Menjak v. Delphi Automotive Corporation

Filing 10

ORDER granting in part 6 Motion to dismiss or hold proceedings in abeyance, directing supplemental briefing and administratively closing the case. Signed by District Judge Thomas L. Ludington. (DPer)

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MICHIGAN
NORTHERN DIVISION
RATKO MENJAK,
Plaintiff,
Case Number: 11-10419
Hon. Thomas L. Ludington

v.
DELPHI CORPORATION,
Defendant.
_____________________________/

ORDER GRANTING IN PART DEFENDANT’S MOTION TO DISMISS OR HOLD
PROCEEDINGS IN ABEYANCE, DIRECTING SUPPLEMENTAL BRIEFING AND
ADMINISTRATIVELY CLOSING THE CASE
On February 2, 2011, Plaintiff Ratko Menjak (“Plaintiff”) filed a complaint [Dkt. #1] against
Defendant Delphi Automotive Corporation (“Defendant” or “Delphi Automotive”), alleging
violation of the Age Discrimination in Employment Act as a result of the September 2009
termination of his employment. Plaintiff, who was 64 at the time his employment was terminated,
alleges in his complaint that Defendant wrongfully terminated him because of his age, hired younger
employees before his discharge, and retained younger employees whose relative contributions were
less than Plaintiffs.
Defendant filed a motion to dismiss or, in the alternative, hold proceedings in abeyance [Dkt.
#6] on March 11, 2011. Defendant contends that Plaintiff’s complaint should be dismissed because
his claims are barred and enjoined by the orders of the United States Bankruptcy Court for the
Southern District of New York (the “Bankruptcy Court”) entered in Defendant’s Chapter 11
bankruptcy cases. Furthermore, Defendant contends that if Plaintiff’s claims are not barred and
enjoined, he cannot receive a distribution from Defendant without obtaining leave to file an
administrative claim with the Bankruptcy Court. Plaintiff filed an untimely response on April 6,

2011 [Dkt. #8], arguing that his claims are exempt from the Bankruptcy Court’s orders because
Defendant’s acts of age discrimination are willful misconduct under 29 U.S.C. § 626(b). In its reply
[Dkt. #9], Defendant restates its position that Plaintiff’s claims were discharged because assuming,
arguendo, that Defendant terminated Plaintiff’s employment because of his age, such conduct is not
the fraudulent, malicious, or willful type of conduct excepted from discharge under the Bankruptcy
Court’s Reorganization Plan. Furthermore, Defendant believes that the Bankruptcy Court is the
proper forum to litigate any dischargeability issue and requests that this Court hold the instant
proceedings in abeyance until Plaintiff’s request for relief has been determined by the Bankruptcy
Court.
The Court has reviewed the parties’ submissions and finds that the facts and the law have
been sufficiently set forth in the motion papers. The Court concludes that oral argument will not aid
in the disposition of the motion. Accordingly, it is ORDERED that the motion be decided on the
papers submitted. E.D. Mich. LR 7.1(e)(2). For the reasons provided below, the Court will grant
Defendant’s motion to dismiss or hold proceedings in abeyance.
I
A
On October 8 and 14, 2005, Delphi Corporation (“Delphi”) and certain of its domestic
affiliates (including without limitation, Delphi Automotive Systems LLC (“DAS LLC”) and
collectively referred to herein as the “Debtors”), filed petitions for reorganization relief under
chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the
Southern District of New York. On December 10, 2007, in the chapter 11 cases In re Delphi
Corporation, et al., Case No. 05-44481 (Bankr. S.D.N.Y.) (n/k/a In re DPH Holdings Corp., et al.),

-2-

the Debtors filed their first amended joint plan of reorganization (the “Plan”) and related disclosure
statement (the “Disclosure Statement”) and on January 25, 2008, the Bankruptcy Court entered an
order (the “Confirmation Order”) confirming the Plan, as modified (the “Confirmed Plan”). The
Confirmation Order became final on February 4, 2008.
On June 16, 2009, in the chapter 11 cases In re Delphi Corporation, et al., Case No.
05-44481 (Bankr. S.D.N.Y.) (n/k/a In re DPH Holdings Corp., et al.), the Debtors filed the “First
Amended Joint Plan Of Reorganization Of Delphi Corporation And Certain Affiliates, Debtors And
Debtors-In-Possession (As Modified)” (the “Modified Plan”). The Modified Plan made certain
modifications to the terms of the Confirmed Plan. To comply with the requirements of 11 U.S.C. §§
1125 and 1127, on the same date, the Debtors filed a supplement to the Disclosure Statement (the
“Supplement”). In connection with the Debtors’ Modified Plan and the Supplement, the Debtors
sought an order from the Bankruptcy Court, among other things, approving the Supplement as
containing adequate information, as defined under 11 U.S.C. § 1125, authorizing the solicitation of
votes on the Modified Plan, and establishing a bar date for the submission of claims asserting
administrative expense priority under 11 U.S.C. § 503(b). In connection therewith, and after notice
and a hearing, on June 16, 2009, the Bankruptcy Court entered a certain Order (A)(I) Approving
Modifications To Debtors’ First Amended Plan Of Reorganization (As Modified) And Related
Disclosures And Voting Procedures And (II) Setting Final Hearing Date To Consider Modifications
To Confirmed First Amended Plan Of Reorganization And (B) Setting Administrative Expense
Claims Bar Date And Alternative Transaction Hearing Date (the “Modification Procedures Order”).
Paragraphs 38 and 41 of the Modification Procedures Order provide the following:
any party that wishes to assert an administrative claim under 11 U.S.C. § 503(b) for
the period from the commencement of these cases through June 1, 2009 shall file a
-3-

proof of administrative expense (each, an “Administrative Expense Claim Form”)
for the purpose of asserting an administrative expense request, including any
substantial contribution claims (each, an “Administrative Expense Claim” or
“Claim”) against any of the Debtors. July 15, 2009 at 5 :00 p.m. prevailing Eastern
time shall be the deadline for submitting all Administrative Expense Claims (the
“[Initial] Administrative Expense Bar Date”) for the period from the commencement
of these cases through June 1,2009.
Modification Procedures Order ¶ 38.
any party that is required but fails to file a timely Administrative Expense Claim
Form shall be forever barred, estopped and enjoined from asserting such claim
against the Debtors, and the Debtors and their property shall be forever discharged
from any and all indebtedness, liability, or obligation with respect to such claim.
Modification Procedures Order ¶ 41.
Notice of the Initial Administrative Expense Bar Date was provided to Plaintiff via United
States mail on or prior to June 20, 2009. (Def.’s Mot. for Summ. J. Ex. 2.) In addition to providing
direct service through the mailing of applicable documents, as provided in paragraph 42 of the
Modification Procedures Order, notice of the Initial Administrative Expense Bar Date was also
published in the Detroit Free Press, the New York Times (national edition), the Wall Street Journal
(national, European, and Asian editions), and USA Today (worldwide) as required by paragraph 43
of the Modification Procedures Order. Pursuant to paragraph 44 of the Modification Procedures
Order, satisfaction of direct notice and publication notice constitutes adequate and sufficient notice
of the Initial Administrative Expense Bar Date and is deemed to satisfy the requirements of the
Bankruptcy Code, the Bankruptcy Rules, and the Local Rules of the Bankruptcy Court.
On July 30, 2009, the Bankruptcy Court entered its Order Approving Modifications Under
11 U.S.C. § 1127(b) to (I) First Amended Joint Plan of Reorganization of Delphi Corporation and
Certain Affiliates, Debtors and Debtors-In-Possession, as Modified and (II) Confirmation Order (the
“Modification Approval Order”), which confirmed the Debtors’ Modified Plan. On October 6, 2009,
-4-

the “Effective Date” of the Modified Plan occurred and the Modified Plan was substantially
consummated. On that date, the Debtors emerged from chapter 11 as reorganized entities (the
“Reorganized Debtors”) and many of the corporate entities changed their corporate names.
Upon the Effective Date of the Modified Plan, an injunction was imposed. Specifically, the
Modified Plan and the Modification Approval Order contain a permanent injunction against, among
other things, the commencement or continuation of any action to recover on any claim against the
Debtors that arose on or prior to October 6, 2009. Article 11.14 of the Modified Plan provides that:
the satisfaction, release, and discharge pursuant to [Article XI of theModified Plan
I shall act as an injunction against any Person commencing or continuing any action,
employment of process, or act to collect, offset, or recover any Claim, Interest, or
Cause of Action satisfied, released, or discharged under [the Modified] Plan to the
fullest extent authorized or provided by the Bankruptcy Code . . .
Modified Plan Art. 11.14 (emphasis added). Similarly, paragraph 22 of the Modification Approval
Order provides that:
the Debtors and all Persons shall be precluded and permanently enjoined on and after
the Effective Date from (a) commencing or continuing in any manner any Claim,
action, employment of process, or other proceeding of any kind with respect to any
Claim, Interest, Cause of Action, or any other right or Claim against the Reorganized
Debtors, which they possessed or may possess prior to the Effective Date, (b) the
enforcement, attachment, collection, offset, recoupment, or recovery by any manner
or means of any judgment, award, decree, order, or otherwise with respect to any
Claim, Interest, Cause of Action, or any other right or Claim against the Reorganized
Debtors, which they possessed or may possess prior to the Effective Date, (c)
creating, perfecting, or enforcing any encumbrance of any kind with respect to any
Claim, Interest, Cause of Action, or any other right or Claim against the Reorganized
Debtors, which they possessed or may possess prior to the Effective Date, and (d)
asserting any Claims, Interests, or Causes of Action that are satisfied, discharged,
released, or subject to exculpation hereby or by the Modified Plan.
Modification Approval Order ¶ 22. The permanent injunction in the Modified Plan and Modification
Approval Order thus prohibited the commencement or continuation of any action to recover any
claim against the Debtors that arose on or prior to October 6, 2009.
-5-

Furthermore, paragraph 47 of the Modification Approval Order provides in part:
requests for payment of an Administrative [Expense 1 Claim (other than as set forth
in the Modified Plan or otherwise contemplated by the Master Disposition
Agreement, i.e., for such claims arising on or after June 1, 2009) must be filed, in
substantially the form of the Administrative Claim Request Form attached as Exhibit
10.5 to the Modified Plan, with the Claims Agent and served on counsel for the
Debtors and the Creditors’ Committee no later than 30 days notice of after the
Effective Date is filed on the docket of the Chapter 11 Cases [November 5, 2009].
Any request for payment of an Administrative Claim pursuant to this paragraph that
is not timely filed and served shall be disallowed automatically without the need for
any objection from the Debtors or the Reorganized Debtors.
In compliance with paragraph 47 of the Modification Approval Order, the notice of Effective Date
was filed on October 6, 2009 with the Bankruptcy Court in the chapter II cases (the “Effective Date
Notice”). Upon the occurrence of the Effective Date on October 6, 2009, the bar date for filing
Administrative Expense Claims for claims arising on or after June 1, 2009 was established as
November 5, 2009 (the “Final Administrative Expense Bar Date”). As previously noted, notice of
the Final Administrative Expense Bar Date was provided to Plaintiff via United States mail on or
prior to October 9, 2009 through service of the Effective Date Notice.
B
Before his termination, Defendant employed Plaintiff as a Senior Mechanical Engineer III.
During his tenure with Defendant, Plaintiff had become a member of Defendant’s “Innovation Hall
of Fame,” had 23 patents and had earned four of those patents between June 2007 and June 2008.
Plaintiff had three patents pending at the time of his termination.
On August 20, 2009, Plaintiff was made aware that he was being laid off. Plaintiff, who was
64 years old at the time his employment was terminated, was the oldest mechanical engineer. At the
same time Plaintiff’s employment was terminated, 115 other employees were notified that their
employment was going to be terminated. Plaintiff alleges that of the 116 employees, including
-6-

himself, slated to be terminated, 30 retired, 26 were under the age of forty and 90 were over the age
of forty. Plaintiff was informed that Defendant selected employees to terminated based on “relative
contribution.” Plaintiff contends that despite laying off over one hundred employees, Defendant hired
younger employees before Plaintiff’s discharge and retained younger employees who Plaintiff
believed had lower relative contributions. Effective September 1, 2009, Plaintiff’s employment was
terminated.
II
“A pleading that states a claim for relief must contain . . . a short and plain statement of the
claim showing that the pleader is entitled to relief . . . .” Fed. R. Civ. P. 8(a)(2). The requirement
is meant to provide the opposing party with “ ‘fair notice of what the . . . claim is and the grounds
upon which it rests.’ “ Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007) (quoting Conley v.
Gibson, 355 U.S. 42, 47 (1957)). If a complaint does not meet that standard, the opposing party may
move to dismiss it for failure to state a claim at any time before filing an answer. Fed. R. Civ. P.
12(b)(6).
“While a complaint attacked by a Rule 12(b)(6) motion to dismiss does not need detailed
factual allegations, a plaintiff’s obligation to provide the ‘grounds’ of his ‘entitle[ment] to relief’
requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of
action will not do.” Twombly, 550 U.S. at 555 (2007) (citations omitted). “Factual allegations must
be enough to raise a right to relief above a speculative level, on the assumption that all the allegations
in the complaint are true . . . .” Id. at 555–56 (citations omitted). “To survive a motion to dismiss,
a complaint must contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is
plausible on its face.’ “ Ashcroft v. Iqbal, 129 S. Ct. 1937, 1949 (2009) (quoting Twombly, 550 U.S.

-7-

at 570)). “Facial plausibility” requires the plaintiff to include sufficient “factual content that allows
the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.”
Id.
III
Defendant contends that Plaintiff cannot state plausible claims for relief and his claim should
be dismissed because his claims are barred by the Bankruptcy Court’s orders outlined above.
Pursuant to the Modification Approval Order, Plaintiff was required to file an Administrative
Expense Claim. Plaintiff is asserting that his employment was terminated effective September 1, 2009
in violation of the Age Discrimination in Employment Act. Defendant argues that assertion of this
type of claim falls squarely into the types of claims that were required to be filed by the Final
Administrative Expense Bar Date as set forth in paragraph 47 of the Modification Approval Order.
Plaintiff did not timely file an Administrative Expense Claim on or prior to the Final Administrative
Expense Bar Date and Defendant contends that he is now barred from asserting any claim that arose
on or after June 1, 2009 against any of the Debtors, including Delphi Corporation, n/k/a DPH
Holdings Corp. Any administrative expense claim that may have been assertable by Plaintiff should
be automatically disallowed and Defendant requests that this action be dismissed with prejudice.
Moreover, pursuant to the discharge provisions at Article 11.2 of the Modified Plan, Plaintiff
may only receive a distribution on any purported claim as provided for by the Modified Plan.
Specifically, under II U.S.C. § 1141(d) and pursuant to the terms of the Modification Approval Order
and the Modified Plan, upon the Effective Date, all claims against the Debtors that arose on or prior
to the Effective Date were discharged. Specifically, Article 11.2 of the Modified Plan provides that:
the distributions and rights that are provided in [the Modified] Plan shall be in
complete satisfaction, discharge, and release, effective as of the Effective Date, of
-8-

Claims and Causes of Action, whether known or unknown, against, liabilities of,
liens on, obligations of, rights against, and Interests in the Debtors or any of their
assets or properties, regardless of whether any property shall have been distributed
or retained pursuant to [the Modified] Plan on account of such Claims, rights, and
Interests, including, but not limited to, Claims and Interests that arose before the
Effective Date.
In addition, upon the effectiveness of the Modified Plan, an injunction was imposed. Specifically, the
Modified Plan and the Modification Approval Order contain a permanent injunction against, among
other things, the commencement or continuation of any action to recover against any claim against
the Debtors that arose on or prior to October 6, 2009. Defendants request that, based on the Modified
Plan and Modification Approval Order prohibiting the commencement or continuation of any action
to recover any claim against the Debtors that arose on or prior to October 6, 2009, this case should
be dismissed as improper.
Plaintiff, however, contends that he has filed a claim of age discrimination which falls under
paragraph 20 of the Order Approving Modification of the Joint Plan of Reorganization, which
excludes claims for willful misconduct from release or discharge. Article XI of the First Amended
Joint Plan of Reorganization of Delphi Corporation reads: Pursuant to section 1141(d) of the
Bankruptcy Code, except as otherwise specifically provided in this Plan, Confirmation Order or
Modification Approval Order, the distributions and rights that are provided in this Plan shall be in
complete satisfaction, discharge and release, of claims and causes of action [of] . . . termination of
employment of any employee whether such termination occurred prior to or after the effective date.”
On July 30, 2009, the Bankruptcy Court entered an Order Approving Modifications Under 11 U.S.C.
§ 1127(b) to the First Amended Joint Reorganization Plan of Reorganization of Delphi Corporation.
Paragraph 20 of the Modification Order states that
the discharge of the Debtors and any of their assets or properties provided in Article
-9-

11.2 of the Modified Plan . . . are hereby approved as an integral part of the
Modified Plan . . . provided, however, notwithstanding anything in this order, the
exculpation provisions or releases provided pursuant to Article 11 of the Modified
Plan shall have no effect on the liability of any entity that otherwise would result
from any action or omission to the extent that such action or omission is determined
in a final order to have constituted intentional fraud or willful misconduct.
Plaintiff contends that the instant case could result in a final order of intentional fraud or willful
misconduct. Plaintiff submits that willful age discrimination claims, similar to the claim he has
brought in the instant case, are governed by the provisions of 29 U.S.C. § 626(b), which is
incorporated into the ADEA from the Fair Labor Standards Act of 1938. The FLSA defines
liquidated damages as an amount equal to the benefit and wage losses sustained, which requires a two
tiered approach: for a simple violation, the employee receives compensatory damages but for a willful
violation the plaintiff receives liquidated damages to punish the employer. Schrand v. Federal Pac.
Elec. Co., 851 F.2d 152, 158 (6th Cir. 1988). A violation of the ADEA is willful “if the employer .
. . knew or showed reckless disregard for the matter of whether its conduct was prohibited by the
ADEA.” Trans World Airlines, Inc. v. Thurston, 469 U.S. 111, 119 (1985). Plaintiff contends that he
has alleged facts in his complaint that illustrate that his employer knew or showed reckless disregard
that their conduct was prohibited by the ADEA and requests that the Court deny Defendant’s motion
to dismiss.
It its reply, Defendant emphasizes that the Plan Modification order enjoins claims even if they
were not discharged in bankruptcy and, based on this language alone, the instant case should not go
forward unless Plaintiff obtains an order from the Bankruptcy Court lifting the injunction and
allowing him to file a late claim. Defendant also contends that Plaintiff’s sole argument that his claim
should be excepted from discharge under the Reorganization Plan is insufficient to withstand
Defendant’s motion because exceptions to discharge are to be narrowly construed in favor of the
-10-

debtor, and should be confined to those plainly expressed. See In re Livingston, 379 B.R. 711, 720
(Bankr. W.D. Mich. 2007). That Plaintiff’s employment was terminated along with a number of other
employees suggests a reduction in workforce according to Defendant, and not that Defendant
engaged in fraudulent, malicious, or willful conduct that would except Plaintiff’s claims from
discharge.
Defendant alternatively requests that this Court hold the instant matter in abeyance unless and
until Plaintiff obtains relief from the Bankruptcy Court’s order enjoining pre-Effective Date claims.
See, e.g., In re Padilla, 84 B.R. 194, 197-98 (Bankr. D. Col. 1987) (finding bankruptcy court had
exclusive jurisdiction to determine statutory questions of discharge). As stated by the United States
Supreme Court in Celotex Corp. v. Edwards, “ ‘persons subject to an injunctive order issued by a
court with jurisdiction are expected to obey that decree until it is modified or reversed . . . .’ ” 514
U.S. 300, 300 (1995) (quoting GTE Sylvania, Inc. v. Consumers Union of United States, Inc., 445
U.S. 375, 386 (1980). By continuing to pursue its claims in this Court by arguing that the Bankruptcy
Court injunction does not apply or need not be followed, Defendant believes that Plaintiff is engaging
in an improper collateral attack on the Modification Approval Order –an action that the Supreme
Court found impermissible in Celotex. Defendant argues that Plaintiff should address any complaint
it has with the plan injunction in the Bankruptcy Court–not this Court. Thus, until Plaintiff takes
action in the Bankruptcy Court, this Court should honor the plan injunction and hold this action in
abeyance until further order of the Bankruptcy Court.
While Plaintiff has not identified any statutory exception to discharge, the Bankruptcy Court
also retained exclusive jurisdiction under the confirmed Reorganization Plan to hear and determine
all disputes involving the existence, nature or scope of the Debtors’ discharge and to enforce all

-11-

orders previously entered by the Court, including the injunction issued in the Delphi reorganization.
Moreover, bankruptcy courts have special expertise in matters relating to dischargeability, which
suggests that the bankruptcy court should be the preferred forum in which to litigate dischargeability
issues. See Helbling & Klein, The Emerging Harmless Innocent Omission Defense to
Nondischargeability Under Bankruptcy Code, §523(a)(3)(A), 69 Am. Bankr. L.J. at 49, 61, note 9.
The judge presiding over Defendant’s case in the Bankruptcy Court has also already decided
a case involving salaried retirees of DPH Holdings Corporation against the “new General Motors”
(the entity that emerged from GM’s bankruptcy), who claimed that the new GM’s decision not to “top
up” their pensions as GM had “topped up” the pensions of hourly employees constituted “willful”
and “malicious” behavior. The DPH Holdings Corporation retirees filed a lawsuit in the United States
District Court for the Eastern District of Michigan. GM brought an action in the bankruptcy court,
asking the court to rule that the retirees’ federal district court action violated the plan injunction and
the release and exculpation provisions of the plan. The Bankruptcy Court noted that “. . . it’s
well-recognized that, quote, ‘a bankruptcy court is undoubtedly the best qualified to interpret and
enforce its own orders, including those providing for discharge and injunction and therefore should
not abstain from doing so.’ ” (Def.’s Reply Br. Ex. B at 15.) The Bankruptcy Court went on to find
that the record did not show the requisite willful misconduct by GM, such as to trigger an exception
to dischargeability. The Bankruptcy Court noted in its conclusion that an order would be issued
“declaring that the continued prosecution of the Michigan District Court action by the retirees against
New GM violates the plan injunction and may not proceed.” (Id.)
Because Plaintiff was provided the requisite notices, Defendant submits that it does not
foresee the Bankruptcy Court granting Plaintiff an exception to dischargeability. Instead, Defendant

-12-

believes that the Bankruptcy Court will deem Plaintiffs claims barred and require Plaintiff to dismiss
the lawsuit, just as the Bankruptcy Court has required another former employee to dismiss a lawsuit
brought in this Court alleging claims under ERISA. See Leigh Ochoa v. DPH Holdings Corp., Case
No. 09-14383. In that matter, the Bankruptcy Court enforced the injunction and required the former
employee “to take such action as is necessary to immediately dismiss the Michigan Action.” (Def.’s
Mot. to Dismiss Ex. 4.) By continuing to pursue its claims in this case, effectively arguing that the
Bankruptcy Court injunction does not apply or need not be followed, Plaintiff is engaging in an
improper collateral attack on the Modification Approval Order. Thus, until Plaintiff takes action in
the Bankruptcy Court, Defendant requests that this Court should hold the instant action in abeyance
until further order of the Bankruptcy Court. Plaintiff did not provide a response to Defendant’s
motion to hold the proceedings in abeyance.
VI
At this juncture, the Court finds it appropriate to hold the proceedings in abeyance to allow
Plaintiff to request relief from the Bankruptcy Court’s order enjoining claims against Defendant.
Accordingly it is ORDERED that Defendant’s motion to dismiss or to hold proceedings in
abeyance [Dkt. #6] is GRANTED IN PART.
It is further ORDERED that Plaintiff is DIRECTED to request relief from the Bankruptcy
Court’s order enjoining claims against Defendant within sixty days from the date of this order
It is further ORDERED that the parties are DIRECTED to file supplemental briefing, not
to exceed ten pages, within fourteen days of resolution of the request for relief from the Bankruptcy
Court.
It is further ORDERED that, to avoid administrative difficulties, the Clerk of Court close this

-13-

case for statistical purposes only. Nothing in this order or in the related docket entry shall be
considered a dismissal of this matter.
s/Thomas L. Ludington
THOMAS L. LUDINGTON
United States District Judge
Dated: June 13, 2011

PROOF OF SERVICE
The undersigned certifies that a copy of the foregoing order was served
upon each attorney or party of record herein by electronic means or first
class U.S. mail on June 13, 2011.
s/Tracy A. Jacobs
TRACY A. JACOBS

-14-