amended rule 2019 motion

8/3/2019 Amended Rule 2019 Motion

http://slidepdf.com/reader/full/amended-rule-2019-motion 1/318



EXHIBIT A



EXHIBIT B



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3031926v1 17067.00011 CASGAR 2

record, the submissions of the parties, the evidence presented, and the arguments of counsel, and

for the reasons stated on the record on November 19, 2010, the Court finds and concludes that it

should deny the Bar Date/Proofs of Claim Motion without prejudice and instead permit the

parties to undertake discovery to obtain asbestos claims data and other evidence needed by the

Debtors to develop the theories and analyses of their claims expert, Dr. Charles Bates, and by the

Official Committee of Asbestos Personal Injury Claimants and the Future Claims Representative

to develop the theories and analyses of their claims experts and to investigate pre-petition related

party transfers and restructurings effected by the Debtors prior to their bankruptcy filings.

THEREFORE, IT IS ORDERED, ADJUDGED and DECREED that:

1. The Bar Date/Proofs of Claim Motion is denied without prejudice to the Debtors’

right to renew the motion at a later stage of these cases;

2. The Scheduling Order Motion is granted to the extent set out herein; and to the

extent not granted, it is denied without prejudice to the Official Committee of Asbestos Personal

Injury Claimants’ right to renew the motion at a later stage of these cases;

3. The parties shall have six (6) months from the entry of this Order to conduct

preliminary discovery related to estimation, for purposes of formulating a plan of reorganization,

of the Debtors’ liability for pending and future asbestos-related claims for personal injury and

wrongful death;

4. The Official Committee of Asbestos Personal Injury Claimants and the Future

Claims Representative shall have six (6) months from the entry of this Order to conduct

discovery regarding pre-petition related party transfers and restructurings effected by the Debtors

prior to their bankruptcy filings;

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5. All discovery conducted by the parties shall be governed by and conducted

pursuant to the Bankruptcy Rules and Federal Rules of Civil Procedure applicable to contested

matters, except as may be modified by further Order of this Court;

6. During the period of discovery provided by this Order, the parties are encouraged

to negotiate and, if possible, to develop an agreed protocol or method for identifying those

pending asbestos-related claims for personal injury or wrongful death that may be considered to

have been abandoned or are otherwise no longer viable claims for purposes of estimation, plan

formulation, voting on a plan, and distribution;

7. The Court will hold a status hearing in these cases on May 12, 2011, beginning at

9:30 a.m. in the United States Bankruptcy Court, Charles Jonas Federal Building, 401 West

Trade Street, Charlotte, North Carolina. At that hearing the Court will further consider the

Scheduling Order Motion, the Bar Date/Proofs of Claim Motion, the results of the parties’

discovery, and negotiations pursuant to this Order, and matters related to those topics. No

further notice of this hearing shall be given.

This Order has been signed electronically.

The Judge's signature and Court's seal

appear at the top of this Order.

United States Bankruptcy Court

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22ndOctober



EXHIBIT D



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EXHIBIT E



5. At the time of employment of the Finn, the Finn retained a contingent fee

interest in each Creditor's claim against the Debtors. The date when such interest was

acquired depends upon the date eachCreditor entered into his or her contract with the

Finn or referring counsel. TheFinn has not purchased any claims against the Debtor, nor

has it sold or otherwise disposed of claims against the Debtor.

Dated: December 9,2004 Respectfully submitted,

J/Bradley Sgi'ithexas StatjtBar No. 24027872

Waters & Kraus LLP

3219McKinney Avenue, Suite 3000Dallas, Texas 75204

Telephone: (214) 357-6244Facsimile: (214) 357-7252

Attorneys for Asbestos Claimants




EXHIBIT F



EXHIBIT G



UNITED STATES BANKRUPTCY COURTWESTERN DISTRICT OF PENNSYLVANIA

IN RE: . Case No. 00-22876 (JKF) ...

PITTSBURGH CORNING . CORPORATION, .

. 5414 USX Tower Building

. Pittsburgh, PA 15219

.Debtor. . January 13, 2010

. . . . . . . . . . . . . . . . 9:04 a.m.

TRANSCRIPT OF HEARINGBEFORE HONORABLE JUDITH K. FITZGERALDUNITED STATES BANKRUPTCY COURT JUDGE

APPEARANCES:

For the Debtor: Reed Smith LLPBy: DOUGLAS E. CAMERON, ESQ.

JAMES J. RESTIVO, JR., ESQ.435 Sixth AvenuePittsburgh, PA 15219

For ACC: Caplin & Drysdale, CharteredBy: PETER VAN N. LOCKWOOD, ESQ.One Thomas Circle, N.W.Washington, DC 20005

Campbell & LevineBy: DAVID SALZMAN, ESQ.1700 Grant BuildingPittsburgh, PA 15219

Audio Operator: Janet Heller

Proceedings recorded by electronic sound recording, transcriptproduced by transcription service

______________________________________________________________

J&J COURT TRANSCRIBERS, INC.268 Evergreen Avenue

Hamilton, New Jersey 08619E-mail: [email protected]

(609) 586-2311 Fax No. (609) 587-3599

Case 00-22876-JKF Doc 7422 Filed 01/20/10 Entered 01/20/10 14:33:12 Desc Main Document Page 1 of 69



2

J&J COURT TRANSCRIBERS, INC.

APPEARANCES (cont’d.):

For Various Claimant Stutzman, Bromberg, EssermanFirms: By: DAVID J. PARSONS, ESQ.

2323 Bryan Street, Suite 2200

Dallas, TX 75201-2689

For Century Ins. Co.: O’Melveny & Myers, LLPBy: TANCRED SCHIAVONI, ESQ.Times Square TowerSeven Times SquareNew York, NY

For Certain Pittsburgh Montgomery, McCracken, WalkerCorning Cancer & Rhoads, LLPClaimants: By: NATALIE D. RAMSEY, ESQ.

123 South Broad StreetPhiladelphia, PA 19109

For Future Claims Rep: Dinsmore & Shohl, LLPBy: JOEL HELMRICH, ESQ.One Oxford Centre301 Grant Street, Suite 2800Pittsburgh, PA 15219

For PPG: Kirkpatrick & LockhartBy: DAVID MURDOCH, ESQ.

DAVID McGONIGLE, ESQ.MICHAEL NELSON, ESQ.DAVID ACETO, ESQ.

535 Smithfield StreetPittsburgh, PA

For Committee of Leech, Tishman, Fuscaldo & LamplUnsecured Trade By: DAVID LAMPL, ESQ.Creditors: CRYSTAL THORNTON-ILLAR, ESQ.

1800 Frick BuildingPittsburgh, PA 15219

For Corning Inc.: Thorp, Reed & ArmstrongBy: KIMBERLY LUFF WAKIM, ESQ.

ELENE MOUNTIS MORAN, ESQ.301 Grant Street, 14th Floor

Pittsburgh, PA 15219

For Lumbermens: Fox RothschildBy: JOHN GOTASKIE, ESQ.625 Liberty Avenue, 29th FloorPittsburgh, PA 15222-3115




3


APPEARANCES (cont’d.):

For Garlock Sealing Del, Sole, Cavanaugh & Stroyd Technologies: By: ART STROYD, ESQ.

The Waterfront Building

200 First Avenue, Suite 300Pittsburgh, PA 15222

For Continental Stonecipher, Cunningham, BeardCasualty: & Schmitt, P.C.

By: GEORGE T. SNYDER, ESQ.125 First AvenuePittsburgh, PA 15222

For Garlock Sealing Robinson, Bradshaw & HinsonTechnologies: By: GARLAND S. CASSADA, ESQ.

RICHARD C. WORF, ESQ.101 North Tryon Street, Suite 1900

Charlotte, NC 28246

TELEPHONIC APPEARANCES:

For Debtor: Ward, Norris, Heller & ReidyBy: CHERYL HELLER, ESQ.300 State StreetRochester, NY

For James Dennis: Zeichner, Ellman & Krause LLPBy: MICHAEL DAVIS, ESQ.575 Lexington Avenue

New York, NY 10022

For Travelers Debevoise & Plimpton, LLPCasualty: By: ROBERT D. GOODMAN, ESQ.

913 3rd AvenueNew York, NY 10022-3916

For Everest Insurance: Walker, Wilcox & MatousekBy: FRED ALVAREZ, ESQ.225 West Washington Street, Suite 2400Chicago, IL 60606

For NorthStar Skadden, Arps, Slale, Meagher

Reinsurance Corp.: & Flom, LLPBy: MICHAEL J. BALCH, ESQ.Four Times SquareNew York, NY 10036




4


TELEPHONIC APPEARANCES (cont’d.):

For Travelers Casualty: Travelers Casualty and SuretyBy: LEONARD BIERINGER, ESQ.

For AIG: Lynberg & WatkinsBy: R. JEFF CARLISLE, ESQ.888 S. Figueroa St., 16th FloorLos Angeles, CA 90017

For Employee Insurance Dorsey & Whitney, LLPof Wausau: By: JOSHUA COLANGELO-BRYAN, ESQ.

For AIG: Mound, Cotton, Wollan & GreengrassBy: JAMES DENNIS, ESQ.24 Whitehall StreetNew York, NY 10004-1416

For Various Claimant Stutzman, Bromberg, EssermanFirms: By: SANDER L. ESSERMAN, ESQ.

2323 Bryan Street, Suite 2200Dallas, TX 75201-2689

For Continental: Carroll, Burdick & McDonoughBy: RODNEY L. ESHELMAN, ESQ.44 Montgomery Street, Suite 400San Francisco, CA 94104

For All the FutureClaimants: By: LAWRENCE FITZPATRICK, ESQ.

For Insurance Anderson, Kill & OlickCounsel to ACC: By: ROBERT M. HORKOVICH, ESQ.

For Debtor: Corning IncorporatedBy: LINDA E. JOLLY, ESQ.One Riverfront PlazaCorning, NY

For Berkshire Hathaway: Graham CurtinBy: ROBERT MAURIELLO, ESQ.

For Official Committee Campbell & Levineof Unsecured Asbestos By: PHILLIP MILCH, ESQ.

Creditors: 1700 Grant BuildingPittsburgh, PA 15219

For Sherrard, German Sherrard, German & Kelly PC& Kelly: By: GARY PHILLIP NELSON, ESQ.




5


TELEPHONIC APPEARANCES (cont’d.):

For Debtor: Pittsburgh Corning CorporationBy: JOSEPH NESE, ESQ.

For Royal Alliance: Wilson, Elser, Moskowitz, EdelmanBy: CARL PERNICONE, ESQ.

For Federal Insurance: Cozen O’ConnorBy: WILLIAM SHELLEY, ESQ.1900 Market StreetPhiladelphia, PA 19103

For Lumbermens Mutual: Charlston, Revich & Wollitz, LLPBy: STEPHEN P. SOSKIN, ESQ.1925 Century Park East, Suite 1250Los Angeles, CA 90067-2746




IN THE UNITED STATES BANKRUPTCY COURTFOR THE WESTERN DISTRICT OF PENNSYLVANIA

IN RE:

PITTSBURGH CORNING CORPORATION

Debtor ______________________________________ GARLOCK SEALINGTECHNOLOGIES, LLC,

Movant

vs.

PITTSBURGH CORNINGCORPORATION, THE UNITED STATESTRUSTEE AND OTHER PARTIES-IN-INTEREST TO ORDER DATEDOCTOBER 22, 2004

Respondents

Bankruptcy No. 00-22876-JKF

Chapter 11

Related to Doc. Nos. 7187 and 7277

Hearing Date: 1/13/2010 at 9:00 a.m.Response Date: 12/29/2010 at 12:00p.m.

CERTIFICATE OF SERVICE

I hereby certify that a true and correct copy of:THE OBJECTION OF BARON & BUDD, THE LAW OFFICES OF PETER G. ANGELOS, REAUD

MORGAN & QUINN, THORNTON & NAUMES, WEITZ & LUXENBERG AND WILLIAMS

KHERKHER TO THE EXPEDITED MOTION OF GARLOCK SEALING TECHNOLOGIES, LLC

FOR ORDER AUTHORIZING ACCESS TO CERTAIN 2019 STATEMENTS FILED IN CASE

was served on the following parties and upon each person on the Official Service

Lists attached hereto by email or first-class mail on the 29th Day of December 2009:

Eric J. Monzo EsquireMorris James LLP500 Delaware Avenue, STE 1500Wilmington DE [email protected] to Garlock SealingTechnologies, Inc.

Garland S. Cassada EsquireRobinson, Bradshaw & Hinson101 North Tryon Street, STE 1900Charlotte NC [email protected] to Garlock SealingTechnologies, Inc.



Dated: December 29, 2009 /s/ Peter J. AshcroftPeter J. Ashcroft (PA I.D. #87317)

BERNSTEIN LAW FIRM, P.C.

Suite 2200 Gulf Tower

Pittsburgh, PA [email protected](412) 456-8107(412) 456-8255 (facsimile)

STUTZMAN, BROMBERG, ESSERMAN &

PLIFKA, A Professional Corporation

Sander L. EssermanTexas Bar No. 06671500David J. ParsonsTexas Bar No. 240372382323 Bryan Street, Suite 2200Dallas, Texas 75201(214) 969-4900(214) 969-4999 (facsimile)

ATTORNEYS FOR THE LAW FIRMS



Page 2

Debtor: Congoleum Corporation, et. al.

Case No.: 03-51524 KCF (Jointly Administered)

Caption: Order Requiring Compliance with Bankruptcy Rule 2019 and Granting Other

Relief

This core matter involving the administration of this bankruptcy case having come before the

Court on the Motion of Travelers Casualty and Surety Company and St. Paul Fire and Marine Insurance

Co. [docket no. 919], and on the separate Motion of Century Indemnity Co., ACE American Insurance

Co., and ACE Property and Casualty Insurance Co. [docket no. 922]; and the Court having considered all

pleadings, letters and statements filed in connection therewith and the arguments of counsel at the July

26, 2004 hearing; and it appearing that some counsel to asbestos tort claimants, including several of the

members of the pre-petition committee, represent multiple creditors in this Chapter 11 case and have not

filed statements required by Federal Rule of Bankruptcy Procedure 2019 promulgated under 28 U.S.C. §

2075; and it appearing that certain of the Rule 2019 Statements filed to date may not meet the

requirements of that Rule; and based on the Court's legal rulings at the conclusion of the July 26, 2004

hearing; and upon service of a proposed form of this Order, under the Five-Day Rule, Local Bankruptcy

Rule 9072-1(d), upon (i) the Master Service List, (ii) all parties filing opposition to the Motions, (iii) all

counsel appearing at the July 26, 2004 hearing on the Motions, (iv) all members of the pre-petition

committee, and (v) a list of counsel for asbestos tort claimants who filed master ballots herein, which list

was furnished by the Debtors’ counsel to Travelers’ counsel on August 25 (“Asbestos Claimants Counsel

List”)[, and consideration of objections thereto filed pursuant to the Five-Day Rule], IT IS HEREBY:

ORDERED that, all counsel representing more than one creditor herein (including by having

executed a ballot on the proposed plan of reorganization on behalf of more than one creditor) shall

(whether or not such counsel has filed a notice of appearance herein) file a Rule 2019 Statement, within

TEN (10) days after the entry of this Order on the electronic docket, fully complying with the

Approved by Judge Kathryn C. Ferguson September 02

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Relief

requirements of Rule 2019 except as hereby limited by subparagraph (c)(i) of the next ORDERED

paragraph; and it is further

ORDERED that, pursuant to Rule 2019 and this Order, such Rule 2019 Statement shall be sworn

under the penalty of perjury and shall include:

(a) a list of the names and addresses of all creditors (including creditors for whom the filing

counsel is acting as co-counsel), and a general statement about the nature of their respective claims and

when those claims arose;

(b) a certification that counsel has the authority to vote for each claimant on whose behalf

counsel executes a ballot on a proposed plan of reorganization, pursuant to (i) an executed separate

bankruptcy-specific power of attorney or (ii) a bankruptcy specific power of attorney clause that is part

of an executed retainer agreement or contract of representation, in either case authorizing the attorney to

vote on behalf of the client in this bankruptcy proceeding;

(c) attachment of the lesser of: (i) 25 executed bankruptcy-specific powers of attorney or other

bankruptcy-specific authorizing instruments or (ii) all bankruptcy specific powers of attorney or other

bankruptcy-specific authorizing instruments, executed by creditors in connection with this bankruptcy

case on whose behalf the counsel votes, with, if necessary, the redaction of any attorney-client privileged

information or other confidential information;

(d) a list and a detailed explanation of any type of co-counsel, consultant or fee-sharing

relationships and arrangements whatsoever, in connection with this bankruptcy case or claims against any

of the Debtors, and attachment of copies of any documents that were signed in conjunction with creating

that relationship or arrangement; and





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Relief

(e) for any member of the pre-petition committee, in their respective Rule 2019 Statement, such

statement shall include the information required by Rule 2019 (including for the period prior to the filing

of the petition herein) with respect to the committee, including as required by clauses (3) and (4) of

Paragraph (a) of the Rule; and it is further

ORDERED that, if any counsel required to file a Rule 2019 Statement does not timely file its

Rule 2019 Statement in accordance with this Order or if a non-complying Statement is filed or if a

presently filed Rule 2019 Statement is not supplemented to comply with this Order, the Debtor is

directed to send the Disclosure Statement to the underlying claimants and allow the underlying claimants

to vote on the proposed plan of reorganization under procedures to be determined by this Court;

ORDERED that, Mr. Joseph F. Rice of Motley Rice LLC shall, within a reasonable time after

the 10-day period provided for above, and at a mutually convenient time and place, appear for the

continuance of his deposition herein, and Mr. Rice is instructed to answer all outstanding

deposition questions on any type of co-counsel, consultant or fee-sharing relationship whatsoever, and

such continued deposition shall not be covered by any discovery stay order the Court may issue in

connection with the deferral of the scheduled confirmation hearing from September 9, 2004; and it is

further

ORDERED that, nothing in this Order is a ruling on whether any Rule 2019 Statement filed to

date complies, or does not comply, with Rule 2019 or the legal effect of not filing a Rule 2019 Statement

or filing a non-complying Rule 2019 Statement, and the Court maintains jurisdiction with respect to such

matters and with respect to the interpretation and enforcement of this Order; and it is further





PCC Voting Procedures/ExB

2US_ACTIVE-100727215.1-DZIEGLER 4/24/09 2:52 PM

VOTING PROCEDURES

PITTSBURGH CORNING CORPORATION

BALLOT SOLICITATION AND TABULATION PROCEDURES

The following procedures (the “Voting Procedures”) govern the distribution of solicitation materials withrespect to the Modified Third Amended Plan of Reorganization for Pittsburgh Corning Corporation datedJanuary 29, 2009 Jointly Proposed by Pittsburgh Corning Corporation (“PCC” or “Debtor”), debtor anddebtor-in-possession, the Official Committee of Asbestos Creditors and the Future Claimants’Representative for Pittsburgh Corning Corporation (as it may be from time to time amended,supplemented or modified, “the Plan”) and the return and tabulation of Ballots and Master Ballots withrespect to the Plan.

Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan or theMotion.

1. Publication of Notice: The Debtor will cause a notice of the confirmation hearing and theopportunity to obtain a Solicitation Package to be published one time in a weekday edition of thenational editions of The New York Times, The Wall Street Journal and USA Today, and one timein an edition of the national publications of Parade, USA Weekend , Reader’s Digest , American

Legion, Popular Mechanics, and VFW Magazine. Publications shall occur on a date not less thanthirty (30) calendar days before the Voting Deadline.

2. Availability of Plan Documents on the Internet: The Plan, the Disclosure Statement and allExhibits to the Plan are or will be available on the internet on the Bankruptcy Court’s docket athttp://www.pawb.uscourts.gov; the Debtor’s website at www.asbestos-pcc.com; and on thewebsite of Logan & Company, Inc. (the “Voting Agent”) at www.loganandco.com.

3. Distribution of Certain Documents on CD-Rom: The Solicitation Package will include a CD-Rom containing the Disclosure Statement and the exhibits thereto, including the Plan. If serviceby CD-ROM imposes a hardship for any creditor, such creditor may obtain a paper copy of theDisclosure Statement and Plan by sending a request, in writing, to the Voting Agent: Logan &Company, Inc., 546 Valley Road, Upper Montclair, NJ 07043 (Attn: PCC Voting Department).

4. Distribution of Solicitation Packages:

a. Contents of the Solicitation Package: Each holder of a Claim in the classes entitled to votefor whom the Debtor has an address (in the case of an individual holder of Channeled

Asbestos PI Trust Claims, the known attorney for such holders) will be sent a package by theVoting Agent that contains (i) the notice of the time fixed for filing objections and thehearing on confirmation (“Confirmation Hearing Notice”), (ii) the order approving theDisclosure Statement, (iii) the Disclosure Statement and Plan, (iv) one or more appropriateballots, substantially in the form attached hereto in Exhibits C-2 through C-5, together withvoting instructions and information relative to the return of the ballots, (v) a pre-addressedreturn envelope, (vi) a solicitation letter from the ACC and the Future Claimants’Representative recommending acceptance of the Plan, and (vii) any other material ordered orauthorized by this Court to be included (collectively the “Solicitation Package”). Attorneys

Case 00-22876-JKF Doc 6603-2 Filed 04/24/09 Entered 04/24/09 15:18:00 DescExhibit B Voting Procedures Page 2 of 13





for holders of Channeled Asbestos PI Trust Claims may provide a letter to be included in theSolicitation Package sent to their clients, provided that the letter is submitted to the VotingAgent within a reasonable amount of time to allow for mailing.

b. Scheduled Claims: The Voting Agent will cause a Solicitation Package to be served uponeach holder of a Claim against PCC listed in its Schedules of Assets and Liabilities (the

“Schedules”) as of the Record Date as liquidated, undisputed and noncontingent and with aClaim amount in excess of $0.00.

c. Filed Claims: Except as otherwise provided for herein, the Voting Agent will cause aSolicitation Package to be served upon each holder of a Claim represented by a proof of claim filed against the Debtor that has not been withdrawn or disallowed or expunged by anorder of the Bankruptcy Court entered on or before the Record Date, other than a proof of claim asserting a Channeled Asbestos PI Trust Claim, which shall be dealt with as describedbelow, and Claims in the amount of $0.00. If the relevant proof of claim does not indicate theappropriate classification of a Claim, such Claim shall be treated as a General UnsecuredClaim.

d. Parties to Executory Contracts and Unexpired Leases: Each Entity that is listed on theSchedules or is otherwise known to be a party to an executory contract or an unexpired leasewith the Debtor, irrespective of whether, pursuant to section 365(a) of the Bankruptcy Code,such contract is, in fact, an “executory contract” or such lease is, in fact, an “unexpiredlease,” will be sent a Solicitation Package.

e. Parties Not Entitled to Vote: A Notification of Non-Voting Status, substantially in the formattached to the Motion as Exhibit C-1, will be sent to holders of Claims and Interests inclasses not entitled to vote. Holders of Claims in unimpaired classes will not be sent aSolicitation Package. Interest holders will be sent Solicitation Packages without Ballots.

f . Other Parties: All other known holders of Claims against the Debtor will receive aSolicitation Package, including, but not limited to, individual holders of Channeled AsbestosPI Trust Claims who cast a ballot on the Second Amended Plan and are not identified in a2019 statement filed by counsel, any person or entity that has filed with the Court a notice of the transfer or assignment of a Claim under Bankruptcy Rule 3001(e), but not includingindividual holders of Channeled Asbestos Personal Injury Claims who are identified in a2019 statement filed by counsel.

g. Affidavits of Service: Following distribution of the Solicitation Package and Notices of Non-Voting Status, the Voting Agent shall file one or more affidavits of service with theBankruptcy Court setting forth the name, address, date and manner of service effected withrespect to each person entitled to notice under these procedures.

5. Distribution of Solicitation Packages to, and Special Procedures for, Holders of Channeled

Asbestos PI Trust Claims

a. Distribution of Solicitation Packages: The Voting Agent will cause SolicitationPackages to be served with respect to Channeled Asbestos PI Trust Claims as follows:

(i) To Attorneys Representing Holders of Channeled Asbestos PI Trust Claims:

(1) the Debtor or the Voting Agent will mail copies of the Certified PlanSolicitation Directive (the “Directive”), substantially in the form attached hereto






as Exhibit D, by first class mail or electronic mail, if it has been provided, to allattorneys who have filed a Bankruptcy Rule 2019 statement indicating that theyrepresent more than one holder of a Channeled Asbestos PI Trust Claim(collectively, the “PI Attorneys”). The PI Solicitation Notice will explain theoptions for soliciting and casting votes related to Channeled Asbestos PI TrustClaims; and will direct PI Attorneys to complete and return a Directive to the

Voting Agent on or before .

(2) Each PI Attorney is required to direct the Voting Agent to providesolicitation and balloting materials to holders of Channeled Asbestos PI TrustClaims in one of the following ways:

(A) Master Ballot. If a PI Attorney certifies that he or she has theauthority under applicable law to vote on behalf of his or her clients, thePI Attorney may direct the Voting Agent to serve the PI Attorney withone Solicitation Package and one Master Ballot. Solicitation Packages,without Ballots, may also be served on individual claimants at the optionof the PI Attorney;

(B) Direct Solicitation. If a PI Attorney does not have authority tovote for his or her clients, or prefers to have his or her clients cast theirown votes, he or she may direct the Voting Agent to serve SolicitationPackages and Ballots directly on his or her clients;

(C) Indirect Solicitation. If a PI Attorney does not have authorityto vote for his or her clients or if he or she prefers to have clients casttheir own votes, he or she may direct the Voting Agent to deliverSolicitation Packages and Ballots to the PI Attorney, who will assumeresponsibility for delivering Solicitation Packages and Ballots directly tohis or her clients;

(D) Hybrid Solicitation. If a PI Attorney certifies that he or she hasauthority under applicable law to vote, and decides to exercise thatpower for some, but not all, of his or her clients, the PI Attorney maydirect the Voting Agent to serve the PI Attorney with one SolicitationPackage and one Master Ballot. The PI Attorney may also request that aSolicitation Package without Ballot be served on each of the clients forwhom he or she will vote. With respect to such attorney’s other clientswith Channeled Asbestos PI Trust Claims, the attorney must elect one of the solicitation methods set forth in subparagraphs (B) or (C) above.

(3) Directives must be submitted to the Voting Agent by. PI Attorneys shall also submit to the Voting

Agent a list of the names and last four digits of the social security numbers of allclients with Channeled Asbestos PI Trust Claims. For those clients who are to beserved with a Solicitation Package, the PI Attorney shall also submit a list of addresses. Such lists must be in EXCEL™ format on either a 3.5” floppy disk orCD-ROM.






1 The term “exposure to Unibestos” means exposure to an asbestos-containing product manufactured, marketed, sold ordistributed by PCC under the “Unibestos” or other label for which PCC, any PPG Entity or any Corning Entity has direct orindirect liability; however, the Asbestos PI Trust shall be free to contest whether a particular Unibestos product was in factmanufactured, marketed, sold or distributed by PCC.

2 Evidence of “Bilateral Asbestos-Related Nonmalignant Disease” for purposes of meeting the criteria for establishing Disease

Levels I, II, III, V, and VII, means either (i) a chest X-ray read by a qualified B reader of 1/0 or higher on the ILO scale or (ii)(x)a chest X-ray read by a qualified B reader or other Qualified Physician, (y) a CT scan read by a Qualified Physician, or (z)pathology, in each case showing either bilateral interstitial fibrosis, bilateral pleural plaques, bilateral pleural thickening, orbilateral pleural calcification. Evidence submitted to demonstrate (i) or (ii) above must be in the form of a written report statingthe results (e.g., an ILO report, a written radiology report or a pathology report). Solely for asbestos claims filed against PCC,any PPG Entity, any Corning Entity, or another defendant in the tort system prior to the Petition Date, if an ILO reading is notavailable, either (i) a chest X-ray or a CT scan read by a Qualified Physician, or (ii) pathology, in each case showing eitherbilateral interstitial fibrosis, bilateral pleural plaques, bilateral pleural thickening, or bilateral pleural calcification consistent withor compatible with a diagnosis of asbestos-related disease, shall be evidence of a Bilateral Asbestos-Related Nonmalignant

Disease for purposes of meeting the presumptive medical requirements of Disease Levels I, II, III, V and VII. Pathologicalevidence of asbestosis may be based on the pathological grading system for asbestosis described in the Special Issueof the Archives of Pathology and Laboratory Medicine, “Asbestos-associated Diseases,” Vol. 106, No. 11, App. 3(October 8, 1982). For all purposes of this TDP, a “Qualified Physician” is a physician who is board-certified (or inthe case of Canadian Claims or Foreign Claims, a physician who is certified or qualified under comparable medical

standards or criteria of the jurisdiction in question) in one or more relevant specialized fields of medicine such aspulmonology, radiology, internal medicine or occupational medicine; provided, however, subject to the provisionsof Section 5.8, that the requirement for board certification in this provision shall not apply to otherwise qualifiedphysicians whose X-ray and/or CT scan readings are submitted for deceased holders of Channeled Asbestos PI TrustClaims.

3 “Significant Occupational Exposure” means employment for a cumulative period of at least five years, with a minimum of twoyears prior to December 31, 1982, in an industry and an occupation in which the claimant (a) handled raw asbestos fibers on aregular basis; (b) fabricated asbestos-containing products so that the claimant in the fabrication process was exposed on a regularbasis to raw asbestos fibers; (c) altered, repaired or otherwise worked with an asbestos-containing product such that the claimantwas exposed on a regular basis to asbestos fibers; or (d) was employed in an industry and occupation such that the claimantworked on a regular basis in close proximity to workers engaged in the activities described in (a), (b) and/or (c).

Disease Level Scheduled Value Medical/Exposure Criteria

Mesothelioma (LevelVIII)

$175,000 (1) Diagnosis of mesothelioma; and (2) credible evidence of exposureto Unibestos 1 during the period July 1, 1962-December 31, 1972, or toanother asbestos-containing product manufactured, marketed, sold ordistributed by PCC prior to December 31, 1982.

Lung Cancer 1 (LevelVII)

$47,500 (1) Diagnosis of a primary lung cancer plus evidence of an underlyingBilateral Asbestos-Related Nonmalignant Disease2, (2) six monthsexposure to Unibestos during the period July 1, 1962-December 31,1972, or to another asbestos-containing product manufactured,marketed, sold or distributed by PCC prior to December 31, 1982; (3)Significant Occupational Exposure3, and (4) supporting medicaldocumentation establishing asbestos exposure as a contributing factorin causing the lung cancer in question.

Lung Cancer 2 (LevelVI)

$20,000 (1) Diagnosis of a primary lung cancer; (2) exposure to Unibestosduring the period July 1, 1962-December 31, 1972, or to anotherasbestos-containing product manufactured, marketed, sold or

distributed by PCC prior to December 31, 1982; and (3) supportingmedical documentation establishing asbestos exposure as acontributing factor in causing the lung cancer in question.

Lung Cancer 2 (Level VI) claims are claims that do not meet the morestringent medical and/or exposure requirements of Lung Cancer 1(Level VII) claims.






(ii) Required Certifications Regarding Channeled Asbestos PI Trust Claims: No vote for or against the Plan by or on behalf of a holder of a ChanneledAsbestos PI Trust Claim shall be counted by the Voting Agent unless the Ballotor Master Ballot reflecting such vote is submitted to the Voting Agent withwritten certifications, in the form contained on the Ballot and/or Master Ballot,under penalty of perjury in accordance with 28 U.S.C. §1746.

(iii) Certification by Attorney of Authority to Vote: The Master Ballot willcontain a certification to be completed by the attorney preparing and signing the

Other Cancer (LevelV)

$27,500 (1) Diagnosis of a primary colo-rectal, laryngeal, esophageal,pharyngeal, or stomach cancer, plus evidence of an underlyingBilateral Asbestos-Related Nonmalignant Disease, (2) six monthsexposure to Unibestos during the period July 1, 1962 – December 31,1972, or to another asbestos-containing product manufactured,marketed, sold or distributed by PCC prior to December 31, 1982; (3)

Significant Occupational Exposure, and (4) supporting medicaldocumentation establishing asbestos exposure as a contributing factorin causing the other cancer in question.

Severe Asbestosis(Level IV)

$47,500 (1) Diagnosis of asbestosis with ILO of 2/1 or greater, or asbestosisdetermined by pathological evidence of asbestosis, plus (a) TLC lessthan 65%, or (b) FVC less than 65% and FEV1/FVC ratio greater than65%, (2) six months exposure to Unibestos during the period July 31,1962 – December 31, 1972, or to another asbestos-containing productmanufactured, marketed, sold or distributed by PCC prior to December31, 1982; (3) Significant Occupational Exposure, and (4) supportingmedical documentation establishing asbestos exposure as acontributing factor in causing the pulmonary disease in question.

Asbestosis/ PleuralDisease (Level III)

$11,750 (1) Diagnosis of Bilateral Asbestos-Related Nonmalignant Disease,plus (a) TLC less than 80%, or (b) FVC less than 80% and FEV1/FVCratio greater than or equal to 65%, and (2) six months exposure toUnibestos during the period July 31, 1962 – December 31, 1972, or toanother asbestos-containing product manufactured, marketed, sold ordistributed by PCC prior to December 31, 1982; (3) SignificantOccupational Exposure, and (4) supporting medical documentationestablishing asbestos exposure as a contributing factor in causing thepulmonary disease in question.

Asbestosis/ PleuralDisease (Level II)

$5,500 (1) Diagnosis of a Bilateral Asbestos-Related Nonmalignant Disease,and (2) six months exposure to Unibestos during July 31, 1962 –December 31, 1972, or to another asbestos-containing productmanufactured, marketed, sold or distributed by PCC prior to December31, 1982; and (3) five years cumulative occupational exposure toasbestos.

Other AsbestosDisease (Level I -Cash DiscountPayment)

$400 (1) Diagnosis of a Bilateral Asbestos-Related Nonmalignant Disease oran asbestos-related malignancy (other than mesothelioma), and (2)exposure to Unibestos during the period July 31, 1962 – December 31,1972, or to another asbestos containing-product manufactured,marketed, sold or distributed by PCC prior to December 31, 1982.






Master Ballot pursuant to which such attorney will certify, under penalty of perjury in accordance with 28 U.S.C. §1746, that such attorney represents theholders and has the authority under applicable law to cast such Master Ballot onthe Plan on behalf of the holders of each of the Channeled Asbestos PI TrustClaims listed on the exhibit attached to the Master Ballot. If the attorney isunable to make such certification on behalf of any holder of a Channeled

Asbestos PI Trust Claim whom he or she represents, the attorney may not cast avote on behalf of such Claimant and must timely send the information relating tothe names, addresses and social security numbers of the clients for whom he orshe may not vote to the Voting Agent in accordance with section 5 hereof.

c. Completion and Return of Master Ballots by Attorneys for Holders of Channeled

Asbestos PI Trust Claims: PI Attorneys shall be permitted to cast Ballots for such holders,but only to the extent such attorneys have the authority from their clients to do so and socertify in the manner set forth on the Master Ballots.

Each attorney voting on behalf of the individuals who hold or assert Channeled Asbestos PITrust Claims shall complete a Master Ballot, which will set forth the votes cast by suchattorney on behalf of any such clients, with requisite certifications in accordance with section5b(ii) and (iii) above.

The following procedures will govern the completion and return of a Master Ballot:

(i) Summarizing Votes on the Master Ballot:

The Master Ballot shall contain the following options for voting, one of which shall bemarked by the attorney:

(a) “All claimants listed on the Exhibit accompanying this Master BallotACCEPT the Plan.”

(b) “All claimants listed on the Exhibit accompanying this Master BallotREJECT the Plan.”

(c) “All claimants listed on the Exhibit accompanying this Master BallotACCEPT the Plan, except as marked on the exhibit.”

(d) “All claimants listed on the Exhibit accompanying this Master BallotREJECT the Plan, except as marked on the exhibit.”

The attorney completing the Master Ballot will also have to complete the followingsummary of votes on the Plan for each disease category of Channeled Asbestos PI TrustClaims for which the attorney is voting on the Plan:

SUMMARY OF VOTES FOR ASBESTOS

CLAIMANTS DISEASE CATEGORIES

Number of ChanneledAsbestos PI Trust Claimants

VotingDisease Category

VotesAccepting Plan

VotesRejecting Plan

MESOTHELIOMA

(LEVEL VIII)






LUNG CANCER 1

(LEVEL VII)

LUNG CANCER 2

(LEVEL VI)

OTHER CANCER

(LEVEL V)

SEVERE ASBESTOSIS(LEVEL IV)

ASBESTOSIS/PLEURAL

DISEASE (LEVEL III)

ASBESTOSIS/PLEURAL

DISEASE (LEVEL II)

OTHER ASBESTOS

DISEASE (LEVEL I)

(ii) Exhibit to the Master Ballot:

(a) Each attorney shall prepare a Client List and attach it to the Master Ballot.This list will become an Exhibit to the Master Ballot and will list eachindividual holder of a Channeled Asbestos PI Trust Claim represented bysuch attorney and on whose behalf the attorney is voting on the Plan byname, the last four digits of the social security number, Disease Level (i.e.,Mesothelioma, Lung Cancer 1, etc., address where any notices should besent, whether that holder’s vote is to accept or reject the Plan, and whetherthe holder is voting to accept or reject the Plan).

(b) The entire Client List must be attached as an Exhibit to the Master Ballot,and the completed Master Ballot and Exhibit must be returned to the VotingAgent in accordance with sections 7b and 7c of these Voting Procedures.

(c) The Exhibit to the Master Ballot should be submitted in EXCEL™ formaton either a 3.5” floppy disk or CD-ROM.

6. Indirect Asbestos Claims and PCC/PPG Insurance Practices Claims:

The Debtor is using a separate ballot for Indirect Asbestos Claims and PCC/PPG InsurancePractices Claims. The Debtor further intends to object for voting purposes to any such Claimsthat may be asserted. Any holder of an Indirect Asbestos Claim or a PCC/PPG Insurance

Practices Claim will be required to seek allowance of the Claim for voting purposes as describedin section 8c below and in the Class 5 Ballots.

7. Return of the Ballots:

a. Claimants that are Entitled to Vote: Except as provided herein, each claimant that hasa Claim (a) for which a Claim amount may be determined pursuant to section 8 hereof asof the Voting Deadline, (b) which Claim is not treated as unimpaired under the Plan, (c)which Claim is not in a class that is deemed to have rejected the Plan, and (d) which






Claim is not the subject of an objection that is pending as of the Record Date unless anorder is entered by the Bankruptcy Court allowing such Claim by the Voting Deadline, isentitled to vote to accept or reject the Plan. The assignee of a transferred and assignedClaim (whether a filed or scheduled Claim) shall be permitted to vote such Claim only if the transfer and assignment has been noted on the Bankruptcy Court’s docket and iseffective pursuant to Bankruptcy Rule 3001(e) as of the close of business on the Record

Date.

b. Place to Send Completed Ballots and Master Ballots:

All Ballots and Master Ballots should be returned so that they are received by the VotingAgent before 4:00 pm on the Voting Deadline at the following address:

By U. S. Mail, Hand Delivery orCourier

Pittsburgh Corning Corporationc/o Logan & Company, Inc.546 Valley RoadUpper Montclair, NJ 07043

c. Deadline for Receiving Completed Ballots and Master Ballots:

(1) All Ballots and Master Ballots must be actually received by the Voting Agent(Logan & Company) by the Voting Deadline. The Voting Agent will not accept

Ballots or Master Ballots submitted by facsimile or electronic transmission.

(2) The Voting Agent will date and time-stamp all Ballots and Master Ballots whenreceived. In addition, the Voting Agent will retain a copy of such Ballots andMaster Ballots for a period of one (1) year after the Effective Date of the Plan,

unless otherwise instructed by the Debtor, in writing, or otherwise ordered by theBankruptcy Court.

8. Tabulation of Ballots – Determination of Amount of Claims Voted:

a. Claims Other than Channeled Asbestos PI Trust Claims: With respect to thetabulation of Ballots for all Claims other than Channeled Asbestos PI Trust Claims, forpurposes of voting, the amount to be used to tabulate acceptance or rejection of the Planis as follows:

(1) If, prior to the Voting Deadline, (i) the Bankruptcy Court enters an order

fully or partially allowing a Claim, whether for all purposes or for votingpurposes only, or (ii) the Debtor and the holder of a Claim agree to fully orpartially allow such Claim for voting purposes only and no objection to suchallowance is received by the Debtor within seven (7) calendar days afterservice by first-class mail of notice of such agreement to the parties uponwhom notice is required, the amount allowed thereunder.

(2) The liquidated amount specified in a proof of claim timely filed inaccordance with the Bar Date Orders, so long as such Claim has not been






disallowed or expunged by the Bankruptcy Court and is not the subject of anobjection pending as of the Record Date.

(3) The Claim amount listed in the Schedules as liquidated, undisputed andnoncontingent.

(4) If a Claim is recorded on a proof of claim as unliquidated, contingent and/orundetermined as to amount only in part, the holder of the Claim shall beentitled to vote that portion of the Claim that is liquidated, noncontingent andundisputed in the liquidated, noncontingent and undisputed amount, subjectto any limitations set forth herein and unless otherwise ordered by the Court.

b. Channeled Asbestos Personal Injury Claims: With respect to the tabulation of Ballotsand Master Ballots for Channeled Asbestos Personal Injury Claims, for voting purposesonly, the amount to be used to tabulate acceptance or rejection of the Plan will be asdescribed in section 5b hereof.

c. Allowance Motions.

(1) Any holder of a Claim that is not entitled to vote because its Claim is thesubject of an objection pending before the Bankruptcy Court, or is entitled tovote but seeks to challenge the allowed amount of the Claim for votingpurposes, may file a Claimant’s Allowance Motion. A Claimant’sAllowance Motion must be filed by a holder of a Claim on or before thefifteenth (15th) calendar day after the later of (i) service of the SolicitationPackage, or (ii) service of notice of an objection, if any, to such Claim, or(iii) receipt of notice by publication. As to any creditor filing such a motion,such creditor’s Ballot will not be counted unless temporarily allowed by theCourt for voting purposes, after notice and a hearing.

(2) PCC Intends to object for voting purposes to all Channeled Asbestos PI Trust

Claims that are not individual personal injury asbestos claims. If you assert aClaim in Class 5 which is not an individual Asbestos Personal Injury Claim,you must file a motion with the Bankruptcy Court, pursuant to BankruptcyRule 3018(a), requesting temporary allowance of such Claim in an amountwhich the court deems proper solely for the purpose of casting a vote toaccept or reject the Plan (an “Allowance Motion”). A Claimant’s AllowanceMotion must be filed within fifteen (15) calendar days after the later of (i)service of the Confirmation Hearing Notice, or (ii) service of the notice of anobjection, if any, to such Claim, or (iii) receipt of notice by publication. TheAllowance Motion must accompany your Ballot to the Voting Agent andmust be served upon the Official Service List. A copy of the Official ServiceList may be obtained from the website of the Bankruptcy Court at

http://www.pawb.uscourts.gov or the website of the Debtor athttp://www.asbestos-pcc.com.






9. Tabulation of Votes – Holders of Multiple General Unsecured Claims for Voting,

Classification, and Treatment Under the Plan:

Specific Rules Relating to Transfers of General Unsecured Claims: For purposes of voting,classification, and treatment under the Plan, the number and amount of General UnsecuredClaims held by an Entity to which any General Unsecured Claim is transferred and which transferis effective pursuant to Bankruptcy Rule 3001 (e) on or before the close of business on theRecord Date shall be determined based upon the identity of the original holder of such GeneralUnsecured Claim.

10. Tabulation of Votes – Ballots Excluded:

A Ballot or Master Ballot will not be counted if any of the following, without limitation, appliesto such Ballot:

a. The holder submitting the Ballot or Master Ballot is not entitled to vote pursuant tosection 7a hereof.

b. The Ballot or Master Ballot is not actually received by the Voting Agent in the manner

set forth in section 7 hereof by the Voting Deadline, unless otherwise ordered by theBankruptcy Court.

c. The Ballot or Master Ballot is returned to the Voting Agent indicating acceptance orrejection of the Plan but is unsigned.

d. The Ballot or Master Ballot is received after the Voting Deadline, regardless when it ispostmarked.

e. The Ballot or Master Ballot is illegible or contains insufficient information (such associal security numbers for holders of Channeled Asbestos PI Trust Claims) to permit theidentification of the claimant or interest holder.

f. The Ballot or Master Ballot is transmitted to the Voting Agent by facsimile.

g. The Ballot or Master Ballot is submitted in a form that is not appropriate for such claim.

h. A Ballot or Master Ballot that is not completed, including without limitation a MasterBallot with respect to a Channeled Asbestos PI Trust Claim on which the attorney fails tomake the required certifications.

11. Tabulation of Votes -- General Voting Procedures and Standard Assumptions:

In addition to the foregoing, the following voting procedures and standard assumptions will be

used in tabulating Ballots and Master Ballots:

a. A creditor may not split his, her, or its vote or votes. Accordingly, except as provided insection 9 hereof, (i) each creditor shall have a single vote within a particular class, (ii) thefull amount of all such creditor’s Claims (calculated in accordance with these procedures)within a particular class shall be deemed to have been voted either to accept or reject thePlan, and (iii) any Ballot that partially rejects and partially accepts the Plan shall not becounted.






b. The Voting Agent, in its discretion, may contact voters to cure any defects in a Ballot orMaster Ballot.

c. Subject to section 11d, if multiple Ballots are received on or prior to the Voting Deadlineon account of the same Claim, in the absence of contrary information establishing whichclaimant held such Claim as of the Record Date, the last Ballot that is received by theVoting Agent prior to the Voting Deadline will be the Ballot that is counted. In the eventmultiple conflicting Ballots are received on account of the same Claim on the same day,such Ballots will be disregarded.

d. If multiple Ballots are received prior to the Voting Deadline from both a holder of aClaim and someone purporting to be his, her, or its attorney or agent, the Ballot receivedfrom the holder of the Claim will be the Ballot that is counted, and the vote of thepurported attorney or agent will not be counted.

e. If multiple Master Ballots are received prior to the Voting Deadline from attorneysrepresenting holders of Channeled Asbestos PI Trust Claims, and such Master Ballotscontain supplemental votes on the Plan, such Master Ballot shall be clearly marked as a“Supplemental Master Ballot” and clearly note the changes to the Master Ballot itsupersedes.

f. There shall be rebuttable presumption that any claimant who submits a properlycompleted superseding Ballot on or before the Voting Deadline has sufficient cause,within the meaning of Bankruptcy Rule 3018(a) to change or withdraw such claimant’sacceptance or rejection of the Plan.

g. A Ballot that is completed, but on which the claimant did not note whether to accept orreject the Plan, shall not be counted as a vote to accept or reject the Plan.




UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

In re: ))QUIGLEY COMPANY, INC., ) Chapter 11

)

) Case No. 04-15739-(SMB)

Debtor )____________________________________)

VERIFIED STATEMENT PURSUANT TO

FED.R.BANKR.P. 2019 FILED BY MOTLEY RICE LLC

Joseph F. Rice, being first duly sworn, hereby deposes and states as follows:

1. I am a member of Motley Rice LLC, with offices at 28 Bridgeside Blvd.,

P.O. Box 1792, Mt. Pleasant, SC 29465.

2. This Amended Verified Statement is filed in accordance with Rule 2019

of the Federal Rules of Bankruptcy Procedure and pursuant to the Revised Order

Requiring Filing of Statements Pursuant to Fed.R.Bankr.P. 2019 dated October 25, 2004

("Revised Order").

3. Motley Rice LLC submits herewith a blank, unredacted, exemplar copy of

the power of attorney giving Motley Rice power to act on behalf of each individual

creditor of the Debtor and an excel spread sheet setting forth all information as required

by the Revised Order.

4. Motley Rice LLC will file an amended and supplemental statement setting

forth any material changes in the facts contained in this Verified Statement, should any

such changes occur.



I declare under penalty of perjury under the laws of the United States of

America that the foregoing is true and correct.

Dated: June 13, 2006 Respectfully submitted,

/s/ Joseph F. Rice

Joseph F. Rice

Motley Rice LLC28 Bridgeside Blvd.

P.O. Box 1792

Mt. Pleasant, SC 29465(843) 216-9000

(843) 216-9450 (fax)



SERVICE LIST

Michael L. Cook, EsquireSCHULTE ROTH & ZABEL, LLP

919 Third AvenueNew York, New York 10022(Debtor’s Counsel)

Peter Van N. Lockwood, Esquire

CAPLIN & Drysdale, CharteredOne Thomas Circle, NW

Washington, DC 20005

(Unsecured Creditors Committee)

Elihu Inselbuch, Esquire

CAPLIN & DRYSDALE, CHARTERED399 Park Avenue

New York, New York 10022

(Unsecured Creditors Committee)

Tracy Hope Davis, Esquire

OFFICE OF THE U.S. TRUSTEE

33 Whitehall Street, 21st

FloorNew York, New York 10004

(U.S. Trustee)

Bruce R. Zirinksy, Esquire

CADWALADER, WICKERSHAM & TAFT, LLPOne World Financial Center

New York, New York 10281-0006

Gregory T. Arnold, Esquire

BROWN RUDNICK BERLACK ISREALS LLP

One Financial Center

Boston, MA 02111

Scott E. Ratner, Esquire

TOGUR, SEGAL & SEGAL, LLPOne Penn Plaza

New York, New York 10119



Last Name, First Name, Middle Initial, MR ID #

GENERAL POWER OF ATTORNEY

To: Joseph F. Rice, Esq. or Motley Rice LLC Attorney

The undersigned claimant hereby authorizes Joseph F. Rice, Esq. or any Motley Rice LCC attorney,as attorney in fact for the undersigned and with full power of substitution, to vote on any questionsthat may be lawfully submitted to creditors of any debtors who have filed for bankruptcy in a UnitedStates Bankruptcy Court, including but not limited to:

Babcock and Wilcox Company;

Pittsburgh Corning Corporation;

Armstrong World Industries, Inc.;

Owens Corning, A Delaware Corporation;

W.R. Grace & Company;

United States Gypsum Corporation, et al a subsidiary of USGCorporation, A Delaware Corporation;

Federal Mogul Global, Inc.;

G-I Holdings, Inc.;

North American Refractories Company; and

A.P. Green Industries, Inc.

and in general to perform any act not constituting the practice of law for the undersigned in all

matters arising in those cases. This Power of Attorney specifically empowers Joe Rice or any Motley Rice LLC attorney to vote on behalf of the undersigned claimant on any Plan of Reorganization on which undersigned claimant is entitled to vote Furthermore, the undersigned claimant intends forthis authorization to extend to any current debtors not specifically identified above, or any entity against which the undersigned claimant may have an assertable claim who may at some point in thefuture file for bankruptcy in any United States Bankruptcy Court and become a debtor.

I declare under penalty of perjury that the foregoing is true and correct. Executed on this ____ day of __________, 20___.

Signed:<<CLAIMANT'S NAME>>

<<CLAIMANT'S CAPACITY - IF PR>>

<<SOCIAL SECURITY NUMBER>>

Address: <<STREET ADDRESS>><<CITY, STATE ZIP>>



{D0188987.1 }

IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

In re: *

ACandS, Inc. * Case No: 02-12687 (JKF)

*

In re:

*

Specialty Products Holding Corporation Case No: 10-11780 (JKF)*

In re: *

Kaiser Aluminum Corporation * Case No: 02-10429 (JKF)

*

In re:

*

Owens Corning Case No: 00-03837 (JKF)*

In re: *

USG Corporation * Case No: 01-02094 (JKF)

*

ACandS ASBESTOS SETTLEMENTTRUST; KAISER ALUMINUM &

CHEMICAL CORPORATION ASBESTOS

PERSONAL INJURY TRUST; OWENSCORNING/FIBREBOARD ASBESTOS

PERSONAL INJURY TRUST; and

UNITED STATES GYPSUM ASBESTOS

PERSONAL INJURY SETTLEMENTTRUST (the “Trusts”);

and

TRUST ADVISORY COMMITTEE FOR

THE ACANDS ASBESTOS SETTLEMENTTRUST; TRUST ADVISORY

COMMITTEE FOR THE KAISER

ALUMINUM & CHEMICALCORPORATION ASBESTOS PERSONAL

*

*

*

*

*

*

*

*

*



{D0188987.1 }2

INJURY TRUST; TRUST ADVISORYCOMMITTEE FOR THE OWENS

CORNING/FIBREBOARD ASBESTOS

PERSONAL INJURY TRUST; and TRUSTADVISORY COMMITTEE FOR THE

UNITED STATES GYPSUM ASBESTOSPERSONAL INJURY SETTLEMENTTRUST (the “TACs”);

and

HON. DEAN M. TRAFELET (RET.), THE

LEGAL REPRESENTATIVE FOR

FUTURE CLAIMANTS AGAINST THEUNITED STATES GYPSUM ASBESTOS

PERSONAL INJURY SETTLEMENT

TRUST (the “Futures Representative”)

*

*

*

*

*

*

*

*

Adv. Pro. No:*

Plaintiffs

*

v.*

HARTFORD ACCIDENT AND

INDEMNITY CO., FIRST STATEINSURANCE CO., NEW ENGLAND

INSURANCE COMPANY, NATIONALUNION FIRE COMPANY OF

PITTSBURGH, PA, AMERICAN HOME

ASSURANCE CO., GARLOCK SEALINGTECHNOLOGIES, LLC., SPECIALTY

PRODUCTS HOLDING CORP.,

DELAWARE CLAIMS PROCESSINGFACILITY, LLC, and VERUS CLAIMS

SERVICES, LLC

*

*

*

*

*

*

Defendants *

VERIFIED COMPLAINT FOR DECLARATORY AND INJUNCTIVE RELIEF

The ACandS Asbestos Settlement Trust, the Kaiser Aluminum & Chemical Corporation

Asbestos Personal Injury Trust, the Owens Corning/Fibreboard Asbestos Personal Injury Trust,

and the United States Gypsum Asbestos Personal Injury Settlement Trust (the “Trusts”); the

Trust Advisory Committees for the ACandS Asbestos Settlement Trust, the Kaiser Aluminum &



{D0188987.1 }3

Chemical Corporation Asbestos Personal Injury Trust, the Owens Corning/Fibreboard Asbestos

Personal Injury Trust, and the United States Gypsum Asbestos Personal Injury Settlement Trust

(the “TACs”); and Hon. Dean M. Trafelet (Ret.), the Legal Representative for Future Claimants

Against the United States Gypsum Asbestos Personal Injury Settlement Trust (the “Futures

Representative”) (collectively, “Plaintiffs”) by and through their undersigned counsel, state:

SUMMARY OF ACTION

1. This is an action for declaratory and injunctive relief pursuant to Rules 7001(7),

7001(9) and 7065 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and

11 U.S.C. § 105, seeking construction and interpretation of the Plans of Reorganization in the

captioned cases (the “Plans”) and the corresponding Trust Distribution Procedures (“TDP”)

pursuant to which the Trusts operate, and seeking also an injunction barring Defendants from

seeking certain discovery from the Trusts in excess of that permitted by the Plans and TDPs.

JURISDICTION AND VENUE

2. This Court has jurisdiction to hear the matters set forth in this Adversary

Proceeding pursuant to 28 U.S.C. §§ 1334(b) and 157(b)(1).

3. In addition, pursuant to its Orders confirming the Plans and provisions in the

Plans themselves, this Court has retained exclusive jurisdiction post-confirmation to “[i]ssue

injunctions, enforce the injunctions contained in the Plan and Confirmation Order, enter and

implement other orders or take such other actions as may be necessary or appropriate to restrain

interference by any Entity with consummation, implementation, or enforcement of the Plan or

Confirmation Order”,1 and to “[d]etermine any other matters that may arise in connection with or

relate to the Plan, the Disclosure Statement, the Confirmation Order or any contract, instrument,

1 Joint Plan of Reorganization of USG Corp. at Art. X.A.9, In re USG Corp., No. 01-2094

(Bankr. D. Del. Mar. 27, 2006) [Dkt. No. 10709].



{D0188987.1 }4

release or other agreement or document entered into or delivered in connection with the Plan, the

Disclosure Statement, or the Confirmation Order.”2

4. This Adversary Proceeding constitutes a core proceeding under 28 U.S.C.

§ 157(b)(2)(A), (L), and (O).

5. This Adversary Proceeding has been brought in accordance with Bankruptcy

Rules 7001(7), 7001(9) and 7065.

6. Venue in this Court is proper pursuant to 28 U.S.C. § 1409(a).

PARTIES

7.

Plaintiff ACandS Asbestos Settlement Trust is a Delaware statutory trust with its

principal place of business located in New Jersey.

8. Plaintiff Kaiser Aluminum & Chemical Corporation Asbestos Personal Injury

Trust is a Delaware statutory trust with its principal place of business located in Delaware.

9. Plaintiff Owens Corning Fibreboard/Asbestos Personal Injury Trust is a Delaware

statutory trust with its principal place of business located in Delaware.

10. Plaintiff United States Gypsum Asbestos Personal Injury Settlement Trust is a

Delaware statutory trust with its principal place of business located in Delaware.

2 Second Amended Joint Plan of Reorganization at Art. XIII.l & XIII.n, In re Kaiser Aluminum

Corp., No. 02-10429 (Bankr. D. Del. Sept. 7, 2005) [Dkt. No. 7312]. See also Order Confirming

ACandS’s Second Plan of Reorganization, In re ACandS, Inc., No. 02-12637 (Bankr. D. Del.

May 8, 2008) [Dkt. No. 3309] and Second Plan of Reorganization of ACandS Inc. at 13.3(d) &13.3(e), In re ACandS, Inc., No. 02-12637 (Bankr. D. Del. Nov. 19, 2007) [Dkt. No. 3109];

Order Confirming the Sixth Amended Joint Plan of Reorganization at 57-58, In re Owens

Corning, No. 00-03837 (Bankr. D. Del. Sept. 26, 2006) [Dkt. No. 19366] and Sixth AmendedJoint Plan of Reorganization at 13.1(a) & (l), In re Owens Corning, No. 00-03837 (Bankr. D.

Del. July 10, 2006) [Dkt. No. 18339, Appendix A]; Order Confirming the First Amended Joint

Plan of Reorganization at 27-28, In re USG Corp., No. 01-2094 (Bankr. D. Del. June 15, 2006)[Dkt. No. 11688] and First Amended Chapter 11 Plan of Reorganization of USG Corp. at Art.

X.A.9, In re USG Corp., No. 01-2094 (Bankr. D. Del. Mar. 27, 2006) [Dkt. No. 10810].



{D0188987.1 }5

11. Plaintiff Trust Advisory Committee for the ACandS Asbestos Settlement Trust is

a committee created pursuant to the trust agreement in that case.

12. Plaintiff Trust Advisory Committee for the Kaiser Aluminum & Chemical

Corporation Asbestos Personal Injury Trust is a committee created pursuant to the trust

agreement in that case.

13. Plaintiff Trust Advisory Committee for the Owens Corning/Fibreboard Asbestos

Personal Injury Trust is a committee created pursuant to the trust agreement in that case.

14. Plaintiff Trust Advisory Committee for the United States Gypsum Asbestos

Personal Injury Settlement Trust is a committee created pursuant to the trust agreement in that

case.

15. Plaintiff Hon. Dean M. Trafelet (Ret.) is the Legal Representative for Future

Claimants Against the United States Gypsum Asbestos Personal Injury Settlement Trust.

16. Defendant Hartford Accident and Indemnity Company is a corporation organized

and existing under the laws of the State of Connecticut, with its principal place of business in the

State of Connecticut.

17. Defendant First State Insurance Company is a corporation organized and existing

under the laws of the State of Connecticut with its principal place of business in the

Commonwealth of Massachusetts.

18. Defendant New England Insurance Company is a corporation organized and

existing under the laws of the State of Connecticut with its principal place of business in the

Commonwealth of Massachusetts.



{D0188987.1 }7

BACKGROUND

25. Over the past several months, and in separate actions around the country, insurers

and certain asbestos defendants that have recently filed for chapter 11 bankruptcy have launched

massive and intrusive discovery efforts against asbestos personal injury trusts, including the

Plaintiff Trusts here, seeking vast amounts of information concerning claims submissions made

by claimants to the trusts. Some of these discovery requests seek the complete records for

hundreds of thousands of claimants, demanding every scrap of electronic information maintained

by dozens of asbestos personal injury trusts. Not only are these discovery requests

extraordinarily burdensome and overbroad, they are part of an improper and concerted effort to

use the trusts to obtain discovery that no tort system participant would have access to, distorting

the tort system rights and obligations that the Trusts were carefully designed to leave intact as

closely as possible.

26. In this action, the Plaintiff Trusts, all of whom are subject to the continuing

jurisdiction of this Court, together with the TACs and the FCR, seek to resolve in one

jurisdiction, in one action, the proper scope of discovery of their claimant information and data

that the Defendants have sought, and the protections that the Trusts may properly and

consistently invoke in the event of future discovery efforts.

I. The Trusts Were Created to Pay Asbestos Claims Against Specific Bankrupt EntitiesWhile Affecting the Tort System as Little as Possible

27. This Court presided over the bankruptcies that resulted in the creation of each of

the Plaintiff Trusts, and reviewed and confirmed the Plans and related documents that established

and govern them. The Court is intimately familiar with the legal framework within which the

Trusts were created and well-versed in the background and rationale that supports each of the



{D0188987.1 }8

carefully crafted provisions included in the TDP that govern the Trusts after they begin

functioning. A summary is presented here.

28. Each of the Trusts was created pursuant to section 524(g) of the Bankruptcy

Code, a provision enacted by Congress specifically to deal with the complex and unique issues

raised by asbestos-driven bankruptcies. When a section 524(g) plan is confirmed, present and

future asbestos claims against the reorganized debtor are channeled to a post-confirmation trust

that considers and resolves the claims pursuant to settlement criteria approved by the Court as

part of a plan of reorganization. In return for being freed of such claims, the debtors and others

fund the trust, and the asbestos claimants have recourse to the assets of the trust.

29. The Trusts exist solely to resolve the asbestos liabilities that are channeled to

them. The TDP effectuate the resolution of the debtors’ asbestos liability by providing a

mechanism for paying channeled asbestos claims. The primary objective of the TDP is to

distribute money fairly and equitably to all claimants, present and future.

30. To achieve this objective, the TDP resolve those claims that satisfy the TDP’s

medical and exposure criteria in lieu of litigating them to judgment in the tort system. The

criteria are designed to approximate the settlement process of the debtor and asbestos defendants

generally in the tort system.

31. The TDP were designed and intended to leave state tort law where they found it,

affecting state tort law rights as little as possible while accomplishing the goals of the Plans.

32. The TDP do not alter the ordinary discovery practices applicable in individual

asbestos claims in the tort system.



{D0188987.1 }9

33. The TDP, for example, do not prohibit an asbestos defendant in the tort system

from deposing a plaintiff and asking the plaintiff whether it has filed a claim against any Trust,

and what evidence he or she submitted in support of that claim.

34. The TDP also do not prohibit an asbestos defendant from obtaining such evidence

from a Trust, but contain provisions intended to preserve the confidentiality of the submissions.

See ACandS, Inc. Asbestos Settlement TDP § 6.5 (Aug. 19, 2008); Kaiser Aluminum &

Chemical Corporation Third Amended Asbestos TDP § 6.5 (Nov. 20, 2007); Owens

Corning/Fibreboard Asbestos Personal Injury TDP § 6.5 (Feb. 2, 2010); United States Gypsum

Asbestos Personal Injury Settlement TDP § 6.5 (Mar. 29, 2010). Although these provisions

contain some minor variations, they are largely uniform.

35. For example, the confidentiality provision included in the Owens Corning TDP

provides as follows:

6.5 Confidentiality of Claimants’ Submissions. All submissions to the PI Trust

by a holder of a PI Trust Claim or a proof of claim form and materials relatedthereto shall be treated as made in the course of settlement discussions between

the holder and the PI Trust and intended by the parties to be confidential and to be

protected by all applicable state and federal privileges, including, but not limitedto, those directly applicable to settlement discussions. The PI Trust will preserve

the confidentiality of such claimant submissions, and shall disclose the contents

thereof only, with the permission of the holder, to another trust established for thebenefit of asbestos personal injury claimants pursuant to section 524(g) and/or

section 105 of the Bankruptcy Code or other applicable law, to such other persons

as authorized by the holder, or in response to a valid subpoena of such materials

issued by the Bankruptcy Court. Furthermore, the PI Trust shall provide counselfor the holder a copy of any such subpoena immediately upon being served. The

PI Trust shall on its own initiative or upon request of the claimant in question take

all necessary and appropriate steps to preserve said privilege before theBankruptcy Court and before those courts having appellate jurisdiction related

thereto. Notwithstanding anything in the foregoing to the contrary, with the

consent of the TAC and the Future Claimants’ Representative, the PI Trust may,in specific limited instances, disclose information, documents, or other materials

reasonably necessary in the PI Trust’s judgment to preserve, litigate, resolve, or

settle coverage, or to comply with an applicable obligation under an insurancepolicy or settlement agreement within the OC Asbestos Personal Injury Liability



{D0188987.1 }10

Insurance Assets; provided, however, that the PI Trust shall take any and all stepsreasonably feasible in its judgment to preserve the further confidentiality of such

information, documents and materials, and prior to the disclosure of such

information, documents or materials to a third party, the PI Trust shall receivefrom such third party a written agreement of confidentiality that (a) ensures that

the information, documents and materials provided by the PI Trust shall be usedsolely by the receiving party for the purpose stated in the agreement and (b)prohibits any other use or further dissemination of the information, documents

and materials by the third party.

Owens Corning Asbestos Personal Injury TDP § 6.5 (Feb. 2, 2010 rev.).

36. Consistent with the overall objective of the TDP to minimize any impact on state

tort law rights and obligations, the TDP’s confidentiality provisions were expressly designed to

treat claimant submissions in the same manner as a solvent settling co-defendant would treat

settlement information, and to provide the same protections for those materials as such a settling

co-defendant would expect.

II. The Trusts Are Being Subjected to Improper and Abusive Discovery That Violates the

Purpose of the Trusts and the Confidentiality Provisions of the TDP

37. As set forth below, attempts to obtain massive quantities of claimant information

from the Trusts have become increasingly frequent over the past several months, threatening the

purpose for which the Trusts were created, contravening the provisions that control the Trusts’

functions and consuming Trust resources that should be directed to paying claimants.

38. These requests are made by, among others, other insolvent asbestos defendants

that are attempting to reorganize, creditors’ committees in such asbestos bankruptcies, and

insurers. These requests aim to turn the Trusts into clearing houses for information regarding the

hundreds of thousands of claimants that submit claims to the Trusts.

39. In May of 2010, in connection with insurance coverage litigation between

Federal-Mogul Products, Inc./Federal-Mogul U.S. Asbestos Bodily Injury Trust and several



{D0188987.1 }11

insurers in New Jersey state court,3

the insurers served a subpoena on Verus, the claims

processing facility for several asbestos trusts, including the ACandS Asbestos Settlement Trust

and the Kaiser Aluminum & Chemical Corporation Asbestos Personal Injury Trust. The

subpoena noticed a deposition and sought all documents submitted to Verus or any section

524(g) trust by more than 100,000 asbestos claimants, including all documents and

communications regarding the resolution and/or allowance decision regarding those asbestos

claims, including any documents identifying a claim deficiency, and any printable claims forms,

computer data and/or databases identifying, reflecting, or in any way relating, to a claim

submitted to Verus or any trust by those asbestos claimants. The insurers contend that this

information would allow them to uncover information regarding claims for which the insured is

seeking coverage, and would permit them to locate inconsistent claims.

40. In July of 2010, the Official Committee of Unsecured Creditors in the Motors

Liquidation Co. bankruptcy case moved for leave to serve subpoenas compelling the production

of documents by the claims processing facilities for seven asbestos trusts, including “any and all

claims forms and other filings submitted to each of the trusts by the plaintiffs in each of the pre-

petition asbestos personal injury actions against Old GM in which the plaintiffs alleged they

suffered from mesothelioma” and “the amounts paid by each of the Trusts to the plaintiffs in the

Mesothelioma Cases.”4 The request encompassed the seven trusts’ claim files and settlement

3Subpoena, Federal-Mogul Prods., Inc. v AIG, No. MRS-L-2535-06 (N. J. Sup. Ct. May 25,

2010).

4 Motion of the Official Committee of Unsecured Creditors of Motors Liquidation Company for

an Order Pursuant to Bankruptcy Rule 2004 Directing Production of Documents By (I) the

Claims Processing Facilities for Certain Trusts Created Pursuant to Bankruptcy Code Section524(g), and (II) General Motors LLC and the Debtors at 9-10, In re Motors Liquidation Co., No.

09-50026 (Bankr. S.D.N.Y. July 20, 2010) [Dkt. No. 6383] (“GM Motion”).



{D0188987.1 }12

payment history for more than 7,000 individuals,5

potentially encompassing hundreds of

thousands of pages of individuals’ detailed medical files and evidence of exposure to asbestos-

containing products of other companies. The creditors’ committee claimed this information was

necessary to fill in certain alleged “gaps” in the debtors’ claims database, and to show that the

actual values at which the debtor historically resolved its claims were wrong.6

41. On October 1, 2010, several insurers served a subpoena on Verus in connection

with insurance coverage litigation between Porter Hayden and several of its insurers pending in

the federal district court in Maryland.7 The subpoena noticed a deposition and sought production

of all information that as many as 20,000 claimants had submitted in claims forms (including any

attachments or other documents appended thereto) to any section 524(g) trust, all amounts paid

to a claimant by any trust, and the claim status of any claim which had not yet been paid. The

insurers contend that this information is necessary in order for them to determine whether any

Porter Hayden Trust claimants have filed claims for compensation with other trusts, to compare

the information submitted to the trusts, and to determine the levels of total compensation that

such claimants are receiving from all the trusts and the tort system.

42. On October 11, 2010, in the In re Specialty Products Holding Corp. bankruptcy

case currently pending before this Court, the debtors, Specialty Products Holding Corp. and

Bondex International, Inc., requested leave to issue subpoenas to several claims processing

5 See Application of the Official Committee of Unsecured Creditors Holding Asbestos-Related

Claims for an Order Pursuant to Bankruptcy Rule 2004 Authorizing the Taking of DocumentDiscovery and Deposition Testimony from the Debtors and from General Motors LLC, Its

Subsidiaries and Affiliated Companies, In re Motors Liquidation Co., No. 09-50026 (Bankr.S.D.N.Y. July 20, 2010) [Dkt. No. 6382]. Ultimately, the request was narrowed.

6 GM Motion at 13-14.

7 Notice of Subpoena, Nat’l Union Fire Ins. Co. v. Porter Hayden Co., No. 03-3414 (D. Md. Oct.

1, 2010).



{D0188987.1 }13

facilities, including the Delaware Claims Processing Facility, Trust Services, Inc., and Verus.8

The debtors request that they be permitted to seek all information supplied on the claim forms

submitted by each claimant to each trust, the amounts each of the trusts paid, if any, to each

claimant, and the status of every claim against every trust that has been submitted but not

resolved. The debtors also seek an order that would compel the trusts and claims facilities to

produce all of the requested discovery , and the debtors seek to have this order issue before the

discovery is even served. The debtors claim to need this information in order to take into

account the trusts’ claimants’ history of exposure to other asbestos defendants’ products as well

as the availability of other sources to compensate the claimants for their alleged harm, and to

obtain information about recoveries plaintiffs have obtained or could obtain from the trusts that

has been obscured by plaintiffs’ alleged, but undemonstrated, delay and concealment.

43. Two days later, the debtors in the In re Garlock Sealing Technologies LLC

bankruptcy case, presently pending in the Bankruptcy Court for the Western District of North

Carolina, filed a similar motion seeking leave to serve discovery on numerous claims processing

facilities and dozens of trusts, including virtually every major asbestos trust.9 The scope of

discovery sought in Garlock is astounding. The debtors ask that the claims processing facilities

and trusts be ordered to provide a “complete electronic copy of the Trust’s[s’] database[s] of

asbestos claims, often described as ‘individual level claims data’ or ‘claimant and claim level

database’”, and a “complete electronic copy of any database relating to asbestos claims filed

8Motion of the Debtors for an Order, Pursuant to Rule 2004 of the Federal Rules of Bankruptcy

Procedure, Directing Production of Information by Claims Processing Facilities for Certain

Asbestos Personal Injury Trusts, In re Specialty Prods. Holding Corp., No. 10-11780 (Bankr. D.

Del. Oct. 11, 2010) [Dkt. No. 437].

9Motion of Debtors for an Order Pursuant to Bankruptcy Rule 2004 Directing Production of

Data by Claims Processing Facilities and Asbestos Trusts, In re Garlock Sealing Techs., LLC ,

No. 10-31607 (Bankr. W.D.N.C. Oct. 13, 2010) [Dkt. No. 601] (“Garlock Motion”).



{D0188987.1 }14

against any Debtor prior to the date the respective Debtor petitioned for relief under the

Bankruptcy Code.”10 The debtors made no attempt whatsoever to tailor or focus this discovery

to information pertaining to the debtors’ claimants. They seek every section 524(g) trusts’ entire

claims files/records for every single claimant; the information of hundreds of thousands of

claimants. And, as in Bondex, the debtors also seek an order that would compel the trusts and

claims facilities to produce all of the requested discovery , and they would have this order issue

before the discovery is even served. The justification offered by the debtors for this wholesale

demand for the Trusts’ information is that the information is required in order to investigate the

degree to which Garlock claimants have provided evidence of exposure to other asbestos

products when making claims against other parties and denied such exposure when making

claims against Garlock and to accurately calculate the shared responsibility of asbestos co-

defendants given Garlock claimants’ access to the “tens of billions of dollars available from

wealthy asbestos trusts.”

44. In several cases, the discovery has been directed in whole or in part to the Trusts’

claims processing facilities, Verus and DCPF. The claimant information in the hands of those

entities, which are service providers and vendors to the Trusts, remains the property of the

Trusts. Verus and DCPF have been named here as nominal defendants so that the declaratory

and injunctive relief sought in this action may be directed to and binding upon such claims

processors.

10 Garlock Motion at Ex. B.



{D0188987.1 }15

III. The Discovery Violates the Confidentiality Provisions of the TDP and the Purpose of the Trusts

45. To ensure that the functioning of the Trusts leaves the tort system as they found it,

the TDP include provisions designed to permit discovery akin to discovery that might be

permitted of a co-defendant in the tort system.

46. To that end, the TDP include confidentiality provisions substantially similar to the

one contained in the Owens Corning TDP, the text of which is provided in paragraph 35. See

ACandS, Inc Asbestos Settlement Trust Distribution Procedures, § 6.5 (Aug. 19, 2008); Kaiser

Aluminum & Chemical Corporation Third Amended Asbestos Trust Distribution Procedures,

§ 6.5 (Nov. 20, 2007); Owens Corning/Fibreboard Asbestos Personal Injury Trust Distribution

Procedures § 6.5 (Feb. 2, 2010); United States Gypsum Asbestos Personal Injury Settlement

Trust Distribution Procedures, § 6.5 (Mar. 29, 2010).

47. These confidentiality provisions provide that submissions claimants made to the

Trusts shall be treated as confidential settlement communications, and will be protected by “all

applicable state and federal privileges, including, but not limited to, those directly applicable to

settlement discussions.”

48. The confidentiality provisions also require the Trusts to preserve the

confidentiality of the submissions.

49. The confidentiality provisions are carefully crafted to ensure that the Trusts are

not forced to produce information beyond the limited, individual, claimant-specific information

the asbestos defendants who preceded the Trusts could have been required to produce in the tort

system in individual cases.



{D0188987.1 }16

50. The confidentiality provisions do not contemplate and do not authorize the

production of the Trusts’ claimants’ submissions, information, or settlements in bulk, or for

purposes beyond discovery in an individual asbestos personal injury action.

51. Requiring the Trusts to produce information regarding their claimants en masse

ignores the limitations placed on proper discovery in the tort system, violates the letter and spirit

of the TDP, and is antithetical to the spirit of the Trusts’ charge to protect and guard their

claimants’ information.

52. The discovery, moreover, improperly subjects the Trusts to the cost of defending

against such attempts. Should such discovery be authorized, the Trusts would bear the burden of

complying with the discovery.

53. Resources diverted to defending against third-party discovery requests and

providing third-parties information they are not entitled to in the tort system would thus not be

available for the primary purposes of the Trusts, to compensate asbestos victims.

IV. The Discovery Sought is Far Beyond What a Participant in the Tort System could

Expect

54. In the tort system, an asbestos defendant’s ability to obtain discovery of co-

defendants’ settlements is very limited. Although it varies from state to state, in general such

discovery is permitted only after the defendant has suffered a verdict and is seeking set-off for

settlement payments made to the plaintiff by co-defendants.

55. Certainly no asbestos defendant in the tort system could expect to obtain through

discovery in an individual asbestos personal injury case settlements between a co-defendant and

thousands of other claimants, nor would an asbestos plaintiff expect to obtain discovery of any

and all settlements a defendant has made with other plaintiffs.



{D0188987.1 }17

56. In the tort system, asbestos defendants were able to obtain information regarding

the claims their claimants had filed and could file against the Trusts and other defendants only on

an individual, case-by-case basis.

V. The Purposes for Which the Proponents of the Discovery Claim to Need the Information Fail to Justify Abuse of the Trusts

57. The parties seeking the discovery of hundreds of thousands of claimants’

settlement information justify their requests in several ways. None of the justifications, however,

warrant permitting such massive discovery.

58. A recurring argument made by parties seeking information from the Trusts is that

claimants make inconsistent claims to trusts and in the tort system. Similarly, they argue that

claimants withhold evidence of exposures to insolvent defendants in their tort-system actions, by

fraud or strategic claiming. No meaningful evidence of this alleged fraud or inconsistent

claiming has ever been produced, however.

59. The TDP themselves do not operate to “conceal” claims. As seen above, the TDP

do not prohibit the Trusts from responding to subpoenas pursuant to applicable non-bankruptcy

law on a case-by-case basis.

60. Moreover, state courts are capable of policing discovery in the tort system and of

fashioning the appropriate remedy for any failure to provide complete and correct discovery

responses, should evidence of such an occurrence emerge. The Trusts should not be subject to

massive and intrusive discovery of thousands of claims in an effort to troll for inconsistencies.

61. Reorganizing debtors seeking massive discovery from the Trusts have also

contended that information from the Trusts is necessary in order for them to accurately estimate

the value of their aggregate asbestos liability because it will allow them to somehow “correct”



{D0188987.1 }18

their historical settlement values to account for the impact the insolvency of other asbestos

defendants had upon their trial risks and claims resolution decisions.

62. The debtors claim that after several top tier asbestos defendants became insolvent,

their risk of their being held accountable for liability properly attributed to the insolvents

increased if they went to judgment because claimants withheld evidence of their exposures to the

insolvents. The debtors further assert that, after the Trusts began functioning, their trial risks

increased because claimants could wait to allege claims against the Trusts until after the debtor

resolved the claimant’s claim, thereby depriving the debtor of its right to set-off for

compensation paid by the Trust. But any “trial risk” of a verdict holding a solvent defendant

responsible for liability properly attributable to an asbestos bankrupt or a Trust was certainly not

created by the bankruptcies of other defendants or the allegedly fraudulent conduct of the

defendant’ claimants, however. Such trial risks are the direct result of how judgments are

rendered and molded, an exclusive function of state law that varies from state to state.

63. The debtors’ argument that claimants could conceal evidence of exposure to the

asbestos-containing products of other tortfeasors ignores the fact that many states permit the

finder of fact to apportion fault among bankrupt entities, and numerous jurisdictions allow

named defendants to join responsible third-parties in tort actions, provided that the defendant

establishes that the party is a joint tortfeasor. Moreover, issues of discovery in tort cases are

particularly within the purview of state courts.

64. The debtors’ contention that claimants could wait to file claims against the Trusts,

thereby depriving them of their right to set-off, is overstated. Several states require claimants to

produce in discovery all the proofs of claim forms they have submitted, and to file all potential

claims against the Trusts promptly. Moreover, the debtors do not have the right to offset a



{D0188987.1 }19

settled joint tortfeasor’s payment to a plaintiff in those states that have adopted pure “several”

liability, where each joint tortfeasor can only be subjected to a judgment reflecting its own

“share” of liability. Nor do the debtors have a right to set-off in jurisdictions where the trial

courts permit the listing of all potentially responsible parties on the verdict sheet, and no liability

is attributed to the settling party. Numerous joint and several liability jurisdictions permit non-

settling defendants to set-off a judgment for compensation paid by the Trusts, and some states

have even allowed trial courts to retain jurisdiction post-verdict to provide credit for post-verdict

compensation received from the Trusts.

65.

These state-by-state variations certainly had a profound impact on the defendants’

case resolution decisions, and are already reflected in the defendants’ settlement data. The

debtors’ arguments are truly complaints about the tort system, and provide insufficient

justification for burdening the Trusts and overriding the TDP’s confidentiality provisions.

66. The data that can be extracted from an asbestos defendant’s own individual

history in the tort system provides the only realistic starting point for deriving a reasonable

estimate of that defendant’s remaining asbestos-related liability. In most asbestos bankruptcy

cases featuring a contested estimation, courts have recognized that the debtor’s settlement history

provides the best data for use in estimating liability, and have relied on that data as the starting

point for estimation.

67. The vast majority of asbestos cases in the tort system are resolved by settlement in

which the settling party undertakes to resolve only its own share of liability. The historical

settlement values of debtors therefore already reflect those debtors’ own assessment, developed

through whatever tort system discovery they sought, of the likelihood that other parties were

responsible for any given claimant’s injury.



{D0188987.1 }20

VI. Turning the Trusts Into Information Clearing Houses to Change the Tort System, or to Alter a Debtor’s Settlement History, Threaten the Purpose and Goals of the Trust, and

Impair Their Ability to Function

68. The Trusts collect information pursuant to the TDP in order to resolve claims.

This information was not intended to be used to alter the tort system, or to allow a reorganizing

debtor to back away from its own claims resolution history. Improper attempts to treat the Trusts

as a virtual well of information that can be drawn on to support debtors,’ solvent defendants,’

and insurers’ various arguments that their past and future liability should be reduced contravene

the very purpose of the Trusts, and should not stand.

COUNT I

DECLARATORY RELIEF

69. The Plaintiffs incorporate by reference each of the foregoing averments as though

fully set forth herein.

70. This action is brought pursuant to 28 U.S.C. §§ 2201 and 2202 and Bankruptcy

Rule 7001(9), and there is an actual controversy among the parties.

71. Plaintiffs are entitled to a declaration of the Trusts’ rights and obligations under

the Plans and TDPs as follows:

72. The TDP permit discovery of an individual claimant’s submissions to the Trust

only to a party in an actual personal injury lawsuit brought by that claimant and only pursuant to

a subpoena issued in compliance with the TDP and subject to state or other applicable non-

bankruptcy law.

73. No single subpoena may seek the submission of more than one claimant to the

Trust. No party or entity may obtain multiple claimant submissions from a Trust for any

purpose, except as specifically authorized by this Court.



{D0188987.1 }21

COUNT II

PRELIMINARY AND PERMANENT INJUNCTIVE RELIEF

74. The Plaintiffs incorporate by reference each of the foregoing averments as though

fully set forth herein.

75. Section 105(a) of the Bankruptcy Code and Bankruptcy Rule 7065 authorize and

empower this Court to issue any orders that will further the purposes and goals of the Bankruptcy

Code.

76. The issuance of an injunction pursuant to section 105(a) of the Bankruptcy Code

and Bankruptcy Rule 7065 is necessary and appropriate here.

77. Plaintiffs are likely to succeed on the underlying merits of this action.

78. Continued prosecution of the discovery against the Trusts will result in irreparable

harm to the Trusts and to present and future claimants of the Trusts, because such discovery

violates the TDP, and because claimant information, once produced, may not be recalled.

79. The likelihood of irreparable harm to the Trusts in the absence of the injunctive

relief sought herein far outweighs any harm to the Defendants.

80. The requested injunctive relief will serve the public interest by avoiding

distortions of the tort system and preserving the Trusts in the form in which they were approved

by the Court.

PRAYER FOR RELIEF

WHEREFORE, Plaintiffs demand judgment against Defendants and pray that the Court

grant each of the following remedies:

a. A declaration that the discovery sought by the Defendants from the Trusts is

beyond the scope of proper discovery from the Trusts, and that the Trusts need

not and may not provide individual claimant information except pursuant tosubpoenas issued in connection with an asbestos personal injury lawsuit relating



{D0188987.1 }22

to a single claimant subject to the relevant confidentiality provisions of the Trustsand in conformance with the relevant state or other applicable non-bankruptcy

law;

b. A preliminary and permanent injunction barring Defendants from having,

continuing, or otherwise obtaining the discovery sought from the Trusts, or anysection 524(g) trust similarly situated, by any means, including by subpoena toDCPF, Verus or any other claims processing facility;

c. A preliminary and permanent injunction barring DCPF or Verus from providing

discovery sought from the Trusts except in conformance with the declarationsought above;

d. Such other and further relief as may be necessary or appropriate.

Dated: October 27, 2010 Respectfully submitted,

CAMPBELL & LEVINE, LLC

/s/Bernard Conaway_________________Bernard Conaway (2856)

Kathleen Campbell Davis (4229)800 N. King Street, Suite 300

Wilmington, Delaware 19801


Douglas A. CampbellPhilip E. Milch

Stanley E. Levine

1700 Grant Building

Pittsburgh, Pennsylvania 15219Telephone: (412) 261-0310

Facsimile: (412) 261-5066

Counsel for the Owens Corning/Fibreboard

Asbestos Personal Injury Trust and the

United States Gypsum Asbestos Personal

Injury Settlement Trust



{D0188987.1 }23

KEATING MUETHING & KLEKAMPPLL

Robert G. Sanker

Kevin E. IrwinJennifer Morales

One East Fourth Street, Suite 1400Cincinnati, Ohio 45202Telephone: (513) 579-6400

Facsimile: (513) 579-6457

Counsel for ACandS Asbestos Settlement

Trust

FRANK GECKER, LLP

Joseph Frank

Frances Gecker325 N. LaSalle, Suite 625

Chicago, Illinois 60654

Telephone: (312) 276-1400

Facsimile: (312) 276-0035

Counsel for Kaiser Aluminum & Chemical

Corporation Asbestos Personal Injury Trust

CAPLIN & DRYSDALE, CHARTERED

Elihu Inselbuch

Rita C. Tobin375 Park Avenue, 35th Floor

New York, New York 10152-3500


Peter Van N. Lockwood

Ann C. McMillanJames P. Wehner

One Thomas Circle, N.W., Suite 1100

Washington, D.C. 20005Telephone: (202) 862-5000

Facsimile: (202) 429-3301

Counsel to the Trust Advisory Committees

for the ACandS Asbestos Settlement Trust,

the Kaiser Aluminum & Chemical

Corporation Asbestos Personal Injury Trust,



{D0188987.1 }24

the Owens Corning/Fibreboard Asbestos

Personal Injury Trust, and the Trust

Advisory Committee for the United States

Gypsum Asbestos Personal Injury Settlement

Trust

KAYE SCHOLER, LLP

Andrew Kress

425 Park Avenue

New York, New York 10022Telephone: (212) 836-8000

Facsimile: (212) 836-8689

Counsel for Hon. Dean M. Trafelet (Ret.),

Legal Representative for Future Claimants

Against the United States Gypsum AsbestosPersonal Injury Settlement Trust

LANDIS RATH & COBB, LLP

Adam G. Landis

Kerri K. MumfordRebecca L. Butcher

919 Market Street, Suite 1800

P.O. Box 2087Wilmington, DE 19899

Telephone: (302) 467-4400

Facsimile: (302) 467-4450

Counsel for the Kaiser Aluminum &

Chemical Corporation Asbestos Personal

Injury Trust