After a federal appeals court did not grant class-action status to a lawsuit accusing the tobacco manufacturers of manipulating nicotine levels to keep smokers hooked and suppressing data that cigarettes are addictive, The Castano Plaintiffs Legal Committee announced its intention to pursue state-wide class actions across the country. This one was filed in Pennsylvania.

CASTANO PLAINTIFFS LEGAL COMMITTEE
BY: Arnold Levin, Esquire ID#02280
Julia McInerny, Esquire ID#71914
Thomas E. Mellon, Jr., Esquire ID#16767
Dianne M. Nast, Esquire ID#24424
Stephen Sheller, Esquire ID#03270

SHELLER, LUDWIG & BADEY
1528 Walnut Street
Philadelphia, PA 19102
(215) 790-7300

THIS IS NOT AN
ARBITRATION CASE

COURT OF COMMON PLEAS OF
PHILADELPHIA COUNTY, PA

AUGUST TERM, 1996

No.

COMPLAINT - CLASS ACTION

STEVEN R. ARCH

(Plaintiffs)

vs.

The American Tobacco Company, Inc.
c/o Brown & Williamson
through its agent for service of process CT Corporation Systems
1635 Market Street Philadelphia, PA 19103;

(Defendants)

[Editor's Note: A full list of plaintiffs and defendants can be found at the end of the document.]

CLASS ACTION COMPLAINT

NOW INTO COURT, through their undersigned counsel of record, come the individual and representative plaintiffs Steven R. Arch, William Barnes, Ciaran McNally, Catherine Potts, Norma Rodweller, Barbara Salzman, Edward J. Slivak, and John Teagle, ("Plaintiffs"), on behalf of themselves and all others similarly situated, complain against Defendants as follows:

NATURE OF THE CASE

1.

Through a course of conduct that has spanned decades, the Defendants have manufactured, promoted and sold cigarettes to Plaintiffs and millions of Pennsylvanians while knowing, but denying and concealing, that their cigarettes contain a highly addictive drug known as nicotine, and have, without public knowledge, controlled and manipulated the amount and bioavailability of nicotine in their cigarettes for the purposes and with the intent of creating and sustaining addictions to these products. The Plaintiffs seek damages for their physical and economic losses and emotional distress, and all equitable relief to which they may be entitled, including the establishment of a medical monitoring fund and smoking cessation programs to remedy violations by the Defendants of Pennsylvania Law against negligent misrepresentation; negligence; intentional and negligent infliction of emotional distress; breach of express and implied warranties; conspiracy; and strict liability.

JURISDICTION AND VENUE

2.

This Court has jurisdiction over this class action because this is a claim by residents of the Commonwealth of Pennsylvania including Philadelphia County against several Defendants that are foreign corporations and several Defendants that are Pennsylvania corporations, created under the laws of the Commonwealth of Pennsylvania.

3.

Jurisdiction and venue are proper in this Court since the Defendants transacted business within the Commonwealth of Pennsylvania, including but not limited to Philadelphia County, and committed tortious acts both within and without the Commonwealth of Pennsylvania causing injury to persons within the Commonwealth of Pennsylvania and Philadelphia County. The named Plaintiffs and numerous class members purchased cigarettes which were marketed, distributed and sold by the Defendants in the Commonwealth of Pennsylvania including Philadelphia County. All named Plaintiffs are citizens of the Commonwealth of Pennsylvania; the majority of the named Plaintiffs and a substantial number of class members reside in Philadelphia County. The Defendants advertised in the Commonwealth of Pennsylvania, received substantial compensation and profits from the sale of cigarettes in the Commonwealth, made material omissions and misrepresentations about their products in the Commonwealth and breached express and implied warranties in this Commonwealth. Several Defendants are corporations duly organized under the laws of the Commonwealth and have their principal place of business in Philadelphia County.

PARTIES

4.

Plaintiffs and Proposed Class Representatives:

Now into Court, through their undersigned counsel, come Steven R. Arch, William Barnes, Ciaran McNally, Catherine Potts, Norma Rodweller, Barbara Salzman, Edward J. Slivak, and John Teagle, all of whom are persons of the full age of majority, domiciled in the Commonwealth of Pennsylvania and who further appear on behalf of all persons similarly situated, as follows:

A. Plaintiffs and proposed class representatives, Steven R. Arch, William Barnes, Ciaran McNally, Catherine Potts, Norma Rodweller, Barbara Salzman, Edward J. Slivak and John Teagle all started smoking between 10 to 16 years of age. The Plaintiffs and proposed class representatives could not discontinue the use of Tobacco Products because of their addiction to nicotine.

Despite many efforts to quit smoking, they have been unable to do so. All are residents of the Commonwealth of Pennsylvania.

Due to their addiction to cigarettes, the Plaintiffs and proposed class representatives have suffered injury including costs of medical treatment, loss of income, mental and emotional suffering, humiliation and frustration, and many other economic and emotional losses, and other damages to be proven at trial.

MANUFACTURER AND DISTRIBUTOR DEFENDANTS

5.

The parties named and sued as the Defendants herein are as follows:

A. The American Tobacco Company, Inc. and its parent, American Brands, Inc. are Delaware Corporations whose principal place of business is located at Six Stamford Forum, Stamford, Connecticut. On December 21, 1994, The American Tobacco Company was purchased by B.A.T. Industries, P.L.C. and merged into the Brown and Williamson Tobacco Corporation, which has succeeded to the liabilities of The American Tobacco Company by operation of law or as a matter of fact. The American Tobacco Company and American Brands, Inc. manufacture, advertise and sell Lucky Strike, Pall Mall, Tareyton, Malibu, American, Montclair, Newport, Misty, Barkeley, Iceberg, Silk Cut, Silva Thins, Sobrania, Bull Durham and Carlton cigarettes throughout the United States, including the Commonwealth of Pennsylvania and Philadelphia County.

B. R.J. Reynolds Tobacco Company, is a New Jersey corporation whose principal place of business is located at Fourth and Main Streets, Winston-Salem, North Carolina. R.J. Reynolds Tobacco Company is a wholly owned subsidiary of RJR Nabisco, Inc., a Delaware corporation, whose principal place of business is 1301 Avenue of the Americas, New York, New York. R.J. Reynolds Tobacco Company and RJR Nabisco, Inc., manufacture, advertise and sell Camel, Vantage, Now, Doral, Winston, Sterling, Magna, More, Century, Bright Rite and Salem cigarettes through the United States, including the Commonwealth of Pennsylvania and Philadelphia County.

C. Brown & Williamson Tobacco Corporation is a Delaware corporation. Batus, Inc., is the parent of Brown & Williamson Tobacco Corporation and is a Wisconsin corporation. Batus Holdings, Inc. is the parent of Batus, Inc. and is a Delaware corporation. The principal place of business of Brown & Williamson Tobacco Corporation, Batus, Inc. and Batus Holdings, Inc. is 1500 Brown & Williamson Tower, Louisville, Kentucky. B.AT. Industries, P.L.C. is a British Corporation with its principal place of business at Windsor House, 50 Victoria Street, London, England. Through various intermediary corporations and holding companies, including Batus, Inc. and Batus Holdings, Inc., B.A.T. Industries, P.L.C. is the sole shareholder of the Brown & Williamson Tobacco Corporation. All of the aforementioned corporations manufacture, advertise and sell Kool, Barclay, BelAir, Capri, Raleigh, Richland, Laredo, Eli Cutter and Viceroy cigarettes throughout the United States including the Commonwealth of Pennsylvania and Philadelphia County.

D. Philip Morris, Inc. and its parent Philip Morris Companies, Inc. are Virginia corporations whose principal place of business is located at 120 Park Avenue, New York, New York. Philip Morris, Inc. and Philip Morris Companies, Inc. manufacture, advertise and sell Philip Morris, Merit, Cambridge, Marlboro, Benson & Hedges, Virginia Slims, Alpine, Dunhill, English Ovals, Galaxy, Players, Saratoga and Parliament cigarettes throughout the United States, including the Commonwealth of Pennsylvania and Philadelphia County.

E. Lorillard Tobacco Company, Inc. and Lorillard, Inc., and their parent, Loews Corporation are Delaware corporations whose principal place of business is located at One Park Avenue, New York, New York. Lorillard Tobacco Company, Inc., Lorillard, Inc. and Loews Corporation manufacture, advertise and sell Old Gold, Kent, Triumph, Satin, Max, Spring, Newport and True cigarettes throughout the United States, including the Commonwealth of Pennsylvania and Philadelphia County.

F. United States Tobacco Company, and its parent, UST, Inc. are Delaware corporations whose principal place of business is located at 100 West Putnam Avenue, Greenwich, Connecticut. United States Tobacco Company and UST, Inc. manufacture and sell Sano cigarettes throughout the United States including the Commonwealth of Pennsylvania and Philadelphia County.

G. Liggett Group, Inc. and its wholly-owned subsidiary, Liggett and Myers, Inc. are Delaware corporations whose principal place of business is located at Main and Fuller Streets, Durham, North Carolina. Defendants Liggett Group, Inc. and Liggett and Myers, Inc. are subsidiaries of Defendant Brooke Group, Ltd., a Delaware corporation whose principal place of business is located at 300 North Duke Street, Durham, North Carolina. All of the aforesaid corporations manufacture, advertise and sell Chesterfield, Decade, L & M, Pyramid, Dorado, Eve, Stride, Generic and Lark cigarettes throughout the United States including the Commonwealth of Pennsylvania and Philadelphia County.

The Defendants named in paragraphs 5A-G, above, are sometimes referred to herein collectively as the "Tobacco Companies".

H. The Tobacco Institute, Inc., is a New York corporation, whose principal place of business is located at 1875 "I" Street, N.W., Suite 800, Washington, D.C. The Tobacco Institute, Inc., at all relevant times operated as the public relations and lobbying arm of the Tobacco Companies. At all relevant times, The Tobacco Institute, Inc., was an agent and/or employee of the Tobacco Companies and participated in the promotion of the Tobacco Companies cigarettes in the Commonwealth of Pennsylvania and Philadelphia County. In doing the things alleged herein, The Tobacco Institute, Inc., was acting within the course and scope of its agency or employment, and was acting with the consent, permission, and authorization of each of The Tobacco Companies. All actions of The Tobacco Institute, Inc., alleged herein were ratified and approved by the officers or managing agents of the Tobacco Companies.

I. The Council for Tobacco Research-U.S.A, Inc. (successor to Tobacco Industry Research Committee) is a non-profit corporation organized under the laws of the State of New York with its principal place of business at 900 Third Avenue, New York, New York. The Council for Tobacco Research, U.S.A., Inc. is an organization which has participated in the promotion of Tobacco Companies cigarettes in the Commonwealth of Pennsylvania and Philadelphia County.

The Tobacco Companies, The Tobacco Institute, Inc. and The Council for Tobacco Research-U.S.A., Inc. are sometimes referred to herein collectively as "Manufacturer Defendants" or the "Tobacco Industry".

J. Each manufacturer Defendant is sued individually, as a primary violator and as an aider and abettor that rendered substantial assistance in the accomplishment of the acts and/or omissions alleged herein. In acting to aid and abet and substantially assist the commission of the wrongful conduct complained of herein, each Defendant acted with an awareness of wrongful conduct and realized that its conduct would substantially assist the accomplishment of that wrongful conduct and was aware of: (1 ) its overall contribution to the conspiracy, scheme and common course of wrongful conduct alleged herein; and(2) the manipulation of nicotine content in cigarettes and the misrepresentation, congealment and suppression of information regarding the addictive properties of nicotine.

K. Each Manufacturer Defendant is also sued as a coconspirator and the liability of each arises from the fact that each Defendant entered into an agreement with the other Defendants and third parties to pursue, and knowingly pursued, the common course of conduct to commit or participate in the commission of all or part of the unlawful acts, plans, schemes, transactions, and artifices as alleged herein; the manipulation of nicotine content in cigarettes and the misrepresentation, concealment and suppression of information regarding the addictive properties of nicotine.

L. Pennsylvania Distributors Association, Inc., formerly known as Pennsylvania Association of Tobacco Distributors, is a Pennsylvania Corporation organized and doing business under the laws of the Commonwealth of Pennsylvania with its principal place of business at 212 Locust Street, Suite 408, Harrisburg, Pennsylvania. At all times relevant hereto, the Pennsylvania Distributors Association, Inc, promoted the distribution and sale of cigarettes manufactured by the Tobacco Companies throughout the Commonwealth of Pennsylvania.

M. United Wholesale Tobacco and Candy is a Pennsylvania Corporation organized and doing business under the laws of the Commonwealth of Pennsylvania with its principal place of business at 4718 Pennypack Avenue, Philadelphia, Pennsylvania. At all times relevant hereto, United Wholesale Tobacco and Candy promoted the distribution and sale of cigarettes manufactured by the Tobacco Companies throughout the Commonwealth of Pennsylvania.

N. Each and every Defendant listed above, and/or their predecessors and successors in interest did business in the Commonwealth of Pennsylvania, made contracts to be performed in whole or in part in Pennsylvania and/or manufactured, tested, sold, offered for sale, supplied or placed in the stream of commerce or, in the course of business, materially participated with others in so doing, tobacco products which the Defendants knew to be defective, unreasonably dangerous and hazardous and which the Defendants knew would be substantially certain to cause injury to Plaintiffs and others similarly situated and as described herein, committed and continue to commit tortious and other unlawful acts in the Commonwealth of Pennsylvania.

The Defendants names in paragraphs 5 L-O are sometimes referred to as "Distributor Defendants".

CLASS ACTION ALLEGATIONS

6.

The named Plaintiffs bring this class action on behalf of themselves and all other persons similarly situated, for this purpose of asserting the claims alleged in this Petition on a common basis. The Plaintiffs' proposed class is defined as: (A) All nicotine dependent persons who are residents of the Commonwealth of Pennsylvania who have purchased and smoked cigarettes manufactured, promoted or sold by the Defendants; (B) the estates, representatives, and administrators of Pennsylvania residents who were or are nicotine dependent cigarette smokers; and, (C) the spouses, children and relatives of these Pennsylvania residents who were or are nicotine-dependent cigarette smokers as their heirs or survivors. Collectively, all of these persons shall be referred to as the "Class".

7.

For purposes of the Class definition (paragraph 6, above), and the claims asserted by the Plaintiffs and Class members in this Petition, "nicotine dependent" refers to persons having or had nicotine dependence under the criteria thereof set forth in the current edition of the American Psychiatric Association's Diagnostic and Statistical Manual of Mental Disorder, 3d Ed. Revised ("DSM IIIR"). For purposes of the Class definition and the claims asserted by the Plaintiffs and Class members in this Petition, the terms "dependent/dependence" and "addictive/addiction" are used interchangeably.

8.

Excluded from the Class are the Defendants named herein; any entity in which any of the Defendants has a controlling interest; any of the officers, directors, or employees of any of the Defendants; and the legal representatives, heirs, successors, and assignees of any of the Defendants.

9.

This action is brought and may properly be maintained as a class action pursuant to the provisions of the Pennsylvania Rules of Civil Procedure, Rule 1701, et seq. This action satisfies the numerosity, commonality, typicality, adequacy, and the fair and efficient method for adjudication of the controversy under Rule 1708 and thereby satisfies the requirements of these statutory provisions and the jurisprudence of the courts of the Commonwealth of Pennsylvania.

10.

Numerosity of the Class- Pa. Rule 1702(1): The Class is so numerous that the individual joinder of all its members is impracticable. In excess of one million Pennsylvanians smoke cigarettes. Hundreds of Pennsylvanian adolescents begin smoking for the first time every day. Cigarettes contain nicotine. Nicotine is an addictive drug that causes most cigarette smokers to become dependent on cigarettes. The Plaintiffs allege that the Defendants knew and intended that users of the Tobacco Companies' products would become addicted to these products. Accordingly, the Plaintiffs are informed and believe, and on that basis allege, that the Class includes thousands, if not one million or more, members. Class members may be informed of the pendency of this class action by published and broadcast notice.

11.

Existence and Predominance of Common Questions of Law and Fact - Pa. Rule 1702 (2): Questions of law and fact exist as to all members of the Class and predominate over any questions affecting only individual members of the Class. These common legal and factual questions arise from two central issues which do not vary from Class member to Class member and which may be determined without reference to the individual circumstances of any particular Class member (A) All Defendants' course of conduct in manufacturing, selling, and/or distributing cigarettes in the Commonwealth of Pennsylvania; and (B) the biochemical and psychoactive properties of nicotine. These common legal and factual questions include, but are not limited to, the following:

(1) Whether nicotine is addictive;

(2) Whether and when the Defendants knew that nicotine is addictive;

(3) Whether the Defendants knew or should have known that the levels of nicotine in their cigarettes were addictive;

(4) Whether the Defendants manipulated the levels of nicotine in their cigarettes;

(5) Whether the Defendants manipulated the nicotine levels in their cigarettes for the purpose of causing and sustaining dependence on their products;

(6) Whether the Defendants' course of conduct in denying that nicotine is addictive and manipulating the levels of nicotine in their cigarettes so as to addict consumers or sustain addiction constitutes deception, intentional misrepresentation and/or concealment of material facts;

(7) Whether the Defendants' conduct constitutes forms of negligent mispresentations;

(8) Whether the Defendants' conduct constitutes negligence;

(9) Whether the Defendants violated the product liability/strict liability law of Pennsylvania;

(10) Whether the Defendants breached expressed warranties;

(11) Whether thee Defendants breached any implied warranties of merchantability;

(12) Whether the Defendants are liable for intentional infliction of emotional distress;

(13) Whether the Defendants negligently designed their cigarettes in terms of nicotine content;

(14) Whether the Defendants failed to adequately disclose facts regarding the addictive nature of cigarettes through channels of communication other than advertising and promotion;

(15) Whether the consistent presence of certain levels of nicotine in Defendants' cigarettes and Defendants' course of conduct in marketing them constitute a manufacturing, design, and/or marketing defect for purposes of strict products liability;

(16) Whether Defendant manufacturers add acetaldehyde and ammonia compounds to boost nicotine uptake;

(17) Whether Defendant manufacturers cigarettes in such a way as to cause the reporting of lower cigarette levels of nicotine than actually present in the cigarette smoke;

(18) Whether Defendants acted to inhibit or deter investigators from investigating and/or report effects of acetaldehyde and ammonia compounds in the nicotine addiction process;

(19) Whether the Defendants are strictly liable in tort for selling a dangerously defective product;

(20) Whether the Class members are threatened with irreparable harm and whether they are entitled to injunctive and other equitable relief, and, if so, the nature of such relief;

(21) Whether the Class members are entitled to medical monitoring at the Defendants' expense; and

(22) Whether the Class is entitled to compensatory and punitive damages, and, if so, the nature of such damages;

(23) Whether Distributor Associations and/or Distributor Defendants acted in concert with Defendant manufacturers as set forth above.

12.

Typicality of Claims - Pa. Rule 1702 (3): The Plaintiffs' claims are typical of the claims of the members of the Class, all of whom have purchased and smoked cigarettes manufactured and/or distributed by the Defendants in the Commonwealth of Pennsylvania and have become addicted to those products. The Plaintiffs and all members of the Class have sustained and/or will continue to sustain damages and injuries and are facing irreparable harm arising out of the Defendants' common course of fraudulent and/or negligent conduct designed to create and sustain addiction to and dependency on cigarettes.

13.

Adequacy of Representation - Pa. Rule 1702 (4): The Plaintiffs are adequate representatives of the Class because they are members of the Class and their interests do not conflict with the interests of the members of the Class they seek to represent. They have retained counsel competent and experienced in the prosecution of complex consumer fraud, mass tort, and products liability class actions, and they intend to prosecute this action vigorously for the benefit of the Class. The interests of the members of the class will be fairly and adequately protected by the Plaintiffs and their undersigned counsel.

14.

Fair and Efficient Adjudication - Pa. Rule 1702 (5); 1708: A Class action is preferable to other available methods for the fair and efficient adjudication of this litigation since individual litigation of the Class members' claims is impracticable. Even if some Class members could afford individual litigation, the courts of the Commonwealth of Pennsylvania could not It would be unduly burdensome to the courts of this Commonwealth in which, individual litigation of the facts of thousands of identical cases would proceed. Individual litigation increases the delay and expense to all parties and the courts in resolving the complex legal and factual issues of these cases. By contrast, the class action device presents far fewer management difficulties and provides the benefits of single adjudication, economies of scale, and comprehensive supervision by a single court. All criteria of Rule 1708 for the fair and efficient method of adjudication is exceeded by certification of this action; (a) common questions of law and fact predominate, (b) the size of the class while numerous is manageable, (c) separate actions would create a risk of inconsistent or varying adjudications, (d) individual adjudications would substantially impair or impede the rights of others in the class, (e) no litigation has been commenced involving the same issues, (f) the forum of state court is appropriate and indeed mandated by federal court, (g) the separate claims of individual class members are insufficient in amount to support separate actions, (h) the amount to be recovered by individual members will not be so small in relation to the expense and effort of administering the action and (I) the tobacco industry has acted and refused to act on grounds applicable to the class involving nicotine addiction thereby making final equitable or declaratory relief appropriate. Notice of the pendency and of any resolution of this class action can be provided to Class members by publication and broadcast.

FACTUAL ALLEGATIONS

I. The Nicotine in Cigarettes is Highly Addictive

15.

The Tobacco Companies reap enormous profits from their manufacture and sale of cigarettes throughout the United States, including the Commonwealth of Pennsylvania and Philadelphia County. The Tobacco Companies' earnings of the last Year alone exceeded six billion dollars involving gross sales of forty-five billion dollars. The Tobacco Companies, make, advertise and sell cigarettes despite their knowledge of the following facts: more than 10 million Americans have died as a result of smoking cigarettes; more than 480,000 Americans die every year as a result of smoking cigarettes; almost one death in every five is due to a smoking related illness; the leading cause of preventable death in the United States today is smoking cigarettes; smoking causes cardiovascular disease and is responsible for approximately one-third of all heart disease deaths; smoking causes almost all lung and throat cancers and is responsible for approximately one-tenth of all cancer deaths; stroking causes various pulmonary diseases, including emphysema; smoking causes stillbirths and neonatal deaths among the babies of mothers who smoke; and cigarettes may contain any number of approximately 700 "additives", including a number of toxic and dangerous chemicals. Congressman Henry W. Waxman (D. Calif.), former Chairman of the House Subcommittee on Health and the Environment, has stated "that cigarettes are the single most dangerous consumer product ever sold".

16.

Despite the overwhelming weight of scientific evidence that smoking cigarettes poses serious health risks, and despite the gruesome statistical legacy being left by the Tobacco Industry, thousands, if not one million or more, Pennsylvania residents continue to smoke cigarettes, including many new teenage smokers everyday, because they are addicted to or are dependent upon these products. More specifically, they are addicted to nicotine, the drug in tobacco that causes an addiction similar to that suffered by users of heroine and cocaine.

17.

Cigarettes contain nicotine. Nicotine is an addictive substance and the use of cigarettes results in addiction to them. Nicotine causes compulsive use of cigarettes, despite knowledge that they are harmful, if not lethal; nicotine has a psychoactive (mood-altering) effect in the brain; and, nicotine invokes what is called "reinforcing behavior", causing continued use of the nicotine containing products. Cigarette smokers suffer an inability to quit, notwithstanding a desire to do so, and those who do quit (or attempt to) endure withdrawal symptoms such as headaches, insomnia, depression, leek of concentration, and anxiety.

18.

The addictive power of nicotine is further illustrated by these statistical facts: at least two thirds of adults who smoke say they wish they could quit; 17 million Americans try to quit smoking each year, but fewer than 1 out of 10 succeed; for every smoker who quits 9 try and fail; 8 out of 10 smokers say they wish they had never started smoking; after surgery for lung cancer, almost half of the smokers resumed smoking; among smokers who suffer heart attack, 38% resume smoking while they are still in the hospital; even when a smoker has their larynx removed, 40% try smoking again; 7096 of young people ages 12 to 18 who smoke say they believe they are already dependent on cigarettes; and 40% of high school seniors who smoke regularly have tried to quit and failed. According to David A. Kessler, M.D., Commissioner of the United States Food and Drug Administration, "once they have started regularly, most smokers are in effect deprived of the choice to stop smoking...Seventeen million Americans try to quit smoking each year. But, more than fifteen million are unable to exercise that choice because they cannot break their addiction to cigarettes.

19.

The 1988 Surgeon General's Report, The Health Consequences of Smoking: Nicotine Addiction" contained these conclusions: (A) "Cigarettes and other forms of tobacco are addicting.; (B) "Nicotine is the drug in tobacco that causes addiction.; and (C) "The pharmacologic and behavioral processes that determine tobacco addiction are similar to those that determine addiction to drugs such as heroine and cocaine." Nicotine in cigarettes is now recognized as a highly addictive substance by such major medical organizations as the Office of U.S. Surgeon General, the World Health Organization, the American Medical Association, the American Psychiatric Association, the American Psychological Association, the American Society of Addiction Medicine, the American Public Health Association, and the Medical Research Council in the United Kingdom. The National Institute on Drug Abuse recently called cigarette smoking the most common example of drug dependence in the United States.

20.

Nicotine is now recognized as an addictive substance by such major medical organizations as the Office of U.S. Surgeon General, the World Health Organization, the American Medical Association, the American Psychiatric Association, the American Psychological Association, the American Society of Addiction Medicine, the American Public Health Association and the Medical Research Counsel in the United Kingdom. The National Institute of Drug Abuse has called cigarette smoking the most common example of drug dependence in the United States.

21.

Despite the recent recognition of nicotine's addictive properties by these and other organizations, the Tobacco Companies and their Distributors continue to misinform the American public in general and the Pennsylvania residents who are members of this Class. Although it now appears that the Tobacco Companies have known for decades, on the basis of their own long-concealed research and testing, that nicotine is addictive, they have denied, and continue to deny, that nicotine is addictive. The Tobacco Companies' insistent and affirmative denial that nicotine is addictive, coupled with their pervasive advertising, promotional and public relations strategy, is designed to and has effectively nullified the public's meaningful appreciation of the nature and extent of nicotine dependence. Specifically, the tobacco Companies' emphasis on smoking as a voluntary personal choice and its positive social benefits misleads the public, especially the impressionable young people, into thinking that smoking may be stopped as easily as started. Knowledge of addiction then may thus come too late, when the phenomenon of addiction prevents or complicates any "personal choice" to quit.

II. Despite Its Knowledge that Nicotine is Addictive, the Tobacco Manufacturers Falsely Claim that Nicotine i$ not Addictive.

22.

The Defendants know of the difficulties smokers experience in quitting smoking and of the tendency of addicted individuals to focus on any rationalization to justify their continued smoking. The Defendants exploit this weakness and capitalize upon the known addictive nature of nicotine. Nicotine addiction guarantees a market for cigarettes. The addictive nature of the nicotine in cigarettes virtually eliminates personal choice in those who become addicted.

23.

By no later than the early 1960s, and perhaps as early as the 1940s, the Tobacco Companies were fully aware, based on their own scientific research, that nicotine is an addictive substance and that regular cigarette smoking results in nicotine dependence. For example, an internal Philip Morris report from 1971 describes the difficulties a smoker has in an effort to stop smoking once they are addicted to nicotine. "Even after eight months, quitters were apt to report having neurotic symptoms, such as feeling depressed, being restless and tense, being ill-tempered, having a loss of energy, being apt to doze off, etc. They were further troubled by constipation and weight gains..."

24.

An internal report written in 1973 by William J. Dunn, Jr., a senior scientist with Philip Morris, says the following:

The primary incentive to cigarette smoking is the immediate salutatory effect of inhaled smoke upon body function...As with eating and copulating, so it is with smoking. The physiological effects serve as the primary incentive; all other incentives are secondary...Without nicotine, the argument goes, there would be no smoking. Some strong evidence can be marshaled to this argument:

(1) No one has ever become a cigarette smoker by smoking cigarettes without nicotine.

(2) Most of the physiological responses to inhaled smoke have been shown to be nicotine-related.

25.

Another internal Philip Morris document, this one from 1981, acknowledges that:

Nicotine is a powerful pharmacological agent with multiple sites of action and may be the most important component of cigarette smoke. Nicotine and an understanding of its properties are important to the continued well being of our cigarette business since this "alkaloid has been cited often as the reason for smoking. and theories have been advanced for "nicotine titration" by the smoker. Nicotine is known to have effects on the central nervous system as influencing memory, reaming, pain perception, response to stress, and level of arousal.

26.

Additional documents are, likewise, replete with evidence of such knowledge:

1. In 1962, Sir Charles Ellis, scientific advisor to the board of directors of British American Tobacco Company ("B.A.T.C.O."), Brown & Williamson's parent company, stated at a meeting of BATCO's worldwide subsidiaries, that "smoking is a habit of addiction" and the "[n]icotine is not only a very fine drug, but the technique of administration by smoking has considerable psychological advantages..." He subsequently described Brown & Williamson as being "in the nicotine rather than the tobacco industry."

2. A research report from 1963 commissioned by Brown & Williamson states that when a chronic smoker is denied nicotine, "A body left in this unbalanced state craves for renewed drug intake in order to restore the physiological equilibrium. This unconscious desire explains the addiction of the individual to nicotine." No information from that research has ever been voluntarily disclosed to the public; in particular, it was not shared with the Committee that was preparing the first Surgeon General report and hence was not reflected in that report.

3. Addison, Yeaman, General Counsel at Brown & Williamson, summarized his view about nicotine in an internal memorandum also in 1963: "Moreover, nicotine is addictive. We are, then, in the business of selling nicotine, an addictive drug, effective in the release of stress mechanisms."

4. Internal reports prepared by Philip Morris in 1972 and the Philip Morris U.S.A. Research Center in March 1978 demonstrate Philip Morris' understanding of the role of nicotine in tobacco use; "We think that most smokers can be considered nicotine seekers, for the pharmacological effect of nicotine is one of the rewards that come from smoking. Wh~en the smoker quits, he forgoes his accustomed nicotine. The change is very noticeable, his misses the reward, and so he returns to smoking."

5. From 1940-1970, the American Tobacco Company conducted its own nicotine research, funding over 90 studies on the pharmacological and other effects of nicotine on the body. This research constitutes 80% of all biological studies funded by the company over this period. In 1969, the American Tobacco Company even test marketed a nicotine-enriched cigarette in Seattle, Washington.

6. In a 1972 document entitled "RJR Confidential Research Planning Memorandum on the Nature of the Tobacco Business and the Crucial Role of Nicotine Therein", an R.J. Reynolds executive wrote: "In a sense the tobacco industry may be thought of as being a specialized, highly ritualized, and stylized segment of the pharmaceutical industry. Tobacco products uniquely contain and deliver nicotine, a potent drug with a variety of physiological effects."

27.

Documents from a BATCO study called Project Hippo, uncovered only in May 1994, show that as far back as 1961, this cigarette company was actively studying the physiological and pharmacological effects of nicotine. Project Hippo reports were circulated to other U.S. cigarette manufacturers and to TIRC, demonstrating that at least some of the industry's nicotine research was shared, BATCO sent the reports to official at Brown & Williamson and R.J. Reynolds and circulated a copy to TIRC with a request that TIRC "consider whether it would help the U.S. industry for these reports to be passed on to the Surgeon General's Committee."

28.

Similarly, an RJR-MacDonald Marketing Summary Report from 1983 concluded that the primary reason people smoke "is probably the physiological satisfaction provided by the nicotine level of the product."

29.

To this day, the cigarette manufacturers have concealed from the public and public health officials their extensive knowledge of the addictive properties of nicotine and its critical role in smoking and continue to contend that nicotine is not addictive and that cigarettes are not harmful to health.

30.

As recently as December 1995, the Wall Street Journal reported on an internal Philip Morris draft document analyzing the competitive market for nicotine products for the years 1990-1992. The report describes the importance of nicotine: "Difference people smoke for different reasons. But the primary reason is to deliver nicotine into their bodies." It is a physiologically active, nitrogen containing substance. Similar organic chemicals include nicotine, quinine, cocaine, atropine and morphine, While each of these substances can be used to affect human physiology, nicotine has a particularly broad range of influence. During the smoking act, nicotine is inhaled into the lungs in smoke, enters the bloodstream and travels to the brain in about eight to ten seconds.

31.

Recently disclosed handwritten notes dated 1965 from Ronald A. Tamol, who until 1993 was Philip Morris' Director of Research and Brand Development, refer to "minimum nicotine...to keep the normal smoker hooked."

32.

The cigarette manufacturers have affirmatively misrepresented to consumers and to Congress the role of nicotine in tobacco use. Even today, Brown & Williamson, R.J. Reynolds and the Tobacco Institute continue to claim that nicotine is important in cigarettes for taste and "mouth-feel". However, tobacco industry patents specifically distinguish nicotine from flavorants and an R.J. Reynolds book on flavoring tobacco, while listing approximately a thousand flavorants, fails to include nicotine as a flavoring agent. The cigarette industry has actually concentrated on developing technologies to mask the acrid flavor of increased levels of nicotine in cigarettes.

33.

Patent filings by the Tobacco Companies further reveal their knowledge of the addictive quality of nicotine. In a 1971 patent filing, Philip Morris discusses maintaining the "nicotine content at a sufficiently high level to provide the desired physiological activity." Years of numerous patent filings by the Tobacco Companies underscore the industry's knowledge that nicotine is addictive.

34.

Despite their knowledge that cigarette smoking is, as a result of nicotine, extremely addictive, the Tobacco Companies still continue to deny that smoking is addictive. Through their individual advertising and public relations campaigns, and collectively through the work of the Tobacco Institute, the Tobacco Companies have successfully promoted and sold cigarettes by concealing and misrepresenting their highly addictive nature. The Congressional Subcommittee on Health and the Environment commenced a public hearing March 25, 1994, on the potential regulation of nicotine- containing products under the Federal Food, Drug and Cosmetic Act. In the wake of the March 25, 1994, Congressional Hearing, spokespersons for the Tobacco Institute and the Tobacco Companies have denied in nationwide television broadcasts and print publications that nicotine is addictive. On April 14, 1994, the chief executives of each of the Tobacco Companies testified under oath before Congress and told the American public that nicotine is not addictive. Following the appearance of the Tobacco Companies' executives before Congress, Philip Morris took out full-page newspaper ads that stated, in part: "Philip Morris does not believe cigarette smoking is addictive."

35.

On February 25, 1994, David A. Kessler, M.D., Commissioner of the FDA, sends a letter to Scott D. Bailin, Esq., Chairman of the Coalition on Smoking and Health, asserting: "Evidence brought to our attention is accumulating that suggests that cigarette manufacturers may intend that their products contain nicotine to satisfy an addiction on the part of some of their customers. The possible inference that cigarette vendors intend cigarettes to achieve drug effects in some smokers is based on mounting evidence we have received that (1) the nicotine ingredient in cigarettes is a powerfully addictive agent and (2) cigarette vendors control the levels of nicotine that satisfy this addiction."

36.

In response to Kessler's letter, on March 15, 1994, in a letter to The New York Times, James W. Johnston, Chairman and Chief Executive Officer of R.J. Reynolds, continued to assert that nicotine was not addictive. Johnston based his assertion upon the success rate of American adults who had quit smoking.

37.

On March 25, 1994, David Kessler testified before the Waxman Subcommittee that "the cigarette industry has attempted to frame the debate on smoking as the right of each American to choose. The questions we must ask is whether smokers really have that choice." Dr. Kessler stated:

a. "Accumulating evidence suggests that cigarette manufacturers may intend this result-that they may be controlling the levels of nicotine in their products in a manner that creates and sustains an addiction in the vast majority of smokers."

b. "We have information strongly suggesting that the amount of nicotine in a cigarette is there by design."

c. [T]he public thinks of cigarettes as simply blended tobacco rolled in paper. But they are much more than that. Some of today's cigarettes may, in fact, qualify as high technology nicotine delivery systems that deliver nicotine in precisely calculated quantities- quantities that are more than sufficient to create and to sustain addiction is the cast majority of individuals who smoke regularly."

d. "[T]he history of the tobacco industry is a story of how a product that may at one time have been a simple agricultural commodity appears to have become a nicotine delivery system."

e. "[T]he cigarette industry has developed enormously sophisticated methods for manipulating nicotine levels in cigarettes."

f. "In many cigarettes today, the amount of nicotine present is a result of choice, not chance. [S]ince the technology apparently exists to reduce nicotine in cigarettes to insignificant levels, why, one is led to ask, does the industry keep nicotine in cigarettes at all?"

38.

On June 21, 1994, Dr. Kessler told the Waxman Subcommittee that FDA investigators had discovered that Brown & Williamson had developed a high nicotine tobacco pant, which the company called Y- 1. This discovery followed Brown & Williamson's flat denial to the FDA on May 2, 1994, that it had engaged in "any breeding of tobacco for high or low nicotine levels".

39.

When four FDA investigators visited the Brown 8 Williamson plant in Macon, Georgia on May 3, 1994, Brown & Williamson officials denied that the company was involved in breeding tobacco for specific nicotine levels.

40.

In fact, in a decade-long project, Brown & William secretly developed a genetically engineered tobacco plant with a nicotine content more than twice the average found naturally in flue-cured tobacco. Brown 8 Williamson took out a Brazilian patent for the new plant, which was printed in Portuguese. Brown 8 Williamson and a Brazilian sister company, Souza Cruz Overseas, grew Y-1 in Brazil and shipped it to the United States where it was used in five Brown & Williamson cigarette brands sold in the United States including three labeled "light". When the company's deception was uncovered, company officials stated that close to four million pounds of Y-1 were stored in the company warehouse in the United States.

41.

As part of its cover-up, Brown & Williamson even went so far as to instruct the DNA Plant Technology Corporation of Oakland, California which had developed Y-1, to tell FDA investigators that Y- 1 had "never [been] commercialized". Only after the FDA discovered two United States Customs Service invoices indicating that "more than a million pounds" of Y-1 tobacco had been shipped to Brown & Williamson on September 21, 1992, did the company admit that it had developed the high-nicotine tobacco.

42.

The American public is only now beginning to learn about the measures taken by the Tobacco Industry to conceal the truth about nicotine. On March 31, 1994, Congressman Waxman released a copy of a previously secret Philip Morris-funded research study substantiating the addictive nature of nicotine. Philip Morris scientists, upon conducting tests, found strong evidence that nicotine might be addicting, which suggested further testing should be done. The experiment used in the study - self-administration by rats - is one of the primary tests used by the U.S. Food and Drug Administration, the U.S. Drug Enforcement Agency, and the World Health Organization to determine whether a drug is addictive. The research was submitted in 1983 to the scientific journal Psychopharmacology and was accepted for publication. Prior to publication, the journal was notified by the scientist that the article was being withdrawn "due to factors beyond [his] control." The scientist subsequently left Philip Morris and in 1986 resubmitted a revised version of the article to the journal. After the article was accepted for publication again, the scientist was forced to withdraw it by Philip Morris.

43.

If the Tobacco Companies had disclosed their knowledge of the addictive nature of nicotine when they first acquired this knowledge, then the public would have reamed about the addictiveness of nicotine many years ago. As a result, the scientific and medical community would have had access to critical Tobacco Industry secrets on the subject, which would have resulted in a more rapid popular determination and consensus on the subject. The Tobacco Industry concealed and continues to attempt to conceal the truth about nicotine in order to sustain the addictions of existing cigarette smokers and to "hook" thousands of new smokers every day, so that Tobacco Companies can continue to profit at the expense of the lives and health of the American public.

44.

Not only does the Tobacco Industry know and conceal that nicotine is an addictive drug, the Plaintiffs are informed and believe that the Tobacco Companies intend that their products contain sufficient nicotine to satisfy addiction on the part of smokers, and therefore control the levels of nicotine in these products to create and sustain the addiction. It is this scheme to deceive the American public that enables the Tobacco Companies to sell its life-threatening products to tens of millions of Americans, including at least one million Pennsylvanians, as their captive customers.

III. The Tobacco Companies Manipulate the Level of Nicotine in Cigarettes With the Intent and for the Purpose of Creating and Sustaining Addictions to their Products.

45.

The Plaintiffs are informed and believe that the Tobacco Companies control, or manipulate, the levels of nicotine in cigarettes. The Tobacco Companies developed technology years ago to remove nicotine from tobacco and to control precisely the amount of nicotine in cigarettes. Nevertheless, the Tobacco Companies continue to manufacture, market and sell their products with levels of nicotine that are sufficient to produce and sustain addiction.-Rather than remove nicotine from cigarettes - and hence remove the addictive drug contained therein - the Tobacco Companies add nicotine to their cigarettes, through a variety of methods, to maintain levels of nicotine sufficient to make their cigarettes addictive to consumers.

46.

The Tobacco Companies prepare a substantial portion of the contents of their cigarettes through what is called a "Reconstitution process". Prior to the 1940s, the waste products from cigarettes - tobacco leaf scraps and stems, dried tobacco dust, adhesive reinforcing fibers, mineral ash modifiers, humectants, and some other inexpensive materials - were discarded. Thereafter, the tobacco companies began to we these previously unusable materials to make reconstituted tobacco. As part of the process, the Tobacco Companies removed ingredients from these materials at an early stage of the process and replaced some of the nicotine in later stages. The reconstitution process allows the Tobacco Companies to manufacture cigarettes at a lower cost by using less tobacco, which is the most expensive part of the cigarette, and by making up the difference in content with the reconstituted tobacco. By removing the nicotine and then carefully replacing as much nicotine as desired, the Tobacco Companies are able to control the precise amount of nicotine in cigarettes.

47.

LTR Industries, a subsidiary of Kimberly-Clarke Corporation, specializes in the tobacco reconstitution process and, as LTR says, in helping tobacco companies "control" their nicotine. The LTR reconstitution process is the most widely used in the world. An LTR advertisement, entitled "More Nicotine, Or Less", published in tobacco trade publications states:

Nicotine levels are becoming a growing concern to the designers of modem cigarettes, particularly those with lower "tar" deliveries. The Kimberly-Clarke tobacco reconstitution process, used by LTR Industries, permits adjustments of nicotine to your exact requirements. These adjustments will not affect the other important properties of customized reconstituted tobacco produced at LTR Industries: low tar delivery, high filling power, high yield, and the flexibility to convey organoleptic modifications. We can help you control your tobacco.

In fact, the process described in the LTR advertisement can raise the level of nicotine beyond that which is naturally found in tobacco materials. In 1985, a Tobacco Journal article describing the LTR process states: "Those standard reconstituted Tobacco Products contained 0.7 -1.0 nicotine. LTR Industries offers the possibility of increasing the nicotine content of the final sheet to a maximum of 3.5%...A dramatic increase in tobacco taste and smoke is noted in the nicotine-fortified reconstituted tobacco."

48.

Without informing the American public, the Tobacco Companies have long viewed cigarettes in terms of their nicotine delivery function. For example, Philip Morris' William L. Dunn Jr., wrote in a 1973 internal memorandum:

Why then is there not a market for nicotine per se, to be eaten, sucked, drunk injected, inserted or inhaled as a pure aerosol? The answer, and I feel quite strongly about this, is that the cigarette is in fact among the most awe-inspiring examples of the ingenuity of man . . .

The cigarette should be conceived not as a product, but as a package. The product is nicotine. The cigarette is but one of many package layers. There is the carton, which contains the pack which contains the cigarette, which contains the smoke. The smoke is the final package. The smoker must rip off all of these packaged layers to get to that which he seeks ....Think of the cigarette as a storage container for la] days' supply of nicotine .... Think of the cigarette as a dispenser for a dose unit of nicotine.... Think of a puff of smoke as the vehicle for nicotine.... Smoke is beyond question the most optimized vehicle of nicotine and the cigarette the most optimized dispenser of smoke . . .

Likewise, a 1981 Lorillard study indicates that "current research is directed toward increasing the nicotine levels while maintaining or marginally reducing the 'tar' deliveries."

49.

Evidence of the Tobacco Industry's intent and ability to manipulate nicotine in cigarettes at a sufficiently high level to provide the "desired physiological activity" is found in years of Tobacco Company patent applications. Tobacco Company patents illustrate an intent and ability by the Tobacco Companies to control the amount of nicotine in cigarettes; to provide desired physiological effects; to increase nicotine content in cigarettes by adding nicotine to various parts of the cigarette; to manipulate nicotine levels in cigarettes; and to manipulate the rate at which the nicotine is delivered in the cigarettes. For example:

Phillip Morris patent application discusses an invention that "permits the release into tobacco smoke, in controlled amounts, of desirable flavorants, as well as the release, in controlled amount and when desired, of nicotine into tobacco smoke.

A 1971 Phillip Morris patent states:

It has long been known in the Tobacco Industry that in order to provide a satisfactory smoke, it is desirable to maintain a nicotine content of Tobacco Products at a uniform level. However, it is difficult to accomplish this result since the nicotine content of tobacco varies widely, depending on the type of tobacco and the conditions under which the tobacco was grown.

Maintaining the nicotine content at a sufficiently high level to provide the desired physiological activity, taste, and odor which this material imparts to the smoke, without raising the nicotine content through an undesirably high level, can thus be soon to be a significant problem in the tobacco art. The addition of nicotine to tobacco in such a way that it remains inert and stable in the product, and yet is released in a controlled amount into the smoke aerosol when the tobacco is paralyzed, is a result which is greatly desirable.

The present invention provides a solution to this long standing problem and results in accurate control of the nicotine which is released in tobacco smoke. By employing the nicotine-releasing agents in methods of the present invention, it is possible to incorporate exact amounts of nicotine into tobacco composition, which will remain constant over extended periods of time and which will ultimately yield a smoke containing a controlled amount of nicotine.

Another 1971 Philip Morris patent application discusses a design to increase the nicotine content in the smoke of the tobacco product by adding nicotine. One of the expressed objects of the invention was to "provide an agent for the treatment of tobacco smoke whereby nicotine is easily released under controlled amounts." The same Philip Morris application explains that the proposed invention "is particularly useful for the maintenance of the proper amount of nicotine in tobacco smoke," and notes that "previous efforts have been made to add nicotine to Tobacco Products when the nicotine level in the tobacco was undesirably low."

A 1980 Loews' Corporation patent application discusses a process that "enables the manipulation of the nicotine content of tobacco material, such as cut leaf and reconstituted leaf, by removal of nicotine from a suitable nicotine tobacco source, or by the addition of nicotine to a low nicotine material."

A 1986 R.J. Reynolds Tobacco Company patent indicates that the Tobacco Companies can precisely manipulate the rate at which the nicotine is delivered in the cigarette: "It is a further object of this invention to provide a cigarette which delivers a larger amount of nicotine in the first few puffs of the cigarette than in the last few puffs."

A 1991 R.J. Reynolds Tobacco Company patent application states that "processed tobaccos can be manufactured under conditions suitable to provide products having various nicotine levels."

50.

During the March 25, 1994, Congressional Hearings, FDA Commissioner Dr. David Kessler testified that accumulating evidence suggests that the Tobacco Companies may be controlling smokers' choice by controlling the level of nicotine in their products in a manner that creates and sustains an addiction in the vast majority of smokers." Dr. Kessler went on to say that some of "today's cigarettes may, in fact, qualify as high technology nicotine delivery systems that deliver nicotine in precisely calculated quantities - quantities that are more than sufficient to create and sustain an addiction in the vast majority of individuals who smoke regularly." During the March 25, 1994 Hearing, Dr. Kessler and others presented evidence of the Tobacco Companies' manipulation of nicotine levels, including reference to internal memoranda and more than 30 industry patents, several of which are identified in paragraph 49, above.

51.

Information about the Tobacco Companies' manipulation of the nicotine level in cigarettes, with the intent and purpose of creating and sustaining addictions to their cigarettes, has only recently come to the public's attention. An ABC television show, Day One," broadcast an episode February 28, 1994, entitled, "Smokescreen - Cigarette Companies and Nicotine Levels," during which "Day One's" investigators reported their findings that the Tobacco Companies have been carefully controlling the levels of nicotine in their products for years. "Day One's" investigators reported that, to verify that nicotine is being added to reconstituted tobacco in cigarettes, they went to the American Health Foundation which analyzed the reconstituted tobacco portion of several brands of R.J. Reynolds Tobacco Company cigarettes. According to "Day One", the samples tested had up to 70% of the nicotine that would be found in regular tobacco.

52.

Just as the Tobacco Companies deny that the nicotine contained in cigarettes is addictive, through their individual advertising and public relations campaigns and collectively through The Tobacco Institute, the Tobacco Companies have denied unequivocally that they are engaged in controlling the level of nicotine in cigarettes for the purpose of developing and sustaining addiction to their products. Since the "Day One" program broadcast by ABC and the March 24, 1994 Congressional Hearings, spokespersons for The Tobacco Institute and the Tobacco Companies have in nationwide television broadcasts and publications denied all the charges that the Tobacco Companies manipulate nicotine levels in cigarettes. During their appearance before Congress on April 14, 1994, the chief executives of each of the Tobacco Companies testified that their companies do not manipulate nicotine levels in or otherwise add nicotine to their cigarettes to create or sustain addiction to their products.

53.

Nicotine content of the raw tobacco is not the only variable manipulated by the cigarette manufacturers to deliver a pharmacologically active dose of nicotine to the smoker. Cigarettes are not simply cut tobacco rolled into a paper tube. Modern cigarettes as sold in Pennsylvania are painstakingly designed and manufactured to control nicotine delivery to the smoker.

54.

For example, cigarette manufacturers add several ammonia compounds during the manufacturing process which increase the delivery of nicotine and almost double the nicotine transfer efficiency of cigarettes.

55.

Brown & Williamson publicly denies that the use of ammonia in the processing of tobacco increases the amount of nicotine absorbed by the smoker. Nevertheless, the company's own internal documents reveal that it and its rivals use ammonia compounds to increase nicotine delivery. A 1991 Brown & Williamson confidential blending manual states:

"Ammonia, when added to a tobacco blend, reacts with the indigenous nicotine salts and liberates free nicotine. . . As the result of such change the ration of extractable nicotine to bound nicotine in the smoke may be altered in favor of extractable nicotine. As we know, extractable nicotine contributes to impact in cigarette smoke and this is how ammonia can act as an impact booster."

According to the Brown & Williamson manual, all American cigarette manufacturers except Liggett use ammonia technology in their cigarettes.

56.

Defendant have fraudulently concealed the existence of the causes of action alleged below. The Plaintiff and members of the general public have exercised due diligence to learn of their legal rights, and despite such diligence, failed to uncover the existence of the violations alleged below until very recently. Defendants affirmatively concealed the existence of the causes of action alleged below through the following actions, among others:

a. testifying falsely under oath before the United States Congress,

b. Providing false explanations to customers and to governmental entities regarding the health hazards of tobacco and the addictive qualities of nicotine,

c. Conducting activities in furtherance of the conspiracy in secret, including clandestine meetings, using tobacco company attorneys to secure documents that might reveal the dangers of cigarettes and the addictive nature of nicotine, closing done research projects and moving research and information facilities outside the United States,

d. Requiring employees to keep secret all information about the dangers of cigarette smoking and the addictive nature of nicotine under threats of severe legal consequences.

THE TOLLING OF THE STATUTE OF LIMITATIONS

57.

The statute of limitations as to the Plaintiffs and all Class members has been interrupted by the Defendants' affirmative and intentional acts of fraudulent concealment, suppression and denial of the facts as alleged above. The Plaintiffs are informed and believe that such acts of fraudulent concealment included intentionally concealing and refusing to disclose internal documents, suppressing and subverting medical and scientific research, and failing to disclose and suppressing information concerning the addictive properties of nicotine and the Tobacco Companies' manipulation of the levels of nicotine in their cigarettes to addict consumers. Through such acts of fraudulent concealment, the Tobacco Companies have successfully concealed from the public the truth about the addictive nature of tobacco, and their manipulation of nicotine levels in their cigarettes, thereby tolling the statute of limitations as to the Plaintiffs and all Class members. The Plaintiffs and all other Class members could not reasonably have discovered the true facts until very recently, the truth having been fraudulently and knowingly concealed by the Tobacco Companies for years.

58.

The Tobacco Companies were under a duty to disclose their manipulation of nicotine levels fin their cigarettes because this is non public information over which the Tobacco Companies had exclusive control, because the Tobacco Companies knew that this information was not generally available to the Plaintiffs or to Class members, and because this information was crucial to the Plaintiffs and Class members in making their purchasing decisions. As a result of this concealment, Class members were deprived of informed consent regarding their ingestion of an addictive drug, and were deprived of any choice on which to make a risk/bereft assessment.

59.

Until shortly before filing of the Complaint in this action, the Plaintiffs and the members of this Class had no knowledge that the Defendants were engaged in the wrongdoing alleged herein. Because of the fraudulent and active concealment of the wrongdoing by the Tobacco Companies and the passive concealment by their Distributors, including certain deliberate efforts - which continue to this day - to give the Plaintiffs and the Class members the materially false impression that nicotine is not addictive and that the Tobacco Companies are not manipulating the nicotine levels of their cigarettes, the Plaintiffs and the members of the Class could not reasonably have discovered the wrongdoing at any time prior to Defendants' wrongful conduct constitutes a "continuous tort" which, for statute of limitation purposes, renews itself from day to day, until the tortious conduct by the Defendants ceases, or until the injury to Plaintiff and putative class members abates.

60.

Plaintiffs hereby affirm that no claims relating to cigarette labeling are being made pursuant to the advertising and warnings pre-empted by the Federal Cigarette and Labeling and Advertising Act 15 USC Section 1331.

FIRST CLAIM FOR RELIEF
[Suppression And Deceit]

61.

The Plaintiffs, on behalf of themselves and all other persons similarly situated, reallege, as if fully set forth, each and every allegation contained in paragraphs 1 through 60 above, and further allege:

62.

At all times relevant hereto, the Defendants have repeatedly uniformly denied that nicotine is not addictive. Moreover, the Tobacco Companies have recently stated under oath that they do not manipulate nicotine levels in their cigarettes so as to addict or maintain the addiction of consumers, and denied that nicotine is addictive.

63.

In representations to the Plaintiffs and members of the Class, the Defendants uniformly omitted and were silent about the following material information: Nicotine is addictive and the Tobacco Companies manipulate nicotine levels and acetaldehyde and ammonia compounds in their cigarettes so as to addict consumers.

64.

Because of the health dangers and risks of smoking cigarettes, the Defendants were under a duty to disclose facts to the Plaintiffs and Class members about the addictive nature of nicotine, the Tobacco Companies' manipulation of the nicotine levels in cigarettes, and the Tobacco Companies' intent to addict the Plaintiffs and the Class members. The Defendants had access to material facts concerning the addictive nature of nicotine, the Tobacco Companies' manipulation of nicotine levels in Defendants' cigarettes, and the Tobacco Companies' intent to addict or maintain the addiction of the Plaintiffs and Class members. The Defendants knew that, prior to the Plaintiffs' addiction to nicotine, the Plaintiffs and Class members could not reasonably have discovered the addictive nature of nicotine, the Tobacco Companies' manipulation of the nicotine levels in their cigarettes, and the Tobacco Companies' intent to addict or maintain the addiction of the Plaintiffs and the Class members. In addition, the Defendants actively concealed and/or remained silent about the addictive nature of nicotine, the Tobacco Companies' manipulation of nicotine levels in their cigarettes, and the Tobacco Companies' intent to addict or maintain the addiction of the Plaintiffs and the Class members.

65.

The representations were false when made and the Defendants knew, reasonably should have known, or were reckless in not knowing that they were false. In fact, nicotine was known to the Defendants to be addictive, the level of nicotine in the Tobacco Companies' cigarettes was known to be manipulated by the Tobacco Companies, and the intent to addict or maintain the addiction of the Plaintiffs and Class members was known to the Tobacco Companies. The actions of the Defendants, all done to maximize sales and profit at the expense of the class members' and the public's health and safety throughout the Commonwealth of Pennsylvania, were so outrageous as to constitute ill will, bad motive and reckless indifference to the interests of Pennsylvanians.

66.

The misrepresentations and omissions were made deliberately, willfully, maliciously, and/or negligently to mislead the Plaintiffs and the members of the Class.

67.

The Plaintiffs and the members of the Class had no way to determine that the Defendants' representations were false and misleading, and that they included material omissions.

68.

By reason of Defendants' misrepresentations and failure to disclose, the Plaintiffs and the members of the Class are addicted or subject to be addicted to the Defendants' cigarettes and have been injured in an amount to be proven at trial. The Plaintiffs and the Class members therefore seek an award of all compensable and equitable relief to which they are entitled by law.

69.

The Tobacco Companies knew that nicotine was addictive, that they manipulated the amount of nicotine level in their cigarettes, and that they intended to addict the Plaintiffs and the Class members, but they failed and/or refused to disclose these facts to the Plaintiffs and the Class members, all with the purpose of inducing them to purchase the Tobacco Companies' cigarettes, thus causing the Plaintiffs and the Class to incur physical, emotional, economic and other damages in an amount to be proven at trial. Additionally, the Distributors knew or reasonably should have known that nicotine was addictive, and as the Distributor of a product known to cause health hazards and health risks, they owed a duty to the Plaintiffs and the Class to disclose these facts through channels of communication other than advertising and promotion.

70.

All of the Defendants, therefore, are liable to the Plaintiffs and to the members of the Class jointly and severally for all general, special, and equitable relief to which the Plaintiffs and the Class are entitled by law.

SECOND CLAIM FOR RELIEF
[Negligent Misrepresentation]

71.

The Plaintiffs, on behalf of themselves and all other persons similarly situated, reallege, as if fully set forth, each and every allegation contained in paragraphs 1 through 70, above, and further allege:

72.

By reason of their knowledge and expertise regarding the addictive nature of nicotine, manipulation of the amount of nicotine level in their cigarettes, and the Tobacco Companies' intent to addict, and by reason of their statements to consumers in advertisements and other communications, and by reason of their silence and inaction at all times relevant hereto, the Defendants owed the Plaintiffs and the members of the Class a duly of care which required, among other things, that the Defendants be truthful and accurate in their representations to the Plaintiffs and members of the Class concerning their cigarettes.

73.

The Defendants breached their duty of care to the Plaintiffs and the Class by negligently making the material misrepresentations alleged in the First Claim for Relief.

74.

The Plaintiffs and the members of the Class reasonably relied on the Defendants' representations, when in fact those representations, omissions, and silence constituted negligent misrepresentations.

75.

This reliance by the Plaintiffs and the Class was not only foreseeable by the Defendants, but also was intended by them.

76.

By reason of Defendants' negligent misrepresentations, omissions, and silence, the Plaintiffs and the members of the Class became addicted to cigarettes and have been damaged in an amount to be proved at trial. Additionally, Defendants conduct was so outrageous as to constitute ill will, bad motive and reckless indifference to the interests of Pennsylvanians. The Plaintiffs, therefore, are entitled to punitive damages. Additionally, all of the Defendants, are liable to the Plaintiffs and to the members of the Class jointly and severally for all general, special, and equitable relief to which the Plaintiffs and the Class are entitled by law.

THIRD CLAIM FOR RELIEF
[Intentional Infliction of Emotional Distress]

77.

The Plaintiffs, on behalf of themselves and all other persons similarly situated, reallege as if fully set forth, each and every allegation contained in paragraphs 1 through 76 hereof, and further allege:

78.

The Defendants acted in an extreme and outrageous manner toward the Plaintiffs and the members of the Class through a course of conduct that included denying that nicotine is addictive while manipulating the levels of nicotine in their cigarettes so as to addict or maintain the addiction of the Plaintiffs and the members of the Class to their cigarettes, and/or by remaining silent about the addictive properties of nicotine. The Defendants acted with the intention of causing, or reckless disregard of the probability of causing, emotional distress to the Plaintiffs and members of the Class.

79.

As a direct, foreseeable, actual and proximate result of the Defendants' conduct, the Plaintiffs and the Class have suffered and continue to suffer physical injury and severe emotional distress for which they are entitled to damages.

80.

At all times relevant hereto, the Defendants' conduct was intentional and/or outrageous and beyond the bounds of reasonableness, and was in reckless disregard for the safety of the Plaintiffs and the Class. Defendants' conduct was so outrageous as to constitute reckless indifference to the interests of Pennsylvanians. The Plaintiffs, therefore, are entitled to punitive damages. Additionally, all of the Defendants are liable to the Plaintiffs and to the members of the Class jointly and severally, and for all general, special, and equitable relief to which the Plaintiffs and the Class are entitled by law.

FOURTH CLAIM FOR RELIEF
[Negligence, Negligent Infliction of Emotional Distress]

81.

The Plaintiffs, on behalf of themselves and all other persons similarly situated, reallege, as if fully set forth, each and every allegation contained in paragraphs 1 though 80 hereof, and further allege:

82.

The Defendants had a duty to the facts pertaining to the addictive nature of nicotine their manipulation of nicotine levels and their addition of acetaldehyde and ammonia compounds to enhance nicotine's addictive effects.

83.

The Defendants breached their duty of reasonable care to the Plaintiffs and Class members by the following acts and omissions:

A. Failure to design, manufacture, and sell cigarettes that were not addictive and/or that did not contain acetaldehyde and ammonia compounds and unreasonable and/or unnecessary levels of nicotine;

B. Failing to exercise proper care under the circumstances, due to the health hazards and health risks of smoking cigarettes.

84.

As a direct and proximate result of the carelessness, negligence, fault, silence, omission, and inaction of the Defendants, the Plaintiffs and Class members have suffered reasonable and foreseeable damages in an amount to be proven at trial including, without limitation, physical and economic injury, and severe emotional distress. Defendants' conduct was so outrageous as to constitute reckless indifference to the interests of Pennsylvanians. The Plaintiffs, therefore, are entitled to punitive damages. Additionally, all of the Defendants, therefore, are liable to the Plaintiffs and to the members of the Class jointly and severally for all general, special, and equitable relief to which the Plaintiffs and the Class are entitled by law.

FIFTH CLAIM FOR RELIEF
[Breach of Express Warranty]

85.

The Plaintiffs, on behalf of themselves and all other persons similarly situated, reallege, as if fully set forth, each and every allegation contained in paragraphs 1 through 84, hereof, and further allege:

86.

The Defendants' warranted that the Tobacco Companies' cigarettes were not addictive, that the Tobacco Companies did not manipulate the nicotine levels in their cigarettes, and that the Tobacco Companies did not intend to addict or maintain the addiction of the Plaintiffs and Class members.

87.

As alleged above, the Defendants breached their warranties by offering for sale, and selling as non-addictive, the Tobacco Companies' cigarettes that were addictive, and contained levels of nicotine 'manipulated by the Tobacco Companies to make them addictive.

88.

The Defendants' breach of their express warranties has caused the Plaintiffs and the Class members to become addicted or remain addicted to nicotine, which entitles them to compensatory and punitive damages in an amount to be proven at trial. All of the Defendants, therefore, are liable to the Plaintiffs and to the members of the Class jointly and severally for all general, special, and equitable relief to which the Plaintiffs and the Class are entitled by law.

SIXTH CLAIM FOR RELIEF
[Breach of Implied Warranty]

89.

The Plaintiffs, on behalf of themselves and all other persons similarly situated, reallege, as if fully set forth, each and every allegation contained in paragraphs 1 through 88, above, and further allege:

90.

The Defendants impliedly warranted that their cigarettes, which they designed, manufactured, distributed, and sold to the Plaintiffs and members of the Class, were merchantable for their ordinary use, that the nicotine in the cigarettes was not addictive, and that the Tobacco Companies have not manipulated and do not manipulate their nicotine levels so as to make them addictive to the Plaintiffs and the Class.

91.

The Defendants' cigarettes purchased and consumed by the Plaintiffs and the members of the Class were addictive, unmerchantable, and therefore unfit for use when sold, and subjected the Plaintiffs and members of the Class to addiction and/or increasing addiction. Therefore, the Defendants breached the implied warranty of merchantability at the time that the Defendants' cigarettes were sold to the Plaintiffs and Class members in that the Defendants' cigarettes were not fit for their ordinary purposes.

92.

As a direct and proximate result of the Defendants' breach of the implied warranty of merchantability, the Plaintiffs and Class members are addicted or subject to addiction to the Defendants' cigarettes, which entitles them to compensatory and punitive damages in an amount to be proven at trial. All of the Defendants, therefore, are liable to the Plaintiffs and to the members of the Class jointly and severally for all general, special, and equitable relief to which the Plaintiffs and the Class are entitled by law.

SEVENTH CLAIM FOR RELIEF
[Strict Product Liability]

93.

The Plaintiffs, on behalf of themselves and all other persons similarly situated, reallege, as if fully set forth, each and every allegation contained in paragraphs 1 through 93, above, and further allege against the Tobacco Companies:

94.

At all relevant times herein, the Tobacco Companies were engaged in the business of manufacturing, marketing, supplying and "fling their cigarettes for ultimate retail sale to the Plaintiffs and the members of the Class. The Tobacco Companies manufactured their cigarettes, manipulated the level of nicotine in their cigarettes, and then sold these cigarettes to the Distributors, who sold the Tobacco Companies' cigarettes to the Plaintiffs and Class members

95.

The Tobacco Companies' cigarettes were expected to and did reach the Plaintiffs and the members of the Class without substantial change in their condition as manufactured, manipulated and sold by the Tobacco Companies. The distributor Defendants aided and abetted in the sale of addictive products to the class members.

96.

The Plaintiffs and the Class members consumed the cigarettes in the manner in which the cigarettes were intended to be used, that is, for personal consumption, causing and/or subjecting the Plaintiffs and Class members to become addicted to nicotine.

97.

The Plaintiffs and the members of the Class were not aware of, and reasonably could not have discovered, the addictive nature of cigarettes, the Tobacco Companies' manipulation of the nicotine levels of their cigarettes, and the Tobacco Companies' intent to addict or maintain the addiction of the Plaintiffs and Class members. As a direct and proximate result of Defendants' design, manufacture, promotion, marketing and sale of Defendants' cigarettes, Plaintiffs and class members have suffered addiction or are subject to addiction to Defendants' cigarettes and have suffered compensatory and punitive damages in an amount to be proven at trial.

98.

The Tobacco Companies' cigarettes, containing levels of nicotine manipulated by the Tobacco Companies, caused or subjected the Plaintiffs and Class members to become addicted to nicotine upon personal consumption, and therefore constitute a product unreasonably dangerous for normal use due to their defective design, defective manufacture, and the Tobacco Companies' misrepresentations and inadequate facts disclosed to the Plaintiffs and the members of the Class.

99.

The Tobacco Companies and the Distributor Defendants, therefore, are strictly liable to the Plaintiffs. Additionally, Defendants' conduct was so outrageous as to constitute ill will, bad motive and reckless indifference to the interests of Pennsylvanians. The Plaintiffs, therefore, are entitled to punitive damages. All of the Defendants are liable to Plaintiffs and to members of the Class jointly and severally for all general, special, and equitable relief to which the Plaintiffs and the Class are entitled by law.

EIGHTH CLAIM FOR RELIEF
[Conspiracy]

100.

Plaintiffs, on behalf of themselves and all others similarly situated, reallege, as if fully set forth, each and every allegation contained in paragraphs 1 through 99 above, and further allege:

101.

Beginning at least as early as the 1950's and continuing until the present day, Defendants entered into a conspiracy with the intentional and unlawful purpose and effect of restraining and suppressing research on the harmful effects of smoking; remaining and suppressing the dissemination of information on the addictive effects of nicotine; engaging in affirmative misrepresentations on the addictive effects of nicotine and the harmful effects of smoking; and restraining and suppressing the research, development, production and marketing of a safer cigarette. In furtherance of Defendants' conspiracy, Defendants lent encouragement, substantial assistance, and otherwise aided and abetted each other with respect to these wrongful acts.

102.

As a direct and proximate result of Defendants' unlawful conspiracy, the Plaintiffs and others similarly situated have suffered and will continue to suffer substantial injuries and damages.

103.

As a result of Defendants' conspiracy, Defendants are vicariously and jointly and severally liable with respect to each cause of action described above.

104.

Defendants' conduct was so outrageous as to constitute ill will, bad motive and reckless indifference to the interests of Pennsylvanians. The Plaintiffs, therefore, are entitled to punitive damages.

105.

The Plaintiffs and others similarly situated are therefore entitled to compensatory damages in an amount to be proven at trial. All of the Defendants are liable to the Plaintiffs and to the members of the class jointly and severally for all general, special and equitable relief to which the Plaintiffs and the class are entitled by law.

NINTH CLAIM FOR RELIEF
[Equitable (Injunctive and/or Declaratory) Relief]

106.

Plaintiffs on behalf of themselves and all others similarly situated, reallege, as if fully set forth, each and every allegation contained in paragraphs] through 105 above, and further allege:

107.

The class members have no adequate remedy at law, rendering injunctive and other equitable relief appropriate in that damages cannot adequately compensate Plaintiffs and class members for the injuries suffered and threatened.

108.

Accordingly, Plaintiffs on behalf of themselves and all others similarly situated, request the following class-wide equitable relief:

(a) That a judicial determination and declaration be made of the rights of Plaintiffs and the Class members and the corresponding responsibilities Defendants;

(b) That Defendants be declared to be financially responsible for notifying all Class members of nicotine's addictive nature, Defendants' manipulation of nicotine levels in their Tobacco Products, and Defendants' intent to addict Plaintiffs and the Class members, with restitution and refunds to Plaintiffs and Class members of all or part of the sums paid by them to purchase Defendants' falsely promoted Tobacco Products;

(c) That Defendants be ordered to disgorge, for the benefit of the Class, all or part of their ill-gotten profits received from the sale of cigarettes and/or to make full restitution to the Plaintiffs and Class members; and

(d) That Defendants be ordered to create a medical monitoring fund, under the continuing jurisdiction and supervision of the Court to monitor the health of Plaintiffs and class members and to pay or reimburse class members for all medical expenses caused by Defendants' wrongdoing. The Defendants also be ordered to fund smoking cessation programs including the provision of nicotine replacement therapy for dependent smokers. Smokers are entitled to a "medical monitoring" fund because, as a result of the addictive nature of nicotine in cigarettes, they are at risk for addiction-related physical, mental and emotional harm and are demonstrably at increased risk for lung disease, heart disease, cancer and other well- established smoking-related ailments. Due to the demonstrably addictive properties of nicotine and the levels designed and delivered by Defendants in their Tobacco Products, the need for ongoing monitoring is a reasonably certain consequence of Class members' exposure to nicotine. All other harmful or carcinogenic ingredients in Tobacco Products, and the recommended monitoring is reasonable.

PRAYER FOR RELIEF

WHEREFORE, the Plaintiffs request that this Honorable Court issue an order and judgment against the Defendants, jointly and severally, as follows:

1. An Order certifying the class and any appropriate subclass thereof under the appropriate provisions of Pennsylvania Rule 1710 and appointing Plaintiffs and their counsel to represent the Class;

2. For the equitable relief requested herein:

3. Ordering Defendants to disclose, disseminate and publish all research previously conducted directly or indirectly by themselves and their respective agents, affiliates, servants, officers, directors, employees and all persons acting in concert with them that relates to the issue of smoking and health and addiction;

4. Ordering Defendants to fund a corrective public education campaign relating to the issue of smoking and health, administered and controlled by an independent third party;

5. Ordering Defendants to fund smoking cessation programs including the provision of nicotine replacement therapy for dependent smokers;

6. Ordering Defendants to disclose the nicotine yields of their products based on machine tests and human confirmation studies for each brand;

7. Ordering Defendants to cease adding acetaldehyde and ammonia compounds to their cigarettes;

8. Ordering Defendants to cease manipulating the levels of nicotine in their cigarettes and/or adding acetaldehyde and ammonia compounds to the cigarettes so as to enhance nicotine's addictive properties;

9. Ordering Defendants to pay compensatory damages in an amount to be proven at trial, together with interest and costs;

10. Awarding the Plaintiffs reasonable attorney's fees and costs;

11.Awarding the Plaintiffs punitive money damages in an amount to be proven at trial, sufficient to punish the Defendants for their conduct and to deter such conduct in the future;

12. Declaring that the Defendants, now and in the past target and/or encourage children to purchase and consume tobacco products;

13.Enjoining the Defendants from targeting and/or encouraging children to purchase and consume tobacco products;

14.Awarding the Plaintiffs such other extraordinary, declaratory and/or injunctive relief as permitted by law as necessary to assure the Plaintiffs have an effective remedy; and

15. For such other and further relief as the Court deems just and proper, that the Plaintiffs are entitled to receive, and;

16. For medical monitoring, whether denominated as damages or in the granting of equitable relief.

Respectfully Submitted,

/s/
ARNOLD LEVIN
Levin, Fishbein, Sedran & Berman
320 Walnut Street, Suite 600
Philadelphia, PA 19106
(215) 592-1500

/s/
JULIA MCINERNY
Coale & Van Susteren
5335 Wisconsin Avenue, Suite 720
Washington, DC 20015
(202) 686-6500

/s/
THOMAS E. MELLON, JR.
Mellon, Webster & Mellon
87-89 North Broad Street
Doylestown, PA 18901
(215) 348-7700

/s/
DIANNE M. NAST
Roda & Nast, P.C.
36 East King Street
Lancaster, PA 17602
(717) 397-1700

/s/
STEPHEN A. SHELLER
Sheller, Ludwig & Badey
1528 Walnut Street
Philadelphia, PA 19102
(215) 546-7300

DATE: 8-8-96

STEVEN R. ARCH
1202 Wellington Street
Philadelphia, PA 19111;

and
WILLIAM BARNES
8638 Temple Road
Philadelphia, PA 19147;

and

CIARAN McNALLY
524 North 19th Street
Philadelphia, PA 19130;

and

CATHERINE POTTS 52
Kennedy Drive
Fairless Hills, PA 19030;

and

NORMA RODWELLER
2232 Academy Drive
Bensalem, PA 19020;

and

BARBARA SALZMAN
8524 Augusta Street
Philadelphia, PA 19152;

and

EDWARD J. SLIVAK
855 Brill Street
Philadelphia, PA 19124;

and

JOHN TEAGLE
3029 West York Street,
Philadelphia, PA 19132

ON BEHALF OF THEMSELVES AND ALL OTHER PERSONS SIMILARLY SITUATED

(Plaintiffs)

vs.

The American Tobacco Company, Inc.
c/o Brown & Williamson
through its agent for service of process CT Corporation Systems
1635 Market Street Philadelphia, PA 19103;

and

American Brands, Inc.
through its agent for service of process U.S. Corporation Co. 225 S.
15th Street Philadelphia, PA 19102;

and R.J. Reynolds Tobacco Company
through its agent for service of process The Prentice-Hall Corporation System, Inc. 319 Market Street Harrisburg, PA 17101;

and

RJR Nabisco, Inc.
through its agent for service of process CT Corporation Systems 123
S. Broad Street Philadelphia, PA 19109;

and

Brown & Williamson Tobacco Corporation
through its agent for service of process CT Corporation Systems
1635 Market Street Philadelphia, PA 19103;

and

Batus, Inc.
through its agent for service of process via the Pennsylvania Long- Arm Statute The Corporation Trust Company 1209 Orange Street Wilmington, DE 19801;

and

Batus Holdings, Inc.
through its agent for service of process via the Pennsylvania Long- Arm Statute The Corporation Trust Company 1209 Orange Street Wilmington, DE 19801;

and

B.A.T. industries P.L.C.
c/o Batus Holdings, Inc.
through its agent for service of process via the Pennsylvania Long- Arm Statute The Corporation Trust Company 1209 Orange Street Wilmington, DE 19801;

and

Philip Morris, Inc.
through its agent for service of process CT Corporation Systems
1635 Market Street Philadelphia, PA 19103;

and

Philip Morris Companies, Inc.
through its agent for service of process CT Corporation Systems 1635 Market Street Philadelphia, PA 19103;

and

Lorillard Tobacco Company, Inc.
through its agent for service of process The Prentice-Hall Corporation Systems, Inc. 319 Market Street Harrisburg, PA 17101;

and

Lorillard, Inc.
through its agent for service of process U.S. Corporation Co. 225 S.15th Street Philadelphia, PA 19102;

and

Loews Corporation
c/o Lorillard, Inc.
through its agent for service of process U.S. Corporation Co. 225
S.15th Street Philadelphia, PA 19102;

and

United States Tobacco Company
through its agent for service of process CT Corporation Systems 123
S. Broad Street Philadelphia, PA 19109;

and

UST, Inc.
c/o United States Tobacco Company
through its agent for service of process CT Corporation Systems 123
S. Broad Street Philadelphia, PA 19109;

and
The Tobacco Institute, Inc.
through its agent for service of process CT Corporation Systems 123
Broad Street Philadelphia, PA 19109;

and

The Council for Tobacco Research-U.S.A., Inc. through its agent for service of process via the Pennsylvania Long-Arm Statute The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, DE 19801;

and

Liggett Group, Inc.
through its agent for service of process CT Corporation Systems 1635 Market Street Philadelphia, PA 19103;

and

Liggett & Myers, Inc.
through its agent for service of process CT Corporation Systems 123 S. Broad Street Philadelphia, PA 19109;

and

Brooke Group, Ltd.
c/o Liggett Group, Inc.
through its agent for service of process CT Corporation Systems 1635 Market Street Philadelphia, PA 19103;

and
Pennsylvania Distributors Association, Inc. 212 Locust Street Suite 408 Harrisburg, PA 17101; and

United Wholesale Tobacco and Candy
d/b/a United Vending Service, Inc.
4718 Pennypack Street
Philadelphia, PA 19136

(Defendants)