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KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067 TELEPHONE: (310) 407-4000

LEE R. BOGDANOFF (State Bar No. 119542) JONATHAN S. SHENSON (State Bar No. 184250) DAVID M. GUESS (State Bar No. 238241) KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 Avenue of the Stars, 39th Floor Los Angeles, CA 90067 Telephone: (310) 407-4000 Facsimile: (310) 407-9090 Proposed Bankruptcy Counsel for Debtors and Debtors In Possession National R.V. Holdings, Inc.'s Tax I.D. #XX-XXX-1079 National R.V., Inc.'s Tax I.D. #XX-XXX-5022 UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA RIVERSIDE DIVISION In re NATIONAL R.V. HOLDINGS, INC., a Delaware corporation; NATIONAL R.V., INC., a California corporation, Debtors. Case No.: 6:07-17941-PC Chapter 11 Jointly Administered with Case No.: 6:07-17937-PC DECLARATION OF THOMAS J. MARTINI IN SUPPORT OF SUPPLEMENT TO EMERGENCY MOTION OF DEBTORS AND DEBTORS IN POSSESSION PURSUANT TO LOCAL BANKRUPTCY RULE 2081-1(b) AND (c) FOR ORDER: (1) GRANTING DEBTORS AND DEBTORS IN POSSESSION INTERIM USE OF CASH COLLATERAL; AND (2) SCHEDULING DEADLINES RELATING TO THE NEXT HEARING ON USE OF CASH COLLATERAL Hearing Date: Time: Place: December 20, 2007 10:00 a.m. Courtroom 303 U.S. Bankruptcy Court 3420 Twelfth Street Riverside, CA 92501

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KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067 TELEPHONE: (310) 407-4000

I, Thomas J. Martini, declare as follows: 1. I am the Chief Financial Officer and Treasurer of National R.V. Holdings, Inc.,

a Delaware corporation ("NRVH"), and the Chief Financial Officer and Treasurer of National R.V., Inc., a California corporation ("NRV"). NRVH and NRV (together, the "Debtors") are debtors and debtors in possession in the above-captioned chapter 11 cases. 2. In these capacities, and in conjunction with the efforts of other members of the

Debtors' senior management, I am involved on a day-to-day basis with all aspects of the Debtors' affairs, including business operations, strategic planning, financial reporting, human resources, legal affairs and other management activities, including the Debtors' efforts to address their current financial difficulties. 3. As a consequence, I review and work extensively with the books and records of

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the Debtors, including their business plans, financial statements and projections, business analyses and reports, contracts and other legal documents, notes and correspondence and the like. On a regular basis, I witness and/or participate in negotiations with lenders, vendors and other creditors of the Debtors, and have worked closely with personnel from all aspects of the Debtors' business operations. 4. Based upon all of the foregoing, I have developed an intimate familiarity with:

(a) the Debtors' books and records, which are maintained in the ordinary course of business under my supervision and control as custodian (and under the control of other members of senior management), (b) the Debtors' business and financial history, and their current business and financial situation, and (c) the financial and operational details of the Debtors' business operations, and (d) the recreation vehicle industry generally. 5. I hold a B.S. in accounting from Pennsylvania State University. I am a certified

public accountant and a member of the AICPA. I began working in the recreation vehicle industry nearly 30 years ago. From 1978 to 1984, I served as a controller for Coachmen Industries, Inc ("Coachmen"), which manufactures recreational vehicles ("RVs"), travel trailers, camping trailers, single family homes and multi-family residential structures, distributes to over
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KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067 TELEPHONE: (310) 407-4000

500 dealerships throughout the United States, and sells products directly from its companyowned dealership under such brand names as Coachmen, Georgie Boy, Sportscoach, Adrenaline, and Viking. From 1986 to 2001, I worked for Starcraft Industries, Inc. and Miller Building Systems, Inc. where I served as Chief Financial Officer for both companies. In 2001, I returned to Coachmen, where I assumed the role of Vice President and Treasurer. In 2004, I joined the Debtors as Treasurer and in 2005 I assumed the additional position of Chief Financial Officer. 6. I submit this Declaration in support of the Debtors' request for continued use of

cash collateral from December 20, 2007 to and through January 8, 2008 made by and through that certain supplement (filed concurrently herewith, the "Supplement") to that certain Emergency Motion of Debtors and Debtors in Possession Pursuant to Local Bankruptcy Rule 2081-1(b) and (c) for Order: (1) Granting Debtors and Debtors in Possession Interim Use of Cash Collateral; (2) Scheduling Deadlines Relating to a Final Hearing on Permanent Use of Cash Collateral; and (3) After Conclusion of a Final Hearing, Authorizing Permanent Use of Cash Collateral (the "Motion"). Except as otherwise stated herein, if called as a witness, I could and would competently testify to the matters set forth herein from my own personal knowledge. 7. In light of the fact that the Debtors are required to fund payroll, and need to fund

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security services and other essential items, the Debtors require immediate authorization to use Cash Collateral from December 20, 2007 to and through January 8, 2008. 8. The Debtors have no access to cash other than Cash Collateral to satisfy the

outstanding obligations that are necessary to facilitate an orderly liquidation and wind down of operations, let alone one that can maximize value for these estates. Prepetition, pursuant to the Prepetition Loan Documents, Wells Fargo swept the Debtors' cash collections on a daily basis. Accordingly, the Debtors have access to a limited amount of cash, approximately $1 million. Access to these funds is a necessary precondition to the success of the liquidation. Unless the Court immediately enters an order authorizing the Debtors to use cash collateral (as contemplated in the Supplement), the Debtors will suffer immediate and irreparable harm. 9.
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In order to liquidate the Debtors' assets effectively, the Debtors need time and

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KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067 TELEPHONE: (310) 407-4000

money to help ensure that the Debtors continue to have the capability to aggressively find, negotiate and enter into arrangements that will yield the largest recoveries for the economic stakeholders in the estates. The Debtors currently are actively exploring other mechanisms to fund operations other than through use of Cash Collateral. 10. Prior to the Petition Date, the Debtors' management and persons acting on the

Debtors' behalf attempted to obtain alternative sources of liquidity to enable the Debtors to meet their financing needs, including a cash infusion in conjunction with a strategic merger. Ultimately, these attempts never fully materialized. In light of the circumstances confronting the Debtors, it is impossible for the Debtors to finance their remaining, limited operating needs solely from an extension of unsecured credit. 11. The Debtors require immediate access to Cash Collateral, among other things, to

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maintain their facilities on a limited basis as they proceed to orderly liquidation and wind down of their operations. The Debtors need both time and money to orderly collect accounts

receivable and sell their remaining assets. Time is needed to market the Debtors' assets for sale either in whole or in part. Although the Debtors' employees have been reaching out to their contacts within the industry in an attempt to find potential strategic buyers, it will take time to negotiate, document and close any deal. Further, any such deal would be subject to overbid. Money is needed, for example, to compensate the Debtors' remaining employees, who are indispensable to the success of this liquidation. In addition, the Debtors will have to pay utilities and otherwise maintain their facilities. 12. In sum, if not authorized to use Cash Collateral, the Debtors will be unable to

satisfy those obligations that enable the Debtors to maximize value from the orderly disposition of their assets obligations directly related to the sale of assets, to the collection of receivables, and to the wind down of operations. Consequently, absent immediate authority to use Cash Collateral on an interim basis, the Debtors' estates would suffer irreparable harm and will have no meaningful option other than to convert these cases to ones under chapter 7, which the Debtors believe would result in diminished asset values.
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