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):
October 3, 1994
JWP INC.
Delaware 0-2315 11-2125338
(State or other (Commission (I.R.S. Employer
jurisdiction of File Identification
incorporation) Number) Number)
Six International Drive
Rye Brook, New York 10573-1058
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number (including area code)
(914) 935-4000
Item 3. Bankruptcy or Receivership.
On October 3, 1994, the United States Bankruptcy Court
for the Southern District of New York entered an order (the
"Confirmation Order") confirming the Third Amended Joint Plan of
Reorganization of JWP INC. (the "Company" or "JWP") and SellCo
Corporation ("SellCo"), a newly organized subsidiary of JWP,
under Chapter 11 of the Bankruptcy Code,
as modified by modifications dated September 29, 1994 and
September 30, 1994 (the "Modifications") (as so modified, the
"Plan"). The effective date of the Plan (the "Effective Date")
is subject to specified conditions, including obtaining
post-bankruptcy working capital financing for the Company which
is currently being negotiated. Accordingly, there can be no
assurance that the Plan will become effective or as to the
timing thereof. The Third Amended Disclosure Statement and
Third Amended Joint Plan of Reorganization Proposed by the
Debtor and its Affiliate, SellCo Corporation (the "Disclosure
Statement") and the two Modifications are filed as Exhibits 2.1,
2.1.1 and 2.1.2, respectively, hereto and incorporated herein by
reference.
Under the Plan, JWP will be reorganized to reflect a new
capital structure described below and to transfer most of JWP's
operating businesses to two new significant wholly-owned
subsidiaries: MES Holdings Corporation which will own, directly
or indirectly, the mechanical/electrical services operations of
the Company that are not designated for sale; and SellCo, which
will own, directly or indirectly,
substantially all the operating businesses being held for sale,
including JWP's water supply subsidiaries.
Pursuant to the Plan, the creditors of JWP, other than
holders of JWP's prepetition subordinated debentures and notes,
will exchange approximately $605 million of JWP senior
indebtedness and general unsecured claims for (i) 100% of the
equity of the
Company, (ii) up to $69.5 million of 7% Senior Secured Notes,
Series A, due 1997 of the Company ("Series A Notes"), (iii) up
to $12 million of 7% Senior Secured Notes, Series B, due 1997 of
the Company ("Series B Notes"), (iv) up to $63.5 million of 11%
Subordinated Notes, Series
C, due 2001 of the Company ("Series C Notes") and (v) up to
$48.7 million of 12% Subordinated Notes due 2004 of SellCo (the
"Sellco Notes"). The terms of the foregoing notes are more
fully described in the Disclosure Statement.
The amended and restated certificate of incorporation of
JWP (the "Amended Certificate of Incorporation") to be filed
pursuant to the Plan on or before the Effective Date will
authorize a single class of 13,700,000 shares of new common
stock ("New Common Stock"), of which (i) 9,000,000 shares will
be reserved for issuance pursuant to the Plan to prepetition
creditors of JWP; (ii) 1,000,000 shares will be reserved for
issuance under the Company's 1994 Management Stock Option Plan,
(iii) 1,450,000 shares will be reserved for issuance upon
exercise of the New Warrants to be issued as described below;
(iv) up to 523,810 shares will be reserved for the Additional
Interest Amount (as described below) in respect of the New
Common Stock; and (v) up to 84,392 shares will be reserved for
the Additional Interest Amount in respect of the New Warrants
(as defined below).
Pursuant to the Plan, the Company will issue to the
holders of its prepetition 7-3/4% Convertible Subordinated
Debentures due 2012 and its prepetition 12% Subordinated Notes
due 1996, their pro rata
share of each of two series of five-year warrants to purchase
shares of New Common Stock, namely--600,000 Series X Warrants
and 600,000 Series Y Warrants (which together with the Series Z
Warrants described below are referred to herein as the "New
Warrants"), with an exercise price of $12.55 per share and
$17.55 per share, respectively. In addition, the Company will
issue to holders of other contingent and statutory subordinate
claims, and to holders of JWP's currently outstanding common
stock, preferred stock and warrants of participation, as well as
to the plaintiffs in a shareholder class action suit, their pro
rata share of 250,000 Series Z Warrants to purchase shares of
New Common Stock which will have an exercise price of $50 per
share and must be exercised within two years of their issuance.
The terms of the New Warrants are more fully described in the
Disclosure Statement.
In addition, the Plan authorizes the issuance of
additional Series A, Series B, Series C and SellCo Notes, New
Common Stock and New Warrants to Belmont Capital Partners II,
L.P. ("Belmont"), the debtor-in-possession lender to the
Company, in respect of the Additional Interest Amount required
to be paid under the terms of the Company's debtor-in-possession
financing arrangement. The Company agreed, upon the making of
the loan by Belmont, that Belmont will be entitled to
"Additional Interest" upon the maturity of the loan which,
depending on the length of time the loan is outstanding, could
range from 1% to 5.5% of each type of consideration issued to
creditors under the Plan.
For a more complete description of the reorganization
of the Company, see the Disclosure Statement, the Plan attached
thereto and the Modifications to the Plan filed as Exhibits
hereto.
For information as to the assets and liabilities of
the Company as of August 31, 1994 as presented to the Bankruptcy
Court, see Exhibit 99.1 attached hereto and incorporated herein
by reference.
Item 7. Financial Statements and Exhibits
Exhibits
2.1 Third Amended Disclosure Statement and
Third Amended Joint Plan of Reorganization Proposed
by the Debtor and its Affiliate, SellCo Corporation
(incorporated herein by reference to Exhibit T3E1 to
each of the Company's Forms T-3 filed on October 5,
1994 in connection with the qualification under the
Trust Indenture Act of 1939 of the indentures under
which the Notes are to be issued pursuant to the Plan
2.1.1 Debtor's Modification to Third Amended
Joint Plan of Reorganization of the Debtor and
SellCo Corporation dated September 29, 1994
2.1.2 Debtor's Second Modification to Third
Amended Joint Plan of Reorganization of the Debtor
and SellCo Corporation dated September 30, 1994
2.2 Order Confirming Third Amended Joint Plan
of Reorganization of the Debtor and SellCo
Corporation, As Modified
99.1 Condensed Consolidated Balance Sheet
(unaudited) of JWP INC. and subsidiaries as of
August 31, 1994
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Company has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
JWP INC.
By:/s/ Leicle E. Chesser
Leicle E. Chesser
Executive Vice President
and Chief Financial Officer
Dated: October 17, 1994
<PAGE>
EXHIBIT INDEX
Number Description
2.1 Third Amended Disclosure Statement
and Third Amended Joint Plan of
Reorganization Proposed by the Debtor
and its Affiliate, SellCo Corporation
(incorporated herein by reference to
Exhibit T3E1 to each of the Company's
Forms T-3 filed on October 5, 1994 in
connection with the qualification
under the Trust Indenture Act of 1939
of the indentures under which the
Notes are to be issued pursuant to the Plan
2.1.1 Debtor's Modification to Third
Amended Joint Plan of Reorganization
of the Debtor and SellCo Corporation
dated September 29, 1994
2.1.2 Debtor's Second Modification to Third
Amended Joint Plan of Reorganization
of the Debtor and SellCo Corporation
dated September 30, 1994
2.2 Order Confirming Third Amended Joint
Plan of Reorganization of the Debtor
and SellCo Corporation, as modified
99.1 Condensed Consolidated Balance Sheet
(unaudited) of JWP INC. and
Subsidiaries
Exhibit 2.1.1
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
- ------------------------------x
In re : Chapter 11
:
JWP INC., : Case No.
: 93 B 46404 (JHG)
Debtor. :
- ------------------------------x
DEBTOR'S MODIFICATION TO THIRD
AMENDED JOINT PLAN OF REORGANIZATION
OF THE DEBTOR AND SELLCO CORPORATION
JWP INC., debtor and debtor in possession, pursuant to
section 1127 of title 11 of the United States Code and Rule 3019
of the Federal Rules of Bankruptcy Procedure, hereby amends the
Third Amended Joint Plan of Reorganization of the Debtor and
SellCo Corporation, dated August 9, 1994 (the "Plan"), as
follows (all capitalized terms used herein and defined in the
Plan shall be used herein as so defined):
a. Schedule 1 to the Plan shall be amended to
include Bank of Montreal as a creditor to be unimpaired under
the Plan and to include "Guarantee" as the basis for Bank of
Montreal's claim.
b. The footnote in Schedule 1 to the Plan shall be
amended by deleting the words "section H of Article IV" and
inserting in their place "section H of Article III."
c. Section A(50) of Article I is amended and
restated to read in its entirety as follows: "50. Working
Capital Lien means a first lien on the capital stock of Jamaica
Water Securities Corp. or the net proceeds from the sale
thereof, securing up to $15,000,000 of the obligations of
Reorganized JWP or MES under a working capital facility;
provided, however, that the application of any such proceeds to
repay all or a portion of the balance of such working capital
facility shall permanently reduce the availability under such
facility by the amount applied."
d. Notwithstanding anything in the Plan to the
contrary (a) classes 2, 3 and 4B shall be treated for all
purposes as three separate classes, including, without
limitation, for purposes of distributions pursuant to the Plan
and voting, and (b) classes 6 through 11 shall not be entitled
to receive any distributions pursuant to the Plan unless each of
classes 2, 3 and 4B have voted separately to accept the Plan.
e. Section G of Article III is amended and restated
to read in its entirety as follows: "G. Allowance of Claims in
Class 2, 3 and 4B. The aggregate allowed claims in class 2
shall be $358,165,112. The aggregate allowed claims in class 3
shall be $167,577,088. Credit Suisse shall have an allowed
class 4B claim in the amount of $22,900,000."
f. Section I of Article IV shall be amended by
deleting the words "2, 3 and 6, the holders of" in the third
line of the first sentence thereof and inserting in their place
the following words: "2, 3, 4B, 6, the holders of other".
g. Section G of Article VI shall be amended by
adding "4B" after the words "classes 2, 3," in the first line of
the first sentence thereof.
h. Section F(1) of Article IV shall be amended by
inserting the following sentence after the second sentence
thereof: "The Certificate of Incorporation may provide for the
change of the corporate name of Reorganized JWP from 'JWP INC.'
to a name to be selected by the board of directors of
Reorganized JWP."
i. Section A of Article II shall be amended by
deleting subpart (e) of the first sentence thereof and inserting
the following in its place: "(e) be guaranteed by MES subject to
the repayment in full of any working capital or revolving credit
financing obtained by JWP or MES."
j. Section B of Article II shall be amended by
deleting subpart (e) of the first sentence thereof and inserting
the following in its place: "(e) be guaranteed by MES subject to
the repayment in full of any working capital or revolving credit
financing obtained by JWP or MES and the Series A Secured
Notes."
Dated: September 29, 1994
New York, New York
STROOCK & STROOCK & LAVAN
Attorneys for JWP INC.,
Debtor and Debtor in Possession
By:/s/ Lawrence M. Handlesman
Lawrence M. Handelsman (LH-6957)
Seven Hanover Square
New York, New York 10004-2696
(212) 806-5400
<PAGE>
Exhibit 2.1.2
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
- ------------------------------x
In re : Chapter 11
:
JWP INC., : Case No.
: 93 B 46404 (JHG)
Debtor. :
- ------------------------------x
DEBTOR'S SECOND MODIFICATION TO THIRD
AMENDED JOINT PLAN OF REORGANIZATION
OF THE DEBTOR AND SELLCO CORPORATION
JWP INC., debtor and debtor in possession, pursuant to
section 1127 of title 11 of the United States Code and Rule 3019
of the Federal Rules of Bankruptcy Procedure, hereby amends the
Third Amended Joint Plan of Reorganization of the Debtor and
SellCo Corporation, dated August 9, 1994, as modified by the
Debtor's Modification to Third Amended Joint Plan of
Reorganization of the Debtor and SellCo Corporation (the
"Plan"), as follows (all capitalized terms used herein and
defined in the Plan shall be used herein as so defined):
k. Section G of Article III is amended and restated
to read in its entirety as follows: "G. Allowance of Claims in
Class 2, 3 and 4B. The aggregate allowed claims in class 2
shall be $358,165,112. The aggregate allowed claims in class 3
shall be $167,577,088. The allowed claim of Credit Suisse in
class 4B shall be $22,900,000. The allowed claim of Bayerische
Vereinsbank AG, New York Branch, in class 4B shall be
$17,975,907."
l. Section A(14) of Article I is amended by deleting
the words "classes 2, 3 and 4B" in the third line thereof and
inserting in their place the following words: "classes 2, 3, 4B
and 4C."
m. Subpart 2 of section A of Article V is amended by
inserting the words "and 4C" after the words "class 4B" in the
third line of the first sentence thereof.
Dated: September 30, 1994
New York, New York
STROOCK & STROOCK & LAVAN
Attorneys for JWP INC.,
Debtor and Debtor in Possession
By:/s/ Lawrence M. Handlesman
Lawrence M. Handelsman
(LH-6957)
Seven Hanover Square
New York, New York 10004-2696
(212) 806-5400
<PAGE>
Exhibit 2.2
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
- ------------------------------x
In re : Chapter 11
:
JWP INC., : Case No. 93-B-46404 (JHG)
:
Debtor. :
- ------------------------------x
ORDER CONFIRMING THIRD AMENDED JOINT
PLAN OF REORGANIZATION OF THE DEBTOR
AND SELLCO CORPORATION, AS MODIFIED
JWP INC. ("JWP" or the "Debtor"), debtor and debtor in
possession, and SellCo Corporation ("SellCo"), an affiliate of
the Debtor, having jointly filed the Third Amended Joint Plan of
Reorganization of the Debtor and SellCo Corporation, dated
August 9, 1994 (the "Plan"), in accordance with section 1121 of
title 11 of the United States Code (the "Bankruptcy Code") (all
capitalized terms not otherwise defined in this Order shall have
the respective meanings assigned to them in the Plan); and the
Debtor having filed its Third Amended Disclosure Statement with
respect to the Plan, dated August 9, 1994 (the "Disclosure
Statement"), pursuant to section 1125 of the Bankruptcy Code;
and this Court having approved the adequacy of the information
contained in the Disclosure Statement by order dated August 22,
1994 (the "Disclosure Statement Order"); and the Disclosure
Statement Order, the Disclosure Statement (with a copy of the
Plan annexed thereto), a ballot or a notification of non-voting
status, as appropriate, and related materials having been
transmitted to all creditors and equity interest holders, as
required by the Disclosure Statement Order, with the exception
of all known entities that were beneficial holders as of July 21,
1994 of equity interests evidenced by all the Debtor's issued
and outstanding Old Preferred Stock and, as of that date, held
beneficial interests in such securities (the "Preferred
Shareholders"), which entities, pursuant to letters dated
September 27 and September 28, 1994, have waived the notice
period of thirty days for voting and have consented to shortened
notice; and the solicitation of acceptances from holders of
claims and equity interests in this chapter 11 case having been
made in the manner required by the Disclosure Statement Order,
except as to the Preferred Shareholders, as noted above; and
objections to confirmation of the Plan (the "Objections") having
been filed by (i) the members of the plaintiff class in the
consolidated class action captioned In re JWP INC. Securities
Litigation, 92 Civ. 5815 (CLB) (S.D.N.Y.), (ii) 35 Fadem Inc.,
(iii) John J. Fitzsimons and Diane Fitzsimons, (iv) Bayerische
Vereinsbank, New York Branch, (v) Credit Suisse, and (vi) Edward
W. Jowett, and the Objections having been overruled or
withdrawn; and a full evidentiary hearing (the "Confirmation
Hearing") to consider confirmation of the Plan, the Objections
and other matters relating to confirmation having been held
before this Court on September 28 and September 29, 1994, upon
such notice as required by the Disclosure Statement Order; and
affidavits of service and publication having been filed; and
upon the certification of Donlin, Recano & Company, Inc.,
regarding the
tabulation of the ballots in favor of and in opposition to the
Plan; and upon the entire record of this chapter 11 case and the
record of the aforementioned hearings; and upon all proceedings
heretofore had herein; and after due deliberation and sufficient
cause appearing therefor,
this Court hereby FINDS that:
A. Findings and Conclusions. Findings of fact shall
be construed as conclusions of law and conclusions of law shall
be construed as findings of fact when necessary and appropriate.
B. Plan Compliance with Code (Section 1129(a)(1) of
the Bankruptcy Code). The Plan complies with the applicable
provisions of chapter 11 of the Bankruptcy Code.
C. Proper Classification (Section 1123(a)(1) of the
Bankruptcy Code). The classification of claims and interests
under the Plan is consistent with section 1122 of the Bankruptcy
Code.
D. Specified Treatment of Unimpaired Classes (Section
1123(a)(2) of the Bankruptcy Code). The Plan specifies that
Class 1 (Priority Claims), Class 4A (General Unsecured Claims -
Convenience Class) and Class 5 (Unimpaired Contingent Claims)
are not impaired under the Plan.
E. Specified Treatment of Impaired Classes (Section
1123(a)(3) of the Bankruptcy Code). The Plan (i) specifies that
Class 2 (Old Note Claims), Class 3 (Old Credit Agreement
Claims), Class 4B (General Unsecured Claims - Other Borrowed
Money Class 4
Claims), Class 4C (General Unsecured Claims - All Other Class 4
Claims), Class 6 (Subordinated Debt Claims), Class 7 (Contingent
and Statutory Subordinated Claims), Class 8 (Equity Interests -
Old Preferred Stock), Class 9 (Equity Interests - Old Common
Stock), Class 10 (Equity Interest Claims - Class Action
Plaintiffs) and Class 11 (Equity Interests - Warrants of
Participation) are impaired under the Plan and (ii) specifies
the treatment of claims and interests in such classes.
F. No Discrimination (Section 1123(a)(4) of the
Bankruptcy Code). The Plan provides the same treatment for each
claim or interest of each particular class.
G. Implementation of the Plan (Section 1123(a)(5) of
the Bankruptcy Code). The Plan provides adequate means for the
Plan's implementation.
H. Non-Voting Equity Securities (Section 1123(a)(6) of
the Bankruptcy Code). The Plan provides for the inclusion in
the new certificate of incorporation of Reorganized JWP and the
certificates of incorporation of MES and SellCo of provisions
prohibiting the issuance of nonvoting equity securities.
I. Selection of Officers and Directors (Section
1123(a)(7) of the Bankruptcy Code). The Plan provides for the
selection of the seven members of the board of directors of
Reorganized JWP, and the Debtor has disclosed the names of the
individuals proposed to serve as directors and officers of
Reorganized JWP after the Effective Date. The Plan provides
that the members of the board of directors of MES and SellCo
shall be selected by the board of directors of Reorganized JWP,
the sole
shareholder of such entities. The manner of selection of
officers and directors of Reorganized JWP, SellCo and MES is
consistent with the interests of the creditors and equity
security holders in this chapter 11 case, and with public
policy.
J. Debtor's Compliance with the Bankruptcy Code
(Section 1129(a)(2) of the Bankruptcy Code). The Debtor and
SellCo, as proponents of the Plan, have complied with all
applicable provisions of the Bankruptcy Code.
K. Plan Proposed in Good Faith (Section 1129(a)(3) of
the Bankruptcy Code). The Plan has been proposed in good faith
and not by any means forbidden by law.
L. Payments of Costs and Expenses (Section 1129(a)(4)
of the Bankruptcy Code). Any payment made or promised by the
Debtor or SellCo for services or for costs and expenses in or in
connection with this chapter 11 case, or in connection with the
Plan and incident to this chapter 11 case, has been approved by,
or is subject to the approval of, this Court as being
reasonable.
M. Directors and Officers (Section 1129(a)(5) of the
Bankruptcy Code). The Debtor and SellCo have disclosed the
identity and affiliations of the individuals proposed to serve,
after confirmation of the Plan, as directors and officers of the
Debtor and of SellCo, and the appointment to, or continuance in,
such offices of such individuals is consistent with the
interests
of creditors of and equity security holders in the Debtor and
with public policy. The Debtor and SellCo have disclosed the
identity of insiders that will be employed or retained by
Reorganized JWP, and the nature of the compensation to be paid
to such insiders.
N. No Rate Change (Section 1129(a)(6) of the
Bankruptcy Code). No regulatory commission has jurisdiction
over the rates of the Debtor. Section 1129(a)(6) of the
Bankruptcy Code, therefore, is inapplicable.
O. Best Interests of Creditors (Section 1129(a)(7)
of the Bankruptcy Code). With respect to each impaired class of
claims or interests, each holder of a claim or interest of such
class has accepted the Plan or will receive or retain under the
Plan on account of such claim or interest property of a value,
as of the Effective Date, that is not less than the amount that
such holder would receive or retain if the Debtor were
liquidated under chapter 7 of the Bankruptcy Code on such date.
P. Plan Acceptance (Section 1129(a)(8) of the
Bankruptcy Code). With respect to each impaired class of claims
specified in the Plan, ballots accepting the Plan have been
timely received from creditors that hold at least two-thirds in
dollar amount and more than one-half in number of the allowed
claims of such class held by creditors that have accepted or
rejected the Plan, and with respect to each class of interests
specified in the Plan, ballots accepting the Plan have been
timely received (except for the Preferred Shareholders whose
ballots are deemed timely received) from holders of such
interest
that hold at least two-thirds in amount of the allowed interests
of such class held by holders of such interests that have
accepted or rejected the Plan, except class 11, with respect to
which, as found in paragraph V hereof, the Plan satisfies the
"cram down" provisions set forth in section 1129(b) of the
Bankruptcy Code.
Q. Plan Treatment of Administrative Expenses and
Priority Claims (Section 1129(a)(9) of the Bankruptcy Code).
The treatment under the Plan of claims of the types specified in
sections 507(a)(1) through 507(a)(7) of the Bankruptcy Code
complies with the provisions of section 1129(a)(9) of the
Bankruptcy Code, except to the extent that the holder of a
particular claim has agreed to a different treatment (i) each
holder of an allowed claim of a kind specified in section
507(a)(1) or 507(a)(2) of the Bankruptcy Code, on the Effective
Date, will receive cash equal to the allowed amount of such
claim, as specified in section 1129(a)(9)(A) of the Bankruptcy
Code, (ii) each holder of an allowed claim of a kind specified
in section 507(a)(3), 507(a)(4), 507(a)(5) or 507(a)(6) of the
Bankruptcy Code, on the Effective Date, will receive cash equal
to the allowed amount of such claim, as specified in section
1129(a)(9)(B) of the Bankruptcy Code and (iii) each holder of an
allowed claim of a governmental unit of a kind specified in
section 507(a)(7) of the Bankruptcy Code shall receive, in the
sole discretion of the Debtor, either cash on the Effective Date
or deferred cash payments, over a period not exceeding six years
after the date of assessment of such claim, of a value, as of
the Effective Date, equal to the allowed amount of such claim, as
specified in section 1129(a)(9)(C) of the Bankruptcy Code.
R. At Least One Impaired Class Accepted Plan (Section
1129(a)(10) of the Bankruptcy Code). Classes 2, 3, 4B, 4C, 6,
7, 8, 9 and 10, which are impaired under the Plan, have accepted
the Plan (without including any acceptance of the Plan by any
insider); therefore, at least one impaired class of claims or
interests has accepted the Plan, which acceptance has been
determined without including any acceptance of the Plan by any
insider.
S. Feasibility (Section 1129(a)(11) of the Bankruptcy
Code). Confirmation of the Plan is not likely to be followed by
the liquidation or the need for further financial reorganization
of the Debtor.
T. Certain Fees (Section 1129(a)(12) of the
Bankruptcy Code). All fees payable under 28 U.S.C. Section 1930
have been paid or will be paid on or before the Effective Date.
U. Retiree Benefits (Section 1129(a)(13) of the
Bankruptcy Code). The Debtor is not obligated to continue to
pay retiree benefits after confirmation of the Plan. Section
1129(a)(13) of the Bankruptcy Code, therefore, is inapplicable.
V. Plan is Fair and Equitable and Does Not Unfairly
Discriminate (Section 1129(b) of the Bankruptcy Code). The Plan
does not unfairly discriminate against class 11, because (i) the
basis for the differences in distribution of property to class
11 and classes 1, 2, 3, 4A, 4B, 4C, 5, 6, 7 and 8 is rationally
based upon the differences in priority of the interests in class
11 and the claims and interests of such other classes and (ii)
the basis for the allocation of property under the Plan among
classes 9, 10 and 11 is reasonable under the circumstances. The
Plan is fair and equitable with respect to class 11, pursuant to
section 1129(b)(2)(C) of the Bankruptcy Code, because no holder
of an interest that is junior to the interests in class 11 will
receive or retain any property under the Plan. Accordingly, the
Plan satisfies the requirements set forth in 1129(b) with
respect to class 11.
W. No Other Plan (Section 1129(c) of the Bankruptcy
Code). The Plan is the only plan of reorganization pending
before this Court, or any other court, with respect to the
Debtor.
X. No Avoidance of Taxes or Application of Securities
Laws (Section 1129(d) of the Bankruptcy Code). The primary
purpose of the Plan is not the avoidance of taxes or the
avoidance of the requirements of section 5 of the Securities Act
of 1933.
Finding that the Plan is confirmable for all of the
foregoing reasons, this Court hereby ORDERS, ADJUDGES AND
DECREES that:
1. Confirmation. The Plan (a copy of which is
annexed hereto as Exhibit 1), as modified to the limited extent
set forth in section 2 hereof, is hereby confirmed.
2. Technical Modifications to Plan. The Plan, as
provided in (i) Debtor's Modification to Third Amended Joint
Plan of Reorganization of the Debtor and SellCo Corporation,
dated September 29, 1994, and (ii) Debtor's Second Modification
to Third Amended Joint Plan of Reorganization of the Debtor and
SellCo Corporation, dated September 30, 1994, is hereby deemed
modified as follows:
a. Schedule 1 to the Plan shall be amended to
include Bank of Montreal as a creditor to be unimpaired
under the Plan and to include "Guarantee" as the basis for
Bank of Montreal's claim.
b. The footnote in Schedule 1 to the Plan shall
be amended by deleting the words "section H of Article IV"
and inserting in their place "section H of Article III."
c. Section A(50) of Article I is amended and
restated to read in its entirety as follows: "50. Working
Capital Lien means a first lien on the capital stock of
Jamaica Water Securities Corp. or the net proceeds from the
sale thereof, securing up to $15,000,000 of the obligations
of Reorganized JWP or MES under a working capital facility;
provided, however, that the application of any such
proceeds to repay all or a portion of the balance of such
working capital facility shall permanently reduce the
availability under such facility by the amount applied."
d. Notwithstanding anything in the Plan to the
contrary (a) classes 2, 3 and 4B shall be treated for all
purposes as three separate classes, including, without
limitation, for purposes of distributions pursuant to the
Plan and voting, and (b) classes 6 through 11 shall not be
entitled to receive any distributions pursuant to the Plan
unless each of classes 2, 3 and 4B have voted separately to
accept the Plan.
e. Section G of Article III is amended and
restated to read in its entirety as follows: "G. Allowance
of Claims in Class 2, 3 and 4B. The aggregate allowed
claims in class 2 shall be $358,165,112. The aggregate
allowed claims in class 3 shall be $167,577,088. The
allowed claim of Credit Suisse in class 4B shall be
$22,900,000. The allowed claim of Bayerische Vereinsbank
AG, New York Branch, in class 4B shall be $17,975,907."
f. Section I of Article IV shall be amended by
deleting the words "2, 3 and 6, the holders of" in the third
line of the first sentence thereof and inserting in their
place the following words: "2, 3, 4B and 6, the holders of
other".
g. Section G of Article VI shall be amended by
adding "4B" after the words "classes 2, 3," in the first
line of the first sentence thereof.
h. Section F(1) of Article IV shall be amended
by inserting the following sentence after the second
sentence thereof: "The Certificate of Incorporation may
provide for the change of the corporate name of Reorganized
JWP from 'JWP INC.' to a name to be selected by the board of
directors of Reorganized JWP."
i. Section A of Article II shall be amended by
deleting subpart (e) of the first sentence thereof and
inserting the following in its place: "(e) be guaranteed by
MES subject to the repayment in full of any working capital
or revolving credit financing obtained by JWP or MES."
j. Section B of Article II shall be amended by
deleting subpart (e) of the first sentence thereof and
inserting the following in its place: "(e) be guaranteed by
MES subject to the repayment in full of any working capital
or revolving credit financing obtained by JWP or MES and the
Series A Secured Notes."
k. Section A(14) of Article I is amended by
deleting the words "classes 2, 3 and 4B" in the third line
of the first sentence thereof and inserting in their place
the following words: "classes 2, 3, 4B and 4C."
l. Subpart 2 of section A of Article V is
amended by inserting the words "and 4C" after the words
"class 4B" in the third line of the first sentence thereof.
The above modifications do not adversely affect the treatment of
the claim of any creditor or the interest of any equity security
holder.
3. Implementation of Plan and Order. The Debtor and
Reorganized JWP, and their directors, officers and agents, and
all other parties, are hereby authorized to enter into, execute,
deliver and/or implement the documents contained in Exhibits A
through L and N through R to the Plan, including: the Series A
Secured Note Indenture; the Series B Secured Note Indenture; the
Series C Note Indenture; the SellCo Subordinated Contingent
Payment Note Indenture; the Bylaws of Reorganized JWP; the
Certificate of Incorporation of Reorganized JWP; the Certificate
of Incorporation of MES; the Certificate of Incorporation of
SellCo; the Bylaws of MES; the Bylaws of SellCo; the Claims
Reduction Agreement; the JWP Management Incentive Stock Option
Plan; the Disbursement Agreement; the New Series X Warrant
Agreement; the New Series Y Warrant Agreement; the JWP
Supplemental SellCo Note; the New Series Z Warrant Agreement
(collectively, the "Plan Exhibit Documents"), and other
documents and instruments and any amendments to such Plan Exhibit
Documents as therein provided, and to take such other steps and
perform such other acts as may be necessary to implement and
effectuate
the Plan, all other related instruments and documents and this
Order, and to satisfy all other conditions precedent to the
implementation and effectiveness of the Plan. Prior to the
Effective Date, the Debtor with the consent of the statutory
creditors' committee appointed in this case on February 25, 1994
(the "Creditors' Committee"), may make technical, conforming,
and other changes to the Plan Exhibit Documents to the extent
such changes are consistent with the Plan. No further action by
the directors or equity security holders of the Debtor or
Reorganized JWP shall be required to authorize the consummation
of the Plan, the adoption of the new certificate of incorporation
or any other action contemplated to be taken by the Debtor or
Reorganized JWP pursuant to the Plan or this Order. The record
date for purposes of determining holders of the Debtor or
Reorganized JWP that are entitled to distributions under the Plan
is the date of entry of this Order.
4. Transfer of Nondebtor Subsidiaries. Pursuant to
section 1123(a)(5)(B) of the Bankruptcy Code, the Debtor is
hereby authorized to transfer or cause its Nondebtor
Subsidiaries
to make the transfers necessary to implement the provisions of
the Plan, including, but not limited to, transferring or causing
its Nondebtor Subsidiaries as appropriate, to transfer (i) the
Nondebtor Subsidiaries listed on Schedule 5 to the Plan to
SellCo
and (ii) all other Nondebtor Subsidiaries to MES (other than the
Nondebtor Subsidiaries listed on Schedule 4 to the Plan, DYN
Specialty Contracting, Inc. (and its affiliates B&B Contracting
& Supply Company, Dynalectric Company, Dynalectric Company of
Nevada, Inc., Contra Costa Electric, Inc., and JWP
Systems/Kirkwood Electric Company, Inc.) and Sea Cliff, which
shall be owned directly by Reorganized JWP). JWP or Reorganized
JWP, as the case may be, shall transfer Sea Cliff to Jamaica
Water Securities Corp. as soon as practicable after the date of
the entry of this Order, if not done prior to such time.
5. Board of Directors of Reorganized JWP and SellCo.
(a) Frank T. MacInnis, Bart A. Brown, Jr., David A.B. Brown,
Richard F. Hamm, Jr., Malcom T. Hopkins, Stephen N. Wertheimer
and Todd Cunningham are hereby approved as members of the board
of directors of Reorganized JWP. Such directors shall remain in
office until their successors are duly elected and qualified, or
until their earlier resignation, removal or death, subject to
the terms of Reorganized JWP's new certificate of incorporation
and by-laws, and the corporate law of the State of Delaware.
(b) Frank T. MacInnis is hereby approved as the sole
member of the board of directors of SellCo. Mr. MacInnis shall
remain in office until his successor is duly elected and
qualified, or until his earlier resignation, removal or death,
subject to the terms of SellCo's certificate of incorporation
and by-laws, and the corporate law of the State of Delaware.
6. Binding Plan and Order. The provisions of the
Plan and this Order shall be binding upon the Debtor,
Reorganized
JWP, SellCo and any holder of a claim against or interest in the
Debtor, including holders of secured claims, administrative
expense claims and priority claims, and any other party in
interest in this chapter 11 case, and their respective
successors
and assigns, whether or not the claim or interest of such
creditor or equity security holder or obligation of any party in
interest is impaired under the Plan, whether or not such
creditor, equity security holder or party in interest has
accepted the Plan and whether or not such creditor, equity
security holder or other party in interest has filed a proof of
claim.
7. Discharge. Other than with respect to the claims
in class 5, entry of this Order acts as a discharge of all debts
of, claims against, liens on, and interests in each of JWP, its
assets, or properties, which debts, claims, liens, and interests
arose at any time before the entry of this Order. Other than
with respect to the claims in class 5, the discharge of JWP
shall be effective as to each claim, regardless of whether a
proof of claim therefor was filed, whether the claim is an
allowed claim, or whether the holder thereof votes to accept the
Plan. On the date that this Court enters this Order, as to every
discharged claim and equity interest, any holder of such claim or
equity interest shall be precluded from asserting against JWP or
Reorganized JWP, or their assets or properties, or any
successors
of JWP or Reorganized JWP, or their assets or properties, any
other or further claim or equity interest based upon any
document, instrument, act, omission, transaction, or other
activity of any kind or nature that occurred before the date
that the Court enters this Order. If the Plan does not become
effective, this discharge may be vacated.
8. No Discharge of Insurance Coverage. The Plan
shall not discharge any insurance carrier of the Debtor with
respect to any claim asserted against the Debtor, officers and
directors of the Debtor or any party that otherwise would be
covered by such insurance.
9. Injunction. In accordance with section 524 of the
Bankruptcy Code, the discharge provided by section 7 hereof,
section A of Article VI of the Plan and section 1141(d) of the
Bankruptcy Code, inter alia, acts as an injunction against the
commencement or continuation of any action, employment of
process, or act to collect, offset, or recover the claims or
equity interests so discharged. As of the Effective Date,
except to the extent otherwise expressly provided in the Plan,
all entities, as defined in the Bankruptcy Code, including, but
not limited to the Debtor, its creditors, employees,
shareholders, and their respective representatives, successors or
assigns shall be permanently restrained and enjoined on and after
the date hereof (i) from commencing or continuing, in any manner,
any action or other proceeding of any kind with respect to any
claim or interest against the Debtor or Reorganized JWP, or their
property, (ii) from creating, perfecting or enforcing any
encumbrance of any kind against the Debtor or Reorganized JWP,
or their property, (iii) from asserting any setoff, right of
subrogation or recoupment of any kind against any obligation due
to the Debtor, and (iv) from performing any act, in any manner,
in any place whatsoever, that does not conform to or comply with
the provisions of the Plan.
10. Releases. As of the Effective Date, JWP, and each
creditor of or interest holder in JWP, Reorganized JWP, and/or
any Nondebtor Subsidiary, hereby waive, release and discharge
the Seaboard Surety Company, each of the holders of claims in
classes 2, 3, 4 and 6 (except as set forth below in this
paragraph 10),
and all officers, directors, employees, or agents (including
professionals retained by such holder) of such holder, from any
and all claims arising prior to the Effective Date that could be
brought by, through, or on behalf of JWP or its estate;
provided,
however, that claims that are waived, released, or discharged
shall not include (i) claims of the Debtor, Reorganized JWP or
any Nondebtor Subsidiary arising out of continuing obligations
owing to such entities by the holder of a claim in class 4A or
class 4C, or the officers, directors, employees, or agents
(including professionals retained by such holder) of such
holder, if any, (ii) claims of any Nondebtor Subsidiary for
services rendered or goods sold to the holder of a claim in class
2, 3, 4 or 6, or the officers, directors, employees, or agents
(including professionals retained by such holder) of such holder,
if any (iii) rights of the Debtor, Reorganized JWP or any
Nondebtor Subsidiary to assert defenses, to counterclaim, to
crossclaim, to setoff, to recoup, or to seek indemnification,
contribution or
subrogation or (iv) defenses of a Nondebtor Subsidiary to any
claim asserted by the Seaboard Surety Company (or other bonding
company) solely in respect of such Nondebtor Subsidiary's
liabilities or obligations on a bond; and provided, further,
that
nothing contained in this paragraph shall affect the releases to
Seaboard Surety Company provided for in the agreement attached
to the Plan as Exhibit K. Such waiver, release, and discharge
shall also act as an injunction against any person or entity
commencing
or continuing any action, employment of process, or act to
collect, offset, or recover any such waived, released, and
discharged claim. In accordance with section 1123(b)(3) of the
Bankruptcy Code, all other claims, rights, and causes of action
held by JWP shall be retained by Reorganized JWP.
11. Vesting of Property. On the Effective Date,
pursuant to section 1141(b) and (c) of the Bankruptcy Code, the
estate of JWP shall revest in Reorganized JWP. After the
Effective Date, Reorganized JWP may operate its businesses, and
may use, acquire, and dispose of property free of any
restrictions of the Bankruptcy Code or the Bankruptcy Rules. As
of the Effective Date, the estate of JWP shall be free and clear
of all claims, security interests, liens, and equity interests,
except as specifically provided in the Plan or this Order.
12. Objections to Claims. All objections to claims
against the Debtor shall be filed and served upon the applicable
claimant by 120 days after the Effective Date or 120 days after
a claim is filed, whichever is later. After the date of
the entry
of this Order, only JWP or Reorganized JWP shall have the
authority to file, settle, compromise, withdraw, or litigate to
judgment objections to claims. After the date of the entry of
this Order, JWP or Reorganized JWP may settle or compromise any
disputed claim in accordance with Rule 9019 of the Federal Rules
of Bankruptcy Procedure (the "Bankruptcy Rules").
13. Disallowance of Certain Co-Debtor Claims. Any
claim for reimbursement, indemnification, contribution or
subrogation of an entity that is liable with the Debtor on, or
that has secured, the claim of a creditor not heretofore
disallowed by order of the Bankruptcy Court, shall be disallowed
to the extent that (a) such creditor's claim against the Debtor
is disallowed, (b) such claim for reimbursement,
indemnification,
contribution or subrogation is contingent as of the date of the
entry of this Order, or (c) such entity asserts a right of
subrogation to the rights of such creditor under section 509 of
the Bankruptcy Code, except as otherwise specifically provided
herein.
14. Executory Contracts and Unexpired Leases - Assumed
if not Rejected. As of the Effective Date, all executory
contracts and unexpired leases that exist between JWP and any
person are specifically assumed, except for any executory
contracts or unexpired leases that have been rejected by the
Debtor or that are the subject of a motion to reject that has
been filed on or before the date of the entry of this Order.
The entry of this Order shall constitute approval of such
assumptions pursuant to section 365(a) of the Bankruptcy Code.
15. Bar to Rejection Damages. Claims created by the
rejection of executory contracts or unexpired leases must be
filed with this Court no later than twenty (20) days after the
entry of an order authorizing such rejection. Any claims not
filed within such time will be forever barred from assertion
against JWP or Reorganized JWP.
16. Cancellation of Existing Securities and
Agreements. On the Effective Date (i) the Old Notes, (ii) the
Old Note Agreement, (iii) the Old Credit Agreement, (iv) the
pledge agreements, if any, executed prior to the Petition Date
in
respect of the stock of any of the Nondebtor Subsidiaries listed
on Schedule 4 to the Plan, (v) the pledge agreements, if any,
executed prior to the Petition Date in respect of any portion of
the Series B Substitute Collateral, (vi) the subordinated notes
and debentures governed by the agreements identified in class 6
of the Plan, (vii) all agreements or instruments evidencing
claims in classes 2, 3, 4, and 5 of the Plan, (viii) the Old
Common Stock, (ix) except as otherwise provided in the Plan, any
options, warrants, or rights, contractual or otherwise, to
acquire such shares of Old Common Stock (including, but not
limited to, the incentive stock options, no-qualified stock
options, and stock appreciation rights to acquire 1,125,000
shares of Old Common Stock pursuant to the 1986 Incentive Stock
Option Plan and the options for key personnel to acquire
2,500,000 and 1,000,000 shares of Old Common Stock,
respectively, pursuant to the 1991 and 1992 Stock Option Plans of
JWP), (x) any
interest represented by the 1,152,649 warrants of participation
issued to the holders of Old Common Stock in 1969, which may
entitle such holders to receive shares of Old Common Stock on
certain events with respect to the Jamaica Water Supply Company,
(xi) all shares of preferred stock of JWP issued or authorized
on or prior to the Petition Date and (x) the Intercreditor
Agreement shall be canceled.
17. JWP Liabilities. Notwithstanding any provisions
of the Plan or this Order to the contrary, Reorganized JWP shall
remain liable with respect to the following: (i) the claims of
creditors listed in Schedule 1 to the Plan; (ii) obligations
arising after the entry of this Order pursuant to contracts,
leases and other agreements assumed by JWP under the Plan; (iii)
liabilities based upon the indemnification of Mr. Edward F.
Kosnik in respect of any claim (whether contingent or fixed,
asserted or unasserted, or liquidated or unliquidated) against
Mr. Kosnik by reason of his signing certain management
representation letters regarding JWP to (a) Ernst & Young with
respect to the 1990, 1991 and 1992 financial years and (b)
Deloitte & Touche with respect to the 1993 financial year, to
the extent and as provided in the Order Authorizing JWP to
Provide Former Chief Executive Officer with Indemnification for
Acts to be Taken on Behalf of Debtor, entered by this Court on or
about July 14, 1994; and (iv) liabilities against JWP arising
under the General Agreement of Indemnity executed by and
between the Debtor
and Seaboard Surety Company as of February 18, 1994, to the
extent and as provided in the Final Order Under 11 U.S.C.
Section 364(c)(1) and Bankruptcy Rule 4001(c) Authorizing Debtor
to Execute, Deliver and Perform General Agreement of Indemnity
in Favor of Seaboard Surety Company, entered by this Court on or
about March 4, 1994, which liabilities shall be paid by JWP or
Reorganized JWP, as the case may be, in the ordinary course of
business and without further approval by this Court.
18. Professionals' Fees. Professionals' fees and
expenses incurred after the date of the entry of this Order
shall
be paid by JWP or Reorganized JWP, as the case may be, in the
ordinary course of business and without further approval by this
Court. This Court, however, shall retain jurisdiction to hear
and settle disputes arising in connection with the assertion of
claims for such professionals' fees and expenses.
19. Satisfaction of Obligations Under Share Issuance
Agreement. The obligations of JWP under the Share Issuance
Agreement, dated August 6, 1993, by and between JWP and ENTEX
Information Services, Inc., shall be deemed fulfilled by
Reorganized JWP by its performance in accordance with the terms
of the Plan.
20. Approvals and Consents. (a) Pursuant to the
Plan, and in accordance with section 1123(a)(5)(I) of the
Bankruptcy
Code, the Debtor is authorized hereby to take such corporate
action as may be necessary and appropriate to implement and
effectuate the consummation of the Plan and this Order. This
Order shall constitute all approvals and consents, if any,
required by the General Corporation Law of the State of Delaware
with respect to the implementation and consummation of the Plan.
(b) On the Effective Date, the issuance of
securities, the election or appointment, as the case may be, of
directors and
officers, and the other matters provided the Plan involving the
corporate structure of JWP or Reorganized JWP, or corporate
action by JWP or Reorganized JWP, shall be deemed to have
occurred and shall be in effect from and after the Effective
Date
pursuant to section 303 of the Delaware General Corporation Law
without any requirement of further action by the stockholders or
directors of JWP or Reorganized JWP.
21. Retention of Jurisdiction. Up to and following
the date that a final decree closing this chapter 11 case has
been entered, this Court shall have exclusive jurisdiction of
all
matters arising out of, and related to, this chapter 11 case and
the Plan, pursuant to, and for the purposes of, sections 105(a)
and 1142 of the Bankruptcy Code, and for, among other things,
the following purposes:
a. To hear and determine pending applications
for the assumption or rejection of executory contracts or
unexpired leases, if any are pending, and the allowance of
claims resulting therefrom;
b. To hear and determine any and all pending
adversary proceedings, applications, and contested matters;
c. To ensure that distributions, if any, to
holders of allowed claims are accomplished as provided
herein;
d. To resolve disputes as to the ownership of a
claim or equity interest;
e. To hear and determine any timely objections
to claims for administrative expenses or to proofs of
claims and proofs of equity interest filed, both before and after
the date that this Court enters this Order, including any
objections to the classification of any claim or equity
interest, and to allow or disallow any disputed claim for
administrative expenses, disputed claim, or disputed equity
interest, in whole or in part;
f. To enter and implement such orders as may be
appropriate in the event that this Order is for any reason
stayed, revoked, modified or vacated;
g. To issue such orders in aid of execution of
the Plan, to the extent authorized by section 1142 of the
Bankruptcy Code;
h. To consider any modifications of the Plan, to
cure any defect or omission, or reconcile any inconsistency
in any order of this Court, including, without limitation,
this Order;
i. To hear and determine controversies, suits,
actions and disputes affecting the assets of the Debtor;
j. To resolve disputes concerning nondebtor
releases and injunctions contained in the Plan or in this
Order;
k. To hear and determine all applications for
compensation and reimbursement of expenses of professionals
under sections 330, 331, and 503(b) of the Bankruptcy Code;
l. To hear and determine disputes arising in
connection with the interpretation, implementation, or
enforcement of the Plan;
m. To hear and determine matters concerning
local, state and federal taxes in accordance with
sections 346, 505 and 1146 of the Bankruptcy Code;
n. To hear any other matter not inconsistent
with the Bankruptcy Code; and
o. To enter a final decree closing this
chapter 11 case.
22. Exemption from Securities Laws. Pursuant to
section 1145 of the Bankruptcy Code and the provisions of the
Securities Act of 1933, as amended (and the regulations
pertaining thereto), regarding the issuance, distribution,
offer,
sale or registration of securities pursuant to the Plan, JWP and
Reorganized JWP and their respective agents are exempt from the
registration requirements of the Securities Act of 1933 with
respect to the issuance of debt and equity securities pursuant
to the Plan.
23. Exculpation. Reorganized JWP, the holders of
claims in classes 2, 3, 4 and 6, the Creditors' Committee, the
official committee of junior creditors and interest holders (the
"Junior Committee"), the Seaboard Surety Company, and their
respective members, officers, directors, employees, or agents
(including any professionals retained by such persons) shall
have
no liability to any holder of a claim or equity interest for any
act or omission in connection with, or arising out of, the
pursuit of approval of the Disclosure Statement with respect to
the Plan or the solicitation of votes for or confirmation of the
Plan, the consummation of the Plan, or the administration of the
Plan or the property to be distributed under the Plan, except
for willful misconduct or gross negligence, and in all respects,
shall be entitled to rely upon the advice of counsel with
respect to their duties and responsibilities under the Plan.
24. Dissolution of Creditors' Committee. Except as
otherwise ordered by this Court, sixty (60) days after the
Effective Date, the Creditors' Committee shall be dissolved and
the members of such committee shall thereupon be released and
discharged of and from all further authority, duties,
responsibilities and obligations related to, arising from and in
connection with this chapter 11 case.
25. Dissolution of Junior Committee. Except as
otherwise ordered by this Court, as of the Effective Date, the
Junior Committee shall be dissolved and the members of such
committee shall thereupon be released and discharged of and from
all further authority, duties, responsibilities and obligations
related to, arising from and in connection with this chapter 11
case.
26. Condition to Distribution of Property. As a
condition to receiving any distribution of property under the
Plan, the holders of claims in classes 2, 3, 8, 9 and 11 shall
be required to surrender the securities that form the basis of
their claims to Reorganized JWP or its designee.
27. Distribution to Classes 9, 10 and 11. The Debtor
is hereby authorized to make the distributions specified in the
Plan to classes 9, 10 and 11, notwithstanding the rejection of
the Plan by class 11, as provided in section D of Article III of
the Plan.
28. Exemption From Transfer Taxes. Pursuant to
section 1146(c) of the Bankruptcy Code, the issuance, transfer,
or exchange of notes or equity securities under the Plan, the
creation of any mortgage, deed of trust, or other security
interest, the making or assignment of any lease or sublease, or
the making or delivery of any deed or other instrument of
transfer under, in furtherance of, or in connection with the
Plan, including any deeds, bills of sale, or assignments
executed
in connection with any of the transactions contemplated under
the Plan shall not be subject to any stamp, real estate transfer,
mortgage recording, or other similar tax.
29. Notice of Confirmation Order. The Debtor's
publication of notice of entry of this Order, in substantially
the form annexed hereto as Exhibit 2, printed in a typeface no
smaller than eight point, once in The New York Times and The
Wall
Street Journal, national editions, and mailing same to all
parties in interest appearing at the Confirmation Hearing and
all
parties who have filed notices of appearance pursuant to
Bankruptcy Rule 2002 in this chapter 11 case, shall be deemed
good and sufficient notice of the entry of this Order.
Dated: New York, New York
September , 1994
______________________________
UNITED STATES BANKRUPTCY JUDGE
<PAGE>
Exhibit 99.1
JWP INC. and Subsidiaries
Condensed Consolidated Balance Sheet (unaudited)
(In Thousands)
August 31, 1994
ASSETS
Current Assets
Cash and cash equivalents . . . . . . . . . . $ 34,060
Accounts receivable, net. . . . . . . . . . . 454,639
Costs and estimated earnings in excess of
billings on uncompleted contracts . . . . . 74,235
Inventories . . . . . . . . . . . . . . . . . 7,781
Prepaid expenses and other. . . . . . . . . . 10,563
Net assets held for sale. . . . . . . . . . . 76,446
Total Current Assets. . . . . . . . . . . . . . . 657,724
Investments, notes and other long-term receivables 16,937
Property, plant and equipment, net. . . . . . . . 36,484
Other Assets
Excess of cost of acquired businesses over net assets,
less amortization 57,948
Miscellaneous . . . . . . . . . . . . . . . . 56,249
114,197
Total Assets. . . . . . . . . . . . . . . . . . . $ 825,342
LIABILITIES AND SHAREHOLDERS' (DEFICIT)
Current Liabilities
Notes payable by foreign subsidiaries . . . . $ 6,174
Debtor-in-possession note payable . . . . . . 25,000
Current maturities of long-term debt and capital
lease obligations 2,438
Accounts payable. . . . . . . . . . . . . . . 199,040
Billings in excess of costs and estimated earnings
on uncompleted contracts 123,408
Accrued payroll and benefits. . . . . . . . . 37,161
Other accrued expenses and liabilities. . . . 86,661
Total Current Liabilities . . . . . . . . . . . . 479,882
Long Term Debt. . . . . . . . . . . . . . . . . . 2,357
Other long-term obligations . . . . . . . . . . . 32,868
Pre-consent date bankruptcy claims subject to
compromise 622,859
Shareholders' (Deficit)
Preferred Stock, $1 par value, 25,000,000 shares
authorized, 425,000 shares
of Series A issued and outstanding. . . . . 21,250
Common Stock, $.10 par value, 75,000,000 shares
authorized, 40,715,541
shares outstanding, excluding 727,389 treasury shares 4,072
Warrants of Participation . . . . . . . . . . 576
Capital surplus . . . . . . . . . . . . . . . 204,247
Cumulative translation adjustments. . . . . . (6,373)
(Deficit) . . . . . . . . . . . . . . . . . . (536,396)
Total Shareholders' (Deficit) . . . . . . . . . . (312,624)
Total Liabilities and Shareholders' (Deficit) . . $ 825,342
JWP INC. &Subsidiaries
JWP INC. Pre-Consent Date
Bankruptcy Claims
Subject To Compromise
(unaudited) As Of August
31, 1994 (In Thousands)
Senior notes payable under various indentures $ 328,572
Senior notes payable under revolving credit facility 155,795
Subordinated notes. . . . . . . . . . . . . . . . 9,600
Convertible subordinated debentures . . . . . . . 7,040
Accrued interest. . . . . . . . . . . . . . . . . 43,315
Intercompany balance due to JWP Information
Services, Inc. 24,933
Foreign debt guarantees . . . . . . . . . . . . . 6,037
Stock price guarantees. . . . . . . . . . . . . . 5,118
Preferred dividends in arrears. . . . . . . . . . 2,257
Unexpired leases. . . . . . . . . . . . . . . . . 1,718
Directors' retirement benefits. . . . . . . . . . 975
Insurance reserves. . . . . . . . . . . . . . . . 36,400
Other impaired claims . . . . . . . . . . . . . . 1,099
Total pre-consent date bankruptcy claims subject
to compromise $ 622,859
