Free Response to Motion - District Court of Colorado - Colorado

Case 1:04-cv-01225-MSK-BNB

Document 198-11

Filed 10/17/2005

Page 1 of 4

Malik M. Hasan, M.D., et al. v. Goldman Sachs 1998 Exchange Place Fund, LP, et al.

EXHIBIT J T EN ME D F N A T ' H A D E E D N S OPPOSITION TO P A N IF ' TO T C MP L L I TF S MO I N O O E ROSEMARY ANGELONI DEPOSITION EXCERPTS

EXHIBIT J 04-cv-1225-MSK-BNB

Case 1:04-cv-01225-MSK-BNB

Document 198-11

Filed 10/17/2005

Page 2 of 4
Page 1

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO 3 HON. MARCIA S. KRIEGER Civil Action No. 04-MK-l225 (BNB) 4 Consolidated with 04-MK-1226 (BNG) 5-----------------------------------------------x 6 MALIK M. HASAN, M.D., an individual; and SEEME 0. HASAN, 7 an individual, 8 Plaintiffs, 9 VS. 10 GOLDMAN SACH 1998 EXCHANGE PLACE FUND, L.P., a Delaware limited 11 partnership; GOLDMAN SACHS 1999 EXCHANGE PLACE FUND, L.P., a 12 delaware limited partnership; GOLDMAN SACHS MANAGEMENT 13 PARTNERS, L.P., a Delaware limited partnership; GOLDMAN 14 SACHS MANAGEMENT, INC., a Delaware corporation; THE 15 GOLDMAN SACHS GROUP, INC., a Delaware corporation; THE 16 GOLDMAN SACHS GROUP, INC., a Delaware corporation; GOLDMAN, 17 SACHS & CO., a New York limited partnership; JOHN DOES 1-100, 18 individual persons whose true identities are unknown; and 19 LENDER PARTIES 1-100, business entities whose true identities 20 are unknown, 21 Defendants. 22-----------------------------------------------x 23 DEPOSITION OF ROSEMARY ANGELONI 24 THURSDAY, JUNE 9, 2005 25

2

I -800-310-1769

Hudson Reporting & Video, Inc. www.hudsonreportmg.com

New Yorrk

Case 1:04-cv-01225-MSK-BNB
1 2 3 4 5 6 7 8 9 10 I11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Angeloni

Document 198-11
Page 22

Filed 10/17/2005

Page 3 of 4
Page 24 Page 24

Q. What do you mean by that?
A. As I mentioned earlier, we have to abide by certain guidelines by the SEC. We have to provide prospective clients with the "Private Placement Memo." We have to keep track of them. They're numbered, and we have to keep track of what client gets what number. So we would receive a request from the sales team. I would fill the request. They'd send us a form. I would assign a number, a book number to each prospective client, and I would send those books, a "Private Placement Memo," along with the Executive Summary to the regional sales office, to the sales rep who is requesting the books. Q. So exactly which books would you send? A. We -- in the beginning at first, we would send the "Private Placement Memo" and the "Executive Summary." And if the client decided to invest in the fund, we would then send a subscription document along with a form of limited partnership agreement. Q. Okay. Now, has that practice been followed consistently since you've been associated with the special investments desk?
4

1 2 3 4 5 6 7 8 9 10 I11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

Q. And where is the warehouse?
A. I don't know. I believe it's in New Jersey. Q. Who would know? A. The archives department at Goldman Sachs. Q. How are the documents kept in that warehouse, if you know? A. I don't know. Q. What documents are kept with respect to each of these fuinds? A. We keep the PPM request forms. We keep - that's as far as I know, PPM request forms that we keep in the archives. Q. What other documents are kept? A. In the archives? Not that I know of. Q. Nothing other than that in the archives, to the best of your knowledge? A. To the best of my knowledge. Q. Are there documents kept other than in the archives? A. Yes. Q. What documents are kept? A. We keep copies of the "Private Placement
Page 25

Angeloni

Page 23

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

Angeloni A. Yes. Q. And do you keep records of the documents that you send out? A. Yes, we do. Q. And where are those records kept? A. We have -- we have an archive area where we keep the older paper records. We now have just a different way of keeping records, more on the computer. Right now the older documents are kept in a warehouse. Q. What do you mean by "older documents"? A. From the '98 fund, from the '97 fund. Q. When you say you've got certain documents on computer now, are those documents with the more recent funds or the older funds? A. The more recent funds within the past couple of years we have a -- I'd say in the past year we have electronic recordkeeping. Q. So if I was looking for any documents related to the 1998 Exchange Fund and the 1999 Exchange Fund, would those be on computer, or would those be in hard copies in the warehouse? A. They would be in hard copies in the warehouse.
J.

1 2 3 4 5 6 7 8 9 10 I11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

Angeloni Memos," all of the "Executive Summaries," the partnership agreements, subscription documents. If there were any correspondence that went from our desk, we keep them in our files on the floor that we set up. Q. Is that true with respect to the 1998 and 1999 Exchange Funds? A. Yes, it is. Q. So if I were trying to figure out what documents were available at Goldman Sachs with respect to the 1998 and 1999 Exchange Funds, are you telling me I would look in two locations, one, in the warehouse, which is controlled by the Goldman Sachs archives department, and in the files kept on your floor? A. When you say "documents," I look at it as the subscription documents, the PPMs. Are you using a broader term to include the private placement request memos?

Q. Yes.
A. Yes, then you would look in two different places. Q. One being the warehouse controlled by the Goldman Sachs archives department, and the 7 (Pages 22 to 25)

_________________________________________________________________________

1-800-310-1769

Hudson Reporting & Video, Inc. www.hudsonreporting.com

New York

Case 1:04-cv-01225-MSK-BNB
1 2 3 4 5 6 7 8 9 10 I11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

Document 198-11
Page 46

Filed 10/17/2005

Page 4 of 4
Page 48

Angeloni A. I see that. Q. Do you know why there's not a "yes" next to "Malik Hasan"? A. No, I don't. Q. Was that the "~yeses" and the "no"~-- I'm sorry. Were the "yeses" along the far right side of the document on the document when it was delivered to you, or have those been placed there later? MR. FEATHERSTONE: Object to the form of the question. A. I wouldn't know. I don't know who put the "yeses" there. Q. I understand you don't know who put it there, but can you tell me: When you put your "Y-98" down for Malik Hasan, was there any "~yeses"~ along the right-hand side of the document? A. I don't remember. Q. When you got the request, such as Exhibit 51, and you took private placement memoranda out of the box they came in from the printer, I guess, and you put them in envelopes, did you also include the executive summaries, the subscription materials, and the form of limited
Page 47

1 2 3 4 5 6 7 8 9 10 I11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

Angeloni last of the numbers listed on the second page is, I guess, Y 76? Is that accurate? A. Yeah. Q. Do you know if you got any requests from Mr. Mueller's team similar to that contained in Exhibit 51 after September 18 of '98? A. I don't remember. I don't remember. Q. Had you received requests from Mr. Mueller's team in respect of the 1998 Exchange Fund prior to your receipt of Exhibit 51? A. I don't remember. Q. As you sit here today, is it the only one that you know about? A. Yeah. Q. Who created the form which is Exhibit 51I? A. I don't remember. Q. It does indicate that -- if you look at the top of the first page of Exhibit 51 in the second, if you will, line, do you see where it says "Exhibit 7, request for offering memorandums" -A. Yes. Q. "(only after stocks are approved)"?
Page 49

1 2 3 4 5 6 7 8 9 10 I11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

Angeloni partnership when you sent these materials off to the sales team? MR. FEATHiERSTONE: Well, objection. That assumes facts not in Evidence. A. We included the "Executive Summary" with the "Private Placement Memo." Q. Do you know when you received Exhibit 51 ? A. Looks like September 18, 1999.

Q. 1998?
A. I'm sorry. '98. Q. Is this reflecting a fax to you or from you? Do you know? A. Tome. Q. And can you tell from the facsimile line or anything else on the document who sent it to you? A. Rob Mueller's team. Q. How often do you get requests such as that reflected in Exhibit 51 from Mr. Mueller's team in respect of the 1998 Exchange Fund? A. How often? I don't remember. Q. The reason I'm asking is, it appears that, at least with respect to this document, the

I 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

Angeloni A. Yes. Q. What does it mean, "only after stocks are approved" in that line? A. After -- the sales team would call us with a prospective client. The stock that they wanted to contribute the exchange fund, we would have to approve first. If we did -- if we would not take that stock into our exchange fund, we wouldn't send them a PPM. Q. So as I understand your testimony, it's fair to conclude that your group had approved Foundation Health Systems as a contributor to the 1998 Exchange Fund? MR. FEATHERSTONE: Object to the form of the question. Q. Let me try it this way. At the time that you received Exhibit 5 1, had the special investments desk approved Foundation Health Systems as a contribution to the Goldman Sachs 1998 Exchange Fund? MR. FEATHERSTONE: Objection. Misstates the testimony, and also assumes facts not in Evidence. A. Yes. 13 (Pages 46 to 49)

1-800-310-1769

Hudson Reporting & Video, Inc. 1-800-310-1769

Neww New Yorkrepnin~c York