Free Appendix - District Court of Delaware - Delaware

Case 1:04-cv-01565-SLR

Document 126-7

Filed 04/17/2007

Page 1 of 32

UNITED

STATES

BANKRUPTCY
OF

COURT

DISTRICT

DELAWARE

In

re

Jointly Heallhcare

Administered 00-3299

Coram
and

Corp

Case and

Nos

MFW

Coram

Inc
Debtors

00-3300
ii

MFW

Chapter

The 10
11

deposition taken

of

PETER
to

SMITH
the

called

for

examination
of

pursuant
of the to

Federal States
of

Rules

Civil

Procedure

United
the

12

Bankruptcy depositions

Courts taken

Pertaining before

taking

13
14

JULIANA within

ZAJICEK
and and
at for

CSR

No

842604 Kane

Notary State
of

Public
of

the

15 16
17

County of Shorthand
10

Illinois state

Certified

Reporter Wacker
of

said

Suite

4000
on the

South
day

Drive

Chicago

Illinois
at

18

24th

September

A.D

2001

208

p.m

19 20 21
22

23
24

COPY
CH-11

TRUSTEE

rSQUJRE

RECORD OF EXCELLENCE
Chicago 312782.8087

CrowIeyAdmjnOO6844

8OO7O8.88

Fax 312.704.4950

A1171

Case 1:04-cv-01565-SLR

Document 126-7

Filed 04/17/2007

Page 2 of 32

172

0641 0641

PM

It

must have you ever about

been

spring
to

of

2001
him

PM

Did

attempt
his

contact
of

0641

PM

after month

you to

learned

payments

$80000

0641

PM

Mr

Crowley

0641 0641

PM

No MR
BY

PM

CUNNINGHAM

Objection

MR

LEVY
Did you

0641 0641

PM

ever

suggest

to

Crowley

he

PM

ought
10 as

to

stop as he

taking

$80000
as

month

from Cerberus

0641 0641

PM

long

continued

CEO

PM

No
12 13

0641PM 0641

Did

anybody
know.

to

your

knowledge

PM

dont
Did

0642PM
0642 0642
PM

14 15

you

ever
for

ask

Crowley

what

he

does

for Cerberus never

that

$80000
He

month
did explain and detailed
to

PM

16
17

asked

him

0642

PM

the

board

that

he so

evaluates

companies
it was not

0642 0642

PM

18

investments

and

on

but

PM

19

explanation

no
didhe
make
that

0642PM

20

When

explanation

to

0642

PM

2.1

you
Sometime
new of the in the

0642

PM

22 23
24

early part
this all

of

the to

0642

PM

year

2001once

came

0642

PM

light

Cl-I-Il

TRUSTEE

__________________________________________________

CrowleyAdmiflOOTOl

RECORD OF EXCELLENCE
Li
IX
I_

oEroSuTIoN

SERVICtS

Chicago

312.7828087

800108.8087

Fax 312.704.4950

A1172

Case 1:04-cv-01565-SLR

Document 126-7

Filed 04/17/2007

Page 3 of 32
214

STATE

OF

ILLINOIS

SS
COUNTY

OFKAN
JULIANA

ZAJICEK
County
of

Notary

Public
of of

within

and

for and do

the

Kane State

Illinois
said

Certified hereby previous
the

Shorthand

Reporter

state

certify
to the

That examination
10 11 12 13 14 15 16
17

commencement
the

of

the was

of to

witness
the

herein
whole

witness

duly
the

sworn matters

testify

truth concerning

herein
the

That was

foregoing

deposition by

transcript

reported

stenographically
to and

me

was my

thereafter personal
of the

reduced direction

typewriting constitutes and
the

under

true

record

testimony That
the

given

proceedings
was

had
before

said deposition place
not nor

taken

18 19 20 21 22 23
24

me

at

the

time

and
am

specified
relative
or

That attorney such
or

employee
or the

or of

counsel
or

relative
for any of or

employee parties
in

attorney

counsel

hereto
the

nor interested
of

directly

indirectly

outcome
IN

this action

WITNESS

WHEREOF

do

hereunto

set

my

CH-11TRLJSTEE/ CrowIeyAdmjnOOlO57

RECORD OF EXCELLENCE
TI

ER

Chicago

312.78.8037

800708.8087

Fax 312.704.4950

A1173

Case 1:04-cv-01565-SLR

Document 126-7

Filed 04/17/2007

Page 4 of 32
215

hand

and

affix
this

my

seal day

of of

office

at

Chicago

Illinois

10th

October

2001

My

commission

expires

8/25/02

JUUANP

ZAJICEK

C.S.R Certificate

No

84-

10 11 12

15 16
17

18 19 20 21 22

23
24

CH11TRUST
crowIeyAmi7058
RECORD OF EXCELLENCE
TI Cliicago 3.12.782.8087

800.708.8087

Fax 312.704-4950

A1174

Case 1:04-cv-01565-SLR

Document 126-7

Filed 04/17/2007

Page 5 of 32

tITED

STATES

BANXRUPTCY

COURT

DISTRICT

OF DELAWARE

InRe
Coram Healthcare and

Corp
11

Coram

Inc
Chapter

Debtors

003299

MFW

Case Nos through

003300.MFW
10

11
12

13

Deposition
14

of

WILLIAM
15

CASEY

Friday September
16
17 18

28

2001

19

20 21 22 23 24 25

Reported by CARRIE STOTTLEMEYER CSR No 4373 Job No 79613

RPR

CM

CRR

ESQUIRE

DEPOSITION

SERVICES

CHICAGO

ILLINOIS

800

7088087

CH-IITRLJSTEEI CrowIeyAdminOO23O4

A1175

Case 1:04-cv-01565-SLR

Document 126-7

Filed 04/17/2007

Page 6 of 32

31

Did you

personally personally Crowley bad

other make done the

than what

Goldin find out

did

did

you Mr

any effort to anything wrong7

whether

MR HARWOOD
THE

ObjØct

to

form
been our CEO
for

WITNESS

Mr

CrowlØy has and

medium for the

amount

of time

hes

done

an excellent

job

company
Would you read the my question

MR LEVY
think
10 11

again
Perhaps you could

he

didnt

answer

question
my

listen sir try and

answer
if

question
listen to
is

MR HARWOOD
answer1 you

Perhaps might

youd
it

the

12 13 14

see that

responsive

Record
THE BY

read
anything

WITNESS

Done

wrong

15

MR LEVY
Would you answer the question

16
17

again

dont hasnt
done

understand anything make any

done

anything

wrong

He

18 19

wrong
effort
he

Did you

to done

find

out

you

20 21 22 23 24 25

personally whether

had

anything
In

wrong

MR HARWOOD
context
THE have

Object and

to the

form

what

Vague

ambiguous

WITNESS
done

guess

dont
doing done
to

know
see

what
if

would done

or what He

Im

hes

anything

hasnt

anything

wrong

Hes

managed

ESQUIRE

DEPOSITION

SERVICES

CHICAGO

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800

708-8087

CUi1TRUSTEEI
CroweyAdmifl002334

A1176

Case 1:04-cv-01565-SLR

Document 126-7

Filed 04/17/2007

Page 7 of 32

32

the we

company hired
hint

brilliantly
for

he

done

an

excellent

job

that

BYMR

LEVY you.personÆlly whether
he
xaake

Did

any investigatinto anything
vagiie

determine

had

done

wrong
and

MR HARWOOD
ambiguous
THE

Object

to the

form

WITNESS

didnt

investigate

Dan

Crowley

no
10

BY

MR LEVY
Thank

11 12
13

you

Lets

move

along

It

says

Had

plan.

What

does

it say

then

Excuse

me
Mr
Levy said

14 15 16
17

MR CUNNINGHAM
then he BY said

Had

plan

and

MR LEVY
Do

you

see where

it

says

Two

Had

plan

18 19 20 21
22

Yeah
What Says

Had
does

plan
it say

then

180
Youve
gesture
got
to

Andthen MR CUNNINGHAM
you THE
BY

answer

audibly

23 24 25

cant

just

WITNESS

dont know

MR LEVY

ESQUIRE

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GroweyAdm002335

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Case 1:04-cv-01565-SLR

Document 126-7

Filed 04/17/2007

Page 8 of 32

. .

..
......
.%*i ; : . ... . ., ....
8.

... . .

.

.

.

. . ..
,

.ln&ans t o you,"
.:
. . .
,
I

. ,

.. ....'

. . .

.

.

. . .... . . . '. . . ,. . .:. . . . . .

I

.

.

. . .

.

.

.

fbh.
THE WITNESS:

. . .

.... . .,

,

. . : .

.

,

.

.'.

.

.
,

::-

. . ..

.

. .

I ' d i d n O tc a l l t h e p o l i c e , I ,

.

d i d n ' t c a l l the FBI.

BY MR. LEVY:

Q
him?
A

Did. you c a l l t . Crowley and say -- a n d a s k W

'

I talked t o Mr.

Crowley f r e q u e n t l y , yes. Crowley and a s k him a b o u t how how much he w a s b e i n g p a i d ,

Q

Did you c a l l M r .

m u c h he was making

--

r a t h e r , by Cerberis?

ME. H R O D AWO:
TEE WITNESS:

Object No.
.

t o t h e form.

BY MR. LEVY:
Q
A

Ever?

H e t o l d me.
O b j e c t t o the form.

_R H R O D M. AW O :
BY MR. LEVY:

Q
A
Q
A

Excuse me?

I d i d n ' t have t o c a l l and a s k him.
When d i d h e tell you? A f t e r it became a n i s s u e . When it

H e t o l d me.

Q

--

it became an i s s u e , I t a k e it, on

" '

1
.

ESQUIRE DEPOSITION SERVICES
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.

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( 8 0 0 ) 708-8087

Case 1:04-cv-01565-SLR

Document 126-7

Filed 04/17/2007

Page 9 of 32

50
. .

. .

. . .. . .
.

. . ,. . . ...
, : .

..

,.,

.. . . .

-3, *.. i 3
.
'

..

.

1

~ecernt;e=. 2lst when,the)judye refused.to::.conf .the . . . .. . . i.rm ..

..
.

j'.
. . .

..

'

plan?

.,'>. . .
.8

..
.

,

.

'

,

. .
.

..

,

.

.

. . ..,.. . . .
,

.

.

.

. . . .

.

MR. HARWOOD:

~isj,ect:.to form. ttie".
:

. . . ..
':

.

4

BY MR. LEVY:

.

. . .

-.,.

.. C . .. '
,

.

.

.

..

'

5

Q

How much after December 21st did Mr. Crowley

6
7

tell you how much he was given?
A

I guess I don't understand.

.Howmuch later?
. .

Q
A

Yes.

How much later?

Shortly thereafter.

Within hours, days.

I ..

don't know.
Q

And tell me who was present i n this

conversation you had with.Crowley.
A

It could have been he and I, it could have been

'he and I and other members of the board.
Q
A

Do you have any recollection?

As I say, we meet and confer

--

Q

Do you have any recollection? objection. Let the witness

MR. HARWOOD:

answer the question.
THE WITNESS:

I don't know the first time he

told me.
BY MR. LEVY:
Q

Could it have been as long as six months later?
I don't believe so.

A

Q
..
,

Were you surprised at the amount?
J

I
I

.." .

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(800) 708,8087

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Case 1:04-cv-01565-SLR

Document 126-7

Filed 04/17/2007

Page 10 of 32

51

MR THE BY

CUNNINGHAM WITNESS
14W

Objection What amount2

LEVY amount
of

The

money that

Cerberus was

paying

Crowley

Its
How

very much was

substantial

amount

it

Do

you recall

80000
Did you
10 11

month
ask Crowley what he was doing
for

that

80000

month
believe he told us he tell company consulting what
he

was

doing

12 13 14

What
He

did

you
in Sacramento
and he

has

provides have issues

healthcare
in the Did for

to Cerberus when
of

they

15

healthcare

sector

their business time he was spending

16
17

he tell you how

much

that

80000
that he

month
was spending
fulI-.time

18 19

knew
so

on Coram was

wasnt
on-

real interested

in how

much

time he

20 21 22 23 24 25

spending

that
it

Because spending any

was pretty

clear

to

you

if

he

was spending

full-time on Coram

Couldnt have

been

time on that

correct
to the
as

MR HARWOOD
THE

Object

form

WITNESS

Well

an attorney

Im

sure

ESQUIRE

DEPOSITION

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Case 1:04-cv-01565-SLR

Document 126-7

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Page 11 of 32

140

could

have

simply

added

that

interest to

the

note

without

using

cash2

Are you concludes

aware

that was

Mr.Goldins
an

report thing to

that

that Object

imprudent

do

MR
THE

IXARWOOD

to the

form
in to --

WITNESS

Mr

Coldin

said that very

bankruptcy the
10 11 12 terni

situation used was

its

prudent your

and and

think

he

husband
what
he

cash Thats

okay
not

dont
BY

disagree

with

said

true

--

MR LEVY
Keep
In

going instance
be he
felt

13

this particular since we would

it would DIP line of that
it in as

14
15

be

--

renegotiating
line

credit
would

debtor

in possession

of credit

16 17 18

be to

our advantage light
as

to enter

this situation

favorable

we

could

therefore we made

the

payment
You approved the payment
as it

19

director
specifically did concur report but

20 21 22 23 24 25

Idont-remember
we did review
it

approving happened that to the
and

what fact

we

Isnt
was

Goldin

sas

it

an imprudent

thing

do
form
answered

MR HARWOOD
THE

Object

to the

WITNESS

believe

just

that

ESQUIRE

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SERVICES

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Case 1:04-cv-01565-SLR

Document 126-7

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Page 12 of 32

144

iinprudent MR MR
EThRWOOD

Object

to

the

form

CUNNINGHAM

Id

note

that

theres
in the

an

extended

discussion

elsewhere

report

MR
THE

EIARWOOD

Exactly

WITNESS

Ther

is

an

extended and
as

discussion said before does
as in

elsewhere judgment
he
10

in the

report

its
say what member
is

call
My

Mr

Goldman
as

sic

fact

said

feeling did with new
is

manager
that because credit

board

that

what we

we made debt
of

payment

to maintain going to was

our have

relationship
12 13

the lines

we were and we

to

negotiate
to

felt it

prudent that BY

do

it

Theres
Vt

disagreement
and

believe to ours

14 15 16

hes

entitled

his

were

entitled

MR LEVY
Generally

speaking
and

did you Goldin

find yourself

17 18

relying

on

Goldin

the

report

MR CUNNINGHAM
THE BY

Objection

19

WITNESS

dont

understand

the

question

20 21
22

MR LEVY
Did the directors of Coram rely on the
to

Goldin second

report amended
As

in

making

their decision

file the

23
24 25

plan
it

states

in the of the

second board

amended endorsed

plan
the

the Goldin

special

committee

plan

ESQUIRE

DEPOSITION

SERVICES

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Case 1:04-cv-01565-SLR

Document 126-7

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Page 13 of 32

STATE

OF OF

CALIFORNIA
SS

COUNTY

SACRAMENTO

the of the

undersigned of

Certified

Shorthand

Reporter

State the

Cali.fornia

do

hereby

certify taken before me

1-

That at the

foregoing

proceedings herein set

were

time

and

place

forth

that

any to

witnesses

in the

foregoing

proceedings

prior

testifying
10

were

placed

under

oath
made

that

verbatim
tising

record

of

the proceedings which was

was

by me

machine

11

shorthand

thereafter that the

transcribed
is

under my
an accurate

12

direction

further

foregoing

13

transcription further interested

thereof
certify that am neither financially or employee
of

___

14

15

in the

action

nor

relative

16

any

attorney

of

the

parties
have this date subscribed my

17

IN WITNESS

WHEREOF

18

name

20

Dated

CA
23

IE

STOTTLEMEYER
4373

RNR

CRR

CSR

No

24

25

160 DEPOSITION ESQUIRE STREET SACRAMENTO REPORTERS CA

1801

916

448-0505

CU-Il

TRUSTEE

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A1181

Case 1:04-cv-01565-SLR

Document 126-7

Filed 04/17/2007

Page 14 of 32

UNITED

STATES

BANKRUPTCY
OF

COURT

DISTRICT

DELAWARE

InRe
Corp
and

CERTIFI COPY Nos

Coram

Inc
Chapter 00-3299
11

Case

Debtors

003300

MFW MFw

through

Deposition SANDRA Saturday

of

SMOLEY

September

29

2001

CH-11

TRUSTEE

Ieported by CARRIE STOTTLEMEYER CSR No 4373 Job No 79663

CrowIeyAdminOO734B

RPR

CM

CRR
flOSITION
SERVICES
Sacraioeino

1801

Sireei

Flist

Floor

CA

95814

916.4480505

Fax

916.448.8726

800.610.0505

A1182

Case 1:04-cv-01565-SLR

Document 126-7

Filed 04/17/2007

Page 15 of 32

really agree

with

that

portion of you become

her decision
aware

Well
time that

when.did

for the

first

Dan You

Crowley was

being paid

by Cerberus
of

know

Im

trying to
but do

think know
--

that

and

really
the

dont

remember

dont

recall

timing of that Was
it before

or after the

December

21st

opinion
You
10

know

dont dont
come in

recall

the

sequence
came

of

how

that

came

down
Did
they

recall

which

first
each

11

close

sequence

to

other

12

Yes

yes

yes
few

13

Within Maybe Are you Thanksgiving
was of

days
but just

14

month
saying
the

cant
as

--

15

its
2000

possible you knew

early Dan

as say
Crowley

16

year

that

17

being

paid

separately

by

Cerberus
--

18

just cant
just

say with

specifically

mean

19

cant say
How
did

20

you

learn

it

21

Howd
That

learn
Crowley was being paid
it came up in

22

by Cerberus

23

think asked questions

board
was

meeting

and

we

24

of

Dan
at

and he

very

forthcoming

25

didnt

hide

anything

all
52

1801

ESQUIRE DEPOSITION STREET SACRAMENTO

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Case 1:04-cv-01565-SLR

Document 126-7

Filed 04/17/2007

Page 16 of 32

to

pay
just

Crowley

is

set

forth

in

written

agreement

or is

it

oral
dont
So take know

that
you have never seen
the

it

written
to

agreement
he gets

between

Cerberus and

Crowley pursuant

which

80000

month

No
Youve
never

asked
it was

to

see

it
of

No
10

because
for

outside

Coram didnt

he

was

doing he was

great doing

job

our company

care

what

11

outside
he

12

Do you think Coram if there
had

might

have

done

better

for

13

been

no

conflict
there is

14

Oh
you

dont

think

conflict the

told

15

disagreed
but

with that
saw

portion of
Dan

judges

16

decision

all

was

Crowley performing in an
for the

17

exemplary manner holding
the

doing

great

things

company were
for the

18

company

afloat
his

and

we

as

board

19

extremely pleased with company Did
done

--

what

he was

doing

20

21

you if he

consider

Lhe

fact

that

he

might have monei from

22

better

hadnt

been

receiving

this

23

note holder

24

Well
done any

in

my mind
We were

dont

see

how
in

he

could

have
of
54

25

better

very pleased

all

aspects

ESQUIRE 1801

DEPOSITION SACRAMENTO

REPORTERS
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CH-IITRUSTEE
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A1184

Case 1:04-cv-01565-SLR

Document 126-7

Filed 04/17/2007

Page 17 of 32

praise for
that

what

hes done

and

the

Goldin

report showed

also
The

Goldin

report just
aware

said he
of

breached

his

fiduciary

duty

Are you

that

MR HARWOOD MR
CUNNINGHJUi

Objection Objection

MR LEVY
BY

Withdraw

it

MR

LEVY
Are you
aware of the fact that the

Goldin

10

report

said

he

breached

his

fiduciary
to the

duty form

11

MR HARWOOD MR
THE BY
CUNNINGHAJvI

Object
You

12

can

answer

13

WITNESS

Yes

14

MR LEVY
Thank

15

you

Going on

with Judge
but

Wairaths
read the next

16

opinion paragraph

you

can

read it to
four to

yourself

17

from

lines

11

18

Okay Whats
your

19

reaction with

to

that
because did not
he in

20

dont

agree

that

my opinion

21

Mr
the

Crowley was re1ationship open about

very

forthcoming
we

try to hide
was

22

When

asked him with

very
so

candid

23

and

his

relationship

Cerberus

24

dont

agree

with

that well
strike

25

Apart

from

that

please
56

----------------------------------1801

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REPORTERS CA 916

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Page 18 of 32

Did
hide the

you ever

ask

Crowley whether

he

intended

to

relationship

dont
terms
was

believe
was

that

asked

him in
did

those

no

but

it

my feeling he

not

because

he

very

forthcoming Did
you

ever

ask

Mr

Feinberg why

he

was

paying

him

80000

dollars

month
was

No
Did
10

That

outside
the fact

of

Coram

you think owed

that

Mr Feinberys
dollars by company year

company

was

hundreds

of

millions of that

11

Coram coupled
was

with the Crowley
an

fact

Mr Feinbergs

12

paying

Dan

80000

million bucks conflict of
to the

13

almost

presented

apparent Object

interest

14

MR HARWOOD
THE BY

form

15

WITNESS

No

16

MR LEVY
Youre
familiar
of

17

course
of

with

Corams

18

written policies

on conflict aware of
feel

interest

19

Yes
And Crowley of

Im
do

those
there was

20

you

that

any

violation

by

21

those

policies

22

No
Do you They

do

not
they

23

think
to

apply
of

to

him

24

apply know

all

us
CH-11

Th
25

TRUSTEE

Do you

what

services

Mr

Crowley was

CrowIeyAdminOO74O4

1801

ESQUIRE DEPOSITION STREET SACRAMENTO

REPORTERS CA

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Document 126-7

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Page 19 of 32

BY

MR

LEVY
Did
you take that into

ac.count

MR
THE disagreement

FIARWOOD

Objection
told

WITNESS
with the

you

that

had

basic

judges
did
not

decision
agree with
it

accepted
in

the

judges
BY

decision

that

MR

LEVY
Therefore
is it fair to

say you

did

not

take

into

account judges

perhaps conclusion

because
that

you

didnt

agree

with

it

10

the

Crowleys
knd

ability to

serve

11

as

CEO

of

Coram was

tainted

Im

referring to line

12

ten

on

page

89
HARWOOD WITNESS
Object to the

13

MR
THE BY

form
with

14

did

not

agree

that

15

MR LEVY
know
you

16

didnt

agree in

with

it

but

did

you you

17

take

it

into consideration
this

determining whether judge
said is

18

would

permit

man

who

the

tainted to

19

continue

to be

CEO
Object to the

20

MR
THE performing as continue BY

HARWOOD WITNESS

form
how

21

We
felt

because
he

of

he

was

22

CEO

that

was

in

fact

able

to

23

running

the

comany
CH-11TRIJSTEE/
CrowIeyAcjrninOQl42O

24

MR LEVY
Did
you ask

25

Crowley to end

the

conflict

by
73

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REPORTERS CA

STREET

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Page 20 of 32

refusing

to

take

anything

further

from Cerberus

We

did

not
consider doing

you

that

Did you
could

consider

hiring

an

outside

person
the

who

come

in

during the and kind
of

interim until look

you got

Goldin
or his

report

over Crowleys
be

shoulder was

day-to-day decisions to
against

sure

the

company

protected
10 in hin

man who
serve as

the

judge
the

said was

tainted

ability to

CEO of
to

debtor form

11

MR HARWOOD
THE

Object
We

the

12

WITNESS
takenj

did

not

13

Recess

14

MR LEVY
Exhibit Second
the final

Were

now

going
the

to

mark as Smoley
First

15

version of

Corams
in the

Amended

16

Joint

Disclosure Statement
advises me was

form

that

17

Mr

Harwood

actually

sent
the

to

all

the

18

creditors
and it

and

the

stockholders copy of the

within Goldin

last

few days
at

19

includes

report beginning

20

an

unnumbered

page

21

MR HARWOOD
BY

Its

an appendix

22

MR

LEVY

23

Its
that
So you

an

appendix
to

and

well

have

to look

at

24

want

mark-that
CH-11

TRUSTEE

25

Exhibit

No

was

marked

CrowleyAdminOO742l
74

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REPORTERS
CA

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Page 21 of 32

STATE

OF

CALIFORNIA

SS
COUNTY OF

SACRAMENTO

the

undersigned
of

Certified Shorthand
do

Reporter

of

the

State
the

California

hereby certify were taken
that

That

foregoing proceedings place herein set

before

me

at

the

time

and

forth

any

witnesses testifying
10 record of

in

the

foregoing proceedings under

prior to verbatim using machine

were placed
the

oath

that

proceedings
was

was made

by me

11

shorthand direction

which

thereafter
that the

transcribed

under

my

12

further

foregoing is

an accurate

13

transcription further interested
in

thereof certify that
the am

14

neither

financially employee
of

15

action

nor

relative or

16

any attorney
IN

of

the

parties
have this date

17

WITNESS

WHEREOF

subscribed

my

18

name

Dated0

23

CARRIE STOTTLEMEYER CSR No 4373

RMR

CRR

24 CH-11 25

TRUSTEE

CrowleyAdmjnOO744l 100

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REPORTERS CA 916

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Case 1:04-cv-01565-SLR

Document 126-7

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Page 22 of 32

IN

THE

UNITED

STATES

BANKRUPTCY
OF

COURT

FOR THE

DISTRICT

DELAWARE

copy
In

re
CORP

Chapter Case

11

CORAM HEALTHCARE and

Nos
through

CORAM

INC

00-3299

OO3300MFW
Debtors
Jointly Admin

1JEPOSITION

OF

HARRISON

JAY GOLDIN

New

York New York
October
2001

Thursday

ESQUIRE
D1UOSITION

Reported by David Henry JOB NO 126137

216 East45th

Strce8kh

Floor

NlewYoikNY10017-3304
212.687.8010 800.944.9454

Fax 212.557.5972

A1190

Case 1:04-cv-01565-SLR

Document 126-7

Filed 04/17/2007

Page 23 of 32

72

Goldin revenues
to observe
as

They

had

had

extensive

opportunity
of his

him in his

performance

duties

CEO
And

that

to

your knowledge they that

is

the

extent

of

the

investigation am not aware
full the

did
independent
of that

the

directors

conducted
and

investigatIon investigation

the kind
10

nature of
by you

was

conducted
Do

Goldin

Associates
the

11 12 13 14 15

know whether
of the the

independent took
for

directors after learning
any steps that to

conflict

guard against conflict

potential

abuse

the

posed
Objection Objection
the to

MR BENTLEY MR HARWOOD
Again

form

16 17

Mr Levy
to

independent
the

18 19

iirectors expressed interviews connection rise to that
the our

me during

that we with

conducted

with them in
that gave

20 21

our investigation
and

report

then

in

conversations
directors our in

22 23

held with aftermath of
that

the the

independent issuance
of

interim

24 25

report

they
the

held

Mr

Crowley
the

in very of

high regard on

basis of

record

his

A1191

Case 1:04-cv-01565-SLR

Document 126-7

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Page 24 of 32

73

Goldin performance
put Dan as

CEO

As

one

of

the

directors
of of

it

as

recollect

getting

somebody

Crowleys caliber
Francis

was

the equivalent

St

High

School

getting Wilt

Chamberlain

on its

basketball well
the

team

That

formulation captured
overall directors
10 11 12 13

general and

enthusiasm
for as

of

the independent achievements and

Mr Crowleys
CEO

performance

Did you
to

perform any those

investigation

determine whether

independent basis for coming
to

directors had
the

sufficient they the

14 15

conclusions

did
course
of our the

During investigation we

16 17 18

examined

carefully

companys performance
frame and

over the

relevant time

reported

in some

detail on the
respects

19 20

companys performance
during
the

in various by our

period

covered

21 22

investigation My question your investigation whether
the to

you was

whether

did
of

23

include

determination

24 25

independent
basis for

directors had
not

sufficient

their conclusions

A1192

Case 1:04-cv-01565-SLR

Document 126-7

Filed 04/17/2007

Page 25 of 32

179

CERTIFICATE
STATE OF

NEW

YORK

ss
COUNTY
OF

NEW

YORK

David within hereby
10 11 12 13 14

Henry
the State

Notary
of

Public

and

or

New

York

do

certify
That HARRISON

GOLDIN

the

witness

whose was

deposition

is

hereinbefore that
of

set forth

duly sworn by me and
is

such the

deposition given
by

true

record

testimony

the

witness
am not this

15 16 17

further certify that related
by to or any of the

parties to

action

blood

marriage and that
in the

am in no
of this

18

way

interested

outcome

19 20 21

matter
IN set

WITNESS
this

WHEREOF
8th

have

hereunto

my hand

day of

October

2001

22

23 24

____________________ David Henry

25

A1193

Case 1:04-cv-01565-SLR

Document 126-7

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Page 26 of 32

JITED

STATES

BANKRUPTCY
OF

COURT

DISTRICT

DELAWARE

InRe
Coram Healthcare
and

Corp

Coram

Inc
Chapter
11 Case

Nos

Debtors

00-3299 00-3300

MFW MFW

through

CERTIHED

COPY

Deposition DANIEL Thursday

of

CROWLEY October

25

2001

Reported by CARRIE STOTTLEMEYER

PPR

CM

CPR

CSRNo
Job No 80965

ESQUIRE DF
TiO
Flour Fax

SR

--

80

SlittL

First

Sacatæe CA9584
800.610.0505

916118.0505

916.443.8726

CH-11

TRUSTEE

CrowIeyAdmiflOO27l7

A1194

Case 1:04-cv-01565-SLR

Document 126-7

Filed 04/17/2007

Page 27 of 32

of

interest and
Be

its

an

actual

conflict
as to

of

interest
the judge

speculative Are you
good

on

my

part

what

is

thinking

wishing

me

to

speculate you
ever

Thats
with anyone
an what

answer when

Have
she

discussed
there was

she

meant

said that

actual

conflict

of

interest
You can

MR
other

FELDMAN lawyers

answer

that

for

anyone

than your

BY

MR LEVY
Well

10

no
tell

If

you

discussed discussed
what

it

with your with your

11

lawyer lawyer

you can

me

you

it

12

Im MR
THE

not

going

to

ask

was

discussed
it yes

okay

13

FELDMAN

You

can

answer

or

no

14

WITNESS

Yes

15
16

BY

MR LEVY
Have

you

ever

discussed

that

with

anyone

other

17

thanyour lawyer

18

No
Have
the

19

you ever

discussed that

with any member of

20

board

of

directors of FELDMAN
The

Coram
meaning of
those

21

MR
BY

words

22
23

MR

LEVY
The

meaning

of

those

words CH-11 TRUSTEE/

24

No
Hate

CroweyAdminOO2727

25

you

ever

discussed

with

any

member of

the
12

ESQUIRE 1801

DEPOSITION SACRAMENTO

STREET

REPORTERS CA 916

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A1195

Case 1:04-cv-01565-SLR

Document 126-7

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Page 28 of 32

board

of

directors
with

of

Coram

the

question an
actual

of

whether
of

your

relationship interest

Cerberus was

conflict

Would

you

ask

that

again sorry
be

MR
distracted movement hook
to focus

FELDMAN

Im
mean
--

Im

getting
but all the

dont
the

to

difficult need do
to

and

stuff

if

we

break
but

for

you hard

to

your when

gear

Im

happy to
lot of

that

its

theres

mechanical

stuff

going

10

on MR LEVY
Recess

11

Lets

hold

it

second

12

taken
Why

13

MR LEVY
then Record
THE BY

dont

you

read the

last

question

14

15

read
Yes

16

WITNESS

17

MR

LEVY
With
which

18

members of

the

board

of

directors

of

19

Coram have

you

discussed

that

20

The When discussion

full

board
the first time

21

was

you

had

such

22

23

dont

recall

the

exact

date

24

Approximate Couple
days

date after this December
21st

CH41 TRUSTEE
CroweyAdminOO2728

25

13

ESQUIRE 1801

DEPOSITION SACRAMENTO

STREET

REPORTERS CA 916

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Case 1:04-cv-01565-SLR

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Page 29 of 32

And was

that

at

formal

meeting

of

the

board

dont
What

recall

think

so
did
to the

did you
on

say that

and

what

members
of

of

the

board

respond

subject

the

best

your

recollection
That

Just

give

me

the

substance
for the

had and

run

the

company believe

company
the

very

very

well

that

that

saved and
that

company
earned

from rather certain extinction the
in the

had

respect

company

outside and

the

company had understood

10

from

every

conceivable
for

constituency

that

11

complete how
she

respect may have

the

judges

decision by
the

and

12

been

uncomfortable myself but
that

relationship for nothing
the

13

between

Cerberus and
my

my duties had
in

14

Cerberus and
to do

relationship
that

with
was

Cerbers

15

with

Coram and

disappointed board

16

outcome

that

believed

that

the

members

knew again

of

17

my relationship
that

with Cerberus

and

discussed month to and

18

was
to

being paid Cerberus
had

80000
that

dollars

provide
that the

19

services

would

continue
on my

20

duties

at

Cerberus

no

impact

activities

at

21

Coram

and

that

there

was

no

conflict
at

in that

Cerberus

22

had

never

asked

me

to

do

anything

Coram

thats
in

the

23

substance
was that

of

it

and

the

boards
had

substance conducted other

response

24

their

feeling

was

myself above than in

25

and

beyond

that

had

never

acted

Corams
14

ESQUIRE
1801 STREET

DEPOSITION SACRAMENTO

REPORTERS
CA

CU-li

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best

interests

and

that

they

and

wished

that

had

simply given
of

them

my

contract

and
it

disclosed
have

the

amount

pay with

Cerberus because with ostensibly
else you

would

provided

Judge

Wairath

more comfort from that

Anything

recall

meeting

No
Now
that you that

said
you

believe earned
is

at

the

beginning
of

of

answer

had

the

respect

every
recall

conceivable
10

constituency

that

right

dont
In

those

exact

words

but

its

in

the

transcript

11

substance

12

Yes
Do you equity holders believe
as you

13

earned
of

the

respect

of

the

14

result

your

conduct
the

15

MR
BY

FELDMAN

Mischaracterizes

testimony

16

MR LEVY
Do

17

you believe

that

the

equity

holders

are

18

constituency

19

Yes
Do you believe believe work
that that that

20

you earned
the

their

respect
respect
the the

21

equity
at

holders and

22

did and achieved

have
at

done

Coram
are

results
that

23

have

Coram

and

disappointed respect
that the

24

Corams insolvent
What
is

and
the

be1eve
of

they

work

25

basis

your belief

they
15

1801

ESQUIRE DEPOSITION STREET SACRAMENTO

REPORTERS
CA

916

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CrowIeyAdmrnOO273O

A1198

Case 1:04-cv-01565-SLR

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Page 31 of 32

REPORTERS

CERTIFICATE

certify that deposition

the

witness

in

the

foregoing

DANIEL
was by me

CROWLEY
in the

duly

sworn

to

testify
was

within-entitled
at the time and

cause
place

that

said

deposition
that

taken

therein named reported by

the

testimony of

said

witness

was

me

duly Certified Shorthand authorized said
to

Reporte

of

the

State
and

of

California
and

administer

oaths

affirmations transcribed
further

testimony was

thereafter

into

typewriting
am not of counsel or

certify that
or

attorney

for

either
in

any of

the

parties
in

to

said outcome
of

deposition
the cause

nor named

any way said

interested

the

in

deposition have hereunto
set

IN

WITNESS

WHEREOF

my hand

this

day of

2001

7
CARRIE STOTTLEMEYER Certified Shorthand Reporter Certificate No 4373

CH-11

TRUSTEE

CrowIeyAdmjnOO2342

1iJ
1801

ESQUIRE DEPOSITION SERVICES STREET CA 916 SACRANENTO

448-0505

A1199

Case 1:04-cv-01565-SLR

Document 126-7

Filed 04/17/2007

Page 32 of 32

UNITED

STATES

BANKRUPTCY
OF

COURT

DISTRICT

DELAWARE

InRe
CORAM
and

HEALTHCARE

CORPORATION

CORAM

INC
Debtors

Chapter 00-3299

11

003300

MFW MFW

Case Nos through

_______________

COEPY

14

DEPOSITION Palo Alto

OF

DON AMARAL

15

California

16

Friday

October

26

2001

17

18

19

20 21 22 23 24 25

Reported by RACHEL FERRIER CSR No 6948 Job No 28956

CH-11

TRUSTEE

CrowIeyAdmiflOOll6l RECORD
Chicago

ii
.1_i

ii

OF EXCELLENCE
800.708.8087 Fax 312.704.4950

312.782.8087

Al 200