TO: (A) The United States Trustee (B) Counsel For The Debtor'S Prepetition and Postpetion Lender (C) and (D) Those Parties Who Have Requested Notice Pursuant To Bankruptcy Rule 2002
TO: (A) The United States Trustee (B) Counsel For The Debtor'S Prepetition and Postpetion Lender (C) and (D) Those Parties Who Have Requested Notice Pursuant To Bankruptcy Rule 2002
TO: (A) The United States Trustee (B) Counsel For The Debtor'S Prepetition and Postpetion Lender (C) and (D) Those Parties Who Have Requested Notice Pursuant To Bankruptcy Rule 2002
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Richard M. Pachulski (CA Bar No. 90073)
James I. Stang (CA Bar No. 94435)
Dean A. Ziehl (CA Bar No. 84529)
Linda F. Cantor (CA Bar No. 153762)
Debra I. Grassgreen (CA Bar No. 169978)
PACHULSKI STANG ZIEHL & JONES LLP
10100 Santa Monica Blvd., Suite 1300
Los Angeles, CA 90067-4114
Telephone: 310/277-6910
Facsimile: 310/201-0760
E-mail: [email protected]
[email protected]
[email protected]
[email protected]
[email protected]
Proposed Attorneys for Debtor and
Debtor in Possession
UNITED STATES BANKRUPTCY COURT
CENTRAL DISTRICT OF CALIFORNIA
SANTA ANA DIVISION
In re:
American Suzuki Motor Corporation,
1
Debtor.
Case No.: 12-_____ ( )
Chapter 11
NOTICE OF DEBTORS APPLICATION
FOR ORDER UNDER 28 U.S.C. 156(C)
AUTHORIZING THE RETENTION OF
RUST CONSULTING OMNI
BANKRUPTCY, A DIVISION OF RUST
CONSULTING, INC. AS NOTICING,
CLAIMS AND BALLOTING AGENT
FOR CLERK OF THE BANKRUPTCY
COURT NUNC PRO TUNC TO THE
PETITION DATE
[NO HEARING REQUIRED UNLESS
REQUESTED PER L.B.R. 2014-1(b)]
TO: (A) THE UNITED STATES TRUSTEE; (B) COUNSEL FOR THE DEBTORS
PREPETITION AND POSTPETION LENDER; (C) THE CREDITORS APPEARING ON THE
LIST FILED IN ACCORDANCE WITH RULE 1007(D) OF THE FEDERAL RULES OF
BANKRUPTCY PROCEDURE; AND (D) THOSE PARTIES WHO HAVE REQUESTED NOTICE
PURSUANT TO BANKRUPTCY RULE 2002.
1
The last four digits of the Debtors federal tax identification number are (8739). The Debtors address is: 3251 East
Imperial Highway, Brea, CA 92821.
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PLEASE TAKE NOTICE that on the date hereof (the Petition Date), the above-captioned
debtor and debtor in possession (the Debtor) filed a voluntary petition for relief under chapter 11
of title 11 of the United States Code (the Bankruptcy Code) with the Clerk of the United States
Bankruptcy Court for the Central District of California (the Bankruptcy Court).
PLEASE TAKE FURTHER NOTICE that on the date hereof the Debtor filed the
Application Pursuant to 28 U.S.C. 156(c) Authorizing the Retention of Rust Consulting Omni
Bankruptcy, a division of Rust Consulting, Inc. as Noticing, Claims, and Balloting Agent to the
Debtor, Nunc Pro Tunc to the Petition Date (the Application) with the Bankruptcy Court.
PLEASE TAKE FURTHER NOTICE that, pursuant to Local Rule 2014-1(b)(3)(E), any
response or objection to the Application must be filed with the Bankruptcy Court on or before
November 20, 2012 at 4:00 p.m. (Pacific time).
PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a copy of
the response or objection upon: (i) proposed attorneys for the Debtor: Pachulski Stang Ziehl & Jones
LLP, 150 California Street, 15
th
Floor, San Francisco, California 94111, Attention: Debra I.
Grassgreen ([email protected]) and John W. Lucas ([email protected]) and (ii) the U.S.
Trustee, 411 West Fourth Street, Suite 9041, Santa Ana, CA 92701, and shall be filed with the Clerk
of the United States Bankruptcy Court, Central District of California.
PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN
ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF DEMANDED
BY THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.
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PLEASE TAKE FURTHER NOTICE that if a timely objection is filed, that a hearing will
be scheduled and the Debtor will provide separate notice therefor. .
Dated: November 5, 2012 PACHULSKI STANG ZIEHL & JONES LLP
By /s/ Debra I. Grassgreen
Richard M. Pachulski
James I. Stang
Dean A. Ziehl
Linda F. Cantor
Debra I. Grassgreen
Proposed Attorneys for Debtor and Debtor
in Possession
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Richard M. Pachulski (CA Bar No. 90073)
James I. Stang (CA Bar No. 94435)
Dean A. Ziehl (CA Bar No. 84529)
Linda F. Cantor (CA Bar No. 153762)
Debra I. Grassgreen (CA Bar No. 169978)
PACHULSKI STANG ZIEHL & JONES LLP
10100 Santa Monica Blvd., Suite 1300
Los Angeles, CA 90067-4114
Telephone: 310/277-6910
Facsimile: 310/201-0760
E-mail: [email protected]
[email protected]
[email protected]
[email protected]
[email protected]
Proposed Attorneys for Debtor and
Debtor in Possession
UNITED STATES BANKRUPTCY COURT
CENTRAL DISTRICT OF CALIFORNIA
SANTA ANA DIVISION
In re:
American Suzuki Motor Corporation,
1
Debtor.
Case No.: 12-_____( )
Chapter 11
DEBTORS APPLICATION FOR
ORDER UNDER 28 U.S.C. 156(C)
AUTHORIZING THE RETENTION OF
RUST CONSULTING OMNI
BANKRUPTCY, A DIVISION OF RUST
CONSULTING, INC. AS NOTICING,
CLAIMS AND BALLOTING AGENT
FOR CLERK OF THE BANKRUPTCY
COURT NUNC PRO TUNC TO THE
PETITION DATE
[NO HEARING REQUIRED UNLESS
REQUESTED PER L.B.R. 2014-1(b)]
American Suzuki Motor Corporation, as debtor and debtor in possession (the Debtor),
hereby submits this application (the Application) for entry of an order pursuant to 28 U.S.C.
156(c) approving the retention, and appointment of Rust Consulting Omni Bankruptcy, a division
1
The last four digits of the Debtors federal tax identification number are (8739). The Debtors address is: 3251 East
Imperial Highway, Brea, CA 92821.
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of Rust Consulting, Inc. (Rust Omni), as the claims, noticing and balloting agent for the Clerk of
the Bankruptcy Court (the Clerk) nunc pro tunc as of the Petition Date.
In support of this Application, the Debtor relies on the Declaration of Brian K. Osborne (the
Osborne Declaration), annexed hereto as Exhibit A. In addition, the Debtor respectfully
represents as follows:
I.
STATEMENT OF FACTS
A. Jurisdiction and Venue
The Court has jurisdiction over this Application pursuant to 28 U.S.C. 1334. This is a core
proceeding pursuant to 28 U.S.C. 157(b)(2)(A), in that it is a matter concerning the administration
of the Debtors estate. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. The statutory
predicate for the relief sought in this Application is 28 U.S.C. 156(c).
B. General Background
On the date hereof (the Petition Date), the Debtor filed a voluntary petition for relief under
chapter 11 of title 11 of the United States Code (the Bankruptcy Code). The Debtor continues to
operate and manage its affairs as a debtor in possession pursuant to sections 1107(a) and 1108 of the
Bankruptcy Code. No trustee, examiner, or committee has been appointed in this chapter 11 case.
The Debtor was established in 1986 as the sole distributor in the continental United States of
Suzuki automobiles, motorcycles, all-terrain vehicles, and marine outboard engines (the Suzuki
Products). Suzuki Motor Corporation (SMC), the 100% interest holder in the Debtor,
manufacturers substantially all of the Suzuki Products
2
and is not a debtor in this or any other
insolvency proceeding. As of the Petition Date, the Debtor has approximately 295 employees across
three divisions: automotive (the Automotive Division), motorcycles and all-terrain vehicles (the
Motorcycles/ATV Division), and outboard marine motors and related products (the Marine
Division).
2
The ATVs are manufactured by an 80% owned affiliate of the Debtor. An overview of the Suzuki Products
manufactured by SMC, its affiliates, and certain unaffiliated entities is included in the Declaration of M. Freddie Reiss,
Proposed Chief Restructuring Officer, in Support of Emergency First Day Motions.
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In the operation of its business, the Debtor purchases Suzuki Products from SMC and certain
other non-debtor affiliates. In turn, the Debtor wholesales virtually its entire inventory through a
network of independently owned and unaffiliated dealerships located throughout the continental
United States. The dealers then market and sell the Suzuki Products to retail customers. As of the
Petition Date, there are approximately 220 automotive dealerships, over 900 motorcycle/ATV
dealerships, and over 780 outboard marine dealerships.
Through dealers, the Debtor also sells a portion of its automotive inventory (less than 10%)
to car rental companies and others (less than 2%) that lease the vehicles to retail customers. The
Debtor also purchases the majority of its automotive parts from SMC and certain unaffiliated
companies and resells them to the automotive dealers and authorized warranty service providers.
The Debtor determined that its Automotive Division is facing and will continue to face a
number of serious challenges in the highly regulated and competitive automotive industry in the
continental U.S. market. The challenges include unfavorable foreign exchange rates,
disproportionally high and increasing costs associated with meeting more stringent state and federal
automotive regulatory requirements unique to the continental U.S. market, low sales volumes, a
limited number of models in its line-up, and existing and potential litigation costs. The Debtor has
exhausted all available means to reduce the cost of operating the Automotive Division for it to
operate profitably. Accordingly, the Debtor determined that the best way to preserve and enhance
the value of its overall business is to wind down new sales of the Automotive Division in the
continental U.S. and realign its business focus on the long-term growth of its Motorcycles/ATV and
Marine Divisions.
Contemporaneous with the filing of this case, the Debtor filed a plan of reorganization (the
Plan). Under the proposed Plan, the Motorcycles/ATV and Marine Divisions will remain largely
unaffected including the warranties associated with such products. As part of its restructuring,
NounCo, Inc., a wholly owned subsidiary of SMC, will purchase the Motorcycles/ATV and Marine
Divisions and the parts and service components of the Automotive Division. The restructured
Automotive Division intends to honor automotive warranties and authorize the sale of genuine
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Suzuki automotive parts and services to retail customers through a network of parts and service only
dealerships that will provide warranty services.
The Debtors Motorcycles/ATV Division is strong and competitively positioned in its
market, allowing for long-term growth as economic conditions improve. Similarly, the Marine
Division has remained competitive during the recent challenging economic times and the Debtor is
working to further build its market share in the marine industry through continued investment in new
product development and resuming large-scale marketing events focused on attracting new marine
customers. The strategy embodied in the proposed Plan returns the business to its roots in the U.S.
market, which began with motorcycles, and is intended to position the overall business for success in
the continental U.S. for the benefit of all parties in interest.
The Suzuki name is recognized around the world as a brand of quality products that offer
reliability and originality. SMC has informed the Debtor that it continues to invest in its operations,
improve its overall performance worldwide, and remains committed to manufacturing Suzuki
Products for customers around the world. SMCs manufacturing and world-wide distribution of
Suzuki automobiles will continue despite the Debtors wind down of the continental U.S.
Automotive Division.
Additional factual background regarding the Debtor, including its current and historical
business operations and the events precipitating its chapter 11 filing, is set forth in detail in the
Declaration of M. Freddie Reiss, Proposed Chief Restructuring Officer, in Support of Emergency
First Day Motions (the Reiss Declaration) filed contemporaneously with this Motion and
incorporated herein by reference.
II.
RELIEF REQUESTED
By this Application, the Debtor seeks entry of an order, pursuant to 28 U.S.C. 156(c),
authorizing and approving the retention and appointment of Rust Omni, effective as of the Petition
Date, as claims, noticing, and balloting agent (the Claims and Noticing Agent) for the Clerk to,
among other things: (i) serve as the Courts notice agent to mail certain notices to the estates
creditors and parties-in-interest, (ii) provide computerized claims, claims objections and balloting
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database services, and (iii) provide expertise, consultation and assistance with claim and ballot
processing and with other administrative information related to the Debtors bankruptcy case. A
proposed form of order approving the Application is annexed hereto as Exhibit B.
III.
SERVICES TO BE PROVIDED
Rust Omni, at the request of the Debtor or the Clerks Office, will provide the following
services as the claims and noticing agent in this chapter 11 case, including:
a. serving notice of the claims bar date and required notices and related pleadings filed
therewith;
b. serving notice of objections to claims and required notices and related pleadings filed
therewith;
c. serving notice of any hearings on a disclosure statement and confirmation of a plan of
reorganization and required notices and related pleadings filed therewith; and
d. serving other miscellaneous notices to any entities, as the Debtor or the Court may
deem necessary or appropriate for an orderly administration of this chapter 11 case;
e. After the mailing of a particular notice, timely file with the Clerks Office a
certificate or declaration of service that includes a copy of the notice involved, a list
of persons with addresses to whom the notice was mailed and the date and manner of
mailing.
Rust Omni will also maintain official claims registers and copies of all proofs of claim and
proofs of interest filed, including the following information for each proof of claim or proof of
interest:
a. the name and address of the claimant and any agent thereof, if the proof of claim or
proof of interest was filed by an agent;
b. the date received;
c. the claim number assigned; and
d. the asserted amount and classification of the claim;
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e. implement necessary security measures to ensure the completeness and integrity of
the claims registers, including maintaining copies of such claims at a separate
location where the originals are maintained;
f. transmit to the Clerks Office a copy of the claims registers on a weekly basis, unless
requested by the Clerks Office on a more or less frequent basis; or, in the alternative,
make available the Proof of Claim docket on-line to the Clerks Office via the Rust
Omni claims system;
g. maintain an up-to-date mailing list for all entities that have filed a proof of claim or
proof of interest, which list shall be available upon request of a party in interest or the
Clerks Office;
h. provide access to the public for examination of copies of the proofs of claim or
interest without charge during regular business hours, as well as provide online access
to copies of proofs of claim at no additional expense to creditors and parties in
interest; and
i. record all transfers of claims pursuant to Bankruptcy Rule 3001(e) and provide notice
of such transfers as required by Bankruptcy Rule 3001(e);
In addition, Rust Omni has agreed to each of the following:
a. Comply with applicable federal, state, municipal, and local statutes, ordinances, rules,
regulations, orders and other requirements;
b. Provide temporary employees to process claims, as necessary;
c. Provide such other claims processing, noticing and related administrative services as
may be requested from time to time by the Debtor; and
d. Promptly comply with such further conditions and requirements as the Clerks Office
or the Court may at any time prescribe.
e. Be under supervision and control of the Clerk of Court but not be an employee of the
United States government.
f. Waive any rights to receive compensation from the United States government in its
capacity as Claims and Noticing Agent in this case.
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g. Audit the claims information periodically to satisfy the Clerk of Court that the claims
information is being appropriately and accurately recorded in the Courts claims
register.
h. Provide access to the Clerk of Court to independently audit the claims information at
anytime and inspect Rust Omnis premises at any time.
The Debtor also requests that the Clerk of the Court release all filed claims directly to Rust
Omni.
In connection with its appointment as Claims and Noticing Agent, the Debtor understands
and Rust Omni acknowledges that, among other things: (1) Rust Omni will not consider itself
employed by the United States government and shall not seek any compensation from the United
States government in its capacity as Claims and Noticing Agent in these chapter 11 cases; (2) Rust
Omni will not be an agent of the United States and will not act on behalf of the United States; and
(3) Rust Omni will not employ any past or present employees of the Debtor in connection with its
work as the Claims and Noticing Agent in this chapter 11 case.
IV.
CLAIMS AGENT AGREEMENT
Subject to this Courts and Clerks consent and approval, the Debtor has employed Rust
Omni to provide the services set forth above pursuant to the terms of the Letter of Agreement
between the Debtor and Rust Omni (the Agreement). A copy of the Agreement is attached as
Exhibit C to this Application. Rust Omni is a firm that specializes in providing claims management
consulting and computer services. The Debtor also may use Rust Omni to provide the Debtor with
training and consulting support necessary to enable the Debtor to effectively manage and reconcile
claims, and to provide the requisite notices of the deadline for filing Proofs of Claim. In addition,
the Debtor may utilize other services offered by Rust Omni, such as (a) providing other notices that
will be required as this case progresses, (b) tabulating acceptances and/or rejections to a plan of
reorganization, and (c) providing such other administrative related services that may be requested by
the Debtor.
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V.
COMPENSATION
Rust Omni will be compensated based on the services it provides at the rates set forth in the
Agreement. Within twenty (20) days after the end of each month, Rust Omni will submit to the
Debtor, the United States Trustee and counsel to the Committee of Unsecured Creditors, once
appointed, its statement for fees and expenses incurred during the previous month. The Debtor will
pay the monthly statement within fourteen (14) days of its receipt, or, if funds are not available, at
such time as the funds become available; provided, however, if the Debtor disputes any of the fees or
expenses, it will withhold the disputed portion from the payment until the dispute is resolved
between the parties or, if that is not possible, until this Court resolves the dispute brought before it
by motion of one of the parties.
VI.
BASIS FOR RELIEF
28 U.S.C. 156(c) provides, in relevant part, as follows:
(c) Any court may utilize facilities or services, either on or off the
court's premises, which pertain to the provision of notices, dockets,
calendars, and other administrative information to parties in cases filed
under the provisions of title 11, United States Code, where the costs of
such facilities or services are paid for out of the assets of the estate . . .
Pursuant to 28 U.S.C. 156(c), the Court is empowered to utilize outside agents and
facilities for such purposes, provided that the costs of these facilities and services are paid for out of
the assets of the Debtors estate.
Based upon the creditor matrix, there are approximately 50,000 of creditors, former
employees, and other parties-in-interest who require notice of various matters, and in particular, the
deadline for filing proofs of claim. Additionally, many of these parties may file proofs of claim and
cast ballots with respect to a plan of reorganization. The size of the Debtors creditor body makes it
impractical for the Clerk to send notices and to maintain a claims register and tabulate ballots.
Accordingly, with the large number of potential creditors that the Debtor has identified, the Debtor
believes it is in the best interests of its estate and its creditors to appoint Rust Omni as agent for the
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Clerk. In support of this Application, the Debtor has attached a copy of the Mega Case Procedures
Checklist is attached hereto as Exhibit D.
After considering its quality of performance in other cases, the Debtor concluded that Rust
Omni was the best choice for Claims and Noticing Agent in this case. The Debtor believes that the
Agreement contemplates compensation at a level that is reasonable and appropriate for services of
this nature, and is consistent with the compensation arrangement charged by Rust Omni in other
cases in which it has been retained to perform similar services. Prior to engaging Rust Omni, the
Debtor solicited bids from three (3) companies that provides substantially the same services as Rust
Omni. After reviewing the three (3) proposals, the Debtor determined that terms of the Agreement
were reasonable and fair light of the services to be provided by Rust Omni.
Rust Omni is one of the countrys leading chapter 11 administrators with experience in
noticing, claims processing, claims reconciliation and distribution. Rust Omni has substantial
experience in the matters upon which it is to be engaged. Rust Omni is an experienced claims agent,
having performed similar services in numerous cases of comparable size. See, e.g., In re Allied Sys.
Holdings, Inc., Case No. 12-11654 (Bankr D. Del. June 6, 2012); In re Perkins & Marie Callender 's
Inc., Case No. 11-11795 (Bankr. D. Del. June 14, 2011); In re Innkeepers USA Trust, Case No. 10-
13800 (Bankr. S.D.N.Y. July 19, 2010); In re AGT Crunch Acquisition, LLC, Case No. 09-12889
(Bankr. S.D.N.Y., May 6, 2009); In re Pacific Energy Res., Ltd., Case No. 09-10785 (Bankr. D. Del.
Mar. 10, 2009); In re Estate Fin. Mortgage Fund LLC, Case No. 08-11535 (Bankr. C.D. Cal. Oct. 8,
2008); In re Mervyn 's Holdings, LLC, et al., Case No. 08-11586 (Banks. D. Del. July 29, 2008); In
re ComUnity Lending, Inc., Case No. 08- 50030 (Bankr. N.D. Cal. Jan. 22, 2008); In re Refco
Commodity Mgmt., Inc., Case No. 06-12436 (Bankr. S.D.N.Y. Nov. 15, 2006); In re Owens Corning
Sales, LLC, Case No. 00-3837 (Bankr. D. Del. Oct. 5, 2000).
By appointing Rust Omni as the notice and claims agent in this chapter 11 case, creditors of
the Debtors estate will benefit from Rust Omnis significant experience in acting as a notice and
claims agent in other cases and the efficient and cost-effective methods that Rust Omni has
developed.
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The Debtor does not believe that Rust Omni is a professional person for purposes of
section 327(a) of the Bankruptcy Code and should not be subject to the fee application process
because Rust Omni will only be charged with administrative functions in this bankruptcy case.
In the year prior to the Petition Date, Rust Omni has been paid $59,867.52. There are no
amounts owed to Rust Omni as of the Petition Date. Rust Omni is currently holding a prepetition
retainer of $25,000 from the Debtor for services rendered and to be rendered in connection with this
case.
There are no arrangements between Rust Omni and any other entity for the sharing of
compensation received or to be received in connection with these cases, except insofar as such
compensation may be shared among Rust Omnis employees.
To the best of the Debtors knowledge, and based upon and except as set forth in the Osborne
Declaration filed concurrently herewith, Rust Omni does not (i) represent any interest adverse to the
Debtor or the estate; (ii) have any connection with the Debtor, creditors, any other party in interest,
their respective attorneys and accountants, the United States Trustee, or any person employed in the
office of the United States Trustee other than as disclosed herein; (iii) hold any claims against the
Debtor, or (iv) employ any person that is related to a judge of this Court or the United States Trustee
for Region 16. In addition, to the best of the Debtors knowledge and based on the Osborne
Declaration, Rust Omni is a disinterested person under applicable sections of the Bankruptcy
Code.
VII.
NOTICE
Notice of this Application has been given to the: (a) the Office of the United States Trustee;
(b) the creditors appearing on the list filed in accordance with Rule 1007(d) of the Federal Rules of
Bankruptcy Procedure; (c) counsel for and/or representatives of the Debtors prepetition and
postpetition lender; and (d) any party that has filed a request for special notice pursuant to
Bankruptcy Rule 2002. The Debtor submits that, in light of the nature of the relief requested, no
other or further notice need be given.
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WHEREFORE, the Debtor requests entry of an order, pursuant to 28 U.S.C. 156(c) (i)
authorizing and approving the retention of and appointing Rust Omni as Claims and Noticing Agent
for the Clerk, (ii) authorizing and approving the retention of Rust Omni pursuant to the terms of the
agreement as described herein by the Debtor to perform such other services as may be required by
the Debtor in accordance with this Application; and (iii) granting such other and further relief as is
just and proper.
Dated: November 5, 2012
AMERICAN SUZUKI MOTOR CORPORATION
By:
Name: Takashi Iwatsuki
Title: Chairman of the Board
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DOCS_LA:257156.8 12832/001
EXHIBIT A
(Osborne Declaration)
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Richard M. Pachulski (CA Bar No. 90073)
James I. Stang (CA Bar No. 94435)
Dean A. Ziehl (CA Bar No. 84529)
Linda F. Cantor (CA Bar No. 153762)
Debra I. Grassgreen (CA Bar No. 169978)
PACHULSKI STANG ZIEHL & JONES LLP
10100 Santa Monica Blvd., Suite 1300
Los Angeles, CA 90067-4114
Telephone: 310/277-6910
Facsimile: 310/201-0760
E-mail: [email protected]
[email protected]
[email protected]
[email protected]
[email protected]
Proposed Attorneys for Debtor and
Debtor in Possession
UNITED STATES BANKRUPTCY COURT
CENTRAL DISTRICT OF CALIFORNIA
SANTA ANA DIVISION
In re:
American Suzuki Motor Corporation,
4
Debtor.
Case No.: 12-_____( )
Chapter 11
DECLARATION OF BRIAN OSBORNE
IN SUPPORT OF DEBTORS
APPLICATION FOR ORDER UNDER 28
U.S.C. 156(C) AUTHORIZING THE
RETENTION OF RUST CONSULTING
OMNI BANKRUPTCY, A DIVISION OF
RUST CONSULTING, INC. AS
NOTICING, CLAIMS AND BALLOTING
AGENT FOR CLERK OF THE
BANKRUPTCY COURT NUNC PRO
TUNC AS OF THE PETITION DATE
[NO HEARING REQUIRED UNLESS
REQUESTED PER L.B.R. 2014-1(b)]
I, Brian Osborne, declare as follows:
I am a member of Rust Consulting Omni Bankruptcy, a division of Rust Consulting, Inc.
(Rust Omni), a data processing company specializing in the administration of large bankruptcy
cases with offices located at 16501 Ventura Boulevard, Suite 440, Encino, California 91436, and I
make this declaration on behalf of Rust Omni (the Declaration). I submit this Declaration in
4
The last four digits of the Debtors federal tax identification number are (8739). The Debtors address is: 3251 East
Imperial Highway, Brea, CA 92821.
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DOCS_LA:257156.8 12832/001 2
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support of the Application for Order Under 28 U.S.C. 156(c) Authorizing the Retention of Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, Inc. as Noticing, Claims, and Balloting
Agent for Clerk of the Bankruptcy Court, nunc pro tunc to the Petition Date (the Application) of
the above-captioned debtor and debtor in debtor in possession (the Debtor), pursuant to the terms
and conditions set forth in the Application and the agreement attached to the Application as Exhibit
B (the Agreement). Except as otherwise noted, I have personal knowledge of the matters set forth
herein.
Rust Omni is one of the countrys leading chapter 11 administrators with expertise in
noticing, claims processing, claims reconciliation and distribution and ballot tabulation. Rust Omni
is well qualified to provide the Debtor with experienced services as noticing, claims and balloting
agent in connection with this chapter 11 case, and to assist with reports required by the United States
Trustee as well as its Schedules of Assets and Liabilities and Statements of Financial Affairs (the
Schedules and Statements). Among some of the large chapter 11 cases in which Rust Omni has
acted, or currently is acting, as notice agent, claims agent and/or balloting agent to the debtor, are: In
re Allied Sys. Holdings, Inc., Case No. 12-11654 (Bankr D. Del. June 6, 2012); In re Perkins &
Marie Callender 's Inc., Case No. 11-11795 (Bankr. D. Del. June 14, 2011); In re Innkeepers USA
Trust, Case No. 10-13800 (Bankr. S.D.N.Y. July 19, 2010); In re AGT Crunch Acquisition, LLC,
Case No. 09-12889 (Bankr. S.D.N.Y., May 6, 2009); In re Pacific Energy Res., Ltd., Case No. 09-
10785 (Bankr. D. Del. Mar. 10, 2009); In re Estate Fin. Mortgage Fund LLC, Case No. 08-11535
(Bankr. C.D. Cal. Oct. 8, 2008); In re Mervyn 's Holdings, LLC, et al., Case No. 08-11586 (Banks.
D. Del. July 29, 2008); In re ComUnity Lending, Inc., Case No. 08- 50030 (Bankr. N.D. Cal. Jan. 22,
2008); In re Refco Commodity Mgmt., Inc., Case No. 06-12436 (Bankr. S.D.N.Y. Nov. 15, 2006); In
re Owens Corning Sales, LLC, Case No. 00-3837 (Bankr. D. Del. Oct. 5, 2000), and others.
Rust Omni will, among other things, assist the Debtor in production of its Schedules and
Statements by creating and maintaining a claims database based upon a review of the claims against
the Debtors estate and the Debtors books and records.
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DOCS_LA:257156.8 12832/001 3
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The compensation arrangement provided for in the Agreement is consistent with and typical
of arrangements entered into by Rust Omni and other such firms with respect to rendering similar
services for clients such as the Debtor.
Rust Omni will be compensated based on the services it provides at the rates set forth in the
Agreement. Within twenty (20) days after the end of each month, Rust Omni will submit to the
Debtor, to the United States Trustee and counsel to the Official Committee of Unsecured Creditors,
once appointed, its statement for fees and expenses incurred during the previous month. The Debtor
will pay the monthly statement within ten (10) days of its receipt; provided, however, if the Debtor
disputes any of the fees or expenses, it will withhold the disputed portion from the payment until the
dispute is resolved between the parties or, if that is not possible, until this Court resolves the dispute
brought before it by motion of one of the parties..
To the best of my knowledge and belief, neither I nor Rust Omni holds or represents any
interest adverse to the Debtors estate.
Based on the information available to me, I believe that Rust Omni is a disinterested
person within the meaning of section 101(14) of the Bankruptcy Code and holds no interest adverse
to the Debtor and its estate for the matters for which Rust Omni is to be employed. Rust Omni and I
are not or ever have been an officer, director or employee of the Debtor.
I am not related or connected to, and, to the best of my knowledge, no other employee of
Rust Omni is related or connected to any United States Bankruptcy Judge or District Judge for the
Central District of California or the United States Trustee for the Central District of California or to
any employee in the offices thereof.
To the best of my knowledge and belief, and except as described herein, neither I nor Rust
Omni nor any officer or director of Rust Omni has any connection or relationship with the Debtor,
its creditors, or any other parties-in-interest in these cases (or their attorneys or accountants) that
would conflict with the scope of Rust Omnis retention or would create any interest adverse to the
Debtors estate, any Official Committee of Unsecured Creditors or any other party-in-interest. Rust
Omni has and will continue to represent clients that may be parties-in-interest in these cases in
matters unrelated to this case and has had and will continue to have relationships in the ordinary
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course of their businesses with certain professionals involved in this case in connection with matters
unrelated to this case. Rust Omni, over many years, has been and is involved in cases where
Pachulski, Stang, Ziehl & Jones LLP (the "Firm"), the Debtor's proposed counsel, has been
employed as Trustee, Debtor(s) or Creditor Committee Counsel. Additionally, Rust Omni has been
a client of the Firm for corporate and acquisition-related work.
In the year prior to the Petition Date, Rust Omni has been paid $59,867.52. There are no
amounts owed to Rust Omni as of the Petition Date. Rust Omni is currently holding a prepetition
retainer of $25,000 from the Debtor for services rendered and to be rendered in connection with
these cases.
There is no agreement or understanding between Rust Omni and any other person or entity
for sharing compensation received or to be received for services rendered by Rust Omni in
connection with this chapter II case.
To the best of my lmowledge, after conducting or supervising the investigation described
above, I declare under penalty of perjury under the laws of the United States of America, that the
foregoing is true and correct.
mber, 2012, at Woodland Hills, California.
Brian Osborne
DOCS_LA:257156.6 12832/00l 4
DOCS_LA:257156.8 12832/001
EXHIBIT B
(Proposed Order)
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Richard M. Pachulski (CA Bar No. 90073)
James I. Stang (CA Bar No. 94435)
Dean A. Ziehl (CA Bar No. 84529)
Linda F. Cantor (CA Bar No. 153762)
Debra I. Grassgreen (CA Bar No. 169978)
PACHULSKI STANG ZIEHL & JONES LLP
10100 Santa Monica Blvd., Suite 1300
Los Angeles, CA 90067-4114
Telephone: 310/277-6910
Facsimile: 310/201-0760
E-mail: [email protected]
[email protected]
[email protected]
[email protected]
[email protected]
Proposed Attorneys for Debtor and
Debtor in Possession
UNITED STATES BANKRUPTCY COURT
CENTRAL DISTRICT OF CALIFORNIA
SANTA ANA DIVISION
In re:
American Suzuki Motor Corporation,
5
Debtor.
Case No.: 12-_____ ( )
Chapter 11
ORDER GRANTING DEBTORS
APPLICATION FOR ORDER UNDER 28
U.S.C. 156(C) AUTHORIZING THE
RETENTION OF RUST CONSULTING
OMNI BANKRUPTCY, A DIVISION OF
RUST CONSULTING, INC. AS
NOTICING, CLAIMS AND BALLOTING
AGENT FOR CLERK OF THE
BANKRUPTCY COURT NUNC PRO
TUNC TO THE PETITION DATE
[No Hearing Required LBR 9013-1(o)(1)]
Upon the application, dated November 5, 2012 (the Application),
6
of American Suzuki
Motor Corporation, the above captioned debtor and debtor in possession (the Debtor) for
5
The last four digits of the Debtors federal tax identification number are (8739). The Debtors address is: 3251 East
Imperial Highway, Brea, CA 92821.
6
Capitalized terms not defined herein shall have the meaning ascribed to them in the Application.
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DOCS_LA:257156.8 12832/001 2
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authorization, pursuant to 28 U.S.C. 156(c), authorizing and approving the retention and
appointment of Consulting Omni Bankruptcy, a division of Rust Consulting, Inc., effective as of the
Petition Date, as claims, noticing, and balloting agent (the Claims and Noticing Agent) for the
Clerk to, among other things: (i) serve as the Courts notice agent to mail certain notices to the
estates creditors and parties-in-interest, (ii) provide computerized claims, claims objections and
balloting database services, and (iii) provide expertise, consultation and assistance with claim and
ballot processing and with other administrative information related to the Debtors bankruptcy case,
all as more fully set forth in the Application; and the Court having jurisdiction to consider the
Application and the relief requested therein pursuant to 28 U.S.C. 157 and 1334; and
consideration of the Application and the relief requested therein being a core proceeding pursuant to
28 U.S.C. 157(b)(2); and venue being proper pursuant to 28 U.S.C. 1408 and 1409; and it
appearing that the relief requested in the Application is in the best interests of the Debtors estate, its
creditors, and all other parties in interest; and the Debtor having provided appropriate notice of the
Application and the opportunity for a hearing on the Application under the circumstances and no
other or further notice need be provided; and the Court having reviewed the Application and having
heard the statements in support of the relief requested therein at a hearing before the Court (the
Hearing); and the Court having considered the Application, all pleadings and papers filed in
connection with the Application, including the Declaration of M. Freddie Reiss, Proposed Chief
Restructuring Officer, in Support of Emergency First Day Motions and the Memorandum of Points
and Authorities filed in support thereof, and the arguments of counsel and evidence proffered at the
hearing on the Application; after due deliberation and sufficient cause appearing therefor, it is
HEREBY ORDERED THAT:
1. The Application is GRANTED.
2. Pursuant to 28 U.S.C. 156(c), the Debtor is authorized to employ and retain
Consulting Omni Bankruptcy, a division of Rust Consulting, Inc. (Rust Omni), as noticing, claims,
and balloting agent, effective nunc pro tunc to the Petition Date, on the terms set forth in the
Application, Agreement, and the Osborne Declaration.
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DOCS_LA:257156.8 12832/001 3
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3. The Debtor is hereby authorized to compensate Rust Omni for its services and
reimburse Rust Omni for any related expenses in accordance with applicable provisions of the
Agreement. The fees and expenses Rust Omni incurs will be treated as an administrative expense of
the Debtors chapter 11 estates and be paid in the ordinary course of business without further
application to the Court.
4. Upon the completion of Rust Omnis duties and responsibilities at the closing of this
case, Rust Omni shall take the appropriate action to obtain an order from this Court terminating its
duties and responsibilities in these cases, in accordance with the Agreement and this Order.
5. The Court retains jurisdiction to interpret and enforce the terms of this Order, the
Agreement, and the Retention of Rust Omni.
# # #
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DOCS_LA:257156.8 12832/001
EXHIBIT C
(Agreement)
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Main Document Page 24 of 38
Case 8:12-bk-22808-CB Doc 25 Filed 11/05/12 Entered 11/05/12 18:54:38 Desc
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Takashi Iwatsuki
Chairman
October 16, 2012
American Suzuki Motor Corporation
3251 E. Imperial Highway
Brea, CA 92821-6722
Dear Mr. Iwatsuki:
Re: Rust Consulting Omni Bankruptcy
Retention letter
This letter (the "Agreement") will acknowledge that you have requested Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, Inc. ("Rust Omni") to
provide administrative services to American Suzuki Motor Corporation (the "Debtor") in
their chapter 11 preparation and proceedings. Rust Omni will make itself available to the
Debtor, as requested, for the purposes of assisting the Debtor with case administration
matters including the management of the creditor matrix, claims management, noticing,
the development and maintenance of an informational website and any other services as
may be requested by the Debtor.
The services to be rendered by Rust Omni will be billed at our normal hourly rates
which range from $25.00 to $175.00 per hour as per the attached rate sheet. Rates are
adjusted annually on January 2"d of each year, and are subject to increases not to exceed
ten ( 1 0%) percent per annum. Increases greater than ten ( 1 0%) percent per annum will be
discussed with you, and be subject to your prior approval, before becoming effective.
Rust.Omni shall be compensated on a monthly basis for those services performed by Rust
Omni during the preceding calendar month. Invoices are payable upon submission.
For these services Rust Omni has agreed to receive a $25,000 general retainer.
Each of Rust Omni and the Debtor, on behalf of themselves and their respective
employees, agents, professionals and representatives, agrees to keep confidential all non-
public records, systems, procedures, software and other information received from the
other party in cortnection with the services provided under this Agreement. In the event
that either party is requested or required by law, regulatory authority or other applicable
judicial or governmental order to disclose any Information, it will provide the other party
Case 8:12-bk-22808-CB Doc 25 Filed 11/05/12 Entered 11/05/12 18:54:38 Desc
Main Document Page 26 of 38
with prompt written notice of any such request or requirement so that the other party may
seek a protective order or other appropriate remedy and/or waive compliance with the
terms of this confidentiality provision. In the event that such protective order or other
remedy is not obtained, or that the compliance with the terms hereof is waived, then only
that portion of the confidential information which is legally required may be disclosed.
It is understood, acknowledged and agreed that money damages may not be a sufficient
remedy for any breach of this confidentiality agreement and that either party is entitled to
seek specific performance and injunctive or other equitable relief in connection with any
breach or asserted breach hereof without posting a bond. Such remedy shall not be
deemed to be the exclusive remedy for breach of this confidentiality agreement, but shall
be in addition to all other remedies available at law or equity.
The parties understand that the software programs and other materials furnished by Rust
Omni pursuant to this Agreement and/or developed during the course of this Agreement
by Rust Omni are the sole property of Rust Omni. The term "program" shall include,
without limitation, data processing programs, specifications, applications, routines, and
documentation. The Debtor agree not to copy or permit others to copy the source code
from the support software or any other programs or materials furnished pursuant to this
Agreement. The Debtor further agree that any ideas, concepts, know-how or techniques
relating to data processing or Rust Omni's performance of its services developed during
the course of its Agreement by Rust Omni shall be the exclusive property of Rust Omni.
Upon the Debtor request at any time or times while this Agreement is in effect, Rust
Omni shall immediately deliver to the Debtor and/or the Debtor retained professionals, at
the Debtor expense, any or all of the non-proprietary data and records held by Rust Omni
pursuant to this Agreement, in the form requested by the Debtor.
The Debtor shall indemnify and hold Rust Omni harmless (the "Indemnification
Agreement"):
a. Subject to the provisions of subparagraphs (c) and (d) below,
the Debtor shall indemnify Rust Omni for any claim arising from,
related to or in connection with their performance of the services
described in this Agreement;
b. Rust Omni shall not be entitled to indemnification,
contribution or reimbursement for services other than the services to be
provided under this Agreement, unless such services and the
indemnification, contribution or reimbursement therefore are approved
by the Court;
c. Notwithstanding anything to the contrary in this Agreement,
the Debtor shall have no obligation to indemnify any person, or
Case 8:12-bk-22808-CB Doc 25 Filed 11/05/12 Entered 11/05/12 18:54:38 Desc
Main Document Page 27 of 38
provide contribution or reimbursement to any person, for any claim or
expense that is either (i) judicially determined (the determination
having become final) to have arisen primarily from that person's gross
negligence or willful misconduct; (ii) for a contractual dispute in
which the Debtor allege breach of Rust Omni's contractual obligations
under this Agreement unless the Court determines that
indemnification, contribution or reimbursement would be permissible
pursuant to In re United Artists Theatre Co., 315 F.3d 217 (3d Cir.
2003); or (iii) settled prior to a judicial determination as to that
person's gross negligence or willful misconduct, but determined by
this Court, after notice and a hearing, to be a claim or expense for
which that person should not receive indemnity, contribution, or
reimbursement under the terms of the Indemnification Agreement as
modified by the Debtor' application seeking to approve this Agreement
(the "Application") and any order of this Court approving the
Application;
d. If, before the entry of an order closing the Chapter 11 Case,
Rust Omni believes that it is entitled to the payment of any amounts by
the Debtor on account of the Debtor' indemnification, contribution
and/or reimbursement obligations under the Indemnification
Agreement (as modified by the Application and any order of this Court
approving the Application), including without limitation the
advancement of defense costs, Rust Omni must file application before
this Court, and the Debtor may not pay any such amounts before the
entry of an order by this Court approving the payment. This
subparagraph (d) is intended only to specify the period of time under
which the court shall have jurisdiction over any request for fees and
expenses for indemnification, contribution or reimbursement, and not a
provision limiting the duration of the Debtor' obligation to indemnify
RustOmni.
This Agreement is terminable at will by the parties hereto upon thirty (30) days
written notice. In the event that this Agreement is terminated, regardless of the reason for
such termination, Rust Omni shall cooperate with the Debtor to maintain an orderly
transfer of all records, data and information and record keeping functions, and shall
Case 8:12-bk-22808-CB Doc 25 Filed 11/05/12 Entered 11/05/12 18:54:38 Desc
Main Document Page 28 of 38
provide all necessary staff, services and assistance required for an orderly transfer. The
Debtor agrees to pay for such services in accordance with Rust Omni's then existing
prices for such services.
Please acknowledge the above by signing and returning a copy of this letter.
Should you have any questions regarding the above, please do not hesitate to call me.
En c.
cc:
Nellwyn Voorhies-Kantak
Mitch Ryan
Date: 11-5-2012
By:
----------------------
Takashi lwatsuki
Chairman
American Suzuki Motor Corporation
Case 8:12-bk-22808-CB Doc 25 Filed 11/05/12 Entered 11/05/12 18:54:38 Desc
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Rate Sheet
WWW.OMNIMGT.COM
..ollllll Hourly Rates for Standard and Custom Services
RATE/COST
Clerical Support $25.00 -$45.00 per hour
Project Specialists $57.50- $75.00 per hour
Project Supervisors $75.00 - $95.00 per hour
Consultants $9_5_:00 - $1 Pt_r hour
Technology/Programming $100.00- $157.50 per hour
Senior Consultants $140.00- 175.00 per hour
..ollllll Printing and Noticing Services
Copy $._08 P.!'r imag_e
Document folding and insertion No Cha!_ge
Labels/Envelope printing $.035each
E-mail noticing $50.00 pe! 1 ,000
Certified email Quote upon request
Facsimile noticing $.10/image
At cost
Postage (Advance payment required for postage chstges over
$10,000)
Envelopes
..ollllll Newspaper and Legal Notice Publishing
I coordinate and publish legal noti_ce ________________ ________ _______j
..ollllll Claims Management
Inputting proofs of claim
Scanning
Remote Internet access for claims management
Setup
Access
..ollllll Creditor Database
Data storage
_. __
Hourly rates (No per claim charges)
$.10/image
No_charge
$250_per_l11_ollth,
Waived for 3 months.
Under 10,000 records- No charge,
Over 10,000 records- .05 per record,
Over 100,000 records- .04 per record
I
---
______________________
..ollllll Informational Website
Creation, configuration, and initial setup l'i!O charge
Data entry/information updates $75.00 per hour
Programming and customization $100- $157.50 per hour
Debtor website hosting No charge
Committee website hosting No charge
Shareholder website hosting No charge
Scanning $.10/image
1 of3
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c
Rate Sheet
WWW.OMNIMGT.COM
Virtual Data Rooms Quote upon request
Call Centers I Dedicated Line
Creation, and initial setup
N_()
Hosting fee _per moE_th
Usage
Service rates (actual talk and log-entry time)
hour
Case Docket I Claims Register No charge
I
Solicitation and Tabulation
- --
Plan and disclosure statement mailings Quo!tt(j _P!!o_r to printing
Ballot tabulation
J
Public Debt and Equities Securities andiRights Offerings
Services
-
Noticing Services
Stafldard _hourly _apply
Solicitation, Balloting and Tabulation
hourly rates apply
Rights Offerings Stall!a!Cf hourly apply
Security Position Identification Reports S_taJ1dard hourly rates apply
Schedules I SoFA
I Preparation and updating of schedules and $57.50- $175.00 per hour
- -- --- ---------
_____ j
Pre-Petition Consulting Services
(e.g . preparation of cash flow, analysis of cash management system, evaluation
of insurance coverage, assist with payroll, assist procurement and distribution of Standard hourly rates apply
cashiers checks)
---
UST Reporting Compliance
-----
(e.g . assist debtors to meet satisfy jurisdicational requirements, preparation of
Standard hourly rates apply
monthly operating and post-confirmation reports)
------
Liquidating I Disbursing Agent
(e.g . comply with Plan requirements, preparation of disbursement reports,
Standard hourly rates apply
payout calculations, check generation, bank reconciliations)
Miscellaneous
Telephone charges At cost
Delivery At cost
Archival DVD/CO-Rom $40.00 per copy
2 of3
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te Sheet Ra
WWW.OMNIMGT.COM
Real-Time Reports
Cl
Cl
__ ro ______________________________________
aim reports $25.00
Solicitation dashboaro No
T abulatlon No
s olicitatlon reports $25.00
s __ ____________________________________
3 of3
DOCS_LA:257156.8 12832/001
EXHIBIT D
(Mega Case Procedures Checklist)
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Attorney or Party Name, Address, Telephone & FAX Numbers, and California State Bar Number
CHAPTER: 11
Richard M. Pachulski (CA Bar No. 90073)
CASE NO.:
Pachulski Stang Ziehl & Jones LLP
101 00 Santa Monica Blvd Ste 1100
Los Angeles, California 90067
Telephone: (310) 277-6910
Facsimile: (310) 201-0760
Email: [email protected]
UNITED STATES BANKRUPTCY COURT CASE NAME:
CENTRAL DISTRICT OF CALIFORNIA
MEGA CASE PROCEDURES CHECKLIST
Estimate of:
Number of Creditors
50,000
Assets -------------
Number of Claims to be filed
Number of Pleadings to be filed
10,000
500 to 1500
unknown Number of Adversary Proceedings to be filed
It is proposed the following will be employed by the estate (check all that apply):
Noticing Agent/Claims Processor .; Estate Clerk ___ Independent Printer ___ Other ______ _
Instructions: Mark either the "YES" or "NO" box for each question listed in this declaration. For each question that a
"NO" box is marked (other than question 1, 20 or 30), an explanation must be provided on the
"COMMENTS" page.
I. Noticing Agent/Claims Processor
Delegation of Noticing/Claims Service Functions- The noticing/claims agent ("Agent") maintains the claims docket for the
Court and performs all claims functions required by statute. The noticing/claims agent also maintains a database of all
creditors in the case and sends notices to these creditors, as requested by the Court.
YES NO
[{]
D
1. Are you proposing the estate hire a Noticing Agent/Claims Processor? (If no, skip to Section II.)
[{]
D
2. Is the price list attached to the motion and are the service charges fair and reasonable?
[{]
D
3. Does the motion state the Debtor has surveyed or solicited bids from different claims processing and
noticing agents before designating a proposed agent?
3a. If no, what criteria was used to select the agent?
[Z]
D
4. Does the motion state the Agent is not a creditor in the case?
[Z]
D
5. Does the motion state the Agent shall be subject to the consent and approval of the Clerk of Court?
[Z]
D
6. Does the motion state the Agent shall be at the expense of the estate and be paid directly by the
Debtor?
June 19, 2003
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Main Document Page 34 of 38
YES
[l]
[l]
[{]
[l]
[l]
[{]
[{]
NO
D
7.
D
8.
D
9.
D
10.
D
11.
D
12.
D
13.
Mega Case Procedures Checklist- Page 2 of 5
Does the motion state the Agent shall be under the supervision and control of the Clerk of Court but
not be an employee of the United States government?
Does the motion state the Agent shall waive any rights to receive compensation from the United
States government in its capacity as Agent in this case?
Does the motion state the Agent shall not employ any past or present employees of the Debtor in
connection with its work as the Agent in this case unless otherwise approved by the Clerk of Court?
Does the motion state the Agent shall maintain copies of all proofs of claim or interest at a location
other than where the originals are maintained?
Does the motion state the Agent shall implement security measures to ensure the completeness and
integrity of the claims registers as approved by the Clerk of Court?
Does the motion state the Agent shall transmit to the Clerk of Court a copy of the claims registers
every week or as frequently as requested by the Clerk of Court?
Does the motion state the Agent shall provide a proof of claim viewing area without charge during
normal business hours (9:00 a.m.-4:00 p.m. Pacific Time)?
13a. In what city is the viewing area located? (provide address) 5955 DeSoto Avenue, Woodland Hills,
CA 91367
D 14.
D 1s.
D 16.
Does the motion state the Clerk of Court shall be entitled to inspect the Agent's premises at anytime?
Does the motion state the Agent shall audit the claims information periodically to satisfy the Clerk of
Court that the claims information is being appropriately and accurately recorded in the Court's claims
register?
Does the motion state the Clerk of Court shall be able to independently audit the claims information
at anytime?
II. Motions and Other Pleadings
D II' I 17. Does the motion state the party submitting a particular pleading or other document with the Court
shall be responsible for all noticing and service functions relevant to the particular matter as may be
required under applicable rules and shall file with the Clerk of Court a declaration of service regarding
such noticing and service?
Ill. Notice of Entry of Order or Judgment
D
D
June 19, 2003
18.
19.
Does the motion state the attorney for the party submitting the proposed order or judgment shall serve
copies upon all parties entitled to receive notice of the entry of the order or judgment as soon as
practicable?
Does the motion state the attorney shall be responsible for photocopying the conformed copies in
order to relieve the Clerk's Office from the large burden of photocopying these orders?
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Main Document Page 35 of 38
Mega Case Procedures Checklist - Page 3 of 5
IV. Employment of Special Employees of the Estate (Estate Clerk)
YES NO
D 0
D
[{]
D 0
D
[{]
D
[{]
D 0
D 0
D
[{]
20.
21.
22.
23.
24.
25.
26.
27.
Does the motion state the Debtor shall furnish one or more employees to assist the Clerk's Office in
the administration of this case as the Clerk of Court deems necessary. (If no, skip to Section V.)
The employee shall not be designated as a part-time employee in the motion or order?
Does the motion state the employee of the Estate shall be subject to the consent and approval of the
Clerk of Court?
Does the motion state the employee of the Estate shall be at the expense of the estate and be paid
directly by the Debtor?
Does the motion state the employee of the Estate shall be under the supervision and control of the
Clerk of Court but not be an employee of the United States government?
Does the motion state an employee of the Estate shall waive any rights to receive compensation from
the United States government in its capacity as an employee in this case?
Does the motion state an employee of the Estate shall not be a past or present employee of the
Debtor unless otherwise approved by the Clerk of Court?
Does the motion state an employee of the Estate may perform non-estate functions as the Clerk of
Court deems necessary in exchange for Clerk's Office employees performing court-related docketing
functions for the Estate?
V. Additional Space and Equipment
D
D
[{] 28.
[{] 29.
Does the motion state the Debtor shall be directly responsible for the cost of any additional space or
equipment such as designated telephone lines and automation equipment, etc., if necessary?
Does the motion state the Debtor shall be responsible for payment for the designated post office
boxes retained for receiving filings in this case?
VI. Independent Printer
Delegation of Printer Functions- At an offsite location near the Court, the independent printer ("Printer") maintains copies
of all orders, pleadings and other documents filed in the case for inspection by the public during business hours. The
printer also provides copies of these documents and case dockets to the public for a fee.
D
D
D
D
[{] 30.
[{] 31.
[{] 32.
[{] 33.
June 19, 2003
Are you proposing the estate hire a Printer? (If no, skip to the signature section VII.)
Is the Printer located off the Court's premises but in close proximity to the appropriate divisional office
of the Court?
Is the price list attached to the motion and are the service charges fair and reasonable?
Does the motion state the service charges cannot be changed without prior approval from the Clerk
of Court?
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Main Document Page 36 of 38
Mega Case Procedures Checklist - Page 4 of 5
YES NO
D
[{]
34. Does the motion state the Debtor has surveyed or solicited bids from different printing services before
designating a proposed printer?
34a. If no, what criteria was used to select the proposed Printer?
D
[{]
35. Does the motion state the Printer shall not be a creditor in the case?
D
[{]
36. Does the motion state the Printer shall be subject to the consent and approval of the Clerk of Court?
D
[{]
37. Does the motion state the Printer shall be at the expense of the estate and be paid directly by the
Debtor?
D
[{]
38. Does the motion state the Printer shall be under the supervision and control of the Clerk of Court but
not be an employee of the United States government?
D
[{]
39. Does the motion state the Printer shall waive any rights to receive compensation from the United
States government in its capacity as Printer in this case?
D
[{]
40. Does the motion state the Printer shall not employ any past or present employees of the Debtor in
connection with its work as the Printer in this case unless otherwise approved by the Clerk of Court?
D
[{]
41. Does the motion state the Printer shall provide a proof of claim viewing area without charge during
normal business hours (9:00 a.m.-4:00p.m. Pacific Time)?
41a. In what city is the viewing area located? (provide address)
D
[{]
42. Does the motion state the Printer shall provide the Clerk of Court copies of any document filed in this
case without charge?
D
[{]
43. Does the motion state the Printer shall implement security measures to ensure the completeness and
integrity of the set of pleadings as approved by the Clerk of Court?
D
[{]
44. Does the motion state the Clerk of Court shall be entitled to inspect the Printer's premises at anytime?
June 19, 2003
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Main Document Page 37 of 38
Mega Case Procedures Checklist - Page 5 of 5
COMMENTS: If you need additional space, please attach an additional piece of paper.
Item# Comment:
--
Item# Comment:
--
Item# Comment:
--
Item# Comment:
--
Item# Comment:
--
COMMENTS OF THE CLERK'S OFFICE
D The Clerk's Office has no objection.
D The Clerk's Office objects as set forth below.
D Other:
Dated: By:------------------
Signature
Print Name and Title
June 19, 2003
This form is mandatory by Order of the United States Bankruptcy Court for the Central District of California.
January 2009 F 5075-1.1
Attorney or Party Name, Address, Telephone & FAX Numbers, and California State Bar Number FOR COURT USE ONLY
UNITED STATES BANKRUPTCY COURT
CENTRAL DISTRICT OF CALIFORNIA
CHAPTER:
CASE NO.:
In re:
Debtor(s).
DECLARATION TO BE FILED
WITH MOTION ESTABLISHING
ADMINISTRATIVE PROCEDURES
RE 28 U.S.C. 156(c)
I have obtained the most recent and applicable version of the Mega Case Procedures Checklist from the Clerk of
Court and have consulted with the Clerk or designee. The completed checklist is attached.
I declare under penalty of perjury under the laws of the United States of America that the attached Mega
Case Procedures Checklist is true and correct and that this Declaration was executed on
, , at (city, state).
Print Declarants Name Signature of Declarant
Richard M. Pachulski (CA Bar No. 90073)
PACHULSKI STANG ZIEHL & JONES LLP
10100 Santa Monica Blvd., Suite 1300
Los Angeles, CA 90067
Telephone: 310/277-6910
Facsimile: 310/201-0760
E-mail: [email protected]
11
American Suzuki Motor Corporation
November 5 2012 Woodland HIlls
Brian Osborne
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