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Stanford University Law School
- Securities Class Action Clearinghouse
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UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ILLINOIS
________________________________________
|
ALFRED REHM, on behalf of himself and |
all others similarly situated, | Civil Action No. 96C 2455
| Filed 25 Apr 96
Plaintiff, | CLASS ACTION
| COMPLAINT
v. |
| MAGISTRATE JUDGE GUZMAN
EAGLE FINANCE CORP., CHARLES F. |
WONDERLIC, RONALD B. CLONTS and |
ROBERT J. BRAASCH, | JURY TRIAL
| DEMANDED
|
Defendants. |
________________________________________|
Plaintiff, by his attorneys, for his Class Action Complaint, alleges the
following upon personal knowledge as to himself and his acts and as to all
other matters upon information and belief based upon, inter alia, the
investigation made by and through his attorneys, including a review of the
public filings of Eagle Finance Corp. ("Eagle" or the "Company") with the
Securities and Exchange Commission (the "SEC"), published reports and news
articles.
JURISDICTION AND VENUE
1. This Court has jurisdiction over the subject matter of this action
pursuant to Section 27 of the Securities Exchange Act of 1934 (the "Exchange
Act"), 15 U.S.C. § 78aa.
2. The claims asserted herein arise under Sections 10(b) and 20(a) of
the Exchange Act, 15 U.S.C. § 78j(b) and § 78t(a), and Rule 10b-5, 17 C.F.R.
§ 240.10b-5, promulgated thereunder by the SEC.
3. Venue is proper in this District pursuant to Section 27 of the
Exchange Act and 27 U.S.C. § 1391(b). Many of the acts and transactions
giving rise to the violations of law complained of herein, including the
preparation and dissemination to the investing public of false and misleading
information, occurred in this District. Additionally, Eagle maintains its
offices within this jurisdiction.
4. In connection with the acts, conduct and other wrongs alleged in
this Complaint, defendants, directly and indirectly, used the means and
instrumentalities of interstate commerce, including the mails, telephone
communications and the facilities of national securities exchanges.
NATURE OF THE ACTION
5. This is a securities class action brought by plaintiff on behalf of
all persons (the "Class") as described below, other than defendants and
related parties, who purchased or acquired the common stock of Eagle during
the period from May 12, 1995 to April 15, 1996, inclusive (the "Class
Period"). During the Class Period, Eagle's financial results, as reported by
defendants, did not accurately reflect the Company's true financial position
and results of operations. The financial results which defendants issued
failed to be reported in accordance with generally accepted accounting
principles. Such results contained material accounting irregularities in that
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they failed to reflect adequate reserves for credit losses. Moreover,
defendants issued public statements during the Class Period which fraudulently
created the false impression that the Company's accounting practices were
proper.
6. From the time the truth concerning Eagle's financial condition began
to leak out until the full extent of Eagle's improper accounting was revealed
at the end of the Class Period, the price of the Company's common stock fell
over 240% from a high range of $23-$24 at which it sold during late August and
September 1995 during the Class Period, and over 20% from its $9 1/4 per share
close on April 1, 1996 to trade at lower than $7 1/4 per share on April 15,
1996. On April 15, 1996, the last day of the Class Period, the Company
revealed that it would restate its financial results for the fiscal year ended
December 31, 1995, to reflect among other things, the reversal of a
substantial portion of unearned finance charges previously, improperly
allocated to the nonrefundable acquisition discount account and an increase to
reserves for credit losses. As a result of the restatement, the Company's
previously reported results for fiscal year 1995 of $3.53 million or $0.74 per
share were slashed by 91% to $325,000 or $0.08 per share.
THE PARTIES
7. Plaintiff Alfred Rehm purchased 225 shares of Eagle common stock on
February 26, 1996 at $10 per share.
8. At all relevant times, defendant Charles F. Wonderlic ("Wonderlic")
was Chairman of the Board and Chief Executive Officer of Eagle.
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9. At all relevant times, defendant Robert J. Braasch ("Braasch") was
Eagle's Chief Financial Officer. Braasch is also a Senior Vice President and
Treasurer of the Company.
10. Defendant Ronald B. Clonts is President and a Director of Eagle. In
August 1995, defendant Clonts or persons affiliated with him sold
approximately 41,000 shares of Eagle stock at prices ranging from $20.31 -
$21.00.
11. Wonderlic, Braasch and Clonts are sometimes referred to herein as
the "Individual Defendants."
12. (a) Defendant Eagle is a corporation organized under the laws of
the State of Delaware with its primary headquarters at 1425 Tri-State Parkway,
Gurnee, Illinois. Eagle, founded in 1961, is a specialized financial services
company engaged primarily in the acquisition and service of automobile retail
installment sales contracts for purchases of late model used automobiles by
"non-prime" consumers. The Company also makes direct consumer loans and
finance leases and purchases other retail installment contracts. The Company
offers, as agent, insurance and other products related to consumer finance
transactions. As of December 31, 1995, Eagle had active relationships with
approximately 450 automobile dealers located in twelve states.
(b) In April 1994, Eagle filed a registration statement with the
SEC for an initial public offering. The registration statement for 1.2
million shares to be offered to the public became effective in July 1994.
Eagle trades on the NASDAQ under the symbol "EFCW." In addition, in April
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1995, Eagle offered $15 million subordinated notes due 2005 pursuant to a
registration statement filed with its SEC.
CLASS ACTION ALLEGATIONS
13. Plaintiff brings this case as a class action pursuant to Rule 23 of
the Federal Rules of Civil Procedure, on behalf of himself and all other
persons (the "Class") who purchased or otherwise acquired Eagle stock between
May 12, 1995 and April 15, 1996, inclusive (the "Class Period"). Excluded
from the Class are the Company, its subsidiaries and affiliates, the
Individual Defendants, members of the immediate families of each of the
Individual Defendants, and the successors and assigns of any defendant.
14. This action is properly maintainable as a class action because:
(a) During the Class Period, approximately 4.2 million shares of
Eagle common stock were outstanding. These shares were actively traded on
NASDAQ National Market Service, an impersonal and efficient trading market.
The members of the Class for whose benefit this action is brought are
dispersed throughout the United States and are so numerous that joinder of all
Class members is impracticable. Thousands of Eagle shares were publicly
traded during the Class Period and upon information and belief, plaintiff
believes that there are thousands of members of the Class.
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(b) Plaintiff's claims are typical of the claims of the members of
the Class, and plaintiff and all members of the Class sustained damages as a
result of defendants' wrongful conduct complained of herein;
(c) Plaintiff is a representative party who will fairly and
adequately protect the interests of the members of the Class and who has
retained counsel competent and experienced in class action securities
litigation. Plaintiff has no interests antagonistic to, or in conflict with,
the Class that plaintiff seeks to represent;
(d) A class action is superior to other available methods for the
fair and efficient adjudication of the claims asserted herein, because joinder
of all members is impracticable. Furthermore, because the damages suffered by
the individual Class members may be relatively small, the expense and burden
of individual litigation make it virtually impossible for the Class members
individually to redress the wrongs done to them. The likelihood of individual
Class members prosecuting separate claims is remote;
(e) Plaintiff anticipates no unusual difficulties in the
management of this action as a class action; and
(f) The questions of law and fact common to the members of the
Class predominate over any questions affecting any individual members of the
Class.
15. The questions of law and fact which are common to the Class include,
among others:
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a. Whether the federal securities laws were violated by
defendants' acts as alleged herein;
b. Whether the documents, releases, reports, and/or statements
disseminated to the investing public and to the Company security holders
during the Class Period omitted or misrepresented material facts about the
business affairs and profits of the Company;
c. Whether defendants have acted with knowledge or with reckless
disregard for the truth in omitting to state and/or misrepresenting material
facts;
d. Whether, during the Class Period, the market prices of Eagle
securities were artificially inflated due to the non-disclosures and/or
material misrepresentations complained of herein;
e. Whether defendants participated in and pursued the common
course of conduct complained of herein; and
f. Whether the members of the Class have sustained damages and, if
so, what is the proper measure thereof.
SUBSTANTIVE ALLEGATIONS
16. On May 12, 1995, the first day of the Class Period, Eagle reported
its results for its first quarter ended March 31, 1995. First quarter net
income was reported at $1.240 million or $0.30 per share, compared to $546,000
or $0.20 for the first quarter 1994.
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17. A few days later, on or about May 15, 1995, defendants filed Eagle's
Form 10-Q for the Company's first quarter ended March 31, 1995 ("First Quarter
10-Q"). The First Quarter 10-Q was signed by defendant Braasch. The First
Quarter 10-Q reiterated the financial information disseminated in the earlier
May 12, 1995 press release. As more fully described below, the First Quarter
10-Q provided an accounting of the Company's quarterly activity for credit
reserves.
18. As a result of defendants' published, favorable results concerning
Eagle and its first quarter, in May 1995, Eagle's stock traded at
approximately $14-$15 per share. By June 1995, the stock was trading in the
range of $17-$18 per share.
19. On August 7, 1995, Eagle issued a press release reporting its
results for the second quarter and first six months, ending June 30, 1995, of
fiscal year 1995. Reported net income for the second quarter and first six
months of fiscal year 1995 were stated at $1.315 million and $2.555 million,
respectively, representing earnings per share of $0.31 and $0.61 respectively.
This report indicated that the financial results at Eagle were in a continuing
up trend.
20. In its August 7, 1995 press release, defendants reported that net
interest income for the second quarter totaled $4.082 million, representing a
92% increase over the same period in 1994. The press release indicated that
the increases in net interest income were due to higher earning asset levels,
offset, in part, by lower effective yields on earning assets and increased
borrowing costs.
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21. In the press release, defendants also reported that at June 30,
1995, the Company's allowance for credit losses and nonrefundable acquisition
discount totaled $16.892 million, or 13.3% of net receivables. Further,
defendants represented that finance receivables which were financially
delinquent 60 days or greater were 1.62% at June 30, 1995 compared to 2.57% at
March 31, 1995.
22. On or about August 14, 1995, defendants filed Eagle's Form 10-Q for
the Company's second quarter ended June 30, 1995, ("Second Quarter 10-Q").
Defendant Braasch signed the Second Quarter 10-Q. The Second Quarter 10-Q
reiterated the financial information disseminated in the earlier August 7,
1995 press release. As more fully described below, the Second Quarter 10-Q
provided an accounting of the Company's quarterly activity for credit
reserves.
23. In August and September 1995, as a result of defendants' issuance of
favorable results for Eagle, the Company's stock reached the price range of
$20-$24 per share.
24. On November 6, 1995, defendants issued a press release which
reported Eagle's results for its third quarter and first nine months ended
September 30, 1995. Defendants reported Eagle's third quarter net income at
$1.429 million or $0.33 per share. Net income for the nine month period was
reported at $3.983 million or $0.93 per share. The third quarter results
continued the favorable earnings trend at Eagle.
25. In the press release, defendants reported Eagle's net interest
income for the third quarter at $4.834 million, and $12.344 for the nine month
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period. Similar to their explanation in the August 7, 1995 press release,
defendants again stated that the reported net interest income, which
represented substantial increases over the prior year, were attributable to
higher earnings asset levels which were offset, in part, by lower effective
yields on earning assets and increased borrowing costs.
26. The November 6, 1995 press release also reported that the Company's
total allowance for credit losses was $17.029 million, representing 12.5% of
the Company's net receivables. The Company's total delinquency on September
30, 1995, representing accounts delinquent 30 days or greater was 8.8%,
compared to 8.7% at June 30, 1995.
27. In the November 6, 1995 press release, Defendant Wonderlic
specifically described the Company's credit reserve and charge-off policy:
We have long had an ironbound policy of charging-off delinquent
receivables 89 days contractually overdue. There are no exceptions.
It can be painful at times, but it also leaves no latitude for self-
delusion. Charge-off rates are, at present, running at unacceptable
levels.
We believe that the underlying problem is not in the underwriting
process. We have a high degree of confidence in that process and,
therefore, in the quality of our assets. In Eagle's sub-prime niche,
you must have a fully staffed collection team which is trained to the
company's standards of practice. Unless newly underwritten credits are
promptly worked, establishing acceptable credit priorities and credit
behaviors, delinquent practices are encouraged. That's what we
experienced in the last two quarters at Eagle. We encountered difficulty
in recruiting, training and deploying qualified collection personnel at
pace that could accommodate our rapid growth in new business. We
encouraged delinquency and we got it. Caught in time, delinquencies are
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reversible. But there is an interim 'hiccup.' We think we caught it in
time but we did trip the 'hiccup.'
Our collection group has now been brought up to reasonable force and
quality but we will nonetheless consciously slow down our pace of growth
to allow the balance between underwriting and collection processes to get
realigned. In just the single month of October, we have been able to
begin that reversing process reining-in 30+ days delinquencies to 7.2% of
managed receivables from 8.8% at the end of the third quarter. Today,
delinquency is within our tolerance levels.
What cannot yet be determined, but will be determined out of our
delinquency experience by year-end, is what the appropriate level of
credit loss allowance at December 31st on our balance sheet should be in
this environment and the resulting fourth quarter provision adjustment
that will be required to bring the relationship to outstanding
receivables into balance.
I can say with some confidence we will be profitable in the fourth
quarter, we will show a growth in earnings over a year ago to a new
record level and we will have a balance sheet base from which we should
experience significant earnings growth in 1996.
This statement was materially misleading because it falsely implies (a) that
Eagle's policy of reserving and writing off delinquent receivables was
conservative and fully reflected the adverse collection experienced in the
last two quarters and (b) that Eagle's weak collection process had been
improved and that the adverse delinquency experience of the past two quarters
had been ameliorated. Further, there was no reasonable basis for the
statement that Eagle could experience record growth in earnings over the prior
year.
28. On or about November 15, 1995, defendants filed Eagle's Form 10-Q
for the third quarter ended September 30, 1995 ("Third Quarter 10-Q") with the
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SEC. The Third Quarter 10-Q was signed by defendant Braasch and reiterated
the results disseminated by defendants in the November 25, 1995 press release.
As more fully detailed below, the Third Quarter Form 10-Q provided an
accounting of the Company's credit reserves.
29. In response to defendants' issuance of Eagle's third quarter
results, Eagle's stock price traded throughout November 1995 in the range of
approximately $14 3/4 to $16 1/8 per share.
30. In each of its respective First, Second, and Third Quarter Forms 10-
Q, the Company reported its credit reserves:
Allowance for Credit Losses
Opening balance $1.249 $1.249 $1.242
Provision <.013> <.046>
Receivables Charged Off <.028> <.018>
Recoveries .041 .040 .035
------ ------ ------
Closing balance $1.249 $1.243 $1.259
31. The amounts reported as reserves for credit losses were false and
misleading in that they were not reported in accordance with generally
accepted accounting principles, specifically, Statement of Financial
Accounting Standard No. 5 and the principles described at paragraph 35, below.
As a result, Eagles quarterly reported results, including its net income and
earnings, were materially overstated.
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32. Eagle's reported financial statements and reported results for the
first, second and third quarters of 1995 violated GAAP for the following
reasons, among others:
(a) The principle of fair presentation ("presents fairly") was
violated;
(b) The principle of adequacy and fairness of disclosure was
violated;
(c) The principle of materiality concerning information that is
significant enough to affect evaluation or decisions was violated (FASB
Statement of Concepts No. 1 and No. 2);
(d) The principle that the financial information presented should
be complete was violated (FASB Statement of Concepts No. 2);
(e) The principle that the substance rather than form of a
transaction should be reflected was violated (FASB Statement of Concepts No.
2);
(f) The principle that items included in the financial statements
be reliably corroborated by outside evidence (verifiability) was violated
(FASB Statement of Concepts No. 2);
(g) The principle that the financial statement should contain and
disclose relevant, understandable and timely information for the economic
decisions of the user was violated (FASB Statement of Concepts No. 2);
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(h) The principle that the financial statement provide reliable
financial information about the enterprise for the economic decisions of the
user was violated (FASB Statement of Concepts No. 1 and No. 2);
(i) The principle that estimated losses should be accrued was
violated (FASB Statement No. 5);
(j) The principles governing interim reporting was violated
(Accounting Principles Board Opinion No. 28).
33. As a result of the improper and misleading accounting practices set
forth above, Eagle's financial statements which were publicly disseminated
during the Class Period were materially false and misleading because its
financial statements were not prepared in accordance with generally accepted
accounting principles and were not prepared pursuant to the rules and
regulations of the SEC. These financial statements did not reflect all
reserves and adjustments necessary to present fairly the financial condition
of Eagle. For all of these reasons, and those set forth above, Eagle's net
income and net assets were overstated in material amounts throughout the Class
Period.
34. On March 13, 1996, defendants reported Eagle's results for the
fourth quarter and full year ended 1995. A net loss of $348,000 or $0.08 per
share was reported for the quarter. Full-year results were stated at $3.530
million or $0.82 per share.
35. The March 13, 1996 press release reported net interest income for
the fourth quarter at $4.518 million and at $16.862 million for the full year
1995.
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36. In the announcement, Defendants reported Eagle's total reserves at
$22.639 million, purportedly representing 14.8% of the Company's net
receivables, compared to 12.5% and 12.7% at September 30, 1995 and December
31, 1994, respectively. Installment contract delinquency was represented at
8.2%, compared to 8.8% at September 30, 1995 and 9.7% at December 31, 1994.
37. In the March 13, 1996 press release, concerning loss reserves,
defendant Wonderlic stated:
In reporting third quarter results on November 6th, we stated that
higher losses on various loan pools would require higher loss reserves.
The fourth quarter charge was based on a stringent, comprehensive review
of the credit performance of each loan pool, economic uncertainty and
changes in evaluating the reserve adequacy of discounted loan purchases.
We have conservatively built our reserves to stay ahead of the loss curve
and the standard we applied in the process exacted the cost of
eliminating fourth quarter profitability and a record profitability for
1995 as a whole.
38. Further, defendant Wonderlic specifically reassured the investing
public that the fourth quarter reserve adjustment was a "one-time" event,
stating:
We believe the intentional severity of our fourth quarter 1995 reserve
adjustments masks the quantity and quality of the earning power of the
Company. These adjustments are behind us. They precipitated a timely and
healthy reassessment of underwriting and collection standards and
procedures and, with a very, strong balance sheet, we look to resuming
our long-term growth trend in the current year.
39. The March 13, 1996 press release was false and misleading because
although it revealed certain adverse information concerning the performance of
some loan pools, it failed to report results in accordance with generally
accepted accounting principles, as described above at paragraph 34. Credit
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loan reserves continued to be materially understated and net assets, net
income and earnings were materially overstated. Moreover, defendants'
statements that the company had "conservatively built" reserves "ahead of the
loss curve" created the false impression that such reserves, which were
included in the calculation of net income, were adequate, when such reserves
continued to be materially understated.
40. Following the March 13, 1996 press release, several market analysts
lowered their ratings on Eagle's stock. For example, McDonald & Co. stated
that it lowered Eagle to a "sell" due to what it termed "inadequate and
deficient reserve accounting." In direct response, on March 18, 1995,
defendants again issued a press release in an attempt to reassure the public
concerning Eagle's loan reserves. In the release, defendant Braasch stated,
"the analysts' viewpoint isn't educated by what we believe are the relevant
facts of the matter. . .As to the level of reserves, it is our considered
judgment, which is supported by our independent outside auditors, that the
level of reserves taken against this portfolio is adequate."
41. The March 18, 1996 press release was false and misleading in that at
the time it was issued, because defendants knew or recklessly disregarded that
they, in fact, did not have the support of their independent auditors with
respect to their level of reserves and that those reserves were far too small
to satisfy generally accepted accounting principles and to cover Eagle's
exposure to delinquent and uncollectible loans in its portfolio.
42. Contrary to defendants' previous assertions concerning its loan
portfolio and reported results for fiscal year 1995, on April 2, 1996, Eagle
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announced that it "unexpectedly" was advised by its accountants, KPMG Peat
Marwick LLP, that in connection with their year end audit, the accountants
would require the company to make a substantial addition to its allowance for
credit losses as of December 31, 1995, resulting in a material reduction of
previously reported earnings.
43. After the April 2, 1996 announcement, Eagle's stock fell to close at
$7 1/4 from its previous day close of $9 1/4.
44. About two weeks later, on April 15, 1996, Eagle announced its
"restated" results for its fiscal year 1995. The Company's actual results of
operations were reported at $325,000 or $0.08 per share, a decrease from
previously reported earnings for the year of $3.530 million or $0.82 per share
and representing a difference of approximately 91%. Eagle recorded an
additional $7.3 million provision for credit losses. Net of offsets due to
correction of allocations of unearned contract interest to nonrefundable
acquisition discount, the increased provision reduced 1995 net income as
previously reported by $5.2 million.
45. On April 15, 1995, defendants reported that Eagle's reserves were
understated by $7.3 million, and stated that annual earnings were to be
corrected in the fourth quarter. The magnitude of the additional reserves
evidences that the results which the Company previously reported during 1995
interim periods were improper. As noted above at paragraph 30, credit
reserves established in the first, second and third quarter were minimal.
Moreover, as described by the Forms 10-Q, the Company employed the same
improper methodology for the recognition of reserves during each interim
period of 1995. Therefore, although the Company provided additional reserves
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at its year end, the prior results of the first, second and third quarters
were fraudulently misstated.
46. On April 15, 1996, the market price of Eagle stock closed on the
NASDAQ at $7 5/16.
CLAIM FOR RELIEF
Sections 10(b) And Rule 10b-5
Thereunder And Section 20 Of The
Exchange Act (On Behalf Of The Class)
47. Plaintiff realleges and incorporates by reference each and every
allegation stated above.
48. Defendants individually and in concert, directly and indirectly, by
use of means or instrumentalities of interstate commerce and/or of the mails,
engaged and participated in a continuous course of conduct to make false
statements about Eagle and its financial performance. Defendants employed
devices, schemes and artifices to defraud, while in possession of material
adverse non-public information, and engaged in acts, practices, and courses of
conduct as alleged herein which included the making of, the participation of
in the making of, untrue statements of material facts and omitting to state
material facts necessary in order to make the statements made about the
Company and its financial results and performance in the light of the
circumstances under which they were made, not misleading. Defendants engaged
in transactions, practices and course of business which operated as a fraud
and deceit upon the purchasers of the Company's common stock during the Class
Period, in that defendants issued press releases, and filed, among other
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things, Forms 10-Q with respect to Eagle's 1995 financial results and made
other false and misleading statements with regard to Eagle's financial
performance, as described above, which were materially false and misleading
and omitted material because, among other things, Eagle failed to provide
sufficient reserves for credit losses.
49. Defendant Eagle is a direct participant in the wrongs complained of
herein. The Individual Defendants are liable as direct participants in and
controlling persons of the wrongs complained of herein. Because of their
positions of control and authority as officers and directors of Eagle, the
Individual Defendants were able to and did, directly or indirectly, control
the content of the aforesaid statements relating to the Company, and/or the
failure to correct those statements in a timely fashion once they knew or were
reckless in not knowing, that those statements were no longer true or
accurate. The Individual Defendants caused or controlled the issuance of
public statements and the failure to correct such public statements containing
misstatements and omissions of material facts as alleged herein.
50. The Individual Defendants had actual knowledge of the facts making
the material statements false and misleading, or acted with reckless disregard
for the truth in that they failed to ascertain and to disclose such facts,
even though same were available to them.
51. By virtue of the foregoing, defendants have violated Section 10(b)
of the 1934 Act and Rule 10b-5 promulgated thereunder, and the Individual
Defendants also are liable as controlling persons pursuant to Section 20(a) of
the 1934 Act.
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52. In ignorance of the adverse facts concerning Eagle's business
operations and reported revenues and earnings and in reliance on the integrity
of the market, plaintiff and the members of the Class acquired Eagle common
stock at artificially inflated prices and were damaged thereby.
53. Had plaintiff and the members of the Class known of the materially
adverse information not disclosed by the defendants, they would not have
purchased Eagle common stock at all or not at the inflated prices paid.
54. This action has been brought within one year after the discovery of
the untrue statements and the omissions and within three years after the
issuance of the securities.
55. By virtue of the foregoing, each of the defendants has violated
Section 10(b) and each of the Individual Defendants has violated Section 20(a)
of the Exchange Act, and Rule 10b-5 promulgated thereunder.
PRAYER FOR RELIEF
WHEREFORE, plaintiff demands judgment:
A. Determining that the instant action is a proper Class Action
maintainable under Rule 23 of the Federal Rules of Civil Procedure;
B. Awarding compensatory damages as appropriate against defendants, in
favor of plaintiff and all members of the Class for harm sustained as a result
of defendants' wrongdoing;
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C. Awarding plaintiff and members of the Class the costs and
disbursements of this suit, including reasonable attorneys', accountants' and
experts' fees; and
D. Awarding such other and further relief as the Court may deem just
and proper.
Dated: April 19, 1996
SCHIFFRIN & CRAIG, LTD.
/s/
By:______________________________
Michael Craig
1137 Old McHenry Road
Suite 208
Buffalo Grove, Ill 60089
(847) 913-1022
Attorneys for Plaintiff
Of Counsel
ABBEY & ELLIS
Arthur N. Abbey
Mark C. Gardy
Shari H. Lichtman
212 East 39th Street
New York, New York 10016
(212) 889-3700
SCHIFFRIN & CRAIG, LTD.
Richard S. Schiffrin
Andrew L. Barroway
Three Bala Plaza East, Suite 400
Bala Cynwyd, PA 19004
(610) 667-7706
Steven L. Popuch
SWIFT, POPUCH & SINCLAIR
200 W. Adams Street, Suite 2004
Chicago, IL 60606
(312) 251-0600
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3 Aug 1997