No. 02-40045, Jointly AdministeredUnited States Bankruptcy Court, N.D. Illinois, Eastern Division.
January 21, 2003
JENKENS GILCHRIST, P.C., GREGORY G. HESSE, Dallas, Texas, ATTORNEYS FOR McLANE COMPANY, INC.
LATHAM WATKINS ILLINOIS LLC, KENNETH C. SCHULER, Chicago, IL, LOCAL COUNSEL FOR DEBTORS; STUTMAN, TREISTER GLATT, P.C., ROBERT A. GREENFIELD, Los Angeles, California, ATTORNEYS FOR DEBTORS.
ORDER REGARDING MOTION OF MCLANE COMPANY, INC. FOR RULE 2004 EXAMINATION OF THE DEBTORS
JOHN SQUIRES, United States Bankruptcy Judge
Came on the 24th day of December, 2002, to consider the Motion of the McLane Company, Inc. for Rule 2004 Examination of the Debtor (the “Motion”) filed on or about December 13, 2002. After considering the pleadings, the record, and the arguments of counsel, the Court is of the opinion the Motion should be GRANTED IN PART and DENIED IN PART in accordance with the terms of this Order. Accordingly, it is ORDEREDTHAT:
(1) the Debtors shall produce the documents responsive to the attached exhibit A for inspection and copying at the offices of LATHAM
WATKINS, 233 South Wacker Drive, Suite 5800, Chicago, IL by the later of January 31, 2003, or the entry of the protective order referenced in Paragraph (3) of this Order;
(2) the debtors shall make Brandon Barnholt, Jeffrey Jones, and John Hanner available for deposition at such dates, times, and place so as to avoid or minimize disruption to the debtors’ ongoing reorganization efforts, and the parties are directed to attempt to agree upon the appropriate dates, time, and place for said depositions; AND
(3) the discovery outlined in the foregoing paragraphs with respect to the Rule 2004 Examination will take place pursuant to an appropriate protective order to protect confidential information of the debtors, and the parties are directed to attempt to agree to the form and content of said protective order and present it for the consideration of this Court.
EXHIBIT A
As used herein, “Debtors” shall mean Clark Retail Enterprises, Inc. and Clark Retail Group, Inc.
Unless otherwise specified, the relevant time period (the “Exam Period”) shall be from January 1, 2002 to October 15, 2002.
Documents to be Produced Pursuant To F.R.Bankr.P. 2004(e).
1. Copies of all the Debtors’ financial statements, balance sheets, and month-end projections that were utilized by Debtors’ Management or Board of Directors or were provided to vendors, suppliers, or the banks during the Exam Period.
2. Copies of the Debtors’ income tax returns provided to vendors or suppliers during the Exam Period, or filed during the Exam Period.
3. Copies of all internal documents that were created by the Debtors during the Exam Period that relate or refer to McLane Company, Inc.
4. Copies of any and all loan documents entered into by the Debtors that were in effect during the Exam Period.
5. Documents sufficient to identify the Debtors’ transfers of cash assets (including transfer by cash, check, or wire) in excess of $25,000 during the Exam Period.
6. Documents sufficient to identify the Debtors’ non-ordinary course transfer of assets other than cash during the Exam Period. For purposes of this category, “non-ordinary course transfers” shall exclude store sales of inventory in retail sales, but include any bulk sale of inventory or non-retail sales.
7. Documents sufficient to identify all transactions that took place during the Exam Period between the Debtors and any of their shareholders.
8. Any and all documents generated during the Exam Period relating to Project Monarch.
9. Any and all documents generated during the Exam Period relating to any plans to transfer stores.