Lilley

MEMORANDUM *

Michael W. Lilley and other class representatives who were shareholders of Kene-tech (collectively “Lilley”) appeal the district court’s grant of summary judgment to Defendants-Appellees Kenetech Corporation and selected directors, officers, and underwriters (collectively “Kenetech”) under Section 11 of the Securities Act of 1933 and Section 10(b) of the Securities Act of 1934. Lilley alleges that Kenetech failed adequately to disclose in Kenetech’s Initial Public Offering (“IPO”) and Preferred Redeemable Increased Dividend Equity Securities (“PRIDES”) prospectuses (“prospectuses”) the risks associated with the Model 33M-VS wind turbine (“33M-VS”). Lilley argues that Kenetech’s prospectuses contained false and misleading statements and projections regarding the 33M-VS.

Because the parties are familiar with the facts and the procedural history, we do not recite them herein except as may be necessary to understand our decision. In the mid-1980’s, Kenetech determined' that if wind energy could be produced for five cents per kilowatt hour (“5