IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DEL A WARE

In re:

) ) ) ) ) ) )

Chapter 11

WOLVERINE TUBE, INC., ET AL.,

Case No. 10-13522 (PJW) (Jointly Administered)

Debtors.

Defendants.

) ) ) ) ) ) ) ) ) ) ) )

Adv. Pro. _

JOHN WUST III

Plaintiff,

v.

PLAINFIELD ASSET MANAGEMENT, LLC and THE ALPINE GROUP, INC.

COMPLAINT

John Wust III, a pro se plaintiff, hereby files this Complaint against Plainfield Asset

Management, LLC and The Alpine Group, Inc., and alleges that:

I.

PRELIMINARY STATEMENT

1. The proposed First Amended Joint Plan should not be approved because the Court

should subordinate the insider creditor claims within the context of the Bankruptcy Code, as

defined under 11 U.S.C. § 510(c), in order to remedy the specific harm to the equity interests of

the Common Stockholders from egregious inequitable conduct by Plainfield Asset Management,

------ --

LLC and its Affiliates ("Plainfield") and The Alpine Group, Inc. and its affiliates (including, but

not limited to Exeon, Inc.) ("Alpine"), as controlling parties or "insiders" of the Debtors.

II.

PROCEDURAL BACKGROUND

2. On November 1, 2010, Wolverine Tube, Inc. and four affiliates (collectively, the

"Debtors") filed for chapter 11 bankruptcy protection in this Court. This Court ordered joint

administration of the Debtors' chapter 11 cases for procedural purposes under Case No. 10-

13522 (PJW).

3. On April 13, 2011, the Debtors' proposed First Amended Joint Plan of

Reorganization ("Joint Plan") was filed.

4. A hearing before this Court regarding the Joint Plan and any related objections is

scheduled for June 2, 2011.

III.

PARTIES

5. John Wust III ("Wust") is an individual who resides in Brooklyn Park, Minnesota.

Wust is a common stockholder of Wolverine Tube, Inc. who owns 1,500,000 shares. Wust

purchased his shares from August 17, 2006 through November 1, 2010 at a total price of

$495,874.16.

6. Alpine is a corporation organized under the laws of the State of Delaware with

principal offices at One Meadowlands Plaza, Suite 801, East Rutherford, New Jersey.

7. Plainfield is a limited liability company organized under the laws of the State of

Delaware with principal offices at 333 Ludlow Street, Stamford, Connecticut.

IV.

RELATED INDIVIDUALS

2.

8. Harold M. Karp is the President and COO of the Debtors, and was also the

President of Exeon, Inc. an affiliate of Alpine.

9. David A. Owen is Senior Vice President, Chief Financial Officer and Secretary

of the Debtors, shareholder of Alpine and was also the Chief Financial Officer of Exeon, Inc. an

affiliate of Alpine.

10. K. Mitchell Posner is a Director of the Debtors and also was the Executive Vice

President of Alpine.

11. Steven Solomon Elbaum is a Director of Debtors and the Chairman and Chief

Executive Officer of Alpine.

12. Brett Young is a Director of the Debtors and a Director of Plainfield.

13. Max Holmes is the founder, majority owner and chief investment officer of

Plainfield and a 10% Owner of Plainfield Special Situations Master Fund Ltd.

V.

FACTUAL BACKGROUND

A. Preferred Stock Purchase Agreement

14. On January 31, 2007, the Debtors entered into a Preferred Stock Purchase

Agreement (the "Preferred Stock Purchase Agreement") with Alpine and Plainfield (together, the

"Purchasers"), which included a Management Agreement (the "Alpine Agreement") in which

Alpine was paid a management fee in the amount of $1 ,250,000 per year by the Debtors.

15. The Purchasers controlled over 49% of the voting rights at all times from January

31, 2007 thru December 14, 2009. The Purchasers were granted the right to designate an

aggregate of four (4) nominees ("Purchaser Designees") of the total of not more than seven (7)

members, and the Debtors agreed to use reasonable efforts to ensure that at least four (4)

Purchaser Designees remained on the Board at all times.

3

B. Debtors' Bankruptcy Proceedings

16. The Debtors have submitted to the Court a Joint Plan to protect insider Claims

and Interests to the detriment of other Claims and Interests. The fulcrum security in the Joint

Plan is Class 3 (Plainfield Note Claims): holders of allowed Note Claims shall receive their Pro

Rata share of 100% of the New Common Stock, the New First Lien, and a distribution of Cash.

Alpine is contractually paid under the "Alpine Management Agreement" and receives an

embedded "Liquidity Event" payment, which is a contingency equity Interest. The insiders

control designation of four of the newly organized Board of Directors.

17. The Joint Plan completely impairs the Class 7 (Old Common Stock): on the

Effective Date, all Old Common Stock shall be cancelled, and Holders of Old Common Stock

Interests shall not receive or retain any Property under the Plan on account of such Old Common

Stock Interest.

VI.

MISCONDUCT ALLEGED

A. Plainfield engaged in fraud, breached its fiduciary duty and violated federal securities laws

18. Plausible material evidence of inequitable conduct, including but not limited to

multiple intentional violations of u.S. securities laws, intentional initial undercapitalization, the

use of non-public information to the detriment of Common Stockholders in the Preferred Stock

Agreement and the Rights Offering, and fraudulent transfers has been presented to the Court.

19. The Preferred Stock Purchase Agreement failed to disclose the actual face value

of the 7.375% Senior Notes due 2008 owned by Plainfield Special Situations Master Fund Ltd.

The ownership was disclosed only as Purchasers and the value was disclosed only as at least

$25,000,000. The actual value of this hedge position was $38,300,000, which was not disclosed

4

until March 10, 2008. This intentional act of omission of a material fact by Plainfield in connection with a tender offer was a violation of the Securities Exchange Act of 1934.

20. The Preferred Stock Purchase Agreement failed to disclose that Plainfield Special

Situations Master Fund Limited was the owner of an additional material hedge position in the amount of $9,863,000 of the Debtors 10 Y2% Senior Notes due 2009 (CUSIP No. 978093AE2). This position was not disclosed until February 25,2009.

21. Plainfield failed to disclose the material fact that Plainfield routinely promised

investors in their hedge fund a 15% rate of return.

22. Plainfield failed to disclose their intent to provide rescue financing only, rather

than the documented intent of "for investment purposes" listed in the Preferred Stock Agreement.

23. The Purchasers did not disclose their unusual and extraordinary financial intent to

rapidly liquidate the Debtors assets.

24. Plainfield did not disclose their intent of converting their Note position into an

equity or cash position within three years.

25. The Purchasers inadequately and intentionally undercapitalized the Debtors under

the conditions of their undisclosed financial plan to rapidly liquidate the Debtors assets.

26. The Purchasers did not disclose their prior client relationship between Niv

Harizman and Harold M. Karp during the negotiation of the Preferred Stock Agreement.

27. Plainfield did not disclose their egregious "trade idea" of an inverted equity

collar; acquiring control of the Debtors to intentionally design a financially unstable or "transformational" company that would either extraordinarily outperform its peers to deliver "equity ups", or under "Plan B" enter bankruptcy by design with Plainfield holding the

"fulcrum" security.

5

28. Plainfield extended a Rights Offering with the full knowledge of their undisclosed

"trade idea" that virtually guaranteed a bankruptcy by design that would cancel of all the equity

Interests of the Common Stock.

29. The Toll Manufacturing Agreement, ("Toll Agreement"), between the Debtors

and Exeon, Inc., resulted in decreased income and profitability for the Debtors. This agreement

created a balance sheet diversion of millions of dollars of revenue and at least $447,000 in profits

in the first quarter of 2010, away from the Debtors to a fully owned subsidiary of Alpine, in

violation of 11 U.S.C. § 548(a)(1 )(B).

30. Acquiring a controlling interest in a company, and cancelling the equity interest

of other investors using the Bankruptcy Code is a pattern of financial behavior for Plainfield.

31. This fact pattern is consistent with a premeditated, tortuous investment intent or

"trade idea" of Plainfield to: (1) intentionally undercapitalize the Debtors; (2) use the Common

Stock equity, cash from the sale of additional Common Stock, and rapid asset liquidation to pay

down any competing Class 3 (Note Claims); (3) use its controlling position as a Note Holder and

insider of the Debtor to extract extraordinary interest (15%) to create the financial instability

required to force a "transformational" event (either an urgent sale "equity ups" or default "Plan

B"); (4) if default, use the Bankruptcy Code to cancel the equity Interests of the Common Stock;

and (5) recapture the retail investors' equity either for financial gain or to mitigate any financial

loss in the future sale of the debt free reorganized Debtors.

B. Plainfield's claims should be subordinated under Section S10(c) of the Bankruptcy Code

32. Equitable subordination allows the Court to look beyond the form of a dispute or

transaction to its substance, and to rearrange the priorities of Claims based on the conduct of the

creditors in "common law fashion."

6

33. Insiders are held to a higher standard of fidelity, and the insiders' dealings with

the Debtor should be subjected to more exacting scrutiny.

34. The Purchasers were insiders as defined by the Bankruptcy Code as a "person in

control of the Debtor" with "voting rights." 28 U.S.C. §101(31)(vi).

35. Plainfield was a person in control of the Debtor, had voting rights, did seek to

benefit itself at the expense of others, did mislead public investors and did not act in good faith, therefore exceeding the necessary criteria for the drastic and unusual remedy of equitable subordination under 11 U.S.c. § 510(c)(i).

36. Plainfield should only be able to rescue their Note Claims from subordination or

recharacterization by proving beyond doubt to the Court its good faith and fairness in its dealings with the Debtors and the retail investors of the Debtor. Moreover, once some inequity is demonstrated vis-a-vis an insider, the insider has the burden of proof in demonstrating the underlying fairness of the transaction(s).

37. The Joint Plan fails to remedy the specific harm to the retail investors caused by

the inequitable conduct of the Purchasers. The inequitable conduct caused specific harm in the amounts of $16,500,000 and $27,995,498 respectively to the equity Interests of the Common Stockholders that existed at the time of the Preferred Stock Purchase Agreement and the cash value of the Common Stock sold in the Rights Offering.

38. The Plainfield Note Claims (Class 3) are the "fulcrum" security in the Joint Plan

were obtained prior to the Preferred Stock Purchase Agreement, were a voluntary risk investment transaction contractually exchanged for Senior Notes due in 2009 in the "Preferred Stock Purchase Agreement" or acquisition event, and then voluntarily exchanged again for the Note Claims in the "Exchange Offer."

7

39. The substance of this complicated series of transactions was to "not to pay a

dividend" but to "make an acquisition." Acquisitions are equity transactions by definition. The

Eleventh Circuit in Estes v. N & D Properties. Inc. held that insider loans should be deemed

capital contributions under circumstances of: (1) initial undercapitalization; or (2) when no other

disinterested lender would have extended credit.

40. The (Class 3) Note Claims of Plainfield, whose substance and intent was an

acquisition event, may be deemed equity capital by law.

41. As a result of Plainfield's improper conduct, the Court should apply its authority

under § SI0(c) to equitably subordinate Plainfield's claims.

VII.

PRAYER

For the forgoing reasons, Wust, a pro se plaintiff, respectfully requests that this Court

stay confirmation of the proposed Joint Plan of Reorganization of Wolverine Tube, Inc. until this

matter may be heard. Plaintiff further respectfully requests that this Court enter an order of

judgment:

1. Recharacterizing either all or part the Plainfield Note Claims (Class 3) as equity capital

(Class 6 or 7) and/or equitably subordinate either all or part of the Plainfield's Note Claims

(Class 3) and all Interests (Classes 6 & 7) and all of the Alpine Interests (Classes 6 & 7) to the

status of equity capital (Class 7) on a pari passu basis with the Common Stockholder Interests;

2. Avoiding the fraudulent transfers to Alpine in the "Toll Agreement";

3. Removing the Assumption of Alpine Agreements clause, Joint Plan, Section 9.3 with its

Alpine payments and embedded Liquidity Event payment which is a contingency equity Interest

; and

8

4. Modifying the first sentence of the Board of Directors of Reorganized Debtors clause,

Joint Plan, Section SA, to "On the Effective Date, the board of directors of Reorganized WTI

shall be composed of a newly organized five member board of directors selected by the US

Trustee."

Dated: May 20, 2011 Brooklyn Park, MN

Respectfully submitted,

J. HN 8T III

260891 st Crescent North Brooklyn Park, MN 55443 (763) 438-8315

jwust@obgynconsult.com

9

B 104 ADVERSARY PROCEEDING COVER SHEET ADVERSARY PROCEEDING NUMBER
(Rev. 5.00) (Instructions on Reverse) (Cou rt Us e On Iy)
PLAINTIFFS DEFENDANTS
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NATURE OF SUIT
(Chec k lhe one mas l appropriate j _454 To Rec over Money or Prop erty _435 To Determ ine Validity, Priority, or Extent of a Lien or Other ~terest in Property

_458 To obtain app roval for the sale of both the interest of the estae and of a co-owner in property

_ 424 To object or to revoke a discharge 11 U.S.C. § 727

ORIGIN OF X 1 0 riginal

PROCEEDINGS

Proceedilg

(Check One Box 0 nly)

_455 To revoke an order of confirm ation of a Chap. 11, Chap. 12, or Chap. 13 Plan

_426 To determ ine the disc hargeability of a debt 11 U.S.C. §523

_434 To obtain an inju nction or other equitable relief

~ 457 To s ubordin ate any allowed claim or ilterest except where such subordin ation is provided in a plan

_2 Removed

4 Reinstaed

__ 456 To obtail a declaratory judgment relating to any of foregoing,causes of action

_459 To determ ine !i,~laim or cat!.'Se of acton remoli~!9. a bankruptcy

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DEMAND

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CHECK IF THIS IS A CLASS

from Another F.R.C.P.23 Bankruptcy

ACTION UNDER

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OTHER RELIEF SOUGHT JURY DEMAND

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RELAT ED AD VERSA RY PRO CEED ING (IF ANY)

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FEE ATTACHED

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BANKRUPTCY CASE IN WHICH THIS ADVERSARY PROCEEDING ARISES

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PLAINTIFF

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NAME OF JUDGE

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PRINT NAME

P A!l. h/ast:..III

Local Form 109

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELA WARE

In re:

WOLVERINE TUBE, INC., ET AL.,

Debtors.

) ) ) ) ) ) ) )

Case No. 10-13522 (PJW) (Jointly Administered)

Hearing Date: June 2 @2 :00 p.m Responses Due: May 23 @ 5 :00 p.m.

CERTIFICATE OF SERVICE

The undersigned, common stockholder, on a pro se basis, hereby certifies that a true

and correct copy of the accompanying Complaint was served this May 20, 2011 to these

parties listed below by the means specified.

Cozen O'Connor

1201 North Market Street, Suite 1400 Wilmington DE 19801

Attn: Mark E. Felger, Esq. mfelger@cozen.com, mmillis@cozen.com Counsel to Debtors

Via CM and email

Sidley Austin LLP

One South Dearborn Chicago, Illinois 60603

Attn: Matthew A. Clemente, Esq. mclemente@sidley.com Counsel for the Ad Hoc Group Via eM and email

Alpine Group, Inc.

One Meadowlands Plaza, Suite 801

East Rutherford, New Jersey 07073-2100 Attn: Stewart H. Wahrsager

swahrsager@alpine-group.com Counsel for the Alpine Group, Inc. Via eM and email

Proskauer Rose LLP Eleven Times Square

New York, NY 10036 Attn: Scott K. Rutsky, Esq. srutsky@proskauer.com

Corporate and Tax Counsel to Debtors Via eM and email

U.S. Trustee

844 King Street, Suite 2207, Lockbox 35 Wilmington, DE 19801

Attn: Richard L. Schepacarter USTPREGION03.WL.ECF@USDOJ.GOV United States Trustee

Via eM and email

Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas

New York, NY 10036

Attn: Douglas Mannal, Esq. dmannal@kramerlevin.com

Counsel for Plainfield Asset Management Via eM and email