Frequently Asked Questions
Basic Information
1. Why did I receive this notice package?
2. What is this lawsuit about?
3. Why is this a class action?
4. Why is there a Settlement?
Who is in the Settlement
5. How do I know if I am part of the Settlement?
6. Are there exceptions to being included?
7. I’m still not sure if I am included.
The Settlement Benefits – What You Get
8. What does the Settlement provide?
How You Get a Payment – Submitting a Claim Form
9. How can I obtain a payment?
10. When could I receive my payment?
11. What am I giving up to receive a payment or stay in the Class?
Excluding Yourself from the Settlement
12. How do I get out of the Settlement?
13. If I don’t exclude myself, can I sue the Defendants for the claims being released in this Settlement?
14. If I exclude myself, can I obtain money from this Settlement?
The Lawyers Representing You
15. Do I have a lawyer in the case?
16. How will the lawyers be paid?
Objecting to the Settlement
17. How do I make any objections I may have to the Settlement?
18. What is the difference between objecting to the Settlement and requesting exclusion from the Settlement?
The Court’s Fairness Hearing
19. When and where will the Court decide whether to approve the Settlement?
20. Do I have to come to the hearing?
21. May I speak at the hearing?
If You Do Nothing
22. What happens if I do nothing at all?
Getting More Information
23. Are there more details about the Settlement?
24. How do I get more information?
1. Why did I receive this notice package?
The Court authorized a notice to be sent to you because you or someone in your family may have purchased or acquired TETRA common stock between May 3, 2006 and October 16, 2007, inclusive (the "Class Period"). The Court in charge of the case is the United States District Court for the Southern District of Texas and the case is known as In re TETRA Technologies, Inc. Securities Litigation, Case No. 4:08-CV-00965 (S.D. Texas). The people who brought this lawsuit are called "Plaintiffs," and the particular plaintiff chosen to litigate the claims in this case, Fulton County Employees Retirement System ("Fulton County"), is called the "Lead Plaintiff." Fulton County is also the "Class Representative," which means it represents your interests as a class member as well as its own. The company and individuals they sued – TETRA Technologies, Inc., Geoffrey M. Hertel, George M. McCarroll, Joseph M. Abell and Raymond D. Symens – are called the "Defendants."
The Court authorized a notice to be sent to you because you have a right to know about the proposed Settlement of a class action lawsuit, and about all of your options, before the Court decides whether to approve the Settlement. If the Court approves the Settlement and resolves any objections that may be filed in opposition to the Settlement, as explained below, and if any appeals are resolved, then an administrator appointed by the Court will distribute the payments that the Settlement permits. You may track the progress of the Settlement by visiting this website. The notice package you received explains the lawsuit, the Settlement, your legal rights, what benefits are available, who is eligible for them and how to obtain them.
2. What is this lawsuit about?
The lawsuit claims that Defendants issued false and misleading statements about TETRA’s hurricane insurance coverage and earnings and prospects during the Class Period, in press releases and other documents which made TETRA appear to be more successful than it was and which artificially increased the price of TETRA’s stock that was purchased by the investors in this case. This lawsuit alleges that when investors learned the truth, the price of TETRA stock dropped, which caused losses to Lead Plaintiff and the other investors in the Class.
This lawsuit began on March 27, 2008. By Order dated June 27, 2008, the Court appointed Fulton County as Lead Plaintiff and approved its selection of Scott+Scott LLP as Lead Plaintiff’s Counsel for the Class. A Consolidated Amended Class Action Complaint (the "Complaint") was filed on August 26, 2008, and on August 10, 2009 Defendants answered by denying that the claims made in the Complaint had merit.
The claims and the amounts of investors’ losses are sharply disputed. Defendants have denied and continue to deny each claim and contention alleged against them. Defendants have asserted at all times that they acted properly and in compliance with the federal securities laws that apply to this case.
While Fulton County believes that it can prove that the Defendants were not fully truthful about the insurance and that Defendants’ statements caused the asserted changes in TETRA’s stock price, it recognizes that a jury might find that the Defendants’ position is correct and that they did not violate the securities laws, or did not cause investors losses, or that the losses that resulted, if any, were much less than those asserted.
3. Why is this a class action?
In a class action, one or more people called Class Representatives (in this case Fulton County) sue on behalf of persons who have similar claims. All these persons and/or entities are referred to collectively as a Class, and are referred to individually as Class Members. Bringing a case such as this as a class action allows adjudication of many similar claims of persons and entities that might be economically too small to bring in individual actions. One court resolves the issues for all Class Members, except for those who exclude themselves from the Class.
The Court did not decide in favor of Lead Plaintiff and the Class, or Defendants. Instead, Lead Plaintiff and Defendants have agreed to settle the lawsuit. The parties retained the services of Robert A. Meyer, Esq., as mediator for this action. The Settlement was the product of extensive arms-length negotiations with the assistance of this respected mediator.
Lead Plaintiff has agreed to settle the lawsuit based on the risks that would be involved in a trial and its conclusion that the proposed Settlement is fair, reasonable and adequate and serves the best interests of the Class Members. Counsel for Lead Plaintiff has determined that by settling, the cost and risks of a trial will be avoided, while at the same time providing compensation to the Class. Lead Plaintiff and Lead Plaintiff’s Counsel believe that the Settlement is best for all Class Members.
As described above, Lead Plaintiff and Defendants do not agree regarding the merits of Lead Plaintiff’s allegations with respect to liability or the amount of damages, if any, that would be recoverable if Lead Plaintiff were to prevail on each claim asserted. The issues on which the parties disagree include: (1) whether Defendants made any false and misleading statements; (2) whether the statements made were materially false when made, or are otherwise actionable under the federal securities laws; (3) whether Lead Plaintiff could establish loss causation for any misleading statements; (4) whether and to what extent, if at all, the Class was damaged; (5) the appropriate economic model for determining the amount by which TETRA common stock was allegedly artificially inflated (if at all) during the Class Period; (6) the extent to which the various matters that Lead Plaintiff alleged were materially false or misleading (if at all) influenced and artificially inflated (if at all) the trading price of TETRA common stock at various times during the Class Period; (7) the extent to which external factors influenced the trading price of TETRA common stock at various times during the Class Period; and (8) whether, and to what extent, factors other than the misrepresentations that Lead Plaintiff alleged caused TETRA’s common stock prices to drop.
Although Lead Plaintiff’s Counsel were prepared to defend against summary judgment and go to trial, and were confident in the merits of their case, Lead Plaintiff’s Counsel recognize that the claims may not have survived summary judgment and that trial is a risky proposition and Lead Plaintiff and the Class may not have prevailed on all, or any, of their claims. In addition, Lead Plaintiff’s Counsel believes that this Settlement provides a substantial recovery to the Class Members and that the Class may not have obtained a greater recovery if the case had gone to trial.
Defendants continue to deny liability and deny that Lead Plaintiff and the Class Members were damaged. These disputes regarding both the merits of the Action and the damages would be subject to expert testimony and, therefore, it would be impossible to predict with certainty which of the parties’ arguments would find favor with the Court in a summary judgment context or with the jury at trial. In a trial, Lead Plaintiff could have recovered nothing or substantially less than the amount of the Settlement. Further, even assuming that Lead Plaintiff could have won at trial, any verdict would inevitably be the subject of appeal and the recovery to Class Members would have remained uncertain and been further delayed.
5. How do I know if I am part of the Settlement?
Everyone who fits the following description, and is not excluded by the definition of the Class, is a Class Member: All persons or entities who purchased TETRA publicly traded common stock between May 3, 2006 and October 16, 2007, inclusive (the "Class Period") and were damaged as alleged in the action thereby. See Question 6 for more information.
6. Are there exceptions to being included?
You are not a Class Member if you are a Defendant in this lawsuit. The Class also excludes members of the immediate family of each of the Individual Defendants, any parent, subsidiary, affiliate, officer or director of TETRA, any entity in which any excluded person had a controlling interest, the legal representatives, heirs, successors, spouses and assigns of any excluded person. See Question 5 for more information.
Also, if you exclude yourself from the Class, as described below, you are not a part of the Class. If one of your mutual funds owns TETRA stock, that alone does not make you a Class Member. You are a Class Member only if you purchased or acquired TETRA publicly traded common stock during the Class Period. Contact your broker to see if you hold or held TETRA common stock during the Class Period.
To be a Member of the Class, you must have purchased or acquired TETRA publicly traded common stock during the Class Period. The U.S. Supreme Court has interpreted the federal law that forms the basis of the lawsuit as limiting damages to persons who sustained losses caused by the revelation of previously withheld information. As a practical matter, this means that only Members of the Class who acquired and held positions in TETRA common stock during the Class Period sustained damages.
7. I’m still not sure if I am included.
If you are still not sure whether you are included in the Class, you may ask for free help by calling 1-888-701-5937 for more information. Alternatively, you may fill out and return the claim form by clicking here, to see if you qualify.
8. What does the Settlement provide?
The terms of the proposed Settlement are summarized below, and the full Settlement terms are contained in a Stipulation and Agreement of Settlement (the "Stipulation") dated July 21, 2010. You can obtain a copy of the Stipulation on this website by clicking here or by writing to Lead Plaintiff’s Counsel: David R. Scott, Esq., Scott+Scott LLP, 156 South Main Street, PO Box 192, Colchester, CT 06415, (860) 537-5537.
The proposed Settlement calls for Defendants to create a Settlement Fund in the amount of $8.25 million. Lead Plaintiff estimates there were approximately 44.2 million TETRA common shares allegedly damaged during the Class Period, and that the average recovery per allegedly damaged share is $0.19 before the accrual of interest, the payment of taxes on accrued interest, if any, and the deduction of Court-awarded attorneys’ fees and expenses, and costs of notice and claims administration. If you are a Class Member, you may receive more or less than this average amount depending on: (1) the number of valid claims submitted; (2) the price paid for the common stock; (3) whether you sold your common stock; and (4) the date and amount you received upon sale. For purposes of the Settlement, your distribution from the Net Settlement Fund (the Settlement Fund less taxes owed, costs of notice and claims administration, attorneys’ fees and expenses as awarded by the Court) will be governed by the proposed Plan of Allocation described in the notice, or such other Plan of Allocation as may be approved by the Court.
9. How can I obtain a payment?
To qualify for payment, you must submit a claim form ("Proof of Claim") to the Claims Administrator. For a copy of the claim form, click here. Read the instructions carefully, fill out the form, include all the required documents, sign it, and mail it to the address provided, postmarked no later than October 29, 2010 to the Claims Administrator as follows:
TETRA Technologies, Inc. Securities Litigation
P.O. Box 6177
Novato, CA 94948-6177
The Claims Administrator will process your claim and advise you if you are an "Authorized Claimant" – meaning that your claim satisfies the requirements approved by the Court.
10. When could I receive my payment?
The Court will hold a hearing on September 29, 2010 to decide whether to approve the Settlement. Even if Judge Ellison approves the Settlement, it may take more than a year before the Settlement Fund is distributed to the Class Members because there may be appeals that would delay the implementation of the Settlement and resolving the appeals can take time, which can exceed a year. The other reason that it may take more than a year for the Settlement Fund to be distributed is that once the Settlement has been approved, and any appeals are resolved, the Claims Administrator must process all of the Proof of Claim Forms. The processing by itself is a very complicated process and will take many months. Please be patient.
11. What am I giving up to receive a payment or stay in the Class?
Unless you exclude yourself by following the procedures outlined below, you will remain in the Class. That means that, upon the Effective Date, you will release all Settled Claims, against all Released Parties (as defined below). It also means that all of the Court’s orders will apply to you and legally bind you.
"Released Parties" means Defendants and any and all of their past or present partners, principals, employees, predecessors, successors, affiliates, officers, directors, attorneys, agents, insurers, assigns, spouses and heirs.
"Settled Claims" means any and all claims, debts, demands, rights or causes of action or liabilities whatsoever (including, but not limited to, any claims for damages, interest, attorneys’ fees, expert or consulting fees, and any other costs, expenses or liability whatsoever), whether based on United States federal, state, local, statutory or common law or any other law, rule or regulation, whether foreign or domestic, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, at law or in equity, matured or unmatured, foreseen or unforeseen, whether class or individual in nature, without limitation, including both known claims and Unknown Claims (as defined below) (i) that have been asserted in the Action by the Class Members or any of them against any of the Released Parties (whether pleaded in the Complaint or not), or (ii) that could have been asserted in the Action or in any forum by the Class Members or any of them against any of the Released Parties, which also arise out of, relate to, or are based on any of the claims, allegations, activities, press releases or public statements set forth in the Complaint and relate to the purchase, sale, transfer or acquisition of the publicly traded common stock of TETRA during the Class Period, or any actions, representations or omissions that were alleged or might have been alleged to affect the price of any publicly traded common stock of TETRA during the Class Period. The foregoing notwithstanding, "Settled Claims" does not include the claims asserted or alleged in In re TETRA Technologies Inc. Derivative Litigation, Cause No. 2008-23432 (133d Dist. Ct., Harris County, Tex.).
"Unknown Claims" means any and all Settled Claims which Lead Plaintiff or any Class Member does not know or suspect to exist in his, her or its favor at the time of the release of the Released Parties, and any Settled Defendants’ Claims which Defendants do not know or suspect to exist in their favor, which if known by him, her or it might have affected his, her or its decision(s) with respect to the Settlement. With respect to any and all Settled Claims and Settled Defendants’ Claims, the Parties stipulate and agree that by operation of the Order and Final Judgment, upon the Effective Date, the Lead Plaintiff and Defendants shall have expressly waived, and each Class Member shall be deemed to have waived, and by operation of the Final Judgment shall have expressly waived, any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to Cal. Civ. Code §1542, which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
12. How do I get out of the Settlement?
To exclude yourself from the Settlement, you must send a letter by mail saying that you want to be excluded from the Settlement in In re TETRA Technologies, Inc. Securities Litigation, Case No. 4:08-CV-00965 (S.D. Texas). Be sure to include your name, address, telephone number, proof of the number of shares you purchased and sold during the Class Period, and your signature. Your exclusion request must be postmarked no later than September 8, 2010 and sent to the Claims Administrator as follows:
TETRA Technologies, Inc. Securities Litigation
P.O. Box 6177
Novato, CA 94948-6177
You cannot exclude yourself by phone or by e-mail. If you ask to be excluded, you will not receive a Settlement payment, and you cannot object to the Settlement. You will not be legally bound by anything that happens in this lawsuit. You may be able to sue (or continue to sue) Defendants in the future.
13. If I don’t exclude myself, can I sue the Defendants for the claims being released in this Settlement?
No. Unless you exclude yourself, you give up any right to sue the Defendants or the Released Parties for the claims that this Settlement resolves. If you have a pending lawsuit, speak to your lawyer in that case immediately. You must exclude yourself from the Class to bring or to continue your own lawsuit. Remember, the exclusion deadline is September 8, 2010
14. If I exclude myself, can I obtain money from this Settlement?
No. If you exclude yourself, do not send in a claim form to ask for any money. But, if you exclude yourself, you may sue, continue to sue, or be part of a different lawsuit against Defendants.
15. Do I have a lawyer in this case?
The Court appointed the law firm of Scott+Scott LLP to represent you and other Class Members. This law firm is called Lead Plaintiff’s Counsel or Class Counsel. You will not be charged directly for these lawyers. If you want to be represented by your own lawyer, you may hire one at your own expense.
16. How will the lawyers be paid?
Lead Plaintiff’s Counsel have expended considerable time and effort in the prosecution of this litigation on a contingent fee basis and have advanced the expenses of the litigation in the expectation that if they were successful in obtaining a recovery for the Class, they would be paid from such recovery. In this type of litigation, it is customary for counsel to be awarded a percentage of a recovery as their attorneys’ fees and reimbursement of their out-of-pocket expenses. Therefore, Lead Plaintiff’s Counsel will file a motion asking the Court at the Fairness Hearing (see Question 19, below) to make an award of attorneys’ fees in an amount of not more than 18% of the Settlement Fund and reimbursement of litigation expenses, including expert fees, not to exceed $557,928.76. The Court may award less or more than these amounts. These amounts will come out of the Settlement Fund. Defendants have stated that they take no position regarding these fees and expenses. If the Court awards 18% of the Settlement Fund as attorneys’ fees and reimbursement of out-of-pocket expenses as set forth above, it will affect the per damaged share recovery by an estimated amount of -$0.05 per share.
17. How do I make any objections I may have to the Settlement?
If you are a Class Member, you may object to the Settlement, any part of the Settlement, or the request for attorneys’ fees and reimbursement of expenses. You may state why you think the Court should not approve any part of the Settlement. The Court will consider your views. To object, you must send a written objection stating that you object to the Settlement in In re TETRA Technologies, Inc. Securities Litigation, Case No. 4:08-CV-00965 (S.D. Texas). Be sure to include your name, address, telephone number, your signature, proof of the number of TETRA common shares subject to this settlement that you purchased and sold during the Class Period, and the reasons why you object to the Settlement or any part of the Settlement. Be sure to mail the objection to each of the three places stated below, postmarked no later than September 8, 2010:
| COURT | LEAD PLAINTIFFS’ COUNSEL | DEFENDANTS’ COUNSEL |
| Clerk of the Court United States District Court Southern District of Texas 515 Rusk Ave., Rm 3716 Houston, TX 77208 |
David R. Scott Scott+Scott LLP 156 South Main St. P.O. Box 192 Colchester, CT 06415 |
Paul R. Bessette Greenburg Traurig LLP 300 West Sixth, Suite 2050 Austin, TX 78701 |
By filing any objection, the objector consents to being deposed in his or her district of residence prior to the Fairness Hearing.
18. What is the difference between objecting to the Settlement and requesting exclusion from the Settlement?
Objecting is simply telling the Court that you don’t like something about the Settlement. You may object only if you stay in the Class. By excluding yourself from the Settlement, you are stating that you don’t want to be part of the Class. If you exclude yourself from the Settlement, you have no basis to object because the case no longer affects you.
19. When and where will the Court decide whether to approve the Settlement?
The Court will hold a hearing at 2:30 p.m. on September 29, 2010, at the United States District Court for the Southern District of Texas, 515 Rusk Ave., Room 3716, Houston, TX 77208. At this hearing the Court will consider whether the Settlement is fair, reasonable, and adequate. If there are objections, the Court will consider them. Judge Ellison will listen to Class Members (or their counsel) who have submitted written objections and written indication(s) of their intention to appear and speak at the hearing, as long as they are postmarked no later than September 8, 2010, and mailed to the three different places listed in the chart following Question 17, above. The Court may also decide how much to award Lead Plaintiff’s Counsel for attorneys’ fees and expenses. After the hearing, the Court will decide whether to approve the Settlement. We do not know how long these decisions will take.
20. Do I have to come to the hearing?
No. Lead Plaintiff’s Counsel will answer questions Judge Ellison may have. But, you are welcome to come at your own expense. If you send an objection, you don’t have to come to Court to talk about it. As long as you mailed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend to speak in support of any written objection that you mailed on time, but it is not necessary. You may do so as long as you have followed the instructions set forth in the answer to Question 21, below.
21. May I speak at the hearing?
If you are a Class Member and have submitted a written objection to the Settlement or the motion of Lead Plaintiff’s Counsel for attorneys’ fees and expenses, and follow the instructions set out in response to Questions 17 and 19 above, you (or your counsel) may speak at the Fairness Hearing in support of your objection. To do so, along with your written objection, you must send a letter stating that it is your "Notice of Intention to Appear in In re TETRA Technologies, Inc. Securities Litigation, Case No. 4:08-CV-00965 (S.D. Texas)." Be sure to include your name, address, telephone number, and your signature. Your Notice of Intention to Appear must be postmarked no later than September 8, 2010, and be sent to the Court, Lead Plaintiff’s Counsel, and Defendants’ Counsel, at the addresses listed in Question 17. You cannot speak at the hearing if you exclude yourself.
22. What happens if I do nothing at all?
If you do nothing, you will not receive any money from the Settlement. But if you are a Member of the Class, unless you exclude yourself from the Settlement, you won’t be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against Defendants about the legal issues in this case, ever again.
23. Are there more details about the Settlement?
These Frequently Asked Questions summarize the proposed Settlement. More details are in the Stipulation. You may obtain a copy of the Stipulation by clicking here.
24. How do I get more information?
You may call 1-888-701-5937 toll-free; write to the Claims Administrator, TETRA Technologies, Inc. Securities Litigation, P.O. Box 6177, Novato, CA 94948-6177; or visit the Court Documents page by clicking here.