Opinion
Jointly Administered, Case No. 02-83984-SSM, Chapter 11
September 5, 2002
Upon the motion dated August 11, 2002 (the "Motion"), wherein US Airways Group, Inc. ("Group") and seven of its subsidiaries and affiliates (the "Affiliate Debtors"), debtors and debtors-in-possession in the above-captioned cases (collectively, the "Debtors"), moved this Court for an order, pursuant to 11 U.S.C. § 105(a), 501, 502, and 1111(a) and Rules 2002(a)(7), 3003(c)(3), and 5005(a) of the Federal Rules of Bankruptcy Procedure (a) establishing bar dates for all creditors to file proofs of claim in these chapter 11 cases and (b) approving the form and manner of notice thereof; the Court finds that (i) it has jurisdiction over the matters raised in the Motion pursuant to 28 U.S.C. § 157 and 1334; (ii) this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); (iii) the relief requested in the Motion is in the best interests of the Debtors, their estates and their creditors; (iv) proper and adequate notice of the Motion and the hearing thereon has been given and that no other or further notice is necessary; and (v) upon the record herein after due deliberation thereon good and sufficient cause exists for the granting of the relief as set forth herein,
Unless otherwise defined herein, all capitalized terms shall have the meaning ascribed to them in the Motion.
The Debtors are the following entities: US Airways Group, Inc., US Airways, Inc., Allegheny Airlines, Inc., PSA Airlines, Inc., Piedmont Airlines, Inc., MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc. and Material Services Company, Inc.
IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT:
1. The Motion is GRANTED.
2. Pursuant to Rule 3003(c)(3), and 5005(a) of the Federal Rules of Bankruptcy Procedure, except as set forth herein, all persons and entities (each as defined in sections 101(41) and 101(15), respectively, of the Bankruptcy Code), including, without limitation, individuals, partnerships, corporations, estates, trusts, unions, indenture trustees, the United States Trustee and governmental units (individually a "Creditor," and, collectively, the "Creditors") holding or wishing to assert claims (as such term is defined in section 101(5) of the Bankruptcy Code) against a Debtor (individually a "Claim," and, collectively, the "Claims") are required to file a separate, completed, and executed proof of claim form (either in the form mailed to Creditors or otherwise conforming substantially to Official Bankruptcy Form No. 10), together with accompanying documentation (a "Proof of Claim") on account of any Claims such Creditor holds or wishes to assert against a Debtor so that the Proof of Claim is actually received by Logan Company, Inc. (the "Claims and Noticing Agent") on or before 4:00 p.m., Eastern Time, on November 4, 2002 (the "General Bar Date") (or, in the case of governmental units, by February 7, 2003 (the "Governmental Unit Bar Date" and, together with the General Bar Date, the "Bar Dates") at the following address:
Logan Company, Inc. Attn: US Airways Group, Inc. 546 Valley Road Upper Montclair, N.J. 07043
Facsimile submissions will not be accepted. Proofs of Claim shall be deemed filed only when actually received.
3. Any Proof of Claim must clearly indicate the name of the applicable Debtor against whom the Claim is asserted and the applicable bankruptcy case number for such Debtor, and if a Claim is asserted against more than one of the Debtors, a separate Proof of Claim must be filed in each such Debtor's bankruptcy case.
4. Proofs of Claim are not required, at this time, to be filed by any Creditor asserting a Claim of any of the types set forth below:
(1) Any Creditor (a) that agrees with the nature, classification, and amount of such Claim set forth in the Schedules and (b) whose Claim against a Debtor is not listed as "disputed," "contingent," or "unliquidated" in the Schedules;
(2) Any Creditor that has already properly filed a proof of claim against the correct Debtor;
(3) Any Creditor whose Claim against a Debtor previously has been allowed by, or paid pursuant to, an order of this Court;
(4) Any Creditor asserting a Claim allowable under sections 503(b) and 507(a)(1) of the Bankruptcy Code as an administrative expense of the Debtors' chapter 11 cases;
(5) Any of the Debtors or any direct or indirect subsidiary of any of the Debtors that hold Claims against one or more of the other Debtors;
(6) Any customer of the Debtors with respect to any customer program that the Debtors are authorized to satisfy in the ordinary course of business pursuant to an order of this Court; provided that any customer wishing to assert a claim based in tort (including, without limitation, personal injury claims) must file a proof of claim;
(7) Any present or former employee of one of the Debtors (and, with respect to benefits claims, any spouse or beneficiary thereof) and labor unions representing such employees solely with respect to any Claim based on the payment of wages, salaries and benefits authorized to be paid by order of the Court, including, but not limited to, the first day wage and benefit order approved by the Court on August 12, 2002 (Docket No. 65), unless the Debtors have provided written notice to an employee that it does not intend to exercise authority to pay such Claim, in which case the employee shall have until the later of (i) the General Bar Date or (ii) 30 days from the date of written notice, to file a Proof of Claim;
(8) Any holder of equity securities of the Debtors solely with respect to such holder's ownership interest in or possession of such equity securities, provided, however, that any such holders who wish to assert a Claim against any of the Debtors based on transactions in the Debtors' equity securities, including, but not limited to, Claims for damages or recision based on the purchase or sale of such securities, must file a proof of claim on or prior to the General Bar Date; and
(9) Any holder of debt securities of the Debtors whose claim is limited exclusively to the repayment of principal, interest, and/or other applicable fees and changes (a "Debt Claim") on or under any bond or note issued by the Debtors pursuant to an indenture qualified under the Trust Indenture Act of 1939 (the "Debt Instruments"); provided, however, that (i) the foregoing exclusion shall not apply to the indenture trustee under the applicable indenture, (ii) each such indenture trustee shall be required to file one proof of claim on account of all of the Debt Claims on or under the applicable Debt Instruments on or before the General Bar Date, and (iii) any holder of a Debt Claim wishing to assert a claim, other than a Debt Claim, arising out of or relating to a Debt Instrument, including, but not limited to, Claims for damages or recision based on the purchase or sale of such securities, must file a proof of claim on or before the General Bar Date.
5. The Debtors shall retain the right to: (a) dispute, or assert offsets or defenses against, any filed Claim or any Claim listed or reflected in the Schedules as to nature, amount, liability, classification, or otherwise; or (b) subsequently designate any Claim as disputed, contingent, or unliquidated; provided however, that if the Debtors amend the Schedules to reduce the undisputed, noncontingent, and liquidated amounts or to change the nature or classification of a Claim against a Debtor reflected therein, then the affected claimant shall have until the Amended Schedule Bar Date to file a proof of claim or to amend any previously filed proof of claim in respect of such amended scheduled Claim. The "Amended Schedule Bar Date" shall be the later of the General Bar Date or 30 days after a claimant is served with notice that the Debtors have amended their schedules of assets and liabilities to reduce the amount of, delete, or change the status of a scheduled claim of such claimant. Notwithstanding the foregoing, nothing set forth herein will preclude the Debtors from objecting to any Claim, whether scheduled or filed, on any grounds.
6. Notwithstanding anything in this Order to the contrary, the holder of any Claim arising from the rejection of an executory contract or unexpired lease shall be required to file a Proof of Claim on account of such Claim against the Debtors on or before the later of (a) the General Bar Date or (b) thirty (30) days after the effective date of such rejection as ordered by the Court.
7. Any Creditor that is required to file a proof of claim in these chapter 11 cases but that fails to do so in a timely manner shall be forever barred, estopped, and enjoined from: (a) asserting any Claim against the Debtors that such Creditor has that (i) is in an amount that exceeds the amount, if any, that is set forth in the Schedules or (ii) is of a different nature or in a different classification (any such Claim referred to as an "Unscheduled Claim") and (b) voting upon, or receiving distributions under, any plan or plans of reorganization in these chapter 11 cases in respect of an Unscheduled Claim; and the Debtors and their property shall be forever discharged from any and all indebtedness or liability with respect to such Unscheduled Claim.
8. The form of notice of bar date for filing proof of claim (the "Bar Date Notice"), attached hereto as Exhibit 1, is approved. The Bar Date Notice shall be mailed by the Claims and Noticing Agent by first class U.S. mail, postage prepaid as soon as practicable after the Debtors' schedules of assets and liabilities ("Schedules") are filed, but in no event later than October 5, 2002, to all known Creditors holding potential prepetition Claims.
9. The form of initial notice of the commencement of these cases and the meeting of creditors pursuant to section 341 of the Bankruptcy Code attached hereto as Exhibit 2 (the "Initial Notice") is approved. Such Initial Notice shall be mailed by the Claims and Noticing Agent by first class U.S. mail, postage prepaid as soon as practicable after the Debtors' Schedules are filed, but in no event later than October 5, 2002, to all known Creditors holding potential prepetition Claims.
10. The Debtors are directed to give notice of the Bar Date by publication of the Bar Date Notice in the The New York Times (national edition), The Wall Street Journal (national and European editions) and USA Today (worldwide). Additionally, the Debtors are hereby authorized (but not required) to publish notice of the Bar Date Notice at such times and in such trade or other local publications of general circulation as the Debtors shall determine. Such notices shall be published on or about October 5, 2002, or as soon thereafter as practicable. The Debtors are further authorized in their sole discretion to enter into transactions to translate the Bar Date Notice into such foreign languages as they deem appropriate to assist in the dissemination of the Bar Date Notice to better inform foreign creditors of the Bar Dates.
11. Provision of notice of the Bar Dates as set forth in this Order, in the manner set forth herein, shall constitute adequate and sufficient notice of each of the Bar Dates and shall be deemed to satisfy the requirements of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the Local Rules of this Court.
12. All Creditors that desire to rely on the Schedules with respect to filing a Proof of Claim in the Debtors' Chapter 11 cases shall have the responsibility for determining that their Claims are accurately listed therein.