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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 20, 2000
COHO ENERGY, INC.
(Exact name of registrant
as specified in its charter)
TEXAS 0-22576 75-2488635
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
14785 PRESTON ROAD, SUITE 860, DALLAS, TEXAS 75240
(Address of principal executive offices)
Registrant's telephone number, including area code: (972) 774-8300
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On March 31, 2000, the plan of reorganization of Coho Energy, Inc. (the
"Company") and certain of its subsidiaries became effective (the "Effective
Date"). Under the plan of reorganization, the holders of the Company's 8 7/8 %
Senior Subordinated Notes due 2007 (the "Old Notes") received approximately 96%
of the new common stock of the Company in exchange for their claims in the
bankruptcy, which claims included the Old Notes and amounted to approximately
$162 million. The principal holders of Old Notes and the approximate percentage
of new common stock now beneficially held by each of them is set forth in the
table below:
<TABLE>
<CAPTION>
Name of Holder % of New Common Stock
<S> <C>
Appaloosa Management, L.P. 29.8
Oaktree Capital Management, LLC 25.6
PPM America, Inc. 32.8
</TABLE>
Under a standby loan entered into by the Company pursuant to the terms
of the plan of reorganization, an additional 14.4% of new common stock of the
Company will be issued to the standby lenders. This issuance will dilute the
percentage ownership of the persons listed above, some of whom are also standby
lenders.
All of the members of the former board of directors of the Company
ceased to serve as directors on March 31, 2000, as of 11:59 PM. Our former board
of directors consisted of the following people: Jeffrey Clarke, Louis Crane,
Alan Edgar, Kenneth Lambert, Douglas Martin, and Jake Taylor.
Under the terms of the plan of reorganization, the new board of
directors will consist of seven members. Six of these members have been named
under the terms of the plan of reorganization: Michael McGovern, James E. Bolin,
Eugene L. Davis, Ronald Goldstein, John G. Graham, and Michael Salvati. The
Company does not yet know the identity of the remaining board member to be named
under the terms of the plan of reorganization.
Jeffrey Clarke also resigned as President and Chief Executive Officer
as of the Effective Date. Michael McGovern has been named as the new President
and Chief Executive Officer.
A press release of the Company describing its emergence from bankruptcy
is attached hereto as Exhibit 99.2.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
On March 20, 2000, the plan of reorganization of the Company and
certain of its subsidiaries was confirmed by the U.S. Bankruptcy Court for the
Northern District of Texas. A press release of the Company describing this event
is attached hereto as Exhibit 99.1. With the exception of a copy
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of the confirmed plan of reorganization, the information required under this
Item 3 has been previously reported in the Company's Amendment No. 1 to
Registration Statement on Form S-1, dated March 24, 2000, file number 333-96331.
A copy of the plan of reorganization as confirmed is attached hereto as Exhibit
2.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
2.1 Findings of Fact, Conclusions of Law and Order Confirming
Debtors' First Amended and Restated Chapter 11 Plan of
Reorganization as filed with the U.S. Bankruptcy Court for the
Northern District of Texas on March 20, 2000.
99.1 Coho Energy, Inc. Press Release dated March 21, 2000.
99.2 Coho Energy, Inc. Press Release dated March 31, 2000.
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SIGNATURE
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 thereunto duly authorized.
COHO ENERGY, INC.
Date: April 6, 2000 By: /s/ MICHAEL MCGOVERN
--------------------------------
Michael McGovern
President and
Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<S> <C>
2.1 Findings of Fact, Conclusions of Law and Order Confirming
Debtors' First Amended and Restated Chapter 11 Plan of
Reorganization as filed with the U.S. Bankruptcy Court for the
Northern District of Texas on March 20, 2000.
99.1 Coho Energy, Inc. Press Release dated March 21, 2000.
99.2 Coho Energy, Inc. Press Release dated March 31, 2000.
</TABLE>
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EXHIBIT 2.1
UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
In re: )
)
COHO ENERGY, INC., a Texas corporation )
COHO RESOURCES, INC., a Nevada corporation )
COHO OIL & GAS, INC., a Delaware corporation )
COHO EXPLORATION, INC., ) ADMINISTRATIVELY CONSOLIDATED
a Delaware Corporation ) UNDER CASE NO. 399-35929-HCA-11
COHO LOUISIANA PRODUCTION COMPANY )
a Delaware Corporation )
INTERSTATE NATURAL GAS COMPANY )
a Delaware Corporation )
)
DEBTORS. )
) HEARING DATE: MARCH 15, 2000,
9:30 A.M.
FINDINGS OF FACT, CONCLUSIONS OF LAW AND ORDER
CONFIRMING THE DEBTORS' FIRST AMENDED AND RESTATED
CHAPTER 11 PLAN OF REORGANIZATION
COHO ENERGY, INC.; COHO RESOURCES, INC.; COHO OIL & GAS INC.; COHO
EXPLORATION, INC.; COHO LOUISIANA PRODUCTION COMPANY and INTERSTATE NATURAL GAS
COMPANY (the "Debtors"), and the Official Committee of Unsecured Creditors (the
"Creditors' Committee", the Debtors and the Creditors' Committee collectively
the "Plan Proponents") have proposed for confirmation Debtors' First Amended and
Restated Chapter 11 Plan of Reorganization which they filed with the Court on
February 14, 2000, as modified (the "Plan"). All capitalized terms, not
otherwise defined herein, shall have the meanings ascribed to them in the Plan.
On February 15, 2000, the Plan Proponents filed Debtors' First Amended
and Restated Disclosure Statement With Respect To The Joint Plan of
Reorganization Under Chapter 11 of the
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United States Bankruptcy Code (the "Disclosure Statement"). After reviewing the
Disclosure Statement and hearing any objections to it, the Court entered an
order approving the Disclosure Statement and finding that the Disclosure
Statement contained adequate information under Section 1125 of the Bankruptcy
Code (the "Disclosure Statement Order"). The Disclosure Statement Order was
signed by the Court on February 4, 2000 and entered on the official docket sheet
February 7, 2000. The Disclosure Statement Order provided for solicitation
material to be sent out by February 15, 2000; ballots and objections to
confirmation to be due on March 10, 2000; and the hearing on confirmation of the
Plan (the "Confirmation Hearing") to commence on March 15, 2000. On February 11,
2000 the Court entered an Order Approving Voting Procedures (the "Voting
Procedures Order") which outlined the procedures under which solicitation and
voting on the Plan would occur.
On March 15, 2000, the Debtors filed the First Modification and
Clarification to Debtors' First Amended and Restated Chapter 11 Plan of
Reorganization (the "First Modification").
During the Plan Confirmation Hearing, the Plan Proponents made
additional modifications to the Plan (the "Second Modification"), as follows:
(a) Holders of Allowed Equity Interests shall receive 20%
of the proceeds available from the Hicks Muse Lawsuit
after payment of all fees and expenses incurred in
connection with the Hicks Muse Lawsuit (including any
contingent fee in connection with such proceeds) (the
"Shareholders Hicks Muse Lawsuit Interest"). If
proceeds of the Hicks Muse Lawsuit come in cash, then
the Shareholders Hicks Muse Lawsuit Interest shall
not ever pass to the Reorganized Debtors and shall
not be treated as taxable income to the Reorganized
Debtors. If proceeds of the Hicks Muse Lawsuit come
in a form other than cash, then the Reorganized
Debtors and the Equity Disbursing Agent shall
evaluate such consideration and Reorganized Debtors
shall pay Holders of Allowed Equity Interests cash
equal to 20% of such proceeds as set forth in
paragraph (c) below. If there is any dispute about
such valuation, it shall be adjudicated by the
Bankruptcy Court. Nothing contained herein shall
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limit the business judgment of Reorganized Debtors
and their attorneys to make decisions about handling
or settling the Hicks Muse Lawsuit.
(b) If there are any proceeds of the disposition of
Reorganized Debtors' interests in Coho Anaguid, Inc.,
which owns certain interests in Tunisia ("Anaguid"),
or in the proceeds of the disposition of substantial
amounts of the assets of Anaguid (either the "Anaguid
Proceeds"), then holders of Allowed Equity Interests
shall have a 40% interest in such proceeds (the
"Shareholders Tunisia Interest"). If such proceeds
come in a form other than cash, then the Reorganized
Debtors and the Equity Disbursing Agent shall
evaluate such consideration and Reorganized Debtors
shall pay holders of Allowed Equity Interests cash
equal to 40% of the value of such proceeds as set
forth in paragraph (c) below. If there is any dispute
about such valuation, it shall be adjudicated by the
Bankruptcy Court. Nothing contained herein shall
limit the business judgment of Reorganized Debtors to
make decisions about the business of Anaguid or the
disposition of its assets; provided, however, that
Reorganized Debtors will dispose of their interest in
Anaguid in a commercially reasonable period of time.
(c) If any cash becomes available for the Shareholders
Hicks Muse Lawsuit Interest or the Shareholders
Tunisia Interest, Reorganized Debtors shall pay it
promptly to whatever entity the Bankruptcy Court
approves to be disbursing agent for holders of
Allowed Equity Interests based on a motion that the
Equity Committee shall file before the Effective Date
(the "Equity Disbursing Agent") and shall promptly
disburse such proceeds to holders of Allowed Equity
Interests, net of any reasonable fees and expenses of
the Equity Disbursing Agent. Such disbursements shall
occur no later than 90 days following the
Disbursement Agent's receipt of cash for either of
the Shareholders Hicks Muse Lawsuit Interest or the
Shareholders Tunisia interest.
(d) If reorganized Debtors receive other than cash
proceeds from either the Hicks Muse Lawsuit or the
Anaguid Proceeds, they shall inform the Equity
Disbursing Agent which shall consult with the former
members of the Equity Committee and shall resolve any
disputes about the valuation of such non-cash
consideration, either by agreement or by order of the
Bankruptcy Court.
(e) Paragraph 7 of the First Modification dealing with
the Chevron Settlement Agreement is deleted and shall
be of no force and effect.
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(f) The terms of the Chevron Settlement Agreement and the
order approving it are incorporated by this Second
Modification into the Plan and this Order.
(g) The Bankruptcy Court shall retain continuing
jurisdiction and authority to enforce the terms of
the Chevron Settlement Agreement and such continuing
jurisdiction as is provided in the Order approving
the Chevron Settlement Agreement, which Order was
signed March 17, 2000, as that order may be
supplemented and amended.
(h) The Plan is further modified to incorporate the
settlement between the Debtors and the Mississippi
Plaintiffs as it was approved in open court at the
beginning of the Plan Confirmation Hearing on March
15, 2000.
The First Modification and the Second Modification will be referred to
collectively as the "Modifications."
Having conducted the Confirmation Hearing, reviewed the evidence,
objections to confirmation, briefs and arguments of counsel, THE COURT HEREBY
FINDS AS FOLLOWS:
1. Pursuant to the Affidavit of Louis Strubeck Concerning Transmittal
of Solicitation Materials and the Affidavit of Kenneth Altman (the "Solicitation
Affidavits"), the Plan, Disclosure Statement, Ballots and other appropriate
material were transmitted to holders of Claims and Equity Interests in
accordance with the Disclosure Statement Order and the Voting Procedures Order.
2. Notice of the Confirmation Hearing was adequate; holders of Claims
and Equity Interests have received adequate notice and an opportunity to be
heard and were accorded due process in the adjudication of the issues presented
by confirmation of the Plan; acceptances of the Plan were solicited in
accordance with Section 1125 of the Bankruptcy Code and other applicable
Bankruptcy Code provisions.
3. Based on the Modifications, Navarro County, as Class 2 Claimant, has
changed its vote to vote in favor of the Plan.
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4. Based on the Modifications, Mississippi State Tax Commission, a
Class 2 Claimant, has changed its vote to vote in favor of the Plan and has
withdrawn its objection to confirmation of the Plan.
5. Hyperion Energy, LP and Legacy Portfolio, LP have withdrawn their
objection to confirmation of the Plan.
6. Based on the Modifications and the settlements approved by the
Courts, Chevron has withdrawn its objections to confirmation of the Plan. The
Mississippi Plaintiffs have limited their objection to confirmation of the Plan
to the extent that the Plan incorporates the Chevron Settlement. The Mississippi
Plaintiffs' objection has been overruled.
7. Pursuant to the Affidavit of Michael Anglin Concerning The Results
of Certain Voting (the "Creditor Voting Affidavit"), all classes of Creditors
have voted to accept, or are deemed to have accepted, the Plan:
Class 1 Deemed Accepted
Class 2 Accepted
Class 3 Accepted
Class 4 Deemed Accepted
Class 5 Accepted
Class 6 Accepted
Class 7 Deemed Accepted
8. Pursuant to section 1124 of the Bankruptcy Code, classes 2, 3, 5 and
6 are impaired and have accepted the Plan pursuant to sections 1126 and
1129(a)(8) of the Bankruptcy Code.
9. Pursuant to the Affidavit of Mr. Kenneth Altman Concerning The
Results Of Certain Voting (the "Equity Voting Affidavit"), Class 8 has voted to
reject the Plan.
10. Debtors filed their Chapter 11 petitions on August 23, 1999 (the
"Petition Date").
11. Debtors have operated their businesses, and (together with the
Creditors' Committee and the other Plan Participants) formulated and filed the
Plan, obtained approval of the Disclosure
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Statement, and sought confirmation of the Plan all in good faith; the Creditors'
Committee and other Plan Participants have likewise acted in good faith in
formulating and proposing the Plan.
12. The classification of claims contained in the Plan is appropriate
under section 1122 of the Bankruptcy Code.
13. The Plan complies with section 1123 of the Bankruptcy Code,
including that the Plan provides adequate means for its implementation; the
Debtors' charters do not permit issuance of non-voting securities; and the
Debtors have made adequate disclosures of their post-Effective Date officers and
directors and any compensation promised to be paid to them.
14. The solicitation materials which Plan Proponents sent pursuant to
the Disclosure Statement Order and the Voting Procedures Order contained
adequate information in accordance with section 1125 of the Bankruptcy Code and
were otherwise appropriate.
15. The Plan complies with the applicable provisions of the Bankruptcy
Code as required by section 1129(a)(1) thereof.
16. The Plan Proponents have complied with the applicable provisions of
the Bankruptcy Code as required by section 1129(a)(2) thereof.
17. The Plan has been proposed in good faith by the Plan Proponents and
not by any means forbidden by law in compliance with section 1129(a)(3) of the
Bankruptcy Code.
18. This Plan offers the highest implied value for the Debtors' assets
that has been offered by any of the many potential investors with whom Debtors
have negotiated, and is a plan that is both (i) feasible of consummation and
performance and (ii) has substantial creditor support. All officer employment
contracts have been rejected; no new officer employment contracts have been
negotiated or promised and the one proposed officer severance agreement that was
filed in connection with a proposed new contract for a new chief executive
officer has been disclosed. Any
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other compensation to existing officers and directors (other than stay put
bonuses described in the Disclosure Statement) will be paid only if authorized
by the post-Effective Date board of directors of the Reorganized Parent Company,
the composition of which has been approved by this Court in connection with
confirmation of the Plan.
19. Each Plan Proponent and Plan Participant has solicited acceptances
of the Plan in good faith and compliance with all applicable provisions of the
Bankruptcy Code, including sections 1125(e) and 1145, and have participated in
good faith and in compliance with the applicable provisions of the Bankruptcy
Code in the offer, issuance, sale and purchase of any securities offered, issued
or sold under the Plan, and are not liable at any time for violation of any
applicable law, rule or regulation governing the solicitation of acceptance or
rejection of the Plan or the offer, issuance, sale or purchase of any securities
in connection with the Plan.
20. Any payment made or to be made by the Debtors, or by a person
issuing securities or acquiring property under the Plan, for services or for
costs and expenses in or in connection with these Chapter 11 Cases, or in
connection with the Plan and incident to these Chapter 11 Cases has been
approved by, or is subject to the approval of, the Court as reasonable as
required by section 1129(a)(4) of the Bankruptcy Code.
21. At the Confirmation Hearing, the Debtors have complied with Section
1129(a)(5) by disclosing the identity and affiliations of the individuals
proposed to serve, after the Effective Date of the Plan, as directors and
officers or voting trustees of the Reorganized Debtors. The continuance or
appointment of such individuals to such offices is consistent with the interests
of Creditors and Equity Interest holders and with public policy. The Debtors
have also disclosed the identity of any insider that will be employed or
retained by Reorganized Debtors, and the nature of any compensation for such
insider that is being approved by the Court (in the Plan or otherwise), as well
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as compensation which has been negotiated for any post-Effective Date officers
and directors. Every employment contract held by any pre-petition officer or
director has been rejected by the terms of the Plan. Any compensation for
officers or directors of the Reorganized Debtors proposed by the Plan has been
fully disclosed.
22. The Plan does not provide for any rate changes requiring the
approval of a governmental regulatory commission as contemplated by section
1129(a)(6) of the Bankruptcy Code.
23. With respect to each impaired class of Allowed Claims or Interests
under the Plan, each holder of an Allowed Claim or Interest of such class (i)
has duly and timely accepted the Plan, or (ii) will receive or retain under the
Plan on account of such Claim or Interest property of a value, as of the
Effective Date, that is not less than the amount that such holder would receive
or retain if the Debtors were liquidated under Chapter 7 of the Bankruptcy Code
as provided by section 1129(a)(7) of the Bankruptcy Code.
24. With respect to each class of Allowed Claims under the Plan, each
such class has accepted the Plan, or such class is not impaired under the Plan,
as required by section 1129(a)(8) of the Bankruptcy Code.
25. Except to the extent that the holder of a particular Claim has
agreed to a different treatment of such Claim (including, without limitation,
such agreements relating to deferrals of rent and certain claims incurred in the
ordinary course of the Debtors' businesses), the Plan provides, as required by
section 1129(a)(9) of the Bankruptcy Code, that
(A) with respect to an Allowed Claim of a kind specified in
section 507(a)(1) of the Bankruptcy Code, on the Effective Date, the
holder of such Claim will receive on account of such Claim Cash equal
to the Allowed amount of such Claim as required by section
1129(a)(9)(A) of the Bankruptcy Code;
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(B) with respect to an Allowed Claim of a kind specified in
section 507(a)(3) or 507(a)(4) of the Bankruptcy Code, the holder of
such Claim will receive Cash on the Effective Date equal to the Allowed
amount of such Claim as required by section 1129(a)(9)(B) of the
Bankruptcy Code; and
(C) with respect to an Allowed Claim of a kind specified in
section 507(a)(7) of the Bankruptcy Code (i.e., Priority Tax Claims)
the holder of such Claim will receive on account of such Claim deferred
cash payments in compliance with Section 1129(a)(9)(c), if agreed to by
Debtors and the holder of the Claim, cash payment on the Effective
Date.
26. The Plan provides for the payment of any claim of a kind specified
in sections 507(a)(1), 507(a)(3), 507(a)(4) and 507(a)(7) of the Bankruptcy Code
(but which has not been Allowed as of the Effective Date of the Plan) to be paid
as soon as practical after such claim is allowed, in accordance with payment
plan in the Disclosure Statement. The Court finds this provision to be an
appropriate means of providing for the payment of Disputed Claims asserting such
priority and which have not been Allowed as of the Effective Date.
27. There do not exist any Claims against the Debtors of a kind
specified in sections 507(a)(5) or 507(a)(6) of the Bankruptcy Code, and section
507(a)(2) of the Bankruptcy Code is not applicable in these Cases.
28. Impaired Classes 2, 3, 5 and 6 have voted to accept the Plan, and
the Court therefore finds that at least one impaired Class of Claims has
accepted the Plan, which acceptance has been determined without including any
acceptance of the Plan by any insider holding a Claim of such class as required
by section 1129(a)(10) of the Bankruptcy Code.
29. The Plan meets the requirements of section 1129(a)(11) because it
is feasible and not likely to be followed by liquidation or the need for further
financial reorganization; this finding is premised on, among other things, the
following findings:
(a) All of the conditions to confirmation set forth in
the Plan have been met;
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(b) Plan Proponents have filed with the Court drafts of
the implementing documents referred to in Sections
13.9 and 18.1(a) of the Plan (the "Implementing
Documents");
(c) This Order complies with Section 18.1(b) of the Plan;
(d) Debtors have established that they will have
sufficient cash resources to pay all the Claims they
are required under the Bankruptcy Code and the Plan
on the Effective Date and within sixty days
thereafter;
(e) the Chevron Settlement Agreement has been approved,
subject to the Court's order of March 17, 2000, as
that order may be supplemented and amended, and such
approval was a condition precedent to confirmation
because the Plan would not be feasible without this
settlement due to the size of the Claim that Chevron
had asserted;
(f) Debtors have established that they should have
sufficient liquidity to satisfy their obligations
pursuant to the Plan;
(g) Debtors' projections of cash flow and liquidity over
the first two years after the Effective Date are
reasonable;
(h) Debtors have established that they will have
sufficient cash resources over the first two years
after the Effective Date to pay all the Claims that
they must pay under the Plan and still remain solvent
and viable;
(i) Debtors have established that at the end of the two
years after the Effective Date they will have
sufficient financial ability to pay the remainder of
any tax claims that will be paid over six years under
the Plan; and
(j) Debtors have established that at the end of two years
after the Effective Date they will have sufficient
financial ability to repay the new indebtedness they
will incur on the Effective Date.
30. Because the Reorganized Debtors will be able to satisfy all Allowed
Administrative Claims in the manner provided by the Plan, as well as any
Disputed Administrative Claims or other Disputed Claims that are ultimately
Allowed, the Court finds that the Debtors need not deposit in a segregated
account any amounts that may be required to pay Disputed Claims that may be
allowed after the confirmation of the Plan.
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31. All fees payable under 28 U.S.C. Section 1930 have been paid, or
the Plan provides for the payment of all such fees on the Effective Date as
required by section 1129(a)(12) of the Bankruptcy Code.
32. The Debtors do not have any retiree benefit plans as defined in
section 1114 of the Bankruptcy Code, thus section 1129(a)(13) is satisfied.
33. With respect to section 1129(b) of the Bankruptcy Code, the Plan
(i) does not discriminate unfairly, and (ii) is "fair and equitable" with
respect to the Class 8 Equity Interests that has voted to reject the Plan; these
findings are based on, among other things, the following:
(a) there is no unfair discrimination against Class 8
holders of Equity Interests because, among other
things, all Allowed Equity Interests are classified
in one class and are all treated the same, and there
is substantial basis for creating a class of Equity
Interests separate from Classes of Creditors;
(b) No Class of Creditors is being paid more than in
full;
(1) Allowed Administrative and Priority Claims
are being paid in full in Cash; they are not
being paid more than their Allowed Amount.
(2) The Bank Group's Allowed Claim is being paid
in full, in Cash on the Effective Date; it
is not being paid more than its Allowed
Amount.
(3) Miscellaneous Secured Claims are not being
paid more than their Allowed Amount;
(4) Administrative Convenience Claims are de
minimis and are not being paid more than
their Allowed Amount;
(5) General Unsecured Claims are being paid in
full in Cash in four equal installments over
a year after the Effective Date; without
interest; they are not being paid more than
their Allowed Amount;
(6) Allowed Bond Claims are approximately $161
million (without any post-petition interest;
(7) Allowed Bond Claims are receiving 96 percent
of the New Common Stock of the Reorganized
Debtors in return for cancellation of their
Allowed Bond Claims;
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(8) The enterprise value of Debtors is $400
million (as performed by Petrie Parkman, on
whose testimony the Court relied, this
included the Debtors' interests in Anaguid
but did not include anything concerning the
Hicks Muse Lawsuit or any claim that might
exist against Debtors' existing or prior
officers, directors or D&O insurance carrier
(the "D&O Claim");
(9) Pursuit of any D&O Claim would be disruptive
of the Reorganized Debtors;
(10) The Hicks Muse Lawsuit is still in the
discovery phase and any recovery on it is
speculative;
(11) In view of the foregoing, the Allowed Bond
Claims are not being paid value under the
Plan more than $161 million.
34. After the Effective Date, the Reorganized Debtors will continue to
engage in their businesses and the Plan does not provide for the liquidation of
all or substantially all of the property of the Debtors' estates.
35. The Debtors have made a careful review of their executory contracts
and unexpired leases, and it is a reasonable exercise of the Debtors' business
judgment for them to assume all such executory contracts and unexpired leases,
that are listed in the Statement of Financial Affairs listed by each of the
Debtors, except those that are listed in the Amended List of Executory Contracts
and Unexpired Leases, filed with the Court on March 8, 2000, to be rejected on
the Effective Date and those that have already been rejected by Court orders
(collectively, the "Rejected Executory Contracts").
36. The Modifications do not adversely change the treatment of the
Claim of any Creditor or the Interest of any Equity Security Holder under the
Plan.
37. The Modifications are deemed to be accepted by all Creditors and
Equity Interest Holders who have previously accepted the Plan, pursuant to Rule
3019 Fed.R.Bankr.P.
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38. The Modifications comply with the requirements of Section 1127 of
the Bankruptcy Code and do not require further disclosure or materially alter
the treatment of Creditors or Equity Interest Holders so as to require
additional solicitation.
Therefore, THIS COURT HEREBY CONCLUDES, as a matter of law, that:
1. This is a core proceeding within the meaning of 28 U.S.C.
Section 157.
2. As to all Classes, except Class 8 (holders of Existing Common
Stock), the Plan complies with all elements of section 1129(a) of the Bankruptcy
Code and is confirmable.
3. As to Class 8, the Plan complies with all elements of section
1129(a) of the Bankruptcy Code, except section 1129(a)(8); however, the Plan
meets the standards of section 1129(b) as to Class 8 and is, therefore,
confirmable.
4. Findings of Fact may be considered Conclusions of Law, and vice
versa, as appropriate.
Now, upon the motion of the Debtors and after due deliberation, the
Court hereby ORDERS, ADJUDGES AND DECREES that:
1. The findings and conclusions of this Court set forth above shall
constitute findings of fact and conclusions of law pursuant to Bankruptcy Rule
7052, made applicable to this matter by Bankruptcy Rule 9014.
2. To the extent that any provision designated herein as a Finding of
Fact is more properly characterized as a Conclusion of Law, it is adopted as
such. To the extent that any provision designated herein as a Conclusion of Law
is more properly characterized as a Finding of Fact, it is adopted as such.
3. The terms of the Plan (Exhibit A hereto) and of the Modifications
(Exhibit B hereto) are incorporated in this Order and shall be treated as a part
hereof. The provisions of this Order are
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<PAGE> 14
integrated with each other and are mutually dependent and not severable. The
provisions in the record of the trial and/or in this Order are controlling of
the Plan and Modifications if they differ.
4. Unless withdrawn with prejudice, all objections to confirmation of
the Plan are overruled.
5. The Plan, as modified by the Modifications, is confirmed in all
respects pursuant to Section 1129 of the Bankruptcy Code.
6. The record of the Confirmation Hearing is closed.
7. In accordance with the Plan and section 1141 of the Bankruptcy Code,
and except as otherwise specifically provided herein, in the Plan, or in the
Implementing Documents, the consideration distributed under the Plan shall be in
exchange for and in complete satisfaction, discharge, release, and termination
of, all Claims of any nature whatsoever against any Debtor or any of its assets
or properties and all Equity Interests in the Parent Company; and, except as
otherwise specifically provided herein, in the Plan or in the Implementing
Documents, upon the Effective Date (i) each Debtor shall be discharged and
released pursuant to section 1141(d)(1)(A) of the Bankruptcy Code from any and
all Claims, including but not limited to demands and liabilities that arose
before the Effective Date, and all debts of the kind specified in section
502(g), 502(h) or 502(i) of the Bankruptcy Code, whether or not (a) a proof of
claim based upon such debt is filed or deemed filed under section 501 of the
Bankruptcy Code, (b) a Claim based upon such debt is allowed under section 502
of the Bankruptcy Code, or (c) the holder of a Claim based upon such debt has
accepted the Plan; and (ii) all rights and interests of holders of Equity
Interests in the Parent Company shall be terminated pursuant to section
1141(d)(1)(B) of the Bankruptcy Code.
8. All Equity Interests in the Parent Company are extinguished on the
Effective Date; as Equity Interests are defined in the Plan this includes,
without limitation, any contract right to
- 14 -
<PAGE> 15
acquire common stock of the Debtors based on a contract entered into or a
transaction that occurred before the Petition Date.
8a. Pursuant to Section 7.1 of this plan, entry of this Order shall be
a final and binding adjudication allowing the Bank Group Claim in the amounts
and under the terms set forth in the Stipulation and Order on allowance of the
Bank Group Claim, entered on or about March 15, 2000, and will operate as a
final and conclusive compromise and settlement of any and all claims which have,
could or may be asserted by or through the Debtors against the Bank Group, its
constituent members, their respective successors, assigns, officers, directors,
employees, attorneys, agents and representatives.
9. In accordance with section 1141 of the Bankruptcy Code, the Plan and
its provisions shall be binding upon the Debtors and their successors and any
other entity created pursuant to the Plan, any Person or entity issuing
securities under the Plan, any Person or entity acquiring or receiving property
under the Plan, any lessor or lessee of property to or from the Debtors, and any
holder of a Claim against the Debtors or an Equity Interest in the Parent
Company.
10. On the Effective Date, the transfers of assets by the Debtors
contemplated by the Plan will be legal, valid, binding and effective transfers
of property and will vest in the respective transferee good title to such
property, free and clear of all liens, Claims and encumbrances, except as
otherwise specifically provided for herein, in the Plan, or in the Implementing
Documents.
11. In accordance with section 1141 of the Bankruptcy Code, any
property transferred or otherwise dealt with in the Plan (whether by transfer to
third party or revesting in the Debtors) shall be free and clear of all Claims
against the Debtors and Equity Interests in the Parent Company, except those
specifically provided herein, in the Plan, or in the Implementing Documents, all
property of the Debtors' estates (as defined in Section 541 of the Bankruptcy
Code or other
- 15 -
<PAGE> 16
applicable law) that the Plan provides to revest in the Reorganized Debtors
shall so vest on the Effective Date free of any such Claims and Interests.
12. On the Effective Date, as to every discharged debt, Claim and
Equity Interest, the holder of such Claim or Equity Interest is permanently
enjoined and precluded from asserting against the Reorganized Debtors, or
against their assets or properties or any transferee thereof, any such Claim or
Equity Interest based upon any document, instrument, act, omission, transaction
or other activity of any kind or nature that occurred prior to the Effective
Date, except as expressly set forth herein, in the Plan, or the Implementing
Documents.
13. In accordance with section 524 of the Bankruptcy Code, this Order:
(i) voids any judgment at any time obtained, to the extent
that such judgment is a determination of the personal liability of the
Debtors with respect to any debt of, Claim or Equity Interest
discharged hereby; and
(ii) operates as an injunction against the commencement or
continuation of an action, the employment of process, or an act, to
collect, recover or offset any such debt, Claim or Equity Interest as a
personal liability of the Debtors or the Reorganized Debtors.
14. Each of the Implementing Documents is hereby approved in all
respects in substantially the form filed with the Court. Upon execution and
delivery of each of the Implementing Documents, such documents shall constitute,
to the extent applicable, legal, valid and binding obligations of the
Reorganized Debtors, enforceable against them in accordance with their
respective terms.
15. In accordance with section 1142 of the Bankruptcy Code, the
Debtors, all parties in interest, and any other entity created or Person
designated pursuant to the Plan or any Implementing Document (including the
Indenture Trustee and the Amended Indenture Trustee) and their directors,
- 16 -
<PAGE> 17
officers, agents, attorneys and representatives, are authorized, empowered and
directed to forthwith issue, execute, deliver, file and record any Implementing
Document or any other agreement, document, instrument or certificate referred to
in or contemplated by the Plan or any Implementing Document (collectively, the
"Documents"), and to take any corporate or other action necessary, useful or
appropriate to implement, effectuate and consummate the Plan and the Documents
in accordance with their respective terms.
16. The form, terms and provisions of the credit agreement among and
between the Reorganized Parent Company and The Chase Manhattan Bank, as Agent
("Chase"), for itself and certain agents and lenders (the "Lenders") and each
other document, instrument or agreement (collectively, the "Credit Facility
Documents") to be executed and delivered in connection with or otherwise
evidencing or establishing the credit facility provided for under the Plan (the
"Credit Facility"), copies of which were each filed with the Bankruptcy Court as
part of the Implementing Documents prior to the Confirmation Hearing, are hereby
authorized and approved in all respects. Each of the Credit Facility Documents
shall, when executed and delivered, constitute legal, valid, binding and
authorized obligations of the respective parties thereto, enforceable in
accordance with its terms. The Reorganized Parent Company and each of the other
Reorganized Debtors are each hereby authorized to amend, supplement or modify
the Credit Facility Documents, with the consent of Chase and in accordance with
the terms of the Credit Facility Documents. Notwithstanding anything to the
contrary set forth in this Confirmation Order or in the Plan, neither Chase nor
the Lenders shall be obligated to advance any loan pursuant to the Credit
Facility to the Reorganized Parent Corporation or to the other Reorganized
Debtors unless and until each of the conditions set forth in the Credit Facility
Documents has been satisfied and/or waived by Chase and the Lenders in
accordance with the terms of the Credit Facility Documents.
- 17 -
<PAGE> 18
17. Pursuant to section 1142(b) of the Bankruptcy Code, all Persons
holding Claims or Equity Interests which are dealt with under the Plan and their
directors, officers, agents, attorneys and representatives are directed to
execute, deliver, file or record any document, and to take any and all actions
necessary, useful or appropriate to implement, effectuate and consummate the
Plan in accordance with its terms, and all such Persons shall be bound by the
terms and provisions of all documents to be executed by them in connection with
the Plan, whether or not such documents actually have been executed by such
Persons.
18. The Reorganized Parent Company and each of the other Reorganized
Debtors shall be, and hereby are, authorized and directed to enter into the
Credit Facility, to execute and deliver each of the Credit Facility Documents,
to be dated as of the Effective Date, and to take such actions and perform such
acts as may be necessary or appropriate to implement the Credit Facility and
each of the Credit Facility Documents. The Reorganized Parent Company and the
other Reorganized Debtors shall each be, and hereby is, authorized and directed
to do or perform all acts, to make, execute and deliver all instruments,
documents and agreements and to pay all fees, expenses and other amounts payable
to Chase and or the Lenders or otherwise under, pursuant to or in accordance
with the Credit Facility Documents, or that may be required or necessary for
Reorganized Parent Company or the other Reorganized Debtors' performance under
the Credit Facility Documents.
19. The security interests and liens to be granted to secure the
obligations of the Reorganized Parent Company and the other Reorganized Debtors
to Chase and the Lenders under the Credit Facility Documents shall constitute,
as of the Effective Date, legal, valid and duly perfected first-priority liens
and security interests in and to the property and interests therein specified in
the Credit Facility Documents, including, but not limited to, all oil and gas
properties of the Reorganized Parent Company and the other Reorganized Debtors
organized within the United
- 18 -
<PAGE> 19
States, all personal property of Reorganized Parent Company and its subsidiaries
organized with the United States, the ownership interest of the Reorganized
Parent Company and its various subsidiaries organized within the United States
in all direct and indirect subsidiaries of the Reorganized Parent Company, and
65% of the ownership interest of the Reorganized Parent Company and its various
subsidiaries organized within the United States in all direct and indirect
subsidiaries of the Reorganized Parent Company organized outside of the United
States (the "Credit Facility Collateral") subject only, where applicable, to the
permitted liens and encumbrances, if any, specifically consented to by Chase and
the Lenders in and pursuant to the Credit Facility Documents.
20. Notwithstanding anything to the contrary set forth in any other
provision of the Plan, the Confirmation Order or any document executed or
delivered pursuant to the Plan, any and all liens or security interests in the
assets comprising the Credit Facility Collateral granted by any Debtor or any
Reorganized Debtor to any person (other than Chase or the Lenders) pursuant to
the Plan and/or this Confirmation Order, or at any time thereafter, shall be
subject and subordinate in all respects to the security interests and liens
granted to Chase and such Lenders in, to and against the Credit Facility
Collateral pursuant to the Credit Facility Documents. The intended parties to
the Credit Facility Documents are hereby authorized to take such actions as
shall be necessary to carry out the intents and purposes of the Plan, the
Confirmation Order and the Credit Facility Documents. Each recorder of deeds or
similar official for any county, city or governmental unit in which any
instrument granting an interest in the Credit Facility Collateral is to be
recorded, is hereby ordered and directed to accept a copy of this Confirmation
Order as evidence of the rights, interests and priorities set forth herein and
in the Plan.
21. Each and every federal, state, commonwealth, local or other
governmental agency or department is hereby directed to accept any and all
documents and instruments (including any
- 19 -
<PAGE> 20
Document) necessary, useful or appropriate to effectuate, implement or
consummate the transactions contemplated by the Plan or the documents described
in paragraph 13.9 of the Plan or this Order. Nothing contained in this paragraph
shall change the allocation of jurisdiction set forth in the Chevron Settlement
Agreement and the order approving it, as that order may be supplemented and
amended.
22. From and after the Effective Date, the Reorganized Debtors may use,
operate and deal with their respective assets, and may conduct and change their
businesses, without any supervision by the Bankruptcy Court or the Office of the
United States Trustee, and free of any restrictions imposed on the Debtors by
the Bankruptcy Code or by the Court during these Chapter 11 Cases.
23. All objections to Claims shall be served and filed no later than
ninety (90) days after the Effective Date. Unless arising from an avoidance
action, any proof of claim filed after the bar date shall be of no further force
and effect, shall be deemed disallowed and will not require objection. All
contested claims shall be litigated until Final Order; provided, however, that
the Reorganized Debtors shall have the authority, in their sole discretion, and
without Bankruptcy Court approval, to resolve compromise, prepay or renegotiate,
at any time, the Allowed Amount of a Disputed Claim or the payment of the
outstanding balance due under the Plan to any Allowed Claim, including the right
to compromise with the holder of such Allowed Claim the satisfaction thereof, so
long as such compromise and/or prepayment does not otherwise diminish the
amounts to be distributed as required by the Plan.
24. No distribution under the Plan shall be required to be made on a
Claim until such Claim becomes an Allowed Claim by Final Order. Once a Claim
becomes an Allowed Claim, the holder thereof shall receive a distribution from
the next regularly scheduled distribution for the relevant class in which such
an Allowed Claim is included.
- 20 -
<PAGE> 21
25. The Debtors, the Reorganized Debtors and all parties in interest
herein are authorized, empowered and directed to issue all securities under the
Plan.
26. Pursuant to section 1145(a)(1)(A) of the Bankruptcy Code, the
issuance of the New Common Stock as provided by the Plan shall be exempt from
the provisions of section 5 of the Securities Act of 1933, as amended (15 U.S.C.
Section 77(e), as amended) and any state or local law requiring registration for
the offer or sale of a security or registration or licensing of an issuer of,
underwriter of, or broker or dealer in, a security. All such securities so to be
issued shall be freely transferable by the initial recipients thereof (i) except
for any such securities held by an underwriter within the meaning of section
1145(b) of the Bankruptcy Code that does not engage in "ordinary trading
transactions" or is an issuer of such securities within the meaning of section
2(11) under said Securities Act, and (ii) subject to any restrictions contained
in the terms of such securities themselves or in the Plan. For purposes of said
Securities Act, the offers and sales of the Rights pursuant to the Plan shall
not be considered part of or otherwise "integrated" with any offers or sales by
any of the Debtors pursuant to any financing or other transaction consummated on
or after the Effective Date. Upon the issuance of shares of New Common Stock
issued in accordance with the Plan, such shares will have been authorized and
validly issued, and will be fully paid and nonassessable.
27. Each of the members of the Creditors' Committee and Standby Lenders
and each of the Debtors (and each of their respective members, affiliates,
agents, attorneys, advisors, officers and directors) shall not be liable at any
time for violation of any applicable law, rule or regulation governing the
solicitation of acceptance or rejection of the Plan or the offer, sale or
purchase of the securities thereunder. All requirements of state, local and
federal law, including, without limitation, the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, with respect to
the issuance of the Rights have been duly complied with.
- 21 -
<PAGE> 22
28. On the Effective Date, the holders of the New Common Stock shall be
entitled to receive the benefits and protections of the Registration Rights
Agreement to be entered into on the Effective Date of the Plan.
29. Pursuant to section 1146(c) of the Bankruptcy Code, but subject to
any stipulation between the Debtors and any taxing authority previously approved
and so ordered by the Court, neither the issuance, distribution, transfer or
exchange of a security under the Plan nor the revesting, transfer and sale of
any real or personal property of the Debtors in accordance with the Plan shall
subject the Reorganized Debtors (or transfer or other agents therefor) to any
state or local sales, use, transfer, documentary, recording, gains or original
issue tax.
30. Even though Section 13.1 the Plan provides that "For purposes of
this Plan, all Debtors will be treated as substantively consolidated with the
Parent Company," this does not mean to extinguish inter-company claims between
the Debtors; rather such inter-company claims between the Debtors will not be
fully extinguished under the Plan and are specifically preserved as follows:
<TABLE>
<CAPTION>
AMOUNT OF
LENDER BORROWER CLAIMS REMAINING
------ -------- ----------------
<S> <C> <C>
1. THE RIGHTS OFFERING OR THE PRIVATE PLACEMENT -
Coho Energy, Inc. Coho Resources, Inc. $253,000,000(1)
Coho Resources, Inc. Coho Oil & Gas, Inc. $168,000,000(1)
Coho Resources, Inc. Coho Exploration, Inc. $ 14,000,000(1)
2. THE STANDBY LOAN -
Coho Energy, Inc. Coho Resources, Inc. $252,000,000(1)
Coho Resources, Inc. Coho Oil & Gas, Inc. $167,000,000(1)
</TABLE>
- -------------------------
(1) Amounts reflected in this table are based on estimated net proceeds from
borrowings under the bank credit facility and the Standby Loan, if applicable,
of $253 million under the Rights Offering or the Private Placement and $252
million under the Standby Loan on the Effective Date. If actual net proceeds
differ from such estimates, the amount of Claims remaining will be adjusted in
proportion to the amounts presented above.
- 22 -
<PAGE> 23
<TABLE>
<CAPTION>
AMOUNT OF
LENDER BORROWER CLAIMS REMAINING
------ -------- ----------------
<S> <C> <C>
Coho Resources, Inc. Coho Exploration, Inc. $ 14,000,000(1)
</TABLE>
31. Intercompany Claims between the Debtors in excess of the Claims
preserved above will be treated for federal income tax purposes as a
contribution of capital to the Borrower pursuant to Section 108(e)(6) of the
Internal Revenue Code of 1986 as amended (the "Tax Code"), except with respect
to the intercompany Claim between Coho Resources, Inc. and Coho Energy, Inc.
Coho Resources, Inc. will issue shares of its common stock to Coho Energy, Inc.,
in satisfaction of Coho Energy, Inc.'s excess Claim in a transaction which, for
federal income tax purposes, will be governed by Section 108(e)(8) of the Tax
Code.
32. To implement the Plan and make the New Common Stock more attractive
to the market, the number of shares to holder of Bond Claims and Equity
Interests under the Plan will be reduced by a factor of 40 and the number of
shares to be offered in the rights offering will be reduced by a factor of 40,
with a corresponding increase in the rights offering subscription price by a
factor of 40 to $10.40 per share. This will not affect the relative percentage
ownership interests among holders of Equity Interests and Bond Claims on the
Effective Date, and will enhance the value of the New Common Stock provided
under the Plan to holders of such Claims and Interests. This negates the need to
do a reverse stock split after the Effective Date which had been noted in the
Disclosure Statement as a possibility.
33. All distributions of cash, securities or other consideration
required to be made pursuant to the Plan shall be made within such time as
provided by the Plan and all such distributions shall be timely and proper if
either (i) mailed by first class mail on or before the distribution dates set
forth in the Plan to the last known address of the person or entity entitled
- 23 -
<PAGE> 24
thereto or (ii) deposited with the depository contemplated by the Plan on or
before the distribution dates set forth in the Plan for exchange upon receipt of
properly completed and executed letters of transmittal.
34. The record date for distributions under the Plan is fixed as
February 7, 2000, and the Reorganized Debtors are authorized to give notice to
all banks, brokers, depositories and other similar financial intermediaries and
"street name" holders of this record date.
35. On the Effective Date, all Debtors' executory contracts and
unexpired leases, except the Rejected Executory Contracts, are assumed; all
Rejected Contracts are rejected.
36. Debtors are authorized and directed to purchase the tail insurance
for officers and directors described in Section 14.2 of the Plan and such
purchase shall be made on the Effective Date.
37. In accordance with the Plan, all proofs of claim with respect to
Claims arising from the rejection of executory contracts or unexpired leases
shall be filed with the Bankruptcy Court within thirty (30) days after the
Effective Date, unless a separate order of the Court approving such rejection
requires filing by an earlier date. Any Claims arising from any such rejection
not filed within such times shall be forever barred from assertion against the
Debtors, their estates and property, or the Reorganized Debtors.
38. Pursuant to Bankruptcy Rule 3020(c), within ten (10) days after
entry of this Order, the Debtors shall serve notice of the entry of this Order
as provided in Bankruptcy Rule 2002(f) to all Creditors, Equity Interest holders
and other parties in interest, to be sent by first-class mail, postage prepaid,
except to such parties who may be served by hand or facsimile or overnight
courier, which service is hereby authorized.
- 24 -
<PAGE> 25
39. Within 180 days after entry of this Order, or within such further
time as this Court may allow, the Reorganized Debtors shall file with this Court
a report which shall set forth the actions taken and the progress made towards
the full and complete consummation of the Plan.
40. In accordance with the Plan, the Creditors' Committee and the
Equity Committee shall cease to exist after the Effective Date, or at such time
as its functions under the Plan have been completed.
41. Notwithstanding confirmation of the Plan, this Court retains
exclusive jurisdiction over the Debtors' Chapter 11 Cases pursuant to and for
the purposes set forth in (a) sections 105(a) and 1127 of the Bankruptcy Code,
(b) Article XIV of the Plan and (c) for such other purposes as may be necessary
or useful to aid in the confirmation and consummation of the Plan and its
implementation. This continuing jurisdiction shall include jurisdiction to
enforce terms of the Chevron Settlement Agreement and the jurisdiction which the
Court said it would retain in the Order approving the Chevron Settlement
Agreement, which Order was signed March 17, 2000, as that order may be
supplemented or amended and jurisdiction to approve any settlement of the Hicks
Muse Lawsuit and the value attributable to such settlement for purposes of
determining the amount of payment due on account of the Shareholders Hicks Muse
Lawsuit Interest and the amount of any payment which may come due on account of
the Shareholders Tunisia Interest.
42. To the extent provided by law, nothing in this Order or in the
Plan, to the extent the Plan is otherwise inconsistent with this proviso, shall
impair, release, discharge, void, bar or otherwise affect any claim against any
non-debtors held by any individual shareholder (and not derivative of Debtors'
rights) arising from the purchase by such shareholder of any stock of the Parent
Company prior to the Petition Date, to the extent any such claim may be covered
under the terms of the Debtors' Directors and Officers Liability Policy.
- 25 -
<PAGE> 26
Signed, March 20, 2000, Dallas, Texas.
/s/ Harold C. Abramson
----------------------
HAROLD C. ABRAMSON
UNITED STATES BANKRUPTCY JUDGE
- 26 -
<PAGE> 27
EXHIBIT A
Michael W. Anglin
State Bar No. 01260800
Louis R. Strubeck, Jr.
State Bar No. 19425600
Fulbright & Jaworski L.L.P.
2200 Ross Avenue, Ste. 2800
Dallas, Texas 75201
(214) 855-8000 (214) 855-8200 Facsimile
COUNSEL FOR THE DEBTORS
UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
In re:
COHO ENERGY, INC., ) Case No. 399-35929-HCA-11
COHO RESOURCES, INC., ) Case No. 399-35930-HCA-11
COHO OIL & GAS, INC., ) Case No. 399-35934-HCA-11
INTERSTATE NATURAL GAS COMPANY ) Case No. 399-35932-HCA-11
COHO LOUISIANA PRODUCTION COMPANY ) Case No. 399-35933-HCA-11
COHO EXPLORATION, INC., ) Case No. 399-35935-HCA-11
DEBTORS IN POSSESSION ) JOINTLY ADMINISTERED UNDER
) CASE NO. 399-35929-HCA-11
DEBTORS' FIRST AMENDED AND RESTATED
CHAPTER 11 PLAN OF REORGANIZATION
<PAGE> 28
DEBTORS' FIRST AMENDED AND RESTATED
PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE
UNITED STATES BANKRUPTCY CODE
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
ARTICLE I SUMMARY OF THIS PLAN ...........................................1
ARTICLE II DEFINITIONS, CONSTRUCTION AND INTERPRETATION .................. 2
ARTICLE III CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS ................. 7
ARTICLE IV IDENTIFICATION OF CLAIMS AND EQUITY INTERESTS
IMPAIRED BY THE PLAN ........................................ 7
ARTICLE V PROVISIONS FOR TREATMENT OF ALLOWED ADMINISTRATIVE
EXPENSE CLAIMS (CLASS 1) .................................... 8
ARTICLE VI PROVISIONS FOR TREATMENT OF ALLOWED PRIORITY TAX
CLAIMS (CLASS 2) ............................................ 8
ARTICLE VII PROVISIONS FOR TREATMENT OF THE ALLOWED BANK GROUP
CLAIM (CLASS 3) ............................................. 8
ARTICLE VIII PROVISIONS FOR TREATMENT OF MISCELLANEOUS SECURED
CLAIMS (CLASS 4) ............................................ 9
ARTICLE IX PROVISIONS FOR TREATMENT OF ALLOWED BOND CLAIMS
(CLASS 5) ................................................... 9
ARTICLE X PROVISIONS FOR TREATMENT OF ALLOWED GENERAL UNSECURED
CLAIMS (CLASS 6) ............................................ 9
ARTICLE XI PROVISIONS FOR TREATMENT OF ALLOWED ADMINISTRATIVE
CONVENIENCE CLAIMS (CLASS 7) ................................ 9
ARTICLE XII PROVISIONS FOR TREATMENT OF INTERESTS OF EQUITY
SECURITY HOLDERS OF COHO ENERGY, INC. (CLASS 8) ............. 9
ARTICLE XIII MEANS FOR EXECUTION OF THE PLAN ...............................10
ARTICLE XIV EXECUTORY CONTRACTS AND UNEXPIRED LEASES ......................15
ARTICLE XV EFFECT OF REJECTION BY ONE OR MORE CLASSES OF
CLAIMS ......................................................16
ARTICLE XVI PROVISIONS FOR RESOLUTION AND TREATMENT OF
PREFERENCES, FRAUDULENT CONVEYANCES, AND DISPUTED
CLAIMS ......................................................17
ARTICLE XVII PROVISIONS FOR RETENTION, ENFORCEMENT, SETTLEMENT,
OR ADJUSTMENT OF CLAIMS BELONGING TO THE ESTATE .............17
ARTICLE XVIII CONDITIONS PRECEDENT TO CONFIRMATION AND
CONSUMMATION OF THE PLAN ....................................18
ARTICLE XIX RETENTION OF JURISDICTION .....................................19
ARTICLE XX DEFAULT UNDER PLAN ............................................20
ARTICLE XXI MISCELLANEOUS PROVISIONS ......................................20
</TABLE>
i
<PAGE> 29
COHO ENERGY, INC.; COHO RESOURCES, INC.; COHO OIL & GAS, INC.; COHO
EXPLORATION, INC.; COHO LOUISIANA PRODUCTION COMPANY; and INTERSTATE NATURAL GAS
COMPANY (the "Debtors"), and the Official Committee of Unsecured Creditors
propose this Plan of Reorganization (the "Plan"), pursuant to section 1121(a),
title 11, United States Code, for the resolution of the Debtors' outstanding
Creditor Claims and Equity Interests.
ARTICLE I
SUMMARY OF THIS PLAN
Capitalized terms used in the following summary are as defined in
Article II, the Definitions, Construction and Interpretation portion of this
Plan.
This Plan provides for the treatment of all Claims in a manner that is
in the best interests of Creditors and is fair and equitable. This Plan also
provides for fair and equitable treatment of holders of Equity Interests in the
Parent Company. This summary deals with certain major elements of this Plan.
This Plan provides for the treatment of the Allowed Bank Group Claim of
approximately $240 million of principal (plus accrued interest and reasonable
fees and expenses) as a Fully Secured Claim. On the Effective Date the Allowed
Bank Group Claim will be paid in full in Cash. The Parent Company will obtain
the funds necessary for the payment of the Allowed Bank Group Claim through the
combination of (i) the Credit Facility, (ii) either the Rights Offering or the
Private Placement, (iii) cash on hand from the Debtor's operations and (iv) the
Standby Loan, if necessary.
Under this Plan, approximately $162 million of Allowed Bond Claims will
be paid in full by issuing the holders of Existing Bonds 96% of the New Common
Stock of the Reorganized Parent Company on the Effective Date of the Plan. The
ownership percentage of the holders of Allowed Bond Claims may be diluted by (i)
the Rights Offering or the Private Placement and (ii) the Standby Loan, if
necessary.
Holders of Existing Common Stock in the Parent Company as of the Voting
Record Date will be issued 4% of the shares of the New Common Stock on the
Effective Date and holders of Existing Common Stock as of the Rights Offering
Record Date will receive rights to purchase additional shares of New Common
Stock under the Rights Offering, which will be made in a separate prospectus
sent to such holders of Existing Common Stock. The ownership percentage of the
holders of Existing Common Stock may be diluted by (i) either the Rights
Offering or the Private Placement and (ii) the Standby Loan, if necessary.
To implement this Plan, the Reorganized Debtors will raise up to $90
million of new investment in the Reorganized Parent Company by (i) either the
Rights Offering or the Private Placement, and (ii) if applicable, the Standby
Loan. Under the Rights Offering, which will be made pursuant to a separate
prospectus, holders of Existing Common Stock as of the Rights Offering Record
Date will have the exclusive first opportunity to buy additional shares of the
New Common Stock for a price of $0.26 per current share, up to an aggregate of
$90 million. Holders of Existing Common Stock as of the Rights Offering Record
Date who wish to purchase more than their allocable portion of the shares
offered to them in the Rights Offering may do so, to the extent that other
shareholders do not elect to participate in the Rights Offering. If the Rights
Offering is not fully subscribed up to $90 million by holders of Existing Common
Stock as of the Rights Offering Record Date, then the Parent Company may offer
the remaining shares of the New Common Stock to third parties pursuant to the
Rights Offering. In connection with the Rights Offering, the Parent Company
filed a registration statement with the SEC to register the Rights and to
register shares of New Common Stock under the Rights Offering. If the
registration statement filed with the SEC is not declared effective by a date
sufficiently early to give the Parent Company adequate time to arrange and
complete the Rights Offering, the Parent Company will, in its sole discretion,
discontinue the Rights Offering and proceed with the Private Placement. The
Rights Offering or Private Placement will be arranged by Jefferies & Company,
Inc., or another investment banker, subject to the approval of the Bankruptcy
Court. Jefferies & Company, Inc., or another investment banker, will be retained
by the Parent Company for the limited purpose of arranging the Rights Offering
or Private Placement and not as a general financial advisor to the Debtors.
1
<PAGE> 30
To the extent that the proceeds of the Rights Offering or the Private
Placement are less than $90 million, the Debtors will issue, and the Standby
Lenders will purchase, an amount of senior subordinated notes to be determined
by the Reorganized Parent Company. This amount will be a maximum of $70 million
given the current level of commitment under the Standby Loan and a maximum of
$90 million if more Standby Loan commitments are obtained and made available
before the conclusion of the Confirmation Hearing, or the Effective Date if the
Debtors choose to extend the Rights Offering to that date. Payment of the
Standby Loan Notes will be expressly subordinate to the full and final payment
in cash of all obligations arising in connection with the Credit Facility and
payments made under the Standby Loan will be subject to the consent of Chase.
The Standby Loan is not conditioned on any minimal Rights Offering subscription
or Private Placement sale.
If the Reorganized Parent Company draws on the Standby Loan, the
Standby Lenders will receive the Standby Shares. If $70 million in principal
amount of the Standby Loan Notes are issued, the Standby Lenders will receive
14% of the fully diluted New Common Stock. The amount of Standby Shares issued
will be adjusted ratably according to the actual amount of Standby Loan Notes
issued. The Standby Shares issued to the Standby Lenders will be in addition to
the shares of New Common Stock issued to holders of Existing Bonds, holders of
Existing Common Stock and to persons participating in the Rights Offering or
Private Placement. The manner in which shares of New Common Stock are subject to
dilution is illustrated in the Disclosure Statement.
ARTICLE II
DEFINITIONS, CONSTRUCTION AND INTERPRETATION
As used in the Plan, the following terms shall have the meanings
specified below.
2.1 Actual Price: The weighted average of the price received by the
Reorganized Debtors for all of their oil and gas production, including hedged
and unhedged production (net of hedging costs) in dollars per barrel of oil
equivalent using a 6:1 conversion ratio for natural gas.
2.2 Administrative Convenience Claim: Any Claim in the amount of $1,000
or less.
2.3 Administrative Expense: Any cost or expense of administration of
the Chapter 11 Case incurred on or before the Confirmation Date entitled to
priority under section 507(a)(1) and allowed under section 503(b) of the
Bankruptcy Code, including (i) any actual and necessary expenses of preserving
the Debtors' estate, including wages, salaries or commissions for services
rendered after the commencement of the Chapter 11 Case, certain taxes, fines and
penalties, any actual and necessary expenses of operating the business of the
Debtors, any indebtedness or obligations incurred by or assessed against the
Debtors in connection with the conduct of its business, or for the acquisition
or lease of property or for provision of services to the Debtors, including all
allowances of compensation or reimbursement of expenses to the extent allowed by
the Bankruptcy Court under the Bankruptcy Code, and any fees or charges assessed
against the Debtors' estate under chapter 123, title 28, United States Code and
(ii) the reasonable fees and expenses of the Indenture Trustee under the
Existing Bond Indenture, including the reasonable fees and expenses of its
professionals to be paid under the terms of the Existing Bond Indenture, upon
application to the Bankruptcy Court.
2.4 Allowed: When used in connection with a Claim, any Claim against or
Equity Interest in the Debtors, proof of which was filed on or before the last
date designated by the Bankruptcy Court as the last date for filing proofs of
Claim or Equity Interest or such other applicable date as ordered by the
Bankruptcy Court or permitted by the Bankruptcy Rules; or, if no proof of Claim
or Equity Interest is filed, any Claim against or Equity Interest in the Debtors
which has been or in the future is listed by the Debtors as liquidated in amount
and not disputed or contingent and a Claim or Equity Interest as to which no
objection to the allowance thereof has been interposed; or, in the case of
Administrative Expense Claim recognized as such by the Debtors, such Claim or
Equity Interest has been allowed in whole or in part by a Final Order. Unless
otherwise specified in the Plan, "Allowed Claim" shall not, for the purposes of
computation or Distributions under the Plan, include postpetition interest on
the amount of the Claim.
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2.5 Amended Employment Agreement: An amended and restated form of an
existing employee's employment agreement in a form acceptable to the Debtors,
the Creditors Committee and the employee which is executed by the employee and
the Debtors and filed with the Bankruptcy Court by March 1, 2000.
2.6 Amended and Restated Articles of Incorporation: The amended and
restated articles of incorporation of Coho Energy, Inc. that are approved
pursuant to this Plan and that shall go into effect on the Effective Date.
2.7 Appaloosa: Appaloosa Management, L.P.
2.8 Bank Group: MeesPierson Capital Corp.; Paribas, Houston Agency;
Christiania Bank OG Kreditkasse, ASA; Den Norske Bank ASA; Bank of Scotland;
Bank One, Texas, N.A.; Credit Lyonnais New York Branch; and Toronto Dominion
(Texas), Inc.
2.9 Bank Group Claim: The aggregate of all Claims asserted in
connection with the Existing Bank Group Loan Agreement, including, but not
limited to, approximate amount of $240 million of principal, plus accrued
interest, reasonable attorney's fees and reasonable expenses.
2.10 Bankruptcy Code: The Bankruptcy Reform Act of 1978, as amended,
title 11, United States Code, as applicable to this Chapter 11 case.
2.11 Bankruptcy Court: The United States District Court for the
Northern District of Texas, Dallas Division, having jurisdiction over the
Chapter 11 Case, or in the event such Court ceases to exercise jurisdiction over
the Chapter 11 Case, such court or adjunct thereof that exercises jurisdiction
over the Chapter 11 Case in lieu of the United States Bankruptcy Court for the
Northern District of Texas, Dallas Division.
2.12 Bankruptcy Rules: The Federal Rules of Bankruptcy Procedure, as
amended, and the local rules of the Bankruptcy Court, as applicable to this
Chapter 11 Case.
2.13 Base Rate: The floating annual interest rate established by Chase
from time to time as its base rate of interest and which may not be the lowest
or best interest rate charged by Chase on loans similar to the Credit Facility.
2.14 Bond Claims: Claims asserted by the holders of Existing Bonds
issued in connection with the Existing Bond Indenture.
2.15 Cash: Cash, cash equivalents and other readily marketable
securities or instruments issued by a Person other than a Debtor, including
readily marketable direct obligations of the United States of America,
certificates of deposit issued by banks and commercial paper of any entity,
including interest accrued or earned thereon.
2.16 Chapter 11 Case: The case under Chapter 11 of the Bankruptcy Code
in which the Debtors are the Debtors-in-Possession.
2.17 Chase: The Chase Manhattan Bank, as agent for the Lenders under
the Credit Facility.
2.18 Chase Commitment Letter: Letter dated December 9, 1999 from Chase
to the Debtors containing the Lenders' fees for arranging the Credit Facility
and the terms of the Lenders' commitment.
2.19 Claim: Any right to payment from any of the Debtors arising at any
time before the Effective Date, whether or not the right is reduced to judgment,
liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured or unsecured; or any right to any
equitable remedy for future performance if the applicable breach gives rise to a
right of payment from any of the Debtors, whether or not the right to an
equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured,
disputed, undisputed, secured or unsecured.
2.20 Collateral: The following property of the Debtors: (i) the issued
and outstanding capital stock and other equity interests of all existing or
hereafter created or acquired direct and indirect subsidiaries of the Parent
Company, (ii) certain proved mineral interests selected by Chase having a
present value, as
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determined by Chase, of not less than eighty-five percent (85%) of the present
value of all proved mineral interests of the Debtors evaluated by the Lenders
for purposes of determining the borrowing base, and (iii) other tangible and
intangible assets of the Debtors.
2.21 Confirmation Date: The date on which the Bankruptcy Court enters
the Confirmation Order.
2.22 Confirmation Hearing: The Bankruptcy Court hearing to confirm the
Plan, scheduled for March 15, 2000.
2.23 Confirmation Order: A Final Order of the Bankruptcy Court
confirming the Plan in accordance with the provisions of Chapter 11 of the
Bankruptcy Code.
2.24 Credit Agreement: The Senior Revolving Credit Agreement to be
entered into by the Parent Company, the Lenders and Chase in connection with
the Credit Facility.
2.25 Credit Facility: A Senior Revolving Credit Facility of up to $250
million from the Lenders with Chase as agent.
2.26 Creditor: Any person that holds a Claim against a Debtor that
arose on or before the Effective Date, or a Claim against a Debtor of any kind
specified in sections 502(f), 502(g), 502(h) or 502(i) of the Bankruptcy Code.
2.27 Creditors Committee: The Official Committee of Unsecured Creditors
in Chapter 11 Case.
2.28 Debtors: Coho Energy, Inc., a Texas corporation; Coho Resources,
Inc., a Nevada corporation; Coho Oil & Gas, Inc., a Delaware corporation; Coho
Exploration, Inc., a Delaware corporation; Coho Louisiana Production Company, a
Delaware corporation; and Interstate Natural Gas Company, a Delaware
corporation.
2.29 Debtors' Schedules: The Schedules of Assets and Liabilities,
Statement of Financial Affairs and Statement of Executory Contracts, as each may
be amended, filed by the Debtors with the Bankruptcy Court in accordance with
section 521(1) of the Bankruptcy Code.
2.30 Disclosure Statement: The Disclosure Statement under 11 U.S.C.
Section 1125, filed by the Debtor in connection with this Plan on December 21,
1999, as amended.
2.31 Disputed Claim: A Claim against a Debtor (a) as to which an
objection has been filed on or before the deadline for objecting to a Claim by
the Debtors or any party in interest and which objection has not been withdrawn
or resolved by entry of a Final Order, (b) a Claim that has been asserted in an
amount greater than that listed in the Debtors' Schedules as liquidated in an
amount and not disputed or contingent, or (c) that the Debtors' Schedules list
as contingent, unliquidated or disputed.
2.32 Disputed Claims Reserve: A segregated account to be held in trust
by the Debtors for the benefit of holders of Disputed Claims in accordance with
the provisions of Article XV of the Plan.
2.33 Distribution: The property required by the Plan to be distributed
to the holders of Allowed Claims.
2.34 Effective Date: A date eleven or more days after entry of the
Confirmation Order on which the Plan is consummated by the occurrence of the
following: (i) the Existing Common Stock is extinguished and shares of the New
Common Stock have been issued to the holders of the Existing Common Stock; (ii)
the Existing Bonds are extinguished and shares of the New Common Stock are
issued to the holders of the Existing Bonds; (iii) the Bank Group Claim is paid
in full; (iv) the Credit Agreement is executed and delivered; (v) funds are
received from the Rights Offering or Private Placement and New Common Stock is
issued to such subscribers; and (vi) the Standby Loan is funded, if necessary,
in each case, in accordance with the terms of this Plan.
2.35 Employee Benefit Plan: An employee benefit plan as defined in
section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
from time to time, together with all regulations issued pursuant thereto, (and
including any plan established pursuant to section 401(k) of the Internal
Revenue Code of 1986, as amended) that is now or was previously maintained,
sponsored or contributed to by a Debtor.
2.36 Equity Interest: Any equity interest in the Parent Company by
ownership of Existing Common Stock, including any warrants or options to acquire
any Existing Common Stock and any rights pertaining to
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the Existing Common Stock, including voting rights, rights to receive dividends
or other distributions, rights to request or demand any shares to be registered
under securities laws, rights to nominate directors or to otherwise determine
membership on a board of directors or any committee of a board of directors,
rights to approve or to withhold approval of any matters pertaining to the
Parent Company, rights to acquire any additional securities of the Parent
Company or to acquire any rights with respect to those securities, and any
rights to receive proceeds from any liquidation or dissolution of the Parent
Company.
2.37 Eurodollar Rate: The annual interest rate equal to the London
interbank offered rate for deposits in United States dollars that are offered to
Chase.
2.38 Existing Bank Group Loan Agreement: The Fourth Amended and
Restated Credit Agreement dated December 18, 1997, among Coho Resources, Inc.;
Coho Louisiana Production Company; Coho Exploration, Inc.; Coho Oil & Gas, Inc.;
Coho Energy, Inc., Interstate Natural Gas, a Delaware corporation; and the
members of the Bank Group; the Fourth Amended and Restated Credit Agreement
dated December 18, 1997, as supplemented and amended and all related documents,
by and between the Debtors and the Bank Group.
2.39 Existing Bond Indenture: The Indenture dated October 1, 1997, as
amended by the First Supplemental Indenture dated September 2, 1998, among Coho
Energy, Inc., the subsidiary guarantors named therein and HSBC Bank USA,
formerly known as Marine Midland Bank.
2.40 Existing Bonds: The Bonds issued before the Petition Date under
the Existing Bond Indenture.
2.41 Existing Common Stock: The common stock of the Parent Company,
$0.01 par value, existing before the Effective Date.
2.42 Final Order: An order that is no longer subject to appeal,
certiorari proceeding or other proceeding for review or rehearing, and as to
which no appeal, certiorari proceeding, or other proceeding for review or
rehearing shall then be pending.
2.43 Fully Secured Claim: A Claim secured by a lien on property whose
value exceeds the Allowed amount of that Claim pursuant to section 506(a) of the
Bankruptcy Code.
2.44 General Unsecured Claims: A Claim other than a Bond Claim not
secured by a charge against or interest in property in which the Debtors' estate
has an interest.
2.45 Lenders: A syndicate of lenders under the Credit Facility.
2.46 Miscellaneous Secured Claim: A secured claim under section 506 of
the Bankruptcy Code other than the Bank Group Claim, including properly
perfected mechanic's and materialman's lien claims.
2.47 New Common Stock: The common stock, $0.01 par value, of the
Reorganized Parent Company from and after the Effective Date.
2.48 Pacholder: Pacholder Associates, Inc.
2.49 Parent Company: Coho Energy, Inc., a Texas corporation.
2.50 Oaktree: Oaktree Capital Management, LLC.
2.51 Person: An individual, a corporation, a limited liability company,
a partnership, an association, a joint stock company, a joint venture, an
estate, a trust, an unincorporated association or organization, a government or
any agency or subdivision thereof or any other entity.
2.52 Petition Date: August 23, 1999, the date on which the Debtors
filed their voluntary Chapter 11 petition.
2.53 Plan: This Plan of Reorganization under Chapter 11 of the United
States Bankruptcy Code, either in its present form or as it may be altered,
amended, or modified from time to time.
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2.54 Plan Participants: Debtors, Reorganized Debtors, the Creditors
Committee and members thereof, the Indenture Trustee under the Existing Bond
Indenture, and directors, officers, employees and advising professionals of all
of the preceding.
2.55 PPM America: PPM America, Inc.
2.56 Private Placement: The private placement of New Common Stock with
third party investors pursuant to Rule 144A of the Securities Act of 1933.
2.57 Priority Tax Claim: Any Claim entitled to priority in payment
under section 507(a)(7) of the Bankruptcy Code.
2.58 Rejected Agreements: All executory contracts and unexpired leases
of the Debtors listed or otherwise described on Schedule A to the Disclosure
Statement.
2.59 Reorganized Debtors: The Debtors, as reorganized pursuant to this
Plan.
2.60 Reorganized Parent Company: The Parent Company, as reorganized
pursuant to this Plan.
2.61 Representatives: Any officer, director, financial advisor,
attorney or other professional who participated in the formulation or
confirmation of the Plan for the Debtor or the Plan Participants.
2.62 Rights: Rights to purchase shares of New Common Stock that will
be offered to the holders of Existing Common Stock pursuant to the Rights
Offering.
2.63 Rights Offering: The rights offering to be made pursuant to a
prospectus distributed to the holders of Existing Common Stock of the Parent
Company as of the Rights Offering Record Date, which will give holders of
Existing Common Stock as of the exclusive first right to purchase additional
shares of the New Common Stock, and, at the Parent Company's discretion, allow
third parties the opportunity to purchase any unsubscribed shares of New Common
Stock.
2.64 Rights Offering Record Date: The date, to be set by the board of
directors of the Parent Company in accordance with applicable law, for
determination of holders of Existing Common Stock eligible to participate in the
Rights Offering.
2.65 SEC: Securities and Exchange Commission.
2.66 Secured Claim: A Claim to the extent of the value, as determined
by the Bankruptcy Court pursuant to section 506(a) of the Bankruptcy Code, of
any interest in property of the Debtor's estate securing such Claim. To the
extent that the value of such interest is less than the amount of the Claim
which has the benefit of such security, such Claim is an Unsecured Deficiency
Claim unless, in any such case, the class of which such Claim is a part makes a
valid and timely election under section 1111(b) of the Bankruptcy Code to have
such Claim treated as a Secured Claim to the extent allowed.
2.67 Standby Lenders: PPM America, Pacholder, Oaktree and Appaloosa and
their assignees, holders of Existing Bonds who participate in the Standby Loan,
and others who may participate in the Standby Loan.
2.68 Standby Lender Fee Letter: Letter dated January 24, 2000 from the
Standby Lenders to the Debtors containing the Standby Lenders' fees for
arranging the Standby Loan and the terms of their commitment.
2.69 Standby Loan: A loan currently committed of up to $70 million from
PPM America, Pacholder, Oaktree and Appaloosa and others wishing to participate
in the Standby Loan, which may increase to a total commitment of $90 million.
2.70 Standby Loan Agreement: The note purchase agreement to be entered
into by the Debtors, PPM America, Pacholder, Oaktree, Appaloosa and holders of
Existing Bonds wishing to participate in the Standby Loan in connection with the
Standby Loan.
2.71 Standby Loan Notes: Notes issued by the Debtors to evidence loans
made pursuant to the Standby Loan Agreement.
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2.72 Standby Shares: The fully diluted New Common Stock of the
Reorganized Company to be issued to the Standby Lenders if the Debtors draw on
the Standby Loan.
2.73 Treasury Rate: The yield of U.S. Treasury securities, with a term
equal to the then remaining term of the Standby Loan Notes, which has become
publicly available on the third business day before the date fixed for
repayment.
2.74 Unsecured Deficiency Claim: A Claim by a Creditor arising out of
the same transaction as a Secured Claim to the extent that the value, as
determined by the Bankruptcy Court pursuant to section 506(a) of the Bankruptcy
Code, of such Creditor's interest in property of the Debtor's estate securing
such Claim is less than the amount of the Claim which has the benefit of such
security as provided by section 506(a) of the Bankruptcy Code, unless, in any
such case, the class of which such Claim is a part makes a valid and timely
election under section 1111(b) of the Bankruptcy Code to have such Claim treated
as a secured claim to the extent allowed.
2.75 Voting Record Date: The date the Bankruptcy Court enters the order
approving the Disclosure Statement.
The words "herein," "hereof" and "hereunder" and other words of similar
import refer to this Plan as a whole and not to any particular section,
subsection or clause contained in this Plan, unless the context requires
otherwise. Whenever from the content it appears appropriate, each term stated in
either the singular or the plural includes both the singular and the plural, and
pronouns stated in the masculine, feminine or neuter gender include each of the
masculine, feminine and the neuter genders. The section headings contained in
the Plan are for reference purposes only and shall not affect in any way the
meaning or interpretation of the Plan. In this Plan, "including" means
"including without limitation".
A term used in this Plan, not defined in this Plan and defined in the
Bankruptcy Code has the meaning assigned to it in the Bankruptcy Code. A term
used in this Plan, not defined in this Plan, not defined in the Bankruptcy Code
and defined in the Bankruptcy Rules has the meaning assigned to it in the
Bankruptcy Rules.
ARTICLE III
CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS
Claims and Equity Interests of COHO ENERGY, INC. are classified as
follows:
3.1 Class 1: Allowed Administrative Expense Claims
3.2 Class 2: Allowed Priority Tax Claims
3.3 Class 3: Allowed Bank Group Claim
3.4 Class 4: Allowed Miscellaneous Secured Claims
3.5 Class 5: Allowed Bond Claims
3.6 Class 6: Allowed General Unsecured Claims
3.7 Class 7: Allowed Administrative Convenience Claims
3.8 Class 8: Allowed Interests of Equity Security Holders of Coho
Energy, Inc.
ARTICLE IV
IDENTIFICATION OF CLAIMS AND EQUITY INTERESTS IMPAIRED BY THE PLAN
4.1 Unimpaired Classes: Classes 1, 4 and 7 Claims are not impaired
under the Plan and are not entitled to vote to accept or reject the Plan.
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4.2 Impaired Classes to Vote on Plan: The Claims and Equity Interests
specified in Classes 2, 3, 5, 6 and 8 of the Plan are impaired and are entitled
to vote to accept or reject the Plan.
4.3 Controversy Concerning Impairment: In the event of a controversy as
to whether any Claim or Equity Interest or class of Claims or Equity Interests
is impaired under the Plan, the Bankruptcy Court will, after notice and a
hearing, determine the controversy.
ARTICLE V
PROVISIONS FOR TREATMENT OF ALLOWED ADMINISTRATIVE EXPENSE CLAIMS (CLASS 1)
5.1 Full Payment: On the Effective Date, each Allowed Administrative
Expense Claim will be paid in full in Cash or from any retainers on hand, or
upon such other terms as may be agreed by and between the holder of such Claim
and the Debtor.
5.2 Impairment: Administrative Expense Claims are not impaired under
the Plan.
ARTICLE VI
PROVISIONS FOR TREATMENT OF ALLOWED PRIORITY TAX CLAIMS (CLASS 2)
6.1 Treatment: Except to the extent that a holder of an Allowed
Priority Tax Claim agrees to a different treatment, each holder of an Allowed
Priority Tax Claim will receive on account of such Claim a promissory note,
dated as of the Effective Date, in the principal amount of the Allowed Claim of
each such Creditor calculated as of the Effective Date. Each promissory note
will provide for payment of monthly installments of principal and interest as if
such note was being amortized over a period of sixty (60) months, with payments
commencing on the first day of the second month after the Effective Date. Each
note will become due and payable in full five (5) years after the date of
assessment of such claim. Each note will bear interest at the rate of 6% per
annum unless a different rate is chosen by the Bankruptcy Court pursuant to
sections 1129(a)(9)(c) and 1129(b)(2)(A)(i).
6.2 Impairment: Allowed Priority Tax Claims are impaired under the
Plan.
6.3 Provision for Disputed Priority Tax Claims: The Debtors will
litigate Disputed Priority Tax Claims to determine the extent to which the
Disputed Priority Tax Claim should be allowed. During the pendency of such
litigation, the Debtor will place into the Disputed Claims Reserve such amounts
as may be fixed by agreement, by provisional allowance in the Confirmation
Order, or by other order of the Bankruptcy Court, unless other depository
arrangements or terms are directed by order of the Bankruptcy Court.
ARTICLE VII
PROVISIONS FOR TREATMENT OF THE ALLOWED BANK GROUP CLAIM (CLASS 3)
7.1 Treatment: On the Effective Date, the Allowed Bank Group Claim will
be treated as a fully secured claim and will be paid in full in cash. At such
time as the Allowed amount of the Bank Group's Claim is fixed and paid in full,
the Claim will be extinguished and all liens discharged. The entry of the
Confirmation Order will be a final and binding adjudication on the allowance of
the Bank Group Claim (in an amount agreed to by the Debtors, the Creditors
Committee and the Bank Group or as allowed by Bankruptcy Court order after
objection) and will operate as a final and conclusive compromise and settlement
of any and all claims which have or may be asserted by or through the Debtors
against the Bank Group, its constituent members, their successors, assigns,
officers, directors, employees, attorneys, agents and representatives thereof.
The Parent Company will obtain the funds necessary for the payment of the
Allowed Bank Group Claim through the combination of (i) the Credit Facility,
(ii) the Rights Offering and the Private Placement, (iii) cash on hand from the
Debtors' operations, and (iv) the Standby Loan, if necessary.
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7.2 Impairment: The Allowed Bank Group Claim is impaired under the
Plan. Payment in cash of a claim such as the Allowed Bank Group Claim is no
longer listed in section 1124 of the Bankruptcy Code as a form of unimpairment.
ARTICLE VIII
PROVISIONS FOR TREATMENT OF MISCELLANEOUS SECURED CLAIMS (CLASS 4)
8.1 Treatment: Allowed Miscellaneous Secured Claims will receive cash
payment in an amount equal to one hundred percent (100%) of such Allowed
Miscellaneous Secured Claims on the later of the Effective Date or the date upon
which the Miscellaneous Secured Claims is Allowed, or within 10 days thereafter.
8.2 Impairment: The Allowed Miscellaneous Secured Claims are unimpaired
under the Plan.
ARTICLE IX
PROVISIONS FOR TREATMENT OF ALLOWED BOND CLAIMS (CLASS 5)
9.1 Treatment: On the Effective Date, the Existing Bond Indenture and
Existing Bonds will be extinguished. Holders of Allowed Bond Claims will receive
on the Effective Date their pro rata share of 96% of the New Common Stock,
without giving effect to the shares issuable under the Rights Offering or the
Private Placement and, the Standby Loan, as necessary.
9.2 Impairment: The Allowed Bond Claims are impaired under the Plan.
ARTICLE X
PROVISIONS FOR TREATMENT OF ALLOWED GENERAL UNSECURED CLAIMS (CLASS 6)
10.1 Treatment: In full satisfaction of all Allowed General Unsecured
Claims, each holder thereof will receive cash payment of 100% of its Allowed
Claim in four equal quarterly installments, without interest, the first of which
will be paid on the Effective Date and the remainder of which will be paid on
the first day of each subsequent calendar quarter. When a Disputed General
Unsecured Claim becomes an Allowed General Unsecured Claim, that date will be
treated as the Effective Date for such Claim and the remainder of such Claim
will be paid on the first day of each of the next three calendar quarters.
10.2 Impairment: Allowed General Unsecured Claims are impaired under
the Plan.
ARTICLE XI
PROVISIONS FOR TREATMENT OF ALLOWED ADMINISTRATIVE CONVENIENCE CLAIMS
(CLASS 7)
11.1 Treatment: Except to the extent that an Allowed Administrative
Convenience Claim has been paid by the Debtors before the Effective Date or a
holder of the Claim agrees to a different treatment, each holder of an Allowed
Administrative Convenience Claim will be paid in full in Cash on the later of
the Effective Date or the date such Allowed Administrative Convenience Claim
becomes an Allowed Administrative Convenience Claim, or within 10 days
thereafter.
11.2 Impairment: Allowed Administrative Convenience Claims are
unimpaired under the Plan.
ARTICLE XII
PROVISIONS FOR TREATMENT OF INTERESTS
OF EQUITY SECURITY HOLDERS OF COHO ENERGY, INC. (CLASS 8)
12.1 Treatment: The holders of Existing Common Stock will receive fair
and equitable treatment under the Plan. On the Effective Date the Existing
Common Stock will be extinguished and holders of the
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Existing Common Stock as of the Voting Record Date will receive their pro rata
share of 4% of the New Common Stock, without giving effect to the shares
issuable under either the Rights Offering or the Private Placement or any shares
of New Common Stock issued under the Standby Loan, as necessary. The holders of
Existing Common Stock as of the Rights Offering Record Date will also receive
exclusive first priority rights to purchase in the Rights Offering, to be made
pursuant to a separate prospectus, additional shares of the New Common Stock for
a purchase price of $0.26 per share, up to a total of $90 million. However, as
described in Section 13.4(b) below, if the registration statement filed with the
SEC in connection with the Rights Offering is not declared effective by a date
sufficiently early to give the Parent Company adequate time to arrange and
complete the Rights Offering, the Parent Company may, in its sole discretion,
discontinue the Rights Offering and proceed with the Private Placement.
12.2 Impairment: The holders of Existing Common Stock are impaired
under the Plan.
ARTICLE XIII
MEANS FOR EXECUTION OF THE PLAN
13.1 Substantive Consolidation: For purposes of this Plan, all the
Debtors will be treated as substantively consolidated with the Parent Company.
13.2 Reorganized Debtors: From and after the Effective Date, each of
the Reorganized Debtors will continue in existence as a separate corporate
entity, in accordance with the law applicable in the jurisdiction under which it
was incorporated and pursuant to its charter and bylaws in effect on the
Effective Date. Each of the Reorganized Debtors will not be liquidated, and will
continue to engage in the businesses permitted by its charter and bylaws. The
stock in each Reorganized Debtor other than the Reorganized Parent Company will
not be effected by this Plan.
13.3 Payment of Allowed Bank Group Claim: The Reorganized Parent
Company will obtain the funds necessary for the payment of the Allowed Bank
Group Claim through the combination of (i) the Credit Facility, (ii) the Rights
Offering or the Private Placement, (iii) cash on hand from the Debtors'
operations, and (iv) the Standby Loan, if necessary.
(a) The Credit Facility. On the Effective Date, the
Reorganized Parent Company will establish the Credit Facility with
Chase, as agent for the Lenders, for a principal amount of up to $250
million. The Credit Facility will limit advances to the amount of the
borrowing base, which is anticipated to be set initially at $210
million, $10 million of which must remain undrawn and available on the
Effective Date. The borrowing base will be the loan value to be
assigned to the proved reserves attributable to the Reorganized Parent
Company's oil and gas properties. The initial borrowing base will be
subject to Chase's review of the January 1, 2000 reserve report to be
prepared by the Parent Company and audited by an independent petroleum
engineering firm acceptable to the Lenders. The initial borrowing base
will be determined before the Confirmation Hearing.
The Credit Facility will be subject to semiannual borrowing
base redeterminations, each May 1 and November 1, and such
redeterminations will be made in the sole discretion of the Lenders.
The Reorganized Parent Company will deliver to the Lenders by April 1
and October 1 of each year a reserve report prepared as of the
immediately preceding January 1 and July 1, respectively. The January 1
reserve report will be prepared by the Reorganized Parent Company and
audited by an independent petroleum engineering firm, acceptable to
Chase, and the July 1 reserve report will be prepared internally by the
Reorganized Parent Company, in a form acceptable to Chase. Based in
part on the reserve report, the Lenders will redetermine the borrowing
base in their sole discretion. For an increase in the borrowing base,
consent of 100% of the Lenders will be required. To maintain the
borrowing base, or to reduce the borrowing base, consent of 75% of the
Lenders of outstanding loans or, in the event that no loans are
outstanding, the Lenders holding 75% of the current commitments under
the Credit Facility, will be required. The Reorganized Parent Company
or Chase may request one additional borrowing base determination during
any calendar year.
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(b) Credit Facility Interest Payments and Term. Interest on
advances under the Credit Facility will be payable on the earlier of
(i) the expiration of any interest period under the Credit Facility or
(ii) quarterly, beginning with the first quarter after the Effective
Date. Amounts outstanding under the Credit Facility will accrue
interest at the option of the Reorganized Parent Company at (i) the
Eurodollar Rate, plus an applicable margin, or (ii) the Base Rate, plus
an applicable margin. All outstanding advances under the Credit
Facility are due and payable in full three years from the Effective
Date.
(c) Security. The Credit Facility will be secured by granting
first and prior security interests and mortgage liens in the Collateral
to Chase for the benefit of the Lenders. The rights and
responsibilities of Chase, the Lenders and the Debtors will be governed
by the Credit Agreement and related documents, which will permit the
Lenders to enforce their rights to the Collateral upon the occurrence
of an "event of default" (as defined in the Credit Agreement).
(d) Fees Paid in Connection with the Credit Facility. Certain
fees for the Lenders contained in the Chase Commitment Letter were
approved by the Bankruptcy Court at a hearing on the fees held on
January 27, 2000. These fees include an initial due diligence fee of
$200,000. If the Lenders fund under the Credit Facility on the
Effective Date, they will be entitled to an additional aggregate $6.5
million of closing fees. All fees paid by the Parent Company in
connection with the Credit Facility are non-refundable and are in
addition to reimbursements to be paid for expenses incurred by Chase in
connection with the preparation of the Credit Agreement.
The Chase Commitment Letter provides that there are a number
of conditions that must be met before the Lenders will be committed to
fund the Credit Facility on the Effective Date, including: (a)
agreement concerning definitive documents, (b) completion of economic
due diligence and (c) approval by Chase of the Reorganized Parent
Company's management team and capital structure. Chase and the Debtors
will come to agreement on definitive documents in keeping with the
terms of the Plan by March 1, 2000. When Chase indicates to the Debtors
by the later of March 14, 2000 or the last business day immediately
preceding the Confirmation Hearing, that all conditions have been met,
the Lenders will be committed to fund on the Effective Date. If the
Lenders fund on the Effective Date, they will be entitled to $6.5
million in closing fees.
(e) Payment of Allowed Bank Group Claim. The Allowed Bank
Group Claim consists of approximately $240 million of principal (plus
accrued interest and reasonable fees and expenses). The Reorganized
Parent Company will use approximately $200 million in advances under
the Credit Facility toward the payment of the Allowed Bank Group Claim.
The remaining amount of the Allowed Bank Group Claim will be paid with
the proceeds of the Rights Offering, the Private Placement, and if
necessary, the Standby Loan. The Allowed amount of the Bank Group Claim
will be fixed and determined before the conclusion of the Confirmation
Hearing, either by agreement between the Bank Group, the Debtors and
the Creditors Committee, or as allowed by Bankruptcy Court order after
objection.
13.4 New Investment: To implement this Plan, the Reorganized Debtors
will raise up to $90 million of new investment in the Reorganized
Parent Company by the Rights Offering or the Private Placement, and, if
applicable, the Standby Loan. A portion of the proceeds from the Rights
Offering, the Private Placement and the Standby Loan, if applicable,
will be used to pay the balance of the Bank Group Claim.
(a) The Rights Offering or Private Placement. Under the Rights
Offering, holders of Existing Common Stock as of the Rights Offering
Record Date will have the right to buy additional shares of the New
Common Stock based on the number of shares of Existing Common Stock
owned as of the Rights Offering Record Date, for a price of $0.26 per
share, up to an aggregate of $90 million. Holders of Existing Common
Stock as of the Rights Offering Record Date who wish to purchase more
than their allocable portion of the shares offered to them in the
Rights Offering may do so, to the extent that other shareholders do not
elect to participate in the Rights Offering. If the Rights Offering is
not fully subscribed up to $90 million by the holders of Existing
Common Stock as of the Rights Offering Record
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Date, then the Parent Company may offer the remaining shares of New
Common Stock to third parties pursuant to the Rights Offering.
(b) Registration and Termination of Rights Offering; Private
Placement. In connection with the Rights Offering, the Parent Company
filed a registration statement with the SEC to register the Rights and
to register the shares of New Common Stock under the Rights Offering.
If the registration statement filed with the SEC is not declared
effective by a date sufficiently early to give the Parent Company
adequate time to arrange and complete the Rights Offering, the Parent
Company may, in its sole discretion, discontinue the Rights Offering
and proceed with the Private Placement. The Parent Company paid a
filing fee of $23,760 to the SEC in conjunction with the filing of the
registration statement and other associated expenses in conjunction
with the printing and mailing of the related prospectus. If the Rights
Offering is not fully subscribed up to $90 million by holders of
Existing Common Stock as of the Rights Offering Record Date, then the
Parent Company may offer any of the remaining shares to third-party
investors. The Rights Offering or the Private Placement would be
arranged by Jefferies & Company, Inc., or another investment banker,
subject to the approval of the Bankruptcy Court. Jefferies & Company,
Inc., or another investment banker, will be retained for the limited
purpose of arranging the Rights Offering or the Private Placement and
not as a general financial advisor to the Debtors.
THIS PLAN REFERS TO AND BRIEFLY DESCRIBES, AS AN INTEGRAL PART
OF THE PLAN, A "RIGHTS OFFERING" AND A "PRIVATE PLACEMENT". THIS PLAN
DOES NOT AND THE DISCLOSURE STATEMENT WILL NOT CONSTITUTE A
SOLICITATION OF ACCEPTANCE OF RIGHTS TO BE DISTRIBUTED PURSUANT TO THE
RIGHTS OFFERING, AN OFFER TO SELL (OR A SOLICITATION OF AN OFFER TO
BUY) THE RIGHTS OR THE SHARES OF NEW COMMON STOCK TO BE OFFERED
PURSUANT TO THE RIGHTS OFFERING, OR, IF APPLICABLE, AN OFFER TO SELL
(OR THE SOLICITATION OF AN OFFER TO BUY) THE SHARES OF NEW COMMON STOCK
TO BE OFFERED PURSUANT TO THE PRIVATE PLACEMENT. THE ISSUANCE OF THE
RIGHTS PURSUANT TO THE RIGHTS OFFERING AND THE OFFER OF SHARES OF NEW
COMMON STOCK PURSUANT TO THE RIGHTS OFFERING MAY ONLY BE MADE BY MEANS
OF A PROSPECTUS INCLUDED WITHIN A REGISTRATION STATEMENT THAT HAS BEEN
FILED WITH, AND THAT HAS BEEN DECLARED EFFECTIVE BY, THE SEC AND AFTER
COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS. THE
PARENT COMPANY HAS FILED A REGISTRATION STATEMENT WITH THE SEC. ANY
OFFER OF SHARES OF NEW COMMON STOCK PURSUANT TO THE PRIVATE PLACEMENT
MAY ONLY BE MADE BY MEANS OF, AND ON THE CONDITIONS CONTAINED IN, AN
OFFERING MEMORANDUM PROVIDED BY THE PARENT COMPANY. INFORMATION ABOUT
THE RIGHTS OFFERING AND THE PRIVATE PLACEMENT IS INCLUDED IN THE
DISCLOSURE STATEMENT AND IN THIS PLAN SOLELY FOR THE PURPOSE OF
SATISFYING REQUIREMENTS OF THE BANKRUPTCY CODE TO PROVIDE INFORMATION
ADEQUATE TO ENABLE THE HOLDERS OF CLAIMS AND INTERESTS TO MAKE AN
INFORMED DECISION ABOUT THE PLAN.
(c) The Standby Loan. The Standby Loan is to be made pursuant
to a senior subordinated note facility under which the Reorganized
Debtors will issue, and the Standby Lenders will purchase, an amount of
senior subordinated notes to be determined by the Reorganized Debtors.
This amount will be a maximum of $70 million given the current level of
commitment under the Standby Loan and a maximum OF $90 million if more
Standby Loan commitments are obtained and made available before the
conclusion of the Confirmation Hearing, or the Effective Date, if the
Debtors choose to extend the Rights Offering to that date. The rights
and responsibilities of the Standby Lenders and the Debtors will be
governed by the Standby Loan Agreement.
(d) Terms of the Standby Loan. Debt under the Standby Loan
Agreement will be evidenced by the Standby Loan Notes, maturing seven
years after the Effective Date and bearing interest at a minimum annual
rate of 15% and payable in cash semiannually. After the first
anniversary of the Effective Date, additional semiannual interest will
be payable in an amount equal to 1/2% for every $0.25 that the Actual
Price exceeds $15 per barrel of oil equivalent during the applicable
semiannual interest period, up to a maximum of 10% additional interest
per year. Additionally, upon an event of default occurring under the
Standby Loan, interest will be payable in cash, unless otherwise
required to be paid-in-kind, at a rate equal to 2% per year over the
applicable interest rate. The Actual Price will be calculated over a
six-month measurement period ending on the date two months before the
applicable
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interest payment date. Interest on the Standby Loan may be paid-in-kind
subject to the requirements of the Credit Agreement.
(e) Payment of Indebtedness under the Standby Loan. Payment of
the Standby Loan Notes will be subordinate to payments in full in cash
of all obligations arising in connection with the Credit Facility.
Subject to a final agreement between the Standby Lenders and Chase,
after the initial 12-month period, cash interest payments may be made
only to the extent by which earnings before income tax, depreciation
and amortization expense ("EBITDAX") on a trailing four-quarter basis
exceed $65 million. The Credit Agreement may also prohibit the
Reorganized Parent Company from making any cash interest payments on
the Standby Loan indebtedness if the outstanding indebtedness under
both the Credit Facility and the Standby Loan, exceeds 3.75 times the
EBITDAX for the trailing four quarters. The Reorganized Parent Company
may prepay the Standby Loan Notes at the face amount, in whole or in
part, in minimum denominations of $1,000,000, plus either (i) a
standard make-whole payment with a discount rate of 300 basis points
over the Treasury Rate for the first four years, or (ii) beginning in
the fifth year, a premium equal to one-half the 15% base interest rate,
declining annually and ratably to par. The Standby Loan Notes may only
be paid if either (i) all obligations under the Credit Facility have
been paid in full in cash or (ii) if the Lenders of 75% of the
outstanding loans or, if none are outstanding, the Lenders holding 75%
of the current loan commitments under the Credit Facility consent to
the payment.
(f) Standby Shares. If the Standby Loan Notes are issued, the
Standby Lenders will receive the Standby Shares. If $70 million in
Standby Loan Notes are issued, the Standby Lenders will receive 14% of
the fully diluted New Common Stock. The amount of Standby Shares issued
will be adjusted ratably according to the actual principal amount of
Standby Loan Notes issued. The Standby Shares issued to the Standby
Lenders will be in addition to the shares of New Common Stock issued to
holders of the Existing Bonds, holders of Existing Common Stock and
persons participating in the Rights Offering or Private Placement. See
the Disclosure Statement for an illustration of the dilution of the New
Common Stock.
(g) Fees Paid in Connection with the Standby Loan. Certain
fees for the Standby Lenders contained in the Standby Lender Fee Letter
were approved by the Bankruptcy Court in a hearing on the fees held on
January 27, 2000. This includes (1) a due diligence fee of $200,000
payable immediately and (2) break up a fee of $1.0 million (the "Break
Up Fee"), to be paid if the Standby Lenders give the Debtors written
notice that all conditions to closing have been met and if a plan of
reorganization is subsequently confirmed and consummated that does not
use the Standby Loan. If, after receiving a letter from the Standby
Lenders that all conditions have been met, the Debtors subsequently
obtain confirmation of a plan of reorganization without an alternative
financing proposal, the Debtors will owe the Standby Lenders a closing
fee in an amount equal to the greater of $1.0 million or 3 1/2% of the
aggregate principal amount of the Standby Loan Notes purchased (the
"Closing Fee"). The obligation of the Reorganized Debtors to pay the
Break Up Fee or Closing Fee, will be an administrative expense claim
having priority over all administrative expenses in accordance with
section 364(c)(1) of the Bankruptcy Code. The Debtors will pay either
the Closing Fee or the Break Up Fee, but not both.
The Standby Lender Fee Letter provides that there are only two
essential kinds of conditions which must be met before the Standby
Lenders will be committed to fund the Standby Loan on the Effective
Date: (1) agreement to definitive documents and (2) completion of
economic due diligence. The Standby Lenders and the Debtors will come
to agreement on definitive documents in keeping with the terms of the
Plan and satisfactory to both of them. When the Standby Lenders
indicate by letter to the Debtors on the later of March 14, 2000, or
the last business day immediately prior to the Confirmation Hearing,
that they have completed their due diligence and that all conditions to
closing have been met except entry of an order confirming the Plan,
then (1) the Standby Lenders will be committed to fund on the Effective
Date and (2) the Standby Lenders will be entitled to a minimum fee of
$1.0 million, either as a Closing Fee or a Break Up Fee. If the Standby
Lenders do not notify the Debtors in writing by the later of March 14,
2000, or the last business day immediately preceding the Confirmation
Hearing, that all conditions have been met, then they will be entitled
to their reasonable fees and expenses in
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connection with the Standby Loan, but they will not be entitled to the
Break Up Fee. If the Standby Lenders fund the Standby Loan on the
Effective Date, they will be entitled to the Closing Fee, and will
not be entitled to the Break Up Fee.
(h) Other Sources of Financing. Contemporaneous with the
filing of this Plan, the Debtors have supported Bankruptcy Court
approval of procedures whereby other parties interested in providing
the Standby Loan on more favorable terms to the Reorganized Debtors may
offer binding commitments by the end of the Disclosure Statement
hearing.
13.5 Revesting of Assets: Except as otherwise provided in this Plan,
the property and assets of the Debtors' bankruptcy estate under section 541 of
the Bankruptcy Code, including all Claims listed in Articles XVI and XVII
hereof will revest in the Reorganized Debtors on the Effective Date free and
clear of all Claims and Equity Interests, but subject to the obligations of the
Reorganized Debtors as set forth in this Plan. Commencing on the Effective Date,
the Reorganized Debtors may deal with their assets and property and conduct
their businesses, without any supervision by, or permission from, the Bankruptcy
Court or the office of the United States Trustee and free of any restriction
imposed on the Debtors by the Bankruptcy Code or by the Bankruptcy Court during
the Chapter 11 Case.
13.6 New Common Stock: The provisions of the New Common Stock to be
issued pursuant to the Plan are summarized as follows:
(a) Authorization. The Reorganized Parent Company will be
authorized to issue the number of shares of New Common Stock set forth
in the Disclosure Statement.
(b) Par Value. The New Common Stock has a par value of $0.01
per share.
(c) Rights. The New Common Stock has such rights with respect
to dividends, liquidation, voting and other matters as set forth
in the amended and restated articles of incorporation of the
Reorganized Parent Company and as provided under applicable law.
(d) Dilution. The New Common Stock issued to holders of
Existing Common Stock as of the Voting Record Date and holders of
Existing Bonds is subject to dilution by the Rights Offering, the
Private Placement and the Standby Shares, if necessary. The New Common
Stock issued to persons participating in the Rights Offering or the
Private Placement will not be subject to dilution by the Standby
Shares. See the Disclosure Statement for an illustration of the
dilution of the New Common Stock.
13.7 Directors and Officers: Debtor's current directors and officers
are listed in the Disclosure Statement. In accordance with section 1125(a) of
the Bankruptcy Code, these will be the officers and directors on the Effective
Date and immediately thereafter, however, in keeping with the provisions of this
paragraph, as soon as practicable after the Effective Date the new board of
directors of the Reorganized Debtors will convene a meeting. Four members of the
post-Effective Date board of directors will be selected by the Principal
Bondholders. One member of the board of directors will be selected by the
post-Effective Date board of directors from the Debtors' post-Effective Date
management. Two members of the board of directors will be selected by the
entities whose new investment funding is used on the Effective Date (whether
under the Standby Loan or some alternative source of funding) based upon their
relative contributions of capital. Accordingly, certain parties have rights
under the Plan to designate new directors. Those parties have not yet made those
designations. Any such designations will be made before the commencement of the
Confirmation Hearing and will be disclosed at the Confirmation Hearing. Any
changes in officers made before the completion of the Confirmation Hearing will
be disclosed during the Confirmation Hearing. Any further changes in officers
will be made after the Effective Date by the board of directors of the
Reorganized Parent Company. Upon approval of the Plan, a retention bonus plan,
under which certain key employees are provided with additional incentives to
continue their employment with the Parent Company as it pursues a
reorganization, will be implemented as described in the Disclosure Statement.
13.8 Amended and Restated Articles of Incorporation: The amended and
restated articles of incorporation of the Reorganized Parent Company and the
charters of the other Reorganized Debtors, as amended
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pursuant to this Plan, will go into effect on the Effective Date and will
satisfy the provisions of this Plan and section 1123(a)(6) of the Bankruptcy
Code.
13.9 Implementing Documents. To implement this Plan, several documents
will be signed and delivered or otherwise made effective, including the
following documents:
o Promissory Note to be issued to holders of Allowed Priority Tax
Claims
o Credit Agreement
o Standby Loan Agreement
o Amended Employment Agreements
o Amended and restated articles of incorporation of Coho Energy, Inc.
o Amended and restated bylaws of Coho Energy, Inc.
o Registration rights agreement
o Shareholders' agreement
Forms of these documents will be filed with the Bankruptcy Court by March 1,
2000. Thereafter, the Debtors will provide a copy of the form of any of these
documents to any party in interest who requests it in writing. Written requests
should be sent to the Parent Company at 14785 Preston Road, Suite 860, Dallas,
Texas 75240, Attention: Ms. Anne Marie O'Gorman.
ARTICLE XIV
EXECUTORY CONTRACTS AND UNEXPIRED LEASES
14.1 Assumption of Executory Contracts and Unexpired Leases: As of the
Effective Date, all executory contracts and unexpired leases of the Debtors (as
set forth in the Debtors' Schedules filed by the Debtors and as specifically
referenced in the Disclosure Statement) other than the Rejected Agreements are
assumed by the Debtors in accordance with section 365 of the Bankruptcy Code.
The Debtors and the Creditors Committee will agree by March 1, 2000 on an
amended schedule of executory contracts and unexpired leases which will be
assumed pursuant to this Plan. The Debtors believe they are current with their
obligations under all executory contracts and unexpired leases and, therefore,
the assumption of same will not result in the payment of any cure amounts which
might otherwise be due and payable. Any rights of non-Debtor parties to
executory contracts and unexpired leases to pursue claims for payment of cure
amounts are preserved. In the event of a dispute regarding the amount or timing
of any cure payments, the ability of the Reorganized Debtors to provide adequate
assurance of future performance or any other matter pertaining to assumption,
the dispute will be resolved by the Bankruptcy Court in connection with the
Confirmation Hearing and the Reorganized Debtors will make such cure payments,
if any, or provide such assurance as may be required by the order resolving such
dispute on the terms and conditions of such order. Employment agreements for
certain key employees will be amended and the Amended Employment Agreements will
be filed with the Bankruptcy Court by March 1, 2000. The Amended Employment
Agreements will provide, among other things, that confirmation and consummation
of this Plan and related events do not constitute a change of control under
these contracts. These Amended Employment Agreements will be assumed under the
Plan. If an employee is requested to execute and deliver an Amended Employment
Agreement by the Creditors Committee, and refused to do so, that employee's
existing employment agreement will be added to the list of contracts to be
rejected and rejected pursuant to the Plan on the Effective Date.
14.2 Indemnification Obligations and Insurance Policies: The
obligations of the Debtors pursuant to their certificates of incorporation,
bylaws or applicable state law to indemnify the directors and officers who
served as directors and officers of the Debtors before and after the Petition
Date against any obligations based on conduct or transactions that occurred
while they were officers and directors before or after the Petition Date will
continue after the Confirmation Date. On the Effective Date the Reorganized
Parent Company will
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purchase (i) a new directors and officers insurance policy covering the new
post-Effective Date directors and officers and (ii) a three-year tail insurance
policy on existing director and officer policies, if it can be purchased for no
more than $300,000, or take such other action concerning the purchase of tail
insurance as the board of directors of the Reorganized Parent Company believes
is reasonable.
14.3 Rejection of Certain Executory Contracts and Unexpired Leases: The
Plan Confirmation Order will operate as an order of rejection under section 365
of the Bankruptcy Code with respect to each of the Rejected Agreements.
14.4 Treatment of the Existing Bond Indenture: As of the Effective
Date, except to the extent provided otherwise in the Plan, all notes held by
holders of Bond Claims, and all agreements, instruments and other documents
evidencing the Existing Bonds and the rights of the holders of Bond Claims, will
be automatically canceled, extinguished and are void (all without further action
by any person); all obligations of any person under these instruments and
agreements will be fully and finally satisfied and released; and the obligations
of the Debtors under these instruments and agreements will be discharged. On the
Effective Date, except to the extent provided otherwise in the Plan, any
indenture relating to any of the foregoing, including, without limitation, the
Existing Indenture, will be canceled, and the obligations of the Debtors
thereunder, except for the obligation to indemnify the Indenture Trustee will be
discharged; however, the Existing Indenture and other agreements that govern the
rights of a holder of a claim that is administered by the Indenture Trustee, an
agent or servicer will continue in effect solely for the purposes of (i)
allowing the Indenture Trustee, agent or servicer to take any action necessary
to effect the Plan, including making distributions on account of the holders of
Bond Claims under the Plan and (ii) permitting the Indenture Trustee, agent or
servicer to maintain any rights or liens it may have for reasonable fees, costs
and expenses under the Exiting Indenture. Upon payment in full of the reasonable
fees and expenses of the Indenture Trustee, the rights of the Indenture Trustee
will terminate.
14.5 Claims Based on Rejection of Executory Contracts and Unexpired
Leases: All proofs of claim with respect to Claims arising from the rejection of
an executory contract or unexpired lease will be filed with the Bankruptcy Court
within 30 days after the earlier of (a) the date of entry of an order of the
Bankruptcy Court approving the rejection, or (b) the Effective Date. Any Claims
not filed within such times will be forever barred from assertion against the
Debtors, their estate or their property.
ARTICLE XV
EFFECT OF REJECTION BY ONE OR MORE CLASSES OF CLAIMS
15.1 Impaired Classes to Vote: Each impaired class of Claims and Equity
Interests will be entitled to vote separately to accept or reject the Plan. A
holder of a Disputed Claim that has not been temporarily allowed for purposes of
voting on the Plan may vote the Disputed Claim in an amount equal to the
portion, if any, of the Claim shown as fixed, liquidated and undisputed in the
Debtors' Schedules.
15.2 Acceptance by Class of Creditors: A class will have accepted the
Plan if the Plan is accepted by at least two-thirds in amount and more than
one-half in number of the Allowed Claims or Equity Interests of the class
actually voting that have accepted or rejected the Plan.
15.3 Cramdown: If any impaired class will fail to accept this Plan in
accordance with section 1129(a) of the Bankruptcy Code, the Debtors reserve the
right to request the Bankruptcy Court to confirm the Plan in accordance with the
provisions of section 1129(b) of the Bankruptcy Code.
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ARTICLE XVI
PROVISIONS FOR RESOLUTION AND TREATMENT OF PREFERENCES,
FRAUDULENT CONVEYANCES, AND DISPUTED CLAIMS
16.1 Preferences and Fraudulent Conveyances: The Reorganized Debtors
will be the only parties authorized to object to Claims and to pursue actions to
recover preferences and fraudulent conveyances or any other transaction voidable
under Chapter 5 of the Bankruptcy Code. Unless the Reorganized Debtors consent,
or unless otherwise ordered by the Bankruptcy Court, no other party will have
the right or obligation to pursue such actions.
16.2 Objections to Claims: The Debtors will have the sole authority to
object and contest the allowance of any Claims filed with the Bankruptcy Court
within 90 days after the Effective Date. Claims listed as disputed, contingent
or unliquidated on the Debtors' Schedules are considered contested Claims,
except Claims otherwise treated by the Plan or previously allowed or disallowed
by Final Order of the Bankruptcy Court.
16.3 Disputed Claims Reserve: Debtors will hold in trust the
Distributions for Disputed Claims (pending a determination of the Disputed
Claims) for the benefit of holders of Disputed Claims. At such time as a
Disputed Claim becomes an Allowed Claim, that will be deemed the Effective Date
for purposes of such Claim and the Distributions allowed for such Allowed Claims
will be released from the Disputed Claims Reserve and delivered to the holder of
such Allowed Claim. If a Disputed Claim is disallowed, the Distributions
provided for the Claim will be released to the Reorganized Debtors for use in
their business operations.
16.4 Unclaimed Distributions: On the second, third and fourth
anniversaries of the Effective Date, the Reorganized Debtors will publish the
names of holders of unclaimed Claims and Equity Interests. In the event any
Distributions under the Plan remain unclaimed as of five (5) years after the
Effective Date such Distributions will be released for the Reorganized Debtors
use in their ordinary business operations.
ARTICLE XVII
PROVISIONS FOR RETENTION, ENFORCEMENT, SETTLEMENT, OR
ADJUSTMENT OF CLAIMS BELONGING TO THE ESTATE
17.1 Causes of Action: All claims recoverable under Chapter 5 of the
Bankruptcy Code, including, but not limited to, all claims assertable under
sections 544, 546, 547, 548 and 550 of the Bankruptcy Code, and all claims owned
by the Debtors pursuant to section 541 of the Bankruptcy Code or similar state
law, including all claims against third parties on account of any indebtedness,
and all other claims owed to or in favor of the Debtors to the extent not
specifically compromised and released pursuant to this Plan or an agreement
referred to or incorporated herein, will be preserved and retained for
enforcement by the Reorganized Debtors after the Effective Date.
17.2 Legally Binding Effect; Discharge of Claims and Equity Interests:
The provisions of this Plan will (a) bind all Creditors and Equity Interest
holders, whether or not they accept this Plan, and (b) discharge the Debtors
from all debts that arose before the Petition Date. In addition, the
distributions of Cash and securities provided for under this Plan will be in
exchange for and in complete satisfaction, discharge and release of all Claims
against and Equity Interests in the Debtors or any of their assets or
properties, including any Claim or Equity Interest accruing after the Petition
Date and before the Effective Date. On and after the Effective Date, all holders
of impaired Claims and Equity Interests will be precluded from asserting any
Claim against the Reorganized Debtors or their assets or properties based on any
transaction or other activity of any kind that occurred before the Petition
Date. The Distributions provided for Creditors and Equity Interest holders will
not be subject to any Claim by another Creditor or Equity Interest holder by
reason of an assertion of a contractual right of subordination.
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ARTICLE XVIII
CONDITIONS PRECEDENT TO CONFIRMATION AND
CONSUMMATION OF THE PLAN
18.1 Conditions to Confirmation: The Bankruptcy Court will not enter
the Confirmation Order unless and until each of the following conditions has
been satisfied or duly waived (if waivable) pursuant to Section 18.3 below.
(a) The documents implementing the Plan listed in Section 13.9
above and the terms and conditions embodied therein will be acceptable
in form and substance to the Debtors, the Creditors Committee, Chase,
the Standby Lenders and Bank Group; provided that no Creditor or
committee will have standing to object to the form of a document that
has no material impact on them.
(b) Entry of a Confirmation Order, acceptable in form and
substance to the Debtors and the Creditors Committee, which will, among
other things, make findings that particular sections of 1129 have been
met, including, without limitation, (i) that the Debtors, the Plan
Participants and each of their Representatives have proposed and
obtained confirmation of the Plan in good faith; (ii) that the Plan is
in the best interest of Creditors and (iii) that the Plan is fair and
equitable to holders of Claims and Equity Interests.
18.2 Conditions to Effective Date: The Plan will not be consummated and
the Effective Date will not occur unless and until each of the following
conditions has been satisfied or duly waived (if waivable) pursuant to Section
18.3 below:
(a) The Confirmation Order shall have been entered by the
Bankruptcy Court in a form satisfactory to the Debtors, the Creditors
Committee, Chase, the Standby Lenders and the Bank Group.
(b) The Confirmation Order will authorize and direct the
Debtors, the Reorganized Debtors and their subsidiaries to take all
actions necessary or appropriate to enter into, implement and
consummate the contracts, instruments, releases, leases, indentures and
other agreements or documents created in connection with the Plan,
including those actions contemplated by the provisions of the Plan set
forth in Section 18.1 above.
(c) The Credit Facility, the Rights Offering, the Private
Placement and, if applicable, the Standby Loan, shall all close prior
to or on the Effective Date so that funds are available to pay the
Allowed Bank Group Claim in full on or prior to the Effective Date.
(d) The Effective Date will have occurred on or before March
31, 2000.
18.3 Waiver of Conditions: The conditions to Confirmation and the
Effective Date may be waived in whole or in part by the Debtors, with the
consent of the Creditors Committee, at any time, without notice.
18.4 Effect of Non-occurrence of Conditions to Effective Date: Each of
the conditions to consummation and the Effective Date must be satisfied or duly
waived, as provided above, within 90 days after the Confirmation Date. If each
condition to the Effective Date has not been satisfied or duly waived, pursuant
to Section 18.3 above, within 90 days after the Confirmation Date, then upon
motion by any party in interest made before the time that each condition has
been satisfied or duly waived and upon notice to such parties in interest as the
Bankruptcy Court may direct, the Confirmation Order will be vacated by the
Bankruptcy Court; provided, however, that, notwithstanding the filing of such
motion, the Confirmation Order may not be vacated if each of the conditions to
the Effective Date is either satisfied or duly waived before the Bankruptcy
Court enters an order granting the motion. If the Confirmation Order is vacated
pursuant to this Section 18.4, the Plan will be deemed null and void, including
the discharge of Claims and termination of Equity Interests pursuant to section
1141 of the Bankruptcy Code; and the assumptions, assumptions and assignments or
rejections of executory contracts and unexpired leases pursuant to Section 14.1
above, and nothing contained in the Plan will (1) constitute a waiver or release
of any Claims by or against, or any Equity Interests in, the Debtors or (2)
prejudice in any manner the rights of the Debtors.
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ARTICLE XIX
RETENTION OF JURISDICTION
19.1 Jurisdiction: Until this Chapter 11 Case is closed, the Bankruptcy
Court will retain such jurisdiction as is legally permissible, including that
necessary to ensure that the purpose and intent of this Plan are carried out and
to hear and determine all Claims set forth in Articles V through XI above that
could have been brought before the entry of the Confirmation Order. The
Bankruptcy Court will retain jurisdiction to hear and determine all Claims
against the Debtors and to enforce all causes of action that may exist on behalf
of the Debtors. Nothing contained in this Plan will prevent the Reorganized
Debtors from taking such action as may be necessary in the enforcement of any
cause of action that may exist on behalf of the Debtors and that may not have
been enforced or prosecuted by the Debtors.
19.2 Examination of Claims: Following the Confirmation Date, the
Bankruptcy Court will further retain jurisdiction to decide disputes concerning
the classification and allowance of the Claim of any Creditor and the
re-examination of Claims that have been allowed for the purposes of voting, and
the determination of such objections as may be filed to Creditors' Claims. The
failure by the Debtors to object to, or to examine, any Claims for the purposes
of voting will not be deemed a waiver of their right to object to, or to
re-examine, the Claim in whole or in part.
19.3 Determination of Disputes: The Bankruptcy Court will retain
jurisdiction after the Confirmation Date to determine all questions and disputes
regarding title to the assets of the Debtors' estate, disputes concerning the
allowance of Claims, and determination of all causes of action, controversies,
disputes, or conflicts, whether or not subject to any pending action, as of the
Confirmation Date, for the Debtors to recover assets pursuant to the provisions
of the Bankruptcy Code.
19.4 Additional Purposes: The Bankruptcy Court will retain jurisdiction
for the following additional purposes after the Effective Date:
(a) to modify this Plan after confirmation pursuant to the
Bankruptcy Rules and the Bankruptcy Code;
(b) to assure the performance by the Reorganized Debtors of
their obligations to make Distributions under this Plan and with
respect to the New Common Stock to be issued;
(c) to enforce and interpret the terms and conditions of this
Plan;
(d) to adjudicate matters arising in these bankruptcy cases,
including matters relating to the formulation and consummation of this
Plan;
(e) to enter such orders, including injunctions, as are
necessary to enforce the title, rights, and powers of the Reorganized
Debtor and to impose such limitations, restrictions, terms and
conditions on such title, rights, and powers as this Bankruptcy Court
may deem necessary;
(f) to enter an order terminating this Chapter 11 Case;
(g) to correct any defect, cure any omission, or reconcile any
inconsistency in this Plan or the order of confirmation as may be
necessary to carry out the purposes and intent of this Plan;
(h) to allow applications for fees and expenses pursuant to
section 503(b) of the Bankruptcy Code; and
(i) to decide issues concerning federal tax reporting and
withholding which arise in connection with the confirmation or
consummation of this Plan.
19
<PAGE> 48
ARTICLE XX
DEFAULT UNDER PLAN
20.1 Asserting Default: If the Debtors default under the provisions of
this Plan (as opposed to default under the documentation executed in
implementing the terms of the Plan, which documents will provide independent
bases for relief), any Creditor or party in interest desiring to assert a
default will provide the Debtors with written notice of the alleged default.
20.2 Curing Default: The Debtors will have 20 days from receipt of the
written notice in which to cure an alleged default under this Plan, including
any default under any Related Document. The notice should be delivered by United
States certified mail, postage prepaid, return receipt requested addressed to
the president of the Debtors at the following address:
Coho Energy, Inc.
Attention: President
14785 Preston Road, Suite 860
Dallas, Texas 75240
and to counsel for the Debtors at the following address:
Fulbright & Jaworski LLP
Attention: Michael W. Anglin
2200 Ross Avenue, Suite 2800
Dallas, Texas 75201
and to counsel for the Creditors Committee at the following address:
Munger, Tolles & Olson
Attention: Thomas B. Walper
355 S. Grand Avenue
35th Floor
Los Angeles, California 90071
If the default is not cured, any Creditor or party in interest may thereafter
file with the Bankruptcy Court and serve upon counsel for the Debtor a motion to
compel compliance with the applicable provision of the Plan. The Bankruptcy
Court, upon finding a material default, will issue such orders compelling
compliance with the pertinent provisions of the Plan.
ARTICLE XXI
MISCELLANEOUS PROVISIONS
21.1 Termination of Committees: On the Effective Date, all committees
in the Debtor's Chapter 11 Case will be terminated except to the extent
necessary to participate in any appeals.
21.2 Compliance with Tax Requirements: In connection with this Plan,
the Debtors will comply with all withholding and reporting requirements imposed
by federal, state, and local taxing authorities, and Distributions will be
subject to such withholding and reporting requirements.
21.3 Amendment of the Plan: This Plan may be amended by the Debtors
before or after the Effective Date as provided in section 1127 of the Bankruptcy
Code.
21.4 Revocation of Plan: The Debtors reserve the right to revoke and
withdraw this Plan at any time before the Confirmation Date.
21.5 Effect of Withdrawal or Revocation: If both the Debtors and the
Creditors Committee revoke or withdraw this Plan before the Confirmation Date,
or if the Confirmation Date or the Effective Date does not
20
<PAGE> 49
occur, then this Plan will be null and void. In such event, nothing contained
herein will be deemed to constitute a waiver or release of any Claims by or
against the Debtors or any other person, or to prejudice in any manner the
rights of the Debtors or any person in any further proceedings involving the
Debtors. The withdrawal of either the Debtors or the Creditors Committee as a
proponent of this Plan will not result in the withdrawal or revocation of this
Plan and, in such event, the non-withdrawing party may proceed with its efforts
to confirm this Plan.
21.6 Due Authorization By Creditors: Each and every Creditor who elects
to participate in the Distributions provided for herein warrants that it is
authorized to accept in consideration of the Claim against the Debtors the
Distributions provided for in this Plan and that there are no outstanding
commitments, agreements, or understandings, express or implied, that may or can
in any way defeat or modify the rights conveyed or obligations undertaken by it
under this Plan.
21.7 Implementation: The Debtors will be authorized to take all
necessary steps, and perform all necessary acts, to consummate the terms and
conditions of the Plan.
21.8 Ratification: The Confirmation Order will ratify all transactions
effected by the Debtors during the pendency of this Chapter 11 Case.
21.9 Limitation of Liability in Connection with the Plan, Disclosure
Statement and Related Documents and Related Indemnity:
(a) The Plan Participants will neither have nor incur any
liability to any entity for any act taken or omitted to be taken in
connection with or related to the formulation, preparation,
dissemination, implementation, confirmation or consummation of the
Plan, the Disclosure Statement, the Confirmation Order or any contract,
instrument, release or other agreement or document created or entered
into, or any other act taken or omitted to be taken in connection with
the Plan, the Disclosure Statement or the Confirmation Order, including
solicitation of acceptances of the Plan; provided, however, that the
provisions of this Section 21.9(a) shall have no effect on the
liability of any Plan Participant that would otherwise result from any
such act or omission to the extent that such act or omission is
determined in a Final Order to have constituted gross negligence or
willful misconduct.
(b) On and after the Effective Date, the Reorganized Parent
Company will indemnify each Plan Participant, hold each Plan
Participant harmless from, and reimburse each Plan Participant for, any
and all losses, costs, expenses (including attorneys' fees and
expenses), liabilities and damages sustained by a Plan Participant
arising from any liability described in this Section 21.9.
21
<PAGE> 50
21.10 Section Headings: The section headings used in this Plan are for
reference purposes only and will not affect in any way the meaning or inter-
pretation of this Plan.
DATED: February 14, 2000, Dallas, Texas
COHO ENERGY, INC.
By: /s/ JEFFREY CLARKE
-----------------------------------
Jeffrey Clarke
President and Chief Executive Officer
OFFICIAL COMMITTEE OF
UNSECURED CREDITORS
By: /s/ STUART LISSNER
------------------------------------
Authorized Representative
COUNSEL FOR THE DEBTORS
/s/ LOUIS R. STRUBECK, JR.
---------------------------------------
OF COUNSEL: Michael W. Anglin
State Bar No. 01260800
Zack A. Clement Louis R. Strubeck, Jr.
FULBRIGHT & JAWORSKI L.L.P. State Bar No. 19425600
1301 McKinney Street FULBRIGHT & JAWORSKI L.L.P.
Suite 4100 2200 Ross Avenue, Ste. 2800
Houston, Texas 77010-3095 Dallas, Texas 75201
(713) 651-5434 (214) 855-8000
(713) 651-5246 (Facsimile) (214) 855-8200 (Facsimile)
COUNSEL FOR THE
OFFICIAL COMMITTEE OF
UNSECURED CREDITORS
OF COUNSEL: /s/ THOMAS B. WALPER
---------------------------------------
Susan B. Hersh Thomas B. Walper, Esq.
LAW OFFICE OF SUSAN B. HERSH, PC MUNGER, TOLLES & OLSON LLP
12900 Preston Road, Ste. 900 355 South Grand Avenue, 35th Floor
Dallas, Texas 75230 Los Angeles, California 90071
(972) 503-7070 (213) 683-9193
(972) 503-7077 (Facsimile) (213) 687-3702 (Facsimile)
22
<PAGE> 51
EXHIBIT B
UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
<TABLE>
<S> <C> <C>
In re: )
)
COHO ENERGY, INC., a Texas corporation )
COHO RESOURCES, INC., a Nevada corporation )
COHO OIL & GAS, INC., a Delaware corporation )
COHO EXPLORATION, INC., ) ADMINISTRATIVELY CONSOLIDATED UNDER
a Delaware Corporation ) CASE NO. 399-35929-HCA-11
COHO LOUISIANA PRODUCTION COMPANY )
a Delaware Corporation )
INTERSTATE NATURAL GAS COMPANY )
a Delaware Corporation )
)
DEBTORS. )
) HEARING DATE: MARCH 15, 2000, 9:30 A.M.
</TABLE>
FIRST MODIFICATION AND CLARIFICATION TO DEBTORS'
FIRST AMENDED AND RESTATED CHAPTER 11 PLAN OF REORGANIZATION
Debtors and the Creditors Committee (collectively "Plan Proponents")
hereby file the following modifications or clarifications of Debtors' First
Amended and Restated Chapter 11 Plan of Reorganization (the "Plan"), reflecting
immaterial changes, many relating to settlements.
Matters contained below either do not change the Plan at all, or they
constitute immaterial modifications of the Plan that are permitted by Bankruptcy
Code Section 1127 and Bankruptcy Rule 3019.
1. Debtors have agreed to pay the Navarro County the allowed amount
of their Claim (approximately $300 in cash) on or before the Effective Date; in
reliance on this modification to the Plan, Navarro County has changed its vote
to vote in favor of the Plan. This is not material in the context of the value
being distributed under Debtors' Plan.
MODIFICATION AND CLARIFICATION TO DEBTOR'S FIRST
AMENDED AND RESTATED CHAPTER 11 PLAN OF REORGANIZATION Page 1
<PAGE> 52
2. Debtors have agreed to pay the Tax Priority Claim of the State of
Mississippi ("Mississippi") to provide that it shall bear interest at 10% per
annum; in reliance on this modification to the Plan, Mississippi has changed its
vote to vote in favor of the Plan. This is not material in the context of the
value being distributed under Debtors' Plan.
3. As required by the proposed settlement with Chevron (the "Chevron
Settlement"), which is the subject of a motion presently pending before the
Court, the Plan is clarified to make explicit that the language contained in
Article XIX of the Plan concerning retention of jurisdiction, includes this
Court's power, if it approves the Chevron Settlement, to hear motions by Chevron
as a party-in-interest in this bankruptcy case to seek enforcement and
implementation of the Remediation Plan described in the Chevron Settlement under
the continuing jurisdiction and authority of the this Court.
4. Section 13.1 of the Plan which provides that, "For purposes of
the Plan, all the Debtors will be treated as substantively consolidated with the
Parent Company," does not mean to extinguish intercompany claims between the
Debtors; rather such, inter-company Claims between the Debtors will not be fully
extinguished under the Plan and are specifically preserved as follows:
<TABLE>
<CAPTION>
AMOUNT OF
LENDER BORROWER CLAIMS REMAINING
- ------ -------- ----------------
1. THE RIGHTS OFFERING OR THE PRIVATE PLACEMENT -
- -------------------------------------------------
<S> <C> <C>
Coho Energy, Inc. Coho Resources, Inc. $253,000,000 1/
--
Coho Resources, Inc. Coho Oil & Gas, Inc. $168,000,000 1/
--
</TABLE>
1/ Amounts reflected in this table are based on estimated net proceeds
from borrowings under the bank credit facility and the Standby Loan, if
applicable, of $253 million under the Rights Offering or the Private Placement
and $252 million under the Standby Loan on the Effective Date. If actual net
proceeds differ from such estimates, the amount of Claims remaining will be
adjusted in proportion to the amounts presented above.
MODIFICATION AND CLARIFICATION TO DEBTORS' FIRST
AMENDED AND RESTATED CHAPTER 11 PLAN OF REORGANIZATION Page 2
<PAGE> 53
<TABLE>
<CAPTION>
AMOUNT OF
LENDER BORROWER CLAIMS REMAINING
- ------ -------- --------------------------
<S> <C> <C>
Coho Resources, Inc. Coho Exploration, Inc. $ 14,000,000 1/
--
2. THE STANDBY LOAN -
Coho Energy, Inc. Coho Resources, Inc. $252,000,000 1/
--
Coho Resources, Inc. Coho Oil & Gas, Inc. $167,000,000 1/
--
Coho Resources, Inc. Coho Exploration, Inc. $ 14,000,000 1/
--
</TABLE>
5. Intercompany Claims between the Debtors in excess of the Claims
preserved above will be treated for federal income tax purposes as a
contribution of capital by the Lender to the Borrower pursuant to Section
108(e)(6) of the Internal Revenue Code of 1986 as amended (the "Tax Code"),
except with respect to the intercompany Claim between Coho Resources, Inc. and
Coho Energy, Inc. CRI Resources, Inc. will issue shares of its common stock to
Coho Energy, Inc., in satisfaction of Coho Energy, Inc.'s excess Claim in a
transaction which, for federal income tax purposes, will be governed by Section
108(e)(8) of the Tax Code.
6. To implement the Plan and make the New Common Stock more
attractive to the market, the number of shares to holder of Bond Claims and
Equity Interests under the Plan will be reduced by a factor of 40 and the number
of shares to be offered in the rights offering will be reduced by a factor of
40, with a corresponding increase in the rights offering subscription price by a
factor of 40 to $10.40 per share. This will not affect the relative percentage
ownership interests among holders of Equity Interests and Bond Claims on the
Effective Date, and will enhance the value of the New Common Stock provided
under the Plan to holders of such Claims and Interests. This negates the need to
do a reverse stock split after the Effective Date which had been noted in the
Disclosure Statement as a possibility.
MODIFICATION AND CLARIFICATION TO DEBTOR'S FIRST
AMENDED AND RESTATED CHAPTER 11 PLAN OF REORGANIZATION Page 3
<PAGE> 54
7. In keeping with Section 18.1 of the Plan that provides that "the
documents implementing the Plan listed in Section 13.9 above and the terms and
conditions embodied therein will be acceptable in form and substance to the
Debtors, the Creditors Committee, Chase, the Standby Lenders and the Bank Group
. . . ," Debtors will file separately with the Court a collection of
Implementing Documents for the Plan.
MODIFICATION AND CLARIFICATION TO DEBTOR'S FIRST
AMENDED AND RESTATED CHAPTER 11 PLAN OF REORGANIZATION Page 4
<PAGE> 55
Respectfully submitted,
FULBRIGHT & JAWORSKI L.L.P.
------------------------------------
OF COUNSEL: Michael W. Anglin
Zack A. Clement State Bar No. 01260800
State Bar No. 04361550 Louis R. Strubeck, Jr.
FULBRIGHT & JAWORSKI L.L.P. State Bar No. 19425600
1301 McKinney, Suite 5100 Lori Martin
Houston, Texas 77010 State Bar No. 24013106
(713) 651-5151 2200 Ross Avenue, Suite 2800
(713) 651-5246 Facsimile Dallas, Texas 75201
(214) 855-8000
(214) 855-8200 Facsimile
COUNSEL FOR THE DEBTORS
MUNGER, TOLLES & OLSON LLP
------------------------------------
Thomas B. Walper, Esq.
355 S. Grand Avenue, 35th Floor
Los Angeles, California 90071
COUNSEL FOR THE OFFICIAL COMMITTEE
OF UNSECURED CREDITORS
MODIFICATION AND CLARIFICATION TO DEBTOR'S FIRST
AMENDED AND RESTATED CHAPTER 11 PLAN OF REORGANIZATION Page 5
<PAGE> 56
CERTIFICATE OF SERVICE
I certify that a true and correct copy of this pleading has been served
on the Approved Short Service List (attached to the original filed with the
Court), via United States First Class Mail, and served by telecopy as provided
on the list attached to the original of this document filed with the Clerk of
the Court, _____ day of March, 2000.
--------------------------------
Louis R. Strubeck, Jr.
MODIFICATION AND CLARIFICATION TO DEBTOR'S FIRST
AMENDED AND RESTATED CHAPTER 11 PLAN OF REORGANIZATION Page 6
<PAGE> 57
George McElreath, Esq. TELECOPY NO. (214) 767-8971
Office of the United States Trustee
1100 Commerce Street, Room 9C60
Dallas, Texas 75242
Russell Munsch, Esq. TELECOPY NO. (214) 978-4369
Munsch Hardt, Kopf & Harr, P.C.
4000 Fountain Place
1445 Ross Avenue
Dallas, Texas 75202
Thomas B. Walper, Esq. TELECOPY NO. (213) 687-3702
Munger, Tolles & Olson LLP
355 S. Grand Avenue, 35th Floor
Los Angeles, California 90071
Susan P. Hersh, Esq. TELECOPY NO. (972) 503-7077
Susan P. Hersh, P.C.
12900 Preston Road, Suite 900
Dallas, Texas 75230
Jason Searcy, Esq. TELECOPY NO. (903) 757-3399
Jason R. Searcy, P.C.
P.O. Box 3929
Longview, Texas 75606
H. DeWayne Hale, Esq. TELECOPY NO. (214) 954-6868
McGuire, Craddock, Strother & Hale, P.C.
500 N. Akard Street
Suite 3550
Dallas, Texas 75201
Van Oliver, Esq. TELECOPY NO. (214) 659-4401
Andrews & Kurth, L.L.P.
3700 Bank One Center
1717 Main Street
Dallas, Texas 75201
Charles R. Chestnutt, Esq. TELECOPY NO. (214) 965-0256
1600 Pacific Avenue, Ste. 2080
Dallas, Texas 75251-3627
MODIFICATION AND CLARIFICATION TO DEBTOR'S FIRST
AMENDED AND RESTATED CHAPTER 11 PLAN OF REORGANIZATION Page 7
<PAGE> 58
Robert Albergotti, Esq. TELECOPY NO. (214) 651-5940
Haynes & Boone, L.L.P.
901 Main Street, Ste. 3100
Dallas, Texas 75201
Brenda T. Rhoades, Esq. TELECOPY NO. (214) 661-4434
Baker & Botts
2001 Ross Avenue
Suite 600
Dallas, Texas 75201
Gary W. Stinger, Esq. TELECOPY NO. (601) 923-7423
Mississippi State Tax Commission
P. O. Box 1033
Jackson, Mississippi 39215-1033
Stephen A. McCartin, Esq. BY TELECOPY NO. (214) 999-4667
Gardere & Wynne
3000 Thanksgiving Tower
1601 Elm Street
Dallas, Texas 75201
James Burshtyn, Esq. BY TELECOPY NO. 512-443-5114
Linebarger Heard Goggan Blair, et al.
P. O. Box 17428
Austin, Texas 17428
MODIFICATION AND CLARIFICATION TO DEBTOR'S FIRST
AMENDED AND RESTATED CHAPTER 11 PLAN OF REORGANIZATION Page 8
<PAGE> 59
AMENDED SERVICE LIST
(As of March 1, 2000)
8. DEBTOR/DEBTORS' COUNSEL 10. LARGEST CREDITORS
Anne Marie O'Gorman HSBC Issuer Services
Senior Vice President - Attn: James M. Foley
Corporate Development Marine Midland Bank
Coho Energy, Inc. 140 Broadway
14785 Preston Road New York, New York 10005-1180
Suite 860
Dallas, Texas 75240 Jeffries & Company, Inc.
Attn: Daniel Conwill IV
Michael W. Anglin, Esq. 400 Poydras Street
Louis R. Strubeck, Jr., Esq. Suite 1850
Fulbright & Jaworski L.L.P. New Orleans, Louisiana 70130
2200 Ross Ave., Suite 2800
Dallas, Texas 75201 Chasemellon Shareholder Services
Accounting Department
Zack Clement, Esq. P. O. Box 360857
Fulbright & Jaworski L.L.P. Pittsburgh, Pennsylvania 15251-6857
1301 McKinney, Suite 5100
Houston, Texas Grey Wolf Drilling Co.
Attn: Tom Ferguson
9. GOVERNMENT UNITS P. O. Box 4346
Dept. 504
George McElreath Houston, Texas 77210-4346
Office of the United States Trustee
1100 Commerce Street, Room 9C60 OEDC Exploration & Prod., LP
Dallas, Texas 75242 Attn: John Benfatti
500 West Texas
Internal Revenue Service Suite 500
Special Procedures Midland, Texas 79701
1100 Commerce Street, Room 9B8
Dallas, Texas 75242 Mississippi Power Company
P. O. Box 245
Attorney in Charge Birmingham, Alabama 35201-0245
Office of the U.S. Attorney
1100 Commerce Street, Suite 16G28 Southern Pine Electric
Dallas, Texas 75242 Power Association
P. O. Box 60
Office of the Attorney General Taylorsville, Mississippi
P.O. Box 12548 39168-0060
Austin, Texas 78711-2548
W. S. "Red" Hancock, Inc.
Comptroller of Public Accounts P. O. Box 207
Austin, Texas 78774-0100 Bentonia, Mississippi 39040
Jolene M. Wise Centrilift
Securities and Exchange Commission P. O. Box 201718
500 West Madison Street, Suite 1400 Houston, Texas 77216-1718
Chicago, IL 60661-2511
ICO Worldwide, Inc.
P. O. Box 843734
Dallas, Texas 75284-3734
Artesia Data Systems, Inc.
15280 Addison Road
Suite 200, LB 1
Addison, Texas 75001-4549
1
<PAGE> 60
PHH Vehicle Management Services St. Mary Energy Company
Attn: Kristen Sanders ATTN: Mr. George Hearn
File No. 99334 400 Travis Street, Suite 700
P. O. Box 1067 Shreveport, LA 71101
Charlotte, North Carolina 28201-1067
Nubs Well Servicing Inc.
Oddee Smith & Sons, Inc. Attn: Judy Sullivan
P. O. Box 506 P. O. Box 206
Brookhaven, Mississippi 39602-0506 Fox, Oklahoma 73435-0206
Triple S Well Service Maynard Oil Company
P. O. Box 625 Attn: Linda Halencamp
Columbia, Mississippi 39429 P. O. Box 970027
Dallas, Texas 75397-0027
All World Travel, Inc.
P. O. Box 831539 Lario Oil & Gas Company
Richardson, Texas 75083-1539 Attn: Sandra Mouser
301 S. Market Street
Central Hydraulic, Inc. Wichita, Kansas 67202-3805
P. O. Box 3099
Laurel, Mississippi 39442-3099 Ultramar Diamond Shamrock Corp.
P. O. Box 696000
Thor Engine & Pump Repair, Inc. San Antonio, Texas 78269-6000
P. O. Box 502
Heidelberg, Mississippi 39439-0502 Kerr McGee Corporation
P. O. Box 840765
AT&T Dallas, Texas 75221-2880
P. O. Box 78522
Phoenix, Arizona 85062-8522 EOTT Energy Corp.
Attn: John Odgon
ESP, Inc. P. O. Box 4666
P. O. Box 850217 Houston, Texas 77210-4666
Oklahoma City, Oklahoma 73185-0217
Champion Technologies Inc.
Elkins Electric Corporation of P. O. Box 2243
Mississippi Houston, Texas 77252-2243
P. O. Box 546
Sandersville, Mississippi 39477 Dale's Tank Services, Inc.
Attn: Linda Tivis
Amoco Production Company Box 179
P. O. Box 591 Ratliff City, Oklahoma 73081-0179
Tulsa, Oklahoma 74102-0591
Texas Exploration & Production Inc.
Oklahoma Gas and Electric Attn: Will Redwine
Attn: Ron Henry Comptroller's Dept.
P. O. Box 26040 P. O. Box 71298
Oklahoma City, Oklahoma 73126-0040 Chicago, Illinois 60694-1298
Cotton Electric Services, Inc. LE Jones Operating, Inc.
Attn: Warren Langford Attn: Carolyn Davis
226 N. Broadway P. O. Box 1185
Walters, Oklahoma 73572 Duncan, Oklahoma 73534-1185
2
<PAGE> 61
11. COUNSEL FOR BANK GROUP
Lynn Boyer, Inc. Russell Munsch, Esq.
Electric Service Munsch Hardt, Kopf & Harr, P.C.
P. O. Box 1611 4000 Fountain Place
Ardmore, Oklahoma 73402 1445 Ross Avenue
Dallas, Texas 75202
Mathews Energy Services Inc.
P. O. Box 1332 12. COUNSEL FOR THE CREDITORS
Seminole, Oklahoma 74818-1332 COMMITTEE
Thomas B. Walper, Esq.
Henry Petroleum Corp. Munger, Tolles & Olson LLP
Attn: Demetra Johns 355 S. Grand Avenue, 35th Floor
3525 Andrews Highway Los Angeles, California 90071
Suite 200
Midland, Texas 79703-5055 Susan P. Hersh, Esq.
12900 Preston Road, Suite 900
MJ Lewis and Associates Inc. Dallas, Texas 75230
111 N. Seventh Street
Duncan, Oklahoma 73533-4627 6. COUNSEL FOR THE EQUITY COMMITTEE
Hough Oilfield Service, Inc. Jason R. Searcy, Esq.
P. O. Box 1603 P.O. Box 3929
Cushing, Oklahoma 74023 Longview, TX 75606
Louisiana Department of H. DeWayne Hale, Esq.
Revenue and Taxation McGuire, Craddock,
P. O. Box 201 Strother & Hale, P.C.
Baton Rouge, Louisiana 70821-0201 500 N. Akard Street, Suite 3550
Dallas, Texas 75201
Hogan Pipeline Corp.
P. O. Box 1149 7. NOTICES OF APPEARANCE
Columbia, Louisiana 71418
Van Oliver, Esq.
Ronald Goldstein Kirk Kennedy, Esq.
Appaloosa Management L.P. Andrews & Kurth, L.L.P.
26 Main Street, 1st Floor 1717 Main Street, Suite 3700
Chatham, New Jersey 07928 Dallas, Texas 75201
Tim Andrews Judith Elkin, Esq.
Oaktree Capital Management, LLC Haynes & Boone
333 S. Grand Avenue 901 Main Street, Suite 3100
28th Floor Dallas, TX 75202-3789
Los Angeles, California 90071
G. Rudy Hiersche, Jr., Esq.
Bradley E. Scher 3250 Bank One Center
PPM America, Inc. (New York) 100 North Broadway
590 Madison Avenue Oklahoma City, OK 73102
28th Floor
New York, New York 10022
Howard O. Leach, Esq.
Armstrong, Thomas, Leach
& Lampton
Stuart J. Lissner 246 West Gallatin Street
PPM America, Inc. (Chicago) P.O. Box 190
225 W. Wacker Drive Hazlehurst, MI 39083
Suite 1200
Chicago, Illinois 60606 Minerals Management Service
Royalty Management Program
Office of Enforcement
P.O. Box 25165, Mail Stop 3030
Denver, CO 80225
Attn: Karen Lee
3
<PAGE> 62
James H. Burshtyn, Esq.
Linebarger, Heard, Goggan, Blair,
Graham, Pena & Sampson, LLP
1949 S. IH 35 (78741)
P.O. Box 17428 James S. Carr, Esq.
Austin, TX 78760-7777 Kelley, Drye & Warren
101 Park Ave.
Peter Riley, Esq. New York, NY 10178
Thompson & Knight, L.L.P.
1700 Pacific Avenue, Suite 3300 Eric L. Nitcher, Esq.
Dallas, TX 75201 BP Amoco
Houston Law Dept.
William J. Little, Esq. 501 W. Lake Park Blvd.
Lentz & Little, P.A. Houston, TX 77079
P.O. Box 72642
Jackson, MS 39225-2642 Holland Neff O'Neil, Esq.
Gardere & Wynne, L.L.P.
Sue Tracy 3000 Thanksgiving Tower
Officer Manager 1601 Elm Street
Clarkco Services Dallas, Texas 75201
P.O. Box 341
Vossburg-Eucutta Andy Rahl, Esq.
Heidelberg, MS 39439 Andersen, Kihl
1251 Avenue of Americas
Michael S. Axon New York, New York 10020
Credit Research & Trading LLC
One Fawcett Place, 3rd Floor Timothy C. Hutchinson, Esq.
Greenwich, CT 06830 Post Office Drawer 400
Butler, Alabama 36904
Nathan E. Jones
DACA IV, LP Derek A. Henderson, Esq.
2120 W. Washington Street 111 East Capitol Street,
San Diego, CA 92110 Suite 455
Jackson, MS 39201
Phil F. Snow, Esq.
Ware, Snow, Fogel, Jackson Wm. Paul Lawrence, II
& Greene, LLP 100 Congress Ave., Suite 2100
1111 Bagby, 49th Floor Austin, Texas 78701
Houston, Texas 77002
Charles R. Chesnutt, Esq.
1600 Pacific Ave., Suite 2080
Dallas, Texas 75201
Myron K. Cunningham, Esq.
Kerr-McGee Corporation William V. Courtney, Esq.
Kerr-McGee Center Kean, Miller, Hawthorne,
P.O. Box 809004 D'Armond, et al.
Dallas, Texas 75380-9004 P.O. Box 3096
Covington, Louisiana 70433
Carole Neville, Esq.
Pryor, Cashman, Sherman Troy J. Charpentier, Esq.
& Flynn LLP Kean, Miller, Hawthorne,
410 Park Ave. D'Armond, et al.
New York, NY 10022-4441 P.O. Box 3513
Baton Rouge, Louisiana
Michael D. Warner 70821-3513
Simon, Warner & Doby, L.L.P.
1700 City Center Tower II Eric J. Taube, Esq.
301 Commerce Street Gary N. Schumann, Esq.
Fort Worth, Texas 76102 Hohmann & Taube, L.L.P.
100 Congress Ave., Suite 1600
Austin, Texas 78701
4
<PAGE> 63
Philip G. Eisenberg Reedy Macque Spigner
Texaco Exploration and 1700 Alma Drive, Suite 225
Production, Inc. Plano, Texas 75075
400 Poydras Street, Suite 1142
New Orleans, LA 70130 William Riley Nix
Nix & Winegeart, P.C.
David M. Bennett, Esq. 717 North Crockett Street
Thompson & Knight, A P.C. Sherman, Texas 75090
1700 Pacific Avenue
Suite 3300 Douglas G. Mercier, Esq.
Dallas, Texas 75201-4693 Wright & Mercier
567 Highway 51, Suite C
L.E. Hester, Jr. Ridgeland, MS 39157
1515 Misty Oaks Drive
Atlanta, Georgia 30350 Walter H. Boone
Foreman, Perry, Watkins, et al.
Michael J. McGinnis 1200 One Jackson Place
Nine Greenway Plaza, Suite 800 188 East Capital Street
Houston, Texas 77046 P.O. Box 22608
Jackson, MS 39225-2608
Brenda T. Rhoades, Esq.
Baker & Botts William H. Leech, Esq.
2001 Ross Avenue McGlinchey Stafford POLC
Suite 600 P.O. Drawer 22949
Dallas, Texas 75201 Jackson, MS 39225
Ms. Kathleen Megan Kelleher Dan Cecil Taylor, Esq.
Harvard Management Company P.O. Box 6
600 Atlantic Avenue Ellisville, MS 39437
Boston, MA 02210
Florabama Associates, Inc.
Elliot H. Herskowitz 405 Young Street
Regen Capital I, Inc. Butler, AL 36904
P.O. Box 626
Planetarium Station
New York, New York 10024-0540
Sara Posada
Revenue Accounts Auditor
State of Louisiana
P.O. Box 66658
Baton Rouge, Louisiana 70896
Michael D. Simmons
Forman Perry Watkins Krutz & Tardy
1200 One Jackson Place
188 E. Capitol Street
Jackson, MS 39225-2608
Anita Mathews Stamps
Gerald P. Collier, Esq.
Stamps & Stamps
455-A East Capitol Street
Jackson, MS 39207-2916
5
<PAGE> 1
EXHIBIT 99.1
TUESDAY MARCH 21, 3:18 PM EASTERN TIME
COMPANY PRESS RELEASE
COHO ENERGY ANNOUNCES MODIFICATIONS TO
AND CONFIRMATION OF BANKRUPTCY PLAN OF
REORGANIZATION AND CHANGES IN CEO
DALLAS--(BUSINESS WIRE)--March 21, 2000--Coho Energy, Inc.
(OTCBB:COHO - news) announced today that on March 20, 2000 the United States
Bankruptcy Court for the Northern District of Texas confirmed, with several
modifications, Coho's plan of reorganization.
The modifications to the plan include the retention by the common shareholders
as of Feb. 7, 2000 of 20% of any proceeds from Coho's lawsuit against Hicks,
Muse as well as 40% of any net sale proceeds from the Company's Tunisia permit.
The Company has also announced a change in the number of shares to be
outstanding after the effectiveness of the plan. It had previously noted a
possible reverse stock split to proportionately reduce the number of authorized
and outstanding shares to help the Company satisfy Nasdaq listing requirements.
To more efficiently effect this change, the Company amended its plan so that
the change in capitalization is effective as part of the plan of
reorganization. This change will entail the issuance of one share of new common
stock for each 40 shares of old common stock, rather than the one-for-one
exchange ratio previously planned. The change will not affect the relative
percentage ownership interests among various groups of shareholders after the
effectiveness of the plan.
In addition to the modifications to the plan of reorganization the Company also
announced that its President and Chief Executive Officer, Jeffrey Clarke, is
expected to resign concurrently with the effectiveness of the Company's
confirmed plan of reorganization. At that time, Mike McGovern, currently a
Managing Director of Pembrook Capital Corporation and formerly the Chairman and
Chief Executive Officer of Edisto Resources Corporation, is expected to be
elected as the new President and Chief Executive Officer. The change in chief
executive officer results from the request of the majority holders of the
Company's 8 7/8% bonds and was not a decision taken by the current board of
directors. The plan entails the issuance of more than a majority of the
Company's stock to the bondholders. The confirmed plan, its effectiveness, and
the concomitant change in the Company's management, is anticipated to occur on
March 31.
- -----------
Contact:
Coho Energy, Inc., Dallas
Anne Marie O'Gorman, 972/774-8300
<PAGE> 1
EXHIBIT 99.2
FRIDAY MARCH 31, 6:28 PM EASTERN TIME
COMPANY PRESS RELEASE
COHO ENERGY EMERGES FROM BANKRUPTCY
DALLAS--(BUSINESS WIRE)--March 31, 2000--Coho Energy, Inc. (OTCBB:CHOH - news)
announced that its Plan of Reorganization as filed in the United States
Bankruptcy Court for the Northern District of Texas, Dallas Division, became
effective today.
Pursuant to the Plan, the consummation of the new bank credit agreement and the
standby loan agreement provided funds for the repayment of Coho's existing bank
debt. The Company's 8 7/8% senior subordinated notes due 2007 were exchanged
for 96% of the outstanding shares of a new common stock of Coho, with the
existing shareholders receiving the balance.
The new common shares issued as a result of the plan of reorganization are
expected to trade on the Nasdaq Over the Counter market under the symbol CHOH
as soon as possible.
Coho Energy, Inc. is a Dallas-based independent oil and gas producer focusing
on exploitation of underdeveloped oil properties and exploration in Oklahoma
and Mississippi.
For further information contact: Anne Marie O'Gorman at 972/774-8300.
- ---------------
Contact:
Coho Energy Inc., Dallas
Anne Marie O'Gorman, 972/774-8300
