G. Mark Albright
ALBRIGHT, STODDARD, WARNICK & ALBRIGHT
Quail Park Suite D-4
801 South Rancho Drive
Las Vegas, Nevada 89106
Telephone: (702) 384-7111
Jeffrey S. Abraham
LAW OFFICES OF JEFFREY S. ABRAHAM
60 East 42nd Street, Suite 4700
New York, Now York 10165
Telephone: (212) 692-0555
Attorneys for Plaintiff
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF NEVADA
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JULES BRODY, individually and on behalf :
of all others similarly situated, :
: Civil Action No.
Plaintiff, : CV-S-97-00747-PMP (RLH)
vs. :
:
TRANSITIONAL HOSPITALS CORPORATION, :
WENDY L. SIMPSON and RICHARD L. CONTE :
:
Defendants. :
---------------------------------------------------------------- : JURY TRIAL DEMANDED
: X
CLASS ACTION COMPLAINT
Plaintiff, by and through his attorneys, make the following allegations upon information
and belief, except as to the allegations relating to plaintiff and his counsel, which are
alleged upon personal knowledge. Plaintiff's information and belief is based upon the
investigation conducted by plaintiffs' attorneys, which investigation has included, without
limitation, a review and analysis of filings made by defendants and others with the
Securities and Exchange Commission ("SEC") and a review and analysis of press
releases distributed by defendants.
SNIPPETS:
LAW OFFICES OF JEFFREY S. ABRAHAM
Plaintiff, by and through his attorneys, make the following allegations upon information and
Plaintiff's information and belief is based upon the investigation conducted by plaintiffs'
This action arises out of defendantat failure to timely disclose an existing written offer to
C when, in fact, at that time, the negotiations had reached an advanced stage with actual firm
Plaintiff sold thousands of shares of THC common stock during the time period during which
Plaintiff brings this action as a class action asserting claims arising under Sections 10and
including the preparation and dissemination of materially false and misleading disclosures is
Plaintiff's sale was made at a market price that was artificially depressed by defendants'
Defendant Transitional Hospitals delivers long- term acute care services through several
Defendant Wendy L. Simpson is, and at all relevant times was, a member of the Board of
Defendant Richard L. Conte is, and at all relevant times was, the Chairman of the Board of
Because of the positions held by defendants Simpson and Conte as executives and directors of
Excluded from the Class are defendants, the officers and directors of the Company, members of
After paying down debt, taxes, severance costs, transaction fees and other related costs, the
the Company announced an agreement to sell its U.S. psychiatric operations to privately- held
These open-market purchases of THC common stock gave rise to a duty on the Company's part to
On April 26, 1997, the Company's Board of Directors met to consider the acquisition proposals
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