Star Tribune Holdings Bankruptcy by ibt11019

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									UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
----------------------------------- x
                                    :
In re:                              :
                                    : Chapter 11 Case No.
                                    :
STAR TRIBUNE HOLDINGS               : 09-10244 (___)
CORPORATION, et al.,                :
                                    : (Jointly Administered)
                                    :
        1
Debtors.                            :
----------------------------------- x

             APPLICATION FOR ORDER AUTHORIZING THE RETENTION
                 OF GARDEN CITY GROUP, INC. AS NOTICE AGENT
                     AND CLAIMS AGENT FOR THE DEBTORS

         Star Tribune Holdings Corporation (“Star Tribune Holdings”) and The Star

Tribune Company (“Star Tribune” and, together with Star Tribune Holdings, the

“Debtors”) respectfully represent:

                                   Background and Jurisdiction

         1.       On the date hereof (the “Petition Date”), each Debtor commenced with

this Court a voluntary case under chapter 11 of title 11 of the United States Code (the

“Bankruptcy Code”). The Debtors are authorized to operate their businesses and

manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of

the Bankruptcy Code. The Debtors have filed a motion seeking joint administration of

these chapter 11 cases pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy

Procedure (the “Bankruptcy Rules”).



         1
          The Debtors are Star Tribune Holdings Corporation and The Star Tribune Company. The
employer tax identification numbers and addresses for each of the Debtors are set forth in the Debtors’
chapter 11 petitions.
       2.      Additional information about the Debtors’ businesses and the events

leading up to the Petition Date can be found in the Affidavit of David W. Montgomery,

Chief Financial Officer of Star Tribune, which is incorporated herein by reference.

       3.      The Court has subject matter jurisdiction to consider this matter pursuant

to 28 U.S.C. § 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b) and may

be determined by the Bankruptcy Court. Venue is proper before this Court pursuant to 28

U.S.C. §§ 1408 and 1409.

                                     Relief Requested

       4.      By this application (the “Application”), the Debtors seek an order in the

form attached hereto as Exhibit A, pursuant to 28 U.S.C. § 156(c), the Protocol for the

Employment of Claims Agents dated May 8, 2006 (Farrell-Willoughby, Clerk of the

Court) and Local Bankruptcy Rule 5075-1(a), approving the retention of Garden City

Group, Inc. (“GCG”) as noticing agent in the Debtors’ chapter 11 cases. The Debtors

request that the Court approve the retention of GCG in accordance with the terms and

conditions set forth in that certain engagement letter, dated January 9, 2009 (the “Agent

Agreement”), a copy of which is annexed hereto as Exhibit B.

       5.      Section 156(c) of title 28, United States Code, which governs the staffing

and expenses of the Bankruptcy Court, authorizes the Court to use facilities other than

those of the Clerk’s Office for the administration of bankruptcy cases. It provides:

               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 and are not charged to the United States.


                                             2
28 U.S.C. § 156(c).

       6.      The numerous creditors and other parties in interest involved in the

Debtors’ chapter 11 cases may impose heavy administrative and other burdens on the

Court and the Office of the Clerk of the Court (the “Clerk’s Office”). To relieve the

Clerk’s Office of these burdens, the Debtors propose to engage GCG as their noticing

agent in these chapter 11 cases. GCG was chosen by the Debtors after the review and

competitive comparison of proposals from three entities eligible to serve as noticing

agents in the Southern District of New York.

       7.      GCG is one of the country’s leading chapter 11 administrators,

specializing in providing consulting and data processing services to chapter 11 debtors in

connection with, among other services, claims administration, reconciliation and

negotiations and administration of plan votes. GCG has substantial experience in the

matters upon which it is to be engaged. GCG has acted or is acting as official noticing

agent in recent notable cases, including: In re Lenox Sales, Inc., et al., Case No. 08-

14679, In re OTC International, Ltd., Case No. 08-11181 (AJG), In re Alper Holdings

USA, Inc., Case No. 07-12148 (BRL), In re Our Lady of Mercy Medical Center, Case No.

07-10609 (REG), In re The New York Racing Association Inc., Case No. 06-12618

(JMP), In re The Akadine Press, Inc., Case No. 06-22002 (ASH), In re Saltire Industrial,

Inc., Case No. 04-15389 (BRL), In re Sure Fit, Inc., Case No. 04-11495 (BRL), In re

General Media, Inc., Case No. 03-15078 (SMB), In re MGNH, Inc., Case No. 04-37133

(CGM), In re Dice Inc., Case No. 03-10877 (BRL), In re Interbank Funding Corp., Case

No. 02-41590 (BRL), In re Galey & Lord, Inc. et al., Case No. 02-40445 (ALG), In re

PSINet Consulting Solutions Holdings, Inc., Case No. 01-14916 (REG), In re NTL Inc.,


                                              3
Case No. 02-41316 (ALG) and In re Regus Business Centre Corp., Case No. 03-20026

(ASH), which were filed in the Southern District of New York; In re Zurich Depository

Corp., Case No. 07-71352 (JBR), In re Copperfield Investment, LLC, Case No. 07-71327

(JBR), In re The Brunswick Hospital Center, Inc., Case No. 07-40290 (CEC), In re

Photocircuits Corporation, Case No. 05-89022 (SB), In re MetroTec Communications,

Inc., et al., Case No. 05-20953 (DEM), In re Allou Distributors Inc., et al., Case No.03-

82321 (ESS) and In re CyberRebate.com, Inc., Case No. 01-16534 (CEC), which were

filed in the Eastern District of New York; In re Printers Row, LLC, Case No. 08-17301

(ERW), In re Automotive Professionals, Inc., Case No. 07-06720 (CAD) and In re

Gateway Home Care Inc., et al., Case No. 03-17457 (JPC), which were filed in the

Northern District of Illinois; In re Jancor Companies Inc., et al., Case No. 08-12556

(MFW), In re Comfort Co., Inc., Case No. 08-12305 (MFW), In re DG Liquidation Corp.,

Case No. 08-10601 (CSS), In re Supplements LT Inc., Case No. 08-10446 (KJC), In re

ProRhythm, Inc., Case No. 07-11861 (KJC), In re S-Tran Holdings, Inc., et al., Case No.

05-11391 (RB), In re Flintkote Company, Case No. 04-11300 (JKF), In re Factory 2-U

Stores, Inc., Case No. 04-10111 (PJW), In re Magnatrax Corporation, Case No. 03-11402

(PJW), In re HQ Global Holdings, Inc., et al., Case No. 02-10760 (MFW), In re Federal-

Mogul Global, Inc., Case No. 01-10578 (AMW) and In re ACandS, Inc., Case No. 02-

12687 (RJN), which were filed in the District of Delaware; In re Foxtons, Inc., et al., Case

No. 07-24496 (MBK), In re NJ Affordable Homes Corp., Case No. 05-60442 (DHS), In re

Omne Staffing Inc., et al., Case No. 04-22316 (RG), In re NorVergence, Inc., Case No.

04-32079 (RG), In re Muralo Company, Inc., Case No. 03-26723 (MS) and In re

AremisSoft, Case No. 02-32621 (RG), which were filed in the District of New Jersey; In


                                             4
re O’Sullivan Industries, Inc., et al., Case No. 05-83049 (CRM) and In re Galey & Lord,

Inc., et al., Case No. 04-43098 (MGC), which were filed in the Northern District of

Georgia; In re United Producers, Inc., Case No. 05-55272 (CMC), which was filed in the

Southern District of Ohio; In re Boyds Collection, Ltd., et al., Case No. 05-43793 (DWK),

which was filed in the District of Maryland; In re Romacorp, Inc., Case No. 05-86818

(BJH), which was filed in the Northern District of Texas; and In re Hawaiian Airlines, Inc.,

Case No. 03-00817 (RJF), which was filed in the District of Hawaii.

       8.      By appointing GCG as the noticing agent in these chapter 11 cases, the

Debtors’ estates and particularly creditors will benefit from GCG’s significant experience

in acting as a noticing agent in other cases and the efficient and cost-effective methods

that GCG has developed.

       9.      GCG is fully equipped to handle the volume involved in properly sending

the required notices to and processing the claims of creditors and other interested parties

in these cases. GCG will follow notice and claim procedures that conform to the

guidelines promulgated by the Clerk of the Bankruptcy Court and the Judicial

Conference.

                                    Scope of Services

       10.     GCG, at the request of the Debtors or the Clerk’s Office, will provide the

following services as the noticing agent:

               (a)     Prepare and serve required notices in these chapter 11 cases,

       including:




                                             5
               (i)     Notice of the commencement of these chapter 11 cases and

       the initial meeting of creditors under section 341(a) of the Bankruptcy

       Code;

               (ii)    Notice of the claims bar date;

               (iii)   Notice of objections to claims;

               (iv)    Notice of any hearings on a disclosure statement and

       confirmation of a plan of reorganization; and

               (v)     Other miscellaneous notices to any entities, as the Debtors

       or the Court may deem necessary or appropriate for an orderly

       administration of these chapter 11 cases;

       (b)     After the service of a particular notice, file with the Clerk’s Office

a certificate or affidavit of service that includes a copy of the notice involved, an

alphabetical list of persons on whom the notice was served and the date and

manner of service;

       (c)     Maintain copies of all proofs of claim and proofs of interest filed;

       (d)     Maintain official claims registers, including, among other things,

the following information for each proof of claim or proof of interest:

               (i)     the applicable Debtor;

               (ii)    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;

               (iii)   the date received;

               (iv)    the claim number assigned; and

               (v)     the asserted amount and classification of the claim;


                                      6
         (e)    Implement necessary security measures to ensure the completeness

and integrity of the claims registers;

         (f)    Transmit to the Clerk’s Office a copy of the claims registers on a

weekly basis, unless requested by the Clerk’s Office on a more or less frequent

basis;

         (g)    Maintain an up-to-date mailing list (based on addresses provided

by filers) 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 Clerk’s Office;

         (h)    Provide access to the public for examination of copies of the

proofs of claim or interest without charge during regular business hours;

         (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);

         (j)    Comply with applicable federal, state, municipal and local statutes,

ordinances, rules, regulations, orders and other requirements;

         (k)    Provide temporary employees to process claims, as necessary;

         (l)    30 days prior to the close of these cases, an order dismissing GCG

shall be submitted terminating the services of GCG upon completion of its

services and upon the closing of these cases;

         (m)    At the close of the case, box and transport all original documents

in proper format, as specified by the Clerk’s Office, to the Federal Records

Center; and

         (n)    Promptly comply with such further conditions and requirements as

the Clerk’s Office or the Court may at any time prescribe.


                                         7
       11.     In connection with its appointment as noticing agent, GCG represents,

among other things, that:

               (a)     GCG 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 the noticing agent in these chapter 11 cases;

               (b)     By accepting employment in these chapter 11 cases, GCG waives

       any rights to receive compensation from the United States government;

               (c)     In its capacity as the noticing agent in these chapter 11 cases, GCG

       will not be an agent of the United States and will not act on behalf of the United

       States; and

               (d)     GCG will not employ any past or present employees of the Debtors

       in connection with its work as the noticing agent in these chapter 11 cases.

       12.     In addition to the foregoing, the Debtors seek to employ GCG to assist

them with, among other things, certain data processing and ministerial administrative

functions, including: (a) preparing their schedules, statement of financial affairs and

master creditor list, and any amendments thereto; (b) if necessary, reconciling and

resolving claims; and (c) acting as solicitation and disbursing agent in connection with

the chapter 11 plan process.

       13.     In the event that GCG’s services are terminated, GCG shall perform its

duties until the occurrence of a complete transition with the Clerk’s Office or any

successor claims or noticing agent.




                                             8
                                      Compensation

       14.     GCG’s compensation is set forth in the Agent Agreement annexed hereto

as Exhibit B. The Debtors respectfully submit that the compensation to be paid to GCG,

as set forth in the Agent Agreement, is reasonable in light of the services to be performed.

Furthermore, the Debtors request authorization to compensate GCG for services

rendered, without further order of this Court, upon the submission of monthly invoices by

GCG summarizing, in reasonable detail, the services for which compensation is sought.

                                GCG’s Disinterestedness

       15.     To the best of the Debtors’ knowledge, GCG (a) is a “disinterested

person,” as that term is defined in section 101(14) of the Bankruptcy Code, as modified

by section 1107(b) of the Bankruptcy Code, and, as required by section 327(a) and

referenced by section 328(c) of the Bankruptcy Code, neither holds nor represents any

interest adverse to the Debtors and their estates and (b) except as disclosed in the

Declaration of Jeffrey S. Stein, GCG’s Vice President Business Reorganizations, annexed

hereto as Exhibit C (the “Stein Declaration”), has no connection to the Debtors or to

their significant creditors or certain other potential parties-in-interest whose names were

supplied to GCG by the Debtors.

       16.     GCG has represented to the Debtors that it will not represent any entities

or individuals in these chapter 11 cases other than the Debtors or in connection with any

matters that would be adverse to the interests of the Debtors.

       17.     As set forth in the Stein Declaration, there are no amounts owed by the

Debtors to GCG.




                                              9
         18.   The Debtors have been informed that GCG will conduct an ongoing

review of its files to ensure that no disqualifying circumstances arise, and if any new

relevant facts or relationships are discovered, GCG will supplement its disclosure to the

Court.

         19.   The Debtors are advised that other than with its own partners and

employees, GCG has agreed not to share with any person or firm the compensation it will

receive for professional services rendered in connection with these cases.

                                      Interim Order

         20.   The Debtors seek approval of the Application on an interim basis to

provide parties an opportunity to object to the relief requested herein. A copy of the

interim order as entered (the “Interim Order”) and the Application shall be served by

hand delivery or deposit with an overnight delivery service within three business days

after entry of the Interim Order upon the (a) the Office of the United States Trustee for

the Southern District of New York, (b) those creditors holding the five largest secured

claims against the Debtors’ estates on a consolidated basis, (c) those creditors holding the

30 largest unsecured claims against the Debtors’ estates on a consolidated basis, (d) the

Internal Revenue Service, (e) attorneys to the agent for the Debtors’ first lien pre-petition

lenders, (f) attorneys to an ad hoc committee of the Debtors’ second-lien pre-petition

lenders and (g) Avista Capital Partners (the “Notice Parties”).

         21.   Objections to the Debtors’ retention of GCG on a permanent basis shall be

filed with the Court with a copy to Chambers, together with proof of service thereof, and

served, so as to be received no later than three business days before the hearing date set

forth in the Interim Order, upon (a) attorneys for the Debtors, Davis Polk & Wardwell,


                                             10
450 Lexington Avenue, New York, New York 10017, Attn: Marshall S. Huebner and

Timothy E. Graulich; (b) the Garden City Group, Inc., 105 Maxess Road, Melville, New

York 11747, Attn: David A. Isaac, Chief Executive Officer; and (c) the Office of the

United States Trustee for the Southern District of New York, 33 Whitehall Street, 21st

Floor, New York, New York 10004, Attn: Brian Masumoto, (d) the attorneys for any

official committee of unsecured creditors then appointed in these cases and (e) attorneys

to the agent for the Debtors’ first lien pre-petition lenders, Latham & Watkins LLP, 885

Third Avenue, New York, NY 10022, Attn: Mark A. Broude.

       22.     If no objections are timely filed and served as set forth herein, the Debtors

shall, on or after the objection deadline, submit to the Court a final order granting the

relief requested herein, which order shall be submitted and may be entered with no

further notice or opportunity to be heard afforded to any party.

       23.     The foregoing notice procedures satisfy Bankruptcy Rule 9014 by

providing the counterparties with notice and an opportunity to object and be heard at a

hearing. See, e.g., In re Drexel Burnham Lambert, 160 B.R. 729, 734 (S.D.N.Y. 1993)

(an opportunity to present objections satisfies due process); In re Colorado Mountain

Cellars, Inc., 226 B.R. 244, 246 (D. Colo. 1998) (a hearing is not required to satisfy

Bankruptcy Rule 9014). Furthermore, the proposed notice procedures protect the due

process rights of the parties in interest without unnecessarily exposing the Debtors’

estates to unwarranted administrative expenses.




                                             11
                                            Notice

           24.    No trustee, examiner, or creditors’ committee has been appointed in these

chapter 11 cases. The Debtors have served notice of this Application on the Notice

Parties.

                                      No Previous Request

           25.    No previous request for the relief sought herein has been made by the

Debtors to this or any other court.

           WHEREFORE the Debtors respectfully request that the Court grant the Debtors

the relief requested herein and such other and further relief as is just and proper.

       New York, New York
       Dated: January 15, 2009



                                      By: /s/ David W. Montgomery
                                          David W. Montgomery
                                          Chief Financial Officer




                                              12
EXHIBIT A
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
----------------------------------- x
                                    :
In re:                              :
                                    : Chapter 11 Case No.
                                    :
STAR TRIBUNE HOLDINGS               : 09-10244 (___)
CORPORATION et al.,                 :
                                    : (Jointly Administered)
                                    :
Debtors.1                           :
----------------------------------- x

               INTERIM ORDER AUTHORIZING THE RETENTION OF
                  GARDEN CITY GROUP, INC. AS NOTICE AGENT
                    AND CLAIMS AGENT FOR THE DEBTORS

        Upon the application (the “Application”)2 of Star Tribune Holdings Corporation

(“Star Tribune Holdings”) and The Star Tribune Company (together with Star Tribune

Holdings, the “Debtors”), for an order authorizing the Debtors to retain Garden City

Group, Inc. (“GCG”) as their noticing agent pursuant to 28 U.S.C. § 156(c), the Protocol

for Employment of Claims Agents dated May 8, 2006 (Farrell-Willoughby, Clerk of the

Court) (the “Noticing Agent Protocol”), and Local Bankruptcy Rule 5075-1(a); and

upon the Declaration of Jeffrey S. Stein, GCG’s Vice President Business Reorganizations

(the “Stein Declaration”); and the Court being satisfied, based on the representations

made in the Application and the Stein Declaration, that GCG is “disinterested” as such

term is defined in section 101(14) of the Bankruptcy Code, as modified by section

1107(b) of the Bankruptcy Code, and represents no interest adverse to the Debtors’

        1
            The Debtors are Star Tribune Holdings Corporation and The Star Tribune Company.
        2
          Unless otherwise defined herein, each capitalized term shall have the same meaning ascribed to
such terms in the Application.
estates with respect to the matters upon which it is to be engaged; and upon consideration

of the Affidavit of David W. Montgomery filed in support of the Debtors’ first-day

pleadings; and the Court having jurisdiction to consider the Application and the relief

requested therein pursuant to 28 U.S.C. § 1334 and the Standing Order of Referral of

Cases to Bankruptcy Court Judges of the District Court for the Southern District of New

York dated July 10, 1984 (Ward, Acting C.J.); and consideration of the Application and

the requested relief being a core proceeding the Bankruptcy Court can determine pursuant

to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 28 U.S.C.

§§ 1408 and 1409; and due and proper notice of the Application having been provided to

(a) the Office of the United States Trustee for the Southern District of New York, (b)

those creditors holding the five largest secured claims against the Debtors’ estates on a

consolidated basis, (c) those creditors holding the 30 largest unsecured claims against the

Debtors’ estates on a consolidated basis, (d) the Internal Revenue Service, (e) attorneys to

the agent for the Debtors’ first lien pre-petition lenders, (f) attorneys to an ad hoc

committee of the Debtors’ second-lien pre-petition lenders and (g) Avista Capital

Partners (collectively, the “Notice Parties”), and it appearing that no other or further

notice need be provided; and the relief requested in the Application being in the best

interests of the Debtors and their estates and creditors; and the Court having reviewed the

Application and having held a Hearing with appearances of parties in interest noted in the

transcript thereof (the “Hearing”); and the Court having determined that the legal and

factual bases set forth in the Application and at the Hearing establish just cause for the

relief granted herein; and upon all of the proceedings had before the Court and after due

deliberation and sufficient cause appearing therefor, it is
                                               2
        ORDERED that, pursuant to 28 U.S.C. § 156(c), the Noticing Agent Protocol and

Local Bankruptcy Rule 5075-1(a), the Application is approved on an interim basis; and it

is further

        ORDERED that the Debtors are hereby authorized to retain GCG as their noticing

agent in the Debtors’ chapter 11 cases, as contemplated by the Application and on the

terms provided in the Agent Agreement; and it is further

        ORDERED that GCG shall be compensated for its services and reimbursed for

any related expenses in accordance with GCG’s normal hourly rates and disbursement

policies as set forth in the Application, the Stein Declaration, the Agent Agreement, and

in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules,

the Local Bankruptcy Rules and any other applicable orders of this Court; and it is further

        ORDERED that to the extent that there may be any inconsistency between the

terms of the Application, the Agent Agreement or this Order, the terms of this Order shall

govern; and it is further

        ORDERED that a copy of this Order and the Application shall be served by hand

delivery or deposit with an overnight delivery service within three business days after

entry hereof upon the Notice Parties; and it is further

        ORDERED that objections to the Debtors’ retention of GCG on a permanent basis

shall be filed with the Court with a copy to Chambers, together with proof of service

thereof, and served, so as to be received no later than three business days before the

hearing date set forth below, upon (a) attorneys for the Debtors, Davis Polk & Wardwell,

450 Lexington Avenue, New York, New York 10017, Attn: Marshall S. Huebner and

Timothy E. Graulich, (b) The Garden City Group, Inc., 105 Maxess Road, Melville, New
                                              3
  York 11747, Attn: David A. Isaac, Chief Executive Officer, (c) the Office of the United

  States Trustee for the Southern District of New York, 33 Whitehall Street, 21st Floor,

  New York, New York 10004, Attn: Brian Masumoto, (d) the attorneys for any official

  committee of unsecured creditors then appointed in these cases and (e) attorneys to the

  agent for the Debtors’ first lien pre-petition lenders, Latham & Watkins LLP, 885 Third

  Avenue, New York, NY 10022, Attn: Mark A. Broude; and it is further

         ORDERED that any objections to the proposed retention must be filed with the

  Court in accordance with General Order M-242, as amended by General Order M-269

  (available at www.nysb.uscourts.gov); and it is further

         ORDERED that in the event an objection is timely served and filed in accordance

  with this Order, there shall be a hearing held on ___________, 2009 at _ __ _.m to

  consider such objection, and pending entry of an order following the conclusion of said

  hearing, GCG shall continue as noticing agent for the Debtors on an interim basis in

  accordance with this Order; and it is further

         ORDERED that if no objections are timely filed and served as set forth herein, the

  Debtors shall, on or after the objection deadline, submit to the Court a final order

  substantially in the form of this Order, which Order shall be submitted and may be

  entered with no further notice or opportunity to be heard afforded to any party.

New York, New York
Dated: _________, 2009




                                                  UNITED STATES BANKRUPTCY JUDGE



                                                  4
EXHIBIT B
EXHIBIT C
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
----------------------------------- x

                                    :
In re:                              :
                                    : Chapter 11 Case No.
                                    :
STAR TRIBUNE HOLDINGS               : 09-10244 (___)
CORPORATION, et al.,                :
                                    : (Jointly Administered)
                                    :
Debtors.1                           :
----------------------------------- x


       DECLARATION OF JEFFREY S. STEIN IN SUPPORT OF THE
       APPLICATION TO EMPLOY AND RETAIN THE GARDEN CITY
    GROUP, INC. AS CLAIMS AND NOTICING AGENT FOR THE DEBTORS

STATE OF NEW YORK  )
                   )                         ss:
COUNTY OF NEW YORK )

                  Jeffrey S. Stein, being duly sworn, deposes and says:

                  1.       I am Vice President Business Reorganizations at The Garden City

Group, Inc. (“GCG”), and I am authorized to make and submit this declaration on behalf

of GCG. This declaration is submitted in support of the Application (the “Application”)

for Order Authorizing the Retention of GCG as Noticing Agent for Star Tribune

Holdings Corporation and The Star Tribune Company (together, the “Debtors”) and to

approve a related agreement. The statements contained herein are based upon personal

knowledge.


         1
          The Debtors are Star Tribune Holdings Corporation and The Star Tribune Company. The
employer tax identification numbers and addresses for each of the Debtors are set forth in the Debtors’
chapter 11 petitions.
               2.      GCG is one of the country’s leading chapter 11 administrators with

expertise in noticing, claims processing, balloting and distribution. GCG is well qualified

to provide the Debtors with experienced claims and noticing services in connection with

these cases. Among the large chapter 11 cases in which GCG is or was retained, as

claims and noticing agent to debtors (unless otherwise noted), are: In re Lenox Sales, Inc.,

et al., Case No. 08-14679, In re OTC International, Ltd., Case No. 08-11181 (AJG), In re

Alper Holdings USA, Inc., Case No. 07-12148 (BRL), In re Our Lady of Mercy Medical

Center, Case No. 07-10609 (REG), In re The New York Racing Association Inc., Case

No. 06-12618 (JMP), In re The Akadine Press, Inc., Case No. 06-22002 (ASH), In re

Calpine Corporation, et al., (in the capacity as Communications Agent for the Official

Committee of Unsecured Creditors), Case No. 05-60200 (BRL), In re Saltire Industrial,

Inc., Case No. 04-15389 (BRL), In re Sure Fit, Inc., Case No. 04-11495 (BRL), In re

General Media, Inc., Case No. 03-15078 (SMB), In re MGNH, Inc., Case No. 04-37133

(CGM), In re Dice Inc., Case No. 03-10877 (BRL), In re Interbank Funding Corp., Case

No. 02-41590 (BRL), In re Galey & Lord, Inc. et al., Case No. 02-40445 (ALG), In re

PSINet Consulting Solutions Holdings, Inc., Case No. 01-14916 (REG), In re NTL Inc.,

Case No. 02-41316 (ALG) and In re Regus Business Centre Corp., Case No. 03-20026

(ASH), which were filed in the Southern District of New York; In re Zurich Depository

Corp., Case No. 07-71352 (JBR), In re Copperfield Investment, LLC, Case No. 07-71327

(JBR), In re The Brunswick Hospital Center, Inc., Case No. 07-40290 (CEC), In re

Victory Memorial Hospital, et al., (in the capacity as Communications Agent for the

Official Committee of Unsecured Creditors), Case No. 06-44387 (CEC), In re

Photocircuits Corporation, Case No. 05-89022 (SB), In re MetroTec Communications,


                                             2
Inc., et al., Case No. 05-20953 (DEM), In re Allou Distributors Inc., et al., Case No. 03-

82321 (ESS) and In re CyberRebate.com, Inc., Case No. 01-16534 (CEC), which were

filed in the Eastern District of New York; In re Printers Row, LLC, Case No. 08-17301

(ERW), In re Kimball Hill, Inc., (in the capacity as Communications Agent for the

Official Committee of Unsecured Creditors), Case No. 08-10095 (SPS), In re Automotive

Professionals, Inc., Case No. 07-06720 (CAD) and In re Gateway Home Care Inc., et al.,

Case No. 03-17457 (JPC), which were filed in the Northern District of Illinois; In re

Jancor Companies Inc., et al., Case No. 08-12556 (MFW), In re Comfort Co., Inc., Case

No. 08-12305 (MFW), In re DG Liquidation Corp., Case No. 08-10601 (CSS), In re

Supplements LT Inc., Case No. 08-10446 (KJC), In re ProRhythm, Inc., Case No. 07-

11861 (KJC), In re S-Tran Holdings, Inc., et al., Case No. 05-11391 (RB), In re Flintkote

Company, Case No. 04-11300 (JKF), In re Factory 2-U Stores, Inc., Case No. 04-10111

(PJW), In re Magnatrax Corporation, Case No. 03-11402 (PJW), In re HQ Global

Holdings, Inc., et al., Case No. 02-10760 (MFW), In re Federal-Mogul Global, Inc., Case

No. 01-10578 (AMW) and In re ACandS, Inc., Case No. 02-12687 (RJN), which were

filed in the District of Delaware; In re Foxtons, Inc., et al., Case No. 07-24496 (MBK), In

re NJ Affordable Homes Corp., Case No. 05-60442 (DHS), In re Omne Staffing Inc., et

al., Case No. 04-22316 (RG), In re NorVergence, Inc., Case No. 04-32079 (RG), In re

Muralo Company, Inc., Case No. 03-26723 (MS) and In re AremisSoft, Case No. 02-

32621 (RG), which were filed in the District of New Jersey; In re O’Sullivan Industries,

Inc., et al., Case No. 05-83049 (CRM) and In re Galey & Lord, Inc., et al., Case No. 04-

43098 (MGC), which were filed in the Northern District of Georgia; In re United

Producers, Inc., Case No. 05-55272 (CMC), which was filed in the Southern District of


                                             3
Ohio; In re Boyds Collection, Ltd., et al., Case No. 05-43793 (DWK), which was filed in

the District of Maryland; In re Romacorp, Inc., Case No. 05-86818 (BJH), which was filed

in the Northern District of Texas; and In re Hawaiian Airlines, Inc., Case No. 03-00817

(RJF), which was filed in the District of Hawaii.

                 3.    Pursuant to the Agreement for Services dated January 9, 2009, a

copy of which is attached to the Application as Exhibit B (the “Agent Agreement”),

GCG will provide services regarding noticing, claims management and reconciliation,

plan solicitation, balloting, disbursements and any other services agreed upon by the

parties. GCG will perform these services, if necessary, at the request of the Debtors or

the Clerk’s Office.

                 4.    In particular, GCG will provide the following noticing, claims

management, plan solicitation, balloting and disbursement services:

                 (a)   assist the Debtors in the preparation and filing of the Debtors’

schedules of assets and liabilities and statement of financial affairs;

                 (b)   prepare and serve required notices in this chapter 11 case,

including:

                       (i) a notice of the commencement of this chapter 11 case and the

initial meeting of creditors under section 341(a) of the Bankruptcy Code;

                       (ii) a notice of the claims bar date;

                       (iii)notices of objections to claims;

                       (iv) notices of hearings on a disclosure statement and confirmation

of a plan; and




                                              4
                       (v) such other miscellaneous notices as the Debtors or the Court

may deem necessary or appropriate for an orderly administration of this chapter 11 case;

                (c)    assist with the publication of required notices, as necessary;

                (d)    within five business days after the service of a particular notice,

prepare for filing with the Clerk’s Office an affidavit of service that includes (i) a copy of

the notice served, (ii) an alphabetical list of persons on whom the notice was served along

with their addresses and (iii) the date and manner of service;

                (e)    maintain copies of all proofs of claim and proofs of interest filed in

this case;

                (f)    maintain official claims registers in this case by docketing all

proofs of claim and proofs of interest in a claims database that includes the following

information for each claim or interest asserted:

                       (i) the name and address of the claimant or interest holder and any

agent thereof, if the proof of claim or proof of interest was filed by an agent;

                       (ii) the date the proof of claim or proof of interest was received by

GCG and/or the Court;

                       (iii)the claim number assigned to the proof of claim or proof of

interest; and

                       (iv) the asserted amount and classification of the claim;

                (g)    implement necessary security measures to ensure the completeness

and integrity of the claims registers;

                (h)    transmit to the Clerk’s Office a copy of the claims registers on a

weekly basis, unless requested by the Clerk’s Office on a more or less frequent basis;


                                              5
               (i)     maintain an up-to-date mailing list for all entities that have filed

proofs of claim or proofs of interest and make such list available to the Clerk’s Office or

any party in interest upon request;

               (j)     provide access to the public for examination of copies of the proofs

of claim or proofs of interest filed in these cases without charge during regular business

hours;

               (k)     create and maintain a public access website setting forth pertinent

case information and allowing access to certain documents filed in the Debtors’ chapter

11 cases;

               (l)     record all transfers of claims pursuant to Bankruptcy Rule 3001(e)

and provide notice of such transfers to the extent required by Bankruptcy Rule 3001(e);

               (m)     comply with applicable federal, state, municipal and local statutes,

ordinances, rules, regulations, orders and other requirements;

               (n)     provide temporary employees, who are not past or present

employees of the Debtors, to process claims, as necessary;

               (o)     promptly comply with such further conditions and requirements as

the Clerk’s Office or the Court may at any time prescribe;

               (p)     provide balloting and solicitation services, including producing

personalized ballots and tabulating creditor ballots on a daily basis; and

               (q)     provide such other claims processing, noticing, balloting and

related administrative services as may be requested from time to time by the Debtor

               5.      The Debtors have selected GCG to serve as the Claims Agent for

the Debtors’ estates, as set forth in more detail in the Application filed


                                              6
contemporaneously herewith. To the best of my knowledge, neither GCG, nor any of its

professional personnel, has any relationship with the Debtors that would impair GCG’s

ability to serve as Claims Agent. GCG does have relationships with some of the Debtors’

creditors, but they are in matters completely unrelated to these chapter 11 cases, either as

vendors or in cases where GCG serves in a neutral capacity as a class action settlement

claims administrator. GCG’s assistance in the cases where GCG acts as a class action

settlement claims administrator has been primarily related to the design and

dissemination of legal notice and other administrative functions in class actions.

               6.      GCG has working relationships with certain of the professionals

retained by the Debtors and other parties herein, but such relationships are completely

unrelated to these chapter 11 cases. William A. Brandt, Assistant Vice President,

Compliance at GCG, formerly practiced as an attorney at Davis Polk & Wardwell from

1989 to 1996. Nonetheless, this past relationship is inconsequential to GCG’s retention

in the Debtors’ chapter 11 cases, because Mr. Brandt left Davis Polk long before these

cases were contemplated.

               7.      In addition, GCG personnel may have relationships with some of

the Debtors’ creditors; however, such relationships are of a personal financial nature and

completely unrelated to these chapter 11 cases. GCG has and will continue to represent

clients in matters unrelated to these chapter 11 cases and has had and will continue to

have relationships in the ordinary course of its business with certain vendors and

professionals in connection with matters unrelated to these cases.

               8.      Since 1999, GCG has been a wholly owned subsidiary of Crawford

& Company, an insurance risk-adjusting firm. I am advised that Crawford & Company


                                             7
has no material relationship with the Debtors, and while it may have rendered services to

certain creditors, or have a vendor relationship with some creditors, such relationships

were (or are) in no way connected to GCG’s representation of the Debtors in these

chapter 11 cases.

               9.      GCG is a “disinterested person,” as that term is defined in section

101(14) of the Bankruptcy Code, in that GCG and its professional personnel:

                       (a)     are not creditors, equity security holders or insiders of the

                               Debtors;

                       (b)     are not and were not, within two years before the date of

                               the filing of the Debtors’ chapter 11 petitions, directors,

                               officers or employees of the Debtors; and

                       (c)     do not have an interest materially adverse to the interests of

                               the Debtors’ estates or any class of creditors or equity

                               security holders, by reason of any direct or indirect

                               relationship to, connection with, or interest in, the Debtors.

               10.     GCG has not been retained to assist any entity or person other than

the Debtors on matters relating to, or in connection with, these chapter 11 cases. If

GCG’s proposed retention is approved by this Court, GCG will not accept any

engagement or perform any service for any entity or person other than the Debtors in

these chapter 11 cases. GCG may, however, provide professional services to entities or

persons that may be creditors or parties in interest in these chapter 11 cases, which

services do not relate to, or have any direct connection with, these chapter 11 cases or the

Debtors.


                                              8
                11.     GCG represents, among other things, that:

                        (a)     It 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 Agent;

                        (b)     By accepting employment in this bankruptcy case, GCG

                                waives

                                any right to receive compensation from the United States

                                government;

                        (c)     In its capacity as Claims Agent, GCG will not be an agent

                                of the United States and will not act on behalf of the United

                                States; and

                        (d)     GCG will not employ any past or present employees of the

                                Debtors in connection with its work as Claims Agent.

                12.     Subject to the Court’s approval, the Debtors have agreed to

compensate GCG for professional services rendered in connection with these chapter 11

cases pursuant to the Agent Agreement. Payments are to be based upon the submission to the

Debtors by GCG of a billing statement, which includes a detailed listing of services and

expenses, at the end of each calendar month. GCG has received a $50,000 retainer from

the Debtors and will apply same first against all pre-petition fees and expenses and then

against the last bill for fees and expenses that GCG will render in this case.




                                               9
              13.    GCG will comply with all requests of the Clerk of the

Bankruptcy Court and the guidelines promulgated by the Judicial Conference of the

United States for the implementation of 28 U.S.C. § 156(c).


                                            /s/ Jeffrey S. Stein
                                            Jeffrey S. Stein




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