APPENDIX D
SELECTED DOCUMENTS REFERRED TO IN THE REPORT
TAB
DOCUMENT NUMBER
DESCRIPTION
D-1.
none
FTI Consulting Schedule 3
D-2.
IM-SEC 007326-65
March 9, 2000, Letter from Monk to Ricketts,
together with CIM Ventures Round Trip Loan
documents (excerpt)
D-3.
IM-SEC 001409
E-mail from Ricketts to Weaver and Maggio,
dated January 30, 2002
D-4.
GT SEC 0130512-29
New Client Evaluation Form submitted by
Ramler to GT for Refco engagement
D-5.
GT SEC 0004084-88
April 11, 2005, Memorandum to file from
Ramler concerning fraud assessment of Refco
audit
D-6.
AAREF 00015841-43;
AAREF 00004997-99;
AAREF 00005556-57;
AAREF 00010201-02;
AAREF 00012494;
GT SEC 0031852
Annual schedules of Loans Receivable from
Unconsolidated Affiliates for years 1998-2003
D-7.
AAREF 00011967
May 10, 1999, Memo from Ramler re
Receivables from Affiliates
D-8.
AAREF 00003029-34
AA audit sign-off meeting memorandum
concerning paydown of receivables from
affiliates
D-9.
AAREF 00000569-76
April 7, 1999, Confirmation Request Letter
from RCM to RGHI with February 1999 RGHI
Account Statement
D-10.
none
Assignment Agreement, dated October 28,
1997, between Refco, Inc. and Wells Limited as
to Niederhoffer accounts, signed by Bennett on
behalf of Wells
- Appendix D, p. 1 -
TAB
DOCUMENT NUMBER
DESCRIPTION
D-11.
GT E SEC 2001093420010934.0010
E-mail from GT auditor to Mutterer at Refco
transmitting a list of items GT needed for the
RCC audit and reflecting plan to trace amounts
due RCC to books of affiliates
D-12.
REFCO-0009-001370;
0009-001378
RGHI @ RCC statement example from
February 2004
D-13.
REFCO-0009-000282-290
RGHI @ RCM statement example, from
November 2004
D-14.
GT SEC 0002001
Credit Risk Analysis Report from Refco
reflecting $545 million transactions with RGHI
and Liberty Corner on consecutive lines
D-15.
GT SEC 0075030-31
Credit Risk Analysis for the $545 million
Liberty Corner transaction reflecting Outridge
calling it a “mistake”
D-16.
GT SEC 0077662
Credit Risk Analysis for the $700 million
Liberty Corner transaction
D-17.
GT SEC 0005943
Credit Risk Analysis for the $345 million
Liberty Corner transaction
D-18.
GT SEC 0032688
“Developing the Audit Plan” portion of GT
Audit Program for Refco Group Ltd. LLC for
re-audit of 2002 financial statements (excerpt)
D-19.
GT SEC 0130713
Notes from Ramler desk file containing
references to $450 million and Liberty Corner
D-20.
GT EX 001976
Notes from GT professional standards group
reflecting a discussion with a lawyer and noting
that “Refco makes firm uncomfortable” and
“we would be sued”
D-21.
EY-REF-005815
October 6, 1998, E-mail from Neidhardt to R.
Schachat regarding interest expense treatment
D-22.
EY-REF-004941-44
August 2001 E&Y e-mails regarding large
intercompany debt
- Appendix D, p. 2 -
TAB
DOCUMENT NUMBER
DESCRIPTION
D-23.
EY-REF-004428
June 25, 2002, E-mail from Neidhardt regarding
propriety of accrual of interest income on
intercompany receivable
D-24.
EY-REF-024453-54
October 8, 1998, E-mail from Neidhardt
referencing large intercompany debt
D-25.
EY-REF 002117-20
May 17, 1999, Letter from Neidhardt to Rossi
regarding Wells losses
D-26.
EY-REF-005863
February 9, 1999, Memo to file from Neidhardt
regarding BAWAG transaction
D-27.
EY-REF-025104-10
February 2002 E&Y memo to file regarding
RGL restructuring
D-28.
EY-REF 000334
March 7, 2002, E&Y file notes regarding Refco
“guarantees and pay down of receivable at yearend”
D-29.
EY-REF 000080
November 20, 1997, E&Y file notes regarding
firm risk on N Loss
D-30.
EY-REF 000287
October 17, 2002, Neidhardt e-mail regarding
$750 million intercompany debt and year end
pay down
D-31.
EY-REF-022645
June 4, 2003, Neidhardt e-mail regarding large
intercompany debt
D-32.
EY-REF 003278-79
November 10, 2005, Neidhardt memo to file
regarding E&Y’s 2003 “resignation”
D-33.
MB02328934
Collins’ handwritten notes of his telephone
conversation with Weaver on February 1, 2000
D-34.
MB02325177
February 22, 2000, Letter from Ricketts to
Monk regarding February 2000 RTL
D-35.
MB02035648-49
Draft guaranty for use with February 2001 RTL
with Delta Flyer containing handwritten
changes apparently made by Collins
- Appendix D, p. 3 -
TAB
DOCUMENT NUMBER
DESCRIPTION
D-36.
MB02035650-51
Draft indemnity for use with February 2001
RTL with Delta Flyer containing handwritten
changes apparently made by Collins
D-37.
MB02339720
February 16, 2001, Letter from Ricketts to
Collins regarding February 2001 RTL
D-38.
MB02035690-706
Draft loan agreement for February 2001 RTL
with Delta Flyer containing handwritten
changes made by Collins
D-39.
REFCO-HC-0533882-83
E-mail from Koury to Maggio, with copies to
Collins, Schultz, and Pazzol, dated May 20,
2005, transmitting copies of May 2005 RTL
documents
D-40.
REFCO-E-008209041-55
Letter from Collins to Bennett, dated
September 27, 2004, enclosing Mayer Brown’s
statement for legal services rendered from
August 1, 2004 through August 31, 2004,
describing, in part, services for “preparation of
loan agreement, indemnification and guaranty
for Liberty Corner” (excerpt)
D-41.
MB02002443-2601
Composite Execution Copy RGL Note
Agreement, dated as of June 29, 2000, Relating
to $111,000,000 9.18% Senior Notes Due June
29, 2005 (excerpt)
D-42.
MB02003172-3295
Execution Copy of RGL $339,500,000
Revolving Credit Agreement, dated as of June
23, 2003 (excerpt)
D-43.
MB02071243-58
Letter from Bennett to Collins, dated October
15, 1999, regarding net worth of RGHI, with
handwritten comment, apparently in Collins’
writing, stating “minus loans to RGH”
- Appendix D, p. 4 -
TAB
DOCUMENT NUMBER
DESCRIPTION
D-44.
MB02376667
Memorandum from Schultz, dated February 11,
2002, pertaining to the potential sale of a
portion of RGHI’s membership shares in RGL,
and describing a transaction whereby RGHI
would sell 51% of its voting membership shares
in RGL, and the purchaser would pay $700
million ($350 million to be paid by the
assumption of liabilities of RGHI and the
remainder by cash)
D-45.
MBRM-EX 00066153-57
Draft “Letter Agreement,” dated June 11, 2002,
to be signed by RGL, RGHI, BOI, and the still
unidentified purchaser, whereby the
“Company” [RGL] agreed that “$350 million of
the Purchase Price for the Participation right
shall be used or caused to be used for the
retirement of intercompany debt of Refco
Group Holdings, Inc.”
D-46.
REFCO-0010-000540-53
Letter from Neidhardt to Trosten, dated April
29, 2002, providing summary of various
alternatives for restructuring a new investment
by BAWAG in RGL, and mentioning a $750
million obligation or debt balance from RGHI
to RGL
D-47.
MB02069381-87
Final “Letter Agreement,” dated July 12, 2002,
whereby, as part of PPA, the “Company”
[RGL] agreed that “$350 million of the
Purchase Price for the Participation right shall
be used or caused to be used for the retirement
of inter-company debt of Refco Group
Holdings, Inc.”
D-48.
MB02057884-87
Memorandum from Collins, dated November 3,
1997, transmitting “the initial agreements with
the Niederhoffer accounts which were
superseded by the more formal legal
agreements distributed earlier today,” together
with letter agreements dated October 28, 1997,
signed by Bennett on behalf of Refco
- Appendix D, p. 5 -
TAB
DOCUMENT NUMBER
DESCRIPTION
D-49.
MB02072959-95
Second Amended and Restated Limited
Liability Company Agreement of RGL, bearing
document no. 16341929.14, containing generic
signature page for “Profits Member” (excerpt)
D-50.
EY-REF-004335-42
Signature pages of various “Profit Members” of
RGL, faxed from RGL to E&Y on September 9,
2003, bearing document no. 16341929.14
D-51.
WGM-L 0017759-62, 6881, 790, 823, 961, 969,
971-73
Equity Purchase and Merger Agreement
(excerpt)
D-52.
REFCO-0008-117417-74
E-mail from Berger at McDermott Will
(counsel for BAWAG and DF Capital) to
Collins, dated July 29, 2004, transmitting drafts
of DF Capital Purchase Agreement and Funds
Flow spreadsheet, including Funds Flow for
“Repayment of $390 Million Overdraft made
by BAWAG to RGHI” (excerpt)
D-53.
REFCO-E-008221755-56
E-mail from Collins to Berger at McDermott
Will, dated July 30, 2004, confirming that
Bennett and BAWAG representative have
signed off on the funds flow and the latest draft
of the DF Capital Purchase Agreement
D-54.
none
Transcript of testimony of Trosten before
NASD arbitration panel on July 14, 2005
(excerpt)
D-55.
WGM-L 0007925
Letter of Intent between Refco and THL
regarding LBO
D-56.
WGM-R E157000
E-mail regarding Refco management issues
D-57.
KPMG-THL 0024322-25
Project Royce chronology
D-58.
WGM-L 0012431, 37-38,
49-51, 63-64
May 21, 2004, Draft KPMG report on LBO
diligence (excerpt)
D-59.
WGM-L 0025262
E-mail regarding Refco management issues
D-60.
KPMG-THL 0019714-16
KPMG possible additional due diligence
procedures
- Appendix D, p. 6 -
TAB
DOCUMENT NUMBER
DESCRIPTION
D-61.
THL/UCC 00033266-67
May 31, 2004, E-mail from Schoen to Lee
regarding proposed meeting with Bennett
D-62.
WGM-L 0025237
June 2, 2004, E-mail from Schoen to Jaeckel
regarding results of meeting with Bennett
D-63.
JM001 0001-03
January 8, 2002, Memo from Bennett to
executives explaining provision of profits
membership interests
D-64.
none
Profits membership interest redemption letters
for 7 Refco executives
D-65.
MWE 0002927-47
Proceeds Participation Agreement
D-66.
WGM-L 0010228
May 17, 2004, Draft KPMG report on LBO
diligence
D-67.
WGM-R 0003327, 34, 3839, 41, 52-53
Sexton questionnaire disclosing profits interest
(excerpt)
D-68.
THL SEC 00035137-38
July 26, 2005, Memorandum from DiDomenico
to Jaeckel regarding “Refco Solvency
Information Request”
D-69.
WGM-R 0011571-75
August 10, 2005, Letter from Refco, Inc. to
Murray Devine
D-70.
WGM-R 0011556-65
August 10, 2005, Letter from Murray Devine to
the Board of Directors of Refco, Inc.
D-71.
PwC 064848
August 17, 2005, Schedule of greenshoe
dividends to be paid to pre-existing
shareholders
D-72.
THL/SEC 00005263
Refco Proceeds Summary spreadsheet
- Appendix D, p. 7 -