Chapter 11 REVSTONE INDUSTRIES, LLC, et al.
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re:
)
REVSTONE INDUSTRIES, LLC, et al.,’
) ) ) )
Chapter 11
)
Debtors.
Case No. 12-13262 (BLS) (Jointly Administered) Related Docket No. 1072
DEBTORS’ OBJECTION TO THE MOTION OF PATRICK J. O’MARA FOR A 2004 EXAMINATION OF DEBTORS REVSTONE INDUSTRIES, LLC AND US TOOL & ENGINEERING, LLC PURSUANT TO BANKRUPTCY RULE 2004 US Tool & Engineering, LLC ("US Tool") and Revstone Industries, LLC ("Revstone"), debtors and debtors in possession in the above captioned cases (collectively, the "Debtors"), by and through their undersigned counsel, submit this objection (the "Objection") to the Motion of Patrick J. O’Mara for Entry of an Order Directing the Examination of Debtors Revstone Industries, LLC and US Tool and Engineering, LLC Pursuant to Bankruptcy Rule 2004 (the "2004 Motion"). In support of the Objection, the Debtors respectfully state as follows: Preliminary Statement 1.
The 2004 Motion of unsecured creditor Patrick J. O’Mara ("O’Mara")
requests extensive production of documents related to the pre-petition operations of US Tool, assets and liabilities of the Debtors, causes of actions of the estates and the Debtors’ reorganization and/or exit strategy. O’Mara’s interests in the Chapter 11 Cases are limited to his unsecured claim against certain of the Debtors. The only legitimate investigation that O’Mara
1
The Debtors in these Chapter 11 Cases and the last four digits of each Debtors’ federal tax identification numbers are: Revstone Industries, LLC (7222); Spara, LLC (6613); Greenwood Forgings, LLC (9285); and US Tool and Engineering, LLC (6450). The location of the Debtors’ headquarters and the service address for each of the Debtors is 2250 Thunderstick Dr., Suite 1203, Lexington, KY 40505.
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can justify is as related to his claim and, because the Debtors have not objected to his claim, the time for such discovery is not ripe. The other topics O’Mara seeks to investigate are not an appropriate basis for an investigation from a single unsecured claimant. O’Mara has no legitimate reason for requesting the information and/or documentation at this time. 2.
In presenting the 2004 Motion, O’Mara clearly relies upon his status as a
party in interest in the Revstone and US Tool cases to justify the enormous expense to the estate for responding to his requests for document production and demanding a representative submit to a deposition. O’Mara doesn’t even attempt to connect his purported reason for the 2004 examination with the unsecured claims he filed in the Revstone and US Tool cases. Fortunately for the Debtors and the other creditors of their estates who want to conserve estate resources, individual parties in interest cannot demand a 2004 examination unless they present "good cause" for such an examination. And, even if "good cause" exists, the examination must be narrowly tailored to the examiner’s legitimate interest in the case. O’Mara has no such good cause to force an examination on virtually every aspect of the Debtors’ cases. 3.
Moreover, most, if not all, of the documents O’Mara requests would have
been available to him as an officer of US Tool or through his position as a member of the official committee of unsecured creditors in the Revstone cases. O’Mara is not interested in an "examination" of the Debtors. He is interested in harassing and distracting the Debtors with discovery and depositions that will have little or no impact upon the potential value of his unsecured claims. Indeed, due to the potential costs of responding to his wide ranging document requests, O’Mara may in fact be reducing the ultimate recovery on his claims. This Court should deny the 2004 Motion in the interest of O’Mara and all other parties who seek to maximize the value of these estates by avoiding the costs related to needless discovery.
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Background 4.
On December 3, 2012, Debtor Revstone Industries, LLC commenced its
case by filing a voluntary petition for relief under chapter 11 of the Bankruptcy Code (the "Revstone Petition Date"). On January 7, 2013, Debtor US Tool and Engineering, LLC commenced its cases by filing a voluntary petition for relief under chapter 11 of the Bankruptcy Code (the "US Tool Petition Date" and collectively, with the Revstone Petition Date, the "Petition Dates"). The Debtors have continued in the possession of their property and have continued to operate and manage their business as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 5.
On December 18, 2012 the United States Trustee appointed an Official
Committee of Unsecured Creditors in the case of Revstone Industries, LLC (the "Revstone Committee"). No committee has been appointed in the case of US Tool and Engineering, LLC. No trustee or examiner has been appointed in any of the Debtors’ chapter 11 cases. 6.
On January 16, 2013, Revstone filed its statements of financial affairs and
schedules of assets and liabilities with the Court (the "Revstone Schedules"). The statutory meeting of creditors under 11 U.S.C. § 341 for Revstone was conducted on January 29, 2013 and February 14, 2013. Revstone Schedule F lists a contingent, unliquidated and disputed claim for O’Mara in the amount of $1,500,000. 7.
On March 13, 2013, US Tool filed its statements of financial affairs and
schedules of assets and liabilities with the Court (the "US Tool Schedules"). The statutory meeting of creditors under 11 U.S.C. § 341 for Greenwood and US Tool was conducted on February 14, 2013. US Tool Schedule F lists a contingent, unliquidated and disputed claim for O’Mara in the amount of $1,500,000.
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On March 11, 2013, O’Mara filed claims in both the Revstone and US
Tool cases (the "O’Mara Claims"). 2 The claim in the each case seeks payment of $1,592,398.60 for an unsecured claim based upon certain prepetition settlement agreements between the Debtors and O’Mara by which US Tool, Revstone and Spara agreed to make payments to O’Mara to satisfy a previous debt. Argument 9.
O’Mara’s discovery requests are overly broad, burdensome, and not
directly related to the O’Mara’s legitimate interest in the prosecution of his unsecured claim and, thus, the requests are beyond the permissible scope of Fed. R. Bankr. P. 2004 ("Rule 2004’). While it is true that Rule 2004 affords a party in interest an opportunity to conduct a wideranging examination with respect to a debtor’s financial affairs, the ability to do so is not limitless. $ In re Texaco Inc., 79 B.R.
551, 553 (Bankr. S.D.N.Y. 1987) (the scope of the
examination is not without limits, the examination should not be so broad as to be more disruptive and costly to the debtor than beneficial to the creditor); Snyder v. Society Bank, 181 B.R. 40, 41-42 (S.D. Tex. 1994) (the scope of Rule 2004 is not limitless); In re Coffee Cupboard, Inc., 128 B.R. 509, 514 (Bankr. E.D.N.Y. 1991) (there are important limits to the scope of an examination under Rule 2004). The party seeking to conduct a Rule 2004 examination must show good cause for the examination which it seeks. In re Eagle-Picher Industries, Inc., 169 B.R. 130, 134 (Bankr. S.D. Ohio 1994). In order to demonstrate good cause, a movant must demonstrate that such examination is necessary for the protection of its legitimate interests. See
2
O’Mara also filed a claim in the Spara, LLC case identical to the claim filed in Revstone. Because the 2004 Motion does not seek an investigation of Debtor Spara, LLC, O’Mara’s claims against Spara, LLC are not discussed herein.
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In re Drexel Burnham Lambert Group, Inc., 123 B.R. 702, 712 (Bankr. S.D.N.Y. 1991). Moreover, even if a party in interest can show that a Rule 2004 examination is necessary for the protection of its legitimate interests, the court must then balance the examiner’s interests against the debtor’s interest and that of the estate. See In re Countrywide Home Loans, Inc., 384 B. R. 373, 393 (W.D. Pa. 2008) (applying a "sliding scale" manner or balancing test to determine whether a line of inquiry is appropriate under Rule 2004); Drexel Burnham, 123 B.R. at 712. A.
O’Mara Does Not Have a Legitimate Interest in Compelling a 2004 Examination at This Time 10.
O’Mara cannot satisfy the "good cause" test for the requested 2004
examination because such an examination is not necessary to prosecute his unsecured claim in these cases. O’Mara’s interest in these Chapter 11 Cases relate exclusively to his prepetition claims against the Debtors. O’Mara has filed an unsecured claim in the cases of Revstone, US Tool and Spara. Assuming the O’Mara’s Claims were executed and filed in accordance with the Bankruptcy Code, the claims represent prima facie evidence of the of the validity and amount of the claim. See Fed. R. Bankr. P. 3001(f). Therefore, O’Mara currently has no legitimate interests to protect through a Rule 2004 examination, and, thus, he cannot demonstrate good cause. 11.
Further, the mere fact that the Debtors may, one day, object to the O’Mara
Claims is not sufficient cause for a Rule 2004 examination. Pursuant to an order of this Court, the Debtors are currently investigating whether Mr. O’Mara, while still serving as an officer of US Tool, and with the assistance of Boston Finance Group and/or certain of its affiliates ("BFG"), breached his fiduciary duties by placing his own interests and those of BFG before those of US Tool. The Debtors may make discoveries in the course of this investigation that will support an objection to the O’Mara Claims. However, until the Debtors complete their 5 DOCSDE: 189882.4 73864/00!
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investigation of O’Mara, it is unclear whether legitimate defenses exist to the O’Mara Claims. Mere speculation of a potential claim objection or other potential Debtor actions in the future goes well beyond the scope of inquiries allowed under Rule 2004. See Texaco Inc., 79
B.R. at
555 (Court did not require examinee to produce documents relating to the development, preparation or content of restructuring the debtor’s operations or a plan of reorganization as premature). 12. Even if O’Mara did have a legitimate interest related to the O’Mara Claims necessitating a Rule 2004 request, much of the information and/or documentation that he requests is not relevant to that interest. O’Mara requests a Rule 2004 examination relating to, among other things, (a) causes of action of the Debtors, (b) documents related to plans of reorganization of any of the Debtors, (c) documents concerning a structured dismissal of any of the Debtors, (d) documents related to the potential conversion to chapter 7 of any of the Debtors, (e) claims filed against the Debtors and (f) liabilities listed on the schedules for any of the Debtors. Each of these requests relate to the Debtors’ reorganization strategy and/or how the Debtors intend to emerge from chapter 11.. To the extent these requests apply to Revstone, the discovery requests should be submitted pursuant to Bankruptcy Rule 7026 with respect to the Debtors’ pending plan and disclosure statement, and are not a proper subject for a 2004 examination. See In re Wash. Mut., Inc., 408 B.R. 45, 49-5 1 (Bankr. D. Del. 2009) (holding that once a contested matter has been commenced, discovery is made pursuant to Bankruptcy Rule 7026 et seq., rather by a Rule 2004 examination) (citing In re Bennett Funding Grp.,Inc., 203 B.R. 24, 28 (Bankr. N.D.N.Y. 1996)) ("Where a party requests a Rule 2004 examination and an adversary proceeding or other litigation in another forum is pending between the parties, the relevant inquiry is whether the Rule 2004 examination will lead to discovery of evidence related
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to the pending proceeding or whether the requested examination seeks to discover evidence unrelated to the pending proceeding."); see also In re Valley Forge Plaza Assocs., 109 B.R. 669, 674-75 (Bankr. E.D. Pa. 1990). With regard to Debtors other than Revstone, O’Mara has no current need for an investigation related to the post-petition activities of any of the Debtors or their plans for reorganization or other exit strategy. As a result, this is not the appropriate time for any party (let alone O’Mara who has no legitimate interest for asking for such information) to forcibly examine the Debtors’ reorganization and/or exit strategy. 13.
Finally, O’Mara’ s request for examination relating to the operations of US
Tool, US Tool customer lists, US Tool equipment and the business and assets of US Tool are beyond the permissible scope of Rule 2004. Obviously, O’Mara requests this information because he is currently an officer in a business that was created with the express purpose of duplicating the operations of the now-shutdown US Tool. The Debtors have no obligation to assist O’Mara in his new business venture by supplying customer lists, equipment lists, business strategy and other corporate documents that related to the previous US Tool operations. O’Mara’s need to review US Tool’s previous operations does not establish good cause to order a Rule 2004 examination of the Debtors in these cases. B.
Balancing the Interests Weighs In Favor of Denying the 2004 Reciuest
14.
Even assuming that O’Mara could demonstrate good cause for a Rule
2004 examination of any scope, the balance of interests of the parties clearly weighs in favor of denying their request as presented. See Countrywide, 384 B. R. at 393 (finding that Rule 2004 requests that seek far-reaching information require a "higher showing of good cause because they are inherently more intrusive and present a greater potential for abuse"). Even if a party in interest can show that a Rule 2004 examination is necessary for the protection of the examiner’s
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legitimate interests, the court should only allow a Rule 2004 examination after it balances the examiner’s interests against the debtor’s interest. See Drexel Burnham, 123 B.R. at 712. 15.
O’Mara’s interest in the requested information must take into account his
previous access to the information requested. O’Mara has been provided the information he now seeks through the 2004 Motion through his position as President and Chief Executive Officer of US Tool and his position as a member of the Revstone Committee. As President and Chief Executive Officer of US Tool, O’Mara had access to all documents related to the customers, vendors, equipment, financing, and operations of US Tool. Further, because O’Mara served as an officer until the operation of US Tool were terminated, he is in a better position than any other person to provide information related to the cessation of operations and the discharge of the US Tool employees. In fact, upon the shutdown of the US Tool business, O’Mara removed the document server from the US Tool facility and held the server until the Debtors requested its return. During the months he was in possession of the server, O’Mara had sufficient time to review or copy any US Tool corporate documents. Thus, O’Mara has no need for an "examination" related to any aspect of the US Tool business or operations during his tenure as officer. He merely is using the 2004 Motion as an opportunity to investigate what the Debtors and their current management may know about previous operations of US Tool. 16.
Similarly, O’Mara has no need for an "examination" related to the post-
petition activities of any of the Debtors or their plans for reorganization or other exit strategy. As a member of Revstone Committee, O’Mara has been provided with numerous documents related to potential causes of action, liabilities and claims filed in the Chapter 11 Cases. Upon information and belief, O’Mara and his counsel (who also represents BFG in these cases) were actively involved in the BFG’s foreclosure and auction of the US Tool assets. Considering the
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information O’Mara has received related to US Tool and each of the Debtors, the 2004 Motion is not merely unnecessary, but is intended only to harass and distract the Debtors. See Texaco Inc., 79 B.R. at 553 (finding that 2004 requests from committee members should not encompass that are duplicative of previously furnished information). 17.
On the other hand, the cost to the estates if the 2004 Motion is granted
would be great. The Debtors would be forced to take several employees away from their current responsibilities to review the Debtors’ numerous documents in an effort to satisfy the request. Additionally, O’Mara seeks to depose a representative of both Revstone and US Tool. As a result, the costs to the Debtors to comply with O’Mara’s requests would be extensive, and the time required for professionals to respond would be extremely disruptive to the Debtors. In light of the prematurity and questionable relevance of the requested discovery, the Debtors’ interest in avoiding needless costs and expenses clearly outweighs O’Mara’s interest in obtaining the relief at this time. 3 C.
A Majority of the Requested Discovery is Privileged and/or Confidential
18.
Even assuming, arguendo, that O’Mara had a legitimate interest in
conducting a Rule 2004 examination, the Debtors require protection because a majority of the requested discovery is privileged and/or confidential. A Rule 2004 examination is subject to the doctrine of privileged communications, including the attorney-client privilege. See 9 Collier on Bankruptcy ¶ 2004.02[4] at 2004-9 (15th Ed. 2002). O’Mara’s requests the production of documents related to the Debtors’ causes of action, asserted liabilities, plans of reorganization,
If the Court were to permit any discovery of the Debtors at this time, such discovery should be limited to the production of documents related to the O’Mara Claims. The Court could address the necessity of depositions which would be particularly costly and disruptive - at a later time.
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strategic business plans, and certain motions filed in these Chapter 11 Cases, each of which (to the extent any drafts or other documents exist) would have been created by or with significant input from the Debtors’ legal counsel. Therefore, they are subject to the attorney work product doctrine and would not be produced in any event. Conclusion 19.
As set forth herein, the Court should deny the 2004 Motion because the
proposed examination is not necessary to prosecute his filed claims. Thus, the discovery requests are beyond the scope of Rule 2004. Moreover, because O’Mara’s requests seek information he has already been provided as an officer of US Tool or a member of the Revstone Committee, O’Mara has no need for an "examination" of the numerous topics listed in the 2004 Motion. O’Mara’s 2004 Motion was filed with a clear intent to harass and distract the Debtors or, perhaps, to retaliate against the Debtors for their investigation into O’Mara’s alleged breaches of fiduciary duties as an officer of US Tool.
Dated: October 9, 2013
PACH LSKI ANG ZIEHL & JONES LLP
Laura DaviA Jones (Bar No. 2436) Alan J. Komfeld (CA Bar No. 130063) Timothy P. Cairns (Bar No. 4228) 919 North Market Street, l7" Floor P.O. Box 8705 Wilmington, DE 19899-8705 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: ljonespszjlaw.com akornfeldpszjlaw.com [email protected] Counsel for Debtors and Debtors in Possession
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re:
)
Chapter 11
)
REVSTONE INDUSTRIES, LLC, et al.,’
)
Case No. 12-13262 (BLS)
)
Debtors.
)
(Jointly Administered)
)
AFFIDAVIT OF SERVICE Monica A. Molitor, being duly sworn according to law, deposes and says that she is employed by the law firm of Pachuiski Stang Ziehi & Jones LLP, counsel for the Debtors in the above-captioned action, and that on the 91h day of October, 2013, she caused a copy of the following document(s) to be served upon the attached service list(s) in the manner indicated:
Debtors’ Objection to the Motion of Patrick J 0 ’Mara for a 2004 Examination of Debtors Revstone Industries, LLC and US Tool & Engineering, LLC Pursuant to Bankruptcy Rule 2004
Monica A. Molitor, Paralegal SWORN TO AND SUBSCRIBED byie on this 91h day of October, 2013. BOWER NOTARY PUBLIC STATE OF DELAWARE fary Public y Commission ExpiAcommission expires Nov. 13, 2014
The Debtors in these Chapter 11 Cases and the last four digits of each Debtors’ federal tax identification numbers are: Revstone Industries, LLC (7222); Spara, LLC (6613); Greenwood Forgings, LLC (9285); and US Tool and Engineering, LLC (6450). The location of the Debtors’ headquarters and the service address for each of the Debtors is 2250 Thunderstick Dr., Suite 1203, Lexington, KY 40505. DOCS_DE: 185594.68 73864/001
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Revstone Consolidated 2002 Service List (First Class) Lead Case No. 12-13262 Document No. 185822 01 INTEROFFICE MAIL 01 VIA EMAIL 14 HAND DELIVERY 33 FIRST CLASS MAIL
HAND DELIVERY (Counsel to Airgas, Inc. and related Airgas Entities) Kathleen M. Miller, Esquire Smith, Katzenstein & Jenkins LLP The Corporate Plaza 800 Delaware Avenue, Suite 1000 P. 0. Box 410 Wilmington, DE 19899
Laura Davis Jones, Esquire Timothy P. Cairns, Esquire Pachulski Stang Ziehi & Jones, LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705
HAND DELIVERY (Counsel to Boston Financial Group) Stuart M. Brown, Esquire R. Craig Martin, Esquire DLA Piper LLP (US) 919 N. Market Street, 15th Floor Wilmington, DE 19801
-
-
INTEROFFICE MAIL David M. Bertenthal, Esquire Pachuiski Stang Ziehl & Jones, LLP 150 California Street, 15th Floor San Francisco, CA 94111 J7A EMAIL (Counsel to George S. Hofmeister) Sheldon S. Toll, Esquire Sheldon S. Toll PLLC Email: [email protected] HAND DELIVERY Jane Leamy, Esquire Office of the United States Trustee 844 King Street, Suite 2207 Lockbox 35 Wilmington, DE 19801 HAND DELIVERY (Counsel to Ford Motor Company) Karen C. Bifferato, Esquire Connolly Gallgaher LLP 1000 West Street, Suite 1400 Wilmington, DE 19801
HAND DELIVERY (Counsel to Schoeller Arca Systems, Inc.) Carl N. Kunz, III, Esquire Morris James LLP 500 Delaware Avenue, Suite 1500 P. 0. Box 2306 Wilmington, DE 19801 HAND DELIVERY (Counsel to United Steelworkers) Susan E. Kaufman, Esquire Cooch and Taylor, P.A. 1000 West Street, 10th Floor P. 0. Box 1680 Wilmington, DE 19801 HAND DELIVERY (Counsel to Official Committee of Unsecured Creditors) Matthew P. Ward, Esquire Steven K. Kortanek, Esquire Mark L. Degrosseilliers, Esquire Womble Carlyle Sandridge & Rice, LLP 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801
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HAND DELIVERY (Counsel to George S. Hofrneister) Evan 0. Williford, Esquire The Williford Firm LLC 901 N. Market Street, Suite 800 Wilmington, DE 19801 HAND DELIVERY (Counsel to Bridgeport Capital Funding LLC) Patrick J. Reilly, Esquire Cole, Schotz, Meisel, Forman & Leonard, P.A. 500 Delaware Avenue, Suite 1400 Wilmington, DE 19801
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HAND DELIVERY (Counsel to Shiloh Die Cast Midwest LLC) Brian A. Sullivan, Esquire Werb & Sullivan 300 Delaware Avenue, Suite 1300 P.O. Box 25046 Wilmington, DE 19899 HAND DELIVERY (Counsel to RI SF C) Thomas J. Francella, Jr., Esquire Whiteford Taylor & Preston LLC 405 North King Street, Suite 500 Wilmington, DE 19801
FIRST CLASS MAIL HAND DELIVERY (Counsel to GE CF Mexico of S.A. de C. V) Kurt F. Gwynne, Esquire and Lucy Qiu, Esquire Reed Smith LLP 1201 N. Market Street, Suite 1500 Wilmington, DE 19801 HAND DELIVERY (Counsel to Hillsdale Salaried Pension Plan and Hillsdale Hourly Pension Plan) Joel A. Waite, Esquire, Kenneth J. Enos, Esquire Young Conaway Stargatt & Taylor LLP Rodney Square 1000 North King Street Wilmington, DE 19801
Securities & Exchange Commission Office of General Counsel - Bankruptcy 100 F. Street, NE Washington, DC 20549
FIRST CLASS MAIL Andrew Calamari, Regional Director Securities & Exchange Commission New York Regional Office 3 World Financial Center, Suite 400 New York, NY 10281
FIRST CLASS MAIL Delaware State Treasury 820 Silver Lake Blvd., Suite 100 Dover, DE 19904
FIRST CLASS MAIL HAND DELIVERY (Counsel to Cole Taylor Bank) Victoria A. Guilfoyle, Esquire Blank Rome LLP 1201 Market Street, Suite 800 Wilmington, DE 19801
Secretary of State Division of Corporations - Franchise Tax P.O. Box 898 Dover, DE 19903
FIRST CLASS MAIL Internal Revenue Service P0 Box 7346 Philadelphia, PA 19101
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FIRST CLASS MAIL
FIRST CLASS MAIL
Zillah A. Frampton Delaware Division of Revenue Bankruptcy Administrator CSOB 8th Floor 820 N. French Street Wilmington, De 19801
(Counsel to Ford Motor Company) Stephen S. LaPlante, Esquire Jonathan S. Green, Esquire Marc N. Swanson, Esquire Miller, Canfield, Paddock and Stone, P.L.C. 150 West Jefferson, Suite 2500 Detroit, MI 48226
FIRST CLASS MAIL (Co-counsel to Debtor) Brian Trust, Esquire Howard S. Beltzer, Esquire Frederick D. Hyman, Esquire Mayer Brown LLP 1675 Broadway New York,NY 10019
FIRST CLASS MAIL David Boyle Airgas, Inc. 259 Radnor-Chester Road, Suite 100 P. 0. Box 6675 Radnor, PA 01908
FIRST CLASS MAIL FIRST CLASS MAIL (Counsel to General Motors LLC) Aaron M. Silver, Esquire Honigman Miller Schwartz and Cohn LLP 2290 First National Building 660 Woodward Avenue Suite 2290 Detroit, MI 48226
Cassandra B. Caverly, Esquire Desiree M. Amador, Esquire M. Katie Burgess, Esquire Pension Benefit Guaranty Corp. Office of the Chief Counsel 1200 K Street, N.W. Washington, DC 20005
FIRST CLASS MAIL FIRST CLASS MAIL (Counsel to Chrysler Group LLC) Sheryl L. Toby, Esquire Dykema Gossett PLLC 39577 Woodward Ave., Suite 300 Bloomfield Hills, MI 48304
Ruben R. Chapa, Esquire Senior Trial Attorney, Office of the Solicitor U.S. Department of Labor 230 South Dearborn, Room 844 Chicago, IL 60604
FIRST CLASS MAIL FIRST CLASS MAIL (Counsel to JTEKT North America, Inc.) Michael E. Baum, Esquire Daniel J. Weiner, Esquire Jeffery J. Sattler, Esquire Schafer and Weiner, PLLC 40950 Woodward Ave., Suite 100 Bloomfield Hills, MI 48304
Matthew M. Scheff, Esquire Trial Attorney - U.S. Department of Labor Office of the Solicitor 1240 E. 9th Street, Room 881 Cleveland, OH 44199
FIRST CLASS MAIL (Counsel to Boston Financial Group) Gregg M. Galardi, Esquire Gabriella Zborovsky, Esquire DLA Piper LLP (US) 1251 Avenue of the Americas, 27th Floor New York, NY 10020
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FIRST CLASS MAIL FIRST CLASS MAIL (Counsel to Nexteer Automotive Corporation) Thomas B. Radom, Esquire Butzel Long, PC Stoneridge West 41000 Woodward Avenue Bloomfield Hills, MI 48304
FIRST CLASS MAIL (Counsel to Gary Walter, Vigin Hoey and David Bagby) Don Darnell, Esquire Darnell Law Offices 7926 Ann Arbor Street Dexter, MI 48130
FIRST CLASS MAIL (Counsel to Native American Logistics Worldwide, LLC) Kevin N. Summers, Esquire Dean & Fulkerson, P.C. 801 W. Big Beaver Road, Suite 500 Troy, MI 48084
FIRST CLASS MAIL (Counsel to Multi-Precision Detail, Inc.) Steven A. Siman, Esquire Steven A. Siman, P.C. 3250 W. Big Beaver, Suite 344 Troy, MI 48084
FIRST CLASS MAIL (Creditor) David R. Jury, Esquire Associate General Counsel United Steelworkers Five Gateway Center Room 807 Pittsburgh, PA 15222
Donna Cutting GIL Inc. 419 E. 4th Street Royal Oak, MI 48067
FIRST CLASS MAIL (Counsel to Bridgeport Capital Funding LLC) Barry P. Gruher, Esquire Genovese Joblove & Battista P.A. 200 E. Broward Blvd, Suite 1110 Ft. Lauderdale, FL 33301
FIRST CLASS MAIL (Counsel to PCG Acquisition Corporation) Aaron L. Hammer, Esquire Christopher J. Horvay, Esquire Suger Felsenthal Grais & Hammer LLP 30 N. LaSalle Street, Suite 3000 Chicago, IL 60602
FIRST CLASS MAIL (Counsel to Bry-Mac, Inc. dlb/a Dietech Tooling Solutions) Bradley J. Fisher Scholten Fant, P.C. 100 N. Third Street P0 Box 454 Grand Haven, MI 49417
FIRST CLASS MAIL (Counsel to Oakland County Treasurer) Richardo I. Kilpatrick, Esquire Kilpatrick & Associates, P.C. 903 North Opdyke Road, Suite C Auburn Hills, MI 48326
FIRST CLASS MAIL Neil Herskowkitz Riverside Claims P0 Box 626 Planetarium Station New York, NY 10024
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FIRST CLASS MAIL (Counsel to GE CF Mexico of S.A. de C. V.) Michael J. Venditto, Esquire Reed Smith LLP 599 Lexington Avenue New York, NY 10022
FIRST CLASS MAIL (Counsel to Hillsdale Salaried Pension Plan and Hillsdale Hourly Pension Plan) Dennis J. Connolly, Esquire, Kevin M. Hembree, Esquire Alston & Bird LLP One Atlantic Center 1201 West Peachtree Street Atlanta, GA 30309
FIRST CLASS MAIL (Counsel to Cole Taylor Bank) Michael B. Schaedle, Esquire Blank Rome LLP One Logan Square Philadelphia, PA 19103
FIRST CLASS MAIL (Counsel to Shiloh Die Cast Midwest LLC) Steve E. Pryatel, Esquire Lawrence S. Crowther, Esquire Wegman, Hessler & Vanderburg 6055 Rockside Wood Blvd., Suite 200 Cleveland, OH 44131
FIRST CLASS MAIL (Counsel to Plex Systems, Inc.) Michael A. Fleming, Esquire Plunkett Cooney 38505 Woodward Avenue, Suite 2000 Bloomfield Hills, MI 48304
FIRST CLASS MAIL (Counsel to RI SP C) Andrew J. Gallo, Esquire Bingham McCutchen, LLP One Federal Street Boston, MA 02110
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re:
)
REVSTONE INDUSTRIES, LLC, et al.,’
) ) ) )
Chapter 11
)
Debtors.
Case No. 12-13262 (BLS) (Jointly Administered) Related Docket No. 1072
DEBTORS’ OBJECTION TO THE MOTION OF PATRICK J. O’MARA FOR A 2004 EXAMINATION OF DEBTORS REVSTONE INDUSTRIES, LLC AND US TOOL & ENGINEERING, LLC PURSUANT TO BANKRUPTCY RULE 2004 US Tool & Engineering, LLC ("US Tool") and Revstone Industries, LLC ("Revstone"), debtors and debtors in possession in the above captioned cases (collectively, the "Debtors"), by and through their undersigned counsel, submit this objection (the "Objection") to the Motion of Patrick J. O’Mara for Entry of an Order Directing the Examination of Debtors Revstone Industries, LLC and US Tool and Engineering, LLC Pursuant to Bankruptcy Rule 2004 (the "2004 Motion"). In support of the Objection, the Debtors respectfully state as follows: Preliminary Statement 1.
The 2004 Motion of unsecured creditor Patrick J. O’Mara ("O’Mara")
requests extensive production of documents related to the pre-petition operations of US Tool, assets and liabilities of the Debtors, causes of actions of the estates and the Debtors’ reorganization and/or exit strategy. O’Mara’s interests in the Chapter 11 Cases are limited to his unsecured claim against certain of the Debtors. The only legitimate investigation that O’Mara
1
The Debtors in these Chapter 11 Cases and the last four digits of each Debtors’ federal tax identification numbers are: Revstone Industries, LLC (7222); Spara, LLC (6613); Greenwood Forgings, LLC (9285); and US Tool and Engineering, LLC (6450). The location of the Debtors’ headquarters and the service address for each of the Debtors is 2250 Thunderstick Dr., Suite 1203, Lexington, KY 40505.
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can justify is as related to his claim and, because the Debtors have not objected to his claim, the time for such discovery is not ripe. The other topics O’Mara seeks to investigate are not an appropriate basis for an investigation from a single unsecured claimant. O’Mara has no legitimate reason for requesting the information and/or documentation at this time. 2.
In presenting the 2004 Motion, O’Mara clearly relies upon his status as a
party in interest in the Revstone and US Tool cases to justify the enormous expense to the estate for responding to his requests for document production and demanding a representative submit to a deposition. O’Mara doesn’t even attempt to connect his purported reason for the 2004 examination with the unsecured claims he filed in the Revstone and US Tool cases. Fortunately for the Debtors and the other creditors of their estates who want to conserve estate resources, individual parties in interest cannot demand a 2004 examination unless they present "good cause" for such an examination. And, even if "good cause" exists, the examination must be narrowly tailored to the examiner’s legitimate interest in the case. O’Mara has no such good cause to force an examination on virtually every aspect of the Debtors’ cases. 3.
Moreover, most, if not all, of the documents O’Mara requests would have
been available to him as an officer of US Tool or through his position as a member of the official committee of unsecured creditors in the Revstone cases. O’Mara is not interested in an "examination" of the Debtors. He is interested in harassing and distracting the Debtors with discovery and depositions that will have little or no impact upon the potential value of his unsecured claims. Indeed, due to the potential costs of responding to his wide ranging document requests, O’Mara may in fact be reducing the ultimate recovery on his claims. This Court should deny the 2004 Motion in the interest of O’Mara and all other parties who seek to maximize the value of these estates by avoiding the costs related to needless discovery.
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Background 4.
On December 3, 2012, Debtor Revstone Industries, LLC commenced its
case by filing a voluntary petition for relief under chapter 11 of the Bankruptcy Code (the "Revstone Petition Date"). On January 7, 2013, Debtor US Tool and Engineering, LLC commenced its cases by filing a voluntary petition for relief under chapter 11 of the Bankruptcy Code (the "US Tool Petition Date" and collectively, with the Revstone Petition Date, the "Petition Dates"). The Debtors have continued in the possession of their property and have continued to operate and manage their business as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 5.
On December 18, 2012 the United States Trustee appointed an Official
Committee of Unsecured Creditors in the case of Revstone Industries, LLC (the "Revstone Committee"). No committee has been appointed in the case of US Tool and Engineering, LLC. No trustee or examiner has been appointed in any of the Debtors’ chapter 11 cases. 6.
On January 16, 2013, Revstone filed its statements of financial affairs and
schedules of assets and liabilities with the Court (the "Revstone Schedules"). The statutory meeting of creditors under 11 U.S.C. § 341 for Revstone was conducted on January 29, 2013 and February 14, 2013. Revstone Schedule F lists a contingent, unliquidated and disputed claim for O’Mara in the amount of $1,500,000. 7.
On March 13, 2013, US Tool filed its statements of financial affairs and
schedules of assets and liabilities with the Court (the "US Tool Schedules"). The statutory meeting of creditors under 11 U.S.C. § 341 for Greenwood and US Tool was conducted on February 14, 2013. US Tool Schedule F lists a contingent, unliquidated and disputed claim for O’Mara in the amount of $1,500,000.
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On March 11, 2013, O’Mara filed claims in both the Revstone and US
Tool cases (the "O’Mara Claims"). 2 The claim in the each case seeks payment of $1,592,398.60 for an unsecured claim based upon certain prepetition settlement agreements between the Debtors and O’Mara by which US Tool, Revstone and Spara agreed to make payments to O’Mara to satisfy a previous debt. Argument 9.
O’Mara’s discovery requests are overly broad, burdensome, and not
directly related to the O’Mara’s legitimate interest in the prosecution of his unsecured claim and, thus, the requests are beyond the permissible scope of Fed. R. Bankr. P. 2004 ("Rule 2004’). While it is true that Rule 2004 affords a party in interest an opportunity to conduct a wideranging examination with respect to a debtor’s financial affairs, the ability to do so is not limitless. $ In re Texaco Inc., 79 B.R.
551, 553 (Bankr. S.D.N.Y. 1987) (the scope of the
examination is not without limits, the examination should not be so broad as to be more disruptive and costly to the debtor than beneficial to the creditor); Snyder v. Society Bank, 181 B.R. 40, 41-42 (S.D. Tex. 1994) (the scope of Rule 2004 is not limitless); In re Coffee Cupboard, Inc., 128 B.R. 509, 514 (Bankr. E.D.N.Y. 1991) (there are important limits to the scope of an examination under Rule 2004). The party seeking to conduct a Rule 2004 examination must show good cause for the examination which it seeks. In re Eagle-Picher Industries, Inc., 169 B.R. 130, 134 (Bankr. S.D. Ohio 1994). In order to demonstrate good cause, a movant must demonstrate that such examination is necessary for the protection of its legitimate interests. See
2
O’Mara also filed a claim in the Spara, LLC case identical to the claim filed in Revstone. Because the 2004 Motion does not seek an investigation of Debtor Spara, LLC, O’Mara’s claims against Spara, LLC are not discussed herein.
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In re Drexel Burnham Lambert Group, Inc., 123 B.R. 702, 712 (Bankr. S.D.N.Y. 1991). Moreover, even if a party in interest can show that a Rule 2004 examination is necessary for the protection of its legitimate interests, the court must then balance the examiner’s interests against the debtor’s interest and that of the estate. See In re Countrywide Home Loans, Inc., 384 B. R. 373, 393 (W.D. Pa. 2008) (applying a "sliding scale" manner or balancing test to determine whether a line of inquiry is appropriate under Rule 2004); Drexel Burnham, 123 B.R. at 712. A.
O’Mara Does Not Have a Legitimate Interest in Compelling a 2004 Examination at This Time 10.
O’Mara cannot satisfy the "good cause" test for the requested 2004
examination because such an examination is not necessary to prosecute his unsecured claim in these cases. O’Mara’s interest in these Chapter 11 Cases relate exclusively to his prepetition claims against the Debtors. O’Mara has filed an unsecured claim in the cases of Revstone, US Tool and Spara. Assuming the O’Mara’s Claims were executed and filed in accordance with the Bankruptcy Code, the claims represent prima facie evidence of the of the validity and amount of the claim. See Fed. R. Bankr. P. 3001(f). Therefore, O’Mara currently has no legitimate interests to protect through a Rule 2004 examination, and, thus, he cannot demonstrate good cause. 11.
Further, the mere fact that the Debtors may, one day, object to the O’Mara
Claims is not sufficient cause for a Rule 2004 examination. Pursuant to an order of this Court, the Debtors are currently investigating whether Mr. O’Mara, while still serving as an officer of US Tool, and with the assistance of Boston Finance Group and/or certain of its affiliates ("BFG"), breached his fiduciary duties by placing his own interests and those of BFG before those of US Tool. The Debtors may make discoveries in the course of this investigation that will support an objection to the O’Mara Claims. However, until the Debtors complete their 5 DOCSDE: 189882.4 73864/00!
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investigation of O’Mara, it is unclear whether legitimate defenses exist to the O’Mara Claims. Mere speculation of a potential claim objection or other potential Debtor actions in the future goes well beyond the scope of inquiries allowed under Rule 2004. See Texaco Inc., 79
B.R. at
555 (Court did not require examinee to produce documents relating to the development, preparation or content of restructuring the debtor’s operations or a plan of reorganization as premature). 12. Even if O’Mara did have a legitimate interest related to the O’Mara Claims necessitating a Rule 2004 request, much of the information and/or documentation that he requests is not relevant to that interest. O’Mara requests a Rule 2004 examination relating to, among other things, (a) causes of action of the Debtors, (b) documents related to plans of reorganization of any of the Debtors, (c) documents concerning a structured dismissal of any of the Debtors, (d) documents related to the potential conversion to chapter 7 of any of the Debtors, (e) claims filed against the Debtors and (f) liabilities listed on the schedules for any of the Debtors. Each of these requests relate to the Debtors’ reorganization strategy and/or how the Debtors intend to emerge from chapter 11.. To the extent these requests apply to Revstone, the discovery requests should be submitted pursuant to Bankruptcy Rule 7026 with respect to the Debtors’ pending plan and disclosure statement, and are not a proper subject for a 2004 examination. See In re Wash. Mut., Inc., 408 B.R. 45, 49-5 1 (Bankr. D. Del. 2009) (holding that once a contested matter has been commenced, discovery is made pursuant to Bankruptcy Rule 7026 et seq., rather by a Rule 2004 examination) (citing In re Bennett Funding Grp.,Inc., 203 B.R. 24, 28 (Bankr. N.D.N.Y. 1996)) ("Where a party requests a Rule 2004 examination and an adversary proceeding or other litigation in another forum is pending between the parties, the relevant inquiry is whether the Rule 2004 examination will lead to discovery of evidence related
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to the pending proceeding or whether the requested examination seeks to discover evidence unrelated to the pending proceeding."); see also In re Valley Forge Plaza Assocs., 109 B.R. 669, 674-75 (Bankr. E.D. Pa. 1990). With regard to Debtors other than Revstone, O’Mara has no current need for an investigation related to the post-petition activities of any of the Debtors or their plans for reorganization or other exit strategy. As a result, this is not the appropriate time for any party (let alone O’Mara who has no legitimate interest for asking for such information) to forcibly examine the Debtors’ reorganization and/or exit strategy. 13.
Finally, O’Mara’ s request for examination relating to the operations of US
Tool, US Tool customer lists, US Tool equipment and the business and assets of US Tool are beyond the permissible scope of Rule 2004. Obviously, O’Mara requests this information because he is currently an officer in a business that was created with the express purpose of duplicating the operations of the now-shutdown US Tool. The Debtors have no obligation to assist O’Mara in his new business venture by supplying customer lists, equipment lists, business strategy and other corporate documents that related to the previous US Tool operations. O’Mara’s need to review US Tool’s previous operations does not establish good cause to order a Rule 2004 examination of the Debtors in these cases. B.
Balancing the Interests Weighs In Favor of Denying the 2004 Reciuest
14.
Even assuming that O’Mara could demonstrate good cause for a Rule
2004 examination of any scope, the balance of interests of the parties clearly weighs in favor of denying their request as presented. See Countrywide, 384 B. R. at 393 (finding that Rule 2004 requests that seek far-reaching information require a "higher showing of good cause because they are inherently more intrusive and present a greater potential for abuse"). Even if a party in interest can show that a Rule 2004 examination is necessary for the protection of the examiner’s
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legitimate interests, the court should only allow a Rule 2004 examination after it balances the examiner’s interests against the debtor’s interest. See Drexel Burnham, 123 B.R. at 712. 15.
O’Mara’s interest in the requested information must take into account his
previous access to the information requested. O’Mara has been provided the information he now seeks through the 2004 Motion through his position as President and Chief Executive Officer of US Tool and his position as a member of the Revstone Committee. As President and Chief Executive Officer of US Tool, O’Mara had access to all documents related to the customers, vendors, equipment, financing, and operations of US Tool. Further, because O’Mara served as an officer until the operation of US Tool were terminated, he is in a better position than any other person to provide information related to the cessation of operations and the discharge of the US Tool employees. In fact, upon the shutdown of the US Tool business, O’Mara removed the document server from the US Tool facility and held the server until the Debtors requested its return. During the months he was in possession of the server, O’Mara had sufficient time to review or copy any US Tool corporate documents. Thus, O’Mara has no need for an "examination" related to any aspect of the US Tool business or operations during his tenure as officer. He merely is using the 2004 Motion as an opportunity to investigate what the Debtors and their current management may know about previous operations of US Tool. 16.
Similarly, O’Mara has no need for an "examination" related to the post-
petition activities of any of the Debtors or their plans for reorganization or other exit strategy. As a member of Revstone Committee, O’Mara has been provided with numerous documents related to potential causes of action, liabilities and claims filed in the Chapter 11 Cases. Upon information and belief, O’Mara and his counsel (who also represents BFG in these cases) were actively involved in the BFG’s foreclosure and auction of the US Tool assets. Considering the
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information O’Mara has received related to US Tool and each of the Debtors, the 2004 Motion is not merely unnecessary, but is intended only to harass and distract the Debtors. See Texaco Inc., 79 B.R. at 553 (finding that 2004 requests from committee members should not encompass that are duplicative of previously furnished information). 17.
On the other hand, the cost to the estates if the 2004 Motion is granted
would be great. The Debtors would be forced to take several employees away from their current responsibilities to review the Debtors’ numerous documents in an effort to satisfy the request. Additionally, O’Mara seeks to depose a representative of both Revstone and US Tool. As a result, the costs to the Debtors to comply with O’Mara’s requests would be extensive, and the time required for professionals to respond would be extremely disruptive to the Debtors. In light of the prematurity and questionable relevance of the requested discovery, the Debtors’ interest in avoiding needless costs and expenses clearly outweighs O’Mara’s interest in obtaining the relief at this time. 3 C.
A Majority of the Requested Discovery is Privileged and/or Confidential
18.
Even assuming, arguendo, that O’Mara had a legitimate interest in
conducting a Rule 2004 examination, the Debtors require protection because a majority of the requested discovery is privileged and/or confidential. A Rule 2004 examination is subject to the doctrine of privileged communications, including the attorney-client privilege. See 9 Collier on Bankruptcy ¶ 2004.02[4] at 2004-9 (15th Ed. 2002). O’Mara’s requests the production of documents related to the Debtors’ causes of action, asserted liabilities, plans of reorganization,
If the Court were to permit any discovery of the Debtors at this time, such discovery should be limited to the production of documents related to the O’Mara Claims. The Court could address the necessity of depositions which would be particularly costly and disruptive - at a later time.
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strategic business plans, and certain motions filed in these Chapter 11 Cases, each of which (to the extent any drafts or other documents exist) would have been created by or with significant input from the Debtors’ legal counsel. Therefore, they are subject to the attorney work product doctrine and would not be produced in any event. Conclusion 19.
As set forth herein, the Court should deny the 2004 Motion because the
proposed examination is not necessary to prosecute his filed claims. Thus, the discovery requests are beyond the scope of Rule 2004. Moreover, because O’Mara’s requests seek information he has already been provided as an officer of US Tool or a member of the Revstone Committee, O’Mara has no need for an "examination" of the numerous topics listed in the 2004 Motion. O’Mara’s 2004 Motion was filed with a clear intent to harass and distract the Debtors or, perhaps, to retaliate against the Debtors for their investigation into O’Mara’s alleged breaches of fiduciary duties as an officer of US Tool.
Dated: October 9, 2013
PACH LSKI ANG ZIEHL & JONES LLP
Laura DaviA Jones (Bar No. 2436) Alan J. Komfeld (CA Bar No. 130063) Timothy P. Cairns (Bar No. 4228) 919 North Market Street, l7" Floor P.O. Box 8705 Wilmington, DE 19899-8705 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: ljonespszjlaw.com akornfeldpszjlaw.com [email protected] Counsel for Debtors and Debtors in Possession
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re:
)
Chapter 11
)
REVSTONE INDUSTRIES, LLC, et al.,’
)
Case No. 12-13262 (BLS)
)
Debtors.
)
(Jointly Administered)
)
AFFIDAVIT OF SERVICE Monica A. Molitor, being duly sworn according to law, deposes and says that she is employed by the law firm of Pachuiski Stang Ziehi & Jones LLP, counsel for the Debtors in the above-captioned action, and that on the 91h day of October, 2013, she caused a copy of the following document(s) to be served upon the attached service list(s) in the manner indicated:
Debtors’ Objection to the Motion of Patrick J 0 ’Mara for a 2004 Examination of Debtors Revstone Industries, LLC and US Tool & Engineering, LLC Pursuant to Bankruptcy Rule 2004
Monica A. Molitor, Paralegal SWORN TO AND SUBSCRIBED byie on this 91h day of October, 2013. BOWER NOTARY PUBLIC STATE OF DELAWARE fary Public y Commission ExpiAcommission expires Nov. 13, 2014
The Debtors in these Chapter 11 Cases and the last four digits of each Debtors’ federal tax identification numbers are: Revstone Industries, LLC (7222); Spara, LLC (6613); Greenwood Forgings, LLC (9285); and US Tool and Engineering, LLC (6450). The location of the Debtors’ headquarters and the service address for each of the Debtors is 2250 Thunderstick Dr., Suite 1203, Lexington, KY 40505. DOCS_DE: 185594.68 73864/001
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Revstone Consolidated 2002 Service List (First Class) Lead Case No. 12-13262 Document No. 185822 01 INTEROFFICE MAIL 01 VIA EMAIL 14 HAND DELIVERY 33 FIRST CLASS MAIL
HAND DELIVERY (Counsel to Airgas, Inc. and related Airgas Entities) Kathleen M. Miller, Esquire Smith, Katzenstein & Jenkins LLP The Corporate Plaza 800 Delaware Avenue, Suite 1000 P. 0. Box 410 Wilmington, DE 19899
Laura Davis Jones, Esquire Timothy P. Cairns, Esquire Pachulski Stang Ziehi & Jones, LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705
HAND DELIVERY (Counsel to Boston Financial Group) Stuart M. Brown, Esquire R. Craig Martin, Esquire DLA Piper LLP (US) 919 N. Market Street, 15th Floor Wilmington, DE 19801
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INTEROFFICE MAIL David M. Bertenthal, Esquire Pachuiski Stang Ziehl & Jones, LLP 150 California Street, 15th Floor San Francisco, CA 94111 J7A EMAIL (Counsel to George S. Hofmeister) Sheldon S. Toll, Esquire Sheldon S. Toll PLLC Email: [email protected] HAND DELIVERY Jane Leamy, Esquire Office of the United States Trustee 844 King Street, Suite 2207 Lockbox 35 Wilmington, DE 19801 HAND DELIVERY (Counsel to Ford Motor Company) Karen C. Bifferato, Esquire Connolly Gallgaher LLP 1000 West Street, Suite 1400 Wilmington, DE 19801
HAND DELIVERY (Counsel to Schoeller Arca Systems, Inc.) Carl N. Kunz, III, Esquire Morris James LLP 500 Delaware Avenue, Suite 1500 P. 0. Box 2306 Wilmington, DE 19801 HAND DELIVERY (Counsel to United Steelworkers) Susan E. Kaufman, Esquire Cooch and Taylor, P.A. 1000 West Street, 10th Floor P. 0. Box 1680 Wilmington, DE 19801 HAND DELIVERY (Counsel to Official Committee of Unsecured Creditors) Matthew P. Ward, Esquire Steven K. Kortanek, Esquire Mark L. Degrosseilliers, Esquire Womble Carlyle Sandridge & Rice, LLP 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801
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HAND DELIVERY (Counsel to George S. Hofrneister) Evan 0. Williford, Esquire The Williford Firm LLC 901 N. Market Street, Suite 800 Wilmington, DE 19801 HAND DELIVERY (Counsel to Bridgeport Capital Funding LLC) Patrick J. Reilly, Esquire Cole, Schotz, Meisel, Forman & Leonard, P.A. 500 Delaware Avenue, Suite 1400 Wilmington, DE 19801
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HAND DELIVERY (Counsel to Shiloh Die Cast Midwest LLC) Brian A. Sullivan, Esquire Werb & Sullivan 300 Delaware Avenue, Suite 1300 P.O. Box 25046 Wilmington, DE 19899 HAND DELIVERY (Counsel to RI SF C) Thomas J. Francella, Jr., Esquire Whiteford Taylor & Preston LLC 405 North King Street, Suite 500 Wilmington, DE 19801
FIRST CLASS MAIL HAND DELIVERY (Counsel to GE CF Mexico of S.A. de C. V) Kurt F. Gwynne, Esquire and Lucy Qiu, Esquire Reed Smith LLP 1201 N. Market Street, Suite 1500 Wilmington, DE 19801 HAND DELIVERY (Counsel to Hillsdale Salaried Pension Plan and Hillsdale Hourly Pension Plan) Joel A. Waite, Esquire, Kenneth J. Enos, Esquire Young Conaway Stargatt & Taylor LLP Rodney Square 1000 North King Street Wilmington, DE 19801
Securities & Exchange Commission Office of General Counsel - Bankruptcy 100 F. Street, NE Washington, DC 20549
FIRST CLASS MAIL Andrew Calamari, Regional Director Securities & Exchange Commission New York Regional Office 3 World Financial Center, Suite 400 New York, NY 10281
FIRST CLASS MAIL Delaware State Treasury 820 Silver Lake Blvd., Suite 100 Dover, DE 19904
FIRST CLASS MAIL HAND DELIVERY (Counsel to Cole Taylor Bank) Victoria A. Guilfoyle, Esquire Blank Rome LLP 1201 Market Street, Suite 800 Wilmington, DE 19801
Secretary of State Division of Corporations - Franchise Tax P.O. Box 898 Dover, DE 19903
FIRST CLASS MAIL Internal Revenue Service P0 Box 7346 Philadelphia, PA 19101
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FIRST CLASS MAIL
FIRST CLASS MAIL
Zillah A. Frampton Delaware Division of Revenue Bankruptcy Administrator CSOB 8th Floor 820 N. French Street Wilmington, De 19801
(Counsel to Ford Motor Company) Stephen S. LaPlante, Esquire Jonathan S. Green, Esquire Marc N. Swanson, Esquire Miller, Canfield, Paddock and Stone, P.L.C. 150 West Jefferson, Suite 2500 Detroit, MI 48226
FIRST CLASS MAIL (Co-counsel to Debtor) Brian Trust, Esquire Howard S. Beltzer, Esquire Frederick D. Hyman, Esquire Mayer Brown LLP 1675 Broadway New York,NY 10019
FIRST CLASS MAIL David Boyle Airgas, Inc. 259 Radnor-Chester Road, Suite 100 P. 0. Box 6675 Radnor, PA 01908
FIRST CLASS MAIL FIRST CLASS MAIL (Counsel to General Motors LLC) Aaron M. Silver, Esquire Honigman Miller Schwartz and Cohn LLP 2290 First National Building 660 Woodward Avenue Suite 2290 Detroit, MI 48226
Cassandra B. Caverly, Esquire Desiree M. Amador, Esquire M. Katie Burgess, Esquire Pension Benefit Guaranty Corp. Office of the Chief Counsel 1200 K Street, N.W. Washington, DC 20005
FIRST CLASS MAIL FIRST CLASS MAIL (Counsel to Chrysler Group LLC) Sheryl L. Toby, Esquire Dykema Gossett PLLC 39577 Woodward Ave., Suite 300 Bloomfield Hills, MI 48304
Ruben R. Chapa, Esquire Senior Trial Attorney, Office of the Solicitor U.S. Department of Labor 230 South Dearborn, Room 844 Chicago, IL 60604
FIRST CLASS MAIL FIRST CLASS MAIL (Counsel to JTEKT North America, Inc.) Michael E. Baum, Esquire Daniel J. Weiner, Esquire Jeffery J. Sattler, Esquire Schafer and Weiner, PLLC 40950 Woodward Ave., Suite 100 Bloomfield Hills, MI 48304
Matthew M. Scheff, Esquire Trial Attorney - U.S. Department of Labor Office of the Solicitor 1240 E. 9th Street, Room 881 Cleveland, OH 44199
FIRST CLASS MAIL (Counsel to Boston Financial Group) Gregg M. Galardi, Esquire Gabriella Zborovsky, Esquire DLA Piper LLP (US) 1251 Avenue of the Americas, 27th Floor New York, NY 10020
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FIRST CLASS MAIL FIRST CLASS MAIL (Counsel to Nexteer Automotive Corporation) Thomas B. Radom, Esquire Butzel Long, PC Stoneridge West 41000 Woodward Avenue Bloomfield Hills, MI 48304
FIRST CLASS MAIL (Counsel to Gary Walter, Vigin Hoey and David Bagby) Don Darnell, Esquire Darnell Law Offices 7926 Ann Arbor Street Dexter, MI 48130
FIRST CLASS MAIL (Counsel to Native American Logistics Worldwide, LLC) Kevin N. Summers, Esquire Dean & Fulkerson, P.C. 801 W. Big Beaver Road, Suite 500 Troy, MI 48084
FIRST CLASS MAIL (Counsel to Multi-Precision Detail, Inc.) Steven A. Siman, Esquire Steven A. Siman, P.C. 3250 W. Big Beaver, Suite 344 Troy, MI 48084
FIRST CLASS MAIL (Creditor) David R. Jury, Esquire Associate General Counsel United Steelworkers Five Gateway Center Room 807 Pittsburgh, PA 15222
Donna Cutting GIL Inc. 419 E. 4th Street Royal Oak, MI 48067
FIRST CLASS MAIL (Counsel to Bridgeport Capital Funding LLC) Barry P. Gruher, Esquire Genovese Joblove & Battista P.A. 200 E. Broward Blvd, Suite 1110 Ft. Lauderdale, FL 33301
FIRST CLASS MAIL (Counsel to PCG Acquisition Corporation) Aaron L. Hammer, Esquire Christopher J. Horvay, Esquire Suger Felsenthal Grais & Hammer LLP 30 N. LaSalle Street, Suite 3000 Chicago, IL 60602
FIRST CLASS MAIL (Counsel to Bry-Mac, Inc. dlb/a Dietech Tooling Solutions) Bradley J. Fisher Scholten Fant, P.C. 100 N. Third Street P0 Box 454 Grand Haven, MI 49417
FIRST CLASS MAIL (Counsel to Oakland County Treasurer) Richardo I. Kilpatrick, Esquire Kilpatrick & Associates, P.C. 903 North Opdyke Road, Suite C Auburn Hills, MI 48326
FIRST CLASS MAIL Neil Herskowkitz Riverside Claims P0 Box 626 Planetarium Station New York, NY 10024
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FIRST CLASS MAIL (Counsel to GE CF Mexico of S.A. de C. V.) Michael J. Venditto, Esquire Reed Smith LLP 599 Lexington Avenue New York, NY 10022
FIRST CLASS MAIL (Counsel to Hillsdale Salaried Pension Plan and Hillsdale Hourly Pension Plan) Dennis J. Connolly, Esquire, Kevin M. Hembree, Esquire Alston & Bird LLP One Atlantic Center 1201 West Peachtree Street Atlanta, GA 30309
FIRST CLASS MAIL (Counsel to Cole Taylor Bank) Michael B. Schaedle, Esquire Blank Rome LLP One Logan Square Philadelphia, PA 19103
FIRST CLASS MAIL (Counsel to Shiloh Die Cast Midwest LLC) Steve E. Pryatel, Esquire Lawrence S. Crowther, Esquire Wegman, Hessler & Vanderburg 6055 Rockside Wood Blvd., Suite 200 Cleveland, OH 44131
FIRST CLASS MAIL (Counsel to Plex Systems, Inc.) Michael A. Fleming, Esquire Plunkett Cooney 38505 Woodward Avenue, Suite 2000 Bloomfield Hills, MI 48304
FIRST CLASS MAIL (Counsel to RI SP C) Andrew J. Gallo, Esquire Bingham McCutchen, LLP One Federal Street Boston, MA 02110
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