According to the Company’s FORM 10-Q For The Quarterly Period Ended March 31, 2002, on February 22, 2002, the District Court granted the defendants' motion to dismiss with prejudice the Second Amended Class Action Complaint and Jury Trial Demand in its entirety and dismissed all of plaintiffs' claims. Judgment was entered on February 25, 2002. Plaintiffs filed no appeal.
As previously disclosed by the Company’s FORM 10-K For The Fiscal Year Ended September 30, 2001, the Court has selected lead plaintiffs. A Second Amended Class Action Complaint and Jury Trial Demand was filed on November 2, 2000, purporting to name two additional Tyco officers and a Tyco Director as defendants. In the Second Amended Complaint, plaintiffs seek certification of a class of persons who purchased or acquired Tyco securities during the period from October 1, 1998 through December 8, 1999, as well as certification of certain subclasses. The plaintiffs seek money damages and/or rescission. Tyco and the other defendants have moved to dismiss the Second Amended Complaint, but the Court has not as yet ruled on the motion.
Tyco and two Tyco executive officers were named as defendants in thirty-eight class action lawsuits that were consolidated for pretrial purposes before the United States District Court for the District of New Hampshire. All of the actions in effect duplicate one another, pleading in essence the same allegations. The actions claim violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder, specifically alleging, among other things, that the Company used misleading accounting methods in its reporting of certain acquisitions, which allegedly resulted in the purchase of the Company's common shares by purported class members at artificially inflated prices, and that certain directors, officers and employees sold common shares during the class period, at inflated prices and on the basis of inside information. The actions seek compensatory and other damages, and costs and expenses associated with the litigation.
Nine of the actions were filed in the Southern District of New York; 12 were filed in the Southern District of Florida; 16 were filed in the District of New Hampshire and two were filed in the Eastern District of Pennsylvania.
On April 26, 2000, the Judicial Panel on Multidistrict Litigation assigned the Tyco's Securities Litigation to the Honorable Paul J. Barbadoro, Chief Judge of the United States District Court for the District of New Hampshire, for coordinated or consolidated pretrial proceedings. The Consolidated Class Action Complaint was filed thereafter on behalf of all persons who purchased or acquired Tyco securities during the period from October 1, 1998, through December 8, 1999.
Prior to the Court's final decision, on April 11, 2000, one of the lawsuits, Letty Bost(99-CV-11967), was voluntarily discontinued by the plaintiff in that action. On February 28, 2000, plaintiffs in the eight remaining lawsuits that were filed in the United States District Court for the Southern District Court of New York, filed an amended complaint. That amended complaint supersedes and extinguishes the remaining eight prior complaints filed in the Southern District of New York. The amended complaint did not name Michael A. Ashcroft, Philip M. Hampton, Mark A. Belnick, Neil R. Garvey or Robert P. Mead as defendants. This complaint was also sent and consolidated with all other fillings in New Hampshire.
The original complaint alleges that Tyco, during the class period, reported spectacular earnings and earnings growth, which was achieved in large part through a series of accounting manipulations centered on the company's many mergers and acquisitions. After allegations questioning Tyco's accounting methods first surfaced publicly in mid-October, 1999, causing the value of Tyco's shares to fall significantly, Tyco vehemently and consistently denied the reports. On October 14, a day after the first questions had surfaced about Tyco's accounting practices, Tyco's chief executive stated in an official press release that "There are no restatements coming from Tyco, no irregularities, no investigations nor reasons for any investigations." On December 9, however, Tyco announced that the Securities and Exchange Commission had begun an inquiry into the company's accounting practices. As a result of the questions concerning Tyco's accounting and financial reporting, Tyco shares have lost more than 40% of their value since mid-October, 1999.
