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GOLD BENNETT CERA & SIDENER LLPSOLOMON B. CERA (State Bar No . 99467)GWENDOLYN R. GIBLIN (State Bar Na . 181973 )595 Market Street, Suite Z
-3O Q
San Francisco, California 94105-2835Telephone : (415) 777-2230Facsimile : (415) 777-5189
ABRAHAM FRUCHTER & TWERSKY LLPJEFFREY S . ABRAHAMOne Penn Plaza, Suite 2805New York, New York 10119Telephone: (212) 279- 5050Facsimile: (212) 279-3655
Attorneys for Plaintiffs
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNI A
ROBERT LEWIS and CITYPARTNERSHIPS CO . ,
Plaintiffs ,
vs .
TEXTAINER EQUIPMENT INCOME FUND11, L .P . ; TEXTAINER EQUIPMENTINCOME FUND III, L .P . ; TEXTAINEREQUIPMENT INCOME FUND IV, L.P . ;TEXTAINER EQUIPMENT INCOME FUNDV, L.P . ; TEXTAINER EQUIPMENTINCOME FUND VI, L .P.; TEXTAINEREQUIPMENT MANAGEMENT LIMITED ;TEXTAINER FINANCIAL SERVICESCORPORATION ; TEXTAINER CAPITALCORPORATION ; TEXTAINER GROUPHOLDINGS LIMITED ; JOHN A.MACCARONE; and RFH, LTD . ,
Defendants .
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COMP. LAINT
CLASS ACT ION ~ .
JURY TRIAL DEMANDED
Plaintiffs allege as follows:
INTRODUCTION
1 . This is a class action arising out of the proposed sale of all the assets (the "Asse t
dale") of a series of limited partnerships (the "Partnerships") to a newly formed entity known a s
COMPLAINT
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RFH, Ltd . ("RFH") . The principals of RFH have a series of pre-existing business relationships
with the general partner of the Partnerships (the "General Partner") . Moreover, once the Asset
Sale is completed, the General Partner will continue to maintain a significant financial interest in
the sold assets .
2. Approval of the limited partners (the "Limited Partners"), who own 99% of the
economic interest in the Partnerships, is required before the Asset Sale can be consummated . To
that end, the General Partner has disseminated proxy statements (the "Proxy Statements") to thec
Limited Partners soliciting their approval for the Asset Sale .
3 . However, the Proxy Statements are materially false or misleading because they,fail
to disclose that since the time the Partnerships first entered into the Asset Sale agreement with
RFH, the price of the shipping containers, which are the only assets of the Partnerships, have
increased by more then 2 5%.
4. In addition, the process through which the General Partner engaged in the Asset
Sale was fundamentally flawed, as a condition to the bidding was acceptance by the bidder of a
contract through which the General Partner would continue to receive fees from the management
and leasing of the container assets owned by the Partnerships . This continued business
relationship with RFH and the ability of the General Partner to continue to profit from th e
increased prices of shipping containers after the sale of the Partnerships' assets to RFH has
served as a motive to the General Partner in failing to properly disclose the major shift i n
container valuations to the Limited Partners .
5. Defendants have breached their fiduciary duties ar aided and abetted a breach o f
~ fiduciary duties owed to the Limited Partners in seeking approval of the Asset Sale . In thist
Complaint, Plaintiffs seek to remedy that wrong .
JURISDICTION AND VENUE
6. This Court has jurisdiction over this action pursuant to Section 27 of the Securities
Exchange Act of 1934 (the "Exchange Act") 28 U .S.C. § 78aa, and principles of supplemental
jurisdiction, 28 U .S .C. X1367 .
7
GpMFL A ~NT
Venue is properly laid in this District because acts performed in furtherance of the
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transactions complained of in this action occurred in substantial part in this District ,
PARTIES
P lai
8 . (a) Plaintiff Robert Lewis owns the following interests in the Partnerships : (a)
75 units of Textainer Equipment Income Fund II, L .P . ; (b) 325 units of Textalner Equipment
income Fund III , L .P . ; (c) 315 units of Textainer Equipment Income Fund IV, L .P.; and (d) 65
units of Textainer Equipment Income Fund V, L .P .
(b) Plaintiff City Partnerships Co ., a New York partnership in which Plaintiff
Robert Lewis is a general partner, owns the following interest in the Partnerships : (a) 325 units of
Textainer Equipment Income Fund . IT, L .P . ; and (b) 1,000 units of Textainer Equipment Income
Fund III, L .P . .
The Textainer Partnership s
9. Defendants Textainer Equipment Income Fund II, L .P. ("Textainer II") : Textainer
Equipment Income Fund III, L .P. ("Textainer III"), Textainer Equipment Income Fund IV, L .P .
("Textainer IV"), Textainer Equipment Income Fund V, L .P. ("Textainer V"), and Textainer
Equipment Income Fund VI, L .P. ("Textainer VI") are each limited partnerships organized under
California law (and collectively referred to herein as the "Partnerships" or the "Textainer
Partnerships") . The Partnerships are involved in the leasing of shipping containers which they
own. The business affairs of the Partnerships are managed by the General Partner and the
I Partnerships have no employees .
The Textainer Defendants
10 . Defendant Textainer Equipment Management Limited ("TEM" or "Textainer
Management") is an associate general partner of the Partnerships and is responsible for the
management of the Partnerships' leasing operations . TEM is the largest standard dry freight
container leasing company and manages approximately 13% of the equipment held by all
container leasing companies. TEM maintains its principal place of business at 650 California
Street, 16" Floor, San Francisco, California 94108 .
1 1 . Defendant Textainer Financial Services corporation ("TFS" or "Textaine r
I COMPLAINT
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Financial") is the managing general partner of the Partnerships . Textainer Financial maintains its
principal place of business at 650 California Street, 1 6`h Floor, San Francisco, California 94108 .
12 . Defendant Textainer Capital Corporation ("TCC" or "Textainer Capital") owns
defendant TFS and maintains its principal place of business at 650 California Street, 1 Gtn Floor ,
San Francisco, California 94108 .
13 . Defendant John A . Maccarone ("Maccarone") is the President of Textaine r
I Financial .
14. Defendant Textainer Group Holdings Limited ("Textainer Holdings") is the
umbrella company for and owner of Textainer Equipment, Textainer Financial and Textainer
Capital and maintains its principal place of business at 65 0 California street, 16`h Floor, San
Francisco, California 94108 . Textainer Holdings, together with defendants Textainer Equipment,
Textainer Financial, Textainer Capital and Maccarone are collectively referred to herein as the
"Textainer Defendants" or the "General Partner . "
I RFH
15 . (a) Defendant RFH, Ltd . ("RFH") is a Bermuda company which claims to
maintain its offices at Cannon's Court, 22 Victoria Street, Hamilton, HM, Bermuda . RFH was
formed to buy the assets of the Textainer Partnerships and is owned by the following three
entities: (i) FB Aviation & Intermodal Finance Holdings, B .V ., an investment a 1 of Fortis Bank
(Nederland) N .V . ("Fortis Bank"), a Netherlands corporation whose principal office is in
Rotterdam, Netherlands ; (ii) Hakman Capital Corporation ("Hakman"), a California corporation
whose office is in Burlingame, California; and (iii) P&R Equipment and Finance Corporation
("P&R"), a swiss corporation located in Zug, Switzerland .
(b) The general partners of the Textainer Partnerships have had prior contacts
and business transactions with Fortis Bank, Hakman and P&R . An affiliate of Fortis Bank is the
owner of approximately 20% of one of the Textainer companies, Textainer Marine Containers
Limited, a Bermuda company, which is approximately 80% owned by Textainer Limited, one of
the general partners of the Textainer Partnerships. Hakman is the general partner of Intez-modal
partners, for which TEM, a general partner of the Textainer Partnerships, manages a fleet o f
COMPLAINT
containers . TEM also manages a fleet of containers owned by P&R, under a managemen t
agreement in which Hakman is the agent for P&R .
SUBSTANTIVE ALLEGATION S
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The partnerships and Their Business
16. The Partnerships were formed between 1987 and 1995 to purchase, own, operate,
lease and sell equipment used in the containerized cargo shipping industry . Each of the
Partnerships conducted a public offering of its limited partnership units . The total initial capital
raised was approximately $492,682,000 . The Textainer Partnerships are all finite-life business
entities, having been formed with a term of 20 to 21 years . The original business plan of each of
the Textainer Partnerships called for them to begin permanently reducing the size of their fleet of
containers during or after their ninth or tenth full year of operations following the end of thei r
public offering . Designated by the general partners as the "liquidation phase," this component of
the business plan was based primarily on the expected useful lives of the steel shippin g
containers that were originally purchased by each of the Textainer Partnerships .
1 7. Container leasing companies generally, and the Partnerships specifically, are
described by the General Partner as operating businesses comparable to a rental car business . A
customer can lease a car from a bank leasing department for a monthly charge which represents
the cost of the car, plus interest, amortized over the term of the lease ; or the customer can rent the
same car from a rental car company at a much higher daily lease rate. The customer is willing to
pay the higher daily rate for the convenience and value-added features provided by the rental car
company, the most important of which is the ability to pick up the car where it is mos t
convenient, use it for the desired period of time, and then drop it off at a location convenient to
the customer. Rental car companies compete with one another on the basis of lease rates,
availability of cars, and the provision of additional services . They generate revenues by
maintaining the highest lease rates and the highest utilization that market conditions will allow,
and by augmenting this income with proceeds from sales of insurance, drop-off fees, and other
special charges . A large percentage of lease revenues earned by car rental companies are
generated under corporate rate agreements wherein, for a stated period of time, employees of a
COMPLArN'T
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participating corporation can rent cars at specific terms, conditions and rental rates .
18 . Container leasing companies and the Partnerships operate in a similar manner by
owning a worldwide fleet of transportation containers and leasing these containers t o
11 international shipping lines hauling various types of goods among numerous trade routes . All
lessees pay a daily rental rate and in certain markets may pay special handling fees and/or
drop-off charges. In addition to these fees and charges, a lessee must either provide physical
damage and liability insurance or purchase a damage waiver from the Partnerships, in which case
the Partnerships agree to pay the cost of repairing certain physical damage to the containers .
(This latter arrangement is called the "Damage Protection Plan .") The Partnerships, and not the
lessee, is responsible for maintaining the containers and repairing damage caused by norma l
deterioration of the containers . This maintenance and repair, as well as any repairs required
under the Damage Protection Plan, are performed in depots in major port areas by independent
agents retained for the Partnerships by the General Partner . These same agents handle and
cinspect containers that are picked up or redelivered by lessees, and these agents store containers
not immediately subject to re-lease .
19. The majority of the Partnerships' equipment is leased under master operatin g
leases, which are comparable to the corporate rate agreements used by rental car companies . The
master leases provide that the lessee, for a specified period of time, may rent containers at
specific terms, conditions and rental rates . Although the terms of the master lease governing
each container under lease do not vary, the number of containers in use can vary from time to
time within the term of the master lease . The terms and conditions of the master lease provide
that the lessee pays a daily rental rate for the entire time the container is in the lessee's passessiorq
(whether or not it is used), is responsible for certain types of damage, and must insure the
container against liabilities .
20. Equipment not subject to master leases may instead be leased under land-term
lease agreements. Unlike master lease agreements, long-term lease agreements provide for
containers to be leased for periods of between three to five years . Such leases are generally
cancelable with a penalty at the end of each twelve-month period . Another type of lease, a direc t
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finance lease, currently covers a minority of the Partnerships' equipment . Under direct finance
leases, the containers are usually leased from the Partnerships for the remainder of the
container's useful life with a purchase option at the end of the lease term .
The Sa le of the Partnerships' Assets
21 . Textainer II, Textainer III and Textainer IV are currently in their "liquidation
phase" under their original business plans . Regular leasing operations continue during this
phase, but those partnerships are allowing their fleet to permanently d im inish through sales of
containers. Sales of contai ners to date have been made only gradually, rather than in large
transactions . Once the Pa rtnerships have sold substantially all of their fleet and the l iqu idation,
phase has been completed, the Partnerships will begin their final dissolut ion and the w inding up
of the ir bus iness . Textainer V and Textainer VI would normally enter their l iquidati on phases in
2006 and 2007, respectively .
22 . In the first quarter of 2004, the General Partner received an unsolicited inquiry
regarding the possible purchase of the container assets of an equipment leasing partnership
virtually identical in form to the Partnerships .
23 . In May 2044, an Investment Advisory Committee created by defendant Textaine r
Holdings decided to seek bids for the assets held by all of the Textainer Partnerships and sent out
information packages to potential bidders . The sale of the Partnerships' assets, however, was
made subject to the condition that the Textainer Defendants retain their position as the managing
I agent for the assets being sold and the resulting lucrative fees earned thereby .
24 . The highest bid received for the assets of the Textainer Partnerships was
purportedly made by RFH . The original bid prices which RFH agreed to pay were effective as of,
July 1, 2004 and have been adjusted downwards because of a reduction in the number o f
containers owned by the Partnerships and the value of each container by type and year of
manufacture to be purchased . As matters stand now, RFH will make the following payments
totaling more than $97 million for the containers being sold by the Textainer Partnerships :
(a) $10,697 ;939 to Textainer II ;
(b) $18,222,605 to Textainer III ;
COMPLAINT
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(c) 26,479,482 to Textainer IV ;
(d) $27,808,795 to Textainer V ; and
(e) $14,366,746 to Textainer VI .
ZS . RFH is a recently formed Bermuda company, whose three owners, Fortis Bank,
Hakman and P&R, each have prior material contacts and business transactions with the General
Partner . An affiliate of Fortis Bank, one of the three principals of RFH, owns approximately
20% of one of the Textainer companies, Textainer Marine Containers Limited, a Bermud a
company, which is approximately 80% owned by Textainer Limited, one of the general partners
of the Textainer Partnerships . Hakman, another of the three principals of RFH, is the general
partner of Intermodal Partners, for which TEM, a general partner of the Textainer Partnerships,
manages a fleet of containers under a management contract . TEM also manages a fleet of
containers owned by P&R, the other one of the three principals of RFH, under a management
agreement in which Hakman is the agent for P&R .
Th e Sharp Rise in the Prices of Stee l Container s
26. Beginning in 2004, a worldwide steel shortage caused significant increases in new
container prices and limited the number of new containers being built . As a result, demand fo rs
leased containers increased in the first quarter of 2004 and remained strong through all of 2004 .
Indeed, the container utilization levels of the leasing market reached record highs during the firs t
and second quarters of 2004 .
27 . The terms of the agreement for the sale of the Partnerships' assets was entered int o
in or about July 2004 . Since that time, driven by continued increases both in the prices of stee l
(the raw material from which shipping containers are manufactured) and the demand for shipping
containers owing to increased world trade, the prices of shipping containers have continued t o
increase .
28 . The price of new shipping containers have increased in this time frame by
approximately 30% from $1,700 per container to approximately $2,2 50 per container. Thus, the
March 7, 2005, edition of The Wall Street Journal reported, in discussing the recently reported
earnings of China International Marine, that in 2004 "container prices rose 40% ." The prices of
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used shipping containers have enjoyed an even greater increase in value since prices for used
containers are directly related to the cost of replacement by new containers .
The Textainer Defendants Make Material Misrepresentations of Fact in an Effort to Gainthe Necessa Limited Partner A royal for the Sale of the Partnerships' Assets
29. Approval of the Asset Sale proposal by the Limited Partners at a related series of
special meetings is a condition to the Partnership's participation in the Asset Sale . The
affirmative vote of Limited Partners holding more than 50% of units of limited partnership
interest in each of the Partnerships that were outstanding as of the record date, January 20, 2005,
is required to approve the Asset Sale proposal .
a0 . In an effort to obtain the approval of the Limited Partners, the Textainer
Defendants have disseminated a Proxy Statement for a Special Meeting of the Limited Partners
to the holders of limited partnership units of each of the Textainer Partnerships, with the Prox y
Statements being substantially identical in form (collectively referred to herein as the "Prox y
Statements") .
31 . The Textainer Defendants, in the Proxy Statements, breach their fiduciary duty of
full disclosure and honest dealings by failing to disclose the material fact that the prices of
shipping containers have risen dramatically since the time that the terms of the sale were first
initially agreed to in July 2004 .
32. In addition, in the Proxy Statements, the Textainer Defendants have breached their
fiduciary duties of honest dealings and full disclosure by making the following materially
misleading representations of fact :
° Market conditions at historically high levels have increased theattractiveness of the container fleet to prospective buyers .
Selling now avoids having to liquidate assets under timeconstraints and uncertain market conditions in future years due to expiration ofnormal lives of the Textainer Partnerships .
° Selling now eliminates the risk and uncertainty of possible futuredownturns in market conditions for leased and used containers .
.fee Proxy Statement at p .4 .
33 . Those statements are materially false and misleading because they fail to disclos e
COMPLAINT
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that since the time the Textainer Defendants agreed on a price with RFH, the price of shippin g
I containers has increased by more than 30%.
34 . The Textainer Defendants included a cover letter (the "Maccarone Letter") dated
January 21, 2005 which accompanied the Proxy Statements sent to the Limited Partners and
which was signed by defendant Maccarone on behalf of defendant Textainer Financial . The
Maccarone Letter, among other things, stated that :
The Asset Sale will provide you with the opportunity to liquidateyour investment in the Partnership[s] for cash at a price and onterms that the general partners believe are fair to and in the bestinterests of the limited partners of the Partnership[s] .
35 . This statement in the Maccarone Letter is materially false and misleading because ,
in truth and in fact, the sale of the Textainer Partnerships' assets on theterms currently proposed
would represent a sale at a price below prevailing market values and is, therefore, not in the best
interests of the Limited Partners . Indeed, the Textainer Defendants have failed to obtain a n
opinion from any independent financial advisor or expert attesting to the purported fairness of the
terms of the Asset Sales as of the date of the Proxy Statements .
CLASS ACT ION ALLEGATIONS
36. Plaintiffs bring this action as a class action under Rule 23 of the Federal Rule Of
Civil Procedure on behalf of a class (the "Class") consisting of all persons who were limite d
partners of the Textainer Partnerships on the date the Proxy Statements were filed with the
Securities and Exchange Commission ("SEC") and disseminated to the Limited Partners .
cExcluded from the Class are the defendants herein, members of the immediate families of the
defendants, and any subsidiary, affiliate, or controlled person of any such person or entity .
37. The Class is so numerous that joinder of all members is impracticable . As of the
date the Proxy Statements were mailed, there are hundreds, if not thousands, of Limited Partners
who received the Proxy statements .
38 . Plaintiffs' claims are typical of the claims of the other members of the Class, sinc e
Plaintiffs and all members of the Class sustained damages arising out of Defendants' conduct i n
violation of law as complained of herein .
COMPLAIN T
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39. Plaintiffs will fairly and adequately protect the interests of the members of the
Class and have retained counsel competent and experienced in class action and investor
litigation .
40. A class action is superior to other available methods for the fair and efficient
adjudication of this controversy since joinder of all members is impracticable . Furthermore, as
the damages suffered by individual members of the Class may be relatively small, the expense
and burden of individual litigation make it impossible for the members of the Class individually
to redress the wrongs done to them . There will be no difficulty in the management of this action
as a class action .
41 . 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 :
(a) whether the Textainer Defendants violated Section 14(a) of the Exchange
Act in issuing the Proxy Statements and the accompanying Maccarrone Letter ;
(b) whether the Textainer Defendants have breached their fiduciary duty of
full disclosure, due care, and fair and honest dealings in seeking the approval of the Limited
Partners for the Asset Sale;
(c) whether the Textainer Defendants breached their fiduciary duty of good
faith and loyalty in making the safe of the Partnerships' assets subject to a requirement that the
Textainer Defendants continue to obtain fees from the management of the shipping containers
owned by the Partnerships ;
(d) whether the terms of the proposed Asset Sale is fair to the Partnerships and
the Limited Partners ;
(e) whether RFH is liable for aiding and abetting the Textainer Defendants
breaches of their fiduciary duties to the Limited Partners ; and
(f ) the appropriate relief for the wrongs complained of in this Complaint .
FIRST CLAIM FOR RELIE F
42. Plaintiffs repeat and reallege each and every allegation contained above as if se t
9491 11 COMPLAINT
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forth fully herein .
43. This claim for relief is brought by plaintiffs on behalf of the Class against the
Textainer Defendants for violations of Section 14(a) of the Exchange Act and Rule 14a-9 [17
C.F.R . §240 .1 4a-9] promulgated thereunder by the SEC, which prohibits the making of
materially false or misleading statements in a proxy statement.
44. The misstatements and omissions alleged above were material . Defendants namedwere
in this Claim for Relief made or were responsible for making the misstatements .and omissions .
Defendants named in this Claim for Relief knew or should have known that the Limited Partners
would not be fully informed of all material facts because of these misstatements or omissions in
the Proxy Statement, as alleged above .
45. Plaintiffs, the Limited Partners, have been injured by the material misstatements
and omissions contained in the Proxy statements .
46. The Limited Partners are entitled to recover damages to compensate them for all
damages resulting from the acts and omissions of defendants named in this Claim for Relief in
violation of Section 14(a) of the Exchange Act .
47 . Less than two years have elapsed from the time plaintiff discovered or reasonably
could have discovered the facts upon which this Complaint is based to the time this Complaint
was filed.
SECOND CLAIM FOR RELIE F
48. This Claim for Relief is brought by Plaintiffs on behalf of the Class against
Defendants for breach of their fiduciary duties in connection with the Asset Sale .
49 . Defendant Textainer Financial, as the managing general partner for the Textainer
Partnerships, owes fiduciary duties of care, loyalty and good faith to the Limited Partners .
50. Defendant Textainer Management, as the associate managing general partner for
the Textainer Partnerships, owes fiduciary duties of care, loyalty and good faith to the Limited
Partners .
51 . Defendant Textainer Capital as the owner of Textainer Financial owes fiduciary
duties of care, loyalty and good faith to the Limited Partners .
9491 11 COMPLAINT
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52 . Defendant Maccarone as the President of Textainer Financial owes fiduciary
duties of care, loyalty and good faith to the Limited Partners .
53 . As set forth above, the Textainer Defendants engaged in self dealing andc
conflicted transactions that were unfair to the Limited Partners by requiring that any purchaser of
the assets of the Textainer Partnerships continue to retain the Textainer Defendants as managing
agents for those assets . The Textainer Defendants effectively stood on both sides of the Asset
Sale. Accordingly, the Defendants must prove that the Asset Sale was entirely fair to the Limited
Partners .
54. Defendant RFH knowingly aided and abetted the Textainer Defendants in their
breach of their fiduciary duties to the Limited Partners .
5 5. Plaintiffs have no adequate remedy at law .
THIRD CLAIM FOR RELIE F
56. Plaintiffs repeat and reallege each and every allegation contained above as if set
forth fully herein .
57. This Claim for Relief is brought by Plaintiffs on behalf of the Class against the
Textainer Defendants for breach of their fiduciary duties in connection with the representations
made in the Proxy Statements and the Maccarone Letter soliciting Limited Partners' approval of
the Asset Sale .
58. In making the materially false or misleading statements alleged above, the
Textainer Defendants have breached their fiduciary duty of candor to the Limited Partners .
PRAYER FOR RELIEF
WHEREFORE, Plaintiffs respectfully rthat the Court grant the following equitablereques t~
and other relief:
(A) Certifying this action as a class action and certifying Plaintiffs as the
representatives of the Class and appointing Plaintiffs as Lead Plaintiffs pursuant to Section 21 D
of the Exchange Act . 15 U .S.C . §78u-4 ;
(B) Enjoining the Textainer Defendants from proceeding with the Special Meetings
until full and adequate disclosure of the value of the Partnerships' assets is properly made to th e
9491 11 COMPLAINT
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Limited Partners ;
(C) Preliminarily and permanently enjoining the Partnerships from engaging in the
Asset Sale under the terms currently proposed ;
(D) In the alternative, if no injunction is granted, rescinding the Asset Sale or
awarding damages to Plaintiffs and the Class ;
(E) Ordering such other relief that the Court deems equitable and just, including
awarding interest, attorneys' fees and costs .
DEMAND FOR TRIAL BY JURY
Plaintiffs demand a trial by jury on all claims on which a jury trial is available .
Dated: March 8, 2005 GOLD BENNETT CERA & SIDENER LL P
By :Solomon B. Cera
and-
ABRAHAM FRUCHTER & TWERSKY LLP
Attorneys for Plaintiffs
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281
CERTIR A lt)N OF PLAXN't'l"
1, Robcrt Lewis, hereby certify that the fbltnwi~ir, Is true and -urrrxx to the bust of my
Icna~vlcdgc, information and beliefc
1 . ! have reviewed and authorized counsel to file the attar Class Action ~omplaint
a134ng violatiofls ofSsx`liuus 14(a) and of the Securities Eatchao9c Act of 1934 and the named
defendants breached their fiduciary duties with respect to the proposed sale of the assets of
Textainer Equipment Income Fund IL L? . (I'extainer ll"): Textziner Equipment Income Fund 1'IC,
L.P. ("Tectainer 3II"% Textainer Equiptamt income Fund TV, L .P, {"Te1ctaiatec N'1 Textainer
Equipment Income Fund V, Lk' . C"Textainer r% and Textainer Equipment Income Funr3'tTf, i' . .P.
("Textginec V1") (collectively referred to herein as the "Textainer Parmersbipej.
t~s2. Neither I nor CityPartn=hips Co . purchased the stcvrities that are thesubject: of
action at the dirt c t i nn ofcounsel or in order t o poxticipate in thi s private action .
3 . City Partnerships and T are willing to serve as a representative party on behalfof the
Ctass% including providing testimony at deposition and trial, if necessary .
4. To the best of my knowledge, l owned pcrsonH23y the following uicemsts in thu
Texlainerl'aztnerships : 75'uuiis afTextainerI) ; 325 its ofTwainer lll; 3 15 units of Textainer IV ;
and 65 units of Textainer V. Also, to the best of myknnw3cdge, pity PartnersEps Co . owned die
following interest s in the Textainer Partnerships, 3 25 units of'i'extainer H. and 1,ODD units o f
Tcdainer ill.
5 . 1 have sought to serve as a class rcp=sentative in an individual capacity in the
following actions arising under the federal securities laws filed within the past three ytsrs ; Levis
v_ Q .R.I .. Inc. . et el.. CC8 03-CV-1171 (D, Md.).
b, 1 will not accept anypayment for serving as class representative on behalf ofthe clas s
beyond my pro rata share of any recovery, except as ordered or approved by the court, including an y
award for reasonable tiusts tints expenses (incl uding I05t wages) directly relating to the representation
of the, r.]M
Signed u nder the penalties of perjury this ~L day of
..evEns ma tviauauy anu[ as aPartnerofCi tyPartrecships Co.