EXHIBIT 99.9
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
In re:
Cape Cod Light, L.L.C.,
Case Number 01-10962 EIK
Debtor. Chapter 11
SCHEDULE OF ASSETS AND LIABILITIES
DECLARATION UNDER PENALTY OF PERJURY OF
RANDALL L. TALCOTT, ON BEHALF OF THE CORPORATION
I, Randall L. Talcott, Vice President -- Finance of Cape Cod Light,
L.L.C., the above-captioned debtor and debtor in possession (the "Debtor"),
declare under penalty of perjury that I have read the following Summary of
Schedules and Schedule A, B, D, E, F, G and H (collectively, the "Schedules"),
and that they are true and correct to the best of my knowledge, information and
belief. Although every effort has been made to make the Schedules accurate and
complete, because of the magnitude and complexity of the task, inadvertent
errors and omissions may exist.
Dated: January 2002 /s/ Randall L. Talcott
-----------------------------------------
Randall L. Talcott
Vice President -- Finance
Cape Cod Light, L.L.C.
Two North Riverside Plaza
Chicago, IL 60606-2609
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
In re: CAPE COD LIGHT, L.L.C. Case Number:01-10962(EIK)
SCHEDULE OF ASSETS AND LIABILITIES
Unless otherwise indicated, data is as of the close of business on October 19,
2001 (the"Petition Date").
The Debtor has used its best efforts to compile the information set forth in
these Schedules of Assets and Liabilities from its books and records maintained
in the ordinary course of business. The Debtor reserves the right to amend these
Schedules of Assets and Liabilities as additional information becomes available.
Certain information set forth in these Schedules of Assets and LIabilities is
duplicative of information previously disclosed in the chapter 11 petition or
related first day papers filed by the debtors and debtor in possession in the
chapter 11 cases jointly administered with the chapter 11 case of Debtor
American Classic Voyages Co., Case Number 01-10954 (collectively, "AMCV"). In
the course of preparing these Schedules of Assets and Liabilities, the debtor
reviewed and, where appropriate, revised such information to the best of its
ability, to reflect postpetition accounting adjustments made according to the
Debtor's normal accounting practices.
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
In re: CAPE COD LIGHT, L.L.C. Case No:01-10962(EIK)
SUMMARY OF SCHEDULES
Indicate as to each schedule whether that schedule is attached.
Report totals from Schedules A, B, D, E, F, I and J in the boxes provided. Add
the amounts from Schedules A and B to determine the total amount of the debtor's
assets. Add the amounts from Schedules D, E and F to determine the total amount
of the debtor's liability.
ATTACHED
NAME OF SCHEDULE (YES/NO) ASSETS LIABILITIES
---------------- -------- ------ -----------
A. Real Property Yes $ 0.00
B. Personal Property Yes $51,036,855.82
D. Creditors Holding Secured Claims Yes $39,949,899.00
E. Creditors Holding Unsecured Priority Claims Yes $ 0.00
F. Creditors Holding Unsecured Nonpriority Claims Yes $57,414,997.23
G. Executory Contracts and Unexpired Leases Yes
H. Codebtors Yes
EXHIBITS TO SCHEDULE
I. Current Income of Individual Debtor(s) No
J. Current Expenditure of Individual Debtor(s) No
TOTALS $51,036,855.82 $97,364,896.23
CAPE COD LIGHT, L.L.C. 01-10962 (EIK)
- ---------------------- --------------
Debtor Case No.
SCHEDULE A - REAL PROPERTY
Except as directed below, list all real property in which the debtor
has any legal, equitable or future interest, including all property owned as a
co-tenant, community property, or in which the debtor has a life estate. Include
any property in which the debtor holds rights and powers exercisable for the
debtor's own benefit. If the debtor holds no interest in real property, write
"None" under "Description and Location of Property."
DO NOT INCLUDE INTERESTS IN EXECUTORY CONTRACTS AND UNEXPIRED LEASES ON
THIS SCHEDULE. LIST THEM IN SCHEDULE G - EXECUTORY CONTRACTS AND UNEXPIRED
LEASES.
If an entity claims to have a lien or holds a secured interest in any
property, state the amount of the secured claim. See Schedule D. If no entity
claims to hold a secured interest in the property, write "None" in the column
labeled "Amount of Secured Claim."
If the debtor is an individual or if a joint petition is filed, state
the amount of any exemption claimed in the property only in Schedule C -
Property claimed as Exempt.
See Attached
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
CAPE COD LIGHT, L.L.C. 01-10962 (EIK)
- ---------------------- --------------
Debtor Case No.
SCHEDULE A - REAL PROPERTY
NET BOOK VALUE
OF DEBTOR'S INTEREST
IN PROPERTY, WITHOUT
DEDUCTING ANY SECURED
DESCRIPTION AND LOCATION NATURE OF DEBTOR'S CLAIM OR EXEMPTION AMOUNT OF
OF PROPERTY INTEREST IN PROPERTY SECURED CLAIM
- ----------------------------------------------------------------------------------------------------------
-None-
Total Debtor -
Total -
CAPE COD LIGHT, L.L.C. 01-10962 (EIK)
- ---------------------- --------------
Debtor Case No.
SCHEDULE B - PERSONAL PROPERTY
Except as directed below, list all personal property of the debtor of
whatever kind. If the debtor has no property in one or more of the categories,
identify by inserting the word "None" where appropriate. If additional space is
needed in any category, attach a separate sheet properly identified with the
case name, case number, and the number of the category. If the debtor is an
individual or a joint petition is filed, state the amount of any exemptions
claimed on Schedule C - Property Claimed as Exempt.
DO NOT INCLUDE INTERESTS IN EXECUTORY CONTRACTS AND UNEXPIRED LEASES ON
THIS SCHEDULE. LIST THEM IN SCHEDULE G - EXECUTORY CONTRACTS AND UNEXPIRED
LEASES.
If the property is being held for the debtor by someone else, state
that person's name and address under "Description and Location of Property."
See Attached
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
In re: CAPE COD LIGHT, L.L.C. Case No: 01-10962 (EIK )
SCHEDULE B - PERSONAL PROPERTY
DESCRIPTION AND LOCATION NET BOOK
TYPE OF PROPERTY NONE OF PROPERTY VALUE(*)
---------------- ---- ------------------------ --------
1. Cash on hand. X NONE $ 0.00
2. Checking, savings or other financial accounts, certificates SEE EXHIBIT-B2 $8,158,727.80
of deposit, or shares in banks, savings and loan, thrift,
building and loan, and homestead associations, or
credit unions, brokerage houses, or cooperatives.
3. Security deposits with public utilites, telephone X NONE $ 0.00
companies, landlords and others.
4. Household goods and furnishings, including audio, video X NONE $ 0.00
and computer equipment.
5. Books, pictures and other art objects, antiques, stamp, SEE EXHIBIT-B5 $ 0.00
coin, record, tape, compact disc and
other collections or collectibles.
6. Wearing apparel. X NONE $ 0.00
7. Furs and jewelry. X NONE
$ 0.00
8. Firearms and sports, photographic and other hobby X NONE $ 0.00
equipment.
9. Interests in insurance policies. Name of insurance X NONE $ 0.00
company of each policy and itemize surrender or
refund value of each.
10. Annuities. Itemize and name each issuer. X NONE $ 0.00
11. Interests in IRA, ERISA, Keogh, or other pension or profit X NONE $ 0.00
sharing plan.
12. Stock and interest in incorporated and unincorporated X NONE $ 0.00
businesses.
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
In re: CAPE COD LIGHT, L.L.C. Case No: 01-10962 (EIK)
SCHEDULE B - PERSONAL PROPERTY
DESCRIPTION AND LOCATION BOOK
TYPE OF PROPERTY NONE OF PROPERTY VALUE(*)
---------------- ---- ------------------------ --------
13. Interest in partnerships or joint ventures. X NONE $ 0.00
14. Government and corporate bonds and other negotiable X NONE $ 0.00
and non-negotiable instruments.
15. Accounts receivable. SEE EXHIBIT-B15 $3,961,914.69
16. Alimony, maintenance, support and property settlements X NONE $ 0.00
to which the debtor is or may be entitled.
17. Other liquidated debts owing debtor including tax refunds. SEE EXHIBIT-B17 $ 0.00
18. Equitable future interests, life estates, and rights or X NONE $ 0.00
powers exercisable for the benefit of the debtor other than
those listed in Schedule of Real Property.
19. Contingent and noncontigent interests in estate of a X NONE $ 0.00
decedent, death benefit plan, life insurance policy or
trust
20. Other contingent and unliquidated claims of every nature, SEE EXHIBIT-B20 $ 0.00
including tax refunds, counterclaims of the debtor and
rights to setoff claims.
21. Patents, copyrights and other intellectual property. X NONE $ 0.00
22. Licenses, franchises and other general intangibles. SEE EXHIBIT-B22 $ 0.00
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
In re: CAPE COD LIGHT, L.L.C. Case No: 01-10962 (EIK)
SCHEDULE B - PERSONAL PROPERTY
DESCRIPTION AND LOCATION NET BOOK
TYPE OF PROPERTY NONE OF PROPERTY VALUE(*)
---------------- ---- ----------- --------
23. Automobiles, trucks, trailers and other vehicles and X NONE $ 0.00
accessories
24. Boats, motors and accessories X NONE $ 0.00
25. Aircraft and accessories X NONE $ 0.00
26. Office equipment, furnishings and supplies X NONE $ 0.00
27. Machinery, fixtures, equipment and supplies used in X NONE $ 0.00
business
28. Inventory SEE EXHIBIT-B28 $ 217,563.69
29. Animals X NONE $ 0.00
30. Crop - growing or harvested X NONE $ 0.00
31. Farm equipment and implements X NONE $ 0.00
32. Farm supplies, chemicals and feed X NONE $ 0.00
33. Other personal property of any kind not already listed SEE EXHIBIT-B33 $ 38,698,649.64
TOTAL: $ 51,036,855.82
UNITED STATES BANKRUPTCY COURT 1/4/02
DISTRICT OF DELAWARE Page 1 of 8
In re: CAPE COD LIGHT, L.L.C. Case No: 01-10962 (EIK)
SCHEDULE B - PERSONAL PROPERTY
EXHIBIT B2
ASSET ID DESCRIPTION LOCATION NET BOOK VALUE
- -------- ----------- -------- --------------
110 CAPE COD LIGHT ESCROW ACCOUNT U.S. DEPARTMENT OF TRANSPORTATION $8,158,727.80
MARITIME ADMINISTRATION
400 SEVENTH STREET, SW
WASHINGTON, DC 20590
-------------
TOTAL $8,158,727.80
=============
UNITED STATES BANKRUPTCY COURT 1/4/02
DISTRICT OF DELAWARE Page 2 of 8
In re: CAPE COD LIGHT, L.L.C. Case No: 01-10962 (EIK)
SCHEDULE B - PERSONAL PROPERTY
EXHIBIT B5
ASSET ID DESCRIPTION LOCATION NET BOOK VALUE
- -------- ----------- -------- --------------
534
----------
TOTAL $ 0.00
==========
Amounts are included in B26 and B27.
UNITED STATES BANKRUPTCY COURT 1/4/02
DISTRICT OF DELAWARE Page 3 of 8
In re: CAPE COD LIGHT, L.L.C. Case No: 01-10962 (EIK)
SCHEDULE B - PERSONAL PROPERTY
EXHIBIT B15
ASSET ID DESCRIPTION LOCATION NET BOOK VALUE
- -------- ----------- -------- --------------
222 ACCOUNTS RECEIVABLE PASSENGER FARE RECEIVABLES $ 12,632.96
352 INTERCOMPANY RECEIVABLES AMERICAN CLASSIC VOYAGES CO. $1,830,239.62
353 INTERCOMPANY RECEIVABLES CAPE MAY LIGHT, LLC $ 8,675.31
507 INTERCOMPANY RECEIVABLES DELTA QUEEN COASTAL VOYAGES, L.L.C. $ 1,302.19
354 INTERCOMPANY RECEIVABLES GREAT AQ STEAMBOAT, LLC $ 500,000.00
355 INTERCOMPANY RECEIVABLES GREAT INDEPENDENCE SHIP CO. $ 32,099.49
356 INTERCOMPANY RECEIVABLES GREAT RIVER CRUISE LINE, LLC $ 270.05
357 INTERCOMPANY RECEIVABLES OCEANIC SHIP CO. $ 42,930.22
358 INTERCOMPANY RECEIVABLES PROJECT AMERICA SHIP II, INC. $ 97,472.74
360 INTERCOMPANY RECEIVABLES THE DELTA QUEEN STEAMBOAT CO. $1,436,292.11
-------------
TOTAL $3,961,914.69
=============
UNITED STATES BANKRUPTCY COURT 1/4/02
DISTRICT OF DELAWARE Page 4 of 8
In re: CAPE COD LIGHT, L.L.C. Case No: 01-10962 (EIK)
SCHEDULE B - PERSONAL PROPERTY
EXHIBIT B14
ASSET ID DESCRIPTION LOCATION NET BOOK VALUE
- -------- ----------- -------- --------------
555
------
TOTAL $0.00
=====
Additional planning opportunities may exist which could decrease the projected
2001 income tax liabilities and increase the projected tax refund amounts.
UNITED STATES BANKRUPTCY COURT 1/4/02
DISTRICT OF DELAWARE Page 5 of 8
In re: CAPE COD LIGHT, L.L.C. Case No: 01-10962 (EIK)
SCHEDULE B - PERSONAL PROPERTY
EXHIBIT B20
ASSET ID DESCRIPTION LOCATION NET BOOK VALUE
- -------- ----------- -------- --------------
125 CLAIM UNITED STATES OF AMERICA (SEE NOTE BELOW) UNKNOWN
DEPARTMENT OF TRANSPORTATION
MARITIME ADMINISTRATION
-------
TOTAL $ 0.00
=======
Cape Cod Light, L.L.C. has a claim against the United States of America, through
the Department of Transportation, Maritime Administration, for amounts due and
owing under the escrow account established by that certain Security Agreement
relating to United States Government Guaranteed Ship Financing Obligations
between Cape Cod Light, L.L.C. and the United States of America dated October
16, 2000.
Additional planning opportunities may exist which could decrease the projected
2001 income tax liabilities and increase the projected tax refund amounts.
UNITED STATES BANKRUPTCY COURT 1/4/02
DISTRICT OF DELAWARE Page 6 of 8
In re: CAPE COD LIGHT, L.L.C. Case No: 01-10962 (EIK)
SCHEDULE B - PERSONAL PROPERTY
EXHIBIT B22
ASSET ID DESCRIPTION LOCATION NET BOOK VALUE
- -------- ----------- -------- --------------
475 LIQUOR LICENSE STATE OF NEW YORK UNKNOWN
LICENSE.CERTIFICATE# 511451
476 LIQUOR LICENSE STATE OF VIRGINIA UNKNOWN
LICENSE/CERTIFICATE # 012332
474 LIQUOR LICENSE: STATE OF FLORIDA UNKNOWN
LICENSE/CERTIFICATE# 7927
------
TOTAL $ 0.00
======
UNITED STATES BANKRUPTCY COURT 1/4/02
DISTRICT OF DELAWARE Page 7 of 8
In re: CAPE COD LIGHT, L.L.C. Case No: 01-10962 (EIK)
SCHEDULE B - PERSONAL PROPERTY
EXHIBIT B28
ASSET ID DESCRIPTION LOCATION NET BOOK VALUE
- -------- ----------- -------- --------------
463 INVENTORY: CAPE COD LIGHT $217,563.69
HOTEL SUPPLY
-----------
TOTAL $217,563.69
===========
Physical counts of inventory will be performed at a later date. Book values
included in this schedule will be adjusted to reflect such counts.
UNITED STATES BANKRUPTCY COURT 1/4/02
DISTRICT OF DELAWARE Page 8 of 8
In re: CAPE COD LIGHT, L.L.C. Case No: 01-10962 (EIK)
SCHEDULE B - PERSONAL PROPERTY
EXHIBIT B33
ASSET ID DESCRIPTION LOCATION NET BOOK VALUE
- -------- ----------- -------- --------------
32 CONSTRUCTION IN PROCESS ROBIN STREET WHARF $35,993,283.77
1380 PORT OF NEW ORLEANS PLACE
NEW ORLEANS, LA 70130-1890
509 DEFERRED LOAN COSTS NEW ORLEANS $ 2,630,465.87
508 PREPAID EXPENSES NEW ORLEANS, LA $ 74,900.00
TOTAL $38,698,649.64
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
In re: CAPE COD LIGHT, L.L.C. Case Number:01-10962 (EIK)
SCHEDULE D -- CREDITORS HOLDING SECURED CLAIMS
State the name, mailing address, including zip code, and the account number, if
any, of all the entities holding claims secured by property of the debtor as of
the date of filing the petition. List creditors holding all types of secured
interests such as judgment liens, garnishments, statutory liens, mortgages,
deeds of trust, or other security interests. List creditors in alphabetic order
to the extent practicable. If all secured creditors will not fit on this page,
use the continuation sheet provided.
If any entity other than a spouse in a joint case may be jointly liable on a
claim, place an "X" in the column labeled "Codebtor." Include the entity on the
appropriate schedule of creditors, and complete Schedule H - Codebtors.
If the claim is contingent, place an "X" in the column labeled "Contingent." If
the claim is unliquidated, place an "X" in the column labled "Unliquidated." If
the claim is disputed, place an "X" in the column labled "Disputed." (You may
need to place an "X" in more than one of these three columns.)
Report the total of all claims listed in this schedule in the box labled "Total"
on the last sheet of the completed schedule. Report this total also on the
Summary of Schedules.
See Attached
In re: CAPE COD LIGHT, L.L.C. Case No: 01-10962 (EIK)
SCHEDULE D - CREDITORS HOLDING SECURED CLAIMS
Creditor's Name and Claim was incurred on or Contingent Amount Unsecured
Mailing Address before the date listed below. of Claim Portion.
Including Zip Code Unliquidated If Any
If claim is subject to
text setoff, so state. Disputed
Date Amount Co-
Debt
Sub Schedule SECURED BANK DEBT
US DEPT OF TRANSPORTATION X X X X
400 SEVENTH STREET, SW PRINCIPAL AMOUNT: $38,500,000.00
WASHINGTON DC 20590 INTEREST: $1,449,899.00
Creditor: 127054 - 27 X X X
SECURITY AGREEMENT IN SHIP
CONSTRUCTION IN PROGRESS
SHIP CONSTRUCTION FINANCING $39,949,899.00 $ .00
Total Sub Schedule: $39,949,899.00 $0.00
Total Schedule D: $39,949,899.00 $0.00
$39,949,899.00 $0.00
Page 1 of 1
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
In re: CAPE COD LIGHT, L.L.C. Case Number:01-10962 (EIK )
SCHEDULE G -- EXECUTORY CONTRACTS AND UNEXPIRED LEASES
Describe all executory contracts of any nature and all unexpired leases of real
or personal property. Include any timeshare interests.
State nature of debtor's interest in contract, i.e., "Purchaser," "Agent," etc.
State whether debtor is the lessor or lessee of a lease.
Provide the names and complete mailing addresses of all other parties to each
lease or contract described.
NOTE: A party listed on this schedule will not receive notice of the filing of
this case unless the party is also scheduled in the appropriate schedule of
creditors.
LISTING A CONTRACT OR AGREEMENT ON THIS SCHEDULE DOES NOT CONSTITUTE AN
ADMISSION THAT SUCH CONTRACT OR AGREEMENT IS AN EXECUTORY CONTRACT OR UNEXPIRED
LEASE OR THAT SUCH CONTRACT OR AGREEMENT IS VALID OR ENFORCEABLE. ANY AND ALL OF
THE DEBTOR'S RIGHTS, CLAIMS AND CAUSES OF ACTION WITH RESPECT TO THE CONTRACTS
AND AGREEMENTS LISTED ON THIS SCHEDULE ARE HEREBY RESERVED AND PRESERVED.
OMISSION OF A CONTRACT OR AGREEMENT FROM THIS SCHEDULE DOES NOT CONSTITUTE AN
ADMISSION THAT SUCH OMITTED CONTRACT OR AGREEMENT IS NOT AN EXECUTORY CONTRACT
OR UNEXPIRED LEASE. THE DEBTOR'S RIGHTS UNDER THE BANKRUPTCY CODE WITH RESPECT
TO ANY SUCH OMITTED CONTRACT OR AGREEMENT ARE NOT IMPAIRED BY THE OMISSION. THIS
SCHEDULE MAY BE AMENDED AT ANY TIME TO ADD ANY OMITTED CONTRACT OR AGREEMENT.
[X] Check this box if debtor has no creditors holding executory contracts and
unexpired leases to report on this Schedule G.
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
In re: CAPE COD LIGHT, L.L.C. Case Number: 01-10962 (EIK)
SCHEDULE H
Provide the information requested concerning any person or entity, other than a
spouse in a joint case, that is also liable on any debts listed by debtor in the
schedules of creditors. Include all guarantors and co-signers. In community
property states, a married debtor not filing a joint case should report the name
and address of the nondebtor spouse on this schedule. Include all names used by
the nondebtor spouse during the six years immediately preceding the commencement
of this case.
CREDITOR CODEBTOR
UNITED STATES DEPARTMENT DELTA QUEEN COASTAL VOYAGES LLC
OF TRANSPORTATION 1380 PORT OF NEW ORLEANS PLACE
MARITIME ADMINISTRATION NEW ORLEANS, LA 70130
400 SEVENTH STREET, SW
WASHINGTON DC 20590