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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20459
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 14, 1997
UNITED FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-10443 74-2029669
(State or other jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
5847 San Felipe Plaza, Suite 2600, Houston, Texas 77057
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 713/267-3781
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Item 3. Bankruptcy or Receivership.
On January 14, 1997, the Registrant filed a petition for protection
pursuant to the United States Bankruptcy laws in the Bankruptcy Court sitting in
the state of Delaware (the Honorable Helen Balick presiding). The petition seeks
protection under Chapter 11, and the Registrant is seeking confirmation of its
filed plan of reorganization. A hearing before the Bankruptcy Court on the
Registrant's Disclosure Statement is scheduled for February 28, 1997.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
2.1 Registrant's Plan of Reorganization dated January 14, 1997--filed
herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNITED FINANCIAL GROUP, INC.
By: /s/ PAUL N. SCHWARTZ
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Paul N. Schwartz
President
DATE: January 15, 1997
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: )
) Chapter 11
UNITED FINANCIAL GROUP, INC., )
) Case No. 97-54 (HSB)
Debtor. )
PLAN OF REORGANIZATION
United Financial Group, Inc. ("UFG" or the "Debtor") hereby proposes
this Plan of Reorganization under chapter 11 of title 11 of the United States
Code. This Plan is submitted pursuant to a Settlement Agreement, dated as of
December 9, 1995, by and among the Debtor, the FDIC (as defined hereinbelow),
OTS (as defined hereinbelow), FTC (as defined hereinbelow) and Nu-West (as
defined hereinbelow) (the "Settlement Agreement").
ARTICLE I
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DEFINITIONS
Unless the context requires otherwise, the following terms shall have
the meanings set forth below when used in initially-capitalized form in this
Plan. Any term used in this Plan and not defined herein, but defined in the
Bankruptcy Code, has the meaning given to such term in the Bankruptcy Code. To
the extent terms are defined other than in Article I of this Plan, capitalized
terms used herein shall have the meanings set forth in such other Section or
Article of this Plan.
1.1 Administrative Claim. Collectively, any cost or expense of
administration of the Chapter 11 Case allowed pursuant to (S) 503(b) of the
Bankruptcy
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Code and referred to in (S) 507(a)(1) of the Bankruptcy Code, including, without
limitation, any actual and necessary costs and expenses incurred after the
commencement of the Chapter 11 Case, compensation for legal and other services,
and reimbursement of other expenses allowed under (S)(S) 330(a) and 331 of the
Bankruptcy Code.
1.2 Administrative Claimants' Fund. A fund in the amount of not
less than $100,000, which shall be established by Debtor on or before the
Distribution Date for the purpose of making distributions to holders of
Administrative Claims pursuant to Sections 3.2 and 3.3 hereunder.
1.3 Allowed. With respect to Claims, (a) any Claim against the
Debtor, proof of which was timely filed with the Clerk of the Bankruptcy Court
or by order of the Bankruptcy Court was not required to be filed, or (b) any
Claim that has been, or hereafter is, listed in the Schedules filed by the
Debtor as liquidated in amount and not disputed or contingent; provided in both
such cases that either (i) no objection to the allowance thereof, in whole or in
part, has been filed within the time fixed by the Bankruptcy Court for the
filing of such objections, or (ii) an objection has been filed and the Claim has
been allowed by a Final Order (but only to the extent so allowed). If an
objection to allowance has been filed, the Claim shall be an Allowed Claim to
the extent of the amount that is not in dispute. Unless otherwise expressly
specified in this Plan, an Allowed Claim shall not include interest on such
Claim from and after the Filing Date; and provided further that if FDIC and OTS
do not receive the Distribution contemplated by Section 4.2.2 hereinbelow within
ten (10) business days after the Effective Date, interest shall accrue on such
amount from and after the Effective Date at the annual rate for one (1) year
United States Treasury Bills as reported under "Money Rates" in The Wall Street
Journal as of the Effective Date.
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1.4 Allowed Priority Claim. A Priority Claim to the extent it is
Allowed.
1.5 Allowed Secured Claim. A Secured Claim to the extent it is
Allowed.
1.6 Allowed Unsecured Claim. An Unsecured Claim to the extent it is
Allowed.
1.7 Assets. All property of any nature whatsoever, real or
personal, tangible or intangible, owned by the Debtor as set forth in (S) 541 of
the Bankruptcy Code.
1.8 Ballot. The form or forms that will be distributed along with
the Disclosure Statement to holders of Claims in classes that are impaired under
this Plan with which the holders of Impaired Claims or Interests may use to
vote to accept or reject the Plan.
1.9 Bankruptcy Code. Title 11 of the United States Code, as now in
effect or hereafter amended.
1.10 Bankruptcy Court. The United States Bankruptcy Court for the
District of Delaware and the United States District Court for the District of
Delaware with respect to any proceeding or portion of the Chapter 11 Case as to
which it has withdrawn reference.
1.11 Bankruptcy Rules. The Federal Rules of Bankruptcy Procedure, as
now in effect or hereafter amended.
1.12 Cash. Cash, cash equivalents and other readily marketable
securities, instruments or notes.
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1.13 Causes of Action. Any and all of the Debtor's actions, causes of
action (including, without limitation, any causes of action under (S)(S) 502,
510, 542, 544, 547, 548, 549 or 550 of the Bankruptcy Code), liabilities, suits,
debts, sums of money, accounts, reckonings, covenants, contracts, controversies,
agreements, promises, rights, variances, trespasses, damages, judgments,
executions, claims, objections to Claims and demands whatsoever, whether known
or unknown, in law, equity or otherwise.
1.14 Chapter 11 Case. UFG's Chapter 11 case pending before the
Bankruptcy Court as Case No. 97-__ (HSB).
1.15 Claim. Any right to (a) payment from the Debtor, whether or not
such right is reduced to judgment, liquidated, unliquidated, fixed, contingent,
matured, unmatured, disputed, undisputed, legal, equitable, secured, or
unsecured, or (b) an equitable remedy for breach of performance if such breach
gives rise to a right to 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.
1.16 Claimant. The holder of a Claim.
1.17 Confirmation Date. The date on which the Bankruptcy Court
enters the Confirmation Order.
1.18 Confirmation Order. The order of the Bankruptcy Court
confirming this Plan.
1.19 Creditor. Any Person that holds a Claim.
1.20 Debtor. United Financial Group, Inc.
1.21 Disallowed Claim. Every Claim or portion thereof that (a) is
scheduled by the Debtor as disputed, contingent or unliquidated and in respect
of which a
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proof of claim is not timely filed, or (b) is not listed in the Schedules filed
by the Debtor and in respect of which a proof of claim is not timely filed, or
(c) has been disallowed by a Final Order.
1.22 Disclosure Statement. The Disclosure Statement prepared in
connection with this Plan pursuant to (S) 1125 of the Bankruptcy Code, as such
document may be modified or amended from time to time, including all exhibits
and attachments thereto.
1.23 Disputed Claim. Any Claim (a) that is scheduled by the Debtor
as disputed, contingent or unliquidated, or (b) proof of which has been filed
and an objection to the allowance thereof, in whole or in part, has been or is
filed with the Clerk of the Bankruptcy Court within the time fixed by the
Bankruptcy Court for the filing of such objections and which objection has not
been (i) withdrawn or settled or (ii) determined by a Final Order. To the
extent an objection relates to the allowance of only a part of a Claim, that
claim shall be a Disputed Claim only to the extent of the objection. The
non-disputed portion shall be treated as an Allowed Claim. Any portion of a
Disputed Claim that is withdrawn, settled or released or determined by a Final
Order and that does not thereby become an Allowed Claim shall automatically be a
Disallowed Claim.
1.24 Distribution. The cash, stock or other property to be
distributed under this Plan to holders of Allowed Claims.
1.25 Distribution Date. The Effective Date.
1.26 Effective Date. The date the Confirmation Order becomes a Final
Order, and all conditions precedent herein have been properly met or waived, it
being understood that the effectiveness of this Plan shall be contemporaneous
therewith.
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1.27 FDIC. The Federal Deposit Insurance Corporation as manager of
the FSLIC Resolution Fund, as successor to FSLIC as receiver of the USAT, and in
its corporate and other capacities.
1.28 FDIC Claims. All Claims of FDIC against UFG, including the Net
Worth Claim and the Tax Refund Claim.
1.29 Final Order. An order of the Bankruptcy Court that has not been
reversed, stayed, modified or amended and as to which the time to appeal,
petition for certiorari, or seek reargument or rehearing has expired or as to
which any right to appeal, petition for certiorari or seek reargument or
rehearing has been waived in writing in a manner satisfactory to the Debtor, or
if such order is appealed, or reargument, certiorari or rehearing has been
sought, the order or judgment has been affirmed by the highest court to which
the order was appealed or certiorari is denied and no further appeal or petition
for certiorari can be taken or granted.
1.30 FSLIC. The Federal Savings and Loan Insurance Corporation.
1.31 FTC. First Trust of California National Association ("FTC"), as
successor to Bank of America National Trust and Savings Association, not in its
corporate capacity but solely as Indenture Trustee under that certain Indenture
dated as of June 1, 1978, as amended and supplemented, acting on behalf of the
holders of UFG's 9% Secured Sinking Fund Debentures issued in connection with an
acquisition by Houston First, a predecessor of USAT.
1.32 FTC Claim. The Claim of FTC for repayment of the principal and
any other sums due on UFG's 9% Secured Sinking Fund Debentures referred to in
Section 1.31 hereinabove.
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1.33 Government Allowed Priority Claim. The definition ascribed to
such term in Section 4.2.2 hereunder.
1.34 Government/FTC/Nu-West Allowed Unsecured Claim. The definition
ascribed to such term in Section 4.3.2 hereunder.
1.35 Impaired. (a) With respect to any class of Claims or Interests,
the treatment under this Plan of any or all Claims or Interests within such
class that alters the legal, equitable and/or contractual rights to which such
Claims or Interests entitle the holders thereof, or (b) with respect to any
class of Claims, this Plan does not provide for cash payments on the
Distribution Date equal to the allowed amount of each Claim, or (c) with respect
to the class of Interests, this Plan does not provide for cash payments on the
Distribution Date equal to the greater of (i) any fixed liquidation preference
to which the terms of any security representing any Interest entitles the
holder, or (ii) any fixed price at which the Debtor, under the terms of such
security, may redeem such security from such holder, or (d) with respect to any
class of Claims or Interests, this Plan does not otherwise meet the requirements
of (S) 1124 of the Bankruptcy Code.
1.36 Interests. The rights of holders of any of UFG's issued and
outstanding capital stock.
1.37 Net Worth Claim. All Claims against UFG belonging to FDIC
and/or OTS arising out of UFG's alleged failure to comply with a signed, written
commitment to maintain the net worth of USAT at a level consistent with that
required by 12 C.F.R. (S) 563.13(b), which FDIC and OTS assert are Priority
Claims under (S)(S) 507(a)(9) and 365(o) of the Bankruptcy Code, in an amount
not less than $150,000,000, exclusive of interest.
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1.38 New Common Stock. One share of common stock, par value $.01 per
share, authorized by the amended and restated certificate of incorporation of
the Reorganized Debtor, which is to be distributed by the Debtor on the
Effective Date to be held in trust for creditors of UFG.
1.39 Nu-West. Nu-West Florida, Inc.
1.40 Nu-West Claim. The Claim of Nu-West for repayment of principal
and accrued dividends owing under a Preferred Stock Purchase Agreement, dated
December 16, 1982, with respect to 58,725 shares of UFG Series B $13 Cumulative
Preferred Stock.
1.41 OTS. The Office of Thrift Supervision.
1.42 OTS Claim. All claims of OTS against UFG, Including, but not
limited to, the New Worth Claim.
1.43 Party in Interest. The Debtor, a creditors' committee, a
Creditor, an equity securityholder or an indenture trustee.
1.44 Person. An individual, corporation, partnership, joint venture,
trust, estate, unincorporated company or association, governmental unit or any
other form of legal entity.
1.45 Petition Date. January 14, 1997.
1.46 Plan. This Plan of Reorganization, including, without
limitation, any and all exhibits attached hereto, and any duly filed amendments
or modifications hereto.
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1.47 Priority Claim. Any Claim other than an Administrative Claim to the
extent entitled to priority in right of payment under (S) 507(a) of the
Bankruptcy Code, except Claims under (S) 507(a)(1), (S) 507(a)(8) thereof.
1.48 Professional Persons. Attorneys, accountants, appraisers, auctioneers,
or other professionals within the meaning of (S) 327 of the Bankruptcy Code
employed by the Debtor with the approval of the Bankruptcy Court.
1.49 Reorganized Debtor. UFG on and after the Effective Date.
1.50 Schedules. The schedules of assets and liabilities filed by the Debtor
with the Bankruptcy Court as they may be amended or supplemented from time to
time in accordance with Bankruptcy Rule 1009.
1.51 Secured Claim. A Claim to the extent of the amount of such Claim that
is secured by a valid, unavoidable lien on or against the Assets.
1.52 Tax Claim. Tax Claim shall mean any Allowed Claim of a governmental
unit (including the Internal Revenue Service) for taxes entitled to priority
status pursuant to (S) 507(a)(8) of the Bankruptcy Code, it being understood and
agreed that any "Tax Claim" shall not include the Tax Refund Claim.
1.53 Tax Refund Claim. All Claims against UFG belonging to FDIC and arising
out of UFG's alleged failure to remit to USAT federal consolidated income tax
refunds that are alleged to be attributable to the earnings history of USAT, and
asserted by FDIC to be in an amount of not less than $12,000,000, inclusive of
alleged interest.
1.54 Unsecured Claim. A Claim to the extent of the amount of such Claim that
is neither secured by a valid unavoidable lien on or in the Debtor's Assets nor
based on a right of setoff pursuant to (S) 553 of the Bankruptcy Code.
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1.55 Unsecured Creditor's Fund. A fund established from all of the Assets of
Debtor remaining after (i) the establishment of the Administrative Claimants'
Fund and (ii) distributions to holders of Class 1 Secured Claims and Class 2
Priority Claims have been made. The Unsecured Creditors' Fund shall be
established on or before the Distribution Date for the purpose of making
Distributions to holders of Class 3 Allowed Unsecured Claims pursuant to Article
IV hereunder.
1.56 USAT. United Savings Association of Texas.
ARTICLE II
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CLASSIFICATION OF CLAIMS AND INTERESTS
2.1 Designation of Classes of Claims and Interests. The following is a
designation of classes of Claims and Interests. Claims and expenses of
Professional Persons and other Administrative or Tax Claims of the kind
specified in (S) 507(a)(1), (S) 507(a)(2) or (S) 507(a)(8) of the Bankruptcy
Code have not been classified and are excluded from the following classes in
accordance with (S) 1123(a)(1) of the Bankruptcy Code. The treatment of such
Claims is set forth in Article III hereof.
2.2 Class 1 (Secured Claims). All Allowed Secured Claims.
2.3 Class 2 (Priority Claims). All Allowed Priority Claims.
2.4 Class 3 (Unsecured Claims). All Allowed Unsecured Claims.
2.5 Class 4 (Interests). Any Interest in the Debtor.
ARTICLE III
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TREATMENT OF ADMINISTRATIVE EXPENSES
AND CERTAIN PRIORITY CLAIMS
3.1 Aggregate Administrative Claim Distribution. The amount of $100,000
shall be deposited into the Administrative Claimants' Fund. The aggregate of
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distributions pursuant to sections 3.2 and 3.3 hereinbelow will not exceed
$100,000 without the prior written approval of FDIC and OTS, which approval
shall not be unreasonably withheld. Pursuant to the Settlement Agreement, the
Debtor shall provide twenty (20) business days prior written notice to FDIC and
OTS of any anticipated disbursement(s) or payment(s) that will cause the Debtor
to exceed the $100,000 amount. If the FDIC or OTS withholds approval for
additional deposit(s) to the Administrative Claimants' Fund exceeding $100,000
and the Debtor believes such withholding(s) of consent is (are) unreasonable,
the Debtor may move before the Court for authority to make such additional
deposit(s) to the Administrative Claimants' Fund.
3.2 Claims and Expenses of Professional Persons. Those Professional Persons
and other persons who may be entitled to an allowance of compensation and
reimbursement of expenses pursuant to (S) 503(b)(2) of the Bankruptcy Code shall
be paid exclusively from the Administrative Claimants' Fund in Cash the amount
awarded to such Professional Persons or other Persons by order of the Bankruptcy
Court as soon as practical (i) in accordance with prior orders of the Bankruptcy
Court, or (ii) after the date on which the Bankruptcy Court enters an order
awarding the compensation or reimbursement of expenses to such Profession
Persons or other Persons.
3.3 Other Claims. Each holder of an Allowed Administrative Claim (other
than a Claim of a Professional Person) shall be paid in Cash exclusively from
the Administrative Claimants' Fund the amount of such Allowed Claim on the later
of (a) the Distribution Date or (b) thirty (30) days after the date such claim
becomes an Allowed Administrative Claim, unless the holder shall agree to
different treatment of such Claim or
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unless the ordinary business terms applicable to any such obligation would
permit otherwise, in which event it shall be paid in accordance with such terms.
3.4 Tax Claims under (S) 507(a)(8) of the Bankruptcy Code. Each holder of a
Tax Claim entitled to priority under (S) 507(a)(8) of the Bankruptcy Code shall
be paid in Cash the amount of such Allowed Claim on the later of (a) the
Distribution Date or (b) thirty (30) days after the date such Claim becomes an
Allowed Tax Claim, as applicable, whichever is later, unless the holder shall
have agreed to different treatment of such Claim or unless the ordinary business
terms applicable to any such obligation would permit otherwise, in which event
it shall be paid in accordance with such terms.
ARTICLE IV
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TREATMENT OF CLASSES OF CLAIMS AND INTERESTS
4.1 Class 1 Secured Claims. Debtor believes that there are no Secured
Claims. However, to the extent that there may be Allowed Secured Claims, each
holder of an Allowed Class 1 Claim will be paid in the full amount of such
Claim as soon as practical after the Effective Date, either by (i) payment in
Cash, (ii) abandonment of the property securing the Class 1 Claim to the holder
of such Claim, or (iii) such other treatment as agreed between the Debtor and
the holder of the Class 1 Claim. Persons asserting rights to setoff will be
permitted to set off such amounts, without further court order, as the Debtor
agrees in writing. To the extent the Debtor and any person asserting a right to
setoff disagree as to the amount subject to setoff, the Bankruptcy Court shall
determine the appropriate setoff amount upon the request of any party.
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4.2 Class 2 Priority Claims.
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4.2.1 General. Each holder of an Allowed Class 2 Priority Claim shall
receive Cash in the amount of such Class 2 Allowed Claim on the Distribution
Date, unless the holder shall have agreed to different treatment of such Claim.
Each holder of a Disputed Class 2 Priority Claim shall receive Cash in the
amount of such Claim that is ultimately Allowed as soon as practical after the
date on which the order allowing such Claim becomes a Final Order. Debtor
believes that there are no Class 2 Priority Claims other than the Government
Allowed Priority Claim and those scheduled as such on its Schedules filed with
the Bankruptcy Court.
4.2.2 Government Allowed Priority Claim. FDIC and OTS have asserted
that they have Priority Claims pursuant to (S)(S) 507(a)(9) and 365(o) of the
Bankruptcy Code, which the Debtor has disputed. In furtherance of the Settlement
Agreement, and to provide for the payment of the minimum amounts referred to
therein, FDIC, OTS, FTC, Nu-West and the Debtor, without waiving their arguments
as to the validity and/or priority of those Claims, have agreed that the Net
Worth Claims of FDIC and OTS shall be combined, fixed and compromised solely for
purposes of this Plan, so as to provide FDIC and OTS, jointly, with a minimum
Distribution of $11,000,000 as an Allowed Priority Claim (defined collectively
as the "Government Allowed Priority Claim"), subject to the FDIC and/or OTS
agreeing to distribute, and so distributing, no later than three (3) business
days after the Distribution Date from the foregoing sum the amount of $1,360,000
(12.3636%) to FTC and the amount of $190,000 (1.72731%) to Nu-West. In exchange
for such agreements, the Debtor has, without waiving its arguments as to the
validity and/or priority of the Claims of the FDIC and/or the OTS, agreed to
classify
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the foregoing Claims as the Government Allowed Priority Claim. Notwithstanding
the foregoing, FDIC and OTS shall have the right to submit the balance of their
Net Worth Claims, in excess of $11,000,000 together with any Unsecured Claims
they may have, as part of the Government Allowed Unsecured Claim provided for in
Section 4.3.2 hereinbelow, and subject to the limitations set forth herein.
4.3 Class 3 Claims of Unsecured Creditors. Claimants holding Allowed
Unsecured Claims shall be afforded the following treatment:
4.3.1 General. Except as set forth in Section 4.3.2 below, each holder
of an Allowed Unsecured Claim in Class 3 shall receive as soon as practicable
after the Effective Date a pro rata Distribution from the Unsecured Creditors'
Fund in the proportion that such Creditor's Allowed Unsecured Claim bears to the
total amount of all Allowed Unsecured Claims, until the Unsecured Creditors'
Fund is liquidated and the proceeds thereof disbursed.
4.3.2 Government/FTC/Nu-West Allowed Unsecured Claim.
Pursuant to the Settlement Agreement, FDIC, OTS, FTC and Nu-West have agreed
with Debtor that any Distribution received by any of them in excess of the
amounts provided in Section 4.2.2. hereinabove will be distributed among
FDIC/OTS, FTC and Nu-West in the following percentages:
FDIC/OTS 85.90909%
FTC 12.36360%
Nu-West 1.72731%
Debtor, FDIC, OTS, FTC and Nu-West agree that for any and all Unsecured Claims
of FDIC and OTS, as well as the FTC Claim and Nu-West Claim, they shall
collectively be
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granted an Allowed Unsecured Claim compromised and fixed in the total sum of
$750,000 (the "Government/FTC/Nu-West Allowed Unsecured Claim").
4.3.3. Complete Satisfaction of FTC Claim and Nu-West Claim. The
Distributions provided for in Sections 4.2.2 and 4.3.2 hereinabove shall be in
complete and total satisfaction of the FTC Claim and the Nu-West Claim, and FTC
and Nu-West shall not be entitled to receive any other or further Distributions
form Debtor or through FDIC and/or OTS on account of the FTC Claim and/or the
Nu-West Claim.
4.4 Class 4 Interests. Upon the Effective Date, all outstanding (whether
issued or treasury) shares of stock of the Debtor outstanding immediately prior
to the Effective Date will be canceled.
ARTICLE V
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IDENTIFICATION OF CLASSES OF CLAIMS AND INTERESTS
IMPAIRED AND NOT IMPAIRED BY THIS PLAN
5.1 Classes Not Impaired By This Plan. Class 1 is not Impaired. Under (S)
1126(f) of the Bankruptcy Code, the holders of Allowed Claims in this class are
conclusively presumed to have voted to accept this Plan and, therefore, the
votes of such holders will not be solicited and the Disclosure Statement will
not be distributed to such holders.
5.2 Classes of Claims Impaired By This Plan and Whose Holders Are Entitled
to Vote. The holders of Claims in Class 2 and Class 3 are Impaired by this Plan,
and the holders of these Claims are entitled to vote to accept or reject this
Plan.
5.3 Classes of Interests Impaired, Receiving No Distribution, And Therefore
Not Entitled To Vote. Holders of Interests in Class 4 will receive no
distribution under this Plan. As such, holders of Class 4 Interests are deemed
to have
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rejected this Plan pursuant to (S) 1126(g) of the Bankruptcy Code and are not
entitled to vote.
ARTICLE VI
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ACCEPTANCE OR REJECTION OF THIS PLAN;
EFFECT OF REJECTION BY ONE OR MORE IMPAIRED
CLASSES OF CLAIMS OR INTERESTS
6.1 Each Impaired Class Entitled to Vote Separately. Each Impaired
class of Claims shall be entitled to have the holders of Claims therein vote
separately to accept or reject this Plan.
6.2 Acceptance By a Class of Claims. Consistent with (S) 1126(c) of
the Bankruptcy Code, a class of Claims shall have accepted this Plan if this
Plan is accepted by at least two-thirds in dollar amount and more than one-half
in number of the holders of the Allowed Claims of such class that have timely
and properly voted to accept or reject this Plan.
6.3 Entities Entitled To Vote. The Holders of the Claims in Class 2
and Class 3 are the only Persons entitled to vote on this Plan.
6.4 Confirmation Notwithstanding Rejection By a Class and Request to
Apply (S) 1129(b). The Debtor hereby requests that the Bankruptcy Court confirm
this Plan in accordance with subsections (a) and (b) of (S) 1129 of the
Bankruptcy Code notwithstanding the rejection or deemed rejection of this Plan
by a class of creditors.
ARTICLE VII
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IMPLEMENTATION OF THE PLAN
7.1 Notice. Notice of a bar date for filing claims (the "Bar Date")
has been provided pursuant to an order of the Bankruptcy Court.
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7.2 Funds. Cash to effect the Distributions under this Plan will
consist of or be generated from the Debtor's liquidation of the Assets.
7.3 Management of the Reorganized Debtor. The Board of Directors of the
Reorganized Debtor will be formed and constituted on the Effective Date. A sole
director will be determined prior to the Confirmation Date. The certificate of
incorporation of the Reorganized Debtor will permit the Board of Directors to
appoint persons to act as President, Vice President, Treasurer and Secretary of
the Reorganized Debtor, with such Assistant Treasurer(s) and Assistant
Secretary(ies) as the Board of Directors should appoint. The sole director, and
all officers, employees, agents and professional persons employed by him or her
on behalf of the Reorganized Debtor, shall be indemnified by the Reorganized
Debtor for all acts that any of them must perform or cause to be performed in
his or her capacity as director and/or officer, which acts shall include the
administration of the Reorganized Debtor's estate and performance of such other
services required by the Plan, except that there shall be no indemnification
with respect to willful misconduct, gross negligence or fraud.
7.4 Post-Confirmation Debtor. The certificate of incorporation of the
Reorganized Debtor will include a provision prohibiting the issuance of any
non-voting equity securities, and will otherwise comply with 11 U.S.C.
(S) 1123(a)(6) and (7) of the Bankruptcy Code. The certificate of incorporation
will further provide for the issuance of only one share of stock. This share
will be issued to the sole member of the Board of Directors, who will hold such
share in trust for the benefit of the holders of Allowed Claims.
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7.5 Retention of Professionals by the Reorganized Debtor. The
Reorganized Debtor may retain the services of attorneys, accountants and other
agents necessary to assist and advise the Reorganized Debtor in the performance
of its duties. The fees and expenses of such professionals and agents shall be
paid from the Administrative Claimant's Fund upon the monthly submission of
bills to the Reorganized Debtor within ten (10) business days of receipt.
7.6 Permitted Investments. The Reorganized Debtor shall be permitted,
from time to time, to invest all or a portion of the Cash in its possession in
securities with a remaining maturity of 397 days or less and which are rated in
one of the two highest rating categories by a nationally recognized, statistical
rating organization, as that term is defined in Rule 2a-7(a)(10) of the
Securities and Exchange Commission's rules, using prudent efforts to enhance the
rates of interest without increasing the risk of investment. All interest earned
on such Cash shall be held by the Reorganized Debtor and distributed to the
Creditor or Creditors entitled thereto in accordance with this Plan.
ARTICLE VIII
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ON AND AFTER CONFIRMATION
8.1 Revesting of Property. On the Effective Date, pursuant to
(S)(S) 1141(b) and (c) of the Bankruptcy Code, the Assets shall automatically
vest in the Reorganized Debtor, free and clear of all claims, liens, charges,
interests or other encumbrances.
8.2 Revesting of Causes of Action. On the Effective Date, all Causes of
Action (except for those Causes of Action that are released under this Plan)
shall automatically be retained and preserved and will revest in the Reorganized
Debtor.
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ARTICLE IX
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EXECUTORY CONTRACTS AND UNEXPIRED LEASES
9.1 If not Assumed, Deemed Rejected. Effective as of the Confirmation
Date, each executory contract and unexpired lease that has not been assumed or
rejected by the Debtor prior to the Confirmation Date with the approval of the
Bankruptcy Court shall be deemed rejected pursuant to (S)(S) 365 and 1123 of the
Bankruptcy Code.
ARTICLE X
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OBJECTIONS TO CLAIMS AND ADMINISTRATIVE CLAIMS BAR DATE
10.1 Late Filed Claims and Rejection Claims. Any Claim not deemed filed
pursuant to (S) 1111(a) of the Bankruptcy Code or filed on or before the earlier
of the Confirmation Date or the time fixed by the Bankruptcy Court for filing
such Claims will not be Allowed; provided, however, that each entity that is a
party to an executory contract or unexpired lease rejected pursuant to the Plan
(and only such entities) shall be entitled to file a proof of claim for damages
alleged to have been suffered due to such rejection not later than thirty (30)
days after the Conformation Date. Any Claim arising from the rejection of any
executory contract or unexpired lease not filed with the Court within the time
period provided in the immediately preceding sentence shall be deemed discharged
and no distribution may be made under the Plan on account of such Claim.
10.2 Objections to Claims. Other than any Claim deemed Allowed pursuant
to Sections 4.2.2 and 4.3.2 of this Plan, Debtor, the Reorganized Debtor, or any
Party in Interest may object to and contest the allowance (including, without
limitation, seeking estimation) of any Claims filed with the Bankruptcy Court.
Ojbections to Claims shall be filed with the Clerk of the Bankruptcy Court and
served upon each holder of a
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Claim to which objection is made within ninety (90) days after the Effective
Date or as otherwise provided by any Final Order entered by the Bankruptcy
Court.
10.3 Administrative Claims Bar Date. Any entity that believes it holds
a Claim entitled to administrative priority under Bankruptcy Code (S) 503 or
(S) 507 that was incurred during the period from the Petition Date through the
Confirmation Date shall file, not later than thirty (30) days after the
Confirmation Date, proof of such Claim. If such a filing is not timely made,
such claimant will be forever barred and enjoined from asserting, recovering or
otherwise seeking payment on, such Claim.
ARTICLE XI
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DISTRIBUTIONS
11.1 Distributions. The Reorganized Debtor shall distribute the cash
from the Unsecured Creditors' Fund in accordance with Article IV hereof.
Distributions to holders of Administrative, Priority and Tax Claims shall also
be made in accordance with the terms hereof.
11.2 Method of Payments and Unclaimed Distributions. Any payments
required to be made hereunder shall be made by check and sent to the proposed
recipient of such payment at the address set out in the Debtor's books and
records, unless such claimant (i) filed a proof of Claim setting forth a
different address, or (ii) notifies, in writing, the Reorganized Debtor that
payments should be mailed to a different address. The Reorganized Debtor shall
not have any obligation to search for the current addresses of Claimants whose
distributions are returned. Any distribution undeliverable after consideration
of such address sources shall be forever waived and the amount of such
distribution shall be returned to the Reorganized Debtor to be distributed in
accordance
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with the provisions of this Plan. If a payment is to be made by the transfer of
non-cash property, such property will be transferred by such documentation as is
necessary to effect the transfer.
11.3 Rounding. Whenever any payment of a fraction of a cent in Cash
would otherwise be called for, the action payment shall reflect a rounding of
such fraction to the nearest whole cent (rounding down in cash of fractions of
.5 or less).
11.4 Withholding Taxes. The Reorganized Debtor may deduct any federal
or state withholding taxes from any payments made with respect to Allowed Claims
hereunder, as appropriate, and shall comply with (S) 346 of the Bankruptcy Code.
11.5 Dissolution of the Reorganized Debtor. The Reorganized Debtor
shall be dissolved by taking any action necessary of appropriate under
applicable law, as soon as practical after the entry of an order closing the
Chapter 11 Case.
11.6 Disputed Contingent and Unliquidated Claims. Except as otherwise
set forth herein, no Distribution shall be made under the Plan to the holder of
any Disputed Claim, or any contingent or unliquidated Claim.
11.7 Claim Checks Not Negotiated. Any Distribution checks that have not
been negotiated within ninety (90) days of issuance shall be canceled. In the
event that a check issued on account of a Claim is not negotiated within 90 days
of issuance and is, therefore, canceled, any right to a distribution on account
of such a Claim shall be forever waived and the amount of such Distribution
shall be returned to the maker of such Distribution check to be distributed
pursuant to the provisions of this Plan.
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11.8 Full and Final Satisfaction. Except as otherwise provided
hereunder, the payments and distributions contemplated by this Plan shall be in
full and final satisfaction, settlement, release and discharge of all Claims
and Interests.
11.9 De Minimus Distributions. Notwithstanding any other provision of
this Plan, no distribution of less than $10.00 shall be made on account of any
Claim.
ARTICLE XII
-----------
RELEASES AND COVENANTS
12.1 Releases and Covenants Running to Debtor.
-----------------------------------------
12.1.1 Release of the Debtor by FDIC. FDIC, for itself and its
successors and assigns, hereby releases and discharges the Debtor, and Clarence
Mayer, Paul N. Schwartz and James R. Whatley (jointly and severally, the
"Released Directors") in their capacities as the Debtor's directors and/or
officers, and their successors and assigns, from any and all claims, demands and
causes of action, for monetary or non-monetary relief, direct or indirect, in
law or in equity, belonging to the FDIC that arise out of or relate in any way
to the Debtor's or the Released Directors' relationship with USAT (or its
subsidiaries) or the Released Directors' activities at the Debtor, USAT or their
respective subsidiaries, except for those matters set forth in Section 12.3,
which expressly are not released or discharged.
12.1.2 Disposition of Contemplated OTS Proceedings and Covenant
Not to Proceed. Effective as of December 13, 1995, OTS and the Debtor entered
into a Stipulation and Consent Order to Issuance of Consent Cease and Desist
Order for Affirmative Relief and a Consent Cease and Desist Order for
Affirmative Relief, copies of which are attached as exhibits to the Disclosure
Statement accompanying this Plan
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(collectively, the "Stipulation and Order"), that constitute a final disposition
of any and all allegations for monetary and non-monetary administrative relief
of any kind that could have been brought by the OTS against the Debtor or the
Released Directors, arising out of or relating in any way to the Debtor's or the
Released Directors' relationship with USAT (or its subsidiaries) or the Released
Directors' activities at the Debtor, USAT or their respective subsidiaries.
Pursuant to the Stipulation and Order, upon obtaining a final order of the
Bankruptcy Court whereby FDIC/OTS at a minimum receive the $9,450,000 settlement
amount provided in the Stipulation and Order, all OTS proceedings against the
Debtor and the Released Directors are terminated, and OTS covenants and agrees
that no further administrative proceedings arising out of the Debtor's or the
Released Directors' relationship with USAT or the Released Directors' activities
at the Debtor shall be commenced by OTS against UFG or the Released Directors.
12.1.3 Release of the Debtor by FTC. FTC, not in its corporate
capacity but solely as Indenture Trustee under that certain Indenture dated as
of June 1, 1978, as amended and supplemented, on behalf of the holders of the
Debtor's 9% Secured Sinking Fund Debentures and the respective successors and
assigns of the foregoing, releases and discharges the Debtor, its successors and
assigns, as well as its past and present officers, director and employees, from
any and all claims, demands, obligations, damages, actions and causes of action,
for monetary or non-monetary relief, direct or indirect, in law or in equity,
belonging to FTC as Indenture Trustee, or to the holders of the Debtor's 9%
Secured Sinking Fund Debentures.
12.1.4 Release of the Debtor by Nu-West. Nu-West, for itself
and its successors and assigns, hereby releases and discharges the Debtor, its
successors and
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assigns, and its past and present officers, directors and employees, from any
and all claims, demands, obligations, damages, actions and causes of action, for
monetary or non-monetary relief, direct or indirect, in law or in equity,
belonging to Nu-West.
12.1.5 Release of the Debtor by the Holders of Administrative
and Tax Claims. In consideration of the property to be distributed hereunder to
holders of Administrative Claims and Tax Claims, each such claimant and holder
of such Claim (jointly and severally, the "Releasors") hereby releases the
Debtor, and each of the Debtor's current and former officers, directors,
employees, agents, advisors, Professional Persons and representatives (jointly
and severally, the "Released Parties"), and the Released Parties hereby are
deemed to have released the Releasors (except as otherwise provided in this Plan
or in any amendment to this Plan), from any and all claims, obligations, rights,
Causes of Action, and liabilities (other than the Debtor's obligations under
this Plan), whether known or unknown, foreseen or unforeseen, now existing or
hereafter arising, and based in whole or in part upon any act, omission,
misfeasance of malfeasance or other occurrence taking place on or prior to the
Effective Date, in any way relating to the Debtor, the Reorganized Debtor, the
Chapter 11 Case, or the Plan (jointly and severally the "Released Claims"), and
such Distribution will be deemed to be in full and final satisfaction,
settlement and release of and will effect a waiver of the Released Claims
against such Persons.
12.1.6 Other Releases of the Debtor. With respect to each
holder of a Claim or Interest who is not otherwise specifically provided for in
another section of this Article 12 and (a) who has accepted the Plan, (b) whose
Claim or Interest is in a Class that has accepted the Plan, as determined in
accordance with (S)(S) 1126(c) and (d) of the
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Bankruptcy Code, respectively, or that is deemed to have accepted the Plan in
accordance with (S) 1126(f) of the Bankruptcy Code, or (c) who is entitled to
receive a Distribution of property pursuant to the Plan, shall be deemed, by
virtue of such holder's acceptance of the Plan, acceptance of the Plan by such
holder's Class, or such holder's receipt of a Distribution of property or
acceptance of rights granted under the Plan, to have unconditionally waived,
discharged and released all rights, claims, and causes of action which such
holder had or might have had against the Debtor, and the Debtor's current and
former officers, directors, employees, agents, advisors, Professional Persons
and representatives, in respect of the Debtor and its business affairs prior to
the Effective Date; provided, however, that such waiver, discharge and release
shall not apply to any oral or written contractual rights against non-Debtor
third parties on guarantees and letters of credit, whether or not such non-
Debtor third parties hold Claims against or Interests in the Debtor.
12.2 Release of Others by the Debtor.
--------------------------------
12.2.1 Release of FDIC and OTS by the Debtor. The Debtor, on
behalf of itself, the Released Directors and its successors and assigns, hereby
releases and discharges FDIC, OTS, and their respective predecessors, successors
and assigns, from any and all claims, demands, obligations, damages, actions and
causes of action, for monetary or non-monetary relief, direct or indirect, in
law or in equity, belonging to the Debtor or the Released Directors.
12.2.2 Release of Other Parties by the Debtor. The Debtor, on
behalf of itself and its successors and assigns, hereby releases and discharges
FTC as Indenture Trustee under than certain indenture dated as of June 1, 1978,
as amended and
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supplemented, the holders of the Debtor's 9% Secured Sinking Fund Debentures,
Nu-West, and their respective successors and assigns, from any and all claims,
demands, obligations, damages, actions and causes of action, for monetary or
non-monetary relief, direct or indirect, in law or in equity, belonging to the
Debtor.
12.2.3 Release of Directors and Officers by the Debtor. The
Debtor, on its own behalf, and on behalf of all the Debtor's stockholders
derivatively, hereby waives, releases and discharges all current and former
directors, officers, employees, agents, advisors, Professional Persons and
representatives of the Debtor and all persons who were directors, officers,
employees, agents, advisors, Professional Persons and representatives of the
Debtor or its affiliates (jointly and severally, the "Releasees"), from all
liability based upon any act or omission related to past service with or for or
on behalf of the Debtor or its affiliates. The immediately preceding sentence
shall not, however, apply to any indebtedness of any Person to the Debtor for
money borrowed by such Person.
12.3 Express Reservations from Releases and Covenants by FDIC and OTS.
-----------------------------------------------------------------
12.3.1 FDIC Reservations. Notwithstanding any other provision
herein, the FDIC is deemed to have preserved, and is not deemed to have
released, any Claims that are not expressly released in Section 12.1, including,
without limitation:
(i) Any Claim by the FDIC against any person or entity not
expressly released by the FDIC herein, including, but not limited to, Charles E.
Hurwitz, any of the Debtor's present or former directors or officers (except the
Released Directors), Federated Development Co., MCO Holdings, Inc., Maxxam, Inc.
and any and
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all of the Debtor's present or former affiliates, provided, however, that the
following subsidiaries of the Debtor--PLC Stockholdings, Inc., Group Investors
Trust Company, PennCorp Financial, Inc., and Southwestern Group Agency, Inc.
will enter into separate release agreements with FDIC/OTS in exchange for a
transfer of all of their assets to Debtor for Distribution pursuant to this
Plan:
(ii) Any Claim against UFG or any other person or entity
as the maker, endorser or guarantor of any promissory note payable or owed to
the FDIC (other than in its capacity with respect to USAT or the Debtor),
financial institutions other than USAT, or any other person or entity,
including, but not limited to, any such Claims by the FDIC as
successor-in-interest to said other financial institutions or other persons or
entities; or
(iii) Any Claim which could be brought against UFG or any
other Person or entity by any government entity other than FDIC, including but
not limited to, the United States Government through either the Department of
Justice or the United States Attorney's Office for any federal judicial
district, and in addition, FDIC specifically reserves the right to seek court-
ordered restitution pursuant to the relevant provisions of the Victim and
Witness Protection Act, 18 U.S.C. (S) 3663, et seq., if appropriate.
12.3.2 OTS Reservations. Notwithstanding any other provision in
this Agreement, or the OTS Settlements (as defined in the Disclosure Statement),
OTS does not dispose of, discharge, compromise, settle, release, or in any way
limit (a) its ability to assert, in administrative or other proceedings, claims
for monetary or non-monetary relief of any kind that OTS has or may have against
any person or entity other
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than UFG or the Released Directors; or (b) the ability of any government entity,
other than the OTS, to bring an action of any kind whatsoever against UFG, the
Released Directors, or any other person or entity.
ARTICLE XIII
------------
MODIFICATIONS OF PLAN
13.1 Modifications. This Plan may be amended or modified at any time
prior to the Confirmation Date, provided such amendment or modification is not
inconsistent with the provisions of the Settlement Agreement. After the
Confirmation Date, the Reorganized Debtor may affect the interests of Creditors,
Interest holders or other Parties In Interest, remedy any defects or omissions,
or reconcile any inconsistencies in this Plan or in the Confirmation Order in
such manner as may be necessary to carry out the purposes and intent of the
Settlement Agreement on this Plan, subject to the prior written approval of FDIC
and OTS and approved by the Bankruptcy Court.
ARTICLE XIV
-----------
CONDITIONS TO EFFECTIVENESS OF PLAN
14.1 Conditions to Effectiveness of Plan. Unless waived by the FDIC, as
conditions precedent to the effectiveness of this Plan:
14.1.1 Government Allowed Priority Claim. FDIC and OTS shall
jointly receive, by April 30, 1997, a Distribution on their Government Allowed
Priority Claim that is sufficient to pay out the following minimum amounts:
$9,450,000 to the FDIC/OTS jointly; $1,360,000 to FTC; and $190,000 to Nu-West.
14.1.2 Government/FTC/Nu-West Allowed Unsecured Claim. A
Government/FTC/Nu-West Allowed Unsecured Claim of $750,000 shall be contained in
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this Plan, out of which FDIC and OTS will retain 85.90909% of the payments on
such claim and distribute 12.3636% to FTC and 1.72731% to Nu-West, as provided
in Article IV hereof.
14.1.3 Tax Provisions. The tax provisions set forth in Article
XVI hereinbelow shall be contained in this Plan.
14.1.4 Release Provisions. The release provisions set forth in
Article XII hereinabove shall be contained in this Plan.
ARTICLE XV
----------
RETENTION OF JURISDICTION
15.1 Matters for Which Jurisdiction Retained. The Bankruptcy Court shall
retain jurisdiction over the Chapter 11 Case, pursuant to and for the purposes
of (S)(S) 105(a) and 1127 of the Bankruptcy Code, and all matters arising out of
or relating to the Chapter 11 Case, including for the following purposes:
15.1.1 Claims. To take any action and adjudicate any controversy
with respect to the classification, allowance or disallowance of Claims,
including determination of any and all objections to the allowance of Claims;
15.1.2 Compensation and Expenses. To determine applications for
allowances of compensation and reimbursement of expenses that were for services
performed prior to the Confirmation Date;
15.1.3 Assumption and Rejection of Executory Contracts and
Unexpired Leases. To determine applications for assumption or rejection of
executory contracts and unexpired leases and to determine the amount of damage,
if any, suffered by
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a party to an unexpired lease or executory contract arising out of the rejection
thereof and the allowance of any Claim resulting therefrom;
15.1.4 Enforcement of Plan. To enforce this Plan, to resolve any
disputes arising under or in connection with this Plan and to effect payments
hereunder or to compel performance in accordance with the provisions hereof;
15.1.5 Correct Defects. To correct any defect, to cure any
omission or to reconcile any inconsistency in this Plan or in the Confirmation
Order as may be necessary or advisable to carry out the intent and purposes of
this Plan;
15.1.6 Contested Matters. To determine all applications, motions,
adversary proceedings and contested matters initiated or commenced in this
Bankruptcy Court by the Debtor, or by Parties In Interest;
15.1.7 Claims and Causes of Action. To here and determine and
enforce all Claims and Causes of Action that may exist on behalf of the Debtor
or the Debtor's Estate to the full extent permitted under 28 U.S.C. (S) 1334 and
28 U.S.C. (S) 157;
15.1.8 Other Matters. To determine such other matters and for such
other purposes as may be provided in the Confirmation Order or otherwise deemed
appropriate to accomplish its purposes;
15.1.9 Abandonment of Property. To permit the Reorganized Debtor
to abandon any property of de minimus value to the estate, including any Causes
of Action; and
15.1.10 Final Decree. To enter a final decree closing the
Chapter 11 Case.
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ARTICLE XVI
-----------
MISCELLANEOUS TAX PROVISION
16.1 UFG Agreements Re Taxes. In addition, the Debtor, on behalf of
itself and any and all successors-in-interest, agrees not to claim on any tax
return filed with, or utilize in connection with any assessment of tax by, the
Internal Revenue Service (i) any net operating loss deductions, under the
provisions of Section 172 of the Internal Revenue Code, for net operating losses
of UFG or USAT for any tax years through and including December 31, 1988 nor
(ii) any carryovers or carrybacks, under the provisions of Section 1212 of the
Internal Revenue Code, for any net capital losses of the Debtor or USAT for any
tax years through and including December 31, 1988 (collectively, the "Tax
Losses"). Notwithstanding the foregoing, the Debtor shall be allowed to utilize
these Tax Losses only to offset the Debtor's income attributable to its tax
years ending on or before December 31, 1997, provided that there is no material
increase in the amount of and nature of the Debtor's assets and liabilities from
those reflected in its report on S.E.C. Form 10-Q for the quarter ended
September 30, 1995 and provided further that there is no material change in the
amount and nature of the business conducted by the Debtor (including, but not
limited to, any business conducted through subsidiaries, partnerships or joint
ventures), in the Debtor's corporate structure and/or in the Debtor's ownership
other than as contemplated herein. The intent of this section is to extinguish
any and all tax deductions and benefits arising out of the Tax Losses of UFG and
USAT except in the limited circumstances set forth in this Plan.
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<PAGE>
ARTICLE XVII
------------
GENERAL PROVISIONS
17.1 Payment of Statutory Fees. All fees payable pursuant to 28
U.S.C. (S) 1930 shall be paid after the Effective Date from the assets of the
estate.
17.2 Headings. The headings in this Plan are for convenience of
reference only and shall not limit or otherwise affect the meaning of the terms
herein.
17.3 Article and Section References. Unless otherwise specified, all
references in this Plan to Sections and Articles are to Sections and Articles
of this Plan.
17.4 Severability. Should any provision in this Plan be determined
to be unenforceable following the Effective Date, such determination shall in no
way limit or affect the enforceability of any and all other provisions of this
Plan.
17.5 Revocation or Withdrawal. UFG reserves the right to revoke and
withdraw this Plan prior to the Confirmation Date in a manner not inconsistent
with the Settlement Agreement. If UFG revokes or withdraws this Plan, then this
Plan shall be deemed null and void as to the Debtor and nothing contained herein
shall be deemed to constitute a waiver or release of any claims by or against
the Debtor or any other Person or to prejudice in any manner the rights of UFG
or any Person in any further proceedings involving UFG.
17.6 Claims Incurred After the Confirmation Date. Claims incurred
after the date and time of entry of the Confirmation Order shall not be subject
to application or proof of claim and may be paid by UFG in the ordinary course
of business and without further Bankruptcy Court approval.
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17.7 Limitation of Liability. Except as otherwise specifically set
forth herein, neither the Debtor, nor any of its respective officers, directors,
employees, agents, advisors, Professional Persons and representatives, shall
have or incur any liability to any Person or entity for any action taken or
omitted to be taken in connection with or related to the formulation,
preparation, dissemination, implementation, confirmation, or consummation of
this Plan, the Disclosure Statement, or any contract, release, or other
agreement or document created or entered into, or any other action taken or
omitted to be taken, in connection with this Plan; provided, however, that the
provision of this Section shall have no effect on the liability of any Person or
entity that would otherwise result from any action or omission to the extent
that such action or omission is determined in a Final Order of a court of
competent jurisdiction to have constituted negligence or willful misconduct.
17.8 Governing Law. Except to the extent that the Bankruptcy Code or
other federal law is applicable, the rights, duties and obligations arising
under this Plan shall be governed by and construed and enforced in accordance
with the laws of the State of Delaware.
17.9 Successors and Assigns. The rights, duties and obligations of
any Person named or referred to in this Plan shall be binding upon, and shall
inure to the benefit of, the successors and assigns of such Person.
17.10 Notices. Any notice required or permitted under this Plan shall
be in writing and served by (a) certified mail, return receipt requested,
postage prepaid, (b) hand delivery, or (c) reputable overnight delivery service,
postage prepaid, addressed to the following parties:
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United Financial Group, Inc.
5847 San Felipe, Suite 2600
Houston, TX 77057
Attn: Paul Schwartz;
With a copy to:
Richard Alexander, Esquire
Arnold & Porter
Thurman Arnold Building
555 12th Street, N.W.
Washington, D.C. 20004-1202; and
Thomas L. Ambro, Esquire
Richards, Layton & Finger
One Rodney Square
P. O. Box 551
Wilmington, DE 19899.
All such notices shall be deemed to be delivered when received.
Dated: January 14, 1997
UNITED FINANCIAL GROUP, INC.
By: /s/ PAUL SCHWARTZ
--------------------------------
President
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