Message-ID: <2549932.1075853244940.JavaMail.evans@thyme>
Date: Thu, 3 Aug 2000 15:14:00 -0700 (PDT)
From: sbhalla@milbank.com
To: richard.b.sanders@enron.com
Subject: Michael Watchorn Deposition
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Richard, 

I attended the deposition of Michael Watchorn, a bond fund manager at Oaktree 
Capital, on August 1, 2000.? Dan Lefler representing SDI? took the lead, and 
was primarily interested in how Watchorn's group and Oaktree determine 
whether to invest in a company or not.? Lefler focused on Watchorn's 
experience in valuing steel mills, and what Watchorn looked at to determine 
whether it was a good investment.? Specifically, Lefler brought up what 
Watchorn analyzed and for what purpose, i.e. EBITDA determine the gross 
cashflow in the company and lays out the over all costs of the company.

Watchorn only attended the road show because K. Murphy at Natwest invited him 
and told him that Busse would be there.? Busse ultimately did not come.? 
Watchorn is in the bond group and only invests in N. America, so he was not 
interested in investing in the steel mill.? He remembers attending the road 
show, but he did not know who the presenters were, he didn't read the 
preliminary offering memo, the supp. offering memo or the final, and he never 
received them.? He didn't discuss the road show with anyone.? 

Watchorn seemed like a very bright guy.? The only interesting part of the 
depo. was when Natwest was clearly trying to get Watchorn to say that Natwest 
did not call up to solicit Watchorn to attend the road show.? 

Please call me if you have any questions.? 

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