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Oneida Ltd.

 

Welcome to the Oneida ERISA Settlement website.  This website is designed to provide information about the Class Action Settlement Agreement (“Settlement Agreement”) that has been approved in Lilly v. Oneida Ltd. Employee Benefits Administrative Committee, No. 07-0340 (N.D.N.Y.).  While the district court in the Action has approved the Notice of Proposed Class Action Settlement and Fairness Hearing (“Notice”) and ordered that certain documents filed with the court be posted on this website, the content of this website is the responsibility of Named Plaintiffs’ Counsel, and has not been approved by the Court.

On October 4, 2010, the Honorable Neal P. McCurn granted final approval of the Class Action Settlement Agreement (“Settlement Agreement”).  If you have questions regarding the distribution of the Settlement funds to Class members, please contact Fidelity at 800.835.5097.

Background

 

Beginning on March 29, 2007, Plaintiff Milton Lilly filed the first complaint in this Action.  Thereafter, on May 15, 2007, Plaintiffs filed an amended complaint, and on July 11, 2007, the operative Complaint was filed.  The Complaint, filed on behalf of Plaintiffs and participants in or beneficiaries of the Oneida Ltd. Employee Stock Ownership Plan (“Plan”), alleges that fiduciaries of the Plan violated their fiduciary and co-fiduciary duties under Employee Retirement Income Security Act of 1974, as amended (“ERISA”) by: (1) failing to prudently and loyally manage the Plan and the Plan’s assets; and (2) failing to properly monitor the performance of their fiduciary appointees, and remove and replace those whose performance was inadequate.  Specifically, Plaintiffs allege that Defendants knew or should have known that the Plan’s investment in Company stock was not a prudent retirement investment during the Class Period defined below and that Defendants acted imprudently by not preventing further investment in Oneida stock and not liquidating the Plan’s existing holdings.

On September 7, 2007, Defendants moved to dismiss the Complaint, seeking dismissal of all claims against all Defendants on standing grounds.  After the motion was fully briefed, on May 8, 2008, the Court issued a decision allowing the claims to proceed.

The Class

 

On October 4, 2010, the Court issued the Order and Final Judgment in which the following Settlement Class was certified:

All Persons, and their Successors-In-Interest, except as expressly excluded herein, who were participants in or beneficiaries of the Plan at any time between May 28, 2003 and March 20, 2006 (the “Class Period”) and whose Plan account included investments in Oneida stock during the Class Period.  The “Settlement Class” shall not include any of the Defendants, or any of the Defendants’ Immediate Family, beneficiaries, alternate payees, Representatives or Successors-In-Interest, except for Immediate Family, beneficiaries, alternate payees, Representatives or Successors-In-Interest who themselves were participants in the Plan, who shall be considered members of the Settlement Class with respect to their own Plan accounts.

The Settlement

 

At the Fairness Hearing held on October 4, 2010, the Court approved the Settlement and the Plan of Allocation. The Court also approved Named Plaintiffs’ Counsel’s application for attorneys’ fees and expenses filed and case contribution awards for Named Plaintiffs. The Court has not decided in favor of Named Plaintiffs or Defendants.  Instead, Named Plaintiffs and Defendants have agreed to a settlement to resolve the Action.  In reaching the Settlement, they have avoided the cost and time of a trial. As with any litigation, the Named Plaintiffs would face an uncertain outcome if this case proceeded, including the risk of dismissal upon future motions as well as the risk of not prevailing at trial.

Pursuant to the Class Action Settlement Agreement a Settlement Fund has been established consisting of a deposit of $1,850,000.00 in cash, plus interest earned thereon.

The Net Proceeds from the Settlement Fund (after payment of, and establishment of reserves for, certain amounts as described in the Settlement Agreement, including expenses associated with Notice, attorneys’ fees and expenses, case contribution awards, taxes and other expenses as approved by the Court) will be allocated among and paid to Settlement Class members according to the Plan of Allocation that has been approved by the Court.  Disbursement of the Settlement Fund to the Settlement Class will occur once the Settlement has become Final. The appeals deadline in this matter is November 3, 2010. If no appeal is filed, the Settlement will become Final.

Settlement FAQ

 

Q: How do I know whether I am part of the Settlement?

The Court has certified the Action for purposes of the proposed Settlement as a class action.  The Settlement Class is defined as:  All Persons, and their Successors-In-Interest, except as expressly excluded herein, who were participants in or beneficiaries of the Plan at any time between May 28, 2003 and March 20, 2006 (the “Class Period”) and whose Plan account included investments in Oneida common stock during the Class Period.  The Settlement Class shall not include the Defendants, or any of the Defendants’ Immediate Family, beneficiaries, alternate payees, Representatives or Successors-In-Interest, except for Immediate Family, beneficiaries, alternate payees, Representatives or Successors-In-Interest who themselves were participants in the Plan, who shall be considered members of the Settlement Class with respect to their own Plan accounts.

If you are a member of the Settlement Class, your share of the Net Proceeds, if any, will be determined by the Court-approved Plan of Allocation.

Q: How much will my payment be?

The Court-approved Plan of Allocation provides that each Settlement Class member’s share of the Net Proceeds will be calculated as follows:

The Net Proceeds shall be distributed among Settlement Class members in proportion to their net losses.  Each Settlement Class member’s “Net Loss” will be, for each Settlement Class member, the greater of (a) zero or (b) the result obtained by (i) taking the dollar amount of Oneida stock in the Settlement Class member’s Plan account at the beginning of the Class Period, (ii) adding the dollar amount of Oneida stock added to the Settlement Class member’s Plan account during the Class Period (including the value of Oneida stock received as a dividend), and (iii) subtracting the dollar amount credited to the Settlement Class member’s Plan account balance resulting from dispositions from the Oneida Common Stock Fund during the Class Period.

The Net Losses of the Settlement Class members will be aggregated.  Each Settlement Class member will be assigned a Net Loss percentage, showing the percentage of the Settlement Class member’s Net Loss in relation to all Settlement Class members’ Net Losses.  Each Settlement Class member’s share of the Net Proceeds will be equal to the Net Proceeds multiplied by the member’s Net Loss percentage.  If data is not available for the beginning date of the Class Period, then data from the nearest available date will be used.

A.B. Data, Ltd., will perform all calculations for you and determine both whether you are entitled to a share of the Net Proceeds and your share amount.  A.B. Data, Ltd., will have access to all available records, so you do not need to be concerned if you no longer have your Plan account statements.

Q. When would I get my payment?

Payment is conditioned on the Court’s approval of the Settlement becoming Final and no longer subject to any appeals. The appeals deadline in this matter is November 3, 2010. Upon satisfaction of various conditions, the Net Proceeds will be allocated to Settlement Class members in the manner provided in the Plan of Allocation as soon as possible after Final approval has been obtained for the Settlement, including the exhaustion of any appeals. Any appeal of the Final Order could take several years.  Any accrued interest on the Settlement Fund will be included in the amount allocated and paid to the Settlement Class members.  The Settlement Agreement may be terminated on several grounds, including if the Court does not approve or otherwise modifies the terms of the Settlement.  If the Settlement Agreement is terminated, the Settlement will also be terminated, and the Action will proceed as if the Settlement had not been reached.

If you have any questions about the distribution of the Settlement funds to Class members please send an email to or call Fidelity at 800.835.5097.