10000018984

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: February 14, 2012 at 4:00 p.m. (ET) Hearing Date: March 1, 2012 at 3:00 p.m. (ET)
REORGANIZED DEBTORS TENTH (10TH) OMNIBUS (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, D, E and F to the proposed form of order (the Proposed Order) attached hereto as Exhibit 2, and request the entry of the Proposed Order disallowing and expunging in full, modifying, reclassifying, or modifying and reclassifying each of the Disputed Claims, as indicated in further detail below and on Exhibits A, B, C, D, E and F to the Proposed Order. In support of this Objection, the Reorganized Debtors rely on the Declaration of Karen Larson-Young in Support of the
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).
2 1
01: 11751882.1
Reorganized Debtors Tenth (10TH) Omnibus (Substantive) Objection to Claims Pursuant to Section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 30071 (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 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 2
01: 11751882.1
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 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 3
01: 11751882.1
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 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 4
01: 11751882.1
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 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 5
01: 11751882.1
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, modifying, reclassifying, or modifying and reclassifying each of the Disputed Claims, as indicated in further detail below and on Exhibits A, B, C, D, E and F 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. Objection A. 20. NO LIABILITY CLAIMS After reconciling each of the Disputed Claims against the Debtors books and
records, the Reorganized Debtors have determined that the Debtors are not liable with respect to the claims identified on Exhibit A to the Proposed Order under the column titled Claim Amount/Classification (collectively, the No Liability Claims). 6
01: 11751882.1
Upon review of the No
Liability Claims, the Reorganized Debtors simply cannot justify these claims as valid. Thus, the Reorganized Debtors believe that the No Liability Claims should be disallowed and expunged in their entirety. Any failure to disallow such claims would result in the applicable claimants receiving an unwarranted recovery against the Debtors estates, to the detriment of other creditors in these Chapter 11 Cases. 21. Accordingly, the Reorganized Debtors hereby object to the No Liability Claims
and request the Court to enter the Proposed Order disallowing and expunging in full each of the No Liability Claims, as provided for on Exhibit A to the Proposed Order. B. 22. OVERSTATED LEASE REJECTION DAMAGES CLAIMS After reconciling each of the Disputed Claims against the Debtors books and
records, the Reorganized Debtors have determined that the claims identified under the column titled Claim Amount/Classification on Exhibit B to the Proposed Order (collectively, the Overstated Lease Rejection Damages Claims) have asserted amounts that are not calculated in accordance with the statutory cap (the Statutory Damages Cap) placed on such claims under section 502(b)(6) of the Bankruptcy Code.3 Stated differently, the Reorganized Debtors believe that the amounts in the Overstated Lease Rejection Damages Claims claimed and asserted to be
Section 502(b)(6) of the Bankruptcy Code provides, in relevant part, that a court shall allow a claim, except to the extent that: If such claim is the claim of a lessor for damages resulting from the termination of a lease of real property, such claim exceeds (A) the rent reserved by such lease, without acceleration, for the greater of one year, or 15 percent, not to exceed three years, of the remaining term of such lease, following the earlier of (i) (ii) the date of the filing of the petition; and the date on which such lessor repossessed, or the lessee surrendered, the leased property; plus
(B) any unpaid rent under such lease, without acceleration, on the earlier of such dates. 11 U.S.C. 502(b)(6).
7
01: 11751882.1
due and owing to the holders thereof as a result of the Debtors rejection of the related leases exceed the Statutory Damages Cap. 23. Section 502(b)(6) of the Bankruptcy Code limits claims for damages resulting
from the rejection of a lease of real property to the rent reserved by the applicable lease, without acceleration, for the greater of (i) one year or (ii) 15% of the remaining term of the applicable Lease (but not to exceed three years) from the Petition Date. See, e.g., In re PPI Enters. (U.S.), Inc., 324 F. 3d 197, 207 (3d Cir. 2003) (Section 502(b)(6) caps a landlords claim in bankruptcy for damages resulting from the termination of a real property lease. Under 502(b)(6), a landlord-creditor is entitled to rent reserved from the greater of (1) one lease year or (2) fifteen percent, not to exceed three years, of the remaining lease term.); In re Foamex Intl, Inc., 368 B.R. 383, 387 (Bankr. D. Del. 2007) (quoting language from the Bankruptcy Code and noting that section 502(b)(6) sets a limit on the amount of damages arising from termination of a lease recoverable by the lessor of real property). 24. Moreover, section 502(b)(6) of the Bankruptcy Code imposes a cap on all
damages arising from the termination of a lease, including damages for nonpayment of rent, maintenance charges, and the costs incurred by a landlord in order to re-let the leased premises. See Kuske v. McSheridan (In re McSheridan), 184 B.R. 91, 102 (9th Cir. BAP 1995) (holding that all damages due to nonperformance [under a lease] are encompassed by [section 502(b)(6)].) (emphasis added); In re Foamex Intl, 368 B.R. at 393-94 (stating with approval the holding of McSheridan that lessors [sic] are entitled to one claim and that claim is limited by Section 502(b)(6) and finding that claimants damages from the failure, if any, by Debtors to perform the maintenance and repair obligations under the Leases are limited by the statutory cap); In re PPI Enters. (U.S.), 228 B.R. at 348 ([T]he 502(b)(6) cap represents the maximum recoverable as a result of the termination of a lease[.]) (citations omitted). 8
01: 11751882.1
25.
In addition, pursuant to section 365(g) of the Bankruptcy Code, a debtors
rejection of an unexpired lease constitutes a breach of such lease immediately before the date of the filing of such debtors chapter 11 petition, thereby dictating that any damages claim asserted on account of such rejection is not only subject to the Statutory Damages Cap, but constitutes a general unsecured claim against the debtors estate. Thus, to the extent that any of the holders of the Overstated Lease Rejection Damages Claims asserted secured, administrative or priority status on account of such claims, the Reorganized Debtors believe that such Overstated Lease Rejection Damages Claims should be reclassified to general unsecured claims, as indicated in the Modified Claim Amount/Classification column on Exhibit B to the Proposed Order. Any failure to do so would award the claimants undue secured, administrative or priority status. 26. Accordingly, because the Overstated Lease Rejection Damages Claims have
asserted amounts in excess of the Statutory Damages Cap and/or have incorrectly asserted secured, administrative or priority status for such claims, the Reorganized Debtors request that such amounts be reduced, and the classification thereof be reclassified, to the amounts and classifications provided for on Exhibit B to the Proposed Order under the column titled Modified Claim Amount/Classification, which amount represents the maximum potential allowed amount of such claims as a result of the Statutory Damages Cap and which classification is consistent with the provisions of section 365 of the Bankruptcy Code. C. 27. MODIFIED AMOUNT CLAIMS The claimants asserting the claims identified under the column titled Claim
Amount/Classification on Exhibit C to the Proposed Order (collectively, the Modified Amount Claims) asserted an amount that was higher than the amount of liability reflected in the books and records of the Debtors. As a result, the amount of these claims should be modified by reducing the amount to the dollar values listed under the column titled Modified Claim 9
01: 11751882.1
Amount/Classification on Exhibit C to the Proposed Order. Any failure to modify the Modified Amount Claims in this manner would result in the applicable claimants receiving an unwarranted 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 Modified Amount
Claims and request the Court to enter the Proposed Order reducing the value of the Modified Amount Claims, as provided for on Exhibit C to the Proposed Order. D. 29. MODIFIED AMOUNT, RECLASSIFIED CLAIMS The claimants asserting the claims identified under the column titled Claim
Amount/Classification on Exhibit D to the Proposed Order (collectively, the Modified Amount, Reclassified Claims) asserted that all or a portion of their claims are entitled to secured, administrative or priority status. After reconciling the Modified Amount, Reclassified Claims against the Debtors books and records, the Reorganized Debtors have determined that the priority level of the Modified Amount, Reclassified Claims should be adjusted. Specifically, the Modified Amount, Reclassified Claims are not entitled, under the Bankruptcy Code or otherwise, to the secured, administrative or priority status set forth in each claimants proof of claim. As a result, the Reorganized Debtors believe that these Modified Amount, Reclassified Claims should be reclassified as indicated in the Modified Claim Amount/Classification column on Exhibit D to the Proposed Order. Any failure to do so would award the claimants undue secured, administrative or priority status to the detriment of other creditors in these Chapter 11 Chases. 30. Additionally, the claimants asserting the Modified Amount, Reclassified Claims
asserted an amount that was higher than the amount of liability reflected in the Debtors books and records. As a result, the Reorganized Debtors believe that the amount of such Modified 10
01: 11751882.1
Amount, Reclassified Claims should be modified by reducing or fixing the amounts thereof to the dollar values listed under the column titled Modified Claim Amount/Classification on Exhibit D to the Proposed Order. Any failure to modify the Modified Amount, Reclassified Claims as set forth herein and on Exhibit D to the Proposed Order will result in the applicable claimant receiving an unwarranted recovery against the Debtors estates to the detriment of other creditors of the Debtors estates. 31. Accordingly, the Reorganized Debtors hereby object to the Modified Amount,
Reclassified Claims and request the Court to enter the Proposed Order reclassifying and reducing the value of the Modified Amount, Reclassified Claims, as provided for on Exhibit D to the Proposed Order. E. 32. MODIFIED AMOUNT, WRONG DEBTOR CLAIMS The claims listed on Exhibit E to the Proposed Order under the column titled
Claim Amount/Classification (collectively, the Modified Amount, Wrong Debtor Claims) were filed by the claimants against the Debtors identified by the case numbers listed under the column titled Filed In Case(s) on Exhibit E to the Proposed Order. Additionally, some of the Modified Amount, Wrong Debtor Claims failed to list any Debtor entity or case number. After reviewing the Debtors books and records, the Reorganized Debtors believe that they have determined the appropriate Debtors that the Modified Amount, Wrong Debtor Claims should have been filed against. As a result, the Reorganized Debtors have listed a new case number for each of the Modified Amount, Wrong Debtor Claims under the column titled Modified Case on Exhibit E to the Proposed Order. The Reorganized Debtors believe that any failure to reassign the Modified Amount, Wrong Debtor Claims to the correct Debtor entities would result in claims being improperly asserted against the estates of certain other Debtors. 33.
01: 11751882.1
In addition, the claimants asserting the Modified Amount, Wrong Debtor Claims 11
asserted an amount that was higher than the amount of liability reflected in the Debtors books and records. As a result, the Reorganized Debtors believe that the amount of these claims should be modified by reducing or fixing the amount to the dollar values listed under the column titled Modified Claim Amount/Classification on Exhibit E to the Proposed Order. Any failure to modify these claims in this manner will result in the applicable claimant receiving an unwarranted recovery against the Debtors estates to the detriment of other creditors in these Chapter 11 Cases. 34. Accordingly, the Reorganized Debtors hereby object to the Modified Amount,
Wrong Debtor Claims and request the Court to enter the Proposed Order reassigning the Modified Amount, Wrong Debtor Claims to the appropriate Debtors and case numbers and reducing the amounts of such Modified Amount, Wrong Debtor Claims, as provided for on Exhibit E to the Proposed Order. F. 35. RECLASSIFIED, WRONG DEBTOR CLAIMS The claimants asserting the claims identified under the column titled Claim
Amount/Classification on Exhibit F to the Proposed Order (collectively, the Reclassified, Wrong Debtor Claims) asserted that all or a portion of their claims are entitled to secured, administrative or priority status. After reconciling the Reclassified, Wrong Debtor Claims
against the Debtors books and records, the Reorganized Debtors have determined that the priority level of the Reclassified, Wrong Debtor Claims should be adjusted. Specifically, the Reclassified, Wrong Debtor Claims are not entitled, under the Bankruptcy Code or otherwise, to the secured, administrative or priority status set forth in each claimants proof of claim. The Reorganized Debtors therefore believe that such Reclassified, Wrong Debtor Claims should be reclassified as indicated in the Modified Claim Amount/Classification column on Exhibit F to the Proposed Order.
01: 11751882.1
Any failure to do so would award the claimants undue secured, 12
administrative or priority status to the detriment of other creditors in these Chapter 11 Cases. 36. Also, the Reclassified, Wrong Debtor Claims were filed by the claimants against
the Debtors identified by the case numbers listed under the column titled Filed In Case(s) on Exhibit F. In addition, some of the Reclassified, Wrong Debtor Claims failed to list any Debtor entity or case number. After reviewing the Debtors books and records, the Reorganized Debtors believe that they have determined the correct Debtor entities that these claims should have been filed against. Consequently, the Reorganized Debtors have listed a new case number for each Reclassified, Wrong Debtor Claim under the column titled Modified Case on Exhibit F to the Proposed Order. The Reorganized Debtors believe that any failure to reassign the Reclassified, Wrong Debtor Claims in this manner would lead to claims being improperly asserted against incorrect Debtor entities. 37. Accordingly, the Reorganized Debtors hereby object to the Reclassified, Wrong
Debtor Claims and request the Court to enter the Proposed Order reclassifying the Reclassified, Wrong Debtor Claims and reassigning such claims to the appropriate case numbers, as provided for on Exhibit F to the Proposed Order. Reservation of Rights 38. 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. The Reorganized Debtors and the Debtors and their estates also reserve any and all rights, claims and defenses with respect to any and all of the Disputed Claims, and nothing included in or omitted from this Objection shall impair, prejudice, waive or otherwise affect any such rights, claims and defenses.
13
01: 11751882.1
Notice 39. 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
14
01: 11751882.1
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: January 31, 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
15
01: 11751882.1
EXHIBIT 1 Larson-Young Declaration
01: 11751882.1
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.
DECLARATION OF KAREN LARSON-YOUNG IN SUPPORT OF THE REORGANIZED DEBTORS TENTH (10TH) OMNIBUS (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 Tenth (10TH) Omnibus (Substantive) Objection to Claims Pursuant to Section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 30071 (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, and the
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).
2
01: 11751882.1
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 Liability Claims, the Overstated Lease Rejection Damages Claims, the Modified Amount Claims, the Modified Amount, Reclassified Claims, the Modified Amount, Wrong Debtor Claims, and the Reclassified, Wrong Debtor Claims, as defined in the Objection and identified on Exhibits A, B, C, D, E and F to the Proposed Order, respectively. 4. The information contained on Exhibits A, B, C, D, E and F to the Proposed Order
is true and correct to the best of my knowledge, information and belief. 5. The Reorganized Debtors have reviewed the Debtors books and records and
determined that the Debtors have no record of any liability on account of the No Liability Claims identified on Exhibit A to the Proposed Order. Accordingly, to prevent the claimants from receiving an unwarranted recovery, to the detriment of other creditors in these Chapter 11 Cases, the Reorganized Debtors seek to expunge and disallow in full the No Liability Claims. 6. After reconciling each of the Disputed Claims against the Debtors books and
records, the Reorganized Debtors have determined that in order to prevent the claimants asserting the Overstated Lease Rejection Damages Claims from receiving an unwarranted recovery and/or undue secured, administrative or priority status, it is necessary to reduce in value
2
01: 11751882.1
and/or reclassify the Overstated Lease Rejection Damages Claims to general unsecured claims, as provided for on Exhibit B to the Proposed Order. 7. After a review of the Debtors books and records, the Reorganized Debtors have
determined that in order to prevent the claimants asserting the Modified Amount Claims from receiving an unwarranted recovery against the Debtors estates, to the detriment of other creditors in these Chapter 11 Cases, it is necessary to reduce in value the Modified Amount Claims, as provided for on Exhibit C to the Proposed Order. 8. The Reorganized Debtors have reviewed the Debtors books and records and
determined that the Modified Amount, Reclassified Claims identified on Exhibit D to the Proposed Order should be modified and reclassified as provided for on Exhibit D in order to prevent the claimants from receiving an unwarranted recovery and undue secured, administrative or priority status, to the detriment of other creditors of the Debtors estates. As a result, the Reorganized Debtors seek to both reduce the value of and reclassify the Modified Amount, Reclassified Claims, as provided for on Exhibit D to the Proposed Order. 9. After reviewing the Debtors books and records, the Reorganized Debtors have
determined that the Modified Amount, Wrong Debtor Claims listed on Exhibit E to the Proposed Order were filed against the wrong Debtor entity or no Debtor entity at all. The Reorganized Debtors therefore seek to reassign the Modified Amount, Wrong Debtor Claims to the case numbers for the appropriate Debtor entities in order to prevent the claims from being improperly asserted against certain other Debtor entities. The Reorganized Debtors have also determined that the Modified Amount, Wrong Debtor Claims should be modified to the amounts listed on Exhibit E to the Proposed Order in order to prevent the claimants from receiving an unwarranted recovery from the Debtors estates.
3
01: 11751882.1
10.
The Reorganized Debtors have reviewed the Debtors books and records and
determined that the Reclassified, Wrong Debtor Claims identified on Exhibit F to the Proposed Order should be reclassified as set forth therein in order to prevent the claimants from receiving undue secured, administrative or priority status. The Reorganized Debtors have also determined that the Reclassified, Wrong Debtor Claims were filed against the incorrect Debtor entity or no Debtor entity at all. Therefore, in an effort to prevent the claimants from receiving undue secured, administrative or priority status and a recovery against the incorrect Debtor entity, the Reorganized Debtors seek to reclassify the Reclassified, Wrong Debtor Claims and assign them to the case numbers for the appropriate Debtor entities, as provided for on Exhibit F to the Proposed Order. 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 January 31, 2012 /s/ Karen Larson-Young Karen Larson-Young Vice President, Finance
4
01: 11751882.1
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.
Objection Deadline: February 14, 2012 at 4:00 p.m. (ET) Hearing Date: March 1, 2012 at 3:00 p.m. (ET)
NOTICE OF REORGANIZED DEBTORS TENTH (10TH) OMNIBUS (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 Tenth (10TH) Omnibus (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) 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 February 14, 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).
2 1
01: 11751882.1
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, modified and/or reclassified 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 MARCH 1, 2012 AT 3:00 P.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.
2
01: 11751882.1
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: January 31, 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
3
01: 11751882.1
EXHIBIT 2 Proposed Order
01: 11751882.1
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 TENTH (10TH) OMNIBUS (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 Tenth (10TH) Omnibus (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, modifying, reclassifying, or modifying and reclassifying each of the Disputed Claims identified on Exhibits A, B, C, D, E and F 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
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: 11751882.1
Courts determination that the relief requested in the Objection is in 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 Liability 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, to the extent provided for on Exhibit B attached hereto, the Overstated Lease Rejection Damages Claims identified on Exhibit B attached hereto are hereby modified by reducing the amounts of such Overstated Lease Rejection Damages Claims to the dollar values listed under the column titled Modified Claim Amount/Classification on Exhibit B attached hereto and reclassified to the priority levels indicated under the column titled Modified Claim Amount/Classification on Exhibit B attached hereto. 4. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and
3007 and Local Rule 3007-1, the Modified Amount Claims identified on Exhibit C attached hereto are hereby modified by reducing the amounts of such Modified Amount Claims to the dollar values listed under the column titled Modified Claim Amount/Classification on Exhibit C attached hereto. 5. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and
3007 and Local Rule 3007-1, the Modified Amount, Reclassified Claims identified on Exhibit D attached hereto are hereby (i) modified by reducing or fixing the amounts of such Modified
2
01: 11751882.1
Amount, Reclassified Claims to the dollar values listed under the column titled Modified Claim Amount/Classification on Exhibit D attached hereto and (ii) reclassified to the priority levels indicated under the column titled Modified Claim Amount/Classification on Exhibit D attached hereto. 6. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and
3007 and Local Rule 3007-1, the Modified Amount, Wrong Debtor Claims identified on Exhibit E attached hereto are hereby (i) modified by reducing or fixing the amounts of such Modified Amount, Wrong Debtor Claims to the dollar values listed under the column titled Modified Claim Amount/Classification on Exhibit E attached hereto and (ii) reassigned to the case numbers (and corresponding Debtors) indicated under the column titled Modified Case on Exhibit E attached hereto. 7. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and
3007 and Local Rule 3007-1, the Reclassified, Wrong Debtor Claims identified on Exhibit F attached hereto are hereby (i) reclassified to the priority levels indicated under the column titled Modified Claim Amount/Classification on Exhibit F attached hereto and (ii) reassigned to the case numbers (and corresponding Debtors) indicated under the column titled Modified Case on Exhibit F attached hereto. 8. 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, 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 shall
3
01: 11751882.1
be reserved, and nothing included in or omitted from the Objection shall impair, prejudice, waive or otherwise affect any such rights, claims and defenses. 9. 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 ____________, 2012
____________________________________ Kevin Gross Chief United States Bankruptcy Judge
4
01: 11751882.1
EXHIBIT A No Liability Claims
01: 11751882.1
201201311018
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) NO LIABILITY CLAIMS
Claimant Reason
2283 $1,810.90 SEC 11-11795
Claim Number Claim Amount/ Classification* Filed In Case(s)*
ADA COUNTY TREASURER
RAY CHACKO $1,810.90
200 W. FRONT ST., ROOM 3191
Based on a review of the supporting documetation filed with the claim, the amounts alleged are due and owing from a third-party franchisee and not the Debtors. As such, the Debtors object to the claim based on no liability.
BOISE, ID 83702
ADA COUNTY TREASURER
2284
$2,002.70
SEC
11-11795
RAY CHACKO $2,002.70
200 W. FRONT ST., ROOM 3191
Based on a review of the supporting documentation filed with the claim, the claim is for property taxes on a store location that belongs to a franchisee and not the Debtors. As such, the Debtors object to the claim based on no liability.
BOISE, ID 83702
ALL AMERICAN FLAG & PENNANT
1943
$561.75
503(b)(9)
11-11795
ATTN: JEFF CLOUD $561.75
5391 PARK BLVD
Based on a review of the supporting documentation filed with this claim, the claim is supported by invoices not reflected on the Debtors books and records. As such, the Debtors object to the claim based on no liability.
PINELLAS PARK, FL 33781
CAL FIRST ENTERPRISES
1847
$36,450.50
UNS
11-11795
ATTN: R F KIRSHNER, CFO $36,450.50
930 EXECUTIVE WAY
REDDING, CA 96002
Based on a review of supporting documentation filed with the claim, the claim is for alleged liability relating to the gift card program which the Debtors have for their franchisees. Based on a review of the Debtors' books and records, there are no amounts owed to this franchisee for the point in time for which the claim was filed. As such, the Debtors object to the claim based on no liability.
* - 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 7
Claimant Reason
CANYON COUNTY TREASURER ATTN: TRACIE LLOYD $3,355.42
900
No Amt Given** $3,355.42
PRI SEC
11-11795
P.O. BOX 1010 CALDWELL, ID 83606
Based on a review of the supporting documentation filed with the claim, the amounts alleged are due and owing from a thirdparty franchisee and not the Debtors. As such, the Debtors object to the claim based on no liability.
CITY OF WACO, WACO INDEPENDENT SCHOOL DISTRICT C/O MCCREARY, VESELKA, BRAGG & ALLEN, P.C. ATTN: MICHAEL REED 700 JEFFREY WAY, SUITE 100 $20,265.19
155
$20,265.19
SEC
11-11795
Based on review of supporting documentation filed with the claim, the claim is for property taxes on real property that the Debtors did not own. As such, the Debtors object to the claim based on no liability.
P.O. BOX 1269 ROUND ROCK, TX 78680

457 $8,333.07 SEC 11-11795
COUNTY OF SAN BERNARDINO
OFFICE OF THE TAX COLLECTOR $8,333.07
ATTN: LINDA SMITH
172 WEST THIRD STREET, 1ST FL
SAN BERNARDINO, CA 92415
Based on a review of the supporting documentation filed with the claim, the claim is for real estate taxes on three parcels of real property in San Bernardino County, CA that the Debtors did not own. Two of the parcels were leased by the Debtors, and the remaining parcel belongs to a third-party franchisee. The claims for the two leased parcels (parcels 0110325151P000 and 101506106P000) were satisfied by the Debtors, in accordance with the terms of their related lease agreements, as the Debtors paid $1,753.50 and $3,849.25 directly to the claimant on 8/31/2011. As such, the Debtors object to $5,602.75 of the claim based on satisfaction, and object to the remaining $2,730.32 of the claim based on no liability.
HENNEPIN COUNTY TREASURER ATTN: VICCI LEE $37,383.41
203
$37,383.41
SEC
11-11795
A600 GOVERNMENT CENTER 300 S 6TH ST MINNEAPOLIS, MN 55487
Claimant Reason
HENNEPIN COUNTY TREASURER ATTN: VICCI LEE $60,425.88
213
$60,425.88
SEC
11-11795
A600 GOVERNMENT CENTER 300 S 6TH ST MINNEAPOLIS, MN 55487 1815 $105.46 503(b)(9) 11-11795
10
JOHNSON SIGN SERV. ATTN: JEANNIE JOHNSON $105.46
1028 17TH N.E. MASON CITY, IA 50401
Based on a review of the supporting documentation filed with this claim, the claim is supported by an invoice not reflected on the Debtors books and records. As such, the Debtors object to the claim based on no liability.
11
MERCED COUNTY TAX COLLECTOR ATTN: MONICA VASQUEZ $9,514.57
891
$9,514.57
SEC
11-11795
2222 M STREET MERCED, CA 95340
12
MINNESOTA DEPARTMENT OF REVENUE ATTN: COMMISSIONER OF REVENUE $1,336.70
2074
$1,336.70
ADM
11-11795
P.O. BOX 64447 - BKY ST PAUL, MN 55164-0447
Based on a review of the supporting documentation filed with the claim, the claim is for penalties and interest on unpaid withholding taxes for the period 6/30/2011. Based on a review of the Debtors' books and records, those withholding taxes were paid as follows: $3,533.43 was paid on 6/10/2011; and $3,503.14 on 6/27/2011. As such, the Debtors object to the claim for penalties based on no liability.
Claimant Reason
13
NUCO2 2800 S.E. MARKET PLACE $579.97
1857
$579.97
UNS
11-11795
STUART, FL 34997
Based on a review of the Debtors books and records, $61.61 of the claim was paid on 12/29/2010; $86.94 on 01/21/2011; $86.37 on 01/28/2011; $29.09 on 02/18/2011; $87.92 on 03/11/2011; $29.09 on 03/18/2011; $11.41 on 04/20/2011; $64.48 on 04/29/2011; $64.88 on 05/13/2011; and $29.20 on 05/18/2011. As such, the Debtors object to $550.99 of the claim based on satisfaction. In addition, $28.98 of the claim is supported by an invoice not reflected on the Debtors books and records. Therefore, the Debtors object to the balance of this claim based on no liability.
14
OKLAHOMA DIV. OF UNCLAIMED PROPERTY ATTN: ROBERT KNIGHT
534
No Amt Given**
UNS
11-11795
4545 N. LINCILN BLVD. SUITE 106 OKLAHOMA CITY, OK 73105-3413 1934 $21,699.30 PRI 11-11795
Based on a review of the Debtors' books and records, nothing is owing to this claimant. As such, the Debtors object to the claim based on no liability.
15
OTTER TAIL COUNTY TREASURER ATTN: STEVE ANDREWS $21,699.30
GOVERNMENT SERVICES CENTER 570 FIR AVE. W. FERGUS FALLS, MN 56537 1848 $688.50 503(b)(9) and PRI
Based on a review of the Debtors' books and records, the claim was satisfied as follows: $11,159.64 was paid on 8/26/2011; $206.66 on 9/08/2011; and $10,333.00 on 10/07/2011. As such, the Debtors object to the claim based on satisfaction.
16
OUR TOWN MAGAZINE ATTN: BRIE TYLER $688.50
11-11795
1734 HIGHWAY 95-SUITE 101 BULLHEAD CITY, AZ 86442-6999
Based on a review of supporting documentation filed with the claim, the claim includes invoices not reflected on the Debtors' books and records. As such, the Debtors object to the claim based on no liability.
Claimant Reason
17
PINELLAS COUNTY TAX COLLECTOR ATTN: ROBIN FERGUSON, CFCA, TAX MANAGER $17,180.88
506
$17,180.88
SEC
11-11795
P O BOX 10834 CLEARWATER, FL 33757-8834
18
RIVERSIDE COUNTY TAX COLLECTOR ATTN: SHEREE RAPHAEL $19,749.77
524
$19,749.77
SEC
11-11795
4080 LEMON ST, 4TH FLOOR RIVERSIDE, CA 92501
Based on a review of the Debtors' books and records, $8,157.55 of this claim was paid on 8/17/2011. As such, the Debtors object to $8,157.55 of the claim based on satisfaction. Based on a review of the supporting documentation filed with the claim, the balance of the claim, $11,592.22, is for taxes on a store that was the property of a third party franchisee and not the Debtors. As such, the Debtors object to $11,592.22 of the claim based on no liability.
19 $4,273.50 $4,273.50 PRI
SHERIFF OF MARSHALL COUNTY
805
$0.00
503(b)(9)
11-11795
MARSHALL COUNTY COURTHOUSE
ATTN: AMY WOJTOWICZ
600 7TH STREET
MOUNDSVILLE, WV 26041 1827 $532.50 UNS 11-11795 Based on a review of the supporting documentation filed with the claim, the claim is supported by invoices not reflected on the Debtors books and records. As such, the Debtors object to the claim based on no liability.
20
SIERRA LIQUIDITY FUND, LLC - ASSIGNEE &
ATT-IN-FACT FOR WELKER'S ELECTRIC ASSIGNOR 2699 WHITE RD - SUITE 255 $532.50
IRVINE, CA 92614
Claimant Reason
21
STATE OF NEW JERSEY DIVISION OF TAXATION $5,000.00
949
$5,000.00
PRI
11-11795
ATTN: VALARIE WALACHY COMPLIANCE ACTIVITY P O BOX 245
TRENTON, NJ 08695
2156 $7,048.06 PRI 11-11795
Based on a review of the supporting documentation filed with the claim, the claim is an estimate for taxes covering a period prior to the Petition Date. Based on a review of the Debtors' books and records, the returns were filed as required on 8/01/2011 and 10/07/2011, respectively, and all taxes remitted therewith. As such, the Debtors' object to the claim based on satisfaction.
22
STEPHENS, CYNTHIA L.
P.O. BOX 3814 $7,048.06
LAKE WALES, FL 33859
Based on a review of the Debtors books and records, there is nothing owing to this claimant. As such, the Debtors object to the claim based on no liability.
23
TREASURER - TWIN FALLS COUNTY
705
$3,215.20
ATTN: DEBBIE KAUFFMAN $3,215.20
PRI and SEC
11-11795
BOX 88
TWIN FALLS, ID 83303-0088
24
VALLEY YELLOW PAGES
1865
$3,896.01
UNS
11-11795
ATTN: HAL ENNIS $3,896.01
DEPT 33302
Based on a review of the supporting documentation filed with the claim, the claim is supported by invoices not reflected on the Debtors books and records. As such, the Debtors object to the claim based on no liability.
P.O. BOX 39000
SAN FRANCISCO, CA 94139-3302 897 $20.00 $871.02 $851.02 PRI UNS 11-11795
25
VIRGINIA DEPARTMENT OF TAXATION
P.O. BOX 2156
RICHMOND, VA 23218-2156
Based on a review of the supporting documentation filed with the claim, the claim is for corporate income taxes due upon filing of the 2010 tax return. Based on a review of the Debtors' books and records, the return was filed on 10/07/2011 and reflected a zero tax liability. As such, the Debtors object to the claim based on no liability.
Claimant Reason
201201311018
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 7 of 7
EXHIBIT B Overstated Lease Rejection Damages Claims
01: 11751882.1
201201300946
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) OVERSTATED LEASE REJECTION DAMAGES CLAIMS
Claimant Reason
1534 $135,404.37 $141,160.43 $108,267.57 UNS $108,267.57 UNS $5,756.06 ADM 11-11795 $0.00 ADM
Modified Claim Amount/ Classification
ERETZ LLC
ATTN: SALLY RUBENSTEIN
2885 KNOX AVENUE SOUTH, #505
MINNEAPOLIS, MN 55408
Section 502(b)(6) of the Bankruptcy Code limits claims for damages resulting from the rejection of a lease of real property to the rent reserved by the applicable lease, without acceleration, for the greater of (i) one year or (ii) 15% of the remaining term of the applicable lease (but not to exceed three years) from the Petition Date, plus any unpaid rent due under such lease, without acceleration, on the Petition Date. Based on a review of the Debtors books and records, unpaid rent is owed to this claimant for the period from June 1 through June 12, 2011 in the amount of $1,439.02. Therefore, pursuant to section 502(b)(6) of the Bankruptcy Code, the Debtors believe that the rejection damages should be capped at $108,267.57. Further, rent for the period from June 13 through July 31 was paid as follows: $5,407.91 was paid on 12/14/2011 pursuant to check number 1251488; and $348.15 was paid on 12/27/2011 pursuant to check number 1252704. As such, the Debtors object to the administrative portion of this claim based on satisfaction.
Claimant Reason
HACOPIAN, VAHE AND HACOPIAN, ARMINEH G., AS TRUSTEES OF THE HACOPIAN LIVING TRUST DATED C/O GOURJIAN LAW GROUP, P.C. ATTN: VARAND GOURJIAN, ESQ. $25,889.55 $0.00
1472
$25,889.55
ADM
11-11801
$0.00 ADM
101 N. BRAND BLVD., SUITE 1220 GLENDALE, CA 91203
Based on a review of the supporting documentation filed with the claim, the claim is for post petition rent and costs. Based on a review of the Debtors' books and records, rent for the period June 13 through July 31, 2011, was paid as follows: $23,283.95 was paid on 12/14/2011 pursuant to check number 1242035; $1,012.35 was paid on 12/27/2011 pursuant to check number 1242837; and $1,593.25 was paid on 1/06/2011 pursuant to a wire transfer. As such, the Debtors object to the claim based on satisfaction.
Claimant Reason
3
$121,549.66 $72,953.07 UNS
HACOPIAN, VAHE AND HACOPIAN, ARMINEH G., AS TRUSTEES OF THE HACOPIAN LIVING TRUST DATED C/O GOURJIAN LAW GROUP, P.C. ATTN: VARAND GOURJIAN, ESQ. $147,439.21 $72,953.07
1475
$25,889.55
ADM UNS
11-11801
$0.00 ADM
101 N. BRAND BLVD., SUITE 1220 GLENDALE, CA 91203
Section 502(b)(6) of the Bankruptcy Code limits claims for damages resulting from the rejection of a lease of real property to the rent reserved by the applicable lease, without acceleration, for the greater of (i) one year or (ii) 15% of the remaining term of the applicable lease (but not to exceed three years) from the Petition Date, plus any unpaid rent due under such lease, without acceleration, on the Petition Date. Based on a review of the Debtors books and records, unpaid rent is owed to this claimant for the period from June 1 through June 12, 2011 in the amount of $6,074.08. Therefore, pursuant to section 502(b)(6) of the Bankruptcy Code, the Debtors believe that the claim should be capped at $72,953.07. Further, rent for the period June 13 through July 31, $25.889.55, was paid as follows: $23,283.95 was paid on 12/14/2011 pursuant to check number 1242035; $1,012.35 was paid on 12/27/2011 pursuant to check number 1242837; and $1,593.25 was paid on 1/06/2011 pursuant to a wire transfer. As such, the Debtors object to the administrative portion of this claim based on satisfaction.
Claimant Reason
4
$4,948.27 UNS
TOM, SEE S. AND ELAINE 352 SHORELINE HIGHWAY $21,082.65 $4,948.27
1473
$21,082.65
SEC
00-00000
$0.00 SEC
MILL VALLEY, CA 94941
Based on a review of the supporting documentation filed with the claim, the claim is for rent from June 1 through July 31, 2011. Based on a review of the Debtors' books and records, rent for the period June 13 through July 31, 2011, was paid as follows: $15,152.18 was paid on 12/14/2011 pursuant to check numbers 1251495 and 1251496; and $982.20 was paid on 12/27/2011 pursuant to check numbers 1252706 and 1252707. As such, the Debtors object to $16,134.38 of the claim based on satisfaction. The remainder of the claim should be a general unsecured claim for unpaid prepetition rent.
Claimant Reason
201201300946
11-11798 (798)
11-11799 (799) 11-11800 (800)
11-11801 (801)
11-11802 (802) 11-11803 (803)
11-11804 (804)
MCID, INC.
11-11805 (805) 11-11806 (806)
00-00000 (000)
ADM
Page 5 of 5
EXHIBIT C Modified Amount Claims
01: 11751882.1
201201311016
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) MODIFIED AMOUNT CLAIMS
Claimant Reason
1952 $5,661.36 UNS 11-11801 $4,407.45 UNS
AAA FIRE PROTECTION SERVICES
ATTN: BRIAN PATTERSON $5,661.36 $4,407.45
P.O. BOX 3626
HAYWARD, CA 94540
Based on a review of the supporting documentation filed with this claim, $1,254.11 of the claim is supported by invoices not reflected on the Debtors books and records. As such, the Debtors object to $1,254.11 of the claim based on no liability.
ARIZONA CUTLERY
1972
$773.50
UNS
11-11801
$612.50 UNS
ATTN: KEVIN POVINELLI $773.50 $612.50
12620 N CAVE CREEK RD #4
PHOENIX, AZ 85022
Based on a review of the Debtors books and records, $141.00 of the claim was paid on 4/7/2011; and $13.50 of the claim was paid on 12/8/2010. As such, the Debtors object to $154.50 of the claim based on satisfaction.
CENTRAL VALLEY REFRIGERATION
2021
$2,751.94
503(b)(9)
11-11801
$297.00 503(b)(9) $302.73 UNS
ATTN: DAVE KINARD $2,751.94
P.O. BOX 1567 $599.73
TULARE, CA 93275
Based on a review of the supporting documentation filed with the claim, $2,152.21 of this claim is supported by invoices that are also included, and allowed, in claim number 1862. As such, the Debtors object to $2,152.21 of the claim as duplicative.
CHARTER MEDIA ATTN: RITA MCMAHON $21,695.43
2151
$21,695.43
UNS
11-11795
$16,297.11 UNS
P.O. BOX 78876 MILWAUKEE, WI 53278-0876
$16,297.11
Based on a review of the supporting documentation filed with the claim, $5,398.32 of the claim is supported by invoices not reflected on the Debtors books and records. As such, the Debtors object to $5,398.32 of the claim based on no liability.
Claimant Reason
CLAIMS RECOVERY GROUP LLC AS ASSIGNEE OF ELITE SYSTEMS, INC. $3,070.52 $1,052.91
2055
$3,070.52
UNS
11-11801
$1,052.91 UNS
ATTN: ALLISON AXENROD 92 UNION AVENUE CRESSKILL, NJ 07626
CLAIMS RECOVERY GROUP LLC
2056
$4,445.93
UNS
11-11795
$4,370.36 UNS
AS ASSIGNEE OF AIRE-MASTER OF AMERICA, $4,445.93 $4,370.36
ATTN: ALLISON AXENROD
92 UNION AVENUE
CRESSKILL, NJ 07626
Based on a review of the Debtors books and records, $41.78 of the claim was paid on 09/08/2010; and $33.79 of the claim was paid on 09/08/2010. As such, the Debtors object to $75.57 of the claim based on satisfaction.
FAIR HARBOR CAPITAL, LLC
1826
$2,234.13
UNS
11-11795
$471.87 UNS
AS ASSIGNEE OF AMERICAN QUALITY $2,234.13 $471.87
P.O. BOX 237037
NEW YORK, NY 10023
Based on a review of the Debtors books and records, $749.42 of the claim was paid on 07/27/2011. As such, the Debtors object to $749.42 of the claim based on satisfaction. In addition, $1,012.84 of the claim is supported by invoices not reflected on the Debtors books and records; therefore, the Debtors object to $1,012.84 of the claim based on no liability.
FAIR HARBOR CAPITAL, LLC AS ASSIGNEE OF AMERICAN CARPET $2,166.75
1830
$2,166.75
UNS
11-11795
$1,605.00 UNS
P.O. BOX 237037 NEW YORK, NY 10023
$1,605.00
Based on a review of the supporting documentation filed with the claim, $561.75 of the claim is supported by invoices not reflected on the Debtors books and records. As such, the Debtors object to $561.75 of the claim based on no liability.
Claimant Reason
G & R MECHANICAL INC. ATTN: STACY DIETRICH $2,325.56 $1,859.40
1812
$2,325.56
UNS
11-11795
$1,859.40 UNS
311 RUTH RD. HARLEYSVILLE, PA 19438
10
IOWA OUTDOOR PRODUCTS
1978
$456.86
UNS
11-11795
$228.43 UNS
ATTN: DUSTIN DEENY $456.86 $228.43
3200 86TH ST.
DES MOINES, IA 50322
Based on a review of the supporting documentation filed with the claim, $228.43 of the claim is supported by an invoice not reflected on the Debtors books and records. As such, the Debtors object to $228.43 of the claim based on no liability.
11
JOURNAL BROADCAST GROUP
2041
$33,524.10
UNS
11-11795
$6,370.75 UNS
ATTN: MICHAEL G WHEALON $33,524.10 $6,370.75
333 WEST STATE ST.
MILWAUKEE, WI 53201
12
LIQUIDITY SOLUTIONS, INC. AS ASSIGNEE OF
1837
$1,225.00
UNS
11-11801
$1,000.00 UNS
FAMILY PLANNER $1,225.00 $1,000.00
ATTN: MICHAEL HANDLER
ONE UNIVERSITY PLAZA, STE 312
HACKENSACK, NJ 07601
Based on a review of the supporting documentation filed with the claim, $225.00 of the claim is supported by an invoice not reflected on the Debtors books and records. As such, the Debtors object to $225.00 of the claim based on no liability.
Claimant Reason
13
MCDOWELL MARKETING, INC. ATTN: CAROL W MCDOWELL $421.99 $132.52
2023
$421.99
UNS
11-11795
$132.52 UNS
3080 STAGE POST DR #102 MEMPHIS, TN 38133
Based on a review of the supporting documentation filed with the claim, $289.47of the claim is supported by invoices not reflected on the Debtors books and records. As such, the Debtors object to $289.47 of the claim based on no liability.
14
NEWS WEST PUBLISHING
1929
$2,380.97
UNS
11-11795
$257.00 UNS
ATTN: PAUL STUBLER $2,380.97 $257.00
2435 MIRACLE MILE
BULLHEAD CITY, AZ 86442
No supporting documentation was filed with this claim. Based on a review of the Debtors' books and records, only $257.00 is owing to this claimant. As such, the Debtors object to $2,123.97 of the claim based on no liability.
15
ON THE SPOT APPLIANCE SERVICE
2038
$367.72
UNS
11-11795
$140.00 UNS
135 W MAIN ST $367.72 $140.00
SUITE O
OWATONNA, MN 55060-2990
Based on a review of the Debtors books and records, $181.19 of the claim was paid on 6/3/11; and $46.03 on 7/27/11. As such, the Debtors object to $227.22 of the claim based on satisfaction.
16
1131
$24,159.38
PRI
11-11795
$611.48 PRI
ORANGE COUNTY TREASURER - TAX COLLECTOR ATTN: RATNA D. BUTANI
$1,740.91
UNS
$0.00 UNS
P.O. BOX 1438 $25,900.29 $611.48
SANTA ANA, CA 92702
Based on a review of the Debtors' books and records, $21,451.19 of this claim was paid on 8/31/2011. As such, the Debtors object to $21,451.19 of the claim based on satisfaction. Additionally, based on a review of the supporting documentation filed with the claim, the claim includes assessments in the amounts of $2,096.71 and $1,740.91 that are not reflected on the Debtors' books and records; therefore, the Debtors object to $3,837.62 of the claim based on no liability.
Claimant Reason
17
PINELLAS COUNTY TAX COLLECTOR ATTN: ROBIN FERGUSON, CFCA, TAX MANAGER $7,555.10 $6,856.31
503
$7,555.10
SEC
11-11795
$6,856.31 SEC
P O BOX 10834 CLEARWATER, FL 33757-8834
Based on a review of the supporting documentation filed with the claim, the claim is for 2011 estimated tangible tax on three locations in Pinellas County. One of the locations included in the claim is that of a third party franchisee and not the Debtors. As such, the Debtors object to $698.79 of the claim based on no liability.
18 $58,446.20 $62,163.44 $28,916.16 UNS $28,181.94 UNS
R.W. SMITH & COMPANY
1938
$3,717.24
503(b)(9)
11-11801
$734.22 503(b)(9)
ATTN: ROBERT REED
P.O. BOX 51847
LOS ANGELES, CA 90051-6147
Based on a review of the Debtors books and records, $211.48 of the claim was paid on 4/13/2011; $157.10 on 3/30/2011; $104.92 on 3/25/2011; $19.67 on 3/16/2011; $47.59 on 3/2/2011; $390.82 on 1/19/2011; $56.56 on 12/29/2010; $158.68 on 12/17/2010; and $78.29 on 10/8/2010. As such, the Debtors object to $1,225.11 of the claim based on satisfaction. Based on a review of the supporting documentation filed with this claim, $32,022.17 of the claim is supported by invoices not reflected on the Debtors' books and records. As such, the Debtors object to $32,022.17 of the claim based on no liability. $2,084.00 UNS
19
SONAR CREDIT PARTNERS, LLC
1993
$2,326.50
UNS
11-11801
AS ASSIGNEE OF AMERICHEK INC $2,326.50 $2,084.00
ATTN: MICHAEL GOLDBERG
200 BUSINESS PARK DRIVE, SUITE 201
ARMONK, NY 10504
Based on a review of the supporting documentation filed with the claim, $242.50 of the claim is supported by an invoice for services completed postpetition. As such, the Debtors object to $242.50 of the claim based on the fact that the charges are for post-petition services.
Claimant Reason
20
SOURCE LOGISTICS TRANSPORTATION ALLIANCE BANK $2,392.78 $1,010.82
2014
$2,392.78
UNS
11-11795
$1,010.82 UNS
ATTN: TIM HILL P.O. BOX 150290 OGDEN, UT 84415-0292
Based on a review of the Debtors' books and records, $856.96 of the claim was paid on 9/16/2011 and $250.00 was paid on 9/2/2011. As such, the Debtors object to $1,106.96 of the claim based on satisfaction. In addition, there was no supporting documentation for $275.00 of the claim; therefore, the Debtors object to $275.00 of the claim based on no liability.
21
SPOKANE COUNTY TREASURER
1913
$5,899.36
SEC
11-11795
$2,344.24 SEC
ATTN: MINDY ENSIGN $5,899.36 $2,344.24
PO BOX 2165
SPOKANE, WA 99210-2165
Based on a review of the supporting documentation filed with the claim, the claim is for personal property taxes levied on four different locations. Based on a review of the Debtors' books and records, three of the locations for which tax statements are included are for stores belonging to third-party franchisees of the Debtors. As such, the Debtors object to $3,555.12 of the claim based on no liability. $5,820.00 UNS
22
TRIODYNE INC.
1828
$11,631.49
UNS
11-11795
ATTN: CHRIS ANN SMITH $11,631.49 $5,820.00
450 SKOKIE BLVD.
NORTHBROOK, IL 60062
23
WEST COAST GASKETS, LLC
2042
$1,633.00
UNS
11-11801
$1,013.00 UNS
ATTN: ROD SNYDER $1,633.00 $1,013.00
10741 SHERMAN WAY, #3
SUN VALLEY, CA 91352
Claimant Reason
201201311016
11-11798 (798)
11-11799 (799) 11-11800 (800)
11-11801 (801)
11-11802 (802) 11-11803 (803)
11-11804 (804)
MCID, INC.
11-11805 (805) 11-11806 (806)
00-00000 (000)
ADM
Page 7 of 7
EXHIBIT D Modified Amount, Reclassified Claims
01: 11751882.1
201201301027
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) MODIFIED AMOUNT, RECLASSIFIED CLAIMS
Claimant Reason
849 $10,543.98 UNS $16,270.29 $10,543.98 $16,270.29 503(b)(9) 11-11795 $0.00 503(b)(9)
NATIONAL HVAC SERVICE
ATTN: JOSEPH V. AURILLO JR.
1835 NONCONNAH BLVD ST 173
MEMPHIS, TN 38671
Based on a review of the supporting documentation filed with the claim, the claim includes amounts owed for services and for goods not received within 20 days prior to the Petition Date, and pursuant to section 503(b)(9) of the Bankruptcy Code, only goods received within the 20 days prior to the Petition Date are valid priority claims. As such, the entire claim must be reclassified to an general unsecured claim. In addition, the valid 503(b)(9) portion of the claim, $171.48, was paid on 8/05/2011. As such, the Debtors object to $171.48 of the claim based on satisfaction. Furthermore, $5,554.83 of the claim is supported by invoices not reflected on the Debtors' books and records.
948
$672.25
503(b)(9)
00-00000
$0.00 503(b)(9)
$215.89 UNS
PEARSON LAWN AND WOOD ATTN: BRENT S. PEARSON $672.25
34181 STATE HIGHWAY 34 DETROIT LAKES, MN 56501
$215.89
Based on a review of supporting documetation filed with the claim, the claim includes amounts owed solely for services and for goods not received within 20 days prior to the Petition date, and pursuant to section 503(b)(9) of the Bankruptcy Code, only goods received within the 20 days prior to the Petition Date are valid priority claims. As such, the entire claim must be reclassified to a general unsecured claim. In addition, based on a review of the Debtors' books and records, $456.36 of the claim is supported by invoices on account of post petition services and was paid as follows: $325.97 on 8/31/2011; and $130.39 on 8/31/2011; therefore, the Debtors object to $456.36 of the claim based on satisfaction.
Claimant Reason
3
$500.00 UNS
SAN JUAN LANDSCAPE ATTN: GUILLERMO SAN JUAN $2,080.00 $500.00
876
No Amt Given** $2,080.00
503(b)(9) UNS
11-11795
$0.00 503(b)(9)
6215 WEST 8TH AVENUE LAKEWOOD, CO 80214
Based on review of supporting documentation filed with the claim, the claim includes amounts owed solely for goods not received within 20 days prior to the Petition Date, and pursuant to section 503(b)(9) of the Bankruptcy Code, only goods received within the 20 days prior to the Petition Date are valid priority claims. As such, the entire claim must be reclassified to a general unsecured claim. In addition, $1,580.00 of the claim is supported by invoices not reflected on the Debtors books and records.
SOUTHWESTERN BAKERY SERVICES
431
$7,882.67
503(b)(9)
11-11801
$0.00 503(b)(9) $2,488.21 UNS
ATTN: MARK A. RICHARDSON $7,882.67
P.O. BOX 8354 $2,488.21
LA CRESCENTA, CA 91224
Based on a review of the supporting documentation filed with the claim, the claim includes amounts for services and for goods not received within 20 days prior to the Petition Date, and pursuant to section 503(b)(9) of the Bankruptcy Code, only goods received within the 20 days prior to the Petition Date are valid priority claims. As such, the entire claim must be reclassified to a general unsecured claim. In addition, based on a review of the Debtors' books and records, $850.00 of the claim was paid on 12/08/2010. As such, the Debtors object to $850.00 of the claim based on satisfaction. In addition, $4,550.46 of the claim is supported by invoices not reflected on the Debtors books and records; therefore, the Debtors object to $4,550.46 of the claim based on no liability.
Claimant Reason
201201301027
11-11798 (798)
11-11799 (799) 11-11800 (800)
11-11801 (801)
11-11802 (802) 11-11803 (803)
11-11804 (804)
MCID, INC.
11-11805 (805) 11-11806 (806)
00-00000 (000)
ADM
Page 3 of 3
EXHIBIT E Modified Amount, Wrong Debtor
01: 11751882.1
201201301044
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) MODIFIED AMOUNT, WRONG DEBTOR CLAIMS
Claimant Reason
428 $1,551.30 $4,155.57 $2,131.57 UNS $1,500.16 UNS $2,604.27 PRI 00-00000 $631.41 PRI 11-11795
Claim Number Claim Amount/ Classification* Filed In Case(s)* Modified Case*
Modified Claim Amount/Classification
CITY OF NORTON SHORES
ATTN: CHRISTINA ERICKSEN
2743 HENRY ST.-302
MUSKEGON, MI 49441
Based on a review of the supporting documentation filed with the claim, the claim is for taxes in the amount of $2,604.27 and utilities in the amount of $1,551.30. Based on a review of the Debtors' books and records, $1,972.86 of the tax claim was paid on 8/26/2011; therefore the Debtors object to $1,972.86 of the claim based on satisfaction. In addition, $51.14 of the utility claim was paid on 8/05/2011. Therefore the Debtors object to $51.14 of the utility claim. Finally, the claim should be reassigned to case 795.
PETALON LANDSCAPE MANAGEMENT, INC.
1073
$3,277.04
UNS
11-11795
$1,111.04 UNS
11-11801
ATTN: JON LINN $3,277.04 $1,111.04
1766 ROGERS AVENUE
SAN JOSE, CA 95112
Based on a review of supporting documentation filed with this claim, $2,166.00 of the claim is supported by invoices not reflected on the Debtors books and records. As such, the Debtors object to $2,166.00 of the claim based on no liability. Additionally, the claim should be reassigned to case 801.
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) MODIFIED AMOUNT, WRONG DEBTOR CLAIMS
Claimant Reason
201201301044
11-11798 (798)
11-11799 (799) 11-11800 (800)
11-11801 (801)
11-11802 (802) 11-11803 (803)
11-11804 (804)
MCID, INC.
11-11805 (805) 11-11806 (806)
00-00000 (000)
ADM
Page 2 of 2
EXHIBIT F Reclassified, Wrong Debtor Claims
01: 11751882.1
201201301017
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) RECLASSIFIED, WRONG DEBTOR CLAIMS
Claimant Reason
269 $360.00 UNS $360.00 $360.00 PRI and UNS 11-11795, 11-11798 $0.00 PRI 11-11801
ALL CLEAR WINDOW CLEANING
ATTN: FRANK RINCON $360.00
8012 CAYMUS DRIVE
SACRAMENTO, CA 95829
Based on review of supporting documentation filed with the claim, the claim is not entitled to priority under the Bankruptcy Code or otherwise, as the claim is for prepetition services provided by a third party who was not an employee of the Debtors. As such, the entire claim must be reclassified to a general unsecured claim. Additionally, the claim should be reassigned to case 801.
ALVAREZ, BENJAMIN B.
1209
$400.00
503(b)(9) 11-11795
$0.00 503(b)(9) 11-11801 $400.00 UNS
4926 CACHE PEAK DR $400.00
ANTIOCH, CA 94531 $400.00
Based on review of the supporting documentation filed with the claim, the claim includes amounts owed solely for services, and pursuant to section 503(b)(9) of the Bankruptcy Code, only goods received within the 20 days prior to the Petition Date are valid priority claims. As such, the entire claim must be reclassified to a general unsecured claim. Additionally, the claim should be reassigned to case 801.
Claimant Reason
3
$375.00 UNS
PAVEMENT SPECIALTIES OF IDAHO INC ATTN: KEITH LEWIS $375.00 $375.00
735
$375.00
503(b)(9) 11-11795
$0.00 503(b)(9) 11-11801
4850 HENRY ST. BOISE, ID 83709
Based on review of the supporting documentation filed with the claim, the claim includes amounts owed solely for services, and pursuant to section 503(b)(9) of the Bankruptcy Code, only goods received within the 20 days prior to the Petition Date are valid priority claims. As such, the entire claim must be reclassified to a general unsecured claim. Additionally, the claim should be reassigned to case 801.
RCR & ASSOCIATES
1231
$109.05
503(b)(9) 11-11799
$0.00 503(b)(9) 11-11801 $109.05 UNS
ATTN: SHARLA CROSBY $109.05
1155 ANDREW LANE $109.05
CORONA, CA 92881
Based on review of the supporting documentation filed with the claim, the claim includes amounts owed solely for services and for goods not received within 20 days prior to the Petition Date, and pursuant to section 503(b)(9) of the Bankruptcy Code, only goods received within the 20 days prior to the Petition Date are valid priority claims. As such, the entire claim must be reclassified to a general unsecured claim. Additionally, the claim should be reassigned to case 801.
TREASURER - CASCADE TOWNSHIP
597
$1,950.60
ATTN: KENNETH B. PEIRCE $1,950.60
PRI and SEC
00-00000
$0.00 PRI $1,950.60 SEC $1,950.60
11-11795
2865 THORNHILLS AVE SE
GRAND RAPIDS, MI 49546-7192
Based on a review of the supporting documentation filed with the claim, the claim is for taxes secured by equipment and fixtures within one of the Debtors' locations. As such, the claim should be classified as secured. Additionally, the claim should be assigned to case 795.
Claimant Reason
201201301017
11-11798 (798)
11-11799 (799) 11-11800 (800)
11-11801 (801)
11-11802 (802) 11-11803 (803)
11-11804 (804)
MCID, INC.
11-11805 (805) 11-11806 (806)
00-00000 (000)
ADM
Page 3 of 3

10000018984

Uploaded by

Document Information

Original Description:

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

10000018984

Uploaded by

Copyright:

Available Formats

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.

Upon review of the No

In addition, pursuant to section 365(g) of the Bankruptcy Code, a debtors

Any failure to do so would award the claimants undue secured, 12

EXHIBIT 1 Larson-Young Declaration

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

EXHIBIT 2 Proposed Order

____________________________________ Kevin Gross Chief United States Bankruptcy Judge

EXHIBIT A No Liability Claims

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

ADA COUNTY TREASURER

RAY CHACKO $1,810.90

200 W. FRONT ST., ROOM 3191

ADA COUNTY TREASURER

RAY CHACKO $2,002.70

200 W. FRONT ST., ROOM 3191

ALL AMERICAN FLAG & PENNANT

ATTN: JEFF CLOUD $561.75

5391 PARK BLVD

PINELLAS PARK, FL 33781

CAL FIRST ENTERPRISES

ATTN: R F KIRSHNER, CFO $36,450.50

930 EXECUTIVE WAY

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

CANYON COUNTY TREASURER ATTN: TRACIE LLOYD $3,355.42

No Amt Given** $3,355.42

P.O. BOX 1010 CALDWELL, ID 83606

P.O. BOX 1269 ROUND ROCK, TX 78680

COUNTY OF SAN BERNARDINO

OFFICE OF THE TAX COLLECTOR $8,333.07

ATTN: LINDA SMITH

172 WEST THIRD STREET, 1ST FL

SAN BERNARDINO, CA 92415

HENNEPIN COUNTY TREASURER ATTN: VICCI LEE $37,383.41

A600 GOVERNMENT CENTER 300 S 6TH ST MINNEAPOLIS, MN 55487

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

HENNEPIN COUNTY TREASURER ATTN: VICCI LEE $60,425.88

JOHNSON SIGN SERV. ATTN: JEANNIE JOHNSON $105.46

1028 17TH N.E. MASON CITY, IA 50401

MERCED COUNTY TAX COLLECTOR ATTN: MONICA VASQUEZ $9,514.57

2222 M STREET MERCED, CA 95340

MINNESOTA DEPARTMENT OF REVENUE ATTN: COMMISSIONER OF REVENUE $1,336.70

P.O. BOX 64447 - BKY ST PAUL, MN 55164-0447

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

NUCO2 2800 S.E. MARKET PLACE $579.97

OKLAHOMA DIV. OF UNCLAIMED PROPERTY ATTN: ROBERT KNIGHT

OTTER TAIL COUNTY TREASURER ATTN: STEVE ANDREWS $21,699.30

OUR TOWN MAGAZINE ATTN: BRIE TYLER $688.50

1734 HIGHWAY 95-SUITE 101 BULLHEAD CITY, AZ 86442-6999

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

P O BOX 10834 CLEARWATER, FL 33757-8834

RIVERSIDE COUNTY TAX COLLECTOR ATTN: SHEREE RAPHAEL $19,749.77

4080 LEMON ST, 4TH FLOOR RIVERSIDE, CA 92501

19 $4,273.50 $4,273.50 PRI

SHERIFF OF MARSHALL COUNTY

MARSHALL COUNTY COURTHOUSE

ATTN: AMY WOJTOWICZ

600 7TH STREET

SIERRA LIQUIDITY FUND, LLC - ASSIGNEE &

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

STATE OF NEW JERSEY DIVISION OF TAXATION $5,000.00

ATTN: VALARIE WALACHY COMPLIANCE ACTIVITY P O BOX 245