Opinion
Case Nos. 01-52415 and 01-52416 (Chapter 11) Jointly Administered
March 12, 2002
The debtors and debtors in possession (collectively, the "Debtors") in the above captioned cases, having proposed and filed with the Clerk of this Court the Debtors' Joint Plan of Reorganization, dated February 11, 2002 (as the same may be amended and restated from time to time, the "Plan"), and the related Disclosure Statement for Joint Plan of Reorganization, dated February 11, 2002, including all exhibits thereto (as the same may be amended and restated from time to time, the "Disclosure Statement"); and, on February 11, 2002 (the "Scheduling Order"), this Court having entered an Order and Notice Upon Filing of Disclosure Statement (the "Notice") scheduling a hearing on the Disclosure Statement for March 12, 2002 (the "Disclosure Statement Hearing"); and copies of the Plan and Disclosure Statement having been served by first-class mail, on February 11, 2002 to, among others: (A) counsel to the Official Committee of Unsecured Creditors (the "Creditors' Committee"); (B) the United States Trustee for this District (the "U.S. Trustee"); and (C) the Securities and Exchange Commission; and a copy of the Notice having been served by first class mail on all creditors and interested parties in these proceedings on February 12, 2002, and objections having been filed to the Disclosure Statement (the "Objections"), by certain parties in interest (the "Objecting Parties") and the Debtors having filed a Reply to Objections to Disclosure Statement for Debtors' Joint Plan of Reorganization (the "Reply"), which included as exhibits the (Proposed) Disclosure Statement for Debtors' First Amended Joint Plan of Reorganization and the Debtors' First Amended Joint Plan of Reorganization (both of which were blacklined to reflect changes from the February 11, 2002 versions), and upon the motion, dated February 22, 2002 (the "Voting Procedures Motion"), of the Debtors for an order pursuant to sections 105, 363, 1125 and 1126 of title 11 of the United States Code (the "Bankruptcy Code"), as supplemented by Rules 3017, 3018 and 3020 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), among other things: (a) establishing rules for tabulating votes on the Plan; (b) approving the forms of ballots and notices for the Plan; (c) approving a notice apprising holders of wholly unliquidated, contingent and/or undetermined claims of the "one vote, one dollar" procedure described in the Motion; and (d) granting related relief; and notice of the Voting Procedures Motion having been given as set forth in such motion; and the hearing on the Voting Procedures Motion and the Disclosure Statement Hearing having been held on March 12, 2002 and concluded; and amendments to the Disclosure Statement, the Plan, and the other forms of documents and instruments annexed to the Disclosure Statement as exhibits having been filed with and/or presented to the Court; and a proposed form of this Order having been provided in advance to the Objecting Parties; and the Court having considered the Plan, the Disclosure Statement, all amendments thereto and the other forms of documents and instruments annexed, the Objections, and the Reply thereto; and it appearing that the relief provided in the Order is in the best interests of the Debtors and their estates, creditors and other parties in interest; and upon the record of the Disclosure Statement Hearing and all prior proceedings in these cases; and after due deliberation and sufficient cause appearing therefore, it is on this 12th day of March, 2002,
FOUND, THAT:
A. Due and sufficient notice of the Disclosure Statement Hearing has been given as evidenced by the affidavits of service filed with this Court.
B. Notice of the Disclosure Statement Hearing as approved and prescribed by the Court in the Notice is adequate and sufficient pursuant to the Bankruptcy Code, the Bankruptcy Rules, and other applicable law.
C. The Objections were considered and either addressed by the Debtors or overruled by the Court unless otherwise resolved or withdrawn at or prior to the Disclosure Statement Hearing, as set forth on the record of the Disclosure Statement Hearing; provided, however, that nothing contained herein shall preclude any party in interest from objecting to confirmation of the Plan.
D. The Disclosure Statement, as amended, modified or supplemented by the record of the Disclosure Statement Hearing and revisions made or to be made as a result thereof, contains "adequate information" as that term is defined in section 1125 of the Bankruptcy Code.
E. The claims in Classes 1, 2, 4, 5 and 6, as designated and defined in the Plan (collectively, the "Unimpaired Claims"), are not impaired within the meaning of section 1124 of the Bankruptcy Code and, therefore, the holders thereof are conclusively presumed to have accepted the Plan and are not entitled to vote on the Plan under section 1126(f) of the Bankruptcy Code.
F. The claims in Classes 3, 7 and 8 as designated and defined in the Plan (collectively, the "Voting Impaired Claims"), are impaired within the meaning of section 1124 of the Bankruptcy Code and, pursuant to section 1126(a) of the Bankruptcy Code, the holders of such claims are entitled to vote to accept or reject the Plan.
IT IS THEREFORE ORDERED, ADJUDGED AND DECREED THAT:
Approval of Disclosure Statement.
1. The Disclosure Statement is hereby approved in all respects as containing "adequate information" within the meaning of section 1125 of the Bankruptcy Code with respect to the Plan.
2. The Debtors are authorized and empowered to solicit acceptances of the Plan in accordance with this Order.
Entitlement to Vote.
3. The holders of Unimpaired Claims are not entitled to vote to accept or reject the Plan and are conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code.
4. The holders of Voting Impaired Claims are entitled to vote to accept or reject the Plan pursuant to section 1126(a) of the Bankruptcy Code.
Voting Procedures Ballots
5. The Voting Procedures Motion is granted.
6. Each claim of a holder of a Voting Impaired Claim against the Debtors (each a "Claim") shall be allowed for voting purposes (and not for any other purpose) solely in accordance with the following rules:
(a) Late Claims. Respecting a Claim as to which a proof of claim has not been timely filed ( i.e., was filed after the deadline set by the Court for the filing of a claim of that type), the voting amount of such Claim (subject to any applicable limitations set forth below) shall be equal to: (i) the amount listed, if any, in respect of such Claim in the Debtors' Schedules of Assets and Liabilities filed with the Court on May 9, 2001 (as such schedules may be amended from time to time, the "Schedules"), to the extent such Claim is not listed as contingent, unliquidated, undetermined or disputed; or (ii) if not so listed, then the Claim respecting such proof of claim shall be disallowed provisionally for voting purposes;
(b) Undisputed Filed Claims. With respect to a liquidated, non-contingent Claim as to which a proof of claim has been timely filed and as to which an objection has not been filed at least ten days prior to the end of the period fixed by the Court for voting on the Plan (the "Voting Period"), the amount and classification of such Claim shall be that specified in such proof of claim as reflected in the records of BSL, as agent for the Clerk of the Court (the "Clerk"), subject to any applicable limitations set forth below;
(c) Disputed Filed Claims. With respect to a Claim that is the subject of an objection filed at least ten days prior to the end of the Voting Period, such Claim shall be disallowed provisionally for voting purposes, except to the extent and in the manner that: (i) the Debtors agree the Claim should be allowed in the Debtors' objection to such Claim; or (ii) such Claim is allowed temporarily for voting purposes in accordance with Bankruptcy Rule 3018;
(d) Claims Estimated for Voting Purposes. Respecting a Claim that has been estimated or otherwise allowed for voting purposes by order of the Court, the amount and classification of such Claim shall be that set by the Court;
(e) Wholly Unliquidated Claims. A Claim recorded in the Schedules or in the Clerk's records as wholly unliquidated, contingent and/or undetermined shall be accorded one vote valued at one dollar for purposes of section 1126(c) of the Bankruptcy Code, unless the Claim is disputed as set forth in (c) above;
(f) Partially Unliquidated Claims. Respecting a Claim that is unliquidated, contingent and/or undetermined in part, the holder of the Claim shall be entitled to vote that portion of the Claim that is liquidated, non-contingent and undisputed in the liquidated, non-contingent and undisputed amount, subject to any limitations set forth herein and unless otherwise ordered by the Court;
(g) Claims Limited to Setoffs. Respecting a Claim as to which the holder has agreed that the Claim may be asserted solely for purposes of setoff against claims the Debtors may have against such holder and not as an affirmative Claim against the Debtors' estates, such Claim shall be disallowed provisionally for voting purposes; and
(h) Duplicate Claims. A creditor shall not be entitled to vote its Claim to the extent such Claim duplicates or has been superseded by another Claim of such creditor.
7. The Debtors or their authorized agent shall serve holders of Claims recorded as wholly unliquidated, contingent and/or undetermined with a notice substantially in the form of the notice annexed to this Order as Exhibit A, setting forth the procedures and deadlines specific to their Claims, by first class mail by the later of: (i) five (5) business days after the entry of this Order; and (ii) the deadline for transmitting the Plan, Disclosure Statement and ballots to creditors voting on the Plan.
8. A holder of a wholly unliquidated, contingent or undetermined Claim may not challenge its "one dollar, one vote" valuation (as provided in subparagraph 6(e) above) unless such holder files a motion ("Creditor's Voting Motion") for a hearing on the estimation of such Claim with this Court within ten (10) days of service of the notice annexed hereto as Exhibit A that sets forth with particularity the amount and classification that such claimant believes its Claim should be entitled for voting purposes and the evidence in support of that belief The Creditor's Voting Motion must be: (i) filed with the United States Bankruptcy Court, 101 West Lombard Street, Suite 8303, Baltimore, Maryland 21201; and (ii) served, so as to be received on or before the date the motion is filed with the Bankruptcy Court, by:
Willkie Fan Gallagher 787 Seventh Avenue New York, N.Y. 10019 Attn: Alan J. Lipkin, Esquire
Whiteford Taylor Preston L.L.P. Seven Saint Paul Street, Suite 1400 Baltimore, Maryland 21202 Attn: John F. Carlton, Esquire
Attorneys for the Creditors' Committee Shapiro Sher and Guinot 2000 Charles Center South 36 South Charles Street Baltimore, MD 21201 Attn: Joel I. Sher, Esquire
Office of the United States Trustee 300 West Pratt Street Suite 350 Baltimore, MD 21201 Attn: Mark Neil, Esquire
9. If a claimant reaches an agreement with counsel to the Debtors as to the treatment of its Claim for voting purposes, a stipulation setting forth that agreement may be presented to the Court for approval by notice of proposed stipulation and order, with presentment upon three (3) business days' notice to all parties requesting notice in the Debtors' chapter 11 cases.
10. Unless this Court temporarily or otherwise allows all or a portion of a Claim subject to a Creditor's Voting Motion for voting purposes by the end of the Voting Period, that Claim shall not be counted for voting purposes.
11. The forms of ballots annexed to this Order as Exhibits B through D are approved for purposes of voting on the Plan and the Debtors or their authorized agent shall have the right to prepare and distribute other or modified forms of ballots, substantially in conformance with such ballots and Official Form No. 14, as the Debtors find necessary.
Record Date.
12. The "record date" for determining which holders of claims against any of the Debtors are entitled to vote to accept or reject the Plan is hereby set as 5:00 p.m. (Baltimore time) on February 28, 2002.
Deadline to Return Ballots.
13. The deadline for BSI, the Debtors' balloting agent, to receive ballots from claimants respecting the Plan and any lump sum cash payment election thereon shall be April 19, 2002 at 5:00 p.m. (Baltimore time); provided, however, the Debtors shall have the ability at their sole discretion to extend the Voting Period by filing written notice of such extension with the Bankruptcy Court. Tabulation of Ballots.
The following rules shall govern the tabulation of all ballots:
(a) For the purpose of voting on the Plan, BSI, as balloting agent, will be deemed to be in constructive receipt of any ballot timely delivered to any address that BSI (or its authorized agent) designates for the receipt of ballots cast on the Plan;
(b) Any ballot received by BSI after the end of the Voting Period shall not be counted;
(c) Any ballot received by BSI by telecopier, facsimile or other electronic communication shall not be counted;
(d) Pursuant to Bankruptcy Rule 3018(a), whenever a holder of a claim or interest submits more than one ballot voting the same claim or interest prior to the end of the Voting Period, the first such ballot sent and received shall count unless such holder has sufficient cause within the meaning of Bankruptcy Rule 3018(a) to submit, or the Debtors consent to the submission of, a superseding ballot;
(e) The authority of the signatory of each ballot to complete and execute the ballot shall be presumed; any ballot that is not signed shall not be counted;
(f) A holder of a Claim against the Debtors must vote all of its Claims within a particular class under the Plan either to accept or reject the Plan and may not split its vote; provided, however that a secured claim that is partially secured shall be entitled to vote the secured portion differently from the unsecured portion. Accordingly, a ballot (or multiple ballots with respect to separate Claims within a single class) that partially rejects and partially accepts the Plan, or that indicates both a vote for and against the Plan, will not be counted; and
(g) Any ballot that does not indicate whether the holder of the relevant Claim or interest is voting for or against the Plan shall be counted as a vote for the Plan.
Date, Time and Location of Confirmation Hearing.
14. The Confirmation Hearing shall be held at the United States Bankruptcy Court, 101 W. Lombard Street, Courtroom 9D, Baltimore, Maryland 21201, on May 1, 2002 at 10:00 A.M., or as soon thereafter as counsel can be heard, and may be adjourned from time to time without further notice (other than by announcement of the adjourned date or dates at the Confirmation Hearing).
Service of Confirmation Notice.
15. Service on or before March 20, 2002, of a copy of the notice, substantially in the form annexed to the Motion as Exhibit E, on holders of unimpaired claims constitutes due and sufficient notice of the hearing on confirmation of the Plan pursuant to Bankruptcy Rule 3017(d).
16. Service on or before March 20, 2002, on all holders of impaired claims of a copy of: (i) the Plan; (ii) the Disclosure Statement and all exhibits thereto; (iii) the Order approving the Disclosure Statement; and if applicable, (iv) the relevant ballots, constitutes due and sufficient notice of the hearing on confirmation of the Plan pursuant to Bankruptcy Rule 3017(d).
17. The Debtors shall serve a notice of the hearing on confirmation of the Plan (the "Confirmation Hearing"), substantially in the form annexed hereto as Exhibit F1, by first class mail upon.: (a) holders of claims against the Debtors in amounts greater than zero dollars, as set forth in the Debtors' Schedules; (b) holders of contingent, unliquidated, disputed and/or undetermined claims against the Debtors, in whatever dollar amount, as they appear on the Schedules; and (c) unless already identified in clauses (a) and (b) above, holders of claims against the Debtors that have filed proofs of claim, as they appear and at the addresses set forth in such proofs of claim (or in the case of amended proofs of claim, on the last filed amended proof of claim).
18. The form of the notice annexed hereto as Exhibit F is approved.
Confirmation Objections.
19. All objections to confirmation of the Plan must: (i) be in writing; (ii) state with particularity the grounds for objection; and (iii) be filed with this Court with a copy for chambers and served in a manner so as to be received on or before April 19, 2002 at 12:00 noon (Baltimore time) by: (1) the Office of the United States Trustee for this District, 300 West Pratt Street, Suite 350, Baltimore, MD 21201; (2) the Debtors, do both Willkie Farr Gallagher, 787 Seventh Avenue, New York, New York 10019, Attn: Alan J. Lipkin, Esquire and Whiteford Taylor Preston, Seven Saint Paul Street, Suite 1400 Baltimore, Maryland 21202, Attn: John F. Carlton, Esquire; and (3) Shapiro Sher and Guinot, Attorneys for the Creditors' Committee, 2000 Charles Center South, 36 South Street, Baltimore, Maryland 21201, Attn: Joel I. Sher, Esquire.
20. ANY OBJECTIONS TO CONFIRMATION OF THE PLAN MUST BE IN WRITING, STATE WITH PARTICULARITY THE GROUNDS FOR OBJECTION, AND BE FILED AND STRICTLY SERVED AS PRESCRIBED HEREIN OR THE OBJECTING PARTY MAY BE BARRED FROM OBJECTING TO CONFIRMATION OF THE PLAN AND MAY NOT BE HEARD AT THE CONFIRMATION HEARING.
Filings Due Prior to Confirmation Hearing.
21. At least 10 days before the Confirmation Hearing, any party to an executory contract that is being assumed by the Debtors as set forth in Schedule 6.02 to the Plan shall file an objection, if any, to the cure amount provided therein with: (i) Frank's Nursery Crafts, 1175 West Long Lake Road, Troy, Michigan 48098, Attn: Larry Lakin; (ii) Attorneys for the Debtors, Willkie Farr Gallagher, 787 Seventh Avenue, New York, New York 10019, Attn: Alan J. Lipkin, Esquire and Whiteford Taylor Preston L.L.P., Seven Saint Paul Street, Suite 1400 Baltimore, Maryland 21202, Attn: John F. Carlton, Esquire; and (iii) Shapiro Sher and Guinot, Attorneys for the Creditors' Committee, 2000 Charles Center South, 36 South Charles Street, Baltimore, MD 21201, Attn: Joe Sher, Esquire.
22. At least 10 days before the Confirmation Hearing, each professional retained in these chapter 11 cases shall submit a written non-binding estimate of the maximum amount of fees and expenses such professional expects to incur for the period after the earlier of; (i) the last cutoff date for an interim fee application that such professional filed with the Court; or (ii) January 31, 2002, through the Confirmation Hearing in each case; and (b) provide copies of such estimate to: (i) Frank's Nursery Crafts, 1175 West Long Lake Road, Troy, Michigan, 48098, Attn: Larry Lakin; (ii) Attorneys for the Debtors, Willkie Farr Gallagher, 787 Seventh Avenue, New York, New York 10019, Attn: Alan J. Lipkin, Esquireand Whiteford Taylor Preston L.L.P., Seven Saint Paul Street Suite 1400 Baltimore, Maryland 21202, Attn: John F. Carlton, Esquire; and (iii) Shapiro Sher and Guinot, Attorneys for the Creditors' Committee, 2000 Charles Center South, 36 South Charles Street, Baltimore, MD 21201, Attn: Joe/Sher, Esquire.
23. No later than 20 days before the Confirmation Hearing, the Debtors shall file with the Bankruptcy Court and deliver a copy to chambers a non-binding schedule of potential preference defendants against whom the Debtors could have affirmative claims.
Administrative Provisions.
24. This Order shall be without prejudice to the Debtors' rights to seek on notice to the Class being affected a determination that one or more of the Classes in the Plan designated as impaired, including the Classes that will be receiving ballots pursuant to this Order, are unimpaired and therefore, that such Class or Classes are deemed to have accepted the Plan without regard to how such Class or Classes actually voted.
25. The Debtors are authorized to make non-substantive changes to the Disclosure Statement, the Plan and related documents without further order of this Court, including, without limitation, changes to correct typographical and grammatical errors and to make conforming changes among the Disclosure Statement, the Plan, exhibits to the Disclosure Statement, and other material in the Solicitation Package prior to mailing of the Solicitation Package.
26. This Order shall be without prejudice to the Debtors' right to request additional rules and guidelines with respect to voting procedures.
27. The Debtors are hereby authorized and empowered to take such steps and incur and pay such costs and expenses and to do such things as may be reasonably necessary to implement the provisions of this order.
28. This Court shall retain jurisdiction to hear all such matters as may relate to, or arise from, this order.
EXHIBIT A TO THE DISCLOSURE STATEMENT NOTICE OF PROCEDURES AND DEADLINES CONCERNING WHOLLY CONTINGENT, UNLIQUIDATED, AND/OR UNDETERMINED CLAIMS AGAINST THE DEBTORSTO: HOLDERS OF WHOLLY UNLIQUIDATED, CONTINGENT AND/OR UNDETERMINED CLANS AGAINST THE DEBTORS:
PLEASE TAKE NOTICE that by "Order Approving the Disclosure Statement" dated March ___, 2002 (the "Order"), the Honorable James F. Schneider, United States Bankruptcy Judge, established the following procedures and deadlines governing your claims:
(a) A claim recorded as wholly unliquidated, contingent and/or undetermined, shall be accorded one vote valued at one dollar for purposes of voting on the Debtors' plan of reorganization. THIS VALUATION IS FOR VOTING PURPOSES ONLY, AND IS NOT A DETERMINATION OF THE VALUE OF YOUR CLAIM FOR DISTRIBUTION PURPOSES, i.e., THE "ONE DOLLAR, ONE VOTE" VALUATION WILL NOT DICTATE YOUR ENTITLEMENT TO RECEIVE MONEY OR PROPERTY UNDER THE PLAN. IF THE DEBTORS SEEK TO HAVE THE BANKRUPTCY COURT MAKE A FINAL AND SPECIFIC DETERMINATION OF YOUR CLAIM FOR DISTRIBUTION PURPOSES, YOU WILL RECEIVE SEPARATE NOTICE OF THE DATE OF THE SCHEDULED HEARING AND THE PROCEDURES FOR FILING OBJECTIONS.
(b) If you wish to challenge the "one dollar, one vote" treatment of your claim for voting purposes, you must file a motion with the United States Bankruptcy Court, 101 West Lombard Street, Suite 8303, Baltimore, Maryland 21201 in Room 8308 within ten (10) days of the date of this notice. Your motion must also be served, so as to be received by the parties identified below, on or before the date the motion is filed with the Bankruptcy Court. Your motion must be served upon:
Willkie Farr Gallagher 787 Seventh Avenue New York, N.Y. 10019 Attn: Alan J. Lipkin, Esq.
and
Whiteford, Taylor Preston L.L.P Seven Saint Paul Street, Suite 1400 Baltimore, Maryland 21202 Attn: Paul M. Nussbaum, Esq. John F. Carlton, Esq.
(c) Your motion for estimation of a claim for voting purposes must set forth with specificity the amount and classification at which you believe your claim should be allowed for voting purposes, and the evidence in support of that belief The motion must be served and filed in accordance with this notice, and any and all applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and the Local Bankruptcy Rules of the District of Maryland (Baltimore Division).PLEASE TAKE FURTHER NOTICE that if you reach an agreement with counsel to the Debtors concerning the amount and classification of your claim for voting purposes, a stipulation setting forth that agreement may be presented to the Bankruptcy Court for approval upon three (3) business days' notice to the parties designated in the Order.
PLEASE TAKE FURTHER NOTICE that if your claim is in dispute or the subject of a pending objection, and has not been determined by the Bankruptcy Court as of the deadline for voting on the plan of reorganization (whether due to your motion or the Debtors' motion objecting to, or seeking a final determination of, your claim), your claim shall not be counted for voting purposes, and your ballot, if any, shall not be counted, except to the extent and in the manner indicated in the Debtors' objection.
PLEASE TAKE FURTHER NOTICE that you need not file a motion or otherwise respond to this notice if you do not object to the "one dollar, one vote" treatment of your claim for voting purposes established by the Order.
WILLKIE FARR GALLAGHER Alan J. Lipkin Carollynn E.G. Callari 787 Seventh Avenue New York, New York 10019-6099 (212) 728-8000
and
WHITEFORD, TAYLOR PRESTON L.L.P.
__________________________________ Stephen F. Fruin, #08456 John F. Carlton, #06591 Seven Saint Paul Street, Suite 1400 Baltimore, Maryland 21202 (410) 347-9494
Co-Counsel for the Debtors Frank's Nursery Crafts, Inc., et al.EXHIBIT B TO THE DISCLOSURE STATEMENT ORDER MUST BE RECEIVED BY 5:00 P.M. EASTERN TIME ON [_______, 2002] BALLOT For Debtors' First Amended Joint Plan of Reorganization, dated March ___, 2002 (the "Plan") MORTGAGEE CLAIMS — Class 3
VOTE ON PLAN TAX INFORMATION SIGNATURE
1. NOTE: PLEASE CHECK ONLY ONE BOX. IF NO BOXES ARE CHECKED THIS BALLOT WILL NOT BE COUNTED. IF BOTH BOXES ARE CHECKED, THIS BALLOT WILL BE COUNTED AS A VOTE TO ACCEPT THE PLAN. A BALLOT THAT IS NOT SIGNED WILL NOT COUNT. ACCEPT PLAN REJECT PLAN 2. Under penalties of perjury, claimant certifies that: A. Claimant's correct taxpayer identification number is: (Social Security Number) __________ _________ _________, (or Employer Identification Number) _________ _________; and B. Please check the Appropriate Box(es): Claimant is not subject to backup withholding because: (a) Claimant is exempt from backup withholding; (b) Claimant has not been notified by the Internal Revenue Service ("IRS") that Claimant is subject to backup withholding as a result of a failure to report all interest or dividends; or (c) The IRS has notified Claimant that Claimant is no longer subject to backup withholding. 3. By signing this Ballot the undersigned certifies that it is either (a) creditor with a claim to which this Ballot pertains that is designated in the above-referenced class of Mortgagee Claims pursuant to the Plan, or (b) an authorized signatory of such a creditor, and has full power and authority to vote to accept or reject the Plan. The undersigned also acknowledges that such vote is subject to all the terms and conditions set forth in the Disclosure Statement. Name (Print): ______________________________________________ Signature: ______________________________________________ Title: ______________________________________________ Date Completed: ______________________________________________ PLEASE MAKE SURE YOU HAVE PROVIDED ALL INFORMATION REQUESTED ON THIS BALLOTINSTRUCTIONS FOR COMPLETING THE BALLOT
On [______, 2002], the United States Bankruptcy Court for the District of Maryland (the "Court") approved the Disclosure Statement for the First Amended Joint Plan of Reorganization (as may be amended, the "Disclosure Statement") filed by the debtors and debtors in possession (collectively, the "Debtors") in the above-captioned cases on March ____, 2002 and directed the Debtors to solicit votes with regard to the approval or rejection of the Debtors' First Amended Joint Plan of Reorganization, dated March ____, 2002 (as may be amended, the "Plan") attached as an exhibit thereto.
TO HAVE YOUR VOTE COUNT, YOU MUST COMPLETE, SIGN AND RETURN THIS BALLOT SO THAT IT IS RECEIVED BY BANKRUPTCY SERVICES, LLC (THE "VOTING AGENT") NO LATER THAN 5:00 P.M., EASTERN TIME, ON ________, 2002 (THE "VOTING DEADLINE"). FAXED BALLOTS WILL NOT BE COUNTED. ONLY ORIGINAL BALLOTS WITH ORIGINAL SIGNATURES WILL BE COUNTED. BALLOTS SHOULD BE RETURNED TO THE FOLLOWING ADDRESS:
( If mailed) ( if sent by overnight courier) Bankruptcy Services, LLC Bankruptcy Services, LLC Re: Frank's/FNC Re: Frank's/FNC P.O. Box 5014 70 East 55th Street FDR Station 6th Floor New York, N.Y. 10150-5014 New York, New York 10022
It is important that you vote. The Plan can be confirmed by the Court and thereby made binding on you if it is accepted by the holders of at least 2/3 in amount and more than 1/2 in number of claims actually voting in each voting class of claims. The votes of the claims actually voted in your class will bind those who do not vote. In the event that the requisite acceptances are not obtained, the Court may nevertheless confirm the Plan if at least one impaired class of claims or interests has accepted the Plan and the Court finds that the Plan accords fair and equitable treatment to, and does not discriminate unfairly against, the class(es) rejecting it and otherwise satisfies the requirements of Section 1129(b) of title 11 of the United States Code (the "Bankruptcy Code").
Your signature is required in order for your vote to be counted. If the claim is held by a partnership, the ballot should be executed in the name of the partnership by a general partner. If the claim is held by a corporation, the ballot must be executed by an officer. If you are signing in a representative capacity, please indicate your title after your signature.
This ballot has been prepared to reflect the class(es) in which you are eligible to vote. If you have claims in more than these classes, you may receive more than one ballot. IF YOU RECEIVE MORE THAN ONE BALLOT, YOU SHOULD ASSUME THAT EACH BALLOT IS FOR A CLAIM IN A SEPARATE CLASS AND SHOULD COMPLETE AND RETURN ALL OF THEM. If you have any questions, please contact the Voting Agent, Bankruptcy Services, LLC (212) 376-8485.
Ballots are being sent to all holders of allowed impaired Claims entitled to vote on the Plan as of the applicable voting record date. Pursuant to Section 502 of the Bankruptcy Code and Federal Rule of Bankruptcy Procedure 3018, the Court may estimate and temporarily allow a Claim for the purpose of voting on the Plan. The Debtors may seek an order of the Court, temporarily allowing, for voting purposes only, certain disputed claims. If the Debtors avail themselves of this right, allowance for voting purposes does not constitute allowance for purpose of distributions under the Plan.
This ballot is for voting purposes only and does not constitute and shall not be deemed a proof of claim or an admission by the Debtors of the validity of a claim.
If your ballot is damaged or lost or if you did not receive a ballot you may request a replacement by addressing a written request to Bankruptcy Services, LLC, at the address listed above, or by calling (212) 376-8485.
Claimants submitting multiple ballots shall be deemed to have voted in the manner of the first ballot cast.
If a claim is disputed as of the Voting Deadline, the ballot submitted with respect to that claim shall not be counted, except to the extent the Debtor's objection to that claim states otherwise or the Court orders otherwise upon the timely application of the claim holder in accordance with the Court's Order approving the Disclosure Statement, dated March ___, 2002.
EXHIBIT C TO THE DISCLOSURE STATEMENT ORDER MUST BE RECEIVED BY 5:00 P.M. EASTERN TIME ON [_______, 2002] BALLOT For Debtors' First Amended Joint Plan of Reorganization, dated March ___, 2002 (the "Plan") GENERAL UNSECURED CLAIMS — Class 7VOTE ON PLAN
1. NOTE: PLEASE CHECK ONLY ONE BOX. IF NO BOXES ARE CHECKED THIS BALLOT WILL NOT BE COUNTED. IF BOTH BOXES ARE CHECKED, THIS BALLOT WILL BE COUNTED AS A VOTE TO ACCEPT THE PLAN. A BALLOT THAT IS NOT SIGNED WILL NOT COUNT. ACCEPT PLAN REJECT PLAN 2. LUMP SUM CASH PAYMENT ELECTION In accordance with Section 3.07 of the Plan, and subject to Section 3.07(c) of the Plan, any holder of an Allowed Class 7 Claim may elect to receive a single lump sum cash payment of 10¢ per dollar of Allowed Claim in lieu of any distribution of New Common Stock and in full satisfaction of any and all distributions to be made under the Plan for such Class 7 Claim. Each holder of an Allowed Class 7 Claim of $10,000 or less that is not an Old Senior Subordinated Notes Claim shall be deemed to have made the Lump Sum Election. If you choose the lump sum cash payment, please check the following box: The undersigned elects the Lump Sum Cash Payment. 3. BONDHOLDER INFORMATION. If you are a Bondholder, please check one of the boxes below: Bondholder of Record Not the Bondholder of Record. The Bond is held by _____ (insert name of Depository Trust Company or Holder of record). 4. TAX INFORMATION Under penalties of perjury, claimant certifies that: A. Claimant's correct taxpayer identification number is: (Social Security Number) _________ _________ __________, (or Employer Identification Number) __________ _________; and B. Please check the Appropriate Box(es): Claimant is not subject to backup withholding because: (a) Claimant is exempt from backup withholding; (b) Claimant has not been notified by the Internal Revenue Service ("IRS") that Claimant is subject to backup withholding as a result of a failure to report all interest or dividends; or (c) The IRS has notified Claimant that Claimant is no longer subject to backup withholding. 5. SIGNATURE By signing this Ballot the undersigned certifies that it is either (a) creditor with a claim to which this Ballot pertains that is designated in the above-referenced class of General Unsecured Claims pursuant to the Plan, or (b) an authorized signatory of such a creditor, and has full power and authority to vote to accept or reject the Plan. The undersigned also acknowledges that such vote is subject to all the terms and conditions set forth in the Disclosure Statement. Name (Print): _______________________________________________ Signature: __________________________________________________ Title: ______________________________________________________ Date Completed: _____________________________________________ PLEASE MAKE SURE YOU HAVE PROVIDED ALL INFORMATION REQUESTED ON THIS BALLOTINSTRUCTIONS FOR COMPLETING THE BALLOT
On ______, 2002, the United States Bankruptcy Court for the District of Maryland (the "Court") approved the Disclosure Statement for the Debtors' First Amended Joint Plan of Reorganization (as may be amended, the "Disclosure Statement") filed by the debtors and debtors in possession (collectively, the "Debtors") in the above captioned cases on March ____, 2002 and directed the Debtors to solicit votes with regard to the approval or rejection of the Debtors' First Amended Joint Plan of Reorganization, dated March ____, 2002 (as may be amended, the "Plan") attached as an exhibit thereto.TO HAVE YOUR VOTE COUNT, YOU MUST COMPLETE, SIGN AND RETURN THIS BALLOT SO THAT IT IS RECEIVED BY BANKRUPTCY SERVICES, LLC (THE "VOTING AGENT") NO LATER THAN 5:00 P.M., EASTERN TIME, ON ______, 2002 (THE "VOTING DEADLINE"). FAXED BALLOTS WILL NOT BE COUNTED. ONLY ORIGINAL BALLOTS WITH ORIGINAL SIGNATURES WILL BE COUNTED. BALLOTS SHOULD BE RETURNED TO THE FOLLOWING ADDRESS:
( if mailed) ( if sent by overnight courier) Bankruptcy Services, LLC Bankruptcy Services, LLC Re: Frank's/FNC Re: Frank's/FNC P.O. Box 5014 6th Floor FDR Station 70 East 55th Street New York, N.Y. 10150-5014 New York, New York 10022
It is important that you vote. The Plan can be confirmed by the Court and thereby made binding on you if it is accepted by the holders of at least 2/3 in amount and more than 1/2 in number of claims actually voting in each voting class of claims. The votes of the claims actually voted in your class will bind those who do not vote. In the event that the requisite acceptances are not obtained, the Court may nevertheless confirm the Plan if at least one impaired class of claims or interests has accepted the Plan and the Court finds that the Plan accords fair and equitable treatment to, and does not discriminate unfairly against, the class(es) rejecting it and otherwise satisfies the requirements of Section 1120(b) of title 11 of the united States Code (the "Bankruptcy Code"). Your signature is required in order for your vote to be counted. If the claim is held by a partnership, the ballot should be executed in the name of the partnership by a general partner. If the claim is held by a corporation, the ballot must be executed by an officer. If you are signing in a representative capacity, please indicate your title after your signature.
This ballot has been prepared to reflect the class(es) in which you are eligible to vote. If you have claims in more than these classes, you may receive more than one ballot IF YOU RECEIVE MORE THAN ONE BALLOT, YOU SHOULD ASSUME THAT EACH BALLOT IS FOR A CLAIM IN A SEPARATE CLASS AND SHOULD COMPLETE AND RETURN ALL OF THEM. If you have any questions, please contact the Voting Agent, Bankruptcy Services, LLC (212) 376-8485.
Ballots are being sent to all holders of allowed impaired Claims entitled to vote on the Plan as of the applicable voting record date. Pursuant to Section 502 of the Bankruptcy Code and Federal Rule of Bankruptcy Procedure 3018, the Court may estimate and temporarily allow a Claim for the purpose of voting on the Plan. The Debtors may seek an order of the Court, temporarily allowing, for voting purposes only, certain disputed claims. If the Debtors avail themselves of this right, allowance for voting purposes does not constitute allowance for purpose of distributions under the Plan.
This ballot is for voting purposes only and does not constitute and shall not be deemed a proof of claim or an admission by the Debtors of the validity of a claim.
If your ballot is damaged or lost or if you did not receive a ballot you may request a replacement by addressing a written request to Bankruptcy Services, LLC, at the address listed above, or by calling (212) 376-8485.
Claimants submitting multiple ballots shall be deemed to have voted in the manner of the first ballot cast
If a claim is disputed as of the Voting Deadline, the ballot submitted with respect to that claim shall not be counted, except to the extent the Debtor's objection to that claim states otherwise or the Court orders otherwise upon the timely application of the claim holder in accordance with the Court's Order approving the Disclosure Statement, dated March ____, 2002.
EXHIBIT D TO THE DISCLOSURE STATEMENT ORDER MUST BE RECEIVED BY 5:00 P.M. EASTERN TIME ON [____, 2002] BALLOT For Debtors' First Amended Joint Plan of Reorganizations dated March ____, 2002 (the "Plan") EQUITY INTERESTS — Class 8VOTE ON PLAN TAX INFORMATION SIGNATURE
1. NOTE: PLEASE CHECK ONLY ONE BOX. IF NO BOXES ARE CHECKED THIS BALLOT WILL NOT BE COUNTED. IF BOTH BOXES ARE CHECKED, THIS BALLOT WILL BE COUNTED AS A VOTE TO ACCEPT THE PLAN. A BALLOT THAT IS NOT SIGNED WILL NOT COUNT. ACCEPT PLAN REJECT PLAN 2. Under penalties of perjury, claimant certifies that: A. Claimant's correct taxpayer identification number is: (Social Security Number) ____________ ________ ___________. (or Employer Identification Number) __________ ___________; and B. Please check the Appropriate Box(es): Claimant is not subject to backup withholding because: (a) Claimant is exempt from backup withholding; (b) Claimant has not been notified by the Internal Revenue Service ("IRS") that Claimant is subject to backup withholding as a result of a failure to report all interest or dividends; or (c) The IRS has notified Claimant that Claimant is no longer subject to backup withholding. 3. By signing this Ballot the undersigned certifies that it is either (a) creditor with a claim or interest to which this Ballot pertains that is designated in the above-referenced class of Equity Interests pursuant to the Plan, or (b) an authorized signatory of such a creditor, and has full power and authority to vote to accept or reject the Plan. The undersigned also acknowledges that such vote is subject to all the terms and conditions set forth in the Disclosure Statement. Name (Print): ___________________________________________ Signature: ___________________________________________ Title: ___________________________________________ Date Completed: ___________________________________________ PLEASE MAKE SURE YOU HAVE PROVIDED ALL INFORMATION REQUESTED ON THIS BALLOTINSTRUCTIONS FOR COMPLETING THE BALLOT
On _____, 2002, the United States Bankruptcy Court for the District of Maryland (the "Court") approved the Disclosure Statement for the Debtors' First Amended Joint Plan of Reorganization (as may be amended, the "Disclosure Statement") filed by the debtors and debtors in possession (collectively, the "Debtors") in the above captioned cases on March _____, 2002 and directed the Debtors to solicit votes with regard to the approval or rejection of the Debtors' First Amended Joint Plan of Reorganization, dated March _____, 2002 (as may be amended, the "Plan") attached as an exhibit thereto.TO HAVE YOUR VOTE COUNT, YOU MUST COMPLETE, SIGN AND RETURN THIS BALLOT SO THAT IT IS RECEIVED BY BANKRUPTCY SERVICES, LLC (THE "VOTING AGENT") NO LATER THAN 5:00 P.M., EASTERN TIME, ON ________, 2002 (THE "VOTING DEADLINE"). FAXED BALLOTS WILL NOT BE COUNTED. ONLY ORIGINAL BALLOTS WITH ORIGINAL SIGNATURES WILL BE COUNTED. BALLOTS SHOULD BE RETURNED TO THE FOLLOWING ADDRESS:
( if mailed) ( sent by overnight courier) Bankruptcy Services, LLC Bankruptcy Services, LLC Re: Frank's/FNC Re: Frank's/FNC P.O. Box 5014 6th Floor FDR Station 70 East 55th Street New York, N.Y. 10150-5014 New York, New York 10022
It is important that you vote. The Plan can be confirmed by the Court and thereby made binding on you if it is accepted by the holders of at least 2/3 in amount and more than 1/2 in number of claims actually voting in each voting class of claims. The votes of the claims actually voted in your class will bind those who do not vote. In the event that the requisite acceptances are not obtained, the Court may nevertheless confirm the Plan if at least one impaired class of claims or interests has accepted the Plan and the Court finds that the Plan accords fair and equitable treatment to, and does not discriminate unfairly against, the class(es) rejecting it and otherwise satisfies the requirements of Section 1129(b) of title 11 of the United States Code (the "Bankruptcy Code").
Your signature is required in order for your vote to be counted. If the claim is held by a partnership, the ballot should be executed in the name of the partnership by a general partner. If the claim is held by a corporation, the ballot must be executed by an officer. If you are signing in a representative capacity, please indicate your title after your signature.
This ballot has been prepared to reflect the class(es) in which you are eligible to vote. If you have claims or interests in more than these classes, you may receive more than one ballot. IF YOU RECEIVE MORE THAN ONE BALLOT, YOU SHOULD ASSUME THAT EACH BALLOT IS FOR A CLAIM IN A SEPARATE CLASS AND SHOULD COMPLETE AND RETURN ALL OF THEM. If you have any questions, please contact the Voting Agent, Bankruptcy Services, LLC (212) 376-8485.
Ballots are being sent to all holders of allowed impaired Claims entitled to vote on the Plan as of the applicable voting record date. Pursuant to Section 502 of the Bankruptcy Code and Federal Rule of Bankruptcy Procedure 3018, the Court may estimate and temporarily allow a Claim for the purpose of voting on the Plan. The Debtors may seek an order of the Court, temporarily allowing, for voting purposes only, certain disputed claims. If the Debtors avail themselves of this right, allowance for voting purposes does not constitute allowance for purpose of distributions under the Plan.
This ballot is for voting purposes only and does not constitute and shall not be deemed a proof of claim or an admission by the Debtors of the validity of a claim.
If your ballot is damaged or lost or if you did not receive a ballot you may request a replacement by addressing a written request to Bankruptcy Services, LLC, at the address listed above, or by calling (212) 376-8485.
Claimants submitting multiple ballots shall be deemed to have voted in the manner of the first ballot cast.
If a claim is disputed as of the Voting Deadline, the ballot submitted with respect to that claim shall not be counted, except to the extent the Debtor's objection to that claim states otherwise or the Court orders otherwise upon the timely application of the claim holder in accordance with the Court's Order approving the Disclosure Statement, dated March ____, 2002.
EXHIBIT E TO THE DISCLOSURE STATEMENT ORDER NOTIFICATION OF NON-VOTING STATUS For Debtors' First Amended Joint Plan of Reorganization, dated March _____, 2002TO HOLDERS OF: ADMINISTRATIVE CLAIMS — Class 1 DIP LENDERS' CLAIMS — Class 2 OTHER SECURED CLAIMS — Class 4 PRIORITY TAX CLAIMS — Class 5 OTHER PRIORITY CLAIMS — Class 6
On ________, 2002, the United States Bankruptcy Court for the District of Maryland (the "Court") approved the Disclosure Statement for the Debtors' First Amended Joint Plan of Reorganization, dated March ____, 2002 (as may be amended, the "Disclosure Statement"), pursuant to section 1125 of title 11 of the United States Code (the "Bankruptcy Code") for the debtors and debtors in possession (collectively, the "Debtors") in the above-captioned cases and authorized the Debtors to solicit votes with regard to the acceptance or rejection of the Debtors' First Amended Joint Plan of Reorganization, dated as of March _____, 2002 (as may be amended, the "Plan") attached as an exhibit thereto.
UNDER THE PLAN, AND IN ACCORDANCE WITH SECTION 1126(f) OF THE BANKRUPTCY CODE, YOUR CLAIM(S) WILL BE PAID IN FULL OR REINSTATED. AS A RESULT, YOUR CLAIM(S) IS/ARE NOT IMPAIRED AND YOU ARE NOT ENTITLED TO VOTE ON THE PLAN. COPIES OF THE PLAN AND THE DISCLOSURE STATEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE VOTING AGENT, BANKRUPTCY SERVICES, LLC, 70 EAST 55TH STREET, NEW YORK, NEW YORK 10022.
EXHIBIT F — MAILING NOTICE NOTICE OF HEARING TO CONSIDER CONFIRMATION OF THE DEBTORS' FIRST AMENDED JOINT PLAN OF REORGANIZATION AND TIME FOR FILING ACCEPTANCES OR REJECTIONS THEREOFTO: ALL HOLDERS OF CLAIMS AGAINST AND INTERESTS IN THE DEBTORS: PLEASE TAKE NOTICE that the United States Bankruptcy Court for the District of Maryland (Baltimore Division) (the "Court") has entered an order, dated March ____, 2002 (the "Order"), approving the Disclosure Statement for the Debtors' First Amended Joint Plan of Reorganization, dated March _____, 2002 (as the same may be modified, amended or supplemented from time to time, the "Disclosure Statement"), respecting the debtors and debtors in possession (the "Debtors") in the above-captioned cases, as containing, pursuant to section 1125 of title II of the United States Code (the "Bankruptcy Code"), adequate information to enable those creditors of the Debtors entitled to vote to make an informed judgment about the Debtors' First Amended Joint Plan of Reorganization, dated March _____, 2002 (as modified, amended or supplemented from time to time, the "Plan").
PLEASE TAKE FURTHER NOTICE that a hearing (the "Confirmation Hearing") will be held before the Honorable James F. Schneider, United States Bankruptcy Judge, at the United States Bankruptcy Court, 101 West Lombard Street, Suite 8303, Baltimore, Maryland 21201, in Courtroom ____, on _________, 2002 at __:__ __.m., or as soon thereafter as counsel can be heard, to consider confirmation of the Plan. Such hearing may be adjourned from time to time by oral notice at such considered hearing.
PLEASE TAKE FURTHER NOTICE that all responses and objections to the confirmation of the Plan must: (i) be in writing; (ii) state with particularity the grounds for objection; and (iii) be filed with this Court and served in a manner so as to be received on or before __________, 2002 at 12:00 noon (Baltimore time) by: (1) the Office of the United States Trustee for this District, 300 West Pratt Street, Suite 350, Baltimore, Maryland 21201, Attn: Mark Neil, Esquire; (2) Attorneys for the Debtors, Willkie Farr Gallagher, 787 Seventh Avenue, New York, New York 10019, Attn: Alan J. Lipkin, Esquire and Whiteford Taylor Preston, Seven Saint Paul Street, Suite 1400 Baltimore, Maryland 21202, Attn: John F. Carlton, Esquire; and (3) Shapiro Sher and Guinot, Attorneys for the Creditors' Committee, 2000 Charles Center South, 36 South Charles Street, Baltimore, MD 21201, Attn: Joel Sher, Esquire.
PLEASE TAKE FURTHER NOTICE THAT IF ANY OBJECTION TO CONFIRMATION OF THE PLAN IS NOT FILED AND SERVED STRICTLY AS PRESCRIBED HEREIN, THE OBJECTING PARTY MAY BE BARRED FROM OBJECTING TO CONFIRMATION OF THE PLAN AND MAY NOT BE HEARD AT THE CONFIRMATION HEARING.
PLEASE TAKE FURTHER NOTICE that the Plan and Disclosure Statement are on file with the Clerk of the Court (the "Clerk") and may be examined by interested parties at the office of the Clerk at the United States Bankruptcy Court, 101 West Lombard Street, Suite 8303, Baltimore, Maryland 21201 during regular business hours.
PLEASE TAKE FURTHER NOTICE that ________ ___, 2002 at 5:00 p.m. (Baltimore time) is the "record date" for determining the holders of claims against the Debtors that may be entitled to vote to accept or reject the Plan.
PLEASE TAKE FURTHER NOTICE THAT ______ ___, 2002 AT 5:00 P.M. (BALTIMORE TIME) IS FIXED AS THE DEADLINE FOR VOTING AND FOR BALLOTS TO BE RECEIVED FOR ACCEPTING OR REJECTING THE PLAN. BALLOTS SHALL BE FILED BY THE HOLDERS OF CLAIMS AGAINST THE DEBTORS WITH THE DEBTORS' BALLOTING AGENT, BANKRUPTCY SERVICES, LLC, AT THE ADDRESS(ES) LISTED ON THE RELEVANT BALLOT(S).
PLEASE TAKE FURTHER NOTICE THAT _______ ___, 2002 at 5:00 p.m. (Baltimore time) is deadline for any holder of an Allowed Class 7 Claim to elect, in accordance with Section 3.07 of the Plan, and subject to Section 3.07(c) of the Plan, to receive a single lump sum cash payment of 10¢ per dollar of Allowed Claim in lieu of any distribution of New Common Stock and in full satisfaction of any and all distributions to be made under the Plan for such Class 7 Claim.
PLEASE TAKE FURTHER NOTICE THAT if you are a party to an executory contract that is being assumed by the Debtors as set forth in Schedule 6.02 to the Plan and you disagree with the cure amount scheduled therein, then you must file an objection to the cure amount provided with the Bankruptcy Court and serve a copy upon: (i) the Office of the United States Trustee for this District, 300 West Pratt Street, Suite 350, Baltimore, Maryland 21201, Attn: Mark Neil, Esq.; (2) Attorneys for the Debtors, Willkie Fan Gallagher, 787 Seventh Avenue, New York, New York 10019, Attn: Alan J. Lipkin, Esq. and Whiteford Taylor Preston, Seven Saint Paul Street, Suite 1400 Baltimore, Maryland 21202, Attn: John F. Carlton, Esq.; and (3) Shapiro Sher and Guinot, Attorneys for the Creditors' Committee, 2000 Charles Center South, 36 South Charles Street, Baltimore, MD 21201, Attn: Joel Sher, Esquire, so as to be received at least 10 days before the Confirmation Hearing.
PLEASE TAKE FURTHER NOTICE that you are a claimant that wishes to object to the "one dollar, one vote" treatment of its Claim as described in the Disclosure Statement, you must file a motion setting forth with specificity the amount and classification at which the claimant believes its Claim should be allowed for voting purposes and the evidence in support of that belief. Such motion must be: (i) filed with the United States Bankruptcy Court, 75 Clinton Street, Brooklyn, New York 11201, within ten (10) days of the date of this Notice; and (ii) served, so as to be received on or before the date the motion is filed with the Bankruptcy Court, by: (1) the Office of the United States Trustee for this District, 300 West Pratt Street, Suite 350, Baltimore, Maryland 21201, Attn: Mark Neil, Esquire; (2) Attorneys for the Debtors, Willkie Farr Gallagher, 787 Seventh Avenue, New York, New York 10019, Attn: Alan J. Lipkin, Esquire and Whiteford Taylor Preston, Seven Saint Paul Street, Suite 1400 Baltimore, Maryland 21202, Attn: John F. Carlton, Esquire; and (3) Shapiro Sher and Guinot, Attorneys for the Creditors' Committee, 2000 Charles Center South, 36 South Charles Street, Baltimore, MD 21201, Attn: Joel Sher, Esquire.
PLEASE TAKE FURTHER NOTICE that if you believe you are the holder of a claim in an impaired class receiving a distribution under the Plan and entitled to vote to accept or reject the Plan, but did not receive a ballot, please contact Bankruptcy Services LLC, 75 East 55th Street, New York, New York 10022 or telephone (212) 376-8492.
PLEASE TAKE FURTHER NOTICE that the Confirmation Hearing may be adjourned from time to time without further notice to creditors or parties in interest other than by an announcement in the Court of such adjournment on the date scheduled for the Confirmation Hearing.