Free Brief in Opposition to Motion - 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, 01cv-1616-REB-CBS, 01-cv-1799-REB-CBS, 01-cv-1930-REB-CBS, 01-cv-2083-REBCBS, 02-cv-0333-REB-CBS, 02-cv-0374-REB-CBS, 02-cv-0507-REB-CBS, 02-cv-0658REB-CBS, 02-cv-755-REB-CBS, 02-cv-798-REB-CBS and 04-cv-0238-REB-CBS) In re QWEST COMMUNICATIONS INTERNATIONAL, INC. SECURITIES LITIGATION LEAD PLAINTIFFS' OPPOSITION TO PROPOSED INTERVENOR PLAINTIFF UNITED STATES ATTORNEY'S OFFICE FOR THE DISTRICT OF COLORADO'S MOTION TO INTERVENE FOR THE LIMITED PURPOSE OF SEEKING A STAY OF DISCOVERY

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TABLE OF CONTENTS Page I. II. INTRODUCTION .................................................................................................. 1 ARGUMENT ......................................................................................................... 3 A. The USAO Has Failed to Meet Its Burden so the Stay Must Be Denied ....................................................................................................... 3 1. 2. 3. 4. 5. 6. B. III. Overlap of Issues ............................................................................ 4 Status of the Two Cases ................................................................. 5 Lead Plaintiffs' Interests .................................................................. 6 Defendants' Interests ...................................................................... 6 The Court's Interest......................................................................... 8 The Public's Interest........................................................................ 8

A Blanket Stay of All Discovery Proceedings Is Inappropriate ................... 9

CONCLUSION.................................................................................................... 11

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TABLE OF AUTHORITIES Page Anthony v. City of Phila., No. 00-5905, 2001 U.S. Dist. LEXIS 1176 (E.D. Pa. Feb. 9, 2001)..................................................................................... 3, 9 Arden Way Assocs. v. Boesky, 660 F. Supp. 1494 (S.D.N.Y. 1987).................................................................... 11 Harris v. United States, 933 F. Supp. 972 (D. Idaho 1995) ...................................................................... 11 Horn v. D.C., 210 F.R.D. 13 (D.D.C. 2002) ................................................................................ 3 In re Anicom Inc. Sec. Litig., No. 00 C 4391, 2002 U.S. Dist. LEXIS 21680 (N.D. Ill. Nov. 6, 2002) .......................................................................................... 8 In re CFS-Related Sec. Fraud Litig., 256 F. Supp. 2d 1227 (N.D. Okla. 2003) ..................................................... passim In re Enron Corp. Sec., Derivative & ERISA Litig., MDL No. 1446 (S.D. Tex. Oct. 20, 2004 )........................................................... 11 In re WorldCom, Inc. Sec. Litig., No. 02 Civ. 3288 (DLC), 2004 U.S. Dist. LEXIS 6376 (S.D.N.Y. Apr. 15, 2004).............................................................................. passim Paine, Webber, Jackson & Curtis, Inc. v. Malon S. Andrus, Inc., 486 F. Supp. 1118 (S.D.N.Y. 1980)...................................................................... 7 SEC v. Dresser Indus., Inc., 628 F.2d 1368 (D.D.C. 1980) ............................................................................... 5 SEC v. Mutuals.Com, Inc., No. 3:03-CV-2912-D, 2004 U.S. Dist. LEXIS 13718 (N.D. Tex. July 20, 2004)...................................................................................... 6 Starlight Int'l, Inc. v. Herlihy, No. 97-2329-GTV, 1998 U.S. Dist. LEXIS 13691 (D. Kan. Aug. 4, 1998).......................................................................................... 3 - ii -

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Page United States v. Private Sanitation Indus. Ass'n, 811 F. Supp. 802 (E.D.N.Y. 1992)........................................................................ 5 STATUTES, RULES AND REGULATIONS Federal Rules of Civil Procedure Rule 1 .................................................................................................................. 8

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I.

INTRODUCTION Between May 24, 1999 and February 14, 2002, certain officers and directors of

Qwest Communications International, Inc. ("Qwest" or the "Company") engaged in a massive scheme to inflate the Company's reported revenues and earnings in an effort to pump up the price of Qwest stock. As their fraudulent misrepresentations pushed up Qwest's stock price, Qwest directors and officers reaped billions from illicit insider trading and used inflated Qwest shares as currency to buy U S West. Lead Plaintiffs were the first group to sense the fraud, filing their initial complaint in this case in July 2001, long before the scope, extent, and duration of the massive fraud at Qwest was revealed. Lead Plaintiffs have diligently prosecuted this case for four years. Now, as fact discovery is two months from completion, the United States Attorney's Office ("USAO") has filed a motion seeking a stay of discovery in this case. Four years after this action was filed, memories are fading, and at least one potential witness, David Boast, has passed away. The USAO, joined by Qwest and Arthur Andersen LLP ("Andersen"), seek to exacerbate this situation by staying this case further. This memorandum is filed in opposition to the USAO's motion seeking a stay, as well as Qwest's motion for a protective order.1 The USAO's motion is two-fold. Initially, the USAO asks this Court to stay all discovery until September 30, 2005. Thereafter, the

1

Lead Plaintiffs do not oppose the USAO's intervention for the limited purpose of seeking a stay of civil discovery.

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USAO will apparently seek to stay the depositions of at least 28 witnesses identified in its motion. See USAO Motion at 7-9. The requested stay is unnecessary and overly broad. A blanket stay will once again delay an already lengthy discovery period and impede Lead Plaintiffs' attempt to expeditiously resolve this case. The USAO casts too wide a net when it attempts to stay the deposition of every witness, many of whom it fails to name, until September 30, 2005. The stay motion lists only 28 of the now-remaining 39

depositions as relevant to any criminal investigation. At a minimum, the depositions of the 11 witnesses not mentioned in USAO's motion should proceed. As to the remaining 28 witnesses identified by the USAO in its motion, the USAO has not met its burden to obtain an across-the-board stay. Contrary to the USAO's claims, there is no evidence demonstrating that permitting civil discovery to go forward will result in the premature disclosure of sensitive information that is important to the USAO's criminal investigation. With the exception of defendant Robin Szeliga ("Szeliga"), Grant Graham and Tom Hall,2 the USAO has not identified cooperating witnesses whose depositions in this case could conceivably impair the ongoing investigation. Other than Szeliga, not a single defendant in this case has been identified as a target of the ongoing investigation, and none of the individual defendants or witnesses herein have requested a stay of this case. Further, only one witness has asserted his Fifth Amendment rights in this case to date (with many witnesses already testifying before the SEC), demonstrating that the defendants and

2

Lead Plaintiffs have not noticed the depositions of either Hall or Graham.

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witnesses do not share the USAO's concern that "[w]itnesses will face difficult, and perhaps unnecessary, choices between asserting their fifth amendment rights and testifying in the civil case." USAO Motion at 14. Finally, as detailed herein, even if the Court is inclined to stay certain depositions, less drastic measures than a complete stay or a stay of 28 witnesses are available. II. ARGUMENT A. The USAO Has Failed to Meet Its Burden so the Stay Must Be Denied

It is well settled that "the decision whether to stay the civil proceedings until the conclusion of the criminal litigation is entirely discretionary with the Court." In re CFSRelated Sec. Fraud Litig., 256 F. Supp. 2d 1227, 1236 (N.D. Okla. 2003).3 In addition, the law "`does not require postponement of civil discovery until fear of criminal prosecution is gone.'" Starlight Int'l, Inc. v. Herlihy, No. 97-2329-GTV, 1998 U.S. Dist. LEXIS 13691, at *3-*4 (D. Kan. Aug. 4, 1998). The propriety of a requested stay like this must be made on a case-by-case basis. Horn v. D.C., 210 F.R.D. 13, 15 (D.D.C. 2002). Further, as the party seeking the stay, the USAO must "make out a clear case of hardship or inequity" in support of its motion. Anthony v. City of Phila., No. 00-5905, 2001 U.S. Dist. LEXIS 1176, at *5 (E.D. Pa. Feb. 9, 2001). As discussed infra, the USAO fails to satisfy this burden. Six factors determine whether to grant a stay of discovery in a civil proceeding: "(1) The extent to which issues in the criminal case overlap with those presented in the civil

3

Emphasis is added and citations are omitted here and throughout.

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case; (2) The status of the case, including whether the defendant has been indicted; (3) The private interests of the plaintiff in proceeding expeditiously versus the prejudice to plaintiff caused by the delay; (4) The private interests of, and burden on, the defendant; (5) The interests of the Court; and (6) The public's interest." CSF, 256 F. Supp. 2d at 123637; In re WorldCom, Inc. Sec. Litig., No. 02 Civ. 3288 (DLC), 2004 U.S. Dist. LEXIS 6376, at *17-*18 (S.D.N.Y. Apr. 15, 2004). These factors weigh in Lead Plaintiffs' favor and, therefore, the request for a complete stay of discovery should be denied. 1. Overlap of Issues

Both the civil action and the criminal investigation involve a scheme to sell personal shareholdings at a time when the market was not fully informed of material information. However, an overlap of issues is not dispositive of whether a stay should be granted or denied. It is merely one of many factors the court must consider. See CFS, 256 F. Supp. 2d at 1237 (court found essentially a complete overlap of issues but still denied defendant's stay). Szeliga, Qwest's former CFO, has pled guilty to criminal insider sales in May 2001. Others have pled guilty to charges relating to one transaction with the Arizona School Facilities Board and Qwest. The Fifth Amended Class Action Complaint alleges far more activity, reaching back to 1999 and into 2002. Respectfully, Lead Plaintiffs are without knowledge as to the actual scope of the USAO's investigation, but as the motion to stay reveals, at least 11 of the remaining depositions are not relevant, so the scope of the two cases cannot be co-extensive.

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2.

Status of the Two Cases

This case has been pending for four years. Lead Plaintiffs have completed the vast majority of documentary discovery and taken 34 of their allowed 80 depositions. At one time, before stays of discovery mandated by the motions to dismiss, this case was scheduled for trial on June 7, 2004. In contrast, the USAO has provided little information regarding the status of its ongoing investigation. Of the remaining witnesses in this action, only Szeliga is publicly known to be cooperating with the Government's investigation.4 No other scheduled deponent has been indicted, nor is there any record of their ongoing cooperation, which negates the USAO's concern of disclosure of sensitive information in the criminal investigation. Without an indictment, the need to stay the civil proceedings is weak.5 SEC v. Dresser Indus., Inc., 628 F.2d 1368, 1376 (D.D.C. 1980); United States v. Private Sanitation Indus. Ass'n, 811 F. Supp. 802 (E.D.N.Y. 1992) (noting general rule in that district that pre-indictment requests for stay of civil proceedings are denied). In short, the status of the civil case, in

4

In the Joint Status Report on Depositions Submitted Pursuant to the Court's February 7, 2005 Order, Lead Plaintiffs noted that they will ask for leave to replace seven people currently on the deposition list with the following individuals: Kevin Baird, Susan Cude; Mark Hagood, Don Heckman, Richard Petersen, Kirk Primavera and Lynn Turner. None of these people are known by counsel for Lead Plaintiffs to be cooperating with the USAO investigation. The Government has indicted Marc Weisberg for activities at Qwest which relate to Lead Plaintiffs' case. However, the USAO does not even mention the case in its motion and is apparently unconcerned about discovery that could interfere with that ongoing prosecution. In any case, Lead Plaintiffs in this civil action have already taken his deposition.

5

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comparison to the ongoing investigation, is a factor weighing heavily in Lead Plaintiffs' favor. 3. Lead Plaintiffs' Interests

Lead Plaintiff is entitled to a speedy recovery process which "`is particularly true in the context of complex litigation which must proceed in an efficient manner.'" CFS, 256 F. Supp. 2d at 1239; see also WorldCom, 2004 U.S. Dist. LEXIS 6376, at *20 (plaintiffs have an "interest in bringing this massive and expensive civil litigation to an end as expeditiously as possible"). Lead Plaintiffs will be prejudiced by the delay caused by such a stay and are entitled to obtain discovery while information is still fresh in the witnesses' minds. See SEC v. Mutuals.Com, Inc., No. 3:03-CV-2912-D, 2004 U.S. Dist. LEXIS 13718, at *10 (N.D. Tex. July 20, 2004). This case has been plagued by interminable delays, despite Lead Plaintiffs' best efforts to advance the case. It would be devastating to the class if this case were stayed for months or years as the USAO investigates, and possibly prosecutes, a case against Qwest directors or senior officers. Again, this factor favors Lead Plaintiffs. 4. Defendants' Interests

Andersen and Qwest have asked for a "protective order" with regard to the USAO motion ­ but the facts show that neither of these entities have anything to protect, and that no party would further benefit from a stay. Although defendants would no doubt enjoy another stay of this litigation ­ as class members wait interminably for relief ­ there is no compelling legal reason for defendants to receive a stay. Neither Qwest nor Andersen have been identified as a target of the criminal investigation; and, indeed, with the -6-

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exception of Szeliga, not a single defendant in this case has been charged with a crime or identified as a target of investigation for their roles in the massive fraud at Qwest. The interests of defendants with regard to a stay of civil proceedings pending criminal investigation typically revolve around three issues: adverse inferences, drain on resources, and potential prejudice from publicity. CFS, 256 F. Supp. 2d at 1240-41. Lead Plaintiffs have taken 34 depositions in this case and only one witness has asserted his Fifth Amendment rights (Marc Weisberg). There is simply no reason to believe that defendants, such as Joseph Nacchio, who readily testified before Congress and in an SEC deposition, will not be willing to testify in this litigation.6 Not a single defendant has claimed that he or she will be forced to invoke their Fifth Amendment privilege, if called to testify herein. As such, there is no compelling reason for this Court to stay any discovery or for the USAO to even request such a stay. Further, no defendant has claimed that the simultaneous prosecution of the known civil claims and any potential (but as yet unknown) criminal claims against them would cause them prejudice. With regard to defendant Szeliga, her counsel in the civil action (Bird, Marella, Boxer, Wolpert & Matz, P.C.) also represented her in the criminal case against her. Even where a defendant finds it necessary to engage separate civil and criminal representation, there is no undue drain on resources. CFS, 256 F. Supp. 2d at 1241 (citing Paine, Webber, Jackson & Curtis, Inc. v. Malon S. Andrus, Inc., 486 F. Supp. 1118, 1118-19 (S.D.N.Y. 1980)).

6

The entities Qwest and Andersen have no Fifth Amendment privileges.

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Finally, as to publicity, neither any defendant nor the USAO has made any showing that any prejudice against them would occur from this Court maintaining its prior schedule. This case has the most comprehensive confidentiality order possible, and the parties are experienced in filing information with the Court under seal when it implicates any sensitive subject. Therefore, defendants have demonstrated no interest that needs to be protected by a stay of discovery. 5. The Court's Interest

Complex litigation, such as this case, enhances the Court's interest since the Court has a strong interest in keeping litigation moving to conclusion without unnecessary delay. CFS, 256 F. Supp. 2d at 1241; WorldCom, 2004 U.S. Dist. LEXIS 6376, at *20-*21. This action has been on the Court's docket since July 2001. It is likely that after discovery closes, both Lead Plaintiffs and defendants will file dispositive motions before trial. The fact-finding processes of discovery under the federal rules have been proceeding apace, but a stay would only prolong the pendency of the case and its burden on the Court's docket. Pursuant to Rule 1 of the Federal Rules of Civil Procedure, the most efficient manner to proceed is to allow the depositions to continue. 6. The Public's Interest

The public has an interest in resolving this case, which relates to the alleged fraud of a public company. See In re Anicom Inc. Sec. Litig., No. 00 C 4391, 2002 U.S. Dist. LEXIS 21680 (N.D. Ill. Nov. 6, 2002).

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With one exception, none of the witnesses have been indicted. Another delay would severely prejudice Lead Plaintiffs as all parties are entitled to a speedy end to the litigation, and the Court has a strong interest in an efficient resolution of complex civil litigation. The USAO fails to satisfy its burden for the use of such an "extraordinary measure" as the stay it requests. Anthony, 2001 U.S. Dist. LEXIS 1176, at *5. As noted above, this action was filed in mid-2001 and has been proceeding since that time. The investors in Qwest who bought securities based on the statements the Company has admitted were false have been waiting since then for an adjudication of their claims and potential recovery for the damages they have sustained. During that time, the USAO has not sought to stay the civil action, but has carried on its investigation. Also during that time, Lead Plaintiffs have taken dozens of depositions of key witnesses regarding the subject matter at issue in the criminal indictments. The public, and the class, have an interest in proceeding to the finish line in a timely manner. B. A Blanket Stay of All Discovery Proceedings Is Inappropriate

The USAO has not identified the targets of its criminal investigation or cooperating witnesses, with three exceptions. Moreover, the USAO has no opposition, at a minimum, to Lead Plaintiffs proceeding at this time with the depositions of witnesses and yet the USAO unnecessarily seeks to stay these depositions until September 30, 2005. USAO's Motion at 7-9. These witnesses are: Andrew Glassman, Ken Floyd, Lisa Hackard, OnFiber, Jennifer Black, Matthew Scott, Kym Smiley, Anschutz Company, Cable & Wireless, KPMG, and Russell Noles. These depositions, at a minimum, should go forward without delay.

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There is simply no basis to believe that the remaining 28 witnesses previously scheduled for deposition, are unwilling to testify and no reason to believe that allowing these witnesses to testify will compromise the Government's ongoing investigation.7 Eighteen of the 28 witnesses8 have already testified to the SEC (and did not assert their Fifth Amendment rights) and five9 of the 28 have testified before Congress. Indeed, only Greg Casey has asserted his Fifth Amendment rights and only Szeliga has been indicted. Thus, the threat of the Government's case being jeopardized is severely limited. Indeed, at most, this Court should consider the course taken by the court in WorldCom. The WorldCom court let the vast majority of depositions go forward and did not stay any other form of discovery. 2004 U.S. Dist. LEXIS 6376, at *28. In addition, the Government identified both its cooperating witnesses and the witnesses it was unlikely to call at trial. Id. at *11, *15. The Government also identified those witnesses who were to testify at the criminal trial. Id. at *16-*17. Of the original 29 witnesses who were potential Government witnesses, only seven witness depositions were stayed. Each of those seven

The depositions of 16 witnesses were postponed by the parties at the request of the USAO. Counsel for at least three of these witnesses advised Lead Plaintiffs that their clients intended to testify if their depositions had gone forward. Only one of the remaining deponents has advised Lead Plaintiffs that he planned to assert his Fifth Amendment rights, if deposed. Further, not a single one of these witnesses, other than Szeliga, has advised Lead Plaintiffs that they are cooperating with the Government's investigation.
8

7

Jim Gallegos, Mark Evans, Andrew Matsuyama, Kathleen Kochis, Bryan Treadway, Robert Woodruff, Joseph Nacchio, Robert Hoagland, William Eveleth, Steven Jacobsen, Lew Wilks, Mark Schumacher, Afshin Mohebbi, Lee Wolfe, Joel Arnold, Robin Szeliga, James A. Smith, and Mark Iwan. Joseph Nacchio, Afshin Mohebbi, Greg Casey, Robin Szeliga, and Peter Hellman.

9

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witnesses had entered into a cooperation agreement with the Government. Id. at *18. Here, the USAO has failed to identify any of its cooperating witnesses or even those witnesses it intends to have testify at trial. In the event this Court finds a stay is appropriate, the stay should be limited to those witnesses cooperating with the Government or a handful of key witnesses scheduled to testify in the criminal trials. All document discovery and all other depositions should proceed. The Government's interest "can be protected by measures short of a complete stay of the civil litigation." Harris v. United States, 933 F. Supp. 972, 975 (D. Idaho 1995); In re Enron Corp. Sec., Derivative & ERISA Litig., MDL No. 1446, Order (S.D. Tex. Oct. 20, 2004) (Ex. A); CFS, 256 F. Supp. 2d at 1236 ("A general stay is just one of several procedures available."); Arden Way Assocs. v. Boesky, 660 F. Supp. 1494, 1500 (S.D.N.Y. 1987) ("There are adequate and less intrusive means available to accommodate the varied interests in the course of this litigation."). III. CONCLUSION For the foregoing reasons, Lead Plaintiffs respectfully request that this Court deny the USAO's motion for a stay of all civil discovery. In the alternative, this Court should

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grant a partial stay only as to those witnesses identified in good faith by the USAO as cooperating witnesses or key witnesses that it expects to call at trial. DATED: August 16, 2005 Respectfully submitted, LERACH COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLP MICHAEL J. DOWD SPENCER A. BURKHOLZ THOMAS E. EGLER SCOTT H. SAHAM X. JAY ALVAREZ TRIG R. SMITH TED MINAHAN ANDREA N. SALOW

/s/ THOMAS E. EGLER THOMAS E. EGLER 401 B Street, Suite 1600 San Diego, CA 92101 Telephone: 619/231-1058 LERACH COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLP MICHELLE M. McCARRON 9601 Wilshire Blvd., Suite 510 Los Angeles, CA 90210 Telephone: 310/859-3100 310/278-2148 (fax) Lead Counsel for Plaintiffs DYER & SHUMAN, LLP ROBERT J. DYER III KIP B. SHUMAN JEFFREY A. BERENS 801 East 17th Avenue Denver, CO 80218-1417 Telephone: 303/861-3003 Liaison Counsel
S:\CasesSD\Qwest\BRF00023584.doc

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DECLARATION OF SERVICE BY MAIL I, the undersigned, declare: 1. That declarant is and was, at all times herein mentioned, a citizen of the

United States and a resident of the County of San Diego, over the age of 18 years, and not a party to or interested party in the within action; that declarant's business address is 401 B Street, Suite 1600, San Diego, California 92101. 2. That on August 16, 2005, declarant served the LEAD PLAINTIFFS' TO PROPOSED INTERVENOR PLAINTIFF UNITED STATES

OPPOSITION

ATTORNEY'S OFFICE FOR THE DISTRICT OF COLORADO'S MOTION TO INTERVENE FOR THE LIMITED PURPOSE OF SEEKING A STAY OF DISCOVERY by depositing a true copy thereof in a United States mailbox at San Diego, California in a sealed envelope with postage thereon fully prepaid and addressed to the parties listed on the attached Service List. 3. That there is a regular communication by mail between the place of mailing

and the places so addressed. I declare under penalty of perjury that the foregoing is true and correct. Executed this 16th day of August, 2005, at San Diego, California. /s/ KATHLEEN R. JONES KATHLEEN R. JONES

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QWEST (LEAD) Service List - 8/12/2005 Page 1 of 4 Defendant(s) Scott B. Schreiber John A. Freeman Kwame Clement Arnold & Porter 555 Twelfth Street, N.W. Washington, DC 20004 202/942-5000 202/942-5999(Fax)

(201-067)

Timothy Atkeson Joshua D. Franklin Arnold & Porter LLP 370 Seventeenth Street, Suite 4500 Denver, CO 80202-1370 303/863-1000 303/832-0428(Fax)

Mark T. Drooks Thomas V. Reichert Bird, Marella, Boxer & Wolpert, P.C. 1875 Century Park East, 23rd Floor Los Angeles, CA 90067-2561 310/201-2100 310/201-2110(Fax) Alfred Levitt Jonathan D. Schiller David Boyd Boies, Schiller & Flexner, LLP 5301 Wisconsin Avenue, N.W., Suite 800 Washington, DC 20015-2015 202/237-2727 202/237-6131(Fax) David Meister James Miller David Cook Clifford Chance US LLP 31 West 52nd Street New York, NY 10019 212/878-8000 212/878-8375(Fax)

David Boies Boies, Schiller & Flexner, LLP 333 Main Street Armonk, NY 10504 914/749-8200 914/749-8300(Fax)

David W. Shapiro John F. Cove, Jr. Boies, Schiller & Flexner, LLP 1999 Harrison Street Oakland, CA 94612 510/874-1005 510/874-1460(Fax)

James E. Nesland Paul H. Schwartz Jeff Smith Cooley Godward, LLP 380 Interlocken Crescent, Suite 900 Broomfield, CO 80021-8023 720/566-4000 720/566-4099(Fax)

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QWEST (LEAD) Service List - 8/12/2005 Page 2 of 4

(201-067)

Holly Stein Sollod Jennifer H. Weddle Holland & Hart 555 Seventeenth Street, Suite 3200 Denver, CO 80202 303/295-8000 303/295-8261(Fax) Mark C. Hansen Rebecca Beynon David Schwarz Kellogg, Huber, Hansen, Todd, Evans & Figel, P.L.L.C. 1615 M Street, N.W., Suite 400 Washington, DC 20036 202/326-7900 202/326-7999(Fax) Barbara Moses Haley Fabricant Morovillo, Abramowitz, Grand, Iason & Silberberg 565 Fifth Avenue New York, NY 10017 212/856-9600 212/856-9494(Fax)

Bruce F. Black Michael J. Hofmann Holme Roberts & Owen LLP 1700 Lincoln Street, Suite 4100 Denver, CO 80203 303/861-7000 303/866-0200(Fax) Walter W. Garnsey, Jr. Kelly Haglund Garnsey & Kahn LLC 1441 Eighteenth Street, Suite 300 Denver, CO 80202-1255 303/296-9412 303/293-8705(Fax)

Eric S. Goldstein Roberta A. Kaplan Marguertie S. Dougherty Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019-6064 212/373-3000 212/757-3990(Fax) Frederick J. Baumann James M. Lyons Rothgerber Johnson & Lyons LLP 1200 17th Street, Suite 3000 Denver, CO 80202-5839 303/623-9000 303/623-9222(Fax)

Robert N. Miller Stephanie E. Dunn Perkins Coie LLP 1899 Wynkoop Street, Suite 700 Denver, CO 80202 303/291-2300 303/291-2400(Fax)

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QWEST (LEAD) Service List - 8/12/2005 Page 3 of 4

(201-067)

Terence C. Gill Marcy M. Heronimus Sherman & Howard L.L.C. 633 Seventeenth Street, Suite 3000 Denver, CO 80202 303/297-2900 303/298-0940(Fax)

Neil Peck James D. Kilroy Snell & Wilmer, LLP One Tabor Center, SUite 1900 1200 Seventeenth Street Denver, CO 80202 303/634-2000 303/634-2020(Fax)

Charles A. Stillman Diana Nehro Stillman & Friedman, P.C. 425 Park Avenue New York, NY 10022 212/223-0200 212/223-1942(Fax) Plaintiff(s) Robert J. Dyer III Kip B. Shuman Jeffrey A. Berens Dyer & Shuman, LLP 801 East 17th Avenue Denver, CO 80218-1417 303/861-3003 303/830-6920(Fax) William S. Lerach Spencer A. Burkholz Thomas E. Egler Lerach Coughlin Stoia Geller Rudman & Robbins LLP 401 B Street, Suite 1600 San Diego, CA 92101-4297 619/231-1058 619/231-7423(Fax) Joe R. Whatley, Jr. Whatley Drake, LLC 2323 Second Ave., North Birmingham, AL 35203 205/328-9576 205/328-9669(Fax)

Michelle M. McCarron Lerach Coughlin Stoia Geller Rudman & Robbins LLP 9601 Wilshire Blvd., Suite 510 Los Angeles, CA 90210 310/859-3100 310/278-2148(Fax)

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QWEST (LEAD) Service List - 8/12/2005 Page 4 of 4

(201-067)

Plaintiff Stichting Pensioenfonds Counsel Jay W. Eisenhofer Geoffrey C. Jarvis Michael J. Barry Grant & Eisenhofer, P.A. 1201 North Market Street, Suite 2100 Wilmington, DE 19801 302/622-7000 302/622-7100(Fax) Clyde A. Faatz Christopher J.W. Forrest Hamilton and Faatz, A P.C. 1600 Broadway, Suite 500 Denver, CO 80202-4905 303/830-0500 303/860-7855(Fax)