UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF FLORIDA
TAMPA DIVISION
____________________________________
FLORENCE FOSTER, on behalf of )
herself and all others similarly situated, )
)
Plaintiff, )
)
v. )
PINNACLE HOLDINGS INC., STEVEN )
R. DAY, JEFFREY J. CARD, and )
ROBERT WOLSEY )
Defendants. )
___________________________________ )
Plaintiff makes the following allegations, except as to allegations specifically
plaintiff and her counsel, based upon the investigation undertaken by plaintiff's counsel, which
investigation included analysis of publicly-available news articles and reports, public filings,
releases and other matters of public record.
NATURE OF THE ACTION
1. This is a class action on behalf of all purchasers of the common stock of
Holdings Inc., ("Pinnacle" or the "Company") between January 18, 2000 and March 17, 2001,
inclusive, (the "Class Period"), seeking to pursue remedies under the Securities Exchange Act of
(the "Exchange Act").
2. During the Class Period defendants issued press releases and filed public
with the Securities and Exchange Commission ("SEC"), touting the Company's increasing financial
strength through numerous acquisitions of wireless tower sites, as well as its recent acquisition
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assets from Motorola, Inc. In response, the price of Pinnacle securities traded at over $75 per
March, 2000.
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Plaintiff makes the following allegations, except as to allegations specifically pertaining to
Holdings Inc., ("Pinnacle" or the "Company") between January 18, 2000 and March 17, 2001,
independence of Pinnacle's accounting firm, PriceWaterhouse Coopers, and also revealed that
was investigating the Company's accounting for certain aspects of the Motorola acquisition.
Company assured investors, however, that its publicly issued financial statements were, at
December 31, 1999 and its quarterly reports for the three months ended September 30, 1999,
1337 and 1367 and Section 27 of the Exchange Act.
Plaintiff purchased Pinnacle securities during the Class Period,
Defendant Pinnacle is a provider of wireless communications site rental space in the
The individual defendants, at all times relevant to this action, served in the capacities
and caused plaintiff and other members of the Class to purchase Pinnacle
Plaintiff brings this action as a class action pursuant to Federal Rule of Civil Procedure
Period misrepresented and/or omitted to disclose material facts about the business, finances,
Pinnacle is a wireless communications site rental space.
The sale included all the assets and operations
Motorola's towers will enhance a number of our existing tower clusters and enable us to
On January 18, 2000, Pinnacle's previously announced registration of common stock
The Prospectus registered 9,200,000 shares, with a proposed maximum offering price per
For the nine months ended September 30, 1999, the Motorola communications sites generated
and capitalize all of the acquisition costs associated with the Motorola acquisition.
In addition to the acquisitions in today's announcement, we are, as expected, seeing many
report on Form 10-K were false and misleading, and included materially misstated financial
Discussion and Analysis" section of the public filings, including the 1999 10-K:
On March 10, 2000, Pinnacle stock traded at $76.75 per share.
accounting principles, causing Pinnacle securities to remain at artificially inflated levels.
As a result of these materially false and misleading statements and failures to disclose,
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