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Postponement of Fairness Hearing: Pursuant to an order by Judge Deborah Batts, the
Fairness Hearing scheduled on January 20, 2009 at 3:00 pm for consideration of the
proposed settlement with defendant PricewaterhouseCoopers LLP has been adjourned
until further notice. No hearing will be held on January 20, 2009. When a new Fairness
Hearing is scheduled, we will update this website. |
Welcome to the AIG Securities Litigation - PwC Settlement website.
The following is a summary of information presented in more detail in the Notice
of Proposed Settlement, Motion for Attorneys' Fees and Expenses Award and Fairness
Hearing (the "Notice"), which Class Members should have received in the mail, and
which you can access by clicking on the box with that name to the left. Since this
is just a summary, you should see the full Notice for additional details.
Please read this information carefully. If you are a Class Member (as defined below),
your rights will be affected by these proceedings and you may be entitled to receive
benefits under a proposed settlement.
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If You Purchased or Otherwise Acquired Securities Issued by American International
Group, Inc. During the Period From October 28, 1999 Through April 1, 2005, Inclusive,
("Class Period") and Were Damaged Thereby, You May Be Entitled to Share in a $97.5
Million Settlement With Defendant PricewaterhouseCoopers LLP.
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All the claims against the Non-Settling Defendants are continuing to be litigated.
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Securities Brokers and other Nominees: Please see instructions at the end of the
Notice.
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Settlement Fairness Hearing
The Court will hold a Settlement Fairness Hearing at 3:00 pm on January 20, 2009
before the Honorable John E. Sprizzo, in the United States District Court for the
Southern District of New York, United States Courthouse, 500 Pearl Street, New York,
New York 10007, to determine:
- Whether the proposed Settlement is fair, reasonable and adequate and should be approved
by the Court;
- Whether the claims against PwC should be dismissed with prejudice as set forth in
the Agreement of Compromise and Settlement (the "Stipulation");
- Whether the proposed Settlement Class should be certified and Lead Plaintiff be
appointed as Class Representative;
- Whether the proposed Plan of Allocation for distributing the Settlement to Class
Members is fair and reasonable and should be approved;
- Whether the application by Lead Plaintiff's counsel for an award of attorneys' fees
and reimbursement of litigation expenses should be approved; and
- Whether the application by Lead Plaintiff for reimbursement of its costs and expenses
should be approved.
The issuance of this Notice is not an expression of the Court's opinion on the merits
of any claim in the Action, and the Court still has to decide whether to approve
the Settlement. If the Court approves the Settlement, payment will be made after
all appeals, if any, are resolved and after the completion of all claims processing.
Please be patient
What is this case about?
After the first alleged disclosures about the market division fraud were reported
to the public on October 14, 2004, ten class action complaints were filed against
AIG and others (but not PwC), and the cases were transferred to Judge Laura Taylor
Swain. The complaints included class periods of October 28, 1999 to October 15,
2004, and alleged Section 10(b) claims. After hearing fully-briefed motions regarding
appointment of a lead plaintiff and lead counsel to pursue the proposed class action,
Judge Swain, by order dated February 7, 2005, appointed the Ohio State Funds as
Lead Plaintiff; appointed Labaton Sucharow LLP (at the time known as Goodkind Labaton
Rudoff & Sucharow LLP) and Hahn Loeser & Parks LLP as Lead Plaintiff's counsel.
On April 19, 2005, Lead Plaintiff filed a Consolidated First Amended Complaint,
which included claims based on both the market division fraud and the accounting
fraud, alleged a class period of October 28, 1999 through March 30, 2005, named
additional defendants, including PwC; and added claims under Section 11 and 15 of
the Securities Act.
On May 16, 2005, the San Francisco Employees' Retirement System filed a separate,
purportedly new securities class action complaint against AIG and others that alleged
causes of action based solely on the accounting frauds disclosed in the spring of
2005. After reviewing motions on the appointment of Lead Plaintiff related to this
claim, the Court held a hearing on July 18, 2005 and found that the Ohio State Funds
would serve as the Lead Plaintiff for all the claims at issue.
Between November and December 2005 defendants in the Action filed motions to dismiss
the Action in its entirety, submitting hundreds of pages of briefing and affidavits.
The Court denied all of these motions, except one, in April and May 2006. After
the denial of the motions, Lead Plaintiff, the Ohio State Funds, and Lead Counsel
began to conduct formal discovery into the facts of the case. (Prior to filing its
first complaint, Lead Plaintiff's counsel had engaged in a thorough investigation
of the publicly available information about the claims, including contact with former
employees of AIG and the other defendants.) Defendants and approximately 42 non-parties
have produced approximately 45 million pages of documents, which includes more than
28 million pages produced by PwC. Counsel for Lead Plaintiff has reviewed and analyzed
virtually all of the documents produced to date. In addition, Lead Plaintiff has
taken more than a dozen fact depositions to date.
On February 20, 2008, Lead Plaintiff moved to certify a litigation class in the
Action. In connection with that motion, the Ohio State Funds produced more than
267,000 pages of documents to defendants, and more than 14 witnesses from the Ohio
State Funds and their 10 external investment advisers have been deposed. On August
20, 2008, AIG submitted its opposition to class certification and on September 23,
2008, all non-settling defendants submitted their opposition papers. Lead Plaintiff
must reply to the opposition briefs and the Court has scheduled a hearing to determine
whether the entire Action should be certified for litigation purposes.
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As noted above, Lead Plaintiff and PwC have now reached an agreement to settle the
claims against PwC in the Action on terms that are summarized here. Lead Plaintiff
and PwC, through their counsel, have engaged in substantial arm's-length negotiations
in an effort to resolve all claims that have been or could have been asserted in
the Action against PwC. Lead Plaintiff's counsel and PwC's counsel have conducted
numerous meetings and conferences, including multiple mediation sessions before
a former federal judge who acted as an independent mediator, in which the terms
of the Settlement detailed here were negotiated.
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IMPORTANT DATES & DEADLINES |
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File a Proof of Claim:
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Postmarked no later than January 28, 2009 |
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Request an Exclusion: |
Postmarked no later than December 30, 2008 |
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File Objection: |
Postmarked no later than December 30, 2008 |
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Settlement Fairness Hearing:
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January 20, 2009 at 3:00 p.m. in the United States District Court for the Southern
District of New York |
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The Defendants have denied Lead Plaintiffs' allegations and have vigorously defended
the Action. Nonetheless, the Defendants have concluded that further conduct of the
Litigation would be protracted and expensive and have, therefore, determined that
it is desirable that the Litigation be settled. All the claims against the Non-Settling
Defendants are continuing to be litigated.
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Terms of the Settlement
In exchange for the Settlement and dismissal of the Released Claims, PwC has agreed
to fund a $97.5 million (before interest) account to be divided, after deduction
of Court-awarded attorneys' fees and expenses, Lead Plaintiff expenses, Notice and
Administrative Expenses, and any applicable taxes, ("Distribution Amount") among
all Class Members who timely submit valid Proof of Claim forms that show a Recognized
Loss. Your share of the fund will depend on several things, including: (1) the amount
of Recognized Losses of other Class Members who file valid Proofs of Claim; (2)
how many AIG Securities you bought; (3) how much you paid for them; (4) the type
of security bought; (5) when you bought them; (6) whether or when you sold them
(and, if so, for how much you sold them).
Your Recognized Loss will be calculated according to the formula shown below in
the Plan of Allocation. It is unlikely that you will get a payment for your entire
Recognized Loss, given the number of potential Class Members with Recognized Losses.
After all Class Members have sent in their Proof of Claim forms, the payment you
get will be a portion of the Distribution Amount equal to your Recognized Loss divided
by the total of all Class Members' Recognized Losses and multiplied by the total
Distribution Amount. (See the Plan of Allocation beginning on page 8 for more information.)
Once all the Proofs of Claim are processed and claims are calculated, Lead Plaintiff's
counsel, without further notice to the Settlement Class, will apply to the Court
for an order distributing the Distribution Amount to the members of the Settlement
Class. Counsel will also ask the Court to approve payment of the Claims Administrator's
fees and expenses incurred in connection with administering the Settlement that
have not already been reimbursed.
The Rights of the Settlement Class Members
If you are a Settlement Class Member, you have the following options:
- To qualify for a payment, you must timely send in a completed Proof of Claim
form with supporting documents (DO NOT SEND ORIGINALS) to the Claims Administrator.
A Proof of Claim form is being circulated with this Notice. You may also get a Proof
of Claim form on the Internet at the websites for the Claims Administrator: www.AIGSecuritiesLitigationPwCSettlement.com,
or Lead Plaintiff's counsel: www.labaton.com. Please read the instructions carefully,
fill out the Proof of Claim form, include all the documents the form asks for, sign
it, and mail it to the Claims Administrator by first class mail, postmarked no later
than January 28, 2009. The Claims Administrator needs all of the information requested
in the Proof of Claim in order to determine what you may be entitled to.
- Each Class Member will be bound by all determinations and judgments in this
Action concerning the Settlement, whether favorable or unfavorable, unless such
person mails, by first class mail, a written request for exclusion from the Settlement
Class, postmarked no later than December 30, 2008, addressed to In re AIG Securities
Litigation ? PwC EXCLUSIONS, c/o Complete Claim Solutions, LLC, P.O. Box 9417, Minneapolis,
MN 55440-9417. No person may exclude himself, herself or itself from the Settlement
Class after this deadline. You may not exclude yourself by telephone or e-mail.
In order to be valid, each request for exclusion must set forth the name and address
of the person or entity requesting exclusion, must state that such person or entity
"requests exclusion from the PwC Settlement Class in In re AIG Securities Litigation,
Master File No. 04-8141 (JES)" and must be signed by such person or entity. The
following information must also be provided: a daytime telephone number; date(s),
price(s), and number(s) of shares of all purchases and sales of AIG Securities during
the Class Period. Requests for exclusion will not be accepted if the requests do
not include the required information or if the requests are not made within the
time stated above, unless the requests for exclusion are otherwise accepted by the
Court.
If a Class Member requests to be excluded from the Settlement Class, that Class
Member will not receive any benefit provided for in the Stipulation and Agreement
of Settlement.
- If you are a Settlement Class Member and you do not properly exclude yourself
from the Class, you will remain a member of the Class, be eligible to share in the
settlement fund and be bound by any and all determinations or judgments in the Litigation
in connection with the settlement entered into or approved by the Court and will
release all of the Released Claims against the Released Persons, whether or not
you submit a valid Proof of Claim.
- Any Class Member who does not request exclusion by December 30, 2008 may ask
the Court to consider their objection to any of the matters to be considered at
the Fairness Hearing (and may also appear at the Fairness Hearing) provided, however,
that no such person shall be heard unless his, her or its objection is made in writing
and is filed, together with copies of all other papers and briefs to be submitted
to the Court at the Fairness Hearing, by him, her or it (including proof of all
purchases and sales of AIG Securities during the Class Period) with the Clerk's
Office at the United States District Court for the Southern District of New York,
United States Courthouse, 500 Pearl Street, New York, New York 10007, postmarked
no later than December 30, 2008, and is served on the same day, by first class mail,
hand or overnight delivery to both Counsel for Lead Plaintiff and the Settlement
Class and the Attorneys for Defendant PwC as noted on page 15 of the Notice.
Further Information
Further information regarding the Litigation, the Notice and how to file your claim
may be obtained by contacting the claim administrator or reading the through the
Notice and Proof of Claim link at the left.
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