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

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO Civil Action No. 01-cv-1451-REB-CBS (Consolidated with Civil Action Nos. 01-cv-1472-REB-CBS, 01-cv-1527-REB-CBS, 01-cv1616-REB-CBS, 01-cv-1799-REB-CBS, 01-cv-1930-REB-CBS, 01-cv-2083-REB-CBS, 02-cv0333-REB-CBS, 02-cv-0374-REB-CBS, 02-cv-0507-REB-CBS, 02-cv-0658-REB-CBS, 02-cv755-REB-CBS, 02-cv-798-REB-CBS AND 04-cv-0238-REB-CBS) In re QWEST COMMUNICATIONS INTERNATIONAL INC. SECURITIES LITIGATION This document relates to: STICHTING PENSIOENFONDS ABP v. QWEST COMMUNICATIONS INTERNATIONAL INC., a Delaware Corporation, et al., Case No. 04-cv-00238-REB-CBS ______________________________________________________________________________ DEFENDANT JOSEPH P. NACCHIO'S ANSWER TO THE FIRST AMENDED COMPLAINT ______________________________________________________________________________ Defendant Joseph P. Nacchio ("Nacchio") responds to the First Amended Complaint (the "Complaint") as follows. The Complaint consists of voluminous allegations, spanning several years, many of which are directed at Qwest Communications International, Inc. ("Qwest"), Citigroup Global Markets, Inc., Arthur Andersen and other Individual Defendants. The allegations are often inadequately detailed, defined or dated, making it difficult to discern the allegations with enough clarity for a precise responsive pleading. Further, several of the allegations contain material that Plaintiff has either misquoted or altered, without informing the Court that it has done so. In addition, many allegations purportedly are based upon or derive from documents, such as media articles, SEC filings and other corporate materials, which Nacchio has not reviewed, and Nacchio respectfully refers the Court to the full document for a complete understanding of its content.

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In addition to its numbered paragraphs, the Complaint contains an opening statement and various headings. No response is required to these conclusory statements. To the extent a response is required, Nacchio specifically denies the truth of each statement in the opening statement, as well as each statement contained in the headings. All allegations that are not expressly admitted are denied. Nacchio respectfully reserves the right to withdraw or modify his pleading responses as may be warranted or permitted in the future. ANSWER 1. 2. paragraph 2. 3. The allegations in paragraph 3 are asserted against parties or persons other Nacchio denies the allegations in paragraph 1 of the Complaint. Nacchio adopts and incorporates by reference Qwest's Answer to

than Nacchio and no response is required. To the extent a response is required, Nacchio lacks sufficient information or knowledge to admit or deny the allegations in paragraph 3. 4. 5. Nacchio denies the allegations in paragraph 4. Nacchio denies the allegations in paragraph 5, except admits that Nacchio

resigned as president and CEO of Qwest in June 2002. The publicly filed documents apparently referenced in paragraph 5 speak for themselves, and Nacchio respectfully refers the Court to the full documents for a complete understanding of their contents. 6. 7. 8. Nacchio denies the allegations in paragraph 6. Nacchio denies the allegations in paragraph 7. Nacchio lacks sufficient information or knowledge to admit or deny the

allegations in paragraph 8.

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9.

Nacchio denies that Plaintiff purchased Qwest stock at inflated prices.

Nacchio lacks sufficient information or knowledge to admit or deny the remaining allegations in paragraph 9. 10. Nacchio lacks sufficient information or knowledge to admit or deny the

allegations concerning the number of shares of Qwest stock purchased by Plaintiff in paragraph 10. Nacchio denies the remaining allegations in paragraph 10. 11. The allegations in paragraph 11 are asserted against parties or persons

other than Nacchio, and therefore no response is required. To the extent a response is required, Nacchio admits the allegations in paragraph 11. 12. The allegations in paragraph 12 are asserted against parties or persons

other than Nacchio, and therefore no response is required. To the extent a response is required, Nacchio denies the allegations in paragraph 12. 13. Nacchio admits that at certain times in the past Qwest provided

communications, data, multimedia, and internet-based services on a national and international basis and wireless services, local telecommunications and related services, and directory services in a 14-state local service area. Nacchio lacks sufficient information or knowledge to admit or deny the allegations to the extent that they purport to describe Qwest's current business. Except as specifically admitted above, Nacchio denies the allegations in paragraph 13. 14. Nacchio admits that Anschutz was Qwest's founder. The publicly filed

document referred to in paragraph 14 speaks for itself, and Nacchio respectfully refers the Court to the full document for a complete understanding of its contents. Nacchio lacks sufficient knowledge or information to admit or deny the remaining allegations in paragraph 14.

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15.

Nacchio admits that the merger between Qwest and US West, Inc. was

consummated on June 30, 2000, and that the merger was accounted for as a reverse acquisition under the purchase method of accounting. Nacchio lacks sufficient knowledge or information to admit or deny the remaining allegations in paragraph 15. 16. Nacchio admits that Anschutz was a member of Qwest's Board of

Directors, that Anschutz formerly served as co-Chairman of Qwest's Board of Directors, and that Anschutz was Qwest's founder. Nacchio admits that the Anschutz Company sold shares of Qwest common stock to Bell South in May 1999. To the extent that the allegations in paragraph 16 are contained in documents publicly filed with the SEC, Nacchio respectfully refers the Court to those documents for their contents. Nacchio also admits that Business Week has published articles in which Qwest and Anschutz are discussed. Nacchio lacks sufficient knowledge or information to admit or deny the remaining allegations in paragraph 16. 17. Nacchio admits that Business Week has published articles in which Qwest

and Anschutz are discussed. Nacchio lacks sufficient information or knowledge to admit or deny the remaining allegations in paragraph 17. 18. Nacchio denies the allegations in the first sentence of paragraph 18. The

publicly filed document referred to in paragraph 18 speaks for itself, and Nacchio respectfully refers the Court to the full document for a complete understanding of its contents. Nacchio lacks sufficient knowledge or information to admit or deny the remaining allegations in paragraph 18. 19. of Directors. Nacchio admits that Defendant Craig D. Slater served on Qwest's Board

Nacchio admits that Mr. Slater serves as President of Anschutz Investment

Company and as Executive Vice President of Anschutz Company and The Anschutz

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Corporation. Nacchio lacks sufficient information or knowledge to admit or deny the remaining allegations in paragraph 19. 20. Nacchio admits that Defendant Jordan Haines served on Qwest's Board of

Directors during the time that Nacchio was employed by Qwest, and that he was a member of the Board's Audit Committee during 2000 and 2001. Nacchio lacks sufficient information or

knowledge to admit or deny the remaining allegations in paragraph 20. 21. Nacchio admits that Defendant Thomas Stephens served on Qwest's

Board of Directors during the time that Nacchio was employed by Qwest, and that Mr. Stephens was Chairman of the Board's Audit Committee between 2000 and 2001. Nacchio admits that Mr. Stephens was a director of Mail Well, Inc. at some time. Nacchio lacks sufficient

information or knowledge to admit or deny the remaining allegations in paragraph 21. 22. Nacchio admits that Defendant Linda Alvarado served as a member of

Qwest's Board of Directors, and that Ms. Alvarado was a member of the Board's Audit Committee during 2000 and 2001. Nacchio admits that Ms. Alvarado was President and CEO of Alvarado Construction, Inc. Nacchio lacks sufficient information or knowledge to admit or deny the remaining allegations in paragraph 22. 23. Nacchio admits that Defendant Peter Hellman served as a member of

Qwest's Board of Directors, and that Mr. Hellman was a member of the Board's Audit Committee during 2000 and 2001. Nacchio admits that Mr. Hellman was CEO of Nordson Corp. Nacchio admits that the United States House of Representatives Committee on Energy and Commerce held hearings on September 24 and October 1, 2002 entitled "Capacity Swaps by Global Crossing and Qwest: Sham Transactions Designed to Boost Revenues?" Nacchio admits that Mr. Hellman testified during the hearings. The testimony speaks for itself, and Nacchio

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respectfully refers the Court to the full transcript for a complete understanding of the content of Mr. Hellman's testimony. Nacchio lacks sufficient information or knowledge to admit or deny the remaining allegations in paragraph 23. 24. Nacchio admits that he served as Qwest's President and Chief Executive

Officer from January 1997 to February 1999 and as the Chief Executive Officer and CoChairman from February 1999 until his resignation in June 2002. The allegations in the third and fourth sentences are vague and unclear in a number of respects, including what type of "shares" were sold and the definition of "proceeds," and accordingly, Nacchio denies those allegations. With respect to the fifth sentence, Nacchio admits that in connection with the Qwest - U.S. West merger, and because of the additional duties and responsibilities he would have related to the merger, he received a bonus of $750,000, and denies the remaining allegations in the fifth sentence. With respect to the sixth sentence, Nacchio admits that he resigned as CEO of Qwest and as a member of Qwest's Board of Directors in June 2002. Nacchio denies the allegations in the seventh sentence of paragraph 24. With respect to the ninth sentence, Nacchio admits that he entered into a settlement, which included contributions of $400,000 to certain nonprofit entities, with respect to a lawsuit commenced by the Attorney General of the State of New York and was dismissed from the lawsuit, and Nacchio respectfully refers the Court to the complaint filed in that action for the allegations contained therein. Nacchio lacks sufficient information or knowledge to admit or deny the remaining allegations in paragraph 24. 25. Nacchio admits that Defendant Afshin Mohebbi served in several

capacities at Qwest from May 1999 during the time that Nacchio was employed Qwest. Mr. Mohebbi became the President and Chief Operating Officer of Qwest in or about May 1999, a position that he continued to hold until June 2000. Nacchio admits that Mr. Mohebbi served as

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Qwest's President of Worldwide Network Services and Operations from June 2000, and as President and Chief Operating Officer from approximately April 2001 through the time that Nacchio resigned from Qwest. Nacchio further admits that the United States House of

Representatives Committee on Energy and Commerce held hearings on September 24 and October 1, 2002 entitled "Capacity Swaps by Global Crossing and Qwest: Sham Transactions Designed to Boost Revenues?," and that Mr. Mohebbi testified at those hearings. The testimony speaks for itself, and Nacchio respectfully refers the Court to the full transcript of Mr. Mohebbi's testimony for a complete understanding of its contents. Nacchio lacks sufficient information or knowledge to admit or deny the remaining allegations in paragraph 25. 26. Nacchio admits that Defendant Robin R. Szeliga served as Qwest's Vice

President of Finance from August 1998 to October 1999 and as Senior Vice President of Finance from October 1999 to March 2001. Nacchio admits that Ms. Szeliga served as Qwest's interim Chief Financial Officer from March 2001 until her appointment as Executive Vice President, Finance and Chief Financial Officer on or about April 18, 2001. Nacchio admits that Ms. Szeliga served in that capacity through the time Nacchio resigned from Qwest. Nacchio lacks sufficient information or knowledge to admit or deny the remaining allegations in paragraph 26. 27. Nacchio admits that Defendant Robert S. Woodruff served as Qwest's

Chief Financial Officer from August 1994 until on or about March 2, 2001. Nacchio lacks sufficient information or knowledge to admit or deny the remaining allegations in paragraph 27. 28. Nacchio admits that Defendant Drake S. Tempest served as Qwest's

Executive Vice President, General Counsel, and Corporate Secretary from about October 1998, and Chief Administrative Officer from about June 2000, through the time that Nacchio resigned

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from Qwest. Nacchio lacks sufficient information or knowledge to admit or deny the remaining allegations in paragraph 28. 29. Nacchio admits that Defendant James A. Smith served as Qwest's

Executive Vice President, Small Business and Consumer Markets at some time while Nacchio was employed at Qwest. Nacchio lacks sufficient information or knowledge to admit or deny the remaining allegations in paragraph 29. 30. Nacchio admits that Defendant Gregory Casey served as Executive Vice Nacchio further admits that, during some time of his

President, Wholesale Markets.

employment, Mr. Casey reported to Mr. Mohebbi. Nacchio admits that the United States House of Representatives Committee on Energy and Commerce held hearings on September 24 and October 1, 2002 entitled "Capacity Swaps by Global Crossing and Qwest: Sham Transactions Designed to Boost Revenues?," and that, according to the transcript of the hearings, Mr. Casey invoked his Fifth Amendment privilege during the hearings. Nacchio lacks sufficient

information or knowledge to admit or deny the remaining allegations in paragraph 30. 31. 32. No response to paragraph 31 is required. Insofar as the allegations in paragraph 32 are directed at him, Nacchio

admits that at times during his employment he had access to certain non-public information about Qwest's business. Insofar as the allegations in paragraph 32 are directed at other

Defendants, Nacchio lacks sufficient information or knowledge to admit or deny the allegations. Except as expressly admitted, Nacchio denies the remaining allegations in paragraph 32. 33. The first sentence of paragraph 33 states a legal conclusion to which no

response is necessary. To the extent that a response is required, Nacchio denies the allegations in

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the first sentence of paragraph 33. With respect to the second sentence of paragraph 33, Nacchio hereby incorporates his response to paragraph 32. 34. Insofar as the allegations in paragraph 34 are directed at him, Nacchio

denies them. Insofar as the allegations in paragraph 34 are directed at other Defendants, Nacchio lacks sufficient information or knowledge to admit or deny the allegations. 35. Paragraph 35 states legal conclusions as to which no response is

necessary. To the extent that a response is required, Nacchio denies the allegations in paragraph 35 insofar as they are directed at him. Insofar as the allegations in paragraph 35 are directed at other Defendants, Nacchio lacks sufficient information or knowledge to admit or deny the allegations. 36. Paragraph 36 states legal conclusions to which no response is necessary.

To the extent that a response is required, Nacchio admits that he was provided copies of certain Qwest documents shortly before or after their public disclosure or filing. Insofar as the

remaining allegations in paragraph 36 are directed at him, Nacchio denies them. Insofar as the allegations in paragraph 36 are directed at other Defendants, Nacchio lacks sufficient information or knowledge to admit or deny the allegations. 37. Nacchio lacks sufficient information or knowledge to admit or deny the

allegations in the first sentence of paragraph 37. Nacchio admits that Qwest retained Arthur Andersen to provide independent accounting services, and tax and consulting services. Nacchio lacks sufficient information or knowledge to admit or deny the remaining allegations in paragraph 37. 38. Nacchio admits that Arthur Andersen audited Qwest's financial statements

for the years 1999, 2000, and 2001 and offered unqualified opinions that were included in

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Qwest's public filings. Nacchio lacks sufficient information or knowledge to admit or deny the remaining allegations in paragraph 38. 39. Nacchio denies the allegations in the first and fifth sentences of paragraph

39. Nacchio admits that Arthur Andersen audited Qwest's financial statements for the years 1999, 2000, and 2001 and offered unqualified opinions that were included in Qwest's public filings. Nacchio lacks sufficient information or knowledge to admit or deny the remaining allegations in paragraph 39. 40. Nacchio admits that Mark Iwan was a partner at Arthur Andersen and that

Mr. Iwan worked with Qwest. Nacchio lacks sufficient information or knowledge to admit or deny the remaining allegations in paragraph 40. 41. Nacchio lacks sufficient information or knowledge to admit or deny the

allegations in paragraph 41. 42. Nacchio lacks sufficient information or knowledge to admit or deny the

allegations in paragraph 42. The remaining allegations in paragraph 42 purport to characterize the contents of various provisions of the United States Code. Those statutory provisions speak for themselves, and Nacchio respectfully refers the Court to the full statutory language for a complete understanding of its contents. 43. Nacchio lacks sufficient information or knowledge to admit or deny the

allegations in paragraph 43. 44. Nacchio lacks sufficient information or knowledge to admit or deny the

allegations in paragraph 44. 45. Nacchio lacks sufficient information or knowledge to admit or deny the

allegations in paragraph 45.

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46.

Nacchio admits that he knew Mr. Grubman from the time when Nacchio

was employed by AT&T, and that Mr. Grubman had some involvement in introducing Nacchio to Mr. Anschutz in connection with Nacchio becoming employed at Qwest. Nacchio denies the remaining allegations in paragraph 46 insofar as they are alleged against him. Nacchio lacks sufficient information or knowledge to admit or deny the remaining allegations in paragraph 46. 47. Nacchio lacks sufficient information or knowledge to admit or deny the

allegations in paragraph 47. 48. 49. 50. No response to paragraph 48 is required. Nacchio admits the allegations in paragraph 49. Nacchio admits that Plaintiff purports to allege claims under section 10(b),

section 18, and section 20(a) of the Securities and Exchange Act, and SEC Rule 10b-5. Except as specifically admitted above, Nacchio denies the allegations in paragraph 50. 51. 52. 53. 54. Nacchio admits the allegations in paragraph 51. Nacchio denies the allegations in paragraph 52. Nacchio adopts and incorporates Qwest's Answer to paragraph 53. Nacchio admits that Mr. Anschutz contacted Nacchio about leaving

AT&T to become Qwest's CEO, and otherwise lacks sufficient knowledge or information to admit or deny the remaining allegations in the first sentence of paragraph 54. To the extent Plaintiff's allegations refer to a document, the document to which Plaintiff refers speaks for itself and Nacchio respectfully refers the Court to the full document for a complete understanding of its contents. Nacchio admits that SSB was one of several underwriters for Qwest's initial public offering. Except as specifically admitted above, Nacchio denies the allegations in paragraph 54. 55. Nacchio adopts and incorporates Qwest's Answer to paragraph 55.

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56. 57. 58. 59.

Nacchio adopts and incorporates Qwest's Answer to paragraph 56. Nacchio denies the allegations in paragraph 57. Nacchio denies the allegations in paragraph 58. Insofar as the allegations in the first sentence of paragraph 59 are directed

at him, Nacchio denies them. Insofar as the allegations in the first sentence of paragraph 59 are directed at other Defendants, Nacchio lacks sufficient information or knowledge to admit or deny the allegations. Nacchio admits on information and belief that Mr. Grubman attended a meeting of the Qwest Board of Directors. Nacchio lacks sufficient information or knowledge to admit or deny the remaining allegations in paragraph 59. 60. Nacchio denies the allegations in the first sentence of paragraph 60. The

second sentence of paragraph 60 purports to characterize a publicly filed document. That public document speaks for itself and Nacchio respectfully refers the Court to the full document for a complete understanding of its contents. To the extent that any additional response is necessary, Nacchio lacks sufficient information or knowledge to admit or deny the remaining allegations in paragraph 60. 61. Paragraph 61 purports to characterize a publicly filed document. That

public document speaks for itself and Nacchio respectfully refers the Court to the full document for a complete understanding of its contents. To the extent that any additional response is necessary, Nacchio lacks sufficient information or knowledge to admit or deny the remaining allegations in paragraph 61. 62. Paragraph 62 purports to quote Nacchio from a publicly filed document.

That public document speaks for itself and Nacchio respectfully refers the Court to the full document for a complete understanding of its contents. To the extent that any additional

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response is necessary, Nacchio lacks sufficient knowledge or information to admit or deny the remaining allegations in paragraph 62. 63. 64. Nacchio adopts and incorporates Qwest's Answer to paragraph 63. Paragraph 64 purports to characterize publicly filed documents. Those

public documents speak for themselves, and Nacchio respectfully refers the Court to the full documents for a complete understanding of their contents. To the extent that any additional response is necessary, Nacchio denies the allegations in paragraph 64. 65. 66. Nacchio adopts and incorporates Qwest's Answer to paragraph 65. Nacchio denies the allegations in the first sentence of paragraph 66.

Nacchio admits that Fortune Magazine published articles in which Qwest was discussed. Those articles speak for themselves, and Nacchio respectfully refers the Court to the full articles for a complete understanding of their contents. Nacchio lacks sufficient knowledge or information to admit or deny the remaining allegations in paragraph 66. 67. 68. Nacchio adopts and incorporates Qwest's Answer to paragraph 67. Nacchio lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 68. 69. Nacchio admits that Qwest hosted a conference call on June 20, 2001

during which he and Ms. Szeliga spoke. Nacchio lacks sufficient knowledge or information to admit or deny any of the allegations in paragraph 69 as to the specific contents thereof. 70. Nacchio admits that Qwest hosted a conference call on June 20, 2001

during which he and Ms. Szeliga spoke. Nacchio lacks sufficient knowledge or information to admit or deny any of the allegations in paragraph 70 as to the specific contents thereof.

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71.

Nacchio admits that Solomon Smith Barney issued reports in which Qwest

was discussed. Those reports speaks for themselves and Nacchio respectfully refers the Court to the full documents for a complete understanding of their contents. Nacchio lacks sufficient knowledge or information to admit or deny the remaining allegations in paragraph 71. 72. Nacchio admits that Morgan Stanley Dean Witter & Co. issued reports in

which Qwest was discussed. Those reports speak for themselves and Nacchio respectfully refers the Court to the full documents for a complete understanding of their contents. Nacchio lacks sufficient knowledge or information to admit or deny the remaining allegations in paragraph 72. 73. Nacchio admits that Morgan Stanley Dean Witter & Co. issued reports

which discussed Qwest. Those reports speak for themselves, and Nacchio respectfully refers the Court to the full documents for a complete understanding of their contents. Nacchio lacks sufficient knowledge or information to admit or deny the remaining allegations in paragraph 73. 74. 75. Nacchio denies the allegations in paragraph 74. Nacchio lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 75. 76. them. Insofar as the allegations in paragraph 76 relate to Nacchio, he denies

Nacchio lacks sufficient knowledge or information to admit or deny the remaining

allegations in paragraph 76. 77. The press release referenced in paragraph 77 speaks for itself and Nacchio

respectfully refers the Court to the full document for a complete understanding of its contents. The letter referenced in the third sentence of paragraph 77 speaks for itself, and Nacchio respectfully refers the Court to the full document for a complete understanding of its contents.

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Except as specifically referenced above, Nacchio denies the remaining allegations in paragraph 77. 78. 79. Nacchio denies the allegations in paragraph 78. To the extent Plaintiff purports to quote from a document in the first

sentence of the allegations in paragraph 79, the document speaks for itself and Nacchio respectfully refers the Court to the full document for a complete understanding of its content. With respect to the allegations in the second sentence of paragraph 79, Nacchio admits that he entered into an employment agreement with Qwest on or about October 24, 2001 that extended the term of his employment with Qwest, and respectfully refers the Court to the full document for a complete understanding of its content. Nacchio lacks sufficient knowledge or information to admit or deny the remaining allegations in paragraph 79. 80. To the extent Plaintiff purports to characterize the contents of documents,

the documents speak for themselves and Nacchio respectfully refers the Court to the full documents for a complete understanding of their contents. Nacchio lacks sufficient knowledge or information to admit or deny the remaining allegations in paragraph 80. 81. Nacchio lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 81. 82. Nacchio lacks sufficient knowledge or information to admit or deny the

allegations in the first sentence of paragraph 82. The documents referenced in paragraph 82 speak for themselves and Nacchio respectfully refers the Court to the full documents for a complete understanding of their contents. Nacchio lacks sufficient knowledge or information to admit or deny the remaining allegations in paragraph 82.

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83.

The documents referenced in paragraph 83 speak for themselves, and

Nacchio respectfully refers the Court to the full documents for a complete understanding of their contents. Nacchio admits that he resigned as CEO of Qwest and as a member of Qwest's Board of Directors in June 2002. allegations in paragraph 83. 84. The documents referenced in paragraph 84 speak for themselves, and Except as specifically referenced above, Nacchio denies the

Nacchio respectfully refers the Court to the full documents for a complete understanding of their contents. Except as specifically referenced above, Nacchio denies the allegations in paragraph 84. 85. The publicly filed documents referenced in paragraph 85 speak for

themselves, and Nacchio respectfully refers the Court to the full documents for a complete understanding of their contents. Except as specifically referenced above, Nacchio denies the allegations in paragraph 85. 86. The publicly filed document referenced in paragraph 86 speaks for itself,

and Nacchio respectfully refers the Court to the full document for a complete understanding of its contents. paragraph 86. 87. The publicly filed document referenced in paragraph 87 speaks for itself, Except as specifically referenced above, Nacchio denies the allegations in

and Nacchio respectfully refers the Court to the full document for a complete understanding of its contents. paragraph 87. 88. The publicly filed documents referenced in paragraph 88 speak for Except as specifically referenced above, Nacchio denies the allegations in

themselves, and Nacchio respectfully refers the Court to the full documents for a complete

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understanding of their contents. Except as specifically referenced above, Nacchio denies the allegations in paragraph 88. 89. The publicly filed documents referenced in paragraph 89 speak for

themselves, and Nacchio respectfully refers the Court to the full documents for a complete understanding of their contents. Except as specifically referenced above, Nacchio denies the allegations in paragraph 89. 90. 91. 92. 93. 94. he denies them. Nacchio denies the allegations in paragraph 90. Nacchio denies the allegations in paragraph 91. Nacchio denies the allegations in paragraph 92. Nacchio denies the allegations in paragraph 93. To the extent the allegations in paragraph 94 purport to relate to Nacchio, Nacchio lacks sufficient knowledge or information to admit or deny the

remaining allegations in paragraph 94. 95. 96. 97. Nacchio denies the allegations in paragraph 95. Nacchio denies the allegations in paragraph 96. Because these allegations in paragraph 97 are directed at other

Defendants, no response is necessary. To the extent that a response is deemed necessary, Nacchio admits that Mr. Grubman was a telecommunications analyst at SSB, and Nacchio lacks sufficient knowledge or information to admit or deny the remaining allegations in paragraph 97. 98. With respect to the third sentence in paragraph 98, Nacchio admits he was

named in a lawsuit commenced by the Attorney General of the State of New York filed on or about October 1, 2002 in the Supreme Court of the State of New York, County of New York, and respectfully refers the Court to the Complaint in that action for the allegations and claims

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therein. Nacchio lacks sufficient knowledge or information to admit or deny the allegations in the fourth sentence of paragraph 98. To the extent the remaining allegations in paragraph 98 are directed at Nacchio, he denies them. To the extent the remaining allegations in paragraph 98 are directed at Defendants other than Nacchio, he lacks sufficient knowledge or information to admit or deny them. 99. To the extent the allegations in paragraph 99 are directed at Nacchio, he

denies them. Nacchio lacks sufficient knowledge or information to admit or deny the remaining allegations in paragraph 99. 100. Nacchio admits that SSB issued reports in which Qwest was discussed.

Those reports speak for themselves, and Nacchio respectfully refers the Court to the full documents for a complete understanding of their contents. Nacchio lacks sufficient knowledge or information to admit or deny the remaining allegations in paragraph 100. 101. Nacchio admits that SSB issued reports in which Qwest was discussed.

Those reports speak for themselves, and Nacchio respectfully refers the Court to the full documents for a complete understanding of their contents. Nacchio lacks sufficient knowledge or information to admit or deny the remaining allegations in paragraph 101. 102. To the extent the allegations in paragraph 102 are directed at Nacchio, he

denies them. Insofar as the allegations in paragraph 102 are directed at Defendants other than Nacchio, he lacks sufficient knowledge or information to admit or deny them. 103. To the extent the allegations in paragraph 103 are directed at Nacchio, he

denies them. Insofar as the allegations in paragraph 103 are directed at Defendants other than Nacchio, he lacks sufficient knowledge or information to admit or deny them.

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104.

To the extent the allegations in paragraph 104 are directed at Nacchio, he

denies them. Insofar as the allegations in paragraph 104 are directed at Defendants other than Nacchio, he lacks sufficient knowledge or information to admit or deny them. 105. The allegations in paragraph 105 are directed at Defendants other than

Nacchio and therefore no response is required. To the extent a response is deemed necessary, Nacchio lacks sufficient knowledge or information to admit or deny the allegations in paragraph 105. 106. The allegations in paragraph 106 are directed at Defendants other than

Nacchio and therefore no response is required. To the extent a response is deemed necessary, Nacchio lacks sufficient knowledge or information to admit or deny the allegations in paragraph 106. 107. The allegations in paragraph 107 are directed at Defendants other than

Nacchio and therefore no response is necessary. To the extent that a response is deemed necessary, Nacchio notes that the Supreme Court recently overturned the Arthur Andersen conviction referenced in paragraph 107, and Nacchio lacks sufficient knowledge or information to admit or deny the remaining allegations in paragraph 107. 108. The allegations in paragraph 108 are directed at Defendants other than

Nacchio and therefore no response is required. To the extent a response is deemed necessary, Nacchio lacks sufficient knowledge or information to admit or deny the allegations in paragraph 108. 109. Nacchio denies the allegations in the first sentence of paragraph 109.

Nacchio lacks sufficient knowledge or information to admit or deny the allegations contained in

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the second sentence of paragraph 109, and respectfully refers the Court to the complete set of GAAP provisions for an understanding of its contents and requirements. 110. To the extent that the allegations in the first sentence of paragraph 110 are

directed at him, Nacchio denies them. Nacchio lacks sufficient knowledge or information to admit or deny the remaining allegations in paragraph 110. 111. To the extent that Plaintiff purports to quote from documents in the

allegations in paragraph 111, Nacchio respectfully refers the Court to the full documents for a complete understanding of their contents. Nacchio lacks sufficient knowledge or information to admit or deny the remaining allegations in paragraph 111. 112. To the extent that Plaintiff purports to characterize the contents of

documents in the allegations in paragraph 112, Nacchio respectfully refers the Court to the full documents for a complete understanding of their contents. Nacchio lacks sufficient knowledge or information to admit or deny the remaining allegations in paragraph 112. 113. Nacchio lacks sufficient knowledge or information to admit or deny the

allegations in paragraph 113, and respectfully refers the Court to the complete set of GAAP provisions for an understanding of its contents and requirements. 114. Paragraph 114 purports to quote from a section of the Code of Federal

Regulations and to describe standards articulated by the American Institute of Certified Public Accountants ("AICPA"). Rule 4-01 of SEC Regulation S-X speaks for itself, and Nacchio respectfully refers the Court to the entire rule for a complete understanding of its contents. The standards promulgated by the AICPA also speak for themselves, and Nacchio respectfully refers the Court to those standards for a complete understanding of their contents. To the extent that an

97073.1

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