On September 29, 1998, a class action lawsuit was filed in California Superior Court for Marin County on behalf of owners of the common stock of Discreet Logic, Inc. to enjoin the consummation of the proposed acquisition of the remaining shares of Discreet Logic by Autodesk, Inc. for a purchase price of 0.525 shares of Autodesk common stock per Discreet Logic share. Alternatively, in the event that the proposed transaction is consummated, plaintiff seeks to recover damages caused by the breach of fiduciary duties of care, candor and loyalty, described herein, owed by all defendants.
Discreet Logic develops, assembles, markets and supports non-linear, digital systems and software for creating, editing and composing imagery and special effects for film, video, and HDTV. The Company's systems and software are utilized by professionals for a variety of applications, including feature films, television programs, commercials, music videos, interactive game production and live broadcasting. Discreet Logic's systems have played roles in the creation of special visual effects for recent films such as Forrest Gump, Independence Day, The Fifth Element, Batman & Robin, Contact, Air Force One, and Titanic. They have also played roles in various television programs, special events, music videos, and commercials.
There is no indication that defendants have taken any steps to ensure that the interests of Discreet Logic's shareholders, in maximizing the value of their holdings, are being protected from Autodesk's control. Defendants have not conducted an auction for Discreet Logic, solicited other offers, or otherwise sought out other potential purchasers or the highest possible bid for Discreet Logic. Nor have defendants explored strategic alternatives which will obtain the highest possible price for Discreet Logic's stockholders or return greater or equivalent value to the plaintiff and the Class.

Update

The parties have stipulated to dismiss the case with prejudice. This dismissal is made and based upon conversations between counsel regarding the merits of the case, Perry Simon’s pending Demurrer and the recent procedural Orders in this action, including:
1. 1. The Marin County Superior Court’s Order Affirming Tentative Ruling filed June 16, 1999, sustaining Discreet Logic, Inc.’s Demurrer without leave to amend; and
2. The Court of Appeal of the State of California, First Appellate District’s Alternative Writ of Mandate filed May 26, 1999, and the Marin County Superior Court’s subsequent Order Pursuant to Write of Mandate quashing the service of summons on defendants Richard Szalwinski, Brian P. Drummon and Thomas Cantwell.
Each party shall bear their own expenses, costs and fees.