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EXHIBIT 99.7
UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF OHIO
EASTERN DIVISION
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In re: : Case No. 99-52111
:
DEVLIEG-BULLARD, INC., : Chapter 11
a Delaware corporation, :
: Judge Marilyn Shea-Stonum
Debtor. :
:
(Employer Tax I.D. No. 62-1270573) :
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NOTICE OF DEBTOR'S MOTION FOR AN ORDER (A) AUTHORIZING
THE SALE OF SUBSTANTIALLY ALL OF ITS ASSETS FREE AND
CLEAR OF LIENS, CLAIMS, ENCUMBRANCES AND INTERESTS AND
(B) AUTHORIZING ASSUMPTION AND ASSIGNMENT OF CERTAIN
CONTRACTS AND LEASES AND REJECTION OF OTHERS, AND HEARING THEREON
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TO: ALL EQUITY SECURITY HOLDERS
PLEASE TAKE NOTICE THAT, on June 9, 2000, the above-captioned debtor
and debtor in possession ("Debtor") filed Debtor's Motion for an Order (A)
Authorizing the Sale of Substantially All of Its Assets Free and Clear of Liens,
Claims, Encumbrances, and Interests, and (B) Authorizing Assumption and
Assignment of Certain Contracts and Leases and Rejection of Others (the "Sale
Motion"), seeking authorization to sell substantially all of Debtor's assets to
KPS Special Solutions Fund, L.P. or its designee ("KPS"), pursuant to an Asset
Purchase Agreement attached as an exhibit to the Sale Motion, or to a party that
submits a higher and better offer, in accordance with sections 363 and 365 of
the Bankruptcy Code, 11 U.S.C. ss.ss. 101-1330 (the "Bankruptcy Code"), Rules
6004 and 6006 of the Federal Rules of Bankruptcy Procedure ("Bankruptcy Rules"),
and in accordance with the competing offers procedures established by the Court.
1. ASSETS TO BE SOLD AND PURCHASE PRICE: The property to be sold
includes the right, title and interest in and to substantially all of Debtor's
material tangible and intangible assets located at and relating to its
facilities in Illinois, Pennsylvania, Ohio, Michigan, Connecticut and
California. The assets include but are not limited to, cash on hand, equipment
and other fixed assets, ownership interests in other entities, intellectual
property, inventory, prepaid expenses and taxes, accounts receivable, and causes
of action. In consideration for these assets, KPS will pay Debtor approximately
$31.55 million, including cash at closing in the approximate amount of $18.8
million, a $1 million note due in one year, and a $11.75 million cash flow note
due in seven years. KPS will also assume certain liabilities, including the
priority wage/severance pay claims of retained employees, trade and ordinary
course payables arising after the bankruptcy filing, and the obligations under
the contracts and leases it will assume.
2. NATURE AND EXPLANATION OF SALE: Pursuant to sections 363(b) and
363(f) of the Bankruptcy Code, Debtor seeks authority to sell its assets free
and clear of any liens, claims, encumbrances, and interests. Creditors and other
parties in interest should consult the Asset Purchase Agreement attached as
Exhibit A to the Sale Motion as filed with the Court for specific information
concerning the terms of the sale. The proceeds of the sale shall be distributed
pursuant to an Order of the Court and will fund any plan of reorganization or
liquidation of the Debtor.
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3. EFFECT ON EQUITY SECURITY HOLDERS: BASED ON THE PURCHASE PRICE OF
THE SALE, THE AMOUNT OF SECURED AND UNSECURED CREDITOR CLAIMS, AND THE PRIORITY
SCHEME OF THE BANKRUPTCY CODE, IT IS HIGHLY UNLIKELY THAT THERE WILL BE ANY
DISTRIBUTION TO EQUITY SECURITY HOLDERS.
PLEASE TAKE FURTHER NOTICE THAT the Sale Motion and the Exhibits
attached thereto are on file with the Clerk of Courts for the United States
Bankruptcy Court for the Northern District of Ohio, Eastern Division at Akron,
U.S. Courthouse, 2 South Main Street, Courtroom 250, Akron, Ohio 44308. Copies
of the Sale Motion may be obtained, upon request and at such requesting party's
expense, by contacting DeBorah G. Marshall, McDonald, Hopkins, Burke & Haber
Co., L.P.A., 2100 Bank One Center, 600 Superior Avenue, East, Cleveland, Ohio
44114, telephone number 216/348-5400, facsimile number 216/344-5401 or e-mail
[email protected];
PLEASE TAKE FURTHER NOTICE THAT A HEARING on the Sale Motion WILL BE
HELD ON AN EXPEDITED BASIS (SUBJECT TO AN ADJOURNMENT BASED ON THE SHOWING OF
DEMONSTRABLE AND SUBSTANTIAL PREJUDICE TO AN INTERESTED PARTY THAT WOULD
OUTWEIGH HARM TO THE ESTATE WERE THERE SUCH AN ADJOURNMENT), PURSUANT TO COURT
ORDER, ON TUESDAY, JUNE 27, 2000 AT 11:00 A.M., E.T., at the United States
Bankruptcy Court for the Northern District of Ohio, Eastern Division at Akron,
U.S. Courthouse, 2 South Main Street, Courtroom 250, Akron, Ohio 44308. Parties
in interest have a right to object to this expedited hearing, but such
objections must be filed and served within the time period, and in the manner,
set forth in the next paragraph. If COMPETING BIDS for the Assets are received
by the DEADLINE OF NOON, JUNE 23, 2000, an AUCTION WILL BE HELD in the
Bankruptcy Courtroom on JUNE 27, 2000 AT 8:30 A.M. prior to the hearing.
PLEASE TAKE FURTHER NOTICE THAT OBJECTIONS, if any, to the Sale Motion
SHALL BE BOTH FILED with the Court AND SERVED on the following parties SO THAT
THEY ARE RECEIVED NO LATER THAN NOON, E.T. ON JUNE 23, 2000:
Sean D. Malloy, Esq. Lenore Kleinman, Esq.
McDonald, Hopkins, Burke Telephone: (216) 552-7800
& Haber Co., L.P.A. Facsimile: (216) 552-7193
Telephone: (216) 348-5400 COUNSEL FOR U.S. TRUSTEE
Facsimile: (216) 348-5474
COUNSEL FOR DEBTOR G. Christopher Meyer, Esq.
Squire, Sanders & Dempsey LLP
Marc E. Hirschfield, Esq.. Telephone: (216) 479-8500
Dewey Ballantine LLP Facsimile: (216) 479-8780
Telephone: (212) 259-8000 COUNSEL FOR CREDITORS' COMMITTEE
Facsimile: (212) 259-6333
COUNSEL FOR CIT GROUP/BUSINESS CREDIT, INC.
PLEASE TAKE FURTHER NOTICE THAT a TELEPHONIC PREHEARING on the Sale
Motion may be held on MONDAY, JUNE 26, 2000 AT 1:30 P.M. if the Court determines
that there are matters that must be considered at such time. Parties wishing to
participate should contact Debtor's counsel at the telephone number appearing
above no later than 10:00 a.m., June 26, 2000.
June 9, 2000 /s/ Shawn M. Riley
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Shawn M. Riley (0037235)
McDONALD, HOPKINS, BURKE
& HABER CO., L.P.A.
ATTORNEYS FOR DEBTOR
AND DEBTOR IN POSSESSION
