1 EXHIBIT 6 GIBSON, DUNN & CRUTCHER LLP WAYNE W. SMITH, SBN 054593 JOSEPH P. BUSCH, III, SBN 070340 RAFFAELE G. FAZIO, SBN 185378 4 Park Plaza, Suite 1400 Irvine, California 92614-8557 (714) 451-3800 DAVIS POLK & WARDWELL 459 Lexington Avenue New York, NY 10017 (212) 450-4000 Attorneys for Plaintiff EMERITUS CORPORATION SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF ORANGE EMERITUS CORPORATION, Plaintiff, v. ARV ASSISTED LIVING, INC., a California corporation; DAVID P. COLLINS, an individual; JOHN A. BOOTY, an individual; R. BRUCE ANDREWS, an individual; JAMES M. PETERS, an individual; MAURICE J. DeWALD, an individual; JOHN J. RYDZEWSKI, an individual; ROBERT P. FREEMAN, an individual; KENNETH M. JACOBS, an individual; MURRY N. GUNTY, an individual; and HOWARD G. PHANSTIEL, an individual. Defendants. CASE NO. 787788 ASSIGNED FOR ALL PURPOSES TO JUDGE THOMAS N. THRASHER, DEPT. 13 STIPULATION PURSUANT TO SECTION 2021 OF THE CODE OF CIVIL PROCEDURE MODIFYING DISCOVERY PROCEDURES Date of Filing This Action: December 9, 1997 Trial date: None Set The parties hereto, by and through their respective attorneys of record, enter into this stipulation based on the following facts and circumstances: 1. On December 9, 1997, Plaintiff Emeritus Corporation ("Plaintiff") filed this action, and served Defendants herein. 2 2. On December 9, 1997, and prior to noon on that day, counsel for Emeritus gave notice of the intent of Emeritus to seek ex parte an order shortening time within which to conduct discovery and for an order preserving certain documents. 3. On December 9, 1997, Emeritus announced its intention to file a motion for preliminary injunction on or before January 7, 1998, to be heard on the Court's regular law and motion calendar on January 22, 1998. With a hearing on January 22, 1998, and pursuant to Local Rule 520, the briefing schedule will be as follows: a. The motion for preliminary injunction and papers in support of said motion shall be filed and served by personal delivery on or before January 7, 1998; b. The papers in opposition to said motion shall be filed and served by on or before January 15, 1998; and c. The reply papers in support of said motion shall be filed and served by on or before January 20, 1998. 4. At least three of the prospective deponents noticed by Emeritus have travel plans that prevent them from being present during the period from December 20, 1997, through and including January 2, 1998. 5. The parties are negotiating in good faith regarding the form and content of a protective order to be entered in this action. 6. The parties have reached an agreement on the ex parte relief sought by Emeritus. Based on the foregoing, the parties stipulate as follows: 1. Emeritus will, and hereby does, serve its First Request for Production of Documents to Defendants (the "First Request"). 2. Defendants waive the provisions of Section 2031(b) of the California Code of Civil Procedure, and agree to produce documents in response to the First Request on December 16, 1997, at the Orange County offices of Gibson, Dunn & Crutcher, subject to the following terms and conditions: a. Defendants' stipulation to this paragraph 2 shall be without prejudice to any other evidentiary objection that they might otherwise be entitled to assert; and 2 3 b. The parties have reached an agreement on the form and content of a protective order for this matter. 3. Emeritus will, and hereby does, serve its Notice of Depositions on Defendants. 4. Defendants waive the provisions of Section 2025(b)(2) of the California Code of Civil Procedure, and agree to produce Messrs. Freeman and Rydzewski for their depositions at the times, dates and places indicated, or at such other times pursuant to an agreement of the parties. 5. Emeritus agrees that the depositions of Messrs. Freeman and Rydzewski will be completed on the dates commenced, and that Messrs. Freeman and Rydzewski will be free to take their previously scheduled trips as long as the depositions are completed by or before January 5, 1998. 6. Emeritus and Defendants agree that the times, dates and places noticed for the depositions of Messrs. Booty and Davidson are subject to change, and that Emeritus will accommodate the needs of the witnesses, counsel for the Defendants, and counsel for the witnesses as long as the depositions are completed by on or before January 5, 1998. 7. Emeritus will notify Defendants of the identity of the last person sought to be deposed by Emeritus by not later than December 19, 1997, after Emeritus has had an opportunity to review the documents produced by Defendants on December 16, 1997. Upon the identification of that individual, Defendants will use best efforts to produce that individual for deposition by on or before January 5, 1998. 8. Defendants agree to use best efforts, including requesting brokers and others in possession of relevant information, to preserve documents and records reflecting the identity of shareholders of ARV as of November 14, 1997 and December 1, 1997. 3 4 9. The parties agree that any papers filed in support of, in opposition to, or in reply to any motion for a preliminary injunction by Emeritus to be heard on January 22, 1998, shall be personally served on the day of filing to counsel for the opposite side at said counsel's offices in Orange County. DATED: December 11, 1997 GIBSON, DUNN & CRUTCHER LLP WAYNE W. SMITH JOSEPH P. BUSCH, III RAFFAELE G. FAZIO DAVIS POLK & WARDWELL MICHAEL P. CARROLL JAMES H. R. WINDELS By: /s/ RAFFAELE G. FAZIO ------------------------------------- Raffaele G. Fazio Attorneys for Plaintiff EMERITUS CORPORATION DATED: December 11, 1997 LATHAM & WATKINS H. STEVEN WILSON R. BRIAN TIMMONS By: /s/ R. BRIAN TIMMONS ------------------------------------- R. Brian Timmons Attorneys for Defendants ARV ASSISTED LIVING, INC., DAVID P. COLLINS, JOHN A. BOOTY, R. BRUCE ANDREWS, JAMES M. PETERS, MAURICE J. DeWALD, JOHN J. RYDZEWSKI, ROBERT P. FREEMAN, KENNETH M. JACOBS, MURRY N. GUNTY, and HOWARD G. PHANSTIEL 4 5 DECLARATION OF SERVICE BY FACSIMILE I, Tara L. Hill, declare as follows: I am employed in the County of Orange, State of California; I am over the age of eighteen years and am not a party to this action; my business address is 4 Park Plaza, Irvine, California 92614, in said County and State; I am readily familiar with Gibson, Dunn & Crutcher LLP's practice in its above-described Irvine office for telecopying documents; pursuant to that practice, documents to be telecopied are placed for collection at a designated location during designated hours and are telecopied that same day in the ordinary course of business; on the 12th day of December, 1997, I caused to be telecopied the attached: STIPULATION PURSUANT TO SECTION 2021 OF THE CODE OF CIVIL PROCEDURE MODIFYING DISCOVERY PROCEDURES by telecopying a copy to each of the persons named below at the address and telecopier number shown on: SEE ATTACHED SERVICE LIST William J. Cernius R. Brian Timmons LATHAM & WATKINS 650 Town Center Drive, 20th Floor Costa Mesa, CA 92626 (714) 540-1235 (714) 755-8290 Facsimile I declare under penalty of perjury that the foregoing is true and correct and that this Declaration was executed on this 12th day of December, 1997, at Irvine, California. /s/ TARA L. HILL ----------------------------- Tara L. Hill