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.

Objection Deadline: May 30, 2012 at 4:00 p.m. (ET) Hearing Date: June 15, 2012 at 10:00 a.m. (ET)

NOTICE OF REORGANIZED DEBTORS SIXTEENTH (16TH) OMNIBUS (NON-SUBSTANTIVE) OBJECTION TO CLAIMS PURSUANT TO SECTION 502(b) OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 3003 AND 3007 AND LOCAL RULE 3007-1 TO: (I) THE U.S. TRUSTEE; (II) COUNSEL TO THE CLAIMS ADMINISTRATOR; (III) COUNSEL TO THE AGENT FOR THE DEBTORS PRE-PETITION CREDIT FACILITY AND POST-PETITION DEBTOR-INPOSSESSION FINANCING FACILITY; (IV) COUNSEL TO THE INDENTURE TRUSTEE FOR THE SENIOR SECURED NOTES; (V) COUNSEL TO THE INDENTURE TRUSTEE FOR THE SENIOR NOTES; (VI) COUNSEL TO THE RESTRUCTURING SUPPORT PARTIES; (VII) CLAIMANTS WHOSE DISPUTED CLAIMS ARE SUBJECT TO THE OBJECTION; AND (VIII) ALL PARTIES THAT, AS OF THE FILING OF THE OBJECTION, HAVE REQUESTED NOTICE IN THESE CHAPTER 11 CASES PURSUANT TO BANKRUPTCY RULE 2002.

PLEASE TAKE NOTICE that Perkins & Marie Callenders, LLC and its affiliated Reorganized Debtors2 have filed the attached Sixteenth (16TH) Omnibus (NonSubstantive) Objection to Claims Pursuant to Section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 3007-1 (the Objection) with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court). PLEASE TAKE FURTHER NOTICE that any responses (each, a Response) to the relief requested in the Objection must be filed on or before May 30, 2012 at 4:00 p.m. (ET) (the Response Deadline) with the United States Bankruptcy Court for the District of
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).
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Delaware, 824 N. Market Street, 3rd Floor, Wilmington, Delaware 19801. At the same time, any party submitting a Response (each, a Respondent) must serve a copy of its Response upon the undersigned counsel to the Reorganized Debtors so as to be received on or before the Response Deadline. PLEASE TAKE FURTHER NOTICE that any Response must contain, at a minimum, the following: (a) a caption setting forth the name of the Bankruptcy Court, the case number and the title of the Objection to which the Response is directed; (b) the name of the Respondent and a description of the basis for the amount and classification asserted in the Disputed Claim (as defined in the Objection), if applicable; (c) a concise statement setting forth the reasons why the Disputed Claim should not be disallowed or modified for the reasons set forth in the Objection, including, but not limited to, the specific factual and legal bases upon which the Respondent will rely in opposing the Objection; (d) all documentation or other evidence of the Disputed Claim or asserted amount and classification, to the extent not included with the proof of claim previously filed with the Bankruptcy Court, upon which the Respondent will rely in opposing the Objection at the Hearing (as defined below); (e) the address(es) to which the Reorganized Debtors must return any reply to the Response; and (f) the name, address and telephone number of the person (which may be the claimant or its legal representative) possessing ultimate authority to reconcile, settle or otherwise resolve the Disputed Claim and/or the Response on behalf of the Respondent. PLEASE TAKE FURTHER NOTICE THAT A HEARING (THE HEARING) TO CONSIDER THE OBJECTION WILL BE HELD ON JUNE 15, 2012 AT 10:00 A.M. (ET) BEFORE THE HONORABLE KEVIN GROSS IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 N. MARKET STREET, 6TH FLOOR, COURTROOM #3, WILMINGTON, DELAWARE 19801.

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PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND TO THE OBJECTION IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED THEREIN WITHOUT FURTHER NOTICE OR A HEARING. Dated: May 16, 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 Hollace T. Cohen 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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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.
Objection Deadline: May 30, 2012 at 4:00 p.m. (ET) Hearing Date: June 15, 2012 at 10:00 a.m. (ET)

REORGANIZED DEBTORS SIXTEENTH (16TH) OMNIBUS (NON-SUBSTANTIVE) OBJECTION TO CLAIMS PURSUANT TO SECTION 502(b) OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 3003 AND 3007 AND LOCAL RULE 3007-1 Perkins & Marie Callenders, LLC and its affiliated Reorganized Debtors,2 by and through their undersigned counsel, hereby submit this objection (the Objection), pursuant to section 502(b) of title 11 of the United States Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code), Rules 3003 and 3007 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rule 3007-1 of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the Local Rules), to each of the claims (collectively, the Disputed Claims) listed on Exhibits A, B, C and D to the proposed form of order (the Proposed Order) attached hereto as Exhibit 2,3 and request the entry of 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. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Plan (as hereinafter defined).
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The Reorganized Debtors do not object to any claims listed on the exhibits to the Proposed Order that are identified under the column titled Remaining Claim No. (collectively, the Remaining Claims), and the term Disputed Claims as used herein does not include any such Remaining Claims, unless, of course, a Remaining Claim has been objected to herein on other grounds. In other words, although a claim may be listed as a Remaining Claim on one exhibit to the Proposed Order, it may be objected to on another exhibit thereto on other grounds. For example, although a claim may be listed on Exhibit C to the Proposed Order as a Remaining Claim, that same claim may be objected to on Exhibit A to the Proposed Order. As such, parties in interest should carefully review all of the exhibits to the Proposed Order in their entirety.

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Proposed Order disallowing and expunging in full each of the Disputed Claims, as indicated in further detail below and on Exhibits A, B, C and D to the Proposed Order. In support of this Objection, the Reorganized Debtors rely on the Declaration of Karen Larson-Young in Support of the Reorganized Debtors Sixteenth (16TH) Omnibus (Non-Substantive) Objection to Claims Pursuant to Section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 3007-1 (the Larson-Young Declaration), a copy of which is attached hereto as Exhibit 1. In further support of this Objection, the Reorganized Debtors respectfully represent as follows: Jurisdiction and Venue 1. This Court has jurisdiction to consider this Objection under 28 U.S.C. 157 and

1334. This is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 2. Venue of the above-captioned chapter 11 cases and this Objection are proper in

this District pursuant to 28 U.S.C. 1408 and 1409. 3. The statutory predicates for the relief requested herein are section 502(b) of the

Bankruptcy Code, Bankruptcy Rules 3003 and 3007, and Local Rule 3007-1. General Background 4. On June 13, 2011 (the Petition Date), each of the Debtors filed a voluntary

petition for relief under chapter 11 of the Bankruptcy Code, and each thereby commenced chapter 11 cases (collectively, the Chapter 11 Cases) in this Bankruptcy Court (the Court). No request has been made for the appointment of a trustee or examiner, and subsequent to the Petition Date, the Debtors continued to operate their businesses and manage their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On June 24, 2011, the Office of the United States Trustee for the District of Delaware (the U.S. Trustee) appointed an Official Committee of Unsecured Creditors (the Committee) in the

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Chapter 11 Cases. 5. On September 9, 2011, the Debtors filed the Debtors Second Amended

Disclosure Statement for Debtors Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 923] (including all exhibits thereto and as may be amended, modified or supplemented from time to time, the Disclosure Statement). That same day, the Court entered an order [Docket No. 935] approving the Disclosure Statement as containing adequate information within the meaning of section 1125 of the Bankruptcy Code. 6. On November 1, 2011, this Court entered an order [Docket No. 1287] (the

Confirmation Order) confirming 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, the Plan) pursuant to section 1129 of the Bankruptcy Code and Bankruptcy Rule 3020. 7. 1370]. 8. Additional information about the Debtors businesses, the events leading up to the The Effective Date of the Plan occurred on November 30, 2011 [Docket No.

Petition Date, and the facts and circumstances surrounding the Debtors and the Chapter 11 Cases can be found in the Declaration of Joseph F. Trungale in Support of Debtors Chapter 11 Petitions and First Day Motions [Docket No. 19] filed on the Petition Date and incorporated by reference herein. Debtors Schedules 9. On July 11, 2011, each of the Debtors filed their Schedules of Assets and

Liabilities [Docket Nos. 182, 184, 186, 188, 190, 192, 194, 196, 198, 200, 202, and 204] and on August 17, 2011, Debtors Perkins & Marie Callenders Inc. (f/k/a The Restaurant Company) and 3
01:12087302.1

Marie Callender Pie Shops, Inc. amended theirs [Docket Nos. 745 and 750] (collectively, as amended, the Schedules). Bar Date and Proofs of Claim 10. On June 13, 2011, this Court entered an order [Docket No. 36] appointing Omni

Management Group, LLC (Omni) as the claims, balloting and noticing agent in these Chapter 11 Cases. Omni is authorized to maintain (i) all proofs of claim filed against the Debtors in these bankruptcy proceedings and (ii) an official claims register (the Claim Register) by docketing all proofs of claim in a claims database containing, among other things, information regarding the name and address of each claimant, the date the proof of claim was received by Omni, the claim number assigned to the proof of claim, and the asserted amount and classification of the claim. 11. On July 9, 2011, this Court entered an order [Docket No. 174] (the Bar Date

Order) (i) establishing August 16, 2011 at 4:00 p.m. (prevailing Eastern Time) (the General Bar Date) as the final date and time for filing proofs of claim against the Debtors estates on account of claims (including, without limitation, any secured claims, priority claims, and claims under section 503(b)(9) of the Bankruptcy Code) which arose on or prior to the Petition Date, and (ii) approving the form and manner of notice of the Bar Date (as defined below). 12. Therein, the Court also established December 12, 2011 at 4:00 p.m. (prevailing

Eastern Time) (the Government Bar Date) as the final date and time for any governmental unit to file a proof of claim against the Debtors estates on account of any claims that arose prior to or on the Petition Date. 13. Additionally, pursuant to the Bar Date Order, any person or entity asserting a

claim (each, a Rejection Damages Claim) against the Debtors estates in connection with the Debtors rejection of an executory contract or unexpired lease under section 365 of the 4
01:12087302.1

Bankruptcy Code is required to file a proof of claim on or before the later of (i) the General Bar Date or (ii) 4:00 p.m. (prevailing Eastern Time) on the date that is thirty (30) days following the entry of the order approving the rejection of such executory contract or unexpired lease pursuant to which the person or entity asserting the Rejection Damages Claim is a party (the Rejection Bar Date). 14. The Bar Date Order also provided that if the Debtors amend or supplement their

Schedules subsequent to the date of service of the Bar Date Notice (as defined in the Bar Date Order), the Debtors shall give notice of any such amendment or supplement to the holders of claims affected thereby, and such holders shall be afforded the later of (i) the General Bar Date and (ii) twenty-one (21) days from the date on which such notice is given, to file proofs of claim in these Chapter 11 Cases in respect of their claims (together with the General Bar Date, the Government Bar Date and the Rejection Bar Date, collectively, the Bar Date). 15. Pursuant to the Bar Date Order, the Bar Date Notice, together with a proof of

claim form, was served by first-class mail no later than two (2) calendar days after entry of the Bar Date Order on: (i) the U.S. Trustee; (ii) counsel to the Committee; (iii) all known holders of claims listed on the Schedules at the addresses stated therein; (iv) all parties known to the Debtors as having potential claims against any of the Debtors estates (as of the date of the entry of the Bar Date Order) and their counsel (if known); (v) all parties who have requested notice pursuant to Bankruptcy Rule 2002 (as of the date of the entry of the Bar Date Order); (vi) all known equity security holders of the Debtors; (vii) counsel to the agent for the Debtors prepetition Credit Facility and post-petition DIP Facility; (viii) counsel to the indenture trustee for the Senior Secured Notes; (ix) counsel to the indenture trustee for the Senior Notes; (x) counsel to the Restructuring Support Parties; (xi) all counterparties to any of the Debtors executory

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contracts and unexpired leases listed on the Schedules at the addresses stated therein; (xii) the attorneys of record to all parties to pending litigation against any of the Debtors (as of the date of the entry of the Bar Date Order); (xiii) the Internal Revenue Service, the United States Attorneys Office for the District of Delaware, and all taxing authorities for the jurisdictions in which the Debtors do business; and (xiv) the Securities and Exchange Commission [see Docket Nos. 276 and 280]. 16. In addition, in accordance with the Bar Date Order, the Publication Notice (as

defined in the Bar Date Order) was published in the USA Today on July 21, 2011 [see Docket No. 380]. 17. Pursuant to Article VIII.D of the Plan and Paragraph 27 of the Confirmation

Order, any and all Claims for damages arising from the rejection of an executory contract or unexpired lease must be filed with the Court in accordance with the terms of the Final Order authorizing such rejection, but in no event later than December 30, 2011 at 4:00 p.m. (prevailing Eastern Time), except for any such Claims on account of an executory contract or unexpired lease rejected pursuant to Article VIII.B of the Plan. Relief Requested 18. By this Objection, the Reorganized Debtors request the Court to enter the

Proposed Order, pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 3007-1, disallowing and expunging in full each of the Disputed Claims, as indicated in further detail below and on Exhibits A, B, C and D to the Proposed Order. 19. In accordance with Local Rule 3007-1(e)(i)(E), the Reorganized Debtors believe

that this Objection complies in all respects with Local Rule 3007-1.

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Objection A. NO SUPPORTING OR INSUFFICIENT SUPPORTING DOCUMENTATION CLAIMS The claims identified under the column titled Claim Amount/Classification on

20.

Exhibit A to the Proposed Order (collectively, the No Supporting or Insufficient Supporting Documentation Claims) were submitted without any or with insufficient documentation supporting the alleged claims. Local Rule 3007-1(d)(vi) provides that a debtor may object on a non-substantive basis to a claim that does not have a basis in the debtors books and records and does not include or attach sufficient information or documentation to constitute prima facie evidence of the validity and amount of the claim, as contemplated by [Bankruptcy Rule] 3001(f). To comply with the requirements for filing a claim, a claimant must allege facts sufficient to support a legal basis for the claim. If the assertions in the filed claim meet this standard of sufficiency, the claim is prima facie valid pursuant to Rule 3001(f) of the Federal Rules of Bankruptcy Procedure. In re Planet Hollywood Intl, 247 B.R. 391, 395 (Bankr. D. Del. 2001). 21. The claimants asserting the No Supporting or Insufficient Supporting

Documentation Claims failed to allege sufficient facts and included either no documentation or insufficient documentation to support their claims. Therefore their claims are not prima facie valid. See in re Allegheny Intl, Inc., 954 F.2d 167, 173 (3d Cir. 1992) ([T]he claimant must allege facts sufficient to support the claim. If the averments in [the claimants] filed claim meet this standard of sufficiency, it is prima facie valid.). Because the No Supporting or

Insufficient Supporting Documentation Claims are not prima facie valid, the Reorganized Debtors hereby object to the No Supporting or Insufficient Supporting Documentation Claims and request the Court to enter the Proposed Order disallowing and expunging in full each of the 7
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No Supporting or Insufficient Supporting Documentation Claims, as provided for on Exhibit A to the Proposed Order. B. 22. MULTIPLE DEBTOR CLAIMS The claims identified under the column titled Multiple Debtor Claim to be

Expunged on Exhibit B to the Proposed Order (collectively, the Multiple Debtor Claims) are identical to the proofs of claim identified under the column titled Remaining Claim No. on Exhibit B except that the Multiple Debtor Claims have been filed against different Debtors. The Reorganized Debtors believe that it was not the intention of the claimants asserting the Multiple Debtor Claims to seek a double recovery against the Debtors estates. Rather, the claimants may not have known which Debtor to assert their claims against and therefore filed multiple claims against multiple Debtors. Regardless of the claimants reasons for filing the Multiple Debtor Claims, at most, only one claim against the Debtors estates should be allowed for each claimant. 23. Additionally, pursuant to Article VI of the Plan and Paragraph 18 of the

Confirmation Order, the Debtors estates have been limitedly consolidated into a single estate for purposes of the Plan and distributions thereunder, the obligations of each Debtor are to deemed to be the obligation of the consolidated Debtors, and any Claims filed in connection with any such obligations are deemed to be Claims against the consolidated Debtors. Thus, claimants are entitled to receive only one distribution on account of duplicate claims against the substantively consolidated Debtors and their estates. Any failure to disallow the Multiple Debtor Claims will result in the applicable claimants receiving an unwarranted double recovery against the Debtors estates, to the detriment of other creditors in these chapter 11 proceedings. 24. Accordingly, the Reorganized Debtors hereby object to the Multiple Debtor

Claims and request the Court to enter the Proposed Order disallowing and expunging in full each

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of the Multiple Debtor Claims, as provided for on Exhibit B to the Proposed Order. C. 25. DUPLICATE CLAIMS The claims identified under the column titled Duplicate Claim to be Expunged

on Exhibit C to the Proposed Order (collectively, the Duplicate Claims) are duplicative of the proofs of claim identified under the column titled Remaining Claim No. on Exhibit C. The Reorganized Debtors believe that it was not the intention of the claimants asserting such claims to seek a double recovery against the Debtors estates. Instead, the filing of the Duplicate Claims appears to be a function of claimants filing multiple proof of claim forms on account of a single claim, or filing the same claim with multiple parties (e.g., Omni, the Debtors, counsel to the Debtors and/or the Clerk of the Court). Regardless of the claimants reasons for filing the Duplicate Claims, only one claim against the Debtors estates should be allowed for each claimant. Any failure to disallow the Duplicate Claims will result in the applicable claimant receiving an unwarranted double recovery against the Debtors estates, to the detriment of other creditors in these chapter 11 proceedings. 26. Accordingly, the Reorganized Debtors hereby object to the Duplicate Claims and

request the Court to enter the Proposed Order disallowing and expunging in full each of the Duplicate Claims identified on Exhibit C thereto. D. 27. REDUNDANT CLAIMS The claims identified under the column titled Redundant Claim to be Expunged

on Exhibit D to the Proposed Order (collectively, the Redundant Claims) assert amounts that have already been asserted in the proofs of claim identified under the column titled Remaining Claim No. on Exhibit D. The Reorganized Debtors believe that it was not the intention of the claimants asserting such claims to seek a double recovery against the Debtors estates. Rather,

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the filing of the Redundant Claims appears to be a function of the Bar Date Order, which provided, among other things, that: (a) [t]he indenture for the Senior Secured Notes and the indenture trustee for the Senior Notes shall file a master proof of claim (each, a Master Proof of Claim) on account of the repayment of principal, interest and other fees, costs, charges or expenses (each, a Debt Claim) on account of or under the indentures for the Senior Secured Notes and the Senior Notes . . . on behalf of the holders of the Senior Secured Notes and the holders of the Senior Notes, respectively; and (b) [a]ny person or entity who holds a Debt Claim on account of or under the Debt Instruments need not file a proof of claim on or before the applicable Bar Date. The Reorganized Debtors believe that each of the Redundant Claims represents a Debt Claim that is already asserted in a Master Proof of Claim, as identified on Exhibit D to the Proposed Order. Furthermore, pursuant to the Bar Date Order, the Redundant Claims were not required to be filed. Any failure to disallow the Redundant Claims will result in the applicable claimant receiving an unwarranted double recovery against the Debtors estates, to the detriment of other creditors in these chapter 11 proceedings. 28. Accordingly, the Reorganized Debtors hereby object to the Redundant Claims and

request the Court to enter the Proposed Order disallowing and expunging in full each of the Redundant Claims identified on Exhibit D thereto. Reservation of Rights 29. The Reorganized Debtors and the Debtors and their estates reserve any

and all rights to amend, supplement or otherwise modify this Objection and to file additional objections to any and all claims filed in these Chapter 11 Cases, including, without limitation, any and all of the Disputed Claims and the Remaining Claims. The Reorganized Debtors and the Debtors and their estates also reserve any and all rights, claims and defenses with respect to any

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and all of the Disputed Claims and the Remaining Claims, and nothing included in or omitted from this Objection shall impair, prejudice, waive or otherwise affect any such rights, claims and defenses. 30. In the event that the Court determines that the Reorganized Debtors

objections herein to the No Supporting or Insufficient Supporting Documentation Claims are more properly characterized as substantive (as opposed to non-substantive) objections, the Reorganized Debtors and the Debtors and their estates reserve any and all rights to amend, supplement or otherwise modify their objections to any and all such No Supporting or Insufficient Supporting Documentation Claims. Notice 31. The Reorganized Debtors will serve notice of this Objection upon: (i) the

U.S. Trustee; (ii) counsel to the Claims Administrator; (iii) counsel to the agent for the Debtors pre-petition Credit Facility and post-petition debtor-in-possession financing facility; (iv) counsel to the indenture trustee for the Senior Secured Notes; (v) counsel to the indenture trustee for the Senior Notes; (vi) counsel to the Restructuring Support Parties; (vii) claimants whose Disputed Claims are subject to this Objection; and (viii) all parties that, as of the filing of this Objection, have requested notice in these Chapter 11 Cases pursuant to Bankruptcy Rule 2002. In light of the nature of the relief requested, the Reorganized Debtors submit that no other or further notice is necessary. Remainder of page intentionally left blank

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Conclusion WHEREFORE, the Reorganized Debtors respectfully request that the Court enter an order, substantially in the form attached hereto as Exhibit 2, granting the relief requested herein and such other and further relief as the Court may deem just and proper. Dated: May 16, 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 Hollace T. Cohen 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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EXHIBIT 1 Larson-Young Declaration

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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.

DECLARATION OF KAREN LARSON-YOUNG IN SUPPORT OF THE REORGANIZED DEBTORS SIXTEENTH (16TH) OMNIBUS (NON-SUBSTANTIVE) OBJECTION TO CLAIMS PURSUANT TO SECTION 502(b) OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 3003 AND 3007 AND LOCAL RULE 3007-1 I, KAREN LARSON-YOUNG, pursuant to 28 U.S.C. 1746, hereby declare: 1. I am a Vice President, Finance of Perkins & Marie Callenders, LLC, one of the

Reorganized Debtors.2 In this capacity I am generally familiar with the Debtors day-to-day operations, businesses, financial affairs and books and records. 2. In this capacity, I am one of the individuals primarily responsible for overseeing I have read the

the claims reconciliation and objection process in the Chapter 11 Cases.

Reorganized Debtors Sixteenth (16TH) Omnibus (Non-Substantive) Objection to Claims Pursuant to Section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 3007-1 (the Objection), and am directly, or by and through other personnel or agents of the Reorganized Debtors, reasonably familiar with the information contained therein, the proposed form of order (the Proposed Order) approving the relief requested in the Objection,

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 meaning ascribed to such terms in the Objection (as hereinafter defined).
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and the exhibits attached to the Proposed Order. I am authorized to execute this Declaration on behalf of the Reorganized Debtors. 3. Considerable resources and time have been expended in reviewing and

reconciling the proofs of claim filed or pending against the Debtors and their estates in these Chapter 11 Cases. The claims were carefully reviewed and analyzed in good faith utilizing due diligence by the appropriate personnel, including the claims agent in the Chapter 11 Cases, Omni Management Group, LLC. These efforts resulted in the identification of the No Supporting or Insufficient Supporting Documentation Claims, the Multiple Debtor Claims, the Duplicate Claims, and the Redundant Claims, as defined in the Objection and identified on Exhibits A, B, C and D to the Proposed Order, respectively. 4. The information contained on Exhibits A, B, C and D to the Proposed Order is

true and correct to the best of my knowledge, information and belief. 5. The Reorganized Debtors have determined based upon a review of the Claims

Register that the claims identified on Exhibit A to the Proposed Order failed to allege sufficient facts and included either no documentation or insufficient documentation to support a legal basis for a claim. Moreover, the Reorganized Debtors have made reasonable efforts to reconcile each of the No Supporting or Insufficient Supporting Documentation Claims against the Debtors books and records and believe that such claims do not provide prima facie evidence of the validity and amount of such claims. Accordingly, the Reorganized Debtors seek to expunge and disallow in full the No Supporting or Insufficient Supporting Documentation Claims. 6. The Reorganized Debtors have further determined through a review of the Claims

Register that the claimants asserting the Multiple Debtor Claims identified on Exhibit B to the Proposed Order filed identical claims against multiple Debtors. Regardless of the claimants

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reasons for filing the Multiple Debtor Claims, at most, only one claim against the Debtors estates should be allowed for each claimant. In addition, pursuant to the Plan and the

Confirmation Order, the Debtors estates have been limitedly consolidated into a single estate for purposes of the Plan and distributions thereunder, the obligations of each Debtor are to deemed to be the obligation of the consolidated Debtors, and any Claims filed in connection with any such obligations are deemed to be Claims against the consolidated Debtors. As a result,

claimants are entitled to receive only one distribution on account of duplicate claims against the substantively consolidated Debtors and their estates. Therefore, the Reorganized Debtors seek to expunge and disallow in full the Multiple Debtor Claims. 7. After a review of the Claims Register, the Reorganized Debtors have determined

that the claims identified on Exhibit C to the Proposed Order are duplicative of other claims filed in these Chapter 11 Cases. Accordingly, to prevent the claimants from receiving potential double recoveries against the Debtors estates (to the detriment of other estate creditors) based on the filing of two separate but identical proofs of claim, the Reorganized Debtors seek to disallow and expunge in full the Duplicate Claims listed on Exhibit C to the Proposed Order. 8. Finally, through a review of the Claims Register, the Reorganized Debtors have

determined that the claims identified on Exhibit D to the Proposed Order assert amounts that have already been asserted in other claims filed in these Chapter 11 Cases. Accordingly, to prevent the claimants from receiving potential double recoveries against the Debtors estates, the Reorganized Debtors seek to disallow and expunge in full the Redundant Claims listed on Exhibit D to the Proposed Order.

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I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct to the best of my knowledge, information and belief. Executed on May 16, 2012 /s/ Karen Larson-Young Karen Larson-Young Vice President, Finance

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EXHIBIT 2 Proposed Order

01:12087302.1

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. ______

ORDER SUSTAINING REORGANIZED DEBTORS SIXTEENTH (16TH) OMNIBUS (NON-SUBSTANTIVE) OBJECTION TO CLAIMS PURSUANT TO SECTION 502(b) OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 3003 AND 3007 AND LOCAL RULE 3007-1 Upon consideration of the Sixteenth (16TH) Omnibus (Non-Substantive) Objection to Claims Pursuant to Section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 3007-1 (the Objection)2 of Perkins & Marie Callenders, LLC and its affiliated Reorganized Debtors for the entry of an order, pursuant to section 502(b) of title 11 of the United States Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code), Rules 3003 and 3007 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rule 3007-1 of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the Local Rules), disallowing and expunging in full each of the Disputed Claims identified on Exhibits A, B, C and D attached hereto; and it appearing that due and sufficient notice of the Objection has been given under the circumstances; and after due deliberation and upon the Courts determination that the relief requested in the Objection is in

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 Objection.
2

01:12087302.1

the best interests of the Reorganized Debtors and the Debtors, their estates and creditors and other parties in interest; and sufficient cause appearing for the relief requested in the Objection, it is hereby ORDERED, ADJUDGED AND DECREED that: 1. 2. The Objection is sustained. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and

3007 and Local Rule 3007-1, the No Supporting or Insufficient Supporting Documentation Claims identified on Exhibit A attached hereto are hereby disallowed and expunged in their entirety. 3. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and

3007 and Local Rule 3007-1, the Multiple Debtor Claims identified on Exhibit B attached hereto are hereby disallowed and expunged in their entirety. 4. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and

3007 and Local Rule 3007-1, the Duplicate Claims identified on Exhibit C attached hereto are hereby disallowed and expunged in their entirety. 5. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and

3007 and Local Rule 3007-1, the Redundant Claims identified on Exhibit D attached hereto are hereby disallowed and expunged in their entirety. 6. Any and all rights of the Reorganized Debtors and the Debtors and their estates to

amend, supplement or otherwise modify the Objection and to file additional objections to any and all claims filed in these Chapter 11 Cases, including, without limitation, any and all of the Disputed Claims and the Remaining Claims, 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 Disputed Claims and the Remaining Claims shall be reserved, and nothing included in or

2
01:12087302.1

omitted from the Objection 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 June ___, 2012

____________________________________ Kevin Gross Chief United States Bankruptcy Judge

3
01:12087302.1

EXHIBIT A No Supporting or Insufficient Supporting Documentation Claims

01:12087302.1

201205160918

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) NO SUPPORTING OR INSUFFICIENT SUPPORTING DOCUMENTATION CLAIMS

Claimant Reason
403 $863,690.76 UNS 11-11795

Claim Number Claim Amount/ Classification* Filed In Case(s)*

ARNDT, BUSWELL & THORN, S.C.

LINDA FAHERTY AND DAVID FAHERTY $863,690.76

ATTN: RICK NIEMEIER

Insufficient supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

101 W. OAK STREET

PO BOX 349

SPARTA, WI 54656 2300 $50,000.00 UNS 11-11795

BURNS, STEPHANIE

C/O LAW OFFICES OF BARRY S. BERNSTEIN $50,000.00

ATTN: BARRY S. BERNSTEIN

No supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

16133 VENTURA BOULEVARD

PENTHOUSE SUITE A

ENCINO, CA 91436 359 $25,000.00 UNS 00-00000

CARLOS J. CASTANEDA, LAW OFFICES

ATTN: CARLOS CASTANEDA $25,000.00

RE: SANCHEZ, MARIA

No supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

3055 WILSHIRE BOULEVARD, SUITE 850

LOS ANGELES, CA 90010 37 $50,000.00 UNS 11-11795

CONDIFF, LAURIE M.

C/O KRISTIN M. ZACHEIS $50,000.00

BOLEN, ROBINSON & ELLIS

No supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

202 SOUTH FRANKLIN 2ND FLOOR

DECATUR, IL 62523

* - 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 6

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) NO SUPPORTING OR INSUFFICIENT SUPPORTING DOCUMENTATION CLAIMS

Claimant Reason

Claim Number Claim Amount/ Classification* Filed In Case(s)*

EQUAL EMPLOYMENT OPPORTUNITY COMMISSION ATTN: ROSEMARY FOX, AREA DIRECTOR EEOC-MILWAUKEE AREA OFFICE 310 W. WISCONSIN AVENUE, SUITE 800

2125

No Amt Given**

PRI

11-11795

Insufficient supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

MILWAUKEE, WI 53203
1197 $50,000.00 UNS 11-11795 No supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

ERICKSON, DAVIS, MURPHY, JOHNSON & WALSH, LTD JACK KILEY $50,000.00

IN RE: CATHY MARSHALL

132 S. WATER, SUITE 610

DECATUR, IL 62525 1028 $166,951.00 UNS 11-11795

FEATHER, CAROL

LAW OFFICE OF JOHN M. LANNOM $166,951.00

422 MCGAUGHEY ST.

Insufficient supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

P.O. BOX 1729

DYERSBURG, TN 38024 1976 $625.00 UNS 11-11795

FRANCES, FACCA

26705 BOUQUET CANYON RD APT 262 $625.00

SANTA CLARITA, CA 91350

Insufficient supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

GARBER, STEVEN A.

149

$200.00

PRI

11-11795

6461 ZUMA VIEW PL UNIT 146 $200.00

MALIBU, CA 90265

Insufficient supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

* - 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 6

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) NO SUPPORTING OR INSUFFICIENT SUPPORTING DOCUMENTATION CLAIMS

Claimant Reason

Claim Number Claim Amount/ Classification* Filed In Case(s)*

10

HARDING, TONYA R. C/O KRISTIN M. ZACHEIS $50,000.00

36

$50,000.00

UNS

11-11795

BOLEN, ROBINSON & ELLIS 202 SOUTH FRANKLIN 2ND FLOOR DECATUR, IL 62523 808 $500,000.00 UNS 11-11795

No supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

11

HELGESEN, MICHAEL P. IN RE: ANTHONY P. DELCASTILLO $500,000.00

SUITE 900, 325 CEDAR STREET ST PAUL, MN 55101

No supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

12

HERNANDEZ, ANTONIO 1224 HAZELWOOD ST. #104 $50,000.00

1991

$50,000.00

UNS

11-11795

ST. PAUL, MN 55106

No supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

13

LAURIE & LAURIE, PA RE: GRUBBS, GLORIA JEAN $300,000.00

1194

$300,000.00

UNS

11-11796

ATTN: IAN S. LAURIE 1660 SOUTH HIGHWAY 100, SUITE 508E ST. LOUIS PARK, MN 55416 1020 $50,000.00 UNS

Insufficient supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

14

LAW OFFICES OF JOHN T. HEMMINGER RE: VANESSA COREY AND OLIVIA COREY $50,000.00

11-11795

ATTN: JOHN T. HEMMINGER 2454 SW NINTH STREET DES MOINES, IA 50315

No supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

* - 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 6

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) NO SUPPORTING OR INSUFFICIENT SUPPORTING DOCUMENTATION CLAIMS

Claimant Reason

Claim Number Claim Amount/ Classification* Filed In Case(s)*

15

MARUS, BRITTANY C/O LEIGHTON H. ROCKAFELLOW $50,000.00

44

$50,000.00

UNS

11-11795

ROCKAFELLOW LAW FIRM 2438 E. BROADWAY BLVD TUCSON, AZ 85719 1353 $5,000.00 PRI 11-11795

Insufficient supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

16

MONROY, MARGARITO 150 E MAIN ST $5,000.00

MERCED, CA 95340

Insufficient supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

17

PALLAS, GLEN L. 639 E. YALE ST. $112,266.00

1053

$112,266.00

UNS

11-11795

ONTARIO, CA 91764

Insufficient supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

18

SMITH, DIANE C/O FINCH LAW OFFICE $10,000.00

2206

$10,000.00

UNS

11-11795

ATTN: ROBERT M. FINCH 2203 COMBES STREET URBANA, IL 61801 689 No Amt Given** UNS

Insufficient supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

19

THE HOME INSURANCE COMPANY IN LIQUIDATION 55 SOUTH COMMERCIAL STREET MANCHESTER, NH 03101 ATTN: KAREN TISDELL

11-11795

Insufficient supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

* - 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 6

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) NO SUPPORTING OR INSUFFICIENT SUPPORTING DOCUMENTATION CLAIMS

Claimant Reason

Claim Number Claim Amount/ Classification* Filed In Case(s)*

20

THE HOME INSURANCE COMPANY IN LIQUIDATION ATTN: KAREN TISDELL 55 SOUTH COMMERICIAL STREET MANCHESTER, NH 03101

691

No Amt Given**

UNS

11-11799

Insufficient supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

21

THE HOME INSURANCE COMPANY IN LIQUIDATION ATTN: KAREN TISDELL

753

No Amt Given**

UNS

11-11801

55 SOUTH COMMERCIAL STREET

Insufficient supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

MANCHESTER, NH 03101

22

U.S. EQUAL EMPLOYMENT OPPORTUNITY COMMISSION U.S. EEOC MILWAUKEE AREA OFFICE

2270

No Amt Given**

PRI

11-11795

ATTN: DRAKE VAN THIEL

No supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

310 WEST WISCONSIN AVENUE, SUITE 800

MILWAUKEE, WI 53203 762 $1,209.00 PRI 11-11795

23

ZAWALA, CATHY

1301 SW 10TH AVE APT. M-203 $1,209.00

DELRAY BEACH, FL 33444

Insufficient supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

* - 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 6

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) NO SUPPORTING OR INSUFFICIENT SUPPORTING DOCUMENTATION CLAIMS

Claimant Reason

Claim Number Claim Amount/ Classification* Filed In Case(s)*

201205160918

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)

PERKINS FINANCE CORP.

11-11799 (799) 11-11800 (800)

WILSHIRE RESTAURANT GROUP LLC PMCI PROMOTIONS LLC

11-11801 (801)

MARIE CALLENDER PIE SHOPS, INC.

11-11802 (802) 11-11803 (803)

MARIE CALLENDER WHOLESALERS, INC. MACAL INVESTORS, INC.

11-11804 (804)

MCID, INC.

11-11805 (805) 11-11806 (806)

WILSHIRE BEVERAGE, INC. FIV CORP.

00-00000 (000)

NO DEBTOR AND CASE GIVEN

Claim Class Code Legend UNS Unsecured Claim

PRI Priority Claim SEC Secured Claim 503(b)(9) 503(b)(9) Claim

ADM

Administrative Claim

Page 6 of 6

EXHIBIT B Multiple Debtor Claims

01:12087302.1

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) MULTIPLE DEBTOR CLAIMS Multiple Debtor Claim to be Expunged Claim Amount/Classification $135,000.00 UNS 11-11795 579 Filed In Case(s) 578 11-11801 Remaining Claim No.

Claimant

Remaining Case(s)

LAW OFFICES OF KEN HANNAM

RE: JESUSITA D. LOPEZ AND ARMANDO LOPEZ, SR., HUSBAND ATTN: PARK GREEN ATRIUM 4444 CORONA DRIVE, SUITE 119

CORPUS CHRISTI, TX 78411

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)

PERKINS FINANCE CORP.

11-11799 (799)

WILSHIRE RESTAURANT GROUP LLC

11-11800 (800)

PMCI PROMOTIONS LLC

11-11801 (801)

MARIE CALLENDER PIE SHOPS, INC.

11-11802 (802)

MARIE CALLENDER WHOLESALERS, INC.

11-11803 (803)

MACAL INVESTORS, INC.

11-11804 (804) 11-11805 (805)

MCID, INC. WILSHIRE BEVERAGE, INC.

11-11806 (806)

FIV CORP.

00-00000 (000)

NO DEBTOR AND CASE GIVEN

Claim Class Code Legend UNS Unsecured Claim PRI Priority Claim

SEC

Secured Claim

503(b)(9) 503(b)(9) Claim ADM Administrative Claim

Page 1 of 1

EXHIBIT C Duplicate Claims

01:12087302.1

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) DUPLICATE CLAIMS Duplicate Claim to be Expunged Claim Amount/Classification** $863,690.76 UNS 11-11795 403 Filed In Case(s)* 404 Remaining Claim No.

Claimant

ARNDT, BUSWELL & THORN, S.C.

RICK NIEMEIER IN RE: ESTATE OF PAUL D. FAHERTY

101 W. OAK STREET

PO BOX 349 SPARTA, WI 54656

2133 No Amt Given** PRI 11-11795 2125

EQUAL EMPLOYMENT OPPORTUNITY COMMISSION ATTN: ROSEMARY FOX, AREA DIRECTOR

EEOC-MILWAUKEE AREA OFFICE

310 W. WISCONSIN AVENUE, SUITE 800

MILWAUKEE, WI 53203 2291 $10,000.00 UNS 11-11795 2206

SMITH, DIANE

C/O FINCH LAW OFFICE

ATTN: ROBERT M. FINCH

2203 COMBES STREET

URBANA, IL 61801

* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amount Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all

Page 1 of 2

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) DUPLICATE CLAIMS Duplicate Claim to be Expunged Claim Amount/Classification** Filed In Case(s)* Remaining Claim No.

Claimant

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)

PERKINS FINANCE CORP.

11-11799 (799)

WILSHIRE RESTAURANT GROUP LLC

11-11800 (800)

PMCI PROMOTIONS LLC

11-11801 (801)

MARIE CALLENDER PIE SHOPS, INC.

11-11802 (802)

MARIE CALLENDER WHOLESALERS, INC.

11-11803 (803)

MACAL INVESTORS, INC.

11-11804 (804)

MCID, INC.

11-11805 (805)

WILSHIRE BEVERAGE, INC.

11-11806 (806)

FIV CORP.

00-00000 (000)

NO DEBTOR AND CASE GIVEN

Claim Class Code Legend UNS Unsecured Claim

PRI

Priority Claim

SEC Secured Claim 503(b)(9) 503(b)(9) Claim

ADM

Administrative Claim

Page 2 of 2

EXHIBIT D Redundant Claims

01:12087302.1

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) REDUNDANT CLAIMS Redundant Claim to be Expunged Claim Amount/Classification** $10,585.56 UNS 11-11795 1060 Filed In Case(s)* 986 Remaining Claim No.

Claimant

ANDRES, CHARLES W. & MARY F.

P.O. BOX 161 RANDALL, MN 56475

BANK OF OKLAHOMA NA AS TTEE

1180

$800,000.00

UNS

11-11795

1060

MAYER BROWN SAVINGS PLAN

FBO LEE ABRAMS 71 SOUTH WACKER DRIVE

CHICAGO, IL 60606-4637 1900 $10,000.00 UNS 00-00000 1060

BUTLER FAMILY LIMITED PARTNERSHIP

ATTN: LAURENCE V BUTLER

1308 WEST HIGHWAY 13 BURNSVILLE, MN 55337-2272

1899 $5,000.00 UNS 00-00000 1060

CHARLES F WILHARM REV LIV TR

CHARLES & TERRYL WILHARM TTEES

U/A/D 5/22/96

8215 CREEKSIDE CIRCLE

BLOOMINGTON, MN 55437-3836 1906 $5,000.00 UNS 00-00000 1060

DONALD B. WOXLAND TRUST

ATTN: DONALD & LORRINE WOXLAND, TRUSTEES 500 EAST PARK

RUSHFORD, MN 55971

* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amount Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all

Page 1 of 7

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) REDUNDANT CLAIMS Redundant Claim to be Expunged Claim Amount/Classification** $50,000.00 UNS 00-00000 1060 Filed In Case(s)* 1425 Remaining Claim No.

Claimant

DOUGLAS A. NIEDT TTEE

DOUGLAS A. NIEDT LIVING TRUST U/A 6/14/90

10 SHERWYN LANE

ST. LOUIS, MO 63141 987 $20,505.00 SEC 11-11795 1060

EASTMAN, KERMIT L. & EASTMAN, BETTY ANN

JTWROS 4105 - 25TH STREET NORTHEAST

SAUK RAPIDS, MN 56379 387 $16,049.31 UNS 11-11795 1060

EKLUND, ROGER K

13309 ELLICE COURT

APPLE VALLEY, MN 55124

ELENA BARHAM REVOCABLE LIVING TRUST

1139

$105,000.00

UNS

11-11795

1060

ATTN: ELENA BARHAM TTEE

U/A DTD 07/20/2007

2289 ROSS ROAD

OLIVE BRANCH, MS 38654 302 $9,885.94 UNS 11-11795 1060

10

FRANKS, F J

363 EQUESTRIAN RD

WARRENTON, VA 20186-2344

11

HANSON, JANELLE

1907

$5,000.00

UNS

00-00000

1060

204 SOUTH 19TH

MONTEVIDEO, MN 56265

* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amount Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all

Page 2 of 7

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) REDUNDANT CLAIMS Redundant Claim to be Expunged Claim Amount/Classification** $5,000.00 UNS 00-00000 1060 Filed In Case(s)* 1904 Remaining Claim No.

Claimant

12

JEPSEN, WAYNE H

210 MERCHANT P O BOX 182

GAYVILLE, SD 57031-0182 1903 $3,000.00 UNS 00-00000 1060

13

JOHN & BERNADETTE TAX

REV LIVING TRUST UAD 2-22-02

JOHN F TAX & BERNADETTE M TAX, 2155 ORLANDO PLACE

SIERRA VISTA, AZ 85635-4902 1902 $5,000.00 UNS 00-00000 1060

14

JONES, DR HERBERT C &

JONES, OLIVE H JTWROS

P O BOX 563 JESUP, IA 50648-0563

1901 $5,000.00 UNS 00-00000 1060

15

JUDY K BUTLER REV TRUST

DTD 12/22/08

JUDY K BUTLER &

LAURENCE V BUTLER TTEES

3081 168 STREET W JORDAN, MN 55352-8303

16

LANGER, DON & ROSE 915 JULIE DR

1132

$5,250.00

UNS

11-11795

1060

ST CLOUD, MN 56303

* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amount Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all

Page 3 of 7

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) REDUNDANT CLAIMS Redundant Claim to be Expunged Claim Amount/Classification** $10,000.00 UNS 00-00000 1060 Filed In Case(s)* 1908 Remaining Claim No.

Claimant

17

LORRAINE M ELIASON TRUST

ATTN: LORRAINE M ELIASON 10306 COLORADO RD

BLOOMINGTON, MN 55438 847 $10,000.00 503(b)(9) 11-11795 1060

18

MALMSTROM, DAVID A

ELIZABETH MALMSTROM JT TEN

3074 MOUNT RIDGE RD ROSEVILLE, MN 55113-1224

955 $45,000.00 PRI and UNS 00-00000 1060

19

MANSKE, ARNOLD W

CLARICE M MANSKE TTEE

MANSKE JOINT REVOCABLE TRUST

U/A 5/31/95

E 3265 CO O VIROQUA, WI 54665

20

MATZ, DONALD R. 44971 NITCHE LAKE RD.

1090

$10,500.00

UNS

11-11795

1060

PERHAM, MN 56573

21

MUELLER, EILEEIN M

810

$3,200.00

UNS

11-11795

1060

TOD DESIGNATED ACCOUNT 6429 15TH AVE

RICHFIELD MN 55423

* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amount Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all

Page 4 of 7

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) REDUNDANT CLAIMS Redundant Claim to be Expunged Claim Amount/Classification** $5,000.00 UNS 11-11795 1060 Filed In Case(s)* 1442 Remaining Claim No.

Claimant

22

NEWHOUSE, WAYNE JOHN &

NEWHOUSE, MURIEL FRANCES JTWROS TOD 33636 CHESTNUT CIRCLE

MOOSE LAKE, MN 55767-2216 1034 $217,676.00 UNS 11-11796 1060

23

PASCUZZI, PETE

2715 CRYSTAL FALL DR

GARLAND, TX 75044

24

PFLIPSEN, ALFRED H.

1066

No Amt Given**

UNS

11-11795

1060

31322 115TH AVE

SAINT JOSEPH, MN 56374

25

POPP, DEAN R

1198

$25,000.00

UNS

00-00000

1060

2506 VIVIAN ST

DENVER CO 80215

26

RUNK, DENNIS L (ROTH IRA)

806

$53,506.85

UNS

11-11795

1060

FCC AS CUSTODIAN

PO BOX 235

LITTLESTOWN PA 17340-0235

27

SEHY, VICKIE IRA ETRADE CUSTODIAN

1496

$1,000.00

UNS

11-11795

1060

19 ANNETTE PARK DR

BOZEMAN, MT 59715-9206

* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amount Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all

Page 5 of 7

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) REDUNDANT CLAIMS Redundant Claim to be Expunged Claim Amount/Classification** $10,500.00 UNS 11-11795 1060 Filed In Case(s)* 1058 Remaining Claim No.

Claimant

28

SELMAR S. KNUTSON TTEE

SHARON M. KNUTSON TTEE 703 13TH AVE SOUTH

SAINT CLOUD, MN 56301 841 $19,000.00 UNS 11-11795 1060

29

SHI, HUILI

YONG L NEE

3225 OLD BRAINARD ROAD PEPPER PIKE, OH 44124-5626

1146 $7,380,000.00 UNS 11-11795 1060

30

STANDARD GENERAL MASTER FUND L.P.

ATTN: JOSEPH MAUSE

650 MADISON AVENUE, 23RD FLOOR

NEW YORK, NY 10022 1147 $7,770,000.00 UNS 11-11795 1060

31

STANDARD GENERAL OC MASTER FUND L.P.

ATTN: JOSEPH MAUSE

650 MADISON AVENUE, 23RD FLOOR

NEW YORK, NY 10022 837 $52,500.00 11-11795 1060

32

WAYNE SALITA PSP 01/01/2003

WAYNE SALITA TTEE

4615 JEWEL LN N

503(b)(9), PRI, and SEC

PLYMOUTH MN 55446-2451

* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amount Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all

Page 6 of 7

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) REDUNDANT CLAIMS Redundant Claim to be Expunged Claim Amount/Classification** Filed In Case(s)* Remaining Claim No.

Claimant

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)

PERKINS FINANCE CORP.

11-11799 (799)

WILSHIRE RESTAURANT GROUP LLC

11-11800 (800)

PMCI PROMOTIONS LLC

11-11801 (801)

MARIE CALLENDER PIE SHOPS, INC.

11-11802 (802)

MARIE CALLENDER WHOLESALERS, INC.

11-11803 (803)

MACAL INVESTORS, INC.

11-11804 (804)

MCID, INC.

11-11805 (805)

WILSHIRE BEVERAGE, INC.

11-11806 (806)

FIV CORP.

00-00000 (000)

NO DEBTOR AND CASE GIVEN

Claim Class Code Legend UNS Unsecured Claim

PRI

Priority Claim

SEC Secured Claim 503(b)(9) 503(b)(9) Claim

ADM

Administrative Claim

Page 7 of 7