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Rick Tom, Et Al. V. Huntington Bancshares, Inc., Et Al. 08-CV-443

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Rick Tom, Et Al. V. Huntington Bancshares, Inc., Et Al. 08-CV-443 Case 2:08-cv-00443-JLG-TPK Document 14 Filed 07/18/2008 Page 1 of 32 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF OHIO EASTERN DIVISION RICK TOM and JACQUELYN A. STEPHENS, individually and on ) NO. 2:08cv443 behalf of all others similarly situated, ) Plaintiffs, ) Judge James L. Graham vs. ) Magistrate Judge Terence P. Kemp HUNTINGTON BANCSHARES ) INCORPORATED (as successor in ) interest to Sky Financial Group, Inc.), ) MARTY E. ADAMS, ) and KEVIN T. THOMPSON, ) Class Action Defendants. ) Demand for Jury Trial Plaintiffs' First Amended Class Action Complaint Plaintiffs Rick Tom and Jacquelyn A. Stephens, individually and on behalf of all others similarly situated, complain of defendants Huntington Bancshares Incorporated, Marty E. Adams, and Kevin T. Thompson as follows. I. Introduction 1. This is a strict liability securities fraud case arising from the misconduct of Sky Financial Group, Inc. ("Sky Financial ), Sky Financial's former Chairman, President and CEO Marty E. Adams, and Sky Financial ' s former Executive Vice President and CFO Kevin T. Thompson, in connection with Sky Financial' s acquisition of the Waterfield Mortgage Company, Inc. ("Waterfield ). Huntington is a defendant in this lawsuit because it is the successor in interest to Sky Financial and is liable for Sky Financial' s violations of § 11 and § 12 of the Securities Act of 1933 in connection with Sky Financial's 2006 acquisition of Waterfield. 849439v2/010571 Case 2:08-cv-00443-JLG-TPK Document 14 Filed 07/18/2008 Page 2 of 32 2. In October 2006, Sky Financial acquired Waterfield Mortgage Company, Incorporated ("Waterfield ). In connection with that transaction, the former shareholders of Waterfield exchanged all of their stock in Waterfield for stock in Sky Financial plus some cash. Plaintiffs and the other members of the plaintiff class in this case are the former shareholders of Waterfield who acquired their stock in Sky Financial in connection with Sky Financial's acquisition of Waterfield. This lawsuit concerns Sky Financial' s violations of § 11 and § 12 of the Securities Act of 1933, 15 U.S.C. §§ 77k and 771, through its use of registration and proxy statements that contained false and misleading statements of material fact and that omitted material information leading up the Waterfield acquisition.1 3. Section 11 is a strict liability statute. Section 11 imposes liability "[i]n case any part of the registration statement, when such part became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading. • Section 11 "was designed to assure compliance with the disclosure requirements of the Act by imposing a stringent standard of liability on the parties who play a direct role in a registered offering. Herman & MacLean v. Huddleston, 459 U.S. 375,381- 82(1983). • Under § 11, "[l]iability against the issuer of a security is virtually absolute, even for innocent misstatements. Albert Fadem Trust v. American Elec. Power Co., 334 F. Supp. 2d 985, 1005 (S.D. Ohio 2004) (quoting Herman & MacLean, 459 U.S. at 382). • "Section 11 is a strict liability statute. Violation of section 11 does not require proof of plaintiff's reliance or any of the elements of fraud. Amtower v. Photon Dynamics, 2008 WL 151268, *7 (Cal. Rptr. 3d Jan. 17, 2008). 1 This lawsuit is separate and distinct from certain other class action securities lawsuits, shareholder derivative lawsuits, and ERISA lawsuits recently filed against Huntington. Those lawsuits complain about Huntington's breach of fiduciary duty and mismanagement in connection with Huntington's July 2007 merger with Sky Financial and complain about Huntington's misstatements and omissions starting in July 2007 - events that began some nine months after completion of the Sky Financial/Waterfield transaction at issue in this case. 849439v2/010571 2 Case 2:08-cv-00443-JLG-TPK Document 14 Filed 07/18/2008 Page 3 of 32 • "No scienter is required for liability under § 11; defendants will be liable for innocent or negligent material misstatements or omissions . In re Stac Electronics Securities Litig., 89 F.3d 1399, 1404 (9th Cir 1996). • "Loss causation (i.e. a causal connection between the material misrepresentation or omission and plaintiffs loss) is not an element of a § 11 claim. Levine v. AtriCure, 508 F. Supp. 2d 268, 272 (S.D.N.Y. 2007). 4. Sky Financial's violations of § 11 (and § 12) in connection with its acquisition of Waterfield expose its successor in interest, Huntington, to tens of millions of dollars in liability to plaintiffs and the class. II. PnrtiPQ 5. Plaintiff Rick Tom is an individual residing in Ft. Wayne, Indiana. Please see the certification attached as Exhibit 1. 6. Plaintiff Jacquelyn A. Stephens is an individual residing in South Bend, Indiana. Please see the certification attached as Exhibit 2. 7. Defendant Huntington Bancshares Incorporated ("Huntington ) is a Maryland corporation with its principal place of business in Columbus, Ohio. Huntington has appeared and may be served through its counsel of record. On July 1, 2007, Huntington merged with and acquired Sky Financial Group, Inc. ("Sky Financial ), such that all shares of Sky Financial common stock were converted into shares of Huntington common stock and Huntington was the continuing entity following the merger. Huntington is the successor in interest to Sky Financial, and Huntington has assumed and is responsible for all of Sky Financial' s liabilities at issue in this lawsuit. 8. Defendant Marty E. Adams ("Adams ) is an individual residing in Salineville, Ohio. Adams has appeared and may be served through his counsel of record.. Adams was Sky 849439v2/010571 3 Case 2:08-cv-00443-JLG-TPK Document 14 Filed 07/18/2008 Page 4 of 32 Financial's Chairman, President and CEO, and he signed Sky Financial's registration statements at issue in this case. 9. Defendant Kevin T. Thompson ("Thompson) is an individual residing in Bowling Green, Ohio. Thompson has appeared and may be served through its counsel of record. Thompson was Sky Financial's executive vice president and CFO, and he signed Sky Financial's registration statements at issue in this case. III. Jurisdiction and Venue 10. This Court has jurisdiction over this matter under § 22 of the Securities Act of 1933, and under 28 U.S.C. §§ 1331 and 1332. Plaintiff and the class seek to recover an amount of damages in excess of the minimum jurisdictional requirements of this Court. 11. Personal jurisdiction and venue are proper in this district because defendant Huntington may be found in this district and transacts business in this district, Huntington is an inhabitant of this district, Huntington's headquarters is in this district, part of the offer or sale of securities at issue in this case occurred in this district, and Huntington's principal place of business is in this district. Huntington's main executive offices are located at Huntington Center, 41 South High Street, Columbus, Ohio. 12. Personal jurisdiction and venue also are proper in this district because, following Sky Financial's July 2007 transaction with Huntington, defendant Adams served as Huntington's President and Chief Operating Officer, and conducted a substantial amount of business in this district. On information and belief, defendant Thompson regularly transacted business in and around this district in his capacity as Sky Financial 's EVP and CFO for various reasons, including for the operation and sale of Sky Financial Solutions, Inc., a subsidiary of Sky 849439v2/010571 4 Case 2:08-cv-00443-JLG-TPK Document 14 Filed 07/18/2008 Page 5 of 32 Financial that was based in this district, for Sky Financial's purchase and assimilation of Prospect Bank, which was based in this district, and in connection with Sky Financial's transaction with Huntington. 13. Personal jurisdiction and venue also are proper in this district because a substantial part of the events or omissions giving rise to, and at issue in, this lawsuit occurred in this district. IV. Facts 14. The shares of stock held by plaintiffs and the members of the class were converted into shares of stock in Sky Financial in connection with the October 2006 Sky Financial/Waterfield transaction and then converted into shares of stock in Huntington in connection with the July 2007 Huntington/Sky Financial transaction. Sky Financial Acquired Waterfield in October 2006 15. Plaintiffs and the members of the class are former shareholders of Waterfield, which was a holding company headquartered and incorporated in Indiana. 16. On February 3, 2006, Sky Financial issued a press release and announced that it would acquire Waterfield in a transaction valued at $330 million. 17. On April 5, 2006, Sky Financial filed a Form S-4 Registration Statement and proxy statement/prospectus ("Registration Statement ) in connection with Sky Financial's acquisition of Waterfield. On July 26, 2006, Sky Financial filed a near identical Form S-4/A Amendment No. 1 and proxy statement/prospectus ("Amended Registration Statement ) to its April 5, 2006 Form S-4 Registration Statement. Sky Financial's chairman, president and CEO Adams signed the Registration Statement and the Amended Registration Statement. Sky 849439v2/010571 5 Case 2:08-cv-00443-JLG-TPK Document 14 Filed 07/18/2008 Page 6 of 32 Financial ' s executive vice president and CFO Thompson signed the Registration Statement and the Amended Registration Statement. 18. On October 18, 2006, Sky Financial announced that it had completed its acquisition of Waterfield in a transaction valued at $321. 5 million. In connection with the merger, each share of Waterfield stock was converted into 4.38 shares of Sky Financial common stock, and each Waterfield shareholder also was entitled to a cash payment of $80.07 per share of Waterfield stock.
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