Académique Documents
Professionnel Documents
Culture Documents
JOSEPH H ZERNIK
Petitioner CASE No 1:09-cv-00805
vs
KENNETH MELSON ET AL
Respondants
VERIFIED NOTICE #1 OF SUPPORTING RECORDS.
PETITIONER FILES HEREBY NOTICE OF:
(1) “RECREATED LETTERS” FILED AS EVIDENCE BY COUNTRYWIDE IN
CASE OF BORROWER SHARON DIANE HILL (U.S. Bankruptcy Court, Western
District of Pennsylvania, Case No 01-22574);
(2) AN OUTSIDE-COUNSEL EMPLOYMENT SCHEME BY COUNTRYWIDE IN
CASE OF BORROWER WILLIAM ALLEN PARSLEY (U.S. Bankruptcy Court,
Southern District of Texas, Case No 05-90374);
(3) ALLEGED CRIMINAL CONDUCT BY RESPONDENT LEWIS & SENIOR
U.S. OFFICERS RELATIVE TO THE BAC/MERRILL LYNCH DEAL.
TOGETHER, SUCH RECORDS CORROBORATE THE BASIC ELEMENTS
ALLEGED BY PETITIONER RELATIVE TO THE CONDUCT OF U.S. OFFICERS,
WHICH GAVE RISE TO THE SUB-PRIME CRISIS AND PERMITTED HUMAN
RIGHTS DISGRACES OF HISTORIC PROPORTIONS IN LA COUNTY,
CALIFORNIA, BUT MAY OTHERWISE APPEAR TO A NAÏVE READER AS A
“CONSPIRATORIAL THEORY”.
INSTANT PAPER IS ALSO FILED UNDER ALTERNATIVE COVER PAGES IN
THE CASES OF BORROWERS HILL & PARSLEY REFERENCED ABOVE.
Dated: May 16, 2009 Respectfully submitted, by:
Digitally signed
by Joseph Zernik
DN: cn=Joseph
Zernik,
email=jz12345@e
arthlink.net, c=US
Date: 2009.05.17
18:30:59 -07'00'
______________________
JOSEPH H ZERNIK
-1- PRO SE PETITIONER
Joseph Zernik
1853 Foothill Blvd
LV, CA 91750
Tel: (310) 435 9107
Fax: (801) 998 0917
jz12345@earthlink.net
Pro Se Interested Party
______________________
JOSEPH H ZERNIK
PRO SE PETITIONER
-2-
Joseph Zernik
1853 Foothill Blvd
LV, CA 91750
Tel: (310) 435 9107
Fax: (801) 998 0917
jz12345@earthlink.net
Pro Se Interested Party
______________________
JOSEPH H ZERNIK
PRO SE PETITIONER
-3-
PRO SE PETITIONER in Zernik v Melson et al, U.S. Court, District of Columbia, who is
also Interested Party, case of Borrower Parsley, U.S. Court, Southern District of Texas, and
who is also requesting designation as Interested Party in case of Borrower Hill, U.S. Court,
Western District of Pennsylvania, hereby files1 notice #1 of support records.
///
I.
TABLE OF CONTENTS
Alternative Cover Pages …………………………… 1-3
I. TOC …………………………… 4
II. List of Exhibits …….………..…………… 5
III. Request for Lenience by Pro Se Filer …………………………… 6
IV. Requests for Incorporation by reference …….………..……………. 7
V. Request for Judicial Notice …….………..……………. 8
VI. Significance of the Records Notified Herein …….………..……………. 9
VII. Statement of Verification …….………..……………. 25
VIII. Proposed Orders …….………..…………… 27
IX. Exhibits …….………..……………. 29
1
Copy is concomitantly filed with TARP Oversight Board, and with TARP Inspector General, as a
request for urgent investigation into matters related to TARP and the Bailout.
Copy is concurrently filed with Lawrence Summer, Director, U.S. President National Economic
Council
Copy is concurrently filed with Paul Volker, Chairman, U.S. President Economic Recovery Advisory
Board, as request for investigation of the allegation that widespread corruption in LA County,
California, involving Countrywide, gave rise, at least in part, to the sub-prime crisis.
Copy is concurrently filed with Carol E. Dinkins., Chairwoman, U.S. President Privacy and Civil
Liberties Advisory Board, as a request for investigation of alleged widespread corruption and civil
rights and human rights violation of historic proportions in LA County, California.
Copies are concomitantly filed with U.S. Congress, as a request for urgent hearings on underlying
matters.
-4-
II.
LIST OF EXHIBITS IN CURRENT NOTICE
EXHIBIT 1. 07-12-27-three “Recreated Letters” filed by Countrywide as evidence in the
Case No 01-22574, Borrower Sharon Diane Hill, in U.S. Bankruptcy Court,
Pittsburgh, PA
EXHIBIT 2. 07-12-20-Transcript from above referenced case.
EXHIBIT 3. 09-05-15 Pacer docket of above referenced case.
EXHIBIT 4. 08-03-08 Memorandum Opinion of the Hon Jeff Bohm, U.S. Judge, in Case
No 05-90374, Borrower William Allen Parsely, U.S. Bankruptcy Court,
Houston TX.
EXHIBIT 5. 09-05-15 Pacer docket of above referenced case.
EXHIBIT 6. 09-04-23 Letter of NY Attorney General Andrew Cuomo to U.S. Congress.
EXHIBIT 7. 09-04-23 Global Economic Trends Blog: Let the Indictments Begin Paulson,
Bernanke, Lewis.
EXHIBIT 8. 08-01-08 NYT: Morgenson’s Report of Countrywide’s Recreated Letters
EXHIBIT 9. 08-01-09 NYT: Stocks Dive on Reports of New Ills
EXHIBIT 10. 08-01-11AM Greenberg’s MarketBlog: Posting on Countrywide/BAC deal
EXHIBIT 11. 08-01-11PM CNN: BofA inks deal to buy Countrywide for $4 billion
EXHIBIT 12. Wikipedia: Bank of America Corporation
///
///
///
III.
REQUEST FOR LENIENCE BY PRO SE FILER
Copy is concomitantly filed with the Israeli Embassy in Washington DC, with request for monitoring
and protection of the rights of dual citizen, Joseph Zernik, per Universal Declaration of Human
Rights, ratified International Law.
-5-
While I make substantial efforts to comply with court procedures, and study
applicable law, I request special lenience as a pro se filer:
A document filed pro se is “to be liberally construed,” Estelle, 429 U. S., at
106, and “a pro se complaint, however inartfully pleaded, must be held to less
stringent standards than formal pleadings drafted by lawyers,” ibid. (internal
quotation marks omitted). Cf. Fed. Rule Civ. Proc. 8(f) (“All pleadings shall be
so construed as to do substantial justice”). (Erickson v Pardus et al, 2007)
In particular, I am unqualified in assessing the validity of legal theories. I ask the
Honorable Court to ignore any irrelevant or erroneous legal theory I claim, and do take into
consideration the facts and the claims themselves, and if they can support some other valid
theory, assign such legal theory to them, and review them pursuant to such valid legal theory
(Haddock v Cal Board of Dental Examiner, 1985).
The Honorable Court is requested to entirely disregard my comments, explanations,
or legal arguments pertaining to such papers, when my writings appear to be of the nature of
legal theories, or legal arguments, and are deemed erroneous, or irrelevant.
If it pleases the Honorable Court, let the Honorable Court act of its own volition
whenever permitted to do so by law:
a. To initiate action pursuant to the Code of Conduct of U.S. Judges, Canon 3B(3):
(3) A judge should initiate appropriate action when the judge becomes
aware of reliable evidence indicating the likelihood of unprofessional
conduct by a judge or a lawyer.
b. To act pursuant to Fed. Rule Civ. Proc. 8(f) “to do substantial justice” for
Plaintiffs who claim to have been inflicted substantial harms by the Los Angeles
justice system.
Dated: May 16, 2009 Respectfully submitted, by:
________________________
JOSEPH H ZERNIK
PRO SE PETITIONER
///
///
-6-
III.
REQUEST FOR INCORPORATION BY REFERENCE
I request that the Honorable U.S. Courts incorporate by reference each other’s dockets
as they appear in Pacer, as well as USDOJ reports, also available online. The request is to
incorporate by reference such records at whatever state they are in the data-base referenced
below. However, in places where records in their current data-base (case #4 below) were not
scanned at all, or were improperly scanned, or were improperly tagged, as describe in pages
7-16 of Petition Zernik v Melson et al, the records will be filed again with the Honorable
Courts, so that they re properly scanned and tagged.
In addition to Pacer records, request is also for incorporation by reference of official
reports of the U.S. Dept of Justice, Independent Counsel, Special Counsel, and LAPD
reports, pertaining to allegation of long-term, widespread corruption of the justice system in
LA County, tolerated and patronized by U.S. Agencies. The petition alleges that such
widespread public corruption in Los Angeles County, California, gave rise to corruption in
Countrywide that was essential for the development of the Sub-Prime Crisis, on the one
hand, and human rights disgraces of historic proportion, on the other hand.
Pacer Dockets:
1) Zernik v Melson at al. – U.S. Court, DC, Case No 1:2009cv00805
2) Borrower Parsley – U.S. Court, Southern District of TX, Case No 05-90374
3) Borrower Hill –U.S. Court, Western District of PA, Case No 01-22574
4) Zernik v Connor et al.- U.S. District Court, LA, CA, Case No 2:2008cv01550
5) Fine v LA Sheriff of LA – U.S. District Court, LA, CA, Case No 2:09-cv-01914
6) Fine v. State Bar of CA et al – U.S. Dist Court, LA, CA, Case No 2:08-cv-02906
7) U.S. Gov v City of LA et al – U.S. Dist Court, LA, CA, Case No 2:2000cv11769
Official Reports available online, which are not part of Pacer:
8) U.S. Dept of Justice - Annual Reports of the USDOJ Public Integrity Section
http://www.usdoj.gov/criminal/pin/
9) U.S. Dept of Justice - Special Report (December 1987) regarding drug sales for profit by
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CIA in LA County in the 1980 as part of Iran-Contra.
http://www.usdoj.gov/oig/special/9712/
11) LAPD - Blue Ribbon Review Panel Report (2006) and responses by Police Chief and
the office of LA District Attorney.
http://www.lacp.org/2006-Articles-Main/RampartReconsidered.html
Rampart Reconsidered - Full Report (101 pages - pdf file)
________________________
JOSEPH H ZERNIK
PRO SE PETITIONER
///
///
IV
REQUEST FOR JUDICIAL NOTICE
I request that the Honorable Courts take Judicial Notice of each other’s rulings in
cases 1, 2, and 3 referenced in Request for Incorporation in Reference, above.
Regarding case #4, Zernik v Connor et al, I request that the Honorable Courts take
Judicial Notice of the following incontrovertible facts:
1) The non-sequential order of the records in the docket.
2) The failure to issue valid summons in the case (Summons as issued by the clerk are
found under Doc 1, Complaint).
3) Inadequate docketing, where critical records are concealed under unrelated records,
EG, Doc #52, 56, 58.
-8-
4) Alleged perverted discrepancy notices (Doc # 105) documenting the fact that a large
number of records were completely eliminated from the docket with no record at all
of the procedures underlying such elimination.
///
5) Complaint filed with FBI regarding alleged dishonest manipulations of Pacer docket
in the case (Doc #088)
Dated: May 16, 2009 Respectfully submitted, by:
________________________
JOSEPH H ZERNIK
PRO SE PETITIONER
///
///
V.
SIGNIFICANCE OF RECORDS NOTICED HEREIN
///
A. Records from the case of Borrower Sharon Diane Hill, No 01-22574, U.S.
Bankruptcy Court, Western District of Pennsylvania
Such records document Countrywide admitting filing “Recreated Letters” (Exhibit 1) as
evidence. Such conduct was admitted in proceedings in the court of the Honorable Thomas
P Agresti, as documented in the Transcript of a December 20, 2007 proceeding in that case
(Exhibit 2). Such records are accompanied by the up to date Pacer docket of that case
(Exhibit 3).
Petitioner claims similar conduct by Countrywide, now BAC relative to alleged fraud
in key record that is an invalid underwriting letter of October 26, 2004, and was repeatedly
introduced in evidence as a valid underwriting dated October 14, 2004 or mid-October 2004.
-9-
The alleged fraudulent underwriting letter, support records, request for an evidentiary ruling
and declaratory relief will be separately filed.
///
B. Records from the case of Borrower William Allen Parsley, No 05-90374, U.S.
Bankruptcy Court, Southern District of Texas:
Such records document Countrywide admitting in proceedings in the court of the Honorable
Jeff Bohm engaging in an Outside Counsel Employment Scheme. Such records include
Memorandum Opinion, March 8, 2008 (Exhibit 4), and an up to date Pacer docket of that
case (Exhibit 5).
Petitioner claims similar conduct by Respondent BAC, relative to employment of
Respondent Bryan Cave, LLP as an Outside Counsel in cases involving Petitioner. Outside-
Counsel Procedures manual of BAC, together with records supporting the allegations of
fraud in employment of Respondent Bryan Cave, LLP as Outside Counsel, will be separately
filed, together with requests for evidentiary rulings and declaratory relief.
///
C. Records from the investigation of the Merrill-Lynch/BAC merger
Such records provide evidence that both BAC Officer – Respondent Kenneth Lewis, and
U.S. Officer – former Treasury Secretary Paulson, admitted alleged criminal conduct related
to the merger referenced above. Such records include a letter by NY Attorney General
Andrew Cuomo to U.S. Congress (Exhibit 6), and Global Economic Trend blog call for
criminal indictments of Paulson, Bernanke, and Lewis which was widely distributed on the
web (Exhibit 7).
Petitioner claims that discovery in this case will confirm similar conduct by
Respondents BAC, and U.S. officers relative to the Countrywide/BAC merger. Letters by
U.S. officers Respondents Kaiser and Melson, which are alleged as fraud on U.S. Congress,
together with requests for evidentiary rulings and declaratory relief will be separately filed.
D. Additional Records
-10-
a. The publication of the news of “Recreated Letters” in the Hill case, in early
January 2008 (Exhibits 8,9), leding to what was variably termed “Merger”, “Takeover”,
and “Takeunder”, of Countrywide by BAC.
b. The nature of the Countrywide/BAC merger, (Exhibits 10, 11, 12) that show that
the transaction was inexplicable in terms of normal business conduct, and was accompanied
by overt provisions by Bush Administration officials aimed to induce BAC to enter the deal.
Furthermore, such records support the claim that discovery in this case is very likely to
uncover covert provisions/”understandings” by Bush administration officials and BAC, to
induce/coerce the merger, and shield BAC from possibly or likely criminal liability related to
the deal. The petition alleged that such conduct was furhtermore concealed from share-
holders, tax-payers, and U.S. Congress.
///
E. Significance of the above referenced cases to Petition of Zernik v Melson et al, U.S.
Court, Washington DC and vice versa:
The records listed above support allegations in Petition in U.S. Court, District of
Columbia, that:
1. Countrywide filed as evidence and produced in response to legal subpoena in
Samaan v Zernik (SC08400) a large volume of false and deliberately misleading
banking records, which upon review will dwarf in comparison the Recreated
Letters filed in the case of Sharon Diane Hill. Former Countrywide Officers,
Angelo Mozilo and Sandor Samuels were repeatedly requested to stop the alleged
fraud on Petitioner. Current Officers of Respondent BAC, Respondents Lewis,
Mayopoulos, and the BAC Audit Committee were likewise repeatedly requested
to stop the fraud. All of them refused to take corrective action, and colluded with
the ongoing alleged fraud on Petitioner Zernik.
2. Countrywide initiated the alleged false and deliberately misleading employment of
Respondent Bryan Cave, LLP in cases pertaining to Petitioner Zernik, which upon
review will dwarf in comparison the Outside Counsel scheme in the case of
-11-
Borrower Parsley. Respondent BAC continued and continues such employment.
Respondents BAC, Lewis, Mayopoulos, and BAC Audit Committee, as well as
Respondents Lents and Van Clever, were repeatedly asked to stop such alleged
fraud on Petitioner, but refuse to do so.
3. Respondents FBI, USDOJ, and SEC, as well as respective U.S. Officers,
Respondents Kaiser, Melson, and Bezek, consistently refuse perform their duties
and provide Petitioner with Equal Protection against such alleged criminal
conduct, regardless the severe abuse of his civil rights. Such conduct by
Respondents Melson and Kaiser included false and deliberately misleading
statements to U.S. Congress. Such conduct by SEC and Respondent Bezek
involved failure to enforce SEC regulation and protect both BAC share-holders
and U.S. tax-payers like Petitioner from ongoing alleged frauds of large scale.
4. Combined, the conduct of Respondents BAC, USDOJ, FBI, SEC, & Bryan Cave,
LLP, and their respective officers in underlying cases involving Petitioner Zernik,
is most plausibly explained in confidential provisions or understandings, yet to be
discovered, that upon review would dwarf in their alleged criminality those that
took place in relationship to the Merrill-Lynch/ BAC merger. Therefore -
Respondents BAC and Bryan Cave, LLP, and respective officers, felt falsely
secure in their alleged criminal conduct, while Respondents FBI and USDOJ and
SEC felt falsely compelled to allow ongoing extreme abuse the civil rights of
Petitioner and others.
5. Evidence included in the cases cited herein, alone, without any further discovery,
would likely provide sufficient credible evidence for indictment of Sandor
Samuels and Angelo Mozilo, possibly also Kenneth Lewis, Timothy Mayopoulos,
and Bryan Cave, LLP on Racketeering per RICO 18 USC § 1961-1968. The cases
cited herein include allegations of numerous predicated acts that took place in
2007-2009, including alleged obstruction and perversion of justice, falsification of
banking and legal records, intimidation, harassment and retaliation against victims,
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witnesses, and informants, and more. Petitioner therefore alleged in his original
filing that the investigation by FBI of Countrywide, upon review, must be deemed
as “deliberately aimless”, and public statements made by USDOJ and FBI
officers regarding vigorous investigation of Countrywide are attempts to mislead
the U.S. tax payers and U.S. Congress.
6. The conduct of U.S. Officers under the Bush Administration relative to BAC,
Countrywide, and Merrill Lynch, now allow BAC to grow beyond limits
previously promulgated relative to banking institutions, as safeguards for the U.S.
economy in the wake of the Great Depressions. Furthermore, such conduct now
permits BAC to engage in alleged criminal conduct with effective immunity.
Combined, this concoction is contrary to the law, contrary to any sound public
policy, and the recipe for disaster for the U.S. economy and the rule of law.
///
///
F. Notice provided to Counsel of Borrower Hill and U.S. Trustee of intend to file
notices in the case of Borrower Hill, to inform the Honorable Thomas P. Agresti,
United States Bankruptcy Court Judge, Pittsburgh, Pennsylvania, of the current
conduct of BAC in LA, California
Email note was forwarded today, May 15, 2009 to counsel for Borrower and for the
U.S. Trustee in the case of Sharon Diane Hill, noticing counsel of my intent to file notices in
that case as an Interested Party.
The May 15, 2009 email note explains my interest in the case as follows:
…My interest is in no way adversarial to that of Borrower Sharon Diane Hill,
and is most closely aligned with the interest of the U.S. Trustee.
My interest in Pennsylvania case of Sharon Diane Hill
My claim is that in LA County, California, home-base of Countrywide, it
continues to this very day to perpetrate on me the same frauds that were
rebuked in other courts around the country. Specifically - I allege that under
BAC control, it continues to perpetrate on me the "Recreated Letters" fraud
that is a copy of its conduct in the PA court, which was rebuked in the case of
Sharon Diane Hill.
-13-
My interest in Texas case of William Alan Parsley
You may view similar notices which I have recently filed in U.S. Court in
Houston, Texas (Borrower - William Allen Parsley case # 05-903-74, Filed:
10/13/2005). My claim there is that under BAC control, it continues to
perpetrate on me the "Outside Counsel" fraud that is a copy of its conduct in
the TX court, which was rebuked in the case of William Alan Parsley.
Samaan v Zernik (SC087400) at the California Superior Court for the County
of Los Angeles
I was named Defendant in civil unlimited litigation of Samaan v Zernik
(SC087400). Claims in that litigation stemmed from real estate failed
transaction in 2004, when I tried to sell my Beverly Hills home, and Nivie
Samaan fraudulently induced me to enter a contract where she was not
qualified for the purchase.
However, with Countrywide's collusion, she was trying to perpetrate a
mortgage fraud, which failed. A year later, in 2005, she filed against me
claims for Specific Performance or Breach of Contract. In such case, again in
collusion with frauds by Countrywide, I was forced to leave my home under
the threat of force, my home was taken for private use with no compensation
at all, and I never received a penny. I had gag orders placed on me to benefit
large corporations in ex parte procedures, as part of extensive severe abuse
of my due process and first amendment rights.
My allegations in re: Samaan v Zernik (SC087400):
I claim that I was subjected to fraud under the guise of litigation in Superior
Court of California for the County of Los Angeles. Suffice is to say that the
Clerk of the LA Superior Court has refused to certify in the past year that the
case is a valid case of the Superior Court of California, that the judgment in
such case was a valid, effectual judgment of the Superior Court of California,
and that Judge Terry Friedman, who has been holding the "file" for over a
year (albeit, like all other judges in this case - with no assignment order at all)
is a duly assigned judge in this case.
Regarding the Grant Deed filed by the court on my home, while the "file" was
held by Judge Terry Friedman - veteran FBI agent, decorated by U.S.
Congress, by FBI Director, and by U.S. Attorney General, has opined "...
frauds being committed..."
My case in not unique either. I have identified numerous similar real estate
frauds at the court, most notably, the case of Galdjie v Darwish (SC052737).
I consider my case unique only in the meticulous documentation of the
frauds.
Regarding the conduct of Countrywide Samaan v Zernik (SC087400):
Bryan Cave, LLP, has regularly appeared in this case for two years, claiming
to represent Countrywide, later BAC, and self-designating as "Non Party".
The LA Superior Court designated it interchangeably "Defendant" Plaintiff",
"Real Parties in Interest" [sic-jhz], "Cross-Defendant", "Intervenor", and
more... In recent months, neither BAC nor Bryan Cave, LLP would respond
to demand that they explicitly state that Bryan Cave, LLP was authorized to
represent BAC in this case.
-14-
Since early 2007, neither Angelo Mozilo, nor Sandor Samuels, and more
recently - neither Kenneth Lewis, nor Timothy Mayopoulos, nor the BAC Audit
Committee would answer requests to either authenticate or repudiate records
they filed in court as evidence, among them - "recreated letters" certified as
falsely dated by a fraud expert.
In short, through cases such as the case of Sharon Diane Hill, I show that U.S. Courts
in Texas and Pennsylvania rebuke the litigation practices of Countrywide, initially as an
independent publicly traded corporation - CFC - more recently controlled by Bank of
America Corporation (BAC). At the same time, I allege judges of the LA Superior court,
such as Terry Friedman, in fact willfully colluded with Countrywide, BAC, and others, and
continue to collude with such practices to this date, in perpetrating fraud on me under the
guise of civil litigation.
///
G. Litigation Practices of Countrywide as seen in the case of Borrower Sharon Diane
Hill were publicized in January 2008.
Exhibit 8, is a copy of a news item published on January 8, 2008 in the Business
Section of the New York Times, by Pulitzer-Prize winner Gretchen Morgenson.
Morgenson article, title: “Lender Tells Judge It 'Recreated' Letters,” reported that in
late December 2007, Countrywide finally admitted in the U.S. Court in Pittsburgh
Pennsylvania that it had filed evidence in the case of Sharon Diane Hill, which was
“recreated letters”. The letters themselves, which were false, made up banking records, are
provided in Exhibit 1.
Exhibit 2 is the transcript of the hearing in the case of Sharon Diane Hill on
December 20, 2007, where the true facts in this matter came to be admitted by
Countrywide’s counsel. Morgenson in her article quotes the Honorable Judge Agresi stating:
"These letters are a smoking gun that something is not right in Denmark." That comment
appears on transcript page 19. The transcript more fully cited says:
THE COURT: Well, there's definitely a need for3discovery here. These
letters are a smoking gun that something4is not right in Denmark. I just -- I
can't get over what I'm5being told here about these recreations and what the
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purpose is6or was and what was intended by them. It just -- I don't see7any
credible reason for doing that other than to create a8perception that notices
were timely sent. But maybe there is,9and that's why there's a need for
discovery, obviously.
Attorney Puida, anything -- any response here?
PUIDA: Yes, Your Honor. Again, the -- we were12doing nothing more than
providing counsel with a history of what escrow was received and payments
during the course of the bankruptcy, what was paid out, what difference
between the two there may have been. The letters again were never offered
as being something that was sent out to debtor's counsel or to the Trustee. It
was just a starting point to show this is the breakdown for that particular
year's escrow.
THE COURT: All right. I appreciate that. This is your understanding of what
you did, but when I asked some rather pointed questions to further explain
the purpose behind these letters, you couldn't respond. You could not
answer, and I can appreciate that, and that's just more reason why there has
to be some discovery here to find out what is going on and why it was done,
because that will determine -- you know, if it can't otherwise be settled or
resolved, that will be an item of concern for this Court in assessing the
appropriate damage or remedy. So it's highly, extremely relevant, and
important for a decision in this matter…
///
///
H. Such publication was the cause of a meltdown in Countrywide’s share price, and
also caused tremors in financial markets.
Morgenson’s January 8, 2008 publication in the NYT caused a sharp drop in the
Countrywide share price, and on the same afternoon rumors started circulating of pending
bankruptcy filing by Countrywide, which required press release by Countrywide denying
such rumors. The news led to overall declines in financial markets that raised concerns about
U.S. financial markets stability.
On the next day, January 9, 2008, the New York times reported, as seen in Exhibit 9:
Shares tumbled late Tuesday after the head of AT&T suggested that
consumers might be cutting back and Countrywide Financial denied that
it was tumbling into bankruptcy…..
Shares of Countrywide fell $2.17, or 28.4 percent, to $5.47, after the
company issued a statement that said there was “no substance to the rumor
that Countrywide is planning to file for bankruptcy.”
…
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The Standard & Poor’s 500-stock index fell 1.84 percent, or 25.99points, to
1,390.19, its lowest close since March 5.The Dow Jones industrial average
declined 238.42 points, or 1.86 percent, to 12,589.07,while the Nasdaq
composite index dropped 58.95 points, or 2.36 percent, to 2,440.51
Such values for major indices may seem phenomenally high to date, but as the report
notes, they brought the S&P to the lowest level in 10 months. Eventually, two days later, on
January 11, 2008, announcement was made of the intent to have BAC take over control of
Countrywide.
On should note that investors’ negative sentiments, reflecting vanishing confidence in
Countrywide, which led to such final collapse, were not driven by any financial performance
data of Countrywide. Instead, such negative investors’ actions were driven by news of
alleged massive corruption of Countrywide’s Legal Department, at the time headed by
Sandor Samuels, Chief Legal Officer. Today, I am informed and believe that Samuels serves
as Associate General Counsel at BAC.
It is my opinion that investors’ reactions were logical and fully justified. The legal
department of any public corporation, and in particular any financial institutions, is critical in
safeguarding the integrity of internal controls. Such realization was recognized following
the Enron debacle in the Sarbanes Oxley Act of 2002 § 307, and respective promulgated
SEC regulations. Therefore, once the corruption of a Legal Department of financial
institution is evident, alternatively, once it becomes evident that SEC is not enforcing the law
in this regard, no investor in his right mind should trust any further financial reports from
such corporations and/or regulators. That is indeed the current alleged state of affairs
regarding Countrywide, BAC, and SEC.
///
///
I. Such publication was the cause of Countrywide’s final demise and the take-over
(designated below as “Takeunder”) by BAC announced on January 11, 2008, and
sponsored by U.S. officials under the Bush Administration in its waning days.
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Herb Greenberg is listed as a senior columnist for MarketWatch. His column also
appears in the weekend edition of the Wall Street Journal, and he's a contributor to CNBC.
He joined MarketWatch after six years as senior columnist for TheStreet.com. He previously
spent 10 years as a six-day-a-week business columnist for the San Francisco Chronicle.
Before that, he was the New York financial correspondent for the Chicago Tribune, where he
covered the food and restaurant industries.
Exhibit 10 is Herb Greenberg’s blog column, January 11. 2008 early morning
posting, designating the Countrywide/BAC deal as “Takeunder”. It also notes what was
noted in other publications as well “The Fed is behind the deal”, and speculates “the
government likely agrees to guarantee BofA against Countrywide-related losses”, while
noting “There was nothing in the press release about that…”.
It further implies confidential provisions by Bush administration officials related to
the Countrywide/BAC deal:
Now we know. Based on the implied price of the deal, which is around $7,
give or take, this is a takeunder. Yesterday I opined (clearly as a “guessing
game”) that it would appear apparent:
1. The Fed is behind the deal. (Today’s thought: It’s as likely as
yesterday.)
2. The Fed is behind the deal because the rumors yesterday of a near
bankruptcy were probably true. (Based on the price, it would appear more
evident than ever.)
3. As part of the deal, the government likely agrees to guarantee BofA
against Countrywide-related losses. (There was nothing in the press
release about that, so let’s give them the benefit of the doubt and say
BofA is shouldering all of the risk and at this price it believes the risk is
worth the reward.)
4. Lost in the in the noise yesterday was that Moody’s downgraded the
ratings on 30 (count ‘em — THIRTY!) tranches of Countrywide’s mortgage
debt by more than a few notches. They did something similar before
American Home Mortgage filed for bankruptcy. (Remains as telling today
as it was yesterday.)
Exhibit 11, CNN report later that Friday, January 11, 2008 notes:
"If this deal occurs, I believe it will have been shepherded by the bank
regulators," said Punk, Ziegel & Co. analyst Richard Bove wrote in a
research note Friday.
-18-
The deal was valued at about $4 billions, but later BAC set aside double that sum for
covering potential litigation losses related to Countrywide. BAC also later decided to retire
the “Countrywide” name, recognizing the negative goodwill that came attached to the name.
///
J. Financial analysts largely failed to recognize the potential or likely criminal
liabilities related to the Countrywide/BAC deal, and likely confidential provisions or
“understandings” regarding criminal immunities, which in fact are likely to be of
criminal nature as well.
News and analysis reports quoted above often noted that the transaction as disclosed
to the public, and also to U.S. Congress, did not make sense financially, and that the
transaction was chaperoned by Bush Administration officials. Numerous reports speculated
that U.S. Officers provided provisions to induce BAC to enter the transaction. However,
financial analysts largely ignored the criminal liability that came attached to Countrywide.
Wikipedia, as downloaded on May 15, 2009 (Exhibit 12), provides a better picture of
BAC and the Countrywide/BAC deal, noting:
Bank of America Corporation (NYSE: BAC
(http://www.nyse.com/about/listed/bac.html)), based in Charlotte, North
Carolina is the largest financial services company in the world[4], largest
bank by assets,[3] second largest commercial bank by deposits,
and(previously) third largest by market capitalization in the United
States.[5][6] Also, Bank of America is the number one underwriter of global
high yield debt, the third largest underwriter of global equity and the ninth
largest adviser on global mergers and acquisitions.[7]
One should notice that the statement “Bank of America is the number one
underwriter of global high yield debt,” also implies that BAC is the number one
underwriter of global high risk debt. In the mortgage industry such debts were designated
“sub prime lending”.
On the acquisition of Countrywide Wikipedia states:
Acquisition of Countrywide Financial
On August 23, 2007 the company announced a $2 billion repurchase
agreement for Countrywide Financial. This purchase of preferred stock was
-19-
arranged to provide a return on investment of 7.25% per annum and provided
the option to purchase common stock at a price of $18 per share.[15]
Following that initial investment, on January 11, 2008, Bank of America
announced that they would buy Countrywide Financial for $4.1 billion.[16]
This acquisition, which closed on July 1, 2008, gave the bank a substantial
market share of the mortgage business, and access to Countrywide's
expertise, technology, and employees for servicing mortgages.[17] The
acquisition was seen as preventing the potential of bankruptcy for
Countrywide. Countrywide, however, denied that it was close to bankruptcy.
Countrywide provides mortgage servicing for nine million mortgages valued
at $1.4 trillion USD as of December 31, 2007.[18] However, Countrywide is
under FBI investigation due to possible fraud in home loans and mortgages,
therefore Bank of America states that by 2009 they will only be "officially"
affiliated to Countrywide.[19]
On July 1, 2008, Bank of America Corporation completed its purchase of
Countrywide Financial Corporation. This purchase made it the USA's leading
mortgage originator and servicer, controlling between20 to 25 percent of the
home loan market.[20] The deal was structured to merge Countrywide with
the Red Oak Merger Corporation, which Bank of America created as an
independent subsidiary. It has been suggested that the deal was structured
this way to prevent a potential bankruptcy stemming from large losses in
Countrywide hurting the parent organization by keeping Countrywide
bankruptcy remote.[21]
One must also particularly notice the statement: “The deal was structured to merge
Countrywide with the Red Oak Merger Corporation, which Bank of America created
as an independent subsidiary. It has been suggested that the deal was structured this
way to prevent a potential bankruptcy stemming from large losses in Countrywide
hurting the parent organization by keeping Countrywide bankruptcy remote.[21].”
Petitioner alleges that both reflect efforts by BAC to sequester criminal liabilities as
well as financial liabilities related to Countrywide.
Combined losses to investors and tax-payers by Countrywide alone are likely to total
close to $1trillion mark soon. Regarding tax-payers awards to BAC Wikipedia states as
-20-
follows:
Federal bailout
Bank of America received US $20 billion in federal bailout from the US
government through the TARP program on 16 January 2009 and also got
guarantee of US $118 billion in potential losses at the company.[28] This was
in addition to the $25 billion given to them in the Fall of 2008 through TARP.
The additional payment was part of a deal with the US government to
preserve Bank of America's merger with the troubled investment firm Merrill
Lynch.[29] Since then, members of the US Congress have expressed
considerable concern about how this money has been spent, especially since
some of the recipients have been accused of mis-using the bailout
money.[30] The Bank's CEO, Ken Lewis, was quoted as claiming "We are still
lending, and we are lending far more because of the TARP program."
Members of the US House of Representatives, however, were skeptical and
quoted many anecdotes about loan applicants (particularly small business
owners) being denied loans and credit card holders facing stiffer terms on the
debt in their card accounts.
According to a March 15, 2009 article in The New York Times, Bank of
America received an additional $5.2 billion in government bailout money
which was channeled through American International Group. [31
The sums listed above in bailout, through the TARP and elsewhere, are well above
$150 billions! Petition filed in Washington DC Court alleged criminal conduct by recipients
of TARP funds.
///
///
K. Cover-up and direct involvement of high ranking U.S. Officer in the Bush
Administration in criminal conduct of individuals and corporations related to sub-
prime lending who amassed fortunes at the expense of the U.S. Taxpayer and
Homeowners is fully documented in the Merrill-Lynch/BAC deal.
The picture painted above may seem to a naïve reader as a fictional “conspiratorial
theory”. Not so! Direct evidence for such conduct, and worse is found in the Merrill-
Lynch/BAC deal.
On April 23, 2004, Andrew Cuomo wrote to U.S. Congress (Exhibit 6):
I am writing regarding our investigation of the events surrounding Bank of
America's merger with Merrill Lynch late last year. Because you are the
overseers and regulators of the Troubled Asset Relief Program ("TARP"), the
-21-
banking industry, and the Treasury Department, we are informing you of
certain results of our investigation. As you will see, while the investigation
initially focused on huge fourth quarter bonus payouts, we have uncovered
facts that raise questions about the transparency
of the TARP program, as well as about corporate governance and disclosure
practices at Bank of America. Because some matters relating to our
investigation involve federal agencies and high-ranking
federal officials charged with managing the TARP program, we believe it is
important to inform the relevant federal bodies of our current findings. We
have attached relevant documents to this letter for your review.
-22-
after he stated that the management and the Board could be removed, Lewis
replied, "that makes it simple. Let's deescalate." Lewis admits that Secretary
Paulson's threat changed his mind about invoking that MAC clause and
terminating the deal.
Secretary Paulson has informed us that he made the threat at the request of
Chairman Bernanke. After the threat, the conversation between Secretary
Paulson and Lewis turned to receiving additional government assistance in
light of the staggering Merrill Lynch losses.
Lewis spoke with individual Board members after his conversation with
Secretary Paulson. The next day, December 22, 2008, the Board met and
was advised of Lewis's decision not to invoke the MAC. The minutes of that
meeting listed the key points of Lewis's calls with Secretary Paulson and
Chairman Bernanke:
"(i) first and foremost, the Treasury and Fed are unified in their view that the
failure of the Corporation to complete the acquisition of Merrill Lynch would
result in systemic risk to the financial system in America and would have
adverse consequences for the Corporation; (ii) second, the Treasury and Fed
state strongly that were the Corporation to invoke the material adverse
change("MAC") clause in the merger agreement with Merrill Lynch and fail to
close the transaction, the Treasury and Fed would remove the Board and
management of the Corporation; (iii) third, the Treasury and Fed have
confirmed that they. will provide assistance to the Corporation to restore
capital and to protect the Corporation against the adverse impact of certain
Merrill Lynch assets: and(iv) fourth, the Fed and Treasury stated that the
investment and asset protection promised could not be provided or
completed by the scheduled closing date of the merger, January 1, 2009; that
the merger should close as scheduled, and that the Corporation can rely on
the Fed and Treasury to complete and deliver the promised support by
January 20, 2009, the date scheduled for the release of earnings by the
Corporation."
The Board Minutes further state that the "Board clarify[ied] that is [sic] was
not persuaded or influenced by the statement by the federal regulators that
the Board and management would be removed by the federal regulators if the
Corporation were to exercise the MAC clause and failed to complete the
acquisition of Merrill Lynch."
Following the Cuomo letter to congress the Global Economic Trends blog issued a
posting that gained wide spread distribution and responses (Exhibit 7):
LET THE CRIMINAL INDICTMENTS BEGIN: PAULSON, BERNANKE,
LEWIS
New York State Attorney General Andrew Cuomo's letter to the SEC and
Senate Banking Committee on the Bank of America, Merrill Lynch
Merger provides strong evidence of coercion to commit securities fraud by
former Treasury Secretary Paulson and Fed Chairman Ben Bernanke, and
actual securities fraud by Bank of America CEO Kenneth D. Lewis.
…
Coercion To Commit Securities Fraud
-23-
It's crystal clear from the letter that a strong case can be made that Paulson
and Bernanke coerced Lewis to carry out a merger agreement that was not in
Bank of America's shareholders best interest. Lewis arguably did so only to
save his own job and the board.
…
Flashback Monday, September 15, 2008
I called this correctly at the time. Please consider Market Votes "No
Confidence" In Merrill, Bank of America Merger.
“There was no pressure from regulators, absolutely no pressure,” said Mr
Lewis, who described the deal as “the strategic opportunity of a lifetime”. He
said: “The first contact came on Saturday morning and we put the transaction
together in 48 hours. The instant we talked it made sense.”
My Translation:
"The pressure from the Fed was enormous. Anyone in their right mind knows
this deal makes no sense to Bank of America".
....
Please note that Cuomo's letter states "In an interview with this Office,
Secretary Paulson largely corroborated Lewis's account. "
As far as I am concerned, Paulson just pleaded guilty. I do not care what
Paulson's reasons were, no one is above the law.
Let the criminal indictments begin: Paulson, Bernanke, and Lewis.
///
///
L. Cover-up of criminal conduct is not the right remedy for the ailing economy. What
is required is restoration of confidence in integrity of U.S. financial institutions,
markets, regulators, and the courts through enforcement of the law. The cover-up is
not fooling anybody, either at home, or abroad!
Restoration of investors’ confidence at home – and even more so abroad, in the
integrity of U.S. financial institutions, regulatory agencies, and law enforcement is
quintessential for recovery. The conduct described in instant petition is a recipe for future
economic disaster!
The large-scale experiment in deregulation, undertaken at the expense of the U.S.
taxpayer in the past decade, is recognized by most reasonable persons as a monumental
public policy failure - from Enron to Countrywide and beyond. It allowed the defrauding of
-24-
U.S. tax-payers, American homeowners, and workers world-wide. It threatens to decimate
the home-owning American Middle-Class. The epilogue of this failed experiment – the Bush
administration's sponsored and/or coerced mergers and consolidations in its waning days,
such as Merrill-Lynch/BAC and Countrywide/BAC, combined with waiver of growth limits
for BAC, alleged cover-up of past criminality of financial institutions such as Countrywide,
which fails to convince investors either at home or abroad, and documented as well as alleged
a priori immunities for further criminality by BAC, all stand contrary to the law, contrary
to any reasonable public policy, and contrary to prudent regulations promulgated in the wake
of the Great Depression.
Combined, such poisonous concoction appears as the recipe for a looming economic disaster
on a grander scale, and further undermines the rule of law and Civil Rights guaranteed in the
Amendments as well as Human Rights guaranteed as part of ratified International Law in the
Universal Declaration of Human Rights.
BY:_________________
JOSEPH H ZERNIK
PRO SE PETITIONER
Joseph Zernik
1853 Foothill Blvd
LV, CA 91750
Tel: (310) 435 9107
Fax: (801) 998 0917
jz12345@earthlink.net
-25-
VII.
STATEMENT OF VERIFICATAION
I know the content thereof to be true and correct. It is true and correct based on my
own personal knowledge, except as to those matters therein stated as based upon information
and belief, and as to those matters, I believe them to be true and correct as well.
The exhibits provided with this complaint under Exhibit 1 through Exhibit 12, as
listed in Section: II, List of Exhibits, above, are true and correct copies of records in my
possession, or records downloaded from the web, except for advertising that was redacted
where indicated.
I make this declaration that the foregoing is true and correct under penalty of perjury
pursuant to the laws of the United States.
Executed here in La Verne, County of Los Angeles on this 16th day in May, 2009.
_____________________
JOSEPH ZERNIK
pro se Plaintiff
-26-
VIII.
PROPOSED ORDER
-27-
UNITED STATES DISTRICT COURT
DISTRICT OF COLUMBIA
THE COURT has read Plaintiff’s requests and considered Plaintiff’s requests:
____ Denied
____ Denied
SO IT IS ORDERED!
_________________________
-28-
IX.
EXHIBITS
-29-
z May 15, 2009
Exhibit 1
January 8, 2008 NYT Report
Exh p30/264
Dl[;(tally SIQned by Joseph
ZW'lI.
" 0,\1. cn..Joseph Zernll(,
) ,..-=+.~:~~ trTIaH'~jz12345@I!arthlink..
UMI,{;;~US
Date: 2008.01.09 01 ;Oot;4Q
-(lll'OC'<
Joseph Zemik DMD PhD 2415 Samt George St Los f-eh7 CA ~10027 Fax' (801) '?9R¥091/ E'T181! j7 ~~' 3451~:~,~Grthlnk,nel
January 8,2008
"These letters are a smoking gun that something is not right in Denmark," Judge Agresti
said in a Dec. 20 hearing in Pittsburgh.
The emergence of the fabricated documents comes as Countrywide confronts a rising tide
of complaints from borrowers who claim that the company pushed them into risky loans.
The matter in Pittsburgh is one of 300 bankruptcy cases in which Countrywide's practices
have come under scrutiny in western Pennsylvania.
Judge Agresti said that discovery should proceed so that those involved in the case,
including the Chapter 13 trustee for the western district of Pennsylvania and the United
States trustee, could determine how Countrywide's systems might generate such
documents.
A spokesman for the lender, Rick Simon, said: "It is not CouIlt:ryvlide's policy to ereate or
'fabricate' any documents as evidence that they were sent if they had not been. We believe
it will be shown in further discovery that the Countrywide bankruptcy technician who
generated the documents at issue did so as an efficient way to convey the dates th.e escrow
analyses were done and the calculations of the payments as a result of the analyses."
The documents were generated in a case involving Sharon Diane Hill, a homeowner in
Monroeville, Pa. Ms. Hill filed for Chapter 13 bankruptcy protection in March 2001 to try
to save her home from foreclosure.
After meeting her mortgage obligations under the 6o-month bankruptcy plan, Ms" l-lill's
case was discharged and officially closed on March'9, 2007. C';ountrywide, the servicer on
Exh p31/264
• Page 2 January 9, Z008
her loan, did not object to the discharge; court records from that date show she was
current on her mortgage.
But one month later, Ms. Hill reeeived a notice of intention to foreclose from
Countrywide, stating that she was in d.efault and owed the company $4,166.
Court records show that the amount claimed by Countrywide was from the period during
which Ms. Hill was making regular payments under the auspices of the bankruptcy court.
They included "monthly charges" totaling $3,840 from November 2006 to April 2:007,
late charges of $128 and other charges of almost $200.
A lawyer representing Ms. Hill in her bankruptcy case, Kenneth Steidl, of Steidl and
Steinberg in Pittsburgh, wrote Countrywide a few weeks later stating that Ms. Hill had
been deemed current on her mortgage during the period in question. But in May,
Countrywide sent Ms. Hill another notice stating that her loan was delinquent and
demanding that she pay $4,715.58. Neither Mr. Steidl nor Julia Steidl, who has also
represented Ms. Hill, returned phone calls seeking comment.
Justifying Ms. Hill's arrears, Countrywide sent her lawyer copies of three letters on
company letterhead addressed to the homeowner, as well as to Mr. Steidl and Ronda J.
Winnecour, the Chapter 13 trustee for the western district of Pennsylvania.
The Countrywide letters were dated September 2003, October 2004 and March 2007
and showed changes in escrow requirements on Ms. Hill's loan. "This letter is to advise
you that the escrow requirement has changed per the escrow analysis completed today,"
each letter began.
But Mr. Steidl told the court he had never received the letters. Furthennore, he noticed
that his address on the first Countrywide letter was not the locahon of his office at the
time, but an address he moved to later. Neither did the Chapter 13 tnlstee's office have
any record of receiving the letters, court records show.
When Mr. Steidl discussed this with Leslie E. Puida, Countrywide's outside counsel on
the case, he said Ms. Puida told him that the letters had been "recreated" by Countrywide
to reflect the escrow discrepancies, the court transcript shows. During these discussions,
Ms. Puida reduced the amount that Countrywide claimed Ms. Hill owed to $1,500 from
$4,700.
Under questioning by the judge, Ms. Puida said that "a proeessor" at Countrywide had
generated the letters to show how the escrow discrepancies arose. "They were not offered
to prove that they had been sent," Ms. Puida said. But she cI180 said, under questioning
Exh p32/264
• Page 3 January 9, ~~008
from the court, that the letters did not carry a disclaimer indicating that they were not
actual correspondence or that they had never been sent.
"I just, I can't get over what I'm being told here about these recreations," Judge Agresti
said, "and what the purpose is or was and what was intended by them."
Ms. Hill's matter is one of 300 bankruptcy cases involving Countrywide that have come
under scrutiny by Ms. Winnecour, the Chapter 13 trustee in Pittsburgh. On Oct. 9, she
asked the court to sanction Countryvvide, contending that the company had lost or
destroyed more than $500,000 in checks paid by homem-vners in bankmptey from
December 2005 to April 2007.
Ms. Winnecour said in court filings that she was concerned that even as Countl)'\\'ide had
misplaced or destroyed the checks, it levied charges on the borrowers, including "late fees
and legal costs. A spokesman in her office said she would not eomment on the Hill case.
O. Max Gardner III, a lawyer in North Carolina who represents troubled borrowers, says
that he routinely sees lenders pursue borrowers for additional money after their
bankruptcies have been discharged and the courts have determined that the default has
been cured and borrowers are current. Regarding the Hill matter, Mr. Gardner said: "The
real problem in my mind when reading the transcript is that Countrywide's lawyer could
not explain how this happened."
Exh p33/264
z May 15, 2009
Exhibit 2
Transcript of December 20, 2007 from
Case of Borrower Sharon Diane Hill
Exh p34/264
UNITED STATES BANKRUPTCY COURT
WESTERN DISTRICT OF PENNSYLVANIA
APPEARANCES:
Exh p35/264
2
APPEARANCES (Cont'd.):
Exh p36/264
3
17 seat. Now I know why you're here. All right. That's -- okay.
25 report and accounting was signed, and then when she started to
1 make payments on her own, Countrywide sent them back and said
2 that they wouldn't take them, because she was in default, and
4 started.
8 Puida about it, and she explained to me that there are three
11 plan.
15 and our carbon copy is to Ken Steidl at the new address where
17 that --
21 subsequent time?
25 property?
8 They're not the first letter that was sent. They're just --
10 letter. That's a letter that they don't have, and now they've
12 prior letter?
15 All of these letters were -- there are three of them, and they
19 in '05.
21 ahead.
24 to represent or offer?
13 two are recreation letters, too. It's not the same -- how do
15 reasons?
22 they allege that they actually sent these letters at one time,
25 that far.
4 said that she was kind enough to lower what she want -- what
7 there. You said that there was a final -- after the Trustee
8 filed its final account and report and a discharge order was --
19 Honor.
7 there might be other payments that didn't get knocked down, and
10 so we could see --
13 that an --
17 THE COURT: I'm not sure what -- all right. Tell me.
19 involve this matter and nine other cases, that this particular
23 settled. Are you now backing off a settlement, or did you ever
2 approval, she did not want it. She didn't want a settlement.
3 She --
19 comfortable standing. Make sure you bend over and talk into
23 comfortable.
25 were never held out to be letters that were sent notifying any
9 prove that they had been sent. They were merely showing what
10 the breakdown was of the PMI and escrow at those various points
11 in time.
20 Why would you -- when did you disclose that these letters were
23 the event?
9 were being sent to him just showing what the case status was at
10 the time the discharge was entered, what the status is now, and
14 want you to be totally candid with me, because I'm going to ask
3 checked his file, and I had told him, well, you wouldn't have,
4 because this was -- these were not sent out. It's just drawing
9 point of the letters was to show what the payment changes were
24 the --
7 Julie Steidl said they never had the acceptance of the debtor.
11 that?
16 issue?
23 the miscellaneous matter, and the issues that were told to the
17 couldn't proceed.
21 consent order here. But I see that we're not even close to
24 Court as to the pending issues. Mr. Ross, did you have any
6 which -- I believe it's 203 with the 293 cases. That was the
15 of issues.
24 information that Your Honor may wish to have from the file.
2 let the one lawyer, and Mr. Ross, you're the man. Go ahead.
10 injunction violation.
15 believes that or knows that these three checks have been lost.
16 Two -- checks have been lost twice. There's been a third check
19 question --
3 mind -- and I'm not as close to it as you, but the two seem to
4 be unrelated.
12 that Ms. Steidl has referenced, what I'd like to bring to the
16 received those letters. Your Honor, the 293 cases are about
24 letter, 2007?
2 then. I'm wrong. I thought it was 2003 and 2005, but maybe
7 Mr. Ross.
1 we believe that the debtor has the right and it really makes
2 sense with what we've -- what the Court has learned today.
6 being told here about these recreations and what the purpose is
9 perception that notices were timely sent. But maybe there is,
14 what escrow was received and payments during the course of the
15 bankruptcy, what was paid out, what difference between the two
16 there may have been. The letters again were never offered as
23 these letters, you couldn't respond. You could not answer, and
24 I can appreciate that, and that's just more reason why there
16 * * * * *
17 CERTIFICATION
22
Exhibit 3
Pacer Docket of Case of Borrower
Sharon Diane Hill
Exh p56/264
5/15/2009 Pawb LIVE Database Area CM/ECF-B…
DISCHARGED, REOPENED
Kenneth Steidl
Steidl & Steinberg
Suite 2830 Gulf Tower
707 Grant Street
Pittsburgh, PA 15219
412-391-8000
Email: jsteidl1356@hotmail.com
Robert O Lampl
960 Penn Avenue, Suite 1200
Pittsburgh, PA 15222
412-392-0330
Fax : 412-392-0335
Email: rol@lampllaw.com
Patrick S. Layng
Executive Office for U.S. Trustees
219 S. Dearbord St.
Suite 873
Chicago, IL 60604
(312)353-9297
Fax : (312)886-5794
Email: PAT.S.Layng@usdoj.gov
ecf.pawb.uscourts.gov/…/DktRpt.pl?… 5/64
Exh p61/264
5/15/2009 Pawb LIVE Database Area CM/ECF-B…
ecf.pawb.uscourts.gov/…/DktRpt.pl?… 10/64
Exh p66/264
5/15/2009 Pawb LIVE Database Area CM/ECF-B…
Hearing Held on 9/19/2007. Order entered setting continued
hearing. (RE: related document(s): 59 Motion to Enforce filed by
09/20/2007 80 Debtor Sharon Diane Hill). (mmck, ) (Entered: 09/20/2007)
ecf.pawb.uscourts.gov/…/DktRpt.pl?… 11/64
Exh p67/264
5/15/2009 Pawb LIVE Database Area CM/ECF-B…
ecf.pawb.uscourts.gov/…/DktRpt.pl?… 16/64
Exh p72/264
5/15/2009 Pawb LIVE Database Area CM/ECF-B…
Transcript from J & J Court Transcribers of Hearing Held on
09/19/07 (RE: related document(s): 119 Transcript Request filed
01/25/2008 124 by Attorney Norma Hildenbrand). (cyou, ) (Entered: 01/25/2008)
ecf.pawb.uscourts.gov/…/DktRpt.pl?… 19/64
Exh p75/264
5/15/2009 Pawb LIVE Database Area CM/ECF-B…
Hill). (Attachments: # 1 Certificate of Service) (Ross, David)
02/13/2008 148 (Entered: 02/13/2008)
ecf.pawb.uscourts.gov/…/DktRpt.pl?… 22/64
Exh p78/264
5/15/2009 Pawb LIVE Database Area CM/ECF-B…
Response to the Chapter 13 Trustee's Motion for Leave to Join
Debtor's Amended Motion to Enforce Discharge Regarding the
Hearing on no hearing date scheduled. Filed by Countrywide Home
Loan, Inc. (RE: related document(s): 165 Motion to Enforce filed
by Debtor Sharon Diane Hill, 170 Motion filed by Trustee Ronda
J. Winnecour, 59 Motion to Enforce filed by Debtor Sharon Diane
03/24/2008 172 Hill). (Davis, Dorothy) (Entered: 03/24/2008)
ecf.pawb.uscourts.gov/…/DktRpt.pl?… 23/64
Exh p79/264
5/15/2009 Pawb LIVE Database Area CM/ECF-B…
of Bankruptcy Procedure 9006(b) Filed by U.S. Trustee Office
of the U.S. Trustee. (Attachments: # 1 Proposed Order) (on Behalf
of the United States Trustee by, Norma Hildenbrand,) (Entered:
04/04/2008 179 04/04/2008)
ecf.pawb.uscourts.gov/…/DktRpt.pl?… 26/64
Exh p82/264
5/15/2009 Pawb LIVE Database Area CM/ECF-B…
ecf.pawb.uscourts.gov/…/DktRpt.pl?… 29/64
Exh p85/264
5/15/2009 Pawb LIVE Database Area CM/ECF-B…
ecf.pawb.uscourts.gov/…/DktRpt.pl?… 31/64
Exh p87/264
5/15/2009 Pawb LIVE Database Area CM/ECF-B…
ecf.pawb.uscourts.gov/…/DktRpt.pl?… 32/64
Exh p88/264
5/15/2009 Pawb LIVE Database Area CM/ECF-B…
SECOND CORRECTIVE ENTRY: THE APPLICANT ON
THE MOTION IS DIFFERENT THAN THE APPLICANT IN
THE ENTRY. THE MOTION MUST BE REFILED TO
INCLUDE THE CORRECT PDF, AND A PROPOSED
ORDER. (RE: related document(s): 240 Motion to Appear pro hac
vice, filed by Attorney Francis X. Manning). (dric ) (Entered:
07/15/2008 247 07/15/2008)
ecf.pawb.uscourts.gov/…/DktRpt.pl?… 34/64
Exh p90/264
5/15/2009 Pawb LIVE Database Area CM/ECF-B…
Hearing on Final Fees and Expenses Application Filed on Behalf of
Calaiaro & Corbett, P.C. Filed by Debtor Sharon Diane Hill (RE:
related document(s): 260 Application for Compensation, filed by
Debtor Sharon Diane Hill). Hearing scheduled for 8/11/2008 at
10:00 AM p04 Courtroom D, 54th Floor, U.S. Steel Tower,
Pittsburgh for 260 ,. Responses due by 8/4/2008. (Calaiaro,
07/21/2008 261 Donald) (Entered: 07/21/2008)
ecf.pawb.uscourts.gov/…/DktRpt.pl?… 41/64
Exh p97/264
5/15/2009 Pawb LIVE Database Area CM/ECF-B…
Trustee. (Attachments: # 1 Proposed Order) (on Behalf of the
United States Trustee by, Norma Hildenbrand,) (Entered:
10/07/2008 315 10/07/2008)
ecf.pawb.uscourts.gov/…/DktRpt.pl?… 50/64
Exh p106/264
5/15/2009 Pawb LIVE Database Area CM/ECF-B…
BNC Certificate of Mailing - PDF Document. (RE: related
document(s): 372 Order on Motion to Compel). Service Date
11/12/2008 374 11/12/2008. (Admin.) (Entered: 11/13/2008)
ecf.pawb.uscourts.gov/…/DktRpt.pl?… 52/64
Exh p108/264
5/15/2009 Pawb LIVE Database Area CM/ECF-B…
Order Signed 22nd day of December, 2008, Movant having filed a
Motion for Protective Order by Roberta A. DeAngelis Acting
United States Trustee for Region 3 to Goldbeck McCafferty &
McKeever and Leslie Puida Revised Notice of Deposition to
United States Trustee ("Motion"), it is HEREBY ORDERED,
ADJUDGED and DECREED as follows: (1) On or before
DECEMBER 31, 2008, Respondent Countrywide Home Loans,
Inc. shall serve a Notice of Deposition on the United States Trustee
in the event Countrywide still Seeks to take the deposition of a
representative of the UST, a possibility contemplated by the Order
of November 10, 2008, Document No. 372. (2) On or Before
JANUARY 7, 2009, Respondents Goldbeck McCafferty &
McKeever and Leslie Puida shall file their Response to the Motion.
(3) In the event Countrywide serves a Notice of Deposition on the
UST pursuant to Paragraph 1 of this ORDER, and if the UST
seeks to cntest such Notice of Deposition, it shall do so by filing an
appropriate motion for protective order ON OR BEFORE
JANUARY 7, 2009. (4) ON OR BEFORE JANUARY 17,
2009, in the event the UST files a Motion pursuant to Paragraph 3
of this ORDER, Countrywide shall file its Response thereto. (5) A
hearing on the MOTION together with a hearing on any other
motion filed by the UST pursuant to Paragraph 3 of this Order shall
be held on JANUARY 26, 2009 AT 1:30 P.M.. Hearing on (RE:
related document(s): 372 Order on Motion to Compel, 373 Order
on Motion to Compel, 384 Motion for Protective Order filed by
U.S. Trustee Office of the U.S. Trustee).Hearing scheduled for
1/26/2009 at 01:30 PM at p04 Courtroom D, 54th Floor, U.S.
Steel Tower, Pittsburgh. cm: Norma Hildenbrand, Esq., Dorothy
12/23/2008 389 Davis, Esq., John Buss, Jr., Esq. (iwen) (Entered: 12/23/2008)
ecf.pawb.uscourts.gov/…/DktRpt.pl?… 60/64
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Exh p120/264
z May 15, 2009
Exhibit 4
Exh p122/264
Case 2:08-cv-01550-VAP-CW Document 31 Filed 04/02/2008 Page 12 of 59
Exh p123/264
Case 2:08-cv-01550-VAP-CW Document 31 Filed 04/02/2008 Page 13 of 59
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Case 2:08-cv-01550-VAP-CW Document 31-2 Filed 04/02/2008 Page 1 of 26
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Exh p192/264
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Exh p193/264
z May 15, 2009
Exhibit 5
May 12, 2009 Pacer docket
Case of Borrower Parsley, Houston, TX
Exh p194/264
5/12/2009 BK CM/ECF LIVE - US Bankruptcy Co…
PlnDue, DUPFILER
Trustee
David G Peake
Chapter 13 Trustee
9660 Hillcroft
Suite 430
Houston, TX 77096-3856
713-283-5400
ecf.txsb.uscourts.gov/…/DktRpt.pl?2… 2/33
Exh p196/264
5/12/2009 BK CM/ECF LIVE - US Bankruptcy Co…
10/24/2005 6 Initial Order for Chapter 13 Case. (Entered: 10/24/2005)
Motion for Relief from Stay . Receipt Number cc, Fee Amount
$150. Filed by Creditor Countrywide Home Loans, Inc. Hearing
scheduled for 1/23/2007 at 09:00 AM at Houston, Courtroom 600
(JB). (Attachments: # 1 Proposed Order # 2 Exhibit Deed of
Trust# 3 Exhibit Payment History) (Sanov, Felicia) (Entered:
12/29/2006 26 12/29/2006)
Motion to Appear pro hac vice for David A. Ortiz. Filed by U.S.
03/02/2007 39 Trustee US Trustee (Statham, Stephen) (Entered: 03/02/2007)
ecf.txsb.uscourts.gov/…/DktRpt.pl?2… 9/33
Exh p203/264
5/12/2009 BK CM/ECF LIVE - US Bankruptcy Co…
Notice of Examination - McCalla Raymer Representative. Filed
05/29/2007 71 by US Trustee (Statham, Stephen) (Entered: 05/29/2007)
ecf.txsb.uscourts.gov/…/DktRpt.pl?2… 10/33
Exh p204/264
5/12/2009 BK CM/ECF LIVE - US Bankruptcy Co…
Emergency Motion Joinder in Request For Emergency Hearing
On Barrett Burke's Response To Motion Of The United States
Trustee For Continuance Of Hearing Filed by Interested Party
McCalla Raymer, LLC (Attachments: # 1 Proposed Order)
06/01/2007 82 (Kramer, Lynn) (Entered: 06/01/2007)
ecf.txsb.uscourts.gov/…/DktRpt.pl?2… 15/33
Exh p209/264
5/12/2009 BK CM/ECF LIVE - US Bankruptcy Co…
Notice of Intent to Conduct Examination of Walter Thurmond.
06/14/2007 131 Filed by US Trustee (Statham, Stephen) (Entered: 06/14/2007)
ecf.txsb.uscourts.gov/…/DktRpt.pl?2… 17/33
Exh p211/264
5/12/2009 BK CM/ECF LIVE - US Bankruptcy Co…
Order Granting Motion to Appear by Telephone (Related Doc #
07/13/2007 154 153 ) Signed on 7/13/2007. (kosb, ) (Entered: 07/13/2007)
ecf.txsb.uscourts.gov/…/DktRpt.pl?2… 18/33
Exh p212/264
5/12/2009 BK CM/ECF LIVE - US Bankruptcy Co…
Order Sealing The Transcript of the July 13, 2007 Hearing On The
Emergency Motion For Protective Order, For Order Quashing
2004 Examination Notice of Countrywide Home Loans, Inc.
Through a Corporate Representative, and For Order Quashing
07/17/2007 161 2004 7/17/2007. Doc # 159 (jgon, ) (Entered: 07/17/2007)
ecf.txsb.uscourts.gov/…/DktRpt.pl?2… 22/33
Exh p216/264
5/12/2009 BK CM/ECF LIVE - US Bankruptcy Co…
Notice of Return of Service on Subpoena issued to Cedric
Morris. Filed by US Trustee (Statham, Stephen) (Entered:
07/27/2007 197 07/27/2007)
ecf.txsb.uscourts.gov/…/DktRpt.pl?2… 26/33
Exh p220/264
5/12/2009 BK CM/ECF LIVE - US Bankruptcy Co…
ecf.txsb.uscourts.gov/…/DktRpt.pl?2… 28/33
Exh p222/264
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Exh p224/264
5/12/2009 BK CM/ECF LIVE - US Bankruptcy Co…
Transcript RE: Closing Arguments held on 12/12/2007 before
Judge Jeff Bohm. Transcript is available for viewing in the office of
12/14/2007 244 the clerk fileroom. Filed by (thud, ) (Entered: 12/14/2007)
Order On Show Cause Orders of February 12, 2007 and May 18,
03/05/2008 249 2007. Signed on 3/5/2008 (rste, ) (Entered: 03/05/2008)
ecf.txsb.uscourts.gov/…/DktRpt.pl?2… 31/33
Exh p225/264
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Exh p226/264
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Exh p227/264
z May 15, 2009
Exhibit 6
April 23, 2009 Cuomo letter to
U.S. Congress
Exh p228/264
5/15/2009 Text of Cuomo letter on Merrill Lync…
NEW YORK (M arketWatch) - New York Attorney General Andrew Cuomo released the
following letter he wrote on Thursday to Sen. Chris Dodd, Rep. Barney Frank, SEC
Chairwoman M ary Schapiro, and Congressional Oversight Panel Chairwoman Elizabeth
Warren about his investigation into Bank of America's (BAC 10.67, -0.64, -5.66%) merger with
M errill Lynch.
I am writing regarding our investigation of the events surrounding Bank of America's merger with
Merrill Lynch late last year. Because you are the overseers and regulators of the Troubled Asset
Relief Program ("TARP"), the banking industry, and the Treasury Department, we are informing you
of certain results of our investigation. As you will see, while the investigation initially focused on huge
fourth quarter bonus payouts, we have uncovered facts that raise questions about the transparency
of the TARP program, as well as about corporate governance and disclosure practices at Bank of
America. Because some matters relating to our investigation involve federal agencies and high-
ranking federal officials charged with managing the TARP program, we believe it is important to
inform the relevant federal bodies of our current findings. We have attached relevant documents to
this letter for your review.
On September 15, 2008, Merrill Lynch entered into a merger agreement with Bank of America. The
merger was negotiated and due diligence was conducted over the course of a tumultuous
September 13-14 weekend. Time was of the essence for Merrill Lynch, as the company was not likely
to survive the following week without a merger. The merger was approved by shareholders on
December 5, 2008, and became effective on January 1, 2009.
The week after the shareholder vote -and days after Merrill Lynch set its bonuses Merrill Lynch
quickly and quietly booked billions of dollars of additional losses. Merrill Lynch's fourth quarter 2008
losses turned out to be $7 billion worse than it had projected prior to the merger vote and finalizing
its bonuses. These additional losses, some of which had become known to Bank of America
executives prior to the merger vote, were not disclosed to shareholders until mid-January 2009, two
weeks after the merger had closed on January 1, 2009.
On Sunday, December 14, 2008, Bank of America's CFO advised Ken Lewis, Bank of America's
CEO, that Merrill Lynch's financial condition had seriously deteriorated at an alarming rate. Indeed,
Lewis was advised that Merrill Lynch had lost several billion dollars since December 8, 2008. In six
days, Merrill Lynch's projected fourth quarter losses skyrocketed from $9 billion to $12 billion, and
fourth quarter losses ultimately exceeded $15 billion.
Immediately after learning on December 14, 2008 of what Lewis described as the "staggering
amount of deterioration" at Merrill Lynch, Lewis conferred with counsel to determine if Bank of
America had grounds to rescind the merger agreement by using a clause that allowed Bank of
America to exit the deal if a material adverse event ("MAC") occurred. After a series of internal
consultations and consultations with counsel, on December 17, 2008, Lewis informed then-Treasury
Secretary Henry Paulson that Bank of America was seriously considering invoking the MAC clause.
Paulson asked Lewis to come to Washington that evening to discuss the matter.
At a meeting that evening Secretary Paulson, Federal Reserve Chairman Ben Bernanke, Lewis,
Bank of America's CFO, and other officials discussed the issues surrounding invocation of the MAC
clause by Bank of America. The Federal officials asked Bank of America not to invoke the MAC until
there was further consultation. There were follow-up calls with various Treasury and Federal
Reserve officials, including with Treasury Secretary Paulson and Chairman Bernanke. During those
meetings, the federal government officials pressured Bank of America not to seek to rescind the
merger agreement. We do not yet have a complete picture of the Federal Reserve's role in these
matters because the Federal Reserve has invoked the bank examination privilege.
Bank of America's attempt to exit the merger came to a halt on December 21, 2008. That day, Lewis
informed Secretary Paulson that Bank of America still wanted to exit the merger agreement.
According to Lewis, Secretary Paulson then advised Lewis that, if Bank of America invoked the MAC,
its management and Board would be replaced:
"[W]e wanted to follow up and he said, 'I'm going to be very blunt, we're very supportive on Bank of
America and we want to be of help, but' --as I recall him saying "the government," but that mayor may
not be the case -"does not feel it's in your best interest for you to call a MAC, and that we feel so
strongly," --I can't recall if he said "we would remove the board and management if you called it" or if
he said "we would do it if you intended to." I don't remember which one it was, before or after, and I
said, "Hank, let's deescalate this for a while. Let me talk to our board." And the board's reaction was
f "Th t th t k d it Th t ld b t i i k""
marketwatch.com/story/story/print?… 1/3
Exh p229/264
5/15/2009 Text of Cuomo letter on Merrill Lync…
of "That threat, okay, do it. That would be systemic risk." "
In an interview with this Office, Secretary Paulson largely corroborated Lewis's account. On the issue
of terminating management and the Board, Secretary Paulson indicated that he told Lewis that if
Bank of America were to back out of the Merrill Lynch deal, the government either could or would
remove the Board and management. Secretary Paulson told Lewis a series of concerns, including
that Bank of America's invocation of the MAC would create systemic risk and that Bank of America
did not have a legal basis to invoke the MAC (though Secretary Paulson's basis for the opinion was
entirely based on what he was told by Federal Reserve officials).
Secretary Paulson's threat swayed Lewis. According to Secretary Paulson, after he stated that the
management and the Board could be removed, Lewis replied, "that makes it simple. Let's
deescalate." Lewis admits that Secretary Paulson's threat changed his mind about invoking that MAC
clause and terminating the deal.
Secretary Paulson has informed us that he made the threat at the request of Chairman Bernanke.
After the threat, the conversation between Secretary Paulson and Lewis turned to receiving
additional government assistance in light of the staggering Merrill Lynch losses.
Lewis spoke with individual Board members after his conversation with Secretary Paulson. The next
day, December 22, 2008, the Board met and was advised of Lewis's decision not to invoke the MAC.
The minutes of that meeting listed the key points of Lewis's calls with Secretary Paulson and
Chairman Bernanke:
"(i) first and foremost, the Treasury and Fed are unified in their view that the failure of the
Corporation to complete the acquisition of Merrill Lynch would result in systemic risk to the financial
system in America and would have adverse consequences for the Corporation; (ii) second, the
Treasury and Fed state strongly that were the Corporation to invoke the material adverse change
("MAC") clause in the merger agreement with Merrill Lynch and fail to close the transaction, the
Treasury and Fed would remove the Board and management of the Corporation; (iii) third, the
Treasury and Fed have confirmed that they. will provide assistance to the Corporation to restore
capital and to protect the Corporation against the adverse impact of certain Merrill Lynch assets: and
(iv) fourth, the Fed and Treasury stated that the investment and asset protection promised could not
be provided or completed by the scheduled closing date of the merger, January 1, 2009; that the
merger should close as scheduled, and that the Corporation can rely on the Fed and Treasury to
complete and deliver the promised support by January 20, 2009, the date scheduled for the release
of earnings by the Corporation. "
The Board Minutes further state that the "Board clarify[ied] that is [sic] was not persuaded or
influenced by the statement by the federal regulators that the Board and management would be
removed by the federal regulators if the Corporation were to exercise the MAC clause and failed to
complete the acquisition of Merrill Lynch."
Another Board meeting was held on December 30, 2008. The minutes of that meeting stated that
"Mr. Lewis reported that in his conversations with the federal regulators regarding the Corporation's
pending acquisition of Merrill Lynch, he had stated that, were it not for the serious concerns
regarding the status of the United States financial services system and the adverse consequences of
that situation to the Corporation articulated by the federal regulators (the "adverse situation"), the
Corporation would, in light of the deterioration of the operating results and capital position of Merrill
Lynch, assert the material adverse change clause in its merger agreement with Merrill Lynch and
would seek to renegotiate the transaction."
Despite the fact that Bank of America had determined that Merrill Lynch's financial condition was so
grave that it justified termination of the deal pursuant to the MAC clause, Bank of America did not
publicly disclose Merrill Lynch's devastating losses or the impact it would have on the merger. Nor
did Bank of America disclose that it had been prepared to invoke the MAC clause and would have
done so but for the intervention of the Treasury Department and the Federal Reserve.
Lewis testified that the question of disclosure was not up to him and that his decision not to disclose
was based on direction from Paulson and Bernanke: "I was instructed that 'We do not want a public
disclosure. '"
Secretary Paulson, however, informed this Office that his discussions with Lewis regarding disclosure
concerned the Treasury Department's own disclosure obligations. Prior to the closing of the deal,
Lewis had requested that the government provide a written agreement to provide additional TARP
funding before the close of the Merrill Lynch/Bank of America merger. Secretary Paulson advised
Lewis that a written agreement could not be provided without disclosure.
Lewis testified that there was no discussion with the Board about disclosure to shareholders.
However, on the night of December 22, 2008, Lewis emailed the Board, "I just talked with Hank
Paulson. He said that there was no way the Federal Reserve and the Treasury could send us a letter
of any substance without public disclosure which, of course, we do not want." The December 30
Board meeting minutes further reflect that Bank of America was trying to time its disclosure of Merrill
Lynch's losses to coincide with the announcement of its earnings in January and the receipt of
additional TARP funds: "Mr. Lewis concluded his remarks by stating that management will continue to
work with the federal regulators to transform the principles that have been discussed into an
appropriately documented commitment to be codified and implemented in conjunction with the
Corporation's earning [sic] release on January 20, 2009."
It also bears noting that while no public disclosures were made by Bank of America, Lewis admitted
that Bank of America's decision not to invoke the MAC clause harmed any shareholder with less than
a three year time horizon:
marketwatch.com/story/story/print?… 2/3
Exh p230/264
5/15/2009 Text of Cuomo letter on Merrill Lync…
a three year time-horizon:
"Q. Wasn't Mr. Paulson, by his instruction, really asking Bank of America shareholders to take a
good part of the hit of the Merrill losses?
"A. What he was doing was trying to stem a financial disaster in the financial markets, from his
perspective.
"Q. From your perspective, wasn't that one of the effects of what he was doing?
"A. Over the short term, yes, but we still thought we had an entity that filled two big strategic holes for
us and over long term would still be an interest to the shareholders.
Notably, during Bank of America's important communications with federal banking officials in late
December 2008, the lone federal agency charged with protecting investor interests, the Securities
and Exchange Commission, appears to have been kept in the dark. Indeed, Secretary Paulson
informed this Office that he did not keep the SEC Chairman in the loop during the discussions and
negotiations with Bank of America in December 2008.
As this crucial recovery process continues, it is important that taxpayers have transparency into
decision-making. It is equally important that investor interests are protected and respected. We hope
the information herein is useful to you in your federal regulatory and oversight capacities and we
remain ready to assist further in any way. We also note that we have been coordinating our inquiry
with the Special Inspector General for the Troubled Asset Relief Program, whose investigation also
remains open.
[Signed,]
Andrew M. Cuomo
cc: Neil Barofsky, Special Inspector General, Troubled Asset Relief Program
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marketwatch.com/story/story/print?… 3/3
Exh p231/264
z May 15, 2009
Exhibit 7
April 24, 2009, Gloabl Economic Trend Blog-
Let the criminal indictments begin: Paulson,
Bernanke,Lewis.
Exh p232/264
5/15/2009 Mish's Global Economic Trend Analy…
. Fr ida y , A pr il 2 4 , 2 0 0 9 .
New York State Attorney General Andrew Cuomo's letter to the SEC and Senate Banking
Committee on the Bank of America, Merrill Lynch Merger provides strong evidence of coercion
to commit securities fraud by former Treasury Secretary Paulson and Fed Chairman Ben Bernanke,
and actual securities fraud by Bank of America CEO Kenneth D. Lewis.
At issue is Lewis's decision to back away from the merger deal with Merrill Lynch on a MAC (material
adverse change) clause because of rapidly deteriorating conditions at Merrill Lynch. Here are a few
pertinent snips from Cuomo's letter.
Immediately after learning on December 14, 2008 of what Lewis described as the "staggering
amount of deterioration" at Merrill Lynch, Lewis conferred with counsel to determine if Bank of
America had grounds to rescind the merger agreement by using a clause that allowed Bank of
America to exit the deal if a material adverse event ("MAC") occurred. After a series of internal
consultations and consultations with counsel, on December 17, 2008, Lewis informed then-
Treasury Secretary Henry Paulson that Bank of America was seriously considering invoking
the MAC clause. Paulson asked Lewis to come to Washington that evening to discuss the
matter.
At a meeting that evening Secretary Paulson, Federal Reserve Chairman Ben Bernanke,
Lewis, Bank of America's CFO, and other officials discussed the issues surrounding
invocation of the MAC clause by Bank of America. The Federal officials asked Bank of
America not to invoke the MAC until there was further consultation. There were follow-up calls
with various Treasury and Federal Reserve officials, including with Treasury Secretary
Paulson and Chairman Bernanke. During those meetings, the federal government officials
pressured Bank of America not to seek to rescind the merger agreement. We do not yet have
a complete picture of the Federal Reserve's role in these matters because the Federal
Reserve has invoked the bank examination privilege.
Bank of America's attempt to exit the merger came to a halt on December 21, 2008. That day,
Lewis informed Secretary Paulson that Bank of America still wanted to exit the merger
agreement. According to Lewis, Secretary Paulson then advised Lewis that, if Bank of America
invoked the MAC, its management and Board would be replaced.
In an interview with this Office, Secretary Paulson largely corroborated Lewis's account. On
the issue of terminating management and the Board, Secretary Paulson indicated that he told
Lewis that if Bank of America were to back out of the Merrill Lynch deal, the government either
could or would remove the Board and management.
…blogspot.com/…/let-criminal-indict… 1/3
Exh p233/264
5/15/2009 Mish's Global Economic Trend Analy…
Secretary Paulson's threat swayed Lewis. According to Secretary Paulson, after he stated that
the management and the Board could be removed, Lewis replied, "that makes it simple. Let's
deescalate." Lewis admits that Secretary Paulson's threat changed his mind about invoking
that MAC clause and terminating the deal.
It's crystal clear from the letter that a strong case can be made that Paulson and Bernanke coerced
Lewis to carry out a merger agreement that was not in Bank of America's shareholders best interest.
Lewis arguably did so only to save his own job and the board.
I called this correctly at the time. Please consider M arket Votes "No Confidence" In Merrill, Bank
of America Merger.
“There was no pressure from regulators, absolutely no pressure,” said Mr Lewis, who
described the deal as “the strategic opportunity of a lifetime”. He said: “The first contact came
on Saturday morning and we put the transaction together in 48 hours. The instant we talked it
made sense.”
My Translation: "The pressure from the Fed was enormous. Anyone in their right mind knows
this deal makes no sense to Bank of America".
....
The moral of this story is: The strong swallow the weak until the strong become weak.
And so it was, the relatively strong was coerced to buy the pathetically weak.
I suspect Lewis he will be forced out as CEO whether he is indicted or not. Certainly he deserves to go.
The more serious issue is the appearance of coercion by Paulson and Bernanke.
Please note that Cuomo's letter states "In an interview with this Office, Secretary Paulson largely
corroborated Lewis's account. "
As far as I am concerned, Paulson just pleaded guilty. I do not care what Paulson's reasons were, no
one is above the law.
…blogspot.com/…/let-criminal-indict… 3/3
Exh p235/264
z May 15, 2009
Exhibit 8
January 8, 2008 NYT Report
Exh p236/264
Dl[;(tally SIQned by Joseph
ZW'lI.
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Date: 2008.01.09 01 ;Oot;4Q
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Joseph Zemik DMD PhD 2415 Samt George St Los f-eh7 CA ~10027 Fax' (801) '?9R¥091/ E'T181! j7 ~~' 3451~:~,~Grthlnk,nel
January 8,2008
"These letters are a smoking gun that something is not right in Denmark," Judge Agresti
said in a Dec. 20 hearing in Pittsburgh.
The emergence of the fabricated documents comes as Countrywide confronts a rising tide
of complaints from borrowers who claim that the company pushed them into risky loans.
The matter in Pittsburgh is one of 300 bankruptcy cases in which Countrywide's practices
have come under scrutiny in western Pennsylvania.
Judge Agresti said that discovery should proceed so that those involved in the case,
including the Chapter 13 trustee for the western district of Pennsylvania and the United
States trustee, could determine how Countrywide's systems might generate such
documents.
A spokesman for the lender, Rick Simon, said: "It is not CouIlt:ryvlide's policy to ereate or
'fabricate' any documents as evidence that they were sent if they had not been. We believe
it will be shown in further discovery that the Countrywide bankruptcy technician who
generated the documents at issue did so as an efficient way to convey the dates th.e escrow
analyses were done and the calculations of the payments as a result of the analyses."
The documents were generated in a case involving Sharon Diane Hill, a homeowner in
Monroeville, Pa. Ms. Hill filed for Chapter 13 bankruptcy protection in March 2001 to try
to save her home from foreclosure.
After meeting her mortgage obligations under the 6o-month bankruptcy plan, Ms" l-lill's
case was discharged and officially closed on March'9, 2007. C';ountrywide, the servicer on
Exh p237/264
• Page 2 January 9, Z008
her loan, did not object to the discharge; court records from that date show she was
current on her mortgage.
But one month later, Ms. Hill reeeived a notice of intention to foreclose from
Countrywide, stating that she was in d.efault and owed the company $4,166.
Court records show that the amount claimed by Countrywide was from the period during
which Ms. Hill was making regular payments under the auspices of the bankruptcy court.
They included "monthly charges" totaling $3,840 from November 2006 to April 2:007,
late charges of $128 and other charges of almost $200.
A lawyer representing Ms. Hill in her bankruptcy case, Kenneth Steidl, of Steidl and
Steinberg in Pittsburgh, wrote Countrywide a few weeks later stating that Ms. Hill had
been deemed current on her mortgage during the period in question. But in May,
Countrywide sent Ms. Hill another notice stating that her loan was delinquent and
demanding that she pay $4,715.58. Neither Mr. Steidl nor Julia Steidl, who has also
represented Ms. Hill, returned phone calls seeking comment.
Justifying Ms. Hill's arrears, Countrywide sent her lawyer copies of three letters on
company letterhead addressed to the homeowner, as well as to Mr. Steidl and Ronda J.
Winnecour, the Chapter 13 trustee for the western district of Pennsylvania.
The Countrywide letters were dated September 2003, October 2004 and March 2007
and showed changes in escrow requirements on Ms. Hill's loan. "This letter is to advise
you that the escrow requirement has changed per the escrow analysis completed today,"
each letter began.
But Mr. Steidl told the court he had never received the letters. Furthennore, he noticed
that his address on the first Countrywide letter was not the locahon of his office at the
time, but an address he moved to later. Neither did the Chapter 13 tnlstee's office have
any record of receiving the letters, court records show.
When Mr. Steidl discussed this with Leslie E. Puida, Countrywide's outside counsel on
the case, he said Ms. Puida told him that the letters had been "recreated" by Countrywide
to reflect the escrow discrepancies, the court transcript shows. During these discussions,
Ms. Puida reduced the amount that Countrywide claimed Ms. Hill owed to $1,500 from
$4,700.
Under questioning by the judge, Ms. Puida said that "a proeessor" at Countrywide had
generated the letters to show how the escrow discrepancies arose. "They were not offered
to prove that they had been sent," Ms. Puida said. But she cI180 said, under questioning
Exh p238/264
• Page 3 January 9, ~~008
from the court, that the letters did not carry a disclaimer indicating that they were not
actual correspondence or that they had never been sent.
"I just, I can't get over what I'm being told here about these recreations," Judge Agresti
said, "and what the purpose is or was and what was intended by them."
Ms. Hill's matter is one of 300 bankruptcy cases involving Countrywide that have come
under scrutiny by Ms. Winnecour, the Chapter 13 trustee in Pittsburgh. On Oct. 9, she
asked the court to sanction Countryvvide, contending that the company had lost or
destroyed more than $500,000 in checks paid by homem-vners in bankmptey from
December 2005 to April 2007.
Ms. Winnecour said in court filings that she was concerned that even as Countl)'\\'ide had
misplaced or destroyed the checks, it levied charges on the borrowers, including "late fees
and legal costs. A spokesman in her office said she would not eomment on the Hill case.
O. Max Gardner III, a lawyer in North Carolina who represents troubled borrowers, says
that he routinely sees lenders pursue borrowers for additional money after their
bankruptcies have been discharged and the courts have determined that the default has
been cured and borrowers are current. Regarding the Hill matter, Mr. Gardner said: "The
real problem in my mind when reading the transcript is that Countrywide's lawyer could
not explain how this happened."
Exh p239/264
z May 15, 2009
Exhibit 9
NTY News Report January 9, 2008
Exh p240/264
5/15/2009 Stocks Dive on Reports of New Ills - …
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Tim es Topics: Mortgages and the from AT&T, the nation’s largest- List. Free!
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Markets telephone company, and rumors that
Countrywide, the nation’s largest
mortgage company, might file for bankruptcy protection.
MOST POPULAR - BUSINESS
The Standard & Poor’s 500-stock index fell 1.84 percent, or 25.99 E-MAILED BLOGGED
points, to 1,390.19, its lowest close since March 5. 1 . Thriv ing Norway Prov ides an Econom ics Lesson
2 . Food Com panies Are Placing the Onus for Safety on
The Dow Jones industrial average declined 238.42 points, or 1.86 percent, to 12,589.07, Consum ers
while the Nasdaq composite index dropped 58.95 points, or 2.36 percent, to 2,440.51. 3 . Adv ertising: Angry Ads Seek to Channel
Consum er Outrage
Of the five trading days this year, the S.& P. has posted a gain in only one: Monday. It is 4. Six Insurers Nam ed to Get U.S. Taxpay er Aid
down 5.3 percent for the year and 11.2 percent since hitting a high on Oct. 9, meeting the 5. In the Hunt: Inv estors Pay Business Plans Little
technical definition of a market correction. Heed, Study Finds
6. Backlash: Wom en Bully ing Wom en at Work
In recent days, many investors have grown increasingly convinced that the problems in 7 . Chry sler Plans to Shut 1 in 4 of Its U.S. Dealers
the housing market will drive the economy into a recession and that efforts to revive it 8. In Sign of Industry Shift, a Legal Giant Loses 2 Top
Partners
through interest rate cuts or federal government policy may not be sufficient. (Investors in
9. Hulu Questions Count of Its Audience
the futures markets are betting that the Federal Reserve will cut its overnight interbank
1 0. Pfizer Will Prov ide Prescriptions for Free to Jobless
lending rate by half a point, to 3.75 percent, when it meets at the end of the month.)
Go to Complete List »
A statement by AT&T’s chief executive, Randall L. Stephenson, drew a strong response
from the market because it suggested the weakness in the economy might start hurting
profits of a broader range of companies than just financial firms, retailers and home
builders.
Technology shares in the S.& P., for instance, are down nearly 10 percent so far this year;
telecommunications stocks are down 5.8 percent.
“The market is certainly going to struggle in the first quarter and a half to two quarters as
the subprime thing continues to weigh on the economy,” said Bruce Bittles, chief
investment strategist at Robert W. Baird & Company. “And housing will likely not stabilize Weekend without Bernie
until the second half of the year.” ALSO IN BUSINESS »
Small businesses still need financing
Underscoring the uncertainty, President Bush, who had been more optimistic than many White papers 101
investors, told reporters at the White House that the problems in the housing market
would “take a while to work through.”
“I like the fundamentals, they look strong,” Mr. Bush said, “but there are new signals that
ADVERTISEMENTS
should cause concern.”
Paul McInnis
nytimes.com/2008/01/…/09stox.htm… 1/3
Exh p241/264
5/15/2009 Stocks Dive on Reports of New Ills - …
Paul McInnis
On Friday, the Labor Department reported that the unemployment rate jumped to 5
New Hampshire Hilltop Home on 96
percent in December, from 4.7 percent. On Tuesday, the National Association of Realtors
Acres Selling at Auction
said its index of pending home sales, which tracks signings of sales contracts, fell 2.6
percent in November after increasing for much of the fall. Recent data on manufacturing
has also indicated slowing growth.
Shares of Countrywide fell $2.17, or 28.4 percent, to $5.47, after the company issued a
statement that said there was “no substance to the rumor that Countrywide is planning to
file for bankruptcy.” The company has been dogged by rising defaults and foreclosures; its
stock fell nearly 79 percent last year.
Shares of AT&T fell 4.6 percent, or $1.87, to $39.16, their biggest decline in nearly five
years. Speaking at an investment conference, Mr. Stephenson said AT&T was seeing
“softness” in its broadband and traditional home phone businesses. The cellphone and
corporate units, however, were continuing to grow, he said, according to Bloomberg
News.
It is unclear how much of the problems in the company’s consumer business stem from
the economy. Consumers have been ditching home phone lines for several years in favor
of cellphones and competing services provided by cable and Internet-based companies.
“The fears are real, and we can’t just ignore them,” said Marc D. Stern, chief investment
officer at Bessemer Trust. “But we would argue that investors are missing the bigger
picture right now.”
One indication of fear is the price of gold, long considered a safe haven. On Tuesday, gold
futures increased 2 percent, to $880.30 a troy ounce. Gold is up 5.1 percent for the year
and 38 percent since the end of 2006. Crude oil prices closed up $1.24, or 1.2 percent, to
$96.33 a barrel.
Bond prices rose again on Tuesday. The price of the 10-year note was up 14/32, to 103
26/32. Its yield, which moves in the opposite direction from the price, dipped to 3.78
percent, from 3.83 percent Monday.
Tips
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Past Coverage
Wall Street Hesitant Before Jobs Report (January 4 , 2 008)
U.S. Clears Sale of a Stake in Nasdaq (January 1 , 2 008)
Stock Exchanges Are in Talks To Buy Stake in Taiwan Board (January 1 , 2 008)
Stocks Slip, Ending Year Of Turm oil (January 1 , 2 008)
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Exh p242/264
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Exh p243/264
z May 15, 2009
Exhibit 10
January 11, 2008, AM, Herb
Greenberg's MarketBlog
Exh p244/264
5/15/2009 Herb Greenberg » Blog Archive » Th…
Now we know. Based on the implied price of the deal, which is around $7, give or take, this is a take-
under.
1. The Fed is behind the deal. (Today’s thought: It’s as likely as yesterday.)
2. The Fed is behind the deal because the rumors yesterday of a near bankruptcy were probably true.
(Based on the price, it would appear more evident than ever.)
3. As part of the deal, the government likely agrees to guarantee BofA against Countrywide-related
losses. (There was nothing in the press release about that, so let’s give them the benefit of the
doubt and say BofA is shouldering all of the risk and at this price it believes the risk is worth the
reward.)
4. Lost in the in the noise yesterday was that Moody’s downgraded the ratings on 30 (count ‘em —
THIRTY!) tranches of Countrywide’s mortgage debt by more than a few notches. They did something
similar before American Home Mortgage filed for bankruptcy. (Remains as telling today as it was
yesterday.)
5. Investors bid the stock higher assuming a premium when it’s likely that BofA still needs to fully assess
the value of the assets before the deal’s full value will be known. (Speculators overshot on leak of the
takeover.)
6. Big question, of course, is what Countrywide investors will get. (Not as much as they expected. The
New York Times reported that Countrwide chief Angelo Mozilo never thought he’d get less than
$10.)
7. Rule of thumb with bankruptcies: Stocks often double on their way to zero. (There are exceptions to
every rule; this is one.)
8. BofA gets a free bank and a put to the government. (Make that a free thrift on the former; unclear
on the latter.)
And this note: I may be posting more insights here today. (It’s still early here; I’m just waking up!) The
blog will be “updated” to reflect the changes.
…marketwatch.com/…/the-real-stor… 1/20
Exh p245/264
z May 15, 2009
Exhibit 11
CNN News Report January 11, 2008
Exh p246/264
5/15/2009 BofA inks deal to buy Countrywide f…
Add redacted
Pow ered by
Countrywide rescue: $4
Add redacted
billion
In a widely expected move, Bank of America steps in
to buy one of the lenders hardest hit by the
mortgage crisis.
Countrywide Chairman and CEO Angelo Mozilo said the sale to Bank of America was the right move as his company has
endured ongoing fallout from the housing slump.
"We believe this is the right decision for our shareholders, customers and employees," Mozilo said in a statement.
The deal would extend Bank of America's reach in the mortgage business by making it the nation's largest lender.
Bank of America Chairman and CEO Kenneth Lewis suggested he was aware of the troubles that his firm was taking on, but
said acquiring Countrywide was a "rare opportunity" for his company.
"Countrywide presents a rare opportunity for Bank of America to add what we believe is the best domestic mortgage platform at
an attractive price and to affirm our position as the nation's premier lender to consumers," Lewis said in a statement.
Under the terms of the deal, shareholders of the Calabasas, Calif.-based Countrywide would receive 0.1822 of a share of Bank
of America stock in exchange for each share of Countrywide. Based on Thursday's closing prices, the deal values Countrywide
at $4 billion, or $7.16 a share, a 7.6 percent discount to where the stock closed.
"The size of the discount BofA was able to negotiate indicates how difficult this situation is," said Christopher Brendler,
managing director at Stifel Nicolaus & Co. "The discount indicates we're not out of the woods yet, with more problems still to
come."
Bank of America said it expected to generate $670 million in after-tax savings as a result and that the deal would not negatively
impact its earnings in 2008.
As part of the deal, Bank of America will absorb Countrywide's massive, albeit troubled loan portfolio. Last year, Countrywide
had $408 billion in mortgage originations in 2007 and serviced about 9 million loans worth $1.5 trillion.
The two companies said that they would work toward keeping troubled borrowers in their homes, but said they did not plan to
re-enter the subprime loan business.
…clickability.com/pt/cpt?action=cpt… 1/2
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5/15/2009 BofA inks deal to buy Countrywide f…
Countrywide essentially shut down its subprime lending operations last year to focus on originating loans that conform to
Fannie Mae and Freddie Mac guidelines, considered to be safe investments.
The proposed buyout, however, still faces approval from the boards of both companies, as well as federal regulators.
But analysts suspect the deal is unlikely to face any headwind from Washington since the Federal Deposit Insurance
Corporation, the government agency that guarantees consumer deposits, would likely have to order a bailout of Countrywide if
the situation at the company worsened.
"If this deal occurs, I believe it will have been shepherded by the bank regulators," said Punk, Ziegel & Co. analyst Richard
Bove wrote in a research note Friday.
During a conference call Friday morning, Lewis and Bank of America Chief Financial Officer Joe Price gave little insight as to
whether more buyouts were likely as a result of the buyout. Last year, Countrywide cut 12,000 as a result of its mortgage-
related woes.
They added, however, that they expected many senior executives at Countrywide would likely remain at Bank of America.
Lewis said he hoped that Countrywide's Mozilo, who co-founded the firm nearly 40 years ago, would stay until the buyout was
completed. Lewis said he would talk with Mozilo next week to see what his intentions were after that.
The two companies first paired up late last summer after Bank of America agreed to provide $2 billion in financing to
Countrywide in exchange for a 16 percent stake in the company.
At the time, Countrywide had been trying to cope with a worsening housing market and rising delinquencies and defaults,
especially among subprime mortgages given to customers with poor credit history. It had also been dealt a blow by the credit
crunch, which had dried up pools of funding.
Last October, Countrywide announced its first quarterly loss in 25 years, recording a $1.2 billion loss during the third quarter.
Executives said the loss represented the worst of the company's problems but predicted a quick return to profitability in 2008,
saying it had made necessary changes to market environment.
But the following months only proved more challenging for Countrywide. Countrywide reported rising delinquencies and
foreclosures within its loan portfolio in December, and had to deny rumors it was close to bankruptcy.
Talk of Bank of America buying the mortgage lender outright escalated earlier this week amid growing speculation that
Countrywide was on the verge of collapse.
Last year, Countrywide shares fell nearly 79 percent, making it the second worst performer in the S&P 500, a stock-market
index consisting of some of the largest U.S. companies.
Check the box to include the list of links referenced in the article.
…clickability.com/pt/cpt?action=cpt… 2/2
Exh p248/264
z May 15, 2009
Exhibit 12
BAC Entry from Wikipedia
Downloaded - May 15, 2009
Exh p249/264
5/15/2009 Bank of America - Wikipedia, the fre…
Bank of America
From Wikipedia, the free encyclopedia
See also: Banc of America Securities
en.wikipedia.org/…/Bank_of_America 1/15
Exh p250/264
5/15/2009 Bank of America - Wikipedia, the fre…
1.4 Merger of NationsBank Total equity ▲ US$146.803 billion[1]
and BankAmerica
Employees 171,587 (February 2009)
1.5 History since 2001
1.5.1 Acquisition of Website Bankofamerica.com
FleetBoston Financial (https://www.bankofamerica.com/)
1.5.2 Purchase of
MBNA
1.5.3 Divestiture of
operations in Brazil,
Chile and Uruguay
1.5.4 Purchase of US
Trust
1.5.5 Acquisition of
ABN AMRO North
America and LaSalle
Bank
1.5.6 Acquisition of
Countrywide Financial
1.5.7 Acquisition of
Merrill Lynch
2 Federal bailout
3 Bank of America divisions
3.1 Consumer
3.2 Corporate
3.3 Investment management
3.4 International operations
4 Board of Directors
5 Major Shareholders
6 Social responsibility
6.1 Diversity and inclusion
7 Controversies
8 Bank of America corporate
buildings
9 See also
10 References
11 Further reading
12 External links
Corporate history
Bank of Italy
The Bank of Italy was founded in San Francisco by Amadeo Giannini in 1904, based on catering to
immigrants. Amadeo was raised by the Fava/Stanghellini family when his father was shot while trying to
en.wikipedia.org/…/Bank_of_America 2/15
Exh p251/264
5/15/2009 Bank of America - Wikipedia, the fre…
collect on a $10.00 debt. When the 1906 San Francisco earthquake struck, Giannini was able to get all of
the deposits out of the bank building and away from the fires.
In 1922, Giannini established Bank of America and Italy in Italy by buying Banca dell'Italia Meridionale, itself
only established in 1918.
In the late 1920s, Giannini approached Orra E. Monnette, President and founder of Bank of America, Los
Angeles, about a merger between the two entities. The Los Angeles based bank had exhibited strong growth
throughout the 1920s, due in part to its success in developing an advanced branch banking system. The
merger was completed in early 1929 and took the name Bank of America. The combined company was
headed by Giannini with Monnette serving as co-Chair.
Growth in California
Giannini sought to build a national bank, expanding into most of the western states as well as into the
insurance industry, under the aegis of his holding company, Transamerica Corporation. The passage of the
Bank Holding Company Act of 1956, prohibited banks from owning non-banking subsidiaries such as
insurance companies. Bank of America and Transamerica were separated, with the latter company
continuing in the insurance business. However, federal banking regulators prohibited Bank of America's
interstate banking activity, and Bank of America's domestic banks outside California were forced into a
separate company that eventually became First Interstate Bancorp, which was acquired by Wells Fargo and
Company in 1996. It was not until the 1980s with a change in federal banking legislation and regulation that
Bank of America was again able to expand its domestic consumer banking activity outside California.
These technologies also allowed credit cards to be linked directly to individual bank accounts. In 1958, the
bank introduced the BankAmericard, which changed its name to VISA in 1975.[10] A consortium of other
California banks came up with Master Charge (now MasterCard) in order to compete with BankAmericard.
BankAmerica's next big acquisition came in 1992. The company acquired its California rival, Security Pacific
Corporation and its subsidiary Security Pacific National Bank in California and other banks in Arizona,
Idaho, Oregon and Washington (which Security Pacific had acquired in a series of acquisitions in the late
1980s). This was, at the time, the largest bank acquisition in history. Federal regulators, however, forced the
sale of Security Pacific's Washington subsidiary, Rainier Bank, as the combination of Seafirst and Rainier
would have given BankAmerica too large a share of the market in that state. The Rainier Bank branches
were divided and sold off to West One Bancorp (now U.S. Bancorp) and KeyBank.[11] Later that year,
BankAmerica expanded into Nevada by acquiring Valley Bank of Nevada.
In 1994, BankAmerica acquired the Continental Illinois National Bank and Trust Co. of Chicago, which had
become federally owned as part of the same oil industry debacle emanating from Oklahoma City's Penn
Square Bank, that had brought down numerous financial institutions including Seafirst. At the time, no bank
had the resources to bail out Continental, so the federal government operated the bank for nearly a decade.
Illinois at that time regulated branch banking extremely heavily, so Bank of America Illinois was a single-unit
bank until the 21st century. BankAmerica moved its national lending department to Chicago in an effort to
establish a financial beachhead in the region.
These mergers helped BankAmerica Corporation to once again become the largest U.S. bank holding
company in terms of deposits, but the company fell to second place in 1997 behind fast-growing
NationsBank Corporation, and to third in 1998 behind North Carolina's First Union Corp. In 1998,
BankAmerica was purchased by North Carolina-based NationsBank, and changed the headquarters to
Charlotte, North Carolina.
In 1997, BankAmerica lent D. E. Shaw & Co., a large hedge fund, $1.4bn so that the hedge fund would run
various businesses for the bank. However, D.E. Shaw suffered significant loss after the 1998 Russia bond
default. BankAmerica was acquired by NationsBank later that year in October.
The purchase of BankAmerica Corp. by the NationsBank Corporation was the largest bank acquisition in
history at that time. While the deal was technically a purchase of BankAmerica Corporation by NationsBank,
the deal was structured as merger with NationsBank renamed to Bank of America Corporation, and Bank
of America NT&SA, changing its name to Bank of America, N.A. as the remaining legal bank entity. The
bank still operates under Federal Charter 13044 which was granted to Giannini's Bank of Italy on March 1,
1927. However, SEC filings before 1998 are listed under NationsBank, not BankAmerica.
Following the US$64.8 billion acquisition of BankAmerica by NationsBank, the resulting Bank of America
had combined assets of US$570 billion, as well as 4,800 branches in 22 states. Despite the mammoth size of
the two companies, federal regulators insisted only upon the divestiture of 13 branches in New Mexico, in
towns that would be left with only a single bank following the combination. This is because branch
divestitures are only required if the combined company will have a larger than 25 percent FDIC deposit
market share in a particular state or 10 percent deposit market share overall.
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History since 2001
In 2001, Bank of America CEO and chairman Hugh McColl stepped down and named Ken Lewis as his
successor. Lewis's greater focus on financial discipline and efficiency contrasted greatly with the
expansionary mergers and acquisition strategy of his predecessor.
In 2004, Bank of America announced it would purchase Boston-based bank FleetBoston Financial for $47
billion in cash and stock.[12] By merging with Bank of America, all of its banks and branches were given the
Bank of America logo. At the time of merger, FleetBoston was the seventh largest bank in United States with
$197 billion in assets, over 20 million customers and revenue of $12 billion.[12]
Purchase of MBNA
On 30 June 2005, Bank of America announced it would purchase credit card giant MBNA for $35 billion in
cash and stock. The Federal Reserve Board gave final approval to the merger on 15 December 2005, and
the merger closed on 1 January 2006. The acquisition of MBNA provided Bank of America a leading credit
card issuer at home and abroad. The combined Bank of America Card Services organization, including the
former MBNA — had more than 40 million U.S. accounts and nearly $140 billion in outstanding balances.
Under Bank of America the operation was renamed FIA Card Services.
In May 2006, Bank of America and Banco Itaú (Investimentos Itaú S.A.) entered into an acquisition
agreement through which Itaú agreed to acquire BankBoston's operations in Brazil and was granted an
exclusive right to purchase Bank of America's operations in Chile and Uruguay. A deal was signed in August
2006 under which Itaú agreed to purchase Bank of America's operations in Chile and Uruguay. Prior to the
transaction, BankBoston's Brazilian operations included asset management, private banking, a credit card
portfolio, and small, middle-market, and large corporate segments. It had 66 branches and 203,000 clients in
Brazil. BankBoston in Chile had 44 branches and 58,000 clients and in Uruguay it had 15 branches. In
addition, there was a credit card company, OCA, in Uruguay, which had 23 branches. BankBoston N.A. in
Uruguay, together with OCA, jointly served 372,000 clients. While the BankBoston name and trademarks
were not part of the transaction, as part of the sale agreement, they cannot be used by Bank of America in
Brazil, Chile or Uruguay following the transactions. Hence, the BankBoston name has disappeared from
Brazil, Chile and Uruguay. The Itaú stock received by Bank of America in the transactions has allowed Bank
of America's stake in Itaú to reach 11.51%. Banco Boston do Brazil had been founded in 1947.
Purchase of US Trust
On 20 November 2006, Bank of America announced the purchase of The United States Trust Company for
$3.3 billion, from the Charles Schwab Corporation. US Trust had about $100 billion of Assets Under
Management and over 150 years of experience. The deal closed 1 July 2007.[13]
On September 14, 2007, Bank of America won approval from the Federal Reserve to acquire ABN
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AMRO N.A. and LaSalle Bank Corporation from Netherlands's ABN AMRO for $21 billion. With this
combination Bank of America will have 1.7 trillion in assets. A Dutch court blocked the sale until it was later
approved in July. The acquisition was completed on October 1, 2007.
The deal increased Bank of America's presence in Illinois, Michigan, and Indiana by 411 branches, 17,000
commercial bank clients, 1.4 million retail customers and 1,500 ATMs. Bank of America has become the
largest bank in the Chicago market with 197 offices and 14% of the deposit share, passing up JPMorgan
Chase.
LaSalle Bank and LaSalle Bank Midwest branches adopted the Bank of America name on 5 May 2008.[14]
On August 23, 2007 the company announced a $2 billion repurchase agreement for Countrywide Financial.
This purchase of preferred stock was arranged to provide a return on investment of 7.25% per annum and
provided the option to purchase common stock at a price of $18 per share.[15]
Following that initial investment, on January 11, 2008, Bank of America announced that they would buy
Countrywide Financial for $4.1 billion.[16] This acquisition, which closed on July 1, 2008, gave the bank a
substantial market share of the mortgage business, and access to Countrywide's expertise, technology, and
employees for servicing mortgages.[17] The acquisition was seen as preventing the potential of bankruptcy for
Countrywide. Countrywide, however, denied that it was close to bankruptcy. Countrywide provides
mortgage servicing for nine million mortgages valued at $1.4 trillion USD as of December 31, 2007.[18]
However, Countrywide is under FBI investigation due to possible fraud in home loans and mortgages,
therefore Bank of America states that by 2009 they will only be "officially" affiliated to Countrywide.[19]
On July 1, 2008, Bank of America Corporation completed its purchase of Countrywide Financial
Corporation. This purchase made it the USA's leading mortgage originator and servicer, controlling between
20 to 25 percent of the home loan market.[20] The deal was structured to merge Countrywide with the Red
Oak Merger Corporation, which Bank of America created as an independent subsidiary. It has been
suggested that the deal was structured this way to prevent a potential bankruptcy stemming from large losses
in Countrywide hurting the parent organization by keeping Countrywide bankruptcy remote.[21]
On September 15, 2008, Bank of America announced its intentions to purchase Merrill Lynch & Co., Inc. in
an all-stock deal worth approximately $ 50 billion, about 86% of the Bank of America stock price at close.
Merrill Lynch was at the time within days of collapse, and the acquisition effectively saved Merrill from
bankruptcy.[22] Around the same time Bank of America was reportedly also in talks to purchase Lehman
Brothers, however a lack of government guarantees caused the bank to abandon talks with Lehman.[23]
Lehman Brothers filed for bankruptcy the same day Bank of America announced its plans to acquire Merrill
Lynch.[24] This acquisition made Bank of America the largest financial services company in the world.[25]
Temasek Holdings, the largest shareholder of Merrill Lynch & Co., Inc., has become one of the largest
shareholders of Bank of America.[26]
Shareholders of both companies approved the acquisition on December 5, 2008, and the deal closed
January 1, 2009.[27]
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The Bank, in its January 16, 2009 earnings release, revealed massive losses at Merrill Lynch in the fourth
quarter, which necessitated an emergency government bailout of the Bank to keep it solvent. Merrill
recorded an operating loss of $21.5 billion in the quarter, mainly in its sales and trading operations, led by
Tom Montag. The Bank also disclosed it tried to abandon the deal in December after the extent of Merrill's
trading losses surfaced, but was compelled to complete the merger by the U.S. government. The Bank's
stock price sank to $7.18, its lowest level in 17 years, after announcing earnings and the Merrill mishap. The
market capitalization of Bank of America, including Merrill Lynch, was then $45 billion, less than the $50
billion it offered for Merrill just four months earlier, and down $108 billion from the merger announcement.
Federal bailout
Bank of America received US $20 billion in federal bailout from the US government through the TARP
program on 16 January 2009 and also got guarantee of US $118 billion in potential losses at the
company.[28] This was in addition to the $25 billion given to them in the Fall of 2008 through TARP. The
additional payment was part of a deal with the US government to preserve Bank of America's merger with
the troubled investment firm Merrill Lynch.[29] Since then, members of the US Congress have expressed
considerable concern about how this money has been spent, especially since some of the recipients have
been accused of mis-using the bailout money.[30] The Bank's CEO, Ken Lewis, was quoted as claiming "We
are still lending, and we are lending far more because of the TARP program." Members of the US House of
Representatives, however, were skeptical and quoted many anecdotes about loan applicants (particularly
small business owners) being denied loans and credit card holders facing stiffer terms on the debt in their
card accounts.
According to a March 15, 2009 article in The New York Times, Bank of America received an additional
$5.2 billion in government bailout money which was channeled through American International Group. [31]
Bank of America generates 90% of its revenues in its domestic market and continues to buy businesses in the
US. The core of Bank of America's strategy is to be the number one bank in its domestic market. It has
achieved this through key acquisitions.[32]
Consumer
Global Consumer and Small Business Banking (GC&SBB) is the largest division in the company, and deals
primarily with consumer banking and credit card issuance. The acquisition of FleetBoston and MBNA
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significantly expanded its size and range of services, resulting in about 51% of the company's total revenue in
2005. It competes directly with the retail banking divisions of Citigroup and JPMorgan Chase. The
GC&SBB organization includes over 6,100 retail branches and over 18,700 ATMs across the United
States.
Bank of America is a member of the Global ATM Alliance, a joint venture of several major international
banks that allows customers of the banks to use their ATM card or check card at another bank within the
Global ATM Alliance with no fees when traveling internationally. Other participating banks are Barclays
(United Kingdom), BNP Paribas (France), China Construction Bank (China), Deutsche Bank (Germany),
Santander Serfin (Mexico), Scotiabank (Canada) and Westpac (Australia and New Zealand).[33] This
feature is restricted to withdrawals using a debit card, though credit card withdrawals are still subject to cash
advance fees and foreign currency conversion fees. Additionally, some foreign ATMs use Smart Card
technology and may not accept non-Smart Cards.
Bank of America, N.A is a nationally chartered bank, regulated by the Office of the Comptroller of the
Currency, Department of the Treasury.
Corporate
Global Corporate and Investment Banking (GCIB), also known as Banc of America Securities LLC,
provides mergers and acquisitions advisory, underwriting, capital markets, as well as sales & trading in fixed
income and equities markets. Its strongest groups include Leveraged Finance, Syndicated Loans, and
mortgage-backed securities. It also has one of the largest research teams on Wall Street. Banc of America
Securities LLC is based in New York City, with major offices also located in Charlotte, Chicago, San
Francisco, Tokyo, Frankfurt, London, and Mumbai. Ken Lewis, the ambitious chief executive who
masterminded the bank's expansion into exotic new businesses including GCIB, bluntly ruled out any further
acquisitions in its investment banking division. "I've had all of the fun I can stand in investment banking at the
moment," he told analysts.
Investment management
Global Wealth and Investment Management manages assets of institutions and individuals. It is among the 10
largest U.S. wealth managers (ranked by private banking assets under management in accounts of $1 million
or more as of June 30, 2005). In July 2006, Chairman Ken Lewis announced that GWIM's total assets
under management exceeded $500 billion. GWIM has five primary lines of business: Premier Banking &
Investments (including Bank of America Investment Services, Inc.), The Private Bank, Family Wealth
Advisors, Columbia Management Group, and Banc of America Specialist.
Bank of America has recently spent $675 million building its US investment banking business and is looking
to become one of the top five investment banks worldwide. "Bank of America already has excellent
relationships with the corporate and financial institutions world. Its clients include 98% of the Fortune 500
companies in the US and 79% of the Global Fortune 500. These relationships, as well as a balance sheet that
most banks would kill for, are the foundations for a lofty ambition."[34]
Bank of America is currently constructing a massive new headquarters for its New York City operations.
The skyscaper will be located on 42nd Street and Avenue of the Americas, at Bryant Park, and will feature
state of the art, environmentally-friendly technology throughout its 1.2 million square feet (111,484 m²) of
office space. The building will be the headquarters for the company's investment banking division, and will
also host most of Bank of America's New York-based staff.
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International operations
In 2005, Bank of America acquired a 9% stake in China Construction Bank, China's second largest bank,
for $3 billion.[35] It represented the company's largest foray into China's growing banking sector. Bank of
America currently has offices in Hong Kong, Shanghai, and Guangzhou and is looking to greatly expand its
Chinese business as a result of this deal. In 2008 Bank of America was awarded Deal of the Year - Project
Finance Deal of the Year at the 2008 ALB Hong Kong Law Awards[36].
Bank of America has invested in India as an emerging market. Currently, Bank of America maintains
branches in Mumbai, Chennai, Calcutta, New Delhi and Bangalore. For the fiscal year ending March 31,
2006 Bank of America reported an 80% increase in net profit.[37]
Bank of America operated under the name BankBoston in many other Latin American countries, including
Brazil. In 2006, Bank of America sold all BankBoston's operations to Brazilian bank Banco Itaú, in
exchange for Itaú shares. The BankBoston name and trademarks were not part of the transaction and, as
part of the sale agreement, cannot be used by Bank of America. (That meant the extinction of the
BankBoston brand.)
Bank of America's Global Corporate and Investment Banking spans the Globe with divisions in United
States, Europe and Asia. The U.S. headquarters are located in New York, European headquarters are
based in London and Asia's headquarters are split between Singapore & Hong Kong.
Board of Directors
William Barnet III, Chairman, President and Chief Executive Officer, The Barnet Company
Frank P. Bramble Sr, Former Executive Officer, MBNA Corporation
John T. Collins, Chief Executive Officer, The Collins Group
Gary L. Countryman, Chairman Emeritus, Liberty Mutual Group
Tommy Franks, Retired General, United States Army
Charles K. Gifford, Former Chairman, Bank of America Corporation
Kenneth D. Lewis, President and Chief Executive Officer, Bank of America Corporation
Monica C. Lozano, Publisher and Chief Executive Officer of La Opinion
Walter E. Massey, Chairman, Bank of America Corporation, President Emeritus, Morehouse College
Thomas J. May, Chairman, President and Chief Executive Officer, NSTAR
Patricia E. Mitchell, President and Chief Executive Officer, The Paley Center for Media
Thomas M. Ryan, President and Chief Executive Officer, CVS Caremark Corporation
O. Temple Sloan, Jr., Chairman, General Parts International
Meredith R. Spangler, Trustee and Board Member
Robert L. Tillman, Chairman and CEO Emeritus, Lowe's
Jackie M. Ward, Retired Chairman/CEO, Computer Generation
Major Shareholders
Individuals Shares held
Kenneth D Lewis 2,372,260
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John A Thain 679,946
Bruce L Hammonds 504,429
Keith T Banks 336,371
Charles K Gifford 334,176
Social responsibility
In addition to its new eco-friendly office tower in Manhattan, Bank of America has pledged to spend billions
on commercial lending and investment banking for projects that it considers "green." The corporation, which
already supplied all of its employees with cash incentives to buy hybrid vehicles, is also helping its customers
be eco-friendly by rolling out a new credit card program in 2007 that would donate money to helping the
environment, as well as providing mortgage loan breaks for customers whose homes qualified as energy
efficient.[38]
Bank of America has also donated money to help health centers in Massachusetts[39] and made donations to
help homeless shelters in Miami.[40]
In 2004 the bank pledged $750 billion over a ten-year period for community development lending and
investment. The company had delivered more than $230 billion against a ten-year commitment of $350
billion made in 1998 to provide affordable mortgage, build affordable housing, support small business and
create jobs in disadvantaged neighborhoods.
Bank of America was named for the 19th year as one of the "100
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Bank of America was named for the 19th year as one of the 100
Best Companies for Working Mothers" in 2007 by Working Mother
magazine. In 2006 Bank of America was one of the first companies
inducted into Working Mother magazine's Hall of Fame.
IT Senior Management Forum (ITSMF) recognized Bank of America as the "2007 Organization of the
Year." This award is presented annually for leadership in the areas of developing and embracing a diverse
workforce.
National Black MBA Association awarded Bank of America the "2006 Company of the Year" for
recruiting, retaining and providing advancement opportunities for blacks in the workplace. It also recognized
Bank of America's Managing Director, Deputy Head of Global Investment Banking Lewis Warren, Jr. as
one of the "75 Most Powerful Blacks on Wall Street."
Bank of America was named the number one company for Hispanics by Hispanics Business Magazine in
2006. Latina Style continues to rank Bank of America in their Top 15 for its "50 Best Companies for
Latinas" which measures companies based on recruitment, retention and advancement opportunities for
Latinas.
Human Rights Campaign 2006 Corporate Equality Index gave Bank of America a 100% rating for its
support of gay, lesbian, bisexual and transgender associates.
Controversies
As is the case with many large corporations, some of Bank of America's corporate policies have been
controversial. Some policies, such as their overdraft fee policy, and their acceptance of the Matricula
Consular as an acceptable form of identification for account opening are widespread in the financial industry.
Other controversies have been more specific to Bank of America, such as its involvement in the bankruptcy
of the Italian food and dairy conglomerate Parmalat or its receipt of funds from the Troubled Asset Relief
Program. These controversies generate a great deal of media attention from critics on all points of the
political spectrum.
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Bank of America Center in Boise, ID
Bank of America Tower in Phoenix, AZ
Bank of America Center in Los Angeles, CA
555 California Street, formerly the Bank of America Center, in
San Francisco, CA
Bank of America Tower in Jacksonville, FL
Bank of America Tower in Miami, FL
Bank of America Building in Orlando, FL
Bank of America Tower in St. Petersburg, FL
Bank of America Tower in Tampa, FL
Bank of America Plaza in Atlanta, GA (the tallest U.S. building
outside of NYC and Chicago)
Bank of America Building, formerly the LaSalle Bank Building
in Chicago, IL
Bank of America Building in Baltimore, MD Bank of America Plaza, Atlanta,
Bank of America Plaza in St Louis, MO GA.
Bank of America Corporate Center in Charlotte, NC (The
corporate headquarters)
Bank of America Plaza in Charlotte, NC
Bank of America Tower in Albuquerque, NM
Bank of America Tower in New York City, NY (under construction)
Bank of America Building in Providence, RI
Bank of America Plaza in Dallas, TX
Bank of America Center in Houston, TX
Bank of America Building in Bellevue, WA
Bank of America Fifth Avenue Plaza in Seattle, WA
Columbia Center in Seattle, WA
One City Center, often called the Bank of America building due to signage rights, in Portland, ME
200 Front Street West, often called the Bank of America tower in Toronto, ON
Bank of America Tower in Hong Kong
See also
Bank of America Canada
Bank of America (Asia)
List of bank mergers in United States
References
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14. ^ Tom, Henderson (2008-04-14). "BOA to 'paint the town red' with LaSalle name change". Crain's Detroit
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15. ^ Caroline Salas and Steven Church (2007-08-23). "Countrywide Gives Bank of America $447 Million
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pid=20601087&sid=aqHmmBljF9Ok&refer=home. Retrieved on 2007-10-29.
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http://phoenix.bizjournals.com/southflorida/stories/2007/03/05/daily40.html. Retrieved on 2007-08-22.
Further reading
Bonadio, Felice A. (1994). A.P. Giannini: Banker of America. Berkeley, CA: University of
California Press. ISBN 0520082494.
Hector, Gary (1988). Breaking the Bank: The Decline of BankAmerica. Boston: Little, Brown.
ISBN 0316353922.
James, Marquie; James, Bessie (1954). Biography of a Bank: The Story of Bank of America
N.T.&S.A.. New York: Harper and Brothers.
Johnston, Moira (1990). Roller Coaster: The Bank of America and the Future of American
Banking. New York: Ticknor & Fields.
Josephson, Matthew (1972). The Money Lords; the great finance capitalists, 1925-1950. New
York: Weybright and Talley.
Lampert, Hope (1986). Behind Closed Doors: Wheeling and Dealing in the Banking World. New
York: Atheneum.
Light, Larry (2007-10-01). "Cover Story - Money for the Masses". Forbes Magazine.
Monnette, Orra Eugene. Personal Papers Collection. Los Angeles, CA: Los Angeles Public
Library.
Nash, Gerald G. (1992). A.P. Giannini and the Bank of America. Norman, OK: University of
Oklahoma Press.
Yockey, Ross (1999). McColl: The Man with America's Money. Atlanta: Longstreet Press.
Ahmed, Azam; Demirjian, Karoun (2007-02-15). "Credit offered to illegal residents". Chicago
Tribune.
External links
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Media related to Bank of America at Wikimedia Commons
Bankofamerica.com (https://www.bankofamerica.com) Homepage
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