Free Appendix - District Court of Delaware - Delaware

Case 1:04-cv-01565-SLR

Document 126-13
Adams
Arlin

Filed 04/17/2007

Page 1 of 30
3/27/2007

Volume

Did he was going

you understand
to

at

that

time that

be did

trying to

get

that

money

No
Is

not
experience

it your tell

sir that
someone owes

when them

people large take

you

they believe money that

sum of steps
to

they typically

try to

collect

it
Ill
object nature
to of

MR BRESSLER
the

form and

the hypothetical

10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 you

the

question

dont
matters
so So

have

much

experience

in

such

cant

say

its my experience
us

youre telling
an

then
one

sir that
way or the

didnt have

expectation that Dan

other upon he
was

learning large
to

Crowley

believed

owed

sum of

money that he
claim
that you

didnt want
made
the

prejudice
it was

that

decision

between an

him and that money

Cerberus you didnt have
he was

expectation collect
the

going

to

be

trying to

from Cerberus

MR BRESSLER
the of

Ill object
complex

to

form and
the

the

compound

nature

question

dont

think

was

thinking

along

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38

A1351

Case 1:04-cv-01565-SLR

Document 126-13
Adams
Arlin

Filed 04/17/2007

Page 2 of 30
3/27/2007

Volume

those

lines
Did you steps expect
--

that

he

was

not

going

to

take

any

No
--

to

collect

it
along

As those

say

wasnt thinking

lines
So the fact

that
to

Dan

Crowley
that

may money
of

have 10 11
12

later taken was

steps

collect

from Cerberus breach
of

not

in your

mind part
is

any

fiduciary

duty

that

right

MR BRESSLER
form Thats not what
he

Object

to..the

13 14 15 16 17 18 19 20 21 22 23 24 25 have very Dan owed

said

hadnt thought about that Youre thinking
Crowleys
to

about collect

it

now

Was

effort

to

that of

money fiduciary

him by Cerberus

breach

duty
In

--

the

sense

that
He

think knew
that

he

should

kept

me

advised
subject

this was and with He

touchy

with

the
that

court very

Judge knew one with

Walrath
that was

She made concerned

clear
It

about

it
had

was

of

the very

first things

discussed

him

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39

A1352

Case 1:04-cv-01565-SLR

Document 126-13
Adams
Arlin

Filed 04/17/2007

Page 3 of 30
3/27/2007

Volume

And went ahead

when had

he

--

and

despite

that

he

and

meetings
he

or letters or

telephone

calls whatever
with
that

had
Cerberus
to

communicating

Mr
was

Feinberg and not
the

think
conduct

yes
things Did

right way

with ask

me
him not
to

you

pursue

his

claim against

Cerberus

No
10 11
12 13

When When prejudice
tell

he he

asked told

you

--

withdrawn
did not want
to

you he

his

claim against there were him to

Cerberus
steps

did you that
of

him that did not

certain
take

14 15 16 17 18 19 20 21 22 23 24 25

you
that

want

in pursuit

claim Yes
laid down could
in he

three basic

rules

Im

not

so in

sure

remember

them but

they are

writing that that
he

prior depositions could not do anything with

One
for

Cerberus

was

inconsistent not
to

Coram

Number
he

two
be

could

spend Coram

any time that
in

should

devoting And

regard

to

Cerberus There told

matters

there was specific today

third
that recall

were

three very Sitting

things

him

here

cant

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40

A1353

Case 1:04-cv-01565-SLR

Document 126-13
Adams
Arlin

Filed 04/17/2007

Page 4 of 30
312712007

Volume

all

three
Did you ever ask him how much
he

was

owed

by Cerberus

dont
Did you
was

think

so
that Dan Crowley

understand

not

lawyer
think understood
he

was

not

lawyer
Was 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25
to do it your

understanding

--

withdrawn
Did continued but not
to He to

Dan
do

Crowley certain
for
--

tell

you

that

he

things
that

for Cerberus

be

paid me

work
not
so

told

it was

much that

an from

understanding
time to

What

he

told me was

time matters which

would

arise within Feinberg horseback he to
call

Cerberus him to By

prompted

Mr

get he
to

his what created do any

call the

opinion

that

impression
It

wasnt
just

expected give

research

was

to
to

Mr

Feinberg that

his intuitive arise as

response Cerberus

situations

might And

or for

Mr Feinberg
And with

this was

very
if it

sporadic
has nothing
to

said
and

well
you

Coram

dont

have

spend

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41

A1354

Case 1:04-cv-01565-SLR

Document 126-13
Adams
Arlin

Filed 04/17/2007

Page 5 of 30
3/27/2007

Volume

very
to

much

time on

it

Im

not

going

to

object

that
So

based was

on those continuing

discussions
to

you

knew with

that

he

communicates

Stephen

Feinberg

correct
time
--

From time to what
he

knew time call

from

said that

from time to Feinberg might

sporadically

Mr

him

Thats
10 11 12 13 14 15 16 17 18 19 20
to

all So

knew
you knew then that he was still

communicating

with

Mr

Feinberg

right

Well cant
embroider

stand

on my prior answer

it
it

Well
you
at

didnt come

as

surprise that
he was

later time to

learn

still in communication

with

Mr Feinberg

did

it
Well
when you say

in
surprise
as If

communication yes
you that ask
the

that

was

question

did it come

surprise call

21
22 23 24 25

from time to
the

time

Mr

Feinberg would

him

answer Did
it

is

no
you
to

surprise

learn time

that

in

their communications

from time to

Mr

Crowley

would

raise with

Mr

Feinberg

the

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A1355

Case 1:04-cv-01565-SLR

Document 126-13
Adams
AiIm

Filed 04/17/2007

Page 6 of 30
3/27/2007

Volume

with

theirs
Did there come the time you read time in March were appointed
of

2002

about

trustee
opinions1

when one

you

Judge

Wairaths
relating
of to

oral one written
plans

Corams first two proposed
reorganization
There And 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 form
--

did
recall
to

do you relation

approximately

when

that

was

in

your appointment would or the say maybe day
the

Very day of the

early

appointment
at

after
become Crowley and

And aware
of

that

time did you
to

the

issue relating conflict
of

Dan

potential

interest
object
to the

MR BRESSLER

Idid
MR BRESSLER
answer
--

but

he

may

Yes
Did trusteeship documents you
in

the any to

early period
of the

of

your

review

underlying
of

relating

this conflict

interest

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107

A1356

Case 1:04-cv-01565-SLR

Document 126-13
Adams
Arlin

Filed 04/17/2007

Page 7 of 30
3/27/2007

Votume

cant dont
recall
Let

recall

may

have

but

me

try to

be

little bit more

specific

sir
Do you
of

recall

reviewing
the

during

the

early part between

the

trusteeship and

agreement

Cerberus

Mr Crowley it
whether you have ever

dont
Do 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 part
of

recall recall

you

reviewed

that
Sitting here

today

cant

recall

that

document
Do you recall between reviewing any and
of

correspondence

Mr

Crowley

Mr

Feinberg

in approximately

November

1999
Sitting Do employment you here recall cannot recall the and

that

reviewing

agreement

between

Crowley

Coram dont
Do you your

recall
recall sometime in the reviewing any early
of

trusteeship

Corams SEC filings
At any time during
the

trustee-

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108

A1357

Case 1:04-cv-01565-SLR

Document 126-13
Adams
Arlin

Filed 04/17/2007

Page 8 of 30
3/27/2007

Volume

yes

Im
part
of

trying

to

focus

on

the

early

the

trusteeship March

April that

period
think And do you

did
recall that
at

that

time
was

2002

the Cerberus/Crowley
in

relationship

disclosed

Corams SEC filings

MR BRESSLER
10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25
of the the

Ill
to

object

to he

form

He

can

answer

the

extent

recalls
Do vaguely whether recall sitting

here no

but

remember
it

reading that

about

it

Now

was

at

time Im not sure
the

After became

you

became for

trustee

you

responsible

Corams SEC filings

correct
That But
is -correct

you

also recall
of

having which

read

some

SEC filings your That Do

Coram

were

made

prior to

taking
is

over

correct
recall
at

you

some point report

early written

in

your trusteeship gentleman named

reviewing Harrison

by

Goldin

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109

A1358

Case 1:04-cv-01565-SLR

Document 126-13
Adams
Arlin

Filed 04/17/2007

Page 9 of 30
3/27/2007

Volume

do
So

recall

that
sometime in the

you
of is

read that
the

early period That Do
the of

trusteeship

correct
recall at reading
that

you

some point

early in

trusteeship

Corams original plan
had been filed
in the

reorganization

bankruptcy

court Well
read so
--

many

documents

10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

cant

sit

here

Im
test

not

trying to

give

you

memory

probably
of

did because

read

lots

material
We are

almost at

the

end

of

this

part

of

the

deposition

Go right ahead But read
its do

you

believe
of

that

you

also

Corams second plan
amended
A.

reorganization

plan sure
do

of

reorganization

Im
And

did
also believe statement with that was you filed plan

you

read

the

disclosure
in

that

by Coram
of

connection

its

original

reorganization

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110

A1359

Case 1:04-cv-01565-SLR

Document 126-13
Adams
Arlin

Filed 04/17/2007

Page 10 of 30
3127/2007

Volume

A. as to

Ibelieve
when the

did but
it would

cant
have

be

sure

did except early

been

during

days

Okay

MR PETERS
Adams

Lets mark this

Adams Exhibit identification
Adams Exhibit 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 on by Coram front of
do

was

marked

for

you

have

that

in

you

sir

Ido
Its
in Is the

disclosure
of

statement

filed

August this

2000
that

document

youve read

prior occasion
It

seems
is

to

be

but

Im

not

sure
the

There front named

gentleman

listed on Do you know

David--Friedman

who

heis
have heard
of

him

dont

know

him
You have never met

him

No
And you have have never any spoken
to

him
of

dont

recollection

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III

Al 360

Case 1:04-cv-01565-SLR

Document 126-13
Adams
Arlin

Filed 04/17/2007

Page 11 of 30
3/27/2007

Volume

Youre writing
time where ten you have been

this at
the

period

of

trustee

for about

months Right
And
he

has

been

the

CEO

of

Coram

for

over

three

years right

Couldbe
And about 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 thought Crowley CEO
of his

youre writing
tenure
at

in

this document

entire

Coram correct

Correct

And
was

in

fact
an

you

concluded good

that job as

Dan
the

doing

extremely

Coram
Did

didnt you
say not

that
to

Im
document

purporting

quote

the

Im
No
he

just asking

you

wouldnt say extremely
doing pretty good

was

job
Sam

From the

time that

you

first met Levy
in

Zell Don Liebentritt and Richard
March
of

02
was

through

January they were

of

2003

when you

that
to

pleading terminate

filed

urging

Mr
They And

Crowley correct

were
during that time period they

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167

A1361

Case 1:04-cv-01565-SLR

Document 126-13
Adams
Arlin

Filed 04/17/2007

Page 12 of 30
3/27/2007

Volume

were

urging

you

to

sue

Mr Crowley correct
about
of to

dont time
correct second
The

know

the

suing

at is the

that

first part would have

your question hesitate on

Im

not

sure
recall
he

Dont
time you met file

you

that
was

from the you

first
to

Mr

Levy

urging

lawsuit

against

Feinberg

Crowley

and

others
10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 use that
the In

think

thats right

fact

Mr

Levy

was

urging

you

to

file others

lawsuit which

against

Feinberg
as

Crowley

and

branded

them

racketeers

right

MR

BRESSLER

Ill

object

to

form but he can answer
He said he thOught

it
be

it might

RICO violation
--

And

the

in

RICO stands

for

racketeering

correct thats true but
as he to

Well

did not

expression

applied
was to

them
you large
in

Well April May
of

Mr
of

Levy
2002

urging
sue

June

number

people

including

Dan

Crowley

under

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168

A1362

Case 1:04-cv-01565-SLR

Document 126-13
Adams
Arlin

Filed 04/17/2007
Volume

Page 13 of 30
3/2712007

racketeering That

statute
is

correct

true
that time period you did not

During terminate Dan That
In

Crowley
is

correct

true
during that
to

fact
an

time period give him

you

entered

into

agreement

raise

correct
You 10 11 12 entered release
was

could during
an

say

that
time period
to

And into

that

you

agreement very
file

give

him that

from the you
to

litigation against

Mr

Levy

13
14 15 16 17 18 19 20 21 22 23 24 25

urging

him correct
object
to

MR BRESSLER
the

Ill

form but
Your

he

can

answer
although actual

questions

.1

well-intentioned facts
--

really distort the

Can you think So you answer
to

answer

my question

please

did
thought that was responsive

my question

Ido
Did reviewed there come prepared time that by Goldin you

report

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169

A1363

Case 1:04-cv-01565-SLR

Document 126-13

Filed 04/17/2007

Page 14 of 30
Page 176

CERTIFICATE HEREBY CERTIFY
and that the are

proceedings
contained
.5

evidence

objections
in the

fully and
notes and

accurately
taken that

stenographic March
correct

by me on
this
is

Tuesday
true and

27

2007

transcript of

same

10

14

Cynthia

Whyte

RPR

15 16

17

The
this

foregoing certification
not same

of

18

transcript does
of the of the

apply to
by any

ny

19 20 21 22 23 24 25

reproduction
unless under

means
and/or

direct

control

supervision

the

certifying

reporter

I.

..

a..._..t....liS_-

a__1a.1m.S.

_...

s..ka.a.4........

....

A1364

Case 1:04-cv-01565-SLR

Document 126-13
Goldin

Filed 04/17/2007

Page 15 of 30
3/21/2007

Harrison

IN

THE

FOR
ARLIN

THE

UNITED STATES DISTRICT OF

DISTRICT
DELAWARE
II

COURT

Certified
Case

Cop

ADANS
of the

Trustee

Chapter Post-

No

Confirmation Bankruptcy of 04-1565 Estates of Coram Healthcare CORPORATION and of CORAN INC Delaware corporation Plaintiff

vs
DANIEL

AMARAL
PETER

CROWLEY WILLIAM

DONALD

SMITH

and

CASEY SANDRA

SMOLEY Defendants

Wednesday

March

21

2007

1020

a.m

Deposition
the 1177 offices of of

of

HARRISON
Capital

GOLDIN

held

at

Cerberus the

Management

L.P
York

Avenue
to

Americas
before State

New

York

New

pursuant Notary

Notice
the

Danielle
of

Grant

Public of

New

York

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Page

A1365

Case 1:04-cv-01565-SLR

Document 126-13
Goldin

Filed 04/17/2007

Page 16 of 30
3/21/2007

Harrison

Goldin
at

this

deposition

precisely but

when did on
in

or how learn the his

learned views And on

Mr Levys views
my role fairly becoming my

early

process
with his

recall on

generally but was do that

familiar not

position

role
it

recollect the

specifically elements or

what all of
In

comprised of his work the give he was

the

elements of

views
did

the

course

your to

you

10 11 12 13 14 15 16 17 18 19 20

at

any

time

make

suggestion Crowley Cerberus

Special up his

Committee

that

Mr

should while

relationship

with

Corams

CEO Mr Kipnes
defined me of role
in

had

precise You the

and referred

the

Coram

matter
to

earlier that

in this

deposition that

formulation
as

role
and
it

regarded was that very
of

formulation

my

charter

role

that

fulfilled
with the on
to

I-had the Special

limited the

contact have

Committee and
of

board and

21
22 23 24 25

perfection
the an

focused the
to

myself

my teams

elements assessment

assignment the

which
if

related of of in

as

impact
on the

any

Mr

Crowleys
prior to

conflict the

management hearing

Coram

confirmation

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Page 29

A1366

Case 1:04-cv-01565-SLR

Document 126-13
Goldin

Filed 04/17/2007

Page 17 of 30
3/21/2007

Harrison

Goldin December
of

2000

relating

to matters issues

as

we

discussed mediation

including

valuation

and

Did order appointing from

you you

feel

constrained

by

the

independent to the

restructuring Special

advisor

recommending they insist with was

Committee up 10 his

that

that

Mr
if

Crowley you for

give

relationship that that

Cerberus the best

concluded

thing

Coram

11
12 13 14 15 .16 17 18 19

todo
MR
of

BENTLEY

Objection

to

the

form

the

question
constrained
in is

Mr Kipnes
that was an

word

may or may not
not

apply was

this

situation
with conducting

trustee

charged and

independent had

examihation
center
is of

that

independent and that

examination center you
in of

gravity
that

gravity
prior
It

the

one

described

to

20 21
22 23

my

answer
was not to enter
it

general not to

advice

to

the

Special issues not to

Committee
of good

was

consider
it

corporate
in

governance
on the which

24 25

was

participate
of

or advise

ongoing

management

the

company

all of

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Page 30

A1367

Case 1:04-cv-01565-SLR

Document 126-13
Goldin Harrison

Filed 04/17/2007

Page 18 of 30
3/21/2007

Goldin

Mr
Exhibit which
21

Goldin
is

placed pages off

before
of

you

which

four
of

the

printed
ask me know

off you
if

the take
--

Goldin

Associates look need this
at

website
and the let

to you

quick

them read an

you

dont
if

to

entire

thing

but on

let the

me know Goldin

is

accurate

portrayal

Associates

website
10 11 12 13 14 15 16 17 18 19 20 influence on the the Coram

Yes
Who

sir
at

Goldin

Associates

headed

up

assignment

Idid
What was to Daniel the

Crowleys

role

if

any

with

respect

Goldin

Associates

assignment

dont
word role
Did the

understand

what

you

mean

by

Daniel report

Crowley that you

have

any

drafted

21
22 23 24 25 the

No
Did Daniel Crowley
at

participate

in

drafting of your

report

all

No
Apart from being interviewed by you

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A1368

Case 1:04-cv-01565-SLR

Document 126-13
Goldin

Filed 04/17/2007

Page 19 of 30
3/21/2007

Harrison

Goldin and your team
in

connection

with
as

the

report
you

did

Daniel with

Crowley to

do

anything
report thing
of

far as

know

respect

the

you

prepared
know

The did give was us to order everything Was able 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 independent perform were the by your interview needed with to all to get

only all we
it

Mr
at

Crowley Coram to

the

people

asked for
experience that you were

your to

access
--

all the and

documentary you

information needed to

evidence your

information

reach

conclusion

Yes
Was the

sir
Goldin Associates from to able Coram to that itself
it

individuals in order

interview to the

satisfy
in

respect

conclusions

this

report

Yes
Did

sir
anybody refuse to be interviewed

team
Mot Do to my you

recollection
who determined be you that to an

know

third

party

should that

retained

investigation to

ultimately

retained

do
assured
it

25

was

was

the

advisory

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A1369

Case 1:04-cv-01565-SLR

Document 126-13

Filed 04/17/2007

Page 20 of 30

3-21-07

Adams

Goldin.txt

3/29/2007

139 Goldin CERTIFICATE STATE OF NEW YORK

ss
COUNTY OF

RICHMOND GRANT Reporter
within do and

I- DANIELLE
Shorthand Public New
10

Certified
and for Notary State of

the

York

hereby

certify
the is was

That

HARRISON whose

GOLDIN deposition
set and

11

witness

12

hereinbefore sworn me

forth
that true by

duly

13

by

such record of the

14

deposition testimony further related this and in In set to

is

15

given

such that the

witness
am not to

16

certify any by am of

17

parties or

18

action that

blood
in of no

marriage interested

19

way

20
21

the

outcome

this

matter
have day hereunto of

witness hand

whereof
this 29th

22

my

March

23

2007

DANIELLE

GRANT

139

Al 370

Case 1:04-cv-01565-SLR

Document 126-13
Adams
Arlin

Filed 04/17/2007
Volume
II

Page 21 of 30
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VOLUME IN THE FOR UNITED THE

II

STATES

DISTRICT

COURT

Certified

Copy

DISTRICT

OF DELAWARE

ARLIN ADAMS Chapter 11 Trustee of the Post-Confirmation Bankruptcy Estates of CORAN I-IEALTHCARE CORPORATION Delaware Corporation and of CORAN Delaware Corporation Plaintiff

INC

vs
DANIEL

CASE NO 04-1565

CROWLEY
WILLIAM

DONALD

AMARAL
PETER

CASEY
AND SANDRA

SMITH

SMOLEY
Defendants

Wednesday

March

28

2007

933 a.m

Continued ARLIN offices of
of

Lewis LLP 3600 Philadelphia
pursuant
to

videotape deposition held at the law Schiiader Harrison Segal 1600 Market Street Suite

ADAMS

Pennsylvania

19103

notice

Whyte
and

Registered Notary Public

before Cynthia Professional Reporter

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A1371

Case 1:04-cv-01565-SLR

Document 126-13
Adams
ArUn

Filed 04/17/2007
Volume
II

Page 22 of 30
3/28/2007

How
Because
as was

later learned worth
at

the

facts

that

unit and

least

potentially considerably
the

probably than
sale

practically obtained
that for it in

more
the the

was and

course

of

Mr Crowley
the of an

who

completed

sale

consummated
in the that less sale

sale

therefore

participated
at

important unit 10 11 12 13 14 15 16 17 18 19 20 hearings everything have been

price

thought
than

from

had

heard

was

should

obtained
When did you
in

learn
the

those

facts

Later on How much

proceeding

later
at the

think when What

hearing

one

of

the

it was

discussed

year
tell

Cant
The

you
took place
in August of

CPS

sale

2000
Before
Right1 was late

21
22 23 24 25 known
as

appointed

yes
of

July very beginning

August

of

2000
Are you
of

aware
of

of

any

facts that

that

were

August

2000

you believe

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A1372

Case 1:04-cv-01565-SLR

Document 126-13
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Arlin

Filed 04/17/2007
Volume
II

Page 23 of 30
3/28/2007

view years

is

in

light of

the

fact

that sold for

number
lot

of

later the have have
the

company opinion

was

more
should

that

Mr
for

Crowley more in
to

sold the

company

2000

MR
form

BRESSLIER

Object

the

No
How what 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Cerberus
of CPS of just

does

your opinion

differ

from

said
have by
not

Because any real

seen

any evidence
in an

diligence position seeking
is

somebody

Mr Crowleys
of

dealing
to

with
the

asset

that

value There

obtain

maximum
that

price
some the

doubt
he

in my mind want to was

for

other reason

didnt
that be

enhance
to

value

Whether
to

reason
up to

benefit

Cerberus judge
that to

is going

jury or
is

decide
that

think

there

evidence

support What What have

concern
reason
--

possible possible had
in

withdrawn
would

interest

selling
its full

business unit

for

less

than

value
Object
to the

MR BRESSLER
form

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A1373

Case 1:04-cv-01565-SLR

Document 126-13
Adams
Arlin

Filed 04/17/2007
Volume
II

Page 24 of 30
3128/2007

dont know Well
minute

didnt you just suggest

that

ago Its
What

possibility
did you that mean when you suggested had
some its

minute interest
full

ago
in

Cerberus

might have

CPS

being

sold for less

than

value
Exactly what
that

word

may

means

10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

to

me

It

may

have
familiar with
as the to

Are you

term

fairness
banking

opinion

applied

investment

transactions
have Do you heard know
of

it
Deutsche
to

whether and

Bank Coram

Alex Brown fairness

prepared

submitted
the sale of

opinion have

about not

CPS

seen that me they

opinion

accept

--

if

you

tell

did

accept

it

but

havent seen it
Is

that

something
in

that

you would whether fair had
or not

normally consider business whether
to the the

assessing sold for bankers

unit

was

price
submitted

investment

company

fairness

opinion

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A1374

Case 1:04-cv-01565-SLR

Document 126-13
Adams
Arlin

Filed 04/17/2007
Volume
II

Page 25 of 30
3/28/2007

extent

that

he

should

have

thats

the

big

question
And
just

what

about

the

facts

that of

youve

described duty What

constituted by

breach

fiduciary

Mr

Crowley

about

it
Object
to the

MR BRESSLER
form
What 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25
the an the that to the

about
fact

it
that

still stand
he

on to

view

The

continued doesntt much

try

get

slightly better Why

price
get

alter

view

didnt

he

greater

price Well
auction
Slightly
But he

did get

better

price

in

better
think
he

not very should

much
gotten

you

have

even

better

price
from what
this

do
expert
in

Ive

heard

Im

not

field
to the

Turning

your attention

next the

paragraph
sale

it

says

The
In

board

approved
it

unanimously
other Bank

doing
on

so

relied
is the

among

things
Alex

DBABs

which

Deutsche

Browns

opinion

that

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A1375

Case 1:04-cv-01565-SLR

Document 126-13
Adams
Arlin

Filed 04/17/2007
Volume
II

Page 26 of 30
3/28/2007

sale was

fair from

financial

perspective
going
to

MR BRESSLER
object

Im

In
DBAB used the

rendering

its

fairness

opinion
of

three standard methods then
it

valuation
valuation

and

lists what

those

methods And then

are
the last

sentence
that

of

the

paragraph 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 You

says
41.3 of

The

price

Coram

obtained

ultimately
this

million in

cash was within

range

values
recall reading

Do you

that

Ido
MR BRESSLER
object
Do you disagree with
that in

Im

going

to

any

way MR BRESSLER
object
whole
lines
If

Im

going

to

you want you

him to

read the
the

section
on Page

skipped
Let

three

105

him

read the

whole

section

MR PETERS
can

You

know
to

what
ask him

object
you

If can

you

want
his

questions

direct

attention

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A1376

Case 1:04-cv-01565-SLR

Document 126-13
Adams
Arlin

Filed 04/17/2007
Volume
II

Page 27 of 30
3/28/2007

to

any

part
are

of

any document allowed
to

you
do

want

to

What

you
in

not

is give

speech

the

middle of question what

question pending
which you
is

Theres
do

you

agree

with

just read to

from

that

paragraph Tell

in any

way
the

me where

paragraph

is

and

will

read

it

again
one
sale that

The 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 opinion
its In

begins

The board
at the top of

approved
Page

the

unanimously

106
That

doesnt affect

me

at

all that

sentence
That

paragraph
he

Because said that

was

in

control

--

no

sentence
said the paragraph doing the

sir DBABs
rendering three
first

so
sale

it was

relied on

that

fair
used

In the The

fairness

opinion
of

DBAB

standards method
to

methods

valuation
that

yielded The from

valuations

ranged

from 9.7
that

145

second
13

yielded And from

valuations
the
24

ranged

to

61

third yielded
to

valuations

that

ranged

53

The

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A1377

Case 1:04-cv-01565-SLR

Document 126-13
Adams
Arlin

Filed 04/17/2007
Volume
Il

Page 28 of 30
3/2812007

NI

price

that

Coram

obtained

ultimately

is

in

the

range of

values
That does not change my

view no

sir Okay
Were Goldin when report you that aware
of the

portion
out the

of to CPS

the

just

pointed that

you
sale

you

formed

your opinion
of

involved 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25
to that

breach

fiduciary

duty by

Crowley
Was aware
of

this material

Yes Well
zeroed doubt You testimony issues
if in

had
on

read
that

it

dont

know

particular

paragraph

no

did
earlier in your where
to the

made reference
to to some CPS

today

hearing

relating Do

first came saying

your

attention

you

recall

that
said first

dont
came
but they

know
to

whether

came

my attention

Okay
And experts
that

you

said

--

you made
of

reference
at or

and

the

testimony Do you

experts

about

time

recall

that

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A1378

Case 1:04-cv-01565-SLR

Document 126-13
Adams
Arlin

Filed 04/17/2007
Volume
II

Page 29 of 30
3/28/2007

own

proposed

plan

of

reorganization

for

Coram

Ido
And there was
up to be do

you
sort

recall
of $6

that

in

that

plan

some funded

litigation

trust set

by

million that
or not

vaguely And had
to an do

recall

you

recall whether
that that $6

you

understanding Jenner and

million was
of

fund

Blocks pursuit

this
the that

10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

litigation this litigation meaning
litigation you they were proposing
in 2002

bring dont
know whether
if

they they

were going

to

limit it to not
be

that but
to

were

would

surprised

hear
to

that
set

But million of
law

Mr

Levy

wanted
to

aside

$6

Corams money
pursue

pay

him and
on

his of

firm to

certain

claims

behalf

Coram

MR BRESSLER
form of
In the

Object

to

the

question

effect
you

yes didnt
--

Now plan

you

opposed

that

didnt pursue

it

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280

A1379

Case 1:04-cv-01565-SLR

Document 126-13
Adams
Arlin

Filed 04/17/2007
Volume
II

Page 30 of 30
3128/2007

You

didnt agree with his plan

correct

didnt pursue
was

it

in

any

way
was the

not

interested

in

litigation

interested between
the

primarily in resolving two

dispute

factions PETERS
--

MR
before do

Mark
is

that that 23

but

that

what

23

THE 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 between
that

COURT

REPORTER
not

You

said you

were

interested

in

litigation you were
resolving
the

interested between

primarily in two

dispute

the

factions
Did between
that

you
13

ever
of

tell

Dan

Crowley
30 of 2003

March were

2002 to

and

March

you

going

sue

him
Object
to the

MR BRESSLER
form of
the

question
can
it

You doubt interested

answer

because

wasnt

in pursuing

that
tell

Did you March were
13

ever
of

Mr

Crowley
30 of 2003

2002

and

March

you

considering

suing

him
but doubt

doubt

it

may

have

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Al 380