8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

February 24, 2014

OSH 1 LIQUIDATING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-11679	95-4214109
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6450 Via Del Oro San Jose, CA	95119
(Address of Principal Executive Offices)	(Zip Code)

(408) 281-3500

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.03. Bankruptcy or Receivership.

As previously announced, on June 17, 2013, OSH 1 Liquidating Corporation (formerly Orchard Supply Hardware Stores Corporation) (the “Company”) and its subsidiaries, OSH 2 Liquidating LLC (formerly Orchard Supply Hardware LLC) and OSH 3 Liquidating LLC (formerly OSH Properties LLC) (collectively, the “Debtors”), filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). On August 30, 2013, pursuant to 11 U.S.C. § 363, the Debtors closed on the sale of substantially all of their assets to Orchard Supply Company, LLC, a Delaware limited liability company affiliated with Lowe’s Companies, Inc.

Also as previously disclosed, on December 20, 2013, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Debtors’ Modified First Amended Plan of Liquidation as filed with the Bankruptcy Court on December 6, 2013 (the “Plan”).

On February 24, 2014, all conditions to the occurrence of the effective date set forth in the Plan and the Confirmation Order were satisfied or waived in accordance therewith and the effective date (the “Effective Date”) of the Plan occurred. On the same date, the Debtors filed a Notice of Effective Date of the Plan (the “Notice of Effective Date”) with the Bankruptcy Court. A copy of the Notice of Effective Date is attached hereto as Exhibit 99.1 and incorporated in this Item 1.03 by reference.

AS A RESULT OF THE PLAN BEING EFFECTIVE, ALL OF THE COMPANY’S EXISTING EQUITY INTERESTS, CONSISTING OF AUTHORIZED AND OUTSTANDING SHARES OF SERIES A PREFERRED STOCK, CLASS A COMMON STOCK, CLASS B COMMON STOCK AND CLASS C COMMON STOCK WERE CANCELLED WITHOUT CONSIDERATION AND HAVE NO VALUE.

The Company will shortly file a Form 15 with the Securities and Exchange Commission to provide notice of the suspension of its reporting obligation under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon filing a Form 15, the Company will immediately cease filing any further periodic or current reports under the Exchange Act.

It is not possible to determine the extent of recoveries of creditors of the Debtors, as such recoveries will continue to be dependent on, among other things, the completion of the asset recovery process and the determination of the total claims pool, none of which have been completed at this time.

Item 3.03 Material Modification to Rights of Security Holders.

Pursuant to the Plan, all equity interests in the Company (including outstanding shares of Series A Preferred, Class A Common Stock, Class B Common Stock, Class C Common Stock, options, warrants or contractual or other rights to acquire any equity interests of the Company) were cancelled on the Effective Date.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Following the effectiveness of the Plan, two of the Company’s directors, Kevin R. Czingerand Susan L. Healy, resigned as directors of the Company, effective as of the Effective Date.

Item 9.01 Financial Statement and Exhibits.

99.1 Notice of Effective Date.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 27, 2014	OSH 1 LIQUIDATING CORPORATION
	By:	/s/ Bradley I. Dietz
	Name:	Bradley I. Dietz
	Title:	Responsible Person

EX-99.1

Exhibit 99.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

	x : : : : : : : : x
In re: OSH 1 Liquidating Corporation., et al., (f/k/a Orchard Supply Hardware Stores Corporation, et al.,1 Debtors.		Chapter 11 Case No. 13-11565 (CSS) (Jointly Administered) Re: Dkt. No. 785 & 836

NOTICE OF (I) ENTRY OF CONFIRMATION ORDER, (II) OCCURRENCE OF EFFECTIVE DATE UNDER DEBTORS’ MODIFIED FIRST AMENDED PLAN OF LIQUIDATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, (III) DEADLINE TO FILE REQUESTS FOR PAYMENT OF ADMINISTRATIVE CLAIMS, (IV) DEADLINE FOR PROFESSIONALS TO FILE FINAL FEE APPLICATIONS PURSUANT TO SECTIONS 328, 330 AND 503(B) OF THE BANKRUPTCY CODE AND (V) DEADLINE TO FILE CLAIMS ARISING FROM REJECTION OF EXECUTORY CONTRACTS OR UNEXPIRED LEASES

PLEASE TAKE NOTICE that on November 12, 2013, the Debtors filed the Debtors’ First Amended Joint Plan of Liquidation Under Chapter 11 of the Bankruptcy Code [D.I. 717] (the “First Amended Plan”) and the Disclosure Statement for the Debtors’ First Amended Plan of Liquidation Under Chapter 11 of the Bankruptcy Code (the “First Amended Disclosure Statement”) [Docket No. 718].

PLEASE TAKE FURTHER NOTICE that on November 13, 2013, the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) held a hearing (the “Hearing”) on approval of the First Amended Disclosure Statement. On that date, the Bankruptcy Court entered the Order (I) Approving Disclosure Statement, (II) Approving Notice and Objection Deadline and Procedures for the Disclosure Statement Hearing, (III) Establishing Solicitation and Voting Procedures, (IV) Scheduling a Confirmation Hearing and (V) Establishing Notice and Objection Deadline and Procedures for Confirmation of the Proposed Plan [D.I. 724].

¹  The Debtors are the following three entities (the last four digits of their respective taxpayer identification numbers, if any, follow in parentheses): OSH 1 Liquidating Corporation f/k/a Orchard Supply Hardware Stores Corporation (4109), OSH 2 Liquidating LLC f/k/a Orchard Supply Hardware LLC (3395) and OSH 3 Liquidating LLC f/k/a OSH Properties LLC (3391). On August 20, 2013, the Bankruptcy Court entered an order approving the sale of substantially all of the Debtors’ assets which provided, among other things, that the Debtors were required to cease using the “Orchard Supply Hardware” name after closing of the sale.

PLEASE TAKE FURTHER NOTICE that on December 6, 2013, the Debtors filed the Debtors’ Modified First Amended Plan of Liquidation Under Chapter 11 of the Bankruptcy Code [D.I. 785] (the “Plan”).²

PLEASE TAKE FURTHER NOTICE that on December 20, 2013, the Bankruptcy Court held a hearing on confirmation of the Plan. On that date, the Bankruptcy Court entered the Order Confirming the Debtors’ Modified First Amended Plan of Liquidation Under Chapter 11 of the Bankruptcy Code [D.I. 836] (the “Confirmation Order”).

PLEASE TAKE FURTHER NOTICE that on February 24, 2014, all conditions to the occurrence of the Effective Date set forth in the Plan and Confirmation Order were satisfied or waived in accordance therewith and the Effective Date of the Plan occurred.

PLEASE TAKE FURTHER NOTICE that pursuant to Article II.B of the Plan and the Confirmation Order, requests for payment of Administrative Claims, together with accompanying documentation, must be filed with the Bankruptcy Court on or before 5:00 p.m., prevailing Eastern time, on the first Business Day that is thirty (30) days after the Effective Date. Each holder of an Administrative Claim shall file with the Bankruptcy Court a request for payment of Administrative Claim (a) by mailing, hand delivering or delivering by courier service such request for payment of Administrative Claim to the Clerk of the Bankruptcy Court at 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801 or (ii) by using the Bankruptcy Court’s CM/ECF electronic filing system. The request for payment of an Administrative Claim will be timely filed only if it actually received by the Bankruptcy Court by 5:00 p.m., prevailing Eastern time, on such date.

PLEASE TAKE FURTHER NOTICE that all Professionals employed by the Debtors or the Creditors Committee in these Chapter 11 Cases, other than those Professionals who have been otherwise relieved of the requirement to file fee applications by prior orders of the Court, shall not be required to file a request for payment of any Administrative Claim on or before the Administrative Claims Bar Date for fees and expenses arising under sections 330, 331 or 503(b)(2-5) of the Bankruptcy Code, as such Professionals will instead file final fee applications as required by the Bankruptcy Code and the Bankruptcy Rules. All such Professionals shall file all requests for allowance of compensation and reimbursement of expenses pursuant to sections 328, 330 or 503(b) of the Bankruptcy Code for services performed and expenses incurred in these Chapter 11 Cases through the Effective Date by no later than sixty (60) days following the Effective Date. The U.S. Trustee, the Debtors, the Liquidation Trustee and the Creditors Committee shall have forty-five (45) days from the filing of such final fee applications to formally object to any such fee applications, and, in the event such formal objection is timely filed, the Court will schedule a hearing to determine all objections to such applications for final allowances of compensation or reimbursement of expenses under sections 328, 330 or 503(b) of the Bankruptcy Code.

PLEASE TAKE FURTHER NOTICE that any Claims created by the rejection of executory contracts or unexpired leases pursuant to Article VII.A of the Plan must be filed with the Bankruptcy Court and served on the Debtors, the Liquidation Trustee and the GUC Trustee

²  Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan.

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no later than thirty (30) days after service of notice of the Effective Date. Any Claims arising from the rejection of an executory contract or unexpired lease pursuant to Article VII.A herein for which proofs of Claim are not timely filed within that time period will be forever barred from assertion against the Debtors, the Estates, the Liquidation Trustee, the GUC Trustee, their successors and assigns, and their assets and properties, unless otherwise ordered by the Bankruptcy Court or as otherwise provided in the Plan or Confirmation Order. All such Claims shall, as of the Effective Date, be subject to the permanent injunction set forth in Article IX.F of the Plan. Unless otherwise ordered by the Bankruptcy Court, all such Claims that are timely filed as provided herein shall be treated as General Unsecured Claims under the Plan and shall be subject to the provisions of Article III therein.

PLEASE TAKE FURTHER NOTICE that any interested party may review and download the Plan, the Confirmation Order and other related documents free of charge at http://www.bmcgroup.com/OSH or by requesting a paper copy by calling BMC Group, Inc., at (855) 529-6819.

Dated:     February 24, 2013                 Wilmington, Delaware	Respectfully submitted,
	Stuart M. Brown (DE 4050) DLA PIPER LLP (US) 1201 North Market Street, Suite 2100 Wilmington, Delaware 19801 Telephone: (302) 468-5700 Facsimile: (302) 394-2341 Email: stuart.brown@dlapiper.com
	-and-
	Richard A. Chesley (IL 6240877) Chun I. Jang (DE 4790) Daniel M. Simon (IL 6297629) DLA PIPER LLP (US) 203 N. LaSalle Street, Suite 1900 Chicago, Illinois 60601 Telephone: (312) 368-4000 Facsimile: (312) 236-7516 Email: richard.chesley@dlapiper.com            chun.jang@dlapiper.com            daniel.simon@dlapiper.com
	ATTORNEYS FOR DEBTORS AND DEBTORS-IN- POSSESSION

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