Fill in this information to identify your case: United States Bankruptcy Court for the: DISTRICT OF OREGON Case number (if known) Chapter 11  Check if this an amended filing Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy 4/19 If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor's name and case number (if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is available. 1. Debtor's name NORPAC Foods, Inc. 2. All other names debtor used in the last 8 years DBA Stayton Canning Company DBA North Pacific Canners & Packers DBA NORPAC's Oregon Agricultural Center FDBA NORPAC Services FDBA NORPAC Food Sales Include any assumed names, trade names and doing business as names 3. Debtor's federal Employer Identification Number (EIN) 93-0289330 4. Debtor's address Principal place of business Mailing address, if different from principal place of business 3225 25th St. SE Salem, OR 97309 POB 14444 Salem, OR 97309 Number, Street, City, State & ZIP Code P.O. Box, Number, Street, City, State & ZIP Code Marion Location of principal assets, if different from principal place of business County Number, Street, City, State & ZIP Code 5. Debtor's website (URL) www.norpac.com 6. Type of debtor  Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP))  Partnership (excluding LLP)  Other. Specify: Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy Case 19-62584-11 Doc 1 Filed 08/22/19 page 1 Debtor Case number (if known) NORPAC Foods, Inc. Name 7. Describe debtor's business A. Check one:        Health Care Business (as defined in 11 U.S.C. § 101(27A)) Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B)) Railroad (as defined in 11 U.S.C. § 101(44)) Stockbroker (as defined in 11 U.S.C. § 101(53A)) Commodity Broker (as defined in 11 U.S.C. § 101(6)) Clearing Bank (as defined in 11 U.S.C. § 781(3)) None of the above B. Check all that apply  Tax-exempt entity (as described in 26 U.S.C. §501)  Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C. §80a-3)  Investment advisor (as defined in 15 U.S.C. §80b-2(a)(11)) C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See http://www.uscourts.gov/four-digit-national-association-naics-codes. 3114 8. Under which chapter of the Bankruptcy Code is the debtor filing? Check one:  Chapter 7  Chapter 9  Chapter 11. Check all that apply:  Debtor's aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are less than $2,725,625 (amount subject to adjustment on 4/01/22 and every 3 years after that).  The debtor is a small business debtor as defined in 11 U.S.C. § 101(51D). If the debtor is a small business debtor, attach the most recent balance sheet, statement of operations, cash-flow statement, and federal income tax return or if all of these documents do not exist, follow the procedure in 11 U.S.C. § 1116(1)(B).  A plan is being filed with this petition.  Acceptances of the plan were solicited prepetition from one or more classes of creditors, in accordance with 11 U.S.C. § 1126(b).  The debtor is required to file periodic reports (for example, 10K and 10Q) with the Securities and Exchange Commission according to § 13 or 15(d) of the Securities Exchange Act of 1934. File the attachment to Voluntary Petition for Non-Individuals Filing for Bankruptcy under Chapter 11 (Official Form 201A) with this form.  The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule 12b-2.  Chapter 12 9. Were prior bankruptcy cases filed by or against the debtor within the last 8 years?  No.  Yes. If more than 2 cases, attach a separate list. 10. Are any bankruptcy cases pending or being filed by a business partner or an affiliate of the debtor? List all cases. If more than 1, attach a separate list District When Case number District When Case number  No  Yes. Debtor See Attachment District Official Form 201 Relationship When Case number, if known Voluntary Petition for Non-Individuals Filing for Bankruptcy Case 19-62584-11 Doc 1 Filed 08/22/19 page 2 Debtor Case number (if known) NORPAC Foods, Inc. Name 11. Why is the case filed in this district? Check all that apply:   12. Does the debtor own or have possession of any real property or personal property that needs immediate attention? Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days immediately preceding the date of this petition or for a longer part of such 180 days than in any other district. A bankruptcy case concerning debtor's affiliate, general partner, or partnership is pending in this district.  No  Yes. Answer below for each property that needs immediate attention. Attach additional sheets if needed. Why does the property need immediate attention? (Check all that apply.)  It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or safety. What is the hazard?  It needs to be physically secured or protected from the weather.  It includes perishable goods or assets that could quickly deteriorate or lose value without attention (for example, livestock, seasonal goods, meat, dairy, produce, or securities-related assets or other options).  Other Where is the property? Number, Street, City, State & ZIP Code Is the property insured?  No  Yes. Insurance agency Contact name Phone Statistical and administrative information 13. Debtor's estimation of available funds . Check one:  Funds will be available for distribution to unsecured creditors.  After any administrative expenses are paid, no funds will be available to unsecured creditors. 14. Estimated number of creditors 15. Estimated Assets 16. Estimated liabilities Official Form 201  1-49  50-99  100-199  200-999  1,000-5,000  $0 - $50,000  $50,001 - $100,000  $100,001 - $500,000  $500,001 - $1 million  $1,000,001 - $10 million  $10,000,001 - $50 million  $50,000,001 - $100 million  $0 - $50,000  $50,001 - $100,000  $100,001 - $500,000  $500,001 - $1 million  $1,000,001 - $10 million  $10,000,001 - $50 million  $50,000,001 - $100 million  5001-10,000  10,001-25,000  $100,000,001 - $500 million  $100,000,001 - $500 million Voluntary Petition for Non-Individuals Filing for Bankruptcy Case 19-62584-11 Doc 1 Filed 08/22/19  25,001-50,000  50,001-100,000  More than100,000  $500,000,001 - $1 billion  $1,000,000,001 - $10 billion  $10,000,000,001 - $50 billion  More than $50 billion  $500,000,001 - $1 billion  $1,000,000,001 - $10 billion  $10,000,000,001 - $50 billion  More than $50 billion page 3 Debtor Case number (if known) NORPAC Foods, Inc. Name Request for Relief, Declaration, and Signatures WARNING -- Bankruptcy fraud is a serious crime. Making a false statement in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571. 17. Declaration and signature of authorized representative of debtor The debtor requests relief in accordance with the chapter of title 11, United States Code, specified in this petition. I have been authorized to file this petition on behalf of the debtor. I have examined the information in this petition and have a reasonable belief that the information is trued and correct. I declare under penalty of perjury that the foregoing is true and correct. Executed on August 22, 2019 MM / DD / YYYY X /s/ Shawn Campbell Shawn Campbell Signature of authorized representative of debtor Printed name Title 18. Signature of attorney X President /s/ Albert N. Kennedy Date August 22, 2019 MM / DD / YYYY Signature of attorney for debtor Albert N. Kennedy 821429 Printed name Tonkon Torp LLP Firm name 1600 Pioneer Tower 888 SW Fifth Ave Portland, OR 97204-2099 Number, Street, City, State & ZIP Code Contact phone 503-221-1440 Email address albert.kennedy@tonkon.com 821429 OR Bar number and State Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy Case 19-62584-11 Doc 1 Filed 08/22/19 page 4 Debtor Case number (if known) NORPAC Foods, Inc. Name Fill in this information to identify your case: United States Bankruptcy Court for the: DISTRICT OF OREGON Case number (if known) Chapter 11  Check if this an amended filing FORM 201. VOLUNTARY PETITION Pending Bankruptcy Cases Attachment Debtor Relationship to you Hermiston Foods, LLC District Oregon Debtor Quincy Foods, LLC District Oregon Official Form 201 When 8/22/19 Relationship to you When 8/22/19 Affiliate Case number, if known Voluntary Petition for Non-Individuals Filing for Bankruptcy Case 19-62584-11 Affiliate Case number, if known Doc 1 Filed 08/22/19 page 5 1 2 3 4 5 6 7 8 9 10 Albert N. Kennedy, OSB No. 821429 (Lead Attorney) Direct Dial: 503.802.2013 Facsimile: 503.972.3713 E-Mail: albert.kennedy@tonkon.com Timothy J. Conway, OSB No. 851752 Direct Dial: (503) 802-2027 Facsimile: (503) 972-3727 E-Mail: tim.conway@tonkon.com Michael W. Fletcher, OSB No. 010448 Direct Dial: (503) 802-2169 Facsimile: (503) 972-3867 E-Mail: michael.fletcher@tonkon.com Ava L. Schoen, OSB No. 044072 Direct Dial: (503) 802-2143 Facsimile: (503) 972-3843 E-Mail: ava.schoen@tonkon.com TONKON TORP LLP 888 SW Fifth Avenue, Suite 1600 Portland, OR 97204-2099 Attorneys for Debtor 11 12 13 UNITED STATES BANKRUPTCY COURT 14 DISTRICT OF OREGON 15 In re Case No. 16 NORPAC Foods, Inc., DISCLOSURE OF COMPENSATION OF ATTORNEYS FOR DEBTOR PURSUANT TO RULE 2016(b) 17 Debtor. 18 Tonkon Torp LLP ("Tonkon"), pursuant to Bankruptcy Rule 2016(b), states 19 that: 20 1. Tonkon has been engaged by Debtor herein to act as its general 21 bankruptcy counsel in this case. 22 2. In the 12 months preceding the filing of this Chapter 11 case, Tonkon 23 received the payments set forth in its Rule 2014 Verified Statement for Proposed 24 Professional. As of August 22, 2018, Tonkon also held a retainer balance of $10,000 from 25 NORPAC Foods, Inc. in its trust account. Tonkon received additional retainer payments 26 Page 1 of 2 - DISCLOSURE OF COMPENSATION OF ATTORNEYS FOR DEBTOR PURSUANT TO RULE 2016(b) Tonkon Torp LLP 888 SW Fifth Ave., Suite 1600 Portland, OR 97204 503.221.1440 Case 19-62584-11 Doc 1 Filed 08/22/19 1 from NORPAC Foods, Inc. of $50,000 on July 16, 2019, $250,000 on August 16, 2019, and 2 $250,000 on August 22, 2019. Immediately prior to filing the Petition, $102,151 was applied 3 from the retainer to current fees and costs incurred prior to the Petition, which includes the 4 bankruptcy filing fee of $1,717. The remaining retainer balance of $457,849 is held in 5 Tonkon's trust account. All payments were made to Tonkon by Debtor. 6 3. The filing fee for commencing this Chapter 11 case will be paid in full. 7 4. The payments to be made by Debtor to Tonkon for legal services, 8 filing fees, and costs incurred in or in connection with this case will be from Debtor and from 9 property of the bankruptcy estate. Tonkon has not shared or agreed to share with any person, 10 11 other than its members, any compensation paid or to be paid. DATED this 22nd day of August, 2019. 12 TONKON TORP LLP 13 14 By /s/ Albert N. Kennedy Albert N. Kennedy, OSB NO. 821429 Timothy J. Conway, OSB No. 851752 Michael W. Fletcher, OSB No. 010448 Ava L. Schoen, OSB No. 044072 Attorneys for Debtor 15 16 17 009684/00004/10283124v1 18 19 20 21 22 23 24 25 26 Page 2 of 2 - DISCLOSURE OF COMPENSATION OF ATTORNEYS FOR DEBTOR PURSUANT TO RULE 2016(b) Tonkon Torp LLP 888 SW Fifth Ave., Suite 1600 Portland, OR 97204 503.221.1440 Case 19-62584-11 Doc 1 Filed 08/22/19 Fill in this information to identify the case: Debtor name NORPAC Foods, Inc. United States Bankruptcy Court for the: DISTRICT OF OREGON Check if this is an Case number (if known): amended filing Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims and Are Not Insiders 12/15 A list of creditors holding the 20 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims which the debtor disputes. Do not include claims by any person or entity who is an insider, as defined in 11 U.S.C. § 101(31). Also, do not include claims by secured creditors, unless the unsecured claim resulting from inadequate collateral value places the creditor among the holders of the 20 largest unsecured claims. Name of creditor and Name, telephone number Nature of claim (for example, trade complete mailing address, and email address of debts, bank loans, including zip code creditor contact professional services, and government contracts) Henningsen Cold Storage Co POB 35146 #40032 Seattle WA 98124-2146 Fessler Farms Inc. 12096 Monitor-Mckee Rd Woodburn OR 97071 Ampac Flexibles 25366 Network Pl Chicago IL 60673-1253 AG Reserves dba AgriNorthwest POB 2308 Pasco WA 99302 J&M Farming 27471 Mccarty Ranch Lane Echo OR 97826 Terminal Freezers LLC POB 101389 Pasadena CA 91189-1389 VLM Foods USA Ltd C/O KBC Bank Lock Box #160 1177 Avenue of the Americas ICM Dept New York NY 10036 Marbran USA LC POB 202473 Dallas TX 75320-2473 Official form 204 Indicate if claim is contingent, unliquidated, or disputed Amount of claim If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured, fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured claim. Total claim, if Deduction for value Unsecured claim partially secured of collateral or setoff Eric Mauss eric.mauss@henni ngsen.com 503-531-5400 Goods/Services Provided $1,262,557.36 Robert Fessler bobf@woodburnnu rsery.com 503-559-1470 Chuck Koth Charles.Koth@pro ampac.com 513-551-1268 Mark Millard mmillard@agrinw.c om 541-945-1811 Dan McCarty Goods/Services Provided $1,096,499.55 Goods/Services Provided $1,082,078.23 Goods/Services Provided $916,250.67 Goods/Services Provided $802,573.12 danmccarty.dm@g mail.com 541-376-8157 Cris McMahon Goods/Services cmcmahon@lineag Provided elogistics.com 402-891-2549 Dianne Beaudry dianne@ardovlm.c om 514-426-4100 $579,308.33 Goods/Services Provided $547,010.55 Fernanda Guajardo Goods/Services fguajardo@marbra Provided n.com 956-630-2941 $518,600.55 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured claims Software Copyright (c) 1996-2019 Best Case, LLC - www.bestcase.com Case 19-62584-11 page 1 Best Case Bankruptcy Doc 1 Filed 08/22/19 Debtor Case number (if known) NORPAC Foods, Inc. Name Name of creditor and Name, telephone number Nature of claim (for example, trade complete mailing address, and email address of debts, bank loans, including zip code creditor contact professional services, and government contracts) Indicate if claim is contingent, unliquidated, or disputed Amount of claim If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured, fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured claim. Total claim, if Deduction for value Unsecured claim partially secured of collateral or setoff KYWA International Group LLC 5335 Meadows Rd Suite 370 Lake Oswego OR 97035 Butler Farms LLC 10704 Mill Creek Rd SE Aumsville OR 97325 Martin Bros POB 69 Cedar Falls IA 50613 Jordan Wick Goods/Services jordan@kywaintern Provided ational.com 5036390300 $404,854.30 Goods/Services Provided $404,774.96 Trade Liability $400,141.06 Keudell Farms Inc. 12444 West Stayton Rd SE Aumsville OR 97325 Greg & Stan Herr 9631 Selah Springs Rd NE Silverton 97381 Panda Express 1683 Walnut Grove Avenue Rosemead CA 91770 Expor-San Antonio PMB 550 10800 Alpharetta Hwy Suite 208 Roswell 30076-1474 Haener Living Trust 11644 Ehlen Rd Aurora OR 97002 Tim & Joani butlerfarms@wvi.c om 503-749-1701 Natalea Koehn nkoehn@martinbro s.com 319-273-9782 Scott Nienke kfi@wvi.com 503-507-9567 Goods/Services Provided $392,543.19 Stan Herr Goods/Services stan9631@aol.com Provided 503-510-7090 $381,818.87 Toby Selogdji Trade Liability Toby-selogdji@pan darg.com 626-372-8433 Rosi Alequin Goods/Services RosiA@rfsltd.com Provided 770-993-0030 $351,263.56 Del Haener delhaener@gmail.c om 503-559-1451 David marge@obersinner nursery.com 503-873-4004 Goods/Services Provided $320,337.48 Goods/Services Provided $306,881.29 Obersinner Farms Inc. 7886 North Howell Rd NE Silverton OR 97381 Supervalu Urbana POB 990 Minneapolis MN 55440 Winco Foods POB 52 Boise ID 95358 Official form 204 $330,858.34 Trade Liability Ashley Eland-Smithburg ashley.e.eland-smit hburg@supervalu. com 952-932-1987 Susan Barry Trade Liability Susan.Barry@winc ofoods.com 208-672-2471 $302,490.12 $301,004.24 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured claims Software Copyright (c) 1996-2019 Best Case, LLC - www.bestcase.com Case 19-62584-11 page 2 Best Case Bankruptcy Doc 1 Filed 08/22/19 Debtor Case number (if known) NORPAC Foods, Inc. Name Name of creditor and Name, telephone number Nature of claim (for example, trade complete mailing address, and email address of debts, bank loans, including zip code creditor contact professional services, and government contracts) Unipro POB 405762 Atlanta GA 30384-5762 Teamsters Local 760 1211 W Lincoln Ave Yakima WA 98902 Beverly DeShon deshon@unipro.co m 770-799-7408 Leonard Crouch leonard@teamsters 760.org 509-452-7194 Cannery Local 670 Michael POB 3048 Beranbaum Salem OR 97302 mberanbaum@tea mster670.org 503-378-1444 Western Conference 206-329-4900 of Teamsters Pension Trust Fund POB 34080 Seattle WA 98124 Oregon Processors William C Earhart Employees Trust Company, Inc. Unit 33 info@wcearhart.co c/o US Bank POB m 4500 1-800-547-1314 Portland OR 97208 Official form 204 Indicate if claim is contingent, unliquidated, or disputed Amount of claim If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured, fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured claim. Total claim, if Deduction for value Unsecured claim partially secured of collateral or setoff Trade Liability $297,763.65 Union Unknown but in excess of $250,000 Union Unknown but in excess of $250,000 Health/Welfare trust, Pension trust Unknown but in excess of $250,000 Health/Welfare trust, Pension trust Unknown but in excess of $250,000 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured claims Software Copyright (c) 1996-2019 Best Case, LLC - www.bestcase.com Case 19-62584-11 page 3 Best Case Bankruptcy Doc 1 Filed 08/22/19 Fill in this information to identify the case: Debtor name NORPAC Foods, Inc. United States Bankruptcy Court for the: DISTRICT OF OREGON Case number (if known)  Check if this is an amended filing Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors 12/15 An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and submit this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in the document, and any amendments of those documents. This form must state the individual’s position or relationship to the debtor, the identity of the document, and the date. Bankruptcy Rules 1008 and 9011. WARNING -- Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in connection with a bankruptcy case can result in fines up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. §§ 152, 1341, 1519, and 3571. Declaration and signature I am the president, another officer, or an authorized agent of the corporation; a member or an authorized agent of the partnership; or another individual serving as a representative of the debtor in this case. I have examined the information in the documents checked below and I have a reasonable belief that the information is true and correct:          Schedule A/B: Assets–Real and Personal Property (Official Form 206A/B) Schedule D: Creditors Who Have Claims Secured by Property (Official Form 206D) Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 206E/F) Schedule G: Executory Contracts and Unexpired Leases (Official Form 206G) Schedule H: Codebtors (Official Form 206H) Summary of Assets and Liabilities for Non-Individuals (Official Form 206Sum) Amended Schedule Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims and Are Not Insiders (Official Form 204) Other document that requires a declaration I declare under penalty of perjury that the foregoing is true and correct. Executed on X /s/ Shawn Campbell Signature of individual signing on behalf of debtor August 22, 2019 Shawn Campbell Printed name President Position or relationship to debtor Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors Software Copyright (c) 1996-2019 Best Case, LLC - www.bestcase.com Case 19-62584-11 Best Case Bankruptcy Doc 1 Filed 08/22/19 1 2 3 4 5 6 7 8 9 10 Albert N. Kennedy, OSB No. 821429 (Lead Attorney) Direct Dial: 503.802.2013 Facsimile: 503.972.3713 E-Mail: albert.kennedy@tonkon.com Timothy J. Conway, OSB No. 851752 Direct Dial: (503) 802-2027 Facsimile: (503) 972-3727 E-Mail: tim.conway@tonkon.com Michael W. Fletcher, OSB No. 010448 Direct Dial: (503) 802-2169 Facsimile: (503) 972-3867 E-Mail: michael.fletcher@tonkon.com Ava L. Schoen, OSB No. 044072 Direct Dial: (503) 802-2143 Facsimile: (503) 972-3843 E-Mail: ava.schoen@tonkon.com TONKON TORP LLP 888 SW Fifth Avenue, Suite 1600 Portland, OR 97204-2099 Attorneys for Debtor 11 12 13 UNITED STATES BANKRUPTCY COURT 14 DISTRICT OF OREGON 15 In re Case No. 16 NORPAC Foods, Inc., CERTIFICATE OF SERVICE OF LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS ON THE U.S. TRUSTEE 17 Debtor. 18 19 I hereby certify that I served (1) a copy of the List of Creditors Holding 20 20 Largest Unsecured Claims; (2) address mailing labels for Debtor, Debtor's attorney, and a 21 contact person for each creditor on the list; and (3) this Certificate of Service, on the U.S. 22 Trustee at 620 SW Main Street, Room 213, Portland, Oregon 97205, by mailing copies 23 *** 24 *** 25 *** 26 *** Page 1 of 2 - CERTIFICATE OF SERVICE OF LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS ON THE U.S. TRUSTEE Tonkon Torp LLP 888 SW Fifth Ave., Suite 1600 Portland, OR 97204 503.221.1440 Case 19-62584-11 Doc 1 Filed 08/22/19 1 thereof to the address set forth and depositing in the U.S. mail at Portland, Oregon on August 2 22, 2019. 3 DATED this 22nd day of August, 2019. 4 TONKON TORP LLP 5 6 By /s/ Albert N. Kennedy Albert N. Kennedy, OSB NO. 821429 Timothy J. Conway, OSB No. 851752 Michael W. Fletcher, OSB No. 010448 Ava L. Schoen, OSB No. 044072 Attorneys for Debtor 7 8 9 10 11 009684/00004/10287998v1 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Page 2 of 2 - CERTIFICATE OF SERVICE OF LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS ON THE U.S. TRUSTEE Tonkon Torp LLP 888 SW Fifth Ave., Suite 1600 Portland, OR 97204 503.221.1440 Case 19-62584-11 Doc 1 Filed 08/22/19