<PAGE>
EXHIBIT 99.4
PLAN OF REORGANIZATION
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
--------------------------------------------X
In re : Chapter 11
:
CELLNET DATA SYSTEMS, INC., ET AL., : Case No. 00-00844 (PJW)
:
Debtors. : (Jointly Administered)
--------------------------------------------X
JOINT CONSOLIDATED LIQUIDATING PLAN OF REORGANIZATION
OF CELLNET DATA SYSTEMS, INC. AND ITS SUBSIDIARIES
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
Mark Thompson (MT 4187)
SIMPSON THACHER & BARTLETT
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
-and-
Mark D. Collins (No. 2981)
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
(302) 658-6541
Attorneys for Debtors in Possession
55
<PAGE>
CellNet Data Systems, Inc. (the "Parent") and its subsidiaries
listed on the CellNet Data Systems, Inc. (the "Parent") and its subsidiaries
listed on the attached Schedule I (collectively with the Parent, the "Debtors"
or "CellNet") as debtors and debtors in possession propose the following Joint
Consolidated Liquidating Plan of Reorganization (the "Plan"):
INTRODUCTION
The Debtors are to be substantively consolidated and their
Estates, which consist of approximately $54 million in cash and short-term
investments, with the potential for the receipt of approximately $5 million in
additional cash if certain asset transfers are approved, will be distributed to
their creditors according to the priorities established by the Bankruptcy Code,
Pro Rata (defined herein) within each class.
Reference is made to the Disclosure Statement accompanying the
Plan, including the Exhibits thereto (the "Disclosure Statement"), for a
discussion of the Debtors' history, business, results of operations and
properties, and for a summary and analysis of the Plan.
All holders of Claims and Interests are encouraged to consult
the Disclosure Statement and read the Plan carefully before voting to accept or
reject the Plan.
Nothing in the Plan should be construed as constituting a
solicitation of acceptances of the Plan unless and until the Disclosure
Statement has been approved and distributed to all holders of claims and
interests to the extent required by section 1125 of the Bankruptcy Code.
SECTION I. DEFINITIONS AND CONSTRUCTION OF TERMS
Definitions. In addition to such other terms as are defined in
other sections of the Plan, the following terms (which appear herein as
capitalized terms) shall have the meanings set forth below, such meanings to be
applicable to both the singular and plural forms of the terms defined. A term
used in the Plan and not defined herein or elsewhere in the Plan, but that is
defined in the Bankruptcy Code has the meaning set forth therein.
1. "Administrative Claim" means a Claim to the extent that
it is of the kind described in section 503(b) of the Bankruptcy Code and is
entitled to priority under section 507(a)(1) of the Bankruptcy Code,
including fees payable to the US Trustee pursuant to 28 U.S.C. Section 1930(a).
2. "Allowed" means, with reference to any Claim or Interest
and with respect to the Debtors, (a) any Claim against or Interest in the
Debtors which has been listed by the
56
<PAGE>
Debtors in their Schedules, as such Schedules may be amended by the Debtors
from time to time in accordance with Bankruptcy Rule 1009, as liquidated in
amount and not disputed or contingent and for which no contrary proof of
claim or interest has been filed, (b) any Claim or Interest (i) allowed under
the Plan, (ii) allowed by Final Order, or (iii) as to which the liability of
the Debtors and the amount thereof are determined by a final order of a court
of competent jurisdiction other than the Bankruptcy Court or (c) as to which
a proof of claim has been timely filed in a liquidated amount with the
Bankruptcy Court pursuant to the Bankruptcy Code or any order of the
Bankruptcy Court, or filed late with leave of the Bankruptcy Court after
notice and a hearing, and in respect of which no objection to the allowance
of such Claim or motion to expunge such Claim has been interposed before any
final date for the filing of such objections or motions set forth in the
Confirmation Order or other order of the Bankruptcy Court.
3. "Asset Purchase Agreement" means the Asset Purchase
Agreement dated as of March 1, 2000 among the Debtors, Schlumberger Resource
Management Services, Inc. and Schlumberger Technology Corporation, a copy of
which is on file with the Clerk of the United States Bankruptcy Court,
District of Delaware, Docket No. 137, as amended by Amendment No. 1,
Amendment No. 2 and Amendment No. 3.
4. "Bankruptcy Code" means title 11 of the United States
Code, as amended from time to time, as applicable to the Cases.
5. "Bankruptcy Court" means the United States Bankruptcy
Court for the District of Delaware.
6. "Bankruptcy Rules" means the Federal Rules of Bankruptcy
Procedure as promulgated by the United States Supreme Court under section
2075 of title 28 of the United States Code, and any Local Rules of the
Bankruptcy Court.
7. "Business Day" means any day other than a Saturday,
Sunday or any other day on which commercial banks in the city of New York,
New York or the State of California are required or authorized to close by
law or executive order.
8. "Cases" means the Debtors' collective voluntary
reorganization proceedings under chapter 11 of the Bankruptcy Code.
9. "Cash" means legal tender of the United States of
America, which may be conveyed by check or wire transfer.
10. "Causes of Action" means all claims and causes of
action now owned or hereafter acquired by the Debtors, whether arising under
any contract or under the Bankruptcy Code or other federal or state law,
including, without limitation, any causes of action arising under sections
544, 545, 547, 548, 549, 550, 551, 553(b) or other sections of the Bankruptcy
Code.
11. "Chief Operating Officer" means John S. Dubel, his
designees or any such person hired by the Debtors for the purpose of
implementing the applicable provisions of the Plan.
57
<PAGE>
12. "Claim" has the meaning set forth in section 101 of the
Bankruptcy Code.
13. "Class" means a category of holders of Claims or
Interests as set forth in Section II of the Plan.
14. "Collateral" means any property or interest in property
of the estates or the Debtors subject to a Lien to secure the payment or
performance of a Claim, which Lien is not subject to avoidance under the
Bankruptcy Code or otherwise invalid under the Bankruptcy Code or applicable
state law.
15. "Common Stock" means (a) the shares of any class or
series of common stock issued by any Debtor, (b) all options, warrants,
calls, rights, puts, awards, commitments or any other agreements of any
character, if any, to acquire such stock, and (c) all Claims arising from
rescission of a purchase or sale of such stock or options, warrants, calls,
rights, puts, awards, commitments or any other agreements of any character,
if any, to acquire such stock or for damages arising from the purchase or
sale of the foregoing, and all Claims for indemnity, reimbursement, or
contribution on account of such Claims.
16. "Confirmation Date" means the date on which the Clerk
of the Bankruptcy Court enters the Confirmation Order on the Case docket.
17. "Confirmation Hearing" means the hearing held by the
Bankruptcy Court to consider confirmation of the Plan pursuant to section
1129 of the Bankruptcy Code, as such hearing may be adjourned or continued
from time to time.
18. "Confirmation Order" means the Final Order of the
Bankruptcy Court confirming the Plan pursuant to section 1129 of the
Bankruptcy Code.
19. "Creditors' Committee" means the official committee of
unsecured creditors appointed by the United States Trustee in these Cases on
February 15, 2000.
20. "Disclosure Statement" means the Disclosure Statement
that relates to this Plan and is approved by the Court pursuant to section
1125 of the Bankruptcy Code, as such Disclosure Statement may be amended,
modified, or supplemented (and all exhibits and schedules annexed thereto or
referred to therein).
21. "Disclosure Statement Order" means the order of the
Court approving the Disclosure Statement as containing adequate information
pursuant to section 1125 of the Bankruptcy Code.
22. "Disputed Claim" means a Claim against the Debtors to
the extent that as of any date of determination such claim is not Allowed.
23. "Distribution" means any distribution under the Plan to
the holders of Allowed Claims.
58
<PAGE>
24. "Distribution Account" means an account established and
maintained by the Debtors with _________________, Account No. ____________,
which account is entitled "CellNet Data Systems, Inc. (D.I.P.)" for the
purpose of making Distributions to claimants.
25. "Distribution Date" means any date on which a
Distribution is made by the Debtors.
26. "Effective Date" means the fifteenth (15th) day after
the first Business Day on which the conditions specified in Section VI of the
Plan have been satisfied.
27. "Estates" means the estates which were created by the
commencement of the Debtors' Cases pursuant to Section 541 of the Bankruptcy
Code, and shall be deemed to include, without limitation, any and all
privileges of the Debtors and any and all interests in their property,
whether real, personal or mixed, rights, causes of action, avoidance powers
or extensions of time that the Debtors or their estates shall have had
effective as of the commencement of the Case, or which such estate acquired
after the commencement of the Case, whether by virtue of sections 544, 545,
546, 547, 548, 549 or 550 of the Bankruptcy Code or otherwise.
28. "Fee Claim" means a Claim under Section 330, 311 or 503
of the Bankruptcy Code for allowance of compensation and/or reimbursement of
expenses in the Case including without limitation Claims under Section
503(b)(3) or (4) of the Bankruptcy Code based on substantial contribution in
the Case.
29. "Final Distribution" means the date of the last
Distribution by the Debtors.
30. "Final Order" means an order of the Bankruptcy Court as
to which the time to appeal, petition for CERTIORARI, or move for reargument
or rehearing has expired and as to which no appeal, petition for CERTIORARI,
or other proceedings for reargument or rehearing shall then be pending or as
to which any right to appeal, move for a stay pending appeal, petition for
CERTIORARI, reargue, or rehear shall have been waived in writing in form and
substance satisfactory to the Debtors or, in the event that an appeal, writ
of CERTIORARI, or reargument or rehearing thereof has been sought, such order
of the Bankruptcy Court shall have been determined by the highest court to
which such order was appealed, or CERTIORARI, reargument or rehearing shall
have been denied and the time to take any further appeal, petition for
CERTIORARI or move for reargument or rehearing shall have expired; PROVIDED,
HOWEVER, that the possibility that a motion under Rule 59 or Rule 60 of the
Federal Rules of Civil Procedure, or Rule 9023 or Rule 9024 of the Bankruptcy
Rules, may be filed with respect to such order shall not cause such order not
to be a Final Order.
31. "First Distribution Date" means the Distribution of
Cash to Allowed Claims, to occur no later than 30 days after the Effective
Date.
32. "Interest" means any ownership interest in the Debtors,
including but not limited to the rights of the holders of Common Stock or
Preferred Stock, including the rights of
59
<PAGE>
any entity to purchase or demand the issuance of any of the foregoing,
including: (a) conversion, exchange, voting, participation, and dividend rights;
(b) liquidation preferences; (c) stock options, call rights, warrants and put
rights; and (d) share-appreciation rights and restricted stock purchase rights.
33. "Intercompany Claim" means any Claim of any Debtor
against another Debtor.
34. "Lien" has the meaning set forth in section 101 of the
Bankruptcy Code.
35. "Officers" means the collective reference to the Chief
Operating Officer, Vice President and Secretary.
36. "Operating Account" means an interest bearing account
established and maintained by the Debtors with Wells Fargo Bank, San
Francisco Account No. ________ , which account is entitled "CellNet Data
Systems, Inc. (D.I.P.)" for the purpose of paying operating expenses of the
Estates and holding Cash that has not been Distributed to claimants.
37. "Person" means an individual, corporation, partnership,
governmental unit, joint venture, association, joint stock company, limited
liability company, limited liability partnership, trust, estate,
unincorporated organization or other entity.
38. "Petition Date" means February 4, 2000, the date on
which the Debtors commenced the Cases.
39. "Plan" means this Chapter 11 plan of reorganization,
including, without limitation, all documents referenced herein and all
exhibits, supplements, appendices and schedules hereto, either in its present
form or as the same may be altered, amended or modified from time to time.
40. "Preferred Stock" means (a) the shares of any class or
series of preferred stock issued by any Debtor, including, without
limitation, the 7% Exchangeable Limited Liability Company Preferred
Securities Mandatorily Redeemable 2010 of CellNet Funding, LLC, (b) all
options, warrants, calls, rights, puts, awards commitments or any other
agreements of any character, if any, to acquire such stock, and (c) all
Claims arising from rescission of a purchase or sale of such stock or
options, warrants, calls, rights, puts, awards, commitments or any other
agreements of any character, if any, to acquire such stock or for damages
arising from the purchase or sale of the foregoing, and all Claims for
indemnity, reimbursement, or contribution on account of such Claims.
41. "Priority Tax Claim" means any Claim of a governmental
unit of the kind specified in sections 502(i) and 507(a)(8) of the Bankruptcy
Code.
42. "Pro Rata" means proportionate, and when applied to a
Claim or Interest means that the ratio of the consideration distributed on
account of an Allowed Claim or Allowed Interest in a Class to the amount of
such Allowed Claim or Allowed Interest is the same as the
60
<PAGE>
ratio of the amount of the consideration distributed on account of all
Allowed Claims or Allowed Interests in such Class to the amount of all
Allowed Claims or Allowed Interests in such Class.
43. "Schedules" means the schedules of assets and
liabilities, the list of holders of Interests and the statements of financial
affairs filed by the Debtors under section 521 of the Bankruptcy Code and
Bankruptcy Rule 1007, and all amendments and modifications thereto through
the Confirmation Date.
44. "Schlumberger" means Schlumberger Resource Management
Services, Inc.
45. "Secured Claim" means the portion of any Claim,
determined in accordance with section 506(a) of the Bankruptcy Code, as of
the Confirmation Date, which is secured by a valid and perfected Lien on
Collateral, express or implied, arising by contract, operation of law, or
otherwise.
46. "Substantive Consolidation Order" means the
Confirmation Order.
47. "Unsecured Notes" means the 14% Senior Discount Notes
due 2007 issued by Parent.
48. "Unsecured Claim" means any Claim that is not an
Administrative Claim, Priority Claim, Priority Tax Claim or Secured Claim.
49. "Vice President and Secretary" means David L. Perry.
Computation of Time. In computing any period of time
prescribed or allowed by the Plan, the provisions of Bankruptcy Rule 9006(a)
shall apply.
SECTION II. CLASSIFICATION OF CLAIMS AND INTERESTS
The following is a designation of the Classes of Claims and
Interests classified under the Plan.
A Claim or Interest shall be deemed classified in a particular
Class only to the extent that the Claim or Interest qualifies within the
description of that Class and shall be deemed classified in a different Class to
the extent that any remainder of the Claim or Interest qualifies within the
description of such different Class. In accordance with section 1123(a)(1) of
the Bankruptcy Code, Administrative Claims and Priority Tax Claims have not been
classified but the treatment for such unclassified claims is set forth in
Section III.
A. UNCLASSIFIED CLAIMS
50. "Administrative Claims". Administrative Claims are
unclassified.
61
<PAGE>
51. "Priority Tax Claims". Priority Tax Claims are
unclassified.
B. CLASSIFIED CLAIMS AND INTERESTS
Claims against, and Interests in the Debtors are classified as
set forth below.
52. "Class 1 Claims -- Allowed Priority Claims". Class 1
Claims shall consist of Allowed Claims which are entitled to priority under
Section 507(a) of the Bankruptcy Code (other than Administrative Claims and
Priority Tax Claims).
53. "Class 2 Claims -- Secured Claims". Class 2 Claims
shall consist of all Secured Claims against the Debtors.
54. "Class 3 Claims -- Unsecured Claims". Class 3 Claims
shall consist of all Unsecured Claims against the Debtors.
55. "Class 4 Claims -- Preferred Stock Interests". Class 4
Interests shall consist of all Interests arising from or related to the
Preferred Stock and the equity interests in any Debtor.
56. "Class 5 Claims -- Common Stock Interests". Class 5
Interests shall consist of all Interests arising from or related to the
Common Stock and the equity interests in any Debtor.
SECTION III. TREATMENT OF CLAIMS AND INTERESTS
The following is a designation of the treatment to be accorded
to each Class of Claims and Interests denominated in the Plan.
No Claim shall entitle the holder thereof to a Distribution of
Cash or to other consideration pursuant to the Plan unless, and only to the
extent that, such Claim is an Allowed Claim. All Distributions of Cash on
account of Allowed Claims shall be made on the Distribution Date.
No Claim shall be entitled to a Distribution hereunder if such
Claim was assumed or purchased by Schlumberger under the Asset Purchase
Agreement; holders of such Claims shall have recourse exclusively to
Schlumberger.
A. UNCLASSIFIED CLAIMS
57. "Administrative Claims". Unless otherwise agreed by the
holder of an Allowed Administrative Claim (in which event such other
agreement shall govern), each holder of an Allowed Administrative Claim shall
receive on the First Distribution Date or on the 15th (fifteenth) day after
such later date as such claim becomes Allowed, Cash in an amount equal to
62
<PAGE>
such Allowed Administrative Claim; PROVIDED, HOWEVER, that Allowed
Administrative Claims that may be paid from the proceeds of, and in
accordance with, insurance policies shall be paid on the later of (i) the
Effective Date and (ii) the date that such insurance claim would be paid
under the terms of the Debtors' applicable insurance policy or policies.
Administrative Claims for professional fees and expenses
Allowed pursuant to section 330 of the Bankruptcy Code shall be paid in
accordance with the Bankruptcy Court order allowing such fees and expenses.
58. "Priority Tax Claims". Unless otherwise agreed by the
holder of an Allowed Priority Tax Claim (in which event such other agreement
shall govern), each holder of an Allowed Priority Tax Claim shall receive on
the First Distribution Date or on the 15th (fifteenth) day after such later
date as such claim becomes Allowed, Cash equal to the amount of such Allowed
Priority Tax Claim.
B. TREATMENT OF THE UNIMPAIRED CLASSES
Claims in Class 1 and Class 2 are not impaired under the Plan.
Therefore, pursuant to section 1126(f) of the Bankruptcy Code, the holders of
Claims and Interests in Class 1 and Class 2 are conclusively presumed to have
accepted the Plan. The unimpaired Claims against, and Interests in, the Debtors
will be treated in the following manner under the Plan:
59. "Class 1 -- Allowed Priority Claims". Each Allowed
Priority Claim in Class 1 shall be paid in full in Cash on the First
Distribution Date, or on such later date as such Claim becomes Allowed unless
the holder of the Allowed Priority Claim agrees to a later date of payment.
60. "Class 2 -- Secured Claims". Holders of Secured Claims
have been assumed and purchased by Schlumberger pursuant to the Asset
Purchase Agreement and will not receive any Distributions pursuant to the
Plan.
63
<PAGE>
C. TREATMENT OF IMPAIRED CLASSES
Claims and Interests in Class 3, Class 4 and Class 5 are
impaired. The impaired Classes of Claims against, and Interests in, the Debtors
will be treated in the following manner under the Plan:
61. "Class 3 -- Unsecured Claims". (a) Each Allowed
Unsecured Claim in Class 3 shall be paid Cash equal to its Pro Rata share of
the Cash available to the Estates after satisfaction of Allowed
Administrative Claims, Allowed Priority Tax Claims and Allowed Priority
Claims. Such Cash shall be paid in a series of distributions, beginning on
the First Distribution Date.
(b) Pursuant to section 1126(a) of the Bankruptcy
Code, holders of Claims in Class 3 are entitled to vote to accept or reject the
Plan.
62. "Class 4 -- Preferred Stock Interests". (a) Interests
in Class 4 shall be deemed Allowed. There shall be no distribution to
holders of Allowed Interests in Class 4. Such Interests shall be deemed
canceled.
(b) Pursuant to section 1126(g) of the Bankruptcy
Code, holders of Interests in Class 4 are conclusively presumed to have
rejected the Plan.
63. "Class 5 -- Common Stock Interests". (a) Interests in
Class 5 shall be deemed Allowed. There shall be no distribution to holders
of Allowed Interests in Class 5. Such Interests shall be deemed canceled.
(b) Pursuant to section 1126(g) of the Bankruptcy
Code, holders of Interests in Class 5 are conclusively presumed to have
rejected the Plan.
SECTION IV. TREATMENT OF EXECUTORY CONTRACTS AND
UNEXPIRED LEASES
A. REJECTION.
As authorized by section 1123(b)(2) of the Bankruptcy Code,
except for those executory contracts and unexpired leases listed on the attached
Schedule II, all the Debtors' executory contracts and unexpired leases not
assumed and assigned at the Closing are deemed rejected as of the Effective
Date. On the First Distribution Date, the Debtors shall make all cure payments
required by section 365(b) of the Bankruptcy Code in respect of the executory
contracts and unexpired leases listed on Schedule II.
Each entity that is a party to an executory contract or
unexpired lease rejected pursuant to the Plan (and only such entities) will be
entitled to file, not later than thirty (30) days following the Confirmation
Date, a proof of claim for damages alleged to have been suffered due to such
rejection; provided, however, that the opportunity afforded an entity whose
executory
64
<PAGE>
contract or unexpired lease is rejected pursuant to the Plan to file a
proof of claim on or before such date shall in no way apply to entities who may
assert a claim on account of an executory contract or unexpired lease that was
previously rejected by the Debtors for which a prior bar date was established.
Any person or entity that has a claim for damages as a result of the rejection
of an executory contract or unexpired lease pursuant to the terms of the Plan
that does not file a proof of claim in accordance with the terms and provisions
of the Plan will be forever barred from asserting that claim against any of the
Debtors or any property of the Estates.
SECTION V. IMPLEMENTATION OF PLAN
A. SUBSTANTIVE CONSOLIDATION.
64. "Consolidation of the Cases". The Plan contemplates and
is predicated upon entry of the Substantive Consolidation Order, which shall
effect the substantive consolidation of the Cases into a single chapter 11
case solely for the purposes of all actions associated with confirmation and
consummation of the Plan. On the Confirmation Date or such other date as may
be set by a Final Order of the Court, but subject to the occurrence of the
Effective Date: (i) all Intercompany Claims by and among the Debtors shall be
eliminated; (ii) all assets and liabilities of the Debtors shall be merged or
treated as through they were merged; (iii) all prepetition cross-corporate
guarantees of the Debtors shall be eliminated; (iv) all Claims based upon
guarantees of collection, payment or performance made by one or more Debtors
as to the obligations of another Debtor or of any other Person shall be
discharged, released and of no further force and effect; (v) all Interests of
any Debtor in any other Debtor shall be eliminated and (vi) each and every
Claim filed in the individual Case of any of the Debtors shall be deemed
filed against the consolidated Debtors in the consolidated Cases and shall be
deemed a single obligation of the Debtors under the Plan on and after the
Confirmation Date.
65. "Substantive Consolidation Order". The Plan shall serve
as a motion seeking entry of an order substantively consolidating the
Debtors' Cases. Unless an objection to substantive consolidation is made in
writing by any creditor affected by the Plan as herein provided on or before
five (5) Business Days prior to the date that is fixed by the Court as the
last date on which acceptances to the Plan may be received, or such other
date as may be fixed by the Court, the Substantive Consolidation Order may be
entered by the Court. In the event any such objections are timely filed, a
hearing with respect thereto shall be scheduled by the Court, which hearing
may, but need not, coincide with the Confirmation Hearing.
B. NONCONSENSUAL CONFIRMATION.
The Debtors seek confirmation of the Plan in accordance with
section 1129(b) of the Bankruptcy Code either under the terms provided herein or
upon such terms as may exist if the Plan is modified in accordance with section
1127(d) of the Bankruptcy Code.
65
<PAGE>
C. PROCEDURE FOR DETERMINATION OF CLAIMS.
66. "Estimation of Disputed Claims". Pursuant to section
502(c) of the Bankruptcy Code, the Debtors shall make a reasonable estimation
of the expected Allowed Claim (the "Estimated Allowed Claim") for each
Disputed Claim, as scheduled on the attached Schedule III (the "Estimated
Allowed Claim Schedule") to be filed at the hearing on the Disclosure
Statement. The Plan shall serve as a motion seeking entry of an order
approving the Estimated Allowed Claim Schedule, thereby deeming such Claims
Allowed in accordance with the Estimated Allowed Claim Schedule or as
otherwise provided by the Bankruptcy Court (the "Allowed Claim Order").
Unless an objection to the Estimated Allowed Claim Schedule is made in
writing by any creditor affected by the Plan as herein provided on or before
five (5) Business Days prior to the date that is fixed by the Court as the
last date on which acceptances to the Plan may be received, or such other
date as may be fixed by the Court, the Allowed Claim Order (which may be the
Confirmation Order) may be entered by the Court. In the event any such
objections are timely filed, a hearing with respect thereto shall be
scheduled by the Court, which hearing will coincide with the Confirmation
Hearing.
67. "Objections To Claims". (a) Notwithstanding the
occurrence of the Confirmation Date, and except as to any Claim that has been
Allowed prior to such date, the Debtors may object to the allowance of any
Claim against the Debtors or seek estimation thereof on any grounds permitted
by the Bankruptcy Code by filing the appropriate pleading with the Bankruptcy
Court at any time prior to the first Business Day that is 30 (thirty) days
after the Confirmation Date. To the extent any property is distributed to an
entity on account of a Claim that is not an Allowed Claim, such property
shall promptly be returned to the Debtors for deposit in the Distribution
Account.
(b) To the extent that a Disputed Claim ultimately
becomes an Allowed Claim, payment and distributions on account of such
Allowed Claim shall be made in accordance with the provisions of the Plan
governing the Class of Claims to which such Claim belongs. As soon as
practicable after the date that the order or judgment of the Bankruptcy Court
allowing such Claim becomes a Final Order, any property that would have been
distributed prior to the date on which a Disputed Claim becomes an Allowed
Claim shall be distributed, together with any dividends, payments or other
distributions made on account of such property from the date such
distributions would have been due had such Claim then been an Allowed Claim
to the date such distributions are made.
D. DISTRIBUTIONS.
68. "Distribution Account". On the date of each
Distribution, the Debtors shall transfer Cash from the Operating Account to
the Distribution Account in the amount of the aggregate Distributions being
made on that Distribution Date. Such Cash will remain in the Distribution
Account until the thirtieth (30) day following the Distribution Date and as
soon as practicable thereafter, pursuant to Section V.D.7 below, the Debtors
shall transfer any remaining unclaimed Distributions to the Operating Account.
66
<PAGE>
69. "Dates of Distribution". On the First Distribution
Date, the Debtors shall make Distributions to holders of Allowed
Administrative Claims, Priority Tax Claims and Priority Claims called for by
the Plan. Debtors also shall make a Distribution to each holder of an Allowed
Unsecured Claim for the Allowed Amount on the First Distribution Date. The
timing of all other Distributions shall be made at the discretion of the
Debtors, PROVIDED that the Debtors shall make the Final Distribution no later
than December 1, 2000 except as the Bankruptcy Court may otherwise order.
70. "Undeliverable Distributions". If a Distribution is
returned to the Debtors as undeliverable, the Debtors shall hold such
Distribution and shall not be required to take any further action with
respect to the delivery of the Distribution unless and until the earlier of
(1) the date on which the Debtors are notified in writing of the then current
address of the holder entitled to receive the Distribution or (2) November
30, 2000, except as the Bankruptcy Court may otherwise order. If the Debtors
are notified in writing of the then current address of the holder prior to
December 1, 2000, the Debtors shall promptly make the Distribution required
by the Plan to the holder at the then current address.
71. "Sources of Cash and Manner of Payment". The Debtors
shall make all Distributions from the Distribution Account. At the option of
the Debtors, Distributions may be made in cash, by wire transfer or by a
check drawn on the Distribution Account. The Debtors have employed a
disbursement and paying agent, The Altman Group, Inc., for the purposes of
making any or all Distributions.
72. "Interest". Unless otherwise required by applicable
bankruptcy law, post-petition interest shall not accrue or be paid on any
Claims, and no holder of a Claim shall be entitled to interest accruing on or
after the Petition Date on any Claim.
73. "Fractional Dollars; De Minimis Distributions". (a)
Whenever any payment of a fraction of a cent would otherwise be called for,
the actual payment shall reflect a rounding of such fraction to the nearest
whole cent.
(b) No Distribution will be made on account of any Allowed
Claim to the holder any such Allowed Claim if the amount of such Distribution
for the Allowed Claim is less than $50.00. Immediately before the Final
Distribution Date, the Debtors shall (i) aggregate the amount of all
Distributions that would have been made on account of an Allowed Claim but for
this DE MINIMIS provision and (ii) on the Final Distribution Date, make a
Distribution on account of such Allowed Claim if the aggregate amount exceeds
$50.00.
74. "Unclaimed Distributions". All Distributions that are
unclaimed for thirty (30) days after the date of Distribution thereof by mail
to the latest mailing address filed of record with the Bankruptcy Court for
the party entitled thereto or, if no such mailing address has been so filed,
the mailing address reflected in the Schedules, will remain in the Operating
Account for the Final Distribution to holders of Class 3 Claims.
67
<PAGE>
75. "Compliance with Tax Requirements". (a) In compliance
with section 346 of the Bankruptcy Code, the Debtors shall comply with all
withholding and reporting requirements imposed by federal, state or local
taxing authorities in connection with making Distributions pursuant to the
Plan.
(b) In connection with each Distribution with respect to
which the filing of an information return (such as an Internal Revenue Service
Form 1099 or 1042) and/or withholding is required, the Debtors shall file such
information return with the Internal Revenue Service and provide any required
statements in connection therewith to the recipients of such Distribution,
and/or effect any such withholding and deposit all moneys so withheld to the
extent required by law. With respect to any Person from whom a tax
identification number, certified tax identification number or other tax
information required by law to avoid withholding has not been received by the
Debtors, the Debtors may, at their sole option, withhold the amount required and
distribute the balance to such Person or decline to make such Distribution until
the information is received.
E. RESERVATION OF RIGHTS OF THE ESTATE.
All claims or Causes of Action, cross-claims and counterclaims
of the Debtors of any kind or nature whatsoever, against third parties arising
before the Confirmation Date that have not been disposed of prior to the
Confirmation Date shall be preserved except for such claims or Causes of Action,
cross-claims and counterclaims of the Debtors which have been released hereunder
or pursuant to a Final Order.
F. AVOIDANCE ACTIONS.
All of the Debtors' right, title and interest in and to Causes
of Action under Sections 543, 547, 548, 549 and 550 of the Bankruptcy Code will
be abandoned and released as of the Closing Date and may not be pursued by any
other party in interest.
G. CONTINUED CORPORATE EXISTENCE; DISSOLUTION OF CERTAIN DEBTORS.
76. Except for the Parent, the Debtors shall dissolve on
the Effective Date pursuant to applicable state law. The Parent has all the
power to wind up the affairs of the other Debtors under applicable state laws
in addition to all the rights, powers and responsibilities conferred by the
Bankruptcy Code and the Plan.
77. As soon as practicable following the Final Distribution
pursuant to the Plan, the Chief Operating Officer shall (i) effectuate the
dissolution of the Parent in accordance with the laws of the State of
Delaware and any other applicable law and (ii) resign as the Chief Operating
Officer of the Parent.
H. OFFICERS, ROLE OF CHIEF OPERATING OFFICER.
68
<PAGE>
78. From and after the Effective Date, the Chief Operating
Officer, the Vice President and Secretary shall serve as the officers and
directors of the Parent.
79. The Chief Operating Officer, or the Vice President and
Secretary, at the direction and discretion of the Chief Operating Officer,
shall execute, deliver, file or record such documents, instruments, releases
and other agreements and take such actions as may be necessary or appropriate
to effectuate and further evidence the terms and conditions of the Plan.
80. The Chief Operating Officer and the Vice President and
Secretary shall be compensated from the Operating Account. Any professionals
retained by the Chief Operating Officer shall be entitled to reasonable
compensation for services rendered and reimbursement of expenses incurred
from the Operating Account. After the Effective Date, payment of the fees and
expenses of the Chief Operating Officer, the Vice President and Secretary and
professionals retained by the Debtors during these Cases shall be made in the
ordinary course of business and shall not be subject to the approval of the
Bankruptcy Court.
I. DISSOLUTION OF CREDITORS' COMMITTEE.
The Creditors' Committee will continue in existence until the
Effective Date. On the Effective Date, (i) the Creditors' Committee will
dissolve and its members deemed released of their duties, responsibilities and
obligations in connection with the Debtors' Cases or the Plan and (ii) the
retention or employment of the Creditors' Committee's professionals and agents
shall terminate.
J. CANCELLATION OF NOTES/STOCK/INSTRUMENTS/AGREEMENTS.
All Common Stock, Preferred Stock and other ownership
interests of any of the Debtors and all notes, bonds, indentures, agreements,
contracts or other instruments or documents evidencing or creating any
indebtedness, obligation or liability of any of the Debtors shall be deemed
canceled on the Effective Date and shall have no force and effect against the
Debtors, except for the purpose of evidencing the right to participate in the
Distributions contemplated by the Plan. On the Effective Date, CellNet Data
Systems, Inc. and CellNet Funding, L.L.C. will cease to be reporting companies
under the Securities Exchange Act of 1934.
K. PROFESSIONAL FEES AND EXPENSES.
Each person requesting compensation in the Debtors' Cases
pursuant to sections 326, 327, 328, 330, 331, 503(b) or 1103 of the Bankruptcy
Code on account of services performed or Claims otherwise arising prior to the
date of the Confirmation Hearing shall file an application for allowance of
compensation and reimbursement of expenses on or prior to the 30th (thirtieth)
Business Day after such date. Failure to timely file and application for such
compensation shall result in the claim for such compensation being forever
barred. Objections to such applications shall be filed no later than 15
(fifteen) days after completion of service of such applications.
L. INSURANCE PRESERVATION.
69
<PAGE>
Nothing in the Plan, including any releases, shall diminish or
impair the enforceability of any Insurance Policies or other policies of
insurance that may cover any claims against the Debtors or any other Person.
M. RELEASE OF LIENS.
On the Effective Date, all mortgages, deeds of trust, Liens or
other security interests against the property of the Estates shall be released.
SECTION VI. CONDITIONS TO CONFIRMATION AND THE EFFECTIVE DATE
A. CONDITIONS TO CONFIRMATION OF THE PLAN
The Plan may not be confirmed unless the Disclosure Statement
Order has been entered.
B. CONDITIONS TO OCCURRENCE OF THE EFFECTIVE DATE.
The Effective Date is conditioned upon the following:
81. the entry of the Confirmation Order by the Bankruptcy
Court, more than ten (10) days have elapsed since the Confirmation Date, no
stay of the Confirmation Order is in effect and the Confirmation Order has
not been reversed, modified or vacated; and
82. the creation of the Distribution Account and the
Operating Account.
C. THE CONFIRMATION ORDER
If the Confirmation Order is vacated, pursuant to this Section
or otherwise, the Plan becomes null and void in all respects.
70
<PAGE>
SECTION VII. MISCELLANEOUS
A. RETENTION OF JURISDICTION.
Following the Effective Date, the Bankruptcy Court shall
retain such jurisdiction as is set forth in the Plan. Without in any manner
limiting the scope of the foregoing, the Bankruptcy Court shall retain
jurisdiction for the following purposes:
83. To determine the allowability, classification, priority
or subordination of Claims and Interests upon objection, or to estimate,
pursuant to section 502(c) of the Bankruptcy Code, the amount of any Claim
that is or is anticipated to be contingent or unliquidated as of the
Effective Date, or to hear proceedings to subordinate Claims or Interests
brought by any party in interest with standing to bring such objection or
proceeding;
84. To construe and enforce the Plan and the documents and
agreements filed in connection with the Plan and issue such orders as may be
necessary for the implementation, execution and consummation of the Plan;
85. To determine any and all applications for allowance of
compensation and expense reimbursement for periods on or before the Effective
Date, and to determine any other request for payment of administrative
expenses;
86. To determine all matters that may be pending before the
Bankruptcy Court on or before the Effective Date;
87. To resolve any dispute regarding the implementation or
interpretation of the Plan that arises at any time before the Cases are
closed, including determination, to the extent a dispute arises, of the
entities entitled to a Distribution within any particular Class of Claims;
88. To determine all applications, adversary proceedings,
contested matters and other litigated matters that were brought or that could
have been brought on or before the Effective Date;
89. To determine matters concerning local, state and
federal taxes in accordance with sections 346, 505 and 1146 of the Bankruptcy
Code, and to determine any tax claims that may arise against the Debtors as a
result of the transactions contemplated by the Plan;
90. To determine such other matters, or for such other
purposes, as may be provided in the Confirmation Order; and
91. To modify the Plan pursuant to section 1127 of the
Bankruptcy Code, or to remedy any apparent nonmaterial defect or omission in
the Plan, or to reconcile any nonmaterial inconsistency in the Plan so as to
carry out its intent and purposes.
71
<PAGE>
Prior to the Effective Date, the Bankruptcy Court shall retain
jurisdiction with respect to each of the foregoing items and all other matters
that were subject to its jurisdiction prior to the Effective Date.
B. EXCULPATION.
Except with respect to the express duties provided herein none
of the Debtors, nor any of their respective present or former members,
directors, officers, employees, advisors, attorneys, affiliates, subsidiaries or
agents, shall have or incur any liability to any holder of a Claim or Interest,
or members of the Committee, or any other party in interest, or any of their
respective agents, employees, representatives, financial advisors or attorneys,
or any of their successors or assigns, for any act or omission in connection
with, relating to, or arising out of these Cases, the pursuit of confirmation of
the Plan, or the consummation of the Plan, except for their willful misconduct,
and in all respects shall be entitled to reasonably rely upon the advice of
counsel with respect to their duties and responsibilities under the Plan or in
the context of these Cases. Except with respect to the express duties provided
herein, no holder of a Claim or Interest, or members of the Committee, or any
other party in interest, including their respective agents, employees,
representatives, financial advisors, or attorneys, shall have any right of
action against the Debtors, or any of their respective present or former
members, directors, officers, employees, advisors, attorneys, affiliates,
subsidiaries or agents, for any act or omission in connection with, relating to,
or arising out of, these Cases, the pursuit of confirmation of the Plan, the
consummation of the Plan or the administration of the Plan, except for their
willful misconduct.
C. TERMS BINDING.
On the Effective Date, all provisions of the Plan, including
all agreements, instruments and other documents filed in accordance with the
Plan and executed by the Debtors in connection with the Plan, shall be binding
upon the Debtors, all Claim and Interest holders and all other entities that are
affected in any manner by the Plan. All agreements, instruments and other
documents filed in connection with the Plan shall have full force and effect,
and shall bind all parties thereto as of the Effective Date, whether or not such
exhibits actually shall be executed by parties other than the Debtors or shall
be issued, delivered or recorded on the Effective Date or thereafter.
D. ADDITIONAL TERMS OF OTHER INSTRUMENTS.
The agreements entered into pursuant to the Plan shall contain
such other terms, not inconsistent with the provisions of the Plan, as are
reflected in the forms of such agreements and related documents filed with the
Bankruptcy Court at least five (5) days prior to the Confirmation Hearing. Any
modification of the documents after such date shall be treated as a Plan
modification and shall be governed by section 1127 of the Code.
72
<PAGE>
E. PAYMENT DATES.
Whenever any payment to be made under the Plan is due on a day
other than a Business Day, such payment shall instead be made, without interest,
on the next succeeding Business Day.
F. SUCCESSORS AND ASSIGNS.
The rights, benefits and obligations of any person named or
referred to in the Plan shall be binding upon, and shall inure to the benefit
of, the heir, executor, administrator, successor or assignee of such person.
G. INCONSISTENCIES.
In the event that there is any inconsistency between the Plan
and the Disclosure Statement, any exhibit to the Plan or any other instrument or
document created or executed pursuant to the Plan, the Plan shall govern.
H. COMPLIANCE WITH APPLICABLE LAW.
It is intended that the provisions of the Plan (including the
implementation thereof) shall be in compliance with all applicable laws and any
rules and regulations promulgated thereunder. If the Debtors conclude that the
Plan may not comply with applicable law, then and in such event the Debtors
intend to amend the Plan in such respects as they deem necessary to bring the
Plan into compliance therewith.
I. GOVERNING LAW.
Except to the extent that the Bankruptcy Code or any other
federal law is applicable or to the extent the law of a different jurisdiction
is validly elected by the Debtors, the rights, duties and obligations arising
under the Plan shall be governed in accordance with the substantive laws of the
United States of America and, to the extent federal law is not applicable, the
State of Delaware.
J. MODIFICATION OF PLAN.
The Plan may be modified pursuant to section 1127 of the
Bankruptcy Code.
K. HEADINGS.
The headings used in the Plan are inserted for convenience
only and neither constitute a portion of the Plan nor in any manner affect the
construction thereof.
73
<PAGE>
Dated: June 2, 2000 CELLNET DATA SYSTEMS, INC.,
Debtor and Debtor In Possession
/s/ John S. Dubel
-----------------------------
By: John S. Dubel
Title: Chief Operating Officer
CELLNET FUNDING, L.L.C.,
Debtor and Debtor In Possession
/s/ John S. Dubel
-----------------------------
By: John S. Dubel
Title: Chief Operating Officer
CELLNET DATA RETROFIT SERVICES INC.,
Debtor and Debtor In Possession
/s/ John S. Dubel
-----------------------------
By: John S. Dubel
Title: Chief Operating Officer
CELLNET DATA SERVICES, INC.,
Debtor and Debtor In Possession
/s/ John S. Dubel
------------------------------
By: John S. Dubel
Title: Chief Operating Officer
CELLNET DATA SERVICES (AZ), INC.
Debtor and Debtor In Possession
/s/ John S. Dubel
-----------------------------
By: John S. Dubel
Title: Chief Operating Officer
74
<PAGE>
CELLNET DATA SERVICES (CA), INC.,
Debtor and Debtor In Possession
/s/ John S. Dubel
-----------------------------------
By: John S. Dubel
Title: Chief Operating Officer
CELLNET DATA SERVICES (IS), INC.,
Debtor and Debtor In Possession
/s/ John S. Dubel
---------------------------------
By: John S. Dubel
Title: Chief Operating Officer
CELLNET DATA SERVICES (KC), INC.,
Debtor and Debtor In Possession
/s/ John S. Dubel
----------------------------------
By: John S. Dubel
Title: Chief Operating Officer
CELLNET DATA SERVICES (ME), INC.,
Debtor and Debtor In Possession
/s/ John S. Dubel
-----------------------------------
By: John S. Dubel
Title: Chief Operating Officer
CELLNET DATA SERVICES (MSP), INC.,
Debtor and Debtor In Possession
/s/ John S. Dubel
------------------------------------
By: John S. Dubel
Title: Chief Operating Officer
75
<PAGE>
CELLNET DATA SERVICES (NH), INC.,
Debtor and Debtor In Possession
/s/ John S. Dubel
-----------------------------------
By: John S. Dubel
Title: Chief Operating Officer
CELLNET DATA SERVICES (PA), INC.,
Debtor and Debtor In Possession
/s/ John S. Dubel
------------------------------------
By: John S. Dubel
Title: Chief Operating Officer
CELLNET DATA SERVICES (SF), INC.,
Debtor and Debtor In Possession
/s/ John S. Dubel
----------------------------------
By: John S. Dubel
Title: Chief Operating Officer
CELLNET DATA SERVICES (SL), INC.,
Debtor and Debtor In Possession
/s/ John S. Dubel
----------------------------------
By: John S. Dubel
Title: Chief Operating Officer
CELLNET DATA SERVICES (TX), INC.,
Debtor and Debtor In Possession
/s/ John S. Dubel
----------------------------------
By: John S. Dubel
Title: Chief Operating Officer
76
<PAGE>
CN HOLDINGS, INC.,
Debtor and Debtor In Possession
/s/ John S. Dubel
--------------------------
By: John S. Dubel
Title: Chief Operating Officer
CN HOLDINGS (TX), INC.,
Debtor and Debtor In Possession
/s/ John S. Dubel
--------------------------
By: John S. Dubel
Title: Chief Operating Officer
CN FREQUENCY (ME), INC.,
Debtor and Debtor In Possession
/s/ John S. Dubel
--------------------------
By: John S. Dubel
Title: Chief Operating Officer
CN FREQUENCY (NH), INC.,
Debtor and Debtor In Possession
/s/ John S. Dubel
--------------------------
By: John S. Dubel
Title: Chief Operating Officer
CN FREQUENCY (PA), INC.,
Debtor and Debtor In Possession
/s/ John S. Dubel
--------------------------
By: John S. Dubel
Title: Chief Operating Officer
77
<PAGE>
CN FREQUENCY (SF), INC.,
Debtor and Debtor In Possession
/s/ John S. Dubel
--------------------------
By: John S. Dubel
Title: Chief Operating Officer
CN PARTNERS (TX), L.P.,
Debtor and Debtor In Possession
by its General Partner, CellNet Data
Systems (TX), Inc.
/s/ John S. Dubel
---------------------------
By: John S. Dubel
Title: Chief Operating Officer
78
<PAGE>
Schedule I
SUBSIDIARY DEBTORS
CellNet Funding, L.L.C.
CellNet Data Retrofit Services, Inc.
CellNet Data Services, Inc.
CellNet Data Services (AZ), Inc.
CellNet Data Services (CA), Inc.
CellNet Data Services (IS), Inc.
CellNet Data Services (KC), Inc.
CellNet Data Services (ME), Inc.
CellNet Data Services (MSP), Inc.
CellNet Data Services (NH), Inc.
CellNet Data Services (PA), Inc.
CellNet Data Services (SF), Inc.
CellNet Data Services (SL), Inc.
CellNet Data Services (TX), Inc.
CN Holdings, Inc.
CN Holdings (TX), Inc.
CN Frequency (ME), Inc.
CN Frequency (NH), Inc.
CN Frequency (PA), Inc.
CN Frequency (SF), Inc.
CN Partners (TX), L.P.
79
<PAGE>
Schedule II
EXECUTORY CONTRACTS AND
UNEXPIRED LEASES NOT REJECTED
PURSUANT TO THE PLAN
[Schedule Omitted -- Schedule is on file with the Bankruptcy Court.]
80
<PAGE>
Schedule III
ESTIMATED ALLOWED CLAIM SCHEDULE
To be provided at the hearing on the Disclosure Statement.
82
