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HomeMy WebLinkAbout01-5460MILBERG WEISS BERSHAD HYNES & LERACH LLP DARREN 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 SanDiego, 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: 561/750-3000 561/750-3364 (fax) Counsel for PlaintiffLukoff CUMBERLAND COUNTY COURT OF COMMON PLEAS, PENNSYLVANIA LINDA LUKOFF, Plaintiff, VS. G&L REALTY CORP., et al., Defendants. Civil Action No. 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 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 of Trans 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: JUDGE OF THE CUMBERLAND COUNTY COURT OF COMMON PLEAS, PENNSYLVANIA -1- 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 declaranfs business address is 600 West Broadway, Suite 1800, San Diego, California 92101. 2. That on September 12, 2001, declarant 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. 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 · Page 1 o9/12/Ol 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) MILBERG WEISS BERSHAD HYNES & LERACH LLP DARREN J. ROBB1NS (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: 619/231-1058 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: 561/750-3000 561/750-3364 (fax) Counsel for Plaimiff Lukoff ORIGINAL CUMBERLAND COUNTY COURT OF COMMON PLEAS, PENNSYLVANIA LINDA LUKOFF, Plaimiff, VS. G&L REALTY CORP., et al., Defendants. Civil ActionNo. Ot --~'-]~o0 ~ 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 Lukoffv. G&L Real~y Corp., et al.? Case No. BC241251 (hereinafter the "CA Action"). 2. On information and belief, Trans Healthcare, Inc. ("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. Plaintiff believes that Trans has documents relevant to the matters at issue in this action. 5. On August 6, 2001, Judge Soussan Bruguem 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 CalifomiaCourt'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 ad&ess, 4660 Trindle Road, Suite 103, Cami> 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: Cl /~'L/ID ] Respectfully submitted, MILBERG WEISS BERSHAD HYNES & LERACH LLP DARREN J. ROBBINS (CA Bar # 168593) JAMES I. JACONETTE (CA Bar # 179565) STEPHEN J. ODDO (CA Bar # 174823?0 JOIA. LOWTHER ~ Bar# 207~00~.~ / ~xx JA'I~'ES~I, L2~)NEI'TE ~ ~ West ~oadwa~Suit, 1~0 S~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: 561/750-3000 561/750-3364 (fax) N :~PA RA\DAN IR~Deal Cascs\GLR\papetition.wpd -2- A 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 AUG - 6 2001 SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF LOS ANGELES LINDA LUKOFF, On Behalf of Herself and Ail Others Similarly Situated, Plaintiff, VS. G&L REALTY CORP., et al., Defendants. ) CaseNo. BC241251 ) ) CLASS ACTION ) Assigned To: Judge Soussan Bruguem [I~I~II~F~,] COMMISSION TO TAKE DEPOSITION ON ORAL EXAMINATION AND FOR PRODUCTION OF DOCUMENTS (TRANS HEALTHCARE, INC.) DEPT: 71 DATE ACTION FILED: 12/04/00 EXHIBIT A COMMISSION TO TAKE DEPOSITION AND FOR DOCUMENTS (TRANS HEALTHCARE, 1NC.) 8 9 10 11 12 13 14 15 16 17 18 19 2O 21 22 23 24 25 26 27 28 1 2 3 4 5 6 7 PEOPLE OF THE STATE OF CALIFORNIA TO: AN OFFICER AUTHORIZED TO ADMINISTER OATHS BY THE LAWS OF THE STATE OF PENNSYLVANIA AND TO THE COURTS OF THE STATE OF PENNSYLVANIA. PURSUANT to the Order of the above-entitled Court, this Court has determined that Trans Healthcare, Inc. ("Trans") has information that is relevant to and necessary for the trial of the above-entitled action and that it would further the interests of justice if a deposition on oral examination and the production of documents by Trans be conducted in your jurisdiction. By this Commission, you are hereby respectfully requested to issue, by your proper and usual process, a subpoena for deposition upon oral examination, and for the production of documents and things as described in the Schedule A attached hereto. The production of documents by Trans will commence at the offices of Trans, 4660 Trindle Road, Suite 103, Camp Hill, Pennsylvania 17011 at 10:00 a.m. on August 17, 2001, a date in accordance with the minimum time provided by Pennsylvania law, or at a location and on a date agreed upon by plaintiff and Trans. Deposition by oral examination will commence at the offices of Trans, 4660 Trindle Road, Suite 103, Camp Hill, Pennsylvania 17011 at 10:00 a.m. on August 24, 2001, a date in accordance with the minimum time provided by Pennsylvania law, or on a date and/or location mutually agreed between plaimiff and Trans. WHEREAS, it appears to our Superior Court of the State of California for the County of Los Angeles that Trans has in its control relevant information in the above-referenced action now pending in our Superiot' Court, defendants and plaintiff, in confidence of your prudence and fidelity, hereby appoint you as Commissioner to issue a subpoena for a deposition on oral examination, and for the production of documents by Trans. IT IS SO ORDERED. Ji~'~~. DATED: ~ THE HONORABLE SOUSSAN BRUGUERA JUDGE, SUPERIOR COURT OF CALIFORNIA -1- [PROPOSED] COMMISSION TO TAKE DEPOSITION AND FOR DOCUMENTS (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 Submitted by: MILBERG WEISS BERSHAD HYNES & LERACH LLP WILLIAM S. LERACH DARREN J. ROBBINS I~.~MES I. JACONE~q~ //~ ~TE'PxHEN J. OI~D(3~i ~ [ ~ ! . LO ~'00--W-~st'Broad~ay, smt~ 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: 561/750-3000 561/750-3364 (fax) Attorneys for Plaimiff N APARAkDANIR~KFC 80614.ord -2- [PROPOSED] COMMISSION TO TAKE DEPOSITION AND FOR DOCUMENTS (TRANS HEALTHCARE, INC.) ! 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 SCHEDULE A (Trans Healthcare, Inc.) I. DEFINITIONS 1. "You" and "your" refer to the person(s) responding to this Subpoena. 2. The term "G&L" means G&L Realty Corporation and its predecessors, successors, divisions and subsidiaries, and its officers, directors, employees, agents or anyone acting or purporting to act on its behalf. 3. "Acquirors" means defendants Daniel M. Gottlieb and Steven D. Lebowitz and any of their affiliates, including, without limitation, officers, directors, employees, agents or anyone acting or purporting to act on their behalf. 4. The term "Acquisition" means each proposed purchase of all outstanding shares of G&L for $10.00 per share by Daniel M. Gottlieb and Steven D. Lebowitz announced since November 30, 2000. 5. The term "Individual Defendants" means Daniel M. Gottlieb, Leslie D. Michelson, Steven D. Lebowitz, Dr. Richard L. Lesher, Charles P. Reilly and S. Craig Tompkins. 6. "All" and "each." The terms "all" and "each" shall be construed as all/each. 7. The term "Trans" means Trans Healthcare, Inc., and its predecessors, successors, divisions, direct or indirect subsidiaries, officers, directors, employees, agents, or anyone acting or purporting to act on its behalf. 8. "And" and "or." The connectives "and" and "or" shall be construed either disjunctively or conjunctively as necessary to bring within the scope of the Request all responses that might otherwise be construed to be outside of its scope. 9. "Business relationship" or "business affiliation" refer to any relationship, whether formal, informal, contractual or legal, conceming any employment, occupation, profession, or any commercial or business activity for monetary gain, personal gain, or livelihood. "Business relationship" or "business affiliation" also include, without limitation, any monetary, asset, financial or labor investment. -1- 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 10. "Communication" or "commtmications" refers to any exchange of information by any means of transmission, sending or receipt of information of any kind by or through any means including, without limitation, speech, writings, documents, language (machine, foreign or otherwise) of any kind, computer electronics or electronic data, sound, radio or video signals, telecommunication, telephone, teletype, facsimile, telegram, microfilm, microfiche, photographic film of all types or other media of any kind. The term "communication" also includes, without limitation, all inquiries, discussions, conversations, correspondence, negotiations, agreements, understandings, meetings, notices, requests, responses, demands, complaints, or press, publicity or trade releases. 11. "Conceming" shall mean constituting, evidencing, reflecting, incorporating, effecting, including, or otherwise pertaining or relating, either directly or indirectly, or being in any way logically or factually connected with, the subject matter of the inquiry or Request. Requests for "documents concerning" any subject matter include documents concerning communication regarding that subject matter. 12. "Document" or "documents" is intended to be interpreted in the broadest possible sense and includes, without limitation, all electronic data and all communications which are stored or retrievable or recorded in any manner and also includes, without limitation, any writing or other record of information or images, including, but not limited to, print, handwriting, photographs, film, recordings, memoranda, books, records, accounts, ledgers, vouchers, invoices, drafts, bills, charge slips, letters, electronic mail or "e-mail," compact discs, CD-ROM discs, magnetic tape, videotape, magnetic or optical disks, "floppy disks," "PowerPoint" or other presentation software systems, telegrams, mailgrams, correspondence, notes and minutes of meetings, conversations or telephone calls, resolutions, interoffice memoranda, work papers, reports, projects, tabulations, studies, surveys, legal complaints and other pleadings, affidavits, interrogatories, legal briefs, legal motions, judgments, designs, drawings, schematics, maps, manuals, models, notebooks, contracts, agreements, diaries, telephone records, desk calendars, appointment books, circulars, charts, transcripts, news releases, trade releases, advertisements, press books, teletype messages, licenses, financial statements, stenographers' notebooks, punchcards, computer printouts and data, telecopier or -2- 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 facsimile transmissions and printouts, letters of credit, stock certificates and securities. The term "document" also includes, without limitation, preliminary drafts or revisions or ~opies of any such document if the copy is in any way different from the original, now in your possession, custody or control, or in the possession, custody or control of your advisors, agents, employees, servants representatives, trustees, counsel or other persons acting or purporting to act on your behalf. 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, marks, transmission notations, or highlighting of any kind), of mechanical, facsimile, electronic, magnetic, digital or other programs (whether private, commemial, or work-in-progress), programming notes or instructions, activity listings of electronic mall receipts or transmittals, output resulting from the use of any software program, including word processing documents, spreadsheets, database files, charts, graphs and outlines, electronic mail or "e-mall," operating systems, source code of all types, programming languages, linkers and compilers, peripheral drives, PDF files, PRF files, batch files, ASCII files, crosswalks, code keys, pull dosxm tables, logs, file layouts and any and all miscellaneous files or file fragments, regardless of the media on which they reside and regardless of whether said electronic data consists of an active file, deleted file or file fragment. "Electronic data" also includes, without limitation, any and all items stored on computer memory or memories, hard disks, floppy disks, zip drives, CD-ROM discs, Bernoulli Boxes and their equivalents, magnetic tapes of all types and kinds, microfiche, punched cards, punched tape, computer chips (including but not limited to EPROM, PROM, ROM or RAM of any kind) on or in any other vehicle for digital data storage or transmittal, files, folder tabs, or containers and labels appended to or associated with any physical storage device associated with each original and each copy. 14. The term "Offer" means any proposal or expression of interest concerning any acquisition, merger, consolidation, share exchange, business combination or other similar transaction or series of related transactions involving G&L or any subsidiary of G&L, or any offer to purchase, -3- SCHEDULE A (TRANS HEALTHCARE, INC.) 8 9 10 11 12 13 14 15 16 17 18 19 2O 21 22 23 24 25 26 27 28 1 2 3 4 5 6 7 tender offer, exchange offer or any similar transaction or series of related transactions made by any person involving assets owned by G&L (including, without limitation, real estate), or 5% or more of the outstanding shares of any class of G&L securities. 15. "Person" or "persons" means and refers to natural persons, proprietorships, corporations, partnerships, trusts, joint ventures, groups, associations, organizations and governmental agencies and other agencies. 16. "Identify," when used to refer to a natural person, shall mean to set forth that person, s: (i) full name and title, if any; (ii) present or last known address; (iii) present or last known business and home telephone number(s); and (iv) present or last known employer. 17. "Identify," when used to refer to a document, shall mean: (i) the date of each document; (ii) the type of each such document (i. e. correspondence, memorandum, business record, etc.); (iii) the identity of the author(s) or preparer(s) of each such document; and (iv) the present location of each such document or copies thereof. 18. "SEC" means the Securities and Exchange Commission. 19. "SEC filings" means all documents filed or prepared for the purpose of filing with the SEC and any other state or federal regulatory agency, including, without limitation, Forms 8-K, 10-K, 10-Q, Schedules TO-T, 13-D, 14A, 14D-I and 14D-9, and any drafts thereof or amendments thereto. 20. The term "Telephone Records" includes, without limitation, telephone directories, Rolodexes, messages, telephone logs, recordings of telephone conversations and telephone bills (local and long distance). 21. The term "Financial Statements" means, but is not limited to, interim, final, pro forma, actual, projected, complete, or partial, annual, quarterly, monthly, weekly or otherwise, audited or unaudited, budgets, budget plans, balance sheets, schedules of direct costs, schedules of miscellaneous income, schedules of general services, fiscal serviceman administrative services, statements of earnings and earnings per share, income statements, cash flow statements, statement of revenues and statements of expenses, all notes or other commentary concerning any of the -4- SCHEDULE A (TRANS HEALTHCARE, INC.) 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1 2 3 4 5 6 7 8 foregoing and ail underlying workpapers and ail drafts used in connection with the preparation of any of the foregoing. 22. The term "Telephone Records" includes, without limitation, telephone directories, Rolodexes, me~sages, telephone logs, recordings of telephone conversations and telephone bills (locai and long distance). II. INSTRUCTIONS 1. In responding to this Subpoena, you shail produce separately ail documents available at the time of responding or which can be located or discovered by reasonably diligent efforts, including documents in the possession of your agents and representatives. 2. References to an individual, partnership, limited liability company or corporation include any and ail agents, employees, representatives and attorneys and ail other persons or entities acting on your behaif or under your control. 3. If you claim any form of privilege or any other objection, whether based on statute, common law or otherwise as a ground for not producing any requested document, please furnish a list identifying each document for which the privilege or other objection is claimed together with the following information: date; sender; recipient; persons to whom copies were furnished together with their job titles; subject matter; basis on which privilege or other objection is claimed and the number of each Request to which such document responds. If you claim privilege or any other objection with regard to only part of a document, produce the part to which there is no objection. 4. If you are aware of any documents or copy thereof that may be responsive to these Requests but are no longer in your possession, custody or control, or have been lost or destroyed, identify each document in detail, including whether: (i) the document is missing, lost or destroyed; (ii) the document has been transferred or delivered to another person and, if so, at whose request; (iii) who prepared it; (iv) to whom it was prepared for and sent to; (v) when it was prepared or sent; (vi) the content of the document; (vii) the person who destroyed it; and (viii) why it was lost or destroyed. 5. If any individual Request is ambiguous in any way, please send a letter to the undersigned counsel describing the ambiguity and it will be promptly clarified in a reply letter. If -5- 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 any individual Request (or subpart thereof) is deemed to be unduly burdensome, please send a letter to the undersigned counsel specifying the reasons why the Request is unduly burdensome and stating whatever information and knowledge you have of the information or documents called for in the Request, and (generally) an attempt will be made to rephrase the Request (or subpart thereof) in a reply letter to lessen the burdens of compliance. Any such reply letter may be treated by the parties to whom it is addressed as a modification of the particular Request. 6. Unless words or terms have been given a specific definition herein, each word or term used herein shall be given its usual and customary dictionary definition except where such words have a specific custom and usage definition in your trade or industry, in which case they shall be interpreted in accordance with such usual custom and usage definition of which you are aware. In construing the Requests herein: (i) the singular shall include the plural and the plural shall include the singular; and (ii) a masculine, feminine or neuter pronoun shall not exclude the other genders, all to the end that the interpretation applied results in the more expansive production. 7. In making production, produce all docmnents as kept in the normal course of business and identify the file from which each document was taken. III. TIME PERIOD Unless stated otherwise, the time period to which this Subpoena refers is January 1, 2000 through the date of production. Ifa document prepared before this period is necessary for a correct or complete understanding of any document covered by a Request, you must produce the earlier or subsequent document as well. If any document is undated and the date of its preparation cannot be determined, the document shall be produced if otherwise responsive to this Subpoena. IV. DOCUMENTS REQUESTED REQUEST NO. 1: Each Offer, business combination proposal, or agreement and plan of merger contemplated by Trans and G&L, all related exhibits and schedules, and all drafts thereof. REQUEST NO. 2: All Documents concerning actions of the Board of Directors of Trans concerning any past, present, potential or actual Offer, including, without limitation, any consents. -6- 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 REQUEST NO. 3: All minutes (with exhibits/attachments) of all meetings of the Board of Directors of Trans ok any committee thereof, where any past, present, potential, or actual Offer was discussed, including, without limitation, the minutes (with exhibits/attachments) of other meetings referenced therein. REQUEST NO. 4: All documents reviewed by Trans concerning any past, present, potential, or actual Offer or the Acquisition. REQUEST NO. 5: All documents concerning communications concerning any past, present, potential or actual Offer or the Acquisition, including, without limitation: (a) all internal communications including, without limitation, executive summaries, memoranda and electronic mail; (b) all communications between Trans and any of the Individual Defendants, including, without limitation, email, faxes and letters transmitted outside the office; (c) all communications between G&L and Trans; (d) all communications between Trans and any financial institution, accounting firm, auditing firm, investment banking firm or advisor; and (e) all communications sent to, or prepared to be sent to, any person on behalf of Trans. REQUEST NO. 6: All documents concerning the engagement or retention of any financial institution, accounting firm, auditing firm or investment banking firm to provide services concerning any past, present, potential or actual Offer, or services concerning the valuation of G&L. REQUEST NO. 7: All personal files, expense reports or logs, diaries, notebooks, notes, date books, calendars, appointment books, address books and Telephone Records maintained by or for any Trans officer or executive involved in business concerning any past, present, potential, or actual Offer. -7- SCHEDULE A (TRANS HEALTHCARE, INC.) 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1 2 3 4 5 6 REOUEST NO. 8: All documents concerning f'mancial due diligence relating to any past, present, potential or actual Offer. REQUEST NO. 9: All appraisals, analyses, opinions, reviews, Financial Statements or other documents concerning the financial results, value, market value, fair value, or inherent value of the stock or any of the assets or businesses of G&L, including, but not limited to, any documents prepared by any investment banking firm concerning the fairness to G&L shareholders of any past, present, potential, or actual Offer. REQUEST NO. 10: All financial projections, budgets and plans of future operations concerning G&L. REQUEST NO. 11: All documents concerning assumptions underlying any analyses, opinions, or projections concerning G&L. REQUEST NO. 12: All documents concerning any business relationship between Trans and any Individual Defendant, including, without limitation, any management agreement, parmership agreement, consulting agreement, or any other agreement. (This Request is made without regard to the "Time Period" limitation set forth in Section III herein.) REQUEST NO. 13: All documents identifying any business affiliations between any of the Individual Defendants and Trans, including without limitation, common board memberships or common membership in any business organization. REQUEST NO. 14: All documents concerning press releases, published articles, financial analysts' reports and rating agencies' reports, and all drafts thereof, concerning G&L. -8- 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 REQUEST NO. 15: All documents concerning SEC filings concerning any Offer, including, without limitation, drafts of past filings and drafts of documents to be filed with the SEC. REQUEST NO. 16: Documents sufficient to identify Trans' ability to purchase G&L's assets or properties pursuant to any past, present, potential, or actual Offer, including, without limitation, Trans' sources of financing. REQUEST NO. 17: All documents concerning any policy, procedure or practice relating to the preservation or destruction of the documents, types of documents or electronic data sought herein. V. MATTERS FOR WHICH TESTIMONY IS REQUIRED Please produce a person or persons most qualified to provide testimony concerning the following: DEPOSITION TOPIC NO. 1: Any Offer, including, without limitation, negotiations or meetings concerning such offer, or the Acquisition. DEPOSITION TOPIC NO. 2: Communications concerning any Offer or the Acquisition, including, without limitation: (a) all internal communications including, without limitation, executive summaries, memoranda and electronic mail; (b) all communications between Trans and any of the Individual Defendants, including, without limitation, email, faxes and letters transmitted outside the office; (c) all communications between G&L and Trans; (d) all communications between Trans and any financial institution, accounting firm, auditing firm, investment banking firm or advisor; and (e) all communications sent to, or prepared to be sent to, any person on behalf of Trans. -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 G&L's assets or properties pursuant to the bid(s) that it made, including, without limitation, Trans' sources of financing. DEPOSITION TOPIC NO. 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 NO. 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 plaintiffs subpoena, including, without limitation, the existence, source, ~ind identification of such documents, whether such documents were produced, and the authentication of such documents prepared by Trans. N:\CASES\G&LRealtyXAMAS011 l.sch -10- 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 DECLARATION OF SERVICE BY MAll, I, the undersigned, declare: 1. That declarant is and was, at all times herein mentioned, a citizen ofthe 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 July 25, 2001, declarant served [PROPOSED] COMMISSION TO TAKE DEPOSITION ON ORAL EXAMINATION AND FOR PRODUCTION OF DOCUMENTS (TRANS HEALTHCARE, INC.) by depositing a tree 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 tree and correct. Executed this 25th day of July, 2001, at San Diego, California. Danielle S. Romero [PROPOSED] COMMISSION TO TAKE DEPOSITION AND FOR DOCUMENTS (TRANS HEALTHCARE, INC.) G&L REALTY 9ervice'List - 07/02/01 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 ~kBBEY 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'MELVEAIY & MYERS LLP 400 South Hope Street Suite 1060 Los Angeles, CA 90071-2899 213/430-6000 213/430-6407 (fax) 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. Danielle S. Romero -3- G&L REALTY Service List .Page 1 09/12/01 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 BERSH31D HYNES & LEP~ACH 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) CS. MILBERG WEISS BERSHAD HYNES & LERACH LLP DARREN 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: 619/231-1058 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: 561/750-3000 561/750-3364 (fax) Counsel for Plaintiff Lukoff CUMBERLAND COUNTY COURT OF COMMON PLEAS, PENNSYLVANIA LINDA LUKOFF, Plaintiff, VS. G&L REALTY CORP., et al., Defendants. ) ) ) ) ) Civil Action No. ) ) Order Authorizing Issuance of Subpoena thereto, Upon reading and the filing of the Petition for Issuance o f Subpoena and the exhibit annexed IT IS HEREBY ORDERED that a subpoena directing the following be issued: I. The Custodian of Records of Trans Healthcare, 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 of Trans 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: -1- D~ECLARATION OF SERVICE BY MAI/: 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 9210 I. 2. That on September 12, 2001, declarant 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. 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- ' ~&L R~ALTY ~ervice List ~age 1 09/12/01 COUNSEL FOR PLAINTIFF(S) Paul J. Geller CAULEY, GELLER, BOWM3tN & 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) 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) COUNSEL FOR DEFENDANTs John B. Quinn QUINN EMANUEL URQUFLART 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)