10000019037

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: March 20, 2012 at 4:00 p.m. (ET) Hearing Date: April 5, 2012 at 10:00 a.m. (ET)
REORGANIZED DEBTORS THIRTEENTH (13TH) OMNIBUS (SUBSTANTIVE) OBJECTION TO CLAIMS PURSUANT TO SECTION 502(b) OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 3003 AND 3007 AND LOCAL RULE 3007-1 Perkins & Marie Callenders, LLC and its affiliated Reorganized Debtors,2 by and through their undersigned counsel, hereby submit this objection (the Objection), pursuant to section 502(b) of title 11 of the United States Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code), Rules 3003 and 3007 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rule 3007-1 of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the Local Rules), to each of the claims (collectively, the Disputed Claims) listed on Exhibits A, B and C 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, or modifying and reclassifying each of the Disputed Claims, as indicated in further detail below and on Exhibits A, B and C 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 Thirteenth (13TH)

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] (the
Confirmation Order) confirming the Debtors Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (including all exhibits thereto and as may be amended, modified, or supplemented from time to time, and as supplemented by the Plan Supplement, the Plan) pursuant to section 1129 of the Bankruptcy Code and Bankruptcy Rule 3020. 7. 1370]. 8. Additional information about the Debtors businesses, the events leading up to the The Effective Date of the Plan occurred on November 30, 2011 [Docket No.
Petition Date, and the facts and circumstances surrounding the Debtors and the Chapter 11 Cases can be found in the Declaration of Joseph F. Trungale in Support of Debtors Chapter 11 Petitions and First Day Motions [Docket No. 19] filed on the Petition Date and incorporated by reference herein. Debtors Schedules 9. On July 11, 2011, each of the Debtors filed their Schedules of Assets and
Liabilities [Docket Nos. 182, 184, 186, 188, 190, 192, 194, 196, 198, 200, 202, and 204] and on August 17, 2011, Debtors Perkins & Marie Callenders Inc. (f/k/a The Restaurant Company) and Marie Callender Pie Shops, Inc. amended theirs [Docket Nos. 745 and 750] (collectively, as amended, the Schedules). Bar Date and Proofs of Claim 10. On June 13, 2011, this Court entered an order [Docket No. 36] appointing Omni 3
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Management Group, LLC (Omni) as the claims, balloting and noticing agent in these Chapter 11 Cases. Omni is authorized to maintain (i) all proofs of claim filed against the Debtors in these bankruptcy proceedings and (ii) an official claims register (the Claim Register) by docketing all proofs of claim in a claims database containing, among other things, information regarding the name and address of each claimant, the date the proof of claim was received by Omni, the claim number assigned to the proof of claim, and the asserted amount and classification of the claim. 11. On July 9, 2011, this Court entered an order [Docket No. 174] (the Bar Date
Order) (i) establishing August 16, 2011 at 4:00 p.m. (prevailing Eastern Time) (the General Bar Date) as the final date and time for filing proofs of claim against the Debtors estates on account of claims (including, without limitation, any secured claims, priority claims, and claims under section 503(b)(9) of the Bankruptcy Code) which arose on or prior to the Petition Date, and (ii) approving the form and manner of notice of the Bar Date (as defined below). 12. Therein, the Court also established December 12, 2011 at 4:00 p.m. (prevailing
Eastern Time) (the Government Bar Date) as the final date and time for any governmental unit to file a proof of claim against the Debtors estates on account of any claims that arose prior to or on the Petition Date. 13. Additionally, pursuant to the Bar Date Order, any person or entity asserting a
claim (each, a Rejection Damages Claim) against the Debtors estates in connection with the Debtors rejection of an executory contract or unexpired lease under section 365 of the Bankruptcy Code is required to file a proof of claim on or before the later of (i) the General Bar Date or (ii) 4:00 p.m. (prevailing Eastern Time) on the date that is thirty (30) days following the entry of the order approving the rejection of such executory contract or unexpired lease pursuant to which the person or entity asserting the Rejection Damages Claim is a party (the Rejection 4
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Bar Date). 14. The Bar Date Order also provided that if the Debtors amend or supplement their
Schedules subsequent to the date of service of the Bar Date Notice (as defined in the Bar Date Order), the Debtors shall give notice of any such amendment or supplement to the holders of claims affected thereby, and such holders shall be afforded the later of (i) the General Bar Date and (ii) twenty-one (21) days from the date on which such notice is given, to file proofs of claim in these Chapter 11 Cases in respect of their claims (together with the General Bar Date, the Government Bar Date and the Rejection Bar Date, collectively, the Bar Date). 15. Pursuant to the Bar Date Order, the Bar Date Notice, together with a proof of
claim form, was served by first-class mail no later than two (2) calendar days after entry of the Bar Date Order on: (i) the U.S. Trustee; (ii) counsel to the Committee; (iii) all known holders of claims listed on the Schedules at the addresses stated therein; (iv) all parties known to the Debtors as having potential claims against any of the Debtors estates (as of the date of the entry of the Bar Date Order) and their counsel (if known); (v) all parties who have requested notice pursuant to Bankruptcy Rule 2002 (as of the date of the entry of the Bar Date Order); (vi) all known equity security holders of the Debtors; (vii) counsel to the agent for the Debtors prepetition Credit Facility and post-petition DIP Facility; (viii) counsel to the indenture trustee for the Senior Secured Notes; (ix) counsel to the indenture trustee for the Senior Notes; (x) counsel to the Restructuring Support Parties; (xi) all counterparties to any of the Debtors executory contracts and unexpired leases listed on the Schedules at the addresses stated therein; (xii) the attorneys of record to all parties to pending litigation against any of the Debtors (as of the date of the entry of the Bar Date Order); (xiii) the Internal Revenue Service, the United States Attorneys Office for the District of Delaware, and all taxing authorities for the jurisdictions in which the Debtors do business; and (xiv) the Securities and Exchange Commission [see Docket 5
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Nos. 276 and 280]. 16. In addition, in accordance with the Bar Date Order, the Publication Notice (as
defined in the Bar Date Order) was published in the USA Today on July 21, 2011 [see Docket No. 380]. 17. Pursuant to Article VIII.D of the Plan and Paragraph 27 of the Confirmation
Order, any and all Claims for damages arising from the rejection of an executory contract or unexpired lease must be filed with the Court in accordance with the terms of the Final Order authorizing such rejection, but in no event later than December 30, 2011 at 4:00 p.m. (prevailing Eastern Time), except for any such Claims on account of an executory contract or unexpired lease rejected pursuant to Article VIII.B of the Plan. Relief Requested 18. By this Objection, the Reorganized Debtors request the Court to enter the
Proposed Order, pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 3007-1, disallowing and expunging in full, modifying, reclassifying, or modifying and reclassifying each of the Disputed Claims, as indicated in further detail below and on Exhibits A, B and C to the Proposed Order. 19. In accordance with Local Rule 3007-1(e)(i)(E), the Reorganized Debtors believe
that this Objection complies in all respects with Local Rule 3007-1. Objection A. 20. NO LIABILITY CLAIMS After reconciling each of the Disputed Claims against the Debtors books and
records, the Reorganized Debtors have determined that the Debtors are not liable with respect to the claims identified on Exhibit A to the Proposed Order under the column titled Claim Amount/Classification (collectively, the No Liability Claims). 6
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Upon review of the No
Liability Claims, the Reorganized Debtors simply cannot justify these claims as valid. Thus, the Reorganized Debtors believe that the No Liability Claims should be disallowed and expunged in their entirety. Any failure to disallow such claims would result in the applicable claimants receiving an unwarranted recovery against the Debtors estates, to the detriment of other creditors in these Chapter 11 Cases. 21. Accordingly, the Reorganized Debtors hereby object to the No Liability Claims
and request the Court to enter the Proposed Order disallowing and expunging in full each of the No Liability Claims, as provided for on Exhibit A to the Proposed Order. B. 22. MODIFIED AMOUNT CLAIMS The claimants asserting the claims identified under the column titled Claim
Amount/Classification on Exhibit B to the Proposed Order (collectively, the Modified Amount Claims) asserted an amount that was higher than the amount of liability reflected in the books and records of the Debtors. As a result, the amount of these claims should be modified by reducing the amount to the dollar values listed under the column titled Modified Claim Amount/Classification on Exhibit B to the Proposed Order. Any failure to modify the Modified Amount Claims in this manner would result in the applicable claimants receiving an unwarranted recovery against the Debtors estates, to the detriment of other creditors in these chapter 11 proceedings. 23. Accordingly, the Reorganized Debtors hereby object to the Modified Amount
Claims and request the Court to enter the Proposed Order reducing the value of the Modified Amount Claims, as provided for on Exhibit B to the Proposed Order. C. 24. MODIFIED AMOUNT, RECLASSIFIED CLAIMS The claimants asserting the claims identified under the column titled Claim
Amount/Classification on Exhibit C to the Proposed Order (collectively, the Modified Amount, 7

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Reclassified Claims) asserted that all or a portion of their claims are entitled to secured, administrative or priority status. After reconciling the Modified Amount, Reclassified Claims against the Debtors books and records, the Reorganized Debtors have determined that the priority level of the Modified Amount, Reclassified Claims should be adjusted. Specifically, the Modified Amount, Reclassified Claims are not entitled, under the Bankruptcy Code or otherwise, to the secured, administrative or priority status set forth in each claimants proof of claim. As a result, the Reorganized Debtors believe that these Modified Amount, Reclassified Claims should be reclassified as indicated in the Modified Claim Amount/Classification column on Exhibit C to the Proposed Order. Any failure to do so would award the claimants undue secured,
administrative or priority status to the detriment of other creditors in these Chapter 11 Chases. 25. Additionally, the claimants asserting the Modified Amount, Reclassified Claims
asserted an amount that was higher than the amount of liability reflected in the Debtors books and records. As a result, the Reorganized Debtors believe that the amount of such Modified Amount, Reclassified Claims should be modified by reducing or fixing the amounts thereof to the dollar values listed under the column titled Modified Claim Amount/Classification on Exhibit C to the Proposed Order. Any failure to modify the Modified Amount, Reclassified Claims as set forth herein and on Exhibit C to the Proposed Order will result in the applicable claimant receiving an unwarranted recovery against the Debtors estates to the detriment of other creditors of the Debtors estates. 26. Accordingly, the Reorganized Debtors hereby object to the Modified Amount,
Reclassified Claims and request the Court to enter the Proposed Order reclassifying and reducing the value of the Modified Amount, Reclassified Claims, as provided for on Exhibit C to the Proposed Order.
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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 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: 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 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 THIRTEENTH (13TH) 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 Thirteenth (13TH) 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 No Liability Claims, the Modified Amount Claims, and the Modified Amount, Reclassified Claims, as defined in the Objection and identified on Exhibits A, B and C to the Proposed Order, respectively. 4. The information contained on Exhibits A, B and C 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 a review of the Debtors books and records, the Reorganized Debtors have
determined that in order to prevent the claimants asserting the Modified Amount Claims from receiving an unwarranted recovery against the Debtors estates, to the detriment of other creditors in these Chapter 11 Cases, it is necessary to reduce in value the Modified Amount Claims, as provided for on Exhibit B to the Proposed Order.
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7.
The Reorganized Debtors have reviewed the Debtors books and records and
determined that the Modified Amount, Reclassified Claims identified on Exhibit C to the Proposed Order should be modified and reclassified as provided for on Exhibit C in order to prevent the claimants from receiving an unwarranted recovery and undue secured, administrative or priority status, to the detriment of other creditors of the Debtors estates. As a result, the Reorganized Debtors seek to both reduce the value of and reclassify the Modified Amount, Reclassified Claims, as provided for on Exhibit C to the Proposed Order. I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct to the best of my knowledge, information and belief. Executed on March 6, 2012 /s/ Karen Larson-Young Karen Larson-Young Vice President, Finance
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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: March 20, 2012 at 4:00 p.m. (ET) Hearing Date: April 5, 2012 at 10:00 a.m. (ET)
NOTICE OF REORGANIZED DEBTORS THIRTEENTH (13TH) 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 Thirteenth (13TH) 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 March 20, 2012 at 4:00 p.m. (ET) (the Response Deadline) with the United States Bankruptcy Court for the District of
The Debtors, together with the last four digits of each Debtors federal tax identification number, are: Perkins & Marie Callenders Inc. (4388); Perkins & Marie Callenders Holding Inc. (3999); Perkins & Marie Callenders Realty LLC (N/A); Perkins Finance Corp. (0081); Wilshire Restaurant Group LLC (0938); PMCI Promotions LLC (7308); Marie Callender Pie Shops, Inc. (7414); Marie Callender Wholesalers, Inc. (1978); MACAL Investors, Inc. (4225); MCID, Inc. (2015); Wilshire Beverage, Inc. (5887); and FIV Corp. (3448). The mailing address for the Debtors is 6075 Poplar Avenue, Suite 800, Memphis, TN 38119. Reorganized Debtors and Debtors shall have the meaning ascribed to such terms in the Debtors Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (including all exhibits thereto and as may be amended, modified, or supplemented from time to time, and as supplemented by the Plan Supplement).
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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 APRIL 5, 2012 AT 10:00 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: 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 THE REORGANIZED DEBTORS
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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 THIRTEENTH (13TH) 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 Thirteenth (13TH) 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, or modifying and reclassifying each of the Disputed Claims identified on Exhibits A, B and C attached hereto; and it appearing that due and sufficient notice of the Objection has been given under the circumstances; and after due deliberation and upon the Courts determination that the
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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relief requested in the Objection is in the best interests of the Reorganized Debtors and the Debtors, their estates and creditors and other parties in interest; and sufficient cause appearing for the relief requested in the Objection, it is hereby ORDERED, ADJUDGED AND DECREED that: 1. 2. The Objection is sustained. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and
3007 and Local Rule 3007-1, the No Liability Claims identified on Exhibit A attached hereto are hereby disallowed and expunged in their entirety. 3. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and
3007 and Local Rule 3007-1, the Modified Amount Claims identified on Exhibit B attached hereto are hereby modified by reducing the amounts of such Modified Amount Claims to the dollar values listed under the column titled Modified Claim Amount/Classification on Exhibit B attached hereto. 4. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and
3007 and Local Rule 3007-1, the Modified Amount, Reclassified Claims identified on Exhibit C attached hereto are hereby (i) modified by reducing or fixing the amounts of such Modified Amount, Reclassified Claims to the dollar values listed under the column titled Modified Claim Amount/Classification on Exhibit C attached hereto and (ii) reclassified to the priority levels indicated under the column titled Modified Claim Amount/Classification on Exhibit C attached hereto. 5. 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
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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. 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 ____________, 2012
____________________________________ Kevin Gross Chief United States Bankruptcy Judge
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EXHIBIT A No Liability Claims
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201203051412
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) NO LIABILITY CLAIMS
Claimant Reason
2296 $1,317.59 UNS 11-11795
Claim Number Claim Amount/ Classification* Filed In Case(s)*
ABC, INC. D/B/A WPVI-TV
C/O TANYA L. MENTON, ESQ $1,317.59
77 W. 66TH STREET
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
ALEXANDRIA VIKING SPEEDWAYS, INC.
2286
$700.00
UNS
11-11795
ATTN: PATRICK SOLYNTJES $700.00
P.O. BOX 462
Based on a review of the 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.
ALEXANDRIA, MN 56308
CLAIMS RECOVERY GROUP LLC
1732
$1,350.00
UNS
11-11801
AS ASSIGNEE OF NUNEZ, JORGE $1,350.00
ATTN: ALLISON AXENROD
92 UNION AVENUE
CRESSKILL, NJ 07626 2045 $946.97 UNS 11-11795
Based on a review of the supporting documentation filed with the claim, the claim is for amounts that were included in claim 571, which was adjudicated pursuant to an order dated December 28, 2011 and allowed as an unsecured claim in the amount of $1,150.00. As such, the Debtors object to this claim based on no liability.
COMMERCIAL KITCHEN SERVICES
ATTN: LINDA LYLES $946.97
808 HANLEY INDUSTRIAL CT
ST. LOUIS, MO 63144
Based on a review of the supporting documentation filed with the claim, the claim is for amounts that were included in claim 1770, which was adjudicated pursuant to an order dated December 28, 2011 and allowed as an unsecured claim in the amount of $505.48 and an administrative portion of $441.13. As such, the Debtors object to this 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 14
Claimant Reason
COX/KALMACH ENTERPRISES INC., DBA MARIE CALLENDER'S PIE SHOP #124
1768
No Amt Given**
UNS
11-11795
ATTN: MARY C. CLEARY 12402 E. WASHINGTON BLVD WHITTIER, CA 90602
Based on a review of the supporting documentation filed with the claim, the claim is for alleged liability relating to the gift card program which the Debtors have for their franchisees. Based on a review of the Debtors' books and records, there are no amounts owed to this franchisee for the point in time for which the claim was filed. As such, the Debtors object to the claim based on no liability.
COX/KALMBACH ENTERPRISES, INC.
1742
No Amt Given**
UNS
11-11795
DBA MARIE CALLENDER'S PIE SHOP #36 (WHITTIER) ATTN: MARY CLEARY
12402 E WASHINGTON BLVD
WHITTIER, CA 90602
1743
No Amt Given**
UNS
11-11795
DBA MARIE CALLENDER'S PIE SHOP #17
(WEST LOS ANGELES)
ATTN: MARY C CLEARY
WHITTIER, CA 90602 1744 No Amt Given** UNS 11-11795
DBA MARIE CALLENDER'S PIE SHOP #3 (LAHABRA) ATTN: MARY C CLEARY
WHITTIER, CA 90602
Claimant Reason
DEE-LEE, INC. WEST SAHARA, LLC.
1737
No Amt Given**
UNS
11-11801
BRIDGET E. WILLIAMS JEFFREY D. WILLIAMS 600 E. SAHARA AVE.
LAS VEGAS NV 89117

628 $719.01 $5,191.21 UNS $4,472.20 PRI 11-11803
10
FRANCHISE TAX BOARD
ATTN: GENEVIEVE ROGERS
BANKRUPTCY SECTION MS A340
PO BOX 2952
SACRAMENTO, CA 95812-2952
Based on a review of the supporting documentation filed with the claim, the claim is for tax returns for one of the Debtors (MACAL Investors Inc., Case 803) which the claimant alleges were not filed for years beginning with 2007. Based on a review of the Debtors' books and records, the returns for this entity were included in the consolidated return filed on behalf of Marie Callender Pie Shops Inc. for each of the periods referenced in the claim. As such, the Debtors object to the claim based on no liability.
11
GSMC, INC
1747
No Amt Given**
UNS
11-11801
ATTN: GARY CUSHING
185 E. DAILY DRIVE
CAMARILLO, CA 93010
Based on a review of the supporting documentation filed with the claim, the claim is for alleged liability relating to the gift card program which the Debtors have for their franchisees. Based on a review of the Debtors' books and records, there are no amounts owed to this franchisee for the point in time for which the claim was filed. As such, the Debtors object to the claim based on no liability. 11-11801
12 $162.71 $253.81 UNS
HAVE LIGHTS WILL TRAVEL
1947
$91.10
503(b)(9)
ATTN: THERESA KEYES
1630 MERCHANTS ST.
SPARKS, NV 89431
Based on a review of the supporting documentation filed with the claim, the claim is for amounts that were included in claim 388, which was adjudicated pursuant to an order dated January 19, 2012 and allowed as an unsecured claim in the amount of $162.71. As such, the Debtors object to this claim based on no liability.
Claimant Reason
13
HENNEPIN COUNTY TREASURER ATTN: VICCI LEE $75,731.83
201
$75,731.83
SEC
11-11795
A600 GOVERNMENT CENTER 300 S 6TH ST MINNEAPOLIS, MN 55487 202 $131,848.84 SEC 11-11795
Based on a review of the supporting documentation filed with the claim, the claim is for property taxes on real property that the Debtors did not own. As such, the Debtors object to the claim based on no liability.
14
15
16
A600 GOVERNMENT CENTER 300 S 6TH ST MINNEAPOLIS, MN 55487 206 $68,178.99 SEC
17
11-11795
A600 GOVERNMENT CENTER 300 S 6TH ST MINNEAPOLIS, MN 55487
Claimant Reason
18
207
$59,426.12
SEC
11-11795
19
20
21
A600 GOVERNMENT CENTER 300 S 6TH ST MINNEAPOLIS, MN 55487 211 $55,381.25 SEC
22
11-11795
A600 GOVERNMENT CENTER 300 S 6TH ST MINNEAPOLIS, MN 55487
Claimant Reason
23
212
$53,312.42
SEC
11-11795
24
JEFFERSON COUNTY TREASURER ATTN: DAVE VILLANO $8,349.44
100 JEFFERSON COUNTY PKWY 2520 GOLDEN, CO 80419-2520
25
KEN MISKAM 43720 TENAJA RD.
1751
No Amt Given**
UNS
11-11795
MURRIETA, CA 92562
26 $3,142.46 $3,326.46 UNS
LIQUIDITY SOLUTIONS, INC. AS ASSIGNEE OF
1835
$184.00
503(b)(9)
11-11795
KELLER FIRE & SAFETY INC
ATTN: MICHAEL HANDLER
ONE UNIVERSITY PLAZA, STE 312
HACKENSACK, NJ 07601 1539 No Amt Given** PRI 11-11795
Based on a review of the supporting documentation filed with the claim, the claim is for amounts that were included in claim 583, which was adjudicated pursuant to an order dated January 19, 2012 and allowed as an unsecured claim in the amount of $2,168.42. As such, the Debtors object to this claim based on no liability.
27
LITTLETON RESTAURANT GROUP LLC.
DBA MARIE CALLENDER'S #119
ATTN: ROBERT GRISMAN
51 WEST DRY CREEK COURT
Based on a review of the supporting documentation filed with the claim, the claim is for alleged liability relating to royalties pursuant to an arrangement that is no longer in effect as a result of the Debtors' sale of a certain trademark to Conagra. As such, the Debtors object to the claim based on no liability.
LITTLETON, CO 80120
Claimant Reason
28
LITTLETON RESTAURANT GROUP LLC. DBA MARIE CALLENDER'S #119
1758
No Amt Given**
UNS
11-11795
ATTN: ROBERT GRISMAM 51 WEST DRY CREEK COURT LITTLETON, CO 80120
29
MARGARITA ALMUINA
2294
$200,000.00
UNS
11-11795
C/O LAW OFFICE OF DENNIS R. FUSI $200,000.00
4909 LAKEWOOD BLVD., SUITE 600
LAKEWOOD, CA 90712
Based on a review of the supporting documentation filed with the claim, this claim is for an alleged incident that has been reported as a workers compensation claim. As the Debtors have insurance coverage for workers compensation claims, the Debtors object to the claim based on no liability.
30
MARICOPA COUNTY TREASURER
2135
$30,124.94
SEC
11-11799
LORI A. LEWIS $30,124.94
MARICOPA COUNTY ATTORNEY'S OFFICE
222 N. CENTRAL AVENUE, SUITE 1100
PHOENIX, AZ 85004 1739 No Amt Given** UNS 11-11801
31
MARIE CALLENDAR'S #71
ATTN: RANDY JOHNSON
1625 INDUSTRIAL PARK AVE.
REDLANDS, CA 92374
Claimant Reason
32
MARIE CALLENDER'S #140/ HEMET CALIFORNIA 3969 W. FLORIDA AVE
1764
No Amt Given**
UNS
11-11795
HEMET, CA 92545
33
MARIE CALLENDER'S #239
1537
No Amt Given**
SEC
11-11801
ATTN: BRIDGET WILLIAMS
3081 N. RAINBOW BLVD.
LAS VEGAS, NV 89108
34
1741
No Amt Given**
UNS
11-11801
ATTN: BRIDGET E. WILLIAMS
3081 N. RAINBO BLVD.
LAS VEGAS, NV 89108
35
1541
No Amt Given**
SEC
11-11801
ATTN: BRIDGET WILLIAMS
600 E. SAHARA AVE.
LAS VEGAS, NV 89104
Claimant Reason
36
MARIE CALLENDER'S #25 ATTN: BRIDGET E WILLIAMS
1738
No Amt Given**
UNS
11-11801
600 E. SAHARA AVE. LAS VEGAS, NV 89104
37
MARIE CALLENDERS #30
1748
No Amt Given**
UNS
11-11795, 11-11801
DOREEN MCCABE
3148 TRAVOIS CIRCLE
RESCUE, CA 95672
38
MARIE CALLENDERS #45
1746
No Amt Given**
UNS
11-11795
ATTN: GREGORY J. GRISHAM
1030 W. FOOTHILL BLVD
CLAREMONT, CA 91711
39
MARIE CALLENDER'S #47 / FOUNTAIN VALLEY, CA ATTN: ED DEERING
1757
No Amt Given**
UNS
11-11795
18889 BROOKHURST
FOUNTAIN VALLEY, CA 92708
Claimant Reason
40
MC LA MESA INC ATTN: JOE FLAHERTY
1752
No Amt Given**
UNS
11-11795
6950 ALVARADO ROAD SAN DIEGO, CA 92120
41
MC LANCASTER INC.
1749
No Amt Given**
UNS
00-00000
ATTN: MICHAEL A. BRANNON
1649 W. AVENUE K
LANCASTER, CA 93534
42 $99.00 $189.00 UNS
NEWS PRINTING CO INC
710
$90.00
503(b)(9)
11-11795
ATTN: BRENDA LAMB
P.O. BOX 967
Based on a review of the Debtors' books and records, the amounts owed to this creditor were included in (and allowed in) claim 181 filed by the same claimant. As such, the Debtors' object to this claim based on no liability.
NEWTON, IA 50208
43
NORTHERN STATES POWER CO., A MINNESOTA
32
$133,225.64
UNS
11-11795
CORPORATION, D/B/A XCEL ENERGY $133,225.64
ATTN: LINDA R. CLARK
PO BOX 727
No supporting documentation was filed with the claim. Based on a review of the Debtors' books and records, the amounts owed to this creditor were included in (and allowed in) claim 34 filed by the same claimant. As such, the Debtors' object to this claim based on no liability.
LA CROSSE, WI 54602-0727
Claimant Reason
44
PASSCO HUGHES PROMENADE ET AL TENANTS IN COMMON C/O KATTEN MUCHIN ROSENMAN LLP ATTN: DUSTIN P. BRANCH, ESQ 2029 CENTURY PARK EAST, 26TH FLOOR $7,421.62
2278
$7,421.62
ADM
11-11801
LOS ANGELES, CA 90067
Based on a review of the supporting documentation filed with the claim, the claim is for unpaid post petition rent and attorneys fees. The unpaid post petition rent has been previously allowed on claim number 1299 filed by the claimant. As such, the Debtors object to $3,973.84 of the claim as duplicative. Additionally, the Debtors object to the balance of this claim for attorneys fees and costs for which they have no liability.
45 $68.00 $912.54 UNS
PENNSYLVANIA DEPARTMENT OF REVENUE
2161
$844.54
PRI
11-11795
ATTN: MICHAEL MARTIN
BANKRUPTCY DIVISION
PO BOX 280946
HARRISBURG, PA 17128-0946 1756 No Amt Given** UNS 11-11801
Based on a review of the supporting documentation filed with the claim, the claim is for taxes covering two periods prior to the Petition Date. Based on a review of the Debtors' books and records, the returns were filed as required for those periods and all taxes remitted therewith. As such, the Debtors object to the claim based on no liability.
46
PIE SHOP NO. 45
TONY & TEUNIS DEERING
18889 BROOKHURST ST.
FOUNTAIN VALLEY CA 92708
47
POMEROY INVESTMENTS, INC.
1841
No Amt Given**
UNS
11-11801
ATTN: CLARK L POMEROY
23679 CALABASAS RD #1036
CALABASAS, CA 91302-1502
Based on a review of the supporting documentation filed with the claim, the claim is for alleged liability relating to a purchasing rebate program which the Debtors have for their franchisees. Based on a review of the Debtors' books and records, there are no amounts owed to this franchisee for the point in time for which the claim was filed. As such, the Debtors object to the claim based on no liability.
Claimant Reason
48
POMEROY INVESTMENTS, INC. CLARK POMEROY
1843
No Amt Given**
UNS
11-11801
23679 CALABASAS RD #1036 CALABASAS, CA 91302-1502
49
ROGELIO VALDIVIA
2293
$200,000.00
UNS
11-11795
C/O LAW OFFICE OF DENNIS R. FUSI $200,000.00
4909 LAKEWOOD BLVD., SUITE 600
LAKEWOOD, CA 90712
Based on a review of the supporting documentation filed with the claim, this claim is for an alleged incident that has been reported as a workers compensation claim. As the Debtors have insurance coverage for workers compensation claims, the Debtors object to the claim based on no liability.
50 $6,452.35 $6,452.35 UNS
SAN CHAE, LLC
2274
No Amt Given**
PRI
11-11801
ATTN: BILL C. AND SOOK AN
33218 139TH TERR SE
AUBURN, WA 98092
Based on a review of the supporting documentation filed with the claim, the claim is for reimbursement for utility services provided after the Debtors relinquished the property to the landlord and rejected the lease. The claimant also has an allowed claim for rejection damages under 502(b)(6) of the Bankruptcy Code, which claim is intended to cover such amounts. As such, the Debtors object to this claim based on no liability.
51
STRAWBERRY PARK LTD. PIE RISE L.T.D.
1755
No Amt Given**
UNS
11-11801
ATTN: JIM LOUDER
3 WILLIAMSBURG LN.
ROLLING HILLS, CA 90274
Claimant Reason
52
SUMMIT BROKERAGE, INC ATTN: DONNA LINDELL $19,228.73
1239
$10,241.19 $8,987.54
503(b)(9) PRI
11-11795
4011 SE INTERNATIONAL WAY SUITE 601 MILWAUKIE, OR 97222
Based on a review of the Debtors' books and records, $8,987.54 of the claim was satisfied on 1/30/2012. 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. Further, there was no supporting documentation for the $10,241.19 of the claim that was indicated as 503(b)(9). As such, the Debtors object to $10,241.19 of the claim based on no liability.
53
SUNSET VALLEY VILLAGE F-1, LTD RREEF 207459-94 C/O KATTEN MUCHIN ROSENMAN LLP ATTN: DUSTIN P. BRANCH, ESQ 2029 CENTURY PARK EAST, 26TH FLOOR $6,843.29
2277
$6,843.29
ADM
11-11801
LOS ANGELES, CA 90067
Based on a review of the supporting documentation filed with the claim, the claim is for unpaid post petition rent and attorneys fees. The unpaid post petition rent has been previously allowed on claim number 1295 filed by the claimant. As such, the Debtors object to $2,989.55 of the claim as duplicative. Additionally, the Debtors object to the balance of this claim for attorneys fees and costs for which they have no liability.
54
THAYER MEDIA INC
1948
$61,867.86
UNS
11-11801
ATTN: JAIME DAVIS $61,867.86
9000 EAST NICHOLS AVE
SUITE 202
CENTENNIAL, CO 80112 2209 No Amt Given** PRI 11-11795
Based on a review of the supporting documentation filed with the claim, the claim is for amounts that were included in claim 276, which was adjudicated pursuant to an order dated December 28, 2011 and allowed as an unsecured claim in the amount of $60,810.66. As such, the Debtors object to this claim based on no liability.
55
TREASURER OF STATE
UNCLAIMED PROPERTY DIVISION
ATTN: KATHERYN FEHRING
Based on a review of the Debtors' books and records, nothing is owing to this claimant. As such, the Debtors object to the claim based on no liability.
P.O. BOX 10430
DES MOINES, IA 50306-0005
Claimant Reason
56
WRIGHT-HENNEPIN COOP ELECTRIC ATTN: KELLY KONRAD $6,506.70
260
$6,506.70
UNS
00-00000
P.O. BOX 330 ROCKFORD, MN 55373-0330
Based on a review of the supporting documentation filed with the claim, the claim includes invoices that are also included in (and allowed in) claim 1519 filed by Debt Acquisition Group, as assignee. As such, the Debtors object to this claim based on no liability.
201203051412
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 14 of 14
EXHIBIT B Modified Amount Claims
01: 11819521.1
201203051419
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) MODIFIED AMOUNT CLAIMS
Claimant Reason
2148 $8,939.66 SEC 11-11795 $0.00 SEC
Modified Claim Amount/ Classification
BOB MCKEE
ATTN: YING JIANG $8,939.66 $0.00
LAKE COUNTY TAX COLLECTOR
P.O. BOX 327
TAVARES, FL 32778-0327
Based upon a review of the supporting documentation filed with the claim, the claim is for tangible property taxes on four locations in Lake County, FL, three of which are correctly assessed upon the Debtors. The fourth location (identified as "Sunner Inc."), belongs to a third party franchisee and not the Debtors. The claims for three of the locations (#1049, #1218 and #1242) were paid by the Debtors on 11/16/2011. As such, the Debtors object to $6,940.76 of the claim based on satisfaction, and object to the remaining $1,998.90 of the claim based on no liability.
COLORADO SPRINGS UTILITIES
439
$22,364.39
UNS
11-11795
$13,347.05 UNS
ATTN: LYNELL JACKSON $22,364.39 $13,347.05
PO BOX 1103
COLORADO SPRINGS, CO 80947-1103
Based on a review of the Debtors books and records, $9,017.34 of the claim was paid on 06/10/2011. As such, the Debtors object to $9,017.34 of the claim based on satisfaction.
FIKES PUGET SOUND
2201
$943.40
UNS
11-11795
$815.90 UNS
ATTN: MARK SIMS $943.40 $815.90
P.O. BOX 941
KENT, WA 98035
Based on a review of supporting documentation filed with this claim, $121.50 of the claim is supported by an invoice that is not reflected on the Debtors books and records. As such, the Debtors object to $121.50 of the claim based on no liability.
Claimant Reason
INTERSTATE POWER & LIGHT COMPANY A WHOLLY-OWNED SUBSIDIARY OF $29,769.58 $21,667.95
2138
$29,769.58
UNS
11-11795
$21,667.95 UNS
ALLIANT ENERGY CORPORATION 300 SHERIDAN AVENUE CENTERVILLE, IA 52544
Based on a review of the supporting documentation filed with the claim, $8,101.63 of the claim is supported by invoices not reflected on the Debtors' books and records. As such, the Debtors object to $8,101.63 of the claim based on no liability.
THE PRINTERY
2262
$1,103.43
UNS
11-11795
$1,010.57 UNS
ATTN: MARY NORDWELL $1,103.43 $1,010.57
P.O. BOX 383151
GERMANTOWN, TN 38138
Based on a review of supporting documentation filed with this claim, $92.86 of the claim is supported by an invoice that is not reflected on the Debtors books and records. As such, the Debtors object to $92.86 of the claim based on no liability.
TRISTATE INDUSTRIAL LAUNDRY
1500
$1,929.65
UNS
11-11795
$1,867.33 UNS
P.O. BOX 4145 $1,929.65 $1,867.33
UTICA, NY 13504
Based on a review of the Debtors books and records, $62.32 of the claim was paid on 04/20/2011. As such, the Debtors object to $62.32 of the claim based on satisfaction.
Claimant Reason
201203051419
11-11798 (798)
11-11799 (799) 11-11800 (800)
11-11801 (801)
11-11802 (802) 11-11803 (803)
11-11804 (804)
MCID, INC.
11-11805 (805) 11-11806 (806)
00-00000 (000)
ADM
Page 3 of 3
EXHIBIT C Modified Amount, Reclassified Claims
01: 11819521.1
201203051409
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) MODIFIED AMOUNT, RECLASSIFIED CLAIMS
Claimant Reason
672 $4,761.60 $15,000.00 $10,227.40 UNS $10,227.40 UNS $10,238.40 503(b)(9) 11-11801 $0.00 503(b)(9)
BIG IDEA MARKETING, INC
ATTN: MELANIE SCHWALD
22782 ISLAMARE LANE
LAKE FOREST, CA 92630
Based on a review of the supporting documentation filed with the claim, the claim includes amounts for services, and pursuant to section 503(b)(9) of the Bankruptcy Code, only goods received within 20 prior to the Petition Date are valid priority claims. As such, the entire claim must be reclassified to a general unsecured claim. In addition, $4,772.60 of the claim included amounts for services provided post-petition and was paid on 7/27/11. As such, the Debtors object to $4,772.60 of the claim based on satisfaction.
758
$419.25
503(b)(9)
11-11795
$0.00 503(b)(9)
$177.20 UNS
CULLIGAN OF GREATER KANSAS CITY ATTN: SHERLYN DEVAULT $419.25
P.O. BOX 2170 OLATHE, KS 66051
$177.20
Based on a review of the supporting documentation filed with the claim, the claim includes amounts for services, and pursuant to section 503(b)(9) of the Bankruptcy Code, only goods received within 20 days prior to the Petition Date are valid priority claims. As such, the entire claim must be reclassified to a general unsecured claim. In addition, $242.05 of the claim was paid on 8/03/2011. As such, the Debtors object to $242.05 of the claim based on satisfaction.
Claimant Reason
3
$6,209.25 UNS
KDLT-TV ATTN: TAYLOR EASTMAN $7,305.75 $6,209.25
1429
$6,209.25 $1,096.50
503(b)(9) UNS
11-11795
$0.00 503(b)(9)
3600 SOUTH WESTPORT AVE. SIOUX FALLS, SD 57106-6325
Based on a review of the supporting documentation filed with the claim, the claim includes amounts for services, and pursuant to section 503(b)(9) of the Bankruptcy Code, only goods received within 20 days prior to the Petition Date are valid priority claims. As such, the entire claim must be reclassified to a general unsecured claim. In addition, $1,096.50 of the claim included amounts for services provided post-petition and was paid on 8/10/2011. As such, the Debtors object to $1,096.50 of the claim based on satisfaction.
KHQ - TV
574
$5,474.00
503(b)(9)
11-11795
ATTN: PAULA BAUER $8,793.25
$3,319.25
UNS
$0.00 503(b)(9) $3,319.25 UNS $3,319.25
P.O. BOX 794
SPOKANE, WA 99210-0794
Based on a review of the supporting documentation filed with the claim, the claim includes amounts for services, and pursuant to section 503(b)(9) of the Bankruptcy Code, only goods received within 20 prior to the Petition Date are valid priority claims. As such, the entire claim must be reclassified to a general unsecured claim. In addition, $5,474.00 of the claim was paid on 6/03/2011. As such, the Debtors object to $5,474.00 of the claim based on satisfaction.
Claimant Reason
201203051409
11-11798 (798)
11-11799 (799) 11-11800 (800)
11-11801 (801)
11-11802 (802) 11-11803 (803)
11-11804 (804)
MCID, INC.
11-11805 (805) 11-11806 (806)
00-00000 (000)
ADM
Page 3 of 3

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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 Thirteenth (13TH)

Upon review of the No

Amount/Classification on Exhibit C to the Proposed Order (collectively, the Modified Amount, 7

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, INC. D/B/A WPVI-TV

C/O TANYA L. MENTON, ESQ $1,317.59

NEW YORK, NY 10023-6298

ALEXANDRIA VIKING SPEEDWAYS, INC.

ATTN: PATRICK SOLYNTJES $700.00

P.O. BOX 462

CLAIMS RECOVERY GROUP LLC

AS ASSIGNEE OF NUNEZ, JORGE $1,350.00

ATTN: ALLISON AXENROD

CRESSKILL, NJ 07626 2045 $946.97 UNS 11-11795

COMMERCIAL KITCHEN SERVICES

ATTN: LINDA LYLES $946.97

808 HANLEY INDUSTRIAL CT

ST. LOUIS, MO 63144

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

COX/KALMACH ENTERPRISES INC., DBA MARIE CALLENDER'S PIE SHOP #124

ATTN: MARY C. CLEARY 12402 E. WASHINGTON BLVD WHITTIER, CA 90602

COX/KALMBACH ENTERPRISES, INC.

12402 E WASHINGTON BLVD

COX/KALMBACH ENTERPRISES, INC.

DBA MARIE CALLENDER'S PIE SHOP #17

(WEST LOS ANGELES)

ATTN: MARY C CLEARY

12402 E WASHINGTON BLVD

WHITTIER, CA 90602 1744 No Amt Given** UNS 11-11795

COX/KALMBACH ENTERPRISES, INC.

DBA MARIE CALLENDER'S PIE SHOP #3 (LAHABRA) ATTN: MARY C CLEARY

12402 E WASHINGTON BLVD

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

DEE-LEE, INC. WEST SAHARA, LLC.

BRIDGET E. WILLIAMS JEFFREY D. WILLIAMS 600 E. SAHARA AVE.

LAS VEGAS NV 89117

FRANCHISE TAX BOARD

ATTN: GENEVIEVE ROGERS

BANKRUPTCY SECTION MS A340

ATTN: GARY CUSHING

185 E. DAILY DRIVE

12 $162.71 $253.81 UNS

HAVE LIGHTS WILL TRAVEL

ATTN: THERESA KEYES

1630 MERCHANTS ST.

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

HENNEPIN COUNTY TREASURER ATTN: VICCI LEE $75,731.83

HENNEPIN COUNTY TREASURER ATTN: VICCI LEE $131,848.84

HENNEPIN COUNTY TREASURER ATTN: VICCI LEE $72,885.78

HENNEPIN COUNTY TREASURER ATTN: VICCI LEE $120,395.03

HENNEPIN COUNTY TREASURER ATTN: VICCI LEE $68,178.99

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

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

HENNEPIN COUNTY TREASURER ATTN: VICCI LEE $59,426.12

HENNEPIN COUNTY TREASURER ATTN: VICCI LEE $68,770.56

HENNEPIN COUNTY TREASURER ATTN: VICCI LEE $56,154.99