NEW YORK, Aug. 31, 2009 (GLOBE NEWSWIRE) -- The law firms of Wexler Wallace, LLP and Squitieri & Fearon, LLP announced today that a class action lawsuit, captioned Katz v. Gerardi et al., No. 09-Cv-01340-WYD-CBS, was filed in the United States District Court for the District Of Colorado on behalf of plaintiffs Jack P. Katz, Steven A. Stender and Infinity Clark Street Operating (the "Plaintiffs"). The complaint asserts claims pursuant to Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, Sections 10(b) and 20(a) of the Securities and Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, against Defendants Ernest A Gerardi, Jr., Ruth Ann M. Gillis, Ned S. Holmes, Robert P. Kogod, James H. Polk III, John C. Schweitzer, R. Scot Sellers, Robert H. Smith, Stephen R. Demeritt, Charles Mueller, Jr., Caroline Brower, Mark Schumacher, Alfred G. Neely, Archstone-Smith Operating Trust, Archstone-Smith Trust, Tishman Speyer Archstone Smith Multifamily Series 1 Trust and Tishman Speyer Development Corporation (collectively, the "Defendants").
Plaintiffs assert claims on behalf of a Class consisting of all persons who were holders of A-1 or similar common units ("A-1 Units") of Archstone-Smith Operating Trust (majority-owned by Archstone-Smith Trust, formerly traded under NYSE:ASN) between May 27, 2007 and October 5, 2007 (the "Class Period"), whose A-1 Units were later either exchanged for cash or converted to Series O Preferred Units ("O Units") in a new company called Archstone, which was created through a merger transaction whereby the Archstone-Smith Operating Trust was taken private through entities controlled by Tishman Speyer and Lehman Brothers (the "Merger").
The complaint alleges that Defendants structured the Merger as a multi-step transaction that deprived the A-1 Unit-holders of material benefits associated with A-1 Units and distributed a Merger Agreement, a Prospectus and a Registration Statement that were materially false and misleading, thereby coercing Plaintiffs and members of the Class to accept new A-1 Units with materially inferior economic terms and thereafter coercing members of the Class to either sell their new A-1 Units for $60.75 per unit, a price which significantly under-valued the original A-1 Units and which caused the sellers to incur substantial capital gains tax liability, or to purchase Series O Units in the new private company that rose out of the Merger, which units Defendants knew had substantially inferior rights as compared with the original A-1 Units and which significantly declined in value following closing of the Merger and are now worth a fraction of what Defendants represented them to be worth in the Prospectus and Registration Statement.
Plaintiffs seek to recover all statutory compensatory damages and rescissory damages on behalf of themselves and all members of the Class, which is divided into two subclasses: (a) the "Cash-Out Subclass" consisting of all persons whose new A-1 Units were cashed out for $60.75; and (b) the "Series O Subclass" consisting of all persons who were coerced to sell the new A-1 Units in exchange for Series O Units issued pursuant to the materially defective, false and/or misleading Prospectus and Registration Statement. Excluded from the Class are the Defendants and members of their immediate families, any entity in which a defendant has a controlling interest, the heirs, successors and assignees of any such excluded party, as well as any affiliates or subsidiaries of Lehman Brothers.
If you were a holder of A-1 Units of Archstone Smith Operating Trust during the Class Period and, upon closing of the Merger, had your A-1 Units either exchanged for cash or converted to Series O Units in Archstone and sustained damages, you may, no later than October 30, 2009, request that the Court appoint you as lead plaintiff, if you so choose. A lead plaintiff is a representative party that acts on behalf of other class members in directing the litigation. In order to be appointed lead plaintiff, the Court must determine that the class member's claim is typical of the claims of other class members, and that the class member will adequately represent the class. Under certain circumstances, one or more class members may serve together as lead plaintiff. Your ability to share in any recovery is not, however, affected by the decision of whether or not to serve as a lead plaintiff.
You may retain Wexler Wallace, LLP, Squitieri & Fearon, LLP, or other counsel of your choice to serve as your counsel in this action. Wexler Wallace, LLP (www.wexlerwallace.com) and Squitieri & Fearon, LLP (www.sfclasslaw.com) have significant experience and expertise prosecuting class actions on behalf of investors and shareholders. If you wish to discuss this action or have any questions concerning this notice or your rights or interests with regard to this case, please contact Plaintiffs' counsel: Kenneth Wexler of Wexler Wallace, LLP at (312) 346-2222 or KAW@wexlerwallace.com; or Lee Squitieri of Squitieri & Fearon, LLP at (212) 421-6492 or lee@sfclasslaw.com.