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PHILIP MORRIS CAPITAL CORP. v. CENTURY POWER CORP.

April 6, 1992

PHILIP MORRIS CAPITAL CORPORATION, Plaintiff, against CENTURY POWER CORPORATION, TUCSON ELECTRIC POWER COMPANY, CATALYST ENERGY CORPORATION, and SAN DIEGO GAS & ELECTRIC COMPANY, Defendants.

Patterson, Jr.


The opinion of the court was delivered by: ROBERT P. PATTERSON, JR.

OPINION AND ORDER

ROBERT P. PATTERSON, JR., U.S.D.J.

 This is an action for damages and injunctive relief alleging violations of the federal securities laws and various state law claims grounded in fraud and breach of contract. Plaintiff now moves for a modification of this Court's prior Opinion and Order dismissing the action. Philip Morris Capital Corp. v. Century Power Corp., 778 F. Supp. 141 (S.D.N.Y. 1991). For the reasons set forth below, the motion is granted, and the prior opinion is modified as follows.

 BACKGROUND

 This action arises from a 1986 transaction involving the sale and leaseback of an electric generating plant and certain other utility facilities. The facts underlying the transaction and the events leading to this lawsuit are set forth in detail in the Court's prior opinion. Philip Morris, 778 F. Supp. at 143-145.

 Plaintiff Philip Morris Capital Corporation ("Philip Morris"), an investor in the transaction, seeks recovery from defendants Century Power Corporation ("Century"), *fn1" previously known as Alamito Company, Tucson Electric Power Company ("Tepco"), Catalyst Energy Corporation ("Catalyst"), and San Diego Gas & Electric Company ("San Diego"). In its Complaint, Plaintiff alleges the following claims:

 (I) against Century for breach of representation, warranty, and covenants;

 (II) against Tepco for breach of representation, warranty, and covenants;

 (III) against Catalyst for breach of representation, warranty, and covenants;

 (IV) against Catalyst and Century for fraudulent conveyance;

 (V) against Century, Tepco, and Catalyst for violations of § 10(b) of the Securities Exchange Act of 1934, 15 U.S.C. § 78j, and Rule 10b-5 promulgated thereunder;

 (VI) against Century, Tepco, Catalyst, and San Diego for conspiracy to violate § 10(b) and Rule 10b-5;

 (VII) against Century, Tepco, and Catalyst for common law fraud;

 (VIII) against Century, Tepco, Catalyst, and San Diego for conspiracy to commit ...


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