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(Note: The following are petitions filed in conjunction with the Orange County bankruptcy case. This petition was filed on behalf of Orange County Investment Pools, an investment instrument of Orange County. It includes a list of the entity's 20 largest unsecured creditors, as well as a complete list of creditors.)

BRUCE BENNETT (State Bar No. 105430), and
STUTMAN, TREISTER & GLATT PROFESSIONAL CORPORATION
3699 Wilshire Boulevard, Suite 900
Los Angeles, California 90010
Telephone: (213) 251-5208
Special Reorganization Counsel for Debtor

TERRY A. ANDRUS (State Bar No. 56457),
County Counsel
LAWRENCE M. WATSON (State Bar No. 36222)
Assistant County Counsel
OFFICE OF THE ORANGE COUNTY COUNSEL
10 Civic Center Plaza
P.O. Box 1379
Santa Ana, California 92702
Telephone: (714) 834-3316
Counsel to Debtor

UNITED STATES BANKRUPTCY COURT
CENTRAL DISTRICT OF CALIFORNIA

In re ORANGE COUNTY INVESTMENT POOLS,
an instrument of the County of Orange

Case No. SA 94-

Chapter 9

LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS

(No Hearing Required)

Following is the list of the debtor's creditors holding the 20 largest unsecured claims. This list is prepared in accordance with Fed. R. Bankr. R. 1007(d) for filing in this chapter 9 case. The list does not include (1) those persons who come within the definition of "insider" set forth in 11 U.S.C. section 101(30), or (2) secured creditors unless the value of the collateral is such that the unsecured deficiency places the creditor among the holders of the 20 largest unsecured claims.

DATED: December 6, 1994 [signed: Terry Andrus]

LARGEST 20 INVESTMENT POOL PARTICIPANTS

County of Orange
Transp. Corr. Agencies
OCERS
OCTA
Capistrano Unified
Garden Grove USD
Irvine USD
Newport-Mesa Unified
Saddleback Valley Unified
Santa Ana Unified
North O.C. Comm. Coll.
Orange County Dept of Education
Schools Excess
O.C. Sanitation District
City of Anaheim
City of Irvine
City of Montebello
City of Santa Ana
Irvine Ranch Water District
Orange County Water District
Moulton Niguel Water District
-------------------------------------------

STATEMENT OF ATTORNEYS FOR DEBTOR PURSUANT TO BANKRUPTCY
CODE SECTION 329(a) AND BANKRUPTCY RULE 3016(b)
(STUTMAN, TRIESTER & GLATT PROFESSIONAL CORPORATION)

Pursuant to section 329(a) of the Bankruptcy Code, 11 U.S.C. section 329(a), and Bankruptcy Rule 3016(b), Bruce Bennett, a member of Stutman, Triester & Glatt Professional Corporation (the "Firm"), states as follows:

1. During the one-year period prior to the date of the filing of this chapter 9 petition, the Firm has received no compensation from the Orange County Investment Pools, a political subdivision of the State of California, (the "Investment Pools"). In addition, the Firm has not received a retainer for legal services to be rendered as special reorganization counsel to the Investment Pools in this chapter 9 case. In connection with the filing of the chapter 9 petition, the Investment Pools have agreed to pay the Firm a reasonable fee for professional services to be rendered in the case.

2. The Firm has not shared nor agreed to share such compensation with any other person except as among the members of the Firm.

3. As the Investment Pools are aware, the Firm received a very preliminary telephonic inquiry from First National Bank of Boston ("First Boston") concerning its representation in connection with this matter. No confidential factual information was received, and First Boston and the Firm agree that representation was not undertaken by the Firm. Further, the Firm has received express authorization from First Boston's counsel to proceed with representation of Investment Pools in this matter; however, the lawyer receiving the original telephonic inquiry from First Boston will not be involved in any aspect of this case directly involving First Boston. Based on the foregoing, it is my understanding that the Investment Pools waives any potential conflict of interest raised by this initial inquiry.

4. Members of the Firm may be investors in certain bonds of the County of Orange ("County") or municipalities that may have invested in the Investment Pools' funds. The Firm also may represent entities that owe the County taxes and other obligations. In light of the County's aggregate indebtedness, the Firm believes that these amounts are not material.

5. The Firm may also represent the County, an affiliated entity, in its related case under chapter 9.

DATED: December 6, 1994

BRUCE BENNETT, a Member of STUTMAN, TRIESTER & GLATT PROFESSIONAL
CORPORATION
Special Reorganization Counsel for Debtor
--------------------

Case No. SA 94-
Chapter 9
LIST OF CREDITORS

Attached is the list of the Debtor's creditors.

The undersigned, a duly authorized officer of the Orange County Investment Pools named as debtor in this case, hereby executes this document on behalf of the Orange County Investment Pools and declares under penalty of perjury that the information set forth therein is true and correct to the best of his/her knowledge, information and belief.

Executed this 6th day of December, 1994 at Santa Ana, California.

[signed: Terry Andrus]

Presented by:
BRUCE BENNETT, a Member of STUTMAN, TRIESTER & GLATT PROFESSIONAL
CORPORATION
Special Reorganization Counsel for Debtor

ID # ENTITY NAME
100 COUNTY OF ORANGE
200 TRANSP. CORR. AGENCIES
300 OCERS
400 OCTA
SCHOOL DISTRICTS:
ANAHEIM ELEMENTARY
BUENA PARK ELEMENTARY
CENTRALIA ELEMENTARY
CYPRESS ELEMENTARY
FOUNTAIN VALLEY ELEMENTARY
FULLERTON ELEMENTARY
HUNTINGTON BEACH CITY/ELEM.
LA HABRA ELEMENTARY
LOWELL JOINT ELEMENTARY
MAGNOLIA ELEMENTARY
OCEAN VIEW ELEMENTARY
SAVANNA
WESTMINSTER
ANAHEIM UNION HIGH
FULLERTON HIGH
HUNTINGTON BEACH HIGH
BREA-OLINDA
CAPISTRANO UNIFIED
GARDEN GROVE USD
IRVINE USD
LAGUNA BEACH UNIFIED
LOS ALAMITOS UNIFIED
NEWPORT-MESA UNIFIED
ORANGE UNIFIED
PLACENTIA UNIFIED
SALLEBACK VALLEY UNIFIED
SANTA ANA UNIFIED
TUSTIN UNIFIED
COAST COMM. COLLEGE
NORTH O.C. COMM. COLL.
RANCHO SANTIAGO
SADDLEBACK COMM. COLLEGE
ORANGE COUNTY DEPT. OF ED.
SAN JOAQUIN ELEM.
YORBA LINDA ELEM.
SHANDON USD
FOUNDATION TRUST FUND
CFD #8
COUNTY SCHOOL SERVICE
CODESP JPA
PROPERTY AND LIABILITY
DEBT SERVICE
SPECIAL RESERVE
PUBLIC EMPLOYEE'S RETIREMEN
O.C. WORK COMP INS.
GREATER ANAHEIM SP ED GE
SCHOOLS COMM. REVOLVE
TEACHER'S RET. ANNUITY
UNAPPORTIONED SCH MONIES
S.A. INS. COMPRE. LIAB.
CAPO LAGUNA REG OFF PROG
PAYROLL REVOLVE-WARR
PAYROLL REVOLVE-CHEC
WEST O.C. SELF FUND WORK
SO. O.C. PROP/LIA JT PWRS
O.C. SCHOOL DISTRICT
O.C. FRINGE BENEFITS
SCHOOLS EXCESS
AREA WIDE SCHOOL TAX
SCHOOL BLDG AID
500 TOTAL SCHOOLS:

600 O.C. SANITATION DISTRICT
CITIES:
ANAHEIM
ATASCADERO
BREA
BUENA PARK
CAPISTRANO BEACH
CLAREMONT
COSTA MESA
CYPRESS
DANA POINT
FOUNTAIN VALLEY
FULLERTON
GARDEN GROVE
HUNTINGTON BEACH
IRVINE
LA HABRA
LA PALMA
LAGUNA BEACH
LAGUNA NIGUEL
LAGUNA HILLS
LAKE FOREST
LOS ALAMITOS
MADERA CO. SUPERINT. INVEST.
MILPITAS
MISSION VIEJO
MONTEBELLO
MOUNTAIN VIEW
NEWPORT BEACH
ORANGE
PLACENTIA
SAN CLEMENTE
SANTA ANA
SANTA BARBARA
SEAL BEACH
STANTON
TUSTIN
VILLA PARK
WESTMINSTER
YORBA LINDA
700 TOTAL CITIES:

WATER DISTRICTS:
800 IRVINE RANCH WATER DISTRICT

1100 OCWD
MOULTON NIGUEL
SANTA MARGARITA
ALISO WATER MGMT AGENCY
TRI CITIES
CAPISTRANO BEACH WATER
YORBA LINDA WATER
SCWD
MUNICIPAL
SO. CA. CSTL. WTR. RESEARCH
COASTAL MWD
TOTAL WATER DISTRICTS:

900 BANK OF CA - PARS
ROSSMOOR CDS
TREASURER CFD 90-1 INVEST
OPTIMA OF ORANGE COUNTY
CUYAMA CSD
S.E. REG. RECLAMATION AUTH.
SDIA INVESTMENTS
MIDWAY CITY SANITARY
SUNSET BEACH SANITARY
SOUTH LAGUNA SANITARY
DANA POINT SANITARY
VOLUNTEER CTR. OF O.C. WEST
CAPO BAY COMM. SVCS.
OTHER DISTRICT TOTALS:

MERRILL LYNCH
FIRST BOSTON
MORGAN STANLEY
NOMURA
PRUDENTIAL SECURITIES
PAINE WEBBER
FUJI SECURITIES
SMITH BARNEY
PARIBAS CAPITAL MARKETS
SANWA
CANTOR FITZGERALD
BANK OF AMERICA
---------------------------------

LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS

Following is the list of the debtor's creditors holding the 20 largest unsecured claims. This list is prepared in accordance with Fed. R. Bankr. R. 1C07(d) for filing in this chapter 9 case. The list does not include (1) those persons who come within the definition of "insider" set forth in 11 U.S.C. section 101(30), or (2) secured creditors unless the value of the collateral is such that the unsecured deficiency places the creditor among the holders of the 20 largest unsecured claims.

Dated: December 6, 1994

ISSUE ID:
COP 1985 Harbor Court/Office Rehab ($34m)
TRUSTEE/PAYING AGENT:
Bank of America
Corporate Trust
Administration 8510
333 S. Beaudry Avenue, 25th Floor
Los Angeles, CA 90017-3217
CONTACT: Marie Tamura
PHONE NUMBER: (213) 345-0627

ISSUE ID:
COP 1986 Telecommunications ($37m)
TRUSTEE/PAYING AGENT:
Bank of America
Corporate Trust
Administration 8510
333 S. Beaudry Avenue, 25th Floor
Los Angeles, CA 90017-3217
CONTACT: Annette Soderholm
PHONE NUMBER: (213) 345-0617

ISSUE ID:
COP 1991 Loma Ridge/Data Center ($31m)
TRUSTEE/PAYING AGENT:
Bank of America
Corporate Trust
Administration 8510
333 S. Beaudry Avenue, 25th Floor
Los Angeles, CA 90017-3217
CONTACT: Annette Soderholm
PHONE NUMBER: (213) 345-0617

ISSUE ID:
COP 1991 Civic Center Expansion ($86m)
TRUSTEE/PAYING AGENT:
Bank of America
Corporate Trust
Administration 8510
333 S. Beaudry Avenue, 25th Floor
Los Angeles, CA 90017-3217
CONTACT: Annette Soderholm
PHONE NUMBER: (213) 345-0617

ISSUE ID:
COP Civic Center Parking Ref. ($34m)
TRUSTEE/PAYING AGENT:
Bank of America
Corporate Trust
Administration 8510
333 S. Beaudry Avenue, 25th Floor
Los Angeles, CA 90017-3217
CONTACT: Annette Soderholm
PHONE NUMBER: (213) 345-0617

ISSUE ID:
COP 1992 Juvenile Justice Center Ref. ($103m)
TRUSTEE/PAYING AGENT:
Bank of America
Corporate Trust
Administration 8510
333 S. Beaudry Avenue, 25th Floor
Los Angeles, CA 90017-3217
CONTACT: Annette Soderholm
PHONE NUMBER: (213) 345-0617

ISSUE ID:
COP 1988 Solid Waste Management ($88m)
TRUSTEE/PAYING AGENT:
First Trust California
101 California Street, Suite 1150
San Francisco, CA 94111
CONTACT: Susan Vargas
PHONE NUMBER: (415) 274-2531

ISSUE ID:
COP 1989 Juvenile Justice Center (refunded in `92)
TRUSTEE/PAYING AGENT:
First Trust California
101 California Street, Suite 1150
San Francisco, CA 94111
CONTACT: Susan Vargas
PHONE NUMBER: (415) 274-2531

ISSUE ID:
Master Lease 1 ($13m)
TRUSTEE/PAYING AGENT:
First Trust Center
180 East Fifth Street
St. Paul, MN 55101
CONTACT: Cynthia Schroer
PHONE NUMBER: (612) 244-0705

ISSUE ID:
Master Lease II ($16m)
TRUSTEE/PAYING AGENT:
First Trust Center
180 East Fifth Street
St. Paul, MN 55101
CONTACT: Cynthia Schroer
PHONE NUMBER: (612) 244-0705

ISSUE ID:
Master Lease III ($25m)
TRUSTEE/PAYING AGENT:
First Trust Center
180 East Fifth Street
St. Paul, MN 55101
CONTACT: Cynthia Schroer
PHONE NUMBER: (612) 244-0705

ISSUE ID:
NDAPP 1992 A and B ($31m)
TRUSTEE/PAYING AGENT:
Bank of America
Corporate Trust
Administration 8510
333 S. Beaudry Avenue, 25th Floor
Los Angeles, CA 90017-3217
CONTACT: Annette Soderholm
PHONE NUMBER: (213) 345-0617

ISSUE ID:
Santa Ana Heights 1993 Refunding ($58m)
TRUSTEE/PAYING AGENT:
Seattle First National Bank
c/o BankAmerica State Trust Co.
Corporate Trust Department
1100 Second Avenue, 5th Floor
Seattle, WA 98101
CONTACT: Nancy Stahl
PHONE NUMBER: (206) 585-8665
CONTACT: Diana Young
PHONE NUMBER: (206) 585-8661

ISSUE ID:
CFD 87-1 Dimensions
CFD 87-3 Mission Viejo
CFD 87-4 Foothill Ranch
CFD 87-5(A-D) Santa Margarita
CFD 87-8 Coto de Caza
(all together, $239m)
TRUSTEE/PAYING AGENT:
First Trust of California
Corporate Trust Department
333 South Grand Avenue, Suite 3030
Los Angeles, CA 90071
CONTACT: Teresa Wall
PHONE NUMBER: (213) 346-9242

ISSUE ID:
CFD 88-1 Aliso Viejo ($219m)
TRUSTEE/PAYING AGENT:
First Trust of California
Corporate Trust Department
333 South Grand Avenue, Suite 3030
Los Angeles, CA 90071
CONTACT: Teresa Wall
PHONE NUMBER: (213) 346-9242

ISSUE ID:
AD 88-1 Irvine Coast ($165m)
TRUSTEE/PAYING AGENT:
State Street Bank & Trust Co.
Corporate Trust Department
P.O. Box 960
New York, NY 10265
CONTACT: Julie Salovitch Miller
PHONE NUMBER: (212) 612-3448

ISSUE ID:
AD 94-1 Golden Lantern Reasesmnt Dist ($15m)
TRUSTEE/PAYING AGENT:
Seattle First National Bank
c/o BankAmerica State Trust Co.
Corporate Trust Department
1100 Second Avenue, 5th Floor
Seattle, WA 98101
CONTACT: Matthew Brockhaus
PHONE NUMBER: (206) 585-8642

ISSUE ID:
Pension Obligation Bonds ($320m)
TRUSTEE/PAYING AGENT:
U.S. Trust Company of California
555 S. Flower Street, #2700
Los Angeles, CA 90071-2429
CONTACT: Margaret Swindall
PHONE NUMBER: (213) 696-2815

ISSUE ID:
Airport Terminal ($242m)
TRUSTEE/PAYING AGENT:
Bank of America
Corporate Trust
Administration 8510
333 S. Beaudry Avenue, 25th Floor
Los Angeles, CA 90017-3217
CONTACT: Annette Soderholm
PHONE NUMBER: (213) 345-0617

ISSUE ID:
Airport Loading Bridges ($6m)
TRUSTEE/PAYING AGENT:
Bank of America
Corporate Trust
Administration 8510
333 S. Beaudry Avenue, 25th Floor
Los Angeles, CA 90017-3217
CONTACT: Annette Soderholm
PHONE NUMBER: (213) 345-0617

ISSUE ID:
Airport Refunding ($80m)
TRUSTEE/PAYING AGENT:
Bank of America
Corporate Trust
Administration 8510
333 S. Beaudry Avenue, 25th Floor
Los Angeles, CA 90017-3217
CONTACT: Annette Soderholm
PHONE NUMBER: (213) 345-0617

COP'S, CFD'S, AD'S, REDEVELOPMENT TRUSTEE

First Trust of California, N.A. as Indenture Trustee for $239,340,000 South County Public Finance Authority Special Tax Revenue Bonds 1994 Series C (Foothill Area), 8-24-54

First Trust of California, N.A. as Indenture Trustee for 333 South Grand Ave, Ste. 3030, Los Angeles, California $162,360,000 1994 Series A (Series Lien Bonds) $56,965,000 Series B (Junior Lien Bonds), 6-14-94
-----------------------------------

STATEMENT OF ATTORNEYS FOR DEBTOR PURSUANT TO BANKRUPTCY CODE SECTION 329(a) AND BANKRUPTCY RULE 3016(b)

(STUTMAN, TRIESTER & GLATT PROFESSIONAL CORPORATION)

Pursuant to section 329(a) of the Bankruptcy Code, 11 U.S.C. section 329(a), and Bankruptcy Rule 3016(b), Bruce Bennett, a member of Stutman, Triester & Glatt Professional Corporation (the "Firm"), states as follows:

1. During the one-year period prior to the date of the filing of this chapter 9 petition, the Firm has received no compensation from the County of Orange, a political subdivision of the State of California (the "County"). In addition, the Firm has not received a retainer for legal services to be rendered as special reorganization counsel to the County in this chapter 9 case. In connection with the filing of the chapter 9 petition, the County has agreed to pay the Firm a reasonable fee for professional services to be rendered in the case.

2. The Firm has not shared nor agreed to share such compensation with any other person except as among the members of the Firm.

3. As the County is aware, the Firm received a very preliminary telephonic inquiry from First National Bank of Boston ("First Boston") concerning its representation in connection with this matter. No confidential factual information was received, and First Boston and the Firm agree that representation was not undertaken by the Firm. Further, the Firm has received express authorization from First Boston's counsel to proceed with representation of the County in this matter; however, the lawyer receiving the original telephonic inquiry from First Boston will not be involved in any aspect of this case directly involving First Boston. Based on the foregoing, it is my understanding that the County waives any potential conflict of interest raised by this initial inquiry.

4. Members of the Firm may be investors in certain bonds of the County or municipalities that may have invested in the County's investment pool. The Firm also may represent entities that owe the County taxes and other obligations. In light of the County's aggregate indebtedness, the Firm believes that these amounts are not material.

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