winecare storage llc chapter 11 petition
Post on 16-Apr-2015
100 Views
Preview:
DESCRIPTION
TRANSCRIPT
UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re WineCare Storage LLC, Debtor.
: : : : : : :
Chapter 11 Case No. 13-____
ORDER SCHEDULING INITIAL CASE CONFERENCE
WineCare Storage LLC, debtor and debtor in possession in the above-captioned case (the
"Debtor"), having filed a petition for relief under chapter 11 of the Bankruptcy Code on January
29, 2013, and the Court having determined that a case management conference will aid in the
efficient conduct of the case, it is hereby:
ORDERED that, pursuant to 11 U.S.C. § 105(d), an initial case management conference
will be conducted by the undersigned Bankruptcy Judge in Room __ , United States Bankruptcy
Court, One Bowling Green, New York, New York 10004 on ___________, 2013, at 10:00 a.m.,
or as soon thereafter as counsel may be heard, to consider the efficient administration of the case,
which may include, inter alia, such topics as retention of professionals, creation of a committee
to review budget and fee requests, use of alternative dispute resolution, timetables, and
scheduling of additional case management conferences; and it is further
ORDERED that the Debtor shall give notice by mail of this order at least seven days
prior to the scheduled conference to each committee appointed to serve in the case pursuant to 11
U.S.C. § 1102 (or, if no committee has been appointed, to the holders of the 20 largest unsecured
claims), the holders of the five largest secured claims, any postpetition lender to the Debtor, and
the United States Trustee, and shall promptly file proof of service of such notice with the Clerk
of the Court.
13-10268-reg Doc 1 Filed 01/29/13 Entered 01/29/13 20:12:23 Main Document Pg 4 of 14
Dated: New York, New York _________ __, 2013
______________________________ United States Bankruptcy Judge
13-10268-reg Doc 1 Filed 01/29/13 Entered 01/29/13 20:12:23 Main Document Pg 5 of 14
DOC ID - 19599567.3
ACTION BY WRITTEN CONSENT OF A MAJORITY OF MEMBERSHIP INTERESTS OF WINECARE STORAGE LLC
The undersigned, being the majority of the Membership Interests1 of WineCare Storage LLC, a New York limited liability company (the "Company"), acting by written consent without a meeting pursuant to Sections 7.9 and 8.1(a) of the Company's Operating Agreement dated as of January 1, 2005, (the "Operating Agreement") and Section 407(a) of the New York Limited Liability Company Law, hereby consent to the adoption of the following resolutions:
FILING OF BANKRUPTCY PETITION
RESOLVED, that Members owning a majority of the Membership Interests of the Company have determined, based upon current events and after consultation with counsel, that it is desirable and in the best interests of the Company that a petition be filed by the Company under the provisions of chapter 11 of title 11 of the United States Code (the "Bankruptcy Code");
FURTHER RESOLVED, that a petition under chapter 11 of the Bankruptcy Code ("Chapter 11") shall be filed on behalf of the Company by Derek Limbocker, Managing Member of the Company (the "Authorized Officer"), and the same is hereby authorized and approved in all respects, and the Authorized Officer is hereby authorized, directed and empowered, on behalf of and in the name of the Company, as applicable, to execute and verify such petition and to cause the same to be filed with the United States Bankruptcy Court for the Southern District of New York or such other court that the Authorized Officer shall deem necessary, appropriate or desirable (the "Bankruptcy Court");
FURTHER RESOLVED, that the Authorized Officer is hereby authorized, directed and empowered, on behalf of and in the name of the Company, to cause the Company to enter into, execute, deliver, certify, file and/or record, negotiate and perform, any and all necessary documents, including, without limitation, all petitions, affidavits, schedules, motions, certifications pleadings, lists, statements of financial affairs, applications, plan of reorganization, disclosure statement, and other papers and to take any and all actions that the Authorized Officer shall deem necessary, appropriate or desirable in connection with the proceedings under the Bankruptcy Code; FURTHER RESOLVED, that the law firm of Schulte Roth & Zabel LLP is hereby retained as legal counsel to the Company, in connection with the commencement and maintaining of such proceedings and any other matters in connection therewith, and the Authorized Officer is hereby authorized, directed and empowered to execute appropriate retention agreements, pay appropriate retainers prior to and immediately upon the filing of the Chapter 11 case, and cause to be filed an appropriate application for authority to retain the services of Schulte Roth & Zabel LLP;
FURTHER RESOLVED, that the Authorized Officer is hereby authorized, directed and empowered, on behalf of and in the name of, the Company, as applicable, to retain and employ
1 All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Bankruptcy Code or in the Operating Agreement, as applicable.
13-10268-reg Doc 1 Filed 01/29/13 Entered 01/29/13 20:12:23 Main Document Pg 6 of 14
DOC ID - 19599567.3
such attorneys, investment bankers, accountants, restructuring professionals, experts, advisors and other professionals to assist in the Chapter 11 case on such terms and conditions that the Authorized Officer shall deem necessary, appropriate or desirable;
FURTHER RESOLVED, that the Authorized Officer and any employees, agents, attorneys, investment bankers, accountants, advisors and other professionals designated by or directed by the Authorized Officer, be, and each hereby is, authorized, directed and empowered on behalf of, and in the name of the Company, as applicable, to cause the Company to file such other authorized agreements, instruments and documents as may be necessary, appropriate or desirable in connection with the Chapter 11 case and to make such authorized motions and other filings with the Bankruptcy Court, and do all other things, as may be or become necessary, appropriate or desirable for the successful prosecution of the case.
GENERAL AUTHORIZATION; ADDITIONAL RESOLUTIONS
RESOLVED, that, consistent with the foregoing resolutions, the Authorized Officer is hereby authorized, directed and empowered, in the Authorized Officer's discretion, on behalf of and in the name of the Company, as applicable, to (i) prepare, execute and deliver or cause to be prepared, executed and delivered, and where necessary, appropriate or desirable, file or cause to be filed with the appropriate governmental authorities, all other agreements, instruments and documents, including but not limited to all certificates, contracts, bonds, receipts or other papers, (ii) incur and pay or cause to be paid all fees, expenses and taxes, including without limitation, legal fees and expenses, (iii) engage such persons as the Authorized Officer shall in his judgment determine to be necessary, appropriate or desirable, and (iv) do any and all other acts and things as the Authorized Officer deems necessary, appropriate or desirable to carry out fully the intent and purposes of the foregoing resolutions and each of the transactions contemplated thereby (and the doing of any such act or thing shall be conclusive evidence that the same is deemed necessary, appropriate or desirable); and
FURTHER RESOLVED, that any and all actions heretofore or hereafter taken in the name and on behalf of the Company, as applicable, by the Board of Managers, the Authorized Officer or any employee, agent, attorney, investment banker, accountant, advisor or other professional designated by or directed by the Board of Managers or the Authorized Officer in connection with or related to the matters set forth in or contemplated by the foregoing resolutions be, and they hereby are, adopted, confirmed, approved and ratified in all respects as the acts and deeds of the Company, as applicable.
13-10268-reg Doc 1 Filed 01/29/13 Entered 01/29/13 20:12:23 Main Document Pg 7 of 14
IN WITNESS WHEREOF, the undersigned, constituting a majority of the Membership Interests of the Company have executed this Action by Written Consent as of the date indicated below.
Dated: January 29, 2013
WINECARE STORAGE, LLC as Member
By: __________________________ Name: Derek Limbocker
WINECARE STORAGE, LLC as Member
By: __________________________ Name: J. Peter Pierce
WINECARE STORAGE, LLC as Member By: __________________________
Name: J. Peter Pierce, Trustee for the L. W. Pierce Trust
DOC ID - 19599567.3
13-10268-reg Doc 1 Filed 01/29/13 Entered 01/29/13 20:12:23 Main Document Pg 9 of 14
ASSETS
Current Assets
Checking/Savings
1010 ∙ Cash Checking ‐JPM‐Chase $9,172.14
1015 ∙ Cash ‐ Savings ‐JPM‐Chase $7.36
1075 ∙ Petty Cash A/C $300.00
Total Checking/Savings
Accounts Receivable
1200 ∙ Accounts Receivable $105,017.06
Total Accounts Receivable
Other Current Assets
1201 ∙ Reserve for Bad Debts ‐$4,021.08
1250 ∙ Prepaid Insurance $7,930.72
Total Other Current Assets
Total Current Assets $118,406.20
Fixed Assets
1810 ∙ Alarm System Cost $28,492.14
1813 ∙ Vehicle Cost $15,030.16
1816 ∙ Computer Hardware $0.00
1822 ∙ Original Cost $30,270.26
1823 ∙ Depreciation ‐$39,305.00
Total 1816 ∙ Computer Hardware
1829 ∙ Computer Mailing List Cost $2,000.00
1835 ∙ Computer Software
1841 ∙ Original Cost $20,185.75
Total 1835 ∙ Computer Software
1845 ∙ Equip.,Furn., & Fixtures Cost $27,586.96
1848 ∙ Forklift Cost $1,134.33
1851 ∙ Leasehold Improvements Cost $43,648.86
1854 ∙ Refrigeration Cost $85,731.48
1860 ∙ Shelving $0.00
1866 ∙ Original Cost $46,443.16
Total 1860 ∙ Shelving
1870 ∙ Accumulated Depreciation ‐$203,536.00
1888 ∙ Warehouse Equipment Cost $3,410.72
Total Fixed Assets $61,092.82
Other Assets
1920 ∙ Organizational Expense
1925 ∙ Accounting $15,084.00
1930 ∙ Legal $17,035.00
Total 1920 ∙ Organizational Expense
1931 ∙ Accumuilated Amortization ‐$22,971.00
1950 ∙ Product Cost $0.00
1975 ∙ Boxes Cost $23,269.18
Total 1950 ∙ Product Cost
1980 ∙ Security Deposit $25,858.31
Total Other Assets $58,275.49
TOTAL ASSETS $237,774.51
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Accounts Payable
2000 ∙ Accounts Payable $37,047.88
Total Accounts Payable
Credit Cards
2024 ∙ Chase Business Credit Card/MC ‐$6,605.25
Total Credit Cards
Other Current Liabilities
2102 ∙ Salary Payable ‐ D. L. $960,000.00
2145 ∙ Miscellaneous P/R Deduction $48.91
2195 ∙ DBL Payable ‐$35.00
WineCare Storage, LLC Balance Sheet as of 12/31/2013 (unaudited)
13-10268-reg Doc 1 Filed 01/29/13 Entered 01/29/13 20:12:23 Main Document Pg 11 of 14
2200 ∙ Sales Tax Payable $3,909.83
2500 ∙ Due to/from The Triton Collect. $8,757.65
2600 ∙ L/P JPP $25,000.00
2610 ∙ L/P PG $15,000.00
2620 ∙ Due To/From DL ‐$32,600.03
2700 ∙ Def. Inc. ‐ Reimbursable ‐ Ins. $72,105.37
2790 ∙ Security Deposit ‐ Clients $8,034.00
Total Other Current Liabilities $1,060,220.73
Total Current Liabilities $1,090,663.36
Total Liabilities $1,090,663.36
Equity
3100 ∙ Equity
3110 ∙ Member One Equity
3130 ∙ Member One Investments $100,000.00
Total 3110 ∙ Member One Equity
3210 ∙ Member Two Equity
3230 ∙ Member Two Investments $100,000.00
Total 3210 ∙ Member Two Equity
3310 ∙ Member Three Equity
3330 ∙ Member Three Investments $250,000.00
Total 3310 ∙ Member Three Equity
3410 ∙ Member Four Equity
3430 ∙ Member Four Investments $250,000.00
Total 3410 ∙ Member Four Equity
3510 ∙ Memberr Five Equity
3530 ∙ Member Five Investments $100,000.00
Total 3510 ∙ Memberr Five Equity
3610 ∙ Member Six Equity
3630 ∙ Member Six Investments $50,000.00
Total 3610 ∙ Member Six Equity
3710 ∙ Member Seven Equity
3730 ∙ Member Seven Investments $50,000.00
Total 3710 ∙ Member Seven Equity
Total 3100 ∙ Equity $900,000.00
3910 ∙ Retained Earnings ‐$1,762,541.61
Net Income $9,652.76
Total Equity ‐$852,888.85
TOTAL LIABILITIES & EQUITY $237,774.51
13-10268-reg Doc 1 Filed 01/29/13 Entered 01/29/13 20:12:23 Main Document Pg 12 of 14
DECLARATION UNDER PENALTY OF PERJURY ON
BEHALF OF WINECARE STORAGE LLC
I, Derek L. Limbocker, Managing Member and Chief Executive Officer of WineCare
Storage LLC, named as debtor and debtor-in possession in this case, in accordance with 11
U.S.C. §1116(1)(B) declare under penalty of perjury pursuant to 28 U.S.C. §1746 that no
statement of operations or cash-flow statement has been prepared and no Federal tax return has
been filed for the tax year 2012.
Date: January 29, 2013
Signature: _/s/ Derek Limbocker____________________ Derek L. Limbocker, Managing Member
13-10268-reg Doc 1 Filed 01/29/13 Entered 01/29/13 20:12:23 Main Document Pg 13 of 14
top related