McINERNEY KIRBY LLP JOANNE M. CICALA IRA M. PRESS 830 Third Avenue, 10' h Floor New York, New York 10022 Telephone: [phone] [phone] Facsimile: GLANCY BINKOW & GOLDBERG LLP LIONEL Z. GLANCY MICHAEL GOLDBERG 1801 Avenue of the Stars, Suite 311 Los An g eles, California 90067 Telephone: [phone] Facsimile: [phone] LAW OFFICE OF KENNETH A. ELAN KENNETH A. ELAN 217 Broadway, Room 606 New York, New York 10007 [phone] Telephone:
Attorneys for Plaintiff
UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY WARREN PINCHUK, Individually and On Behalf of All Others Similarly Situated, Plaintiff, v. No. CLASS ACTION
COMPLAINT FOR VIOLATION OF THE FEDERAL SECURITIES PRUDENTIAL FINANCIAL, INC., FREDERIC K. BECKER, LAWS GORDON M. BETHUNE, GASTON CAPERTON, GILBERT F. CASELLAS, JAMES G. CULLEN, WILLIAM H. GRAY III, JON F. HANSON, CONSTANCE J. HORNER, KARL J. KRAPEK, ARTHUR F. RYAN, PETER B, SAYRE, DENNIS G. SULLIVAN, JAMES A. UNRUH, CITIGROUP GLOBAL MARKETS INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, MORGAN STANLEY & CO. INCORPORATED. UBS SECURITIES LLC, WACHOVIA CAPITAL MARKETS, LLC, BANC OF AMERICA SECURITIES LLC, RBC CAPITAL MARKETS CORPORATION. J.P. MORGAN SECURITIES INC. AND PRICEWATERHOUSECOOPERS LLP, DEMAND FOR JURY TRIAL Defendants.
NATURE OF THE ACTION 1. This is a securities class action on behalf of all persons who acquired depositary shares of the 9% Junior Subordinated Notes (the "Securities") of Prudential Financial, Inc. ("Prudential" or the "Company") pursuant and/or traceable to the registration statement and prospectus (collectively, the "Registration Statement") issued in connection with the June 2008 initial public offering of the Securities (the "Offering."). JURISDICTION AND VENUE "). The claims asserted herein arise under and pursuant to 11, 12(a)(2) and 15 of the Securities
Act of 1933 (the "Securities Act"), 15 U.S.0 77k, 771(a)(2) and 77o. 3. This Court has jurisdiction over the subject matter of this action pursuant to 28 U.S.C.
1331 and 22 of the Securities Act. 4. Venue is proper in this District pursuant to 28 U. S.C. 1391(b), because Prudential maintains
offices in this District, the Underwriter Defendants conduct business in this District, and many of the acts and practices complained of herein occurred in substantial part in this District. 5. In connection with the acts alleged in this Complaint, defendants, directly or indirectly, used
the means and instrumentalities of interstate commerce, including, but not limited to, the mails, interstate telephone communications and the facilities of the national securities markets. PARTIES 6. Plaintiff Warren Pinchuk acquired the Securities pursuant or traceable to the Offerin g, and
has been damaged thereby, as is reflected in the attached certification. 7. Defendant Prudential is a financial services company that offers a variety of products,
including life insurance, annuities, retirement-related services, mutual funds, investment
2
management and real estate services. It is headquartered in Newark, New Jersey. 8. Defendant Frederic K. Becker was, at relevant times, a director of the company. Becker
signed the false and misleading Registration Statement. 9. Defendant Gordon M. Bethune was, at relevant times, a director of the company. Bethune
signed the false and misleading Registration Statement. 10. Defendant Gaston Caperton was, at relevant times, a director of the company. Caperton
signed the false and misleading Registration Statement. 11. Defendant Richard J. Carbone was, at relevant times, Senior Vice President and Chief
Financial Officer of the company, Carbone signed the false and misleading Registration Statement. 12. Defendant Gilbert F. Casellas was, at relevant times, a director of the company. Casellas
signed the false and misleading Registration Statement. 13. Defendant James G. Cullen was, at relevant times, a director of the company. Cullen signed
the false and misleading Registration Statement. 14. Defendant William H. Gray III was, at relevant times, a director of the company. Gray
signed the false and misleading Registration Statement. 15. Defendant John F. Hanson was, at relevant times, a director of the company. Hanson signed
the false and misleading Registration Statement. 16. Defendant Constance J. Horner was, at relevant times, a director of the company. Horner
signed the false and misleading Registration Statement. 17. Defendant Karl J. Krapek was, at relevant times, a director of the company. Krapek signed
the false and misleading Registration Statement. 18. Defendant Arthur F. Ryan was, at relevant times, Chairman, Chief Executive Officer and a
3
director of the company. Ryan signed the false and misleading Registration Statement. 19. Defendant Peter B. Sayre was, at relevant times, Controller of the company. Sayre signed
the false and misleading Registration Statement. Defendant Dennis G. Sullivan was, at relevant times, Vice President (Principal Accounting Officer) of the company. Sullivan signed the false and misleading Registration Statement. 21. Defendant James A. Unruh was, at relevant times, a director of the Company. Unruh signed
the false and misleading Registration Statement. 22. The defendants referenced above in 118-21 are referred to herein as the "Individual
Defendants." Defendant Citigroup Global Markets Inc. ("Citigroup Global") is the brokerage and securities arm of Citigroup. Citig,roup Global was an underwriter for the Offering. Defendant Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") provides capital markets services, investment banking and advisory services, wealth management, asset management, insurance, banking, and related products and services on a global basis. Merrill Lynch was an underwriter for the Offering. 25. Defendant Morgan Stanley & Co. Incorporated ("Morgan Stanley") is a global financial
services firm that, through its subsidiaries and affiliates, provides its products and services to customers, including corporations, governments, financial institutions and individuals. Morgan Stanley assists public and private corporations in raising funds in the capital markets (both equity and debt), as well as providing strategic advisory services for mergers, acquisitions and other types of financial transactions. Morgan Stanley was an underwriter for the Offering. 26. Defendant UBS Securities LLC ("UBS") provides a range of financial products and services
4
worldwide. UBS was an underwriter for the Offering. 27. Defendant Wachovia Capital Markets, LLC ("Wachovia") provides a range of financial
products and services worldwide. Wachovia was an underwriter for the Offering. 78. Defendant J.P. Morgan Securities Inc. ("J.P. Morgan") is a subsidiary of JPMorgan Chase
& Co., a leading global financial services firm with assets of S2.2 trillion. The firm is a leader in investment banking, financial services for consumers, small business and commercial banking, financial transaction processin g., asset management and private equity. J.P. Morgan was an underwriter for the Offering. 79. Pursuant to the Securities Act, the defendants referenced in 11 1 23-28 above are referred to
herein as the "Underwriter Defendants." 30. Defendant PricewaterhouseCoopers LLP ("PwC") served as Prudential's auditor during the
relevant period and certified Prudential's financial statements. CLASS ACTION ALLEGATIONS 31. Plaintiff brings this action as a class action pursuant to Federal Rule of Civil Procedure 23(a)
and (b)(3) on behalf of a class consisting of all persons or entities who acquired the Securities pursuant or traceable to the Company's false and misleading Registration Statement for the Offering and who were damaged thereby (the "Class"). Excluded from the Class are defendants, the officers and directors of the Company, at all relevant times, members of their immediate families and their legal representatives, heirs, successors or assigns, and any entity in which defendants have or had a controlling interest. 32. The members of the Class are so numerous that joinder of all members is impracticable. The
Securities were actively traded on the NYSE. Plaintiff believes that there are hundreds of members
5
in the proposed Class. Members of the Class may be identified from records maintained by Prudential or its transfer agent and may be easily notified of the pendency of this action. 33. Plaintiff's claims are typical of the claims of the members of the Class as all members of the
Class are similarly affected by defendants' wrongful conduct in violation of federal law that is complained of herein. 34. Plaintiff will fairly and adequately protect the interests of the members of the Class and has
retained counsel competent and experienced in class and securities litigation, 35. Common questions of law and fact exist as to all members of the Class and predominate over
any questions solely affecting individual members of the Class. Among the questions of law and fact common to the Class are: (a) whether the Registration Statement misrepresented or omitted material facts; and (b) to what extent the members of the Class have sustained damages and the proper measure of damages. 36. A class action is superior to all other available methods for the fair and efficient adjudication
of this controversy since joinder of all members is impracticable.
THE FALSE AND DEFECTIVE REGISTRATION STATEMENT AND PROSPECTUS
37. On or about March 16, 2006, Prudential filed with the Securities and Exchange Commission
a Form S-3 Registration Statement and Prospectus using a "shelf' registration process, which permitted Prudential to sell securities described in one or more offerings. 38. On February 27, 2008, Prudential filed its annual report Form 10-K with the SEC for the year
2007 which set forth Prudential's assets, liabilities, earnings and revenues. This Form 10-K was incorporated by reference into the Registration Statement. The Form 10-K also included an audit statement by PwC. 6
39.
The Registration Statement further incorporated by reference Prudential's Form 10-Q filed
with the SEC on May 1, 2008 for the quarter ended March 31, 2008. That Form 10-Q reported net income of $69 million, assets of $478.3 billion, and total stockholders' equity of $22.7 billion. 40. On or about June 24, 2008, Prudential filed its Prospectus Supplement for the Offering,
which forms part of the Registration Statement. Pursuant to the Registration Statement, Prudential sold 36.8 million shares of the Securities to the public at S25 per share in the Offering. 41. The Registration Statement/Prospectus Supplement was materially false or misleading in that
the Registration Statement/Prospectus Supplement failed to disclose that the company's assetbacked securities collateralized with subprime mortgages were impaired to a greater extent than the Company had disclosed. PRUDENTIAL'S TRUE CONDITION IS REVEALED 42. On February 4, 2009, the Company reported a net loss for its Financial Services Businesses
of S1.096 billion (S2.42 per Common share) for the year ended December 31, 2008, compared to net income of S3.512 billion ($7.61 per Common share) for 2007. 43. On February 5, 2009, on the Company's fourth quarter 2008 earnings conference call,
defendant Carbone made the following statements: The impairments of goodwill and joint venture investments amounted to S653 million on a pretax basis. This charge reflects the write-off of the entire balances of goodwill for three areas the variable annuity business we acquired from Allstate, our international investments business and our real estate and relocation business, as well as a portion of our operating and joint venture investment in our international investments business.
The S1.2 billion of impairments and credit-related losses on sales included S570 million for fixed maturities, S601 million for the equities, and S21 million from other investments. The S570 million for fixed maturities reflected S506 million of impairments, including S400 million that were credit-related, and S64 million for 7
sales of credit-impaired securities. S214 million of these losses were on subprime paper, with the remainder primarily on corporate holdings in services, manufacturing and finance sectors. The credit-related impairments and losses on sales totaling about S460 million compared to a range of S300 million to $400 million that we had estimated for credit losses on our Investor Day back in December.
Roughly S1.8 billion of total gross unrealized losses at year-end relates to subprime holdings, an increase of $600 million from the third quarter, as the market for these securities weakened when expected government purchases under the TARP program failed to materialize, and the residential housing market continued to decline. 44. On February 10, 2009, Bloomberg reported: Prudential Financial Inc., the second-largest U.S. life insurer, may be downgraded by Moody's Investors Service after two straight quarterly losses. "Depressed equity markets will not only increasingly raise the cost of the variable annuity business for the company, but could also result in additional impairments," the ratings firm said today in a statement on the Newark, New Jerseybased insurer. 45. In response to these disclosures, the price of the Securities declined from S21.30 on February
9, 2009 to $20.10 the next day. 46. On February 19, 2009, following further reports of rating downgrades, the price of the
Securities declined further to S16.09. COUNT I Violations of Section 11 of the Securities Act 47. 48. Plaintiff repeats and realleges each and every allegation contained above. This Count is brought pursuant to 11 of the Securities Act, 15 U.S.C. 77k, on behalf of the
Class, against all defendants. 49. The Registration Statement was false and misleading, contained untnie statements of
8
material facts, omitted to state other facts necessary to make the statements made not misleading, and omitted to state material facts required to be stated therein. 50. Prudential is the registrant of the Offering. As issuer of the shares, Prudential is strictly
liable to plaintiff and the Class for the misstatements and omissions. 51. Each of the Individual Defendants named in this Count signed or authorized the signing of
the Registration Statement or were identified in the Prospectus. 52. The Underwriter Defendants named herein were responsible for the contents and
dissemination of the Registration Statement. 53. PwC acted as Prudential's auditor and was named by consent as having certified Prudential's
financial results included in its 2007 Form 10-K, which were included in the Registration Statement. 54. None of the defendants named herein made a reasonable investigation or possessed
reasonable grounds for the belief that the statements contained in the Registration Statement were true and without omissions of any material facts and were not misleading. 55, Plaintiff acquired the Securities pursuant and/or traceable to the Registration Statement for
the Offering. 56. Plaintiff and the Class have sustained damages. At the time of their purchases of the Securities, plaintiff and other members of the Class were without knowledge of the omissions alleged herein and could not have reasonably discovered those facts prior to February 2009. Thus less than one year has elapsed from the time that plaintiff discovered or reasonably could have discovered the facts upon which this Complaint is based and the time plaintiff filed this Complaint.
9
COUNT II Violations of Section 12(a)(2) of the Securities Act Against Prudential and the Underwriter Defendants 57. 58. Plaintiff repeats and realleges the allegations set forth above as if set forth fully herein. By means of the defective Prospectus, the defendants named herein assisted in the sale of
shares of the Securities to plaintiff and other members of the Class. 59. The Prospectus contained untrue statements of material fact, and concealed and failed to
disclose material facts, as detailed above. 60. Plaintiff did not know, nor in the exercise of reasonable diligence could have known, of
the misrepresentations in or omissions from the Prospectus at the time plaintiff acquired the Securities. 61. As a direct and proximate result of defendants' violations of Section 12(a)(2), plaintiff
and the other members of the Class damaged in connection with their purchases of the Securities. Members of the Class who still hold such shares have the right to rescind their purchases, and hereby tender their shares to the defendants sued herein. COUNT III Violations of Section 15 of the Securities Act Against the Individual Defendants Plaintiff repeats and realleges each and every allegation contained above. 63. This Count is brought pursuant to 15 of the Securities Act, 15 U.S.C. 77o, against the
Individual Defendants. 64. Each of the Individual Defendants was a control person of Prudential by virtue of his or
her position as a director of Prudential which allowed each of these defendants to exercise
10
control over Prudential and its operations. PRAYER FOR RELIEF WHEREFORE, plaintiff prays for relief and judgment, as follows: A. Determining that this action is a proper class action and certifying plaintiff as a
Class Representative; B. Awarding compensatory and/or rescission damages in favor of plaintiff and the
other Class members against defendants; C. Awarding plaintiff and the Class their reasonable costs and expenses incurred in
this action, including counsel fees and expert fees; and D. Such equitable/injunctive or other relief as deemed appropriate by the Court. JURY DEMAND Plaintiff hereby demands a trial by jury. Dated: April 6, 2009 KIRBY McINERNEY LLP 7.-21/11(
By:
4111
ne M. Cicala Ira M. Press 825 Third Avenue, 16 th Floor New York, NY 10022 Telephone: [phone] Facsimile: [phone] GLANCY BINKOW & GOLDBERG LLP Lionel Z. Glancy Michael Goldberg 1801 Avenue of the Stars, Suite 311 Los Angeles, California 90067 Telephone: [phone] Facsimile: [phone]
11
LAW OFFICE OF KENNETH A. ELAN
KENNETH A. ELAN 217 Broadway, Room 606 New York, New York 10007 Telephone: [phone]
11
_. CERTIFICATION O PLAIN-F1Fr P URS V_AZLIaFi LiLSZOLmilES lE
'Warren
Plituhuok ("plaintiff") declares, as",.:c me nlairns Ozer-Led under the f
*-11
securities laws, that: 1. Plaintiff has revivced complaints fled agn;72 -st Su-4Trusrt. Banks., Inc.
("Stoi.rruFt'), and has alf.thorized thetilir of a $:cnilar ccxiiplaint.on p:aOttift's benalf. PlainciiTtetairis . Kirt,y McInerney LLP and such oo-crainsel s h deems appropriate lc assoeiate won to ourme action On tin ntimcnt fee basis. 2. Plaintiff did nut pi.. g cliase
kuiTrust
sedu cities at. tl-it; atrecoon ot
s
capunscl or in Lir,:ter to participate. it this private acarin.
3.
PlairaifC)s willing to ser, s , it5 a representative party; on behalf of the
014.ss,
i e i.dirpruvidiog testimony at deposition and trial, it: rizziesiary.
4. h Ptsintiffs transactions io SunTrust sec-uritics durink. the clai.ts period st tr t ;,r1
thc inomplaiilt are set forth blow un the ana-i:hed Scbed.ule.A. 5.
5-C
IThring the Carte ye.srs print . to ens c.la-te of this cfn:trtrication,. plaintiff nzq not
ritd or 5, oughz to sante as a raprasentative party for a chissin any actio.zi . filed under the fpdiral:
t`A
$ecuxities
cept as Li.5-tttii bclow:
In Pe: Cifigroup SEIritricie yticrifL t17 Ci-y. 990: (S -LS:
6. Plaintiff will not aceept . any payment for serving; asita representative pn.tty
exceTt as orcicNtj oc behe.Lf of the da.ss beyond the -plaintiiT 3 pro rota share of any dat.:s neativ4ry,
appco v ect by the Court.
Case 2:09-cv-01758-JLL-CCC Document 1
Filed 04/10/2009 Page 14 of 15
1, dcxlzre undo
Dc;7el y
of perjcsn' tha' die ibz p -going is !rui: imd c q ;-reci Z.x=cti^ed
:da e)
(.munch) ,r
r
SCHEDULE A Transactions of Plaintiff in Prudential Financial. Inc.: Date 6/25/08 9/15/08 12/15/08 3/16/09 Purchased/Sold Purchased Purchased Purchased Purchased Number of Shares 1.000 18.75 29.1335 36.276 Price Per Share $25.00 $25.00 $19.67 $16.2487
fts.18 44 (itcv I2/07, NJ 5j0S)
CIVIL COVER SHEET
The IS 44 civil cover sheet and the information contained herein neither replace nor supplement the filing and service of pleadings or other papers as required by law, except as pros ided by local rules of court. This form, approved by the Judicial Conference of the United States in September 1974, is required for the use of the Clerk of Court for the purpose of initiating the ci v il docket sheet: (SEE INSTRUCTIONS ON THE REVERSE OF THE FORM.)
1. (a) PLAINTIFFS WARREN PINCHUK, Individually and On Behalf of All Others Similiarly Situated,
(b) (c) County of Residence of First Listed Plaintiff
DEFENDANTS Prudential Financial, Inc., et. al. (See attached)
County of Residence of First Listed Defendant
Palm Beach, FL.
Essex County
Attorney's (Firm Name, Address, Telephone Number and Entail Address)
KIRBY McINERNEY LLP 825 Third Avenue, 16th H., New York, NY 10022 (Telephone) 212-371-6600 Joanne M. Cicala - Email: [e-mail] II. BASIS OF JURISDICTION
O I U.S. Government Plaintiff (Place an "X" in Onc )3ox Only)
NOTE: IN LAND CONDEMNATION CASES. USE THE LOCATION OF 311r. LAND INVOLVED. Attorney's (If Known)
III. CITIZENSHIP OF PRINCIPAL PARTIE s (Place an i'X'' in Oast Box for Plaintiff (Fur Diversity Cases Only) PTF Citizen of This State 3 I DEF 0 I and One Ron (or Defendant) FIT DEF Iricorporuted or Principal Place 0 4 04 of Business In This State 0 5 05
X 3 Federal Question (U.S. Government Not a Party)
O 2 11.5. Government Defendant
0 4 Diversity (Indicate Citizenship or Panics in Item 111)
Citizen of Another State
0 2
0 2 Incorporated niniTl rinelpal Place of Business In Another State
Citizen or Subject of a Forei g n
0 3 Foreign Nation 0 5 06 0 3 Country BANKRUPTCY 0 422 Appeal 28 USC 158 0 423 Withdrawal 28 USC 157 OTHER STATUTES
IV. NATURE OF SUIT
CONTRACT
(Place an " X i in One Box Only) TORTS
FORFEITURE/PENALTY
PERSONAL INJURY 0 610 A g riculture PERSONAL INJURY O 110 lasaranee 0 620 Other Food & Drug 0 362 Personal Injury - 0 310 Airplane O 120 Marine 0 625 Drug Related Seizure Med. Malpractice 0 315 Airplane Product O 130 Miller Act of Property 21 USC. 881 0 365 Personal Injury - Liability 0 140 Ncaoutthic instrument 0 636 Liquor Less; Product Liability O I SO Recovery of 0) eruuyinent 0 320 A,S11Jit, Libd 6:1 0 640 R.R. & Truck 0 360 Asbestos Personal Slander if): En:bre:anent of Judgment 0 650 Airline Re yes. Injury Product 0 336 Federal Employers' O 151 Medicare Act 0 660 Occupational Liability liability O 152 Recovery of Di:Inched SafetylHealth PERSONAL PROPERTY 0 340 Marinc SIIILLIII Loans 0 370 Other Fraud 0 690 Other 0 3-15 Marine Product (Excl. Veterans) LABOR 0 371 'froth in Lending Liability O 133 Rectivet-)t of Of erpayilt.t 0 300 Other Personal 0 710 Fair Labor Standards 0 3511 Motor Vehicle of Veteran's fienetits Act 0 355 Motor Vehicle Property Damage O 16C Stockholders' Suits 0 385 Property Damage El 720 LaborlivIgnst. Relations Product Liability O 190 Other Contract 0 730 LaboriMarra.Reportina Product Liability O 193 Contract Product liability 0 360 Other Personal & Disclosure Act Injury O 196 Franchise PRISONER PETITIONS 0 740 Railway Labor Act CIVIL RIGHTS REAL PROPERTY 1 0 790 Other Labor Litigation 0 441 Votin g0 510 Motions to Vacate 3 210 Land Condemnation 71 79I EcTI, Ret lee. Sentence 0 442 Employment 0 220 Foreclosure Security Act Habeas Corpus: Lease ess Ejectment 3 Housinal 0 44 o 230 R2 n 11 0 530 General Accommodations -0 240 Torts to Land IMMIGRATION 0 335 Death Penalty 3 444 Welfare 0 245 Tor: Product Liabilit) 0 4 4 5 Amer winisabilities - 0 540 Mantlannts & Other 0 462 Naturalization Application 0 '290 All Other Real Property 0 463 Habeas Corpus - Employment 0 550 Civil Riehts Alien Detainee 0 446 Amer. wiDisabilities - 0 555 Prison Condition 0 465 Other ImmiQ.ration Other Actions 3 440 Other Civil Rights
0 400 State Rcapponiocimaut 0 410 Antitrust 0 430 Banks and Banking 0 450 Gommensi 0 460 Deportation PROPERTY RIGHTS 0 470 Racketeer Intluenced nod 0 820 Copyrights 0 830 Patent Corrupt Organizations 0 480 Consumer Credit 0 840 Trademark 0 490 Cable/Sai TV 0 8:0 Seicetive Service 850 Seettritiesfaininadities, SOCIAL SECURITY (1395th) 0 861 HIA Exchanue 0 1)75 Customer Challeniai 0 862 Black Luna (923) 0 863 DIWC/DIWW (405(g)) 12 USC 3410 0 890 Other Statutory Actions 0 864 SSID Title XVI 0 865 RSI (405(0 0 391 Agricultural Acts FEDERAL TAX SUITS 0 892 Economic Stsb:hzatiort Act 0 893 Environmental Matters 0 870 Taxes (U.S. Plaintiff 0 894 Energy .Alloc:it:cti Act or Delendnot) 0 895 Freedom ollnIhrination 0 871 IRSThird Party 26 USC 7609 Act 0 900Appeal oi Fee Determination Under Equal Access to Justice 0 950 Consiltatienalin . or State Sta:L.Ics
A
0 4 Reinstated or 0 3 Remanded from 0 7 Removed from Original Reopened Appellate Court State Court Proceedin g. (specit
Al
V. ORIGIN
(Place an "X" in One Box Only)'
0 5 Transferredfr osin D 6 aher district not
3")
Appeal. to District
i'vlultidistrict Litigation
07
Judge trust
Magistrate
Judument ra In
.
Cite the U.S. Civil Sumac under which you are Wiry" (Do not ci l te jurisdictional statutes upless diversity):
V I. CAUSE OF ACTION
Violations o sec. Ii, 11(a)(2) and 1308 the Securities Act ot 1 u,.ii
A CLASS ACTION
Brief description of cause:
VII. REQUESTED IN COMPLAINT: VIII. RELATED CASE(S)
ti eanaon. ''' tl ''
0 CHECK IF THIS IS
(See instructions):
Ulass members acquired securities pursuant or traceable to false and misleading 11-'o statements.
DEMAND 5 CHECK. YES only if detnanded in complaint:
JURY DEMAND: ENDER E.R.C.F. 23
' 1,4t4t;-ec-Lf-dal
Jose L. Linares facts.
2( Yes 0 No
JUDGE
DOCKET NUMBER
2: 09 -CV-01120
The allegation and claims arise from similar' nd . r .p. - -
DA'I'L
.SIGNATURE OF ATTORNEY OF RECORD
JS 44 Reverse (Rev. 12/07. NJ 1.105)
INSTRUCTIONS FOR ATTORNEYS COMPLETING CIVIL COVER SHEET FORM JS 44
Authority For Civil Cover Sheet The JS 44 civil cover sheet and the information contained herein neither replaces nor supplements the filin g s and service of pleadin g or other papers as required by law, except as provided by local rules of court. This form, approved by the Judicial Conference of the United States in September 1974, is required for the use of the Clerk of Court for the purpose of initiatin g the civil docket sheet. Consequently, a civil cover sheet is submitted to the Clerk of Court for each civil complaint filed. The attorney filin g a case should complete the form as follows: I. (a) Plaintiffs-Defendants. Enter names (last, first, middle initial) of plaintiff and defendant. If the plaintiff or defendant is a g overnment a g ency, use only the full name or standard abbreviations. If the plaintiff or defendant is an official within a g overnment a g ency, identify first the a g ency and then the official, giving both name and title. (b) County of Residence. For each civil case filed, except U.S. plaintiff cases, enter the name of the county where the first listed plaintiff resides at the time of filin g . In U.S. plaintiff cases, enter the name of the county in which the first listed defendant resides at the time of filin g . (NOTE: In land condemnation cases, the county of residence of the "defendant" is the location of the tract of land involved.) (c) Attorneys. Enter the firm name, address, telephone number, and attorney of record. If there are several attorneys, list them on an attachment, noting in this section "(see attachment)". Jurisdiction. The basis of jurisdiction is set forth under Rule 8(a), F.R.C.P., which requires that jurisdictions be shown in pleadin g s. Place an "X" in one II. of the boxes. If there is more than one basis ofjurisdiction, precedence is g iven in the order shown below. United States plaintiff. (I) Jurisdiction based on 28 U.S.C. 1345 and 1348. Suits by a g encies and officers of the United States are included here. United States defendant. (2) When the plaintiff is suin g the United States, its officers or a g encies, place an "X" in this box. Federal question. (3) This refers to suits under 28 U.S.C. 1331, where jurisdiction arises under the Constitution of the United States, an amendment to the Constitution, an act of Con g ress or a treaty of the United States. In cases where the U.S. is a party, the U.S. plaintiff or defendant code takes precedence, and box I or 2 should be marked. Diversity of citizenship. (4) This refers to suits under 28 U.S.C. 1332, where parties are citizens of different states. When Box 4 is checked, the citizenship of the different parties must be checked. (See Section III below; federal question actions take precedence over diversity cases.) Residence (citizenship) of Principal Parties. This section of the JS 44 is to be completed if diversity of citizenship was indicated above. Mark this section III. for each principal party. IV. Nature of Suit. Place an "X" in the appropriate box. lithe nature o f suit cannot be determined, be sure the cause faction, in Section VI below, is sufficient to enable the deputy clerk or the statistical clerks in the Administrative Office to determine the nature of suit. If the cause fits more than one nature of suit, select the most definitive. V. Origin. Place an "X" in one of the seven boxes.
Original Proceedin g s. (I) Cases which ori g inate in the United States district courts. Removed from State Court. (2) Proceedin g s initiated in state courts may be removed to the district courts under Title 28 U.S.C., Section 1441. When the petition for removal is g ranted, check this box. Remanded from Appellate Court. (3) Check this box for cases remanded to the district court for further action. Use the date of remand as the filin g date. Reinstated or Reopened. (4) Check this box for cases reinstated or reopened in the district court. Use the reopenin g date as the filin g date. Transferred front Another District. (5) For cases transferred under Title 28 U.S.C. Section 1404(a). Do not use this for within district transfers or multidistrict liti g ation transfers. Multidistrict Litigation. (6) Check this box when a multidistrict case is transferred into the district under authority of Title 28 U.S.C. Section 1407. . 7 N`hen tnis box is checked, do not check (5) above. Appeal to District Jud g e front Magistrate Jud g ment. (7) Check this box for an appeal from a magistrate jud g e's decision. Cause of Action. Report the civil statute directly related to the cause of action and g ive a brief description of the cause. Do not cite jurisdictional statutes VI. U.S. Civil Statute: 47 USC 553 unless diversity. Example: Brief Description: Unauthorized reception of cable service VII. Requested in Complaint. Class Action. Place an "X" in this box if you are filin g a class action under Rule 23, F.R.Cv.P.
Demand. In this space enter the dollar amount (in thousands of dollars) bein g demanded or indicate other demand such as a preliminary injunction. Jury Demand. Check the appropriate box to indicate whether or not a jury is bein g demanded. VIII. Related Cases. This section of the JS 44 is used to reference related pendin g cases if any. If there are related pendin g cases, insert the docket numbers and the corresponding jud g e names for such cases. Provide a brief explanation of why the cases are related. Date and Attorney Signature. Date and si g n the civil cover sheet.
Attachment to Civil Cover Sheet Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 Frederick K. Becker, c/o Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 Gordon M. Bethune c/o Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 Gaston Caperton c/o Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 Gilbert F. Casellas c/o Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 James G. Cullen c/o Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 William H. Gray, III c/o Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 Jon F. Hanson c/o Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 Constance J. Horner c/o Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 Karl J. Krapek c/o Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 Arthur F. Ryan c/o Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 Peter B. Sayre c/o Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 Dennis G. Sullivan c/o Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 James A. Unruh c/o Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10080 Attn: Manager of Person in Charge Merrill Lynch, Pierce, Fenner & Smith Incorporated c/o CT Corporation System 111 Eighth Avenue New York, New York 10011 Morgan Stanley & Co. Incorporated c/o CT Corporation System 111 Eighth Avenue New York, New York 10011
UBS Securities LLC c/o Corporation Service Company 80 State Street Albany, New York 12207 Wachovia Capital Markets, LLC c/o Corporation Service Company 80 State Street Albany, New York 12207 Bank of America Securities LLC c/o CT Corporation System 111 Eighth Avenue New York, New York 10011 RBC Capital Markets Corporation Royal Bank Plaza 200 Bay Street Toronto Ontario M5JW7 Canada J.P. Morgan Securities Inc. c/o CT Corporation System 111 Eighth Avenue New York, New York 10011 PriceWaterHouseCoopers LLP c/o CT Corporation System 111 Eighth Avenue New York, New York 10011
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sta AO 44() (Rev n410 g 1
Civil
Slimmonc
UNITED STATES DISTRICT COURT
for the
District of New Jersey WARREN PINCHUK, Individually et al.
Plaintiff
V.
)
)
)
Civil Action No.
PRUDENTIAL FINANCIAL, INC., et at
Defendant
)
)
Summons in a Civil Action
To: (Defendant's name and address) (See Attached)
A lawsuit has been filed against you. Within 20 days after service of this summons on you (not counting the day you received it), you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of the Federal Rules of Civil Procedure. The answer or motion must be served on the plaintiff's attorney, whose name and address are:
If you fail to do so, judgment by default will be entered against you for the relief demanded in the complaint. You also must file your answer or motion with the court.
Name of clerk of court
Date:
04/07/2009
Format mm/dd/yyyy Deputy clerk's signature
(Use 60 days if the defendant is the United States or a United States agency. or is an officer or employee of the United States allowed 60 days by Rule 12(a)(3).)
AO 440 (Rev. 04/08) Civil Summons (Pa2e 2)
Proof of Service
I declare under penalty of perjury that I served the summons and complaint in this case on by: , (1) personally deliverin g a copy of each to the individual at this place,
(2) leaving a copy of each at the individual's dwelling or usual place of abode with who resides there and is of suitable age and discretion; or
Format mm/dd/yyyy
; or
(3) delivering a copy of each to an agent authorized by appointment or by law to receive it whose name is (4) returning the summons unexecuted to the court clerk on
I
; or .; or Format mm/dd/yyyy
(5) other (specifi9
My fees are
for travel and
for services, for a total of
0.00
Date: IFormat mm/dd/yyyy
Server's signature
Printed name and title
Server's address
Attachment to Summons Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 Frederick K. Becker, c/o Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 Gordon M. Bethune c/o Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 Gaston Caperton c/o Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 Gilbert F. CaseIlas c/o Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 James G. Cullen c/o Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 William H. Gray, III c/o Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 Jon F. Hanson do Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 Constance J. Homer c/o Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 Karl J. Krapek c/o Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 Arthur F. Ryan c/o Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 Peter B. Sayre c/o Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 Dennis G. Sullivan c/o Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 James A. Unruh c/o Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10080 Attn: Manager of Person in Charge Merrill Lynch, Pierce, Fenner & Smith Incorporated c/o CT Corporation System 111 Eighth Avenue New York, New York 10011 Morgan Stanley & Co. Incorporated c/o CT Corporation System 111 Eighth Avenue New York, New York 10011
UBS Securities LLC c/o Corporation Service Company 80 State Street Albany, New York 12207 Wachovia Capital Markets, LLC c/o Corporation Service Company 80 State Street Albany, New York 12207 Bank of America Securities LLC c/o CT Corporation System 111 Eighth Avenue New York, New York 10011 RBC Capital Markets Corporation Royal Bank Plaza 200 Bay Street Toronto Ontario M5JW7 Canada J.P. Morgan Securities Inc. c/o CT Corporation System 111 Eighth Avenue New York, New York 10011 Price WaterHouseCoopers LLP c/o CT Corporation System 111 Eighth Avenue New York, New York 10011
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