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 10, 2001
UNITEL VIDEO, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-8654 23-1713238
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
423 West 55th Street, New York, New York 10019
(Address of principal executive offices) (Zip Code)
212-265-3600
(Registrant's telephone number, including area code)
555 West 57th Street, New York, New York
(Former name or former address,
if changed since last report)
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
On October 10, 2001, the United States Bankruptcy Court for the District
of Delaware (the "Court") entered an order confirming the Debtors' First Amended
Joint Consolidated Liquidating Plan of Reorganization, as modified by the
Modification to Debtors' First Amended Joint Consolidated Liquidating Plan of
Reorganization (the "Plan"), of Unitel Video, Inc. (the "Company"), in
connection with the Company's and its domestic subsidiaries' cases (the "Cases")
under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code")
(Case No. 99-2979 (PJW)). The Plan was jointly proposed by the Company, Unitel
53 LLC, Unitel 57 LLC and R Squared, Inc. (collectively, the "Debtors") and was
supported by the Official Committee of Unsecured Creditors in the Cases (the
"Committee").
The following is a summary of the matters contemplated to occur either
pursuant to or in connection with the confirmation and implementation of the
Plan. This summary only highlights certain of the substantive provisions of the
Plan and is not intended to be a complete description of, or a substitute for a
full and complete reading of, the Plan and is subject to the Plan. The Company
has included the Debtors' First Amended Joint Consolidated Liquidating Plan of
Reorganization as Exhibit 99.1 and the Modification to Debtors' First Amended
Joint Consolidated Liquidating Plan of Reorganization as Exhibit 99.2 to this
Form 8-K.
On the effective date of the Plan, which is expected to occur 30 days
after the date of the Court order confirming the Plan (the "Effective Date"),
and automatically and without further action, (i) each existing member of the
Board of Directors of each of the Debtors will resign or be terminated by the
person designated by the Debtors as the representative of the Debtors' estates
for the purpose of administering the Plan and (ii) such administrator shall be
deemed sole shareholder, officer and director of each of the Debtors. The Plan
will be administered by the administrator and all actions taken thereunder in
the name of the Debtors shall be taken through the administrator.
On or as soon as practicable after the Effective Date, the Company will
effect the dissolution of Unitel 53 LLC, Unitel 57 LLC and R Squared, Inc. in
accordance with applicable non-bankruptcy law. Once the Plan has been fully
administered and consummated, the Company will be dissolved in accordance with
applicable non-bankruptcy law. In addition, the Company intends to take the
steps necessary to cease being subject to the periodic reporting requirements of
the federal securities laws. Consequently, it is expected that other than the
filing of Form 15 under the Securities Act of 1934, as amended, no further
reports or filings under the federal securities laws will be issued or made by
the Company.
The Plan contemplates the substantive consolidation of the Debtors'
estates. On the Effective Date: (i) all intercompany claims by and between the
Debtors shall be eliminated; (ii) all assets and liabilities of the Debtors
shall be pooled or treated as though they were merged; (iii) all prepetition
cross-corporate guarantees of the Debtors shall be eliminated; (iv) any
obligation of any Debtor and all guarantees thereof executed by one or more of
the Debtors shall be deemed to be one obligation of the consolidated Debtors;
(v) any claims filed with the Court or to be filed in connection with any such
obligation and such guarantees shall be deemed one claim against the
consolidated Debtors; and (vi) each and every claim filed in the Cases shall be
deemed a single obligation of each of the Debtors under the Plan after October
10, 2001.
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The Plan provides for the classification of the claims of the creditors of
the Debtors into the following seven classes:
Class Type of Creditor Estimate of Recoveries under the Plan*
-------- ---------------------------- -------------------------------------
Class 1 Administrative Claims 100% of allowed claims
Class 2 Priority Claims 100% of allowed claims
Class 3 Priority Tax Claims 100% of allowed claims
Class 4 Miscellaneous Secured Claims 100% of allowed secured claims (or the
property securing such allowed claim)
Class 5 General Unsecured Claims 25% of allowed claims
Class 6 Common Stock No distribution
Class 7 Subsidiary Interests No distribution
All distributions or other transfers of cash otherwise available to holders
of allowed claims will be made on or as soon as possible after the later of the
(i) first business day after the Effective Date and (ii) third business day
following the date on which a claim becomes an allowed claim (holders of Class 5
allowed claims may also receive one or more distributions subsequent to the
Effective Date), subject in all respects to the terms and provisions of the
Plan. Distributions from the reserves established for claims that are disputed
will be made to a holder of a disputed claim which later becomes an allowed
claim on or as soon as practicable after the date on which such claim becomes an
allowed claim.
In accordance with the Plan, unless otherwise provided in the Plan or the
order of the Court confirming the Plan, the treatment of any claim under the
Plan will be in full satisfaction, settlement, release and discharge of and in
exchange for such claim. Unless otherwise expressly provided in the Plan, any
property distributed in satisfaction of allowed claims shall be allocated first
to the principal portion of such claims and thereafter to accrued but unpaid
interest with respect thereto.
Class 1 consists of all claims granted administrative expense priority
status by virtue of sections 503(b) and 507(a)(1) of the Bankruptcy Code. Class
1 claims are the expenses of administration of the Cases, consisting primarily
of certain unpaid trade obligations of the Debtors, including liabilities
incurred in the ordinary course of the Debtors' businesses during the
administration of the Cases and the fees and expenses of professional persons
(e.g., the attorneys and consultants retained pursuant to orders issued and
entered by the Court).
Class 2 consists of any claims arising prior to September 2, 1999 which
are entitled to priority status in accordance with sections 507(a)(2) through
(6) of the Bankruptcy Code, and which are not Class 1 claims or Class 3 claims.
Class 3 consists of those claims for taxes entitled to priority in payment
under sections 503(b) and 507(a)(8) of the Bankruptcy Code.
--------------------
* These estimates may not prove to be accurate. Holders of allowed claims may
not receive distributions under the Plan equal to the percentages of their
allowed claims set forth above.
2
Class 4 consists of those claims that are (a) secured, in whole or in
part, by a valid, perfected and enforceable lien that is not subject to
avoidance under applicable bankruptcy or non-bankruptcy law or (b) subject to
setoff under section 553 of the Bankruptcy Code, to the extent of the amount
subject to setoff, each as determined by section 506(a) and 1111(b) of the
Bankruptcy Code and the Federal Rules of Bankruptcy Procedure.
Class 5 consists of any claim that is not a Class 1 claim, Class 2 claim,
Class 3 claim, Class 4 claim or a claim of one Debtor against the one of the
other Debtors. In accordance with Section 4.5 of the Plan, each holder of a
Class 5 allowed claim will receive a pro rata portion of (i) the cash of the
Company available on the Effective Date, remaining after distributions to
holders of Class 1, Class 2, Class 3 or Class 4 allowed claims, (ii) any excess
cash from the reserves created for disputed claims and operating expenses of the
Company, (iii) any cash returned to the Company because of ineffective
deliveries of distributions to holders of allowed claims and (iv) any cash
received by the Company after the Effective Date. The pro rata portion is
determined by the proportion that the amount of such claim bears to the
aggregate amount of all claims in Class 5 entitled to distributions including
any disputed claims in Class 5.
Class 6 consists of the interests on account of the common stock of the
Company. In accordance with Section 4.6 of the Plan, all common stock of the
Company shall be deemed canceled as of the Effective Date and each holder of
such common stock of the Company shall not receive nor retain any property under
the Plan on account of such common stock of the Company. As of the date hereof,
there are 2,714,866 shares of common stock of the Company outstanding.
Class 7 consists of the Unitel 53 LLC and Unitel 57 LLC membership
interests, and the common stock of R Squared, Inc. (the "Subsidiary Interests").
In accordance with Section 4.7 of the Plan, all Subsidiary Interests shall be
deemed canceled as of the Effective Date and the holder of Subsidiary Interests
shall not receive nor retain any property under the Plan.
The Plan contemplates that, on the Effective Date, the Debtors will
release each of the (i) Debtors' officers, directors, shareholders, employees,
consultants, attorneys, accountants or other representatives and (ii) Committee
and, soley in their capacity as a member or representative of the Committee,
each member, consultant, attorney; accountant or other representative of the
Committee (the persons referred to in clauses (i) and (ii) are the "Releases"),
from all claims based on occurrences (or omissions) taking place on or between
the date of the commencement of the Cases and the Effective Date in any way
relating to the Releasees, the Debtors, the Cases or the Plan (other than with
respect to claims for gross negligence or willful misconduct). In addition, the
Plan also contemplates that, as of the Effective Date, the Releasees shall have
no liability to any holder of any claim or interest for any act or omission in
connection with, or arising out of the Cases, the Disclosure Statement, the
Plan, the solicitation of votes for and the pursuit of confirmation of the
Plan, the consummation of the Plan, or the administration of the Plan or the
property to be distributed under the Plan (except for gross negligence or
willful misconduct as determined by final order of the Court). However, the
foregoing releases do not affect the terms of specified stipulation settlements
regarding the Debtors.
* ** * *
Information as to the assets of the Company can be found in the Company's
Form 8-K filed with the Commission on August 24, 2001 and the estimated
distribution for each class in respect of allowed claims and interests can be
found on pages 11 and 12 of the Disclosure Statement and under the caption
"Debtors' First Amended Joint Consolidated Liquidating Plan of Reorganization--
Classification and Treatment of Claims and Interests" in the Disclosure
Statement attached hereto as Exhibit 99.3.
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ITEM 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial statements of business acquired:
Not applicable
(b) Pro forma financial information:
Not applicable
(c) Exhibits:
99.1: Debtors' First Amended Joint Consolidating Liquidating Plan of
Reorganization, as amended
99.2: Modification to Debtors' First Amended Joint Consolidated
Liquidating Plan of Reorganization
99.3: Disclosure Statement Pursuant to Section 1125 of the
Bankruptcy Code With Respect to Debtors' First Amended Joint
Consolidated Liquidating Plan of Reorganization
99.4: Confirmation Order of the United States Bankruptcy Court for
the District of Delaware
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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, thereunto duly authorized.
UNITEL VIDEO, INC.
Date: October 23, 2001 BY:/s/ Brian Mittman
------------------------------------
Brian Mittman
Vice President
Getzler & Co., Inc.
for Unitel Video, Inc.
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
99.1 Debtors' First Amended Joint Consolidating Liquidating Plan
of Reorganization, as amended
99.2 Modification to Debtors' First Amended Joint Consolidated
Liquidating Plan of Reorganization
99.3 Disclosure Statement Pursuant to Section 1125 of the
Bankruptcy Code With Respect to Debtors' First Amended Joint
Consolidated Liquidating Plan of Reorganization
99.4 Confirmation Order of the United States Bankruptcy Court for
the District of Delaware
6