According to the Order preliminarily approving the settlement dated April 10, 2007, the Class Representatives on behalf of themselves and the Class, and the Defendants, have made application pursuant to Federal Rule of Civil Procedure 23(e) for an order preliminarily approving settlement of the claims asserted in this action against the Defendants, in accordance with a stipulation of settlement between the Class Representative and the Underwriter Defendants dated as of September19, 2006 (the "Underwriter Defendants' Stipulation"), a stipulation of settlement between the Class Representatives and the Individual Defendants dated as of March 28, 2007 (the "Individual Defendants' Stipulation"), and a supplemental stipulation of settlement among the Class Representatives, the Underwriter Defendants and the Individual Defendants dated as of March 28, 2007 (the "Supplemental Stipulation") (collectively, the "Stipulations"), which Stipulations, together with the Exhibits annexed thereto, set forth the terms and conditions of the proposed settlements (the "Settlement”). The Court does hereby preliminarily approve the terms of the Stipulations, and the Settlement set forth therein, as fair, reasonable, adequate and in the best interest of the Class, subject to further consideration at the Settlement Hearing. The Settlement Hearing shall be held before this Court on August 9, 2007 at 2:00 p.m. in the John Joseph Moakley United States Courthouse, One Courthouse Way, Boston, MA02210-3002: (i) to determine whether the Settlement shall receive final approval as fair, reasonable and adequate and in the best interests of the Class; (ii) to determine whether judgment shall be entered dismissing the Litigation as to the Defendants on the merits, with prejudice and without costs; (iii) to determine whether the Proposed Plan of Allocation for distributing the Net Settlement Fund among Class Members should be approved by the Court as fair, Treasonable and adequate; (iv) to determine the amount of fees awarded and expenses reimbursed to the law firm of Kirby McInerney & Squire, LLP ("Lead Plaintiffs' Counsel"); and (v) to hear and rule upon such other matters as the Court may deem appropriate.
According to the Stipulations of Settlements for the settling parties, the partial settlement fund settling claims against the Underwriter Defendants is in the amount of $8,250,000, and the partial settlement fund settling claims against the Individual Defendants is in the amount of $11,000,000.
As summarized by the docket posted, the defendants responded by filing motions to dismiss the Amended Class Action Complaint on November 14 and 20, 2001. On August 26, 2002, the Court entered the Memorandum and Order signed by U.S. District Judge Rya W. Zobel denying both motions to dismiss the Amended Class Action Complaint. On February 28, 2003, the plaintiffs filed a motion for class certification, and on March 10, 2004, the Court entered the Memorandum of Decision granting the motion for class certification as to Counts One, Three, Four, Six, Seven and Nine. In June 2006, several motions for summary judgment were filed and are currently pending.
In a press release dated July 17, 2001, Dwyer & Collora, LLP announces that on July 5, 2001, an Amended Complaint was filed in a class action lawsuit that was originally commenced on April 27, 2001 in the United Stated District Court for the District of Massachusetts. The Amended Complaint charges the defendants, who include the various underwriters who participated in the offerings of the Debt Securities to the public as well as certain Owens Corning officers and directors, with violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933.
The original Complaint charges certain Owens Corning officers and directors, as well as the various underwriters who participated in the Offering, with violations of the Securities Act of 1933. The Complaint alleges that the Registration Statement for the Offering contained untrue and misleading statements of facts and omissions of material facts, including: (a) the representation that the Debt Securities would ``rank equally with all other unsecured and unsubordinated indebtedness of the Company,'' (b) misleading representations concerning the Company's other unsecured indebtedness, (c) the failure to disclose that certain of the Company's other unsecured and unsubordinated indebtedness was guaranteed by one or more of the Company's subsidiaries, (d) the failure to disclose that the Company had a substantial debt to one of its subsidiaries, (e) the failure to disclose the existence of and the terms of certain promissory notes issued by the Company to one of its subsidiaries, and (f) the failure to disclose the existence and terms of an intellectual property licensing arrangement between the Company and one of its subsidiaries. As a result of these false and misleading statements and material omissions, the Complaint alleges that purchasers were misled about the true value of the securities and their seniority relative to other Owens Corning debt. On or about October 5, 2000, Owens Corning filed a voluntary petition for bankruptcy under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware.