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1
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ORDER AND FINAL JUDGMENT
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EXTRACTED KEY WORDS
COURT PARTIES RELEASING HEREBY MEMBERS DEFENDANTS REPRESENTATIVES CHANCERY STIPULATION AGREEMENT SCHEDULING ORDER ATTORNEYS DIRECTORS PURSUANT DETERMINATION ADEQUATE JUDGEMENT PLAINTIFFS LAW FACTS AFFILIATES WELSH CARSON ANDERSON STOWE MATTER MANNER COUNSEL CHANCERY RULES |
IN THE COURT OF CHANCERY IN THE STATE OF DELA WAR.&.:
IN AND FOR NEW CASTLE COUNTY :^
------------------------------------------------------------------------~ Consolidated
IN RE CONCENTRA MANAGED CARE, INC. : Civil Action No. - J
SHAREHOLDERS LITIGATION 16990-NC - - -
. .
------------------------------------------------------------------------~ CT
-. cc?
ORDER AND FINAL JUDGMENT
The Stipulation and Agreement of Compromise, Settlement, and Release, dated January 5,
2000 (the "Stipulation"), of the above-captioned action (the "Action"), having been presented at the
mfieci-t ,T
Settlement Hearing on m -, 2000, pursuant to the Scheduling Order for Approval of
Settlement of Class Action entered herein on January x,2000 ("Scheduling Order"), which
Stipulation was joined and consented to by all parties to the Action and which (along with the
defined terms therein) is incorporated herein by reference; and the Court having determined that
notice of said hearing was given in accordance with the Scheduling Order to members of the Class
as certified by the Court in the Scheduling Order and that said notice was adequate and sufficient;
and the parties having appeared by their attorneys of record; and the attorneys for the respective
parties having been heard in support of the Stipulation and the settlement of the Action provided
therein (the "Settlement"), and an opportunity to be heard having been given to all other persons
desiring to be heard as provided in the notice; and the entire matter of the Settlement having been
considered by the Court;
IT IS HEREBY ORDERED, ADJUDGED AND DECREED, this !qT1'day of
MAPC/j
l+bmay 2000, as follows:
1. The Notice of Pendency of Class Action, Temporary and Proposed Class
Action Determination, Proposed Settlement of Class Action, Settlement Hearing, and Right to
Appear ("Notice to the Class") has been given to the Class (as defined hereinafter), pursuant to and
in the manner directed by the Scheduling Order, proof of the mailing of the Notice to the Class was
SNIPPETS:
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2
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PLAINTIFFS BRIEF IN SUPPORT OF THE PROPOSED SETTLEMENT AND APPLICATION FOR AN AWARD OF COUNSEL FEES
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EXTRACTED KEY WORDS
SHAREHOLDERS LITIQ LITIQATION HOLDINQS COURT YORK CERTIFICATION PROPER BANCORP NETWORKS POLK KAHN RESOUUZES BROWN LP84 HOFFMAN HYNSON INDUSTRDS FLS GOLDEN MITE BANCORP GRACE EMQY MAXUS EWQY CONS MATTEROFI SHELL OIL TALLEV LIT WARNER SECURITIES LITIQATION SUPP |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
____......._...._.__.................... . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. :
i CONSOLIDATED
IN RE CONCENTRA MANAGED CARE, INC.
/ C.A. No. 16990NC
STOCKHOLDERS LITIGATION
PLAINTIFFS' BRIEF IN SUPPORT OF THE
PROPOSED SETTLEMENT AND APPLICATION
FOR AN AWARD OF COUNSEL FEES
OF COUNSEL:
ABBEY, GARDY & SQUITIERI, LLP
212 East 39th Street
New York, New York 10016
(212) 889-37ClO
GOODKIND LABATON RUDOFF & SUCHAROW
2455 East Sunrise Boulevard, Suite 813
Fort Lauderdale, Florida 3 3 3 0 4
(954) 630-1OClO
- and -
100 Park Avenue, 12th F:toor
New York, New York 100:17
(212) 907-0700
BERNSTEIN LIE:BHARD & LIFSHITZ
10 East 40th Street
New York, New York lOO:L6
SNIPPETS:
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3
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STIPULATION AND AGREEMENT OF COMPROMISE SETTLEMENT AND RELEASE
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EXTRACTED KEY WORDS
STIPULATION COURT PARTIES PLAINTIFFS CONCENTRA MERGER DEFENDANTS COUNSEL AGREEMENT CHANCERY MEMBERS RELEASING DELAWARE ATTORNEYS WELSH COMPLAINT REPRESENTATIVES ANDERSON STOWE ROBERT EXECUTORS DISMISS YANKEE ACQUISITION PROXY DISCLOSURE LAW EXPENSES PROCEEDING FEES |
IN THE COURT OF CHANCERY IN THE STATE OF DELAWARi
IN AND FOR NEW CASTLE COUNTY
Consolidated
IN RE CONCENTRA MANAGED CARE, INC. Civil Action No. i ~
SHAREHOLDERS LITIGATION 16990-NC -
-----------------------------------------------"------------------------~
STIPULATION AND AGREEMENT OF
COMPROMISE, SETTLEMENT, AND RELEASE
The parties to the above-captioned civil action, by and through their attorneys, have
into the following Stipulation and Agreement of Compromise, Settlement, and Release (the
"Stipulation"), subject to the approval of the Court:
Whereas, on March 3, 1999, Concentra Managed Care, Inc. ("Concentra") announced that
it had entered into an Agreement and Plan of Merger (the "Merger Agreement") with Yankee
Acquisition Corp. ("Yankee"), a corporation formed by Welsh, Carso:n, Anderson & Stowe VIII, L.P.
("Welsh"), providing for, inter alia, the merger of Yankee with and into Concentra (the "Merger");
Whereas, the Merger Agreement, as amended, provided that stockholders of Concentra would
receive $16.50 cash per share for each outstanding share of Concentra;
Whereas, three actions were filed in the Court of Chancery ofthe State of Delaware, styled:
William Steiner vs. Concentra Managed Care, Inc., Willis D. Gradison, Richard D. Rehm,
Mitchell T Rabkin, Daniel J. Thomas, George H. Conrade,s, Robert A. Ortenzio, Lois E.
Silverman, John K. Carlyle, Robert W. O'Leary and Yankee Acquisition Corp.; CA. No.
16990NC in the Chancery Court in the State of Delaware in and for New Castle County;
Miriam Shapiro v. Concentra Managed Care, Inc., Willis D. Gradison, Richard D. Rehm,
Mitchell T Rabkin, Daniel J Thomas, George H. Conrades, Robert A. Ortenzio, Lois E.
Silverman, John K. Curlyle, Robert W O'Leary and Yankee Acquisition Corp.; CA. No.
17002-NC; In the Court of Chancery in the State of Delaware in and for New Castle County;
and
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4
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CLASS ACTION COMPLAINT
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EXTRACTED KEY WORDS
WELSH CONCENTRA PLAINTIFF STOCK MANAGEMENT MEMBERS OCCUSYSTEMS SHAREHOLDERS COMMON STOCK OFFICER INDIVIDUAL DEFENDANTS SHARES PRICE MANAGED CARE ACQUISITION CRA CHAIRMAN OUTSTANDING CARLYLE STOCKHOLDERS ACTING CHIEF EXECUTIVE OFFICER REPRESENTING COSTS RELIEF MERGER PROPOSED TRANSACTION OBLIGATIONS ACQUIRERS |
,.-. ^
j' 1,
IN THE COURT OF CHANCERY IN THE STATE OF DEhLAWARE !
IN AND FOR NEW CASTLE COUNTY
-------------------------------------------------------------x
WILLIAM STEINER,
Plaintiff,
-against-
CONCENTRA MANAGED CARE, INC.,
WILLIS D. GRADISON, RICHARD D.
REHM, MITCHELL T. RABKIN, DANIEL
J. THOMAS, GEORGE H. CONRADES,
/
ROBERT A. ORTENZIO, LOIS E.
SILVERMAN, JOHN K. CARLYLE,
ROBERT W. O'LEARY and YANKEE
ACQUISITION CORP.,
Defendants.
-------------------------------------------------------------x
CLASS ACTION COMPLAINT
Plaintiff alleges the following upon information and belief, except as to
1 which is alleged upon personal knowledge:
THE PARTIES
1. Plaintiff is and has been at all relevant times the owner of shares of
common stock of Concentra Managed Care, Inc. ("Concentra" or the "Company").
2. Defendant Mitchell T. Rabkin ("Rabkin") is a director of the Company and
was a director of CRA Managed Care, Inc. ("CRA"), one of the two predecessor companies to
Concentra.
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