On March 3, 2002, FTD.Com, Inc. and IOS Brands Corporation entered into an agreement by which a newly-formed, wholly-owned subsidiary of Florists’ Transworld Delivery, Inc. (FTDI), a wholly-owned subsidiary of IOS, would merge with FTD.Com, with FTD.Com surviving the merger and becoming a wholly-owned subsidiary of FTDI. The agreement was announced publicly on March 4, 2002, before the market opened. At that time, IOS, through a wholly-owned subsidiary, controlled 83.2% of the outstanding common shares of FTD.Com. The remaining shares, representing 16.8% of FTD.Com’s common shares, traded on the NASDAQ. IOS’s securities were not publicly traded, although IOS regularly submitted publicly-available filings about its financial performance and other aspects of its operations to the Securities and Exchange Commission and other governmental agencies.

The actions alleged that FTD.Com’s directors, including those who were designated as a Special Committee of the Board of Directors of FTD.COM in connection with the merger, lacked independence and that all defendants, including the Special Committee, breached fiduciary duties owed to plaintiffs in pursuing the merger. The plaintiffs also alleged that the terms of the merger agreement were unfair to FTD.Com’s public shareholders.

The settlement will provide freely tradable and non-assessable shares of FTD, Inc., class A common stock having a value equal to the total of $10.7 million. The settlement shares will be issued, if possible, under an exemption from registration. All costs, taxes and fees, including those of FTD’s transfer agent, incurred in issuing or distributing the settlement shares at any time or registering them at the time of issuance are to be borne by FTD. The settlement shares will be appropriately adjusted to account for any stock splits, stock dividends, or the issuance of shares of FTD that were not authorized as of the date of the settlement agreement, but which occur during the following time periods: (1) from 10 trading days before the fee order becoming final to when settlement shares are issued to the plaintiffs’ counsel; (2) from 10 trading days before the distribution order becoming final to when shares are issued to the settlement administrator; and (3) from 10 trading days before the distribution order becoming final to when shares are issued and delivered to the settlement administrator for distribution to authorized claimants.

The number of shares to be issued and delivered by FTD will be computed by dividing the net settlement amount by a number equal to the median of all high and low daily trading prices of FTD common stock as reported by Nasdaq for the 10 trading days prior to the date that the distribution order becomes final. The settlement administrator will determine each authorized claimant’s pro rata share of the net settlement shares based upon the amount of each authorized claimant’s “recognized claim,” to be calculated as follows:

(a) With respect to shares of FTD common stock owned as of the close of the market on March 1, 2002, and held as of the close of the merger on June 27, 2002, the recognized claim will equal 100% of the difference between the value of such shares on March 1, 2002, at the closing price of $9.00 and the value of such shares on June 27, 2002, at the price of $3.21.

(b) With respect to FTD common stock owned as of the close of the market on March 1, 2002, and sold prior to the close of the merger on June 27, 2002, the recognized claim will be 100% of the difference between the value of such shares on March 1, 2002, at the closing price of $9.00 and the sum received for such shares when sold.

(c) With respect to FTD common stock purchased after March 1, 2002, and held as of the close of the merger on June 27, 2002, the recognized claim will equal 5% of the difference between the amount paid for such shares and the value of such shares on June 27, 2002, at the price of $3.21.

(d) With respect to FTD shares purchased after March 1, 2002, and sold prior to the close of the merger on June 27, 2002, the recognized claim will be 5% of the difference between the amount paid for such shares and the sum received for such shares when sold.

Sales during the class period will be matched against holdings as of the beginning of the class period and purchases during the class period on a First-In, First-Out basis. Transactions resulting in a gain shall offset any losses. The date of a purchase or sale is the contract or trade date, not the settlement date. Commissions shall not be included in determining purchase or sale price.

Claims forms may be downloaded from the settlement web site, and must be mailed to the following address, postmarked no later than May 13, 2004:

In re FTD.COM, Inc. Shareholders Litigation
c/o Complete Claim Solutions, Inc.
P.O. Box 24722
West Palm Beach, FL 33416

Questions may be directed to the claims administrator by calling (888) 657-0623.