Exhibit 99.2
HEARING DATE: JANUARY 9, 2002
TIME: 2:00 P.M.
GREENBERG TRAURIG, LLP
Attorneys for Debtors-in-Possession
200 Park Avenue
New York, New York 10166
(212) 801-9200
Richard S. Miller (RM-2428)
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
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:
In re: Chapter 11
:
JACOM COMPUTER SERVICES, INC., Lead Case No.
UNICAPITAL CORPORATION, et al., : 00-42719 (CB)
Debtors. : Case Nos. 00-42719 (CB)
through 00-42837 (CB) and
: No. 01-11617 (CB)
: (Jointly Administered)
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NOTICE OF (A) APPROVAL OF DISCLOSURE STATEMENT; (B)
HEARING ON CONFIRMATION OF PLAN OF REORGANIZATION;
(C) DEADLINE FOR FILING OBJECTIONS TO CONFIRMATION OF
THE PLAN; (D) DEADLINE AND PROCEDURES FOR TEMPORARY
ALLOWANCE OF CLAIMS AND
(E) VOTING DEADLINE FOR RECEIPT OF BALLOTS
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TO ALL CREDITORS AND OTHER PARTIES IN INTEREST:
PLEASE TAKE NOTICE that, upon the motion dated November 29, 2001
(the "Approval Motion") of UniCapital Corporation ("UniCapital") and the
above-captioned debtors, debtors and debtors in possession (collectively, the
"Debtors"), and after a hearing held on December 12, 2001 (the "Disclosure
Statement Hearing"), the court entered an order dated December 12, 2001 ("the
Disclosure Statement Order"), providing for the following:
Approval of Disclosure Statement
1. Pursuant to the Disclosure Statement Order, the Debtors'
Disclosure Statement dated December 12, 2001 (the "Disclosure Statement"), for
the Second Amended and Restated Plan of Reorganization of UniCapital Corporation
and the Debtor Subsidiaries under Chapter 11 of the Bankruptcy Code dated
December 12, 2001, as such Plan may be further amended (the "Plan"), was
approved in all respects as containing adequate information in accordance with
section 1125 of the Bankruptcy Code.
2. The Disclosure Statement Order also approved the forms of ballot,
balloting instructions and solicitation procedures, and established voting
deadlines and procedures for the tabulation of votes.
Confirmation Hearing Date
3. The hearing to consider confirmation of the Plan (the
"Confirmation Hearing"), shall commence on January 9, 2002 at 2:00 p.m., or as
soon thereafter as counsel can be heard, before the Honorable Cornelius
Blackshear, United States Bankruptcy Judge, at the United States Bankruptcy
Court, The Alexander Hamilton Customs House, One Bowling Green, New York, New
York 10004-1408. The Confirmation Hearing may be continued from time to time by
announcing such continuance in open court without further notice to parties in
interest, and the Plan may be modified pursuant to Bankruptcy Code ss. 1127
prior to, during or as a result of the Confirmation Hearing, without further
notice to parties in interest; provided, however, that such modification does
not materially and adversely affect any class of claims in the Plan.
Deadline and Procedures for Filing Objections to Confirmation
4. Pursuant to Bankruptcy Rule 3020(b)(l), January 4, 2002, at 12:00
noon (Eastern Time) (the "Objection Deadline"), is fixed as the last date for
filing and serving objections to confirmation of the Plan. January 4, 2002 at
12:00 noon is also fixed as the deadline for completing all discovery
("Discovery Cut-Off Deadline") with respect to objections to confirmation of the
Plan.
5. In order to be considered, objections to confirmation of the Plan
must (i) be in writing; (ii) state with particularity the grounds therefor and
all evidence that will be presented in support thereof, and (iii) be filed
electronically in accordance with General Order M-182 (which can be found at
www.nysb.uscourts.gov) by registered users of the Bankruptcy Court's case filing
system and, by all other parties in interest, on a 3.5 inch disk, preferably in
f(thePortable Document Format (PDF), WordPerfect, or any other Windows-based
word processing format (with a hard copy delivered directly to Chambers of the
Honorable Cornelius Blackshear) and served (a) by email and conventional means
upon (i) Greenberg Traurig, LLP, 200 Park Avenue, New York, New York 10166
(Attn: Richard S. Miller, Esq. and Howard J. Berman, Esq.), counsel for the
Debtors, email: MillerRS@gtlaw.com and --- BermanH@gtlaw.com, (ii) Clifford
Chance Rogers & Wells, LLP, 200 Park Avenue, New York, New York 10166 (Attn:
Margot Schonholtz, Esq. and Stephen Quine, Esq.), counsel for Bank of America,
N.A., as Agent for the Lenders, email: margot.schonholtz@cliffordchance.com and
stephen.quine@cliffordchance.com, --- and (iii) Togut, Segal & Segal LLP, One
Penn Plaza, Suite 3335, New York, New York 10119 (Attn: Albert Togut, Esq. and
Neil Berger, Esq.), counsel for the Official Committee of Unsecured Creditors,
email: altogut@teamtogut.com and --- neilberger@teamtogut.com, and (b) upon the
Office of the United States Trustee, 33 Whitehall Street, 21st Floor, New York,
New York 10004 (Attn: Paul K. Schwartzberg, Esq.) (the persons
referred to in (a)-(b) above are collectively referred to as the "Noticed
Parties"), so that all such objections are actually filed with the Court and
received by the Noticed Parties on or before 12:00 noon (Eastern Time), on
January 4, 2002. Objections that do not contain the information described above
and that are not filed and served by the Objection Deadline and in the manner
set forth above may not be considered and may be overruled. The Debtors shall
have discretion to extend the Objection Deadline and Discovery Cut-Off Deadline.
Deadline and Procedures for Temporary
Allowance of Claims for Voting Purposes
6. Any holder of an objected to, contingent, unliquidated, or
disputed claim must file by December 28, 2001 a motion for temporary allowance
of such holder's claim for voting purposes with a hearing on such motion to be
held on January 7, 2002, at 2:00 p.m. (Eastern Time). If such holder does not
timely file a motion for temporary allowance of such holder's claim, such holder
will not be entitled to vote.
Injunction Provisions
7. THE PLAN CONTAINS AN INJUNCTION AGAINST ALL PERSONS AND ENTITIES
THAT HOLD A DEBT, CLAIM, LIEN OR INTEREST (AS SUCH TERMS ARE DEFINED IN THE
PLAN) THAT IS DISCHARGED UNDER THE PLAN OR AN INTEREST OR OTHER RIGHT OF AN
EQUITY SECURITY HOLDER THAT IS TERMINATED PURSUANT TO THE TERMS OF THE PLAN
FROM, AMONG OTHER THINGS, (1) COMMENCING OR CONTINUING IN ANY MANNER ANY ACTION
OR OTHER PROCEEDING AGAINST THE DEBTORS, UNICAPITAL, THE REORGANIZED DEBTORS,
ASSET LLC, LITIGATION LLC, NEWCO, THE ADMINISTRATIVE CLAIMS RESERVE, THE
PRIORITY CLAIMS RESERVE OR THE DISPUTED CLAIMS RESERVES OR THEIR RESPECTIVE
ASSETS OR OTHER PROPERTY (COLLECTIVELY, THE "PROTECTED PARTIES AND ASSETS"), (2)
ENFORCING, ATTACHING, COLLECTING OR RECOVERING IN ANY MANNER ANY JUDGMENT, AWARD
OR DECREE OR ORDER AGAINST THE PROTECTED PARTIES AND ASSETS, (3) CREATING,
PERFECTING OR ENFORCING ANY LIEN OR
ENCUMBRANCE AGAINST THE PROTECTED PARTIES AND ASSETS, (4) ASSERTING A SETOFF,
RIGHT OF SUBROGATION OR RECRUITMENT OF ANY KIND AGAINST ANY OBLIGATION DUE TO
THE PROTECTED PARTIES AND ASSETS, AND (5) COMMENCING OR CONTINUING ANY ACTION
THAT DOES NOT COMPLY WITH OR IS INCONSISTENT WITH THE PLAN. IN ADDITION, ALL
PERSONS OTHER THAN LITIGATION LLC WILL BE PERMANENTLY ENJOINED FROM COMMENCING
OR CONTINUING ANY ACTION OR PROCEEDING WITH RESPECT TO ANY CLAIM, DEBT, RIGHT OR
CAUSE OF ACTION (AS SUCH TERM IS DEFINED IN THE PLAN) THAT LITIGATION LLC
RETAINS SOLE AND EXCLUSIVE AUTHORITY TO PURSUE AND ALL PERSONS OTHER THAN
LITIGATION LLC ARE PERMANENTLY ENJOINED FROM COMMENCING OR CONTINUING ANY ACTION
OR PROCEEDING ON ACCOUNT OF OR RESPECTING ANY CAUSES OF ACTION (OTHER THAN LEASE
COLLECTION ACTIONS AND SELLER TAX INDEMNITIES). THE PLAN ALSO PROVIDES THAT THE
CONFIRMATION ORDER WILL PERMANENTLY ENJOIN THE COMMENCEMENT OF PROSECUTION BY
ANY PERSON OR ENTITY OF ANY CLAIMS OR LIABILITIES RELEASED PURSUANT TO THE PLAN.
Treatment of Disputed, Contingent or Unliquidated Claims
8. Pursuant to Bankruptcy Code ss. 105 and Bankruptcy Rule
3003(c)(2), any holder of a claim (a) that is listed in the Debtors' schedules
of assets and liabilities as amended as disputed, contingent or unliquidated,
(b) as to which an objection has been filed either before or after the Voting
Record Date, or (c) that is not the subject of a timely filed proof of claim,
shall not be treated as a creditor with respect to such claim for purposes of
receiving notices, receiving distributions under the Plan or voting on the Plan,
regardless of whether the holder of such a claim has received a ballot to vote
on the Plan. Any ballots received from the holders of such claims shall not be
counted for purposes of Plan confirmation.
Establishment of Voting Record Date
9. December 10, 2001 at 5:00 p.m. (Eastern Time) (the "Voting Record
Date"), shall be the date by which the claims register and database maintained
by Donlin, Recano & Company, Inc. ("Donlin Recano"), the Debtors' claim agent,
shall be deemed closed as of the Voting Record Date for the purposes of
determining whether a holder of a Claim (as defined in the Plan) is a record
holder entitled to vote on the Plan and whether a Person is entitled to receive
the Solicitation Package pursuant to the Disclosure Statement Order. The Debtors
and Donlin Recano shall have no obligation to recognize for purposes of voting
on the Plan any Claim or notice of transfer of Claim that is not recorded on the
claims register and database maintained by Donlin Recano as of the Voting Record
Date. The Debtors and Donlin Recano shall be entitled to recognize for voting
purposes only those record holders set forth in the claims register and database
maintained by Donlin Recano as of the Voting Record Date.
Voting Deadline for Receipt of Ballots
10. Pursuant to Bankruptcy Rule 3017(c), to be counted, ballots for
accepting or rejecting the Plan must be received by the Debtors' Balloting
Agent, Donlin Recano, no later than 12:00 noon (Eastern Time) on January 4, 2002
(the "Voting Deadline") at the following address:
UniCapital Corporation, et al.
c/o Donlin, Recano & Company, Inc.
P.O. Box 2034
Murray Hill Station
New York, New York 10156
Or, if being sent by hand or overnight courier, to the following
address:
UniCapital Corporation, et al.
c/o Donlin, Recano & Company, Inc.
419 Park Avenue South, Suite 1206
New York, New York 10016
11. Ballots that are not received by the Voting Deadline will
not be counted.
Dated: New York, New York
December 12, 2001
BY ORDER OF THE BANKRUPTCY COURT
/s/ Cornelius Blackshear
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United States Bankruptcy Judge
GREENBERG TRAURIG, LLP TOGUT, SEGAL & SEGAL LLP
Attorneys for Debtors-in-Possession Counsel for the Official Committee
200 Park Avenue of Unsecured Creditors
New York, New York 10166 One Penn Plaza, Suite 3335
(212) 801-9200 New York, New York 10119
Attn: Richard S. Miller, Esq. (212) 594-5000
Howard J. Berman, Esq. Attn: Albert Togut, Esq.
Robert Honeywell, Esq. Neil Berger, Esq.