EXHIBIT 1.1
FORM B1 United States Bankruptcy Court Amended Voluntary Petition
Northern District of Texas, Dallas Division 01-39776-BJH-11
Name of Debtor (if individual, enter Last, First, Middle): Name of Joint Debtor (Spouse) (Last, First, Middle):
Alford Refrigerated Warehouses, Inc.
All Other Names used by the Debtor in the last 6 years All Other Names used by the Joint Debtor in the last 6 years
(include married, maiden, and trade name) (include married, maiden, and trade names):
Soc. Sec. Tax I.D. No. (if more than one, state all): Soc. Sec. Tax. I.D. No. (if more than one, state all):
75-269562
Street Address of Debtor (No. & Street, City, State & Street Address of Joint Debtor (No. & Street, City, State &
Zip Code: Zip Code):
318 Cadiz
Dallas, TX 75207
County of Residence or of the Principal Place of Business: County of Residence or of the Principal Place of Business:
Dallas, County
Mailing Address of Debtor (if different from street address): Mailing Address of Joint Debtor (if different from street address):
Location of Principal Assets of Business Debtor (if different from street address above):
Information Regarding the Debtor (Check the Applicable Boxes)
Venue (Check any applicable box)
[X] Debtor has been domiciled or has had a residence, principal place of business, or principal assets in this District
for 180 days immediately preceding the date of this petition or for a longer part of such 180 days than in any other
District.
[ ] There is a bankruptcy case concerning debtor's affiliate, general partner, or partnership pending in this District.
Type of Debtor (Check all boxes that apply) Chapter or Section of Bankruptcy Code Under Which
[ ] Individual [ ] Railroad the Petition is Filed (Check one box)
|X| Corporation [ ] Stockbroker [ ] Chapter 7 [X] Chapter 11 [ ] Chapter 13
[ ] Partnership [ ] Commodity Broker [ ] Chapter 9 [ ] Chapter 12
[ ] Other ( ) [ ] Sec. 304 - Case ancillary to foreign proceeding
Nature of Debts (Check one box) Filing Fee (Check one box)
[ ] Consumer/Non-Business [X] Full|Filing Feesattached
[ ] Filing Fee to be paid in installments (Applicable to
individuals only)
Must attach signed application for the court's
consideration certifying that the debtor is unable to
pay fee except in installments.
Rule 1006(b). See Official Form No. 3
Chapter 11 Small Business (Check all boxes that apply)
[ ] Debtor is a small business as defined in 11 U.S.C. ss. 101
[ ] Debtor is and elects to be considered a small business under 11
U.S.C.ss.1121(e) (Optional)
Statistical/Administrative Information (Estimates only)
THIS SPACE IS FOR COURT USE ONLY
[X] Debtor estimates that funds will be available for distribution to
unsecured creditors.
[ ] Debtor estimates that, after any exempt property is excluded and
administrative expenses paid, there will be no funds available
for distribution to unsecured creditors.
Estimated Number of Creditors 1-15 16-49 50-99 100-199 200-999 1000-over
[ ] [ ] [ ] [ ] [X] [ ]
Estimated Assets
$0 to $50,001 to $100,001 to $500,001 to $1,000,001 to$10,000,001 to$50,000,001 to
$50,000 $100,000 $500,000 $1 million $10 million $50 million $100 million
[ ] [ ] [ ] [ ] [ ] [X] [ ]
Estimated Debts
$0 to $50,001 to $100,001 to $500,001 to $1,000,001 to$10,000,001 to$50,000,001 to
$50,000 $100,000 $500,000 $1 million $10 million $50 million $100 million
[ ] [ ] [ ] [ ] [ ] [X] [ ]
Amended Voluntary Petition Name of Debtor(s): FORM B1, Page 2
(This page must be completed and filed in every case) Alford Refrigerated Warehouses, Inc.
Prior Bankruptcy Case Filed Within Last 6 Years (If more than one, attach additional sheet)
Location Case Number: Date Filed:
Where Filed:
Pending Bankruptcy Case Filed by any Spouse, Partner or Affiliate of this Debtor (If more than one, attach additional sheet)
Name of Debtor: Hilltop Acquisition Holding Corporation Case Number: 01-39371- Date Filed: November 6, 2001
SAF-11
District: Northern District of Texas, Dallas Division Relationship: Judge: Steven A. Felsenthal
Signatures
Signature(s) of Debtor(s) (Individual/Joint) Signature of Debtor (Corporation/Partnership)
I declare under penalty of perjury that the information I declare under penalty of perjury that the information
provided in this petition is true and correct. provided in this petition is true and correct, and that.
[If petitioner is an individual whose debts are primarily I have been authorized to file this petition on behalf
consumer debts and has chosen to file under chapter 7] I am of the debtor.
aware that I may proceed under chapter 7, 11, 12 or 13 of
title 11, United States Code, understand the relief available The debtor requests relief in accordance with the
under such chapter, and choose to proceed under Chapter 7. chapter of title 11, United States Code, specified in
I request relief in accordance with the chapter of title 11, this petition.
United States Code, specified in this petition.
X______________________________________________________
Signature of Authorized Individual
James C. Williams
X ___________________________________________________ Printed Name of Authorized Individual
Signature of Debtor Secretary , Chief Financial Officer
X ___________________________________________________ Title of Authorized Individual
Signature of Joint Debtor November 20, 2001
___________________________________________________ Date
Telephone Number (If not represented by attorney)
___________________________________________________
Date
Signature of Attorney Signature of Non-Attorney Petition Preparer
X _____________________________________________________ I certify that I am a bankruptcy petition preparer as defined in
E. P. Keiffer 11 U.S.C. ss.110, that I prepared this document for compensation,
_____________________________________________________ and that I have provided the debtor with a copy of this document.
Printed Name of Attorney for Debtor(s)
Hance, Scarborough , Wright, Ginsberg & Brusilow, LLP
-----------------------------------------------------
Firm Name _____________________________________________________
1401 Elm Street, Suite 4750, Dallas, Texas 75202 Printed Name of Bankruptcy Petition Preparer
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Address
(214)-651-6517 _____________________________________________________
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Telephone Number Social Security Number
November 5, 2001
------------------------------------------------------
Date _____________________________________________________
Address
_____________________________________________________
Names and Social Security numbers of all other
Exhibit A individuals who prepared or assisted in preparing
(To be completed if debtor is required to file periodic this document:
reports(e.g., forms 10K and 10Q) with the Securities and
Exchange Commission pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934 and is requesting If more than one person prepared this document, attach
relief under chapter 11) additional sheets conforming to the appropriate
official form for each person.
[X] Exhibit A is attached and made part of this petition.
X ______________________________________________________
Exhibit B Signature of Bankruptcy Petition Preparer
(to be completed if debtor is an
individual whose debts are primarily -------------------------------------------------------
consumer debts) Date
I, the attorney for the petitioner named in the foregoing
petition, declare that I have informed the petitioner A bankruptcy petition preparer's failure to comply with the
that [he or she] may proceed under chapter 7, 11, 12, provisions of title 11 and the Federal Rules of Bankruptcy
or 13 of title 11, United States Code, and have Procedure may result in fines or imprisonment or both 11
explained the relief available under each such chapter. U.S.C. ss.110; 18 U.S.C. ss.156.
X_________________________________________________
Signature of Attorney for Debtor(s) Date
Form B1, Exh. A (9/97)
Exhibit "A"
[If debtor is required to file periodic reports (e.g., forms 10K and 10Q) with
the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 and is requesting relief under chapter 11 of the
Bankruptcy Code, this Exhibit "A" shall be completed and attached to the
petition.]
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
IN RE: ss.
ss.
ALFORD REFRIGERATED ss. CASE NO. 01-39776-BJH-11
WAREHOUSES, INC. ss.
ss.
DEBTOR ss.
Exhibit "A" to Voluntary Petition
1. If any of the debtor's securities are registered under Section 12 of the
Securities Exchange Act of 1934, the SEC file number is 000-25351.
2. The following financial data is the latest available information and refers
to the debtor's condition on November 20, 2001.
a. Total assets $ 21,100,000
b. Total debts (including debts listed in 2.c., below) $ 16,300,000
Approximate
number of
holders
c. Debt securities held by more than 500 holders.
secured / / unsecured / / subordinated / / $ 0___________________ _____________
secured / / unsecured / / subordinated / / $ 0___________________ _____________
secured / / unsecured / / subordinated / / $ 0___________________ _____________
secured / / unsecured / / subordinated / / $ 0___________________ _____________
secured / / unsecured / / subordinated / / $ 0___________________ _____________
d. Number of shares of preferred stock 0__________________ _____________
e. Number of shares of common stock 7,040,715____________ 1,000 ________
Comments, if any: _____________________________________________________
_______________________________________________________________________
_______________________________________________________________________
3. Brief description of debtor's business: Public refrigerated warehousing
operation in Texas
________________________________________________________________________________
________________________________________________________________________________
4. List the names of any person who directly or indirectly owns, controls, or
holds, with power to vote, 5% or more of the voting securities of debtor:
Joseph Y. Robichaud
________________________________________________________________________________
________________________________________________________________________________