Free Response in Opposition to Motion - District Court of Arizona - Arizona

1 BEUS GILBERT PLLC
ATTORNEYS xr 1.Aw
2 4800 NORTH SCOTTSDALE ROAD
SUITE 6000
3 SCOTTSDALE, ARIZONA 85251
‘ TELEPHONE (480) 429-3000
4
Leo R Beus/002687 —[email protected]
5 Scot C. Stirling/005757 — ssti1‘1it1g(Q))beusg;'1bert.c0m
Steven E. Weinberger/015349 — sweinberger@ beusgilberteom
6
Attorneys for Individual P1aintiH`s and Trustee
7
STEVE BROWN & ASSOCIATES, up
8 1440 EAST MISSOURI, STE. 185
PHOENDI, ARIZONA 85014-2412
. 9 TELEPHONE (602) 264-9224
10 Steven J. Brown/010792
C0-Counsel for Trustee
1 1
UNITED STATES DISTRICT COURT
12
DISTRICT OF ARIZONA
13
DIANE MANN, as Trustee for the Estate of LeapS0u1·ce,
14 me., c1—1R1sT1NE v. 1<11z1<, et a1.,
15 P1ajn Case N0.: CIV-02-2099-PHX-RCB
16 VS- AFF IDAVIT OF
GTc11 GOLDER RAUNER, 1..1..0.; em., THOMAS F- GILMAN
17
Defendants.
18
19
NHCHAEL MAKINGS,
20 _
Counterclaimant,
21 '
VS.
22
23 LEAPSOURCE, INC., et al.,
24 Counterdefendants. ·
‘ 25 .
ase 2:02-cv-02099-RCB Document 433-2 Filed O7/11/2006 Page 1 014

1 Thomas F. Gilman, one of the Plaintiffs under penalty of perjury, deposes and says:
2 1. Since my deposition was last taken on December 5, 2005, I was hired by
, 3 Cerberus Capital Managementl to assist their management team in their acquisition of a
4 . . . . .
majority (51%) stake m General Motors Acceptance Corporation ("GMAC”). This
5
transaction was publicly announced in April 2006, and was valued at $14 billion dollars.
6
7 Among my roles in this transaction was to assist in the valuation of GMAC’s
8 automotive Enancing business including adjustments to the book value of the company,
9 and to formulate operating agreements between the "new" GMAC and General Motors.
10 2. Since I began working as a consultant on the GMAC acquisition, I have also
11 been requested by Cerberus to assist them with the valuation of several additional
12 companies, and to assess other debt transactions they are studying. The names of these
13 companies remain confidential.
14 . . .
3. Several other companies have hired me to evaluate their assessment, analyses
15
and valuations of several automotive related businesses. I am subject to confidentiality
16
7 agreements with regard to these transactions and am not at liberty to disclose the names of
1
18 the parties involved. I can disclose, however, that the transactions include franchises for
19 Cadillac, Hummer, Chrysler-Jeep, Dodge and Harley-Davidson.
4. After obtaining my bachelors degree in finance from Villanova University in
20 _
21 1973, I spent the next 27 years with Chrysler. At Chrysler, I began my finance career in
22
23 1
Cerberus Capital Management, L.P. is one of the world's leading private investment iirms. Cerberus specializes in
24 providing both financial resources and operational expertise to help transform undervalued companies into industry
leaders for long·tcrm success and value creation Cerberus currently has significant investments in more than 40
companies arotmd the world In aggregate, their portfolio companies currently generate approximately $45 billion in
25 armual revenues. `
Case 2:02-cv-02099-RCB Document 433-2 Filed O7/11/2006 Page 2 of 4

1 manufacturing operations at the divisional and plant levels, including 3 years at Chrysler de
2 Mexico. My experience at Chrysler also included participation in the Chrysler Loan
. 3 Guarantee efforts, the acquisition by Chrysler of American Motors (Jeep) and the creation of
4 the 1990 Billion Dollar Cost Reduction Program. From 1990 to 1994, I was responsible for
5 Chrysler Corporation's credit operations, extending financial assistance to automotive retail
j dealers and distributors worldwide. In late 1994 to mid-1995, I was Director of Finance for
8 Chrysler's Asia-Paciic region. In 1995, Iled the iinance organization at Chrysler Financial
9 Company, L.L.C. where I became chief financial ofiicer of the captive finance company. In
10 1998, I was selected as a member of the Daimler-Benz/Chrysler Corporation Merger
11 Integration Team and appointed as a member of the Financial Services Committee of
12 DaimlerChrysler Services, AG, positions that I held until June 2000.
13 5. Between the time I was hired as a consultant for LeapSource in July 2000 and
14 my resignation as the interim CFO on February 27, 2001 it was my job to learn as much
15 about LeapSource as possible in a short period of time. My initial role was to assist the
1; company in the preparation of a financial model and presentation that was to be used to hire
18 an underwriter to be involved in either an IPO or additional mezzanine Hnancing for the
19 company. I worked closely with the CFO Joe Biehl, the CEO Christine Kirk, and other
20 ·managers of the company to gain an understanding of important facets of the company
21 because I wanted their input for the assumptions that were going to form the basis of the
22 LeapSource 5-year plan that I was involved in creating.
23 6. When Joe Biehl left the company in approximately October 2000 I was asked
24 by Christine Kirk and GTCR to become the CFO of LeapSource. I declined this offer but
25 Case 2:02-cv-02099-RCB Document 433-2 Filed O7/11/2006 Page 3 ofA4

1 agreed to act as the interim CFO until a permanent replacement had been found. While Tina
2 Rhodes, the controller of LeapSource, handled the daily tracking of revenue and expenses, I
_ 3 continued in my role in locating a buyer or mezzanine investor for the company. This
4 required that I be knowledgeable of the company’s financial records and circumstances in
5 order to portray that infomation to a prospective underwriter, investor, or acquirer.
E 7. From October 2000 until March 2001 I kept myself immersed in the
8 LeapSource organization, from attending as many meetings as I could to spending time with
9 department heads such as Mike Makings, Matt Appel, Julie McCollum, Bobby Scott, etc. I
10 also stayed apprised as to the financial status of the company through regular conversations
11 with Tina Rhodes and Christine Kirk. I would regularly review the monthly LeapPal<
12 Hnancials; I would also receive more current Enancial information Hom Tina as needed for
13 upcoming presentations so that I would know the company’s most current financial position.
14 8. While my role as the interim CFO of LeapSource was unique, between January
15 and March, 2001, in addition to my responsibilities with regard to the potential sale or
1; investment into LeapSource, I was fully involved with GTCR representatives in evaluating
18 the cash requirements of the business in a similar manner to that of a permanent CFO. As
19 the former CFO of Chrysler Financial, I am familiar with the basic duties and responsibilities
20 of a Chief Financial Officer. Dming this time Bame those basic duties and responsibilities
21 would have been frmdamentally the same, whether for a small company like LeapSource or a
22 large company like Chrysler Financial. { . »
23 / / .--” I ,.
24 . ‘ rf i M T
25 DATED this L_ day of July 2006. - {·.
Case 2:02-cv-02099-RCB Document 433-2 Filed gy. . é4q··{·`§•3tl!¥g::. i ;_ ‘`` -· .
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