Eagle Food Ct Bankruptcy NoticeIN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
)
ln re: )
)
EAGLE FOOD CENTERS, INC., )
)
)
Debtors. )
Case No. 03-15299 (PSH)
(Jointly Administered)
Chapter 11
Hon. Pamela S. Hollis
Hearing Date: April 25, 2003
Hearing Time: 11:00 a.m.
NOTICE OF BANKRUPTCY FILING AND
FINAL FIF. ARING ON CERTAIN MOTIONS
AND APPLICATIONS
PLEASE TAKE NOTICE that on April 7, 2003, Eagle Food Centers,
Inc. ("Eagle Foods") and four of its subsidiaries and affiliates (the "Affiliate Debt-
ors"), debtors and debtors-in-possession in the above captioned cases (collectively,
the "Debtors"), filed voluntary petitions for relief under chapter 11 of title 11 of the
United States Code with the United States Bankruptcy Court for the Northern
District of Illinois, Eastern Division (the "Bankruptcy Court").
PLEASE TAKE FURTHER NOTICE that hearings were held (the
"First Day Heatings") before the Bankruptcy Court on April 7, 2003 at which First
Day Hearings, the Court entered the following orders on a final basis:
a. Order Directing Joint Administration of Cases Pursuant to Fed. R.
Bankr. P. 1015(b)
b. Order Authorizing the Debtors to (I) Submit a Consolidated List of
Creditors in Lieu ora Mailing Matrix (II) Make Available, upon
Request, the List of Creditors to Parties (III) Mail Certain Notices
Directly to Creditors and (13/) Undertake All Mailings Directed by the
Court or the United States Trustee
c. Order Granting Additional Time to File Schedules and Statements
d.Order Pursuant to 11 U.S.C. §§ 102(1) and 105(a), Bankruptcy Rules
2002(m) and 9007 and 9014 and Local Rules 101,306, 400, and 402
Establishing Omnibus Hearing Dates and Certain Notice, Case Man-
agement and Artmlnistmfive Procedures
e. Administrative Order Pursuant to 11 U.S.C. §§ 105(a)and 331 Estab-
lishing Procedures For Interim Compensation and Reimbursement of
Expenses of Professionals
f. Approving Agreement with Logan & Company, Inc. and Appointing
Logan & Company, Inc. as C13ima and Noticing Agent of the Bank-
mptcy Court Pursuant to 28 U.S.C. § 156(c) and the Federal and
Local Rules of Bankruptcy Procedure
g. Order Authorizing Retention of Professionals Utilized by Debtors In
the Ordinary Course of Business
h. Order (I) Authorizing (A) Maintenance of Existing Bank Accounts
and Continued Use of Existing Cash Management System and (B)
Continued Use of Existing Business Forms and (II) Waiving Invest-
ment and Deposit Requirements of 11 U.S.C. § 345Co)
i. Order Authorizing Debtors to Honor Certain Prepefition Obligations
to Customers and to Maintain certain Customer Service Polices,
Programs and Practices
j. Order Pursuant to 11 U.S.C. §§ 105(a), 541 and 507(a)(8)m and 541
Authori:fing the Debtors to Pay Prepetifion Sales, Use, Trust Fund and
Other Taxes, Fees and Related Obligations
2
k. Interim and Final Orders Pursuant to 11 U.S.C. §§ 105(a), 366, 503
and 507 of the Bankruptcy Code (I) Prohibiting Utilities From Alter-
ing, Refusing or Discontinuing Services on Account of Prepctition
Invoices and (II) Establishing Procedures for Determining Requests
for Additional Assurance
l. Order under 11 U.S.C. § 105(a) Authorizing the Payment of
Prepetition Liquor Claims of Certain Liquor Vendors
m. Order Pumuant to 11U.S.C. §§ 105 (a), 503(b)and 546(b)Authoriz-
ing Payment of Contractors and Service Providers in Satisfaction of
Liens
n. Order Pursuant to 11 U.S.C. §§ 105(a) and 363 Authorizing Payment
of Certain Prepetition Shipping and Armored Car Charges
PLEASE TAKE FURTHER NOTICE that, at the First Day Hearing,
the following motion was entered on a final basis, except with respect to Paragraph 3
of the order:
a. Order (I) Authorizing the Debtors to Pay (A) Certain Prepetition
Employee Obligations, (B) Prepetition Withholding Obligations, (C)
Prepetition Workers' Compensation Benefits, and (II) Directing All
Banks to Honor Certain Prepetition Transfers
Any party-in-interest may object to Paragraph 3 of the order if an objection is filed
before 4:30 p.m. (Central Standard Time), within ten (10) days after the appointment
of a statutory committee in these cases. If no objection is timely filed and properly
served on or prior to the objection deadline, Paragraph 3 of the order shall become
final without further order of the Court.
PLEASE TAKE FURTHER NOTICE that, at the First Day Hearing,
the following motions and applicatiom were entered on an interim basis and the
Court has scheduled a final hearing on April 25. 2003, at 11:00 a.m. (Prevailing
Central Time) where we shall appear before the Honorable Pamela S. Hollis, United
States Bankruptcy Judge, Everett McKinley Dirksen Courthouse, 219 South Dear-
born Street, Chicago, Illinois 60604, Courtroom 644:
a. Application for an Order Pursuant to 11 U.S.C. §§ 327(a) and 329
Authorizing the Employment and Retention of Skadden, Paps, Slate,
Meagher & Flom (Illinois) and Affiliated Law Practice Entities as
Attorneys to the Debtors (Objection Deadline is on or before Aoril
23, 2003 at 5:00 p.m. (Prevailing Central Time))
b. Application for Order Pursuant to 11 U.S.C. § 327(a), 330 and 331
Authorizing the Employment and Retention of Huron Consulting
oroup LLC as Financial Advisor and Investment Banker to the
Debtors.(Objection Deadline is on or before April 23. 2003 at 5:00
p.m. (Prevailing Central Time])
c. Motion Pursuant to 11 U.S.C. §§ 105, 362, 503 and 546 for Entry Of
Interim and Final Orders (A) Providing Administrative Expense
Treatment for Certain Holders of Valid Reclamation Claims and (B)
Establishing Procedures For Resolution and Payment of Reclamation
Claims (Obiection Deadline is on or orior before Aortl 22. 2003 at
5:00 p.m. (Prevailing Central Time)
d. Motion for Entry of Interim and Final orders (I) Establishing PACA
and PASA Trust Claims Procedures and (II) Authorizing Payment of
Valid PACA and PASA Trust Claims (Objection Deadline is on or
prior before April 22. 2003 at 5:00 n.m. (Prevailing Central Time~
Motion for Interim and Final orders (I) Authorizing the Debtors to
Enter into Certain Financial Arrangements with Congress Financial
Corporation to Incur Postpetition Secured Indebtedness, (II) Granting
Additional Security Interest and Liens to Congress and Granting
4
Priority Claims Pursuant to 11 U.S.C. § 364, (m) Modifying the
Automatic Stay and (IV) Setting a Final Hearing on the Motion
(Objection Deadline is on or orlor before April 23. 2003 at 5:00
p.m. (Prevaillng Central Time))
PLEASE TAKE FURTHER NOTICE that copies of the filings in
these cases are available on the internet at www.ilnb.uscourts.gov and may be
downloaded for viewing or printing with Adobe Aerobat Reader. Upon request
of any party, the Debtors will provide copies of any filings in these cases at the
expense of the requesting party.
Dated: Chicago, Illinois
April 9, 2003
John Wm. Buffer, Jr. (ARDC No. 0620937_)
George N. Panagakis (ARDC No. 06205271)
Ron E. Meisler (ARDC No. 06270262)
SKADDEN, AR_PS, SLATE, MEAGHER
& FLOM (ILLINOIS)
333 West Wacker Drive, Suite 2100
Chicago, Illinois 60606-1285
(312) 407-0700
Attorneys for Debtors and
Debtors-in-Possession
5
385585-Chieago S2A
FOOD CENTERS, INC.,
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
Case No. 03-15299(PSH)
) (Jointly Administered)
) Chapter 11
) Hon. pamela S. Hollis
) Heating Date: April 7, 2003
) Hearing Time: 3:00 p.m. (Central Time)
)
INTERIM AND FINAL ORDER PURSUANT TO 11 U.S.C.
§§ 105, 5030)), 507(a) AND 366 (I) PROHIBITING
UTILITIES FROM ALTERING, REFUSING OR DISCONTINUING
SERVICES ON ACCOUNT OF RREPETITION INVOICES
AND 01) ESTABLISHING PROCEDURES FOR DETERMINING
REQUESTS FOR ADDITIONAL ADEQUATE ASSURANCE
This matter having come before the Court on the motion, dated
April 7, 2003 (the "Motion")1, of Eagle Food Centers, Inc. ("Eagle Foods") and four
of its subsidiaries and affiliates (the "Affiliate Debtors"), debtors and debtors-in-
possession in the above captioned cases (collectively, the "Debtors"), for entry of an
interim and final ordex under 11 U.S.C. §§ 105(a), 366, 503 and 507 (i) prohibiting
the Debtors' utility service providers (the "Utility Companies"), including but not
limited to the Utility Compames listed on Exhibit A attached hereto, from altering,
refusing or discontinuing services on account of outstanding prepetition invoices, and
Unless otherwise defined herein, all capitalized terms shall have the meaning
ascribed to them in the Motion.
(ii) establishing procedures for determining requests by the Utility Companies for
additional adequate assurance; and upon the Affidavit of Robert J. Kelly in Support
of Chapter 11 Petitions and First-Day Orders; the Court finds that (i) it has jurisdic-
tion over the matters raised in the Motion pursuant to 28 U.S.C. §§ 157 and 1334; (ii)
this is a core proceeding pursuant to 28 U.S.C: § 157(b)(2); (iii) the relief requested
in the Motion is in the best interests of the Debtors, their estates and their creditors;
(iv) proper and adequate notice of the Motion and the hearing thereon has been given
and that no other or further notice is necessary; and (v) upon the record herein after
due deliberation thereon good and sufficient cause exists for the granting of the relief
as set forth herein,
IT IS HEREBY ORDERED, ADIUDGED, AND DECREED THAT,
1. The Motion is GRANTED.
2. The Debtors shall pay on a timely basis in accordance with
their prepetition practices all undisputed invoices for postpetition utility services
provided by the Utility Companies to the Debtors.
3. Absent any further order of the Court, each of the Utility
Companies providing service to the Debtors, whether under direct relationship with
the Debtors or through the Debtors' landlords, including but not limited to the list of
Utility Companies contained in ~Exhibit A to this Order, are enjoined from (a)
altering, refusing, or discontinuing service to, or discriminating against the Debtors,
2
solely on the basis of the commencement of these cases or on account of any unpaid
invoice for service provided prior to the Petition Date or (b) requiring the payment of
a deposit or other security in connection with the Utility Company's continued
provision of utility services, including, but not limited to, the furnishing of gas, heat,
electricity, water, telephone, telecommunications, or any other utility of like kind.
4. The Debtors' record of payment in full of prepetition utility
bills and demonstrated ability to pay furore utility bills constitute adequate assurance
of future payment for utility services, pursuant to section 366(b) of chapter 11 of title
11 of the United States Code, 11 U.S.C. §§ 101-1330 (as amended, the "Bankruptcy
Code").
5. This Order is without prejudice to the rights of any of the
Utility Companies to make a request to the Debtors (a "Request") within twenty-five
(25) days of the date of service hereof (the "Request Deadline") for adequate assur-
ance in the form of deposits or other security. Any such Request must be in writing,
set forth the location for which the utility services are provided, and include a
payment history for the most recent six (6) months and a description of any prior
material payment delinquency or irregularity. Any Request received by the Debtors
after the Request Deadline or which otherwise fails to comply with this Order
(including failure to specify prior material delinquent or irregular payment) shall be
deemed untimely and invalid.
6. In the event the Debtors believe that a timely Request for
additional assurance made by any of the Utility Companies is unreasonable and no
consensual resolution of the Request is reached, the Debtors, upon the instruction of
the Utility Company, shall file a motion for determination of adequate assurance of
payment (the "Motion for Determination") within forty-five (45) days of such
instruction and set such matter for heating (the "Determination Hearing").
7. If a Determination Hearing is scheduled in accordance with
the immediately preceding paragraph, the Utility Companies shall be deemed to have
adequate assurance of paymem under section 366 of the Bankruptcy Code until an
order of the Court is entered in connection with such Determination Hearing, finding
that the Utility Company is not adequately assured of future payment.
8. Any Utility Company that does not timely request in writing
additional adequate assurance pursuant to the above procedures shall be deemed to
have adequate assurance under section 366 of the Bankruptcy Code.
9. Any Utility Company not listed on Exhibit A to this Order but
subsequently identified shall be served with a copy of this Order and be afforded
twenty-five (25) days from the date of service to request adequate assurance, if any,
from the Debtors. Such a request must otherwise comply with the requirements of
this Order or shall be deemed an untimely and invalid adequate assurance request.
4
10. Substantially contemporaneously with the service of the Order
as described above, the Debtors shall file with the Court a supplement to Exhibit A to
the Order adding the names of the additional Utility Compardes served, and this
Order shall be deemed to apply to such Utility Companies from the date of such
service, subject to a later order of the Court on a Motion for Determination, if any.
11. To the extent not previously served, service of this Order shall
be made on any Utility Company identified by the Debtors by first-class mail within
five (5) business days of the date of this Order.
Dated: Chicago, Illinois
____________,2003
ENTERED
APR - 7 2003
PAMELA S HOLLIS
BANKRUPTCY JUDGE
UNITED STATES BANKRUPTCY JUD(JE
5
355538-Chicago S2A
EXIlIBIT A
UTILITIES
Vendor Account Numbers
kLLIANT 5-5310-104046-01, 5-5310-201384-01, 5-5610-895532-01,
PO BOX 77004 5-5310-900626-01, 85-01-155-1696-02, 31-03-132-0930-01,
MADISON, WI 53707-1004 85-01-155-1695-02
AMEREN CIP 55370-01728, 81630-07225
CUSTOMER SERVICE
P O BOX 66878
ST LOUIS, MO 63166
AMERITECH 815 338-0717 112 2, 815 338-2280 771 8, 309 7924433 105
CUSTOMER SERVICE 3, 309 792--4435 105 1,815 282-0400 303 9, 309 T33-9960,
BILL PAYMENT CENTER 630 513-5215 235 8, 309 T37-0479, 815 432-5300 704 9, 309
CHICAGO, IL 60663-0001 T39-0342, 815 942-2374 869 6, 815 9334014 481 1,815
939-0385 481 7, 815 937-5855 478 7, 309 764-3192 800 1,
847 265-1700 945 0, 309 T39-0117, 309 794-1416 289 8,
309 794-1417 941 3, 309 794-1403 659 7, 630 896-2620 749
3, 630 896-5822 711 2, 630 963-6428 104 4, 815 485-6006
116 9, 815 485-4387 781 4, 815 485-6000 513 3, 217
546-2863 541 7, 630 369-8288 098 3,630 369-6759 410 4, 309
T39-0359, 847 742-8477 150 1,847 742-7321 152 7,
309 762-0890 286 8,309 762-6225 091 5, 815 399-7122 811
5, 815 399-3935 493 8, 815 625-6405 362 7, 815 626-1598
713 7, 815 625-0662 362 8, 630 552-8737 504 8, 630
552-8326 983 1,217 T39-1620, 630 551-0295 204 8, 815
385-1430 822 1,815 385-1098 026 2, 815 223-5607 608 5,
815 224-3813 287 1,815 625-6604 241 2, 815 625-0773 241
0, 309 787-4319 871 9, 309 787-4019 529 6, 309 7874693
336 9, 815 725-1591 259 8, 815 725-6436 857 7,
708 481-5544 585 2, 708 481-2190 128 5, 815 434-2001 427
2, 815 433-0419 650 1,217 4294998 555 0, 217 428-1778
434 2, 2t7 424 2346 769 1,630 898-5100 142 9, 630
898-9453 142 4, 630 898-0376 545 1,630 357-0870 761 2,
630 357-2000 216 6, 630 357-5049 660 1,630 357-0920 861
0, 630 690-0490 088 4, 630 260-0080 913 1,630 690-0281
375 8, 815 459-1066 865 4, 815 459-1159 308 3, 815
ZIM-1076, 217 877-2399 658 1,217 442-5575 199 8, 708
Z51-1040, 217 529-8269 415 7, 217 529-8450 495 8, 815
398-0440 960 2, 815 398-1472 856 1
AQUILA 9445365107, 5393373223, 3946418900
CUSTOMER SERVICE
P. O. BOX 219703
KANSAS CITY, MO
64121-9703
ARCH WIRELESS 2981239-3
CUSTOMER SERVICE
P O BOX 660770
DALLAS, TX 75266-0770
AT&T 020 664 5040 001
CUSTOMER SERVICE
PO BOX 9001307
LOUISVII J,E, KY 0290-1307
BURLINGTON MUN WATER- 5-08577
WORKS
PO BOX 786
BURLINGTON, IA 52601
CENT IL LIGHT CO 7619402977
CUSTOMER SERVICE
PO BOX 2551
DECATUR, 1L 62525
CILCO 8933420545
CUSTOMER SERVICE
PO BOX 2551
DECATUR, IL 62525
CITY OF AURORA 99375-35525, 99379-30700
44 B DOWNERS PL
AURORA, IL 60507
CITY OF BELVII)ERE 0010070000
WATER & SEWER DEPT
BELVIDERE, IL 61008
CITY OF BETTENDORF 9962131100
1609 STATE STREET
BETTENDORF, IA 52722
CITY OF CLINTON 3-0821-00
CITY CLERKS OFFICE
CLINTON, IA 52732
CITY OF CRYSTAL LAKE 02-38-00975-1
PO BOX 597
CRYSTAL LAKE, IL 60014
CITY OF DAVENPORT 83480, 161201, 322, 174
PO BOX 8003
DAVENPORT, IA 52801
CITY OF DECATUR 76006690, 39663370
ONE CMC CENTER PLAZA
DECATUR, IL 62523
CITY OF DEKALB 19-2915-0001-00, 30-5026-0001-00
200 S FOURTH ST
DEKALB, IL 60115
CITY OF DUBUQUE 4036-1340-00, 2019-1190-00, 1014-0020-00
PO BOX 1063
DUBUQUE, IA 52004
CITY OF ELGIN 27450-12028
150 DEXTER CT
ELGIN, IL 60120
CITY OF GALESBURG 0206981341001, 0206293000001
TREASURERS OFFICE
55 W TOIvipKINS ST
GALESBURG, 1L 61402
CITY OF IOWA CITY 00342001
410 E WASHINGTON ST
IOWA CITY, IA 52240
CITY OF JACKSONVILLE 049-3622-00-00
MUNICIPAL BLDG
JACKSONV~I,!,F-: IL 62650
CITY OF JOLIET 68987-215710, 68989-215720
150 W JEFFERSON ST
Murdcpal Services
JOLIET, IL 6O432
CITY OF KEWANEE 222-32380-00
WATER & SEWER DEPT
KEWANEE, IL 61443
CITY OF MACOMB EAGLEF0001
BOX 377
MACOMB, IL 61455
CITY OF MCHENRY 1036440020
333 S GREEN ST
MCHENRY, IL 60050
3
CITY OF MILAN (VILLAGE 1 1533
OF)
321 W SECOND AVE
VILLAGE CLERK OFFICE
MILAN, 1L 61264
CITY OF MOLINE 280635-2174020, 212665-2031220
1616 6TH AVE
MOLINE, IL 61265
CITY OF MORRIS 2203104-00
220 W MAIN ST
FIKST MIDWEST BANK
MORRIS, IL 60450
CITY OF NAPERVILLE 4060144536, 4060140110, 4059940108
CUSTOMER SERVICE
?O BOX 3020
NAPERV1LLE, IL 60566
CITY OF OTTAWA 140845000
301 W MADISON ST
OTTAWA, IL 61350
CITY OF PERU 0010003000
CUSTOMER SERVICE
1727 FOURTH ST
PO BOX 299
PERU, IL 61354
CITY OF PLA_NO 799-01028-00
I01 W MAIN
PLANO, IL 60545
CITY OF ROCK FALLS 2609400020
CUSTOMER SERVICE
1009 SEVENTH AVE
ROCK FALLS, IL 61071
CITY OF ROCK ISLAND 14768-315-1895-1
CITY COLLECTOR OFFICE
CITY HALL
ROCK ISLAND, IL 61201
CITY OF ROCKFORD 200-061700-00, 023-005000-00, 200-041700-00,
PO BOX 1221 065-094824-00, 0760693000-01, 0760693010-01,
PAYMENT CTR 200-037800-00, 057-068000-00
ROCKFORD, IL 61105
4
CITY OF SPRINGFIELD 09-403-6204-02-01, 16-624-7090-03-01, 09-124-1753-01-01,
CUSTOMER SERVICE 09-403-6200-03-01
DEPT OF WATER LIGHT
POWER
SPRINGFIELD, IL 62757
CITY OF ST CHARLES 4-38-8431462, 3-34-84314-12
CUSTOMER SERVICE
TWO E MAIN ST
ST CHARLES, IL 60174
CITY OF STERLiNG FIRE 0075503002
PROTECTION
CITY CLERK OFFICE
STERLiNG, IL 61081
CITY OF WATSEKA 9A02209000
231 E OAK ST
WATSEKA, IL 60970
CITY OF WOODSTOCK 0112568000-00
121W CALHOUN ST
WOODSTOCK, IL 60098
COMMONWEALTH EDISON 0959220001, 0287071005, 0707039003, 1043124000,
DEBBIE SULLIVAN 095966005, 0707473005, 0959659002, 1913094006,
PO BOX 805376 0959658005, 0959789005, 0707022008, 0453161012,
CHICAGO, IL 60690 0707565008, 0707038006, 1043129005, 0959788008,
0959787001, 0287201003, 0707468004, 09599379009,
0707043007, 0707033001, 0287077007, 0959791005,
[043165001, 1043127001, 0623618002, 7763213008
CONSUMERS IL WATER 71203468-01, 71165671-01, 71165663-01, 61125132-01,
PO BOX 130 80090609-01
DANV~I.I,R, IL 60901
DIXON WATER DEPT 0213305005, 0350739000
PO BOX 386
DIXON, IL 61021
EAST MOLINE UTILITIES 50-0541
915 16TH AVE
MUNICIPAL BLDG
EAST MOLINE, IL 61244
FOX METRO WATER M03-0853, A91-5950, A09-4550
RECLAM DIST
PO BOX 109
MONTGOMERY, IL 60538
FREEPORT WATER/SEWER 0760295100-02, 0760295000-02
230 W STEPHENSON ST
FREEPORT, IL 61032
GALLATIN RIVER 101403-084303, 101403-007459, 101402-059799,
CUSTOMER SERVICE I01402-058364
P.O. BOX 1800
GALESBURG, IL 61402
GENESEO MUN UTILITIES 1407111300,3407111400
101 S STATE ST
GENESEO, IL 61254
'L AMERICAN WATER 09-0004281-3, 09-0418193-0, 09-0414858-2
PO BOX 2537
DECATUR, IL 62525-2537
ILLINOIS POWER CO 1413766061, 3398202486, 0806136970, 4884907666,
CUSTOMER SERVICE . 2707238651, 5191793606, 6060795455, 3055611163,
PO BOX 2522 i249340534, 8388834846
DECATIIR, IL 62525
IOWA AIvlERICAN WATER 230-05001475-00-0, 230-00t40484-01-0, 230-05001929-003,
PO BOX 2565 230-99621311-001,230-05000376-01-2, 230-00160916-034,
DECATUR, IL 62525-2565 18000740057005, 18000030821006, 230-00141198-00,
230-05000317-005, 230-05000306-008, 230-00121160-002
MCI WORLDCOM M0007190
AUDREY CARTER
P O BOX 93372
CHICAGO, IL 60673-7372
MCI WORLDCOM BILL ID g01746503/ACCT # N2974759
AUDREY CARTER
PO BOX 73881
CHICAGO, IL 60673
MCI WORLDCOM CUST #01900270
AUDREY cARTER
PO BOX 73468
CHICAGO, IL 60673
MCI WORLDCOM BILL ID gY0870522, BILL ID #Y0730468
AUDREY CARTER
PO BOX 371322
PITTSBURG, PA 15250
6
MIDAMERICAN ENERGY 46860-67025, 72930-67020, 87450-63025, 91030-67020,
TOM HOUSE 19400-83058, 13680-62002, 42570-64033, 13851-17024,
PO BOX 8019 16100-86026, 00440-63023, 91620-69025, 45920-70027,
DAVENPORT, IA 52808 73940-63037, 60390-62033, 59970-62024, 55980-62025,
67020-58026, 38280-71021, 03071-07017, 37651-14012,
33390-95019, 19400-83058, 42360-64070, 05510-98011,
55210-84027, 34420-86023, 00771-69013, 38490-71022,
70020-73025, 73940-63037, 60390-62040, 55770-62024,
00070-96031
MOLINE DISPATCH 17699
CUSTOMER SERVICE
1720 FIFIIt AVE
MOLI/qE, IL 61265
MONTGOMERY WATER 100-00853-00
1300 S BROADWAY
MONTGOMERY, IL 60538
MONTGOMERY WATER 100-01618-00
FIRE
1300 S BROADWAY
MONTGOMERY, IL 60538
NICOR 5-34-87-9531, 3-04-03-9502, 8-07-06-9631, 3-05-73-9561,
NANCY THEODARAKIS 6-34-32-9552, 5-16-01-9681, 614019580, 6-14-36-9591,
75 REMITTANCE DR 502219561, 5-18-02-9532, 5-05-90-9511 6, 8-17-63-9541,
SUITE 1164 832319552, 832319542, 3-08-79-9512, 319249867,
CHICAGO, IL 60675-1164 6-22-19-9541, 3-02-79-9501, 5-34-58-9521, 8-17-20-9572,
8-39-71-9521, 3-20-90-9503, 5-32-86-9631, 8-23-68-9522,
6-05-13-9521, 6-34-47-9501, 3-20-94-9521, 3-19-87-9521,
5-03-90-9521, 6-24-78-9541, 8-28-65-9501, 8-37-35-9571,
8-26-16-9541, 8-20-22-9571, 6-09-49-9521
NICOR 6-06-50-14612, 3-02-79-2704, 3-16-31-0081, 3-20-97-9572,
NANCY THEODARAKIS 5-21-54-2470 5
PO BOX 416
AURORA, IL 60568-0001
PRINCETON MUN' UTILITY 950-1550-01,960-0350, 960-0350-01
CUSTOMER SERVICE
2 S MAIN
PRINCETON, IL 61356
QWEST 60038479
CUSTOMER SERVICE
PO BOX 856169
BUSINESS SERVICES
LOUISVILLE, KY 40285-6169
7
QWEST 563 322-2417 042, 563 322-2019 B001042,
CUSTOMER SERVICE 563 556-3785 498, 563 582-5108 B001497,
PO BOX 1301 563 449-9899 680, 563 449-0006 211,
MINNEAPOLIS, MN 563 388-7206 518, 563 583-8585 504,
55483-0001 563 557-8972 143,319 338-9423 504,
319 354-2341 422, 563 242-8821 695,
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563 359-4171 654, 563 355-5979 236,
563 583-8104 807, 563 557-9218 039,
~63 583-1662 309
ROCHELLE MIJN UTILITiES 8874, 336
PO BOX 456
ROCIq'~I J,l~, IL 61068
ROCK RIVER WATER REC- 023005011, 0650948NR, 0570680R
I~MATION
PO BOX 6207
ROCKFORD, IL 61125
SEWAGE SYSTEM 2952
PO BOX 509
LINCOLN, IL 62656
TOWN OF NORMAL 22897-2526
100 E PHOENIX
NORMAL, IL 61761
VERIZON 12 3753 2742276157 03, 12 1575 2716112231 06,
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12 3163 2725142512 02, 12 3603 2723275949 05,
12 3603 2732072591 06, 12 3753 2735129748 09
VERIZON WIRELESS 501156727
HENRY HALL
PO BOX 790406
ST LOUIS, MO 63179-0406
VILLAGE OF CAROL 302-0035-00-00
S~
500 N GARY AVE
CAROL STREAM, IL 60188
8
VILLAGE OF LINI)~T 30115150000
2301 E SAND LAKE RD
LINDENHURST, IL 60046
VILLAGE OF MILAN 111545, 111546, 1532, 1545, 1546, 1547, 1548, 1549
VILLAGE CLERK OFFICE
MILAN, IL 61264
VILLAGE OF NEW LENOX 220-0044-00-00
701 W HAVEN AVE
NEW LENOX, IL 60451
VILLAGE OF RICHTON 706-9149-00-00
PARK
4045 SAUK TR
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ROSELLE, IL 60172
VILLAGE OF WESTMONT 000400335000
31 W QUINCY STREET
WESTMONT, IL 60559
WHEATON SANITATION 0900173000
PO BOX 626
WHEATON, IL 60189
9
347991X~hicago S1A
UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF ILLINOIS SERVICE
APR 0 7 2003
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
In re:
EAGLE FOOD CENTERS, INC.,
Debtors.
Case No. 03-_____( )
(Jointly Administered)
Chapter 11
Hon. ·
Hearing Date:
Hearing Time:
NOTICE OF MOTION
PLEASE TAKE NOTICE THAT on April 7, 2003, the Debtors' filed this
Motion for Entry of Interim and Final Orders Pursuant to 11 U.S.C. §§ 105(a),
366, 503 and 507 of the Bankruptcy Code (I) Prohibiting Utilities From Alter-
ing, Refusing or Discontinuing Services on Account of Prepetition Invoices and
(II) Establishing Procedures for Determining Requests for Additional Assur-
ance.
Dated: April 7, 2003
CD
Respectfully Submiued,
By:
John Wm. Butler, Jr. (ARDC No. 06209373)
George N. Panagakis (ARDC No. 06205271)
Ron E. Meisler (AP, DC No. 06270262)
SKADDEN, ARPS, SLATE. MEAGHER
& FLOM (ILLINOIS)
333 Wesl Wacker Drive. Suite 2100
Clficago. lllinois 60606-1285
(312) 407-0700
Attorneys for Debtors and
Debtors-in-Possession
UNITED STATES BANKRUPTCY
NORTHERN DISTRICT OF ILLINOIS
APR 0 7 003
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTER DIVISION
In re:
EAGLE FOOD CENTERS, INC.,
et al_.,
Debtors.
) CaseNo. 03-15299 (PSH)
) (Jointly Administered)
) Chapter 11
) Hon. pamela S. Hollis
) Hearing Date: 3:00 p.m. (Central Time)
) Heating Time: April 7.2003
)
MOTION FOR ENTRY OF INTERIM AND FINAL ORDERS PUR-
SUANT TO 11 U.S.C. §§ 105(a), 366, 503, AND 507 OF THE BANK-
RUPTCY CODE (i) PROHIBITING UTILITIES FROM ALTERING,
REFUSING OR DISCONTINUING SERVICES ON ACCOUNT OF
pREPETITION INVOICES AND (II) ESTABLISHING PROCEDURES
FOR DETERMINING REQUESTS FOR ADDITIONAL ASSURANCE
Eagle Food Centers, Inc. ("Eagle Foods") and four of its subsidiaries
and affiliates (the "Affiliate Debtors"), the debtors and debtors-in-possession in the
above captioned cases (collectively, the "Debtors"), hereby move (the "Motion") this
Court for entry of interim and final orders pursuant to 11 U.S.C. §§ 105(a), 366, 503
and 507 (i) prohibiting utilities fi-om altering, refusing or discontinuing services on
account ofprepetition invoices, and (ii) establisking procedures for determining
requests for additional adequate assurance. In support of this Motion, the Debtors
rely on the Affidavit of Robert J. Kelly in Support of Chapter 11 Petitions and First
Day Orders, sworn to on April 7, 2003. In further support of this Motion, the
Debtors respectfully represent as follows:
BACKGROUND
A. The Chapter 11 Filings
1. On April 7, 2003 (the "Petition Date"), each of the Debtors
filed a voluntary petition in this Court for reorganization relief under chapter 11 of
title 11 of the Urdted States Code, 11 U.S.C. §§ 101-1330 (as amended, the "Bank-
mptcy Code"). The Debtors continue to olSerate their business and manage their
properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the
Bankruptcy Code. The Debtors have moved tiffs Court for an order for joint admin-
istration of these chapter 11 cases.
2. No creditors' committee has yet been appointed in these cases.
No trustee or examiner has been appointed.
3. The Court has jurisdiction over this matter pursuant to 28
U.S.C. §§ 157 and 1334. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.
This matter is a core proceeding pursuant to 28 U.S.C. § 157(b)(2).
4. The statutory predicates for the relief requested herein are
sections 105(a), 366, 503, and 507 of the Bankruptcy Code.
2
B. Current Business Operations of the Debtors
5. Eagle Foods and four of its subsidiaries and affiliates1 are a
regional supermarket chain operating 61 supermarkets in northern and central Illinois
and eastern Iowa, 60 of which operate under the trade name "Eagle Country Market"
and one which operates under the trade name "BOGO's." The Eagle Country
Markets offer a full line of groceries, meats, flesh produce, dairy products, delicates-
sen and bakery products, health and beauty aids and other general merchandise and,
in certain stores, service seafood, prescription medicine, video rental, floral service,
in-store banks, dry-cleaners and coffee shops. The BOGO's store offers a limited
assortment of approximately 2,000 stock-keeping units of groceries, produce, meat,
health and beauty aids, and general merchandise.
6. The Debtors' corporate headquarters and distribution center are
located in Milan, Illinois. The Debtors supply approximately 75% of their stores'
inventory flom the distribution center, with the stores' remaining inventory delivered
directly fi:om vendors.
7. As of the Petition Date, the Debtors employed approximately
3,550 people, 43% of whom are employed on a full-time basis. Approximately 3,300
of the Debtors' employees are unionized, represented by the United Food and
Eagle Foods also wholly owns Talon Insurance Company, Inc. ("Talon"), a
Vermont corporation, which was established as Eagle Foods' captive insur-
ance company. Talon is not a debtor in these cases.
Commercial Workers ("UFCW") and the Imemationat Brotherhood of Teamsters
("IBT") pursuant to 15 collective bargaining agreements (collectively, the "Collective
Bargaining Agreements") with seven separate local unions of the UFCW and IBT.
C. Events Leading to the Chapter 11 Filings
8. Eagle Foods emerged from chapter 11 approximately 3 years
ago, following the completion ora largely pre-negotiated financial restructuring. As
a result of that restructuring, Eagle Foods' capital structure is currently comprised of
(i) a $50 million revolving credit facility (the "Prepetition Facility") with Congress
Financial Corporation (Central) ("Congress"), of which approximately $26 million is
outstanding as of the Petition Date, (ii) a $85,000,000 bond issue of 11% Senior
Notes that are due April 15, 2005 (the "Senior Notes"), of which approximately $64
million in principal is still outstanding and (iii) 3.1 million shares of common stock,
outstanding as of February, 2003.
9. Since its initial restructuring efforts, Eagle Foods has faced
new threats from increased competition, rising costs in connection with its unionized
labor, significant cash outlays to cover interest expense from its outstanding Senior
Notes, and recessmnary economy. As a result, Eagle Foods' overall cost of doing
business increased and the company is now facing a liquidity crisis.
10. In addition, due to adverse conditions, during the third fiscal
quarter of 2002, Eagle Foods became concerned that it may violate a covenant under
its Prepetition Facility. In particular, the Prepetition Facility contams a financial
covenant requiring Eagle Foods to maintain an "Adjusted Net Worth" (as defmed in
the Prepetition Facility) of $3.0 million. As a precaution, Eagle Foods and Congress
entered into a limited waiver agreement, effective as of November 1,2002, which
waived the Adjusted Net Worth covenant until February 1, 2003, which was subse-
quently extended to April 5, 2003 (the "Waiver"). Moreover, the Debtors' Senior
Notes reqmre an interest payment of approximately $3.5 million on April 15, 2003.
Accordingly, the current liquidity crisis combined with the upcoming expiration of
the Waiver, the Debtors' onerous cost structure, and the slow economic climate has
forced Eagle Foods to file for chapter 11 protection.
11. Notwithstanding the circumstances that contributed to the
current situation, the Debtors are embarking upon this restructuring in order to create
financial flexibility for future operating requirements and capital expenditures. In
preparations for these chapter 11 filings, the Debtors, together with their outside
advisors, have identified numerous strategic opportunities to maxamize value for
their creditors and estates. While the Debtors are hopeful to emerge as a reorganized
company, the Debtors, in their business judgment, are evaluating all possible
strategic alternatives, including the possible sale of some or all of its assets.
5
RELIEF REQUESTED
12. By this Motion, the Debtors request the Court to enter an order
providing that Utility Companies (as defined below) are prohibited from altering,
refusing or discontinuing services to, or discriminating against, the Debtors on the
basis of the commencement of these cases or on account of any unpaid invoice for
service provided prior to the Petition Date.
13. Additionally, the Debtors request that the order provide that
any Utility Company seeking adequate assurance from the Debtors (a "Request") in
the form of a deposit or other security be required to make such a Request in writing,
setting forth the location for which utility services were provided. The Utility
Compames shall be afforded twenty-five (25) days fi.om the date of service of an
order entered by this Court pursuant to this Motion to make a Request, if any, to the
Debtors for additional adequate assurance (the "Request Deadline"). The Debtors
further request that any requesting Utility Company include in that Request a
payment history for the most recent six (6) months and a description of any prior
material payment delinquency or irregularity.
14. The Debtors also request that if the Debtors are unable to
resolve the Request consensually with the Utility Company, then upon the instruction
of the Utility Company and a determination by the Debtors that the Request is
unreasonable, the Debtors shall file a motion for determination of adequate assurance
of payment (the "Determination Motion") and set such Motion for hearing (the
"Detennination Hearing") within forty-five (45) days after the date of such instruc-
tion, unless another hearing date is agreed to by the parties or ordered by the Court.
15. Under the requested order, if a Determination Motion is filed
or a Determination Hearing scheduled, the Debtors request that Utility Company be
deemed to have adequate assurance of payment under section 366 of the Bankruptcy
Code until this Court enters a final order finding that the Utility Company is not
adequately assured of future payment.
16. Finally, the Debtors request that the order provide that any
Utility Company that does not timely request in writing additional adequate assur-
ance pursuant to the above procedures be deemed to have adequate assurance under
section 366 of the Bankruptcy Code.
17. Pursuant to the proposed order accompanying this Motion, the
Debtors propose m provide notice and a copy of the order granting this Motion to ali
Utility Companies presently on Exhibit A to the proposed order, and, in the event
that an additional Utility Company is subsequently identified, notice shall be pro-
vided to such later identified Utility Company. Further, Debtors shall be authorized
to supplement the list of Utility Companies in Exhibit A to add Utility Companies
subsequently discovered. Any Utility Company not presently contained within the
list attached as Exhibit A, but subsequently identified and served, shall be afforded
twenty-five (25) days fi.om the date of such service to make a Request, if any, to the
Debtors for additional adequate assurance.
BASIS FOR RELI~EF
18. In the normal conduct of their business operations, the Debtors
use electricity, gas, water, telephone, telecommunications, and other utility services
(collectively, the "Utility Services") provided by approximately one hundred utility
companies (the "Utility Companies"), including those contained in the list attached as
Exhibit A to the proposed order. The Utility Compames service the Debtors'
corporate headquarters, as well as their stores and distribution center. The Debtors'
entire business operations depend upon uninterrupted service for their continued
operation and to preserve the value of their assets.
19. Of primary importance to the Debtors is continued electric
service. The Debtors' facilities are dependent on electricity for processing and
preparing meat, bakery and deli items, filling pharmacy prescriptions and for cooling
and freezing certain food products. The Debtors computerized network systems run
on electricity, and those systems control inventory, transmit sales and receivables,
monitor information, and fully integrate all the Debtors' operations at all their
facilities. In addition, all such facilities are dependent on electricity for lighting and
general office use. Accordingly, in the absence of continued electric service, the
Debtors' operations would be severely disrupted.
8
20. The Debtors are similarly dependent on the continuation of
other utility services, including telephone, water and gas. For example, maintenance
of telephone service is imperative because the Debtors use telephones to communi-
cate with customers, vendors and headquarters and to process customer prescription
claims. Continued water serrate is necessary for food processing and to maimain
sanitary lavatory facilities for employees and customers. Finally, maintenance of gas
service is essential to provide heat to many of the Debtors' facilities and to process
certain bakery and deli items.
21. The Debtors submit that the administrative expense priority
provided pursuant to sections 503(b) and 507(a)(1) of the Bankruptcy Code, the
Debtors' prepetition payment history, and the Debtors' proposed debtor-in-possession
financing, adequately assure continued payment for utility services provided by the
Utility Companies without the need for deposits or other security. In particular, the
Debtors have, or will continue to have, sufficient funds from operations and the
terms of the proposed debtor-in-possession financing to make timely postpetition
payments to all Utility Companies.
APPLICABLE AUTHORITY
22. Section 366 of the Bankruptcy Code provides as follows:
(a) Except as provided in subsection (b) of this section, a
utility may not alter, refuse, or discontinue service to, or discriminate
against, the trustee or the debtor solely on the basis of the commence-
ment ora case under this title or that a debt owed by the debtor to
9
such utility for service rendered before the order for relief was not
paid when due.
(b) Such utility may alter, refuse, or discontinue service if
neither the trustee nor the debtor, within 20 days after the date of the
order for relief, furnishes adequate assurance of payment, in the form
ora deposit or other security, for service after such date. On request
of a party in interest and after notice and a hearing, the court may
order reasonable modification of the mount of the deposit or other
security necessary to provide adequate assurance of payment.
11 U.S.C. § 366.
23. Thus, section 366 protects a debtor against termination of its
utility service immediately upon the commencement of its chapter 11 case, while
simultaneously providing utility companies with adequate assurance of payment for
postpetition utility service. See H.R. Rep. No. 595, 95th Cong., 1st Sess. 350,
reprinted in 1978 U.S.C.C.A.N. 6306.
24. Whether a utility is subject to an unreasonable risk of nonpay-
ment for postpetition services and whether, therefore, it is entitled to receive a new
deposit must be determined from the facts and circumstances of each case. See
Massachusetts Elec. Co. v. Keydata Corp. (In re Keydata Corp.), 12 B.R. 156 (B.A.P.
1981); see also In re Woodland Corp., 48 B.R. 623 (Bankr. D.N.M. 1985).
25. Absent a pre-bankruptcy default, section 366(b) of the
Bankruptcy Code does not require a debtor to provide deposits and/or other security
to utility companies as adequate assurance ofpaymem. Indeed, Congress recognized
that "[i]t will not be necessary to have a deposit in every case" to provide adequate
10
assurance. H.R. Rep. No. 595, 95th Cong., 1st Sess. 350, reprinted in 1978
U.S.C.C.A.N. 6306. See also In re Penn Jersey Corp., 72 B.R. 981,986 (Bankr. E.D.
Pa. 1987) (utility company's request for additional security denied when debtor had
not been delinquent in payment of utility bill before bankruptcy); In re Shirey, 25
B.R. 247, 249 (Bankr. E.D. Pa. 1982) ("section 366(b} of the Code does not permit a
utility to request adequate assurance of payment for continued services unless there
has been a default by the debtor on a prepefition debt owed for services rendered");
In re D~anp, 22 B.R. 331,332 (Bankr. E.D. Pa. 1982) ("where the debtor has a
history of prompt and complete payment, in addition to being completely current in
the prepetifion utility payments, a cash deposit would be unnecessary"). Courts in
this District in other large chapter 11 cases have routinely granted the same or similar
relief to chapter 11 debtors. See, e.g., Kmart Corporation, et al., Case No. 02-02474
(SPS) (Bankr. N.D.Ill. Jan. 25, 2002); Comdisco. Inc., er al., Case No. 01-24795
(RB) (Bankr. N.D.Ill. July 17, 2001); In re Outboard Marine Corporation, Case No.
00-37405 (Bankr. N.D. Ill. December 22, 2000); In re Mercury Finance Company,
Case No. 98-20763 (Bankr. N.D. Ill. July 6, 1998).
26. Prior to the Petition Date, the Debtors paid the Utility Compa-
nies' bills consistently and on a regular basis. Further, the Debtors are unaware of
any outstanding defaults or arrearages of any significance with respect to any bill for
utility service. Thus, the Debtors believe that any Utility Company seeking a deposit
11
from any of the Debtors is doing so in accordance with a "per se" policy followed
when one of its customers files a petition for relief under the Bankruptcy Code.
27. However, section 366 contemplates that a utility must receive
assurance of payment which is sufficient given the debtors' financial situation.
Indeed, courts have recognized that no deposit is required when (i) the debtor has a
history of prompt and complete utility payments, (ii) the debtor owes insignificant, if
any, amounts for prepetition utility serwces, (iii) an adminislrative expense priority is
granted to the utility, and (iv) the debtor has substantial and liquid assets. For
example, in In re Penn Jersey Corporation, 72 B.R. 981, a utility company sought a
security deposit from a chapter 11 debtor in an amount equal to twice the debtor's
average monthly bill. In rejecting the utility's request for a deposit, the court con-
cluded as follows:
We believe that situations exist where the debtor should not be
obliged to do anything -- except, of course, to maintain postpetition
payments -- to continue to have a right to receive postpetition utility
service. The situation which quickly comes to mind as an example..
. is where the debtor is not and has not been delinquent in payment of
utility bills pre-petition· This situation has beton before this Court
frequently, and the results have uniformly been that no deposit is
necessary ....
Penn Jersey. 72 B.R. at 986. See also In re Utica Floor Maintenance, Inc., 25 B.R.
I010, 1018 (N.D.N.Y. 1982)(where the debtor "has a sufficiently substantial and
liquid estate, no further security [other than an administrative claim] is required").
12
28. In other large, complex chapter 11 cases, this Court recognized
that deposits are not warranted under circumstances such as those facing the Debtors
in these cases and authorized procedures similar to those requested in this Motion.
See, Conseco, Inc., Case No. 02-49672 (CAD) (Bankr. N.D.Ill. Dec. 18, 2002); UAL
Corp., Case No. 02-48191 (ERW) (Bankr. N.D.Ill. Dec. 11, 2002); Kmart Corpora-
tion, et al..., Case No. 02-02474 (SPS) (Bankr. N.D.II1. Jan. 25, 2002); Comdisco Inc..
Case No. 01-24795 (RB) (Bankr. N.D. BI. July 17, 2001).
29. Here. the Debtors' history of payment in full to the Utility
Compames, coupled with their demonstrated ability to pay future utility bills from
ongoing operations and postpetition financing, constitute adequate assurance of
payment for future utility services within the meaning of section 366 of the Bank-
ruptcy Code. The fact that the Debtors have sufficient assets to pay their
posrpetition costs of admirdsu-ation on a timely basis and will continue to pay their
utility bills as they become due provide adequate assurance of future payment
without the need to provide additional security deposits, bonds or any other payments
to the Utility Companies.
30. The Debtors will serve a copy of the proposed order, once
entered, upon each Utility Company, thereby notifying them of their rights. That
proposed order also auuhorizes the Debtors to provide notice and a copy of the order
to Utility Companies not presently on Exhibit A. It provides that a Utility Company
13
so served is subject to the scope of the order from the date of service and is afforded
twenty-five (25) days from the date of such service to make a request, if any, to the
Debtors for additional adequate assurance.
31. Any Utility Company not listed on Exhibit A to the proposed
order but subsequently identified shall be served with a copy of this order and be
afforded twenty-five (25) days from the date of service to request adequate assurance,
if any, from the Debtors. Such a request must otherwise comply with the require-
ments of the order or shall be deemed an untimely and invalid adequate assurance
request.
32. Contemporaneously with the service of the order as described
above, the Debtors will file with the Court a supplement to Exhibil A to the order
adding the name of any new Utility Companies so served.
33. No previous request for the relief sought in this Motion has
been made to this Court or any other court.
14
WHEREFORE, the Debtors respectfully request that the Court enter
an order pursuant to 11 U.S.C. § § 105(a), 366, 503 and 507 (i) prohibiting Utility
Companies from altering, refusing or discontinuing serrates on account of
prepetition invoices, (ii) establishing procedures for determining requests for
additional adequate assurance of payment and (iii) granting such other and further
relief as is just and proper.
Dated: Chicago, Illinois
April 7, 2003
Respectfully Submitted,
John Wm. Butler, Jr. (ARDC No. 06209373)
George N. Panagakis (ARDC No. 06205271)
Ron E. Meisler (AR_DC No. 06270262)
SKADDEN, ARPS, SLATE, MEAGHER
& FLOM (ILLINOIS)
333 West Wacker Drive, Suite 2100
Chicago, Illinois 60606-1285
(312) 407-0700
Attorneys for Debtors and
Debtors-in-Possession
35553742hicago S2A 1 5
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DMSION
In re:
EAGLE FOOD CENTERS, INC.,
Debtors.
) Case No. 03-15299 (PSH)
) (Jointly Administered)
) Chapter 11
) Hon. Pamela S. Hollis
) Hearing Date: 3:00 p.m. (Central Time)
) Heating Time: April 7, 2003
INTERIM AND FINAL ORDER PURSUANT TO 11 U.S.C.
§§ 105, 503(b), 507(a) AND 366 (I) PROHIBITING
UTILITIES FROM ALTERING, REFUSING OR DISCONTINUING
SERVICES ON ACCOUNT OF PREPETITION INVOICES
AND (II) ESTABLISHING PROCEDURES FOR DETERMINING
REQUESTS FOR ADDITIONAL ADEQUATE ASSURANCE
This matter having come before the Court on the motion, dated
April 7, 2003 (the "Motion")1, of Eagle Food Centers, Inc. ("Eagle Foods") and four
of its subsidiaries and affiliates (the "Affiliate Debtors"), debtors and debtors-in-
possession in the above captioned cases (collectively, the "Debtors"), for entry of an
interim and final order under 11 U.S.C. §§ 105(a), 366, 503 and 507 (i) prohibiting
the Debtors' utility service providers (the "Utility Companies"), including but not
limited to the Utility Companies listed on Exhibit A attached hereto, from altering,
refusing or discontinuing services on account of outstanding prepetifion invoices, and
1 Unless otherwise defined herein, all capitalized terms shall have the meaning
ascribed to them in the Motion.
(ii) establishing procedures for determining requests by the Utility Companies for
additional adequate assurance; and upon the Affidavit of Robert J. Kelly in Support
of Chapter 11 Petitions and First-Day Orders; the Court finds that (i) it has jurisdic-
tion over the matters raised in the Motion pursuant to 28 U.S.C. §§ 157 and 1334; (ii)
this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); (iii) the relief requested
in the Motion is in the best interests of the Debtors, their estates and their creditors;
(iv) proper and adequate notice of the Motion and the hearing thereon has been given
and that no other or further notice is necessary; and (v) upon the record herein after
due deliberation thereon good and sufficient cause exists for the granting of the relief
as set forth herein,
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT,
1. The Motion is GRANTED.
2. The Debtors shall pay on a timely basis in accordance with
their prepetition practices all undisputed invoices for posrpetition utility services
provided by the Utility Companies to the Debtors.
3. Absent any further order of the Court, each of the Utility
Companies providing servme to the Debtors, whether under direct relationship with
the Debtors or through the Debtors' landlords, including but not limited to the list of
Utility Companies contained in Exhibit A to this Order, are enjoined from (a)
altering, refusing, or discontinuing service to, or discriminating against the Debtors,
2
solely on the basis of the commencement of these cases or on account of any unpaid
invoice for service provided prior to the Petition Date or (b) requiring the payment of
a deposit or other security in connection with the Utility Company's continued
provision of utility services, including, but not limited to, the furnishing of gas, heat,
electricity, water, telephone, telecommunications, or any other utility of like kind.
4. The Debtors' record of payment in full ofprepetifion utility
bills and demonstrated ability to pay future utility bills constitute adequate assurance
of future payment for utility services, pursuant to section 366(b) of chapter 11 of title
11 of the United States Code, 11 U.S.C. §§ 101-1330 (as emended, the "Bankruptcy
Code").
5. This Order is without prejudice to the rights of any of the
Utility Companies m make a request to the Debtors (a "Request") within twenty-five
(25) days of the date of service hereof (the "Request Deadline") for adequate assur-
ance in the form of deposits or other security. Any such Request must be in writing,
set forth the location for which the utility services are provided, and include a
payment history for the most recent six (6) months and a description of any prior
material payment delinquency or irregularity. Any Request received by the Debtors
after the Request Deadline or which otherwise fails to comply with this Order
(including failure to specify prior material delinquent or irregular payment) shall be
deemed untimely and invalid.
3
6. In the event the Debtors believe that a timely Request for
additional assurance made by any of the Utility Companies is unreasonable and no
consensual resolution of the Request is reached, the Debtors, upon the instruction of
the Utility Company, shall file a motion for determination of adequate assurance of
payment (the "Motion for Determination") within forty -five (45) days of such
instruction and set such matter for hearing (the "Determination Hearing").
7. If a Determination Hearing is scheduled in accordance with
the immediately preceding paragraph, the Utility Companies shall be deemed to have
adequate assurance of payment under section 366 of the Bankruptcy Code until an
order of the Court is entered in connection with such Determination Hearing, finding
that the Utility Company is not adequately assured of future payment.
8. Any Utility Company that does not timely request in writing
additional adequate assurance pursuant to the above procedures shall be deemed to
have adequate assurance under section 366 of the Bankruptcy Code.
9. Any Utility Company not listed on Exhibil A to this Order but
subsequently identified shall be served with a copy of this Order and be afforded
twenty-five (25) days from the date of service to request adequate assurance, if any,
from the Debtors. Such a request must otherwise comply with the requirements of
this Order or shall be deemed an untimely and invalid adequate assurance request.
4
10. Substantially comemporaneously with the service of the Order
as described above, the Debtors shall file with the Court a supplement to Exhibit A to
the Order adding the names of the additional Utility Companies served, and this
Order shall be deemed to apply m such Utility Companies from the date of such
service, subject m a later order of the Court on a Motion for Determination, if any.
11. To the extent not previously served, service of this Order shall
be made on any Utility Company identified by the Debtors by first-class mail within
five (5) business days of the date of this Order.
Dated: Chicago, Illinois
_______, 2003
UNITED STATES BANKRUPTCY JUDGE
5
355538-Chicago S2A
EXHIBIT A
UTILITIES
Account Numbers
ALLIANT ;-5310-104046-01, 5-5310-201384-01, 5-5610-895532-01,
PO BOX 77004 5-5310-900626-01, 85-01-155-1696-02, 31-03-132-0930-01,
V~kDISON, WI 53707-1004 85-01-155-1695-02
AMEREN CIP 55370-01728, 81630-07225
CUSTOMI~R SERVICE
P O BOX 66878
ST LOUIS, MO 63166
AMERITECH 815 338-0717 1t2 2, 815 338-2280 771 8,309 792-4433 105
CUSTOMER SERVICE 3, 309 792-4435 105 1,815 282-0400 303 9, 309 T33-9960,
BILL PAYMEI',r'f CENTER 630 513-5215 235 8,309 T37-0479, 815 432-5300 704 9, 309
CHICAGO, IL 60663-0001 T39-0342, 815 942-2374 869 6, 815 933-4014 481 1,815
739-0385 481 7, 815 937-5855 478 7, 309 764-3192 800 1,
847 265-1700 945 0, 309 T39-0117, 309 794-1416 289 8,
309 794-1417 941 3,309 794-1403 659 7, 630 896-2620 749
3, 630 896-5822 711 2, 630 963-6428 104 4, 815 485-6006
116 9, 815 485-4387 781 4, 815 485-6000 513 3, 217
546-2863 541 7, 630 369-8288 098 3,630 369-6759 410 4, 309
T39-0359, 847 742-8477 150 1,847 742-7321 152 7,
309 762-0890 286 8, 309 762-6225 091 5, 815 399-7122 811
5, 815 399-3935 493 8, 815 625-6405 362 7, 815 626-1598
713 7, 815 625-0662 362 8, 630 552-8737 504 8, 630
552-8326 983 1,217 T39-1620, 630 551-0295 204 8, 815
385-1430 822 1,815 385-1098 026 2, 815 223-5607 608 5,
815 224-3813 287 1,815 625-6604 241 2, 815 625-0773 241
0, 309 787-4319 871 9, 309 787-4019 529 6, 309 787-4693
336 9, 815 725-1591 259 8, 815 725-6436 857 7,
708 481-5544 585 2, 708 481-2190 128 5, 815 434-2001 427
2, 815 433-0419 650 1,217 429-4998 555 0, 217 428-1778
434 2, 217 424 2346 769 1,630 898-5100 142 9, 630
898-9453 142 4, 630 898-0376 545 1,630 357-0870 761 2,
630 357-2000 216 6, 630 357-5049 660 1,630 357-0920 861
0, 630 690-0490 088 4, 630 260-0080 913 1,630 690-0281
375 8, 815 459-1066 865 4, 815 459-1159 308 3, 815
Z04-1076, 217 877-2399 658 1,217 442-5575 199 8, 708
Z51-1040, 217 529-8269 415 7, 217 529-8450 495 8, 815
398-0440 960 2, 815 398~1472 856 1
AQUILA 9445365107, 5393373223, 3946418900
CUSTOMER SERVICE
P. O. BOX 219703
KANSAS CITY, MO
64121-9703
~RCH WIRELESS 2981239-3
CUSTOMER SERVICE
P O BOX 660770
DALLAS, TX 75266-0770
AT&T 020 664 5040 001
CUSTOMER SERVICE
PO BOX 9001307
LOUISVILLE, KY 0290-1307
BURLINGTON MUN WATER- 5-08577
WORKS
PO BOX 786
BURLINGTON, IA 52601
CENT IL LIGHT CO 7619402977
CUSTOMER SERVICE
PO BOX 2551
DECATIJP~ IL 62525
CILCO 8933420545
CUSTOMER SERVICE
PO BOX 2551
DECATIJR, IL 62525
CITY OF AURORA 99375-35525, 99379-30700
44 E DOWNERS PL
AURORA, IL 60507
CITY OF BELVIDERE }010070000
WATER & SEWER DEPT
BELV1DERE, IL 61008
CITY OF BETTENDORF 9962131100
1609 STATE STREET
BETTENDORF, IA 52722
CITY OF CLINTON 3--082t-00
CITY CLERKS OFFICE
CLINTON, IA 52732
CITY OF CRYSTAL LAKE 02-38-00975-1
PO BOX 597
CRYSTAL LAKE, IL 60014
CITY OF DAVENPORT 83480, 161201, 322, 174
PO BOX 8003
DAVENPORT, IA 52801
2
CITY OF DECATUR 76006690, 39663370
ONE CIVIC CENTER PLAZA
DECATUR, IL 62523
CITY OF DEKALB 19-2915-0001-00, 30-5026-0001-00
200 S FOURTH ST
DEKALB, IL 60115
CITY OF DUBUQUE 4036-1340-00, 2019-1190-00, 1014-0020-00
PO BOX 1063
DUBUQUE, IA 52004
CITY OF ELGIN 27450-12028
150 DEXTER CT
ELGIN, IL 60120
CITY OF GALESBURG 0206981341001, 0206293000001
TREASURERS OFFICE
55 W TOMPKINS ST
GALESBURG, IL 61402
CITY OF IOWA CITY 00342001
410 E WASHINGTON ST
IOWA CITY, IA 52240
CITY OF JACKSONVILLE 049-3622-00-00
MUNICIPAL BLDG
JACKSONVILLE, IL 62650
CITY OF JOLIET 68987-215710, 68989-215720
150 W JEFFERSON ST
Mtmicpal Services
JOLIET, IL 60432
CITY OF KEWANEE 222-32380-00
WATER & SEWER DEPT
KEWANEE, IL 61443
CITY OF MACOM]3 EAGLEF0001
BOX 377
MACOMB, IL 61455
CITY OF MCHENRY 1036440020
333 S GREEN ST
MCHENRY, IL 60050
CITY OF MILAN (VILLAGE 1533
OF)
321 W SECOND AVE
VILLAGE CLERK OFFICE
MILAN, IL 61264
CITY OF MOLINE 280635-2174020, 212665-2031220
1616 6TH AVE
MOLINE, IL 61265
CITY OF MORRIS 2203104-00
220 W MAIN ST
FIRST MIDWEST BANK
MORRIS, IL 60450
CITY OF NAPERVILLE 40601-44536, 4060140110, 4059940108
CUSTOIvIER SERVICE
PO BOX 3020
NAPERVIT.T.E, IL 60566
CITY OF OTTAWA 140845000
301 W MADISON ST
OTTAWA, IL 61350
CITY OF PERU 0010003000
CUSTOMER SERVICE
1727 FOURTH ST
PO BOX 299
PERU, IL 61354
CITY OF PLANO 999-01028-00
,101W MAEN
PLANO, IL 60545
CITY OF ROCK FALLS 2609400020
CUSTOMER SERVICE
1009 SEVENTH AVE
ROCK FALLS, IL 61071
CITY OF ROCK ISLAND 14768-315-1895-1
CITY COLLECTOR OFFICE
CITY HALL
ROCK ISLAND, IL 61201
CITY OF ROCKFORD 200-061700-00, 023-005000-00, 200-041700-00,
PO BOX 1221 065-094824-00, 0760693000-01, 0760693010-01,
PAYMENT c'rK 200~037800-00, 057-068000-00
ROCKFORD, IL 61105
CITY OF SPRINGFIELD 09-403 -6204-02-01, 16-624-7090-03 -01, 09-124-1753-01.0 1,
CUSTOMER SERVICE 09-403-6200-03-01
DEPT OF WATER LIGHT
POWER
SPRINGFIELD, IL 62757
CITY OF ST CHARLES 4-38-8431462, 3-34-84314-12
CUSTOMER SERVICE
TWO E MAIN ST
ST CHARLES, IL 60174
I
CITY OF STERLING FIRE 0075503002
PROTECTION
CITY CLERK OFFICE
STERLING, IL 61081
CITY OF WATSEKA 9A02209000
231 E OAK ST
WATSEKA, IL 60970
CITY OF WOODSTOCK 0112568000-00
121 W CALHOUN ST
WOODSTOCK, IL 60098
COMMONWEALTH EDISON 0959220001, 0287071005, 0707039003, 1043124000,
DEBBIE SULLIVAN 095966005, 0707473005, 0959659002, 1913094006,
PO BOX 805376 0959658005, 0959789005, 0707022008, 0453161012,
CHICAGO, IL 60690 0707565008, 0707038006, 1043129005, 0959788008,
0959787001, 0287201003, 0707468004, 09599379009,
0707043007, 0707033001, 0287077007, 0959791005,
1043165001, 1043127001, 0623618002, 7763213008
CONSUMERS IL WATER 71203468-01, 71165671-01, 71165663.01, 61125132-01,
PO BOX 130 80090609-01
DANVILLE, IL 60901
DIXON WATER DEPT 0213305005, 0350739000
PO BOX 386
DIXON, IL 61021
EAST MOLINE UTILITIISS 50-0541
915 16TH AVE
~CII~AL BLDG
EAST MOLINE, IL 61244
FOX METRO WATER M03-0853, A91-5950, A09-4550
RECLAM DIST
PO BOX 109
MONTGOMERY, IL 60538
5
FREEPORT WATEIUSEWER 1760295100-02, 0760295000-02
230 W STEPHENSON ST
FREEPORT, IL 61032
GALLATIN RIVER 101403--084303, 101403-007459, 101402-059799,
CUSTOMER SERVICE 101402-058364
P.O. BOX 1800
GALESBURG, IL 61402
GENESEO MUN UTILITIES 3407111300, 3407111400
101 S STATE ST
GENESEO, IL 61254
IL AMEILICAN WATER 09-0004281-3, 09-1M 18193-0, 09-0414858-2
PO BOX 2537
DECATUR, IL 62525-2537
ILLINOIS POWER CO 1413766061, 3398202486, 0806136970, 4884907666,
CUSTOMER SERVICE 2707238651, 5191793606, 6060795455, 3055611163,
PO BOX 2522 6249340534, 8388834846
DECATUR, IL 62525
IOWA AMERICAN WATER 230-05001475-00-0, 230-00140484-01-0, 230-05001929-003,
PO BOX 2565 230-99621311-001,230-05000376-01-2, 230-00160916-034,
DECATUR, IL 62525-2565 18000740057005, 18000030821006, 230-00141198-00,
230-05000317-005, 230-05000306-008, 230-00121160-002
MCI WORLDCOM vi0007190
AUDREY CARTER
P O BOX 93372
CHICAGO, IL 60673-7372
MCI WORLDCOM BILL ID #01746503/ACCT # N2974759
AUDREY CARTER
PO BOX 73881
CHICAGO, IL 60673
MCI WORLDCOM CUST #01900270
AUDREY CARTER
PO BOX 73468
CHICAGO, IL 60673
MCI WORLDCOM BILL ID #Y0870522, BILL ID #Y0730468
AUDREY CARTER
PO BOX 371322
PITTSBURG, PA 15250
6
MIDAMERICAN ENERGY 46860-67025, 72930-67020, 87450-63025, 91030-67020,
TOM HOUSE 19400-83058, 13680-62002, 42570-64033, 13851 - 17024,
PO BOX 8019 36100-86026, 00440-63023, 91620-69025, 45920-70027,
DAVENPORT, IA 52808 73940-63037, 60390-62033, 59970-62024, 55980-62025,
67020-58026, 38280-71021, 03071-07017, 37651-14012,
33390-95019, 19400-83058, 42360-64070, 05510-98011,
55210-84027, 34420-86023, 00771-69013, 38490-71022,
90020-73025, 73940-63037, 60390-62040, 55770-62024,
00070-96031
MOLINE DISPATCH 17699
CUSTOMER SERVICE
1720 FIFTH AVE
MOLINE, IlL 61265
vlONTGOMERY WATER 100-00853-00
1300 S BROADWAY
MONTGOMERY, IL 60538
MONTGOMERY WATER 100-01618-00
:IRE
1300 S BROADWAY
MONTGOMERY, IL 60538
NICOR 5-34-87-9531, 3-04-03-9502, 8-07-06-9631, 3-05-73-9561,
NANCY THEODAiLAKIS 6-34-32-9552, 5-16-01-9681, 614019580, 6-14-36-9591,
75 REMITTANCE DR 502219561, 5-18-02-9532, 5-05-90-9511 6, 8-17-63-9541,
SUITE 1164 832319552, 832319542, 3-08-79-9512, 319249867,
CHICAGO, IL 60675-1164 6-22-19-9541, 3-02-79-9501, 5-34-58-9521, 8-17-20-9572,
8-39-71-9521, 3-20-90-9503, 5-32-86-9631, 8-23-68-9522,
6-05-13-9521, 6-34-47-9501, 3-20-94-9521, 3-i9-87-9521,
5-03-90-9521, 6-24-78-9541, 8-28-65-9501, 8-37-35-9571,
8-26-16~9541, 8-20-22-9571, 6-09-49-9521
NICOR 6-06-50-14612, 3-02-79-2704, 3-16-31-0081, 3-20-97-9572,
NANCY THEODARAKIS 5-21-54-2470 5
PO BOX 416
AURORA, IL 60568-0001
PRINCETON MUN UTILITY 950-1550-01,960-0350, 960-0350-01
CUSTOMER SERVICE
2 S MAIN
PRINCETON, IL 61356
QWEST 60038479
CUSTOMER SERVICE
PO BOX 856169
BUSINESS SERVICES
LOUISVILLE, KY 40285-6169
QWEST 563 322-2417 042, 563 322-2019 B001042,
CUSTOMER SERVICE 563 556-3785 498, 563 582-5108 B001497,
PO BOX 1301 563 449-9899 680, 563 449-0006 211,
MINNEAPOLIS, IvEq 563 388-7206 518, 563 583-8585 504,
55483-0001 563 557-8972 143, 319 338-9423 504,
319 354-2341 422, 563 242-8821 695,
563 391-3154 504, 563 391-2871 659,
563 359-4171 654, 563 355-5979 236,
563 583-8104 807, 563 557-9218 039,
563 583-1662 309
ROCHELLE MUN UTILITIES 8874, 336
PO BOX 456
ROCHELLE, IL 61068
ROCK RIVER WATER REC- 0230050R, 0650948NI~ 0570680R
LAMATION
PO BOX 6207
ROCKi~ORD, IL 61125
SEWAGE SYSTEM 2952
PO BOX 509
LINCOLN, IL 62656
TOWN OF NORMAL 22897-2526
100 E PHOENIX
NORMAL, IL 61761
VEP,/ZON 12 3753 2742276157 03, 12 1575 2716112231 06,
CUSTOMER SERVICE 40 t696 3375164645 10, 12 1526 2749275938 08,
PO BOX 920041 12 3539 2786275946 10, 40 1691 3380164585 09,
DALLAS, TX 75392-0041 40 1696 3393046667 07, 40 1724 3384146719 01,
t2 1184 2730275940 05, 40 1724 3354164565 05,
40 1724 3398034640 07, 12 3163 2775276016 01,
12 3163 2725142512 02, 12 3603 2723275949 05,
12 3603 2732072591 06, 12 3753 2735129748 09
VERIZON WIRELESS 501156727
HENRY I-IALL
PO BOX 790406
ST LOLrIS, MO 63179-0406
VILLAGE OF CAROL 302-0035-00-00
STREAM
500 N GARY AVE
CAROL STILEAM, IL 60188
VILLAGE OF LINDENHLYRST t0115150000
2301 E SAND LAKE RD
LINDENIqLrRST, IL 60046
VILLAGE OF MILAN 111545, 111546, 1532, 1545, 1546, 1547, 1548, 1549
VILLAGE CLERK OFFICE
MILAN, IL 61264
VILLAGE OF NEW LENOX 220-0044-00-00
701 W HAVEN AVE
NEW LENOX, IL 60451
VILLAGE OF RICHTON 706-9149-00-00
PARK
4045 SAUK TR
RICHTON PARK, IL 60471
VILLAGE OF ROSELLE 0298082600-00
31 S PROSPECT ST
ROSELLE, IL 60172
VILLAGE OF WESTMONT 000400335000
31 W QUINCY STREET
WESTMONT, IL 60559
WHEATON SANITATION 0900173000
PO BOX 626
WHEATON, IL 60189