10000018863

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

Objection Deadline: January 6, 2012 at 4:00 p.m. (ET) Hearing Date: January 19, 2012 at 9:30 a.m. (ET)
NOTICE OF REORGANIZED DEBTORS EIGHTH (8TH) OMNIBUS (SUBSTANTIVE) OBJECTION TO CLAIMS PURSUANT TO SECTION 502(b) OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 3003 AND 3007 AND LOCAL RULE 3007-1 TO: (I) THE U.S. TRUSTEE; (II) COUNSEL TO THE CLAIMS ADMINISTRATOR; (III) COUNSEL TO THE AGENT FOR THE DEBTORS PRE-PETITION CREDIT FACILITY AND POST-PETITION DEBTOR-INPOSSESSION FINANCING FACILITY; (IV) COUNSEL TO THE INDENTURE TRUSTEE FOR THE SENIOR SECURED NOTES; (V) COUNSEL TO THE INDENTURE TRUSTEE FOR THE SENIOR NOTES; (VI) COUNSEL TO THE RESTRUCTURING SUPPORT PARTIES; (VII) CLAIMANTS WHOSE DISPUTED CLAIMS ARE SUBJECT TO THE OBJECTION; AND (VIII) ALL PARTIES THAT, AS OF THE FILING OF THE OBJECTION, HAVE REQUESTED NOTICE IN THESE CHAPTER 11 CASES PURSUANT TO BANKRUPTCY RULE 2002.
PLEASE TAKE NOTICE that Perkins & Marie Callenders, LLC and its affiliated Reorganized Debtors2 have filed the attached Eighth (8th) Omnibus (Substantive) Objection to Claims Pursuant to Section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 3007-1 (the Objection) with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court). PLEASE TAKE FURTHER NOTICE that any responses (each, a Response) to the relief requested in the Objection must be filed on or before January 6, 2012 at 4:00 p.m. (ET) (the Response Deadline) with the United States Bankruptcy Court for the District of
The Debtors, together with the last four digits of each Debtors federal tax identification number, are: Perkins & Marie Callenders Inc. (4388); Perkins & Marie Callenders Holding Inc. (3999); Perkins & Marie Callenders Realty LLC (N/A); Perkins Finance Corp. (0081); Wilshire Restaurant Group LLC (0938); PMCI Promotions LLC (7308); Marie Callender Pie Shops, Inc. (7414); Marie Callender Wholesalers, Inc. (1978); MACAL Investors, Inc. (4225); MCID, Inc. (2015); Wilshire Beverage, Inc. (5887); and FIV Corp. (3448). The mailing address for the Debtors is 6075 Poplar Avenue, Suite 800, Memphis, TN 38119.
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Reorganized Debtors and Debtors shall have the meaning ascribed to such terms in the Debtors Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code.
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Delaware, 824 N. Market Street, 3rd Floor, Wilmington, Delaware 19801. At the same time, any party submitting a Response (each, a Respondent) must serve a copy of its Response upon the undersigned counsel to the Reorganized Debtors so as to be received on or before the Response Deadline. PLEASE TAKE FURTHER NOTICE that any Response must contain, at a minimum, the following: (a) a caption setting forth the name of the Bankruptcy Court, the case number and the title of the Objection to which the Response is directed; (b) the name of the Respondent and a description of the basis for the amount and classification asserted in the Disputed Claim (as defined in the Objection), if applicable; (c) a concise statement setting forth the reasons why the Disputed Claim should not be disallowed, modified and/or reclassified for the reasons set forth in the Objection, including, but not limited to, the specific factual and legal bases upon which the Respondent will rely in opposing the Objection; (d) all documentation or other evidence of the Disputed Claim or asserted amount and classification, to the extent not included with the proof of claim previously filed with the Bankruptcy Court, upon which the Respondent will rely in opposing the Objection at the Hearing (as defined below); (e) the address(es) to which the Reorganized Debtors must return any reply to the Response; and (f) the name, address and telephone number of the person (which may be the claimant or its legal representative) possessing ultimate authority to reconcile, settle or otherwise resolve the Disputed Claim and/or the Response on behalf of the Respondent. PLEASE TAKE FURTHER NOTICE THAT A HEARING (THE HEARING) TO CONSIDER THE OBJECTION WILL BE HELD ON JANUARY 19, 2012 AT 9:30 A.M. (ET) BEFORE THE HONORABLE KEVIN GROSS IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 N. MARKET STREET, 6TH FLOOR, COURTROOM #3, WILMINGTON, DELAWARE 19801.
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PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND TO THE OBJECTION IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED THEREIN WITHOUT FURTHER NOTICE OR A HEARING. Dated: December 20, 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 THE REORGANIZED DEBTORS
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDERS INC.,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors.
Objection Deadline: January 6, 2012 at 4:00 p.m. (ET) Hearing Date: January 19, 2012 at 9:30 a.m. (ET)
REORGANIZED DEBTORS EIGHTH (8TH) OMNIBUS (SUBSTANTIVE) OBJECTION TO CLAIMS PURSUANT TO SECTION 502(b) OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 3003 AND 3007 AND LOCAL RULE 3007-1 Perkins & Marie Callenders, LLC and its affiliated Reorganized Debtors,2 by and through their undersigned counsel, hereby submit this objection (the Objection), pursuant to section 502(b) of title 11 of the United States Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code), Rules 3003 and 3007 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rule 3007-1 of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the Local Rules), to each of the claims (collectively, the Disputed Claims) listed on Exhibits A and B to the proposed form of order (the Proposed Order) attached hereto as Exhibit 2, and request the entry of the Proposed Order disallowing and expunging in full, modifying, reclassifying, or modifying and reclassifying each of the Disputed Claims, as indicated in further detail below and on Exhibits A and B to the Proposed Order. In support of this Objection, the Reorganized Debtors rely on the Declaration of Karen Larson-Young in Support of the Reorganized Debtors Eighth (8th)
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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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 Larson-Young Declaration), a copy of which is attached hereto as Exhibit 1. In further support of this Objection, the
Reorganized Debtors respectfully represent as follows: Jurisdiction and Venue 1. This Court has jurisdiction to consider this Objection under 28 U.S.C. 157 and
1334. This is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 2. Venue of the above-captioned chapter 11 cases and this Objection are proper in
this District pursuant to 28 U.S.C. 1408 and 1409. 3. The statutory predicates for the relief requested herein are section 502(b) of the
Bankruptcy Code, Bankruptcy Rules 3003 and 3007, and Local Rule 3007-1. General Background 4. On June 13, 2011 (the Petition Date), each of the Debtors filed a voluntary
petition for relief under chapter 11 of the Bankruptcy Code, and each thereby commenced chapter 11 cases (collectively, the Chapter 11 Cases) in this Bankruptcy Court (the Court). No request has been made for the appointment of a trustee or examiner, and subsequent to the Petition Date, the Debtors continued to operate their businesses and manage their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On June 24, 2011, the Office of the United States Trustee for the District of Delaware (the U.S. Trustee) appointed an Official Committee of Unsecured Creditors (the Committee) in the Chapter 11 Cases. 5. On September 9, 2011, the Debtors filed the Debtors Second Amended
Disclosure Statement for Debtors Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 923] (including all exhibits thereto and as may be 2
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amended, modified or supplemented from time to time, the Disclosure Statement). That same day, the Court entered an order [Docket No. 935] approving the Disclosure Statement as containing adequate information within the meaning of section 1125 of the Bankruptcy Code. 6. On November 1, 2011, this Court entered an order [Docket No. 1287] confirming
the Debtors Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (including all exhibits thereto and as may be amended, modified, or supplemented from time to time, and as supplemented by the Plan Supplement, the Plan) pursuant to section 1129 of the Bankruptcy Code and Bankruptcy Rule 3020. 7. 1370]. 8. Additional information about the Debtors businesses, the events leading up to the The Effective Date of the Plan occurred on November 30, 2011 [Docket No.
Petition Date, and the facts and circumstances surrounding the Debtors and the Chapter 11 Cases can be found in the Declaration of Joseph F. Trungale in Support of Debtors Chapter 11 Petitions and First Day Motions [Docket No. 19] filed on the Petition Date and incorporated by reference herein. Debtors Schedules 9. On July 11, 2011, each of the Debtors filed their Schedules of Assets and
Liabilities [Docket Nos. 182, 184, 186, 188, 190, 192, 194, 196, 198, 200, 202, and 204] and on August 17, 2011, Debtors Perkins & Marie Callenders Inc. (f/k/a The Restaurant Company) and Marie Callender Pie Shops, Inc. amended theirs [Docket Nos. 745 and 750] (collectively, as amended, the Schedules). Bar Date and Proofs of Claim 10. On June 13, 2011, this Court entered an order [Docket No. 36] appointing Omni
Management Group, LLC (Omni) as the claims, balloting and noticing agent in these Chapter 3
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11 Cases. Omni is authorized to maintain (i) all proofs of claim filed against the Debtors in these bankruptcy proceedings and (ii) an official claims register (the Claim Register) by docketing all proofs of claim in a claims database containing, among other things, information regarding the name and address of each claimant, the date the proof of claim was received by Omni, the claim number assigned to the proof of claim, and the asserted amount and classification of the claim. 11. On July 9, 2011, this Court entered an order [Docket No. 174] (the Bar Date
Order) (i) establishing August 16, 2011 at 4:00 p.m. (prevailing Eastern Time) (the General Bar Date) as the final date and time for filing proofs of claim against the Debtors estates on account of claims (including, without limitation, any secured claims, priority claims, and claims under section 503(b)(9) of the Bankruptcy Code) which arose on or prior to the Petition Date, and (ii) approving the form and manner of notice of the Bar Date (as defined below). 12. Therein, the Court also established December 12, 2011 at 4:00 p.m. (prevailing
Eastern Time) (the Government Bar Date) as the final date and time for any governmental unit to file a proof of claim against the Debtors estates on account of any claims that arose prior to or on the Petition Date. 13. Additionally, pursuant to the Bar Date Order, any person or entity asserting a
claim (each, a Rejection Damages Claim) against the Debtors estates in connection with the Debtors rejection of an executory contract or unexpired lease under section 365 of the Bankruptcy Code is required to file a proof of claim on or before the later of (i) the General Bar Date or (ii) 4:00 p.m. (prevailing Eastern Time) on the date that is thirty (30) days following the entry of the order approving the rejection of such executory contract or unexpired lease pursuant to which the person or entity asserting the Rejection Damages Claim is a party (the Rejection Bar Date). 4
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14.
The Bar Date Order also provided that if the Debtors amend or supplement their
Schedules subsequent to the date of service of the Bar Date Notice (as defined in the Bar Date Order), the Debtors shall give notice of any such amendment or supplement to the holders of claims affected thereby, and such holders shall be afforded the later of (i) the General Bar Date and (ii) twenty-one (21) days from the date on which such notice is given, to file proofs of claim in these Chapter 11 Cases in respect of their claims (together with the General Bar Date, the Government Bar Date and the Rejection Bar Date, collectively, the Bar Date). 15. Pursuant to the Bar Date Order, the Bar Date Notice, together with a proof of
claim form, was served by first-class mail no later than two (2) calendar days after entry of the Bar Date Order on: (i) the U.S. Trustee; (ii) counsel to the Committee; (iii) all known holders of claims listed on the Schedules at the addresses stated therein; (iv) all parties known to the Debtors as having potential claims against any of the Debtors estates (as of the date of the entry of the Bar Date Order) and their counsel (if known); (v) all parties who have requested notice pursuant to Bankruptcy Rule 2002 (as of the date of the entry of the Bar Date Order); (vi) all known equity security holders of the Debtors; (vii) counsel to the agent for the Debtors prepetition Credit Facility and post-petition DIP Facility; (viii) counsel to the indenture trustee for the Senior Secured Notes; (ix) counsel to the indenture trustee for the Senior Notes; (x) counsel to the Restructuring Support Parties; (xi) all counterparties to any of the Debtors executory contracts and unexpired leases listed on the Schedules at the addresses stated therein; (xii) the attorneys of record to all parties to pending litigation against any of the Debtors (as of the date of the entry of the Bar Date Order); (xiii) the Internal Revenue Service, the United States Attorneys Office for the District of Delaware, and all taxing authorities for the jurisdictions in which the Debtors do business; and (xiv) the Securities and Exchange Commission [see Docket Nos. 276 and 280]. 5
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16.
In addition, in accordance with the Bar Date Order, the Publication Notice (as
defined in the Bar Date Order) was published in the USA Today on July 21, 2011 [see Docket No. 380]. 17. Pursuant to Article VIII.D of the Plan and Paragraph 27 of the Confirmation
Order, any and all Claims for damages arising from the rejection of an executory contract or unexpired lease must be filed with the Court in accordance with the terms of the Final Order authorizing such rejection, but in no event later than December 30, 2011 at 4:00 p.m. (prevailing Eastern Time), except for any such Claims on account of an executory contract or unexpired lease rejected pursuant to Article VIII.B of the Plan. Relief Requested 18. By this Objection, the Reorganized Debtors request the Court to enter the
Proposed Order, pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 3007-1, disallowing and expunging in full, modifying, reclassifying, or modifying and reclassifying each of the Disputed Claims, as indicated in further detail below and on Exhibits A and B to the Proposed Order. 19. In accordance with Local Rule 3007-1(e)(i)(E), the Reorganized Debtors believe
that this Objection complies in all respects with Local Rule 3007-1. Objection A. 20. NO LIABILITY CLAIMS After reconciling each of the Disputed Claims against the Debtors books and
records, the Reorganized Debtors have determined that the Debtors are not liable with respect to the claims identified on Exhibit A to the Proposed Order under the column titled Claim Amount/Classification (collectively, the No Liability Claims). Upon review of the No
Liability Claims, the Reorganized Debtors simply cannot justify these claims as valid. Thus, the 6
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Reorganized Debtors believe that the No Liability Claims should be disallowed and expunged in their entirety. Any failure to disallow such claims would result in the applicable claimants receiving an unwarranted recovery against the Debtors estates, to the detriment of other creditors in these Chapter 11 Cases. 21. Accordingly, the Reorganized Debtors hereby object to the No Liability Claims
and request the Court to enter the Proposed Order disallowing and expunging in full each of the No Liability Claims, as provided for on Exhibit A to the Proposed Order. B. 22. OVERSTATED LEASE REJECTION DAMAGES CLAIMS After reconciling each of the Disputed Claims against the Debtors books and
records, the Reorganized Debtors have determined that the claims identified under the column titled Claim Amount/Classification on Exhibit B to the Proposed Order (collectively, the Overstated Lease Rejection Damages Claims) have asserted amounts that are not calculated in accordance with the statutory cap (the Statutory Damages Cap) placed on such claims under section 502(b)(6) of the Bankruptcy Code.3 Stated differently, the Reorganized Debtors believe that the amounts in the Overstated Lease Rejection Damages Claims claimed and asserted to be due and owing to the holders thereof as a result of the Debtors rejection of the related leases
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Section 502(b)(6) of the Bankruptcy Code provides, in relevant part, that a court shall allow a claim, except to the extent that: If such claim is the claim of a lessor for damages resulting from the termination of a lease of real property, such claim exceeds (A) the rent reserved by such lease, without acceleration, for the greater of one year, or 15 percent, not to exceed three years, of the remaining term of such lease, following the earlier of (i) (ii) the date of the filing of the petition; and the date on which such lessor repossessed, or the lessee surrendered, the leased property; plus
(B) any unpaid rent under such lease, without acceleration, on the earlier of such dates. 11 U.S.C. 502(b)(6).
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exceed the Statutory Damages Cap. 23. Section 502(b)(6) of the Bankruptcy Code limits claims for damages resulting
from the rejection of a lease of real property to the rent reserved by the applicable lease, without acceleration, for the greater of (i) one year or (ii) 15% of the remaining term of the applicable Lease (but not to exceed three years) from the Petition Date. See, e.g., In re PPI Enters. (U.S.), Inc., 324 F. 3d 197, 207 (3d Cir. 2003) (Section 502(b)(6) caps a landlords claim in bankruptcy for damages resulting from the termination of a real property lease. Under 502(b)(6), a landlord-creditor is entitled to rent reserved from the greater of (1) one lease year or (2) fifteen percent, not to exceed three years, of the remaining lease term.); In re Foamex Intl, Inc., 368 B.R. 383, 387 (Bankr. D. Del. 2007) (quoting language from the Bankruptcy Code and noting that section 502(b)(6) sets a limit on the amount of damages arising from termination of a lease recoverable by the lessor of real property). 24. Moreover, section 502(b)(6) of the Bankruptcy Code imposes a cap on all
damages arising from the termination of a lease, including damages for nonpayment of rent, maintenance charges, and the costs incurred by a landlord in order to re-let the leased premises. See Kuske v. McSheridan (In re McSheridan), 184 B.R. 91, 102 (9th Cir. BAP 1995) (holding that all damages due to nonperformance [under a lease] are encompassed by [section 502(b)(6)].) (emphasis added); In re Foamex Intl, 368 B.R. at 393-94 (stating with approval the holding of McSheridan that lessors [sic] are entitled to one claim and that claim is limited by Section 502(b)(6) and finding that claimants damages from the failure, if any, by Debtors to perform the maintenance and repair obligations under the Leases are limited by the statutory cap); In re PPI Enters. (U.S.), 228 B.R. at 348 ([T]he 502(b)(6) cap represents the maximum recoverable as a result of the termination of a lease[.]) (citations omitted). 25.
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In addition, pursuant to section 365(g) of the Bankruptcy Code, a debtors 8

070242.1001
rejection of an unexpired lease constitutes a breach of such lease immediately before the date of the filing of such debtors chapter 11 petition, thereby dictating that any damages claim asserted on account of such rejection is not only subject to the Statutory Damages Cap, but constitutes a general unsecured claim against the debtors estate. Thus, to the extent that any of the holders of the Overstated Lease Rejection Damages Claims asserted secured, administrative or priority status on account of such claims, the Reorganized Debtors believe that such Overstated Lease Rejection Damages Claims should be reclassified to general unsecured claims, as indicated in the Modified Claim Amount/Classification column on Exhibit B to the Proposed Order. Any failure to do so would award the claimants undue secured, administrative or priority status. 26. Accordingly, because the Overstated Lease Rejection Damages Claims have
asserted amounts in excess of the Statutory Damages Cap and/or have incorrectly asserted secured, administrative or priority status for such claims, the Reorganized Debtors request that such amounts be reduced, and the classification thereof be reclassified, to the amounts and classifications provided for on Exhibit B to the Proposed Order under the column titled Modified Claim Amount/Classification, which amount represents the maximum potential allowed amount of such claims as a result of the Statutory Damages Cap and which classification is consistent with the provisions of section 365 of the Bankruptcy Code. Reservation of Rights 27. The Reorganized Debtors and the Debtors and their estates reserve any
and all rights to amend, supplement or otherwise modify this Objection and to file additional objections to any and all claims filed in these Chapter 11 Cases, including, without limitation, any and all of the Disputed Claims. The Reorganized Debtors and the Debtors and their estates also reserve any and all rights, claims and defenses with respect to any and all of the Disputed Claims, and nothing included in or omitted from this Objection shall impair, prejudice, waive or 9
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otherwise affect any such rights, claims and defenses. Notice 28. The Reorganized Debtors will serve notice of this Objection upon: (i) the
U.S. Trustee; (ii) counsel to the Claims Administrator; (iii) counsel to the agent for the Debtors pre-petition Credit Facility and post-petition debtor-in-possession financing facility; (iv) counsel to the indenture trustee for the Senior Secured Notes; (v) counsel to the indenture trustee for the Senior Notes; (vi) counsel to the Restructuring Support Parties; (vii) claimants whose Disputed Claims are subject to this Objection; and (viii) all parties that, as of the filing of this Objection, have requested notice in these Chapter 11 Cases pursuant to Bankruptcy Rule 2002. In light of the nature of the relief requested, the Reorganized Debtors submit that no other or further notice is necessary. Remainder of page intentionally left blank
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Conclusion WHEREFORE, the Reorganized Debtors respectfully request that the Court enter an order, substantially in the form attached hereto as Exhibit 2, granting the relief requested herein and such other and further relief as the Court may deem just and proper. Dated: December 20, 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 THE REORGANIZED DEBTORS
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EXHIBIT 1 Larson-Young Declaration
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDERS INC.,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors.
DECLARATION OF KAREN LARSON-YOUNG IN SUPPORT OF THE REORGANIZED DEBTORS EIGHTH (8TH) OMNIBUS (SUBSTANTIVE) OBJECTION TO CLAIMS PURSUANT TO SECTION 502(b) OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 3003 AND 3007 AND LOCAL RULE 3007-1 I, KAREN LARSON-YOUNG, pursuant to 28 U.S.C. 1746, hereby declare: 1. I am a Vice President, Finance of Perkins & Marie Callenders, LLC, one of the
Reorganized Debtors.2 In this capacity I am generally familiar with the Debtors day-to-day operations, businesses, financial affairs and books and records. 2. In this capacity, I am one of the individuals primarily responsible for overseeing I have read the
the claims reconciliation and objection process in the Chapter 11 Cases.
Reorganized Debtors Eighth (8th) Omnibus (Substantive) Objection to Claims Pursuant to Section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 30071 (the Objection), and am directly, or by and through other personnel or agents of the Reorganized Debtors, reasonably familiar with the information contained therein, the proposed form of order (the Proposed Order) approving the relief requested in the Objection, and the
The Debtors, together with the last four digits of each Debtors federal tax identification number, are: Perkins & Marie Callenders Inc. (4388); Perkins & Marie Callenders Holding Inc. (3999); Perkins & Marie Callenders Realty LLC (N/A); Perkins Finance Corp. (0081); Wilshire Restaurant Group LLC (0938); PMCI Promotions LLC (7308); Marie Callender Pie Shops, Inc. (7414); Marie Callender Wholesalers, Inc. (1978); MACAL Investors, Inc. (4225); MCID, Inc. (2015); Wilshire Beverage, Inc. (5887); and FIV Corp. (3448). The mailing address for the Debtors is 6075 Poplar Avenue, Suite 800, Memphis, TN 38119. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Objection (as hereinafter defined).
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exhibits attached to the Proposed Order. I am authorized to execute this Declaration on behalf of the Reorganized Debtors. 3. Considerable resources and time have been expended in reviewing and
reconciling the proofs of claim filed or pending against the Debtors and their estates in these Chapter 11 Cases. The claims were carefully reviewed and analyzed in good faith utilizing due diligence by the appropriate personnel, including the claims agent in the Chapter 11 Cases, Omni Management Group, LLC. These efforts resulted in the identification of the Modified Amount Claims and the Overstated Lease Rejection Damages Claims, as defined in the Objection and identified on Exhibits A and B to the Proposed Order, respectively. 4. The information contained on Exhibits A and B to the Proposed Order is true and
correct to the best of my knowledge, information and belief. 5. The Reorganized Debtors have reviewed the Debtors books and records and
determined that the Debtors have no record of any liability on account of the No Liability Claims identified on Exhibit A to the Proposed Order. Accordingly, to prevent the claimants from receiving an unwarranted recovery, to the detriment of other creditors in these Chapter 11 Cases, the Reorganized Debtors seek to expunge and disallow in full the No Liability Claims. 6. After reconciling each of the Disputed Claims against the Debtors books and
records, the Reorganized Debtors have determined that in order to prevent the claimants asserting the Overstated Lease Rejection Damages Claims from receiving an unwarranted recovery and/or undue secured, administrative or priority status, it is necessary to reduce in value and/or reclassify the Overstated Lease Rejection Damages Claims to general unsecured claims, as provided for on Exhibit B to the Proposed Order.
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I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct to the best of my knowledge, information and belief. Executed on December 20, 2011 /s/ Karen Larson-Young Karen Larson-Young Vice President, Finance
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EXHIBIT 2 Proposed Order
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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. ______
ORDER SUSTAINING REORGANIZED DEBTORS EIGHTH (8TH) 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 Eighth (8th) Omnibus (Substantive) Objection to Claims Pursuant to Section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 3007-1 (the Objection)2 of Perkins & Marie Callenders, LLC and its affiliated Reorganized Debtors for the entry of an order, pursuant to section 502(b) of title 11 of the United States Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code), Rules 3003 and 3007 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rule 3007-1 of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the Local Rules), disallowing and expunging in full, modifying, reclassifying, or modifying and reclassifying each of the Disputed Claims identified on Exhibits A and B 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
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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that the relief requested in the Objection is in the best interests of the Reorganized Debtors, the Debtors, their estates and creditors and other parties in interest; and sufficient cause appearing for the relief requested in the Objection, it is hereby ORDERED, ADJUDGED AND DECREED that: 1. 2. The Objection is sustained. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and
3007 and Local Rule 3007-1, the No Liability Claims identified on Exhibit A attached hereto are hereby disallowed and expunged in their entirety. 3. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and
3007 and Local Rule 3007-1, to the extent provided for on Exhibit B attached hereto, the Overstated Lease Rejection Damages Claims identified on Exhibit B attached hereto are hereby modified by reducing the amounts of such Overstated Lease Rejection Damages Claims to the dollar values listed under the column titled Modified Claim Amount/Classification on Exhibit B attached hereto and reclassified to the priority levels indicated under the column titled Modified Claim Amount/Classification on Exhibit B attached hereto. 4. Any and all rights of the Reorganized Debtors and the Debtors and their estates to
amend, supplement or otherwise modify the Objection and to file additional objections to any and all claims filed in these Chapter 11 Cases, including, without limitation, any and all of the Disputed Claims, shall be reserved. Any and all rights, claims and defenses of the Reorganized Debtors and the Debtors and their estates with respect to any and all of the Disputed Claims shall be reserved, and nothing included in or omitted from the Objection shall impair, prejudice, waive or otherwise affect any such rights, claims and defenses.
2
01: 11662730.1 070242.1001
5.
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 January ____, 2012
____________________________________ Kevin Gross Chief United States Bankruptcy Judge
3
01: 11662730.1 070242.1001
EXHIBIT A No Liability Claims
01: 11662730.1
070242.1001
201112191211
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) NO LIABILITY CLAIMS
Claimant Reason
1486 $16.53 $217.16 UNS $200.63 503(b)(9) 11-11795
Claim Number Claim Amount/ Classification* Filed In Case(s)*
ABC LOCK SVC.
ATTN: DENNIS DIEKHUIS
512 3RD AVE. NORTH
Based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant. As such, the Debtors object to the claim based on no liability.
CLEAR LAKE, IA 50428
ABC, INC. D/B/A WPVI-TV
1160
$1,317.59
UNS
11-11795
ATTN: TANYA L. MENTON, VP/COUNSEL $1,317.59
77 W 66TH ST
Based on a review of supporting documentation filed with this claim, the claim is supported by invoices not reflected on the Debtors books and records. As such, the Debtors object to the claim based on no liability.
NEW YORK, NY 10023-6298
AMERICAN HERITAGE LANDSCAPE, LP
1261
$1,764.00
UNS
11-11795
ATTN: JIM MADDOX $1,764.00
7013 OWENSMOUTH AVE.
Based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant. As such, the Debtors object to the claim based on no liability.
CANOGA PARK, CA 91303
AREA DISPOSAL SERVICE, INC.
665
$694.00
UNS
11-11795
ATTN: KIM D. DIEGEL $694.00
P.O. BOX 9071
Based on a review of supporting documentation filed with the claim, the claim is supported by an invoice not reflected on the Debtors books and records. As such, the Debtors object to the claim based on no liability.
PEORIA, IL 61612
AUTOMATIONDIRECT.COM INC
646
$1,214.59
UNS
11-11795
ATTN: BRIDGET BAGBY $1,214.59
3505 HUTCHINSON RD
CUMMING, GA 30040
Based on a review of the Debtors books and records, $952.59 of the claim was paid on 08/15/2011. As such, the Debtors object to $952.59 of the claim based on satisfaction. In addition, $262.00 of the claim is supported by an invoice not reflected on the Debtors books and records; therfore, the Debtors object to $262.00 of the claim based on no liability.
* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 1 of 18
Claimant Reason
BC LAWN MAINTENANCE LLC ATTN: TIM BAKER $525.00
957
$525.00
503(b)(9)
00-00000
1774 SLOUGH COURT OCOEE, FL 34761
Based on a review of the Debtors books and records, $175.00 of the claim was paid on 5/28/2011. As such, the Debtors object to $175.00 of the claim based on satisfaction. In addition, $350.00 of the claim is supported by an invoice not reflected on the Debtors' books and records; therefore, the Debtors object to $350.00 of the claim based on no liability.
BLACK DIAMOND ROOFING ATTN: NATHAN OAKLEY $815.00
508
$815.00
PRI
11-11795
5728 WEST RED NARROWS DR. WEST JORDAN, UT 84081
BLACK HILLS CORPORATION ATTN: RADICA SAMAROO $1,365.37
768
$1,365.37
UNS
11-11795
1102 E FIRST STREET PAPILLION, NE 68046
Based on a review of supporting documentation filed with the claim, the amounts alleged are due and owing from a third party franchisee and not the Debtors. As such, the Debtors object to the claim based on no liability.
BLACK HILLS CORPORATION ATTN: RADICA SAMAROO $1,710.47
770
$1,710.47
UNS
11-11795
10
BLACK HILLS CORPORATION ATTN: RADICA SAMAROO $327.19
771
$327.19
UNS
11-11795
Claimant Reason
11
BRANDCO ATTN: ROBIN E BRAVO $941.53
789
$941.53
UNS
00-00000
P.O. BOX 1631 BAKERSFIELD, CA 93302-1631
12
BUSTER SANITATION SERVICE ATTN: KIM D. DIEGEL $158.14
667
$158.14
UNS
11-11795
P.O. BOX 9071 PEORIA, IL 61612
13
CALMET SERVICES, INC. ATTN: JANET SALAZAR $229.46
919
$229.46
UNS
11-11801
P.O. BOX 227 PARAMOUNT, CA 90723-0227
14
CHANTLER, PEGGY 3824 LA MIRANDA, APT. 324 $20,000.00
910
$20,000.00
UNS
11-11801
RANCHO SANTA MARGARITA, CA 92688
15
CHICO MALL, LLC C/O GGP LIMITED PARTNERSHIP $839.00
1104
$839.00
ADM
11-11795
ATTN: JENNIFER ANFINSON 110 N WACKER DRIVE CHICAGO, IL 60606
Based on review of supporting documentation filed with the claim, the amounts alleged are due and owing from a third party franchisee and not the Debtors. As such, the Debtors object to the claim based on no liability.
Claimant Reason
16
CITY OF COCOA - UTILITIES DEPT ATTN: JOAN CLARK $68.28
1439
$68.28
UNS
00-00000
P.O. BOX 30225 TAMPA, FL 33630
17
CITY OF SAN JOSE, FINANCE DEPARTMENT ATTN: CARRIE RANK $174.00
879
$174.00
UNS
11-11795, 11-11801
200 EAST SANTA CLARA STREET, 13TH FLOOR SAN JOSE, CA 95113
Based on a review of the supporting documentation filed with the claim as well as 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.
18
CLAIMS RECOVERY GROUP LLC AS ASSIGNEE OF SAN ANTONIO CIRCULAR $4,246.72
2028
$4,246.72
UNS
11-11801
ATTN: ALLISON AXENROD 92 UNION AVENUE CRESSKILL, NJ 07626 1711 $374.50 UNS 11-11795
Based on a review of the Debtors books and records, $2,123.36 of the claim was paid on 06/01/2011. As such, the Debtors object to $2,123.36 of the claim based on satisfaction. In addition, $2,123.36 of the claim is supported by invoices not reflected on the Debtors books and records; therefore, the Debtors object to $2.123.36 of the claim based on no liability.
19
CLAIMS RECOVERY GROUP, LLC AS ASSIGNEE OF AUTUMN FOODS $374.50
ATTN: ALLISON AXENROD 92 UNION AVE CRESSKILL, NJ 07626 543 $848.28 UNS
Based on a review of supporting documentation filed with this claim, the claim is supported by an invoice not reflected on the Debtors books and records. As such, the Debtors object to the claim based on no liability.
20
CLASSIC PARTY RENTALS 3101 S. HARBOR BLVD $848.28
11-11795
SANTA ANA, CA 90704
Based on a review of the supporting documentation filed with this claim, the invoice provided in support of this claim is not reflected on the Debtors books and records. As such, the Debtors object to the claim based on no liability.
Claimant Reason
21
DAIGLE ENTERPRISES, INC. ATTN: GREG E DAIGLE $7,500.00
1452
$7,500.00
UNS
11-11795
2050 FRONTAGE ROAD WEST STILLWATER MN 55082
Based on a review of supporting documentation filed with this claim, the claim appears to be for a franchise fee refund. As the Debtors did not reject the underlying franchise agreement, there is no refund due and owing. As such, the Debtors object to the claim based on no liability.
22
DALCO ROOFING & SHEET METAL, INC. ATTN: M.A. FASTNER $295.00
662
$295.00
UNS
11-11795
11525 32ND AVENUE NORTH PLYMOUTH, MN 55447
23
DAWN FOOD PRODUCTS, INC ATTN: RUSSELL W. HELGANZ $3,596.00
757
$3,596.00
UNS
11-11795
4188 SOLUTIONS CENTER CHICAGO, IL 60677-4001
24
FOOD SAFETY SPECIALTIES, INC. C/O KOHNER, MANN & KAILAS, S.C. $6,183.89
1664
$3,910.42 $2,273.47
PRI UNS
11-11795
ATTN: SAMUEL C. WISOTZKEY 4650 N. PORT WASHINGTON ROAD 2ND FLOOR NORTH
MILWAUKEE, WI 53212-1059
1106 $100.00 UNS 11-11795
25
GGP - TUCSON MALL L.L.C.
C/O GGP LIMITED PARTNERSHIP $100.00
ATTN: JENNIFER ANFINSON
110 NORTH WACKER DRIVE
CHICAGO, IL 60606
Claimant Reason
26
GIER, TERRY 1424 EAST MOHAWK AVENUE $200.00
643
$200.00
503(b)(9)
11-11795
TAMPA, FL 33604
Based on a review of the Debtors' books and records, nothing is owing to this claimant. As such, the Debtor object to the claim based on no liability.
27
GOLDEN STATE WATER CO. ATTN: CHARLOTTE PIERCE $913.93
1008
$913.93
UNS
11-11801
P.O. BOX 9016 SAN DIMAS, CA 91773-9016
28
GREENWASTE RECOVERY, INC. ATTN: CONNIE J. GUTIERREZ $1,754.94
636
$1,754.94
UNS
11-11801
P.O. BOX 11089 SAN JOSE, CA 95103-1089
29
GUFFEY, JONATHAN 5821 JACKSON RD $2,458.94
939
$2,458.94
PRI
11-11795
FT. MYERS, FL 33905
30
IMG COMMUNICATIONS, INC. NKA IMG COLLEGE, LLC $7,810.00
1467
$7,810.00
UNS
11-11795
ATTN: LEGAL DEPARTMENT 1360 E. 9TH STREET, SUITE 100 CLEVELAND, OH 44114
Claimant Reason
31
INDIANAPOLIS POWER & LIGHT COMPANY ATTN: LACHELLE STEPP $4,821.14
815
$4,821.14
UNS
11-11795
P.O. BOX 110 INDIANAPOLIS, IN 46206-0110
32
INTERMETRO INDUSTRIES CORP ATTN: MARTHA FIMOWICZ $368.40
890
$368.40
UNS
11-11795
P.O. BOX 100557 PASADENA, CA 91189-0557
33
JMP PRODUCTS LLC ATTN: JOSH GRAVES $518.94
1257
$518.94
UNS
11-11795
6100 SUMMER AVENUE MEMPHIS, TN 38134
34
JOHN BUSH FIRE PROTECTION, INC ATTN: H. ELAINE BUSH $1,639.50
709
$1,639.50
503(b)(9)
11-11795
430 SW HORSESHOE BAY PORT ST. LUCIE, FL 34986
35
JOHNSON BROTHERS OF NEVADA ATTN: DEBRA COARASA $126.00
639
$126.00
503(b)(9)
11-11795
4701 MITCHELL ST NORTH LAS VEGAS, NV 89081
Claimant Reason
36
KXRA RADIO ATTN: BRETT PARADIS $2,760.00
715
$2,760.00
UNS
00-00000
1312 BROADWAY STREET P.O. BOX 69 ALEXANDRIA, MN 56308 1728 $600.00 503(b)(9) 11-11795
37
LAKELAND OUTDOOR ADVERTISING ATTN: KATHY OERTEL $600.00
P.O. BOX 14-1609 CORAL GABLES, FL 33114
38
LEAL, FRANKIE J. 5400 WALNUT GROVE AVE $26,922.34
874
$26,922.34
UNS
11-11795
SAN GABRIEL, CA 91776
39
LF NOLL, INC ATTN: LARRY F NOLL $858.16
1761
$858.16
UNS
11-11795
P.O. BOX 593 SIOUX CITY, IA 51102
40
LIBERTY CONSTRUCTION INC. ATTN: EMIR DEYMICH $2,676.00
1707
$2,676.00
UNS
11-11795
9543 UNIVERSITY AVE UNIT 10 CLIVE, IA 50325
Claimant Reason
41
MARKSTEIN DIST. CO. ATTN: DEBBIE MATTHIAS $558.10
654
$558.10
503(b)(9) and UNS
11-11795
P.O. BOX 6902 SAN MARCOS, CA 92079-6902
42
MASSONE MECHANICAL INC. ATTN: MIKE HOLLINGSHEAD $978.18
1670
$978.18
UNS
11-11795
P.O. BOX 40 ALAMO, CA 94507
43
MASSONE MECHANICAL INC. ATTN: MIKE HOLLINGSHEAD $1,357.10
1673
$1,357.10
UNS
11-11795
Based on a review of supporting documentation filed with the claim, the claim includes amounts owed solely for services completed post-petition. As such, the Debtors object to the claim based on the fact that the charges are for post-petition services.
44
MASSONE MECHANICAL INC. ATTN: MIKE HOLLINGSHEAD $815.58
1674
$815.58
UNS
11-11795
45
MILWAUKEE PRESSURE WASH ATTN: JACK KUPPER $199.85
680
$199.85
503(b)(9) and UNS
11-11795
P.O. BOX 170036 MILWAUKEE, WI 53217
Claimant Reason
46
MONEY MAILER OF SALT LAKE ATTN: MATTHEW STOKER $1,900.00
1023
$1,900.00
UNS
11-11795
P.O. BOX 520551 SALT LAKE CITY, UT 84152
Based on review of the Debtors' books and records, $380.00 of the claim was paid on 12/22/2010 and $380.00 of the claim was paid on 1/28/2011. As such, the Debtors object to $760.00 of the claim based on satisfaction. Furthermore, $1,140.00 of the claim is supported by invoices not reflected on the Debtors' books and records; therefore, the Debtors object to $1,140.00 of the claim based on no liability.
47
MOOREHEAD ELECTRIC
1683
$367.81
UNS
11-11795
ATTN: DANIEL MOOREHEAD $367.81
955 S. RHODE ISLAND
MASON CITY, IA 50401
48
NBC UNIVERSAL MEDIA LLC
1136
$71,145.00
UNS
11-11795
ATTN: MARY MCKENNA $71,145.00
CUSTOMER FINANCIAL SERVICES
30 ROCKEFELLER PLAZA
NEW YORK, NY 10112 706 $17,599.85 UNS 11-11795
Based on a review of the Debtors books and records, $67,660.00 of the claim was paid on 08/17/2011. As such, the Debtors object to $67,660.00 of the claim based on satisfaction. In addition, $3,485.00 of the claim is supported by invoices not reflected on the Debtors books and records; therefore, the Debtors object to $3,485 of the claim based on no liability.
49
NET, INC.
ATTN: KELLSEY LE $17,599.85
217 E 24TH STREET, SUITE 010
Based on a review of supporting documentation filed with the claim, the claim is supported by invoices for post-petition services. As such, the Debtors object to the claim based on the fact that the charges are on account of post-petition services.
HOLLAND, MI 49423
50 $433.66
1427
No Amt Given**
SEC UNS
NEW YORK STATE WORKERS' COMPENSATION BOARD ATTN: JUDGMENT UNIT $433.66
11-11795
20 PARK ST
Based on a review of the supporting documentation filed with this claim, the claim is supported by fines and penalties not reflected on the Debtors' books and records. As such, the Debtors object to the claim based on no liability.
ALBANY, NY 12207
Claimant Reason
51
NOODLES THE CLOWN ATTN: NANCY G GOTTWALD $17,456.08
453
$17,456.08
UNS
11-11795
2830 LINDEN ST 8-A BETHLEHEM, PA 18017
52
ONEIDA, LTD. ATTN: BRIAN SUBA $239.95
591
$239.95
UNS
11-11795
163 KENWOOD AVENUE ONEIDA, NY 13421
53
OREGON TELEVISION, INC. ON BEHALF OF ITS STATION WOFL $2,550.00
1504
$2,550.00
UNS
11-11795
ATTN: LISA R. RAFFERTY 1999 S. BUNDY DRIVE LOS ANGELES, CA 90025 1364 $688.50 UNS 11-11795
Based on a review of supporting documentation filed with this claim, the claim is supported by invoices not reflected on the Debtors' books and records. As such, the Debtors object to the claim based on no liability.
54
OUR TOWN MAGAZINE 1734 HWY 95, STE 101 $688.50
BULLHEAD CITY, AZ 86442
Claimant Reason
55
OUTDOOR SERVICES, INC. ATTN: LISA HUNDT BUISMAN $470.59
1205
$470.59
UNS
11-11795
641 BRICKL ROAD WEST SALEM, WI 54669
Based on review of supporting documentation filed with the claim, $47.48 of the claim was satisfied on 7/15/2011; $31.67 of the claim was satisfied on 7/27/2011; and $177.24 of the claim was satisfied on 7/22/2011; therefore, the Debtors object to $256.39 of the claim based on satisfaction. In addition, no supporting documentation was provided for $180.29 of the claim; therefore, the Debtors object to $180.29 of the claim based on no liability.
56
PAPER ROLL PRODUCTS
991
$68.01
503(b)(9)
00-00000
ATTN: PATRICIA A. BOYD $68.01
245 MARIE AVE.
EAST #170
W. ST. PAUL, MN 55118 666 $147.90 UNS 11-11795
57
PDC SERVIVES, INC.
ATTN: KIM D. DIEGEL $147.90
P.O. BOX 9071
PEORIA, IL 61612
58
PODS
1790
$368.20
503(b)(9)
11-11795
ATTN: DIANNA JOHNSON $368.20
9325 E. 33RD ST.
INDIANAPOLIS, IN 46235
Claimant Reason
59
RCR & ASSOCIATES ATTN: SHARLA CROSBY $665.00
1233
$665.00
UNS
11-11799
1155 ANDREW LANE CORONA, CA 92881
60
RCR & ASSOCIATES ATTN: SHARLA CROSBY $665.00
1234
$665.00
UNS
11-11799
1155 ANDREW LANE CORONA, CA 92881
Based on a review of the Debtors books and records, the claim was paid on 03/15/2011. As such, the Debtors object to the claim based on satisfaction.
61
RECOLOGY SOUTH VALLEY - CA ATTN: KATIE GARVIN $1,004.38
778
$1,004.38
UNS
11-11801
P. O. BOX 60648 LOS ANGELES, CA 90060-0648
62
ROOTER 2000 ATTN: JAMES A SNYDER $197.50
473
$197.50
UNS
11-11801
P.O. BOX 40111 MESA, AZ 85274-0111
63
SAN DIEGO UNION-TRIBUNE, LLC ATTN: VICKIE BOLINGER $1,181.03
1235
$1,181.03
UNS
11-11795
P.O. BOX 121222 SAN DIEGO, CA 92112-9884
Claimant Reason
64
SIERRA LIQUIDITY FUND, LLC ASSIGNEE & ATT-IN-FACT FOR $69.89
979
$69.89
UNS
11-11795
STARFLEET LOCK & SAFE - ASSIGNOR ATTN: JAMES S RILEY 2699 WHITE RD #255
IRVINE, CA 92614
992 $711.52 UNS 11-11795
65
SIGN PRODUCTIONS, INC.
ATTN: NICOLE BOWN $711.52
500 WALFORD RD. SW
CEDAR RAPIDS, IA 52404-8921
Based on review of supporting documentation filed with the claim, $158.25 of the claim is supported by an invoice for postpetition services. As such, the Debtors object to $158.25 of the claim based on the fact that the charges are post-petition. In addition, $23.85 of the claim is for post-petition finance charges; therefore, the Debtors object to $23.85 of the claim. Lastly, $529.45 of the claim is supported by invoices not reflected on the Debtors books and records; therefore, the Debtors object to $529.45 of the claim based on no liability.
66
SKM MARKETING 6431 INKSTER RD SUITE 118 $4,566.58
1010
$4,566.58
UNS
11-11795
BLOOMFIELD HILLS MI 48301
Based on review of supporting documentation filed with the claim, $4,566.58 of the claim represents amounts owed for postpetition services. As such, the Debtors object to the claim based on the fact that it is for post-petition amounts.
67
SOUTHERN CALIFORNIA WATER 23 ATTN: CHARLOTTE PIERCE $647.07
1006
$647.07
UNS
11-11795
P.O. BOX 9016 SAN DIMAS, CA 91773-9016
Claimant Reason
68
STAR FOOD SERV INC ATTN: DAVID K SHERMAN $1,859.80
1252
$1,859.80
UNS
11-11795
5137 18TH AVE. S.W. CEDAR RAPIDS, IA 52404
69
SUNSET SIGNS INC ATTN: SHAWN PEMBERTON $495.00
1736
$495.00
UNS
11-11795
800 CHENEY CT LODI, CA 95242
70
TERRAWORKS, INC ATTN: PAUL SANNAR $1,340.63
1531
$1,340.63
UNS
11-11801
P.O. BOX 634 BOUNTIFUL, UT 84010-0634
Based on a review of the Debtors books and records, $286.50 of the claim was paid on 08/03/2011. As such, the Debtors object to $286.50 of the claim based on satisfaction. In addition, $1,054.13 of the claim is supported by an invoice not reflected on the Debtors books and records; therefore, the Debtors object to $1,054.13 of the claim based on no liability.
71
THE ALLEN LAW FIRM ATTN: DON W. ALLEN $186,000.00
1533
$186,000.00
UNS
11-11795
P.O. BOX 622558 OVIEDO, FL 32762
Based on a review of the supporting documentation filed with this claim, the claim is for amounts allegedly owed for legal services. Based on a review of the Debtors' books and records, the Debtors' do not believe any amounts are due and owing to the claimant. As such, the Debtors object to the claim based on no liability.
72
THE GAZETTE ATTN: CYNDI ESCHARDIES $2,106.72
945
$2,106.72
UNS
11-11795
30 S. PROSPECT STREET COLORADO SPRINGS, CO 80903-3638
Claimant Reason
73
THE KROGER CO. LAW DEPARTMENT $458.78
459
$458.78
UNS
11-11795
ATTN: MEG WAGNER 1014 VINE STREET CINCINNATI, OH 45202 1026 $3,300.00 UNS 11-11795
74
THE NPD GROUP, INC. ATTN: WENDY BAUM $3,300.00
900 WEST SHORE ROAD PORT WASHINGTON, NY 11050
Based on review of supporting documentation filed with the claim, the claim includes amounts owed solely for services completed post-petition. As such, the Debtors object to the claim based on the fact that it is for post-petition amounts.
75
THE PEORIA JOURNAL STAR, INC. D/B/A JOURNAL STAR $460.00
448
$460.00
UNS
11-11795
ATTN: GARRETT J. CUMMINGS 1 NEWS STAR PEORIA, IL 61643 811 $1,581.02 503(b)(9) 11-11795
76
THE PRESS DEMOCRAT ATTN: DAVID ESTEVEZ $1,581.02
P.O. BOX 30067 LOS ANGELES, CA 90030-0067
Based on a review of the Debtors books and records, $787.26 of the claim was paid on 07/27/2011. As such, the Debtors object to $787.26 of the claim based on satisfaction. In addition, $793.76 of the claim is supported by an invoice not reflected on the Debtors books and records; therefore, the Debtors object to $793.76 of the claim based on no liability.
77
THE SPOKESMAN REVIEW (1920) C/O SZABO ASSOCIATES, INC. $1,992.54
1466
$1,992.54
UNS
11-11801
ATTN: SANDI M. GARRIS 3355 LENOX ROAD NE, 9TH FLOOR ATLANTA, GA 30326
Claimant Reason
78
TIM MCCLOSKEY ELECTRIC,INC. ATTN: GINA MCCLOSKEY $969.83
631
$969.83
503(b)(9)
11-11795
225 KING RD PETALUMA, CA 94952
79
TOTAL AIR SOLUTIONS ATTN: LAURA MCELROY $443.95
532
$443.95
UNS
11-11795
1050 CORPORATE AVE UNIT 118 NORTH PORT, FL 34289
Based on a review of the Debtors books and records, $84.00 of the claim was paid on 08/03/2011 and $163.95 of the claim was paid on 08/26/2011. As such, the Debtors object to $247.95 of the claim based on satisfaction. In addition, $196.00 of the claim is supported by an invoice not reflected on the Debtors books and records; therefore, the Debtors object to $196.00 of the claim based on no liability.
80
UTV OF ORLANDO, INC.
1505
$14,381.15
UNS
11-11795
ON BEHALF OF ITS STATION WRBW $14,381.15
ATTN: LISA R. RAFFERTY
Based on a review of supporting documentation filed with this claim, the claim is supported by invoices not reflected on the Debtors' books and records. As such, the Debtors object to the claim based on no liability.
1999 S. BUNDY DRIVE
LOS ANGELES, CA 90025 1696 $2,343.30 UNS 11-11795
81
VALPARK OF JERSEY COAST
503 HIGHWAY 71 $2,343.30
SPRING LAKE HEIGHTS, NJ 07762
82
WASTE MANAGEMENT
878
$5,309.23
UNS
11-11795
ATTN: SUZANNE K HERVEY $5,309.23
WASTE MANAGEMENT - RMC
2625 W. GRANDVIEW RD. STE. 150
PHOENIX, AZ 85023
Claimant Reason
83
WATKINS, JOHN 615 AVENITA ACAPULCO
916
No Amt Given**
UNS
00-00000
SAN CLEMENTE, CA 92672
201112191211
Debtor Case Number Legend 11-11795 (795) PERKINS & MARIE CALLENDERS INC. 11-11796 (796) PERKINS & MARIE CALLENDER'S HOLDING INC. 11-11797 (797) PERKINS & MARIE CALLENDER'S REALTY LLC
11-11798 (798)
PERKINS FINANCE CORP.
11-11799 (799) 11-11800 (800)
WILSHIRE RESTAURANT GROUP LLC PMCI PROMOTIONS LLC
11-11801 (801)
MARIE CALLENDER PIE SHOPS, INC.
11-11802 (802) 11-11803 (803)
MARIE CALLENDER WHOLESALERS, INC. MACAL INVESTORS, INC.
11-11804 (804)
MCID, INC.
11-11805 (805) 11-11806 (806)
WILSHIRE BEVERAGE, INC. FIV CORP.
00-00000 (000)
NO DEBTOR AND CASE GIVEN
Claim Class Code Legend UNS Unsecured Claim
PRI Priority Claim SEC Secured Claim 503(b)(9) 503(b)(9) Claim
ADM
Administrative Claim
Page 18 of 18
EXHIBIT B Overstated Lease Rejection Damages Claims
01: 11662730.1
070242.1001
201112200912
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) OVERSTATED LEASE REJECTION DAMAGES CLAIMS
Claimant Reason
1143 $325,997.93 UNS 11-11801 $196,479.00 UNS
Modified Claim Amount/Classification
AEI EXCHANGE SERVICES, INC.
ADMINISTRATOR ON BEHALF OF THE OWNERS $325,997.93 $196,479.00
C/O FREDRIKSON & BYRON, P.A.
ATTN: JOHN M. KONECK, ESQ
200 S SIXTH STREET, STE 4000
MINNEAPOLIS, MN 55402
Section 502(b)(6) of the Bankruptcy Code limits claims for damages resulting from the rejection of a lease of real property to the rent reserved by the applicable lease, without acceleration, for the greater of (i) one year or (ii) 15% of the remaining term of the applicable lease (but not to exceed three years) from the Petition Date, plus any unpaid rent due under such lease, without acceleration, on the Petition Date. Based on a review of the Debtors books and records, unpaid rent as of the Petition Date is owed to this claimant in the amount of $13,965.00. Therefore, pursuant to section 502(b)(6) of the Bankruptcy Code, the Debtors believe that the claim should be capped at $196,479.00.
Claimant Reason
2
$500,000.00 UNS $324,160.43 UNS
BATE, RUSSELL M. AND MARY LOU C/O CAROLYN V. JOHNSON, POA $3,000,000.00 $324,160.43
1840
$3,000,000.00 $2,500,000.00
503(b)(9) 11-11795 SEC
$0.00 503(b)(9) $0.00 SEC
P.O. BOX 700742
SAN JOSE, CA 95170-0742
Section 502(b)(6) of the Bankruptcy Code limits claims for damages resulting from the rejection of a lease of real property to the rent reserved by the applicable lease, without acceleration, for the greater of (i) one year or (ii) 15% of the remaining term of the applicable lease (but not to exceed three years) from the Petition Date, plus any unpaid rent due under such lease, without acceleration, on the Petition Date. Based on a review of the Debtors books and records, unpaid rent as of the Petition Date is owed to this claimant in the amount of $19,166.67. Therefore, pursuant to section 502(b)(6) of the Bankruptcy Code, the Debtors believe that the claim should be capped at $324,160.43 and such amount should be reclassified to a general unsecured claim.
$0.00 PRI $147,781.01 UNS $147,781.01
3 $147,781.01 $150,773.72 UNS
CAPITOLA MALL ASSOCIATES (MACERICH)
1310
$2,992.71
PRI
11-11801
C/O KATTEN MUCHIN ROSENMAN LLP
ATTN: THOMAS J. LEANSE, ESQ.
2029 CENTURY PARK EAST, 26TH FLOOR
LOS ANGELES, CA 90067
The administrative priority portion of the claim represents attorneys' fees for which the Debtors have no liability. As such, the Debtors object to the asserted administrative claim.
Claimant Reason
CHAN, MARIO H. AND PATSY W. P.O. BOX 5220 $807,416.00 $275,676.00
1685
$807,416.00
UNS
11-11801
$275,676.00 UNS
SAN MATEO, CA 94402
Claimant Reason
DALY CITY SERRAMONTE CENTER C/O ERNIE ZACHARY PARK $139,024.78 $121,114.02
1783
$139,024.78
UNS
11-11801
$121,114.02 UNS
BEWLEY, LASSLEBEN & MILLER 13215 E. PENN ST., SUITE 510 WHITTIER, CA 90602
Claimant Reason
DANIEL M. HUNTER, AS TRUSTEE OF THE DANIEL M. HUNTER REVOCABLE TRUST $463,560.75 $372,786.87
1100
$463,560.75
UNS
11-11795
$372,786.87 UNS
948 MAYFIELD AVENUE WINTER PARK, FL 32789
REED SMITH LLP ATTN: RICHARD ROBINSON, ESQ. RE: DANIEL M. HUNTER
1201 N. MARKET STREET, STE. 1500 WILMINGTON, DE 19801
$2,000.00 UNS
DILLARD SQUARE L.P.
980
$2,700.00
UNS
11-11795
C/O LAURA REECE $2,700.00 $2,000.00
LOEB PROPERTIES, INC.
825 VALLEYBROOK DR.
MEMPHIS, TN 38120
Based on a review of Debtors books and records, the amount owed to this landlord for rent for the period June 1 through 12, 2011 is $2,000. As such, the Debtors object to $700.00 of the claim based on no liability.
Claimant Reason
FARZANEH AND BAHRAM FATA 23679 CALABASAS ROAD, #164 $505,053.25 $456,749.86
162
$505,053.25
UNS
11-11795
$456,749.86 UNS
CALABASAS, CA 91302
$483,844.16 UNS
FIRETHORN CAPITAL PARTNERS, LLC
1178
$551,816.00
UNS
11-11795
ATTN: MARK A. OSBORNE, MANAGER $551,816.00 $483,844.16
P.O. BOX 1320
FORESTDALE, MA 02644
Section 502(b)(6) of the Bankruptcy Code limits claims for damages resulting from the rejection of a lease of real property to the rent reserved by the applicable lease, without acceleration, for the greater of (i) one year or (ii) 15% of the remaining term of the applicable lease (but not to exceed three years) from the Petition Date, plus any unpaid rent due under such lease, without acceleration, on the Petition Date. Therefore, pursuant to section 502(b)(6) of the Bankruptcy Code, the Debtors believe that the claim should be capped at $483,844.16
Claimant Reason
10
GFDFT PERKINS NICOLLET, LLC ATTN: PHILIP J. DOWLEY, MANAGER $2,356,473.96 $388,010.02
614
$2,356,473.96
UNS
11-11795
$388,010.02 UNS
PO BOX 8824 LA JOLLA, CA 92038
Section 502(b)(6) of the Bankruptcy Code limits claims for damages resulting from the rejection of a lease of real property to the rent reserved by the applicable lease, without acceleration, for the greater of (i) one year or (ii) 15% of the remaining term of the applicable lease (but not to exceed three years) from the Petition Date, plus any unpaid rent due under such lease, without acceleration, on the Petition Date. Therefore, pursuant to section 502(b)(6) of the Bankruptcy Code, the Debtors believe that the claim should be capped at $388,010.02
11
INGRID MENO, TRUSTEE
1172
$461,768.00
UNS
11-11795
$443,841.08 UNS
FOR THE LUNA FAMILY TRUST $461,768.00 $443,841.08
9274 CAMINO PAZ LANE
LA MESA, CA 91941
Claimant Reason
12
J.B.R. ENTERPRISES, INC. C/O ROTHGERBER JOHNSON & LYONS LLP $167,269.46 $154,801.00
1089
$167,269.46
UNS
11-11795
$154,801.00 UNS
ATTN: CHAD S. CABY, ESQ. 1200 17TH STREET, SUITE 3000 DENVER, CO 80202-5855
$0.00 ADM $17,300.14 UNS
13
LA VILLA DEL MAR LLC
1047
$17,300.14
ADM
11-11795
C/O BENNETT G. FELDMAN, ESQ $17,300.14
2655 LEJEUNE ROAD SUITE 514 $17,300.14
CORAL GABLES FL 33134
Based on a review of the supporting documentation filed with the claim, the claim is for unpaid rent and real estate taxes as of the petition date. As such, the claim should be reclassified as an unsecured claim
Claimant Reason
14
LA VILLA DEL MAR LLC C/O BENNETT G. FELDMAN, ESQ $472,762.13 $417,188.26
1050
$472,762.13
UNS
11-11795
$417,188.26 UNS
2655 LEJEUNE ROAD SUITE 514 CORAL GABLES FL 33134
Section 502(b)(6) of the Bankruptcy Code limits claims for damages resulting from the rejection of a lease of real property to the rent reserved by the applicable lease, without acceleration, for the greater of (i) one year or (ii) 15% of the remaining term of the applicable lease (but not to exceed three years) from the Petition Date, plus any unpaid rent due under such lease, without acceleration, on the Petition Date. Therefore, pursuant to section 502(b)(6) of the Bankruptcy Code, the Debtors believe that the claim should be capped at $417,188.26.
15
LERUAL, INC.
1099
$632,782.54
UNS
11-11795
$449,165.05 UNS
ATTN: LAVONNE POTEET $632,782.54 $449,165.05
800 MARKET STREET
LEWISBURG, PA 17837
Claimant Reason
16
LINCOLN SQUARE PARTNERSHIP C/O JONATHAN I. HATTIS - VICE PRESIDENT $73,139.18 $66,189.23
469
$73,139.18
UNS
11-11795
$66,189.23 UNS
AMERICAN ASSET MGMT. SVCS. CORP. 4711 W. GOLF ROAD, SUITE 1000 SKOKIE, IL 60076-1235
Claimant Reason
17
LK CENTER, LLC C/O ELSA MARTIN $502,229.93 $426,980.17
938
$502,229.93
UNS
11-11795
$426,980.17 UNS
13500 MULHOLLAND DRIVE BEVERLY HILLS, CA 90210
Claimant Reason
18
M&N PARTNERS NO. 4 C/O FREDRIKSON & BYRON, P.A. $209,027.97 $121,452.33
1853
$209,027.97
UNS
11-11795
$121,452.33 UNS
ATTN: SARAH M. GIBBS, ESQ. 200 SOUTH 6TH STREET SUITE 4000
MINNEAPOLIS, MN 55402-1425
Claimant Reason
19
MARY ANN KIMBLE AS TRUSTEE ET AL. C/O JOHN A RUNTE, ATTORNEY AT LAW $237,424.51 $203,327.00
1525
$237,424.51
UNS
11-11801
$203,327.00 UNS
435 COURT STREET JACKSON, CA 95642
$0.00 UNS
20
MCAL, LLC
1544
$652,744.05
UNS
11-11799
ATTN: WAYNE E. COPELAND JR. ,MANAGER $652,744.05 $0.00
1308 BROOKSIDE DRIVE
NORMAN, OK 73072
Pursuant to the Plan and Confirmation Order, the Debtors' estates have been limitedly consolidated into a single estate for purposes of the Plan and distributions thereunder, and all guarantees of the Debtors obligations of any other Debtors have been deemed eliminated so that any claim against any Debtor and any guarantee thereof executed by any other Debtor and any joint or several liability of any of the Debtors has been deemed to be one obligation of the consolidated Debtors. As such, this guarantee claim should be disallowed.
Claimant Reason
21
MCAL, LLC ATTN: WAYNE E. COPELAND JR. ,MANAGER $242,963.62 $215,325.67
1547
$242,963.62
UNS
11-11801
$215,325.67 UNS
1308 BROOKSIDE DRIVE NORMAN, OK 73072
Claimant Reason
22
MITCHEL CORY FAMILY LLC C/O KRISTIN LITHOPOULOS $416,690.74 $359,472.53
1206
$416,690.74
UNS
11-11795
$359,472.53 UNS
3388 RANCHO DIEGO CIRCLE EL CAJON, CA 92019
Claimant Reason
23
MTV REAL ESTATE LIMITED PARTNERSHIP N/K/A MTV REAL ESTATE, LLC $729,941.60 $196,430.76
1846
$729,941.60
UNS
11-11795
$196,430.76 UNS
C/O PALMAR WANTLAND 111 HARRISON AVENUE, SUITE 100 OKLAHOMA CITY, OK 73104
Claimant Reason
24
NINA K. JOHNSON, TRUSTEE OF THE DICK/NINA JOHNSON FAMILY TRUST UDT 4/5/90 $701,933.29 $272,153.85
1134
$701,933.29
UNS
11-11801
$272,153.85 UNS
C/O ROBINSON & ROBINSON, LLP ATTN: DOUGLAS F. HIGHAM, ESQ. 2301 DUPONT DRIVE, SUITE 530
IRVINE, CA 92612
$3,973.84 PRI $298,484.88 UNS $302,458.72
25 $298,484.88 $305,758.93 UNS
PASSCO HUGHES PROMENADE ET AL
1299
$7,274.05
PRI
11-11801
C/O KATTEN MUCHIN ROSENMAN LLP
ATTN: THOMAS J. LEANSE, ESQ.
2029 CENTURY PARK EAST, 26TH FLOOR
LOS ANGELES, CA 90067
With respect to the $7,274.05 administrative priority portion of the claim, $3,300.21 of this amount represents attorneys' fees for which the Debtors have no liability. As such, the Debtors object to this portion of the asserted administrative claim.
Claimant Reason
26
$17,584.07 UNS
POMPANO BY THE SEA LLC C/O BENNETT G. FELDMAN, ESQ. $17,584.07 $17,584.07
1040
$17,584.07
ADM
11-11795
$0.00 ADM
2655 LEJEUNE ROAD SUITE 514 CORAL GABLES, FL 33134
Based on a review of the supporting documentation filed with the claim, the claim is for unpaid rent and real estate taxes as of the petition date. As such, the claim should be reclassified as an unsecured claim.
27
POMPANO BY THE SEA LLC
1043
$415,487.39
UNS
11-11795
$363,032.31 UNS
C/O BENNETT G. FELDMAN, ESQ. $415,487.39 $363,032.31
2655 LEJEUNE ROAD
SUITE 514
CORAL GABLES, FL 33134
Section 502(b)(6) of the Bankruptcy Code limits claims for damages resulting from the rejection of a lease of real property to the rent reserved by the applicable lease, without acceleration, for the greater of (i) one year or (ii) 15% of the remaining term of the applicable lease (but not to exceed three years) from the Petition Date, plus any unpaid rent due under such lease, without acceleration, on the Petition Date. Therefore, pursuant to section 502(b)(6) of the Bankruptcy Code, the Debtors believe that the claim should be capped at $363,032.31.
Claimant Reason
28
R.S. HOYT JR., TRUSTEE THE R.S. HOYT, JR FAMILY TRUST $334,881.00 $283,343.83
299
$334,881.00
UNS
11-11801
$283,343.83 UNS
& THE LIVINGSTON B. HOYT TRUST 1984 C/O R. S. WARNER AZ INDUSTRIAL PROP, INC. 5202 SOUTH 40TH STREET
PHOENIX, AZ 85040
$15,022.49 UNS
29
RENIERIS PROPERTIES HOLDINGS, INC
295
$560,751.29
UNS
11-11795
ATTN: JERRY RENIERIS, PRESIDENT $560,751.29 $15,022.49
80-18 192 STREET
JAMAICA ESTATES, NY 11423
Based on a review of the Debtors' books and records, unpaid rent as of the petition date is owed to this claimant in the amount of $15,022.49. In addition, upon information and belief, subsequent to the Debtors' rejection of the underlying lease, the claimant sold the property in or around August 2011; therefore, the Debtors believe that the claimant has fully mitigated any rejection damages claim to which the claimant might have otherwise been entitled.
Claimant Reason
30
SAMMUT, ANTHONY & CHRISTINE TRUSTEES THE ANTHONY AND CHRISTINE SAMMUT $492,396.03 $190,399.81
935
$492,396.03
UNS
11-11801
$190,399.81 UNS
REVOCABLE TRUST U/T/D 2/14/1992 ATTN: ANTHONY SAMMUT 60 D CORRAL DE TIERRA ROAD
SALINAS, CA 93908
Claimant Reason
31
$522,072.32 UNS
SAN CHAE, LLC ATTN: BILL C. AND SOO K. AN $3,591,950.00 $522,072.32
1004
No Amt Given** PRI $3,591,950.00 UNS
11-11801
$0.00 PRI
33218 139TH TERRACE SE AUBURN, WA 98092
Claimant Reason
32
SEGURA INVESTORS X LLC SEGURA INVESTORS XI LLC $510,790.82 $398,007.73
1849
$510,790.82
UNS
11-11795
$398,007.73 UNS
C/O DENNIS A. GURA 1112 MONTANA AVE., SUITE 722 SANTA MONICA, CA 90403-7129
Claimant Reason
33
SIERRA NEVADA DEVELOPERS, LLC C/O JOHN F. MURTHA, ESQ. $382,576.23 $366,413.17
1782
$382,576.23
UNS
11-11801
$366,413.17 UNS
P.O. BOX 2311 RENO, NV 89505
Claimant Reason
34
$556,801.33 $436,516.13 UNS
SPINARDI PROPERTIES, L.P. ATTN: ROBERT S. GEBHARD - SEDGWICK LLP $571,801.33 $451,516.13
1255
$15,000.00
SEC UNS
11-11801
$15,000.00 SEC
333 BUSH 30TH FLOOR SAN FRANCISCO, CA 94104
Claimant Reason
35
$219,436.34 $210,622.92 UNS
SUNSET VALLEY VILLAGE F-1, LTD C/O KATTEN MUCHIN ROSENMAN LLP $226,168.60 $213,612.47
1295
$6,732.26
PRI UNS
11-11801
$2,989.55 PRI
ATTN: THOMAS J. LEANSE, ESQ. 2029 CENTURY PARK EAST, 26TH FLOOR LOS ANGELES, CA 90067
Section 502(b)(6) of the Bankruptcy Code limits claims for damages resulting from the rejection of a lease of real property to the rent reserved by the applicable lease, without acceleration, for the greater of (i) one year or (ii) 15% of the remaining term of the applicable lease (but not to exceed three years) from the Petition Date, plus any unpaid rent due under such lease, without acceleration, on the Petition Date. Based on a review of the Debtors books and records, unpaid rent as of the Petition Date is owed to this claimant in the amount of $15,983.92. Therefore, pursuant to section 502(b)(6) of the Bankruptcy Code, the Debtors believe that the rejection damages claim should be capped at $210,622.92. With respect to the administrative priority portion of the claim, $3,742.71 of this amount represents attorneys' fees for which the Debtors have no liability. As such, the debtors object to this portion of the asserted administrative claim.
Claimant Reason
36
TOLCHINER, JAMES H. AND SCHWARTZ, BILLIE P.O. BOX 24561 $403,935.94 $287,812.57
1528
$403,935.94
UNS
11-11795
$287,812.57 UNS
EDINA, MN 55424-0022
$0.00 SEC $323,449.10 UNS
37
TOM, SEE S. AND ELAINE
1502
$1,740,413.05
SEC
00-00000
352 SHORELINE HIGHWAY $1,740,413.05
MILL VALLEY, CA 94941 $323,449.10
Section 502(b)(6) of the Bankruptcy Code limits claims for damages resulting from the rejection of a lease of real property to the rent reserved by the applicable lease, without acceleration, for the greater of (i) one year or (ii) 15% of the remaining term of the applicable lease (but not to exceed three years) from the Petition Date, plus any unpaid rent due under such lease, without acceleration, on the Petition Date. Therefore, pursuant to section 502(b)(6) of the Bankruptcy Code, the Debtors believe that the claim should be capped at $323,449.10 and reclassified to an unsecured claim.
Claimant Reason
38
YASUKO AOKI, TRUSTEE YASUKO AOKI 2002 TRUST UTD 1/16/2002 $179,694.04 $98,872.02
1174
$179,694.04
UNS
11-11801
$98,872.02 UNS
C/O COOPER, WHITE & COOPER LLP ATTN: PETER C. CALIFANO, ESQ. 201 CALIFORNIA STREET, SEVENTEENTH
SAN FRANCISCO, CA 94111
Claimant Reason
201112200913
Debtor Case Number Legend 11-11795 (795) PERKINS & MARIE CALLENDERS INC. 11-11796 (796) PERKINS & MARIE CALLENDER'S HOLDING INC. 11-11797 (797) PERKINS & MARIE CALLENDER'S REALTY LLC
11-11798 (798)
PERKINS FINANCE CORP.
11-11799 (799) 11-11800 (800)
WILSHIRE RESTAURANT GROUP LLC PMCI PROMOTIONS LLC
11-11801 (801)
MARIE CALLENDER PIE SHOPS, INC.
11-11802 (802) 11-11803 (803)
MARIE CALLENDER WHOLESALERS, INC. MACAL INVESTORS, INC.
11-11804 (804)
MCID, INC.
11-11805 (805) 11-11806 (806)
WILSHIRE BEVERAGE, INC. FIV CORP.
00-00000 (000)
NO DEBTOR AND CASE GIVEN
Claim Class Code Legend UNS Unsecured Claim
PRI Priority Claim SEC Secured Claim 503(b)(9) 503(b)(9) Claim
ADM
Administrative Claim
Page 28 of 28

10000018863

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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.

In addition, pursuant to section 365(g) of the Bankruptcy Code, a debtors 8

EXHIBIT 1 Larson-Young Declaration

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

EXHIBIT 2 Proposed Order

____________________________________ Kevin Gross Chief United States Bankruptcy Judge

EXHIBIT A No Liability Claims

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

ABC LOCK SVC.

ATTN: DENNIS DIEKHUIS

512 3RD AVE. NORTH

CLEAR LAKE, IA 50428

ABC, INC. D/B/A WPVI-TV

ATTN: TANYA L. MENTON, VP/COUNSEL $1,317.59

NEW YORK, NY 10023-6298

AMERICAN HERITAGE LANDSCAPE, LP

ATTN: JIM MADDOX $1,764.00

7013 OWENSMOUTH AVE.

CANOGA PARK, CA 91303

AREA DISPOSAL SERVICE, INC.

ATTN: KIM D. DIEGEL $694.00

P.O. BOX 9071

ATTN: BRIDGET BAGBY $1,214.59

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

BC LAWN MAINTENANCE LLC ATTN: TIM BAKER $525.00

1774 SLOUGH COURT OCOEE, FL 34761

BLACK DIAMOND ROOFING ATTN: NATHAN OAKLEY $815.00

5728 WEST RED NARROWS DR. WEST JORDAN, UT 84081

BLACK HILLS CORPORATION ATTN: RADICA SAMAROO $1,365.37

1102 E FIRST STREET PAPILLION, NE 68046

BLACK HILLS CORPORATION ATTN: RADICA SAMAROO $1,710.47

1102 E FIRST STREET PAPILLION, NE 68046

BLACK HILLS CORPORATION ATTN: RADICA SAMAROO $327.19

1102 E FIRST STREET PAPILLION, NE 68046

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

BRANDCO ATTN: ROBIN E BRAVO $941.53

P.O. BOX 1631 BAKERSFIELD, CA 93302-1631

BUSTER SANITATION SERVICE ATTN: KIM D. DIEGEL $158.14

P.O. BOX 9071 PEORIA, IL 61612

CALMET SERVICES, INC. ATTN: JANET SALAZAR $229.46

P.O. BOX 227 PARAMOUNT, CA 90723-0227

CHANTLER, PEGGY 3824 LA MIRANDA, APT. 324 $20,000.00

RANCHO SANTA MARGARITA, CA 92688

CHICO MALL, LLC C/O GGP LIMITED PARTNERSHIP $839.00

ATTN: JENNIFER ANFINSON 110 N WACKER DRIVE CHICAGO, IL 60606

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

CITY OF COCOA - UTILITIES DEPT ATTN: JOAN CLARK $68.28

P.O. BOX 30225 TAMPA, FL 33630

CITY OF SAN JOSE, FINANCE DEPARTMENT ATTN: CARRIE RANK $174.00

CLAIMS RECOVERY GROUP LLC AS ASSIGNEE OF SAN ANTONIO CIRCULAR $4,246.72

CLAIMS RECOVERY GROUP, LLC AS ASSIGNEE OF AUTUMN FOODS $374.50

CLASSIC PARTY RENTALS 3101 S. HARBOR BLVD $848.28

SANTA ANA, CA 90704

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

DAIGLE ENTERPRISES, INC. ATTN: GREG E DAIGLE $7,500.00

2050 FRONTAGE ROAD WEST STILLWATER MN 55082

11525 32ND AVENUE NORTH PLYMOUTH, MN 55447

DAWN FOOD PRODUCTS, INC ATTN: RUSSELL W. HELGANZ $3,596.00

4188 SOLUTIONS CENTER CHICAGO, IL 60677-4001

GGP - TUCSON MALL L.L.C.

C/O GGP LIMITED PARTNERSHIP $100.00

ATTN: JENNIFER ANFINSON