Keisler

[wiedemab]

Sorry for the long post, but I just saw this email pop into my account......

Dear BRANDON,

To everyone affected by the closing of Keisler Engineering Inc .... I am very very sorry for this event. It has impacted many people - customers, vendors, families and employees. And my wife and kids have also been affected as we lost our home, farm and savings and other personal assets. These are tough times, but I am now working very hard to assemble a group of investors to purchase the KE Inc assets (Inventory, Equipment, Tooling, Designs, Trademarks, Phone Numbers, Website, more) from the Bankruptcy Court and start a new company. I need to raise approximately $500,000 to start the brand new company that will allow me to FILL ALL OPEN SALES ORDERS of KE. IF we can raise $800,000 in total, we can move the market forward with the build of the newly designed Super Sport 6-speed that Chief Engineer Dick McCord and I recently completed in 2013. PLEASE HELP ME BRING THE AMERICAN INNOVATION OF KEISLER ENGINEERING INC BACK TO THE MARKET by referring potential investors to me here: [email protected]

NOTE FEB 4 2014 : THE EMAIL ANNOUCEMENT BELOW WAS SENT JANUARY 23. I AM RESENDING IT AGAIN BECAUSE SOME CUSTOMERS WERE NOT ON THE MAILING LIST. ALSO, I HAVE ADDED A SECTION ABOUT THE DRIVESHAFTS FOR THOSE NEEDING THEIR DRIVESHAFT.

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:
NOTE: Liberty's Gears DID NOT PURCHASE OPEN SALES ORDERS OF KEISLER ENGINEERING, INC.. Please do not ask them for parts or warranty support as they have no obligation for KE Inc orders. They spent nearly several hundred thousand dollars to secure the Keisler PerfectFit TKO & T56 product lines.
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 **
[email protected]

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.

Sincerely,

Shafi Keisler, Pres/CEO [email protected]
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

[wiedemab]

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, Knobs 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). In order to meet the minimum goal of $500K, we also need some large investors that can bring $100,000 or more each.

DEBT
The new company could potentially secure a line of working capital debt. Perhaps 33% of the total dollar amount raised in sale of Stock Shares could be raised in the form of a working line of capital. For example, if we raise $600,000 in equity then perhaps an additional $200,000 of working capital line of credit could be raised. It is better to have no debt, but a 3:1 ratio of equity to debt is reasonable.

PRIVATE STOCK OFFERING
As Shafi Keisler is raising this as a principle of the new company, this is a private offering. This offering is not governed by the securities laws for a Public Offering. With that being said, ANY INVESTMENT HAS RISK, AND ANY MONIES PLACED INTO THIS PRIVATE OFFERING MUST BE DESCRETIONARY SPENDING THAT WILL NOT MATERIALLY IMPACT ONE'S FINANCIAL CONDITION IF THE INVESTMENT FAILS. Take it from me, you do not want to risk your retirement, your savings, get a second mortgage on your home or any of the mistakes one can make.


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 ([email protected]) 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

[wiedemab]

Customers Need Their Driveshaft Order Filled
As you know, Keisler Engineering Inc. is currently in Chapter 7 Bankruptcy and not in operation. If you have not received your custom built driveshaft, it is unlikely KE Inc will provide it. Instead, at some point later in the year you will receive payment from the distribution of funds from the KE Inc Trustee, Mr. John Newton. These funds... will likely be less than the cost of your driveshaft. I am very sorry for the failure of the company - it is tragic for all of my customers to suffer any financial loss. Again, I am very sorry and I mean this from the bottom of my heart.
I want to help you get your driveshaft built so that you can complete your project. It will require you to pay for the driveshaft out of pocket. The distribution from Trustee Newton would help to offset your out of pocket expense.

Ferguson Driveshaft, an authorized Dana Spicer distributor located in Morristown Tennesse, is the supplier used to build our driveshafts in recent years. Fill out the driveshaft measuring sheet, then call James Ferguson and provide him your data. He will build your driveshaft to the Keisler specifications, pack and ship it to you at wholesale cost plus shipping.
James Ferguson
Ferguson Driveshaft
Morristown, TN
[email protected]
423-586-1597
423-586-1715 FAX

[Sieg]

The distribution from Trustee Newton would help to offset your out of pocket expense.

......and the chances of anyone getting that distribution is........???

[wiedemab]

I certainly wasn't thinking that anyone here would be interested in investing, but thought the group may want to see the message for what it's worth. If it's too lengthy and doesn't add any informational value, you can feel free to delete it. I honestly didn't realize how long it was until I started pasting it in.

[Sieg]

Originally Posted by wiedemab

I certainly wasn't thinking that anyone here would be interested in investing, but thought the group may want to see the message for what it's worth. If it's too lengthy and doesn't add any information value, you can feel free to delete it. I honestly didn't realize how long it was until I started pasting it in.

Good information to share in my opinion.

Personally it appears the smoke and mirrors business strategy is carrying forward. This country's bankruptcy laws create more victims than they aide.

[Ron in SoCal]

Originally Posted by wiedemab

I certainly wasn't thinking that anyone here would be interested in investing, but thought the group may want to see the message for what it's worth. If it's too lengthy and doesn't add any information value, you can feel free to delete it. I honestly didn't realize how long it was until I started pasting it in.

No Brandon, I think you were right in posting this up. It shows what dream world this guy lives in. No qualified investor would give him a nickel. Think about it...I just screwed you, my track record sucks, and now I want you to invest more money (in a losing proposition no doubt) because you're the only chump I can find to put your hard earned money down.

No thanks, Shaft-ie.

Wait till Greg gets ahold of this

[wiedemab]

Originally Posted by Ron in SoCal

No Brandon, I think you were right in posting this up. It shows what dream world this guy lives in. No qualified investor would give him a nickel. Think about it...I just screwed you, my track record sucks, and now I want you to invest more money (in a losing proposition no doubt) because you're the only chump I can find to put your hard earned money down.

No thanks, Shaft-ie.

Wait till Greg gets ahold of this

I was lucky enough to not be involved with them financially. Somehow I ended up on their email distribution list. I wish I could find the one from a few years ago - where he was selling cheap Chinese 4-wheelers etc.. It made no sense?

Edit - - I found the email dated 8/10/2011, but's it's a bunch of embedded pics. That email was a bit of turning point for me to say - - - Really not sure I understand what the hell they are doing, so I'm going to steer clear.

[Damn True]

Yeesh, what a $hit$show.

Glad I didn't have any money out to that guy.

That aside, I'm excited to see what Bowler & Legend are able to do with their partnership.

[GregWeld]

Couldn't run one so let's start up another with OPM!! (OPM - Other Peoples Money).














Greetings!

To everyone affected by the closing of Keisler Engineering Inc .... I am very very sorry for this event. It has impacted many people - customers, vendors, families and employees. And my wife and kids have also been affected as we lost our home, farm and savings and other personal assets. These are tough times, but I am now working very hard to assemble a group of investors to purchase the KE Inc assets (Inventory, Equipment, Tooling, Designs, Trademarks, Phone Numbers, Website, more) from the Bankruptcy Court and start a new company. I need to raise approximately $500,000 to start the brand new company that will allow me to FILL ALL OPEN SALES ORDERS of KE. IF we can raise $800,000 in total, we can move the market forward with the build of the newly designed Super Sport 6-speed that Chief Engineer Dick McCord and I recently completed in 2013. PLEASE HELP ME BRING THE AMERICAN INNOVATION OF KEISLER ENGINEERING INC BACK TO THE MARKET by referring potential investors to me here: [email protected]

NOTE FEB 4 2014 : THE EMAIL ANNOUCEMENT BELOW WAS SENT JANUARY 23. I AM RESENDING IT AGAIN BECAUSE SOME CUSTOMERS WERE NOT ON THE MAILING LIST. ALSO, I HAVE ADDED A SECTION ABOUT THE DRIVESHAFTS FOR THOSE NEEDING THEIR DRIVESHAFT.

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.