Free Notice (Other) - District Court of Federal Claims - federal

Case 1:95-cv-00524-GWM

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Filed 09/11/2007

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IN THE UNITED STATES COURT OF FEDERAL CLAIMS

HOMER H. HOLLAND, STEVEN BANGERT (in his capacity as co-executor of the estate of HOWARD R. ROSS), and FIRST BANK Plaintiff, v. UNITED STATES, Defendant.

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Case No. 95-524C (Judge G. Miller)

PLAINTIFFS' WITNESS LIST PURSUANT TO RCFC APP. A ¶ 13(b) Plaintiffs hereby identify the witnesses that plaintiffs expect to call and that plaintiffs may call at trial for case-in-chief or rebuttal purposes, except those to be used exclusively for impeachment. Plaintiffs reserve the right to call any witness identified on defendant's witness list. Plaintiffs hereby incorporate defendant's witness list by reference and identify each witness listed thereon as a witness plaintiffs may call at trial for case-in-chief or rebuttal purposes. Plaintiffs reserve the right to supplement this witness list to the extent permitted by the Court's rules. In particular, plaintiffs reserve the right to omit any witness(es) at trial (e.g., if such witnesses' testimony becomes unnecessary), and to call any unlisted witness necessary to establish the admissibility of any exhibit. Plaintiffs also reserve the right to amend or supplement this witness list based upon changes in the issues to be tried, the scope of issues to be addressed in rebuttal (if any), rulings by the Court on pretrial motions, as otherwise may be necessary and appropriate, and as permitted by the applicable rules.

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In addition to the topics set forth below, each witness may testify about any topic that was a subject of his or her prior testimony (including affidavits and depositions), about any exhibit the parties present at trial, or to rebut any issue presented in defendant's case-in-chief. A. Witnesses Plaintiffs Expect to Call 1. Leo B. Blaber, Jr. (deceased) (testimony will be by deposition excerpts) (no address)

Leo Blaber served as Principal Supervisory Agent for the Federal Home Loan Bank of Chicago ("FHLB-Chicago") until 1991. Plaintiffs expect to introduce excerpts of Mr. Blaber's deposition transcript at trial. Plaintiffs estimate that presentation of portions of Mr. Blaber's deposition testimony will last approximately 1 hour. 2. Larry Ferries Mr. Ferries is represented by the Department of Justice, which is aware of his address and telephone number.

Mr. Ferries, at the time of the River Valley acquisitions, worked as a Field Manager with the Federal Saving & Loan Insurance Corporation ("FSLIC"). Plaintiffs expect Mr. Ferries to testify about the 1988 acquisitions of Home Federal Savings and Loan Association ("Home"), Mutual Savings and Loan Association ("Mutual"), Galva Federal Savings and Loan Association ("Galva"), Republic Savings ("Republic") and Peoria Savings and Loan Association ("Peoria"), the character and financial expertise of the River Valley management team, the operations of River Valley, the effects of the breach, and the regulation of River Valley by the FSLIC, the OTS and the FDIC. Plaintiffs estimate that Mr. Ferries' direct examination will last approximately 2 hours or less.

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3.

Dr. Homer J. Holland c/o Michael A. Johnson, Esq. Arnold & Porter LLP 555 Twelfth St. NW Washington, DC 20004 202/942-5783

Dr. Holland was the Chief Executive Officer of River Valley Savings Bank, Rock Falls, Illinois and River Valley Savings Banks, FSB, Peoria, Illinois. Plaintiffs will call Dr. Holland to testify as a fact witness and an expert witness. As a fact witness, Dr. Holland is expected to testify about the background and history of the River Valley entities, the 1988 acquisitions of the Home, Mutual, Galva, Republic and Peoria institutions, the importance of the various forms of contracted-for regulatory capital, River Valley's plans to grow, the operations and financial condition of the River Valley entities throughout the 1980s and 1990s, the River Valley entities' relationship with the regulators before and after the breach, the effects of the breach on the River Valley entities (including the financial harm the breach caused River Valley), the redemption of the Class A preferred stock from the Federal Savings and Loan Insurance Company in 1991, settlement of the executory provisions of the Home, Republic and Peoria Assistance Agreements in 1991, the attempted acquisition of San Antonio Federal Savings Bank ("SAFSB") in 1992 (including the structure of the SAFSB transaction as contemplated and as consummated, and the operations and profits of SAFSB, Western Capital Holdings, Inc. ("WCHI"), Western Capital Liquidating Trust ("WCLT"), and River Valley Bank, FSB ("RVB")), and the sale of River Valley Holdings, Inc. and River Valley Savings Bank, FSB to First Banks, Inc. in 1995. Additionally, Dr. Holland may testify about any matter addressed in his fact witness deposition or about any matter as to which the government's witnesses may testify.

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As an expert witness, Dr. Holland is expected to testify about the matters addressed in his expert reports, including effects of the breach on the River Valley entities (including the financial harm the breach caused River Valley). In addition, Dr. Holland also may testify about any matter covered in his expert deposition or about any matter as to which the government's witnesses may testify. Plaintiffs estimate that Dr. Holland's direct examination will last approximately 2 days. 4. Dr. Neil B. Murphy c/o Michael A. Johnson, Esq. Arnold & Porter LLP 555 Twelfth St. NW Washington, DC 20004 202/942-5783

Dr. Murphy, one of plaintiffs' experts, has served as a Professor of Finance at Virginia Commonwealth University in Richmond, Virginia, a Financial Economist for the Federal Reserve Bank of Boston, Chief of the Economic Research Unit for the FDIC and has accepted visiting assignments at the Federal Reserve Bank of San Francisco, the Board of Governors of the Federal Reserve System, and the FDIC. Plaintiffs expect Dr. Murphy to testify about the matters discussed in his expert reports, including his conclusions with respect to the damages the breach caused River Valley, the function of regulatory capital in federally insured thrift institutions, and the government's valuations of the preferred stock purchased by FSLIC and later redeemed by River Valley and its relationship to the value of the River Valley thrifts. Dr. Murphy may also testify about any matter covered in his deposition or about any matter as to which the government's witnesses may testify. Plaintiffs estimate that Dr. Murphy's direct examination will last approximately 4 hours.

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5.

Ronald Pikus c/o Michael A. Johnson, Esq. Arnold & Porter LLP 555 Twelfth St. NW Washington, DC 20004 202/942-5783

Mr. Pikus served in several capacities with various River Valley entities from 1988 to 1995, including Senior Vice President for Holland Partners, Inc., President of River Valley Savings Bank of Peoria, and Asset Generation Manager for River Valley Bank, F.S.B. of Texas. Plaintiffs expect Mr. Pikus to testify about the operations, business plans, capital compliance, and financial results of the River Valley thrifts and SAFSB, the regulatory oversight of FDIC and OTS, and the impact of the breach on River Valley's operations. Plaintiffs estimate that Mr. Pikus' direct examination will last approximately 3 hours. 6. John Rose c/o Michael A. Johnson, Esq. Arnold & Porter LLP 555 Twelfth St. NW Washington, DC 20004 202/942-5783

Mr. Rose was a Director of RVB and WCHI from 1992 until the sale of RVB in 1996. Plaintiffs expect Mr. Rose to testify about the SAFSB acquisition as contemplated and as consummated, and the operations and profits of SAFSB, RVB, WCHI, and WCLT. Plaintiffs estimate that Mr. Rose's direct examination will last approximately 2 hours. 7. Howard R. Ross (deceased) (testimony will be by deposition excerpts) (no address)

Plaintiffs will present excerpts of the deposition testimony of Mr. Ross, who is now deceased. Mr. Ross served as Chairman of the Board for River Valley Savings Bank, Rock Falls, Illinois and River Valley Savings Bank, FSB, Peoria, Illinois. Prior to his death, he was a Director with CoBiz, Inc., a financial services company headquartered in Denver, Colorado.

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Plaintiffs expect to introduce deposition excerpts in which Mr. Ross testified concerning the background and history of the River Valley entities, the 1988 acquisitions of Home, Mutual, Galva, Republic and Peoria, the operations and financial condition of the River Valley entities throughout the 1980s and 1990s, and the effects of the breach on the River Valley entities. Plaintiffs estimate that presentation of portions of Mr. Ross's deposition testimony will last 2 hours or less. B. Witnesses Plaintiffs May Call 1. Steven Bangert c/o Michael A. Johnson, Esq. Arnold & Porter LLP 555 Twelfth St. NW Washington, DC 20004 202/942-5783

Mr. Bangert served as Chief Executive of River Valley Savings Bank, FSB from 1990 to 1994. Mr. Bangert also served as head of the Capital Markets Group for River Valley Savings Bank, FSB and River Valley Savings Bank, Rock Falls. Mr. Bangert is currently Chairman and Chief Executive Officer of CoBiz, Inc., a financial services company headquartered in Denver, Colorado. Mr. Bangert may testify about the background and history of the River Valley entities; the 1988 acquisitions of Home Federal Savings and Loan Association, Mutual Savings and Loan Association, Galva Federal Savings and Loan Association, Republic Savings and Peoria Savings and loan Association; the operations and financial condition of the River Valley entities throughout the 1980s and 1990s; the effects of the breach on the River Valley entities; implementation of the River Valley business plans and River Valley's capital markets strategy; and matters relating to the acquisition and operation of SAFSB. Plaintiffs estimate that Mr. Bangert's direct examination, if any, will last approximately 3 hours.

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2.

Allen H. Blake c/o Michael A. Johnson, Esq. Arnold & Porter LLP 555 Twelfth St. NW Washington, DC 20004 202/942-5783

Mr. Blake was Senior Vice President and Chief Financial Officer of First Banks, Inc. ("FBI") from 1990 to 1994. He is currently President and Chief Executive Officer of FBI. Plaintiffs may call Mr. Blake to testify about matters relating to FBI's acquisition of River Valley Holdings, Inc. ("RVHI") in 1995. Plaintiffs estimate that Mr. Blake's direct examination, if any, will last approximately 2 hours. 3. Richard Dalton c/o Michael A. Johnson, Esq. Arnold & Porter LLP 555 Twelfth St. NW Washington, DC 20004 202/942-5783

Mr. Dalton was Vice President of SAFSB/RVB from 1992 to 1996. Mr. Dalton is currently President of Colorado Business Bank in Denver, Colorado. Plaintiffs may call Mr. Dalton to testify about the acquisition of SAFSB as contemplated and as consummated, and about the operations of SAFSB/RV, Texas. Plaintiffs estimate that Mr. Dalton's direct examination, if any, will last approximately 2 hours. 4. C. Bryan Daniels c/o Michael A. Johnson, Esq. Arnold & Porter LLP 555 Twelfth St. NW Washington, DC 20004 202/942-5783

Mr. Daniels was an officer of the American National Bank ("ANB") at relevant times. Plaintiffs may call Mr. Daniels to testify about the relationships among River Valley, RVHI,

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WCHI, and ANB, including without limitation ANB's contemplated and actual role in the SAFSB acquisition as proposed and as consummated. Plaintiffs estimate that Mr. Daniels' direct examination, if any, will last approximately 2 hours. 5. Susan Ells c/o Michael A. Johnson, Esq. Arnold & Porter LLP 555 Twelfth St. NW Washington, DC 20004 202/942-5783

Ms. Ells was Vice President of RVSB, FSB and RVSB, Rock Falls from 1989 through 1995. Ms. Ells also served as Sr. Vice President of the Capital Markets Group at RVSB, FSB. Plaintiffs may call Ms. Ells to testify about the operations of the River Valley entities and the effects of the breach on River Valley. Plaintiffs estimate that Ms. Ells's direct examination, if any, will last approximately 2 hours. 6. Diana Januska Ms. Januska is represented by the Department of Justice, which is aware of her address and telephone number.

Ms. Januska was a Supervisory Analyst with the FHLB-Chicago. Plaintiffs may call Ms. Januska to testify about the 1988 acquisitions of Home, Mutual, Galva, Republic and Peoria, including the negotiations surrounding the acquisitions and the marketing of the institutions, any of the liquidation costing analyses associated therewith, and the role of net operating loss carryforwards ("NOLs") in the River Valley and other supervisory acquisitions. Plaintiffs estimate that Ms. Januska's direct examination, if any, will last approximately 1 hour.

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7.

Ronald Karr Mr. Karr is represented by the Department of Justice, which is aware of his address and telephone number.

Mr. Karr was a Regional Director with OTS. Plaintiffs may call Mr. Karr to testify about the OTS's and/or the FDIC's regulatory oversight of River Valley and other thrift institutions. Plaintiffs estimate that Mr. Karr's direct examination, if any, will last approximately 1 hour. 8. Larry Kenny Mr. Kenny is represented by the Department of Justice, which is aware of his address and telephone number.

Mr. Kenny held positions as a Capital Markets Specialist and Examiner In Charge with OTS. Plaintiffs may call Mr. Kenny to testify about regulatory oversight of the River Valley thrifts, including a regulatory examination following the government's breach for which he served as Examiner In Charge, his and the government's approaches to financial modeling, valuation and risk management, the relative approaches of OTS and FDIC to asset classification, specifically, mortgage derivative securities, and River Valley's investment in mortgage derivative securities. Plaintiffs estimate that Mr. Kenny's direct examination, if any, will last approximately 2 hours. 9. S. Lynn Stokes c/o Michael A. Johnson, Esq. Arnold & Porter LLP 555 Twelfth St. NW Washington, DC 20004 202/942-5783

Mr. Stokes, one of plaintiffs' expert witnesses, has served as a consultant for financial institutions across the country and specializes in the area of strategic planning with an emphasis on accounting, asset liability management, and regulatory and tax issues. He has served as an

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expert witness in areas such as bank valuations and business damages to financial institutions. Plaintiffs may call Mr. Stokes to testify about the topics addressed in his expert report, including the harm the breach caused River Valley. Mr. Stokes may also testify about any matter covered in his deposition or about any matter as to which the government's witnesses may testify. Plaintiffs estimate that Mr. Stokes's direct examination, if any, will last approximately 2 hours. 10. James M. Wright Mr. Wright is represented by the Department of Justice, which is aware of his address and telephone number.

Mr. Wright was Department Head of Loans and Other Assets at the Resolution Trust Corporation ("RTC"). Plaintiffs may call Mr. Wright to testify about matters relating to the sale of SAFSB to WCHI in 1992, including the terms of the transaction as contemplated and consummated, the regulatory requirements applicable to potential acquirers, and the RTC's perception of SAFSB, River Valley, RVHI, and WCHI. Plaintiffs estimate that Mr. Wright's direct examination, if any, will last approximately 1 hour.

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Respectfully Submitted, /s/ David B. Bergman David B. Bergman ARNOLD & PORTER, LLP 555 Twelfth Street, N.W. Washington, D.C. 20004-1206 (202) 942-5000 (tel.) (202) 942-5999 (fax) Counsel for plaintiffs Holland and Ross and First Bank.

Of Counsel: Melvin C. Garbow Howard N. Cayne Michael A. Johnson Joshua P. Wilson ARNOLD & PORTER, LLP 555 Twelfth Street, N.W. Washington, D.C. 20004-1206 Co-counsel for First Bank: Donald J. Gunn, Jr., Esq. Sharon R. Wice, Esq. Gunn and Gunn First Bank Building Creve Coeur 11901 Olive Blvd., Suite 312 P.O. Box 419002 St. Louis, Missouri 63141 (314) 432-4550 (tel.) (314) 432-4489 (fax) Dated: September 11, 2007

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CERTIFICATE OF SERVICE I hereby certify under penalty of perjury that on this 11th day of September 2007, I caused the foregoing PLAINTIFFS' WITNESS LIST PURSUANT TO RCFC APP. A ¶ 13(b) to be served upon the defendant via facsimile and first class mail, postage prepaid, addressed to: John H. Roberson, Esq. U.S. Dep't of Justice, Civil Division Commercial Litigation Branch 1100 L Street, N.W. Washington, D.C. 20530 Tel: 202-353-7972 Fax: 202-514-8640.

/s/ Michael A. Johnson

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