In re Texas International Securities Litigation

114 F.R.D. 33, 55 U.S.L.W. 2512, 1987 U.S. Dist. LEXIS 1343
CourtDistrict Court, W.D. Oklahoma
DecidedJanuary 29, 1987
DocketCiv. No. 84-366-R; MDL No. 604
StatusPublished
Cited by11 cases

This text of 114 F.R.D. 33 (In re Texas International Securities Litigation) is published on Counsel Stack Legal Research, covering District Court, W.D. Oklahoma primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Texas International Securities Litigation, 114 F.R.D. 33, 55 U.S.L.W. 2512, 1987 U.S. Dist. LEXIS 1343 (W.D. Okla. 1987).

Opinion

ORDER

DAVID L. RUSSELL, District Judge.

On August 13, 1984, the Judicial Panel on Multidistrict Litigation, pursuant to 28 U.S.C. § 1407, transferred four civil actions pending before the District of New Jersey and an action pending before the Eastern District of New York to this Court for coordination or consolidation for pretrial purposes with five actions pending before this Court. The consolidated complaint, filed on November 9, 1984, alleges that Defendants violated § 10(b) of the Securities Exchange Act of 1934, 15 U.S.C. § 78j(b), and Rule 10b-5 promulgated thereunder, 17 C.F.R. 240.10b-5. Specifically, Plaintiffs allege that Defendants made materially misleading statements regarding (i) the scope and extent of the alleged discovery of natural gas at Texas International Company, Inc.’s (TEI) properties at Eloi Bay and Breton Sound (off the Louisiana coast), and (ii) the amount of proved gas reserves subsequently determined to actually exist at Eloi Bay. Plaintiffs further allege that these misleading statements had the intended effect of inflating the price of TEI stock causing damage to those who purchased TEI common stock between January 22, 1981 and January 27, 1984.

Plaintiffs now move this Court to certify this action as a class action pursuant to Rules 23(a) and 23(b)(3) of the Federal Rules of Civil Procedures. Plaintiffs bring this action on their own behalf and on behalf of all persons who purchased shares of TEI common stock between January' 22, 1981 through January 27, 1984 (the “class period”) and who were damaged thereby, excluding Defendants, present or former employees of TEI, and members of Defendant’s immediate family (the “class”). After considering the voluminous briefs of the parties and hearing oral argument on this motion, the Court concludes that a class action is appropriate.

I. FACTUAL BACKGROUND

TEI is a public corporation engaged in the exploration and development of oil and natural gas. Its common stock is traded on the New York Stock Exchange. As of 1980 TEI’s proved reserves of natural gas amounted to approximately 104.27 billion cubic feet. [TEI’s Form 10K for fiscal year 1980.]

The genesis of this litigation was a press release issued by TEI on January 22, 1981. In that release TEI stated that:

... it ha[d] an indicated major discovery of natural gas ... in its deep wildcat well being drilled in the Eloi Bay Field, St. Bernard Parish, Louisiana____ [Preliminary data indicates at least 14 feet of net pay in [the upper] zone ... Interpretation of seismic data by company geophysicists indicates a lower miocene structure covering approximately 6,000 acres____ While company engineers believe that the indicated discovery should more than double Texas International’s oil and gas reserves, its management cautions that the full potential will not be known until the two zones are production tested and confirmation drilling on the geophysical structure takes place.

A similar press release dated February 24, 1981, stated that log analysis and wire-line formation tests indicated the potential for a major oil and natural gas discovery but continued to caution that the full potential of TEI’s wildcat well would not be known until production testing and confirmation drilling on the geophysically defined structure took place. This release also announced that its Eloi Bay exploration well [37]*37had logged seven more potentially productive zones of oil and gas. The January 22 and February 24 announcements were reiterated in TEI’s 1980 Form 10K and 1980 Annual Report to Shareholders, issued in March 1981. Taking into account a stock split given by TEI during this period, TEFs common stock rose from $45 prior to the January 22 announcement to the equivalent of $89 on February 26, 1981.

Plaintiffs maintain that these releases had an impact on the financial press as evidenced by two articles in the Wall Street Journal [“WSJ”] on January 22, 1981 and February 26, 1981. The WSJ’s April 15, 1981 “Heard on the Street” column summarized TEFs reports and attributed the 100% increase in TEFs stock price in the first three months of 1981 to a:

steady flow of exploration news from the company, particularly on its Eloi Bay-Half Moon Lake fields in southern Louisiana. The company’s announcement in late February that a 90%-owned well there has “potential for a major oil and gas discovery” was enough to send their stock climbing more than- eight points Feb. 25.

The article continues to explain though, that the price of TEFs stock had declined somewhat due to reasons unconnected with the Eloi Bay discovery.

In 1981 TEI issued' a series of press releases concerning the progress of the Eloi Bay deep well and an offset well on March 19, July 20, August 5, August 13, September 3, September 10, September 11, October 26, October 28, November 18, and December 17. These releases primarily concerned TEFs difficulties in drilling and specific detailed results of the testing of these wells. The September 10 and 11 releases announced that the casing in the deep test wildcat well had collapsed at approximately 13,530 feet but emphasized that these mechanical problems did not detract from the significance of the apparent discoveries in the Middle and Lower Miocene and Tuscaloosa formation. The September 11 release further stated that “(e)lectric log data, sidewall core analysis and fluid samples indicate commercial production formation in both formations.” Finally, the November 18, 1981 release announced:

Based on information from the two wells and extensive seismic and geophysical work in the areas, independent petroleum engineers have estimated the Eloi Bay-Breton Sound areas have the potential to contain reserves in excess of 1.5 trillion cubic feet of natural gas. Company engineers’ and geologists’ estimates of the areas reserve potential are well in excess of two trillion cubic feet of gas and, when fully developed, the field could have daily gas production in excess of 200 million cubic feet per day.

This release also announced that a TEI subsidiary had formed an association with the Southeast Louisiana Intra-State Pipeline Corporation to jointly construct an intrastate pipeline from the Eloi Bay and Breton Sound areas to accommodate the Louisiana intrastate market. No cautionary language was included in this release.

1982-1983

TEI continued to make statements regarding its Eloi Bay discoveries through 1983. In March 1982, TEI issued its 1981 Form 10-K which stated that TEFs independent petroleum engineers had assigned 33.3 Bcf of proved reserves of natural gas to the Eloi Bay Miocene discovery. This, Plaintiffs allege, accounted for nearly 58% of the increase in TEFs gas reserves for 1981. The 1981 Form 10K also contained a description of proved gas reserves at Phoenix Resources Co.’s (“Phoenix”) Connors-ville Field in Canada which included proved reserves of natural gas of approximately 72 billion cubic feet. In June 1981 TEI merged with Phoenix, a publicly-held company majority-owned by TEI. The terms of the merger were an exchange of 1.1 shares of TEI common stock for one share of Phoenix common stock.

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Bluebook (online)
114 F.R.D. 33, 55 U.S.L.W. 2512, 1987 U.S. Dist. LEXIS 1343, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-texas-international-securities-litigation-okwd-1987.