According to the docket posted, on March 22, 2005, the Court entered the Order and Final Judgment signed by U.S. District Judge Jose E. Martinez. The settlement was approved and the case closed.
In a press release dated January 20, 2005, Hamilton Bank shareholders have won an $8.5 million settlement in their class-action suit alleging executives of the now-shuttered Miami bank, its auditors and two Wall Street underwriters misled investors about future profits. Under the settlement agreement, shareholders of common stock and preferred shares would be awarded about 37 cents per share, with legal fees and costs taking up to 14 cents of the total, for an average payout of about 23 cents per share. The settlement, which must be approved by the federal court on Feb. 25, is the latest chapter in the shutdown of the local trade finance bank by federal regulators. Shareholders sued before the bank was closed, alleging that top officers, the auditors and underwriters made public announcements and filed misleading financial statements that overstated profits. The defendants have denied all the allegations.
On April 30, 2001, the Court consolidated all related cases into one class action lawsuit, appointed a Lead Plaintiff and approved his selection of Co-Lead Counsel. On June 22, 2001 a Consolidated Amended Class Action Complaint (the "Amended Complaint") was filed. On September 7, 2001 Defendants filed a Motion to Dismiss the Amended Complaint. On November 2, 2001, Lead Plaintiff submitted an opposition to Defendants' motion and on January 14, 2002 Judge Gold denied Defendants' motion. On February 27, 2002 Defendants filed their answer to the Amended Complaint. On April 15, 2002, Lead Plaintiff filed a motion for class certification, which was granted on March 13, 2003 by Judge Jose Martinez. On December 30, 2003 the Judge ordered all non-expert discovery to be completed by January 30, 2004 for a trial date that has been set for November 8, 2004. After conducting extensive pretrial discovery, the parties agreed to settle the lawsuit and on June 18, 2004 filed a Stipulation and Agreement of Settlement and a motion for Preliminary Approval of the proposed settlement. Pursuant to the terms of the proposed settlement, a Settlement Fund in the amount of $8,477,500, including interest that accrues on the fund prior to distribution, has been established for the benefit of the Class.
A similar class action filed on February 21, 2003, titled “Marshallville Packing et al. v. Hamilton Bancorp, Inc., et al.” was ordered consolidated with In re Hamilton Bancorp, Inc. Securities Litigation, and closed on March 19, 2004. The lawsuit filed in 2003 charges that defendants violated the federal securities laws by making material misrepresentations to the market between June 13, 2001 and January 11, 2002, that artificially inflated the price of Hamilton securities. The complaint alleges that Hamilton falsely told the marketplace that it was working diligently to meet the requirements of the Office of Comptroller of the Currency (OCC), including meeting required capital requirements and adopting proper credit administration to safeguard the assets of Hamilton Bank, N.A., the Company's principal subsidiary. In November 2001, the Company announced its third quarter results and told investors that the bank had revised certain processes to better estimate allowances for loan losses to satisfy the OCC's concerns. After the close of trading, on January 11, 2002, however, the OCC closed the bank because it had inadequate capital, a high level of bad loans and had concealed information from federal examiners. The FDIC was appointed receiver. According to the OCC, "the bank's reserve for loan losses and the method for calculating that reserve, was chronically inadequate." The OCC also concluded that the bank's board and management were not responsive to the OCC's efforts to address the bank's problems.
The original complaint alleges that defendants violated the federal securities laws by issuing a series of material misrepresentations to the market during the class period, and as a result, the price of Hamilton securities were artificially inflated during that time. Specifically, the complaint alleges that the company repeatedly reported "record" financial results for the third quarter of 2000 and disclosed that its results were impacted by an increase in the provision for loan losses of $11.5 million, a write-down of an investment security of $4.3 million, and one-time provisioning for legal reserves of $3.3 million. The complaint charges that in response to this disclosure, the company's stock plummeted over 35%. The complaint further alleges that on 12/22/2000, after the close of the market, the company announced that it would be restating its previously reported financial results for fiscal years 1998, 1999 and a portion of fiscal 2000. In response to this announcement, on 12/26/2000, the next trading day, the price of Hamilton common stock traded at slightly over $6.50 per share, well below its class period high.