On June 22, 1998, this action, docket number 98-CV-2819 was consolidated into In Re: Cendant Corporation Litigation, Master File 98-CV-1664. On December 1, 1998, docket number 98-CV-2819 was de-consolidated from the Master File.
As summarized by the Company’s Form 10-K For The Fiscal Year Ended December 31, 2000, Welch & Forbes, Inc. v. Cendant Corp., et al., No. 98-2819 (WHW) (the "PRIDES Action") is a class action filed on June 15, 1998 and brought on behalf of purchasers of the Company's PRIDES securities between February 24 and August 28, 1998. The PRIDES Action is a consolidation of Welch & Forbes, Inc. v. Cendant Corp., et. al. with seven other class action lawsuits filed on behalf of purchasers of PRIDES. Named as defendants are the Company; Cendant Capital I, a statutory business trust formed by the Company to participate in the offering of PRIDES securities; seventeen current and former officers and directors of the Company, CUC and HFS; Ernst & Young; and the underwriters for the PRIDES offering, Merrill Lynch & Co.; Merrill Lynch, Pierce, Fenner & Smith Incorporated; and Chase Securities Inc.
The allegations in the Amended Consolidated Complaint in the PRIDES Action are substantially similar to those in the Securities Action, and violations of Sections 11, 12(a)(2) and 15 of the Securities Act and Sections 10(b) and 20(a) of the Exchange Act are asserted. Damages in unspecified amounts are sought.
On November 11, 1998, the plaintiffs in the PRIDES Action brought motions for (i) certification of a proposed class of PRIDES purchasers; (ii) summary judgment against the Company on liability under Section 11 of the Securities Act; and (iii) an injunction requiring the Company to place $300 million in a trust account for the benefit of the PRIDES investors pending final resolution of their claims. These motions were withdrawn in connection with a partial settlement of the PRIDES Action.
On March 17, 1999, we entered into a stipulation of settlement with counsel
representing the class of holders of our PRIDES securities who purchased their
securities on or prior to April 15, 1998 ("eligible persons") to settle their
class action lawsuit against us. Under the settlement, each eligible person was
entitled to receive a new security--a Right--for each PRIDES held on April 15,
1998. The settlement did not resolve claims based upon purchases of PRIDES after
April 16, 1998. On June 15, 1999, the United States District Court for the
District of New Jersey issued an order approving the settlement and awarding
fees to class counsel. One objector, who objected to a portion of the settlement
concerning fees to class counsel, filed an appeal to the United States Court of
Appeals to the Third Circuit, which was argued on December 15, 2000 and is
currently pending before the appeals court. We believe this appeal is without
In April 2000, The Chase Manhattan Bank ("Chase"), acting as custodian of three
mutual funds that sought a total of 2,020,000 Rights, filed a motion seeking
relief from an order of the District Court that rejected the claims filed by
Chase on behalf of the mutual funds. On June 7, 2000, the District Court denied
Chase's motion, but on December 1, 2000 the Third Circuit vacated that order and
remanded the case to the District Court for further proceedings, which are
ongoing. As the Rights expired on February 14, 2001, if Chase's claim is
successful it will be satisfied with our CD Common Stock.
Pursuant to the settlement, we distributed 24,107,038 Rights to eligible
persons. The Rights provided that we issue two New PRIDES to every person who
delivered to us by February 14, 2001 three rights and two original PRIDES. The
terms of the New PRIDES were the same as the original PRIDES, except that the
conversion rate was revised so that, at the time the Rights were distributed,
each of the New PRIDES had a value equal to $17.57 more than each original
PRIDES, based upon a generally accepted valuation model. We issued approximately 15,485,000 New PRIDES upon exercise of Rights. Under the terms of the New PRIDES, each holder of a New PRIDES was required to purchase 2.3036 shares of our Common Stock on February 16, 2001. In connection with this mandatory purchase, we distributed approximately 14,745,000 more shares of our Common Stock on February 16, 2001 than we otherwise would have under the terms of the original PRIDES.
According to the Company’s Form 10-K for the fiscal year ended December 31, 2005, on October 28, 2005, the Company reached a settlement, resolving the claims of class members who purchased PRIDES on and after April 16, 1998. To settle these claims, the Company has agreed to pay $32.5 million in cash plus 3.5% of any net recovery from litigation the Company is pursuing against Ernst & Young, LLP, auditors for the former CUC, arising from the accounting irregularities. Interest will accrue on the cash portion of the settlement beginning on January 27, 2006, when the court approved the settlement in all respects, at the federal funds rate applicable on that date.
The settlement approval hearing was held before Judge William H. Walls on January 27, 2006. On January 30, 2006, the court issued the Order and Final Judgment of the settlement. On February 1, 2006, the Court granted the awarding attorneys' fees and reimbursement of expenses and the plan of allocation.