Free Answer to Amended Complaint - District Court of Colorado - Colorado

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793.

No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 793. 794. No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 794. COUNT V (Against Grubman and CGMI) VIOLATION OF SECTION 10(b) OF THE EXCHANGE ACT AND RULE 10b-5 795. paragraphs 1-794. 796. No response is required, as this claim and allegations are not alleged Nacchio repeats and incorporates by reference his answers to

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 796. 797. No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 797. 798. No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 798. 799. No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 799. 800. No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 800. 801. No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 801. 802. No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 802.

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COUNT VI (Against the Individual Defendants) VIOLATION OF SECTION 20(a) OF THE EXCHANGE ACT 803. 1-802. 804. Paragraph 804 states legal conclusions as to which no response is required. Nacchio repeats and incorporates by reference his answers to paragraphs

If a response is required, Nacchio denies the allegations in paragraph 804. 805. Paragraph 805 states legal conclusions as to which no response is required.

If a response is required, Nacchio denies the allegations in paragraph 805. 806. Paragraph 806 states legal conclusions as to which no response is required.

If a response is required, Nacchio denies the allegations in paragraph 806. COUNT VII (Against Citigroup and CGMHI) VIOLATION OF SECTION 20(a) OF THE EXCHANGE ACT 807. paragraphs 1-806. 808. No response is required, as this claim and allegations are not alleged Nacchio repeats and incorporates by reference his answers to

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 808. 809. No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 809. 810. No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 810. 811. No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 811.

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COUNT VIII (Against Defendants Nacchio and Szeliga) VIOLATION OF SECTION 304 OF THE SARBANES-OXLEY ACT 812. paragraphs 1-811. 813. No response is required, as this claim was dismissed by the Court's Nacchio repeats and incorporates by reference his answers to

September 23, 2005 Order. 814. No response is required, as this claim was dismissed by the Court's

September 23, 2005 Order. 815. No response is required, as this claim was dismissed by the Court's

September 23, 2005 Order. 816. No response is required, as this claim was dismissed by the Court's

September 23, 2005 Order. 817. No response is required, as this claim was dismissed by the Court's

September 23, 2005 Order. 818. No response is required, as this claim was dismissed by the Court's

September 23, 2005 Order. 819. No response is required, as this claim was dismissed by the Court's

September 23, 2005 Order. COUNT IX (Against All Defendants) VIOLATION OF COLORADO SECURITIES ACT (C.R.S. §§ 11-51-501 and 11-51-604) 820. 1-819. 821.
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Nacchio denies the allegations in paragraph 821. 103

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822.

Nacchio lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 822. 823. 824. 825. 826. 827. 828. 829. 830. 831. Nacchio denies the allegations in paragraph 823. Nacchio denies the allegations in paragraph 824. Nacchio denies the allegations in paragraph 825. Nacchio denies the allegations in paragraph 826. Nacchio denies the allegations in paragraph 827. Nacchio denies the allegations in paragraph 828. Nacchio denies the allegations in paragraph 829. Nacchio denies the allegations in paragraph 830. Nacchio denies the allegations in paragraph 831.

COUNT X (Against Andersen Defendants and The Citigroup Defendants) AIDING AND ABETTING QWEST'S VIOLATION OF C.R.S. §§ 11-51-501 and 11-51-605 832. paragraphs 1-831. 833. No response is required, as this claim and allegations are not alleged Nacchio repeats and incorporates by reference his answers to

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 833. 834. No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 834. 835. No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 835.

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COUNT XI (Against All Defendants) COMMON LAW FRAUD 836. 1-835. 837. 838. 839. 840. Nacchio denies the allegations in paragraph 837. Nacchio denies the allegations in paragraph 838. Nacchio denies the allegations in paragraph 839. Nacchio denies the allegations in paragraph 840. COUNT XII (Against Qwest and the Individual Defendants, the Andersen Defendants and Citigroup Defendants) CIVIL CONSPIRACY 841. 1-840. 842. 843. 844. 845. Nacchio denies the allegations in paragraph 842. Nacchio denies the allegations in paragraph 843. Nacchio denies the allegations in paragraph 844. Nacchio denies the allegations in paragraph 845. COUNT XIII (Against Grubman and CGMI) AIDING AND ABETTING COMMON LAW FRAUD 846. paragraphs 1-845. 847. No response is required, as this claim and allegations are not alleged Nacchio repeats and incorporates by reference his answers to Nacchio repeats and incorporates by reference his answers to paragraphs Nacchio repeats and incorporates by reference his answers to paragraphs

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 847.

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848.

No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 848. 849. No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 849. 850. No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 850. 851. No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 851. COUNT XIV (Against the Andersen Defendants) AIDING AND ABETTING COMMON LAW FRAUD 852. paragraphs 1-851. 853. No response is required, as this claim and allegations are not alleged Nacchio repeats and incorporates by reference his answers to

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 853. 854. No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 854. 855. No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 855. 856. No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 856. COUNT XV (Against All Defendants) NEGLIGENT MISREPRESENTATION 857. 1-856.
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858. 859.

Nacchio denies the allegations in paragraph 858. Nacchio lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 859. 860. 861. 862. 863. 864. 865. Nacchio denies the allegations in paragraph 860. Nacchio denies the allegations in paragraph 861. Nacchio denies the allegations in paragraph 862. Nacchio denies the allegations in paragraph 863. Nacchio denies the allegations in paragraph 864. Nacchio denies the allegations in paragraph 865. COUNT XVI (Against the Andersen Defendants) FRAUDULENT CONCEALMENT 866. paragraphs 1-865. 867. No response is required, as this claim and allegations are not alleged Nacchio repeats and incorporates by reference his answers to

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 867. 868. No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 868. 869. No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 869. 870. No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 870. 871. No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 871.

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872.

No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 872. 873. No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 873. 874. No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 874. 875. No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 875. 876. No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 876. COUNT XVII (Against Qwest, Arthur Andersen and SSB) RESPONDEAT SUPERIOR 877. paragraphs 1-876. 878. No response is required, as this claim and allegations are not alleged Nacchio repeats and incorporates by reference his answers to

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 878. 879. No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 879. 880. No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 880. 881. No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 881. 882. No response is required, as this claim and allegations are not alleged

against Nacchio. If a response is required, Nacchio denies the allegations in paragraph 882.
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AFFIRMATIVE AND OTHER DEFENSES Nacchio sets forth below additional defenses to Counts One through Seventeen. By setting forth these defenses, Nacchio does not assume the burden of proving any fact, issue, or element of a cause of action where such burden properly belongs to Plaintiff. Moreover, nothing stated herein is intended or shall be construed as an acknowledgement that any particular issue or subject matter is relevant to Plaintiff's allegations. 1. The Complaint and each purported claim for relief fails to state a claim

upon which relief can be granted. 2. Plaintiff's allegations are not pled with sufficient particularity under the

Federal Rules of Civil Procedure. 3. Plaintiff's claims are barred, in whole or in part, because Plaintiff has

failed to plead and cannot establish transaction and/or loss causation. 4. Plaintiff's claims are barred, in whole or in part, by the doctrines of

waiver, estoppel, ratification, affirmance, in pari delicto, and/or unclean hands. 5. Plaintiff's claims are barred, in whole or in part, because Nacchio had no

duty to disclose any facts allegedly not disclosed. 6. Plaintiff's claims are barred, in whole or in part, because Plaintiff would

be unjustly enriched if it was allowed to recover anything in the action. 7. Plaintiff's claims are barred by the doctrine of laches, as Plaintiff

knowingly delayed for an unreasonable time, under circumstances permitting and requiring diligence, to assert the purported causes of action in the Complaint against Nacchio, to the substantial detriment and prejudice of Nacchio. Complaint cannot be granted. Accordingly, the relief prayed for in the

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8.

Plaintiff fails to state a claim to the extent that the alleged statements upon

which these claims for relief are based constitute expressions of honest opinion. 9. Some or all of the alleged untrue statements of material fact, omissions of

material fact, misleading statements, or other challenged statements made by Defendants consist only of non-actionable general statements of optimism and/or indefinite opinions or puffery, and are thus non-actionable. 10. Every act or omission alleged in the Complaint was done or omitted in

good faith conformity with the rules and regulations of the SEC and, therefore, pursuant to Section 23(a) of the Securities Exchange Act of 1934, there is no liability for any act or omission so alleged. 11. The matters alleged to be the subject of misrepresentations or omissions

were publicly and prominently disclosed, and were available to Plaintiff and the securities market. 12. The acts and practices of persons or entities not associated with Qwest,

and ongoing economic events, constitute intervening and superseding causes of the alleged harm, if any, suffered by Plaintiff, and some or all of the decline in the value of Qwest securities was the result not of any omission or misstatement on the part of Nacchio, but rather of a general decline in the market, especially among securities in the telecommunications sector. Should Plaintiff recover damages against Nacchio, the amount of those damages should be abated, reduced, or eliminated accordingly. See 15 U.S.C. § 77k(e). 13. Plaintiff had actual or constructive knowledge of some or all of the facts

alleged in the Complaint upon which Nacchio's liability is asserted at the time that Plaintiff acquired Qwest securities and assumed the risk that the value of Qwest securities could decline.

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14.

Some or all of the damage, loss, or injury allegedly sustained by Plaintiff

represents losses other than the depreciation in market price or value of the securities resulting from such parts of the registration or financial statements alleged to be untrue or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 15. Plaintiff knew or should have known the financial condition of Qwest and

the risks associated with the development of Qwest's products, and in failing to consider these risks, assumed the risk that they might be damaged by acquiring Qwest securities. 16. Plaintiff purchased Qwest securities after public announcements of

adverse market trends in the telecommunications industry and thus had actual or constructive notice of the matters alleged herein and assumed the risk of decline in the market value of the securities they purchased. 17. Plaintiff neither actually nor reasonably relied on any of the allegedly

untrue statements of material fact, omissions of materials fact, or misleading statements or other wrongful conduct upon which Nacchio's purported liability rests. 18. Plaintiff's claim is barred, in whole or in part, because the asserted injury,

if any, was not proximately caused by Nacchio. 19. Plaintiff would have acquired Qwest securities common stock even if,

when acquired, Plaintiff had known of the allegedly untrue statements of material fact, omissions of material fact, or misleading statements or other wrongful conduct upon which Nacchio's purported liability rests. 20. When it acquired Qwest securities, Plaintiff knew, or in the exercise of

reasonable care should have known, of the facts with respect to the allegedly untrue statements

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of material fact, omissions of material fact, misleading statements or other actions alleged in the Complaint. Plaintiff was negligent and this negligence was a cause-in-fact and a proximate cause of any alleged damages. Such negligence bars recovery in whole or in part. 21. 22. Plaintiff has failed to mitigate any damages it may have suffered. Any recovery for damages allegedly incurred by Plaintiff is subject to

offset in the amount of any tax benefits or other benefits actually received through its investments. 23. The claims alleged in the Complaint are barred, in whole or in part, by the

applicable statute of limitations. 24. The claims alleged in the Complaint are barred, in whole or in part, by res

judicata, in light of the final judgment of settlement in Strauss v. Anschutz, et al, No. 02-CV-8188 (Colo. 2d Dist., Denver County). 25. Some or all of the alleged untrue statements of material fact, omissions of

material fact, misleading statements, or other challenged statements are rendered non-actionable by the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, as codified at 15 U.S.C. § 78u-5(c), and 15 U.S.C. § 77z-2(c). 26. Plaintiff's claims for attorneys' fees are barred on the ground that no

statutory right to attorneys' fees exists and each party is therefore required to bear its own costs and fees. 27. Without admitting that attorneys' fees are available, the Complaint fails to

allege facts sufficient to support a claim for attorneys' fees.

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28.

Plaintiff is barred from recovery, in whole or in part, because Nacchio

acted in good faith and reasonably relied on the advice and information provided by other persons. 29. Nacchio had no knowledge of or reasonable ground to believe in the

existence of the facts by reason of which the liability of Nacchio is alleged to exist. 30. Plaintiff is barred from recovery, in whole or in part, because with respect

to all alleged untrue statements of material fact, omissions of material fact, misleading statements, or other challenged statements, Nacchio had, after reasonable investigation, reasonable grounds to believe and did in good faith believe, at the time those statements were made and all relevant times, that the statements were true and not misleading and that there were no omissions of material fact required to be stated necessary to make the statements not misleading. 31. Plaintiff is barred from recovery, in whole or in part, because with respect

to all alleged untrue statements of material fact, omissions of material fact, misleading statements, or other challenged statements, Nacchio acted in good faith and had no knowledge that any such statement was false or misleading. 32. Some or all of the alleged untrue statements of material fact, omissions of

material fact, misleading statements, or other challenged statements contained sufficient cautionary language or risk disclosure to protect Nacchio against claims of securities fraud, and are thus rendered non-actionable by the "bespeaks caution" doctrine. 33. Without admitting that any damages were suffered by Plaintiff, any

damages allegedly suffered were proximately caused by and contributed to by persons other than Nacchio. The liability of all defendants and any responsible parties, named or unnamed, should

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be apportioned according to the relative degrees of fault, and the liability of Nacchio should be reduced accordingly. Nacchio is entitled to contribution and/or indemnification to the full extent permitted by law. 34. Without admitting that Qwest or any Individual Defendant is liable under

the Securities Exchange Act of 1934, and without admitting that Nacchio controls either Qwest or any Individual Defendant, Nacchio acted in good faith and did not directly or indirectly induce the act or acts constituting the violation of the Securities Exchange Act, or any rule or regulation thereunder, or the cause of action. 35. Without admitting that Qwest or any Individual Defendant is liable under

the Colorado Securities Act, and without admitting that Nacchio controls either Qwest or any Individual Defendant, Nacchio did not know, and in the exercise of reasonable care could not have known, of the existence of the facts constituting the violation or cause of action. 36. Without admitting that Qwest or any Individual Defendant is liable under

the Colorado Securities Act, and without admitting that Nacchio controls either Qwest or any Individual Defendant, Nacchio acted in good faith and did not, directly or indirectly, induce the act or acts constituting the violation or cause of action. 37. State of Colorado. 38. Plaintiff. 39. Plaintiff cannot pursue exemplary or punitive damages because Plaintiff Nacchio did not sell any security that is the subject of this action to the Nacchio did not sell any security that is the subject of this action in the

included that claim in its initial claim for relief and has failed to establish prima facie proof of a triable issue on exemplary or punitive damages.

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40.

Plaintiff's

damages

claims,

including

claims

for

compensatory,

rescissionary, punitive, exemplary, and/or opportunity cost damages, are speculative and thus not recoverable. 41. Any award of punitive or exemplary damages would violate the

procedural and/or substantive due process safeguards provided under the Fifth, Sixth, Eighth and/or Fourteenth Amendments to the Constitution of the United States and/or the Constitution of the State of Colorado and/or various federal and state statutes and regulations. 42. Without admitting that exemplary or punitive damages are available, the

Complaint fails to allege facts sufficient to support a claim for exemplary or punitive damages, including but not limited to the absence of fraud, malice, or willful and wanton conduct. 43. The Court lacks subject matter jurisdiction over the state and common law

claims once the claims brought pursuant to federal law are dismissed. 44. Plaintiff is not the real party in interest and lacks standing to assert the

claims alleged in the Complaint. 45. Plaintiff's claims for equitable relief are barred, in whole or in part,

because Plaintiff has an adequate remedy at law. 46. The claims asserted in the Complaint are barred to the extent that they

have been settled, compromised, released, or otherwise discharged. 47. Nacchio joins and incorporates by reference each affirmative defense

alleged by other Defendants in this action to the extent that such defense applies to Nacchio. 48. Nacchio reserves the right to allege additional defenses as they become

known during discovery and other proceedings in this case, and to withdraw, amend, or modify

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his Answer accordingly.

Nacchio further reserves the right to withdraw defenses that he

determines are not applicable during the course of discovery and other proceedings in this case. PRAYER FOR RELIEF WHEREFORE, Defendant Joseph P. Nacchio prays that judgment enter in his favor and against Plaintiff, that Plaintiff takes nothing by its Complaint and that Defendant be awarded his damages, punitive damages, attorneys' fees and costs, pre- and post-judgment interest, and any other relief as this Court deems proper. Dated: November 1, 2005 Denver, Colorado Respectfully submitted,

__________________________ Scott M. Himes Lara M. Shalov STILLMAN & FRIEDMAN, P.C. 425 Park Ave. New York, New York 10022 (212) 223-0200 -and/s James D. Kilroy Neil Peck James D. Kilroy SNELL & WILMER, L.L.P. 1200 17th Street Suite 1950 Denver, Colorado 80202 (303) 634-2005 Attorneys for Defendant Joseph P. Nacchio

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CERTIFICATE OF SERVICE I hereby certify that, on this 1st day of November, 2005, a true and correct copy of the foregoing DEFENDANT JOSEPH P. NACCHIO'S ANSWER TO THE FIRST AMENDED COMPLAINT , was electronically filed with the Clerk of the Court using the CM/ECF system, which will send notification of such filing to the following: Alfred P. Levitt Jonathan D. Schiller David R. Boyd Kenneth F. Rossman IV Boies, Schiller & Flexner LLP 49. 5301 Wisconsin Ave NW Suite 800 Washington, DC 20015 Counsel for Qwest Communications International Inc. Fax: 202.237.6131 [email protected] [email protected] [email protected] [email protected] Robert J. Dyer, III Kip B. Shuman Jeffrey A. Berens Trig R. Smith Dyer & Shuman, LLP 801 East 17th Avenue Denver, CO 80218-1417 Liaison Counsel for Plaintiffs Fax: 303.830.6920 [email protected] [email protected] [email protected] [email protected] Joe R. Whatley, Jr. Whatley Drake, L.L.C. 50. Post Office Box 10647 Birmingham, AL 35202-0647 Attorney for Plaintiffs in the ERISA matter Fax: 205.328.9669 [email protected] William S. Lerach Spencer A. Burkholz Daniel S. Drosman Thomas E. Egler Lerach, Coughlin, Stoia Geller Rudman & Robbins LLP 655 West Broadway, Suite 1900 San Diego, CA 92101-4297 Lead Counsel for Plaintiffs Fax: 619.231.7423 [email protected] [email protected] [email protected] [email protected]

Jason R. Llorens Lerach, Coughlin, Stoia & Robbins LLP 9601 Wilshire Blvd Suite 510 Los Angeles, CA 90210 Lead Counsel for Plaintiffs Fax: 310.278.2148 [email protected]

Mark T. Drooks Thomas V. Reichert Bird, Marella, Boxer & Wolpert, PC 1875 Century Park East, 23rd Floor Los Angeles, CA 90067-2561 Attorneys for Defendant Robin Szeliga Fax: 310.201.2110 [email protected] [email protected] 117

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Frederick J. Baumann James M. Lyons Cindy C. Oliver 51. Cleo Rauchway Rothgerber Johnson & Lyons LLP 1200 17th Street, Suite 3000 Denver, CO 80202-5855 Attorneys for Defendants Philip Anschutz, Linda Alvarado, Craig Barrett, Hank Brown, Thomas Donohue, Jordan Haines, Peter Hellman, Cannon Harvey, Vinod Khosla, Marilyn Carlson Nelson, Frank Popoff, Craig Slater and W. Thomas Stephens Fax: 303.623.9222 [email protected] [email protected] [email protected] [email protected] Robert N. Miller Stephanie E. Dunn Perkins Coie, LLP 1899 Wynkoop St., Ste. 700 Denver, CO 80202 Attorneys for Defendant James A. Smith Fax: 303.291.2400 [email protected] [email protected]

James Nesland Paul Schwartz Steven Sklaver Cooley Godward LLP 380 Interlocken Crescent, Suite 900 Broomfield, CO 80021-8023 Attorneys for Defendant Drake Tempest Fax: 720.566.4099 [email protected]

Wesley R. Powell Clifford Chance US LLP 31 West 52nd Street New York, NY 10019-6131 Attorney for Defendant Robert Woodruff Fax: 212.878.8375 [email protected]

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Mark C. Hansen Neil M. Gorsuch Kevin B. Huff David L. Schwarz Rebecca A. Beynon Kellog, Huber, Hansen, Todd & Evans, P.L.L.C. Sumner Square 1615 M. Street NW, Suite 400 Washington, D.C. 20036-3209 Attorneys for Defendant Philip Anschutz & Craig Slater Fax: 202.326.7999 [email protected] [email protected] [email protected] [email protected] [email protected] Scott B. Schreiber John A. Freedman Shelby Hunt Kwame Clement Arnold & Porter 555 Twelfth Street, NW Washington, DC 20004-1206 Attorneys for Defendant Arthur Andersen LLP Fax: 202.942.5999 [email protected] [email protected] [email protected] [email protected]

Bruce F. Black Michael J. Hofman Martin D. Litt Holme Roberts & Owen LLP 1700 Lincoln Street, Suite 4100 Denver, CO 80203 Attorneys for Defendants Philip Anschutz and Craig Slater Fax: 303.866.0200 [email protected] [email protected] [email protected]

Tim Atkeson Joshua D. Franklin Arnold & Porter 370 Seventeenth Street, Suite 4500 Denver, CO 80202 Attorneys for Defendant Arthur Andersen LLP Fax: 303.832.0428 [email protected] [email protected]

/s

Linda Ralph

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