In Re: Sara Lee Corporation Securities Litigation 03-CV-3202
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, n IN THE UNITED STATES DISTRIC - OUR1 FOR THE NORTHERN DISTRICT OF I". OI '. IN RE SARA LEE CORPORATION ) MASTER FILE NO.' 0`3 CV 3202 SECURITIES LITIGATION ) JURY TRIAL DEMANDED FILED NOTICE OF FLING 64 U %;a ~ JAN 2 0 200 4 JAN 2 6 2004 TO: SEE ATTACHED SERVICE LIST JUDGE CHARLES R. NORGL.E U.S. district court Judge PLEASE TAKE NOTICE that on January 20, 2004 we filed Lead Plaintiffs', Boca Raton General Employees Retirement Fund and the Central Laborers' Pension Fund, Consolidated Amended Class Action Complaint with the Clerk of the United States District Court for the Northern District of Illinois, Eastern Division. A copy of this document accompanies this Notice . Dated: January 20, 2004 Respectfully submitted, V MUCH SHELIST FREED DENENBERG AMENT& RUBENSTEIN, P.C. Carol V. Gilden Louis A. Kessler 191 North Wacker Dr., Suite 1800 Chicago, Illinois 60606 312-521-2000 Telephone 312-521-2100 Facsimil e Member of Plaintiffs' Counsel' s Executive Committee MAGER WHITE & GOLDSTEIN, LLP Jayne Arnold Goldstein Abraham Rappaport 2825 University Drive Suite 350 Coral Springs, Florida 33065 954-341-0844 Telephone 954-341-0855 Facsimil e Chair of Plaintiffs' Counsel's Executive Committee MILBERG WEISS BERSHAD HYNES & LERACH,LLP Lee Weiss Jeffery Spinazzol a One Pennsylvania Plaza New York, New York 10119-0165 Telephone : (212) 594-5300 Facsimile: (212) 868-1229 Member of Plaintiffs' Counsel's Executive Committee CERTIFICATE OF SERVIC E I, Louis A. Kessler, hereby certify that on January 20, 2004, I caused true and correc t copies of the Lead Plaintiffs', Boca Raton General Employees Retirement Fund and the Central Laborers' Pension Fund, Consolidated Amended Class Action Complaint to be served on th e parties listed on the attached service list in the manner indicated. Louis A. Kessler SERVICE LIST VIA HAND DELIVERY Howard S. Suskin JENNER & BLOCK One IBM Plaza Chicago, IL 6061 1 Counsel for Defendant Sara Lee VIA FEDERAL EXPRESS Jayne Arnold Goldstein Abraham Rappaport MAGER WHITE & GOLDSTEIN, LLP 2825 University Drive Suite 350 Coral Springs, Florida 33065 Lee A. Weiss MILBERG WEISS BERSHAD HYNES & LERACH, LLP One Pennsylvania Plaza New York, NY 10119-0165 Counsel for Plaintiff Sitorsky VIA FIRST CLASS MAIL Marvin A. Miller Jennifer Winter Sprengel Christopher B . Sanchez MILLER FAUCHER & CAFFERTY, LLP 30 North LaSalle Street, Suite 3200 Chicago, IL 60602 Counsel for Plaintiffs Sitorsky and Gallo Patrick V. Dahlstrom Leigh R. Randleman POMERANTZ HAUDEK BLOCK GROSSMAN & GROSS, LLP One North LaSalle Street, Suite 2225 Chicago, IL 60602 Counsel for Plaintiff Anderson Kenneth A . Wexler Elizabeth Fegan Hartweg THE WEXLER FIRM One North LaSalle Street, Suite 2000 Chicago, IL 60602 Counsel for Plaintiff Katz Peter D. Bull Josh Lifshitz BULL & LIFSHITZ, LLP 18 East 41st Street New York, NY 10017 Counsel for Plaintiff Sitorsky Mel E. Lifshitz Gregory M. Egleston BERNSEIN LIEBHARD & LIFSHITZ, LLP 10 East 40th Street 22nd Floor New York, NY 10016 Counsel for Plaintiff Pankratz Samuel H. Rudman Russell J. Gunyan CAUELY GELLER BOWMAN COATES & RUDMAN, LLP 200 Broadhollow Road , Suite 406 Melville, NY 11747 Counsel for Plaintiff Gallo Marc A. Topaz SCHIFFRIN & BARROWAY, LLP 3 Bala Plaza East, Suite 40 0 Bala Cynwyd, PA 19004 Counsel for Plaintiff Gallo Guri Aderni Shpetim Adem i ADEMI & O'REILLY, LLP 3620 East Layton Avenue Cudahy, WI 53110 Counsel for Plaintiff Gallo Lionel Z. Glancy Michael Goldberg GLANCY & BINKOW, LLP 1801 Avenue of the Stars , Suite 311 Los Angeles, CA 90067 Counsel for Plaintiff Anderson Robert 1. Harwood Jeffrey M. Norton WECHSLER HARWOOD, LLP 488 Madison Avenue, 8a' Floor New York, NY 10022 Counsel for Plaintiff Levi e Charles J. Piven LAW OFFICE OF CHARLES J . PIVEN, P.A. 401 East Pratt Street, Suite 252 5 Baltimore, MD 21202 Counsel for Plaintiff Levi e Mark Gardy ABBEY GARDY, LLP 212 East 39th Street New York, NY 10016 Counsel for Plaintiff Kat z Nadeem Faruqi FARUQI & FARUQI, LLP 320 East 39th Street New York, NY 10016 Counsel for Plaintiff Katz PILE IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS 'a" 2 0 2004 EASTERN DIVISION `BUDGE C1-~gR. LES U.S Districtrt~ ORCLE udge IN RE SARA LEE CORPORATION } Master File No . 03 CV 3202 SECURITIES LITIGATION Hon . Charles R. Norgle EE } JURY TRIAL DEMANDED TEO JAN 2 6 2004 CONSOLIDATED AMENDED CLASS ACTION COMPLAINT FO R VIOLATIONS OF FEDERAL SECURITIES LAWS Lead Plaintiffs, the Boca Raton General Employees Retirement Fund and the Central Laborers' Pension Fund (collectively, "Plaintiffs"), by their undersigned attorneys, on behalf of themselves and on behalf of all other persons similarly situated allege, upon personal knowledge as to themselves and their own acts, and upon information and belief as to all other matters, based upon, inter alia, the investigation conducted by and through their attorneys, which investigation included an extensive review of press releases and other public statements made by defendant Sara Lee Corporation ("Sara Lee" or the "Company") and its officers and agents; filings by Sara Lee with the United .States Securities and Exchange Commission ("SEC"); reports by securities analysts about Sara Lee ; publicly available articles and information abou t Sara Lee and its management in the financial and general press and on the internet; extensive review and analysis of Sara Lee's public financial statements in consultations with forer~sR accountants ; C~l and interviews of former Sara Lee employees with knowledge of the C!*~pany's Ractivities during the Class Period (as defined below ). Plaintiffs believe that addi t. al fact Sd ~ . evidence available only from internal Sara Lee documents and the testimony o Irv -officers, employees and agents will further support the claims alleged herein. 4> } NATURE OF THE ACTION 1 . This is a federal securities fraud class action brought on behalf of purchasers o f Sara Lee common stock (the "Class") between August 1, 2002 and April 24, 2003, inclusive (the "Class Period"), arising from defendants' violations of the antifraud provisions of the Securitie s Exchange Act of 1934 (the "Exchange Act"), and SEC Rules and Regulations promulgate d thereunder. 2. During the Class Period, Sara Lee and its top managers , defendants C. Steven McMillan (Chairman of the Board of Directors, President and Chief Executive Officer) and Lambertus M. de Kool (Executive Vice President and Chief Financial Officer)' engaged in a fraudulent scheme to mislead the investing public into believing that the Company's "Reshaping" program was being successfully implemented and had improved, and was continuing to improve, Sara Lee's overall business and financial condition . The Reshaping program was an ambitious business strategy designed to streamline Sara Lee's organization an d focus the Company on its most profitable businesses . Defendant McMillan was principally responsible for conceiving and implementing the Reshaping program prior to his elevation to CEO in 2000. During the Class Period, defendants McMillan and de Kool had ultimate responsibility for and actively managed the Reshaping program. 3. The Reshaping program, however, was plagued with grave problems that were well known not only to Sara Lee's top management, but to Company employees at all levels . These problems included attempts to integrate businesses that could not be combined efficiently, failure to integrate other acquisitions, poor planning in attempts to streamline divisions, an d hasty, overpriced acquisitions completed without the requisite due diligence necessary t o I Defendants Sara Lee, McMillan and de Kool are referred to collectively as "Defendants," while defendants McMillan and de Kool are referred to collectively as the "Individual Defendants." 2 properly evaluate the acquired companies and their ability to-achieve and/or further the state d goals of the Reshaping program . These undisclosed problems had a material negative financia l impact on Sara Lee's business throughout the Class Period and extended into, among other areas , the Company's manufacturing operations, delivery systems, accounting controls, billing systems, cost controls, marketing and sales operations . 4. A major component of the Reshaping program involved selling off or closin g certain operations and businesses and acquiring others . The largest of these transactions was the acquisition of The Earthgrains Company ("Earthgrains") - then the second largest bakery company in the United States - in July 2001, which proved to be a recklessly conceived and implemented project spearheaded by defendant McMillan . The Earthgrains acquisition, which Investors Business Journal Daily described the same day it was announced as being part of McMillan's efforts "to boost sales of a handful of more profitable food, underwear and househol d goods to revive Sara Lee's stock, which has fallen 40 percent from a high of $31 .81 in April 1998," was completed hastily and with virtually no meaningful due diligence, resulting in th e Company recklessly investing over $2. 8 billion in an enterprise that Defendants claimed would "yield significant competitive advantages, high returns and superior growth ." In fact, by the time the Class Period had begun, Sara Lee's poor management of the Earthgrains brand ha d eliminated such competitive advantages. Moreover, Sara Lee's lack of due diligence caused the Company to fail to account for conspicuous costs in operating Earthgrains that precluded hig h returns or superior growth . 5. By failing to conduct meaningful due diligence, the Company grossly overpaid t o acquire Earthgrains . By the time the Class Period began, the continuing costs of the Defendants ' reckless stewardship of the Earthgrains acquisition and business were apparent to any Compan y 3 insider. Further, in acquiring Earthgrains, the Company also acquired a major environmenta l liability, the costs and consequences of which Defendants failed to adequately disclose to th e investing public . 6. The fraudulent scheme and course of deceptive conduct alleged in this Complaint was intended to, and did throughout the Class Period, cover up the failure of the Reshapin g program, including the Earthgrains acquisition, and the true business and financial condition o f Sara Lee.