WL 2016634, *5 (N.D.Cal. Sept.14, 1998) (“The PPM alone cannot lay the basis for a claim brought under Section 12(a)(2) because it indicates in no uncertain terms that its use should be limited only to the recipient of the PPM.”); Vannest v. Sage, Rutty & Co., Inc., 960 F.Supp. 651 (W.D.N.Y.1997) (following the line of cases concluding that a PPM by definition is not a public offering within the meaning of Section 12(a)(2)); Lennon v. Christoph, Civ. No. 94-6152, 1996 U.S. Dist. LEXIS 9943, *52-*53 (N.D.Ill. July 12, 1996) (granting summary judgment to the defendants as to the Section 12(a)(2) claims because “[b]y definition, a private placement memorandum such as the one at issue here does not involve a public offering”); In re JWP Inc. Sec. Litig., 928 F.Supp. 1239 (S.D.N.Y.1996) (<HOLDING>); Glamorgan Coal Corp. v. Rainer’s Group, Civ.
holding that placement of a contractual limitations period in a section entitled claims was reasonable holding that explicit cautionary language in private placement memorandum rendered alleged misstatements immaterial and made them not actionable under bespeaks caution doctrine holding that section 12a2 did not apply to a private placement memorandum which was subject to a section 42 exemption holding that an exemption can be claimed even in the face of nondischargeable debt and noting that congress was well aware of the relationship between section 522c and section 528 and carefully excepted from the exemption section some but not all nondischargeable debts holding that a private alternative placement need not meet the criteria of a fape