EXHIBIT 99.1
JOHN J. BINGHAM, JR. [State Bar No. 075842] FILED
DANNING, GILL, DIAMOND & KOLLITZ, LLP JAN 23 2002
a limited liability partnership CLERK U.S. BANKRUPTCY COURT
composed of professional corporation CENTRAL DISTRICT OF CALIFORNIA
2029 Century Park East, Third Floor
Los Angeles, California 90067-2904 ENTERED
Telephone: (310)277-0077 JAN 24 2002
Facsimile: (310)277-5735 CLERK U.S. BANKRUPTCY COURT
CENTRAL DISTRICT OF CALIFORNIA
Attorneys for James J. Joseph,
Chapter 11 Trustee
Ronald Rus, Esq. [State Bar No. 067369]
Cathrine Castaldi, Esq. [State Bar No. 156089]
Rus, Miliband & Smith,
A Professional Corporation
2600 Michelson Drive, 7th Floor
Irvine, CA 92612
Attorneys for The Official Committee of
Equity Security Holders
UNITED STATES BANKRUPTCY COURT
CENTRAL DISTRICT OF CALIFORNIA
SANTA ANA DIVISION
) Case No. SA 98-27040-RA
) [Chapter 11]
VISION CAPITAL SERVICES ) In a Case Under Chapter 11
) of the Bankruptcy
CORPORATION, a California corporation; ) Code (11 U.S.C.Sec. 1101 et seq.)
)
Debtors and ) ORDER CONFIRMING JOINT CHAPTER 11
Debtors- in- Possession. ) PLAN PROPOSED BY CHAPTER 11
- ---------------------------------------) TRUSTEE AND THE OFFICIAL
_ Affects All Debtors. ) COMMITTEE OF EQUITY SECURITY
) HOLDERS AS MODIFIED AT HEARING
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VISION CAPITAL SERVICES )
CORPORATION, a California corporation; ) Date: December 21, 2001
Case No. SA 98-27040-RA ) Time: 3:30 p.m.
_ Affected by this Pleading ) Ctrm: 6C
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INCOME NETWORK COMPANY, INC., )
a California corporation; )
Case No. SA 98-27041-RA )
_ Affected by this Pleading )
)
)
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PERFORMANCE DEVELOPMENT INC., a )
California corporation )
Case No. SA 98-27042-RA )
_ Affected by this Pleading )
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PERFORMANCE CAPITAL )
MANAGEMENT, INC., a California )
corporation )
Case No. SA 98-27043-RA )
XX Affected by this Pleading )
- -- )
- ---------------------------------------)
ATLAS EQUITY INC., dba )
PERFORMANCE TELECOM, dba )
PERFORMANCE COMMUNICATIONS )
SERVICES, dba ALLEN RICHARDS )
& ASSOCIATES, a California corporation;)
Case No. SA 98-27044-RA )
Affected by this Pleading )
- -- )
- ---------------------------------------)
PERFORMANCE ASSET MANAGEMENT )
FUND, LTD., a California limited )
partnership )
Case No. SA 98-27098-RA )
XX Affected by this Pleading )
- -- )
- ---------------------------------------)
PERFORMANCE ASSET MANAGEMENT )
FUND II, LTD., a California Limited )
partnership )
Case No. SA 98-27098-RA )
XX Affected by this Pleading )
- -- )
- ---------------------------------------)
PERFORMANCE ASSET MANAGEMENT )
FUND III, LTD., a California limited )
partnership )
Case No. SA 98-27101-RA )
XX Affected by this Pleading )
- -- )
- ---------------------------------------)
PERFORMANCE ASSET MANAGEMENT )
FUND IV, LTD., a California limited )
partnership )
Case No. SA 98-27105-RA )
XX Affected by this Pleading )
- -- )
- ---------------------------------------)
PERFORMANCE ASSET MANAGEMENT )
FUND V, LTD., a California limited )
partnership )
Case No. SA 98-27106-RA )
XX Affected by this Pleading )
- -- )
- ---------------------------------------)
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The confirmation of the Joint Chapter 11 Plan Proposed by Chapter 11
Trustee and the Official Committee of Equity Security Holders ("the Plan"), came
on regularly for hearing on December 21, 2001 in Courtroom 6C of the
above-entitled Court, before the Honorable Robert W. Alberts, United States
Bankruptcy Judge after due and appropriate notice. The Plan Proponents (defined
as Chapter 11 Trustee, James J. Joseph (the "Trustee") and the Official
Committee of Equity Security Holders (the "Committee")), appeared by and through
their respective attorneys of record, Danning, Gill, Diamond & Kollitz, LLP, by
James J. Bingham, Esq., and Rus, Miliband, & Smith, a Professional Corporation,
by Cathrine M. Castaldi.
The Plan Proponents submitted the Plan and documentary evidence in
support of confirmation. The Plan Proponents moved for modification of the Plan
in one respect as further described at paragraph 3 and 4 herein, which
modification the Court finds to be immaterial. The Court having read and
considered the Plan and all supporting evidence, as well as the arguments of
counsel and being fully advised having determined the following findings and
conclusions, at the hearing:
1. Performance Capital Management, Inc., a California corporation
("PCM"); Performance Asset Management Fund, Ltd., a California limited
partnership ("PAM"); Performance Asset Management Fund II, Ltd,, a California
limited partnership ("PAM II"); Performance Asset Management Fund III, Ltd., a
California limited partnership ("PAM III"); Performance Asset Management Fund
IV, Ltd., a California limited partnership ("PAM IV"); Performance Asset
Management Fund V, Ltd., a California limited partnership ("PAM V")
(collectively, PAM I - V are referred to herein as the "PAM Funds") are the
Debtors filing voluntary Chapter 11 petitions under the United States Bankruptcy
Code (the "Bankruptcy Code"), 11 U.S.C. Sec. 101 et seq. on December 22 and 23,
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1998.
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2. The Plan Proponents filed their First Amended Disclosure
Statement on December 19, 2001 (the "Disclosure Statement"), and the Plan on
September 6, 2001. The Court approved the Disclosure Statement at a hearing on
October 12, 2001, and the Plan Proponents transmitted a copy of the Disclosure
Statement and Plan to the holders of claims and interests of the PAM Funds and
PCM.
3. The Plan Proponents proposed, and the Court accepted, a
non-material modification to the Plan, which modified the Plan to provide for
payment of interest at the rate of 4.47% per annum from December 23, 1998
(calculated in accordance with the Federal Post- Judgment Interest in existence
on December 23, 1998) to holders of allowed claims in Classes 4, 5, 6, 7 and 8
(unsecured claims against the PAM Funds).
4. The Plan was further modified to reflect that neither Phillip
Kief nor Richard Matthews would be serving as board members of Performance
Capital Management, LLC, a limited liability company ("PCMLLC").
5. The Plan complies with the applicable provisions of Title 11 of
the Bankruptcy Code.
6. The proponent of the Plan has complied with the applicable
provisions of Title 11 United States Code.
7. The Plan has been proposed in good faith and not by any means
forbidden by law.
8. Any payment made or promised by the Plan Proponents, by the
Debtor(s), or by 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, have been
disclosed to the Court; and any such payment made before confirmation of the
Plan is reasonable; or if such payment is to be fixed after confirmation of the
Plan, such payment is subject to the approval of the Court as reasonable.
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9. The Plan Proponents have disclosed the identity of any insider
that will be employed or retained PCMLLC, and the nature of any compensation for
such insider.
10. With respect to each class, 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 so receive
or retain if the Debtor were liquidated under chapter 7.
11. 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 a claim of a kind specified in section
507(a)(l) or 507(a)(2) of the Code, on the Effective Date of the Plan or as soon
as practicable thereafter, the holder of 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
sections 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 cash on the Effective Date of
the Plan equal to the allowed amount of such claim or including such interest as
provided at law; and
C. with respect to a claim of a kind specified in section
507(a)(8) of the Code, the holder of such claim will receive cash equal to the
allowed amount of such claim, including such interest as allowed at law on the
later of thirty (30) days after the Effective Date; thirty (30) days after a
Priority Tax Claim becomes an Allowed Priority Tax Claim; or thirty (30) days
after the Priority Tax Claim is allowed by a Final Order, as that term is
defined in the Plan.
12. At least one class of impaired claims has accepted the Plan,
determined without including any acceptance of the Plan by an insider holding a
claim of such class.
13. Confirmation of the Plan is not likely to be followed by the
liquidation, or the need for further financial reorganization of the Debtors, or
any successor to the Debtors under die Plan, unless such liquidation or
reorganization is proposed as part of the Plan.
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14. All fees payable under 28 U.S.C. Sec. 1930 have been paid or
the Plan provides for the payment of all such fees on the Effective Date of the
Plan.
15. All applicable requirements of subsection (a) of 11 U.S.C.
Sec. 1129 have been met with respect to the Plan, and the Plan does not
discriminate unfairly, and is fair and equitable, with respect to each class of
claims or interests that is impaired under and has not accepted the Plan, if
any.
ORDER
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IT IS HEREBY ORDERED that the Joint Chapter 11 Plan Proposed by
Chapter 11 Trustee and the Official Committee of Equity Security Holders dated
September 6, 2001, as modified in open court as set forth above, is confirmed.
IT IS FURTHER ORDERED that the Court shall retain jurisdiction to the
fullest extent provided by law.
IT IS FURTHER ORDERED that a status report ("Report") explaining what
progress has been made toward consummation of the confirmed plan of
reorganization must be filed by PCMLLC with the Court and served on the United
States Trustee, the twenty largest unsecured creditors of each Plan Debtor, and
on the Trustee and counsel for the Committee, and those parties who have
requested special notice no later than 6 months after entering of this Order.
Further Reports must be filed every six months thereafter and served on the same
entities, unless otherwise ordered by the Court.
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IT IS FURTHER ORDERED that when the case is fully administered,
PCMLLC shall file an application for final decree.
DATED: 1/23/02 /s/ ROBERT W. ALBERTS
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ROBERT W. ALBERTS
UNITED STATES BANKRUPTCY JUDGE
Submitted by:
RUS, MILIBAND & SMITH, APC
By: /s/ CATHERINE M. CASTALDI
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CATHERINE M. CASTALDI
Attorneys for The Official
Committee of Equity Security Holders
DANNING, GILL, DIAMOND & KOLLITZ, LLP
By: /s/ JOHN J. BINGHAM
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JOHN J. BINGHAM
Attorneys for James J. Joseph,
Chapter 11 Trustee
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