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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) October 30, 2002
AMFAC HAWAII, LLC
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(Exact Name of Registrant as Specified in its Charter)
Hawaii
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(State or Other Jurisdiction of Incorporation)
033-24180 36-3109397
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(Commission File (I.R.S. Employer
Number) Identification No.)
900 N. Michigan Avenue
Chicago, Illinois 60611
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(Address of Principal Executive Offices) (Zip Code)
(312) 440-4800
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 3.BANKRUPTCY OR RECEIVERSHIP.
As previously reported, on February 27, 2002, Amfac Hawaii, LLC (the
"Company") and certain of its subsidiaries and affiliates (collectively,
the "Debtors") filed voluntary petitions for reorganization under
Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for
the Northern District of Illinois, Eastern Division (the "Bankruptcy
Court"). The subsidiaries of the Company which filed voluntary petitions
for reorganization are Amfac Holdings Corp., Amfac Land Company, Limited,
Kaanapali Estate Coffee, Inc., Kaanapali Development Corp., KDCW, Inc.,
Pioneer Mill Company, Limited, The Lihue Plantation Company, Limited, and
Waikele Golf Club, Inc. The cases are being jointly administered as case
no. 02-07637 and have been assigned to the Honorable Bruce W. Black.
The Bankruptcy Court approved the Second Amended Disclosure Statement
With Respect to Joint Plan of Reorganization of Amfac Hawaii, LLC, Certain
of its Subsidiaries and FHT Corporation Under Chapter 11 of the Bankruptcy
Code (the "Disclosure Statement") on June 6, 2002. On July 29, 2002, the
Bankruptcy Court confirmed the Second Amended Joint Plan of Reorganization
of Amfac Hawaii, LLC, Certain of its Subsidiaries and FHT Corporation Under
Chapter 11 of the Bankruptcy Code (the "Confirmed Plan") pursuant to an
Order Confirming Second Amended Joint Plan of Reorganization Dated June 11,
2002 (the "Order"). On October 30, 2002, the Bankruptcy Court authorized
certain modifications to the Confirmed Plan (as amended, the "Plan")
pursuant to an Order Authorizing Nonmaterial Modifications to Second
Amended Joint Plan of Reorganization of Amfac Hawaii, LLC, Certain of its
Subsidiaries and FHT Corporation Under Chapter 11 of the Bankruptcy Code
and Approving Certain Procedures in Connection with the Tabulation of
Elections Pursuant to the Plan (the "Modification Order"). The Order, the
Confirmed Plan and the Disclosure Statement were previously filed as
Exhibits to the Company's Form 8-K dated July 29, 2002, and are
incorporated herein by reference. A copy of the Modification Order,
including the Plan which is an exhibit thereto, is attached hereto as
Exhibit 2.1 and is incorporated herein by reference.
The conditions precedent to the effectiveness of the Plan have been
satisfied. As such, the Plan is scheduled to become effective on
November 12, 2002 (the "Effective Date"). Capitalized terms used but not
defined herein shall have the meaning ascribed to such terms in the Plan or
the Disclosure Statement, as the case may be.
Pursuant to the terms and conditions of the Plan and except as
otherwise provided in the Plan or the Order, as of the Effective Date, the
Debtors will continue to exist as separate legal entities. As of the
Effective Date of the Plan, except as otherwise provided in the Order, the
Plan, the Modification Order or as otherwise required under the Bankruptcy
Code, (i) the Debtors will be discharged from all claims and liabilities
existing through the Effective Date and (ii) all persons and entities will
be precluded from asserting any claims against the Debtors or the assets of
the Debtors for any acts, omissions, liabilities, transactions or
activities that occurred before the Effective Date. Post-petition
obligations are included as administrative claims and, except as may
otherwise be agreed, will be paid in full.
In addition, the Debtors will be discharged from their obligations
under contracts and leases that are not assumed (or deemed assumed) by the
Debtors, in accordance with the provisions of the Plan and the requirements
of the Bankruptcy Code. Furthermore, any Person with a discharged claim
that becomes an Allowed Claim under the Plan will be entitled to
distributions of cash and/or shares of Kaanapali Land, LLC in accordance
with the provisions of the Plan.
The Plan requires and/or permits the Debtors to complete various
steps after the Effective Date to fully implement the Plan. Pursuant to
Rule 12h-3 of the Securities Exchange Act of 1934 (the "Exchange Act"), the
Company intends to file a Form 15 with the Securities and Exchange
Commission on November 12, 2002, terminating the Company's reporting
obligations under the Exchange Act.
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ITEM 7. EXHIBITS.
(C) EXHIBITS.
EXHIBIT NO. DESCRIPTION
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2.1 Order Authorizing Nonmaterial Modifications to
Second Amended Joint Plan of Reorganization of
Amfac Hawaii, LLC, Certain of its Subsidiaries and
FHT Corporation Under Chapter 11 of the Bankruptcy
Code and Approving Certain Procedures in Connection
with the Tabulation of Elections Pursuant to the
Plan, dated October 30, 2002
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: November 8, 2002
AMFAC HAWAII, LLC
By: /s/ Gary Nickele
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Name: Gary Nickele
Title: President
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