Priceline.Com Inc. Securities Litigation 00-CV-01884-Consolidated
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IN THIS: UNITED STATES DISTRICT COURT 2 FOR THE. DISTRICT OF CONNECTICUT In Re: Priceline.com Master File No. C_-. Securities Litigation 3:00 884(DJ0 This document relates to: ._ c_' '._ ^i_i^ T ..^ 1' Safi E^ ALL ACTIONS t3aiu^ jti^t Ux •' ,^ •F ^,ti^ Sjevia CON SOLIDATED AMENDED COMPLAINT. SCOTT & SC'OTT. I.LC JOHNSON & PERKINSON David R. Scott CT16080 Dennis J. Johnson James E, Miller CT21560 Jacob B. Perkinsori 108 Norwich Avenue 1690 Williston Road P.O. Box 192 South Burlington . VT 05403 Colchester, CT 06415 Tel: (802 ) 862-0030 Tcl: (860) 537-3818 Fax: (802 ) 862-0060 Fax: (860) 537-4432 STULL, STULL & BRODY SCHATZ & NOBEL Jules Brody Andrew M. Schatz Aaron Brody Jeffrey S. Nobel 6 East 45" Street Patrick A. Klingman Netiw York, NY 10017 330 Main Street Tel: (212) 687-7230 Hartford, CT 06106 Fax: (212) 490-2022 Tel: (860) 493-6292 Fax: (860) 493-6290 I. NATURE OF THE ACTION . This is a securities class action on behalf of a class (the "Class") of all persons who purchased or other ise acquired securities of price] ine . com, Inc . ("Priceline,""PCLN" or the Cornpany") between January 27, 2000 and October 4, 2000 ( the "Class Period"), seeking remedies under the Securities Exchange Act of 1934 ("1934 Act" or "Exchange Act"), 15 U.S.C. 78j(b) and 78t(a). Pricelinc is a company that is and , at all pertinent times, has been a relatively small, niche player in the internet travel business, selling airline tickets, hotel rooms and rental cars through its "Name Your Own Price" system ("Priceline's Business Model" or "Business 'Model" or the "`Name Your Own Price' System"). The "Name Your Olen Price" System essentially permits consumers to establish an "offer" price to purchase airline tickets. hotel rooms and rental cars and, based upon the collection of excess capacity in those markets at certain times. Pricelinc seeks to locate suppliers to meet that "offer" price, thereby providing an acceptable and, at times, lower price for the item(s) purchased than otherwise would be available to consumers. During the Class Period, Defendants misrepresented to the investing public that it was much more than a niche, online travel site and, rather, sought to convince the investing public that it constituted an entirely new business methodology, which was easily expandable to numerous other markets. The poster child of Priceline's purported expandability was Priceline iii ehhouse Club, Inc. ("WebHouse"), By the beginning of the Class Period, however, Defendants knew that Priceline's Business Model was not expandable, as demonstrated by the model's failure in the case of WebI-touse. Nevertheless, Defendants affirmatively misrepresented -1- the succcas of \VebHouse to maintain Priceline's stock price, to convince the investing public that Priceline's Business Model was expandable and profitable and to attract investment for WcbHousc as part of a sheer gamble that somehow WebHouse would become a sustainable business. 4. During the Class Period, Defendants materially misrepresented the true status of Priccline s Business Model and its acceptance in various markets . These misrepresentations caused Priceline's stock to trade at artificially high levels and enabled the Individual Defendants to sell more than a quarter billion dollars of Pnceline stock. After reaping hundreds of millions of dollars of ill gotten gains. the Individual Defendants disclosed the truth about Priceline -- that its efforts to expand its Business Model were a reckless gamble that had failed, and the stock; price crashed. Defrauded investors were left holding a stock of diminished value in a small niche online travel company with, at best, a questionable future. 11. JURISDICTION AND VENUE . 5. Plaintiffs bring this action and this Consolidated Amended Complaint ("Complaint") asserts claims pursuant to the 1934 Act as amended (15 U.S.C. §§ 78j(b) and 7 8t(a)) and Rule I Ob-5 promulgated thereunder (17 C.F.R. § 240.106-5). 6, This Court has jurisdiction over the subject matter of this action pursuant to Section 27 of the 1934 Act (15 U.S.C. § 78aa) and 28 U.S.C. § 1331. 7. Venue is proper in this judicial district pursuant to Section 27 of the 1934 Act, 15 U.S.C. § 78aa, and 28 U .S.C. § 1391(b). Many of the acts and transactions giving rise to the violations of Iaw complained of in this Complaint, including the preparation of and dissemination to the investing public of false and misleading information, occurred in this -2- judicial district. Priceline's home offices and principle place of business arc located in this judicial district, S. In connection with the acts, conduct and other wrongs complained of in this Complaint. the Defendants used the means and instrumentalities of interstate commerce, including. but not limited to, the national securities exchanges. III. THE PARTIES . A. Pl aintiffs . 9. Plaintiff, .Amerindo Investment Advisors, Inc., a New York- corporation. purchased Priceline common stock during the Class Period, and has suffered substantia l damages as a result of the wrongful acts of Defendants as alleged in this Complaint. I(). Plaintiff, Iliana Iliieva, an individual, purchased Priceline common stock during the Class Period, and has suffered substantial damages as a result of the wrongful acts of Defendants as alleged in this Complaint. 1 1. Plaintiff, Leisinger Pension fund, a pension fund based in Switzerland, purchased Priceline common stock during the Class Period, and has suffered substantial damages as a result of the wrongful acts of Defendants as alleged in this Complaint. 12. Plaintiffs. Mark Weiss and Marilyn D. Engel, a married couple, purchased friccline common stock during the Class Period, and have suffered substantial damages as a result of the wrongful acts of Defendants as alleged in this Complaint. 1 3. Plaintiff, Joseph Wilenkin. an individual, purchased Priceline Common stock and options during the class period, and has suffered substantial damages as a result of the . rongful acts of Defendants as alleged in this Complaint. -3- B. Defendants . 14. Defendant, Priceline, is a Delaware corporation with its executive offices and principal place of business located at 800 Connecticut Avenue, Norwalk , Fairfield County. Connecticut. Priceline describes itself as a "Name Your Own Price" patented Internet pricing system where customers set the price for goods and services, such as airline tickets, purportedly enabling consumers to achieve significant savings. The Company claims that its Business Model is based on the electronic collection of consumer demand (in the form of individual customer offers guaranteed by a credit card) for a particular product or service at a price set by the customer, which is then satisfied by communicating that demand directly to participating sellers or their private databases. Priceline's Business Model originally was implemented in the airline ticket market by securing guaranteed inventory to meet the collected demand. Priceline's common stock is traded on the NASDAQ National Market ("NASDAQ") under the symbol "PC LN ... 1 ^. Defendant, Deloitte & Touche, LLP ("Deloitte" or "Accountant Defendant"). is a `Big Fiv c" accounting firm that maintains offices throughout the United States, including offices in Hartford. Stamford and Wilton, Connecticut and, at all pertinent tinges. served as Priccline's auditor. Dcloitte audited the 1999 year-end financial statement of Priceline. 16. Defendant, Nichols ("Nichols "), was at all relevant times. a director of Pricelinc. He currently serves as a director of Synapse Group, Inc., a privately held direct marketing firm co-founded by Walker and which conducted substantial business with WebHouse during the Class Period. Nichols sold 500.000 shares of Priceline stock during the Class Period. l -. Defendant , Daniel H. Schulman ("Schulman "), is Pricelii ne's President and Chief -4- Executive Officer ("CEO"). Schulman was Priceline's Chief Operating Officer from June, 1999 until June 15, 2000, at which time he became Priccline's CEO. Schulman also was a Director of the Company throughout the Class Period. 1,S. Defendant, Richard S. Braddock ("Braddock"), was, at all relevant tithes, Priceline's Chairman of the Board. Braddock joined the Company in July 1998 and served as Priceline's first CEO from July 1998 through June 15, 2000. Braddock sold at least 100,000 shares of Priceline stock during the Class Period at artificially inflated prices for total proceeds of at least S2.4 million. 19, Defendant, Jay S. W alker ("Walker"), was, at all relevant times, Priceline's founder and Vice Chairman of the Board . Walker also served as the CEO ofPriceline \VehHouse throughout the Class Period and controlled Walker Digital Corp. ("Walker Digital"), an invention and development company, which was instrumental in funding Priceline and WebHouse at their inceptions. Walker Digital owned 35% of Priccline and 34% of WebHousc as of November 1, 2000. Walker owned 34.1 % of the stock of Walker Digital, rendering him a controlling shareholder of Walker Digital , according to Priceline 's 2000 Form 14A. As revealed therein, Walker was the founder of Walker Digital and serves as its Chairman of the Board_ Pricelinc's 2 000 Form 14A also reveals that Walker Digital controls Walker Digital LLC. Walker directly sold at least 10,900,0 00 shares of Priceline stock during the Class Period at artificially inflated prices for total proceeds of at least $286,000,000.00. Additionally, Walker, by and through Walker Digital and Walker Digital, LLC. sold an additional 2,500,000 shares of Priceline stock during the Class Period for proceeds of approximately $123,441,500. 20. The defendants referenced in paragraphs 16 through 19 are referred to in this -5- Complaint as the "Individual Defendants." Unless otherwise indicated, "Defendants" refers collectively to Priccline and the Individual Defendants. C'. Controllin g Persons. 21. ByI reason of their ownership of Pticeline securities, management:n positions.