f- I-E :2,
_
IN THE COURT OF CHANCERY OF THE STATE: OF DELAWARE L
IN AND FOR NEW CASTLE COUNTY
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MAGDA SEJAS, C.A. No. /7b&h
Plaintiff, : COMPLAINT
-against-
I'
ABRAHAM D. GOSMAN, ANDREW D. c1 <"
- - ,.
GOSMAN, MICHAEL M. GOSMAN, ::! f
".,
DONALD J. AMARAL, H. LOY I.,.,
,.I :
ANDERSON, BEDROS BAHARIAN,
ROBERT CATALDO and STEPHEN
E. RONAI,
Defendants,
-and-
CAREMATRIX CORPORATION,
Nominal Defendant.
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Plaintiff, by her attorneys, alleges as follows upon
information and belief, except as to the allegations which pertain
to plaintiff which are alleged upon knowledge:
1. This is a shareholder derivative action brought on
behalf and in the right of CareMatrix Corporation ("CareMatrix" or
the "Company") for injuries suffered by CareMatrix.
THE PARTIES
2. Plaintiff is and at all relevant times was the owner
of shares of common stock of nominal defendant CareMatrix.
3. CareMatrix is a Delaware corporation. CareMatrix is
SNIPPETS:
Plaintiff, by her attorneys, alleges as follows upon
behalf and in the right of CareMatrix Corporation ("CareMatrix" or
of shares of common stock of nominal defendant CareMatrix.
Defendant Abraham D. Gosman has
Abraham Gosman is the largest shareholder of CareMatrix,
Abraham Gosman is also the Chairman
Massachusetts, Inc., a firm that has provided management,
Defendant Andrew D. Gosman ("Andrew Gosman") is the
served as Vice Chairman of the Company's Board of Directors,
and an Executive Vice President between October
Defendant Michael M. Gosman ("Michael Gosman") is
Defendants Abraham Gosman, Andrew Gosman, Michael
Abraham Gosman, along with his sons, Andrew Gosman
Abraham Gosman is the sole shareholder of the sole
general partner of Chancellor Partners Limited Partnership I
Gosman are the sole trustees and shareholders of the sole limited
The Gosmans' control of CareMatrix is not limited to
Individual Defendants have not disclosed the identities of the
purchase or finance the construction of a facility and CareMatrix
actually pay the development and other fees recorded as revenue by
During 1997, CareMatrix paid Chancellor $7.4
million for lease rights and lease deposits;
$11 million for certain lease rights and deposits,
future cash flow rights, real property and other assets, including:
self-dealing, although blindly condoned by the Individual
suffer significant damages.
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