Free Appendix - District Court of Delaware - Delaware

Case 1:04-cv-01565-SLR

Document 126-12
Levy
Richard

Filed 04/17/2007

Page 1 of 37
3/2212007

Yes
And cover
the fax

first page cover

of

the

exhibit

is

page

page

Yes
And Will copies and
he of this an

pleading advisor

were to the

sent

to

Weinstein

was

Equity

Committee

Yes
And 10 11 12 13 14 15 16 17 18 19
if

then
of

Haydon
members

Liebentritt
of the

and

Slezak

are

representatives

Executive

Committee

Yes
And who
is Bill

Pate
to the

MR

BRESSL1ER

object

form

think

you mean Equity BY

Committee

MR

PETERS

Oh Im sorry
Bill Pate had
to
is --

mean Equity

Committee
was
chief

Im

fairly sure
it

then

--

give

him
for

title
Sam

would
--

be

20
21 22 23 24

investment

officer

Zells

his

familys

interests
And then there
is

person

named

Stephanie

Stern
public relations

person

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179

A1321

Case 1:04-cv-01565-SLR

Document 126-12
Levy
Richard

Filed 04/17/2007

Page 2 of 37
3/22/2007

STATE

OF ILLINOIS

SS

COUNTYOFCOOK

RICHARD 084-000035 Notary Registered
in

DAGDIGIAN

Illinois CSR Reporter

No
and
of

Professional
the

Public
do

and

for

County of

Cook State
to the

Illinois

hereby
of the to

certify that examination testify
at the the

previous

commencement duly sworn 10 deposition
that to the

said witness

was said

by me was

truth

that

the

taken

time and

place

aforesaid
reduced

11
12 13 14 15 16

testimony by means into

given
of

by said witness and

was

writing

shorthand

thereafter
that

transcribed foregoing
of is

typewritten

form and
and
as

the transcript

true correct
notes
so

complete

my shorthand

taken

aforesaid
present and
at

further
the

certify that

there were
the

17
18 19

taking
as

of

the

said deposition on the

persons page

parties part
of

indicated

appearance

made

this

deposition
certify
to that am of the not

20 21
22 23

further nor in any way

counsel
to

for

related
in

any

parties
in the

this

suite

nor

am

any way

interested

outcome

thereof

24

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310

A1322

Case 1:04-cv-01565-SLR

Document 126-12

Filed 04/17/2007

Page 3 of 37
311

further applies
to the

certify

that

this IN no

certificate
and

original

signed assume

BLUE

certified
for

transcripts
the my

only
of any

responsibility
not

accuracy control
or

reproduced

copies

made under

direction

IN

TESTIMONY

WHEREOF

have seal

hereunto
this

set
of

my

hand

and

affixed my notarial

L2I24.LI

12 13 14 15

Richard

Dagdigian

CSR

RMR

CRR

My Ma

Commission

expires
RICHARD
NOTARY
PUBLIC

DAGOIGIAN
STATE

OF

ILLINOIS
05-01-07

MY COMMISSION

EXPIRES

18 19 20 21 22 23 24

A1323

Case 1:04-cv-01565-SLR

Document 126-12

Filed 04/17/2007

Page 4 of 37
3/26/2007

Morrison Christina

CONFIDENTIAL

CONFIDENTIAL
IN

THE FOR

UNITED THE

STATES

DISTRICT

COURT

Certified

Copy

DISTRICT

OF DELAWARE

ARLIN ADAMS Chapter 11 Trustee of the Post-Confirmation Bankruptcy Estates of CORAM HEALTHCARE Delaware CORPORATION Corporat ion and of CORAM INC Delaware Corporation Plaintiff

Vs
DANIEL

CASE NO 04-1565

CROWLEY
WILLIAM

DONALD

ANAPAL
PETER

CASEY
AND SANDRA

SMITH

SMOLEY
Defendants

Monday

26 946 a.m
March

2007

of Videotaped deposition CHRISTINA held at the law MORRISON offices of Ballard Spahr Andrews Ingersoll LLP 1735 Market Street

51st

Floor
pursuant

Philadelphia
to

Pennsylvania

19103

notice

Whyte
and

Registered

before Cynthia Professional Reporter

Notary

Public

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Ext Pagel

A1324

Case 1:04-cv-01565-SLR

Document 126-12

Filed 04/17/2007

Page 5 of 37

Morrison, Christina CONFIDENTIAL

Q.

Do you remember who you interacted

with at Coram? A. No; I was sort of in the bowels

working on most of the financial pieces of the transaction. That was the first time I heard of the company.
Q.

Did you come to be involved with

Coram in roughly 1999? A. Yeah, I think that was around the

time. We got a call.

I believe it was Rick

Smith called in to one of my co-heads who knew him from that original transaction and said, "We have an opportunity. Bring a team out. We would like to talk to you about it."
Q.

And what did you know about Coram at

the time? A. Just what was publicly available. I

knew very little about it. And, as I recall, we had a pretty short period of time from when we got the call to when we decided to go out
,

there', so there wasn't a lot of time to learn much about it.
Q.

And did you travel to Denver to meet

with Coram? A. Yes.

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Page 21

Case 1:04-cv-01565-SLR

Document 126-12

Filed 04/17/2007

Page 6 of 37

Morrison, Christina CONFIDENTIAL

Q.

So it was Rick Smith and Wendy

Simpson who engaged you to sell the CPS unit?
A.

Correct. How did you - - what did - - strike

Q.

that. What did you understand to be your responsibilities in serving as the investment bank for the sale of CPS? A. It was to prepare a document and go

out to the market and determine what options they had in terms of selling the business and, to the extent that was acceptable, to then try to get a negotiation - - or to negotiate to get a transaction done.
Q.

Let's look at section 1 (b) of this

letter. It says, "Deutsche Bank will assist client in identifying and evaluating candidates for a potential transaction." A. Right. So did you understand your role to

Q.

include - A.

Identifying candidates, correct. And also evaluating whether or not

Q.

they would be suitable - A. Correct.

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Case 1:04-cv-01565-SLR

Document 126-12
CONFIDENTIAL

Filed 04/17/2007

Page 7 of 37
3/26/2007

Morrison Christina

transaction

So

dont

remember who

called

whom but

it

was
it

just calls your understanding when you
was the

Was first spoke CEO
of

to

Dan

Crowley

that

he

new

Coram
Initially

didnt really know who
role

he was

was
--

what had

his

official and
us

was

Rick nobody
one

gone told

Dan
that

was one out is

there and
was out

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

and

in

figured About how how

that long

eventually
it
--

but..

approximately
this

long had you
first

you

been
to

working Dan

on

deal before

spoke

Crowley

dont

recall

when

first talked

tohim
The diligence process ongoing
of
--

was

the

process spoke

of to

when you

first

Dan

Crowley

Yes
Was the

process

of

the

auction

--

strike

that
Was the

auction
to

process

ongoing

when

spoke
It

Dan

Crowley
remember what point

was

dont

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50

A1325

Case 1:04-cv-01565-SLR

Document 126-12
CONFIDENTIAL

Filed 04/17/2007

Page 8 of 37
3126/2007

Morrison Christina

of

the

process part

it of

was
the

but

we

had

already do where
at we

undergone

process
to

because
as we to

recall bringing

him up

speed where

were but
point
in the

dont

recall

were

that

process
Dan Crowley
of

Did orders
or the

change the

your marching
of

nature
he
--

scope you

your
to

engagement

when

when

first spoke

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

No
At

any point
to

did Dan be your

Crowley

alter

what

you

understood The

job your role
never

engagement

letter was

amended

or changed What were your perceptions
that of

Dan had

Crowley with

from the

interactions

you

him MR KIPNES
question
have than
the he lot of

Object

to

the

form

Didnt
him other business
that

conversation asking
we

was

just

about

and

process

where
of just the

were

Beyond

didnt have
with
He

lot
It

conversations very

him
would

was on

really ask

focused

get

phone

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51

A1326

Case 1:04-cv-01565-SLR

Document 126-12
CONFIDENTIAL

Filed 04/17/2007

Page 9 of 37
312612007

Morrison Christina

some

questions
the

would would an

give be

him

the answers

and

phone

call

over
of the

Did you whether value
of

have

understanding trying to

Dan
the

Crowley sale to not

was

maximize

Coram
how
to

Im
Did have
an

sure

answer

that

understanding
you understand
the CPS that for

Did wanted 10 11 12 13 14 15 16 17 18 19 20
he to sell We

Dan
as

Crowley
as he

sell it
--

unit

much

could

for
towards
the

end
of

of

the

process offers many

we brought
at the

forth

handful

specific how
of

very

end
And
he

dont didnt
the

remember
like

there And
so

were
he

any

them

said Stop
Why

process
them
in

didnt

he

like

your

understanding
He

said they

werent enough
And we
of

and

so

stopped

the process for some period

were

basically think
it

suspended
was

time

21
22 23 24 25

up

to

month
where
to

dont
we just

recall

specifically and
that

didnt
and you

do

anything them
was

went
the at

back

those
was

parties

told

process
that

completed

know

done

point

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52

A1327

Case 1:04-cv-01565-SLR

Document 126-12
CONFIDENTIAL

Filed 04/17/2007

Page 10 of 37
3126/2007

Morrison Christina

And reason

your understanding

was

that

the

Deutsche was
not He

Banks

activities
the

were had come

suspended back were

because high

bids that

enough
like

didnt
he

any

of to

them
you what
it

Did
was he

communicate about
like

didnt
He

like

them
the level of

didnt

them

He

thought

they were were

too

low

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

They

too

low
head
in the

Witness

shakes

affirmative
The

price
the

Correct
So

price
time
--

there came there came Dan

is

it

that and

time where Dan

bids had

back

believed

Crowley
not

believed

that

those
to

bids were warrant

sufficiently

high

the

sale of

CPS

Correct
Can you describe
the

process

of

information
it was

that Deutsche
to sell

Bank

went

through when

engaged

CPS

Which
Let

information
it

me ask

again

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53

A1328

Case 1:04-cv-01565-SLR

Document 126-12
CONFIDENTIAL

Filed 04/17/2007

Page 11 of 37
312612007

Morrison Christina

What Deutsche
it was

sort

of

information from the
CPS

did unit after

Bank

collect

engaged
We gave them would fairly standard typically performance plans
that

request

list that

include
of

historical versus have

financials

budget

actual

any business about

they might management

had

information

team
10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 that
we for list that

There
we

is

fairly standard looking
the for so

request
we

were

that

could

ultimately that
we

draft
to

confidential

memorandum

needed

pull together BRAtJNIG Can we mark this

MR
exhibit

please Morrison Exhibit
was

marked

identification
Do you recognize this
--

Yes
--

document

Yes
What This
sent So is is to all this the the of

document
information request
list

CPS the

division
things
that are

listed

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54

A1329

Case 1:04-cv-01565-SLR

Document 126-12
CONFIDENTIAL

Filed 04/17/2007

Page 12 of 37
3/26/2007

Morrison Christina

did not

undertake Did you have

valuation any

analysis
with price

communications about potential

Dan
at

Crowley
that

or the
in

board

point

time
recall any specific

dont
conversations

MR BRAUNIG
five-minute

Lets take

break
WITNESS

THE 10 11 12 13 14 15 16 17 18 19 20
BY for off the

Okay
We are

VIDEO record

TECHNICIAN
at

now

1051
recess

Short
VIDEO on the record
at

TECHNICIAN

We

are

now

1101
Can we mark
this

MR
next

BRktJNIG

exhibit

please
was marked

Morrison Exhibit identification
BR2tJNIG Miss

MR

Morrison

do

you

recognize

this

21
22 23 24 25

document

Yes

Im sorry
And This what was
is

This
this

is Morrison

document
memorandum

the offering

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62

Al 330

Case 1:04-cv-01565-SLR

Document 126-12
CONFIDENTIAL

Filed 04/17/2007

Page 13 of 37
3/26/2007

Morrison Christina

that

we

pulled

together
the

for

the of

CPS

sale

Whats
memorandum

purpose

an

offering

Its
the

to

tell to

potential them

buyers

about

business

and

provide

typically company
to in as

confidential help them

information
if

about
are

the

determine bid and
to

they

interested
some

placing
to the

give them
They

sense prepare

financial
to

status
the

can

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

their response And enough
to the so

bid request
is to

the

goal that

give

them then return

information company

they

could

or the

investment

bank

with
--

potential
that

bid range
it fits

in which into the

they would
--

is

where

strike

that

Ill rephrase
At

what

stage

of

the

process

is

an

offering

memorandum

prepared
at.the beginning
sent to of

Its prepared
the

process

and

itis

typically have

potential

buyers

who

signed and have about expressed
the

confidentiality
an

agreement learning

interest

in

more

business
Were you prepared
in the

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63

A1331

Case 1:04-cv-01565-SLR

Document 126-12
CONFIDENTIAL

Filed 04/17/2007

Page 14 of 37
3/26/2007

Morrison Christina

Whats

the

question

Sorry
we

MR
question

BRAtJNIG

Could

read the

back

please
read the

The court reporter
record
as

requested

MR KIPNES
cant
In the

Same objection

answer auction was

that
process after the what did

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

memorandum Bank
do to

created

Deutsche

share

this with

potential

acquirers
We

had either

list

of

potential
or

acquirers contacted
to

had

contacted them were

had

us

and

number

of

asked
If

sign

confidentiality confidentiality actually sent

agreements
agreement out
the
--

they

signed
we

before

confidentiality

agreements
remember
or with if

there was
it was

discussion
with

dont
the

specifically
but

board been

management
that

there would
the we list are

have
to

discussions these give
are the

narrowed that

say
to to

the

parties

going
to

confidentiality everybody then
was

agreements
in

ensure
that

that

agreement
CA5

with

list

and

send

the

out

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70

A1332

Case 1:04-cv-01565-SLR

Document 126-12

Filed 04/17/2007

Page 15 of 37

Morrison, Christina CONFIDENTIAL

had provided bids for the CPS unit, is it correct that none of those companies believed the CPS unit was worth more than $50 million?

MR. KIPNES: Object to the form
of the question. Lacks.foundation.
Q.

So after seven different companies

had provided bids for the CPS unit, is it correct that none of those companies stated that CPS was worth more than $50 million? MR. KIPNES: of the question. A.
Q.

Object to the form

Lacks foundation.

Yes. Were all of the bids received for

the CPS unit between 10 and $50 million?
A.

Yes. Does anything in the bid letters

Q.

provided - - strike that. Did anything in the bid letters sent to you indicate that CPS was worth $100 mi 11ion?
MR. KIPNES:

Object to the form

of the question.
A.
Q.

No.
All of these companies

- - did all of

these companies have the same information in

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Page 80

Case 1:04-cv-01565-SLR

Document 126-12
CONFIDENTIAL

Filed 04/17/2007

Page 16 of 37
3/26/2007

Morrison Christina

front

of

them
They would have
all sent

had by

the

confidential Did companies
four

memorandum

us correct
seven

you

from the bid

list of

who would

submitted be

letters select
perform due

who

allowed

to

diligence

dont
but

recall

the

specific

number
come
in

from that perform

list the

list that

could

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

to

diligence did you
be

was

selected
which
to

How companies

select

four
due

would

allowed

perform

diligence
We
--

at

this point presented

we

would bid

have

gone and

back talked

to

Coram
the

the

letters
to

about

next-step
go in

process how many

determine who would
go

should

and

people

back
to

into conduct
actually you meet

more detailed with
the the due

diligence

company
diligence

Did process
for

coordinate companies

those

with

Coram

Yes
Did between you serve
as the

interface

them Yes

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81

A1333

Case 1:04-cv-01565-SLR

Document 126-12
CONFIDENTIAL

Filed 04/17/2007

Page 17 of 37
3126/2007

Morrison Christina

MR
next exhibit

BR1tJNIG Morrison

Lets mark

this

Morrison Exhibit
for

was

marked

identification
Is

this

document

that

you

recognize

No
This
due

document questions

has

the

title

buyer
It was

diligence

l-31-OO.doc

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

produced

by Deutsche Do you have

Bank
any reason
was to

believe by

this

is

document

that

prepared

Deutsche

Bank
We typically track would use this format and questions

to in

track

deals

diligence

deals
Would someone
on

your

--

is

it this

likely

that to for

some6ne assist

on your with
the

team
due

created diligence

document process

CPS

Yes
Looking down
on the at the
--

questions and
this

that
is

run

first column DBSI 000657
--

starting
to

Page

does issues

this appear

indicate

questions

or

raised by parties

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82

A1334

Case 1:04-cv-01565-SLR

Document 126-12
CONFIDENTIAL

Filed 04/17/2007

Page 18 of 37
3/26/2007

Morrison Christina

that

were

performing

due

diligence

on

CPS

Yes
And by column
is to sort of that the

companies

in

the

requested then there

CVS Bain
an all
at

Priority and
does that

parties
those

indicate

you

least

three companies
at the

CVS

Bain

and due

Priority were
diligence on

time

performing

CPS

Yes
10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25
lot or of the Is

the due

diligence
of an

performed acquisition performed
of the

by

companies similar to Deutsche

at

this stage due

the

diligence

by

Bank

prior to offering

issuing

confidential

memorandum
Object
to the

MR KIPNES
question sorry
Could

form

Im
repeat

you

rephrase that

that
Is

the due

diligence
of an

performed acquisition performed

by

companies similar to Deutsche offering

at

this stage due

the

diligence

by

Bank

prior to

issuing

confidential

memorandum
Typically companies
we

will go
at

into that

more

detail

than

might have

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83

A1335

Case 1:04-cv-01565-SLR

Document 126-12
CONFIDENTIAL

Filed 04/17/2007

Page 19 of 37
3/26/2007

Morrison Christina

point
so

in

time because would than
So

this is their business
lot

they

have
we

more detailed have come up

questions

would
--

with

they were

their due specific

diligence form of
due

is

very

detailed

very

diligence

MR KIPNES
of the

Object

to

the

form

question
typically would
this

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

will go
in this

into

more detail

than

have

process

During regular

process
to

were

you making
of

presentations

Corams board

directors
would into board periodically meeting
to

be

asked
an

to

provide

update
And you did that by

phone

Yes

MR

BPAtJNIG

Can we

mark

this

Exhibit Morrison

10

please
10 was

Morrison Exhibit identification
These are minutes of

marked

the

Coram
of the

board board

directors telephonic
directors
of

meeting

Coram Healthcare

Corporation

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84

A1336

Case 1:04-cv-01565-SLR

Document 126-12
CONFIDENTIAL

Filed 04/17/2007

Page 20 of 37
3/26/2007

Morrison Christina

On Page labeled
is

of

this document COR-EQTY

also there

Bates-stamped that

0014712

section

reads

CPS Auction
having

Update

Do you with
the

recall
of

conversation
this

board

directors

around

time

around

February Not

10

200Q date but
of

that

specific several

yes

had

conversations

them during

2000
10 11 12 13 14 15 16 17 18 19 20
We 2000 sort that of this

And process Was

was your understanding
--

during

strike

that
in

your

understanding going
to

February and
see

Coram

was

wait

what

bids were
to sell

received

before

deciding

whether

CPS
Objection

MR GANBINO
You can

answer
specifically about

didnt talk

that about what
was just

they might or forward on

might not
sale of

do
the

moving

the

21
22 23 24 25

business
was what

and

bringing

things

forward

That

my job
Do

was
recall
for if the

you

any bids were
CPS

received

by Coram Received

unit

by

Coram

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A1337

Case 1:04-cv-01565-SLR

Document 126-12
CONFIDENTIAL

Filed 04/17/2007

Page 21 of 37
3/26/2007

Morrison Christina

Did

any

companies

bid

on

CPS

Ill rephrase that
Following performed did any of offer
for the due

diligence
CVS

that

was

by at those
the

least

Bain

and

ProCare
formal

companies

issue

CPS

unit
remember who

dont
there was
--

did

think

dont

remember

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

BRAtJNIG

Lets mark

this

Morrison

11

please
11 was

Morrison Exhibit identification
is

marked

this

document

that

you

recognize

Yes
What This from CVS
is is this the

document
bid letter from March

ProCare
And

its addressed

to

you

Correct
And
in the

second
CVS CPS

paragraph

are

you

determine
to

what
the

ProCare was

prepared

pay

for

unit

$34.5 And

million
know
if
--

do you

were

there

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86

A1338

Case 1:04-cv-01565-SLR

Document 126-12
CONFIDENTIAL

Filed 04/17/2007

Page 22 of 37
3/26/2007

Morrison Christina

conditions acquisition

that

were

placed

on

this

price dont
recall
tell is me

that
what holdback where

Can you

is

holcthack of the

typically
is kept

part
in

purchase until
is

price

usually
or

escrow

some milestone

is met

something then 10 11 12 13 14 15 16 17 18 19 20 21 reaction will not
are the

achieved

at

which

point

its

paid

out
So

an

offer that cash

includes those some

holdback conditions

provide
--

until

met cash

will not those

provide

percentage
are

of

until

conditions

met

Correct
What
--

is

your recollection

of

Corams
to

lets strike that

want

go

back
Do you know the
in
if

Coram unit

received

any initial

other bids for four involved

CPS

from those

due

diligence
this

No
only

think
the

was

--

this is
see

the

22
23 24 25

one

Its
What

only letter

here
of

was

your understanding
to this

Corams reaction

bid
Objection
to

MR GAMBINO

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87

A1339

Case 1:04-cv-01565-SLR

Document 126-12
CONFIDENTIAL

Filed 04/17/2007

Page 23 of 37
3/26/2007

Morrison Christina

form Understanding
had recall
if it was

conversation Dan Crowley was

with or the
that

--

dont

entire
he

board
like

but
the

Dans

response that going going
if

didnt

price

and

this was

the
we

highest would
--

they were
he So

to to

go

then
the

wasnt
what
to

sell

business
that the
he

Dan walk

informed away
if

you

was

10 11 12 13 14 15 16 17 18 19 20

was

prepared

this were

only

bid
Correct
Do you recall those any.board

participation

in

discussions

dont
MR BRAUNIG
exhibit Morrison

Lets mark

this

12
12

Morrison Exhibit
for

was

marked

identification
These
are

minutes of
of

telephonic
of

21
22 23 24 25

meeting

of

the

board

directors They
are

Coram

Healthcare

Corporation
COR-EQTY

Bates-stamped

0014723
in

Do you telephonic

recall participating
on or

meeting

around March

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Case 1:04-cv-01565-SLR

Document 126-12
CONFIDENTIAL

Filed 04/17/2007

Page 24 of 37
3/26/2007

Morrison Christina

do

not you

recall
on
the call

Were
of the

when
or

the board
to

directors

decided

whether

not

approve

transaction

dont
Do you ultimately

recall know

if

was

or

not

whether
the

the board

approved they

transaction

Yes
Do 10 11 12
13 was

did
whether
that

you

know

approval

unanimous

dont
Did Coram you

know
do

any additional

work

for

after June Dan called

2000
and
to

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

asked them

if

would some

be

interested potential
in sort of

in

talking

about

financing the

alternatives
of

which
to see

did
if

context

pitch
that

there was

anything work

additional
that

could

--

any additional

could
to of do

be

done

So It

it

wasnt
was

--

wasnt

hired context

anything pitch
an

really in the

investigation Did interested early stage
in

Dan

tell

you

why he

was of

this

pitch

in this sort

investigation

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A1341

Case 1:04-cv-01565-SLR

Document 126-12
CONFIDENTIAL

Filed 04/17/2007

Page 25 of 37
3/26/2007

Morrison Christina

He was financing what

looking

for

alternative and wanted
to see

sources

for Coram
was

potentially
Let me

available
you document marked

hand

Morrison

20
Morrison Exhibit
20

was

marked

for

identification
Miss

Morrison

do

you

recognize

this

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

Yes
What This presented were
in is is

this document what prepared what

Morrison and

20

terms of
for

potential raising
the

options

available Did

Coram
it

for

capital
of

you

share

with

board

directors

dont
went
to

recall

who

this

presentation

specifically
When Dan Crowley options
at

engaged
of

you

to

look did

these

different Stark
II

financing

mention

all
engaged said
on It

Well
request
It

wasnt was
like

was

just

pitch
Page to

Yeah until
forgotten that
it

saw this
was in

relationship

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129

A1342

Case 1:04-cv-01565-SLR

Document 126-12
CONFIDENTIAL

Filed 04/17/2007

Page 26 of 37
3/26/2007

Morrison Christina

Does
as to

thisrefresh your recollection
or

whether

not
the

--

what

Deutsche
of

Bank

concluded

about

viability

these

options

Yes
And That alternatives were viable 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 any options date
of So

what
it
--

is your was
--

recollection
the the

now

that
of

that

none

alternatives

in Deutsche of

Banks

opinion
that

these

four

options
as

were ways that were

considered
to of

by Deutsche

Bank

potential and

raise financing Deutsche
to

your that

conclusion none
of

Bank

was

these

available

Coram time time
time was
this

At that At that And
the

that

July

31

2000

the

minutes of

meeting

Yes
Did that the board you would discuss
lay out

with and

you

the

their

viability

dont
specific

recall

anything around

specific

discussion

it
think

MR BRAUNIG

thats

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135

A1343

Case 1:04-cv-01565-SLR

Document 126-12

Filed 04/17/2007

Page 27 of 37

Morrison,.Christina CONFIDENTIAL

Q.

And in the confidential offering

3

1

memorandum that net revenue figure for 2001 was projected at 225 million?
MR. BRAUNIG:

4

Objection. Still

5

lacks foundation.
Q.

Is that correct?
Yes. CuraScript came into being on or

A.
Q.
9

around August 1, 2000; is that right? A. .Yes. This presentation'document is dated

10

11
12

Q.

~ecernber'-- the front page is dated on December 20.00?

13

14 15
16
17
18
'

A.
Q.

Yes. Did Deutsche Bank actually make - -

did Deutsche Bank submit this document 'to
GTCR, do you recall,."this document" being the

/ presentation to CuraScript?

l9
20 21 22 23
24

1

A.

Yes. The discussion on this

document was telephonic and it was with CuraScript and with GTCR.
Q.

Who was on the phone on behalf of

CuraScript?
A.

I remember Dom Meffe was.

I don't

25

1 recall if anyone else was.
L

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Page 28 of 37

.-.

Morrison, Christina CONFIDENTIAL

Q.

Were there any changes between

August 1, 2 0 0 0 and December 2 0 0 0 to the business of what was CPS and is now CuraScript - - or was now CuraScript? MR. BRAUNIG: form. . A.
'

Objection to

I only recall having very cursory

conversations in terms of what GTCR1s plans were, putting more money in the company and investing in it.

I don't know any of the

specifics of it at that point between the c1,oseo'f the transaction and this presentation.
Q.

When you made this telephonic

presentation, did you think you were talking about the same.company that you had sold to GTCR? A.
Q.

No. And in what ways did you think the

company was different? A. It now had a source of financing.

GTCR had been very open in conversations that they were willing to invest in this business and to try to find ways to help it grow.
Q.

Was the core business of CPS the

- --

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Page 162

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Document 126-12

Filed 04/17/2007

Page 29 of 37

Morrison, Christina CONFIDENTIAL

questions I have. Thank you, Miss Morrison. MR. BRAUNIG: record real quick? VIDEO TECHNICIAN: We are now off the record at 3:lO. (Short recess.) VIDEO TECHNICIAN: We are now on the record at 3:14. BY MR. BRAUNIG: Can we go off the

Q.

Miss Morrison, Mr. Kipnes showed you

a document, Morrison 23, which was a presentation to CuraScript, Inc., and GTCR in December 2000.
A.

Yes. Do you recall whether GTCR had

Q.

acquired any other companies after buying CPS? A. There were some discussions of a

couple businesses and I know at some point, and I don't recall when, they bought an oncology business out of Baltimore, and I don't recall when that was, but there was an oncology business that was acquired at some point after this.
Q.

Does the name OncoScripts refresh

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Document 126-12

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Page 30 of 37

Morrison, Christina CONFIDENTIAL

your recollection?
A.
.Q.

Yes. Do you recall when that acquisition

took place?
MR. KIPNES:

Objection. Asked

and 'answered.

A.
.Q.

I don't recall.

If that acquisition had occurred

prior to December.200.0, would you expect that those numbers would be reflected in the net revenue cited on Page 34, DBSI 008083?
.
.

MR. KIPNES:
question. Overbroad.

Object to the ~ncomplete

hypothetical.

MR. BRAUNIG:
it.
Q.

I will rephrase

Mr. Kipnes pointed you to. the net

revenue projections for 2000 through 2005 on. Page 34, correct?
A.
Q.
.

Yes.
And he asked you a series of

questions about why the net revenue in 2000 shown for 2000 might have been different from earlier figures that had been referenced in other documents; is that correct?

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Document 126-12

Filed 04/17/2007

Page 31 of 37
Page 186

CERTIFICATE HEREBY
CERTIFY and that the are

proceedings
contained

evidence

objections in the on
is

fully and
notes and

accurately
taken that of by me this

stenographic March

Monday
true and

26

2007

correct

transcript

same

10

________
14

Cynthia

Whyte

RPR

15
16 17 18 19 20 21 22 23 24 25

The
this

foregoing does the not same

certification of
apply by any
to

transcript
of the of

any

reproduction
unless

means
and/or

under

direct

control

supervision

the

certifying

reporter

..._-.._L_.j_

kJj

_t

..LS..-8S

A1344

Case 1:04-cv-01565-SLR

Document 126-12
Adams
Arlin

Filed 04/17/2007

Page 32 of 37
3/27/2007

Volume

VOLUME

Certified
IN THE FOR UNITED THE STATES DISTRICT DISTRICT COURT OF DELAWARE

Cop

ARLIN ADAMS Chapter 11 Trustee of the Post-Confirmation Bankruptcy of CORAM HEALTHCARE Estates Delaware CORPORATION and of CORAM Corporation Delaware Corporation Plaintiff

INC

VS
DANIEL

CASE NO 04-1565

CROWLEY
WILLIAM

DONALD

AMARAL
PETER

CASEY
AND SANDRA

SMITH

SMOLEY
Defendants

Tuesday

March

27 934 a.m

2007

of ARLIN Videotaped deposition held at the law offices of ADAMS Schnader Harrison Segal Lewis LLP 1600 Market Street Suite 3600

Philadelphia
pursuant

Pennsylvania

19103

to notice

Whyte Re9istered and Notary Public

before Cynthia Professional Reporter

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A1345

Case 1:04-cv-01565-SLR

Document 126-12
Adams
Arlin

Filed 04/17/2007

Page 33 of 37
3/27/2007

Volume

have Almost appointment
was

to

go back

little
of

bit
my

from the tenure

outset

and

the

equity and

group which
led in large
to

counseled by Don

by Richard

Levy

part

Liebentritt

continued
the

make

strong should board

recommendations
do of

that

trustees
of

something directors Dan And

about
of

the

members

the they

Coram

and

the way

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

Crowley
interpreted
as

their strong recommendation Coram that the
to

protestations
to take

being
to

legal

action was

compensate damage had Coram

for

what

they

thought
of

the

appointment

Dan

Crowley
to

caused

Coram
of

and

the

ensuing
So

damage
it

because

his

conflict
of

that

was

continuing
to

matter

communication

from them

me

Isnt
urge you others
to

it sue

true sir that they began

Mr Crowley
week
or two

the of

directors
your being

and

within
the

appointed
A.-

trustee
know that can say within

dont
shortly And was

week

but

thereafter
there relationship you
to sue in

your

mind between

their urging

Dan

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11

A1346

Case 1:04-cv-01565-SLR

Document 126-12
Adams
Arlin

Filed 04/17/2007

Page 34 of 37
3/2712007

Volume

When

you

disqualify
the

judge

for

example

because

judge ask
is

may know
the

party

to

litigation you dont

question
going way
to to

well specifically
prejudice the you
is

how

that

judge
say that such that

There the
it

is no

know

that

but

possibility of
is

prejudice judge
the to

better

for the And
it is

recuse

himself with

or herself or

same thing run the

CEO

trustee
so to

You
at

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

cant
least

clock

backwards

speak

cant
Didnt you try retrospectively
to

ascertain respect
the to

the

intent

of

Dan

Crowley

with over
of

this

conflict
of

when you
in or

took

trusteeship

Coram

about

March

2003

No
conflict
the stop

assumed
it was

that

there was

and

bad

for the

company
he put

and

question
to

in my mind was He

could

it
had had

assured stop

me that
to

not And

only he even

could though

but

put
some

it
in my of

questions

mind
the

so-called

gave

him the benefit
time

doubt

At that Crowley had

you

knew

that

Dan

large

financial

claim against

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34

A1347

Case 1:04-cv-01565-SLR

Document 126-12
Adams
Arlin

Filed 04/17/2007

Page 35 of 37
3/27/2007

Volume

Coram

correct
He

told

me

that that right
it

And

you understood

Well
he

didnt know what
they owed him

was
deal

but
of

told

me

that

good

money
Did you owed ask him how much money they

him
dont
recall that understand money that

did
that
he he

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

Did you trying to him from get
the

was

said they owed

them
He

told

me

that it
correct
at

And

you understood had no

Well
disbelieve

reason

that

time

him
he

didnt know what the
said that

facts

were but

Im

trying

to

get

it

Im
ago

sorry

ththk
he

misspoke was trying
to

when

said that

money

from Coram understood And think

meant

Cerberus

that
you understood
--

did
--

did
meant

that

Cerberus but

did

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A1348

Case 1:04-cv-01565-SLR

Document 126-12
Adams
Arlin

Filed 04/17/2007

Page 36 of 37
3/27/2007

Volume

misspeak

and

want

to

apologize

Idid
Did having
he

you understand discussions that
he

when

you

were and

these you

with

Mr

Crowley

told

had

claim against
to

Cerberus
that
he

that

his efforts Cerberus

obtain

the

money

believed

owed

him was

an

ongoing

process Well

Im

not

sure

understand

what you

10 11
12

you mean by ongoing exactly what

process
and

Ill
you

tell

understood

can

label

it
understood believed that Cerberus that owed Dan Crowley

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

him Dan Crowley
for

substantial Dan Crowley and
to

sum of money claimed that that
he was he

services rendered
to

that
to

had

Cerberus anything

anxious not

do

prejudice
he

his ability to

collect

it

Thats what
And be

told

me

so

accepted
that

it

did you trying
to

understand collect think

he was

it
went
if

Oh
far
the

dont
not

my thinking
to

Im

surprised

hear

it

thats

fact that

but

dont

think

understood

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A1349

Case 1:04-cv-01565-SLR

Document 126-12
Adams
Arlin

Filed 04/17/2007

Page 37 of 37
3/27/2007

Volume

Did issue between That

you Dan

decide

that and

that

was

an

Crowley

Cerberus
accepted

did decide

yes

that
In

reaching

that

decision

was

it

your understanding matter
the

that

the

issue that Cerberus certain

was

between by

Crowley Cerberus

and
of

involved amount
of

payment
to

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

Dan

Crowley

MR BRESSLER
form
You may answer
In

Object

to

the

general

sort of

way
clear Dan

And you
in

wasnt

it

also perfectly decision
to that

reaching going

that
to

Crowley efforts

was to

continue

pursue

get paid yon

by Cerberus use the words

Well

perfectly
but my

clear

Nothing was

was

perfectly
he

clear

understanding
that that

that

still considered and
that

Cerberus
he

owed

him money that

he
that

hoped
he

would

be paid
do

money
to

and

didnt want to
ability amount
to

anything

prejudice

his
the

get

paidthat money whatever dont
know what
the

was

amount

was

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Page37

Al 350