GREENBERG TRAURIG, LLP
Attorneys for Debtors
200 Park Avenue
New York, New York 10166
(212) 801-9200
Richard S. Miller
Howard J. Berman
David Neier
Robert Honeywell
UNITED STATES BANKRUPTCY court
SOUTHERN DISTRICT of new york
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:
In re: Chapter 11
:
JACOM COMPUTER SERVICES, INC., Lead Case No. 00-42719 (CB)
UNICAPITAL CORPORATION, ET AL., :
Debtors. :Case Nos. 00-42719 (CB)
through 00-42837 (CB) and
:No. 01-11617 (CB)
:(Jointly Administered)
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NOTICE OF ENTRY OF (1) ORDER CONFIRMING SECOND AMENDED
AND RESTATED PLAN OF REORGANIZATION, AS MODIFIED, OF UNICAPITAL
CORPORATION AND DEBTOR SUBSIDIARIES UNDER
CHAPTER 11 OF THE BANKRUPTCY CODE, (2) LAST DATE TO
FILE ADMINISTRATIVE CLAIMS AND CLAIMS ARISING FROM
THE REJECTION OF EXECUTORY CONTRACTS, AND (3) LAST
DATE FOR CLASS 3 CREDITORS TO FILE PROPOSED COLLATERAL VALUES
Please take notice that on January 9, 2002, the United States Bankruptcy
Court for the Southern District of New York (the "Bankruptcy Court") issued an
order (the "Confirmation Order") confirming the Second Amended and Restated Plan
of Reorganization, as Modified, of UniCapital Corporation and Debtor
Subsidiaries under Chapter 11 of the Bankruptcy Code (the "Plan"). Capitalized
terms not otherwise defined herein shall have the meanings ascribed to such
terms in the Plan.
PLEASE TAKE FURTHER NOTICE that copies of the Confirmation Order, the Plan
and all pleadings and orders of the Bankruptcy Court may be examined and
inspected by interested parties at the Bankruptcy Court, the Alexander Hamilton
Custom House, One Bowling Green, New York New York 10004, during regular
business hours. The docket and other case and court information are also
available at the Bankruptcy Court's general website address at
HTTP://WWW.NYSB.USCOURTS.GOV.
PLEASE TAKE FURTHER NOTICE of the following provisions contained in the
Confirmation Order:
1. ADMINISTRATIVE CLAIMS BAR DATE. Holders of Administrative Claims
(EXCLUDING Administrative Claims of Professionals for Professional Fees and
obligations incurred from and after July 31, 2001 for goods or services rendered
to a Debtor in the ordinary course of its business) shall be required to File
with the Bankruptcy Court and serve upon counsel to the Debtors a request for
payment of such Administrative Claim so that it is received no later than
February 15, 2002 (the "Administrative Claims Bar Date"). PERSONS WHO DO NOT
TIMELY SERVE AND FILE WITH THE BANKRUPTCY COURT SUCH REQUEST BY THE
ADMINISTRATIVE CLAIMS BAR DATE SHALL BE FOREVER BARRED FROM ASSERTING SUCH
CLAIMS AGAINST THE DEBTORS, UNICAPITAL, THE REORGANIZED DEBTORS, ASSET LLC,
LITIGATION LLC, NEWCO, THE ADMINISTRATIVE CLAIMS RESERVE, THE PRIORITY CLAIMS
RESERVE, THE DISPUTED CLAIMS RESERVES, OR THEIR RESPECTIVE PROPERTY.
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2. APPLICATIONS FOR PROFESSIONAL FEES. Unless otherwise ordered by the
Bankruptcy Court, and as set forth in Section 13.03(b) of the Plan, all
Professionals or other entities requesting compensation or reimbursement of
expenses pursuant to sections 327, 328, 330, 331, 503(b) and 1103 of the
Bankruptcy Code for services rendered before the Confirmation Date shall File
(with a courtesy copy to Judge Blackshear's Chambers) an application for final
allowance of compensation and reimbursement of expenses no later than 45 days
after the Effective Date and serve such application upon: (a) Greenberg Traurig
LLP, 200 Park Avenue, New York, New York 10166 (Attn: Richard S. Miller, Esq.
and Robert Honeywell, Esq.), counsel for the Debtors, (212) 801-9200; (b) 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, (212) 594-5000; (c) 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., individually and as
Agent for the Lenders, (212) 878-8000; and (d) the Office of the United States
Trustee, 33 Whitehall Street, 21st Floor, New York, New York 10004 (Attn: Paul
K. Schwartzberg, Esq.). Objections to final applications of Professionals or
other entities for compensation or reimbursement of expenses must be Filed with
the Bankruptcy Court no later than 75 days after the Effective Date except as
otherwise ordered by the Court.
3. ASSUMPTION OF CONTRACTS. As of the Effective Date, all executory
contracts and unexpired leases of each Debtor shall be deemed rejected by such
Debtor pursuant to section 365 of the Bankruptcy Code except that the following
agreements shall be deemed assumed or assumed and assigned as the case may be
(collectively, the "Assumed Executory Contracts"): (a) the P&C Agreement; (b)
the Servicing Agreements; (c) any of the Equipment Leases which are executory
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contracts; (d) any officer employment agreement approved by the Agent under
Section 6.02(b) of the Plan; (e) any executory contract or unexpired lease that
has been or is the subject of a motion, stipulation or agreed order to assume or
assume and assign Filed with the Bankruptcy Court pursuant to section 365 of the
Bankruptcy Code by any of the Debtors before the Effective Date, or that is
otherwise subject to a Final Order of the Court regarding assumption or
rejection by the Debtors; (f) any executory contract or unexpired lease listed
in the "Schedule of Assumed and Assigned Executory Contracts and Unexpired
Leases" in the Supplemental Appendix to be Filed by the Debtors; (g) any
executory contract or unexpired lease expressly assumed or expressly assumed and
assigned pursuant to the provisions of the Plan, including any included in the
Assets transferred pursuant to the transactions described in Article VI of the
Plan; and (h) any agreement, obligation, security interest, transaction or
similar undertaking that the relevant Debtor believes is not executory or is not
a lease, and which is later determined by the Court to be an executory contract
or unexpired lease that is subject to assumption or rejection under section 365
of the Bankruptcy Code, but with respect to subsection (h) of this paragraph
solely to the extent that Asset LLC shall elect at such later date to assume
such contract or lease, in its sole discretion. The Assumed Executory Contracts
listed in subsections (a) through (g) of this paragraph shall be deemed assumed
by the respective Debtors holding such Assumed Executory Contract as of the
Effective Date without further action on the part of such Debtors, the
Bankruptcy Court, or any other Person and without the necessity of providing
notice of such assumption to the other parties to such Assumed Executory
Contracts. Any Assumed Executory Contract described in subsection (h) of this
paragraph shall be deemed assumed by the applicable Reorganized Debtor as of the
date Asset LLC shall elect to assume such Assumed Executory Contract.
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4. CURE. At the election of the relevant Debtor (prior to the Effective
Date) or Asset LLC (after the Effective Date), any monetary defaults under the
Assumed Executory Contracts shall be satisfied pursuant to section 365(b)(1) of
the Bankruptcy Code in one of the following ways: (a) by payment of the default
amount in Cash by the applicable Debtor or Reorganized Debtor, as the case may
be, on the Effective Date or as soon as practicable after the relevant Debtor
(prior to the Effective Date) or Asset LLC (after the Effective Date) receives
notice of such monetary defaults; or (b) on such other terms as agreed to by the
parties to such Assumed Executory Contract. In the event a creditor objects
within six (6) months after the Effective Date regarding: (i) the amount of any
cure payments; (ii) the ability of the Debtor that is a party thereto to provide
adequate assurance of future performance under the contract or lease to be
assumed; or (iii) any other matter pertaining to assumption, then the cure
payments required by section 365(b)(1) of the Bankruptcy Code shall be made
following the entry of a Final Order resolving the dispute and approving the
assumption. ANY OBJECTIONS TO SUCH ISSUES NOT RAISED BEFORE THE END OF SUCH
SIX-MONTH PERIOD SHALL BE FOREVER WAIVED AND DISCHARGED.
5. REJECTION OF LEASES AND CONTRACTS. If the rejection by any Debtor of an
executory contract or unexpired lease, pursuant to the Plan or otherwise,
results in a Claim, then such Claim shall be forever barred and shall not be
enforceable against such Debtor, any successor to the Debtor or the properties
of either of them unless a proof of Claim is Filed with the Clerk of the
Bankruptcy Court and served upon counsel to the Debtors on or before the earlier
of (i) the applicable Bar Date or within thirty (30) days after the date of
service of a Notice of Entry of an order of the Court authorizing such
rejection, including the Confirmation Order, (ii) thirty (30) days after such
rejection becomes effective if such rejection occurred by reason of expiration
of a time period previously fixed by the Bankruptcy Court, or (iii) such other
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time period set by the Bankruptcy Court. ANY CLAIM RESULTING FROM SUCH REJECTION
THAT IS NOT FILED AND SERVED BEFORE THE END OF THE SUCH 30-DAY OR OTHER
APPLICABLE PERIOD, AS DESCRIBED IN THE FOREGOING SENTENCE, SHALL BE FOREVER
WAIVED AND DISCHARGED.
6. COLLATERAL VALUES FOR CLASS 3 CREDITORS. Unless the holder of a Class 3
Claim objects prior to the Effective Date and a different amount is determined
by Final Order of the Bankruptcy Court, the occurrence of the Effective Date
shall conclusively establish the Collateral Value of the Collateral underlying a
Class 3 Claim as the amount set forth on Exhibit 4 to the Disclosure Statement.
If such Exhibit lists the Collateral Value for a Class 3 Claim as "N/A," the
Collateral Value for such Class 3 Claim shall be determined by Final Order of
the Bankruptcy Court. If such Exhibit does not list a Class 3 Claim, then (i) if
the holder of such Claim has timely Filed a proof of claim in accordance with
the Bar Date Order asserting a Collateral Value for such Claim, the Collateral
Value, if any, for such Claim shall be determined by the Final Order of the
Bankruptcy Court Allowing or Disallowing such Claim, and (ii) if the holder of
such Claim has not timely Filed a proof of claim, then such holder shall have
sixty (60) days following the Effective Date (or such later date agreed to by
the Agent and UniCapital) to File a proposed Collateral Value for such Claim,
after which the Collateral Value, if any, for such Claim shall be determined by
Final Order of the Bankruptcy Court. The Collateral Value for any Class 3 Claim
may also be determined by a stipulation and agreed order between UniCapital,
Asset LLC, the Agent and the applicable Class 3 creditor, which becomes a Final
Order.
7. QUESTIONS. All questions concerning these cases and this notice should
be addressed to UniCapital Corporation, 10800 Biscayne Boulevard, 8th Floor,
Miami, Florida 33161-7807, or to any of the counsel at the addresses set forth
in this notice.
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Dated: New York, New York
January 9, 2002
BY ORDER OF THE BANKRUPTCY COURT
/S/ CORNELIUS BLACKSHEAR
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United States Bankruptcy Judge
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