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REORGANIZED DEBTORS SECOND (2ND) NOTICE OF CLAIMS AND/OR SCHEDULED AMOUNTS PREVIOUSLY SATISFIED TO: (I) THE U.S. TRUSTEE; (II) COUNSEL TO THE CLAIMS ADMINISTRATOR; (III) COUNSEL TO THE AGENT FOR THE DEBTORS PRE-PETITION CREDIT FACILITY AND POST-PETITION DEBTOR-INPOSSESSION FINANCING FACILITY; (IV) COUNSEL TO THE INDENTURE TRUSTEE FOR THE SENIOR SECURED NOTES; (V) COUNSEL TO THE INDENTURE TRUSTEE FOR THE SENIOR NOTES; (VI) COUNSEL TO THE RESTRUCTURING SUPPORT PARTIES; (VII) ALL PARTIES WHOSE SATISFIED CLAIMS, PARTIALLY SATISFIED CLAIMS, AND SATISFIED SCHEDULED AMOUNTS ARE SUBJECT TO THIS NOTICE; AND (VIII) ALL PARTIES THAT, AS OF THE FILING OF THIS NOTICE, HAVE REQUESTED NOTICE IN THESE CHAPTER 11 CASES PURSUANT TO BANKRUPTCY RULE 2002.
PLEASE TAKE NOTICE that Perkins & Marie Callenders, LLC and its affiliated Reorganized Debtors,2 by and through their undersigned counsel, hereby file this notice (the Notice) identifying (i) certain claims filed against the Debtors Estates and (ii) certain amounts scheduled against the Debtors Estates in the Schedules (as defined below), which have been satisfied or released, in full or in part, during the Chapter 11 Cases in accordance with the Bankruptcy Code, the Bankruptcy Rules, an order of the Court, or other applicable law. In support of this Notice, the Reorganized Debtors respectfully represent as follows: General Background 1.
1
On June 13, 2011 (the Petition Date), each of the Debtors filed a voluntary
The Debtors, together with the last four digits of each Debtors federal tax identification number, are: Perkins & Marie Callenders Inc. (4388); Perkins & Marie Callenders Holding Inc. (3999); Perkins & Marie Callenders Realty LLC (N/A); Perkins Finance Corp. (0081); Wilshire Restaurant Group LLC (0938); PMCI Promotions LLC (7308); Marie Callender Pie Shops, Inc. (7414); Marie Callender Wholesalers, Inc. (1978); MACAL Investors, Inc. (4225); MCID, Inc. (2015); Wilshire Beverage, Inc. (5887); and FIV Corp. (3448). The mailing address for the Debtors is 6075 Poplar Avenue, Suite 800, Memphis, TN 38119. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Plan (as hereinafter defined).
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petition for relief under chapter 11 of the Bankruptcy Code, and each thereby commenced chapter 11 cases in this Court. No request has been made for the appointment of a trustee or examiner, and subsequent to the Petition Date, the Debtors continued to operate their businesses and manage their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On June 24, 2011, the Office of the United States Trustee for the District of Delaware (the U.S. Trustee) appointed an Official Committee of Unsecured Creditors (the Committee) in the Chapter 11 Cases. 2. On September 9, 2011, the Debtors filed the Debtors Second Amended Disclosure Statement for Debtors Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 923] (including all exhibits thereto and as may be amended, modified or supplemented from time to time, the Disclosure Statement). That same day, the Court entered an order [Docket No. 935] approving the Disclosure Statement as containing adequate information within the meaning of section 1125 of the Bankruptcy Code. 3. On November 1, 2011, this Court entered an order [Docket No. 1287] (the Confirmation Order) confirming the Debtors Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (including all exhibits thereto and as may be amended, modified, or supplemented from time to time, and as supplemented by the Plan Supplement, the Plan) pursuant to section 1129 of the Bankruptcy Code and Bankruptcy Rule 3020. 4. 1370]. 5. Additional information about the Debtors businesses, the events leading up to the Petition Date, and the facts and circumstances surrounding the Debtors and the Chapter 11 Cases can be found in the Declaration of Joseph F. Trungale in Support of Debtors Chapter 11 Petitions and First Day Motions [Docket No. 19] filed on the Petition Date and incorporated by reference herein. Debtors Schedules 6. On July 11, 2011, each of the Debtors filed their Schedules of Assets and Liabilities [Docket Nos. 182, 184, 186, 188, 190, 192, 194, 196, 198, 200, 202, and 204] and on August 17, 2011, Debtors Perkins & Marie Callenders Inc. and Marie Callender Pie Shops, Inc. amended theirs [Docket Nos. 745 and 750] (collectively, as amended, the Schedules). Bar Date and Proofs of Claim 7. On June 13, 2011, this Court entered an order [Docket No. 36] appointing Omni Management Group, LLC (Omni) as the claims, balloting and noticing agent in these Chapter 11 Cases. Omni is authorized to maintain (i) all proofs of claim filed against the Debtors in these bankruptcy proceedings and (ii) an official claims register (the Claim Register) by docketing all proofs of claim in a claims database containing, among other things, information regarding the name and address of each claimant, the date the proof of claim was received by Omni, the 2
01: 11825478.1
The Effective Date of the Plan occurred on November 30, 2011 [Docket No.
claim number assigned to the proof of claim, and the asserted amount and classification of the claim. 8. On July 9, 2011, this Court entered an order [Docket No. 174] (the Bar Date Order) (i) establishing August 16, 2011 at 4:00 p.m. (prevailing Eastern Time) (the General Bar Date) as the final date and time for filing proofs of claim against the Debtors estates on account of claims (including, without limitation, any secured claims, priority claims, and claims under section 503(b)(9) of the Bankruptcy Code) which arose on or prior to the Petition Date, and (ii) approving the form and manner of notice of the Bar Date (as defined below). 9. Therein, the Court also established December 12, 2011 at 4:00 p.m. (prevailing Eastern Time) (the Government Bar Date) as the final date and time for any governmental unit to file a proof of claim against the Debtors estates on account of any claims that arose prior to or on the Petition Date. 10. Additionally, pursuant to the Bar Date Order, any person or entity asserting a claim (each, a Rejection Damages Claim) against the Debtors estates in connection with the Debtors rejection of an executory contract or unexpired lease under section 365 of the Bankruptcy Code is required to file a proof of claim on or before the later of (i) the General Bar Date or (ii) 4:00 p.m. (prevailing Eastern Time) on the date that is thirty (30) days following the entry of the order approving the rejection of such executory contract or unexpired lease pursuant to which the person or entity asserting the Rejection Damages Claim is a party (the Rejection Bar Date). 11. The Bar Date Order also provided that if the Debtors amend or supplement their Schedules subsequent to the date of service of the Bar Date Notice (as defined in the Bar Date Order), the Debtors shall give notice of any such amendment or supplement to the holders of claims affected thereby, and such holders shall be afforded the later of (i) the General Bar Date and (ii) twenty-one (21) days from the date on which such notice is given, to file proofs of claim in these Chapter 11 Cases in respect of their claims (together with the General Bar Date, the Government Bar Date and the Rejection Bar Date, collectively, the Bar Date). 12. Pursuant to the Bar Date Order, the Bar Date Notice, together with a proof of claim form, was served by first-class mail no later than two (2) calendar days after entry of the Bar Date Order on: (i) the U.S. Trustee; (ii) counsel to the Committee; (iii) all known holders of claims listed on the Schedules at the addresses stated therein; (iv) all parties known to the Debtors as having potential claims against any of the Debtors estates (as of the date of the entry of the Bar Date Order) and their counsel (if known); (v) all parties who have requested notice pursuant to Bankruptcy Rule 2002 (as of the date of the entry of the Bar Date Order); (vi) all known equity security holders of the Debtors; (vii) counsel to the agent for the Debtors prepetition Credit Facility and post-petition DIP Facility; (viii) counsel to the indenture trustee for the Senior Secured Notes; (ix) counsel to the indenture trustee for the Senior Notes; (x) counsel to the Restructuring Support Parties; (xi) all counterparties to any of the Debtors executory contracts and unexpired leases listed on the Schedules at the addresses stated therein; (xii) the attorneys of record to all parties to pending litigation against any of the Debtors (as of the date of the entry of the Bar Date Order); (xiii) the Internal Revenue Service, the United States 3
01: 11825478.1
Attorneys Office for the District of Delaware, and all taxing authorities for the jurisdictions in which the Debtors do business; and (xiv) the Securities and Exchange Commission [see Docket Nos. 276 and 280]. 13. In addition, in accordance with the Bar Date Order, the Publication Notice (as defined in the Bar Date Order) was published in the USA Today on July 21, 2011 [see Docket No. 380]. 14. Pursuant to Article VIII.D. of the Plan and Paragraph 27 of the Confirmation Order, any and all Claims for damages arising from the rejection of an executory contract or unexpired lease must be filed with the Court in accordance with the terms of the Final Order authorizing such rejection, but in no event later than December 30, 2011 at 4:00 p.m. (prevailing Eastern Time), except for any such Claims on account of an executory contract or unexpired lease rejected pursuant to Article VIII.B. of the Plan. Satisfied Claims and/or Satisfied Scheduled Amounts 15. In connection with the Reorganized Debtors review of claims filed to date against the Debtors Estates, the Reorganized Debtors have identified (i) certain claims filed against the Debtors Estates and (ii) certain amounts scheduled against the Debtors Estates in the Schedules, as claims and amounts that they believe were satisfied, in full or in part, during the Chapter 11 Cases in accordance with the Bankruptcy Code, the Bankruptcy Rules, an order of the Court, or other applicable law, including, without limitation, the Confirmation Order or certain first day orders entered by this Court authorizing the Debtors to satisfy on a postpetition basis certain pre-petition claims. 16. Specifically, the Reorganized Debtors have reviewed the Debtors books and records and have determined that (i) the claims listed on Exhibit A attached hereto (collectively, the Satisfied Claims) were satisfied in full, (ii) the claims listed on Exhibit B attached hereto (collectively, the Partially Satisfied Claims) were satisfied in part, and (iii) the amounts scheduled against the Debtors Estates in the Schedules listed on Exhibit C attached hereto (collectively, the Satisfied Scheduled Amounts) were satisfied in full, by payments or settlements made (or otherwise through a waiver or release) after the Petition Date. 17. Accordingly, the Reorganized Debtors, through Omni, intend to designate the Satisfied Claims, the Partially Satisfied Claims, and the Satisfied Scheduled Amounts on the Claims Register as having been previously satisfied in full or in part, as applicable, so that the Reorganized Debtors records are accurate for purposes of making distributions under the Plan. Out of an abundance of caution, however, the Reorganized Debtors thought it appropriate to serve this Notice on all parties whose Satisfied Claims, Partially Satisfied Claims and Satisfied Scheduled Amounts are subject to this Notice, so that such parties are provided an opportunity to object to the Reorganized Debtors position that such Satisfied Claims, Partially Satisfied Claims and Satisfied Scheduled Amounts have been fully or partially (as applicable) satisfied. 18. By this Notice, the Reorganized Debtors request that any party disputing the Reorganized Debtors position that a particular Satisfied Claim, Partially Satisfied Claim or Satisfied Scheduled Amount has been satisfied in full or in part, as applicable, file a written 4
01: 11825478.1
response (each, a Response) with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801, and at the same time serve such Response on the undersigned counsel to the Reorganized Debtors, on or before MARCH 20, 2012 AT 4:00 P.M. (ET) (the Response Deadline). The Reorganized Debtors will then make a reasonable effort to work with the claimant to review the particular Satisfied Claim, Partially Satisfied Claim or Satisfied Scheduled Amount identified in the Response to determine whether any asserted amounts were, in fact, not fully or partially (as applicable) satisfied. In the event that the parties are unable to reach a resolution, the Reorganized Debtors anticipate that a hearing will be held on the matter at a date and time to be determined by the Reorganized Debtors, in their discretion, subject to the Courts availability. 19. After the Response Deadline, the Reorganized Debtors intend to seek an order of the Court, in substantially the form attached hereto as Exhibit D (the Proposed Order), under certification of counsel or otherwise, providing that (i) no other or further payments or distributions under the Plan are required to be made by the Reorganized Debtors or the Debtors and their Estates on account of (a) the Satisfied Claims and the Satisfied Scheduled Amounts and (b) that portion of the Partially Satisfied Claims that has been satisfied and (ii) the Partially Satisfied Claims shall be modified by reducing or fixing the amounts of such Partially Satisfied Claims to the dollar values listed under the column titled Modified Claim Amount/Classification on Exhibit B attached hereto. Remainder of page intentionally left blank
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Reservation of Rights 20. The Reorganized Debtors and the Debtors and their Estates reserve any and all rights to amend, supplement or otherwise modify this Notice and the Schedules, and to file additional notices of this nature with respect to any and all (i) claims filed in these Chapter 11 Cases, including, without limitation, any and all of the Satisfied Claims and the Partially Satisfied Claims, and (ii) amounts scheduled against the Debtors Estates in the Schedules, including, without limitation, any and all of the Satisfied Scheduled Amounts. The Reorganized Debtors and the Debtors and their Estates also reserve any and all rights, claims and defenses with respect to any and all of the Satisfied Claims, the Partially Satisfied Claims and the Satisfied Scheduled Amounts, and nothing included in or omitted from this Notice shall impair, prejudice, waive or otherwise affect any such rights, claims and defenses. Dated: March 6, 2012 Wilmington, DE YOUNG CONAWAY STARGATT & TAYLOR, LLP By: /s/ Robert F. Poppiti, Jr. Robert S. Brady (No. 2847) Robert F. Poppiti, Jr. (No. 5052) Rodney Square, 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 - AND TROUTMAN SANDERS LLP Mitchel H. Perkiel Hollace T. Cohen Brett D. Goodman The Chrysler Building, 405 Lexington Avenue New York, NY 10174 Telephone: (212) 704-6000 Facsimile: (212) 704-6288 COUNSEL FOR REORGANIZED DEBTORS
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201203051421
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) SATISFIED CLAIMS
Claimant Reason
1545 $10,687.05 $10,687.05 UNS No Amt Given** 503(b)(9) 11-11795
MEMPHIS, TN 38117
Based on a review of the Debtors' books and records, the claim was satisfied in full pursuant to check number 1253726 in the amount of $29,321.53 dated 1/04/2011. This amount represented payment by the Debtors of the Cure Amount associated with the Debtors' assumption, pursuant to the Plan and the Confirmation Order, of an executory contract or unexpired lease to which the claimant was a counterparty, and fully satisfied the claim.
2193
$5,644.65
UNS
11-11795
AURORA, CO 80012
Based on a review of the Debtors' books and records, the claim was satisfied in full on 12/06/2011 through check number 1250532 in the amount of $2,713.71. This amount represented payment by the Debtors of the Cure Amount associated with the Debtors' assumption, pursuant to the Plan and Confirmation Order, of an executory contract or unexpired lease to which the claimant was a counterparty, and fully satisfied the claim.
2194
$2,128.32
UNS
11-11795
Based on a review of the Debtors' books and records, the claim was satisfied in full on 12/06/2011 through check number 1250532 in the amount of $2,713.71. This amount represented payment by the Debtors of the Cure Amount associated with the Debtors' assumption, pursuant to the Plan and Confirmation Order, of an executory contract or unexpired lease to which the claimant was a counterparty, and fully satisfied the claim.
11-11795
BEXAR COUNTY
2168
$55,730.89
SEC
Based on a review of the Debtors' books and records, the claim was satisfied in full on 1/13/2012 pursuant to check numbers 243792, 243795, 243796 and 243797.
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 1 of 4
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) SATISFIED CLAIMS
Claimant Reason
5
$6,465.47
CITY AND COUNTY OF DENVER / TREASURY ATTN: KAREN KATROS, BANKRUPTCY ANALYST $7,151.51
2272
$7,151.51
11-11795
Based on a review of the supporting documentation filed with the claim, this claim is for various postpetition tax assessments. Based on a review of the Debtors books and records, the claim was satisfied pursuant to an agreement with the Denver tax auditor via check number 1253982 in the amount of $2,536.70.
196
$7,296.00
UNS
11-11795
Based on a review of the Debtors' books and records, the claim was satisfied in full on 8/03/2012.
2195
$16,584.10
PRI
11-11801
ATTN: AMY E. EVERSON P.O. BOX 942879 SACRAMENTO, CA 94279-0055 2196 $498.00 PRI 11-11806
Based on a review of the Debtors books and records, this claim was satisfied in full on 2/10/2012 pursuant to check number 245371.
ATTN: AMY E. EVERSON P.O. BOX 942879 SACRAMENTO, CA 94279-0055 2197 $283.00 PRI
Based on a review of the Debtors books and records, this claim was satisfied in full on 2/10/2012 pursuant to check number 245371.
11-11802
Based on a review of the Debtors books and records, this claim was satisfied in full on 2/10/2012 pursuant to check number 245371.
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 2 of 4
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) SATISFIED CLAIMS
Claimant Reason
10
2176
$2,576.76
SEC
11-11801
Based on a review of the Debtors' books and records, the claim was satisfied in full on 1/25/2012 pursuant to check number 244329.
11
2177
$2,002.41
SEC
11-11805
Based on a review of the Debtors' books and records, the claim was satisfied in full on 1/25/2012 pursuant to check number 244328.
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 3 of 4
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) SATISFIED CLAIMS
Claimant Reason
201203051421
Debtor Case Number Legend 11-11795 (795) PERKINS & MARIE CALLENDERS INC. 11-11796 (796) PERKINS & MARIE CALLENDER'S HOLDING INC. 11-11797 (797) PERKINS & MARIE CALLENDER'S REALTY LLC
11-11798 (798)
11-11801 (801)
11-11804 (804)
MCID, INC.
00-00000 (000)
ADM
Administrative Claim
Page 4 of 4
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201203051417
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) PARTIALLY SATISFIED CLAIMS
Claimant Reason
1162 $180,965.00 UNS 11-11795 $98,430.00 UNS
77 W. 66TH ST.
Based on a review of the Debtors' books and records, $82,535.00 of the claim was paid on 08/29/2011.
ACE ELECTRIC
16
$1,184.58
UNS
11-11795
$841.58 UNS
PO BOX 557
Based on a review of the Debtors' books and records, $343.00 of the claim was paid on 7/12/11.
ACOSTA LANDSCAPE
1201
$2,565.00
UNS
11-11801
$2,035.00 UNS
Based on a review of the Debtors' books and records, $530.00 of the claim was paid on 8/31/2011.
VENTURA, CA 93002
318
$979.33
UNS
11-11801
$359.11 UNS
$359.11
Based on a review of the Debtors' books and records, $620.22 of the claim was satisfied as follows: $179.55 was paid on 07/22/2011; $262.76 was paid on 07/27/2011; and $177.91 was paid on 08/10/2011.
* - 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 16
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) PARTIALLY SATISFIED CLAIMS
Claimant Reason
997
$1,688.33
UNS
11-11801
$584.49 UNS
Based on a review of the Debtors' books and records, $1,103.84 of the claim was satisfied as follows: $609.00 was paid on 12/15/2010; $220.00 was paid on 3/16/2011; and $274.84 was paid on 9/2/2011.
584
$1,343.42
UNS
11-11795
$623.08 UNS
FARGO, ND 58104
Based on a review of the Debtors' books and records, $720.34 of the claim was satisfied as follows: $351.62 was paid on 7/20/2011; and $368.72 was paid on 8/10/2011.
163
$1,360.77
UNS
11-11795
$228.37 UNS
AMES, IA 50010
Based on a review of the Debtors' books and records, $1,132.40 of the claim was satisfied as follows: $812.80 was paid on 7/06/2011; and $319.60 was paid on 8/10/2011.
52
$2,698.21
UNS
11-11795
$2,209.42 UNS
Based on a review of the Debtors books and records, $488.79 of the claim was paid on 7/22/2011.
MINNEAPOLIS, MN 55408
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 2 of 16
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) PARTIALLY SATISFIED CLAIMS
Claimant Reason
194
$669.77
UNS
11-11795
$654.98 UNS
Based on a review of the Debtors books and records, $14.79 of the claim was paid on 7/21/2011.
10
BELTRAM SOUTH
230
$567.84
UNS
11-11795
$332.65 UNS
FT MYERS, FL 33901
Based on a review of the Debtors books and records, $235.19 of the claim was satisfied as follows: $12.44 of the claim was paid on 8/16/2011; and $222.75 was paid on 3/1/2011.
11
2181
$1,324.39
PRI
11-11795
$662.19 PRI
Based on a review of the Debtors' books and records, $662.20 of the claim was paid on 12/20/2011.
12
Based on a review of the Debtors' books and records, $1,404.36 of the claim was paid on 06/27/2011.
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 3 of 16
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) PARTIALLY SATISFIED CLAIMS
Claimant Reason
13
$2,365.44 $2,365.44 UNS
BOTTLING GROUP, LLC D/B/A PEPSI BEVERAGES CO. C/O FRANK/GECKER LLP ATTN: JOSEPH FRANK 325 N. LASALLE STREET, SUITE 625 $2,790.62 $2,365.44
1793
$425.18
PRI UNS
11-11801
$0.00 PRI
Based on a review of the Debtors' books and records, the valid 503(b)(9) portion of the claim, $425.18, was paid on 8/24/11.
CHICAGO, IL 60654
14
235
$936.00
UNS
11-11795
$180.00 UNS
Based on a review of the Debtors' books and records, $756.00 of the claim was paid on 07/29/2011.
FREDERICK, MD 21704
15
570
$1,063.37
UNS
11-11801
$985.45 UNS
Based on a review of the Debtors' books and records, $77.92 of the claim was paid on 07/20/2011.
16
899
$235.47
UNS
11-11795
$182.12 UNS
Based on a review of the Debtors' books and records, $53.45 of the claim was paid on 8/05/11. $182.12
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 4 of 16
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) PARTIALLY SATISFIED CLAIMS
Claimant Reason
17
1272
$2,969.68
UNS
11-11795
$2,894.68 UNS
KEATING MUETHING & KLEKAMP PLL ONE E. 4TH ST., STE. 1400 CINCINNATI, OH 45202
Based on a review of the Debtors books and records, $75.00 of the claim was satisfied as follows: $25.00 was paid on 6/1/11; $25.00 was paid on 6/8/11; and $25.00 was paid on 6/22/11.
2210
$10,212.93
PRI
11-11795
$2,104.94 PRI
DENVER, CO 80202
Based on a review of the supporting documentation filed with the claim, this claim is for various postpetition tax assessments. Based on a review of the Debtors books and records, $8,107.99 of the claim relating to Sales Tax, Use Tax and Occupational Tax was satisfied pursuant to an agreement with the Denver tax auditor via check number 1253982 in the amount of $2,536.70.
19
398
$1,382.16
UNS
11-11795
$1,184.70 UNS
Based on a review of the Debtors' books and records, $197.46 of the claim was paid on 07/29/2011. $1,184.70
1693
$573.68
503(b)(9)
11-11801
Based on a review of the Debtors books and records, the valid 503(b)(9) portion of the claim, $573.68, was satisfied on 7/1/2011.
92 UNION AVENUE
CRESSKILL, NJ 07626
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 5 of 16
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) PARTIALLY SATISFIED CLAIMS
Claimant Reason
21
$621.00 UNS
1723
$138.00 $645.50
503(b)(9) UNS
11-11795
$0.00 503(b)(9)
Based on a review of the Debtors' books and records, the valid 503(b)(9) portion of the claim, $162.50, was satisfied as follows: $90.00 was paid on 7/22/2011; and $72.50 was paid on 8/05/2011.
22
500
$1,105.15
UNS
11-11795
$735.09 UNS
Based on a review of the Debtors' books and records, $370.22 of the claim was paid on 07/28/2011.
LONGWOOD, FL 32750
23
1940
$762.81
UNS
11-11795
$672.97 UNS
51 S. 14TH STREET
Based on a review of the Debtors' books and records, $89.84 of the claim was paid on 08/08/2011.
QUAKERTOWN, PA 18951
24
379
$185.00
503(b)(9)
11-11801
$276.82
UNS
Based on a review of the Debtors books and records, $108.00 of this claim was paid on 7/26/2011.
EUGENE, OR 97401
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 6 of 16
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) PARTIALLY SATISFIED CLAIMS
Claimant Reason
25
707
$21,734.23
UNS
11-11795
$21,294.84 UNS
Based on a review of the Debtors books and records, $439.39 of the claim was satisfied on 7/21/2011.
26
77
$3,385.00
UNS
11-11795
$3,085.00 UNS
PEORIA, IL 61604
Based on a review of the Debtors' books and records, $300.00 of the claim was paid on 7/15/11.
27
516
$106,838.21
UNS
11-11795
$87,017.03 UNS
CINCINNATI, OH 45201
Based on a review of the Debtors books and records, $19,821.18 of the claim was satisfied as follows: $19,617.86 was paid on 07/26/2011; and $203.32 was paid on 07/11/2011.
28
2157
$4,728.18
PRI
11-11795
$1,059.49
UNS
Based on a review of the Debtors books and records, $4,728.18 of the claim was paid on 12/16/2011.
TIMONIUM, MD 21094
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 7 of 16
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) PARTIALLY SATISFIED CLAIMS
Claimant Reason
29
904
$2,221.05
UNS
11-11801
$2,067.01 UNS
Based on a review of the Debtors' books and records, $154.04 of the claim was paid on 08/08/2011.
30
243
$526.11
UNS
11-11795
$385.37 UNS
Based on a review of the Debtors' books and records, $140.74 of the claim was paid on 07/20/2011.
31
743
$1,457.33
UNS
11-11795
$838.41 UNS
Based on a review of the Debtors books and records, $618.92 of the claim was paid on 8/26/2011.
PEORIA, IL 61607-2093
32
393
$248.25
UNS
11-11795
$165.85 UNS
Based on a review of the Debtors' books and records, $82.40 of the claim was paid on 08/17/2011.
AMES, IA 50011
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 8 of 16
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) PARTIALLY SATISFIED CLAIMS
Claimant Reason
33
1680
$2,754.00
UNS
11-11795
$2,203.00 UNS
Based on a review of the Debtors books and records, $550.80 of the claim was paid on 8/12/2011.
34
1459
$18,346.87
UNS
11-11795
$13,329.86 UNS
KISSIMMEE, FL 34741
Based on a review of the Debtors books and records, $5,016.93 of the claim was for services provided post-petition and was satisfied as follows: $317.53 was paid on 7/9/2011; $451.90 was paid on 7/23/2011; and $4,247.50 was paid on 7/31/2011.
35
130
$1,980.00
UNS
11-11795
$1,610.00 UNS
SHAWNEE, KS 66216
Based on a review of the Debtors' books and records, $370.00 of the claim was satisfied as follows: $185.00 was paid on 7/29/11; and $185.00 was paid on 8/24/11.
36
LOS ANGELES COUNTY TREASURER AND TAX COLLECTOR ATTN: MANLING KUO $1,423.75
2175
$1,423.75
SEC
11-11801
$83.50 SEC
Based on a review of the Debtors books and records, $1,340.25 of the claim was paid on 10/14/2011.
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 9 of 16
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) PARTIALLY SATISFIED CLAIMS
Claimant Reason
37
126
$390.00
UNS
11-11795
$270.00 UNS
Based on a review of the Debtors' books and records, $120.00 of the claim was paid on 8/5/11.
38
686
$2,025.00
UNS
11-11801
$1,350.00 UNS
Based on a review of the Debtors' books and records, $675.00 of the claim was paid on 08/01/2011.
FRESNO, CA 93776-1986
401
$412.49
503(b)(9)
11-11795
Based on a review of the Debtors' books and records, $412.49 of the claim was paid on 07/01/2011.
GREENSBORO, NC 27416-0846
40
1990
$2,724.54
UNS
11-11801
$2,216.74 UNS
Based on a review of the Debtors' books and records, $507.80 of the claim was paid on 08/10/2011.
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 10 of 16
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) PARTIALLY SATISFIED CLAIMS
Claimant Reason
41
873
$2,778.04
UNS
11-11795
$2,138.90 UNS
Based on review of the Debtors' books and records, $639.14 of the claim was satisfied as follows: $310.64 was paid on 7/27/2011; and $328.50 was paid on 8/3/2011.
42
33
$16,825.80
UNS
11-11795
$16,660.06 UNS
Based on a review of the Debtors' books and records, $165.74 of the claim was paid on 7/1/11.
PO BOX 727
LA CROSSE, WI 54602-0727
43
1173
$11,735.15
UNS
11-11795
$5,147.82 UNS
Based on a review of the Debtors' books and records, $6,587.33 of the claim was paid on 06/15/2011.
PHILADELPHIA, PA 19103
44
PIPE MAINTENANCE
557
$560.00
UNS
11-11801
$220.00 UNS
Based on a review of the Debtors books and records, $340.00 of the claim was satisfied as follows: $120.00 was paid on 7/20/2011; and $220.00 was paid on 7/27/2011.
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 11 of 16
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) PARTIALLY SATISFIED CLAIMS
Claimant Reason
45
964
$19,842.15
UNS
11-11795
$16,591.94 UNS
Based on a review of the Debtors books and records, $3,250.21 of the claim was satisfied as follows: $3,127.47 was paid on 7/11/2011; and $122.74 was paid on 7/1/2011.
46
STAPLES INC.
218
$1,195.43
UNS
11-11795
$972.99 UNS
Based on a review of the Debtors' books and records, $222.44 of the claim was paid on 7/18/11.
FRAMINGHAM, MA 01702
47
2002
$257.23
UNS
11-11801
$45.00 UNS
Based on a review of the Debtors' books and records, $212.23 of the claim was paid on 7/22/2011.
48
2004
$318.29
UNS
11-11795
$170.00 UNS
Based on a review of the Debtors books and records, $148.29 of the claim was paid on 7/28/2011.
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 12 of 16
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) PARTIALLY SATISFIED CLAIMS
Claimant Reason
49
TANNOR PARTNERS CREDIT FUND, LP AS ASSIGNEE OF CITY OF SCHOFIELD SEWER AND WATER ATTN: ROBERT TANNOR 150 GRAND STREET, SUITE 401 $1,815.43 $1,664.14
1522
$1,815.43
UNS
11-11795
$1,664.14 UNS
Based on a review of the Debtors' books and records, $151.29 of the claim was for services provided post-petition and was paid on 7/27/2011.
50
TECHNO-CONCEPTS CORPORATION
94
$5,975.00
UNS
11-11795
$4,275.00 UNS
Based on a review of the Debtors books and records, $1,700.00 of the claim was paid on 8/5/2011.
51
2188
$20,602.56
PRI
11-11795
$19,998.00 PRI
$458.71
UNS
$0.00 UNS
$19,998.00
Based on a review of the Debtors' books and records, $1,063.27 of the claim, including the unsecured portion of the claim, was paid on 11/29/2011.
NASHVILLE, TN 37202-0207
52
284
$775.00
UNS
11-11795
$590.00 UNS
Based on a review of the Debtors books and records, $185.00 of the claim was paid on 07/28/2011.
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 13 of 16
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) PARTIALLY SATISFIED CLAIMS
Claimant Reason
53
1663
$5,841.20
UNS
11-11795
$5,222.40 UNS
Based on a review of the Debtors' books and records, $618.80 of the claim was for services provided post-petition and was paid on 08/11/2011.
54
79
$790.86
UNS
11-11795
$527.24 UNS
Based on a review of the Debtors' books and records, $263.62 of the claim was paid on 7/22/11.
55
80
$1,070.83
UNS
11-11795
$600.00 UNS
Based on a review of the Debtors' books and records, $470.83 of the claim was satisfied as follows: $170.83 was paid on 7/20/11; and $300.00 was paid on 7/27/11.
56
13
$1,713.31
503(b)(9)
11-11795
$503.30
UNS
WAUKEGAN, IL 60085
Based on a review of the Debtors books and records, $1,904.14 of the claim was satisfied as follows: $1,713.31 of the claim was paid on 7/8/2011; and $190.83 of the claim was paid on 7/1/2011.
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 14 of 16
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) PARTIALLY SATISFIED CLAIMS
Claimant Reason
57
1027
$30,580.79
503(b)(9)
11-11801
$28,596.55 503(b)(9)
Based on a review of the Debtors' books and records, $992.12 of the claim was paid on 07/27/2011.
58
268
$2,079.36
UNS
11-11795
$1,793.50 UNS
Based on a review of the Debtors' books and records, $285.86 of the claim was paid on 07/27/2011.
933
$126.12
503(b)(9)
11-11795
Based on a review of the Debtors' books and records, $63.06 of the claim was paid on 8/03/2011.
60
1727
$200.00
UNS
11-11801
$100.00 UNS
Based on a review of the Debtors books and records, $100.00 of the claim was paid on 8/25/2011.
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 15 of 16
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) PARTIALLY SATISFIED CLAIMS
Claimant Reason
201203051417
Debtor Case Number Legend 11-11795 (795) PERKINS & MARIE CALLENDERS INC. 11-11796 (796) PERKINS & MARIE CALLENDER'S HOLDING INC. 11-11797 (797) PERKINS & MARIE CALLENDER'S REALTY LLC
11-11798 (798)
11-11801 (801)
11-11804 (804)
MCID, INC.
00-00000 (000)
ADM
Administrative Claim
Page 16 of 16
01: 11825478.1
201203051424
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) SATISFIED SCHEDULED AMOUNTS
EMPIRE DISTRICT
Based on a review of the Debtors books and records, the scheduled amount was satisfied by application of the deposit held by the utility provider.
57821
$2,500.00
11-11795
Based on a review of the Debtors' books and records, the scheduled amount was paid by a third party franchisee and subsequently reimbursed by the Debtors pursuant to check number 44770 on 12/21/2011.
RAINSWEET, INC.
53434
$28,414.20
11-11801
Based on a review of the Debtors' books and records, the scheduled amount was satisfied in full on 08/05/2011.
SALEM, OR 97303
Page 1 of 4
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) SATISFIED SCHEDULED AMOUNTS
57720
$2,221.36
11-11795
Based on a review of the Debtors' books and records, the scheduled amount was satisfied in full on 01/06/2012.
PHILADELPHIA, PA 19116-3501
WBME-TV
57871
$1,330.25
11-11795
CHICAGO, IL 60694-9900
Based on a review of the Debtors' books and records, the scheduled amount was paid by a third party franchisee and subsequently reimbursed by the Debtors pursuant to check number 44770 on 12/21/2011.
WCGV
57872
$1,542.75
11-11795
MILWAUKEE, WI 53216
Based on a review of the Debtors' books and records, the scheduled amount was paid by a third party franchisee and subsequently reimbursed by the Debtors pursuant to check number 44770 on 12/21/2011.
WDJT - TV
57873
$4,458.25
11-11795
CHICAGO, IL 60694-9900
Based on a review of the Debtors' books and records, the scheduled amount was paid by a third party franchisee and subsequently reimbursed by the Debtors pursuant to check number 44770 on 12/21/2011.
Page 2 of 4
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) SATISFIED SCHEDULED AMOUNTS
57878
$6,906.25
11-11795
Based on a review of the Debtors' books and records, the scheduled amount was paid by a third party franchisee and subsequently reimbursed by the Debtors pursuant to check number 44770 on 12/21/2011.
WITI - TV
57879
$10,081.00
11-11795
CHICAGO, IL 60677-3006
Based on a review of the Debtors' books and records, the scheduled amount was paid by a third party franchisee and subsequently reimbursed by the Debtors pursuant to check number 44770 on 12/21/2011.
10
WVTV MILWAUKEE
57889
$1,530.00
11-11795
MILWAUKEE, WI 53216
Based on a review of the Debtors' books and records, the scheduled amount was paid by a third party franchisee and subsequently reimbursed by the Debtors pursuant to check number 44770 on 12/21/2011.
Page 3 of 4
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) SATISFIED SCHEDULED AMOUNTS
201203051424
Debtor Case Number Legend 11-11795 (795) PERKINS & MARIE CALLENDERS INC. 11-11796 (796) PERKINS & MARIE CALLENDER'S HOLDING INC. 11-11797 (797) PERKINS & MARIE CALLENDER'S REALTY LLC
11-11798 (798)
11-11801 (801)
11-11802 (802)
11-11803 (803)
11-11804 (804)
MCID, INC.
11-11805 (805)
11-11806 (806)
FIV CORP.
Page 4 of 4
01: 11825478.1
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDERS INC.,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors. Ref. Docket No. ______
ORDER REGARDING REORGANIZED DEBTORS SECOND (2ND) NOTICE OF CLAIMS AND/OR SCHEDULED AMOUNTS PREVIOUSLY SATISFIED Upon consideration of the (i) Reorganized Debtors Second (2ND) Notice of Claims and/or Scheduled Amounts Previously Satisfied [Docket No. __] (the Notice)2 and (ii) Certification of Counsel With Respect to the Proposed Order Regarding Reorganized Debtors Second (2ND) Notice of Claims and/or Scheduled Amounts Previously Satisfied, each filed by the Reorganized Debtors; and it appearing that, under the circumstances, due and sufficient notice of the Notice, including the procedures provided for and the relief sought therein, has been given; and after due deliberation and upon the Courts determination that the procedures provided for and the relief sought in the Notice is in the best interests of the Reorganized Debtors and the Debtors, their Estates and creditors and other parties in interest; and with sufficient cause appearing for the procedures provided for and the relief sought in the Notice, it is hereby ORDERED, ADJUDGED AND DECREED that:
The Debtors, together with the last four digits of each Debtors federal tax identification number, are: Perkins & Marie Callenders Inc. (4388); Perkins & Marie Callenders Holding Inc. (3999); Perkins & Marie Callenders Realty LLC (N/A); Perkins Finance Corp. (0081); Wilshire Restaurant Group LLC (0938); PMCI Promotions LLC (7308); Marie Callender Pie Shops, Inc. (7414); Marie Callender Wholesalers, Inc. (1978); MACAL Investors, Inc. (4225); MCID, Inc. (2015); Wilshire Beverage, Inc. (5887); and FIV Corp. (3448). The mailing address for the Debtors is 6075 Poplar Avenue, Suite 800, Memphis, TN 38119. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Notice.
2
01: 11825478.1
1.
With respect to the Satisfied Claims identified on Exhibit A attached hereto and
the Satisfied Scheduled Amounts identified on Exhibit C attached hereto, the relief sought in the Notice is granted and no other or further payments or distributions under the Plan are required to be made by the Reorganized Debtors or the Debtors and their Estates on account of such Satisfied Claims and Satisfied Scheduled Amounts. 2. With respect to the Partially Satisfied Claims identified on Exhibit B attached
hereto, the relief sought in the Notice is granted and (i) no other or further payments or distributions under the Plan are required to be made by the Reorganized Debtors or the Debtors and their Estates on account of that portion of such Partially Satisfied Claims that has been satisfied and (ii) such Partially Satisfied Claims shall be modified by reducing or fixing the amounts of such Partially Satisfied Claims to the dollar values listed under the column titled Modified Claim Amount/Classification on Exhibit B attached hereto. 3. The claims agent in the Chapter 11 Cases, Omni Management Group, LLC, is
hereby authorized and empowered to amend the Claims Register as necessary to comport with the entry of this Order. 4. The Reorganized Debtors and the Debtors and their Estates are authorized and
empowered to take any and all necessary steps to carryout and otherwise effectuate the terms of this Order. 5. Any and all rights of the Reorganized Debtors and the Debtors and their Estates to
amend, supplement or otherwise modify the Notice and the Schedules and to file additional notices in the nature of the Notice with respect to any and all (i) claims filed in these Chapter 11 Cases, including, without limitation, any and all of the Satisfied Claims and the Partially Satisfied Claims, and (ii) amounts scheduled against the Debtors Estates in the Schedules,
2
01: 11825478.1
including, without limitation, any and all of the Satisfied Scheduled Amounts, shall be reserved. Any and all rights, claims and defenses of the Reorganized Debtors and the Debtors and their Estates with respect to any and all of the Satisfied Claims, the Partially Satisfied Claims and the Satisfied Scheduled Amounts shall be reserved, and nothing included in or omitted from the Notice shall impair, prejudice, waive or otherwise affect any such rights, claims and defenses. 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 March ____, 2012
3
01: 11825478.1