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Exhibit 2.2.
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
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:
In re : Chapter 11
:
PHILIP SERVICES (DELAWARE), INC.., et al., : Case No. 99-02385 (MFW)
:
Debtors. : Jointly Administered
:
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NOTICE OF (1) APPROVAL OF DISCLOSURE STATEMENT;
(2) HEARING ON CONFIRMATION OF PLAN;
(3) DEADLINE AND PROCEDURES FOR FILING OBJECTIONS TO CONFIRMATION OF PLAN;
(4) TREATMENT OF CERTAIN UNLIQUIDATED, CONTINGENT OR DISPUTED CLAIMS
FOR VOTING AND DISTRIBUTION PURPOSES;
(5) RECORD DATE; AND (6) VOTING DEADLINE FOR RECEIPT OF BALLOTS
TO ALL CREDITORS AND PRESENT AND FORMER EQUITY SECURITY HOLDERS OF PHILIP
SERVICES (DELAWARE), INC., PHILIP SERVICES CORP., THEIR SUBSIDIARIES AND
AFFILIATES, AND OTHER PARTIES IN INTEREST (See list set forth below for complete
list of Affiliate Debtors):
PLEASE TAKE NOTICE that Philip Services (Delaware), Inc. ("PSI"),
Philip Services Corp. ("PSC") and certain of their affiliates (the "Affiliate
Debtors") which are also debtors and debtors-in-possession in the above-
captioned cases (collectively, the "Debtors") are soliciting acceptances of the
First Amended Joint Plan of Reorganization of Philip Services (Delaware), Inc.,
et al. (as may be amended or modified, the "Plan"), from holders of certain
impaired claims who are (or may be) entitled to receive distributions under the
Plan.
PLEASE TAKE FURTHER NOTICE that the Plan consists of several plans
jointly filed by the various Debtors and terms of each individual Plan will be
binding on all holders of claims against, and all present and former holders of
equity security interests in, the respective Debtor should the individual Plan
be confirmed by the United States Bankruptcy Court for the District of Delaware
(the "Bankruptcy Court").
PLEASE TAKE FURTHER NOTICE that the Bankruptcy Court has signed an
order, dated September 21, 1999 (the "Solicitation Procedures Order"), approving
the Disclosure Statement with Respect to First Amended Joint Plan of
Reorganization of Philip Services (Delaware), Inc., et al. (the "Disclosure
Statement") and providing, among other things, that:
1. Confirmation Hearing Date. The hearing to consider confirmation of
the Plan (the "Confirmation Hearing"), shall commence on November 3, 1999 at
9:30 a.m. (prevailing Eastern time) or as soon thereafter as counsel can be
heard, before the Honorable Mary F. Walrath, United States Bankruptcy Judge, in
the United States Bankruptcy Court, Marine Midland Plaza, 824 Market Street, 6th
Floor, Wilmington, Delaware 19801. The Confirmation Hearing may be continued
from time to time by announcing such continuance in open court and the Plan may
be further modified, if necessary, pursuant to 11 U.S.C. ss. 1127 prior to,
during, or as a result of the Confirmation Hearing, without further notice to
parties in interest.
2. Voting Deadline. To be counted, ballots to accept or reject the Plan
must be RECEIVED by 5:00 p.m. (prevailing Eastern time) on October 25, 1999 (the
"Voting Deadline") by the Voting Agent, Logan & Company, Inc., at the following
address:
By Mail, Messenger or Overnight Courier:
Logan & Company, Inc.
546 Valley Road
Upper Montclair, New Jersey 07043
Attn: Philip Services Corp.
Ballots may NOT be cast by facsimile transmission. BALLOTS THAT ARE NOT RECEIVED
BY THE VOTING DEAD LINE WILL NOT BE COUNTED.
3. Objections to Confirmation. October 25, 1999 at 5:00 p.m.
(prevailing Eastern time) is fixed as the last date for filing and serving
objections to confirmation of the Plan (the "Objection Deadline"). To be
considered, objections, if any, to confirmation of the Plan must (a) be in
writing, (b) comply with the Federal Rules of Bankruptcy Procedure and the Local
Bankruptcy Rules, (c) set forth the name of the objector, and the nature and
amount of any claim or interest asserted by the objector against the Debtor, its
estate or its property, (d) state with particularity the legal and factual bases
for the objection, and (e) be filed with the Bankruptcy Court together with
proof of service, and served by personal service, overnight delivery, or first
class mail, so as to be RECEIVED no later than the Objection Deadline by: (a)
counsel for the Debtors, Skadden, Arps, Slate, Meagher & Flom (Illinois), 333
West Wacker Drive, Chicago, Illinois 60606 (Attn: David S. Kurtz, Esq., Jeffrey
W. Linstrom, Esq., J. Gregory St. Clair, Esq.), Skadden, Arps, Slate, Meagher &
Flom LLP, One Rodney Square, P.O. Box 636, Wilmington, Delaware 19899-0636
(Attn: Gregg M. Galardi, Esq.) and Stikeman, Elliot, Commerce Court West, Suite
5300, Toronto, Ontario M5L 1B9 Canada (Attn: Sean F. Dunphy, Esq.), (b) the
Office of the United States Trustee, 601 Walnut Street, Curtis Center,
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Suite 950-W, Philadelphia, Pennsylvania 19106 (Attn: Daniel K. Astin, Esq.),
(c) counsel for the Creditors' Committee, Blank, Rome, Comisky McCauley LLP, One
Logan Square, Philadelphia, Pennsylvania 19103-6998 (Attn: Raymond L. Shapiro,
Esq.) and Blank, Rome, Comisky McCauley LLP, 1201 Market Street, Suite 2100,
Wilmington, Delaware 19801 (Attn: Bonnie Glantz Fatell, Esq.), and (d) counsel
for the Pre-Petition Agents and the Pre-Petition Lenders, White & Case, LLP,
1155 Avenue of the Americas, New York, New York 10036 (Attn: Howard S. Beltzer,
Esq.) and Blake Cassels & Graydon, Box 25, Commerce Court West, Toronto, Ontario
M5L 1A9 Canada (Attn: Susan M. Grundy, Esq.). OBJECTIONS NOT TIMELY FILED AND
SERVED IN THE MANNER SET FORTH ABOVE SHALL NOT BE CONSIDERED AND SHALL BE DEEMED
OVERRULED.
4. Treatment of Certain Claims. Any holder of a claim that was served
with a proof of claim setting their claim amount at zero or in an unknown amount
or as disputed, contingent or unliquidated, and did not timely, pursuant to
either the Bankruptcy Code or any order of the Bankruptcy Court, file a proof of
claim with the Bankruptcy Court or the Claims and Noticing Agent controverting
such classification of their claim, SHALL NOT BE TREATED AS A CREDITOR WITH
RESPECT TO SUCH CLAIM FOR PURPOSES OF (I) RECEIVING DISTRIBUTIONS UNDER THE
PLAN, OR (II) VOTING ON THE PLAN.
Please note that pursuant to the Plan, as of the Effective Date
each of the Debtors will be deemed to have assumed each executory contract and
unexpired lease to which it is a party, unless such contract or lease (i) was
previously assumed or rejected by one of the Debtors, (ii) previously expired or
terminated pursuant to its own terms, or (iii) as otherwise set forth in the
schedule to be provided in the Plan Supplement as being an executory contract or
unexpired lease to reject, provided however, that the Debtors reserve their
right, at any time prior to the Confirmation Date, to amend the schedule to be
provided in the Plan Supplement to delete an unexpired lease or executory
contract therefrom or add any unexpired lease or executory contract thereto. In
addition, the Plan calls for certain Restructuring Transactions by which certain
Debtors may be dissolved or merged into other Debtors. In such an event, certain
executory contracts and unexpired leases may be assigned from one Debtor to
another.
All creditors who are parties to executory contracts and unexpired
leases which are assumed according to the above procedures will be afforded an
opportunity assert claims for cure, if any, no later than 30 days after the
Confirmation Date.
5. Record Date. August 18, 1999, shall be the record date for
determining (a) the creditors and equity security holders entitled to receive
solicitation packages, and (b) the creditors entitled to vote to accept or
reject the Plan.
6. Information and Documents. Any party in interest wishing to obtain
information about the solicitation procedures or copies of the Disclosure
Statement, the Plan, or any exhibits thereto may request such information or
copies by writing to the Voting Agent, Logan & Company, Inc., 546 Valley Road,
Upper Montclair, New Jersey 07043, Attn: Philip Services Corp. or by telephoning
the Voting Agent at (201) 798-1031. All copies shall be provided solely at the
expense of the party requesting the documents unless otherwise specifically
required by Fed. R. Bankr. P. 3017(d). All documents that are filed with the
Bankruptcy Court may be reviewed during regular business hours (8:30 a.m. to
4:00 p.m. prevailing Eastern time, weekdays, except legal holidays) at the
United States Bankruptcy Court for the District of Delaware, Marine Midland
Plaza, 824 Market Street, Wilmington, Delaware 19801.
Dated: September 22, 1999
SKADDEN, ARPS, SLATE, MEAGHER SKADDEN, ARPS, SLATE, MEAGHER
& FLOM (ILLINOIS) & FLOM LLP
David S. Kurtz Gregg M. Galardi (No. 2991)
Jeffrey W. Linstrom One Rodney Square
J. Gregory St. Clair P.O. Box 636
333 West Wacker Drive Wilmington, DE 19899-0636
Chicago, IL 60606
Attorneys for the Debtors and Debtors-in-Possession
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INDEX OF DEBTORS
DEBTOR CASE NO.
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RESI Acquisition (Delaware) 99-02170
Corporation
Philip Services (Delaware), Inc. 99-02385
21st Century Environmental 99-02386
Management, Inc. of Rhode
Island
21st Century Environmental 99-02387
Management, Inc.
21st Century Environmental 99-02388
Management, Inc. of Nevada
21st Century Environmental 99-02389
Management, Inc. of Puerto
Rico
Ace/Allwaste Environmental Services 99-02390
of Indiana, Inc.
Advanced Energy Corporation 99-02391
Advanced Environmental Systems, Inc. 99-02392
All Safety and Supply, Inc. 99-02393
Allies Staffing, Inc. 99-02394
Allquest Capital, Inc. 99-02395
AllScaff, Inc. 99-02396
Allwaste Asbestos Abatement Holdings, 99-02397
Inc.
Allwaste Asbestos Abatement, Inc. 99-02398
Allwaste Asbestos Abatement of New 99-02399
England, Inc.
Allwaste Environmental Services/North 99-02400
Central, Inc.
Allwaste Railcar Cleaning, Inc. 99-02401
Allwaste Recovery Systems, Inc. 99-02402
Allwaste Services of El Paso, Inc. 99-02403
Allwaste Tank Cleaning, Inc. 99-02404
Allwaste Texquisition Inc. 99-02405
Allworth Inc. 99-02406
ALRC, Inc. 99-02407
APLC, Inc. 99-02408
BEC/Philip, Inc. 99-02409
Burlington Environmental Inc. (a 99-02410
Delaware Corporation)
Burlington Environmental Inc. (a 99-02411
Washington Corporation)
Butco Inc. 99-02412
Cappco Tubular Products USA, Inc. 99-02413
Chem-Fab, Inc. 99-02414
Chem-Freight, Inc. 99-02415
Chemical Pollution Control, Inc. of 99-02416
Florida
Chemical Pollution Control, Inc. of 99-02417
New York
Chemical Reclamation Services, Inc. 99-02418
Cousins Waste Control Corporation 99-02419
CyanoKEM, Inc. 99-02420
Deep Clean, Inc. 99-02421
DM Acquisition Corporation 99-02422
Gasoline Tank Service Company Inc. 99-02423
Georgia Recovery Systems 99-02424
GRS/Lake Charles, Ltd. 99-02425
Hartney Corporation 99-02426
Hydro-Engineering & Service, Inc. 99-02427
Industrial Construction Services Co., 99-02428
Inc.
Industrial Services Technologies, Inc. 99-02429
Intermetco US Inc. 99-02430
Intermetco USA Ltd. 99-02431
IST Holding Corp. 99-02432
James & Luther Services, Inc. 99-02433
Jesco Industrial Service, Inc. 99-02434
Luntz Acquisition (Delaware) 99-02435
Corporation
Luntz Corporation 99-02436
Mac-Tech, Inc. 99-02437
Northland Environmental Inc. 99-02438
Nortru, Inc. 99-02439
Oneida Asbestos Abatement, Inc. 99-02440
Oneida Asbestos Removal, Inc. 99-02441
Philip Automotive, Ltd. 99-02442
Philip Chemi-Solv, Inc. 99-02443
Philip Chemisolv Holdings, Inc. 99-02444
Philip Corrosion Services, Inc. 99-02445
Philip Enterprise Service Corporation 99-02446
Philip Environmental of Idaho 99-02447
Corporation
Philip Environmental Services, Inc. 99-02448
Philip Environmental Services 99-02449
Corporation
Philip Environmental Washington Inc. 99-02450
Philip Industrial Services 99-02451
(Delaware), Inc.
Philip Industrial Services (USA), Inc. 99-02452
Philip Industrial Services Group, Inc. 99-02453
Philip Industrial Services of Texas, 99-02454
Inc.
Philip/J.D. Meagher, Inc. 99-02455
Philip Mechanical Services of 99-02456
Louisiana, Inc.
Philip Metals, Inc. 99-02457
Philip Metals (New York) Inc. 99-02458
Philip Metals (USA), Inc. 99-02459
Philip Metals Recovery (Delaware) Inc. 99-02460
Philip Metals Recovery (USA) Inc. 99-02461
Philip Mid-Atlantic, Inc. 99-02462
Philip Oil Recycling, Inc. 99-02463
Philip Petro Recovery Systems, Inc. 99-02464
Philip Plant Services, Inc. 99-02465
Philip Reclamation Services, Houston, 99-02466
Inc.
Philip Refractory and Corrosion 99-02467
Corporation
Philip Refractory Services, Inc. 99-02468
Philip Scaffold Corporation 99-02469
Philip/SECO Industries, Inc. 99-02470
Philip Services/Atlanta, Inc. 99-02471
Philip Services Corp. 99-02472
Philip Services Hawaii, Ltd. 99-02473
Philip Services/Louisiana, Inc. 99-02474
Philip Services/Missouri, Inc. 99-02475
Philip Services/Mobile, Inc. 99-02476
Philip Services/North Atlantic, Inc. 99-02477
Philip Services/North Central, Inc. 99-02478
Philip Services/Ohio, Inc. 99-02479
Philip Services/Oklahoma, Inc. 99-02480
Philip Services (Pennsylvania), Inc. 99-02481
Philip Services/South Central, Inc. 99-02482
Philip Services/Southwest, Inc. 99-02483
Philip ST, Inc. 99-02484
Philip ST Piping, Inc. 99-02485
Philip Technical Services, Inc. 99-02486
Philip Transportation and 99-02487
Remediation, Inc.
Philip West Industrial Services, Inc. 99-02488
Philip/Whiting, Inc. 99-02489
Piping Companies, Inc. 99-02490
Piping Holdings Corp. 99-02491
Piping Mechanical Corp. 99-02492
PRS Holding, Inc. 99-02493
PSC Enterprises, Inc. 99-02494
Republic Environmental Recycling (New 99-02495
Jersey), Inc.
Republic Environmental Systems 99-02496
(Pennsylvania), Inc.
Republic Environmental Systems 99-02497
(Technical Services Group)
Inc.
Republic Environmental Systems 99-02498
(Transportation Group), Inc.
Resource Recovery Corporation 99-02499
Rho-Chem Corporation 99-02500
RMF Environmental, Inc. 99-02501
RMF Global, Inc. 99-02502
RMF Industrial Contracting, Inc. 99-02503
Serv-Tech Construction and 99-02504
Maintenance, Inc.
Serv-Tech Engineers, Inc. 99-02505
Serv-Tech EPC, Inc. 99-02506
Serv-Tech International Sales, Inc. 99-02507
Serv-Tech of New Mexico, Inc. 99-02508
Serv-Tech Services, Inc. 99-02509
Solvent Recovery Corporation 99-02510
Southeast Environmental Services Co., 99-02511
Inc.
Termco Corporation 99-02512
Terminal Technologies, Inc. 99-02513
ThermalKEM, Inc. 99-02514
TIPCO Acquisition Corp. 99-02515
Total Refractory Systems, Inc. 99-02516
United Drain Oil Service, Inc. 99-02517
United Industrial Materials, Inc. 99-02518