NOTICE OF FILING
BEFORE THE ILLINOIS POLLUTION CONTROL BOARD
APPEARANCE
BEFORE THE ILLINOIS POLLUTION CONTROL BOARD
CP-D.
additional members.
AFFIDAVIT OF FRANCIS J. HOULIHAN
THIS FILING IS MADE ON RECYCLED PAPER

RECEIVED

CLERK’S

OFFICE

BEFORE

THE ILLLNOIS

POLLUTION CONTROL

BOARD

NOV

2003

THE

MATTER OF:

)

~TATE

OF ILLINOIS

PETITION OF CROMWELL-PHOENIX, NC.)

PCB

No.

AS 03-05

PO!!UtIOfl

Control

Board

FOR AN ADJUSTED STANDARD FROM

)

(Adjusted

Standard)

Ill.

Adm.

Code Subpart F, Section

2 18.204(c)

)

(the “Paper Coating Rule”)

)

NOTICE

OF FILING

TO:

Charles E.

Matoesian

Bradley P. Halloran

Division ofLegal Counsel

Hearing Officer

Illinois Environmental Protection Agency

Illinois Pollution Control Board

1021

North Grand Avenue East

James R.

Thompson Center

Springfield,

62794-9276

100 West Randolph, Suite 11-500

Chicago, IL

60601

PLEASE TAKE NOTICE that on November

2003, we filed with the Clerk ofthe

Illinois Pollution Control Board,

100

West Randolph Street, James

Thompson Center Suite

11-500, Chicago, Illinois, 60601-3218,

an original

and nine (9) copies of Cromwell-Phoenix,

Inc.’s

and CP-D

Acquisition Company, LLC’s

JOINT MOTION

TO RE-OPEN DOCKET,

AFFIDAVIT OF FRANCIS J.

HOULIHAN

and APPEARANCE, copies ofwhich are

attached hereto and hereby served upon you.

CROMWELL-PHOENIX, INC.

and

CP-D ACQUISITION

COMPANY,

LLC

By_______

One of Their Attorneys

Eric E.

Boyd

SEYFARTH SHAW

Monroe St.,

Suite 4200

Chicago, Illinois

60603

(312) 346-8000

CEll

lO53~O22.5

THIS

FILING IS MADE ON RECYCLED PAPER

BEFORE THE ILLINOIS POLLUTION CONTROL

BOARD

TI-TIE MATTER

OF:

)

PETITION

OF CROMWELL-PHOENIX, iNC.

PCB

No.

AS 03-05

FOR AN ADJUSTED

STANDARD FROM

)

(Adjusted Standard)

Ill.

Adm.

Code Subpart F,

Section

2 18.204(c)

)

(the

“Paper Coating

Rule”)

)

APPEARANCE

Eric B.

Boyd hereby

files his appearance in this proceeding on behalfofCP-D

Acquisition Company,

LLC.

Eric E.

Boyd

is designated as the lead attorney for purposes ofmail

and phone contact pertaining to this proceeding.

CP-D ACQUISITION

COMPANY, LLC

By______

One of Its Attorneys

Eric E.

Boyd

Seyfarth Shaw

East Monroe Street

Suite 4200

Chicago, Illinois 60603

(312) 346-8000

THIS

FILING IS MADE ON RECYCLED PAPER

CH1

10538011.2

BEFORE THE

ILLINOIS

POLLUTION CONTROL BOARD

JINTHE MATTER

OF:

)

PETITION OF CROMWELL-PHOENIX, INC.

PCB

No.

03-05

FOR AN ADJUSTED

STANDARD

FROM

)

(Adjusted

Standard)

Ill. Adm.

Code Subpart F,

Section 218.204(c)

)

(the “Paper Coating Rule”)

)

JOINT

MOTION OF CROMWELL-PHOENIX, iNC.

AND

CP-D ACQUISITION

COMPANY, LLC

RE-OPEN THE DOCKET

CROMWELL-PHOENIX,

Inc.

(“Cromwell”) and CP-D ACQUISITION COMPANY,

LLC (“CP-D”),

by and through their attorney, and pursuant to

35 Ill. Adm.

Code

10 1.500,

respectfully

submit this

Joint

Motion to Re-Open the

Docket to

substitute

CP-D

as the

holder of

the Adjusted Standard,

and

support thereof, state as follows:

May 29,

2003,

Cromwell filed a Petition seeking

Adjusted Standard from

the Volatile Organic

Material (“VOM”) paper-coating requirements of35 Ill.

Adm.

Code

2 18.204(c).

The Adjusted Standard request related to

Cromwell’s facility in Alsip,

Illinois.

On July

2003, Cromwell

filed a Motion for Expedited

Review.

The Motion for

Expedited Review explained that

Cromwell had entered into merger negotiations with another

company that

had prompted the

need to request the Board to expedite its review ofthe Petition.

Expedited review was necessary in order

for the mergerto occur by the end of 2003.

On August

7, 2003,

the Board granted the Motion for Expedited Review and a similar Motion for Expedited

Transcript.

On September

18,

2003, the Board entered an Opinion and Order granting

Cromwell’s

Adjusted Standard request.

Clii

10596451.2

THIS

FILING IS

MADE ON RECYCLED PAPER

On November 3,

2003, the Illinois Environmental Protection Agency (“IEPA”)

issued a Lifetime Operating Permit (“LOP”) to

Cromwell

for the Alsip facility.

The LOP,

among other things,

incorporates the terms ofthe Board’s Adjusted Standard.

On October 28, 2003,

Cromwell

caused to be

formed a new Illinois

limited

liability company named CP-D Acquisition Company, LLC (“CP-D”), the sole member ofwhich

is currently Cromwell.

a result of obtaining the Adjusted Standard and the LOP,

Cromwell is now in a

position to

consummate the merger by the end of this year.

The new operating entity will

CP-D.

Effective

or about December 31, 2003,

all

Cromwell’s operating assets will

transferred to

CP-D and,

part

ofthe merger agreement,

CP-D will

accept one

or more

additional

members.

Cromwell

and

CP-D

request

that the Board

substitute CP-D as the

holder ofthe

Adjusted Standard as of January

2004.

As ofthat

date,

CP-D

will be the operator

of the

Alsip

facility,

and will assume and

responsible

for the

obligations

and liabilities arising from the

operation of that

facility, including the requirements of the Adjusted Standard issued by the

Board to

Cromwell on

September

18,

2003

and the LOP

issued by the IEPA on November 3,

2003.

CP-D

currently plans to operate the Alsip

facility in accordance with the Adjusted

Standard and

LOP

issued to

Cromwell.

Ifthe operations change in the future,

CP-D will insure

that all

necessary environmental permitting, including any revisions to the Adjusted Standard,

are in place.

10.

The Board has granted similar requests to

re-open Adjusted Standard dockets to

substitute a new party as

the holder of an

Adjusted

Standard.

Earlier this year, the Board

Clii

1059645L2

substituted Dyno Nobel,

Inc.

as the holder of an Adjusted Standard originally issued to

Ensign

Bickford Company.

See

00-5 (June

2003).

In the Supplemental Opinion and Order of the

Board in that matter, the Board noted that it had previously granted ajoint motion to substitute

petitioner

and holder for a previously granted adjusted standard

In Re: Petition of

commonwealth Edison

companyfor

an Adjusted Standard,

96-10 (March

16,

2000).

The

Board also allowed a modification of an Adjusted Standard to

change the name ofthe party to

whom the Adjusted

Standard was

issued in

In the matter of

Petition ofEnvirite

corporationfor

an Adjusted Standard,

94-10 (December

19,

1996).

11.

The attorney

for Cromwell and CP-D, Eric E.

Boyd, has discussed this motion

with the attorney for the Illinois EPA in the Adjusted Standard matter, Charles

Matoesian.

12.

The factual statements contained in this joint motion are supported by the attached

affidavit of Francis J.

Houlihan.

Mr. Houlihan is the President ofCromwell and of

CP-D.

WHEREFORE,

Cromwell and

CP-D move to re-open the docket in

order to substitute

CP-D

Acquisition Company,

LLC

as the named party on the Order granting the Adjusted

Standard as of January

2004.

Respectfully submitted,

CROMWELL-PHOENIX, INC.

and

CP-D ACQUISITION

COMPANY,

LLC

By:

___

Attorneys

Eric E.

Boyd

Seyfarth Shaw

Monroe St.,

Suite 4200

Chicago, Illinois

60603

(312) 346-8000

DATE:

November 7,

2003

CI-!!

10596451.2

BEFORE

THE

ILLINOIS

POLLUTION CONTROL

BOARD

IN THE

MATTER OF:

)

PETITION OF CROMWELL-PHOENIX,

INC.

PCB No.

AS 03-05

FOR AN ADJUSTED STANDARD

FROM 35

)

(Adjusted Standard)

Ill. Adm.

Code Subpart F,

Section

2 18.204(c)

)

(the “Paper Coating

Rule”)

)

AFFIDAVIT OF FRANCIS J. HOULIHAN

I, Francis J. Houlihan, being first duly sworn under oath, depose and state as follows:

I am the President of Cromwell-Phoenix,

Inc.

(“Cromwell”), and have served in

that capacity since Cromwell was

formed.

Cromwell

is an Illinois

corporation located in Alsip,

Illinois.

On October 28, 2003,

Cromwell caused to be formed a new Illinois

limited

liability company named CP-D Acquisition Company, LLC (“CP-D”), the

sole member of which

currently Cromwell.

I am currently,

and anticipate that I will during 2004 continue to be,

President

ofCP-D.

Effective on or about December 31, 2003,

all ofCromwell’s

operating assets will

transferred to

CP-D and,

as part of a merger

agreement, CP-D will accept one

or more

additional members.

As ofJanuary

1, 2004,

CP-D will be the operator ofthe facility located at

12701

South Ridgeway

in Alsip,

Illinois

in which Cromwell currently operates, and will assume and be

responsible for the obligations and liabilities arising from the operation of that facility, including

the requirements ofthe Adjusted Standard issued by the Board to

Cromwell on September

18,

2003

and the Lifetime Operating Permit (“LOP”) issued

by the Illinois Environmental Protection

CIII

10596467.2

THIS

FILING IS

MADE ON RECYCLED PAPER

Agency (“EPA”)

on November 3,

2003 (which

incorporates the terms ofthe Adjusted

Standard).

CP-D currently plans to operate theAlsip facility in

accordance with the Adjusted

Standard and LOP

issued to Cromwell.

Ifthe operations change in the future, CP-D will insure

that all necessary environmental permitting,

including any revisions to the Adjusted Standard,

are in place.

FURTHER, AFFIANT SAYETH NAUGHT

SUBSCRIBED

AND

SWORN

BEFORE

THIS

j~j~

DAY OF NOVEMBER,

2003

NOTARY PUBLIC

DATE:

“OFFICIAL

SEAL”

LORE1TAF.SCHULTZ

NOTARY PUBLIC,

STATE OF ILLINOIS

COMMISSION

EXPIRES

CH1

10596467.2

PROOF OF SERVICE

I, the undersigned, on oath or

affirmation

state that I have served on the date ofNovember 7,

2003, the attached

Joint Motion to Re-Open Docket, Affidavit of Francis J. Houlihan

and

Appearance

by U.S.

Mail to

Charles E.

Matoesian and by U.S.

Mail upon the following persons:

Charles E.

Matoesian

Division ofLegal Counsel

Illinois Environmental Protection Agency

1021

North Grand Avenue East

Springfield,

62794-9276

SUBSCRIBED TO

AND

SWORN

BEFORE

THIS

DAY OF NOVEMBER,

2003

NOTARY

PUBLIC

Bradley P. Halloran

Hearing Officer

Illinois Pollution

Control Board

James

Thompson

Center

Suite

11-500

100 West Randolph

Chicago, IL

60601

THIS

FILING IS MADE ON RECYCLED PAPER

Joy Bun~nK~

CHI

10538050.5