Full opinion text
OPINION AND ORDER ROSS, District Judge. The lead plaintiffs in this action represent a proposed class of persons who purchased stock in defendant KeySpan Corporation (“KeySpan,” or “the Company”) between November 4, 1999, and January 24, 2002. By the Consolidated Class Action Complaint (“the complaint”), filed May 13, 2002, plaintiffs allege that defendants, KeySpan and 13 of its most senior officers and directors (“the individual defendants”; collectively with KeySpan, “defendants”), violated Section 10(b) of the Securities Exchange Act of 1934 (“the Exchange Act”), 15 U.S.C. § 78j(b), and Rule 10b-5 of the regulations promulgated thereunder, 17 C.F.R. § 240.10b-5. Plaintiffs further allege that the individual defendants, by virtue of their status as controlling persons in the Company, are liable under Section 20(a) of the Exchange Act, 15 U.S.C. § 78t(a). Plaintiffs also assert claims against the individual defendants for insider trading in violation of Section 20A of the Exchange Act, 15 U.S.C. § 78t-1(a). Defendants have moved to dismiss the complaint pursuant to Rules 8, 9(b), and 12(b)(6) of the Federal Rules of Civil Procedure and pursuant to the Private Securities Litigation Reform Act of 1995 (“PSLRA”), 15 U.S.C. § 78u-4, et seq. For the reasons below, the motion is granted, except insofar as it seeks a denial of leave to replead. BACKGROUND The Consolidated Class Action Complaint alleges the following facts. Plaintiffs are purchasers of KeySpan stock during the class period, which runs from November 4, 1999, to January 24, 2002. Defendant KeySpan is the largest investor-owned energy utility company in New York, a registered holding company under the Public Utilities Holding Company Act of 1935 (“PUHCA”), a member of the Standard & Poor’s 500 Index, and the manager of a portfolio of subsidiary service companies. The individual defendants—Robert B. Catell, Craig G. Matthews, Gerald Luterman, Stephen L. Zelkowitz, Robert J. Fani, William K. Feraudo, Wallace P. Parker, Cheryl Smith, Lenore F. Puleo, David Manning, Elaine Weinstein, Lawrence S. Dryer, and Colin P. Watson—were the most senior executives at the Company during the class period. Defendant Catell was the Chairman of the Board of Directors; Defendant Matthews was Vice Chairman. In broad outline, the complaint alleges that defendants artificially inflated the price of KeySpan stock during the class period by concealing the negative effects of two of the Company’s recent acquisitions, Roy Kay, Inc., and Midland Enterprises, a division of Eastern Enterprises. Plaintiffs allege that defendants failed to reveal that as a result of KeySpan’s November 1999 merger with Eastern, a New England-based energy company, the Company would be subject to regulation under PUHCA. This regulation, in turn, would require the Company to divest certain non-utility businesses, such as Midland, a barge and shipping company, as well as a significant portion of Roy Kay, a construction firm, 30 percent of whose business consisted of non-energy-related general contracting. With respect to Roy Kay, the complaint also alleges that defendants hid from investors massive operational and accounting problems Roy Kay was having, problems that eventually cost the Company more than $100 million. The complaint alleges that the difficulties at Roy Kay, as well as the consequences of KeySpan’s regulation under PUHCA, constitute material information of which investors should have been made aware. Plaintiffs allege that the individual defendants fraudulently concealed this information for personal gain, as evidenced by their selling a high volume of their own shares of Company stock during the class period—i.e., before the release of the negative information to the public. I. Materially False and Misleading Statements A. Acquisition of Eastern Enterprises On November 4, 1999, KeySpan announced that it had entered into an agreement to acquire Eastern Enterprises. KeySpan represented that savings from the merger would come to $24 to $29 million annually. The complaint alleges that these figures were materially false and misleading because defendants did not inform investors that as a result of the merger, KeySpan would be subject to the strictures of PUHCA. Regulation under this act would negatively affect the Company—and in fact, would entirely offset the projected savings—by (1) restricting transactions among KeySpan and its affiliates and (2) limiting the Company’s ability to enter into businesses not directly engaged in the energy utility business. As for the latter, the complaint alleges that, in particular, the Company knew and failed to disclose that PUHCA would require the divestiture of Midland, as well as of a significant portion of Roy Kay, which at that time the Company was in the process of acquiring. B. Acquisition of Roy Kay On February 4, 2000, KeySpan announced its acquisition of three engineering and construction contracting companies in the New York metropolitan area, including Roy Kay. In a press release that day, defendant Catell is quoted as follows: “These acquisitions are consistent with KeySpan Energy’s aggressive strategy to expand our home-energy and business-solutions companies. Our goal is to become the premier energy company in the Northeast and this is a major step to achieving that goal.” Compl. ¶ 67; see also Def. Ex. 6 (full text of press release). Catell further stated: The acquisitions are key to achieving the earnings goals set for this year. KeyS-pan will build on the impressive credentials and formidable reputations of our new subsidiaries.... The fit is a natural. We supply developers as well as established commercial, industrial and residential customers with engineering, design, construction, financing, their fuel of choice and the energy management services they want and need. Id. In addition to the foregoing information, the Wall Street Journal reported on February 4, 2000, that KeySpan expected the three acquisitions to provide as much as 20 percent of the Company’s profits within five years. Id. ¶ 64. Plaintiffs allege that the Company’s statements regarding its acquisition of Roy Kay were false and misleading for several reasons. First, plaintiffs assert that the statements omitted the fact that, as a result of the Eastern merger, the Company would soon be subject to PUHCA. As discussed, regulation under PUHCA allegedly would have a negative impact on the profitability of the Roy Kay acquisition by requiring the termination or divestiture of Roy Kay’s general contracting activities— 30 percent of its total business—and by limiting the ability of Roy Kay to provide services to KeySpan affiliates. Plaintiffs further allege that the Company’s February 4 statements misled investors by concealing major problems with Roy Kay’s business. These problems, which the complaint alleges defendants knew of or recklessly ignored, included Roy Kay’s failure to perform several large construction contracts on time and within budget, and developers’ threats of action as a result thereof. In plaintiffs’ words, “[ajnything but the most reckless due diligence would have uncovered the financial and operational problems that existed at Roy Kay at the time of the acquisition.” Compl. ¶ 71. Ultimately, KeySpan would be forced to assume upwards of $100 million in liability from Roy Kay’s derelictions, well in excess of the $20 million KeySpan paid to acquire Roy Kay itself. Additionally, the complaint alleges that the February 4 statements fraudulently concealed the fact that Roy Kay lacked an accounting system and a system of internal control at the time of the acquisition. Lastly, the Company’s reported statement that the new acquisitions would contribute to 20 percent of its profits within five years is alleged to have been false and misleading inasmuch as it was made without any reasonable, good faith basis. C. March 24, 27; April 26; and May 12 2000 Statements In a March 24, 2000 press release and in a Form 8-K filed with the Securities and Exchange Commission (“SEC”) on March 27, 2000, the Company reported that its first quarter earnings for the year were “significantly ahead of analysts’ estimates” and that earnings for the entire year 2000 could likewise exceed estimates. Compl. ¶ 81. Plaintiffs allege that defendant Ca-tell “specifically attributed the higher numbers to success in implementing the Company’s growth strategy”; in support of this allegation, plaintiffs point to Catell’s statement that KeySpan’s “ ‘dividend yield and earnings growth are superior to respective industry groups and make us confident of increasing long-term value for our shareholders.’ ” Id. Regarding the merger with Eastern, Catell was equally sanguine, stating, “We are confident that we will exceed our goal of achieving $30 million in synergy savings and are hoping to achieve a level of savings that will make the merger non-dilutive in the first full year.” Id. On April 26, 2000, KeySpan issued a press release reporting its consolidated earnings for the first quarter of 2000. The release indicated that earnings were 30 percent greater than the previous year’s. On May 12, 2000, the Company filed with the SEC a Form 10-Q for the period ending March 31, 2000. The filing contained the same information regarding earnings as the April 26 press release, and also reported that the Company’s assets had increased by approximately $200 million in its energy-related services because of its recent acquisitions, including that of Roy Kay. Additionally, KeySpan disclosed that following the closing of the Eastern acquisition, expected to take place in 2001, the Company would be subject to regulation under PUHCA. However, plaintiffs allege that KeySpan did not disclose the negative effect that such regulation would have on the Company. The complaint alleges that these statements regarding earnings were false and misleading for two sets of reasons. First, “KeySpan had no reasonable basis for reporting such earnings, as its earnings were jeopardized throughout the entire period because KeySpan failed to properly account for the continuing and mounting contract losses associated with the Roy Kay general contracting operations.” Compl. ¶ 83; see also id. ¶ 85. The complaint asserts that KeySpan also failed to disclose “that Roy Kay operated without proper accounting controls and with substantial unrecorded liabilities that exceeded the entire cost of that acquisition.” Compl. ¶ 85. Plaintiffs allege that Roy Kay’s financial troubles were material to almost the entire quarter given that the Company acquired Roy Kay in January 2000. The second reason plaintiffs assert as to why the statements were misleading is that they concealed the negative effects of the Company’s impending status as a PUHCA-regulated holding company. As described above, plaintiffs allege that the Company did not disclose that under PUHCA, KeySpan would be (1) forced to divest its non-energy-related businesses “at a substantial and material cost,” id. ¶ 85; and (2) prohibited from having its affiliates provide services to one another. D. July 12, 26; August 10; and October 24, 31, 2000 Statements On July 12, 2000, the Company filed a Form 8-K reporting the unaudited consolidated financial statements of the combined KeySpan-Eastern as of the quarter ended March 31, 2000, and for the calendar year 1999. On July 26, in a press release and in another Form 8-K, KeySpan reported its earnings for the second quarter of 2000. The Company indicated that its earnings were up from the same quarter in 1999, as were its profits from its energy-related-services sector. On August 10, the Company filed a 10-Q with the SEC, affirming the financial results announced on July 26. On October 24, 2000, the Company issued a press release reporting its third quarter earnings, which again were greater than those of the same quarter in 1999. Finally, on October 31, 2000, the Company filed its third-quarter 10-Q form, confirming the October 24 results. The 10-Q also discussed the merger agreement between KeySpan and Eastern. In particular, the form noted that the merger would subject KeySpan to PUHCA and that, as a result, its corporate and financial activities, including its ability to pay dividends, would be subject to SEC regulation. The 10-Q also stated that the merger was conditioned on approval by, inter alia, the SEC. The complaint alleges that all of the above statements were fraudulent for the same reason. With respect to each report and press release, plaintiffs assert that it “was materially false and misleading because it made no mention of [an] application [the Company had made with the SEC] to retain [its] non-utility activities after the Eastern acquisition and failed to properly disclose and account for the troubled Roy Kay operations and the resulting jeopardy to [KeySpan’s] reported and future earnings.” Compl. ¶ 90; see also id. ¶¶ 86-89. The SEC application plaintiffs refer to is a filing under PUHCA, which in certain circumstances requires the divestiture of holdings not related to a public utility’s core operations. E. November 9, 2000 On November 9, 2000, the Company reported that it had consummated its merger with Eastern. In a press release issued that day, Robert Catell stated that “KeyS-pan anticipates tremendous growth for regulated and unregulated sales of natural gas and energy-related products and services throughout the region.” Compl. ¶ 91. The report stated that the acquisition increased the Company’s customer base, and that because market saturation for natural gas in the Northeast was low, “the area provides opportunities for significant growth in KeySpan’s regulated gas business.” Id. The press release also reported that KeySpan expected the acquisition to yield pre-tax savings of approximately $40 million per year. The complaint alleges that the press release was materially false and misleading because, yet again, it failed to mention that Eastern’s Midland subsidiary “would be ordered divested by the SEC, which had expressly retained jurisdiction regarding that issue.” Compl. ¶ 92. The failure to disclose the Midland situation rendered the estimate of $40 million in savings a falsity because “the Company failed to properly disclose or account for the uncertainty related to the loss contingency for the required disposal of Midland. The loss contingency, at a minimum, should have been disclosed in the notes to the financial statements at December 31, 2000.” Id. Rather, the complaint alleges, KeySpan did not make these disclosures until the second quarter of 2001, and did not take a write-off of Midland until the fourth quarter of 2001. Plaintiffs assert that this manner of accounting for the Midland transaction violated the GAAP requirements of Financial Accounting Standards (“FAS”) 5, entitled “Accounting for Contingencies,” and the requirements of Accounting Principles Board (“APB”) 16 and FAS 38; these standards “required KeyS-pan to disclose that the allocation of the purchase price was preliminary due to the uncertainty related to the Midland divestiture.” Id. Finally, plaintiffs allege that the Company did not identify Midland as a discontinued operation in the notes to its December 31, 2000 statements, despite having full knowledge at that time of the required divestiture. E. January 25 and March 30, 2001 Statements On January 25, 2001, KeySpan issued a press release and filed a Form 8-K reporting its fourth quarter income as well as its consolidated earnings for fiscal 2000. The Company noted that its subsidiary, KeyS-pan Services, Inc., had recorded its first annual profit, and that its energy-management businesses had achieved their anticipated level of profitability. Additionally, the Company emphasized the successful completion of the Eastern merger. The complaint excerpts the following passage from the press release: Looking to the future, Mr. Catell said, “We have a sound strategy and a strong foundation for future earnings growth. All our businesses have a positive outlook and should be able to build upon this year’s strong performance. Conversions from oil to natural gas in New England and on Long Island are expected to continue at a healthy pace. We maintain a rigorous budget process to control costs and expect to achieve our synergy savings target. As a result, we expect to earn between $2.60 to $2.65 per share in 2001. We will keep our shareholders abreast of any changes to this earnings forecast which may arise from factors including the level of gas prices, winter weather patterns, and the demand for electricity this summer”. Compl. ¶ 94. On March 30, 2001, the Company released its annual 10-K form for 2000, which repeated the consolidated earnings information provided on January 25. The form included Midland’s operations in the financial results “even though KeySpan partially disclosed that Midland’s operations were determined not to be functionally related to KeySpan’s core utility operations as required by PUHCA and the SEC ordered divestment of Midland by November 8, 2003.” Compl. ¶ 96. Plaintiffs claim that the foregoing reports were false and misleading for the same two general reasons as all of the other reports made during 2000: the failure to properly disclose and account for the losses from the troubles at Roy Kay and from the impending divestiture of Midland. In the alternative, plaintiffs allege that these reports were false because of “KeySpan’s failure to disclose that its purchase price allocation was preliminary with respect to the Eastern acquisition due to the uncertainty regarding the forced divestiture of Midland,” and because KeySpan failed to disclose similar “accounting uncertainties [related to] the inevitable divestiture of the general contracting business at Roy Kay.” Compl. ¶ 95; PL Mem. at 14. In light of KeyS-pan’s nondisclosure of these losses—or, alternatively, these “accounting uncertainties”—the reported annual profit of $40.9 million is alleged to have been fraudulent, as are Catell’s statements that the Company maintained a rigorous budget process and that all business segments retained a positive outlook. F. April 26, May 7, and June 25, 2001 Statements On April 26 and May 7, 2001, the Company reported record earnings for the first quarter of 2001. In light of these results, the Company increased its earnings forecast for the year 2001. In addition, the Company stated that KeySpan Services, Inc., the subsidiary that owned Roy Kay, had earnings before interest and taxes (“EBIT”) of $2 million. The complaint alleges that these reports were false and misleading because, as a result of the undisclosed problems at Roy Kay, KeySpan actually had a first quarter loss of $5.5 million, which the Company did not reveal until October 24, 2001. The complaint further alleges that “KeySpan has also failed to restate its previously issued financial statements in order to reflect the combined losses of approximately $100 million that were revealed on July 17, 2001, and October 24, 2001, related to the Roy Kay operations.” Compl. ¶ 105. In addition, the April and May statements are also alleged to be false because of their failure to disclose the impending Midland divestiture and the likely losses therefrom. On June 25, 2001, the Company announced the promotion of defendants Fani, Zelkowitz, and Parker, and further announced that it was combining its unregulated business into KeySpan Energy and Services and Supply, and its regulated businesses into KeySpan Energy Delivery. The Company stated that these actions were “consistent with the evolution of [KeySpan’s] organizational structure” and would enable the Company “to implement [its] growth strategy.” Compl. ¶ 107. Plaintiffs allege that these announcements, like the others, fraudulently concealed the threat to earnings from the negative situation at Roy Kay and the impending divestiture of Midland. G. July 17, 2001 Statements On July 17, 2001, the Company issued a press release and filed a Form 8-K with the SEC announcing that it would take a special charge in the second quarter of $30 million after tax in its energy services division as a result of problems at Roy Kay. The Company reported that the charge reflected unanticipated costs stemming from Roy Kay’s failure to complete certain construction projects, as well as from inaccuracies discovered in Roy Kay’s books. KeySpan announced that it had replaced the management of Roy Kay and initiated litigation against them seeking to recover damages. Defendant Catell stated, “The performance of the Roy Kay companies under their former management was not commensurate with the high standards demanded by KeySpan.” Compl. ¶ 109. Catell stated that the Company was, however, “confident that [its] other acquisitions are performing within expectations. Accordingly, our strategy for building our Energy Services business remains intact.” Id. In a conference call that same day, defendant Luterman stated that KeySpan had been aware of the situation at Roy Kay since April 2001, but had not “put [its] hand around the size and scope of it” until July. Compl. ¶ 112. On July 26, 2001, the Company issued another press release and filed another Form 8-K reporting substantially the same message: that the Company was forced to take a special charge because of problems at Roy Kay but was otherwise well positioned for growth. The complaint alleges that these statements were fraudulent for two reasons. First, plaintiffs contend that Luterman’s statement that the Company had not fully appreciated “the size and scope” of the problems at Roy Kay until July 2001 was false because KeySpan in fact knew of, or recklessly disregarded, these problems from the time it acquired Roy Kay in 1999. Plaintiffs allege that “[a]nything but the most reckless due diligence” would have discovered these problems, which included cost overruns and substantial delays in several construction projects, public conflicts with unions, and a “general reputation as a shoddy contractor.” Compl. ¶ 114. Plaintiffs cite additional problems at Roy Kay after the acquisition, and allege that defendants knew of or recklessly disregarded these as well. Second, plaintiffs allege that the July reports were misleading because they failed to disclose the true amount of the loss attributable to Roy Kay. Only on October 24, 2001, did the Company reveal that, because of Roy Kay, it would have to take an additional $56.6 million after-tax charge, and that it had incurred a $5.5 million loss in the first quarter of 2001. Moreover, KeySpan has never restated its first quarter earnings, as required by GAAP. H. August 13, 2001 Statements On August 13, 2001, the Company filed its Form 10-Q for the second quarter of 2001, reporting the $30 million after-tax charge attributable to Roy Kay. Plaintiffs repeat their allegation that this report was fraudulent for failing to provide the true measure of the losses, which was not disclosed until October. Plaintiffs also reiterate that this filing violated GAAP because it “did not restate the losses to the previously reported financial statements.” Compl. ¶ 118. The complaint alleges, “This should not have been recorded as a special charge under proper contract accounting, as changes in estimates are required by GAAP to be included as part of normal operating income. The fact that it was designated as a special charge affirms Lead Plaintiffs’s [sic] allegation that the amount was a correction of an error related to previously issued financial statements.” Compl. ¶ 119. The August 13 10-Q form also informed shareholders of the forced divestiture of Midland, which the SEC had ordered to be consummated by November 8, 2003. The Company stated that the purchase price allocation of Midland was preliminary, and that the adjustment to reflect its fair value at the purchase date would be made, probably by November 8, 2001. Although plaintiffs acknowledge that the 10-K form for the period ending December 31, 2000, disclosed the forced divestiture of Midland, they allege that this disclosure was “buried” and that, in any event, it did not state that the allocation of the purchase price was preliminary. As described above, plaintiffs allege that the nondisclosure of the uncertainty regarding the purchase price violated GAAP. Moreover, plaintiffs assert, under SEC rules KeySpan’s failure to disclose this uncertainty in its filing for December 31, 2000, precluded its subsequent reallocation. I. October 23 and 24; November 14, 2001 Statements In a press release issued October 23,-2001, a Form 8-K filed the next day, and a Form 10-Q filed November 14, 2001, the Company announced break-even results for the third quarter of 2001, excluding a special after-tax charge of $56.6 million stemming from problems at Roy Kay. The Company announced that it was discontinuing Roy Kay’s general contracting activities, because these were deemed “no longer consistent with [the Company’s] core competencies, strategic focus and risk profile.” Compl. ¶ 125. The Company reported that the special charge reflected unanticipated costs of completing certain construction projects, quarterly operating losses, and the costs associated with discontinuing construction operations altogether, such as the write-off of goodwill. The complaint alleges that these disclosures were materially false and misleading because the Company “did not restate the First Quarter for this loss or the $30.1 million loss announced on July 17, 2001, nor did it restate its First Quarter earnings to reflect the $5.5 million operating loss due to the Roy Kay operations.” Compl. ¶ 126. J. December 6, 2001 Statements On December 6, 2001, the Company issued a press release stating that KeySpan “affirmed its commitment to divest or monetize its non-core assets in 2002, including its Midland in-land barge business.” Compl. ¶ 129. The complaint alleges that this statement was false for failing to disclose that KeySpan would record, on January 24, 2002, a $30.4 million dollar after-tax loss based on the forced sale of Midland. Plaintiffs allege that only on January 24, 2002, the end of the class period, did the Company reveal “all of the information previously withheld from investors,” that is, the full extent of the losses related to Midland and Roy Kay. PI. Mem. at 22; Compl. ¶ 139. II. Scienter Plaintiffs allege that defendants acted with scienter in issuing the foregoing statements and financial results insofar as the individual defendants deliberately provided false information to the investing public in order to maintain KeySpan’s share price at an artificially high level. Plaintiffs allege that the individual defendants’ fraudulent intent is revealed by the large amount of sales of KeySpan stock they sold during the class period. Plaintiffs allege that during the class period, the individual defendants either “(a) acquired shares via exercise of options and liquidated all or substantially all of those holdings, or (b) liquidated all or substantially all of their currently owned shares.” Compl. ¶ 150. Plaintiffs assert that these sales, which resulted in proceeds to the individual defendants of nearly $60 million, were out of the ordinary and amounted to illegal insider trading. The fact that none of the individual defendants had sold their personal stock in the prior year is alleged to provide evidence of the impropriety of the trades, as is the fact that the volume of sales peaked in May 2001, “just prior to the July 17, 2000 announcement of the adverse disclosure of KeySpan’s $30.1 million charge to earnings.” Compl. ¶ 153. Plaintiffs also allege that the SEC initiated an investigation into insider trading by individual KeySpan officers before the July 17,2001 announcement of losses related to Roy Kay. The SEC had begun a preliminary investigation by November 14, 2001, and commenced a formal investigation on March 25, 2002. Plaintiffs further allege that defendants, who were the most senior officers and directors of KeySpan, knew of the falsity of their public statements and filings by virtue of their positions in the Company. The complaint states, “The Individual Defendants controlled and/or possessed the power and authority to control the contents of KeySpan’s Registration Statements, its Form 10-K SEC filings, and quarterly and annual reports and press releases, and were provided copies of the filings, reports and releases alleged herein to be misleading prior to or shortly after their issuance and had the ability and opportunity to present [sic] their issuance and/or cause them to be corrected.” Compl. ¶ 147. As detailed above, the complaint alleges that throughout the class period defendants knew of or recklessly disregarded—yet deliberately concealed from the public—the losses that would result from the Midland divestiture and the problems at Roy Kay. As for the latter, plaintiffs allege that documents disclosed in the Company’s litigation against Roy Kay in Monmouth County, New Jersey, reveal that before acquiring Roy Kay, defendants knew that Roy Kay’s construction operations were a substantial part of its business. Nevertheless, the complaint alleges, defendants completed the acquisition even though it was a substantial certainty that the Eastern merger, and the resulting PUHCA regulation, would require divestiture of these operations. Moreover, as described above, plaintiffs allege that the myriad problems at Roy Kay were known to the Company at the time of its acquisition, and in any event well before the July 17, 2001 disclosure; in partial support of this allegation, plaintiffs attach to the complaint several letters to Roy Kay from parties claiming that it had defaulted on its contractual obligations or otherwise engaged in improprieties. III. Additional Allegations As mentioned, the complaint alleges that defendants’ treatment of the Roy Kay and Midland situations violated GAAP. The complaint contains a separate section entitled “Violations of GAAP,” which in addition to the particular violations outlined above, alleges a variety of other accounting irregularities. In sum, these allegations contend that defendants’ financial statements violated accepted accounting principles because they “did not timely reflect the losses incurred during the Class Period.” Compl. ¶ 175. The complaint asserts that plaintiffs’ reliance on defendants’ misstatements can be established by the fraud-on-the-market doctrine. Plaintiffs allege facts purporting to establish that KeySpan’s securities were traded in an efficient market, that the market promptly digested information regarding KeySpan from all publicly available sources, such as those containing the statements enumerated in the complaint, and that these statements had the effect of creating an unrealistically positive public assessment of KeySpan’s financial situation, an assessment reflected in the Company’s overinflated stock price. Under the circumstances, plaintiffs allege, it is right to presume that plaintiffs relied on defendants’ public misrepresentations in purchasing KeySpan stock. IV. Procedural History On November 27, 2001, Magistrate Judge Go ordered the consolidation of four actions against defendants, the first of which had been filed on August 28, 2001. All four of these actions focused on the financial and operational difficulties at Roy Kay, and alleged a class period ending July 17, 2001. On May 13, 2002, plaintiffs filed the Consolidated Class Action Complaint, which reiterates the charges concerning Roy Kay and adds the allegations related to the acquisition of Eastern Enterprises and the resultant forced divestiture of non-core businesses under PUH-CA. The consolidated complaint alleges a class period extending from November 4, 1999, to January 24, 2002. In the instant motion, which was filed fully briefed on February 7, 2003, defendants raise several grounds for dismissal. Defendants argue that the complaint (1) fails to state a claim for securities fraud in connection with defendants’ alleged concealment of its regulation under PUHCA, inasmuch as defendants actually made public both this regulation and its foreseeable consequences; (2) fails to allege sufficient facts to state a claim regarding defendants’ statements and omissions about Roy Kay; (3) fails to allege sufficient facts to create a strong inference of scienter; (4) improperly seeks to attach liability to inactionable general statements of corporate optimism and forward-looking statements; (5) fails to state a claim under either Section 20(a) or Section 20A of the Exchange Act; and (6) fails to comply with either Rule 8 of the Federal Rules of Civil Procedure or the PSLRA inasmuch as it consists of vague, convoluted “puzzle pleading.” Defendants further argue that the complaint should be dismissed without leave to replead. DISCUSSION I. Legal Standards A. Fed.R.Civ.P. 12(b)(6) Under Rule 12(b)(6), a case should be dismissed only if “it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief.” Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957). As it decides a defendant’s motion to dismiss, “the court must accept as true all the factual allegations in the complaint and must draw all reasonable inferences in favor of the plaintiff.” Hamilton Chapter of Alpha Delta Phi, Inc. v. Hamilton Coll., 128 F.3d 59, 63 (2d Cir.1997). The central question is “not whether a plaintiff will ultimately prevail but whether the claimant is entitled to offer evidence to support the claims.” Scheuer v. Rhodes, 416 U.S. 232, 236, 94 S.Ct. 1683, 40 L.Ed.2d 90 (1974). B. Section 10(b) and Rule 10b-5 of the Exchange Act and Fed. R.Civ.P. 9(b) “To state a cause of action under Section 10(b) and Rule 10b-5, a plaintiff must plead that the defendant made a false statement or omitted a material fact, with scienter, and that plaintiffs reliance on defendant’s action caused plaintiff injury.” San Leandro Emergency Med. Group Profit Sharing Plan v. Philip Morris Cos., 75 F.3d 801, 808 (2d Cir.1996); see also Ganino v. Citizens Utilities Co., 228 F.3d 154, 161 (2d Cir.2000) (“Section 10(b) ... bars conduct involving manipulation or deception, manipulation being practices ... that are intended to mislead investors by artificially affecting market activity, and deception being misrepresentation, or nondisclosure intended to deceive.”) (citation and internal quotation marks omitted). Under the PSLRA, a plaintiff pleading a violation of Section 10(b) and Rule 10b-5 must “specify each statement alleged to have been misleading, the reason or reasons the statement is misleading, and, if an allegation regarding the statement or omission is made on information and belief, the complaint shall state with particularity all facts on which the belief is formed.” 15 U.S.C. § 78u-4(b)(1); see also In re Scholastic Corp. Sec. Litig., 252 F.3d 63, 69 (2d Cir.2001). Rule 9(b) of the Federal Rules of Civil Procedure also requires that the circumstances of the alleged fraud be stated “with particularity.” Fed.R.Civ.P. 9(b). In the securities fraud context, Rule 9(b) requires that “[t]he complaint must identify the statements plaintiff asserts were fraudulent and why, in plaintiffs view, they were fraudulent, specifying who made them, and where and when they were made.” In re Scholastic Corp., 252 F.3d at 69-70 (citing Mills v. Polar Molecular Corp., 12 F.3d 1170, 1175 (2d Cir.1993)). A plaintiff must also allege that the fraudulent statement or omission that the defendant had a duty to disclose was material. The Second Circuit recently summarized the standard for pleading materiality as follows: At the pleading stage, a plaintiff satisfies the materiality requirement of Rule 10b-5 by alleging a statement or omission that a reasonable investor would have considered significant in making investment decisions. See Basic Inc. v. Levinson, 485 U.S. 224, 231, 108 S.Ct. 978, 99 L.Ed.2d 194 (1988) (adopting the standard in TSC Indus., Inc. v. Northway, Inc., 426 U.S. 438, 449, 96 S.Ct. 2126, 48 L.Ed.2d 757 (1976), for §§ 10(b) and Rule 10b-5 actions); Glazer v. Formica Corp., 964 F.2d 149, 154-55 (2d Cir.1992). “ ‘[T]here must be a substantial likelihood that the disclosure of the omitted fact would have been viewed by the reasonable investor as having significantly altered the “total mix” of information made available.’ ” Basic, 485 U.S. at 231-32, 108 S.Ct. 978, 99 L.Ed.2d 194 (quoting TSC Indus., 426 U.S. at 449, 96 S.Ct. 2126, 48 L.Ed.2d 757). Ganino, 228 F.3d at 161-62. Finally, the complaint must allege that the defendant made the material misstatement or omission with scienter, or “ ‘an intent to deceive, manipulate or defraud.’ ” Ganino, 228 F.3d at 168 (citing Ernst & Ernst v. Hochfelder, 425 U.S. 185, 193 n. 12, 96 S.Ct. 1375, 47 L.Ed.2d 668 (1976)). Under the PSLRA, the complaint must plead facts giving rise to a “strong inference” of scienter. 15 U.S.C. § 78u-4(b)(2); see also Kalnit v. Eichler, 264 F.3d 131, 138 (2d Cir.2001). A plaintiff satisfies this standard ‘“(a) by alleging facts to show that defendants had both motive and opportunity to commit fraud, or (b) by alleging facts that constitute strong circumstantial evidence of conscious misbehavior or recklessness.’ ” Kalnit, 264 F.3d at 138 (quoting Acito v. IMCERA Group, Inc., 47 F.3d 47, 52 (2d Cir.1995)); see also Novak v. Kasaks, 216 F.3d 300, 310-11 (2d Cir.2000) (explaining that PSLRA adopted the “strong inference” standard developed in prior Second Circuit caselaw). C. Documents Considered by the Court in Deciding the Instant Motion As a threshold matter, the parties dispute which documents the court may consider in deciding defendants’ motion. Defendants have appended voluminous exhibits to their motion, including the full text of many of the press releases and SEC filings referred to in the complaint. Plaintiffs have no apparent objection to most of these, including the press releases and the Forms 8-K, 10-K, and 10-Q. However, among the SEC filings defendants attach are documents filed pursuant to defendants’ obligations under PUHCA. It is to these “utility regulatory postings”— the term is plaintiffs’—that plaintiffs object. PI. Mem. at 33. As a general rule, of course, a court deciding a motion to dismiss may consider only the allegations of the complaint itself, together with any documents attached to it or explicitly incorporated by reference therein. See Goldman v. Belden, 754 F.2d 1059, 1065 (2d Cir.1985). In securities fraud cases, however, a court may consider “public disclosure documents required by law to be, and that have been, filed with the SEC ..., and documents that plaintiffs either possessed or knew about and upon which they relied in bringing the suit.” Rothman v. Gregor, 220 F.3d 81, 88 (2d Cir.2000) (citations omitted); see also Kramer v. Time Warner Inc., 937 F.2d 767, 773 (2d Cir.1991); Cortec Indus., Inc. v. Sum Holding L.P., 949 F.2d 42, 47-48 (2d Cir.1991). Plaintiffs contend that the court may not consider documents KeySpan filed with the SEC pursuant to PUHCA, such as the U-l forms, because these forms are not “public disclosure documents.” Rather, plaintiffs assert, they are mere regulatory postings. As such, plaintiffs argue, the documents were never made “available to the investing public by dissemination in a manner calculated to reach investors and the securities market place in general through recognized channels of distribution.” PI. Mem. at 33. Plaintiffs acknowledge that the forms were “technically filed with the SEC and may have been available to persons possessing or having access to a personal computer with Internet hookup,” id. at 34, but they contend that such electronic availability is insufficient to bring the documents into the category of securities filings the court may consider. This is allegedly because defendants never specifically mentioned the forms in any of their standard (i.e., non-PUHCA) SEC filings, nor did they otherwise disseminate the forms to the investing public, such as by direct mail or press release. The court is unpersuaded by this reasoning. The PUHCA filings in question fall within the letter and the spirit of the Second Circuit’s pronouncements on what documents a district court may consider at the pleading stage of a securities fraud action. The court fails to see how the U-l and other PUHCA forms are not “public disclosure documents required by law to be, and that have been, filed with the SEC.” Rothman, 220 F.3d at 88. Plaintiffs cite no authority that supports their distinction between “utility regulatory postings” and “securities filings.” Cf. Time Warner, 937 F.2d at 774 (distinguishing SEC filings from “other forms of disclosure such as press releases or announcements at shareholder meetings”). Nor does such a distinction make sense in light of the purposes of PUHCA itself, which is not simply a “utility regulatory” statute but a means of protecting investors by requiring public utility holding companies to disclose “the information necessary to appraise the financial position or earning power of the issuers.” 15 U.S.C. § 79a(b)(l); see SEC v. Associated Gas & Elec. Co., 24 F.Supp. 899, 902 (S.D.N.Y.) (stating that the “very first abuse” the statute says it is designed to prevent is the inability of investors to obtain such information), aff'd, 99 F.2d 795 (2d Cir.1938); see also Campaign for a Prosperous Georgia v. SEC, 149 F.3d 1282, 1283 (11th Cir.1998) (“Congress enacted the Public Utility Holding Company Act ... to protect the interests of investors and ratepayers”) (emphasis added). To this end, SEC regulations require that “all information contained in any notification, statement, application, declaration, report, or other document filed with the [SEC] shall be available to the public.” 17 C.F.R. § 250.104(a). Indeed, the disputed materials in this ease are on EDGAR—the database of corporate filings available on the SEC’s website—in the same location as, and interspersed with, the Company’s 10-K, 10-Q, and 8-K forms. See Def. Aff., Ex. 15; Def. Mem. at 8-9. All but one of the cases plaintiffs cite for the proposition that PUHCA documents are not “public disclosure documents” are distinguishable because they did not involve SEC filings, “regulatory” or otherwise. See Koppel v. 4987 Corp., 167 F.3d 125, 132 (2d Cir.1999) (report available only at law firm during business hours); Spielman v. Gen. Host Corp., 538 F.2d 39, 41 (2d Cir.1976) (knowledge of company’s staggered board and cumulative voting provisions); SEC v. Texas Gulf Sulphur Co., 401 F.2d 833, 853-54 & n. 19 (2d Cir.1968) (information dictated to a reporter but not yet transmitted on a newswire); In re Western Union Sec. Litig., 120 F.R.D. 629, 638 (D.N.J.1988) (information disseminated through national media); duPont Glore Forgan, Inc. v. Arnold Bernhard & Co., No. 73 Civ. 3071(HFW), 1978 WL 1062, *6, 1978 U.S. Dist. LEXIS 20385, at *15 (S.D.N.Y. Mar. 6, 1978) (report on widely disseminated radio wire service); In re Faberge, Inc., 45 S.E.C. 249, SEC Release No. 10174, Release No. 34-10174, 1973 WL 149283, at *6 (May 25, 1973) (information provided by limited subscription wire service). The only case plaintiffs cite that did consider the public nature vel non of SEC filings is also distinguishable. In Fisher v. Plessey Co., 559 F.Supp. 442 (S.D.N.Y.1983), the court denied summary judgment to the defendant, who argued that it had no duty to disclose information that was widely reported in the United Kingdom; the court found an issue of fact as to whether American investors could be charged with this information. Id. at 446-48. Plaintiffs here cite to a footnote in which the court stated that the plaintiff could also not necessarily be charged with financial information on file with the SEC but never mailed to investors. Id. at 447 n. 10. In this court’s view, this observation provides little guidance in the instant context. Not only does the footnote appear as an afterthought to a decision made on primarily other grounds, but, more importantly, the public availability of SEC financial reports has changed dramatically since 1983, the date of the Plessey opinion. Whether or not it was ever true that filing hard copies of documents with the SEC did not, ipso facto, constitute “public disclosure,” in today’s world it is unrealistic to argue that documents available on the SEC website are not readily accessible to the investing public. As the SEC has stated, “The EDGAR system’s broad and rapid dissemination benefits the public by allowing investors and others to obtain information rapidly in electronic format.” See SEC Release No. 7855 et al, 2000 WL 433278, at **2-3 (Apr. 10, 2000) (SEC Final Rule). An express purpose of the EDGAR system—which since 1996 has required, absent an exemption, that companies post all SEC filings, including PUHCA filings, on the SEC website—is to ensure that investors have easy access to companies’ public filings. See id.; see also SEC, “Important Information about EDGAR,” available at www.sec.gov/edgar/aboutedgar.htm (“Its primary purpose is to increase the efficiency and fairness of the securities market for the benefit of investors, corporations, and the economy by accelerating the receipt, acceptance, dissemination, and analysis of time-sensitive corporate information filed with the agency.”). Accordingly, courts have recognized the SEC website as a “recognized channel of distribution,” and have charged investors with knowledge of documents posted there. See Lone Star Steakhouse & Saloon, Inc. v. Adams, 148 F.Supp.2d 1141, 1144 (D.Kan.2001) (“[T]he court deems any SEC filings distributed because all filings are readily available to the public both through the Internet and other media.”); Bibeault v. Advanced Health Corp., No. 97 Civ. 6026(RJW), 1999 WL 301691, at *5 (S.D.N.Y. May 12, 1999) ([“Plaintiffs] professed lack of access to the EDGAR system and ignorance of the document’s availability on the SEC internet website do not exempt him from the expectation that the average investor of ordinary intelligence can acquire materials that are a matter of public record.”). For the foregoing reasons, the court concludes that the PUHCA documents are “public disclosure” documents filed with the SEC and, as such, are appropriate for consideration in connection with the instant motion. A contrary conclusion would frustrate the purpose of the rule permitting consideration of SEC filings on a motion under Rule 12(b)(6), which is to ensure that “doomed” securities fraud complaints do not avoid dismissal by selective and misleading quotation from public documents. See Time Warner, 937 F.2d at 774; see also I. Meyer Pincus & Assocs., P.C. v. Oppenheimer & Co., 936 F.2d 759, 762 (2d Cir.1991). Although the documents in this ease are not, as is often the case, the very documents alleged to contain misleading information, the court is not constrained to consider only such documents. See Time Warner, 937 F.2d at 774 (court may “of course” consider “related documents that bear on the accuracy of the disclosure as well as documents actually alleged to contain inadequate or misleading statements”); Salinger v. Projectavision, Inc., 934 F.Supp. 1402, 1405 (S.D.N.Y.1996) (considering registration statements and prospectuses not referenced in the complaint because such SEC filings “are required public disclosure and therefore properly considered on a motion to dismiss”)- Accordingly, the court will consider the PUHCA filings in deciding defendants’ motion. Consideration of such documents, of course, is not tantamount to a finding that the documents negate all or any of the elements of plaintiffs’ claims. It is to the sufficiency of these pleadings, reviewed alongside the PUHCA filings and defendants’ other public disclosures, that the court now turns. II. Application A. Plaintiffs’ Allegations Regarding the Effects of PUHCA Plaintiffs allege that throughout the class period, every public statement made by the Company was false and misleading because defendants failed to make full disclosure regarding its impending regulation under PUHCA. Beginning with the November 4, 1999, announcement of the merger with Eastern, the Company allegedly failed to reveal that this merger would require the divestment of Midland, and of a substantial portion of Roy Kay, at a material loss to the Company. Thus, all statements regarding the benefits of the merger itself, such as the projected $24-29 million dollar annual savings, are alleged to be fraudulent. The Company’s concealment of the negative effects of the merger is further demonstrated, plaintiffs allege, by its failure to properly account for the likelihood, or at least the possibility, of future losses resulting from the Midland divestiture. Defendants contend that KeySpan repeatedly disclosed not only that it would be subject to PUHCA as a result of the Eastern merger but also that it would be required to divest Midland. Defendants also contend that KeySpan adequately disclosed the possible effects of PUHCA on the Roy Kay acquisition. Defendants argue that these disclosures are fatal to plaintiffs’ allegations that the defendants deliberately withheld material information from investors. The court agrees. Although plaintiffs cite May 2000 as the first instance in which the Company mentioned that the Eastern merger would make KeySpan a registered holding company under PUHCA, the Company in fact revealed this information in March 2000. In its 1999 Form 10-K, filed March 10, 2000, KeySpan disclosed that its acquisition of Eastern would subject the Company to PUHCA. In the introductory section of the filing, the Company stated, With the consummation of the Eastern Transaction, the Company will become a registered holding company under the Public Utility Holding Company Act of 1935, as amended (“PUHCA”). As such, the corporate and financial activities of the Company and its subsidiaries, including the ability of each to pay dividends, will be subject to the regulation of the SEC. Def. Ex. 2 at 2. The 10-K form repeats this information, including the possible effect on the Company’s ability to pay dividends, in a section entitled “Regulation and Rate Matters.” Id. at 23. In two other places as well, the form refers to the Company’s future status as a registered holding company under PUHCA. Id. at 40, 57-58. Additionally, the filing states several times that the merger is conditioned upon the approval of several regulatory bodies, including the SEC. Id. at 2, 40, 107. In this regard, the form specifically refers to the Company’s March 6, 2000 application to the SEC to become a registered holding company under PUH-CA. Id. at 23. In the March 6 application, a Form U-l posted on EDGAR, the Company expressly acknowledges both the likelihood that divesting Midland would be required under PUHCA and the possibility that portions of Roy Kay’s operations might also be restricted. This application is discussed more fully below. Where allegedly undisclosed material information is in fact readily accessible in the public domain, the Second Circuit has found that a defendant may not be held liable for failing to disclose this information. See Seibert v. Sperry Rand Corp., 586 F.2d 949, 952 (2d Cir.1978) (“Although the underlying philosophy of the federal securities regulations is that of full disclosure ..., there is no duty to disclose information to one who reasonably should be already aware of it.”) (citations and internal quotation marks omitted); see also Rodman v. Grant Found., 608 F.2d 64, 70 (2d Cir.1979) (“In determining whether [information in proxy statements] constituted full and adequate disclosure, the district court properly took into account information already in the public domain and facts known or reasonably available to the shareholders.”); Sailors v. Northern States Power Co., 4 F.3d 610, 614 (8th Cir.1993) (upholding summary judgment against plaintiff where “[m]uch of what the plaintiff argues was hidden from public view is actually part of the regulatory process and upon reasonable inquiry was available to the public”). Even at the pleading stage, dismissal is appropriate where the complaint is premised on the nondisclosure of information that was actually disclosed. See, e.g., Debora v. WPP Group, P.L.C., No. 91 Civ. 1775(KTD), 1994 WL 177291, at *5 (S.D.N.Y. May 5, 1994) (“A complaint fails to state a § 10(b) claim when the alleged omission has actually been disclosed.”) (citing Decker v. Massey-Ferguson, Ltd., 681 F.2d 111, 116-17 (2d Cir.1982)); Sable v. Southmark/Envicon Capital Corp., 819 F.Supp. 324, 333 (S.D.N.Y.1993) (“The naked assertion of concealment of material facts which is contradicted by published documents which expressly set forth the very facts allegedly concealed is insufficient to constitute actionable fraud.”) (citation and quotation marks omitted); White v. Melton, 757 F.Supp. 267, 272 (S.D.N.Y.1991) (“The Court must dismiss a complaint founded on allegations of securities fraud if the allegedly omitted or misrepresented information was in fact appropriately disclosed.”). Moreover, in the specific context of public utilities, courts have found no duty to disclose publicly available information relating to the possible effects of the regulatory process on the utilities’ business. In Sailors, for example, the Eighth Circuit held that defendant, a public power company, could not be held liable for failing to inform investors of the various obstacles to its receiving regulatory approval for a rate increase. Id. at 612-13. The court found that having informed investors of the application for the increase, the utility was under no obligation to “engage in a day-by-day, play-by-play announcement of this proceeding.” Id. at 612. The court stated, “We agree with the Seventh Circuit’s conclusion that once a utility has informed investors that it is involved in a regulatory proceeding, it has no affirmative duty to provide investors with a further summary of the regulatory process.” Id. (citing Wielgos v. Commonwealth Edison Co., 892 F.2d 509, 515-18 (7th Cir.1989)). Stating that the securities laws require disclosure only of “information that is not otherwise in the public domain,” id. at 613 (citation omitted; emphasis in original), the Eighth Circuit affirmed the judgment against the plaintiff because the allegedly undisclosed information about the rate application was contained in “public filings ... equally available to all.” Id. Other circuits have similarly refused to find liability premised on a utility’s failure to disclose information about the regulatory process that was in fact a matter of public record. See Epstein v. Washington Energy Co., 83 F.3d 1136, 1142 (9th Cir.1996) (where utility had alerted public to regulatory proceedings concerning application for rate increase, it had “no duty to inform the public of any facts or circumstances in addition to those set forth in the application”); Wielgos, 892 F.2d at 515 (utility company had no duty to inform public of risk that government might reject its application for a license to operate certain nuclear power plants). In the view of the court, the disclosures in defendant’s March 10 Form 10-K alone defeat nearly all of plaintiffs’ claims relating to the effects of the Company’s status under PUHCA. The form contains repeated statements that the Company would be subject to PUHCA, along with express warnings that the Company’s ability to pay dividends could thereby be affected. The filing also contains several warnings that the merger was subject to the approval of several government entities, including the SEC. Under the reasoning of the utility cases discussed above, this information adequately notified investors that the merger with Eastern would involve the Company in a new set of regulations, and that these regulations would have a variety of effects on KeySpan’s operations and finances. The Company was not required to provide investors with a summary of PUHCA, the purposes and specific requirements of which are, of course, matters of public record. See Wielgos, 892 F.2d at 517 (“It is pointless and costly to compel firms to reprint information already in the public domain. Issuers needn’t print the Code of Federal Regulations.... ”). Put another way, the Company cannot be held liable for withholding information it had no duty to disclose. See Basic Inc. v. Levinson, 485 U.S. 224, 239 n. 17, 108 S.Ct. 978, 99 L.Ed.2d 194 (1988) (“Silence, absent a duty to disclose, is not misleading under Rule 10b-5.”); Glazer v. Formica Corp., 964 F.2d 149, 156 (2d Cir.1992) (citation omitted) (“[Tjhere is no liability under Rule 10b-5 unless there is a duty to disclose .... ”). Even assuming, arguendo, the Company had an obligation to disclose more specific information regarding the possible effects of PUHCA on its business, this duty was wholly discharged by the March 6, 2000 Form U-l filed with the SEC. In the form, which is an application for SEC approval of the merger with Eastern, the Company expressly recognizes that PUHCA would require the divestiture of Midland: Eastern’s predominant non-utility subsidiary, Midland ... is engaged, through wholly owned subsidiaries, in activities which KeySpan recognizes do not satisfy the standard for retention by a registered gas utility holding company under [PUHCA], KeySpan requests that any order that the Commission issues which approves the Transaction but requires KeySpan to divest of Midland ... permits KeySpan to take the appropriate actions to effect the sale of all its interests in Midland, its subsidiaries, and assets, within three years after the Transaction is consummated. Def. Ex. 14 at 41. In addition to the foregoing acknowledgment and request, the U-l explicitly discusses the possible effects of PUHCA on the operations of Roy Kay. Under the heading “Retention of Non-Utility Businesses,” id. at 27, the Company enumerates various non-utility business interests and applies to the SEC for permission to retain those businesses after the merger. In this section, which mentions Roy Kay by name and describes the non-utility aspects of its operations, id. at 34, the Company discusses why it believes PUHCA and applicable SEC rulings permit it to retain the non-utility businesses in question. Thus, contrary to plaintiffs’ assertions, the Company publicly acknowledged the very information that plaintiffs contend it concealed: the likelihood that the Eastern merger would result in the divestiture of Midland, and the existence of non-utility aspects of Roy Kay for which the Company would require SEC approval to retain. As discussed, the March 6 Form U-l was a matter of public record, and was available on EDGAR alongside the Company’s other public disclosure documents. Moreover, the March 10 Form 10-K, although not referring to the U-l form by name, specifically referred to the Company’s March 6 application with the SEC to become a registered holding company under PUHCA. Def. Ex. 2 at 23. Even investors unaware of the “utility regulatory postings” required by PUHCA were thus made aware of one such filing, which contained detailed information regarding the effects of PUHCA regulation on the Company. Because plaintiffs do not allege that defendants made any affirmative misstatements regarding the impact of PUHCA on its ability to retain Midland or Roy Kay, but merely that defendants omitted information about PUHCA from its public statements, the court need focus only on whether this information was ever in fact made public. In light of the court’s finding that the Company’s March 6 and March 10, 2000 SEC filings satisfied the Company’s disclosure obligations related to PUHCA, it would be redundant to consider the Company’s subsequent disclosures on the issue. The court simply notes that the