Frequently Asked Questions
  1. What is a Class Action?
  2. Am I being sued?
  3. Do I have to pay for a lawyer?
  4. What is your relationship to the Defendant/Plaintiff/Case/Settlement?
  5. Do I have to participate?
  6. What is the difference between filing an Objection and filing a Request for Exclusion?
  7. Can I object and then exclude myself later?
  8. If I exclude myself from the Settlement, is it possible for me to opt back in?
  9. How do I know this Class Action is legitimate?
  10. How will my information be protected?
  11. What is your opinion of this Case and what do you think I should do?
  12. Can I speak directly to the people processing my claim?
  13. Can I file a Claim on behalf of a deceased claimant?
  14. Why did I receive a Notice?
  15. What is this lawsuit about?
  16. Who are the Defendants in this Consolidated Action?
  17. Who are the Plaintiffs in this Consolidated Action?
  18. Why is there a Settlement in the Case and not a Trial?
  1. What is the current status of the lawsuit?
  2. What was the outcome of the Settlement Hearing?
  3. Where can I find more information on this Case? Or, Where can I find updates on this Settlement?
  4. How do I know if I am a member of this Class? OR Who is eligible to participate in this lawsuit?
  5. Are there exceptions to being included in the Settlement Class?
  6. What are my options?
  7. How can I get a payment?
  8. What happens if I do nothing?
  9. How can I exclude myself from the Settlement?
  10. What does the Proposed Settlement provide?
  11. How much will my payment be?
  12. What is the Plan of Allocation?
  13. How will I receive my payment?
  14. When would I get my payment?
  15. How long after the Court approves the Settlement will payments be made?
  16. Do I have a lawyer in this case?
  17. How will the lawyers be paid?

BASIC INFORMATION

  1. What is a Class Action?

    In a class action, one or more people called “class representatives” sue on behalf of themselves and other people who have similar claims and allegations. All these people are plaintiffs and they are considered a “class”. The people they are suing are called the defendants.

    If the class receives certification, as the Settlement Class did here, one Court decides the issues for all class members, except for those who ask to exclude themselves from the class.

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  2. Am I being sued?

    No. You are not being sued. You can choose whether to participate in the Settlement. Your options are explained in the Notice, which is available on the Important Documents page of this website.

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  3. Do I have to pay for a lawyer?

    No. You, and all other Settlement Class Members, are represented by Class Counsel at no individual cost to you. Class Counsel are lawyers appointed by the Court to look after the interests of the Class Members. While it is not necessary for you to get your own lawyer, you have the right to do so. However, you would have to pay for that lawyer with your own money.

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  4. What is your relationship to the Defendant/Plaintiff/Case/Settlement?

    We are Epiq Systems, a legal services firm hired to fulfill certain responsibilities in this case. As such, we are a neutral third party and have no direct association with the Defendant or Plaintiff.

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  5. Do I have to participate?

    No. You have no legal obligation to participate in this lawsuit or the Settlement. However, we suggest that you examine your available options before deciding whether to participate or not. Your rights are affected even if you do nothing.

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  6. What is the difference between filing an Objection and filing a Request for Exclusion?

    Objecting is simply telling the Court that you don’t like something about the Settlement. You can object only if you stay in the Settlement Class. Excluding yourself – sometimes called “opting out” - is telling the Court that you don’t want to be part of the Settlement Class or Settlement.

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  7. Can I object and then exclude myself later?

    No. You cannot do both. If you object, you will stay in the Settlement Class, and be bound by the Court’s decisions in connection with the Settlement and the final terms of the Settlement no matter whether you file a claim.

    If you exclude yourself, or “opt out,” you are no longer a Class Member and will not be bound by the final outcome of the Settlement no matter what might happen as the result of the Settlement Hearing and any objections that may have been considered.

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  8. If I exclude myself from the Settlement, is it possible for me to opt back in?

    No. If you exclude yourself from the Settlement, then you cannot file a claim or otherwise participate in the Settlement, unless you file a retraction before the exclusion deadline.

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  9. How do I know this Class Action is legitimate?

    If you are concerned about the legitimacy of our company, the Class Action, or the Notice you received, feel free to visit our company website or any available websites established by the Court responsible for certification of the Settlement Class, or by Class Counsel. Typically there will be information, including legal documents that may serve to address your concern.

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  10. How will my information be protected?

    As a long-established legal services firm, our electronic systems, software applications, employee and operational protocols, are all designed to afford utmost protection and security for the case information provided to us. Further, we are obligated to fulfill the security requirements mandated by the various Court Jurisdictions and Governmental Entities that oversee the various types of cases we administer.

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  11. What is your opinion of this Case and what do you think I should do?

    As an agent of the Claims Administrator and therefore a neutral, third party, it would be inappropriate for us to offer an opinion on the merits of this case that we have been assigned to. Telling you what we think you should do would also be inappropriate and would amount to giving you legal advice that we are neither qualified, nor authorized to give.

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  12. Can I speak directly to the people processing my claim?

    We have a Contact Center and agents available to serve your needs and address any questions or issues you may have. If we are unable to provide an immediate answer or solution to your concerns we can elevate them to our Resource Team for a timely response. You can contact an agent by calling: (866) 833-7918 from 6 a.m. to 6 p.m., Monday-Friday (PST).

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  13. Can I file a Claim on behalf of a deceased claimant?

    Yes, if you are the legal representative of the Claimant’s estate you may file a claim on behalf of the estate. If you are the legal representative, you will need to include proof of your representation when you submit the Claims Package. If you are not currently the legal representative, but believe you will be appointed, you will need to explain that in detail on the Claim Form. You will also need a copy of the individual’s death certificate in order to file a claim on behalf of a deceased person.

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  14. Why did I receive a Notice?

    You or someone in your family may have purchased the publicly traded securities of Carter’s during the period from March 16, 2005 through November 10, 2009, inclusive.

    The Court directed that the Notice be sent to Settlement Class Members because they have a right to know about a proposed partial settlement of a class action lawsuit, and about all of their options, before the Court decides whether to approve the Settlement.

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  15. What is this lawsuit about?

    The main complaint in the Consolidated Action is the Second Amended and Consolidated Class Action Complaint for Violations of Federal Securities Laws (the “Second Amended Complaint”). The Second Amended Complaint generally alleges, among other things, that the Defendants violated Sections 10(b), 20(a), and 20A of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated there under by making alleged misstatements and omissions during the Class Period in connection with Carter’s publicly-filed financials. The alleged misstatements concern the growth prospects of children’s apparel manufacturer OshKosh B’Gosh, Inc. (“OshKosh”), which was acquired by Carter’s in July 2005, as well as an alleged “smoothing” of Carter’s financial results by the manipulation of accommodation payments. The Second Amended Complaint further alleges that Lead Plaintiff and other Settlement Class Members purchased Carter’s publicly traded securities during the Class Period at artificially inflated prices and were damaged thereby.

    The Consolidated Action seeks money damages against the Settling Defendants for violations of the federal securities laws. The Settling Defendants deny all allegations of misconduct contained in the Second Amended Complaint, and deny having engaged in any wrongdoing whatsoever. The Settlement should not be construed or seen as evidence of or an admission or concession on the part of any Settling Defendant with respect to any claim or of any fault or liability or wrongdoing or damage whatsoever, or any infirmity in the defenses that the Settling Defendants have asserted.

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  16. Who are the Defendants in this Consolidated Action?

    The companies and the persons being sued are called defendants. The Settling Defendants in this partial Settlement are Carter’s, Frederick J. Rowan, II, Joseph Pacifico, Michael D. Casey, Andrew North, Charles E. Whetzel, Jr., and Joseph M. Elles. The Consolidated Action continues against Non-Settling Defendant PricewaterhouseCoopers LLP (“PwC”).

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  17. Who are the Plaintiffs in this Consolidated Action?

    The people who sued are called plaintiffs. The Lead Plaintiff in the Consolidated Action, representing the Settlement Class, is Plymouth County Retirement System.

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  18. Why is there a Settlement in the Consolidated Action and not a Trial?

    The Court did not finally decide in favor of Lead Plaintiff or the Settling Defendants. Instead, both sides, with the assistance of former United States District Judge Layn R. Phillips acting as a mediator, agreed to a settlement. That way, they avoid the risks and cost of a trial and the people affected will get compensation immediately, rather than after the time it would take to have a trial and exhaust all appeals. Lead Plaintiff and Lead Counsel think the Settlement is in the best interest of all Settlement Class Members.

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  19. What is the current status of the lawsuit?

    The Court approved the Carter's Settlement at the Fairness Hearing on May 31, 2012.

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  20. What was the outcome of the Settlement Hearing?

    The Court held a Settlement Hearing on May 31, 2012, at the United States District Court for the Northern District of Georgia in the Richard B. Russell Federal Building and United States Courthouse, Courtroom 2308, 75 Spring Street, SW, Atlanta, GA 30303-3309.

    At the Settlement Hearing, the Court approved the Settlement. The Final Order and Judgment was entered on June 1, 2012 and can be found on the Documents page.

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  21. Where can I find more information on this Consolidated Action? Or, where can I find updates on this Settlement?

    More details are in the Stipulation, dated December 21, 2011. You may review the Stipulation filed with the Court and documents filed during the case during business hours at the Office of the Clerk of the United States District Court for the Northern District of Georgia, Richard B. Russell Federal Building and United States Courthouse, 75 Spring Street, SW, Atlanta, GA 30303-3309.

    You can visit the Important Documents page of this website or Lead Counsel’s website www.labaton.com, where you can find answers to common questions about the Settlement, download copies of the Stipulation or Proof of Claim, and locate other information to help you determine whether you are a Settlement Class Member and whether you are eligible for a payment. You also can call the Claims Administrator toll free at 866-833-7918 or write to In re Carter’s, Inc. Securities Litigation, Claims Administrator, P.O. Box 5110, Portland, OR, 97208-5110.

    Please do not call the court with questions about the Settlement.

  22. How do I know if I am a member of the Settlement Class? Or, who is eligible to participate in this lawsuit?

    The Court directed, for the purpose of the proposed Settlement, that everyone who fits this description is a Settlement Class Member, unless they are an excluded person or they take steps to exclude themselves (see below): all persons or entities who purchased the publicly traded securities of Carter’s during the period from March 16, 2005 through November 10, 2009, inclusive and were allegedly damaged thereby. The Court has not yet certified the potential class with respect to the continuing claims against PwC.

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  23. Are there exceptions to being included in the Settlement Class?

    Excluded from the Settlement Class are: the Defendants; the officers and directors of the Company, at all relevant times; any entity in which the Defendants have or had a controlling interest; members of the immediate families of the Individual Defendants; and the legal representatives, heirs, successors or assigns of any excluded person. Also excluded from the Settlement Class will be any Person who timely and validly seeks exclusion from the Settlement Class in accordance with the requirements in the Notice.

    If one of your mutual funds purchased or owned shares of Carter’s securities during the Class Period, that alone does not make you a Settlement Class Member. You are only eligible to be a Settlement Class Member if you individually purchased or otherwise acquired Carter’s securities during the Class Period. Check your investment records or contact your broker to see if you purchased or otherwise acquired Carter’s securities during the Class Period.

    If you sold Carter’s securities during the Class Period, your sale alone does not make you a Settlement Class Member. You are eligible to be a Settlement Class Member only if you purchased or otherwise acquired your securities during the Class Period.

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  24. What are my options?

    You may file a Proof of Claim, exclude yourself from the Settlement, object, or simply do nothing and remain in the Settlement Class.

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  25. How can I get a payment?

    To qualify for a payment, you must send in a valid and timely Proof of Claim. You may get a Proof of Claim on the Important Documents page of this website. If you need copies of your records, and have a broker, your broker should be able to help you request copies. If you are a registered shareholder who purchased shares directly through Carter’s you may contact the American Stock Transfer & Trust Company, LLC at (800) 937-5449 with questions about your transactions. The Claims Administrator can also help you if you have questions about the form. Please read the instructions carefully, fill out the Proof of Claim, include all the documents the form asks for, sign it, and mail it postmarked no later than June 1, 2012.

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  26. What happens if I do nothing?

    If you do nothing, you will get no money from this Settlement and you will be precluded from starting a lawsuit, continuing with a lawsuit, or being part of any other lawsuit against the Settling Defendants and the other Released Defendant Parties about the Released Claims in this case, ever again. To share in the Net Settlement Fund you must submit a Proof of Claim. To start, continue or be a part of any other lawsuit against the Settling Defendants and the other Released Defendant Parties about the Released Claims in this case you must exclude yourself from this Settlement Class.

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  27. How can I exclude myself from the Settlement?

    To exclude yourself from the Settlement Class, you must send a signed letter by mail stating that you “request exclusion from the Settlement Class in In re Carter’s, Inc. Securities Litigation, No. 1:08-CV-2940-AT (N.D.Ga.).” Your letter must state the date(s), price(s), and number(s) of shares of all your purchases, acquisitions, and sales of Carter’s securities during the Class Period. In addition, be sure to include your name, address, telephone number and your signature. You must mail your exclusion request postmarked no later than May 10, 2012, to:

    In re Carter’s, Inc. Securities Litigation - EXCLUSIONS Claims Administrator P.O. Box 5110 Portland, OR 97208-5110

    You cannot exclude yourself by telephone or by email. Your exclusion request must comply with these requirements in order to be valid. If you write to request to be excluded, you will not get any settlement payment, and you cannot object to the Settlement. You will not be legally bound by the Settlement, and you may be able to sue (or continue to sue) Settling Defendants and the other Released Defendant Parties in the future.

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  28. What does the Proposed Settlement provide?

    In exchange for the Settlement and the release of the Released Claims (defined in the Notice) against the Released Defendant Parties (defined in the Notice), the Settling Defendants have agreed to create a $20 million fund to be divided, after deduction of Court-awarded attorneys’ fees and expenses, settlement administration costs, and any applicable taxes, among all Settlement Class Members who send in valid and timely Proofs of Claim.

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  29. How much will my payment be?

    Your share of the fund will depend on several things, including: (1) the total amount of Recognized Losses of other Settlement Class Members; (2) how many shares of Carter’s securities you bought; (3) how much you paid for your shares; (4) when you bought the shares; (5) whether or when you sold them (and, if so, for how much).

    Your recognized claim will be calculated according to the Plan of Allocation. It is unlikely that you will get a payment for your entire recognized claim, given the number of potential Settlement Class Members. After all Settlement Class Members have sent in their Proofs of Claim, the payment you get will be a portion of the Net Settlement Fund based on your Recognized Loss divided by the total of everyone’s Recognized Losses, in each category of security.

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  30. What is the Plan of Allocation?

    The purpose of the Plan of Allocation is to distribute settlement proceeds equitably to those Class Members who suffered economic losses resulting from the alleged misrepresentations and omissions by Settling Defendants in the Class Period. The Court may approve the Plan, or modify it without additional notice to the Settlement Class. Any order modifying the Plan will be posted on this settlement website and lead Counsel’s website www.labaton.com

    The Net Settlement Fund will be the gross settlement of $20 million reduced by fees and expenses, reduced by taxes, and increased by interest earned on the settlement amount. The Net Settlement Fund will be distributed among those Class Members who submit timely and valid Proofs of Claim to the Claims Administrator, which are accepted for payment by the Court (“Authorized Claimants”). No distribution of funds among such Authorized Claimants will occur until (1) the Court has approved the Settlement and a plan of allocation, (2) the time has expired for any petition for rehearing or appeal of the Court’s order(s) approving the Settlement and a plan of allocation; and (3) the Court has approved the Claims Administrator’s determinations of eligible claims.

    There are details outlining the specifics of the Plan of Allocation in the Notice which can be found by clicking on the Important Documents tab of this website.

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  31. How will I receive my payment?

    To qualify for payment, you must be a member of the Settlement Class and submit a valid Proof of Claim that is then approved by the Claims Administrator and the Court.

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  32. When would I get my payment?

    The Court approved the Carter's Settlement at the Fairness Hearing on May 31, 2012. Claims processing takes a significant amount of time. Please be patient.

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  33. How long after the Court approves the Settlement will payments be made?

    Once all the Proofs of Claim are processed and claims are calculated, Lead Counsel, without further notice to the Settlement Class, will apply to the Court for an order distributing the Net Settlement Fund to the members of the Settlement Class. Lead Counsel will also ask the Court to approve payment of the Claims Administrator’s fees and expenses incurred in connection with giving notice and administering the Settlement. Please be patient.

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  34. Do I have a lawyer in this case?

    The Court appointed the law firm of Labaton Sucharow LLP to represent all Settlement Class Members. These lawyers are called Lead Counsel. You will not be separately charged for these lawyers. The Court will determine the amount of Lead Counsel’s fees and expenses, which will be paid from the Settlement Fund. If you want to be represented by your own lawyer, you may hire one at your own expense.

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  35. How will the lawyers be paid?

    Lead Counsel has not received any payment for its services in pursuing the claims against the Settling Defendants on behalf of the Settlement Class, nor has it been reimbursed for its litigation expenses. At the Settlement Hearing, or at such other time as the Court may order, Lead Counsel will ask the Court to award it, from the Settlement Fund, attorneys’ fees of no more than 30% of the Settlement Fund, plus any interest on such amount at the same rate and for the same periods as earned by the Settlement Fund, and to reimburse its litigation expenses (such as the cost of experts) that have been incurred in pursuing the Consolidated Action. The request for reimbursement of expenses will not exceed $400,000, plus interest on the expenses at the same rate as may be earned by the Settlement Fund.

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