Opinion
Case No. 02-13533 (AJG), (Jointly Administered)
August 6, 2003
ORDER APPROVING THE SECOND SUPPLEMENT TO DISCLOSURE STATEMENT
A hearing having been held on August 6, 2003 (the "Hearing"), to consider the motion, dated August 4, 2003 (the "Motion"), of WorldCom, Inc. and certain of its direct and indirect subsidiaries, as debtors and debtors in possession (collectively, the "Debtors"), for entry of an order approving the Second Supplement to Debtors' Disclosure Statement Pursuant to Section 1125 of the Bankruptcy Code (the "Second Supplement"), all as more fully set forth in the Motion; and the Court having jurisdiction to consider the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. § 157 and 1334 and the Standing Order of Referral of Cases to Bankruptcy Court Judges of the District Court for the Southern District of New York, dated July 19, 1984 (Ward, Acting C.J.); and venue being proper before this Court pursuant to 28 U.S.C. § 1408 and 1409; and the Debtors having filed with the Court the Second Supplement; and the Court having reviewed and considered the Second Supplement, the Motion, the papers in support thereof and the responses and objections thereto, if any (collectively, "Objections"), and the record of the Hearing; and the Court having found and determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and that the relief requested in the Motion is in the best interests of the Debtors, their estates, and creditors; and upon all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefor;
IT IS HEREBY FOUND THAT:
A. Notice of the Motion and the Hearing was served in accordance with the July 31 Order and the Case Management Order and such notice constitutes good and sufficient notice to all interested parties and no other or further notice need be provided.
Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Motion.
B. The Second Supplement, together with the Disclosure Statement and the First Supplement, contains "adequate information" within the meaning of section 1125 of title 11 of the United States Code (the "Bankruptcy Code").
C. The procedures for transmitting the Second Supplement as required by Rule 3017(d) of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") to the beneficial holders of the Debtors' securities (as more fully set forth in the Motion and below) are adequate and appropriate under the circumstances.
NOW, THEREFORE, IT IS:
ORDERED that the Motion is GRANTED; and it is further
ORDERED that all Objections not otherwise withdrawn or resolved by this Order are hereby OVERRULED in all respects; and it is further
ORDERED that the Second Supplement is APPROVED; and it is further
ORDERED that the Debtors are directed to distribute or cause to be distributed on or before August 11, 2003 a copy of the Second Supplement and this Order to (i) all persons or entities identified in the Debtors' schedules of liabilities filed pursuant to section 521 of the Bankruptcy Code and Bankruptcy Rule 1007, and all amendments and modifications thereto through and including the May 28, 2003 Record Date, as established in the Disclosure Statement Order, (the "Schedules") as holding liquidated, noncontingent, and undisputed claims, in an amount greater than zero, (ii) all parties having filed proofs of claims in an amount greater than zero or notices of transfers of claims in the Debtors' chapter 11 cases, (iii) the registered holders of the Debtors' debt and equity securities as of the May 28, 2003 Record Date, and (d) any other known holders of claims against or equity interests in the Debtors as of the May 28, 2003 Record Date; provided, however, that the Debtors are not required to distribute copies of the Second Supplement to any holder of a claim or interest in Class 1 (Other Priority Claims), Class 3 (Other Secured Claims), Class 7 (WorldCom Subordinated Claims), Class 8 (WorldCom Equity Interests), Class 10 (MCIC Subordinated Debt Claims), Class 14 (Intermedia Preferred Stock), and Class 15 (Intermedia Equity Interests), unless such party makes a specific request in writing for the same; and it is further
ORDERED that the Debtors are directed to distribute or cause to be distributed on or before August 11, 2003 a copy of the Second Supplement and this Order to (i) the United States Trustee for the Southern District of New York, (ii) the attorneys for the statutory unsecured creditors' committee, (iii) attorneys for the Debtors' postpetition lenders, (iv) the Securities and Exchange Commission, (v) the Internal Revenue Service, and (vi) all parties that the Debtors are required to serve pursuant to the Case Management Order; and it is further
ORDERED that the Debtors are not required to distribute the Second Supplement to creditors who have timely filed proofs of claim for amounts less than or equal to the amounts scheduled for such claims by the Debtors if the claims have already been paid in the full scheduled amount; provided, however, if, and to the extent that, any such creditor would be entitled to receive the Second Supplement for any reason other than by virtue of the fact that its claim had been scheduled by the Debtors, such creditor will be sent the Second Supplement; and it is further
ORDERED that the Debtors are not required to distribute the Second Supplement to a party to an executory contract who does not hold either an allowed filed or a scheduled claim or who holds a claim listed on the Schedules as contingent, unliquidated, or disputed, unless such party makes a specific request in writing for the same; and it is further
ORDERED that, with respect to addresses from which Disclosure Statement Hearing Notices, Disclosure Statements, or First Supplements were returned as undeliverable by the United States Postal Service, the Debtors are excused from distributing the Second Supplement to those entities listed at such addresses unless the Debtors were provided with accurate addresses for such entities on or before August 6, 2003 and failure to distribute the Second Supplement to such entities will not constitute inadequate notice of the adjournment of the Confirmation Hearing, the extension of the Voting Deadline, or violation of Bankruptcy Rule 3017(d); and it is further
ORDERED that, with respect to the Second Supplements to be distributed to Class 5 (WorldCom Senior Debt Claims), Class 9 (MCIC Senior Debt Claims), Class 11 (Intermedia Senior Debt Claims), and Class 13 (Intermedia Subordinated Debt Claims), the Debtors shall distribute or cause to be distributed the Second Supplement to record holders of the Debtors' public securities in such classes, including, without limitation, brokers, banks, dealers, or other agents or nominees (collectively, the "Master Agents"), and each Master Agent shall be entitled to receive reasonably sufficient numbers of the Second Supplement to forward to the beneficial owners of those securities for whom such Master Agent is the holder (collectively, the "Beneficial Owners"), and the Debtors shall be responsible for each such Master Agent's reasonable, actual, and necessary out-of-pocket expenses associated with the distribution of the Second Supplement to the Beneficial Owners of such claims; and it is further
ORDERED that each Master Agent is authorized and directed to forward the Second Supplement to the Beneficial Owners within five (5) business days after the Master Agent's receipt thereof; and it is further
ORDERED that, prior to the Voting Deadline of 4:00 p.m. (Eastern Time) on August 26, 2003, any creditor may change its vote, upon consideration of the Second Supplement or otherwise, and submit another ballot or master ballot, provided, however, if a creditor casts more than one ballot or master ballot voting the same claim(s) before the Voting Deadline, the last ballot or master ballot received before the Voting Deadline is deemed to reflect the voter's intent, and thus, to supercede any prior ballots or master ballots; provided further, however, the submission of any such ballot(s) and master ballot(s) must comply with the voting procedures set forth in the Disclosure Statement, the Disclosure Statement Order, the Supplemental Disclosure Statement Order, and this Order in order to be counted; and it is further
ORDERED that the Debtors shall publish the Second Supplement electronically on the independent website authorized by the Case Management Order, www.elawforworldcom.com; and it is further
ORDERED that the Debtors are authorized to take or refrain from taking any action necessary or appropriate to implement the terms of and the relief granted in this Order without seeking further order of the Court; and it is further
ORDERED that the requirement under Rule 9013-1(b) of the Local Bankruptcy Rules for the Southern District of New York for the filing of a memorandum of law is waived.