Free Motion for Miscellaneous Relief - District Court of Colorado - Colorado

Case 1:04-cv-01225-MSK-BNB

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Malik M. Hasan, M.D., et al. v. Goldman Sachs 1998 Exchange Place Fund, LP, et al.

EXHIBIT N T EN ME D F N A T ' TO F RP E L SO A D H A D E E D N S MO I N O R C U I N N OTHER RELIEF RAYMOND DELUCA DEPOSITION EXCERPTS

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UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------- X MALIK M. HASAN, M.D., an individual;) and SEEME G. HASAN, an individual,

Plaintiffs, -vs GOLDMAN SACKS 1998 EXCHANGE PLACE FUND, L.P., a Delaware limited partnership; GOLDMAN SACHS 1999 EXCHANGE PLACE FUND, L.P., a Delaware limited partnership; GOLDMAN SACKS MANAGEMENT PARTNERS, L.P., a Delaware limited partnership; THE GOLDMAN SACKS GROUP, INC., a Delaware corporation; GOLDMAN SACKS & CO., a New York limited partnership; JOHN DOES 1-100, individual persons whose true identities are unknown; and LENDER PARTIES 1-100, business entities whose true identities are unknown.

) )
)NO. 04-MK-1225 (BNB) ) (Consolidated with 04-MK-1226 (BNB)

Defendants. -------------------------------------- x JUNE 10, 2005 10:20 A.M. Deposition of RAYMOND DeLUCA held at One Liberty Plaza, New York, New York, pursuant to Notice, before Hope Menaker, a Shorthand Reporter and Notary Public of the State of New York.

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I APPEARANCES 2 3 CLEARY GOTITLIEB STEEN & HAMILTON 4 Attorneys for the Plaintiff One Liberty Plaza 5 New York, New York 6 7 BY: NANCY RUSKIN, ESQ. AND STEPHEN THOMAS KAISER, ESQ. 8 9 10 SENN VISCIANO KIRSHENBAUM MERRICK, PC 11 Attorneys for the Plaintiff 1801 California Street 12 Denver, Colorado 80202-2604 13 14 BY: GLENN W. MERRICK, ESQ. 15 16 17 FEATHER.STONE DeSISTO LLP 18 Attorneys for the Unnamed (GS) Defendant 19 and Raymond DeLuca 20 600 17th Street 21 Denver, Colorado 80202 22 BY: BRUCE A. FEATHERSTONIE, ESQ. 23 24 25
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RAYMOND DELUCA,calledasa witness, having been duly sworn on JUNE 10, 2005, by a Notary Public, was examined and testified as follows: Raymond DeLuca 119 Lake Street Islip, New York 11 751 EXAMINATION BY MR. MERRICK: Q. Mr. DeLuca, would you please state your name and spell your last name. A. My fuill name is Raymond DeLuca. My last name is spelled D-E-L-U-C-A. Q. What is your business address and telephone number, sir? A. My present business address is 75 Ninth Avenue, New York, New York 1001I1. The phone number is (212)414-7300. Q. What business is located at that address? A. The business located at that address is a company right now called St. Yves Financial. Q. What position do you hold with St. Yves Financial? A. The position I held at St. Yves is Vice
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IT IS HEREBY STIPULATED ANT) AGREED by and among the attorneys for the respective parties herein that filing, sealing and certification be, and the same hereby are, waived. IT IS FURTHER STIPULATED AND AGREED that all objections, except as to the form of the question shall be reserved to the time of trial. IT IS FURTHER STIPULATED ANT) AGREED that the within deposition may be signed and sworn to before any officer authorized to administer oaths with the same force and effect as if signed and sworn to before the court.

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President of Operations. Q. How long have you been Vice President of Operations at St. Yves Financial? A. Four and a half years. Q. You indicated that the business is now called St. Yves Financial. Was it called something else earlier? A. Previous name of St. Yves Financial was called St. Yves Burrups B-U-R-R-U-P-S. The previous name of St. Yves Burrups was Burrups. I do want to state one thing, that the company that produced the printed books for Goldman has nothing to do with St. Yves Financial. I work for St. Yves Financial right now. St. Yves Financial bought the assets of Global Financial Press out of Bankruptcy Court. Q. Did you ever work for Global Financial Press? A. Yes, I did. Q. When did you work for Global Financial Press? A. From 1992 until September 25, 2000, the day they went bankrupt. Q. What position did you hold with Global Financial Press? 2 (Pages 2 to 5)

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A.

Vice President of Operations.

Q. We'll get back to that.
What is your home address and telephone number, sir? A. My home address is119 Lake Street, Islip, New York I1175 1. My home phone number is (631)277-9496. Q. Have you ever had your deposition taken before, Mr. DeLuca? A. Yes, Ihave. Q. On how many occasions? A. Once. Q. What was the circumstance? A. Circumstances was an accident while I was on vacation. A dog allegedly was -- got out of my property and bit a young child. Q. How long ago was that? A. That was in the '80s -- the late '80s. Q. Do you generally understand deposition procedure? A. Yes, I do. Q. Do you understand that during the course of this examination, I will be asking you questions and our court reporter is taking down verbatim in her stenographic notes my questions.
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or rephrase the question? A. Yes, I will. Q. Will you be very certain that you understand the question before answering it? A. Yes, I will. Q. If at any point in time you'd like to take a break to stretch your legs or use the facilities or for any purpose, will you let me know and I'll be more than happy to accommodate you? A. Yes, I will. Q. This is not an endurance test. All right? A. All right. Q. Similarly, are you represented by counsel today? A. No, I'm not. Q. If you want to take a break to call your counsel or to confer with your counsel, if you'll let me know that, I'll be more than happy to accommodate that as well. A. Okay. I'm here on my own free will to give my statement. Q. Are you operating today under the influence of any medications or other substances that might impair your ability to either understand
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A.

Yes, I do.

Q. Do you similarly understand the court
reporter is taking down your answers verbatim in her stenographic notes? A. Yes, I do. Q. Do you understand, from the court reporter's stenographic notes, a transcnipt will be prepared which will be made available to you for you to review and to correct to the extent that you believe necessary, to make sure your answers are truthful and accurate? A. Yes, I do. Q. Do you understand that you're answering the questions today under oath, under the penalty of perjury? A. Yes, I do. Q. It very important that you answer those questions truthfully and completely. Do you understand that? A. Yes, I do. Q. If at any point in time I ask you a question which you don't understand or perhaps it is vague, perhaps it's ambiguous, perhaps it's nonsensical or perhaps you just missed it, will you be sure to alert me to that fact so I can restate

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my questions or to answer them fully and truthfully? A. No. Q. Are you operating today under any disabilities or handicaps, be they physical, emotional, psychological which might impair or impede your ability, either to understand my questions or answer them truthfully and completely? A. No. Q. Can you give us briefly, Mr. DeLuca, your employment background -- strike that. A. Sure. Q. Your educational background first. A. My educational background is I finished high school. Q. When was that, sir? A. That was in 1969. Q. Can you trace for us just briefly your employment or business background since leaving high school? A. Right after leaving high school I went to work for a company called Charles B. Young Company which was a financial printing company here in New York. I worked for that company for approximately 21 years until they went bankrupt. I 3 (Pages 6 to 9)

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rose through the ranks of starting at the bottom, went up to be Production Manager, went up to be Vice President of the company. From there, after they went bankrupt, I went and worked at a company called Corporate Pninting Company; that's another financial printing company. I worked there for a year and a half. And from there -Q. What position did you hold with that second company? A. I was a Senior Customer Service Representative at that company. From there I went to work at a startup company which was called Global Financial Press. I was there at the beginning. They were opened up a couple of months. I went there and from there we grew the business into about a $50 million company at the time. I was instrumental in hiring probably 90 percent of all the employees at Global Financial Press and growing the company. Q. That company started in 1992? A. I think that company started in 1991, couple of months before -Q. Before you joined them? A. Right. The owners of the company were
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Q. Do you know when those assets were purchased? A. I think it was the same date, September 25th. That's when everything - that's when I know that the St. Yves people came into the office and said that they owned the company. They own it. Q. Do you know when Global Financial Press filed for relief under the United States Bankruptcy Code? A. It was in the sumnmer of 2000. Q. Do you know whether Global Financial Press continued to operate and do business following its filing for bankruptcy relief? A. Yes, they did. Q. That was a Chapter I11, then it was a Chapter I1? A. Okay. Q. Do you know whether the filing was a voluntary or involuntary filing? A. No, I don't. Q. Do you know how long after the filing occurred, the folks from St. Yves came in and announced that they had purchased the assets? A. You know, I really don't know the time schedule with that. I know -- I can state that I
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in the financial printing business. They owned previous companies and also they were salespeople, so it was easy for them to start a startup company. Q. Had you known those folks from earlier companies? A. I knew couple of people who were -- who was with the organization; not the owners at the time. I knew of them. Q. Global Financial Press grew from a nascent beginning to, I think you said something like a $50 million? A. $50 million company. Q. When did that company close its doors? A. September 25, 2000. Q. When it filed for relief under the United States Bankruptcy Code? A. Yes. Q. Was that a Chapter 7 or Chapter I11 proceeding, do you know? A. I'm not sure, sir. Q. I take it that St. Yves or its predecessor purchased the assets of Global Financial Press out of the bankruptcy proceedings of Global Financial Press? A. Yes.

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know they were in Bankruptcy Court, you know, in July and August. I know that September 25th was the date that St. Yves came in on prerruses at 75 Ninth Avenue. Q. Did you continue to work for Global Financial Press following its filing for relief under the Bankruptcy Code? A. Yes, I did. Q. What position did you hold with Global Financial Press in the 1998 to summer of 2000 time frame? A. Vice President of Operations. Q. What were your duties as Vice President of Operations for Global Financial Press in that time fr-ame? A. My duties were to oversee the whole operation, the New York operation of Global Financial Press and that the umbrella for that was typesetting, printing, distribution, involvement with the sales force. Q. How many people reported to you as Vice President of Operations in that time frame? A. Somewhere in the area of 90 people. Q. How many customers or clients were you serving as Vice President of Operations in that
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time fr-ame? A. Hundreds, I would say. I mean, you have large customers, you have small customers that send in very small deals, compliance work, 10-Qs or special filings. Q. Was Goldman Sachs and Co. a customer of Global Financial Press at that time frame? A. Yes, they were. Q. Was it a significant client of the business? A. Global -- Global Financial Press and Goldman Sachs? Goldman Sachs was a very important client to us. I mean, they are a very prestigious company here on Wall Street. They do a lot of deals. The salesperson on the Goldman deal was also the owner of Global Financial Press, not that we didn't look over every deal that we were doing, but because of his influence of being the owner, we watched that very, very carefully. Q. How many deals did you do for Goldman Sachs? That is -- that was poorly phrased. Let me try again. How many jobs -- print jobs did you do for Goldman Sachis in the 1998 to sumnmer of 2000
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books is that fair? A. No. I've seen. Q. How did you know this was a private placement deal involving books? A. Well, when I met with Bruce and Nancy, it was explained to me. Q. So you met with Mr. Bruce Featherstone and Ms. Nancy Ruskin? A. Sure. Q. When did you meet with them? A. A week ago. Q. Where did you meet with them? A. In this building. Q. In the offices of Cleary Gottlieb Steen and Hamilton, LLP? A. Yes. Q. Did they invite you down to chat? A. Yes. Q. And did they tell you there was a lawsuit pending in Denver? A. Yes. Q. And it involved some printing and binding and publication of booklets -A. Yes. Q. -- for private placement deal?
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time f-rame? A. I couldn't honestly answer that, sir, because Goldman Sachs could have been part of an underwriting group that maybe wasn't the lead underwriter on the deals that we were working. Q. How many deals did you do for Goldman Sachs where it was a Goldman Sachs deal that you knew about? A. I would say that we did -- on this particular type of work, I would say we did about three to four type deals, private placement deals. Q. When you say this type work, what are you referring to? A. Private placement type deals. Q. How do you know this is a private placement type deal? A. I have seen some books. Q. What did you do to prepare for your deposition today? A. Really nothing, just, you know, came down here -- you know. Q. You said you saw some books. You print lots of books I assume? A. Sure. Q. So you have been looking at specific

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A.

Yes.

Q. And that the parties involved included
Goldman Sachs? A. Yes. Q. Is Goldman Sachs a customer of your current employer? A. I would think so, yes. Q. Is it an important customer? A. Yes, every client is an important. Q. Well, is this one a particularly important client? A. I would say every client is important. Q. Remember just telling me alittle while ago, under oath, Goldman Sachs is a very prestigious investment banking firm? A. Yes, they are. Q. Is that regarded as one of your most important clients? A. Goldman Sachs is an important client, yes, they are. I would say that any major underwriter is an important client. Q. How long did you meet with Mr. Featherstone and Ms. Ruskin? A. Probably about 35 minutes. Q. What the did they tell you? 5 (Pages 14 to 17)

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A. It could if you had a form, which you would say imposition 1, you would say Table of Contents, imposition 2 blank, imposition 31, imposition 42, so forth. So, in looking at this, I could just tell this folio is 1, all the way up. "Folio" is a page number in printing terms, 1 all the way up to 53. This counts as Page 54 and then I got two pages here, so I know it's a 56 pager.

Q. Now, iflIget -MR. FEATHERSTONE: Let the record reflect the witness is pointing to Exhibit 1 lA. MR. MERRICK: I think the record did reflect he had 1IA in his hands. MR. FEATHERSTONE: It certainly does now between the two of us. Q. If Global Financial Press had been responsible for producing Exhibit 11 do you know IA, whether Global Financial Press was the only printer who was producing Subscription Booklets for the 1999 Exchange Fund LP? A. That's Exhibit A? Q. Yes, I hA. A. Excuse me, 1I A. Would I know? Yes. If
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was the Goldman Sachs deal." I wouldn't go to the extent of saying Goldman Sachs 1999 Exchange Fund LP, but I do recall this paper that, you know, we ordered and we printed this book. Q. Do you recall that deal that's referred to in Exhibit 1l A? A. I recall printing a book for Goldman on this type of paper, this cover and definitely the text inside because they like to use that type of paper on most of their deals. MR. FEATHERSTONE: The witness has got it directly in front of him and is putting his fingers on the cover and inside pages of Exhibit I1A. Q. My question was; do you remember that specific deal, sir? Do you have specific recall? A. I remember this specific deal in stating that I don't -- I remember we printed a book with this cover. We pninted the book with this text. We printed a Goldman Sachs deal. I can't say that it was exactly the 1999 exchange deal. Q. Let me hand you what's been marked as Exhibit 1OA. Do you know whether Global Financial Press did that deal? A. I don't recall doing this deal, no.
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we're doing this account we would do the whole account entirely. Q. Do you know whether other printers were being used as well? A. No. Q. Do you know whether or not Global Financial Press did a run of Subscription Booklets for the 1999 Exchange Fund, such as that contained in Exhibit 11 A before you? A. The question was -- just to make sure -that you want to know if Global Financial Press did for Goldman Sachs 1999 Exchange Fund, a Subscription Booklet?

Q. Yes, sir?
A. Yes, sir we did.

Q. How do you know that?
A. I know that -- that -- Iknow we did a lot of work for Goldman at the time. I know that I have seen an invoice on it. Q. Other than looking at the invoice, do you have personal knowledge of that particular Subscription Booklet? A. I recall -- I can't honestly say that I recall the exact name of the deal, because we had a deal in, I would call it Goldman Sachs deal: "That

Q. Do you know whether you did10A orl1IA? 1 MR. FEATHERSTONE: Well -- objection. 2 3 Repetitive. Q. You can answer. 4 A. I don't recall doing this Greene Street 5 6 one which is 1 A. MR. FEATHERSTONE: Yes. 7 MR. MERRICK: Counsel, limit your 8 objections to form. It's getting beyond 9 10 where you should be, Bruce. MR. FEATHERSTONE: No, in that case he 11 12 said 1OA with an inflection of a yes. You 13 nodded your head and didn't respond to him so it didn't get caught on the record. 14 MR. MERRICK: Bruce, I'm not going to 15 permit it today. I'm not going to permit it 16 17 today. MR. FEATHERSTONE: Well, then you act 18 19 professionally. 20 MR. MERRICK: Are you through? 21 MR. FEATHERSTONE: Perhaps. MR. MERRICK: Please confine yourself to 22 appropriate conduct in the deposition. 23 MR. FEATHERSTONE: I can put on the 24 record things that happen, just like you do 25
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know exactly what they -- they did with it. Q. Do you know whether or not any partial materials -- let me -- that's a bad question. Let me try again. Do you know whether or not Goldman Sachs also received as part of the materials being provided to Goldman Sachs, unbound books or partial books or anything of that nature? A. No. We never delivered any unbound or partial books to Goldman Sachs. We had strict quality control issues making sure that Goldman Sachs' books were of the first quality. We actually looked at them, made sure there was no scratches on them. They were very particular with their -- with these type of deals delivering to them. Q. I'm not suggesting by virtue of that question that you were providing subpar work. I'm asking whether or not as a result of a request by Goldman, you may have delivered the text of the books? A. No, not at all. We delivered them full, bound books. Q. Did you ever receive requests for just text or parts of books?
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Q. Did you ever deliver to Goldman Sachs -I don't know what it's called in your industry, but in some industries it's called runoff, the additional materials -A. No. Q. -- are sometimes -A. No. We only -- we kept overs. You have to print some overs because you do have some damage; ink, books and binding and printing. So you do printed some overs. Q. In a run like this, let's say on Exhibit 67, let's say that you're printing, as this document reflects, 4200 copies of a Private Placement Memorandum. How many overs would typically be printed with respect to an order of 4200 Private Placement Memoranda? A. I would keep this at a very minimum because of the special order paper involved in this thing, because we kept a very tight -- we didn't want to have additional costs and order extra paper. Somewhere -- we would probably -- 4200 books, I would probably put the order in for 4300 books, an extra hundred books because there was different stages you had to print it, you had to bind it and in placements, you had to number it.
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A.

Q. Would all of those requests have come
through you or are there others at Global Financial Press who may have received such requests? MR. FEATHERSTONE: Object to the form. A. We're Global Financial Press. We were open 24 hours a day. Anything that a client calls up and requests is all documented - documented. In order to provide any type of service to a client, you would have to fill out a print ticket -- a print distribution ticket. You would have deliveries on it. So, we were open 24 hours a day, but I can honestly say to you that we have never delivered any partial or anything to Goldman on these deals at all. There were other people working the account, sure, because we're open 24 hours a day, but everything that was there, if that ever were to happen, that would be a highlight, that would be something extraordinary for something like that to happen because we would have to, we only delivered bound books to them. We would have to go back on press? This -- these things were special ordered paper. It involved a lot of cost, a lot of money and that would be reflected definitely on the bill.

No, not at all.

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Q. So, on these runs for 4200 books, you would order an additional hundred? A. I would do an order, probably, of an additional hundred. Q. Let's take a look at the Subscription Booklet, please, which is described on Pages 3 and 4 of Exhibit 67. A. Right. Q. There appears to be a run of about 1100 copies of the Subscription Booklet. Do you see that? A. I do. Q. How many overs would there be on a run like that? If you can describe what would be typical in that time fr-ame. A. Well, again, you know, dealing with the paper -- dealing with the paper issue, I would probably keep this as a minimum. I don't think we had to number the subscription documents, so I would think that probably I would keep that at a minimum, probably of about 50 books. Q. So you'd have an additional 50 books you think? A. Yes. Q. Now, what would happen with these overs,
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Q. We have a ruler available.
A. Full 8-1/2 by 11. That was one of the requirements that Goldman wanted on their deals and the only way that you could do that is print it on a special paper, because if you printed on a web form, a web press, you would never be able to get 8-1/2 by 11 on the presses that we have available to us to print on. Q. I gave you a ruler. Did you make a measurement? A. Yes, Ido. True 8 1/2 by 11. Q. Referring to the books in Exhibit 68? A. Yes. Yes, the four books. Q. Would you likewise lineup and measure Exhibit IIA? A. 8-1/2 by I11. Yes, it's 8-1/2 by 11 also. Q. Now, if a book like the Subscription Book had been cut at the binding and then rebound would it have the same dimensions as its original? A. No. You would -- it would be -- it would be smaller because you would have to cut the backbone and then also you would have to grind it down again. First of all, you have to cut the backbone in order to make sure there is no glue,
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supplemental or amended invoice, whether there was a mistake. Let me ask you these questions. Do you have any knowledge or information that there ever was any other invoices from -- strike that. Do you have any knowledge or information that, in fact, all Global Financial Services ever issued any additional invoices to Goldman Sachs? A. No, I have -- I don't have no knowledge. Q. Do you have any knowledge or information that Global Financial Services, in fact, made any mistake on the invoices that are in front of you that caused a reissue or another issue of invoices? A. No, I have no knowledge of that. Q. Lastly, Mr. DeLuca, to ask you about the press form overs for a movement. Are these -- are these overs before or after the final trim in the binding plant? A. These -- well, you can't call them. You know it's part of the press run and they fold all the press forms, okay? Once you reach your count of bound books that you ordered, then whatever is left over is the press formn overs. So you really don't know how many overs you're going to have until you finish your count.
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1 only the backbone, so the glue would adhere. And runs through the binding machine, it 2 then, when it 3 grinds the backbone either a sixteenth or maybe 4 even sometimes an eighth of an inch in order to 5 have the glue adhere to the cover. Q. So the rebound book would be shorter 6 7 dimensions -A. It would be. 8 Q. -- for the reasons you just stated? 9 A. Yes. 10 I11 Q. Do you have any knowledge and 12 information, whatsoever, that Goldman Sachs ever 13 had any printer or binder bind individual loose 14 pages into a Subscription Book or any of these 15 other documents? A. I could say that Goldman has never 16 17 contacted us to do anything like that. I can't 18 answer for any other printer or binder. Q. But with regard to any other printer or 19 20 binder, do you have any knowledge or information 21 from any source that Goldman Sachs has ever done 22 that with anyone else? A. No, I've no knowledge of that. 23 Q. Mr. Merrick asked you some questions 24 25 about the invoices and whether there was a

Q. But my question is a little bit 1 2 different and that's -A. Okay. 3 Q. -- with regard to these press form 4 overs. The forms are placed in the inside the 5 6 cover; is that correct? A. Yes. 7 Q. They're glued into the cover? 8 A. Yes. 9 Q. And then is there a trimming stage that 10 I11goes on after? A. Sure. In this particular case, it's the 12 13 binderies that we use, was all automatic. As it's 14 going down an assembly line it's glued, it's bound, 15 it's off the perfect binder, travels down an 16 assembly line, a belt to a three-knife trimmer 17 where it's -- where each individual book, one at a 18 time, is trummed on three sides. Q. To get to the final dimension of, say, 19 in this case, 8-1/2 by 11I? 20 A. 8-1/2 bylIl, right. 21 Q. The press form over, not the completed 22 23 over but the press form over; is that a document 24 that's gone through that final trimming or is that 25 taken before the final trimming?
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