K-Line Close Outs?

According to several threads on various O Gauge forums, Lionel has sent train shops a sales letter containing a list of original K-Line inventory, manufactured by K-Line before Lionel's involvement, available at reduced prices.  These items will not have warranty coverage from Lionel and will be sold as-is.  I've seen a copy of the letter from Lionel's VP of Sales posted on several forums and judging by the posts in the forums it seems to be legitimate.  The letter also states that new "K-Line by Lionel" products will be in Lionel's 2006 Volume 2 catalog (info that is consistent with a Lionel press release about the K-Line deal released in April) due out in July '06 .  Contact your local train shop for more details.

Related Posts
New Press Release From Lionel About K-Line Deal

Lionel and MTH Legal Recap By Erol B. Gurcan

April 26, 2006 - Last  week, I posted several  articles concerning  the current state  of Lionel’s  legal matters. However, last week was also a vacation week since it was right after Easter, and  many kids were off  from school. Thus, many O gauge enthusiasts may have been away with their kids  or grandchildren,  and not read some or any of my legal posts. Many also  went to the York meet and  may not have read the on line forums  in the few days before it. This article will bring you up to speed  as there were several important and interesting legal matters last week that directly affected Lionel and/or MTH. Even if you read my posts last week, I think you will learn something new in this article.    

1)    I reported on April 17  the Sanda Kan K-Line sale of assets agreement  was scheduled to be signed and completed in a couple of days. The deal was completed last

New Press Release From Lionel About K-Line Deal

Lionel's CEO Jerry Calabrese has issued a press release today on Lionel's web site.  If you have been following OGaugeWatch.com over the past week there's not much new news in the statement.  You can read his statement here.

Legal Matters Update

Erol Gurcan posted his latest update on several legal matters within the O Gauge industry on the OGR Forum.  Check it out here.

UPDATE: Here is another update from Erol:

Hi,Dave-here is the latest on the K-Line Sanda Kan deal. You can post it on ogaugewatch.com

In my legal article yesterday, I stated the asset purchase agreement between Sanda Kan and K-Line was scheduled to  be signed the same day (April 17). I also stated the closing should occur in a couple of days. I can now confirm based on my two sources closely involved with the deal that both the asset purchase agreement was signed  today (April 18) and the closing also took place today. The closing involved Sanda Kan paying K-Line and Merrill Lynch. Thus, the agreement is now a done deal.  It will be interesting to see when Lionel makes a formal announcement that they have obtained the licensing rights pursuant to its agreement with Sanda Kan now that they own the assets.    

On a related matter, some have asked about the K-Line products which are still in their  possession for repair and have not been returned. I have been informed that beginning last week, a former K-Line employee began making repairs, and the items are being sent back to their owners. However, this will take a little time. It is expected that most or all items will be repaired before they are returned. Concerning parts for K-Line products, I was not able to find out what will happen with this.   

Erol B. Gurcan

Please note that I normally will post Erol's articles on OGaugeWatch.com in their entirety but due to a glich with my email I didn't receive a copy of Erol's original article that he posted on OGR so I linked to the OGR version. Dave

Lionel/K-Line Update from Erol B Gurcan

There have been some recent posts on the OGR 3 rail forum stating that the K-Line website has been shut down, possibly due to the host not being paid. Some may also interpret this to mean that the K-Line's sale of assets to Sanda Kan has been completed, since there is no longer a need for a website.

I contacted K-Line's bankruptcy attorney, Terri Gardner, today as I had not heard anything on their pending sale of assets to Sanda Kan since Lionel's motion to allow it to enter into the licensing deal with Sanda Kan had been approved by the bankruptcy court on February 28, 2006, 10 days ago. Ms. Gardner stated K-Line's sale of its assets to Sanda Kan has not been concluded. There still is no closing date. The agreement is still being negotiated and written documents for it being drawn up. The information obtained from Ms. Gardner does not violate any attorney client privileges.

As I recently stated on February 17 and 28 2006, until the sale of K-Lines assets to Sanda Kan is completed, they do not have anything to license to Lionel. Once the K-Line Sanda Kan deal is concluded, it is expected the Sanda Kan Lionel licensing deal will take place shorty thereafter as the two have already signed a tentative agreement concerning it. Continue to stay tuned.

I will update everyone once there is a major development.

Erol Gurcan

K-Line Web Site Down

If you visit the K-Line website you will get the following message:

The Web Site for K-Line Trains is currently unavailable.  If you have questions regarding the site for K-Line Trains you can contact the web host for information.

The site is still accessible if you link to it beyond the home page.  Click here to get in.

UPDATE:  I missed this yesterday....in a thread on the OGR forum a response from the web host of the K-Line site is posted.  The response indicates that the site was "shut down" due to lack of payment from K-Line.

Lionel Court Proceedings Update from Erol B Gurcan

February 28, 2006 - Lionel’s motion in the United States Bankruptcy Court in the Southern District of New York, seeking court approval to allow it to enter into the licensing agreement of K-Line’s assets with Sanda Kan  was on before Honorable Burton Lifland this morning at 10 am. I called the judge’s chambers shortly before noon today. I was informed that, after a hearing, Lionel’s motion was granted by the court.  The court order allowing Lionel to license K-Line’s assets from Sanda Kan should be entered later today or tomorrow. This clears the way for Lionel to be able to eventually license K-Line’ assets from Sanda Kan. I stated in my article on February 17  this was the most important and difficult of the 3 events that needed to occur before Lionel could obtain the licensing rights.

However, as I also reported yesterday, based on information provided to me from K-Line’s bankruptcy attorney Terri Gardner, the sale of K-Line’s assets to Sanda Kan has not been concluded as of the current time. There is also no closing date for this deal as of yesterday. The information provided to me from Ms Gardner is public information and does not violate any attorney client privilege. Until Sanda Kan purchases K-Lines assets, they have nothing to license to Lionel. It is expected this will definitely occur  in the near future.   Stay tuned.      

Erol B. Gurcan

Senior Trial Attorney

Current Lionel - K-Line Update from Erol B. Gurcan

February 27, 2006-As of today, the sale of K-Line’s assets to Sanda Kan has not been concluded. Therefore, K-Line’s bankruptcy is still pending. There is no  closing date for the sale as of the current time. The above information was obtained today from K-Line’s bankruptcy attorney, Terri Gardner. The information provided is public information and does not violate any attorney client privileges.

Regarding Lionel’s proceeding to obtain K-Line’s assets, as I stated in my last OGR post on February 17, 2006, Lionel  filed a motion (an application for a court order) on February 16, returnable in the US Bankruptcy Court in Manhattan (where its bankruptcy proceeding is pending) on February 28 (tomorrow), asking the court for permission to allow it to enter into the licensing and marketing agreement with Sanda Kan. This information was obtained from Lionel’s own motion.  As I stated in my previous post, this was the most important and difficult of the three things that had to occur before Lionel could obtain K-Line’s assets from Sanda Kan. As I also stated, I expect this to occur, but it is more than a formality as the judge can grant the motion, deny it, or modify the requested relief on such terms as are reasonable to the court. Even if the motion is granted tomorrow, the licensing deal with Sanda Kan, through a new entity known as Newco,  will not take place yet as they have not concluded their deal with K-Line. Until that occurs, Sanda Kan (through Newco) does not have any assets to license to Lionel.

I will keep everyone updated as necessary.    

Erol B. Gurcan

Senior Trial Attorney

Please note that Mr. Gurcan has graciously offered to add OGaugeWatch to the e-mail distribution of his legal updates concerning the Lionel lawsuits.  His articles will be posted on OGaugeWatch in their entirety with Mr. Gurcan's permission.  Thanks Erol.  

Understanding the Lionel - K-Line Deal - PART 3

In Part 2 of my multi part series to give you a clear understanding of the Lionel – K-Line “deal” I gave you a summary of the K-Line bankruptcy, the principal players involved, and explained what I believed to be the “monkey wrench” that derailed Sanda Kan’s initial attempt to take over the K-Line assets. I also explained the emergence of the deal that Lionel’s CEO, Jerry Calabrese, mentions in his 02/16/06 statement. In this final installment of the series I will review the details of the proposed Lionel/K-Line deal, including the cost to Lionel and Lionel’s option to acquire the K-Line assets.

According to court documents filed with the U.S. Bankruptcy Court for the Southern District of New York on 02/16/06, Lionel is proposing a deal involving Newco (a.k.a. NC Train Acquisition, LLC, a legal entity of Sanda Kan), Sanda Kan and itself that will eventually give Lionel the option to acquire the remaining K-Line assets.

OK, keeping in mind that this deal is predicated on Newco’s purchase of the K-Line assets, here are the terms of the proposed deal:

Understanding the Lionel - K-Line Deal - PART 2

In Part 1 of my multi part series to give you a clear understanding of the Lionel – K-Line “deal” I gave you a summary of the events that lead K-Line and Lionel into bankruptcy. In Part 2, I will summarize the details of the K-Line bankruptcy, the principal players involved, and explain what I believe to be the “monkey wrench” that derailed one principal player’s attempt to take over the K-Line assets.

The material creditors in the K-Line bankruptcy are Merrill Lynch Business Financial Services and Sanda Kan. As material creditors, both have a claim to what is left of K-Line. Merrill Lynch, K-Line’s senior secured lender, has a claim of $1.6 million dollars that is secured by all of K-Line’s assets located in the United States, including accounts receivables, inventory and intellectual property. Sanda Kan, K-Line’s principal inventory

Understanding the Lionel - K-Line "Deal" - PART 1

In Part One of this multi part series of posts I will lay out the necessary background you need to know to get a complete understanding of the Lionel/K-Line “deal” announced by Lionel’s CEO, Jerry Calabrese last week. Over the past week, speculation and opinions surrounding the announcement has dominated the O Gauge Railroading forum and to a lesser extent, been the subject of some discussion in the other forums. Readers of Mr. Calabrese’s statement were lead to believe (by reading between the lines) that Lionel was actually taking over K-Line. That isn’t the whole story.

To get a better understanding of the deal, I obtained a copy of the docket report detailing the motion filed by Lionel in the U.S. Bankruptcy Court for the Southern District of New York. Since Lionel is in bankruptcy, any of its financial dealings need to be reported to and approved by the bankruptcy court and become part of the public record. On February 16^th, 2006, lawyers representing Lionel filed a motion with the court to allow it to enter into the agreement Mr. Calabrese alluded to in his statement last week. Upon reading the report, I quickly realized there were several aspects of the proposed “takeover” which need to be presented to paint a complete picture of the Lionel/K-Line deal. Please note that throughout the court documentation K-Line is referenced as MDK, Inc. For the purposes of clarity, I will refer to MDK, Inc as K-Line.

For you to gain a better understanding of the proposal on the table, it is important to be

An Interesting Take on the Lionel - K-Line Announcement

Today, Charlie of Nassau Hobbies posted Erol B. Gurcan's (a trial attorney that has had his hand on the pulse of the K-Line bankruptcy) take on the state of the Lionel - K-Line announcement made yesterday by Lionel's CEO, Jerry Calabrese.  It's worth a read because Mr. Gurcan makes the case that it may be a bit premature and incorrect to assume that Lionel is actually taking over K-Line.

View Mr. Gurcan's analysis on the OGR forum

Lionel Announces Takeover of K-Line

In a news flash posted on the Lionel web site today, Jerry Calabrese, Lionel's CEO, announced that Lionel will be taking over K-Line's assets including the brand, tooling and unsold inventory and will be making new products under the K-Line brand.  He also stated that Lionel will make good on all prepaid orders for K-Line club products.

Mr Calabrese also stated that Lionel will be opening a new office and showroom in New York City at 33rd and Madison.

On an unrelated note, Lionel has recently posted an Acela FAQ page on their site.

UPDATE: View the trains.com article

The Latest K-Line Update

A post on OGR Forum contained details about K-Line's December '05 financial filing with the North Carolina federal bankruptcy court.  Points of interest include:

• 19 employees terminated in month of December
• Maury Klein was paid $8,882 and Anna Szajnert-Klein was paid $8,822 for the month
• K-Line's law firm was paid $40,037

Also, I found a comprehensive breakdown of the Lionel vs K-Line and Lionel vs MTH lawsuits on the Lionel Operating Train Society web site written by Erol Gurcan, Esquire (the same Erol that is passing info about the cases to Charlie of Nassau Hobbies).  The write up is not new, seems to have been posted in mid 2005 but it's worth a read if you are interested in the details of the Lionel cases.  Here is an excerpt from Mr. Gurcan's report:

"Lionel claims that Grubba, its former director of engineering, with the knowledge and consent of his current employer K-Line, knowingly schemed, conspired contracted and acted as a liaison with then Lionel senior electrical engineer Marty Pierson, to provide K-Line with Lionel's technology, consisting of trade secrets and copyrighted  computer circuits."

View OGR discussion about K-Line's December filing

View write up of Lionel's lawsuit with K-Line and MTH on Lionel Operating Train Society site

K-Line Update

Charlie, owner of Nassau Hobbies has posted another update on OGR concerning the status of K-Line.  As posted on OGR:

Charlie- here is the latest on the status of K-Lines bankruptcy case. As you may recall, financing was previously put in place to operate the company until January 31 and it was hoped a deal would be completed by that date.

K-Lines lead bankruptcy attorney Terri Gardner informed me today that a lot is happening right now and that negotiations are continuing. In other words, a deal with Sanda Kan (or any other potential buyer) has not been finalized. Ms. Gardner promised to notify me in the near future once she can comment publicly as to what is occurring. I will of course pass on any news to you to post for the OGR Forum readers.

Erol B. Gurcan
Senior Trial Attorney

View Charlie's post on OGR

K-Line Update

Charlie, the owner of Nassau Hobbies has been an invaluable source of information concerning the sale of K-Line assets.  Charlie has obtained information directly from the bankruptcy attorney, Terri Gardner, handling the K-Line case and has been keeping everyone updated through his post on the OGR forum.  Charlie's received his latest K-Line update through what appears to be his lawyer.  The post reads as follows:

Charlie-I just got off the phone with K-Line’s bankruptcy attorney Terri Gardner. She stated there was a conference this morning with the bankruptcy judge and with Sanda Kan’s attorney participating. Sanda Kan was approved to pay K-Line’s expenses for the period between December 23, 2005 and January 13, 2006. Additional funding by Sanda Kan and Merrill Lynch, the primary secured creditor, to underwrite K-Line’s operating expenses to January 31, 2006 has also been put into place. As you will recall, Ms. Gardner previously told me she that hoped the sale of assets would be completed by the end of January. She still expects that to happen. K-Line is currently operating with a small number of employees, although most were recently laid off.

When I asked Ms. Gardner about Mr. Allen Harper’s current status in purchasing the company, she stated he has not taken any action since just after Christmas ( a period of three weeks). It would appear he is now out of the picture. In other words, if a sale of assets goes through in the next two weeks, at least at this point in time, Sanda Kan will be purchasing K-Lines assets.

Erol B. Gurcan
Senior Trial Attorney

Read Charlie's entire post on OGR Forum.

K-Line Rumors Flying Around the Web

Seems like everyone has sources that are revealing who is going to happen to K-Line.  Rumors and speculation I've read to date include the following buyers:

MTH - possible
Lionel - in bankruptcy so probably not true
An Italian HO firm - huh?

K-Line Cancels "February Fair Days"

According to K-Line's web site, their "February Fair Days", a show to be held in Raleigh, NC,  has been cancelled.  The website reads:

Due to the uncertainty concerning our future direction, February Fair Days 2006 has regrettably been cancelled.

K-Line KO'd?

Rumors were flying on the OGR Forum on 12/22 about K-Line shutting down it's operations and locking out it's employees.  The rumors proved to be false but it's apparent that K-LINE's attempt to take on the big boys, Lionel and MTH, head on has failed.  This year's settlement of a dispute with Lionel over stolen technology (Clyde over at www.CoilCouplers.com  has the details of the case - 3/4 down on the page) where K-LINE admitted wrong doing and agreed to pay monitary penalties seems to have been the final blow.   In a statement posted by K-Line's Jeff Cohen  on the OGR Forum next day, he confirmed that K-LINE has cut back operations in anticipation of a sale of assets to an unnamed party.  I liked K-LINE's products and I'm sorry to see this happen, especially during the time of year when model railroading is at it's hottest.  Mr. Cohen's statement made on the OGR Forum is posted below.

K-LINE is currently operating with a reduced staff over the next few weeks in anticipation of a sale of the assets of the company. A sale of assets to Sanda Kan, K-LINE’s primary manufacturing vendor and largest secured creditor, had been imminent throughout the fall, however, it has not happened. Another party is also interested in purchasing the company, however, it may be the end of January before anything is finalized.