KIRBY McINERNEY LLP JOANNE M. CICALAsecurities.stanford.edu/filings-documents/1042/PHR... · 21. Defendant James A. Unruh was, at relevant times, a director of the Company. Unruh

KIRBY McINERNEY LLPJOANNE M. CICALAIRA M. PRESS830 Third Avenue, 10' h FloorNew York, New York 10022Telephone: (212) 371-6600Facsimile: (212) 751-2540

GLANCY BINKOW & GOLDBERG LLPLIONEL Z. GLANCYMICHAEL GOLDBERG1801 Avenue of the Stars, Suite 311Los Angeles, California 90067Telephone: (310) 201-9150Facsimile: (310) 201-9160

LAW OFFICE OF KENNETH A. ELANKENNETH A. ELAN217 Broadway, Room 606New York, New York 10007Telephone: (212) 619-0261

Attorneys for Plaintiff

UNITED STATES DISTRICT COURTDISTRICT OF NEW JERSEY

WARREN PINCHUK, Individually and On Behalf of All OthersSimilarly Situated, No.

Plaintiff, CLASS ACTION

v. COMPLAINT FOR VIOLATIONOF THE FEDERAL SECURITIES

PRUDENTIAL FINANCIAL, INC., FREDERIC K. BECKER, LAWSGORDON M. BETHUNE, GASTON CAPERTON, GILBERTF. CASELLAS, JAMES G. CULLEN, WILLIAM H. GRAY III,JON F. HANSON, CONSTANCE J. HORNER, KARL J.KRAPEK, ARTHUR F. RYAN, PETER B, SAYRE, DENNISG. SULLIVAN, JAMES A. UNRUH, CITIGROUP GLOBALMARKETS INC., MERRILL LYNCH, PIERCE, FENNER &SMITH INCORPORATED, MORGAN STANLEY & CO.INCORPORATED. UBS SECURITIES LLC, WACHOVIACAPITAL MARKETS, LLC, BANC OF AMERICASECURITIES LLC, RBC CAPITAL MARKETSCORPORATION. J.P. MORGAN SECURITIES INC. ANDPRICEWATERHOUSECOOPERS 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


10. Defendant Gaston Caperton was, at relevant times, a director of the company. Caperton


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


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


15. Defendant John F. Hanson was, at relevant times, a director of the company. Hanson signed


16. Defendant Constance J. Horner was, at relevant times, a director of the company. Horner


17. Defendant Karl J. Krapek was, at relevant times, a director of the company. Krapek signed


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


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


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 processing., 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 REGISTRATIONSTATEMENT 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 asset-

backed 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 S653million on a pretax basis. This charge reflects the write-off of the entire balances ofgoodwill for three areas — the variable annuity business we acquired from Allstate,our international investments business and our real estate and relocation business, aswell as a portion of our operating and joint venture investment in our internationalinvestments business.

The S1.2 billion of impairments and credit-related losses on sales includedS570 million for fixed maturities, S601 million for the equities, and S21 million fromother investments. The S570 million for fixed maturities reflected S506 million ofimpairments, including S400 million that were credit-related, and S64 million for

7

sales of credit-impaired securities. S214 million of these losses were on subprimepaper, with the remainder primarily on corporate holdings in services, manufacturingand finance sectors. The credit-related impairments and losses on sales totalingabout S460 million compared to a range of S300 million to $400 million that we hadestimated for credit losses on our Investor Day back in December.

Roughly S1.8 billion of total gross unrealized losses at year-end relates tosubprime holdings, an increase of $600 million from the third quarter, as the marketfor these securities weakened when expected government purchases under the TARPprogram failed to materialize, and the residential housing market continued todecline.

44. On February 10, 2009, Bloomberg reported:

Prudential Financial Inc., the second-largest U.S. life insurer, may be downgradedby Moody's Investors Service after two straight quarterly losses.

"Depressed equity markets will not only increasingly raise the costof the variable annuity business for the company, but could also result in additionalimpairments," the ratings firm said today in a statement on the Newark, New Jersey-based 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. Plaintiff repeats and realleges each and every allegation contained above.

48. 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 ActAgainst Prudential and the Underwriter Defendants

57. Plaintiff repeats and realleges the allegations set forth above as if set forth fully herein.

58. 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 ActAgainst 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

By: 7.-21/11(—4111

ne M. CicalaIra M. Press825 Third Avenue, 16 th FloorNew York, NY 10022Telephone: (212) 371-6600Facsimile: (212) 751-2540

GLANCY BINKOW & GOLDBERG LLPLionel Z. GlancyMichael Goldberg1801 Avenue of the Stars, Suite 311Los Angeles, California 90067Telephone: (310) 201-9150Facsimile: (310) 201-9160

11

LAW OFFICE OF KENNETH A. ELAN

KENNETH A. ELAN217 Broadway, Room 606New York, New York 10007Telephone: (212) 619-0261

11

CERTIFICATION O PLAIN-F1Fr_ .

P URSV_AZLIaFil E LiLSZOLmilES

'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.r.ruFt'), 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..gcliase 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,

ei i.dirpruvidiog testimony at deposition and trial, it: rizziesiary.

• 4. Ptsintiffs transactions io SunTrust sec-uritics durink. the clai.ts period st trth ;,r1

thc inomplaiilt are set forth blow un the ana-i:hed Scbed.ule.A.

5. IThring the Carte ye.srs print . to ens c.la-te of this cfn:trtrication,. plaintiff nzq not

5-C ritd or 5, oughz to sante as a raprasentative party for a chissin any actio.zi . filed under the fpdiral:

$ecuxities t`A 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

behe.Lf of the da.ss beyond the -plaintiiT 3 pro rota share of any dat.:s neativ4ry, exceTt as orcicNtj oc

appcovect by the Court.

Case 2:09-cv-01758-JLL-CCC Document 1 Filed 04/10/2009 Page 14 of 15

1, dcxlzre undo Dc;7eµly of perjcsn' tha' die ibzp-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 Purchased/Sold Number of Shares Price Per Share

6/25/08 Purchased 1.000 $25.00

9/15/08 Purchased 18.75 $25.00

12/15/08 Purchased 29.1335 $19.67

3/16/09 Purchased 36.276 $16.2487

fts.18 44 (itcv I2/07, NJ 5j0S) CIVIL COVER SHEETThe 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 idedby 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 DEFENDANTS

WARREN PINCHUK, Individually and On Behalf of All Others Prudential Financial, Inc., et. al. (See attached)Similiarly Situated,

(b) County of Residence of First Listed Plaintiff Palm Beach, FL. County of Residence of First Listed Defendant Essex County

(c) Attorney's (Firm Name, Address, Telephone Number and Entail Address)NOTE: IN LAND CONDEMNATION CASES. USE THE LOCATION OF 311r.

KIRBY McINERNEY LLP LAND INVOLVED.

825 Third Avenue, 16th H., New York, NY 10022 Attorney's (If Known)(Telephone) 212-371-6600Joanne M. Cicala - Email: [email protected]

II. BASIS OF JURISDICTION (Place an "X" in Onc )3ox Only) III. CITIZENSHIP OF PRINCIPAL PARTIE s—(Place an i'X'' in Oast Box for Plaintiff

(Fur Diversity Cases Only) and One Ron (or Defendant)

O I U.S. Government X 3 Federal Question PTF DEF FIT DEFPlaintiff (U.S. Government Not a Party) Citizen of This State 3 I 0 I Iricorporuted or Principal Place 0 4 0 4

of Business In This State

O 2 11.5. Government 0 4 Diversity Citizen of Another State 0 2 0 2 Incorporated niniTl rinelpal Place 0 5 0 5Defendant

of Business In Another State(Indicate Citizenship or Panics in Item 111)

Citizen or Subject of a 0 3 0 3 Foreign Nation 0 5 0 6Forei gn Country

IV. NATURE OF SUIT (Place an " Xi in One Box Only)CONTRACT TORTS FORFEITURE/PENALTY BANKRUPTCY OTHER STATUTES

O 110 lasaranee PERSONAL INJURY PERSONAL INJURY 0 610 A griculture 0 422 Appeal 28 USC 158 0 400 State Rcapponiocimaut

O 120 Marine 0 310 Airplane 0 362 Personal Injury - 0 620 Other Food & Drug 0 423 Withdrawal 0 410 Antitrust

O 130 Miller Act 0 315 Airplane Product Med. Malpractice 0 625 Drug Related Seizure 28 USC 157 0 430 Banks and Banking

0 140 Ncaoutthic instrument Liability 0 365 Personal Injury - of Property 21 USC. 881 0 450 Gommensi

O I SO Recovery of 0) eruuyinent 0 320 A,S11Jit, Libd 6:1 Product Liability 0 636 Liquor Less; PROPERTY RIGHTS 0 460 Deportation

if): En:bre:anent of Judgment Slander 0 360 Asbestos Personal 0 640 R.R. & Truck 0 820 Copyrights 0 470 Racketeer Intluenced nod

O 151 Medicare Act 0 336 Federal Employers' Injury Product 0 650 Airline Re yes. 0 830 Patent Corrupt Organizations

O 152 Recovery of Di:Inched liability Liability 0 660 Occupational 0 840 Trademark 0 480 Consumer Credit

SIIILLIII Loans 0 340 Marinc PERSONAL PROPERTY SafetylHealth 0 490 Cable/Sai TV(Excl. Veterans) 0 3-15 Marine Product 0 370 Other Fraud 0 690 Other 0 8:0 Seicetive Service

O 133 Rectivet-)t of Of erpayilt.t Liability 0 371 'froth in Lending LABOR SOCIAL SECURITY A 850 Seettritiesfaininadities,of Veteran's fienetits 0 3511 Motor Vehicle 0 300 Other Personal 0 710 Fair Labor Standards 0 861 HIA (1395th) Exchanue

O 16C Stockholders' Suits 0 355 Motor Vehicle Property Damage Act 0 862 Black Luna (923) 0 1)75 Customer Challeniai

O 190 Other Contract Product Liability 0 385 Property Damage El 720 LaborlivIgnst. Relations 0 863 DIWC/DIWW (405(g)) 12 USC 3410

O 193 Contract Product liability 0 360 Other Personal Product Liability 0 730 LaboriMarra.Reportina 0 864 SSID Title XVI 0 890 Other Statutory Actions

O 196 Franchise Injury & Disclosure Act 0 865 RSI (405(0 0 391 Agricultural Acts

1 REAL PROPERTY CIVIL RIGHTS PRISONER PETITIONS 0 740 Railway Labor Act FEDERAL TAX SUITS 0 892 Economic Stsb:hzatiort Act

3 210 Land Condemnation 0 441 Votin g 0 510 Motions to Vacate 0 790 Other Labor Litigation 0 870 Taxes (U.S. Plaintiff 0 893 Environmental Matters

0 220 Foreclosure 0 442 Employment Sentence 71 79I EcTI, Ret lee. or Delendnot) 0 894 Energy .Alloc:it:cti Act

o 230 R2 n 11 Lease ess Ejectment 0 4 4 3 Housinal Habeas Corpus: Security Act 0 871 IRS—Third Party 0 895 Freedom ollnIhrination

-0 240 Torts to Land Accommodations 0 530 General 26 USC 7609 Act0 245 Tor: Product Liabilit) 3 444 Welfare 0 335 Death Penalty IMMIGRATION 0 900Appeal oi Fee Determination

0 '290 All Other Real Property 0 4 4 5 Amer winisabilities - 0 540 Mantlannts & Other 0 462 Naturalization Application Under Equal Access

Employment 0 550 Civil Riehts 0 463 Habeas Corpus - to Justice0 446 Amer. wiDisabilities - 0 555 Prison Condition Alien Detainee 0 950 Consiltatienalin . or

Other 0 465 Other ImmiQ.ration State Sta:L.Ics

3 440 Other Civil Rights Actions

V. ORIGIN (Place an "X" in One Box Only)'

Appeal to District

0 f.

Al Original 0 7 Removed from 0 3 Remanded from 0 4 Reinstated or 5 Transferred rosin

aher MagistrateProceeding. State Court Appellate Court Reopened not district D 6 i'vlultidistrict 0 7 Judge trust

Litigation(specit 3") Judument

Cite the U.S. Civil Sumac under which you are Wiry" (Do not ci l te jurisdictional statutes upless diversity):. Violations o sec. Ii, 11(a)(2) and 1308 the Securities Act ot 1 u,.ii

Vra

I. CAUSE OF ACTION Brief description of cause:Ulass members acquired securities pursuant or traceable to false and misleading 11-'o statements. In

VII. REQUESTED IN 0 CHECK IF THIS IS A CLASS ACTION DEMAND 5 CHECK. YES only if detnanded in complaint:

COMPLAINT: ENDER E.R.C.F. 23 1,4t4t;'-ec-Lf-dal JURY DEMAND: 2( Yes 0 No

VIII. RELATED CASE(S)(See instructions):

JUDGE Jose L. Linares DOCKET NUMBER 2: 09 -CV-01120

eanaon.'''' tl ti

'' The allegation and claims arise from similar' nd .r .p. - - facts.

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 gs and service of pleadin g or other papers as requiredby 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 useof 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 complaintfiled. 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 government a gency, use onlythe full name or standard abbreviations. If the plaintiff or defendant is an official within a government agency, identify first the a gency and then the official, givingboth name and title.

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United States plaintiff. (I) Jurisdiction based on 28 U.S.C. 1345 and 1348. Suits by a gencies and officers of the United States are included here.

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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. . 7N`hen tnis boxis checked, do not check (5) above.

Appeal to District Jud ge front Magistrate Jud gment. (7) Check this box for an appeal from a magistrate jud ge's decision.

VI. Cause of Action. Report the civil statute directly related to the cause of action and give a brief description of the cause. Do not cite jurisdictional statutesunless diversity. Example: U.S. Civil Statute: 47 USC 553

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 pending cases, insert the docket numbersand the corresponding jud ge names for such cases. Provide a brief explanation of why the cases are related.

Date and Attorney Signature. Date and si gn the civil cover sheet.

Attachment to Civil Cover Sheet

Prudential Financial, Inc. Karl J. Krapek751 Broad Street c/o Prudential Financial, Inc.Newark, New Jersey 07102 751 Broad Street

Newark, New Jersey 07102Frederick K. Becker,c/o Prudential Financial, Inc. Arthur F. Ryan751 Broad Street c/o Prudential Financial, Inc.Newark, New Jersey 07102 751 Broad Street

Newark, New Jersey 07102Gordon M. Bethunec/o Prudential Financial, Inc. Peter B. Sayre751 Broad Street c/o Prudential Financial, Inc.Newark, New Jersey 07102 751 Broad Street

Newark, New Jersey 07102Gaston Capertonc/o Prudential Financial, Inc. Dennis G. Sullivan751 Broad Street c/o Prudential Financial, Inc.Newark, New Jersey 07102 751 Broad Street

Newark, New Jersey 07102Gilbert F. Casellasc/o Prudential Financial, Inc. James A. Unruh751 Broad Street c/o Prudential Financial, Inc.Newark, New Jersey 07102 751 Broad Street

Newark, New Jersey 07102James G. Cullenc/o Prudential Financial, Inc. Citigroup Global Markets Inc.751 Broad Street 388 Greenwich StreetNewark, New Jersey 07102 New York, New York 10080

Attn: Manager of Person in ChargeWilliam H. Gray, IIIc/o Prudential Financial, Inc. Merrill Lynch, Pierce, Fenner & Smith751 Broad Street IncorporatedNewark, New Jersey 07102 c/o CT Corporation System

111 Eighth AvenueJon F. Hanson New York, New York 10011c/o Prudential Financial, Inc.751 Broad Street Morgan Stanley & Co. IncorporatedNewark, New Jersey 07102 c/o CT Corporation System

111 Eighth AvenueConstance J. Horner New York, New York 10011c/o Prudential Financial, Inc.751 Broad StreetNewark, New Jersey 07102

UBS Securities LLCc/o Corporation Service Company80 State StreetAlbany, New York 12207

Wachovia Capital Markets, LLCc/o Corporation Service Company80 State StreetAlbany, New York 12207

Bank of America Securities LLCc/o CT Corporation System111 Eighth AvenueNew York, New York 10011

RBC Capital Markets CorporationRoyal Bank Plaza200 Bay StreetToronto Ontario M5JW7 Canada

J.P. Morgan Securities Inc.c/o CT Corporation System111 Eighth AvenueNew York, New York 10011

PriceWaterHouseCoopers LLPc/o CT Corporation System111 Eighth AvenueNew York, New York 10011

2

sta AO 44() (Rev n410 g1 Civil Slimmonc

UNITED STATES DISTRICT COURTfor 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 serveon the plaintiff an answer to the attached complaint or a motion under Rule 12 of the Federal Rules of Civil Procedure. Theanswer 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 alsomust 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 byRule 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: Format mm/dd/yyyy

(1) personally deliverin g, a copy of each to the individual at this place,

; or

(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

(3) delivering a copy of each to an agent authorized by appointment or by law to receive it whose name is

; or

(4) returning the summons unexecuted to the court clerk on .; orI 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. Karl J. Krapek751 Broad Street c/o Prudential Financial, Inc.Newark, New Jersey 07102 751 Broad Street

Newark, New Jersey 07102Frederick K. Becker,c/o Prudential Financial, Inc. Arthur F. Ryan751 Broad Street c/o Prudential Financial, Inc.Newark, New Jersey 07102 751 Broad Street

Newark, New Jersey 07102Gordon M. Bethunec/o Prudential Financial, Inc. Peter B. Sayre751 Broad Street c/o Prudential Financial, Inc.Newark, New Jersey 07102 751 Broad Street

Newark, New Jersey 07102Gaston Capertonc/o Prudential Financial, Inc. Dennis G. Sullivan751 Broad Street c/o Prudential Financial, Inc.Newark, New Jersey 07102 751 Broad Street

Newark, New Jersey 07102Gilbert F. CaseIlasc/o Prudential Financial, Inc. James A. Unruh751 Broad Street c/o Prudential Financial, Inc.Newark, New Jersey 07102 751 Broad Street

Newark, New Jersey 07102James G. Cullenc/o Prudential Financial, Inc. Citigroup Global Markets Inc.751 Broad Street 388 Greenwich StreetNewark, New Jersey 07102 New York, New York 10080

Attn: Manager of Person in ChargeWilliam H. Gray, IIIc/o Prudential Financial, Inc. Merrill Lynch, Pierce, Fenner & Smith751 Broad Street IncorporatedNewark, New Jersey 07102 c/o CT Corporation System

111 Eighth AvenueJon F. Hanson New York, New York 10011do Prudential Financial, Inc.751 Broad Street Morgan Stanley & Co. IncorporatedNewark, New Jersey 07102 c/o CT Corporation System

111 Eighth AvenueConstance J. Homer New York, New York 10011c/o Prudential Financial, Inc.751 Broad StreetNewark, New Jersey 07102

UBS Securities LLCc/o Corporation Service Company80 State StreetAlbany, New York 12207

Wachovia Capital Markets, LLCc/o Corporation Service Company80 State StreetAlbany, New York 12207

Bank of America Securities LLCc/o CT Corporation System111 Eighth AvenueNew York, New York 10011

RBC Capital Markets CorporationRoyal Bank Plaza200 Bay StreetToronto Ontario M5JW7 Canada

J.P. Morgan Securities Inc.c/o CT Corporation System111 Eighth AvenueNew York, New York 10011

Price WaterHouseCoopers LLPc/o CT Corporation System111 Eighth AvenueNew York, New York 10011

7

KIRBY McINERNEY LLP JOANNE M. CICALAsecurities.stanford.edu/filings-documents/1042/PHR... · 21. Defendant James A. Unruh was, at relevant times, a director of the Company. Unruh

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