SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) April 11, 1997
INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
(State or Other Jurisdiction of Incorporation)
2-95219 04-2859087
(Commission File Number) (I.R.S. Employer Identification No.)
One International Place, Boston, Massachusetts 02110
(Address of Principal Executive Offices) (Zip Code)
(617) 330-8600
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets
On April 11, 1997, an order (the "Order") was entered by the
bankruptcy judge in connection with the Registrant's bankruptcy
proceeding in the United States Bankruptcy Court for the Southern
District of Florida (case no. 96-30843-BKC-SHP). Pursuant to the
Order, the Registrant transferred all of its right, title and
interest in the orange grove property to Caulkins Citrus Company,
the holder of the first and second mortgages encumbering the
Registrant's grove. The Registrant, however, was permitted to
retain $2,275,000. As a result of the foregoing, the Registrant
anticipates that it will pay all of its obligations and then make
a final distribution of its assets, after establishment of
sufficient reserves, to its limited partners during the second
quarter of 1997.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(c) Exhibits
10. Order of the Bankruptcy Court dated April 11,
1997.
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 this
14th day of April, 1997.
INDIAN RIVER CITRUS INVESTORS
LIMITED PARTNERSHIP
By: WINTHROP AGRICULTURAL
MANAGEMENT II, INC.,
General Partner
By: /s/ Michael L. Ashner
Michael L. Ashner
Chief Executive Officer
EXHIBIT INDEX
Exhibit Page
10. Order of the Bankruptcy Court dated 4
April 11, 1997.
Exhibit 10
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF FLORIDA
IN RE: CASE NO. 96-30843-BKC-SHF
CHAPTER 11
INDIAN RIVER CITRUS INVESTORS
LIMITED PARTNERSHIP
Debtor.
ORDER CONFIRMING PLAN OF REORGANIZATION
FOR THE DEBTOR BY CAULKINS CITRUS COMPANY
The Plan proposed by CAULKINS CITRUS COMPANY, Dated December
11, 1997, under Chapter 11 of the Bankruptcy Code filed by Plan
Proponent, CAULKINS CITRUS COMPANY, ("Proponent) having been
transmitted to claimants; and it having been determined after
hearing and notice:
1. That the Proponent's Plan has been accepted in writing
by the claimants whose acceptance is required by law; and
2. That the provisions of Chapter 11 of the Code have been
complied with; that the Plan has been proposed in good faith and
not by any means forbidden by law; and
3. That the Plan does not discriminate unfairly, and is
fair and equitable, with respect to each class of claims that is
impaired under the Plan, and has not accepted the Plan; and
4. All payments made or promised by the Proponent or by a
person issuing securities or acquiring property under the Plan,
or by any other person for services or for costs and expenses in,
or in connection with, the Plan and incident to the case, have
been fully disclosed to the Court and are reasonable or, if to be
fixed after confirmation of the Plan, will be subject to approval
of the Court; and
5. The identities, qualifications, and affiliations of
persons who are to be directors or officers, or voting trustees,
if any of the debtor after confirmation of the Plan, have been
fully disclosed, and the appointment of such persons to such
offices, or their continuance therein, is equitable and
consistent with the interest of the claimants and interest
holders and with public policy; and
6. That the identity of any insider that will be employed
or retained by the debtor and compensation to such insider has
been fully disclosed; and
7. Confirmation of the Plan is not likely to be followed by
the liquidation, or the need for further financial
reorganization, of the debtor;
8. The Court shall retain jurisdiction as provided in the
Plan until there is substantial consummation of the Plan. The
Plan is modified if it calls for retention of jurisdiction beyond
that point; and
9. The Plan Proponent shall pay to the Assistant United
States Trustee the appropriate sum required pursuant to 28 U.S.C.
1930(a)(6) within ten (10) days of the entry of this Order for
pre-confirmation periods, and simultaneously provide to the
Assistant United States Trustee an appropriate affidavit
indicating the cash disbursements for the relevant period. The
Plan proponent shall further pay the United States Trustee the
appropriate sum required pursuant to 28 U.S.C. 1930(a)(6) for
post-confirmation periods within the time period set forth in 28
U.S.C 1930(a)(6), based upon all post-confirmation disbursements
made by the reorganized Debtor until the earlier of the closing
of this case by the issuance of a Final Decree by the Court, or
upon the entry of an Order by this Court dismissing this case or
converting this case to another chapter under the United States
Bankruptcy Code.
10. Upon Confirmation, the Debtor and its agent,
AgriManagement, Inc., shall pay over to the Plan Proponent,
Caulkins Citrus Company, all funds on hand, which totals
approximately $4,800,000.00, less $2,275,000.00, which shall be
retained by the Debtor. The Debtor shall pay out of those
retained funds all attorneys' fees and accounting fees claimed by
its professionals and approved by the Bankruptcy Court, and the
Plan Proponent shall have no liability therefore. The Debtor
shall likewise pay one half of the administrative claim of
AgriManagement, Inc. in the total of $75,000.00 as awarded, out
of the funds retained by the Debtor. AgriManagement Inc. shall
turn over all the grove's operating books and records and all
environmental records, or copies thereof, to the Plan Proponent
and the Debtor shall turn over all financial records or copies
thereof to the Plan Proponent. The Debtor shall pay or waive the
administrative claim of its General Partner in the amount of
$327,500.00. AgriManagement Inc. shall cooperate with the Plan
Proponent in the transfer of the grove operations.
11. The Plan Proponent shall pay all pending bills for the
grove's caretaking which are unpaid including the other one-half
of AgriManagement Inc.'s claim. The Plan Proponent shall be fully
responsible for all of the operating expenses and other expenses
of the grove from the date of this Order forward. Other than as
provided in this Order, the Debtor shall have no responsibility
for the payment of any expenses related to the grove.
12. The contract between the Debtor and Tropicana Products
Inc. entitled "Long-Term Fruit Purchase (Orange) Agreement''
dated January 20, 1988 is hereby assumed and assigned to the Plan
Proponent, Caulkins Citrus Company.
13. The contract between the Debtor and Tropicana Products,
Inc. entitled "Tropicana Fruit Purchase Agreement", Agreement
Number C-284- 28, dated July 1, 1996 is hereby assumed and
assigned to the Plan Proponent, Caulkins Citrus Company.
14. The existing freeze and crop insurance and any other
insurance held by the Debtor shall be assigned to the Plan
Proponent including pre-paid premiums.
15. The NationsBank attorney's fee request shall be granted
by separate Order in the name of and payable to Abu, Inc.
16. The Debtor warrants that it has received no written
notification of any environmental claims except as set forth in
the pending adversary proceeding described in paragraph 17.
17. The pending adversary lawsuit known as Indian River
Citrus Investors, LP v. Caulkins Citrus Company, Case No. 96-
0478-BKC-SHF-A, shall be dismissed with prejudice. The State
Court foreclosure lawsuit pending in the Circuit Court of the
Nineteenth Judicial Circuit in and for Martin County, Florida,
Caulkins Citrus Company. Limited v. Indian River Citrus Investors
Limited Partnership, Case No. 96-112-CA, shall be dismissed with
prejudice.
18. After payment of sums provided hereto by the Plan
Proponent, the balance shall be marshaled to the first mortgage
and paid to Abu, Inc. to pay down its mortgage. The balance of
the mortgage shall stay in place, secured by the property.
19. The mortgage of the Plan Proponent shall be merged by
taking title.
20. As provided in the Plan, the Plan Proponent shall pay
all unsecured claims in full.
21. The Plan Proponent waives any deficiency and/or
guarantee claim against the Debtor and Debtor's General Partner.
22. The Plan Proponent and Abu, Inc. on the one hand, and
the Debtor and its General Partner, Winthrop Agricultural
Management II, Inc. on the other hand, shall execute mutual
general releases which provide for full releases of each of the
other parties, their principals, shareholders, partners,
officers, directors, agents, employees and professionals from any
and all claims.
23. All other executory contracts scheduled by the Debtor
are rejected.
24. Title to the Property of the Estate (hereinafter
"Property"), real or personal, of the Debtor or the Debtor's
estate, shall vest in the Debtor on the Effective Date of the
Plan. Notwithstanding such vesting, on the Effective Date the
Debtor shall execute and deliver to Caulkins, or its assignee(s),
all instruments of conveyance, reflecting a conveyance of the
Property of the Estate as contemplated within this Order or the
Plan. The conveyance of the Property shall be in fee simple and
free and clear of all liens, claims, and encumbrances, except
Allowed Class 1 Claim, if any. The conveyance of the Property
shall be pursuant to instruments of conveyance, including deeds,
bills of sale, assignments, and any other instruments that
Caulkins deems necessary All such instruments of conveyance shall
be prepared by Caulkins and shall be in a form satisfactory to
Caulkins, in Caulkins' sole discretion. The Debtor is authorized
and directed to promptly execute all such instruments of
conveyance and such execution shall be binding in all respects.
The Debtor and AgriManagement Inc. shall take such actions as may
be helpful and necessary to accomplish the conveyance of the
Property to Caulkins on the Effective Date. The legal description
of the property is more fully described on Exhibit "A".
25. After the Confirmation Hearing and pending the Effective
Date, the Debtor and AgriManagement Inc. shall continue to
operate the Property in the same manner as before the
Confirmation Date. The Debtor and AgriManagement Inc. shall take
all steps as are necessary to manage the Property in a prudent
and ordinary fashion. In all events, pending the Effective Date,
the Debtor and AgriManagement Inc. shall not expend any cash or
incur any obligations without the prior written approval of the
Plan Proponent.
26. The motion pursuant to Bankruptcy Code Section 363(b)
and (f) to sell the Property described on Exhibit "A" to this
Order, free and clear of all liens, claims and encumbrances
(except the remaining Allowed Class ~ Claim, if any) to Caulkins,
or its assignee(s) is granted. THIS ORDER SHALL BE SUITABLE FOR
FILING IN THE REAL PROPERTY RECORDS OF EVERY COUNTY WHERE REAL
PROPERTY OF THE DEBTOR IS LOCATED AND SHALL PROVIDE THAT SUCH
PROPERTY IS BEING CONVEYED TO CAULKINS FREE AND CLEAR OF ALL
LIENS, CLAIMS, AND ENCUMBRANCES (EXCEPT ALLOWED CLASS I CLAIM).
THE ORDER MAY DESIGNATE ALL LIENS, CLAIMS, AND ENCUMBRANCES WHICH
APPEAR OF RECORD AND FROM WHICH PROPERTY IS BEING TRANSFERRED
FREE AND CLEAR. THE PLAN SHALL BE CONCLUSIVELY DEEMED TO BE
ADEQUATE NOTICE THAT SUCH LIEN, CLAIM, OR ENCUMBRANCE IS BEING
EXTINGUISHED, AND NO NOTICE, OTHER THAN BY THE PLAN, SHALL BE
GIVEN PRIOR TO THE PRESENTATION OF SUCH ORDER(S). ANY PARTY
HAVING A LIEN, CLAIM, OR ENCUMBRANCE AGAINST ALL OR ANY PORTION
OF THE PROPERTY SHALL BE CONCLUSIVELY DEEMED TO HAVE CONSENTED TO
THE SALE OF SUCH PROPERTY FREE AND CLEAR OF SUCH LIEN, CLAIM, OR
ENCUMBRANCE BY FAILING TO OBJECT TO CONFIRMATION OF THIS PLAN.
PURSUANT TO 11 U.S.C. 1146(c), THIS QUIT CLAIM DEED SHALL NOT
BE TAXED BY ANY LAW IMPOSING A TAX OR SIMILAR TAX.
27. ROBERT C. FURR, ESQ., is named disbursing agent without
additional compensation. Bond is waived. The disbursing agent is
directed to make all payments on the effective date of the Plan.
The disbursing agent shall then file a report on or before the
fifteenth day after the entry of this Order upon the docket. The
disbursing agent shall, not later than sixty (60) days after this
Order becomes final, file a Final Report of Estate and Motion for
Final Decree Closing Case on the Court approved local form.
Failure to timely file the Final Report of Estate and Motion for
Final Decree Closing Case will result in the imposition of
sanctions against the Plan Proponent's counsel, which may include
the return of attorney's fees.
28. The above-named Debtor is discharged from any debt that
arose before the date of confirmation of the Plan and any debt of
a kind specified in 11 U.S.C. 502(g), (h), or (i) except as
provided in the Plan or in this Order.
29. The effective date of the Confirmation shall be the date
of this Order.
IT IS ORDERED THAT:
The Plan Of Reorganization, dated December 11, 1997 filed by
CAULKINS CITRUS COMPANY, is confirmed, as modified herein.
DONE AND ORDERED in the Southern District of Florida this
11th day of APRIL. 1997.
STEVEN H. FRIEDMAN
STEVEN H. FRIEDMAN
UNITED STATES BANKRUPTCY JUDGE
COPIES FURNISHED TO:
Robert C. Furr, Esq.
Furr and Cohen, P.A.
1499 W. Palmetto Pk.Rd.#412
Boca Raton, Florida 33486
Paul L. Orshan, Esq.
201 S. Biscayne Boulevard
Suite 1970
Miami, Florida 33131
ATTORNEY FURR IS DIRECTED TO SERVE COPIES OF THIS ORDER ON THE
PARTIES NOTED BELOW AND TO FILE A CERTIFICATE OF SERVICE.
Office of Asst. U.S. Trustee
51 S.W. 1 Avenue
Room 1204
Miami, Florida 33130
Susan R. Sherrill, Esq.
Senior Staff Attorney
Securities & Exchange Commission
3475 Lenox Road, NE
Suite 1000
Atlanta, GA 30326-1232
George P. Caulkins, Jr.
Caulkins Citrus Company Ltd.
1600 Broadway
Suite 1400
Denver, CO 80202