Full opinion text
DOTY, District Judge. This matter is before the court on the following motions: 1. A motion by the named plaintiffs to amend the Stipulation and Settlement Agreement in the present action; 2. A motion by the named plaintiffs and defendants, other than the Philadelphia Eagles , for final approval of the Stipulation and Settlement Agreement as modified by the various amendments agreed to by the parties; 3. A motion by the named plaintiffs and defendants, other than the Philadelphia Eagles, for entry of various factual findings concerning the reconstitution and recognition of the National Football League Players Association (“NFLPA”) as a labor union and the application of the nonstatutory labor exemption to various terms of a recently executed collective bargaining agreement; and 4. A motion by the named plaintiffs to sanction the Philadelphia Eagles. Based on a review of the file, record and proceedings herein, the court grants the motion to amend the Stipulation and Settlement Agreement, grants final approval of the amended version of the Stipulation and Settlement Agreement, denies plaintiffs’ motion for sanctions, overrules all objections, grants the motion for further factual findings and makes the findings set forth below. BACKGROUND This antitrust action was filed on September 21,1992, less than two weeks after a jury rendered its verdict in McNeil v. National Football League, 1992-2 Trade Cas. (CCH) ¶ 69,982, 1992 WL 315292 (D.Minn. Sept. 10, 1992) (special verdict). The five named plaintiffs brought the present action on behalf of: (i) all players who have been, are now, or will be under contract to play professional football for an NFL club at any time from August 31, 1987 to the date of final judgment in this action and determination of any appeal therefrom, and (ii) all college and other football players who, as of August 31, 1987, to the date of final judgment in this action and the determination of any appeal therefrom, have been, are now, or will be eligible to play football as a rookie for an NFL team. (Pis.’ Second Am.Compl. at 8.) The White complaint, which originally sought only injunctive relief, was amended to seek both antitrust damages and injunctive relief stemming from the operation of the right of first refusal rules of Plan B, the college draft, the NFL Player Contract and the preseason pay rules. Defendants, the NFL and its twenty-eight member clubs, answered the complaint, denying all of plaintiffs’ material allegations and asserting various affirmative defenses and counterclaims. On January 6, 1993, the parties, with the assistance of this court, reached a tentative agreement to settle the present action. By order dated January 6, 1993, as amended and reaffirmed on February 17, 1993, the court certified, for the purposes of settlement, a damages and injunctive relief class pursuant to Federal Rule of Civil Procedure 23(b)(1) consisting of: (i) all players who have been, are now, or will be under contract to play professional football for an NFL club at any time from August 31,1987 to the date of final approval of the settlement of this action and the determination of any appeal therefrom, and (ii) all college and other football players who, as of August 31,1987, through the date of final approval of the settlement of this action and the determination of any appeals therefrom, have been, are now, or will be eligible to play football as a rookie for an NFL team. See White v. National Football League, Civ. No. 4-92-906, slip op. (D.Minn. Jan. 6, 1993) (entered nunc pro tunc); White v. National Football League, Civ. No. 4-92-906, slip op. (D.Minn. Feb. 17, 1993). On February 26,1993, plaintiffs and defendants entered into a Stipulation and Settlement Agreement (“the original Settlement Agreement”) which set forth the terms of the settlement as originally proposed. The Settlement Agreement was designed to bring an end to both the present action and a wide range of related cases. In an order dated February 26, 1993, this court granted preliminary approval of the original Settlement Agreement. See White v. National Football League, Civ. No. 4-92-906, slip op. at 2-3 (D.Minn. Feb. 26, 1993). Pursuant to Federal Rule of Civil Procedure 23(e), the court ordered plaintiffs, at their own expense, to send written notice by mail to class members. The court also ordered plaintiffs to publish a summary notice in USA Today. The notices, the contents of which were approved by the court, described the terms of the proposed settlement and informed all class members that a final approval hearing would be held on April 16, 1993, to determine whether the proposed settlement was fair, reasonable and adequate. The notices also informed class members that they had a right to submit written objections and to appear at the final approval hearing, in person or by counsel, to be heard in support of, or in opposition to, the settlement, or make any other statement of their position concerning the settlement. See id. In a class of more than 5,000 players, objections to the original Stipulation and Settlement Agreement were filed on behalf of seventy-three active or former NFL players. In addition, objections to the original settlement were filed on behalf of one NFL member club, the Philadelphia Eagles, sixteen college players, and one player agent. On April 16, 1993, the court held a final approval hearing on the original Stipulation and Settlement Agreement. The court heard arguments by counsel and class members both in support of and in objection to the proposed settlement. The court also heard testimony of various witnesses concerning the proposed settletoent. By order dated April 30, 1993, the court certified a mandatory settlement class pursuant to Federal Rule of Civil Procedure 23(b)(1), overruled all objections and granted final approval of the settlement. White v. National Football League, 822 F.Supp. 1389 (D.Minn.1993). In so ruling, the court specifically found that: (a) The terms of the Stipulation and Settlement Agreement fundamentally modify the NFL’s rules, policies and practices regarding veteran player movement and employment. The settlement also fundamentally modifies by agreement the college draft, the NFL Player Contract, and various other terms and conditions of NFL player employment. (b) The revised player mobility and employment rules represent a successful effort by NFL players to eliminate Plan B, and to bring about substantial modifications in the principles relating to veteran player transfers. (c) Under Eighth Circuit law, when evaluating the present Settlement Agreement, it is unnecessary for the court to determine whether every provision of the settlement, if adopted outside a settlement context and made subject to a trial on the merits, would be deemed reasonable after a full rule of reason inquiry. In fact, the court should not make such inquiry. (d) The Settlement Agreement, as a whole, is not per se illegal. (e) The court overrules all objections for the reasons previously set forth, and concludes that the overall agreement is fair, reasonable and adequate to the class. Id. ¶ 7.29, at 1431-32. The court further concluded that class members had been properly notified of the proposed class certification and the terms of the original settlement, id. § I, at 1399-1402, and that due process did not require that absent class members be given the right to opt out of the White class. Id. § III, at 1410-12. in addition to .its rulings concerning the settlement itself, the court also made various findings concerning the status of the NFLPA in its order dated April 30, 1993. In August 1987, the last collective bargaining agreement between players and defendants expired (“the 1982 Collective Bargaining Agreement”). In Powell v. National Football League, a class action in which players sought to challenge, inter alia, a predecessor of the Plan B veteran player restraints, the Eighth Circuit determined that the nonstatutory labor exemption would continue to protect NFL veteran player rules from antitrust scrutiny after the expiration of a collective bargaining agreement as long as an “ongoing collective bargaining relationship” existed between the players and the NFL. 888 F.2d 559, 568 (8th Cir.1989), superseded by, 930 F.2d 1293, 1303 (8th Cir.1989), cert, denied, 498 U.S. 1040, 111 S.Ct. 711, 112 L.Edüd 700 (1991). The Eighth Circuit did not, however, specify at what point the exemption would end, or what actions would be required to terminate the collective bargaining relationship. Powell, 930 F.2d at 1303 (“Upon the facts currently presented by this case, we are not compelled to look into the future and pick a termination point for the labor exemption.”) In light of the Eighth Circuit’s decision in Powell, players and the NFLPA sought to terminate the collective bargaining relationship so that players would be free to pursue their antitrust claims. This court, in its order of May 23, 1991, determined that various actions taken by the players and the NFLPA resulted in the termination of the NFLPA’s “status as a labor organization” sometime in November or December of 1989. Powell v. National Football League, 764 F.Supp. 1351, 1356 (D.Minn.1991) (holding only in McNeil); see Pittsburgh Steelers, Inc., No. 6-CA-23143, 1991 WL 144468, at *4 (June 26, 1991) (opinion by the Associate General Counsel of the NLRB finding that “the NFLPA has effectively disclaimed its representational rights and has converted itself from a Section 2(5) labor organization to a trade association”). On June 12, 1991, the Eighth Circuit denied defendants’ motion for interlocutory appeal of this court’s determination in McNeil that the NFLPA had ceased to function as a labor union. McNeil, No. 91-8088 (8th Cir. June 12, 1991). As a result, eight individual players were able to pursue their antitrust claims in McNeil. After the parties reached a tentative global settlement, the Board of the NFLPA passed a resolution seeking to again become the collective bargaining representative of the players. In mid-January 1993, the NFLPA began to collect authorization cards from NFL players designating it as their exclusive collective bargaining representative. By letter dated March 23, 1993, the NFLPA informed the NFL that: [a] majority of the players on 1992 season-ending rosters have now signed cards authorizing the NFLPA to represent them for purposes of collective bargaining. (Letter from Richard A. Berthelsen to Paul Tagliabue dated March 23, 1993.) After an independent entity, the American Arbitration Association, confirmed the authenticity of the cards, the NFL voluntarily recognized the NFLPA as the exclusive collective bargaining representative of the NFL players. (Letter from Harold Henderson to Eugene Upshaw dated March 29, 1993.) On March 31,1993, the NFLPA and representatives of the NFL Management Council, the multi-employer bargaining unit of the NFL owners, began negotiating in an effort to reach a new collective bargaining agreement. Those negotiations remained ongoing as of April 30, 1993, the date on which the court granted final approval of the original Stipulation and Settlement Agreement. White, 822 F.Supp. at 1397 n. 9. In the order of April 30, 1993, the court made the following findings concerning the NFLPA: (1) The NFLPA has been lawfully formed and selected by the players to serve as the exclusive collective bargaining representative of all present and future NFL players. (2) Neither the NFL nor any of its members have taken any action which in any way hindered or supported the formation of the NFLPA as the exclusive collective bargaining representative of all present and future NFL players. (3) The NFL and its member clubs have lawfully recognized the NFLPA as the players’ exclusive collective bargaining representative. (4) Accordingly, the NFLPA is fully authorized and empowered to enter into a new collective bargaining agreement with the NFL and its member clubs. Id. ¶ 10.7, at 1435-36. The original Settlement Agreement anticipated that the parties might reach a new collective bargaining agreement which incorporated those player movement rules set forth in the Settlement Agreement. The court did not enter final judgment on its order of April 30, 1993, because the parties were still attempting to negotiate such an agreement. On May 6,1993, the NFLPA and the NFL reached agreement on the terms of a new collective bargaining agreement (hereinafter “the Collective Bargaining Agreement”). On that date, the parties to various lawsuits involving the NFLPA’s group licensing program also reached final agreement on the terms of a settlement of those group licensing eases. As a result of those negotiations, the parties also agreed to amend various provisions of the Stipulation and Settlement Agreement, and plaintiffs moved the court to approve those amendments (“the proposed amendments”). The parties also made a joint motion requesting that the court reconfirm its prior findings and make further factual findings concerning the NFLPA’s status and the scope and applicability of the non-statutory labor exemption (“the requested findings”). The court held another preliminary hearing on June 1, 1993, to determine whether the proposed amendments to the Settlement Agreement and the requested findings fell within the range of possible approval, and whether the proposed notice and method by which notice would be given satisfied the requirements of due process. The court heard arguments both in support of and opposition to the pending motions. On June 2, 1993, the court preliminarily approved the proposed changes, scheduled a final settlement hearing for July 7, 1993, and ordered that notice of the proposed changes and date of the final hearing be provided to the class. White v. National Football League, Civ. No. 4-92-906, slip op. at 6-7 (D.Minn. June 2, 1993). The order further required that any class member wishing to appear at the final settlement hearing file notice of such intent, along with any papers setting forth the class member’s position concerning the pending motions, by June 22, 1993. See id. at 7-8. As of July 7, 1993, the date of the final settlement hearing, twenty-eight players, all of whom had previously objected to the terms of the original Stipulation and Settlement Agreement, filed objections to the motions currently before the court. One defendant, the Philadelphia Eagles, has filed objections to both the original settlement and the pending motions. Despite published notice, and notice mailed to those class members most likely to be affected by the proposed changes to the Settlement Agreement, see infra Section I (detailing notice), as of the date of this order, August 19, 1993, there have been no new persons filing objections to the pending motions. Moreover, on June 18, 1993, the NFLPA announced the ratification of the new Collective Bargaining Agreement, which incorporates almost verbatim the player movement rules contained in the amended version of the Settlement Agreement. The vast majority of the players who voted, more than ninety-six percent, supported the ratification of the new Collective Bargaining Agreement. Supplemental Declaration of Douglas F. Allen ¶ 2 (July 1, 1993) (hereinafter “Allen Supp.Deel”). On July 7, 1993, the court conducted the final settlement hearing. All persons who wished to speak were permitted to do so, and the court heard argument both in support of and against the amended Settlement Agree■ment and the requested findings. The court also requested that any proposed findings concerning the pending motions be submitted by July 14, 1993, and considered all such submissions. As noted in its order of April 30, 1993, the court has an extensive record on which to evaluate the fairness, reasonableness and adequacy of both the original Settlement Agreement, and the motions currently pending. That record includes the voluminous submissions in the present action, and the court’s personal knowledge as a result of presiding over both the present action and its predecessors for more than five years, including the ten-week jury trial in McNeil. White, 822 F.Supp. at 1397. That record has provided the court with: a comprehensive view of the workings of the NFL and the employment practices of its member clubs, the collective bargaining and labor relations history within the NFL, the nature and effects of the right of first refusal/compensation rules and other player-related rules, the terms of the proposed settlement and the nature and likely effect of the proposed NFL player rules. Id. at 1399. Against that background, and for the reasons stated herein, the court grants the motion to amend the Stipulation and Settlement Agreement, grants final approval of the amended version of the Stipulation and Settlement Agreement, overrules all objections to the pending motions, denies plaintiffs’ motion to sanction the Philadelphia Eagles, grants the motion for further factual findings, incorporates all of the findings previously set forth in its order of April 30, 1993, and makes additional findings as set forth below. I. PROPER NOTICE WAS GIVEN TO THE CLASS OF THE PROPOSED AMENDMENTS, THE MOTION TO GRANT FINAL APPROVAL OF THE AMENDED SETTLEMENT AGREEMENT AND THE REQUESTED FINDINGS CONCERNING THE NFLPA AND THE NONSTATUTORY LABOR EXEMPTION 1.1 The court has evaluated whether the terms of the amended Settlement Agreement and the requested findings are fair, reasonable and adequate using the two-stage procedure suggested in the Manual for Complex Litigation, § 30.44, at 241-42 (2d ed. 1985). The first stage involved the court’s preliminary determination of whether the amended Settlement Agreement and the requested findings fell within the range of possible approval, and whether class members should be notified of the pending motions, and the date of a final hearing on those motions. On June 2, 1993, the court determined that the amended version of the Settlement Agreement and the requested factual findings fell within the range of possible approval, and that class members should be notified of the motions and the date on which the court would conduct a final settlement hearing, July 7, 1993. White v. National Football League, Civ. No. 4-92-906, slip op. at 6-7 (June 2, 1993). The second stage of the court’s evaluation process involved sending notice to members of the class. The proposed amendments to the Settlement Agreement relate solely to various aspects of the new player movement system in the NFL; none of the proposed changes affects the amount of any settlement payment due to class members under the terms of the original Settlement Agreement. Thus, only those class members who continue to play for NFL clubs will likely be affected by the proposed amendments. The court therefore determined that plaintiffs should mail a copy of the approved notice to the following class members: Ü) all players who were on the Active List of an NFL club at the end of the 1992 NFL season; (2) all rookies who were selected by an NFL club in the 1993 college draft; and (3) all other players, including rookie free agents, who have signed, since March 1, 1993, a contract with an NFL club for the 1993 NFL season. Id. at 6-8. The notice described the amendments to the Settlement Agreement and the requested findings, allowed class members to file objections to the pending motions prior to the final settlement hearing and provided that objectors would have an opportunity to appear and be heard at the final hearing. Id. Appendix A. The court further ordered that: A Summary Notice that is substantially similar to the one used for the original Stipulation and Settlement Agreement ... shall be published in one issue of an appropriate publication as soon as practicable after the date of entry of this order Id. at 7 (citation omitted). 1.2 As previously determined in the June 2, 1993, order granting preliminary approval, the court finds that the foregoing notice of the requested findings of fact, the proposed amendments to the Settlement Agreement and the final hearing on July 7, 1993, is proper and adequate as to timing, content and means of transmission. Id. (such notice is “found to be due, adequate and sufficient notice, and the best notice practicable under the circumstances”). 1.3 With respect to the pending motions and the final hearing on July 7, 1993, the following notice was given: (a)On June 4, 1993, court-approved notice of the July 7, 1993, hearing and summary of the terms of the proposed changes was mailed by first-class mail, postage prepaid, to all persons whom the parties have been able to determine, through their best efforts, are class members who were on the Week 17 Roster List of an NFL Club at the end of the 1992 NFL season, and with respect to whom the parties have been able to obtain a current or last-known mailing address. Affidavit of Arnold D. Herz of Dissemination of Notice to Class ¶¶ 2-3 (June 22, 1993) (hereinafter “Herz Aff.”). (b) On June 9, 1993, court-approved notice of the July 7, 1993, hearing and summary of the terms of the proposed changes was mailed by first-class mail, postage prepaid, to most of the persons whom the parties have been able to determine, through their best efforts, are class members who had been selected in the 1993 NFL College Draft and/or had signed, between March 1, 1993 and June 7, 1993, a player contract for the 1993 NFL Season (“the rookie class members”), and with respect to whom the parties have been able to obtain a current or last-known mailing address. On June 10 and 11, 1993, the foregoing notice was mailed to the remaining rookie class members. Id. ¶¶ 4-6 & n. 1. (c) Summary Notice substantially similar to that used for the original Stipulation and Settlement Agreement was published in the Sports Section of the June 10, 1993 National Edition of USA Today, a daily newspaper with a circulation of approximately 1,840,000. Id. h 8 & Exh. F. (d) In addition to the foregoing, the NFLPA gave notice of the proposed changes to numerous class members during meetings that were conducted for purposes of obtaining player ratification of the new Collective Bargaining Agreement. On May 14, 1993, the proposed changes were also discussed during a seminar held by the NFLPA and attended by over one hundred agents who represent professional football players. Cf. Alexander v. National Football League, 1977-2 Trade Cas. (CCH) ¶ 61,370, at 72,989, 1977 WL 1497, at *7 (D.Minn.1977) (circumstances that increase the effectiveness of published notice to professional football players include “the fact that many class members are represented by agents or attorneys who stay conversant with player-club developments”). (e) Papers in support of the pending motions were served on all persons who had previously objected to the settlement, or their counsel. Notice of the preliminary hearing on June 1, 1993, the proposed class notice and the proposed order for preliminary approval were also served on all of those individuals or their counsel. 1.4 Class members were given extensive and proper court-approved notice of the requested factual findings and the proposed amendments to the Settlement Agreement, and had an adequate and reasonable opportunity to formulate and present meaningful objections to the pending motions. Class members received extensive notice of both the terms of the original Stipulation and Settlement Agreement and the final fairness hearing on April 16, 1993. See White, 822 F.Supp. § I, at 1399-1402 (detailing that notice). Persons who filed objections to the original Stipulation and Settlement Agreement were notified of the pending motions and the date of the preliminary approval hearing. The original objectors had an opportunity to attend that hearing on June 1, 1993, and had nearly three weeks available to prepare and file objections between preliminary approval of the proposed changes on June 2, 1993, and the deadline for filing such objections, June 22, 1993. Class members who received mailed notice of the proposed changes had more than a week to prepare and file any objections, and almost four weeks notice of the date of the final hearing. In addition, almost four weeks were available between the publication of the Summary Notice in the June 11, 1993, edition of USA Today, and the final hearing date. 1.5 The court finds that the mailed and published notices clearly satisfy both Rule 23 and due process requirements. Overall, approximately 2,524 notices of the proposed changes were mailed to those class members most likely to be affected by the changes. Herz Aff. ¶¶ 2-7. Of those, a total of 99, or less than four percent, were returned by the Postal Service as undeliverable. Of the 99 returned notices, 91 were re-mailed to newly located addresses. Id. ¶ 7. See Grunin v. International House of Pancakes, 513 F.2d 114, 121 (8th Cir.) (“individualized notice by mail to the last known address [is] the ‘best notice practicable’ in a class action contest”) (quoting Eisen v. Carlisle & Jacquelin, 417 U.S. 156, 174-77, 94 S.Ct. 2140, 2151-2152, 40 L.Ed.2d 732 (1974)), cert. denied, 423 U.S. 864, 96 S.Ct. 124, 46 L.Ed.2d 93 (1975). 1.6 The court finds that the mailed and published notices of the July 7,1993, hearing were reasonably calculated, under all of the circumstances of NFL football, to apprise class members of the pending motions and afford them an opportunity to object. See, e.g., Reynolds v. National Football League, 584 F.2d 280, 285 (8th Cir.1978); Grunin, 513 F.2d at 121 (“the mechanics of the notice process are left to the discretion of the court subject only to the broad ‘reasonableness’ standards imposed by due process”) (citations omitted). The mailed and published notices fairly, reasonably and adequately conveyed to class members the requisite information concerning the proposed changes, and afforded a reasonable time in which class members could formulate and file their objections, if any, to the pending motions. See id.; cf. 2 Herbert Newberg & Alda Conte, Newberg on Class Actions § 11.57, at 11-140 (3d ed. 1992) (“the period from receipt of notice until the actual settlement hearing is often 30 days or less”). 1.7 The mailed notices also stated that class members could obtain more detailed information concerning the proposed amendments and the present litigation from the court; the published notice provided that upon objection, further information could be obtained from class counsel. See Grunin, 513 F.2d at 122 (“[e]lass members are not expected to rely on the notices as a complete source of settlement information”) (citation omitted). 1.8 Based on the foregoing and all other evidence before the court, the court finds that pursuant to the requirements of Rule 23 and due process, proper notice of the requested factual findings and the terms of the amended Settlement Agreement has been given to class members. Accordingly, the court overrules any objections to the adequacy of the notice provided to the class. II. A DEFINABLE CLASS EXISTS THAT SATISFIES THE REQUIREMENTS OF FEDERAL RULE OF CIVIL PROCEDURE 23(b)(1) 2.1 The court incorporates the findings previously set forth in Section II of its order of April 30, 1993, and supplements those findings as follows. See White, 822 F.Supp. § II, at 1402-10. 2.2 After the parties reached agreement on the terms of the original Stipulation and Settlement Agreement, class counsel and the NFLPA, in the course of negotiating the terms of the new Collective Bargaining Agreement, were able to obtain further concessions from the NFL defendants which provide substantial additional benefits to the class. See infra ¶ 6.4 (setting forth additional benefits to class). The court finds that the proposed amendments reflecting those concessions, the NFLPA’s negotiation of the new Collective Agreement and class counsel’s participation in those negotiations further demonstrate that the settlement has been the product of arm’s length negotiations, and that class counsel have vigorously and adequately represented the interests of all class members. See Paxton v. Union Nat’l Bank, 688 F.2d 552, 562-63 (8th Cir.1982) (setting forth test by which to determine adequacy of representation), cert. denied, 460 U.S. 1083, 103 S.Ct. 1772, 76 L.Ed.2d 345 (1983). 2.3 The court also finds that the NFLPA’s consultation in the negotiation of the original Settlement Agreement, the proposed amendments and the requested findings has substantially contributed to class counsel’s ability to represent all members of the class and to negotiate a fair, reasonable and adequate settlement. The overwhelming ratification of the new Collective Bargaining Agreement, by a vote of 788 to 34, further confirms that class counsel’s representation of the class has not been compromised, and that class counsel and the named plaintiffs have adequately represented all class members. See White, 822 F.Supp. ¶¶ 2.12-2.21, at 1404-07 (concluding that the named plaintiffs and class counsel adequately represent the White class). 2.4Relying on the foregoing findings, and those previously set forth in the order of April 30, 1993, the court reaffirms that a definable class exists that satisfies the requirements of, and should be finally certified pursuant to, Federal Rule of Civil Procedure 23(b)(1). Cf. Reynolds, 584 F.2d at 283 (pri- or to Shutts, finding that certification of a 23(b)(1) class is appropriate in cases involving antitrust challenges to a system of player restraints because “[ajntitrust violations involving the rules and practices governing professional players may require the imposition of broadly based remedies”). III. DUE PROCESS DOES NOT REQUIRE THAT ABSENT CLASS MEMBERS BE GIVEN THE RIGHT TO OPT OUT OF THE WHITE SETTLEMENT CLASS 3.1 In its order of April 30, 1993, the court concluded “that due process does not require that absent class members be afforded an opportunity to opt out of the White class settlement.” White, 822 F.Supp. ¶ 3.6, at 1412. In making this determination, the court found that the Supreme Court’s decision in Phillips Petroleum Co. v. Shutts, 472 U.S. 797, 105 S.Ct. 2965, 86 L.Ed.2d 628 (1985) does not preclude the certification of a mandatory class pursuant to Federal Rule of Civil Procedure 23(b)(1) in cases where claims for injunctive relief predominate over any claims for monetary damages. White, 822 F.Supp. ¶ 3.2, at 1410-11. 3.2 The court further determined that the present case is one “in which the plaintiff class’s claims for structural, injunctive relief ‘predominate’ over its claims for damages.” Id. ¶ 3.3, at 1411. The court relied on various factors to support this conclusion, including: (a) the repeated motions for preliminary and permanent injunctive relief filed by the plaintiffs in Powell, McNeil, Jackson, and White; (b) the need to provide a meaningful class remedy by preventing future injuries and ongoing litigation through the implementation of broad structural injunctive relief; (c) the record, and particularly plaintiffs’ testimony, in McNeil; (d) the repeated statements of class counsel, other player representatives, and defendants and their representatives emphasizing the necessity for major restructuring of player rules affecting the terms and conditions of employment; and (e) the terms of the original Stipulation and Settlement Agreement itself, which devoted 179 pages of the 188-page document to redefining the rules and practices governing player employment in the NFL. Id. The proposed amendments also focus on the restructuring of the rules and practices governing player employment. Five of the six proposed amendments modify provisions of the Settlement Agreement that concern structural changes to the NFL arising from the injunctive relief afforded to class members. See infra Section IV (detailing proposed amendments). As previously discussed, none of the. proposed amendments affect the monetary relief provided pursuant to the terms of the original Stipulation and Settlement Agreement. See supra ¶ 1.1; White, 822 F.Supp. ¶¶ 4.9-4.10, at 1414-15 (summarizing terms of monetary settlement). The proposed amendments thus provide further support for the court’s determination that class members’ claims for injunctive relief predominate over the claims for monetary damages. 3.3 In the order of April 30, 1993, the court also determined that opt-out rights are not constitutionally required in cases where sufficient alternative procedural safeguards have been employed. Id. ¶ 3.4, at 1411-12; see Williams v. Burlington Northern, Inc., 832 F.2d 100, 104 (7th Cir.1987) (although plaintiff did not have the right to opt out, court “provided [plaintiff] with the equivalent due process protection that would be accorded to a Rule (23)(b)(3) class member”), cert. denied, 485 U.S. 991, 108 S.Ct. 1298, 99 L.Ed.2d 508 (1988); cf. Robertson v. National Basketball Ass’n, 556 F.2d 682, 685-86 (2d Cir.1977) (discussing due process rights of mandatory class members prior to Shutts). Although absent class members do not have the right to opt out, the court concluded that the requirements of due process had been satisfied for purposes of approving the original Stipulation and Settlement Agreement because class members had been: (1) adequately represented by the named plaintiffs; (2) adequately represented by capable and experienced class counsel; (3) provided with adequate notice of the proposed settlement; (4) given an opportunity to object to the settlement; and (5) assured that the settlement will not be approved unless the court, after analyzing the facts and law of the case and considering all objections to the proposed settlement, determines it to be fair, reasonable and adequate. Id. ¶ 3.4, at 1412 (citing Williams, 832 F.2d at 104; Nottingham Partners v. Dana, 564 A.2d 1089, 1100-01 (Del.1989)). Examining those factors, the court determines that absent class members have again been adequately represented by named plaintiffs and class counsel, see supra § II, have been afforded adequate notice of the pending motions and have been given a meaningful opportunity to object to the motions. See supra § I. In addition, the court has followed the same procedure in assessing the fairness, reasonableness and adequacy of the amended Settlement Agreement and the requested factual findings. Finally, the court has agreed to retain jurisdiction over this action during the express term of the Settlement Agreement, and thus the court will be in a position to ensure that all class members’ interests will be protected throughout the life of the settlement. See White, 822 F.Supp. at 1437. The court therefore concludes that class members’ due process rights have been satisfied for purposes of evaluating the present motions, and the final approval of the amended Settlement Agreement. 3.4 Various persons object to the pending motions because the proposed amendments do not alter the Settlement Agreement to provide them with the right to opt out of the White class. For the reasons set forth above and in its opinion of April 30, 1993, the court reaffirms that due process does not require that absent class members be afforded an opportunity to opt out of the White class settlement. See.id. § III, at 1410-12. Accordingly, the court overrules any objections to the certification of a mandatory class. IV. SUMMARY OF THE PROPOSED AMENDMENTS TO THE STIPULATION SETTLEMENT AGREEMENT A. Amendments Concerning Structural Relief 4.1 Free Agency. Proposed Amendment No. 1 modifies .the veteran free agency rules concerning Franchise and Transition Players, (a) Franchise Player Provisions Under the original version of the Stipulation and Settlement Agreement, a team was permitted to designate one Franchise Player per year by tendering an offer of a one year contract at a salary amounting to the greater of: (1) the average of the salaries from the prior season of the five highest paid players at the designated player’s same position; or (2) a twenty percent increase in the designated player’s previous year’s salary. See White, 822 F.Supp. ¶ 4.1(d), at 1413 (detailing Franchise Player provisions under original Settlement Agreement). Under the proposed amendment, any 1993 Franchise Player who had not signed a player contract as of June 14, 1993, had to receive one of the following tenders on June 15, 1993: (1) an upgraded tender for the average of the five largest 1993 salaries for players at his position as of May 6, 1993; or (2) the tender previously provided under the original Settlement Agreement, but in that event the Franchise Player became free to negotiate a player contract with any club subject to a right of first refusal and draft choice compensation of two first round draft picks. A 1993 Franchise Player will continue to have the right to receive a tender of 120 percent of his prior year’s salary, with all other terms of his prior year’s contract, including any guarantees and any incentive or performance bonuses, if he so wishes. If a club withdraws its required tender entirely, as before, a 1993 Franchise Player will be completely free to negotiate and sign a player contract with any club without any right of first refusal for his prior club, or any signing period. In future years of the Settlement Agreement, any player who is designated as a Franchise Player will receive one of two potential tenders under the proposed amendment: (1) an upgraded tender for the average of the five largest salaries for players at his position as of the last day of the Restricted Player signing period for that year (which is approximately May 1, 1994, for 1994 Franchise Players); or (2) a tender for the average of the five largest salaries for players at his position as of the prior year, but in that event the player will be free to negotiate a player contract with any club subject to a right of first refusal and draft choice compensation of two first round draft picks. In future years of the Settlement Agreement, a Franchise Player will continue to have the right to receive a tender of 120 percent of his prior year’s salary, with all other terms of his prior year contract, including any guarantees and any incentive or performance bonuses, if he so wishes. As before, if a club withdraws its required tender entirely, a Franchise Player will be completely free to negotiate and sign a player contract with any club without any right of first refusal for his prior club, or any signing period. (b) Transition Player Provisions Under the original version of the Settlement Agreement, in the first year of the Agreement, each team was permitted to designate two Transition Players by tendering an offer of a one year contract at a salary amounting to the greater of (1) the average of the salaries of the ten highest paid players at the designated player’s same position, or (2) a twenty percent increase in the designated player’s previous year’s salary. See White, 822 F.Supp. ¶ 4.1(e), at 1413 (summarizing Transition Player provisions under the original Settlement Agreement). Under the proposed amendment, any 1993 Transition Player who had not signed a player contract as of June 14, 1993, was to receive either an upgraded tender for the average of the ten highest 1993 salaries for players at his position as of May 6,1993, or, if he did not receive the upgraded tender, the player became free to negotiate a player contract with any club without any right of first refusal for his prior club. A 1993 Transition Player will continue to have the right to receive a tender of 120 percent of his prior year’s salary, with all other terms of his prior year’s contract, including any guarantees and any incentive or performance bonuses, if he so wishes. As under the original version of the Settlement Agreement, if a club withdraws its required tender entirely, a 1993 Transition Player will be completely free to negotiate and sign a player contract with. any club without any right of first refusal for his prior club, or any signing period. 4.2 College Draft. The proposed amendments related to expansion, as set forth in Proposed Amendment No. 2, modify Article IV of the Stipulation and Settlement Agreement, the College Draft provision, to provide that any expansion club may be allocated additional special draft selections in the drafts held prior to each of the first three seasons in which the expansion club will participate in regular league play, up to a maximum of one additional special draft selection for each expansion club in each round of the draft in each such year. 4.3 Entering Player Pool. Under the proposed amendments to the Stipulation and Settlement Agreement, the entering player pool, and the rookie allocation for each expansion team, will be increased to account for the additional special draft selections that may be allocated to expansion teams. See supra ¶ 4.2 (noting additional draft selections provided). 4.4 Salary Cap. Various amendments will impact the Salary Cap provisions of the Settlement Agreement. See White, 822 F.Supp. ¶¶ 4.3^15, at 1413-14 (summarizing Salary Cap provisions under the original Settlement Agreement). Proposed Amendment No. 4 involves a technical change in the mechanism for making adjustments to the Salary Cap in the event that player benefits unexpectedly increase as a percentage of Defined Gross Revenues at a time when the Salary Cap is in effect. Under the terms of the new Collective Bargaining Agreement, the NFLPA has a right to: (1) contest the NFL’s Projected Benefits Costs, see Collective Bargaining Agreement, art. XLVI, § 4 (May 6, 1993); and (2) reduce player benefit payments to a level not less than seven percent of Projected Defined Gross Revenues. Id. § 1. This proposed amendment provides for an immediate increase in the amount of money available under the Salary Cap for players’ salaries in the event that projected benefits costs are reduced pursuant to the terms of the new Collective Bargaining Agreement. As a result of the settlement in the licensing litigation, under Proposed Amendment No. 6, the calculation of Defined Gross Revenues in the Settlement Agreement may be reduced by up to $5 million per year to reflect payments that the NFLPA might receive from the NFL defendants over the next seven years. See infra ¶4.9 (setting forth details of this amendment). Proposed Amendment No. 2 will modify the Settlement Agreement so that any bonuses that are paid to veteran players drafted by expansion clubs will not be counted under the Salary Cap. See infra ¶ 4.6 (detailing expansion club bonuses for veteran players). B.Monetary Relief 4.5The proposed amendments to the Stipulation and Settlement Agreement do not change the monetary relief provided to class members under the terms of the original agreement. See White, 822 F.Supp. ¶¶ 4.9-4.10, at 1414-15 (summarizing terms of monetary relief provided under the original Stipulation and Settlement Agreement). C. Expansion Related Amendments 4.6 Other amendments, referred to collectively as Proposed Amendment No. 2, relate to NFL expansion. First, each expansion club may be allocated additional special draft selections in the drafts held prior to each of the first three seasons in which the expansion clubs will participate in regular league play, up to a maximum of one additional special draft selection for each expansion club in each round of the draft in each such year. See supra ¶4.2. Second, the entering player pool, and the rookie allocation for each expansion team, will be increased to account for these additional special draft selections. See supra ¶ 4.3. Third, the Collective Bargaining Agreement provides that each veteran player drafted by an expansion club will receive a relocation bonus of between $10,000 and $25,000. Collective Bargaining Agreement, art. XXXI, § 4. Under the proposed amendments to the Settlement Agreement, such bonuses will not be counted under the Salary Cap. See supra ¶ 4.4. D. Proposed Amendment to Clarify Offer Sheet Terms 4.7 Proposed Amendment No. 3 clarifies the rules concerning what type of conditional, that is variable or calculable, salary a club must match in order to retain a player subject to a right of first refusal. The amendment specifically sets forth what types, of conditional salary must be matched, thereby resolving the uncertainty created by a recent arbitration decision. E. Proposed Amendment Concerning the NFL’s Right to Terminate the Settlement Agreement 4.8 Proposed Amendment No. 5 extends the NFL’s right to terminate the Settlement Agreement in the event that players fail to ratify a new collective bargaining agreement in the period between the date on which the court enters the final consent judgment, and the end of the 1993 NFL season. F. Proposed Amendment to Change the Calculation of Defined Gross Revenues as a Result of the Settlement of the Licensing Litigation 4.9 At the time the court granted final approval to the original Settlement Agreement, various cases involving licensing rights were also in the process of being settled. Since that time, the parties have reached a final settlement of those cases, under which the NFLPA is to receive at least $5 million a year over the next seven years in additional licensing revenues. As part of that agreement, the calculation of Defined Gross Revenues under the present Settlement Agreement is to be altered, pursuant to Proposed Amendment No. 6, to allow a reduction of up to $5 million a year to reflect any such payments made by defendants, thereby avoiding a situation where defendants would be forced to pay those revenues twice. V. STANDARD FOR COURT EVALUATION OF THE AMENDED VERSION OF THE STIPULATION AND SETTLEMENT AGREEMENT AND THE REQUESTED FINDINGS 5.1 The court has evaluated the amended version of the Stipulation and Settlement Agreement and the requested factual findings using the same standard by which it evaluated the original Stipulation and Settlement Agreement. See White, 822 F.Supp. § V, at 1416-17; see also Bridgeman v. National Basketball Ass’n, Civ. No. 87-4001, Transcript at 13 (D.N.J. Sept. 24, 1990) (analyzing whether proposed amendment to the Bridgeman professional basketball settlement agreement “should be approved as fair, reasonable and adequate”). 5.2 As the court noted in its order of April 30, 1993: The policy in federal court favoring the voluntary resolution of litigation through settlement is particularly strong in the class action context. White, 822 F.Supp, ¶ 5.1, at 1416 (citing Armstrong v. Board of Sch. Directors, 616 F.2d 305, 312-13 (7th Cir.1980); Holden v. Burlington Northern, Inc., 665 F.Supp. 1398, 1405 (D.Minn.1987)). 5.3 Notwithstanding that policy, Federal Rule of Civil Procedure 23(e) provides that a class action may not be dismissed or compromised without court approval. Under Rule 23(e), the district court has a duty to protect the rights of both absent class members and the named plaintiffs. Grunin, 513 F.2d at 123; Welsch v. Gardebring, 667 F.Supp. 1284, 1289 (D.Minn.1987); 7B Charles Alan Wright, Arthur R. Miller & Mary Kay Kane, Federal Practice and Procedure § 1797, at 340 (2d ed. 1986) (“the purpose of [Rule 23(e) ] is to protect the nonparty members of the class from unjust or unfair settlements affecting their rights”). 5.4 The evaluation of a class action settlement is committed to the district court’s discretion, and will not be overturned except on a showing that the district court clearly abused its discretion. See, e.g., Wiener v. Roth, 791 F.2d 661, 662 (8th Cir.1986) (per curiam); Reynolds, 584 F.2d at 283; Grunin, 513 F.2d at 123; cf. In re Drexel Burnham Lambert Group, Inc., 960 F.2d 285, 292 (2d Cir.1992) (although appellate court “will ordinarily defer to a district court’s approval of a class action settlement unless there is a ‘clear showing’ that the district court abused its discretion____ [wjhere ... the district court simultaneously certifies a class and approves a settlement [the appellate court] will more rigorously scrutinize the district court’s analysis of the fairness, reasonableness and adequacy of both the negotiation process and the proposed settlement”), cert. dismissed, — U.S. —, 113 S.Ct. 1070, 122 L.Ed.2d 497 (1993). Great weight is accorded the district court’s views because the judge: ‘is exposed to the litigants, and their strategies, positions and proofs. [The district court judge] is aware of the expense and possible legal bars to success. Simply stated, [the district court judge] is on the firing line and can evaluate the action accordingly.’ Reynolds, 584 F.2d at 283 (quoting Grunin, 513 F.2d at 123 (quotation omitted)). 5.5 In making such an evaluation, the district court’s primary responsibility is to ensure that the settlement is “fair, reasonable, and adequate.” Van Horn v. Trickey, 840 F.2d 604, 606 (8th Cir.1988) (citing Grunin, 513 F.2d at 123); In re Flight Transp. Corp. Sec. Litig., 730 F.2d 1128, 1135 (8th Cir.1984), cert. denied, 469 U.S. 1207, 105 S.Ct. 1169, 84 L.Ed.2d 320 (1985). 5.6 When assessing the fairness, reasonableness and adequacy of the proposed settlement, the court is to examine various factors, the most important of which is the strength of plaintiffs’ case on the merits balanced against the benefits to the class provided by the settlement. Van Horn, 840 F.2d at 607; Grunin, 513 F.2d at 124; Holden, 665 F.Supp. at 1407. Other important factors include: 1) the opinions of the participants, including class counsel, class representatives, and class members; 2) the complexity, expense, and likely duration of further litigation; 3) the extent of discovery completed and the stage of the proceedings; and 4) the evidence, if any, that the proposed settlement is the product of fraud and collusion. Holden, 665 F.Supp. at 1407 (citations omitted); accord Armstrong, 616 F.2d at 314; Grunin, 513 F.2d at 124; Welsch, 667 F.Supp. at 1290. 5.7 Moreover, in its evaluation of the class settlement; the court does not have the responsibility of trying the case or ruling on the merits of the matters resolved by agreement. Alexander, 1977-2 Trade Cas. (CCH) ¶ 61,-370, at 72,993, 1977 WL 1497, at *12. Rather, “ ‘the very purpose of compromise is to avoid the delay and expense of such a trial.’ ” Id. (quoting Grunin, 513- F.2d at 124). VI. THE AMENDED STIPULATION AND SETTLEMENT AGREEMENT IS FAIR, REASONABLE AND ADEQUATE The court will apply the standard set forth in Section V to evaluate the pending-motions. A. The Strengths of Plaintiffs’ Case Balanced Against the Benefits of the Settlement 6.1 In weighing the strength of plaintiffs’ ease against the benefits provided by the amended Settlement Agreement, the court is not required: to balance the scales with the nicety of an apothecary. The very object of compromise ‘is to avoid the determination of sharply contested and dubious issues.’ Alexander, 1977-2 Trade Cas. (CCH) ¶ 61,-730, at 72,993, 1977 WL 1497, at *12 (quoting Young v. Katz, 447 F.2d 431, 433 (5th Cir.1971)). The court’s analysis generally will not go beyond “an amalgam of delicate balancing, gross approximations, and rough justice.” Welsch, 667 F.Supp. at 1290 (quoting City of Detroit v. Grinnell Corp., 495 F.2d 448, 468 (2d Cir.1974)). 6.2 The Risks of Further Litigation. The court concluded in its order of April 30, 1993 that players face numerous risks in going forward with the present litigation, including: (a) The Risk of an Appeal in McNeil Despite the McNeil verdict, defendants’ liability for the imposition of the right of first refusal/compensation rules of Plan B is still subject to appeal, and defendants have indicated their intent to appeal the McNeil verdict on a number of grounds, including the applicability of the nonstatutory labor exemption, defendants’ alleged incapacity as a “single entity” to enter into an antitrust conspiracy, the proper application of the rule of reason under Section 1 of the Sherman Act, and the “fact of injury” element of liability in a private antitrust action. Should the McNeil judgment be overturned on one or more of those grounds, players would at best be faced with the prospect of retrying, at great expense and after substantial delay, the issue of liability. At worst, if defendants were to prevail on certain issues, such as the nonstatutory labor exemption or the single entity defense, players might be entirely precluded from establishing liability. Because the McNeil verdict involved only the right of first refusal/compensation rules of Plan B, players would face the additional risk of establishing defendants’ liability concerning other challenged restraints, most significantly the college draft and the league’s preseason pay policies, with the latter claims burdened by pending counterclaims for substantial sums. (b) The Difficulty of Establishing Monetary Damages Even if such liability were established, the McNeil verdict demonstrates that the class members would face substantial obstacles and uncertainties in proving damages. Evaluating the same type of damage issues presented here, the McNeil jury awarded no damages to four of the eight plaintiffs, and the four other plaintiffs received far less than they had sought, despite plaintiffs proffering substantial evidence in support of their damage claims. Cf. Kapp v. National Football League, 586 F.2d 644, 648 (9th Cir.1978) (player asserting multimillion dollar claim failed to prove that challenged restraint caused any damages). Finally, after presiding over the McNeil trial, the court notes that one cannot discount the reluctance of a jury to award damages to professional football players, who are readily perceived as successful, highly paid individuals. See Alexander, 1977-2 Trade Cas. ¶ 61,-730, at 72,995, 1977 WL 1497, at *16 (damages uncertain because there was “no assurances that class members’ claims would be sympathetically viewed by the jury”); Robertson v. National Basketball Ass’n, 72 F.R.D. 64, 69 (S.D.N.Y.1976) (noting the difficulty of trying to convince a jury that professional basketball players, who already earned substantial salaries, should be paid more money). (c)The Uncertain Scope of Any Injunctive Relief Even if it were conclusively established that all of the player rules challenged in the present class action violate the antitrust laws, it is uncertain what scope of injunctive relief would be provided to players. If the present case is not settled, players will likely face further litigation concerning the “reasonableness” of some other modified player reservation system adopted by defendants; 6.3 The Benefits to the Class. In its order of April 30, 1993, the court determined that the terms of the original Stipulation and Settlement provided class members with substantial benefits, including: (a) A radically modified player reservation system that affords substantial unrestricted free agency for veteran players, and ensures that almost every player with at least five years of experience (four, if a salary cap is in place) will, on contract expiration, have the opportunity to offer his services to other teams. (b) Higher tender requirements before a club can place any restrictions on a player’s mobility. For example, in order to invoke the narrow exceptions for Franchise and Transition players, clubs must tender very substantial offers to players, thereby making those players among the highest paid in professional football. (c) Lesser restrictions on players subject to the.free agency limitations. (d) A decrease in the number of rookie players subject to the college draft. (e) Substantial league-wide and team minimum guarantees that are to' be paid -to players in the event a salary cap goes into effect. (f) Strict anti-collusion provisions with an expedited and comprehensive enforcement mechanism to deter and punish any collusion by defendants. (g) Settlement payments to White class members totalling $115 million. White, 822 F.Supp. ¶ 6.3, at 1418-20. The court further noted that players’ marketplace experience after the implementation of the player movement rules set forth in the original Settlement Agreement confirmed the substantial benefits to the White class. Id. ¶ 6.4, at 1420. Since the court’s order of April 30, 1993, marketplace evidence further demonstrates the substantial benefits to class members. For example, the average per year salaries of players who have signed contracts since March 1, 1993, when the new player movement rules first went into effect, have more than doubled, and now exceed $1 million per year. See Affidavit of Jeffrey L. Kessler ¶ 3 (July 1, 1993) (hereinafter “Kessler Aff.”). As of June 23, 1993, 241 players had entered into new contracts with NFL teams for the 1993 season, 189 of whom were unrestricted players, and 52 were restricted free agents. The average per year salary of those players rose from $469,452 under their prior contracts to over $1,001,257 under their new contracts, an increase of more than 110%. Id. Both restricted and unrestricted free agents have received enormous salary increases, with the per year average salary for unrestricted free agents increasing 102%; per year average salaries for restricted agents increased 185%. Id. In addition, unprecedented player movement continues under the new free agency system. Over 100 players have switched clubs as unrestricted free agents. Since March 1, 1993, twenty-one restricted free agents have received offers from other teams, and seven of them have changed employers. Kessler Aff. ¶ 6. Those figures represent a significant improvement over the experience of players restricted under Plan B: during the four years in which Plan B was in effect, only three restricted players received an offer from a competing team, and not one player actually changed teams. Id.; White, 822 F.Supp. at 1427 n. 61 (noting that Plan B effectively prevented any movement by players who were restricted under the Plan). 6.4 Examining the proposed amendments to the Settlement Agreement and the requested factual findings, the court finds that the changes, as a whole, provide substantial additional benefits to class members. (a) Proposed Amendment No. 1: The Franchise and Transition Player Rules The first proposed amendment will benefit class members by significantly liberalizing the Franchise and Transition Player rules. See Declaration of Jeffrey L. Kessler ¶¶ 6-9 (May 13, 1993) (hereinafter “Kessler Decl”). For players subject to those designations for the current year, the amendment provides that any 1993 Franchise Player who had not signed a player contract as of June 14, 1993, had to receive one of the following tenders on June 15: (1) an upgraded tender of the average of the five highest 1993 salaries for players at his position as of May 6, 1993 (instead of the five highest salaries for the previous season, as provided for under the original version of the Franchise Player rules); or (2) the tender previously required under the original Settlement Agreement, but in that event the player became free to negotiate a player contract with any club, subject to a right of first refusal and draft choice compensation of two first round draft picks (instead of the blanket prohibition against Franchise Player movement under the original version of the rules). Any 1993 Transition Player who had not signed a player contract as of June 14, 1993, was to receive either an upgraded tender for the average of the ten highest 1993 salaries for players at his position as of May 6, 1993 (instead of the ten highest salaries for the previous season, as provided for under the original version of the Transition Player rules), or, if he did not receive the upgraded tender, the player became free to negotiate a player contract with any club without any right of first refusal for his prior club. In addition, 1993 Franchise and Transition Players continue to have the right to receive a tend