Exhibit 2.1
Christopher R. Kaup
State Bar No. 014820 FILED
TIFFANY & BOSCO APR 1 \ 2002
FIFTH FLOOR VIAD TOWER UNITED STATES
1850 NORTH CENTRAL AVENUE BANKRUPTCY COURT
PHOENIX, ARIZONA 85004-4546 FOR THE DISTRICT OF ARIZONA
TELEPHONE: (602) 255-6000
FACSIMILE: (602) 255-0103
Attorneys for the Debtors
UNITED STATES BANKRUPTCY COURT
DISTRICT OF ARIZONA
In re: | Chapter 11 Proceedings
|
E-BIZ ENTERPRISES, INC., | Case Nos. 01-11843-ECF-CGC and
a Nevada corporation, | 01-11844-ECF-CGC
|
Debtors. | (Jointly Administered)
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In re: | ORDER CONFIRMING AMENDED
| JOINT PLAN OF REORGANIZATION
JONES BUSINESS SYSTEMS, INC., |
a Texas corporation, |
|
Debtors. |
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The Amended Joint Plan of Reorganization (the "Plan") under Chapter 11 of
the Bankruptcy Code filed on or about January 24, 2002 by EBIZ Enterprises, Inc.
("EBIZ") and Jones Business Systems, Inc. ("JBSI"), the Debtors and
Debtors-in-Possession (collectively, the "Debtors") in the above-captioned
Bankruptcy Case; and the Plan and Disclosure Statement approved by the Court
having been made available to holders of all claims and equity security
interests on the Debtors' Website at www.ebizenterprises.com\reorgplan ; and a
hard copy of
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the Disclosure Statement and all exhibits thereto also having been made
available from the offices of Counsel for the Debtors; and the opportunity to
receive a hard copy via first class mail having been provided to all such
persons in accordance with this Court's Order Granting Motion For Special
Procedures Relating to Service of the Amended Joint Plan of Reorganization and
the Disclosure Statement (the "Special Procedures Order"), entered on February
21, 2002; and copies of the Notice Regarding Chapter 11 Plan and Disclosure
Statement having been served upon all creditors, equity security holders and
parties-in-interest, in accordance with the Special Procedures Order; and
It having been found and determined by this Court, after notice and hearing
pursuant to I 1 U.S.C.ss.1128(a) and Rule 2002(b), Fed.R.Bankr.P., that:
1. The Disclosure Statement approved by Order of the Court dated February
21, 2002 contains adequate information regarding the claims of the creditors and
equity interests of the stockholders of the Debtors and the distributions of
securities and payment of monies to all creditors and holders of equity security
interests of the Bankruptcy Estates through the Plan;
2. The Plan complies with the applicable provisions of the Code;
3. The Debtors have complied with the applicable provisions of the Code;
4. The Plan has been proposed in good faith and not by any means FORBIDDEN
BY LAW;
5. Any payment made or to be made by the Debtors or any person issuing
securities or acquiring property under the Plan, for services or for costs and
expenses in or in connection with the case, or in connection with the Plan and
incident to the case, has been approved by, or is subject to the approval of,
the Court as reasonable;
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6. The Debtors have disclosed the identity and affiliations of any
individual proposed to serve, after Confirmation of the Plan, as a director,
officer or voting trustee of the Debtors, the appointment to or continuance in
such office of such persons is consistent with the interest of creditors and
equity security holders and with public policy; and the Debtors have further
disclosed the identity of all insiders who will be employed by the Debtors and
the nature of any compensation for said insiders;
7. With respect to each impaired class of claims or interests, each holder
of a claim or interest of such class has accepted the Plan or will receive or
retain under the Plan on account of such claim or interest, property of a value,
as of the Effective Date of the Plan, that is not less than the amount that such
holder would receive or retain if the Debtors were liquidated wider Chapter 7 of
the Bankruptcy Code;
8. With respect to each class of claims or interests, each such class has
accepted the Plan or the applicable elements of 11 U.S.C. ss.1129(b)(2) have
been satisfied as to that class;
9. Except to the extent that the holder of a particular claim has agreed to
a different treatment of such claim, the Plan provides that:
A. With respect to each claim of a kind specified in 11 U.S.C.
ss.507(a)(1) or ss.507(a)(2) of the Code on the Effective Date of the Plan the
holder of each such claim will receive on account of such claim cash equal to
the allowed amount of such claim;
B. With respect to a class of claims of a kind specified in 11
U.S.C.ss.507(a)(3), 507(a)(4), 507(a)(5), 507(a)(6) or 507(a)(7) of the Code,
each holder of a claim of such class will receive, if such class has accepted
the Plan, deferred cash payments of a
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value, as of the Effective Date of the Plan, equal to the allowed amount of such
claim; or, if such ,lass has not accepted the Plan, cash on the Effective Date
of the Plan, equal to the allowed amount of such claim; and
C. With respect to a claim of a kind specified in 11 U.S.C.
ss.507(a)(8) )f the Code, the holder of each such claim will receive on account
of such claim deferred cash payments, over a period not exceeding six years
following the date of assessment of such claim, )f a value, as of the Effective
Date of the Plan, equal to the allowed amount of such claim.
10. At least ONE CLASS OF CLAIMS has accepted the Plan, determined without
including any acceptance of the Plan by an insider holding a claim of such
class;
11. Confirmation of the Plan is not likely to be followed by the
liquidation, or the need for further financial reorganization, of the Debtors or
the Reorganized Debtor under the Plan;
12. All fees payable, pursuant to 28 U.S.C.ss.1930, have been paid or the
Plan provides for the payment of all such fees on the Effective Date of the
Plan;
13. The Debtors provided no retiree benefits, as that term is defined in ll
U.S.C.ss.1114; therefore, the requirements of 11 U.S.C.ss.1129(a)(13) are
inapplicable to the case at bar and the Plan; and
14. The Plan meets the requirements of 11 U.S.C.ss.ss.112.2 &. 1123.
IT IS HEREBY ORDERED that the findings set forth above and conclusions of
law stated herein below shall constitute the Court's findings of fact and
conclusions of law, pursuant to Rule 7052, Fed.R.Bankr.P., made applicable to
this proceeding pursuant to Rule 9014, Fed.R.Bankr.P. To the extent that any
findings of fact shall be determined to be a conclusion of law, it shall be so
deemed and vice versa:
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IT IS FURTHER ORDERED that all objections to confirmation of the Plan have
been resolved and withdrawn or are, hereby, overruled;
IT IS FURTHER ORDERED that the Disclosure Statement approved by Order of
the Court dated February 21, 2002 contains adequate information for the Plan
proposed by the Debtors;
IT IS FURTHER ORDERED that, except with respect to any entity which is an
underwriter as defined by 11 U.S.C. ss.1145(b), Section 5 of the Securities Act
of 1933 and any State or local laws requiring registration for offer or sale of
a security or registration or licensing of an issuer of, underwriter of, or
broker or dealer in a security do not apply to: (1) the issuance, sale and
distribution under the Plan, as modified, of any securities of the Debtors or of
any affiliate participating as a coproponent of the Plan in exchange for a claim
against, an interest in, or an administrative expense claim in the
above-captioned case concerning the Debtors or any such affiliate; (2) the offer
of a security through any warrant that was issued, sold and distributed in the
manner provided for above or the sale of a security upon the exercise of any
such warrant; (3) a transaction by a stockbroker in a security that is executed
after a transaction of a kind specified above in such security and before the
expiration of forty (40) days after the first date on which such security was
bonafide, offered to the public by the issuer or by or through an underwriter,
if such stockbroker provides, at the time of or before such transaction by such
stockbroker, the Disclosure Statement approved by this Court on February 21,
2002;
IT IS FURTHER ORDERED that the modifications to the Plan set forth in the
Immaterial Modifications to Amended Joint Plan of Reorganization filed by the
Debtors on April 3, 2002, the Second Immaterial Modifications to Amended Joint
Plan of Reorganization filed by the Debtors on April 9, 2002 and the Third
Immaterial Modifications to Amended Joint Plan of
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Reorganization filed by the Debtors on April 11, 2002 are not material and do
not modify the Plan so that it fails, as so modified, to meet the requirements
of 11 U.S.C. ss.1122 & 1123, and those modifications are incorporated into and
are a part of the Plan;
IT IS FURTHER ORDERED that the following language relating to the claims
and remedies of the Arizona Department of Revenue be added to Article VII(A) of
the Plan:
The failure of the Debtor to comply with the provisions of
the Plan concerning the liability owed to the Arizona Department
of Revenue, which includes, but is not limited to, the failure to
make the full and timely payment(s) shall constitute a default of
the Plan. If the Debtor fails to cure the default within ten (10)
days after written notice of the default from the Arizona
Department of Revenue or its agents, the entire balance due the
Arizona Department of Revenue shall be immediately due and owing.
Further, in the event of a default, the Arizona Department of
Revenue may enforce the entire amount of its claim, exercise any
and all rights and remedies under applicable nonbankruptcy law,
which includes, but is not limited to, state tax collection
procedures, and any other such relief as may be deemed
appropriate by the Bankruptcy Court; and
IT IS FURTHER ORDERED that the Amended Joint Plan of Reorganization filed
by the Debtors on January 24, 2002, a copy of which is attached hereto as
Exhibit "1," as modified by the Immaterial Modifications to Amended Joint Plan
of Reorganization filed by the debtors on April 3, 2002, the Second Immaterial
Modifications to Amended Joint Plan of Reorganization filed by the Debtors on
April 9, 2002, the Third Immaterial Modifications to Amended Joint Plan of
Reorganization filed by the Debtors on April 11, 2002 and the Incorporation of
the above-referenced language, is confirmed.
DATED this 11th day of April, 2002.
/s/ Charles G. Case
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Honorable Charles G. Case
United States Bankruptcy Judge
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APPROVED AS TO FORM AND CONTENT:
OFFICE OF THE ATTORNEY GENERAL
By: ___________________________________
Robert Hall, Esq.
1275 W. Washington
Phoenix, Arizona 85007
Attorney for Arizona Dept. of Revenue
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UNITED STATES BANKRUPTCY COURT
DISTRICT OF ARIZONA
NOTICE THAT EITHER EXHIBITS TO THIS ELECTRONICALLY FILED DOCUMENT ARE NOT
ATTACHED OR ALL PAGES OF THIS DOCUMENT ARE NOT ATTACHED.
There were either one or more exhibits and/or other attachments filed with this
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obtain copies from the filing attorney.
KEVIN E. O'BRIEN
CLERK OF COURT