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Bret S. Jones, Et Al. V. Antonio M. Perez, Et Al. 12-CV-01073-Second

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Bret S. Jones, Et Al. V. Antonio M. Perez, Et Al. 12-CV-01073-Second UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK x TIMOTHY A. HUTCHINSON, Individually : Civil Action No. 1: 12-cv-01073-HB and on Behalf of All Others Similarly Situated, CLASS ACTION Plaintiff, SECOND AMENDED COMPLAINT FOR vs. VIOLATION OF THE FEDERAL SECURITIES LAWS ANTONIO M. PEREZ, et al., Defendants. DEMAND FOR JURY TRIAL 806584_i Case 1 :12cv-01073-HB Document 51 FUed 01/23/13 Page 2 of 100 TABLE OF CONTENTS Page 1. INTRODUCTION ...............................................................................................................1 II. JURISDICTION AND VENUE ..........................................................................................4 III. PARTIES .............................................................................................................................4 IV. FACTUAL BACKGROUND ..............................................................................................7 V. FRAUDULENT SCHEME AND COURSE OF BUSINESS ...........................................14 VI. DEFENDANTS' FALSE AND MISLEADING STATEMENTS AND OMISSIONS ISSUED DURING THE CLASS PERIOD.................................................16 A. False and Misleading Statements and Omissions Made in Connection with the Company's July 26, 2011 Press Release and Earnings Conference Call.........16 B. False and Misleading Statements and Omissions Made in Connection with the Company's September 23, 2011 Press Release ...............................................19 C. False and Misleading Statements and Omissions Made in Connection with the Company's November 3, 2011 Press Release and Earnings Conference Call.........................................................................................................................24 D. Defendants' False and Misleading Certifications During the Class Period...........29 E. The Truth Is Revealed When Kodak Files for Bankruptcy ...................................31 VII. SCIENTER ........................................................................................................................32 A. Defendants' Restructuring of Kodak's Loan Agreement to Avoid Defaulting on a Debt Covenant Requiring a Minimum Cash Balance in U.S. Is Highly Probative of Scienter......................................................................34 B. Defendants' Violation of Accounting Standards, SEC Materials and SEC Regulation by Concealing the Fact that Most of Kodak's Cash Was Tied Up Overseas Is Highly Probative of Scienter ........................................................36 C. Admissions Made in Defendants' Bankruptcy Filings Are Highly Probative of Scienter..............................................................................................39 D. Confidential Witness Statements Supporting that Defendants Had Access to Facts Directly Contravening Their Public Statements When They Made Them Are Highly Probative of Scienter ................................................................45 806584_i Page 1. Confidential Witness Allegations Support that Defendants Were Informed that the Company's Core Business Was Failing Before September30, 2011 .......................................................................... 45 2. Confidential Witness Allegations Support that Kodak's Reduction of Investment in Inkjet and Hiring of Jones Day in September Was "Internally Viewed as Pulling the Life-Plug from Inklets and Scuttling Kodak into Bankruptcy" ................................................... 48 3. Confidential Witness Allegations Support that Data Throughout 2010 and 2011 Showed Ink and Inkjet Sales to Be Declining and that Kodak Was Too Large and Moved Too Slowly to Prepare for Bankruptcy in Just a Month .............................................................. 49 4. Confidential Witness Allegations Support that, in Contrast to Perez's Statements to the Contrary, the Sale of Kodak's Digital Imaging Portfolio Was Critical for Kodak to Remain Solvent......... 50 E. Defendants' Certifications Filed with the SEC Are Further Indicative of Scienter........................................................................................................ 51 F. Defendants' Violation of Kodak's Own Policies Further Evidences Scienter................................................................................................... 51 VIII. LOSS CAUSATION........................................................................................... 52 IX. NO SAFE HARBOR ........................................................................................... 54 X. CLASS ACTION ALLEGATIONS .................................................................... 54 XI. PRAYER FOR RELIEF.. 57 XII. JURY DEMAND 57 806584_i I. INTRODUCTION 1. This is a securities class action for violations of the anti-fraud provisions of the federal securities laws on behalf of all persons who purchased or otherwise acquired the publicly traded securities of Eastman Kodak Company ("Kodak" or the "Company") between July 26, 2011 and January 19, 2012, inclusive (the "Class Period") and who were damaged thereby (the "Class"). The claims asserted herein are brought against certain of Kodak's officers and/or directors: Antonio M. Perez ("Perez"), the Company's Chairman of the Board of Directors (the "Board") and Chief Executive Officer ("CEO"); and Antoinette P. McCorvey ("McCorvey"), the Company's former Chief Financial Officer ("CFO") and Senior Vice President (collectively, "Defendants"). 2. During the Class Period, Defendants engaged in multiple violations of §§ 10(b) and 20(a) of the Securities Exchange Act of 1934 ("1934 Act") (15 U.S.C. §78j(b), 78t(a)) and Rule 1 Ob-5 promulgated thereunder by the U. S. Securities and Exchange Commission ("SEC") (17 C.F.R. §240.1 Ob-5), by making materially false and misleading public statements and omissions concerning the Company's financial condition. Defendants' misrepresentations and omissions obfuscated growing problems with Kodak's ability to function as a going concern while artificially inflating the price of Kodak's publicly traded securities. As the truth was revealed throughout the latter part of 2011 and January 2012, Kodak's stock price plummeted, and the Company's shareholders suffered millions of dollars in damages. 3. Remarkably, during the Class Period and until November 3, 2011, Defendants made positive statements about Kodak's financial health while utterly failing to disclose that more than 70% of Kodak's cash was tied up overseas and unavailable to fund domestic operations. This material omission made many of Defendants' positive statements about Kodak's financial condition false and misleading. For example, in July 2011, Perez unabashedly assured investors that, "[sb far -1- 806584_i with the best data we have, we fret very comfortable with the level of cash we have and we feel very comfortable with the level we will have at the end of the year." In fact, the Company had just been forced to renegotiate its Amended and Restated Credit Agreement because Kodak had been dangerously close to violating the covenant's requirement that minimum amounts of cash be held domestically. 4. On September 26, 2011, on news that Kodak borrowed $160 million from its revolving credit facility, Defendants misleadingly assured investors that the "purpose" of the loan was simply "to bridge timing differences between cash outflows and inflows" when it was actually to stave off a liquidity crisis caused by the fact that more than 70% of the Company's cash was tied up overseas and unavailable to be repatriated - a truth altogether omitted from Defendants' September disclosures as well. 5. On September 30, 2011, when Kodak disclosed that it had hired a known bankruptcy firm, Jones Day for restructuring advice, CEO Perez countered the bad news by assuring investors Kodak had "no intention offiling for bankruptcy." In fact, Kodak had already engaged known bankruptcy advisors, Lazard Frères & Co. LLC ("Lazard"), and specifically expanded the scope of that engagement on September 12, 2011 to include a possible Chapter 11 filing. Exhibit A at ¶11; Ex. C at 1 n.4 and accompanying text and at 2-3 (J1.h).i 6. On November 3, 2011, CEO Perez stated, "[mjore than anything, the results ofthis quarter reflect our continuedprogress toward establishing digital growth businesses that willform the nucleus of anew Kodak," when Confidential Witnesses ("CW5") explain that, in reality, all of All exhibits referenced herein are to the bankruptcy proceeding, In re Eastman Kodak Co., No. 12-10202 (Bankr. S.D.N.Y.), and are attached hereto unless otherwise indicated. -2- 806584_i Kodak's main segments were declining, including the core inkjet business which missed every internal forecast in 2011. Because of the staggering declines, CEO Perez had already "pull[ed] the life-plug" on that core business by reducing its funding in September 2011. 7. Further, on November 3, 2011, Perez assured investors that Kodak's financial viability was not dependent upon an IP sale ("[kjeep in mind that our expected year end cash position does not contemplate a new financing or the sale of our IPportfolio"), when in reality, and as corroborated by Kodak's later bankruptcy pleadings and the CWs, it was widely understood throughout the Company and discussed by management at the time, that an IP sale was critical to Kodak's ability to continue to function as a going concern. 8. Also, on November 3, 2011, with respect to a potential sale of Kodak's IP portfolio, Defendants further stated, "the company is
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