DEBRA A. VALENTINE
General Counsel

SANDRA M. WILMORE
ALAIN SHEER
SUSAN M. STOCKS
Federal Trade Commission
601 Pennsylvania Avenue, N.W.
Rm. S-4019
Washington, D.C. 20580
(202) 326-3169

Attorneys for Plaintiff

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA

FEDERAL TRADE COMMISSION, Plaintiff,

v.

CAPITAL CITY MORTGAGE CORP., a Maryland corporation, and
THOMAS K. NASH, Defendants.

COMPLAINT FOR PERMANENT INJUNCTION
AND OTHER EQUITABLE RELIEF AND
MONETARY CIVIL PENALTIES

Plaintiff, the Federal Trade Commission ("Commission"), by its undersigned attorneys, alleges as follows:

JURISDICTION AND VENUE

1. This is an action under §§ 5(a), 5(m)(1)(A), 9, 13(b), 16(a), and 19 of the Federal Trade Commission Act ("FTC Act"), 15 U.S.C. §§ 45(a), 45(m)(1)(A), 49, 53(b), 56(a), and 57b, § 108(c) of the Truth in Lending Act ("TILA"), 15 U.S.C. § 1607(c), § 814(a) of the Fair Debt Collection Practices Act ("FDCPA"), 15 U.S.C. § 1692l(a), and § 704(c) of the Equal Credit Opportunity Act ("ECOA"), 15 U.S.C. § 1691c(c), to secure permanent injunctive relief and other equitable relief, including rescission, restitution, and disgorgement, against defendants for engaging in unfair or deceptive acts or practices in violation of § 5(a) of the FTC Act, as amended, 15 U.S.C. § 45(a), and acts or practices in violation of the TILA, 15 U.S.C. §§ 1601-1666j, and its implementing Regulation Z, 12 C.F.R. § 226, and the FDCPA, 15 U.S.C. § 1692, and to obtain a monetary civil penalty for violations of the ECOA, 15 U.S.C. § 1691, and its implementing Regulation B, 12 C.F.R. § 202.

2. This Court has subject matter jurisdiction over this matter pursuant to 28 U.S.C. §§ 1331, 1337(a), 1345, and 1355, and 15 U.S.C. §§ 45(a), 45(m)(1)(A), 49, 53(b), 56(a), 57b, 1607(c), 1692l(a), and 1691c(c).

3. Venue is proper in the United States District Court for the District of Columbia under 28 U.S.C. § 1391(b) and (c), 1395(a), and 15 U.S.C. § 53(b).

DEFINITIONS

4. As used in reference to the TILA, the terms "advertisement," "amount financed," "annual percentage rate" ("APR"), "closed-end credit," "consumer," "consumer credit," "creditor," "dwelling," "finance charge," "payment schedule," "security interest," and/or "total of payments" are defined in §§ 103 and 128 of the TILA, 15 U.S.C. §§ 1602 and 1638, and §§ 226.2, 226.4, and 226.18 of Regulation Z, 12 C.F.R. §§ 226.2, 226.4, and 226.18. As used in reference to the FDCPA, the terms "creditor," "debt," and "debt collector" are defined in § 803 of the FDCPA, 15 U.S.C. § 1692a. As used in reference to the ECOA, the terms "adverse action," "applicant," "application," and "creditor" are defined in § 702 of the ECOA, 15 U.S.C. § 1691a, and Regulation B, 12 C.F.R. § 202.2.

5. "Loan instrument" means the legal obligations between defendants and a borrower that are created in extending credit.

6. "Monthly payment" means a monthly or other periodic payment a borrower must make under the loan instrument to repay the loan principal, pay interest on the principal, and, if necessary, fund escrow accounts for insurance and/or real estate taxes.

7. "Overdue balance" means the sum a borrower must pay under the loan instrument to bring current a loan.

8. "Arrears" means a sum which, pursuant to the loan instrument, is owed by a borrower but not claimed due by defendants until the loan is paid off or foreclosed upon.

9. "Service fees" means fees for late payments, inspections, courier services, appraisals, legal services, reinstatement, penalties for "no insurance," and other penalties and fees which a borrower must pay when billed by defendants.

10. "Advances" means expenses that defendants incurred which a borrower must pay when billed by defendants.

11. "Pay-off amount" means the sum a borrower must pay under the loan instrument completely to extinguish a loan.

12. "Loan payments" incorporates by reference the "monthly payment," "overdue balance," "arrears," "service fees," "advances," "pay-off amount," "annual percentage rate," "finance charge," "amount financed," "total of payments," and/or "payment schedule."

13. "Loan terms" means the terms of a loan instrument, including, but not limited to, the duration of the loan in years, the interest rate, whether the loan is amortizing or interest-only, the terms of default, the requirements for reinstatement, the monthly payment, and the amounts of service fees.

THE PARTIES

14. The Commission is an independent agency of the United States Government given statutory authority and responsibility by the FTC Act, as amended, 15 U.S.C. §§ 41-58. The Commission is charged, inter alia, with enforcing § 5(a) of the FTC Act, 15 U.S.C. § 45(a), which prohibits unfair or deceptive acts or practices in or affecting commerce, the TILA, 15 U.S.C. §§ 1601-1666j, which grants to consumers certain substantive rights in credit transactions, the FDCPA, 15 U.S.C. § 1692, which prohibits certain debt collection practices, and the ECOA, 15 U.S.C. § 1691, which prohibits certain forms of discrimination in credit transactions. The Commission is authorized by § 13(b) of the FTC Act, 15 U.S.C. § 53(b), the TILA, 15 U.S.C. §§ 1601-1666j, and the FDCPA, 15 U.S.C. § 1692, respectively, to initiate court proceedings to enjoin violations of the FTC Act, the TILA and Regulation Z, and the FDCPA and to secure such equitable relief as may be appropriate in each case. The Commission also is authorized by the FTC Act, 15 U.S.C. § 45(m)(1)(A), and the ECOA, 15 U.S.C. § 1691c(c), to initiate court proceedings to obtain a civil penalty for violations of the ECOA if the Attorney General does not file within 45 days of the Commission's referral the Commission's complaint alleging violations of the ECOA and Regulation B.

15. Defendant Capital City Mortgage Corp. ("Capital City") is a for-profit corporation organized, existing, and doing business under the laws of the State of Maryland. Its principal place of business is at 1223 11th Street, N.W., Washington, D.C. 20001. Capital City transacts business in this District.

16. Defendant Thomas K. Nash ("Nash") is an individual who transacts business in this District. He is President and sole shareholder of Capital City, and directs, supervises, controls, formulates, and participates in the acts or practices of defendant Capital City, including those acts or practices complained of herein. Nash's principal place of business is the same as Capital City's.

DEFENDANTS' BUSINESS

17. Defendants maintain a substantial course of trade in offering and extending credit to consumers and others, including, but not limited to: (1) consumer credit transactions in which defendants acquire or retain a security interest in a borrower's dwelling and (2) business credit transactions in which defendants sometimes acquire a security interest in an applicant's dwelling or other real property.

18. In many instances, defendants' borrowers are minority and/or elderly persons living on fixed or low incomes in Washington, D.C., Maryland, and Virginia, who borrow primarily for personal, family, or household purposes.

19. Defendants find borrowers by word-of-mouth, advertisements, and other solicitations. They often qualify borrowers for loans not on creditworthiness but on equity in property. They fund the loans using their own monies and monies from other sources and service all the loans, including, but not limited to, monitoring all payments, maintaining books of account, taking action to collect on loans in default, and selling or transferring the loans to others. In connection with offering and extending credit, each defendant has been the creditor on a number of loans.

20. In offering credit, defendants routinely have represented to prospective borrowers material facts about loan terms, including, but not limited to: the term of the loan in years; the terms of default; whether it is an amortizing loan or an interest-only balloon loan; the interest rate; the monthly payment; that borrowers will have access to records of their loan accounts, including that an annual escrow accounting will be provided; and that as long as a borrower complies with the terms of the loan, defendants will not take title to the property securing the loan.

21. After extending credit, defendants do not provide borrowers with coupon books or payment books setting out the amounts and due dates of loan payments. Instead, defendants routinely have sent borrowers monthly or periodic statements ("monthly statements") purporting to represent the loan payment due under the loan instrument.

22. Defendants' finance charges on their loans include, but are not limited to, interest rates that generally have ranged between 20 and 24 percent for loans secured by home equity and between 9 and 12 percent for purchase money loans. In many instances, defendants' loans are interest-only balloon loans rather than amortizing loans.

23. In the course and conduct of offering and extending credit and throughout the duration of their loans, defendants have engaged in acts or practices having the result that a number of borrowers were overcharged on their loans, were defaulted, and often had title to their homes or other property impaired or completely lost title to their homes or other property and their equity therein, and of which the following are illustrative:

(a) in offering credit, defendants represented a loan was an amortizing loan when, in fact, it was an interest-only balloon loan;

(b) in offering credit, defendants represented there would be only a slight difference between the loan payment on an existing loan and on a new loan consolidating the existing loan and providing new funds, when, in fact, the new loan payment was substantially higher and exceeded the monthly income disclosed in the borrower's loan application;

(c) defendants represented that a borrower's loan payment was higher than it should have been under the loan instrument, by demanding that the borrower:

(1) pay for utility services that were provided not to the borrower but to defendants;

(2) pay a litter control charge imposed by government on defendants or a related entity before the borrower purchased the property from defendants or the related entity; and

(3) pay a "no-insurance" penalty of one percent of the outstanding loan balance when defendants were to provide insurance or the borrower timely had purchased appropriate insurance;

(d) defendants collected real estate tax escrow payments from a borrower, failed to pay the taxes, and then represented to the borrower, a church, that they had paid the taxes;

(e) defendants refused to explain overcharges, such as set forth above, to borrowers who asked for explanations;

(f) defendants initiated foreclosure proceedings after a borrower did not pay overcharges, such as set forth above, and obtained title by foreclosing or taking a deed in lieu thereof;

(g) without notice to a borrower, defendants added various charges to arrears or the loan principal, thereby accruing compound interest on these amounts at the note rate and increasing the borrower's pay-off amount;

(h) after receiving a payment sufficient to pay-off a borrower's loan, defendants refused to release their lien on the borrower's property without further payment by the borrower;

(i) defendants refused to reinstate a borrower after the borrower paid defendants' designated reinstatement fee; and

(j) after loaning funds to buy and remodel a property, defendants withheld remodeling funds from a borrower while collecting loan payments sufficient to repay the full amount of the loan.

24. Defendants often have foreclosed upon properties securing their loans. After foreclosing, defendants have bought the foreclosed-upon property at the foreclosure auction at which they were the only bidder, for a price substantially less than appraised value. Defendants then resold the property, and the foreclosed-upon borrower did not receive the surplus from the resale.

25. Defendants' course of trade is in or affecting commerce, as "commerce" is defined in § 4 of the FTC Act, 15 U.S.C. § 44.

VIOLATIONS OF SECTION FIVE OF THE FTC ACT

COUNT I

26. In the course and conduct of offering and extending credit, defendants have represented, expressly or by implication, that the terms on which credit was granted would be the same terms on which credit was offered.

27. In truth and in fact, in a number of instances, because of practices such as those described in Paragraphs 17 through 23, above, the terms on which credit was granted were not the same terms on which credit was offered. Therefore, the representation set forth in Paragraph 26, above, was, and is, false and misleading.

COUNT II

28. In the course and conduct of offering and extending credit and throughout the duration of their loans, defendants have represented, expressly or by implication, that loan payments comply with and are accurate under the loan instrument.

29. In truth and in fact, in a number of instances, because of practices such as those described in Paragraphs 17 through 23, above, defendants' representations of loan payments do not comply with or are not accurate under the loan instrument. Therefore, the representations set forth in Paragraph 28, above, were, and are, false and misleading.

COUNT III

30. In the course and conduct of offering and extending credit and throughout the duration of their loans, defendants have represented, expressly or by implication, that they possessed and relied on a reasonable basis substantiating their representations that loan payments comply with and are accurate under the loan instrument.

31. In truth and in fact, in a number of instances, defendants did not possess and rely on a reasonable basis substantiating their representations that loan payments comply with and are accurate under the loan instrument. Therefore, the representations set forth in Paragraph 30, above, were, and are, false and misleading.

COUNT IV

32. In the course and conduct of offering and extending credit and throughout the duration of their loans, defendants have represented, expressly or by implication, that they will maintain and provide to borrowers accurate records of borrower accounts.

33. In truth and in fact, in a number of instances, defendants did not maintain and provide to borrowers accurate records of borrower accounts. Therefore, the representations set forth in Paragraph 32, above, were, and are, false and misleading.

COUNT V

34. In the course and conduct of offering and extending credit and throughout the duration of their loans, defendants have represented, expressly or by implication, that they will not give notice of an intent to take or take title to a secured property from a borrower while the borrower was complying with the loan instrument.

35. In truth and in fact, in a number of instances, defendants have given notice of an intent to take or have taken title to a secured property from a borrower while the borrower was complying with the loan instrument. Therefore, the representations set forth in Paragraph 34, above, were, and are, false and misleading.

COUNT VI

36. In the course and conduct of offering and extending credit, defendants in a number of instances: (a) failed to disburse loan proceeds to borrowers; and (b) required borrowers either to pay monies not due under their loan instrument or by operation of law, or suffer impairment or clouding of title to the home or other property securing their loan and/or lose title to their home or other property and the equity therein.

37. Defendants' acts and practices set forth in Paragraph 36, above, have caused substantial injury to consumers which is not reasonably avoidable by consumers themselves and not outweighed by countervailing benefits to consumers or to competition.

38. By engaging in the acts or practice set forth in Paragraphs 26, 28, 30, 32, 34, and 36, above, defendants have engaged in unfair or deceptive acts or practices in violation of §§ 5(a) and (n) of the FTC Act, 15 U.S.C. §§ 45(a) and (n).

VIOLATIONS OF THE TRUTH IN LENDING ACT

39. Defendants are "creditors" as that term is defined in § 103 of the TILA, 15 U.S.C. § 1602, and § 226.2(a)(17) of Regulation Z, 12 C.F.R. § 226.2(a)(17), and therefore are required to comply with the applicable provisions of the TILA and Regulation Z.

COUNT VII

40. In the course and conduct of offering and extending credit, defendants in many instances violated the requirements of the TILA and Regulation Z in the following and other respects:

(a) by failing to identify the creditor in violation of § 128 of the TILA, 15 U.S.C. § 1638, and § 226.18(a) of Regulation Z, 12 C.F.R. § 226.18(a);

(b) by stating a rate of finance charge without disclosing the "annual percentage rate" or "APR" in violation of § 144 of the TILA, 15 U.S.C. § 1664, and § 226.24(b) of Regulation Z, 12 C.F.R. § 226.24(b);

(c) by failing to make required TILA disclosures before consummating a consumer credit transaction in violation of §§ 121 and 128 of the TILA, 15 U.S.C. §§ 1631 and 1638, and §§ 226.17 and 226.18 of Regulation Z, 12 C.F.R. §§ 226.17 and 226.18;

(d) by failing to make required TILA disclosures in the required manner and form before consummating a consumer credit transaction in violation of §§ 121 and 128 of the TILA, 15 U.S.C. §§ 1631 and 1638, and §§ 226.17 and 226.18 of  Regulation Z, 12 C.F.R. §§ 226.17 and 226.18;

(e) by failing timely to make or correct certain "good faith" disclosures in violation of § 226.19 of Regulation Z, 12 C.F.R. § 226.19;

(f) by understating the disclosed finance charge in violation of § 128 of the TILA, 15 U.S.C. § 1638, and § 226.18(d) of Regulation Z, 12 C.F.R. § 226.18(d);

(g) by overstating the amount financed in violation of § 128 of the TILA, 15 U.S.C. § 1638, and § 226.18(b) of Regulation Z, 12 C.F.R. § 226.18(b);

(h) by understating the disclosed annual percentage rate in violation of § 128 of the TILA, 15 U.S.C. § 1638, and § 226.18(e) of Regulation Z, 12 C.F.R. § 226.18(e);

(i) by failing to disclose or accurately disclose the "payment schedule" or the "total of payments," including but not limited to failing to disclose a balloon payment, in violation of § 128 of the TILA, 15 U.S.C. §§ 1638, and §§ 226.18(g) and (h) of Regulation Z, 12 C.F.R. §§ 226.18(g) and (h); and

(j) by making disclosures that do not reflect accurately the legal obligation between the parties in violation of § 128 of the TILA, 15 U.S.C. §§ 1638, and § 226.17(c) of Regulation Z, 12 C.F.R. § 226.17(c).

41. Pursuant to § 108(c) of the TILA, 15 U.S.C. § 1607(c), every violation of the TILA and Regulation Z constitutes a violation of the FTC Act.

42. Therefore, by engaging in the violations of the TILA and Regulation Z set forth in Paragraph 40, above, defendants also have engaged in unfair or deceptive acts or practices in violation of § 5(a) of the FTC Act, 15 U.S.C. § 45(a).

VIOLATIONS OF THE FAIR DEBT COLLECTION PRACTICES ACT

43. In the course and conduct of offering and extending credit, Nash, as creditor, occasionally has endorsed a loan in default over to Capital City for collection.

44. In the course and conduct of offering and extending credit, Eric Sanne, Capital City's general counsel, has sent to Capital City borrowers debt collection letters that identified him as an attorney but not as a Capital City employee.

45. Capital City and Nash, as the person controlling the acts and practices of Capital City, are both "debt collectors" as these terms are defined in § 803 of the FDCPA, 15 U.S.C. § 1692a, and therefore are required to comply with the applicable provisions of the FDCPA.

COUNT VIII

46. Defendants in many instances violated the requirements of the FDCPA, in the following and other respects: (a) by making false and misleading representations such as those alleged in Paragraphs 23 and 44, above, in violation of § 807 of the FDCPA, 15 U.S.C. § 1692e; and (b) by engaging in unfair or unconscionable debt collection practices such as those alleged in Paragraph 23, above, in violation of § 808 of the FDCPA, 15 U.S.C. 1692f.

47. Pursuant to § 814(a) of the FDCPA, 15 U.S.C. § 1692l(a), every violation of the FDCPA constitutes a violation of the FTC Act.

48. Therefore, by engaging in the violations of the FDCPA set forth in Paragraph 46, above, defendants also have engaged in unfair or deceptive acts or practices in violation of § 5(a) of the FTC Act, 15 U.S.C. § 45(a).

VIOLATIONS OF THE EQUAL CREDIT OPPORTUNITY ACT49.

Defendants are "creditors" as that term is defined by § 702(e) of the ECOA, 15 U.S.C. § 1691a(e), and § 202.2(l) of Regulation B, 12 C.F.R. § 202.2(l), and therefore are required to comply with the applicable provisions of the ECOA and Regulation B, 12 C.F.R. § 202.

COUNT IX

50. In the course and conduct of offering and extending credit, defendants in many instances violated the requirements of the ECOA and Regulation B in the following and other respects:

(a) by failing to take a written application for credit primarily for the purchase or refinancing of a dwelling occupied or to be occupied by the applicant as a principal residence, where the extension of credit will be secured by the dwelling, in violation of § 202.5(e) of Regulation B, 12 C.F.R. § 202.5(e);

(b) by taking a written application for credit primarily for the purchase or refinancing of a dwelling occupied or to be occupied by the applicant as a principal residence, where the extension of credit will be secured by the dwelling, but failing to do the following in violation of §§ 202.13(a),(b), and (c) of Regulation B, 12 C.F.R. §§ 202.13(a),(b), and (c):

(1) request as part of the application the following information about the applicant(s):

(i) race or national origin, using the categories American Indian or Alaskan native; Asian or Pacific Islander; Black; White; Hispanic; or Other (Specify);

(ii) sex;

(iii)marital status, using the categories Married, Unmarried, and Separated; and

(iv) age;

(2) list questions regarding the race or national origin, sex, marital status, and age on the application form or on a separate form that refers to the application;

(3) note the race or national origin and sex of the applicant(s) on the basis of visual observation or surname when the applicant chose not to provide the information or any part of it; or

(4) inform the applicant(s) that:

(i) the information regarding race or national origin, sex, marital status, and age is being requested by the federal government for the purpose of monitoring compliance with federal statutes that prohibit creditors from discriminating against applicants on those bases; or

(ii) if the applicant(s) chooses not to provide the information, the creditor is required to note the race or national origin and sex of the applicant(s) on the basis of visual observation or surname;

(c) by failing to provide applicant(s) for credit with written notification of adverse action on an application in violation of § 701(d) of the ECOA, 15 U.S.C. § 1691(d), and § 202.9(a) of Regulation B, 12 C.F.R. § 202.9(a); and

(d) by providing written notification of adverse action on an application for credit, but failing to provide the applicant(s) with: (1) the correct principal reasons for the action taken; or (2) the correct name and address of the federal agency that administers compliance with the ECOA with respect to defendants, in violation of § 701(d) of the ECOA, 15 U.S.C. § 1691(d), and §§ 202.9(a) and (b) of Regulation B, 12 C.F.R. §§ 202.9(a) and (b).

51. Pursuant to § 704(c) of the ECOA, 15 U.S.C. § 1691c(c), every violation of the ECOA and Regulation B constitutes a violation of the FTC Act.

52. Therefore, by engaging in the violations of the ECOA and Regulation B set forth in Paragraph 50, above, defendants also have engaged in unfair or deceptive acts or practices in violation of § 5(a) of the FTC Act, 15 U.S.C. § 45(a).

CIVIL PENALTY

53. Defendants have violated the ECOA and Regulation B, as described in Paragraph 50, above, with knowledge as set forth in § 5(m)(1)(A) of the FTC Act, 15 U.S.C. § 45(m)(1)(A).

54. Each application, during the five years preceding the filing of this complaint, with respect to which defendants have violated the ECOA and Regulation B in one or more of the ways described above constitutes a separate violation for which plaintiff seeks a monetary civil penalty.

55. Section 5(m)(1)(A) of the FTC Act, 15 U.S.C. § 45(m)(1)(A), authorizes this Court to award a monetary civil penalty of not more than $11,000 for each such violation of the ECOA and Regulation B.

CONSUMER INJURY

56. Borrowers have suffered, and will continue to suffer, substantial injury as a result of defendants' violations of § 5(a) of the FTC Act, the TILA, the FDCPA, and the ECOA, as set forth above.

THIS COURT'S POWER TO GRANT RELIEF

57. This Court has authority pursuant to § 13(b) of the FTC Act, 15 U.S.C. § 53(b), § 108(c) of the TILA, 15 U.S.C. § 1607(c), § 814(a) of the FDCPA, 15 U.S.C. § 1692l(a), and its own inherent equitable powers, to grant injunctive relief to prevent and remedy violations of any provision of law enforced by the FTC.

Section 5(m)(1)(A) of the FTC Act, 15 U.S.C. § 45(m)(1)(A),  and § 704(c) of the ECOA, 15 U.S.C. § 1691c(c), empower this Court to impose a civil monetary penalty for violations of the ECOA and Regulation B. Defendants' violations of § 5(a) of the FTC Act, the TILA, the FDCPA, and the ECOA have, in fact, injured borrowers and, absent injunctive and other relief by this Court, are likely to continue to injure borrowers and harm the public interest.

PRAYER FOR RELIEF

WHEREFORE, plaintiff respectfully requests that this Court, as authorized by §§ 5(a), 5(m)(1)(A), 9, 13(b), and 19 of the FTC Act, 15 U.S.C. §§ 45(a), 45(m)(1)(A), 49, 53(b), and 57b, §108(c) of the TILA, 15 U.S.C. § 1607(c), § 814(a) of the FDCPA, 15 U.S.C. § 1692l(a), and § 704(c) of the ECOA, 15 U.S.C. § 1691c(c), and pursuant to its own inherent equitable powers:

(a) Enter judgment against defendants and in favor of plaintiff for each violation charged in the complaint;

(b) Permanently enjoin and restrain defendants from violating § 5(a) of the FTC Act in connection with offering and extending credit and any provision of the TILA and Regulation Z, the FDCPA, and the ECOA and Regulation B;

(c) Find the defendants jointly and severally liable for redress to all borrowers who were injured as a result of defendants' violations of § 5(a) of the FTC Act, the TILA, the FDCPA, and the ECOA;

(d) Award such relief as the Court deems necessary to prevent unjust enrichment and to redress borrower injury resulting from defendants' violations of § 5(a) of the FTC Act, the TILA, and the FDCPA, including, but not limited to, rescission of contracts, the refund of monies paid, and disgorgement of ill-gotten gains;

(e) Award plaintiff monetary civil penalties for each of defendants' violations of the ECOA and Regulation B; and

(f) Award plaintiff its costs of bringing this action, as well as such other additional equitable relief as the Court may determine to be just and proper.

Respectfully submitted,

DEBRA A. VALENTINE
General Counsel

________________________
SANDRA M. WILMORE

__________________________
ALAIN SHEER

__________________________
SUSAN M. STOCKS

Federal Trade Commission
601 Pennsylvania Avenue, N.W.
Room S-4019
Washington, D.C., 20580
(202) 326-3169

Dated: ___________