According to a press release dated July 12, 2010, a class action lawsuit was filed on behalf of all persons or entities who sold Trust Preferred Securities of Ford Motor Company Capital Trust II (the "Trust") from June 21, 2010 through June 30, 2010 inclusive (the "Class").
The Trust is a statutory business trust formed under Delaware law by Ford Motor Company ("Ford"). In early 2002, the Trust sold 90 million Trust Preferred Securities for $50 each to the investing public, and conveyed those funds to Ford in return for Ford's 6.5% Junior Subordinated Convertible Debentures (the "Debentures") due January 15, 2032. Under the instruments governing the Trust and Debentures, quarterly interest on the Debentures is paid to the Trust which in turn makes distributions to holders of the Trust Preferred Securities. As permitted under the governing instruments, Ford deferred interest payments on the Debentures commencing in the first quarter of 2009, and, as a result, payment of quarterly distributions on the Trust Preferred Securities was also deferred. On June 30, 2010, Ford issued a press release stating, among other things, that it would pay in cash all accrued distributions previously deferred on the Trust Preferred Securities and that it intended to resume making quarterly distribution payments starting with the payment due on July 15, 2010, and that the accrued distributions would be paid to holders of record of the Trust Preferred Securities on June 30, 2010.
The Complaint alleges that Ford and the Trust failed to comply with the
Securities and Exchange Commission ("SEC") Rule 10b-17 in connection with this distribution in that they failed to provide ten (10) days prior notice of the distribution as the rule requires. The Complaint alleges that the failure to comply with SEC Rule 10b-17 constitutes a violation of Section 10(b) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 promulgated thereunder.
On October 4, 2010, the judge approved the lead plaintiff and approved lead plaintiff's choice of Rosenthal Monhait & Goddess, P.A., as lead counsel. On November 15, 2010, an Amended Class Action Complaint was filed. The defendants responded by filing a motion to dismiss on January 14, 2011. Oral argument was held on September 22, 2011.
On April 2, 2012, the Court issued an Order granting the defendants' motion to dismiss.
On April 9, 2013, the Court issued an Order denying the Plaintiff's Motion to Amend Judgment and For Leave To File [Proposed] Second Amended Complaint. On May 7, the Lead Plaintiff filed Notice appealing the April 2 and April 9 Orders.