Case Page

 

Case Status:    DISMISSED    
On or around 01/10/2007 (Date of order of final judgment)

Filing Date: March 08, 2005

The original Complaint charges defendants with violations of the federal securities laws, specifically Section 14(a) of the Securities Exchange Act of 1934 and Rule 14a-9 promulgated thereunder. The Complaint alleges that the defendants have issued materially misleading proxy statements (the "Proxy Statements") to the limited partners of the Textainer Partnerships requesting that the limited partners grant proxies to be voted in favor of the Sale and related proposals. In the action, the plaintiff alleges that (1) the Proxy Statements failed to appropriately disclose that the prices at which the assets of the Partnerships were to be sold were materially lower than current market conditions would dictate; (2) the Proxy Statements omitted to state that there was a risk that the Partnership's Assets were being sold at a value below the market because Textainer Financial and its affiliates had required any bidder agree Textainer Equipment Management Limited be retained to manage the assets of the Partnerships after they were sold, a condition which effectively eliminated other container leasing companies from the bidding process or artificially capped the amount that they would bid; adjustments made to the pricing of the Sale did not account for the increasing value of containers; and (3) the Proxy Statements omitted to state other material facts that an investor would consider important in deciding whether to grant their proxies to be voted in favor of the Sale and the related proposals.

The securities class action lawsuit was brought against Textainer Financial Services Corporation ("Textainer Financial"), Textainer Equipment Management Limited, Textainer Limited, Textainer Capital Corporation, Textainer Group Holdings Limited, John A. Maccarone, and RFH, Ltd.

The action was brought on behalf of all persons (the "Class") who held limited partnership interests in TCC Equipment Income Fund, a California Limited Partnership, Textainer Equipment Income Fund II, L.P., Textainer Equipment Income Fund III, L.P., Textainer Equipment Income Fund IV, L.P., Textainer Equipment Income Fund V, L.P., and Textainer Equipment Income Fund VI, L.P. (collectively, the "Textainer Partnerships") on January 20, 2005, and their assignees and other successors in interest. The Textainer Partnerships purchase, own, operate, lease and sell steel cargo containers used by international shipping lines, and are currently the subject of a proposal to sell all of their assets to defendant RFH, Ltd. (the "Sale").


On July 16, 2005, the Court appointed Stephen L. Craig as lead plaintiff and approved his selection of Gold Bennett Cera & Sidener LLP and Abraham, Fruchter & Twersky as co-lead counsel. On August 24, 2005, the lead plaintiff filed a Consolidated and Amended Class Action Complaint adding violation of Section 20(a) of the Securities Exchange Act of 1934. On December 12, 2005, the Court issued an Order granting in part and denying in part defendant's motion to dismiss with leave to amend. On January 27, 2006, the plaintiff filed a Second Amended and Consolidated Class Action Complaint. On May 15, 2006, Judge Chesney issued an Order granting in part and denying in part defendants' motions to dismiss with leave to amend. On June 9, 2006, the plaintiffs filed a Third Amended Consolidated Class Action Complaint. On August 10, 2006, the Court issued the Order signed by Judge Chesney granting in part and denying in part the motion to dismiss. According to the Order, the Textainer Defendants’ motion to dismiss is hereby granted in part and denied in part as follows: 1. With respect to plaintiff’s § 14(a) claim, the motion is granted and such claim is dismissed with leave to amend; 2. With respect to plaintiff’s § 20(a) claim, the motion is granted and such claim is dismissed with leave to amend; 3. With respect to plaintiff’s state law claims, the motion to dismiss is denied without prejudice; and, 4. Plaintiff may file an amended complaint no later than 20 days from the date of this order. On August 30, 2006, the lead plaintiff filed a Fourth Amended and Consolidated Class Action Complaint. On September 14, 2006, the defendants filed a motion to dismiss the complaint. On January 10, 2007, the Honorable Judge Maxine M. Chesney granted Textainer Defendants' motion to dismiss. On January 24, 2007, the plaintiff filed a Notice of Appeal.

On November 26, 2008, an Order was filed in the U.S. Court of Appeals for the Ninth Circuit. According to the Order, the parties’ joint emergency motion for a Stay of Proceedings and Deferral of Submission in Light of Settlement, filed November 19, 2008, is hereby granted. Submission has deferred pending the outcome of the parties’ settlement proceedings. The parties' request that the stay of proceedings and deferral of settlement has remained in effect until the settlement process is completed.

COMPANY INFORMATION:

Sector: Services
Industry: Rental & Leasing
Headquarters: United States

SECURITIES INFORMATION:

Ticker Symbol: XXFFA.PK
Company Market: Privately Traded
Market Status: Privately Held

About the Company & Securities Data


"Company" information provides the industry and sector classification and headquarters state for the primary company-defendant in the litigation. In general, "Securities" information provides the ticker symbol, market, and market status for the underlying securities at issue in the litigation.

In most cases, the primary company-defendant actually issued the securities that are the subject of the litigation, and the securities information and company information relate to the same entity. In a small subset of cases, however, the primary company-defendant is not the issuer (for example, cases against third party brokers/dealers), and the securities information and company information do not relate to the same entity.
COURT: N.D. California
DOCKET #: 05-CV-00969
JUDGE: Hon. Maxine M. Chesney
DATE FILED: 03/08/2005
CLASS PERIOD START: 07/01/2004
CLASS PERIOD END: 03/08/2005
PLAINTIFF FIRMS NAMED IN COMPLAINT:
  1. Abraham, Fruchter & Twersky (New York, One Pennsylvania Plaza)
    One Pennsylvania Plaza, Suite 1910, Abraham, Fruchter & Twersky (New York, One Pennsylvania Plaza), NY 10119
    212.279.5050 212.279.3655 · JFruchter@FruchterTwersky.com
  2. Chimicles & Tikellis LLP (Haverford)
    361 West Lancaster Avenue, Chimicles & Tikellis LLP (Haverford), PA 19041
    888.805.7848 610.649.3633 · mail@chimicles.com
No Document Title Filing Date
COURT: N.D. California
DOCKET #: 05-CV-00969
JUDGE: Hon. Maxine M. Chesney
DATE FILED: 08/30/2006
CLASS PERIOD START: 07/01/2004
CLASS PERIOD END: 03/08/2005
PLAINTIFF FIRMS NAMED IN COMPLAINT:
  1. Abraham, Fruchter & Twersky (New York, One Pennsylvania Plaza)
    One Pennsylvania Plaza, Suite 1910, Abraham, Fruchter & Twersky (New York, One Pennsylvania Plaza), NY 10119
    212.279.5050 212.279.3655 · JFruchter@FruchterTwersky.com
  2. Gold Bennett Cera & Sidener LLP
    595 Market Street, Suite 2300, Gold Bennett Cera & Sidener LLP, CA 94105-2835
    800.778.1822 415.777.5189 · info@gbcsf.com
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