The Law Offices of Curtis V. Trinko, LLP Announce Notice of Pendency.

NEW YORK--(BUSINESS WIRE)--March 22, 1999--

The following is an announcement made by the

Law Offices of Curtis V. Trinko, LLP:

Civil Action No. 99-1638

James Lichtenberg and John Bansbach, on behalf of himself and all others similarly situated, Plaintiffs

--against--

Besicorp Group Inc., BGI Acquisition LLC, BGI Acquisition Corp., Michael F. Zinn, Melanie Norden, Michael J. Daley, Gerald A. Habib, Richard E. Rosen, Steven I. Eisenberg, and Martin E. Enowitz, Defendants

Within the past 20 days, a putative class action was filed asserting (i) claims under the federal securities laws, Sections 14(a) and 20(a) of the Securities and Exchange Act of 1934, 15 U.S.C. Sections 78n(a), 78(t), and Rule 14a-9 (17 C.F.R. Section 240.14a-9) in connection with the issuance of a materially misleading proxy statement in connection with the solicitation of the shareholders of Besicorp Group Inc. ("Besicorp") to vote to approve the Plan of Merger ("Merger Plan") by and among Besicorp, BGI Acquisition Corp., and BGI Acquisition LLC, dated March 2, 1999; as well as (ii) common law violations arising from certain defendants' breach of fiduciary duties, and the aiding and abetting of such breach of fiduciary duties.

The Plaintiffs allege that the Proxy disseminated by Besicorp and the Director Defendants is false and materially misleading because it fails to adequately disclose all available material information regarding the effect of the Merger Plan upon two pending derivative actions against defendants Zinn, Habib, Rosen and Daley, as well as against three former directors of the company, Harold Harris and defendants Steven Eisenberg and Martin Enowitz. While the Proxy disclosed that consummation of the Plan of Merger may result in the termination of the derivative actions, the Proxy fails to disclose, inter alia, that the transaction was intentionally structured to accomplish the improper and premature termination of these suits by depriving the derivative plaintiffs of standing to continue those actions.

Further, the Proxy fails to disclose that successful resolution of these actions could result in the cancellation of 1.2 million shares of Besicorp common stock which certain defendants improperly issued to themselves and are the subject of one of the derivative suits. Thus, more than $44.5 million of the merger consideration, which would otherwise have been improperly paid to certain defendants in the derivative actions, would be available to be paid, instead, to the public shareholders (who hold 44 percent of the company's outstanding stock) if that action is successfully adjudicated. In addition, more than $1 million in legal fees and expenses are at issue in the other suit, which would be paid to a spin-off company, Besicorp Ltd., upon a successful adjudication.

On March 18, 1999, United States District Judge William C. Conner issued a preliminary injunction directing that the company's interests in the derivative actions be assigned to Besicorp, Ltd., prior to the consummation of the Merger in order to maintain the status quo. In addition, the Court directed that the merger consideration to be received for the common stock at issue in the derivative action be maintained within the reach of the U.S. Courts so such proceeds would be available to satisfy any judgement which might be rendered in the derivative suit.

The Law Offices of Curtis V. Trinko, LLP, Goodkind Labaton Rudoff & Sucharow, and Harold B. Obstfeld, P.C. represent the representative plaintiffs, James Lichtenberg and John Bansbach. These firms have extensive experience litigating securities class actions. If your wish to discuss this action or have any questions concerning this notice or rights or interests, please contact plaintiffs' counsel, Curtis V. Trinko, of the Law Offices of Curtis V. Trinko, LLP, 16 West 46th Street, New York, New York, 10017, 212/490-9550, Bernard Persky of Goodkind Labaton Rudoff & Sucharow, LLP, 100 Park Avenue, New York, New York, 10017, 212/907-0700, or Harold B. Obstfeld of the Law Offices of Harold Obstfeld, 500 Fifth Avenue, New York, New York, 10110, 212/696-1212.

Within 60 days of this publication, any member of the putative class may move the court to serve as lead representative plaintiff.