10000009209

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ------------------------------------------------------------- X In re: MERVYNS HOLDINGS, LLC, et al.
,1 Debtors. ------------------------------------------------------------- X SUMMARY OF EIGHTH MONTHLY APPLICATION OF COOLEY GODWARD KRONISH LLP, LEAD COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD MARCH 1, 2009 THROUGH MARCH 31, 2009 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Cooley Godward Kronish LLP The Official Committee of Unsecured Creditors September 24, 2008 nunc pro tunc to August 7, 2008 Chapter 11 Case No.: 08-11586 (KG)
Hearing Date: TBD if necessary Objection Deadline: May 11, 2009 at 4:00 p.m.
Period for which compensation and reimbursement is sought: Amount of Compensation sought as actual, reasonable and necessary: 80% of Compensation sought as actual, reasonable and necessary: Amount of Expense Reimbursement sought as actual, reasonable and necessary: This is a(n): X Monthly __ Interim
March 1, 2009 through March 31, 2009
$249,875.75
$199,900.60
$23,150.59 __ Final Fee Application
The total time expended in connection with the preparation of this fee application is not included in this application, as such time was expended after the Compensation Period.
The Debtors in these cases, along with the last four digits of the federal tax identification number for each of the Debtors, are: Mervyns Holdings, LLC (7931); Mervyns LLC (4456); and Mervyns Brands, LLC (8850).
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0811586090622000000000008
This is the eighth monthly application of Cooley Godward Kronish LLP. The following table summarizes Cooley Godward Kronish LLPs prior request for compensation and reimbursement of expenses in these cases:
Application Date Filed Period Covered 8/7/08 through 8/31/08 9/1/08 through 9/30/08 10/1/08 through 10/31/08 11/1/08 through 11/30/08 12/1/08 through 12/31/08 1/1/09 through 1/31/09 2/1/09 through 2/28/09 Fees Requested $404,357.00 Expenses Requested $8,059.25 Fees Approved Expenses Approved $8,059.25
First Monthly Application Second Monthly Application Third Monthly Application Fourth Monthly Application Fifth Monthly Application Sixth Monthly Application Seventh Monthly Application
10/10/08
$323,485.60 (80%) $380,972.00 (80%) $321,966.80 (80%) $141,626.80 (80%) $179,458.00 (80%) $278,691.60 (80%) $210,806.00 (80%)
11/4/08
$476,215.00
$7,614.23
$7,614.23
11/21/08
$402,458.50
$17,924.56
$17,924.56
12/23/08
$177,033.50
$8,302.56
$8,302.56
1/23/09
$224,322.50
$41,965.82
$41,965.82 $12,587.22
2/19/09
$348,364.50
$12,587.22
3/24/09
$263,507.50
$14,050.42
$14,050.42
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SUMMARY OF PROFESSIONAL SERVICES RENDERED BY COOLEY GODWARD KRONISH LLP ON BEHALF OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD MARCH 1, 2009 THROUGH MARCH 31, 2009
Name of Professional Person
Position of the Applicant, Number of Years in that Position, Year of Obtaining License to Practice, Area of Expertise Partner since 1984; Member of New York Bar since 1970; Area of Expertise: Tax Partner since 1998; Member of New York Bar since 1982; Area of Expertise: Bankruptcy Partner since 2003; Member of New York Bar since 1978; Area of Expertise: Bankruptcy Partner since 2002; Member of New York Bar since 1989; Area of Expertise: Bankruptcy Associate since 2000; Member of New York Bar since 1995; Area of Expertise: Bankruptcy Associate since 2007; Member of New York Bar since 1999; Area of Expertise: Real Estate Associate since 2003; Member of New York Bar since 2004; Area of Expertise: Bankruptcy Associate since 2008; Member of Massachusetts Bar since 2004; Area of Expertise: Litigation Associate since 2008; Member of New York Bar since 2006; Area of Expertise: Bankruptcy Associate since 2008; Member of New York Bar since 2006 and Massachusetts Bar since 2009; Area of Expertise: Litigation Associate since 2006; Member of New York Bar since 2007; Area of Expertise: Bankruptcy Associate since 2008; Member of California Bar since 2007; Area of Expertise: Litigation Associate since 2007; Member of California Bar since 2007; Area of Expertise: Litigation Electronic Discovery Manager Hourly Billing Rate Total Billed Hours Total Compensation
William L. Castleberry
$870
1.9
$1,653.00
Jay R. Indyke
$785
26.7
$20,959.50
Ronald R. Sussman
$760
76.9
$58,444.00
Cathy R. Hershcopf
$705
4.9
$3,454.50
Nicholas Smithberg
$580
30.8
$17,864.00
Gustavo A. Ordonez
$495
49.8
$24,651.00
Seth Van Aalten
$530
74.4
$39,432.00
Jennifer Stewart
$530
70.9
$37,577.00
Richelle Kalnit
$435
10.5
$4,567.50
Maria Ostrovsky
$435
14.9
$6,481.50
Lesley Kroupa
$390
1.5
$585.00
Kathryn Ruff
$390
0.1
$39.00
Peter Colosi
$345
19.8
$6,831.00
Troy Dunham
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$310
45.9
$14,229.00
Margaret Baer Brian Zayas Rebecca Goldstein Nancy Cunningham Darlene Helen Bejnar Michelle Robinson Erik A. Kruger Steven Roberts Total Fees Total Hours Blended Rate
Reference Librarian Senior Electronic Discovery Analyst Paralegal Paralegal Paralegal Litigation Practice Support Analyst Paralegal Litigation Practice Support Analyst
$235 $235 $225 $210 $200 $190 $190 $190
1.55 0.3 2.0 16.1 4.5 2.4 26.9 12.5
$364.25 $70.50 $450.00 $3,381.00 $900.00 $456.00 $5,111.00 $2,375.00 $249,875.75
495.25 $504.55
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SUMMARY OF SERVICES BY TASK CODE FOR PROFESSIONAL SERVICES RENDERED BY COOLEY GODWARD KRONISH LLP ON BEHALF OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD MARCH 1, 2009 THROUGH MARCH 31, 2009 Task Code B01 B02 B03 B04 B05 B06 B07 B08 B09 B10 B11 B12 B13 B14 B15 B16 B17 B18 B19 B20 B21 B22 B23 B24 Description Hours Amount
Asset Analysis and Recovery Asset Disposition Business Operations Case Administration Claims Employee Benefits/Pensions Fee/Employment Applications Fee/Employment Objections Financing and Cash Collateral Litigation Meetings Plan and Disclosure Statement Relief from Stay Proceedings Travel Accounting/Auditing Business Analysis Corporate Finance Leases and Executory Contracts Preparation For and Attendance at Court Hearings Reconstruction Accounting Tax Issues Valuation Avoidance Actions Regulatory Compliance TOTALS BY TASK CODE
1.1 0.8 0.6 20.4 22.8 1.4 8.4 0.2 11.0 359.85 18.0 0.1 0.1 16.4 ---1.1 29.2 -3.8 ---495.25
$675.00 $526.00 $436.00 $7,050.50 $14,671.00 $950.50 $5,021.50 $106.00 $6,362.00 $169,679.25 $12,463.50 $78.50 $78.50 $9,057.00 ---$761.50 $18,966.50 -$2,992.50 ---$249,875.75
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SUMMARY OF ACTUAL AND NECESSARY EXPENSES INCURRED BY COOLEY GODWARD KRONISH LLP ON BEHALF OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD MARCH 1, 2009 THROUGH MARCH 31, 2009 Subject Matter Categories Air Fare Train Fare Meals Parking and Taxi Audio/Video Conferencing Services Federal Express Fax
Research Databases / Document Retrieval
Amount $1,445.40 $1,332.00 $852.06 $300.75 $191.08 $116.56 $3.00 $4,929.93 $5,000.00
Synergistic Online Solutions (Installation Due with Signed Contract) Synergistic Online Solutions AS/400 Hosting Support Additional Services Messenger Service Reproduction of Documents Telephone Transportation TOTAL EXPENSES REQUESTED
$7,600.00 $10.71 $199.29 $615.80 $168.45 $385.56 $23,150.59
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ------------------------------------------------------------- X In re: MERVYNS HOLDINGS, LLC, et al., 1 Debtors. ------------------------------------------------------------- X EIGHTH MONTHLY APPLICATION OF COOLEY GODWARD KRONISH LLP, LEAD COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD MARCH 1, 2009 THROUGH MARCH 31, 2009 TO THE HONORABLE KEVIN GROSS, UNITED STATES BANKRUPTCY JUDGE: Cooley Godward Kronish LLP (Applicant), lead counsel to the Official Committee of Unsecured Creditors (the Committee) of Mervyns Holdings, LLC and its affiliated debtors and debtors-in-possession (collectively, the Debtors) in the above-captioned jointly administered chapter 11 cases, respectfully represents: INTRODUCTION 1. This is Applicants eighth monthly application (the Application) for allowance Chapter 11 Case No.: 08-11586 (KG)
Hearing Date: TBD if necessary Objection Deadline: May 11, 2009 at 4:00 p.m.
of compensation and reimbursement of expenses pursuant to section 331 of chapter 11 of title 11 of the United States Code (the Bankruptcy Code), the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), the Local Rules of Bankruptcy Practice and Procedure of the United
The Debtors in these cases, along with the last four digits of the federal tax identification number for each of the Debtors, are: Mervyns Holdings, LLC (7931); Mervyns LLC (4456); and Mervyns Brands, LLC (8850).
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States Bankruptcy Court for the District of Delaware (the Local Rules) and this Courts Administrative Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals, dated August 27, 2008 (the Interim Compensation Order) (Doc. No. 333). 2. This Application seeks an interim allowance of compensation for legal services
rendered by Applicant in the total amount of $249,875.75 and reimbursement of certain actual and necessary expenses incurred by (or first billed by outside vendors to) Applicant in the amount of $23,150.59 for the period of March 1, 2009 through March 31, 2009 (the Compensation Period), all as more fully set forth below. Pursuant to the Interim
Compensation Order, if no objections are filed to this Application, the Debtors are authorized to pay Applicant 80% of its fees, in the amount of $199,900.60, and 100% of its expenses. This Application complies with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and the Interim Compensation Order. BACKGROUND 3. On July 29, 2008, the Debtors filed voluntary petitions for relief under chapter 11
of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. Pursuant to sections 1107 and 1108 of the Bankruptcy Code, the Debtors continue to operate their businesses and properties as debtors-in-possession. appointed in these cases. 4. On August 7, 2008, the Committee was appointed in these cases by the Office of No trustee or examiner has been
the United States Trustee for the District of Delaware (the US Trustee), consisting of the following seven members: (i) Li & Fung USA; (ii) Levi Strauss & Co.; (iii) R.R. Donnelly & Sons Company; (iv) VF Corporation; (v) The Macerich Company; (vi) DDR MDT MV Holdings
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II LLC; and (vii) The CIT Group/Commercial Services, Inc. On that same day, the Committee decided to employ Applicant as its lead counsel and BDO Seidman, LLP (BDO) as its financial advisors. On August 14, 2008, the Committee decided to employ Ashby & Geddes, P.A. as its local counsel. 5. On September 2, 2008, the Committee filed that Application to Retain and
Employ Cooley Godward Kronish LLP as Lead Counsel to the Official Committee of Unsecured Creditors, Nunc Pro Tunc to August 7, 2008 (Doc. No. 372), as to which there was no objection. Applicants retention was approved by order of the Court entered September 24, 2008 (Doc. No. 513). 6. Pursuant to the Interim Compensation Order, Applicant is required to file monthly
fee applications with this Court. If no objections are filed to this Application, the Debtors are authorized to pay Applicant 80% of its fees and 100% of its expenses. This is Applicants eighth monthly fee application in this case. Applicant filed a first monthly fee application on October 10, 2008, pursuant to which it requested compensation for services rendered in the amount of $404,357.00 and reimbursement for actual and necessary out-of-pocket disbursements in the amount of $8,059.25 for the period of August 7, 2008 through August 31, 2008. No objection to Applicants first monthly fee application was filed and Applicant filed a Certificate of No Objection on November 3, 2008. Applicant has been paid 80% of its fees and 100% of its expenses on account of its first monthly fee application. Applicant filed a second monthly fee application on November 4, 2008, pursuant to which it requested compensation for services rendered in the amount of $476,215.00 and reimbursement for actual and necessary out-of-pocket disbursements in the amount of $7,614.23 for the period of September 1, 2008 through September 30, 2008. No objection to Applicants second monthly fee application was filed and Applicant filed a Certificate of No Objection on November 26, 2008. Applicant has been paid 80% of its fees and 100% of its expenses on account of its second monthly fee application.
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Applicant filed a third monthly fee application on November 21, 2008, pursuant to which it requested compensation for services rendered in the amount of $402,458.50 and reimbursement for actual and necessary out-of-pocket disbursements in the amount of $17,924.56 for the period of October 1, 2008 through October 31, 2008. No objection to Applicants third monthly fee application was filed and Applicant filed a Certificate of No Objection on December 19, 2008. Applicant has been paid 80% of its fees and 100% of its expenses on account of its third monthly fee application. Applicant filed a fourth monthly fee application on December 23, 2008, pursuant to which it requested compensation for services rendered in the amount of $177,033.50 and reimbursement for actual and necessary out-of-pocket disbursements in the amount of $8,302.56 for the period of November 1, 2008 through November 30, 2008. No objection to Applicants fourth monthly fee application was filed and Applicant filed a Certificate of No Objection on January 14, 2009. Applicant has been paid 80% of its fees and 100% of its expenses on account of its fourth monthly fee application. Applicant filed a fifth monthly fee application on January 23, 2009, pursuant to which it requested compensation for services rendered in the amount of $224,322.50 and reimbursement for actual and necessary out-of-pocket disbursements in the amount of $41,965.82 for the period of December 1, 2008 through December 31, 2008. No objection to Applicants fifth monthly fee application was filed and Applicant filed a Certificate of No Objection on February 16, 2009. Applicant has been paid 80% of its fees and 100% of its expenses on account of its fifth monthly fee application. Applicant filed a sixth monthly fee application on February 19, 2009, pursuant to which it requested compensation for services rendered in the amount of $348,364.50 and reimbursement for actual and necessary out-of-pocket disbursements in the amount of $12,587.22 for the period of January 1, 2009 through January 31, 2009. Applicant has been paid 80% of its fees and 100% of its expenses on account of its sixth monthly fee application. Applicant filed a seventh monthly fee application on March 24, 2009, pursuant to which it requested compensation for services rendered in the amount of $263,507.50 and reimbursement for actual and necessary out-of-pocket disbursements in the amount of $14,050.42 for the period of February 1, 2009 through February 28, 2009. No objection to Applicants seventh monthly fee application was filed and Applicant filed a Certificate of No Objection on April 15, 2009.
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JURISDICTION AND STATUTORY PREDICATES 7. This Court has jurisdiction to consider this Application pursuant to 28 U.S.C.
1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). Venue is proper before this Court pursuant to 28 U.S.C. 1408 and 1409. The statutory predicates for the relief requested herein are 105(a), 330 and 331 of the Bankruptcy Code and Bankruptcy Rule 2016. SERVICES RENDERED DURING PRESENT COMPENSATION PERIOD OF MARCH 1, 2009 THROUGH MARCH 31, 2009 8. During the Compensation Period, Applicants services to the Committee included
professional advice and representation in connection with discreet categories in these chapter 11 cases. The aggregate hours and amount for each category is set forth below and on the summary sheet to this Application. 9. During the Compensation Period, Applicant, on behalf of and in consultation with
the Committee, maintained an active role in these chapter 11 cases. 10. To apprise this Court of the legal services rendered during the Compensation
Period, Applicant sets forth the following summary of legal services rendered. The summary is intended only to highlight the general categories of services performed by Applicant on behalf of the Committee during the Compensation Period. It is not intended to set forth each and every item of professional services which Applicant performed. Asset Analysis and Recovery 11. This category includes time expended by Applicant with respect to its analysis of
the Debtors assets and the recovery thereof. Applicants time in this category was spent on activities including reviewing an updated financial update and conferencing regarding assert recovery issues. The time spent in this category was de minimis in nature.
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12.
Applicant expended 1.1 hours of time for a charge of $675.00 for services
rendered with respect to matters relating to asset analysis and recovery. Asset Dispositions 13. This category includes time expended by Applicant with respect to the disposition
of certain of the Debtors assets. Applicant expended time on issues related to the sale of the Debtors intellectual property and a settlement with liquidators responsible for conducting liquidation sales of the Debtors assets. The time spent in this category was de minimis in nature. 14. Applicant expended 0.8 hours of time for a charge of $526.00 for services
rendered with respect to matters relating to asset dispositions. Business Operations 15. This category includes time expended by Applicant with respect to the business
operations and business issues of the Debtors, including Applicants time concerning, among other things, reviewing operating and financial reports. The time spent in this category was de minimis in nature. 16. Applicant expended 0.6 hours of time for a charge of $436.00 for services
rendered with respect to matters relating to the Debtors business operations. Case Administration 17. This category includes time expended by Applicant relating to a variety of
activities concerning the day-to-day management and prosecution of these chapter 11 cases. Services rendered in this project category include regular contact with the Debtors, the Committee, other creditors and BDO concerning various financial analyses and the case status. 18. Applicant expended 20.4 hours of time for a charge of $7,050.50 for services
rendered with respect to matters relating to case administration.
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Claims 19. This category includes time expended by Applicant with respect to various claims
asserted against the Debtors. Applicant spent time in this category on, among other things, reviewing various administrative payment motions, reviewing various orders approving administrative claims, conferring with creditors regarding claims, conferring with the Debtors regarding the claims reconciliation process, and conducting legal research regarding issues related to claims. 20. Applicant expended 22.8 hours of time for a charge of $14,671.00 for services
rendered with respect to claims matters. Employee Benefits/Pensions 21. This category includes time expended by Applicant with respect to employee
benefits/pensions. Applicant spent time in this category reviewing issues related to termination of the Debtors 401(k) plan and conferring with the Debtors financial advisor regarding winddown issues related to the Debtors employees. The time spent in this category was de minimis in nature. 22. Applicant expended 1.4 hours of time for a charge of $950.50 for services
rendered with respect to the handling of employee benefit/pensions matters. Fee/Employment Applications 23. This category includes time expended by Applicant on matters concerning the
retention and compensation of various professionals in the Debtors bankruptcy cases. Applicant spent time during the Compensation Period on, among other things, reviewing monthly fee applications of the Debtors professionals, and preparing Applicants seventh monthly application for payment of compensation and reimbursement of expenses.
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24.
Applicant expended 8.4 hours of time for a charge of $5,021.50 for services
rendered with respect to matters relating to fee/employment applications. Fee/Employment Objections 25. This category includes time expended by Applicant on matters concerning Applicant spent time in this category
objections to fee applications and employment.
corresponding with a Committee member regarding certain expenses. The time spent in this category was de minimis in nature. 26. Applicant expended 0.2 hours of time for a charge of $106.00 for services
rendered with respect to matters relating to fee/employment objections. Financing and Cash Collateral 27. This category includes time expended by Applicant related to issues in connection
with the Debtors use of cash collateral, including attending to numerous issues in connection with an amended stipulation governing the use of cash collateral, including reviewing drafts of the same, conferring with the Debtors regarding the same, and attending to tax implications thereof. 28. Applicant expended 11.0 hours of time for a charge of $6,362.00 for services
rendered with respect to matters relating to the Debtors financing and use of cash collateral. Litigation 29. This category includes time expended by Applicant with respect to litigation Applicants time in this category was
matters or contested hearings against third parties.
primarily devoted to issues concerning litigation surrounding (i) the Debtors prepetition activities including, inter alia, the sale of Mervyns Holdings, LLC by The Target Corporation to Sun Capital Partners, Inc., Cerberus Capital Management, L.P., Lubert-Adler and Klaff Partners,
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L.P. in 2004 (the 2004 Transaction) and (ii) the avoidance of the liens and security interests (the Purported Sun Liens) asserted by SCSF Mervyns (Offshore) and SCSF Mervyns (US), LLC (collectively, the SCSF Entities). In connection with litigation concerning the 2004 Transaction, Applicant expended time addressing various critical legal and financial issues concerning potential estate claims and causes of action, including issues related to document preservation (including preparing numerous documents for search and review by attorneys), reviewing various documents maintained by the Debtors, conducting legal research and drafting memoranda regarding the same, revision of an information request and attention to a stipulation with respect to privilege issues between the Committee and the Debtors. In connection with litigation concerning the Purported Sun Liens, Applicant expended time revising a complaint against the SCSF Entities. 30. Applicant expended 359.85 hours of time for a charge of $169,679.25 for services
rendered with respect to litigation matters. Meetings 31. This category includes time expended by Applicant in connection with its
preparation for and attendance at meetings concerning the 2004 Transaction and Purported Sun Lien litigations. This category also includes time spent by Applicant preparing for and
participating in meetings with the Committee. 32. Applicant expended 18.0 hours of time for a charge of $12,463.50 for services
rendered with respect to preparation for and attendance at meetings.
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Plan and Disclosure Statement 33. This category includes time expended by Applicant in connection with plan and
disclosure statement issues, including reviewing the Courts order extending the Debtors exclusivity periods. The time spent in this category was de minimis in nature. 34. Applicant expended 0.1 hours of time for a charge of $78.50 for services rendered
with respect to matters relating to plan and disclosure statement. Relief From Stay Proceedings 35. This category includes time expended by Applicant on issues related to the
automatic stay and requests for relief therefrom, including reviewing an order granting a creditor motion to lift the stay. The time spent in this category was de minimis in nature. 36. Applicant expended 0.1 hours of time for a charge of $78.50 for services rendered
with respect to matters relating to relief from stay proceedings. Travel 37. This category is for travel time expended by Applicant. Non-working travel time
is billed at one-half Applicants hourly rates. Applicants travel during the Compensation Period includes time relating to its attendance at the March 3, 2009 and March 25, 2009 hearings and its travel to the Debtors offices. 38. Applicant billed 16.4 hours of non-working travel time, which was billed at 50%
of the time spent, for a charge of $9,057.00. Leases and Executory Contracts 39. This category includes time expended by Applicant with respect to the Debtors
unexpired non-residential real property leases and executory contracts. Applicant spent time in
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this category reviewing landlord objections to lease rejections and attention to assignment issues. The time spent in this category was de minimis in nature. 40. Applicant expended 1.1 hours of time for a charge of $761.50 for services
rendered with respect to the handling of matters relating to leases and executory contracts. Preparation For and Attendance at Court Hearings 41. This category includes time expended by Applicant with respect to its preparation
for and attendance at the March 3, 2009 hearing regarding the stipulation with respect to privilege issues between the Committee and the Debtors and the March 25, 2009 omnibus hearing. 42. Applicant expended 29.2 hours of time for a charge of $18,966.50 for services
rendered with respect to the handling of matters relating to the preparation for and attendance at Court hearings. Tax Issues 43. This category includes time spent by Applicant with respect to tax issues.
Applicant expended time addressing tax issues relating to the amended stipulation governing the use of cash collateral. 44. Applicant expended 3.8 hours of time for a charge of $2,992.50 for services
rendered with respect to the handling of matters relating to tax issues. MATTERS PERTAINING TO APPLICANT 45. Applicant maintained contemporaneous time records indicating the time that each
attorney and para-professional spent working on a particular matter and the nature of the work performed. Copies of these time records are annexed to this Application as Exhibit A. The total number of hours expended by Applicants attorneys and para-professionals during the
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Compensation Period in conjunction with this case is 495.25. All of the services have been rendered by those individuals at Applicants firm as listed on the summary sheet filed contemporaneously herewith. 46. The personnel who have expended extensive time on this matter during the
Compensation Period are as follows: (a) Jay R. Indyke and Cathy R. Hershcopf: Mr. Indyke and Ms. Hershcopf are actively involved in all supervisory and day-to-day aspects of these cases; (b) Ronald R. Sussman: Mr. Sussman supervises all litigation matters concerning these cases; and (c) Seth Van Aalten: Mr. Van Aalten was responsible for various day-to-day issues that arose during the Compensation Period. 47. Many of the items that have been reviewed are unique to retail-type bankruptcy
proceedings. It is respectfully submitted that Applicants expertise in retail bankruptcy cases has caused certain issues to be reviewed without difficulty, as other bankruptcy attorneys without expertise in retail cases would have had to spend more time researching issues and, in addition, would not have been familiar with the issues applicable to this type of case. Some of the more recent retail chapter 11 cases in which Applicant has been retained include: Against All Odds in Newark, New Jersey; Any Mountain in Santa Rosa, California; Archibald Candy Corporation in Chicago, Illinois; Bag nBaggage in Dallas, Texas; Bombay in Fort Worth, Texas; Casual Male in New York, New York; Dry Ice in St. Louis, Missouri; Filenes Basement in Boston, Massachusetts; Harvey Electronics in New York, New York; Innovation Luggage in New York, New York; Jacobsons Stores in Detroit, Michigan; Leather Loft Stores in Manchester, New Hampshire; Leatherland in Toledo, Ohio; Lenox Sales in New York, New York; Levitz Home Furnishings, Inc. in New York, New York; Moe Ginsburg in New York, New York; PLVTZ in New York, New York; Princeton Ski Shops in Newark, New Jersey; Steve & Barrys in New
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12
York, New York; Shoe Pavilion in Los Angeles, California; Steves Shoes in Kansas City, Kansas; Sun Apparel Warehouse in Philadelphia, Pennsylvania; Todays Man II in Camden, New Jersey; and Troutmans Emporium in Eugene, Oregon. 48. Applicant also has extensive experience representing creditors committees in
Delaware cases, including Bobs Stores, Boscovs, Copelands Enterprises, Cosmetic Center, Domain, G.I. Joes, Goodys, Gottschalks, Hancock Fabrics, J. Silver Clothing, Just for Feet, KB Toys, Kuppenheimers, Lids Corporation, Lillian Vernon, Loehmanns, Long John Silvers Restaurants, Martys Shoes, Montgomery Ward II, Pic N Pay Stores, Renaissance Cosmetics, Ritz Camera Centers, Scottys, Todays Man I, Weiners Stores, and Woodworkers Warehouse. 49. Applicant rendered all the professional services for which compensation is
requested herein in connection with the Debtors chapter 11 cases in furtherance of Applicants professional responsibilities as attorneys for the Committee. 50. During the Compensation Period, the partners, associates and para-professionals
of Applicant devoted substantial time, 495.25 hours, in rendering professional services to the Committee, all of which time was reasonable and necessary. 51. Applicant, by experience, training and ability, is fully qualified to perform the
services for which compensation is sought herein. Applicant represents or holds no interest adverse to the Committee with respect to the matters upon which it is engaged. 52. No agreement or understanding exists between Applicant and any other entity for
the sharing of compensation to be received for services rendered in or in connection with these chapter 11 cases.
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EXPENSES 53. Annexed as part of the summary sheet to this Application is a list of the necessary
and actual disbursements incurred during the Compensation Period in connection with the abovedescribed services. The list is derived from the information found beginning on page 44 of Exhibit A. These records indicate that Applicant has advanced or will have advanced during the Compensation Period, the sum of $23,150.59 in necessary and actual out-of-pocket expenses. In connection with these expenses, it should be noted that Applicant charges $1.00 per page for outgoing telefacsimilies with no charge for incoming telefacsimilies, 10 per page for photocopying and charges for meals only necessitated by meetings with the Debtors or the Committee or when Applicants personnel would work on this case through a normal meal period. CONCLUSION 54. Applicant respectfully submits that the professional services that it rendered
during the Compensation Period were necessary and beneficial to the Committee and respectfully requests that this Court allow Applicant the sum of $249,875.75 for professional fees plus the sum of $23,150.59 representing Applicants actual and necessary out-of-pocket disbursements incurred during the Compensation Period. Pursuant to the Interim Compensation Order, Applicant requests that the Debtors be authorized and directed to pay Applicant 80% of its total fees billed during the Compensation Period ($199,900.60) and 100% of its expenses to the extent no objection to this Application is filed. NOTICE, PRIOR APPLICATION AND CERTIFICATION 55. Pursuant to the Interim Compensation Order, notice of this Application has been
provided to (i) the Debtors, 6200 Stoneridge Mall Road, 3rd Floor, Pleasanton, California 94588,
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14
Attn.: David Robson; (ii) counsel for the Debtors, (a) Richards, Layton & Finger, P.A., One Rodney Square, P.O. Box 551, Wilmington, Delaware 19899 (Attn: Mark D. Collins, Esq.) and (b) Morgan Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178 (Attn: Howard S. Beltzer, Esq.); (iii) Office of the US Trustee, District of Delaware, J. Caleb Boggs Federal Building, 844 King Street, Suite 2313, Lockbox 35, Wilmington, Delaware 19801 (Attn: Jane M. Leamy, Esq.); and (iv) the Debtors financial advisors, Miller, Buckfire & Co., LLC, 153 East 53rd Street, 22nd Floor, New York, New York 10022 (Attn: Stuart E. Erickson, Esq.). Applicant submits that the foregoing constitutes good and sufficient notice and that no other or further notice need be given. 56. other court. 57. Applicant has reviewed the requirements of the Local Rules and this Application No previous application for the relief sought herein has been made to this or any
complies with those rules. WHEREFORE, Applicant hereby respectfully requests: (i) an interim allowance of compensation for Applicants duly authorized, necessary and valuable services to the Committee during the Compensation Period in the aggregate amount of $249,875.75 and payment of 80% of such amount ($199,900.60); (ii) reimbursement to Applicant for actual and necessary expenses incurred during the Compensation Period in connection with the aforesaid services in the aggregate amount of $23,150.59; and (iii) such other and further relief as the Court deems just and proper.
1528344 v1/NY
15
Dated:
April 21, 2009 New York, New York COOLEY GODWARD KRONISH LLP 1114 Avenue of the Americas New York, New York 01136 (212) 479-6000 Jay R. Indyke (JI 0353) Cathy Hershcopf (CH 5875) Seth Van Aalten (SV 2663) /s/ Jay R. Indyke Lead Counsel for the Official Committee Of Unsecured Creditors
1528344 v1/NY
16
CERTIFICATION STATE OF NEW YORK ) ) ss: COUNTY OF NEW YORK ) Jay R. Indyke, after being duly sworn according to law, deposes and says: I am a partner with the applicant firm, Cooley Godward Kronish LLP, and have been admitted to appear before this Court. I have personally performed many of the legal services rendered by Cooley Godward Kronish LLP as attorneys to the Official Committee of Unsecured Creditors of Mervyns Holdings, LLC, et al. and am thoroughly familiar with the other work performed on behalf of the Committee by the lawyers in the firm. I have reviewed the foregoing Application and the facts set forth therein are true and correct to the best of my knowledge, information, and belief. Moreover, I have reviewed Local Rule 2016-2 and submit that the Application substantially complies with such rule.
/s/ Jay R. Indyke Jay R. Indyke
Sworn to before me this 21st day of April, 2009 /s/ Theresa K. Hammond Notary Public THERESA K. HAMMOND Notary Public, State of New York No. 4650925 Qualified in Suffolk County Commission Expires July 31, 2009
1528344 v1/NY
17
EXHIBIT A
April 15, 2009
DAVID ROBSON MERVYN'S CREDITORS COMMITTEE MERVYN'S HOLDINGS, LLC 6200 STONERIDGE MALL 3RD FLOOR PLEASANTON CA 94588
___________ Bill Number ___________ 20090406638 02 CC
60072 60072
310411201 Re: MERVYN'S HOLDINGS, LLC For services rendered through March 31, 2009:
ASSET ANALYSIS AND RECOVERY 3/11/09 3/30/09 S V RRS REVIEWED BDO FINANCIAL UPDATE. T/C FROM BRETT CONNERS RE: ASSET RECOVERY ISSUES. .70 .40 371.00 304.00
Task total: ASSET DISPOSITION 3/01/09 3/01/09 3/16/09 3/20/09 3/23/09 3/30/09 JRI JRI S V S V JRI JRI REVIEW FINAL VERSION OF IP SALE ORDER. REVIEW ORDER ENTERED APPROVING SALE OF IP. REVIEWED SETTLEMENT WITH GA AND SB CAPITAL. CORRESPOND WITH K. ROSENBLATT RE: KEY EQUIPMENT ISSUES. REVIEW NOTICE OF WINNING BIDDER AND IP SALE HEARING. REVIEW ORDER ENTERED APPROVING THE SALE OF IP.
1.10
675.00
.10 .10 .20 .20 .10 .10
78.50 78.50 106.00 106.00 78.50 78.50
Task total: BUSINESS OPERATIONS 3/11/09 3/15/09 R K JRI REVIEW UPDATE FROM BDO REVIEW DEBTOR'S OPERATING
.80
526.00
.10 .20
43.50 157.00
Page
MERVYN'S HOLDINGS, LLC 310411201 200904-06638 60072
3/23/09 3/30/09
JRI JRI
REPORT REVIEW REVIEW DDR ON
FOR DECEMBER. DEBTOR'S D&O POLICY. VAN AALTEN EMAIL TO BUDGET.
.20 .10
157.00 78.50
Task total: CASE ADMINISTRATION 3/01/09 3/02/09 3/02/09 3/02/09 3/02/09 JRI R K RRS JRI JRI REVIEW AMENDED 2019 STATEMENT OF PAUL WEISS. UPDATE CALENDAR OF SIGNIFICANT DATES PREPARE FOR COMMITTEE CONFERENCE CALL. EMAIL TO COMMITTEE CONFIRMING 3/4 CALL AND WITH AGENDA. REVIEW DRAFT CRITICAL DATES MEMO AND RESPOND WITH COMMENTS. REVIEWED R. KALNIT'S CRITICAL DATES MEMO. REVIEW VARIOUS COURT FILINGS IN MAIN CASE. REVIEW AND REVISE REPORT TO COMMITTEE RE: HEARING. CALL WITH HAIN FINANCIAL ON CASE STATUS. EMAIL EXCHANGE WITH SEAPORT ON CASE STATUS. REVIEW INVENTORY OF BOXES COLLECTED FROM MERVYN'S HEADQUARTERS INTERNAL EMAIL TO TIME KEEPERS ON BILLING ENTRIES. CALL WITH WATERBURY GARMENT ON CASE STATUS. CALL WITH ADIDAS RELATIVE TO
.60
436.00
.10 .30 .60 .20 .10
78.50 130.50 456.00 157.00 78.50
3/02/09 3/04/09 3/04/09 3/04/09 3/05/09 3/06/09
S V RRS RRS JRI JRI KAR3
.20 .60 .40 .20 .10 .10
106.00 456.00 304.00 157.00 78.50 39.00
3/09/09 3/10/09 3/10/09
JRI JRI JRI
.10 .20 .20
78.50 157.00 157.00
Page
3/11/09 3/12/09
SMR R G
3/12/09 3/12/09 3/13/09 3/16/09 3/18/09 3/18/09 3/19/09
JRI SMR SMR JRI JRI SMR R G
3/20/09
R G
3/20/09 3/23/09
S V JRI
CASE STATUS. RESTORE EMAIL SERVER BACKUP TAPE DATA REVIEW KALNIT E MAIL RE UPDATE OF M. LEDER SERVICE INFO, DISCUSS SAME WITH KALNIT (.3); OBTAIN CLIENT MATTER AND DOCKET INFORMATION, SEARCH DOCKET FOR CLAIMS AGENT (.3); CONTACT CLAIMS AGENT BY PHONE AND PREPARE E MAIL TO CLAIMS AGENT RE UPDATE OF SERVICE INFORMATION (.3); SEARCH DM SYSTEM FOR CONTACT SHEET, UPDATE SAME(.3) CALL WITH GMAC ON CASE STATUS. RESTORE EMAIL SERVER BACKUP TAPE DATA RESTORE EMAIL SERVER BACKUP TAPE DATA EMAIL EXCHANGE WITH SEAPORT ON CASE STATUS. CALL WITH HEIN CAPITAL ON STATUS. RESTORE EMAIL SERVER BACKUP TAPE DATA REVIEW DOCKET FOR NOTICE OF APPEARANCE FOR SHINSUNG TONGSANG AND LI & FUNG AS PER REQUEST OF R. KALNIT. REVIEW INFORMATION RE SHINSUNG TONGSANG AND LI & FUNG, PREPARE DRAFT MEMO FOR R. KALNIT. REVIEWED OPEN ITEM WIND DOWN SCHEDULE FROM ROBSON. REVIEW ORDER ENTERED
2.30 1.20
437.00 270.00
.20 4.10 3.80 .10 .30 2.30 .60
157.00 779.00 722.00 78.50 235.50 437.00 135.00
.20
45.00
.60 .10
318.00 78.50
Page
3/25/09 3/25/09 3/27/09
RRS JRI JRI
3/30/09
JRI
ENLARGING DEBTOR'S TIME TO FILE NOTICES OF REMOVAL OF RELATED PROCEEDINGS. REVIEW AND CONFER RE: INSURANCE COVERAGE ISSUES. CALL WITH LONGACRE ON CASE STATUS. REVIEW EMAIL TO COMMITTEE WITH UPDATE ON CRITICAL DATES. CALL WITH CONKLIN JENKE ON CASE STATUS.
.70 .20 .10
532.00 157.00 78.50
.20
157.00
Task total: CLAIMS 3/01/09 JRI REVIEW ADMINISTRATIVE EXPENSE CLAIMS FILED BY CERTAIN CORPORATIONS. REVIEW CERTAIN WARN ACT CLAIMS FILED. INTERNAL EMAIL ON REVIEW OF ADMINISTRATIVE CLAIMS. REVIEW ADMINISTRATIVE EXPENSE CLAIMS FILED BY CERTAIN CREDITORS. REVIEW AGREED ORDER APPROVING ADM. CLAIM OF INTEGRATED PRINTING. REVIEW NOTICE OF CLAIMS ASSIGNMENTS. REVIEW CLAIMS FILED BY EMPLOYEES FOR WARN. REVIEW ADM. EXPENSE CLAIMS FILED BY CORPORATIONS. T/C WITH MICHAEL JOYCE RE: EXTREME CONCEPTS CLAIMS;
20.40
7,050.50
.80
628.00
3/01/09 3/01/09 3/02/09
JRI JRI JRI
.30 .10 .20
235.50 78.50 157.00
3/04/09
JRI
.10
78.50
3/04/09 3/04/09 3/04/09 3/04/09
JRI JRI JRI S V
.10 .20 .10 .40
78.50 157.00 78.50 212.00
Page
3/05/09 3/05/09
JRI S V
3/06/09
JRI
3/06/09
JRI
3/06/09 3/06/09 3/07/09 3/09/09
S V S V JRI JRI
3/09/09 3/09/09 3/10/09
JRI S V R K
3/10/09
JRI
3/10/09 3/10/09
S V S V
REVIEWED CLAIM BACKUP. REVIEW ADMINISTRATIVE EXPENSE CLAIMS FILED BY CORPORATIONS. CORRESPOND WITH WALKER AND REVIEW OF KCC CLAIM SCHEDULES. REVIEW ADMINISTRATIVE CLAIMS FILED BY CORPORATIONS AND GOVERNMENTAL ENTITIES. REVIEW CERTIFICATING ON AGREED ORDER WITH WICKED ON ALLOWANCE OF ADMINISTRATIVE EXPENSE CLAIM. REVIEWED MATERIALS FOR MORGAN LEWIS RE: GMAC CLAIM. LEGAL RESEARCH RE: ISSUES CONCERNING GMAC CLAIM. REVIEW CERTAIN ADMINISTRATIVE CLAIMS FILED BY CORPORATIONS. REVIEW ADMINISTRATIVE EXPENSE CLAIMS FILED BY CERTAIN CORPORATIONS. REVIEW AGREED ORDER ON CLAIM OF TURN ON. CORRESPOND WITH ROBSON RE: CLAIMS RECONCILIATION. CALL WITH DEBTORS RE: ADMIN CLAIMS RECONCILIATION (.5); FOLLOW UP WITH C. HERSHCOPF AND S. VAN AALTEN RE: SAME (.2) REVIEW 2ND SUPPLEMENT TO 1ST AMENDED MOTION OF MAIN RIVER FOR ALLOWANCE OF ADMINISTRATIVE EXPENSE CLAIM. CORRESPOND WITH E. LIN RE: JEWEL SOURCE ADMIN CLAIM. CALL WITH M L AND ROBSON RE: CLAIMS RECONCILIATION
.80 .40
628.00 212.00
.20
157.00
.10
78.50
1.20 1.30 .20 .30
636.00 689.00 157.00 235.50
.10 .20 .70
78.50 106.00 304.50
.10
78.50
.20 .80
106.00 424.00
Page
3/10/09
S V
3/11/09 3/11/09 3/12/09 3/12/09
S V S V JRI JRI
3/12/09 3/13/09
S V JRI
3/13/09
JRI
3/13/09
JRI
3/13/09
JRI
3/13/09
JRI
3/13/09 3/13/09 3/15/09
S V S V JRI
PROCESS. REVIEWED KCC SCHEDULES IN PREPARATION FOR CONFERENCE CALL ON CLAIMS RECONCILIATION. CORRESPOND WITH D. ROBSON RE: GMAC CLAIM. REVIEWED ROADWAY EXPRESS CONTRACT RE: GMAC CLAIMS. REVIEW HIGH SIERRA MOTION FOR ADMINISTRATIVE EXPENSE CLAIM. REVIEW ADMINISTRATIVE EXPENSE CLAIMS FILED BY CERTAIN CORPORATIONS. REVIEWED AGREED ORDER RE: GMAC ADMIN CLAIM. REVIEW ADMINISTRATIVE EXPENSE CLAIMS FILED BY CERTAIN CORPORATIONS. REVIEW ORDER GRANTING STIPULATION TO ALLOW TOTES INSOTONER ADMINISTRATIVE EXPENSE CLAIM. REVIEW MOTION BY VERIZON WIRELESS OF ADMINISTRATIVE EXPENSE CLAIMS. REVIEW AGREED ORDERS ALLOWING ADMINISTRATIVE EXPENSE CLAIMS OF JACLYN AND CHECK POINT. REVIEW AGREED ORDER ON ADMINISTRATIVE EXPENSE CLAIM OF TKO-EVALUATION. REVIEWED FIRST OMNIBUS OBJECTION TO CLAIMS. CORRESPOND WITH J. INDYKE RE: NORTH 3 HOLDINGS CLAIM. REVIEW AGREED ORDER APPROVING CONAGRA ADMINISTRATIVE EXPENSE CLAIM.
.60
318.00
.40 .40 .10 .30
212.00 212.00 78.50 235.50
.40 .30
212.00 235.50
.10
78.50
.10
78.50
.10
78.50
.10
78.50
.60 .40 .10
318.00 212.00 78.50
Page
3/15/09
JRI
3/15/09
JRI
3/16/09
JRI
3/19/09
JRI
3/19/09
JRI
3/19/09
JRI
3/19/09
JRI
3/20/09
JRI
3/20/09
JRI
3/20/09
S V
3/22/09
JRI
3/23/09
JRI
REVIEW AGREED ORDERS ON ADMINISTRATIVE EXPENSE CLAIMS OF KEDS, STANDING O AND ANCHOR HOCKING. REVIEW ADMINISTRATIVE EXPENSE CLAIMS FILED BY CERTAIN CORPORATIONS. REVIEW CERTAIN ADMINISTRATIVE EXPENSE CLAIMS FILED BY CORPORATIONS. REVIEW STIPULATION ALLOWING ADMINISTRATIVE EXPENSE CLAIM TO TNI PARTNERS. REVIEW ADMINISTRATIVE EXPENSE CLAIMS FILED BY CERTAIN COMPANIES. REVIEW ORDER APPROVING STIPULATION ALLOWING LUCIEN PICCARD ADMINISTRATIVE EXPENSE CLAIM. REVIEW ORDER APPROVING ADMINISTRATIVE EXPENSE CLAIM FOR STONY APPAREL. CONFER WITH HERSHCOPF ON RECONCILIATION OF ADMIN. CLAIMS. REVIEW CERTAIN ADMINISTRATIVE EXPENSE CLAIMS FILED BY CORPORATIONS. REVIEWED CLAIMS RECONCILIATION SCHEDULE AND CORRESPOND WITH ROBSON RE: SAME. REVIEW ADMINISTRATIVE EXPENSE CLAIMS FILED BY CORPORATIONS AND GOVERNMENTAL ENTITIES. REVIEW ORDER APPROVING RAPID RANK ADMINISTRATIVE EXPENSE CLAIM.
.10
78.50
.40
314.00
.10
78.50
.10
78.50
.60
471.00
.10
78.50
.10
78.50
.20
157.00
.30
235.50
.70
371.00
.30
235.50
.10
78.50
Page
3/23/09
JRI
3/23/09
JRI
3/23/09 3/23/09
S V S V
3/24/09 3/24/09 3/24/09
JRI JRI JRI
3/25/09
JRI
3/27/09
JRI
3/27/09 3/27/09 3/30/09 3/30/09 3/30/09 3/30/09 3/30/09
S V CRH S V S V S V JRI JRI
REVIEW CERTAIN ADMINISTRATIVE EXPENSE CLAIMS FILED BY CORPORATIONS AND CERTAIN GOVERNMENTAL ENTITIES. REVIEW CERTAIN AGREED ORDERS ON ALLOWANCE OF ADMINISTRATIVE EXPENSE CLAIMS. REVIEWED CLASS CERTIFICATION PAPERS RE: WARN CLAIMS. T/C WITH D. ROBSON RE: UPDATE ON CLAIMS RECONCILIATION PROCESS. REVIEW VARIOUS ADMINISTRATIVE CLAIMS FILED BY CORPORATIONS. REVIEW CLAIMS ASSIGNMENTS FILED WITH COURT. REVIEW AGREED ORDER ON AMERICAN SPORTING GOODS ADMINISTRATIVE EXPENSE CLAIM. REVIEW ADMINISTRATIVE EXPENSE CLAIMS FILED BY CERTAIN CORPORATIONS. REVIEW ADMINISTRATIVE EXPENSE CLAIMS FILED BY CERTAIN CORPORATIONS. REVIEWED REVISED CASH FLOW ANALYSIS. CONFER WITH VAN AALTEN RE: LCS. REVIEWED DEBTORS' FIRST OMNIBUS CLAIMS OBJECTION. CORRESPOND WITH SAMIS RE: JESCO ADVERSARY PROCEEDING. CORRESPOND WITH J. INDYKE RE: CLAIMS RECONCILIATION. INTERNAL EMAIL ON CLAIMS RECONCILIATIONS. REVIEW SUMMARY OF FILED
.90
706.50
.30
235.50
.80 .70
424.00 371.00
.40 .10 .10
314.00 78.50 78.50
.10
78.50
.10
78.50
.40 .30 .70 .20 .40 .10 .30
212.00 211.50 371.00 106.00 212.00 78.50 235.50
Page
3/30/09
JRI
3/30/09 3/31/09
JRI S V
3/31/09
JRI
3/31/09 3/31/09
JRI JRI
CLAIMS PROVIDED BY KCC. REVIEW ADMINISTRATIVE EXPENSE CLAIMS FILED BY CERTAIN CORPORATIONS. REVIEW ASSIGNMENTS OF CLAIM FILED. REVIEWED E-MAIL AND ATTACHMENTS FROM E. LIU RE: LDS LINENS ADMIN CLAIM AND RESPONSE TO SAME. REVIEW ORDER APPROVING STIPULATION ON MOON RIVER ADMINISTRATIVE EXPENSE CLAIM. REVIEW ASSIGNMENTS OF CLAIMS FILED. REVIEW MOTION FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM FILED BY STATE OF MICHIGAN.
.10
78.50
.10 .40
78.50 212.00
.10
78.50
.10 .10
78.50 78.50
Task total: EMPLOYEE BENEFITS/PENSIONS 3/10/09 JRI REVIEW ORDER APPROVING STIPULATION RE: ACE ON WORKER'S COMPENSATION. CORRESPOND WITH C. HERSHCOPF RE: ROBSON INCENTIVE BONUS. CONFER WITH HINKELMAN RE: COMPLETION FEE AND WIND DOWN. REVIEW ORDER APPROVING TERMINATION OF 401(K) PLAN.
22.80
14,671.00
.10
78.50
3/20/09 3/20/09 3/23/09
S V CRH JRI
.30 .90 .10
159.00 634.50 78.50
Task total: FEE/EMPLOYMENT APPLICATIONS
1.40
950.50
Page
10
3/02/09
S V
3/03/09
S V
3/04/09
S V
3/04/09
S V
3/07/09 3/09/09 3/09/09 3/11/09
JRI JRI JRI S V
3/12/09 3/13/09 3/13/09 3/15/09 3/15/09
JRI JRI JRI JRI JRI
3/18/09
S V
3/19/09 3/19/09
R K JRI
CORRESPOND WITH D. ROBSON AND J. INDYKE RE: PAYMENT OF ALLOWED FEES AND EXPENSES. CORRESPOND WITH B. WEINTRAUB RE:PAYMENT OF FEES AND EXPENSES. CORRESPOND WITH J. INDYKE RE: STATUS OF PAYMENT OF FEES AND EXPENSES. CORRESPOND WITH UST RE: COMMITTEE MEMBER EXPENSE REIMBURSEMENTS. REVIEW FRIEDMAN KAPLAN INVOICE FOR JANUARY. ATTENTION TO FIRM TIME AND EXPENSE RECORDS FOR FEBRUARY. REVIEW BDO FEE APPLICATION FOR JANUARY. CORRESPOND WITH J. INDYKE AND S. REELS RE: PAYMENT OF FEES AND EXPENSES. REVIEW BEYOND FEE APPLICATION FOR JANUARY. REVIEW TRAXI FEE APPLICATION FOR NOVEMBER AND DECEMBER. REVIEW TRAXI FEE APPLICATION FOR JANUARY. REVIEW MORGAN LEWIS FEE APPLICATION FOR JANUARY. REVIEW 2ND APPLICATION FOR REIMBURSEMENT OF COMMITTEE MEMBER EXPENSES. CORRESPOND WITH ROBSON RE: COMMITTEE MEMBER EXPENSE AND CLAIM RECONCILIATION PROCESS. DRAFT SEVENTH MONTHLY FEE STATEMENT REVIEW FEE APPLICATION CHART FOR COURT ORDER.
.20
106.00
.20
106.00
.20
106.00
.30
159.00
.10 1.00 .20 .20
78.50 785.00 157.00 106.00
.10 .10 .10 .30 .10
78.50 78.50 78.50 235.50 78.50
.20
106.00
1.90 .10
826.50 78.50
Page
11
3/19/09 3/23/09 3/23/09
S V R K JRI
3/23/09 3/23/09 3/24/09
JRI JRI JRI
3/24/09 3/24/09 3/24/09 3/24/09 3/25/09 3/30/09
JRI JRI JRI JRI JRI JRI
CORRESPOND WITH R. KALNIT RE: FEBRUARY BILL. DRAFT SEVENTH MONTHLY FEE STATEMENT REVIEW DRAFT FEE APPLICATION FOR FEBRUARY AND NOTE COMMENTS. REVIEW OMNIBUS ORDER AWARDING INTERIM COMPENSATION. REVIEW ORDER EXPANDING SCOPE OF RETENTION OF E&Y. REVIEW SUPPLEMENTAL FEE APPLICATION OF MORGAN LEWIS FOR NOVEMBER. REVIEW FTI FEE APPLICATION FOR JANUARY. REVIEW E&Y FEE APPLICATION FOR JANUARY. REVIEW ASHBY AND GEDDES FEE APPLICATION FOR JANUARY. REVIEW INTERNAL EMAIL ON BDO TEAM. REVIEW RICHARDS LAYTON FEE APPLICATION FOR JANUARY. REVIEW KCC INVOICE FOR SERVICES RENDERED IN JANUARY.
.20 1.50 .20
106.00 652.50 157.00
.10 .10 .10
78.50 78.50 78.50
.30 .10 .10 .10 .10 .20
235.50 78.50 78.50 78.50 78.50 157.00
Task total: FEE/EMPLOYMENT OBJECTIONS 3/03/09 S V CORRESPOND WITH D. BRANCH AND E. COTTON RE: EXPENSE REIMBURSEMENT OBJECTION BY UST.
8.40
5,021.50
.20
106.00
Task total:
.20
106.00
Page
12
FINANCING AND CASH COLLATERAL 3/02/09 S V REVIEWED WACHOVIA'S COMMENTS TO AMENDED CASH COLLATERAL ORDER. T/C WITH WALKER RE: AMENDED CASH COLLATERAL STIPULATION. REVIEWED FILING VERSION OF AMENDED CASH COLLATERAL STIPULATION. E-MAIL CORRESPONDENCE WITH D. SHORT RE: PROFESSIONAL FEE BUDGET. T/C WITH D. SHORT RE: PROFESSIONAL FEES. CORRESPOND WITH WALKER RE: AMENDED CASH COLLATERAL STIPULATION. REVIEW PROPOSED CASH COLLATERAL STIPULATION AND CONFER WITH TEAM RE. TAX ALLOCATION ISSUES RELATED THERETO. REVIEW EMAIL CONTAINING WACHOVIA AND SUN EXTENSION ON USE OF CASH COLLATERAL. REVIEW PROPOSED LANGUAGE FROM SUN RE: CASH COLLATERAL STIPULATION AND RESPOND WITH COMMENT. CORRESPOND WITH SUSSBERG AND WALKER RE: AMENDED CASH COLLATERAL STIPULATION. T/C WITH ML AND KE RE: TAX PROVISION IN AMENDED CASH COLLATERAL STIPULATION. T/C WITH L. CASTLEBERRY RE: TAX PROVISION IN AMENDED CASH 1.20 636.00
3/04/09 3/04/09
S V S V
.40 .80
212.00 424.00
3/05/09
S V
.30
159.00
3/05/09 3/23/09
S V S V
.20 .30
106.00 159.00
3/24/09
RRS
.90
684.00
3/24/09
JRI
.10
78.50
3/24/09
JRI
.10
78.50
3/24/09
S V
.30
159.00
3/24/09
S V
.60
318.00
3/24/09
S V
.40
212.00
Page
13
3/24/09
S V
3/24/09
S V
3/24/09 3/24/09
S V S V
3/24/09
CRH
3/25/09
S V
3/25/09 3/27/09 3/31/09
N S JRI JRI
COLLATERAL STIPULATION. T/C WITH KE, L. CASTLEBERRY AND C. HERSHCOPF RE: TAX PROVISION IN AMENDED CASH COLLATERAL STIPULATION. CORRESPOND WITH ROBSON AND WALKER RE: TAX RESOLUTION ON AMENDED CASH COLLATERAL STIPULATION. FINAL REVIEW OF AMENDED CASH COLLATERAL STIPULATION. PREPARATION FOR 3/25 HEARING RE: AMENDED CASH COLLATERAL STIPULATION. REVIEW TAX ISSUES RAISED BY SUN/LUPERT ADLER WITH RESPECT TO CHANGING TAX YEAR AND IMPACT ON CASH COLLATERAL STIPULATION. CORRESPONDENCE WITH J. INDYKE AND C. HERSHCOPF RE: HEARING ON CASH COLLATERAL STIPULATION. REVIEWED REVISED DIP ORDER LANGUAGE REVIEW MARK-UP TO CASH COLLATERAL STIPULATION. REVIEW DEBTOR'S FILED MOTION TO APPROVE STIPULATION ON CONTINUED USE OF CASH COLLATERAL AND RESOLUTION OF CONVERSION MOTION.
.90
477.00
.40
212.00
1.30 .60
689.00 318.00
.90
634.50
.20
106.00
.80 .10 .20
464.00 78.50 157.00
Task total: LITIGATION 3/01/09 JRI REVIEW FURTHER REVISED
11.00
6,362.00
.10
78.50
Page
14
3/02/09
RRS
3/02/09
PMC
3/02/09 3/02/09
JRI JRI
3/02/09
JRI
3/02/09
NAC
3/02/09 3/02/09 3/02/09
TMD TMD S V
3/02/09
S V
3/02/09
S V
STIPULATION ON PRIVILEGE WITH DEBTOR. REVIEW AND CONFER RE: CASE ELEMENT AND EVIDENTIARY ISSUES. CORRESPONDENCE WITH N. SMITHBERG, L. MANSUR, RE SHIPPING DOCUMENTS TO THE LOS ANGELES PUBLIC DEFENDER'S OFFICE AND J. BARNES, AND HARDCOPY RESPONDING TO A SUBPOENA REQUEST REVIEW LITIGATION CONTACT LIST. CALL WITH ROTTIER ON LITIGATION ISSUES FOR COMMITTEE TO CONSIDER REVIEW INTERNAL MEMO RELATED TO FURTHER LEGAL ANALYSIS ON 2004 TRANSACTION ISSUE AND INTERNAL MAIL ON SAME ATTENTION TO ASSIGNMENT FROM J. STEWART RE: DOCUMENTS NEEDED RE: PROSECUTION OF THE 2004 TRANSACTION LITIGATION (.5) MEETING WITH J. DAVIS RE SERVER DATA COLLECTION COLLECT ELECTRONIC DATA FROM NETWORK SERVER LOCATION PREPARATION FOR HEARING ON PRIVILEGE STIPULATION AND OTHER MATTERS. REVIEWED COUNTER ORDER OF 2004 DEFENDANTS RE: PRIVILEGE STIPULATION. LEGAL RESEARCH RE: LIEN ISSUES IN POTENTIAL LITIGATION.
1.20
912.00
1.00
345.00
.10 .40
78.50 314.00
.80
628.00
.50
105.00
.90 2.10 2.60
279.00 651.00 1,378.00
1.30
689.00
1.70
901.00
Page
15
3/02/09
JLS
3/02/09 3/02/09
N S N S
3/02/09
N S
3/02/09 3/02/09 3/03/09
N S M B PMC
3/03/09
S V
3/03/09
JLS
3/03/09 3/03/09 3/03/09 3/04/09
N S N S N S GAO
PREPARATION FOR HEARING ON JOINT STIPULATION INCLUDING REVIEW OF CASE LAW (1.2); REVIEW OF PLEADINGS (1.3) CORRESPONDENCE RE: STIP FROM DEFENDANT'S CO-COUNSEL ATTENTION TO LITIGATION STRATEGY; PREP FOR COMMITTEE CALL ATTENTION TO STANDARDS FOR FRAUDULENT CONVEYANCE CAUSE OF ACTION ATTENTION TO L.A. COUNTY SUBPOENA LEGAL RESEARCH; RETRIEVE CASES FOR N. CUNNINGHAM CORRESPONDENCE WITH T. DUNHAM RE LEGAL BOXES AND P. MOYES AND L. MANSUR RE SHIPMENT OF VIDEOTAPES TO LOS ANGELES CONFERENCE WITH WALKER, DE FRANCHESCI AND R. SUSSMAN RE: PRIVILEGE STIPULATION. PREPARATION FOR HEARING REGARDING JOINT STIPULATION, INCLUDING REVIEW OF PLEADINGS (1.0) AND REVIEW OF PROPOSED ORDER FROM OBJECTING DEFENDANTS (0.8); REVISIONS TO ORDER AND JOINT STIPULATION TO REFLECT COURT RULINGS (1.0) ATTENTION TO WAREHOUSE INVENTORY ATTENTION TO WEINTRAUB INVOICE ATTENTION TO COMMON INTEREST STIPULATION REVISIONS TO DOCUMENT REQUEST
2.50
1,325.00
.20 .40
116.00 232.00
.40
232.00
.30 .75 .40
174.00 176.25 138.00
1.20
636.00
2.80
1,484.00
.30 .20 .30 1.20
174.00 116.00 174.00 594.00
Page
16
3/04/09
PMC
3/04/09
PMC
3/04/09
JRI
3/04/09 3/04/09 3/04/09 3/04/09
JRI S V S V S V
3/04/09
JLS
3/04/09 3/04/09
N S N S
IN CONNECTION WITH 2004 LITIGATION ACTION. CORRESPONDENCE WITH J. DAVIS OF MERVYN'S AND N. SMITHBERG AND J. STEWART RE CHAIN OF CONTROL AND FILE REQUEST FORMS EXAMINE CDS CONTAINING MERVYN'S MINUTES AND CORRESPONDENCE WITH N. SMITHBERG, J. STEWART, AND K. RUFF RE SAME EMAIL WITH VAN AALTEN RE: EXPOSURE OF VARIOUS DEFENDANTS. POST CONF-CALL DISCUSSION ON LITIGATION ISSUES INTERNALLY. REVIEWED REDLINE OF PRIVILEGE ORDER. LITIGATION TEAM MEETING RE: 2004 TRANSACTION LITIGATION. PREPARED MEMO TO COMMITTEE RE: RESULTS OF 3/3 HEARING AND PRIVILEGE ORDER. DRAFTING OF MEMO REGARDING PROSECUTION OF THE LITIGATION (0.6); PREPARATION FOR COMMITTEE CALL (0.5); DRAFTING OF MEMO REGARDING LITIGATION TEAM MEETING (0.4); REVIEW OF DRAFT STIPULATION AND ORDER (0.3); REVISIONS TO SAME (0.4); PARTICIPATION IN CALL WITH THE COMMITTEE (0.7) REVIEWED WORK PRODUCT RE: LITIGATION SCHEDULE ATTENTION TO COMMON INTEREST STIPULATION
.90
310.50
1.20
414.00
.10
78.50
.30 .40 .40 1.20
235.50 212.00 212.00 636.00
3.10
1,643.00
.30 .30
174.00 174.00
Page
17
3/04/09 3/04/09 3/04/09 3/05/09 3/05/09
N S N S N S R K PMC
3/05/09
JLS
3/05/09 3/05/09 3/05/09 3/05/09 3/05/09 3/05/09
N S N S N S N S N S N S
3/05/09 3/05/09 3/05/09 3/06/09
N S TMD TMD PMC
ATTENTION TO BOARD OF DIRECTORS MINUTES P/C W/JACK BARNES ATTENTION TO WAREHOUSE ACCESS ISSUES REVIEW CD PRODUCTION OF BOARD MINUTES CORRESPONDENCE WITH J. DAVIS OF MERVYN'S AND J. BARNES OF COROVAN RE DOCUMENT RETRIEVAL ISSUES CONFERENCE CALL REGARDING FILE TRANSFER IN FURTHERANCE OF PROSECUTION OF 2004 LITIGATION P/C W/JENNIFER STEWART RE: LITIGATION STRATEGY P/C W/TROY DUNHAM RE: LAWSON SYSTEM P/C W/PETER COLOSI RE: WAREHOUSE INDEX ATTENTION TO L.A. COUNTY SUBPOENA ATTENTION TO DATA RECOVERY ISSUES CORRESPONDENCE WITH WENDY WALKER AND SETH VAN AALTEN RE: JOINT INTEREST ORDER ATTENTION TO BOARD OF DIRECTORS MINUTES MEETING WITH J. DAVIS RE SERVER DATA COLLECTION COLLECT ELECTRONIC DATA FROM NETWORK SERVER LOCATION CORRESPONDENCE WITH J. DAVIS OF MERVYN'S AND J. BARNES OF COROVAN RE DOCUMENT RETRIEVAL ISSUES AND FORWARD SPREADSHEET LIST OF ALL
.80 .20 .30 .20 .60
464.00 116.00 174.00 87.00 207.00
2.40
1,272.00
.30 .20 .20 .20 .60 .30
174.00 116.00 116.00 116.00 348.00 174.00
.60 .90 2.10 1.30
348.00 279.00 651.00 448.50
Page
18
3/06/09 3/06/09 3/06/09 3/06/09 3/06/09
JRI JRI S V S V S V
3/06/09
JLS
3/06/09 3/09/09
N S RRS
3/09/09 3/09/09
JRI N S
WAREHOUSED FILES TO N. SMITHBERG, J. STEWART, K. RUFF, E. DOMINGUEZ, AND T. DUNHAM AND DISCUSSIONS RE SAME CALL WITH BASTA ON LITIGATION ISSUES. REVIEW MOTION FILED ON JOINT INTEREST STIPULATION. REVIEWED 2004 DEFENDANTS' VERSION OF PRIVILEGE ORDER. CALL WITH 2004 DEFENDANTS RE: PRIVILEGE ORDER. T/C WITH WALKER, DEFRANCHESCHI AND STEWART RE: PRIVILEGE ORDER. CONFERENCE CALL REGARDING DRAFT ORDER SUBMITTED BY OBJECTING DEFENDANTS (0.3); RESEARCH REGARDING SAME (0.6); PREPARATION FOR CONFERENCE CALL WITH OBJECTING DEFENDANTS REGARDING DRAFT PREPARED ORDER (0.4); CONFERENCE CALL REGARDING DRAFT PROPOSED ORDER (0.5); EMAIL REGARDING CONFERENCE CALL ON DRAFT ORDER (0.2) ATTENTION TO DATA RECOVERY AND DOCUMENT STORAGE ISSUES FOLLOW-UP ANALYSIS FOR ON-GOING DISCUSSIONS AND POTENTIAL ALTERNATIVE SCENARIOS. CONFER WITH SUSSMAN RE: LITIGATION MEETING. ATTENTION TO DATA RECOVERY AND DOCUMENT RETENTION ISSUES
.10 .40 .80 .80 .40
78.50 314.00 424.00 424.00 212.00
2.00
1,060.00
1.80 1.40
1,044.00 1,064.00
.10 .80
78.50 464.00
Page
19
3/09/09 3/10/09 3/10/09 3/10/09
LAK EAK GAO RRS
3/10/09 3/10/09
RRS RRS
3/10/09
PMC
3/10/09 3/10/09
JRI JRI
3/10/09
S V
3/10/09 3/10/09
S V JLS
3/10/09
N S
DISCUSSION W/N. SMITHBERG RE: DILIGENCE REVIEW. PREPARE CASE ROOM MATERIALS REVIEW OF CORPORATE DOCUMENTS FOR MERVYN'S HOLDINGS LLC. REVIEW DRAFT COMPLAINT AND CONFER WITH ASSOCIATES RE: SAME; EDIT AND REVISE. REVIEW ENTERED ORDER ON PRIVILEGE DISPUTE. DEVELOP STRATEGIC GOALS FOR DOCUMENT REVIEW; CONFER RE: PROCEDURES. CORRESPONDENCE WITH J. STEWART, N. SMITHBERG, AND J. BARNES RE WAREHOUSED BOX INDEX AND DETERMINATION BASED ON SAME OF ROUGH NUMBER OF BOXES PER LOCATION REVIEW EMAIL FROM HERSHCOPF RE: SOLVENCY ANALYSIS. INTERNAL MEETING WITH BDO RELATIVE TO LITIGATION ISSUES. REVIEWED ENTERED PRIVILEGE ORDER AND CORRESPOND WITH LITIGATION TEAM RE: SAME. CORRESPOND WITH B. BOWDEN RE: SUN LITIGATION. REVIEW OF JOINT INTEREST ORDER (0.4); EMAIL CORRESPONDENCE REGARDING SAME (0.4); CONFERENCE CALL REGARDING DOCUMENT PRESERVATION (0.6); PREPARATION OF MEMO REGARDING PROSECUTION OF THE 2004 TRANSACTION LITIGATION (1.2) ANALYSIS OF PE SPONSOR
.20 1.20 2.30 1.80
78.00 228.00 1,138.50 1,368.00
.20 1.10
152.00 836.00
4.30
1,483.50
.10 .80
78.50 628.00
.60
318.00
.20 2.60
106.00 1,378.00
.60
348.00
Page
20
3/10/09 3/10/09 3/11/09 3/11/09
N S N S EAK GAO
3/11/09
RRS
3/11/09
RRS
3/11/09
RRS
3/11/09
RRS
3/11/09
PMC
3/11/09 3/11/09
JRI TMD
3/11/09
TMD
3/11/09
TMD
OWNERSHIP STRUCTURE ATTENTION TO ELECTRONIC DATA RECOVERY AND WAREHOUSE ISSUES P/C W/JENNIFER STEWART RE: DISCOVERY PLAN PREPARE CASE ROOM MATERIALS REVIEW OF CORPORATE DOCUMENTS FOR MERVYN'S HOLDINGS LLC AND CORPORATE DOCUMENTS OF MDS ENTITIES (1.5); REVISIONS TO CHARTS (.6). CORRESPONDENCE WITH FORMER COUNSEL AND TEAM DISCOVERY RELATED ISSUES. REVIEW, COMMENT AND PREPARE REVISED AGENDA FOR LITIGATION TEAM STRATEGY MEETING. MEMO TO FILE RE: STRATEGIC ISSUES IN THE 2004 TRANSACTION LITIGATION. CONFER RE: REVISIONS TO COMPLAINT AND PROCEEDINGS RELATED THERETO. CORRESPONDENCE WITH J. BARNES AND J. DAVIS RE DOCUMENT RETRIEVAL FOR MERVYN'S LEASE ADMINISTRATOR AND EXAMINATION OF FILE INDEX CALL WITH BASTA ON LITIGATION ISSUES. TELEPHONE CONVERSATION WITH J. STEWART RE PROCESSING AND REVIEW OF COLLECTED ELECTRONIC DOCUMENTS CONFERENCE CALL WITH LEGAL TEAM RE CASE STATUS AND DISCOVERY PROCESS REQUIREMENTS TELEPHONE CONVERSATION WITH
.70 .30 .70 2.10
406.00 174.00 133.00 1,039.50
.70
532.00
.80
608.00
.80
608.00
.30
228.00
1.60
552.00
.10 .70
78.50 217.00
1.00
310.00
1.40
434.00
Page
21
3/11/09 3/11/09 3/11/09 3/11/09 3/11/09 3/11/09
TMD S V S V S V S V JLS
3/11/09 3/11/09 3/11/09 3/11/09 3/11/09
CRH N S N S N S N S
LAWSON DATABASE HOSTING VENDOR RE RESTORATION AND REVIEW OF AS400 LAWSON DATABASE PREPARE ELECTRONIC DOCUMENTS FOR REVIEW LITIGATION TEAM MEETING RE: 2004 TRANSACTION LITIGATION. REVIEW AND REVISION OF SUN COMPLAINT. CONFERENCE WITH R. SUSSMAN RE: SUN COMPLAINT. CONTINUED REVISION AND PREPARATION OF SUN COMPLAINT. CONFERENCE CALL WITH COUNSEL FOR WARN ACT LITIGATION REGARDING DOCUMENTS (0.2); CONFERENCE CALL REGARDING DOCUMENT COLLECTION (1.2); TEAM CONFERENCE CALL REGARDING PROSECUTION OF THE 2004 TRANSACTION LITIGATION (0.6); PREPARATION FOR TEAM CONFERENCE CALL (1.3); REVIEW OF VARIOUS LEGAL MEMORANDA IN RELATION TO THE PROSECUTION OF THE 2004 TRANSACTION LITIGATION (1.2) CALL WITH BASTA RE: SECOND LIEN AND OTHER PROBLEMS. ATTENTION TO WARN ACT LITIGATION DISCOVERY ATTENTION TO WORKERS' COMP SUBPOENA P/C W/JENN STEWART RE: DISCOVERY ATTENTION TO TRANSFER OF MATERIALS FROM HOME OFFICE AND SPECIAL COUNSEL;
2.70 .60 3.80 .30 4.40 4.40
837.00 318.00 2,014.00 159.00 2,332.00 2,332.00
.90 .30 .40 .30 .60
634.50 174.00 232.00 174.00 348.00
Page
22
3/12/09 3/12/09
EAK GAO
3/12/09 3/12/09
RRS PMC
3/12/09
TMD
3/12/09 3/12/09
TMD TMD
3/12/09
TMD
3/12/09 3/12/09 3/12/09
S V N S LAK
3/13/09
EAK
3/13/09
GAO
CORRESPONDENCE WITH BILL WEINTRAUB RE: SAME PREPARE CASE ROOM MATERIALS REVIEW OF VARIOUS DOCUMENTS IN CONNECTION WITH SPONSOR'S RESTRUCTURING IN LATE 2007. CONFER AND REVIEW RE: DRAFT COMPLAINT REVISIONS. CORRESPONDENCE WITH N. SMITHBERG AND J. STEWART RE CASE UPDATES TELEPHONE CONVERSATION WITH LAWSON DATABASE HOSTING VENDOR RE RESTORATION AND HOSING OF AS400 DATABASE REVIEW HOSTING CONTRACT AND INVOICES EMAIL N. SMITHBERG AND J. STEWART RE HOSTING CONTRACT AND INVOICES RESTORE AND SEARCH CUSTODIAN EMAIL FILES FOR RELEVANT DATE RANGES CONTINUED PREPARATION OF SUN COMPLAINT. P/C W/GREG SPITZER RE: LEASE DOCUMENTS MEETING W/N. SMITHBERG RE: PRINTING OF DILIGENCE. EMAILS W/A. SANTIAGO AND DOCUMENT PROCESSOR RE: SAME. PREPARE CASE ROOM MATERIALS; REVIEW NUMBERED BOXES FOR HARD DRIVE CONTENTS REVIEW OF RESTRUCTURING AGREEMENT AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE REORGANIZATION OF THE MEMBERS OF MERVYN'S HOLDINGS,
.60 3.30
114.00 1,633.50
.70 .30
532.00 103.50
.50
155.00
.90 .40
279.00 124.00
2.60
806.00
2.40 .20 .30
1,272.00 116.00 117.00
2.90
551.00
3.90
1,930.50
Page
23
3/13/09
PMC
3/13/09 3/13/09
RRS RRS
3/13/09
RRS
3/13/09 3/13/09 3/13/09 3/13/09 3/13/09 3/13/09 3/13/09
JRI TMD N S N S N S N S LAK
3/16/09 3/16/09
RRS EAK
3/16/09
JRI
3/16/09
PMC
LLC IN LATE 2007. CORRESPONDENCE WITH J. BARNES AND J. DAVIS RE MERVYN'S FILE INDEX REVIEW, EDIT AND CONFER RE: DRAFT COMPLAINT. CONFER WITH J. STEWART RE: LITIGATION SCHEDULING AND STRATEGIC ISSUES RELATED THERETO. CONFER WITH S. VAN AALTEN RE: ELEMENTS AND DAMAGES ISSUES FOR NEW ACTION. REVIEW MEMO ON 4004 TRANSACTION ISSUES EMAIL AS400 HOSTING VENDOR RE CONTRACT AND INVOICES P/C W/JENNIFER STEWART RE: DISCOVERY PLAN ATTENTION TO WORKER'S COMP SUBPOENA P/C W/PETER COLOSI RE: WAREHOUSE INDEX P/C W/TROY DUNHAM RE: LAWSON SYSTEM MEETING W/N. SMITHBERG RE: DILIGENCE REVIEW AND PREPPING OF DOCUMENTS FOR REVIEW. FOLLOW UP RE: REVISIONS TO COMPLAINT. REVIEW NUMBERED BOXES FOR HARD DRIVE CONTENTS; CREATE AND PREPARE SPREADSHEET RE: SAME REVIEW MARK-UP TO STIPULATION RESOLVING MOTION TO CONVERT AS AMENDED. CORRESPONDENCE AND DISCUSSIONS WITH YOSHII FROM
.60
207.00
2.60 .30
1,976.00 228.00
.30
228.00
.40 .40 .20 .40 .30 .30 .60
314.00 124.00 116.00 232.00 174.00 174.00 234.00
.20 2.50
152.00 475.00
.30
235.50
1.00
345.00
Page
24
3/16/09 3/16/09 3/16/09 3/16/09 3/17/09
N S N S N S N S RRS
3/17/09
EAK
3/17/09
PMC
3/17/09
NAC
3/17/09
TMD
3/17/09
TMD
3/17/09
GAO
HARDCOPY, N. SMITHBERG AND W. WALKER RE SUBPOENA ISSUES P/C W/JACK BARNES P/C W/WENDY WALKER RE: BOARD MINUTES P/C W/GREG SPITZER RE:REAL ESTATE DOCUMENTS ATTENTION TO WORKER'S COMP SUBPOENA CONFER WITH LEAD LITIGATION ASSOCIATE RE: WEEKLY TEAM MEETING ISSUES. REVIEW NUMBERED BOXES FOR HARD DRIVE CONTENTS; CREATE AND PREPARE SPREADSHEET RE: SAME CONFERENCE CALL AND CORRESPONDENCE WITH N. SMITHBERG, W. WALKER AND D. ROBSON RE SUBPOENA ISSUES AND CORRESPONDENCE WITH J. BARNES RE INDEX TO AID IN SUBPOENA ISSUE CONFERENCE WITH J. STEWART RE: DOCUMENTS NEEDED RE: PROSECUTION OF 2004 TRANSACTION LITIGATION (.2); COORDINATED RELEVANT MATERIALS RE: 2004 TRANSACTION LITIGATION (1.3) MEETING WITH E. KRUGER RE HARD DRIVE INDEX AND DATA LOCATIONS SEARCH COLLECTED EMAIL AND ELECTRONIC DOCUMENTS FOR CUSTODIAN DATA REVIEW OF DOCUMENTATION REGARDING THE 2004 TRANSACTION CONTAINED IN CDS
.40 .30 .30 .60 .30
232.00 174.00 174.00 348.00 228.00
4.90
931.00
.60
207.00
1.50
315.00
.50
155.00
1.10
341.00
4.20
2,079.00
Page
25
3/17/09
JLS
3/17/09
N S
3/17/09 3/18/09
N S EAK
3/18/09
PMC
3/18/09
GAO
3/18/09 3/18/09
TMD TMD
3/18/09
TMD
NO. 6 AND 7; DRAFTING OF INDEX SUMMARIZING CONTENTS OF SUCH CDS. REVIEW OF CLIENT DOCUMENTS REGARDING THE PROSECUTION OF THE 2004 TRANSACTION LITIGATION (2.3); CONFERENCE CALL REGARDING SAME (0.7); EMAIL CORRESPONDENCE REGARDING SAME (0.3) ATTENTION TO WORKERS' COMP SUBPOENA; TELECONFERENCE W/DAVID ROBSON RE: SAME ATTENTION TO WARN ACT DISCOVERY REVIEW NUMBERED BOXES FOR HARD DRIVE CONTENTS; CREATE AND PREPARE SPREADSHEET RE: SAME FORWARD SIGNED SUBPOENA TO Y. WARITA OF HARDCOPY LEGAL SERVICES AND CALL WITH HIM RE SAME REVIEW OF DOCUMENTATION REGARDING THE 2004 TRANSACTION CONTAINED IN CDS NO. 8 AND 9 (FROM A TOTAL OF 23 CDS) (3.0); UPDATING OF INDEX SUMMARIZING CONTENTS OF SUCH CDS (.8). PREPARE ELECTRONIC DOCUMENTS FOR SEARCH AND REVIEW TELEPHONE CONVERSATION WITH J. STEWART RE DOCUMENT COLLECTION AND REVIEW REQUIREMENTS EMAIL D. ROBSON RE ELECTRONIC DOCUMENT COLLECTION AND SERVER PRESERVATION
3.30
1,749.00
.40
232.00
.40 .60
232.00 114.00
.60
207.00
3.80
1,881.00
1.20 1.00
372.00 310.00
.50
155.00
Page
26
3/18/09
JLS
3/18/09 3/18/09
N S N S
3/18/09 3/18/09 3/18/09 3/19/09 3/19/09
N S N S N S RRS RRS
3/19/09 3/19/09 3/19/09
RRS RRS EAK
3/19/09 3/19/09 3/19/09 3/19/09
PMC TMD TMD TMD
3/19/09 3/19/09 3/19/09
S V S V S V
CONFERENCE CALL REGARDING DOCUMENT COLLECTION FOR WARN ACT LITIGATION AND 2004 TRANSACTION LITIGATION (1.9) ATTENTION TO REVIEW OF BOARD NUMBERS ATTENTION TO HR DOCUMENTS; P/C'S WITH JENNIFER STEWART AND TROY DUNHAM RE: SAME ATTENTION TO WORKERS COMP SUBPOENA ATTENTION TO WEB HOSTING SERVICES P/C W/JENNIFER STEWART RE: DISCOVERY PROCESS REVIEW AND CONFER RE: DOCUMENT MANAGEMENT ISSUES. REVIEW LITIGATION MEMO AND PREPARE FOR TOMORROW'S MEETING RE: SAME. CONFER AND REVIEW RE: DRAFT REVISIONS TO COMPLAINT. INITIAL REVIEW OF DOCUMENTS. REVIEW NUMBERED BOXES FOR HARD DRIVE CONTENTS; REVISE SPREADSHEET RE: SAME CORRESPONDENCE WITH J. STEWART RE FILE INDEX PREPARE ELECTRONIC DOCUMENTS FOR SEARCH AND REVIEW REVIEW CORRUPT EMAIL FILES EMAIL AS400 DATABASE HOSTING VENDOR RE CONTRACT AND CONTINUED WORK FOR LAWSON DATABASE RESTORATION REVISION TO SUN COMPLAINT. REVIEW AND REVISION OF SUN COMPLAINT. CONTINUED REVIEW AND REVISION
1.90
1,007.00
1.10 .60
638.00 348.00
.20 .40 .30 .20 .80
116.00 232.00 174.00 152.00 608.00
.30 .80 3.80
228.00 608.00 722.00
.20 2.90 1.70 .50
69.00 899.00 527.00 155.00
1.40 3.70 3.60
742.00 1,961.00 1,908.00
Page
27
3/19/09
JLS
3/19/09 3/20/09
N S EAK
3/20/09
PMC
3/20/09 3/20/09
RRS RRS
3/20/09 3/20/09 3/20/09
RRS RRS RRS
3/20/09 3/20/09 3/20/09
TMD TMD TMD
3/20/09
TMD
OF SUN COMPLAINT. DRAFTING OF MEMO REGARDING LITIGATION STATUS (0.5); TELEPHONE CONFERENCE REGARDING DOCUMENT STORAGE (0.2) REVIEW WORK PRODUCT RE: LITIGATION SCHEDULE REVIEW NUMBERED BOXES FOR HARD DRIVE CONTENTS; REVISE SPREADSHEET RE: SAME REVIEW UPDATED MERVYN'S FILE INDEX AND CORRESPONDENCE WITH J. BARNES AND J. STEWART RE SAME REVIEW, EDIT AND COMMENT ON NEXT ITERATION OF COMPLAINT. CORRESPONDENCE WITH TEAM STRATEGIC ISSUES FOR EXPERT CONCERN AND INTER-RELATIONSHIP OF VARIOUS ACTIONS; MEET WITH S. VAN AALTEN. LEGAL RESEARCH RE: SELECTED CAUSES OF ACTION. T/C WITH JENN STEWART RE: DISCOVERY. CORRESPOND WITH TEAM RE: VARIOUS LITIGATION STRATEGIC ISSUES. PREPARE ELECTRONIC DOCUMENTS FOR SEARCH AND REVIEW REVIEW CORRUPT EMAIL FILES EMAIL AS400 DATABASE HOSTING VENDOR RE CONTRACT AND CONTINUED WORK FOR LAWSON DATABASE RESTORATION EMAIL TO LEGAL TEAM RE LAWSON DATABASE HOSTING
.70
371.00
.40 6.70
232.00 1,273.00
1.00
345.00
2.80 .60
2,128.00 456.00
.80 .30 .30
608.00 228.00 228.00
3.10 2.00 .70
961.00 620.00 217.00
.60
186.00
Page
28
3/20/09 3/20/09 3/20/09
JRI S V JLS
3/20/09 3/20/09 3/20/09
N S N S N S
3/21/09
JRI
3/21/09
JLS
3/22/09 3/23/09
RRS EAK
3/23/09
NAC
3/23/09 3/23/09
RRS RRS
CHANGES CONFER WITH SUSSMAN ON LITIGATION ISSUES. FINAL REVIEW AND REVISION OF SUN COMPLAINT. CONFERENCE CALL REGARDING DOCUMENT STORAGE (0.2); CONFERENCE CALL REGARDING LITIGATION STATUS AND CASE TRANSITION (0.2); CONFERENCE CALL REGARDING DOCUMENT COLLECTION FOR WARN ACT LITIGATION (0.5) ATTENTION TO EDR ISSUES ATTENTION TO LAWSON SERVER CONTRACT ISSUES CORRESPONDENCE WITH RON SUSSMAN RE: FINANCIAL ADVISORS REVIEW LUPERT ADLER, ET. AL OBJECTION TO MOTION APPROVING STIPULATION ON PRIVILEGE. REVIEW OF CLIENT DOCUMENTS (2.9); DRAFTING OF MEMORANDUM REGARDING SAME (0.8) REVIEW AND ANALYZE DOCUMENTS FOR POTENTIAL LITIGATION USE. REVIEW NUMBERED BOXES FOR HARD DRIVE CONTENTS; REVISE SPREADSHEET RE: SAME CONFERENCE WITH J. STEWART RE: ASSIGNMENT; COORDINATED THE ORGANIZATION OF ELECTRONIC DATA REGARDING PROSECUTION OF 2004 TRANSACTION LITIGATION (.7). CONSULT RE: EXPERT ISSUES. CONFER RE: ELECTRONIC DISCOVERY ISSUES.
.30 2.20 .90
235.50 1,166.00 477.00
.60 .40 .20
348.00 232.00 116.00
.20
157.00
3.70
1,961.00
8.30 2.60
6,308.00 494.00
.70
147.00
.40 .40
304.00 304.00
Page
29
3/23/09
RRS
3/23/09
GAO
3/23/09
PMC
3/23/09
JLS
3/23/09 3/23/09 3/23/09 3/23/09
N S TMD TMD TMD
FURTHER REVIEW AND CONSULTATION RE: DISCOVERY DOCUMENTS. REVIEW OF DOCUMENTATION REGARDING THE 2004 TRANSACTION CONTAINED IN CDS NO. 10, 11 AND 12 (FROM A TOTAL OF 23 CDS) (3.5); UPDATING OF INDEX SUMMARIZING CONTENTS OF SUCH CDS (.6). REVIEW UPDATED MERVYN'S FILE INDEX AND CORRESPONDENCE WITH J. HOTCHKISS RE PENDING FILE REVIEW FORM REVIEW OF CLIENT DOCUMENTS REGARDING PROSECUTION OF THE 2004 TRANSACTION LITIGATION (2.0); CONFERENCE CALL REGARDING SAME (0.1); CONFERENCE CALL REGARDING MEETING REGARDING DOCUMENT (0.1); DRAFTING OF MEMO REGARDING DOCUMENT REVIEW (0.9); CONFERENCE CALL REGARDING TRANSITION OF LITIGATION (0.3); MEETING WITH PARALEGAL REGARDING ORGANIZATION OF CLIENT DOCUMENTS (0.2) ATTENTION TO WARN ACT AND WORKER'S COMP SUBPOENAS PREPARE ELECTRONIC DOCUMENTS FOR SEARCH AND REVIEW REPAIR CORRUPT EMAIL FILES EMAIL AS400 DATABASE HOSTING VENDOR RE CONTRACT AND CONTINUED WORK FOR LAWSON DATABASE RESTORATION
3.80
2,888.00
4.10
2,029.50
.50
172.50
3.60
1,908.00
.40 1.00 .70 1.20
232.00 310.00 217.00 372.00
Page
30
3/23/09
TMD
3/23/09
DHB
3/23/09 3/24/09 3/24/09
LAK RRS EAK
3/24/09 3/24/09
RRS GAO
3/24/09
JRI
3/24/09 3/24/09 3/24/09 3/24/09
PMC TMD TMD TMD
EMAIL TO LEGAL TEAM RE LAWSON DATABASE HOSTING CHANGES CONFER WITH L. KROUPA (0.4); REVIEW DOCUMENTS IN FIVE BANKERS BOXES TO RETRIEVE ALL BOARD MINUTES FROM 2004 AND THE NAMES OF BOARD MEMBERS FROM 2004 - 2007 (3.1); ORGANIZE DOCUMENTS FOR EASIER RETRIEVAL OF INFORMATION (1.0) DISCUSSIONS WITH D. BEJNAR RE: REVIEW OF BOARD MINUTES DOCUMENT REVIEWS CONTINUED. MEET BRIEFLY WITH T. DUNHAM; PREPARE SPREADSHEET FOR HIS REVIEW FOLLOW UP RE. COMPLAINT FILING ISSUES. REVIEW OF DOCUMENTATION REGARDING THE 2004 TRANSACTION CONTAINED IN CDS NO. 13, 14 AND 15 (FROM A TOTAL OF 23 CDS) (3.0); UPDATING OF INDEX SUMMARIZING CONTENTS OF SUCH CDS (.4). REVIEW EMAIL FROM SUSSMAN RE: INTERNAL MEMO ON LITIGATION ISSUE. CORRESPONDENCE WITH J. BARNES RE UPDATED FILE INDEX EMAIL J. STEWART RE DUE DILIGENCE BINDERS CATALOG HARD DRIVE DATA COLLECTION TELEPHONE CONVERSATION WITH LAWSON DATABASE HOSTING
.40
124.00
4.50
900.00
.40 2.50 .40
156.00 1,900.00 76.00
.20 3.40
152.00 1,683.00
.10
78.50
.20 .60 .80 .90
69.00 186.00 248.00 279.00
Page
31
3/24/09
NAC
3/24/09
M O
3/24/09 3/25/09
MLR GAO
3/25/09 3/25/09
GAO PMC
3/25/09
RRS
3/25/09 3/25/09 3/25/09
RRS RRS JRI
VENDOR RE LAWSON DATABASE REVIEW CONFERENCE WITH J. STEWART RE: ASSIGNMENT (.2); ORGANIZATION OF ELECTRONIC DATA; COORDINATED PRINTOUTS AND ORGANIZATION OF HARD COPY MATERIAL RELATED TO PROSECUTION OF 2004 TRANSACTION LITIGATION (1.0). ANALYZE SELECTED LEGAL ISSUES FOR THE PROSECUTION OF THE 2004 TRANSACTIONS ASSESS ELECTRONIC DATA REVIEW OF DOCUMENTATION REGARDING THE 2004 TRANSACTION CONTAINED IN CDS NO. 16, 17 AND 18 (FROM A TOTAL OF 23 CDS) (4.0); UPDATING OF INDEX SUMMARIZING CONTENTS OF SUCH CDS (.4). TEAM MEETING REGARDING LITIGATION STRATEGY. CORRESPONDENCE WITH J. BARNES RE UPDATED FILE INDEX AND J. DAVIS RE MOVING BOXES FROM IRON MOUNTAIN TO COROVAN FOLLOW-UP RE: CREDITOR ISSUES FOR 2004 TRANSACTION LITIGATION. REVIEW LITIGATION AGENDA FOR CONTENT. LITIGATION TEAM MEETING AND CALL. REVIEW DEBTOR AND COMMITTEE RESPONSE TO DEFENDANTS' OBJECTION TO PRIVILEGE STIPULATION.
1.20
252.00
3.00
1,305.00
.80 4.40
152.00 2,178.00
.50 .50
247.50 172.50
.70
532.00
.20 .50 .20
152.00 380.00 157.00
Page
32
3/25/09
JLS
3/25/09 3/25/09 3/25/09 3/25/09 3/25/09
N S N S TMD TMD TMD
3/25/09 3/25/09
TMD NAC
DRAFTING OF MEETING AGENDA REGARDING LITIGATION TEAM MEETING (0.4); LITIGATION TEAM MEETING REGARDING PROSECUTION OF 2004 TRANSACTION LITIGATION (0.40); CONFERENCE CALL REGARDING REVIEW OF TRANSFERRED DOCUMENTS (0.4); MEETING WITH PARALEGAL REGARDING ORGANIZATION OF TRANSFERRED DOCUMENTS (0.3); REVIEW OF CLIENT DOCUMENTS (1.3) LITIGATION TEAM MEETING O/C W/RON SUSSMAN RE: LITIGATION STRATEGY PREPARE ELECTRONIC DOCUMENTS FOR SEARCH AND REVIEW REPAIR CORRUPT EMAIL FILES EMAIL AS400 DATABASE HOSTING VENDOR RE CONTRACT AND CONTINUED WORK FOR LAWSON DATABASE RESTORATION CONFERENCE CALL WITH LEGAL TEAM RE CASE STATUS CONFERENCES WITH J. STEWART RE: ORGANIZATION OF INFORMATION FOR 2004 TRANSACTION LITIGATION(.5); COORDINATED SET UP OF ELECTRONIC DATA FOR SAME (1.5); CONFERENCES WITH IT IN NY RE: ORGANIZATION OF INFORMATION RE: 2004 TRANSACTION LITIGATION(.5); MAINTENANCE OF IN-HOUSE MATERIALS RE: SAME (.5); COORDINATED MATERIALS TO BE
2.80
1,484.00
.30 .20 2.90 1.70 .50
174.00 116.00 899.00 527.00 155.00
.80 3.70
248.00 777.00
Page
33
3/25/09
M O
3/26/09
GAO
3/26/09
GAO
3/26/09 3/26/09 3/26/09
RRS RRS S V
3/26/09 3/26/09 3/26/09 3/26/09
N S N S N S NAC
3/26/09
M O
3/27/09
PMC
SENT TO NY(.7) ANALYZE SELECTED LEGAL ISSUES FOR THE PROSECUTION OF THE 2004 TRANSACTIONS REVIEW OF DOCUMENTATION REGARDING THE 2004 TRANSACTION CONTAINED IN CDS NO. 19, 20, 21 (FROM A TOTAL OF 23 CDS) (4.0); UPDATING OF INDEX SUMMARIZING CONTENTS OF SUCH CDS (.5). REVIEW OF DOCUMENTATION REGARDING THE 2004 TRANSACTION CONTAINED IN CDS NO. 22 AND 23 (FROM A TOTAL OF 23 CDS) (2.5); UPDATING OF INDEX SUMMARIZING CONTENTS OF SUCH CDS (.3). SELECTED DOCUMENT REVIEW CONFER RE: COMPLAINT FILING AND SERVICE ISSUES CONFERENCE WITH N. SMITHBERG RE: SECOND LIEN COMPLAINT AND REVISED SAME. COORDINATED MEETING WITH FINANCIAL ADVISORS REVIEWED SUN COMPLAINT P/C W/GREG SPITZER RE: REAL ESTATE DOCUMENTS CONDUCTED MANAGEMENT OF ELECTRONIC DATA PURSUANT TO 2004 TRANSACTION LITIGATION (.8); COMMUNICATIONS WITH J. STEWART RE: SAME (.2) ANALYZE SELECTED LEGAL ISSUES FOR THE PROSECUTION OF THE 2004 TRANSACTIONS CORRESPONDENCE WITH J. STEWART AND T. DUNHAM RE
3.50
1,522.50
4.50
2,227.50
2.80
1,386.00
2.40 .40 1.30
1,824.00 304.00 689.00
.20 1.10 .10 1.00
116.00 638.00 58.00 210.00
6.00
2,610.00
.40
138.00
Page
34
3/27/09 3/27/09 3/27/09
RRS JRI JRI
3/27/09
GAO
3/27/09
JLS
3/27/09
N S
3/27/09
NAC
ELECTRONIC OR PAPER DOCUMENT-RELATED EMAILS AND CORRESPONDENCE WITH N. SMITHBERG AND J. DAVIS RE IRON MOUNTAIN BOXES CONTINUED DOCUMENT REVIEW. REVIEW DRAFT COUNTER-ORDER RE: STIPULATION PRIVILEGE. REVIEW ORDER ENTERED OUTLINING COMMITTEE TO FILE REPLY ON PRIVILEGE MOTION. PRELIMINARY REVIEW OF ADDITIONAL CDS (8 IN TOTAL) RECEIVED FROM PAUL HASTINGS. EMAIL CORRESPONDENCE REGARDING DOCUMENT RETENTION (0.4); EMAIL CORRESPONDENCE AND REVIEW OF TRANSFERRED DOCUMENTS (0.3); REVIEW OF DOCUMENTS TRANSFERRED FROM FORMER COUNSEL (3.7); DRAFTING OF MEMO REGARDING PROSECUTION OF OF THE 2004 TRANSACTION LITIGATION (1.2); MEETING REGARDING RESEARCH IN SUPPORT OF PROSECUTION OF 2004 TRANSACTION LITIGATION (0.4). ATTENTION TO DOCUMENT RETENTION ISSUES; CORRESPONDENCE W/PETER COLOSI RE: SAME REVIEWED AND ORGANIZED DOCUMENTS FOR REVIEW BY J. STEWART RE: 2004 TRANSACTION LITIGATION (2.5); CONFERENCE WITH J. STEWART RE: SAME (.5); CONFERENCE WITH G. ORDONEZ RE: ELECTRONIC
2.60 .10 .10
1,976.00 78.50 78.50
1.10
544.50
6.00
3,180.00
2.80
1,624.00
5.00
1,050.00
Page
35
3/27/09
M O
3/27/09 3/27/09 3/28/09
M B MLR PMC
3/30/09 3/30/09 3/30/09
R K RRS GAO
DISCOVERY RELATING TO 2004 TRANSACTION LITIGATION (.2); PREPARED DOCUMENTS FOR J. STEWART REGARDING HER MEETING PURSUANT TO 2004 TRANSACTION LITIGATION (1.5); CONFERENCE WITH IT DEPARTMENT IN NY RE: ORGANIZATION OF ELECTRONIC DATA RE: 2004 TRANSACTION LITIGATION (.2); COMMUNICATIONS WITH LIBRARY SERVICES RE; DOCUMENTS NEEDED IN PREPARATION FOR J. STEWART'S MEETING (.1) ANALYZE SELECTED LEGAL ISSUES FOR THE PROSECUTION OF THE 2004 TRANSACTIONS (2), DISCUSS LEGAL ISSUES WITH J. STEWART (0.4) LEGAL RESEARCH; RETRIEVE CASES FOR N. CUNNINGHAM ORGANIZE ELECTRONIC DATA CORRESPONDENCE WITH J. BARNES RE UPDATED FILE INDEX AND J. DAVIS RE MOVING BOXES FROM IRON MOUNTAIN TO COROVAN PARTICIPATE IN MERVYN'S LITIGATION TEAM LUNCH MEETING PREPARE FOR DISMISSAL MOTIONS AND FOR DISCOVERY REQUESTS. REVIEW OF ADDITIONAL CDS (8 IN TOTAL) RECEIVED FROM PAUL HASTINGS (.9); REVIEW OF DOCUMENTATION REGARDING THE 2004 TRANSACTION CONTAINED IN CDS NO. 1-5 (FROM A TOTAL OF 23 CDS) (3.0); UPDATING OF INDEX SUMMARIZING CONTENTS OF SUCH CDS (.4).
2.40
1,044.00
.80 .60 .10
188.00 114.00 34.50
.90 2.40 4.30
391.50 1,824.00 2,128.50
Page
36
3/30/09 3/30/09
GAO PMC
3/30/09 3/30/09
S V JLS
3/30/09 3/30/09 3/30/09 3/30/09
JRI JRI N S N S
MEETING WITH LITIGATION TEAM REGARDING 2004 LITIGATION. CONFERENCE CALL WITH N. SMITHBERG, J. STEWART, AND G. ORDONEZ RE BOX TRANSFER FROM IRON MOUNTAIN TO COROVAN AND CORRESPONDENCE WITH J. BARNES RE FILE INDEX LITIGATION TEAM MEETING RE: 2004 TRANSACTION LITIGATION. RESEARCH REGARDING PROSECUTION OF 2004 TRANSACTION LITIGATION (3.5); PREPARATION FOR TEAM MEETING (1.3); EMAIL CORRESPONDENCE REGARDING DOCUMENT RETENTION (0.4); LITIGATION TEAM MEETING REGARDING PROSECUTION OF 2004 TRANSACTION LITIGATION (0.9); CONFERENCE CALL WITH W. WALKER REGARDING DOCUMENT RETENTION (0.1); CONFERENCE CALL WITH D. ROLSON REGARDING DOCUMENT RETENTION (0.2); CONFERENCE CALL WITH P. COLORI REGARDING DOCUMENT RETENTION (0.2); MEETING REGARDING DOCUMENT REVIEW (1.1); REVIEW OF DOCUMENTS REGARDING PROSECUTION OF 2004 TRANSACTION LITIGATION (1.2) REVIEW EMAIL FROM NIKE WITH LITIGATION QUESTION. REVIEW ORDER SUBMITTED TO COURT ON PRIVILEGE. O/C W/RON SUSSMAN AND JENN STEWART RE: DISCOVERY CONFERENCE CALL W/DAVID
.80 1.30
396.00 448.50
1.20 8.90
636.00 4,717.00
.10 .10 .60 .30
78.50 78.50 348.00 174.00
Page
37
3/30/09 3/30/09 3/30/09 3/31/09
N S N S N S R K
3/31/09
GAO
3/31/09 3/31/09
PMC JRI
3/31/09
N S
3/31/09 3/31/09
N S JLS
ROBSON AND JENN STEWART RE: IRON MOUNTAIN CONFERENCE CALL WITH WENDY WALKER RE: DOCUMENT STORAGE CONFERENCE CALL W/PETER COLOSI RE: DOCUMENT RETENTION O/C W/JENN STEWART AND GUSTAVO ORDONEZ RE: HOT DOCS CONFERENCE WITH J. STEWART RE: 2004 TRANSACTION LITIGATION LEGAL RESEARCH (.4); LEGAL RESEARCH RE: ISSUES IN CONNECTION WITH 2004 TRANSACTION LITIGATION (3.1) CONTINUED REVIEW OF ADDITIONAL CDS (8 IN TOTAL) RECEIVED FROM PAUL HASTINGS CONTAINING MERVYN'S LEASING INFORMATION AND 2004 TRANSACTION CDS NO. 1-5 (FROM A TOTAL OF 23 CDS) (2.5); UPDATING OF INDEX SUMMARIZING CONTENTS OF SUCH CDS (.6). REVIEW LATEST INDEX AND BEGIN CONSOLIDATING SAME REVIEW EMAIL FROM WALKER WITH COMMENTS RE: ORDER ON PRIVILEGE. CORRESPONDENCE W/RICHELLE KALNIT RE: LITIGATION SCHEDULE CORRESPONDENCE WITH WENDY WALKER RE: SERVICE ISSUES REVIEW OF LEGAL RESEARCH IN SUPPORT OF THE PROSECUTION OF THE 2004 TRANSACTION LITIGATION (2.2); PREPARATION
.20 .30 .80 3.50
116.00 174.00 464.00 1,522.50
3.10
1,534.50
1.20 .10
414.00 78.50
.20
116.00
.20 7.20
116.00 3,816.00
Page
38
3/31/09
NAC
3/31/09
MLR
FOR MEETING WITH BDO (0.8); MEETING WITH BDO; MEETING REGARDING RESEARCH IN SUPPORT OF THE LITIGATION (0.3); MEETING REGARDING DOCUMENT REVIEW (1.7); REVIEW OF DOCUMENTS (1.0) REVIEWED, ORGANIZED AND INDEXED DOCUMENTS RE: 2004 TRANSACTION LITIGATION. CONFER WITH ATTORNEYS RE: REVIEW PROCESS; PREPARE DOCUMENTS FOR ATTORNEY REVIEW
2.50
525.00
1.00
190.00
Task total: MEETINGS 3/04/09 R K COMMITTEE CALL (.6) AND FOLLOW UP RE: SAME (.2); LITIGATION TEAM MEETING (.2) PREPARE FOR TODAY'S COMMITTEE MEETING/CALL. COMMITTEE CONFERENCE CALL MEETING. LITIGATION TEAM MEETING RE: ALL ASPECTS OF 2004 TRANSACTION MATTERS (PREPARE AND CONDUCT). CALL WITH COMMITTEE ON LITIGATION ISSUES, AND WIND-DOWN ISSUES ON ADMINISTRATIVE CLAIMS. COMMITTEE CONFERENCE CALL TO DISCUSS 2004 TRANSACTION LITIGATION. LITIGATION TEAM MEETING PREPARE FOR MEETING WITH BDO
359.85
169,679.25
1.00
435.00
3/04/09 3/04/09 3/04/09
RRS RRS RRS
1.40 .80 .60
1,064.00 608.00 456.00
3/04/09
JRI
.70
549.50
3/04/09
S V
1.20
636.00
3/04/09 3/10/09
N S RRS
.40 .40
232.00 304.00
Page
39
3/10/09
RRS
3/11/09
RRS
3/11/09
N S
3/20/09 3/25/09 3/25/09 3/25/09 3/30/09 3/30/09
RRS R K RRS BVZ RRS JRI
3/30/09 3/31/09
N S RRS
TEAM. MEETING WITH BDO REPRESENTATIVES; POST MEETING STRATEGY SESSION WITH TEAM ONLY. LITIGATION TEAM MEETING RE: VARIOUS STRATEGIC ISSUES RELATED TO 2004 TRANSACTION LITIGATION. LITIGATION TEAM MEETING RE: DISCOVERY AND LITIGATION STRATEGY MEETING WITH J. INDYKE RE: LITIGATION ISSUES. LITIGATION TEAM MEETING FOLLOW-UP FOR MONDAY'S LITIGATION TEAM MEETING. MEETING WITH T. DUNHAM AND MERVYNS TECH PERSONNEL FULL LITIGATION TEAM MEETINGS THROUGH THE DAY. INTERNAL MEETING WITH LITIGATION TEAM RELATIVE TO ADDRESSING LITIGATION PLEADINGS. LITIGATION TEAM MEETING MEETING WITH BDO TEAM.
1.30
988.00
.70
532.00
.50
290.00
.30 .40 .30 .30 3.60 1.30
228.00 174.00 228.00 70.50 2,736.00 1,020.50
1.20 1.60
696.00 1,216.00
Task total: PLAN AND DISCLOSURE STATEMENT 3/23/09 JRI REVIEW ORDER EXTENDING EXCLUSIVITY.
18.00
12,463.50
.10
78.50
Task total: RELIEF FROM STAY PROCEEDINGS
.10
78.50
Page
40
3/07/09
JRI
REVIEW ROBERTO BEJARANO MOTION FOR RELIEF FROM STAY.
.10
78.50
Task total: TRAVEL 3/02/09 3/03/09 3/03/09 TMD RRS S V TRAVEL TO MERVYN'S OFFICES TRAVEL TO WILMINGTON/DELAWARE FOR HEARINGS. TRAVEL TO AND FROM WILMINGTON, DELAWARE TO ATTEND HEARING (BILLED AT HALF TIME). 1/2 OF TRAVEL TIME TO DELAWARE REGARDING HEARING ON JOINT STIPULATION (4.3) TRAVEL TO MERVYN'S OFFICES TRAVEL TO AND FROM WILMINGTON, DELAWARE TO ATTEND OMNIBUS HEARING (BILLED AT HALF TIME). 1/2 TRAVEL TIME TO NEW YORK CITY (1.7) 1/2 TRAVEL TIME TO BOSTON
.10
78.50
1.00 3.50 1.80
310.00 2,660.00 954.00
3/03/09
JLS
4.30
2,279.00
3/05/09 3/25/09
TMD S V
1.00 1.80
310.00 954.00
3/30/09 3/31/09
JLS JLS
1.70 1.30
901.00 689.00
Task total: LEASES AND EXECUTORY CONTRACTS 3/06/09 3/12/09 S V JRI T/C WITH WELLS AND ROBSON RE: NORTH 3 HOLDINGS CLAIM. REVIEW FIFTH 3RD LEASING LIMITED OBJECTION TO REJECTION OF HAYWARD LEASE. REVIEW NOTICE OF ASSIGNMENT
16.40
9,057.00
.40 .10
212.00 78.50
3/12/09
JRI
.10
78.50
Page
41
3/13/09
JRI
3/19/09
JRI
3/21/09
JRI
OF CONTRACT TO MARK MONITOR. REVIEW NORTH 3 HOLDINGS OBJECTION TO MOTION TO REJECT HAYWARD LEASE. REVIEW ORDERS ENTERED APPROVING REJECTION OF UNITARY LEASES. REVIEW SUN VALLEY LIMITED OBJECTION TO NOTICE OF REJECTION OF LEASE.
.20
157.00
.20
157.00
.10
78.50
Task total: PREPARATION FOR AND ATTENDANCE AT COURT HEARINGS 3/01/09 3/01/09 3/02/09 JRI JRI RRS REVIEW SKOMURATHA REPORT ON COURT HEARING. REVIEW MINUTE ENTRY FOR COURT HEARING. REVIEW, COMPARE AND CONTRAST CONTRA ORDER; CONFER WITH TEAM RE: SAME. PREPARE FOR TOMORROW'S CONTESTED PROCEEDING RE: DOCUMENT AND WAIVER ISSUES. PREPARE AND ATTEND COURT HEARING ON PRIVILEGE ISSUES. PREPARATION FOR 3/3 HEARING RE: PRIVILEGE STIPULATION BETWEEN DEBTORS AND COMMITTEE. ATTENDED HEARING RE: DEBTORS/COMMITTEE PRIVILEGE STIPULATION. PARTICIPATION AND ATTENDANCE AT HEARING ON JOINT STIPULATION REVIEW, EDIT AND COMMENT UPON
1.10
761.50
.10 .10 .90
78.50 78.50 684.00
3/02/09
RRS
1.30
988.00
3/03/09 3/03/09
RRS S V
8.50 1.60
6,460.00 848.00
3/03/09
S V
4.70
2,491.00
3/03/09
JLS
4.80
2,544.00
3/04/09
RRS
.70
532.00
Page
42
3/05/09 3/05/09 3/06/09
RRS RRS RRS
3/06/09
RRS
3/09/09 3/19/09 3/23/09
RRS JRI JRI
3/24/09 3/25/09 3/25/09
JRI JRI S V
3/25/09
S V
3/30/09
JRI
REVISED ORDER FROM YESTERDAY'S HEARING. CORRESPONDENCE RE: ENTRY OF ORDER FOR DISCOVERY DISPUTE. REVIEW AND CONFER RE: DUELING ORDERS. FURTHER CORRESPONDENCE AND COMMUNICATION RE: STRUGGLE TO REACH CONSENSUS ON FORM OF ORDER; REVIEW DRAFT FOR COURT SUBMISSION. CONFER WITH TEAM RE: ON-GOING STRUGGLE WITH DEFENDANTS RE: TERMS OF PROPOSED ORDER FOLLOWING HEARING. REVIEW RED-LINED ORDER FROM DEFENDANTS. REVIEW NOTICE OF AGENDA FOR COURT HEARING. EMAIL EXCHANGE WITH VAN AALTEN RE: PREPARATION FOR 3/25 HEARING. REVIEW NOTICE OF AGENDA FOR COURT HEARING. REVIEW REPORT FROM VAN AALTEN RE: TODAY'S HEARING RESULTS. PREPARATION FOR 3/25 HEARING ON AMENDED CASH COLLATERAL STIPULATION. ATTENDED OMNIBUS HEARING RE: AMENDED CASH COLLATERAL STIPULATION. REVIEW EMAIL FROM VAN AALTEN TO COMMITTEE RE: OUTCOME ON CONTESTED HEARING ON PRIVILEGE STIPULATION.
.30 .60 .80
228.00 456.00 608.00
.70
532.00
.60 .10 .10
456.00 78.50 78.50
.10 .10 1.70
78.50 78.50 901.00
1.30
689.00
.10
78.50
Task total:
29.20
18,966.50
Page
43
TAX ISSUES 3/24/09 CRH CONFER WITH CASTLEBERRY AND SUN'S TAX COUNSEL RE: COMPLEX LANGUAGE REQUESTED BY LUPERT ADLER AND STEPS NECESSARY TO PROTECT ESTATE. REVIEW KH EMAIL RE CHANGES IN PARTNERSHIP (LLC TAX PROVISION; RESEARCH AND PREPARE FOR CALL (54 MIN., .9 HR.); PREPARE FOR AND PARTICIPATE IN CALL WITH JOSHUA SUSSBERG (42 MIN., .7 HR.) AND DRAFT RIDER (18 MIN., .3 HR.) 1.90 1,339.50
3/24/09
WLC
1.90
1,653.00
Task total:
3.80 TOTAL FEES:
2,992.50 $249,875.75
Attorney Summary: __________________ Attorney/Paralegal M B BAER, MARGARET EAK KRUGER, ERIK A. KAR3 RUFF, KATHRYN A MLR ROBINSON, MICHELLE L PMC COLOSI, PETER M TMD DUNHAM, TROY M GAO ORDONEZ, GUSTAVO A NAC CUNNINGHAM, NANCY A M O OSTROVSKY, MARIA SMR ROBERTS, STEVEN M R K KALNIT, RICHELLE JLS STEWART, JENNIFER L BVZ ZAYAS, BRIAN V WLC CASTLEBERRY, WILLIAM L. ____ Type Other Paralegal Associate Other Associate Other Associate Paralegal Associate Other Associate Associate Other Partner ____ Rate 235 190 390 190 345 310 495 210 435 190 435 530 235 870 _____ Hours 1.55 26.90 .10 2.40 19.80 45.90 49.80 16.10 14.90 12.50 10.50 70.90 .30 1.90 ___ Fee 364.25 5,111.00 39.00 456.00 6,831.00 14,229.00 24,651.00 3,381.00 6,481.50 2,375.00 4,567.50 37,577.00 70.50 1,653.00
Page
44
JRI RRS CRH R G N S S V LAK DHB
INDYKE, JAY R. SUSSMAN, RONALD R. HERSHCOPF, CATHY RAE GOLDSTEIN, REBECCA SMITHBERG, NICHOLAS VAN AALTEN, SETH KROUPA, LESLEY A. BEJNAR, DARLENE HELEN
Partner Partner Partner Paralegal Associate Associate Associate Paralegal
785 760 705 225 580 530 390 200
26.70 76.90 4.90 2.00 30.80 74.40 1.50 4.50
20,959.50 58,444.00 3,454.50 450.00 17,864.00 39,432.00 585.00 900.00
For costs and disbursements recorded through March 31, 2009:
AIR FARE TRAVELER: J. STEWART DEPARTURE DATE: 3/3/2009 ITINERARY: BOSTON, MA-PHILADELPHIA, PA AIR FARE TRAVELER: J. STEWART DEPARTURE DATE: 3/3/2009 ITINERARY: PHILADELPHIA, PA-BOSTON, MA AIR FARE TRAVELER: J. STEWART DEPARTURE DATE: N/A ITINERARY: N-A AIR FARE WILMINGTON, DE - COURT HEARING 03/3/09 (FLIGHT CHANGE SERVICE FEE) AIR FARE TRAVELER: J. STEWART DEPARTURE DATE: 3/30/2009 ITINERARY: BOSTON, MA-NEW YORK, NY-BOSTON, MA HOTELS AND MEALS (MEALS)
629.60
560.60
8.00
50.00
197.20
29.45
Page
45
SUSSMAN, RONALD R. MEAL WHILE IN WILMINGTON, DE - COURT HEARING 3/3/09 HOTELS AND MEALS (MEALS) VAN AALTEN, SETH MEALS WHILE IN WILMINGTON, DE - COURT HEARING 2/25/09 HOTELS AND MEALS (MEALS) STEWART, JENNIFER L WILMINGTON, DE - COURT HEARING 03/3/09 (MEALS) PARKING AND TAXI SUSSMAN, RONALD R. TAXI FARES WHILE IN WILMINGTON, DE - COURT HEARING 3/3/09 PARKING AND TAXI VAN AALTEN, SETH TAXI FARE WHILE IN WILMINGTON, DE - COURT HEARING 1/21/09 PARKING AND TAXI VAN AALTEN, SETH TAXI FARES WHILE IN WILMINGTON, DE - COURT HEARING 2/25/09 PARKING AND TAXI VAN AALTEN, SETH TAXI FARE WHILE IN WILMINGTON, DE - COURT HEARING 3/3/09 PARKING AND TAXI STEWART, JENNIFER L WILMINGTON, DE - COURT HEARING 03/3/09 (TAXI) AUDIO/VIDEO CONFERENCING SERVICES 8.00
6.69
23.00
10.00
10.00
10.00
172.75
191.08
Page
46
FEDERAL EXPRESS FAX RESEARCH DATABASES / DOCUMENT RETRIEVAL MEALS SYNERGISTIC ONLINE SOLUTIONS INSTALLATION- DUE WITH SIGNED CONTRACT SYNERGISTIC ONLINE SOLUTIONS AS/400 HOSTING SUPPORT MESSENGER SERVICE ADDITIONAL SERVICES PARKING TAXI TELEPHONE TRAIN FARE AMTRAK TRAIN FARE TO WILMINGTON, DE - COURT HEARING 1/21/09 TRAIN FARE AMTRAK TRAIN FARE FOR INDYKE & VAN ALTEN TO WILMINGTON, DE - COURT HEARING 2/25/09 TRAIN FARE AMTRAK TRAIN FARE FOR SUSSMAN & VAN ALTEN TO WILMINGTON, DE - COURT HEARING 3/3/09 TRANSPORTATION REPRODUCTION OF DOCUMENTS
116.56 3.00 4929.93 807.92 5000.00
7600.00
199.29 10.71 33.00 42.00 168.45 260.00
506.00
566.00
385.56 615.80
Page
47
TOTAL COSTS: TOTAL:
$23,150.59 $273,026.34
April 15, 2009
DAVID ROBSON MERVYN'S CREDITORS COMMITTEE MERVYN'S HOLDINGS, LLC 6200 STONERIDGE MALL 3RD FLOOR PLEASANTON CA 94588
___________ Bill Number ___________ 20090406638 02 CC
60072 60072
R E M I T T A N C E
A D V I C E
For services rendered, and cost and disbursements detailed in the current bill: _____________ Client-Matter 310411201 MERVYN'S HOLDINGS, LLC ____ Fees 249875.75 _____ Costs 23150.59 _______ Balance 273,026.34 $273,026.34
TOTAL CURRENT FEES AND COSTS:
Recapitulation of Past Due Amounts as of April 15, 2009 ___________ Bill Number _________ Bill Date 200901-07188 1/20/2009 200902-06886 200903-06607 2/12/2009 3/20/2009 TOTAL CURRENT AND PAST DUE:
Total _______ Balance 44,864.50 69,672.90 277,557.92 $665,121.66
Page
49
Please include this Remittance Advice with your payment to: Cooley Godward Kronish LLP 101 California St., 5th Fl San Francisco, CA 94111-5800 Tax ID # 94-1140085 Payment may be made by wire transfer: Bank of America - Main Branch - San Francisco, CA 94104 Account # 14997-50919 ABA Routing # 026009593 Swift # BOFAUS3N Reference: Provide Name of Payor and Bill Number(s)

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ------------------------------------------------------------- X In re: MERVYNS HOLDINGS, LLC, et al.

March 1, 2009 through March 31, 2009

$23,150.59 __ Final Fee Application

Seth Van Aalten

$235 $235 $225 $210 $200 $190 $190 $190

1.55 0.3 2.0 16.1 4.5 2.4 26.9 12.5

$364.25 $70.50 $450.00 $3,381.00 $900.00 $456.00 $5,111.00 $2,375.00 $249,875.75

$7,600.00 $10.71 $199.29 $615.80 $168.45 $385.56 $23,150.59

rendered with respect to matters relating to case administration.

objections to fee applications and employment.

matters or contested hearings against third parties.

rendered with respect to preparation for and attendance at meetings.

/s/ Jay R. Indyke Jay R. Indyke

April 15, 2009

___________ Bill Number ___________ 20090406638 02 CC

.10 .10 .20 .20 .10 .10

78.50 78.50 106.00 106.00 78.50 78.50

MERVYN'S HOLDINGS, LLC 310411201 200904-06638 60072

REPORT REVIEW REVIEW DDR ON

FOR DECEMBER. DEBTOR'S D&O POLICY. VAN AALTEN EMAIL TO BUDGET.

.10 .30 .60 .20 .10

78.50 130.50 456.00 157.00 78.50

3/02/09 3/04/09 3/04/09 3/04/09 3/05/09 3/06/09

S V RRS RRS JRI JRI KAR3

.20 .60 .40 .20 .10 .10

106.00 456.00 304.00 157.00 78.50 39.00

3/09/09 3/10/09 3/10/09

JRI JRI JRI

.10 .20 .20

78.50 157.00 157.00

MERVYN'S HOLDINGS, LLC 310411201 200904-06638 60072

3/12/09 3/12/09 3/13/09 3/16/09 3/18/09 3/18/09 3/19/09

JRI SMR SMR JRI JRI SMR R G

.20 4.10 3.80 .10 .30 2.30 .60

157.00 779.00 722.00 78.50 235.50 437.00 135.00

MERVYN'S HOLDINGS, LLC 310411201 200904-06638 60072

3/25/09 3/25/09 3/27/09

RRS JRI JRI

.70 .20 .10

532.00 157.00 78.50

3/01/09 3/01/09 3/02/09

JRI JRI JRI

.30 .10 .20

235.50 78.50 157.00

3/04/09 3/04/09 3/04/09 3/04/09

JRI JRI JRI S V

.10 .20 .10 .40

78.50 157.00 78.50 212.00

MERVYN'S HOLDINGS, LLC 310411201 200904-06638 60072

3/06/09 3/06/09 3/07/09 3/09/09

3/09/09 3/09/09 3/10/09

1.20 1.30 .20 .30

636.00 689.00 157.00 235.50

.10 .20 .70

78.50 106.00 304.50

MERVYN'S HOLDINGS, LLC 310411201 200904-06638 60072

3/11/09 3/11/09 3/12/09 3/12/09

3/13/09 3/13/09 3/15/09

.40 .40 .10 .30

212.00 212.00 78.50 235.50

.60 .40 .10

318.00 212.00 78.50

MERVYN'S HOLDINGS, LLC 310411201 200904-06638 60072

_ Bill Number _ 20090406638 02 CC