EXHIBIT 99.38
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
In re:
American Hawaii Properties Corporation,
Case Number 01-10976 EIK
Debtor. Chapter 11
STATEMENT OF FINANCIAL AFFAIRS
DECLARATION UNDER PENALTY OF PERJURY OF
RANDALL L. TALCOTT, ON BEHALF OF THE CORPORATION
I, Randall L. Talcott, Vice President -- Finance of American Hawaii
Properties Corporation, the above-captioned debtor and debtor in possession (the
"Debtor"), declare under penalty of perjury that I have read the following
Statement of Financial Affairs, and any attachments thereto, and that it is true
and correct to the best of my knowledge, information and belief. Although every
effort has been made to make the Statement of Financial Affairs 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
American Hawaii Properties Corporation
Two North Riverside Plaza
Chicago, IL 60606-2609
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
In re: AMERICAN HAWAII PROPERTIES CORPORATION Case Number:01-10976(EIK)
STATEMENT OF FINANCIAL AFFAIRS
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
this Statement of Financial Affairs from its books and records maintained in the
ordinary course of business. The Debtor reserves the right to amend this
Statement of Financial Affairs as additional information becomes available.
Certain information set forth in this Statement of Financial Affairs is
duplicative of information previously disclosed in the chapter 11 petitions or
related first day papers filed by the debtors and debtors 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 this Statement of Financial Affairs, 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.
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
1. INCOME FROM EMPLOYMENT OR OPERATION OF BUSINESS
None State the gross amount of income the debtor has received from
[X] employment, trade, or profession, or from operation of the debtor's
business from the beginning of this calendar year to the date this case
was commenced. State also the gross amounts received during the two
years immediately preceding this calendar year. (A debtor that
maintains, or has maintained, financial records on the basis of a
fiscal rather than a calendar year may report fiscal year income.
Identify the beginning and the ending dates of the debtor's fiscal
year).
AMOUNT SOURCE (if more than one)
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DISTRICT OF DELAWARE Page 1 of 1
In re:AMERICAN HAWAII PROPERTIES CORPORATION Case No: 01-10976(EIK)
2. INCOME OTHER THAN FROM EMPLOYMENT OR OPERATION OF BUSINESS
None State the amount of income received by the debtor other than from
[ ] employment, trade, profession or operation of the debtor's business
during the two years immediately preceding the commencement of this
case. Give particulars.
AMOUNT SOURCE
------ ------
$12,000.00 01/01/00 - 12/31/00 -- OTHER INCOME
The presentation of financial data has been prepared as part of the Debtor's
annual tax filing with the Internal Revenue Service. The tax filings were the
only manner in which financial data was prepared on a consolidating basis for
all Debtor subsidiaries. This information is unaudited. Previously, financial
information was prepared on a consolidated basis for all debtors or for certain
groups of debtors. Consolidated financial statements for American Classic
Voyages Co., and for certain other subsidiaries was audited by the independent
auditors listed in item 19b. Differences between the audited consolidated
financial statements of American Classic Voyages Co. and the information
presented in these schedules for each debtor and non-debtor on a consolidated
basis relates primarily to differences between tax-basis and book-basis
depreciation expense.
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
3. PAYMENTS TO CREDITORS
None a. List all payments on loans, installment purchases of goods or
[ ] services, and other debts, aggregating more than $600.00 to any
creditor, made within 90 days immediately preceding the commencement of
this case.
NAME AND ADDRESS DATE OF AMOUNT AMOUNT
OF CREDITOR PAYMENT PAID STILL OWING
- ----------- ------- ---- -----------
- See attachment -
Statement of Financial Affairs
3A. Payment to Creditors Page:1 of 1
Debtor: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
Creditor Check No. Date Check Amount
- -------- --------- ---- ------------
In the ordinary course of business during the applicable period, the Debtor paid
the majority of its subsidiaries' and affiliates' obligations through its
centralized cash management system. Under this arrangement, the Debtor paid each
of these obligations out of its bank accounts and then entered into offsetting
transactions through intercompany accounts. The offsetting intercompany
transactions made in the ordinary course of business, as described above, are
not set forth herein.
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No: 01-10976(EIK)
3. PAYMENTS TO CREDITORS
None b. List all payments within one year immediately preceding the
[ ] commencement of this case to or for the benefit of creditors who are or
were insiders.
NAME AND ADDRESS DATE OF AMOUNT AMOUNT
OF CREDITOR PAYMENT PAID STILL OWING
- ----------- ------- ---- -----------
- See attachment -
Statement of Financial Affairs Page:1 of 1
3B. Payment to Insiders
Debtor: AMERICAN HAWAII PROPERTIES CORPORATION Case No:(01-10976(EIK)
Creditor Check No. Date Check Amount Description
- -------- --------- ---- ------------ -----------
Please refer to the response to Item 3b in the Statement of Financial Affairs of
Debtor American Classic Voyages Co., Case number 01-10954.
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
4. SUITS AND ADMINISTRATIVE PROCEEDINGS, EXECUTIONS, GARNISHMENTS AND
ATTACHMENTS
None a. List all suits and administrative proceedings to which the debtor is
or was a party within one year immediately preceding the filing of this
bankruptcy case.
CASE #: 1:97-1217
CAPTION: AGBAYANI, ARSENIO D. V. AMERICAN HAWAII
PROPERTIES CORPORATION
COURT:
NATURE: ASBESTOS CLAIM
STATUS: ACTIVE
CASE #: 1:97-1213
APTION: ALBERSON, HOWARD C. V. AMERICAN HAWAII PROPERTIES CORPORATION
COURT:
NATURE: ASBESTOS CLAIM
STATUS: ACTIVE
CASE #: 1:93CV13494
CAPTION: ANDERSON, SCOTT E. - ESTATE OF V. AMERICAN HAWAII PROPERTIES
CORPORATION
COURT:
NATURE: ASBESTOS CLAIM
STATUS: ACTIVE
CASE #: 1:97-1232
CAPTION: BLATCHFORD, MICHAEL J. V. AMERICAN HAWAII PROPERTIES CORPORATION
COURT:
NATURE: ASBESTOS CLAIM
STATUS: ACTIVE
CASE #: C86-3163
CAPTION: BRATTON, BENSON L. V. AMERICAN HAWAII PROPERTIES CORPORATION
COURT:
NATURE: ASBESTOS CLAIM
STATUS: ACTIVE
CASE #: 1:97-1224
CAPTION: CORTEZ, ARSENIO B. V. AMERICAN HAWAII PROPERTIES CORPORATION
COURT:
NATURE: ASBESTOS CLAIM
STATUS: ACTIVE
CASE #: 1:89CV11043
CAPTION: CUNNINGHAM, DAVID A. V. AMERICAN HAWAII PROPERTIES CORPORATION
COURT:
NATURE: ASBESTOS CLAIM
STATUS: ACTIVE
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
4. SUITS AND ADMINISTRATIVE PROCEEDINGS, EXECUTIONS, GARNISHMENTS AND
ATTACHMENTS
None a. List all suits and administrative proceedings to which the debtor is
or was a party within one year immediately preceding the filing of this
bankruptcy case.
CASE #: 1:93CV10756
CAPTION: DIAZ, LOUIE G. V. AMERICAN HAWAII PROPERTIES CORPORATION
COURT:
NATURE: ASBESTOS CLAIM
STATUS: ACTIVE
CASE #: C86-1869
CAPTION: EADES, GEORGE A. V. AMERICAN HAWAII PROPERTIES CORPORATION
COURT:
NATURE: ASBESTOS CLAIM
STATUS: ACTIVE
CASE #: 1:93CV10826
CAPTION: FONTAINE, HARRY V. AMERICAN HAWAII PROPERTIES CORPORATION
COURT:
NATURE: ASBESTOS CLAIM
STATUS: ACTIVE
CASE #: 1:97-1243
CAPTION: KENNEDY, GERALD C. V. AMERICAN HAWAII PROPERTIES CORPORATION
COURT:
NATURE: ASBESTOS CLAIM
STATUS: ACTIVE
CASE #: 1:97-1249
CAPTION: LAURETA, JOSEPH V. AMERICAN HAWAII PROPERTIES CORPORATION
COURT:
NATURE: ASBESTOS CLAIM
STATUS: ACTIVE
CASE #: 1:97-1248
CAPTION: LEVINE, JODI B. V. AMERICAN HAWAII PROPERTIES CORPORATION
COURT:
NATURE: ASBESTOS CLAIM
STATUS: ACTIVE
CASE #: 1:93CV11200
CAPTION: LIWAG, EXEQUIEL V. AMERICAN HAWAII PROPERTIES CORPORATION
COURT:
NATURE: ASBESTOS CLAIM
STATUS: ACTIVE
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
4. SUITS AND ADMINISTRATIVE PROCEEDINGS, EXECUTIONS, GARNISHMENTS AND
ATTACHMENTS
None a. List all suits and administrative proceedings to which the debtor is
or was a party within one year immediately preceding the filing of this
bankruptcy case.
CASE #: C86-1680
CAPTION: MELTON, JESSE E. V. AMERICAN HAWAII PROPERTIES CORPORATION
COURT:
NATURE: ASBESTOS CLAIM
STATUS: ACTIVE
CASE #: 1:97-1264
CAPTION: POULIOT, REBECCA J. V. AMERICAN HAWAII PROPERTIES CORPORATION
COURT:
NATURE: ASBESTOS CLAIM
STATUS: ACTIVE
CASE #: 1:93CV10353
CAPTION: REINOLDS-HARPER, KATHRYN F. V. AMERICAN HAWAII PROPERTIES
CORPORATION
COURT:
NATURE: ASBESTOS CLAIM
STATUS: ACTIVE
CASE #: 1:97-1343
CAPTION: ROCES, HONESTO W. V. AMERICAN HAWAII PROPERTIES CORPORATION
COURT:
NATURE: ASBESTOS CLAIM
STATUS: ACTIVE
CASE #: 1:97-1341
CAPTION: ROFAIL, GEORGE V. AMERICAN HAWAII PROPERTIES CORPORATION
COURT:
NATURE: ASBESTOS CLAIM
STATUS: ACTIVE
CASE #: 1:98-705
CAPTION: SHELTON, JOHN C. V. AMERICAN HAWAII PROPERTIES CORPORATION
COURT:
NATURE: ASBESTOS CLAIM
STATUS: ACTIVE
CASE #: 1:98-704
CAPTION: SINNARD, DENNIS V. AMERICAN HAWAII PROPERTIES CORPORATION
COURT:
NATURE: ASBESTOS CLAIM
STATUS: ACTIVE
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
4. SUITS AND ADMINISTRATIVE PROCEEDINGS, EXECUTIONS, GARNISHMENTS AND
ATTACHMENTS
None a. List all suits and administrative proceedings to which the debtor is
[ ] or was a party within one year immediately preceding the filing of this
bankruptcy case.
CASE #: 1:89CV10126
CAPTION: TAEOTUI, SENETENARI V. AMERICAN HAWAII PROPERTIES CORPORATION
COURT:
NATURE: ASBESTOS CLAIM
STATUS: ACTIVE
CASE #: 1:97-1462
CAPTION: WERRILL, JOHN L. V. AMERICAN HAWAII PROPERTIES CORPORATION
COURT:
NATURE: ASBESTOS CLAIM
STATUS: ACTIVE
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
4. SUITS AND ADMINISTRATIVE PROCEEDINGS, EXECUTIONS, GARNISHMENTS AND
ATTACHMENTS
None b. Describe all property that has been attached, garnished or seized
[X] under any legal or equitable process within one year immediately
preceding the commencement of this case
NAME AND ADDRESS OF PERSON FOR DATE OF DESCRIPTION AND VALUE OF
WHOSE BENEFIT PROPERTY WAS SEIZED SEIZURE PROPERTY
- --------------------------------- ------- --------
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
5. REPOSSESSIONS, FORECLOSURES AND RETURNS
None List all property that has been repossessed by a creditor, sold at a
[X] foreclosure sale, transferred through a deed in lieu of foreclosure or
returned to the seller, within one year immediately preceding the
commencement of this case.
DATE OF REPOSSESSION,
NAME AND ADDRESS OF FORECLOSURE, SALE, DESCRIPTION AND VALUE
CREDITOR OR SELLER TRANSFER OR RETURN OF PROPERTY
- ------------------ ------------------ -----------
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
6. ASSIGNMENTS AND RECEIVERSHIPS
None a. Describe any assignment of property for the benefit of creditors
[X] made within 120 days immediately preceding the commencement of this
case.
NAME AND ADDRESS DATE OF TERMS OF ASSIGNMENT
OF ASSIGNEE ASSIGNMENT OR SETTLEMENT
- ----------- ---------- -------------
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
6. ASSIGNMENTS AND RECEIVERSHIPS
None b. List all property which has been in the hands of a custodian,
[X] receiver, or court-appointed official within one year immediately
preceding the commencement of this case.
NAME AND LOCATION
NAME AND ADDRESS OF COURT, CASE TITLE DATE OF DESCRIPTION AND
OF CUSTODIAN AND NUMBER ORDER VALUE OF PROPERTY
- ------------ ---------- ----- -----------------
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
7. GIFTS
None List all gifts or charitable contributions made within one year
[X] immediately preceding the commencement of this case except ordinary and
usual gifts to family members aggregating less than $200 in value per
individual family member and charitable contributions aggregating less
than $100 per recipient.
NAME AND ADDRESS OF PERSON RELATIONSHIP TO DATE OF DESCRIPTION AND
OR ORGANIZATION DEBTOR, IF ANY GIFT VALUE OF GIFT
- --------------- -------------- ---- -------------
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
8. LOSSES
None List all losses from fire, theft, other casualty or gambling within one
[X] year immediately preceding the commencement of this case or since the
commencement of this case.
DESCRIPTION OF CIRCUMSTANCE AND, IF LOSS
DESCRIPTION AND WAS COVERED IN WHOLE OR IN DATE OF
VALUE OF PROPERTY PART BY INSURANCE, GIVE PARTICULARS LOSS
- ----------------- ----------------------------------- ----
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
9. PAYMENTS RELATED TO DEBT COUNSELING OR BANKRUPTCY
None List all payments made or property transferred by or on behalf of the
[ ] debtor to any persons, including attorneys, for consultation concerning
debt consolidation, relief under the bankruptcy law or preparation of a
petition in bankruptcy within one year immediately preceding the
commencement of this case.
NAME AND ADDRESS DATE OF PAYMENT, NAME OF AMOUNT OF MONEY OR DESCRIPTION
OF PAYEE PAYOR, IF OTHER THAN DEBTOR AND VALUE OF PROPERTY
- -------- --------------------------- ---------------------
The preparation of the Debtor's chapter 11 petition and related consultation
were paid in conjunction with the provision of similar services to the Debtor's
affiliate, Debtor American Classic Voyages Co., Case Number 01-10954. See Item 9
in American Classic Voyages Cos. Statement of Financial Affairs regarding
relevent payment information.
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
10. OTHER TRANSFERS
None List all other property, other than property transferred in the
[X] ordinary course of the business or financial affairs of the debtor,
transferred either absolutely or as security within one year
immediately preceding the commencement of this case.
NAME AND ADDRESS OF TRANSFEREE, DESCRIBE PROPERTY TRANSFERRED
RELATIONSHIP TO DEBTOR DATE AND VALUE RECEIVED
- ---------------------- ---- ------------------
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
11. CLOSED FINANCIAL ACCOUNTS
None List all financial accounts and instruments held in the name of the
[X] debtor or for the benefit of the debtor which were closed, sold, or
otherwise transferred within one year immediately preceding the
commencement of this case. Include checking, savings, or other
financial accounts, certificates of deposit, or other instruments,
shares and share accounts held in banks, credit unions, pension funds,
cooperatives, associations, brokerage houses and other financial
institutions.
NAME AND ADDRESS AMOUNT AND DATE
OF INSTITUTION TYPE AND NUMBER OF ACCOUNT OF CLOSING
- -------------- -------------------------- ----------
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
12. SAFE DEPOSIT BOXES
None List each safe deposit or other box or depository in which the debtor
[X] has or had securities, cash, or other valuables within one year
immediately preceding the commencement of this case.
DATE OF
NAME AND ADDRESS OF BANK NAME AND ADDRESS OF THOSE WITH DESCRIPTION OF TRANSFER OR
OR OTHER DEPOSITORY ACCESS TO BOX OR DEPOSITORY CONTENTS SURRENDER, IF ANY
- ------------------- --------------------------- -------- -----------------
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
13. SET-OFFS
None List all set-offs made by any creditor, including a bank, against a
[X] debt or deposit of the debtor within 90 days preceding the commencement
of this case.
NAME AND ADDRESS OF
CREDITOR DATE OF SET-OFF AMOUNT OF SET-OFF
- -------- --------------- -----------------
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
14. PROPERTY HELD FOR ANOTHER PERSON
None List all Property owned by another person that the debtor holds or
[X] controls.
NAME AND ADDRESS DESCRIPTION AND VALUE LOCATION OF
OF OWNER OF PROPERTY PROPERTY
- -------- ----------- --------
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
15. PRIOR ADDRESS OF DEBTOR
None If the debtor has moved within the two years immediately preceding the
[X] commencement of this case, list all premises which the debtor occupied
during that period and vacated prior to the commencement of this case.
ADDRESS NAME USED DATES OF OCCUPANCY
- ------- --------- ------------------
From:
To:
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
16. SPOUSES AND FORMER SPOUSES
None If the debtor resides or resided in a community property state,
[X] commonwealth, or territory (including Alaska, Arizona, California,
Idaho, Louisiana, Nevada, New Mexico, Puerto Rico, Texas, Washington,
or Wisconsin) within the six-year period immediately preceding the
commencement of this case, identify the name of the debtor's spouse and
of any former spouse who resides or resided with the debtor in the
community property state.
NAME
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No: 01-10976(EIK)
17. ENVIRONMENTAL INFORMATION
For the purpose of this question, the following definitions apply:
"Environmental Law" means any federal, state or local statute or
regulation regulating pollution, contamination, releases of hazardous
or toxic substances, wastes or material into the air, land soil,
surface water, ground water, or other medium, including but not limited
to, statutes or regulation regulating the cleanup of these substances,
wastes, or material.
"Site" means any location, facility, or property as defined under any
Environmental Law, whether or not presently or formerly owned or
operated by the debtor, including, but not limited to, disposal sites.
"Hazardous Material" means anything defined as a hazardous waste,
hazardous substance, toxic substance, hazardous material, pollutant, or
contaminant or similar term under Environmental Law.
None a. List the name and address of every site for which the debtor has
[X] received notice in writing by a governmental unit that it may be liable
or potentially liable under or in violation of an Environmental Law.
Indicate the governmental unit, the date of the notice, and, if known ,
the Environmental Law.
SITE NAME NAME AND ADDRESS DATE OF ENVIRONMENTAL
AND ADDRESS OF GOVERNMENTAL UNIT NOTICE LAW
- ----------- -------------------- ------ ---
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
17. ENVIRONMENTAL INFORMATION
None b. List the name and address of every site for which the debtor
[X] provided notice to a governmental unit of a release of Hazardous
Material. Indicate the governmental unit to which the notice was sent
and the date of the notice.
SITE NAME NAME AND ADDRESS DATE OF ENVIRONMENTAL
AND ADDRESS OF GOVERNMENTAL UNIT NOTICE LAW
- ----------- -------------------- ------ ---
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17. ENVIRONMENTAL INFORMATION
None c. List all judicial or administrative proceedings, including
[X] settlements or orders, under any Environmental Law with respect to
which the debtor is or was a party. Indicate the name and address of
the governmental unit that is or was a party to the proceeding, and the
docket number.
NAME AND ADDRESS DOCKET STATUS OR
OF GOVERNMENTAL UNIT NUMBER POSITION
- -------------------- ------ --------
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
18. NATURE, LOCATION AND NAME OF BUSINESS
None a. If the debtor is an individual, list the names, addresses, taxpayer
[X] identification numbers, nature of the business, and beginning and
ending dates of all businesses in which the debtor was an officer,
director, partner, or managing executive of a corporation, partnership,
sole proprietorship, or was a self-employed professional within the six
years immediately preceding the commencement of this case, or in which
the debtor owned 5 percent or more of the voting or equity securities
within six years immediately preceding the commencement of this case.
If the debtor is a partnership, list the names, addresses, taxpayer
identification numbers, nature of the businesses, and beginning and
ending dates of all businesses in which the debtor was a partner or
owned 5 percent or more of the voting or equity securities, within the
six years immediately preceding the commencement of this case.
If the debtor is a corporation, list the names, addresses, taxpayer
identification numbers, nature of the businesses, and beginning and
ending dates of all businesses in which the debtor was a partner or
owned 5 percent or more of the voting or equity securities, within the
six years immediately preceding the commencement of this case.
NAME AND TAXPAYER NATURE OF BEGINNING &
ADDRESS ID NUMBER BUSINESS ENDING DATES
- ------- --------- -------- ------------
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
18. NATURE, LOCATION AND NAME OF BUSINESS
None b. Identify any business listed in response to subdivision a., above,
[X] that is "single asset real estate" as defined in 11 U.S.C. SEC 101.
NAME ADDRESS
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
The following questions are to be completed by every debtor that is a
corporation or partnership and by any individual debtor who is or has
been within six years immediately preceding the commencement of this
case, any of the following: an officer, director, managing executive,
or owner of more than 5 percent of the voting or equity securities of a
corporation, a partner, other than a limited partner, of a partnership,
a sole proprietor or otherwise self-employed.
(An individual or joint debtor should complete this portion of the
statement only if the debtor is or has been in business, as defined
above, within the six years immediately preceding the commencement of
this case. A debtor who has not been in business within those six years
should go directly to the signature page.)
19. BOOKS, RECORDS AND FINANCIAL STATEMENTS
None a. List all bookkeepers and accountants who within the two years
[ ] immediately preceding the filing of this bankruptcy case kept or
supervised the keeping of books of account and records of the debtor.
NAME AND ADDRESS DATES SERVICE RENDERED
- ---------------- ----------------------
JOHN M. RAU 06/94 - 07/01
3151 NORTH LINCOLN AVENUE, #306
CHICAGO IL 60657
NICHOLAS J. DAVISON 12/99 - PRESENT
SAN MICHELE, APARTMENT 2108
1301 SAINT TROPEZ CIRCLE
WESTON FL 33326
RANDALL L. TALCOTT 10/98 - PRESENT
4641 NORTH MAGNOLIA AVENUE, #2N
CHICAGO IL 60640
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
19. BOOKS, RECORDS AND FINANCIAL STATEMENTS
None b. List all firms or individuals who within two years immediately
[ ] preceding the filing of this bankruptcy case have audited the books of
account and records, or prepared a financial statement of the debtor.
NAME ADDRESS DATES SERVICE RENDERED
- ---- ------- ----------------------
KPMG PEAT MARWICK LLP 303 EAST WACKER DRIVE ENTIRE PERIOD COVERED
CHICAGO IL 60601
(*) The Debtor's financial information is generally recorded and reported on a
consolidated basis and is included in the quarterly, annual and other reports of
American Classic Voyages Co. While an opinion of independant auditors was not
rendered on the financial statements of the Debtor in the two years preceding
the filing of this bankruptcy case, the consolidated books of American Classic
Voyages Co. (including the accounts of this Debtor) were audited by the firm
listed above.
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
19. BOOKS, RECORDS AND FINANCIAL STATEMENTS
None c. List all firms or individuals who at the time of the commencement of
[ ] this case were in possession of the books of account and records of the
debtor. If any of the books of account and records are not available,
explain.
NAME ADDRESS
- ---- -------
NICHOLAS J. DAVISON SAN MICHELE, APARTMENT 2108
1301 SAINT TROPEZ CIRCLE
WESTON FL 33326
RANDALL L. TALCOTT 4641 NORTH MAGNOLIA AVENUE, #2N
CHICAGO IL 60640
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
19. BOOKS, RECORDS AND FINANCIAL STATEMENTS
None d. List all financial institutions, creditors and other parties,
[ ] including mercantile and trade agencies, to whom a financial statement
was issued within the two years immediately preceding the commencement
of this case by the debtor.
NAME AND ADDRESS DATES ISSUED
During the applicable period, with certain exceptions, American Classic Voyages
Co. has periodically submitted its financial statements to the Securities and
Exchange Commission, on a consolidated basis. As a result, the Debtor's
consolidated financial statements are publicaly available. In addition, American
Classic Voyages Co. generally provides its consolidated financial statements
directly to its primary lenders and, in certain circumstances, to other parties
in the ordinary course of business, including in support of requests for
extensions of trade credit.
UNITED STATES BANKRUPTCY COURT
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
20. INVENTORIES
None a. List the dates of the last two inventories taken of your property,
[ ] the name of the person who supervised the taking of each inventory, and
the dollar amount and basis of each inventory.
DATE OF INVENTORY DOLLAR AMOUNT OF INVENTORY
INVENTORY SUPERVISOR (Specify cost, market or other basis)
- --------- ---------- -------------------------------------
The dates of the last two inventories taken of the Debtor's property and the
persons who supervised the taking of such inventories are unknown. The book
value of the inventories is stated in the Statement of Assets and Liabilities
for the Debtor.
UNITED STATES BANKRUPTCY COURT
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
20. INVENTORIES
None b. List the name and address of the person having possession of the
[ ] records of each of the two inventories reported in a., above.
NAME AND ADDRESS OF CUSTODIAN
DATE OF INVENTORY OF INVENTORY RECORDS
- ----------------- --------------------
The dates of the last two inventories taken of the Debtor's property and the
persons who supervised the taking of such inventories are unknown. The book
value of the inventories is stated in the Statement of Assets and Liabilities
for the Debtor.
UNITED STATES BANKRUPTCY COURT
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
21. CURRENT PARTNERS, OFFICERS, DIRECTORS AND SHAREHOLDERS
None a. If the debtor is a partnership, list the nature and percentage of
[X] partnership interest of each member of the partnership.
NAME AND ADDRESS NATURE OF INTEREST PERCENTAGE OF INTEREST
- ---------------- ------------------ ----------------------
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE Page 1 of 1
In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
21. CURRENT PARTNERS, OFFICERS, DIRECTORS AND SHAREHOLDERS
None b. If the debtor is a corporation, list all officers and directors of
[ ] the corporation, and each stockholder who directly or indirectly owns,
controls, or holds 5 percent or more of the voting or equity securities
of the corporation.
NATURE AND PERCENTAGE
NAME AND ADDRESS TITLE OF STOCK OWNERSHIP
- ---------------- ----- ------------------
ALLEN, JORDAN B DIRECTOR, EXECUTIVE VICE PRESIDENT AND NONE
700 BISHOP STREET, STE. 800 SECRETARY 0.00%
HONOLULU HI 96813
CALIAN, PHILIP C DIRECTOR, CHAIRMAN OF THE BOARD AND CHIEF NONE
700 BISHOP STREET, STE. 800 EXECUTIVE OFFICER 0.00%
HONOLULU HI 96813
DAVISON, NICHOLAS J VICE PRESIDENT - FINANCE AND ASSISTANT NONE
700 BISHOP STREET, STE. 800 TREASURER 0.00%
HONOLULU HI 96813
DUNCAN, LYALL J ASSISTANT SECRETARY NONE
700 BISHOP STREET, STE. 800 0.00%
HONOLULU HI 96813
GREAT HAWAIIAN CRUISE LINE, INC OWNER
700 BISHOP STREET, STE. 800 100%
HONOLULU HI 96813
MCLEOD, RODERICK K DIRECTOR, PRESIDENT AND CHIEF OPERATING NONE
700 BISHOP STREET, STE. 800 OFFICER 0.00%
HONOLULU HI 96813
TALCOTT, RANDALL L VICE PRESIDENT AND TREASURER NONE
700 BISHOP STREET, STE. 800 0.00%
HONOLULU HI 96813
UNITED STATES BANKRUPTCY COURT
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
22. FORMER PARTNERS, OFFICERS, DIRECTORS AND SHAREHOLDERS
None a. If the debtor is a partnership, list each member who withdrew from
[X] the partnership within one year immediately preceding the commencement
of this case.
NAME ADDRESS DATE OF WITHDRAWAL
- ---- ------- ------------------
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
22. FORMER PARTNERS, OFFICERS, DIRECTORS AND SHAREHOLDERS
None b. If the debtor is a corporation, list all officers or directors whose
[X] relationship with the corporation terminated within one year
immediately preceding the commencement of this case.
NAME TITLE DATE OF TERMINATION
- ---- ----- -------------------
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
23. WITHDRAWAL FROM A PARTNERSHIP OR DISTRIBUTIONS BY A CORPORATION
None If the debtor is a partnership or corporation, list all withdrawals or
[ ] distributions credited or given to an insider, including compensation
in any form, bonuses, loans, stock redemptions, options exercised and
any other perquisite during one year immediately preceding the
commencement of this case.
NAME AND ADDRESS OF RECIPIENT DATE AND PURPOSE AMOUNT OF MONEY OR DESCRIPTION
AND RELATIONSHIP TO DEBTOR OF WITHDRAWAL AND VALUE OF PROPERTY
- -------------------------- ------------- ---------------------
Please see response to Item 3b in the Statement of Financial Affairs of Debtor,
American Classic Voyages Co., Case Number 01-10954.
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE Page 1 of 1
In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
24. TAX CONSOLIDATION GROUP
None If the debtor is a corporation, list the name and federal taxpayer
[ ] identification number of the parent corporation of any consolidated
group for tax purposes of which the debtor has been a member at any
time within the six year period immediately preceding the commencement
of the case.
NAME OF PARENT CORPORATION TAXPAYER IDENTIFICATION NUMBER
- -------------------------- ------------------------------
AMERICAN CLASSIC VOYAGES CO. 31-0303330
UNITED STATES BANKRUPTCY COURT
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In re: AMERICAN HAWAII PROPERTIES CORPORATION Case No:01-10976(EIK)
25. PENSION FUNDS
None If the debtor is not an individual, list the name and federal taxpayer
[X] identification number of any pension fund to which the debtor, as an
employer, has been responsible for contributing at any time within the
six-year period immediately preceding the commencement of the case.
NAME OF PENSION FUND TAXPAYER IDENTIFICATION NUMBER