The original complaint alleges violations of federal securities laws, Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5, including allegations of issuing a series of material misrepresentations to the market which had the effect of artificially inflating the market price.
More specifically, the complaint alleges that the officers and directors of Tower Automotive, Inc. actively concealed true facts that the Company's liquidity issues were so poor that bankruptcy was imminent. More specifically, the complaint alleges that, during the Class Period, defendants failed to disclose and/or misrepresented the following adverse facts, which were known to defendants, or recklessly disregarded by them, at all relevant times: (a) that the Company was facing increasing pressure from automakers to dramatically lower its prices in order to offset incentives that automakers were having to provide in order to remain competitive; (b) that the costs of steel and other raw materials were continuing to rise and would do so in the future, thereby increasing expenses and, when combined with the squeeze being placed on the Company by automakers, dramatically decreasing the Company’s earnings ability. To the extent that Tower purported to warn of the impact of rising materials’ prices, those warnings were generic in nature and did not advise investors of the full extent of the risks and uncertainties faced by the Company as a result of rising materials’ prices; (c) that early pay programs that had been instituted by automakers in 2001 which enabled automakers to pay suppliers early for products and therefore get a discount were going to be terminated, thereby depriving the Company of a primary source of its liquidity; (d) based on the foregoing, contrary to Defendants’ representations, the Company’s financial condition was declining precipitously such that the Company was nearing insolvency and would have to file for bankruptcy; and (e) based on the foregoing, defendants had no reasonable basis for their positive statements regarding the Company’s ability to control its liquidity issues.
The complaint further alleges that on January 20, 2005, the Company issued a press release announcing that longer-than-anticipated holiday shutdowns at certain key customers will reduce liquidity by $40 million during the first quarter of 2005. On the following trading day, Standard & Poor's (“S&P”) slashed its rating on Tower Automotive saying that the Company may have to restructure its finances unless business improves over the next two quarters. S&P cut Tower Automotive's corporate credit rating by three notches to the deeply speculative "CCC" level from "B." Market reaction to these announcements was swift and severe. On January 21, 2005, shares of Tower Automotive common stock closed at $0.75 per share, a decline of $1.61 per share, or almost 70%, from its close on January 19, 2005.
On May 31, 2005, the Court entered the Order signed by U.S. District Judge Robert W. Sweet granting the motion to appoint counsel and lead plaintiffs, and granting the motion to consolidated the cases and established 05-CV-01926 as the Master File. On September 30, 2005, the plaintiffs filed a Consolidated Amended Class Action Complaint. The defendants’ motion to dismiss the Consolidated Amended Class Action Complaint, filed on January 19, 2006. On April 18, 2007, District Court Judge Robert W. Sweet issued the Memorandum and Opinion granting in part and denying in part the motion to dismiss. The parties soon engaged in discovery proceedings. On July 20, 2007, the defendants filed a motion for judgment on the pleadings and on September 17, 2007, the plaintiffs filed a motion to certify the class. On March 3, 2008, Judge Sweet denied the defendants’ motion for judgment on the pleadings. On February 10, 2009, a Settlement Agreement was filed.
According to a press release dated February 24, 2009, a hearing will be held on May 27, 2009, at 12:00 p.m., at the David Patrick Moynihan United States Courthouse, 500 Pearl Street, Courtroom 18C, New York, New York 10007, before the Honorable Robert W. Sweet, United States District Judge, for the purpose of determining: (1) whether the proposed class action settlement for the sum of $5,350,000 in cash, on terms and conditions set forth in a Stipulation of Settlement dated as of February 10, 2009 on file with the Court, including dismissal of this Litigation with prejudice and the release of certain actual or potential claims, is fair, reasonable, and adequate and should be approved; (2) whether the proposed plan to distribute the proceeds of the settlement is fair, reasonable, and adequate and should be approved; (3) whether the application of counsel for Lead Plaintiffs for the payment of attorneys’ fees and reimbursement of expenses incurred in connection with the Class Action should be approved; and (4) any other matter properly before the Court in connection with the proposed settlement.
On March 20, 2009, the Court issued an Order Preliminarily Approving Settlement And Providing For Notice. A settlement fairness hearing is set for May 13, 2009. On May 28, 2009, Judge Robert W. Sweet issued the Final Judgment and Order of Dismissal with Prejudice. The settlement was approved.