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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK : Chapter 11 : : Case No. 13-____ : : : :

In re WineCare Storage LLC, Debtor.

ORDER SCHEDULING INITIAL CASE CONFERENCE WineCare Storage LLC, debtor and debtor in possession in the above-captioned case (the "Debtor"), having filed a petition for relief under chapter 11 of the Bankruptcy Code on January 29, 2013, and the Court having determined that a case management conference will aid in the efficient conduct of the case, it is hereby: ORDERED that, pursuant to 11 U.S.C. 105(d), an initial case management conference will be conducted by the undersigned Bankruptcy Judge in Room __ , United States Bankruptcy Court, One Bowling Green, New York, New York 10004 on ___________, 2013, at 10:00 a.m., or as soon thereafter as counsel may be heard, to consider the efficient administration of the case, which may include, inter alia, such topics as retention of professionals, creation of a committee to review budget and fee requests, use of alternative dispute resolution, timetables, and scheduling of additional case management conferences; and it is further ORDERED that the Debtor shall give notice by mail of this order at least seven days prior to the scheduled conference to each committee appointed to serve in the case pursuant to 11 U.S.C. 1102 (or, if no committee has been appointed, to the holders of the 20 largest unsecured claims), the holders of the five largest secured claims, any postpetition lender to the Debtor, and the United States Trustee, and shall promptly file proof of service of such notice with the Clerk of the Court.

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Dated: New York, New York _________ __, 2013

______________________________ United States Bankruptcy Judge

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ACTION BY WRITTEN CONSENT OF A MAJORITY OF MEMBERSHIP INTERESTS OF WINECARE STORAGE LLC The undersigned, being the majority of the Membership Interests1 of WineCare Storage LLC, a New York limited liability company (the "Company"), acting by written consent without a meeting pursuant to Sections 7.9 and 8.1(a) of the Company's Operating Agreement dated as of January 1, 2005, (the "Operating Agreement") and Section 407(a) of the New York Limited Liability Company Law, hereby consent to the adoption of the following resolutions: FILING OF BANKRUPTCY PETITION RESOLVED, that Members owning a majority of the Membership Interests of the Company have determined, based upon current events and after consultation with counsel, that it is desirable and in the best interests of the Company that a petition be filed by the Company under the provisions of chapter 11 of title 11 of the United States Code (the "Bankruptcy Code"); FURTHER RESOLVED, that a petition under chapter 11 of the Bankruptcy Code ("Chapter 11") shall be filed on behalf of the Company by Derek Limbocker, Managing Member of the Company (the "Authorized Officer"), and the same is hereby authorized and approved in all respects, and the Authorized Officer is hereby authorized, directed and empowered, on behalf of and in the name of the Company, as applicable, to execute and verify such petition and to cause the same to be filed with the United States Bankruptcy Court for the Southern District of New York or such other court that the Authorized Officer shall deem necessary, appropriate or desirable (the "Bankruptcy Court"); FURTHER RESOLVED, that the Authorized Officer is hereby authorized, directed and empowered, on behalf of and in the name of the Company, to cause the Company to enter into, execute, deliver, certify, file and/or record, negotiate and perform, any and all necessary documents, including, without limitation, all petitions, affidavits, schedules, motions, certifications pleadings, lists, statements of financial affairs, applications, plan of reorganization, disclosure statement, and other papers and to take any and all actions that the Authorized Officer shall deem necessary, appropriate or desirable in connection with the proceedings under the Bankruptcy Code; FURTHER RESOLVED, that the law firm of Schulte Roth & Zabel LLP is hereby retained as legal counsel to the Company, in connection with the commencement and maintaining of such proceedings and any other matters in connection therewith, and the Authorized Officer is hereby authorized, directed and empowered to execute appropriate retention agreements, pay appropriate retainers prior to and immediately upon the filing of the Chapter 11 case, and cause to be filed an appropriate application for authority to retain the services of Schulte Roth & Zabel LLP; FURTHER RESOLVED, that the Authorized Officer is hereby authorized, directed and empowered, on behalf of and in the name of, the Company, as applicable, to retain and employ

All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Bankruptcy Code or in the Operating Agreement, as applicable.
DOC ID - 19599567.3
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such attorneys, investment bankers, accountants, restructuring professionals, experts, advisors and other professionals to assist in the Chapter 11 case on such terms and conditions that the Authorized Officer shall deem necessary, appropriate or desirable; FURTHER RESOLVED, that the Authorized Officer and any employees, agents, attorneys, investment bankers, accountants, advisors and other professionals designated by or directed by the Authorized Officer, be, and each hereby is, authorized, directed and empowered on behalf of, and in the name of the Company, as applicable, to cause the Company to file such other authorized agreements, instruments and documents as may be necessary, appropriate or desirable in connection with the Chapter 11 case and to make such authorized motions and other filings with the Bankruptcy Court, and do all other things, as may be or become necessary, appropriate or desirable for the successful prosecution of the case. GENERAL AUTHORIZATION; ADDITIONAL RESOLUTIONS RESOLVED, that, consistent with the foregoing resolutions, the Authorized Officer is hereby authorized, directed and empowered, in the Authorized Officer's discretion, on behalf of and in the name of the Company, as applicable, to (i) prepare, execute and deliver or cause to be prepared, executed and delivered, and where necessary, appropriate or desirable, file or cause to be filed with the appropriate governmental authorities, all other agreements, instruments and documents, including but not limited to all certificates, contracts, bonds, receipts or other papers, (ii) incur and pay or cause to be paid all fees, expenses and taxes, including without limitation, legal fees and expenses, (iii) engage such persons as the Authorized Officer shall in his judgment determine to be necessary, appropriate or desirable, and (iv) do any and all other acts and things as the Authorized Officer deems necessary, appropriate or desirable to carry out fully the intent and purposes of the foregoing resolutions and each of the transactions contemplated thereby (and the doing of any such act or thing shall be conclusive evidence that the same is deemed necessary, appropriate or desirable); and FURTHER RESOLVED, that any and all actions heretofore or hereafter taken in the name and on behalf of the Company, as applicable, by the Board of Managers, the Authorized Officer or any employee, agent, attorney, investment banker, accountant, advisor or other professional designated by or directed by the Board of Managers or the Authorized Officer in connection with or related to the matters set forth in or contemplated by the foregoing resolutions be, and they hereby are, adopted, confirmed, approved and ratified in all respects as the acts and deeds of the Company, as applicable.

DOC ID - 19599567.3

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IN WITNESS WHEREOF, the undersigned, constituting a majority of the Membership Interests of the Company have executed this Action by Written Consent as of the date indicated below. Dated: January 29, 2013 WINECARE STORAGE, LLC as Member By: __________________________ Name: Derek Limbocker WINECARE STORAGE, LLC as Member By: __________________________ Name: J. Peter Pierce

WINECARE STORAGE, LLC as Member By: __________________________ Name: J. Peter Pierce, Trustee for the L. W. Pierce Trust

DOC ID - 19599567.3

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WineCareStorage,LLCBalanceSheetasof12/31/2013(unaudited) ASSETS CurrentAssets Checking/Savings 1010CashCheckingJPMChase 1015CashSavingsJPMChase 1075PettyCashA/C TotalChecking/Savings AccountsReceivable 1200AccountsReceivable TotalAccountsReceivable OtherCurrentAssets 1201ReserveforBadDebts 1250PrepaidInsurance TotalOtherCurrentAssets TotalCurrentAssets FixedAssets 1810AlarmSystemCost 1813VehicleCost 1816ComputerHardware 1822OriginalCost 1823Depreciation Total1816ComputerHardware 1829ComputerMailingListCost 1835ComputerSoftware 1841OriginalCost Total1835ComputerSoftware 1845Equip.,Furn.,&FixturesCost 1848ForkliftCost 1851LeaseholdImprovementsCost 1854RefrigerationCost 1860Shelving 1866OriginalCost Total1860Shelving 1870AccumulatedDepreciation 1888WarehouseEquipmentCost TotalFixedAssets OtherAssets 1920OrganizationalExpense 1925Accounting 1930Legal Total1920OrganizationalExpense 1931AccumuilatedAmortization 1950ProductCost 1975BoxesCost Total1950ProductCost 1980SecurityDeposit TotalOtherAssets TOTALASSETS LIABILITIES&EQUITY Liabilities CurrentLiabilities AccountsPayable 2000AccountsPayable TotalAccountsPayable CreditCards 2024ChaseBusinessCreditCard/MC TotalCreditCards OtherCurrentLiabilities 2102SalaryPayableD.L. 2145MiscellaneousP/RDeduction 2195DBLPayable $9,172.14 $7.36 $300.00

$105,017.06

$4,021.08 $7,930.72 $118,406.20 $28,492.14 $15,030.16 $0.00 $30,270.26 $39,305.00 $2,000.00 $20,185.75 $27,586.96 $1,134.33 $43,648.86 $85,731.48 $0.00 $46,443.16 $203,536.00 $3,410.72 $61,092.82

$15,084.00 $17,035.00 $22,971.00 $0.00 $23,269.18 $25,858.31 $58,275.49 $237,774.51

$37,047.88

$6,605.25

$960,000.00 $48.91 $35.00

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$3,909.83 $8,757.65 $25,000.00 $15,000.00 $32,600.03 $72,105.37 $8,034.00 $1,060,220.73 $1,090,663.36 $1,090,663.36

2200SalesTaxPayable 2500Dueto/fromTheTritonCollect. 2600L/PJPP 2610L/PPG 2620DueTo/FromDL 2700Def.Inc.ReimbursableIns. 2790SecurityDepositClients TotalOtherCurrentLiabilities TotalCurrentLiabilities TotalLiabilities Equity 3100Equity 3110MemberOneEquity 3130MemberOneInvestments Total3110MemberOneEquity 3210MemberTwoEquity 3230MemberTwoInvestments Total3210MemberTwoEquity 3310MemberThreeEquity 3330MemberThreeInvestments Total3310MemberThreeEquity 3410MemberFourEquity 3430MemberFourInvestments Total3410MemberFourEquity 3510MemberrFiveEquity 3530MemberFiveInvestments Total3510MemberrFiveEquity 3610MemberSixEquity 3630MemberSixInvestments Total3610MemberSixEquity 3710MemberSevenEquity 3730MemberSevenInvestments Total3710MemberSevenEquity Total3100Equity 3910RetainedEarnings NetIncome TotalEquity TOTALLIABILITIES&EQUITY

$100,000.00

$100,000.00

$250,000.00

$250,000.00

$100,000.00

$50,000.00

$50,000.00 $900,000.00 $1,762,541.61 $9,652.76 $852,888.85 $237,774.51

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DECLARATION UNDER PENALTY OF PERJURY ON BEHALF OF WINECARE STORAGE LLC I, Derek L. Limbocker, Managing Member and Chief Executive Officer of WineCare Storage LLC, named as debtor and debtor-in possession in this case, in accordance with 11 U.S.C. 1116(1)(B) declare under penalty of perjury pursuant to 28 U.S.C. 1746 that no statement of operations or cash-flow statement has been prepared and no Federal tax return has been filed for the tax year 2012.

Date: January 29, 2013

Signature: _/s/ Derek Limbocker____________________ Derek L. Limbocker, Managing Member

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