*********HARTQ*************GOOD NEWS
To: Harry (65 )
From: David Sirk ( Ignore ) Wednesday, Mar 31 1999 9:36PM ET
Reply # of 68
GOOD NEWS! This plan is much better for us than I thought.
'll post a bit more from the SEC filing on March 30, 1999:
On April 1, 1999 (the "Effective Date"), the Company will consummate the Plan. As of the Effective Date, pursuant to the
terms of the Plan, the Company will issue a total of 10,000,000 shares of New Common Stock to holders of Old Senior Note
Claims (9,700,000 shares) and Old Convertible Note Claims (300,000 shares). Pursuant to the Company's Amended and
Restated Certificate of Incorporation, which the Company will file with the Secretary of State of Delaware on the Effective
Date, the Company's authorized capital stock as of the Effective Date will be 30,000,000 million shares of New Common
Stock and 15,000,000 shares of preferred stock, par value $.001 per share.
The Plan also provides for the issuance of New Common Stock to holders of Allowed Miscellaneous Unsecured Claims
(including Indemnity Claims) in an amount that will provide the holder of such Claim the equivalent number of shares of New
Common Stock per dollar of Allowed Claim that such holder would receive if such Allowed Claim were an Old Senior Note
Claim. The Company has not reserved a specific number of shares of Common Stock for future issuance in
respect of Allowed Miscellaneous Unsecured Claims (including Indemnity Claims), but expects to satisfy future Allowed
Miscellaneous Unsecured Claims (including Indemnity Claims), if any, out of authorized and unissued New Common Stock.
1.28 Equity Distribution Pool means 275,000 New Warrants less the number of New Warrants, if any, distributable to the
holders of Allowed Bondholder Litigation Claims pursuant to Section 4.7 hereof.
1.29 Equity Interest means the interest of any holder of equity
securities of the Debtor represented by any issued and outstanding shares of common or preferred stock or other instrument
evidencing a present ownership interest in the Debtor, whether or not transferable, or any option, warrant or right, contractual
or otherwise, to acquire or in connection with any such interest.
4.7 Bondholder Litigation Claims (Class 7).
The Debtor will request the Bankruptcy Court to estimate the Bondholder Litigation Claims at zero. If the Bondholder
Litigation Claims are estimated at more than zero, each holder of an Allowed Bondholder Litigation Claim shall receive, in full
satisfaction of such Allowed Bondholder Litigation Claim, its Ratable Proportion of any liability insurance available to satisfy its
Claim remaining after use of such insurance for Allowed Indemnity Claims and Persons
covered by Section 11.5 of the Plan, not to exceed the Allowed Amount of its Claim, and if liability insurance is insufficient to
satisfy such Claim in full, its Ratable Proportion of up to 275,000 New Warrants but not in excess of the number of New
Warrants the value of which is sufficient to satisfy such Claims for purposes of section 1129(b)(a)(B)(i) of the Bankruptcy
Code.
4.8 Stockholder Litigation Claims (Class 8).
The Debtor will request the Bankruptcy Court to estimate the
Stockholder Litigation Claims at zero. If the Stockholder Litigation Claims are estimated at more than zero, each holder of an
Allowed Stockholder Litigation Claim shall receive, in full satisfaction of such Allowed Stockholder Litigation Claim, its
Ratable Proportion of any liability insurance available to satisfy its Claim remaining after use of such insurance for Allowed
Indemnity Claims, Persons covered by Section 11.5 of the Plan and Allowed Bondholder Litigation Claims, not to exceed the
Allowed Amount of its Claim, and if liability insurance is insufficient to satisfy such Claim in full, its Ratable Proportion of the
Stockholder Litigation Claims Portion of the Equity Distribution Pool.
4.9 Equity Interests (Class 9).
On the Effective Date, the Equity Interests shall be cancelled and each holder of an Allowed Equity Interest shall receive in full
satisfaction of such Allowed Equity Interest, its Ratable Proportion of the Old Equity Portion of the Equity Distribution Pool.
From this I gather that Equity Interests are the holders of the outstanding common shares, and they will receive a proportional
amount of the new warrants, minus whatever is assigned to the bond holder and stock holder litigation to be determined by the
courts. So in other words, if the judge sets the bond and stock litigation to zero, then the old stock holders will get a
proportional share of the 275,000 new warrants. Am I reading this right?
Wed Mar 31 8:54pm
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