In Re: AMERCO, Inc. Securities Litigation 04-CV-02182-Amended
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Thomas J. Hall (NSB LAW OFFICES OF THOMAS J . HALL 2 305 South Arlington Avenue# 0675) ORIGiI'1iL Post Office Box 3948 3 Reno, Nevada 89505 Telephone : 775-348-7011 4 Facsimile : 775-348-721 1 5 Plaintiffs' Liaison Counsel U.S. DISTRICT CDU~ ` DISTRICT OF NEVAD. 6 Laurence D. King RECEIVED KAPLAN FOX & KILSHEIMER P 7 555 Montgomery Street, Suite 1501 San Francisco , California 9411 1 NOV 2 1 8 Telephone : 415-772-4700 L -~j Facsimile: 415-772-4707 CLE RK, U .J. O;z I i CT COURT 9 10 Frederic S . Fox Shelley Thompson 1 1 KAPLAN FOX & KILSHEIMER LLP 805 Third Avenue, 22nd Floor I F {'° 1 2 New York, New York 10022 P~FO Telephone : 212-687-1980 /~~ 1 3 Facsimile : 212-687-7714 3 14 Samuel H. Rudman y U S, f David Rosenfeld 15 CAULEY GELLER BOWMAN COATES & RUDMAN, LLP r C( 200 Broadhollow Road, Suite 406 ` 16 Melville, New York 11747 Telephone: 631-367-7100 17 Facsimile: 631-367-1173 18 Plaintiffs' Co-Lead Counsel 1 9 [Additional counsel on signature page] 20 21 UNITED STATES DISTRICT COURT 22 DISTRICT OF NEVADA 23 Master File No . CV-N-03-0050-ECR (VPC ) 24 IN RE AMERCO SECURITIES LITIGATIO N AMENDED CONSOLIDATED CLASS ACTION COMPLAINT FOR 2 5 VIOLATIONS OF THE FEDERAL SECURITIES LAW 26 This Document Relates To : ALL ACTIONS JURY TRIAL DEMANDED 27 28 THOMAS J . HALL ATTORNEY AND COUNSELOR AT LAW AMENDED CONSOLIDATED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SUS SOUTH ARLINGTO N AVENUE SECURITIES LAW 1 Plaintiffs, individually and on behalf of all other persons and entities similarly situated, b y 2 their undersigned counsel, make the following allegations , which are based upon the investigation 3 conducted by counsel, which included, among other things, a review of the public announcements 4 made by defendants, Securities and Exchange Commission ("SEC") filings , press releases and 5 media reports regarding AMERCO ("AMERCO" or the "Company"), review of the allegations 6 contained in the complaint captioned AMERCO v. Price Waterhouse Coopers, LLP (the "PwC 7 Action"), review of deposition transcripts and exhibits in the action entitled Republic Western 8 Insurance Company v. Richard I Turo, ff, et al, (the "Turoff Action") and interviews with witnesses . 9 1. NATURE OF THE CLAIM S 10 1 . Plaintiffs bring this class action on behalf of themselves and all persons and entities , 11 other than defendants, who purchased the securities of AMERCO between February 12, 1998 and 12 September 26, 2002 (the "Class Period") . 13 2 . AMERCO is a holding company for defendant U-Haul International , Inc . ("U- 14 Haul"), AMERCO Real Estate Company ("AREC"), defendant Republic Western Insurance 15 Company ("RepWest") and Oxford Life Insurance Company ("Oxford") . AMERCO has four 16 industry segments, represented by moving and storage operations (U-Haul), real estate (AREC or 17 "Real Estate"), property and casualty insurance (RepWest) and life insurance (Oxford) . 18 3 . As more fully described below, during the Class Period, certain of the defendant s 19 made misrepresentations and omissions concerning, inter alia : 20 (a) The financial position of AMERCO: The AMERCO Defendants (defined 21 hereafter) and defendant Price WaterhouseCoopers ("PwC") falsely described the Company's 22 operations by materially misrepresenting transactions with certain special purpose entities ("SPEs") 23 - the "SAC SPEs" - and failing to disclose to investors that the SAC SPEs were not separate 24 companies from AMERCO, but rather were controlled entities that were designed, among other 25 things to exclude hundreds of millions of dollars of associated liabilities from AMERCO's balance 26 sheet. In fact, the AMERCO Defendants have now admitted that the SAC SPEs were not separate 27 companies and have restated AMERCO's historical financial results for fiscal year 2001, 2000 an d 28 THOMAS J. HAL L ATTORNEY AND COUNSELOR AT LAW AMENDED CONSOLIDATED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL 6'S SOUTH ARLIN GTON AVENUE SECURITIES LAW 1 interim periods of fiscal 2002 to include the SAC SPEs in AMERCO's consolidated financial 2 statements. 3 (b) AMERCO' s insurance policy loss reserves and earnings : The AMERC O 4 Defendants falsely stated that the Company's loss reserves with respect to insurance policies issued 5 by the Company were adequate . In fact, defendants have now admitted that AMERCO's loss 6 reserves were materially understated and have restated AMERCO's historical financial results 7 during 2003 to reflect more than $125 million in additional insurance policy loss reserves - $56 8 million in 2002, $56 million in 2001 and $13 million in years prior to 2001 . Furthermore, in direct 9 contradiction of the Company's public statements during the Class Period, the current president of 10 AMERCO's RepWest insurance unit - defendant Amoroso, admitted in a sworn deposition that 11 RepWest had been "grossly under-reserved ." Specifically, Amoroso said that as early as 1997, the 12 AMERCO Defendants and defendant PwC knew or deliberately recklessly disregarded that 13 AMERCO had improperly recorded loss reserve adjustments that overstated the Company's 14 earnings by tens of millions of dollars. Amoroso's testimony stated in pertinent part : 15 I believe it was not the appropriate thing to do . .I think if you back that out, as it should have been done, you would have had at least one 16 of those three years, `97 through `99, probably two of them would not have been profitable. 17 18 (c) AMERCO's failure to report on its debt covenants : Defendants failed to 19 disclose that AMERCO was in a liquidity crisis and might be forced into bankruptcy . 20 (d) AMERCO 's use of other manipulative accounting practices : The 21 AMERCO Defendants falsely described the Company's accounting policies for deferring and 22 capitalizing certain general and administrative costs ("G & A Costs") . In fact, the AMERCO 23 Defendants have now admitted that AMERCO's capitalized G & A Costs were materially 24 overstated and restated AMERCO's historical financial results to reflect the expensing of more than 25 $32 million in improperly deferred G & A Costs -- $1 million in 2002 and $31million in years prior 26 to 2001 . Defendants materially overstated earnings in a variety of other ways, including (i) by at 27 least $10.8 million for improperly recorded inventory adjustments and shrinkage costs ; (ii) by at 28 least $4.8 million for improperly recorded gains on fixed asset dispositions ; (iii) by at least $4 .3 THOMAS J, HALL 2 ATTORNEY AND COUNSELOR AT LAW AMENDED CONSOLIDATED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL US SOUTH ARLINGTO N AVENUE SECURITIES LAW 1 million for failure to record leased asset expenditures ; (iv) by at least $3 .6 for the failure to record 2 property tax expenses; and (v) by at least $2.4 million for the failure to record real estate asset value 3 impairment ; and 4 (e) AMERCO' s equity investments : The AMERCO Defendants falsel y 5 described the Company's investment in a certain real estate limited partnership . In fact, defendants 6 have now admitted that losses associated with the limited partnership were materially understated 7 and restated AMERCO's historical financial statements during 2003 to reflect more than $26 8 million in additional losses that pursuant to GAAP should have been reported as follows : $10 9 million in 2002, $8 million in 2001 and $8 million in years prior to 2001 ; 10 (I) AMERCO's compliance with generally accepted accounting principles : 11 The AMERCO Defendants falsely stated that the financial statements filed with the SEC and 12 otherwise disseminated to investors had been prepared in accordance with generally accepte d 13 accounting principles ("GAAP") . 14 4. As a result of the defendants' materially false and misleading statements during the 15 Class Period, the price of AMERCO securities was artificially inflated. 16 II. JURISDICTION AND VENU E 17 5 . This Court has jurisdiction over the subject matter of this action pursuant to Sectio n 18 22(a) of the Securities Act of 1933 (the "Securities Act") (15 U.S .C . § 77v(a)) and Section 27 of the 19 Exchange Act of 1934 (the "Exchange Act") (15 U. S .C . § 78aa) as well as 28 U .S.C . §§1331, 1337 20 and 1367. 21 6. The claims asserted arise under Sections 11, 12 and 15 of the Securities Act (1 5 22 U .S .C. §§ 771(a)(2) and 77o) and Sections 10(b) and 20 (a) of the Exchange Act (15 U .S.C. §§78j(b) 23 and 78t(a)) and Rule IOb-5 promulgated thereunder (17 C .F.R. § 240.1Ob-5) . 24 7. Venue is proper in this District pursuant to Section 22(a) of the Securities Act and 27 25 of the Exchange Act (15 U.S .C . § 78aa) and Section 27 of the Exchange Act (15 U.S .C . §78aa) and 26 28 U .S.C . § 1391(b) and (c). Substantial acts in furtherance of the alleged fraud and/or its effects 27 have occurred within this District and AMERCO maintains a principal office in Reno, Nevada . 28 THOMAS J. HAL L 3 ATTORNEY AND COUNSELOR AT LAW AMENDED CONSOLIDATED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL D5 SOUTH ARLINGTO N AVENUE SECURITIES LAW 1 8. In connection with the facts and omissions alleged in this Complaint, defendants , 2 directly or indirectly, used the means and instrumentalities of interstate commerce, including, bu t 3 not limited to, the mails, interstate telephone communications, and the facilities of the nationa l 4 securities markets. 5 III. THE PARTIES 6 9 . Plaintiff Robert Speckert ("Speckert") purchased the securities of AMERCO at 7 artificially inflated prices during the Class Period and has been damaged thereby.