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,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors. Ref. Docket No. 1601 CERTIFICATION OF COUNSEL WITH RESPECT TO THE PROPOSED ORDER REGARDING REORGANIZED DEBTORS SECOND (2ND) NOTICE OF CLAIMS AND/OR SCHEDULED AMOUNTS PREVIOUSLY SATISFIED On March 6, 2012, Perkins & Marie Callenders, LLC and its affiliated Reorganized Debtors,2 by and through their undersigned counsel, filed with this Court the Reorganized Debtors Second (2ND) Notice of Claims and/or Scheduled Amounts Previously Satisfied [Docket No. 1601] (the Notice).3 Pursuant to the Notice, the Reorganized Debtors provided certain claimants and parties in interest in these chapter 11 cases notice that the Reorganized Debtors have identified certain claims (i.e., the Satisfied Claims) and scheduled amounts (i.e., the Satisfied Scheduled Amounts) that the Reorganized Debtors believe have been fully satisfied, and certain claims (i.e., the Partially Satisfied Claims) that the Reorganized Debtors believe have been partially satisfied, by payments or settlements made (or otherwise through a waiver or release) after the Petition
The Debtors, together with the last four digits of each Debtors federal tax identification number, are: Perkins & Marie Callenders Inc. (4388); Perkins & Marie Callenders Holding Inc. (3999); Perkins & Marie Callenders Realty LLC (N/A); Perkins Finance Corp. (0081); Wilshire Restaurant Group LLC (0938); PMCI Promotions LLC (7308); Marie Callender Pie Shops, Inc. (7414); Marie Callender Wholesalers, Inc. (1978); MACAL Investors, Inc. (4225); MCID, Inc. (2015); Wilshire Beverage, Inc. (5887); and FIV Corp. (3448). The mailing address for the Debtors is 6075 Poplar Avenue, Suite 800, Memphis, TN 38119. Reorganized Debtors and Debtors shall have the meaning ascribed to such terms in the Debtors Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (including all exhibits thereto and as may be amended, modified, or supplemented from time to time, and as supplemented by the Plan Supplement). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Notice.
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01:11909523.1
Date. Among other things, the Notice provided that: (a) absent a timely filed Response, the Reorganized Debtors, through Omni, intend to designate the Satisfied Claims, the Partially Satisfied Claims, and the Satisfied Scheduled Amounts on the Claims Register as having been previously satisfied in full or in part, as applicable, so that the Reorganized Debtors records are accurate for purposes of making distributions under the Plan; and (b) after the Response Deadline (as defined below), the Reorganized Debtors intend to seek an order of the Court, in substantially the form attached as Exhibit D to the Notice (the Proposed Order), under certification of counsel or otherwise, providing that (i) no other or further payments or distributions under the Plan are required to be made by the Reorganized Debtors or the Debtors and their Estates on account of (x) the Satisfied Claims and the Satisfied Scheduled Amounts and (y) that portion of the Partially Satisfied Claims that has been satisfied and (ii) the Partially Satisfied Claims shall be modified by reducing or fixing the amounts of such Partially Satisfied Claims to the dollar values listed under the column titled Modified Claim
Amount/Classification on Exhibit B to the Notice. Any party disputing the Reorganized Debtors position that a particular Satisfied Claim, Partially Satisfied Claim, or Satisfied Scheduled Amount has been satisfied in full or in part, as applicable, was required to file a Response with the Court, and at the same time serve such Response on the undersigned counsel to the Reorganized Debtors, on or before March 20, 2012 at 4:00 p.m. (ET) (the Response Deadline). Prior to the Response Deadline, the
following parties (collectively, the Respondents, and together with the Reorganized Debtors, the Parties) filed a response to, or contacted the Reorganized Debtors with an informal response regarding, the Notice (collectively, the Responses): (a) KAUS Radio 99.9 FM 1480 AM (KAUS); (b) Three Eagles of Lincoln Inc. (TELI); (c) Northern States Power Co., a
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01:11909523.1
Wisconsin corporation, d/b/a Xcel Energy [informal]; (d) Kissimmee Utility Authority [informal]; (e) PECO Energy Company [informal]; and (f) ABC Holdings Company Inc., d/b/a KABC-TV [informal]. Since the Reorganized Debtors receipt of the Responses, the Reorganized Debtors have worked with the Respondents in an effort to the resolve the Responses, and have done so through (i) certain modifications to the Proposed Order and the exhibits thereto (together, the Exhibits) and (ii) confirmation from KAUS and TELI that their Responses are to be considered resolved. In light of the foregoing, attached hereto as Exhibit 1 is a revised Proposed Order (the Revised Proposed Order), together with the revised Exhibits.4 The Reorganized Debtors believe that notice of the relief requested in the Notice and the Revised Proposed Order was appropriate and sufficient under the circumstances. The Reorganized Debtors submit that the Revised Proposed Order is appropriate and consistent with the Notice and the procedures provided for therein, and that entry of the Revised Proposed Order is in the best interests of the Reorganized Debtors and the Debtors, their estates and creditors. consented to the entry of the Revised Proposed Order. Remainder of page intentionally left blank The Respondents have
For ease of reference, attached hereto as Exhibit 2 is a copy of the Revised Proposed Order marked against the Proposed Order (the Blackline). The Blackline does not include a marked copy of the Exhibits, but the Exhibits have been revised consistent with the Parties related discussions.
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01:11909523.1
Accordingly, the Reorganized Debtors respectfully request the Court to enter the Revised Proposed Order, attached hereto as Exhibit 1, without further notice or a hearing. Dated: April 5, 2012 Wilmington, DE YOUNG CONAWAY STARGATT & TAYLOR, LLP By: /s/ Robert F. Poppiti, Jr. Robert S. Brady (No. 2847) Robert F. Poppiti, Jr. (No. 5052) Rodney Square, 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 - AND TROUTMAN SANDERS LLP Mitchel H. Perkiel Brett D. Goodman The Chrysler Building, 405 Lexington Avenue New York, NY 10174 Telephone: (212) 704-6000 Facsimile: (212) 704-6288 COUNSEL FOR THE REORGANIZED DEBTORS
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01:11909523.1
01:11909523.1
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDERS INC.,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors. Ref. Docket Nos. 1601 and ______
ORDER REGARDING REORGANIZED DEBTORS SECOND (2ND) NOTICE OF CLAIMS AND/OR SCHEDULED AMOUNTS PREVIOUSLY SATISFIED Upon consideration of the (i) Reorganized Debtors Second (2ND) Notice of Claims and/or Scheduled Amounts Previously Satisfied [Docket No. 1601] (the Notice)2 and (ii) Certification of Counsel With Respect to the Proposed Order Regarding Reorganized Debtors Second (2ND) Notice of Claims and/or Scheduled Amounts Previously Satisfied, each filed by the Reorganized Debtors; and it appearing that, under the circumstances, due and sufficient notice of the Notice, including the procedures provided for and the relief sought therein, has been given; and after due deliberation and upon the Courts determination that the procedures provided for and the relief sought in the Notice is in the best interests of the Reorganized Debtors and the Debtors, their Estates and creditors and other parties in interest; and with sufficient cause appearing for the procedures provided for and the relief sought in the Notice, it is hereby ORDERED, ADJUDGED AND DECREED that:
The Debtors, together with the last four digits of each Debtors federal tax identification number, are: Perkins & Marie Callenders Inc. (4388); Perkins & Marie Callenders Holding Inc. (3999); Perkins & Marie Callenders Realty LLC (N/A); Perkins Finance Corp. (0081); Wilshire Restaurant Group LLC (0938); PMCI Promotions LLC (7308); Marie Callender Pie Shops, Inc. (7414); Marie Callender Wholesalers, Inc. (1978); MACAL Investors, Inc. (4225); MCID, Inc. (2015); Wilshire Beverage, Inc. (5887); and FIV Corp. (3448). The mailing address for the Debtors is 6075 Poplar Avenue, Suite 800, Memphis, TN 38119. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Notice.
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01:11825478.3
1.
With respect to the Satisfied Claims identified on Exhibit A attached hereto and
the Satisfied Scheduled Amounts identified on Exhibit C attached hereto, the relief sought in the Notice is granted and no other or further payments or distributions under the Plan are required to be made by the Reorganized Debtors or the Debtors and their Estates on account of such Satisfied Claims and Satisfied Scheduled Amounts. 2. With respect to the Partially Satisfied Claims identified on Exhibit B attached
hereto, the relief sought in the Notice is granted and (i) no other or further payments or distributions under the Plan are required to be made by the Reorganized Debtors or the Debtors and their Estates on account of that portion of such Partially Satisfied Claims that has been satisfied and (ii) such Partially Satisfied Claims shall be modified by reducing or fixing the amounts of such Partially Satisfied Claims to the dollar values listed under the column titled Modified Claim Amount/Classification on Exhibit B attached hereto. 3. The Notice shall be deemed to be withdrawn without prejudice solely as it
pertains to: (i) Claim Number 33 of Northern States Power Co., a Wisconsin corporation, d/b/a Xcel Energy; (ii) Claim Number 1459 of Kissimmee Utility Authority; (iii) Claim Number 1173 of PECO Energy Company; and (iv) Claim Number 1162 of ABC Holdings Company Inc., d/b/a KABC-TV. 4. The claims agent in the Chapter 11 Cases, Omni Management Group, LLC, is
hereby authorized and empowered to amend the Claims Register as necessary to comport with the entry of this Order. 5. The Reorganized Debtors and the Debtors and their Estates are authorized and
empowered to take any and all necessary steps to carryout and otherwise effectuate the terms of this Order.
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01:11825478.3
6.
Any and all rights of the Reorganized Debtors and the Debtors and their Estates to
amend, supplement or otherwise modify the Notice and the Schedules and to file additional notices in the nature of the Notice with respect to any and all (i) claims filed in these Chapter 11 Cases, including, without limitation, any and all of the Satisfied Claims and the Partially Satisfied Claims, and (ii) amounts scheduled against the Debtors Estates in the Schedules, including, without limitation, any and all of the Satisfied Scheduled Amounts, shall be reserved. Any and all rights, claims and defenses of the Reorganized Debtors and the Debtors and their Estates with respect to any and all of the Satisfied Claims, the Partially Satisfied Claims and the Satisfied Scheduled Amounts shall be reserved, and nothing included in or omitted from the Notice shall impair, prejudice, waive or otherwise affect any such rights, claims and defenses. 7. This Court shall retain jurisdiction over any and all affected parties with respect to
any and all matters, claims or rights arising from or related to the implementation or interpretation of this Order. Dated: Wilmington, Delaware April ____, 2012
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01:11825478.3
01:11825478.3
201203051421
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) SATISFIED CLAIMS
Claimant Reason
1545 $10,687.05 $10,687.05 UNS No Amt Given** 503(b)(9) 11-11795
MEMPHIS, TN 38117
Based on a review of the Debtors' books and records, the claim was satisfied in full pursuant to check number 1253726 in the amount of $29,321.53 dated 1/04/2011. This amount represented payment by the Debtors of the Cure Amount associated with the Debtors' assumption, pursuant to the Plan and the Confirmation Order, of an executory contract or unexpired lease to which the claimant was a counterparty, and fully satisfied the claim.
2193
$5,644.65
UNS
11-11795
AURORA, CO 80012
Based on a review of the Debtors' books and records, the claim was satisfied in full on 12/06/2011 through check number 1250532 in the amount of $2,713.71. This amount represented payment by the Debtors of the Cure Amount associated with the Debtors' assumption, pursuant to the Plan and Confirmation Order, of an executory contract or unexpired lease to which the claimant was a counterparty, and fully satisfied the claim.
2194
$2,128.32
UNS
11-11795
Based on a review of the Debtors' books and records, the claim was satisfied in full on 12/06/2011 through check number 1250532 in the amount of $2,713.71. This amount represented payment by the Debtors of the Cure Amount associated with the Debtors' assumption, pursuant to the Plan and Confirmation Order, of an executory contract or unexpired lease to which the claimant was a counterparty, and fully satisfied the claim.
11-11795
BEXAR COUNTY
2168
$55,730.89
SEC
Based on a review of the Debtors' books and records, the claim was satisfied in full on 1/13/2012 pursuant to check numbers 243792, 243795, 243796 and 243797.
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 1 of 4
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) SATISFIED CLAIMS
Claimant Reason
5
$6,465.47
CITY AND COUNTY OF DENVER / TREASURY ATTN: KAREN KATROS, BANKRUPTCY ANALYST $7,151.51
2272
$7,151.51
11-11795
Based on a review of the supporting documentation filed with the claim, this claim is for various postpetition tax assessments. Based on a review of the Debtors books and records, the claim was satisfied pursuant to an agreement with the Denver tax auditor via check number 1253982 in the amount of $2,536.70.
196
$7,296.00
UNS
11-11795
Based on a review of the Debtors' books and records, the claim was satisfied in full on 8/03/2012.
2195
$16,584.10
PRI
11-11801
ATTN: AMY E. EVERSON P.O. BOX 942879 SACRAMENTO, CA 94279-0055 2196 $498.00 PRI 11-11806
Based on a review of the Debtors books and records, this claim was satisfied in full on 2/10/2012 pursuant to check number 245371.
ATTN: AMY E. EVERSON P.O. BOX 942879 SACRAMENTO, CA 94279-0055 2197 $283.00 PRI
Based on a review of the Debtors books and records, this claim was satisfied in full on 2/10/2012 pursuant to check number 245371.
11-11802
Based on a review of the Debtors books and records, this claim was satisfied in full on 2/10/2012 pursuant to check number 245371.
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 2 of 4
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) SATISFIED CLAIMS
Claimant Reason
10
2176
$2,576.76
SEC
11-11801
Based on a review of the Debtors' books and records, the claim was satisfied in full on 1/25/2012 pursuant to check number 244329.
11
2177
$2,002.41
SEC
11-11805
Based on a review of the Debtors' books and records, the claim was satisfied in full on 1/25/2012 pursuant to check number 244328.
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 3 of 4
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) SATISFIED CLAIMS
Claimant Reason
201203051421
Debtor Case Number Legend 11-11795 (795) PERKINS & MARIE CALLENDERS INC. 11-11796 (796) PERKINS & MARIE CALLENDER'S HOLDING INC. 11-11797 (797) PERKINS & MARIE CALLENDER'S REALTY LLC
11-11798 (798)
11-11801 (801)
11-11804 (804)
MCID, INC.
00-00000 (000)
ADM
Administrative Claim
Page 4 of 4
01:11825478.3
201204040953
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) PARTIALLY SATISFIED CLAIMS
Claimant Reason
16 $1,184.58 UNS 11-11795 $841.58 UNS
ACE ELECTRIC
PO BOX 557
Based on a review of the Debtors' books and records, $343.00 of the claim was paid on 7/12/11.
ACOSTA LANDSCAPE
1201
$2,565.00
UNS
11-11801
$2,035.00 UNS
Based on a review of the Debtors' books and records, $530.00 of the claim was paid on 8/31/2011.
VENTURA, CA 93002
318
$979.33
UNS
11-11801
$359.11 UNS
ORANGE, CA 92865
Based on a review of the Debtors' books and records, $620.22 of the claim was satisfied as follows: $179.55 was paid on 07/22/2011; $262.76 was paid on 07/27/2011; and $177.91 was paid on 08/10/2011.
997
$1,688.33
UNS
11-11801
$584.49 UNS
$584.49
Based on a review of the Debtors' books and records, $1,103.84 of the claim was satisfied as follows: $609.00 was paid on 12/15/2010; $220.00 was paid on 3/16/2011; and $274.84 was paid on 9/2/2011.
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 1 of 15
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) PARTIALLY SATISFIED CLAIMS
Claimant Reason
ALPINE CLEANING & RESTORATION 3323 35TH AVE SW, UNIT 5 $1,343.42 $623.08
584
$1,343.42
UNS
11-11795
$623.08 UNS
Based on a review of the Debtors' books and records, $720.34 of the claim was satisfied as follows: $351.62 was paid on 7/20/2011; and $368.72 was paid on 8/10/2011.
163
$1,360.77
UNS
11-11795
$228.37 UNS
AMES, IA 50010
Based on a review of the Debtors' books and records, $1,132.40 of the claim was satisfied as follows: $812.80 was paid on 7/06/2011; and $319.60 was paid on 8/10/2011.
52
$2,698.21
UNS
11-11795
$2,209.42 UNS
Based on a review of the Debtors books and records, $488.79 of the claim was paid on 7/22/2011.
MINNEAPOLIS, MN 55408
194
$669.77
UNS
11-11795
$654.98 UNS
Based on a review of the Debtors books and records, $14.79 of the claim was paid on 7/21/2011.
DALLAS, TX 75265-0205
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 2 of 15
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) PARTIALLY SATISFIED CLAIMS
Claimant Reason
230
$567.84
UNS
11-11795
$332.65 UNS
Based on a review of the Debtors books and records, $235.19 of the claim was satisfied as follows: $12.44 of the claim was paid on 8/16/2011; and $222.75 was paid on 3/1/2011.
10
2181
$1,324.39
PRI
11-11795
$662.19 PRI
Based on a review of the Debtors' books and records, $662.20 of the claim was paid on 12/20/2011.
11
Based on a review of the Debtors' books and records, $1,404.36 of the claim was paid on 06/27/2011.
12
1793
BOTTLING GROUP, LLC D/B/A PEPSI BEVERAGES CO. C/O FRANK/GECKER LLP
$425.18 $2,365.44
PRI
11-11801
UNS
Based on a review of the Debtors' books and records, the valid 503(b)(9) portion of the claim, $425.18, was paid on 8/24/11.
CHICAGO, IL 60654
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 3 of 15
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) PARTIALLY SATISFIED CLAIMS
Claimant Reason
13
235
$936.00
UNS
11-11795
$180.00 UNS
Based on a review of the Debtors' books and records, $756.00 of the claim was paid on 07/29/2011.
14
570
$1,063.37
UNS
11-11801
$985.45 UNS
Based on a review of the Debtors' books and records, $77.92 of the claim was paid on 07/20/2011.
15
899
$235.47
UNS
11-11795
$182.12 UNS
Based on a review of the Debtors' books and records, $53.45 of the claim was paid on 8/05/11.
ML347-200
CINCINNATI, OH 45202
16
CINTAS CORPORATION
1272
$2,969.68
UNS
11-11795
$2,894.68 UNS
Based on a review of the Debtors books and records, $75.00 of the claim was satisfied as follows: $25.00 was paid on 6/1/11; $25.00 was paid on 6/8/11; and $25.00 was paid on 6/22/11.
CINCINNATI, OH 45202
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 4 of 15
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) PARTIALLY SATISFIED CLAIMS
Claimant Reason
17
No Amt Given**
CITY AND COUNTY OF DENVER / TREASURY 2210 ATTN: KAREN KATROS, BANKRUPTCY ANALYST $10,212.93 $2,104.94
$10,212.93
PRI SEC
11-11795
Based on a review of the supporting documentation filed with the claim, this claim is for various postpetition tax assessments. Based on a review of the Debtors books and records, $8,107.99 of the claim relating to Sales Tax, Use Tax and Occupational Ta
18
398
$1,382.16
UNS
11-11795
$1,184.70 UNS
Based on a review of the Debtors' books and records, $197.46 of the claim was paid on 07/29/2011.
1693
$573.68
503(b)(9)
11-11801
Based on a review of the Debtors books and records, the valid 503(b)(9) portion of the claim, $573.68, was satisfied on 7/1/2011.
92 UNION AVENUE
CRESSKILL, NJ 07626
20
1723
$138.00
503(b)(9)
11-11795
$645.50
UNS
92 UNION AVENUE
Based on a review of the Debtors' books and records, the valid 503(b)(9) portion of the claim, $162.50, was satisfied as follows: $90.00 was paid on 7/22/2011; and $72.50 was paid on 8/05/2011.
CRESSKILL, NJ 07626
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 5 of 15
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) PARTIALLY SATISFIED CLAIMS
Claimant Reason
21
500
$1,105.15
UNS
11-11795
$735.09 UNS
Based on a review of the Debtors' books and records, $370.22 of the claim was paid on 07/28/2011.
22
1940
$762.81
UNS
11-11795
$672.97 UNS
51 S. 14TH STREET
Based on a review of the Debtors' books and records, $89.84 of the claim was paid on 08/08/2011.
QUAKERTOWN, PA 18951
379
$185.00
503(b)(9)
11-11801
Based on a review of the Debtors books and records, $108.00 of this claim was paid on 7/26/2011.
EUGENE, OR 97401
24
707
$21,734.23
UNS
11-11795
$21,294.84 UNS
4300 220TH ST W
Based on a review of the Debtors books and records, $439.39 of the claim was satisfied on 7/21/2011.
FARMINGTON, MN 55024
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 6 of 15
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) PARTIALLY SATISFIED CLAIMS
Claimant Reason
25
77
$3,385.00
UNS
11-11795
$3,085.00 UNS
PEORIA, IL 61604
Based on a review of the Debtors' books and records, $300.00 of the claim was paid on 7/15/11.
26
516
$106,838.21
UNS
11-11795
$87,017.03 UNS
CINCINNATI, OH 45201
Based on a review of the Debtors books and records, $19,821.18 of the claim was satisfied as follows: $19,617.86 was paid on 07/26/2011; and $203.32 was paid on 07/11/2011.
2157
$4,728.18
PRI
11-11795
Based on a review of the Debtors books and records, $4,728.18 of the claim was paid on 12/16/2011.
TIMONIUM, MD 21094
28
EVERSOFT
904
$2,221.05
UNS
11-11801
$2,067.01 UNS
Based on a review of the Debtors' books and records, $154.04 of the claim was paid on 08/08/2011.
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 7 of 15
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) PARTIALLY SATISFIED CLAIMS
Claimant Reason
29
FIRE KING SECURITY PROD. LLC ATTN: CONSTANCE THOMAS $526.11 $385.37
243
$526.11
UNS
11-11795
$385.37 UNS
Based on a review of the Debtors' books and records, $140.74 of the claim was paid on 07/20/2011.
30
743
$1,457.33
UNS
11-11795
$838.41 UNS
Based on a review of the Debtors books and records, $618.92 of the claim was paid on 8/26/2011.
PEORIA, IL 61607-2093
31
393
$248.25
UNS
11-11795
$165.85 UNS
Based on a review of the Debtors' books and records, $82.40 of the claim was paid on 08/17/2011.
AMES, IA 50011
32
1680
$2,754.00
UNS
11-11795
$2,203.00 UNS
Based on a review of the Debtors books and records, $550.80 of the claim was paid on 8/12/2011.
AUSTIN, MN 55912
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 8 of 15
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) PARTIALLY SATISFIED CLAIMS
Claimant Reason
33
LEGACY CARPET CLEANING OF KANSAS, LLC 6115 WESTGATE ST. $1,980.00 $1,610.00
130
$1,980.00
UNS
11-11795
$1,610.00 UNS
SHAWNEE, KS 66216
Based on a review of the Debtors' books and records, $370.00 of the claim was satisfied as follows: $185.00 was paid on 7/29/11; and $185.00 was paid on 8/24/11.
34
LOS ANGELES COUNTY TREASURER AND TAX COLLECTOR ATTN: MANLING KUO $1,423.75 $83.50
2175
$1,423.75
SEC
11-11801
$83.50 SEC
Based on a review of the Debtors books and records, $1,340.25 of the claim was paid on 10/14/2011.
35
MARK MATHIE
126
$390.00
UNS
11-11795
$270.00 UNS
Based on a review of the Debtors' books and records, $120.00 of the claim was paid on 8/5/11.
WAUSAU, WI 54402
36
686
$2,025.00
UNS
11-11801
$1,350.00 UNS
Based on a review of the Debtors' books and records, $675.00 of the claim was paid on 08/01/2011. $1,350.00
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 9 of 15
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) PARTIALLY SATISFIED CLAIMS
Claimant Reason
37
$11,147.84 $11,147.84 UNS
401
$412.49
503(b)(9) UNS
11-11795
$0.00 503(b)(9)
Based on a review of the Debtors' books and records, $412.49 of the claim was paid on 07/01/2011.
38
1990
$2,724.54
UNS
11-11801
$2,216.74 UNS
Based on a review of the Debtors' books and records, $507.80 of the claim was paid on 08/10/2011.
39
873
$2,778.04
UNS
11-11795
$2,138.90 UNS
405 COUNTY RD E W
Based on review of the Debtors' books and records, $639.14 of the claim was satisfied as follows: $310.64 was paid on 7/27/2011; and $328.50 was paid on 8/3/2011.
40
PIPE MAINTENANCE
557
$560.00
UNS
11-11801
$220.00 UNS
Based on a review of the Debtors books and records, $340.00 of the claim was satisfied as follows: $120.00 was paid on 7/20/2011; and $220.00 was paid on 7/27/2011.
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 10 of 15
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) PARTIALLY SATISFIED CLAIMS
Claimant Reason
41
964
$19,842.15
UNS
11-11795
$16,591.94 UNS
Based on a review of the Debtors books and records, $3,250.21 of the claim was satisfied as follows: $3,127.47 was paid on 7/11/2011; and $122.74 was paid on 7/1/2011.
42
STAPLES INC.
218
$1,195.43
UNS
11-11795
$972.99 UNS
Based on a review of the Debtors' books and records, $222.44 of the claim was paid on 7/18/11.
FRAMINGHAM, MA 01702
43
2002
$257.23
UNS
11-11801
$45.00 UNS
Based on a review of the Debtors' books and records, $212.23 of the claim was paid on 7/22/2011.
44
2004
$318.29
UNS
11-11795
$170.00 UNS
Based on a review of the Debtors books and records, $148.29 of the claim was paid on 7/28/2011.
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 11 of 15
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) PARTIALLY SATISFIED CLAIMS
Claimant Reason
45
TANNOR PARTNERS CREDIT FUND, LP AS ASSIGNEE OF CITY OF SCHOFIELD SEWER AND WATER ATTN: ROBERT TANNOR 150 GRAND STREET, SUITE 401 $1,815.43 $1,664.14
1522
$1,815.43
UNS
11-11795
$1,664.14 UNS
Based on a review of the Debtors' books and records, $151.29 of the claim was for services provided post-petition and was paid on 7/27/2011.
46
TECHNO-CONCEPTS CORPORATION
94
$5,975.00
UNS
11-11795
$4,275.00 UNS
Based on a review of the Debtors books and records, $1,700.00 of the claim was paid on 8/5/2011.
47
2188
$20,602.56
PRI
11-11795
$19,998.00 PRI
$458.71
UNS
$0.00 UNS
$19,998.00
Based on a review of the Debtors' books and records, $1,063.27 of the claim, including the unsecured portion of the claim, was paid on 11/29/2011.
NASHVILLE, TN 37202-0207
48
284
$775.00
UNS
11-11795
$590.00 UNS
Based on a review of the Debtors books and records, $185.00 of the claim was paid on 07/28/2011.
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 12 of 15
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) PARTIALLY SATISFIED CLAIMS
Claimant Reason
49
1663
$5,841.20
UNS
11-11795
$5,222.40 UNS
Based on a review of the Debtors' books and records, $618.80 of the claim was for services provided post-petition and was paid on 08/11/2011.
50
79
$790.86
UNS
11-11795
$527.24 UNS
Based on a review of the Debtors' books and records, $263.62 of the claim was paid on 7/22/11.
51
80
$1,070.83
UNS
11-11795
$600.00 UNS
Based on a review of the Debtors' books and records, $470.83 of the claim was satisfied as follows: $170.83 was paid on 7/20/11; and $300.00 was paid on 7/27/11.
52
13
$1,713.31
503(b)(9)
11-11795
$503.30
UNS
WAUKEGAN, IL 60085
Based on a review of the Debtors books and records, $1,904.14 of the claim was satisfied as follows: $1,713.31 of the claim was paid on 7/8/2011; and $190.83 of the claim was paid on 7/1/2011.
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 13 of 15
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) PARTIALLY SATISFIED CLAIMS
Claimant Reason
53
1027
$30,580.79
503(b)(9)
11-11801
$28,596.55 503(b)(9)
Based on a review of the Debtors' books and records, $992.12 of the claim was paid on 07/27/2011.
54
268
$2,079.36
UNS
11-11795
$1,793.50 UNS
Based on a review of the Debtors' books and records, $285.86 of the claim was paid on 07/27/2011.
933
$126.12
503(b)(9)
11-11795
Based on a review of the Debtors' books and records, $63.06 of the claim was paid on 8/03/2011.
56
1727
$200.00
UNS
11-11801
$100.00 UNS
Based on a review of the Debtors books and records, $100.00 of the claim was paid on 8/25/2011.
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 14 of 15
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) PARTIALLY SATISFIED CLAIMS
Claimant Reason
201204040953
Debtor Case Number Legend 11-11795 (795) PERKINS & MARIE CALLENDERS INC. 11-11796 (796) PERKINS & MARIE CALLENDER'S HOLDING INC. 11-11797 (797) PERKINS & MARIE CALLENDER'S REALTY LLC
11-11798 (798)
11-11801 (801)
11-11804 (804)
MCID, INC.
00-00000 (000)
ADM
Administrative Claim
Page 15 of 15
01:11825478.3
201203051424
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) SATISFIED SCHEDULED AMOUNTS
EMPIRE DISTRICT
Based on a review of the Debtors books and records, the scheduled amount was satisfied by application of the deposit held by the utility provider.
57821
$2,500.00
11-11795
Based on a review of the Debtors' books and records, the scheduled amount was paid by a third party franchisee and subsequently reimbursed by the Debtors pursuant to check number 44770 on 12/21/2011.
RAINSWEET, INC.
53434
$28,414.20
11-11801
Based on a review of the Debtors' books and records, the scheduled amount was satisfied in full on 08/05/2011.
SALEM, OR 97303
Page 1 of 4
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) SATISFIED SCHEDULED AMOUNTS
57720
$2,221.36
11-11795
Based on a review of the Debtors' books and records, the scheduled amount was satisfied in full on 01/06/2012.
PHILADELPHIA, PA 19116-3501
WBME-TV
57871
$1,330.25
11-11795
CHICAGO, IL 60694-9900
Based on a review of the Debtors' books and records, the scheduled amount was paid by a third party franchisee and subsequently reimbursed by the Debtors pursuant to check number 44770 on 12/21/2011.
WCGV
57872
$1,542.75
11-11795
MILWAUKEE, WI 53216
Based on a review of the Debtors' books and records, the scheduled amount was paid by a third party franchisee and subsequently reimbursed by the Debtors pursuant to check number 44770 on 12/21/2011.
WDJT - TV
57873
$4,458.25
11-11795
CHICAGO, IL 60694-9900
Based on a review of the Debtors' books and records, the scheduled amount was paid by a third party franchisee and subsequently reimbursed by the Debtors pursuant to check number 44770 on 12/21/2011.
Page 2 of 4
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) SATISFIED SCHEDULED AMOUNTS
57878
$6,906.25
11-11795
Based on a review of the Debtors' books and records, the scheduled amount was paid by a third party franchisee and subsequently reimbursed by the Debtors pursuant to check number 44770 on 12/21/2011.
WITI - TV
57879
$10,081.00
11-11795
CHICAGO, IL 60677-3006
Based on a review of the Debtors' books and records, the scheduled amount was paid by a third party franchisee and subsequently reimbursed by the Debtors pursuant to check number 44770 on 12/21/2011.
10
WVTV MILWAUKEE
57889
$1,530.00
11-11795
MILWAUKEE, WI 53216
Based on a review of the Debtors' books and records, the scheduled amount was paid by a third party franchisee and subsequently reimbursed by the Debtors pursuant to check number 44770 on 12/21/2011.
Page 3 of 4
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) SATISFIED SCHEDULED AMOUNTS
201203051424
Debtor Case Number Legend 11-11795 (795) PERKINS & MARIE CALLENDERS INC. 11-11796 (796) PERKINS & MARIE CALLENDER'S HOLDING INC. 11-11797 (797) PERKINS & MARIE CALLENDER'S REALTY LLC
11-11798 (798)
11-11801 (801)
11-11802 (802)
11-11803 (803)
11-11804 (804)
MCID, INC.
11-11805 (805)
11-11806 (806)
FIV CORP.
Page 4 of 4
EXHIBIT 2 Blackline
01:11909523.1
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDERS INC.,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors. Ref. Docket No.Nos. 1601 and ______
ORDER REGARDING REORGANIZED DEBTORS SECOND (2ND) NOTICE OF CLAIMS AND/OR SCHEDULED AMOUNTS PREVIOUSLY SATISFIED Upon consideration of the (i) Reorganized Debtors Second (2ND) Notice of Claims and/or Scheduled Amounts Previously Satisfied [Docket No. __1601] (the Notice)2 and (ii) Certification of Counsel With Respect to the Proposed Order Regarding Reorganized Debtors Second (2ND) Notice of Claims and/or Scheduled Amounts Previously Satisfied, each filed by the Reorganized Debtors; and it appearing that, under the circumstances, due and sufficient notice of the Notice, including the procedures provided for and the relief sought therein, has been given; and after due deliberation and upon the Courts determination that the procedures provided for and the relief sought in the Notice is in the best interests of the Reorganized Debtors and the Debtors, their Estates and creditors and other parties in interest; and with sufficient cause appearing for the procedures provided for and the relief sought in the Notice, it is hereby ORDERED, ADJUDGED AND DECREED that: 1. With respect to the Satisfied Claims identified on Exhibit A attached hereto and
the Satisfied Scheduled Amounts identified on Exhibit C attached hereto, the relief sought in the
1
The Debtors, together with the last four digits of each Debtors federal tax identification number, are: Perkins & Marie Callenders Inc. (4388); Perkins & Marie Callenders Holding Inc. (3999); Perkins & Marie Callenders Realty LLC (N/A); Perkins Finance Corp. (0081); Wilshire Restaurant Group LLC (0938); PMCI Promotions LLC (7308); Marie Callender Pie Shops, Inc. (7414); Marie Callender Wholesalers, Inc. (1978); MACAL Investors, Inc. (4225); MCID, Inc. (2015); Wilshire Beverage, Inc. (5887); and FIV Corp. (3448). The mailing address for the Debtors is 6075 Poplar Avenue, Suite 800, Memphis, TN 38119. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Notice.
01:11825478.211825478.3
Notice is granted and no other or further payments or distributions under the Plan are required to be made by the Reorganized Debtors or the Debtors and their Estates on account of such Satisfied Claims and Satisfied Scheduled Amounts. 2. With respect to the Partially Satisfied Claims identified on Exhibit B attached
hereto, the relief sought in the Notice is granted and (i) no other or further payments or distributions under the Plan are required to be made by the Reorganized Debtors or the Debtors and their Estates on account of that portion of such Partially Satisfied Claims that has been satisfied and (ii) such Partially Satisfied Claims shall be modified by reducing or fixing the amounts of such Partially Satisfied Claims to the dollar values listed under the column titled Modified Claim Amount/Classification on Exhibit B attached hereto. 3. The Notice shall be deemed to be withdrawn without prejudice solely as it
pertains to: (i) Claim Number 33 of Northern States Power Co., a Wisconsin corporation, d/b/a Xcel Energy; (ii) Claim Number 1459 of Kissimmee Utility Authority; (iii) Claim Number 1173 of PECO Energy Company; and (iv) Claim Number 1162 of ABC Holdings Company Inc., d/b/a KABC-TV. 4. 3. The claims agent in the Chapter 11 Cases, Omni Management Group, LLC, is
hereby authorized and empowered to amend the Claims Register as necessary to comport with the entry of this Order. 5. 4. The Reorganized Debtors and the Debtors and their Estates are authorized and
empowered to take any and all necessary steps to carryout and otherwise effectuate the terms of this Order. 6. 5. Any and all rights of the Reorganized Debtors and the Debtors and their Estates
to amend, supplement or otherwise modify the Notice and the Schedules and to file additional
2
01:11825478.211825478.3
notices in the nature of the Notice with respect to any and all (i) claims filed in these Chapter 11 Cases, including, without limitation, any and all of the Satisfied Claims and the Partially Satisfied Claims, and (ii) amounts scheduled against the Debtors Estates in the Schedules, including, without limitation, any and all of the Satisfied Scheduled Amounts, shall be reserved. Any and all rights, claims and defenses of the Reorganized Debtors and the Debtors and their Estates with respect to any and all of the Satisfied Claims, the Partially Satisfied Claims and the Satisfied Scheduled Amounts shall be reserved, and nothing included in or omitted from the Notice shall impair, prejudice, waive or otherwise affect any such rights, claims and defenses. 7. 6. This Court shall retain jurisdiction over any and all affected parties with respect
to any and all matters, claims or rights arising from or related to the implementation or interpretation of this Order. Dated: Wilmington, Delaware MarchApril ____, 2012
3
01:11825478.211825478.3
01:11825478.3
01:11825478.3
01:11825478.3
Document comparison by Workshare Compare on Wednesday, April 04, 2012 8:36:02 AM Input: Document 1 ID Description Document 2 ID Description Rendering set Legend: Insertion Deletion Moved from Moved to Style change Format change Moved deletion Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell Statistics: Count Insertions Deletions Moved from Moved to Style change Format changed Total changes 22 9 0 0 0 0 31 interwovenSite://WORKSITE02/YCST01/11825478/2 #11825478v2<YCST01> - Perkins - Second (2nd) Notice of Satisfied Claims and/or Satisfied Scheduled Amounts interwovenSite://WORKSITE02/YCST01/11825478/3 #11825478v3<YCST01> - Perkins - Second (2nd) Notice of Satisfied Claims and/or Satisfied Scheduled Amounts Standard