1996 Paralegal of the Year
Sponsored by Post-it Tape Flags

Henry B. Pickens
Senior Attomey
Phone (303) 793-6505 Facsimile (303) 793-6707

August 8, 1996

Paralegal of the Year
Attn: Grete Krohn
60 South Sixth Street, Suite 2800
Minneapolis, MN 55402-4444

Dear Mr. or Ms. Grete:

I would like to recommend Lois Lake for 3M's 1996 Paralegal of the Year. She was my Paralegal on the Closing of the sale of rural telephone exchanges in the state of South Dakota. Lois prepared virtually all of the Closing Documents with little supervision on my part. She coordinated the closing schedule with the Buyers, their attorneys, and internal U S WEST employees in Sioux Falls. She set up the Closing room and conducted the closing process with as many as 4-10 people attending the closing for any one Buyer, including its officers, its attorney, and its Board of Directors.

Lois had direct interaction with the Buyers' attorneys and appropriately identified the issues which required my attention. In fact, Lois performed so well that one of the Buyers' attorneys sent a letter to our General Counsel stating that "I cannot begin to tell you how impressed I am with Ms. Lake's breadth of knowledge and overall performance. It is rare in our profession to meet and work with a star who shines as brightly as Lois."

It was a pleasure working with Lois on this transaction and she is deserving of the 1996 Paralegal of the Year award.

Very truly yours,
Henry B. Picken Esq.

Background. Recently, U S WEST, Inc. ("USW") sold fifty-five rural telephone exchanges to seventeen Buyers in the state of South Dakota. As Paralegal for U S WEST's Mergers and Acquisitions Group, I was given the task of preparing all documents necessary to transfer title to the properties from USW to the Buyers and obtaining all the required signatures on those documents at Closing. The transaotion was structured to require all Buyers to close contemporaneously.

Some of the documents necessary to transfer title included the Bill of Sale, settlement statement and wire transfer instructions, escrow disbursement instructions, certified board resolutions, certificates as to off'cer's representations and warranties, amendments and notices to the National Exchange Carrier Association, assignments of private easements and rights-of-way for each county, assignments of government and railroad permits, and assignments of on-going operating contracts. In all, there were over twenty-one types of documents to be prepared for each Buyer.

Identification of barriers. Each document required an original for the Buyer, an original for the Seller and, in some cases, an original for a third party such as the National Exchange Carrier Association. Some documents, such as the assignments of private easements and rightsof-way, required a notary acknowledgment so it could be filed at the county level.

Due to the number of Buyers, five days were scheduled for execution of documents, with approximately three Buyers scheduled per day. The transaction also required that original executed documents be delivered to each Buyer on the Closing Date. We did not receive certain third party agreements until the third day scheduled for execution of documents, thus we were missing the signatures of Buyers who had executed documents on the first two days and therefore, we had to obtain their signatures on the Closing Date when all Buyers arrived to pick up documents.

To complicate the situation even further, I work in a suburb of Denver and the Closing was in Sioux Falls, SD. The Buyers were scattered all over the state of South Dakota. Some had to drive six hours to attend the Closing. Thus, it was extremely difficult to obtain signatures at a later date, if necessary. All documents had to be prepared in advance so they could be packaged and shipped to Sioux Falls for the Closing. The only way I could manage this project was to color code everything and flag every location where a signature was required.

Quality execution. To manage the Closing, I took the following steps:

• Every Buyer was designated a specific color of folders for their documents.

• Every location that required a Buyer's signature had a red flag.

• Every location that required a Seller's signature had a green flag.

• Every location that required a Notary signature had a yellow flag.

• Every location that required a third party signature had a blue flag.

• Every box that was shipped was labeled on the outside indicating which Buyers' documents were enclosed and the date that Buyer was scheduled to execute documents.

• I prepared "Table Tags" for the Closing Table and placed them in the center of the Closing table. The Buyers' set of documents were placed on one side of the table and the Seller's set on the other side of the table.

Each party was instructed that they should not remove any flags or move any documents from their specified location. The Buyer and Seller started executing their set of documents at one end of the table (Buyer at red flags and Seller at green flags) and progressed to the other end of the table. Then the Buyer and Seller changed sides of the table and repeated the process executing the other set of documents. After the Buyer and Seller executed the documents, the Notary notarized all documents with a yellow flag. When the process was complete, the Notaries and I started at one end of the table and checked all documents for signatures in the appropriate places. When we verified that the document was executed, we removed the flags. Thus, it was very easy to identify any documents where a signature was missing so I could obtain it later. I retained any documents with a blue flag and sent them to the appropriate third party for execution after the Closing.

Results, As a result of the closing process that I developed, more than five hundred documents were fully executed by seventeen Buyers over a period of five days. Once all the documents were executed, the Buyers wire transferred the purchase price to USW, successfully completing the transaction.