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In re: LASER FAB, INC., et al., Chapter 11, Debtors. Jointly administered with the case of In re Turn-Tech, Inc., Case No. 09-42050.

ORDER REQUIRING DEBTORS TO AMEND DISCLOSURE STATEMENT

THOMAS TUCKER, Bankruptcy Judge

On May 28, 2009, Debtors filed a plan and disclosure statement, in a document entitled "Debtors' Combined Disclosure Statement and Plan of Reorganization" (Docket # 43). The Court cannot yet grant preliminary approval of the disclosure statement contained within this document ("Disclosure Statement"). The Court notes the following problems, which Debtors must correct.

First, Debtors must change Group II under the Plan for both "Laser Fab" and "Turn-Tech" (Paragraph 2.2 of the Plan on page 7 for Laser Fab, and Paragraph 2.4 of the Plan on page 8 for Turn-Tech) so that these groups consist of the Allowed Claims that are entitled to priority under 11 U.S.C. § 507(a)(8) of the Bankruptcy Code. For Laser Fab, Debtors must state that according to the claims register maintained by the Bankruptcy Court, included in this Group 2 (Paragraph 2.2) are: (1) the priority claims of the State of Michigan in the amount of $30,929.99 and $1,434.19 for a total of $32,364.18; and (2) the priority claim of the Internal Revenue Service in the Amount of $93,138.45. For Turn-Tech, Debtors must state that according to the claims register maintained by the Bankruptcy Court, included in this Group 2 (Paragraph 2.4) is the priority claim of the Internal Revenue Service in the Amount of $331,618.60. Debtors must then remove these claims from classes in Article III because they are improperly treated and classified in that article. "[P]riority tax claims . . . are not supposed to be classified in a Chapter 11 plan for voting or other purposes." In re Northwest Timberline Enterprises, Inc., 348 B.R. 412, 422 (Bankr. N.D. Tex. 2006) (citing 11 U.S.C. §§ 1123(a)(1)).

Second, Debtors must add a Group III in new Paragraphs 2.3 (for Laser Fab) and 2.5 (for Turn-Tech) that consists of all other priority claims entitled to receive priority for their Allowed Claim under § 507(a). Debtors must state whether there are any such creditors, and estimate the amount of their claims.

Third, with regard to each class in Article III of the Plan, Debtors must give the class a number (Class 1, Class 2, etc.).

Fourth, regarding both Laser Fab and Turn-Tech, Debtors must amend the Plan so that it includes a numbered class of, and the treatment of, the equity interests of Laser Fab and Turn-Tech.

Fifth, the Disclosure Statement at the current Section II.B on page 23 states that Leonard Johnson will manage the Debtors and that "[i]t is contemplated that postpetition, he will not receive any salary." Debtors must amend the Disclosure Statement to state whether Leonard Johnson will receive any fringe benefits. Additionally, it appears from this section that Leonard Johnson is and will be the only manager/principal of the Debtors. However, Paragraph C of the Disclosure Statement, on page 44, states: "Debtor [sic] proposes to continue its operations with the same management structure with reasonable compensation to Debtor's [sic] principals, to the extent of available cash." This appears to be inconsistent with the statement in Section II. B. It appears from this statement that there is more than one principal and manager of the Debtors, and that compensation will be paid. Debtors must list the entire management structure, and the compensation of all principals and managers. If Leonard Johnson is the sole manager, Debtors must make this clear in Paragraph C.

Sixth, the Disclosure Statement at Section II.B on page 22 does not give the background of Leonard Johnson, or any other principal, ( e.g., his education, work history, experience). Debtors must correct this.

Seventh, the Disclosure Statement at Section II.B on page 23 under the heading "Legal Relationships" states: "See Section II.D. for details regarding insider transactions." There is no Section II.D. Rather, "Insider Transactions" are discussed at Section III.C on page 24. Debtors must correct this typographical error.

Eighth, the Disclosure Statement at Section IV.A on page 25 states that "Debtor's [sic] Liquidation Analysis [is] attached as Exhibit `A.'" Debtors' liquidation analysis is not labeled "Exhibit A." Debtors must correct this.

Ninth, Debtors must change Section VI of the Disclosure Statement on pages 36 through 43 to make it consistent with the changes it made to the Group and Classes in the Plan.

Tenth, Debtors must amend the financial information for the prepetition and postpetition time periods so that it is in the same line itemization format as the projections.

Eleventh, there appear to be two sets of projections, one for each Debtor. Debtors must clearly label the projections so that it is clear which projections apply to which Debtor.

Twelfth, Debtors must change "VI.B" in Section VII.C of the Disclosure Statement on page 48 to "VII.B."

Thirteenth, Debtors must delete the last sentence of Section VII.E. on page 49 of the Disclosure Statement. In its place, Debtors must state which of the above paragraphs apply.

Accordingly,

IT IS ORDERED that Debtors must file, no later than June 4, 2009, an amended combined plan and disclosure statement which corrects the above stated problems.

IT IS FURTHER ORDERED that Debtors also must provide to Judge's chambers, no later than June 4, 2009, a redlined version of the amended combined plan and disclosure statement, showing the changes Debtors have made to "Debtors' Combined Disclosure Statement and Plan of Reorganization" filed May 28, 2009. Debtors must submit this redlined document to chambers electronically, through the Court's order submission program.

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IN RE LASER FAB, INC. (Bankr.E.D.Mich. 6-1-2009)
(Jun 1, 2009)