case 6:00-cv-03369-gaf document 38-1 filed 03/30/2001...
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Case 6:00-cv-03369-GAF Document 38-1 Filed 03/30/2001 Page 1 of 61 q
UNITED STATES DISTRICT COURTFOR THE WESTERN DISTRICT OF MISSOURI
SOUTHERN DIVISION
IN RE DT INDUSTRIES, INC. Civil Action No. 00-CV-3369SECURITIES LITIGATION
JURY TRIAL DEMANDED
CONSOLIDATED AMENDED CLASS ACTION COMPLAINT
Plaintiffs, individually and on behalf of all other persons similarly situated, by their
undersigned attorneys, 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, as detailed in
paragraph 14 below, made by and through their attorneys, the following:
I.NATURE OF THE ACTION
1. Plaintiffs bring this action as a class action on behalf of all persons who purchased the
common stock of DT Industries (“DT” or the “Company”) on the open market during the period
September 29, 1997 through and including August 23, 2000 (the “Class Period”), to recover damages
caused by the Defendants’ violations of the federal securities laws.
2. During the Class Period, Defendants engaged in a common course of conduct that
operated as a fraud on the integrity of the market for DT common stock by intentionally and/or
recklessly issuing quarterly and yearly financial statements which materially overstated the Company’s
assets and revenue and caused its reported earnings to be artificially inflated. The Company’s
fraudulent accounting practices, particularly with respect to inventory and revenue recognition,
violated Generally Accepted Accounting Principles (“GAAP”), as well as the Company’s own stated
accounting policies.
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3. In the last several years, it has become commonplace that companies whose securities
are publicly traded are overly rewarded and unduly penalized for making or missing Wall Street's
earnings expectations. The tremendous pressure on companies to meet Wall Street expectations has
created an environment where "earnings management" has become a frequent means to achieve that
goal.
4. Throughout the Class Period, Defendants caused the Company to report stellar
earnings that appeared to consistently meet or exceed Wall Street’s consensus estimates.
Unbeknownst to the investing public, however, the Company was only able to meet Wall Street’s
expectations by materially overstating inventory at two of its wholly-owned subsidiaries Kalish, Inc.
(“Kalish”) and Sencorp Systems, Inc. (“Sencorp”) and by prematurely or improperly recognizing
revenue at Sencorp. These actions had the effect of artificially inflating the Company’s income and
earnings per share throughout the Class Period.
5. Through the inventory and revenue manipulations described herein, Defendants were
able to sufficiently “manage” the Company’s earnings, albeit through larger and larger fabrications
as the Class Period wore on. In this regard, Defendants were able to consistently satisfy Wall Street
expectations before the Company’s independent auditors, PricewaterhouseCoopers (“PWC”), pulled
the plug on the scheme.
6. On August 23, 2000, DT shocked the market by revealing that PWC had requested
additional time in order to continue its investigation into an overstatement of certain asset accounts
at one of its subsidiaries and the impact of the discrepancies on DT’s financial results. The Company
further announced that the “discrepancies” could materially impact DT’s previously reported earnings
for fiscal years ended 1997, 1998 and 1999, and for each of the fiscal quarters during those years as
well as the first three quarters of fiscal year 2000.
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7. As a result, the Company announced that (i) its previously-reported fiscal 1997, 1998
and 1999 financial statements should not be relied upon; (ii) the senior financial officer of Kalish, had
been placed on administrative leave; and (iii) Defendant Bruce P. Erdel, the Senior Vice President of
Finance and Administration of DT had resigned.
8. On August, 23, 2000, NASDAQ immediately halted trading of DT until the Company
provided NASDAQ with additional information. At the time of the suspension, DT stock last traded
at $9.875 per share.
9. Ultimately, the Company admitted the falsity of its previously issued financials by
restating its financial results for almost a full four year period. As reflected in this restatement, the
Company had materially overstated certain of its assets, including most significantly, inventory, as
well as materially overstating its net income and earnings per share throughout the Class Period.
10. DT issued restated financial results for fiscal years ended 1997, 1998 and 1999, and
the first, second and third quarters of fiscal year 2000. It is apparent that what started out as a
simple, but nonetheless fraudulent, “massaging” of results, turned into a massive fraud as evidenced
by the increasing size of the restatement over the Class Period. In this regard, Defendants overstated
earnings per share by 6.3% in fiscal 1997, 12.5% in fiscal 1998, 200% in fiscal 1999 and by 159.4%
for the first nine months of 2000.
11. Rather than meeting or exceeding analyst expectations throughout the Class Period,
and thus, appearing to be a consistent performer, without the violations of GAAP and the Company’s
publicly stated accounting policies, DT would have missed Wall Street’s expectations by a
material amount in almost every reporting period during the Class Period.
12. Upon the resumption of trading three months later on November 22, 2000, DT’s
common stock opened at $3.50 per share, a $6.37 per share difference from the Company’s common
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stock price when its trading was halted, representing a drop of almost 65%. The Company’s common
stock price has remained below $4.00 per share since November 2000.
13. Plaintiffs and the other members of the Class have suffered tremendous damages as
a result of defendants’ conduct.
II.PLAINTIFFS’ INVESTIGATION
14. The allegations set forth herein are based on a thorough investigation conducted by
and through Plaintiffs’ attorneys of all reasonable available sources of information, including, without
limitation, the following:
a. DT’s filings with the Securities and Exchange Committee (“SEC”), including,
but not limited to, the Company’s Annual Reports on Form 10-K for fiscal years 1997, 1998, 1999;
the Company’s Quarterly Reports on Form 10-Q filed during 1997, 1998, 1999; and the first, second
and third quarters of 2000, and any amendments thereto;
b. Press releases and other publicly disseminated statements made by the Company
and/or the Individual Defendants;
c. Reports, articles, and discussions concerning the Company and the subject matter
of this Complaint contained in the print and electronic media and computer data bases;
d. Reports of securities analysts and investors’ advisory services concerning DT and
its subsidiaries and divisions; and
e. Information provided during interviews and consultations with numerous
confidential witnesses, including former employees of DT, Sencorp and/or Kalish, who are
knowledgeable about the Company’s business practices and reporting structure, and about the
industry and markets in which the Company operated during the Class Period.
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15. Except as alleged in this Complaint, the underlying information relating to Defendants’
misconduct and the exact particulars thereof, are not available to Plaintiffs and the public as they lie
exclusively within the possession and control of Defendants and insiders of DT, Sencorp and Kalish,
thereby preventing Plaintiffs from further detailing Defendants’ misconduct at this time.
III.JURISDICTION AND VENUE
16. The claims alleged herein arise under Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934 (the “Exchange Act”), 15 U.S.C. §§ 78j(b) and 78t(a), and Rule 10b-5, 17
C.F.R. § 240.10b-5 promulgated thereunder by the SEC.
17. This Court has jurisdiction over the subject matter of this action pursuant to Section
27 of the Exchange Act, 15 U.S.C. § 78aa and 28 U.S.C. § 1331.
18. Venue is proper in this Judicial District pursuant to Section 27 of the Exchange Act
and 28 U. S. C. § 1391(b). Many of the acts and transactions constituting the violations of law alleged
herein, including the preparation and dissemination to the investing public of false and misleading
information, occurred in substantial part in this Judicial District. DT’s corporate headquarters is
located in this District.
19. In connection with the acts, transactions and conduct alleged herein, Defendants,
directly and indirectly, used the means and instrumentalities of interstate commerce, including the
United States mails, interstate telephone communications and the facilities of the national securities
exchanges.
IV.THE PARTIES
20. Lead Plaintiff Watson Investment Partners purchased shares of DT common stock as
set forth in the previously filed Exhibit A to the Affidavit of Stuart L. Berman In Support of Motion
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of Watson Investment Partners To Consolidate Actions, To Be Appointed Lead Plaintiff And For
Approval Of The Lead Plaintiff’s Selection of Lead Counsel And Liaison Counsel. By order of the
Court, dated January 16, 2001, Plaintiff Watson Investment Partners (“Watson”) was appointed Lead
Plaintiff in this action.
21. Numerous additional plaintiffs, including Richard C. Bergman, Bill Bishop, and Mary
C. Gilles purchased DT common stock in the open market during the Class Period and were damaged
thereby. These plaintiffs have either filed their own complaint against certain defendants named
herein, have joined as movants in Watson’s Lead Plaintiff Motion, and/or are joining in the filing of
the instant complaint. In each such instance, these plaintiffs have each signed appropriate
certifications under the Private Securities Litigation Reform Act of 1995, which state their
willingness, if needed, to serve as Class representatives in this Action. The certifications of these
additional plaintiffs have been previously filed of record with the Court or are being attached hereto
as Exhibit A.
22. Defendant DT Industries is incorporated in the state of Delaware and maintains its
principal place of business at 1949 East Sunshine, Suite 2-300, in Springfield, Missouri. As of April
28, 2000, DT had approximately 10,107,274 shares of common stock outstanding. DT’s common
stock was actively traded on the NASDAQ National Market System under the ticker symbol “DTII”
during the Class Period. According to its SEC filings, the Company is a leading designer,
manufacturer and integrator of automated production equipment and systems used to manufacture,
assemble, test or package industrial and consumer products. During the Class Period, DT operated
under a fiscal year-end accounting period ending in the last week of June.
23. Defendant Kalish Inc. (“Kalish”) is a wholly-owned subsidiary of DT, incorporated
in Quebec, Canada, and based in Montreal, Canada. According to DT’s SEC filings, Kalish
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manufactures unscrambling, cottoning, capping and labeling equipment, and acts as an agent for sales
of electronic tablet-filling, liquid-filling, and tube-filling equipment, primarily serving the
pharmaceutical, cosmetics and food industries. DT acquired Kalish on or about August 29, 1995.
24. Defendant Sencorp Systems, Inc. (“Sencorp) is also a wholly-owned subsidiary of DT,
incorporated in Delaware, and based in Hyannis, Massachusetts. According to DT’s SEC filings,
Sencorp designs and manufactures plastic processing and packaging equipment, systems and related
parts, including roll-fed thermoformers, blister-packaging equipment and extruders for foam. DT
acquired Sencorp in August 1993.
25. Defendant Stephen J. Gore (“Gore”) was at all relevant times DT’s President and
Chief Executive Officer, as well as a member of its Board of Directors. Gore resigned as President
and Chief Executive Officer of DT on November 3, 2000. As alleged herein, Gore signed each of
the Company’s materially false and misleading annual reports filed on Forms 10-K for fiscal years
1997, 1998 and 1999.
26. Defendant Bruce P. Erdel (“Erdel”) was at all relevant times DT’s Senior Vice
President of Finance and Administration, until resigning from his position on or about August 23,
2000. As alleged herein, Erdel signed each of the Company’s materially false and misleading annual
reports filed on Form 10-K for fiscal years 1997, 1998 and 1999, as well as the materially false and
misleading quarterly reports filed on Forms 10-Q during those fiscal years and the first three quarterly
reports of fiscal year 2000.
27. Defendant Graham L. Lewis (“Lewis”) was at all relevant times the President of DT’s
Packaging Machinery Group and a Director of DT until August 25, 2000, when DT placed Lewis on
administrative leave. DT terminated Lewis’s employment with the Company on October 5, 2000 and
sought his immediate resignation from the Board. Prior to the acquisition of Kalish by DT, Lewis
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was Kalish’s president and controlling shareholder. As alleged herein, Lewis signed the Company’s
materially false and misleading annual reports filed on Forms 10-K for fiscal years ended 1997, 1998
and 1999.
28. Defendant Louis Pallay (“Pallay”) was at all relevant times the President of Kalish,
until August 25, 2000, when the Company placed Pallay on administrative leave. DT subsequently
terminated Pallay’s employment on October 5, 2000.
29. Defendant Sam Patrai (“Patrai”) was President of Sencorp during the Class Period and
was directly involved in the fraudulent reporting of Sencorp’s revenues and inventory.
30. Defendants Gore, Erdel, Lewis, Pallay and Patrai are sometimes collectively referred
to herein as the “Individual Defendants.”
31. In addition to specific allegations of actual knowledge or reckless disregard further
detailed herein, by reason of their positions with the Company, the Individual Defendants had access
to internal documents of the Company and its subsidiaries, reports and other information, including
the adverse non-public information concerning the Company’s true financial condition and future
prospects, and attended management and/or board of directors meetings. As a result of the
foregoing, they were responsible for the truthfulness and accuracy of the Company’s public reports
and releases described herein.
32. The Individual Defendants, as officers and directors of a publicly-held company or its
subsidiaries, had a duty to promptly disseminate truthful and accurate information with respect to DT,
including its subsidiaries or divisions, and DT’s business, and to promptly correct any public
statements issued by or on behalf of the Company which had become false or misleading.
33. Each of the defendants knew or recklessly disregarded that the misleading statements
and omissions complained of herein would adversely affect the integrity of the market for the
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Company's common stock and would cause the price of the Company’s common stock to become
artificially inflated. Each of the defendants acted knowingly or in such a reckless manner as to
constitute a fraud and deceit upon plaintiffs and the other members of the Class.
34. Defendants are each liable as a direct participant in the wrongs complained of herein.
V.BACKGROUND
Business Description
35. DT is an engineering-driven designer, manufacturer and integrator of automated
production equipment and systems used to manufacture, test or package a variety of industrial and
consumer products. The Company is the largest manufacturer of integrated assembly and test
systems for discrete parts, as well as integrated tablet processing packaging systems in North
America.
36. The Company operates in two business segments, Special Machines and Components.
The Special Machines segment consists of two core business groups: DT Automation and DT
Packaging, where the fraud alleged herein took place during the Class Period.
37. As is stated in the Company’s 1997 Form 10-K filed on September 29, 1997 (the
“1997 10-K”):
The DT Packaging group designs and builds proprietary machines and integratedsystems which are marketed under individual brand names and manufactured forspecific industrial applications using designs owned or licensed by the Company.Although these machines are generally cataloged as specific models, they are usuallymodified for specific customer requirements and often combined with other machinesinto integrated systems. Many customers also requests additional accessories andfeatures which typically generate higher revenues and enhanced profit opportunities.
38. As a result, the business of the DT Packing Group, which includes Kalish and Sencorp,
largely involves the manufacturing and sale of customized machines, which have limited application
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for anyone other than the customer. Thus, any cancellation of orders or production of excess
customized machines, would necessarily result in inventory which would be obsolete if it is not sold.
39. In this regard, a confidential witness advised that Sencorp’s three largest product lines
consist of Thermoformers, Blister Packs and Extrusion Lines. The witness estimated that Sencorp
would typically sell between 3 and 4 Thermoformers (at prices in excess of $250,000 per machine),
10 Blister Packs and 3 to 5 Extrusion Lines per year (at prices in excess of $1 million per line).
40. As described below, numerous confidential sources consisting of former employees
of the Company or its subsidiaries have assured plaintiffs’ counsel that excess inventory was not
treated in accordance with GAAP or the Company’s publicly stated accounting policies.
DT’s Acquisition Strategy
41. DT was formed through a series of acquisitions in 1992. The specialized nature of
DT’s business, and thus, the Company’s financial health, depended heavily on its acquisition strategy.
Since its initial public offering in 1993, DT had entered into 14 acquisitions up until the beginning of
the Class Period. According to a Stephens Inc., May 2, 1997 analyst report, since its IPO, the
Company had derived 50% of its growth from acquisitions.
42. In the 1997 10-K, the Company acknowledged the importance of its acquisition
strategy as follows:
Acquisitions. The assembly, testing and packaging equipment markets are highlyfragmented. Special machines, for example, are characterized by a number of industryniches in which few manufacturers compete. The Special Machines segment hasestablished its presence in particular through acquisitions, and the Company intendsto pursue additional acquisitions, or strategic alliances, with companies which areestablished technical and market leaders. . . . Additionally, the Company willcontinue to pursue acquisitions, or strategic alliances, with companies which providesignificant potential for cross-selling among the various product lines and cost savingsthrough more efficient utilization of manufacturing and engineering capacity.
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Through acquisitions, product license arrangements and strategic alliances, theCompany has increased and plans to continue to increase, its engineering capabilitiesand product offering.
43. DT’s aggressive acquisition strategy was necessary, in part, because DT depended
upon a very limited number of customers to generate a significant portion of its revenue. This high
concentration of revenue in the hands of few customers placed DT at great risk. Expansion through
acquisitions was one method of obtaining new customers and decreasing the risk.
44. DT’s acquisition strategy had a quantitative effect on DT’s bottom line. Specifically,
the acquisitions improved the Company’s operating condition by increasing DT’s reported net sales
and backlog.
45. A backlog represents an accumulation of unfilled orders. As such, a large backlog
signifies that revenue will be recognized in future periods for those orders. Thus, an increasing
backlog provides a sense of security for investors in that it is representative of the Company’s
potential future revenue.
46. DT’s growth in backlog through acquisitions was well-known by the market, and well-
praised by analysts. For example, according to a November 13, 1997, Morgan Stanley Dean Witter
report, in the 1997 second fiscal quarter DT reported:
another strong quarter . . . [with] . . . an increase of net income of 34% on a 40%increase in sales due mostly to acquisitions. In particular, the Special Machinessegment, which includes the Automation and the Packaging Groups, posted a 43%increase in first quarter sales, to $103.7 million. Sales from two acquisitionscomposed $27.4 million, while only 5.3% or $3.8 million was due to core salesgrowth. Including backlog from acquisitions, the Company’s first quarter backlogwas up 35% at $241 million from $179 million a year ago. Excluding acquisitions,the first quarter backlog was down $19 million or 11%.
47. The Morgan Stanley report also noted that the Company’s backlog increase of $62
million over the first quarter of 1997 was “due entirely to acquisitions.”
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48. As the Class Period began, however, the Company had slowed its acquisition pace
substantially. No longer would the Company be making between two and three acquisitions per year
as the public had come to expect. Simply put, according to one confidential witness, the Company
was running out of money to continue with this strategy.
49. As a result, it became necessary for DT to improve its internal results as external
acquisitions were no longer going to boost the bottom line. It is against this backdrop that
Defendants began fabricating the Company’s results in order to meet Wall Street expectations.
50. Initially, the Company was not far off from Wall Street expectations with its legitimate
results and thus, the manipulations of revenue and inventory, although fraudulent, were not nearly
as large as they would soon become. As Defendants increased the Company’s pattern of “borrowing”
sales from subsequent quarters, Defendants dug a deeper and deeper hole and DT’s true results fell
further and further behind Wall Street expectations. As a result, Defendants caused the Company to
commit ever increasing fabrications of revenue and overvaluations of inventory in violation of GAAP
and the Company’s own publicly stated accounting policies.
SCIENTER ALLEGATIONS
51. As alleged herein, Defendants acted with scienter in that they knew or recklessly
disregarded that the public documents and statements issued or disseminated in the name of the
Company were materially false and misleading; knew or recklessly disregarded that such statements
or documents would be issued or disseminated to the investing public; and knowingly participated
in the issuance or dissemination of such statements or documents as primary violations of the Federal
securities laws.
52. SEC Regulation S-X requires that financial statements filed with the SEC conform
with GAAP. Financial statements filed with the SEC that are not prepared in conformity with GAAP
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are presumed misleading. 17 C.F.R. § 210.401(a)(1); Accounting Series Release (“ASR”) 4, codified
at ASR 34.
53. Defendants filed financial statements during the Class Period that were materially
misleading, which defendants knew or recklessly disregarded were not in conformity with GAAP.
How Defendants Knew or Recklessly Disregarded the Evolving Fraud
54. As set forth herein, the Individual Defendants, by virtue of their receipt of information
reflecting the true facts regarding DT, Sencorp or Kalish and/or their control over these entities,
which made them privy to confidential proprietary information, participated in the fraudulent scheme
alleged herein.
55. In order to maintain tight control over its subsidiaries, including Kalish and Sencorp,
Defendants Gore and Erdel implemented strict reporting hierarchies among top officers of these
subsidiaries and required each subsidiary to generate and submit monthly financial statements and
reporting packages to DT headquarters. Defendants Pallay, Lewis and Patrai, and their predecessors
followed these reporting structures and kept their superiors, the remaining Individual Defendants,
constantly informed concerning the true status of operations at Kalish and Sencorp.
56. With respect to Sencorp, monthly reporting packages were assembled from
information prepared by Human Resources, Research & Development, Project Management and
Operations. The information was then consolidated at Sencorp prior to being passed on to
Defendants Gore, Erdel and/or others at DT headquarters.
57. At all relevant times, these reports included not only financial results of Sencorp, but
also sufficient information concerning inventory and percentage of completion being recognized as
revenue to allow the executives at DT, including Defendants Gore and Erdel, to ascertain whether
there was a sufficient reporting basis for this information. This monthly reporting package also
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included (i) detail on various products ordered from Sencorp and the deposit amounts necessary for
those particular contracts; (ii) various financial analyses, including budgeted and actual results; (iii)
a list of Sencorp’s top ten customers; and (iv) an “Obsolete Inventory Report.” Sencorp was also
required to include in its monthly reports a list of Sencorp shipments for the year which enabled DT,
Defendant Gore and Defendant Erdel to know what Sencorp had in the pipeline for future projects.
58. In addition to the monthly reports, Defendant Gore held tele-conference meetings
every quarter or he would have people fly to St. Louis to meet with him in person to report on
meeting consensus estimates. The people in attendance at these meetings were the presidents and the
financial personnel at all of DT’s subsidiaries and divisions.
59. With respect to the reporting structure, at the beginning of the Class Period, Anthony
Giovannone was President of Sencorp. His officers were Louis Giovannone, Vice President of
Operations and Bob Mozian, Vice President of Sales. In his role as Vice President of Operations,
Louis Giovannone was in charge of various project managers for Sencorp. Sencorp’s CFO was Ken
Van Cisen who reported directly to Defendant Gore.
60. Multiple former employees of Sencorp have confirmed to Plaintiffs’ counsel that
Defendant Gore was the driving force behind the improper inventory and revenue recognition
practices that took place during the Class Period at Sencorp and Kalish because he controlled their
projections for the year and consistently provided directives to Sencorp and Kalish to meet his
earnings estimates. If Defendant Gore received figures that did not match the expectations, he would
require the subsidiaries to come up with new numbers.
61. For example, for the year ended June 30, 1998, Sencorp submitted to DT, financial
results which did not live up to Defendant Gore’s expectations. As a result, it was suggested that
revenue figures be manipulated in two discrete ways: (i) take Sencorp shipments that were scheduled
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for the first quarter of 1999 and book them as revenue in 1998 as if they had been shipped that year;
and (ii) consider machines that were only partially completed, to be completed to a larger extent,
thereby allowing recognition of a greater amount of revenue under the percentage of completion
method. In fact, one confidential informant claimed that through Defendant Gore, DT actually
advised Sencorp what it should take for percentage of completion, thereby dictating when products
were being moved and shipped.
62. Although this did not sit well with the individuals at Sencorp, they had little choice
in the matter as Defendant Gore ran DTI, in the words of one former employee, like a “dynasty.”
Employees at Sencorp had realized that due to the fact that it sells large ticket items, pushing later
sales into an earlier reporting period virtually guaranteed that Sencorp would miss numbers in the
following quarter. As a result, they viewed Defendant Gore’s solution as a temporary fix that would
lead to bigger problems in the future. This is exactly what happened as Sencorp fell well short of
expectations in the First Quarter of Fiscal 1999.
63. Complicating the problem at Sencorp in the 1999 Fiscal First Quarter, was the fact
that in July of 1998, DT began converting Sencorp’s operating system. Prior to July of 1998,
Sencorp had used a widely-known system known as “Visibility.” Now, under the direction of Gene
Haffley, DT’ s Vice President of Operations, DT required Sencorp to change to a new operating
system known as “Manufact.” The conversion and implementation of the new system was a disaster.
64. According to a former Sencorp employee in the accounting department during the
Class Period, Haffley, along with Stan Burd, DT’s corporate controller and other DT personnel
headed up DT’ s "Millenium" team in order to oversee the change from the old operating system to
Manufact.
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65. Under the previous Visibility system, each part at Sencorp (i.e. wrenches, nuts,
screws) had a part number of approximately six to eight digits. Some Sencorp employees had part
numbers committed to memory. The inventory list was kept on a report entitled "Bills and
Materials" (otherwise known as a part list). The Bills and Materials report could be inputted into
Visibility. As inventory and parts were used, the change was reflected on the Bills and Materials list.
In this way, Sencorp employees could identify which parts were being used and where those parts
were located within Sencorp. Each part was routed by work orders to go to different work centers.
The work orders were driven by the completion times inputted into Visibility. The end result was tied
to accounting. Production specialists oversaw the process.
66. Under Manufact, the part numbers were converted from a six to eight digit part
number to a 16-digit part number and thus, could not be memorized. The old programming language
was obsolete and DT had to train people. When it came time to convert the old part numbers to the
new 16 digit part numbers, the system crashed and could not convert the part numbers. As a result,
Sencorp became incapable of generating work orders. In addition, in spite of Louis Giovannone’s
express warnings to the contrary, DT did not run a parallel scenario in case the system crashed.
67. DT also implemented the system in the face of express warnings from Manufact
personnel, the individuals installing the system, who informed DT that Sencorp was not prepared for
the change. Sencorp was the first DT subsidiary to implement the Manufact system.
68. As predicted, the process was very difficult and rendered Sencorp incapable of keeping
track of its inventory or generating work orders. Between July 1998 and December 1998, because
the system could not generate work orders, project managers were forced to rely on paper work
orders and visit the various shops in order to ensure that employees were completing projects on
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time. If the Manufact operating system had worked properly, the completed machines would have
been sent to the project managers directly.
69. According to one former project manager, from July 1998 through December 1,1998,
Sencorp employees did not post labor costs to any specific projects, which resulted in approximately
$2 million in unassigned labor. Another former Sencorp employee in the accounting department
estimated that approximately $2 to $3 million of labor was unassigned during that time. Further,
Sencorp was incurring significant overhead during this time period (manufacturing costs other than
costs of materials and direct labor). Simply put, Sencorp had no idea what the overhead rate was and
since this is a component of inventory, inaccurate overhead rates resulted in an inaccurate inventory
valuation.
70. Between August and December 1998, Sencorp failed to generate any financial reports.
In addition, Sencorp failed to generate an obsolete inventory report from July 1, 1998 through, at the
earliest, May of 2000. Obsolete inventory reports had previously been part of the monthly reporting
package that Sencorp sent to DT. According to one former Sencorp employee in the accounting
department, Manufact lost Sencorp’s obsolescence information upon its implementation because it
valued Sencorp’s inventory as new. As a result, the failure to generate such material portions of the
monthly reporting package constituted a red flag to DT and Sencorp executives reviewing the
reports, such as Defendants Gore, Erdel and Patrai.
71. In addition, according to another confidential informant, entries into the Manufact
system would not get into the general ledger. Therefore, the cost accountant, in trying to determine
cost of goods sold when machines were shipped, had to guess. Indeed, all components of the cost
of goods sold were not in the general ledger. Furthermore, the Manufact system was also set to enter
the cost at the actual cost rather than the standard cost. In this regard, Sencorp’s cost accountants
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would have to average the cost of the work orders in order to come up with an accurate cost of
goods sold.
72. According to one former Sencorp employee, many Sencorp employees complained
about Manufact’s inefficiency to Gene Haffley at DT, who was overseeing the conversion process
and reporting directly to Defendant Gore. Problems with the new system were consistently brought
to the attention of Haffley and Gore by, among others, Louis Giovannone, Vice-President of
Operations and Ken Van Cisen, Sencorp’s CFO. In fact, these individuals had frequent screaming
matches over the change in systems. According to the same former Sencorp employee, anyone who
spoke out against Manufact found their days "were numbered.”
73. Another former employee of Sencorp described the Manufact computer system as
being very cumbersome to work with. The informant claimed that the system would have been okay
to use for a $200 million corporation but not for Sencorp, a $50 million corporation. Overall, there
was simply no discipline in the use of the system.
74. For example, this former employee advised that the Manufact system enabled
employees at Sencorp to postdate transactions. As a result there were wide swings in inventory from
month to month. With respect to inventory, Sencorp always built the extrusion machines to order
and would build the blister pack machines before orders were received. There were always one or two
blister pack machines on the floor and one or two Thermofoamer machines built based on “potential”
sales. The Thermofoamers were valued at about $250,000 apiece. These machines were counted
among inventory despite the fact that they were not ordered and were not going anywhere according
to this confidential informant.
75. This same confidential informant advised Plaintiffs’ Counsel that although Sencorp’s
project managers did a decent job estimating percentage of completions, no one did a good job of
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estimating percentage of completion with respect to extrusion machines. The extrusion machines
were built to customers’ specifications and could not be tested in the factory. They were tested in the
customers’ plants and had to be adjusted before they met specifications. This cost Sencorp a lot of
money which was not considered in the percentage of completion method.
76. Defendant Sam Patrai joined Sencorp in September 1998, whereupon he technically
reported to Anthony Giovannone. However, virtually everyone who worked at Sencorp at that time
knew that Patrai only took orders from Defendant Gore. Only one month later, Anthony Giovannone
had been “promoted” to head up DT’s new Plastics Division and defendant Patrai became President
of Sencorp.
77. The computer fiasco resulted in Sencorp “losing their shirts” in the 1999 First Quarter.
However, Defendant Patrai, who would not blame the problems on the new system that DT had put
in place, found several scapegoats to take the fall for the lousy quarter. By December of 1998, Patrai
had fired Louis Giovannone, Sencorp’s Vice President of Operations and Ken Van Cisen, Sencorp’s
CFO. Patrai advised other employees at Sencorp that Giovannone was abusing the percentage of
completion method as he had purportedly booked an excessive amount of revenue on projects in June
of 1998, when they should have been shipped in July or August. As set forth above, the activities
which took place at the end of fiscal 1998, were done under the direction of Defendant Gore who had
insisted on Sencorp coming up with better numbers.
78. Another confidential informant advised that even though the project managers were
highly skilled at estimating percentage of completions, these figures were not always used by
Defendant Patrai in preparing the reports sent to Defendants Gore, Erdel and/or others at DT
headquarters. For example, a project manager would deem an extrusion line 20% complete and
suggest the booking of revenue of $200,000 on the $1 million machine. Defendant Patrai would
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ignore the estimate and conclude that the machine was 50% complete and book $500,000 in revenue.
Another example was provided where the project manager would still be hounding the engineers to
finish a machine on time, only to learn that the cost accountants had booked all revenue on the
machine as if it had been completed two months prior at the direction of Sencorp management. As
a result, Defendant Patrai was doing exactly what he had accused Louis Giovannone and Van Cisen
of doing -- manipulating figures using percentage of completion.
79. Defendant Patrai took great pains to separate Sencorp’s financial people, such as
CFOs, controllers and accountants, from Sencorp’s project managers. In this regard, Patrai would
meet with the project managers himself and advise the financial personal of the percentage of
completion on their projects. As a result, the number crunchers were unable to question the project
managers on the true percentage of completion of various machines being accounted for during the
Class Period and had to go with Patrai’s word.
80. Defendant Patrai prepared Monthly Operating reports with information from Human
Resources, Research & Development, Project Management and Operations. The information was
then consolidated at Sencorp prior to being passed on to Defendants Gore, Erdel and/or others at DT
headquarters. In the course of preparing these reports, Defendant Patrai would adjust the actual
numbers to make Sencorp look good. According to a confidential informant, on one or two
occasions, Patrai included in the reports, as work-in-progress, projects that were known to be
canceled or still “up in the air.” Such an example was provided with respect to the Mexican
Extrusion Order described below in connection with the allegations of improper revenue recognition.
Whenever anyone would question the figures prepared by Patrai, he would threaten them.
81. Despite the fact that Defendant Patrai was manipulating the percentage of completion
figures prior to reporting the figures to headquarters, Defendants Gore and Erdel knew of or
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recklessly disregarded the manipulation due to the fact that the reports did not include inventory
obsolescence reports. In addition, from the reports they received from Gene Haffley, DT’s Vice
President of Operations, regarding Sencorp employees’ unwillingness to use the new inventory
system, they knew or recklessly disregarded that Patrai’s numbers had no basis in reality. In addition,
Defendant Patrai, Defendant Gore and Gene Haffley were friends, who often socialized together on
Sencorp’s expense account.
82. In the Company’s Fourth Amended and Restated Credit Facilities Agreement, which
was signed by Defendant Erdel and made effective July 21, 1997, DT covenanted to provide financial
statements, comprised of information from each subsidiary, directly to the lenders on a quarterly and
annual basis. Credit Agreement, Section 13.13. During the Class Period, the Company agreed to a
4 th Amendment to the Credit Agreement, effective September 24, 1999, under which DT covenanted
to submit monthly financial statements of such information directly to the lenders. Section 13.13.3.
By virtue of these requirements, Defendants were required to and did review the results of its
subsidiaries, including without limitation, Sencorp and Kalish, on a monthly basis and knew or
recklessly disregarded the fact that these entities were materially overstating their inventory during
the Class Period.
83. In addition to Sencorp’s inability to track inventory, and the knowledge of this fact
by Defendants Gore, Erdel and Patrai, under Patrai’s control, Sencorp also fabricated earnings during
the Class Period on several occasions using a variety of devices.
84. For example, a confidential informant advised that in fiscal 1999, an order was taken
from a Mexican Company known as Thermoenvase Expandables, for an extrusion machine worth
approximately one million dollars. No deposit was received. However, the Vice President of Sales
learned that the Mexican Company had decided to use a competitor, Gloucester Engineering, and had
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canceled the order. He advised defendant Patrai and others that the order had been canceled, but it
was still being carried on the books as revenue. Although he was advised that the problem would be
taken care of, the order remained on the books for some time thereafter despite the fact that the
confidential witness believes that Sencorp never even began work on the project. The order was also
carried on the books as backlog for Sencorp.
85. Other examples of inappropriate revenue recognition taking place at Sencorp during
the Class Period are as follows:
a. Sencorp did not keep reserves for troubleshooting and correction of problems
that surfaced when the system was installed in the customers’ plants. Instead, Sencorp would simply
give the customer a discount when it failed to meet specifications or when it provided defective
products. For instance, a dye manufactured for Freeflow of Kentucky did not work and Sencorp did
not keep a reserve for this project which ultimately resulted in a full credit for the customer;
b. When Sencorp could not get the winders to work, Republic Plastics was provided
with a large discount. The winders remained at Sencorp for many months thereafter and a receivable
was kept on the books from Republic Plastics; and
c. An order from Belgium was canceled when the customer discovered that Sencorp
had not built the system with European specifications. Nevertheless, the order was kept on Sencorp’s
books to show a backlog of orders.
86. Sencorp has recently had to settle with Freeflow of Kentucky and Republic Plastics
and thus, a record of the credits extended and the settlements should still be in Sencorp’s accounts
receivable files. Likewise, the records for the canceled order from the Mexican Company being kept
as an open receivable for almost a year should also be in the accounts receivable files.
87. In more general terms, another confidential informant advised plaintiffs’ counsel that
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Sencorp had a practice of recording orders and putting the orders into backlog before a deposit was
received. Multiple informants estimated that this happened between 20-25% and “half” the time. If
the customer did not pay or refused acceptance, the backlog would have to be reversed. Other times,
Sencorp would begin to build an order with an inadequate deposit or no deposit. These same
witnesses advised plaintiffs’ counsel that Sencorp had a practice of building more machines than it
could sell and the useless machines would just sit in inventory. Because the machines were custom-
made, however, the extras were of no value. Similarly, when a product design changed, the products
which were already in inventory would be considered obsolete, but Sencorp would not write them
off. As a result, Sencorp’s inventory continually grew throughout the Class Period, yet the reserve
balance was always kept the same at approximately $500,000 - 750,000. As reserves were to be
established for inventory not used within a year, Sencorp would typically move obsolete inventory
around just to show some activity. It would be issued out to a job for no reason and then received
back into inventory.
88. A confidential informant also noted that when he went to a DT seminar in
Pennsylvania he met his counterpart from Kalish, who told him that Kalish had no system but took
an inventory each month to figure out cost of goods sold. This is what ultimately precipitated the
discovery of the fraud by PWC. It was not until the auditors did a complete physical inventory count
at Kalish that it was discovered how far off Kalish’s “estimates” were from reality. From that point,
PWC expanded its examination to Sencorp where it was discovered that a similar lack of support for
Sencorp’s reported figures.
89. As a result of the above allegations, each of the Individual Defendants had knowledge
of, directly participated in and/or recklessly disregarded the fraud that was taking place at Kalish and
Sencorp with respect to inventory and revenue recognition throughout the Class Period.
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Motive - Earnings Management
90. In addition to the allegations of actual knowledge and/or reckless disregard set forth
in the preceding section, all of the Defendants had motive and opportunity to commit the fraud
alleged herein. Whereas defendants Pallay, Lewis and Patrai were motivated to commit fraud to
maintain their jobs, as they were taking orders from their superiors, Defendants Gore and Erdel were
trying to satisfy the voracious appetite of Wall Street.
91. In the last several years, it has become commonplace that companies whose securities
are publicly traded are overly rewarded and unduly penalized for making or missing Wall Street's
earnings expectations. The tremendous pressure on companies to meet Wall Street expectations has
created an environment where "earnings management" has become a frequent means to achieve that
goal.
92. In a speech before the New York University Center for Law and Business on
September 28, 1998, Arthur Levitt, Chairman of the SEC, condemned what has become a widespread
practice, known as "earnings management":
This process [earnings management] has evolved over the years into what can best becharacterized as a game among market participants. A game that, if not addressedsoon, will have adverse consequences for America's financial reporting system. Agame that runs counter to the very principles behind our market's strength andsuccess.
Increasingly I have become concerned that the motivation to meet Wall Streetearnings expectations may be overriding common sense business practices. Too manycorporate managers, auditors, and analysts are participants in a game of nods andwinks. In the zeal to satisfy consensus earnings estimates and project a smoothearnings path, wishful thinking may be winning the day over faithful representation.
As a result, I fear that we are witnessing an erosion in the quality of earnings, andtherefore, the quality of financial reporting. Managing may be giving way tomanipulation; integrity may be losing out to illusion.
* * *
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If a company fails to provide meaningful disclosure to investors about where it hasbeen, where it is and where it is going, a damaging pattern ensues. The bond betweenshareholders and the company is shaken; investors grow anxious; prices fluctuate forno discernible reasons; and the trust that is the bedrock of our capital markets isseverely treated.
93. As set forth herein, Defendants had strong motive to manage DT’s earnings to create
the illusion that DT was meeting the declared expectations of Wall Street analysts during the Class
Period. As discussed above, through the overstatement of assets, and understatement of expenses,
Defendants were able to fraudulently report earnings per share that were materially overstated in
order to meet or exceed the analysts’ consensus throughout the Class Period.
94. Defendants engaged in these fraudulent practices in part because they knew that it was
important to meet Wall Street analysts' earnings expectations. The failure to meet such expectations
would have resulted in a drastic decline in stock price.
95. The following chart illustrates how the restatement resulted in a significant reduction
in EPS in all of the financial periods in the Class Period as follows:
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Wall Street Reported EPS RestatedConsensus EPS Per Wall Street EPS
FYE 1997 $ 2.41 $ 2.42 $2.231Q 1998 $ 0.53 $ 0.53 $0.472Q 1998 $ 0.65 $ 0.66 $0.593Q 1998 $ 0.68 $ 0.68 $0.60FYE 1998 $ 2.56 $ 2.55 $2.101Q 1999 $ 0.39 $ 0.37 $0.312Q 1999 $ 0.11 $ 0.11 $0.063Q 1999 $ 0.05 $ 0.05 $0.01FYE 1999 $ 0.64 $ 0.64 $(0.51)1Q 2000 $(0.07) $(0.03) $(0.21)2Q 2000 $ 0.03 $ 0.09 $(0.09)3Q 2000 $ 0.22 $ 0.27 $0.11
96. With the exception of two reporting periods, the EPS originally reported by the
Company either exactly met or exceeded the Wall Street consensus. In fact, even in the two reporting
periods in which the Company’s originally reported results missed expectations, the Company
reported results which were essentially in line with expectations.
97. However, a comparison between the restated EPS figures and the Wall Street
consensus estimates, reveals that DT would have fallen significantly below Wall Street's projections
in every single reporting period described above .
98. The following chart illustrates how far below expectations, DT’s true results fell
throughout the Class Period:
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Wall Street Restated % Difference inConsensus EPS EPS EPS vs. Wall Street
FYE 1997 $ 2.41 $ 2.23 7.46%1Q 1998 $ 0.53 $ 0.47 11.32%2Q 1998 $ 0.65 $ 0.59 9.23%3Q 1998 $ 0.68 $ 0.60 11.76%FYE 1998 $ 2.56 $ 2.10 17.96%1Q 1999 $ 0.39 $ 0.31 20.51%2Q 1999 $ 0.11 $ 0.06 45.45%3Q 1999 $ 0.05 $ 0.01 80.00%FYE 1999 $ 0.64 $(0.51) 179.68%1Q 2000 $(0.07) $(0.21) 200.00%2Q 2000 $ 0.03 $(0.09) 400.00%3Q 2000 $ 0.22 $ 0.11 50.00%
99. This conscious decision to manipulate earnings, in ever increasing amounts, by
violating the Company's own stated accounting policies, as well as GAAP, serves in part, to
demonstrate defendants' scienter in committing the wrongs complained of herein.
VI.FALSE AND MISLEADING STATEMENTS
ISSUED DURING THE CLASS PERIOD
100. Unbeknownst to Class Members, between fiscal 1997 and the close of the Class
Period, Defendants continually overstated inventory at Kalish and Sencorp, and overstated revenue
at Sencorp, which resulted in artificially inflating DT’s consolidated income and reported earnings.
As a result of the Company’s fraudulent accounting practices, the following statements and financial
results issued by Defendants during the Class Period were all materially false and misleading when
made.
A. The 1997 Financial Results
101. On September 29, 1997, the Company filed its 1997 10-K, which contained the
Company’s financial results for the fourth quarter and year ended June 29, 1997. The financial results
appearing in the 1997 10-K included the materially false and misleading results of Kalish and Sencorp.
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The Company originally reported “primary” earnings per share of $2.39 for the 1997 year end. In
accordance with FASB Statement of Financial Accounting Standards No. 128 and as set forth in the
Notes to Financials section of the 1997 10-K, DT would have reported diluted EPS of $2.41 per
share based upon weighted average diluted shares outstanding of 11,022,080 for the year ended June
29, 1997. According to First Call Reports, Wall Street had been expecting $2.41 per share and
deemed the Company’s results to come in at $2.42 per share.
102. In Note 2 - “Summary of Significant Accounting Policies,” of the Company’s 1997
Form 10-K filed September 29, 1997 (the “1997 10-K”), DT’s revenue recognition policy is
described as follows:
The percentage of completion method of accounting is used by the Company’sSpecial Machines segment to recognize revenues and related costs. Under thepercentage of completion method, revenues for customer contracts are measuredbased on the ratio of engineering and manufacturing labor hours incurred to datecomparted to total estimated engineering and manufacturing labor hours or, forcertain customer contracts, the ration of total costs incurred to date to total estimatedcosts. Any revisions in the estimated total costs or values of the contracts during thecourse of the work are reflected when the facts that require the revisions becomeknown. . . . Costs and related expenses to manufacture the products are recorded ascost of sales when the related revenue is recognized. Provisions for estimated losseson uncompleted contracts are made in the period in which such losses are determined.
103. In the 1997 10-K, DT’s inventory valuation policy is described as follows:
Domestic Inventories are stated at the lower of cost, determined using the last-in,first-out (LIFO) method, or market, with the exception of raw material inventoriesand the material component of work in process inventories at certain subsidiariestotaling approximately $16,030[,000] which are accounted for using the first-in, first-out method (FIFO). For various tax and statutory reasons, inventories of theCompany’s foreign subsidiaries are stated at FIFO costs. The effects on financialposition and results from operations from applying the FIFO method for such materialinventories and inventories of foreign subsidiaries are immaterial. For otherinventories maintained on a LIFO basis, cost under the LIFO method approximatesthe FIFO method. Inventories include the cost of materials, direct labor andmanufacturing overhead. Obsolete or unsalable inventories are reflected at theirestimated realizable values.
104. In addition, Defendants also represented in the 1997 10-K that:
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The Financial Statements are complete and correct in all material respects, have beenprepared in accordance with GAAP, and fairly reflect the financial condition, resultsof operations and cash flows of the Persons covered thereby as of the dates and forthe periods stated therein.
105. In fact, as Defendants would admit at the end of the Class Period, the statements
regarding DT’s accounting policies for revenue recognition and inventory were materially false and
misleading. As set forth in great detail above, Sencorp and Kalish were recording obsolete inventory
at inflated values and Sencorp was taking advantage of the percentage of completion method for
recognizing revenue thereby artificially inflating the Company’s EPS throughout the Class Period.
106. As Defendants later acknowledged through the restatement, the Company’s financial
results contained in the Company’s 1997 10-K were materially false and misleading when issued.
107. In fact, GAAP requires the restatement of previously issued financial statements for
the correction of a material error in the financial statements of a prior period. "Errors in financial
statements result from mathematical mistakes, mistakes in the application of accounting principles,
or oversight or misuse of facts that existed at the time the financial statements were prepared." APB
No. 20. (Emphasis Added). As a result, the restatement itself is an admission that facts existed at the
time the financial statements were prepared that contradicted the facts utilized in preparing the
financial statements. As set forth above, Defendants knew and/or recklessly disregarded these facts.
108. Reflecting the overall importance of meeting estimates, in a report dated August 15,
1997, analysts Scott Alaniz (“Alaniz”) and Stuart Bogard (“Bogard”) of Stephens Inc. rated DT a
“strong buy” and stated that DT’s reported 1997 4Q EPS exceeded “both our and consensus
expectations.” In particular, the analysts opined:
The shares of DT Industries are undervalued, in our opinion. The Company achieved EPSgrowth of 60% in each of the last two years. While we are forecasting fully diluted EPS toconservatively grow 12% in FY98 to $2.71, this estimate does not include any futureacquisitions.
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B. The 1998 Financial Results
109. On November 12, 1997, DT filed with the SEC its unaudited quarterly report Form
10-Q for the quarter ended September 28, 1997 (The “1998 First Quarter 10-Q”). The 1998 First
Quarter 10-Q financial results incorporated the materially false and misleading results of Kalish and
Sencorp. The Company reported net income of $5.3 million after taking into account an
extraordinary loss of ($1.2 million). The Company also reported $0.53 per diluted share prior to
taking into account the extraordinary loss of ($0.09) per share.
110. As the investing public would learn at the end of the Class Period, the Company’s true
net income was $4.4 million after taking into account the extraordinary loss and its diluted EPS was
$0.47 per share without taking into account the extraordinary loss. With the extraordinary loss,
restated EPS would have been $0.38 per share.
111. Once again, confirming the obvious importance of hitting Wall Street expectations,
on November 7, 1997, Stephens Inc. noted that “DT Industries reported 1Q98 EPS in line with
consensus expectations.” As a result, Stephens Inc. reiterated its buy rating on DT because of
“[DT]’s earnings power and the prospects for acquisitions . . . .”
112. Similarly, in a report dated November 13, 1997, analyst J.E. McGinty of Credit Suisse
First Boston Corporation noted that “DT Industries’ fiscal first quarter 1998 earnings per share were
right in line with expectations at $0.53 versus $0.52 a year ago” and reiterated their “Buy” rating.
113. On November 21, 1997, Furman Selz announced that it initiated coverage of DT
Industries and added the stock to its “Recommended List.”
114. On February 10, 1998, DT filed with the SEC its unaudited quarterly report Form 10-
Q for the quarter ended December 28, 1997 (The “1998 Second Quarter 10-Q”). The financial
results appearing in the 1998 Second Quarter 10-Q incorporated the materially false and misleading
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financial results of Kalish and Sencorp. The Company reported net income of $82 million and diluted
EPS of $0.66.
115. As the investing public would learn at the end of the Class Period, however, the
Company’s true net income was $73 million and its diluted EPS was $0.59 for the 1998 Second
Quarter. As a result, the reported figures were overstated by 12.32% and 11.86%, respectively.
116. In a report dated February 12, 1998, Stephens Inc. noted that “DT Industries’ 2Q98
results were essentially in line with our expectations.”
117. On May 12, 1998, DT filed with the SEC its unaudited quarterly report Form 10-Q
for the quarter ended March 29, 1998 (The “1998 Third Quarter10-Q”). The 1998 Third Quarter
10-Q incorporated the materially false and misleading financial results of Kalish and other subsidiaries.
The Company reported net income of $7.7 million or $0.68 diluted EPS (which included $0.06 per
share before DT’s accounting for a non-recurring charge).
118. On May 11, 1998, Stephens, Inc. commented on DT’s results as follows: “DT
Industries reported 3Q98 EPS of $0.68, up 18% over last year and in line with our expectations.”
119. Similarly, on May 15, 1998, Furman Selz acknowledged that the Company’s third
quarter earnings had met the street’s consensus estimate, but fell below Furman Selz’ estimate of
$0.69 per share.
120. As the investing public would learn at the end of the Class Period, however, the
Company’s true net income was $6.6 million and its diluted EPS was $0.60 (which included $0.06
per share before DT’s accounting for a non-recurring charge for the 1998 Third Quarter). Thus, the
originally reported figures were overstated by 16.66% and 13.33%, respectively.
121. On August 6, 1998, Defendants issued a press release announcing DT’s results for the
quarter and year ended June 28, 1998. In the August 6th Press Release, Defendant Gore described
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the Company’s expectations for its earnings in fiscal year 1999 as follows:
[W]e expect significantly increased activity in the last two quarters of the 1999 fiscalyear, which should result in our achieving targeted earnings growth of 15 percent forthe second half of the year compared with the same period a year earlier. Currently,we believe full-year diluted earnings per share will be about equivalent to fiscal 1998before the extraordinary and non-recurring operating charges related to that year.
122. This statement was materially false and misleading at the time it was made as
Defendants knew that Sencorp’s revenue and inventory figures had been manipulated to achieve the
reported results and that the only way DT could achieve the projected results would be through
further manipulations.
123. On September 25, 1998, DT filed its annual report for the year ended June 28, 1998
on the Form 10-K with the SEC (“ 1998 10-K” ). In addition to repeating the identical materially false
and misleading descriptions of the Company’s purported use of the percentage of completion method
of accounting and the manner in which DT purported to account for inventory, the 1998 10-K also
incorporated the materially false and misleading financial results of Kalish and Sencorp. As of June
28, 1998, the Company reported $49 million in inventory. For the year-ended June 28, 1998, the
Company reported net income of $29.7 million and $2.40 per diluted share, after taking into account
extraordinary losses. Without such extraordinary items, DT reported that it would have earned $30.9
million in net income and $2.49 per diluted share. Pursuant to Wall Street’s calculations, as
evidenced by First Call Reports, the Company had earned $2.55 per share, just $0.01 shy of
expectations.
124. In fact, as Defendants would admit at the end of the Class Period, the statements
regarding DT’s accounting policies for revenue recognition and inventory were materially false and
misleading. As set forth in great detail above, Sencorp and Kalish were recording obsolete inventory
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at inflated values and Sencorp was taking advantage of the percentage of completion method for
recognizing revenue thereby artificially inflating the Company’s EPS throughout the Class Period.
125. The Company also reported in the MD&A section of the 1998 10-K that “foam
extrusion equipment sales have grown significantly, led by a strong international market.” As set
forth above, foam extrusion sales were up because Sencorp was manipulating its revenue recognition
method, thereby rendering this statement materially false and misleading.
126. Completely missing from the 1998 10-K was any meaningful disclosure regarding the
material fact that Sencorp’s operating system was being converted to a new system, despite the fact
that the change had already been underway for at least two or three months prior to the filing of this
document with the SEC.
127. As the investing public would learn at the end of the Class Period, the Company’s true
figures were as follows for fiscal year end 1998: net income - $25.7 million; and diluted EPS - $2.10.
As a result, reported income and EPS were overstated by 15.56% and 14.28%, respectively.
C. The 1999 Financial Results
128. On November 10, 1998, DT filed with the SEC its unaudited quarterly report on Form
10-Q for the quarter ended September 27, 1998 (The “1999 First Quarter 10-Q”). The 1999 First
Quarter 10-Q incorporated the materially false financial results of Kalish and Sencorp. The Company
reported net income of $3.8 million or $0.37 per diluted share.
129. As the investing public would learn at the end of the Class Period, however, the
Company’s true figures were as follows for the first quarter of fiscal 1999: net income - $3.1 million;
and diluted EPS - $0.31. In this quarter, Defendants had overstated DT’s income and EPS by 22.5%
and 19.35%, respectively.
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130. On February 10, 1999 the Company filed with the SEC its unaudited quarterly report
on Form 10-Q for the second quarter of 1999 ended December 27, 1998 (The “1999 Second Quarter
10-Q”). The 1999 Second Quarter 10-Q incorporated the materially false and misleading financial
results at Kalish and Sencorp. The Company reported net income of $1.1 million or $0.11 per diluted
share.
131. As the investing public would learn at the end of the Class Period, however, the
Company’s true figures were as follows for the second quarter of fiscal 1999: net income - $0.6
million; and diluted EPS - $0.06. This was approximately half of what was publicly represented.
132. On May 7, 1999, DT filed with the SEC its unaudited quarterly report on Form 10-Q
reporting its financial results for the third quarter of 1999 ended March 28, 1999 (The “1999 Third
Quarter 10-Q”). The 1999 Third Quarter 10-Q incorporated the materially false and misleading
financial results of Kalish and Sencorp. The Company reported net income of $492,000 or $0.05 per
diluted share.
133. As the investing public would learn at the end of the Class Period, however, the
Company’s true figures were as follows for the third quarter of fiscal 1999: net income - $143,000;
and diluted EPS - $0.01.
134. According to a Stephens Inc. report dated May 7, 1999, one of the key developments
in the third quarter was the improved profitability at Sencorp. Analysts Alaniz and Barry McCarver
noted that the cost overruns at Sencorp in past quarters had a significant impact on DT. Since then,
DT replaced management and “the company has set record margins and improved other productivity
metrics such as on-time shipping.” Alaniz and McCarver upgraded their rating from “Neutral” to
“Buy.”
135. On September 27, 1999, the Company filed its annual report on the Form 10-K with
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the SEC for the year ended June 28, 1999 (“1999 10-K”). In addition to the false and misleading
repetition of DT’s purported revenue recognition and inventory policies, the 1999 10-K incorporated
the materially false and misleading financial results of Kalish and Sencorp. As of June 27, 1999, the
Company reported a net loss of approximately ($1.8 million) or ($0.17) per diluted share.
136. In fact, as Defendants would admit at the end of the Class Period, the statements
regarding DT’s accounting policies for revenue recognition and inventory were materially false and
misleading. As set forth in great detail above, Sencorp and Kalish were recording obsolete inventory
at inflated values and Sencorp was taking advantage of the percentage of completion method for
recognizing revenue thereby artificially inflating the Company’s EPS throughout the Class Period.
137. As the investing public would learn at the end of the Class Period, however, the
Company’s true figures were as follows for fiscal year end 1999: net loss - ($5.1 million); and diluted
EPS - ($0.51).
138. In the Section entitled “Business Strategy,” under the subheading “Operational
Improvements,” Defendants include the following disclosure in the 1999 Form 10-K:
The Company is focused on improving operational performance through greater useof risk assessment techniques on custom build opportunities, higher quality and moredetailed project proposals, a strengthening of the skill set in applications engineeringand project management as well as an increased focus on working capitalmanagement. A “Best of Practices Methodology” has been initiated to address mostof the performance objectives. Management and employees are being evaluated onthe basis of the improvement of identified financial and operational benchmarks, bothinternally and against industry competitors.
139. This statement was materially false and misleading at the time it was made as
Defendants spoke directly towards operational performance without even mentioning the difficulty
that Sencorp was having with the conversion of its operating system to a new system. In fact,
Defendants never even disclosed in the 1999 Form 10-K that Sencorp was undertaking such an
endeavor.
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140. The 1999 Form 10-K also reported that “Backlog for the Packaging segment increased
$3.4 million, or 9.6% to $38.1 million due primarily to an increase in the backlog of plastics
processing equipment.” In fact, as set forth above, the Packaging segment, which included Sencorp,
was counting canceled orders among its backlog.
141. The 1999 Form 10-K also advised that in November 1998, DT made an additional
payment to the sellers of Kalish as determined by formulae based on the earnings of Kalish in the
amount of $3 million. In addition to the allegations that these defendants had actual knowledge of
the fact that Kalish did not even have a system to determine costs associated with its sales, this
additional payment serves as motive with respect to defendants Kalish, Lewis and Pallay to commit
fraud.
142. In a section entitled “Year 2000 Compliance,” the 1999 Form 10-K includes the
following disclosure:
The Company has established and is implementing a plan, primarily using internalresources, to assess the potential impact of the year 2000 on the Company’s systemsand operations and to implement solutions to address the issue. The Company hascompleted the assessment and remediation phases of its year 2000 plan, including acombination of repair and replacement of affected systems. The Company is presentlydeveloping contingency plans for various aspects of operations. For substantially allof the Company’s internal systems, this remediation was an incidental consequenceof the ongoing implementation of a new integrated core business system. The testingphase is in process and should be completed by October 1, 1999. Critical systemshave been tested to be compliant.
143. These statements were materially false and misleading when made for a variety of
reasons. First and foremost, even though the new system at Sencorp was being implemented for Y2K
purposes, the problems already being experienced had nothing to do with the change in years. As
described above, even if a reasonable person could somehow surmise that DT was talking about the
new system being implemented at Sencorp, the problems experienced already, could hardly be termed
“incidental.” As stated by numerous confidential witnesses, the problems were monumental and
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ultimately contributed to Sencorp losing track of the true value of its inventory, the very problem that
necessitated the restatement.
D. The 2000 Financial Results
144. On November 11, 1999, DT filed with the SEC its unaudited quarterly report on Form
10-Q for the quarter ended September 26, 1999 (The “2000 First Quarter 10-Q”). The 2000 First
Quarter 10-Q incorporated the materially false and misleading financial results of Kalish and Sencorp.
The Company reported a net loss of ($338,000) or ($0.03) per diluted share.
145. As the investing public would learn at the end of the Class Period, however, the
Company actually incurred a net loss of ($2.1 million) and had diluted EPS of ($0.21). Thus, the
originally reported figures of income and EPS were overstated by a staggering 521% and 600%
respectively.
146. On February 9, 2000, DT filed with the SEC its unaudited quarterly report on Form
10-Q for the quarter ended December 26, 1999 (The “2000 Second Quarter 10-Q”). The 2000
Second Quarter 10-Q incorporated the materially false and misleading financial results of Kalish and
Sencorp. The Company reported net income of $873,000 or $0.09 per diluted share.
147. As the investing public would learn at the end of the Class Period, however, the
Company’s true figures were as follows for the 2000 second quarter: net loss - ($0.09 million); and
diluted EPS - ($0.09). These numbers are hardly comparable to the originally reported figures as the
fraudulent activities turned a gain into a loss.
148. On May 9, 2000, DT filed with the SEC its unaudited quarterly report on Form 10-Q
for the quarter ended March 26, 2000 (The “2000 Third Quarter 10-Q”). The 2000 Third Quarter
10-Q incorporated the materially false and misleading financial results of Kalish and Sencorp. The
Company reported net income of $2.7 million or $0.27 per diluted share.
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149. As the investing public would learn at the end of the Class Period, however, the
Company’s true figures were as follows for the 2000 third quarter: net income - $1.1 million; and
diluted EPS - $0.11.
150. In addition to the false and misleading financial figures appearing in each of the Forms
10-Q filed by the Company during the Class Period, as referenced above, the reports also contained
the following materially false and misleading statements:
The accompanying unaudited consolidated financial statements of DT Industries, Inc.(DT or the Company) have been prepared in accordance with the instructions forForm 10-Q and do not include all of the information and footnotes required bygenerally accepted accounting principles for complete financial statements. However,in the opinion of management, such information includes all adjustments, consistingonly of normal recurring adjustments, necessary for a fair presentation of the resultsof operations for the periods presented.
151. Each of the Forms 10-Q filed by the Company during the Class Period was signed by
Defendant Erdel.
152. In addition to the false and misleading statements and financial figures appearing in
each of the Forms 10-K filed by the Company during the Class Period, as referenced above, the
reports also contained the following materially false and misleading statements:
The Financial Statements are complete and correct in all material respects,have been prepared in accordance with GAAP, and fairly reflect the financialcondition, results of operations and cash flows of the Persons covered therebyas of the dates and for the periods stated therein.
* * * * *Management has established and maintains a system of internal controldesigned to provide reasonable assurance that assets are safeguarded and thatthe financial records reflect the authorized transactions of the Company. Thesystem of internal control includes widely communicated statements ofpolicies and business practices that are designed to require all employees tomaintain high ethical standards in the conduct of Company affairs. Theinternal controls are augmented by organizational arrangements that providefor appropriate delegation of authority and division of responsibility.
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153. Each of the Forms 10-K filed by the Company during the Class Period was signed by
Defendants Erdel, Gore, and Lewis.
154. The financial results reported in all SEC filings for fiscal 1997-1999 and the first three
quarters of 2000 were all materially false and misleading. Defendants knew and/or recklessly
disregarded that the Company’s reported total assets, gross profits, net income and earnings per share
were artificially inflated due to the overstatement of inventory at Kalish and Sencorp, as well as the
manipulation of revenue at Sencorp was in violation of GAAP as well as the Company’s own publicly
stated accounting practices.
155. Specifically, the Company reported income and earnings per share that were partially
attributable to the improper overstatement of asset accounts at Kalish and Sencorp and the
overstatement of revenue at Sencorp throughout the Class Period. The above-referenced statements
were also false and misleading because:
(a) Defendants failed to comply with GAAP in the preparation and issuance of its
financial statements;
(b) Defendants failed to disclose that the Company’s internal controls were
allowing inadequate and improper accounting for certain accounts, including
accounts receivables, inventory and prepaid expenses;
(c) Defendants failed to write off obsolete inventory in accordance with GAAP.
Rather than reflecting obsolete or unsalable inventory “at their estimated
values,” Defendants routinely maintained outdated inventory at its full level
even when product design changes occurred and when the products had
remained dormant for over one year;
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(d) Defendants failed to write off inventory that was custom-ordered for a
particular client even when Defendants knew that custom-ordered items such
as an extrusion machine could not be recyclable and sold to another customer;
(e) Defendants failed to properly account for all costs of goods sold during the
Class Period. Rather, Defendants, in violation of GAAP, would maintain
portions of costs and expenses in inventory even after the related products
were sold;
(f) Defendants failed to establish adequate reserves to cover the Company’s ever
growing inventory.
THE TRUTH EMERGES
156. On August 23, 2000, the Company announced that additional time was needed before
releasing its financial results for the fiscal year ended June 25, 2000. Specifically, the Company’s
independent auditors, PWC, had requested additional time in order to continue its investigation into
a purported overstatement of assets at Kalish. The Company also announced that DT’s Board of
Directors authorized the Audit and Finance Committee “to take all appropriate action to identify the
causes of these discrepancies and to make appropriate recommendations to ensure that similar issues
do not recur in the future.”
157. In the August 23 rd press release, the Company revealed that:
The discrepancies are likely to be material and could impact previously reportedearnings for the 1997, 1998 and 1999 fiscal years, and for the fiscal quarters duringthose years and during fiscal year 2000. As a result, the company does not expect torelease its financial statements for the fiscal year just ended until the amounts havebeen quantified and any necessary restatements have been made. Pending completionof the audit, the company warned its fiscal 1997, 1998 and 1999 financial statements should not be relied upon. (emphasis added).
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158. The Company further announced in the August 23 rd press release that Defendant Erdel
had resigned and that it placed the senior financial officer of Kalish on administrative leave. Two days
later, DT revealed that it had placed Louis Pallay, the president of Kalish, and Graham Lewis, the
president of DT’s packaging machinery group, on leave pending results of the investigation.
159. As a result of the Company’s August 23, 2000 revelation, NASDAQ immediately
halted trading of the DT’s stock pending receipt of additional information from the Company. The
halt lasted for approximately three months. Prior to the suspension of trading, the price of DT
common stock had closed at $9-7/8 per share.
160. On September 19, 2000, the Company issued a press release updating the market on
its accounting investigation. The Company disclosed that PWC, in the course of its audit, had
discovered a similar issue of overstated asset accounts at Sencorp, as had previously been revealed
regarding Kalish.
161. As a result of PWC’s discovery, DT placed Sencorp’s senior financial officer on
administrative leave.
162. On October 4, 2000, a meeting of DT’s Audit and Finance Committee was held where
special investigator, the law firm of Bryan Cave, reported on the results of his investigation. Later
that day, the Audit and Finance Committee presented its findings and recommendations to the full
Board of Directors. As a result of the findings of the special investigator and the Audit and Finance
Committee, the Board of Directors immediately terminated Lewis and Pallay, as well as Kalish’s
senior financial officer. Additionally, the Board requested that Lewis resign from the Board of
Directors.
163. On October 16, 2000, the Company issued a press release which announced the
restatement of almost four full years of financial results. In all, the Company had to restate financials
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for the first three quarters of 2000, as well as for every quarter and year end for fiscal years 1997
through 1999. The Company also stated: “[e]ach of the individuals previously placed on
administrative leave has been terminated as a result of our investigation.”
164. On October 16, 2000, DT filed three Form 10-Q/As with the SEC which contained
its restated results for the first three quarters of fiscal 2000 (quarters ended September 26, 1999,
December 26, 1999, and March 26, 2000).
165. On November 3, 2000, the Company announced the resignation of Defendant Gore
as President and Chief Operating Officer of DT.
166. On November 8, 2000, the Company issued a press release announcing its results for
the first quarter ended September 24, 2000. In that release, the Company announced that Lewis had
resigned from the Company’s Board of Directors.
167. Upon resumption of trading on November 22, 2000, DT opened at $3.50 substantially
below its last closing price of $9.875 per share when trading was halted.
168. On December 8, 2000, DT filed a Form 10-K/A with the SEC which contained its
restated results for the fiscal year ended June 27, 1999. This filing also contained the Company’s
restated results for fiscal years ended June 29, 1997 and June 28, 1998.
169. The difference between the originally reported results and the true results is simply
astounding. The effect is particularly glaring when comparing the Company’s reported versus actual
net inventory and earnings per share. The sheer magnitude of the misstatement in the Company’s
financial statements for 1997, 1998, 1999 and the first nine months of fiscal 2000 is sufficient to imply
that Defendants acted with the requisite scienter.
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170. The following chart illustrates the differences between reported and actual net
inventory as reported on balance sheets (figures in thousands except percentages) throughout the
Class Period:
Reported Restated $ Diff. % OverstatedQ3 00 65,330 50,257 15,073 30%
Q2 00 63,682 52,628 11,054 21%
Q1 00 64,990 55,143 9,847 17.8%
FY 99 56,876 49,377 7,499 15.2%
FY 98 48,755 41,193 7,562 18.4%
FY 97 42,198 40,428 1,770 4.4%
171. The artificially inflated inventory amounts were largely attributable to an
overstatement of “work in progress” inventory at Kalish and Sencorp. For example, as of March 26,
2000, the Company had reported $31,451,000 in work in progress inventory, when the actual amount
was $16,378,000; an overstatement of $15,073,000 or 92%. Similarly, as of June 27, 1999, the
Company reported $25,418,000 in work in progress inventory, when the actual amount totaled only
$17,919,000, a difference of $7,499,000 or 41.8%. This further supports plaintiffs’ allegations that
the Company’s publicly-represented accounting policies were being abused.
172. The following chart illustrates the differences (in thousands, except for percentages)
between DT’s reported and actual income/loss during the Class Period:
Net Net Diff. % OverstatedIncome Income
Reported Restated9 Months Ended 3/26/00 3,268 (1,921) 5,189 159%
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Fiscal Year 1999 (1,763) (5,135) 3,372 191%
Fiscal Year 1998 29,684 25,685 3,999 13.5%
Fiscal Year 1997 26,057 24,412 1,645 6.3%
VIOLATIONS OF GAAP
173. The financial statements issued by the Company during the Class Period which are
identified above, were materially false and misleading when issued by virtue of the overstatement of
inventory, assets, and net income. These overstatements ultimately required the Company to restate
its financial results for fiscal years 1997, 1998 and 1999, as well as the first three quarters of fiscal
year 2000.
174. GAAP incorporates the consensus among accountants at a particular time concerning
the economic resources and obligations that should be recorded as assets and liabilities, which
changes in them should be recorded, when these changes should be recorded, how the recorded assets
and liabilities and changes in them should be measured, what information should be reported, how
it should be disclosed, and which financial statements should be prepared.
175. Section 13 of the 1934 Act requires that DT:
(B) devise and maintain a system of internal accounting controls sufficient to providereasonable assurance that –
* * *(ii) transactions are recorded as necessary (I) to permit preparation of financialstatements in conformity with generally accepted accounting principles or any othercriteria applicable to such statements, and (II) to maintain accountability for assets;
176. As described herein, Defendants knowingly failed to devise a sufficient internal control
system.
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177. The SEC requires that publicly-traded companies present their financial statements in
accordance with GAAP. 17 C.F.R. § 210.4-01(a)(1). Financial statements filed with the SEC that
are not prepared in accordance with GAAP “will be presumed to be misleading or inaccurate, despite
footnote or other disclosures, unless the Commission has otherwise provided.” 17 C.F.R. § 210.4-
01(a)(1). Although Defendants stated in the Company’s financial statements issued during the Class
Period that such statements were prepared in accordance with GAAP, Defendants deviated from
GAAP in material and significant ways.
178. The fact that DT restated its financial statements for fiscal years 1997, 1998 and 1999,
as well as the first three quarters of 2000, constitutes an admission that the financial statements
originally issued were false at the time they were issued and that the overstatement of inventory and
earnings is material. GAAP requires that a company restate financial results when there is a need to
correct a material error. APB No. 20, ¶¶7-14. Thus, the restatement is an admission by DT that its
previously issued financial results and its public statements regarding those results were false and
misleading.
179. GAAP includes the following principles, among others, which were violated by
Defendants as described below:
a. the principle that a conservative approach be taken providingearly recognition of unfavorable events and minimizing theamount of income reported. (See Statement No. 4 of theAccounting Principles Board (“APB Nos.”) at ¶¶ 28, 35, 171);
b. the principle that the financial information presented should becomplete. (See APB No. 4, ¶¶ 28, 35, 88, 171);
c. the principle of fair presentation (“presents fairly”). (See APBNo. 4, ¶¶ 109, 138, 189);
d. the principle of adequacy and fairness of disclosure. (SeeAPB No. 4, ¶¶ 81, 106, 189, 199);
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e. the principle of materiality concerning information that issignificant enough to affect evaluations or decisions. (SeeAPB No. 4, ¶¶ 25, 128);
f. the principle that the substance of transactions rather thanform should be reflected. (See APB No. 4, ¶¶ 25, 35, 127);
g. the principles that informed judgment based on backgroundand knowledge should be applied. (See APB No. 4, ¶¶ 25, 35,124, 173, 174);
h. the principle that items included in the financial statements bereliably corroborated by outside evidence (verifiability). (SeeAPB No. 4, ¶¶ 23, 35, 90);
i. the principle that the financial statements contain and discloserelevant, understandable, and timely information for theeconomic decisions of the user. (See APB No. 4, ¶¶ 23, 88,89, 92); and
j. the principle that the financial statements provide reliablefinancial information about the enterprise for the economicdecisions of the user. (See APB No. 4, ¶¶ 77, 78, 107, 108).
180. GAAP also requires that inventories should be priced at lower of cost or market and
a loss representing the decline in the utility of the goods should be recognized in the period in which
the impairment occurs. Specifically, “[w]here there is evidence that the utility of goods, in their
disposal in the ordinary course of business, will be less than cost, whether due to physical
deterioration, obsolescence, changes in price levels, or other causes, the difference should be
recognized as a loss of the current period.” (See ARB 43, Chapter 4 Statement 5). Indeed, a “major
objective of accounting for inventories is the proper determination of income through the process of
matching appropriate costs against revenues.” (See ARB 43, Chapter 4 Statement 2). “As used in
the phrase lower of cost or market the term market means current replacement costs (by purchase or
by reproduction, as the case may be) expected that: (1) Market should not exceed the net realizable
value (i.e., estimated selling price in the ordinary course of business less reasonably predictable costs
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of completion and disposal); and (2) Market should not be less than net realizable value reduced by
an allowance for an approximately normal profit margin.” (ARB 43, Chapter 4 Statement 6). In
addition, in each of the 1997-1999 Form 10-K’s, the Company specifically proclaimed that
“[o]bsolete or unsalable inventories are reflected at their estimated realizable values.” Thus, in
addition to violating GAAP, the Company violated its own stated accounting policy.
181. GAAP also provides that for purposes of financial statement presentation, asset
valuation allowances for losses shall be deducted from the assets to which the allowance relate. (See
Current Text Accounting Standards, Section V 18.102; APB Opinion No. 12).
182. During the Class Period, DT materially misled the investing public thereby inflating
the price of DT’s securities by publicly issuing false and misleading statements and failing to disclose
material facts necessary to make DT’s statements, as set forth herein, not false and misleading. These
statements and omissions were materially false and misleading in that they failed to disclose material
adverse information and misrepresented the truth about the Company, its financial performance,
accounting, reporting and condition, including, inter alia:
(a) During the Class Period, the Company reported inventory and net income/loss
that were materially overstated;
(b) The Company’s financial statements did not present, in all material respects,
the Company's true financial conditions, and did not reflect all adjustments
which were necessary for a fair statement of the interim and full year periods
presented; and
(c) The Company’s internal controls were inadequate and, as a result, the
Company improperly overstated inventory and net income.
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183. Contrary to the requirements of GAAP and SEC rules, DT failed to implement and
maintain an adequate internal accounting control system. AICPA Professional Standards states: “An
important management responsibility is to establish and maintain internal control.” [AICPA
Professional Standards AU §319.37]. “Internal control is a process - effected by an entity’s board
of directors, management, and other personnel - designed to provide reasonable assurance regarding
the achievement of objectives in the following categories: ( a) reliability of financial reporting, ( b)
effectiveness and efficiency of operations, and (c) compliance with applicable laws and regulations.”
[AU §319.07] Since fiscal year 1997, the Company knowingly tolerated the existence of inadequate
internal controls and/or recklessly disregarded its obligation to implement adequate controls to ensure
that its financial statements were recorded in compliance with GAAP.
184. Further, the implementation of the new internal operating system wreaked havoc at
Sencorp. After the “implementation” of the new operating system, in July of 1998, Sencorp was
unable to generate monthly financial reports, including inventory reports which were required to be
submitted to DT headquarters as part of the monthly report package for a period of over five months.
In addition, from July 1998 until October or November 1998, Sencorp never completed activity
reports which were necessary to estimate costs to complete projects. According to a former Sencorp
accountant, rather than correcting these known problems, DT headquarters issued a directive to
Sencorp to forgo estimating costs. As Sencorp accounted for its revenue using a percentage of
completion method, however, estimating costs was vital to presenting fairly Sencorp’s financial
position.
185. Without the availability of cost estimates, DT and the Individual Defendants, along
with Sencorp itself, knew or recklessly disregarded that Sencorp should not have accounted for
revenue using the percentage of completion method, and in so doing, violated GAAP.
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186. Moreover, by overstating inventory, and thereby understating expenses, the Company
could report larger net income (or a smaller net loss). This overstatement of inventory enabled the
defendants to inflate earnings and meet or exceed analyst expectations.
187. Defendants knowingly or recklessly violated GAAP in overstating inventory in four
main ways:
a. Producing Excess Inventory. The Company, and in particular Sencorp, had a
practice of building more machines than it could sell during the Class Period. Additionally, Sencorp
would often begin to build an order with an inadequate deposit or no deposit, prior to the deal being
finalized with the customer. Any extra, unused and useless machine, partial or complete, would be
improperly fully-valued as inventory.
b. Maintaining Obsolete Inventory. DT, and in particular Sencorp, maintained
obsolete inventory after a product design had changed during the Class Period. At Sencorp, once a
product design changed, any old products which were already being counted in inventory would be
considered obsolete, but Sencorp did not write them off.
c. Failure to Account Properly for Costs. Sencorp was not accounting for all the
costs within the appropriate month and quarter. Cost of goods sold (“COGS”) is the sum of all the
direct and indirect expenditures incurred in producing the products sold. At Sencorp, if a person in
the accounting department was not sure of whether a particular expense actually related to the
revenue that was being booked, that expense would not be taken to COGS for that month. Rather,
that amount would remain in inventory, unless and until the issue was resolved.
d. Failure to Reserve. As a result of the above-listed practices, throughout the Class
Period, DT was carrying inventory on its books that was overstated because the inventory was
obsolete. First, the Company violated GAAP by recording obsolete inventory. Second, the Company
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violated GAAP by failing to establish adequate reserves for the portions of inventory that became
impaired during the Class Period. According to a former Sencorp controller, Sencorp’s inventory
reserves remained at between $500,000 to $750,000 throughout the Class Period despite the fact that
inventory grew from 42,198,000 in the fiscal year ended 1997 to 56,876,000 in the fiscal year ended
1999. The former Sencorp controller further indicated that Sencorp’s failure to increase reserves to
take a charge for obsolete inventory dated as far back as December 1997 thereby implicating reserves
for the entire Class Period.
188. According to other former Sencorp employees, the Company’s problem with obsolete
inventory grew worse over the Class Period. In fact, by July 1998, Sencorp’s obsolescence level was
approximately $1.5 to $1.8 million. Nevertheless, Defendants continued to maintain those amounts
and failed to adequately reserve.
NO STATUTORY SAFE HARBOR
189. The statutory safe harbor provided for forward-looking statements under certain
circumstances does not apply to any of the false statements pleaded in this complaint, because none
of the statements pleaded herein are “forward-looking” statements nor were they identified as
“forward-looking statements” when made. Nor did meaningful cautionary statements identifying
important factors that could cause actual results to differ materially from those in the statements
accompany those statements. To the extent that the statutory safe harbor does apply to any
statements pleaded herein which are deemed to be forward-looking, the defendants are liable for those
false forward-looking statements, because at the time each of those statements were made the speaker
actually knew the forward-looking statement was false and/or the statement was authorized and/or
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approved by an executive officer of the Company, who actually knew that those statements were false
when made.
CLASS ACTION ALLEGATIONS
190. Plaintiffs bring this action as a class action pursuant to Federal Rules of Civil
Procedure 23(a) and (b)(3) on behalf of a class consisting of all persons who purchased DT common
stock on the open market during the Class Period, and who suffered damages thereby. Excluded are
the Defendants, any entity in which the Defendants have a controlling interest or is a parent or
subsidiary of or is controlled by the Company, and the officers, directors, employees, affiliates, legal
representatives, heirs, predecessors, successors and assigns of the Defendants.
191. The market for the Company's common stock was open, well-developed and efficient
at all relevant times. As a result of these materially false and misleading statements and failure to
disclose, the Company's stock traded at artificially inflated prices during the Class Period. Plaintiffs
and the other members of the class have suffered damages as a result of Defendants’ fraudulent
conduct alleged herein.
192. The members of the Class are so numerous that joinder of all members is
impracticable. While the exact number of Class members is unknown to Plaintiffs at this time and can
only be ascertained through appropriate discovery, Plaintiffs believe there are, at a minimum,
thousands of members of the Class who traded during the Class Period. The Company had in excess
of 10 million shares of its common stock outstanding as of April 28, 2000.
193. Common questions of law and fact exist as to all members of the Class and
predominate over any questions affecting solely individual members of the Class. Among the
questions of law and fact common to the Class are:
i) whether the federal securities laws were violated byDefendants’ acts as alleged herein;
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ii) whether the Company issued false and misleading financialstatements during the Class Period;
iii) whether Defendants acted knowingly or recklessly in issuingfalse and misleading financial statements;
iv) whether the market prices of the Company’s securities duringthe Class Period were artificially inflated because ofDefendants’ conduct complained of herein; and
v) whether the members of the Class have sustained damagesand, if so, what is the proper measure of damages.
194. Plaintiffs’ claims are typical of the claims of the members of the Class as Plaintiffs and
members of the Class sustained damages arising out of Defendants’ wrongful conduct in violation of
federal law as complained of herein.
195. Plaintiffs will fairly and adequately protect the interests of the members of the Class
and have retained counsel competent and experienced in class actions and securities litigation.
Plaintiffs have no interests antagonistic to or in conflict with those of the Class.
196. A class action is superior to other available methods for the fair and efficient
adjudication of the controversy since joinder of all members of the Class is impracticable.
Furthermore, because the damages suffered by the individual Class members may be relatively small,
the expense and burden of individual litigation make it impossible for the Class members individually
to redress the wrongs done to them. There will be no difficulty in the management of this action as
a class action.
FRAUD ON THE MARKET PRESUMPTION
197. Plaintiffs will rely, in part, upon the presumption of reliance established by the fraud-
on-the-market doctrine, which assumes the existence of an efficient market for DT securities. In that
connection, brokers nationwide have immediate access to press releases and trading information
about DT through computer and news wires systems. These systems display, within minutes of the
52
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release or transaction taking place, pertinent information and the most recent trades and prices.
Among the analysts that followed the Company during the Class Period were: Morgan Stanley Dean
Witter, Credit Suisse First Boston, Stephens, Inc.; Furman Selz; and Stifel Nicolaus & Co.
Incorporated.
198. Plaintiffs are entitled to the presumption of reliance established by the fraud-on-the-
market doctrine in this action in that:
i) Defendants made public misrepresentations or failed to disclose material factsduring the Class Period;
ii) the omissions and misrepresentations were material;
iii) the Company’s common stock traded in an efficient market;
iv) the misrepresentations and omissions alleged would tend to induce areasonable investor to misjudge the value of the Company's common stock;and
v) Plaintiffs and members of the Class purchased their DT common stockbetween the time Defendants failed to disclose or misrepresented materialfacts and the time the true facts were disclosed, without knowledge of theomitted or misrepresented facts.
199. Based upon the foregoing, Plaintiffs and members of the Class are entitled to a
presumption of reliance upon the integrity of the market.
COUNT IVIOLATION OF SECTION 10(b) OF THE EXCHANGE ACT AND
RULE 10b-5 OF THE SECURITIES AND EXCHANGE COMMISSION
200. Plaintiffs repeat and reallege each and every allegation contained in the foregoing
paragraphs as if fully set forth herein.
201. This Count is asserted against all defendants and is based upon violations of Section
10(b) of the 1934 Act, 15 U.S.C. § 78j (b), and Rule 10b-5 promulgated thereunder.
53
Case 6:00-cv-03369-GAF Document 38-1 Filed 03/30/2001 Page 54 of 61 q
202. During the Class Period, Defendants directly engaged in a common plan, scheme, and
unlawful course of conduct, pursuant to which it knowingly or recklessly engaged in acts,
transactions, practices, and courses of business which operated as a fraud and deceit upon Plaintiffs
and the other members of the Class, and made various deceptive and untrue statements of material
facts and omitted to state material facts in order to make the statements made, in light of the
circumstances under which they were made, not misleading to Plaintiffs and the other members of the
Class. The purpose and effect of the scheme, plan, and unlawful course of conduct was, among other
things, to induce Plaintiffs and the other members of the Class to purchase DT common stock during
the Class Period at artificially inflated prices.
203. During the Class Period, Defendants, pursuant to said scheme, plan, and unlawful
course of conduct, knowingly and recklessly issued, caused to be issued, participated in the issuance
of, the preparation and issuance of deceptive and materially false and misleading statements to the
investing public as particularized above.
204. As a result of the dissemination of the false and misleading statements set forth above,
the market price of DT common stock was artificially inflated during the Class Period. In ignorance
of the false and misleading nature of the statements described above and the deceptive and
manipulative devices and contrivances employed by the defendants, Plaintiffs and the other members
of the Class relied, to their detriment, on the integrity of the market price of the stock in purchasing
DT common stock. Had Plaintiffs and the other members of the Class known the truth, they would
not have purchased DT shares or would not have purchased them at the inflated prices that were paid.
205. Plaintiffs and the other members of the Class have suffered substantial damages as a
result of the wrongs herein alleged in an amount to be proved at trial.
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206. By reason of the foregoing, Defendants directly violated Section 10(b) of the
Exchange Act and Rule 1 0b-5 promulgated thereunder in that they: (a) employed devices, schemes,
and artifices to defraud; (b) made untrue statements of material facts or omitted to state material facts
in order to make the statements made, in light of the circumstances under which they were made, not
misleading; or (c) engaged in acts, practices, and a course of business which operated as a fraud and
deceit upon plaintiffs and the other members of the Class in connection with their purchases of DT
common stock during the Class Period.
COUNT IIVIOLATION OF SECTION 20(a)
OF THE EXCHANGE ACT
207. Plaintiffs repeat and reallege each and every allegation contained in each of the
foregoing paragraphs as if set forth fully herein.
208. This Count is asserted against all Defendants and is based upon violations of Section
20(a) of the 1934 Act, 15 U.S.C. § 78t(a).
209. Defendants Pallay and Lewis, by virtue of their positions were, at the time of the
wrongs alleged herein, controlling persons of Kalish within the meaning of Section 20(a) of the 1934
Act.
210. Defendant Patrai, by virtue of his position as President, was a controlling person of
Sencorp, at the time of the wrongs alleged herein, within the meaning of Section 20(a) of the 1934
Act.
55
Case 6:00-cv-03369-GAF Document 38-1 Filed 03/30/2001 Page 56 of 61 q
211. Defendants Gore and Erdel, by virtue of their positions at DT and their domination
over the operations of Sencorp and Kalish and their officers, defendants Patrai, Pallay and Lewis,
at the time of the wrongs alleged herein, within the meaning of Section 20(a) of the 1934 Act.
212. DT had the power and influence to control the conduct of Kalish and Sencorp as a
result of DT’s ownership of these wholly-owned subsidiaries at the time of the wrongs alleged herein,
within the meaning of Section 20(a) of the 1934 Act..
213. By reason of the conduct alleged in Count I of the Complaint, Defendant Patrai is
liable for the aforesaid wrongful conduct of Sencorp and Sencorp is liable for the aforesaid wrongful
conduct of Patrai.
214. By reason of the conduct alleged in Count I of the Complaint, Defendants Pallay and
Lewis are liable for the aforesaid wrongful conduct of Kalish and each other and Kalish is liable for
the aforesaid wrongful conduct of Pallay and Lewis.
215. By reason of the conduct alleged in Count I of the Complaint, DT is liable for the
aforesaid wrongful conduct of Sencorp and Kalish, as well as their principals, defendants Patrai,
Pallay and Lewis. In addition, DT is liable for the aforesaid wrongful conduct of defendants Gore
and Erdel.
216. By reason of the conduct alleged in Count I of the Complaint, Defendants Gore and
Erdel are liable for the aforesaid wrongful conduct of Sencorp and Kalish, as well as their principals,
defendants Patrai, Pallay and Lewis. In addition, Defendants Gore and Erdel are liable for the
aforesaid wrongful conduct of DT and each other.
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217. As a result, Defendants are liable to Plaintiffs and to the other members of the Class
for the substantial damages which they suffered in connection with their purchases of DT common
stock during the Class Period.
PRAYER FOR RELIEF
WHEREFORE, Plaintiffs, on their own behalf and on behalf of the Class, pray for judgment
as follows:
A. Declaring this action to be a proper class action and certifying Plaintiffs as class
representatives under Rule 23 of the Federal Rules of Civil Procedure;
B. Awarding compensatory damages in favor of Plaintiffs and the other members
of the Class against Defendants for the damages sustained as a result of the wrongdoings of
Defendants, together with interest thereon;
C. Awarding Plaintiffs the fees and expenses incurred in this action, including
reasonable allowance of fees for Plaintiffs’ attorneys and experts;
D. Granting such other and further relief as the Court may deem just
and proper.
JURY DEMAND
Plaintiffs demand a trial by jury.
Dated: March 30, 2001
57
Case 6:00-cv-03369-GAF Document 38-1 Filed 03/30/2001 Page 58 of 61 q
Respectfully submitted,
FOLAND & WICKENS, P.C.
By /s/ Karen R. Glickstein
W. JAMES FOLAND #25022
KAREN R. GLICKSTEIN #37083
911 Main Street, 29 th Floor
Kansas City, MO 64105
Tel No: (816) 472-7474
Fax No: (816) 472-6262
Plaintiffs’ Liaison Counsel
SCHIFFRIN & BARROWAY, LLP
David Kessler
Fadia Elia
Three Bala Plaza East
Suite 400
Bala Cynwyd, PA 19004
Tel No: (610) 667-7706
Fax No: (610) 667-7056
Plaintiffs’ Lead Counsel
BERMAN DeVALERIO & PEASE, LLP
Norman Berman
Alicia M. Duff
One Liberty Square
Boston, MA 02109
Tel No: (617) 542 8300
Fax No: (617) 542 1194
Case 6:00-cv-03369-GAF Document 38-1 Filed 03/30/2001 Page 59 of 61 q
CAULEY GELLER BOWMAN & COATES, LLP
Paul J. Geller
One Boca Place
2255 Glades Road, Suite 421A
Boca Raton, FL 33431
Tel No: (561) 750-3000
Fax No: (561) 750-3364
LAW OFFICES OF CHARLES J. PIVEN, P.A.
Charles J. Piven
The World Trade Center - Baltimore
Suite 2525
401 East Pratt Street
Baltimore, MD 21202
Tel No: (410) 332-0030
BERGER & MONTAGUE, P.C.
Todd S. Collins
Jacob A. Goldberg
Douglas M. Risen
1622 Locust Street
Philadelphia, PA 19103
Tel: (215) 875-3000
Fax: (215) 875-4604
WEINSTEIN KITCHENOFF SCARLATO
& GOLDMAN LTD.
Paul J. Scarlato
1608 Walnut Street, Suite 1400
Philadelphia, PA 19103
Tel: (215) 545-7200
Fax: (215) 545-6535
Case 6:00-cv-03369-GAF Document 38-1 Filed 03/30/2001 Page 60 of 61 q
LAW OFFICE OF MARK MCNAIR
Mark McNair
1819 H Street N.W.
Suite 550
Washington DC 20006
Tel: (202) 872-4717
WOLF HALDENSTEIN ADLER FREEMAN
& HERZ LLP
Fred Taylor Isquith
Gregory M. Nespole
270 Madison Avenue
New York, NY 10016
Tel: (212) 545-4600
BRODSKY & SMITH
Evan Smith
11 Bala Avenue, Suite 39
Bala Cynwyd, PA 19004
Tel No: (610) 668-7957
Fax No: (610) 660-0450
LAW OFFICES OF BRUCE G. MURPHY
Bruce G. Murphy
265 Llwyds Lane
Vero Beach, FL 32953
Tel No.: (561) 231-4202
CERTIFICATE OF SERVICE
I hereby certify that a true and correct copy of the foregoing was sent first class mail,
postage prepaid, this 30 th day of March, 2001 to counsel listed below:
Michael Thompson, Esq.
Lori Sellers, Esq.
BLACKWELL SANDERS PEPER MARTIN, LLP
Two Pershing Square
2300 Main Street, Suite 1000
Kansas City, MO 64108
Case 6:00-cv-03369-GAF Document 38-1 Filed 03/30/2001 Page 61 of 61 q
Theresa L. Davis, Esq.
Pamela G. Smith, Esq.
Leah J. Domitrovic, Esq.
FREEBORN & PETERS
311 South Wacker Drive, Suite 3000
Chicago, IL 60606-6677
J. Christian Word, Esq.
WILSON SONSINI GOODRICH & ROSATI, PC
7927 Jones Branch Drive, Suite 400
McLean, VA 22102
Jill Morris, Esq.
Armstrong, Teasdale, L.L.P.
2345 Grand Boulevard, Suite 2000
Kansas City, Missouri 64108
/s/ Karen R. Glickstein
ATTORNEY FOR PLAINTIFF
DT Industries\amcomp.s&b
61
IN THE UNITED STATES DISTRICT COURTFOR THE WESTERN DISTRICT OF MISSOURI
SOUTHERN DIVISION
IN RE DT INDUSTRIES, INC. : Civil Action No. 00-CV-3369SECURITIES LITIGATION
AMENDED NOTICE REGARDING EXHIBIT ATTACHMENT
Exhibit A which is an attachment to the Amended Consolidated Complaint is in paper form
only and is being maintained in the case file in the Clerk's office.
ECM—AND & WICKENS. P.C.
By: W. JAMES FOLAND #25022KAREN R. GLICKSTEIN #37083911 Main Street, 29 th Floor
Kansas City, MO 64105
Telephone: (816) 472-7474
Facsimile: (816) 472-6262
Norman Berman
Michael LangeBERMAN. DEVALERIO & PEASE LLP
One Liberty SquareBoston, MA 02109
Telephone: (617) 542-8300
Facsimile: (617) 542-1194
Charles J. Piven
LAW OFFICES OF CHARLES J. PIVEN. P.A.
The World Trade Center - Baltimore. Suite 2525
401 East Pratt StreetBaltimore, MD 21202Telephone: (410) 332-0030Facsimile: (410) 685-1300
ATTORNEYS FOR PLAINTIFF
ORIGINAL
AMENDED CERTIFICATE OF SERVICE
I hereby certify that a true and correct copy of the foregoing was sent first class mail,
postage prepaid, the 30' day of March, 2001 to counsel listed below:
Michael Thompson. Esq.
Lori Sellers. Esq.
BLACKWELL SANDERS PEPER MARTIN, LLP
Two Pershing Square2300 Main Street, Suite 1000
Kansas City. MO 641 08
Theresa L. Davis. Esq.
Pamela G. Smith, Esq.Leah J. Domitrovic, Esq.FREEBORN & PETERS
311 South Wacker Drive, Suite 3000
Chicago, IL 60606-6677
'[odd S. Collins, Esq.
Jacob A. Goldberg. Esq.
Douglas M. Risen. Esq.
BERGER & MONTAGUE. P.C.
162 2 Locust Street
Philadelphia. PA 19103
Paul .1. Geller. Esq.
Jonathan M. Stein. Esq.CAI iLEY & (111LER. LEP
One Boca Place
2 255 Glades Road. Suite 421A
Boca Raton. EL 33431
Mark McNair, Esq.
LAW OFFICE OF MARK MCNAIR
1819 H Street N.Vn/.. Suite 550
Washington. DC 20006
_7_
Fadia Elia, Esq.
David Kessler. Esq.
Marc A. Topaz. Esq.Stuart I.. Berman. Esq.
SCIIIITRIN & BARROWAY. LIPThree Bala Plaza East, Suite 400Bala Cynwyd. PA 19004
Paul J. Scarlato, Esq.WEINSTEIN KITCHENOEF SCARLATO
& GOLDMAN LTD.
1608 Walnut Street, Suite 1400
Philadelphia. PA 19103
Fred 1 avlor Isquith, Esq.Gregory M. Nespole. Esq.
WOLF HALDENSTEIN ADLER FREEMAN
& IIERZ LEP
270 Madison Avenue
NeW York, NY 10016
J. Christian Word. Esq.
WILSON SONSINI GOODRICI & ROSATI. PC7927 Jones Branch Drive. Suite 400McLean. VA 22102
Jill Morris, Esq.
Armstrong, Teasdale, LL. P.2345 Grand Blvd.. Suite 2000Kansas City. Missouri 64108
. . ATTORNEY FOR PLAINTIFF
-3-