By the Final Judgment and Order of Dismissal with Prejudice by U.S. District Judge M. J. Lorenz, the settlement was approved, the action dismissed with prejudice, and the case was terminated.
According to the Notice of Pendency and Proposed Settlement of Class Action, a settlement hearing will be held on April 2, 2001, at 10:30 a. m., before the Honorable M. James Lorenz, United States District Judge, at the United States Courthouse, Southern District of California, 880 Front Street, San Diego, California (the "Settlement Hearing"). The purpose of the Settlement Hearing will be to determine: (1) whether the settlement consisting of $8,900,000 in cash (plus accrued interest) should be approved as fair, just, reasonable and adequate to each of the parties; (2) whether the proposed plan to distribute the settlement proceeds (the "Plan of Allocation") is fair, just, reasonable, and adequate; (3) whether Representative Plaintiffs' Counsel have adequately represented the Class; (4) whether the application by Representative Plaintiffs' Counsel for an award of attorneys' fees and expenses should be approved; and (5) whether the Litigation should be dismissed with prejudice. The Court may adjourn or continue the Settlement Hearing without further notice to the Settlement Class.
On December 14, 1998, the Court granted the motion of the Lerner Plaintiffs Group in the Litigation to be appointed lead plaintiffs and approved lead plaintiffs' selection of Milberg Weiss Bershad Hynes & Lerach LLP and Schiffrin Craig & Barroway, LLP1 as Co-Lead Counsel. On February 11, 1999, a Consolidated Amended Complaint was filed, and the defendants responded by filing a motion to dismiss the complaint. On October 9, 1999, the Court entered the Order by U.S. District Judge Thomas J. Whelan denying the motion to dismiss. On January 14, 2000, the plaintiffs filed Second Amended Class Action Complaint. On February 29, 2000, the defendants filed a motion to dismiss the second amended complaint, which U.S. District Judge M. J. Lorenz denied as moot in an Order entered on November 24, 2000. On January 8, 2001, a Stipulation of Settlement was filed.
The original complaint alleges that defendants misrepresented the Company's current and future business prospects by, inter alia, representing that demand for the Company's sales remained strong despite the competitive nature of its market, that the Company was not encountering competition from large retail stores, and that the Company's strategy of growth by acquisition would increase PETCO's earnings more than 40% annually. As a result, defendants disseminated materially false and misleading statements regarding the Company's then current and future business and financial performance throughout the Class Period. As a result of these, and other, representations, the price of PETCO common stock was artificially inflated during the Class Period. Defendants' false and misleading statements and/or omissions inflated the price of the Company's common stock at a crucial time in the Company's history, allowing it to engage in numerous acquisitions from a substantially advantageous position. It also permitted the Individual Defendants to sell their personal holdings for millions in unjustifiable profits. During the class period, defendants' representations caused the Company's stock price to jump to a class period high of $33 per share. When the adverse facts were disclosed to the market, (i.e., that the Company's growth-by-acquisition strategy was detrimental to the Company and would actually hinder growth, and that the Company would not come close to meeting its own or analysts earnings forecasts) the Company's stock price plunged to a Class Period low of $141/2 per share.