Professional Documents
Culture Documents
Plaintiffs,
-against-
Vicis Capitnl, LLC, and Vicis Capital Master Fund Ltd. (collectively, "Vicis"), as its
Complaint against Ritchie Capital Management, LLC, Ritchie Special Credit Investments, Ltd.,
Rhone Holdings II, Ltd_ (collectively, "Ritchie"), Pali Capital, Inc. d/b/a Burnham Hill Partners,
Burnham Hill Partners LLC (collectively, "Burnham Hill"), Jason Adelman ("Adelman"), and
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SUMMARY
compensatory and punitive damages arising out of Ritchie's and Burnham Hill's sale to Vicis of
Notes (hereafter, the "Ritchie Notes") reflecting a portion of loans made by Ritchie to Thomas J.
Petters and Petters Group Worldwide Ltd. ("PGW"). On February 19, 2008, Vicis purchased two
Ritchie Notes having a value of $25 million. Vicis made this investment in reliance on due
diligence by Adelman, Liss and Burnham Hill, and based on information provided in connection
with the offer and sale of these Notes by these Defendants. Although Vicis believed this
information was accurate, in fact it was false and misleading, and Defendants were aware of that.
As a result of Defendants' actions, Vicis has lost more than $8 million of its investment, plus
substantial interest. Thomas J. Petters has gone to prison for rurming a Ponzi scheme that bilked
investors out of hundreds of millions of dollars, and Vicis now risks losing millions of dollars
Petters Company, Inc., et al., Court File No. 08-45257 (U.S. Bankruptcy Court, District of
Minnesota).
2. The Court has original subject matter jurisdiction over this action pursuant to 28
U.S.C. 1331 because the acts and events complained of herein, among other actionable wrongs,
violations of the Securities and Exchange Act of 1934, 10(b), 15 U.S.C. 78j(b), and Rule
10b-5 promulgated thereunder, 17 C.F.R. 240.1013-5. This Court has supplemental jurisdiction
3. The Court has personal jurisdiction over the defendants because they reside in or
work in the State of New York (Adelman, Liss, Burnham Hill), and/or have sufficient contacts
with the State of New York because, among other things, their communications and securities
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offerings were directed into the State of New York (Ritchie Capital, Rhone Holdings II, Ritchie
Special Credit).
part of the events or omissions giving rise to Vicis' claims occurred in this District.
PARTIES
5. Vicis Capital, LLC is a Delaware limited liability company, with its principal
place of business at 445 Park Avenue, 16th Floor, New York, NY 10022.
6. Vieis Capital Master Fund Ltd. is a series of the Vieis Capital Master Series Trust,
a Caymans Island trust, managed by Vicis Capital LLC, with its principal place of business at
is a limited liability company organized and existing under the laws of the State of Delaware,
with its principal place of business at 801 Warrenville Road, Suite 650, Lisle, Illinois 60532.
Special Credit") is a Cayman Islands exempted company, managed by Ritchie Capital, c/o
Ritchie Capital Management, LLC, 801 Warrenville Road, Suite 650, Lisle, Illinois 60532.
10. On information and belief, Ritchie Capital was Ritchie Special Credit's and
Rhone's investment manager and agent in connection with the purchase and sale of the Ritchie
Notes. Unless separately identified, Ritchie Capital, Ritchie Special Credit and Rhone are
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11. On information and belief, Pali Capital, Inc. d/b/a Burnham Hill Division is a
Delaware company, with its principal place of business at 590 Madison Avenue, Fifth Floor,
12. On information and belief, Burnham Hill Partners LLC, is a New York limited
liability company formed in July 2003, with its principal place of business at 590 Madison
Avenue, Fifth Floor, New York, New York 10022. Burnham Hill Partners LLC, according to
documents filed with the Financial Industries Regulatory Authority ("FINRA") is owned by
Burnham Hill Capital Group, which in turn, is 100% owned, operated and controlled by
13. On information and belief, Jason Adelman is a resident of the State of New York,
who was and is a controlling person in Burnham Hill. From in or about July 2003 through
December 2008, Mr. Adelman was registered as a securities representative for Pali Capital; from
in or about November 2008 to the present, he was registered as securities representative with
14. On information and belief, Michael Liss is a resident of the State of New York,
who was and is a controlling person in Burnham Hill. From in or about July 2003 through
December 2008, Mr. Liss registered as a securities representative for Pali Capital; from in or
about November 2008 to the present, he was registered as securities representative with Burnham
Hill Partners LLC.
15. On information and belief, Burnham Hill, at all times material to this complaint,
was a stand-alone business entity, owned, operated and controlled by Adelman and Liss.
Burnham Hill Partners LLC was licensed by FINRA as a broker-dealer beginning in mid-
November 2008, but, on information and belief, was acting as a broker-dealer prior to such time.
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On further information and belief, Burnham Hill Partners LLC was the "Burnham Hill Division"
FACTUAL ALLEGATIONS
Ritchie's Loan to Thomas Petters and the Petters Group (the "Ritchie Notes")
16. On or about January 31, 2008, Ritchie received an email from a broker bearing
NEEDED)." The email described a short-term secured financing deal; namely, a 90-day loan at
17. On or about February 1, 2008, Ritchie participated in a conference call with the
broker and Thomas Petters, one of the borrowers, regarding this financing deal. Mr. Petters,
through Polaroid Holding Company, LLC, was owner of 100% of the stock in Polaroid
Corporation ("Polaroid").
18. During this call, Ritchie was told that short-term financing was sought to pay off a
revolving credit facility issued by J.P. Morgan to Polaroid, and serve as short-term "bridge
financing until Polaroid could sell certain of its trademarks to a brand licensing company.
Ritchie was told that the J.P. Morgan credit facility would expire in February 2008, with the sale
19. During this call, Ritchie was told that Petters/PGW had an immediate need for
$31 million, with this sum represented to be the then-outstanding amount owed by Polaroid on
20. Ritchie was told that Petters/PGW were seeking to borrow $150 million on a
short-term basis, and that the loan would be secured by a set of 90-day notes, with 20% interest
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21. Ritchie was told that the loan would be personally guaranteed by Thomas Petters.
22. On or about February 1, 2008, Ritchie consented to provide this bridge financing
to Thomas Petters and PGW. The same day, Ritchie wired $31 million to PGW, as the first
23. Between February 1 through February 19, 2008, Ritchie loaned a total of $155
million to Petters/PGW. This funding was secured by a series of Notes, issued by PGW, and
personally guaranteed by Petters, including the following two Notes, which were later sold by
assignment to Vicis:
24. On or sometime soon after February 1, 2008, Ritchie decided it would offer some
contacted Jason Adelman, a principal of Burnham Hill, regarding the potential sale of some of
26. On February 6, 2008, CalibraX sent Adelman/Burnham Hill drafts of the legal
documents relating to the Ritchie Notes, including the Note Purchase Agreement, Subordination
Agreement, and Pledge Agreement ("Ritchie Note Documents"). CalibraX also sent Adelman a
27. On information and belief, on February 6, 2008, or shortly thereafter, and in any
case prior to Vicis' purchase of the Ritchie Notes, Burnham Hill and Petters/PGW reached an
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agreement whereby Petters/PGW would pay Burnham Hill 2 points (2% of funds invested) for
28. On or about February 6, 2008, Adelman/Burnham Hill contacted Vieis for the
purpose of soliciting an investment in the Ritchie Notes. In an email Adelman told Vicis: "We
are working on a time sensitive opportunity on a $150 million short term loan backed by 100%
ownership in a globally recognized brand. $100 million has been funded this week. There is an
Hill stated that the collateral for the Ritchie Note transaction "looks really good, and that
payment within the 90 day time frame "looks good, adding: "When can we speak?"
30. Vicis did not immediately respond to Adelman's solicitation, yet Adelman, on
February 13, 2008, emailed CalibraX to indicate that Burnham Hill would purchase $25 to $50
31. On February 13, 2008, Adelman again contacted Vicis, stating: "We need to talk
about the $25-50 million secondary paper.... 20% money for 90 days."
32. The following day, February 14, 2008, Vicis tentatively rejected the offer of
Ritchie Notes in an email to Adelman. In this email, Shad Stastney, a principal of Vicis, stated:
"my gut reaction is no--debt markets generally are seized up to an extent not seen in some time,
so those terms are frankly not as exceptional as you might think right now. But happy to
discuss."
recommending that Vicis invest in the Ritchie Notes. Adelman told Vicis that the Notes were
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100% secured by Polaroid stock, and that, while the original deal for $150 million in Ritchie
Notes was already subscribed, he had "carved a piece for us by my persistence in doing the ropa
34. On February 14, 2008, Adelman spoke with Stastney. In reliance on Adelman's
representations and on Vicis' behalf, Stastney verbally agreed to invest $25 million in the Ritchie
Note transaction. Neither Stastney nor anyone else at Vicis received information about the
Ritchie Notes from any person other than Ritchie, Adelman, Liss and Burnham Hill.
35. Shortly thereafter, also on February 14, 2008, Adelman emailed an attorney for
Ritchie Capital to state that Vicis would invest in some of the Ritchie Notes.
36. On February 15, 2008, Adelman/Burnham Hill received a revised set of the
Ritchie Note loan documents. These draft loan documents, as with the previous drafts received
relating to its purchase of $25 million in Ritchie Notes. Adelman's email stated that Vicis would
receive "notes with a face value of $25 million and maturity of 90 days from the date of original
issuance which occurred on or around February 4th, 2008.
38. On February 19, 2008, Michael Liss, a principal of Burnham Hill, provided Vicis
with wiring instructions for purchase of the Ritchie Notes. The same day, following these
instructions, Vicis sent two wire transfers: $16, 105,205.48 to Rhone, and $9, 059, 178.08 to
39. The two Vicis wire transfers were for the purchase of the Ritchie Notes identified
in paragraph 22, above. Both Notes were scheduled to be paid off in full, with interest, on May
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4, 2008. The amount in excess of $25 million ($164, 383.56) was interest to Ritchie for the time
40. On February 19, 2008, just as Vicis was wiring funds for the purchase of the
Ritchie Notes, an attorney for Ritchie emailed Burnham Hill and Ritchie to advise that there
would be no pledge of Polaroid stock, only the personal guarantee from Tom Petters. This email
41. On February 19, 2008, Liss/Burnham Hill emailed Vicis an Assignment and
Assumption Agreement ("Assignment Agreement"), which identified the two Ritchie Notes that
Vicis was purchasing. Keith Hughes, Chief Financial Officer for Vicis Capital, LLC, executed
42. On February 19, 2008, the same day Vicis purchased two of the Ritchie Notes,
Petters and PGW entered into a Note Purchase Agreement ("Note Agreement") with Ritchie.
43. The Note Agreement gave Petters/PGW "sole discretion" over the loan funds, and
thus imposed no limit on how Petters/PGW, as borrowers, may use these funds.
agent" for the notes, with the power, among other things, to collect any and all payments under
the Notes, and to enforce the rights and remedies of the Note holders with respect to the
borrowers.
45. The Note Agreement provided that, in the event of default, Vicis could not pursue
any rights or remedies against Petters/PGW without the approval of investors holding a majority
of the Ritchie Notes--i.e., without the approval of Ritchie, which held more than 50% of the
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46. Vicis was provided with a copy of the Notes it purchased from Ritchie on or
about February 26, 2008, well after it purchased the Ritchie Notes.
47. Vicis was provided a copy of the executed Ritchie Note Documents (i.e., Note
48. On February 19, 2008, the day Vicis purchased the two Ritchie Notes, Burnham
Hill billed Petters/PGW for its $500, 000 Financial Advisory Origination Fee. This sum was 2%
of Vicis' $25 million investment. Burnham Hill's invoice directed Petters/PGW to wire the funds
49. On information and belief, Petters/PGW paid Burnham Hill this $500, 000
50. Burnham Hill did not disclose to Vicis that it was being paid this commission by
Petters/POW.
Defendants' Misrepresentations
51. Defendants' had substantially more information in their possession relating to the
Ritchie Notes than they provided to Vicis, and deliberately failed to disclose much of this
52. Adelman, Liss and Burnham Hill told Vicis they had performed due diligence on
Petters/PGW and the Ritchie Note transaction when, in fact, they had not. See, e.g., FINRA
53. Defendants made the following misrepresentations and omissions of material fact,
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a. Adelman, Liss and Burnham Hill failed to disclose that they had a conflict
b. Adelman, Liss and Burnham Hill told Vicis that the Ritchie Note
Burnham Hill's "ropa dope" efforts, and that other investors were waiting
c. Adelman and Burnham Hill told Vicis that Petters "check[s] out as a
straight shooter."
d. Adelman and Burnham Hill told Vicis the prospect for repayment of the
e. Adelman, Liss and Burnham Hill failed to provide Vicis with a copy of the
2008.
guarantee;
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i. Defendants failed to disclose that Ritchie's approval was required before
Vicis could pursue its rights and remedies against Petters/PGW in the
lenders on the Notes (Rhone Holdings II and Ritchie Special Capital), and
that this conflict of interest would cause Ritchie to later negotiate benefits
k. Adelman, Liss and Burnham Hill failed to disclose that in connection with
54. Defendants knew that their representations and omissions of fact were false and
misleading, and that their statements were material to Vicis' decision about whether to purchase
the Ritchie Notes.
decision, and Vicis relied on Defendants' misrepresentations and omissions when it made the
decision to invest in the Ritchie Notes.
56. Vicis has been directly damaged by Defendants' actions, misrepresentations, and
57. The two Ritchie Notes purchased by Vicis were scheduled to be repaid, with
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58. As contemplated in the Loan Documents, the funds were to be paid to Ritchie
Capital, as administrative agent. Ritchie Capital would deduct a fee from the funds, and then
59. On or about May 1, 2008, Vicis emailed Ritchie with instructions on where to
Adelman responded: "I think it will hit Wed (with the additional interest as well). If not
paid.
we will use the personal guarantee and capture additional value and visibility. My gut is 90
percent it goes smoothly.... The reference to "Wed" was to Wednesday, May 7, 2008.
61. What followed was a series of repeated promises by Petters/PGW to repay the
two Ritchie Notes held by Vicis, and lulling behavior by Adelman, Liss and Burnham Hill, who
repeatedly sought to reassure Vicis that payment would be forthcoming and to dissuade Vicis
62. On May 7, 2008, Adelman emailed Vicis: "It would appear like we are on a good
path to a successful transaction (his explanation for late payment is a bit dubious in my opinion),
63. On May 12, 2008, after the Notes were not repaid, Burnham Hill told Vicis that
Petters had committed to repaying the $25 million, with additional interest, by May 19, 2008.
64. On May 18, 2008, Adelman emailed Vicis: "Based on the current communication,
there should be cleared funds to Vicis by Wednesday [May 2 1]. If not, we will quickly move to
enforce the personal guarantee at which point it gets more public (bad outcome for the Petters
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65. Throughout May and June 2008, Adelman and Liss engaged in
were
increasingly
hysterical, behind-the-scenes efforts to obtain repayment of the $25 million Vicis investment.
During this time period, Adelman and Liss purported to be working exclusively for Vicis, and
assisting Vicis in taking legal action against Petters/PGW when in fact, on information and
belief, they were working behind the scenes to forestall any legal action.
66. When Petters/PGW failed to provide the funds on either May 19 or 21, 2008,
Burnham Hill told Vicis that Petters had committed to repaying the loan by May 29, 2008.
67. On May 28, 2008, Adelman emailed Vicis: "Latest communication below. Things
are in order."
68. On May 29, 2008, Petters/PGW again failed to pay. Adelman forwarded to Vicis
an email from Petters in which Petters promised to repay the loan "at the latest" by June 9, 2008.
Commenting on this new promise, Adelman stated: "This is going to be quite lucrative. Petters
has a $50 million receivable coming from Wal Mart on the 9th." This information was false and,
69. On June 5, 2008, Adelman emailed Vicis: "Here is the latest... We are in very
71. Beginning on June 13, 2008, Petters/POW began making occasional, partial
72. On June 13, 2008, Vicis received $2, 612, 005 from Petters/POW. The funds were
channeled from Petters/POW through Ritchie, as administrative agent, which deducted a fee
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73. On June 16, 2008, Liss sent Vicis an engagement letter to sign and return from
Schwartz Cooper, the law firm, Liss said, "representing Vicis in the Petters matter." In fact, this
74. On June 16 and 17, 2008, Vicis received two further wires from Ritchie totaling
75. On June 17, 2008, Adelman, in an email, told Vicis: "Chipping away nicely. The
76. On June 17, 2008, Liss told Vicis that Schwartz Cooper, on Vicis' behalf, had sent
77. On June 18, 2008, Liss and Adelman forwarded Vicis an email from Petters
wherein Petters stated: "We are very confident that all the notes will be extinguished in next 3-4
days..
78. On June 19, 2008, Liss told Vicis: "We are drafting the complaint to pursue
Petters personally for service Monday, subject to any new information and/or developments."
79. On June 20, 2008, Petters emailed Liss stating: "Just got a call... that wires
totaling far in excess of what we owe on your notes [notes held by Vicis] will be wired on
Tuesday and Wednesday to Petters Co. Inc. from Sams Club." Liss forwarded this email to
Vicis.
80. On June 22, 2008, Liss told Vicis: "Whatever [Petters] owes at close of business
Thursday."
81. On June 25, 2008, Liss sent Vicis the draft of a legal complaint against Petters,
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82. On June 29, 2008, in an internal Burnham Hill email, Liss instructed Adelman-
83. On July 1, 2008, Adelman emailed Tom Petters stating: "Given the dynamic of
the relationships involved here I have been to [sic] lobbying hard behind the scenes to delay the
legal action by Vicis in an effort to create a positive resolution for all involved." Adelman
further stated: "My ability to influence further the delay of the filing of the suit is really waning
at this point."
84. Between July 1 and July 23, 2008, Vicis, through Ritchie, received a series of
85. On July 17, 2008, Petters emailed Adelman and Liss telling them that the claimed
payment from Sam's Club, which he had said would allow complete repayment to Vicis, "was
86. On July 23, 2008, Petters promised Liss the Vicis loan would be "[c]ompletely
paid off next week [week of July 28]. Liss relayed this pledge to Vicis,
87. In August, Vicis received an additional $2, 258, 244.30 in repayment from
Petters/POW.
88. On August 21, 2008, Adelman emailed Vicis, stating that Petters/POW owed
$16, 385,721.61, including current interest, on the Ritchie Notes purchased by Vicis. "We are
staying on him [Petters] hard and it is getting done, Adelman stated. "Numbers look good on
this."
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Adelman and Liss Received Negative Information on Petters/PGW That Did Not
Communicate to Vicis
90. After February 19, 2008, Adelman and Liss received significant and material
negative infoimation about Petters/POW, and Petters/POW's ability to repay the Ritchie Notes,
a. In June, on information and belief, Adelman and Liss learned that Polaroid
assets being relied on to secure the Ritchie Notes, via Petters' personal
b. By no later than July 1, 2008, Adelman and Liss learned that two other
d. By no later than early September 2008, Adelman and Liss had concluded
Petters was a "liar, but did not relay this assessment to Vicis.
91. Ritchie loaned additional funds to Petters/POW after February 19, 2008, including
a short-term, three-week loan of $8, 000, 000, from Ritchie Capital Structure Arbitrage Trading,
92. On September 19, 2008, Petters and Ritchie Capital entered into an Extension and
Amendment Agreement, acknowledging that one or more defaults had occurred under the
Ritchie Notes and agreeing to extend the maturity dates of these Notes. In exchange, Ritchie
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received a security interest in collateral from the Polaroid Company, as security for the Ritchie
Notes they held.
93. Vicis was not a party to the Extension and Amendment Agreement, nor were its
interests protected by Ritchie as its agent with respect to the Ritchie Notes. Among other things:
a. Vicis did not receive the benefit of the security interest granted to Ritchie
Note held by Vicis would not constitute a default vis-à-vis the Ritchie
94. On September 24, 2008, the FBI executed a search warrant at Petters' house and
95. Even after learning of this development, Adelman emailed Vicis to state: "Ritchie
has now secured additional security interests" as security for repayment of the Ritchie Notes, and
that "Vicis holds the pari passu rights with Ritchie...." The statement that Vicis held "pari passu
rights with Ritchie" by virtue of the Extension and Amendment Agreement was false when
made.
96. On or about September 26, 2008, one week after receiving various protections,
covenants and commitments via the Ritchie Extension Agreement, Ritchie Capital declared a
default and accelerated all amounts due under the Ritchie Notes.
97. On September 26, 2008, Burnham Hill received a copy of the September 19, 2008
Extension Agreement, which did not cover the Ritchie Notes sold to Vicis. This infoll lation was
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98. Even as late as October 3, 2008, Adelman/Burnham Hill assured Vicis that the
FBI search did not signal trouble in light of the Ritchie Extension Agreement, stating: "We are
aligned financially with Ritchie, who is well positioned here. The transaction was made at the
parent level. The stuff in the news deals with PCI (Petter Corp. Inc.). We did not have loans to
that entity."
COUNT ONE
(Violation of 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5--Ritchie,
Adelman, Liss and Burnham Hill)
99. Vicis realleges paragraphs 1-98, above, as if fully set forth herein.
100. Section 10(b) of the Securities Exchange Act of 1934 forbids the "use or employ,
in connection with the purchase or sale of any security... [of] any manipulative or deceptive
device or contrivance in contravention of such rules and regulations as the [SEC] may prescribe
as necessary or appropriate in the public interest or for the protection of investors." 15 U.S.C.
78j (b).
101. Rule 1 Ob-5 (Employment of Manipulative and Deceptive Practices), issued under
17 C.F.R. 240.10b-5.
102. By reason of the conduct alleged herein, Defendants knowingly violated 10(b)
of the Exchange Act and Rule 10b-5 promulgated thereunder in that they: (i) employed devices,
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schemes, and artifices to defraud; (ii) made untrue statements of material fact or omitted to state
material facts necessary to make statements made, in light of the circumstances under which they
were made, not misleading; and/or (iii) engaged in acts, practices and a course of business that
operated as a fraud or deceit upon Vicis in connection with their offer of the Ritchie Notes to
Vicis.
103. Adelman and Liss were and are controlling persons within the meaning of §20(a)
of the Exchange Act. By reasons of their ownership and management of Burnham Hill they had
the power and authority to cause Burnham Hill to engage in the wrongful conduct complained of
herein, and by reason of such conduct are liable pursuant to §20(a) of the Exchange Act.
104. Vicis has been damaged by Defendants' actions, misrepresentations and omissions
COUNT TWO
(Violation of 15(a) of the Exchange Act--Adelman, Liss and Burnham Hill)
105. Vicis realleges paragraphs 1-98, above, as if fully set forth herein.
106. Adelman, Liss and Burnham Hill, by engaging in the conduct described above,
including arranging for and receiving a commission paid to the "Burnham Hill Division" of Pali
Capital, Inc., made use of the mails or means or instrumentalities of interstate commerce to effect
transactions in, or to induce or attempt to induce the purchase or sale of securities, without being
registered as a broker or dealer in accordance with Section 15(b) of the Exchange Act, 15 U.S.C.
78o(b).
107. Vicis has been damaged by Adelman, Liss and Burnham Hill's actions in an
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COUNT THREE
(Common Law Fraud, Illinois and New York Law--Ritchie, Adelman, Liss
and Burnham Hill)
108. Vicis realleges paragraphs 1-98, above, as if fully set forth herein.
109. Adelman, Liss and Burnham Hill were in the business of advising others,
including Vicis, with respect to financial transactions, and recommending financial transactions
were false and misleading. Defendants also failed to disclose material facts relating to the
Ritchie Notes, which facts were necessary in order to make their statements, in light of the
intentionally, and/or with conscious disregard for the truth, accuracy and completeness of such
statements.
112. Vicis relied on the statements and information provided by Defendants when
deciding to invest in the Ritchie Notes, and Defendants intended that Vicis rely on such
WHEREFORE, Plaintiffs Vicis Capital LLC and Vicis Capital Master Fund pray for
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amount to be established at trial, including the costs of corrective action and
interest;
2. Punitive damages;
3. Vicis' costs and disbursements, including reasonable attorneys' and expert witness
fees;
4. Pre- and post-judgment interest at the highest rate allowed by law; and
5. Such other and further relief as the Court deems just and proper.
Plaintiffs Vicis Capital LLC and Vicis Capital Master Fund Ltd. demand a jury trial on
LITTLETON JOYCE
UGHETTA PARK & KELLY LLP
By:
Bryon. iedman, Esq.
4 Manhattanville Road, Suite 202
Purchase, New York 10577
(914) 417-3400
Fax (914) 417-3401
Email Bryon.FriedmangLittletonJoyce.com
File No. 00136.00002
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