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Exhibit 2.2
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
IN RE: (S)
(S) Case No. 00-30748-RCM-11
PHYSICIANS RESOURCE GROUP, INC., and (S) (Chapter 11)
EYECORP, INC., (S) Jointly Administered
(S)
Debtors. (S)
ORDER CONFIRMING MODIFIED FIRST AMENDED
JOINT LIQUIDATING PLAN UNDER CHAPTER 11 OF
PHYSICIANS RESOURCE GROUP, INC. AND EYECORP, INC.
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Upon the First Amended Joint Liquidating Plan Under Chapter 11 filed by
Physicians Resource Group, Inc. ("PRG") and EyeCorp, Inc. ("EyeCorp," together
with PRG, the "Debtors"), and the modifications thereto filed on December 1,
2000 (as modified, the "Plan");/1/ and a hearing on confirmation of the Plan
(the "Confirmation Hearing") having been held on December 1, 2000; and good and
sufficient notice of the Confirmation Hearing having been given; and upon the
record of the Confirmation Hearing, and the representations of counsel thereat,
as well as the findings of fact and conclusions of law entered simultaneously
herewith, all of which are incorporated herein by reference; and good cause
appearing therefor, it is
A. ORDERED that pursuant to Bankruptcy Rule 3019, the modifications to
the Plan filed on December 1, 2000, and those announced on the record a the
Confirmation Hearing,do not materially and adversely affect the treatment
afforded to any class of Claims or Equity Interests, and no further solicitation
of acceptances or rejections for the Plan is or was required. All holders of
_________________
/1/ All capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to such terms in the Plan.
ORDER CONFIRMING MODIFIED FIRST AMENDED
JOINT LIQUIDATING PLAN UNDER CHAPTER 11 OF
PHYSICIANS RESOURCE GROUP, INC. AND EYECORP, INC. - Page 1
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Claims and Equity Interests who have not accepted the modifications in writing
are hereby deemed to have accepted or rejected, as the case may be, the Plan as
modified; and it is further
B. ORDERED that the Plan shall be, and hereby is, confirmed pursuant to
Section 1129 of the Bankruptcy Code; and it is further
C. ORDERED that upon entry of this Order, all conditions precedent set
forth in Section 13.1 of the Plan, to the extent not waived or the subject of a
pending motion, shall be deemed satisfied; and it is further
D. ORDERED that reserves for Disputed Claims be set as follows:
1. The reserves for PRG Claim Nos. 205, 206, 207, 208 and 210 and
EyeCorp Claim No. 11 shall be as provided in the Court's Agreed Order
Regarding Motion of Certain Physician Claimants to Estimate Claims Solely
for Purposes of Establishing a Proper Reserve Amount, signed simultaneously
herewith;
2. The reserves for PRG Claim Nos. 153, 154, 167 and 168 shall be as
provided in the Court's Agreed Order Regarding Reserve for Claims Nos. 153,
154, 167 & 168, signed simultaneously herewith;
3. The reserve for all other Physician Claims shall be as provided
in Section 8.2 of the Plan, which amount, as of the Confirmation Date is,
$12,210,880 in the aggregate, and which shall be apportioned into separate,
single reserve amounts set up for each group of affiliated physicians or
physician practice entities, in accordance with Section 8.2 of the Plan,
with the remainder, if any, of the reserve amount attributable to any such
group of affiliated physicians or physician practice entities after
resolution of the Claims asserted by such group then becoming available for
the Debtors' general use and distribution consistent with the terms of the
Plan and all other orders of the Court; and
4. The reserve for all other Claims shall be as provided in the
Court's Order Establishing (i) Reserves with Regard to Indemnity Claims,
Medical Malpractice Claims and Securities Claims and (ii) Method for
Calculating Cash Retained for Reserve Purposes signed simultaneously
herewith;
and it is further
ORDER CONFIRMING MODIFIED FIRST AMENDED
JOINT LIQUIDATING PLAN UNDER CHAPTER 11 OF
PHYSICIANS RESOURCE GROUP, INC. AND EYECORP, INC. - Page 2
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E. ORDERED that the Effective Date shall not occur until such time as all
of the conditions precedent set forth in Section 13.2 of the Plan have been
satisfied or waived pursuant to Section 13.3 of the Plan; and it is further
F. ORDERED that any objections to confirmation of the Plan that have not
been withdrawn or settled before the date of this Order or are not resolved or
rendered moot by the relief granted hereby, shall be, and hereby are, overruled;
and it is further
G. ORDERED that, upon the Confirmation Date, the Liquidation Agent shall
be, and hereby is, designated as the Debtors' representative and individual
responsible for overseeing and effecting the ultimate liquidation of the Debtors
in accordance with the terms of the Plan; and it is further
H. ORDERED that Michael W. Yeary and Karen Nicolaou, as disclosed at the
Confirmation Hearing, are hereby appointed as the Liquidation Agent and the
Director of Claims Reconciliation, respectively, under the Plan; and it is
further
I. ORDERED that the Debtors, their respective directors, officers,
agents, attorneys and representatives and the Liquidation Agent are authorized
and empowered to carry out all the provisions of the Plan and to take such
actions as may be necessary to execute and deliver (i) the Plan Documents,
substantially in the forms filed with the Court and approved by this Order and
(ii) all such other and related documents, and to do all such further acts and
things as, in the sole judgment of such persons, are necessary, useful or
appropriate to effectuate, implement and consummate the Plan and this Order, and
the Debtors, their respective directors, officers, agents, attorneys and
representatives and the Liquidation Agent are authorized to deliver, file and
record
ORDER CONFIRMING MODIFIED FIRST AMENDED
JOINT LIQUIDATING PLAN UNDER CHAPTER 11 OF
PHYSICIANS RESOURCE GROUP, INC. AND EYECORP, INC. - Page 3
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such documents, certificates, reports or instruments with the appropriate
federal, state, commonwealth, local, foreign or other governmental authorities
and with such other entity or entities as, in the sole judgment of such persons,
may be necessary, useful or appropriate to effectuate, implement or consummate
the Plan and this Order; and it is further
J. ORDERED that each and every federal, state, commonwealth, local,
foreign or other governmental authority, agency or department is hereby directed
to accept any and all documents and instruments necessary, useful or appropriate
to effectuate, implement or consummate the transactions contemplated by the Plan
and this Order; and it is further
K. ORDERED that all approvals and consents of the equity interest
holders, officers and directors of the Debtors, as may be necessary to implement
and carry out the Plan, the transactions contemplated thereby and the actions
authorized by this Order be, and they hereby are, deemed made or done; and it is
further
L. ORDERED that this Order shall constitute all approvals and consents
required, if any, by the laws, rules and regulations of any State or any other
governmental authority with respect to the implementation or consummation of the
Plan and any documents, instruments and agreements related thereto and any
modifications or amendments thereto; and it is further
M. ORDERED that the Oversight Committee shall exist as of the Effective
Date, with the powers and duties set forth in the Plan. As disclosed at the
Confirmation Hearing, the Oversight Committee shall be composed of (i) two
holders of Debentures willing to serve and (ii) one physician/shareholder member
who, as of the Effective Date, shall be Byron Haney, Steven Audi and Dr. William
M. Aden, respectively; and it is further
ORDER CONFIRMING MODIFIED FIRST AMENDED
JOINT LIQUIDATING PLAN UNDER CHAPTER 11 OF
PHYSICIANS RESOURCE GROUP, INC. AND EYECORP, INC. - Page 4
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N. ORDERED that the automatic stay imposed by Section 362 of the
Bankruptcy Code is hereby modified as necessary to allow the execution,
delivery, filing and recordation of the Plan Documents and any other documents,
certificates, reports, UCC financing or termination statements or instruments in
connection therewith as are necessary, useful or appropriate to effectuate,
implement and consummate the Plan; and it is further
O. ORDERED that in accordance with Sections 1141(b) and (c) of the
Bankruptcy Code, upon the Effective Date, all property and assets of the
Debtors' estates shall vest in the Debtors free and clear of all claims, liens,
encumbrances, charges and other interests of creditors and equity interest
holders, except as otherwise provided in the Plan or the Plan Documents; and it
is further
P. ORDERED that the assumption or rejection of existing executory
contracts and unexpired leases, as provided in the Plan or prior Order of this
Court, shall be, and hereby is, approved in all respects. All existing
executory contracts or unexpired leases which (i) have not been assumed or
rejected prior to the Effective Date of the Plan; (ii) are not currently the
subject of a pending motion to assume or reject as of the Effective Date; or
(iii) were not listed in the Contract Notice as being assumed by the Debtors be,
and hereby are, deemed rejected as of the Effective Date; and it is further
Q. ORDERED that within ten (10) business days after the Effective Date,
the Debtors shall mail to all parties in interest in the Bankruptcy Cases notice
of the entry of this Order, together with notice of the last day to file
requests for payment of Administrative Claims, Claims arising from
ORDER CONFIRMING MODIFIED FIRST AMENDED
JOINT LIQUIDATING PLAN UNDER CHAPTER 11 OF
PHYSICIANS RESOURCE GROUP, INC. AND EYECORP, INC. - Page 5
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the rejection of executory contracts, and Fee Claims pursuant to Sections 5.1.1
and 10.2 of the Plan; and it is further
R. ORDERED that in accordance with Section 5.1.1 of the Plan, all holders
of Administrative Claims, including Professional Persons holding Professional
Fee Claims, shall file with the Court and serve upon the Debtors and their
counsel a request for the payment of such Claims within sixty (60) days after
the Confirmation Date. A failure to file any such request in a timely fashion
will result in the Administrative Claim in question being discharged and its
holder forever barred from asserting such Claim against the Debtors; and it is
further
S. ORDERED that, in accordance with Section 10.2 of the Plan, each holder
of Claims arising from the rejection of existing executory contracts and
unexpired leases to which the Debtors are a party on or after the Effective Date
shall file any Claim for damages as a result of such rejection within twenty
(20) days after the date of such rejection, or any such Claim shall be
discharged and its holder forever barred from asserting such Claim against the
Debtors; and it is further
T. ORDERED that this Court hereby retains, after the date of this Order,
jurisdiction over all matters arising in, arising under and related to the
Chapter 11 Cases, for, among other things, the following purposes, to the
fullest extent permitted by law:
1. To hear and determine objections to Claims, including Physician
Claims, and adversary proceedings brought by the Debtors against
physicians and/or physician practice entities, and otherwise
regulate the procedures for the disposition of the claims by and
between the Debtors and their affiliates and physicians and/or
physician practice entities;
2. To hear and determine any and all motions to estimate Claims,
including Physician Claims, regardless of whether the Claim is
the subject of a pending objection, a pending appeal or
otherwise;
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3. To hear and determine any and all pending applications for the
rejection, assumption or assignment of executory contracts or
unexpired leases to which a Debtor is a party or with respect to
which a Debtor may be liable and to hear and determine, and, if
need be, to liquidate, any and all Claims arising therefrom;
4. To take any action and issue such orders as may be necessary to
construe, enforce, implement, execute and consummate the Plan and
to maintain the integrity of the Plan;
5. To ensure that distributions, if any, to holders of Allowed
Claims are accomplished as provided herein;
6. To hear and determine all controversies, suits and disputes that
may arise in connection with the interpretation, implementation
or enforcement of the Plan, the Liquidation Agent's powers and
duties, releases under the Plan, or any Claim asserted against
the Liquidation Agent, the Debtors or any of their professionals,
any representative of the Debtors' estates or their agents;
7. To enforce all orders, judgments, injunctions and rulings entered
in connection with the Bankruptcy Cases;
8. To determine any and all applications for allowance of
compensation and reimbursement of expenses and any other fees and
expenses authorized to be paid or reimbursed under the Bankruptcy
Code or the Plan;
9. To hear and determine all proceedings to recover all assets of
the Debtors and property of the estate, wherever located,
including any causes of action under Chapter 5 of the Bankruptcy
Code, and any other causes of action or claims, that belong to
the Debtors, that may be pending on the Confirmation Date or that
may be instituted at any time thereafter;
10. To enter, implement or enforce such Orders as may be appropriate
in the event the Confirmation Order is for any reason stayed,
reversed, revoked, modified or vacated;
11. To hear and determine any application to modify the Plan in
accordance with Section 1127 of the Bankruptcy Code, to remedy
any defect or omission, or reconcile any inconsistency in the
Plan, the Disclosure Statement or any Order of this Court,
including the Confirmation Order, in such a manner as may be
necessary to carry out the purposes and effect thereof;
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JOINT LIQUIDATING PLAN UNDER CHAPTER 11 OF
PHYSICIANS RESOURCE GROUP, INC. AND EYECORP, INC. - Page 7
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12. To hear and determine matters concerning state, local and federal
taxes, including matters arising under or with respect to
Sections 346, 505 and 1146 of the Bankruptcy Code;
13. To hear any other matters related hereto and not inconsistent
with the Bankruptcy Code and title 28 of the United States Code;
and
14. To enter a final decree or decrees closing the Bankruptcy Cases.
and it is further
U. ORDERED that all of the following Plan Documents are consistent with
the Plan, and are hereby approved substantially in the forms filed with this
Court on or before the Confirmation Date, as the same may have been amended on
or prior to the date hereof:
1. Agency Agreement;
2. Escrow Agreement;
3. Forms of Buyout Documents:
a. Buyout Note
b. Security Agreement
c. Guaranty Agreement
d. Termination Agreement
e. Bill of Sale, Assignment and Assumption Agreement
f. General Release
and it is further
V. ORDERED that upon the occurrence of the Initial Unsecured Distribution
Date, the Plan shall be deemed substantially consummated; and it is further
W. ORDERED that the Debtors and the Liquidation Agent are hereby
authorized and empowered to execute, deliver and perform their obligations under
the Plan Documents, substantially in the forms filed with the Court and approved
by this Order, including any documents related
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PHYSICIANS RESOURCE GROUP, INC. AND EYECORP, INC. - Page 8
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thereto, as the same may hereafter be modified to conform to or be consistent
with the Court's ruling on confirmation of the Plan; and it is further
X. ORDERED that upon execution and delivery of each of the above-
mentioned Plan Documents to which the Debtors and the Liquidation Agent or any
of them is a party, substantially in the forms filed with the Court and approved
by this Order, such documents shall constitute legal, valid and binding
obligations of the Debtors and the Liquidation Agent, enforceable against them
in accordance with their respective terms; and its is further
Y. ORDERED that the incentive bonus for the Liquidation Agent set forth
in the Plan and disclosed at the Confirmation Hearing be, and hereby is,
approved; and it is further
Z. ORDERED that the salaries for the Key Employees, as set forth in the
Plan and Disclosure Statement and disclosed at the Confirmation Hearing be, and
hereby are, approved; and it is further
AA. ORDERED that as of the Effective Date, neither the Debtors, the
Liquidation Agent, the Equity Committee, the Physicians' Committee, the
Indenture Trustee, RAM, the Oversight Committee, the Key Employees nor any of
their respective directors, officers, employees, members agents, attorneys,
advisors, professionals or anyone for whom the Debtors or such listed
individuals may be legally responsible, or their respective assets or
properties, shall have or incur any liability to any holder of a Claim or
Equity Interest for any act, event or omission arising out of, relating to, or
in connection with (i) the Bankruptcy Cases, (ii) the formulation, negotiation,
preparation, dissemination, filing, confirmation, implementation or consummation
of the Plan or the Disclosure
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Statement, or (iii) the administration of the Plan or the property to be
distributed under the Plan, except for willful misconduct or gross negligence;
and it is further
BB. ORDERED that, based upon the record before the Court, the Debtors,
RAM, the Equity Committee, the Physician's Committee and the Indenture Trustee,
and each of their respective directors, officers, employees, shareholders,
representatives, members, attorneys, accountants, professionals and other
advisors have acted, and are hereby deemed to have acted, in "good faith" within
the meaning of Section 1125(e) of the Bankruptcy Code with respect to all of
their activities relating to the solicitation of acceptances for the Plan; and
it is further
CC. ORDERED that upon the Effective Date, all Persons who have consented
on the Ballot to the release contained in Section 12.4 of the Plan or who are
deemed to have consented (i) pursuant to Section 6.2 of the Plan or (ii) by
virtue of having submitted a validly executed Ballot that did not expressly
indicate a consent or lack of consent to said release, are precluded and
enjoined from asserting against the Debtors, or their respective current
officers, directors, employees, attorneys, and agents, or anyone for whom the
Debtors, or such listed individuals may be legally responsible or their
respective assets or properties, any (i) lien, encumbrance, security interest,
Equity Interest or charges of any nature or description relating to the Debtors,
the Bankruptcy Cases or affecting property of the Debtors' bankruptcy estates,
or (ii) Claim or any other liability relating to the Debtors or the Bankruptcy
Cases whether known or unknown, discovered or undiscovered, latent or patent,
scheduled or unscheduled, whether contingent, unliquidated or disputed, against
the Debtors, or any of their respective officers, directors, employees,
attorneys or agents based upon any condition, event, act, omission, occurrence,
transaction or other activity or inactivity of any kind or
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PHYSICIANS RESOURCE GROUP, INC. AND EYECORP, INC. - Page 10
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nature that occurred prior to the Effective Date, whether or not (a) a proof of
Claim or Equity Interest has been filed or is deemed to have been filed (b) such
Claim or Equity Interest is allowed or (c) the holder of such Claim or Equity
Interest has accepted the Plan, except as provided otherwise in the Plan; and it
is further
DD. ORDERED that a non-PRG Party who returned a Notice of Buyout Election
to the Debtors pursuant to Section 8.8 of the Plan prior to the Voting Deadline
but failed to return a Ballot prior to the Voting Deadline be, and hereby is,
deemed to have accepted the Plan and consented to the release and injunction set
forth in Section 12.4 of the Plan; and it is further
EE. ORDERED that all holders of Claims or Equity Interests who returned a
validly executed Ballot prior to the Voting Deadline but did not indicate the
consent or lack of consent to the release and injunction contained in Section
12.4 of the Plan be, and hereby are, deemed to have consented to said release
and injunction; and it is further
FF. ORDERED that the Plan and its provisions, including the settlement
contained in (S) 8.8 of the Plan shall bind the Debtors and their affiliates,
and any entity acquiring or disposing of property under the Plan, and any
creditors, their agents, employees, officers, directors and other
representatives, whether or not the Claim or Equity Interest of such creditors
or equity interest holders is impaired under the Plan and whether or not such
creditors or equity interest holders have accepted the Plan; and it is further
GG. ORDERED that the settlements contained in Section 8.8 of the Plan be,
and hereby are, approved; and it is further
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HH. ORDERED that nothing in the Plan, the Confirmation Order or the
Court's Findings of Fact and Conclusions of Law entered in connection with this
Order shall in any manner (a) affect any otherwise valid, enforceable rights of
any holder of a Claim to binding arbitration or (i) its Claims against the
Debtors or (ii) the Debtors' counterclaims against such holder, or (b) cause the
termination of any such otherwise valid, enforceable arbitration rights of any
such holder; and it is further
II. ORDERED that all parties' rights to seek a determination from this
Court regarding whether any proceeds of director and officer insurance policies
are property of the Debtors' bankruptcy estates are hereby reserved without
prejudice; and it is further
JJ. ORDERED that upon the entry of this Order, all holders of Claims and
other parties in interest, along with their respective present or former
employees, agents, officers, directors or principals, shall be enjoined from
taking any actions to interfere with the implementation or consummation of the
Plan; and it is further
KK. ORDERED that any claims set forth on the Debtors' Schedules, as the
same may have been amended through the date of this Order, that are not
scheduled as contingent, unliquidated or disputed and have not previously been
allowed are hereby allowed as scheduled to the extent not disputed, contingent
or unliquidated; and it is further
LL. ORDERED that any Claims scheduled by the Debtors as disputed,
contingent or unliquidated and for which no proof of claim has been filed as of
the date of this Order are hereby disallowed; and it is further
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PHYSICIANS RESOURCE GROUP, INC. AND EYECORP, INC. - Page 12
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MM. ORDERED that pursuant to Section 1123(b)(3) of the Bankruptcy Code,
the Liquidation Agent shall retain and may enforce any and all claims and causes
of action of the Debtors, including, but not limited to, any claims for
contribution or indemnification, and any claims to recover preferences or
fraudulent conveyances pursuant to Sections 544, 547, 548 and 550 of the
Bankruptcy Code, except to the extent such claims and causes of action have been
released pursuant to the Plan or this Order; and it is further
NN. ORDERED that to the extent there is any inconsistency between this
Order and the Plan Documents, the terms and provisions of this Order shall
govern; and it is further
OO. ORDERED that if any provision of this Order is invalidated or
otherwise reversed on appeal, it shall not effect any other provision hereof,
and the remaining provisions of this Order shall remain valid and in full force
and effect; and it is further
NN. ORDERED that Bankruptcy Rule 3020(e) does not apply to the provisions
of this Order.
SIGNED this 1/st/ day of December, 2000
/s/ Robert C. McGuire
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HONORABLE ROBERT C. MCGUIRE
UNITED STATES BANKRUPTCY JUDGE
ORDER CONFIRMING MODIFIED FIRST AMENDED
JOINT LIQUIDATING PLAN UNDER CHAPTER 11 OF
PHYSICIANS RESOURCE GROUP, INC. AND EYECORP, INC. - Page 13
