1 MICHAEL J. BARER (No. 56492
STEVEN N. SHERR (No. 161252
2 MARK A. SHEFT (No. 183732
LISA A. TURBIS (NO. 191797 I
3 TYLER J. FULLER (No. 197177
HOWFF) tC&m&EROVS L , CANADY,
4 A Professional Corporation
5 Three Embarcadero Center, 7th Floor
San Francisco, California 9411 l-4065
6 Telephone: 415/434-1600
Facsimile: 415/217-5910
7 GREGORY L. CURTNER
8 A. MICHAEL PALIZZI
Admitted Pro Hat Vice
9 MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.
1450 Broadway, 41 st Floor
10 New York, New York 10018
Telephone: 2 12/704-4400
11 Attorneys for Plaintiffs
12 ALLEN T. GILLILAND TRUST, et al.
13 SUPERIOR COURT OF THE STATE OF CALIFORNIA
14 CITY AND COUNTY OF SAN FRANCISCO
15 UNLIMITED JURISDICTION
16 ALLEN T. GILLILAND TRUST, b and No. 989891
17 through its co-trustees, Gloria J. Gil r iland
and Robert M. Hosfeldt; GLORIA J. Action Filed: September 26,
18 GILLILAND TRUST, by and through its
trustee Gloria J. Gilliland; the 1983 SECOND AMENDED COMPLAINT
19 HOSFELDT FAMILY TRUST, b and FOR DAMAGES
through its trustee Robert M. Hos r eldt;
20 ROBERT M. HOSFELDT, an individual; (Jury Trial Demanded)
GLORIA J. GILLILAND, an individual;
21 BERNARD REICHMUTH! an individual; (1) Violation of Cal. Corp.
ROBERT RISHWAIN, an individual; and 25501,25504;
22 IUR DEVELOPMENT, INC. PENSION (2) Violation of California
PLANS, by and through its trustee Robert Code @25401,25501 and
23 Rishwam; (3) Breach of Fiduciary Duty I;
(4) Constructive Fraud I;
24 Plaintiffs, (5) Negligent
V. (6) Breach of Fiduciary Duty
25 (7) Constructive Fraud II;
H&F MOBILEMEDIA PARTNERS, LLC; (8) Intentional
26 HELLMAN & FRIEDMAN CAPITAL (9) Violation of Section 11
PARTNERS II, L.P.; HELLMAN & Act of 1933,15 U.S.C.
27 FRIEDMAN INVESTORS, L.P.; (10) Violation of Section
HELLMAN & FRIEDMAN INVESTORS, Securities Act of
28 VTMW);
-l-
SECOND AhfENDED COMPLAINT FOR DAMAGES
SNIPPETS:
San Francisco, California 9411 l-4065
HELLMAN; TULLY M. FRIEDMAN;
HELLMAN FAMILY TRUST; FRIEDMAN FAMILY TRUST; JOHN L. 5 BUNCE, JR.; MITCHELL R. COHEN; GENE P.
13 communications that included untrue statements of material fact and/or omitted to state
16 business and affairs of MobileMedia.
MobileMedia's stock has been delisted and is no longer quoted on NASDAQ.
material facts, and/or omitted material facts necessary to make the statements made, in light
Plaintiffs purchased
MobileMedia shares, sold pursuant to the false and misleading statements,
This action is brought on 10 behalf of the Allen Gilliland Trust by its co-trustees,
Federal Securities Act of 1933 and California Corporation Code Section
10 Limited Partnership, transacting business at One Maritime Plaza, San Francisco, Qlifomia,
15 at relevant times a member of the Hellman & Friedman Group, as hereinafter defined.
MobileMedia, directly or indirectly, within the meaning of section 15 of the 1933 Act and 10
personally and through the affiliated Hellman & Friedman entities sued --x4 -h%rein;-over-72%
In that connection, MobileMedia retained E&Y to examine its financial statements, to issue
At all relevant times, defendant E&Y held itself out to the public, and to MobileMedia, its
Defendant E&Y was an expert accountant which gave written consent to be named in the
Plaintiffs incorporate herein, as if fully set forth, each and every allegation contained in
operations and with respect to certain major changes in the company's method,of marketing 10
15 FCC rules and regulations, particularly those regarding licensing, as well as to disclose
11 representations made by defendant Cohen and the Hellman & Friedman defendants,
majority of its Board of Directors, eliminating experienced senior management and Board
On June 2 1, 1995, E&Y consented to the inclusion of its Audit Report containing
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