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In Re: Fleetboston Financial Corporation Securities Litigation 02-CV

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In Re: Fleetboston Financial Corporation Securities Litigation 02-CV Case 2:02-cv-04561-GEB-MCA Document 28 Filed 04/23/2004 Page 1 of 36 NOT FOR PUBLICATION UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY Civ. No. 02-4561 (WGB) IN RE FLEETBOSTON FINANCIAL CORPORATION SECURITIES LITIGATION O P I N I O N APPEARANCES: Gary S. Graifman, Esq. Benjamin Benson, Esq. KANTROWITZ, GOLDHAMER & GRAIFMAN 210 Summit Avenue Montvale, New Jersey 07645 Liaison Counsel for Plaintiffs Samuel H. Rudman, Esq. CAULEY GELLER BOWMAN & COATES, LLP 200 Broadhollow Road, Suite 406 Melville, NY 11747 Co-Lead Counsel for Plaintiffs Joseph H. Weiss, Esq. WEISS & YOURMAN 551 Fifth Avenue, Suite 1600 New York, New York 10176 Co-Lead Counsel for Plaintiffs Jules Brody, Esq. Howard T. Longman, Esq. STULL, STULL & BRODY 6 East 45 th Street New York, New York 10017 Co-Lead Counsel for Plaintiffs 1 Case 2:02-cv-04561-GEB-MCA Document 28 Filed 04/23/2004 Page 2 of 36 David M. Meisels, Esq. HERRICK, FEINSTEIN LLP 2 Penn Plaza Newark, NJ 07105-2245 Mitchell Lowenthal, Esq. Jeffrey Rosenthal, Esq. CLEARY, GOTTLIEB, STEEN & HAMILTON One Liberty Plaza New York, NY 10006 Attorneys for Defendants BASSLER, DISTRICT JUDGE: This is a putative securities class action brought on behalf of all persons or entities except Defendants, who exchanged shares of Summit Bancorp (“Summit”) common stock for shares of FleetBoston Financial Corporation (“FBF”) common stock in connection with the merger between FBF and Summit. Defendants FBF and the individual Defendants 1 (collectively “Defendants”) move to dismiss Plaintiffs’ Consolidated Amended Complaint (“the Amended Complaint”) pursuant to Federal Rule of Civil Procedure Rule 12(b)(6). Plaintiffs cross move to strike exhibits submitted in support of Defendants’ motion to dismiss, and all references thereto. 1 The individual Defendants are: Terrence Murray, Charles K. Gifford, Robert J. Higgins, Henrique C. Meirelles, Eugene M. McQuade, Ernest L. Puschaver, William C. Mutterperl, Joel B. Alvord, William Barnet III, Daniel Burnham Jr., John T. Collins, William F. Connell, Gary L. Countryman, Alice F. Emerson, James F. Hardymon, Marian L. Heard, Robert M. Kavner, Thomas J. May, Donald F. McHenry, Michael B. Picotte, Thomas R. Piper, Thomas C. Quick, Francene S. Rodgers, Thomas M. Ryan, and Paul R. Tregurtha (collectively the “Individual Defendants”). 2 Case 2:02-cv-04561-GEB-MCA Document 28 Filed 04/23/2004 Page 3 of 36 Defendants’ motion to dismiss is denied in part and granted in part. Defendants’ motion is granted only with respect to the claims against Robertson Stephens (and any claims against the Individual Defendants relating thereto) set forth in the Amended Complaint. Plaintiffs’ cross motion is dismissed as moot. I. FACTUAL BACKGROUND AND PROCEDURAL HISTORY A. The FBF-Summit Merger On October 1, 1999, FBF merged with BankBoston Corporation (“BankBoston”). (Amended Compl., at ¶ 32.) Through that merger, FBF acquired its principal Argentine assets; according to FBF’s Summary Annual Report for 1999, following that merger, FBF had 139 branches in Argentina and was the top fund manager in Argentina. (Id. at ¶ 32-33.) One year later, in October 2000, FBF and Summit Bancorp (“Summit”) announced a stock-for-stock merger in which Summit shareholders would receive 1.02 shares of FBF stock for each of their Summit shares. (Id. at ¶ 34.) In connection with that merger, FBF and Summit jointly filed a Merger Proxy/Prospectus with the Securities and Exchange Commission (“SEC”) and FBF filed a Merger Registration Statement and Prospectus (“Merger Registration Statement”) on January 25, 2001, which was later amended and supplemented on March 1, 2001, the actual closing date of the merger. (Id. at ¶¶ 2, 35.) 3 Case 2:02-cv-04561-GEB-MCA Document 28 Filed 04/23/2004 Page 4 of 36 FBF’s Merger Registration Statement incorporated by reference a number of FBF’s SEC filings prior to the date of the merger, such as its 1999 Form 10-K and its Form 10-Q reports for the first, second, and third quarters of 2000. (Id. at ¶¶ 51, 66, 75, 83.) B. FBF’s Argentine Portfolio and History In 1992, the Argentine government unveiled a new currency, the Peso, to trade on a one-for-one ratio with the U.S. dollar. (Id. at ¶ 39.) Under the new system, every Peso in circulation in Argentina was backed by one U.S. dollar in Argentina’s central bank. (Id.) For most of the 1990s, convertibility2 was a success for the Argentine economy and the country experienced low levels of inflation. (Id.) Problems with convertibility began to surface in 1998, as the East Asian and Russian financial crises spread to Brazil, Argentina’s largest trading partner. (Id. at ¶ 40.) As a result, by the third quarter of 1998, Argentina’s economy slipped into a recession. (Id.) As the recession worsened, downward pressure on the value of the Peso increased and the relationship between the Peso and the U.S. dollar became increasingly unnatural and artificial. (Id.) 2 By linking the Peso to the U.S. dollar, Argentina’s government hoped to prevent inflation by limiting the ability of the government to print additional pesos. The Peso and the U.S. dollar were used interchangeably. (Amended Compl., at ¶ 39.) 4 Case 2:02-cv-04561-GEB-MCA Document 28 Filed 04/23/2004 Page 5 of 36 News reports at that time reflected the continued steep decline in Argentine economy. For example, on March 12, 1999, The Financial Times London reported that “recession in Brazil and Argentina [was] expected to lead to a contraction in the continents’ gross domestic product for the first time since 1990. .” and that Argentina’ economy was expected to decline by 1.1% in 1999. (Id. at ¶ 41.) On May 10, 1999, The Wall Street Journal announced a slump in demand for Argentine trade for February 1999, including a 25% decline in imports and a 26% decline in exports. (Id.) The article also reported that Deutsche Bank forecasted a 2% contraction in Argentina’s economy for 1999 and warned of the prospect of deflation. (Id.) In February 2000, the International Monetary Fund (the “IMF”) completed a report on the economic policies of the Argentine government noting that “open unemployment remained high [during 1999]” and in general, that the economy was in a deepening recession. (Id. at ¶ 42.) Similarly, on September 26, 2000, Moody’s Investor Services (“Moody’s”) released their annual report on Argentina’s banking system, which noted the weakened condition of Argentine banks stating, in part, as follows: Moody’s stable to negative outlooks for the bank financial strength ratings (which include external supports) of the Argentine banks reflect their generally poor earnings and asset quality, as well as the relatively volatile environment in which they operate. Loan growth is weak, asset quality is deteriorating and system profitability 5 Case 2:02-cv-04561-GEB-MCA Document 28 Filed 04/23/2004 Page 6 of 36 continues to be eroded by the high credit, financial and operating costs of doing business in Argentina. (Id. at ¶ 43.) On October 6, 2000, Moody’s downgraded the assets of FBF’s branches from “B1 to B2.” 3 According to Moody’s rating methodology, issues that are rated “B” offer poor financial security and “[a]ssurance of payment of obligation over any long period of time is small.” (Id. at ¶ 44.) On November 21, 2000, Moody’s reduced its outlook for long-term foreign currency ratings of Argentine banks to “negative” from “stable” as well as changing the ratings outlook for the Republic of Argentina’s B1 foreign currency country ceiling for bonds and notes, and for the B2 foreign currency country ceiling for bank deposits. (Id. at ¶ 46.) The outlook on domestic currency denominated securities issued by Argentina was also changed to “negative.” (Id.) On December 7, 2000, the IMF announced that it was providing an Argentine bailout of up to $25 billion and subsequently, on December 18, 2000, it was announced that Argentina had reached an agreement with the IMF for $39.7 billion in aid. (Id. at ¶ 47.) On December 20, 2001, President Fernandado de la Rua resigned. Next, the Argentine government passed a constitutional amendment de-linking its Peso from the U.S. dollar, and convertibility was broken in early January 2002. During this 3 Defendants contend that there was no such downgrade as the October 6 th report was published on October 6 of 1999. (See Reply Declaration of David M. Meisels, Ex. A.) 6 Case 2:02-cv-04561-GEB-MCA Document 28 Filed 04/23/2004 Page 7 of 36 time period, Argentina set limits on the amount of money that could be withdrawn from banks or sent abroad, declared a 30-day state of emergency, elected five different presidents in less than two weeks, and defaulted on part of its $141 billion in public sector debt. In addition, the head of Argentina’s Central Bank resigned on January 17, 2002, and two weeks later, the Supreme Court of Argentina declared the emergency financial controls unconstitutional. (See Declaration of Jeffrey A. Rosenthal (“Rosenthal Decl.”), Ex. S at 21-32.) 4 C. The Amended Complaint The first of the presently consolidated actions was filed on September 19, 2002. After two other similar complaints were filed and the three actions were consolidated, Plaintiffs’ Consolidated Amended Complaint was filed on April 22, 2003. Therein, Plaintiffs allege that by the time of the issuance of the Merger Registration Statement, the deepening Argentine recession made it “foreseeable” that convertibility would have to 4 The content of news articles may be judicially noticed for their truth when that content is well known or not reasonably disputable. See Weinstein’s Federal Evidence, §201.11[2] (“Facts reported in a newspaper are often accepted as generally known”); see also id.
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