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1
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AMENDED COMPLAINT II
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EXTRACTED KEY WORDS
FINANCIAL STATEMENTS INVENTORY ACT PARAGRAPHS MISLEADING GAAP DELOITTE PLAINTIFFS DEFENDANTS REGISTRATION STATEMENT VIOLATIONS AUDIT ACCORDANCE SECURITIES ACT EXCHANGE ACT SERV-TECH REGISTRATION STATEMENT COMMON STOCK CLASS PERIOD DISCLOSURE BACKWARDATION MANAGEMENT CMP ACCOUNTING UNDERWRITER DEFENDANTS AUDIT OPINIONS PROSPECTUS COMMISSION CONNECTION ALLWASTE MERGER |
1. As discussed below in paragraphs 320 through 323,
Philip repeatedly undertook massive inventory builds during
periods of backwardation.
X.
VIOLATIONS OF GAAP AND SEC REGULATIONS
2. The SEC requires that publicly-traded companies present
their financial statements in accordance with GAAP. 17 C.F.R.
210.4-01(a)(1).
3. Financial statements filed with the SEC which are not
prepared in accordance with GAAP "will be presumed to be
misleading or inaccurate, despite footnote or other disclosures,
unless the Commission has otherwise provided." 17 C.F.R.
210.4-01(a)(1).
4. Item 303 of Regulation S-K, promulgated by the SEC
under the Exchange Act, imposes a duty on public companies to
disclose in periodic reports filed with the SEC "known trends or
any known demands, commitments, events or uncertainties" that are
reasonably likely to have a material impact on a company's
revenues, income or liquidity, or to cause previously reported
financial information not to be indicative of future operations
results. 17 C.F.R. § 220.303(a)(1)-(3) and Instruction 3.
5. In addition to the period reports required under the
Exchange Act, management of a public company has a duty "to make
full and prompt announcement of material facts regarding the
SNIPPETS:
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2
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AMENDED COMPLAINT I
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EXTRACTED KEY WORDS
PHILIP COMMON STOCK COMMON STOCK PLAINTIFFS OFFERING PURSUANT PARAGRAPHS FINANCIAL STATEMENTS DEFENDANTS MISLEADING MATERIALLY FALSE SHARES SUB-CLASSES UNDERWRITER EARNINGS PRICE ALLWASTE REGISTRATION STATEMENT SERV-TECH REGISTRATION STATEMENT UNITED STATES CLASS ACTION MISREPRESENTATIONS GAAP METALS RECOVERY RELEVANT TIMES RESTATEMENT MISSTATEMENTS LEAD PLAINTIFF SECURITIES INVESTMENT BANKING FIRM TOTAL PROCEEDS |
27343_1.wp
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
------------------------------x: Civil Action No.
IN RE: PHILIP SERVICES CORP. : 98 CV 835 (MBM)
SECURITIES LITIGATION ::
------------------------------x: CONSOLIDATED AND AMENDED
THIS DOCUMENT RELATES TO: : CLASS ACTION COMPLAINT
ALL ACTIONS :: JURY TRIAL DEMANDED
------------------------------x
Plaintiffs, individually and on behalf of all other persons
similarly situated, by their undersigned attorneys, for their
consolidated and amended class action complaint, allege upon
personal knowledge as to themselves and their own acts, and upon
information and belief as to all other matters, based upon, inter
alia, the investigation, as detailed in paragraph 14 below, made
by and through their attorneys:
I.
NATURE OF ACTION
1. Plaintiffs bring this lawsuit as a class action on
behalf of themselves and all purchasers of Philip Services Corp.
("Philip" or the "Company") common stock and call options during
the period February 28, 1996 through and including May 7, 1998
(the "Class Period"), and on behalf of sub-classes consisting of:
a) all purchasers of Philip common stock issued in the secondary
public offering (the "November 1997 Offering") pursuant to the
Registration Statement declared effective by the Securities and
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