LEGAL MATTERS	9 Months Ended
Oct. 31, 2015
LEGAL MATTERS
LEGAL MATTERS	NOTE 14—LEGAL MATTERS The Company is party to various actions and claims arising in the normal course of business. The Company believes that amounts accrued for awards or assessments in connection with all such matters are adequate and that the ultimate resolution of these matters will not have a material adverse effect on the Company’s financial position. However, there exists a possibility of loss in excess of the amounts accrued, the amount of which cannot currently be estimated. While the Company does not believe that the amount of such excess loss will be material to the Company’s financial position, any such loss could have a material adverse effect on the Company’s results of operations in the period(s) during which the underlying matters are resolved. Following the announcement of the Merger Agreement (defined in Note 15 below), the following putative shareholder class action/derivative complaints relating to the Offer and the Merger were commenced. On November 10, 2015, purported Company shareholder Stephen Bushansky filed a putative class action and derivative lawsuit on behalf of himself and a putative class of public Company shareholders, as well as on behalf of the Company derivatively (the “Bushansky Complaint”), in the Court of Common Pleas in Philadelphia County, Pennsylvania. On November 24, 2015, purported shareholder Henry Tindel filed a similar putative class action and derivative lawsuit on behalf of himself and a putative class of public Company shareholders, as well as on behalf of the Company derivatively (the “Tindel Complaint”), in the Court of Common Pleas in Philadelphia County, Pennsylvania. In addition, on November 30, 2015, purported shareholders David Katz and John Solak each filed a similar putative class action and derivative lawsuit on behalf of himself and a putative class of public Company shareholders, as well as on behalf of the Company derivatively (the “Katz Complaint” and the “Solak Complaint”, respectively, and together with the Bushansky Complaint and the Tindel Complaint, the “State Court Complaints”), in the Court of Common Pleas in Philadelphia County, Pennsylvania. The State Court Complaints name the Company as a nominal defendant and allege claims for breach of fiduciary duties against the Company’s directors (the “Individual Defendants”) and claims against Bridgestone Americas, Inc., Parent (defined in Note 15 below) and Purchaser (defined in Note 15 below) (collectively, with the Individual Defendants, the “Defendants”) for aiding and abetting the Individual Defendants’ purported breaches of fiduciary duties in connection with entering into the Merger Agreement and effecting the Transactions. The Tindel Complaint, the Katz Complaint and the Solak Complaint also allege that the Individual Defendants breached their fiduciary duties by filing a Solicitation/Recommendation Statement on Schedule 14D-9 that was allegedly materially misleading and incomplete. Despite being titled a Shareholder Class Action Complaint and including several paragraphs of class action allegations, the Solak Complaint only contains claims asserted derivatively and does not allege any claim on behalf of a class of Company shareholders. The State Court Complaints generally seek, among other relief, declaratory and injunctive relief, including an order (a) enjoining the Defendants from finalizing the Offer and consummating the proposed transaction until the purported breaches of fiduciary duty are remedied, and (b) rescinding the Merger Agreement or any actions taken under the terms of the Merger Agreement or granting rescissory damages. The State Court Complaints further seek costs and reasonable attorneys’ and experts’ fees. Also on November 24, 2015, purported Company shareholder Jack Edwards filed a shareholder class and derivative action complaint in the United States District Court for the Eastern District of Pennsylvania (the “Edwards Complaint”, and together with the State Court Complaints, the “Shareholder Complaints”). Like the State Court Complaints, the Edwards Complaint names the Company as a nominal defendant and alleges claims for breach of fiduciary duties against the Individual Defendants and claims against Bridgestone Americas, Inc., Parent and Purchaser for aiding and abetting the Individual Defendants’ purported breaches of fiduciary duties in connection with entering the Merger Agreement and effecting the Transactions. The Edwards Complaint also alleges claims against the Defendants for violations of Section 14(e) of the Exchange Act and against the Individual Defendants for violations of Section 20(a) of the Exchange Act in connection with the filing of the Solicitation/Recommendation Statement on Schedule 14D-9. The Company intends to vigorously defend against these claims. The outcome of this litigation cannot be predicted at this time and any outcome in favor of the plaintiffs could have an adverse effect on the proposed transaction, the Company’s financial condition, and the Company’s results of operations.

NOTE 14—LEGAL MATTERS

The Company is party to various actions and claims arising in the normal course of business. The Company believes that amounts accrued for awards or assessments in connection with all such matters are adequate and that the ultimate resolution of these matters will not have a material adverse effect on the Company’s financial position. However, there exists a possibility of loss in excess of the amounts accrued, the amount of which cannot currently be estimated. While the Company does not believe that the amount of such excess loss will be material to the Company’s financial position, any such loss could have a material adverse effect on the Company’s results of operations in the period(s) during which the underlying matters are resolved.

Following the announcement of the Merger Agreement (defined in Note 15 below), the following putative shareholder class action/derivative complaints relating to the Offer and the Merger were commenced.

On November 10, 2015, purported Company shareholder Stephen Bushansky filed a putative class action and derivative lawsuit on behalf of himself and a putative class of public Company shareholders, as well as on behalf of the Company derivatively (the “Bushansky Complaint”), in the Court of Common Pleas in Philadelphia County, Pennsylvania. On November 24, 2015, purported shareholder Henry Tindel filed a similar putative class action and derivative lawsuit on behalf of himself and a putative class of public Company shareholders, as well as on behalf of the Company derivatively (the “Tindel Complaint”), in the Court of Common Pleas in Philadelphia County, Pennsylvania. In addition, on November 30, 2015, purported shareholders David Katz and John Solak each filed a similar putative class action and derivative lawsuit on behalf of himself and a putative class of public Company shareholders, as well as on behalf of the Company derivatively (the “Katz Complaint” and the “Solak Complaint”, respectively, and together with the Bushansky Complaint and the Tindel Complaint, the “State Court Complaints”), in the Court of Common Pleas in Philadelphia County, Pennsylvania. The State Court Complaints name the Company as a nominal defendant and allege claims for breach of fiduciary duties against the Company’s directors (the “Individual Defendants”) and claims against Bridgestone Americas, Inc., Parent (defined in Note 15 below) and Purchaser (defined in Note 15 below) (collectively, with the Individual Defendants, the “Defendants”) for aiding and abetting the Individual Defendants’ purported breaches of fiduciary duties in connection with entering into the Merger Agreement and effecting the Transactions. The Tindel Complaint, the Katz Complaint and the Solak Complaint also allege that the Individual Defendants breached their fiduciary duties by filing a Solicitation/Recommendation Statement on Schedule 14D-9 that was allegedly materially misleading and incomplete. Despite being titled a Shareholder Class Action Complaint and including several paragraphs of class action allegations, the Solak Complaint only contains claims asserted derivatively and does not allege any claim on behalf of a class of Company shareholders. The State Court Complaints generally seek, among other relief, declaratory and injunctive relief, including an order (a) enjoining the Defendants from finalizing the Offer and consummating the proposed transaction until the purported breaches of fiduciary duty are remedied, and (b) rescinding the Merger Agreement or any actions taken under the terms of the Merger Agreement or granting rescissory damages. The State Court Complaints further seek costs and reasonable attorneys’ and experts’ fees.

Also on November 24, 2015, purported Company shareholder Jack Edwards filed a shareholder class and derivative action complaint in the United States District Court for the Eastern District of Pennsylvania (the “Edwards Complaint”, and together with the State Court Complaints, the “Shareholder Complaints”). Like the State Court Complaints, the Edwards Complaint names the Company as a nominal defendant and alleges claims for breach of fiduciary duties against the Individual Defendants and claims against Bridgestone Americas, Inc., Parent and Purchaser for aiding and abetting the Individual Defendants’ purported breaches of fiduciary duties in connection with entering the Merger Agreement and effecting the Transactions. The Edwards Complaint also alleges claims against the Defendants for violations of Section 14(e) of the Exchange Act and against the Individual Defendants for violations of Section 20(a) of the Exchange Act in connection with the filing of the Solicitation/Recommendation Statement on Schedule 14D-9.

The Company intends to vigorously defend against these claims. The outcome of this litigation cannot be predicted at this time and any outcome in favor of the plaintiffs could have an adverse effect on the proposed transaction, the Company’s financial condition, and the Company’s results of operations.