According to the docket, the plaintiffs did not filed a second amended consolidated class action complaint. Instead, on November 3, 2006, a Joint Stipulation of Voluntary Dismissal was filed. On November 7, 2006, the Court entered the Order signed by U.S. District Judge Lyle E. Strom approving and adopting the Stipulation for Dismissal. According to the Order, these actions are dismissed with prejudice, all parties to bear their own costs and attorneys' fees.
As disclosed by the Company’s FORM 10-Q for the quarterly period ended August 27, 2006, three purported class actions have been consolidated in the United States District Court for Nebraska, Berlien v. ConAgra Foods, Inc., et. al. Case No. 805CV292 filed on June 21, 2005, Calvacca v. ConAgra Foods, Inc., et. al. Case No. 805CV00318 filed on June 30, 2005, and Woods v. ConAgra Foods, Inc., et. al. Case No. 805CV493 filed on July 26, 2005. Each lawsuit is against the Company and its former chief executive officer. The lawsuits allege violations of the federal securities laws in connection with the events resulting in the Company’s April 2005 restatement of its financial statements and related matters. Each complaint seeks a declaration that the action is maintainable as a class action and that the plaintiff is a proper class representative, unspecified compensatory damages, reasonable attorneys’ fees and any other relief deemed proper by the court. On September 19, 2006, the Court granted the Defendants’ Motion to Dismiss these lawsuits with leave for Plaintiffs to amend their Complaint.
Several purported shareholder class action lawsuits have been filed against ConAgra Foods, Inc. and its CEO charging the defendants with violating Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b 5 promulgated thereunder by issuing materially false and misleading financial statements to the investing public regarding the Company's financial performance and prospects.
ConAgra is a packaged food company serving a wide variety of food customers. The complaint alleges that during the Class Period, defendants made materially false and misleading statements regarding the Company's business and prospects and issued false and misleading financial statements. According to the complaint, as a result of defendants' false statements, ConAgra's stock traded at inflated levels as high as $30 per share during the Class Period, which allowed its top officers to reap tens of millions of dollars in ill-gotten bonuses. Among the facts concealed from the investing public during the Class Period, included the following: (1) the Company lacked requisite internal controls, and, as a result, the Company's projections and reported results were based upon defective assumptions and/or manipulated facts; (2) contrary to defendants' claims of fourth quarter 2005 and/or fiscal year 2005 profitability, the Company was actually on track to report losses; (3) the Company's income was overstated due to improper tax accounting; and (4) as a result of the above, the Company's projections for fiscal year 2005 were grossly inflated.
The complaint further alleges that on or around March 24, 2005, the Company announced it would be restating its financial statements for fiscal 2002 through the first half of fiscal 2005 due to improper accounting for income taxes. ConAgra stock fell to around $26 per share on this news. Then, on June 7, 2005, the Company announced that its fiscal 2005 fourth quarter would be lower than expected primarily due to continued weak profitability in the packaged meats operations. On this news the stock fell further to $24.32 per share.