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United States District Court Southern District of Indiana Indianapolis Division UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF INDIANA INDIANAPOLIS DIVISION FRANZ SCHLEICHER, et. al., No. 02 CV 1332 DFH-TAB Plaintiffs, vs. CLASS ACTION GARY C. WENDT, WILLIAM J. SHEA, CHARLES B. CHOKEL and JAMES S. ADAMS, Defendants. JURY TRIAL DEMANDED _____________________________________ This Document Relates To: All Actions. CORRECTED AMENDED AND CONSOLIDATED CLASS ACTION COMPLAINT CORRECTED AMENDED AND CONSOLIDATED CLASS ACTION COMPLAINT Lead Plaintiffs, by their attorneys, individually and on behalf of all other persons similarly situated by and through their attorneys, allege the following based upon an extensive investigation conducted by Lead Counsel, which included, inter alia, examining relevant filings with the Securities and Exchange Commission (the “SEC”), press releases, teleconferences, news articles, analyst reports, general media reports, accounting publications; consultations with public accounting experts, and interviews of former employees of Conseco, Inc. (“Conseco”) and Conseco Finance Corp. (“Conseco Finance” or “CFC”), independent manufactured-housing dealers and customers of Conseco Finance. All witnesses are confidential to preserve their desire for anonymity. Furthermore, this Complaint is based upon personal knowledge as to the named Plaintiffs’ own acts, and upon information and belief as to all other matters, based upon the aforementioned investigation. SUMMARY OF ACTION 1. Lead Plaintiffs bring this action as a class action on behalf of all persons, other than Defendants, who purchased, sold, or otherwise acquired or disposed of Conseco, Inc. common stock, preferred stock and/or notes or other publicly traded debt securities of Conseco, Inc., during the period April 24, 2001 through August 9, 2002, inclusive (the “Class Period”), to recover damages caused by Defendants’ violations of the federal securities laws. 2. During the Class Period, Conseco recklessly engaged in a massive and systematic coverup of its actual debts and losses through complex accounting, misleading disclosures, and irregular accounting practices in violation of Generally Accepted Accounting Principles (“GAAP”) both at Conseco and Conseco Finance. For their own personal gain, Defendants knowingly led shareholders down a path of destruction, caring not that Conseco Finance had fundamental AMENDED CLASS ACTION COMPLAINT CORRECTED AMENDED COMP.12 08 03.wpd Page 1 operational and cash flow problems and that Conseco was not a viable “going concern” without an extension on its half billion dollars in D&O loan guarantees1 maturing in December 2003. When it became clear that the banks were not going to grant an extension on the D&O loan guarantees, Defendants made the decision to bankrupt Conseco and preserve its insurance company assets, a decision shocking its shareholders and leaving them feeling betrayed. The shareholders rightly felt shocked and betrayed after the many representations and communiques directly from Defendant Wendt that Conseco was willing and able to meet its liquidity needs in 2002 and beyond. In the ensuing bankruptcy proceeding, Defendants’ web of deceit fell away to reveal the true operating condition of what was formerly Conseco and Conseco Finance. 3. Undisclosed liabilities, losses, and cash flow problems at Conseco Finance included, but were not limited to: (a) $900 MILLION IN GUARANTEE LIABILITY ATTACHED TO B-2 SECURITIES DEBT Defendants failed to disclose $900M in guarantee liability attached to subordinated debt securities, referred to as B-2 Certificates, retained by Conseco Finance. Throughout the Class Period Defendants repeatedly stated in every SEC filing that its guarantee liability was only $1.4B. In truth, Defendants’ guarantee liability was $2.3B ($1.B + $.9B of undisclosed liability). Because the undisclosed $900M guarantee liability was attached to assets pledged to the half billion dollar Lehman Residual Facility, investors 1 The Directors and Officer loans reached $700M and were amassed in a Conseco program where senior employees were manipulated by coercion into buying Conseco stock on the open market using loans far exceeding their means to repay. AMENDED CLASS ACTION COMPLAINT CORRECTED AMENDED COMP.12 08 03.wpd Page 2 were not aware of the cash flow risks from this collateral arrangement. The cash flow risks from the undisclosed $900M in guarantee liability were demonstrated in the third quarter of 2002 when Lehman asserted there was a collateral deficit on the pledged assets and began retaining the cash flows from the assets; this prompted Defendants to suspend payments on the B-2 Certificate guarantees in the fourth quarter of 2002. The $900M in guarantee liability was not revealed by Defendants until the bankruptcy proceeding in December 2002, when it was disclosed that Lehman, by virtue of registration in its name, was the largest holder of the B-2 Certificates with irrevocable guarantees of principal and interest. Payments on the B-2 Certificate guarantee liability, including those owed to Lehman, were a primary contributing factor to Conseco Finance’s liquidity crisis. Payments on the B-2 Certificate guarantees were described as a “major obligation” in the bankruptcy proceeding with guarantee obligations aggregating $32M in the fourth quarter of 2002 alone. See ¶¶ 43-58 for a detailed discussion of these allegations. In addition, Defendants employed improper accounting methods to embed the losses from the B-2 Certificate guarantees in its interest-only securities to hide from investors the actual amount of losses and liability from the guarantees. See ¶¶ 67-79 for a detailed discussion of these allegations. Finally, Defendants failed to disclose the incestuous nature of operating income derived from guarantee payments on its retained B-2 Certificates, i.e. they had paid it to themselves. Payments on the retained B-2 Certificate AMENDED CLASS ACTION COMPLAINT CORRECTED AMENDED COMP.12 08 03.wpd Page 3 guarantees distorted Conseco Finance’s reported operating income by as much as 67% during the Class Period. See ¶¶ 59-66 for a detailed discussion of these allegations. (b) INADEQUATE SERVICING FEES FOR MANUFACTURED-HOUSING RECEIVABLES Defendants failed to disclose that Conseco Finance was locked into binding Servicing Contracts with grossly inadequate fees to cover the actual cost of servicing its $25.3B in manufactured-housing receivables. The inadequate fees created a fundamental liquidity problem that should have been disclosed pursuant to securities regulations. Instead, Defendants made false and misleading statements claiming that Conseco’s servicing costs were actually “decreasing” due to cost savings from restructuring Conseco Finance. For example, Conseco’s 1Q 2002 Form 10-Q at 47, stated: Other operating costs and expenses include the costs associated with servicing our managed receivables, and non- deferrable costs related to originating new loans. Such expenses decreased by 5.3 percent, to $154.6 million, in the first quarter of 2002, as compared to the same period in 2001. Such costs have decreased as we have begun to realize the cost savings from the previously announced restructuring of Conseco Finance. (Emphasis added). As revealed in the bankruptcy proceeding, the cost of servicing Conseco Finance’s manufactured-housing loans was approximately 75 basis points of the aggregate principal balance of the loans. However, Conseco Finance was entitled to receive a servicing fee of only 50 basis points, and even then only to the extent of available cash after the trust satisfied other obligations. As a AMENDED CLASS ACTION COMPLAINT CORRECTED AMENDED COMP.12 08 03.wpd Page 4 result of the subordination of its servicing fees, Conseco Finance was only receiving, on average, approximately 12 basis points of the 50 basis points it was entitled to receive. These inadequate fees caused a cash drain of more than $10M per month ($30M per quarter). On top of this $10M monthly cash drain, Conseco Finance was also having to use $10M per month ($30M per quarter) in cash to repossess manufactured-housing units and for other “non- reimbursable” expenses associated with its servicing obligations. Thus, by the time Defendants filed for bankruptcy protection, Conseco Finance was servicing its manufactured-housing loan portfolio at a $60M per quarter cash flow deficit. Within hours of filing its bankruptcy petition, on December 18, 2002, a bankruptcy Judge took the extraordinary step of increasing the contractually set servicing fee from 50 basis points to125 basis points to prevent Conseco Finance from rejecting the servicing contracts and refusing to service its $25.3B portfolio of manufactured-housing loans. See ¶¶ 80-96 for additional details on this allegations; (c) $2 BILLION LOSS CONTINGENCY Defendants failed to disclose a $2,017,206,650 loss contingency from selling securities backed by loans and notes originated by Conseco Finance that deviated from the representations and warranties made under the Servicing Contracts. Under the terms of the Servicing Contracts, a breach of representation or warranty created a duty for Conseco Finance to cure the “exception” or repurchase the related loan. Although not disclosed to AMENDED CLASS ACTION COMPLAINT CORRECTED AMENDED COMP.12 08 03.wpd Page 5 investors, Defendants were aware of the loss contingency because the Trustee for the Securitization Trusts – which collectively owned an aggregate $32B in loans and notes originated by Conseco Finance – provided Conseco Finance with a regular report detailing current exceptions for
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