According to the latest docket posted, after the Court entered the March 12, 2001, Order granting the defendants’ motion to dismiss the Second Amended Complaint, the plaintiffs filed two Notice of Appeals on March 21, 2001. On December 30, 2002, the Court entered the Judgment of the U.S. Court of Appeals. According to the Opinion and Judgment of the Third Circuit, the District Court’s decision is affirmed. Nevertheless, the case was reopened, and on June 7, 2004, the Court entered the Memorandum and Order signed by U.S. District Judge Kent A. Jordan. According to the Memorandum and Order, the Court finds that all parties and their counsel have complied with Rule 11(b) of the Federal Rules of Civil Procedure as to any complaint, responsive pleading, or dispositive motion filed in the case. The case closed.
As summarized by the Company’s FORM 10-K For The Fiscal Year Ended December 31, 2000, on January 13, 1997, three actions were consolidated under the caption In re Rockefelle Center Properties, Inc. Securities Litigation, Cons. C.A. No 96-543 (RRM) ("In re RCPI"). In March 1997, plaintiffs filed an amended complaint alleging certain other disclosure violations, including alleged inadequate disclosure of Rockefeller Center's transferable development rights. On December 10,1997, the District Court entered an order dismissing all of the claim sexcept the claims involving the transferable development rights. On March 4, 1998, defendants moved for summary judgment on the remaining claim involving the alleged non- disclosure of the transferable development rights. On July 10, 1998, the Court issued a Memorandum Opinion and Order that, inter alia, denied plaintiffs' motion for reargument of the Court's December 10, 1997 Order Granting Defendants’ Motion to Dismiss in Part and granted defendants' motion for summary judgment on plaintiffs' claim involving the alleged non-disclosure of the transferable development rights. On July 22, 1998, pursuant to the Court's Memorandum Opinion and Order dated July 19, 1998, the Clerk of the Court entered Judgment in favor of all defendants against all plaintiffs as to all claims in the amended complaint. On July 17, 1998, plaintiffs filed notices of appeal to the United States Court of Appeals for the Third Circuit from the District Court's dismissal of the case. On July 19, 1999, the Third Circuit entered an opinion and order (i) affirming the District Court's grant of summary judgment on the transferable development rights claims and (ii) vacating and remanding the dismissal of the claims involving the disclosures relating to the transaction with NBC and GE. On August 30, 1999, plaintiffs filed a motion in the District Court for leave to file a second amended complaint. On October 29, 1999, defendants renewed their motion in the District Court to dismiss the claims that the Third Circuit remanded (involving the disclosures relating to the transaction with NBC and GE) and opposed plaintiffs' motion for leave to file a second amended complaint. On March 12, 2001, the Court granted the defendant's motion to dismiss all of plaintiffs' claims.
According to the docket for case Civil Action No. 97-CV-0403, filed in the Southern District of New York, the Court entered the Order by U.S. District Judge Miriam G. Cedarbaum regarding a notice of dismissal without prejudice. The case was dismissed and closed.
Previously, on January 21, 1997, class action complaint was filed in the United States District Court for the Southern District of New York, Civil Action No. 97-CV-0403, on behalf of all persons who held shares of Rockefeller Center Properties Inc. ("RCP") common stock as of Feb. 8, 1996 and who sold those shares after Feb. 14, 1996 either in the open market or upon consummation of the buy-out whereby they were forced to sell their holdings for $8.00 a share to the buy-out group (the "Class Period"). The complaint alleges that the members of the buy-out group as well as those retained by the buy-out group to assist in getting approval of the buy-out violated the Securities Exchange Act of 1934 by issuing to the investing public false and misleading statements regarding, among other things, RCP's financial condition and future prospects. These misstatements concerned defendants' failure to disclose in the proxy statement that sought shareholder approval of the buy-out RCP's forthcoming $440 million lease with NBC's parent company GE, which would have significant impact on the company's then-present liquidity problems. The complaint alleges that as a result of these misrepresentations and omissions RCP's common stock price was artificially depressed throughout the Class Period.
The original suit levels a charge of securities fraud against David Rockefeller, investment bank Goldman Sachs and other members of a group that bought out the REIT's stockholders this year. The plaintiffs are Charal Investment Co. Inc. of New Jersey and C.W. Sommer & Co., a Texas-based partnership. They ask that the suit be ruled a class action. The suit, which the defendants have branded meritless, seeks unspecified damages or a rescinding of the buyout. The plaintiffs allege that stockholders were forced to give up their interests at $8 a share because of what they contend were false statements in proxy solicitations. The suit centers on the sale of about 20% of the complex to General Electric Co.'s broadcasting subsidiary, NBC, a longtime tenant of Rock Center, for $440 million. As detailed this past summer by contributor Benjamin J. Stein ("Family Business: Rockefeller shareholders weren't told that big cash infusion was possible," June 24), the sale was signed on April 23, less than a month after the buyout was approved by shareholders on March 25. The plaintiffs cite several documents they contend show that Rock Center's management knew about the pending sale long before the buyout but failed to disclose the prospect to shareholders. Sale of the space to NBC would have delivered a life-saving cash infusion to the REIT.