MEMORANDUM AND ORDER
JOHN GLEESON, United States District Judge:
Plaintiffs have brought this class action against MTC Electronic Technologies Co., Ltd. ("MTC"), and various others, including H.J. Meyers & Co. ("H.J. Meyers"), the lead underwriters for an MTC stock offering in 1991. Plaintiffs accuse these defendants of violating Section 10(b) of the Securities Exchange Act of 1934 (the "Act") (15 U.S.C. § 78j) and Rule 10b-5 (17 C.F.R. § 240.10b-5) promulgated thereunder.
On September 7, 1995, I issued a memorandum and order, reported at 898 F. Supp. 974, which resolved numerous motions to dismiss. That decision granted H.J. Meyers' motion to dismiss the § 10(b) claim against it to the extent the claim is based on its preparation or drafting of MTC's November 1991 prospectus. Specifically, I concluded that under Central Bank of Denver, N.A. v. First Interstate Bank of Denver, 511 U.S. 164, 128 L. Ed. 2d 119, 114 S. Ct. 1439 (1994), "a defendant must actually make a false or misleading statement in order to be held liable under Section 10(b). 898 F. Supp. at 987. The decision goes on to state:
Plaintiffs have alleged that H.J. Meyers participated in drafting and circulating the prospectus for MTC's November 1991 public offering. There is no allegation that H.J. Meyers made any of the allegedly fraudulent representations in that prospectus. Indeed, there is no allegation that it did anything that is not done by lead underwriters with respect to all such public offerings. Again, I conclude that this is precisely the sort of role in an alleged 10(b) violation that, according to Central Bank, is no longer actionable. Accordingly, to the extent that Count One seeks to impose liability on H.J. Meyers based on its role in preparing and disseminating the November 1991 prospectus, it is hereby dismissed.