UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
SEPTEMBER 12, 2000
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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CELLNET FUNDING, L.L.C.
(Exact name of registrant as specified in its charter)
DELAWARE COMMISSION FILE NUMBER: 94-3298620
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 000-21409 Identification Number)
125 SHOREWAY ROAD
SAN CARLOS, CALIFORNIA 94070
(Address of principal executive offices, including zip code)
(650) 508-6000
(Registrant's Telephone Number, Including Area Code)
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
(A) BANKRUPTCY FILINGS
As previously reported, on February 4, 2000, CellNet Funding, L.L.C.
("Funding") and its parent company, CellNet Data Systems, Inc. ("CellNet"),
together with other affiliated entities (collectively, the "Debtors"), filed
voluntary petitions for relief under Chapter 11 of Title 11 of the United
States Code, 11 U.S.C. sections 101 et seq. (the "Bankruptcy Code") in the
United States Bankruptcy Court for the District of Delaware (the "Bankruptcy
Court") -- IN RE CELLNET DATA SYSTEMS, INC., ET AL., DEBTORS, Chapter 11,
Case No. 00-00844 (PJW). The directors and officers of the Debtors have
remained in possession during the proceedings, subject to the supervision and
orders of the Court.
(B) JOINT CONSOLIDATED LIQUIDATING PLAN OF REORGANIZATION
On June 2, 2000, Debtors filed with the Bankruptcy Court a proposed
Joint Consolidated Liquidating Plan of Reorganization (as subsequently amended
and restated, the "Plan of Reorganization") and a proposed Disclosure Statement
(as subsequently amended and restated, the "Disclosure Statement") relating
thereto. (See Funding's Report on Form 8-K dated June 8, 2000.) On August 16,
2000, the Bankruptcy Court entered its ORDER CONFIRMING THE AMENDED AND RESTATED
JOINT CONSOLIDATED LIQUIDATING PLAN OF REORGANIZATION DATED AS OF JULY 11, 2000
(the "Confirmation Order"). The effective date (the "Effective Date") of the
Plan of Reorganization is September 12, 2000, the date of this Report on Form
8-K.
AS OF THE EFFECTIVE DATE, FUNDING'S OUTSTANDING 7% EXCHANGEABLE PREFERRED
SECURITIES MANDATORILY REDEEMABLE 2010 (THE "PREFERRED SECURITIES") HAVE BEEN
CANCELLED AND DEREGISTERED. FUNDING HAS FILED A FORM 15 (CERTIFICATION AND
NOTICE OF TERMINATION OF REGISTRATION) WITH RESPECT TO THE PREFERRED SECURITIES
UNDER THE SECURITIES EXCHANGE ACT OF 1934. UNDER THE PLAN OF REORGANIZATION,
HOLDERS OF THE PREFERRED SECURITIES WILL RECEIVE NO DISTRIBUTIONS. THE PREFERRED
SECURITIES ARE THEREFORE WORTHLESS.
A summary of the material features of the Plan of Reorganization is set
forth in the Disclosure Statement attached as Exhibit 99.1 to this Report on
Form 8-K under Item 7(c) (excluding certain exhibits thereto).
A copy of the Plan of Reorganization is attached as Exhibit 99.2 to
this Report on Form 8-K under Item 7(c) (excluding certain schedules thereto).
A copy of the Confirmation Order is attached as Exhibit 99.3 to this
Report on Form 8-K under Item 7(c).
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(C) OTHER ITEMS
No shares or other units of Funding or of its parent, CellNet, are
issued or outstanding as of the Effective Date and none have been reserved for
future issuance in respect of claims and interests filed and allowed under the
Plan of Reorganization.
As of the Effective Date, Funding has no assets and no liabilities.
Accordingly, no meaningful financial statements can be prepared as of the
Effective Date and none are attached to this Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Disclosure Statement
99.2 Plan of Reorganization
99.3 Confirmation Order
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.
CellNet Funding, L.L.C. (Registrant)
By: CellNet Data Systems, Inc., Manager
Date: September 12, 2000
/s/ David L. Perry
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David L. Perry
Vice President and Secretary
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