Free Witness List - District Court of Federal Claims - federal

Case 1:95-cv-00524-GWM

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IN THE UNITED STATES COURT OF FEDERAL CLAIMS ____________________________________ HOMER J. HOLLAND, ) STEVEN BANGERT, Co-Executor of ) the Estate of HOWARD R. ROSS, and ) FIRST BANK, ) ) Case No. 95-524C Plaintiffs, ) ) (Judge George W. Miller) v. ) ) (Winstar-Related Case) THE UNITED STATES, ) ) Defendant. ) ____________________________________) DEFENDANT'S INITIAL WITNESS DISCLOSURES PURSUANT TO APPENDIX A Pursuant to RCFC Appendix A, paragraph 15, defendant, the United States, respectfully submits a list of witnesses, including expert witnesses, we expect to present at trial for case-inchief and rebuttal purposes, with the exception of those witnesses that may be called for impeachment purposes, and indicating the specific topics to be addressed in the expected testimony and the expected time needed for direct examination. In addition to the topics listed below, each of the witnesses may additionally testify upon any topics that were the subjects of their prior testimony, including affidavits and depositions, and regarding documents presented at trial, and in rebuttal of the testimony offered by plaintiffs at trial, including, but not limited to, topics presented in the rebuttal reports submitted by plaintiffs' expert witnesses. Defendant reserves the right to call in its case-in-chief any witness listed on plaintiffs' witness list or any witness whose deposition testimony has been identified in plaintiffs' list of witnesses. Defendant further reserves the right to call any rebuttal witnesses and any further witnesses necessary to lay the foundation for the admissibility of trial exhibits. Defendant also

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expressly reserves the right to revise or supplement this list, to omit witnesses at trial should their testimony become unnecessary. A witness's testimony may encompass any and all aspects or sub-topics of a general subject listed for that witness, even if not all such sub-topics are listed. A. WITNESSES DEFENDANT WILL CALL AT TRIAL 1. Steven Bangert: Mr. Bangert was a President and Chief Executive Officer of the River Valley thrifts. He was also a minority shareholder in Western Capital Holdings Inc. ("WCHI"). Mr. Bangert will be called upon to testify on a wide array of matters connected with the operations and business strategies of the River Valley thrifts, regulatory oversight of the River Valley institutions, the valuation of the River Valley institutions, the opportunity to acquire San Antonio Federal Savings Bank ("SAFSB"), the compensation received by River Valley executives, dividends paid by River Valley, the formation of River Valley Holdings, Inc. ("RVHI"), the operations and financial condition of SAFSB, the sale of SAFSB to the International Bank of Commerce ("IBC"), the financial condition of WCHI and a number of other topics concerning the River Valley thrifts operating history relevant to plaintiffs' damage theories. Estimated time of examination: 6 hours. Address: c/o Arnold & Porter LLP 555 Twelfth Street, NW Washington, DC 20004-1206

2.

W. Barefoot Bankhead: Mr. Bankhead is a certified public accountant. Before joining Navigant Consulting in 1998, Mr. Bankhead had over twenty years of experience in banking and public accounting, including a two-year accounting fellowship with the Federal Home Loan Bank Board ("FHLBB"). He is currently a Managing Director with Navigant Consulting, Inc. Mr. Bankhead will be called upon to provide expert opinion in response to plaintiffs' damage theories. Estimated time of examination: 8 hours.

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Address:

c/o Navigant Consulting 2001 Ross Avenue, Suite 500 Dallas, TX 75201

3.

Alan Blake:

Mr. Blake was a senior vice president of First Bank. Mr. Blake will be called upon to provide testimony concerning First Bank's acquisition of the River Valley thrifts, First Bank's corporate and capital structure and history, cost of capital, tax payments, retained earnings, the likelihood of First Bank's acquisition of SAFSB, and other matters relevant to plaintiffs' damage claims for the period following First Bank's acquisition of the River Valley thrifts. Estimated time of examination: 3 hours. Address: c/o Arnold & Porter LLP 555 Twelfth Street, NW Washington, DC 20004-1206

4.

Dr. Andrew S. Carron: Dr. Carron has a PhD in economics from Yale University. He is a former employee of the Brookings Institution in Washington, D.C., and has over twelve years of experience in the securities industry working for Lehman Brothers and Credit Suisse. He is currently the President of Nation Economic Research Associates, Inc. He will be called at trial to provide expert testimony in response to plaintiffs' damage theories. Estimated time of examination: 6 hours. Address: c/o NERA, Inc. 1166 Avenue of the Americas, 34th Fl. New York, NY 10036

5.

Gary Curtin:

Mr. Curtin was a thrift examiner of the Office of Thrift Supervision ("OTS") who participated in the OTS's 1990 and 1992 examinations of the River Valley thrifts. He will be called to testify concerning the financial condition and regulatory assessment of the River Valley institutions as determined by the OTS in its examination of the thrifts. Estimated time of examination: 1.5 hours.

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Address:

c/o Office of Thrift Supervision 1 South Wacker Drive, Suite 2000 Chicago, IL 60606

6.

C. Bryan Daniels:

Mr. Daniels was a lending officer of American National Bank ("ANB"). He will be called to provide testimony concerning ANB loans to RVHI, WCHI, and Messrs. Holland and Ross. Estimated time of examination: 1.5 hours. Address: c/o Arnold & Porter LLP 555 Twelfth Street, NW Washington, DC 20004-1206

7.

James Dierberg:

Mr. Dierberg is the Chief Executive Officer and Chairman of the Board of First Bank, Inc. Mr. Dierberg will be called to provide testimony concerning First Bank's acquisition of the River Valley thrifts, First Bank's corporate and capital structure and history, cost of capital, tax payments, retained earnings, the likelihood of First Bank's acquisition of SAFSB, and other matters relevant to plaintiffs' damage claims for the period following First Bank's acquisition of the River Valley thrifts. Estimated time of examination: 2-5 hours.1 Address: c/o Arnold & Porter LLP 555 Twelfth Street, NW Washington, DC 20004-1206

8.

J. Richard Earle:

Mr. Earle was a Regional Director of the Mergers and Acquisitions Division of the FHLBB. He will be called to provide testimony concerning the valuation by the Federal Savings and Loan Insurance Corporation ("FSLIC") of the preferred stock issued to the River Valley as part of the River Valley Assistance Agreements, the foreseeability of a River Valley acquisition of SAFSB, the transferability of the regulatory capital set forth in the River Valley Assistance Agreements to third parties, and other matters

The time range depends upon the degree to which plaintiffs are willing to stipulate to First Bank financial information, for example, as set forth in audited financial statements and public filings. -4-

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connected with the FSLIC's oversight of the River Valley acquisitions. Estimated time of examination: 1 hour. Address: 373 Woodhurst Drive Hartwell, GA 30643

9.

Susan Vranes Ells: Ms. Ells was an assistant portfolio manager, vice president, and eventually a senior vice-president in charge of the River Valley's capital markets group. She also had responsibilities with respect to the capital markets investments at SAFSB. Ms. Ells will be called to testify concerning River Valley's mortgage backed securities derivative investments and strategies, regulatory oversight of those activities, River Valley's valuation in the postFIRREA period, and other matters relevant to plaintiffs' damage theories. Estimated time of examination: 1.5 hours. Address: c/o Arnold & Porter LLP 555 Twelfth Street, NW Washington, DC 20004-1206

10.

Larry Ferries:

Mr. Ferries was an OTS Field Supervisor based out of the OTS's offices in Chicago, with oversight responsibilities for the River Valley thrifts during a significant portion of the time relevant to this case. Mr. Ferries will testify concerning the OTS oversight of the River Valley thrifts, the oversight relationship between the OTS and Federal Deposit Insurance Corporation ("FDIC"), the differences between the OTS and FDIC in their assessments of the financial condition of the River Valley thrifts, and other matters concerning the OTS's oversight of the River Valley thrifts relevant to plaintiffs' damage theories. Estimated time of examination: 2 hours. Address: 6954 Meadowcrest Drive Downers

11.

Philip Gerbick:

Mr. Gerbick was the head of the OTS Applications Division, and later a Deputy Director with responsibilities over the Corporate Activities Section. In 1993, Gerbick became the Regional Director of Operations for the OTS in -5-

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Chicago. He is currently the Assistant Director for the OTS Central Region. Mr. Gerbick will testify concerning the OTS oversight of the River Valley thrifts, the oversight relationship between the OTS and FDIC, the differences between the OTS and FDIC in their assessments of the financial condition of the River Valley thrifts, the OTS assessment of any attempt that might have been made by River Valley to acquire SAFSB, and other matters concerning the OTS's oversight of the River Valley thrifts relevant to plaintiffs' damage theories. Estimated time of examination: 2 hours. Address: c/o Office of Thrift Supervision 1 South Wacker Drive, Suite 2000 Chicago, IL 60606

12.

Paul Griffin:

Dr. Griffin has a PhD in Accounting from Ohio State University. He is a professor of management and an associate dean at the Graduate School of Management, University of California Davis. He is also a principal with LECG, Inc., Emeryville, California, a company that provides expert financial and economic advisory services in complex litigation and other areas. Dr. Griffin will be called at trial to provide expert testimony in response to plaintiffs' damage theories. Estimated time of examination: 3 hours. Address: c/o University of California, Davis One Shields Avenue Davis, CA 95616-8609

13.

Herbert Held:

Mr. Held was a Regional Director of the Mergers and Acquisitions Division of the FSLIC, based in Chicago. Mr. Held will be called to provide testimony concerning the FSLIC's valuation of the preferred stock issued by the River Valley thrifts to the FSLIC as part of the Assistance Agreements, the foreseeability of a River Valley acquisition of SAFSB, the transferability of the regulatory capital set forth in the River Valley Assistance Agreements to third parties, and other matters connected with the FSLIC's oversight of the River Valley acquisitions. Estimated time of examination: 1 hour.

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Address:

c/o FDIC 550 17th Street, NW Washington, DC 20429

14.

Dr. Homer J. Holland: Dr. Holland was a president, CEO, and vice chairman of the River Valley thrifts. He is also one of plaintiffs' experts. Dr. Holland will be called to testify concerning a wide array of matters connected with the operations and business strategies of the River Valley thrifts, regulatory oversight of the River Valley institutions, the valuation of the River Valley institutions, the origination of the opportunity to acquire SAFSB, the compensation received by River Valley executives, dividends paid by River Valley, the formation of RVHI, the operations and financial condition of SAFSB, the sale of SAFSB to IBC, the financial condition of WCHI, the sale of the River Valley thrifts to First Bank, and a number of other relevant topics concerning the River Valley thrifts' operating history. Estimated time of examination: 16 hours. Address: c/o Arnold & Porter LLP 555 Twelfth Street, NW Washington, DC 20004-1206

15.

Ronald Karr:

Mr. Karr was the Deputy Regional Director, and then the Regional Director of the OTS in Chicago. He will testify concerning regulatory concerns with the River Valley thrifts, and the relationships and differences in opinion between the OTS and FDIC in their oversight of the River Valley thrifts, and the effect of supervisory agreements upon permissible thrift activities. Estimated time of examination: 1.5 hours. Address: 870 Grande Vista Circle Mesquite, NV 89027

16.

Larry Kenny:

Mr. Kenny is a capital markets examiner at the OTS. He will be called to testify concerning the regulatory oversight of the River Valley thrifts, the relationship between the OTS and FDIC in their oversight of the thrifts, and the differences between the two agencies concerning the

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oversight and view of the River Valley thrifts' capital markets instruments and strategies. Estimated time of examination: 2 hours. Address: c/o Office of Thrift Supervision 1 South Wacker Drive, Suite 2000 Chicago, IL 60606

17.

Mark Kipnis:

Mr. Kipnis was an attorney at the law firm of Holleb and Coff from 1974 to 1998; following that, he was General Counsel at Hollinger International, Inc. He was a Secretary and a Director of the River Valley thrifts, RVHI, SAFSB and WCHI, with ownership percentages in the River Valley entities and SAFSB. Mr. Kipnis will be called to testify concerning the operations and valuations of the River Valley thrifts, the opportunity to acquire SAFSB, the compensation received by River Valley executives, dividends paid by River Valley, the formation of RVHI, the operations and financial condition of SAFSB, the sale of SAFSB to IBC, the financial condition of WCHI and a number of other topics concerning the River Valley thrifts' operating history relevant to plaintiffs' damage theories. Estimated time of examination: 1.5 hours. Address: c/o Arnold & Porter LLP 555 Twelfth Street, NW Washington, DC 20004-1206

18.

Peter Madson:

Mr. Madson was an FDIC field supervisor. He will be called to testify concerning the FDIC's oversight of the River Valley thrifts' operations, capital markets instruments and strategies, reports of examination, and the FDIC's oversight responsibilities and policies in relation to its insurance responsibilities. Estimated time of examination: 2 hours. Address: 1209 Sequoia Road Naperville, IL 60540

19.

James Meyer:

James Meyer was a financial analyst and a supervisor at the Financial Assistance Division of the FSLIC (and subsequently the FDIC). Mr. Meyer will provide testimony concerning the FSLIC's valuation of preferred stock issued -8-

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by River Valley I, the later redemption and valuation of that stock by the FDIC, and other matters concerning the FDIC's oversight of the River Valley thrifts. Estimated time of examination: 1.5 hours. Address c/o FDIC 2345 Grand Boulevard Kansas City, MO 64108

20.

Helen Mirza:

Ms. Mirza was the Vice-President of Mergers and Acquisitions by the Federal Home Loan Bank of Chicago ("FHLB-Chicago") between 1986 and 1989, and was involved in the regulatory approval of the River Valley II acquisition. Ms. Mirza will testify concerning the foreseeability of the effects of a potential breach upon River Valley II and any proposed acquisition by it of an institution located in Texas. She will also testify concerning the River Valley II Assistance Agreement's restrictions concerning River Valley II's capacity to transfer goodwill and other regulatory capital assistance to third parties. Estimated time of examination: 1 hour. Address: c/o Federal Reserve Bank 230 S. LaSalle Street, 11th Floor Chicago, IL 60604

21.

Frank O'Connor:

Mr. O'Connor was a certified public accountant and a tax partner at KPMG in Chicago. Mr. O'Connor will be called to testify concerning River Valley's financial condition and investments, KPMG's assessment of tax restructuring alternatives with respect to the River Valley entities in Illinois and SAFSB, and various tax-related matters relevant to plaintiffs' damage theories. Estimated time of examination: 1 hour. Address: c/o Arnold & Porter LLP 555 Twelfth Street, NW Washington, DC 20004-1206

22.

Ronald Pikus:

Mr. Pikus was a senior vice president and, later, president and chief executive office at River Valley, and a director at WCHI. He also worked at SAFSB. Mr. Pikus will be -9-

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called to testify concerning the operations and financial condition of the River Valley thrifts, the assessment of the SAFSB opportunity and analysis by River Valley and WCHI, River Valley's involvement in facilitating the SAFSB transaction, regulatory oversight of the River Valley thrifts, the First Bank acquisition of River Valley, differences between the OTS and FDIC concerning River Valley's investments, and other matters relevant to plaintiffs' damage theories. Estimated time of examination: 3.5 hours. Address: c/o Arnold & Porter LLP 555 Twelfth Street, NW Washington, DC 20004-1206

23.

John Rada, Jr.:

Mr. Rada was an FDIC bank examiner with particular expertise in the area of capital market instruments. Mr. Rada will testify concerning the FDIC's assessment and classification of River Valley's mortgage backed securities derivatives, FDIC policy concerning the classification of derivatives, and FDIC examination findings. Estimated time of examination: 1.5 hours. Address: 1229 South Point Court Schaumberg, IL 60193

24.

John Rose:

Mr. Rose was responsible for bringing the SAFSB opportunity to Messrs. Holland and Ross. He was a shareholder of WCHI, and a senior vice president and a director of SAFSB. Mr. Rose will testify concerning the SAFSB opportunity, acquisition, operations, and sale. Estimated time of examination: 1.5 hours. Address: c/o Arnold & Porter LLP 555 Twelfth Street, NW Washington, DC 20004-1206

25.

Dr. Anjan V. Thakor: Dr. Thakor is the John E. Simon Professor of Finance and Senior Associate Dean at the John M. Olin School of Business at Washington University in St. Louis. Dr. Thakor was previously a professor and Chairperson of the Finance Department at the University of Michigan Business School, and at the Finance Department at the -10-

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School of Business at Indiana University. He has also taught at Northwestern University and at the University of California at Los Angeles. Dr. Thakor will provide expert testimony in response to plaintiffs' damage theories. Estimated time of examination: 6 hours. Address: c/o Washington University Olin School of Business Box 1133 1 Brookings Drive St. Louis, MO 63130-4899

26.

Nicholas Wilson:

Mr. Wilson was an investment banker employed by Lawrence Barr & Co. He will testify concerning Lawrence Barr's valuation of River Valley's common stock and preferred stock as of July 1988. Estimated time of examination: 1.5 hours. Address: c/o Jacobus Wealth Management 2323 Mayfair Road Milwaukee, WI 53226

27.

James Wright:

Mr. Wright was the Department Head for Loans and Other Assets for the Resolution Trust Corporation ("RTC") in San Antonio, Texas. He will testify with respect to issues involving the RTC's sale of SAFSB. Estimated time of examination: 1.5 hours. Address: 4518 Moana Drive San Antonio, TX 78218

B.

WITNESSES DEFENDANT MAY CALL AT TRIAL 28. Annette Carson: Ms. Carson is First Bank's tax director. Ms. Carson may be called to testify with respect to tax considerations involving First Bank, should such matters be at issue. Estimated time of examination: 1 hour. Address: c/o Arnold & Porter LLP 555 Twelfth Street, NW Washington, DC 20004-1206

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29.

Richard Dalton:

Mr. Dalton was an officer of River Valley and SAFSB. He may be called to testify with respect to the operations of River Valley and SAFSB. Estimated time of examination: 1 hour. Address: c/o Arnold & Porter LLP 555 Twelfth Street, NW Washington, DC 20004-1206

C.

WITNESSES WHOSE DEPOSITION TESTIMONY DEFENDANT INTENDS TO INTRODUCE AT TRIAL 30. Leo Blaber: Mr. Blaber was a Principal Supervisory Agent of the Federal Home Loan Bank of Chicago. We intend to introduce portions of his deposition transcript at trial because he is deceased. We propose that the deposition transcript be introduced into evidence by motion seeking leave to file selected deposition transcripts at trial. Mr. Ross was the chairman of the board of the River Valley thrifts, and a shareholder of the River Valley thrifts and RVHI along with Dr. Holland. In addition he was a major shareholder in WCHI. We intend to introduce portions of his deposition transcript at trial because he is deceased. We propose that the deposition transcript be introduced into evidence by motion seeking leave to file selected deposition transcripts at trial.

31.

Howard R. Ross:

Respectfully submitted, MICHAEL F. HERTZ Deputy Assistant Attorney General

JEANNE E. DAVIDSON Director /s/ Kenneth M. Dintzer KENNETH M. DINTZER Assistant Director

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Of Counsel: SCOTT D. AUSTIN ELIZABETH A. HOLT WILLIAM G. KANELLIS BRIAN A. MIZOGUCHI AMANDA L. TANTUM JOHN J. TODOR

/s/ John H. Roberson JOHN H. ROBERSON Trial Attorney Commercial Litigation Branch Civil Division Department of Justice Attn: Classification Unit 8th Floor, 1100 L Street Washington, D.C. 20530 Tele: (202) 353-7972 Fax: (202) 514-8640 Attorneys for Defendant

October 26, 2007

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CERTIFICATE OF SERVICE

I hereby certify that on this 26th day of October 2007, a copy of the foregoing "DEFENDANT'S INITIAL WITNESS DISCLOSURES PURSUANT TO APPENDIX A" was filed electronically. I understand that notice of this filing will be sent to all parties by operation of the Court's electronic filing system. Parties may access this filing through the Court's system.

/s/ John H. Roberson John H. Roberson