Attached files
| file | filename |
|---|---|
| 8-K - RAINIER PACIFIC FINANCIAL GROUP, INC. FORM 8-K - RAINIER PACIFIC FINANCIAL GROUP INC | rp8k-52610.htm |
Exhibit
99.1
IN
THE SUPERIOR COURT OF THE STATE OF WASHINGTON
IN
AND FOR THE COUNTY OF PIERCE
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In
re:
RAINIER
PACIFIC FINANCIAL GROUP, INC., a Washington corporation.
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No.
10-2-09666-9
ORDER
APPOINTING RECEIVER FOR RAINIER PACIFIC FINANCIAL GROUP, INC.
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THIS
MATTER came before this Court for hearing upon the Petition for Receivership
with respect to Rainier Pacific Financial Group, Inc., a Washington
Corporation. This Court has reviewed and considered the following
evidence and submissions by the parties:
1. Declaration
of John A. Hall dated May 20, 2010;
2. Declaration
of William L. Beecher dated May 21, 2010;
3. Declaration
of Jonathan W. Blado dated May 26, 2010;
4. Petition
for Receivership; and
5. All
other pleadings filed in this matter.
This Court has heard and considered the
oral argument by the parties present and deems itself fully advised in the
matter. Based upon the pleadings in this matter and presentation of
the parties, this Court has determined that the Petition for Receivership is
well founded and that William L. Beecher is an eligible and appropriate person
to serve as Receiver of Rainier Pacific
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ORDER
APPROVING RECEIVER - 1 OF 5
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Attorneys
at Law
Bank
of America Building, 2nd Floor
3408
South 23rd Street
Tacoma,
WA 98405-1609
Tel
(253) 272-2997 Fax (253)
627-6252
|
Financial
Group, Inc. Now, therefore, it is hereby:
ORDERED, ADJUDGED and DECREED as
follows:
1. The
Petition for Receivership is granted.
2. Rainier
Pacific Financial Group, Inc. is hereby placed into Receivership pursuant to RCW
7.60.
3. Attorney
William L. Beecher is hereby appointed Receiver over all the property, assets
and accounts of Rainier Pacific Financial Group, Inc., to take control forthwith
over all of Rainier Pacific Financial Group Inc.’s dealings and transactions
with any individual or entity, with full access to all of the company’s books
and records necessary or useful to him in the exercise of his powers as Receiver
over the company’s business and transactions, in order to (a) preserve the status quo, (b) ascertain the
nature and extent of creditor claims against the company, (c) ascertain the true
financial condition of the company, (d) preserve the assets of the company, (e)
prevent the encumbrance or disposal of property or assets of the company and its
shareholders and creditors, and (f) respond to shareholder and creditor
inquiries.
4. To
the extent not otherwise enumerated herein, the Receiver shall have all powers
of a general receiver as set forth in RCW 7.60.
5. To
effectuate the foregoing, the Receiver is empowered to:
a. Take
and retain immediate possession and control of all of the assets andproperty, and all books, records and
documents of
Rainier Pacific Financial Group, Inc.;
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ORDER
APPROVING RECEIVER - 2 OF 5
|
Attorneys
at Law
Bank
of America Building, 2nd Floor
3408
South 23rd Street
Tacoma,
WA 98405-1609
Tel
(253) 272-2997 Fax (253)
627-6252
|
| b. Have exclusive control of and be made the sole authorized signatory for all accounts at any bank, brokerage firm or financial institution that has possession or control of any assets or funds of the company; | ||
| c. Conduct business, and pay from available funds necessary business expenses as required to preserve or maximize the value of the assets and property of the company; | ||
| d. Engage and employ persons, including accountants, attorneys and experts, to assist in the carrying out of the Receiver’s duties and responsibilities hereunder, including appointing a person or entity to manage any aspect of the business of the company, and to use available funds as required to preserve the assets and property of the company; | ||
| e. Report to the Court and the parties, within forty-five (45) days from the date of the entry of this order, and subject to such reasonable extensions as the Court may grant the following information: | ||
| (i) All assets, money, funds, securities, and real or personal property then held directly or indirectly by or for the benefit of the company, including, but not limited to, real property, bank accounts, brokerage accounts, investments, business interests, personal property, wherever situated, identifying and describing each asset, its current location and value; | ||
| (ii) A list of secured creditors and other financial institutions with an interest in the assets of the Receivership; | ||
| (iii) A list of any other creditors of the company. | ||
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ORDER
APPROVING RECEIVER - 3 OF 5
|
Attorneys
at Law
Bank
of America Building, 2nd Floor
3408
South 23rd Street
Tacoma,
WA 98405-1609
Tel
(253) 272-2997 Fax (253)
627-6252
|
f. Develop
a preliminary plan for the administration of the assets of the
Receivership.
6. Rainier
Pacific Financial Group, Inc. shall agree to provide any written authorizations
necessary for the Receiver to exercise the foregoing powers over the
company.
7. The
Receiver’s appointment is conditioned upon furnishing a bond in the amount of
$20,000.00 pursuant to RCW 7.60.045.
8. The
Receiver’s Fee and Retainer Agreement, proposed by Petitioner, is hereby
approved in the form attached as Exhibit A to the Declaration of William L.
Beecher dated May 21, 2010.
9. The
Receiver and his advisors shall be and are hereby indemnified by the company and
each of them, except for acts constituting gross negligence, willful misconduct,
fraud, and breach of fiduciary duty determined by final order no longer subject
to appeal or certiorari, for all judgments, losses, costs, and reasonable
expenses including legal fees (which shall be paid under the indemnity after
court approval as they arise), arising from or related to any and all claims or
whatsoever type brought against any of them in their capacities as Receiver or
advisors to the Receiver; provided, however, that nothing herein shall limit the
immunity of the Receiver and his advisors allowed by law, or deprive the
Receiver and his advisors of indemnity for any act or omission for which they
have immunity.
10. No
creditor or claimant against Rainier Pacific Financial Group, Inc., or any
person acting on behalf of such creditor or claimant, shall take any action to
interfere with the control, possession, or management of the assets subject to
the Receivership. The appointment of the Receiver under this order
shall operate as an automatic stay of proceedings pursuant to RCW
7.60.110.
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ORDER
APPROVING RECEIVER - 4 OF 5
|
Attorneys
at Law
Bank
of America Building, 2nd Floor
3408
South 23rd Street
Tacoma,
WA 98405-1609
Tel
(253) 272-2997 Fax (253)
627-6252
|
11. This
order shall be, and is, binding upon Rainier Pacific Financial Group, Inc.,
including its partners, agents, employees, attorneys, subsidiaries, affiliates,
successors, and those persons in active concert or participation with them who
receive actual notice of this order by personal service, facsimile service,
telephone, e-mail or otherwise.
12. The
Contract for Services proposed by Petitioners is hereby approved in the form
attached as Exhibit A to the Declaration of Jonathan W. Blado dated May 26,
2010. The law firm of Blado Kiger, P.S. and its attorneys are hereby
approved to act as Special Counsel to the Receiver, to be compensated as set
forth in the Contract for Services. Pursuant to RCW 7.60.180(2), the
law firm of Blado Kiger, P.S. and its attorneys are not disqualified from
employment because of their employment by Rainier Pacific Financial Group, Inc.;
Blado Kiger, P.S.’s employment by Rainier Pacific Financial Group, Inc. was
disclosed in the application for their employment, and there is no actual
conflict of interest or inappropriate appearance of a conflict by appointing
them as Special Counsel to the Receiver.
13. Because
Rainier Pacific Financial Group, Inc. no longer serves a business purpose, good
cause exists, and this Court hereby authorizes the Receiver to dissolve the
company after the settlement of all creditor claims, and to wind up the business
of the company pursuant to RCW 7.60.060(2)(d) and (3).
Done in open court this 26th day of May,
2010.
| /s/ Mark Gelman | |
| MARK GELMAN, COMMISSIONER | |
Presented
by:
BLADO
KIGER, P.S.
/s/
Johnathan W.
Blado
JONATHAN
W. BLADO, WSBA #7813
Attorney
for Petitioner