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In Re: AOL Time Warner, Inc. Securities and ERISA Litigation 02

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In Re: AOL Time Warner, Inc. Securities and ERISA Litigation 02 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK 02 MDL Docket No. 1500 (SWK) ALL CASES LISTED ON IN RE AOL TIME WARNER, INC. EXHIBIT A SECURITIES & "ERISA" LITIGATION AMENDED CONSOLIDATED CLASS ACTION COMPLAINT OF LEAD PLAINTIFF MINNESOTA STATE BOARD OF INVESTMENT ON BEHALF OF PURCHASERS AND ACQUIRERS OF AMERICA ONLINE, INC . AND AOL TIME WARNER, INC. PUBLICLY TRADED SECURITIE S MEREDITH COHEN GREENFOGE L HEINS MILLS & OLSON, P .L.C. & SKIRNICK, P.C. 3550 IDS Center One Liberty Plaza, 35th Floor 80 South Eighth Street,, New York, NY 10006 Minneapolis, MN 55402 (212) 240-0020 (612) 338-460 5 (212) 240-0021 Fax (612) 338-4692 Fax Attorneys for Lead Plaintiff Minnesota Attorneys for Lead Plaintiff Minnesota State Board of Investment and Local State Board of Investment and Lead Counsel for the Class Counsel for the Clas s 40699 .1 TABLE OF CONTENTS 1. INTRODUCTION . .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ........... ...... .. .... .............. 1 II. NATURE OF THE ACTION . .. .. .. .. .. .. .. ...... .. ......... .. ........ .. .. ............1 1 III. JURISDICTION AND VENUE . ... .. ...... .. .. .. .. .. ........... .. .. .. .. .... ............1 3 IV. PARTIES .... ...... .. .. .. .. ... .. .. .. .. .. .. .. .. .. .... .. .. .. .. ........... .... .. ..................14 A. Plaintiffs .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ........... .... ....................14 1 . Lead Plaintiff . .... .. .. .... .. .. .. .. .. .... ........ .. .. .. .. .. ...................................14 2. Additional Plaintiffs. .... .. .. .. .... .. .. .... .. .. .. .. .. ........... ....................... .1 5 B . Defendants . .. .. .... .. .. ...... .. .. .. .. .. .............. .... .. .. .. ................................. .16 1 . AOL Time Warner, Inc.. .. .. .. ........ .......... .. .. .. .. .............................. .. .16 2. America Online, Inc..... .. .... .. .. .... .......... .. ...... .............................. .. .16 3 . Time Warner, Inc. ........ .... .................. .. .. .. .. .. .... .......................... .. .17 4. The Individual Defendants ....... ............ .... ...... .. ............................ .. .17 a. Stephen M. Case .............. .. ...... .... .. .... .. .... .......................... .. 1 8 b. Robert W. Pittman................... ........ .. .. .. .......................... .. 1 8 c. J. Michael Kelly. ................................ .. .. .. .. .. .................... .. .. .. 19 d. David M. Colburn.............................. .. ... .. .. .................. .. .... .. 19 e. Eric Keller ......................................... .. .. .... .. .. .................. .. .. 1 9 f. Joseph A. Ripp .. ................................ .... .. .. .................. .. .. .. .20 g. Myer B erlow........................................ .... .. ........ .... .. .. .. .. .. .20 h. Barry Schuler............................................. ...... .. .. .... .. .20 i. Steven Rinder .......................................... .. .. ...... .. .. .. .. .. .20 j. Kenneth J. Novack................................... .. .. ...... .. .. .. .. .. .. .2 1 k. Gerald M. Levin ........................................ .. .. .... .. .. .. .2 1 1. Richard D. Parsons ...................................... .. .. .. .. .. .. ..2 1 M. Wayne H. Pace ............................................ .. .. .. .. .22 5. Additional Individual Defendants ............................. ..24 a. Paul T. Cappucio ... ........ .. .. .. .. .. .. ................... .. ......24 b. Miles R. Gilburne .. ........ .. .. .. .. .. ...................... .. .. .25 c. James W. Barge . .. .. .. .. .. .. .. .. .. .... .................. .. .. ..25 d. Daniel F. Ackerson . .. .. .. .. .. .. .. .. ...... .............. .. ..25 e. Stephen F . Bollenbach. .. .. .. .. .. .. .... .............. .. .. ....26 f. Frank J. Caufield . .. .. .. .. .. .............. .. ... ..26 g. Franklin D. Raines . .. .. .. .................. .. .. .. .. .....26 i 6. Ernst & Young LLP . .. .. .. .. .. ...... .. .. .. .. ........ .. .. .. .. .. ................ .. .. .. .. .......26 7. Underwriter Defendants. .... .. ...... .. .... .. .... ...... .. .. ...... ................ .... .. .. .. .. .. ...27 a. Morgan Stanley & Co... .. .... .. .......... .......... ........................ .. .. .. .. .. .27 b. Salomon Smith Barney Inc. .. .... ...... .... .. .... ...................... .. .. .... .. .28 c. Citigroup, Inc . .... .... ...... .. .... .. d. Banc of Ame rica Securities LLC ... .. .. .. .. .. .................... .. .. .... ..30 e. J.P. Morgan Chase & Co .. .. .. .. .. .. .. .. .. .. .. .. .. .............. .. .. .. .... ...3 1 V. CLASS ALLEGATIONS . .32 VI. SUBSTANTIVE ALLEGATIONS . ... .. .. .. ...... .. .. .. .. .. .. .. .. .. .. ............ .. .. .............35 A. The Growth of AOL and Its Emphasis on Increasing Advertising Revenue .. .......35 B. The Constant and Increasing Pressure to Falsify Advertising Revenue ... .... .........41 C. The Creation of AOL Time Warner and the Additional Pressur e to Report Growing Advertising Revenue . .. .. .. .. .. .... .. .. .... .. .. .. .... ...................44 D. AOL's Pattern and History of Accounting Improprieties... .. .. .... ...................46 E. Fraudulent Transactions and Improper Accounting Used t o Artificially Inflate AOL and AOL Time Warner Advertising Revenue........... .. ...48 1 . Use of Sham Transactions and Improper Accounting Practices Regarding Round-Tripping, Back-to-Back, and Boomerang Deals ........................................................................... .. .56 2. Barter Transactions ........................................................................... .. .. .57 a. Exchange of Advertising for Goods and/or Services ...... .... .. .. ..5 8 b. Warrants or Stock (equity) Received in Barter or Partial Barter Transactions .... .... .... .. .. .. .. .. .. .............. .. .. .. ..61 c. Exchange of Advertising - "In Kind" Advertising ... .... ..62 (i) Homestore, Inc . .. .. .. .... .. .. .. .. .. ......64 (ii) Sun Microsystems, Inc. .. .. .. .. ......68 (iii) Veritas Software Corporation . .. .. .. .. .. .. .. .. ..70 (iv) Bertelsmann AG. .. .. .... .......72 (v) Gateway Inc. Roundtrip/Free Internet Service . .. ... .. ......74 (vi) WorldCom Inc . .. .. .. .. .. .... .. .... ..75 ii (vii) Qwest Communications ..... .. .. .. .. .. .. ...................... .. .. .. .77 (viii) Hughes Electronics Corporation . .. .................................78 (ix) Homestore-The 2000 House and Home Deal ...................80 (x) Gateway Inc Stock Purchase ....... .......................................82 (xi) Oxygen Media Inc. Stock Purchase .............. .. .... ...... .........84 (xii) PurchasePro.com, Inc. Advertising Swap . .. .. .. .. ...... .. .. ....... 85 (xiii) Monster.com .... .. .. .. .. .. .................... .. .. .. .. .. .. .. .87 3 . "Front Loading" or "Jackpotting" to Record Advertising Revenue ............... .. .. .. .. .. .. .. .. .. .. .... .. .. .. .. .. ..88 (i) Catalina Marketing Corporation . .. ..................................88 (ii) Telefonica SA . .. .. ............... .... .. .. .. ................. ...................89 4. Converting Legal Disputes into Advertising Revenue ... .. .. .. .. .. .. .. .. .. .9 1 (i) 24dogs.com Arbitration Award ........ .... .. .. .... .... .. ...91 (ii) Ticketmaster Legal Action ................ .. .. .92 5 . Booking Sales on a Gross Rather Than Net Basis to Inflate Advertising Revenue ............ .. .. .. .. .. .......... ...... .... .. .. ..93 eBay .. .. .. .. .. ...... .................. .. .. .. .. ..................................94 6. Counting Repricing of Equity Stock Rights as Advertisin g Revenue................ .. .. .. .. .. .. .. ........................ ......................................95 PurchasePro ............ .. .. .. .. .. .......................... .. .. .. .. .. .. .. .. ......95 7. Converting Contract Termination Fees into Advertising Revenue. .... .............................. .. .... .. .................. .. .. .. ... .. .. .97 Dr.Koop.com ...................... ..... .. .. .. .. ..... .. .. ...................... .... ..98 8. "Cross-Platform" Deals to Inflate Advertising Revenue ...........................99 (i) The Golf Channel ............... .... .. .. ....................................100 (ii) Oxygen Media-Carriage Deal .... .. .................. .... .... .. ........102 F. The Company's Admissions of Materially Overstated Advertising Revenue and Violations of the Securities Laws .................... .. .103 G. The Materially False and Misleading Statements, Omissions of Material Fact and Devices , Schemes or Artifices to Defraud Regarding Artificially Inflated Advertising Revenue .. .... .... .. ......................... 105 iii a. The Fiscal Quarter Ended December 31, 1998 . .. .. ............ .... .. .. .. .. .... 106 b. The Fiscal Quarter Ended March 31, 1999 . .. .. .................. .. ... .. .... 109 c. The Fiscal Quarter and Year Ended June 30, 1999 . .. .............. .. .. .. ... .... 11 2 d. The Fiscal Quarter Ended September 30, 1999 . .. .. ............ .. .. .. .. .... 11 5 e. The Fiscal Quarter Ended December 31, 1999 .. .. .. ............ .. ... .. .. .. .. .. 11 8 f. The Fiscal Quarter Ended March 31, 2000 . .. .. .. .. .. ............ .... .. .. .. .. .. .. 123 g. The Fiscal Quarter and Year Ended June 30, 2000 . .. ................ .. .... .. .... 128 h. The Fiscal Quarter Ended September 30, 2000 . .. .. .. .. .. .......................... 13 3
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