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Keisler Engineering Part II

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Old 01-24-2014, 12:40 PM
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Plasticman
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Default Keisler Engineering Part II

Received this from Keisler today:

Last Thursday January 16, I ceased operations of Keisler Engineering Inc by filing it into a Chapter 7 Liquidation Bankruptcy. This was a sad day for our customers, vendors, employees and families, many of which had been with us for 5-10 years. And this brought to a close a 22 year long run of the company I started in my garage in 1991 that grew to become the innovator and leader of the 5-speed overdrive transmission market for muscle cars and Corvette.

Why Close Keisler Engineering Now?

The decision to close Keisler Engineering Inc in Chapter 7 Liquidation is covered in some detail on our Facebook page here. Another reason why I decided to place the company into a Chapter 7 liquidation type bankruptcy was to cleanse the assets of the liabilities that were preventing the company from thriving financially as well as providing the highest level of customer service our customers deserved. The liabilities and overhead of KE coupled with my own personal financial liabilities that lingered from the $4 Million acquisition of GM's Muncie Transmission equipment purchase in 2006 made it impossible for me to bring in financing and working capital needed to get KE operating in the "sweet spot" where orders ship 100% complete and with quick delivery. It was time to hit the START OVER button - both for the company and myself to get out of the financial entanglements. As of January 16 2014, that process of start over has begun.

The closing of the company and the many vendors and customers affected rests completely on my shoulders as the President & CEO. There is no good time when it comes to closing a company, but it was my fiduciary duty to take the action needed to prevent further loss to the customers and vendors. From Dec 6 to approximately Jan 15, more than 122 transmission orders were shipped out the door, plus a whole lot of parts orders. We finished out the 2013 year with over 1,000 transmissions shipped. Had we completed all orders on the books at the time of closure the number would have been closer to 1,300 transmissions. About half of the unfilled units were SS700 which I came to the conclusion would be impossible to fill swiftly.

What Happens to Keisler Engineering in Chapter 7 Bankruptcy?

The court assigned Mr. John Newton of Mayer & Newton as the appointed Trustee to Keisler Engineering's case. Mr. Newton has determined it is in the best interest of the creditors that Keisler Engineering be sold as either:

1) Complete & Fully Intact Operation Asset, OR

2) grouped assets that comprise the whole operation

This means the Buyer(s) could purchase the Assets including the Trademarked name, website, customer list, designs and inventory ... everything - clean and free of any Liabilities or entanglements, and put them back to work at the same facility or a facility of the Buyer's election. There is more than $400,000 of Inventory assets. And there are important pieces of machinery such as the Spin Test Machine.

Mr. Newton further states that he would like to select a Buyer in the coming 4-6 weeks, and get the sale approved by the Court in swift fashion.

There is a small amount of component parts product ready to ship, like special order driveshafts, that Mr. Newton would like to get shipped to customers in the coming 1-2 weeks.

Who can be a Buyer of the Keisler Engineering Operation?

YOU can be a Buyer. There are NO restrictions. If you are a Creditor to KE in the Ch7 Schedule F, you can be a Buyer. But your Creditor claim amount does not serve to "credit bid" meaning new money would need to be provided.

The operation can be started in the existing facility immediately, or preferably relocated to a smaller facility nearby with lower overhead, or even moved out of state. Most of the Keisler Engineering employees are available to be hired as of January 23. I am also available to support the start-up and long term go-forward.

IF YOU WANT TO SEE A NEW COMPANY FORM TO CONTINUE THE PRODUCT LINE OF KEISLER ENGINEERING AND HELP CUSTOMERS GET THEIR ORDERS FILLED, then skip down to the next section now.

While we wait to see the outcome of the KE Operation Asset Sale, some of you may be seeking to purchase a Keisler transmission kit. In Dec 2013, I sold the Keisler PerfectFit TKO 5-speed and T56 6-speed kit lines to Craig Liberty at Liberty Gear, please contact:

Liberty's High Performance Products, Inc.
6390 Pelham Road
Taylor, Michigan 48180
Phone (313) 278-4040
Fax (313) 381-2411
www.libertysgears.com

Tremec ELITE Distributor

I will update everyone just as soon as possible with more developments.

ALL INQUIRIES ABOUT KEISLER PRODUCT OR TECHNICAL SUPPORT SHOULD BE DIRECTED TO ME. EMAIL REPLIES WILL BE SLOW AT THIS TIME. THE PHONES ARE NOT BEING MANNED AT THIS TIME. THE WEB REQUEST FOR QUOTE PAGE IS CURRENTLY NON-OPERATIONAL SINCE DEC 17 2013 AND WILL NOT BE FIXED AT THIS TIME. I am the only one manning the company at this time (with no compensation) until Trustee John Newton can implement more help. You may reach Mr. Newton at the following:

John Newton, Trustee for KE Inc Case 14-30100

Mayer and Newton

1111 N Northshore Dr, Knoxville, TN 37919
(865) 588-5111 ** do not call; email him only **

johnnewton@mayerandnewton.com

Again, I am sorry to bring this news and that I could not do a better job to maintain the KE Inc in operation. But, as you read my lengthy posts on Facebook, you will understand that closure of the company to move forward was in the best interest of everyone.

Happy Motoring,
Shafi Keisler, Pres/CEO shafi.keisler@keislerauto.com

Keisler Engineering, Inc.

*** EMAIL ONLY PLEASE - NO PHONE CALLS AT THIS TIME **

Celebrating 22 Years of Innovation 1991 - 2014 Jan 15

Proposal for New Company Co-Operative Ownership by the Customers, Vendors & Management

Today I presented to Trustee John Newton a concept to gather buyers for the entire Keisler Engineering Operation Assets. He was agreeable for me to pitch this to you with the understanding that THIS BUYER GROUP APPROACH IS STRICTLY A PRIVATE TRANSACTION AND NOT AFFILIATED WITH THE TRUSTEE OR THE BANKRUPTCY PROTECTIONS PROVIDED TO CREDITORS. So here is the concept for your consideration:

A new Limited Liability Corporation company is formed with the sole purpose to purchase, own and operate the entire Keisler Engineering operation. Mission is to provide the performance aftermarket with class leading 5 & 6-Speed transmissions. Included in this mission is to fulfill the outstanding open orders of ALL Customer Creditors over a period of time, or a cash settlement over time for ALL Customers Creditors of Keisler Engineering Inc. Cancelled orders and refunds are not part of the outstanding open orders. At the time of closure, the cost for KE Inc to complete ALL Customer Creditor open orders including backorders, was approximately $476,399 for materials plus the direct labor and overhead to assemble, test, pack and ship.

To make this work, the new LLC shall be formed with Stock Shares types as defined below. Money to purchase the KE Operation Assets shall be raised from a portion of the sale of Preferred type Stock Shares. Monies raised shall be kept in an Escrow Account and not released until the court approves purchase of KE Operation Assets by the new LLC. The purchase amount for KE Operation Assets is unknown but must be the highest offer submitted to Trustee John Newton. There is no guarantee the new LLC would be able to make the highest offer; any other potential buyer group may ultimately outbid the new LLC group which would result in the escrowed funds being returned to every purchaser of Preferred type Stock Shares.

Assuming the new LLC can make the highest offer and purchase the assets, the funds from Escrow will be released into the new LLC, and the purchase will be made, and at some point shortly thereafter Creditors of KE Inc will receive their distribution of this money pro-rata.

The first order of business for the new LLC is to create the cash flow projections and determine how much additional working capital, if any, will be required. Additional working capital may come from the sale of more Preferred Stock Shares (best way, no debt), or a working line of capital from a bank loan or private lending source. Once the required amount of working capital is funded, execution of start up shall begin. From my experience, the new LLC can be started up with a minimum of full time personnel - just myself (Shafi Keisler), one (1) straight commission technical salesman, one (1) customer service/shipping and two (2) production associates. The remainder of staffing (additional production plus financial, purchasing, engineering) would be part time contractors until the sales and work load requires full time support.

The Product Line would be streamlined into the following:

PerfectFit Tremec TKO & T56 transmissions enhanced by Liberty Gear for superior shift quality of Keisler's previous Tremec offering. Liberty Gear is a Tremec Elite Distributor and they invested several hundred thousand dollars in 2013 to purchase the Keisler PerfectFit designs, inventory and equipment in an effort to maintain supply of the product to the market. Craig Liberty, the owner, has offered to DONATE all of his inventory at KE to the new LLC and allow all of the equipment he purchased to remain in place as his further Good Will to help all of us affect a start up under my leadership.

Rallye Sport, Super Sport - these current product lines will run until the tool up of the brand new replacement 5 & 6-Speed versions in-process are complete and into production. My chief engineer at KE, Dick McCord, and I have completed the all new SS 5-speed design (not to be confused with Legend Gear & Transmission LGT-700; not the same product). And the SS 6-speed version needs approximately 6 months of preparation to complete design and validation testing. These new designs take the current RS & SS technology to the next level for features, fit and torque capacity. The best gear manufacturer I have experience with resides in Detroit, and they have offered to tool up the entire gearset for the 5 & 6-speed product lines and hold the inventory at their expense. This is a tremendous offering from this supplier, who has a near perfect performance record for quality and delivery AND whose price is less than any other US manufacturer I have used to date. Already, they have hundreds of gears on the shelf for this product line.

All the Accessories - from Hydraulic Clutch Kits, to Pedals, Shifter Handles, ***** and much more. These proven accessories complement the transmission kit, and provide a bottom line profit and value that is unmatched in the industry.

Ownership in the new LLC will be represented by Stock Shares of three types:
1) Preferred type stock shares - purchased with new money and may be privately traded with few restrictions. The price is $1 (one US dollar) per share. 2) Customer Creditor type stock shares - non-traded shares that represent the final claim amount, less final distributions by the Trustee. As the new LLC fills the open orders of Customer Creditor or provides a cash settlement, the Customer Creditor Stock Shares are converted to Management Stock Shares until there is no remaining Customer Creditor Stock Shares. It is the goal of Management to fill all the open orders as soon as possible, and thereby increasing its ownership share in the company.
3) Management type stock shares - non-traded shares representing Shafi Keisler and company management. This would be established at a minority share position of to be determined. The Preferred Stock Share Holders and Customer Creditor Stock Share Holders in total would be the Majority Owners of the new LLC at the time of start-up.

A board of directors would be set up to provide oversight to the company. These would be selected from members of each Stock Share type - Preferred, Creditor and Management.

VALUATION of the new LLC

All monies raised thru sale of Preferred Stock Shares prior to operation start-up will determine the value of the new company. For example, if a total of 600,000 shares of Preferred Stock in new LLC are sold at $1 per share, for a total of $600,000, then the initial value of the company is $600,000.

PURCHASE of Preferred Stock Shares of the new LLC

The minimum level of investment for Customers is no less than three thousand dollars ($3000.00) for three thousand shares (3,000 shares). The minimum level of investment for Vendors is five thousand dollars ($5,000.00) for five thousand shares (5,000 shares).

SUMMARY

This new LLC company has the ability to start up quickly and build proven product by proven people but with much better management, financial stability and customer service. New sales will build profitability, of which a portion will be used to fill open customer orders of KE Inc at the time of its closing Jan 15.

The historical proven Cost of Goods including direct labor is approximately 60% which leaves a Gross Margin of approximately 40%. Sales would be approximately $4 million dollars or more in the first (1st) year, growing to $8 million dollars or more by the third (3rd) year. These sales projections are speculative estimates which match the actual sales revenues of KE Inc from 2007-2013. Given the fact that no other company has the highly engineered product line, brand recognition, customer base or supplier base, this new LLC could and should out perform Keisler Engineering Inc in every way, for any historical sales year - even the high mark when net profits were close to 1 Million dollars.

Please contact Shafi Keisler by email HERE (NewcoKeisler@gmail.com) if you wish to consider participation in the new go forward business opportunity. Numerous details will be cannot be covered in this announcement, and I am certain you will have questions.

Let's try to make this happen ... together!

Best Regards,
Shafi Keisler

Keisler TKO Kit Holding Strong - 7 YEARS Later!

Last edited by Plasticman; 01-24-2014 at 12:43 PM.
Old 01-24-2014, 12:48 PM
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jimh_1962
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Sorry for all of the customer's involved especially the people who never received their orders. For some reason they kept sending me a newsletter even though I never bought any products from them.

Part II... Should be conclusion since chapter 7 protection.
Old 01-24-2014, 01:03 PM
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4 Speed Dave
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Did I just read that right. Is this guy for real? He wants the same people who got screwed out of their deposits and or parts to invest in a new company. This guy is the Bernie Madoff of the motorsports world, what a real POS.
Old 01-24-2014, 01:25 PM
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Old 01-24-2014, 01:42 PM
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bothred
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The following paragraph from Shafti should make you feel better. The way I read this is, to those who lost thier deposits, it's in your best interest. I know I feel better now that Shafti can move forward, with other people's money. But that's just me.

SHAFTI; "Again, I am sorry to bring this news and that I could not do a better job to maintain the KE Inc in operation. But, as you read my lengthy posts on Facebook, you will understand that closure of the company to move forward was in the best interest of everyone."
Old 01-24-2014, 02:07 PM
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Tampa Jerry
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As an old stock and bond trader, the SEC would have a field day with this. Sounds like he is trying to sell securities without a license. I am no attorney, but it also sounds like he is trying to disguise a Chapter 11 filing as a Chapter 7 filing. Run Forrest, run. Jerry
Old 01-24-2014, 02:57 PM
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Originally Posted by bothred
The following paragraph from Shafti should make you feel better. The way I read this is, to those who lost thier deposits, it's in your best interest. I know I feel better now that Shafti can move forward, with other people's money. But that's just me.

SHAFTI; "Again, I am sorry to bring this news and that I could not do a better job to maintain the KE Inc in operation. But, as you read my lengthy posts on Facebook, you will understand that closure of the company to move forward was in the best interest of everyone."
Shafti...

Don
Old 01-24-2014, 03:23 PM
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Are you f'ing kidding me!!!!!!!!!

cleanse the assets of the liabilities that were preventing the company from thriving financially as well as providing the highest level of customer service our customers deserved.
Go tell that to all the customers that were screwed out of their money. I find it amusing someone could type that knowing that a lot of people lost hard earned money thinking they were dealing with a top shelf company.

Screw me once shame on you, screw me twice well you know the rest.
Old 01-24-2014, 03:34 PM
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Default Shafti

Originally Posted by Shafti
Shafti...
From my experience, the new LLC can be started up with a minimum of full time personnel - just myself (Shafi Keisler),.......
....help all of us affect a start up under my leadership.
I had to read this twice!
It seems like he is seriously be asking customers to invest in a new company RUN BY HIM!
IF anyone picks up the crumbs of his mess, I hope they are smart enough to put some serious distance between themselves and him.
I say ban him forever from both the hobby and the forum.
Old 01-24-2014, 07:13 PM
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Originally Posted by Tampa Jerry
As an old stock and bond trader, the SEC would have a field day with this.
I was a Senior Executive at the SEC Jerry...this isn't even close.
As sad as it is, this fella is probably completely legal in his machinations, but his ethics are in the toilet...
Old 01-26-2014, 02:14 PM
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"cleanse the assets of the liabilities that were preventing the company from thriving financially"

That would be all of us with deposits or full payment that never got anything, interestingly enough not even this letter.... come to think of it maybe because hdid not want all the objections going to the court?
Old 01-26-2014, 06:13 PM
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I would love to put in a 5 speed someday and I have read this whole thing with great interest.
I must say that this letter might be the craziest thing I have read. The whole thing stinks. He can't get it right the first time and he wants to start a new company on the bones of his old customers that got screwed. What ***** he must have. Wow.
Old 01-26-2014, 06:22 PM
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fool me once shame on you, fool me twice shame on me....anyone here that dumb? I hope not
Old 01-26-2014, 07:41 PM
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and, he wants to develop a NEW line of transmissions to replace the RS & SS lines... (seeing as he has nothing else to sell..) so, the new company would have no product line...
Bill

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