IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
IN RE: S Chapter 11
S
FRUEHAUF TRAILER S CASE NO. 96-1563 (PJW)
CORPORATION, S
MARYLAND SHIPBUILDING & S
DRYDOCK COMPANY, F.G.R., INC., S
JACKSONVILLE SHIPYARDS, INC., S
FRUEHAUF INTERNATIONAL, S Jointly Administered
LIMITED, FRUEHAUF CORPORATION, S
THE MERCER CO., DEUTSCHE- S
FRUEHAUF HOLDING S
CORPORATION, MJ HOLDINGS, INC., S
and E. L. DEVICES, INC., S
S
Debtors. S
FIRST MODIFICATIONS TO DEBTORS' AMENDED
JOINT PLAN OF REORGANIZATION DATED JULY 28, 1998
Fruehauf Trailer Corporation, Maryland Shipbuilding & Drydock
Company, F.G.R., Inc., Jacksonville Shipyards, Inc., Fruehauf
International Limited, Fruehauf Corporation, The Mercer Co.,
Deutsche-Fruehauf Holding Corporation, MJ Holdings, Inc., and
E.L. Devices, Inc. (collectively, the "Debtors"), modify the
Debtors' Amended Joint Plan of Reorganization Dated July 28,
1998 (the "Plan") as follows:
1. The definition of Class A Beneficial Interests set forth in
paragraph 1.16 of the Plan shall be modified so that the
following sentence is added to the definition: The holders of
Class A Beneficial Interests shall be reflected in the books and
records of the Liquidating Trust in the manner of an
uncertificated security.
2. Paragraph 1.68 of the Plan shall be modified to eliminate the
definition of Trust Certificates.
3. Article 6.7(i) of the Plan shall be modified to eliminate the
reference to Trust Certificates and shall read as follows:
Distribution of Class A Beneficial Interests. Each holder of an
Allowed Class 2 or Allowed Class 4 Claim shall be notified by
the Liquidating Trustee or the Indenture Trustee in writing of
the amount or extent of the holder's interest in Class A
Beneficial Interests in the Liquidating Trust.
4. Article 6.10 of the Plan shall be modified to eliminate the
reference to Trust Certificates so that Section (c) of the
Article shall read as follows: The issuance and transfer
pursuant to the Plan of the beneficial interests in the
Liquidating Trust and any resale of such property shall be
exempt from any and all federal, state and local laws requiring
the registration of such security, to the fullest extent
provided by section 1145 of the Bankruptcy Code.
5. Article 7.5(a) of the Plan shall be modified to provide as
follows:
Distributions to Holders of Allowed Class 2 Claims. The Debtors
shall deliver all of the Wabash Certificates and the Requisite
Percentage of Class A Beneficial Interests to the Indenture
Trustee. The Indenture Trustee shall make the Pro Rata
distribution required by Section 4.2 of the Plan to the holders
of Senior Notes. The Indenture Trustee shall inform each holder
of Senior Notes of its share of the Class A Beneficial Interests
in the Liquidating Trust. The Liquidating Trust shall pay all
reasonable fees and expenses of the Indenture Trustee in acting
as distribution agent as and when such fees and expenses become
due without further order of the Bankruptcy Court.
6. Article 7.5(c) of the Plan shall be modified to substitute
the words "Class A Beneficial Interests" for each reference to
Trust Certificates in such section.
7. Article 7.8 of the Plan shall be modified to eliminate the
references to Trust Certificates. The section, as modified,
shall read as follows:
Distributions on Account of Unsecured Class 4 Claims. If
Class 4 accepts the Plan, 5.5% of the Class A Beneficial
Interests in the Liquidating Trust shall be apportioned, Pro
Rata, to the holders of Allowed Claims in Class 4. The
Liquidating Trust shall not be required to make allocations of
Class A Beneficial Interests in the Liquidating Trust
distributable to Class 4 until the Liquidating Trust has
resolved its objections to Disputed Claims in Class 4, a process
which shall be completed no later than the first anniversary of
the Effective Date. Any distributions of Cash to which the
holders of Class A Beneficial Interests in Class 4 become
entitled during this Claims resolution period shall be
distributed to the holders of Allowed Claims in Class 4, Pro
Rata, with any accrued interest thereon at the time that the
Class A Beneficial Interests for Class 4 are allocated;
provided, however, that such distribution shall be reduced by
any taxes paid by the Liquidating Trust on account of interest
or other income earned thereon.
8. Article 7.12 of the Plan shall be modified to add the
following language: All creditors' rights to setoffs under
section 553 of the Bankruptcy Code, with respect to Claims
asserted by the Debtors or on behalf of the Liquidating Trust,
shall be preserved and are not impaired by the Plan, provided
that a set off may not be exercised without permission from this
Court.
9. Article 7.13 of the Plan shall be modified to eliminate the
reference to Trust Certificates rather than Class A Beneficial
Interests and, as modified, shall read as follows:
Fractional Interests. The calculation of the percentage
distribution of Wabash Securities or Class A Beneficial
Interests to be made to holders of certain Allowed Claims as
provided elsewhere in this Plan may mathematically entitle the
holder of such an Allowed Claim to a fractional interest in such
stock or Class A Beneficial Interests. The number of shares of
Wabash Securities or Class A Beneficial Interests to be received
by a holder of an Allowed Claim shall be rounded to the next
lower whole number of shares or Interests. The total number of
shares of Wabash Securities or securities representing Class A
Beneficial Interests to be distributed to a Class of Claims
shall be adjusted as necessary to account for the rounding
provided for in this section. Any fractional shares of Wabash
Securities that are rounded down and not issued to the holders
of Senior Notes shall be contributed to the Liquidating Trust.
10. A new Article numbered 9.8 shall be added which shall
provide as follows:
To the extent any Claim is payable, in whole or in part,
pursuant to an insurance policy or policies, issued by an
insurance company on behalf of a Debtor, or any predecessor to a
Debtor, holders of such Claim shall be entitled to maintain
actions after the Effective Date against the applicable Debtor
and/or insurance company if such actions can otherwise be
maintained under applicable law; provided, however, that any
award or settlement, if any, granted in any such action shall be
recoverable only from the proceeds of any applicable insurance
policy and shall be net of any deductible, self insured
retention or similar contractual undertaking. Neither
confirmation of the Plan nor the dissolution of the Debtors
pursuant to the Plan shall alter an allegedly injured parties'
right to coverage under any insurance policy or any rights of
any insurer under any applicable law; nor shall confirmation of
the Plan or the dissolution of the Debtors pursuant to the Plan
limit or otherwise prejudice the ability of any Debtor or
insurance company to raise any defenses that the Debtor has
against any Claimant or any other insurance company. The
Liquidating Trustee shall provide cooperation to the extent
reasonably practicable given the Liquidating Trustee's staff, to
any Claimant seeking information regarding the existence and
terms of any such insurance policy.
MORRIS, NICHOLS, ARSHT & TUNNELL
/s/William H. Suddell Jr.
-------------------------
William H. Sudell, Jr. (No.
Robert J. Dehney (No. 3578)
Derek C. Abbott (No. 3376)
1201 N. Market Street
P.O. Box 1347
Wilmington, DE 19899
(302) 658-9200
and
CAMHY KARLINSKY & STEIN LLP
David Neier (DN 5391)
1740 Broadway, 16th Floor
New York, New York 10019-4315
Attorneys for Debtors
CERTIFICATE OF SERVICE
The undersigned certifies that a true and correct copy of
the foregoing was served on all parties on the attached list in
accordance with the Rules of Bankruptcy Procedure on this ___
day of September, 1998.
__________________________