Thomas Rankin Full

1
IN THE COURT OF COMMON PLEAS

OF FRANKLIN COUNTY, OHIO
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C. Paul Tipps and :

Public Policy
Consultants, Inc., :
Plaintiffs, :
vs. : Case No. 08CVH-12-18090
Judge Lynch
Neil S. Clark, :
NSC, Inc., and
State Street :
Consultants, LLC,
:
Defendants.
:
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VIDEOTAPED DEPOSITION OF THOMAS A. RANKIN
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Taken at Bailey Cavalieri LLC

10 West Broad Street, 21st Floor
Columbus, OH 43215
January 5, 2009, 10:18 a.m.
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Spectrum Reporting LLC
333 Stewart Avenue, Columbus, Ohio 43206
614-444-1000 or 800-635-9071
www.spectrumreporting.com
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Thomas Rankin January 5, 2009
2
1 A P P E A R A N C E S
2
ON BEHALF OF PLAINTIFFS:
3
Bailey Cavalieri LLC

4 10 West Broad Street, 21st Floor
Columbus, OH 43215
5 By Danny L. Cvetanovich, Esq.
Sabrina C. Haurin, Esq.
6
7 ON BEHALF OF DEFENDANTS:
8 Robert J. Behal Law Offices, LLC
501 South High Street
9 Columbus, OH 43215
By Robert J. Behal, Esq.
10 John M. Gonzales, Esq.
11 ON BEHALF OF THE WITNESS:
12 Isaac, Brant, Ledman & Teetor
250 East Broad Street
13 Columbus, OH 43215
By Mr. Mark R. Weaver, Esq.
14
15 ALSO PRESENT:
16 Jeremy Dineen - Videographer
C. Paul Tipps
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3
1 Monday Morning Session
2 January 5, 2009, 10:18 a.m.
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4 S T I P U L A T I O N S
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6 It is stipulated by counsel in attendance that
7 the deposition of Thomas A. Rankin, a witness
8 herein, called by the Plaintiffs for
9 cross-examination, may be taken at this time by
10 the notary pursuant to notice, that said
11 deposition may be reduced to writing in stenotypy
12 by the notary, whose notes may thereafter be
13 transcribed out of the presence of the witness;
14 that proof of the official character and
15 qualification of the notary is waived.
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4
1 I N D E X
2 Examination By Page
3 Mr. Cvetanovich - Cross 6
4
Plaintiff Exhibits Page

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2 - Notice of federal tax lien 39

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3 - Notice of federal tax lien 67

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4 - SSC 12 Month Cash-Flow Report, 2006 206

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9

10

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8 - SSC balance sheet, December 31, 2006 239

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9 - State Street Partners Profit & Loss, 240

13 January through December 2007
14 10 - State Street Consultants balance sheet, 241
December 31, 2007
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11 - State Street Consultants profit & loss, 242

16 January through December 2006
17 12 - State Street Consultants profit & loss, 243
January through December 2007
18
19 (Exhibits attached to original transcript.)
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5
1 THE VIDEOGRAPHER: We are on the
2 record at 10:18. Would counsel please announce
3 their presence.
4 MR. CVETANOVICH: Yes. My name is Dan
5 Cvetanovich. I'm with the Bailey Cavalieri law
6 firm of Columbus, Ohio, and I'm here on behalf of
7 the Plaintiffs.
8 MR. BEHAL: I'm Bob Behal. I'm here on
9 behalf of State Street Partners -- pardon me,
10 State Street Consultants, LLC, Neil S. Clark, and
11 NSC Consulting Corp.
12 MR. WEAVER: I'm Mark Weaver from the
13 Columbus law firm Isaac Brant, Ledman and Teetor.
14 I represent the witness, Thomas Rankin.
15 - - - - -
16 THOMAS A. RANKIN
17 being first duly sworn, testifies and says as
18 follows:
19 MR. CVETANOVICH: Before I put the
20 question to the witness, Bob, I have a question
21 for you. We did this the other day. You did not
22 note that you're here on behalf of State Street
23 Partners. Do you intend to be here on behalf of
24 State Street Partners?

6
1 MR. BEHAL: State Street Partners.
2 MR. CVETANOVICH: Yes, sir.
3 MR. BEHAL: Well, I don't think that
4 Paul has hired me to represent State Street
5 Partners, and he's the managing member, so --
6 managing partner, I should say.
7 MR. CVETANOVICH: You are right, and I
8 stand corrected.
9 - - - - -
10 CROSS-EXAMINATION
11 BY MR. CVETANOVICH:
12 Q. Mr. Weaver, will you tell us your full
13 name, please.
14 A. He's Mr. Weaver.
15 Q. Excuse me. Mr. Rankin -- we know
16 Mark's full name.
17 Mr. Rankin, will you tell us your full
18 name, please.
19 A. Thomas A. Rankin.
20 Q. What does the A stand for?
21 A. Andrew.
22 Q. What is your date of birth?
23 A. 7-26-64.
24 Q. What is your residential address?

7
1 A. 996 Poppy Hills Drive, Blacklick, Ohio,
2 43004.
3 Q. Do you have any present plans to move
4 from that address?
5 A. No.
6 Q. How long have you lived there?
7 A. Nine years, about.
8 Q. Have you ever been known by any names
9 other than Thomas A. Rankin?
10 A. Tom.
11 Q. Other than that, do you have any other
12 nicknames by which you're commonly known among
13 family members or friends?
14 A. No.
15 Q. Would you give us an overview, please,
16 of your postsecondary education, formal education.
17 A. Cleveland State University, four-year
18 degree.
19 Q. In what year was your degree conferred
20 upon you?
21 A. 1986.
22 Q. What degree is that?
23 A. Bachelor's of business administration.
24 Q. What is your profession currently,

8
1 Mr. Rankin?
2 A. What do you mean?
3 Q. What is your profession? What do you
4 do for a living?
5 A. I'm a CPA.
6 Q. When did you receive your CPA
7 certification?
8 A. 1989, thereabouts.
9 Q. Would you give us, please, an overview
10 of your public accounting experience.
11 A. I was with Ernst & Whinney from 1987 to
12 1992. And then with Ciuni and Panichi from --
13 MR. BEHAL: Spell that.
14 THE WITNESS: C-I-U-N-I and Panichi,
15 P-A-N-I-C-H-I, from 1992 to 1996.
16 Q. What did you do in your career then in
17 1996?
18 A. I worked for a company in a nonpublic
19 practice.
20 Q. What was the name of the company?
21 A. Paragon Advisors.
22 Q. What was the nature of its business?
23 A. We were chief financial officers for
24 wealthy families, outside chief financial

9
1 officers.
2 Q. What was your position at Paragon?
3 A. Employee.
4 Q. What kind of things did you do?
5 A. Tax work, primarily.
6 Q. How long were you there?
7 A. 1996 through 1999.
8 Q. What did you do in your career then in
9 1999 when you left Paragon?
10 A. Established my own practice.
11 Q. Did you establish an accounting
12 practice?
13 A. Tax.
14 Q. Did you create some entity or have some
15 entity created through which you then conducted
16 your tax practice?
17 A. Yes.
18 Q. What was the name of the entity?
19 A. Thomas A. Rankin & Co. It's pretty
20 catchy.
21 Q. I like it. Is Thomas A. Rankin & Co.
22 still in existence?
23 A. Yes.
24 Q. Has it been in existence continuously

10
1 since you had it created back in or about 1999?
2 A. Yes.
3 Q. Have you personally remained affiliated
4 with it continuously since the entity was created?
5 A. Yes.
6 Q. What is your capacity with Thomas A.
7 Rankin & Co.?
8 A. Employee/owner.
9 Q. Are you the sole owner of the business?
10 A. Yes.
11 Q. What is the nature of the business of
12 Thomas A. Rankin & Co.?
13 A. Tax consultings.
14 Q. Tax consulting?
15 A. Yes.
16 Q. Does it provide other kinds of
17 accounting services to its clients?
18 A. Yes.
19 Q. What other kinds of accounting
20 services?
21 A. Bookkeeping. Bookkeeping.
22 Q. All right. Anything else?
23 A. Tax preparation.
24 Q. Anything else?
11
1 A. Payroll service.
2 Q. Does Thomas A. Rankin & Co. provide any
3 auditing services to its clients?
4 A. No.
5 Q. How many employees does Thomas A.
6 Rankin & Co. have?
7 A. One.
8 Q. Just you?
9 A. Yes.
10 Q. What is the greatest number of
11 employees Thomas A. Rankin & Co. has had?
12 A. Three.
13 Q. When Thomas A. Rankin & Co. has had
14 more employees than just you, what were the
15 capacities of the others?
16 A. Staff.
17 Q. Were they nonprofessional employees?
18 A. Be specific.
19 Q. Were they accountants?
20 A. No.
21 Q. How many clients does Thomas A. Rankin
22 & Co. have currently?
23 A. Approximately 80.
24 Q. Is State Street Consultants, LLC, a

12
1 client of Thomas A. Rankin & Co.?
2 A. Yes.
3 Q. For how long has that been the case?
4 A. Seven years.
5 Q. Is State Street Partners, PL -- what is
6 it, PLLP? I'm not saying it right.
7 MR. BEHAL: PLL, I think, isn't it?
8 PLL.
9 MR. CVETANOVICH: PLL, thank you, Bob.
10 Q. Is State Street Partners, PLL, a client
11 of Thomas A. Rankin & Associates[sic]?
12 A. Yes.
14 A. Seven years.
15 Q. Is NSC Consulting Corporation a client
16 of Thomas A. Rankin & Co.?
17 A. Yes.
19 A. Nine years.
20 Q. Do you know someone named Neil S.
21 Clark?
22 A. Yes.
23 Q. Is Neil S. Clark personally a client of
24 Thomas A. Rankin & Co.?

13
1 A. Yes.
3 A. Nine years.
4 Q. Do you know someone formerly known as
5 Toni Clark, a former spouse of Neil Clark?
6 A. Yes.
7 Q. Has she ever been a client of Thomas A.
8 Rankin & Associates?
9 A. I don't recall.
10 Q. Would Thomas A. Rankin & Associates
11 have books or records that you could consult which
12 would tell you whether Toni Clark was a client of
13 Thomas A. Rankin & Associates?
14 A. Yes.
15 Q. Can you tell me whether Toni Clark or
16 the former Toni Clark is currently a client of
17 Thomas A. Rankin & Associates?
18 A. She is not.
19 Q. Is it the case that she has not been a
20 client of Thomas A. Rankin & Associates at least
21 since she and Neil Clark were divorced?
22 A. Yes.
23 Q. Do you know someone named Kathy Clark,
24 another former spouse of Neil Clark?

14
1 A. Yes.
2 Q. Was she ever a client of Thomas A.
3 Rankin & Associates?
4 A. Individually?
5 Q. Yes, sir.
6 A. No.
7 Q. During the time that she was married to
8 Neil Clark, was she a client of Thomas A. Rankin &
9 Associates?
10 A. Yes.
11 Q. Had she been a client of Thomas A.
12 Rankin & Associates before she and Neil Clark were
13 married?
14 A. No.
15 Q. Has she been a client of Thomas A.
16 Rankin & Associates at any time since Kathy Clark
17 and Neil Clark were divorced?
18 A. No.
19 Q. What manner of services does Thomas A.
20 Rankin & Associates provide to State Street
21 Consultants?
22 A. Tax services.
23 Q. Any other services?
24 A. Bookkeeping services.
15
1 Q. Any other services?
2 A. Payroll service, payroll tax service.
3 Q. I want to make sure I understood your
4 last answer there, Mr. Rankin. Are payroll
5 services and payroll tax services two different
6 categories?
7 A. Yes.
8 Q. Any other services that Thomas A.
9 Rankin & Associates provides to State Street
10 Consultants?
11 A. General business service.
12 Q. What does that mean exactly?
13 A. Financial service, any general
14 business-type service. Not clear.
15 Q. Is that a consulting service?
16 A. Yeah.
17 Q. In -- in this category of general
18 business services, are there any specific tasks
19 apart from consulting with the management of SSC
20 that Thomas A. Rankin & Associates provides to
21 State Street Consultants?
22 A. No.
23 Q. Has the package of -- well, strike
24 that. Let me ask the question this way. Have
16
1 these categories of services that your company
2 provides for SSC been the same throughout the
3 relationship?
4 A. No.
5 Q. In the beginning, which of these
6 services did Thomas A. Rankin & Associates not
7 provide to State Street Consultants?
8 A. Payroll tax.
9 Q. Any others?
10 A. General business consulting.
11 Q. Any others?
12 A. No.
13 Q. When did Thomas A. Rankin & Associates
14 begin to provide payroll tax services to State
15 Street Consultants?
16 A. 2006.
17 Q. When did Thomas A. Rankin & Associates
18 begin to provide general business services to
20 A. 2005, maybe.
21 MR. BEHAL: Are you guessing or do you
22 know?
23 THE WITNESS: I'm guessing it was
24 somewhere in that time period.

17
1 Q. Would you describe for us, please, the
2 nature of the payroll services that Thomas A.
4 Consultants.
5 A. When the money is available in the
6 payroll account, I initiate a transfer of funds to
7 pay to have State Street Consultants pay the
8 payroll tax.
9 Q. Just a bit ago, Mr. Rankin, you told me
10 that the payroll services that your company
11 provides to State Street Consultants and the
12 payroll tax services that your company provides to
13 State Street Consultants are distinct categories.
14 And the question that I just asked you was: Would
15 you describe for us, please, the nature of the
16 payroll services that Thomas A. Rankin &
17 Associates provides to State Street Consultants.
18 Is what you just related to me something you
19 consider to be a payroll service and not a payroll
20 tax service?
21 A. I view the payroll service as the
22 actual paying of the employees.
23 Q. Does the payroll service encompass
24 anything else?
18
1 A. Issuing W-2s.
2 Q. Anything else?
3 A. No.
4 Q. Does State Street Consultants use a
5 payroll service other than the services of Thomas
6 A. Rankin & Associates?
7 A. Yes.
8 Q. Do you know the name of it?
9 A. I don't remember.
10 Q. Do you know for how long State Street
11 Consultants has used a payroll service other than
12 the services of Thomas A. Rankin & Associates?
13 A. I don't know.
14 Q. Is it the case that State Street
15 Consultants' payroll function is handled in part
16 by this payroll service and in part through the
17 services provided by your company?
18 A. Yes.
19 Q. What does the payroll service do for
21 A. Pays the employees.
22 Q. Is there anything else the payroll
23 service does as part of its contribution to State
24 Street Consultants' overall payroll function?

19
1 A. Prepares forms to be used to file
2 payroll tax returns.
3 Q. Anything else?
4 A. Not that I know of.
5 Q. I had asked you before to describe for
6 us the nature of the payroll services that your
7 company provides to State Street Consultants, and
8 you told me when the money is available in the
9 payroll account you initiate a transfer of funds
10 to pay to have State Street Consultants pay the
11 payroll tax. My question to you now is: Is there
12 anything else in the nature of payroll services
13 that your company provides to State Street
14 Consultants?
15 A. I review the payroll tax return.
16 Q. Is that a payroll service or is that a
17 payroll tax service?
18 A. It's a tax form.
19 Q. I'm just trying to understand in which
20 category you would put it, because you said there
21 were two different categories.
22 A. Right. I view the payroll service as
23 paying the employees.
24 Q. All right. And is there anything you

20
1 haven't already described to me that your company
2 does in the nature of providing a payroll service
3 to State Street Consultants?
4 A. Can you repeat that? I'm sorry.
5 Q. Yes, sir.
6 A. Thank you.
7 Q. Is there anything you haven't already
8 described to me that your company does in the
9 nature of providing a payroll service to State
11 A. No.
12 Q. Now let's move over to the category of
13 payroll tax services. Can you describe for me,
14 please, what payroll tax services your company
15 provides to State Street Consultants.
16 A. When funds are available and I'm
17 instructed to do so, I will initiate a transfer of
18 funds to pay payroll tax obligations.
19 Q. Is there anything else that Thomas A.
20 Rankin & Associates does for State Street
21 Consultants that you characterize as payroll tax
22 services?
23 A. I review the payroll tax forms.
21
1 A. I file the payroll tax forms.
2 Q. Anything else?
3 A. No.
4 Q. This may seem very basic to you, but
5 just to be sure I understand your terminology,
6 what do you mean by payroll taxes?
7 A. Withholdings and employer obligations.
8 Q. What employer obligations?
9 A. Social Security match, Medicare match,
10 Ohio unemployment, workers' comp.
12 A. No.
13 Q. So if we put these several categories
14 together, we would have what you've referred to as
15 payroll taxes?
16 A. Yes.
17 Q. Okay. I want to be sure I understand
18 the nature of a couple of these categories. When
19 you refer to withholdings, you're referring, are
20 you not, to moneys withheld from employee
21 paychecks to be remitted to taxing authorities?
22 A. Yes.
23 Q. So that's the employees' money, right?
24 A. It's the government's.

22
1 Q. Well, it is at a point. The government
2 ends up with everything. But at the point that
3 it's withheld from employee paychecks, it is the
4 employee's money to then be remitted to the
5 government, correct?
6 A. Yes.
7 Q. And in addition to income taxes that
8 are withheld from employee paychecks, Social
9 Security taxes are also withheld from employee
10 paychecks, correct?
11 A. Yes.
12 Q. And so that's the employee's money that
13 then has to be remitted to the government,
14 correct?
15 A. Yes.
16 Q. And that's the employer's obligation to
17 withhold it and remit, correct?
18 A. Yes.
19 Q. In addition to withholding Social
20 Security taxes, if you will, from employee
21 paychecks, the employer has an obligation to match
22 those amounts and then remit that to the
23 government as well, correct?
24 A. Yes.
23
1 Q. And the same thing is true with
2 Medicare taxes, is it not?
3 A. Yes.
4 Q. Now, just on a couple of these other
5 categories, my sense is they may be different, but
6 I want to hear that from you. Ohio unemployment
7 compensation taxes, are those withheld from the
8 employee paychecks?
9 A. No.
10 Q. So that's just an employer obligation,
11 correct?
12 A. Yes.
13 Q. And then workers' compensation
14 premiums, those are not withheld from employee
15 paychecks either, correct?
16 A. Correct.
17 Q. Paying workers' compensation premiums
18 is the obligation of the employer, correct?
19 A. Yes.
20 Q. With regard to the categories of
21 payroll taxes as we've just gone through them that
22 are withheld from employee paychecks, at the point
23 of withholding, those funds are immediately
24 available to be remitted to the government,

24
1 correct?
2 A. Unless the money's not in the account.
3 Q. Isn't the money supposed to be in the
4 account since it is money that's being withheld
5 from an employee paycheck?
6 MR. BEHAL: Objection. Calls for a
7 legal conclusion, but you can answer.
8 Q. You may respond.
9 A. Yes.
10 Q. And when the employer withholds that
11 money, it is withholding the money from the
12 employee paycheck for the purpose of then
13 remitting the money to the government, correct?
14 A. Yes.
15 Q. You said to me a few moments ago,
16 Mr. Rankin, and this was when you were describing
17 for me the payroll tax services that your company
18 provides to State Street Consultants, you said:
19 When funds are available and I'm instructed to do
20 so, I will initiate a transfer of funds to pay
21 payroll tax obligations.
22 Who is it at SSC, State Street
23 Consultants, that gives you such instructions?
24 A. Neil Clark.
25
1 Q. Anyone else?
2 A. No.
3 Q. In the relationship that Thomas A.
4 Rankin & Associates has with State Street
5 Consultants, are you authorized to initiate such a
6 transfer of funds without receiving the directive
7 from Mr. Clark?
8 A. No.
9 Q. When such directives are forthcoming
10 from Mr. Clark, are they initiated by him, or is
11 it instead a situation where you go to him and
12 say, Mr. Clark, or, Neil, this is due, shall I
13 transfer?
14 A. Can you repeat that? I'm sorry.
15 Q. Yes. I'm just trying to understand how
16 you and Mr. Clark interact and how you interact
17 which then gives rise to him saying, transfer the
18 money. Does he come to you or do you go to him?
19 That's what it boils down to.
20 A. I would go to him.
21 Q. Is it the case that it's your
22 responsibility to keep track of when remittances
23 of withholding taxes are due?
24 A. No.
26
1 Q. Whose responsibility is that?
2 A. Payroll service.
3 Q. The outside company that State Street
4 Consultants uses?
5 A. Yes.
6 Q. Does it issue reminders, to your
7 knowledge, to State Street Consultants of when
8 various withholding taxes must be remitted?
9 A. Yes.
10 Q. Are those written notices or reminders
11 from the payroll services company?
12 A. Yes.
13 Q. Do you know how they're transmitted?
14 A. With each payroll run.
15 Q. Are they transmitted electronically?
16 A. No.
17 Q. Is there a piece of paper that is in
18 the nature of a notice that comes along with the
19 payroll run?
20 A. Yes.
21 Q. Do you see those notices?
22 A. They are given to me.
23 Q. They are received initially by someone
24 at State Street Consultants?

27
1 A. Yes.
2 Q. Who is that someone?
3 A. Jane Harrison.
4 Q. Is it Ms. Harrison who then gives them
5 to you?
6 A. Yes.
7 Q. Is it the practice that she directs
8 them to you or is to direct them to you each time
9 such a notice is received?
10 A. I don't know.
11 Q. Is that how it tends to work out?
12 A. I don't know.
13 Q. When you receive those notices, what do
14 you do with them?
15 A. Hold them.
16 Q. Do you read them?
17 A. Yes.
18 Q. For what purpose do you read them?
19 A. To identify when payroll taxes are due.
20 Q. Once you have noted that from the
21 notices, do you do anything in the nature of
22 verifying the correctness of the information on
23 the notice?
24 A. No.
28
1 Q. Is it fair to say that you and State
2 Street Consultants are relying on the payroll
3 service to have it correct?
4 MR. BEHAL: Objection.
6 MR. BEHAL: As to whether he can speak
7 for SSC.
8 MR. CVETANOVICH: That's a fair
9 objection. Let me break the question into two
10 pieces.
11 Q. Is it fair to say that you are relying
12 upon the payroll service to have that information
13 correct?
14 A. Yes.
15 Q. Once you get such notice, you look at
16 such a notice, what do you do?
17 A. Put it on my desk.
18 Q. Is there any action that you take in
19 response to receiving such a notice?
20 A. Not until the tax is due.
21 Q. Is the due date for the tax different
22 for the various categories that we went through
23 just a bit ago?
24 A. Yes.
29
1 Q. Do you know all those due dates?
2 A. The form -- the form dictates the due
3 date.
4 Q. So you know where to look to find the
5 due date?
6 A. Sure.
7 Q. And do the due dates differ for various
8 categories?
9 A. Yes.
10 Q. When you get one of these notices
11 through the payroll service and Ms. Harrison, do
12 you then compute due dates?
13 A. I don't know what you mean.
14 Q. Well, you get the information from the
15 payroll service. You know that there are time
16 frames within which moneys have to be remitted to
17 various taxing authorities, correct?
18 A. Yes.
19 Q. And you know where to find those time
20 frames. Did you say they're on the forms, right?
21 A. Yes.
22 Q. What I'm trying to understand is when
23 you get such a notice from the payroll service
24 through Ms. Harrison, do you then sit down, or

30
1 stand up, for that matter, and pin down what the
2 due dates are on the various remittances that need
3 to be made so that you can docket them or put them
4 on a calendar or in some kind of a follow-up
5 system to assure that payments get made timely?
6 A. I leave the notice on my desk.
7 Q. Does the notice itself, though, tell
8 you the due dates for the various categories of
9 what you've called withholding taxes or payroll
10 taxes?
11 A. Yes.
12 Q. Do you review the notices on your desk
13 periodically?
14 A. Yes.
15 Q. Do you come in and look at the notices
16 every single day?
17 A. No.
18 Q. How often do you look at the notices to
19 see what's due or what's coming due?
20 A. I don't -- I don't remember.
21 Q. You don't know what your normal
22 practice is?
23 A. I look at things on my desk.
24 Q. Pretty much every day?

31
1 A. Yes.
2 Q. When you see that one or another of
3 these categories of payroll taxes is coming due,
4 what then do you do?
5 A. I will ask if there's money in the
6 account to pay the payroll tax.
7 Q. Who do you ask?
8 MR. BEHAL: With regard to SSC or
9 generally?
10 MR. CVETANOVICH: SSC.
11 MR. BEHAL: Thank you.
12 A. I'll ask Jane or Neil.
13 Q. Jane being Jane Harrison?
14 A. Yes.
15 Q. And Neil being Mr. Clark?
16 A. That's correct.
17 Q. If the money's not there but the tax is
18 due, what do you do?
19 A. I don't initiate a transfer.
20 Q. Couldn't do that, could you?
21 A. No.
22 Q. Could you do anything else? Do you do
23 anything else?
24 A. No.
32
1 Q. If the money is there, do you
2 automatically initiate a transfer?
3 A. Yes.
4 Q. Do you need to secure Mr. Clark's
5 authorization first?
6 A. No.
7 Q. Are you a signatory on any of State
8 Street Consultants' banking accounts?
9 A. No.
10 Q. What banking accounts does State Street
11 Account -- excuse me, State Street Consultants
12 have?
13 A. I don't know.
14 Q. Are you aware of any instances during
15 the time that you and your company have had a
16 relationship with State Street Consultants when it
17 was delinquent in remitting payroll taxes?
18 A. Can you say that again? I'm sorry. I
19 missed the first part of that.
20 Q. That's all right. Are you aware of any
21 instances during the time that you and your
22 company have had a relationship with State Street
23 Consultants when it was delinquent in remitting
24 payroll taxes?
33
1 A. Yes.
2 Q. How many times has that happened?
3 A. I don't know exactly.
4 Q. What's your best estimate?
5 A. My guess?
6 Q. Estimate.
7 A. Estimate?
8 Q. Yes, sir.
11 A. Forty.
12 Q. What categories of payroll taxes has
13 State Street Consultants been delinquent in
14 remitting during the time that you've had a
15 relationship with them?
16 A. Payroll taxes delinquent?
17 Q. Yes, sir. What categories?
18 A. Federal, state, local.
19 Q. Any other categories?
20 A. Not that I remember.
21 Q. How about Social Security taxes?
22 A. That would fall under federal.
23 Q. All right. How about Medicare? Also
24 fall under federal? You need to say yes or no.
34
1 A. Yes.
2 Q. How about workers' compensation
3 premiums?
5 Q. How about unemployment compensation
6 taxes?
7 A. I don't know. I don't remember.
8 Q. Are you aware of any instance when
9 State Street Consultants failed to timely remit
10 payroll taxes to the taxing authorities when it
11 had money available to pay the taxes?
12 A. No.
13 Q. Are you familiar with something known
14 as 431 taxes?
15 A. No.
16 Q. No?
17 A. Can I get a little water?
18 Q. Oh, sure, by all means. Sure.
19 THE VIDEOGRAPHER: Do you want to go
20 off the record?
21 MR. CVETANOVICH: We may.
22 THE VIDEOGRAPHER: We are off the
23 record at 11:02.
24 (A brief recess is taken.)
35
1 THE VIDEOGRAPHER: We are back on the
2 record at 11:10.
3 Q. Mr. Rankin, during a brief
4 off-the-record discussion with your counsel,
5 Mr. Weaver, he indicated to me that you would like
6 to clarify some of the things you said to me
7 before we took our break. Why don't you just go
8 ahead and do that.
9 A. I wanted to clarify the authority I
10 have to pay -- or to initiate a payroll tax
11 transfer, in that I have a blanket authority to
12 initiate the transfer if there's funds in the
13 account, and I re -- I ask Ms. Harrison if funds
14 are in the account to be able to initiate the
15 transfer.
16 Q. Is there anything else you'd like to
17 clarify?
18 A. I have -- on payroll tax you asked me
19 if I do any other services or perform any other
20 services relating to payroll tax. I have been in
21 contact with the IRS relating to State Street
22 Consultants' delinquent taxes.
23 Q. When you say -- excuse me. Is that
24 your complete answer?

36
1 A. Yes.
2 Q. Anything else you want to clarify?
3 A. No.
4 Q. Okay. When you say you've been in
5 contact with the IRS on State Street Consultants'
6 delinquent taxes, in what capacity have you made
7 such a contact or been part of such a contact with
8 the Internal Revenue Service?
9 A. Under a power of attorney State Street
10 Consultants has granted me the authority to
11 discuss payroll tax issues with them.
12 Q. Are you familiar with something known
13 as Section 941 taxes?
14 A. I don't think it's Section 941.
15 Q. All right. Are you familiar with
16 something known as 941 taxes?
17 A. Yes.
18 Q. Good. I was hoping --
19 A. That refers to the form.
20 Q. Okay. Tell me what 941 taxes are.
21 A. 941 refers to the form number. The
22 taxes that are included on that form are federal
23 withholding, Social Security withholding, Medicare
24 withholding, employer match for both Social

37
1 Security and Medicare.
2 Q. So it's all of the federal payroll
3 taxes as you described them earlier?
4 A. Yes.
5 Q. To your knowledge, has there ever been
6 a tax assessment against State Street Consultants
7 for delinquency in payment of 941 taxes?
8 A. Yes.
9 Q. How many times has that occurred?
10 A. Can you repeat the -- you're kind of
11 mixing the first question and the second question.
12 The first question?
13 Q. Yes. The first question was: To your
14 knowledge, have there -- or has there ever been a
15 tax assessment against State Street Consultants
16 for delinquency in payment of 941 taxes? Your
17 answer was yes. And then my next question was:
18 How many times has that occurred?
19 A. Two.
20 Q. When were those two instances of tax
21 assessments against State Street Consultants?
23 Q. Has it been during calendar year 2008?
38
1 Q. Was it during calendar year 2007?
2 A. Don't remember when the assessment was
3 made.
4 Q. Do you know at least that it's been
5 within the past three years?
6 A. Yes.
7 Q. Has State Street Consultants yet paid
8 those taxes that it was delinquent in paying?
9 A. Not that I'm aware of.
10 Q. In addition to having the obligation to
11 pay those taxes, is it also going to be required
12 to pay interest on the amounts that it was
13 delinquent in paying?
14 A. That hasn't been determined.
15 Q. Is the assessment for the amount of the
16 tax that's due plus interest?
17 A. Yes.
18 Q. And is the assessment also inclusive of
19 some penalty?
20 A. Yes.
21 Q. Is State Street Consultants contesting
22 the assessment?
23 A. No.
24 Q. Do you know the total amount of the

39
1 assessment?
3 Q. Do you know to what time periods it
4 relates?
5 A. December 2006 through December 2007.
6 Q. Do you know if the Internal Revenue
7 Service has issued a notice of a federal tax lien
8 on State Street Consultants?
9 A. Yes.
10 Q. Do you know if the Internal Revenue
11 Service has issued a federal tax lien against Neil
12 S. Clark?
13 A. Yes.
14 Q. Has it?
15 A. Yes.
16 MR. CVETANOVICH: We need some
17 stickers. Plaintiffs.
18 - - - - -
19 Thereupon, Plaintiffs' Exhibit 2 is marked
20 for purposes of identification.
21 - - - - -
22 Q. Mr. Rankin, I want to hand you a
23 document that's been marked Plaintiffs' Exhibit 2.
24 MR. CVETANOVICH: One for you, Bob.

40
1 MR. BEHAL: Thank you, sir.
2 MR. CVETANOVICH: You're welcome.
3 Q. And I'll ask you to just take a minute
4 and look at it and see if you recognize it, and
5 then I'll perhaps have a couple of questions for
6 you about that. And let me -- lest I fail to do
7 this -- call your attention to the fact that this
8 is a two-sided exhibit. The back of the exhibit
9 bears a certification. And you can see what that
10 says there, but take a look and just tell me if
11 you recognize it.
12 A. Yes.
13 Q. Had a chance to look at that now, sir?
14 A. Yes.
15 Q. Do you recognize it?
16 A. Yes.
17 Q. Would you tell us for the record what
18 it is, please.
19 A. Notice of federal tax lien.
20 Q. And it is a notice of a lien against
21 what taxpayer?
22 MR. BEHAL: Objection. It speaks for
23 itself. Go ahead and answer.
24 A. Neil S. Clark.
41
1 Q. Does this relate to the 941 tax
2 delinquencies that you just described for us?
3 A. Yes.
4 Q. And does this reflect, over in the
5 right-hand column there where it says unpaid
6 balance of assessment, the amount that IRS is
7 claiming is -- is owed?
8 A. Yes.
9 Q. Does it also reflect in one of the
10 columns there on the form the tax periods for
11 which the assessments relate or to which the
12 assessments relate?
13 A. Yes.
14 Q. Is it the case, Mr. Rankin, that during
15 the entire year of 2007 State Street Consultants
16 did not make any remittances of 941 taxes?
18 Q. Isn't that what you would glean from
19 this form?
20 A. It depends on what payroll is as to if
21 they didn't make any payments. Payments could be
22 reflected in there.
23 Q. All right. So you're saying perhaps
24 they made some payments, but this form reflects

42
1 that they were short, so to speak, in the payments
2 they made by the amounts reflected on the form,
3 correct?
4 A. Yes.
5 Q. Do you know if State Street Consultants
6 remitted any 941 taxes during 2007?
8 Q. Are there documents that you could
9 consult which would tell you the answer to that
10 question?
11 A. Yes.
12 Q. What documents?
13 A. Check register.
14 Q. SSC's check register?
15 A. Yes.
16 Q. Is that an online check register?
17 A. No.
18 Q. It's just an old-fashioned checkbook?
19 A. It's in the computer.
20 Q. All right. So it's an electronically
21 maintained tax register -- or check register?
22 Excuse me.
23 A. Check register.
24 Q. Yes?
43
1 A. Yes.
2 Q. Who is the custodian of that?
3 A. Ms. Harrison.
4 Q. Do you have regular access to it?
5 A. No.
6 Q. Do you have access to State Street
7 Consultants' computerized financial records
8 system?
9 A. No.
10 Q. Are you familiar with what kind of
11 accounting software State Street Consultants uses?
12 A. I'm not familiar with the system.
13 Q. If you need access to information
14 that's maintained in that system, how do you go
15 about getting that?
16 A. Request it of Ms. Harrison.
17 Q. To your knowledge, does Ms. Harrison
18 have the authority to give you access to the
19 financial information of State Street Consultants?
20 A. Yes.
21 Q. Where are the offices of Thomas A.
22 Rankin & Associates housed?
23 A. Two offices.
24 Q. Where are they located?

44
1 A. 996 Poppy Hills Drive, Blacklick, Ohio,
2 and -- I think that's it about now.
3 Q. Okay. You said two offices, but then
4 you only gave me one address and then said, well,
5 you think that's about it now or that's it about
6 now. Why did you give me that kind of an answer?
7 A. I no longer have two offices. I
8 misspoke.
9 Q. All right. Up until very recently you
10 did have two offices?
11 A. Yes.
12 Q. Poppy Hills Drive, Blacklick, Ohio,
13 what's the nature of the structure there that
14 houses your office at that address?
15 A. What's the nature of the --
16 Q. Structure.
17 A. It's my residence.
18 Q. So you have an office in your home?
19 A. Yes.
20 Q. And then in addition to that, at least
21 until recently, you had another office?
22 A. Yes.
23 Q. Was that at 137 East State Street?
24 A. Yes.
45
1 Q. When did you cease to have an office at
2 that location?
3 A. December 30th. No.
4 MR. BEHAL: It's a Tuesday.
5 THE WITNESS: It's a Tuesday? December
6 27th? I don't recall exactly what date.
7 Q. 2008?
8 A. Yes.
9 Q. Why did you close your office at 137
10 East State Street in late December of 2008?
11 A. State Street Consultants was vacating
12 the premises.
13 Q. Is it the case that Thomas A. Rankin &
14 Associates' office at 137 East State Street was
15 within the State Street Consultants office
16 complex?
17 A. Yes.
18 Q. Did Thomas A. Rankin & Associates lease
19 that space?
20 A. No.
21 Q. Under what kind of an arrangement did
22 Thomas A. Rankin & Co. occupy that space?
23 A. I was provided a facility to perform my
24 services for State Street Consultants.

46
1 Q. Is it the case that Thomas A. Rankin &
2 Associates did not pay rent for that space?
3 A. Yes.
4 Q. How long did Thomas A. Rankin &
5 Associates occupy that space?
6 A. 2007.
7 Q. So for all of 2007 and all of 2008, up
8 till the last couple of days?
9 A. Yes.
10 Q. On what floor of the building was the
11 space located that Thomas A. Rankin & Associates
12 occupied?
13 A. Second floor.
14 Q. Does Thomas A. Rankin & Associates
15 charge State Street Consultants fees for its
16 professional services?
17 A. Not directly.
18 Q. How does Thomas A. Rankin & Associates
19 receive payment for the professional services it
20 provides to State Street Consultants?
21 A. Retainer through NSC Consulting
22 Corporation.
23 Q. Is that an annual retainer, semi-annual
24 retainer, monthly retainer? Just how does that

47
1 work?
2 A. Quarterly retainer.
3 Q. What is the quarterly amount of the
4 retainer?
5 A. 14,000.
6 Q. So the -- as I understand what you've
7 told me, the professional services that Thomas A.
9 Consultants are covered by a portion of that
10 quarterly retainer that Thomas A. Rankin &
11 Associates receives from NSC Consulting Corp.,
12 true?
13 A. Yes.
14 Q. Is payment for the professional
15 services that Thomas A. Rankin & Associates
16 provides to NSC Consulting group also covered by
17 that retainer?
18 A. I'm sorry. I was -- go ahead.
19 Q. Sure.
20 A. Please. Sorry.
21 Q. Is payment for the professional
23 provides to NSC Consulting group also covered by
24 that retainer?
48
1 A. Yes.
2 Q. Is the same true for the professional
4 provides to State Street Partners?
5 A. Yes.
6 Q. Is the same true for the professional
8 provides to Neil Clark?
9 A. Yes.
10 Q. Is NSC Consulting Corp. given a credit
11 against the quarterly retainer in the amount of
12 the value of the occupancy that Thomas A. Rankin &
13 Associates has had at 137 East State Street?
14 MR. BEHAL: NSC Consulting Corp. you
15 meant to say, probably.
16 MR. CVETANOVICH: I actually did say
17 NSC.
18 MR. BEHAL: Okay.
19 Q. Let me read the question again.
20 THE WITNESS: She probably corrected
21 you.
22 MR. CVETANOVICH: It came out in bits
23 and pieces. No, she wouldn't do that.
24 Q. Let me read the question again.

49
1 A. Okay.
2 Q. Is NSC Consulting Corp. given a credit
3 against the quarterly retainer in the amount of
4 the value of the occupancy that Thomas A. Rankin &
5 Associates has had at 137 East State Street?
6 A. No.
7 Q. Was the value of that occupancy of
8 space at 137 East State Street taken into account
9 when the quarterly retainer amount was negotiated?
11 Q. For how long has the payment mechanic
12 to your firm for the services it provides to these
13 several entities been this quarterly retainer
14 arrangement?
15 A. Quarterly retainer, 2007.
16 Q. So for 2007 and 2008, the arrangement
17 has been what you've described?
18 A. Uh-huh. Yes.
19 Q. Yes?
20 How was your firm paid for services to
21 these several entities back in 2006?
22 A. Monthly retainer.
23 Q. Did that retainer also come from NSC
24 Consulting Corp.?
50
1 A. Yes.
2 Q. How much was the monthly amount back in
3 2006?
5 Q. How much was the quarterly retainer in
6 2007?
7 A. 14,000.
8 Q. And then it stayed the same in 2008?
9 A. Yes.
10 Q. Are you going to be occupying space in
11 State Street Consultants' new offices when they
12 move into new offices?
13 A. No.
14 Q. At that point will you work -- saying
15 you, now, I mean Thomas A. Rankin & Associates,
16 work only from the office you maintain in your
17 home?
18 A. I don't know.
19 Q. What is your near-term plan for the
20 space you will occupy when you are performing the
21 services that you provide to NSC, SSC, and SSP?
22 A. Can you ask that again? I'm sorry.
23 Q. Yes. Let me come at it this way.
24 You've indicated to me that for some

51
1 time now Thomas A. Rankin & Associates has
2 occupied space at 137 East State Street to
3 facilitate it providing services to NSC Consulting
4 Corp., State Street Consultants, State Street
5 Partners, and -- and even Mr. Clark. You've also
6 indicated to me that you've now moved out of 137
7 East State Street. My question is: At least for
8 the near term, where, physically where, will
9 Thomas A. Rankin & Associates reside as it
10 provides professional services to NSC, SSC, SSP,
11 and Mr. Clark?
12 A. 996 Poppy Hills.
13 Q. Do you know for how long that state of
14 affairs will continue or is projected to continue?
15 A. No.
16 Q. Do you have an understanding of where
17 State Street Consultants is relocating its
18 offices?
19 A. Yes.
20 Q. Where is that going to be?
21 A. 49 South Grant Street, Columbus.
22 Q. Do you know when that will be
23 effective?
24 A. No.
52
1 Q. Is State Street Consultants in that
2 space now, to your knowledge?
3 A. Yes.
4 Q. Do you know for how long State Street
5 Consultants is planning to occupy that space?
6 A. No.
7 Q. Do you know if there is a plan that at
8 a point State Street Consultants will relocate its
9 professional offices?
10 A. No.
11 MR. BEHAL: Was the question does he
12 know whether State Street Consultants is going to
13 relocate, is that what the question was? I'm
14 sorry.
15 Q. The question was: Do you know if there
16 is a plan --
17 MR. BEHAL: Okay.
18 Q. -- that at a point State Street
19 Consultants will relocate its professional
20 offices?
21 MR. BEHAL: So the answer is no --
22 MR. CVETANOVICH: The answer was "no."
23 MR. BEHAL: -- you do not know if there
24 is a plan.
53
1 THE WITNESS: No.
2 MR. BEHAL: Okay. Thank you. I just
3 want to make sure I --
4 Q. Do you have a plan for opening another
5 office at Thomas A. Rankin & Associates at some as
6 yet undetermined point in the future?
7 A. I don't have a plan.
8 Q. Have you had any discussions with
9 Mr. Clark or anyone else at State Street
10 Consultants about there coming a time or there
11 coming a point when you will again have office
12 space together with State Street Consultants?
13 A. No.
14 Q. Have you had a discussion with
15 Mr. Clark about the prospect of him winding up or
16 terminating the business of State Street
17 Consultants?
18 A. Yes.
19 Q. To your knowledge, does he have a plan
20 of winding up or terminating the business of State
22 A. No.
23 Q. Has Mr. Clark discussed with you a plan
24 that he has or an idea that he has for starting a

54
1 new entity through which to conduct his lobbying
2 business?
3 A. Can you repeat the question? I'm
4 sorry.
5 Q. Certainly.
6 A. Thank you.
8 that he has or an idea that he has for starting a
9 new entity through which to conduct his lobbying
10 business?
11 A. No.
13 that he has or an idea that he has for moving the
14 lobbying that he personally does out of State
15 Street Consultants into NSC Consulting Corp.?
16 A. No.
17 Q. Has he discussed with you a plan that
18 he has or an idea that he has for himself doing
19 lobbying work through some entity other than State
21 A. Yes.
22 Q. What discussions have you had with
23 Mr. Clark about that?
24 MR. BEHAL: I'm going to object on the

55
1 grounds of relevancy.
3 A. I don't recall exactly the discussion.
4 Q. Tell me as much as you can recall.
5 A. I recall -- I recall Neil discussing
6 the possibility of working as a lobbyist outside
7 of State Street Consultants.
8 Q. Do you recall any more than that?
9 A. I recall Neil stating he would not be a
10 tenant of State Street Partners, if that's
11 relevant to that.
12 Q. What else can you recall?
13 A. Can't recall much right now.
14 Q. When did you and Mr. Clark discuss
15 that?
16 A. I don't remember exactly.
17 Q. Was it in 2008?
18 A. Yes.
19 Q. The latter half of 2008?
20 A. Yes.
21 Q. The last quarter of 2008?
22 A. Yes.
23 Q. Within the past month?
24 A. Yes.
56
1 Q. How many times have you and Mr. Clark
2 discussed that subject matter within the last
3 month?
5 Q. More than once?
6 A. Yes.
7 Q. As many as five times?
8 A. Maybe.
9 Q. Has anybody else been a party to any of
10 those discussions between you and Mr. Clark?
11 A. Yes.
12 Q. Who else?
13 A. Bob Behal.
14 Q. Anyone else?
15 A. Andrew Minton.
16 Q. Anyone else?
17 A. Not that I recall.
18 Q. Have those discussions all been in
19 person?
20 A. No.
21 Q. Some in person?
22 A. Yes.
23 Q. Where did those occur?
24 A. Easton Starbucks.
57
1 Q. Is that a single discussion, or have
2 there been multiple discussions in person?
3 A. More than one.
4 Q. How many?
5 A. Don't recall exactly.
6 Q. Was that between you and Mr. Clark?
7 A. No.
8 Q. Who was in attendance at those Easton
9 Starbucks discussions?
10 A. Andrew Minton. Lisa Rankin.
11 Q. Excuse me. Andrew Minton, Lisa Rankin
12 and you?
13 A. Yes.
14 Q. Anyone else at the in-person
15 discussions at Starbucks?
16 A. No.
17 Q. Have there been any in-person
18 discussions other than those at the Easton
19 Starbucks?
20 A. Not that I can recall.
21 Q. The discussions you've had that have
22 not been in person, I take it were telephonic. Is
23 that correct?
24 A. Yes.
58
1 Q. How many of those discussions have
2 there been?
3 A. Don't recall exactly.
4 Q. Have those been two-person telephone
5 discussions or multiple-person telephone
6 discussions?
7 A. Both.
8 Q. The two-person discussions were between
9 you and what other person?
10 A. Neil Clark.
11 Q. How many of those have there been?
12 A. Several.
13 Q. Several being what, more than three?
14 A. It would be a guess.
15 Q. When you say several, what do you
16 typically intend to connote by your --
17 A. Three.
18 Q. -- your use of that term? Three?
19 A. Sure.
20 Q. When there have been more than you and
21 Mr. Clark on the phone, who else has been on the
22 call?
23 A. Bob Behal.
24 Q. How many of those have there been?

59
1 A. A couple.
2 Q. Have there been any other discussions
3 within the past month on this subject matter that
4 have occurred but that you have not been
5 referencing in the discussion we just had of
6 telephone calls and Easton Starbucks meetings?
8 Q. Apart from the discussions, whether in
9 person or telephonic, have there been e-mail
10 communications between you and anyone else
11 regarding this topic?
13 Q. Have there been text messages or
14 instant messages between you and anyone else on
15 this subject matter?
16 A. Yes.
17 Q. Tell me with whom you have
18 text-messaged, if that's a phrase, or
19 instant-messaged.
20 A. Neil Clark.
21 Q. Anyone else?
23 Q. Have they been instant messages or text
24 messages?
60
1 A. Are they not the same?
2 Q. I think the teenagers would tell us no,
3 they're not the same. Instant message is the old
4 AOL vehicle where you can be sitting at a computer
5 and interacting in real time with someone on
6 another computer.
7 A. Text.
8 Q. Okay. Text is over the telephone.
9 A. Right.
10 Q. All right. You recall how many times
11 you've text-messaged with Mr. Clark on this
12 subject matter?
14 Q. Did you save any of the text messages?
15 A. No.
16 Q. You think you've deleted them?
17 A. Yes.
18 Q. I would ask you if any of those remain
19 on your telephone to not delete them. You can
20 consult with Mr. Weaver about that, but I would
21 ask that you not do that. Similarly, if you have
22 any e-mails dealing with that subject matter or
23 written documentation, whether it be
24 communications you received from others or notes

61
1 you made to yourself, please do not destroy,
2 delete, or anything like that. And again,
3 Mr. Weaver can talk with you about that.
4 A. Okay.
5 Q. Thank you. You indicated to me that in
6 the Starbucks -- Easton Starbucks meeting Andrew
7 Minton and Lisa Rankin were in attendance with
8 you. Who is Andrew Minton?
9 A. A lobbyist at State Street Consultants.
10 Q. Who is Lisa Rankin?
11 A. My spouse.
12 Q. How long have you and Lisa been
13 married?
14 A. Better not wait too long on this one.
15 Eight years, almost.
16 Q. I would never ask you that question in
17 front of her, by the way. I wouldn't do that to a
18 guy.
19 A. I appreciate that.
20 Q. Does Lisa Rankin also work for State
22 A. No.
23 Q. Has she ever?
24 A. Yes.
62
1 Q. During what time frame?
2 A. 2006 to 2008.
3 Q. When did she cease working for State
5 A. 2008.
6 Q. What part of the year?
7 A. August, I think.
8 Q. What was her job at State Street
9 Consultants?
10 A. Lobbyist.
11 Q. Is that the position she held there
12 throughout her tenure with State Street
13 Consultants?
14 A. Yes.
15 Q. You said that her employment there
16 commenced in 2006. Was that at the beginning of
17 the year 2006?
19 Q. Was your spouse a full-time employee of
20 State Street Consultants during the period that
21 she worked there?
22 A. Yes.
23 Q. Has your spouse ever been an employee
24 of State Street Partners?

63
2 Q. Has your spouse ever been an employee
3 of NSC Consulting Corp.?
4 A. Yes.
5 Q. During what time frame?
6 A. 1987 through 2006.
7 Q. Is it the case, Mr. Rankin, that she
8 ceased to be an employee of NSC Consulting group
9 before she became an employee of State Street
10 Consultants?
11 A. Yes.
12 Q. Was it a situation in which it was at
13 the same point in time when she ceased to be
14 employed with NSC Consulting group but then became
15 employed by State Street Consultants?
16 A. Yes.
17 Q. To your knowledge, did Lisa Rankin at
18 any time after January 1st, 2006, provide services
19 to clients of NSC Consulting group?
20 A. Yes.
21 Q. Was that done on a regular basis?
22 A. Yes.
23 Q. To your knowledge, was it also the case
24 that other lobbyists, meaning other than Lisa

64
1 Rankin, with State Street Consultants from January
2 1st, 2006 to the present, provided services to
3 clients of NSC Consulting Corp.?
4 A. I don't know.
5 Q. So you know that Lisa did, but you're
6 not sure if others did?
7 A. Yes.
8 Q. How do you know that Lisa did?
9 A. She represented the nurses association.
10 Q. And you know that to be a client of NSC
12 A. Yes.
13 Q. How do you know that?
14 MR. WEAVER: I'm going to object to
15 your -- and raise spousal privilege with respect
16 to anything that Mr. Rankin's spouse has told him
17 without an non-necessary party present. And I'll
18 ask Dan if you'll pose his questions with respect
19 to his knowledge as the accountant for the
20 different entities.
21 MR. CVETANOVICH: Well, I'll go some of
22 that way, Mark. What I'll do is pose the
23 questions in terms of knowledge from any source
24 other than Lisa.

65
1 MR. WEAVER: That's fine.
2 MR. CVETANOVICH: Fair enough?
3 MR. WEAVER: Yes. Thank you.
4 MR. CVETANOVICH: All right. Sure.
5 Q. I hope all that didn't confuse you,
6 Mr. Rankin.
7 A. I'm easily confused.
8 Q. Pardon me?
9 A. I'm easily confused.
10 Q. Well, I know Mr. Weaver can easily
11 straighten you out, too, so --
12 Before Mr. Weaver and I had our little
13 interchange, you indicated to me that you knew
14 that Lisa represented the nurses association. My
15 question to you now is, do you know that from any
16 source other than Lisa telling you that?
17 A. No.
18 Q. Is that information reflected in the
19 books and records of State Street Consultants that
20 you see?
21 A. What piece of information are you
22 talking about?
23 Q. That Lisa Rankin provides or provided
24 services to the nurses association.

66
1 A. It is not in the books and records of
2 NSC.
3 Q. Is it in the books and records of State
5 A. No.
6 Q. Do you regularly see cash flow
7 statements of State Street Consultants?
8 A. Yes.
9 Q. Who prepares them?
10 A. Ms. Harrison.
11 Q. Do you play any role in the preparation
12 of the cash flow statements?
13 A. No.
14 Q. Does anyone other than Ms. Harrison, to
15 your knowledge, participate in the preparation of
16 the cash flow statements?
17 A. I give Ms. Harrison NSC information
18 that she incorporates into the cash flow.
19 Q. That she incorporates into the State
20 Street Consultants' cash flow statements?
21 A. Yes.
22 Q. Why is NSC Consulting Corp. information
23 incorporated into State Street Consultants' cash
24 flow statements?
67
1 A. I don't know.
2 Q. Who made a determination that it would
3 be done that way?
4 A. I don't know.
5 Q. To your knowledge, during the time that
6 you've had a relationship with State Street
7 Consultants, has it ever had an accountant on its
8 payroll?
9 A. To my knowledge, no.
10 Q. Ms. Harrison is a trained bookkeeper,
11 correct?
12 A. I don't know what she is, as far as
13 training.
14 Q. Does Ms. Harrison ever come to you with
15 accounting or bookkeeping questions?
16 A. No.
17 Q. Do you know to whom Ms. Harrison turns
18 if she has accounting or bookkeeping questions in
19 connection with her performance of her job duties
20 for State Street Consultants?
21 A. I don't know.
22 - - - - -
23 Thereupon, Plaintiffs' Exhibit 3 marked

68
1 - - - - -
2 Q. Mr. Rankin, I now want to hand you a
3 document that is being marked Plaintiffs' Exhibit
4 3. I'll ask you to take a moment and look at
5 that, if you would, please.
6 MR. WEAVER: Dan, is there is a 1?
7 MR. CVETANOVICH: Yes.
8 MR. WEAVER: Is that a previous
9 deposition?
10 MR. CVETANOVICH: It was.
11 MR. WEAVER: Thank you.
12 MR. CVETANOVICH: Yeah, I'm just doing
13 them all in sequence.
14 MR. WEAVER: No, that's all right. I
15 just want to make sure I'm not missing any.
16 MR. CVETANOVICH: Be happy to get you a
17 copy.
18 MR. WEAVER: No, I've got plenty of
19 paper. Thank you.
20 MR. CVETANOVICH: Yeah, don't we all.
22 Q. Have you had a chance to take a look at
23 Exhibit 3 --
24 A. Yes.
69
1 Q. -- Mr. Rankin?
2 A. Yes.
3 Q. Before we get too deeply into that, let
4 me ask you, are you aware of one or more instances
5 when the Internal Revenue Service has issued a tax
6 assessment against Neil Clark individually?
7 A. Yes.
8 Q. Are you aware of the Internal Revenue
9 Service having issued a notice of a federal tax
10 lien against Mr. Clark individually?
11 A. Yes.
12 Q. I've handed you Exhibit 3, and you've
13 had a chance to take a look at it. Before we go
14 further with that, just let me note for the
15 record, so it is a matter of record, that this is
16 also a two-sided exhibit. So just note that
17 there's a certification on the back.
18 With that, can you identify for the
19 record, please, what Exhibit 3 is?
20 A. Notice --
21 MR. BEHAL: Objection. It speaks for
22 itself. Go ahead and answer.
23 A. Notice of federal tax lien.
24 Q. Who is the taxpayer that is the subject

70
1 of this notice?
2 A. Neil S. Clark.
3 Q. Had you seen this before today?
4 A. Yes.
5 Q. This reflects that the IRS is taking
6 the position that Mr. Clark has an unpaid balance
7 of a tax assessment against him for calendar year
8 or tax year 2006, $749,561.17. Correct?
9 A. Yes.
10 Q. Is Mr. Clark contesting that?
11 A. No.
12 Q. Has he yet paid any part of that unpaid
13 balance that's noted on the exhibit?
14 A. I'm not aware of it.
15 Q. Given your relationship with him, would
16 you expect that you would be aware of it if he had
17 made such payments?
18 A. Yes.
19 Q. This notice also indicates that
20 Mr. Clark had an unpaid balance on the assessment
21 for tax year 2007 in the amount of $321,454.38.
22 Correct?
23 A. Yes.
24 Q. Do you know if Mr. Clark has to date

71
1 paid any part of that unpaid balance?
3 Q. I think we can set that one aside.
4 MR. WEAVER: You need a bathroom break,
5 Tom?
6 THE WITNESS: I'm sorry. I gotta go.
7 MR. CVETANOVICH: Oh, sure.
9 record at 11:59.
12 record at 12:13.
13 Q. Mr. Rankin, at an earlier point in our
14 proceeding today I had asked you about what space
15 within the facility at 137 East State Street
16 Thomas A. Rankin & Associates occupied, and you
17 told me it was on the second floor. My question
18 to you now is: Was there ever a time when Thomas
19 A. Rankin & Associates occupied space on the first
20 floor of that building?
21 A. Yes.
22 Q. Can you tell me in what time frame your
23 firm occupied space on the first floor of that
24 building?
72
1 A. 2004 through 2006.
2 Q. Was that through the beginning of 2006,
3 or at some point later in the year in 2006?
4 A. The beginning.
5 Q. During the period when Thomas A. Rankin
6 & Associates occupied space on the first floor of
7 that building, did it pay rent?
8 A. Yes.
9 Q. Was its rent payments to State Street
10 Partners?
11 A. Yes.
12 Q. How did it come about that Thomas A.
13 Rankin & Associates moved from the first floor of
14 the building to the second floor of the building
15 and then stopped paying rent?
16 A. The ability to rent the first floor
17 space, the office that I was in -- let me rephrase
18 that.
19 Q. Please.
20 A. State Street Partners was attempting to
21 rent the first floor of the building to anyone
22 interested. The office I had on the first floor
23 was a -- a dual office. They thought that that
24 office was marketable and to someone who could use

73
1 that space and possibly more offices, more office
2 space on the first floor. So I guess -- I moved
3 upstairs to make that office or that additional
4 space available.
5 Q. And how did it come about that you were
6 then able to occupy space in the building, albeit
7 on the second floor, at no rent?
8 A. I don't know.
9 Q. Who communicated to you that you would
10 no longer have to pay rent to occupy space in the
11 building?
12 A. Neil Clark.
13 Q. What did he say to you?
14 A. "Move upstairs, it's more convenient
15 for you to be upstairs." That's about it.
16 Q. He added there would be no rent, I take
17 it?
18 A. I would assume.
19 Q. Did he say why?
20 A. No.
21 Q. Did he ask you if that would be okay
22 with you?
23 A. Yes.
24 Q. It was okay with you, wasn't it?

74
1 A. It was okay.
2 Q. How much had Thomas A. Rankin &
3 Associates been paying in rent up to that point in
4 time when it moved up to the second floor?
5 A. Maybe 1500 a month.
6 Q. Since Thomas A. Rankin & Associates
7 moved its offices to the second floor of 137 East
8 State Street, have you personally had a key to the
9 office building?
10 A. Yes.
11 Q. Have you had a key or a pass card or
12 something that would give you the ability to gain
13 access to the second floor of that building?
14 A. Yes.
15 Q. What did it take or does it take to
16 gain access to the second floor of the building?
17 A. To gain access to the second floor?
18 Q. Yes, sir.
19 A. During business hours, walk up the
20 steps. I'm not sure I understand your question.
21 Q. Well, I'm just trying to understand
22 what security there is for the offices of State
23 Street Consultants. You know, many offices have
24 locked doors, and it requires a key or it requires

75
1 a pass card or it requires knowing a code that one
2 has to punch in little buttons to get in. And I'm
3 just trying to understand what was the arrangement
4 there with the offices of State Street
5 Consultants.
6 A. All occupants of the building had a
7 pass code to the back door.
8 Q. Could all occupants of the building get
9 up to the offices of State Street Consultants?
10 A. No.
11 Q. What else was required for access to
12 the second floor?
13 A. During business hours, nothing.
14 Q. How about outside of business hours?
15 A. A security code for the second floor
16 alarm.
17 Q. Was -- let me take that word back and
18 say: Were you provided the security code to gain
19 access to the second floor during the past three
20 years?
21 A. Yes.
22 Q. Are there old-fashioned keys required
23 to gain access to any part of the building over
24 there?
76
1 A. Yes.
2 Q. For what parts of the building does one
3 need a key to gain access?
4 A. To go to the basement. Interior doors
5 have keys.
6 Q. Any other parts of the building?
7 A. No.
8 Q. Did you have a key to the basement?
9 A. No.
10 Q. Did you have a key to any of the
11 interior doors throughout the office complex?
12 A. Did I or do I?
13 Q. Well, let's start with do you.
14 A. Yes.
15 Q. Since you moved out of the building
16 here in the past couple of weeks, whenever it's
17 been, you haven't yet turned in your keys?
18 A. I have additional furniture inside the
19 building.
20 Q. So you haven't had a chance to move
21 that yet; is that correct?
22 A. Yes.
23 Q. Is there a point in time when you need
24 to get it out of there?

77
1 A. Yes. I'd like to.
2 Q. What is that point in time?
3 A. When it's convenient for State Street
4 Partners to get me access where I can send people
5 to --
6 MR. WEAVER: I was going to discuss
7 that with you today, Dan.
8 A. -- move the furniture.
9 MR. CVETANOVICH: Why don't we do that
10 in a little bit.
11 Q. So you've got some furniture there.
12 You've still got a key so that when the time is
13 right you can gain access to the offices to get
14 your furniture; is that correct?
15 A. Yes.
16 Q. When you vacated the building, apart
17 from getting the furniture out that's still there,
18 did anyone ask you to return the key that you have
19 to the building?
20 A. No.
21 Q. What part of the building are you
22 permitted access through use of this key?
23 A. The key to my door?
24 Q. Well, that may be the answer to the

78
1 question.
2 A. Okay.
3 Q. You said that keys were required to get
4 to the basement and for some interior door.
5 A. Yes.
6 Q. Doors, plural. You've said you've got
7 a key. I'm just trying to understand what the key
8 you have opens.
9 A. To my interior door.
10 Q. Do you know whether since Thomas A.
11 Rankin & Associates moved its operation out of 137
12 East State Street the codes have been changed to
13 permit you to gain access to the building and to
14 the second floor of the building?
15 A. Am I aware of that?
16 Q. Yes, sir.
17 A. I am not aware of that.
18 Q. Do you know whether the codes have been
19 changed for one to gain access to the building and
20 then to the second floor of the building since
21 State Street Consultants moved its operations out
22 of the building?
23 A. I'm not aware of it.
24 Q. Do you know if State Street

79
1 Consultants' move of its operations from that
2 building is yet complete?
3 A. I don't know.
4 Q. Do you know that the move has at least
5 started?
6 A. Yes.
7 Q. Do you know if any State Street
8 Consultants personnel are yet occupying space at
9 49 South Grant Street?
10 A. I don't know.
11 Q. Do you know whether there is a timeline
12 in place for that move to be completed?
13 A. I don't.
14 Q. Do you know if there are any employees
15 of State Street Consultants who will be performing
16 their duties of employment from locations other
17 than 49 South Grant Street?
18 A. I don't know where they will work from.
19 Q. Have you heard anyone discuss where the
20 various employees of State Street Consultants will
21 be working from?
22 A. I've heard.
23 Q. Tell me what you've heard.
24 A. Home or 49 South Grant street or the

80
1 Statehouse. I think that's it.
2 Q. All right. Which employees of State
3 Street Consultants have you heard will be
4 performing their services from 49 South Grant
5 Street?
6 A. I don't know.
7 Q. Do you know any of them?
8 A. I don't know where they will be working
9 from.
10 Q. Have you heard that any of them will be
11 working from 49 South Grant Street?
12 A. Yes.
13 Q. Which ones?
14 A. I don't know specifically all -- which
15 ones.
16 Q. Haven't heard any names?
17 A. No.
18 Q. Which employees of State Street
19 Consultants have you heard will be performing
20 services from their homes?
22 MR. BEHAL: Objection. Go ahead.
24 A. Andrew Minton, John Singleton, Penny

81
1 Tipps, Aaron Ockerman.
2 Q. Any others?
3 A. Jane Harrison.
4 Q. Any others?
5 A. That's all I recall.
6 Q. Andrew Minton is a lobbyist, correct?
7 A. Yes.
8 Q. Penny Tipps is also a lobbyist,
9 correct?
10 A. Yes.
11 Q. What is John Singleton's position at
13 A. Lobbyist.
14 Q. What is Aaron Ockerman's position at
16 A. Lobbyist.
17 Q. Do you know where Andrew Minton lives?
18 A. No.
19 Q. Do you know where John Singleton lives?
20 A. No.
21 Q. Do you know where Penny Tipps lives?
22 A. Yes.
23 Q. Where does Penny Tipps live?
24 A. Westerville.
82
1 Q. Do you know where Aaron Ockerman lives?
2 A. No.
3 Q. Do you know for how long it is planned
4 that Mr. Minton, Mr. Singleton, Ms. Tipps, and
5 Mr. Ockerman will work from their homes?
6 MR. BEHAL: Objection. Planned by
7 whom?
8 Q. Let me change the question a little
9 bit.
10 What we're talking about now -- what
11 I'm asking you about now is what you have heard.
12 Have you heard for how long Mr. Minton will be
13 performing his services for SSC from his home?
14 A. I have not heard.
15 Q. Have you heard for how long
16 Mr. Singleton will be working from his home?
18 Q. Have you heard for how long Ms. Tipps
19 will be working from her home?
21 Q. Have you heard for how long
22 Mr. Ockerman will be working from his home?
24 Q. Do you know if there is in existence a

83
1 plan for when these people will cease to work from
2 their homes?
5 MR. WEAVER: I'm sorry. What was the
6 basis?
7 MR. BEHAL: On the basis that I'm not
8 sure whose plan or what plan he's referring to.
9 MR. WEAVER: So it's as to form?
10 MR. BEHAL: It is.
11 MR. WEAVER: Can you rephrase? I just
12 want to make sure he understands.
13 MR. CVETANOVICH: Sure.
15 Q. I'm just trying to understand whether
16 you have any awareness of any plan formulated by
17 anyone for the duration for Mr. Minton,
18 Mr. Singleton, Ms. Tipps, and Mr. Ockerman to
19 continue working from their homes.
21 MR. WEAVER: If you understand, you can
22 answer.
23 A. I don't know how long they're going to
24 work from their homes.

84
1 Q. How did you learn that these people
2 would be working from their homes?
3 A. It was in the paper.
4 Q. Did you learn it from any other source?
5 A. I don't know where they would work
6 from.
7 Q. So the only information you have about
8 any of these individuals working from their homes
9 is from the newspaper?
10 A. No.
11 Q. What other sources of information do
12 you have for the proposition that these people
13 will be working from their homes?
14 A. Discussion.
15 Q. With whom?
17 Q. Anyone else?
18 A. No.
19 Q. What did Mr. Minton tell you?
21 Q. Is he the one who told you that he,
22 Mr. Singleton, Ms. Tipps and Mr. Ockerman would be
23 working from their homes, at least for a time?
24 A. I don't recall who exactly told me

85
1 that.
2 Q. Did anyone other than Mr. Minton tell
3 you that?
4 A. Possibly.
5 Q. You just don't know?
6 A. Possibly.
7 Q. Can you tell me anyone else who
8 communicated that information to you or part of
9 that information to you?
10 A. Neil Clark.
11 Q. Anyone else?
12 A. No.
13 Q. What did Mr. Clark tell you about that?
14 A. I don't specifically remember.
15 Q. When did you speak with Mr. Clark about
16 that?
17 A. I don't know.
18 Q. Where were you when you and Mr. Clark
19 spoke about that?
20 A. I don't know.
21 Q. Did you and he speak in person?
22 A. I don't know if it was in person.
23 Q. Did Mr. Clark communicate to you that
24 this would be a temporary arrangement, meaning the

86
1 arrangement whereby some of these people would be
2 working from their homes?
3 A. Can you re-ask that, please.
4 Q. Yes. When you spoke with Mr. Clark,
5 did he communicate to you that the arrangement
6 whereby Andrew Minton, John Singleton, Penny Tipps
7 and Aaron Ockerman would work from their homes was
8 to be a temporary arrangement?
9 A. No.
10 Q. When you spoke with Mr. Minton about
11 this arrangement that has these people working
12 from their homes, did he give you any indication
13 of how long that arrangement would last?
14 A. No.
15 Q. Does State Street Consultants have
16 lobbyists other than Mr. Minton, Mr. Singleton,
17 Mr. Tipps and --
18 MR. BEHAL: Ms. Tipps.
19 Q. Excuse me. Ms. Tipps and Mr. Ockerman?
20 A. Neil Clark.
21 Q. Any others?
22 A. No.
23 Q. Is Mr. Clark going to be working from
24 his home, to your knowledge?

87
1 A. I don't know.
2 Q. Have you heard it stated that he will
3 be working from 49 South Grant Street?
4 A. Yes.
5 Q. By whom?
6 A. Mr. Clark.
7 Q. Was that in the same conversation when
8 he told you others would be working from their
9 homes?
10 A. I don't recall the specific
11 conversation.
12 Q. Did he tell you the names of any other
13 State Street Consultants employees who would be
14 working from 49 South State Street?
15 MR. WEAVER: Pardon me. Do you mean
16 Grant Street?
17 MR. CVETANOVICH: I do. Thank you.
18 Let me restate the question. Too many streets in
19 my head here.
20 Q. Did Mr. Clark, when you spoke with him,
21 tell you the name of any other State Street
22 Consultants employees who will be working from 49
23 South Grant Street?
24 A. They all have the ability to work from

88
1 49 -- whatever that street is.
2 MR. BEHAL: Grant.
3 A. Grant Street.
4 Q. You learned that from Mr. Clark?
5 A. Yes.
6 Q. Do you know what will be the nature of
7 the space that State Street Consultants will
8 occupy at 49 South Grant?
9 A. A building.
10 Q. Let me ask a little better question.
11 And I appreciate that, but let me ask a little
12 better question.
13 Do you know for what uses the space
14 that State Street Consultants will occupy in that
15 building will be set up?
16 A. I still don't understand. I'm sorry.
17 Q. In other words, is it all going to be
18 conference space, meeting rooms, private offices,
19 a roller rink --
20 A. Office space.
21 Q. Private offices, is that your
22 understanding?
23 A. There are -- from what I understand,
24 private offices.
89
1 Q. Also meeting space?
2 A. From what I understand.
3 Q. To your knowledge, will there be enough
4 private offices to house all the lobbyists?
5 A. I don't know.
6 Q. Do you know how many private offices
7 will be set up in the office space that State
8 Street Consultants occupies at 41 South Grant?
9 Excuse me. 49 South Grant.
10 A. I don't.
11 Q. You said to me probably 15 minutes ago,
12 Mr. Rankin, that some of State Street Consultants'
13 employees would be working from 49 South Grant,
14 some would be working from their homes, some would
15 be working from the Statehouse. Which of State
16 Street Consultants' employees do you understand
17 will be working from the Statehouse?
18 A. I presume they all will perform
19 services at the Statehouse.
20 Q. Do you know of any employee of State
21 Street Consultants who under this new arrangement
22 will be performing work duties only at the
23 Statehouse?
24 A. No.
90
1 Q. Is there any employee of State Street
2 Consultants who you have been made to understand
3 will be working out of his or her home whose name
4 you have not already provided me?
5 A. I don't know.
6 Q. We spoke quite a bit earlier in our
7 proceeding today about the nature of the services
8 that your firm provides for State Street
9 Consultants. I want to ask a similar question
10 about the services that your firm provides for
11 other entities, and we'll just take the other
12 entities one by one.
13 Let's first talk about State Street
14 Partners. Can you describe for me, please, the
16 provides for State Street Partners.
17 A. Tax compliance and bookkeeping.
19 A. No.
20 Q. I want to make sure --
21 A. I'm going to --
22 Q. Go ahead.
23 A. I have talked with the bank, with the
24 lending institution, with reference to the

91
1 mortgage on the building.
2 Q. Anything else?
3 A. No.
4 Q. When you used the phrase "tax
5 compliance" in reference to services that your
6 company provides to State Street Partners, what
7 specifically do you mean?
8 A. Preparation of the annual partnership
9 tax return.
11 A. No.
12 Q. Do you play a role in the actual
13 remittance of taxes?
14 A. No.
15 Q. So you're talking about return
16 preparation?
17 A. Yes.
18 Q. As part of that, do you also prepare
19 the K1s?
20 A. Yes.
21 Q. Is there anything else that your
22 company does for State Street Partners that's
23 included within this phrase you used, "tax
24 compliance"?
92
1 A. Not that I can think of.
2 Q. You also told me that your company does
3 bookkeeping or provides bookkeeping services to
4 State Street Partners. What precisely does your
5 company do in the way of bookkeeping for State
6 Street Partners?
7 A. My company receives a check register
8 from Ms. Harrison and puts it into QuickBooks, a
9 QuickBooks format.
10 Q. Does your company also prepare any
11 financial statements for State Street Partners?
12 A. No.
13 Q. Once the information from the check
14 register is put into a QuickBooks format, are
15 there various kinds of reports that you or an
16 operator can print from QuickBooks based on the
17 data input from the check register?
18 A. Yes.
19 Q. For example, can you print a profit and
20 loss statement for State Street Partners using
21 QuickBooks?
22 A. Yes.
23 Q. Can you print a balance sheet using
24 QuickBooks?
93
1 A. Yes.
2 Q. Can you print a general ledger using
3 QuickBooks?
4 A. Yes.
5 Q. Did you personally play any role in
6 helping to assemble documents that the Defendants
7 in this lawsuit in which your deposition is being
8 taken would produce to the Plaintiffs?
9 A. Yes.
10 Q. Did you play a role in generation of or
11 printing of the balance sheet, the general ledger,
12 and the profit and loss statement for State Street
13 Partners?
14 A. Based on the information provided to
15 me, yes.
16 Q. Information provided to you by whom?
17 A. The check register, by Ms. Harrison.
18 Q. Did you also play the same role in
19 connection with generation of or printing of the
20 balance sheet, the general ledger, and the profit
21 and loss statements that have been produced for
23 A. Based on information provided to me,
24 yes.
94
1 Q. Is the same true for NSC Consulting
2 Corp.?
3 A. No.
4 Q. Did you have any role or play any role
5 whatsoever in -- I'm sorry.
6 A. I thought it was the same -- are you
7 asking the same question that you asked two
8 previous times?
9 Q. For a different entity, yes.
10 A. Same exact question?
11 Q. Well, let me just ask the question. I
12 think it's going to be easier at this point.
13 A. I appreciate it.
14 Q. The entity that I'm going to reference
15 is NSC Consulting Corp., and the question is: Did
16 you personally generate or print the balance
17 sheets, the general ledgers, and the profit and
18 loss statements that NSC Consulting Corp. has
19 produced in connection with this litigation?
20 A. Based on information provided, yes.
21 Q. Was there anything that you personally
22 had to do to gain access to the QuickBooks data of
23 these entities in order to be able to generate
24 those documents?
95
1 A. Repeat that again.
2 Q. Certainly. Was there anything that you
3 personally had to do to gain access to the
4 QuickBooks data of these entities in order to be
5 able to generate those documents?
6 A. Turn on my computer. Yes.
7 Q. Anything else?
8 A. No.
9 Q. Were you able to access that data from
10 your personal computer?
11 A. Yes.
12 Q. Where was it located at the time that
13 you accessed the data for purposes of generating
14 and printing these reports?
15 A. 996 Poppy Hills Drive.
16 Q. So you were able to do that from your
17 home?
18 A. Yes.
19 Q. Prior to the time when you received the
20 request to go into QuickBooks and generate these
21 reports, Mr. Rankin, did you already have the
22 ability to go into the QuickBooks database of
23 these three entities via your own computer?
24 A. It is on my computer. QuickBooks.
96
1 Q. Okay. QuickBooks is an application.
2 Right? Yes?
3 A. Yes.
4 Q. You have that on your personal
5 computer?
6 A. Yes.
7 Q. Is that an application that you use
8 generally in connection with your accounting
9 practice?
10 A. Yes.
11 Q. Is that an application that you use for
12 clients of your firm other than State Street
13 Consultants, State Street Partners, NSC Consulting
14 Corp., and Neil S. Clark?
15 A. Yes.
16 Q. The data that one can access and
17 manipulate through use of QuickBooks for State
18 Street Consultants, State Street Partners, NSC
19 Consulting group, and Neil S. Clark resides where?
20 A. In my computer.
21 Q. Is your computer part of a computer
22 network that also includes computers of State
24 A. Yes.
97
2 A. Since 2004.
3 Q. Who else at State Street Consultants
4 works with QuickBooks?
5 A. No one that I'm aware of.
6 Q. Does Janie Harrison work with
7 QuickBooks?
8 A. No.
9 MR. WEAVER: Bathroom break.
11 record at 12:48.
12 - - - - -
13 Thereupon, a luncheon recess is taken
14 at 12:48 p.m.
15 - - - - -
16
17
18
19
20
21
22
23
24
98
1 Monday Afternoon Session
2 January 5, 2009, 1:30 p.m.
3 - - - - -
5 record at 1334. We are back off the record at
6 1334.
7 We are back on the record at 1336.
9 Q. Mr. Rankin, welcome back from lunch.
10 All ready to resume?
11 A. Yes.
12 Q. Okay. Let's do that.
13 At an earlier point in our proceeding
14 today when you were describing to me the services
15 that you provide to State Street Partners, I
16 understood you to say that at least upon occasion
17 you interact on its behalf with its banks. Did I
18 understand that correctly?
19 A. I have.
20 Q. And I think you specifically alluded to
21 the mortgage. Did I understand that correctly?
22 A. Yes.
23 Q. The title to 137 East State Street is
24 in the name of State Street Partners, correct?

99
1 A. As far as I know.
2 Q. And there is a mortgage on the
3 building, correct?
4 A. Yes.
5 Q. Do you know who is the holder of the
6 mortgage interest in the building?
7 A. Fifth Third Bank.
8 Q. Do you play any role in connection with
9 State Street Partners' mortgage payments to Fifth
10 Third Bank?
11 A. No role.
12 Q. Have there been instances, to your
13 knowledge, when State Street Partners missed a
14 mortgage payment in whole or in part?
15 A. Yes.
16 Q. How many times has that happened, to
17 your recollection?
18 A. Several.
19 Q. When that has happened, has that
20 occasioned a need for someone on behalf of State
21 Street Partners to communicate with the bank?
22 A. Yes.
23 Q. Have you been that someone?
24 A. Under authority, I have.

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1 Q. With whom at Fifth Third Bank have you
2 communicated in those instances where State Street
3 Partners missed a mortgage payment?
4 A. Eric Reidinger.
5 Q. Anyone else?
6 A. Can't remember the other fellow's name.
7 Q. There is another fellow from Fifth
8 Third Bank?
9 A. Before Eric Reidinger, Rob Hasslinger I
10 think was his name.
11 Q. Those are tough names.
12 A. Some things I remember well.
13 Q. You've dealt with both of those
14 gentlemen?
15 A. More with Rob Hasslinger than with Eric
16 Reidinger.
17 Q. And Rob Hasslinger is the former loan
18 officer?
19 A. Yes.
20 Q. And now you're dealing with Eric
21 Reidinger?
22 A. I'm not dealing with any of it now.
23 Q. Why are you not dealing with any of it
24 now?
101
1 A. I'm under the understanding that the
2 attorneys are dealing with it.
3 Q. The attorneys being legal counsel for
4 State Street Partners?
5 A. I would presume.
6 Q. Who is that?
7 A. I don't know for sure.
8 Q. When you said "the attorneys," what
9 attorneys did you mean?
10 A. I know that Bob Behal has talked with
11 Fifth Third, and I know that Jamie Ryan has talked
12 with Fifth Third.
13 Q. Have there been occasions during the
14 time that you and your firm have provided services
15 to State Street Partners when it has renegotiated
16 the terms of its mortgage with Fifth Third Bank?
17 A. I'm sorry. Can you ask that again?
18 Q. Yes. Have there been occasions or any
19 occasion during the time that you and your firm
20 have provided services to State Street Partners
21 when State Street Partners has renegotiated the
22 terms of its mortgage with Fifth Third Bank?
23 A. I have provided State Street Partners
24 with services during that time.

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1 Q. Have there been renegotiations of the
2 terms of the mortgage?
3 A. As far as I understand, yes.
4 Q. Have you been involved in the process?
5 A. A portion of the process.
6 Q. What portion of the process have you
7 been involved in?
8 A. The initial portion.
9 Q. Tell me what the initial portion in
10 which you were involved was.
11 A. The refinancing of the original
12 mortgage.
13 Q. When was the original mortgage taken
14 out?
15 A. January of 2003.
16 Q. When was it refinanced?
17 A. I don't know specifically.
18 Q. What's your best recollection?
19 A. Can you define "refinance" for me?
20 Q. Well, you used the term in an answer
21 just a couple of moments ago, so I mean it in the
22 same sense that you meant it.
23 A. I'm not -- as far as I'm aware, the
24 original note has not been refinanced.

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1 Q. To your knowledge, has there been any
2 change in the terms of State Street Partners'
3 borrowing relationship with Fifth Third Bank?
4 A. The terms of the mortgage have been
5 extended.
6 Q. All right. Meaning that the point in
7 time when the mortgage had to be paid off has been
8 stretched out?
9 A. Yes.
10 Q. Have any other aspects of the mortgage
11 been changed?
12 A. To my knowledge, yes.
13 Q. What other terms of the mortgage
14 relationship have been changed?
15 A. It's my understanding the principal
16 payments have been deferred. And State Street
17 Partners is paying interest only.
18 Q. Was that the case in the inception of
19 the loan?
20 A. No.
21 Q. There came a point in time when that
22 change was made by the parties to the mortgage
23 arrangement?
24 A. Yes.
104
1 Q. Do you recall when that was?
2 A. June 2008.
3 Q. Do you recall why that was?
4 A. Dispute amongst owners.
5 Q. When you say a dispute amongst owners,
6 isn't State Street Partners the only owner of that
7 building?
8 A. Dispute of investors in State Street
9 Partners.
10 Q. So you mean Mr. Clark and Mr. Tipps?
11 A. Yes.
12 Q. They're the only two partners in State
13 Street Partners, correct?
14 A. Yes.
15 Q. What did any dispute between them have
16 to do with the need of State Street Partners to
17 seek to renegotiate the terms of the mortgage?
18 A. I'm sorry. Can you please repeat?
19 Q. Certainly. What did any dispute
20 between them have to do with the need of State
21 Street Partners to seek to renegotiate the terms
22 of the mortgage?
23 A. I would guess -- I'd have to -- I don't
24 know specifically.
105
1 Q. You had told me that the reason that
2 State Street Partners sought to renegotiate the
3 terms of the mortgage was because of a dispute
4 amongst the owners. And then you told me that by
5 the owners you meant Mr. Clark and Mr. Tipps.
6 A. Uh-huh.
7 Q. And now I'm trying to understand what
8 that dispute, as you've characterized it, between
9 Mr. Clark and Mr. Tipps had to do with creating a
10 need for State Street Partners to seek to
11 renegotiate the mortgage.
12 A. The mortgage needed to be renegotiated
13 anyway. And the dispute, as far as I'm aware, was
14 relating to a lease of the space between State
15 Street Consultants and State Street Partners.
16 Q. Why did the mortgage need to be
17 renegotiated anyway?
18 A. From what I recall, it was a five-year
19 note due February of 2008 or January of 2008.
20 Q. As that date approached, did State
21 Street Partners not have the resources to pay off
22 the note?
23 A. No. As far as I'm aware.
24 Q. So it needed to renegotiate the

106
1 mortgage or somehow come up with the money to pay
2 off the note?
3 A. Renegotiate, refinance, yes, or pay off
4 the note.
5 Q. And, in fact, it then set upon a course
6 of trying to accomplish that, correct?
7 A. Yes.
8 Q. And you played a role in that process,
9 did you not?
10 A. Early on.
11 Q. Tell us what role you played in the
12 process.
13 A. Getting the terms from the bank of a
14 new loan for State Street Partners.
15 Q. With whom did you interact at the bank
16 in getting the new terms?
17 A. Rob Hasslinger.
18 Q. Anyone else?
19 A. No.
20 Q. What was required of you to get the
21 terms of what would become a new mortgage note?
22 A. Phone call.
23 Q. A single phone call?
24 A. No. More than one.

107
1 Q. So multiple telephone discussions with
2 the mortgage loan agent?
3 A. Correct.
4 Q. Did you have to meet with him?
5 A. No.
6 Q. Did you meet with anyone from Fifth
7 Third Bank as part of that process?
8 A. The early process, no.
9 Q. By your reference to the early process,
10 I'm led to ask: Was there a point later in the
11 process when you had to meet with someone from
12 Fifth Third Bank?
13 A. I did meet with someone from Fifth
14 Third Bank. I'm not sure I had to.
15 Q. How many times did you meet with
16 someone from Fifth Third Bank?
17 A. Once, possibly twice.
18 Q. With whom did you meet?
19 A. Eric Reidinger. And two other Fifth
20 Third representatives that I don't recall their
21 names.
22 Q. Where was the meeting?
24 Q. What was the purpose of the meeting?

108
1 A. To discuss the status of the mortgage.
2 Q. Of the mortgage before the terms were
3 changed?
4 A. Yes.
5 Q. Where was the meeting held?
7 Q. Did anyone accompany you to the meeting
8 on behalf of State Street Partners?
9 A. Neil Clark was at the meeting.
10 Q. Was anyone else from State Street
11 Partners at the meeting?
12 A. No.
13 Q. Did Mr. Clark accompany you to the
14 meeting?
15 A. Accompany -- walk together?
16 Q. Yes.
17 A. Yes.
18 Q. Did you walk over and back together?
20 Q. As part of that process of
21 renegotiation of the terms of the mortgage, was
22 there a requirement that an application be
23 submitted on behalf of State Street Partners?
24 A. I don't recall if there was an

109
1 application that was resubmitted.
2 Q. Was there a requirement that any
3 financial documents be submitted to Fifth Third
4 Bank?
5 A. I would presume, yes.
6 Q. Do you recall what manner of financial
7 documents were submitted to Fifth Third Bank as
8 part of that process?
9 A. I don't recall exactly.
10 Q. Did you take care of that?
11 A. I don't recall if I would have taken
12 care of that.
13 Q. As a term of the mortgage, or the
14 mortgage relationship between State Street
15 Partners and Fifth Third Bank, either before or
16 after the renegotiation of terms, has State Street
17 Partners been required to make periodic
18 submissions of financial information to the bank?
19 A. Yes.
20 Q. How frequently is State Street Partners
21 required to make submissions of financial
22 information to the bank?
23 A. Annually.
24 Q. Is that under the terms of the mortgage

110
1 as renegotiated, or was that under the original
2 mortgage terms?
3 A. I don't know where it is in the terms,
4 or if --
5 Q. Is that something that State Street
6 Partners has had to do throughout the mortgage
7 lending relationship with Fifth Third Bank?
8 A. Probably.
9 Q. Do you have a recollection?
10 A. Yes.
11 Q. So it's been there throughout the
12 relationship?
13 A. Yes.
14 Q. What financial information does State
15 Street Partners periodically submit to Fifth Third
16 Bank?
17 A. Balance sheet, profit and loss
18 statement.
20 A. That State Street Partners submits to
21 the bank?
22 Q. Yes, sir.
24 Q. Does State Street Partners regularly

111
1 submit cash flow statements to the bank?
3 Q. Does State Street Partners regularly
4 submit to the bank statements of sources and uses
5 of moneys or revenues?
7 Q. Have you ever seen a statement of
8 sources and uses of revenues for State Street
9 Partners?
10 A. Yes.
11 Q. Do you prepare those?
12 A. No.
13 Q. Who prepares those?
14 A. Ms. Harrison.
15 Q. Is that done in QuickBooks?
16 A. No.
17 Q. Is it done under your supervision?
18 A. No.
19 Q. Do you know whether pursuant to the
20 terms of the mortgage that State Street Partners
21 has with Fifth Third Bank, State Street Partners
22 is required to submit financial information of
24 A. Yes.
112
1 Q. How often is State Street Partners
2 required to submit to Fifth Third Bank financial
3 information of State Street Consultants?
4 A. I don't know the exact requirement.
5 Q. Just as best you can recollect, how
6 frequently is a submission made to the bank?
7 A. Annually.
8 Q. Were any submissions of financial
9 information of State Street Consultants made to
10 Fifth Third by State Street Partners in connection
11 with renegotiation of the terms of the mortgage?
13 Q. When financial information of State
14 Street Consultants is submitted to Fifth Third
15 Bank by State Street Partners, what is submitted?
16 A. A balance sheet, and a P&L.
18 A. Possibly a cash flow.
19 Q. That would be the cash flow statements
20 prepared by Ms. Harrison?
21 A. Yes.
22 Q. Before financial information is
23 submitted to Fifth Third Bank, do you personally
24 review it for accuracy?

113
1 A. QuickBooks information I do review.
2 Q. What about the cash flow statements?
3 A. No.
4 Q. Does anyone review those for accuracy
5 before they're submitted to Fifth Third Bank?
6 A. I don't know.
7 Q. Does State Street Consultants have a
8 lending relationship with any banks or a borrowing
9 relationship with any banks?
10 A. Yes.
11 Q. What banks?
12 A. I'm aware of Huntington Bank and Fifth
13 Third Bank.
14 Q. What is the nature of State Street
15 Consultants' borrowing from Fifth Third Bank?
16 A. Term note. They have a term note
17 outstanding.
18 Q. What is the principal amount of the
19 note?
21 Q. What is its maturity date?
22 A. I don't recall that.
23 Q. What was the borrowing for?
24 A. The borrowing was to term out debt,

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1 outstanding debt.
2 Q. What activities have given rise to the
3 outstanding debt?
4 A. I don't particularly know specifically.
5 Q. Excuse me. Was it draws upon a line of
6 credit?
7 A. Yes.
8 Q. It also include credit card debt?
9 A. Not to my knowledge.
10 Q. Do you recall what the limit was on the
11 line of credit?
12 A. 200,000.
13 Q. At the time that the borrowing was
14 termed out, as you've put it, had State Street
15 Consultants been running at or near the limit on
16 the line of credit?
17 A. Yes. It's my recollection.
18 Q. And so a decision was made to term that
19 out?
20 A. Yes.
21 Q. Do you recall what the principal amount
22 was at the time that that borrowing was termed
23 out?
24 A. I'm sorry. Can you ask that again?

115
1 Q. Yes, sir.
2 Do you recall what the principal amount
3 was at the time that the borrowing was termed out?
4 A. 195,000, maybe.
5 Q. Do you recall what the term was for
6 repayment of the principal amount?
7 A. I don't.
8 Q. Do you recall what the interest rate
9 was?
10 A. I don't.
11 Q. Was the interest rate achieved through
12 terming out the borrowing on the line of credit
13 less than the interest rate that was payable on
14 the line of credit?
15 A. I don't know.
16 Q. Does State Street Consultants have any
17 other borrower relationships with Fifth Third
18 Bank?
20 Q. What is the nature of State Street
21 Consultants' borrowing relationship with
22 Huntington Bank?
23 A. Line of credit.
24 Q. Do you know the limit on that line of

116
1 credit?
2 A. 100,000.
3 Q. Do you know if there is any security
4 for that line of credit from Huntington Bank?
5 A. I don't know.
6 Q. Do you know if there are any guarantors
7 of State Street Consultants' repayment obligation
8 on the Huntington Bank line of credit?
9 A. Yes.
10 Q. Who are the guarantors?
11 A. Mr. Clark and Mr. Tipps.
12 Q. Any others?
15 has given any other security for its repayment
16 obligation on the line of credit to Huntington
17 Bank?
18 A. I don't know.
20 has given any security for its repayment
21 obligation on the term loan from Fifth Third Bank?
22 A. I don't know. I don't remember.
23 Q. Do you know if State Street Partners
24 has given Fifth Third Bank any security apart from

117
1 the mortgage interest itself in the realty for its
2 repayment obligation on the mortgage loan?
3 A. Can you say that again?
4 Q. Yes, sir.
5 (Conference room phone rings.)
6 MR. CVETANOVICH: This could be John
7 Gonzalez. Let's hold on just a minute.
8 THE VIDEOGRAPHER: Do you want to go
9 off the record?
10 MR. CVETANOVICH: I think we should for
11 just a minute. It will take him a few minutes --
13 record at 1404.
16 record at 1408.
17 Q. Mr. Rankin, before we took a short
18 break upon Mr. Gonzalez's arrival, you had just
19 asked me to repeat a question, so let me repeat
20 the question. If it makes sense to you, great,
21 you can answer it. If it doesn't, tell me and
22 I'll rephrase it. The question is this: Do you
23 know if State Street Partners has given Fifth
24 Third Bank any security apart from the mortgage

118
1 interest itself in the realty for its repayment
2 obligation on the mortgage loan?
4 Q. Do you know if there are any guarantors
5 of State Street Partners' repayment obligation on
6 the mortgage loan?
7 A. Yes.
8 Q. What or who are the guarantors?
9 A. Mr. Clark, Mr. Tipps, and State Street
10 Consultants.
11 Q. Any others?
13 Q. Do you know if there is a condition of
14 the mortgage that a certain percentage of the
15 space at 137 East State Street has to be leased?
16 A. I don't know, or not that I'm aware of
17 or remember.
18 Q. Do you know what the -- strike that.
19 Let's go back to the renegotiation of the terms of
20 the mortgage and just pin down a couple of things.
21 You told me that now the mortgage is
22 interest only, correct?
23 A. As far as I'm aware of.
24 Q. And then there is, what, a balloon

119
1 payment of principal on maturity date. Is that
2 correct?
3 A. I don't know what the terms are except
4 for I know -- I'm presuming that it's interest
5 only.
6 Q. Have you read the mortgage documents?
7 A. I may have, but I don't recall the
8 exact terms.
9 Q. Did you read the mortgage note?
10 A. I may have, but I don't remember the
11 exact terms.
12 Q. Do you know who signed the mortgage
13 note on behalf of State Street Partners?
14 A. Which mortgage note?
15 Q. Are there multiple mortgage notes at
16 this point?
17 A. We've talked about an original mortgage
18 note and a extended mortgage note.
19 Q. Fair enough. Let's talk about both of
20 those again.
21 The original mortgage note, do you know
22 who signed it on behalf of State Street Partners?
24 Q. The renegotiated mortgage note, if we

120
1 can call it that, do you know who signed that on
2 behalf of State Street Partners?
4 Q. Did you sign either of those notes on
5 behalf of State Street Partners?
6 A. No.
7 Q. Do you know who signed the guaranty
8 that State Street Consultants executed to assure
9 the repayment on the mortgage note?
11 Q. In the scheme of things at Thomas A.
12 Rankin & Associates, do you consider State Street
13 Consultants, State Street Partners, and NSC
14 Consulting Corp. as one client?
15 A. Yes.
16 Q. Do you consider Mr. Clark to be part of
17 that one client?
18 A. Yes.
19 Q. You told me earlier today, quite a bit
20 earlier today, that you've got more than 80
21 clients in Thomas A. Rankin & Associates, correct?
22 A. I do recall that.
23 Q. Is the one client consisting of State
24 Street Consultants, State Street Partners, NSC

121
1 Consulting Corp., and Mr. Clark your firm's
2 biggest client?
3 A. Yes.
5 A. Since 1999.
6 Q. Based upon fee revenues from clients,
7 how many times larger is the State Street
8 Consultants client than any other client of your
9 firm?
10 A. Can you ask that question again,
11 please? I want to make sure I answer it
12 correctly.
13 MR. CVETANOVICH: Sure. Sure.
14 MR. WEAVER: Could you also -- the term
15 using State Street Consultants, do you mean the
16 conglomerate that you spoke of earlier?
17 MR. CVETANOVICH: I do. It's a little
18 awkward, but --
19 MR. WEAVER: Do you want to call it the
20 group?
21 MR. CVETANOVICH: We can do that. Let
22 me propose that to the witness and see if he finds
23 that acceptable.
24 MR. WEAVER: I don't want to run your

122
1 depo. Just want to make sure we're clear.
2 MR. CVETANOVICH: We're all looking for
3 good communication.
4 Q. Mr. Weaver has just proposed that when
5 I am referring to State Street Consultants, State
6 Street Partners, NSC Consulting Group, excuse me,
7 Consulting Corp., and Mr. Clark, insofar as they
8 are treated by your company as one client, that I
9 call them the group. Is that okay with you, just
10 to facilitate communication?
11 A. Yes.
12 Q. Okay. Then that's what we'll do. Then
13 my question is, based upon fee revenues from
14 clients, how many times larger is the group than
15 any other client of your firm?
16 A. It varies.
17 Q. If you had to average it, on average is
18 it two times bigger, three times bigger, 20 times
19 bigger than your next largest client?
20 A. Several years it was smaller, or was
21 not my biggest client. And several years it was
22 my biggest client.
23 Q. But you've told me since 1999 it has
24 been your biggest client.

123
1 A. I need to fix that. I forgot about --
2 MR. WEAVER: Clarify what you meant.
3 Q. Please fix it.
4 A. I forgot about a client that I had had
5 for several -- many -- years, yes.
6 Q. We won't tell your long-time client
7 that you forgot about it.
8 A. Right. I apologize for that.
9 Q. Let's do it this way. For 2006, 2007,
10 2008, has the group been your firm's largest
11 client?
12 A. Yes.
13 Q. For that period of time, how much
14 bigger has the group been than your firm's next
15 largest client, again, based upon fee revenue?
16 A. Four times.
17 Q. Have you read the State Street
18 Consultants' operating agreement?
19 A. I have.
20 Q. Are you conversant with its terms?
21 A. No.
22 Q. Do you know who are the members of
24 A. Yes.
124
1 Q. Who are they?
2 A. Neil Clark, and that's how I prepare
3 the tax returns, based on Neil Clark being a
4 member.
5 Q. Being the sole member?
6 A. Yes.
7 Q. You don't believe that Mr. Tipps is
8 also a member?
9 A. I don't believe Mr. Tipps is a member.
10 Q. Why do you say that?
11 MR. WEAVER: Can we ask what time frame
12 we're talking about, please?
13 MR. CVETANOVICH: I'm talking
14 presently.
16 MR. CVETANOVICH: Yeah.
17 A. I prepared a 2006 tax return with a K-1
18 provided to Mr. Tipps showing zero capital, zero
19 earnings, and my definition of -- that, to me,
20 reflects that Mr. Tipps was not a member, and I
21 never heard anything to the contrary after that
22 K-1 was given to Mr. Tipps.
23 Q. Didn't that K-1 also reflect that he
24 did have a membership interest in the entity?

125
1 A. Yes.
2 Q. All right. Now, did you prepare K-1s
3 for State Street Consultants for 2007?
4 A. No.
5 Q. Did anyone do that?
6 A. No.
7 Q. It's too soon for 2008. Did you
8 prepare K-1s for State Street Consultants for
9 2005?
10 A. Yes.
11 Q. Was Mr. Tipps reflected as member on
12 the K-1s prepared for 2005?
13 A. Yes.
14 Q. The fact of the matter is Mr. Tipps has
15 been reflected as a member on the K-1s prepared
16 for State Street Consultants every year from the
17 very beginning of its existence, correct?
18 A. As far as I know, yes. I'm not sure I
19 prepared the tax return the first year, but I
20 don't recall if I did that return.
21 Q. Every year you have prepared the tax
22 return, the K-1s have reflected that Mr. Tipps is
23 a member, correct?
24 A. Yes.
126
1 Q. Did State Street Consultants file a tax
2 return, a federal tax return, for 2007?
3 A. No.
4 Q. Why not?
5 A. The Internal Revenue Code states a
6 single member LLC does not file a entity tax
7 return.
8 Q. What happens in lieu of that?
9 A. A schedule C is filed on the single
10 member, along with the single member's individual
11 income tax return, or the sole member.
12 Q. Is it the case that in handling the tax
13 return preparation and filing for State Street
14 Consultants and for Neil Clark for calendar year
15 2007, you treated Mr. Clark as the sole member of
16 SSC?
17 A. I did.
18 Q. For 2006, did you file an entity tax
19 return for SSC?
20 A. Yes.
21 Q. Why did you do it in '06 but not '07?
22 A. Because I determined that Mr. Tipps was
23 an member -- a member of State Street Consultants
24 for at least one minute of 2006.

127
1 Q. What did you base that on?
2 A. I based that on Mr. Tipps' retirement
3 agreement or asset purchase agreement and through
4 discussions with Neil Clark or Dan Rohletter.
5 Q. Who is Dan Rohletter?
6 A. Dan is an attorney with Carlile,
7 Patchen & Murphy.
8 Q. Why would you have a discussion with
9 Mr. Rohletter about this issue?
10 A. Mr. Rohletter took part in drafting the
11 documents I just referred to.
12 Q. Do you know who he represented in
13 connection with that exercise?
14 A. As far as I understand, State Street
15 Consultants.
16 Q. Do you know if Neil Clark has filed a
17 personal income tax return for calendar year 2006?
18 A. Yes.
19 Q. Did he file a personal income tax
20 return for calendar year 2007?
21 A. Yes.
22 Q. Did State Street Consultants have a
23 profit, have a loss, or break even for calendar
24 year 2007?
128
1 A. Profit.
2 Q. Was that profit reflected on Schedule C
3 of Mr. Clark's personal income tax return for
4 2007?
5 A. Yes.
6 Q. Did you personally prepare Mr. Clark's
7 income tax return for 2007?
8 A. As an employee of my company, yes.
9 Q. What's the significance of the way you
10 qualified your "yes" answer there? I just -- I
11 didn't track that very well.
12 A. I'm just -- wanted to make sure I have
13 an entity that's on the tax returns. When I sign
14 a tax return, I sign it on behalf of Thomas A.
15 Rankin & Company.
16 Q. So you're just trying to convey to me
17 that you weren't acting outside the business? Is
18 it that simple?
19 A. Yeah, it's pretty simple.
20 Q. All right.
21 A. I'm a simple guy.
22 Q. There's a camera there.
23 To your knowledge, has Mr. Clark been
24 the sole management authority in State Street

129
1 Consultants since Mr. Tipps' retirement?
2 A. To my knowledge, yes.
3 Q. Do you recall when Mr. Tipps retired
4 from active lobbying?
5 A. October 2005.
6 Q. Have you ever reviewed the partnership
7 agreement of State Street Partners, PLL?
8 A. Yes.
9 Q. For what purpose?
10 A. To review -- no specific purpose.
11 Q. Do you recall when you reviewed it?
12 A. Not exactly.
13 Q. How many times have you reviewed it?
14 A. Several, I'm sure.
15 Q. When was the most recent time?
16 A. Several months ago.
17 Q. What was the purpose for your most
18 recent review of the partnership agreement?
19 A. Just to try to become familiar with it.
20 Q. Did you undertake that in connection
21 with the performance of any particular specific
22 task for State Street Partners?
23 A. No.
24 Q. Did you undertake that review for the

130
1 purpose of putting yourself in a position to
2 better advise your client on particular matters?
3 A. Possibly.
4 Q. Do you have a recollection?
5 A. No.
6 Q. How many times have you reviewed the
7 operating agreement of State Street Consultants?
8 A. I don't know specifically.
9 Q. When's the most recent time you
10 reviewed that?
11 A. Within 60 days.
12 Q. What was the reason why you reviewed it
13 most recently?
14 A. To see if Paul was a -- Mr. Tipps was a
15 member.
16 Q. Did you look back at that issue within
17 the last 60 days?
18 A. Yes.
19 Q. Did anyone ask you to do that?
20 A. Yes.
21 Q. Who asked you to do that?
22 A. Mr. Clark.
23 Q. What specifically did he say to you?
24 A. "See if Mr. Tipps is a member."

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1 Q. Apart from reviewing the operating
2 agreement, did you do anything else?
3 A. Yes.
4 Q. What else?
5 A. Looked at other agreements.
6 Q. What other agreements?
7 A. Asset purchase agreement, and SERP,
8 Supplemental Employee Retirement Plan.
9 Q. Did you look at anything else?
11 Q. Did you reach a conclusion?
12 A. I reached my conclusion when I filed
13 the original tax return.
14 Q. When you went through this exercise
15 pursuant to Mr. Clark's request within the past 60
16 days, did you reach any new or different
17 conclusion?
18 A. I have not reached a different or new
19 conclusion.
20 Q. Did you come to the same conclusion as
21 before?
22 A. Yes.
23 Q. This time you came to the conclusion
24 based upon a review of all those contracts you

132
1 just named for us, correct?
2 A. No.
3 Q. Did reviewing those contracts or any of
4 those contracts lead to the conclusion that you
5 reached?
6 A. No.
7 Q. What then led you to conclude as
8 recently as 60 days ago that Mr. Tipps is not a
9 member of State Street Consultants?
10 A. I concluded that when I filed the 2006
11 tax return for State Street Consultants.
12 Q. But you did not reach any conclusions
13 as a consequence of reviewing all these documents?
14 A. I'm not an attorney, and my conclusion
15 hasn't changed.
16 Q. Do you know why Mr. Clark asked you to
17 take a look at that issue for him?
18 A. He asks me a lot.
19 Q. Do you know why he asked you to do that
20 particular thing for him?
21 A. To give him my thoughts, my opinion.
22 Q. When you completed the exercise, did
23 you share with him your thoughts or your opinion?
24 A. I'm sure I did.

133
1 Q. What did you tell him?
2 A. I didn't think Mr. Tipps was a member.
3 Q. Did you tell him why?
4 A. Yes.
5 Q. What did you tell him?
6 A. Advice of counsel that he had in 2006
7 reflected that.
8 Q. What counsel are you referring to?
9 A. Dan Rohletter.
10 Q. Are you familiar with the fact that
11 there was an amendment to the limited liability
12 partnership agreement of State Street Partners?
13 A. I don't recall seeing an amendment.
14 Q. Are you aware that the governing
15 documents of State Street Partners designate
16 Mr. Tipps as the managing partner of State Street
17 Partners?
18 A. I do recall seeing that.
19 Q. Do you know if Mr. Tipps has, in fact,
20 acted to manage the affairs of State Street
21 Partners since his retirement?
23 Q. Do you know if during 2008 Mr. Tipps
24 has had to reassert himself as the managing

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1 partner of State Street Partners?
2 A. Can you ask that again, please?
3 Q. Certainly.
4 A. Sorry.
5 Q. Do you know if during 2008 Mr. Tipps
6 has had to reassert himself as the managing
7 partner of State Street Partners?
8 A. Has he had to? I don't know if he has
9 had to reassert himself, but I'm under the
10 presumption that he has asserted himself.
11 Q. Do you know why?
12 A. I can't comment on why Mr. Tipps
13 asserted himself.
14 Q. Has Mr. Tipps asserting his prerogative
15 as managing partner of State Street Partners
16 affected you in any way in the performance of your
17 obligations to the group?
18 A. Not to this point.
19 Q. Has Mr. Tipps given you or tried to
20 give you any directives insofar as you have been
21 performing services for State Street Partners?
22 A. Can you ask that again? I'm sorry.
23 Q. Certainly. Has Mr. --
24 A. Time period? Is there a time period

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1 that --
2 Q. Yes. The time period is 2008.
3 A. Okay.
4 Q. Has Mr. Tipps during 2008 given you or
5 tried to give you any directives insofar as you
6 have been performing services for State Street
7 Partners?
8 A. Mr. Tipps, from what I know, knew I was
9 talking with Fifth Third in trying to facilitate a
10 refinance.
11 Q. Was Mr. Tipps part of that process?
12 A. Eventually Mr. Tipps took the process
13 over from what I understand.
14 Q. Did you and Mr. Clark have any
15 discussions about Mr. Tipps taking over that
16 process?
17 A. Not that I recall. Mr. Clark informed
18 me Mr. Tipps was taking over that process.
19 Q. Are you familiar with an entity known
20 as Public Policy Consultants, Incorporated?
21 A. I know of the entity.
22 Q. Is that one of your clients?
23 A. No.
24 Q. Has it ever been one of your clients?

136
1 A. No.
2 Q. What do you know or understand that
3 entity to be?
4 A. My understanding is an entity owned by
5 Mr. Tipps.
6 Q. You know, do you not, that a couple of
7 years back that entity transferred all of its
8 assets to State Street Consultants?
9 A. Yes.
10 Q. I think you alluded earlier to the
11 asset purchase agreement, did you not?
12 A. I did.
13 Q. And you said you've seen that document,
14 you reviewed that document?
15 A. I have seen it.
16 Q. Do you know anything else about Public
17 Policy Consultants?
18 A. I don't know anything else except it
19 was a lobbying business.
20 Q. Do you know if it's still in existence?
21 A. I don't know if Public Policy
22 Consultants is still in business or existence.
23 Q. You are familiar with NSC Consulting
24 Corp., correct?
137
1 A. Yes.
2 Q. What do you know that to be?
3 A. An entity owned by Mr. Clark.
4 Q. Do you know the nature of its business?
5 A. A lobbying business.
6 Q. Do you know if it is actively engaged
7 in the lobbying business?
8 A. Yes.
9 Q. For how long have you known NSC
10 Consulting Corp. to be actively engaged in the
11 lobbying business?
12 A. Since 1986.
13 Q. Do you know how many clients it
14 currently has?
15 A. Eight.
16 Q. Can you name them?
17 A. No.
18 Q. Can you name any of them?
19 A. Yes.
20 Q. Tell us the ones you can name.
21 A. Unisys, Washington State University,
22 The Limited, Ohio Nurses Association, Ohio Society
23 of CPAs, Ohio Soft Drink Association. That's all
24 I can remember right now.

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1 Q. That's good. That's six out of eight.
2 A. Yeah. If I can only hit well that in
3 the ball game. Go ahead.
4 Q. Has it had all of those entities as
5 clients throughout 2008?
6 A. I'll have to go back and think about
7 each one I listed. Yes.
8 Q. How about 2007?
9 A. Yes.
11 A. Yes.
12 Q. Did NSC Consulting Corp. have any other
13 clients during 2008?
14 A. Possibly.
15 Q. Don't know?
16 MR. GONZALEZ: I'm sorry. Objection.
17 He said they were eight and he named six.
18 Q. I understand that. I mean other than
19 the eight --
20 MR. GONZALES: Okay.
21 Q. -- did NSC Consulting Corp. have any
22 other clients during 2008?
24 Q. Did it have any other clients during

139
1 2007?
2 A. Yes.
3 Q. How many others?
4 A. I can only recall two.
5 Q. What are their names?
6 A. American Cancer Society and American
7 Heart Association.
8 Q. Did NSC Consulting Corp. have any other
9 clients during calendar year 2006?
10 A. I can't recall.
11 Q. How many employees does NSC Consulting
12 Corp. have on the payroll?
13 A. Zero.
14 Q. Was that true throughout 2008?
15 A. Yes.
17 A. Yes.
20 Q. Can you ever recall a time when NSC
21 Consulting Corp. had employees on its payroll?
22 A. Yes.
23 Q. How far back is that?
24 A. Can you rephrase that, please?

140
1 Q. Yes, sir. I asked can you ever recall
2 a time when NSC Consulting Corp. had employees on
3 its payroll. You said yes. And I asked you how
4 far back was that.
5 A. 1986.
6 Q. Can you recall any time since 1986 when
7 NSC Consulting Corp. has had employees?
8 A. Yes. And I need to change that to
9 1993, actually. I don't have --
10 Q. The 1986 to 1993?
11 A. Yes.
12 Q. Okay. I'm with you. Can you remember
13 any time more recently than 1993 when NSC
14 Consulting Corp. has had employees on its payroll?
15 A. Yes.
16 Q. When?
17 A. 2005. 2004. 2003. And back.
18 Q. Okay. So as best you recall, NSC
19 Consulting Corp. had employees on its payroll from
20 1993 through 2005, correct?
21 A. And possibly 2006.
22 Q. What individual do you believe might
23 have been an employee of NSC Consulting Corp. in
24 2006?
141
1 A. Lisa Rankin.
2 Q. Anyone else?
3 A. Possibly Neil Clark.
4 Q. Anyone else?
6 Q. Are there any books or records of NSC
7 Consulting Corp. that you could consult to
8 ascertain when it last had employees and who those
9 employees were?
10 A. Yes.
11 Q. What would you consult?
12 A. My QuickBooks.
13 Q. You've told me that NSC Consulting
14 Corp. had no employees in 2008, 2007, and
15 initially you said 2006, but then you said, well,
16 2006, maybe Lisa Rankin was still an employee,
17 maybe Neil Clark was an employee, you weren't
18 sure. So let's start with that frame of
19 reference.
20 If NSC Consulting Corp. has no
21 employees, how does it render lobbying services to
22 these eight and in some years eight-plus clients
23 that you've said that it has?
24 A. I don't know.
142
1 Q. Do you know who actually provides the
2 services that NSC Consulting Corp. as an entity
3 renders to its clients?
4 A. Yes.
5 Q. Who are those people?
6 A. Neil Clark, Andrew Minton, Aaron
7 Ockerman.
8 Q. Anyone else?
10 Q. Those people are all lobbyists for
11 State Street Consultants, correct?
13 Q. Are all eight of those clients of NSC
14 Consulting Corp. on retainers?
15 A. Yes.
16 Q. When the clients of NSC Consulting
17 Corp. make their retainer payments, to what entity
18 do the moneys go?
19 A. NSC Consulting Corp.
20 Q. Do the moneys then go into some account
21 of NSC Consulting Corp.?
22 A. I would presume.
23 Q. Do the moneys in some fashion or
24 another then flow from NSC Consulting Corp. over

143
1 to State Street Consultants?
2 A. Possibly.
3 Q. Do you know?
4 A. Yes.
5 Q. Do they or don't they?
6 A. Yes.
7 Q. Tell me how that happens. Let me ask a
8 different question, but we may have to come back
9 to this one.
10 Does NSC Consulting Corp. pay SSC,
11 meaning State Street Consultants, for the services
12 that State Street Consultants' lobbyists render to
13 NSC Consulting Corp.'s clients?
14 A. No. As far as I'm aware.
15 Q. Does State Street Consultants ever
16 receive compensation from anyone for the services
17 that its employees provide to NSC Consulting
18 Corp.'s clients?
19 A. Go back to the beginning. I lost you
20 for a second on that, please.
24 Corp.'s clients?
144
1 A. I don't know.
2 Q. Who would you expect to know that?
3 A. Mr. Clark.
4 Q. You are the accountant for both
5 entities, correct?
6 A. Yes.
7 Q. And you see the books and records for
8 both entities, correct?
9 A. Yes.
10 Q. Can you not tell from the financial
11 books and records of State Street Consultants and
12 NSC Consulting Corp. to which you have access
13 whether NSC Consulting Corp. is paying State
14 Street Consultants for the services that State
15 Street Consultants' employees render to NSC's
16 clients?
17 A. I thought I answered that two questions
18 ago.
19 Q. Well, I don't think so.
20 A. Okay.
21 Q. Can you not tell from looking at the
22 books and records?
23 A. Yes.
24 Q. Then does NSC Consulting Corp. pay

145
1 State Street Consultants for the services that
2 State Street Consultants' employees render to NSC
3 Consulting Corp.'s clients?
4 A. No. That's one I thought I answered a
5 couple times ago, regarding SSC employees.
9 Corp.'s clients?
11 Q. It is the case, is it not, that State
12 Street Consultants' employees are paid by State
14 A. Yes.
15 Q. Does NSC Consulting Corp., to your
16 knowledge, make any payments whatsoever to State
18 A. Define "payments".
19 Q. Remittances of moneys for goods or
20 services rendered.
21 A. No.
22 Q. Is there any other way you would define
23 payments?
24 A. I might not define payments any

146
1 differently, but you might. A loan, someone might
2 say payment. I have -- so I just wanted to make
3 sure that your payment and my payment were the
4 same.
5 Q. Are they, based on the definition I've
6 given you?
7 A. It sounds like it.
8 Q. All right.
9 To your knowledge, do any contracts
10 exist between State Street Consultants and NSC
13 Q. To your knowledge, does NSC Consulting
14 Corp. ever pay on behalf of State Street
15 Consultants any of State Street Consultants'
16 payment obligations?
17 A. One more time. I'm sorry.
18 Q. That's all right. To your knowledge,
19 does NSC Consulting Corp. ever pay on behalf of
20 State Street Consultants any of State Street
21 Consultants' payment obligations?
23 MR. WEAVER: Dan, are you including
24 salary as part of your question when you say

147
1 payment obligations?
2 MR. CVETANOVICH: I didn't mean to
3 exclude anything.
4 MR. WEAVER: Okay.
5 Q. Which member or members of the group --
6 A. Sorry.
7 Q. That's all right.
8 A. Bad -- bad taste.
9 Q. All right. Which member or members of
10 the group as we defined that earlier pay the fees
11 of your firm?
12 A. NSC Consulting Corp.
13 Q. Is the amount that you are paid then
14 allocated among the entities and persons for whom
15 your company provides services pursuant to the
16 retainer?
17 A. I treat them, and have, as one group.
18 Q. You've done that for how long?
19 A. The group as a whole since 2006.
20 Q. Does Neil Clark receive compensation in
21 any form from State Street Consultants?
22 A. No. You need to define "compensation".
23 Q. Money. Does he receive money --
24 A. Yes.
148
1 Q. -- in any form from State Street
2 Consultants?
3 A. Yes.
4 Q. In what form?
5 A. Distribution.
6 Q. Anything else?
7 A. No.
8 Q. Does Mr. Clark receive compensation or
9 money in any form from NSC Consulting Corp.?
10 A. Yes.
11 Q. In what form does he receive
12 compensation from NSC Consulting Corp.?
13 A. He receives money through distribution.
14 Q. So is it the case, Mr. Rankin, that
15 from neither of those two entities does Mr. Clark
16 receive a salary?
17 A. A salary in the term that you and I or
18 that -- the term "salary," no salary.
19 Q. Does he receive compensation based upon
20 hourly wages?
21 A. No.
22 Q. Does he receive any bonus payments?
23 A. No.
24 Q. Does he receive any retainer payments?

149
1 A. No.
2 Q. Does he receive expense reimbursement
3 from either of those two entities?
5 Q. Do either of those two entities provide
6 Mr. Clark any in-kind compensation or
7 remuneration?
8 A. Yes.
9 Q. What types of in-kind compensation or
10 remuneration does Mr. Clark receive from either
11 State Street Consultants or NSC Consulting Group?
12 A. Disability insurance coverage, life
13 insurance premiums; expenses that are not
14 deductible for business purposes is treated as
15 remuneration.
18 Q. Which entity pays the premiums on
19 Mr. Clark's disability insurance?
20 A. NSC Consulting Corporation.
21 Q. Do you know what those amount to per
22 month or per quarter?
23 A. 900 a month, maybe.
24 Q. Which entity pays Mr. Clark's life

150
1 insurance premiums?
2 A. State Street Consultants has paid life
3 insurance premiums and NSC Consulting has paid
4 life insurance premiums.
5 Q. On the same policy?
6 A. Possibly.
7 Q. How many policies of life insurance
8 exist on Mr. Clark's life, the premiums of which
9 are paid by one or both of these entities?
10 A. Some of the premiums may be paid by one
11 or both. Four policies, possibly.
12 Q. Is it the case that one entity pays for
13 the premiums on a certain policy and the other
14 entity pays for the premiums on a different
15 policy?
16 A. I've never looked at that specifically.
17 I don't keep track of which premiums are paid on
18 which policy.
19 Q. Do you know who are the owners of the
20 policies?
21 A. My recollection is that Neil Clark is
22 the owner of some policy -- several policies.
23 Q. All four?
24 A. And Paul Tipps is an owner of a policy

151
1 also.
2 Q. Does that account for the four?
3 A. Kathy Clark is an owner of a policy.
4 Q. How many have we accounted for now?
5 A. Five, possibly.
6 Q. Okay. You believe Paul Tipps is the
7 owner of one policy on the life of Neil Clark?
8 A. Yes.
9 Q. You believe Kathy Clark is the owner of
10 one policy on the life of Neil Clark?
11 A. Correct.
12 Q. And you believe that Mr. Clark himself
13 is the owner of the other several policies on his
14 life?
15 A. Correct.
16 Q. And the premiums of all of those
17 policies are paid by one or another of these two
18 entities?
19 A. I don't recall who pays the premium on
20 Kathy Clark's policy.
21 Q. Do you recall which entity paid the
22 premium on the policy that Mr. Tipps owned?
23 A. State Street Consultants.
24 Q. Do you know if that policy is current?

152
1 A. I don't.
2 Q. Do you know if at a point State Street
3 Consultants ceased to pay the premiums on that
4 policy?
5 A. I heard that.
6 Q. From whom did you hear that?
7 A. Neil Clark.
8 Q. When did he tell you that?
9 A. November.
10 Q. Did he tell you who determined to have
11 State Street Consultants cease paying the premiums
12 on that insurance policy?
13 A. I don't recall who determined that.
14 THE VIDEOGRAPHER: Mr. Cvetanovich,
15 you've got about four minutes left.
16 MR. CVETANOVICH: Thank you, Jeremy.
17 Q. Do you know that pursuant to one of
18 those agreements that you told us earlier you had
19 reviewed Mr. Clark has an obligation to pay the
20 premiums on that policy on his life for the
21 benefit of Mr. Tipps?
22 A. You have to rephrase that for me. I'm
23 sorry.
24 Q. Certainly. Do you know that pursuant

153
1 to one of those agreements that you told us
2 earlier you had reviewed Mr. Clark has an
3 obligation to pay the premiums on that policy on
4 his life for the benefit of Mr. Tipps?
5 A. I'm not aware of that part of
6 agreement.
7 Q. Do you know why State Street
8 Consultants had been paying the premiums on that
9 policy up until this point in November or
10 thereabouts when Mr. Clark told you State Street
11 Consultants would no longer pay those premiums?
12 A. No.
14 continues to pay the premiums on others of the
15 policies on the life of Mr. Clark?
16 A. I don't know if there has been an
17 insurance premium payment since November. You
18 were referring back to the November date.
19 Q. So the answer is you don't know?
20 A. I don't know. If you were referring
21 back to the November date.
22 Q. You've told me that Mr. Clark had
23 disability insurance premiums and life insurance
24 premiums paid by one or another of these entities.

154
1 Did he also have health insurance premiums paid
2 for him by one or the other of State Street
3 Consultants and NSC Consulting Corp.?
4 A. Yes.
5 Q. Which of the entities paid his health
6 insurance premiums?
7 A. State Street Consultants.
10 Q. Does that continue to be the case?
11 A. Yes.
12 Q. Are there any other items of in-kind
13 compensation or remuneration that Mr. Clark
14 receives either from State Street Consultants or
15 from NSC Consulting Corp.?
16 A. Not -- nonbusiness expenses,
17 potentially.
18 Q. Tell me what nonbusiness expenses are
19 paid for Mr. Clark by either State Street
20 Consultants or NSC Consulting Corp.
21 A. I don't know specifically what the
22 expenses are, but --
23 Q. Do you know any of them?
24 A. Personal use of meals at New Albany
155
1 Country Club. I can recall that. Or -- I can
2 recall that one specifically.
3 Q. Any others?
4 A. I can't remember others.
5 THE VIDEOGRAPHER: We're going to have
6 to change.
7 MR. CVETANOVICH: Go ahead, Jeremy.
9 record at 1507.
12 record at 1514.
13 Q. Mr. Rankin, to your knowledge, does
14 State Street Consultants have a 401(k) plan for
15 its employees?
16 A. Yes.
17 Q. Is it the case that State Street
18 Consultants' employees can determine for
19 themselves whether they will be participants in
20 the plan?
21 A. That's what I understand.
22 Q. And do they get to determine within
23 limits set by the plan how much they will have
24 withheld from their paychecks to contribute to the

156
1 plan?
2 A. Yes.
3 Q. Does State Street Consultants, in fact,
4 withhold 401(k) contributions from the paychecks
5 of those employees who choose to participate in
6 the plan?
7 A. That's my understanding.
8 Q. And when State Street Consultants
9 withholds 401(k) contributions from employee
10 paychecks, what does it then do with the money?
11 A. Remit to the 401(k) administrator or
12 fund holder, whatever you want to call it.
13 Q. Custodian, can we use that term?
14 A. Good term.
15 Q. All right. Is there a time limit
16 within which those withheld 401(k) contributions
17 have to be remitted to the custodian?
18 A. I'm sure there is.
19 Q. Do you know what it is?
20 A. I don't exactly.
21 Q. Do you know approximately?
22 A. Guess?
23 Q. If you know or as much as you know.
24 A. My guess is it's 30 days after the --

157
1 the payroll date, or 30 days after the month ended
2 that the payroll occurred.
3 Q. Whichever way that is, when moneys are
4 withheld from employee paychecks to go into their
5 401(k) accounts, State Street Consultants doesn't
6 get to hang on to that money indefinitely,
7 correct?
8 A. Correct.
9 Q. And it doesn't get to use that money.
10 That's the employees' money, correct?
11 A. It's the custodian's money.
12 Q. All right. The custodian holding that
13 money for the benefit of the plan participants,
14 correct?
15 A. Yes.
16 Q. To your knowledge, have there been
17 instances when State Street Consultants has been
18 delinquent in remitting the employee withholdings
19 to the 401(k) plan custodian?
20 A. I don't know.
21 Q. Are there documents to which you could
22 refer that would tell you the answer to that
23 question?
24 A. Yes.
158
1 Q. What documents?
2 A. I would need to review the law, so I
3 would need the Internal Revenue Code. I would
4 need the specific payroll dates, and I would need
5 the amounts withheld on those specific dates to
6 properly determine if State Street Consultants was
7 indeed late.
8 Q. Do you know whether in instances where
9 State Street Consultants would be late in
10 remitting withheld 401(k) contributions it would
11 get some kind of a reminder from the 401(k)
12 service company used by State Street Consultants?
13 A. I don't know if that occurs.
14 Q. What is the process for remittance of
15 moneys withheld from employee paychecks to be
16 contributed to the 401(k) plan?
17 A. Ms. Harrison takes care of that process
18 for State Street Consultants.
19 Q. Do you have any role in that process
20 whatsoever?
21 A. No.
22 Q. Do you determine when remittances are
23 due to the 401(k) plan custodian?
24 A. No.
159
1 Q. Have you been a party to any
2 discussions with employees of State Street
3 Consultants regarding its periodic delinquency in
4 remitting the funds withheld from employee
5 paychecks for 401(k) contributions?
6 A. I have to put the word "perceived" in
7 there because I don't know if they're delinquent
8 payments or not.
9 Q. But you've been a party to such
10 discussions?
11 A. Yes.
12 Q. With whom?
13 A. Aaron Ockerman, Andrew Minton.
14 Q. Anyone else?
16 Q. Did you speak with the two of those
17 gentlemen together or one at a time?
19 Q. What conversation did you have with
20 Mr. Minton about that?
21 A. Mr. Minton thought or perceived his
22 401(k) contribution was not paid timely.
23 Q. What did you say to him in response?
24 A. Check with Mr. Clark.

160
1 Q. Did you have any further discussion
2 with Mr. Minton about that?
4 Q. What discussion did you have with
5 Mr. Ockerman about a perceived delinquency in
6 State Street Consultants remitting his withheld
7 401(k) contributions to the custodian?
8 A. Same as Mr. Minton's.
9 Q. Did you give the same --
10 A. In that context.
11 Q. Excuse me. Did you give the same
12 response to Mr. Ockerman?
13 A. Yes.
14 Q. Did you have any further discussions
15 with him about that?
17 Q. Do you know of any other employees of
18 State Street Consultants who had the perception
19 that their withheld 401(k) moneys were not being
20 paid into the plan on a timely basis?
21 A. I'm not sure if anyone else had that
22 perception. I don't know if anyone else had that
23 perception.
24 Q. Are you familiar with an entity known

161
1 as Paychex?
2 A. Yes.
3 Q. What is Paychex?
4 A. A payroll service company.
5 Q. Is that a payroll service company that
6 State Street Consultants uses?
7 A. I think so. There's another interest
8 called Paycor, and I often -- I have some clients
9 with Paycor also, so --
10 Q. Do you know that State Street
11 Consultants uses the services of one or the other
12 of those two entities?
13 A. Yes.
14 Q. You're just not sure which is the
15 proper name; is that correct?
16 A. There's a "pay" in front.
17 Q. But you know it's one of the two?
18 A. Yes.
19 Q. Are you aware that at a point in time
20 State Street Consultants utilized a service
21 offered by that payroll services company called
22 Taxpay?
23 A. Yes.

162
1 continues to use that service offered by this
2 payroll services company?
3 A. No.
4 Q. No, it does not?
5 A. It does not use Taxpay.
6 Q. Would you explain to us, please, what
7 the Taxpay service is.
8 A. Paycor or -chex withdraws the funds
9 from an employer account and places the funds in
10 escrow until taxes, those withholdings, are due to
11 particular agencies.
12 Q. And then does the payroll services
13 company make the remittances to the taxing
14 authorities?
15 A. Yes.
16 Q. Do you recall when State Street
17 Consultants stopped using that service of its
18 payroll services company?
19 A. December of 2006.
20 Q. Do you know who made the decision that
21 State Street Consultants would cease to use that
22 service?
23 A. Mr. Clark.
24 Q. Did you make a recommendation to

163
1 Mr. Clark in respect of whether State Street
2 Consultants should continue to use that service?
3 A. Not a recommendation.
4 Q. Did you consult with him about that
5 decision?
6 A. Yes.
7 Q. Tell me what discussions you had with
8 Mr. Clark about that.
9 A. Mr. Clark was informed that he can
10 pay -- he can pay payroll taxes not using the
11 Taxpay service.
12 Q. Informed by whom?
13 A. Informed by me.
14 Q. Is it your understanding that when so
15 informed by you that was the first time that
16 Mr. Clark had become aware of that?
17 A. No.
18 Q. Is it something that he had known
19 before you and he discussed it?
20 A. Yes.
21 Q. What discussion did you and he then
22 have about whether that was a desirable service
23 for State Street Consultants to utilize?
24 A. Can you repeat the question, please?
164
1 Q. Certainly. I'm just trying to
2 understand how this decision came about to stop
3 using the Taxpay service offered by the payroll
4 services company.
5 A. Sure.
6 Q. What discussion did you and Mr. Clark
7 have about pros and cons that culminated in him
8 making the decision to discontinue the service?
9 A. A pro is --
10 Q. I understand -- excuse me. I apologize
11 for interrupting, but I want to know what you and
12 he discussed, not what occurs to you today, but
13 what did you and he discuss?
14 A. A pro is the withholdings are placed in
15 escrow and payments are made for you. A con is
16 those funds are removed from your account up to
17 seven days in advance of when they are due.
18 Q. Did you and Mr. Clark discuss anything
19 else?
20 A. My advice is to -- or was to continue
21 to pay payroll taxes using either method.
22 Q. I need to be sure I understand that.
23 Are you saying that your advice to Mr. Clark was
24 either is fine?
165
1 A. Either is totally acceptable, to use a
2 tax pay service or not.
3 Q. Did you recommend one over the other?
4 A. I may have told Mr. Clark there is a
5 different payroll service fee structure, but that
6 may be minimal.
7 Q. Now, do you remember telling him that,
8 because you just said, I may have told him that.
9 Do you remember telling him that?
10 A. Yes.
11 Q. And after telling him that, did you
12 ground a recommendation, in part, on that
13 difference?
14 A. No.
15 Q. What ultimately did you recommend to
16 Mr. Clark or advise Mr. Clark that State Street
17 Consultants ought to do?
18 A. Pay their taxes.
19 Q. Of course you would advise that, but
20 did you recommend that he continue to do it
21 through the use of the Paychex Taxpay service or
22 Paycor Taxpay service, whichever that is, or did
23 you instead recommend that State Street
24 Consultants do that for itself?

166
1 A. I don't recall my recommendation of
2 both acceptable ways to pay your tax.
3 Q. What Mr. Clark ultimately did was to
4 discontinue using the Taxpay service, correct?
5 A. Yes.
6 Q. It's true, is it not, that he
7 determined to discontinue the use of that service
8 so that State Street Consultants could hang on to
9 the employees' money a little longer, correct?
10 A. So that State Street Consultants could
11 remit the funds closer to the due date.
12 Q. Later?
13 A. Yes.
14 Q. Okay. And that's the same thing as
15 hanging on to the money a little longer, right?
16 A. Hanging on is a relative term.
17 Holding, maybe.
18 Q. And using, correct?
19 A. I don't know if he specifically used
20 that for --
21 Q. Did you and Mr. Clark talk about the
22 ability of State Street Consultants if it would
23 hang on to that money longer being able to use
24 that money?
167
1 A. Mr. Clark was concerned possibly that
2 the money would not be there to take out in the
3 first place.
4 Q. Why would that be if the money is
5 withheld from employee paychecks?
6 A. There may not have been enough money to
7 cover payroll.
8 Q. So is it the case that Mr. Clark saw
9 discontinuing use of the Taxpay service as a way
10 to defer the point in time when State Street
11 Consultants had to be able to cover its payroll?
12 A. Possibly.
13 Q. Did he discuss that with you?
14 A. Yes.
15 Q. Did he say that to you?
16 A. I don't recall specifically him saying
17 that.
18 Q. But did you understand that that was
19 something he felt would be desirable about
20 discontinuing use of the Taxpay service?
21 A. Yes.
22 Q. Are you aware of any person who has
23 ever received a paycheck from State Street
24 Consultants but who was not at that time an

168
1 employee of State Street Consultants?
2 A. I would presume anybody who got a
3 paycheck was an employee.
4 Q. Does that mean you don't know?
5 A. Everybody would have been an employee.
6 Q. Let me ask a little bit different
7 question. Are you aware of any persons who were
8 reflected as employees on the payroll records of
9 State Street Consultants and who, in fact,
10 received paychecks from State Street Consultants
11 but who did not provide services to State Street
12 Consultants or its clients?
13 A. I don't know, nor do I keep track of,
14 all of State Street Consultants' employees.
15 Q. That's certainly fair enough, but that
16 notwithstanding, do you know of any instance when
17 someone was reflected as a payroll[sic] on the
18 payroll records, received a paycheck, but was not
19 then currently providing services to State Street
20 Consultants or its clients?
21 A. To the best of my knowledge, no.
22 Q. Do you know whether -- well, let me
23 start my question over.
24 Do you know a person named Brittany

169
1 Clark?
2 A. Yes.
3 Q. Who do you understand Brittany Clark to
4 be?
5 A. Neil Clark's daughter.
6 Q. Do you know whether Brittany Clark has
7 ever been an employee of State Street Consultants?
8 A. Yes.
9 Q. Do you know during what periods of time
10 she's been an employee of State Street
11 Consultants?
12 A. 2008.
13 Q. Any other periods of time?
15 Q. During what portions of 2008 has
16 Brittany Clark been an employee of State Street
17 Consultants?
18 A. Six months, maybe.
19 Q. Which part of the year?
20 A. Latter.
21 Q. Do you know what her position is with
23 A. No.
24 Q. Do you know what her job duties are for

170
2 A. No.
3 Q. Is she someone who over the course of
4 the past six months you would see regularly at the
5 offices of State Street Consultants?
6 A. No.
7 Q. You do know that she's a full-time
8 college student, correct?
9 A. Yes.
10 Q. And you do know that she's attending
11 college in Boston, correct?
12 A. Yes.
13 Q. Do you know whether during the period
14 of time when she's been away at college in Boston
15 Brittany Clark has been carried as an employee on
16 the payroll records of State Street Consultants
17 and receiving paychecks from State Street
18 Consultants?
19 A. I almost forgot the question. But
20 during her time in -- can you repeat that? I'm
21 sorry.
22 Q. Do you know whether during the period
23 of time when she's been away at college in Boston,
24 Brittany Clark has been carried as an employee on

171
1 the payroll records of State Street Consultants
2 and receiving paychecks from State Street
3 Consultants?
4 A. Yes.
5 Q. Do you know why that is?
6 A. No.
7 Q. Do you know who made the determination
8 to pay Brittany Clark as an employee,
9 notwithstanding that she was away at college?
10 A. Mr. Clark.
11 Q. Do you know if anyone else participated
12 in that decision?
14 Q. Have you had a discussion with anyone
15 about that?
17 Q. Never talked with Mr. Clark about that?
18 A. He did inform me he was employing
19 Brittany.
20 Q. Did he inform you that he was going to
21 continue to pay her after she went away to
22 college?
23 A. I don't recall if he informed me of
24 that or not.
172
1 Q. Have you talked with anyone else about
2 that?
4 Q. Did you express any concerns or
5 reservations about that state of affairs to
6 Mr. Clark?
7 A. No.
8 Q. Have you expressed any concerns or
9 reservations about that state of affairs to anyone
10 else?
11 A. No.
12 Q. Are you concerned about that?
13 A. I am not concerned to the extent
14 Ms. Clark is performing services.
15 Q. Do you have knowledge that she is
16 performing services for State Street Consultants
17 while she's away at college in Boston?
18 A. I don't have knowledge of that.
19 Q. Have you inquired about that?
20 A. No.
21 Q. Has anyone represented to you that
22 Brittany Clark is providing services to State
23 Street Consultants while she is away in Boston
24 going to college?
173
1 A. No.
2 Q. If Ms. Clark is not, in fact,
3 performing services for State Street Consultants
4 but is receiving a paycheck from them, would that
5 give you concern?
6 A. Possibly.
7 Q. Why possibly?
8 A. Yes.
9 Q. That would trouble you, would it not?
10 A. I don't -- yeah.
11 Q. You know that wouldn't be right, true?
12 A. Right. Yes.
13 Q. And if you knew that were going on,
14 wouldn't you have a discussion with Mr. Clark
15 about that?
16 A. Yes.
17 Q. And would you counsel him that he
18 shouldn't be doing that?
19 A. Yes.
20 Q. Do you know of anyone else who has been
21 carried as a payroll on the payroll records --
22 excuse me. Let me start over. I misspoke.
23 Do you know anyone else who has been
24 carried as an employee on the payroll records of

174
1 State Street Consultants and who has received
2 paychecks from State Street Consultants where
3 there is some question about whether they're
4 providing services to State Street Consultants or
5 its clients?
6 A. Yes.
7 Q. What other employees or nominal
8 employees?
9 A. Sam Moore, Colleen Lora. I think
10 that's all.
11 Q. Colleen Lora is Mr. Clark's girlfriend,
12 correct?
13 A. Woman friend.
14 Q. All right. I've never met Ms. --
15 A. She's of age.
16 Q. Okay. I won't ask you of age for what.
17 How old a woman is she?
18 A. I'm sorry?
19 Q. How old a woman is she?
20 A. I don't know.
21 Q. How long, to your knowledge, have she
22 and Mr. Clark been seeing each other?
23 A. Two years, possibly.
24 Q. And they're living together, correct?

175
1 A. That's my understanding.
2 Q. Do you know how long they've been
3 living together?
4 A. I don't.
5 Q. She was formerly an employee there,
6 right?
7 MR. GONZALEZ: Objection.
9 A. I think she still is.
10 Q. Once upon a time, she was, in fact,
11 regularly providing services to State Street
12 Consultants and its clients, correct?
13 A. She was doing that at that time.
14 Q. Okay. But that period ended some time
15 ago, right?
16 A. I don't know.
17 Q. Well, from where you sit, it is no
18 longer apparent that she is regularly performing
19 services for State Street Consultants or its
20 employees, correct?
21 A. I don't see her in the office much.
22 Q. But you know she's still getting a
23 paycheck, right?
24 A. Yes.
176
1 Q. Does that concern you or trouble you?
2 A. If she's not performing services, that
3 would be.
4 Q. Have you talked with Mr. Clark about
5 that?
6 A. Yes.
7 Q. What did you say to him about that?
8 A. That employees need to provide
9 services.
10 Q. When did you have that conversation?
12 Q. Was it within the past six months?
13 A. Possibly.
14 Q. Probably?
15 A. Maybe.
16 Q. Do you have any way of pinning down how
17 recently you had that discussion with Mr. Clark?
18 A. I really don't remember exactly when
19 that conversation was.
20 Q. Can you tell me the approximate time
21 frame when you stopped seeing Ms. Lora in the
22 office regularly?
23 A. I don't remember specifically when I
24 stopped seeing her in the office.

177
1 Q. It's been quite some time now, has it
2 not?
3 A. Possibly, yes.
4 Q. Okay. Now, when you took that subject
5 up with Mr. Clark and said, you know, if she's not
6 working here, she shouldn't be getting a paycheck,
7 how did he react to that?
8 A. I'm sure he took it under advisement.
9 Q. Did he say anything in response?
11 Q. Did he say he would get back to you?
12 A. No.
13 Q. Did he tell you to butt out and mind
14 your own business?
16 Q. Did he seem to appreciate you bringing
17 the topic up with him?
18 A. Yes.
19 Q. Now, you've said that he took it under
20 advisement. What was it that he said or did that
21 communicated to you that he took it under
22 advisement?
23 A. "I'll take that under advisement."
24 Q. That's what he said?

178
1 A. Yes.
2 Q. Okay. Did he tell you that he would
3 get back to you after he had considered it
4 further?
5 A. No.
6 Q. He hasn't gotten back to you, right?
7 A. No.
8 Q. I threw a couple words in there that
9 confused the question. It is true, is it not,
10 that he hasn't gotten back to you?
11 A. Yes.
12 Q. And she's still on the payroll,
13 correct?
15 Q. Have you gone back to Mr. Clark and
16 said, Mr. Clark, or, Neil, you took this under
17 advisement, have you reached a conclusion yet?
18 A. No.
19 Q. Have you talked with anyone else about
20 that state of affairs?
21 A. I don't think so.
22 MR. WEAVER: Objection. Can we make
23 sure that the questions about who he talked to
24 does not include either his spouse or his

179
1 attorney, nonprivileged conversations?
2 MR. CVETANOVICH: I will do that.
4 MR. CVETANOVICH: Yes. I'll work
5 around that, Mark.
6 Q. Do you know whether Mr. Clark engages
7 in any lobbying services outside of State Street
8 Consultants or NSC Consulting Corp.?
10 Q. Do you know whether Mr. Clark has
11 created a new entity through which he is doing or
12 plans to do lobbying work?
14 Q. Has he told you that he has a plan of
15 doing that?
16 A. A plan of doing -- can you repeat that?
17 Q. Yes. A plan of conducting lobbying
18 activities other than through an entity other than
19 State Street Consultants and NSC Consulting Corp.?
20 A. Possibly.
21 Q. When did he tell you that?
22 A. Within the past 30 days.
23 Q. Did he tell you when he hoped that new
24 entity would be operational?

180
1 A. When the new entity would be
2 operational, not that I recall.
3 Q. Did he tell you when he hoped to start
4 doing business through the new entity?
5 A. No.
6 Q. Did he tell you whether he planned to
7 take or try to take clients of State Street
8 Consultants over to his new entity?
9 A. No.
10 Q. Did he tell you that he planned to take
11 or to try to take clients of NSC Consulting Corp.
12 over to the new entity?
13 A. No.
14 Q. Mr. Clark tell you that he planned to
15 invite employees of State Street Consultants to
16 join him in the new entity?
17 A. Can you repeat that?
18 Q. Certainly.
19 A. Okay. Thank you.
20 Q. Did Mr. Clark tell you that he planned
21 to invite employees of State Street Consultants to
22 join him in the new entity?
23 A. Yes.
24 Q. Did he tell you which employees?

181
1 A. Yes.
2 Q. Which ones?
3 A. Aaron Ockerman, Andrew Minton, John
4 Singleton, and I think that's all.
5 Q. Did he tell you when he planned to
6 extend that invitation to them?
7 A. No.
8 Q. To your knowledge, has he done so yet?
9 A. Yes.
10 Q. Has he invited each of them to leave
11 State Street Consultants and join his new entity?
12 A. A new entity.
13 Q. Has he invited all of them to leave and
14 join a new entity?
15 A. I don't recall. No.
16 Q. Which ones has he invited to leave
17 State Street Consultants and join a new entity?
18 A. Aaron Ockerman, Andrew Minton, John
19 Singleton.
20 Q. Can you think of any others?
21 A. No.
22 Q. Do you know if Aaron Ockerman has yet
23 responded to Mr. Clark's invitation to join a new
24 entity?
182
2 Q. Do you know if Andrew Minton has yet
4 entity?
6 Q. Do you know if John Singleton has yet
8 entity?
10 Q. Do you know if Mr. Clark has invited
11 anyone other than those three persons to join him
12 in a new entity that will provide lobbying
13 services?
14 A. Lisa Rankin. Jane Harrison. Elizabeth
15 Jones. That's all I remember.
16 Q. Do you know if any of those persons
17 have yet given Mr. Clark a response to his
18 invitation to join a new entity?
19 MR. WEAVER: Objection. I want to
20 instruct the witness to not provide any answers
21 that are gained from conversations within the
22 spousal privilege.
23 MR. CVETANOVICH: Fair enough.

183
1 You may answer as long as you're not
2 discussing any information you gained within
3 conversations between you and your spouse.
4 A. What was the question again?
5 Q. The question is: Do you know if any of
6 those persons have yet given Mr. Clark a response
7 to his invitation to join a new entity? And those
8 persons, this may help you, were Lisa Rankin, Jane
9 Harrison, Elizabeth Jones.
10 MR. CVETANOVICH: I have an
11 untranslatable here. Is that all of them?
12 MR. WEAVER: May I make a suggestion?
13 MR. CVETANOVICH: You may, but then we
14 have to read his question over again, you realize.
15 MR. WEAVER: If you could ask the
16 question first with Lisa, and then ask the
17 question again without Lisa?
19 MR. WEAVER: That allows him to pay
20 attention to the spousal privilege for the one.
22 MR. WEAVER: And not necessarily pay
23 attention to the spousal privilege --
24 MR. CVETANOVICH: I'm happy to do it

184
1 that way.
2 Q. If you know whether Lisa Rankin has yet
3 responded to Mr. Clark's invitation from any
4 informational source other than having heard it
5 from Lisa herself, tell me.
6 A. No.
7 Q. All right. Now, let's set Lisa to one
8 side and stick with the other persons on the list.
9 Now I've got to find the list again. Jane
10 Harrison and Elizabeth Jones. Do you know if
11 either of those persons has yet responded to
12 Mr. Clark's invitation to join them in a new
13 lobbying entity?
14 A. No.
15 Q. Do you know whether Mr. Clark has a
16 target date for these folks to join him in a new
17 entity?
18 A. I don't know if there's a target date.
19 Q. Has Mr. Clark invited your company,
20 Thomas A. Rankin & Associates, to provide
21 accounting services to the new entity that he's
22 creating?
23 A. He's -- no one has approached me about
24 doing accounting services.

185
1 Q. From your conversation with Mr. Clark,
2 did you take it as implicit that he wants you to
3 continue to be the accountant for his company?
4 A. For a company, yes.
5 Q. I take it you would be happy to do
6 that?
7 A. Another client?
8 Q. Yes.
9 A. Yes.
10 Q. Do you know how much Mr. Clark has
11 received in distributions from State Street
12 Consultants in 2008?
14 Q. Do you have a range in your mind?
15 A. Yes.
16 Q. What's the range?
17 A. 500 to -- well, let me take that back.
18 400 to 600,000.
19 Q. And how much did he receive in
20 distributions from State Street Consultants in
21 2007?
23 Q. Do you have a range?
24 A. 500 to 700,000.
186
2 A. 600 to 800,000.
3 Q. Now let's switch over from State Street
4 Consultants to NSC Consulting Corp.
5 A. Uh-huh.
6 Q. Do you know how much Mr. Clark has
7 received in distributions from NSC Consulting
8 Corp. in 2008?
9 A. Not exactly.
11 A. 250 to 350,000.
12 Q. Do you know how much Mr. Clark received
13 in distributions from NSC Consulting Corp. in
14 2007?
15 A. 300 to 400,000.
16 Q. Can you tell us how much Mr. Clark
17 received in distributions from NSC Consulting
18 Corp. in 2006?
19 A. Not exactly.
21 A. 350 to 400,000.
22 Q. In the past three years, has any
23 portion of NSC's -- let me say NSC Consulting
24 Corp.'s revenues been paid to State Street

187
1 Consultants?
3 Q. During the past three years, have any
4 portion of NSC Consulting Corp.'s revenues been
5 paid to Paul Tipps?
8 gave State Street Partners notice of termination
9 of the lease on the 137 East State Street
10 premises?
11 A. I heard that they did.
12 Q. From whom did you hear that?
13 A. Neil Clark.
14 Q. When did you hear that from Mr. Clark?
15 A. December 1st.
16 Q. Did you ever see the notice?
18 Q. Did Mr. Clark ever discuss with you why
19 State Street Consultants would be moving its
20 offices from 137 East State Street?
21 A. Yes.
22 Q. What did he tell you?
23 A. The cost of the offices, the office, at
24 137 East State Street was too high.

188
1 Q. So he went to find cheaper space; is
2 that your understanding?
3 A. Yes.
4 Q. Do you know of anything that Mr. Clark
5 or anyone else has done on behalf of State Street
6 Partners to find replacement tenants for 137 East
7 State Street?
8 A. Yes.
9 Q. Tell us what you know about that.
10 A. There have been advertisements in
11 papers, local newspapers. Realtor has been under
12 contract. I don't know if they go under contract
13 or whatever -- has been hired to assist in finding
14 a tenant for selling the building on several
15 occasions.
17 A. Go back to the question, please, again.
18 Q. Yes. The question was: Do you know of
19 anything that Mr. Clark or anyone else has done on
20 behalf of State Street Partners to find
21 replacement tenants for 137 East State Street?
22 A. Yes. I think I answered that. Yes.
23 Q. Well, you did say "yes," and you did
24 give me two examples.

189
1 A. Right.
2 Q. Is there anything else?
3 A. There could be more examples. I don't
4 recall.
5 Q. Do you know during what time frame the
6 newspaper advertisements have run?
7 A. I don't.
8 Q. Do you know if it's been within the
9 past six months?
10 A. I don't know.
11 Q. Are those of which you're aware ones
12 that have run within the past six months?
13 A. I don't know when those would have been
14 printed.
15 Q. You also said that a realtor had been
16 engaged to seek tenants for the building.
17 A. Uh-huh.
18 Q. Do you know what realtor was engaged?
19 A. Currently Sam Kuhn of -- an Eric George
20 of Calgary Realty.
21 Q. Do you know when they were engaged?
22 A. Six months ago, possibly.
23 Q. Do you know if they've brought any
24 prospective tenants through the building in the

190
1 past 60 days?
2 A. Sixty days. I think so.
3 Q. Do you know how recently they have
4 brought a prospective tenant into the building?
5 A. I don't.
6 Q. Do you know whether Mr. Clark has
7 discouraged any current tenants in the building
8 from remaining as tenants in the building?
9 A. I don't know of that.
10 Q. Do you know of any subtenants that
11 occupy space in the building?
12 A. Can you define "subtenant" for me,
13 please.
14 Q. Yes. It would be a tenant in the
15 building that occupies not pursuant to a direct
16 lease with the owner, but instead pursuant to a
17 lease with another tenant. And we call that a
18 sublease.
20 Q. Do you know the current maturity date
21 of the mortgage on 137 East State Street?
22 A. Probably not the exact date.
23 Q. Do you know that it's coming up in --
24 this month?
191
1 A. Yes.
2 Q. Do you know if State Street Partners
3 has the ability to pay off the mortgage when it
4 comes due this month?
5 A. It does not as far as I'm aware.
6 Q. If State Street Partners cannot pay off
7 the mortgage when it comes due later this month
8 and Fifth Third Bank calls the guaranty of State
9 Street Consultants, will it have the financial
10 capacity to make good on its guaranty?
11 A. No, not that I am aware of.
12 Q. If Fifth Third Bank then goes to
13 Mr. Clark and calls his guaranty of the repayment
14 of that mortgage loan, will he have the capacity
15 to make good on the guaranty?
17 Q. At this point in time, he has a
18 negative net worth, does he not?
19 A. I don't know at this exact point in
20 time what his net worth might be.
21 Q. When you were most recently aware of
22 his net worth, it was negative, correct?
23 A. I don't recall, but I would presume,
24 yes.
192
1 Q. And that's been fairly recently,
2 correct?
3 A. Yes.
4 Q. Did you see a newspaper article in The
5 Columbus Dispatch, oh, I don't know, near the end
6 of November, early December, in which Mr. Clark
7 was extensively quoted about his financial affairs
8 and circumstances?
9 A. I did see the article.
10 Q. I think he said in that that he had a
11 negative net worth, didn't he?
13 Q. Are you aware of any assets of NSC
14 Consulting Corp. having been transferred to State
17 Q. We talked a little while ago about
18 Mr. Clark receiving in-kind compensation or
19 remuneration from State Street Consultants and/or
20 NSC Consulting Corp., and I want to revisit that
21 for just a minute. You gave me some examples of
22 that. We talked about insurance premiums for
23 several different kinds of insurance.
24 Is there anything else of value apart

193
1 from the distributions that Mr. Clark has received
2 from State Street Consultants or NSC Consulting
3 Corp. and these payments that either of those
4 entities have made of his insurance premiums that
5 Mr. Clark has received from either of those
6 entities in the last three years?
7 A. Not that I can think of right now.
8 Q. To your knowledge, have either of those
9 entities made house payments for Mr. Clark on
10 either of his residences?
11 A. I don't recall if they did.
12 Q. Have either of those entities paid
13 other bills of Mr. Clark?
14 A. I don't know. I don't pay the bills.
15 Q. Have either of those entities provided
16 him an automobile?
17 A. I don't recall if NSC made any payments
18 from 2006 forward on an automobile. I don't
19 recall.
20 Q. Has either State Street Consultants or
21 NSC Consulting Group paid for any nonbusiness
22 travel for Mr. Clark?
23 A. I don't know.
24 Q. Have either of those entities paid for

194
1 any of Mr. Clark's family members or for his
2 girlfriend or other friends to accompany him on
3 any trips?
4 A. I don't make his travel arrangements.
5 I don't know.
6 Q. Who would know all of that?
7 A. Mr. Clark.
8 Q. Who at SSC, what other employees, would
9 know about that?
10 A. I don't know if Ms. Harrison would know
11 that or not.
12 Q. Is she the person at SSC, or State
13 Street Consultants, who you would expect to know
14 that, if anyone does?
15 A. I would expect Mr. Clark to know it, if
16 anyone does.
17 Q. Well, I understand that, but I'm
18 talking about other employees of State Street
19 Consultants.
20 A. Possibly.
21 Q. Based upon her position within the
22 company and the access she has, if anyone would
23 know about it, she would know it, correct?
24 A. Yes.
195
1 Q. Because she'd be writing the checks,
2 right, or transferring the moneys?
3 A. Yes.
4 Q. Have you ever read the pledge agreement
5 executed by Mr. Clark?
6 MR. GONZALEZ: Objection.
8 A. I'm sure I have.
9 Q. I may have misspoken. That pledge
10 agreement I think was executed by State Street
11 Consultants and NSC Consulting Group. With that
12 revision on my part, have you read that?
13 A. I'm sure I have.
14 Q. Are you familiar with the terms of it?
15 A. No.
16 Q. Have you read the cross purchase
17 agreement among Mr. Clark, Mr. Tipps, State Street
18 Partners, State Street Consultants, NSC Consulting
19 Corp., and Public Policy Consultants?
20 A. Yes.
21 Q. Are you conversant with the terms of
22 that?
23 A. No. Conversant --
24 Q. Meaning if I ask you questions about

196
1 it, you can talk with me about it?
2 A. I might.
3 Q. Okay.
4 A. I don't have it memorized. I didn't
5 know to what extent you would expect conversant to
6 be.
7 Q. Do you know if NSC Consulting Corp. is
8 competing with State Street Consultants?
9 A. No.
10 Q. No, you don't know?
11 A. No, I don't know.
12 MR. WEAVER: Water break here?
13 MR. CVETANOVICH: Yes. That's fine.
15 record at 1615.
18 record at 1625.
19 Q. Mr. Rankin, are you familiar with an
20 entity known as Midwest Communications?
21 A. Yes.
22 Q. What do you understand it to be?
23 A. A media services firm.
24 Q. Do you know where its headquarters is

197
1 located?
2 A. 49 Grant Street.
3 Q. Is that the same location into which
4 you understand that some of the lobbyists for
5 State Street Consultants will be relocating their
6 operations?
7 A. Yes.
8 Q. Do you know if Midwest Communications
9 owns the building?
10 A. They do not.
11 Q. Do you know who owns the building?
12 A. A separate entity.
13 Q. What's the name of the entity?
14 A. Russell Clegg or Clegg Russell, LLC.
15 Q. Do you know who any of the principals
16 are of that entity?
17 A. Yes.
18 Q. Who are they?
19 A. Mary Russell and Robert Clegg.
20 Q. Do you know someone named Patty
21 Russell?
22 A. I do.
23 Q. Does Patty Russell have an ownership
24 interest in Midwest Communications?

198
1 A. Yes. That's Mary Russell.
2 Q. Is it Mary --
3 A. Patty -- Mary Patricia Russell. Her
4 formal name is Mary Russell.
5 Q. Thank you.
6 A. From what I know.
7 Q. Okay. Thank you. Do you know if Neil
8 Clark has an interest in that entity?
9 A. He does not.
10 Q. Do you know if he has an interest in
11 the building?
12 A. He does not.
13 Q. Do you know if Mr. Clark has provided
14 any financing to Midwest Communications?
15 A. I don't know.
16 Q. Do you know of any relationship
17 whatsoever between Mr. Clark and Midwest
18 Communications?
19 A. Yes.
20 Q. What is the relationship?
21 A. Mr. Clark is an owner of Midwest
22 Communications.
23 Q. Somewhere along the line here in the
24 last couple of minutes, Mr. Rankin, either I

199
1 confused you or you confused me. Let me endeavor
2 to try to find out which it is, and then we'll --
3 whoever it is, we'll get it straightened out here.
4 A. Okay.
5 Q. This entity, Midwest Communications,
6 you said it's Midwest Communications, LLC?
7 A. No.
8 Q. What is the full name of it, as best
9 you understand it?
10 A. Midwest Communications & Media.
11 Midwest Communications & Media. Yeah.
12 Q. Do you know what nature of entity it
13 is?
14 A. A general partnership.
15 Q. Do you know who are the general
16 partners?
17 A. Mary Patty Russell and Neil Clark.
18 Q. Do you know for how long Mr. Clark has
19 been a general partner in Midwest Communications?
20 A. I don't know how long.
21 Q. Do you know what his percentage of
22 ownership interest is in that partnership?
23 A. Fifty percent, as far as I know.
24 Q. To your knowledge, are there any

200
1 contractual relationships between State Street
2 Consultants and Midwest Communications?
4 Q. Apart from Mr. Clark being one of the
5 partners in Midwest Communications, are you aware
6 of any contractual relationships between Mr. Clark
7 and Midwest Communications?
9 Q. Are you aware of any contractual
10 relationships between Mr. Clark and Mary Patty
11 Russell other than their partnership agreement for
12 Midwest Communications?
14 Q. Could you repeat for me the name of the
15 entity that owns the building at 49 South Grant?
16 You said it's Clegg Russell, LLC?
17 A. Russell Clegg or Clegg Russell, LLC. I
18 don't know which name is first. I don't recall
19 which name is first.
20 Q. Thank you. I just found it as I asked
21 you again.
22 To your knowledge, Mr. Clark has no
23 ownership interest in Clegg Russell or Russell
24 Clegg, correct?
201
1 A. To my knowledge, that's correct.
2 Q. To your knowledge, does anyone other
3 than Mary Patty Russell or Mr. Clegg have an
4 interest in Clegg Russell or Russell Clegg?
6 Q. Do you know how long Midwest
7 Communications has been in existence?
8 A. I don't.
9 Q. Do you know if it's been in existence
10 at least five years?
11 A. Yes.
12 Q. Has it been?
13 A. Yes.
14 Q. To your knowledge, has it been in the
15 same business for at least the past five years?
16 A. It has.
17 Q. Has its offices been in the same
18 location for at least the last five years?
19 A. I don't think so.
20 Q. Do you know when the offices of Midwest
21 Communications were relocated to 49 South Grant
22 Street?
23 A. I don't know the specific date or year.
24 Q. Excuse me. Do you know how long Patty

202
1 Russell has been a principal of Midwest
2 Communications?
3 A. I don't.
4 Q. Do you know if there are any partners
5 in Midwest Communications apart from Patty Russell
6 and Neil Clark?
8 Q. Do you know if there have ever been?
9 A. I don't know if that's the fact.
10 Q. Do you know if Neil Clark provides any
11 manner of services to Midwest Communications?
12 A. Yes.
13 Q. What manner of services?
14 A. Consulting, as an owner.
15 Q. Do you know if Mr. Clark receives
16 compensation from Midwest Communications for the
17 services he provides it?
18 A. Distribution of profits is what
19 Mr. Clark receives.
20 Q. Apart from that, does he receive any
21 other form of compensation from Midwest
22 Communications?
23 A. No. Not that I'm aware of.
24 Q. Do you know for how long Mr. Clark has

203
1 been receiving distributions of profits from
3 A. I don't know specifically how long.
4 Q. What is the earliest point of which
5 you're aware when Mr. Clark received a partnership
6 distribution from Midwest Communications?
7 A. 1994.
8 Q. To your knowledge, do Midwest
9 Communications and State Street Consultants share
10 any clients or have any clients in common?
11 A. Yes.
12 Q. Can you name those clients?
13 A. I can name two.
14 Q. Would you do that, please.
15 A. Or former clients. Current clients,
16 former clients?
17 Q. Why don't we have you identify both,
18 and then after each just indicate whether it's
19 former or current.
20 A. Vote Yes on Issue 3, former client for
21 both. Vote No on Issue 5, former client for both.
22 Q. Are there any other either current or
23 former clients that State Street Consultants and
24 Midwest Communications have or have had in common?

204
1 A. Not that I can remember.
2 Q. Do you know of any clients that Midwest
3 Communications and NSC Consulting Corp. have in
4 common or have had in common?
6 Q. Do you know of any clients that Midwest
7 Communications has referred to State Street
8 Consultants?
9 A. I don't know.
10 Q. Do you know of any clients that State
11 Street Consultants has referred to Midwest
12 Communications?
13 A. I don't have knowledge of State Street
14 Consultants referring business to Midwest.
15 Q. Do you have knowledge of any
16 revenue-sharing agreements that exist or have
17 existed between State Street Consultants and
20 Q. Do you have any knowledge of any
21 expense sharing agreements that exist or have
22 existed between State Street Consultants and

205
1 Q. You told me earlier in our proceeding,
2 Mr. Rankin, that some of the State Street
3 Consultants' lobbyists who are vacating 137 East
4 State Street will be occupying space in 49 South
5 Grant. Do you know whether there is a lease in
6 existence that will permit that to occur?
8 Q. Do you know whether there is a lease
9 that will be signed to permit that to occur?
11 Q. Do you know what arrangements exist
12 that will permit some of State Street Consultants'
13 lobbyists to occupy space at 49 South Grant
14 Street?
15 A. Do I know of -- I'm sorry?
16 Q. Do you know what arrangements exist
17 that will permit some of State Street Consultants
18 consultants lobbyists to occupy space at 49 South
19 Grant Street?
20 A. I could only presume a rent payment.
21 Q. Do you know who the tenant will be
22 under that arrangement?
23 A. I would presume State Street
24 Consultants.
206
1 Q. Do you know whether instead it will be
2 this new entity that Mr. Clark has spoken with you
3 about that will be paying the rent on 49 South
4 Grant?
6 - - - - -
9 - - - - -
10 Q. Mr. Rankin, I want to hand you now a
12 I'll ask you to take a moment and look at that,
13 please.
14 Had a chance to look that over, sir?
15 A. Yes.
16 Q. Have you seen reports like this before?
17 A. Yes.
18 Q. This says on its face, top of the very
19 first page, that it is a State Street Consultants
20 12 Month Cash-Flow Report, Year 2006. Do you see
21 that?
22 A. I do.
23 Q. And then up in the upper right-hand
24 corner of the first page and indeed each of the

207
1 pages of the exhibit we see a date, November 21st,
2 2007. Do you see where I'm referring?
3 A. I do.
4 Q. Do you recognize that as the run date
5 of the report?
6 A. Yes.
7 Q. These are the kind of cash flow reports
8 which you told me earlier are sometimes produced
9 by Ms. Harrison, correct?
10 A. Yes.
11 Q. And these are reports the likes of
12 which you have seen in the past while providing
13 services for State Street Consultants, correct?
14 A. Yes.
15 Q. You understand how to read this report?
16 A. Sure.
17 Q. Let me ask you just a few questions
18 about it then. On the first page there, left-hand
19 column, we have a heading, Sources of Cash. Do
20 you see that?
21 A. I do.
22 Q. And then Business Income, and then
23 beneath that, we have a whole listing of things,
24 some of which are entities, some of which are

208
1 other than entities. Those are sources of
2 business income to State Street Consultants; is
3 that correct?
4 A. Not all of them.
5 Q. Some of them are, correct?
7 Q. All of them on the first page are,
8 correct?
9 A. Yes.
10 Q. And all of them on the second page are,
11 down to Vitas, V-I-T-A-S, which is about two and a
12 half inches from the bottom of the page, correct?
13 A. That's right.
14 Q. And then we have a series of items
15 listed that are something other than sources of
16 income, right?
18 Q. But they are sources of cash, correct?
19 A. Yes.
20 Q. For example, there is a line item there
21 very near the bottom that says, "Loan from Tom
22 Rankin." Do you see that one?
23 A. I do.
24 Q. Do you recall having loaned money to

209
2 A. I think my entity has.
3 Q. Your entity being Thomas A. Rankin &
4 Associates?
5 A. And Company.
6 Q. And Company. Excuse me.
7 A. That's all right.
8 Q. How many time has your entity loaned
9 money to State Street Consultants?
10 A. Looks like one time here.
11 Q. One time in 2006 at least?
12 A. Yes.
13 Q. Correct? How many times overall has
14 your entity loaned money to State Street
15 Consultants?
17 Q. Why has your entity loaned money to
19 A. Because State Street Consultants needed
20 some money.
21 Q. When that has happened, who has
22 requested that your entity make a loan to State
24 A. Mr. Clark.
210
1 Q. When that has happened, have you always
2 said yes?
3 A. No.
4 Q. How many times have you said no?
5 A. Some.
6 Q. How many?
7 A. I don't know exactly how many.
8 Q. What's your best approximation?
9 A. Five.
10 Q. When you've said no to a request from
11 Mr. Clark -- I should say a request by Mr. Clark
12 for a loan from your entity to State Street
13 Consultants, why have you said no?
14 A. I may not have had the money.
15 Q. Do you remember that as the reason
16 every time you said no?
17 THE WITNESS: Spousal things.
18 MR. WEAVER: There's a question
19 pending, I may need to confer with my client with
20 respect to the spousal privilege.
21 MR. CVETANOVICH: That's fine.
22 MR. WEAVER: May we do it?
23 MR. CVETANOVICH: Sure. Of course.

211
1 record at 1644.
4 record at 1647.
5 MR. CVETANOVICH: Mark, I can read
6 questions and answers up to the point where we
7 broke, if you want me to, or I can just attack
8 this differently.
9 MR. WEAVER: Let me just state on the
10 record that thank you for allowing the courtesy of
11 me to confer with my client wherein I explained
12 more fully the boundaries of attorney-client
13 privilege and spousal privilege, and that my
14 client is ready to answer your questions however
15 you see fit to ask them.
16 MR. CVETANOVICH: Great. Thank you
17 very much.
18 Q. The line of questioning we were on,
19 Mr. Rankin, had to do with instances when
20 Mr. Clark requested that your company make a loan
21 to State Street Consultants, but in which you said
22 no, that your company would not make such a loan.
23 You told me that that happened perhaps five times,
24 not holding you to that specific number. And I

212
1 had asked you when you said no, what was the
2 reason that you said no, and you told me that
3 perhaps you didn't have the money. And then I had
4 asked you, well, was that the reason every time.
5 And let me just sort of put that back on the
6 table.
7 In those instances where you declined
8 Mr. Clark's request for your company to loan State
9 Street Consultants money, was it always because
10 your company didn't have the money to spare?
11 A. Other than discussions I may have had
12 with my spouse or my attorney, the reasons that I
13 did not -- said no was I did not have cash.
14 Q. All right. Did you ever say no because
15 you thought State Street Consultants wasn't a good
16 credit risk?
17 A. No.
18 Q. Did you ever say no because you were
19 getting sick and tired of Mr. Clark coming and
20 asking your company to loan his company money?
21 A. Other than discussions I may have had
22 with my spouse or my attorney, no.
23 Q. Okay.
24 THE WITNESS: Is that all right?

213
1 MR. WEAVER: You may always answer what
2 you believe. That's not privileged, what you
3 believe.
4 THE WITNESS: Okay.
5 Q. Just above the line item we've been
6 looking at together there, Mr. Rankin, "Loan from
7 Tom Rankin," do you see it there near the bottom
8 of page 2 on Exhibit 4?
9 A. Yes.
10 Q. Just above that, there's a line item
11 that says, "Loan from NSC." Do you see that?
12 A. Yes. I do.
13 Q. Do you have any knowledge or
14 information about NSC having made loans to State
15 Street Consultants in the year 2006?
16 A. I would have to refer to NSC records
17 that I have to substantiate that.
18 Q. Just looking at the -- what I'll call
19 the layout of this report, this section that we're
20 looking at together is the "sources of cash"
21 section, correct?
22 A. Yes.
23 Q. And that's where one would expect to
24 see amounts flowing into State Street Consultants,

214
1 whether it's from the proceeds of a loan or
2 otherwise, correct?
3 A. Yes.
4 Q. This report, the line item we're
5 looking at together, would suggest that there were
6 moneys flowing into State Street Consultants via a
7 loan or loans from NSC in several different months
8 of the year 2006, correct?
9 A. Yes.
10 Q. Specifically February, April, July,
11 September, October, and December, correct?
12 A. Yes.
13 Q. And the aggregate amount of those loans
14 being $62,800. Do you see that?
15 A. Yes.
16 Q. Do you have any recollection whatsoever
17 of NSC Consulting Corp. having been making loans
18 of those amounts of money to State Street
19 Consultants?
20 A. Yes.
21 Q. You do have that recollection. Why was
22 that happening?
23 A. I presume State Street Consultants
24 needed the cash.

215
2 ever repaid what's reflected here as these loan
3 amounts from NSC Consulting Corp.? You're
4 flipping over to the "uses of cash" section,
5 correct?
6 A. I am.
7 Q. All right.
8 A. Yes.
9 Q. Direct me, if you would, is that on
10 page 5?
11 A. Yes.
12 Q. Top line?
13 A. Yes.
14 Q. And it looks like over the course of a
15 year there were four repayments aggregating
16 $62,800, correct?
17 A. Yes.
18 Q. Do you know if these loans were ever
19 documented?
20 A. Through books and records.
21 Q. What do you mean by that? Accounting
22 entries?
23 A. Yes.
24 Q. Do you know if they were ever

216
1 documented by any kind of a loan agreement?
3 Q. Do you know if they were ever
4 documented by promissory notes?
7 ever gave NSC Consulting Corp. any security for
8 repayment of the loans?
9 A. Not that I'm aware.
10 Q. Do you know if there was ever a
11 resolution of State Street Consultants's passed
12 authorizing this borrowing from NSC Consulting
13 Corp.?
15 Q. Do you know who made the determination
16 that State Street Consultants would borrow money
17 from NSC Consulting Corp.?
18 A. Mr. Clark.
19 Q. Do you know if there was interest paid
20 on the loans?
22 Q. Do you know why NSC Consulting Corp.
23 was willing to loan moneys at no interest?
24 A. I don't know why.

217
1 Q. It's not a very common business
2 practice, is it?
3 A. It could be, I guess.
4 Q. In your experience, it doesn't happen
5 much, does it, in the marketplace, people loan
6 money at no interest?
7 A. Commonly-owned entities.
8 Q. Are you saying this was not an
9 arm's-length transaction?
10 A. No, I'm not saying that.
11 Q. You think it was an arm's-length
12 transaction?
13 A. I said I think it happens with
14 commonly-owned entities.
15 Q. Let me direct your attention, please,
16 to page 3 of Exhibit 4, and specifically the --
17 over in the left-hand column there's a category,
18 "unclassified income." Do you see that?
19 A. I do.
20 Q. And under that heading, "unclassified
21 income," there is a whole listing of clients. Do
22 you see that?
23 A. I do.
24 Q. Why are these clients here under this

218
1 heading, "unclassified income," and the income
2 derived from these clients characterized as
3 unclassified income rather than these clients
4 being back on the list on page 1, carrying over
5 onto page 2?
6 A. Ms. Harrison prepared these. And what
7 it looks like to me is that those are clients that
8 are affiliated with Aronoff & Associates.
9 Q. Why do you say that?
10 A. Because those look like Aronoff &
11 Associates clients.
12 Q. You just recognize them as such?
13 A. I do.
14 Q. There's nothing you see on this page 3
15 that indicates they're Aronoff clients, correct?
17 Q. Okay. Let me ask you to flip over, if
18 you would, to page 5. And we earlier looked at
19 the loan repayment to NSC, but I actually want you
20 to come down the page, if you would, please, to a
21 line item that's called "executive compensation."
22 Do you see that?
23 A. Yes.
24 Q. Does that refer to Mr. Clark's

219
1 compensation?
2 A. It refers to Mr. Clark's distribution.
3 Q. Okay.
4 A. Distributions.
5 Q. Distributions are a form of
6 compensation, are they not?
7 A. Yes.
8 Q. It's compensation to an owner, right?
9 A. Not all the time.
10 Q. Okay. In this instance, it was,
11 though, right?
12 A. It appears as though it was.
13 Q. Let me ask you this question: Did
14 Mr. Clark, to your knowledge, receive
15 distributions of profits from Midwest
16 distribution -- excuse me -- Midwest Communication
17 in 2006 or for 2006?
18 A. Yes.
19 Q. In what amount?
21 Q. What's the range?
22 A. 300 to 400,000.
23 Q. Did Mr. Clark receive a distribution of
24 profits from Midwest Communications for 2007?

220
2 Q. Did Midwest Communications operate at a
3 loss for 2007?
4 A. Yes.
5 Q. Was a portion of the loss allocated to
6 Mr. Clark?
7 A. Yes.
8 Q. Do you know how great the loss was?
10 Q. Do you know if Mr. Clark has received
11 distributions of profits from Midwest
12 Communications for 2008?
13 A. Yes.
14 Q. Do you know in what amount?
16 Q. Do you have a range or an
17 approximation?
18 A. 300 to 400,000.
19 - - - - -
22 - - - - -
23 Q. Mr. Rankin, let me now hand you a

221
1 If you would, please, take a moment and look at
2 that and then I'll have a few questions for you
3 about that.
4 A. Okay.
5 Q. Had an opportunity to look at that now,
6 Mr. Rankin?
7 A. Yes, uh-huh.
8 Q. Having done so, do you recognize it as
9 a State Street Consultants 12 Month Cash-Flow
10 Report for year 2007?
11 A. Yes.
12 Q. And the run date on this one is
13 November 14, 2007, correct?
14 A. Yes.
15 Q. Let me direct your attention, please,
16 to page 3 of this exhibit, Exhibit 5. And
17 specifically to a category here that's labeled
18 "Unclassified Income SA/NSC." Do you see that?
19 A. Yes.
20 Q. And then beneath that heading we have a
21 whole listing of clients, do we not?
22 A. Yes.
23 Q. I want to focus your attention first on
24 the heading again, "Unclassified Income SA/NSC."

222
1 Is the SA reference to Stan Aronoff?
2 A. I would presume it is.
3 Q. And I take it the NSC reference is to
4 NSC Consulting Corp.?
5 A. Yes.
6 Q. Why is it that Mr. Aronoff's clients
7 would be listed under this unclassified income
8 heading on a cash flow report?
9 A. I don't know why it would be put under
10 an unclassified category.
11 Q. Okay. Let me ask the same question for
12 NSC Consulting Corp. Do you know why NSC
13 Consulting Corp. clients would show up on a cash
14 flow report for State Street Consultants?
15 A. No.
16 Q. It's the case, is it not, that on a
17 cash flow report for State Street Consultants the
18 only incoming cash that should show up is cash
19 that is available to State Street Consultants,
20 belongs to State Street Consultants, correct?
21 A. Correct.
22 Q. And on the "uses of cash" portion,
23 which we haven't gotten to yet, but the only uses
24 of cash that should show up would be uses of cash

223
1 to pay or satisfy obligations of State Street
2 Consultants, correct?
3 A. Yes.
4 Q. Staying here on page 3 and under the
5 same heading but down rather near the bottom we
6 have, I guess under American Cancer Society or
7 American Cancer, we see Cincinnati Schools,
8 Cincinnati Symphony, The Limited and then the
9 others on that page. Do you see those?
10 A. I do.
11 Q. Do you recognize those as clients of
13 A. Yes.
14 Q. Do you recognize the other clients in
15 that list but above Cincinnati Schools as having
16 been clients brought to State Street Consultants
17 by Stan Aronoff?
18 A. Above American Cancer, yes.
19 Q. Yes. Okay.
20 There is zero cash flow for that
21 grouping of clients there beginning with
22 Cincinnati Schools, through the month of October,
23 correct?
24 A. Yes.
224
1 Q. And then for November and December,
2 because this is a report that was generated on
3 November 14th, we don't have actual figures.
4 Instead we have only budgeted figures, correct?
5 A. It appears correct.
6 Q. Do you know why there would be budgeted
7 figures for November and December on a cash flow
8 report of State Street Consultants for clients of
10 A. Yes.
11 Q. Why?
12 A. To present the group as a whole.
13 Q. What do you mean by "the group as a
14 whole"?
15 A. I think we defined "group" earlier.
16 Q. Well, we defined group as several of
17 your clients, and that was just for ease of
18 communication.
19 A. Got you.
20 Q. We can redefine group or do anything
21 you want --
22 A. Nope.
23 Q. -- but group as we defined it has no
24 applicability here.
225
1 A. Okay.
2 Q. So what I'm trying to understand is why
3 this cash flow report would be presenting budgeted
4 income figures for clients not of State Street
5 Consultants, but of NSC Consulting Corp.
6 A. So I'm presuming I can -- so Neil can
7 see all the lobbying clients in one specific
8 report.
9 Q. Now, do you know that to be the reason
10 it was done this way, or you're speculating that's
11 a reason it could have been done this way?
12 A. That's one reason why it may have
13 been -- I'm speculating it was done this way.
14 Q. Do you know why it was actually done
15 this way?
16 A. I think Mr. Tipps requested it be
17 presented in this fashion.
18 Q. What makes you say that?
19 A. Through -- I don't know specifically,
20 but I think I heard that.
21 Q. From whom did you hear it?
22 A. Neil Clark.
23 Q. When did you hear it?
24 A. I don't recall. Maybe November of '07.

226
1 Q. Did anyone consult you about the
2 propriety of putting together a cash flow report
3 like this for State Street Consultants?
4 A. No.
5 Q. Do you recall having provided anyone
6 any input into the determination of whether this
7 manner of presentation of a cash flow report for
8 State Street Consultants would be appropriate?
9 A. It was my client's opinion or decision
10 to do that.
11 Q. Did you provide any input?
13 Q. Do you know if cash flow reports such
14 as Exhibit 4 and Exhibit 5 which we've looked at
15 together were ever provided to Fifth Third Bank?
16 A. I don't know if they were or not.
17 Q. Who would know that?
18 A. The bank.
19 Q. Would anyone at State Street
20 Consultants know that?
21 A. Possibly.
22 Q. Do you know if -- well, let's come back
23 to possibly.
24 A. Okay.
227
1 Q. Possibly who would know that?
2 A. Ms. Harrison prepares the report.
3 Mr. Clark would, I would imagine, advise whether
4 to give it to the bank or not.
5 Q. Apart from Mr. Clark and Ms. Harrison,
6 is there anyone else at State Street Consultants
7 who you would expect to know whether the cash flow
8 reports were provided to any of State Street
9 Consultants' banks?
11 Q. Is there anyone at State Street
12 Consultants or State Street Partners who you would
13 expect to know -- and, again, other than Mr. Clark
14 and Ms. Harrison -- who you would expect to know
15 whether the cash flow reports were presented to
16 State Street Partners' banks?
17 A. Possibly Mr. Tipps, but -- I'm not sure
18 if I answered that question correctly.
19 Q. Anyone else?
21 Q. Do you know if either State Street
22 Consultants or State Street Partners maintains a
23 file containing duplicates of all of the financial
24 statements that have been submitted to their

228
1 banks?
2 A. I don't know if they do or not.
3 Q. Who at State Street Consultants would
4 you expect to know that?
5 A. Mr. Clark.
6 Q. Anyone else?
7 A. Possibly Ms. Harrison.
8 Q. Apart from those two, anyone else?
9 A. Not that I would think.
10 Q. At State Street Partners, would it be
11 the same list but perhaps add Mr. Tipps?
12 A. Possibly.
13 Q. I may have asked you this, Mr. Rankin.
14 If I did, I apologize, and you can just tell me
15 and we'll move on to something else.
16 Do you know what banks NSC Consulting
17 Corp. has a relationship with?
18 A. Huntington Bank and Fifth Third Bank.
19 Q. We did talk about that. Thank you.
20 A. We did.
21 Q. Let me ask you to turn over to page 4,
22 if you would, still on Exhibit 5. Are you there?
23 A. Yes.
24 Q. On this page, just a few inches from

229
1 the top, we have a heading, "Uses of Cash." Do
2 you see that?
3 A. Yes.
4 Q. And then right under that a heading,
5 "business expenses."
6 A. Yes.
7 Q. And then a bunch of expense items are
8 listed. Do you see that listing I'm showing you?
9 A. Yes.
10 Q. If you get down, oh, about three items
11 from the bottom of that list, there is an item,
12 NSC Corp. expenses. Do you see that?
13 A. I do.
14 Q. There are no actual amounts in the
15 months of January through October, but there are
16 budgeted amounts for each of November and
17 December. Do you see that?
18 A. Yes.
19 Q. Can you tell me why on a State Street
20 Consultants cash flow report there would be
21 budgeted amounts to cover not State Street
22 Consultants' expenses but NSC Consulting Corp.
23 expenses?
24 A. I can't tell you why.

230
1 Q. Did anyone consult you about the
2 propriety of this?
3 A. No.
4 Q. Do you know who at State Street
5 Consultants decided to include that line item on
6 this cash flow report?
7 A. I presume Mr. Clark.
8 Q. Bottom of page 2 on Exhibit 5,
9 Mr. Rankin, the very last item we have another
10 loan from NSC. Do you have any knowledge about
11 that loan?
13 Q. Let me refer you back to page 3 of
14 Exhibit 5, Mr. Rankin. I think I asked around
15 this question but didn't quite get to the
16 question, and let me pin that down before we move
17 on.
18 We did talk about several line items
19 there near the bottom of the page, Cincinnati
20 Schools, Cincinnati Symphony, and all those other
21 clients listed there down to the bottom of page.
22 Do you know why, given that there was no actual
23 income through October on this cash flow report,
24 there is budgeted income for the last two months

231
1 of 2007?
2 A. I don't know why.
3 - - - - -
4 Thereupon, Plaintiff's Exhibit 6 is marked
6 - - - - -
7 Q. I'd like to hand you now, Mr. Rankin,
8 Plaintiffs' Exhibit 6 and ask you to take a moment
9 and look at that, please. Had a chance to look at
10 it?
11 A. Yes.
12 Q. Ready for a question?
13 A. I am.
14 Q. Okay. We just looked at Exhibit 5.
15 A. Right.
16 Q. And Exhibit 5 is a State Street
17 Consultants Cash Flow Report, Year 2007, run on
18 November 14th, 2007. Now we're looking at Exhibit
19 6, and Exhibit 6 indicates that it is a State
20 Street Consultants 12 Month Cash-Flow Report, Year
21 2007, run on January 15, 2008. Correct?
22 A. Yes.
23 Q. And that difference in the run dates
24 explains, does it not, why whereas on Exhibit 5 we

232
1 had budgeted amounts only for November and
2 December, on Exhibit 6 we have actual dollar
3 amounts for November and December, correct?
4 A. I would presume since the "budget" word
5 is gone.
6 Q. By this time we're two weeks past year
7 end and actual numbers are in, right?
8 A. Yes.
9 Q. If you would, why don't you keep
10 Exhibit 5 there, because I'm going to have you
11 compare Exhibits 5 and 6 on just a couple of
12 points.
13 A. Uh-huh.
14 Q. Exhibit 5, page 3, you and I looked at
15 together. That's the Unclassified Income SA/NSC.
16 You see that?
17 A. I do.
18 Q. When we get over to Exhibit 6, also
19 page 3, we have an Unclassified Income SA/NSC
20 heading, but underneath that heading we do not
21 have those clients that we addressed on Exhibit 5,
22 starting with Cincinnati Schools, Cincinnati
23 Symphony, The Limited and so on. You see that
24 those are gone?

233
1 A. I do.
2 Q. Do you know why they don't appear on
3 Exhibit 6?
4 A. Just looking at this briefly --
5 Q. Yes, sir.
6 A. -- it appears as though Janie,
7 Ms. Harrison, may have consolidated some
8 categories inadvertently.
9 Q. Could you just tell us specifically
10 what you mean? Direct us to what you are looking
11 at and then tell us why you interpret it as you
12 do.
13 A. Exhibit 6, page 3, under American
14 Cancer.
15 Q. Yes.
16 A. I guarantee you American Cancer in
17 October did not pay with us -- pay State Street
18 Consultants, I'm sorry, $378,500.
19 Q. It's a big number.
20 A. It's a big number.
21 Q. Okay. So you're assuming that that
22 figure includes not only the revenues realized
23 from American Cancer, but also revenues realized
24 from some other clients?

234
1 A. Yes.
2 Q. Is that the assumption you're making?
3 A. Yes.
4 Q. Do you know what other clients?
5 A. I could only presume NSC Consulting
6 Corporation.
7 Q. And why do you presume that?
8 A. Because American Cancer was a client of
9 NSC Consulting Corporation.
10 Q. So your inference is that what
11 Ms. Harrison did was lump all of the income from
12 NSC Consulting Corp. clients into just this one
13 line item which she's calling American Cancer?
14 A. Most likely.
15 Q. All right.
16 THE VIDEOGRAPHER: Mr. Cvetanovich,
17 you've got about five.
18 MR. CVETANOVICH: All right. I think
19 he starts me out with six-minute tapes. What do
20 you think?
21 Q. Do you know why Ms. Harrison included
22 any NFC -- excuse me -- NSC Consulting Corp.
23 revenues on this cash flow report for State Street
24 Consultants?
235
1 A. I don't know why. Except I may have
2 heard that question a few minutes ago.
3 Q. Let me have you turn to page 4, if you
4 would, please, on Exhibit 6.
5 A. Yes.
6 Q. What starts out at the top of the page
7 I guess is actually carried over from the
8 preceding page. So to get a heading, we actually
9 need to look near the bottom of page 3, "Uses of
10 Cash, Business Expenses." Do you see that?
11 A. Yes.
12 Q. And then the list carries over on to
13 the top of page 4. Do you see where I am there,
14 sir?
15 A. I do.
16 Q. Looking then at the carryover portion
17 of that list, if you come down maybe an inch and a
18 half, you see NSC Corp. expenses. Do you see
19 where I'm directing your attention?
20 A. I do.
21 Q. And for the month of October, more than
22 $75,000 of NSC corporate expenses are being
23 reflected on this State Street Consultants cash
24 flow report. Do you see that?

236
1 A. Yes.
2 Q. I take it that means that State Street
3 Consultants paid $75,856 of NSC Consulting Corp.'s
4 expenses. Is that the way you would interpret
5 this?
6 A. It could be interpreted that way.
7 Q. All right. Down at the bottom of the
8 page, we have another line item, and now we're
9 under "unclassified expenses," but another line
10 item labeled "loan repayment to NSC." Do you see
11 that?
12 A. Yes.
13 Q. I think we are now done with 5 and 6,
14 Mr. Rankin. You can keep them there if you like,
15 but I'm done with them.
16 - - - - -
19 - - - - -
20 Q. Let me now hand you, Mr. Rankin,
21 Plaintiffs' Exhibit 7.
23 record at 1727.

237
1 (Mr. Behal entered the conference
2 room.)
4 record at 1740.
5 Q. Mr. Rankin, just before we took a short
6 break I handed you Plaintiffs' Exhibit 7. Have
7 you now had an opportunity to look that over?
8 A. Yes.
9 Q. Plaintiffs' Exhibit 7 is State Street
10 Consultants' 12 Month Cash-Flow Report, Year 2008,
11 the run date being November 19, 2008, correct?
12 A. Yes.
13 Q. Let me direct your attention to page 4
14 of the report, under the heading "business
15 expenses," and very near the list -- near the end
16 of the list of business expenses we have a line
17 item for NSC Corp. expenses. Do you see that?
18 A. Yes.
19 Q. And there are expense amounts noted for
20 each month, January through October, of 2008. The
21 total amount for 2008 being $79,081. Do you see
22 that?
23 A. Yes.
24 Q. And this statement reflects, does it

238
1 not, that NSC corporate expenses are being treated
2 as expenses by State Street Consultants?
3 A. Can you repeat that? This report --
4 Q. Yes. We've got NSC corporate expenses
5 showing up as expense items on a cash flow report
6 for State Street Consultants, correct?
7 A. Uh-huh.
8 Q. You need to say yes or no.
9 A. Yes.
10 Q. The inference from that would be that
11 these NSC corporate expenses are being paid with
12 cash or income of State Street Consultants,
13 correct?
14 A. That's not correct.
15 Q. Well, the essence of this report is to
16 present sources of income and uses of cash,
17 sources and uses of cash by State Street
19 A. It's not my report, so I can only
20 presume that's what they were trying to do.
21 Q. Well, that's what a sources and uses of
22 cash is, right?
23 A. Yes.
24 Q. Or stated differently, that's what a

239
1 cash flow report is?
2 A. Yes.
3 Q. And this one is for State Street
5 A. It is.
6 Q. And it reflects State Street
7 Consultants' sources of cash and its uses of cash,
8 correct?
9 A. Yes.
10 Q. And this report shows on page 4 that
11 one of the uses of State Street Consultants' cash
12 was to pay NSC corporate expenses. That's what
13 the form shows, correct?
14 A. That's what it appears.
15 Q. All right. I think we're done with
16 that.
17 I just have a series of documents that
18 I'd like you to identify for us, if you would,
19 Mr. Rankin. I think they're fairly self-evident,
20 but you know the documents better than any of the
21 rest of us.
22 - - - - -

240
1 - - - - -
2 Q. First of all, let me hand you a
4 MR. CVETANOVICH: Do you want one also,
5 Bob?
6 MR. BEHAL: No. Thank you, though.
7 MR. CVETANOVICH: You're welcome.
8 Q. Had a chance to look that over?
9 A. Uh-huh.
10 Q. Yes?
11 A. Yes. Sorry.
12 Q. That's all right. Plaintiffs' Exhibit
13 8 is State Street Consultants, LLC, Balance Sheet
14 as of December 31, 2006, correct?
15 A. Yes.
16 Q. And you caused this to be generated or
17 printed for purposes of being produced to the
18 Plaintiffs in this litigation, correct?
19 A. Yes.
20 - - - - -
23 - - - - -
24 Q. Let me now hand you Plaintiffs' Exhibit

241
1 9. Have you had a chance to look over Exhibit 9
2 now, Mr. Rankin?
3 A. Yes.
4 Q. Exhibit 9 is State Street Partners,
5 PLL -- Exhibit 9 is State Street Partners, PLL,
6 Profit & Loss, January through December 2007,
7 correct?
8 A. Yes.
9 Q. And you caused this to be generated or
10 printed for purposes of production to the
11 Plaintiffs in this lawsuit, correct?
12 A. Yes.
13 Q. Having a little trouble keeping all
14 these things in any kind of a meaningful sequence
15 here, Mr. Rankin, but we just keep grinding
16 through them.
17 - - - - -
18 Thereupon, Plaintiffs' Exhibit 10 is
19 marked for purposes of identification.
20 - - - - -
21 Q. Let me hand you Plaintiffs' Exhibit 10.
22 Had a chance to look that over, sir?
23 A. Yes.
24 Q. Exhibit 10 is State Street Consultants,

242
1 LLC, Balance Sheet, as of December 31, 2007,
2 correct?
3 A. Yes.
4 Q. And that is a document that you
5 generated or printed for purposes of production to
6 the Plaintiffs in this lawsuit, correct?
7 A. Yes.
8 - - - - -
11 - - - - -
12 Q. Let me now hand you Plaintiffs' Exhibit
13 11. Had a chance to look over Exhibit 11,
14 Mr. Rankin?
15 A. Yes.
17 LLC, Profit & Loss, January through December 2006,
18 correct?
19 A. Yes.
21 generated or printed for purposes of production to
22 the Plaintiffs in this action, correct?
23 A. Yes.
24 - - - - -
243
3 - - - - -
4 Q. Now let me hand you Plaintiffs' Exhibit
5 12. I'll ask you to take a moment and look at
6 that, please. Had a chance to look at that now,
7 Mr. Rankin?
8 A. Yes.
10 LLC, Profit & Loss, January through December 2007,
11 correct?
12 A. Yes.
14 generated or printed to be produced to the
15 Plaintiffs in this action, correct?
16 A. Yes.
17 Q. Let me ask you to get Exhibits 8 and 11
18 before you there.
19 A. Uh-huh.
20 Q. Do you have those two, sir?
21 A. Yes.
22 Q. You told me earlier that you prepared a
23 2006 federal tax return for State Street
24 Consultants, and my question for you is: Are the

244
1 net income figures from Exhibit 11 the same
2 figures that were carried over onto the 2006
3 federal income tax return of State Street
4 Consultants?
5 A. I don't have the last two pages of the
6 2006 SSC -- State Street Consultants' P&L. Here
7 it is. I'm sorry. I was looking at the wrong
8 one. Sorry about that.
9 MR. BEHAL: Sorry.
10 Q. Have you got the correct one before you
11 now, sir?
12 A. I do.
13 Q. Just so the record is clear, would you
14 identify the exhibit number?
15 A. Exhibit 11.
16 Q. Yes, sir.
17 A. I would have to check the records, the
18 tax return.
19 Q. Are you aware that the Defendants
20 haven't produced the tax returns yet?
21 A. No. Yes. Yeah, I'm aware. I guess
22 you would have been given them to me already.
23 Q. Have you been asked to assemble those
24 for production to the Plaintiffs in this lawsuit?

245
1 A. I have not as of yet.
2 Q. Can you think of any reason why the
3 figures on the 2006 tax return for State Street
4 Consultants, LLC, that income figures would differ
5 from those reflected on the profit and loss
6 statement at which you're looking, which is
7 Exhibit 11?
8 A. There would be a difference for certain
9 nondeductible expenses.
10 Q. Such as what?
11 A. Club dues is not deductible for tax
12 purposes.
13 Q. All right. Anything else that you
14 would expect to be a difference between the net
15 income figures from the 2006 P&L and the 2006 tax
16 return?
17 A. Meals and entertainment is subject to a
18 50 percent limitation.
19 Q. Okay. Anything else that you would
20 expect to cause the net income figures that appear
21 on the P&L on the one hand and the tax return on
22 the other to differ?
23 A. Charitable contributions are separately
24 stated items.
246
1 Q. Okay. Any other differences?
2 A. Section 197 -- 179 expenses is a
3 separately stated item.
4 Q. All right. Any other differences?
5 A. Political contributions are not
6 deductible.
7 Q. All right. Any other items?
8 A. That's all I can recall right now.
9 Q. Subject to the adjustments which you've
10 just delineated for us, would you expect the net
11 income figure used on the 2006 federal income tax
12 return of State Street Consultants to be the same
13 as the net income figure reflected on Exhibit 11?
14 A. Yes.
15 Q. In fact, when you prepared the tax
16 return for State Street Consultants for 2006, was
17 your starting point this P&L statement, Exhibit
18 11?
19 A. Possibly not.
20 Q. What would have been your starting
21 point?
22 A. An accrual-based -- possibly an
23 accrual-based financial statement.
24 Q. Do you know that?

247
1 A. I don't know for certain if we started
2 with accrual.
3 Q. This is a cash-basis P&L, correct?
4 A. That is correct.
5 Q. Let me ask you now to turn your
6 attention to Exhibit 8. Excuse me. 8. Exhibit 8
7 is State Street Consultants, LLC, Balance Sheet as
8 of December 31, 2006. Is the information
9 reflected on Exhibit 8 the information you would
10 have utilized for Schedule L to the 2006 federal
11 income tax return of State Street Consultants?
12 A. This is a cash-basis balance sheet. I
13 would need to look at the tax return to see if I
14 used an accrual-based balance sheet.
15 Q. Do you know whether State Street
16 Consultants is a cash-basis taxpayer or an
17 accrual-basis taxpayer?
18 A. State Street Consultants is a
19 cash-basis taxpayer.
20 Q. So wouldn't you be using these
21 cash-basis figures from the balance sheet to do
22 Schedule L on the tax return?
23 A. Not necessarily.
24 Q. You would just have to tax -- check the

248
1 tax return to see what you did?
2 A. Yes.
3 Q. I think we are done with 8 and 11.
4 Let me ask you now to have before you,
5 if you would, Exhibits 10 and 12.
6 A. Okay.
7 Q. Would the net income figures that
8 appear on the profit and loss statement that is
9 Exhibit 12 be the same ones you would have used on
10 the 2007 federal income tax return for State
11 Street Consultants? Let me interrupt myself just
12 a minute.
13 A. Okay.
14 Q. Did you tell me that you did not -- or
15 that State Street Consultants did not file a 2007
16 federal income tax return?
17 A. Correct.
18 Q. So there was no entity return?
19 A. Correct.
20 Q. That was all picked up by Mr. Clark on
21 his personal income tax return?
22 A. Schedule C.
23 Q. Would the net income figures reflected
24 on Schedule C for Mr. Clark's 2007 federal income

249
1 tax return be the same as those reflected on
2 Exhibit 12, subject to that list of adjustments
3 you've already given us?
4 A. Yes.
5 Q. Since you didn't do an entity return
6 for SSC for 2007 but instead all of that was
7 picked up by Mr. Clark in his personal income tax
8 return filing, is there a schedule that
9 corresponds to Schedule L on the entity return?
10 A. No.
11 Q. Is there any place on Mr. Clark's
12 personal income tax return for 2007 that would
13 reflect balance sheet information of State Street
14 Consultants?
15 A. No.
16 Q. I think we're done with those two now.
17 Let me direct your attention to Exhibit
18 9. Exhibit 9 is State Street Partners, PLL,
19 Profit & Loss, January through December 2007. And
20 I would like to ask you to flip over, if you
21 would, to page 3 of 3, down near -- excuse me.
22 First of all, do you have page 3 of 3, sir?
23 A. Yes.
24 Q. You're on the last page of the exhibit?

250
1 A. I am.
2 Q. If you look down near the bottom of the
3 page, there is a line item for other income, and
4 an amount that appears to be $29,936.29. Do you
5 see that?
6 A. Yes.
7 Q. Do you know what other income State
8 Street Partners had in 2007 that is reflected in
9 that line item?
10 A. Yes.
11 Q. What is that, please?
12 A. That is income relating to the swap
13 transaction that State Street Partners entered
14 into to finance the building.
15 Q. Tell us what you mean by the swap
16 transaction.
17 A. I'll do the best I can. Swap
18 transaction is a derivative that is placed on the
19 open market to create a fixed income instrument in
20 a variable interest rate world.
21 MR. BEHAL: Pretty good.
22 Q. Are you telling me that State Street
23 Partners entered into such a transaction in 2007?
24 A. No.
251
1 Q. Are you saying that the income was
2 realized in 2007?
3 A. It's a very difficult transaction to
4 understand, but it -- income of $29,936.29 was
5 realized in 2007.
6 Q. Do you know when the transaction was
7 undertaken?
8 A. It originated with the financing in
9 2003 through Fifth Third.
10 Q. Tell me the structure of the
11 transaction.
12 A. Enter into -- State Street Partners
13 enters into a variable rate loan agreement.
14 Q. With Fifth Third?
15 A. With Fifth Third Bank.
16 Q. All right.
17 A. And in turn Fifth Third Bank goes into
18 the derivative market and sells a obligation for
19 the same principal amount at a different
20 fluctuating rate in order to create a fixed rate
21 environment for State Street Partners.
22 Q. Keep going.
23 A. That's the best I can do.
24 Q. And you think that's complicated?

252
1 A. To me it is. And it always will be.
2 Q. I'm teasing you. It's very complicated
3 at 6:00 on a day we've been going all day, isn't
4 it?
5 A. Right.
6 Q. One other thing I want to ask you about
7 here. Let me take you to page 2 of 3 if I may,
8 please.
9 For that matter, we could have done 1
10 of 3, but let's stay on 2 of 3 since I directed
11 your attention there. We have an "other income"
12 line on this page, probably four or five line
13 items from the bottom. Do you see that?
14 A. Yes.
15 Q. Are those the monthly increments that
16 total the 29,000 plus amount that we just looked
17 at together?
18 A. Yes.
19 Q. So that's income that was realized on a
20 monthly basis, correct?
21 A. Yes.
22 Q. I think those are all the questions I
23 have about that. Let's go off the record.

253
1 record at 1810.
4 record at 1817.
5 MR. CVETANOVICH: Mr. Rankin, those are
6 all the questions I have at this time. Just to
7 repeat something that we observed earlier in the
8 deposition, many of the documents that the
9 Plaintiffs sought from the defendants have not yet
10 been produced. When those documents are produced
11 almost certainly we will have some additional
12 questions for you, but until we get the documents
13 I think that's really all we can do.
14 I want to thank you for your time and
15 attention. I appreciate it very much.
16 THE WITNESS: Okay.
18 THE VIDEOGRAPHER: This concludes the
19 deposition of Thomas Rankin. At this time the
20 witness has the right to review the videotape if
21 you wish to exercise your right at this time.
22 MR. WEAVER: No.
23 THE VIDEOGRAPHER: We are off the video
24 record at 1818.
254
1 - - - - -
2 Thereupon, the foregoing proceedings
3 concluded at 6:18 p.m.
4 - - - - -
5
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
255
1 State of Ohio : C E R T I F I C A T E
2 County of Franklin: SS
3 I, Cindy L. Knecht, a Notary Public in and for
4 the State of Ohio, do hereby certify the within
5 named Thomas A. Rankin was by me first duly sworn
6 to testify to the whole truth in the cause
7 aforesaid; testimony then given was by me reduced
8 to stenotypy in the presence of said witness,
9 afterwards transcribed by me; the foregoing is a
10 true record of the testimony so given; and this
11 deposition was taken at the time and place as
12 specified on the title page.
13 I do further certify I am not a relative,
14 employee or attorney of any of the parties hereto,
15 and further I am not a relative or employee of any
16 attorney or counsel employed by the parties
17 hereto, or financially interested in the action.
18 IN WITNESS WHEREOF, I have hereunto set my
19 hand and affixed my seal of office at Columbus,
20 Ohio, on January 6, 2009.
21 ______________________________________________
22 Cindy L. Knecht, Notary Public - State of Ohio
23 My commission expires August 3, 2009.
24
256
Witness Errata and Signature Sheet
Spectrum Reporting LLC Correction or Change Reason
Code
333 East Stewart Avenue 1 - Misspelling 2 - Word
Omitted
Columbus, Ohio 43206 3 - Wrong Word 4 -
Clarification
Phone - 614-444-1000 Fax - 614-444-3340 5 - Other Correction (Please
explain)
Email - admin@spectrumreporting.com R Sheet _____ of
_____
Page/Line Correction, Addition, or Change Reason Code
_________ _________________________________________ ___________
_________ _________________________________________ ___________
_________ _________________________________________ ___________
_________ _________________________________________ ___________
_________ _________________________________________ ___________
_________ _________________________________________ ___________
_________ _________________________________________ ___________
_________ _________________________________________ ___________
_________ _________________________________________ ___________
_________ _________________________________________ ___________
_________ _________________________________________ ___________
_________ _________________________________________ ___________
_________ _________________________________________ ___________
_________ _________________________________________ ___________
_________ _________________________________________ ___________
_________ _________________________________________ ___________
_________ _________________________________________ ___________

I, Thomas A. Rankin, have read the entire transcript of my deposition taken
in this
matter, or the same has been read to me. I request that the changes noted on my
errata sheet(s)
be entered into the record for the reasons indicated.
Date ____________________ Signature
___________________________________________________________
The witness has failed to sign his deposition within the time allowed.
Date ___________________ Signature
___________________________________________________________

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1

IN THE COURT OF COMMON PLEAS

C. Paul Tipps and :

VIDEOTAPED DEPOSITION OF THOMAS A. RANKIN

Taken at Bailey Cavalieri LLC

Bailey Cavalieri LLC

2 January 5, 2009, 10:18 a.m.

6 It is stipulated by counsel in attendance that

7 the deposition of Thomas A. Rankin, a witness

8 herein, called by the Plaintiffs for

9 cross-examination, may be taken at this time by

10 the notary pursuant to notice, that said

11 deposition may be reduced to writing in stenotypy

12 by the notary, whose notes may thereafter be

13 transcribed out of the presence of the witness;

14 that proof of the official character and

15 qualification of the notary is waived.

Plaintiff Exhibits Page

2 - Notice of federal tax lien 39

3 - Notice of federal tax lien 67

4 - SSC 12 Month Cash-Flow Report, 2006 206

5 - SSC 12 Month Cash-Flow Report, 2007 220

6 - SSC 12 Month Cash-Flow Report, 2007 231

7 - SSC 12 Month Cash-Flow Report, 2008 236

8 - SSC balance sheet, December 31, 2006 239

9 - State Street Partners Profit & Loss, 240

11 - State Street Consultants profit & loss, 242

2 record at 10:18. Would counsel please announce

4 MR. CVETANOVICH: Yes. My name is Dan

5 Cvetanovich. I'm with the Bailey Cavalieri law

6 firm of Columbus, Ohio, and I'm here on behalf of

8 MR. BEHAL: I'm Bob Behal. I'm here on

9 behalf of State Street Partners -- pardon me,

10 State Street Consultants, LLC, Neil S. Clark, and

11 NSC Consulting Corp.

12 MR. WEAVER: I'm Mark Weaver from the

13 Columbus law firm Isaac Brant, Ledman and Teetor.

14 I represent the witness, Thomas Rankin.

17 being first duly sworn, testifies and says as

19 MR. CVETANOVICH: Before I put the

20 question to the witness, Bob, I have a question

22 note that you're here on behalf of State Street

23 Partners. Do you intend to be here on behalf of

24 State Street Partners?

2 MR. CVETANOVICH: Yes, sir.

3 MR. BEHAL: Well, I don't think that

4 Paul has hired me to represent State Street

5 Partners, and he's the managing member, so --

6 managing partner, I should say.

7 MR. CVETANOVICH: You are right, and I

12 Q. Mr. Weaver, will you tell us your full

14 A. He's Mr. Weaver.

15 Q. Excuse me. Mr. Rankin -- we know

16 Mark's full name.

17 Mr. Rankin, will you tell us your full

20 Q. What does the A stand for?

22 Q. What is your date of birth?

24 Q. What is your residential address?

3 Q. Do you have any present plans to move

4 from that address?

6 Q. How long have you lived there?

7 A. Nine years, about.

8 Q. Have you ever been known by any names

9 other than Thomas A. Rankin?