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1
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PLAINTIFFS BRIEF IN SUPPORT OF PROPOSED SETTLEMENT AND FEE PETITION
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EXTRACTED KEY WORDS
SETTLEMENT PLAINTIFF FEE DEFENDANTS DEL HMI MERGER BROWN COUNSEL MERGER AGREEMENT ATTORNEYS FACTS NICOL RONALD SUPR STOCKHOLDERS CLASS ACTION TRANSWORLD HEALTHCARE FEE PETITION WILMINGTON MERGER PRICE REPRESENTATIVES SETTLEMENT FUND CHANCERY COURT RULES DIMITRIADIS KING STREET FIDUCIARY DUTIES TRANSACTION STOCK PURCHASE |
IN AND FOR NEW CASTLE COUNTY
KATHLEEN S. O'REILLY,
Plaintiff,
i
". ) C.A. No. 1650'7-NC
TRANSWORLD HEALTHCARE, INC.,
W. JAMES NICOL, ANDRE C. `j (
DIMITRIADIS, DR. TIMOTHY J. ,.By,. !
TRICHE, and D. MARK WEINBERG, i
Defendants. ) ,,"
PLAINTIFF'S BRIEF IN SUPPORT OF THE PROPOSED
SETTLEMENT AND FEE PETITION
PRICKET, JONES & ELLIOTT
Ronald A. Brown, Jr.
1310 King Street
Wilmington, Delaware 19801
(302) 888-6500
Attorneys for Plaintiff
Dated: November 9, 2001
15839.1\146084"1
TABLE OF CONTENTS
m
NATURE AND STAGE OF THE PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SNIPPETS:
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2
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STIPULATION AND AGREEMENT OF SETTLEMENT
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EXTRACTED KEY WORDS
AGREEMENT STIPULATION DEFENDANTS COURT HMI PARTIES APPROVALS DIRECTORS TRANSWORLD FINANCIAL STATEMENTS CLASS COUNSEL SETTLEMENT FUND MERGER AGREEMENT ATTORNEYS PRIOR STOCK PURCHASE AGREEMENT DISTRIBUTION SECURITIES PLAINTIFF SENIOR LENDERS TRANSACTIONS PROVISIONS CONNECTION REPRESENTATIVES CONSUMMATE DISCLOSURES RELATING THERETO HEALTH MANAGEMENT ACCORDING COUNSEL CORPORATION |
ORIGINAL
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
KATHLEEN S. O'REILLY,
Plaintiff.
V. C.A. No. 16507-NC
TRANSWORLD HEALTHCARE, INC., I- .
. . _
W. JAMES NICOL, ANDRE C. . .-
-
--
DIMITRIADIS, DR. TIMOTHY J. . .
TRICHE, and D. MARK WEINBERG, -If-
.r--
Defendants.
STIPULATION AND AGREEMENT OF SETTLEMENT
The parties to the above-captioned civil action (the "Action"), by and through their
attorneys, enter into this Stipulation and Agreement of Settlement (the "Stipulation" or
"Settlement Agreement"), subject to the approval of the Court:
WHEREAS:
A. In or about the spring of 1996, following an investigation by a special committee
of the board of directors of Health Management, Inc. ("HMI" or the "Company"), the HMI board
of directors concluded that some of the Company's prior financial statements were incorrect.
Accordingly, on April 30, 1996, HMI filed with the Securities and Exchange Commission
("SEC") restated consolidated financial statements for the fiscal year ended April 30, 1995 and
for each of the fiscal quarters within the fiscal year ended April 30, 1995, including the fiscal
quarters ended July 3 1, 1994, October 3 1, 1994 and January 3 1, 1995. The Company also filed
SNIPPETS:
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3
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ANSWER OF THE INDIVIDUAL DEFENDANTS
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EXTRACTED KEY WORDS
RESPECTFULLY REFER ACCURATE STATEMENT ADMIT PROXY STATEMENT HMI AGREEMENT INDIVIDUAL DEFENDANTS TRANSWORLD MERGER STOCK PARAGRAPH PLAINTIFF PURCHASE RESPONSE PARAGRAPH STATES COMPLAINT STOCKHOLDERS ALLEGATIONS DEBT AMENDMENT OUTSTANDING COMMON STOCK COMMON STOCK COUNSEL BANK ATTORNEYS ASHBY PLAINTIFF PURPORTS SHARES RESTATEMENT |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE i
IN AND FORNEW CASTLE COUNTY
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4
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PLAINTIFFS OPENING BRIEF IN SUPPORT OF MOTION FOR CLASS CERTIFICATION
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EXTRACTED KEY WORDS
PLAINTIFF COURT DEFENDANTS COMPL MERGER AGREEMENT MOTION DEL CHANCERY HMI DELAWARE PARTIES CLASS ACTION TRANSWORLD HEALTHCARE CLASS CERTIFICATION BROWN CHANCERY COURT RULE STOCKHOLDERS STOCK PURCHASE WILMINGTON COMMON STOCK REPRESENTATIVES MERGER PRICE KING STREET PROXY STATEMENT PRICKETT JONES ELLIOTT ATTORNEYS NATURE |
IN THE COURT OF CHANCERY OF THE STATE OF DEZAWARE <;+`f
IN AND FOR NEW CASTLE COUNTY
KATHLEEN S. O'REILLY, >>
Plaintiff, >>
V. > C.A. No.: 16507
TRANSWORLD HEALTHCARE, INC., )
W. JAMES NICOL, ANDRE C. >
DIMITRIADIS, DR. TIMOTHY J. >
TRICHE, and D. MARK WEINBERG, )
)
Defendants. >
PLAINTIFF'S OPENING BRIEF
IN SUPPORT OF HER MOTION FOR
CLASS CERTIFICATION
PRICKETT, JONES & ELLIOTT
Ronald A. Brown, Jr.
1310 King Street
P.O. Box 1328
Wilmington, Delaware 19899
(302) 8818-6500
Attorneys for Plaintiffs
Dated: November 1, 1999
15939,1\97077vl
TABLE OF CONTENTS
SNIPPETS:
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5
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ANSWER OF DEFENDANT TRANSWORLD HEALTHCARE
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EXTRACTED KEY WORDS
PARAGRAPH COMPLAINT COURT ADMITS TRANSWORLD DENIES HMI RESPECTFULLY REFERS ACCURATE STATEMENT PROXY STATEMENT AGREEMENT MERGER STOCK RESPONSE PLAINTIFF STOCK PURCHASE AGREEMENT NATURE STOCKHOLDERS DEBT AMENDMENT OUTSTANDING COMMON STOCK COUNSEL BANK FULLY SET DEFENDANT TRANSWORLD HEALTHCARE PLAINTIFF PURPORTS SHARES RESTATEMENT |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
KATHLEEN S. O'REILLY, >
Plaintiff, >> C.A. No.16507-NC
V. >
>
TRANSWORLD HEALTHCARE, INC., >
W. JAMES NICOL, ANDRE C. DIMITRIADIS, >
DR. TIMOTHY TRICHE, and D. MARK WEINBERG, )
>
Defendants. >
ANSWER OF DEFENDANT TRANSWORLD HEALTHCARE, INC.
Defendant Transworld Healthcare, Inc., by its attorneys, Morris, Nichols, Arsht
and Tunnell, for its answer to plaintiffs Complaint, alleges upon knowledge as to its own actions
and all public matters and upon information and belief as to all other matters as follows:
1. Denies each and every allegation in paragraph 1 of the Complaint, except
admits that plaintiff purports to bring this action as an individual and class action and that,
pursuant to the terms of the October 1, 1997 cash out merger (the "Merger"), the public
stockholders of Health Management, Inc. ("HMI") were paid $.30 per share for their shares of
HMI stock.
2. Denies each and every allegation in paragraph 2 of the Complaint, except
admits that plaintiff quotes certain selected sections of the HMI proxy statement dated June 16,
1997 (the "Proxy Statement") and respectfully refers the Court to the Proxy Statement for a
complete and accurate statement of its terms.
3. Denies each and every allegation in paragraph 3 of the Complaint, except
admits that plaintiff quotes certain selected sections of the Proxy Statement and respectfully
SNIPPETS:
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6
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MEMORANDUM OPINION
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EXTRACTED KEY WORDS
STOCKHOLDERS TRANSWORLD DEFENDANTS DIRECTORS COUNSEL PLAINTIFF DISCLOSURE HMI PROXY STATEMENT DISMISS FIDUCIARY DUTY COURT DAMAGES FACTS COMPLAINT ALLEGATIONS DISCLOSURE VIOLATIONS MERGER PRICE NEGOTIATIONS FINANCIALS NOMINAL DAMAGES ACCOUNTING ERRORS REPRESENTATION BANKRUPTCY CONSUMMATE CONTEMPLATING STOCKHOLDER ACTION COMMUNICATIONS TRANSACTION IMPLICATES |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE +,,j?//-
/ >g
IN AND FOR NEW CASTLE COUNTY
KATHLEEN S. O'REILLY, >>
Plaintiff, .,-_,.~--j--;` ..I,!i~ i*
V.
>
TRANSWORLD HEALTHCARE, INC., )
W. JAMES NICOL, ANDRE C. >
DIMITRIADIS, DR. TIMOTHY J. >
TRICHE and D. MARK WEINBERG, )
>
Defendants. >
Submitted: March 23, 1999
Decided: August 20, 1999
MEMORANDUM OPINION
Ronald A. Brown, Jr. and Elizabeth M. McGeever of Prickett, Jones, Elliott,
Kristol & Schnee, Wilmington, Delaware. Attorneys for Plaintiff.
A. Gilchrist Sparks, III and Donna L. Culver of Morris, Nichols, Arsht & Tunnell,
Wilmington, Delaware. OF COUNSEL: Elliott Silverman of McDermott, Will &
Emery, New York, New York. Attorneys for Defendants.
STEELE, V.C.
Defendants Transworld Healthcare, Inc. ("Transworld") and the former
directors of Health Management Inc. (YIMI") move to dismiss pursuant to Court
of Chancery Rule 12(b)(6) this individual and stockholder class action against
them, which challenges the fairness of HMI's merger with a subsidiary of
Transworld. HMI's directors approved a merger between EIMI and Transworld's
wholly-owned subsidiary at $2 per share, but agreed to reduce the merger
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