According to the docket posted, after the Court entered the Order and Final Judgment approving the settlement, the defendants and plaintiffs filed various Notices of Appeal. Subsequently, the Seventh Circuit Court of Appeals dismissed the appeals and/or affirmed the decision of the District Court. On February 19, 2003, the Court entered the Order granting the motion for the distribution of the settlement fund.
As reported by the Company’s FORM 10-Q for the quarterly period ended March 31, 2001, as previously disclosed, in August 2000 the Company agreed with the appointed lead plaintiff, the Policemen and Firemen Retirement System of the City of Detroit, to settle for $23 million the consolidated securities law class actions then pending in the federal district court in the Northern District of Illinois (the "Consolidated Class Actions"), subject to court approval and certain other conditions. The settlement calls for the dismissal, with prejudice, of the Consolidated Class Actions and a release of the Company and the Company's former and current officers and directors, among others. Under the final settlement agreement, the Company has contributed $16.5 million into escrow pending such approval, and Genesis Insurance Company, one of its insurers ("Genesis"), has contributed $6.5 million under an agreement reached with the Company. The Company is seeking to recover from Genesis an additional $0.5 million as reimbursement for certain attorneys' fees. The Company is also seeking to recover additional funds under a policy issued by a second insurer, and it has agreed to share any such recovery with the class on a 50/50 basis, net of costs. As previously disclosed, four objections to the proposed settlement were received. On March 22, 2001, the court granted its final approval for the settlement. Such final approval is subject to appeal by one or more of the objectors.
The Complaint charges that defendants manipulated Navigant's reported growth rate by reporting interim 1999 operating results that included the operating results of several non-public companies that were acquired by Navigant during the second and third quarters of 1998 and the first quarter of 1999, and comparing those operating results against Navigant's historical 1998 operating results, which excluded the operating results of the non-public companies. The Complaint alleges that this method of financial reporting had the effect of grossly distorting Navigant's growth rate. The Complaint further alleges that defendants failed to disclose the substance and nature of $17 million in loans made to Navigant's top officers, and falsely represented that a $10 million loan to defendant Robert P. Maher was for a "real estate transaction." In fact, the loan was to pay for $10 million in Navigant common stock purchased in defendant Stephen J. Denari's name. Those shares were purchased just prior to the Company's announcement that it was exploring "strategic alternatives, including a potential merger with a larger company." Defendants' use of company money to purchase Navigant common stock placed in jeopardy Navigant's ability to use favorable pooling-of-interest accounting for acquisitions. On December 21, 1999, Navigant issued a further press release adding additional fuel to the class action lawsuit. Navigant stated, in the December 21 press release, that it anticipates that fiscal 1999 operating results would include $40-$55 million of additional expense, before income taxes, for certain adjustments and non-recurring charges. Included in those charges are "write-downs of the book values of certain ... assets, additions to the company's allowance for doubtful accounts and certain other litigation and settlement costs." The press release revealed that Navigant and its auditors "are reviewing the extent to which a portion of these adjustments may relate to prior quarters in 1999."