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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK : In re: : Chapter 11 : METRO NEWSPAPER ADVERTISING : Case No. 17-22445 (RDD) SERVICES, INC., : : : Debtor. :
CERTIFICATION OF CATHERINE NOWNES-WHITAKER OF RUST CONSULTING/OMNI BANKRUPTCY WITH RESPECT TO SOLICITATION AND TABULATION OF VOTES WITH RESPECT TO THE DEBTOR’S PLAN OF LIQUIDATION PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE
Catherine Nownes-Whitaker, being duly sworn, deposes and says under penalty of
perjury as follows:
1. I am an employee of Rust Consulting/Omni Bankruptcy (“Rust/Omni”),
the Court-appointed noticing, claims and balloting agent for the above-captioned debtor and
debtor-in-possession (collectively, the “Debtor”). Pursuant to the Court’s Order Authorizing the
Employment and Retention of Rust Consulting/Omni Bankruptcy as Administrative Agent for the
Debtor and Debtor in Possession Nunc Pro Tunc to the Petition Date entered on October 30.
2017, Rust/Omni has been retained to perform services in this case as noticing, claims and
balloting agent. Such services include the tabulation of votes to accept or reject the Debtor’s
Second Amended Chapter 11 Liquidating Plan. I am authorized to submit this certification on
behalf of Rust/Omni. Unless otherwise stated in this certification, I have personal knowledge of
the facts hereinafter set forth, and if called as a witness, could and would testify completely
thereto.
______
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2. Unless the context indicates otherwise, capitalized terms used herein but
not defined shall have the definitions set forth in the Plan.
3. Except for services rendered as the noticing and claims agent, Rust/Omni
has no relationship or affiliation with the Debtor and is not a creditor of the Debtor.
4. Rust/Omni has considerable experience in tabulating the ballots of
creditors and interest holders with respect to Chapter 11 plans.
5. Pursuant to the terms of the Order Approving Debtor’s Second Amended
Disclosure Statement, Fixing Time For Filing Acceptances or Rejections of Debtor’s Second
Amended Chapter 11 Liquidating Plan and Scheduling Hearing to Consider Confirmation of
Debtor’s Second Amended Chapter 11 Liquidating Plan, entered on November 14, 2017 (the
“Solicitation Procedures Order”), the Debtor was instructed to solicit and tabulate votes from
holders of all claims entitled to vote on the Plan in accordance with specified voting procedures
(the “Solicitation Procedures”).
6. As specified in the Solicitation Procedures Order, the record date for
purposes of the solicitation of votes (the “Voting Record Date”) on the Plan was November 14,
2017. I supervised the tabulation performed by Rust/Omni on behalf of the Debtor in connection
with the Plan pursuant to the Solicitation Procedures Order.
7. I certify that, in accordance with the Solicitation Procedures Order, each
holder of a voting claim, that were entitled to vote as of the Voting Record Date was mailed a
Solicitation Package (as such term is defined in the Solicitation Procedures Order). See
Certificate of Service, sworn to on November 21, 2017 [Docket No. 146].
8. All completed ballots were required to be transmitted (a) by mail to Rust
Consulting/Omni Bankruptcy, 5955 DeSoto Avenue, Suite 100, Woodland Hills, CA 91367 c/o
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Metro Newspaper Balloting so as to be received by Omni no later than 4:00 p.m. (Prevailing
Eastern Time) on December 15, 2017 (the “Voting Deadline”).
9. Ballots returned by mail, or overnight courier, were received by
Rust/Omni personnel at Rust/Omni’s offices in Woodland Hills, California. Upon receipt of the
envelopes containing ballots, Rust/Omni followed the following procedures:
As ballots were received they were date-stamped and then opened.
Each ballot was then reviewed and the key data was entered into balloting system including (a) the creditor’s name, addresses (if modified), phone number (if provided), date received, class and claim amount; and (b) whether the creditor voted to accept or reject the Plan.
After such data entry took place, an entry specialist would review each original ballot and compare it with the data captured for such ballot, as reflected in Rust/Omni’s computer database. Any errors detected in Rust/Omni’s records would be corrected.
In accordance with the Solicitation Procedures, disqualifying errors with respect to a ballot – for example, the failure of a ballot to be signed or failure to indicate acceptance or rejection of the Plan – would be captured in Rust/Omni’s computer database.
10. All properly executed ballots received by Rust/Omni prior to the Voting
Deadline were tabulated in accordance with the process described above, and in accordance with
the Solicitation Procedures and the Solicitation Procedures Order. Rust/Omni is in possession of
each such ballot received, and copies of such ballots are available for review.
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11. The following table summarizes the results of Rust/Omni’s tabulation of
timely and properly executed ballots:
Class 3 – General Unsecured Claims Result Ballots 91 votes accepting the Plan Received 12 votes rejecting the Plan Accept Acceptance 88.35% in number of votes accepting the Plan 71.71% in dollar amount accepting the Plan ($4,095,303.31) Rejection 11.65% in number of votes rejecting the Plan 28.29% in dollar amount rejecting Plan ($1,615,636.36)
12. Detailed lists of all ballots received that are the subject of this Certification
are set forth at Exhibit A hereto. Exhibit A list, inter alia, (a) the ballots received by the Voting
Deadline; (b) the name of each creditor voting; (c) whether such creditor voted to accept or reject
the Plan; (d) the amount of such creditor’s claim for tabulation purposes; and (e) in the event a
ballot was not counted for failure to comply with the Solicitation Procedures, a summary of the
reason(s) why.
13. To the best of my knowledge, information and belief, Rust/Omni complied
with all applicable requirements of the Solicitation Procedures Order, the Bankruptcy Code and
the Federal Rules of Bankruptcy Procedure with respect to the solicitation and tabulation of votes
on the Plan.
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EXHIBIT A
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Class Summary Voting Outcome: Accepted
Total Received Total Valid Accepted Rejected Invalid # Votes: 110 103 91 12 7 Vote %: 88.35% 11.65% Amt: $5,710,939.67 $4,095,303.31 $1,615,636.36 Amt %: 71.71% 28.29%
Date Tabulated Granted Creditor Ballot # Clm Sch Received Vote Amount Releases Vote Comment ADIRONDACK DAILY ENTERPRISE 66 C-227 12/7/2017 $324.00 Accept AFRICAN-AMERICAN NEWS & ISSUES 29 C-24 11/29/2017 $15,000.00 Accept Claimant wrote in $14,788.00 as ballot amount but is tabulated at claim amount. AMBOY GUARDIAN 54 C-363 12/4/2017 $765.00 Accept AMERICAN EXPRESS TRAVEL RELATED SERVICES 84 C-460 12/11/2017 $1,535.84 Accept COMPANY INC. BANGOR DAILY NEWS 43 S-2237 12/4/2017 $16,368.56 Accept Claimant wrote in $28,725.45 as ballot amount but is tabulated at scheduled amount. No claim has been filed BAY TIMES 36 S-2211 12/4/2017 $728.08 Accept Claimant wrote in $90.22 as ballot amount but is tabulated at scheduled amount. No claim has been filed BEVERLY HILLS COURIER, LLC 108 C-208 12/15/2017 $7,190.38 Reject BOISE WEEKLY 26 C-65 11/28/2017 $1,770.46 Accept Claimant wrote in $1,823.98 as ballot amount but is tabulated at claim amount. BOSTON GLOBE 109 C332 12/15/2017 $384,844.12 Reject CAPE GIRARDEAU SE MISSOURIAN 111 S-2071 12/15/2017 $22,373.52 Accept Claimant wrote in $26,041.56 as ballot amount but is tabulated at scheduled amount. No claim has been filed CARROLL COUNTY COMET 21 S-2058 11/28/2017 $525.00 Accept Claimant wrote in $537.10 as ballot amount but is tabulated at scheduled amount. No claim has been filed CATHOLIC DIOCESE OF EVANSVILLE 46 C-706 12/4/2017 $576.00 Accept CECIL WHIG 37 S-2036 12/4/2017 $488.64 Accept Claimant wrote in $$2,753.79 as ballot amount but is tabulated at scheduled amount. No claim has been filed
Friday, December 15, 2017 17-22445 - Page 1 of 6
RUST CONSULTING | OMNI BANKRUPTCY Visit us on the Web at www.omnimgt.com PHONE: (818) 906-8300 5955 DE SOTO AVENUE, SUITE 100 E-Mail: [email protected] FAX: (818) 704-0415 WOODLAND HILLS, CA 91367 17-22445-rdd Doc 153 Filed 12/15/17 Entered 12/15/17 19:40:20 Main Document Debtor: Metro Newspaper Advertising Services, Inc. Pg 8 of 12 Case No. 17-22445 Claims Ballot Detail Results Class 3 - Allowed General Unsecured Claims
Date Tabulated Granted Creditor Ballot # Clm Sch Received Vote Amount Releases Vote Comment CEDAR RAPIDS GAZETTE 77 S-2035 12/8/2017 $5,216.66 Accept CENTRAL MISSOURI NEWSPAPERS, INC. 106 C-255 12/14/2017 $1,420.58 Reject CHATTANOOGA NEWS FREE PRESS 76 S-2020 12/8/2017 $14,165.14 Accept Claimant wrote in $12,706.29 as ballot amount but is tabulated at scheduled amount. No claim has been filed CLARKSBURG PUBLISHING COMPANY 40 C-137 12/4/2017 $4,211.00 Accept CLOVIS MEDICA, INC. 8 S-1956 11/28/2017 $656.00 Accept Claimant wrote in $4,699.59 as ballot amount but is tabulated at scheduled amount. No claim has been filed. Ballot does not indicate an acceptance or rejection, per voting instructions, ballot shall be deemed to be an acceptance of the plan. COMMONWEALTH PUBLISHING INC. 1 C-648 11/28/2017 $249.15 Accept Claimant wrote in $231.28 as ballot amount but is tabulated at claim amount. COMMUNITY MEDIA GROUP, LLC 20 C-22 11/28/2017 $11,628.80 Accept CONCORD PUBLISHING HOUSE, INC. 110 C-115 12/15/2017 $26,041.56 Accept DENTON TIMES RECORD 38 S-1834 12/4/2017 $176.92 Accept Claimant wrote in $264.72 as ballot amount but is tabulated at scheduled amount. No claim has been filed DIRECT ADVERTICING CONSULTANTS 64 C-104 12/7/2017 $2,212.50 Accept EDMOND LIFE & LEISURE 25 C-136 11/28/2017 $2,506.38 Accept Claimant wrote in nothing as ballot amount but is tabulated at claim amount. EL DIARIO LA PRENSA 97 C-235 12/11/2017 $7,268.00 Reject EL SOL (CA) 10 S-1740 11/28/2017 $399.00 Accept Claimant wrote in $1,118.52 as ballot amount but is tabulated at scheduled amount. No claim has been filed ELKINS INTER MOUNTAIN 68 S-1728 12/7/2017 $423.78 Accept Claimant wrote in $416.13 as ballot amount but is tabulated at scheduled amount. No claim has been filed. ESTHERVILLE PUBLICATIONS INC. 50 C-384 12/4/2017 $432.00 Accept FAIRMONT SENTINEL 75 C-259 12/8/2017 $568.68 Accept FEDEX CORPORATE SERVICES, INC. 41 C-26 12/4/2017 $7,899.10 Accept FOLEY PUBLICATIONS, INC. 82 C-90 12/11/2017 $1,648.00 Accept FORUM COMMUNICATIONS COMPANY 18 C-132 11/28/2017 $1,338.73 Accept
Friday, December 15, 2017 17-22445 - Page 2 of 6
RUST CONSULTING | OMNI BANKRUPTCY Visit us on the Web at www.omnimgt.com PHONE: (818) 906-8300 5955 DE SOTO AVENUE, SUITE 100 E-Mail: [email protected] FAX: (818) 704-0415 WOODLAND HILLS, CA 91367 17-22445-rdd Doc 153 Filed 12/15/17 Entered 12/15/17 19:40:20 Main Document Debtor: Metro Newspaper Advertising Services, Inc. Pg 9 of 12 Case No. 17-22445 Claims Ballot Detail Results Class 3 - Allowed General Unsecured Claims
Date Tabulated Granted Creditor Ballot # Clm Sch Received Vote Amount Releases Vote Comment FRANK ANDRADE 49 C-93 12/4/2017 $1,300.00 Accept Claimant did not enter a ballot amount but is tabulated at claim amount GEORGIA POST 58 S-1590 12/5/2017 $84.00 Accept HASTINGS TRIBUNE 33 C-217 12/4/2017 $2,312.51 Accept HEALDSBURG TRIBUNE 24 C-42 11/28/2017 $6,708.99 Accept HERALD AND NEWS 13 C-39 11/28/2017 $361.73 Accept HERALD COMMUNITY NEWSPAPERS 47 C-97 12/4/2017 $32,713.29 Reject HERALD STAR / WEIRTON DAILY TIMES 78 C-353 12/8/2017 $529.44 Accept Claimant wrote in $794.16 as ballot amount but is tabulated at claim amount. HIPPO PRESS LLC 44 C-589 12/4/2017 $3,663.00 Accept INSIGHT PUBLICATIONS, LLC 45 C-392 12/4/2017 $1,825.00 Accept Vote was tabulated at claim amount. Ballot does not indicate an acceptance or rejection, per voting instructions, ballot shall be deemed to be an acceptance of the plan. KIM VIGGIANO 52 C-5 12/4/2017 $89,051.00 Accept Claimant did not enter a ballot amount but is tabulated at claim amount. LA OPINION 96 C-230 12/11/2017 $62,848.97 Reject LA OPINION DE LA BAHIA 88 C-232 12/11/2017 $8,832.00 Reject LA PRENSA 98 C-237 12/11/2017 $17,403.42 Reject LA RAZA 95 C-238 12/11/2017 $13,634.50 Reject LAKE PLACID NEWS 67 C-226 12/7/2017 $300.00 Accept LAKELAND TIMES 16 S-1255 11/28/2017 $6,200.00 Accept Claimant wrote in $14,433.90 as ballot amount but is tabulated at scheduled amount. No claim has been filed LAS AMERICAS 27 S-1241 11/28/2017 $1,720.00 Accept Claimant wrote in $3,035.28 as ballot amount but is tabulated at scheduled amount. No claim has been filed LE ANN SIEMENS 93 12/11/2017 $0.00 Invalid Creditor not a voting partyCreditor not a voting party Claimant did not enter a ballot amount. LEWISTOWN SENTINEL 74 C-259 12/8/2017 $0.00 Invalid Creditor not a voting party LLM PUBLICATIONS 53 C-206 12/4/2017 $517.00 Accept
Friday, December 15, 2017 17-22445 - Page 3 of 6
RUST CONSULTING | OMNI BANKRUPTCY Visit us on the Web at www.omnimgt.com PHONE: (818) 906-8300 5955 DE SOTO AVENUE, SUITE 100 E-Mail: [email protected] FAX: (818) 704-0415 WOODLAND HILLS, CA 91367 17-22445-rdd Doc 153 Filed 12/15/17 Entered 12/15/17 19:40:20 Main Document Debtor: Metro Newspaper Advertising Services, Inc. Pg 10 of 12 Case No. 17-22445 Claims Ballot Detail Results Class 3 - Allowed General Unsecured Claims
Date Tabulated Granted Creditor Ballot # Clm Sch Received Vote Amount Releases Vote Comment MARIETTA TIMES 70 C-457 12/7/2017 $385.65 Accept MARSHALL INDEPENDENT 3 S-1124 11/28/2017 $296.58 Accept Claimant wrote in $448.18 as ballot amount but is tabulated at scheduled amount. No claim has been filed MARSHALLTOWN TIMES REPUBLICAN 89 12/11/2017 $0.00 Invalid Creditor not a voting partyCreditor not a voting partyCreditor not a voting party Claimant did not enter a ballot amount but is tabulated at scheduled amount. No claim has been filed. MESQUITE LOCAL NEWS 90 S-1082 12/11/2017 $1,879.60 Accept Claimant wrote in $812.50 as ballot amount but is tabulated at scheduled amount. No claim has been filed. MOAB SUN NEWS 83 C-131 12/11/2017 $305.00 Accept MOFFLY MEDIA 7 C-705 11/28/2017 $2,239.75 Accept MOOREFIELD EXAMINER 63 S-1011 12/7/2017 $660.00 Accept Claimant wrote in $496.00 as ballot amount but is tabulated at scheduled amount. No claim has been filed NEW ENGLAND NEWSPAPERS, INC. 28 11/28/2017 $0.00 Invalid Creditor not a voting party NEW YORK AMSTERDAM NEWS 55 C-490 12/4/2017 $9,414.99 Accept NEWARK POST 39 S-930 12/4/2017 $398.58 Accept Claimant wrote in $234.65 as ballot amount but is tabulated at scheduled amount. No claim has been filed NEWS & RECORD 9 C-484 11/28/2017 $7,662.46 Accept NILI SEREN 31 C-241 11/30/2017 $395,281.59 Accept NORTH CAROLINA MEDIA GROUP 5 C-483 11/28/2017 $2,505.11 Accept NORTH VERNON PLAIN DEALER & SUN 19 C-717 11/28/2017 $2,579.04 Accept OGDEN NEWSPAPER OF IOWA LLC 92 C-265 12/11/2017 $71.97 Accept OGDEN NEWSPAPERS OF IOWA LLC 57 C-263 12/5/2017 $675.78 Accept OGDEN NEWSPAPERS OF MN, INC. DBA THE 85 C-666 12/11/2017 $0.00 Invalid Vote not indicated Claimant did not enter a ballot JOURNAL amount but is tabulated at claim amount. Ballot does not indicate an acceptance or rejection, per voting instructions, ballot shall be deemed to be an acceptance of the plan. OGDEN NEWSPAPERS OF PA DBA THE SENTINEL 73 C-312 12/8/2017 $1,176.00 Accept Claimant did not enter a ballot amount but is tabulated at claim amount OGDEN PUBLICATIONS 80 C-348 12/8/2017 $224.04 Accept
Friday, December 15, 2017 17-22445 - Page 4 of 6
RUST CONSULTING | OMNI BANKRUPTCY Visit us on the Web at www.omnimgt.com PHONE: (818) 906-8300 5955 DE SOTO AVENUE, SUITE 100 E-Mail: [email protected] FAX: (818) 704-0415 WOODLAND HILLS, CA 91367 17-22445-rdd Doc 153 Filed 12/15/17 Entered 12/15/17 19:40:20 Main Document Debtor: Metro Newspaper Advertising Services, Inc. Pg 11 of 12 Case No. 17-22445 Claims Ballot Detail Results Class 3 - Allowed General Unsecured Claims
Date Tabulated Granted Creditor Ballot # Clm Sch Received Vote Amount Releases Vote Comment OREGON PUBLICATION CORP. 4 C-145 11/28/2017 $23,078.58 Accept OWENS WITHEE ENTERPRISE 35 S-820 12/4/2017 $5,509.35 Accept PARKERSBURG NEWSPAPERS INC. 69 C-458 12/7/2017 $1,591.56 Accept PINCONNING JOURNAL 11 C-3 11/28/2017 $3,258.17 Accept PUJOL PRINTING + PUBLISHING, LLC 34 C-99 12/4/2017 $2,775.00 Accept Claimant wrote in $2,800.00 as ballot amount but is tabulated at claim amount SCOTT PUBLISHING 94 C-240 12/11/2017 $11,164.40 Accept SHERMAN PUBLICATIONS, INC. 105 C-225 12/14/2017 $0.00 Invalid Ballot not signedBallot not signed Claimant wrote in $325.25 as ballot amount but is tabulated at claim amount. SHERMAN PUBLICATIONS, INC. 22 C-225 11/28/2017 $315.00 Accept Claimant wrote in $325.25 as ballot amount but is tabulated at claim amount SIMMONS RESEARCH LLC 87 C-223 12/11/2017 $718,150.35 Accept SOCIETY FOR HUMAN RESOURCE MANAGEMENT 60 C-20 12/5/2017 $13,284.00 Accept MAGAZINE SOUND PUBLISHING, INC. 14 C-611 11/28/2017 $141,865.25 Accept STARS & STRIPES 102 S-409 12/13/2017 $8,000.00 Accept Claimant wrote in $12,970.00 as ballot amount but is tabulated at scheduled amount. No claim has been filed STRIPES GUAM 104 12/13/2017 $1,452.03 Accept STRIPES US WEEKLY 103 S-391 12/13/2017 $6,500.00 Accept Claimant wrote in $1,530.00 as ballot amount but is tabulated at scheduled amount. No claim has been filed TAMA NEWS-HERALD 91 S-360 12/11/2017 $346.32 Accept Claimant did not enter a ballot amount but is tabulated at scheduled amount. No claim has been filed. Ballot does not indicate an acceptance or rejection, per voting instructions, ballot shall be deemed to be an acceptance of the plan. THE ALPENA NEWS PUBLISHING 86 C-270 12/11/2017 $2,110.32 Accept THE BEACON GREATER DC EDITION 32 S-343 11/30/2017 $4,458.00 Accept THE BREEZE NEWSPAPERS CORP 99 C-352 12/12/2017 $679.00 Accept THE CHRISTIAN FAMILY PUBLICATIONS, INC. 107 C-335 12/14/2017 $4,089.00 Accept Claimant wrote in $2,726.00 as ballot amount but is tabulated at claim amount.
Friday, December 15, 2017 17-22445 - Page 5 of 6
RUST CONSULTING | OMNI BANKRUPTCY Visit us on the Web at www.omnimgt.com PHONE: (818) 906-8300 5955 DE SOTO AVENUE, SUITE 100 E-Mail: [email protected] FAX: (818) 704-0415 WOODLAND HILLS, CA 91367 17-22445-rdd Doc 153 Filed 12/15/17 Entered 12/15/17 19:40:20 Main Document Debtor: Metro Newspaper Advertising Services, Inc. Pg 12 of 12 Case No. 17-22445 Claims Ballot Detail Results Class 3 - Allowed General Unsecured Claims
Date Tabulated Granted Creditor Ballot # Clm Sch Received Vote Amount Releases Vote Comment THE COLUMBIAN PUBLISHING COMPANY 12 C-262 11/28/2017 $19,741.72 Accept THE HEARST CORPORATION 100 C-360 393 394 395 12/13/2017 $1,054,801.00 Reject Claim #’s: 360, 393, 394, 395, 397, 398, 399, 400, for a total of $1,054,641.17 Claimant wrote in $1,054,801.00 as ballot amount but is tabulated at claim amount THE MINING JOURNAL 65 C-260 12/7/2017 $630.72 Accept THE NEWS - REVIEW 48 C-601 12/4/2017 $11,866.26 Accept THE SEALY NEWS 42 C-101 12/4/2017 $1,326.32 Reject Claimant wrote in $1,391.00 as ballot amount but is tabulated at claim amount. THE SOUTHERN DEMOCRAT 30 C-712 11/30/2017 $1,265.60 Accept THE SPOKESMAN-REVIEW 59 C-19 12/5/2017 $0.00 Invalid Ballot not signed THE SPOKESMAN-REVIEW 56 C-18 12/5/2017 $6,500.48 Accept THE SPOKESMAN-REVIEW 62 C-17 12/5/2017 $1,393.41 Accept THE SPOKESMAN-REVIEW 61 C-16 12/5/2017 $3,539.96 Accept THE VINDICATOR PRINTING COMPANY 2 C-672 11/28/2017 $2,816.86 Accept TIMES LEADER 79 C-354 12/8/2017 $539.94 Accept TOMAHAWK LEADER 51 C-4 12/4/2017 $8,801.99 Accept TRONC, INC. ON BEHALF OF DAILY NEWS, LP 71 C-468 12/8/2017 $138,895.73 Accept TRONC. INC 72 12/8/2017 $2,242,798.38 Accept VALLEY SENTINEL 17 S-198 11/28/2017 $3,700.00 Accept VIDA NEWSPAPER 101 S-180 12/13/2017 $23,353.78 Reject VILAS COUNTY NEWS REVIEW 23 C-342 11/28/2017 $15,568.20 Accept WHEELING NEWSPAPERS INC. 81 C-356 12/8/2017 $2,170.07 Accept Claimant wrote in $2,894.98 as ballot amount but is tabulated at claim amount. WINSTON SALEM JOURNAL 6 C-494 11/28/2017 $5,890.35 Accept
Friday, December 15, 2017 17-22445 - Page 6 of 6
RUST CONSULTING | OMNI BANKRUPTCY Visit us on the Web at www.omnimgt.com PHONE: (818) 906-8300 5955 DE SOTO AVENUE, SUITE 100 E-Mail: [email protected] FAX: (818) 704-0415 WOODLAND HILLS, CA 91367