UNITED STATES DISTRICT COURT DISTRICT OF KANSAS AT

Transcription

UNITED STATES DISTRICT COURT DISTRICT OF KANSAS AT
UNITED STATES DISTRICT COURT
DISTRICT OF KANSAS
AT KANSAS CITY
CORA E. BENNETT, Individually and On
Behalf of All Others Similarly Situated,
Plaintiff,
Civil Action No. 2:09-cv-02122-EFM-KMH
vs.
SPRINT NEXTEL CORPORATION, et al.,
Defendants
TO: ALL PERSONS WHO PURCHASED OR OTHERWISE ACQUIRED THE PUBLICLY-TRADED
COMMON STOCK OR CERTAIN CATEGORIES OF DEBT SECURITIES OF SPRINT NEXTEL CORPORATION
DURING THE PERIOD OCTOBER 26, 2006 THROUGH AND INCLUDING FEBRUARY 27, 2008.
This Notice is given pursuant to Rule 23 of the Federal Rules of Civil Procedure and an order of the United
States District Court for the District of Kansas. This Notice is not an expression of any opinion by the Court as to
the merits of any of the claims or defenses asserted by any party in this litigation. The purpose of this Notice is to
inform you of the pendency of this lawsuit, how it might affect your rights and what steps you may take in relation to
it.
A plaintiff class has been certified by the Court in this case consisting of all persons or entities who
purchased or otherwise acquired Sprint Nextel Corporation (“Sprint”) common stock (“Sprint Stock”) or one of the
10 categories of bonds listed in §II, below (the “Sprint Bonds”) during the period October 26, 2006 through
February 27, 2008 (the “Class Period”), and who were damaged by Defendants’ alleged violations of §§10(b) and
20(a) of the Securities Exchange Act of 1934. Excluded from the Class are Defendants and members of their
immediate families, any entity in which a defendant has or had a controlling interest, and the legal representatives,
heirs, successors or assigns of any such excluded party.
If you or someone acting on your behalf purchased Sprint Stock or Bonds during the Class Period, you are
or may be a member of the Class. You may be entitled to participate in any benefits that may eventually be
obtained for the Class as a result of this lawsuit.
This Notice provides a summary of the lawsuit, describes who is eligible to be included in the Class and the
effect of participating in this class action, and explains how to request exclusion from the Class.
I.
DESCRIPTION OF THE LAWSUIT
This is a securities class action against Sprint and certain former Sprint executives (the “Defendants”) for
alleged violations of the Federal Securities Laws during the Class Period.
Sprint is a wireless and wireline communications company headquartered in Overland Park, Kansas. In
August 2005, Sprint acquired Nextel Communications, at the time the nation’s fifth-largest wireless carrier for $37.8
billion. $15.6 billion of the purchase price was allocated to “goodwill,” an intangible asset intended to represent the
amount paid for a business over the fair market value of the assets and liabilities the business possesses.
Throughout the Class Period, Sprint Stock traded on the New York Stock Exchange (“NYSE”) under the ticker
symbol “S.” Sprint’s Stock and Bonds traded in the over-the-counter market throughout the Class Period.
On March 10, 2009, the initial complaint in this case was filed in the United States District Court, District of
Kansas. The case is presently pending before the Honorable Eric F. Melgren and is captioned Bennett v. Sprint
Nextel Corporation, Gary D. Forsee, Paul N. Saleh and William G. Arendt, Civil Action No. 09-CV-2122 EFM/KMH
(the “Litigation”). Plaintiffs filed the Consolidated Complaint for Violation of the Federal Securities Laws (the
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“Complaint”) on August 11, 2009, alleging that Defendants made a number of false and misleading statements
during the Class Period. As set forth in the Complaint, these alleged false and misleading statements include
representations that Sprint was on track to achieve billions of dollars in benefits from merger synergies, that Sprint
improved its customer mix as a result of tightening credit standards, that the integration of Sprint and Nextel
systems and operations was progressing as planned, and that the goodwill associated with the Nextel purchase
was not impaired.
Judge Eric F. Melgren has appointed three entities as “Lead Plaintiffs” pursuant to the requirements of the
Private Securities Litigation Reform Act of 1995: PACE Industry Union-Management Pension Fund (“PACE”), a
defined benefit plan based in Nashville, Tennessee; Skandia Life Insurance Company (“Skandia”), headquartered
in Stockholm, Sweden; and West Virginia Investment Management Board (“WVIMB”), an institutional investor
based in Charleston, West Virginia. The Lead Plaintiffs seek to recover money and other relief for the Class.
On January 6, 2011, the Court denied Defendants’ motion to dismiss the Complaint. Thereafter,
Defendants filed answers denying all material allegations of the Complaint and asserting defenses. No court has
made a ruling on the merits of plaintiffs’ allegations or on Defendants’ denials and defenses. The litigation is
ongoing.
Complete copies of the pleadings, orders and other documents filed in this Litigation are available at
http://www.pacer.gov or at the office of the Clerk of the Court, United States District Court for the District of Kansas,
Robert J. Dole Courthouse, 500 State Avenue, Kansas City, Kansas, under Civil Action No. 2:09-cv-02122.
II.
CLASS DEFINITION
On March 27, 2014, the Court entered an order certifying a Class and appointing PACE, Skandia, and
WVIMB as Class Representatives. The Class is defined as follows:
All persons and entities who purchased or otherwise acquired the publicly-traded securities of Sprint
Nextel Corporation from October 26, 2006, through February 27, 2008, inclusive and who were
damaged thereby. Included in the Class are purchasers of Sprint common stock (“Sprint Stock”)
and the following Sprint debt securities (“Sprint Bonds”): (i) 6.0% bonds, due December 1, 2016; (ii)
6.9% bonds, due May 1, 2019; (iii) 8.75% bonds, due March 15, 2032; (iv) 8.375% bonds, due
March 15, 2012; (v) 7.625% bonds, due January 30, 2011; (vi) 6.375% bonds, due May 1, 2009;
(vii) 6.875% bonds, due November 15, 2028; (viii) 6.875% bonds, due October 31, 2013; (ix) 5.95%
bonds, due March 15, 2014; and (x) 7.375% bonds, due August 1, 2015. Excluded from the Class
are Defendants herein, members of each Defendant’s immediate family, any entity in which any
Defendant has or had a controlling interest, officers and directors of Sprint, and Defendants’ legal
representatives, heirs, successors, or assigns of any such excluded party.
III.
RIGHTS OF CLASS MEMBER
A.
Remaining a Class Member
This Notice is sent to you in the belief that you may be a Class member in this Litigation; mere
receipt of the Notice, however, should not be construed to indicate that a determination has been made that you
are a member of the Class. To remain a Class member, you are not required to do anything. If you remain a
Class member you will be bound by any judgment in the Litigation, whether it is favorable or unfavorable. If you
choose to remain a Class member, you may not pursue a lawsuit on your own with regard to any of the claims
asserted or issues decided in the Litigation. As a Class member, you will be represented by the Court-appointed
Lead Counsel for the Class. You will not be charged a fee for the services of Class counsel. If the case results in
a recovery, however, Lead Counsel will apply to the Court to be paid some portion of whatever is recovered for you
and other Class members. The amount of any fee and expense award will ultimately be determined by the Court.
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B.
Exclusion from the Class
If you want to be excluded from the Class, you must state your request in writing (including
your full name and address) and sign your name. If you are signing on behalf of a Class member (such as an
estate, corporation or partnership), please indicate your full name and the basis of your authority to act on behalf of
the Class member. Your request for exclusion must be mailed to:
Bennett v. Sprint
c/o GCG
P.O. Box 10069
Dublin, OH 43017-6669
To be effective, your request for exclusion must be signed by you, state that you wish to be
excluded from the Class, set forth your full name and address, identify the dates, amounts and types of
Sprint Stock or Sprint Bonds you purchased during the Class Period, and be postmarked no later than
November 28, 2014. Facsimile and e-mail requests for exclusion are not acceptable. Requests for exclusion that
do not comply with the above requirements will be invalid.
Do not request exclusion if you wish to be a Class member in this lawsuit. You may also enter an
appearance in this case through counsel of your own choosing and at your expense, if you so desire. If you
properly exclude yourself from the Class, you will not be bound by any judgment in this Litigation, but you will also
not be entitled to share any recovery that may result from it. If you properly request exclusion, you will be entitled to
pursue any individual lawsuit, claim or remedy, if available, which you may have, at your own expense.
IV.
SECURITIES BROKERS AND NOMINEES
Nominees who purchased or otherwise acquired Sprint Stock or Sprint Bonds during the Class Period for
the beneficial ownership of another are requested to send this Notice to all such beneficial owners no later than ten
days after receipt of this Notice. Additional copies of this Notice will be provided to such nominees upon written
request sent to:
Bennett v. Sprint
c/o GCG
P.O. Box 10069
Dublin, OH 43017-6669
In the alternative, nominees are requested to send a list of the names and addresses of such beneficial
owners to The Garden City Group at the above address. The Garden City Group will thereafter mail copies of this
Notice directly to all such beneficial owners. Plaintiffs’ counsel offers to prepay the reasonable costs of preparing a
list of the names and addresses of such beneficial owners or of forwarding this Notice to beneficial owners in those
cases where a nominee elects to forward notice, rather than provide a list of names and addresses to The Garden
City Group.
V.
CLASS COUNSEL
The Court appointed the law firms of Robbins Geller Rudman & Dowd LLP and Motley Rice LLC as
Lead Counsel for the Class. If you have any questions concerning the matter raised in this Notice, you may
contact Lead Counsel:
Brian O. O’Mara
Robbins Geller Rudman & Dowd LLP
655 West Broadway, Suite 1900
San Diego, CA 92101
1-800-449-4900
James M. Hughes
Motley Rice LLC
28 Bridgeside Blvd.
Mount Pleasant, SC 29464
1-800-768-4026
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VI.
CLAIMS ADMINISTRATOR
If you have any corrections or changes of name or address, you may address them in writing to:
Bennett v. Sprint
c/o GCG
P.O. Box 10069
Dublin, OH 43017-6669
PLEASE DO NOT TELEPHONE OR CONTACT THE COURT OR CLERK OF THE COURT REGARDING
THIS NOTICE.
DATED: September 29, 2014
____________________________________
BY ORDER OF THE COURT
THE HONORABLE ERIC F. MELGREN
UNITED STATES DISTRICT JUDGE
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