Free Appendix - District Court of Delaware - Delaware

Case 1:04-cv-01565-SLR

Document 144

Filed 05/15/2007

Page 1 of 9

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF DELAWAR

ARIN M. ADAMS, Chapter 11 Trustee of the Post-Confirmation Banptcy Estates of CORA HEALTHCARE CORPORATION, a Delaware Corporation, and of CORA INC., a Delaware Corporation,
Plaintiffs,
v.

Case No. 04-1565 (SLR)

DANL D. CROWLEY, DONALD J.
SMITH, and SANRA L. SMOLEY,

AMAR, WILLIA J. CASEY, L. PETER
Defendants.

APPENDIX OF DOCUMENTS IN SUPPORT OF DANIEL CROWLEY'S REPLY BRIEF IN SUPPORT OF MOTION FOR SUMMARY JUDGMENT, OR, IN THE ALTERNATIVE, PARTIAL SUMMARY JUDGMENT

May 15, 2007

Jeffrey C. Wisler - #2795 Chrstina M. Thompson - #3976 CONNOLLY BOVE LODGE & HUTZ LLP The Nemours Building
1007 N. Orange Street

Wilmington, DE 19801 (302) 658-9141
-and-

John W. Keker
Ellot R. Peters

R. James Slaughter KEKER & VAN NEST, LLP
71 0 Sansome Street

San Francisco, CA 94111 (415) 391-5400
Attorneys for Defendant DANIEL D. CROWLEY

395485.01

Case 1:04-cv-01565-SLR

Document 144

Filed 05/15/2007

Page 2 of 9

TABLE OF CONTENTS

Document Description Page
Excerpts of deposition of David M. Friedman taken on March 16, 2007 C 1

Excerpts of deposition of Christina Morrison taken on March 26, 2007 C5

"

Case 1:04-cv-01565-SLR

Document 144

Filed 05/15/2007

Page 3 of 9
3/16/2007
Page 2

..

Friedman, David M.
Page 1
l.
'/

1

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELWARE

- -- -- -- ----- -- -- -~- ---- - ---- - x
ARLIN M. ADAMS, chapter 11 Trustee of the

March 16, 2007
9:31 a.m.
5

Post-Confi rmation
Bankruptcy Estates of
CORAM HEAL THCARE CORPORATION,

Deposi ti on of DAVID M. FRIEDMAN,

a Delaware corporation, and of CORAM INC., a Delaware corporation,

he 1 d at the offi ces of Kasowi tz, Benson,
Torres &

Friedman, LLP, 1633 Broadway,

9

vs.

plaintiff,

New York, New York, pursuant to subpoena,
before Jenni fer Ocampo-Guzman, a

10

NO. 04-1565 (SLR) 11
Registered professional Reporter,
12

DANIEL D. CROWLEY, DONALD J. AMARAL, WILLIAM J. CASEY, l. PETER SMITH, and SANDRA L. SMOLEY,

Certi fi ed Real-Time Shorthand Reporter
and a Notary public of the State of New

13
14

York.

--- ----------- ----------- ----x
VIDEOTAPEO DEPOSITION OF DAVID M. FRIEDMAN New York, New York

Defendants.

15
16 17

Fri day, March 16, 2007
Reported by:
Jenni fer ocampo-Guzman, RPR, CRR

18 19 20
21

22
23 24

1

A P PEA RAN C

Page 3 Page 4 E S: 1
2

25

2 3 4 5
6

THE VIDEOGRAPHER: Here begi ns the
videotaped deposition of David Friedman,

SCHNADER HARRISON SEGAL & LEWIS LLP 3

7
8

Attorneys for pl ai nti ffs 4 1600 Market Street, sui te 3600 5 philadelphia, pennsylvania 19103 6 BY: BARRY E. BRESSLER, ESQ. 7

tape 1, volume I, in the matter of Ädams
versus crowley in the united States

Di stri ct Court of the Di stri ct of
Delaware, case number 04-1565. Today is
Marc~ 16, 2007 and the time on the video
monitor is 9:31 a.m.
The. video operator today is Jose

bbressl er~schnader. com 8
RICHARD A. BARKASY, ESQ. 9 220 Lake Dri ve East, sui te 200 10
Cherry Hill, New Jersey 08002-1165 11

9

10
11
12 13 14

rbarkasy~schnader. com 12

Rijo representing LiveNote world
services located' at 221 Main Street,

Attorneys' for Defendant 14

KEKER & VAN. NEST, LLP 13

suite 1250, San Francisco, California
94105, phone number (415) 321~2300.
The court reporter is Jenni fer

15 16
17 18

710 Sansom~ Street 15
San Francisco, california 94111 16
BY: R. JAMES SLAUGHTER, ESQ. 17

Ocampo of David Feldman worldwide
reporting on behalf of LiveNote World

rslaughter~kvn.com 18

services.
Today's deposi ti on is bei ng taken
on behalf of defendant and is taking
pl ace at 1633 Broadway, New York, New

19

20
21 22
23'
i 1'-

Attorneys for the Deponent 20
New York, New York 10019 22
BY: ROBERT M. NOVICK, ESQ. 23

KASOWITZ, BENSON, TORRES & FRIEDMAN 19

1633 Broadway 21
rnovi ck~kasowi tz. com 24

York.
will counsel please introduce
themselves and whom they represent.

24
25

ALSO PRESENT: JOSE RIJO, videographer 25

MR. NOVICK: This is James

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Case 1:04-cv-01565-SLR

Document 144
Friedman, David M.

Filed 05/15/2007

Page 4 of 9
3/16/2007
Page 126

Page 125
FRI EDMAN
2 1 2
submitted, which I

FRI EDMAN

A. Yes.
Q. Woul d you look under, on page 25,
at the heading number 3, "The Business

think was the end of

(

Jul y 2001, the fact that Mr. crowl ey was
4 5 6

earni nga fee from cerberus was no secret?

5 6

Rel ati onshi p Between Mr. Crowl ey and

A. That' s correct.

cerberus. " A. Yes.
Q. And the second paragraph there
says, "Mr. crowley and cerberus are parties

Q. In fact it was the -- all of the
interested parties, whether it be coram, note

holders,equity holders were -- were well
9

aware of that fact by the ti me the second

10 11
12 13

to an agreement pursuant to which Mr. Crowley
receives a fee of $80,000 per month with a

10
11

di sclosure statement was prepared; i sn' t that
ri ght?

potenti a 1 for addi ti ona 1 i ncenti ve bonuses
for servi ces provi ded to cerberus wi th

12
13 14 15 16

A. when you say all equity holders,
the ones that we were represented by Mr. Levy
were aware, yes, as well as other creditors.

14 15 16 17 18

respect to its investments in compani es other

than the Debtors. Mr. crowley neither
recei ves a fee nor earns i ncenti ve bonuses

Q. The equity committee? A. The equity committee was certainly

from cerberus for any servi ces he provi des 17
respecti ng the Debtors." Do you see that? 1 8

19 20
21

A. Yes. 19
Q. Is that accurate

aware, yes. Q. And turning your attention to page
26, the paragraph beginning, "Although..."

as far as you knew 20

"Although the CHC board of
di rectors" n I thi nk "CHC" there refers to

the facts at the ti me you submi tted the 21

22
23 24 25

second di scl osure statement? 22
Q. NOW, at the time n at the time 24 that the second di scl osure statement was 25
Page 127

A. I believe so. 23

Coram Healthcare corporation?

A. Yes.
Q. "Although the CHC board of
di rectors had been aware of a busi ness

2 relationship between Mr. crowley and 2

1 FRIEDMAN 1

Page 128
FRI EDMAN

3 cerberus, the Court found that there was 3 4 inadequate disclosure of the extent and 4
5 details of the relationship, and that it 5 6 could not make a fi~ding that the original 6
7 plan was proposéd in good faith in accordance 7

Q. More surpri sed than when the fi rst
plan was not confi rmed?

A. I was su rp ri sed the fi rst ti me, and
even more surprised the second time.

Q. why were you even more surprised
that the second pl an was not confi rmed?

12 A. Yes. 12
13 Q. That concern of the bankruptcy 13

10Do you time." 10 the see that? 11 11

8 with section 1129(a)(3) of the Bankruptcy 8

A. I thought that the path that we had
embarked upon begi nni ng in January or

9 code based upon the evi dence in the record at 9

February of 2001, whi ch had in essence the

plan of retaining the Goldin firm and being
gui ded by those independent recommendati ons
was one whi ch was endorsed by the

Court both

16 The disclosure issueght? 16 is that ri was certafnly 17 17 A.
18 not an issue in the second plan, I agree. 18

14 cou rt that caused it to deny the fi rst plan 14 15 was absent with respect to the second plan; 15

in te rms of havi ng approved the Go 1 dj n

retention, as well as -- and other actions

the Court had taken during the course of

2001, such as the conti nued approval of
Coram's exclusivity with respect to filing a

20 rejected as well? 20 21 A. It was not confirmed by the court, 21
22
23

19 Q. Nevertheless, the second plan was 19

plan, whi ch had been opposed by the equi ty
coiimi ttee on at 1 east one and perhaps
nume rous occasi ons.

correct.
Q. what was your reacti on when the
plan was not confi rmed by the Cou rt?

22
23

Mr. Levy had also, I believe,

duri ng the course of 2001 sought the ri ght to
bring litigation on behalf of the estate
agai nst Mr. crowl ey, and I thi nk that that
(

24 25

24

A. I was very surprised.

25

\

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Friedman, David M.

FRIEDMAN 1
2

Page 129

FRIEDMAN

was opposed by Coram on the basi s of 2
Mr. Go 1 di n' s ongoi ng efforts, both to 3

interest of the company. And I think it was
no secret that he had not terminated his

7

the plan. 6
i nvesti gate the ci rcumstances and to propose 4

relationship with Cerberus, and if that were
a gated of the type that the bankruptcy cou rt

a recommended settl ement, if you wi 11, under 5

considered to be one that would preclude

So we thought -- and the Court 7

confi rmati on, we' thought we woul d have
1 ea rned of it much ea rl i e r in the yea r, as

denied his request to bring that litigation, 8
9

and i think there were other steps along the 9
way that 1 ed us to thi nk that we were on the 10

opposed to finding it out for the first time
at the confi rmati on deci si on.

10 11 12 13
14 15

ri ght path in te rms of cu ri ng the defects 11

Q. Let me unpack some of that answe r.
because there was a lot there, Mr. Fri edman.

first time around. 13
And 'so when the Court i ndi cated 14

that the Court found to have been present the 12

part of your reason that you say

you were surprised was because you thought

that it woul dn' t confi rm a second pl an, i was 15

essentially, in broad strokes, that the Court
had endorsed the plan that you had embarked

16 17 18

very surprised. i also was surprised that 16 the court's basi s for not confi rmi ng the 17
second plan was the ongoing retention of ia'

upon in terms of hiring Goldin?

A. Certai nly the Court endorsed the
hiring of Goldin. I think the Court
considered the Goldin process to be one that

19 20
21
22

crowley by Coram while he simultaneously 19 worked for cerberus, and that surpri sed me 20 that the Court found that to be a problem 21
because it was i believe well-known to 22
everybody during the course of 2001, that Mr. 23

presented the promi se of a successful reorgani zati on.
Q. Another point that you

23
24

made was the

crowley was continuing to work for coram, 24

25

because operationally that was in the best 25
Page 131

extensi on of the excl usivi ty peri od?
A. Yes.
Page 132
FRI EDMAN

1 FRI EDMAN 1 2 Q. Descri be for me the si g~fi cance of 2
4 A. i thi nk in bankruptcy cases, 4
6 whi ch one gauges whethe r a company is on the 6

because ~.you are doi ng the ri ght thing, or I

3 the extehsion of the excl usivi ty peri od. 3

am going to .lift exclusivity because you are

5 exclvsi vi ty is sort of the 1 i tmus test by 5

doi ng the wrong thi ng.
Now the Court elected to continue

7 right tract. Courts generally ~- well, in 7
8 case you don't -- I don' t know how much you 8
9

excl usi vi ty. In that context, I thi nk we all
took some comfort that we were on the right

path.
Q. Not only did you seek to extend
exclusivity, but the equity committee sought
to end exclusivity and gain permission to

know about bankruptcy, but debtors typically 9

10 automatically have exclusivity for the fi rst 10

11 120 days of the case, and then that period 11

13 And the typical basis for cause to 13
14 extend excl usi vi ty is that the debtors are 14 15 maki ng appropri ate progress towards a 15

12 can be extended for cause. 12

file its own proposed plan; is that right?

A. That's my recollection, yes.
Q. And do you recall if they did that
on more than one occasi on?
A. I think they did it on more than
one occasi on, yes.

16 reorganization based upon the complexity of 16 17 the case and the bona fi des of the debtors' 17

19 And so when exclusivity is -- when 19
20 we sought to extend exclusivity in 2001

1a efforts and so On. 18
and 20

Q. And what was -- do you thi nk they
di d it on more than two occasi ons?

21 it was opposed by Mr. Levy, and thi s was 21

A. My guess woul d that they di d it -i know they di d it once. My guess is \that

2~ happening concurrently with the Goldin 22
have 23 24 been the appropriate time for the Court to 24
23 retention, it seemed like that would

they did it twice.

Q. And what was the Cou rt' s response
to the equity commi ttee' s request that it be

25 have said either you can keep exclusivity 25

pe rmi tted to propose a plan?
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Page 202

I=riedman, David M.
Page 201
1

2 PAGE LINE

3 CHANGE FROM:

CERTIFICATE
STATE OF NEW YORK )
: ss.
4

4. REASON:

CHANGE TO:

5 CHANGE FROM:
CHANGE 6 R'EASON: TO:

COUNTY OF NEW YORK )
I, JENNIFER OCAMPO-GUZMAN, a

5
6 7 8 9

7 CHANGE FROM:
CHANGE 8 REASON: TO:

shorthand Reporter and Notary public within
and for the State of New York, do he reby

9 CHANGE FROM:
CHANGE 10 REASON: TO:

certify:
That DAVID M. FRIEqMAN, the witness
whose deposi ti on is herei nbefore set forth,

11 CHANGE FROM:
CHANGE 12 REASON: TO:

10
11

was solemnly, sincerely affirmed and that
such deposi ti on is a true record of the

13 CHANGE FROM:

12 13
14

14 REASON:

CHANGE TO:

testi mony of such wi tness.

15 CHANGE_ FROM:
CHANGE 16 REASON: TO:

15
16 17 18 19

I fu rtne r ce rti fy that I am not re 1 ated to any of the parti es to thi s acti on
by blood or marriage, and that I am in no way
interested in the outcome of thi smatter.

17 CHANGE FROM:
CHANGE 18 REASON:. TO:

IN WITNESS WHEREOF, I have hereunto
set my hand thi s 16th day of March 2007.

19 CHANGE FROM:
CHANGE 20 REASON: TO:

20 21

21 22
23 24 25

CHANGE FROM: CHANGE TO: REASON: CHANGE FROM: CHANGE TO: REASON:

22

23
24

JENNIFER OCAMPO-GUZMAN

25

Page 203
1 2
3

Page 204
1 2

4 5
6

WITNESS DAVID M. FRIEDMAN

INDEX
PAGE
5

EXHIBITS (conti nued):
DESciUPTION
PAGE

3 4

7
8

EXHIBITS PAGE DESCRIPTION tz, Fri edman 1, P ri ntout. from Kasowi
Benson, Torres & Friedman website........ .11
Fri edman 2, Letter dated 2/28/00, Bates Nos. CROWLEY107 through

BY: MR. SLAUGHTER BY: MR. BRESSLER

187

Fri edman 10, Moti on for Order Appoi nti ng
Goldin Associates, L.L.C. as Independent Restructuring Advisors................... .97

Fri edman 11, Oraft Mi nutes of a Meeti ng of
the Board of Di rectors of Coram Healthcare corporation, JUly 12, 2001............... .108 Friedman 12, Letter dated 7/5/01, Bates Nos. COR-EQTY 009385 through COR-EQTY 009387.......................... .117

10 11

CROWLEY110. . . . . . . . . . . . . .. .. .. . . . ò . . . . . . . . .18
Friedman 3, Document entitled, "David
12 13

Fri edman Intervi ew (5/17/01),"

10 11

Fri edman 13, Second Joi nt oi scl osure

Bates Nos. G 8667 through G 8676..........24 12
Fri edman 4, Mi nutes of a Meeti ng of
13
14

Statement Pursuant to Secti on 1125 of the
Bankruptcy Code.......................... .123 Fri edman 14, Mi nutes of a Meeti ng of the Board of Di rectors of Coram Heal thcare

14
1S

the Board of Di rectors of Coram
Heal thcare corporati on,

Apri 1 5, 2000, Bates Nos. TRUSTEE009454

through TRUSTEE009462. . . . . . . . . . . . . . . . . . . . .26 15
16

Corporation, December 21, 2001, Bates Nos. TRUSTEE009565 through TRUSTEE009567. . ... . . . . . . . . . . . . . :t~:; . . . . . . . . .139

Fri edman 5, Mi nutes of a Meeti ng of

16

17 18 19

the Board of Di rectors of Coram Healthcare corporation, August 7, 2000,

Fri edman 15. Moti on for Leave to Fi 1 e Adversary Proceedi ng. . . . . . . . . . . . . . . . . . . . . .144

17

Bates Nos. TRUSTEE009481 through 18
TRUSTEE009484. . . . . . . . . . . . . . . . . . . . . . . . . . . . .42

Fri edman 16, Debtors' obj ecti on to Equi ty
Commi ttee' s Moti on for Leave to Fi 1 e

Adve rsary Proceedi ng. . . . . . . . . . . . . . . . . . . . . .147
Friedman 17, Amended Final Application of Kasòwi tz, Benson, Torres & Fri edman LLP for Allowance of compensation and Reimbursement of Expenses for the

Fri edman 6, Letter dated 6/1/00...........72 19
20

Fri edman 7, Letter dated 6/7/00...........72 20
21

Friedman '8. Schedule 13D................. .73 21
22

Friedman 9, Mi nutes of a' Tel ephoni c
23

Peri od from August 8, 2000 through
22

(

24
25

Meeti ng of the Board of Di rectors of 23 Coram Heal thcare Corporati on, December 28, 2000. Bates Nos. TRUSTEE009502 through TRUSTEE009507....... 90 24 25

December 31, 2002........................179 . Fri edman 18, Draft 1 etter dated 5/6/02, Bates Nos. CRX 00063 through CRX 00065...195

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3/26/2007

Morrison, Christina
CONFIDENTIAL
Page 1

Page 2
1

IN THE UNITED STATES DISTRICT COURT 2
FOR THE DISTRICT OF DELAWARE
3

CONFIDENTIAL

A P PEA RAN C E S:
Trustee
SCHNADER HARRISON SEGAL & LEWIS LLP Counsel for plaintiff Arlin Adams,
1600 Market Street

ARLIN M. ADAMS, chapter 11 Trustee of the

4

Post-Confi rmati on Bankruptcy
Estates of CORAM HEAL THCARE CORPORATION, a Delaware corporation and of CORAM, INC., a Delaware corporation,
pl ai nti ff

Sui te 3600

philadelphia, PA 19103
5
6 7 8 9

BY: WILBUR L. KIPNES, ESQ.
wki pnes~schnader. com

(215) 751-2336

CASE NO.

v~.
DANIEL D. CROWLEY; DONALD J. AMARAL; WILLIAM J. CASEY; L. PETER SMITH; AND SANDRA L.
SMOLEY,

04-1565

10 '
11 12

KEKER & VAN NEST LLP Counsel for Defendant Daniel crowley 710 Sansome Street San Francisco, CA 94111-1704 (415) 391-5400

BY: WARREN A. BRAUNIG, ESQ.
wbrauni g~kvn. com

Defendants
Monday, March 26, 2007 9:46 a.m.

AND:

ELLIOT R. PETERS, ESQ.
epeters~kvn. com

13 14
1S

vi deotaped depos i ti on of
CHRISTINA MORRISON, held at the law offices of Ballard spahr Andrews & ingersoll, LLP, 1735 Market Street, 51st

16

DEUTSCHE BANK Counsel for witness christina Morrison Deutsche Bank AG New York Legal Department 60 wall Street
New York, NY

17
18 19 20 21

10005-2858

(212) 250-7332

Floor, phi 1 ade 1 phi a, pennsyl vani a, 19103, pursuant to notice before cynthia A..
whyte, Regi stered professi onal Reporter

BY: CHARLIE GAMBIND, ESQ. charl i e. gambi no~db. com
ALSO PRESENT:

and Notary Public.

VINCENZO PETULLA,

22 23 24
2S

videographer

Page 3
IT IS HEREBY STIPULATED AND
2 3
1

Page 4
2
3

AGREED by and among counsel for the

INDEX WITNESS: PAGE
CHRISTINA MORRISON

respecti ve parti es hereto that the
filing, sealing and certification of the

4
5 6 7 8 9

5 6 7

wi thi n deposi ti on shall be and the same
are hereby waived.

IT is FURTHER STIPULATED
AND AGREED that all objections,

By Mr. Ki pnes 136 MORRISON EXHIBITS NO. DESCRIPTION PAGE Exhibit 1 Memo, 6/5/01, to List from Ms. Gould 25
Exhi bi t 2

By Mr. Brauni g 7, 181

10 11

except as to the form of the
10 11 12
13 .

Morri son 29
Mr. smi th from MS.

Letter, 1/16/99, to

question, shall be reserved to the
time of the trial.

Exhibit 3
12 13 14 15 16

IT is FURTHER STIPULATED AND
AGREED that the wi thi n deposi ti on may be

Exhibit 4

Excerpt of Transcri pt, 10/26/01 39
Letter, 7/12/99, to Mr. Kahn from Mr.
Memo, 9/20/99, to Mr.. Meffe and Ms. Kopta from Ms. Morri son and Mr.

14

Exhibi t 5

Crowl ey 43
62
"project Caddy,

signed before any Notary public with the
same force and effect as if si gned and

15
16

swo rn to be fo re the Cou rt .

17

Guthner 54
Exhibit 6

17 18 19

offering Memorandum

18

Exhibit 7
19

20 21

20 21 22 23 24

Confi denti a 1 i ty Agreements proposal packets Di stri buted
Exhi bi t 8 Exhi bi t 9

December 1999" 71
second round bi d 1 etters 74 "Buyer Due Diligence

22
23 24

Questi ons 1-31-00. doc 82
Exhi bi t 10

25

Mi nutes, 2/10/00

25

84

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Morrison, Christina
CONFIDENTIAL

Filed 05/15/2007

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Page 125
1 2 3 4 5 6
7 8

Page 126
1 2 3

Thi s was the process we were hi red to
undertake and that was the process we

of the questi on.

A. Did I have any? NO.

undertook.
Q.
But you did your very best to help

MR. BRAUNIG: why don't we take
a break for 1 unch ri ght now and we can

4

them get the best deal they could get,

reconvene. It is 12: 46 ri ght now.

correct?

VIDEO TECHNICIAN: We are now
off the record at 12: 44.

A. We-- yeah; we went through every 7
part of the process, as we were requested to 8

9

do so, and rende red a fai rness opi ni on. 9
Q. And your opi ni on, the opi ni on of 10
Deutsche Bank, when the enti re process was 11
reviewed and you went through the financial 12

(Luncheon recess.)
VIDEO TECHNICIAN: We are now

10 11
12

on the record at 1: 22.
BY MR. BRAUNIG:

13
14 15

terms and you went through the procedural 13
elements associ ated wi th thi s transacti on, di d 14
you have any -- di d you have any doubt

Q. Let's return to the June 9
pre'sentation in the fai rness opi ni on that

Deutsche Bank created.

16

thi s transaction was fai r? 16

that 15
A.
Q. A.

You sai d that you presented thi s to

Coram's board of di rectors?
Yes.

17 MR. KIPNES: object to the form 17

18 We renderedquestion. so 19 of the a fairness opinion, 18 19 A.
20 felt between the fairness and committee and 20

And thi s was over the phone?

Correct.
Do you recall who was

22 transacti on. 22
23 24

21 the revi ew with the board that thi s was a fai r 21

Q. A.

on the phone

at the time?
I don't.

transaction was fai r? 24
Page 127

Q. Did you have any doubt that this 23
MR. KIPNES: object to the form 25

MR. BRAUNIG: why don i t we go

25

ahead and mark Exhi bi t 19, Morri son 19. (Morri son Exhi bi t 19 was marked
Page 128

1 for identification.) 1
2 Q. There is a -- why don't you read the 2
3 first paragraph, please. This is Morrison 19. j

A. I do not recall.
Q. We re you on the call when the board

of di rectors deci ded whether Qr not to approve
the transacti on?

4 Does this refresh your recollection 4
5 as to -- this is the minutes of a telephonic 5

6 meeti ng of the board of di rectors of Coram 6 7 Healthcare corporation dated June 9, 2000. 7
8 Does thi s rèfresh you r reco 11 ecti on 8
9 as to who the parti ci pants were on thi s call? 9

A. I don't recall if I was ot not.
Q. Do you know whether the board
ultimately approved ,the transaction?

A. Yes, they di d.
Q. Do you know whether that approval
was unanimous?

10 A. I don't recall that I was introduced 10
11 to everybody that was on the call ¡ so all I 11

A. I don't know.

12 know is from what is on thi s document. 12 13 Q. And did you -- what did you -- what 13 14 was the di scussi on that was had about the 14

Q. Did you do any additional work for
Coram after June 9, 2000?
A. Dan called and asked if I would

16 A. I went through the fairness opinion 16
17 documents and stated that Deutsche Bank was 17

15 presentati on that you made? 15

be

interested in talking to them about some
potenti a 1 fi nanci ng a 1 ternati ves, whi ch I di d
in sort

18 prepared to render a fairness opinion as to 18

of the context of a pi tch to see if

21 fai rness opi ni on? 21
22 A. I don' t recall anythi ng speci fi c. 22

20 Q. Di d they ask questi ons about the 20

19 the transaction. 19

there was anything additional that could --

any additional work that could be done. So it
wasn't n I wasn't hi red to do anythi ng. It
was rea 11 y in the context of a pi tch, an

23 Q. Do you recall if there was 23
24 di scussi on among the board of di rectors about 24

investigation.
Q. Did Dan tell you why he was
interested in this pitch, in this sort of
i

25 the transaction? 25
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earl y stage i nvesti gati on?

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Case 1:04-cv-01565-SLR

Document 144

Filed 05/15/2007

Page 9 of 9
3/26/2007

Morrison, Christina
CONFIDENTIAL
Page 185
i have read the foregoi n9
2

Page 186
CERTIFICATE

transcript of my deposition given on
Monday, March 26, 2007, and it is true,

2 I HEREBY CERTIFY that the
proceedings, evidence and objections are

correct and complete to the best of my knowledge, recollection and belief except
for the cor

contained fully and accurately in the

s tenog raphi c notes taken by me on Monday,
6, March 26, 2007, and that thi s is a true and
correct transcript of same.

recti ons noted hereon and/or

the list of corrections, if any, attached

on a separate sheet herewith.
9

10
11

10 11
12

12 13 14

CHRISTINA MORRISON

13

14

cynthi a A. whyte, RPR

15 16 17 18 19 20
21

15
16

me thi s _day of , 2007

subscri bed and sworn before

17' 18 19

(The foregoi ng certi fi cati on of
this transcript does not apply to any
reproducti on of the same by any means,

20 21
22 23 24

unless under the direct control and/or
supervision of the certifying reporter.)

22
23

24

25

2S

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