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Anthony Caiafa, Et Al. V. Sea Containers, Ltd., Et Al. 06-CV-02565

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Anthony Caiafa, Et Al. V. Sea Containers, Ltd., Et Al. 06-CV-02565 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK -----------------------------------------------------------------------x ANTHONY CAIAFA, on behalf of himself and all Others similarly situated, et al ., 06 Civ. 2565 (RMB) Plaintiffs, 06 Civ . 2670 (RMB) 06 Civ. 2744 (RMB) -against- 06 Civ. 2776 (RMB) 06 Civ . 2909 (RMB) SEA CONTAINERS LTD., JAMES B. SHERWOOD, 06 Civ. 3099 (RMB) DANIEL J . O' SULLIVAN and IAN C . DURANT, et al., 06 Cis. 3563 (RMB) Defendants. CONSOLIDATED AMENDED COMPLAIN T Lead Plaintiff and the other plaintiffs named herein (collectively, "Plaintiffs"), individuall y and on behalf of all other persons similarly situated, bytheir undersigned attorneys, based upon, inter alia, the investigation of counsel, which includes, among other things, a review of publi c announcements made by defendants, Securities and Exchange Commission ("SEC") filings mad e by defendants, press releases, media reports, and confidential communications with certain forme r SCL employees and discussions with experts, except as to the paragraphs applicable to Plaintiffs which are alleged upon personal knowledge, allege on information and belief as follows : SUMMARY OF ALLEGATION S I . This class action is brought on behalf ofall persons who purchased the securities o f Sea Containers Ltd. ("Sea Containers," "SCL" or "the Compan y") during the period from February 23, 2004 to March 24, 2006 (the "Class Period") . During the Class Period, the defendants represented to the public that Sea Containers' reported financial results and statements presented fairly, in all materi al respects, the financial position of the Company, and that Sea Containers took all appropriate and timely impairment charges and non-cash pretax charges . Unbeknownst t o Plaintiffs and the Class, the true facts were as follows : (a) Sea Containers was hemorrhaging cash in every division, its capital structur e was unsustainable and it was facing the real possibility of being in violation of loan covenants an d note covenants ; (b) Sea Containers' reported financial results were inaccurate and could not b e relied upon; (c) Sea Containers had materially overstated the value of (and failed to write down the value of) the value of its investment in the common stock of Orient-Express Hotels Ltd . ; (d) The value of Sea Containers' ferry and container assets was materiall y impaired throughout the Class Period and such material impairments should have been recognized and recorded in much greater amounts during the Class Period ; (e) Sea Containers had an inadequate financial statement closing process whic h could not prevent or detect material misstatements within a timely period in the normal course of th e financial closing process resulting in material impairments not being recorded, errors in accountin g for the sales of OEH stock, and under reserving for restructuring; and (f) Sea Containers' financial statements were materially overstated in order t o successfully complete four common stock and debt offerings during the Class Period, the proceed s from which were needed to pay down the large debt service which payments could not be made fro m operating cash flow . 2 . Sea Containers' shares traded at prices as high as approximately $21 per share durin g the Class Period based on defendants' false statements concerning its financial results . When Sea 2 Containers shocked Wall Street by revealing that it would have to take a mammoth writedown o f its assets in a sum that it estimated as $500 million, that it would miss the deadline for filings its 2005 annual report, and that its publicly reported financial results for the first three quarters of 200 5 should not be relied upon and will have to be restated, the Company's stock plummeted from a clos e of $12 .06 per share on March 23, 2006 to as low as $7 .34 on March 24, 2006 before closing at $7 .45 a drop of 38% in a single day! The Company has still not filed with the SEC its Form 10-K for 2005 nor issued restated financials for any earlier periods of time. In fact, during an August 17, 2006 web cast, Robert MacKenzie, the current Chief Executive of SCL recognized that he has spent " a lot of time on the 3151 of December balance sheet . and where the difficulty arises is certifying th e previous years . I have a responsibility to go back and certify the previous four years . We are in default under the majority, if not all of our secured credit facility and senior notes" Based o n S CL's precarious financial position, SCL's stock price closed on October 2, 2006 at $1 .04 per share and SCL's securities have been suspended from trading on the NYSE. JURISDICTION AND VEN ]kE 3 . This Court has jurisdiction over the subject matter of this action pursuant to th e Securities Exchange Act of 1934 (the "Exchange Act") (15 U .S.C. § 78aa), and 28 U .S.C. § 1331 . 4. Plaintiffs bring this action pursuant to Sections 10(b) and 20(a) of the Exchange Ac t as amended (15 U.S .C. § 78j(b) and 78t(a)) and Rule IOb-5 promulgated thereunder (17 C.F.R. § 240.10b-5). Venue is proper in this District because defendants conduct business in this District , the Company's shares were listed on the New York Stock Exchange in this District at all relevan t times, and certain of the wrongful acts alleged herein took place or originated in this District . 3 5 . In connection with the acts alleged in this Complaint, defendants, directly o r indirectly, used the means and instrumentalities of interstate commerce, including, but not limite d to, the mails, interstate telephone communications and the facilities of the national securitie s markets. 6. In connection with the acts, conduct and other wrongs alleged in this Complaint , defendants, directly or indirectly, used the means and instrumentalities of interstate commerce , including but not limited to, the United States mails, interstate telephone communications and th e facilities of the national securities exchanges . PARTIE S 7. Lead Plaintiff Beverlie Wissner, as set forth in the certification annexed hereto as Exhibit 1, purchased Sea Containers stock at artificially inflated prices during the Class Period pursuant to and traceable to the Prospectus as hereinafter defined and have been damaged thereby . 8 . Plaintiffs Rita and Mark Winczewski purchased Sea Containers 7.875% Notes due in 2008 as set forth in the certifications annexed hereto as Exhibit 2, and were damaged thereby . 9. Plaintiffs Helane Sue Tartikoff and Dave Tartikoff Services, Inc . Pension Plan purchased Sea Containers 10 .5% Notes due in 2012, 12 .5% Noted due in 2009 and 7.875% Notes due in 2008 in the open market, as set forth in the attached certifications annexed hereto as Exhibi t 3, and were damaged thereby. 10. Plaintiff Scott Scheurer purchased Sea Containers 10.5% Notes due in 2012 and 7 .875% Notes due in 2008 in the open market , as set forth in the attached certification annexe d hereto as Exhibit 4, and were damaged thereby . 4 11 . (a) Defendant Sea Containers is a Bermuda corporation with its principal plac e of business at 22 Victoria Street, Hamilton, Bermuda . Sea Containers operates four business segments : Ferry, Rail, Containers, and Leisure . During the Class Period, the Ferry segmen t provided passenger and freight ferry services in the northern Baltic Sea between Finland, Sweden, Estonia, Germany and Russia ; in the English Channel between England and France ; and in the northern Irish Sea between Scotland and Northern Ireland. It also owned a commuter ferry servic e operating in New York harbor, and a 50% interest in a ferry service in the Adriatic Sea . The rai l segment offers passenger rail transport services through Great North Eastern Railway (GNER) i n Great Britain between London and Scotland . The containers segment's operations are principall y conducted through GESeaCo, a joint venture with General Electric Capital Corporation("G E Capital") on effectively a 50%/50% basis . GE SeaCo was formed to combine the separate marine container leasing activities of SCL and GE Capital and thereby to save costs and to acquire ne w equipment jointly. SCL and GE Capital have each appointed four persons to the governing board o f GE SeaCo, and SCL personnel serve as some of GE SeaCo's officers including President and Chief Financial Officer. SCL also had a separately managed container fleet . It offers services to liner shi p operators, road and rail operators, forwarders, and exporters . The leisure segment engages in th e ownership or part ownership and management of hotels, restaurants, tourist trains, and river cruis e ships through Orient-Express Hotels, Ltd . ("OEH") (b) Until August 2000, Sea Containers was the owner of OEH . In August 2000 , Sea Containers sold 5 million shares of OEH in a initial public offering, reducing its ownership o f OEH to about 65% of OEH Class A common shares. Subsequently in December 2002, Sea Containers sold 2 .75 million Class A common shares of OEH to the public reducing Sea Containers ' 5 equity interest in OEH to less than 50% . In March 2005, SCL sold 4 .5 million Class A common shares of OEH to the public reducing SCL's equity interest in OEH to 25% . In November 2005, SCL sold 9 .9 million Class A common shares of OEH eliminating SCL's equity interest in OEH . (c) As of October 31, 2005, Sea Containers had 26,145,162 Class A commo n shares and 14,321,195 Class B common shares of common stock outstanding . Sea Containers ' shares trade on the New York Exchange under the ticker symbol "SCR ." As of May 31, 2006, Sea Containers had the following Notes outstanding: (1) 10 3/4% Senior Notes due 2006, p rincipal amount at maturity o f $115,000,000 .
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