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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): November 5, 1999
Zenith Electronics Corporation
------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-4115 36-1996520
- -------- ------ ----------
(State or jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification
No.)
1000 Milwaukee Avenue
Glenview, Illinois 60025-2493
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number,
Including area code (847) 391-7000
--------------
Not Applicable
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(Former name and address, if changed since last report)
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Item 5. Other Events
------------
On November 5, 1999, the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court") entered an order confirming Zenith
Electronics Corporation (the "Company") prepackaged plan of reorganization
(the "Plan of Reorganization"), subject to certain conditions precedent to
its effectiveness. On November 9, 1999 the Company satisfied these
conditions and declared the Plan of Reorganization effective. A copy of
the Plan of Reorganization, as confirmed, is filed as Exhibit 1 attached
hereto.
On November 17, 1999, Jeffrey P. Gannon, president and chief executive
officer of the Company announced that he would be leaving the Company,
effective as of November 19, 1999. Gannon is to be succeeded as president
and chief executive officer by Ian G. Woods, a senior executive of LG
Electronics Inc. A press release (the "Press Release") was issued by the
Company concerning the change in management. A copy of the Press Release
is filed as Exhibit 2 hereto.
The foregoing summary does not purport to be complete and is qualified
in its entirety by reference to the Plan of Reorganization and the Press
Release which is incorporated by reference and the Chapter 11 petition and
motions and related pleadings and papers on file with the Bankruptcy Court.
Item 7. Financial Statements, Pro Forma Financial
------------------------------------------
Information and Exhibits
------------------------
(c) Exhibits
99(aq) Plan of Reorganization
99(ar) Text of Press Release dated November 17, 1999
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this
<PAGE>
report to be signed on its behalf by the undersigned hereunto duly authorized.
ZENITH ELECTRONICS CORPORATION
By: /s/ Richard F. Vitkus
-----------------------------
Richard F. Vitkus
Senior Vice President, General Counsel and
Secretary
Date: November 23, 1999
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Exhibits Index
--------------
Exhibit
Number Exhibit Description
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99(aq) Plan of Reorganization
99(ar) Press Release dated November 17, 1999
<PAGE>
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: )
) Chapter 11
ZENITH ELECTRONICS )
CORPORATION, )
) Case No. 99-2911 (MFW)
Debtor. )
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AMENDED PREPACKAGED PLAN OF REORGANIZATION
OF ZENITH ELECTRONICS CORPORATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
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James H.M. Sprayregen
Matthew N. Kleiman
Anup Sathy
KIRKLAND & ELLIS
200 E. Randolph Drive
Chicago, Illinois 60601
(312) 861-2000
and
Laura Davis Jones (#2436)
YOUNG CONAWAY STARGATT & TAYLOR, LLP
11th Floor, Rodney Square North
P.O. Box 391
Wilmington, Delaware 19899-0391
(302) 571-6600
Counsel to
ZENITH ELECTRONICS CORPORATION,
debtor and debtor-in-possession
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TABLE OF CONTENTS
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ARTICLE I. DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME AND GOVERNING LAW................. 1
A. Rules of Interpretation, Computation of Time and Governing Law.................................. 1
B. Defined Terms................................................................................... 2
ARTICLE II. ADMINISTRATIVE AND PRIORITY TAX CLAIMS....................................................... 12
A. Administrative Claims........................................................................... 12
B. Priority Tax Claims............................................................................. 12
ARTICLE III. CLASSIFICATION AND TREATMENTOF CLASSIFIED CLAIMS AND EQUITY INTERESTS....................... 13
A. Summary......................................................................................... 13
B. Classification and Treatment.................................................................... 13
C. Special Provision Governing Unimpaired Claims................................................... 17
ARTICLE IV. ACCEPTANCE OR REJECTION OF THE PLAN.......................................................... 17
A. Voting Classes.................................................................................. 17
B. Acceptance by Impaired Classes.................................................................. 17
C. Presumed Acceptance of Plan..................................................................... 17
D. Presumed Rejection of Plan...................................................................... 18
E. Non-Consensual Confirmation..................................................................... 18
ARTICLE V. MEANS FOR IMPLEMENTATION OF THE PLAN.......................................................... 18
A. Continued Corporate Existence and Vesting of Assets in the Reorganized Debtor................... 18
B. Cancellation of Notes, Instruments, Debentures, Common Stock and Stock Options.................. 18
C. Issuance of New Securities; Execution of Related Documents...................................... 19
D. Corporate Governance, Directors and Officers, and Corporate Action.............................. 19
E. LGE New Credit Support.......................................................................... 20
F. Sources of Cash for Plan Distribution........................................................... 20
ARTICLE VI. TREATMENT OF EXECUTORY CONTRACTSAND UNEXPIRED LEASES......................................... 20
A. Assumption of Executory Contracts and Unexpired Leases.......................................... 20
B. Claims Based on Rejection of Executory Contracts or Unexpired Leases............................ 21
C. Cure of Defaults for Executory Contracts and Unexpired Leases Assumed........................... 21
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D. Indemnification of Directors, Officers and Employees............................................ 22
E. Compensation and Benefit Programs............................................................... 22
ARTICLE VII. PROVISIONS GOVERNING DISTRIBUTIONS.......................................................... 22
A. Distributions for Claims Allowed as of the Effective Date....................................... 22
B. Distributions by the Reorganized Debtor; Distributions with Respect to Debt Securities.......... 23
C. Delivery and Distributions and Undeliverable or Unclaimed Distributions......................... 23
D. Distribution Record Date........................................................................ 24
E. Timing and Calculation of Amounts to be Distributed............................................. 24
F. Minimum Distribution............................................................................ 25
G. Setoffs......................................................................................... 25
H. Surrender of Canceled Instruments or Securities................................................. 25
I. Lost, Stolen, Mutilated or Destroyed Debt Securities............................................ 26
ARTICLE VIII. PROCEDURES FOR RESOLVING DISPUTED CLAIMS................................................... 26
A. Prosecution of Objections to Claims............................................................. 26
B. Estimation of Claims............................................................................ 26
C. Payments and Distributions on Disputed Claims................................................... 27
ARTICLE IX. CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION OF THE PLAN............................ 27
A. Condition Precedent to Confirmation............................................................. 27
B. Conditions Precedent to Consummation............................................................ 27
C. Waiver of Conditions............................................................................ 28
D. Effect of Non-occurrence of Conditions to Consummation.......................................... 28
ARTICLE X. RELEASE, INJUNCTIVE AND RELATED PROVISIONS.................................................... 28
A. Subordination................................................................................... 28
B. Limited Releases by the Debtor.................................................................. 29
C. Limited Releases by Holder of Claims............................................................ 29
D. Preservation of Rights of Action................................................................ 30
E. Exculpation..................................................................................... 30
F. Injunction...................................................................................... 30
ARTICLE XI. RETENTION OF JURISDICTION.................................................................... 30
ARTICLE XII. MISCELLANEOUS PROVISIONS.................................................................... 32
A. Dissolution of Committee(s)..................................................................... 32
B. Payment of Statutory Fees....................................................................... 32
C. Discharge of Debtor............................................................................. 32
D. Modification of Plan............................................................................ 33
E. Revocation of Plan.............................................................................. 33
F. Successors and Assigns.......................................................................... 33
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G. Reservation of Rights.......................................................................... 33
H. Section 1146 Exemption......................................................................... 33
I. Further Assurances............................................................................. 33
J. Service of Documents........................................................................... 34
K. Filing of Additional Documents................................................................. 34
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AMENDED PREPACKAGED PLAN OF REORGANIZATION
OF ZENITH ELECTRONICS CORPORATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
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Pursuant to title 11 of the United States Code, 11 U.S.C. (S)(S) 101 et seq.,
Zenith Electronics Corporation, debtor and debtor-in-possession in the above-
captioned and numbered case, hereby respectfully proposes the following Amended
Prepackaged Plan of Reorganization under Chapter 11 of the Bankruptcy Code:
ARTICLE I.
DEFINED TERMS, RULES OF INTERPRETATION,
COMPUTATION OF TIME AND GOVERNING LAW
A. Rules of Interpretation, Computation of Time and Governing Law
1. For purposes of the Plan: (a) whenever from the context it is appropriate,
each term, whether stated in the singular or the plural, shall include both the
singular and the plural, and pronouns stated in the masculine, feminine or
neuter gender shall include the masculine, feminine and the neuter gender; (b)
any reference in the Plan to a contract, instrument, release, indenture or other
agreement or document being in a particular form or on particular terms and
conditions means that such document shall be substantially in such form or
substantially on such terms and conditions; (c) any reference in the Plan to an
existing document or exhibit Filed, or to be Filed, shall mean such document or
exhibit, as it may have been or may be amended, modified or supplemented; (d)
unless otherwise specified, all references in the Plan to Sections, Articles and
Exhibits are references to Sections, Articles and Exhibits of or to the Plan;
(e) the words ''herein'' and ''hereto'' refer to the Plan in its entirety rather
than to a particular portion of the Plan; (f) captions and headings to Articles
and Sections are inserted for convenience of reference only and are not intended
to be a part of or to affect the interpretation of the Plan; (g) the rules of
construction set forth in section 102 of the Bankruptcy Code shall apply; and
(h) any term used in capitalized form in the Plan that is not defined herein but
that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the
meaning assigned to such term in the Bankruptcy Code or the Bankruptcy Rules, as
the case may be.
2. In computing any period of time prescribed or allowed by the Plan, the
provisions of Bankruptcy Rule 9006(a) shall apply.
3. Except to the extent that the Bankruptcy Code or Bankruptcy Rules are
applicable, and subject to the provisions of any contract, instrument, release,
indenture or other agreement or document entered into in connection with the
Plan, the rights and obligations
<PAGE>
arising under the Plan shall be governed by, and construed and enforced in
accordance with, the laws of the State of in which the Bankruptcy Court resides,
without giving effect to the principles of conflict of laws thereof.
B. Defined Terms
Unless the context otherwise requires, the following terms shall have the
following meanings when used in capitalized form in the Plan:
1. "Administrative Claim" means a Claim for costs and expenses of
administration under section 503(b), 507(b) or 1114(e)(2) of the Bankruptcy
Code, including: (a) the actual and necessary costs and expenses incurred
after the Petition Date of preserving the Estate and operating the business of
the Debtor (such as wages, salaries or commissions for services and payments
for goods and other services and leased premises); (b) compensation for legal,
financial advisory, accounting and other services and reimbursement of
expenses awarded or allowed under section 330(a) or 331 of the Bankruptcy
Code; and (c) all fees and charges assessed against the Estate under chapter
123 of title 28 United States Code, 28 U.S.C. (S)(S) 1911-1930.
2. "Allowed" means, with respect to any Claim, except as otherwise
provided herein: (a) a Claim that has been scheduled by the Debtor in its
schedule of liabilities as other than disputed, contingent or unliquidated and
as to which the Debtor or other party in interest has not Filed an objection
by the Effective Date; (b) a Claim that either is not a Disputed Claim or has
been allowed by a Final Order; (c) a Claim that is allowed: (i) in any
stipulation of amount and nature of Claim executed prior to the Confirmation
Date and approved by the Bankruptcy Court; (ii) in any stipulation with the
Debtor of amount and nature of Claim executed on or after the Confirmation
Date; or (iii) in any contract, instrument, indenture or other agreement
entered into or assumed in connection with the Plan; (d) a Claim relating to a
rejected executory contract or unexpired lease that either (i) is not a
Disputed Claim or (ii) has been allowed by a Final Order, in either case only
if a proof of Claim has been Filed by the Bar Date or has otherwise been
deemed timely Filed under applicable law; or (e) a Claim that is allowed
pursuant to the terms of this Plan.
3. "Allowed . . . Claim" means an Allowed Claim in the particular Class
described.
4. "Amended Certificate of Incorporation" means the Certificate of
Incorporation of the Reorganized Debtor, as restated as described in Article
V.D.1 of the Plan, the form of which shall be Filed on or before the
Confirmation Date.
5. "Amended Citibank Credit Agreement" means that certain Amended and
Restated Credit Agreement dated June 29, 1998 among the Corporation, the
Lenders designated therein, Citibank, N.A., as Issuing Bank, and Citicorp
North America, Inc., as Agent for the Issuing Bank and the Lenders, together
with all related notes, certificates, security agreements, mortgages, pledges,
indemnities, collateral assignments,
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undertakings, guaranties, and other instruments and documents, as each may
have been amended or modified from time to time.
6. "Ballot Date" means the date stated in the Voting Instructions by
which all Ballots must be received.
7. "Ballots" mean the ballots accompanying the Disclosure Statement upon
which Holders of Impaired Claims shall indicate their acceptance or rejection
of the Plan in accordance with the Plan and the Voting Instructions.
8. "Bankruptcy Code" means title I of the Bankruptcy Reform Act of 1978,
as amended from time to time, as set forth in sections 101 et seq. of title 11
of the United States Code, and applicable portions of titles 18 and 28 of the
United States Code.
9. "Bankruptcy Court" means the United States District Court having
jurisdiction over the Prepackaged Chapter 11 Case and, to the extent of any
reference made pursuant to section 157 of title 28 of the United States Code
and/or the General Order of such District Court pursuant to section 151 of
title 28 of the United States Code, the bankruptcy unit of such District
Court.
10. "Bankruptcy Rules" means the Federal Rules of Bankruptcy Procedure,
as amended from time to time, as applicable to the Prepackaged Chapter 11
Case, promulgated under 28 U.S.C. (S) 2075 and the General, Local and Chambers
Rules of the Bankruptcy Court.
11. "Bar Date" means the Bar Date for Filing of proofs of claim with
respect to executory contracts and unexpired leases which are rejected
pursuant to this Plan or otherwise pursuant to section 365 of the Bankruptcy
Code.
12. "Beneficial Holder" means the Person or Entity holding the
beneficial interest in a Claim or Equity Interest.
13. "Business Day" means any day, other than a Saturday, Sunday or
"legal holiday" (as defined in Bankruptcy Rule 9006(a)).
14. "By-Laws" mean the By-Laws of the Reorganized Debtor, the form of
which shall be Filed on or before the Confirmation Date.
15. "Cash" means cash and cash equivalents.
16. "Causes of Action" mean all actions, causes of action, suits, debts,
dues, sums of money, accounts, reckonings, bonds, bills, specialities,
covenants, contracts, controversies, agreements, promises, variances,
trespasses, damages or judgments.
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17. "Citibank Secured Claims" means all Claims arising from or relating
to the Amended Citibank Credit Agreement.
18. "Citicorp Exit Facility" means that certain $150 million three-year
credit facility to be provided to the Reorganized Debtor pursuant to the terms
and conditions of the Citicorp Exit Facility Commitment.
19. "Citicorp Exit Facility Commitment" means that certain commitment
letter by and between the Debtor and Citicorp North America, Inc., a copy of
which is set forth as an exhibit to the Disclosure Statement.
20. "Claim" means a claim (as defined in section 101(5) of the
Bankruptcy Code) against the Debtor, including, but limited to: (a) any right
to payment from the Debtor whether or not such right is reduced to judgment,
liquidated, unliquidated, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured or unsecured; or (b) any right to an
equitable remedy for breach of performance if such performance gives rise to a
right of payment from the Debtor, whether or not such right to an equitable
remedy is reduced to judgment, fixed, contingent, matured, unmatured,
disputed, undisputed, secured or unsecured.
21. "Claim Holder" or "Claimant" means the Holder of a Claim.
22. "Class" means a category of Holders of Claims or Equity Interests as
set forth in Article III of the Plan.
23. "Committee" or "Committees" means a statutory official committee
(or committees, if more than one) appointed in the Prepackaged Chapter 11 Case
pursuant to section 1102 of the Bankruptcy Code, if any.
24. "Common Stock" means the authorized common stock of the Corporation.
25. "Confirmation" means the entry of the Confirmation Order, subject to
all conditions specified in Article IX.A of the Plan having been (i) satisfied
or (ii) waived pursuant to Article IX.C.
26. "Confirmation Date" means the date upon which the Confirmation Order
is entered by the Bankruptcy Court in its docket, within the meaning of
Bankruptcy Rules 5003 and 9021.
27. "Confirmation Order" means the order of the Bankruptcy Court
confirming the Plan pursuant to section 1129 of the Bankruptcy Code.
28. "Consummation" means the occurrence of the Effective Date.
29. "Corporation" means Zenith Electronics Corporation, a Delaware
corporation.
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30. "Creditor" means any Holder of a Claim.
31. "D&O Releasees" means all officers, directors, employees, attorneys,
financial advisors, accountants, investment bankers, agents and
representatives of the Debtor and its subsidiaries who served in such capacity
on or after January 1, 1998, in each case in their capacity as such.
32. "Debtor" means the Corporation, as debtor in the Prepackaged Chapter
11 Case.
33. "Debtor in Possession" means the Corporation, as debtor in
possession in the Prepackaged Chapter 11 Case.
34. "Delaware General Corporation Law" means title 8 of the Delaware
Code, as now in effect or hereafter amended.
35. "Disclosure Statement" means the Disclosure Statement and Proxy
Statement-Prospectus for the Solicitation of Votes for the Prepackaged Plan of
the Corporation dated July 15, 1999, as amended, supplemented, or modified
from time to time, describing the Plan, that is prepared and distributed in
accordance with sections 1125, 1126(b) and/or 1145 of the Bankruptcy Code and
Bankruptcy Rule 3018 and/or other applicable law.
36. "Debenture Releasees" means that certain ad hoc committee of Holders
of Old Subordinated Debentures composed of Loomis, Sayles & Company, L.P.,
Mariner Investment Group, and Caspian Capital Partners, L.L.P., and all
attorneys, financial advisors, accountants, investment bankers, agents and
representatives of such committee in such capacity.
37. "Debenture Releasees Lock-Up Agreement" means that certain
Forbearance, Lock-Up and Voting Agreement dated March 31, 1999 by and among
the Debtor, LGE and the members of the Debenture Releasees, a copy of which is
set forth as an exhibit to the Disclosure Statement.
38. "Disputed" means, with respect to any Claim or Equity Interest, any
Claim or Equity Interest: (a) listed on the Schedules as unliquidated,
disputed or contingent; or (b) as to which the Debtor or any other party in
interest have interposed a timely objection or request for estimation in
accordance with the Bankruptcy Code and the Bankruptcy Rules or is otherwise
disputed by the Debtor in accordance with applicable law, which objection,
request for estimation or dispute has not been withdrawn or determined by a
Final Order.
39. "Distribution Record Date" means the close of business on the
Business Day immediately preceding the Effective Date.
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<PAGE>
40. "Effective Date" means the date selected by the Corporation which is
a Business Day after the Confirmation Date on which: (a) no stay of the
Confirmation Order is in effect, and (b) all conditions specified in both
Article IX.A and IX.B of the Plan have been (i) satisfied or (ii) waived
pursuant to Article IX.C.
41. "Entity" means an entity as defined in section 101(15) of the
Bankruptcy Code.
42. "Equity Interest" means any equity interest of the Corporation,
including, but not limited to, all issued, unissued, authorized or outstanding
shares or stock (including the Common Stock), together with any warrants,
options or contract rights to purchase or acquire such interests at any time.
43. "Estate" means the estate of the Debtor created by section 541 of
the Bankruptcy Code upon the commencement of the Prepackaged Chapter 11 Case.
44. "File" or "Filed" means file or filed with the Bankruptcy Court in
the Prepackaged Chapter 11 Case.
45. "Final Decree" means the decree contemplated under Bankruptcy Rule
3022.
46. "Final Order" means an order or judgment of the Bankruptcy Court, or
other court of competent jurisdiction with respect to the subject matter,
which has not been reversed, stayed, modified or amended, and as to which the
time to appeal or seek certiorari has expired and no appeal or petition for
certiorari has been timely taken, or as to which any appeal that has been
taken or any petition for certiorari that has been or may be filed has been
resolved by the highest court to which the order or judgment was appealed or
from which certiorari was sought.
47. "General Unsecured Claim" means any Unsecured Claim that is not an
Old Subordinated Debenture Claim, LGE Tranche A Claim or LGE Tranche B Claim.
These claims include, but are not limited, to any accrued but unpaid interest
on the LGE Leveraged Lease Claims and the LGE Reimbursement Claims.
48. "Holder" means a Person or Entity holding an Equity Interest or
Claim, and with respect to a vote on the Plan, means the Beneficial Holder as
of the Voting Record Date or any authorized signatory who has completed and
executed a Ballot or on whose behalf a Master Ballot has been completed and
executed in accordance with the Voting Instructions.
49. "Impaired Claim" means a Claim classified in an Impaired Class.
50. "Impaired Class" means each of Classes 2, 5, 6 and 7 as set forth in
Article III of the Plan.
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51. "Investor Releasees" means LGE and LG Semicon Co., Ltd. and their
current and former parents, subsidiaries and affiliates and their respective
officers, directors, employees, attorneys, financial advisors, accountants,
investment bankers, agents and representatives, in each case in their capacity
as such.
52. "Leveraged Lease (Melrose Park)" means that certain Lease Agreement
dated as of March 26, 1997 by and among Fleet Bank as Owner Trustee for Zenith
Electronics Equipment Owner Trustee 1997-I, as Lessor, and the Corporation, as
Lessee, as supplemented by that certain Lease Supplement dated April 2, 1997
by and between Fleet Bank, as Lessor, and the Corporation, as Lessee, together
with all related notes, certificates, security agreements, mortgages, pledges,
indemnities, collateral assignments, undertakings, guaranties, and other
instruments and documents, as each may have been amended or modified from time
to time, including, but not limited to, that certain Participation Agreement
dated as of March 26, 1997 by and among the Corporation, as Lessee, General
Foods Credit Corporation, as Owner Participant, Fleet Bank, as Owner Trustee,
the Lenders designated therein, and First Security Bank, National Association,
as Indenture Trustee.
53. "Leveraged Lease (Mexico)" means that certain Lease Agreement dated
as of March 26, 1997 by and among Fleet Bank as Owner Trustee for Zenith
Electronics Equipment Owner Trustee 1997-II, as Lessor, and Zenith Electronics
Corporation of Texas, as Lessee, as supplemented by that certain Lease
Supplement dated April 2, 1997 by and between Fleet Bank, as Lessor, and
Zenith Electronics Corporation of Texas, as Lessee, together with all related
notes, certificates, security agreements, mortgages, pledges, indemnities,
collateral assignments, undertakings, guaranties, and other instruments and
documents, as each may have been amended or modified from time to time,
including, but not limited to, that certain Participation Agreement dated as
of March 26, 1997 by and among Zenith Electronics Corporation of Texas, as
Lessee, General Foods Credit Corporation, as Owner Participant, Fleet Bank, as
Owner Trustee, the Lenders designated therein, and First Security Bank,
National Association, as Indenture Trustee, and, that certain Parent Guaranty
dated March 26, 1997 by and among the Debtor, the Owner Trustee, and Owner
Participant, the Indenture Trustee and the Lenders.
54. "Leveraged Leases" means the Leveraged Lease (Melrose Park) and the
Leveraged Lease (Mexico).
55. "LGE" means LG Electronics Inc., a corporation organized under the
laws of the Republic of Korea.
56. "LGE Claims" means the LGE Tranche A Claims and the LGE Tranche B
Claims, to be restructured as provided in the Restructuring Agreement.
57. "LGE Demand Loan Claims" means any and all Claims of LGE against the
Debtor relating to that certain $45,000,000 Demand Note issued by the Debtor
to LGE
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on March 31, 1998, together with all related notes, certificates, security
agreements, mortgages, pledges, indemnities, collateral assignments,
undertakings, guaranties, and other instruments and documents, as each may
have been amended or modified from time to time.
58. "LGE Extended Payables Claims" means any and all Claims of LGE
against the Debtor arising under or relating to that certain vendor credit
line extended by LGE to the Debtor pursuant to that certain Financial Support
Agreement dated March 31, 1997 by and between the Debtor and LGE.
59. "LGE Guaranty Fee Claims" means any and all Claims of LGE against
the Debtor arising from or relating to any and all fees payable by the Debtor
to LGE on account of LGE issuing the LGE Bank Guarantee.
60. "LGE Leveraged Lease Claims" means any and all Claims of LGE against
the Debtor relating to the Leveraged Leases, including, but not limited to,
Claims relating to (a) that certain Guaranty dated as of March 26, 1997 from
LGE to the parties designated therein, relating to the Leveraged Lease
(Melrose Park), (b) that certain Guaranty dated as of March 26, 1997 from LGE
to the parties designated therein, relating to the Leveraged Lease (Mexico),
(c) those certain Guaranty Payment Agreements each dated as of July 17, 1998,
by and between LGE, the Indenture Trustee, the Lenders, the Owner Participant
and the Owner Trustee, as acknowledged and agreed to by the Debtor; but
excluding any accrued but unpaid interest related thereto.
61. "LGE New Credit Support" means, at the option of LGE and Debtor,
either (a) a line of credit to be made available to the Debtor by LGE on or
after the Effective Date, (b) a guarantee or other credit support to be
provided by LGE to a third-party lender to support credit provided by such
lender to the Debtor on or after the Effective Date, or (c) a combination of
both (a) and (b), in all cases in an aggregate amount not to exceed
$60,000,000, to be provided to the Debtor, if at all, on the terms and
conditions of the Restructuring Agreement.
62. "LGE Reimbursement Claims" means any and all claims of LGE against
the Debtor arising from or relating to the Reimbursement Agreement, other than
the LGE Guaranty Fee Claims; but excluding any accrued but unpaid interest
related thereto.
63. "LGE New Restructured Senior Note" means that certain new note in a
principal amount equal to the aggregate amount of the LGE Tranche A Claims
minus the amount of the LGE Leveraged Lease Claims exchanged for the Reynosa
Assets, bearing interest at LIBOR plus 6.5%, and maturing on November 1, 2009
to be issued to LGE on account of the LGE Tranche A Claims in Class 6, as
provided in the Restructuring Agreement, the form of which shall be Filed on
or before the Confirmation Date.
64. "LGE Technical Services Fee Claims" means any and all Claims of LGE
against the Debtor relating to servicing fees resulting from LGE's provision
of certain technical
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and other related services to the Debtor in connection with the Debtor's
research and development activities.
65. "LGE Tranche A Claims" means those Claims against the Debtor held by
LGE arising from or relating to (a) the LGE Leveraged Lease Claims, (b) the
LGE Technical Services Fee Claims, and (c) that portion of the LGE
Reimbursement Claims and the LGE Demand Loan Claims not classified as LGE
Tranche B Claims.
66. "LGE Tranche B Claims" means Claims against the Debtor equal to
$200,000,000 held by LGE arising from or relating to (a) the LGE Extended
Payables Claims (but not to exceed $140,000,000), (b) the LGE Reimbursement
Claims (but not to exceed $50,000,000), (c) the LGE Guaranty Fee Claims, and
(d) the LGE Demand Loan Claims in an amount sufficient when aggregated with
the Claims described in items (a) through (c) to equal $200,000,000.
67. "Master Ballots" mean the master ballots accompanying the Disclosure
Statement upon which Holders of Impaired Claims shall indicate the acceptance
or rejection of the Plan in accordance with the Voting Instructions.
68. "New Common Stock" means the 1000 shares of Common Stock of the
Reorganized Debtor, par value $0.01 per share, authorized pursuant to the
Amended Certificate of Incorporation.
69. "New Debentures" means those certain $50,000,000 of new 8.19% Senior
Debentures due November 1, 2009 issued by the Reorganized Debtor, offered to
the Holders of Allowed Claims in Class 5, the form of which shall be Filed on
or before the Confirmation Date.
70. "Nominee" means any Beneficial Holder whose securities were
registered or held of record in the name of his broker, dealer, commercial
bank, trust company, savings and loan or other nominee.
71. "Old Subordinated Debenture Claims" means all Claims arising from or
related to the Old Subordinated Debentures or the Old Subordinated Debenture
Indenture.
72. "Old Subordinated Debentures" mean the 6 1/4% Convertible
Subordinated Debentures due 2011, issued by the Corporation under the Old
Senior Subordinated Debenture Indenture.
73. "Old Subordinated Debenture Indenture" means the Indenture, dated as
of April 1, 1986 between the Corporation and State Street Bank & Trust
Company, as trustee, relating to the Old Subordinated Debentures.
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74. "Other Priority Claims" mean any Claim accorded priority in right of
payment under section 507(a) of the Bankruptcy Code, other than a Priority Tax
Claim or an Administrative Claim.
75. "Other Secured Claims" mean, collectively, all Secured Claims
against the Debtor held by any Person or Entity, other than Claims classified
in Class 2 or Class 6.
76. "Person" means a person as defined in section 101(41) of the
Bankruptcy Code.
77. "Petition Date" means the date on which the Debtor filed its
petition for relief commencing the Prepackaged Chapter 11 Case.
78. "Plan" or "Prepackaged Plan" means this Chapter 11 Prepackaged
Plan of Reorganization, either in its present form or as it may be altered,
amended, modified or supplemented from time to time in accordance with the
Plan, the Bankruptcy Code and the Bankruptcy Rules.
79. "Prepackaged Chapter 11 Case" means the case under chapter 11 of the
Bankruptcy Code, commenced by the Debtor in the Bankruptcy Court.
80. "Priority Tax Claim" means a Claim of a governmental unit of the
kind specified in section 507(a)(8) of the Bankruptcy Code.
81. "Pro Rata" means proportionately so that with respect to an Allowed
Claim, the ratio of (a) (i) the amount of property distributed on account of a
particular Allowed Claim to (ii) the amount of the Allowed Claim, is the same
as the ratio of (b) (i) the amount of property distributed on account of all
Allowed Claims of the Class in which the particular Allowed Claim is included
to (ii) the amount of all Allowed Claims in that Class.
82. "Professionals" means a Person or Entity (a) employed pursuant to a
Final Order in accordance with sections 327 and 1103 of the Bankruptcy Code
and to be compensated for services rendered prior to the Effective Date,
pursuant to sections 327, 328, 329, 330 and 331 of the Bankruptcy Code, or (b)
for which compensation and reimbursement has been allowed by the Bankruptcy
Court pursuant to section 503(b)(4) of the Bankruptcy Code.
83. "Reimbursement Agreement" means that certain Reimbursement Agreement
dated as of November 3, 1997 by and between the Debtor and LGE, together with
all related notes, certificates, security agreements, mortgages, pledges,
indemnities, collateral assignments, undertakings, guaranties, and other
instruments and documents, as each may have been amended or modified from time
to time, pursuant to which the Debtor agreed to reimburse LGE for amounts paid
pursuant to LGE's guarantees of certain financial accommodations provided to
the Debtor.
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84. "Reorganized Debtor" means the Debtor and the Debtor in Possession,
or any successor thereto, by merger, consolidation, or otherwise, on and after
the Effective Date.
85. "Restructuring Agreement" means that certain Amended and Restated
Restructuring Agreement dated as of June 14, 1999 by and between the Debtor
and LGE (as amended and supplemented from time to time), a copy of which is
set forth as an exhibit to the Disclosure Statement.
86. "Reynosa Assets" means that certain property, plant and equipment
owned by a subsidiary or subsidiaries of the Debtor located in Reynosa,
Tamaulipas, Mexico, as specifically set forth in the Restructuring Agreement.
87. "Reynosa Purchase Agreement" means that certain agreement, dated the
Effective Date, among LGE, Zenith Electronics Corporation of Texas and Partes
de Television de Reynosa, pursuant to which the Reynosa Assets will be
transferred to LGE or its affiliate, as specifically set forth in the
Restructuring Agreement.
88. "Schedules" mean the schedules of assets and liabilities, schedules
of executory contracts, and the statement of financial affairs as the
Bankruptcy Court requires the Debtor to file pursuant to section 521 of the
Bankruptcy Code, the Official Bankruptcy Forms and the Bankruptcy Rules, as
they may be amended and supplemented from time to time.
89. "Secured Claim" means (a) a Claim that is secured by a lien on
property in which the Estate has an interest, which lien is valid, perfected
and enforceable under applicable law or by reason of a Final Order, or that is
subject to setoff under section 553 of the Bankruptcy Code, to the extent of
the value of the Claim Holder's interest in the Estate's interest in such
property or to the extent of the amount subject to setoff, as applicable, as
determined pursuant to section 506(a) of the Bankruptcy Code, or (b) a Claim
Allowed under this Plan as a Secured Claim.
90. "Securities Act" means the Securities Act of 1933, 15 U.S.C.
sections 77a-77aa, as now in effect or hereafter amended.
91. "Unimpaired Claim" means an unimpaired Claim within the meaning of
section 1124 of the Bankruptcy Code.
92. "Unimpaired Class" means an unimpaired Class within the meaning of
section 1124 of the Bankruptcy Code.
93. "Unsecured Claim" means any Claim against the Debtor that is not a
Secured Claim, Administrative Claim, Priority Tax Claim or Other Priority
Claim.
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94. "Voting Instructions" mean the instructions for voting on the Plan
contained in the section of the Disclosure Statement entitled "SOLICITATION;
VOTING PROCEDURES" and in the Ballots and the Master Ballots.
95. "Voting Record Date" means June 30, 1999.
ARTICLE II.
ADMINISTRATIVE AND PRIORITY TAX CLAIMS
A. Administrative Claims
Subject to the provisions of section 330(a) and 331 of the Bankruptcy Code,
each Holder of an Allowed Administrative Claim will be paid the full unpaid
amount of such Allowed Administrative Claim in Cash on the Effective Date, or
upon such other terms as may be agreed upon by such Holder and the Reorganized
Debtor or otherwise upon order of the Bankruptcy Court; provided, however, that
Allowed Administrative Claims representing obligations incurred in the ordinary
course of business or otherwise assumed by the Debtor pursuant to the Plan will
be assumed on the Effective Date and paid or performed by the Reorganized Debtor
when due in accordance with the terms and conditions of the particular
agreements governing such obligations.
B. Priority Tax Claims
On the Effective Date, each Holder of a Priority Tax Claim due and payable
on or prior to the Effective Date shall be paid Cash in an amount equal to the
amount of such Allowed Claim, or shall be paid on account of its Allowed Claim
on such other terms as have been or may be agreed upon by such Holder and the
Debtor. The amount of any Priority Tax Claim that is not an Allowed Claim or
that is not otherwise due and payable on or prior to the Effective Date, and the
rights of the Holder of such Claim, if any, to payment in respect thereof shall
(i) be determined in the manner in which the amount of such Claim and the rights
of the Holder of such Claim would have been resolved or adjudicated if the
Prepackaged Chapter 11 Case had not been commenced, (ii) survive the Effective
Date and Consummation of the Plan as if the Prepackaged Chapter 11 Case had not
been commenced, and (iii) not be discharged pursuant to section 1141 of the
Bankruptcy Code. In accordance with section 1124 of the Bankruptcy Code, the
Plan shall leave unaltered the legal, equitable, and contractual rights of each
Holder of a Priority Tax Claim.
ARTICLE III.
CLASSIFICATION AND TREATMENT
OF CLASSIFIED CLAIMS AND EQUITY INTERESTS
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A. Summary
The categories of Claims and Equity Interests listed below classify Claims
and Equity Interests for all purposes, including voting, confirmation and
distribution pursuant to the Plan and pursuant to sections 1122 and 1123(a)(1)
of the Bankruptcy Code. A Claim or Equity Interest shall be deemed classified in
a particular Class only to the extent that the Claim or Equity Interest
qualifies within the description of that Class and shall be deemed classified in
a different Class to the extent that any remainder of such Claim or Equity
Interest qualifies within the description of such different Class. A Claim or
Equity Interest is in a particular Class only to the extent that such Claim or
Equity Interest is Allowed in that Class and has not been paid or otherwise
settled prior to the Effective Date.
The classification of Claims and Equity Interests pursuant to this Plan is
as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
Class Status Voting Rights
Class 1--Other Priority Claims Unimpaired --not entitled to vote
Class 2--Citibank Secured Claims Impaired --entitled to vote
Class 3--Other Secured Claims Unimpaired --not entitled to vote
Class 4--General Unsecured Claims Unimpaired --not entitled to vote
Class 5--Old Subordinated Debenture Impaired --entitled to vote
Claims
Class 6--LGE Claims: Impaired --entitled to vote
LGE Tranche A Claims
LGE Tranche B Claims
Class 7--Equity Interests Impaired --not entitled to vote
</TABLE>
B. Classification and Treatment
1. Class 1--Other Priority Claims
(a) Classification: Class 1 consists of all Other Priority Claims.
(b) Treatment: The legal, equitable and contractual rights of the
Holders of Class 1 Claims are unaltered by the Plan. Unless the Holder of
such Claim and the Debtor agree to a different treatment, each Holder of an
Allowed Class 1 Claim shall receive one of the following alternative
treatments, at the election of the Debtor:
(i) to the extent then due and owing on the Effective Date, such
Claim will be paid in full in Cash by the Reorganized Debtor;
(ii) to the extent not due and owing on the Effective Date, such
Claim (A) will be paid in full in Cash by the Reorganized Debtor, or
(B) will be paid in full in Cash by the Reorganized Debtor when and as
such Claim becomes due and owing in the ordinary course of business;
or
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(iii) such Claim will be otherwise treated in any other manner so
that such Claims shall otherwise be rendered unimpaired pursuant to section
1124 of the Bankruptcy Code.
Any default with respect to any Class 1 Claim that existed immediately prior to
the filing of the Prepackaged Chapter 11 Case shall be deemed cured upon the
Effective Date.
(c) Voting: Class 1 is not impaired and the Holders of Class 1 Claims are
conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the
Bankruptcy Code. Therefore, the Holders of Claims in Class 1 are not entitled to
vote to accept or reject the Plan.
2. Class 2--Citibank Secured Claims
(a) Classification: Class 2 consists of the Citibank Secured Claims.
(b) Treatment: On or prior to the Effective Date, each Holder of a
Citibank Secured Claim must File and serve upon the Debtor a written election
designating whether or not such Holder will be a lender under the Citicorp Exit
Facility. If such Holder elects to be a lender under the Citicorp Exit Facility,
the Allowed Class 2 Claim of such Holder shall be treated as provided in the
Citicorp Exit Facility Commitment. If such Holder elects not to be a lender
under the Citicorp Exit Facility, on the Effective Date, unless such Holder and
the Debtor agree to a different treatment, the Allowed Class 2 Claim of such
Holder (i) will be paid in full in cash by the Reorganized Debtor or (ii) will
otherwise be treated in any manner so that such Allowed Class 2 Claim shall
otherwise be unimpaired within the meaning of section 1124 of the Bankruptcy
Code. The failure of a Holder of a Citibank Secured Claim to File and serve a
written election as provided herein shall not modify or otherwise affect any
existing contractual agreement or commitment of such Holder to be a lender under
the Citicorp Exit Facility.
(c) Voting: Class 2 is impaired and the Holders of Class 2 Claims are
entitled to vote to accept or reject the Plan.
3. Class 3--Other Secured Claims
(a) Classification: Class 3 consists of the Other Secured Claims.
(b) Treatment: The legal, equitable and contractual rights of the Holders
of Class 3 Claims are unaltered by the Plan. Unless the Holder of such Claim and
the Debtor agree to a different treatment, each Holder of an Allowed Class 3
Claim shall receive one of the following alternative treatments, at the election
of the Debtor:
(i) the legal, equitable and contractual rights to which such Claim
entitles the Holder thereof shall be unaltered by the Plan;
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(ii) the Debtor shall surrender all collateral securing such Claim to
the Holder thereof, without representation or warranty by or recourse
against the Debtor or the Reorganized Debtor; or
(iii) such Claim will be otherwise treated in any other manner so that
such Claims shall otherwise be rendered unimpaired pursuant to section 1124
of the Bankruptcy Code.
Any default with respect to any Class 3 Claim that existed immediately prior to
the filing of the Prepackaged Chapter 11 Case shall be deemed cured upon the
Effective Date.
(c) Voting: Class 3 is not impaired and the Holders of Class 3 Claims are
conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the
Bankruptcy Code. Therefore, the Holders of Claims in Class 3 are not entitled to
vote to accept or reject the Plan.
5. Class 4--General Unsecured Claims
(a) Classification: Class 4 consists of the Claims of Holders of General
Unsecured Claims.
(b) Treatment: The legal, equitable and contractual rights of the Holders
of Class 4 Claims are unaltered by the Plan. Unless the Holder of such Claim and
the Debtor agree to a different treatment, each Holder of an Allowed Class 4
Claim shall receive one of the following alternative treatments, at the election
of the Debtor:
(i) to the extent then due and owing on the Effective Date, such
Claim will be paid in full in Cash by the Reorganized Debtor;
(ii) to the extent not due and owing on the Effective Date, such
Claim (A) will be paid in full in Cash by the Reorganized Debtor, or (B)
will be paid in full in Cash by the Reorganized Debtor when and as such
Claim becomes due and owing in the ordinary course of business; or
(iii) such Claim will be otherwise treated in any other manner so
that such Claims shall otherwise be rendered unimpaired pursuant to section
1124 of the Bankruptcy Code.
Any default with respect to any Class 4 Claim that existed immediately prior to
the filing of the Prepackaged Chapter 11 Case shall be deemed cured upon the
Effective Date.
(c) Voting: Class 4 is not impaired and the Holders of Class 4 Claims are
conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the
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Bankruptcy Code. Therefore, the Holders of Claims in Class 4 are not entitled to
vote to accept or reject the Plan.
6. Class 5--Old Subordinated Debenture Claims
(a) Classification: Class 5 consists of the Claims of Holders of Old
Subordinated Debentures.
(b) Treatment: If Class 5 accepts the Plan, on or as soon as practicable
after the Effective Date, each Holder of an Allowed Old Subordinated Debenture
Claim shall receive, in full and final satisfaction of such Claim, a pro rata
distribution of the New Debentures; provided, however, if Class 5 rejects the
Plan, the Holders of Old Subordinated Debentures will not receive or retain any
property on account of their Old Subordinated Debentures.
(c) Voting: Class 5 is impaired and the Holders of Allowed Class 5 Claims
are entitled to vote to accept or reject the Plan.
7. Class 6--LGE Claims
(a) Classification: Class 6 consists of the LGE Claims (but excluding any
other Claim or any Equity Interests held by LGE).
(b) Treatment:
(i) LGE Tranche A Claims--On the Effective Date, or as soon
thereafter as practicable, LGE shall receive (A) the LGE New Restructured
Senior Note, and (B) the Reynosa Assets, in full and complete satisfaction
of the Allowed LGE Tranche A Claims. In connection with the delivery of the
Reynosa Assets, on or before the Effective Date, the Reorganized Debtor
shall cause its subsidiaries, Zenith Electronics Corporation of Texas and
Partes de Television de Reynosa, to enter into the Reynosa Purchase
Agreement.
(ii) LGE Tranche B Claims--On the Effective Date, or as soon
thereafter as practicable, LGE shall receive 100% of the New Common Stock,
in full and complete satisfaction of the Allowed LGE Tranche B Claims.
(c) Voting: Class 6 is impaired and the Holder of the Allowed Class 6
Claims is entitled to vote to accept or reject the Plan.
8. Class 7--Equity Interests
(a) Classification: Class 7 consists of all Equity Interests.
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(b) Treatment: On the Effective Date, the Holders of Equity Interests
shall neither receive any distributions nor retain any property under the
Plan. All Common Stock issued before the Petition Date will be canceled.
(c) Voting: Class 7 is impaired, but because no distributions will be
made to Holders of Class 7 Equity Interests nor will such Holders retain
any property, such Holders are deemed to reject the Plan pursuant to
section 1126(g) of the Bankruptcy Code. Class 7 is not entitled to vote to
accept or reject the Plan.
C. Special Provision Governing Unimpaired Claims
Except as otherwise provided in the Plan, including as provided in
Article X, nothing under the Plan shall affect the Debtor's or the Reorganized
Debtor's rights in respect of any Unimpaired Claims, including, but not limited
to, all rights in respect of legal and equitable defenses to or setoffs or
recoupments against such Unimpaired Claims.
ARTICLE IV.
ACCEPTANCE OR REJECTION OF THE PLAN
A. Voting Classes
Each Holder of an Allowed Claim in Classes 2, 5, and 6 shall be entitled to
vote to accept or reject the Plan.
B. Acceptance by Impaired Classes
An Impaired Class of Claims shall have accepted the Plan if (a) the Holders
(other than any Holder designated under section 1126(e) of the Bankruptcy Code)
of at least two-thirds in amount of the Allowed Claims actually voting in such
Class have voted to accept the Plan and (b) the Holders (other than any Holder
designated under section 1126(e) of the Bankruptcy Code) of more than one-half
in number of the Allowed Claims actually voting in such Class have voted to
accept the Plan.
C. Presumed Acceptance of Plan
Classes 1, 3, and 4 are unimpaired under the Plan, and, therefore,
conclusively are presumed to have accepted the Plan pursuant to section 1126(f)
of the Bankruptcy Code.
D. Presumed Rejection of Plan
Class 7 is impaired and shall receive no distributions, and, therefore, is
presumed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy
Code.
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E. Non-Consensual Confirmation
The Debtor will seek Confirmation of the Plan under section 1129(b) of the
Bankruptcy Code, to the extent applicable, in view of the deemed rejection by
Class 7. In the event that any Impaired Class of Claims shall fail to accept the
Plan in accordance with section 1129(a)(8) of the Bankruptcy Code, the Debtor
reserves the right (a) to request that the Bankruptcy Court confirm the Plan in
accordance with section 1129(b) of the Bankruptcy Code and/or (b) to modify the
Plan in accordance with Article XII.D of the Plan. In addition, as set forth in
Article III.B.6(b), if Class 5 rejects the Plan, the Holders of Old Subordinated
Debentures will not receive or retain any property on account of their Old
Subordinated Debentures.
ARTICLE V.
MEANS FOR IMPLEMENTATION OF THE PLAN
A. Continued Corporate Existence and Vesting of Assets in the Reorganized
Debtor
The Debtor shall, as a Reorganized Debtor, continue to exist after the
Effective Date as a separate corporate entity, with all the powers of a
corporation under the laws of the State of Delaware and without prejudice to any
right to alter or terminate such existence (whether by merger or otherwise)
under such applicable state law. Except as otherwise provided in the Plan, the
Restructuring Agreement, the LGE New Restructured Senior Note, the New
Debentures, or any agreement, instrument or indenture relating thereto, on or
after the Effective Date, all property of the Estate, and any property acquired
by the Debtor or the Reorganized Debtor under the Plan, shall vest in the
Reorganized Debtor, free and clear of all Claims, liens, charges, or other
encumbrances and Equity Interests. On and after the Effective Date, the
Reorganized Debtor may operate its business and may use, acquire or dispose of
property and compromise or settle any Claims or Equity Interests, without
supervision or approval by the Bankruptcy Court and free of any restrictions of
the Bankruptcy Code or Bankruptcy Rules, other than those restrictions expressly
imposed by the Plan and the Confirmation Order. In accordance with section
1109(b) of the Bankruptcy Code, nothing in this Article V shall preclude any
party in interest from appearing and being heard on any issue in the Prepackaged
Chapter 11 Case.
B. Cancellation of Notes, Instruments, Debentures, Common Stock and Stock
Options
On the Effective Date, except to the extent provided otherwise in the Plan,
(i) all notes, instruments, certificates, and other documents evidencing the
Citibank Secured Claims, LGE Claims and Other Secured Claims, (ii) the Old
Subordinated Debentures and (iii) all Equity Interests, including all Common
Stock, shall be canceled and deemed terminated. On the Effective Date, except to
the extent provided otherwise in the Plan, any indenture relating to any of the
foregoing, including, without limitation, the Old Subordinated Debenture
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Indenture, shall be deemed to be canceled, as permitted by section 1123(a)(5)(F)
of the Bankruptcy Code.
C. Issuance of New Securities; Execution of Related Documents
On the Effective Date, the Reorganized Debtor shall issue all securities,
notes instruments, certificates, and other documents required to be issued
pursuant to the Plan, including, without limitation, the LGE New Restructured
Senior Note, the New Debentures, and the New Common Stock, each of which shall
be distributed as provided in the Plan. The Reorganized Debtor shall execute and
deliver such other agreements, documents and instruments as are required to be
executed pursuant to the terms of the Plan or the Restructuring Agreement.
D. Corporate Governance, Directors and Officers, and Corporate Action
1. Amended Certificate of Incorporation
On the Effective Date, the Reorganized Debtor will file its Amended
Certificate of Incorporation with the Secretary of the State of Delaware in
accordance with sections 102 and 103 of the Delaware General Corporation Law.
The Amended Certificate of Incorporation will, among other things, prohibit the
issuance of nonvoting equity securities to the extent required by section
1123(a) of the Bankruptcy Code, change the number of authorized shares of New
Common Stock to 1,000, change the par value of the New Common Stock to $0.01 and
eliminate the authorization of preferred stock. After the Effective Date, the
Reorganized Debtor may amend and restate its Amended Certificate of
Incorporation and other constituent documents as permitted by the Delaware
General Corporation Law.
2. Directors and Officers of the Reorganized Debtor
Subject to any requirement of Bankruptcy Court approval pursuant to section
1129(a)(5) of the Bankruptcy Code, as of the Effective Date, the initial
officers of the Reorganized Debtor shall be the officers of the Debtor
immediately prior to the Effective Date. On the Effective Date, LGE will be the
sole shareholder of the Reorganized Debtor, and will have the right to determine
the composition of the board of directors of the Reorganized Debtor. Pursuant to
section 1129(a)(5), the Debtor will disclose, on or prior to the Confirmation
Date, identity and affiliations of any Person proposed to serve on the initial
board of directors of the Reorganized Debtor, and, to the extent such Person is
an Insider, the nature of any compensation for such Person. The classification
and composition of the board of directors shall be consistent with the Amended
Certificate of Incorporation. Each such director and officer shall serve from
and after the Effective Date pursuant to the terms of the Amended Certificate of
Incorporation, other constituent documents and the Delaware General Corporation
Law.
3. Corporate Action
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On the Effective Date, the adoption of the Amended Certificate of
Incorporation or similar constituent documents, the amendment of the By-laws,
the selection of directors and officers for the Reorganized Debtor, and all
actions contemplated by the Plan and the Restructuring Agreement shall be
authorized and approved in all respects (subject to the provisions of the Plan).
All matters provided for in the Plan and the Restructuring Agreement involving
the corporate structure of the Debtor or the Reorganized Debtor, and any
corporate action required by the Debtor or the Reorganized Debtor in connection
with the Plan, shall be deemed to have occurred and shall be in effect, without
any requirement of further action by the security holders or directors of the
Debtor or the Reorganized Debtor. On the Effective Date, the appropriate
officers of the Reorganized Debtor and members of the board of directors of the
Reorganized Debtor are authorized and directed to issue, execute and deliver the
agreements, documents, securities and instruments contemplated by the Plan in
the name of and on behalf of the Reorganized Debtor.
E. LGE New Credit Support
On or after the Effective Date, pursuant to the terms and conditions of the
Restructuring Agreement, LGE will provide the Debtor with the LGE New Credit
Support.
F. Sources of Cash for Plan Distribution
All Cash necessary for the Reorganized Debtor to make payments pursuant to
the Plan shall be obtained from existing Cash balances, the operations of the
Debtor or Reorganized Debtor, or post-confirmation borrowing under other
available facilities of the Debtor or Reorganized Debtor, including, without
limitation, to the extent available, the Citicorp Exit Facility and the LGE New
Credit Support. The Reorganized Debtor may also make such payments using Cash
received from its subsidiaries through the Reorganized Debtor's consolidated
cash management system and from advances or dividends from such subsidiaries in
the ordinary course.
ARTICLE VI.
TREATMENT OF EXECUTORY CONTRACTS
AND UNEXPIRED LEASES
A. Assumption of Executory Contracts and Unexpired Leases
Immediately prior to the Effective Date, all executory contracts or
unexpired leases of the Reorganized Debtor will be deemed assumed in accordance
with the provisions and requirements of sections 365 and 1123 of the Bankruptcy
Code except those executory contracts and unexpired leases that (1) have been
rejected by order of the Bankruptcy Court, (2) are the subject of a motion to
reject pending on the Effective Date, (3) are identified on a list to be filed
with the Bankruptcy Court on or before the Confirmation Date, as to be
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rejected, or (4) are rejected pursuant to the terms of the Plan. Entry of the
Confirmation Order by the Bankruptcy Court shall constitute approval of such
assumptions and rejections pursuant to sections 365(a) and 1123 of the
Bankruptcy Code.
Notwithstanding anything to the contrary contained herein, on the Effective
Date, the Leveraged Leases shall be deemed rejected pursuant to section 365(a)
of the Bankruptcy Code. Any Claim arising from such rejection, including, but
not limited to, those Claims arising under section 502 of the Bankruptcy Code,
but excluding any accrued but unpaid interest related thereto, shall be part of
and are included in the LGE Leveraged Lease Claims. Other than on account of the
LGE Leveraged Lease Claims, LGE shall not receive any property or distribution
arising from or related to such rejection. Except as provided in the
Restructuring Agreement, on the Effective Date, all property that is the subject
of the Leveraged Leases shall be vested in the Reorganized Debtor free and clear
of all liens, claims and encumbrances.
Notwithstanding anything to the contrary contained herein, on the Effective
Date, the Debtor shall be deemed to have assumed, pursuant to sections 365 and
1123 of the Bankruptcy Code, the Prepetition Committee Lock-Up Agreement,
including the Debtor's indemnification obligations to each of the Debenture
Releasees contained therein, and the Debtor's agreements with Bingham Dana LLP
and Crossroads Capital Partners to pay professional fees incurred by the Holders
of Old Subordinated Debentures who are Debenture Releasees.
B. Claims Based on Rejection of Executory Contracts or Unexpired Leases
All proofs of claim with respect to Claims (other than LGE Leveraged Lease
Claims) arising from the rejection of executory contracts or unexpired leases,
if any, must be Filed with the Bankruptcy Court within sixty (60) days after the
date of entry of an order of the Bankruptcy Court approving such rejection. Any
Claims (other than LGE Leveraged Lease Claims) arising from the rejection of an
executory contract or unexpired lease not Filed within such times will be
forever barred from assertion against the Debtor or Reorganized Debtor, its
estate and property unless otherwise ordered by the Bankruptcy Court or provided
in this Plan. All such Claims for which proofs of claim are required to be
Filed will be, and will be treated as, General Unsecured Claims subject to the
provisions of Article VIII hereof.
C. Cure of Defaults for Executory Contracts and Unexpired Leases Assumed
Any monetary amounts by which each executory contract and unexpired lease to
be assumed pursuant to the Plan is in default shall be satisfied, pursuant to
section 365(b)(1) of the Bankruptcy Code, by payment of the default amount in
Cash on the Effective Date or on such other terms as the parties to such
executory contracts or unexpired leases may otherwise agree. In the event of a
dispute regarding: (1) the amount of any cure payments, (2) the ability of the
Reorganized Debtor or any assignee to provide ''adequate assurance of future
performance'' (within the meaning of section 365 of the Bankruptcy Code) under
the contract
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or lease to be assumed, or (3) any other matter pertaining to assumption, the
cure payments required by section 365(b)(1) of the Bankruptcy Code shall be made
following the entry of a Final Order resolving the dispute and approving the
assumption.
D. Indemnification of Directors, Officers and Employees
The obligations of the Debtor to indemnify any Person or Entity serving at
any time on or prior to the Effective Date as one of its directors, officers or
employees by reason of such Person's or Entity's service in such capacity, or as
a director, officer or employee of any other corporation or legal entity, to the
extent provided in the Debtor's constituent documents or by a written agreement
with the Debtor or the Delaware General Corporation Law, shall be deemed and
treated as executory contracts that are assumed by the Debtor pursuant to the
Plan and section 365 of the Bankruptcy Code as of the Effective Date.
Accordingly, such indemnification obligations shall be treated as General
Unsecured Claims, and shall survive unimpaired and unaffected by entry of the
Confirmation Order, irrespective of whether such indemnification is owed for an
act or event occurring before or after the Petition Date.
E. Compensation and Benefit Programs
Except as otherwise expressly provided hereunder, all employment and
severance policies, and all compensation and benefit plans, policies, and
programs of the Debtor applicable to its employees, retirees and non-employee
directors and the employees and retirees of its subsidiaries, including, without
limitation, all savings plans, retirement plans, health care plans, disability
plans, severance benefit plans, incentive plans, and life, accidental death, and
dismemberment insurance plans are treated as executory contracts under the Plan
and on the Effective Date will be assumed pursuant to the provisions of sections
365 and 1123 of the Bankruptcy Code.
ARTICLE VII.
PROVISIONS GOVERNING DISTRIBUTIONS
A. Distributions for Claims Allowed as of the Effective Date
1. Except as otherwise provided in this Article VII or as may be ordered by
the Bankruptcy Court, distributions to be made on the Effective Date on account
of Claims that are allowed as of the Effective Date and are entitled to receive
distributions under the Plan shall be made on the Effective Date. Distributions
on account of Claims that become Allowed Claims after the Effective Date shall
be made pursuant to Articles VII.C and VIII.C below.
2. For purposes of determining the accrual of interest or rights in respect
of any other payment from and after the Effective Date, the LGE New Restructured
Senior Note, the New Debentures, and the New Common Stock to be issued under the
Plan shall be deemed issued as of the Effective Date regardless of the date on
which they are actually dated, authenticated or distributed; provided, however,
that the Reorganized Debtor shall withhold any actual
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payment until such distribution is made and no interest shall accrue or
otherwise be payable on any such withheld amounts.
B. Distributions by the Reorganized Debtor; Distributions with Respect to Debt
Securities
The Reorganized Debtor shall make all distributions required under the Plan.
Notwithstanding the provisions of Article V.B above regarding the cancellation
of the Old Subordinated Debenture Indenture, the Old Subordinated Debenture
Indenture shall continue in effect to the extent necessary to allow the
Reorganized Debtor to receive and make distributions pursuant to the Plan on
account of the Old Subordinated Debentures. Each indenture trustee providing
services related to distributions to the Holders of Allowed Old Subordinated
Debenture Claims shall receive, from the Reorganized Debtor, with such approval
as the Bankruptcy Court may require, reasonable compensation for such services
and reimbursement of reasonable out-of-pocket expenses incurred in connection
with such services. These payments shall be made on terms agreed to with the
Reorganized Debtor.
C. Delivery and Distributions and Undeliverable or Unclaimed Distributions
1. Delivery of Distributions in General
Distributions to Holders of Allowed Claims shall be made at the address of
the Holder of such Claim as indicated on records of the Debtor. Except as
otherwise provided by the Plan or the Bankruptcy Code with respect to
undeliverable distributions, distributions to Holders of Citibank Secured
Claims, LGE Claims, and Old Subordinated Debenture Claims shall be made in
accordance with the provisions of the applicable indenture, participation
agreement, loan agreement or analogous instrument or agreement, and
distributions will be made to Holders of record as of the Distribution Record
Date.
2. Undeliverable Distributions
(a) Holding of Undeliverable Distributions. If any Allowed Claim Holder's
distribution is returned to Reorganized Debtor as undeliverable, no further
distributions shall be made to such Holder unless and until the Reorganized
Debtor is notified in writing of such Holder's then-current address.
Undeliverable distributions shall remain in the possession of the Reorganized
Debtor pursuant to this Article VII.C until such time as a distribution becomes
deliverable. Undeliverable cash (including interest and maturities on the New
Debentures) shall not be entitled to any interest, dividends or other accruals
of any kind.
(b) After Distributions Become Deliverable. Within 20 days after the end of
each calendar quarter following the Effective Date, the Reorganized Debtor shall
make all distributions that become deliverable during the preceding calendar
quarter.
(c) Failure to Claim Undeliverable Distributions. The Company will file with
the Bankruptcy Court, from time to time, a listing of the Holders of unclaimed
distributions. This list will be maintained until the entry of an order and/or
final decree concluding the
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Prepackaged Chapter 11 Case. Any Holder of an Allowed Claim that does not assert
a Claim pursuant to the Plan for an undeliverable distribution within five years
after the Effective Date shall have its Claim for such undeliverable
distribution discharged and shall be forever barred from asserting any such
Claim against the Reorganized Debtor or its property. In such cases: (i) any
Cash held for distribution on account of such Claims shall be property of the
Reorganized Debtor, free of any restrictions thereon; and (ii) any New
Debentures held for distribution on account of such Claims shall be canceled and
of no further force or effect. Nothing contained in the Plan shall require the
Reorganized Debtor to attempt to locate any Holder of an Allowed Claim.
(d) Compliance with Tax Requirements. In connection with the Plan, to the
extent applicable, the Reorganized Debtor shall comply with all tax withholding
and reporting requirements imposed on it by any governmental unit, and all
distributions pursuant to the Plan shall be subject to such withholding and
reporting requirements.
D. Distribution Record Date
As of the close of business on the Distribution Record Date, the transfer
register for the Old Subordinated Debentures as maintained by the Debtor, the
trustee of the Old Subordinated Debenture Indenture, or their respective agents,
shall be closed and the transfer of Old Subordinated Debentures, or any interest
therein, will be prohibited. Moreover, the Reorganized Debtor shall have no
obligation to recognize the transfer of any Old Subordinated Debentures
occurring after the Distribution Record Date, and shall be entitled for all
purposes herein to recognize and deal only with those Holders of record as of
the close of business on the Distribution Record Date.
E. Timing and Calculation of Amounts to be Distributed
On the Effective Date, each Holder of an Allowed Claim against the Debtor
shall receive the full amount of the distributions that the Plan provides for
Allowed Claims in the applicable Class. Beginning on the date that is 20
calendar days after the end of the calendar quarter following the Effective Date
and 20 calendar days after the end of each calendar quarter thereafter,
distributions shall also be made, pursuant to Article VIII.C below, to Holders
of Disputed Claims in any such Class whose Claims were allowed during the
preceding calendar quarter. Such quarterly distributions shall also be in the
full amount that the Plan provides for Allowed Claims in the applicable Class.
F. Minimum Distribution
The New Debentures will be issued in denominations of $1,000 and integral
multiples thereof. No New Debenture will be issued in a denomination of less
than $1,000. In the event a Holder of an Allowed Class 5 Claim is entitled to
distribution of New Debentures that is not an integral multiple of $1,000, such
distribution shall be aggregated by the Company (or its agent), and as soon as
practicable after the Effective Date, such interests shall be sold
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by the Company (or its agent) in a commercially reasonable manner and, upon the
completion of such sale, the net proceeds thereof shall be distributed (without
interest) pro rata to the Holders of Allowed Class 5 Claims based upon the
fraction of New Debentures each such Holder would have been entitled to receive
or deemed to hold had the Company issued New Debentures in integral multiples
smaller than $1,000, such distribution being in lieu of any other distribution
thereon.
G. Setoffs
The Reorganized Debtor may, pursuant to section 553 of the Bankruptcy Code
or applicable non-bankruptcy law, set off against any Allowed Claim and the
distributions to be made pursuant to the Plan on account of such Claim (before
any distribution is made on account of such Claim), the claims, rights and
causes of action of any nature that the Debtor or Reorganized Debtor may hold
against the Holder of such Allowed Claim; provided, however, that neither the
failure to effect such a setoff nor the allowance of any Claim hereunder shall
constitute a waiver or release by the Debtor or Reorganized Debtor of any such
claims, rights and causes of action that the Debtor or Reorganized Debtor may
possess against such Holder.
H. Surrender of Canceled Instruments or Securities
As a condition precedent to receiving any distribution pursuant to the Plan
on account of an Allowed Claim evidenced by the instruments, securities or other
documentation canceled pursuant to Article V.B above, the Holder of such Claim
shall tender the applicable instruments, securities or other documentation
evidencing such Claim to the Reorganized Debtor. Any New Debentures or New
Common Stock to be distributed pursuant to the Plan on account of any such Claim
shall, pending such surrender, be treated as an undeliverable distribution
pursuant to Article VII.C above.
1. Notes and Debentures
Each Holder of an Old Subordinated Debenture Claim shall tender its Old
Subordinated Debenture relating to such Claim to the Reorganized Debtor in
accordance with written instructions to be provided to such Holders by the
Reorganized Debtor as promptly as practicable following the Effective Date.
Such instructions shall specify that delivery of such Old Subordinated Debenture
will be effected, and risk of loss and title thereto will pass, only upon the
proper delivery of such Old Subordinated Debentures with a letter of transmittal
in accordance with such instructions. All surrendered Old Subordinated
Debentures shall be marked as canceled.
2. Failure to Surrender Canceled Instruments
Any Holder of Old Subordinated Debentures that fails to surrender or is
deemed to have failed to surrender the applicable Old Subordinated Debentures
required to be tendered hereunder within five years after the Effective Date
shall have its Claim for a distribution
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pursuant to the Plan on account of such Old Subordinated Debenture discharged
and shall be forever barred from asserting any such Claim against the
Reorganized Debtor or its respective property. In such cases, any New Debentures
held for distribution on account of such Claim shall be disposed of pursuant to
the provisions set forth above in Article VII.C.
I. Lost, Stolen, Mutilated or Destroyed Debt Securities
In addition to any requirements under the Old Subordinated Debenture
Indenture, or any related agreement, any Holder of a Claim evidenced by an Old
Subordinated Debenture that has been lost, stolen, mutilated or destroyed shall,
in lieu of surrendering such Old Subordinated Debenture, deliver to the
Reorganized Debtor: (1) evidence satisfactory to the Reorganized Debtor of the
loss, theft, mutilation or destruction; and (2) such security or indemnity as
may be required by the Reorganized Debtor to hold the Reorganized Debtor
harmless from any damages, liabilities or costs incurred in treating such
individual as a Holder of an Allowed Claim. Upon compliance with this Article
VII.I by a Holder of a Claim evidenced by an Old Subordinated Debenture, such
Holder shall, for all purposes under the Plan, be deemed to have surrendered
such note or debenture.
ARTICLE VIII.
PROCEDURES FOR RESOLVING DISPUTED CLAIMS
A. Prosecution of Objections to Claims
After the Confirmation Date, the Debtor and the Reorganized Debtor shall
have the exclusive authority to File objections, settle, compromise, withdraw or
litigate to judgment objections to Claims. From and after the Confirmation Date,
the Debtor and the Reorganized Debtor may settle or compromise any Disputed
Claim without approval of the Bankruptcy Court.
B. Estimation of Claims
The Debtor or the Reorganized Debtor may, at any time, request that the
Bankruptcy Court estimate any contingent or unliquidated Claim pursuant to
section 502(c) of the Bankruptcy Code regardless of whether the Debtor or the
Reorganized Debtor has previously objected to such Claim or whether the
Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court will
retain jurisdiction to estimate any Claim at any time during litigation
concerning any objection to any Claim, including during the pendency of any
appeal relating to any such objection. In the event that the Bankruptcy Court
estimates any contingent or unliquidated Claim, that estimated amount will
constitute either the allowed amount of such Claim or a maximum limitation on
such Claim, as determined by the Bankruptcy Court. If the estimated amount
constitutes a maximum limitation on such Claim, the Debtor or Reorganized Debtor
may elect to pursue any supplemental proceedings to object to any ultimate
payment on such Claim. All of the aforementioned Claims objection,
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estimation and resolution procedures are cumulative and not necessarily
exclusive of one another. Claims may be estimated and subsequently compromised,
settled, withdrawn or resolved by any mechanism approved by the Bankruptcy
Court.
C. Payments and Distributions on Disputed Claims
Notwithstanding any provision in the Plan to the contrary, except as
otherwise agreed by the Reorganized Debtor in its sole discretion, no partial
payments and no partial distributions will be made with respect to a Disputed
Claim until the resolution of such disputes by settlement or Final Order.
Subject to the provisions of this Article VIII.C, as soon as practicable after a
Disputed Claim becomes an Allowed Claim, the Holder of such Allowed Claim will
receive all payments and distributions to which such Holder is then entitled
under the Plan. Notwithstanding the foregoing, any Person or Entity who holds
both an Allowed Claim(s) and a Disputed Claim(s) will receive the appropriate
payment or distribution on the Allowed Claim(s), although, except as otherwise
agreed by the Reorganized Debtor in its sole discretion, no payment or
distribution will be made on the Disputed Claim(s) until such dispute is
resolved by settlement or Final Order.
ARTICLE IX.
CONDITIONS PRECEDENT TO CONFIRMATION
AND CONSUMMATION OF THE PLAN
A. Condition Precedent to Confirmation
It shall be a condition to Confirmation of the Plan that the following
condition shall have been satisfied or waived pursuant to the provisions of
Article IX.C of the Plan: approval of all provisions, terms and conditions of
the Prepackaged Plan in the Confirmation Order.
B. Conditions Precedent to Consummation
It shall be a condition to Consummation of the Plan that the following
conditions shall have been satisfied or waived pursuant to the provisions of
Article IX.C of the Plan:
1. the Confirmation Order shall have been signed by the Bankruptcy
Court and duly entered on the docket for the Prepackaged Chapter 11 Case by
the Clerk of the Bankruptcy Court in form and substance acceptable to the
Debtor;
2. the Confirmation Order shall be a Final Order;
3. a revolving credit facility and letter of credit subfacility shall
be available to the Debtor in an amount not less than $150 million and on
such terms and conditions as set forth in the Restructuring Agreement;
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4. all conditions precedent to the "Closing," as defined in the
Restructuring Agreement, shall have been satisfied or waived pursuant to the
terms thereof; and
5. no more than 5% of the Holders of Claims in Class 5 shall have
marked Item 5 of the Ballot so as not to consent to Article X.C of the Plan.
C. Waiver of Conditions
Other than the condition precedent to Consummation set forth in Article
IX.B.3, IX.B.4 and IX. B.5, which may not be waived without the consent of LGE,
the Debtor, in its sole discretion, may waive any of the conditions to
Confirmation of the Plan and/or to Consummation of the Plan set forth in
Articles IX.A and IX.B of the Plan at any time, without notice, without leave or
order of the Bankruptcy Court, and without any formal action other than
proceeding to confirm and/or consummate the Plan.
D. Effect of Non-occurrence of Conditions to Consummation
If the Confirmation Order is vacated, the Plan shall be null and void in all
respects and nothing contained in the Plan or the Disclosure Statement shall:
(1) constitute a waiver or release of any Claims by or against, or any Equity
Interests in, the Debtor; (2) prejudice in any manner the rights of the Debtor,
or (3) constitute an admission, acknowledgment, offer or undertaking by the
Debtor in any respects.
ARTICLE X.
RELEASE, INJUNCTIVE AND RELATED PROVISIONS
A. Subordination
The classification and manner of satisfying all Claims and Equity Interests
and the respective distributions and treatments under the Plan take into account
and/or conform to the relative priority and rights of the Claims and Equity
Interests in each Class in connection with any contractual, legal and equitable
subordination rights relating thereto whether arising under general principles
of equitable subordination, section 510(b) of the Bankruptcy Code or otherwise,
and any and all such rights are settled, compromised and released pursuant to
the Plan. The Confirmation Order shall permanently enjoin, effective as of the
Effective Date, all Persons and Entities from enforcing or attempting to enforce
any such contractual, legal and equitable subordination rights satisfied,
compromised and settled pursuant to this Article X.A.
B. Limited Releases by the Debtor
Except as otherwise specifically provided in the Plan, for good and valuable
consideration, including, but not limited to, the commitment and obligation of
the Investor
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Releasees to provide the financial support necessary for consummation of the
Plan, including the financial accommodations reflected in the LGE New Credit
Support, the obligations and undertakings of the Investor Releasees set forth in
the Restructuring Agreement, including LGE's agreement to the treatment of its
Claims and Equity Interests as provided in the Plan, and the service of the D&O
Releasees to facilitate the expeditious reorganization of the Debtor and the
implementation of the restructuring contemplated by the Plan, the Investor
Releasees, the D&O Releasees and the Debenture Releasees are released by the
Debtor and the Reorganized Debtor and its subsidiaries from any and all claims
(as defined in section 101(5) of the Bankruptcy Code), obligations, rights,
suits, damages, causes of action, remedies and liabilities whatsoever, whether
known or unknown, foreseen or unforeseen, existing or hereafter arising, in law,
equity or otherwise, that the Debtor or its subsidiaries would have been legally
entitled to assert in their own right (whether individually or collectively) or
on behalf of the Holder of any Claim or Equity Interest or other Person or
Entity, based in whole or in part upon any act or omission, transaction,
agreement, event or other occurrence taking place on or before the Effective
Date, except in the case of the D&O Releasees, for claims or liabilities (i) in
respect of any loan, advance or similar payment by the Debtor or its
subsidiaries to any such Person, or (ii) in respect of any contractual
obligation owed by such Person to the Debtor or its subsidiaries.
C. Limited Releases by Holder of Claims
On and after the Effective Date, each Holder of a Claim who has accepted
the Plan, other than the Holder of a Claim in Class 5 who signs and returns a
timely Ballot and marks Item 5 of the Ballot, shall be deemed to have
unconditionally released the Investor Releasees, the D&O Releasees and the
Debenture Releasees from any and all claims (as defined in section 101(5) of the
Bankruptcy Code), obligations, rights, suits, damages, causes of action,
remedies and liabilities whatsoever, whether known or unknown, foreseen or
unforeseen, existing or hereafter arising, in law, equity or otherwise, that
such Person or Entity would have been legally entitled to assert (whether
individually or collectively), based in whole or in part upon any act or
omission, transaction, agreement, event or other occurrence taking place on or
before the Effective Date in any way relating or pertaining to (x) the Debtor or
the Reorganized Debtor, (y) the Debtor's Prepackaged Chapter 11 Case, or (z) the
negotiation, formulation and preparation of the Plan, the Restructuring
Agreement or any related agreements, instruments or other documents.
D. Preservation of Rights of Action
Except as otherwise provided in the Plan or in any contract, instrument,
release, indenture or other agreement entered into in connection with the Plan,
in accordance with section 1123(b) of the Bankruptcy Code, the Reorganized
Debtor shall retain and may exclusively enforce any claims, rights and Causes of
Action that the Debtor or Estate may hold against any Person or Entity. The
Reorganized Debtor may pursue such retained claims, rights or causes of action,
as appropriate, in accordance with the best interests of the Reorganized Debtor.
On the Effective Date, the Reorganized Debtor shall be deemed to waive and
release any claims, rights or Causes of Action arising under sections 544, 547,
548,
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549 and 550 of the Bankruptcy Code held by the Reorganized Debtor against any
Person or Entity.
E. Exculpation
The Debtor, the Reorganized Debtor, the Investor Releasees, the D&O
Releasees, and the Debenture Releasees and the Committee(s) and their respective
members and Professionals (acting in such capacity) shall neither have nor incur
any liability to any Person or Entity for any act taken or omitted to be taken
in connection with or related to the formulation, preparation, dissemination,
implementation, administration, Confirmation or Consummation of the Plan, the
Disclosure Statement or any contract, instrument, release or other agreement or
document created or entered into in connection with the Plan, including the
Restructuring Agreement, or any other act taken or omitted to be taken in
connection with the Debtor's Prepackaged Chapter 11 Case; provided, however,
that the foregoing provisions of this Article X.E shall have no effect on the
liability of any Person or Entity that results from any such act or omission
that is determined in a Final Order to have constituted gross negligence or
willful misconduct.
F. Injunction
From and after the Effective Date, all Persons and Entities are permanently
enjoined from commencing or continuing in any manner, any suit, action or other
proceeding, on account of or respecting any claim, obligation, debt, right,
Cause of Action, remedy or liability released or to be released pursuant to this
Article X; provided, however, that this injunction shall not preclude police or
regulatory agencies from fulfilling their statutory duties.
ARTICLE XI.
RETENTION OF JURISDICTION
Notwithstanding the entry of the Confirmation Order and the occurrence of
the Effective Date, the Bankruptcy Court shall retain such jurisdiction over the
Prepackaged Chapter 11 Case after the Effective Date as legally permissible,
including jurisdiction to:
A. Allow, disallow, determine, liquidate, classify, estimate or
establish the priority or secured or unsecured status of any Claim,
including the resolution of any request for payment of any Administrative
Claim and the resolution of any and all objections to the allowance or
priority of Claims;
B. Grant or deny any applications for allowance of compensation or
reimbursement of expenses authorized pursuant to the Bankruptcy Code or the
Plan, for periods ending on or before the Effective Date;
C. Resolve any matters related to the assumption, assumption and
assignment or rejection of any executory contract or unexpired lease to
which the
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Debtor is a party or with respect to which the Debtor may be
liable and to hear, determine and, if necessary, liquidate, any Claims
arising therefrom, including those matters related to the amendment after
the Effective Date pursuant to Article VI above to add any executory
contracts or unexpired leases to the list of executory contracts and
unexpired leases to be rejected;
D. Ensure that distributions to Holders of Allowed Claims are
accomplished pursuant to the provisions of the Plan, including ruling on
any motion Filed pursuant to Article VII;
E. Decide or resolve any motions, adversary proceedings, contested or
litigated matters and any other matters and grant or deny any applications
involving the Debtor that may be pending on the Effective Date;
F. Enter such orders as may be necessary or appropriate to implement
or consummate the provisions of the Plan and all contracts, instruments,
releases, indentures and other agreements or documents created in
connection with the Plan or the Disclosure Statement;
G. Resolve any cases, controversies, suits or disputes that may arise
in connection with the Consummation, interpretation or enforcement of the
Plan or any Person's or Entity's obligations incurred in connection with
the Plan;
H. Issue injunctions, enter and implement other orders or take such
other actions as may be necessary or appropriate to restrain interference
by any Person or Entity with Consummation or enforcement of the Plan,
except as otherwise provided herein;
I. Resolve any cases, controversies, suits or disputes with respect
to the releases, injunction and other provisions contained in Article X and
enter such orders as may be necessary or appropriate to implement such
releases, injunction and other provisions;
J. Enter and implement such orders as are necessary or appropriate if
the Confirmation Order is for any reason modified, stayed, reversed,
revoked or vacated;
K. Determine any other matters that may arise in connection with or
relate to the Plan, the Disclosure Statement, the Confirmation Order or any
contract, instrument, release, indenture or other agreement or document
created in connection with the Plan or the Disclosure Statement; and
L. Enter an order and/or final decree concluding the Prepackaged
Chapter 11 Case.
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ARTICLE XII.
MISCELLANEOUS PROVISIONS
A. Dissolution of Committee(s)
On the Effective Date, the Committee(s) shall dissolve and members shall be
released and discharged from all rights and duties arising from, or related to,
the Prepackaged Chapter 11 Case.
B. Payment of Statutory Fees
All fees payable pursuant to section 1930 of title 28 of the United States
Code, as determined by the Bankruptcy Court at the hearing pursuant to section
1128 of the Bankruptcy Code, shall be paid on or before the Effective Date.
C. Discharge of Debtor
Except as otherwise provided herein or in the LGE New Restructured Senior
Note or the New Debentures, (1) the rights afforded in the Plan and the
treatment of all Claims and Equity Interests therein, shall be in exchange for
and in complete satisfaction, discharge and release of Claims and Equity
Interests of any nature whatsoever, including any interest accrued on such
Claims from and after the Petition Date, against the Debtor and the Debtor in
Possession, or any of its assets or properties, (2) on the Effective Date, all
such Claims against, and Equity Interests in the Debtor shall be satisfied,
discharged and released in full and (3) all Persons and Entities shall be
precluded from asserting against the Reorganized Debtor, its successors or its
assets or properties any other or further Claims or Equity Interests based upon
any act or omission, transaction or other activity of any kind or nature that
occurred prior to the Confirmation Date.
D. Modification of Plan
Subject to the limitations contained herein, (1) the Debtor reserves the
right, in accordance with the Bankruptcy Code and the Bankruptcy Rules, to amend
or modify the Plan prior to the entry of the Confirmation Order and (2) after
the entry of the Confirmation Order, the Debtor or the Reorganized Debtor, as
the case may be, may, upon order of the Bankruptcy Court, amend or modify the
Plan, in accordance with section 1127(b) of the Bankruptcy Code, or remedy any
defect or omission or reconcile any inconsistency in the Plan in such manner as
may be necessary to carry out the purpose and intent of the Plan.
E. Revocation of Plan
The Debtor reserves the right, at any time prior to the entry of the
Confirmation Order, to revoke and withdraw the Plan.
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F. Successors and Assigns
The rights, benefits and obligations of any Person or Entity named or
referred to in the Plan shall be binding on, and shall inure to the benefit of
any heir, executor, administrator, successor or assign of such Person or Entity.
G. Reservation of Rights
Except as expressly set forth herein, this Plan shall have no force or
effect unless the Bankruptcy Court shall enter the Confirmation Order. None of
the filing of this Plan, any statement or provision contained herein, or the
taking of any action by the Debtor with respect to this Plan shall be or shall
be deemed to be an admission or waiver of any rights of the Debtor with respect
to the Holders of Claims or Equity Interests prior to the Effective Date.
H. Section 1146 Exemption
Pursuant to section 1146(c) of the Bankruptcy Code, the issuance, transfer,
or exchange of any security under the Plan, or the making or delivery of an
instrument of transfer under this Plan, may not be taxed under any law imposing
a stamp tax or similar tax.
I. Further Assurances
The Debtor, the Reorganized Debtor, LGE and all Holders of Claims receiving
distributions under the Plan and all other parties in interest shall, from time
to time, prepare, execute and deliver any agreements or documents and take any
other actions as may be necessary or advisable to effectuate the provisions and
intent of this Plan.
J. Service of Documents
Any pleading, notice or other document required by the Plan to be served on
or delivered to the Reorganized Debtor shall be sent by first class U.S. mail,
postage prepaid to:
Zenith Electronics Corporation
1000 Milwaukee Avenue
Glenview, Illinois 60025-2493
Attn: General Counsel
with copies to:
Kirkland & Ellis
200 E. Randolph Drive
Chicago, Illinois 60601
Attn: James H.M. Sprayregen, Esq.
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K. Filing of Additional Documents
On or before the Effective Date, the Debtor may file with the Bankruptcy
Court such agreements and other documents as may be necessary or appropriate to
effectuate and further evidence the terms and conditions of the Plan.
Respectfully Submitted,
Zenith Electronics Corporation
By: /s/ Richard F. Vitkus
---------------------------------
Name: Richard F. Vitkus
Title: Senior Vice President,
General Counsel and Secretary
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FOR IMMEDIATE RELEASE
---------------------
RESTRUCTURING COMPLETED,
GANNON DECIDES TO LEAVE ZENITH;
WOODS NAMED NEW CEO
GLENVIEW, Ill., Nov. 17, 1999 -- Jeffrey P. Gannon, president and chief
executive officer of Zenith Electronics Corporation, announced today that he has
decided to leave the company.
Gannon, 48, joined Zenith in January 1998 as president and CEO after a 24-
year career with the General Electric Company. He led Zenith through its
comprehensive operational and financial restructuring and was chief architect of
Zenith's successful transformation into a sales, distribution and technology
company.
"Now that the restructuring is completed and Zenith is financially stable,
I am ready for new challenges," Gannon said. "I am proud of what the Zenith team
has accomplished over the past two years, and I think this is the right time for
a change in leadership. I know that Zenith is poised for success in the digital
millennium."
John Koo, vice chairman and CEO of Zenith's parent company, LG Electronics
Inc. (LGE), thanked Gannon "for his leadership and vision during one of the most
difficult periods in Zenith's 80-year history."
"Jeff accomplished a tremendous goal in leading Zenith through its
operational transformation and financial restructuring," Koo said. "It was a
long and difficult task, which could not have been achieved without Jeff's
tireless efforts. We wish him all the best for the future."
Gannon will be succeeded as president and CEO by Ian G. Woods, who has been
a senior LG executive for three years, most recently senior vice president
leading the LGE support team for Zenith since mid-1998.
Woods brings broad management experience, strong analytical skills and
significant international expertise to Zenith. Prior to joining the LG Group's
Chairman's office as a vice president in 1997, he was chief financial officer of
Matrix Telecommunications Limited, a public company in Australia, beginning in
1994, and served on the board of directors of Matrix's operating companies in
Asia and Europe.
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Previously, he worked for five years as a senior executive with the
international management consulting firm McKinsey & Company, where he assisted
clients in a broad range of industries in Australia, New Zealand, Brazil, Hong
Kong and Korea. In fact, Woods's relationship with LG began in 1991, when he
helped establish McKinsey's Seoul office. Earlier in his career, he was a
partner in an accounting firm.
A native of Australia, Woods earned his Masters of Business Administration
degree from the Australian School of Management, University of New South Wales,
Sydney, and his Bachelor's degree in accounting from the Queensland University
of Technology, Brisbane, Queensland, Australia.
"I am enthusiastic about continuing Zenith's turnaround," Woods said.
"Zenith has a bright future as we reposition this great American brand name as
the leader in digital television and related technologies in the years ahead. I
look forward to leading Zenith's strong U.S. management team."
Koo offered LGE's full support to Woods, "whose strategic vision and energy
will drive Zenith's brand repositioning and digital technology leadership in
North America."
Founded in 1918, Zenith Electronics Corporation, based in Glenview, Ill.,
is a long-time U.S. leader in electronic entertainment products and leading
developer of digital high-definition television (HDTV) technologies. Zenith
became a wholly owned subsidiary of LGE on Nov. 9. LGE, based in Seoul, Korea,
is a global leader in consumer electronics with operations in 180 countries and
annual sales of more than $9 billion.
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