HomeMy WebLinkAbout01-05460. ~ ~..~.~
,am
,.
`, MILBERG WEISS BERSHAD
HYNES 8c LERACH LLP
DARKEN J. ROBBINS (CA Baz # 168593)
JAMES I. JACONETTE (CA Bar # 179565)
STEPHEN J. ODDO (CA Bar # 174828)
JOHN A. LOWTHER (CA Bar # 207000)
600 West Broadway, Suite 1800
San Diego, CA 92101
Telephone: 619/231-105 8
619/231-7423 (fax)
CAULEY, GELLER, BOWMAN
& COATES, LLP
PAUL J. GELLER
One Boca Place, Suite 421A
2255 Glades Road
Boca Raton, FL 33431
Telephone: 561 /750-3 000
561/750-3364 (fax)
Counsel for Plaintiff Lukoff
CUMBERLAND COUNTY
COURT OF COMMON PLEAS, PENNSYLVANIA
LINDA LUKOFF,
Plaintiff,
vs.
Civil Action No. ~~ - 3~ ~ C.~s~-~;
G&L REALTY CORP., et al.,
Defendants.
Order Authorizing Issuance of Subpoena
Upon reading and the filing of the Petition for Issuance of Subpoena and the exhibit annexed
thereto,
IT IS HEREBY ORDERED that a subpoena directing the following be issued:
1. The Custodian of Records of Trans Healthcare, Inc. to produce the documents
identified in §IV ofthe Schedule A attached to Exhibit A at its business address, 4660 Trindle Road,
Suite 103, Camp Hill, PA 17011, on October 5, 2001 at 10:00 a.m.; and
2. The Person(s) MostKnowledgeable ofTrans Healthcare, Inc. to give evidence and
answer questions identified in §V of the Schedule A attached to Exhibit A at a stenographically
recorded deposition, before a person authorized to conduct such an examination, at its business
address, 4660 Trindle Road, Suite 103, Camp Hill, PA 17011, on October 5, 2001 at 10:00 a.m. or
on a date and at a location mutually agreed between plaintiff and Trans.
DATED:
N:~PARA\DANIR~DealCases\GLR\paorder.wpd
JiJDGE OF THE CUMBERLAND COUNTY
COURT OF COMMON PLEAS,
PENNSYLVANIA
-1-
+59~ ~ C1J`vpfWazaatiti.-~" ~ 0a.aa+~ -_.~
DECLARATION OF SERVICE BY IvIAIL
I, the undersigned, declare:
1. That declarant is and was, at all times herein mentioned, a citizen of the United States
and a resident of the County of San Diego, over the age of 18 years, and not a party to or interest in
the within action; that declarant's business address is 600 West Broadway, Suite 1800, San Diego,
California 92101.
2. That on September 12, 2001, declarant served the ORDER AUTHORIZING
1SSUANCE OF SUBPOENA by depositing a true copy thereof in a United States mailbox at San
Diego, California in a sealed envelope with postage thereon fully prepaid and addressed to the
parties listed on the attached Service List.
3. That there is a regular communication by mail between the place of mailing and the
places so addressed.
I declare under penalty of perjury that the foregoing is true and correct. Executed this 12th
day of September 2001, at San Diego, California.
Danielle S. Romero
-2-
G&L REALTY
Service List - 09/12/01
Page 1
COUNSEL FOR PLAINTIFF(S)
Paul J. Geller
CAULEY, GELLER, BOWMAN &
COATES, LLP
2255 Glades Road, Suite 421A
Boca Raton, FL 33431
561/750-3000
561/750-3364 (fax)
Judith L. Spanier
ABBEY GARDY, LLP
212 East 39th Street
New York, NY 10016
212/889-3700
212/684-5191 (fax)
COUNSEL FOR DEFENDANTS
John B. Quinn
QUINN EMANUEL URQUHART OLIVER
& HEDGES, LLP
865 S. Figueroa St., 10th Floor
Los Angeles, CA 90017-2543
213/624-7707
213/624-0643 (fax)
Darren J. Robbins
James I. Jaconette
Stephen J. Oddo
MILBERG WEISS BERSHAD HYNES &
LERACH LLP
600 West Broadway, Suite 1800
San Diego, CA 92101-5050
619/231-1058
619/231-7423 (fax)
B. Boyd Hight
Marc F. Feinstein
Raphael Cung
O'MELVENY & MYERS LLP
400 South Hope Street
Suite 1060
Los Angeles, CA 90071-2899
213/430-6000
213/430-6407 (fax)
-~~ ~ Lruul~~dl~'u~r ,~,~~,:.
MILBERG WEISS BERSHAD
HYNES & LERACH LLP
DARKEN J. ROBBINS (CA Bar # 168593)
JAMES I. JACONETTE (CA Bar # 179565)
STEPHEN J. ODDO (CA Bar # 174828)
JOHN A. LOWTHER (CA Bar # 207000)
600 West Broadway, Suite 1800
San Diego, CA 92101
Telephone: 619/231-10 5 8
619/231-7423 (fax)
CAULEY, GELLER, BOWMAN
& COATES, LLP
PAUL J. GELLER
One Boca Place, Suite 421A
2255 Glades Road
Boca Raton, FL 33431
Telephone: 561/750-3000
561/750-3364 (fax)
Counsel for Plaintiff Lukoff
CUMBERLAND COUNTY
ORIGINAL
COURT OF COMMON PLEAS, PENNSYLVANIA
LINDA LUKOFF,
Plaintiff,
vs.
Civil Action No. Gc -~ ~v ~~~,
G&L REALTY CORP., et al.,
Defendants.
Petition for Issuance of Subpoena
Plaintiff, Linda Lukoff, by her attorneys,. Milberg Weiss Bershad Hynes & Lerach LLP,
requests the Court permit the following:
1. Linda Lukoff is the named plaintiff in a class action litigation currently pending in
the Superior Court of the State of California for the County of Los Angeles entitled Lukoff v. G&L
Realty Corp., et al., Case No. BC241251 (hereinafter the "CA Action").
2. On information and belief, Trans Healthcare, Ina ("Trans") is a corporation with
offices located at 4660 Trindle Road, Suite 103, Camp Hill, PA 17011.
3. The CA Action seeks to protect G&L Realty Corporation's ("GLR" or the
"Company") shareholders against the Company and certain of its officers and directors to enjoin
defendants from consummating the proposed acquisition of GLR by two insiders at the Company,
defendants Daniel M. Gottlieb and Stephen D. Lebowitz (collectively, "Gottlieb and Lebowitz"), Co-
chairmen and CEO and President, respectively, of GLR.
4. Plaintiff believes that Trans has documents relevant to the matters at issue in this
action.
5. On August 6, 2001, Judge Soussan Bruguera of the Superior Court of the State of
California for the County of Los Angeles signed a Commission to Take Deposition on Oral
Examination and for Production of Documents (the "Commission"), which is attached hereto as
Exhibit A.
6. The Commission seeks the production of documents and a deposition on a date in
accordance with the minimum time provided by law.
7. Plaintiff has not brought any previous application for this or any similar relief in any
court ofthe State. This application is necessary because Trans is not subjectto the California Court's
jurisdiction.
WHEREFORE, Plaintiff respectfully requests:
1. That this Court issue an Order authorizing the issuance of a subpoena directing the
following:
-1-
a. the Custodian of Records of Trans to produce the documents identified in §IV of
the Schedule A attached to Exhibit A at its business address, 4660 Trindle Road, Suite 103, Camp
Hill, PA 17011, on October 5, 2001 at 10:00 a.m.; and
b. the Person(s) Most Knowledgeable of Trans to give evidence and answer questions
identified in §V of the Schedule A attached to Exhibit A at a stenographically recorded deposition,.
before a person authorized to conduct such an examination, at its business address, 4660 Trindle
Road, Suite 103, Camp Hill, PA 17011, on October 5, 2001 at 10:00 a.m., or on a date and at a
location mutually agreed between plaintiff and Trans.
DATED: _ q /~Z ~~ ~ Respectfully submitted,
MILBERG WEISS BERSHAD
HYNES & LERACH LLP
DARKEN J. ROBBINS (CA Bar # 168593)
JAMES I. JACONETTE (CA Bar # 179565)
STEPHEN J. ODDO (CA Bar # 17482~8
JOHN A. LOWTHER (&A Bar # 207~0(Tl ..
0 West oadwa uite
San A 921
Telephone: 619/231-1058
619/231-7423 (fax)
CAULEY, GELLER, BOWMAN
& COATES, LLP
PAUL J. GELLER
One Boca Place, Suite 421A
2255 Glades Road
Boca Raton, FL 33431
Telephone: 561 /750-3 000
561/750-3364 (fax)
N:\PARA\DANIR\DealCases\GLR\papetiuon.wpd
-2-
__
1
2
3
4
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
k ~'''
,_. ~-
.~.
AUG - 6 2001
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
LINDA LUKOFF, On Behalf of Herself and All '
Others Similarly Situated,
Plaintiff,
vs.
G&L REALTY CORP., et al.,
Defendants.
Case No. BC241251
CLASS ACTION
Assigned To: Judge Soussan Bruguera
[PR9P96EB~ COMMISSION TO TAKE
DEPOSITION ON ORAL EXAMINATION
AND FOR PRODUCTION OF
DOCUMENTS (TRANS HEALTHCARE,
INC.)
DEPT: 71
DATE ACTION FILED: 12/04/00
25
26
27
28
~~~''T
[PR@I+99iE9~J COMMISSION TO TAKE DEPOSITION AND FOR DOCUMENTS (TRANS HEALTHCARE, INC.)
.~sw a - y».....~..,a~...n...
,wu~. u_._..
1 PEOPLE OF THE STATE OF CALIFORNIA TO: AN OFFICER AUTHORIZED TO
2 ADMINISTER OATHS BY THE LAWS OF THE STATE OF PENNSYLVANIA AND TO THE
3 COURTS OF THE STATE OF PENNSYLVANIA.
4 PURSUANT to the Order of the above-entitled Court, this Court has deternuned that Trans
5 Healthcare, Inc. ("Trans") has information that is relevant to and necessary for the trial of the
6 above-entitled action and that it would fiuther the interests of justice if a deposition on oral
7 examination and the production of documents by Trans be conducted in your jurisdicfion.
8 By this Commission, you are hereby respectfully requested to issue, by your proper and usual
9 process, a subpoena for deposition upon oral exaznination, and for the production of documents and
10 things as described in the Schedule A attached hereto. The production of documents by Trans will
11 commence at the offices of Trans, 4660 Trindle Road, Suite i03, Camp Hill, Pennsylvazua 17011
12 at 10:00 a.m. on August 17, 2001, a date in accordance with the minimum time provided by
13 Pennsylvania law, or at a location and on a date agreed upon by plaintiff and Trans. Deposition by
14 oral examination will commence at the offices of Trans, 4660 Trindle Road, Suite 103, Camp Hill,
15 Pennsylvania 17011 at 10:00 a.m. on August 24, 2001, a date in accordance with the minimum time
16 provided by Pennsylvania law, or on a date and/or location mutually agreed between plaintiff and
17 Trans.
18 WHEREAS, it appears to our Superior Court of the State of California for the County of Los
19 Angeles that Trans has in its control relevant information in the above-referenced action now
20 pending in our Superiot Court, defendants and plaintiff, in confidence of your prudence and fidelity,
21 hereby appoint you as Commissioner to issue a subpoena for a deposition on oral examination, and
22 for the production of documents by Trans. -`;~:,
23 IT IS SO ORDERED. ~ ®!/~"~ ~`
24 DATED:'
THE HONORABLE SOUSSAN BRUGUERA
25 JiJDGE, SUPERIOR COURT OF CALIFORNIA
26
27
28
_ -1-
[PROPOSED] COMMISSION TO TAKE DEPOSITION AND FOR DOCiJMENTS (TRANS HEALTHCARE, INC.)
~~~~~
1 Submitted by:
2 MILBERG WEISS BERSHAD
3 HYNES & LERACH LLP
WILLIAM S. LERACH
4 DARKEN J. ROBBINS
J S L JACONE
5 N J. O D
J .LO
6
7 JAMES I. J TTI
8 road
ui a 1800
9 San Diego, CA 92101
Telephone: 619/231-105 8
10 619/231-7423 (fax)
11 CAULEY, GELLER, BOWMAN
& COATES, LLP
12 PAUL J. GELLER
One Boca Place, Suite 421A
13 2255 Glades Road
Boca Raton, FL 33431
14 Telephone: 5611750-3000
561/750-3364 (fax)
15 Attorneys for Plaintiff
16
17
18
19
20
21
22
23
24
25
26
27
28 N:~PARA~DAN~R~KFC80614.ord
-~,-
[PROPOSED] COMMISSION TO TAKE DEPOSITION AND FOR DOCUMENTS (TRANS HEALTHCARE, INC.)
1 SCHEDULE A
2 (Trans Healthcaze, Inc.)
3 I. DEFINITIONS
4 1. "You" and "your" refer to the person(s) responding to this Subpoena.
5 2. The term "G&L" means G&L Realty Corporation and its predecessors, successors,
6 divisions and subsidiazies, and its officers, directors, employees, agents or anyone acting or
7 purporting to act on its behalf. L
8 3. "Acquirors" means defendants Daniel M. Gottlieb and Steven D. Lebowitz and any
9 of their affiliates, including, without limitation, officers, directors, employees, agents or anyone
10 acting or purporting to act on their behalf.
11 4. The term "Acquisition" means each proposed purchase of all outstanding shares of
12 G&L for $10.00 per shaze by Daniel M. Gottlieb and Steven D. Lebowitz announced since
I
13 November 30, 2000.
14 5. The teen "Individual Defendants" means Daniel M. Gottlieb, Leslie D. Michelson,
15 Steven D. Lebowitz, Dr. Richazd L. Lesher, Charles P. Reilly and S. Craig Tompkins.
16 6. "All" and "each." The terms "all" and "each" shall be construed as alUeach.
17 7. The term "Trans" means Trans Healthcare, Inc., and its predecessors, successors,
18 divisions, director indirect subsidiaries, officers, directors, employees, agents, or anyone acting or
19 purporting to act on its behalf.
20 8. "And" and "or." The connectives "and" and "or" shall be construed either
21 disjunctively or conjuncfively as necessary to bring within the scope ofthe Request all responses that
22 might otherwise be construed to be outside of its scope.
23 9. "Business relationship" or "business affiliation" refer to any relationship, whether
24 formal, informal, contractual or legal, concerning any employment, occupation, profession, or any
25 commercial or business activity for monetary gain, personal gain, or livelihood. "Business
26 relationship" or "business affiliation" also include, without limitafion, any monetary, asset, financial
27 or labor investment.
28
-1-
SCHEDULE A (TRANS HEALTHCARE, INC.)
1 10. "Communication" or "communications" refers to any exchange of information by any
2 means of transmission, sending or receipt of information of any kind by or through any means
3 including, without limitation, speech, writings, documents, language (machine, foreign or otherwise)
4 of any kind, computer electronics or electronic data, sound, radio or video signals,
5 telecommunication, telephone, teletype, facsimile, telegram, microfilm, microfiche, photographic
6 film of all types or other media of any kind. The term "communication" also includes, without
7 limitation, all inquiries, discussions, conversations, correspondence, negotiations, agreements,
8 understandings, meetings, notices, requests, responses, demands, complaints, or press, publicity or
9 trade releases.
10 11. "Concerning" shall mean constituting, evidencing, reflecting, incorporating, effecting,
11 including, or otherwise pertaining or relating, either directly or indirectly, or being in any way
12 logically or factually connected with, the subject matter of the inquiry or Request. Requests for
13 "documents concerning" any subjectmatter include documents concerning communication regazding
14 that subject matter.
15 12. "Document" or "documents" is intended to be interpreted in the broadest possible
16 sense and includes, without limitation, all electronic data and all communications which are stored
17 or retrievable or recorded in any manner and also includes, without limitation, any writing or other
18 record of information or images, including, but not limited to, print, handwriting, photographs, film,
19 recordings, memoranda, books, records, accounts, ledgers, vouchers, invoices, drafts, bills, chazge
20 slips, letters, electronic mail or "e-mail," compact discs, CD-ROM discs, magnetic tape, videotape,
21 magnetic or optical disks, "floppy disks," "PowerPoint" or other presentation software systems,
22 telegrams, mailgrams, correspondence, notes and minutes of meetings, conversations or telephone
23 calls, resolutions, interoffice memoranda, work papers, reports, projects, tabulations, studies,
24 surveys, legal complaints and other pleadings, affidavits, interrogatories, legal briefs, legal motions,
25 judgments, designs, drawings, schematics, maps, manuals, models, notebooks, contracts, agreements,
26 diaries, telephone records, desk calendars, appointment books, circulazs, charts, transcripts, news
27 releases, trade releases, advertisements, press books, teletype messages, licenses, financial
28 statements, stenographers' notebooks, punchcazds, computer printouts and data, telecopier or
_ -2-
SCHEDULE A (TRANS HEALTHCARE, [NCJ
4 ,~.; a
1 facsimile transmissions and printouts, letters of credit, stock certificates and securities. The term
2 "document" also includes, without limitation, preliminary drafts or revisions or copies of any such
3 document if the copy is in any way different from the original, now in your possession, custody or
4 control, or in the possession, custody or control of your advisors, agents, employees, servants,
5 representatives, trustees, counsel or other persons acting or purporting to act on your behalf.
6 13. "Electronic data" refers to any original and any non-identical copies (whether non-
? identical because of notes made on copies or attached comments, annotations, mazks, transmission
8 notations, orhighlighting of any kind), of mechanical, facsimile, electronic, magnetic, digital or other
9 programs (whether private, commercial, or work-in-progress), programming notes or instructions,
10 activity listings of electronic mail receipts or transmittals, output resulting from the use of any
11 software program, including word processing documents, spreadsheets, database files, charts, graphs
12 and outlines, electronic mail or "e-mail," operating systems, source code of all types, programming
13 languages, linkers and compilers, peripheral drives, PDF files, PRF files, batch files, ASCII files,
14 crosswalks, code keys, pull down tables, logs, file layouts and any and all miscellaneous files or file
15 fragments, regazdless of the media on which they reside and regardless of whether said electronic
16 data consists of an active file, deleted file or file fragment. "Electronic data" also includes, without
17 limitation, any and all items stored on computer memory or memories, hazd disks, floppy disks, zip
18 drives, CD-ROMdiscs,BernoulliBoxesandtheirequivalents,magnetictapesofalltypesandkinds,
19 microfiche, punched cazds, punched tape, computer chips (including but not limited to EPROM,
20 PROM, ROM or RAM of any kind) on or in any other vehicle for digital data storage or transmittal,
21 files, folder tabs, or containers and labels appended to or associated with any physical storage device
22 associated with each original and each copy.
23 14. The term "Offer" means any proposal or expression of interest concerning any
24 acquisition, merger, consolidation, share exchange, business combination or other shnilaz transaction
25 or series of related transactions involving G&L or any subsidiazy of G&L, or any offer to purchase,
26
27
28
-3-
SCHEDULE A (TRANS HEALTHCARE, INC.)
x ~__ _ _ _
~~.~ _.
1 tender offer, exchange offeror any similaz transaction or series of related transactions made by any
2 person involving assets owned by G&L (including, without limitation, real estate), or 5% or more
3 of the outstanding shazes of any class of G&L securities.
4 15. "Person" or "persons" means and refers to natural persons, proprietorships, 'I
5 corporations, partnerships, trusts, joint ventures, groups, associations, organizations and
6 governmental agencies and other agencies.
7 16. "Identify," when used to refer to a natural person, shall mean to set forth that person's:
8 (i) full name and title, if any; (ii) present or last known address; (iii) present or last known business
9 and home telephone number(s); and (iv) present or last known employer.
10 17. "Identify;' when used to refer to a document, shall mean: (i) the date of each
11 document; (ii) the type of each such document (i. e. correspondence, memorandum, business record,
12 etc.); (iii) the identity of the author(s) or prepazer(s) of each such document; and (iv) the present
13 location of each such document or copies thereof.
14 18. "SEC" means the Securities and Exchange Commission.
15 19. "SEA filings" means all documents filed or prepazed for the purpose of filing with
16 the SEC and any other state or federal regulatory agency, including, without limitation, Forms 8-K,
17 10-K, 10-Q, Schedules TO-T, 13-D, 14A, 14D-1 and 14D-9, and any drafts thereof or amendments
18 thereto.
19 20. The term "Telephone Records" includes, without limitation, telephone directories,
20 Rolodexes, messages, telephone logs, recordings of telephone conversations and telephone bills
21 (local and long distance).
22 21. The term "Financial Statements" means, but is not limited to, interim, final, pro
23 forma, actual, projected, complete, or partial, annual, quarterly, monthly, weekly or otherwise,
24 audited or unaudited, budgets, budget plans, balance sheets, schedules of direct costs, schedules of
25 miscellaneous income, schedules of general services, fiscal serviceman administrative services,
26 statements of earnings and earnings per share, income statements, cash flow statements, statement
27 of revenues and statements of expenses, all notes or other commentary concerning any of the
28
-4-
SCHEDULE A (TRANS HEALTHCARE, INC.)
1 foregoing and all underlying workpapers and all drafts used in connection with the prepazation of
2 any of the foregoing.
3 22. The term "Telephone Records" includes, without limitation, telephone directories,
4 Rolodexes, me"ssages, telephone logs, recordings of telephone conversations and telephone bills
5 (local and long distance).
6 II. INSTRUCTIONS
7 1. In responding to this Subpoena, you shall produce separately all documents available
8 at the time of responding or which can be located or discovered by reasonably diligent efforts,
9 including documents in the possession of your agents and representatives.
10 2. References to an individual, partnership, limited liability company or corporation
11 include any and all agents, employees, representatives and attorneys and all other persons or entities
12 acting on your behalf or under your control.
13 3. If you claim any form of privilege or any other objection, whether based on statute,
14 common law or otherwise as a ground for not producing any requested document, please furnish a
15 list identifying each document for which the privilege or other objection is claimed together with the
16 following information: date; sender; recipient; persons to whom copies were furnished together with
17 their job titles; subject matter; basis on which privilege or other objection is claimed and the number
18 of each Request to which such document responds. If you claim privilege or any other objection
19 with regard to only part of a document, produce the part to which there is no objection.
20 4. If you aze aware of any documents or copy thereof that may be responsive to these
21 Requests but aze no longer in your possession, custody or control, or have been lost or destroyed,
22 identify each document in detail, including whether: (i) the document is missing, lost or destroyed;
23 (ii) the document has been transferred or delivered to another person and, if so, at whose request; (iii)
24 who prepazed it; (iv) to whom it was prepared for and sent to; (v) when it was prepazed or sent; (vi)
25 the content of the document; (vii) the person who destroyed it; and (viii) why it was lost or
26 destroyed.
27 5. If any individual Request is ambiguous in any way, please send a letter to the
28 undersigned counsel describing the ambiguity and it will be promptly clarified in a reply letter. If
-5-
SCHEDULE A (TRANS HEALTHCARE, INC.)
1 any individual Request (or subpart thereof) is deemed to be unduly burdensome, please send a letter
2 to the undersigned counsel specifying the reasons why the Request is unduly burdensome and stating
3 whatever information and knowledge you have of the information or documents called for in the
4 Request, and (generally) an attempt will be made to rephrase the Request (or subpart thereof) in a
5 reply letter to lessen the burdens of compliance. Any such reply letter may be treated by the parties
6 to whom it is addressed as a modification of the particulaz Request.
7 6. Unless words or terms have been given a specific definition herein, each word or term
8 used herein shall be given its usual and customary dictionary definition except where such words
9 have a specific custom and usage definition in your trade or industry, in which case they shall be
10 interpreted in accordance with such usual custom and usage definition of which you are awaze. In
11 construing the Requests herein: (i) the singulaz shall include the plural and the plural shall include
12 the singulaz; and (ii) a masculine, feminine or neuter pronoun shall not exclude the other genders,
13 all to the end that the interpretation applied results in the more expansive production.
14 7. In making production, produce all documents as kept in the normal course ofbusiness
15 and identify the file from which each document was taken.
16 III. TIME PERIOD
17 Unless stated otherwise, the time period to which this Subpoena refers is Januazy 1, 2000
18 through the date of production. If a document prepazed before this period is necessary for a correct
19 or complete understanding of any document covered by a Request, you must produce the eazlier or
20 subsequent document as well. If any document is undated and the date of its preparation cannot be
21 determined, the document shall be produced if otherwise respansive to this Subpoena.
22 IV. DOCUMENTS REQUESTED
23 REQUEST NO. 1:
24 Each Offer, business combination proposal, or agreement and plan of merger contemplated
25 by Trans and G&L, all related exhibits and schedules, and all drafts thereof.
26 I~UEST N0.2:
27 All Documents concerning actions of the Boazd of Directors of Trans concerning any past,
28 present, potential or actual Offer, including, without limitation, any consents.
-6-
SCHEDULE A (TRANS HEALTHCARE, INC J
it
1 REQUEST N0.3:
2 All minutes (with exhibits/attachments) of all meetings of the Boazd of Directors of Trans
3 or any committee thereof, where any past, present, potential, or actual Offer was discussed,
4 including, without limitation, the minutes (with exhibits/attachments) of other meetings referenced
5 therein.
6 REQUEST N0.4:
7 All documents reviewed by Trans concerning any past, present, potential, or actual Offeror
8 the Acquisition.
9 REQUEST NO. S:
10 All documents concerning communications concerning any past, present, potential or actual
11 Offer or the Acquisition, including, without limitation:
12 (a) all internal communications including, without limitation, executive
13 summaries, memoranda and electronic mail;
14 (b) all communications between Trans and any of the Individual Defendants,
15 including, without limitation, email, faxes and letters transmitted outside the office;
16 (c) all communications between G&L and Trans;
17 (d) all communications between Trans and any financial institution, accounting
18 firm, auditing firm, investment banking firm or advisor; and
19 (e) all communications sent to, or prepazed to be sent to, any person on behalf of
20 Trans.
21 REQUEST N0.6:
22 All documents concerning the engagement or retention of any fmancial institution,
23 accounting firm, auditing firm or investment banking firm to provide services concerning any past,
24 present, potential or actual Offer, or services concerning the valuation of G&L.
25 REQUEST N0.7:
26 All personal files, expense reports or logs, diaries, notebooks, notes, date books, calendars,
27 appointment books, address books and Telephone Records maintained by or for any Trans officer
28 or executive involved in business concerning any past, present, potential, or actual Offer.
7
SCHEDULE A (TRANS HEALTHCARE, INC.)
1 REQUEST N0.8:
2 All documents concerning financial due diligence relating to any past, present, potential or
3 actual Offer.
4 RE4UEST N0.9:
5 All appraisals, analyses, opinions,. reviews, Financial Statements or other documents
6 concerning the financial results, value, market value, fair value, or inherent value of the stock or any
7 of the assets or businesses of G&L, including, but not limited to, any documents prepared by any
8 investment banking firm concerning the fairness to G&L shazeholders ofany past, present, potential,
9 or actual Offer.
10 REQUEST NO. 10:
11 All financial projections, budgets and plans of future operations concerning G&L.
12 REOUEST NO. 11:
13 All documents concerning assumptions underlying any analyses, opinions, or projections
14 concerning G&L.
15 REOUEST NO. 12:
16 All documents concerning any business relationship between Trans and any Individual
17 Defendant, including, without limitation, any management agreement, partnership agreement,
18 consulting agreement, or any other agreement. (This Request is made without regazd to the "Time
19 Period" limitation set forth in Section III herein.)
20 REQUEST NO. 13:
21 All documents identifying any business affiliations between any of the Individual Defendants
22 and Trans, including without limitation, common boazd memberships or common membership in
23 any business organization.
24 REQUEST NO. 14:
25 All documents concerning press releases, published articles, financial analysts' reports and
26 rating agencies' reports, and all drafts thereof, concerning G&L.
27
28
8
SCHEDULE A (TRANS HEALTHCARE, INC.)
.:~..~. b. ,:_
1
. REQUEST NO. I5:
2 All documents concerning SEC filings concerning any Offer, including, without limitation,
3 drafts of past filings and drafts of documents to be filed with the SEC.
4 R~UEST NO. 16:
5 Documents sufficient to identify Trans' ability to purchase G&L's assets or properties
6 pursuant to any past, present, potential, or actual Offer, including, without limitation, Trans' sources
7 of financing.
8 REOUEST NO. 17:
9 All documents concerning any policy, procedure or practice relating to the preservation or
10 destruction of the documents, types of documents or electronic data sought herein.
11 V. MATTERS FOR WHICH TESTIMONY IS REQUIRED
12 Please produce a person or persons most qualified to provide testimony concerning the
13 following:
14 DEPOSITION TOPIC NO. 1:
15 Any Offer, including, without limitation, negotiations or meetings concerning such offer, or
16 the Acquisition.
17 DEPOSITION TOPIC N0.2:
18 Communications concerning any Offer or the Acquisition, including, without limitation:
19 (a) all internal communications including, without limitation, executive
20 summaries, memoranda and electronic mail;
21 (b) all communications between Trans and any of the Individual Defendants,
22 including, without limitation, email, faxes and letters transmitted outside the office;
23 (c) all communications between G&L and Trans;
24 (d) all communications between Trans and any financial institution, accounting
25 firm, auditing firm, investment banking firm or advisor; and
26 (e) all communications sent to, or prepared to be sent to, any person on behalf of
27 Trans.
28
9
SCHEDULE A (TRANS HEALTHCARE, INC.)
. ~~
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
26
27
28
DEPOSITION TOPIC NO. 3:
Trans' ability to purchase GRcL's assets or properties pursuant to the bid(s) that it made,
including, without limitation, Trans' sources of financing.
DEPOSITION TOPIC N0.4:
Financial due diligence relating to any Offer.
DEPOSITION TOPIC NO. 5:
All appraisals, analyses, reviews or opinions concerning G&L or any of its properties, and
assumptions made in connection therewith.
DEPOSITION TOPIC N0.6:
Any business affiliations between any of the Individual Defendants and any officer or director
of Trans.
DEPOSITION TOPIC NO. 7:
The documents sought by plainfiffs subpoena, including, without limitation, the existence,
source, and identification of such documents, whether such documents were produced, and the
authentication of such documents prepared by Trans.
` N~.\CASF.S\G&LRea1ryWMA80111scfi
- iv-
SCHEDULE A (TRANS HEALTHCARE, INC.)
1
' DECLARATION OF SERVICE BY MAIL
2
3 I, the undersigned, declaze:
4 1. That declazant is and was, at all times herein mentioned, a citizen of the United States
5 and a resident of the County of San Diego, over the age of 18 yeazs, and not a party to or interest in
6 the within action; that declazant's business address is 600 West Broadway, Suite 1800, San Diego,
7 California 92101.
8 2. That on July 25, 2001, declazant served [PROPOSED] COMMISSION TO TAKE
9 DEPOSITION ON ORAL EXAMINATION AND FOR PRODUCTION OF DOCUMENTS
10 (TRANS HEALTHCARE, INC.) by depositing a true copy thereof in a United States mailbox at San
11 Diego, California in a sealed envelope with postage thereon fully prepaid and addressed to the parties
12 listed on the attached Service List.
13 3. That there is a regular communication by mail between the place of mailing and the
14 places so addressed.
15 I declare under penalty of perjury that the foregoing is true and correct. Executed this 25th
16 day of July, 2001, at San Diego, California.
17
~' ~
18
Danielle S. Romero
19
20
21
22
23
24
25
26
27
28
[PROPOSED] COMMISSION TO TAKE DEPOSITION AND FOR DOCUMENTS (TRANS HEALTHCARE, INC.)
G&L REALTY
Bervice'List - 07/02/01
gage 1
COUNSEL FOR PLAINTIFF(S)
Paul J. Geller
CAULEY, GELLER, BOWMAN &
COATES, LLP
2255 Glades Road, Suite 421A
Boca Raton, FL 33431
561/750-3000
561/750-3364 (fax)
Judith L. Spanier
ABBEY GARDY, LLP
212 East 39th Street
New York, NY 10016
212/889-3700
212/684-5191 (fax)
I COUNSEL FOR DEFENDANTS
John B. Quinn
QUINN EMANUEL URQUHART OLIVER
& HEDGES, LLP
865 S. Figueroa St., 10th Floor
Los Angeles, CA 90017-2543
213/624-7707
213/624-0643 (fax)
Darren J. Robbins
James I. Jaconette
Stephen J. Oddo
MILBERG WEISS BERSHAD HYNES &
LERACH LLP
600 West Broadway, Suite 1800
San Diego, CA 92101-5050
619/231-1058
619/231-7423 (fax)
B. Boyd Hight
Marc F. Feinstein
Raphael Cung
O'MELVENY" & MYERS LLP
400 South Hope Street
Suite 1060
Los Angeles, CA 90071-2899
213/430-6000
213/430-6407 (fax)
i
~~ -- L2e>>e ".c -, ~. ,kr .,~.~ ,.~-. ,. __, .-..~. ~~.~~ ~;~~ot s, nro's..an.xa~:wxcsre.~sxbxW,rtmrYdGyx.~ '.~m,~.k-1rcr t9
,; }~ ~ . ;, i r ..;
1 ti'i.". I o V~
C,~~1LY11~4~f) t ' ~ I C 1, Ung
`.~.~ ,~~, r~.v r'. , .._.
~I„ ~ c' z ,;~l~,.
" DECLARATION OF SERVICE BY MAIL
I, the undersigned, declare:
1. That declarant is and was, at all times herein mentioned, a citizen of the United States
and a resident of the County of San Diego, over the age of 18 years, and not a party to or interest in
the within action; that declarant's business address is 600 West Broadway, Suite 1800, San Diego,
California 92101.
2. That on September 12, 2001, declarant served the PETITION FOR ISSUANCE OF
SUBPOENA by depositing a true copy thereof in a United States mailbox at San Diego, California
in a sealed envelope with postage thereon fully prepaid and addressed to the parties listed on the
attached Service List.
3. That there is a regular communication by mail between the place of mailing and the
places so addressed.
I declare under penalty of perjury that the foregoing is true and correct. Executed this 12th
day of September 2001, at San Diego, California.
~'l.Vt>~Q,Qz~SQ ~OYYlQ~1D
Danielle S. Romero
-3-
'G&L REALTY
.Se^rvice List - 09/12/01
Page 1
.COUNSEL FOR PLAYNTIFF(S)
Paul J. Geller
CAULEY, GELLER, BOWMAN &
COATES, LLP
2255 Glades Road, Suite 421A
Boca Raton, FL 33431
561/750-3000
561/750-3364 (fax)
Judith L. Spanier
ABBEY LARDY, LLP
212 East 39th Street
New York, NY 10016
212/889-3700
212/684-5191 (fax)
COUNSEL FOR DEFENDANTS
John B. Quinn
QUINN EMANUEL URQUHART OLIVER
& HEDGES, LLP
865 S. Figueroa St., 10th Floor
Los Angeles, CA 90017-2543
213/624-7707
213/624-0643 (fax)
Darren J. Robbins
James I. Jaconette
Stephen J. Oddo
MILBERG WEISS BERSHAD HYNES &
LERACH LLP
600 West Broadway, Suite 1800
San Diego, CA 92101-5050
619/231-1058
619/231-7423 (fax)
B. Boyd Hight
Marc F. Feinstein
Raphael Cung
O'MELVENY & MYERS LLP
400 South Hope Street
Suite 1060
Los Angeles, CA 90071-2899
213/430-6000
213/430-6407 (fax)
I ~ i~~~~
i"
T
.~
_
~
~•
f
1C ~~ ,~
t ,_
~..._ 'rt
rn
.~ ~ 7
i
~ ~, `"7 ~ .
-
~ ~ ~ _
°(~ U=" ~
1 ~ ~
. ~ ~i
o ~ ~
~ ~
y `,'
d
-
C C C ~ri $
~.l
~~
MILBERG WEISS BERSHAD
HYNES & LERACH LLP
DARKEN J. ROBBINS (CA Bar # 168593)
JAMES I. JACONETTE (CA Baz # 179565)
STEPHEN J. ODDO (CA Bar # 174828)
JOHN A. LOWTHER (CA Bar # 207000)
600 West Broadway, Suite 1800
San Diego, CA 92101
Telephone: 619/231-1058
619/231-7423 (fax)
CAULEY, GELLER, BOWMAN
& COATES, LLP
PAUL J. GELLER
One Boca Place, Suite 421A
2255 Glades Road
Boca Raton, FL 33431
Telephone: 5 61 /750-3000
561/750-3364 (fax)
Counsel for Plaintiff Lukoff
CUMBERLAND COUNTY
COURT OF COMMON PLEAS, PENNSYLVANIA
LINDA LUKOFF,
vs.
Plaintiff,
G&L REALTY CORP., et al.,
Defendants.
S€R ~ 12001
=1
I y
Civil Action No. ~~ ~ " ~ "~ ~~W 1`~..~
Order Authorizing Issuance of Subpoena
' ~:r
C
, ..
e ,
n
-
,
~,, ~ +
~
r
ni
` ~
~
~
s _
<' c-
:
..
n
=
~=. , _-
tic..
'
t
n
Upon reading and the filing of the Petition for Issuance of Subpoena and the exhibit annexed
thereto,
IT IS HEREBY ORDERED that a subpoena directing the following be issued:
1. The Custodian of Records of Trans Healthcaze, Inc. to produce the documents
identified in §IV of the Schedule A attached to Exhibit A at its business address, 4660 Trindle Road,
Suite 103, Camp Hill, PA 17011, on October 5, 2001 at 10:00 a.m.; and
2. The Person(s) Most Knowledgeable ofTrans Healthcare, Inc, to give evidence and
answer questions identified in §V of the Schedule A attached to Exhibit A at a stenographically
recorded deposition, before a person authorized to conduct such an examination, at its business
address, 4660 Trindle Road, Suite 103, Camp Hill, PA 17011, on October 5, 2001 at 10:00 a.m. or
on a date and at a location mutually agreed between plaintiff and Trans.
DATED: {7 0
~~RT OF COMMO~f PLEAS,
NN,S~YL~V~A )NIA
R~
N:\PARR\DANIR\DealCases\GLR\paordecwpd
-1-
DECLARATION OF SERVICE BY MAIL
I, the undersigned, declare:
That declarant is and was, at all times herein mentioned, a citizen of the United States
and a resident of the County of San Diego, over the age of 18 years, and not a party to or interest in
the within action; that declazant's business address is 600 West Broadway, Suite 1800, San Diego,
California 92101.
2. That on September 12, 2001, declazant served the ORDER AUTHORIZING
ISSUANCE OF SUBPOENA by depositing a true copy thereof in a United States mailbox at San
Diego, California in a sealed envelope with postage thereon fully prepaid and addressed to the
parties listed on the attached Service List.
That there is a regular communication by mail between the place of mailing and the
places so addressed.
I declare under penalty of perjury that the foregoing is true and correct. Executed this 12th
day of September 2001, at San Diego, California.
.~"L,hpp,~~~e ~.~~'Yt9~,~~
Danielle S. Romero
-2-
Gti~zL ,R~r'~LTY
Service List - 09/12/01
Page 1
COUNSEL FOR PLAINTIFF(S)
Paul J. Geller
CAULEY, GELLER, BOWMAN
COATES, LLP
2255 Glades Road, Suite
Boca Raton, FL 33431
561/750-3000
561/750-3364 (fax)
Judith L. Spanier
ABBEY GARDY, LLP
212 East 39th Street
New York, NY 10016
212/889-3700
212/684-5191 (fax)
COUNSEL FOR DEFENDANTS
Darren J. Robbins
& James I. Jaconette
Stephen J. Oddo
421A MILBERG WEISS BERSHAD HYNES &
LERACH LLP
600 West Broadway, Suite 1800
San Diego, CA 92101-5050
619/231-1058
619/231-7423 (fax)
John B. Quinn
QUINN EMANUEL URQUHART OLIVER
& HEDGES, LLP
865 S. Figueroa St., 10th Floor
Los Angeles, CA 90017-2543
213/624-7707
213/624-0643 (fax)
B. Boyd Hight
Marc F. Feinstein
Raphael Cung
O'MELVENY & MYERS LLP
400 South Hope Street
Suite 1060
Los Angeles, CA 90071-2899
213/430-6000
213/430-6407 (fax)