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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDERS INC.
,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors.

Ref. Docket No. 1355
CERTIFICATION OF COUNSEL REGARDING PROPOSED ORDER SUSTAINING, IN PART, DEBTORS THIRD (3RD) OMNIBUS (SUBSTANTIVE) OBJECTION TO CLAIMS PURSUANT TO SECTION 502(b) OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 3003 AND 3007 AND LOCAL RULE 3007-1 On November 28, 2011, Perkins & Marie Callenders Inc. (f/k/a The Restaurant Company) (PMCI) and its above-captioned affiliated debtor entities (collectively, with PMCI, the Debtors), by and through their undersigned counsel, filed with this Court the Debtors Third (3RD) Omnibus (Substantive) Objection to Claims Pursuant to Section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 3007-1 [Docket No. 1355] (the Objection).2 Thereafter, Premier Construction and Remodeling (the Respondent, and together with the Debtors, the Parties) filed a response [Docket No. 1403] (the Response) to the Objection. Prior to the objection deadline of December 12, 2011 at 4:00 p.m. (ET), no other responses to the Objection were received by the Debtors. Since the Debtors receipt of the Response, the Debtors have worked with the Respondent in an effort to the resolve the Response, and have done so through certain
The Debtors, together with the last four digits of each Debtors federal tax identification number, are: Perkins & Marie Callenders Inc. (4388); Perkins & Marie Callenders Holding Inc. (3999); Perkins & Marie Callenders Realty LLC (N/A); Perkins Finance Corp. (0081); Wilshire Restaurant Group LLC (0938); PMCI Promotions LLC (7308); Marie Callender Pie Shops, Inc. (7414); Marie Callender Wholesalers, Inc. (1978); MACAL Investors, Inc. (4225); MCID, Inc. (2015); Wilshire Beverage, Inc. (5887); and FIV Corp. (3448). The mailing address for the Debtors is 6075 Poplar Avenue, Suite 800, Memphis, TN 38119. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Objection.
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01: 11683209.1
070242.1001
modifications to the proposed form of order for the Objection (the Proposed Order) and Exhibit A to the Proposed Order. In light of this, attached hereto as Exhibit 1 is a revised Proposed Order (the Revised Proposed Order), together with the exhibits thereto, including a revised Exhibit A.3 The Debtors submit that the Revised Proposed Order is appropriate and consistent with the Objection, and that entry of the order is in the best interests of the Debtors, their estates and creditors. The Respondent has consented to the entry of the Revised Proposed Order. Accordingly, the Debtors respectfully request the Court to enter the Revised Proposed Order, attached hereto as Exhibit 1, without further notice or a hearing. Dated: December 21, 2011 Wilmington, DE YOUNG CONAWAY STARGATT & TAYLOR, LLP By: /s/ Robert F. Poppiti, Jr. Robert S. Brady (No. 2847) Robert F. Poppiti, Jr. (No. 5052) The Brandywine Building, 1000 West Street, 17th Floor Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 - AND TROUTMAN SANDERS LLP Mitchel H. Perkiel Hollace T. Cohen Brett D. Goodman The Chrysler Building, 405 Lexington Avenue New York, NY 10174 Telephone: (212) 704-6000 Facsimile: (212) 704-6288 COUNSEL FOR PERKINS & MARIE CALLENDERS INC., ET AL., Debtors
For ease of reference, attached hereto as Exhibit 2 is a copy of the Revised Proposed Order marked against the Proposed Order (the Blackline). The Blackline does not include a marked copy of Exhibit A to the Revised Proposed Order, but Exhibit A has been revised consistent with the Parties related discussions. There have been no modifications to Exhibits B and C to the Revised Proposed Order.
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01: 11683209.1 070242.1001
EXHIBIT 1 Revised Proposed Order
01: 11683209.1
070242.1001
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDERS INC.,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors. Ref. Docket Nos. 1355 and ______
ORDER SUSTAINING, IN PART, DEBTORS THIRD (3rd) OMNIBUS (SUBSTANTIVE) OBJECTION TO CLAIMS PURSUANT TO SECTION 502(b) OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 3003 AND 3007 AND LOCAL RULE 3007-1 Upon consideration of the Third (3rd) Omnibus (Substantive) Objection to Claims Pursuant to Section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 3007-1 (the Objection)2 of the above-captioned debtors and debtors-in-possession (collectively, the Debtors) for the entry of an order, pursuant to section 502(b) of title 11 of the United States Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code), Rules 3003 and 3007 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rule 3007-1 of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the Local Rules), disallowing and expunging in full or reclassifying, reassigning and/or modifying each of the Disputed Claims identified on Exhibits A, B, and C attached hereto; and it appearing that due and sufficient notice of the Objection has been given under the circumstances; and after due deliberation and upon the Courts determination that the relief requested in the Objection is in the best interests of the Debtors, their estates and creditors
The Debtors, together with the last four digits of each Debtors federal tax identification number, are: Perkins & Marie Callenders Inc. (4388); Perkins & Marie Callenders Holding Inc. (3999); Perkins & Marie Callenders Realty LLC (N/A); Perkins Finance Corp. (0081); Wilshire Restaurant Group LLC (0938); PMCI Promotions LLC (7308); Marie Callender Pie Shops, Inc. (7414); Marie Callender Wholesalers, Inc. (1978); MACAL Investors, Inc. (4225); MCID, Inc. (2015); Wilshire Beverage, Inc. (5887); and FIV Corp. (3448). The mailing address for the Debtors is 6075 Poplar Avenue, Suite 800, Memphis, TN 38119. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Objection.
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01: 11620986.3
070242.1001
and other parties in interest; and sufficient cause appearing for the relief requested in the Objection, it is hereby ORDERED, ADJUDGED AND DECREED that: 1. The Objection is sustained to the extent provided for herein and on Exhibits A, B,
and C attached hereto. 2. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and
3007 and Local Rule 3007-1, the Reclassified, Wrong Debtor Claims identified on Exhibit A attached hereto are hereby (i) reclassified to the priority levels indicated under the column titled Modified Claim Amount/Classification on Exhibit A attached hereto and (ii) reassigned to the case numbers (and corresponding Debtors) indicated under the column titled Modified Case on Exhibit A attached hereto. 3. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and
3007 and Local Rule 3007-1, the Modified Amount, Reclassified, Wrong Debtor Claims identified on Exhibit B attached hereto are hereby (i) modified by reducing or fixing the amounts of such Modified Amount, Reclassified, Wrong Debtor Claims to the dollar values listed under the column titled Modified Claim Amount/Classification on Exhibit B attached hereto, (ii) reclassified to the priority levels indicated under the column titled Modified Claim Amount/Classification on Exhibit B attached hereto and (iii) reassigned to the case numbers (and corresponding Debtors) indicated under the column titled Modified Case on Exhibit B attached hereto. 4. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and
3007 and Local Rule 3007-1, the No Liability Claims identified on Exhibit C attached hereto are hereby disallowed and expunged in their entirety.
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5.
Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and
3007 and Local Rule 3007-1, Claim Number 321 of Premier Construction and Remodeling shall be deemed to be (i) a general unsecured claim in the amount of $866.60 and a claim pursuant to section 503(b)(9) of the Bankruptcy Code in the amount of $3,466.39 and (ii) reassigned to case number 11-11801 (and the corresponding Debtor). 6. Any and all rights of the Debtors and their estates to amend, supplement or
otherwise modify the Objection and to file additional objections to any and all claims filed in these Chapter 11 Cases, including, without limitation, any and all of the Disputed Claims, shall be reserved. Any and all rights, claims and defenses of the Debtors and their estates with respect to any and all of the Disputed Claims shall be reserved, and nothing included in or omitted from the Objection shall impair, prejudice, waive or otherwise affect any such rights, claims and defenses. 7. This Court shall retain jurisdiction over any and all affected parties with respect to
any and all matters, claims or rights arising from or related to the implementation or interpretation of this Order. Dated: Wilmington, Delaware December ____, 2011
____________________________________ Kevin Gross Chief United States Bankruptcy Judge
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01: 11620986.3 070242.1001
EXHIBIT A Reclassified, Wrong Debtor Claims
01: 11620986.3
070242.1001
201112201730
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) RECLASSIFIED, WRONG DEBTOR CLAIMS
Claimant Reason
273 No Amt Given** PRI $0.00 PRI $613.63 503(b)(9) 11-11795, 11-11802 $0.00 503(b)(9) 11-11801
Claim Number Claim Amount/ Classification* Filed In Case(s)* Modified Case*
Modified Claim Amount/Classification
GANAHL LUMBER COMPANY
ATTN: KATHRYN SHADDOW
P.O. BOX 1326 $613.63 $613.63
$613.63 UNS
CORONA, CA 91720
Based on review of supporting documentation filed with the claim, the claim includes amounts owed solely for goods not received within 20 days prior to the Petition Date, and pursuant to section 503(b)(9) of the Bankruptcy Code, only goods received within the 20 days prior to the Petition Date are valid priority claims. As such, the claim must be reclassified to a general unsecured claim. In addition, the claim should be reassigned to Case Number 801.
2 $468.00 $496.08 UNS
HUMITECH OF IOWA, INC.
169
$28.08
PRI
00-00000
$0.00 PRI $496.08 UNS $496.08
11-11795
ATTN: ALAN S ANDERSON
P.O. BOX 1027
WAUKEE, IA 50263
Based on review of supporting documentation filed with the claim, the claim is not entitled to priority under the Bankruptcy Code or otherwise, as the claim is for prepetition goods, and not taxes or penalties owed to a governmental unit. As such, $28.08 of the claim must be reclassified to a general unsecured claim. In addition, the claim should be reassigned to Case Number 795.
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all RECLASSIFIED, WRONG DEBTOR CLAIMS DRAFT Dated 12/20/2011 Page 1 of 8
Claimant Reason
3
$16,232.00 UNS
J & J SNACK FOODS ATTN: DOLORES HERNANDEZ $16,232.00 $16,232.00
1926
$16,232.00
503(b)(9) 11-11795 and UNS
$0.00 503(b)(9) 11-11801
DEPARTMENT LA 21010 PASADENA, CA 91185-1010
J & L SIGNS
563
$262.13
ATTN: LINDA M SMITH $262.13
503(b)(9) 00-00000 and PRI
$0.00 503(b)(9) 11-11801
P.O. BOX 5099
$0.00 PRI $262.13 UNS

$262.13
SANTA ROSA, CA 95402
Based on review of supporting documentation filed with the claim, the claim includes amounts owed solely for services and for materials not received within 20 days prior to the Petition Date, and pursuant to section 503(b)(9) of the Bankruptcy Code, only goods received within the 20 days prior to the Petition Date are valid priority claims. In addition, the creditor is a third party that is not an employee of the Debtors. As such, the entire claim must be reclassified to a general unsecured claim. Finally, the claim should be reassigned to Case Number 801.
Claimant Reason
LYNN GREEN'S HARDWARE-PLUMBING ATTN: JAMES ROY GREEN $100.00 $100.00
237
$100.00
503(b)(9) 00-00000
$11.98 503(b)(9) 11-11795 $88.02 UNS
111 BRIDGES AVE W. AUBURNDALE, FL 33823
Based on review of supporting documentation filed with the claim, the claim includes $88.02 owed for services, and pursuant to section 503(b)(9) of the Bankruptcy Code, only goods received within the 20 days prior to the Petition Date are valid priority claims. As such, $88.02 of the claim must be reclassified to a general unsecured claim. In addition, the claim should be reassigned to Case Number 795.
6 $3.95 $53.90 UNS
NORDAHL, BOB
720
$49.95
503(b)(9) 00-00000
$0.00 503(b)(9) 11-11801 $53.90 UNS $53.90
1699 NO. TERRY STREET #334
EUGENE, OR 97402
Based on review of supporting documentation filed with the claim, the claim includes $49.95 owed for goods not received within 20 days prior to the Petition Date, and pursuant to section 503(b)(9) of the Bankruptcy Code, only goods received within the 20 days prior to the Petition Date are valid priority claims. As such, $49.95 of the claim must be reclassified to a general unsecured claim. In addition, the claim should be reassigned to Case Number 801.
Claimant Reason
7
$4,998.83 UNS
OKLAHOMA ELECTRIC COOPERATIVE ATTN: LINDA BLACKBURN $4,998.83 $4,998.83
270
$4,998.83
503(b)(9) 00-00000
$0.00 503(b)(9) 11-11801
P.O. BOX 1208 NORMAN, OK 73070
Based on review of the supporting documentation filed with the claim, the claim is not entitled to priority status under the Bankruptcy Code or otherwise, as the claim is solely for utilities (electricity). Pursuant to section 503(b)(9) of the Bankruptcy Code, only goods received within the 20 days prior to the Petition Date are valid priority claims. To the extent the utilities are goods within the meaning of section 503(b)(9) of the Bankruptcy Code, the claimant has not satisfied its burden of proving the value of such goods received by the Debtors within the 20 days prior to the Petition Date. As such, the entire claim must be reclassified to a general unsecured claim. In addition, the entire claim should be reassigned to Case Number 801.
108
$2,115.00
PRI
11-11795
$0.00 PRI
$2,115.00 UNS
RANDY LUBAS COMEDY CLUB 927 21ST ST #5 $2,115.00
11-11801
SANTA MONICA, CA 90403 $2,115.00
Based on review of supporting documentation filed with the claim, the claim is not entitled to priority under the Bankruptcy Code or otherwise, as the claim is for prepetition services provided by a third party which was not an employee of the Debtors. As such, the entire claim must be reclassified to a general unsecured claim. In addition, the claim should be reassigned to Case Number 801.
Claimant Reason
9
$54.77 UNS
RCR & ASSOCIATES ATTN: SHARLA CROSBY $54.77 $54.77
1230
$54.77
503(b)(9) 11-11799
$0.00 503(b)(9) 11-11801
1155 ANDREW LANE CORONA, CA 92881
10
SEMCO ENERGY GAS COMPANY
1079
$572.34
503(b)(9) 00-00000
ATTN: LINDA PALING $572.34
$0.00 503(b)(9) 11-11795 $572.34 UNS $572.34
P.O. BOX 740812
CINCINNATI, OH 45274-0812
Based on review of the supporting documentation filed with the claim, the claim is not entitled to priority status under the Bankruptcy Code or otherwise, as the claim is solely for utilities (gas). Pursuant to section 503(b)(9) of the Bankruptcy Code, only goods received within the 20 days prior to the Petition Date are valid priority claims. To the extent the utilities are goods within the meaning of section 503(b)(9) of the Bankruptcy Code, the claimant has not satisfied its burden of proving the value of such goods received by the Debtors within the 20 days prior to the Petition Date. As such, the entire claim must be reclassified to a general unsecured claim. In addition, the entire claim should be reassigned to Case Number 795
Claimant Reason
11
$1,101.00 UNS
SOUTHWEST LANDSCAPE INC. ATTN: MELISSA EVANGELISTA $1,156.50 $1,156.50
167
$1,156.50
PRI
11-11795
$55.50 PRI
11-11801
PO BOX 15611 SANTA ANA, CA 92705
Based on review of supporting documentation filed with the claim, only $55.50 of the claim is entitled to priority under the Bankruptcy Code. Otherwise, the claim is for pre-petition services provided by a third party which was not an employee of the Debtors. As such, $1,101.00 of the claim must be reclassified to a general unsecured claim. In addition, the claim should be reassigned to Case Number 801.
12
SWEETWATER AUTHORITY 103
342
$1,737.00
503(b)(9) 00-00000
$0.00 503(b)(9) 11-11801 $1,737.00 UNS
ATTN: LINDSAY HOWES $1,737.00
ACCT:630-1820 $1,737.00
505 GARRETT AVE
CHULA VISTA, CA 91910
Based on review of the supporting documentation filed with the claim, the claim is not entitled to priority status under the Bankruptcy Code or otherwise, as the claim is solely for utilities (water). Pursuant to section 503(b)(9) of the Bankruptcy Code, only goods received within the 20 days prior to the Petition Date are valid priority claims. To the extent the utilities are goods within the meaning of section 503(b)(9) of the Bankruptcy Code, the claimant has not satisfied its burden of proving the value of such goods received by the Debtors within the 20 days prior to the Petition Date. As such, the entire claim must be reclassified to a general unsecured claim. In addition, the entire claim should be reassigned to Case Number 801.
Claimant Reason
13
$1,750.00 UNS
VERMEULEN LANDSCAPE ATTN: BRIAN VERMEULEN $1,750.00 $1,750.00
553
$1,750.00
32671 CARRETERRA DR
503(b)(9), 11-11795 PRI, and UNS
$0.00 503(b)(9) 11-11801 $0.00 PRI
SAN JUAN CAPIST, CA 92675
The claim is not entitled to priority under the Bankruptcy Code or otherwise, as the claim is for prepetition services provided by a third party that is not an employee of the Debtors. As such, the claim must be reclassified to a general unsecured claim. Finally, the claim should be reassigned to Case Number 801.
14
ZEE SERVICE COMPANY ATTN: SHIRLEY JURICH $206.13 $206.13
418
$206.13
PRI
11-11795
$118.26 503(b)(9) 11-11801 $0.00 PRI

$87.87 UNS
P.O. BOX 22
FAIR OAKS, CA 95628
Based on review of supporting documentation filed with the claim, the claim includes $87.87 owed for goods not received within 20 days prior to the Petition Date, and pursuant to section 503(b)(9) of the Bankruptcy Code, only goods received within the 20 days prior to the Petition Date are valid priority claims. As such, $87.87 of the claim must be reclassified to a general unsecured claim. In addition, the claim includes $118.26 owed for goods received within 20 days prior to the Petition Date, and therefore $118.26 of the claim must be reclassified to a claim pursuant to section 503(b)(9) of the Bankruptcy Code. Finally, the claim should be reassigned to Case Number 801.
Claimant Reason
201112201730
Debtor Case Number Legend 11-11795 (795) PERKINS & MARIE CALLENDERS INC. 11-11796 (796) PERKINS & MARIE CALLENDER'S HOLDING INC. 11-11797 (797) PERKINS & MARIE CALLENDER'S REALTY LLC
11-11798 (798)
PERKINS FINANCE CORP.
11-11799 (799) 11-11800 (800)
WILSHIRE RESTAURANT GROUP LLC PMCI PROMOTIONS LLC
11-11801 (801)
MARIE CALLENDER PIE SHOPS, INC.
11-11802 (802) 11-11803 (803)
MARIE CALLENDER WHOLESALERS, INC. MACAL INVESTORS, INC.
11-11804 (804)
MCID, INC.
11-11805 (805) 11-11806 (806)
WILSHIRE BEVERAGE, INC. FIV CORP.
00-00000 (000)
NO DEBTOR AND CASE GIVEN
Claim Class Code Legend UNS Unsecured Claim
PRI Priority Claim SEC Secured Claim 503(b)(9) 503(b)(9) Claim
ADM
Administrative Claim
RECLASSIFIED, WRONG DEBTOR CLAIMS DRAFT Dated 12/20/2011
Page 8 of 8
EXHIBIT B Modified Amount, Reclassified, Wrong Debtor Claims
01: 11620986.3
070242.1001
201112201721
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) MODIFIED AMOUNT, RECLASSIFIED, WRONG DEBTOR CLAIMS
Claimant Reason
331 $1,450.00 $1,450.00 $1,200.00 UNS $1,200.00 UNS No Amt Given** PRI 00-00000 $0.00 PRI 11-11795
BURCHETT, JASON
P.O. BOX 7124
ST JOE, MO 64507
Based on review of the supporting documentation filed with the claim, the claim is not entitled to priority under the Bankruptcy Code or otherwise, as the claim is for prepetition services provided by a third party which was not an employee of the Debtors. As such, the entire claim must be reclassified to a general unsecured claim. In addition, $250.00 of the claim is supported by an invoice not reflected on the Debtors books and records. Finally, the claim should be reassigned to Case Number 795.
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all MODIFIED AMOUNT, RECLASSIFIED, WRONG DEBTOR CLAIMS DRAFT Dated 12/20/2011 Page 1 of 9
Claimant Reason
2
$2,541.69 UNS
CITY OF CORONA, CA ATTN: FRANCISCO OLIVARE $2,797.28 $2,541.69
799
$2,797.28
503(b)(9) 00-00000
$0.00 503(b)(9) 11-11801
P.O. BOX 950 CORONA, CA 92878-0950
Based on review of supporting documentation filed with the claim, the claim includes amounts owed for utilities, and pursuant to section 503(b)(9) of the Bankruptcy Code, only goods received within the 20 days prior to the Petition Date are valid priority claims. To the extent the utilities are goods within the meaning of section 503(b)(9) of the Bankruptcy Code, the claimant has not satisfied its burden of proving the value of such goods received by the Debtors within the 20 days prior to the Petition Date. As such, the entire claim must be reclassified to a general unsecured claim. In addition, $255.59 of the claim is supported by invoices not reflected on the Debtors books and records. Finally, the claim should be reassigned to Case Number 801.
1000
$1,615.00
PRI
11-11795
$0.00 PRI
$815.00 UNS
FRANCISCO DE LA CRUZ / CISCOS'S ATTN: FRANCISCO DE LA CRUZ $1,615.00
11-11801
5526 DAIRY AVENUE APT C LONG BEACH, CA 90805
$815.00
Based on review of supporting documentation filed with the claim, the claim is not entitled to priority under the Bankruptcy Code or otherwise, as the claim is for prepetition services provided by a third party which was not an employee of the Debtors. As such, the entire claim must be reclassified to a general unsecured claim. In addition, $800.00 of the claim is supported by an invoice not reflected on the Debtors books and records. Finally, the claim should be reassigned to Case Number 801.
Claimant Reason
4
$6,400.50 UNS
KSEE TELEVISION INC ATTN: DAWN LEBLANC $8,787.45 $6,400.50
774
$2,384.25 $6,403.20
503(b)(9) 11-11795, 11-11801 UNS
$0.00 503(b)(9) 11-11801
5035 E MCKINLEY AVENUE FRESNO, CA 93727
Based on review of supporting documentation filed with the claim, the claim includes amounts owed solely for services, and pursuant to section 503(b)(9) of the Bankruptcy Code, only goods received within the 20 days prior to the Petition Date are valid priority claims. As such, the entire claim must be reclassified to a general unsecured claim. In addition, $2,386.95 of the claim is supported by invoices not reflected on the Debtors' books and records. Finally, the claim should be reassigned to Case Number 801.
MARSHALLTOWN WATER WORKS
1017
$624.85
503(b)(9) 00-00000
$0.00 503(b)(9) 11-11795 $606.32 UNS
ATTN: STEVE SINCOX $624.85
P.O. BOX 1420 $606.32
MARSHALLTOWN, IA 50158
Based on review of supporting documentation filed with the claim, the claim includes amounts owed solely for utilities, and pursuant to section 503(b)(9) of the Bankruptcy Code, only goods received within the 20 days prior to the Petition Date are valid priority claims. To the extent the utilities are goods within the meaning of section 503(b)(9) of the Bankruptcy Code, the claimant has not satisfied its burden of proving the value of such goods received by the Debtors within the 20 days prior to the Petition Date. As such, the entire claim must be reclassified to a general unsecured claim. In addition, $18.53 of the claim is supported by an invoice not reflected on the Debtors' books and records. Finally, the claim should be reassigned to Case Number 795.
Claimant Reason
6
$3,632.38 UNS
MEADOW GOLD DAIRIES ATTN: LAMARA GOLDEN $15,560.30 $3,632.38
$15,560.30
PRI
11-11795
$0.00 PRI
11-11801
3730 W 1820 S SALT LAKE CITY, UT 84126-0817
Based on review of supporting documentation filed with the claim, the claim includes $3,632.38 owed for goods not received within 20 days prior to the Petition Date, and pursuant to section 503(b)(9) of the Bankruptcy Code, only goods received within the 20 days prior to the Petition Date are valid priority claims. As such, $3,632.38 of the claim must be reclassified to a general unsecured claim. In addition, based on a review of the Debtors books and records, the valid 503(b)(9) portion of the claim ($11,141.08) was satisfied as follows: $2,632.10 paid on 6/8/2011; $581.73 paid on 6/10/2011; $2,360.00 paid on 6/29/2011; $130.80 paid on 7/1/2011; $2,553.82 paid on 7/6/2011; $212.62 paid on 7/8/2011; and $2,670.01 paid on 7/13/2011; therefore, the Debtors object to $11,141.08 of the claim based on satisfaction. Furthermore, $786.84 of the claim is evidenced by invoices not reflected on the Debtors' books and records, and therefore the Debtors object to $786.84 of the claim based on no liability. Finally, the claim should be reassigned to Case Number 801.
Claimant Reason
7
$2,169.43 $1,420.01 UNS $2,395.34 UNS
PDS INC ATTN: ALEX MOHKEMI $3,589.44 $2,395.34
920
$211.52
PRI SEC
11-11795
$0.00 PRI $0.00 SEC
11-11801
16310 FAIRBANKS CT
SANTA CLARITA, CA 91387
Based on review of supporting documentation filed with the claim, the claim is not entitled to priority under section 507(a)(8) of the Bankruptcy Code, as the claim is not for taxes or penalties owed to a governmental unit; therefore, $211.52 of the claim must be reclassified to a general unsecured claim. In addition, the claim is not secured; therefore, $2,169.43 of the claim must be reclassified to a general unsecured claim. Furthermore, $1,194.10 of the claim is supported by an invoice not reflected on the Debtors books and records. Finally, the claim should be reassigned to Case Number 801.
Claimant Reason
8
$462.70 UNS
PINER'S SERVICES ATTN: EDWARD S. HERRERA $602.96 $462.70
1786
$602.96
503(b)(9) 11-11795
$0.00 503(b)(9) 11-11801
1820 PUEBLO AVE NAPA, CA 94558
Based on review of supporting documentation filed with the claim, the claim includes $462.70 owed solely for goods not received within 20 days prior to the Petition Date, and pursuant to section 503(b)(9) of the Bankruptcy Code, only goods received within the 20 days prior to the Petition Date are valid priority claims. As such, $462.70 of the claim must be reclassified to a general unsecured claim. In addition, based on a review of the Debtors books and records, $137.01 of the claim was satisfied on 7/29/2011; therefore, the Debtors object to $137.01 of the claim based on satisfaction. Furthermore, no documents were provided in support of $3.25 of the claim. Finally, the claim should be reassigned to Case Number 801.
Claimant Reason
9
$1,006.32 UNS
ROTO-ROOTER SEWER-DRAIN SERV. ATTN: FRANCES O'DONNELL $1,066.68 $1,006.32
1011
$1,066.68
503(b)(9) 11-11795
$0.00 503(b)(9) 11-11801
1708 ENTERPRISE DR FAIRFIELD, CA 94533-5802
Based on review of supporting documentation filed with the claim, the claim includes amounts owed for services and for goods not received within 20 days of the Petition Date, and pursuant to section 503(b)(9) of the Bankruptcy Code, only goods received within the 20 days prior to the Petition Date are valid priority claims. As such, the entire claim must be reclassified to a general unsecured claim. In addition, $60.36 of the claim is supported by an invoice not reflected on the Debtors books and records. Finally, the claim should be reassigned to Case Number 801.
10
UNITED REFRIGERATION
751
$3,264.80
503(b)(9) 00-00000
$394.35 503(b)(9) 11-11795
ATTN: PATRICIA STAGLER $3,264.80
$649.12 UNS
$1,043.47
511 E. 19TH ST
BAKERSFIELD, CA 93305
Based on review of supporting documentation filed with the claim, the claim includes $649.12 owed for services, and pursuant to section 503(b)(9) of the Bankruptcy Code, only goods received within the 20 days prior to the Petition Date are valid priority claims. As such, $649.12 of the claim must be reclassified to a general unsecured claim. In addition, $1,052.55 of the claim was paid on 8/10/2011. As such, the Debtors object to $1,052.55 of the claim based on satisfaction. Furthermore, $1,168.78 of the claim is supported by invoices not reflected on the Debtors books and records. Finally, the claim should be reassigned to Case Number 795.
Claimant Reason
11
$616.25 UNS
WKPT 19 ATTN: BETTE LAWSON $743.75 $616.25
731
$743.75
503(b)(9) 00-00000
$0.00 503(b)(9) 11-11795
222 COMMERCE STREET KINGSPORT, TN 37660
Based on review of supporting documentation filed with the claim, the claim includes amounts owed solely for services, and pursuant to section 503(b)(9) of the Bankruptcy Code, only goods received within the 20 days prior to the Petition Date are valid priority claims. As such, the unpaid portion of the claim must be reclassified to a general unsecured claim. In addition, $127.50 of the claim was paid on 8/9/2011; therefore, the Debtors object to $127.50 of the claim based on satisfaction. Finally, the claim should be reassigned to Case Number 795.
Claimant Reason
201112201721
11-11798 (798)
11-11799 (799) 11-11800 (800)
11-11801 (801)
11-11802 (802) 11-11803 (803)
11-11804 (804)
MCID, INC.
11-11805 (805) 11-11806 (806)
00-00000 (000)
ADM
MODIFIED AMOUNT, RECLASSIFIED, WRONG DEBTOR CLAIMS DRAFT Dated 12/20/2011
Page 9 of 9
EXHIBIT C No Liability Claims
01: 11620986.3
070242.1001
201112201716
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) NO LIABILITY CLAIMS
Claimant Reason
446 $3,048.23 503(b)(9) and UNS 00-00000
Claim Number Claim Amount/ Classification* Filed In Case(s)*
ANDERSON CITY UTILITIES
ATTN: SUSIE STAPLETON $3,048.23
120 E. 8TH STREET
Based on a review of the supporting documentation filed with the claim, the amounts alleged are due and owing from a thirdparty franchisee and not the Debtors. As such, the Debtors object to the claim based on no liability.
ANDERSON, IN 46016
BOMGAARS INC.
644
$202.52
503(b)(9)
00-00000
ATTN: KATHY MUIRHEAD $202.52
1805 ZENITH AVE.
Based on a review of the Debtors books and records, there is nothing owing to this claimant. As such, the Debtors object to the claim based on no liability.
SIOUX CITY, IA 51103-5208
DAY TIMERS INC
495
$97.04
UNS
00-00000
ATTN: DANETTE M GERBINO $97.04
P.O. BOX 27001
LEHIGH VALLEY, PA 18002-7001
E.B. MILLER CONTRACTING, INC.
704
$583.00
503(b)(9)
00-00000
ATTN: JENNIFER MILLER $583.00
1701 MILLS AVE.
CINCINNATI, OH 45212
Based on a review of the supporting documentation filed with the claim, the claim includes an invoice in the amount of $583.00 that is for goods provided post-petition. Additionally, the invoice was paid on 8/10/2011. As such, the Debtors object to $583.00 of the claim based on no liability.
ETTLINE FOODS CORPORATION
304
$5,190.03
UNS
00-00000
ATTN: SCOTT A MCCORMICK $5,190.03
P.O. BOX 563
YORK, PA 17405-0563
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 1 of 4
Claimant Reason
FREDERICKSBURG GUIDEBOOK ATTN: JULIE JENNINGS $365.00
327
$365.00
UNS
00-00000
511 JACKSON ST FREDERICKSBURG, VA 22401
HILLYARD-INDIANA P.O. BOX 872361 $484.83
872
$484.83
UNS
00-00000
KANSAS CITY, MO 64187-2361
KYLE'S REFRIGERATION ATTN: KYLE AGEE $238.00
958
$238.00
503(b)(9)
00-00000
511 S POPLAR ST KENTON, TN 38233
METAL SUPERMARKETS INC ATTN: C NABER $12.00
441
$12.00
UNS
00-00000
4766 DUES DRIVE UNIT C CINCINNATI, OH 45246
10
OKLAHOMA STATE TREASURER UNCLAIMED PROPERTY DIVISION
536
No Amt Given**
UNS
11-11801
ATTN: ROBERT KNIGHT 4545 N. LINCOLN BLVD. STE. 106 OKLAHOMA CITY, OK 73105-3413
Claimant Reason
11
RENO RENDERING CO. ATTN: JAMES A WILLIAMS $1,800.00
311
$1,800.00
UNS
00-00000
1705 NORTH WELLS AVE RENO, NV 89512
12
SAN CLEMENTE TIMES LLC ATTN: ALYSSA GARRETT $155.00
262
$155.00
503(b)(9)
00-00000
34932 CALLE DEL SOL SUITE B CAPISTRANO BEACH, CA 92624 716 $1,526.58 UNS 00-00000
13
THOMA ELECTRIC INC. ATTN: ROBERT M SMITH $1,526.58
3562 EMPLEO STREET SUITE C SAN LUIS OBISPO, CA 93401-7367 1177 No Amt Given** UNS 11-11795
14
UTAH STATE TREASURER ATTN: L CORINNE RENDON
UNCLAIMED PROPERTY DIVISION P.O. BOX 140530 SALT LAKE CITY, UT 84114-0530 915 $89.00 UNS 00-00000
15
WM F MCDONOUGH PLUMBING ATTN: RYAN F MCDONOUGH $89.00
4585 TAMIAMI TRAIL PORT CHARLOTTE, FL 33980
Claimant Reason
201112201716
11-11798 (798)
11-11799 (799) 11-11800 (800)
11-11801 (801)
11-11802 (802) 11-11803 (803)
11-11804 (804)
MCID, INC.
11-11805 (805) 11-11806 (806)
00-00000 (000)
ADM
Page 4 of 4
EXHIBIT 2 Blackline
01: 11683209.1
070242.1001
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDERS INC.,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors. Ref. Docket NoNos. 1355 and ______
ORDER SUSTAINING, IN PART, DEBTORS THIRD (3rd) OMNIBUS (SUBSTANTIVE) OBJECTION TO CLAIMS PURSUANT TO SECTION 502(b) OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 3003 AND 3007 AND LOCAL RULE 3007-1 Upon consideration of the Third (3rd) Omnibus (Substantive) Objection to Claims Pursuant to Section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 3007-1 (the Objection)2 of the above-captioned debtors and debtors-in-possession (collectively, the Debtors) for the entry of an order, pursuant to section 502(b) of title 11 of the United States Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code), Rules 3003 and 3007 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rule 3007-1 of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the Local Rules), disallowing and expunging in full or reclassifying, reassigning and/or modifying each of the Disputed Claims identified on Exhibits A, B, and C attached hereto; and it appearing that due and sufficient notice of the Objection has been given under the circumstances; and after due deliberation and upon the Courts determination that the relief requested in the Objection is in the best interests of the Debtors, their estates and creditors
1
The Debtors, together with the last four digits of each Debtors federal tax identification number, are: Perkins & Marie Callenders Inc. (4388); Perkins & Marie Callenders Holding Inc. (3999); Perkins & Marie Callenders Realty LLC (N/A); Perkins Finance Corp. (0081); Wilshire Restaurant Group LLC (0938); PMCI Promotions LLC (7308); Marie Callender Pie Shops, Inc. (7414); Marie Callender Wholesalers, Inc. (1978); MACAL Investors, Inc. (4225); MCID, Inc. (2015); Wilshire Beverage, Inc. (5887); and FIV Corp. (3448). The mailing address for the Debtors is 6075 Poplar Avenue, Suite 800, Memphis, TN 38119. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Objection.
01: 11620986.211620986.3
070242.1001
and other parties in interest; and sufficient cause appearing for the relief requested in the Objection, it is hereby ORDERED, ADJUDGED AND DECREED that: 1. The Objection is sustained to the extent provided for herein and on Exhibits A, B,
and C attached hereto. 2. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and
3007 and Local Rule 3007-1, the Reclassified, Wrong Debtor Claims identified on Exhibit A attached hereto are hereby (i) reclassified to the priority levels indicated under the column titled Modified Claim Amount/Classification on Exhibit A attached hereto and (ii) reassigned to the case numbers (and corresponding Debtors) indicated under the column titled Modified Case on Exhibit A attached hereto. 3. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and
3007 and Local Rule 3007-1, the Modified Amount, Reclassified, Wrong Debtor Claims identified on Exhibit B attached hereto are hereby (i) modified by reducing or fixing the amounts of such Modified Amount, Reclassified, Wrong Debtor Claims to the dollar values listed under the column titled Modified Claim Amount/Classification on Exhibit B attached hereto, (ii) reclassified to the priority levels indicated under the column titled Modified Claim Amount/Classification on Exhibit B attached hereto and (iii) reassigned to the case numbers (and corresponding Debtors) indicated under the column titled Modified Case on Exhibit B attached hereto. 4. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and
3007 and Local Rule 3007-1, the No Liability Claims identified on Exhibit C attached hereto are hereby disallowed and expunged in their entirety.
2
01: 11620986.211620986.3 070242.1001
5.
Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and
3007 and Local Rule 3007-1, Claim Number 321 of Premier Construction and Remodeling shall be deemed to be (i) a general unsecured claim in the amount of $866.60 and a claim pursuant to section 503(b)(9) of the Bankruptcy Code in the amount of $3,466.39 and (ii) reassigned to case number 11-11801 (and the corresponding Debtor). 6. 5. Any and all rights of the Debtors and their estates to amend, supplement or
otherwise modify the Objection and to file additional objections to any and all claims filed in these Chapter 11 Cases, including, without limitation, any and all of the Disputed Claims, shall be reserved. Any and all rights, claims and defenses of the Debtors and their estates with respect to any and all of the Disputed Claims shall be reserved, and nothing included in or omitted from the Objection shall impair, prejudice, waive or otherwise affect any such rights, claims and defenses. 7. 6. This Court shall retain jurisdiction over any and all affected parties with respect
to any and all matters, claims or rights arising from or related to the implementation or interpretation of this Order. Dated: Wilmington, Delaware December ____, 2011
____________________________________ Kevin Gross Chief United States Bankruptcy Judge
3
01: 11620986.211620986.3 070242.1001
EXHIBIT A Reclassified, Wrong Debtor Claims
01: 11620986.211620986.3
070242.1001
EXHIBIT B Modified Amount, Reclassified, Wrong Debtor Claims
01: 11620986.211620986.3
070242.1001
EXHIBIT C No Liability Claims
01: 11620986.211620986.3
070242.1001

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDERS INC.

,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors.

EXHIBIT 1 Revised Proposed Order

____________________________________ Kevin Gross Chief United States Bankruptcy Judge

EXHIBIT A Reclassified, Wrong Debtor Claims

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

Modified Claim Amount/Classification

GANAHL LUMBER COMPANY

ATTN: KATHRYN SHADDOW

P.O. BOX 1326 $613.63 $613.63

2 $468.00 $496.08 UNS

HUMITECH OF IOWA, INC.

$0.00 PRI $496.08 UNS $496.08

ATTN: ALAN S ANDERSON

P.O. BOX 1027

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

Modified Claim Amount/Classification

J & J SNACK FOODS ATTN: DOLORES HERNANDEZ $16,232.00 $16,232.00

503(b)(9) 11-11795 and UNS

$0.00 503(b)(9) 11-11801

DEPARTMENT LA 21010 PASADENA, CA 91185-1010

ATTN: LINDA M SMITH $262.13

503(b)(9) 00-00000 and PRI

$0.00 503(b)(9) 11-11801

P.O. BOX 5099

$0.00 PRI $262.13 UNS

SANTA ROSA, CA 95402

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

Modified Claim Amount/Classification

LYNN GREEN'S HARDWARE-PLUMBING ATTN: JAMES ROY GREEN $100.00 $100.00

$11.98 503(b)(9) 11-11795 $88.02 UNS

111 BRIDGES AVE W. AUBURNDALE, FL 33823

6 $3.95 $53.90 UNS

$0.00 503(b)(9) 11-11801 $53.90 UNS $53.90

1699 NO. TERRY STREET #334

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

Modified Claim Amount/Classification

OKLAHOMA ELECTRIC COOPERATIVE ATTN: LINDA BLACKBURN $4,998.83 $4,998.83

$0.00 503(b)(9) 11-11801

P.O. BOX 1208 NORMAN, OK 73070

RANDY LUBAS COMEDY CLUB 927 21ST ST #5 $2,115.00

SANTA MONICA, CA 90403 $2,115.00

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

Modified Claim Amount/Classification

RCR & ASSOCIATES ATTN: SHARLA CROSBY $54.77 $54.77

$0.00 503(b)(9) 11-11801

1155 ANDREW LANE CORONA, CA 92881

SEMCO ENERGY GAS COMPANY

ATTN: LINDA PALING $572.34

$0.00 503(b)(9) 11-11795 $572.34 UNS $572.34

P.O. BOX 740812

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

Modified Claim Amount/Classification

SOUTHWEST LANDSCAPE INC. ATTN: MELISSA EVANGELISTA $1,156.50 $1,156.50

PO BOX 15611 SANTA ANA, CA 92705

SWEETWATER AUTHORITY 103

$0.00 503(b)(9) 11-11801 $1,737.00 UNS

ATTN: LINDSAY HOWES $1,737.00

505 GARRETT AVE

CHULA VISTA, CA 91910

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

Modified Claim Amount/Classification