Case 8:12-bk-22808-SCDoc 1 Filed 11/05/12 Entered 11/05/12 16:47:51Main DocumentPage 1 of 5120DescRI (AffSr.ial 1?n.n 1Vi1ii\IUnited States Bankruptcy CourtCentral District of CaliforniaName of Debtor (if individual, enter Last, First, Middle):Voluntary PetitionIName of Joint Debtor (Spouse) (Last, First, Middle):American Suzuki Motor CorporationAll Other Names used by the Debtor in the last 8 years(include married, maiden, and trade names):All Other Names used by the Joint Debtor in the last 8 years(include married, maiden, and trade names):FAW U.S. Suzuki Motor Corporation; FAW SuzukiInternational, Inc.; FAW Suzuki America; FAW Suzuki ofAmerica Automotive CorporationLast four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN) No/Complete EfN(if more than one, state all)Last four digits of Soc. Sec. or Individual-Taxpayer I.D. (ITIN) No/Complete EIN(if more than one, state all)93-0928739Street Address of Debtor (No. and Street, City, and State):Street Address of Joint Debtor (No. and Street, City, and State):3251 East Imperial HighwayBrea, CAZIP CodeICounty of Residence or of the Principal Place of Business:ZIP Code92821County of Residence or of the Principal Place of Business:OrangeMailing Address of Debtor (if different from street address):Mailing Address of Joint Debtor (if different from street address):ZIPCodeZIP CodeLocation of Principal Assets of Business Debtor(if different from street address above):oType of DebtorNature of Business(Form of Organization) (Check one box)(Check one box)Individual (includes Joint Debtors)See Exhibit Don page2 of this form.Corporation (includes LLC and LLP)o PartnershipEl Other (If debtor is not one of the above entities,check this box and state type of entity below.)Country0 Health Care Business0 Single Asset Real Estate as defined0 Chapter 7000OU Chapter iiof a Foreign Main Proceeding0 Chapter 120 Chapter 130 Chapter 15 Petition for RecognitionChapter 15 Debtorsof debtor’s center of main interests:0Each country in which a foreign proceedingby, regarding, or against debtor is pending:in II U.S.C. § 101 (SIB)RailroadStockbrokerCommodity BrokerClearing BankOtherTax-Exempt Entity(Check box, if applicable)Filing Fee (Check one box)EloFiling Fee to be paid in installments (applicable to individuals only). Mustattach signed application for the court’s consideration certi1’ing that thedebtor is unable to pay fee except in installments. Rule 1006(b). See OfficialForm 3A.Filing Fee waiver requested (applicable to chapter 7 individuals only). Mustattach signed application for the court’s consideration. See Official Form 3B.Chapter 9049050990100-0199200999oS100,001 to 500,0000 500,001to tU1,000-o 50,001 to 100,000million0o 50,001 to 100,000o 100,001 to 500,000o 500,001to 1millionDebts are primarilybusiness debts.Debtor’s aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates)are less than 2,343,300 (amount subject to adjustment on 4101113 and every three years thereafter).Check all applicable boxes:A plan is being filed with this petition0 Acceptances of the plan were solicited prepetition from one or more classes of creditors,in accordance with 11 U.S.C. § 1126(b).010,001-5,00005,00110,0000S1,000,00110 00 10,000,001to 500 50,000,001to 100millionmillionmillion0U0 100,000,001 5500,000,001 More thanto 500to t billion t billiono 1,000,001to tO0 10,000,001to 50millionmilliono 50,000,001Is 1000millionEstimated Liabilitieso 0 to 50,000UChapter 11 DebtorsCheck one box:0 Debtor is a small business debtor as defined in II U.S.C. § 10 1(5 ID).Debtor is not a small business debtor an defined in II U.S.C. § 101 (5 1 D).Check ifEstimated Assetso 0 to 50,000of a Foreign Nonmain Proceeding(Check one box)Debts are primarily consumer debts,defined in 11 U.S.C. § 101(8) as"incurred by an individual primarily fora personal, family, or household purpose.’Statistical/Administrative InformationDebtor estimates that funds will be available for distribution to unsecured creditors.o 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 CreditorslJI-0 Chapter 15 Petition for RecognitionNature of DebtsDebtor is a tax-exempt organizationunder Title 26 of the United StatesCode (the Internal Revenue Code).Full Filing Fee attachedoChapter of Bankruptcy Code Under Whichthe Petition is Filed (Check one box)millionU0o 100,000,001 500,000,001 More thanto 500to 1 billion I billionmillionSPACE IS FOR COURT USE ONLY
Case 8:12-bk-22808-SCDoc 1 Filed 11/05/12 Entered 11/05/12 16:47:51Main DocumentPage 2 of 5120DescBi (Official Form 1)(12/11)-Name of Debtor(s):American Suzuki Motor CorporationVoluntary Petition(This page must be completed and filed in every case)All Prior Bankruptcy Cases Filed Within Last 8 Years (If more than two, attach additional sheet)LocationWhere Filed:- None -LocationWhere Filed:Case Number:Date Filed:Case Number:Date Filed:Pending Bankruptcy Case Filed by any Spouse, Partner, or Affiliate of this DebtorName of Debtor:NoneCase Number:District:Relationship:--Exhibit A(If more than one, attach additional sheet)Date Filed:Judge:Exnibit Bbe completed if debtor is an individual whose debts are primarily consumer debts.)I, the attorney for the petitioner named in the foregoing petition, declare that Ihave informed the petitioner that [he or she] may proceed under chapter 7, 11,12, or 13 of title 11, United States Code, and have explained the relief availableunder each such chapter. 1 further certify that I delivered to the debtor the noticerequired by 11 U.S.C. §342(b).(To(To be completed if debtor is required to file periodic reports (e.g.,forms 10K and 1OQ) with the Securities and Exchange Commissionpursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934and is requesting relief under chapter 11)XO Exhibit A is attached and made a part of this petition.Signature of Attorney for Debtor(s)(Date)Exhibit CDoes the debtor own or have possession of any property that poses or is alleged to pose a threat of imminent and identifiable harm to public health or safety?O Yes, and Exhibit C is attached and made a part of this petition.UNo.Exhibit D(To be completed by every individual debtor. If a joint petition is filed, each spouse must complete and attach a separate Exhibit D.)O Exhibit D completed and signed by the debtor is attached and made a part of this petition.If this is a joint petition:O Exhibit D also completed and signed by the joint debtor is attached and made a part of this petition.Information Regarding the Debtor- Venue(Check any applicable box)Debtor has been domiciled or has had a residence, principal place of business, or principal assets in this District for 180days immediately preceding the date of this petition or for a longer part of such 180 days than in any other District.OThere is a bankruptcy case concerning debtor’s affiliate, general partner, or partnership pending in this District.DDebtor is a debtor in a foreign proceeding and has its principal place of business or principal assets in the United States inthis District, or has no principal place of business or assets in the United States but is a defendant in an action orproceeding [in a federal or state court] in this District, or the interests of the parties will be served in regard to the reliefsought in this District.Certification by a Debtor Who Resides as a Tenant of Residential Property(Check all applicable boxes)oLandlord has a judgment against the debtor for possession of debtor’s residence. (If box checked, complete the following.)(Name of landlord that obtained judgment)(Address of landlord)DDebtor claims that under applicable nonbankruptcy law, there are circumstances under which the debtor would be permitted to curethe entire monetary default that gave rise to the judgment for possession, after the judgment for possession was entered, andoDebtor has included in this petition the deposit with the court of any rent that would become due during the 30-day periodafter the filing of the petition.UDebtor certifies that he/she has served the Landlord with this certification. (11 U.S.C.§ 362(1)).
Case 8:12-bk-22808-SCDoc 1 Filed 11/05/12 Entered 11/05/12 16:47:51Main DocumentPage 3 of 5120Voluntary PetitionDescAmerican Suzuki Motor Corporationpage must be completed andfikd in every case)Signature(s) of Debtor(s) (Individual/Joint)I declare under penalty of perjury that the information provided in thispetition is Due and correct.[If petitioner is an individual whose debts are primarily consumer debts andhas chosen to file under chapter 711 am aware that I may proceed underchapter 7, II, 12, or 13 of title 11, United States Code, understand the reliefavailable under each such chapter, and choose to proceed under chapter 7.(If no attorney represents me and no bankruptcy petition preparer signs thepetition] I have obtained and read the notice required by 11 U.S.C. §342(b).I request relief in accordance with the chapter of title 11 United States Code,specified in this petition.XXSignature of a Foreign RepresentativeI declare under penalty of perjury that the information provided in this petitionIs Uric and correct, that I am the foreign representative of a debtor in a foreignproceeding, and that am authorized to file this petition.(Check only one box.)request relief In accordance with chapter IS of title Ii. United States Code.o ICertifiedcopies of the documents required by 11 U.S.C. § ISIS are attached.to 11 U.S.C. §1511,1 request relief in accordance with the chaptero Pursuantof title 11 specified In this petition. A certified copy of the order grantingrecognition of the foreign main proceeding is attached.Signature of Foreign RepresentativeSignature of DebtorPrinted Name of Foreign RepresentativeSignature of Joint DebtorDateTelephone Number (If not represented by attorney)Signature of Non-Attorney Bankruptcy Petition PreparerI declare under penalty of perjury that: (1)1 am bankruptcy petitionpreparer as defined in 11 U.S.C. § Il 0; (2) I prepared this document forcompensation and have provided the debtor with a copy of this documentand the notices and information required under! I U.S.C. ff 110(b),110(h), and 342(b); and, (3) if rules or guidelines have been promulgatedpursuant to 11 U.S.C. § 110(h) setting a maximum fee for serviceschargeable by bankruptcy petition preparers, I have given the debtor noticeof the maximum amount before preparing any document for tiling for adebtor or accepting any fee from the debtor, as required In that section.Official Form 19 Is attached.xRichard M. Pachuiski CA Bar No. 90073Printed Name of Attorney for Debtor(s)Pachuiski Stang Ziehi & Jones LLPPrinted Name and title, if any, of Bankruptcy Petition PreparerFirm Name10100 Santa Monica Blvd.13thFloorSocial-Security number (If the bankrutpcy petition preparer is notan individual, state the Social Security number of the officer,principal, responsible person or partner of the bankruptcy petitionxxxxpreparer.)(Required by 11 U.S.C. § 110.)Debra VGrassgreen (CA Bar No. 169978)310-277.6910 Fax: 310-201.0760Telephone NumberIl - 5-2.Date*In a case in which § 707(bX4XD) applies, this signature also constitutes acertification that the attorney has no knowledge after an Inquiry that theInformation in the schedules is incorrect.Signature of Debtor (Corporation/Partnership)I declare under penalty of perjury that the information provided in thispetition is Due and correct, and thatl have been authorized to file this petitionon behalf of the debtor.The debtor requests relief in accordance with the chapter of title ii, UnitedStates Code, specified In this petition.AddressXDateSignature of bankruptcy petition preparer or officer, principal, responsibleperson,or partner whose Social Security number is provided above.Names and Social-Security numbers of all other individuals who prepared orassisted in preparing this document unless the bankruptcy petition preparer isnot an individual:Signature of Authorized IndividualTakashi IwatsukiPrinted Name of Authorized IndividualChairman of the BoardTitle of Authorized Individual11/5/12DateIf more Than one person prepared this document, attach additional sheetsconforming to the appropriate official form for each person.A bonlaupicy petition preparer’s failure to comply with the provisions oftills 11 and Me Federal Rules of Bankruptcy Procedure may result Infines or imprlronment or both. 11 U.S.C. 5110; 18 U.S.C. §156.
Case 8:12-bk-22808-SCAttorney or Party Name, Address TelephoneDoc 1 Filed 11/05/12 Entered 11/05/12 16:47:51Main DocumentPage 4 of 5120& FAX Numbers, and Calirorila State Bar NumberDescFOR COURT USE ONLYRichard M. Pachuiski (CA Bar No. 90073)Pachuiski Stang Ziehi & Jones LLP10100 Santa Monica Blvd., 13th FloorLos Angeles, CA 90067310-277.6910 Fax: 310-201-0760Attorney for Debtor and Debtor in PossessionUNITED STATES BANKRUPTCY COURTCENTRAL DISTRICT OF CALIFORNIACASE NO.: 12-In re:CHAPTER: 111American Suzuki Motor CorporationDebtor(s).NO :.ELECTRONIC FILING DECLARATION(CORPORATION/PARTNERSHIP)Petition, statement of affairs, schedules or listsAmendments to the petition, statement of affairs, schedules or listsOther:Date Filed:Date Filed:Date Filed:PART I - DECLARATION OF AUTHORIZED SIGNATORY OF DEBTOR OR OTHER PARTY1, the undersigned, hereby declare under penalty of perjury that: (I) I have been authorized by the Debtor or other party on whose behalf theabove-referenced document is being filed (Filing Party) to sign and to file, on behalf of the Filing Party, the above-referenced document being filedelectronically (Filed Document); (2) 1 have read and understand the Filed Document; (3) the information provided in the Filed Document is true, correct andcomplete; (4) the "/s/, ’ followed by my name, on the signature lines for the Filing Party in the Filed Document serves as my signature on behalf of the FilingParty and denotes the making of such declarations, requests, statements, verifications and certifications by me and by the Filing Party to the same extent andeffect as my actual signature on such signature lines; (5)1 have actually signed a true and correct hard copy of the Filed Document in such places on behalf ofthe Filing Party and provided the executed hard copy of the Filed Document to the Filing Party’s attorney and (6) 1, on behalf of the Filing Party, hacieauthorized the Filing Party’s attorney to file the electronic version of the Filed Document and this Declaration with the United States Bankruptcy Court forthe Central District of California.11-5-2012Signature ofAuthorized Signatory of Filing PartyDateTakashi IwatsukiPrinted Name ofAuthorized Signatory of Filing PartyChairman of the BoardTitle of Authorized Signatory of Filing PartyPART II - DECLARATION OF ATTORNEY FOR FILING PARTYI, the undersigned Attorney for the Filing Party, hereby declare under penalty of perjury that: (1) the "1sf," followed by my name, on the signature linesfor the Attorney for the Filing Party in the Filed Document serves as my signature and denotes the making of such declarations, requests, statements,verifications and certifications to the same extent and effect as my actual signature on such signature lines; (2) an authorized signatory of the Filing Partysigned the Declaration of Authorized Signatory of Debtor or Other Party before I electronically submitted the Filed Document for filing with the UnitedStates Bankruptcy Court for the Central District of California; (3) I have actually signed a true and correct hard copy of the Filed Document in the locationsthat are indicated by "1s4" followed by my name, and have obtained the signature of the authorized signatory of the Filing Party in the locations that areindicated by "1sf," followed by the name of the FilinParty’s authorized signatory, on the true and correct hard copy of the Filed Document; (4) I shallmaintain the executed originals of this Declaration, the \!)eclaration ofAut horized Signatory of Debtor or Other Party,and the Filed Document for a periodof five years after, the closing of the case in Vhich th’ are filed; and (5) I shall make the executed originals of this Declaration, the Declaration ofA ullpr4zedS!gnak4y of Debtor or "r Party, d the Aled Document available for review upon request of the Court or other parties.R11Si ature ofAllornyfor Fi ing ParlyDaRichard M.PachulskiPrinted Name ofAttorney for Filing PartySignature f Attorney for Filing PartyDebra I. GrassqreenPrinted Name of Attorney for Filing PartyThis form is mandatory by Order of the United States Bankruptcy Court for the Central District of California.November2006
Case 8:12-bk-22808-SCDoc 1 Filed 11/05/12 Entered 11/05/12 16:47:51Main DocumentPage 5 of 5120Desc
Case 8:12-bk-22808-SCDoc 1 Filed 11/05/12 Entered 11/05/12 16:47:51Main DocumentPage 6 of 5120DescEXHIBIT ARESOLUTIONS OF THE BOARD OF DIRECTORS OFAMERICAN SUZUKI MOTOR CORPORATIONWHEREAS, the Board of Directors (the "Board") of American Suzuki MotorCorporation (the "Company"), a California corporation, acting pursuant to the laws of the Stateof California, has considered the financial and operational aspects of the Company’s business;WHEREAS, the Board has reviewed the historical performance of the Company,the market for the Company’s products and services, and the current and long-term liabilities ofthe Company;WHEREAS, the Board has, over the last several months, reviewed the materialspresented by the management of and the advisors to the Company regarding the possible need torestructure the Company, and has analyzed each of the strategic alternatives available to it, andthe impact of the foregoing on the Company’s business and its stakeholders;NOW, THEREFORE, BE IT RESOLVED, that in the judgment of the Board, it isdesirable and in the best interests of the Company, its creditors, employees, stockholder, andother interested parties that a petition be filed by the Company seeking relief under theprovisions of chapter 11 of title 11 of the United States Code (the "Bankruptcy Code");RESOLVED, that the officers of the Company (each, an "Authorized Officer")be, and each of them hereby is, authorized on behalf of the Company to execute, verify and fileall petitions, schedules, lists, and other papers or documents, and to take and perform any and allfurther actions and steps that any such Authorized Officer deems necessary, desirable and properin connection with the Company’s chapter 11 case, with a view to the successful prosecution ofsuch case;RESOLVED, that the Authorized Officers, on behalf of the Company, areauthorized, empowered and directed to retain the law firm of Pachulski Stang Ziehl & Jones LLP("PSZ&J") as bankruptcy counsel to represent and assist the Company in carrying out its dutiesunder chapter 11 of the Bankruptcy Code, and to take any and all actions to advance theCompany’s rights in connection therewith, and the Authorized Officers are hereby authorizedand directed to execute appropriate retention agreements, pay appropriate retainers prior to andimmediately upon the filing of the bankruptcy petition, and to cause to be filed an appropriateapplication for authority to retain the services of PSZ&J;RESOLVED, that the Authorized Officers, on behalf of the Company, areauthorized, empowered and directed to retain the services of FTI Consulting, Inc. ("EJJ") as theCompany’s crisis manager and financial advisor to represent and assist the Company in carryingout its duties under chapter 11 of the Bankruptcy Code, effective as of the date the petition isfiled, and in connection therewith, the Authorized Officers are hereby authorized and directed toexecute appropriate retention agreements, pay appropriate retainers prior to and immediatelyupon the filing of the bankruptcy petition, and to cause to be filed an appropriate application forDOCS LA:256588.3 12832/001