Free Certificate of Compliance - District Court of Colorado - Colorado

Case 1:01-cv-01451-REB-KLM

Document 752

Filed 07/22/2005

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO Case No. 01-RB-1451 (CBS) (Consolidated With Civil Action Nos. 01-RB-1472, 01-RB-1527, 01-RB-1616, 01-RB-1799, 01RB-1930, 01-RB-2083, 02-RB-333, 02-RB-374, 02-D-507, 02-RB-658, 02-RB-755, 02-RB-798, 04-RB-238) In Re QWEST COMMUNICATIONS INTERNATIONAL, INC. SECURITIES LITIGATION DEFENDANT ROBERT S. WOODRUFF'S SUPPLEMENTAL RULE 26(A)(1) DISCLOSURES Pursuant to the agreements of the parties, and as guided by the Court's Order of April 19, 2005 pertaining to other defendants and pursuant to Federal Rule of Civil Procedure 26(a)(1)(B), Defendant Robert S. Woodruff makes the following supplemental disclosure: As stated in the March 8, 2005 letter from counsel for Mr. Woodruff to counsel for Lead Plaintiffs, it is Mr. Woodruff's present intent to defend against Lead Plaintiffs' claims in part by demonstrating his good faith and lack of scienter based upon his knowledge of and reliance upon Qwest's procedures, practices and governance processes that included participation of Qwest's in-house and outside counsel and other professionals. Based on the information reasonably available to him as of the date of these disclosures, Mr. Woodruff does not intend to support these defenses with evidence Qwest has withheld on grounds of attorney-client privilege or attorney work product. Mr. Woodruff may support his defenses with evidence that becomes available if and to the extent Qwest waives its attorneyclient privilege and/or the Court determines that Qwest's actions have resulted in a waiver of the privilege. Mr. Woodruff also may support these defenses with evidence to the extent that additional information becomes reasonably available to him in the future. Mr. Woodruff

reserves the right to amend or further supplement this disclosure based on the availability of additional information or upon resolution of discovery motions currently pending. Mr. Woodruff

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Case 1:01-cv-01451-REB-KLM

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notes that because Qwest has withheld a substantial number of documents from production on the basis of attorney-client and work product privileges, he has not had access to all of these materials. Subject to the foregoing, and based on information reasonably available to Mr. Woodruff to date, and pursuant to Fed. R. Civ. P. 26(a)(1)(B), Mr. Woodruff sets forth the following categories of documents that he may use, if such documents exist, to support his advice of counsel defense: 1. Documents reflecting work performed by outside counsel with respect to whether Qwest's IRU contracts provided for title transfer at the end of the IRU term and whether such title lawfully could be transferred. 2. Documents reflecting work performed by outside counsel with respect to analysis of IRU transactions. 3. Documents reflecting work performed by in-house counsel with respect to the investigation of various IRU transactions. 4. Documents reflecting an internal analysis of the materiality of certain IRU transactions. 5. Documents reflecting the procedures supposed to be followed with respect to preparation of Qwest's public filings and disclosures. 6. Documents concerning policies, procedures, programs and plans with respect to trading in Qwest securities. 7. Documents concerning the process or procedures with respect to preparation of and input for Qwest's public filings and disclosures and public statements and representations of management with respect to Qwest financial matters.

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NYB 1505386.2

Case 1:01-cv-01451-REB-KLM

Document 752

Filed 07/22/2005

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8.

Materials presented to the Board of Directors concerning Qwest's finances, regulatory filings and business performance.

9.

The categories of documents set forth in: (a) Defendant Drake S. Tempest's Supplemental Rule 26(a)(1) Disclosures dated May 19, 2005; (b) Defendants Philip F. Anschutz and Craig D. Slater's Second Supplemental Rule 26(a)(1) Disclosures dated May 19, 2005; and (c) Defendant Joseph P. Nacchio's Supplemental Rule 26(a)(1)(B) Disclosure dated July 15, 2005.

In addition, in the event the Court permits Plaintiffs to introduce evidence concerning Qwest's accounting restatement despite the uncontested fact that such restatement occurred months after the alleged class period, Mr. Woodruff may use documents reflecting the circumstances that led to the restatement. Dated: July 18, 2005 By: /s/ James Miller___ David Meister James Miller David L. Cook CLIFFORD CHANCE US 31 W. 52nd Street New York, NY 10019 Telephone: (212) 878-8000 Facsimile: (212) 878-8375 Attorneys for Defendant Robert S. Woodruff

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