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7.The Court has jurisdiction over this action pursuant to Section 22(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77v(a)] and Sections 21(e) and 27 of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §§ 78(u)(e) and 78aa].  

8.Venue is proper in this district pursuant to Section 20(b) of the Securities Act [15 U.S.C. § 77v(b)]  and Section 27 of the Exchange Act.

9.Defendants used the means or instrumentalities of interstate commerce or the mails in connection with the transactions described in this Complaint.


10.C&A, a Delaware corporation headquartered in Troy, Michigan, manufactures and assembles parts used in automobile production.  C&A operates facilities throughout North America and has approximately 12,000 employees.  Prior to May 2005, C&A's common stock was registered with the Commission pursuant to Section 12(b) of the Exchange Act and was traded on the New York Stock Exchange.  On May 17, 2005, C&A petitioned for Chapter 11 bankruptcy.  On June 29, 2005, the Commission deregistered C&A's common stock and granted a New York Stock Exchange petition to delist C&A.  C&A’s fiscal year ends December 31st.    

11.David A. Stockman is a co-founder and partner in Heartland, which  acquired a controlling interest in C&A in 2001.  Stockman became a member of C&A’s Board of Directors in 2001 and in August 2003 became C&A's CEO, remaining in that position until May 2005.  Stockman resides in Greenwich, Connecticut.  

12.J. Michael Stepp ("Stepp") was C&A's Chief Financial Officer ("CFO") from 1995 to 1999.  From 1999 to 2002 he was a consultant to C&A.  He returned as

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