EX-99.1 3 g77800exv99w1.txt DEBTOR'S DISCLOSURE STATEMENT IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE -------------------------------------------- In re: Chapter 11 American Classic Voyages Co., et al., Case No. 01-10954 (JCA) Debtors. Jointly Administered -------------------------------------------- DISCLOSURE STATEMENT WITH RESPECT TO DEBTORS' JOINT PLAN OF LIQUIDATION Francis A. Monaco (No. 2078) Joseph J. Bodnar (No. 2512) WALSH, MONZACK AND MONACO, P.A. 1201 Orange Street, Suite 400 Wilmington, DE 19801 (302) 656-8162 -and- David S. Heller Josef S. Athanas LATHAM & WATKINS Suite 5800 Sears Tower 233 South Wacker Drive Chicago, Illinois 60606 (312) 876-7700 Attorneys for the Debtors and Debtors-in-Possession Dated: August __, 2002 TABLE OF CONTENTS
PAGE ---- I. INTRODUCTION.................................................................... 1 A. Purpose of Disclosure Statement.............................................. 1 B. Overview of the Plan......................................................... 3 C. Voting Instructions.......................................................... 11 D. Confirmation of the Plan by the Bankruptcy Court............................. 12 II. BACKGROUND OF THE DEBTORS....................................................... 13 III. THE CHAPTER 11 CASES............................................................ 14 A. Commencement of the Chapter 11 Cases......................................... 14 1. First Day Relief Granted by the Bankruptcy Court.......................... 14 B. Appointment of Official Committee of Unsecured Creditors..................... 16 C. Approval to Implement Revised Incentive Plan and Employee Retention Plan..... 16 D. The Vessels.................................................................. 17 1. The ms Patriot:........................................................... 17 2. The s.s. Independence:.................................................... 18 3. The Cape May Light and the Cape Cod Light:................................ 18 4. New Ships................................................................. 19 5. Sale of the Delta Queen, the Mississippi Queen and the American Queen..... 29 6. The Columbia Queen........................................................ 21 E. Allocation Stipulation and Stipulation Valuing the American Queen............ 22 F. Distributable Proceeds of the Asset Sale..................................... 23 G. Rejection of Unexpired Non-Residential Real Property Leases and Rejection of Certain Executory Contracts..................................... 23 H. Rejection of Collective Bargaining Agreements................................ 24 I. AMI Contract Dispute......................................................... 25 J. Monumental Litigation........................................................ 26 K. Bar Date..................................................................... 27 L. ADR Motion................................................................... 27 M. Objections to Proofs of Claims............................................... 27 IV. CHAPTER 11 PLAN................................................................. 29 A. Summary...................................................................... 29 B. Summary of Treatment of Claims and Interests................................. 30 1. Class 1 - Other Priority Claims........................................... 30 2. Class 2 - MARAD AQ Secured Claims......................................... 31 3. Class 3 - Other AQ Secured Claims......................................... 31 4. Class 4 - General Secured Claims.......................................... 32 5. Class 5 - Convenience Claims.............................................. 32 6. Class 6 - General Unsecured Claims........................................ 34 7. Class 7 - Intercompany Claims............................................. 34
i 8. Class 8 - Interests....................................................... 35 C. Conversion from Chapter 11 to Chapter 7 Liquidations of the Converting Debtors...................................................................... 35 D. Substantive Consolidation of the Liquidating Debtors; Recharacterization or Equitable Subordination of AMCV Claims....................................... 36 E. Post-Confirmation Operations of the Debtors.................................. 39 F. Distributions Under the Plan................................................. 41 G. Conditions to the Effective Date............................................. 43 H. Modification/Revocation of the Plan.......................................... 44 I. Effect of Confirmation....................................................... 45 J. Exculpation, Injunction, Release and Limitation of Liability................. 45 K. Retention of Jurisdiction.................................................... 46 L. Retention and Enforcement of Causes in Action................................ 48 M. Objections to Claims......................................................... 49 N. Treatment of Executory Contracts and Unexpired Leases........................ 49 V. FUNDING AND FEASIBILITY OF THE PLAN............................................. 50 A. Funding of the Plan.......................................................... 50 B. Best Interests Test.......................................................... 51 C. Avoidance Action Analysis.................................................... 52 D. Feasibility.................................................................. 52 E. Risk Factors Associated with the Plan........................................ 52 VI. ALTERNATIVES TO THE PLAN........................................................ 53 VII. CERTAIN FEDERAL INCOME TAX CONSIDERATIONS....................................... 54 A. In General................................................................... 54 B. Federal Income Tax Consequences to the Debtors............................... 55 C. Federal Income Tax Consequences to Holders of Claims......................... 55 D. Information Reporting and Backup Withholding................................. 56 E. Importance of Obtaining Professional Tax Assistance.......................... 57
ii I. INTRODUCTION A. PURPOSE OF DISCLOSURE STATEMENT American Classic Voyages Co., a Delaware corporation ("AMCV"), and those other subsidiaries and affiliates listed on Exhibit A hereto (together with AMCV, the "Debtors" or the "Company") provide this Disclosure Statement to certain of the Debtors' creditors to permit such creditors to make an informed decision in voting to accept or reject the Joint Plan of Liquidation of American Classic Voyages Co., et al., filed by the Debtors (the "Plan").(1) A copy of the Plan accompanies this Disclosure Statement as Exhibit B. This Disclosure Statement is presented to certain holders of Claims against the Debtors to satisfy the requirements of section 1125 of the United States Bankruptcy Code, 11 U.S.C. Sections 101-1330 (the "Bankruptcy Code"). Section 1125 requires that a disclosure statement provide information sufficient to enable a hypothetical and reasonable investor, typical of the Debtors' creditors, to make an informed judgment whether to accept or reject the Plan. This Disclosure Statement may not be relied upon for any purpose other than that described above. THIS DISCLOSURE STATEMENT AND THE PLAN ARE AN INTEGRAL PACKAGE, AND THEY MUST BE CONSIDERED TOGETHER FOR THE READER TO BE ADEQUATELY INFORMED. NO REPRESENTATIONS CONCERNING THE DEBTORS (PARTICULARLY AS TO THE VALUE OF THEIR PROPERTY) ARE AUTHORIZED BY THE DEBTORS OTHER THAN AS SET FORTH IN THIS DISCLOSURE STATEMENT AND ITS EXHIBITS. ANY REPRESENTATIONS OR INDUCEMENTS MADE TO SECURE YOUR ACCEPTANCE OF THE PLAN OTHER THAN AS CONTAINED IN THIS DISCLOSURE STATEMENT AND ITS EXHIBITS AND THE ACCOMPANYING LETTER OF SUPPORT FROM THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS ("CREDITORS' COMMITTEE") SHOULD NOT BE RELIED UPON BY YOU IN ARRIVING AT YOUR DECISION, AND SUCH ADDITIONAL REPRESENTATIONS AND INDUCEMENTS SHOULD BE REPORTED TO COUNSEL FOR THE DEBTORS, WHO SHALL IN TURN DELIVER SUCH INFORMATION TO THE BANKRUPTCY COURT FOR SUCH ACTION AS MAY BE APPROPRIATE. THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT, INCLUDING ANY EXHIBITS CONCERNING THE FINANCIAL CONDITION OF THE DEBTORS AND THE OTHER INFORMATION CONTAINED HEREIN, HAS NOT BEEN SUBJECT TO AN AUDIT OR INDEPENDENT REVIEW EXCEPT AS EXPRESSLY SET FORTH HEREIN. ACCORDINGLY, THE DEBTORS ARE UNABLE TO WARRANT OR REPRESENT THAT THE INFORMATION CONCERNING THE DEBTORS OR THEIR FINANCIAL CONDITION IS ACCURATE OR COMPLETE. THE PROJECTED INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT HAS BEEN PRESENTED FOR ILLUSTRATIVE -------- (1) Capitalized terms used herein but not otherwise defined have the meanings assigned to such terms in the Plan. PURPOSES ONLY, AND, BECAUSE OF THE UNCERTAINTY AND RISK FACTORS INVOLVED, THE DEBTORS' ACTUAL RESULTS MAY NOT BE AS PROJECTED HEREIN. ALTHOUGH AN EFFORT HAS BEEN MADE TO BE ACCURATE, THE DEBTORS DO NOT WARRANT OR REPRESENT THAT THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT AND ITS EXHIBITS IS CORRECT. THE DISCLOSURE STATEMENT CONTAINS ONLY A SUMMARY OF THE PLAN. EACH CREDITOR IS URGED TO REVIEW THE PLAN PRIOR TO VOTING ON IT. THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT ARE MADE AS OF THE DATE OF THE DISCLOSURE STATEMENT UNLESS ANOTHER TIME IS SPECIFIED. THE DELIVERY OF THIS DISCLOSURE STATEMENT SHALL NOT UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH SINCE THE DATE OF THE DISCLOSURE STATEMENT. A STATEMENT OF THE ASSETS AND LIABILITIES OF THE DEBTORS AS OF THE DATE OF THE COMMENCEMENT OF THEIR CHAPTER 11 CASES IS ON FILE WITH THE CLERK OF THE BANKRUPTCY COURT AND MAY BE INSPECTED BY INTERESTED PARTIES DURING REGULAR BUSINESS HOURS. THIS DISCLOSURE STATEMENT HAS BEEN PREPARED IN ACCORDANCE WITH SECTION 1125 OF THE BANKRUPTCY CODE AND NOT IN ACCORDANCE WITH FEDERAL OR STATE SECURITIES LAWS OR OTHER APPLICABLE NON-BANKRUPTCY LAW. ENTITIES HOLDING OR TRADING IN OR OTHERWISE PURCHASING, SELLING OR TRANSFERRING CLAIMS AGAINST, INTERESTS IN OR SECURITIES OF THE DEBTORS SHOULD EVALUATE THIS DISCLOSURE STATEMENT ONLY IN LIGHT OF THE PURPOSE FOR WHICH IT WAS PREPARED. THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE STATEMENTS CONTAINED HEREIN. Pursuant to the Bankruptcy Code, the Plan was filed on July 30, 2002 and this Disclosure Statement was filed on August ___, 2002. The Bankruptcy Court will hold a hearing on confirmation of the Plan beginning at __:__ __.m. (prevailing Eastern time) on ___________ __, 2002, in the United States District Court for the District of Delaware, J. Caleb Boggs Federal Building, Courtroom 2A, 844 N. King Street, Wilmington, Delaware 19801. At that Confirmation Hearing, the Bankruptcy Court will consider whether the Plan satisfies the requirements of the Bankruptcy Code, including whether the Plan is in the best interests of the claimants, and will review a ballot report concerning votes cast for acceptance or rejection of the Plan. 2 To obtain, at your cost, additional copies of this Disclosure Statement or of the Plan, please contact: Logan & Company, Inc. 546 Valley Road Upper Montclair, NJ 07043 (973) 509-3190 B. OVERVIEW OF THE PLAN THE FOLLOWING IS A BRIEF SUMMARY OF THE TREATMENT OF CLAIMS AND INTERESTS UNDER THE PLAN. THE DESCRIPTION OF THE PLAN SET FORTH BELOW CONSTITUTES A SUMMARY ONLY. CREDITORS AND OTHER PARTIES IN INTEREST ARE URGED TO REVIEW THE MORE DETAILED DESCRIPTION OF THE PLAN CONTAINED IN SECTION IV OF THIS DISCLOSURE STATEMENT AND THE PLAN ITSELF. THE PLAN IS ATTACHED AS EXHIBIT B TO THIS DISCLOSURE STATEMENT. As described in detail in Section III hereof, the Debtors set forth on Exhibit 3 to the Plan (the "Liquidating Debtors") sold substantially all of their assets to DNPS Delta Queen Steamboat Company, Inc. ("DNPS") for total consideration of $80.9 million (the "Asset Sale"). Pursuant to the Plan, the proceeds of this Asset Sale and the other Assets of the Liquidating Debtors shall be distributed to the Creditors of the Liquidating Debtors. The remaining Debtors, set forth on Exhibit 2 to the Plan (the "Converting Debtors"), have little or no assets in which they have any equity. Thus, pursuant to the Plan, the Chapter 11 Cases of these Converting Debtors shall be converted to liquidations under chapter 7 of the Bankruptcy Code. The Plan classifies Claims against and Interests in the Liquidating Debtors into 8 classes. Except as set forth below, the Plan provides that holders of Class 1 Allowed Other Priority Claims, Class 3 Allowed Other AQ Secured Claims, Class 4 Allowed General Secured Claims, Class 5 Allowed Convenience Claims and Class 6 Allowed General Unsecured Claims generally will be entitled to initial distributions of Cash on, or as soon as reasonably practicable after, the Effective Date and additional distributions based on recoveries from the liquidation of remaining assets and causes of actions of the Debtors after the Effective Date. Holders of Class 2 Allowed MARAD AQ Secured Claims will retain the MARAD Notes received from the close of the Asset Sale in full satisfaction of such Claims. The Plan provides that the holders of Class 7 Allowed Intercompany Claims and the holders of Class 8 Interests will receive no distribution and that all Intercompany Claims and Interests will be cancelled. Procedures for the distribution of Cash pursuant to the Plan, including matters that are expected to affect the timing of the receipt of distributions by certain holders of Claims, are described in detail in Section IV of this Disclosure Statement. In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority Tax Claims of the kinds specified in sections 503(b), 507(a)(1) and 507(a)(8) of the Bankruptcy Code have not been classified under the Plan and their treatment is set forth in Article 2 of the Plan. 3 The Plan provides for payment in full in Cash on the Effective Date, or as soon thereafter as is reasonably practicable, to all holders of Class 1 Allowed Other Priority Claims. Class 1 is not Impaired. The Plan provides that all Class 2 Allowed MARAD AQ Secured Claims shall be satisfied by the receipt of the MARAD Notes from the close of the Asset Sale to DNPS. Class 2 is Impaired. The Plan provides that each holder of a Class 3 Allowed Other AQ Secured Claim will receive the collateral securing such Allowed Other AQ Secured Claim or Cash in the respective allocable amounts obtained from the sale of the collateral securing such holder's Allowed Other AQ Secured Claim or such other treatment as may be agreed upon in writing by the holder of such Allowed Other AQ Secured Claim and the Liquidating Debtors. Class 3 is not impaired. The Plan provides that each holder of a Class 4 Allowed General Secured Claim will receive the collateral securing such Allowed General Secured Claim or Cash in the respective allocable amounts obtained from the sale of the collateral securing such holder's Allowed General Secured Claim or such other treatment as may be agreed upon in writing by the holder of such Allowed General Secured Claim and the Liquidating Debtors. Class 4 is not impaired. The Plan provides that each holder of a Class 5 Allowed Convenience Claim will receive an amount equal in Cash to 50% of such Allowed Convenience Claim, or such other amount as may be agreed upon by the holder of such Allowed Convenience Claim and the Liquidating Debtors. Class 5 is Impaired. The Plan provides that all holders of Class 6 Allowed General Unsecured Claims will receive in Cash a Pro Rata share of the remaining Assets (including Cash) after distributions to all higher priority Allowed Claims. Class 6 is Impaired. The Plan provides that all Class 7 Intercompany Claims and Class 8 Interests will be cancelled and extinguished under the Plan. The holders of Class 7 Claims and Class 8 Interests will receive no distribution under the Plan. Class 7 and 8 are Impaired. As discussed in Section IV(D) of this Disclosure Statement, the Plan is also premised on the substantive consolidation of all of the Liquidating Debtors with respect to the treatment of all Claims other than Secured Claims in Classes 2, 3, and 4, as provided below. The Plan does not contemplate substantive consolidation of the Liquidating Debtors with respect to Classes of Secured Claims against or Interests in the Liquidating Debtors, which shall be deemed to apply separately with respect to each Plan proposed by each Liquidating Debtor. To effectuate the substantive consolidation of the Liquidating Debtors with respect to all Claims except for Secured Claims, as of the Effective Date, (a) all Class 7 Intercompany Claims and Class 8 Interests will be cancelled (b) after giving effect to the transfers set forth in the Plan to the holders of Administrative Claims, Professional Claims, Allowed Priority Tax Claims, Class 1 Claims, Class 2 Claims, Class 3 Claims, Class 4 Claims, all Assets and liabilities of the Liquidating Debtors will be merged or treated as though they were merged, (c) all guarantees of the Liquidating Debtors of the obligations of any other Liquidating Debtor and any joint or several liability of any of the Liquidating 4 Debtors shall be eliminated, (d) except with respect to Secured Claims, each and every Claim against any Liquidating Debtor shall be deemed filed against the consolidated Liquidating Debtors and all Claims filed against more than one Liquidating Debtor for the same liability shall be deemed one Claim against and obligation of the consolidated Liquidating Debtors. The Debtors believe that distributions under the Plan will provide Creditors of the Liquidating Debtors at least the same recovery on account of Allowed Claims as would distributions by a chapter 7 trustee. However, distributions under the Plan to Creditors of the Liquidating Debtors would be made more quickly than distributions by a chapter 7 trustee and a chapter 7 trustee would charge a substantial fee, reducing the amount available for distribution on account of Allowed Claims. Additionally, the Creditors' Committee supports the Plan. ACCORDINGLY, THE DEBTORS URGE EACH CREDITOR ENTITLED TO VOTE ON THE PLAN TO VOTE TO ACCEPT THE PLAN. Following are detailed, Class-by-Class summaries of the description and treatment of Allowed Claims under the Plan.
CLASS DESCRIPTION TREATMENT UNDER PLAN ----------------- -------------------- CLASS 1 - OTHER PRIORITY CLAIMS On the Effective Date, or as soon thereafter as is reasonably practicable, each Allowed Other Priority Claim shall be paid, in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Other Priority Claim, (a) Cash equal to the amount of such Allowed Other Priority Claim, or (b) such other treatment as to which the Liquidating Debtors and the holder of such Allowed Other Priority Claim have agreed upon in writing. CLASS 2 - MARAD AQ SECURED CLAIMS Pursuant to the DNPS sale documentation in connection with the Asset Sale, payment of the $47,311,509.40 Asset Sale proceeds allocable to the Assets of Great AQ Steamboat, L.L.C. was in the form of assumption of the Assumed MARAD Notes and execution and delivery of the New MARAD Note. Receipt by MARAD of the MARAD Notes was in full satisfaction, settlement, release and discharge of and in exchange for all Allowed Claims of MARAD against Great AQ Steamboat, L.L.C. Accordingly, pursuant to the MARAD Stipulation, MARAD withdrew and released its Claims against Great AQ Steamboat, L.L.C., including any MARAD AQ Deficiency Claim.
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CLASS DESCRIPTION TREATMENT UNDER PLAN ----------------- -------------------- CLASS 3 - OTHER AQ SECURED CLAIMS At the Liquidating Debtors' option (after consultation with the Reconstituted Committee), as soon as is practicable after the later of (x) the Effective Date, or (y) thirty (30) days after the date on which a Claim against Great AQ Steamboat, L.L.C. becomes an Allowed Other AQ Secured Claim, the Liquidating Debtors shall, in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Other AQ Secured Claim, (a) distribute to each holder of an Allowed Other AQ Secured Claim the collateral securing such Allowed Other AQ Secured Claim, (b) distribute to each holder of an Allowed Other AQ Secured Claim Cash in an amount not to exceed the amount of its Allowed Other AQ Secured Claim (payable first, if applicable, from amounts set aside on account of such Other AQ Secured Claim by order of the Bankruptcy Court), or (c) provide for such other treatment as may be agreed upon by the holder of such Allowed Other AQ Secured Claim and the Liquidating Debtors. CLASS 4 - GENERAL SECURED CLAIMS At the Liquidating Debtors' option (after consultation with the Reconstituted Committee), as soon as is practicable after the later of (x) the Effective Date, or (y) thirty (30) days after the date on which a Claim becomes an Allowed General Secured Claim, the Liquidating Debtors shall, in full satisfaction, settlement, release and discharge of and in exchange for such Allowed General Secured Claim, (a) distribute to each holder of an Allowed General Secured Claim the collateral securing such Allowed General Secured Claim, (b) distribute to each holder of an Allowed General Secured Claim Cash in an amount not to exceed the Allowed General Secured Claim, equal to the proceeds actually realized from the sale of any collateral securing such Claim (payable first, if applicable, from amounts set aside on account of such General Secured Claim by order of the Bankruptcy Court), less the actual costs and expenses of disposing of such collateral, or (c) provide for such other treatment as may be agreed upon by the holder of such Allowed General Secured Claim and the Liquidating Debtors. CLASS 5 - CONVENIENCE CLAIMS At the Liquidating Debtors' option (after consultation with the Reconstituted Committee), as soon as
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CLASS DESCRIPTION TREATMENT UNDER PLAN ----------------- -------------------- practicable after the later of (x) the Effective Date or (y) thirty (30) days after the date on which a Convenience Claim becomes an Allowed Convenience Claim, the Liquidating Debtors shall, in full satisfaction, settlement, release and discharge of such Allowed Convenience Claim, (a) distribute to each holder of an Allowed Convenience Claim Cash in an amount equal to 50% of such Allowed Convenience Claim, or (b) provide for such other treatment as may be agreed upon by the holder of such Allowed Convenience Claim and the Liquidating Debtors. CLASS 6 - GENERAL UNSECURED CLAIMS After (a) satisfaction in full or satisfaction in accordance with this Plan of all Allowed Administrative Claims, Allowed Professional Claims and Allowed Priority Tax Claims as provided in Article 2 of the Plan and (b) the treatment provided in the Plan for Allowed Claims in Classes 1, 2, 3, 4 and 5, all remaining Available Cash shall be distributed Pro Rata among holders of Allowed General Unsecured Claims in Class 6. If, after the Effective Date, any Cash is available from, among other things, the liquidation of Assets of the Liquidating Debtors' Estates, the prosecution and enforcement of causes of action of the Liquidating Debtors, the release of funds from the Disputed Claims Reserve, or unclaimed, undeliverable or time-barred distributions to holders of Allowed Claims pursuant to the Plan and, in any such case, such Cash becomes Available Cash, then such Cash shall be treated as Available Cash and distributed in accordance with this Section 5.6 on a Subsequent Distribution Date, if any, and the Final Distribution Date in accordance with the procedures set forth below. Notwithstanding the foregoing, the aggregate distributions received pursuant to the Plan do not exceed the amount of the Allowed Claim (together with post-petition interest accruing on such Allowed Claims from and after the Petition Date at a rate equal to five percent (5%) per annum, compounded annually, solely for purposes of calculating the cap on any such distribution). CLASS 7 - INTERCOMPANY CLAIMS As a result of the substantive consolidation of the Liquidating Debtors for purposes of distributions to holders of all Allowed Claims other than Secured
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CLASS DESCRIPTION TREATMENT UNDER PLAN ----------------- -------------------- Claims under the Plan, and if the Claims of AMCV against the Liquidating Debtors are recharacterized as Interests or equitably subordinated, as a result of such recharacterization or subordination, holders of Intercompany Claims will not receive any distributions of property under the Plan on account of their Intercompany Claims and, on the Effective Date, the Intercompany Claims will be cancelled. CLASS 8 - INTERESTS Holders of Interests will not receive any distribution of property under the Plan on account of their Interests and, on the Effective Date, the Interests will be cancelled.
Following are detailed, Class-by-Class summaries of the estimated Allowed Claims against the Liquidating Debtors and the estimated distribution to the Creditors of the Liquidating Debtors on account of such Allowed Claims. THE AMOUNTS SET FORTH IN THE FOLLOWING SUMMARIES ARE MERELY ESTIMATES, THE ACTUAL AMOUNTS COULD BE SUBSTANTIALLY DIFFERENT, CAUSING THE ULTIMATE DISTRIBUTIONS TO CREDITORS TO BE HIGHER OR LOWER THAN ESTIMATED. The table set forth below describes the classification of Claims and Interests under the Plan with estimates of (1) the approximate amount of Claims in each Class and number of Interests that have been asserted, (2) the amount of Claims in each Class that the Debtors estimate will be allowed, and (3) the nature and extent of the distributions to be made under the Plan on account of such Allowed Claims. The distribution amounts do not reflect the effect of Avoidance Actions not released by the Plan. Whether the Bankruptcy Court recharacterizes or equitably subordinates the Claims of AMCV against the Liquidating Debtors will have a material impact upon the recoveries of holders of Allowed General Unsecured Claims in these Chapter 11 cases. Accordingly, summaries (a) assuming AMCV's claims against the Liquidating Debtors are recharacterized or equitably subordinated and (b) assuming AMCV's Claims against the Liquidating Debtors are not equitably subordinated are included below. 8 SUMMARY OF ESTIMATED DISTRIBUTIONS UNDER THE PLAN IF THE CLAIMS OF AMCV ARE RECHARACTERIZED OR SUBORDINATED
------------------------------------------------------------------------------------------------------------------------------ TOTAL AMOUNT OF CLAIMS/INTERESTS ESTIMATED DISTRIBUTION ------------------------------------------------------------------------------------------------------------------------------ CLASS APPROXIMATE ESTIMATED CASH/PROPERTY AMOUNTS ASSERTED ALLOWED AMOUNTS ------------------------------------------------------------------------------------------------------------------------------ Class 1 - Other Priority Claims $ 7,909,166.35 $ 4,000,000 $1.00 per dollar of Allowed Claim ------------------------------------------------------------------------------------------------------------------------------ Class 2 - MARAD AQ Secured Claims $ 45,735,000 Amount equal to value MARAD Notes of MARAD Notes ------------------------------------------------------------------------------------------------------------------------------ Class 3 - Other AQ Secured Claims $ 1,059,019.26 $ 800,000 $1.00 per dollar of Allowed Claim or the property securing such Claim ------------------------------------------------------------------------------------------------------------------------------ Class 4 - General Secured Claims $ 10,238,511.00 $ 1,800,000 $1.00 per dollar of Allowed Claim or the property securing such Claim ------------------------------------------------------------------------------------------------------------------------------ Class 5 - Convenience Claims $ 1,695,624.85 $ 1,700,000 $.50 per dollar of Allowed Claim ------------------------------------------------------------------------------------------------------------------------------ Class 6 - General Unsecured Claims $216,396,104.68 $ 75,000,000 $.27 per dollar of Allowed Claim ------------------------------------------------------------------------------------------------------------------------------ Class 7 - Intercompany Claims $281,050,453.49 $281,050,453.49 No distribution ------------------------------------------------------------------------------------------------------------------------------ Class 8 - Interests N/A N/A No distribution ------------------------------------------------------------------------------------------------------------------------------
9 SUMMARY OF ESTIMATED DISTRIBUTIONS UNDER THE PLAN IF THE CLAIMS OF AMCV ARE NOT RECHARACTERIZED OR EQUITABLY SUBORDINATED
-------------------------------------------------------------------------------------------------- TOTAL AMOUNT OF CLAIMS/INTERESTS ESTIMATED DISTRIBUTION -------------------------------------------------------------------------------------------------- CLASS APPROXIMATE ESTIMATED CASH/PROPERTY AMOUNTS ASSERTED ALLOWED AMOUNTS -------------------------------------------------------------------------------------------------- Class 1 - Other Priority $ 7,909,166.35 $ 4,000,000 $1.00 per dollar of Claims Allowed Claim -------------------------------------------------------------------------------------------------- Class 2 - MARAD AQ Secured $ 45,735,000 Amount equal to value MARAD Notes Claims of MARAD Notes -------------------------------------------------------------------------------------------------- Class 3 - Other AQ Secured $ 1,059,019.26 $ 800,000 $1.00 per dollar of Claims Allowed Claim or the property securing such Claim -------------------------------------------------------------------------------------------------- Class 4 - General Secured $ 10,238,511.00 $ 1,800,000 $1.00 per dollar of Claims Allowed Claim or the property securing such Claim -------------------------------------------------------------------------------------------------- Class 5 - Convenience Claims $ 1,695,624.85 $ 1,700,000 $.50 per dollar of Allowed Claim -------------------------------------------------------------------------------------------------- Class 6 - General Unsecured $302,977,372.39 $161,581,267.71 $.13 per dollar of Claims Allowed Claim -------------------------------------------------------------------------------------------------- Class 7 - Intercompany $194,469,185.78 $194,469,185.78 No distribution Claims -------------------------------------------------------------------------------------------------- Class 8 - Interests N/A N/A No distribution --------------------------------------------------------------------------------------------------
10 C. VOTING INSTRUCTIONS Only holders of Allowed Claims against Liquidating Debtors in Impaired Classes of Claims are entitled to vote on the Plan. The claimants in Classes 1, 3 and 4 are not Impaired under the Plan and thus pursuant to section 1126(f) of the Bankruptcy Code the claimants in Classes 1, 3 and 4 are deemed to have accepted the Plan. Holders of Claims in Classes 2, 5, and 6 are Impaired and thus may vote to accept or reject the Plan. The Debtors have enclosed ballots with this Disclosure Statement to solicit the votes of all claimants in Classes 2, 5, and 6. The holders of Claims in Class 7 and holders of Class 8 Interests shall receive no distribution under the Plan. Thus, pursuant to section 1126(g) of the Bankruptcy Code, the holders of Claims in Class 7 and the holders of Class 8 Interests are deemed to have rejected the Plan. BEFORE VOTING, YOU SHOULD READ THIS DISCLOSURE STATEMENT AND ITS EXHIBITS, INCLUDING THE PLAN, IN THEIR ENTIRETY. You may vote on the Plan by completing the enclosed ballot and mailing it to Logan & Company, Inc., the Debtors' Claims and Noticing Agent, at: Logan & Company, Inc. 546 Valley Road Upper Montclair, NJ 07043 You should use the ballot sent to you with this Disclosure Statement to cast your vote for or against the Plan. You may not cast ballots or votes orally. In order for your ballot to be considered by the Bankruptcy Court, it must be received at the above address no later than the time designated in the notice accompanying this Disclosure Statement. Any ballot executed by the holder of an Allowed Claim, but which does not indicate acceptance or rejection of the Plan, shall be considered a vote to accept the Plan. If you are a Claimant in either Class 2, Class 5 or Class 6 and you did not receive a ballot with this Disclosure Statement, please contact: Logan & Company, Inc. 546 Valley Road Upper Montclair, NJ 07043 Attn: AMCV Plan Voting Department Telephone: (973) 509-3190 Only holders of Allowed Claims in Impaired classes of Claims are entitled to vote on the Plan. An Impaired class of Claims accepts the Plan if at least two-thirds (2/3) in amount and more than one-half (1/2) in number of the Allowed Claims in the class that are actually voted are cast in favor of the Plan. Holders of Allowed Claims who do not execute a ballot are not counted as having voted either for or against the Plan. Whether or not a creditor or interest holder votes on the Plan, such Person will be bound by the terms and treatment set forth in the Plan if the Plan is accepted by the requisite majorities of the classes of creditors and interest holders and is confirmed by the Bankruptcy Court. Pursuant to the provisions of section 1126 of the Bankruptcy Code, the Bankruptcy Court may disallow any vote accepting or rejecting the Plan if such vote is not cast in good faith. 11 If the voting members of an Impaired class do not vote unanimously for the Plan but, nonetheless, vote for the Plan by at least the requisite two-thirds (2/3) in amount and one-half (1/2) in number of Allowed Claims or allowed interests in that class actually voted, the Plan, at a minimum, must provide that each member of such class will receive property of a value, as of the Effective Date of the Plan, that is not less than the amount such class members would receive or retain if the applicable Liquidating Debtor were liquidated under chapter 7 of the Bankruptcy Code. The Debtors may dispute proofs of Claim or Interest that have been filed or that the Liquidating Debtors listed as disputed in the schedules that the Liquidating Debtors filed with the Bankruptcy Court. Persons whose Claims or Interests are disputed may vote on or otherwise participate in distributions under the Plan only to the extent that the Bankruptcy Court allows their Claims or Interests. The Bankruptcy Court may temporarily allow a Claim or Interest for voting purposes only. Allowance of a Claim or Interest for voting purposes or disallowance of a Claim or Interest for voting purposes does not necessarily mean that all or a portion of that Claim or Interest will be allowed or disallowed for distribution purposes. The Debtors' schedules listing Claims and Interests and whether such Claims or Interests are disputed can be inspected at the Office of the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 Market Street, Wilmington, Delaware, 19801 or at the offices of Logan & Company, Inc., the Debtors' Claims and Noticing Agent, as the address set forth above. The Bankruptcy Court established April 30, 2002 as the Bar Date by which all proofs of Claim were required to be filed, with the exception of Claims of customers for customer deposits. Pursuant to the Plan, Claims of customers for customer deposits must be filed on or prior to the first Business Day that is at least thirty (30) days following the Effective Date. Pursuant to the Plan, all unpaid administrative claims must be filed on or before the Administrative Claims Bar Date. The Administrative Claims Bar Date is the first Business Day that is at least sixty (60) days following the Effective Date. Whether or not a creditor or interest holder votes on the Plan, such Person will be bound by the terms and treatment set forth in the Plan if the Plan is accepted by the requisite majorities of the classes of creditors and interest holders and is confirmed by the Bankruptcy Court. Allowance of a Claim or Interest for voting purposes does not necessarily mean that all or a portion of that Claim or Interest will be allowed or disallowed for distribution purposes. D. CONFIRMATION OF THE PLAN BY THE BANKRUPTCY COURT Once it is determined which Impaired classes have or have not accepted the Plan, the Bankruptcy Court will determine whether the Plan may be confirmed. Class 7 and Class 8 receive no distributions on account of their respective Claims and Interests and are therefore deemed to have rejected the Plan. However, the Bankruptcy Court may confirm the Plan even if all but one of the Impaired classes do not accept the Plan if the Bankruptcy Court finds that the remaining Impaired class of Claims (not including any acceptances by "insiders" as defined in section 101(31) of the Bankruptcy Code) has accepted the Plan and that certain additional conditions are met. The Debtors will therefore request that the Bankruptcy Court confirm the Plan under section 1129(b) of the Bankruptcy Code with respect to any non-accepting Class of Claims or Interests. 12 Section 1129(b) of the Bankruptcy Code is generally referred to as the "cramdown" provision. Pursuant to the cramdown provision, the Bankruptcy Court may confirm the Plan over the objection of a non-accepting Class of Secured Claims if the Plan satisfies one of the alternative requirements of section 1129(b)(2)(A) of the Bankruptcy Code. Likewise, the Bankruptcy Court may confirm the Plan over the objection of a non-accepting Class of Unsecured Claims if the non-accepting claimants will receive the full value of their Claims, or, if the non-accepting claimants receive less than full value, if no Class of junior priority will receive anything on account of their pre-petition Claims or Interests. If the Plan does not meet the cramdown requirements as set forth above with respect to all of the Liquidating Debtors, in the Liquidating Debtors' sole discretion, the Plan may be (a) revoked as to all of the Liquidating Debtors, or (b) revoked as to the Liquidating Debtor not satisfying the cramdown requirements (such Debtor's Chapter 11 Case being converted to a chapter 7 liquidation, continued or dismissed in the Debtors' sole discretion) and confirmed as to the remaining Liquidating Debtors. THESE ARE COMPLEX STATUTORY PROVISIONS, AND THE PRECEDING PARAGRAPHS ARE NOT INTENDED TO BE A COMPLETE SUMMARY OF THE LAW. IF YOU DO NOT UNDERSTAND THESE PROVISIONS, PLEASE CONSULT WITH YOUR ATTORNEY. BECAUSE CLASSES 7 AND 8 RECEIVE NO DISTRIBUTIONS ON ACCOUNT OF THEIR RESPECTIVE CLAIMS AND INTERESTS AND ARE THUS DEEMED TO HAVE REJECTED THE PLAN, THE DEBTORS INTEND TO RELY UPON THE "CRAMDOWN" PROVISION OF SECTION 1129(B) OF THE BANKRUPTCY CODE. The Plan provides for the liquidation of substantially all of the property of the Liquidating Debtors' estates. Pursuant to section 1141(d)(3) of the Bankruptcy Code, confirmation of the Plan will not discharge the Liquidating Debtors from any of their debts which arose prior to October 22, 2001; however, Confirmation will make the Plan binding upon the Debtors, their creditors, holders of Claims and Interests, and other parties in interest regardless of whether they have accepted the Plan. II. BACKGROUND OF THE DEBTORS American Classic Voyages Co. is a Delaware corporation incorporated in 1985 as a holding company that indirectly owns and controls TDQS Co., f/k/a The Delta Queen Steamboat Co., which operated the Delta Queen riverboats and the Delta Queen Coastal Voyages vessels through various subsidiaries, Great Hawaii Cruise Line, Inc. which operated American Hawaii through various subsidiaries, and Project America, Inc. which operated United States Lines through various subsidiaries. AMCV was the largest U.S.-flag cruise company and marketed two distinct products that cruised in Hawaii, one product that cruised along the coast of North America and one product that cruised on America's inland waterways. The Company's cruise lines, United States Lines, American Hawaii Cruises, DQCV, L.L.C. f/k/a Delta Queen Coastal Voyages and TDQS Co., f/k/a The Delta Queen Steamboat Company operated a total of seven U.S.-crewed vessels with a combined 3,480 berths. Three more ships, with a total of 4,024 berths, were in production at U.S. shipyards as of the Petition Date. 13 Like the rest of the travel industry, the Debtors were negatively affected by the slowing economy in 2001 and were impacted by very aggressive pricing competition in the cruise industry. Prior to the September 11, 2001 terrorist attacks, the Debtors had restructured a large amount of their non-operational cash obligations, pared their operating costs and had taken sales and marketing steps that led to fully occupied vessels at increasing yields. The aftermath of the terrorists acts and the war on terrorism had a dramatic effect on the Debtors' financial health. After September 11, 2001, the Debtors' bookings slowed dramatically, their cancellations increased and their liquidity declined sharply as access to bank credit lines and working capital became sharply restricted. Absent any prospects for any material improvement or access to additional funding, the Debtors decided to file for bankruptcy protection. The Debtors determined that a significant reduction of operations would permit the Debtors to stem cash outlays and to preserve the value of their assets for the benefit of creditors. III. THE CHAPTER 11 CASES A. COMMENCEMENT OF THE CHAPTER 11 CASES On October 19, 2001, AMCV commenced its reorganization case by filing a voluntary petition for relief under chapter 11 of the Bankruptcy Code in the United States District Court for the District of Delaware. On October 22, 2001, the remaining Debtors commenced their respective reorganization cases by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code in the United States District Court for the District of Delaware. Since the Petition Date, the Debtors have been managing their affairs and conducting their businesses as debtors-in-possession, pursuant to sections 1107 and 1108 of the Bankruptcy Code. An Official Committee of Unsecured Creditors (the "Creditors' Committee") was appointed in the Chapter 11 Cases on November 1, 2001. The Chapter 11 Cases are pending before the Honorable John C. Akard, United States Bankruptcy Judge, in the United States District Court for the District of Delaware, located at the United States District Court, J. Caleb Boggs Federal Building, Courtroom 2A, 844 N. King Street, Wilmington, Delaware. 1. FIRST DAY RELIEF GRANTED BY THE BANKRUPTCY COURT (a) Applications for Retention of Debtors' Professionals; Ordinary Course Professionals The Bankruptcy Court authorized the Debtors to retain certain professionals to represent them and assist them in connection with the Chapter 11 Cases. These professionals included, among others: (i) Latham & Watkins, as counsel for the Debtors in the Chapter 11 Cases; (ii) Walsh Monzack & Monaco, P.A., as local counsel in the Debtors' Chapter 11 Cases; (iii) Preston Gates Ellis & Rouvelas Meeds, LLP as special regulatory and maritime counsel for the Debtors in their Chapter 11 Cases; (iv) PricewaterhouseCoopers as the Debtors' financial consultants and (v) Logan & Company, Inc., as claims and noticing agent for the Debtors. Additionally, the Bankruptcy Court authorized the Debtors to retain, employ, compensate and reimburse the expenses of certain professionals, primarily attorneys, who have rendered services to the Debtors unrelated to the Chapter 11 Cases (collectively defined in the applicable Motion as the "Ordinary Course Professionals"), to assist with the operation of the Debtors' businesses 14 in the ordinary course. By a separate order, entered on January 7, 2002, the Bankruptcy Court signed an order authorizing the retention of Chanin Capital Partners, L.L.C. and American Marine Advisors as of November 19, 2001 as the Debtors. (b) Motion for Joint Administration of the Chapter 11 Cases The Bankruptcy Court authorized the joint administration of the Debtors' Chapter 11 Cases. (c) Motion to Continue Using Existing Cash Management Systems The Bankruptcy Court authorized the Debtors to continue to utilize their existing centralized cash management systems, bank accounts, business forms and to engage in intercompany transactions in the ordinary course of the Debtors' businesses. (d) Motion for Authority to Pay Pre-Petition Employee Wages, Salaries and Benefits and Directing All Banks to Honor Pre-Petition Checks for Payment of Pre-petition Employee Obligations The Bankruptcy Court authorized the Debtors to pay or otherwise honor the pre-petition wages, salaries and employee benefits earned or arising before the Petition Date of all currently active employees and independent contractors, and the Bankruptcy Court directed all banks to honor pre-petition checks for payment of all such pre-petition employee obligations. (e) Motion Prohibiting Utilities From Altering, Refusing or Discontinuing Services and Establishing Procedures for Determining Requests for Additional Adequate Assurance The Bankruptcy Court granted the Debtors' request and prohibited the Debtors' utility service providers from altering, refusing or discontinuing services on account of pre-petition invoices. (f) Motion Confirming Authority to Pay Pre-petition Sales, Use and Other Taxes The Bankruptcy Court confirmed the Debtors' authority to pay pre-petition sales, use and other taxes collected by the Debtors from their customers or incurred in the ordinary course of their businesses to the appropriate taxing authorities. (g) Motion Establishing Procedures for Interim Compensation and Reimbursement of Chapter 11 Professionals and Committee Members The Bankruptcy Court authorized the Debtors to establish an orderly, regular process for allowance and payment of compensation and reimbursement for attorneys and other professionals utilized by the Debtors in the Chapter 11 Cases and to establish a procedure for reimbursement of reasonable out-of-pocket expenses incurred by members of any statutory committee. 15 (h) Motion Granting Additional Time to File Schedules and Statements The Bankruptcy Court granted the Debtors additional time to file their schedules and statements of financial affairs. (i) Motion Establishing Administrative and Notice Procedures The Bankruptcy Court approved the Debtors' proposed administrative and notice procedures. (j) Motion Requiring Debtors to Provide Staffing Services for Case Administration The Bankruptcy Court approved the Debtors' order requiring the Debtors to provide staffing services for the case administration. B. APPOINTMENT OF OFFICIAL COMMITTEE OF UNSECURED CREDITORS On November 1, 2001 the Office of the United States Trustee for the District of Delaware appointed the Creditors' Committee to represent the interests of the Debtors' unsecured creditors. Since its formation, the Debtors have consulted with the Creditors' Committee concerning the administration of the Chapter 11 Cases. The Debtors have kept the Creditors' Committee informed about their operations and have sought the concurrence of the Creditors' Committee for actions and transactions taken outside of the ordinary course of the Debtors' businesses. The Creditors' Committee has participated actively, together with the Debtors' management and professionals, in negotiation of the Plan. The Creditors' Committee fully supports the Plan. The Creditors' Committee consists of the following members: (i) American Express Travel Related Services Co. Inc., 90 Hudson Street, 9th Floor, #412-D, Jersey City, NJ 17302 (Attn: Jason Halpern, Esq.); (ii) Schiff Hardin & Waite, Sears Tower, Suite 7200, 233 South Wacker Drive, Chicago, IL 60606 (Attn: Eugene J. Geekie, Jr., Esq.); (iii) Jewelcor Management, Inc., 199 N. Wilkes-Barre Boulevard, Wilkes-Barre, PA 18702 (Attn: Seymour Holtzman); and (iv) Seafarers International Union, 5201 Auth Way, Camp Springs, MD 20746 (Attn: Ellen A. Silver, Esq.). Counsel to the Creditors' Committee is Hahn & Hessen, LLP, Empire State Building, 350 Fifth Avenue, New York, NY 10118-0075, (Attn: Mark T. Power, Esq.) The Creditors' Committee's Financial Advisor is FTI Policano & Manzo, Park 80 West, Plaza 1, 3rd Floor, Saddlebrook, NJ 07663 (Attn: Ed Ordway). C. APPROVAL TO IMPLEMENT REVISED INCENTIVE PLAN AND EMPLOYEE RETENTION PLAN After negotiations between the Debtors and the Creditors' Committee, the Bankruptcy Court, pursuant to an order entered on November 16, 2001 and an order entered on February 19, 2002, authorized the Debtors to provide certain senior level employees with a severance plan and an additional incentive plan. These plans provided the Debtors with the necessary assurance that certain senior level employees would remain employed by the Debtors and would continue to contribute to the Debtors' efforts to maximize value for the benefit of their creditors. 16 D. THE VESSELS The Debtors have already ceased operation of, turned over their title to, and/or granted relief from stay for the benefit of their secured creditors with respect to, all of the vessels not included in the Asset Sale (discussed in detail in Section III(D)(4) hereof). 1. THE MS PATRIOT: Under the terms of an agreement finalized on October 15, 1999, on October 18, 2000 Oceanic Ship Co. purchased the ms Nieuw Amsterdam from Holland America Line ("HAL") for $114.5 million. Upon taking delivery of the vessel, Oceanic Ship Co. renamed it the M/S Patriot (the "Patriot") and operated it as a 1,212-passenger U.S.-flagged vessel servicing the Hawaiian market. On February 22, 2000 AMCV Capital Trust I completed an offering of 2,000,000 trust convertible preferred securities guaranteed by AMCV. The net proceeds, after underwriting fees and other expenses, were $96.3 million. A portion of the proceeds were used to fund the letter of credit facility related to the Patriot and to pay outstanding amounts on the Chase letter of credit facility. The purchase price was financed with $30 million of proceeds from the issuance of trust preferred securities and an $84.5 million promissory note issued to HAL by Oceanic Ship Co. The promissory note bears interest at a floating rate equal to the prevailing prime rate, which was 9.5% at the time of purchase and is payable monthly in arrears. Principal paydowns of $5.1 million are scheduled for each March 31st and September 30th, beginning with March 31, 2001, with a final payment of $23.7 million due on January 18, 2007. Oceanic Ship Co. also incurred $20.4 million in refurbishment, renovation, and other capital expenditures necessary to ready the vessel for service. This amount was funded from operating cash flow. The vessel's inaugural voyage took place in December 2000. The 1999 purchase contract with HAL required Oceanic Ship Co. to make an earnest money deposit of $30 million by January 17, 2000. Persons and entities affiliated with Equity Group Investments, Inc. ("Equity"), AMCV's largest stockholder, guaranteed a letter of credit facility for the Oceanic Ship Co. with The Chase Manhattan Bank ("Chase") for up to $30 million, thereby allowing Oceanic Ship Co. to obtain the facility from its inception until February 22, 2000. Under an agreement dated October 15, 1999, as consideration for issuance of the guarantee, Oceanic Ship Co. paid Equity a commitment fee of $.5 million in 1999 and agreed to pay Equity additional compensation in the form of stock appreciation units. No payments were made under the stock appreciation units. Equity's rights to receive this additional compensation vested, on a monthly basis, during the period that the guarantee remained outstanding. On February 22, 2000, Oceanic Ship Co. deposited $30 million into a cash collateral account with Chase from proceeds received from the issuance of trust preferred securities, thereby terminating the Equity guarantee. On October 22, 2001, HAL filed a Verified Complaint In Rem and In Personam for Foreclosure of Preferred Marine Mortgage in which they asked the District Court for the District of Hawaii, among other things, to issue a warrant of arrest instructing the United States Marshall to seize the Patriot, to enter a judgment foreclosing the mortgage for $79,430,000 and to enter an order directing the sale of the Patriot. On January 28, 2002 pursuant to the District Court of Hawaii's Order for Interlocutory Sale of Defendant Vessel M/S Patriot Pursuant to Supplemental Admiralty Rule E(9)(b) and the Notice of Sale, the Patriot was sold at public auction by a U.S. Marshall to HAL for $79,769,783. On February 1, 2002, the United States District Court for the District of Hawaii entered an order confirming this sale. 17 2. THE S.S. INDEPENDENCE: Great Independence Ship Co.'s cruise ship, the s.s. Independence operated inter-island cruise vacations among the Hawaiian Islands year round. Built in 1951, the s.s. Independence has 860 passenger berths and offered primarily seven-day itineraries with ports of call throughout the Hawaiian Islands. As of the Petition Date, Great Independence Ship Co. owed MARAD in excess of $24 million secured by the s.s. Independence. The Debtors believed that no buyer existed for the ship in its capacity as a cruise ship, and that the only likely buyer would be for scrap value. Accordingly, the Debtors estimated that the value of the s.s. Independence is between $1 million and $3 million. Additionally, the cost to the Debtors of docking and maintaining the s.s. Independence was extremely expensive. Because the Debtors never planned to operate the s.s. Independence again, the Debtors saw no reason to pay the s.s. Independence's high docking and maintenance fees. On October 30, 2001, the Bankruptcy Court granted the First Amended Emergency Motion of Debtors for an Order Authorizing Abandonment of the s.s. Independence and Limited Modification of Automatic Stay. The Bankruptcy Court found that abandonment of the s.s. Independence was appropriate. The s.s. Independence was burdensome to the Debtors' estates under 11 U.S.C. Section 554(a) because the Debtors did not require the s.s. Independence in the conduct of their operations and because the s.s. Independence was subject to secured debt of MARAD which far exceed its value. 3. THE CAPE MAY LIGHT AND THE CAPE COD LIGHT: In late 1999, Cape May Light, L.L.C. and Cape Cod Light, L.L.C. began constructing two new coastal cruise vessels at Atlantic Marine, Inc. ("AMI") of Jacksonville, Florida. As is discussed more fully in Section II(J) hereof, the Debtors and AMI are in litigation over this construction. Each vessel was expected to have a total project cost of approximately $40 million to $42 million. During 2000, Cape May Light, L.L.C. and Cape Cod Light, L.L.C. incurred $23.5 million and $22.9 million for construction costs pertaining to the Cape May Light and Cape Cod Light respectively, including capitalized interest. On October 16, 2000, Cape May Light, L.L.C. and Cape Cod Light, L.L.C. issued $37.9 million and $38.5 million of 7.25% long-term bonds to finance construction of the Cape May Light and the Cape Cod Light respectively. These bonds were guaranteed by MARAD. The Cape May Light was delivered in April 2001 and the Cape Cod Light was never delivered. On April 9, 2002, the Bankruptcy Court signed a Stipulation and Order Granting Limited Modification of the Automatic Stay as to Cape May Light whereby the Debtors turned over the Cape May Light to MARAD on grounds that the vessel was burdensome to the Debtors' estate under 11 U.S.C. Section 554(a). The Debtors did not require the vessel in the conduct of their business operations, and the amount of the claim secured by MARAD's lien on the vessel exceeded the Debtors' equity in the vessel. On March 18, 2002, the Bankruptcy Court signed the Stipulation and Order Granting Limited Modification of the Automatic Stay as to the Cape Cod Light whereby the Debtors turned over the Cape Cod Light to MARAD on the same grounds on which they had turned over the Cape May Light. 18 4. NEW SHIPS On March 9, 1999, Project America, Inc. signed a definitive agreement with Ingalls Shipbuilding to construct two new passenger ships, each containing approximately 1,900 passenger berths, with options to build up to four additional vessels. The contract, which was guaranteed by MARAD, provided that Ingalls Shipbuilding deliver the first new ship in January 2003 and the second ship in January 2004. Project America, Inc. estimated that the new Hawaii cruise ships would cost approximately $495 million each, including the cost of furnishings, fixtures as well as design, engineering and architectural fees, but excluding capitalized interest. During 2000, Project America, Inc. spent $110.3 million on construction of the first Hawaii vessel and $24.7 million on construction of the second vessel. A significant portion of the construction cost of the Hawaii cruise ships was financed through MARAD. In April 1999, the Project America, Inc. received commitments from MARAD for financing guarantees for up to 87.5% of the cost of the vessels. During the 12 months ending December 31, 2000, Project America, Inc. placed three separate issuances of short-term notes guaranteed by MARAD totaling $125 million. These notes bear interest at LIBOR minus 0.10%. On January 31, 2001, the Debtors issued an additional $50 million of notes guaranteed by MARAD bearing interest at LIBOR minus 0.10% and due on January 31, 2002. A portion of the proceeds from this issuance was used to pay down $25 million of notes issued in 2000 that were due January 31, 2001. On April 27, 1999 and May 4, 1999, AMCV completed public offerings of an additional 3,500,000 and 525,000 shares of common stock, respectively. The net proceeds to AMCV, after offering expenses, were $63.5 million and was used for construction of the initial Hawaii vessel. Additionally, on February 22, 2000, Project America, Inc. competed an offering of an additional 2,000,000 shares of common stock. The net proceeds, after underwriting commissions and other expenses, were $46.8 million and were used for construction of the second Hawaii vessel. The underwriters' overallotment option of 300,000 additional shares was not exercised. In the 90 days preceding the Petition Date, AMCV Cruise Operations, Inc. paid $15 million to Ingalls Shipbuilding in connection with the contract. 5. SALE OF THE DELTA QUEEN, THE MISSISSIPPI QUEEN AND THE AMERICAN QUEEN Despite having taken extensive measures to reduce expenses, the Debtors determined in early 2002 that they would run out of cash by May 31, 2002. Therefore, after extensive negotiations with the Creditors' Committee, the Debtors determined that the best way to maximize the value of the Debtors' assets for the benefit of their creditors was to seek a prompt conclusion to the Debtors' reorganization proceedings through an immediate sale of the Delta Queen, the Mississippi Queen, the American Queen and the Columbia Queen. The Debtors retained Chanin Capital Partners, L.L.C. and American Marine Advisors in late 2001 to find a strategic or financial buyer or investor. The Debtors' decision to sell the Delta Queen, the Mississippi Queen, the American Queen and the Columbia Queen was intended to avoid liquidation for "fire sale value" which would have resulted in substantially diminished creditor recovery. For over four months, the Debtors' financial advisors and senior management diligently marketed the Delta Queen, the Mississippi Queen, the American Queen, the Columbia Queen and the related franchise and contacted approximately 185 potential strategic and financial buyers. Of the 185 parties contacted, 157 received a confidential information memorandum. Ultimately, the buyer diligence process yielded eight written offers or indications of interest. 19 On March 5, 2002 and March 6, 2002, the Debtors, the Debtors' financial advisors, representatives from the Creditors' Committee, the Creditors' Committee's financial advisors, representatives from MARAD and their counsel from the Department of Justice entertained six of the parties who had expressed an interest in purchasing the Delta Queen, the Mississippi Queen, the American Queen and/or the Columbia Queen. Each party was given the opportunity to present its best offer for the Delta Queen, the Mississippi Queen, the American Queen and/or the Columbia Queen. The terms and structure of the offers differed significantly. After considering a variety of factors including the amount of money being offered, the structure of the transaction, the proposed break-up fee, the financial stability of the interested parties and the level of commitment to closing the sale given the Debtors' expedited timeframe, the Debtors and the Creditors' Committee selected WI-DQSC to act as the "stalking horse." After lengthy negotiations, AMCV and WI-DQSC entered into a letter of intent (the "Letter Agreement") regarding both the proposed sale of the Delta Queen and the Mississippi Queen and certain proposed sale procedures in connection therewith. Thereafter, the Debtors promptly sought approval of the Letter Agreement and the bidding procedures contemplated therein in their Emergency Motion for an Order Approving Bidding Procedures, Break-Up Fee, and Right of First Refusal with Respect to the Proposed Sale of Debtors' Assets to WI-DQSC or the Highest Bidder (the "Bid Procedures Motion"). On March 18, 2002, the Bankruptcy Court approved the Debtors' Bid Procedures Motion and a modified version of the Letter Agreement. On April 11, 2002, the Debtors filed a Motion for Order Authorizing (A) Proposed Sale of the Debtors' Inland Waterway Cruises Business Free and Clear of Liens, Claims, and Encumbrances, and (B) Assumption and Assignment of All or Substantially All of the Debtors' Executory Contracts and Unexpired Leases Related Thereto (the "Asset Sale Motion"). Pursuant to the Asset Sale Motion, the Debtors sought to sell the Delta Queen, the Mississippi Queen, the related franchise and the American Queen and/or the Columbia Queen if a supplemental bidding procedures order acceptable to the Debtors was entered prior to the Auction (as defined below). On April 16, 2002, MARAD obtained from American West Steamboat Company ("American West") a written offer for the sale, subject to MARAD exercising its right of foreclosure as a secured party, of the American Queen, in exchange for American West assuming the Title XI portion of the AQ secured debt and satisfying pursuant to a note the principal amount of the February 2002 AQ debt payment, subject to higher or better offers being received at the Auction. On April 19, 2002, the Debtors filed and served a Notice of Inclusion of American Queen and Columbia Queen Riverboats in the May 3, 2002 Auction. Also, on April 19, 2002, the Bankruptcy Court entered the Order Scheduling Hearing and Notice on Motion to Approve the Sale of the American Queen and the Columbia Queen Riverboats as Part of the Auction Scheduled for May 3, 2002. On April 25, 2002, with the support of the Creditors' Committee and MARAD, the Debtors filed with the Bankruptcy Court a Certification of Bid Procedures Regarding the Revised Bid Procedures Regarding the Sale of the American Queen and the Columbia Queen as Part of the Auction Scheduled for May 3, 2002. 20 On May 3, 2002, an auction was held as contemplated by the Asset Sale Motion (the "Auction"). The Delta Queen, the Mississippi Queen, the American Queen, the Columbia Queen and the related franchise were offered for sale in lots comprised of various combinations of the four vessels. Lot 1 was comprised of the Delta Queen and the Mississippi Queen and the related franchise, Lot 2 the American Queen, Lot 3 the Columbia Queen. Lot 4 was comprised of Lots 1 and 2, Lot 5 of Lots 1 and Lots 3, and Lot 6 of Lots 1, 2, and 3. The highest bidder at the Auction for the Delta Queen, the Mississippi Queen and the related general intangibles and franchise (the "Unencumbered Assets") was DNPS Delta Queen Steamboat Company ("DNPS"). DNPS offered to pay $9.3 million in cash for the title to the Unencumbered Assets. The highest bidder at the Auction for Lot 2 was American West. American West offered to execute and deliver a note in favor of MARAD in the principal amount of $2,788,509.40 (the "Interest Payment Note")(2) and assume an aggregate of $44,523,000 in principal amount of Title XI obligations to MARAD (the "Title XI Obligations" and together with the Interest Payment Notes, the "MARAD Notes")(3) in exchange for title to the American Queen. The overall highest and best bidder at the Auction was DNPS. DNPS offered to pay $33,588,490.60 in cash, execute and deliver the $2,788,509.40 Interest Payment Note and assume the $44,523,000 Title XI Obligations in exchange for the combined lot of the American Queen and the Unencumbered Assets, including, the Debtors and the Committee assert, the virtual monopoly on overnight passenger riverboats on the inland waterways of the United States that ownership of all three vessels would provide. After consultation with MARAD and the Committee, the Debtors chose DNPS' bid for the combined lot as the highest and best bid. On May 6, 2002, the Bankruptcy Court heard the Debtors' Asset Sale Motion and on May 13, 2002, the Bankruptcy Court signed an order approving the Asset Sale to DNPS. Subsequent to the May 6, 2002 hearing, DNPS and the Debtors finalized and executed an asset purchase agreement dated May 13, 2002 (the "Purchase Agreement"). In connection with, and pursuant to, the Purchase Agreement and various related documents, MARAD agreed that execution and delivery of the Interest Payment Note and assumption of the Title XI Obligations by DNPS was in full satisfaction of all of MARAD's claims against Great AQ Steamboat, L.L.C., the company that owns the American Queen. Accordingly, MARAD withdrew its claims against Great AQ Steamboat, L.L.C. upon the closing of the Asset Sale on May 31, 2002. 6. THE COLUMBIA QUEEN In May 1999, the Debtors acquired a substantially complete riverboat originally built for the casino trade that was converted into the fourth delta queen riverboat. The vessel, known as the Columbia Queen, entered service on May 27, 2000 and operated weekly cruise vacations out of Portland, Oregon on the Columbia River. The Debtors paid $3.2 million to acquire the vessel and incurred $32.8 million and $8.1 million in costs in 2000 and 1999 -------------- (2) The Interest Payment Note bears interest at the rate of 2.3% per annum, interest is capitalized until August 24, 2003 and principal and capitalized interest is amortized thereafter in six equal semi-annual payments, plus accrued interest, over the subsequent three-year period. (3) The Title XI Obligations include a Title XI Note in the principal amount of $8,325,000, maturing on August 24, 2005, with interest accruing at the rate of LIBOR plus 0.24% per annum and a Title XI Bond in the current principle amount of $36,198,000, maturing on June 2, 2020, with interest accruing at the rate of 7.68% per annum. 21 respectively, to convert the boat into an overnight passenger vessel. The conversion was financed primarily through borrowings on the Debtors' revolving credit facility. In February 1999, TDQS Co., f/k/a The Delta Queen Steamboat Co. entered into a credit agreement with a group of lenders, with The Chase Manhattan Bank as agent. This agreement provided for a revolving credit facility of up to $70 million to fund the expansion of the Delta Queen line. Upon the completion of MARAD financing for the two Delta Queen coastal vessels, this facility was amended in the third quarter of 2000 whereby TDQS Co. had a maximum of $30 million available to it in the amount of revolving credit loans. The maturity date of the facility was September 13, 2001. Any amounts outstanding on the maturity date would be converted to a non-amortizing term loan which matures on September 13, 2002. The facility was secured by all of the assets of TDSC except for the American Queen, the Cape May Light and Cape Cod Light. Although the Columbia Queen was included in certain lots at the Auction, the highest and best bid at the Auction was not for a lot that included the Columbia Queen. As the Debtors did not require the Columbia Queen in the conduct of their business operations and the amount of the claim secured by MARAD's lien on the vessel exceeded the Debtors' equity in the vessel, the Debtors and MARAD filed an Emergency Stipulation and Order Granting Limited Modification of the Automatic Stay as to Columbia Queen (the "Columbia Queen Stipulation"). On June 12, 2002, the Bankruptcy Court signed the Columbia Queen Stipulation, whereby the Bankruptcy Court granted MARAD relief from the automatic stay to exercise its rights with respect to the Columbia Queen. E. ALLOCATION STIPULATION AND STIPULATION VALUING THE AMERICAN QUEEN On May 3, 2002, MARAD, the Creditors' Committee and the Debtors entered into the Stipulation and Order Regarding Consensual Allocation of Auction Proceeds and Related Issues (the "Allocation Stipulation"). The Allocation Stipulation was intended to avoid future disputes regarding the allocation of sale proceeds among the assets upon which MARAD asserted a first priority security interest and mortgage, the American Queen and the Columbia Queen, and the other assets being sold by the Debtors. Pursuant to the Allocation Stipulation, MARAD would receive the proceeds allocable to the American Queen and/or the Columbia Queen up to the amount of its debt and the Debtors would receive the proceeds allocable to the other assets sold, together with any proceeds received in excess of the amount of secured debt on such vessels. The Allocation Stipulation further provided that MARAD could elect to receive its share of the consideration in the form of assumed and new debt secured by such vessels. The Allocation Stipulation enabled MARAD to consent to the sale of the American Queen and the Columbia Queen. After the filing of the Sale Motion, several claimants who were injured on the American Queen asserted first priority liens on the American Queen (the "AQ Claimants"). Moreover, the AQ Claimants alleged that their liens are senior to those of MARAD. Neither the Committee nor MARAD, the drafters of the Allocation Stipulation, appear to have considered the possibility that third parties might have liens upon the American Queen with priority over MARAD's liens. The AQ Claimants filed motions for reconsideration of the Allocation Stipulation (the "Motions to Reconsider the Allocation Stipulation"). Although the Motions to Reconsider the Allocation Stipulation were withdrawn, in MARAD's response to the Motions to 22 Reconsider, MARAD asserted that the Allocation Stipulation did not allocate the sale proceeds among the assets sold, but simply indicated how the proceeds were to be distributed. This position called into question the Debtors' understanding of the Allocation Stipulation. In addition, it was impossible for the Debtors to prepare a plan until the parties resolve the issue of how the proceeds should be allocated among the Unencumbered Assets on one hand and the American Queen on the other. Accordingly, on July 8, 2002, the Debtors filed the Motion of Debtors and Debtors-in-Possession for an Order Enforcing Allocation Stipulation and Valuing American Queen (the "Valuation Motion"). On July 16, 2002, in an effort to resolve the issue of how the proceeds of the Asset Sale should be allocated, the Debtors, MARAD and the Committee entered into a Stipulation and Agreed Order Settling Motion for an Order Enforcing Allocation Stipulation and Valuing American Queen and Related Assets (the "MARAD Stipulation"). Pursuant to the MARAD Stipulation, MARAD agreed to accept the MARAD Notes in full and complete satisfaction of all of its claims against Great AQ Steamboat, L.L.C. and all of its claims against The Delta Queen Steamboat Co., as guarantor, which are in any way related to the American Queen, including, without limitation, any unsecured deficiency claim of MARAD against Great AQ Steamboat, L.L.C. In exchange for the foregoing, the Debtors, MARAD and the Committee agreed that to the extent any AQ Claimant or any other third party has a valid, allowed claim secured by a valid and perfected security interest or lien upon the American Queen with priority over the security interest and mortgage of MARAD, such prior secured claim shall attach to the cash proceeds of the Asset Sale and shall not attach to the MARAD Notes or the proceeds thereof. F. DISTRIBUTABLE PROCEEDS OF THE ASSET SALE The Debtors estimate that as a result of the Asset Sale and any other proceeds from the sale of residual assets, $34,882,400 in cash and $47,311,500 in MARAD Notes will be available for initial distribution to creditors in accordance with the Plan. After distributing the MARAD Notes and approximately $14,500,000 in cash payments to be made to holders of Administrative Claims, Priority Tax Claims and holders of Class 1, 2, 3, 4 and 5 Claims, the total amount ultimately available for distribution to General Unsecured Creditors is estimated to be approximately $20,382,400 (the "Net Distributable Proceeds"). Exhibit C to this Disclosure Statement sets forth the methodology used by the Debtors in estimating the Net Distributable Proceeds. Based on this estimated amount of Net Distributable Proceeds, the Debtors estimate that holders of General Unsecured Claims in Class 6 will receive approximately 27% of their Allowed General Unsecured Claims if the Claims of AMCV are recharacterized as Interests or equitably subordinated and 13% of their Allowed General Unsecured Claims if the Claims of AMCV become Allowed General Unsecured Claims. G. REJECTION OF UNEXPIRED NON-RESIDENTIAL REAL PROPERTY LEASES AND REJECTION OF CERTAIN EXECUTORY CONTRACTS The Debtors ceased operation of all but one of their vessels as of the Petition Date. Thus, the Debtors no longer needed many of the offices and warehouses that supported their operations. The Debtors determined that the costs of the leases outweighed the amount of revenue, if any, generated by such leases. In addition, the Debtors reasonably believed that the leases had little or no assignment value to third parties. Moreover, rejection of the leases 23 preserved the estates by relieving the Debtors of any post-petition obligations under the leases. The Bankruptcy Court authorized the Debtors' rejection of certain leases for non-residential real property at the following locations: (1) 119 S. Market, Suite 104, Portland, Oregon; (2) 5835 Blue Lagoon Drive, Miami, Florida; (3) 1428 Brickell Avenue, Miami, Florida; (4) 2200 N. Commerce Parkway, Weston, Florida; (4) Sawgrass Commerce Center; and (5) 700 Bishop Street, Suite 800, Honolulu, Hawaii. Moreover, on March 14, 2002, the Bankruptcy Court signed a Stipulation, Agreement and Order with Equity Office Properties Management Corp. in which the Debtors, among other things, rejected their lease at Two North Riverside Plaza, Suite 600, Chicago, Illinois as of February 28, 2002. In taking further steps to protect the value of the estates, the Debtors made the decision to reject certain executory contracts in conjunction with their cessation of operations. Prior to the Petition Date, the Debtors, in connection with their business operations, entered into many executory contracts, including, but not limited to, service agreements, equipment leases, recovery services leases, employment contracts and consulting contracts. The Debtors determined that the administrative costs of the contracts outweighed the amount of revenue, if any, generated by the contracts. In addition, the Debtors reasonably believed that the contracts had little or no assignment value to third parties. Moreover, rejection of the executory contracts would preserve the estates by relieving the Debtors of any post-petition obligations under such contracts. The Debtors therefore determined that the contracts did not enhance or contribute in any substantial way to the value of the business assets of the Debtors and sought Bankruptcy Court approval to reject them. The Bankruptcy Court granted the Debtors authorization to reject certain executory contracts by orders entered on November 13, 2001, November 26, 2001, December 19, 2001, January 22, 2002, March 14, 2002 and June 21, 2002. H. REJECTION OF COLLECTIVE BARGAINING AGREEMENTS Prior to the Petition Date, the Debtors, in connection with their business operations, entered into the Collective Bargaining Agreements with the Seafarers International Union (the "SIU") and the American Maritime Officers Union (the "AMO"). Prior to the Petition Date, the Debtors employed approximately 1140 SIU employees and approximately 121 AMO employees to fully service and operate the Debtors' seven vessels. The union employees who belonged to the SIU performed various duties related to the storeroom, housekeeping, galley and dining room, while the union employees who belonged to the AMO were primarily engineers and officers. When the Debtors ceased operation of their vessels, the Debtors terminated the unionized labor who operated and serviced the vessels. When the Debtors resumed the operation of the Mississippi Queen as scheduled in Spring 2002, they rehired union employees to appropriately staff that vessel. Prior to the close of the Asset Sale with DNPS, the only union employees working for the Debtors were working on the Mississippi Queen. As discussed in Section III(f) of this Disclosure Statement, the Debtors have ceased operation of, sold, turned over their title to and/or granted relief from the automatic stay with respect to, all of their vessels. Accordingly, shortly before the close of the Asset Sale with DNPS, the Debtors terminated all of their remaining unionized employees currently working on the Mississippi Queen and there is no possibility that the Debtors will ever require the services of any union employees again. On information and belief, it is the Debtors' understanding that the 24 majority of these laid off employees have been subsequently reemployed by DNPS. Accordingly, the Debtors filed the Motion of Debtors and Debtors-in-Possession for an Order Authorizing Rejection of Collective Bargaining Agreement with Seafarers International Union and American Maritime Officers Union. The Bankruptcy Court entered an Order on June 21, 2002 finding that the Debtors had complied with section 1113 of the Bankruptcy Code and authorizing the rejection of the collective bargaining agreements with respect to the SIU. The Bankruptcy Court has yet to determine whether the Debtors may reject the collective bargaining agreements with respect to the AMO. I. AMI CONTRACT DISPUTE AMI and Coastal Queen Holdings, L.L.C. ("Coastal Queen") entered into a construction contract on May 1, 1999 (as amended, the "AMI Contract") to build a coastal vessel ("the Vessel"). On September 25, 2000, the AMI Contract was assigned by Coastal Queen to Cape May Light, L.L.C. and Cape Cod Light, L.L.C. Prior to the Petition Date, various disputes arose and were continuing under the AMI Contract as to whether progress payments were due. The Debtors' dispute with AMI centers on AMI's alleged breach of the AMI Contract. Under the AMI Contract, the Debtors assert that AMI was responsible for assuring that the Vessel complied with any and all requirements promulgated by regulatory authorities. The Debtors further assert that, in breach of the AMI Contract, AMI constructed the Vessel's main food preparation area (the "Galley") in a manner that did not conform to the regulations promulgated by the Centers for Disease Control ("CDC"). In fact, the Debtors assert, despite repeated attempts by the Debtors to compel AMI to comply with the AMI Contract and thereby with CDC regulations, the Galley never conformed to CDC standards. Because AMI ignored the CDC requirements initially, the Debtors assert that the cost of restructuring the Galley lay on AMI. As a result of the alleged AMI's breaches under the AMI Contract, the Debtors refused to pay unearned progress payments. On October 26, 2001, AMI filed a Motion for Relief from Automatic Stay or, in the Alternative, for Adequate Protection (the "First AMI Motion"). On November 7, 2001, MARAD filed a Memorandum in Support of Atlantic Marine's Motion for Relief from the Automatic Stay. On November 9, 2001, the Debtors filed their Response and Objection to the First AMI Motion. On November 20, 2001, MARAD filed an additional motion seeking relief from the automatic stay to extinguish any interest of the Debtors in the Vessel. In the First AMI Motion, AMI asserted that it was the unconditional owner of the Vessel because AMI allegedly terminated the AMI Contract pre-petition for the alleged failure of the Debtors to pay certain invoices, which involved the disputed progress payments as described above. Among other things, the Debtors assert that AMI was in material breach of the AMI Contract and that the Debtors have a total of at least $5,715,512 in claims against AMI as a result of such breach. Furthermore, the Debtors' assert that AMI had no right of termination under the AMI Contract. Therefore, the Debtors argued that the AMI Contract, as part of the Debtors' estates, was subject to the automatic stay. AMI alleges a Claim amount of $7,707,803. 25 On February 4, 2002, AMI, the Debtors, MARAD and the Creditors' Committee entered into a stipulation regarding AMI's and MARAD's motions for relief from stay (the "AMI Stipulation"). Pursuant to paragraph one of the Stipulation, the Debtors agreed that, on or before April 1, 2002, they would file (i) a motion to assume the AMI Contract, (ii) a motion to reject the AMI Contract or (iii) a consent to relief from the automatic stay to allow AMI and MARAD to exercise their rights in the Vessel. Additionally, pursuant to paragraph six of the AMI Stipulation, AMI agreed that were the Debtors to file a consent to stay relief as provided in paragraph one, the Debtors would pay AMI a total of $50,000 as adequate protection. In accordance with the Stipulation, the Debtors consented to limited relief from the stay on March 18, 2002 and paid AMI $50,000 as adequate protection. On April 26, 2002, the Debtors filed their Emergency Motion for an Order Authorizing Rejection of Executory Contract with Atlantic Marine, Inc. for Construction of Coastal Queen Vessel and Related Relief (the "Rejection Motion"), which was heard by the Bankruptcy Court on May 13, 2002. An order approving the Rejection Motion was entered on June 21, 2002. On June 3, 2002, AMI filed a second motion (the "Second AMI Motion") seeking to lift the automatic stay to have rejection damages and other claims relating to the AMI Contract heard in a forum other than the Bankruptcy Court. The Second AMI Motion was denied by the Bankruptcy Court on July 5, 2002. On July 15, 2002, AMI filed a Notice of Appeal. The Debtors expect the District Court to affirm the decision of the Bankruptcy Court and that AMI will be required to file a proof of Claim and liquidate that Claim within the jurisdiction of the Bankruptcy Court. J. MONUMENTAL LITIGATION On December 17, 2001, Monumental General Casualty Co., Monumental Life Insurance Co., and AUSA Life Insurance Co. (collectively, "Monumental") filed a Complaint for Declaratory Relief, Imposition of Constructive Trust and Injunctive Relief Relating to Insurance Premiums Held by Debtors. This adversary proceeding is a dispute over the ownership of $947,000.40 in insurance premiums collected by the Debtors. Monumental asserts that it is the owner of the premiums and that the Debtors were acting as the agent of Monumental for the limited purpose of collecting and remitting the premiums. Monumental seeks declaratory relief and the imposition of a constructive trust with respect to the premiums. The Debtors deny that any insurance premiums are due and owing to Monumental. To the contrary, Debtors assert that they have made overpayments to Monumental in the amount of $179,961.20 and that they are entitled to a judgment in the amount of the difference between the overpayment amount and the amount, if any, for which Debtors are found liable to Monumental for unpaid premiums. To the extent that any monies are found to be due and owing to Monumental, the Debtors assert that Monumental has no ownership interest in the premiums. In particular, the Debtors deny that they were acting as Monumental's agent. The Debtors characterize the premiums as property of their bankruptcy estate pursuant to 11 U.S.C. Section 541(a). Accordingly, if the Debtors have any liability to Monumental, the Debtors believe such liability should be characterized as an unsecured claim. A trial is scheduled to be held before the Bankruptcy Court on September 20, 2002 to resolve this dispute. 26 K. BAR DATE On March 18, 2002, the Bankruptcy Court entered an order establishing April 30, 2002 as the date by which all proofs of Claim must be filed (excluding customer claims for deposits and Administrative Claims) (the "General Bar Date") for Claimants to be eligible to receive a distribution under the Plan. Pursuant to the Plan, Claims of customers for customer deposits must be filed on or prior to the first Business Day that is at least thirty (30) days following the Effective Date. Pursuant to the Plan, all unpaid Administrative Claims must be filed within at least sixty (60) days of the Effective Date. L. ADR MOTION The Debtors are aware of 285 proofs of Claims filed in accordance with the General Bar Date by claimants alleging personal injuries. Thus, the Debtors could potentially have to liquidate through trial 285 personal injury claims with respect to which the Debtors retain significant self-insured exposure, including deductibles of up to $150,000 per claim. On July 8, 2002, the Debtors filed the Motion of Debtors and Debtors-in-Possession for an Order Approving Procedures for (A) Liquidating, Settling and Arbitrating Pre-petition Personal Injury Litigation Claims, (B) Clarifying that the Automatic Stay Applies to Pre-petition Personal Injury Litigation and (C) Modifying Automatic Stay to the Extent Necessary to Effectuate Proposed Claims Resolution Procedure (the "ADR Motion"). The ADR Motion seeks to establish a mandatory claims resolution procedure (the "Claims Resolution Procedure") for modifying the automatic stay to allow the liquidation by litigation or settlement of pre-petition personal injury litigation claims. The Claims Resolution Procedure is intended to promote cost-effective and timely liquidation, settlement and arbitration of the pre-petition personal injury claims. The Bankruptcy Court has not yet heard the ADR Motion. M. OBJECTIONS TO PROOFS OF CLAIMS As stated above, the General Bar Date was April 30, 2002. According to an analysis performed by Logan & Company, the Liquidating Debtors' Claims and Noticing Agent, over $564,434,200 in Claims have been filed against or scheduled by the Liquidating Debtors. Not including Intercompany Claims, based on an analysis by FTI Policano & Manzo, financial advisors to the Creditors' Committee, the Debtors estimate approximately $130,961,500 of Claims actually owing by the Liquidating Debtors. In addition, the Debtors estimate that less than $4,700,000 million of Administrative Claims will be allowed against the Debtors. Shortly after the Petition Date, the Debtors filed their Schedules of Assets and Liabilities and Statements of Financial Affairs (collectively with any amendments, the "Schedules"). However, the nature of the Debtors' business created unique difficulties in preparing the Schedules. As part of their business operations, the Debtors regularly required that their customers make cash deposits to book a reservation for a cruise. Also, the Debtors regularly required that their customers tender full and complete payment of the purchase price 60 days prior to the cruise departure date. Many customers made those payments to their travel agencies which, in turn, forwarded those payments to the Debtors. Many other customers made those payments utilizing credit cards. 27 Travel agencies and credit card companies frequently reimburse customers for deposits made on cruises not provided. Accordingly, when the Debtors compiled their Schedules, it was impossible to determine whether the Debtors were directly liable to customers who had booked and made payments through a travel agency or using a credit card, or whether they were indebted to the respective travel agencies and credit card companies. Therefore, after internal consultation and external consultation with the Creditors' Committee's counsel and the United States Trustee, the Debtors prepared their Schedules in a manner such that (i) the claims of travel agencies and credit card companies would be listed as unsecured, disputed claims in the amount of $0.00 and (ii) the claims of customers that tendered payment through such travel agencies or using such credit cards would be listed as disputed, priority claims in the amount of $0.00 (all such claims, as listed on the Schedules, the "Scheduled Claims"). The Debtors' initial analysis of the claims indicates that certain claimants, who the Debtors believe are all travel agents or travel agencies, are asserting claims which rightfully belong to the cruise customers. In fact, it is likely that there will be duplicative claims, one by the customer and one by the travel agent, filed on account of the same debt. The Debtors, however, are cognizant of the possibility that many cruise customers have not filed proofs of Claim because they incorrectly believe their travel agents can file on their behalf. The Debtors, in accordance with their fiduciary duties, in response to numerous proofs of Claims filed by travel agents, on July 26, 2002, filed the Amended First Omnibus Objection of Debtors and Debtors-in-Possession to Certain Proofs of Claim filed by Travel Agents and the Amended Second Omnibus Objection of Debtors and Debtors-in-Possession to Certain Proofs of Claim filed by Travel Agents (collectively, the "Travel Agent Objections") in an effort to reduce the risk of duplicative claims. The Debtors assert that, for any particular claim of a travel agent to be allowed, the travel agent would, among other things, need to provide the Debtors with detailed documentation proving that (a) it has remitted payments from its customers to the Debtors and (b) it has reimbursed its customers on account of such payments. Similarly, on July 16, 2002, the Debtors filed objections to certain proofs of Claim filed by certain credit card companies (the "Credit Card Objections"), including, American Express Travel Related Services Company, Inc., Discover Card Financial Services, Inc. and Banc One Payment Services, Inc. (collectively, the "Credit Card Claimants") to disallow and expunge their claims. The Debtors assert that, for any particular claim of a Credit Card Claimant to be allowed, the Credit Card Claimant would, among other things, need to provide the Debtors with detailed documentation proving that it has reimbursed customers for chargebacks requested by such customers consistent with federal law. Neither the Credit Card Objections nor the Travel Agent Objections have been resolved by the Bankruptcy Court. Until the Bankruptcy Court rules on the Travel Agent Objections and Credit Card Objections, each claim will be deemed disallowed for voting purposes in its entirety. Allowance or disallowance of a claim for voting purposes does not necessarily mean that all or a portion of that claim will be allowed or disallowed for distribution purposes. To have its claim allowed for voting purposes, each creditor that holds a claim which has been objected to may file a motion to estimate its claim for voting purposes. 28 However, until the Bankruptcy Court rules on any motions to estimate, such claims are deemed disallowed for voting purposes. The table attached as Exhibit D hereto describes (1) the Claims objected to by the Debtors, (2) the amount in which each such Claim was filed by the claimant and (3) the Debtor(s) against whom each such Claim is asserted. As noted above, the Debtors' Schedules list all of the objected to Claims at $0.00. IV. CHAPTER 11 PLAN THE FOLLOWING IS A BRIEF SUMMARY OF CERTAIN OF THE MORE SIGNIFICANT MATTERS CONTEMPLATED BY OR IN CONNECTION WITH THE CONFIRMATION OF THE PLAN. THIS SUMMARY ONLY HIGHLIGHTS CERTAIN SUBSTANTIVE PROVISIONS OF THE PLAN. CONSIDERATION OF THIS SUMMARY WILL NOT, NOR IS IT INTENDED TO, YIELD A THOROUGH UNDERSTANDING OF THE PLAN. SUCH CONSIDERATION IS NOT A SUBSTITUTE FOR A FULL AND COMPLETE READING OF THE PLAN. ALL HOLDERS OF CLAIMS AND INTERESTS ARE URGED TO REVIEW THE PLAN CAREFULLY. THE PLAN, IF CONFIRMED, WILL BE BINDING ON THE DEBTORS AND ALL HOLDERS OF CLAIMS AND INTERESTS. A. SUMMARY As described in detail in Section III(D)(4) hereof, the Liquidating Debtors sold substantially all of their assets to DNPS for total consideration of $80.9 million. Pursuant to the Plan, the proceeds of this Asset Sale and the other Assets of the Liquidating Debtors shall be distributed to the Creditors of the Liquidating Debtors. The Converting Debtors have little or no assets in which the Debtors have any equity. Thus, pursuant to the Plan, the Chapter 11 Cases of these Converting Debtors shall be converted to liquidations under chapter 7 of the Bankruptcy Code. The Plan provides for the discontinuance and liquidation of the Debtors' business. The Plan shall be funded by (i) Available Cash on the Effective Date, (ii) funds added to Available Cash after the Effective Date from, among other things, the liquidation of the Liquidating Debtors' remaining assets and the prosecution and enforcement of causes of action, and (iii) the release of any funds held in reserve in accordance with the terms thereof. The Debtors anticipate that the proceeds generated from these sources should be sufficient to: satisfy Allowed Other Priority Claims against the Liquidating Debtors in full; satisfy Allowed MARAD AQ Secured Claims against the Liquidating Debtors in full; satisfy Allowed Other AQ Secured Claims against the Liquidating Debtors in full; satisfy Allowed General Secured Claims against the Liquidating Debtors in full; satisfy Allowed Convenience Claims in part; and satisfy Allowed General Unsecured Claims against the Liquidating Debtors in part. The post-confirmation operations of the Liquidating Debtors shall be funded from the Operating Reserve. On and after the Confirmation Date, the Liquidating Debtors shall engage Paul Gunther (or such other Person as is designated by the Creditors' Committee or Reconstituted Committee and approved by the Bankruptcy Court) as Plan Administrator. The Plan Administrator will be retained by the Liquidating Debtors pursuant to the terms of employment 29 set forth on Exhibit E hereto. From and after the Confirmation Date, the Liquidating Debtors shall continue in existence. The Plan Administrator, with the consent of the Creditors' Committee or Reconstituted Committee or approval of the Bankruptcy Court, shall have authority on behalf of the Liquidating Debtors, without further approval from the Bankruptcy Court, to take all actions necessary to: (a) hold, manage, protect, administer, collect, sell, liquidate, prosecute, transfer, resolve, settle, adjust, invest, distribute, or otherwise dispose of any Assets of the Liquidating Debtors' Estates, including, without limitation, causes of action described in Section 9.1 of the Plan not released in the Plan; (b) reconcile Claims and contest objectionable Claims and Disputed Claims; (c) make all distributions to be funded under the Plan; (d) engage professionals (including those professionals that presently represent the Liquidating Debtors and the Creditors' Committee) and any other Entities necessary to assist the Plan Administrator and the Creditors' Committee or Reconstituted Committee in fulfilling their responsibilities; (e) pay all necessary expenses incurred in connection with the foregoing activities; (f) administer the Plan; (g) file tax returns and make other related corporate filings; (h) transfer Assets; (i) administer the Plan and the Assets of the Liquidating Debtors' Estates; and (j) undertake such other responsibilities as are reasonable and appropriate. The Plan Administrator shall have absolute discretion to pursue or not to pursue any and all claims, rights, or causes of action that the Liquidating Debtors retain pursuant to the Plan, as he determines in the exercise of his business judgment and in consultation with the Creditors' Committee or Reconstituted Committee as provided herein, and shall have no liability for the outcome of his decision. Subject to Section 7.9 of the Plan, the Plan Administrator may incur and pay any reasonable and necessary expenses on behalf of the Liquidating Debtors in performing the foregoing functions without Bankruptcy Court approval. B. SUMMARY OF TREATMENT OF CLAIMS AND INTERESTS The following is a brief description, qualified by reference to the Plan itself, of each class and its treatment under the Plan. In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority Tax Claims of the kinds specified in sections 507(a)(1) and 507(a)(8) of the Bankruptcy Code have not been classified under the Plan and their treatment is set forth in Article 2 of the Plan. 1. CLASS 1 - OTHER PRIORITY CLAIMS (a) Definition of Class 1 - Other Priority Claims Class 1 shall consist of all Other Priority Claims. Other Priority Claims consist of any Claim, other than an Administrative Claim or a Priority Tax Claim, of a Creditor to the extent such Claim is entitled to priority pursuant to section 507(a) of the Bankruptcy Code. (b) Treatment of Class 1 - Other Priority Claims On the Effective Date, or as soon thereafter as is reasonably practicable, each Allowed Other Priority Claim shall be paid, in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Other Priority Claim, (a) Cash equal to the amount of such Allowed Other Priority Claim, or (b) such other treatment as to which the Liquidating Debtors and the holder of such Allowed Other Priority Claim have agreed upon in writing. 30 (c) Voting Status of Class 1 - Other Priority Claims Class 1 is not Impaired and is deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Thus, the Claimants in Class 1 may not vote on the Plan. 2. CLASS 2 - MARAD AQ SECURED CLAIMS (a) Definition of Class 2 - Class 2 shall consist of the MARAD AQ Secured Claims. (b) Treatment of Class 2 - MARAD AQ Secured Claims Pursuant to the DNPS sale documentation in connection with the Asset Sale, payment of the $47,311,509.40 Asset Sale proceeds allocable to the Assets of Great AQ Steamboat, L.L.C. was in the form of assumption of the Assumed MARAD Notes and execution and delivery of the New MARAD Note. Receipt by MARAD of the MARAD Notes was in full satisfaction, settlement, release and discharge of and in exchange for all Allowed Claims of MARAD against Great AQ Steamboat, L.L.C. Accordingly, pursuant to the MARAD Stipulation, MARAD withdrew and released its Claims against Great AQ Steamboat, L.L.C., including any MARAD AQ Deficiency Claim. (c) Voting Status of Class 2 - Class 2 is Impaired and may vote on the Plan. 3. CLASS 3 - OTHER AQ SECURED CLAIMS (a) Definition of Class 3 - Other AQ Secured Claims Class 3 shall consist of all Other AQ Secured Claims, other than the MARAD AQ Secured Claims. (b) Treatment of Class 3 - At the Liquidating Debtors' option (after consultation with the Reconstituted Committee), as soon as is practicable after the later of (x) the Effective Date, or (y) thirty (30) days after the date on which a Claim against Great AQ Steamboat, L.L.C. becomes an Allowed Other AQ Secured Claim, the Liquidating Debtors shall, in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Other AQ Secured Claim, (a) distribute to each holder of an Allowed Other AQ Secured Claim the collateral securing such Allowed Other AQ Secured Claim, (b) distribute to each holder of an Allowed Other AQ Secured Claim Cash in an amount not to exceed the amount of its Allowed Other AQ Secured Claim (payable first, if applicable, from amounts set aside on account of such Other AQ Secured Claim by order of the Bankruptcy Court), or (c) provide for such other treatment as may be agreed upon by the holder of such Allowed Other AQ Secured Claim and the Liquidating Debtors. (c) Voting Status of Class 3 - 31 Class 3 is not Impaired and is deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Thus, the claimants in Class 3 may not vote on the Plan. 4. CLASS 4 - GENERAL SECURED CLAIMS (a) Definition of Class 4 General Secured Claims - Class 4 shall consist of all Allowed Secured Claims other than the Allowed MARAD AQ Secured Claim and the Allowed Other AQ Secured Claims. (b) At the Liquidating Debtors' option (after consultation with the Reconstituted Committee), as soon as is practicable after the later of (x) the Effective Date, or (y) thirty (30) days after the date on which a Claim becomes an Allowed General Secured Claim, the Liquidating Debtors shall, in full satisfaction, settlement, release and discharge of and in exchange for such Allowed General Secured Claim, (a) distribute to each holder of an Allowed General Secured Claim the collateral securing such Allowed General Secured Claim, (b) distribute to each holder of an Allowed General Secured Claim Cash in an amount not to exceed the Allowed General Secured Claim, equal to the proceeds actually realized from the sale of any collateral securing such Claim (payable first, if applicable, from amounts set aside on account of such General Secured Claim by order of the Bankruptcy Court), less the actual costs and expenses of disposing of such collateral, or (c) provide for such other treatment as may be agreed upon by the holder of such Allowed General Secured Claim and the Liquidating Debtors. (c) Voting Status of Class 4 - Class 4 is not Impaired and is deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Thus, the claimants in Class 4 may not vote on the Plan. 5. CLASS 5 - CONVENIENCE CLAIMS (a) Definition of Class 5 Convenience Claims - Class 5 shall consist of all Unsecured Claims of $1,000 or less, and Allowed Unsecured Claims that the holder of which elects to reduce to $1,000 on the ballot provided for voting on the Plan within the time fixed by the Bankruptcy Court for completing and returning such ballot, which Claims would otherwise be classified in Class 6, absent the existence of Class 5. A holder of a Claim that would have been classified in Class 6 absent such election may only make this election as to all of such holder's Claims in Classes 5 and 6 in the aggregate. (b) Treatment of Class 5 At the Liquidating Debtors' option (after consultation with the Reconstituted Committee), as soon as practicable after the later of (x) the Effective Date or (y) thirty (30) days after the date on which a Convenience Claim becomes an Allowed Convenience Claim, the Liquidating Debtors shall, in full satisfaction, settlement, release and discharge of such Allowed Convenience Claim, (a) distribute to each holder of an Allowed Convenience Claim Cash in an amount equal to 50% of such Allowed Convenience Claim, or (b) provide for such other 32 treatment as may be agreed upon by the holder of such Allowed Convenience Claim and the Liquidating Debtors. 33 (c) Voting Status of Class 5 - Class 5 is Impaired and may vote on the Plan. 6. CLASS 6 - GENERAL UNSECURED CLAIMS (a) Definition of Class 6 General Unsecured Claims - Class 6 shall consist of all Allowed Unsecured Claims other than the Claims in Class 5. (b) Treatment of Class 6 - After (a) satisfaction in full or satisfaction in accordance with this Plan of all Allowed Administrative Claims, Allowed Professional Claims and Allowed Priority Tax Claims as provided in Article 2 of the Plan and (b) the treatment provided in the Plan for Allowed Claims in Classes 1, 2, 3, 4 and 5, all remaining Available Cash shall be distributed Pro Rata among holders of Allowed General Unsecured Claims in Class 6. If, after the Effective Date, any Cash is available from, among other things, the liquidation of Assets of the Liquidating Debtors' Estates, the prosecution and enforcement of causes of action of the Liquidating Debtors, the release of funds from the Disputed Claims Reserve, or unclaimed, undeliverable or time-barred distributions to holders of Allowed Claims pursuant to the Plan and, in any such case, such Cash becomes Available Cash, then of the Plan such Cash shall be treated as Available Cash and distributed in accordance with this Section 5.6 of the Plan on a Subsequent Distribution Date, if any, and the Final Distribution Date in accordance with the procedures set forth in the Plan. Notwithstanding the foregoing, the aggregate distributions received pursuant to the Plan shall not exceed the amount of the Allowed Claim (together with postpetition interest accruing on such Allowed Claims from and after the Petition Date at a rate equal to five percent (5%) per annum, compounded annually, solely for purposes of calculating the cap on any such distribution). (c) Voting Status of Class 6 - Class 6 is Impaired and may vote on the Plan. 7. CLASS 7- INTERCOMPANY CLAIMS (a) Definition of Class 7- Intercompany Claims Class 7 shall consist of all Intercompany Claims, including (a) the Claims of AMCV or any Liquidating Debtor against AMCV or any other Liquidating Debtor if the Claims of AMCV against the Liquidating Debtors are recharacterized as Interests or equitably subordinated in accordance with Section 16.2 of the Plan and (b) the Claims of any Liquidating Debtor against any other Liquidating Debtor if the Claims of AMCV against the Liquidating Debtors are not recharacterized as Interests or equitably subordinated. 34 (b) Treatment of Class 7 - Intercompany Claims As a result of the substantive consolidation of the Liquidating Debtors for purposes of distributions to holders of all Allowed Claims under the Plan except for Secured Claims and, if the Claims of AMCV against the Liquidating Debtors are recharacterized as Interests or equitably subordinated, as a result of such recharacterization or subordination, holders of Intercompany Claims will not receive any distribution of property under the Plan on account of their Intercompany Claims and, on the Effective Date, the Intercompany Claims will be cancelled. (c) Voting Status of Class 7 - Intercompany Claims Class 7 is Impaired. However, because the holders of Claims in Class 7 shall receive no distribution under the Plan they are deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Consequently, holders of Claims in Class 7 may not vote on the Plan. 8. CLASS 8 - INTERESTS (a) Definition of Class 8 - Interests Class 8 consists of all Interests. When used in the context of holding an equity security of the Liquidating Debtors (and not used to denote (i) the compensation paid for the use of money for a specified time and usually denoted as a percentage rate of interest on a principal sum of money or (ii) a security interest in property), "Interest" shall mean an interest or share in, or warrant or right asserted against, the Liquidating Debtors of the type described in the definition of "equity security" in Bankruptcy Code section 101(16). (b) Treatment of Class 8 - Interests Holders of Interests will not receive any distribution of property under the Plan on account of their Interests and, on the Effective Date, the Interests will be cancelled. (c) Voting Status of Class 8 - Interests Class 8 is Impaired. However, because the holders of Interests in Class 8 shall receive no distribution under the Plan they are deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Consequently, holders of Interests in Class 8 may not vote on the Plan. C. CONVERSION FROM CHAPTER 11 TO CHAPTER 7 LIQUIDATIONS OF THE CONVERTING DEBTORS The Plan seeks to convert the Chapter 11 Cases of the Converting Debtors listed on Exhibit 2 of the Plan to chapter 7 liquidations because the Converting Debtors have little or no assets in which they have any equity. Section 1112 of the Bankruptcy Code prescribes a series of rules that govern the conversion of a chapter 11 case. Voluntary conversion, as is applicable in the present instance, is governed by section 1112(a), which states the general rule that a debtor may convert a chapter 11 35 case to a case under chapter 7 at any time as of right. A debtor's right under section 1112(a), however, is subject to certain restrictions: 1) the debtor may not convert the case as of right if a trustee has been appointed; 2) the debtor may not convert the case as of right if the chapter 11 case was commenced by an involuntary petition; 3) the debtor may not convert the case as of right if the case was previously converted to a chapter 11 case from another chapter by a party other than the debtor; and 4) a chapter 11 case may not be converted to a liquidation case if the debtor is not eligible for chapter 7 relief. Here, no trustee has been appointed in any of the Converting Debtors' cases, the Converting Debtors filed a voluntary petition, the Converting Debtors' chapter 11 cases have not previously been converted, and the Converting Debtors are eligible for chapter 7 relief. For the reasons set forth above, the Debtors believe that the requirements have been satisfied for converting the cases of the Converting Debtors from chapter 11 cases to chapter 7 liquidations upon the Effective Date. D. SUBSTANTIVE CONSOLIDATION OF THE LIQUIDATING DEBTORS; RECHARACTERIZATION OR EQUITABLE SUBORDINATION OF AMCV CLAIMS As set forth in more detail in Article 16.1 of the Plan, the Plan provides for the substantive consolidation of the Liquidating Debtors, with respect to the treatment of all Claims other than Secured Claims. Section 105(a) of the Bankruptcy Code empowers a bankruptcy court to authorize substantive consolidation. Although the United States Court of Appeals for the Third Circuit has not articulated a standard regarding substantive consolidation, several courts, including the United States Courts of Appeals for the First Circuit, Second Circuit, D.C. Circuit, Eighth Circuit and Eleventh Circuit have developed similar tests for authorizing substantive consolidation. See Reider v. F.D.I.C. (In re Reider), 31 F.3d 1102, 1108 (11th Cir. 1994); Woburn Assoc. v. Kahn (In re Hemingway Transport Inc.), 954 F.2d 1 (1st Cir. 1992); First Nat'l Bank of El Dorado v. Giller (In re Giller), 962 F.2d 796, 798-99 (8th Cir. 1992); Union Sav. Bank. v. Augie/Restivo Baking Co. (In re Augie/Restivo Baking Co.) 860 F.2d 515, 518 (2d. Cir. 1988); Drabkin v. Midland-Ross Corp. (In re Auto-Train Corp.), 810 F.2d 270, 276 (D.C. Cir. 1987); Bracaglia v. Manzo (In re United Stairs Corp.) 176 B.R. 359, 369 (Bankr. D.N.J. 1995). Several courts within the Third Circuit have acknowledged the existence and application of substantive consolidation of separate bankruptcy estates in appropriate circumstances. See In re Molnar Bros., 200 B.R. 555 (Bankr. D.N.J. 1996) (recognizing the application of substantive consolidation of two or more bankruptcy estates); In re PWS Holding Corp., Bruno's. Inc., et al., Case No. 98-212-223 (SLR) (D. Del. 1998) (approving substantive consolidation of debtors pursuant to a plan of reorganization); In re Smith Corona Corp. et al., Case No. 95-788 (HSB) (Bankr. D. Del., Oct. 18, 1996) (adopting substantive consolidation test articulated by the Eighth Circuit); Bracaglia v. Manzo (In re United Stairs Corp.) 176 B.R. 359, 368 (Bankr. D.N.J. 1995) (stating that it is "well established that in the appropriate circumstances the court may substantively consolidate corporate entities"); In re Buckhead American Corp., 1992 Bankr. LEXIS 2506 (Bankr. D. Del. August 13, 1992) (substantively consolidating debtors); In re Cooper, 147 B.R. 678, 681 (Bankr. D.N.J. 1992) (stating that substantive consolidation constitutes the "merger of the assets and liabilities of two or more estates, creating a common fund of assets and a single body of creditors.") (citation omitted). 36 In general, these cases identify two factors which must be examined in the context of a substantive consolidation analysis: (i) whether there is a "substantial identity" or an inseparable "interrelationship" or "entanglement" between the debtors to be consolidated and (ii) whether the benefits of consolidation outweigh the harm or prejudice to creditors, including whether individual creditors relied upon the separate identity of one of the entities to be consolidated such that they would be prejudiced by consolidation. There is a substantial identity, extensive interrelationship, interdependence and entanglement between and among the Liquidating Debtors such that the Liquidating Debtors are inextricably intertwined in virtually all operational and financial aspects. They include, but are not limited to, the following: (i) the members of the board of directors and the officers for each of the Liquidating Debtors are substantially the same; (ii) although separate books and records are maintained for each Debtor, the Liquidating Debtors' businesses are generally operated without regard for their separate assets, liabilities, employees or management; (iii) the Liquidating Debtors and Great Pacific NW Cruise Line, L.L.C. prepared and disseminated consolidated financial reports to the public, including customers, suppliers, landlords, lenders, credit rating agencies and stockholders; (iv) because the state of Louisiana does not allow tax returns to be consolidated, the Liquidating Debtors were converted to limited liability companies so as to garner the same effects of consolidation with all profits and losses flowing through to TDQS Co., f/k/a The Delta Queen Steamboat Co.; (v) the Liquidating Debtors utilize a centralized cash management system and; (vi) the cash portion of the purchase price paid by DNPS upon the close of the Asset Sale was not split up among the Liquidating Debtors' Assets except with respect to the American Queen. Finally, the proposed substantive consolidation of the Liquidating Debtors is necessary to, among other things, effectuate equitable distributions, avoid the calculation, resolution and classification of intercompany claims and to reduce the administrative burden of tabulating separate votes with respect to each of the Liquidating Debtors. Thus, the substantive consolidation of the Liquidating Debtors reflects the economic reality of the Liquidating Debtors' businesses and operations and is fair and equitable for all creditors. The second prong of the test for determining whether substantive consolidation of the Liquidating Debtors is warranted is whether the benefits of consolidation will outweigh the potential prejudice to the Liquidating Debtors' creditors. As noted above, because the Liquidating Debtors' affairs are integrated, interrelated and entangled from both a functional and a financial perspective, the substantive consolidation of the Liquidating Debtors would be equitable for all creditors. Substantive consolidation would ensure that all of the Liquidating Debtors' Creditors receive the benefit of distributions in satisfaction of their claims from a single pool of assets. Finally, substantive consolidation will expedite the conclusion of the Chapter 11 Cases. The standards for substantive consolidation likewise require that AMCV, the parent holding company, and the other Converting Debtors, not be substantively consolidated with the Liquidating Debtors. AMCV and the other Converting Debtors have no meaningful assets other than AMCV's interest in, and/or alleged claims against, the Liquidating Debtors. By contrast, the Liquidating Debtors functioned, by and large, as integrated businesses and sold substantially all of their assets for $80.9 million in the Asset Sale. 37 The Asset Sale generated $33,588,490.60 in cash proceeds that clearly belong to the Liquidating Debtors and in no way relate to the Converting Debtors. This is reflected by the fact that only the Liquidating Debtors were signatories to the Purchase Agreement. Hence, substantive consolidation of the claims against the Converting Debtors with the claims against the various Liquidating Debtors would clearly confer an unwarranted windfall on the Converting Debtors' creditors to the detriment of the creditors of the Liquidating Debtors. The inappropriateness of substantively consolidating AMCV and the other Converting Debtors with the Liquidating Debtors is not undercut by the fact that in the years preceding the Petition Date, AMCV contributed to the Liquidating Debtors a significant portion of the funds necessary to operate their operations. The Debtors believe that these contributions would be subject either to recharacterization as equity Interests in the applicable Liquidating Debtor or to equitable subordination pursuant to Section 510(c) of the Bankruptcy Code. First, these intercompany contributions never bore any of the hallmarks of a debt obligation. The contributions were never memorialized by any intercompany notes or other loan documentation other than via the intercompany accounts within the general ledger. There were never any fixed maturity dates or schedule of payments attached to any of the intercompany balances. The contributions were always non-interest bearing, and there were no repayments per se. Second, even if the contributions are characterized as an Unsecured Claims, the Debtors believe that such claims should be equitably subordinated to all other Unsecured Claims against the Liquidating Debtors. Section 510(c) of the Bankruptcy Code expressly recognizes the applicability of equitable subordination principles in bankruptcy cases. Numerous courts have invoked equitable subordination principles to subordinate the claims of shareholders or other insiders that are based on advances made when the debtor was undercapitalized, i.e., capitalized with excessive debt and insufficient equity. See, e.g., Machinery Rental, Inc. v. Herpel (In re Multiponics, Inc.), 622 F.2d 709 (5th Cir. 1980) (subordination of claim based on director's payment of loan to debtor guaranteed by director when debtor was undercapitalized); see also In re Trimble Co., 479 F.2d 103 (3d. Cir. 1973) (same, stating "the Trimble advances . . . to their hopelessly insolvent corporate structure, although clothed in the garments of judgment demand notes, must be held to be contributions to capital"). Apart from the approximately $86.5 million intercompany investment made by AMCV, the Liquidating Debtors were never capitalized with any significant equity. Virtually all of their funds other than the AMCV intercompany investment arose from debt offerings of various sorts. In short, it is clear that AMCV's approximately $86.5 million intercompany "receivable" was the functional equivalent of equity risk capital. Accordingly, the Debtors believe that under controlling precedent, AMCV's alleged Unsecured Claims against the various Liquidating Debtors should either be recharacterized as equity or equitably subordinated to the other Unsecured Claims against the Liquidating Debtors. As a result, subject to Bankruptcy Court approval, the Plan provides for no distribution to, and the cancellation of, such Claim. In addition, the Plan provides for the cancellation of all other Intercompany Claims in order to effectuate the substantive consolidation of the Liquidating Debtors with respect to all Claims other than Secured Claims. For the reasons set forth above, the Debtors believe that the requirements for substantive consolidation of the Liquidating Debtors with respect to the treatment of all Claims other than Secured Claims are satisfied. 38 E. POST-CONFIRMATION OPERATIONS OF THE DEBTORS On the Effective Date, the Creditors' Committee shall be dissolved and the members thereof shall be released and discharged from all authority, duties, responsibilities and obligations and related to, arising from and in connection with the Chapter 11 Cases. On the Effective Date, the Creditors' Committee shall be reconstituted to consist of members to be appointed by the Creditors' Committee (the "Reconstituted Committee"). The Reconstituted Committee shall be authorized to have its reasonable expenses reimbursed from the Operating Reserve. Members of the Reconstituted Committee shall receive no compensation except reimbursement of expenses actually incurred directly in connection with their duties on the Reconstituted Committee. The Reconstituted Committee shall be authorized to employ counsel, which firm (or firms) shall be entitled to compensation from the Operating Reserve in accordance with Section 7.9 of the Plan. The Reconstituted Committee and its advisors shall be authorized solely to oversee distributions under the Plan and to exercise those remedies available to the Reconstituted Committee under the Plan; provided, however, that if the Plan Administrator fails to perform any material obligations under the Plan, the Reconstituted Committee may, upon notice and a hearing, seek a Bankruptcy Court order to enforce the provisions of the Plan and may employ such experts as may be necessary to advise the Reconstituted Committee with respect to such action. The property of the Liquidating Debtors' Estates shall not be revested in the Liquidating Debtors on or following the Confirmation Date or the Effective Date but shall remain property of the Liquidating Debtors' Estates(s) and continue to be subject to the jurisdiction of the Bankruptcy Court following Confirmation of the Plan until distributed to holders of Allowed Claims or liquidated with the proceeds being contributed to Available Cash, in accordance with the provision of the Plan and the Confirmation Order. On and after the Effective Date, the Liquidating Debtors shall engage Paul Gunther (or such other Person as is designated by the Creditors' Committee or Reconstituted Committee and approved by the Bankruptcy Court) as Plan Administrator. The Plan Administrator may be terminated or replaced only with prior Bankruptcy Court approval after notice and a hearing. The Plan Administrator shall be appointed the sole director, president and chief executive officer of the Liquidating Debtors and shall perform the duties set forth in the Plan through the earlier of the date the Liquidating Debtors are dissolved in accordance with Section 7.14 of the Plan and the date the Plan Administrator resigns, is unable to serve or is terminated for cause, provided, however, that in the event that the Plan Administrator resigns, is unable to serve or is terminated for cause before the Liquidating Debtors are dissolved in accordance with Section 7.14 of the Plan, then an individual to be named by the Reconstituted Committee shall, by operation of the Plan and without need for further Bankruptcy Court order or corporate action, be appointed the Plan Administrator, sole director, president and chief executive officer of the Liquidating Debtors subject to the foregoing provisions. Within fifteen (15) business days after the Effective Date, the Plan Administrator shall obtain a fiduciary bond in the face amount equal to the amount of Available Cash plus 10%, evidence of which shall be filed with the Bankruptcy Court, which bond (or a substitute bond for any successor Plan Administrator) shall remain in place until the resignation or removal of the Plan Administrator. The cost of such bond shall be treated as an Administrative Expense, which shall be paid out of Available Cash. 39 From and after the Confirmation Date, the Liquidating Debtors shall continue in existence. The Plan Administrator, with the consent of the Creditors' Committee or Reconstituted Committee or approval of the Bankruptcy Court, shall have authority on behalf of the Liquidating Debtors, without further approval from the Bankruptcy Court, to take all actions necessary to: (a) hold, manage, protect, administer, collect, sell, liquidate, prosecute, transfer, resolve, settle, adjust, invest, distribute or otherwise dispose of any Assets of the Liquidating Debtors' Estates, including, without limitation, causes of action described in Section 9.1 of the Plan; (b) reconcile Claims and contest objectionable Claims and Disputed Claims; (c) make all distributions to be funded under the Plan; (d) engage professionals (including those professionals that presently represent the Liquidating Debtors and the Creditors' Committee) and any other Entities necessary to assist the Plan Administrator and the Creditors' Committee or Reconstituted Committee in fulfilling their responsibilities; (e) pay all necessary expenses incurred in connection with the foregoing activities; (f) administer the Plan; (g) file tax returns and make other related corporate filings; (h) transfer Assets; (i) administer the Plan and the Assets of the Liquidating Debtors' Estates; and (j) undertake such other responsibilities as are reasonable and appropriate. The Plan Administrator shall have absolute discretion to pursue or not to pursue any and all claims, rights or causes of action that the Liquidating Debtors retain pursuant to the Plan, as he determines in the exercise of his business judgment and in consultation with the Creditors' Committee or Reconstituted Committee as provided herein, and shall have no liability for the outcome of his decision. Subject to section 7.9 of the Plan, the Plan Administrator may incur and pay any reasonable and necessary expenses on behalf of the Liquidating Debtors in performing the foregoing functions without Bankruptcy Court approval. On or before the Effective Date, the Liquidating Debtors will establish an Indemnification Reserve in the amount of $2.5 million. The Indemnification Reserve shall be used to pay any Indemnification Claims not otherwise released pursuant to the Plan. For the purpose of Section 7.11 of the Plan and the distributions to be made under the Plan, (a) Claims of the Plan Administrator arising from the indemnification obligations of the Liquidating Debtors to the Plan Administrator in his present or former capacity as a representative and/or officer of the Liquidating Debtors' Estates and (b) the costs associated with any director's and/or officer's policy assumed pursuant to Section 6.1 of the Plan, shall be paid from the Indemnification Reserve but not capped by the amounts contained therein. On the Final Distribution Date, any funds remaining in the Indemnification Reserve shall (i) first, be used to prepay remaining coverage under any director's and/or officer's policy assumed pursuant to Section 6.1 of the Plan, and (ii) second, to the extent remaining, become Available Cash subject to the Final Distribution procedures set forth in Section 10.14 of the Plan. From and after the Effective Date, the Liquidating Debtors (i) for all purposes shall be deemed to have withdrawn their business operations from any state in which the Liquidating Debtors were previously conducting or are registered or licensed to conduct their business operations, and shall not be required to file any document, pay any sum or take any other action, in order to effectuate such withdrawal, (ii) shall be deemed to have cancelled pursuant to the Plan all Interests and all Intercompany Claims, and (iii) shall not be liable in any manner to any taxing authority for franchise, business, license or similar taxes accruing on or after the Effective Date. 40 Upon the distribution of all Assets of the Liquidating Debtors' Estates pursuant to the Plan (including the transfer of any amounts held in reserve) and the filing by or on behalf of the Liquidating Debtors of a certification to that effect with the Bankruptcy Court, the Liquidating Debtors will be dissolved for all purposes effective as of the Final Distribution Date without the necessity for any other or further actions to be taken by or on behalf of the Liquidating Debtors or payments to be made in connection therewith, provided, however, that each of the Liquidating Debtors shall file with the official public office for keeping corporate records in its state of incorporation or organization a certificate of dissolution or equivalent document. Such a certificate of dissolution may be executed by the Plan Administrator without need for any action or approval by the shareholders members, or board of directors of any Liquidating Debtor. Notwithstanding anything to the contrary in the Bankruptcy Rules providing for earlier closure of the Chapter 11 Cases, when all Disputed Claims against the Liquidating Debtors have become Allowed Claims or have been disallowed by Final Order, and all remaining Assets of the Liquidating Debtors have been liquidated and converted into Cash (other than those Assets abandoned by the Liquidating Debtors or, if applicable, the Reconstituted Committee), and such Cash has been distributed in accordance with the Plan, or at such earlier time as the Liquidating Debtors, in consultation with the Reconstituted Committee, deem appropriate, the Liquidating Debtors shall seek authority from the Bankruptcy Court to close the Chapter 11 Cases in accordance with the Bankruptcy Code and the Bankruptcy Rules. F. DISTRIBUTIONS UNDER THE PLAN Unless expressly provided in the Plan, to the extent more than one Liquidating Debtor is liable for any Claim, such Claim shall be considered a single Claim and entitled only to the payment provided therefore under the applicable provisions of the Plan. Distributions under the Plan shall be made by the Plan Administrator. The Plan Administrator may employ or contract with other entities to assist in or make the distributions required by the Plan without further order of the Bankruptcy Court. Distributions to any holder of an Allowed Claim shall be allocated first to the principal portion of any such Allowed Claim, and, only after the principal portion of any such Allowed Claim is satisfied in full, to any portion of such Allowed Claim comprising interest (but solely to the extent that interest is an allowable portion of such Allowed Claim pursuant to the Plan or otherwise). All payments shall be made in accordance with the priorities established in the Bankruptcy Code. Distributions to holders of Allowed Claims shall be made: (a) at the addresses set forth in the proofs of Claim filed by such holders; (b) at the addresses set forth in any written notices of address change delivered to the Plan Administrator after the date on which any related proof of Claim was filed; or (c) at the addresses reflected in the Schedules relating to the applicable Allowed Claim if no proof of Claim has been filed and the Plan Administrator has not received a written notice of a change of address. Cash payments to be made pursuant to the Plan shall be made by checks drawn on a domestic bank or by wire transfer from a domestic bank, at the option of the Liquidating Debtors. 41 Unless otherwise specifically provided for in the Plan or the Confirmation Order, or required by applicable bankruptcy law, post-petition interest shall not accrue or be paid on Claims, and no holder of a Claim shall be entitled to interest accruing on or after the Petition Date on any Claim. Interest shall not accrue or be paid upon any Disputed Claim in respect of the period from the Petition Date to the date a Final Distribution is made thereon if and after such Disputed Claim becomes an Allowed Claim. Other than in the Final Distribution, no payment of Cash in an amount of less than $50.00 shall be made on account of any Allowed Claim. Such undistributed amount will instead be made part of the Available Cash for use in accordance with the Plan. Unless otherwise expressly set forth in the Plan with respect to a specific Claim or Class of Claims, for the purpose of the provisions of Article 10 of the Plan, the "Face Amount" of a Disputed Claim means the amount set forth on the proof of Claim unless the Disputed Claim has been estimated for distribution purposes or, in the alternative, if no proof of Claim has been timely Filed or deemed Filed, zero. If the distribution check to any holder of an Allowed Claim is not cashed within sixty (60) days after it is sent out by the Plan Administrator, the holder of such Allowed Claim shall have such Claim discharged and shall be forever barred from asserting such Claim against the Liquidating Debtors or their property. In such cases, any Cash held for distribution on account of such Claim shall become the property of the Liquidating Debtors' Estates, shall, if applicable, be returned to the Plan Administrator as part of Available Cash and shall be distributed in accordance with the terms of the Plan. Unless otherwise provided in the Plan, to the extent there is Available Cash subsequent to the Effective Date, the Liquidating Debtors shall, on a Subsequent Distribution Date, distribute such Available Cash to the holders of Claims entitled thereto that were Allowed on the Effective Date or subsequently have become Allowed on or before the Subsequent Distribution Date. Each Supplemental Distribution will reduce the Disputed Claims Reserve, calculated based upon, following resolution of all disputes and Allowance of any previously Disputed Claim, the reduction of the reserve by the amount previously allocated to the Disputed Claim Reserve on account of the Disputed Claim, as calculated prior to the date of the Supplemental Distribution. On the Effective Date, or as soon thereafter as practicable, the Liquidating Debtors shall distribute to the holders of Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Professional Claims and Allowed Claims in Classes 1, 3, 4, 5 and 6, Cash equal to the distributions for each respective Class as set forth in the Plan or deliver the collateral to the holders of Allowed Claims in Classes 3 and 4 pursuant to Sections 5.3 and 5.4 of the Plan. In satisfaction of its Class 2 Claims, MARAD shall retain the MARAD Notes. Unless otherwise provided in the Plan, to the extent there is Available Cash subsequent to the Effective Date, the Liquidating Debtors shall, on a Subsequent Distribution Date, distribute such Available Cash to the holders of Claims entitled thereto that were Allowed on the Effective Date or subsequently have become Allowed on or before the Subsequent Distribution Date (each, a "Supplemental Distribution"). Each Supplemental Distribution will reduce the Disputed Claims Reserve, calculated based upon, following resolution of all disputes 42 and Allowance of any previously Disputed Claim, the reduction of the reserve by the amount previously allocated to the Disputed Claim Reserve on account of the Disputed Claim, as calculated prior to the date of the Supplemental Distribution. The Liquidating Debtors shall, on the Final Distribution Date, distribute all Available Cash to the holders of Allowed Claims entitled thereto in accordance with the priorities and restrictions set forth in the Plan. To the extent there exist as of the Effective Date Disputed Claims in any Class, the Liquidating Debtors shall reserve from any distribution of their Estate Assets and Cash in an amount equal to the Pro Rata portion of such distribution to which such Disputed Claim would be entitled if Allowed in the amount asserted by the holder of such Disputed Claim, as set forth in the definition of Disputed Claim Reserve. To the extent that any such Disputed Claim becomes an Allowed Claim, such reserved Cash shall be distributed to the holder of the Allowed Claim in a manner and amount consistent with the treatment of Allowed Claims in that Class, with any surplus Cash becoming generally available for use by the Liquidating Debtors in accordance with the terms of the Plan. The Liquidating Debtors shall review Claims that are not Allowed Claims and shall resolve such Claims through the claims objection process in the Bankruptcy Court or by compromise. Bankruptcy Court approval for compromise of a Claim shall not be required except as provided for in the Plan. Any compromise of a Claim in a disputed amount which is to be allowed in an amount equal to or in excess of $100,000 shall be subject to the approval of the Bankruptcy Court but such compromise shall not require notice to any party other than to the members of the Reconstituted Committee, and shall not require a hearing, unless the Bankruptcy Court orders otherwise. Any compromise of a disputed Claim with respect to which the amount to be allowed is in excess of $50,000 but less than $100,000 shall also be subject to Bankruptcy Court approval if the proposed compromise is objected to (which objection is not resolved consensually) by the Reconstituted Committee within ten (10) business days of their receipt of such notice. The Liquidating Debtors, in their sole discretion, may submit resolutions of Claims in disputed amounts of $50,000 and less to the Bankruptcy Court for its approval, but they are fully authorized to resolve such Claims without Bankruptcy Court approval. In connection with the Plan and the distributions made in accordance therewith, to the extent applicable, the Liquidating Debtors shall comply with all tax withholding and reporting requirements imposed on it by any governmental unit and all distributions pursuant to the Plan shall be subject to such withholding and reporting requirements. The Plan Administrator shall be authorized to take any and all actions that may be necessary or appropriate to comply with such withholding and reporting requirements. G. CONDITIONS TO THE EFFECTIVE DATE The Plan shall not become effective and the Effective Date shall not occur unless and until: - The Bankruptcy Court shall have entered the Confirmation Order in form and substance satisfactory to the Liquidating Debtors and the Creditors' Committee; 43 - No stay of the Confirmation Order shall be in effect at the time the other conditions set forth in Section 12.1 of the Plan are satisfied, or, if permitted, waived; - All documents, instruments and agreements, in form and substance satisfactory to the Liquidating Debtors, provided for under the Plan or necessary to implement the Plan shall have been executed and delivered by the parties thereto, unless such execution or delivery has been waived by the parties benefited thereby; and - There shall exist sufficient Available Cash to pay all Allowed Administrative Claims, Allowed Professional Claims, Allowed Priority Tax Claims and Allowed Other Priority Claims. If the Effective Date shall not have occurred on or prior to the date that is FORTY-FIVE (45) DAYS AFTER THE Confirmation Date, then the Plan shall terminate and be of no further force or effect unless the provisions of Section 12 of the Plan are waived in writing by the Liquidating Debtors and the Creditors' Committee. The Liquidating Debtors and the Creditors' Committee, in their sole discretion, may waive Section 12.2 of the Plan. On the Effective Date, or as soon thereafter as is practicable, the Liquidating Debtors shall file with the Bankruptcy Court a "Notice of Effective Date" in a form reasonably acceptable to the Liquidating Debtors in their sole discretion, which notice shall constitute appropriate and adequate notice that the Plan has become effective, provided, however, that the Liquidating Debtors shall have no obligation to notify any Person other than the Creditors' Committee of such fact. The Plan shall be deemed to be effective as of 12:01 a.m., prevailing Eastern time, on the date of such filing. A courtesy copy of the Notice of Effective Date may be sent by first class mail, postage prepaid (or at the Liquidating Debtors' option, by courier or facsimile) to those Persons who have filed with the Bankruptcy Court requests for notices pursuant to Bankruptcy Rule 2002. H. MODIFICATION/REVOCATION OF THE PLAN Subject to the restrictions on Plan modifications set forth in section 1127 of the Bankruptcy Code, the Debtors reserve the right to alter, amend or modify the Plan before its substantial consummation. The Debtors word further omitted in Plan reserve the right to revoke or withdraw the Plan prior to the Confirmation Date. If the Debtors revoke or withdraw the Plan, or if Confirmation does not occur or if the Plan does not become effective, then the Plan shall be null and void, and nothing contained in the Plan shall: (a) constitute a waiver or release of any Claims by or against, or any Interests in, the Debtors; (b) constitute an admission of any fact or legal conclusion by the Debtors or any other Entity; or (c) prejudice in any manner the rights of the Debtors in any further proceedings involving the Debtors. 44 I. EFFECT OF CONFIRMATION Except as otherwise provided in section 1141(d) of the Bankruptcy Code, on and after the Confirmation Date, the provisions of the Plan shall bind any holder of a Claim against or Interest in the Liquidating Debtors and such holder's respective successors and assigns, whether or not the Claim or Interest of such holder is Impaired under the Plan and whether or not such holder has accepted the Plan. Unless otherwise provided in the Plan, all injunctions or stays provided for in the Chapter 11 Cases of the Liquidating Debtors pursuant to sections 105 or 362 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall remain in full force and effect until the Final Distribution Date. J. EXCULPATION, INJUNCTION, RELEASE AND LIMITATION OF LIABILITY Except as otherwise specifically provided in the Plan, neither the Liquidating Debtors nor the Creditors' Committee (solely with respect to its conduct as a committee and not with respect to the actions of its members as individual creditors), nor any of such parties' respective present members (with respect to members of the Creditors' Committee, solely with respect to each member's conduct in furtherance of its, his or her duties or as a member of the Creditors' Committee, and not with respect to the actions of such members as individual creditors), officers, directors, employees, representatives, advisors, attorneys, financial advisors, investment bankers or agents or any of such parties' successors and assigns, shall have or incur, and are hereby released from, any Claim, obligation, cause of action or liability to one another or to any holder of a Claim or an Interest, or any other party in interest, or any of their respective officers, directors, members and/or enrollees, employees, representatives, advisors, attorneys, financial advisors, investment bankers, agents or Affiliates, or any of their successors or assigns, for any act or omission in connection with, relating to, or arising out of, the Chapter 11 Cases, the pursuit of Confirmation of the Plan, the consummation of the Plan, or the administration of the Plan or the property to be distributed under the Plan, except for their willful misconduct, and in all respects shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities under the Plan. Except as otherwise specifically provided in the Plan or the Confirmation Order, all Persons who have held, hold or may hold claims, rights, causes of action, liabilities or any equity interests based upon any act or omission, transaction or other activity of any kind or nature that occurred prior to the Effective Date, other than as expressly provided in the Plan or the Confirmation Order, regardless of the filing, lack of filing, allowance or disallowance of such a Claim or Interest and regardless of whether such Person has voted to accept the Plan and any successors, assigns or representatives of the foregoing shall be precluded and permanently enjoined on and after the Effective Date from (a) commencing or continuing in any manner any Claim, action or other proceeding of any kind with respect to any Claim, Interest or any other right or Claim against the Liquidating Debtors, or any assets of the Liquidating Debtors which they possessed or may possess prior to the Effective Date, (b) the enforcement, attachment, collection or recovery by any manner or means of any judgment, award, decree or order with respect to any Claim, Interest or any other right or Claim against the Liquidating Debtors, or any assets of the Liquidating Debtors that they possessed or may possess prior to the Effective Date, (c) creating, perfecting or enforcing any encumbrance of any kind with respect to any Claim, 45 Interest or any other right or Claim against the Liquidating Debtors the Creditor Releases, or any Assets of the Liquidating Debtors that they possessed or may possess prior to the Effective Date, and (d) asserting any Claims that are released in the Plan. Except as expressly provided in the Plan, upon the Effective Date, the Liquidating Debtors shall (i) remise, acquit, waive, release and forever discharge each of the Debtor Releasees, and (ii) covenant and agree never to institute or cause to be instituted any suit or other form of action or proceeding of any kind or nature whatsoever against any of the Debtor Releasees based upon any claims, demands, indebtedness, agreements, promises, causes of action, obligations, damages or liabilities of any nature whatsoever, in law or in equity, whether or not known, suspected or claimed, that the Liquidating Debtors or their Estates ever had, claimed to have, has, or may have or claim to have against the Debtor Releasees, or any of them, by reason of any matter, cause, thing, act or omission of the Debtor Releasees, or any of them, by reason of any matter, cause, thing, act or omission of the Debtor Releases, or any of them in each case related to the Liquidating Debtors. All Claims so waived and released shall be waived and released for all purposes. The term "Debtor Releasees" shall include: (i) the officers, directors, members and/or enrollees, employees, representatives, advisors, attorneys, financial advisors, investment bankers or agents of the Liquidating Debtors in each case as of the Petition Date or that have become officers and/or directors thereafter, (ii) the Creditors' Committee solely with respect to each member's conduct in furtherance of its, his or her duties as a member of the Creditors' Committee, and not with respect to the actions of such members as individual creditors, and its agents, attorneys and other professionals acting in conjunction with the Chapter 11 Cases and (iii) the Plan Administrator. Except as expressly set forth in the Plan, following the Effective Date, none of the Debtors, the Plan Administrator, the Creditors' Committee, the Reconstituted Committee or any of their respective members, officers, directors, employees, advisors, attorneys, professionals or agents shall have or incur any liability to any holder of a Claim or Interest for any act or omission in connection with, related to, or arising out of, the Chapter 11 Cases, the pursuit of Confirmation of the Plan, the consummation of the Plan or any contract, instrument, release or other agreement or document created in connection with the Plan, or the administration of the Plan or the property to be distributed under the Plan, except for willful misconduct. K. RETENTION OF JURISDICTION Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Date, the Bankruptcy Court shall retain such jurisdiction over the Chapter 11 Cases of the Liquidating Debtors after the Effective Date as is legally permissible, including jurisdiction to: (a) Allow, disallow, determine, liquidate, classify, estimate or establish the priority or secured or unsecured status of any Claim or Interest, including the resolution of any request for payment of any Administrative Claim and the resolution of any and all objections to the allowance or priority of Claims, Interests and Administrative Claims; (b) Hear and determine any and all causes of action against any Person and rights of the Liquidating Debtors that arose before or after the Petition Date, including but not limited to the rights and powers of a trustee and debtor-in-possession, against any Person whatsoever, including but not limited to all avoidance powers granted to the Liquidating Debtors 46 under the Bankruptcy Code and all causes of action and remedies granted pursuant to sections 502, 506, 510, 541, 542, 543, 544, 545, 547 through 551 and 553 of the Bankruptcy Code; (c) Grant or deny any applications for allowance of compensation for professionals authorized pursuant to the Bankruptcy Code or the Plan, for periods ending on or before the Effective Date; (d) Resolve any matters relating to the assumption, assumption and assignment or rejection of any executory contract or unexpired lease to which any Liquidating Debtor is a party or with respect to which any of the Liquidating Debtors may be liable, including without limitation the determination of whether such contract is executory for the purposes of section 365 of the Bankruptcy Code, and hear, determine and, if necessary, liquidate any Claims arising therefrom; (e) Enter orders approving the Liquidating Debtors' post-Confirmation sale or other disposition of Assets under section 363 of the Bankruptcy Code; (f) Ensure that distributions to holders of Allowed Claims are accomplished pursuant to the provisions of the Plan; (g) Decide or resolve any motions, adversary proceedings, contested or litigated matters and any other matters and grant or deny any applications involving any Liquidating Debtor that may be pending in the Chapter 11 Cases on the Effective Date; (h) Hear and determine matters concerning state, local or federal taxes in accordance with sections 346, 505 or 1146 of the Bankruptcy Code; (i) Decide or resolve any disputes with DNPS in any way relating to the Asset Sale; (j) Enter such orders as may be necessary or appropriate to implement or consummate the provisions of the Plan and the Confirmation Order; (k) Hear and determine any matters concerning the enforcement of the provisions of Article 13 of the Plan and any other releases or injunctions contemplated by the Plan; (l) Resolve any cases, controversies, suits or disputes that may arise in connection with the consummation, interpretation or enforcement of the Plan or the Confirmation Order; (m) Permit the Liquidating Debtors, to the extent authorized pursuant to section 1127 of the Bankruptcy Code, to modify the Plan or any agreement or document created in connection with the Plan, or remedy any defect or omission or reconcile any inconsistency in the Plan or any agreement or document created in connection with the Plan; (n) Issue injunctions, enter and implement other orders or take such other actions as may be necessary or appropriate to restrain interference by any entity with consummation, implementation or enforcement of the Plan or the Confirmation Order; (o) Enforce any injunctions entered in connection with or relating to the Plan or the Confirmation Order; 47 (p) Enter and enforce such orders as are necessary or appropriate if the Confirmation Order is for any reason modified, stayed, reversed, revoked or vacated, or distributions pursuant to the Plan are enjoined or stayed; (q) Determine any other matters that may arise in connection with or relating to the Plan or any agreement or the Confirmation Order; (r) Enter any orders in aid of prior orders of the Bankruptcy Court; (s) Hear and determine any request of the Reconstituted Committee for authority and approval to take any actions or enforce any remedies provided to the Reconstituted Committee pursuant to any provision of the Plan; and (t) Enter an order concluding the Chapter 11 Cases. L. RETENTION AND ENFORCEMENT OF CAUSES IN ACTION Pursuant to section 1123(b)(3) of the Bankruptcy Code, except as otherwise provided in the Plan or the Confirmation Order, the Plan Administrator will have the exclusive right to enforce any and all causes of action against any Person and rights of the Liquidating Debtors that arose before on or after the Petition Date, including but not limited to the rights and powers of a trustee and debtor-in-possession, against any Person whatsoever, including but not limited to all avoidance powers granted to the Liquidating Debtors under the Bankruptcy Code and all causes of action and remedies granted pursuant to sections 502 (objections to claims or interests), 506 (recovery of cost and expenses associated with preserving/disposing of property securing an allowed secured claim), 510 (subordination), 541 (property of the estate), 542 (turnover of property to the estate), 543 (turnover of property by a custodian), 544 (trustee as lien creditor and as successor to certain creditors and purchasers for purposes of pursuing state law fraudulent transfer or fraudulent conveyance actions), 545 (avoidance of statutory liens), 547 through 551 (avoidance of preferences; avoidance of fraudulent transfers and obligations; avoidance of post-petition transactions; liability of transferee of avoided transfer; automatic preservation of avoided transfer) and 553 (setoff) of the Bankruptcy Code. Bankruptcy Court approval for settlement of any claims or causes of action and other rights brought by the Liquidating Debtors or the Plan Administrator shall not be required except as herein provided. Any settlement of any causes of action and other rights involving an original cause of action or other right equal to or in excess of $250,000 shall be subject to the approval of the Bankruptcy Court. Any settlement of any causes of action or other rights involving an original cause of action or other right in excess of $25,000 but less than $250,000 shall also be subject to the approval of the Bankruptcy Court if the Plan Administrator receives a written objection (which objection is not consensually resolved) within ten (10) Business Days of service of written notice of the proposed settlement to the Reconstituted Committee. Without limiting the foregoing, the Plan Administrator expressly retains all of the Liquidating Debtors' causes of action in any way relating to any payments by TDQS Co., f/k/a The Delta Queen Steamboat Co. to secure the $1,631,998 letter of credit issued for the benefit of HAL Antillen N.V. on or about September 30, 2001, including, without limitation, any state law fraudulent conveyance actions under section 544 of the Bankruptcy Code and any fraudulent conveyance action under section 548 of the Bankruptcy Code. 48 M. OBJECTIONS TO CLAIMS Subject to applicable law, from and after the Effective Date, the Plan Administrator shall have the authority to File, settle, compromise, withdraw, arbitrate or litigate to judgment objections to Claims: (a) pursuant to applicable procedures established by the Bankruptcy Code, the Bankruptcy Rules and the Plan; and (b) subject to the oversight authority granted to the Reconstituted Committee under the Plan. N. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES As of the Effective Date, the Liquidating Debtors (after consultation with the Creditors' Committee) shall assume or assume and assign, as applicable, pursuant to Bankruptcy Code section 365, each of the executory contracts and unexpired leases of the Liquidating Debtors that are identified on Exhibit F that have not expired under their own terms prior to the Effective Date. The Liquidating Debtors reserve the right to amend such Exhibit not later than ten (10) days prior to the Confirmation Hearing either to: (a) delete any executory contract or lease listed therein and provide for its rejection pursuant to Section 6.4 of the Plan; or (b) add any executory contract or lease to such Exhibit, thus providing for its assumption or assumption and assignment, as applicable, pursuant to this Section of the Plan; or (c) add any executory contract or lease to such Exhibit, thus providing for its assumption or assumption and assignment, as applicable, pursuant to Section 6.1 of the Plan. The Liquidating Debtors shall provide notice of any such amendment of such Exhibit to the parties to the executory contract or lease affected thereby and counsel for the Creditors' Committee not later than ten (10) days prior to the Confirmation Hearing. The Confirmation Order shall constitute an order of the Bankruptcy Court pursuant to Bankruptcy Code section 365 approving all such assumptions or assumptions and assignments, as applicable, described herein in Section 6.1 of the Plan, as of the Effective Date. Any monetary defaults under each executory contract and unexpired lease to be assumed under the Plan shall be satisfied, pursuant to Bankruptcy Code section 365(b)(1), in either of the following ways: (a) by payment of the default amount in Cash, in full on the Effective Date; or (b) by payment of the default amount on such other terms as may be agreed to by the Liquidating Debtors and the non-Debtor parties to such executory contract or lease. In the event of a dispute regarding (i) the amount or timing of any cure payments, (ii) the ability of the Liquidating Debtors, the Plan Administrator, or an assignee thereof to provide adequate assurance of future performance under the contract or lease to be assumed or assumed and assigned, as applicable, or (iii) any other matter pertaining to assumption or assumption and assignment of the contract or lease to be assumed, the Liquidating Debtors shall pay all required cure amounts promptly following the entry of a Final Order resolving the dispute. To the extent that any party to an executory contract or unexpired lease identified for assumption asserts arrearages or damages pursuant to Bankruptcy Code section 365(b)(1), or has any objection with respect to adequate assurance of future performance, any proposed assumption, revestment, cure or assignment on the terms and conditions provided herein, all such arrearages, damages and objections must be Filed and served: (a) as to any contracts or leases identified in the Disclosure Statement or any Exhibit thereto that is mailed to any party to any such contract or lease along with all other solicitation materials accompanying the Plan, within the same deadline and in the same manner established for the Filing and service of objections to 49 Confirmation; and (b) as to any contracts or leases identified in any subsequent amendments to the Disclosure Statement or any Exhibit thereto that is mailed to any party to any such contract or lease not later than ten (10) days prior to the Confirmation Hearing, in such a manner as to be received by the Bankruptcy Court and Liquidating Debtors, the Plan Administrator and counsel thereto, as the case may be, if applicable, no later than one (1) day prior to the Confirmation Hearing. Failure to assert such arrearages, damages or objections in the manner described above shall constitute consent to the proposed assumption, revestment, cure or assignment on the terms and conditions provided herein, including an acknowledgement that the proposed assumption and/or assignment provides adequate assurance of future performance and that the amount identified for "cure" on Exhibit F hereto is the amount necessary to cover any and all outstanding defaults under the executory contract or unexpired lease to be assumed, as well as an acknowledgement and agreement that no other defaults exist under such contract or lease. If any assumption of an executory contract or unexpired lease proposed herein for any reason is not approved by the Bankruptcy Court, then the Liquidating Debtors shall be entitled, in their sole discretion, upon written notice to the applicable non-Debtor party to such executory contract or unexpired lease, to deem such executory contract or unexpired lease to have been rejected pursuant to the provisions of Section 6.4 of the Plan. Except for those executory contracts and unexpired leases (a) that are assumed pursuant to the Plan, (b) that are the subject of previous orders of the Bankruptcy Court providing for their assumption or rejection pursuant to Bankruptcy Code section 365, or (c) that are the subject of a pending motion before the Bankruptcy Court with respect to the assumption or assumption and assignment of such executory contracts and unexpired leases, as of the Effective Date, all executory contracts and unexpired leases of the Liquidating Debtors shall be rejected pursuant to section 365 of Bankruptcy Code. The Confirmation Order shall constitute an Order of the Bankruptcy Court approving all rejections under Section 6.4 of the Plan of executory contracts and unexpired leases pursuant to Bankruptcy Code section 365 as of the Effective Date. Any Claim for damages arising from any such rejection must be Filed within thirty (30) days after the mailing of notice of the entry of the Confirmation Order or such Claim shall be forever barred, shall not be enforceable against the Liquidating Debtors, their Estates, the Plan Administrator, or any of their respective properties and shall receive no distribution under the Plan or otherwise on account of such Claim. Objections to any Claim for damages arising from any such rejection must be Filed and served on the claimant no later than sixty (60) days after the Effective Date. V. FUNDING AND FEASIBILITY OF THE PLAN A. FUNDING OF THE PLAN The Plan shall be funded by (i) Available Cash on the Effective Date, (ii) funds added to Available Cash after the Effective Date from, among other things, the liquidation of the Liquidating Debtors' remaining Assets and the prosecution and enforcement of causes of action and (iii) the release of any funds held in reserve in accordance with the terms thereof. The post-Confirmation operations of the Liquidating Debtors shall be funded from the Operating Reserve in the amount of $5 million. The Liquidating Debtors will collect, market, sell and/or otherwise 50 dispose of their assets in a manner which will maximize value for their Estates. In addition, the Liquidating Debtors' Estates will retain some causes of action against third parties, such as preferences, which could increase the cash available for distribution. The Liquidating Debtors may establish one or more interest-bearing accounts as they determine may be necessary or appropriate to effectuate the provisions of the Plan consistent with section 345 of the Bankruptcy Code and any orders of the Bankruptcy Court, including accounts for the Operating Reserve, the Indemnification Reserve and the Disputed Funds Reserve. B. BEST INTERESTS TEST Notwithstanding acceptance of the Plan by each Impaired Class, to confirm the Plan, the Bankruptcy Court must determine that the Plan is in the best interests of each holder of a Claim or Interest in any such Impaired Class who has not voted to accept the Plan. Accordingly, if an Impaired Class does not unanimously accept the Plan, the best interests test requires the Bankruptcy Court to find that the Plan provides to each member of such Impaired Class a recovery on account of the Class member's Claim or Interest that has a value, as of the Effective Date, at least equal to the value of the distribution that each such Class member would receive if the Liquidating Debtors were liquidated under chapter 7 of the Bankruptcy Code on such date. To estimate what members of each Impaired Class of unsecured creditors and equity security holders would receive if the Liquidating Debtors were liquidated under chapter 7, the Bankruptcy Court must first determine the aggregate dollar amount that would be generated from the Liquidating Debtors' Assets if the Liquidating Debtors' Chapter 11 Cases were converted to chapter 7 cases under the Bankruptcy Code and the Assets were liquidated by a trustee in bankruptcy (the "Liquidation Value" of such assets). The Liquidation Value would consist of the net proceeds from the disposition of the Liquidating Debtors' Assets and would be augmented by any Cash held by the Liquidating Debtors. As detailed in the liquidation analysis generated by the financial advisors to the Creditors' Committee attached hereto as Exhibit G, the Liquidation Value of the Liquidating Debtors' Assets available to general Creditors would be reduced by the costs and expenses of the liquidation, as well as other administrative expenses of the chapter 7 cases. The Liquidating Debtors' costs of liquidation under chapter 7 would include the compensation of a trustee or trustees, as well as counsel and other professionals retained by the trustee, disposition expenses, all unpaid expenses incurred by the Liquidating Debtors during their chapter 11 proceedings (such as compensation for attorneys and accountants) which are allowed in the chapter 7 proceedings, and litigation costs and claims against the Liquidating Debtors arising from their business operations during the pendency of their Chapter 11 Cases and chapter 7 liquidation proceedings. These costs, expenses and claims would be paid in full out of the Liquidating Debtors' liquidation proceeds before the balance would be made available to pay Unsecured Claims. Once the percentage recoveries in liquidation of secured claimants, priority claimants, general unsecured creditors and equity security holders are ascertained, the value of the distribution available out of the Liquidation Value is compared with the value of the property 51 offered to each of the classes of Claims and Interests under the Plan to determine whether the Plan is in the best interests of each Class. Comparing the claims in Section I.B hereof with the liquidation analysis attached hereto as Exhibit G, the Debtors believe that distributions under the Plan will provide at least the same recovery to holders of Allowed Claims against the Liquidating Debtors on account of such Allowed Claims as would distributions by a chapter 7 trustee. C. AVOIDANCE ACTION ANALYSIS The Liquidating Debtors have reviewed transfers to insiders during the year preceding the Petition Date and have determined that any recoveries from Avoidance Actions resulting from such transfers would be property of the Converting Debtors. The Liquidating Debtors transferred in excess of $50,000 to approximately 115 creditors other than insiders during the 90 days prior to the Petition Date. The total amount of such transfers was approximately $106,217,857. A list of such transfers is attached hereto as Exhibit H. The Liquidating Debtors believe that any transfers made to persons released in the Plan would likely not be deemed preferential and that the Liquidating Debtors' determination as to which transfers are preferential would not differ markedly from that of a trustee under chapter 7 of the Bankruptcy Code. Except as otherwise provided in the releases, the Plan Administrator, the Liquidating Debtors, the Creditors' Committee and the Reconstituted Committee reserve their right to conduct a further review of the transfers made within ninety (90) days of the Petition Date described in Exhibit H hereto and to seek recovery of such transfers under section 547 and the other provisions of the Bankruptcy Code before or after the Confirmation Date. D. FEASIBILITY Section 1129(a)(11) of the Bankruptcy Code requires that the Liquidating Debtors be able to perform their obligations under the Plan. For purposes of determining whether the Plan meets this requirement, the Debtors analyzed their ability to meet their obligations under the Plan. The Liquidating Debtors believe that they will be able to meet their obligations under the Plan. E. RISK FACTORS ASSOCIATED WITH THE PLAN Holders of Claims against the Debtors should read and consider carefully the information set forth below, as well as the other information set forth in this Disclosure Statement (and the documents delivered together herewith and/or incorporated by reference), prior to voting to accept or reject the Plan. This information, however, should not be regarded as the only risk involved in connection with the Plan and its implementation. The Claims of holders of Class 6 General Unsecured Claims against the Liquidating Debtors are subject to the risk of dilution if the total amount of Claims is higher than the Debtors' estimate. A number of Disputed Claims are material and the total amount of all Claims, including Disputed Claims, is materially in excess of the total amount of Allowed Claims assumed in calculating the estimated distributions as set forth in Section IV above. 52 Accordingly, the amount of distribution that will ultimately be received by any particular holder of a Class 6 General Unsecured Claim may be adversely affected by the aggregate amount of all Allowed Claims. Consequently, distributions to holders of Class 6 General Unsecured Claims will be made on an incremental basis until all Disputed Claims have been resolved. In addition, if the Claims of AMCV against the Liquidating Debtors are not recharacterized as Interests or equitably subordinated as requested in the Plan, the distributions to holders of Class 6 Claims will be materially diluted. Finally, successful confirmation of the Plan is subject to satisfaction or waiver of the conditions to Plan effectiveness, which are discussed in detail in Section IV above. THUS, THERE CAN BE NO ASSURANCE THAT ALL OF THE VARIOUS CONDITIONS TO EFFECTIVENESS OF THE PLAN WILL BE TIMELY SATISFIED OR WAIVED. VI. ALTERNATIVES TO THE PLAN Although this Disclosure Statement is intended to provide information to assist a Claim or Interest holder in determining whether to vote for or against the Plan, a summary of the alternatives to confirmation of the Plan may be helpful. If the Plan does not meet the cramdown requirements as set forth herein with respect to all of the Liquidating Debtors, in the Debtors' sole discretion, the Plan may be (a) revoked as to all of the Debtors, or (b) revoked as to the Liquidating Debtor not satisfying the cramdown requirements (such Liquidating Debtor's Chapter 11 Case being converted to a chapter 7 liquidation or dismissed in the Debtors' sole discretion) and confirmed as to the remaining Liquidating Debtors. If the Plan is not confirmed with respect to any of the Debtors, the following alternatives are available: (i) confirmation of another chapter 11 plan; (ii) conversion of all of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code; or (iii) dismissal of the Chapter 11 Cases leaving creditors and interest holders to pursue available non-bankruptcy remedies. Since the Liquidating Debtors have substantially completed the process of liquidating their assets, these alternatives to the Plan are very limited and not likely to benefit Creditors. Although the Liquidating Debtors could theoretically file a new plan, the most likely result if the Plan is not confirmed is that the Chapter 11 Cases will be converted to cases under chapter 7 of the Bankruptcy Code. The Liquidating Debtors believe that conversion of the Chapter 11 Cases to chapter 7 cases would result in (i) significant delay in distributions to all Creditors who would have received a distribution under the Plan and (ii) diminished recoveries for certain classes of creditors, particularly holders of Class 6 Claims. If the Chapter 11 Cases are dismissed, creditors would be free to pursue non-bankruptcy remedies in their attempts to satisfy claims against the Debtors. However, in that event, creditors would be faced with the costs and difficulties of attempting, each on its own, to collect claims from a non-operating entity. 53 VII. CERTAIN FEDERAL INCOME TAX CONSIDERATIONS A. IN GENERAL A summary description of certain federal income tax consequences of the Plan is provided below. The description of tax consequences below is for informational purposes only and is subject to significant uncertainties. Only the principal consequences of the Plan for the Debtors and for the holders of Claims who are entitled to vote to confirm or reject the plan (except for MARAD because of its special status as a governmental entity) are described below. No opinion of counsel has been sought or obtained with respect to any tax consequences of the Plan, and no tax opinion is being given in this Disclosure Statement. No rulings or determinations of the Internal Revenue Service ("IRS") or any other tax authorities have been obtained or sought with respect to the Plan, and the description below is not binding upon the IRS or such other authorities. The following discussion of federal income tax consequences is based on the Internal Revenue Code of 1986, as amended (the "Tax Code"), regulations promulgated and proposed thereunder and judicial decisions and administrative rulings and pronouncements of the IRS as in effect on the date hereof. Legislative, judicial or administrative changes or interpretations enacted or promulgated in the future could alter or modify the analyses and conclusions set forth below. It cannot be predicted at this time whether any tax legislation will be enacted or, if enacted, whether any tax law changes contained therein would affect the tax consequences to holders. Any such changes or interpretations may be retroactive and could significantly affect the federal income tax consequences discussed below. THIS DISCUSSION DOES NOT ADDRESS FOREIGN, STATE OR LOCAL TAX CONSEQUENCES OF THE PLAN, NOR DOES IT PURPORT TO ADDRESS THE FEDERAL TAX CONSEQUENCES OF THE PLAN TO SPECIAL CLASSES OF TAXPAYERS (SUCH AS FOREIGN ENTITIES, NONRESIDENT ALIEN INDIVIDUALS, S CORPORATIONS, MUTUAL FUNDS, INSURANCE COMPANIES, FINANCIAL INSTITUTIONS, SMALL BUSINESS INVESTMENT COMPANIES, REGULATED INVESTMENT COMPANIES, CERTAIN SECURITIES TRADERS, BROKER-DEALERS AND TAX-EXEMPT ORGANIZATIONS). FURTHERMORE, ESTATE AND GIFT TAX ISSUES ARE NOT ADDRESSED HEREIN. NO REPRESENTATIONS ARE MADE REGARDING THE PARTICULAR TAX CONSEQUENCES OF THE PLAN TO ANY HOLDER OF A CLAIM OR INTEREST. EACH HOLDER OF A CLAIM OR INTEREST IS STRONGLY URGED TO CONSULT ITS OWN TAX ADVISOR REGARDING THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS DESCRIBED HEREIN AND IN THE PLAN. 54 B. FEDERAL INCOME TAX CONSEQUENCES TO THE DEBTORS Federal income taxes generally must be satisfied before most other claims may be paid. With the possible exception of alternative minimum tax, the Debtors do not believe that any federal income taxes have accrued with respect to taxable years ending after the Petition Date. Generally, the discharge of a debt obligation by a debtor for an amount less than the adjusted issue price (in most cases, the amount the debtor received on incurring the obligation, with certain adjustments) gives rise to cancellation of debt ("COD") income, which must be included in the debtor's income. The Debtors should have COD income as a result of the Plan, however, the Debtors should be able to utilize a special tax provision which excludes from income debts discharged in a chapter 11 case. If debts are discharged in a chapter 11 case, however, certain tax attributes otherwise available must be reduced by the amount of COD income that is excludable from income. Tax attributes subject to reduction generally include net operating losses and net operating loss carryovers (collectively, "NOLs"). The Debtors' NOLs should first be available to offset any net gain recognized on the Asset Sale, net gains recognized on the sale of the Debtors' remaining Assets and any other taxable income generated in the Debtors' current tax year (i.e., the tax year that includes the Effective Date). Any remaining NOLs would then be reduced (assuming the Debtors do not make an election pursuant to Section 108(b)(5) of the Tax Code to first reduce the tax basis of depreciable property) to the extent of the COD income exclusion, and any NOLs still remaining may be available to offset taxable income of the Debtors in any subsequent tax year provided an ownership change of the Debtors does not (and is deemed not to) occur. Accordingly, it is not expected that the Debtors will owe regular federal income tax with respect to taxable years ending after the Petition Date. If, however, the IRS were to prevail in assessing federal income tax for any of these years, payments of such taxes would reduce the amounts otherwise available for distribution under the Plan. Because the Debtors are liquidating rather than continuing to operate in reorganized form, and because substantially all of the Debtors' historic assets and businesses have been sold, any remaining NOLs will have no material value. A consolidated group of corporations may incur alternative minimum tax liability even where a NOL is generated for regular corporate income tax purposes or where NOL carryovers and other tax attributes are sufficient to eliminate taxable income as computed under the regular corporate income tax. Thus, it is possible that the Debtors will be liable for the alternative minimum tax in a taxable year ending after the Petition Date. C. FEDERAL INCOME TAX CONSEQUENCES TO HOLDERS OF CLAIMS Holders of Claims should generally recognize gain (or loss) to the extent the amount realized under the Plan (generally the amount of cash received) in respect of their Claims exceeds (or is exceeded by) their respective tax bases in their Claims. The tax treatment of holders of Claims and the character and amount of income, gain or loss recognized as a consequence of the Plan and the distributions provided for by the Plan will depend upon, among other things, (i) the nature and origin of the Claim; (ii) the manner in which a holder acquired a Claim; (iii) the length of time a Claim has been held; (iv) whether the Claim was acquired at a 55 discount; (v) whether the holder has taken a bad debt deduction in the current or prior years; (vi) whether the holder has previously included accrued but unpaid interest with respect to a Claim; (vii) the method of tax accounting of a holder; and (viii) whether a Claim is an installment obligation for federal income tax purposes. THEREFORE, HOLDERS OF CLAIMS SHOULD CONSULT THEIR OWN TAX ADVISOR FOR INFORMATION THAT MAY BE RELEVANT TO THEIR PARTICULAR SITUATION AND CIRCUMSTANCES AND THE PARTICULAR TAX CONSEQUENCE TO SUCH HOLDERS AS A RESULT THEREOF. The tax treatment of a holder of a Claim that receives distributions of property on multiple dates is uncertain. If the open transaction doctrine applies as a result of the value of the subsequent payments that a holder may receive not being ascertainable on the date that such holder first receives a distribution of property (such as on the Effective Date), such holder should not recognize gain or loss with respect to its Claim until it receives the final distribution thereon (which may be on the Final Distribution Date). Alternatively, if such a holder treats the transaction as closed on the date it first receives a distribution of property, it will recognize gain or loss at such time (based on the value of property actually received and the estimated value of property to be received in the future), and will subsequently recognize additional gain or loss when additional property distributions are received (based on the value of such property less the holder's allocable tax basis in its Claim with respect to such subsequent distribution). HOLDERS OF CLAIMS ARE URGED TO CONTACT THEIR OWN TAX ADVISOR AS THESE ISSUES RELATING TO THE APPLICATION OF THE OPEN TRANSACTION DOCTRINE AND HOW IT MAY APPLY TO THEIR PARTICULAR SITUATION. Holders of Allowed Claims will be treated as receiving a payment of interest (includible in income in accordance with the holder's method of accounting for tax purposes) to the extent that any cash or other property received pursuant to the Plan is attributable to accrued but unpaid interest, if any, on such Allowed Claims. The extent to which the receipt of cash or other property should be attributable to accrued but unpaid interest is unclear. The Debtors intend to take the position that such cash or property distributed pursuant to the Plan will first be allocable to the principal amount of an Allowed Claim and then, to the extent necessary, to any accrued but unpaid interest thereon. Each holder should consult its own tax advisor regarding the determination of the amount of consideration received under the Plan that is attributable to interest (if any). A holder generally will be entitled to recognize a loss to the extent any accrued interest was previously included in its gross income and is not paid in full. D. INFORMATION REPORTING AND BACKUP WITHHOLDING Certain payments, including the payments of Claims pursuant to the Plan, are generally subject to information reporting by the payor to the IRS. Moreover, such reportable payments are subject to backup withholding under certain circumstances. Under the backup withholding rules, a holder of a Claim may be subject to backup withholding at the applicable tax rate with respect to distributions or payments made pursuant to the Plan, unless the holder: (a) comes within certain exempt categories (which generally include corporations) and, when required, demonstrates this fact or (b) provides a correct taxpayer identification number and certifies under penalty of perjury as to the correctness of its taxpayer identification number and certain other tax matters. Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of federal income taxes, a holder may 56 obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS. E. IMPORTANCE OF OBTAINING PROFESSIONAL TAX ASSISTANCE THE FOREGOING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING WITH A TAX PROFESSIONAL. THE ABOVE DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. THE TAX CONSEQUENCES OF THE PLAN ARE IN MANY CASES UNCERTAIN AND MAY VARY DEPENDING ON A HOLDER'S INDIVIDUAL CIRCUMSTANCES. ACCORDINGLY, HOLDERS ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISORS ABOUT THE FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE PLAN. 57 CONCLUSION For all of the reasons set forth in this Disclosure Statement, the Debtors believe that confirmation of the Plan is preferable to all other alternatives. Consequently, the Debtors and the Creditors' Committee urge all holders of Class 2, Class 5 and Class 6 Claims to vote to ACCEPT the Plan, and to complete and return their ballots so that they will be RECEIVED by the voting Agent on or before 5:00 p.m. prevailing Eastern time on the Voting Deadline. Dated: August __, 2002 American Classic Voyages Co. (for itself and on behalf of the other Debtors) By: /s/ Jordan B. Allen -------------------------------------- Name: Jordan B. Allen -------------------------------------- Title: Executive Vice President -------------------------------------- WALSH MONZACK AND MONACO, P.A. By: /s/ Joseph J. Bodnar -------------------------------------- Francis A. Monaco, Jr. (No. 2078) Joseph J. Bodnar (No. 2512) WALSH MONZACK AND MONACO, P.A. 1201 N. Orange Street, Suite 400 Wilmington, Delaware 19899 (302) 656-8162 -and- LATHAM & WATKINS By: /s/ Josef S. Athanas -------------------------------------- David S. Heller Josef S. Athanas Caroline A. Reckler Suite 5800 Sears Tower 233 South Wacker Drive Chicago, Illinois 60606 (312) 876-7700 Attorneys for the Debtors and Debtors-in-Possession 58 EXHIBIT A Debtors
--------------------------------------------------------------------------------------------- DEBTOR NAME TAX ID CASE NO. --------------------------------------------------------------------------------------------- American Classic Voyages Co. 31-0303330 01-10954 (PJW) --------------------------------------------------------------------------------------------- Great Pacific NW Cruise Line, L.L.C. 72-1446619 01-10977 --------------------------------------------------------------------------------------------- DQCV, L.L.C. f/k/a Delta Queen Coastal Voyages, 72-1451156 01-10964 L.L.C. --------------------------------------------------------------------------------------------- Cape Cod Light, L.L.C. 72-1451150 01-10962 --------------------------------------------------------------------------------------------- Cape May Light, L.L.C. 72-1451148 01-10961 --------------------------------------------------------------------------------------------- DQSB II, Inc. 36-4133147 01-10974 --------------------------------------------------------------------------------------------- AMCV Holdings, Inc. 72-1451155 01-10973 --------------------------------------------------------------------------------------------- Ocean Development Co. 36-4243198 01-10972 --------------------------------------------------------------------------------------------- Great Hawaiian Cruise Line, Inc. 36-3897706 01-10975 --------------------------------------------------------------------------------------------- CAT II, Inc. 72-1451157 01-10968 --------------------------------------------------------------------------------------------- Great Independence Ship Co. 36-3897780 01-10969 --------------------------------------------------------------------------------------------- Great Hawaiian Properties Corporation 36-3897776 01-10971 --------------------------------------------------------------------------------------------- American Hawaii Properties Corporation 99-0327076 01-10976 --------------------------------------------------------------------------------------------- AMCV Cruise Operations, Inc. 36-4365686 01-10967 --------------------------------------------------------------------------------------------- TDQS Co., f/k/a The Delta Queen Steamboat Co. 72-1245383 01-10970 --------------------------------------------------------------------------------------------- Cruise America Travel, Incorporated, 31-0963640 01-10966 --------------------------------------------------------------------------------------------- Great AQ Steamboat, L.L.C. 72-1353482 01-10960 --------------------------------------------------------------------------------------------- Great Ocean Cruise Line, L.L.C. 72-1351947 01-10959 --------------------------------------------------------------------------------------------- Great River Cruise Line, L.L.C. 72-1353488 01-10963 --------------------------------------------------------------------------------------------- DQSC Property Co. 36-4233547 01-10965 ---------------------------------------------------------------------------------------------
A-1 EXHIBIT B JOINT PLAN OF LIQUIDATION OF AMERICAN CLASSIC VOYAGES CO., ET AL. [PLAN FILED SEPARATELY.] B-1 EXHIBIT C METHODOLOGY UTILIZED TO CALCULATE NET DISTRIBUTABLE PROCEEDS Cash in Estate $ 1,293,900 Sale Proceeds $80,900,000 ----------- Total Proceeds Available for Distribution to Creditors $82,193,900 ----------- Post-Confirmation Expenses $ 2,000,000 Unpaid Administrative Expenses $ 1,500,000 Investment Banking Fee & Employee & Retention Bonus Plans $ 2,800,000 Estimated Allowed Priority Tax Claims $ 350,000 Estimated Allowed Class 1 Other Priority Claims $ 4,000,000 Estimated Allowed Class 2 MARAD AQ Secured Claims $47,311,500 Estimated Allowed Class 3 Other AQ Secured Claims $ 800,000 Estimated Allowed Class 4 General Secured Claims $ 1,800,000 50% of Estimated Allowed Class 5 Convenience Claims $ 850,000 ----------- $62,261,500 ----------- Net Distributable Proceeds $20,782,400 ===========
C-1 EXHIBIT D SUMMARY OF CLAIMS AMOUNTS OBJECTED TO BY THE DEBTORS D-1 AMERICAN CLASSIC VOYAGES CO 7/25/2002 Exhibit-D Page 1 of 31
CLAIM ID CREDITOR NAME CLAIM AMT DEBTOR(S) AGAINST WHOM CLAIM IS ASSERTED ---------------------------------------------------------------------------------------------------------- 924 5 STAR TRAVEL & TOURS, INC $7,000.00 AMERICAN CLASSIC VOYAGES CO. 647 5 STAR TRAVEL & TOURS, INC $7,000.00 AMERICAN CLASSIC VOYAGES CO. 3182 A+ CRUISES & TOURS $311.40 AMERICAN CLASSIC VOYAGES CO. 8062 AAA ARIZONA $8,736.70 AMERICAN CLASSIC VOYAGES CO. 8063 AAA ARIZONA $17,400.63 AMERICAN HAWAII PROPERTIES CORPORATION 8061 AAA ARIZONA $10,421.74 THE DELTA QUEEN STEAMBOAT CO. 1743 AAA AUTO CLUB SOUTH $3,500.00 AMERICAN CLASSIC VOYAGES CO. 1744 AAA AUTO CLUB SOUTH $8,336.22 AMERICAN CLASSIC VOYAGES CO. 1738 AAA AUTO CLUB SOUTH $1,200.00 AMERICAN CLASSIC VOYAGES CO. 1739 AAA AUTO CLUB SOUTH $8,555.00 AMERICAN CLASSIC VOYAGES CO. 1676 AAA AUTO CLUB SOUTH $1,600.00 AMERICAN CLASSIC VOYAGES CO. 1722 AAA AUTO CLUB SOUTH $3,983.74 AMERICAN CLASSIC VOYAGES CO. 1887 AAA AUTO CLUB SOUTH $86,874.40 AMERICAN CLASSIC VOYAGES CO. 1740 AAA AUTO CLUB SOUTH $600.00 AMERICAN CLASSIC VOYAGES CO. 1741 AAA AUTO CLUB SOUTH $800.00 AMERICAN CLASSIC VOYAGES CO. 1742 AAA AUTO CLUB SOUTH $1,300.00 AMERICAN CLASSIC VOYAGES CO. 6738 AAA CENTRAL PENN AUTO $43,483.00 MULTIPLE DEBTORS 6740 AAA CENTRAL PENN AUTO $104,449.02 MULTIPLE DEBTORS 6739 AAA CENTRAL PENN AUTO $14,219.00 MULTIPLE DEBTORS 8361 AAA LEXINGTON TRAVEL $858.00 AMCV CRUISE OPERATIONS, INC 5751 AAA MID-ATLANTIC TRAVEL AGENCY $75,980.43 MULTIPLE DEBTORS 7536 AAA MINNEAPOLIS $500.00 NO DEBTOR CHOSEN 7535 AAA MINNEAPOLIS $450.00 NO DEBTOR CHOSEN 7555 AAA MINNEAPOLIS $1,940.23 NO DEBTOR CHOSEN 7538 AAA MINNEAPOLIS $500.00 NO DEBTOR CHOSEN 7550 AAA MINNEAPOLIS $933.66 NO DEBTOR CHOSEN 7534 AAA MINNEAPOLIS $450.00 NO DEBTOR CHOSEN 7537 AAA MINNEAPOLIS $350.00 NO DEBTOR CHOSEN 7540 AAA MINNEAPOLIS #2642 $429.50 NO DEBTOR CHOSEN 5300 AAA MOUNTAIN WEST $4,450.40 AMERICAN CLASSIC VOYAGES CO. 5299 AAA MOUNTAIN WEST $3,220.00 DELTA QUEEN COASTAL VOYAGES, L.L.C. 5301 AAA MOUNTAIN WEST $1,287.40 AMERICAN CLASSIC VOYAGES CO. 7532 AAA NW OHIO (TOLEDO) $1,200.00 NO DEBTOR CHOSEN 7503 AAA NW OHIO (TOLEDO) $2,100.00 NO DEBTOR CHOSEN 8059 AAA OF WASHINGTON $14,090.70 NO DEBTOR CHOSEN 374 AAA OHIO AUTO CLUB $10,058.00 AMERICAN CLASSIC VOYAGES CO. 205 AAA OHIO AUTO CLUB $1,500.00 AMERICAN CLASSIC VOYAGES CO. 309 AAA OHIO AUTO CLUB $2,529.00 AMERICAN CLASSIC VOYAGES CO. 370 AAA OHIO AUTO CLUB $7,750.00 AMERICAN CLASSIC VOYAGES CO. 2366 AAA OKLAHOMA $1,000.00 NO DEBTOR CHOSEN 11661 AAA TRAVEL $328.30 AMERICAN CLASSIC VOYAGES CO. 4352 AAA TRAVEL $4,400.00 NO DEBTOR CHOSEN 11264 AAA TRAVEL AGENCY $600.00 AMERICAN CLASSIC VOYAGES CO. 12340 AAA TRAVEL CINCINNATI $2,704.00 THE DELTA QUEEN STEAMBOAT CO. 12343 AAA TRAVEL CINCINNATI $838.00 THE DELTA QUEEN STEAMBOAT CO. 10929 AAA TRAVEL CINCINNATI $414.58 AMERICAN CLASSIC VOYAGES CO. 8357 AAA TRAVEL FRANKFORT $2,100.00 AMERICAN CLASSIC VOYAGES CO. 8359 AAA TRAVEL FRANKFORT $2,480.00 THE DELTA QUEEN STEAMBOAT CO. 2425 AAA TRAVEL GROVE CITY $858.00 AMERICAN CLASSIC VOYAGES CO. 5297 AAA TRAVEL HELENA $800.00 AMERICAN CLASSIC VOYAGES CO. 6987 AAA TRAVEL INDIANAPOLIS $2,170.00 AMERICAN CLASSIC VOYAGES CO. 8360 AAA TRAVEL LEXINGTON $4,226.90 AMCV CRUISE OPERATIONS, INC
AMERICAN CLASSIC VOYAGES CO 7/25/2002 Exhibit - D Page 2 of 31
Claim Id Creditor Name Claim Amt Debtor(s) against whom claim is asserted --------------------------------------------------------------------------------------------------------------------------------- 8362 AAA TRAVEL LEXINGTON $4,226.80 AMERICAN CLASSIC VOYAGES CO. 8358 AAA TRAVEL LEXINGTON $5,400.40 AMERICAN CLASSIC VOYAGES CO. 7545 AAA TRAVEL MINNEAPOLIS $378.00 NO DEBTOR CHOSEN 8522 AAA TRAVEL OF HARTFORD $3,750.00 AMERICAN CLASSIC VOYAGES CO. 8514 AAA TRAVEL OHIO MOTORIST $350.00 THE DELTA QUEEN STEAMBOAT CO. 10021 AAA TRAVEL PORTLAND $250.00 AMERICAN CLASSIC VOYAGES CO. 10022 AAA TRAVEL PORTLAND $500.00 AMERICAN CLASSIC VOYAGES CO. 10023 AAA TRAVEL PORTLAND $500.00 AMERICAN CLASSIC VOYAGES CO. 10019 AAA TRAVEL PORTLAND #0266 $300.00 AMERICAN CLASSIC VOYAGES CO. 1402 AAA TRAVEL READING-BERKS $5,610.60 MULTIPLE DEBTORS 725 AAA TRAVEL SCHUYLKILL CO. $3,467.90 AMERICAN CLASSIC VOYAGES CO. 4146 AAA TRAVEL TROY $1,386.86 AMERICAN CLASSIC VOYAGES CO. 12038 AAA TRAVEL VIRGINIA BEACH $2,150.00 AMERICAN CLASSIC VOYAGES CO. 12229 AAA TRAVEL VIRGINIA BEACH $2,150.00 AMERICAN CLASSIC VOYAGES CO. 10438 AAA TRAVEL WEST HARTFORD $850.00 THE DELTA QUEEN STEAMBOAT CO. 7504 AAA TRAVEL WINTER HAVEN $4,514.78 AMCV CRUISE OPERATIONS, INC 7928 AAA TRAVEL WISCONSIN, INC $23,465.31 AMERICAN CLASSIC VOYAGES CO. 9803 AAA TRAVEL-BUFFALO $67,162.72 NO DEBTOR CHOSEN 161 AAA VACATIONS SOUTHERN PINES $300.00 MULTIPLE DEBTORS 1105 AAA VACATIONS SOUTHERN PINES $300.00 AMERICAN CLASSIC VOYAGES CO. 4350 AAA WEST PENN/WV/SO CEN OHIO $2,000.00 NO DEBTOR CHOSEN 4351 AAA WEST PENN/WV/SO CEN OHIO $600.00 NO DEBTOR CHOSEN 10142 ABINGTON TVL AGENCY INC. $3,958.00 THE DELTA QUEEN STEAMBOAT CO. 5172 ACME TRAVEL SERVICE $500.00 THE DELTA QUEEN STEAMBOAT CO. 3796 ACTION TRAVEL $500.00 THE DELTA QUEEN STEAMBOAT CO. 11359 ACTION TRAVEL CENTER INC. #8356 $1,124.20 DEBTOR NEEDS RESEARCH 4558 ADAMS, BRUCE $3,032.36 AMERICAN CLASSIC VOYAGES CO. 3502 ADAMS, MATIE $300.00 AMERICAN CLASSIC VOYAGES CO. 10576 ADKINS, SHARON $300.00 AMERICAN CLASSIC VOYAGES CO. 10766 ADMIRALTY TRAVEL $500.00 AMERICAN CLASSIC VOYAGES CO. 4445 AFC TOURS & CRUISES INC. $13,748.50 THE DELTA QUEEN STEAMBOAT CO. 8512 AFFORDABLE ADVENTURES LTD $0.00 AMERICAN CLASSIC VOYAGES CO. 9670 AGUIRRE, CORINNA $3,074.00 THE DELTA QUEEN STEAMBOAT CO. 9673 AGUIRRE, CRISTINA $2,869.00 THE DELTA QUEEN STEAMBOAT CO. 9669 AGUIRRE, JAVIER $2,615.00 THE DELTA QUEEN STEAMBOAT CO. 9674 AGUIRRE, WERNER $2,869.00 THE DELTA QUEEN STEAMBOAT CO. 12017 AIRTOURS INTERNATIONAL GMBH $20,000.00 THE DELTA QUEEN STEAMBOAT CO. 9820 ALAMO WORLD TRAVEL $36,025.00 THE DELTA QUEEN STEAMBOAT CO. 12386 ALBERTS, CAROLE $225.00 THE DELTA QUEEN STEAMBOAT CO. 10577 ALEXANDER, RUBY $300.00 AMERICAN CLASSIC VOYAGES CO. 6764 ALFREDFARES $2,388.00 AMERICAN CLASSIC VOYAGES CO. 9821 ALGONQUIN TRAVEL $830.47 AMERICAN CLASSIC VOYAGES CO. 617 ALGONQUIN TRAVEL $830.47 AMERICAN CLASSIC VOYAGES CO. 12560 ALL ABOUT TRAVEL $7,401.42 AMERICAN CLASSIC VOYAGES CO. 11166 ALL ABOUT TRAVEL $800.00 AMERICAN CLASSIC VOYAGES CO. 10920 ALL ABOUT TRAVEL $2,000.00 NO DEBTOR CHOSEN 2423 ALL AROUND TRAVEL $2,116.32 AMERICAN CLASSIC VOYAGES CO. 7295 ALL AROUND TRAVEL $1,213.50 NO DEBTOR CHOSEN 2638 ALL CRUISE AND TRAVEL $604.00 THE DELTA QUEEN STEAMBOAT CO. 12586 ALL POINTS TRAVEL $1,800.00 AMERICAN CLASSIC VOYAGES CO. 10725 ALL POINTS TRAVEL CONNECTIONS $1,500.00 AMERICAN CLASSIC VOYAGES CO. 2178 ALL SEASONS TRAVEL INC $1,800.00 AMERICAN CLASSIC VOYAGES CO.
AMERICAN CLASSIC VOYAGES CO 7/25/2002 Exhibit--D Page 3 of 31
CLAIM ID CREDITOR NAME CLAIM AMT DEBTOR(S) AGAINST WHOM CLAIM IS ASSERTED -------------------------------------------------------------------------------------------------------------- 2172 ALL SEASONS TRAVEL INC. $1,800.00 AMERICAN CLASSIC VOYAGES CO. 2200 ALL STAR CRUISES & LAND TOURS $6,208.05 AMERICAN CLASSIC VOYAGES CO. 4246 ALLEN TRAVEL SERVICE INC. $650.00 THE DELTA QUEEN STEAMBOAT CO. 10472 ALLEN, DANIEL $300.00 AMERICAN CLASSIC VOYAGES CO. 10473 ALLEN, MARGARET $300.00 AMERICAN CLASSIC VOYAGES CO. 8289 ALL-IN-ONE TOURS & CRUISES $1,000.00 THE DELTA QUEEN STEAMBOAT CO. 7788 ALTAIR INTERNATIONAL TRAVEL $400.00 THE DELTA QUEEN STEAMBOAT CO. 7078 ALUMNI TRAVEL GROUP $13,864.81 AMERICAN CLASSIC VOYAGES CO. 10125 ALVAREZ, DIANE $2,215.87 AMERICAN CLASSIC VOYAGES CO. 4092 ALVAREZ, JOE $2,215.87 AMERICAN CLASSIC VOYAGES CO. 10969 AMA TRAVEL $15,244.50 AMERICAN CLASSIC VOYAGES CO. 3023 AMBASSADOR TRAVEL $61,647.70 AMERICAN HAWAII PROPERTIES CORPORATION 899 AMERICA TRAVEL ARRANGEMENTS, INC. $850.00 AMERICAN CLASSIC VOYAGES CO. 11522 AMERICAN EXPRESS $4,809,328.18 THE DELTA QUEEN STEAMBOAT CO. 11512 AMERICAN EXPRESS $4,809,328.18 CAPE MAY LIGHT, L.L.C. 11521 AMERICAN EXPRESS $4,809,328.18 GREAT INDEPENDENCE SHIP CO. 11513 AMERICAN EXPRESS $4,809,328.18 GREAT OCEAN CRUISE LINE, L.L.C. 11515 AMERICAN EXPRESS $4,809,328.18 CAPE COD LIGHT, L.L.C. 11518 AMERICAN EXPRESS $4,809,328.18 CRUISE AMERICAN TRAVEL, INCORPORATED 11514 AMERICAN EXPRESS $4,809,328.18 GREAT AQ STEAMBOAT, L.L.C. 11519 AMERICAN EXPRESS $4,809,328.18 AMCV CRUISE OPERATIONS, INC. 11523 AMERICAN EXPRESS $4,809,328.18 GREAT HAWAIIAN PROPERTIES CORPORATION 11516 AMERICAN EXPRESS $4,809,328.18 GREAT RIVER CRUISE LINE, L.L.C. 11517 AMERICAN EXPRESS $4,809,328.18 DELTA QUEEN COASTAL VOYAGES, L.L.C. 11520 AMERICAN EXPRESS $4,809,328.18 CAT II, INC. 11511 AMERICAN EXPRESS $4,809,328.18 AMERICAN CLASSIC VOYAGES 7609 AMERICAN EXPRESS TRAVEL RELATED SVC $4,809,328.18 GREAT HAWAIIAN CRUISE LINE, INC. 7609 AMERICAN EXPRESS TRAVEL RELATED SVC $4,809,328.18 AMERICAN HAWAII PROPERTIES CORPORATION 7610 AMERICAN EXPRESS TRAVEL RELATED SVC $4,809,328.18 AMCV HOLDINGS, INC. 7607 AMERICAN EXPRESS TRAVEL RELATED SVC $4,809,328.18 GREAT PACIFIC NW CRUISE LINE, L.L.C. 6471 AMERICAN MADE TRAVEL ADVENT $1,500.00 AMERICAN CLASSIC VOYAGES CO. 8474 AMERICAN STAGE TOURS $1,200.00 THE DELTA QUEEN STEAMBOAT CO. 4773 AMERICAN TVL OF WAYCROSS $2,400.00 AMERICAN CLASSIC VOYAGES CO. 12290 AMERICAN WEST TRS & TVL $4,380.00 NO DEBTOR CHOSEN 12291 AMERICAN WEST TRS & TVL $450.00 AMERICAN CLASSIC VOYAGES CO. 2113 AMERICAN WORLDWIDE TRAVEL $877.16 AMERICAN CLASSIC VOYAGES CO. 12554 ANDERSON TRAVEL GROUP $425.00 AMERICAN CLASSIC VOYAGES CO. 12492 ANDERSON TRAVEL GROUP $2,024.66 AMERICAN CLASSIC VOYAGES CO. 12193 ANDERSON TRAVEL GROUP $300.00 THE DELTA QUEEN STEAMBOAT CO. 12192 ANDERSON TRAVEL GROUP $2,556.25 THE DELTA QUEEN STEAMBOAT CO. 12501 ANDERSON TRAVEL GROUP $2,556.25 THE DELTA QUEEN STEAMBOAT CO. 12503 ANDERSON TRAVEL GROUP $600.00 AMERICAN CLASSIC VOYAGES CO. 12502 ANDERSON TRAVEL GROUP $1,876.00 AMERICAN CLASSIC VOYAGES CO. 12194 ANDERSON TRAVEL GROUP $300.00 THE DELTA QUEEN STEAMBOAT CO. 12499 ANDERSON TRAVEL GROUP $600.00 AMERICAN CLASSIC VOYAGES 12491 ANDERSON TRAVEL GROUP $1,500.00 AMERICAN CLASSIC VOYAGES CO. 12495 ANDERSON TRAVEL GROUP $3,410.02 AMERICAN CLASSIC VOYAGES CO. 12498 ANDERSON TRAVEL GROUP $2,995.48 AMERICAN CLASSIC VOYAGES CO. 12497 ANDERSON TRAVEL GROUP $1,358.00 AMERICAN CLASSIC VOYAGES CO. 12493 ANDERSON TRAVEL GROUP $6,170.00 AMERICAN CLASSIC VOYAGES CO. 12496 ANDERSON TRAVEL GROUP $600.00 AMERICAN CLASSIC VOYAGES CO. 12494 ANDERSON TRAVEL GROUP $850.00 AMERICAN CLASSIC VOYAGES CO.
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CLAIM ID CREDITOR NAME CLAIM AMT DEBTOR(S) AGAINST WHO CLAIM IS ASSERTED ---------------------------------------------------------------------------------------------------- 12500 ANDERSON TRAVEL GROUP $2,600.00 THE DELTA QUEEN STEAMBOAT CO. 4504 ANDERSON, DANNY $10,791.00 NO DEBTOR CHOSEN 11904 ANDERSON, DON(TC) $300.00 AMERICAN CLASSIC VOYAGES CO. 10746 ANDERSON, JOAN $300.00 AMERICAN CLASSIC VOYAGES CO. 12598 ANDERSON, KAREN T $350.00 AMERICAN CLASSIC VOYAGES CO. 4529 ANDERSON, LAUREL $0.00 AMERICAN CLASSIC VOYAGES CO. 11903 ANDERSON, MARILYN (TC) $300.00 AMERICAN CLASSIC VOYAGES CO. 4530 ANDERSON, VIRGIL $0.00 AMERICAN CLASSIC VOYAGES CO. 12071 ANDERSON, VIRGINIA $865.00 AMERICAN CLASSIC VOYAGES CO. 9584 ANDREWS, CAROLE $2,394.99 NO DEBTOR CHOSEN 10799 ANOTHER WLD OF TRAVEL INC $19.00 THE DELTA QUEEN STEAMBOAT CO. 10798 ANOTHER WLD OF TRAVEL INC $372.00 THE DELTA QUEEN STEAMBOAT CO. 10575 ANTRIM, JOHN $300.00 AMERICAN CLASSIC VOYAGES CO. 2044 ANYWHERE TRAVEL $2,500.00 AMERICAN CLASSIC VOYAGES CO. 12136 APPLEBY, CRAIG $600.00 AMERICAN CLASSIC VOYAGES CO. 2074 ARCHER TRAVEL SERVICE $0.00 NO DEBTOR CHOSEN 9929 ARCHITECTS OF TRAVEL INC $247.00 AMERICAN CLASSIC VOYAGES CO. 10755 ARMSTRONG & HEDGES $1,108.00 AMERICAN CLASSIC VOYAGES CO. 10754 ARMSTRONG & HEDGES #1363 $650.00 AMERICAN CLASSIC VOYAGES CO. 3494 ASHLEY, GLENN $350.00 AMERICAN CLASSIC VOYAGES CO. 8432 ASK AMERICA INC $900.00 AMERICAN CLASSIC VOYAGES CO. 8966 ASSOCIATED TRAVEL $500.00 THE DELTA QUEEN STEAMBOAT CO. 145 ATLANTIC TOURS LTD $41,386.00 MULTIPLE DEBTORS 10815 ATMA STANLEY $898.00 THE DELTA QUEEN STEAMBOAT CO. 4976 AUSLEY, NANCY $404.00 AMERICAN CLASSIC VOYAGES CO. 5737 AUSLEY, NELMA $404.00 AMERICAN CLASSIC VOYAGES CO. 11301 AUTO CLUB OF SOUTHERN CA $315,807.00 AMERICAN CLASSIC VOYAGES CO. 8523 AUTOMOBILE CLUB OF HARTFORD $9,598.00 AMERICAN CLASSIC VOYAGES CO. 9815 AVENUES TO TRAVEL $400.00 AMERICAN CLASSIC VOYAGES CO. 9814 AVENUES TO TRAVEL $400.00 AMERICAN CLASSIC VOYAGES CO. 9813 AVENUES TO TRAVEL $400.00 AMERICAN CLASSIC VOYAGES CO. 12364 AWAY WE GO TRAVEL $5,486.00 AMERICAN CLASSIC VOYAGES CO. 12348 AWAY WE GO TRAVEL $5,486.00 AMERICAN CLASSIC VOYAGES CO. 12369 AWAY WE GO TRAVEL $5,486.00 AMERICAN CLASSIC VOYAGES CO. 1393 B&L TOURS $9,930.00 AMERICAN CLASSIC VOYAGES CO. 10468 BABIK, JERRY $429.00 AMERICAN CLASSIC VOYAGES CO. 10467 BABIK, SUSAN $429.00 AMERICAN CLASSIC VOYAGES CO. 12058 BABIN, STANLEY $2,636.88 AMERICAN CLASSIC VOYAGES CO. 11941 BAKER, REG $300.00 AMERICAN CLASSIC VOYAGES CO. 11940 BAKER, WILMA $300.00 AMERICAN CLASSIC VOYAGES CO. 11895 BALOIAN, DOROTHY $300.00 AMERICAN CLASSIC VOYAGES CO. 11932 BALOIAN, ED $300.00 AMERICAN CLASSIC VOYAGES CO. 7841 BANC ONE PAYMENT SERVICES LLC $20,350,441.55 AMERICAN CLASSIC VOYAGES CO. 12615 BANKS, CHARLES $3,236.90 AMERICAN CLASSIC VOYAGES CO. 8961 BANKS, NORMA $3,236.90 AMERICAN CLASSIC VOYAGES CO. 11143 BARBARA TOURS $7,320.22 AMERICAN CLASSIC VOYAGES CO. 12175 BARKLEY, JUNE $1,063.09 AMERICAN CLASSIC VOYAGES CO. 12572 BARKYS TRAVEL WORLD $155.35 THE DELTA QUEEN STEAMBOAT CO. 12571 BARKY'S TRAVEL WORLD $155.35 THE DELTA QUEEN STEAMBOAT CO. 11896 BARNES, LENORE $300.00 AMERICAN CLASSIC VOYAGES CO. 11889 BARNES, MARDEN $300.00 AMERICAN CLASSIC VOYAGES CO. 10042 BARR, NANCY $0.00 THE DELTA QUEEN STEAMBOAT CO.
AMERICAN CLASSIC VOYAGES CO 7/25/2002 EXHIBIT - D Page 5 of 31
CLAIM ID CREDITOR NAME CLAIM AMT. DEBTOR(S) AGAINST WHOM CLAIM IS ASSERTED -------- ------------- ---------- ---------------------------------------- 10578 BARRON RUTH $ 300.00 AMERICAN CLASSIC VOYAGES CO. 4528 BARTELSON, ALLYN $ 0.00 AMERICAN CLASSIC VOYAGES CO. 4527 BARTELSON, BEVERLY $ 0.00 AMERICAN CLASSIC VOYAGES CO. 9823 BAUMGART, DONALD & SHARON $ 5,535.40 AMERICAN CLASSIC VOYAGES CO. 10580 BAUSCH, DAVID $ 300.00 AMERICAN CLASSIC VOYAGES CO. 10581 BAUSCH, DAVID JR. $ 300.00 AMERICAN CLASSIC VOYAGES CO. 11052 BAUSCH, LULA JEAN $ 300.00 AMERICAN CLASSIC VOYAGES CO. 10583 BAUSCH, SHARON $ 300.00 AMERICAN CLASSIC VOYAGES CO. 10029 BECHERT, DEBORAH $ 0.00 THE DELTA QUEEN STEAMBOAT CO. 10061 BECHERT, JAMES $ 0.00 THE DELTA QUEEN STEAMBOAT CO. 11930 BECKETT, CARLES $ 300.00 AMERICAN CLASSIC VOYAGES CO. 11931 BECKETT, GEORGIA $ 300.00 AMERICAN CLASSIC VOYAGES CO. 9834 BECKY SELLERS $ 550.00 THE DELTA QUEEN STEAMBOAT CO. 4870 BEEMAN, DUANE $ 300.00 THE DELTA QUEEN STEAMBOAT CO. 4869 BEEMAN, NANCY $ 300.00 THE DELTA QUEEN STEAMBOAT CO. 4863 BEERY (TC), RUSSELL $ 275.00 THE DELTA QUEEN STEAMBOAT CO. 4864 BEERY, JANET (TC) $ 275.00 THE DELTA QUEEN STEAMBOAT CO. 11922 BEHLEN, DONNA $ 300.00 AMERICAN CLASSIC VOYAGES CO. 11921 BEHLEN, RON $ 300.00 AMERICAN CLASSIC VOYAGES CO. 11936 BEISEL, EUVON $ 300.00 AMERICAN CLASSIC VOYAGES CO. 9657 BELL, JANET $ 300.00 AMERICAN CLASSIC VOYAGES CO. 9658 BELL, RONALD $ 300.00 AMERICAN CLASSIC VOYAGES CO. 5296 BENNETT, CLARENCE $ 905.00 AMERICAN CLASSIC VOYAGES CO. 4963 BENNETT, JEAN $ 905.00 AMERICAN CLASSIC VOYAGES CO. 6784 BERGMANS, STEVEN $ 1,294.50 NO DEBTOR CHOSEN 7441 BERKSHIRE TRAVEL CENTRE $ 600.00 AMERICAN CLASSIC VOYAGES CO. 12093 BERRY, ROY $ 1,442,50 AMERICAN CLASSIC VOYAGES CO. 12092 BERRY, SUE $ 1,442,50 AMERICAN CLASSIC VOYAGES CO. 8769 BERTRUM, AMY & BRUCE $ 1,000.00 AMERICAN CLASSIC VOYAGES CO. 12214 BETHANY TRAVEL SPECIALTIES INC. $ 1,925.00 THE DELTA QUEEN STEAMBOAT CO. 12105 BETTELS, ALEX & ROSWITHA $ 1,035.00 THE DELTA QUEEN STEAMBOAT CO. 10571 BETTER WORLD TRAVEL INC. $ 974.00 AMERICAN CLASSIC VOYAGES CO. 1115 BIKE & CRUISE TOURS $ 1,000.00 AMERICAN CLASSIC VOYAGES CO. 11034 BILDERBACK CHARLES/MARIE $ 858.00 AMERICAN CLASSIC VOYAGES CO. 1007 BILDERBACK, CHARLES & MARIE $ 858.00 AMERICAN CLASSIC VOYAGES CO. 11036 BILDERBACK, CHARLES & MARIE $ 858.00 AMERICAN CLASSIC VOYAGES CO. 12217 BINGAMAN, WILBUR & MELINDA $ 2,387.20 NO DEBTOR CHOSEN 4563 BINGHAM, MARY $ 0.00 AMERICAN CLASSIC VOYAGES CO. 3499 BIZZLE, CHARLOTTE $ 300.00 AMERICAN CLASSIC VOYAGES CO. 4712 BJC TRAVEL $ 414.58 NO DEBTOR CHOSEN 10288 BLACK, MARILYN $ 1,730.00 AMERICAN CLASSIC VOYAGES CO. 10287 BLACK, WALTER $ 1,730.00 AMERICAN CLASSIC VOYAGES CO. 10582 BLAES, JEANNIE $ 729.00 AMERICAN CLASSIC VOYAGES CO. 12090 BLEVINS, BARBARA $ 1,442.50 AMERICAN CLASSIC VOYAGES CO. 10611 BLOCK, BETTE $ 300.00 AMERICAN CLASSIC VOYAGES CO. 10579 BLOCK, LOUISE $ 300.00 AMERICAN CLASSIC VOYAGES CO. 10588 BLOCKER, CAROL $ 300.00 AMERICAN CLASSIC VOYAGES CO. 10131 BOB NEFF TOURS, INC $36,337.85 AMERICAN CLASSIC VOYAGES CO. 4505 BOCK, RALPH $ 600.00 AMERICAN CLASSIC VOYAGES CO. 12070 BOESCH, RITA $ 865.00 AMERICAN CLASSIC VOYAGES CO. 3919 BOHANNON, JOYCE ANN $ 400.00 AMERICAN CLASSIC VOYAGES CO.
AMERICAN CLASSIC VOYAGES CO 7/25/2002 Exhibit - D Page 6 of 31
CLAIM ID CREDITOR NAME CLAIM AMT DEBTOR(S) AGAINST WHOM CLAIM IS ASSERTED ----------------------------------------------------------------------------------------------- 8762 BOISVERT, RICHARD $3,289.06 AMERICAN CLASSIC VOYAGES CO. 12490 BOLAN, W JEAN $429.00 THE DELTA QUEEN STEAMBOAT CO. 11918 BOLEA, BETTY $300.00 AMERICAN CLASSIC VOYAGES CO. 12002 BON VOYAGE CRUISE & VAC INC. $271.20 AMERICAN CLASSIC VOYAGES CO. 10821 BOOTH, LOVETTE $300.00 AMERICAN CLASSIC VOYAGES CO. 7440 BOSCOV'S TRAVEL CENTER $4,820.00 DELTA QUEEN COASTAL VOYAGES, L.L.C. 6990 BOTZUM, GERALD & JUNE $3,287.30 AMERICAN CLASSIC VOYAGES CO. 12040 BOULDER CITY TRAVEL $2,214.80 NO DEBTOR CHOSEN 10713 BOWDEN TRAVEL SERVICE $2,589.16 AMERICAN CLASSIC VOYAGES CO. 4513 BOYSEN, VELMA $0.00 AMERICAN CLASSIC VOYAGES CO. 12032 BRADFORD, PATRICIA $419.00 AMERICAN CLASSIC VOYAGES CO. 10033 BRANDT, JOHN $0.00 THE DELTA QUEEN STEAMBOAT CO. 10034 BRANDT, NORMA $0.00 THE DELTA QUEEN STEAMBOAT CO. 10290 BRASHER, BARBARA $300.00 AMERICAN CLASSIC VOYAGES CO. 10289 BRASHER, STEPHEN $300.00 AMERICAN CLASSIC VOYAGES CO. 7391 BRAUSCH, CLAUDIA $300.00 AMERICAN CLASSIC VOYAGES CO. 7392 BRAUSCH, WILLIAM $300.00 AMERICAN CLASSIC VOYAGES CO. 4908 BRAZO, LEAH $300.00 THE DELTA QUEEN STEAMBOAT CO. 9802 BREA TRAVEL SERVICE $7,000.00 AMERICAN CLASSIC VOYAGES CO. 10586 BREEZE, DAVID $300.00 AMERICAN CLASSIC VOYAGES CO. 10585 BREEZE, HELEN $300.00 AMERICAN CLASSIC VOYAGES CO. 4907 BRETT, ZELDA $300.00 THE DELTA QUEEN STEAMBOAT CO. 4909 BREWER, MARY LOU $300.00 THE DELTA QUEEN STEAMBOAT CO. 10977 BRIGHT, TINA $300.00 THE DELTA QUEEN STEAMBOAT CO. 12487 BROCK, MARILYN & WOODROW $600.00 THE DELTA QUEEN STEAMBOAT CO. 9425 BRONX BETHANY CHURCH OF NAZARENE $43,186.27 AMERICAN CLASSIC VOYAGES CO. 12655 BROOKHAVEN TRAVEL CENTRE INC $414.00 AMERICAN CLASSIC VOYAGES CO. 12656 BROOKHAVEN TVL CENTRE INC $414.00 AMERICAN CLASSIC VOYAGES CO. 12091 BROOKOVER, CAROL $1,442.50 AMERICAN CLASSIC VOYAGES CO. 2276 BROUSSARD, FAYE $429.00 AMERICAN CLASSIC VOYAGES CO. 2278 BROUSSARD, PAUL $429.00 AMERICAN CLASSIC VOYAGES CO. 6676 BROWN, KATHRYN & KORCZYNSKI, BETHIA $368.00 NO DEBTOR CHOSEN 12104 BRUMEN, L/BRUMEN, S $1,220.01 AMCV CRUISE OPERATIONS, INC 12079 BUCHANAN, MARGARET $1,445.00 AMERICAN CLASSIC VOYAGES CO. 10584 BUCHER, JOAN $300.00 AMERICAN CLASSIC VOYAGES CO. 10593 BUCHER, RONALD $300.00 AMERICAN CLASSIC VOYAGES CO. 11778 BUDGET TRAVEL $732.00 AMERICAN CLASSIC VOYAGES CO. 10822 BUERKETT, DOROTHY $300.00 AMERICAN CLASSIC VOYAGES CO. 2274 BUIE, JIMMIE $429.00 AMERICAN CLASSIC VOYAGES CO. 11270 BURKE INTL TOURS #7616 $34,354.60 MULTIPLE DEBTORS 5735 BURKHALTER, ANGELYN $404.00 AMERICAN CLASSIC VOYAGES CO. 6674 BURKHARDT, ETHEL $250.00 NO DEBTOR CHOSEN 12075 BURKMAN, PAT $1,096.00 AMERICAN CLASSIC VOYAGES CO. 4526 BURMEISTER, RICHARD $0.00 AMERICAN CLASSIC VOYAGES CO. 4525 BURMEISTER, SHARON $0.00 AMERICAN CLASSIC VOYAGES CO. 9864 BURNELL, FRANCES $1,526.62 AMERICAN CLASSIC VOYAGES CO. 11072 BURNS, SAMIE $300.00 THE DELTA QUEEN STEAMBOAT CO. 2146 BURWELL GROUP TRAVEL $300.00 AMERICAN CLASSIC VOYAGES CO. 2147 BURWELL GROUP TRAVEL $4,650.00 AMERICAN CLASSIC VOYAGES CO. 2144 BURWELL GROUP TRAVEL $300.00 DELTA QUEEN COASTAL VOYAGES, L.L.C. 2145 BURWELL GROUP TRAVEL $4,700.00 DELTA QUEEN COASTAL VOYAGES, L.L.C. 12186 BUSH, LEO & ROSALIE $1,341.00 AMERICAN CLASSIC VOYAGES CO.
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CLAIM ID CREDITOR NAME CLAIM AMT DEBTOR(S) AGAINST WHOM CLAIM IS ASSERTED -------- ------------- --------- ---------------------------------------- 9867 BUSKIST, JAMES $1,288.37 AMERICAN CLASSIC VOYAGES CO. 10592 BUTTERFIELD, BILLY $ 300.00 AMERICAN CLASSIC VOYAGES CO. 10591 BUTTERFIELD, GEORGIA $ 300.00 AMERICAN CLASSIC VOYAGES CO. 12388 BYRD, CHERYL $ 225.00 THE DELTA QUEEN STEAMBOAT CO. 12520 BYRD, ROBERT $ 225.00 THE DELTA QUEEN STEAMBOAT CO. 10823 CAIRNS, MARY $ 299.54 AMERICAN CLASSIC VOYAGES CO. 10824 CAIRNS, WARD $ 299.54 AMERICAN CLASSIC VOYAGES CO. 12076 CALDWELL, NANCY $1,445.00 AMERICAN CLASSIC VOYAGES CO. 12077 CALDWELL, RUBY $1,445.00 AMERICAN CLASSIC VOYAGES CO. 10590 CALDWELL, VI $ 300.00 AMERICAN CLASSIC VOYAGES CO. 10558 CALHOUN, CAROLYN ROSANN $ 300.00 AMERICAN CLASSIC VOYAGES CO. 2872 CAMPBELL, LORRAINE $2,710.61 NO DEBTOR CHOSEN 12489 CAMPBELL, MARY LOU/FIFE MARSHA $ 858.00 THE DELTA QUEEN STEAMBOAT CO. 4240 CAMPBELL, NANCY $ 429.00 AMERICAN CLASSIC VOYAGES CO. 2457 CAMPBELL, ROBERT & EILEEN $4,244.74 AMERICAN CLASSIC VOYAGES CO. 2874 CAMPBELL, SEAN AND L $ 0.00 NO DEBTOR CHOSEN 2873 CAMPBELL, TIMOTHY AND L $ 0.00 NO DEBTOR CHOSEN 495 CANDY'S CAREFREE TRAVEL INC $2,149.49 AMERICAN CLASSIC VOYAGES CO. 920 CANDY'S CAREFREE TRAVEL INC $2,149.49 AMERICAN CLASSIC VOYAGES CO. 12583 CANGELOSI, JOSEPH $ 600.00 AMERICAN CLASSIC VOYAGES CO. 12581 CANGELOSI, MINNIE $ 600.00 AMERICAN CLASSIC VOYAGES CO. 10589 CANNAVA, GINNY $ 300.00 AMERICAN CLASSIC VOYAGES CO. 12036 CANUSA TOURISTIK $5,954.40 NO DEBTOR CHOSEN 12037 CANUSA TOURISTIK $4,000.00 NO DEBTOR CHOSEN 12463 CAPITOL AREA TOURS $1,000.00 NO DEBTOR CHOSEN 4834 CAREFREE TRAVEL $ 900.00 MULTIPLE DEBTORS 12596 CARLSON WAGONLIT TRAVEL $1,587.00 THE DELTA QUEEN STEAMBOAT CO. 10974 CARLSON, DAVIS & DORIS $ 600.00 THE DELTA QUEEN STEAMBOAT CO. 10825 CARMAN, PAT $ 300.00 AMERICAN CLASSIC VOYAGES CO. 10826 CARMAN, VIC $ 300.00 AMERICAN CLASSIC VOYAGES CO. 11401 CARROLLWOOD TRAVELWORLD $1,000.00 AMERICAN CLASSIC VOYAGES CO. 8383 CARROUSEL TRAVEL $4,404.15 AMERICAN CLASSIC VOYAGES CO. 10177 CARTER, BEVERLY $ 961.27 AMERICAN CLASSIC VOYAGES CO. 10178 CARTER, CHARLES $ 961.27 AMERICAN CLASSIC VOYAGES CO. 10770 CARTER, HUGH $ 449.00 THE DELTA QUEEN STEAMBOAT CO. 10699 CARTER, MARY LOU $ 449.00 THE DELTA QUEEN STEAMBOAT CO. 12055 CARTER, RUTH $ 765.00 AMERICAN CLASSIC VOYAGES CO. 10046 CASSADA(ESCORT), DAWN $ 0.00 THE DELTA QUEEN STEAMBOAT CO. 10047 CASSADA, RICHARD $ 0.00 THE DELTA QUEEN STEAMBOAT CO. 3491 CATHEY, GEORGE $ 300.00 AMERICAN CLASSIC VOYAGES CO. 3492 CATHEY, JOSEPHINE $ 300.00 AMERICAN CLASSIC VOYAGES CO. 9854 CAUFIELD, EVELYN $2,255.00 THE DELTA QUEEN STEAMBOAT CO. 9855 CAUFIELD, THOMAS $2,255.00 THE DELTA QUEEN STEAMBOAT CO. 9338 CAVEMAN TRAVEL AGENCY $ 750.00 THE DELTA QUEEN STEAMBOAT CO. 4501 CAVIEZEL, JANE/STEPHEN $ 258.00 AMERICAN CLASSIC VOYAGES CO. 4500 CAVIEZEL, STEPHAN $1,000.00 AMERICAN CLASSIC VOYAGES CO. 4543 CAVIEZEL, STEPHAN $ 600.00 AMERICAN CLASSIC VOYAGES CO. 4499 CAVIEZEL, STEPHAN $1,000.00 AMERICAN CLASSIC VOYAGES CO. 4288 CELEBRITY TOUR & TRAVEL $ 275.00 AMERICAN CLASSIC VOYAGES CO. 7014 CERNIC, ED & NANCY $5,222.15 NO DEBTOR CHOSEN 4236 CHAMBERLAIN, GAIL $1,646.39 MULTIPLE DEBTORS 4235 CHAMBERLAIN, GERALD $1,646.39 AMERICAN CLASSIC VOYAGES CO.
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CLAIM 1D CREDITOR NAME CLAIM AMT DEBTOR(S) AGAINST WHOM CLAIM IS ASSERTED --------------------------------------------------------------------------------------------------------- 3430 CHAPPARRAL TRAVEL $600.00 AMERICAN CLASSIC VOYAGES CO. 699 CHAPEL HILL TRAVEL CENTER $4,187.72 AMERICAN CLASSIC VOYAGES CO. 3985 CHARLES CLARKE TRAVEL SERVICE $1,430.20 AMERICAN CLASSIC VOYAGES CO. 10470 CHARLIE & FRIENDS TOURS, INC. $2,492.00 AMERICAN CLASSIC VOYAGES CO. 12519 CHARLTON, MARJORIE $225.00 THE DELTA QUEEN STEAMBOAT CO. 12521 CHARLTON, THOMAS $225.00 THE DELTA QUEEN STEAMBOAT CO. 10561 CHASTAIN, DAVID $300.00 AMERICAN CLASSIC VOYAGES CO. 10595 CHASTAIN, JANET $300.00 AMERICAN CLASSIC VOYAGES CO. 8377 CHESAPEAKE TVL AGCY INC $3,723.00 AMERICAN CLASSIC VOYAGES CO. 12106 CHEYENNE MOUNTAIN TRAVEL $858.00 AMERICAN CLASSIC VOYAGES CO. 10594 CHILD, SUE $300.00 AMERICAN CLASSIC VOYAGES CO. 7539 CHRISTENSEN, ARTHUR/CHRISTENSEN, JANE $562.76 NO DEBTOR CHOSEN 5736 CLARK, BERNADEAN $404.00 AMERICAN CLASSIC VOYAGES CO. 10913 CLARK, POLLY $300.00 THE DELTA QUEEN STEAMBOAT CO. 10914 CLARK, R. BRADBURY $300.00 THE DELTA QUEEN STEAMBOAT CO. 11935 CLARK, SHERRI $300.00 AMERICAN CLASSIC VOYAGES CO. 6596 CLARK, TIMOTHY & RIDER, SARAH $600.00 AMERICAN CLASSIC VOYAGES CO. 12351 CLARK, WILLIAM $600.00 THE DELTA QUEEN STEAMBOAT CO. 3924 CLARKE, CAROLYN $275.00 AMERICAN CLASSIC VOYAGES CO. 3925 CLARKE, DANIEL $275.00 AMERICAN CLASSIC VOYAGES CO. 3903 CLEMENTS, MACK $275.00 AMERICAN CLASSIC VOYAGES CO. 3902 CLEMENTS, MARY PEARL $275.00 AMERICAN CLASSIC VOYAGES CO. 10424 CLOUTIER, SHIRLEY $1,179.00 THE DELTA QUEEN STEAMBOAT CO. 6815 COCKE, DONALD & HELEN $600.00 NO DEBTOR CHOSEN 1709 COLEMAN, TRAVEL $858.00 AMERICAN CLASSIC VOYAGES CO. 4132 COLEMAN TRAVEL $858.00 AMERICAN CLASSIC VOYAGES CO. 6761 COLEMAN, LINDA $1,296.58 AMERICAN CLASSIC VOYAGES CO. 6760 COLEMAN, SCOTT $1,296.58 AMERICAN CLASSIC VOYAGES CO. 12566 COLLEGE SQUARE TRAVEL $5,003.06 AMERICAN CLASSIC VOYAGES CO. 10050 COLLINS, CAROLEE $0.00 THE DELTA QUEEN STEAMBOAT CO. 10045 COLLINS, MICHAEL $0.00 THE DELTA QUEEN STEAMBOAT CO. 3911 CONASTER, PEGGY $400.00 AMERICAN CLASSIC VOYAGES CO. 2589 CONCORDIA TRAVEL CENTER $425.00 THE DELTA QUEEN STEAMBOAT CO. 10759 CONFERENCE & TRAVEL SVCS $6,600.00 AMERICAN CLASSIC VOYAGES CO. 8515 CONFERENCE & TRAVEL SVCS $6,600.00 AMERICAN CLASSIC VOYAGES CO. 7416 CONLIN TRAVEL $72,000.00 AMCV CRUISE OPERATIONS, INC 2042 CONNECTICUT TOURS LTD $1,243.74 NO DEBTOR CHOSEN 3927 CONNER, FRANK $275.00 AMERICAN CLASSIC VOYAGES CO. 11071 CONNER, NATALIE $300.00 THE DELTA QUEEN STEAMBOAT CO. 3926 CONNER, WANDA $275.00 AMERICAN CLASSIC VOYAGES CO. 4922 CONTINENTAL TRAVEL GROUP $14,014.00 AMERICAN CLASSIC VOYAGES CO. 91 CONWAY TOURS, INC $800.00 AMERICAN CLASSIC VOYAGES CO. 88 CONWAY TOURS, INC $20,450.00 AMERICAN CLASSIC VOYAGES CO. 9243 COOK TVL AGENCY $600.00 AMERICAN CLASSIC VOYAGES CO. 10557 COOK, JUDY $300.00 AMERICAN CLASSIC VOYAGES CO. 5697 COOK, ROBERT $4,460.00 THE DELTA QUEEN STEAMBOAT CO. 10559 COPELAND, JAMES $300.00 AMERICAN CLASSIC VOYAGES CO. 10560 COPELAND, SHIRLEY $300.00 AMERICAN CLASSIC VOYAGES CO. 7483 CORI, BRYAN $1,303.50 NO DEBTOR CHOSEN 7480 CORI, MARIE $1,303.50 NO DEBTOR CHOSEN 7482 CORI, STEVE $1,298.00 NO DEBTOR CHOSEN 9666 CORPORATE TRAVEL SERVICE INC. $15,000.00 AMCV CRUISE OPERATIONS, INC
AMERICAN CLASSIC VOYAGES CO 7/25/2002 EXHIBIT - D PAGE 9 OF 31
CLAIM ID CREDITOR NAME CLAIM AMT DEBTOR(S) AGAINST WHOM CLAIM IS ASSERTED -------------------------------------------------------------------------------------------------------- 9665 CORPORATE TVL SERVICE INC $15,000.00 THE DELTA QUEEN STEAMBOAT CO. 12350 COSTA, BRUCE $600.00 THE DELTA QUEEN STEAMBOAT CO. 4975 COTTINGHAM, SALLIEANN $404.00 AMERICAN CLASSIC VOYAGES CO. 11583 COURSEY, RICKY $0.00 NO DEBTOR CHOSEN 11584 COURSEY, SHARON $0.00 NO DEBTOR CHOSEN 6985 COVINGTON INT'L TRAVEL $2,105.17 AMERICAN CLASSIC VOYAGES CO. 6984 COVINGTON INT'L TRAVEL $34,146.58 THE DELTA QUEEN STEAMBOAT CO. 6983 COVINGTON INT'L TRAVEL $800.00 CAPE COD LIGHT, L.L.C. 6981 COVINGTON INT'L TRAVEL $2,743.40 AMERICAN CLASSIC VOYAGES CO. 6982 COVINGTON INT'L TRAVEL $1,800.00 THE DELTA QUEEN STEAMBOAT CO. 12089 COWART, MARY $1,897.50 AMERICAN CLASSIC VOYAGES CO. 12088 COWART, MELVIN $1,897.50 AMERICAN CLASSIC VOYAGES CO. 11004 COX, LEA $350.00 NO DEBTOR CHOSEN 4544 COXTOWNSEND, LINDA $1,287.00 AMERICAN CLASSIC VOYAGES CO. 3920 CRABTREE, RUTH $400.00 AMERICAN CLASSIC VOYAGES CO. 10554 CRADDOCK, MARY $300.00 AMERICAN CLASSIC VOYAGES CO. 10553 CRADDOCK, TOM $300.00 AMERICAN CLASSIC VOYAGES CO. 9604 CRADY, EDWARD $300.00 AMERICAN CLASSIC VOYAGES CO. 9602 CRADY, PATRICIA $300.00 AMERICAN CLASSIC VOYAGES CO. 11884 CRAIG, CHERYL $300.00 AMERICAN CLASSIC VOYAGES CO. 11890 CRAIG, CHERYL $300.00 AMERICAN CLASSIC VOYAGES CO. 3929 CRAIGHEAD, DWYANE $275.00 AMERICAN CLASSIC VOYAGES CO. 3928 CRAIGHEAD, FRANCES $275.00 AMERICAN CLASSIC VOYAGES CO. 11888 CRAMER, BETTY $300.00 AMERICAN CLASSIC VOYAGES CO. 11887 CRAMER, PAUL $300.00 AMERICAN CLASSIC VOYAGES CO. 10150 CREATIVE TRAVEL INC $1,089.26 AMERICAN CLASSIC VOYAGES CO. 9587 CRICHTON, ZOE $404.00 NO DEBTOR CHOSEN 6611 CROSSROADS TRAVEL & CRUISE $800.00 AMERICAN CLASSIC VOYAGES CO. 6610 CROSSROADS TRAVEL & CRUISE $800.00 AMERICAN CLASSIC VOYAGES CO. 6609 CROSSROADS TRAVEL & CRUISE $800.00 AMERICAN CLASSIC VOYAGES CO. 10721 CROSSROADS TVL SVC INC $1,200.00 MULTIPLE DEBTORS 9660 CROUSE, DONNA $150.00 AMERICAN CLASSIC VOYAGES CO. 12660 CROUSE, JAY $150.00 AMERICAN CLASSIC VOYAGES CO. 8968 CRUISE AGENCY, THE $1,800.00 THE DELTA QUEEN STEAMBOAT CO. 4716 CRUISE CONNECTION #4490 $503.60 AMERICAN CLASSIC VOYAGES CO. 10983 CRUISE DISCOUNTERS $6,750.00 NO DEBTOR CHOSEN 10988 CRUISE DISCOUNTERS $6,750.00 NO DEBTOR CHOSEN 10982 CRUISE DISCOUNTERS $6,750.00 NO DEBTOR CHOSEN 4748 CRUISE HOLIDAYS OF GROVER BCH $1,075.60 AMERICAN CLASSIC VOYAGES CO. 9417 CRUISE HOLIDAYS OF RICHMOND $1,825.00 AMERICAN CLASSIC VOYAGES CO. 9872 CRUISE HOLIDAYS OF STATE COLLEGE $3,558.00 AMERICAN CLASSIC VOYAGES CO. 9551 CRUISE ONE $1,650.00 AMERICAN CLASSIC VOYAGES CO. 3884 CRUISE VACATIONS, INC $600.00 AMERICAN CLASSIC VOYAGES CO. 5028 CSA TRS & LENZ TVL SVCS $2,799.88 AMERICAN CLASSIC VOYAGES CO. 3868 CULLEN, ALISON $2,585.00 THE DELTA QUEEN STEAMBOAT CO. 630 CULTURAL STUDIES ACADEMY INC, THE $2,799.88 AMERICAN CLASSIC VOYAGES CO. 5027 CULTURAL STUDIES ACADEMY INC, THE $2,799.88 AMERICAN CLASSIC VOYAGES CO. 12062 CURRINGTON, FRAN $1,897.50 AMERICAN CLASSIC VOYAGES CO. 558 CWT/ABERDAK TRAVEL $3,592.00 AMERICAN CLASSIC VOYAGES CO. 4541 CZAPIEWSKI, JANET $1,600.00 NO DEBTOR CHOSEN 4542 CZAPIEWSKI, ROBERT $1,600.00 NO DEBTOR CHOSEN 12073 DAILEY, GENE $865.00 AMERICAN CLASSIC VOYAGES CO.
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CLAIM 1D CREDITOR NAME CLAIM AMT DEBTOR(S) AGAINST WHOM CLAIM IS ASSERTED -------------------------------------------------------------------------------------------------------- 1813 DANE, RICHARD $429.00 MULTIPLE DEBTORS 10910 DANIELS EVELYN $425.00 THE DELTA QUEEN STEAMBOAT CO. 8335 DANVILLE TRAVEL SERVICE $858.00 AMERICAN CLASSIC VOYAGES CO. 12096 DARNELL, ELNORA $1,442.50 AMERICAN CLASSIC VOYAGES CO. 2174 DAVIS, ANDREW $600.00 AMERICAN CLASSIC VOYAGES CO. 6675 DAVIS, ELIZABETH & TEEVAN, JEAN $500.00 NO DEBTOR CHOSEN 11937 DAVIS, FAE $300.00 AMERICAN CLASSIC VOYAGES CO. 2173 DAVIS, HALEY $600.00 AMERICAN CLASSIC VOYAGES CO. 10548 DAVIS, SYLVIA $300.00 AMERICAN CLASSIC VOYAGES CO. 10987 DAVIS, VIOLA $350.00 NO DEBTOR CHOSEN 2294 DAY BY DAY TRIPS $800.00 THE DELTA QUEEN STEAMBOAT CO. 12074 DEATON, PAM $1,096.00 AMERICAN CLASSIC VOYAGES CO. 10518 DECKER, DAVID $300.00 AMERICAN CLASSIC VOYAGES CO. 10519 DECKER, JAMES $300.00 AMERICAN CLASSIC VOYAGES CO. 10520 DECKER, MADELINE $300.00 AMERICAN CLASSIC VOYAGES CO. 10517 DECKER, NORMA $300.00 AMERICAN CLASSIC VOYAGES CO. 10986 DEDLASIO, HENNY $350.00 NO DEBTOR CHOSEN 10989 DEDLASIO, SAM $350.00 NO DEBTOR CHOSEN 10547 DELAY, DONALD $300.00 AMERICAN CLASSIC VOYAGES CO. 10546 DELAY, PHYLLIS $300.00 AMERICAN CLASSIC VOYAGES CO. 4064 DELK, DENNIS $300.00 AMERICAN CLASSIC VOYAGES CO. 4063 DELK, KELLY $300.00 AMERICAN CLASSIC VOYAGES CO. 10041 DENGLER, LORRAINE $0.00 THE DELTA QUEEN STEAMBOAT CO. 10545 DESANTIS, JOSEPH $429.00 AMERICAN CLASSIC VOYAGES CO. 10543 DESANTIS, SANDY $429.00 AMERICAN CLASSIC VOYAGES CO. 2115 DESIGNS ON TRAVEL $4,650.00 NO DEBTOR CHOSEN 7082 DESSART, LAWRENCE $300.00 THE DELTA QUEEN STEAMBOAT CO. 2421 DESTINATION TRAVEL SERVICES $700.00 AMERICAN HAWAII PROPERTIES CORPORATION 11127 DESTINATIONS TRAVEL $898.00 AMERICAN CLASSIC VOYAGES CO. 770 DESTINATIONS/A TRAVEL CORP $794.00 AMERICAN CLASSIC VOYAGES CO. 12423 DEVANEY, DEBORAH $2,794.00 AMERICAN CLASSIC VOYAGES CO. 4498 DIECHWESKI, ROY $600.00 AMERICAN CLASSIC VOYAGES CO. 5664 DIFFIE, PAT A $2,100.00 AMERICAN CLASSIC VOYAGES CO. 5663 DIFFIE, PAT A $300.00 AMERICAN CLASSIC VOYAGES CO. 5662 DIFFIE, PAT A $2,100.00 AMERICAN CLASSIC VOYAGES CO. 5661 DIFFIE, PAT A $300.00 AMERICAN CLASSIC VOYAGES CO. 5660 DIFFIE, PAT A $2,100.00 NO DEBTOR CHOSEN 9691 DILLARDS TRAVEL BELLEVUE $1,200.00 AMERICAN CLASSIC VOYAGES CO. 12409 DISCOUNT TRAVELS $2,250.00 AMERICAN CLASSIC VOYAGES CO. 1749 DISCOVER FINANCIAL SERVICES $0.00 AMERICAN CLASSIC VOYAGES CO. 2029 DISCOVER FINANCIAL SERVICES INC $4,387,196.55 AMERICAN CLASSIC VOYAGES CO. 12412 DIVA SYSTEMS CORPORATION $1,559.40 AMERICAN CLASSIC VOYAGES CO. 10521 DIXON, ANN $300.00 AMERICAN CLASSIC VOYAGES CO. 12064 DODD, EVERETT $1,670.00 AMERICAN CLASSIC VOYAGES CO. 12065 DODD, VIOLA $1,670.00 AMERICAN CLASSIC VOYAGES CO. 2325 DODEK, CAROLYN $850.00 MULTIPLE DEBTORS 4881 DOMINICAN SISTERS $3,150.74 AMERICAN CLASSIC VOYAGES CO. 10522 DORMAN, BARARA $300.00 AMERICAN CLASSIC VOYAGES CO. 11962 DOTSON, NANCY K $550.00 THE DELTA QUEEN STEAMBOAT CO. 12526 DOVE TRAVEL $5,563.50 AMERICAN CLASSIC VOYAGES CO. 11957 DUDE, ANNA $300.00 AMERICAN CLASSIC VOYAGES CO. 8772 DUHNOVSKY, DEBORAH & JOHN $2,387.00 AMERICAN CLASSIC VOYAGES CO.
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CLAIM ID CREDITOR NAME CLAIM AMT DEBTOR(S) AGAINST WHOM CLAIM IS ASSERTED --------------------------------------------------------------------------------------------------------------------------------- 8771 DUHNOVSKY, MARILYN & WILLIAM $2,607.00 AMERICAN CLASSIC VOYAGES CO. 10993 DUMAIN, MAXINE $350.00 NO DEBTOR CHOSEN 10544 DUNN, RITA $300.00 AMERICAN CLASSIC VOYAGES CO. 10512 DUNN, WENDELL $300.00 AMERICAN CLASSIC VOYAGES CO. 795 DURGAN TRAVEL SERVICE $500.00 AMERICAN CLASSIC VOYAGES CO. 4302 DURGAN TRAVEL SERVICE $0.00 AMERICAN CLASSIC VOYAGES CO. 2358 DURGIN, ROBERT & GAIL $858.00 AMERICAN CLASSIC VOYAGES CO. 12352 DUTTON, JOAN $1,624.00 AMERICAN CLASSIC VOYAGES CO. 10106 EAST COAST TOURS/TRANS TRAVEL $3,600.00 MULTIPLE DEBTORS 9966 EAST COAST TOURS/TRANS TRAVEL $3,600.00 AMERICAN CLASSIC VOYAGES CO. 3706 EASTHAMPTON TRAVEL $400.00 THE DELTA QUEEN STEAMBOAT CO. 9332 EBERHARD, JOHN $429.00 AMCV CRUISE OPERATIONS, INC. 12664 EBERHARD, PATRICIA $429.00 AMCB CRUISE OPERATIONS, INC. 2916 EBERSOLE, PATRICIA $449.00 AMERICAN CLASSIC VOYAGES CO. 4444 EBERSOLE, RICHARD $449.00 AMERICAN CLASSIC VOYAGES CO. 896 EDUCATIONAL TOURS, INC. $1,950.00 AMERICAN CLASSIC VOYAGES CO. 4507 EDWARDS, LEROY OWEN $600.00 AMERICAN CLASSIC VOYAGES CO. 10511 EFFINGER, LOU $300.00 AMERICAN CLASSIC VOYAGES CO. 10510 EFFINGER, NORMAN $300.00 AMERICAN CLASSIC VOYAGES CO. 7546 EFRON, STANLEY & JEANNE $437.50 NO DEBTOR CHOSEN 6904 EHLERS TRAVEL SERVICE $250.00 DELTA QUEEN COASTAL VOYAGES, L.L.C. 12134 ELEGANCE TRAVEL $850.00 THE DELTA QUEEN STEAMBOAT CO. 11910 ELIA, ROBERT $300.00 AMERICAN CLASSIC VOYAGES CO. 11913 ELIA, VI $300.00 AMERICAN CLASSIC VOYAGES CO. 12522 ELLIOTT, MARTHA & JOHN $550.00 THE DELTA QUEEN STEAMBOAT CO. 12585 ELLIS, BETTY $600.00 AMERICAN CLASSIC VOYAGES CO. 12580 ELLIS, WARREN $600.00 AMERICAN CLASSIC VOYAGES CO. 3769 ELOISE TRAVEL & TOURS CORP. $900.00 AMERICAN CLASSIC VOYAGES CO. 12349 EMPRESS TRAVEL $500.00 AMERICAN CLASSIC VOYAGES CO. 10507 EMSTRING, MARY LOU $300.00 AMERICAN CLASSIC VOYAGES CO. 11885 ENGLISH, BRENDA $300.00 AMERICAN CLASSIC VOYAGES CO. 11886 ENGLISH, JERRY $300.00 AMERICAN CLASSIC VOYAGES CO. 10509 ENGLISH, SUSAN $300.00 AMERICAN CLASSIC VOYAGES CO. 10508 ENGLISH, WILLIAM $300.00 AMERICAN CLASSIC VOYAGES CO. 11926 ENSMINGER, AUDREY $300.00 AMERICAN CLASSIC VOYAGES CO. 4540 ERICSON, BARBARA $0.0 NO DEBTOR CHOSEN 4531 ERICSON, RICHARD $0.0 NO DEBTOR CHOSEN 10640 ESPECIALLY YOURS TRAVEL $600.00 AMERICAN CLASSIC VOYAGES CO. 8824 EVANS, ANTHONY $1,716.00 AMERICAN CLASSIC VOYAGES CO. 10889 EXPERIENCE TRAVEL, INC. $10,257.15 MULTIPLE DEBTORS 7323 EYRE TOUR/TRAVEL LTD. $16,166.00 THE DELTA QUEEN STEAMBOAT CO. 2584 EZ TRAVEL $327.40 AMERICAN CLASSIC VOYAGES CO. 7131 FAIRFIELD TRAVEL LTD. $2,800.00 AMERICAN CLASSIC VOYAGES CO. 6989 FALENDER, LAWRENCE $3,605.00 AMERICAN CLASSIC VOYAGES CO. 10771 FAR & WIDE TRAVEL CORP $248,747.00 MULTIPLE DEBTORS 11640 FEDER, DOROTHY $600.00 THE DELTA QUEEN STEAMBOAT CO. 9134 FELL TRAVEL INC. $4,000.00 AMERICAN CLASSIC VOYAGES CO. 10506 FERGUSON, RICHARD $398.48 AMERICAN CLASSIC VOYAGES CO. 10597 FERGUSON, RITA $398.48 AMERICAN CLASSIC VOYAGES CO. 10428 FIELDS, SHIRLEY $1,008.25 THE DELTA QUEEN STEAMBOAT CO. 723 FINESSE WEST TOURS $10,025.00 AMERICAN CLASSIC VOYAGES CO. 10423 FINNEGAN, HELEN $1,179.00 THE DELTA QUEEN STEAMBOAT CO.
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CLAIM ID CREDITOR NAME CLAIM AMT DEBTOR(S) AGAINST WHOM CLAIM IS ASSERTED ------------------------------------------------------------------------------------------------- 10596 FINNICUM, ANN $300.00 AMERICAN CLASSIC VOYAGES CO. 11126 FINNICUM, RAY $300.00 AMERICAN CLASSIC VOYAGES CO. 4794 FIRST TOURS $750.00 MULTIPLE DEBTORS 2708 FIRST WORLD TRAVEL $1,200.00 AMCV CRUISE OPERATIONS, INC 4524 FISCUS, LEONARD $0.00 AMERICAN CLASSIC VOYAGES CO. 4511 FISCUS, MADGE $0.00 AMERICAN CLASSIC VOYAGES CO. 2714 FISH, EDWIN $600.00 AMERICAN CLASSIC VOYAGES CO. 12358 FITZGERALD TOURS & CRUISES $9,744.00 AMERICAN CLASSIC VOYAGES CO. 765 FIVE SEASONS TRAVEL LTD $908.60 AMERICAN CLASSIC VOYAGES CO. 5995 FIVE SEASONS TRAVEL LTD. $1,817.20 NO DEBTOR CHOSEN 3916 FLEMING, PRISCILLA $400.00 AMERICAN CLASSIC VOYAGES CO. 8890 FLEMMING TOURS $1,250.00 NO DEBTOR CHOSEN 8263 FLEUR DE LIS TRAVEL SVC, INC. $250.00 CAPE MAY LIGHT, L.L.C. 9350 FLORAM TRAVEL INC $550.00 AMERICAN CLASSIC VOYAGES CO. 3128 FOOSE, RICHARD $3,467.90 AMERICAN CLASSIC VOYAGES CO. 9405 FOOTHILLS TRAVEL $364.50 AMERICAN CLASSIC VOYAGES CO. 811 FOOTLOOSE TOURS, INC $2,800.00 AMERICAN CLASSIC VOYAGES CO. 10772 FOR TRAVELERS ONLY $1,050.00 NO DEBTOR CHOSEN 10439 FORTUNA, FRANK $600.00 AMERICAN CLASSIC VOYAGES CO. 10523 FRAASC, VELMA $300.00 AMERICAN CLASSIC VOYAGES CO. 10183 FRANCIS CUSTOM TOURS $1,000.00 GREAT HAWAIIAN CRUISE LINE, INC. 9804 FRANCIS CUSTOM TOURS $43,807.52 THE DELTA QUEEN STEAMBOAT CO. 10524 FRANCIS, MARY $300.00 AMERICAN CLASSIC VOYAGES CO. 10525 FRANCIS, WILLIAM $300.00 AMERICAN CLASSIC VOYAGES CO. 9606 FRANK, CLARENCE $300.00 AMERICAN CLASSIC VOYAGES CO. 9605 FRANK, NANCY $300.00 AMERICAN CLASSIC VOYAGES CO. 7211 FRANKLIN TRAVEL AGENCY, INC $3,750.00 DELTA QUEEN COASTAL VOYAGER, L.L.C. 4953 FRANKLIN TRAVEL AGENCY, INC $4,500.00 MULTIPLE DEBTORS 428 FRED'S TRAVEL WORLD, INC $3,500.00 AMERICAN CLASSIC VOYAGES CO. 5732 FREE, JEANETTE $404.00 AMERICAN CLASSIC VOYAGES CO. 2620 FREEDOM TRAVEL $2,178.00 AMERICAN CLASSIC VOYAGES CO. 12427 FRIENDSHIP TVL SVC CORP $7,256.02 AMERICAN CLASSIC VOYAGES CO. 6672 FUCIK, EDWARD & MARGARET $500.00 NO DEBTOR CHOSEN 6671 FUCIK, RUTH & FRANK $500.00 NO DEBTOR CHOSEN 9133 FUGAZY INTL TRAVEL $400.00 AMERICAN CLASSIC VOYAGES CO. 10060 GIT TRAVEL INC $1,500.00 THE DELTA QUEEN STEAMBOAT CO. 10059 G.I.T. TRAVEL, INC $0.00 THE DELTA QUEEN STEAMBOAT CO. 3410 GAINUS, IRENE $858.00 AMERICAN CLASSIC VOYAGES CO. 5711 GANDY, VIRGINIA $404.00 AMERICAN CLASSIC VOYAGES CO. 5351 GANDY, VIRGINIA S $404.00 AMERICAN CLASSIC VOYAGES CO. 9617 GANNON TRAVEL ASSOCIATES $4,495.00 THE DELTA QUEEN STEAMBOAT CO. 11911 GARABEDIAN, ROSE $300.00 AMERICAN CLASSIC VOYAGES CO. 3608 GARCIA, ANTHONY $600.00 GREAT HAWAIIAN CRUISE LINE, INC. 4241 GARNER, BONNIE $429.00 AMERICAN CLASSIC VOYAGES CO. 11955 GARZA, JOE $300.00 AMERICAN CLASSIC VOYAGES CO. 11954 GARZA, MARY $300.00 AMERICAN CLASSIC VOYAGES CO. 9437 GATEWAYS TRAVEL $1,402.41 AMERICAN CLASSIC VOYAGES CO. 10724 GEIST, NINA $429.00 AMERICAN CLASSIC VOYAGES CO. 3772 GEORGE M SIMONDS TRAVEL $3,586.50 AMERICAN CLASSIC VOYAGES CO. 10534 GEORGE, ROBERT $429.00 AMERICAN CLASSIC VOYAGES CO. 10535 GEORGE, SANDRA $429.00 AMERICAN CLASSIC VOYAGES CO. 11400 GERECHT, MARY $4,019.50 AMERICAN CLASSIC VOYAGES CO.
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CLAIM ID CREDITOR NAME CLAIM AMT DEBTOR(S) AGAINST WHOM CLAIM IS ASSERTED -------------------------------------------------------------------------------------------------------------- 11901 GHAN, DON $ 300.00 AMERICAN CLASSIC VOYAGES CO. 11902 GHAN, DORIS $ 300.00 AMERICAN CLASSIC VOYAGES CO. 11905 GIACOLINI, EARL $ 300.00 AMERICAN CLASSIC VOYAGES CO. 11906 GIACOLINI, JAN $ 300.00 AMERICAN CLASSIC VOYAGES CO. 11923 GILLILAND, BARBARA $ 300.00 AMERICAN CLASSIC VOYAGES CO. 9591 GILROY, EDWARD $ 2,021.01 NO DEBTOR CHOSEN 9592 GILROY, JANICE $ 2,021.01 NO DEBTOR CHOSEN 11998 GLEN HEAD TRAVEL CENTER 9382 $ 3,360.00 THE DELTA QUEEN STEAMBOAT CO. 3503 GLENN'S TRAVEL & TOURS $ 300.00 AMERICAN CLASSIC VOYAGES CO. 3854 GOLD KEY TVL LTD $ 1,000.00 THE DELTA QUEEN STEAMBOAT CO. 7498 GOLDEN BEAR TRAVEL AGENCY, INC $ 365.30 NO DEBTOR CHOSEN 10934 GOLDEN GATE TOURS $ 1,000.00 THE DELTA QUEEN STEAMBOAT CO. 12230 GOLDEN GATE TOURS $ 1,700.00 THE DELTA QUEEN STEAMBOAT CO. 10933 GOLDEN GATE TOURS $ 600.00 THE DELTA QUEEN STEAMBOAT CO. 10932 GOLDEN GATE TOURS $ 750.00 THE DELTA QUEEN STEAMBOAT CO. 10930 GOLDEN GATE TOURS $ 750.00 THE DELTA QUEEN STEAMBOAT CO. 4620 GOLDEN TOURS, INC $ 1,498.00 AMERICAN CLASSIC VOYAGES CO. 10919 GOOD TIMES TRAVEL CLUB $ 3,550.50 MULTIPLE DEBTORS 8829 GOODWIN, KRISTIN $ 1,166.14 NO DEBTOR CHOSEN 4538 GOOS, JANET $ 0.00 NO DEBTOR CHOSEN 4539 GOOS, MERLE $ 0.00 NO DEBTOR CHOSEN 10020 GORDON, CHARLES $ 2,934.50 AMERICAN CLASSIC VOYAGES CO. 12233 GOULD DOROTHY/BAILEY CHARLOTTE $ 71.55 AMERICAN CLASSIC VOYAGES CO. 9848 GOULD, LEONARD $ 2,506.50 THE DELTA QUEEN STEAMBOAT CO. 9860 GOULD, VIRGINIA $ 2,506.50 THE DELTA QUEEN STEAMBOAT CO. 11990 GOULDING, DIANE $ 429.00 MULTIPLE DEBTORS 11991 GOULDING, KATIE $ 0.00 MULTIPLE DEBTORS 11988 GOULDING, MEGAN $ 0.00 MULTIPLE DEBTORS 11989 GOULDING, PHILIP $ 429.00 MULTIPLE DEBTORS 12354 GRAFFORT, ADAH $ 1,624.00 AMERICAN CLASSIC VOYAGES CO. 10570 GRAHAM, JEAN $ 1,378.00 AMERICAN CLASSIC VOYAGES CO. 10572 GRAHAM, WILLIAM $ 1,378.00 AMERICAN CLASSIC VOYAGES CO. 3261 GRAVES, HOWARD $ 429.00 NO DEBTOR CHOSEN 12041 GREAT ATLANTIC TRAVEL & TOUR CO. $32,549.00 MULTIPLE DEBTORS 12417 GREAT ATLANTIC TRAVEL & TOUR CO. $25,446.00 MILTIPLE DEBTORS 9436 GREAT SHIP ADVENTURE CRUISES INC. $ 6,383.40 AMERICAN CLASSIC VOYAGES CO. 10971 GREAT WESTERN TOURS/TVL $ 2,000.00 THE DELTA QUEEN STEAMBOAT CO. 10425 GREEK, MARION $ 1,179.00 THE DELTA QUEEN STEAMBOAT CO. 7113 GREEN HILLS TRAVEL CENTER $ 400.00 AMERICAN CLASSIC VOYAGES CO. 10526 GREEN, CHARLENE $ 300.00 AMERICAN CLASSIC VOYAGES CO. 10655 GREEN, JEANETTA $ 347.52 AMERICAN CLASSIC VOYAGES CO. 10533 GREEN, JEFF $ 300.00 AMERICAN CLASSIC VOYAGES CO. 10532 GREEN, MARK $ 300.00 AMERICAN CLASSIC VOYAGES CO. 10656 GREEN, NANCY $ 300.00 AMERICAN CLASSIC VOYAGES CO. 10515 GREEN, PATRICIA $ 300.00 AMERICAN CLASSIC VOYAGES CO. 10516 GREEN, ROBERT $ 300.00 AMERICAN CLASSIC VOYAGES CO. 10514 GREEN, ROBERT $ 347.52 AMERICAN CLASSIC VOYAGES CO. 12387 GREENE, THEODORE $ 225.00 THE DELTA QUEEN STEAMBOAT CO. 10549 GREGORY, PAULA $ 300.00 AMERICAN CLASSIC VOYAGES CO. 10503 GREVANO, CATHERINE $ 300.00 AMERICAN CLASSIC VOYAGES CO. 7541 GRIFFITH, MERLE & PATRICIA $ 910.30 NO DEBTOR CHOSEN 10552 GROBELNIK, LILLIE $ 300.00 AMERICAN CLASSIC VOYAGES CO.
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CLAIM ID CREDITOR NAME CLAIM AMT DEBTOR(S) AGAINST WHOM CLAIM IS ASSERTED ____________________________________________________________________________________________________________ 10551 GROBELNIK, ROBERT $300.00 AMERICAN CLASSIC VOYAGES CO. 9588 GROUNSELL, EDNA $429.00 NO DEBTOR CHOSEN 7736 GROUP $1,500.00 AMERICAN CLASSIC VOYAGES CO. 4353 GROUP TRAVEL DEPT. $900.00 NO DEBTOR CHOSEN 1383 GROUP TRAVEL SPECIALISTS $600.00 AMERICAN CLASSIC VOYAGES CO. 5261 GULFPORT TRAVEL & CRUISE CTR. $858.00 NO DEBTOR CHOSEN 3262 GULFPORT TRAVEL & CRUISE CTR. $858.00 NO DEBTOR CHOSEN 656 GULFSTREAM TRAVEL, INC $1,396.60 AMERICAN CLASSIC VOYAGES CO. 10095 GULLIVER'S TRAVEL AGENCY $414.58 AMERICAN CLASSIC VOYAGES CO. 10991 GURALNIK, DOROTHY $350.00 NO DEBTOR CHOSEN 10992 GURALNIK, GEORGE $350.00 NO DEBTOR CHOSEN 9683 H ISINGS TRAVEL AGCY INC $300.00 THE DELTA QUEEN STEAMBOAT CO. 9682 H ISINGS TRAVEL AGCY INC $1,000.00 AMCV CRUISE OPERATIONS, INC. 9681 H IAINFA TRAVEL AGCY INC $800.00 AMERICAN CLASSIC VOYAGES CO. 11820 HAAG, DAVID $429.00 DEBTOR NEEDS RESEARCH 11819 HAAG, DON $429.00 DEBTOR NEEDS RESEARCH 11821 HAAG, JASON $0.00 MULTIPLE DEBTORS 11822 HAAG, LINDA $429.00 MULTIPLE DEBTORS 11823 HAAG, RICHARD $429.00 DEBTOR NEEDS RESEARCH 6447 HAFNER'S TRAVEL $789.59 AMERICAN CLASSIC VOYAGES CO. 12057 HAGARMAN, JOYCE $765.00 AMERICAN CLASSIC VOYAGES CO. 12082 HAGARMAN, R.E. $765.00 AMERICAN CLASSIC VOYAGES CO. 5718 HAGGARD, PATRICIA $404.00 AMERICAN CLASSIC VOYAGES CO. 10484 HAIG, MARY ANN $300.00 AMERICAN CLASSIC VOYAGES CO. 10502 HAIG, PAUL $300.00 AMERICAN CLASSIC VOYAGES CO. 7548 HALLETT, JOHN & JANET $517.50 NO DEBTOR CHOSEN 10550 HALLMARK, SHIRLEY $300.00 AMERICAN CLASSIC VOYAGES CO. 10556 HALLMARK, WILLIAM $300.00 AMERICAN CLASSIC VOYAGES CO. 12231 HAMILTON, LARRY $750.00 THE DELTA QUEEN STEAMBOAT CO. 4512 HANSEN, HAZEL $0.00 AMERICAN CLASSIC VOYAGES CO. 3202 HANSON TRAVEL IDEAS $0.00 AMERICAN CLASSIC VOYAGES CO. 3200 HANSON TRAVEL IDEAS $0.00 AMERICAN CLASSIC VOYAGES CO. 3199 HANSON TRAVEL IDEAS $0.00 AMERICAN CLASSIC VOYAGES CO. 4514 HARDESTY, JOHN $0.00 AMERICAN CLASSIC VOYAGES CO. 4515 HARDESTY, PATRICIA $0.00 AMERICAN CLASSIC VOYAGES CO. 3906 HARLAN, BRENDA $275.00 AMERICAN CLASSIC VOYAGES CO. 10555 HARMS, DEANNA $300.00 AMERICAN CLASSIC VOYAGES CO. 9664 HARNED, KAY $2,116.87 AMERICAN CLASSIC VOYAGES CO. 9663 HARNED, RICHARD $2,116.87 AMERICAN CLASSIC VOYAGES CO. 10830 HARPER, DONALD $300.00 AMERICAN CLASSIC VOYAGES CO. 10829 HARPER, JAMES $300.00 AMERICAN CLASSIC VOYAGES CO. 4910 HARRINGTON, CARMEL $300.00 THE DELTA QUEEN STEAMBOAT CO. 10827 HARRIS, BILL $300.00 AMERICAN CLASSIC VOYAGES CO. 3900 HARRIS, DWIGHT $300.00 AMERICAN CLASSIC VOYAGES CO. 3904 HARRIS, JOHN $275.00 AMERICAN CLASSIC VOYAGES CO. 3901 HARRIS, JOSEPHINE $300.00 AMERICAN CLASSIC VOYAGES CO. 12034 HARRIS, MAE $419.00 AMERICAN CLASSIC VOYAGES CO. 10828 HARRIS, MARJORIE $300.00 AMERICAN CLASSIC VOYAGES CO. 10505 HARRISON, VIDA $300.00 AMERICAN CLASSIC VOYAGES CO. 10990 HARTMAN, BETTY $350.00 NO DEBTOR CHOSEN 3869 HARTSHORN, MR & MRS DONALD $898.00 THE DELTA QUEEN STEAMBOAT CO. 7010 HASSLACHER, KATHRYN $858.00 NO DEBTOR CHOSEN
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CLAIM ID CREDITOR NAME CLAIM AMT. DEBTOR(S) AGAINST WHOM CLAIM IS ASSERTED -------------------------------------------------------------------------------------------------------------- 2486 HAYS TRAVEL & TOURS, LLC $500.00 AMERICAN CLASSIC VOYAGES CO. 2487 HAYS TRAVEL & TOURS, LLC $550.00 THE DELTA QUEEN STEAMBOAT CO. 9585 HEDDEN, JOELLE $1,305.56 NO DEBTOR CHOSEN 9586 HEDDEN, RUSSELL $1,305.56 NO DEBTOR CHOSEN 10833 HEFFNER, PATTIE $300.00 NO DEBTOR CHOSEN 2742 HEGTVEDT, MICHAEL & WENDY $1,000.00 AMERICAN CLASSIC VOYAGES CO. 6743 HEISHMAN, ALFRED & GENEVIEVE $4,824.24 AMERICAN CLASSIC VOYAGES CO. 6744 HEISHMAN, RICHARD & CHARLOTTE $4,808.90 AMERICAN CLASSIC VOYAGES CO. 12362 HELLMANN, CLEM & MARY JO $943.48 THE DELTA QUEEN STEAMBOAT CO. 4516 HENNINGSEN, LANA $0.00 AMERICAN CLASSIC VOYAGES CO. 4517 HENNINGSEN, RONALD $0.00 AMERICAN CLASSIC VOYAGES CO. 10832 HERMSMEYER, CARL $300.00 AMERICAN CLASSIC VOYAGES CO. 10831 HERMSMEYER, LINDA $300.00 AMERICAN CLASSIC VOYAGES CO. 3909 HERRON, JOYCE $200.00 AMERICAN CLASSIC VOYAGES CO. 10457 HERSBERGER, ZELLA $300.00 AMERICAN CLASSIC VOYAGES CO. 10504 HERSHBERGER, RICHARD $300.00 AMERICAN CLASSIC VOYAGES CO. 12438 HESS, JAMES & DOROTHY $3,059.50 AMCV HOLDINGS, INC. 9853 HETMAN, JACQUELINE $2,244.00 THE DELTA QUEEN STEAMBOAT CO. 10607 HIGGS, HARRIET $300.00 AMERICAN CLASSIC VOYAGES CO. 4974 HILDRETH, ALLYSON $404.00 AMERICAN CLASSIC VOYAGES CO. 11946 HILL, ALICE $300.00 AMERICAN CLASSIC VOYAGES CO. 10606 HIMEBAUGH, RAY $300.00 AMERICAN CLASSIC VOYAGES CO. 10605 HIMEBAUGH, VIRGINIA $300.00 AMERICAN CLASSIC VOYAGES CO. 11938 HIRASUNA, HELEN $300.00 AMERICAN CLASSIC VOYAGES CO. 11939 HIRASUNA, LES $300.00 AMERICAN CLASSIC VOYAGES CO. 2344 HOBBIT TRAVEL $2,546.52 NO DEBTOR CHOSEN 2343 HOBBIT TRAVEL $600.00 NO DEBTOR CHOSEN 10973 HOCKER, IRENE $300.00 THE DELTA QUEEN STEAMBOAT CO. 10273 HODGSON, CHARLES $2,3225.00 AMERICAN CLASSIC VOYAGES CO. 2270 HOENCK, DEANNA $2,265.00 AMERICAN CLASSIC VOYAGES CO. 10604 HOFF, PAULA $300.00 AMERICAN CLASSIC VOYAGES CO. 10458 HOFFSTADT, BEVERLY $300.00 AMERICAN CLASSIC VOYAGES CO. 10459 HOFFSTADT, RONALD $300.00 AMERICAN CLASSIC VOYAGES CO. 9941 HOGAN, JOSEPH $2,045.00 AMERICAN CLASSIC VOYAGES CO. 9995 HOGAN, JUDITH $2,045.50 AMERICAN CLASSIC VOYAGES CO. 11947 HOLLAND, RUTH $300.00 AMERICAN CLASSIC VOYAGES CO. 4497 HOLLOWAY, ALAN $600.00 NO DEBTOR CHOSEN 9866 HOLMDAHL, CHARLOTTE $2,202.32 AMERICAN CLASSIC VOYAGES CO. 11085 HOLMEN, CHARLES $429.00 AMERICAN CLASSIC VOYAGES CO. 12697 HOLMEN, MARYJO $429.00 AMERICAN CLASSIC VOYAGES CO. 10603 HOLTCAMP, DOROTHY $300.00 AMERICAN CLASSIC VOYAGES CO. 10602 HOLTCAMP, WILLIAM $300.00 AMERICAN CLASSIC VOYAGES CO. 11934 HOMEN, SHIRLEY $300.00 AMERICAN CLASSIC VOYAGES CO. 10962 HOMESTEAD TRAVEL $1,200.00 AMERICAN CLASSIC VOYAGES CO. 11864 HOUDE, JEFFREY & BRENDA HAYES $4,302.38 AMERICAN CLASSIC VOYAGES CO. 12083 HOUSTON, CARL $765.00 AMERICAN CLASSIC VOYAGES CO. 12084 HOUSTON, MARJORIE $765.00 AMERICAN CLASSIC VOYAGES CO. 793 HUDSON HIGHLANDS TRAVEL, INC. $2,047.28 NO DEBTOR CHOSEN 10601 HUGHS, VICTORIA $300.00 AMERICAN CLASSIC VOYAGES CO. 10057 HUNGERFORD, SHIRLEY $0.00 THE DELTA QUEEN STEAMBOAT CO. 10048 HUNTER, SHIRLEY $0.00 THE DELTA QUEEN STEAMBOAT CO. 10049 HUNTER, VIRGINIA $0.00 THE DELTA QUEEN STEAMBOAT CO.
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CLAIM ID CREDITOR NAME CLAIM AMT. DEBTOR(S) AGAINST WHOM CLAIM IS ASSERTED -------- ------------- ---------- ---------------------------------------- 10276 HUTCHINSON, BARBARA $ 275.00 AMERICAN CLASSIC VOYAGES CO. 9339 HUTCHINSON, DOROTHY $ 429.00 THE DELTA QUEEN STEAMBOAT CO. 10600 HUTCHWITH, JOCELYN $ 300.00 AMERICAN CLASSIC VOYAGES CO. 10599 HUTTO, GENE $ 429.00 AMERICAN CLASSIC VOYAGES CO. 10598 HUTTO, LAVERNE $ 429.00 AMERICAN CLASSIC VOYAGES CO. 4096 INTERNATIONAL TOURS & CRUISES $ 2,450.00 AMERICAN CLASSIC VOYAGES CO. 12339 INTERNATIONAL TRAVEL $ 1,000.00 AMERICAN CLASSIC VOYAGES CO. 6867 INTERVAL TRAVEL $11,274.44 AMCV CRUISE OPERATIONS, INC 8051 ISLANDS IN THE SUN CRUISES $22,185.00 MULTIPLE DEBTORS 10115 J A B TVL & CRUISE CENTER $ 2,760.44 AMERICAN CLASSIC VOYAGES CO. 8832 J A B TVL & CRUISE CENTER $19,875.30 MULTIPLE DEBTORS 10114 JAB TRAVEL & CRUISE $19,875.30 AMERICAN CLASSIC VOYAGES CO. 299 JAB TRAVEL & CRUISE $19,875.30 AMERICAN CLASSIC VOYAGES CO. 10749 JACOBS, DON $ 0.00 AMERICAN CLASSIC VOYAGES CO. 10748 JACOBS, EDITH $ 300.00 AMERICAN CLASSIC VOYAGES CO. 10494 JACOBY, NELD LEE $ 300.00 AMERICAN CLASSIC VOYAGES CO. 10437 JAN MAZZUCA TRAVEL $ 2,815.32 AMERICAN CLASSIC VOYAGES CO. 10632 JANICE M. SANFILIPPO $ 2,395.00 THE DELTA QUEEN STEAMBOAT CO. 12063 JEANES, JEAN $ 1,897.50 AMERICAN CLASSIC VOYAGES CO. 3092 JEMMOTT, CONRAD & MARY $ 2,579.28 AMERICAN CLASSIC VOYAGES CO. 4518 JENSEN, CLARENCE $ 0.00 AMERICAN CLASSIC VOYAGES CO. 12337 JENSEN, JANET $ 50.00 MULTIPLE DEBTORS 4519 JENSEN, LOUISE $ 0.00 AMERICAN CLASSIC VOYAGES CO. 4906 JERVIS, MONA $ 300.00 THE DELTA QUEEN STEAMBOAT CO. 4520 JESCHKE, BERDELL $ 0.00 AMERICAN CLASSIC VOYAGES CO. 4521 JESCHKE, MARILYN $ 0.00 AMERICAN CLASSIC VOYAGES CO. 10574 JESTICE, LINDA $ 300.00 AMERICAN CLASSIC VOYAGES CO. 11069 JETTE, GERALD $ 300.00 THE DELTA QUEEN STEAMBOAT CO. 11070 JETTE, LINDA $ 300.00 THE DELTA QUEEN STEAMBOAT CO. 9096 JOHNSON, LORIN $ 300.00 THE DELTA QUEEN STEAMBOAT CO. 4555 JOHNSON, DONALD $ 1,000.00 AMERICAN CLASSIC VOYAGES CO. 11925 JOHNSON, FRANCES $ 300.00 AMERICAN CLASSIC VOYAGES CO. 11953 JOHNSON, G.L. $ 300.00 AMERICAN CLASSIC VOYAGES CO. 4535 JOHNSON, GERALD $ 0.00 NO DEBTOR CHOSEN 10469 JOHNSON, HAROLD $ 429.00 AMERICAN CLASSIC VOYAGES CO. 11952 JOHNSON, JACKIE $ 300.00 AMERICAN CLASSIC VOYAGES CO. 4534 JOHNSON, JEAN $ 0.00 NO DEBTOR CHOSEN 4565 JOHNSON, JOAN $ 0.00 AMERICAN CLASSIC VOYAGES CO. 4536 JOHNSON, JUNE $ 0.00 NO DEBTOR CHOSEN 10542 JOHNSON, MARTHA $ 429.00 AMERICAN CLASSIC VOYAGES CO. 3500 JOHNSON, MELBA $ 300.00 AMERICAN CLASSIC VOYAGES CO. 7543 JOHNSON, MILDRED/UDSETH/GEORGE $ 647.00 NO DEBTOR CHOSEN 4537 JOHNSON, ORLEN $ 0.00 NO DEBTOR CHOSEN 3917 JOHNSON, RITA $ 400.00 AMERICAN CLASSIC VOYAGES CO. 10975 JOHNSON, THELMA $ 300.00 THE DELTA QUEEN STEAMBOAT CO. 7544 JOHNSON, TIM, ANNETTE, ERIK, KARI $ 527.40 NO DEBTOR CHOSEN 8763 JONAS, ROLAND & RUTH $ 3,428.60 THE DELTA QUEEN STEAMBOAT CO. 5302 JONES, ALBERT $ 4,608.00 THE DELTA QUEEN STEAMBOAT CO. 10492 JONES, CAROL $ 429.00 AMERICAN CLASSIC VOYAGES CO. 10493 JONES, HARRY $ 429.00 AMERICAN CLASSIC VOYAGES CO. 11956 JONES, MARGOT $ 300.00 AMERICAN CLASSIC VOYAGES CO. 9609 JONES, PATRICIA $ 300.00 AMERICAN CLASSIC VOYAGES CO.
AMERICAN CLASSIC VOYAGES CO 7/25/2002 Exhibit - D Page 17 of 31 CLAIM ID CREDITOR NAME CLAIM AMT DEBTOR(S) AGAINST WHOM CLAIM IS ASSERTED ---------------------------------------------------------------------------------------------------- 11881 JONES, ROSELEE $0.00 NO DEBTOR CHOSEN 10286 JONES, THERESA $1,870.00 AMERICAN CLASSIC VOYAGES CO. 10819 JORDAN, RILEY $390.00 THE DELTA QUEEN STEAMBOAT CO. 11091 JOURNEYS INC. $600.00 MULTIPLE DEBTORS 3930 JUDD, HERSCHEL $275.00 AMERICAN CLASSIC VOYAGES CO. 3931 JUDD, NANCY $275.00 AMERICAN CLASSIC VOYAGES CO. 4522 KAHL, DORIS $0.00 AMERICAN CLASSIC VOYAGES CO. 12341 KAMPEL, RONALD/KAMPEL, FRANCE $464.48 AMERICAN CLASSIC VOYAGES CO. 3355 KANE, MICHAEL $1,590.83 AMERICAN CLASSIC VOYAGES CO. 3357 KANE, VICTORIA $1,590.83 AMERICAN CLASSIC VOYAGES CO. 9846 KAPLAN, CLARA $2,506.50 THE DELTA QUEEN STEAMBOAT CO. 9847 KAPLAN, DONALD $2,506.50 THE DELTA QUEEN STEAMBOAT CO. 3349 KARCHES, BETTE $300.00 THE DELTA QUEEN STEAMBOAT CO. 3350 KARCHES, DONALD $300.00 THE DELTA QUEEN STEAMBOAT CO. 10304 KAREN KINER/NOBLE TV $898.00 NO DEBTOR CHOSEN 7553 KASSATKIN, YVONNE & ALEXEI $647.00 NO DEBTOR CHOSEN 8813 KAY, DAVID $300.00 MULTIPLE DEBTORS 8814 KAY, MARY BETH $300.00 MULTIPLE DEBTORS 2303 KENSINGER, MARY ELLEN $1,287.00 MULTIPLE DEBTORS 10284 KEPP, ELIZABETH $1,860.00 AMERICAN CLASSIC VOYAGES CO. 10283 KEPP, LOWELL $1,860.00 AMERICAN CLASSIC VOYAGES CO. 12336 KIBBEY, HARLOW $550.00 MULTIPLE DEBTORS 3907 KIBBONS, JOAN $275.00 AMERICAN CLASSIC VOYAGES CO. 2277 KINCAID, DORIS $429.00 AMERICAN CLASSIC VOYAGES CO. 3905 KINCHEN, SHIRLEY $275.00 AMERICAN CLASSIC VOYAGES CO. 8260 KIRBY, FRANK & DEBRA $3,245.20 AMERICAN CLASSIC VOYAGES CO. 10299 KIRBY, JUNE $300.00 AMERICAN CLASSIC VOYAGES CO. 10300 KIRBY, WALTER $300.00 AMERICAN CLASSIC VOYAGES CO. 8770 KLUG, CATHLENE & KEVIN $1,975.52 AMERICAN CLASSIC VOYAGES CO. 10442 KNUST, BURTON $3,230.00 THE DELTA QUEEN STEAMBOAT CO. 9331 KOBAYASHI TVL SVC LTD $20,000.00 AMCV CRUISE OPERATIONS, INC 6817 KOCO'S TOURS $34,743.58 MULTIPLE DEBTORS 10281 KOFFLIN M. NORENE $225.00 AMERICAN CLASSIC VOYAGES CO. 10562 KOLEFF, KATHY $300.00 AMERICAN CLASSIC VOYAGES CO. 9564 KONA HISTORICAL SOCIETY $5,842.20 AMERICAN CLASSIC VOYAGES CO. 6680 KORCZYNSKI, BETHIA JANE & $250.00 NO DEBTOR CHOSEN 10440 KRAWIEC, EDWARD $1,500.00 NO DEBTOR CHOSEN 10998 KREISA, JOSEPH $350.00 NO DEBTOR CHOSEN 3353 KROEGER, JANET $300.00 THE DELTA QUEEN STEAMBOAT CO. 3354 KROEGER, PAUL $300.00 THE DELTA QUEEN STEAMBOAT CO. 9819 KROELL, JOSEPH $600.00 AMERICAN CLASSIC VOYAGES CO. 11114 KRUCGER, DARLENE $300.00 AMERICAN CLASSIC VOYAGES CO. 9662 KRUGGER, EDMUND & JANET $4,126.74 AMERICAN CLASSIC VOYAGES CO. 10976 KRYSTEK, JULIA $300.00 THE DELTA QUEEN STEAMBOAT CO. 6678 KUBIAK, KATHY & ROGERS, CHARLOTTE $500.00 NO DEBTOR CHOSEN 7213 LABREE, FREDERICK & JEANNE $930.00 DELTA QUEEN COASTAL VOYAGES, L.L.C. 7212 LABREE FREDERICK & JEANNE $850.00 THE DELTA QUEEN STEAMBOAT CO. 2203 LADERA TRAVEL SERVICE INC $400.00 AMERICAN CLASSIC VOYAGES CO. 10036 LAGASSE, EUGENE $0.00 THE DELTA QUEEN STEAMBOAT CO. 10035 LAGASSE, PATRICIA $0.00 THE DELTA QUEEN STEAMBOAT CO. 11035 LAKESHORE TVL SVC INC $858.00 AMERICAN CLASSIC VOYAGES CO. 11033 LAKESHORE TVL SVC INC $858.00 AMERICAN CLASSIC VOYAGES CO.
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CLAIM ID CREDITOR NAME CLAIM AMT DEBTOR(S) AGAINST WHOM CLAIM IS ASSERTED --------------------------------------------------------------------------------------------------------- 10495 LAND, SUE $300.00 AMERICAN CLASSIC VOYAGES CO. 4698 LANDMARK CRUISES $600.00 AMERICAN CLASSIC VOYAGES CO. 10058 LARSON (ESCORT), ROGER $0.00 THE DELTA QUEEN STEAMBOAT CO. 12086 LE PAGE, FREDA $865.00 AMERICAN CLASSIC VOYAGES CO. 12085 LE PAGE, JOHN $865.00 AMERICAN CLASSIC VOYAGES CO. 11948 LEE, AMY $300.00 AMERICAN CLASSIC VOYAGES CO. 3915 LEE, CHRISTY $400.00 AMERICAN CLASSIC VOYAGES CO. 3913 LEE, GENEVA $400.00 AMERICAN CLASSIC VOYAGES CO. 11949 LEE, STAN $300.00 AMERICAN CLASSIC VOYAGES CO. 12485 LEGLER, BETTY JANE $429.00 THE DELTA QUEEN STEAMBOAT CO. 10497 LEHMAN, JANICE $300.00 AMERICAN CLASSIC VOYAGES CO. 10496 LEHMAN, ROBERT $300.00 AMERICAN CLASSIC VOYAGES CO. 3062 LENZNER TOUR AND TRAVEL $18,472.00 AMERICAN CLASSIC VOYAGES CO. 4895 LET'S ALL TRAVEL $331.40 AMERICAN CLASSIC VOYAGES CO. 11185 LEWIS, DONITA $3,480.30 MULTIPLE DEBTORS 11917 LIBERTA, CARMELA $300.00 AMERICAN CLASSIC VOYAGES CO. 9808 LIBERTY TRAVEL, INC. $76,592.46 NO DEBTOR CHOSEN 11586 LINCH'S TRAVEL AGENCY $300.00 MULTIPLE DEBTORS 11585 LINCH'S TRAVEL AGENCY $300.00 THE DELTA QUEEN STEAMBOAT CO. 6677 LIND, EDNA $368.00 NO DEBTOR CHOSEN 4566 LINDEN, MARTY $600.00 AMERICAN CLASSIC VOYAGES CO. 10498 LINDERMAN, RUBY $300.00 AMERICAN CLASSIC VOYAGES CO. 10052 LINDQUIST, TRACI $0.00 THE DELTA QUEEN STEAMBOAT CO. 11899 LIPINSKI, ELAINE $300.00 AMERICAN CLASSIC VOYAGES CO. 4560 LODWICK, MARJORIE $0.00 AMERICAN CLASSIC VOYAGES CO. 12072 LOGAN, NANCY $865.00 AMERICAN CLASSIC VOYAGES CO. 11943 LONG, DORRIS $300.00 AMERICAN CLASSIC VOYAGES CO. 10499 LONG, JANE $300.00 AMERICAN CLASSIC VOYAGES CO. 10500 LOOKER, GARY $300.00 AMERICAN CLASSIC VOYAGES CO. 10501 LOOKER, TERESA $300.00 AMERICAN CLASSIC VOYAGES CO. 10441 LORD, RICHARD $6,104.00 CAPE MAY LIGHT, L.L.C. 1842 LOVE, ANDREW $1,258.00 GREAT HAWAIIAN PROPERTIES CORPORATION 11950 LOWE, JEANNE $300.00 AMERICAN CLASSIC VOYAGES CO. 10997 LOZANO, RUTH $350.00 NO DEBTOR CHOSEN 9165 LUDLOW TRAVEL SER $2,000.00 NO DEBTOR CHOSEN 6369 LUDLOW TRAVEL SERVICE INC CWT $600.00 AMERICAN CLASSIC VOYAGES CO. 3498 LUDWIG, KARLHEINZ $600.00 THE DELTA QUEEN STEAMBOAT CO. 10999 LUPO, MONA $350.00 NO DEBTOR CHOSEN 6741 LYONS, JEAN $2,404.45 AMERICAN CLASSIC VOYAGES CO. 11384 M K TVL AND TOURS INC $0.00 NO DEBTOR CHOSEN 9863 MACIE, JEAN $974.37 AMERICAN CLASSIC VOYAGES CO. 12645 MACVEAGH, ANN $429.00 AMERICAN CLASSIC VOYAGES CO. 11000 MADRIGAL, MICAELA $350.00 NO DEBTOR CHOSEN 2396 MAGNUM TRAVEL, INC $2,020.00 MULTIPLE DEBTORS 6673 MAGNUSON, DAVID & CARYN $500.00 NO DEBTOR CHOSEN 9890 MAJESTIC CRUISES INC $800.00 AMERICAN CLASSIC VOYAGES CO. 9900 MALACHI INTERNATIONAL TRAVEL $5,600.00 AMERICAN CLASSIC VOYAGES CO. 4561 MALLONEE, JEAN $0.00 AMERICAN CLASSIC VOYAGES CO. 10038 MANGANO, BARBARA JEAN $0.00 THE DELTA QUEEN STEAMBOAT CO. 4532 MARKGRAF, ELIZABETH $0.00 NO DEBTOR CHOSEN 4533 MARKGRAF, LEON $0.00 NO DEBTOR CHOSEN 3493 MARROW, WHITNEE $300.00 AMERICAN CLASSIC VOYAGES CO.
AMERICAN CLASSIC VOYAGES CO 7/25/2002 Exhibit - D Page 19 of 31
CLAIM ID CREDITOR NAME CLAIM AMT DEBTOR(S) AGAINST WHOM CLAIM IS ASSERTED ----------------------------------------------------------------------------------------------- 12486 MARSH, MILLARD & VICKY $858.00 THE DELTA QUEEN STEAMBOAT CO. 10037 MARTEL, LILLIAN $0.00 THE DELTA QUEEN STEAMBOAT CO. 12594 MARTIN TRAVEL INC $543.30 AMERICAN HAWAII PROPERTIES CORPORATION 12593 MARTIN TRAVEL INC $900.00 THE DELTA QUEEN STEAMBOAT CO. 11113 MARTIN, CHARLOTTE $300.00 AMERICAN CLASSIC VOYAGES CO. 12361 MARTIN, GLYN & THERESA $600.00 AMERICAN CLASSIC VOYAGES CO. 5739 MARTIN, MARY LOU $275.00 AMERICAN CLASSIC VOYAGES CO. 6742 MARTIN, PAUL $2,274.87 AMERICAN CLASSIC VOYAGES CO. 12549 MARTINEZ DEL CAMPO, JUAN $600.00 AMERICAN CLASSIC VOYAGES CO. 10985 MARTINEZ E $6,750.00 NO DEBTOR CHOSEN 10984 MARTINEZ E $6,750.00 NO DEBTOR CHOSEN 11112 MARTINO, BARBARA $300.00 AMERICAN CLASSIC VOYAGES CO. 11111 MARTINO, WILLIAM $300.00 AMERICAN CLASSIC VOYAGES CO. 2275 MARY BROUSSARD TOURS INC $429.00 AMERICAN CLASSIC VOYAGES CO. 11100 MATHIS, JO ELLEN $300.00 AMERICAN CLASSIC VOYAGES CO. 11101 MATHIS, MARVIN $300.00 AMERICAN CLASSIC VOYAGES CO. 11951 MAU, ALLEN $300.00 AMERICAN CLASSIC VOYAGES CO. 8134 MAUKA MAKAI EXCURSIONS, INC. $3,905.98 AMERICAN CLASSIC VOYAGES CO. 9856 MAYFIELD, SANDRA $2,678.00 THE DELTA QUEEN STEAMBOAT CO. 10426 MCCARTHY, LUCILLE $1,179.00 THE DELTA QUEEN STEAMBOAT CO. 11102 MCCARTY, ADRIAN $300.00 AMERICAN CLASSIC VOYAGES CO. 11103 MCCARTY, JUDITH $300.00 AMERICAN CLASSIC VOYAGES CO. 7065 MCCURDY TRAVEL INC $300.00 AMERICAN CLASSIC VOYAGES CO. 11104 MCDOUGALL, MARY ELIZABETH $300.00 AMERICAN CLASSIC VOYAGES CO. 11105 MCDOUGALL, THOMAS $300.00 AMERICAN CLASSIC VOYAGES CO. 11106 MCDUFFY, MARGARET $300.00 AMERICAN CLASSIC VOYAGES CO. 12033 MCGEE, DOROTHY $419.00 AMERICAN CLASSIC VOYAGES CO. 6492 MCGOLDERICK, BERNADETTE $2,035.00 AMERICAN CLASSIC VOYAGES CO. 6490 MCGOLDERICK, RICHARD $2,035.00 AMERICAN CLASSIC VOYAGES CO. 11898 MCKERNANA, PATTI $300.00 AMERICAN CLASSIC VOYAGES CO. 10814 MCLEOD, BETTY $2,750.00 THE DELTA QUEEN STEAMBOAT CO. 10813 MCLEOD, MAX $850.00 THE DELTA QUEEN STEAMBOAT CO. 11121 MEADOWS, JANE $300.00 AMERICAN CLASSIC VOYAGES CO. 11122 MEADOWS, WAYNE $300.00 AMERICAN CLASSIC VOYAGES CO. 11108 MEISTER, LORETTA $429.00 AMERICAN CLASSIC VOYAGES CO. 11107 MEISTER, PATRICIA $429.00 AMERICAN CLASSIC VOYAGES CO. 12359 MELZER, GREG $1,105.75 AMERICAN CLASSIC VOYAGES CO. 4472 MEMORIES TRAVEL $100.00 NO DEBTOR CHOSEN 10698 MENDEZ, ESTAVEN $130.23 NO DEBTOR CHOSEN 10696 MENDEZ, ROBERT $419.77 NO DEBTOR CHOSEN 10697 MENDEZ, WILLIAM $130.23 NO DEBTOR CHOSEN 10692 MENDEZ, YOLANDA $419.77 NO DEBTOR CHOSEN 12484 MEYER, MARGARET $429.00 THE DELTA QUEEN STEAMBOAT CO. 11109 MICHALOVICH, MARGARET $300.00 AMERICAN CLASSIC VOYAGES CO. 9661 MIDWEST AUTO CLUBS, INC $44,708.00 NO DEBTOR CHOSEN 4872 MILLER, ANNON $300.00 THE DELTA QUEEN STEAMBOAT CO. 6992 MILLER, DIXIE $916.06 AMERICAN CLASSIC VOYAGES CO. 4562 MILLER, DONNA $0.00 AMERICAN CLASSIC VOYAGES CO. 4871 MILLER, IONA $300.00 THE DELTA QUEEN STEAMBOAT CO. 11110 MILLER, LINDA $300.00 AMERICAN CLASSIC VOYAGES CO. 11118 MILLER, RICHARD $300.00 AMERICAN CLASSIC VOYAGES CO. 6754 MIRACLE DOUG $1,000.00 AMERICAN CLASSIC VOYAGES CO.
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CLAIM ID CREDITOR NAME CLAIM AMT DEBTOR(S) AGAINST WHOM CLAIM IS ASSERTED ---------------------------------------------------------------------------------------------------------- 12097 MLCAK, MARY $1,442.50 AMERICAN CLASSIC VOYAGES CO. 11119 MOEHRING, PATRICIA $300.00 AMERICAN CLASSIC VOYAGES CO. 12098 MOFFITT, BETTY $1,442.50 AMERICAN CLASSIC VOYAGES CO. 12099 MOFFITT, J.D. $1,442.50 AMERICAN CLASSIC VOYAGES CO. 8958 MONAHAN, ERNIE $858.00 AMERICAN CLASSIC VOYAGES CO. 4911 MONAHON, CORRINE $300.00 THE DELTA QUEEN STEAMBOAT CO. 10631 MONARCH TRAVEL AND CRUISES $400.00 AMERICAN CLASSIC VOYAGES CO. 10909 MONTROSE TRAVEL SERVICE $7,433.30 THE DELTA QUEEN STEAMBOAT CO. 12232 MOORE MARVIN & MARILY $750.00 THE DELTA QUEEN STEAMBOAT CO. 11120 MOORE, HAROLD $300.00 AMERICAN CLASSIC VOYAGES CO. 10462 MOORE, JUANITA $300.00 AMERICAN CLASSIC VOYAGES CO. 10463 MORGAN, JUDY $300.00 AMERICAN CLASSIC VOYAGES CO. 10464 MORGAN, RALPH $300.00 AMERICAN CLASSIC VOYAGES CO. 11877 MORRIS, ASTRID $0.00 NO DEBTOR CHOSEN 11879 MORRIS, GARRETT $0.00 NO DEBTOR CHOSEN 11880 MORRIS, PATTI $0.00 NO DEBTOR CHOSEN 5303 MORRIS, SHAYNE $5,057.67 AMERICAN CLASSIC VOYAGES CO. 12051 MORRISON DONITA $865.00 AMERICAN CLASSIC VOYAGES CO. 10044 MORRISON, MARIANNE $0.00 THE DELTA QUEEN STEAMBOAT CO. 12052 MORRISON, TEX $865.00 AMERICAN CLASSIC VOYAGES CO. 12673 MOUNT KISCO TRAVEL $400.96 NO DEBTOR CHOSEN 10465 MRAZ, LOUISE $729.00 AMERICAN CLASSIC VOYAGES CO. 9857 MUKUNO, JOYCE $2,678.00 THE DELTA QUEEN STEAMBOAT CO. 9321 MULLEN, NORMA $429.00 AMCV CRUISE OPERATIONS, INC 12665 MULLEN, WILLIAM $429.00 AMCV CRUISE OPERATIONS, INC 10466 MYERS, BETH $300.00 AMERICAN CLASSIC VOYAGES CO. 10180 MYERS, CYNTHIA $832.29 AMERICAN CLASSIC VOYAGES CO. 10179 MYERS, JOHNIE $832.29 AMERICAN CLASSIC VOYAGES CO. 2455 NAGEOTTE, BARBARA $429.00 AMERICAN CLASSIC VOYAGES CO. 11893 NALE, DARLENE $300.00 AMERICAN CLASSIC VOYAGES CO. 11894 NALE, ROLAND $300.00 AMERICAN CLASSIC VOYAGES CO. 9329 NEAL, JACK $429.00 AMCV CRUISE OPERATIONS, INC 9330 NEAL, NANCY $429.00 AMCV CRUISE OPERATIONS, INC 11960 NELSON, AARON $300.00 AMERICAN CLASSIC VOYAGES CO. 7552 NELSON, CHARLES & SHIRLEY $572.00 NO DEBTOR CHOSEN 11958 NELSON, DARLENE $300.00 AMERICAN CLASSIC VOYAGES CO. 11426 NELSON, GLORIA $1,903.70 AMCV CRUISE OPERATIONS, INC 5733 NESTOR, PAULINE $404.00 AMERICAN CLASSIC VOYAGES CO. 6491 NEW MILFORD TRAVEL $4,070.00 NO DEBTOR CHOSEN 10489 NEWTON, KEN $300.00 AMERICAN CLASSIC VOYAGES CO. 10490 NEWTON, NETA $300.00 AMERICAN CLASSIC VOYAGES CO. 10491 NOBLE, JERRY PAUL $300.00 AMERICAN CLASSIC VOYAGES CO. 10513 NOBLE, SIERRAH SUE $300.00 AMERICAN CLASSIC VOYAGES CO. 4564 NORGARD, JANET $0.00 AMERICAN CLASSIC VOYAGES CO. 8129 NORMAN, ROBERT $4,422.56 AMCV CRUISE OPERATIONS, INC 6888 NORTHSIDE TRAVEL $45,087.36 MULTIPLE DEBTORS 12357 NOTTINGHAM, PATRICIA $1,624.00 AMERICAN CLASSIC VOYAGES CO. 12355 NOTTINGHAM, PHILLIP $1,624.00 AMERICAN CLASSIC VOYAGES CO. 9797 OAKDALE TRAVEL CENTER 1343 $2,073.48 AMERICAN CLASSIC VOYAGES CO. 6912 O'CONNELL, LAURANIA $6,749.27 NO DEBTOR CHOSEN 9862 ODDO, MARIE $884.37 AMERICAN CLASSIC VOYAGES CO. 3644 ODYSSEY TRAVEL $414.58 AMERICAN CLASSIC VOYAGES CO.
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CLAIM ID CREDITOR NAME CLAIM AMT. DEBTOR(S) AGAINST WHOM CLAIM IS ASSERTED ------------------------------------------------------------------------------------------------------ 483 ODYSSEY TRAVEL $4,200.00 NO DEBTOR CHOSEN 9139 ODYSSEY TRAVEL $21,391.63 AMERICAN CLASSIC VOYAGES CO. 9076 OGBORNE, CARL $2,143.50 THE DELTA QUEEN STEAMBOAT CO. 6105 OLD REPUBLIC INSURANCE CO. $400.00 NO DEBTOR CHOSEN 6104 OLD REPUBLIC INSURANCE CO. $800.00 NO DEBTOR CHOSEN 6100 OLD REPUBLIC INSURANCE CO. $1,289.56 NO DEBTOR CHOSEN 5304 OLSON, CLIFFORD $5,217.04 AMERICAN CLASSIC VOYAGES CO. 3722 OMAHA TOTAL TRAVEL, INC. $400.00 AMERICAN CLASSIC VOYAGES CO. 7036 OMNI GUIDED TOURS $1,347.00 AMERICAN CLASSIC VOYAGES CO. 11137 ON THE GO TRAVEL, LLC $3,500.00 AMERICAN CLASSIC VOYAGES CO. 9844 ORCHID, LELAND $1,999.00 THE DELTA QUEEN STEAMBOAT CO. 4446 ORLEANS TRAVEL BUREAU, INC $9,854.00 DELTA QUEEN COASTAL VOYAGES, L.L.C. 11125 OSBORN, NONNIE $300.00 AMERICAN CLASSIC VOYAGES CO. 3014 OVESON, CHANDLER $72.68 NO DEBTOR CHOSEN 3011 OVESON, CHRISTOPHER $1,977.79 NO DEBTOR CHOSEN 3009 OVESON, VIOLET $1,977.79 NO DEBTOR CHOSEN 10453 OWASSO TRAVEL SERVICE $8,570.00 THE DELTA QUEEN STEAMBOAT CO. 4506 OZBURN, MARJORIE $3,003.00 AMERICAN CLASSIC VOYAGES CO. 3910 PALOMEQUE, DOROTHY $200.00 AMERICAN CLASSIC VOYAGES CO. 11124 PARKER, BARBARA $300.00 AMERICAN CLASSIC VOYAGES CO. 10917 PARRETT, FLOY $425.00 THE DELTA QUEEN STEAMBOAT CO. 10918 PARRETT, HOMER $425.00 THE DELTA QUEEN STEAMBOAT CO. 5712 PASCAL, DEBRA $404.00 AMERICAN CLASSIC VOYAGES CO. 6266 PASSAGEWAY TRAVEL CWT $2,217.76 AMERICAN CLASSIC VOYAGES CO. 2452 PAT DENNIS TOURS $17,125.00 THE DELTA QUEEN STEAMBOAT CO. 10285 PAUL, EVELYN $1,870.00 AMERICAN CLASSIC VOYAGES CO. 11123 PAULEY, HOWARD $429.00 AMERICAN CLASSIC VOYAGES CO. 10623 PAULEY, SUE $429.00 AMERICAN CLASSIC VOYAGES CO. 8283 PEARL TRAVEL $2,610.00 AMERICAN CLASSIC VOYAGES CO. 6670 PESHAK, MARGARET & THEODORE $831.00 NO DEBTOR CHOSEN 11257 PETER VOLL ASSOCIATES D/B/A PVA TVL $43,200.00 AMCV CRUISE OPERATIONS, INC. 11256 PETER VOLL ASSOCIATES D/B/A PVA TVL $43,200.00 AMCV CRUISE OPERATIONS, INC. 9824 PETERS, DONALD $600.00 AMERICAN CLASSIC VOYAGES CO. 4523 PETERSEN, ARNOLD $0.00 AMERICAN CLASSIC VOYAGES CO. 7007 PETERSEN, DARLENE $930.00 DELTA QUEEN COASTAL VOYAGES, L.L.C. 4552 PETERSEN, GAYLE $0.00 AMERICAN CLASSIC VOYAGES CO. 4554 PETERSEN, LORETTA $0.00 AMERICAN CLASSIC VOYAGES CO. 4553 PETERSEN, SHARON $0.00 AMERICAN CLASSIC VOYAGES CO. 894 PETKER TOURS, INC. $850.00 AMERICAN CLASSIC VOYAGES CO. 12434 PETRY TRAVEL AGENCY, INC. $3,680.00 AMERICAN CLASSIC VOYAGES CO. 12023 PETRY TRAVEL AGENCY, INC. $3,680.00 AMERICAN CLASSIC VOYAGES CO. 12627 PHILADELPHIA TELCO $600.00 MULTIPLE DEBTORS 2709 PHILLIPS, DOLORES S $3,140.00 THE DELTA QUEEN STEAMBOAT CO. 12342 PHILLIPS, LYNN $635.63 THE DELTA QUEEN STEAMBOAT CO. 7551 PHILP, DAVID $572.00 NO DEBTOR CHOSEN 10817 PHINIZY, ROBERT $858.00 THE DELTA QUEEN STEAMBOAT CO. 11855 PICKARD, GARY $600.00 THE DELTA QUEEN STEAMBOAT CO. 9792 PICKARD TRAVEL SERVICES, INC $300.00 THE DELTA QUEEN STEAMBOAT CO. 2326 PICKARD TRAVEL SERVICES, INC $900.00 MULTIPLE DEBTORS 8313 PICKARD TVL SVC INC $25.00 THE DELTA QUEEN STEAMBOAT CO. 8312 PICKARD TVL SVC INC $600.00 THE DELTA QUEEN STEAMBOAT CO. 4545 PIECHOWSKI, MARTHA $2,307.32 AMERICAN CLASSIC VOYAGES CO.
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CLAIM ID CREDITOR NAME CLAIM AMT DEBTOR(S) AGAINST WHOM CLAIM IS ASSERTED ____________________________________________________________________________________________________________________________ 6810 PIEDMONT TRAVEL $350.00 THE DELTA QUEEN STEAMBOAT CO. 4159 PILGRIM TRS AND TVL, INC $500.00 AMERICAN CLASSIC VOYAGES CO. 4158 PILGRIM TRS AND TVL, INC $500.00 AMERICAN CLASSIC VOYAGES CO. 4157 PILGRIM TRS AND TVL, INC $350.00 AMERICAN CLASSIC VOYAGES CO. 4156 PILGRIM TRS AND TVL, INC $350.00 AMERICAN CLASSIC VOYAGES CO. 4155 PILGRIM TRS AND TVL, INC $350.00 AMERICAN CLASSIC VOYAGES CO. 10622 PINKERTON, BETIS $300.00 AMERICAN CLASSIC VOYAGES CO. 10621 PINKERTON, GLEN $300.00 AMERICAN CLASSIC VOYAGES CO. 1869 PINNACLE TOURS, INC $900.00 AMERICAN CLASSIC VOYAGES CO. 12069 PIONEER TOUR & TRAVEL $35,126.88 AMERICAN CLASSIC VOYAGES CO. 12101 PIONEER TOUR & TRAVEL $24,323.00 AMERICAN CLASSIC VOYAGES CO. 10620 PIPER, SHIRLEY $300.00 AMERICAN CLASSIC VOYAGES CO. 740 PML TRAVEL & TOURS $15,600.00 AMERICAN CLASSIC VOYAGES CO. 11944 POOL, ARLENE $300.00 AMERICAN CLASSIC VOYAGES CO. 11945 POOL, BOB $300.00 AMERICAN CLASSIC VOYAGES CO. 10302 PORTER, MARGARET $400.00 AMERICAN CLASSIC VOYAGES CO. 10454 PORTER, PAT $300.00 AMERICAN CLASSIC VOYAGES CO. 10301 PORTER, ROBERT $400.00 AMERICAN CLASSIC VOYAGES CO. 1815 PORTFOLIO TRAVEL INC $1,000.00 MULTIPLE DEBTORS 10274 POSNIAK, HELEN $2,325.00 AMERICAN CLASSIC VOYAGES CO. 10619 POWELL, DAISY $300.00 AMERICAN CLASSIC VOYAGES CO. 10618 POWELL, RALPH $300.00 AMERICAN CLASSIC VOYAGES CO. 8430 PRESZLER, HERBERT $3,601.56 AMERICAN CLASSIC VOYAGES CO. 9671 PREUSS, GABRIELA $2,780.00 THE DELTA QUEEN STEAMBOAT CO. 9678 PREUSS, LISA $2,994.00 THE DELTA QUEEN STEAMBOAT CO. 9677 PREUSS, OLIVER $2,994.00 THE DELTA QUEEN STEAMBOAT CO. 9672 PREUSS, STEFAN $2,780.00 THE DELTA QUEEN STEAMBOAT CO. 9667 PREUSS, ULRIKE $3,369.00 THE DELTA QUEEN STEAMBOAT CO. 1833 PRICE, LAURENCE $275.00 MULTIPLE DEBTORS 6763 PRIME TIME TRAVEL $2,388.00 AMERICAN CLASSIC VOYAGES CO. 10617 PRINCE, JUANITA $429.00 AMERICAN CLASSIC VOYAGES CO. 4502 PROPERT, JOHN $3,370.00 AMERICAN CLASSIC VOYAGES CO. 5026 PRY, MICHAEL $2,799.88 AMERICAN CLASSIC VOYAGES CO. 6746 PULLARA, ROSA $0.00 AMERICAN CLASSIC VOYAGES CO. 11916 PURVIANCE, MARILYN $300.00 AMERICAN CLASSIC VOYAGES CO. 11915 PURVIANCE, NORM $300.00 AMERICAN CLASSIC VOYAGES CO. 10481 PYLEON, HELEN $300.00 AMERICAN CLASSIC VOYAGES CO. 10616 PYLES, CONNIE $300.00 AMERICAN CLASSIC VOYAGES CO. 10480 PYLES, MAXINE $300.00 AMERICAN CLASSIC VOYAGES CO. 4873 RADISH, JEAN $300.00 THE DELTA QUEEN STEAMBOAT CO. 4874 RADISH, JOAN $300.00 THE DELTA QUEEN STEAMBOAT CO. 12353 RAEBHAHN, DOROTHY $1,624.00 AMERICAN CLASSIC VOYAGES CO. 554 RAINBOW TRAVEL SERVICE INC $1,150.00 AMERICAN CLASSIC VOYAGES CO. 11900 RAMIREZ, TONI $300.00 AMERICAN CLASSIC VOYAGES CO. 12078 RAY, C.K. $1,096.00 AMERICAN CLASSIC VOYAGES CO. 585 RAYMAN, ROXANNE $800.00 AMERICAN CLASSIC VOYAGES CO. 3489 REA, MELINDA $300.00 AMERICAN CLASSIC VOYAGES CO. 3490 REA, WANDA $300.00 AMERICAN CLASSIC VOYAGES CO. 298 READER TRAVEL GROUP $1,000.00 AMERICAN CLASSIC VOYAGES CO. 2175 REED, CHARLENE $600.00 AMERICAN CLASSIC VOYAGES CO. 10669 REED, JAMES $100.00 NO DEBTOR CHOSEN 10149 REED, JAMES $1,672.29 AMERICAN CLASSIC VOYAGES CO.
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CLAIM ID CREDITOR NAME CLAIM AMT DEBTOR(S) AGAINST WHOM CLAIM IS ASSERTED ---------------------------------------------------------------------------------------------------------- 2202 REED, NATHAN $600.00 AMERICAN CLASSIC VOYAGES CO. 10670 REED, OUIDA $100.00 NO DEBTOR CHOSEN 10151 REED, ROBERTA $1,672.29 AMERICAN CLASSIC VOYAGES CO. 10668 REED, SCOTT $100.00 NO DEBTOR CHOSEN 2176 REED, STANLEY $600.00 AMERICAN CLASSIC VOYAGES CO. 10451 REESE, DWIGHT $4,899.04 AMERICAN CLASSIC VOYAGES CO. 4547 REGAN, ROBERT $600.00 AMERICAN CLASSIC VOYAGES CO. 4551 REINIG, EDWARD $0.00 AMERICAN CLASSIC VOYAGES CO. 4550 REINIG, ELIZABETH $0.00 AMERICAN CLASSIC VOYAGES CO. 7093 REYNOLDS (ESCORT), DOROTHY $605.67 THE DELTA QUEEN STEAMBOAT CO. 9603 RHODEN, ELIZABETH $300.00 AMERICAN CLASSIC VOYAGES CO. 5331 RHYNE, ROBERT $4,501.70 AMERICAN CLASSIC VOYAGES CO. 12616 RICCA, LEON $3,503.20 AMERICAN CLASSIC VOYAGES CO. 8960 RICCA, PATRICIA $3,503.20 AMERICAN CLASSIC VOYAGES CO. 12488 RICE, CAROLYN & DONALD $600.00 THE DELTA QUEEN STEAMBOAT CO. 10039 RICE, HELEN $0.00 THE DELTA QUEEN STEAMBOAT CO. 10040 RICE, PAUL $0.00 THE DELTA QUEEN STEAMBOAT CO. 2919 RICHARD'S WORLD OF TVL INC $800.00 AMERICAN CLASSIC VOYAGES CO. 4164 RICHTER, SUSAN $300.00 AMERICAN CLASSIC VOYAGES CO. 10175 RIDER, NANCY $1,561.45 AMERICAN CLASSIC VOYAGES CO. 3028 RIDERWOO ROVERS TRAVEL CLUB $9,300.00 AMERICAN CLASSIC VOYAGES CO. 11876 RIGLER, MARGARET $0.00 NO DEBTOR CHOSEN 5696 RITCHEY, JACQUELINE $4,460.00 THE DELTA QUEEN STEAMBOAT CO. 4213 RIVERSIDE TVL SERVICES $1,676.00 THE DELTA QUEEN STEAMBOAT CO. 3527 ROADRUNNER TRAVEL, INC $1,162.80 AMERICAN CLASSIC VOYAGES CO. 4868 ROBB, ANDREW $300.00 THE DELTA QUEEN STEAMBOAT CO. 4867 ROBB, UNALEA $300.00 THE DELTA QUEEN STEAMBOAT CO. 10479 ROBERTS, JAN $300.00 AMERICAN CLASSIC VOYAGES CO. 11924 ROBERTSON, SHIRLEY $300.00 AMERICAN CLASSIC VOYAGES CO. 2133 ROBINSON, CYNTHIA $286.00 NO DEBTOR CHOSEN 2134 ROBINSON, PATRICIA $286.00 NO DEBTOR CHOSEN 2132 ROBINSON, RICHARD $286.00 NO DEBTOR CHOSEN 11679 ROCHECK RITA $600.00 AMERICAN CLASSIC VOYAGES CO. 101 ROCKLAND TRAVEL BUREAU $4,300.00 AMERICAN CLASSIC VOYAGES CO. 5690 RODEN, JAMES EARL & NORMA $701.00 NO DEBTOR CHOSEN 1170 RODRIGUEZ, TAURINO $3,479.74 AMERICAN CLASSIC VOYAGES CO. 12066 ROGERS, KAY $1,442.50 AMERICAN CLASSIC VOYAGES CO. 6988 ROHR, FRED $12,286.32 AMERICAN CLASSIC VOYAGES CO. 3352 ROLFES, JAMES $300.00 THE DELTA QUEEN STEAMBOAT CO. 3351 ROLFES, PAULINE $300.00 THE DELTA QUEEN STEAMBOAT CO. 11002 ROLLER, ELIANE $350.00 NO DEBTOR CHOSEN 10682 ROOS, LISA $100.00 NO DEBTOR CHOSEN 10683 ROOS, LORI $100.00 NO DEBTOR CHOSEN 10686 ROOS, LYNETTE $100.00 NO DEBTOR CHOSEN 10667 ROOS, RALPH $100.00 NO DEBTOR CHOSEN 10685 ROOS, TIMOTHY $100.00 NO DEBTOR CHOSEN 2055 ROSEBOROUGH TRAVEL $600.00 DELTA QUEEN COASTAL VOYAGES, L.L.C. 2090 ROSEBROUGH TRAVEL $850.00 AMERICAN CLASSIC VOYAGES CO. 2091 ROSENBOROUGH TVL AGCY INC $900.00 THE DELTA QUEEN STEAMBOAT CO. 6679 ROSS, MCGRAW $500.00 NO DEBTOR CHOSEN 10427 ROWAND, PRISCILLA $2,738.00 THE DELTA QUEEN STEAMBOAT CO. 11001 ROWE, JOHN $350.00 NO DEBTOR CHOSEN
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CLAIM ID CREDITOR NAME CLAIM AMT DEBTOR(S) AGAINST WHOM CLAIM IS ASSERTED -------------------------------------------------------------------------------------------------------- 11003 ROWE, LUCILLE $350.00 NO DEBTOR CHOSEN 2105 ROYAL TOURS INC $1,200.00 AMERICAN CLASSIC VOYAGES CO. 10055 RUFF, LINDA $0.00 THE DELTA QUEEN STEAMBOAT CO. 4556 RUSHTON, CHRISTOPHER $600.00 AMERICAN CLASSIC VOYAGES CO. 12698 RUSLER, BRIAN $1,221.70 AMERICAN CLASSIC VOYAGES CO. 11084 RUSLER, VERNA $1,221.70 AMERICAN CLASSIC VOYAGES CO. 12363 RUST, ARDES $600.00 THE DELTA QUEEN STEAMBOAT CO. 4214 RUTZ, HENRY $429.00 AMERICAN CLASSIC VOYAGES CO. 12592 RYAN, RONALD & DOLORES $850.00 THE DELTA QUEEN STEAMBOAT CO. 10478 SADLER, CONNIE $300.00 AMERICAN CLASSIC VOYAGES CO. 4546 SADOWSKI, FABIAN $600.00 AMERICAN CLASSIC VOYAGES CO. 2027 SAGA INTERNATIONAL HOLIDAYS LTD $21,987.31 THE DELTA QUEEN STEAMBOAT CO. 10994 SANCHEZ, SOPHIA $350.00 NO DEBTOR CHOSEN 11068 SANDERS, DORIS $300.00 THE DELTA QUEEN STEAMBOAT CO. 2973 SANDYS GET AWAY TVL $1,600.00 AMERICAN CLASSIC VOYAGES CO. 2696 SCANTLEBURY, JOAN $429.00 AMERICAN CLASSIC VOYAGES CO. 533 SCARBERRY, LARRY & GLORIA $4,187.72 AMERICAN CLASSIC VOYAGES CO. 10675 SCHALLBERGER, JEANNE $100.00 NO DEBTOR CHOSEN 10681 SCHALLBERGER, JOHN $100.00 NO DEBTOR CHOSEN 10680 SCHALLBERGER, JOSEPH $100.00 NO DEBTOR CHOSEN 10684 SCHALLBERGER, MARIE $100.00 NO DEBTOR CHOSEN 10679 SCHALLBERGER, TRACY $100.00 NO DEBTOR CHOSEN 4912 SCHELL, JEAN $300.00 THE DELTA QUEEN STEAMBOAT CO. 10660 SCHLOSSER, LINDA $300.00 AMERICAN CLASSIC VOYAGES CO. 10610 SCHLOSSER, WILLIAM $300.00 AMERICAN CLASSIC VOYAGES CO. 7554 SCHMIDT, RONALD & LYNDA $647.00 NO DEBTOR CHOSEN 2536 SCHNEIDER, HERBERT $195.00 AMERICAN CLASSIC VOYAGES CO. 9852 SCHNEIDER, LORENA $244.00 THE DELTA QUEEN STEAMBOAT CO. 2537 SCHNEIDER, RUTH $195.00 AMERICAN CLASSIC VOYAGES CO. 4503 SCHROEDER, ANN $1,200.00 AMERICAN CLASSIC VOYAGES CO. 4875 SCHULTHEIS, HALENE $300.00 THE DELTA QUEEN STEAMBOAT CO. 4238 SCHULTZ, CHRIS ELLEN $400.00 AMERICAN CLASSIC VOYAGES CO. 4237 SCHULTZ, DENNIS $400.00 AMERICAN CLASSIC VOYAGES CO. 10954 SCHUMACHER, THOMAS $2,777.62 AMERICAN CLASSIC VOYAGES CO. 8317 SEA & SKI TRAVEL $1,405.03 AMERICAN CLASSIC VOYAGES CO. 6828 SEA LIFE CRUISES $600.00 AMERICAN CLASSIC VOYAGES CO. 10727 SEA THE WORLD $1,500.00 AMERICAN CLASSIC VOYAGES CO. 1760 SEAGRAM PEARCE TRAVEL LTD DBA $2,560.00 AMERICAN CLASSIC VOYAGES CO. 9835 SELLERS, BECKY $9,150.00 THE DELTA QUEEN STEAMBOAT CO. 4866 SELLERS, SANDRA $300.00 THE DELTA QUEEN STEAMBOAT CO. 10477 SERRA, DOROTHY $300.00 AMERICAN CLASSIC VOYAGES CO. 10691 SHAEFFER, ADA $2,149.46 NO DEBTOR CHOSEN 11428 SHAFER, AUDREY $1,912.70 AMCV CRUISE OPERATIONS, INC 10676 SHALLBERGER, JOHN $100.00 NO DEBTOR CHOSEN 12054 SHANNON, BAKER $865.00 AMERICAN CLASSIC VOYAGES CO. 12053 SHANNON, NANCY $865.00 AMERICAN CLASSIC VOYAGES CO. 10303 SHAW, HENRY $400.00 AMERICAN CLASSIC VOYAGES CO. 4239 SHEDLOWSKY, DELORES $429.00 AMERICAN CLASSIC VOYAGES CO. 11182 SHEEP VACATIONS $300.00 MULTIPLE DEBTORS 11184 SHEEP VACATIONS LTD $900.00 MULTIPLE DEBTORS 11183 SHEEP VACATIONS LTD $300.00 MULTIPLE DEBTORS 11181 SHEEP VACATIONS LTD $600.00 MULTIPLE DEBTORS
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CLAIM ID CREDITOR NAME CLAIM AMT DEBTOR(S) AGAINST WHOM CLAIM IS ASSERTED 10455 SHEFFLER, MILLARD $300.00 AMERICAN CLASSIC VOYAGES CO. 10456 SHEFFLER, NORMA $300.00 AMERICAN CLASSIC VOYAGES CO. 2153 SHELLBACK CRUISES $1,000.00 DELTA QUEEN COASTAL VOYAGE, L.L.C. 10476 SHIFFER, EHTEL LAFAYE $300.00 AMERICAN CLASSIC VOYAGES CO. 3908 SHIPS 'N TRIPS $207.29 AMERICAN CLASSIC VOYAGES CO. 12060 SHIRLEY, NANCY J $865.00 AMERICAN CLASSIC VOYAGES CO. 1026 SHOOK, MAX & TONI $3,888.00 AMERICAN CLASSIC VOYAGES CO. 10221 SHORES TRAVEL CENTER $1,200.00 AMERICAN CLASSIC VOYAGES CO. 1130 SIAMON, R $500.00 AMERICAN CLASSIC VOYAGES CO. 10474 SIEBER, FLORANCE $300.00 AMERICAN CLASSIC VOYAGES CO. 10475 SIEBER, JAMES $300.00 AMERICAN CLASSIC VOYAGES CO. 9078 SIEGLE, ALICE $2,143.50 THE DELTA QUEEN STEAMBOAT CO. 9077 SIEGLE, WARNER $2,143.50 THE DELTA QUEEN STEAMBOAT CO. 11897 SIGLER, DOROTHY $300.00 AMERICAN CLASSIC VOYAGES CO. 11933 SILVA, BETTY $300.00 AMERICAN CLASSIC VOYAGES CO. 11892 SKAGGS, FLOYD $300.00 AMERICAN CLASSIC VOYAGES CO. 11891 SKAGGS, IRENE $300.00 AMERICAN CLASSIC VOYAGES CO. 10690 SLAGLE, HARRIOT $1,620.30 NO DEBTOR CHOSEN 9601 SLATER, ARLA $465.00 CAPE MAY LIGHT, L.L.C. 10916 SLOAN, HELEN $449.00 THE DELTA QUEEN STEAMBOAT CO. 10915 SLOAN, ROBERT $449.00 THE DELTA QUEEN STEAMBOAT CO. 913 SMALL, RUTH A $1,225.05 AMERICAN CLASSIC VOYAGES CO. 3790 SMART TRAVEL COMMUNICATIONS $1,994.76 THE DELTA QUEEN STEAMBOAT CO. 4643 SMITH WORLD TRAVEL INC 5671 $11,142.02 AMERICAN CLASSIC VOYAGES CO. 12523 SMITH, ALVA & JANET $550.00 THE DELTA QUEEN STEAMBOAT CO. 9659 SMITH, DELLA $1,806.00 AMERICAN CLASSIC VOYAGES CO. 11986 SMITH, DOLLIE $429.00 MULTIPLE DEBTORS 11582 SMITH, GABRIEL $0.00 NO DEBTOR CHOSEN 5734 SMITH, JANETT $404.00 AMERICAN CLASSIC VOYAGES CO. 11987 SMITH, PHILIP $429.00 MULTIPLE DEBTORS 4062 SMITH, SHIRLEY $300.00 AMERICAN CLASSIC VOYAGES CO. 10486 SNIDER, POLLY $300.00 AMERICAN CLASSIC VOYAGES CO. 10485 SNIDER, ROY $300.00 AMERICAN CLASSIC VOYAGES CO. 10609 SNODGRASS, JEFF $300.00 AMERICAN CLASSIC VOYAGES CO. 7322 SNOUFFER, JOAN $479.00 AMERICAN CLASSIC VOYAGES CO. 10608 SNYDER, JOHN $300.00 AMERICAN CLASSIC VOYAGES CO. 10483 SNYDER, SHERLEEN $300.00 AMERICAN CLASSIC VOYAGES CO. 2462 SOLDANO, SHIRLEY & BURTON, JOHANNA $3,780.00 NO DEBTOR CHOSEN 3604 SOME PLACE SPEC CRS & TVL, INC $423.60 THE DELTA QUEEN STEAMBOAT CO. 10153 SOMERLOT, DEBORAH $1,248.95 AMERICAN CLASSIC VOYAGES CO. 10152 SOMERLOT, FRED $1,248.95 AMERICAN CLASSIC VOYAGES CO. 10031 SONGHURST, ROBERT $0.00 THE DELTA QUEEN STEAMBOAT CO. 10032 SONGHURST, RUTH $0.00 THE DELTA QUEEN STEAMBOAT CO. 1814 SONNEBORN, CAROL $275.00 MULTIPLE DEBTORS 2917 SOTTILE, JOHN $300.00 AMERICAN CLASSIC VOYAGES CO. 10275 SOURISSEAU THOMAS $275.00 AMERICAN CLASSIC VOYAGES CO. 3488 SPAIN, RODERICK $300.00 AMERICAN CLASSIC VOYAGES CO. 10482 SPARKS, SUSAN $300.00 AMERICAN CLASSIC VOYAGES CO. 7301 SPEARS WORLD TRAVEL CWT $1,100.00 AMCV CRUISE OPERATIONS, INC. 12379 SPECIALTY TOURS, INC. $14,391.00 THE DELTA QUEEN STEAMBOAT CO. 9828 SPECIALTY TOURS, INC. $250.00 THE DELTA QUEEN STEAMBOAT CO. 10054 SPENDER, JAMES $0.00 THE DELTA QUEEN STEAMBOAT CO.
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CLAIM Id CREDITOR NAME CLAIM AMT DEBTOR(s) AGAINST WHOM CLAIM IS ASSERTED ____________________________________________________________________________________________________________________________________ 10053 SPENCER, JUDITH $0.00 THE DELTA QUEEN STEAMBOAT CO. 9849 SPERO, ROBERTA $3,873.00 THE DELTA QUEEN STEAMBOAT CO. 12459 SPINOZZI, LINDA $250.00 AMERICAN CLASSIC VOYAGES CO. 12127 SPLENDID JOURNEYS INC $1,100.00 AMERICAN CLASSIC VOYAGES CO. 12128 SPLENDID JOURNEYS INC $1,100.00 AMERICAN CLASSIC VOYAGES CO. 12081 SPRINGER, BETTY $865.00 AMERICAN CLASSIC VOYAGES CO. 12080 SPRINGER, GENE $865.00 AMERICAN CLASSIC VOYAGES CO. 11912 SPRINGER, RAY $300.00 AMERICAN CLASSIC VOYAGES CO. 11914 SPRINGER, SHIRLEY $11,913.00 AMERICAN CLASSIC VOYAGES CO. 3012 SPRINGSTEAD, DARA $1,869.82 NO DEBTOR CHOSEN 3008 SPRINGSTEAD, SHARLA $1,869.82 NO DEBTOR CHOSEN 3013 SPRINGSTEAD, WILLIAM $1,869.84 NO DEBTOR CHOSEN 10995 SPURR, JOAN $350.00 NO DEBTOR CHOSEN 9607 SPURRIER, BISARNE $300.00 AMERICAN CLASSIC VOYAGES CO. 9608 SPURRIER, MARY $300.00 AMERICAN CLASSIC VOYAGES CO. 12191 SR. CITIZEN TOUR & TRAVEL $34,488.01 THE DELTA QUEEN STEAMBOAT CO. 1415 ST LOUIS GROUP TRAVEL $10,800.00 AMCV CRUISE OPERATIONS, INC. 10650 STABER, ANNA $300.00 AMERICAN CLASSIC VOYAGES CO. 10659 STAHL, RONALD $300.00 AMERICAN CLASSIC VOYAGES CO. 10658 STAHL, VIRGINIA $300.00 AMERICAN CLASSIC VOYAGES CO. 10689 STALEY, PRISCILLA $1.620.30 NO DEBTOR CHOSEN 9926 STANDARD TVL SVC INC $3,337.32 GREAT HAWAIIAN CRUISE LINE, INC. 9843 STANLEY, EVA $1,543.50 THE DELTA QUEEN STEAMBOAT CO. 4904 STASIAK, JA ANN $300.00 THE DELTA QUEEN STEAMBOAT CO. 3178 STATE ROAD COMPLETE TVL $900.00 AMERICAN CLASSIC VOYAGES CO. 3177 STATE ROAD COMPLETE TVL $600.00 AMERICAN CLASSIC VOYAGES CO. 3230 STEHBERGER, GERTRAUD $300.00 AMERICAN CLASSIC VOYAGES CO. 12385 STEINS, CARLETON & GLENDA $550.00 THE DELTA QUEEN STEAMBOAT CO. 12399 STELLA INTERNATIONAL TOURS INC. $2,364.02 AMERICAN CLASSIC VOYAGES CO. 10657 STEPHENS, BARBARA $300.00 AMERICAN CLASSIC VOYAGES CO. 10541 STEPHENS, FRANK $300.00 AMERICAN CLASSIC VOYAGES CO. 9675 STERKEL, JENS $2,994.00 THE DELTA QUEEN STEAMBOAT CO. 9676 STERKEL, MARINA $2,994.00 THE DELTA QUEEN STEAMBOAT CO. 9668 STERKEL, WALTRAUT $3,369.00 THE DELTA QUEEN STEAMBOAT CO. 6991 STERRETT, ROBERT & ROBERTA $552.50 AMERICAN CLASSIC VOYAGES CO. 4921 STEWARD, MARY JEAN $635.19 AMERICAN CLASSIC VOYAGES CO. 12505 STOCKER, LEONORE $429.00 THE DELTA QUEEN STEAMBOAT CO. 11942 STOECKEL, ARLENE $300.00 AMERICAN CLASSIC VOYAGES CO. 10996 STOKES, MARLENE $350.00 NO DEBTOR CHOSEN 10487 STOPPER, BARBARA $300.00 AMERICAN CLASSIC VOYAGES CO. 3121 STORER TRAVEL SERVICE $29,042.25 THE DELTA QUEEN STEAMBOAT CO. 11909 STRUNK, LAURETTA $300.00 AMERICAN CLASSIC VOYAGES CO. 11061 STUDIO CRUISES & TOURS $3,300.00 AMERICAN CLASSIC VOYAGES CO. 11051 SULLIVAN, ELIZABETH $0.00 THE DELTA QUEEN STEAMBOAT CO. 10970 SUMNER, WILLIAM & RITA $600.00 THE DELTA QUEEN STEAMBOAT CO. 6737 SUN TOURS LTD $1,700.00 THE DELTA QUEEN STEAMBOAT CO. 4510 SUNDQUIST, ALBERT $1,480.00 AMERICAN CLASSIC VOYAGES CO. 4509 SUNDQUIST, ALBERT $600.00 AMERICAN CLASSIC VOYAGES CO. 2388 SUNSET TOURS CRUISES $189.00 THE DELTA QUEEN STEAMBOAT CO. 3501 SUTTON, DAISY $300.00 AMERICAN CLASSIC VOYAGES CO. 11875 SWAN TRAVEL SERVICE $2,600.00 AMERICAN CLASSIC VOYAGES CO. 10282 SWEENEY, PATRICIA $225.00 AMERICAN CLASSIC VOYAGES CO.
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CLAIM ID CREDITOR NAME CLAIM AMT. DEBTOR(S) AGAINST WHOM CLAIM IS ASSERTED ------------------------------------------------------------------------------------------------------ 10540 TACKETT, DENNIS $300.00 AMERICAN CLASSIC VOYAGES CO. 10539 TACKETT, PAMALA $300.00 AMERICAN CLASSIC VOYAGES CO. 10816 TAITE, BARBARA $850.00 THE DELTA QUEEN STEAMBOAT CO. 4557 TALLETT, JAMES $1,400.00 NO DEBTOR CHOSEN 6903 TAMPIER, WILLIAM $600.00 AMERICAN CLASSIC VOYAGES CO. 10537 TAYLOR, BRUSE $300.00 AMERICAN CLASSIC VOYAGES CO. 11013 TAYLOR, DONALD & MARY $676.02 AMERICAN CLASSIC VOYAGES CO. 10538 TAYLOR, KAREN $300.00 AMERICAN CLASSIC VOYAGES CO. 10471 TBA $600.00 AMERICAN CLASSIC VOYAGES CO. 557 TEEL ENTERPRISES DBA $2,801.50 AMERICAN CLASSIC VOYAGES CO. 10968 TEMCHUCK, ANNE $1,931.04 AMERICAN CLASSIC VOYAGES CO. 10967 TEMCHUCK, RAYMOND $1,931.04 AMERICAN CLASSIC VOYAGES CO. 547 TEMPO TRAVEL $2,726.20 AMERICAN CLASSIC VOYAGES CO. 10818 TERHEUN WILLIAM $412.48 THE DELTA QUEEN STEAMBOAT CO. 549 TERRY TRAVEL $600.00 AMERICAN CLASSIC VOYAGES CO. 10270 TERVAY, JULIAS $2,035.00 AMERICAN CLASSIC VOYAGES CO. 9839 TEXOMA TOURS $9,150.00 THE DELTA QUEEN STEAMBOAT CO. 9838 TEXOMA TOURS $1,000.00 THE DELTA QUEEN STEAMBOAT CO. 9833 TEXOMA TOURS $10,150.00 THE DELTA QUEEN STEAMBOAT CO. 9832 TEXOMA TOURS $10,150.00 THE DELTA QUEEN STEAMBOAT CO. 6399 THE CRUISE AGENCY $2,400.00 AMERICAN CLASSIC VOYAGES CO. 2961 THE TRAVEL CENTER, INC $414.58 NO DEBTOR CHOSEN 12587 THE TRAVEL SHOPPE $4,772.58 AMERICAN CLASSIC VOYAGES CO. 9489 THE TRAVELMART INC $1,400.00 THE DELTA QUEEN STEAMBOAT CO. 9488 THE TRAVELMART INC $1,400.00 THE DELTA QUEEN STEAMBOAT CO. 4548 THIEDEMAN, MARY $0.00 AMERICAN CLASSIC VOYAGES CO. 4549 THIEDEMAN, MERLE $0.00 AMERICAN CLASSIC VOYAGES CO. 10271 THOMAS, PATRICIA $2,150.00 AMERICAN CLASSIC VOYAGES CO. 10272 THOMAS, ROBERT $2,150.00 AMERICAN CLASSIC VOYAGES CO. 1834 THOMPSON, DOROTHY $275.00 MULTIPLE DEBTORS 381 THOMPSON, WILLIAM $275.00 MULTIPLE DEBTORS 10488 THURMAN, IRENE $300.00 AMERICAN CLASSIC VOYAGES CO. 10569 TICHNELL, CAROL $300.00 AMERICAN CLASSIC VOYAGES CO. 10806 TITCHENER TRAVEL INC $600.00 AMERICAN CLASSIC VOYAGES CO. 10181 TODD, CLETUS $2,039.33 AMERICAN CLASSIC VOYAGES CO. 10182 TODD, MARCIA $2,039.33 AMERICAN CLASSIC VOYAGES CO. 4918 TONNACLIFF, PHYLLIS $635.19 AMERICAN CLASSIC VOYAGES CO. 2220 TOP FLIGHT TRAVEL INC $1,650.00 THE DELTA QUEEN STEAMBOAT CO. 9842 TOREN, PHILIP $1,543.50 THE DELTA QUEEN STEAMBOAT CO. 6745 TORREROSSA, JOSEPH $0.00 AMERICAN CLASSIC VOYAGES CO. 5186 TOUCHED BY TRAVEL $514.28 AMERICAN CLASSIC VOYAGES CO. 11967 TOUR PLAN INTL LTD $600.00 THE DELTA QUEEN STEAMBOAT CO. 12129 TOURIFFIC TRAVEL INC $2,025.58 AMERICAN CLASSIC VOYAGES CO. 2678 TOURS OF DISTINCTION $9,625.00 THE DELTA QUEEN STEAMBOAT CO. 10687 TOWNSEND, JOANNE $1,705.03 NO DEBTOR CHOSEN 12087 TRAUER, RAMONA $1,442.50 AMERICAN CLASSIC VOYAGES CO. 12704 TRAVEL & TOURS $600.00 NO DEBTOR CHOSEN 2192 TRAVEL 1 CWT $414.58 AMERICAN CLASSIC VOYAGES CO. 9727 TRAVEL ADVISORS $1,250.00 NO DEBTOR CHOSEN 9743 TRAVEL ASSOCIATES $350.00 AMERICAN CLASSIC VOYAGES CO. 10763 TRAVEL BY AIR & SEA $1,150.00 THE DELTA QUEEN STEAMBOAT CO. 2097 TRAVEL BY CARMEN $655.00 THE DELTA QUEEN STEAMBOAT CO.
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CLAIM ID CREDITOR NAME CLAIM AMT DEBTOR(S) AGAINST WHOM CLAIM IS ASSERTED ___________________________________________________________________________________________________________________________________ 2680 TRAVEL CONCEPTS INC $3,000.00 AMERICAN CLASSIC VOYAGES CO. 12381 TRAVEL CONNECTION $3,850.00 THE DELTA QUEEN STEAMBOAT CO. 7242 TRAVEL CONNECTIONS $429.00 MULTIPLE DEBTORS 1165 TRAVEL DESIGNERS INC $5,727.00 AMCV CRUISE OPERATIONS, INC 726 TRAVEL DYNAMICS, INC $2,000.00 AMERICAN CLASSIC VOYAGES CO. 11368 TRAVEL DYNAMICS, INC $2,000.00 AMERICAN CLASSIC VOYAGES CO. 10801 TRAVEL HORIZONS, INC. $603.18 AMERICAN CLASSIC VOYAGES CO. 2352 TRAVEL LINKS $539.00 NO DEBTOR CHOSEN 9726 TRAVEL MAKERS $2,100.00 AMERICAN CLASSIC VOYAGES CO. 2341 TRAVEL MASTERS $3,800.00 THE DELTA QUEEN STEAMBOAT CO. 79 TRAVEL PROFESSIONALS $600.00 AMERICAN CLASSIC VOYAGES CO. 1148 TRAVEL SERVICE INTERNATIONAL INC $750.00 AMERICAN CLASSIC VOYAGES CO. 10807 TRAVEL SERVICES $1,036.45 AMERICAN CLASSIC VOYAGES CO. 9896 TRAVEL TIME $550.00 NO DEBTOR CHOSEN 11533 TRAVEL TIME OF STURGIS, INC $1,250.00 THE DELTA QUEEN STEAMBOAT CO. 12047 TRAVEL USA WEST $2,208.96 AMERICAN CLASSIC VOYAGES CO. 2267 TRAVEL WORKS $1,200.00 THE DELTA QUEEN STEAMBOAT CO. 10246 TRAVEL WORLD $1,109.00 AMERICAN CLASSIC VOYAGES CO. 6474 TRAVELCORP $16,000.00 MULTIPLE DEBTORS 6439 TRAVELERS CHOICE TRS & CRUISES $1,000.00 THE DELTA QUEEN STEAMBOAT CO. 9496 TRAVELMART, INC., THE $13,429.69 AMERICAN CLASSIC VOYAGES CO. 9495 TRAVELMART, INC., THE $13,429.69 AMERICAN CLASSIC VOYAGES CO. 2853 TRAVELMAX $7,500.00 THE DELTA QUEEN STEAMBOAT CO. 4707 TRAVELRS TRS & TRVL AGCY $5,510.00 THE DELTA QUEEN STEAMBOAT CO. 695 TRAVELTIME/LIFELONG LEARNING $1,800.00 AMERICAN CLASSIC VOYAGES CO. 11959 TRICKETT, ELOISE $300.00 AMERICAN CLASSIC VOYAGES CO. 6813 TRIP PLANNERS $250.00 DELTA QUEEN COASTAL VOYAGES, L.L.C. 11134 TRIPMASTERS $1,650.00 AMERICAN CLASSIC VOYAGES CO. 8350 TRIPMASTERS INC $4,799.56 AMERICAN CLASSIC VOYAGES CO. 837 TRIPPS TRAVEL $6,600.00 AMERICAN CLASSIC VOYAGES CO. 5723 TRIPQUEST, INC $3,258.00 AMERICAN CLASSIC VOYAGES CO. 11115 TURNER, DONALD $300.46 AMERICAN CLASSIC VOYAGES CO. 11116 TURNER, DONNA $300.46 AMERICAN CLASSIC VOYAGES CO. 10567 TURNER, JOSEPH $300.46 AMERICAN CLASSIC VOYAGES CO. 10566 TURNER, LINDA $300.46 AMERICAN CLASSIC VOYAGES CO. 10565 TURNER, MARY $300.00 AMERICAN CLASSIC VOYAGES CO. 2743 TVL PROF INTL/SVLLE EAST $600.00 AMERICAN CLASSIC VOYAGES CO. 9865 TWARDUS, CATHERINE $1,529.62 AMERICAN CLASSIC VOYAGES CO. 2456 TYSON, SHIRLEY $429.00 AMERICAN CLASSIC VOYAGES CO. 7095 ULTIMATE ESCAPES TRAVEL $2,200.00 AMERICAN CLASSIC VOYAGES CO. 11012 ULTIMATE TRAVEL $3,707.74 NO DEBTOR CHOSEN 2715 UNIGLOBE IONOSHERE TVL $1,300.00 AMERICAN CLASSIC VOYAGES CO. 12556 UNIGLOBE TVL UNLIMITED $817.22 AMERICAN CLASSIC VOYAGES CO. 2298 UNIGLOBE VACATION STATION $500.00 THE DELTA QUEEN STEAMBOAT CO. 3050 UNIQUE TRAVEL $600.00 AMERICAN CLASSIC VOYAGES CO. 2660 UNIQUE TRAVEL $600.00 AMERICAN CLASSIC VOYAGES CO. 2299 VACATION WORLD TRAVEL SERVICE $800.00 THE DELTA QUEEN STEAMBOAT CO. 11972 VAN DULING TOUR & TRAVEL $37,405.00 MULTIPLE DEBTORS 584 VANBLARGAN, HENRY & KATHRYN $600.00 AMERICAN CLASSIC VOYAGES CO. 12095 VANN/TOB, JAMES $1,670.00 AMERICAN CLASSIC VOYAGES CO. 12094 VANN/TOB, MARY $1,670.00 AMERICAN CLASSIC VOYAGES CO. 12524 VANZEE, JOAN $225.00 THE DELTA QUEEN STEAMBOAT CO.
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CLAIM ID CREDITOR NAME CLAIM AMT DEBTOR(S) AGAINST WHOM CLAIM IS ASSERTED -------- ------------- --------- ---------------------------------------- 12525 VANZEE, ROBERT $225.00 THE DELTA QUEEN STEAMBOAT CO. 10688 VAUGHN, DAVID $673.50 THE DELTA QUEEN STEAMBOAT CO. 10693 VAUGHN, JACK $673.50 THE DELTA QUEEN STEAMBOAT CO. 10695 VAUGHN, JACQUELINE $673.50 THE DELTA QUEEN STEAMBOAT CO. 10694 VAUGHN, SHARON $673.50 THE DELTA QUEEN STEAMBOAT CO. 9845 VELEZ, MIREYA $1,999.00 THE DELTA QUEEN STEAMBOAT CO. 8833 VENTURE TVL & TOURS INC $15,908.00 MULTIPLE DEBTORS 9861 VICTOR, HERMAN $0.00 THE DELTA QUEEN STEAMBOAT CO. 9841 VICTOR, SHIRLEY $0.00 THE DELTA QUEEN STEAMBOAT CO. 3941 VICTORIA TRAVEL, INC $1,300.00 AMERICAN CLASSIC VOYAGES CO. 1851 VIKING TRAVEL, INC $829.16 AMCV CRUISE OPERATIONS, INC 2843 VILLAGE TRAVEL $4,000.00 AMERICAN CLASSIC VOYAGES CO. 12617 VOLK, GARY $858.00 AMERICAN CLASSIC VOYAGES CO. 8959 VOLK, SUE $858.00 AMERICAN CLASSIC VOYAGES CO. 10028 VON BOEHN, ELEANOR $0.00 THE DELTA QUEEN STEAMBOAT CO. 10030 VON BOEHN, GERHARD $0.00 THE DELTA QUEEN STEAMBOAT CO. 10672 WAGNER, CARLA $100.00 NO DEBTOR CHOSEN 10564 WAGNER, CHARLES $300.00 AMERICAN CLASSIC VOYAGES CO. 10674 WAGNER, DONALD $100.00 NO DEBTOR CHOSEN 10678 WAGNER, HANS JR $100.00 NO DEBTOR CHOSEN 10664 WAGNER, HANS JR $100.00 NO DEBTOR CHOSEN 10673 WAGNER, JULIA $100.00 NO DEBTOR CHOSEN 10563 WAGNER, LOTTIE $300.00 AMERICAN CLASSIC VOYAGES CO. 10665 WAGNER, MYRA $100.00 NO DEBTOR CHOSEN 10677 WAGNER, NITA (TC) $100.00 NO DEBTOR CHOSEN 10666 WAGNER, RITA $100.00 NO DEBTOR CHOSEN 10671 WAGNER, SANDRINE $100.00 NO DEBTOR CHOSEN 10056 WAKEFIELD, LYNN $0.00 THE DELTA QUEEN STEAMBOAT CO. 10328 WALKER (B/B), WILLIAM $850.00 THE DELTA QUEEN STEAMBOAT CO. 10329 WALKER (B/B), WINIFRED $850.00 THE DELTA QUEEN STEAMBOAT CO. 10277 WALSH III, FRANCIS $275.00 AMERICAN CLASSIC VOYAGES CO. 10278 WALSH, CAROLYN $275.00 AMERICAN CLASSIC VOYAGES CO. 3984 WALT, SANDRA $414.58 AMERICAN CLASSIC VOYAGES CO. 8516 WARM WINDS CRUISE AND TRAVEL #4293 $3,246.58 AMERICAN CLASSIC VOYAGES CO. 12356 WATERLOW, RAYMOND $1,624.00 AMERICAN CLASSIC VOYAGES CO. 10568 WATTENBERG, CARL $300.00 AMERICAN CLASSIC VOYAGES CO. 9922 WAYFARER TRAVEL SERVICE INC $158.48 THE DELTA QUEEN STEAMBOAT CO. 1429 WAYFARER TRAVEL SERVICE INC $893.50 THE DELTA QUEEN STEAMBOAT CO. 9921 WAYFARER TVL SVC INC $544.00 AMERICAN CLASSIC VOYAGES CO. 9475 WEBB TOURS $5,908.00 NO DEBTOR CHOSEN 9473 WEBB TOURS $5,908.00 NO DEBTOR CHOSEN 10723 WEE, DANIEL $300.00 AMERICAN CLASSIC VOYAGES CO. 10747 WEE, KRISTIN $300.00 AMERICAN CLASSIC VOYAGES CO. 11117 WEGER, BARBARA $300.00 AMERICAN CLASSIC VOYAGES CO. 3257 WEHRLI WLD TVL LTD $1,600.00 AMERICAN CLASSIC VOYAGES CO. 10531 WELLS, RONALD $300.00 AMERICAN CLASSIC VOYAGES CO. 10530 WELLS, SUSAN $300.00 AMERICAN CLASSIC VOYAGES CO. 4865 WENGER, DIANE $300.00 THE DELTA QUEEN STEAMBOAT CO. 4559 WENZEL, EDNA $0.00 AMERICAN CLASSIC VOYAGES CO. 2713 WENZEL, PHYLLIS $600.00 AMERICAN CLASSIC VOYAGES CO. 12509 WESTFALL, DELYLA $429.00 THE DELTA QUEEN STEAMBOAT CO. 9294 WHAT A TOUR $36,603.37 AMERICAN CLASSIC VOYAGES CO.
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CLAIM ID CREDITOR NAME CLAIM AMT. DEBTOR(S) AGAINST WHOM CLAIM IS ASSERTED ------------------------------------------------------------------------------------------------------ 4508 WHATTON, JUDITH $3,434.74 AMERICAN CLASSIC VOYAGES CO. 3912 WHEELER, CLEDA SUE $400.00 AMERICAN CLASSIC VOYAGES CO. 3922 WHITAKER, MICHELLE $275.00 AMERICAN CLASSIC VOYAGES CO. 3923 WHITAKER, TONY $275.00 AMERICAN CLASSIC VOYAGES CO. 234 WHITE STAR TOURS, INC $1,000.00 AMERICAN CLASSIC VOYAGES CO. 233 WHITE STAR TOURS, INC $17,974.46 AMERICAN CLASSIC VOYAGES CO. 10461 WHITE, DONALD $300.00 AMERICAN CLASSIC VOYAGES CO. 10529 WHITE, JOAN $300.00 AMERICAN CLASSIC VOYAGES CO. 11919 WHITE, O.J. $300.00 AMERICAN CLASSIC VOYAGES CO. 11920 WHITE, PATTI $300.00 AMERICAN CLASSIC VOYAGES CO. 11907 WHITE, RAYMOND $300.00 AMERICAN CLASSIC VOYAGES CO. 10528 WHITE, RONALD $300.00 AMERICAN CLASSIC VOYAGES CO. 10460 WHITE, SALLY $300.00 AMERICAN CLASSIC VOYAGES CO. 11908 WHITE, WANDA $300.00 AMERICAN CLASSIC VOYAGES CO. 11929 WHITEHEAD, JOELLA $300.00 AMERICAN CLASSIC VOYAGES CO. 11927 WHITEHEAD, ROBERT $300.00 AMERICAN CLASSIC VOYAGES CO. 11067 WHITTEN, LUCILLE $300.00 THE DELTA QUEEN STEAMBOAT CO. 12056 WHYMAN, BETTY $765.00 AMERICAN CLASSIC VOYAGES CO. 10176 WIGFIELD, ESTHER $1,561.45 AMERICAN CLASSIC VOYAGES CO. 10536 WILCOX, REBECCA $300.00 AMERICAN CLASSIC VOYAGES CO. 10651 WILCOX, ROBERT $300.00 AMERICAN CLASSIC VOYAGES CO. 10911 WILDS, NANCY $449.00 THE DELTA QUEEN STEAMBOAT CO. 10912 WILDS, RALPH $449.00 THE DELTA QUEEN STEAMBOAT CO. 824 WILEY, ANGIE $1,406.62 AMERICAN CLASSIC VOYAGES CO. 9322 WILL TRAVEL INC $600.00 NO DEBTOR CHOSEN 12176 WILLARD, CHARLES $3,096.45 AMERICAN CLASSIC VOYAGES CO. 12178 WILLARD, HOLLY $1,351.37 AMERICAN CLASSIC VOYAGES CO. 12179 WILLARD, JOHN $2,420.76 AMERICAN CLASSIC VOYAGES CO. 12180 WILLARD, JULIE $2,420.76 AMERICAN CLASSIC VOYAGES CO. 12177 WILLARD, WILMA $3,096.45 AMERICAN CLASSIC VOYAGES CO. 3918 WILLIAMS, KATHRYN $400.00 AMERICAN CLASSIC VOYAGES CO. 3914 WILLIAMS, SHANNON BETH $400.00 AMERICAN CLASSIC VOYAGES CO. 12100 WILSON (ESCORT), BILL $1,897.50 AMERICAN CLASSIC VOYAGES CO. 562 WILSON TRAVEL AGENCY $2,790.10 AMERICAN CLASSIC VOYAGES CO. 10654 WILSON VICKIE\WEST SUSAN $1,937.87 AMERICAN CLASSIC VOYAGES CO. 10244 WILSON WORLD TRAVEL $1,200.00 THE DELTA QUEEN STEAMBOAT CO. 10653 WILSON, CODY\WEST SUSAN $1,252.46 AMERICAN CLASSIC VOYAGES CO. 4147 WILSON, JERRY & SUSAN WENT $1,937.87 AMERICAN CLASSIC VOYAGES CO. 11878 WILSON, JOSHUA $0.00 NO DEBTOR CHOSEN 12061 WILSON, ROBBY $1,897.50 AMERICAN CLASSIC VOYAGES CO. 10613 WILSON, ROLLIE $300.00 AMERICAN CLASSIC VOYAGES CO. 5164 WINDMILL CITY TRAVEL INC $514.90 AMERICAN CLASSIC VOYAGES CO. 10614 WISLON, JOAN $300.00 AMERICAN CLASSIC VOYAGES CO. 2317 WITTMERS, ELFRIEDE $1,529.75 AMERICAN CLASSIC VOYAGES CO. 2311 WITTMERS, JOSEPH $1,529.75 AMERICAN CLASSIC VOYAGES CO. 10292 WOLFF, PATRICIA $449.00 AMERICAN CLASSIC VOYAGES CO. 10291 WOLFF, RICHARD $449.00 AMERICAN CLASSIC VOYAGES CO. 12582 WOLPERT, KENNETH $600.00 AMERICAN CLASSIC VOYAGES CO. 12584 WOLPERT, ROSE $600.00 AMERICAN CLASSIC VOYAGES CO. 9850 WOOD, PATRICIA $2,675.00 THE DELTA QUEEN STEAMBOAT CO. 9851 WOOD, WARREN $2,675.00 THE DELTA QUEEN STEAMBOAT CO. 10280 WOODIN, JOSEPHINE $275.00 AMERICAN CLASSIC VOYAGES CO.
AMERICAN CLASSIC VOYAGES CO 7/25/2002 EXHIBIT - D Page 31 of 31
CLAIM ID CREDITOR NAME CLAIM AMT. DEBTOR(S) AGAINST WHOM CLAIM IS ASSERTED -------- ------------- ---------- ---------------------------------------- 10279 WOODIN, ROBERT $ 275.00 AMERICAN CLASSIC VOYAGES CO. 9589 WOODSON, CONARD $ 2,046.01 NO DEBTOR CHOSEN 9590 WOODSON, MARIANNE $ 2,046.01 NO DEBTOR CHOSEN 76 WORLD OF TRAVEL $ 600.00 AMERICAN CLASSIC VOYAGES CO. 75 WORLD OF TRAVEL $ 600.00 AMERICAN CLASSIC VOYAGES CO. 2746 WORLD TRAVELTOURS $ 3,573.92 DEBTOR NEEDS RESEARCH 6986 WTS, INC $ 4,074.00 AMERICAN CLASSIC VOYAGES CO. 11066 WURM, BEVERLY $ 300.00 THE DELTA QUEEN STEAMBOAT CO. 10612 WYATT, JACK $ 300.00 AMERICAN CLASSIC VOYAGES CO. 10615 WYATT, PHYLLIS $ 300.00 AMERICAN CLASSIC VOYAGES CO. 2268 YONKERS TRAVEL SERVICE $ 1,200.00 AMERICAN CLASSIC VOYAGES CO. 9859 YOU & LEISURE TOURS & TRAVEL, INC $ 2,692.00 THE DELTA QUEEN STEAMBOAT CO. 9858 YOU & LEISURE TOURS & TRAVEL, INC $ 2,692.00 THE DELTA QUEEN STEAMBOAT CO. 2087 YOU COME TOO-TRAVEL CLUB $ 600.00 THE DELTA QUEEN STEAMBOAT CO. 96 YOUNG ADULT INSTITUTE $ 19,875.30 AMERICAN CLASSIC VOYAGES CO. 889 YOUNG, KENNETH & TAMMY $ 2,149.20 AMERICAN CLASSIC VOYAGES CO. 11065 YOUNG, NANCY $ 625.00 THE DELTA QUEEN STEAMBOAT CO. 11074 YOUNG, ROBERT $ 625.00 THE DELTA QUEEN STEAMBOAT CO. 2426 YOUR MAN TOURS INC $ 52,000.00 AMCV CRUISE OPERATIONS, INC 6622 YOUR TRAVEL CENTER CWT $ 57,829.18 AMERICAN CLASSIC VOYAGES CO. 3631 ZELLER TVL, INC $ 650.00 AMCV CRUISE OPERATIONS, INC 3921 ZEYEN, ANN $ 400.00 AMERICAN CLASSIC VOYAGES CO. 1895 ZIMMERMAN, LORNA $ 429.00 MULTIPLE DEBTORS 10972 ZITEK, DONALD & MURIEL $ 600.00 THE DELTA QUEEN STEAMBOAT CO. 11928 ZUERCHER, MARILYN $ 300.00 AMERICAN CLASSIC VOYAGES CO. -------------- TOTAL - $10,862,948.45 ==============
EXHIBIT E PLAN ADMINISTRATOR COMPENSATION The initial Plan Administrator, Paul Gunther, shall receive $200 per hour as compensation for his services. E-1 EXHIBIT F EXECUTORY CONTRACTS TO BE ASSUMED None F-1 EXHIBIT G LIQUIDATION ANALYSIS G-1 AMERICAN CLASSIC VOYAGES HYPOTHETICAL LIQUIDATION ANALYSIS OF LIQUIDATING DEBTORS UNDER CHAPTER 7 DOLLARS IN THOUSANDS
ESTIMATED NOTES RECOVERY ------------------- ASSETS Cash in Estate (1) $ 1,294 Sale Proceeds (2) 80,900 Preference Recoveries (3) -- Other Assets (4) -- ------- TOTAL PROCEEDS AVAILABLE FOR DISTRIBUTION TO CREDITORS $82,194 =======
LIABILITIES % RECOVERY ESTIMATED RECOVERY ---------------------- --------------------- -------------------- CLAIMS AS ESTIMATED CLAIMS AS ESTIMATED CLAIMS AS ESTIMATED FILED AND ALLOWED FILED AND ALLOWED FILED AND ALLOWED NOTES SCHEDULED CLAIMS SCHEDULED CLAIMS SCHEDULED CLAIMS ----------------------------- ------------------------------------------- ADMINISTRATIVE CLAIMS Indemnification Reserve (5) $ -- $ -- $ -- $ -- Operating Reserve (6) 2,000 2,000 100.0% 100.0% 2,000 2,000 Chapter 7 Operating Reserve (7) 250 250 100.0% 100.0% 250 250 Estimated Unpaid Chapter 11 Costs and fees (8) 1,500 1,500 100.0% 100.0% 1,500 1,500 Investment Banking Fee & Payments due under Employee Plans (9) 2,800 2,800 100.0% 100.0% 2,800 2,800 Chapter 11 Plan Administrator (10) -- -- 100.0% 100.0% -- -- Chapter 7 Trustee Fees (7) 2,466 2,466 100.0% 100.0% 2,466 2,466 ------------------- ------------------- TOTAL ADMINISTRATIVE CLAIMS 9,016 9,016 100.0% 100.0% 9,016 9,016 ------------------- ------------------- Consideration Available for 73,178 73,178 Creditors PRIORITY TAX CLAIMS (11) 350 350 100.0% 100.0% 350 350 OTHER PRIORITY CLASS 1 (12) 7,909 4,000 100.0% 100.0% 7,909 4,000 SECURED MARAD AQ CLASS 2 (13) 45,735 47,312 100.0% 100.0% 45,735 47,312 OTHER AQ SECURED CLASS 3 (14) 1,059 800 100.0% 100.0% 1,059 800 GENERAL SECURED CLASS 4 (14) 10,239 1,800 100.0% 100.0% 10,239 1,800 CONVENIENCE CLAIMS CLASS 5 (15) 1,696 1,700 50.0% 50.0% 848 850 GENERAL UNSECURED CLASS 6 (16) 216,396 75,000 3.3% 24.1% 7,038 18,067 INTERCOMPANY CLAIMS CLASS 7 (17) 281,050 -- 0.0% 0.0% -- -- INTERESTS CLASS 8 -- -- 0.0% 0.0% -- -- ------------------- ------------------- 564,434 130,962 73,178 73,178 ------------------- ------------------- TOTAL $573,450 $139,977 $82,194 $82,194 =================== ===================
THE DISTRIBUTIONS OUTLINED IN THE HYPOTHETICAL LIQUIDATION ANALYSIS ARE AN ESTIMATE AS OF JULY 29, 2002 AND ARE BASED UPON PROJECTED NET RECOVERIES FROM THE COLLECTION AND THE LIQUIDATION OF THE LIQUIDATING DEBTORS' ASSETS, ESTIMATED PROFESSIONAL FEES, AND ADMINISTRATIVE, PRIORITY AND GENERAL UNSECURED CLAIMS. CREDITORS ARE CAUTIONED THAT ACTUAL DISTRIBUTIONS TO CREDITORS MAY DIFFER SIGNIFICANTLY. CREDITORS SHOULD REFER TO THE RISKS SECTION CONTAINED ON THE LAST PAGE OF THIS EXHIBIT. Page 1 of 2 AMERICAN CLASSIC VOYAGES HYPOTHETICAL LIQUIDATION ANALYSIS OF LIQUIDATING DEBTORS UNDER CHAPTER 7 DOLLARS IN THOUSANDS NOTES AND ASSUMPTIONS (1) Cash in Estate was estimated as of July 29, 2002. (2) Asset Sale proceeds are pursuant to the Asset Purchase Agreement dated May 13, 2002 ("APA"). (3) The Liquidating Debtors have scheduled payments made to creditors, during the 90 days prior to filing, totaling $106.2 million. payments made may be deemed to be preferential. The Debtors have not performed an analysis of these payments to determine possible preference recoveries. (4) The Debtors have minimal office equipment, including computers. Total value of these assets is not estimatible at this time; however, the Debtors believe the total value is insignificant. (5) As part of the Plan of Liquidation, a $2.5 million indemnification reserve is being established to cover the obligations of the Debtors pursuant to their bylaws, applicable law, any employment agreement or other express agreement operational as of the Date. This analysis assumes that no claims will be made against this reserve and the entire reserve will ultimately be available for distribution to creditors. (6) The operating reserve is the estimated cost for the wind-down of the Debtors' estates utilizing Debtors' employees and Debtors' Counsel. As part of the Plan of Liquidation, this reserve may be funded up to $5 million. This analysis assumes that the total amount required to be funded will be $2 million, and that a projected $3 million will ultimately be available for distribution to creditors. (7) Due to the conversion to Chapter 7, it is estimated that operating expenses to wind-down the Debtors' estates will be greater than those estimated by the Debtors under a Chapter 11. Additionally, Chapter 7 trustee Fees are assumed to be 3% of cash distributed by the Chapter 7 Trustee. (8) Amount represents an estimate of the unpaid Chapter 11 fees and costs as of confirmation. (9) Amount represents an estimate of the maximum payable under the Investment Banking Fee and the Debtors' Employee Plans. These amounts are subject to Bankruptcy Court Approval. (10) Amount represents the estimated cost for the Chapter 11 Plan Administrator to oversee the orderly wind-down of the Debtors' estates. This analysis assumes the conversion to Chapter 7 and thus, this amount is assumed to be zero. (11) Amount is based on an analysis received from Logan & Co., Claims Agent. (12) Priority claims are based on a preliminary claim analysis and require further investigation by the Debtors. (13) MARAD AQ Secured Claim is as calculated as follows: Title XI Bonds $36,198 Title XI Notes 8,325 New MARAD Note 2,789 ------- $47,312 =======
(14) Secured claims are based on a preliminary claim analysis and require further investigation by the Debtors. (15) Convenience claims are claims less than one thousand dollars and are based on the analysis prepared by Logan & Co, Claims Agent. (16) Approximately $216 million unsecured claims were filed against the Liquidating Debtors' estates. Based on a preliminary analysis by the Debtors, Debtors' Counsel, and the advisors to the Unsecured Creditors Committee, it is estimated that the range of allowed unsecured claims against the Liquidating Debtors' estates, after completion of the claims reconciliation and objection process, will aggregate between $65 million to $85. The analysis was prepared assuming $75 million of allowed Unsecured Claims. The table below sets forth the estimated recovery at various within the range.
ALLOWED UNSECURED ESTIMATED % CLAIMS RECOVERY ------------------------ $65,000 27.8% 70,000 25.8% 75,000 24.1% 80,000 22.6% 85,000 21.3%
(17) Intercompany claimants are assumed to have no recovery as the intercompany claims of the Liquidating Debtors will be substantively consolidated and the intercompany claims between the Liquidating Debtors and the Converting Debtors, will be recharacterized as Interests or offset against intercompany receivables from the Converting Debtors resulting in a net receivable to the Liquidating Debtors' Estates. Page 2 of 2 RISK FACTORS IN CONNECTION WITH PROJECTED DISTRIBUTIONS TO CREDITORS OF THE LIQUIDATING DEBTORS ----------------------------------------------------- Creditors are cautioned that the distributions outlined in the prefixed Hypothetical Liquidation Analysis are an estimated as of July 29, 2002. A number of risk factors may materially affect the actual distributions to creditors, including, without limitation, the following: 1. The Debtors have scheduled approximately $281,050,000 in intercompany claims. The Plan provides for these claims to be recharacterized as interests or offset against intercompany receivables from the Converting Debtors. To the extent all or some of the intercompany claims are not treated in this manner, the actual pro rata distributions to creditors could vary significantly. 2. The actual distributions to creditors will be affected by the total amount of allowed professional fees and administrative claims in the case. Creditors should be aware that a last date for filing administrative claims in this case has not yet been set by the Bankruptcy Court. To the extent administrative claims are received beyond the Debtor's current projections, such claims may adversely affect the amount and timing of actual distributions to creditors. 3. Priority claims (excluding tax claims) in the amount of approximately $7,909,000 have been filed against the Liquidating Debtors. The Hypothetical Liquidation analysis assumes that only $4,000,000 of these claims will be allowed as priority claims. While it is believed that this amount is sufficient, the actual amount of allowed priority claims might vary. In addition, creditors should be aware that the Priority Tax claims filed against the Liquidating Debtors total $350,000. While the Debtors believe that these tax claims, among others, will ultimately be disallowed, such claims to the extent allowed in full or part, may adversely affect the amount and timing of actual distributions to creditors. 4. The actual distributions to unsecured creditors in this case will be affected by the total amount of unsecured claims ultimately allowed in the case. While the Debtors project that the total allowed unsecured claims should range between $65 and $85 million, the actual amount of allowed claims might exceed $85 million, in which case the actual pro rata distributions to creditors would be less than projected. 5. The actual recoveries realized from the collection and liquidation of the Liquidating Debtors' remaining assets and the timing thereof may vary significantly from the Debtor's projections. Any such variation will affect the amount and timing of distributions to creditors. 6. The projected distributions to creditors under the Plan is conditioned upon the intercompany claims among the Liquidating Debtors being eliminated by virtue of the substantive consolidation of the Liquidating Debtors estates and the intercompany claims among the Liquidating Debtors and the Converting Debtors being recharacterized an equity interests or offset from receivables due the Liquidating Debtors. Any variation from these assumptions may materially affect the amount and timing of distributions to creditors of the Liquidating Debtors. EXHIBIT H PAYMENTS WITHIN 90 DAYS OF FILING OF CHAPTER 11 CASES ----------------------------------------------------- H-1 AMERICAN CLASSIC VOYAGES PAYMENTS MADE 90 DAYS PRIOR TO FILING ALL PAYMENTS MADE BY AMCV CRUISE OPERATIONS, INC.
AMOUNT PAID IN VENDOR LAST 90 DAYS ---------------------------------------------------- -------------- ADP $ 7,553,935 AIRLINE REPORT CORP 52,691 ALAMO RENT A CAR INC 196,036 ALL ABOARD CHATTANOOGA TRAVEL 94,204 ALOHA KAUAI TOURS, INC. 61,216 AMERICAN AIRLINES 17,288,459 AMERICAN LONGSHORE MUTUAL ASSOCIATION 150,961 AMERICAN MARITIME OFFICERS 457,745 AON RISK SERVICES INC OF IL 148,274 APEX OIL CO INC 75,403 ATLANTIC MARINE 1,100,980 AVANTI PRESS INC 459,128 BANK OF NEW YORK 4,870,080 BAY VIEW FUNDING 118,490 BEAMERS HELLS CANYON 70,497 BELLSOUTH 85,624 BETA BUSINESS SOLUTIONS 138,663 BLUE HAWAIIAN HELICOPTERS 93,362 BOARD OF COMMISSIONERS OF THE PORT OF NEW ORLEANS 51,416 BOSWELL OIL CO. 103,325 C. EBERLE SONS CO 59,206 DAYCOM SYSTEMS 1,010,913 DELAURIER, DIANNE J 59,512 DELAWARE SECRETARY OF STATE - THE PRENTICE-HALL CORP 62,016 DISPENSER JUICE INC 107,851 DON HO PRODUCTIONS 60,000 ECOLAB 89,862 EDELMAN 50,000 EDELMAN PUBLIC RELATIONS 120,748 EMBASSY SUITES 115,479 EMBASSY VACATION RESORT 53,765 FAMILY TREE PRODUCE 250,270 FINE ART WHOLESALERS, INC 161,983 FLEET MEDICAL RESOURCES 74,933 GERRY LOU & ASSOCIATES 282,365 GODWIN GROUP 1,065,494 H.F.M. FOOD SERVICE 251,161 HARBOR PETROLEUM INC. 53,008 HAWAII MEDICAL SERVICE ASSN. 95,358 HAWAII STATE TAX CO 163,023 HAWAII STEVEDORES INC 264,342 HAWAIIAN TUG & BARGE 133,650 HELI USA AIRWAYS, INC 157,626 HOLLAND AMERICAN LINE 2,593,435 HOPEMAN BROTHERS MARINE INTERIORS 1,085,035 HT&T COMPANY 92,586 ICS LOGISTICS 64,075 INGALLS 15,664,000 INKTEL DIRECT 122,246 INTEGRAL CONSTRUCTION OF BROWARD, INC 78,866 INTERNATIONAL BUSINESS MACHINES CORP 54,073 IRS 119,079 J P MORGAN CHASE 29,990,703 J WILSON & ASSOCIATES 238,268 JM INCORPORATED 77,476 JMG CORP 91,667 JOHN W. STONE OIL 105,864 KENNEDY ENTERTAINMENT 169,116 KING FOOD SERVICE 994,197 KONA COLD LOBSTERS LTD 97,286 KYO-YA CO LTD. 103,526 LATHAM & WATKINS 395,328 LUKEN'S POULTRY, FISH & SEAFOOD 594,174
1 of 2 AMERICAN CLASSIC VOYAGES PAYMENTS MADE 90 DAYS PRIOR TO FILING ALL PAYMENTS MADE BY AMCV CRUISE OPERATIONS, INC.
AMOUNT PAID IN VENDOR LAST 90 DAYS ---------------------------------------------------- -------------- MALOLO BEVERAGE $ 111,077 MARITIME TELECOMMUNICATION NETWORK 69,593 MAUI DOWNHILL 53,117 MAUI PRINCE HOTEL 272,455 MCCABE, HAMILTON & RENNY LTD 219,995 MCI WORLDCOM 60,960 MERS INC / DBA THE BOAT STORE 97,823 METLIFE 53,569 MFD 700 BISHOP INC 56,680 MONTSHIP 140,000 MULTICOM C/O BOBROFF, HESSE, LINDMARK & MARTONE 159,090 OHANA AVIATION, INC. 70,675 OUTRIGGER WAILEA RESORT 94,418 PARAFAX 83,748 PERFORMARK, INC 177,225 PETER A MAYER ADVERTISING INC 2,389,863 PPF HAWAII INC./CSI 269,964 PRESTON GATES 786,634 QWEST BUSINESS SERVICES 284,690 REITER PETROLEUM INC 56,961 ROBERTS HAWAII, INC 971,226 ROBINSON, LEE 114,551 RYLANDER COMPANY 94,713 SCHOTTEL INC 65,352 SEAFARERS INTERNATIONAL UNION 728,004 SEAKING, INC. 352,100 SEYFARTH, SHAW, FAIRWEATHER & GERALDSON 91,304 SOMERSET REFINERY, INC 75,055 SOUTHERN WINE & SPIRITS 82,522 STATE OF HAWAII 1,433,028 STATE OF KENTUCKY 235,000 STEAMSHIP INSURANCE MANAGEMENT SERVICES LTD 306,184 SUNSHINE HELICOPTERS, INC. 97,155 SYSCO FOOD SERVICES 742,136 TESORO FUEL 1,500,000 THE 401(K) COMPANY 513,853 THIESSEN OIL CO 98,511 TILLBERG DESIGN AB 121,613 TRANSPORTATION INSTITUTE 61,600 TRAVELOCITY.COM LP 30,000 TRIPMATE INSURANCE COMPANY 1,046,103 UNITED INDUSTRIAL WORKERS WELFARE PLAN 342,903 US DEPT OF TRANSPORTATION MARITIME ADMINISTRATION 86,045 US POSTMASTER 209,593 VACATION.COM 69,072 VANDALIA BUS LINES, INC. 59,011 WAIALEALE BOAT TOURS, INC. 56,708 WALSH MONZACK AND MONACO, PA 75,000 WESTAFF 144,637 WORKSPACE CORPORATION 75,000 WORLD MARKETING INTEGRATED SOLUTIONS INC 71,262 Y. FUKUNAGA PRODUCTS LTD. 96,025 ------------- $ 106,217,857 =============
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