Case Nos. 00-34533 through 00-34535, 00-34537, 00-34538, Jointly Administered Under Case No. 00-34533.United States Bankruptcy Court, E.D. Virginia, Richmond Division.
May 12, 2005
Bruce H. Matson, Troy Savenko, Katherine Macaulay Mueller, LeCLAIR RYAN, A Professional Corporation, Richmond, Virginia, Counsel for the Debtors.
AMENDED ORDER (I) APPROVING FORM AND MANNER OF SOLICITATION PACKAGES; (II) ESTABLISHING RECORD DATE AND APPROVING PROCEDURES FOR DISTRIBUTION OF SOLICITATION PACKAGES; (III) APPROVING PROCEDURES FOR VOTE TABULATIONS; (IV) MODIFYING DEADLINES FOR FILING OBJECTIONS TO CONFIRMATION AND ACCEPTANCE OR REJECTIONS OF PLAN; AND (V) GRANTING RELATED RELIEF
DOUGLAS TICE, Chief Judge, Bankruptcy
Upon consideration of the Motion[1] of Heilig-Meyers Company and its affiliates (“the “Debtors”) pursuant to sections 1125 and 1126 of title 11 of the United States Code (the “Bankruptcy Code”), and Rules 2002, 3016, 3017 and 3020 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) for the entry of an order (i) approving the form and manner of the Debtors’ proposed solicitation packages relating to the Second Amended and Restated Joint Liquidating Plan of Reorganization Proposed by the Debtors and the Official Committee of Unsecured Creditors (the “Creditors’ Committee”), dated March 7, 2005 (including all exhibits thereto and as the same may be further amended, modified or supplemented from time to time,
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the “Plan”) and the related Disclosure Statement Pursuant to Section 1125 of the Bankruptcy Code for Amended and Restated Joint Liquidating Plan of Reorganization Proposed by the Debtors and the Official Committee of Unsecured Creditors (including all exhibits thereto and as amended, modified or supplemented from time to time, the “Disclosure Statement”); (ii) approving the form and manner of notice of the confirmation hearing; (iii) establishing a record date and approving procedures for distributing solicitation packages; (iv) approving the form of ballots; (v) establishing the deadline for the receipt of ballots; (vi) approving procedures for tabulating acceptances and rejections of the Plan; (vii) establishing the deadline and procedures for filing objections to confirmation of the Plan; and (viii) granting related relief; and it appearing that adequate and sufficient notice of the Motion has been given under the circumstances; and it further appearing that adequate and sufficient notice, pursuant to Bankruptcy Rule 2002(b), of the hearing to consider approval of the Motion has been given; and it appearing that the Court has approved the Disclosure Statement pursuant to an Order, entered April 29, 2005 [D.I. 6017] (the “Disclosure Statement Order”), and it further appearing that in light of the size and complexity of these cases, cause exists to modify the deadlines established in the Disclosure Statement Order for filing objections to the Plan and for voting to accept or reject the Plan; and all objections to the Motion have been overruled, after due deliberation and upon the Court’s determination that the relief requested in the Motion is in the best interests of the Debtors, their estates, creditors and other parties in interest; and sufficient cause appearing thereof, it is
HEREBY ORDERED THAT:
1. The Motion is granted.
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2. This Order amends and supersedes the Order entered by this Court on May 9, 2005 [D.I. 6027].
3. The Debtors shall mail or cause to be mailed to creditors entitled to vote on the Plan on or before thirty (30) days after of the entry of this Order a solicitation package containing: (a) written notice (the “Confirmation Hearing Notice”), substantially in the form annexed hereto as Exhibit A, of (i) the Court’s approval of the Disclosure Statement, (ii) the deadline for voting on the Plan, (iii) the date of the confirmation hearing, and (iv) the deadline and procedures for filing objections to the confirmation of the Plan, which Confirmation Hearing Notice is approved; (b) the Plan; (c) the Disclosure Statement, substantially in the form approved by the Court; (d) a ballot, as applicable, substantially in the forms annexed hereto in Exhibit D through Exhibit H, and a ballot return envelope; and (e) such other information as the Court may direct or approve (collectively, the “Solicitation Package”). The Solicitation Package and the manner of service of the Solicitation Package satisfies the requirements of Bankruptcy Rule 3017(d).
4. Pursuant to Bankruptcy Rule 3017(d), the Debtors are not required to transmit a Solicitation Package to the Non-Voting Creditors. The Debtors shall mail or cause to be mailed to each Non-Voting Creditor on or before thirty (30) days after the entry of this Order, the Non-Voting Creditor Notice, substantially in the form attached hereto as Exhibit B. The Debtors shall provide the Solicitation Package (at the Debtors’ expense to the extent required by Bankruptcy Rule 3017(e)) to any party in interest receiving the Confirmation Hearing Notice who makes a written request to the Debtors for any of the Solicitation Package.
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5. The Debtors shall publish notice (the “PublicationNotice”), substantially in the form annexed hereto as ExhibitC, in the national edition of USA Today on or before thirty (30) days after the entry of this Order.
6. April 12, 2005 is established as the record date (the “Record Date”) for the purposes of determining creditors and interest holders entitled to receive the Solicitation Package or the Non-Voting Creditor Notice and to vote on the Plan.
7. Any holder of a Claim (i) that appears on the Schedules as disputed, contingent or unliquidated and is not the subject of a timely filed proof of claim, (ii) that does not appear on the Schedules and is not the subject of a timely filed proof of claim or (iii) that appears on the Schedules in an amount of $0.00 or filed a timely filed proof of claim in the amount of $0.00, shall not be treated as a creditor with respect to such Claim for purposes of receiving distributions under the Plan, voting on the Plan or receiving notices, other than by publication.
8. Bankruptcy Services, LLC (“BSI” or the “BallotingAgent”) shall mail the Solicitation Package, tabulate the ballots, certify to the Court the results of the balloting and perform matters related thereto. The Debtors are directed to compensate and reimburse expenses incurred by BSI as Balloting Agent without further notice to parties in interest or order of the Court.
9. The Debtors are permitted to dispense with the mailing of Solicitation Packages, Confirmation Hearing Notices or Non-Voting Creditor Notices to addresses and entities to which the notice of the Disclosure Statement hearing was returned by the United States Postal Service as undeliverable, unless the Debtors are provided with an accurate address.
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10. The ballots, substantially in the form annexed hereto inExhibit D through Exhibit H, are hereby approved (the “Ballots”).
11. All Ballots (or master ballots cast on behalf of creditors) must be properly executed, completed and delivered to the Balloting Agent at Bankruptcy Services, LLC, 757 Third Avenue, New York, NY 10017, Attn: Heilig-Meyers Balloting Center by either (a) first class mail in the return envelope provided with the Ballots or (b) hand delivery or overnight delivery, so that the Ballots are received on or before August 5, 2005 at 4:00p.m. (prevailing Eastern Time), (the “Voting Deadline”). Ballots cast by facsimile or e-mail will not be counted, unless agreed to by the Debtors and the Committee in advance of submission of the Ballot.
Notice of Proceedings by Record Holders to Beneficial Holders
12. The Debtors listed all equity holders on their schedules. A portion of the equity holders have their equity interests registered with record holders in “street names” and the Debtors do not have, and would have difficulty obtaining the names and addresses of these beneficial holders. As a result, the Debtors do not have the ability to serve beneficial holders of equity interests with court papers in these cases, including the Non-Voting Creditor Notice.
13. To facilitate the record holders’ dissemination of the Non-Voting Creditor Notice, the Debtors will reimburse the actual costs incurred by record holders related to forwarding the Non-Voting Creditor Notice served on the record holders to their beneficial holders.
14. The record holders of the Debtors’ equity interests will forward the Non-Voting Creditor Notice to beneficial holders within three business days of their receipt of same. Any record holder unwilling to perform this duty shall immediately inform the Debtors and shall immediately deliver a list to the Debtors containing the names and addresses of the beneficial
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owners of the Interests, as of the Record Date, for which it holds the equity interests as nominee. The list shall be in appropriate electronic or other form as agreed to by the Debtors. BSI shall then mail the Non-Voting Creditor Notice as soon as practicable after receipt of the list, to such beneficial owners at the address indicated on the provided list.
Solicitation Procedures for Note Holders
15. Pursuant to Bankruptcy Rules 1007(i) and 3017(e), to permit mailing and facilitate the transmittal of Solicitation Packages to record holders and beneficial owners of Unsecured Notes, the Indenture Trustee will be required to provide the following documents to the Debtors within three business days after the Record Date: (i) a list in appropriate electronic or other format agreed to by the Debtors containing the names, addresses, and holdings of the respective record holders as of the Record Date (a “Record Holder Register”); and (ii) a list in appropriate electronic or other format agreed to by the Debtors containing the names and addresses of the Master Ballot Agents (not defined) and, for each Master Ballot Agent, the aggregate holdings of the beneficial owners for whom such Master Ballot Agent provides services (a “Master Ballot Agent Register”).[2]
16. The procedures set forth and approved in this Order for transmitting the notice to beneficial owners of interests, bonds, debentures, notes and other securities are adequate within the meaning of Bankruptcy Rule 3017(e).
17. Any Claim as to which an objection has been or may be filed before five (5) days prior to the Voting Deadline, shall not be counted for any purpose in determining whether the
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requirements of section 1126(c) of the Bankruptcy Code have been met, unless (a) such Claim has been temporarily allowed for voting purposes pursuant to Bankruptcy Rule 3018(a) and in accordance with the Motion, or (b) to the extent that the objection to such Claim has been resolved by the Court in favor of the creditor asserting the Claim.
18. For purposes of voting on the Plan, the amount of a claim held by a creditor shall be determined pursuant to the following guidelines:
a. The claim listed in the Debtors’ schedule of liabilities, provided that (i) such claim is not scheduled as contingent, unliquidated, undetermined or disputed and (ii) no proof of claim has been timely filed (or otherwise deemed timely filed by the Court under applicable law);
b. The noncontingent and liquidated amount specified in a proof of claim timely filed with the Court or BSI (or otherwise deemed timely filed by the Court under applicable law) to the extent the proof of claim is not the subject of an objection filed on or before five (5) days prior to the Voting Deadline (or, if such claim has been resolved pursuant to a stipulation or order entered by the Court, or otherwise resolved by the Court, the amount set forth in such stipulation or order); or
c. The amount temporarily allowed by the Court for voting purposes, pursuant to Bankruptcy Rule 3018(a), provided that a motion is brought, notice is provided and a hearing is held prior to the Confirmation Hearing, in accordance with the Bankruptcy Code, the Bankruptcy Rules and the Local Rules.
19. The Debtors or the Committee may object to any claim (as defined in section 101(5) of the Bankruptcy Code) for Plan voting purposes by filing a determination motion (the “DeterminationMotion”) with the Court on or before five (5) days prior to the Voting Deadline. The Court will conduct a hearing on any Determination Motion at the Confirmation Hearing or such other time as may be scheduled by the Court. If a Determination Motion is filed, the ruling by the Court on the Determination Motion shall be considered a ruling with respect to the allowance of the claim(s) under Bankruptcy Rule 3018 and such claim(s) shall be counted, for
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voting purposes only, in the amount determined by the Court. The filing of a Determination Motion or a ruling by the Court thereon, shall not affect the Debtors’ or the Committee’s right or ability to later object to such claim(s) for any other purposes, including distributions under the Plan.
20. Creditors seeking to have a claim temporarily allowed for purposes of voting to accept or reject the Plan pursuant to Bankruptcy Rule 3018(a) must file a motion (the “ClaimsEstimation Motion”) for such relief no later than five (5) days prior to the Voting Deadline. The Court will schedule a hearing on such motion for a date prior to the Confirmation Hearing.
21. The following voting procedures and standard assumptions shall be used in tabulating the Ballots:
a. For purposes of the numerosity requirement of section 1126(c) of the Bankruptcy Code, separate claims held by a single creditor in a particular class will be aggregated as if such creditor held one claim against the Debtors in such class, and the votes related to such claims shall be treated as a single vote to accept or reject the Plan.
b. Creditors must vote all of their claims within a particular class either to accept or reject the Plan and may not split their vote. Accordingly, a Ballot (or multiple Ballots with respect to multiple claims within a single class) that partially rejects and partially accepts the Plan shall not be counted.
c. Ballots that fail to indicate an acceptance or rejection of the Plan or that indicate both acceptance and rejection of the Plan, but which are otherwise properly executed and received prior to the Voting Deadline, shall be deemed to constitute an acceptance of the Plan.
d. Only Ballots that are timely received with original signatures will be counted. Unsigned Ballots will not be counted. Ballots received by facsimile or e-mail shall not be counted, unless agreed to by the Debtors and the Committee.
e. Ballots postmarked prior to the Voting Deadline, but received after the Voting Deadline, shall not be counted unless agreed to by the Debtors and the Committee.
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f. Ballots which are illegible, or contain insufficient information to permit the identification of the creditor, shall not be counted.
g. Whenever a creditor casts more than one Ballot voting the same claim prior to the Voting Deadline, the last Ballot received prior to the Voting Deadline shall be deemed to reflect the voter’s intent and supercede any prior Ballots.
h. If a creditor simultaneously casts inconsistent duplicate Ballots, with respect to the same claim, such Ballots shall not be counted.
i. Each creditor shall be deemed to have voted the full amount of its claim. Unless otherwise ordered by the Court, questions as to the validity, form, eligibility (including time of receipt), acceptance, and revocation or withdrawal of Ballots shall be determined by the Debtors and the Committee, each in its sole discretion, which determination shall be final and binding.
22. Any objection, comment or response to confirmation of the Plan (including any supporting memoranda) must be in writing, be filed with the Clerk of the Bankruptcy Court, together with proof of service, and shall (a) state the name and address of the objecting party and the amount of its claim or nature of its interest in the Debtors’ chapter 11 cases; (b) state with particularity the provision or provisions of the Plan objected to and for any objection asserted, the legal and factual basis for such objection; (c) provide proposed language to remedy the objection; and (d) be served upon the parties identified below, such that the objection is received by such parties and the Court by August 5, 2005 at 4:00 p.m. (prevailing Eastern Time). The Court shall consider only timely filed written objections. All objections not timely filed and served in accordance with the provisions of this Order are hereby deemed waived. Objections to confirmation of the Plan shall be served on the following parties: (a) LeClair Ryan, A Professional Corporation, Attn: Bruce H. Matson, Esq., 951 East Byrd Street, P.O. Box 2499, Richmond, Virginia 23218-2499 (counsel for the Debtors), (b) Bilzin Sumberg Baena Price
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Axelrod LLP, Attn: Robert Turken, Esq., Wachovia Financial Center, 200 South Biscayne Blvd., Suite 2500, Miami, Florida 33131 (special counsel for the Debtors); (c) Akin Gump Strauss Hauer Feld LLP, Attn: Michael S. Stamer, Esq., 590 Madison Avenue, New York, New York 10022 (counsel for the Committee); (d) Moore Van Allen, Attn: David Walls, Esq., 100 North Tryon Street, Charlotte, NC 28202-4003, and Kutak Rock LLP, Attn: Kevin Huennekens, Esq., 1111 E. Main Street, Suite 800, Richmond, Virginia 23219 (co-counsel to the Pre-Petition Lenders), and (e) Office of the United States Trustee, Attn: Leander D. Barnhill, Esq., 600 East Main Street, Suite 301, Richmond, Virginia 23219.
23. Any party supporting the Plan shall be afforded an opportunity to file a response to any objection to confirmation of the Plan, prior to the Confirmation Hearing.
24. A hearing shall be held before this Court on September 26,2005 at 10:00 a.m. (prevailing Eastern Time), at the United States Bankruptcy Court for the Eastern District of Virginia, 1100 E. Main Street, Room 301, Richmond, Virginia 23219, or as soon thereafter as counsel can be heard, to consider confirmation of the Plan (the “Confirmation Hearing”).
25. The Confirmation Hearing may be adjourned from time to time without further notice to creditors and other parties-in-interest by an announcement of the adjourned date at the Confirmation Hearing or any adjournment thereof.
26. Prior to mailing the Plan, Disclosure Statement, Solicitation Packages, the Confirmation Hearing Notices or Non-Voting Creditor Notices, the Debtors may fill in any missing dates and other information, correct any typographical errors and make such other nonmaterial, non-substantive changes as it deems appropriate.
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27. This Court shall retain jurisdiction over all matters related to or arising from the Motion or the interpretation or implementation of this Order.
EXHIBIT A
UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA Richmond Division
In re: ) Chapter 11 Cases )
HEILIG-MEYERS COMPANY, et al., ) Case Nos. 00-34533 through 00-34535 and ) Case Nos. 00-34537 and 00-34538
) ) Jointly Administered Under Debtors. ) Case No. 00-34533
NOTICE OF (I) APPROVAL OF DISCLOSURE STATEMENT, (II) DEADLINE FOR VOTING ON THE AMENDED AND RESTATED JOINT LIQUIDATING PLAN OF REORGANIZATION PROPOSED BY HEILIG-MEYERS COMPANY, HEILIG-MEYERS FURNITURE COMPANY, HEILIG-MEYERS FURNITURE COMPANY WEST, INC., HMY STAR, INC., AND MacSAVER FINANCIAL SERVICES, INC. AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, (III) HEARING TO CONSIDER CONFIRMATION OF THE PLAN, AND (IV) DEADLINE AND PROCEDURES FOR FILING OBJECTIONS TO CONFIRMATION OF THE PLAN
TO: ALL HOLDERS OF CLAIMS IN CLASS 5(A) and Class 5(B)
PLEASE TAKE NOTICE THAT YOUR VOTE IS BEING SOLICITED IN CONNECTION WITH THE AMENDED AND RESTATED JOINT LIQUIDATING PLAN OF REORGANIZATION PROPOSED BY HEILIG-MEYERS COMPANY, HEILIG-MEYERS FURNITURE COMPANY, HEILIG-MEYERS FURNITURE COMPANY WEST, INC., HMY STAR, INC., AND MacSAVER FINANCIAL SERVICES, INC. (COLLECTIVELY, THE “DEBTORS”), AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS (INCLUDING ALL EXHIBITS THERETO AND AS THE SAME MAY BE FURTHER AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME, THE “PLAN”).[1] YOU SHOULD CAREFULLY REVIEW THE MATERIAL SET FORTH IN THE DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE FOR AMENDED AND RESTATED JOINT LIQUIDATING PLAN OF REORGANIZATION PROPOSED BY HEILIG-MEYERS COMPANY, HEILIG-MEYERS FURNITURE COMPANY, HEILIG-MEYERS FURNITURE COMPANY WEST, INC., HMY STAR, INC., AND MacSAVER FINANCIAL SERVICES, INC. AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS (INCLUDING ALL EXHIBITS THERETO AND AS THE SAME MAY BE FURTHER AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME, THE “DISCLOSURE STATEMENT”) ENCLOSED HEREWITH, IN ORDER TO MAKE AN INDEPENDENT DETERMINATION AS TO WHETHER TO VOTE TO ACCEPT OR REJECT THE PLAN.
THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS (THE “CREDITORS’ COMMITTEE”) URGES ALL HOLDERS OF CLASS 5(A) and Class 5(B) CLAIMS TO VOTE TO ACCEPT THE PLAN.
APPROVAL OF DISCLOSURE STATEMENT
PLEASE TAKE FURTHER NOTICE that, by Order dated [DATE], 2005, the United States Bankruptcy Court for the Eastern District of Virginia (the “Bankruptcy Court”) approved the Disclosure Statement as containing adequate information within the meaning of section 1125 of title 11 of the United States Code (the “Bankruptcy Code”).
DEADLINE FOR VOTING ON THE PLAN
PLEASE TAKE FURTHER NOTICE that, by Order dated [DATE], 2005, the Court established [DATE], 2005 at 4:00 p.m. (Eastern Time) (the “Voting Deadline”) as the deadline by which ballots accepting or rejecting the Plan must be received. To be counted, your ballot (which is enclosed herewith) or the master ballot cast on your behalf must actually be received on or before the Voting Deadline by Bankruptcy Services, LLC (the “BallotingAgent”), 757 Third Avenue, Third Floor, New York, NY 10017, Attn: Heilig-Meyers Balloting Center. Ballots received byfacsimile or email will not be counted.
CONFIRMATION HEARING
PLEASE TAKE FURTHER NOTICE that, on [DATE], 2005 at [TIME](Eastern Time), or as soon thereafter as counsel may be heard, a hearing will be held before the Honorable Douglas O. Tice, Jr., in the Bankruptcy Court, 1100 East Main Street, Richmond, Virginia 23219, to consider confirmation of the Plan, as the same may be further amended, modified, or supplemented from time to time and for such other and further relief as may be just (the “Confirmation Hearing”).
PLEASE TAKE FURTHER NOTICE that the Confirmation Hearing may be adjourned from time to time without further notice to creditors or other parties in interest, other than by an announcement of such an adjournment in open court at the Confirmation Hearing or any adjournment thereof. Additionally, the Plan may be modified in accordance with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and other applicable law, without further notice, prior to or as a result of the Confirmation Hearing.
SUMMARY OF PLAN INJUNCTION AND EXCULPATION
PLEASE TAKE FURTHER NOTICE that the Plan contains the injunction and exculpation provisions set forth below:
Injunction. Except as otherwise provided in this Plan, all Persons who have held, hold, or may hold Claims against or Interests in the Debtors are permanently enjoined from taking any of the following actions against the Estate(s), the Liquidation Trustee, or any other Debtors’ property on account of any such Claims or Interests including, but not limited to: (i) commencing or continuing, in any manner or in any place, any action or other proceeding; (ii) enforcing, attaching, collecting or recovering in any manner any judgment, award, decree or order; (iii) creating, perfecting or enforcing any lien or encumbrance: (iv) asserting a setoff, right of subrogation or recoupment of any kind against any debt, liability or obligation due to the Debtors; and (v) commencing or continuing, in any manner or in any place, any action that does not comply with or is inconsistent with the provisions of this Plan; provided,however, that nothing contained herein shall (x) preclude such Persons from exercising their rights pursuant to and consistent with the terms of this Plan, or (y) apply with respect to (i) any Cause of Action held by a governmental entity existing as of the Effective Date, based on the Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, or other securities laws of the United States or (ii) the determination, assessment or perfection of any Claim arising under the Internal Revenue Code or other domestic state, city or municipal tax code.
Exculpation and Limitation of Liability. Except as otherwise specifically provided in this Plan and the Plan Supplement, the Debtors, the Liquidation Trustee, the Liquidation Trust Committee, the members of the Liquidation Trust Committee, the Creditors’ Committee, the current and former members of the Creditors’ Committee in their capacities as such, and any of such parties’ respective present officers, directors, employees, advisors, attorneys, representatives, financial advisors, investment bankers, or agents and any of such parties’ successors and assigns, shall not have or incur, and are hereby released from, any claim, obligation, Cause of Action, or liability to one another or to any Claimholder or Interestholder, or any other party in interest, or any of their respective agents, employees, representatives, financial advisors, attorneys or Affiliates, or any of their successors or assigns, for any act or omission in connection with, relating to, or arising out of the Chapter 11 Cases, negotiation and filing of this Plan, the pursuit of confirmation of this Plan, the consummation of this Plan, the administration of this Plan or the property to be distributed under this Plan, except for their fraud, gross negligence or willful misconduct, and in all respects shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities under this Plan; provided,however, that no Person shall enjoy the benefit of this provision if any claim or objection has been asserted in writing prior to the Confirmation Date.
DEADLINE FOR OBJECTIONS TO CONFIRMATION OF THE PLAN
PLEASE TAKE FURTHER NOTICE that objections, if any, to confirmation of the Plan, including any supporting memoranda, must be in writing, be filed with the Bankruptcy Court, together with proof of service, and shall (a) state the name and address of the objecting party and the amount of its claim or the nature of its interest in the Debtors’ chapter 11 case, (b) state with particularity the provision or provisions of the Plan objected to and for any objection asserted, the legal and factual basis for such objection, (c) provide proposed language to remedy the objection, and (d) be served upon: (a) LeClair Ryan, A Professional Corporation, Attn: Bruce H. Matson, Esq., 951 East Byrd Street, P.O. Box 2499, Richmond, Virginia 23218-2499 (counsel for the Debtors), (b) Bilzin Sumberg Baena Price
Axelrod LLP, Attn: Robert Turken, Esq., Wachovia Financial Center, 200 South Biscayne Blvd., Suite 2500, Miami, Florida 33131 (special counsel for the Debtors); (c) Akin Gump Strauss Hauer Feld LLP, Attn: Michael S. Stamer, Esq., 590 Madison Avenue, New York, New York 10022 (counsel for the Creditors’ Committee); (d) Moore Van Allen, Attn: David Walls, Esq., 100 North Tryon Street, Charlotte, NC 28202-4003, and Kutak Rock LLP, Attn: Kevin Huennekens, Esq., 1111 E. Main Street, Suite 800, Richmond, Virginia 23219 (co-counsel to the Pre-Petition Lenders), and (e) Office of the United States Trustee, Attn: Leander D. Barnhill, Esq., 600 East Main Street, Suite 301, Richmond, Virginia 23219, by hand delivery or in a manner as to cause such objection to be received by all such parties on or before 4:00 p.m. (prevailing Eastern Time) on [DATE], 2005. Any objections not filed and served as set forth above shall be deemed waived and will not be considered by the Court.
EXHIBIT B
UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA Richmond Division
In re: ) Chapter 11 Cases )
HEILIG-MEYERS COMPANY, et al., ) Case Nos. 00-34533 through 00-34535 and ) Case Nos. 00-34537 and 00-34538
) ) Jointly Administered Under Debtors. ) Case No. 00-34533
NOTICE OF (I) APPROVAL OF DISCLOSURE STATEMENT, (II) HEARING TO CONSIDER CONFIRMATION OF THE PLAN, AND (III) DEADLINE AND PROCEDURES FOR FILING OBJECTIONS TO CONFIRMATION OF THE PLAN
TO: ALL HOLDERS OF CLAIMS IN CLASS 1, CLASS 2(A), CLASS 2(B), CLASS 2(C), CLASS 3, CLASS 4, AND CLASS 6 AND HOLDERS OF INTERESTS IN CLASS 7
APPROVAL OF DISCLOSURE STATEMENT
PLEASE TAKE NOTICE that, by Order dated [DATE], 2005, the United States Bankruptcy Court for the Eastern District of Virginia (the “Bankruptcy Court”) approved the Disclosure Statement Pursuant to Section 1125 of the Bankruptcy Code For Amended And Restated Joint Liquidating Plan of Reorganization Proposed By Heilig-Meyers Company, Heilig-Meyers Furniture Company, Heilig-Meyers Furniture Company West, Inc., HMY Star, Inc., and MacSaver Financial Services, Inc. and the Official Committee of Unsecured Creditors (including all exhibits thereto and as the same may be further amended, modified or supplemented from time to time, the “Disclosure Statement”) as containing adequate information within the meaning of section 1125 of title 11 of the United States Code (the “Bankruptcy Code”).
CONFIRMATION HEARING
PLEASE TAKE FURTHER NOTICE that, on [DATE], 2005 at [TIME](Eastern Time), or as soon thereafter as counsel may be heard, a hearing will be held before the Honorable Douglas O. Tice, Jr., in the Bankruptcy Court, 1100 East Main Street, Richmond, Virginia 23219, to consider confirmation of the Amended And Restated Joint Liquidating Plan of Reorganization Proposed By Heilig-Meyers Company, Heilig-Meyers Furniture Company, Heilig-Meyers Furniture Company West, Inc., HMY Star, Inc., and MacSaver Financial Services, Inc. and the Official Committee of Unsecured Creditors (including all exhibits thereto and as the same may be further amended, modified or supplemented from time to time, the “Plan”)[1] and such other and further relief as may be just (the “Confirmation Hearing”).
PLEASE TAKE FURTHER NOTICE that the Confirmation Hearing may be adjourned from time to time without further notice to creditors or other parties in interest, other than by an announcement of such an adjournment in open court at the Confirmation Hearing or any adjournment thereof. Additionally, the Plan may be modified in accordance with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and other applicable law, without further notice, prior to or as a result of the Confirmation Hearing.
If you are the record holder of equity interests, and not the ultimate beneficial owner of such interest, pursuant to an order of the Bankruptcy Court dated April __, 2005, within three business days of receiving this notice, you are directed to cause a copy of this Notice to be delivered to each beneficial owner of such interest or to provide a list of beneficial owners to the Debtors so that they may deliver this Notice to the beneficial owners. Additional copies of this notice are available from the undersigned, counsel to the Debtors, at no cost to you.
CLASSES OF CLAIMS NOT ENTITLED TO VOTE
PLEASE TAKE FURTHER NOTICE that, in accordance with the terms of the Plan and the Bankruptcy Code, holders of Claims in Class 1, Class 2(a), Class 2(b), Class 2(c), Class 3, and Class 4 are deemed to have accepted the Plan, and holders of Claims in Class 6 and Interests in Class 7 are deemed to not have accepted the Plan. In addition, Administrative Claims, Priority Tax Claims and DIP Lender Claims are unclassified and are not entitled to vote to accept or reject the Plan. You have received this notice because you may be a holder of either an Administrative Claim, Priority Tax Claim, DIP Lender Claim, or Claim or Interest, as applicable, in Class 1, Class 2(a), Class 2(b), Class 2(c), Class 3, Class 4, Class 6, or Class 7.
SUMMARY OF PLAN AS IT RELATES TO HOLDERS OF EQUITY INTERESTS
This plan is a liquidating plan for all of the Debtors. Holders of Funded Debt Unsecured Claims will receive an estimated recovery of 4.8%, and holders of Heilig Unsecured Claims will receive an estimated recovery of 3.5%. Consequently, there are not sufficient assets in the Debtors’ estates to make any distribution to holders of equity interests. The Plan provides that the holders of equity Interests will receive no distribution and all equity interests will be deemed cancelled as of the effective date.
SUMMARY OF PLAN INJUNCTION AND EXCULPATION
PLEASE TAKE FURTHER NOTICE that the Plan contains the injunction and exculpation provisions set forth below:
Injunction. Except as otherwise provided in this Plan, all Persons who have held, hold, or may hold Claims against or Interests in the Debtors are permanently enjoined from taking any of the following actions against the Estate(s), the Liquidation Trustee, or any other Debtors’ property on account of any such Claims or Interests including, but not limited to: (i) commencing or continuing, in any manner or in any place, any action or other proceeding; (ii) enforcing, attaching, collecting or recovering in any manner any judgment, award, decree or order; (iii) creating, perfecting or enforcing any lien or encumbrance; (iv) asserting a setoff, right of subrogation or recoupment of any kind against any debt, liability or obligation due to the Debtors; and (v) commencing or continuing, in any manner or in any place, any action that does not comply with or is inconsistent with the provisions of this Plan; provided,however, that nothing contained herein shall (x) preclude such Persons from exercising their rights pursuant to and consistent with the terms of this Plan, or (y) apply with respect to (i) any Cause of Action held by a governmental entity existing as of the Effective Date, based on the Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, or other securities laws of the United States or (ii) the determination, assessment or perfection of any Claim arising under the Internal Revenue Code or other domestic state, city or municipal tax code.
Exculpation and Limitation of Liability. Except as otherwise specifically provided in this Plan and the Plan Supplement, the Debtors, the Liquidation Trustee, the Liquidation Trust Committee, the members of the Liquidation Trust Committee, the Creditors’ Committee, the current and former members of the Creditors’ Committee in their capacities as such, and any of such parties’ respective present officers, directors, employees, advisors, attorneys, representatives, financial advisors, investment bankers, or agents and any of such parties’ successors and assigns, shall not have or incur, and are hereby released from, any claim, obligation, Cause of Action, or liability to one another or to any Claimholder or Interestholder, or any other party in interest, or any of their respective agents, employees, representatives, financial advisors, attorneys or Affiliates, or any of their successors or assigns, for any act or omission in connection with, relating to, or arising out of the Chapter 11 Cases, negotiation and filing of this Plan, the pursuit of confirmation of this Plan, the consummation of this Plan, the administration of this Plan or the property to be distributed under this Plan, except for their fraud, gross negligence or willful misconduct, and in all respects shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities under this Plan; provided,however, that no Person shall enjoy the benefit of this provision if any claim or objection has been asserted in writing prior to the Confirmation Date.
DEADLINE FOR OBJECTIONS TO CONFIRMATION OF THE PLAN
PLEASE TAKE FURTHER NOTICE that objections, if any, to confirmation of the Plan, including any supporting memoranda, must be in writing, be filed with the Bankruptcy Court, together with proof of service, and shall (1) state the name and address of the objecting party and the amount of its claim or the nature of its interest in the Debtors’ chapter 11 cases, (2) state with particularity the provision or provisions of the Plan objected to and for any objection asserted, the legal and factual basis for such objection, (3) provide proposed language to remedy the objection, and (4) be served upon: (a) LeClair Ryan, A Professional Corporation, Attn: Bruce H. Matson, Esq., 951 East Byrd Street, P.O. Box 2499, Richmond, Virginia 23218-2499 (counsel for the Debtors), (b) Bilzin Sumberg Baena Price
Axelrod LLP, Attn: Robert Turken, Esq., Wachovia Financial Center, 200 South Biscayne Blvd., Suite 2500, Miami, Florida 33131 (special counsel for the Debtors); (c) Akin Gump Strauss Hauer Feld LLP, Attn: Michael S. Stamer, Esq., 590 Madison Avenue, New York, New York 10022 (counsel for the Creditors’ Committee); (d) Moore Van Allen, Attn: David Walls, Esq., 100 North Tryon Street, Charlotte, NC 28202-4003, and Kutak Rock LLP, Attn: Kevin Huennekens, Esq., 1111 E. Main Street, Suite 800, Richmond, Virginia 23219 (co-counsel to the Pre-Petition Lenders), and (e) Office of the United States Trustee, Attn: Leander D. Barnhill, Esq., 600 East Main Street, Suite 301, Richmond, Virginia 23219 by hand delivery or in a manner as to cause such objection to be received by all such parties on or before 4:00 p.m. (prevailing Eastern Time) on [DATE], 2005. Any objections not filed and served as set forth above shall be deemed waived and will not be considered by the Court.
COPIES OF THE PLAN AND DISCLOSURE STATEMENT
PLEASE TAKE FURTHER NOTICE that copies of the Plan and Disclosure Statement have been filed with the Bankruptcy Court and the Debtors shall provide the Solicitation Package, at the Debtors’ expense, upon written request to LeClair Ryan, P.C., ATTN: Bruce H. Matson, Esq., 951 East Byrd Street, P.O. Box 2499, Richmond, VA 23218-2499, or by contacting counsel to the Creditors’ Committee as indicated below, at your option, and at no cost to you. In addition, you may download such documents at your own expense from the Bankruptcy Court’s website atwww.vaeb.uscourts.gov.
EXHIBIT C
UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA Richmond Division
In re: ) Chapter 11 Cases HEILIG-MEYERS COMPANY, et al., ) Case Nos. 00-34533 through 00-34535 and ) Case Nos. 00-34537 and 00-34538
) ) Jointly Administered Under Debtors. ) Case No. 00-34533
NOTICE OF (I) APPROVAL OF DISCLOSURE STATEMENT, (II) DEADLINE FOR VOTING ON THE PLAN, (III) HEARING TO CONSIDER CONFIRMATION OF THE PLAN, AND (IV) DEADLINE AND PROCEDURES FOR FILING OBJECTIONS TO CONFIRMATION OF THE PLAN PLEASE TAKE NOTICE OF THE FOLLOWING:
1. By Order dated [DATE], 2005, the United States Bankruptcy Court for the Eastern District of Virginia (the “BankruptcyCourt”) approved the Disclosure Statement Pursuant to Section 1125 of the Bankruptcy Code For Amended And Restated Joint Liquidating Plan of Reorganization Proposed By Heilig-Meyers Company, Heilig-Meyers Furniture Company, Heilig-Meyers Furniture Company West, Inc., HMY Star, Inc., and MacSaver Financial Services, Inc. and the Official Committee of Unsecured Creditors (including all exhibits thereto and as the same may be further amended, modified or supplemented from time to time, the “Disclosure Statement”) submitted by Heilig-Meyers Company, Heilig-Meyers Furniture Company, Heilig-Meyers Furniture Company West, Inc., HMY Star, Inc., and MacSaver Financial Services, Inc. (the “Debtors”) and the Official Committee of Unsecured Creditors (the “Committee”) of the Debtors as containing “adequate information” within the meaning of section 1125 of title 11 of the United States Code (the “Bankruptcy Code”).
2. The Bankruptcy Court established [DATE], 2005 at 4:00 p.m.(Eastern Time) as the deadline (the “Voting Deadline”) by which all ballots accepting or rejecting the Amended And Restated Joint Liquidating Plan of Reorganization Proposed By Heilig-Meyers Company, Heilig-Meyers Furniture Company, Heilig-Meyers Furniture Company West, Inc., HMY Star, Inc., and MacSaver Financial Services, Inc. and the Official Committee of Unsecured Creditors (including all exhibits thereto and as the same may be further amended, modified or supplemented from time to time, the “Plan”) must be received. All parties entitled to and desiring to vote on the Plan must return ballots to accept or reject the Plan so that the ballots or master ballots cast on their behalf are actually received by the Voting Deadline, by Bankruptcy Services, LLC at the following address: 757 Third Avenue, Third Floor, New York, NY 10017, ATTN: Heilig-Meyers. Balloting Center. Any ballots received after the Voting Deadlinewill not be counted.
3. On [DATE], 2005 at [TIME] (Eastern Time), or as soon thereafter as counsel may be heard, a hearing will be held before the Honorable Douglas O. Tice, Jr., in the Bankruptcy Court, 1100 East Main Street, Richmond, Virginia 23219, to consider confirmation of the Plan, and for such other and further relief as may be just (the “Confirmation Hearing”).
4. Objections to confirmation of the Plan, including, without limitation to the releases described therein, must be in writing, filed with the Bankruptcy Court, together with proof of service, and shall (a) state the name and address of the objecting party and the amount of its claim or the nature of its interest in the Debtors’ chapter 11 cases, (b) state with particularity the provision or provisions of the Plan objected to and, for any objection asserted, the legal and factual basis for such objection, (c) provide proposed language to remedy the objection and (d) be served upon: (a) LeClair Ryan, A Professional Corporation, Attn: Bruce H. Matson, Esq., 951 East Byrd Street, P.O. Box 2499, Richmond, Virginia 23218-2499 (counsel for the Debtors), (b) Bilzin Sumberg Baena Price Axelrod LLP, Attn: Robert Turken, Esq., Wachovia Financial Center, 200 South Biscayne Blvd., Suite 2500, Miami, Florida 33131 (special counsel for the Debtors); (c) Akin Gump Strauss Hauer Feld LLP, Attn: Michael S. Stamer, Esq., 590 Madison Avenue, New York, New York 10022 (counsel for the Creditors’ Committee); (d) Moore Van Allen, Attn: David Walls, Esq., 100 North Tryon Street, Charlotte, NC 28202-4003, and Kutak Rock LLP, Attn: Kevin Huennekens, Esq., 1111 E. Main Street, Suite 800, Richmond, Virginia 23219 (co-counsel to the Pre-Petition Lenders), and (e) Office of the United States Trustee, Attn: Leander D. Barnhill, Esq., 600 East Main Street, Suite 301, Richmond, Virginia 23219, by hand delivery or in a manner as to cause such objection to bereceived by such parties on or before 4:00 p.m. (Eastern Time)on [DATE], 2005. Any objection not filed and served as set forth above will be deemed waived and will not be considered by the Court.
5. Copies of the Plan and Disclosure Statement have been filed with the Bankruptcy Court and may be obtained by parties in interest at your own expense, unless otherwise specifically required by Bankruptcy Rule 3017(d), upon written request to Bankruptcy Services LLC, 757 Third Avenue, Third Floor, New York, NY 10017, or by contacting counsel to the Debtors or Committee as indicated below. In addition, you may download such documents at your own expense from the Bankruptcy Court’s website atwww.vaeb.uscourts.gov.
EXHIBIT D
UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA Richmond Division
In re: ) Chapter 11 Cases )
HEILIG-MEYERS COMPANY, et al., ) Case Nos. 00-34533 through 00-34535 and ) Case Nos. 00-34537 and 00-34538
) ) Jointly Administered Under Debtors. ) Case No. 00-34533
BALLOT FOR ACCEPTING OR REJECTING THE AMENDED AND RESTATED JOINT LIQUIDATING PLAN OF REORGANIZATION PROPOSED BY HEILIG-MEYERS COMPANY, HEILIG-MEYERS FURNITURE COMPANY, HEILIG-MEYERS FURNITURE COMPANY WEST, INC., HMY STAR, INC., AND MacSAVER FINANCIAL SERVICES, INC. AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS CLASS 5(A): BALLOT FOR FUNDED DEBT UNSECURED CLAIMS ARISING UNDER INDENTURES THE VOTING DEADLINE TO ACCEPT OR REJECT THE PLAN IS 4:00 P.M., PREVAILING EASTERN TIME, ON [DATE]. NOTE THIS BALLOT OR MASTER BALLOT CAST ON YOUR BEHALF MUST BE ACTUALLY RECEIVED BY THE BALLOTING AGENT BY THIS DEADLINE IN ORDER TO BE COUNTED.
This ballot (the “Noteholder Ballot”) is submitted to you in connection with the solicitation of votes to accept or reject the Amended and Restated Joint Liquidating Plan Of Reorganization Proposed By Heilig-Meyers Company, Heilig-Meyers Furniture Company, Heilig-Meyers Furniture Company West, Inc., HMY Star, Inc., and MacSaver Financial Services, Inc. and The Official Committee of Unsecured Creditors (including all exhibits thereto and as the same may be further amended, modified or supplemented from time to time, the “Plan”) submitted by Heilig-Meyers Company, Heilig-Meyers Furniture Company, Heilig-Meyers Furniture Company West, Inc., HMY Star, Inc., and MacSaver Financial Services, Inc. the above-captioned debtor and debtor in possession (the “Debtors”), and the Official Committee of Unsecured Creditors (the “Creditors’ Committee”) of the Debtors and described in the related disclosure statement approved by order of the United States Bankruptcy Court for the Eastern District of Virginia (the “Disclosure Statement”). Capitalized terms used in this Noteholder Ballot or the attached instructions that are not otherwise defined have the meanings given to them in the Plan.
Class 5(a) Funded Debt Unsecured Claims which arise under the Indentures include the following debt securities (collectively, the “Unsecured Notes”):
(i) $200 million in aggregate principal amount of 7-7/8% Notes due August 1, 2003 (the principal terms of which were established in an officers’ certificate dated as of August 9, 1996);
(ii) $100 million in aggregate principal amount of 7.40% Notes due February 15, 2002 (the “principal terms of which were established in an officers’ certificate dated as of February 25, 1997); and
(iii) $175 million in aggregate principal amount of 7.60% Notes due August 1, 2007 (the principal terms of which were established in an officers’ certificate dated as of August 5, 1997).
THIS NOTEHOLDER BALLOT IS TO BE USED FOR VOTING BY THE BENEFICIAL OWNERS OF THE UNSECURED NOTES DESCRIBED ABOVE.
IN ORDER FOR YOUR VOTE TO BE COUNTED, YOUR PROPERLY COMPLETED NOTEHOLDER BALLOT (OR THE MASTER NOTE BALLOT CAST ON YOUR BEHALF) MUST BE RECEIVED BY THE BALLOTING AGENT BY 4:00 P.M., PREVAILING EASTERN TIME, ON [DATE], UNLESS SUCH TIME IS EXTENDED BY THE DEBTORS AND THE COMMITTEE.
IMPORTANT IF THE ENCLOSED ENVELOPE IS ADDRESSED TO YOUR NOMINEE, PLEASE ALLOW ENOUGH TIME FOR THE NOMINEE TO RECEIVE YOUR NOTEHOLDER BALLOT AND TRANSMIT YOUR VOTE ON A MASTER NOTES BALLOT BEFORE THE VOTING DEADLINE PLEASE COMPLETE ITEMS 1 THROUGH 4. IF THIS NOTEHOLDER BALLOTIS NOT SIGNED ON THE APPROPRIATE LINES BELOW, THIS BALLOT WILLNOT BE VALID OR COUNTED AS HAVING BEEN CAST.
PLEASE COMPLETE THE FOLLOWING:
Item 1. Principal Amount of Unsecured Notes Voted. The undersigned certifies that as of [DATE] (the record date under the Solicitation Procedures Order), the undersigned is either the beneficial owner, or the nominee of a beneficial owner, of Unsecured Notes in the following unpaid aggregate principal amount (insert amount in box below). If your Unsecured Notes are held by a nominee on your behalf and you do not know the amount, please contact your nominee immediately.
$
Item 2. Vote. The beneficial owner of Unsecured Notes in the amount set forth in Item 1 (the “Beneficial Owner”) hereby votes to:
Check one Box: Accept the Plan Reject the Plan
Item 3. Identify all Other Class 5(a) Claims Voted. By returning this Noteholder Ballot, the Beneficial Owner certifies that (a) this Noteholder Ballot is the only ballot submitted for Class 5(a) Claims held by such Beneficial Owner, except for the Class 5(a) Claims identified in the table below, and (b) all Ballots for Class 5(a) Claims submitted by the Beneficial Owner indicate the same vote to accept or reject the Plan that the Beneficial Owner has indicated in Item 2 of this Noteholder Ballot (please use additional sheets of paper if necessary):
Item 4. Certification. By returning this Noteholder Ballot, the Beneficial Owner certifies that it (a) has full power and authority to vote to accept or reject the Plan with respect to the Unsecured Notes listed in Item 1, (b) was the Beneficial Owner of the Unsecured Notes on [DATE] (the record date under the Solicitation Procedures Order), and (c) has received a copy of the Disclosure Statement and the other applicable solicitation materials and understands that the solicitation of votes for the Plan is subject to all the terms and conditions set forth in the Disclosure Statement.
Name of Claimant: ______________________________________________ (Print or Type)
Social Security No. or Federal Tax I.D. No.: ______________________________________________ Signature: ___________________________________ By: __________________________________________ Title: _______________________________________ Street Address: ______________________________ City, State, Zip Code: _______________________ Telephone Number: ____________________________ (include area code) Date Completed: ______________________________
VOTING INSTRUCTIONS FOR COMPLETING THE NOTEHOLDER BALLOT
1. The Voting Deadline is 4:00 p.m. Eastern Time, on [DATE], unless extended by the Debtors and the Committee. IF THE ENCLOSED ENVELOPE IS ADDRESSED TO YOUR NOMINEE, PLEASE ALLOW ENOUGH TIME FOR THE NOMINEE TO RECEIVE YOUR BALLOT AND TRANSMIT YOUR VOTE ON A MASTER NOTES BALLOT BEFORE THE VOTING DEADLINE
2. If your Noteholder Ballot is “prevalidated”, you must complete, sign and return this Noteholder Ballot so that it is actually received by the Balloting Agent, before the Voting Deadline. The Balloting Agent is:
Bankruptcy Services, LLC 757 Third Avenue, Third Floor New York, New York 10017 (Attn: Heilig-Meyers Balloting Center)
3. IF YOU HAVE ANY QUESTIONS REGARDING THE NOTEHOLDER BALLOT, OR IF YOU DID NOT RECEIVE A COPY OF THE DISCLOSURE STATEMENT OR PLAN, OR IF YOU NEED ADDITIONAL COPIES OF THE NOTEHOLDER BALLOT OR OTHER ENCLOSED MATERIALS, PLEASE CALL THE BALLOTING AGENT AT (646) 282-2500.
4. To properly complete the Noteholder Ballot, you must follow the procedures described below:
a. make sure the information contained in Item 1 is correct;
b. cast one vote to accept or reject the Plan by checking the appropriate box in Item 2;
c. if you are completing this Noteholder Ballot on behalf of another entity, indicate your relationship with such entity and the capacity in which you are signing, and, if requested, you must submit satisfactory evidence of your authority to act;
d. sign and date your Noteholder Ballot;
e. if you submit more than one Noteholder Ballot voting the same Claim prior to the Voting Deadline, the last timely filed Noteholder Ballot shall be counted;
f. if you believe that you received the wrong form of ballot, please contact the Balloting Agent immediately;
g. provide your name and mailing address; and
h. return your Noteholder Ballot using the enclosed pre-addressed return envelope; if your envelop is addressed to your broker or bank or to its agent (each a “Nominee”), please allow enough time for your Nominee to receive your vote and transmit it to the Balloting Agent on a Master Notes Ballot.
PLEASE NOTE:
This Noteholder Ballot is not a letter of transmittal and ma not be used for any purpose other than to cast votes to accept or reject the Plan. Holders should not surrender, at this time, certificates representing their securities. Neither the Debtors nor the Balloting Agent will accept delivery of any such certificates surrendered together with this Noteholder Ballot. No Noteholder Ballot shall constitute or be deemed a proof of claim or equity interest or an assertion of a claim or equity interest.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY OTHER PERSON THE AGENT OF THE DEBTORS OR THE BALLOTING AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE PLAN, EXCEPT FOR THE STATEMENTS CONTAINED IN THE ENCLOSED DOCUMENTS.
EXHIBIT E UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA Richmond Division
In re: ) Chapter 11 Cases HEILIG-MEYERS COMPANY, et al., ) Case Nos. 00-34533 through 00-34535 and ) Case Nos. 00-34537 and 00-34538
) ) Jointly Administered Under Debtors. ) Case No. 00-34533
MASTER NOTE BALLOT FOR ACCEPTING OR REJECTING THE AMENDED AND RESTATED JOINT LIQUIDATING PLAN OF REORGANIZATION PROPOSED BY HEILIG-MEYERS COMPANY, HEILIG-MEYERS FURNITURE COMPANY, HEILIG-MEYERS FURNITURE COMPANY WEST, INC., HMY STAR, INC., AND MacSAVER FINANCIAL SERVICES, INC. AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS
CLASS 5(A): MASTER NOTE BALLOT FOR FUNDED DEBT UNSECURED CLAIMS ARISING UNDER INDENTURES
THE VOTING DEADLINE TO ACCEPT OR REJECT THE PLAN IS 4:00 P.M., PREVAILING EASTERN TIME, ON [DATE]. THE MASTER NOTE BALLOT MUST BE ACTUALLY RECEIVED BY THE BALLOTING AGENT BY THIS DEADLINE IN ORDER TO BE COUNTED.
This ballot (the “Master Note Ballot”) is submitted to you in connection with the solicitation of votes to accept or reject the Amended and Restated Joint Liquidating Plan Of Reorganization Proposed By Heilig-Meyers Company, Heilig-Meyers Furniture Company, Heilig-Meyers Furniture Company West, Inc., HMY Star, Inc., and MacSaver Financial Services, Inc. and The Official Committee of Unsecured Creditors (including all exhibits thereto and as the same may be further amended, modified or supplemented from time to time, the “Plan”) submitted by Heilig-Meyers Company, Heilig-Meyers Furniture Company, Heilig-Meyers Furniture Company West, Inc., HMY Star, Inc., and MacSaver Financial Services, Inc. the above-captioned debtor and debtor in possession (the “Debtors”), and the Official Committee of Unsecured Creditors (the “Creditors’ Committee”) of the Debtors and described in the related disclosure statement approved by order of the United States Bankruptcy Court for the Eastern District of Virginia (the “Disclosure Statement”). Capitalized terms used in this Master Note Ballot or the attached instructions that are not otherwise defined have the meanings given to them in the Plan.
Class 5(a) Funded Debt Unsecured Claims which arise under the Indentures include the following debt securities (collectively, the “Unsecured Notes”):
(i) $200 million in aggregate principal amount of 7-7/8% Notes due August 1, 2003 (the principal terms of which were established in an officers’ certificate dated as of August 9, 1996);
(ii) $100 million in aggregate principal amount of 7.40% Notes due February 15, 2002 (the “principal terms of which were established in an officers’ certificate dated as of February 25, 1997); and
(iii) $175 million in aggregate principal amount of 7.60% Notes due August 1, 2007 (the principal terms of which were established in an officers’ certificate dated as of August 5, 1997).
This Master Note Ballot is to be used by you as a broker, bank or other nominee or as the agent of a broker, bank of other nominee (each of the foregoing, a “nominee”) or as the proxy holder of a nominee or beneficial owner for the Unsecured Notes to transmit to the Balloting Agent the votes of such beneficial holders in respect of their Unsecured Notes to accept or reject the Plan.
PLEASE COMPLETE ITEMS 1 THROUGH 3. IF THIS MASTER NOTE BALLOTIS NOT SIGNED ON THE APPROPRIATE LINES BELOW, THIS MASTER NOTEBALLOT WILL NOT BE VALID OR COUNTED AS HAVING BEEN CAST.
PLEASE COMPLETE THE FOLLOWING:
Item 1. Certification of Authority to Vote. The undersigned certifies that as of [DATE] (the record date under the Solicitation Procedures Order), the undersigned (please check appropriate box):
Is a broker, bank or other nominee for the beneficial owner of the aggregate principal amount of the Unsecured Notes listed in Item 2 below, and is the registered holder of such securities, or
Is acting under a power of attorney and/or agency (a copy of which will be provided upon request) granted by a broker, bank or other nominee that is the registered holder of the aggregate principal amount of Unsecured Notes listed in Item 2 below, or
Has been granted a proxy (an original of which is attached hereto) from a broker, bank or other nominee, or a beneficial owner, that is the registered holder of the aggregate principal amount of the Unsecured Notes listed in Item 2 below,
and accordingly, has full power and authority to vote to accept or reject the Plan, on behalf of the beneficial owners of the Unsecured Notes described in Item 2.
Item 2. Vote. The undersigned transmits the following votes of beneficial owners in respect of the Unsecured Notes, and certifies that the following beneficial owners of the Unsecured Notes, as identified by their respective customer account numbers set forth below, are beneficial owners of such securities as of [DATE] (the record date under the Solicitation Procedures Order) and have delivered to the undersigned, as nominee, ballots casting such votes. Indicate in the appropriate column the aggregate principal amount voted for each account, or attach such information to this Master Note Ballot in the form of the following table. Please note each beneficial owner must voteall of his, her or its Class 5(a) Claims to accept or reject the Plan and may not split such vote.
Item 3. Certification. By signing this Master Note Ballot, the undersigned certifies that each beneficial owner listed in Item 2, above, has been provided with a copy of the Disclosure Statement and the other applicable solicitation materials and certifies that the undersigned is the claimant or has the power and authority to vote to accept or reject the Plan on behalf of the claimant.
Name of Broker, Bank or Other Nominee: _________________________________________________ (Print or Type)
Name of Proxy Holder of Agent for Broker, Bank or Other Nominee:
_________________________________________________ (Print or Type)
Social Security No. or Federal Tax I.D. No.: _________________________________________________
Signature: ______________________________________
By: _____________________________________________
Title: __________________________________________
Street Address: _________________________________
City, State, Zip Code: __________________________
Telephone Number: _______________________________
(include area code)
Date Completed: _________________________________
INSTRUCTIONS FOR COMPLETING THE MASTER NOTES BALLOT VOTING DEADLINE/VOTING AGENT:
The Voting Deadline is 4:00 p.m. Eastern Time, on [DATE], unless extended by the Debtors and the Creditors’ Committee. To have the vote of the Beneficial Owner(s) for whom you act as Nominee count, you must complete, sign and return this Master Notes Ballot so that it is actually received by the Balloting Agent, before the Voting Deadline. The Balloting Agent is:
Bankruptcy Services, LLC 757 Third Avenue, Third Floor New York, New York 10017 (Attn: Heilig-Meyers Balloting Center)
HOW TO VOTE:
If you are both the registered owner and the Beneficial Owner of any principal amount of Unsecured Notes and you wish to vote such Unsecured Notes, you may complete, execute and return to the Balloting Agent either a Noteholder Ballot or a Master Notes Ballot.
If you are transmitting the votes of any Beneficial Owners of Unsecured Notes other than yourself, you may either:
1. Complete and execute the Noteholder Ballot (other than Items 2 and 3) and deliver to the Beneficial Owner such “prevalidated” Noteholder Ballot, along with the Disclosure Statement and other materials requested to be forwarded. The Beneficial Owner should complete Item 2 of the Noteholder Ballot and return the completed Noteholder Ballot to the Balloting Agent so that it will be received before the Voting Deadline;
OR
2. For any Noteholder Ballots you do not “prevalidate”:
Deliver the Noteholder Ballot to the Beneficial Owner, along with the Disclosure Statement and other materials requested to be forwarded, and take the necessary action to enable such Beneficial Owner to complete and execute such Ballot voting to accept or reject the Plan, return the completed, executed Noteholder Ballot to you in sufficient time to enable you to complete the Master Notes Ballot and deliver it to the Balloting Agent before the Voting Deadline; and
With respect to all Noteholder Ballots returned to you, you must properly complete the Master Notes Ballot, as follows:
a. Check the appropriate box in Item 1 on the Master Notes Ballot;
b. Indicate the votes to accept or reject the Plan in Item 2 of the Master Notes Ballot, as transmitted to you by the Beneficial Owners of the Unsecured Notes. To identify such Beneficial Owners, please use the customer account number assigned by you to each such Beneficial Owner, or if no such customer account number exists, please assign a number to each account (making sure to retain a separate list of each Beneficial Owner and the assigned number). IMPORTANT: EACH BENEFICIAL OWNER MUST VOTE ALL HIS, HER OR ITS UNSECURED NOTES EITHER TO ACCEPT OR REJECT THE PLAN, AND MAY NOT SPLIT THEIR VOTES. IF ANY BENEFICIAL OWNER HAS ATTEMPTED TO SPLIT SUCH VOTE, PLEASE CONTACT THE BALLOTING AGENT IMMEDIATELY. Any Noteholder Ballot or Master Notes Ballot that is signed, dated and timely received, but does not indicate acceptance or rejection of the Plan will not be counted for purposes of voting on the Plan;
c. Review the certification in Item 3 of the Master Notes Ballot;
d. Sign and date the Master Notes Ballot, and provide the remaining information requested;
e. If additional space is required to respond to any item on the Master Notes Ballot, please use additional sheets of paper clearly marked to indicate the applicable Item of the Master Notes Ballot to which you are responding;
f. Contact the Balloting Agent if you need any additional information; and
g. Deliver the completed, executed Master Notes Ballot so as to be received by the Voting Agent before the Voting Deadline. For each completed, executed Noteholder Ballot returned to you by a Beneficial Owner, either forward such Noteholder Ballot (along with your Master Notes Ballot) to the Balloting Agent or retain such Noteholder Ballot in your files for one year from the Voting Deadline.
PLEASE NOTE:
This Master Notes Ballot is not a letter of transmittal and may not be used for any purpose other than to cast votes to accept or reject the Plan. Holders should not surrender, at this time, certificates representing their securities. Neither the Debtors nor the Balloting Agent will accept delivery of any such certificates surrendered together with this Master Notes Ballot. No Noteholder Ballot or Master Notes Ballot shall constitute or be deemed a proof of claim or equity interest or an assertion of a claim or equity interest. No fees, commissions, or other remuneration will be payable to any broker, dealer, or other person for soliciting votes on the plan.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY OTHER PERSON THE AGENT OF THE DEBTORS OR THE BALLOTING AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE PLAN, EXCEPT FOR THE STATEMENTS CONTAINED IN THE ENCLOSED DOCUMENTS.
IF YOU HAVE ANY QUESTIONS REGARDING THE MASTER NOTE BALLOT, OR IF YOU DID NOT RECEIVE A COPY OF THE DISCLOSURE STATEMENT OR PLAN, OR IF YOU NEED ADDITIONAL COPIES OF THE BALLOT OR OTHER ENCLOSED MATERIALS, PLEASE CALL THE BALLOTING AGENT AT (646) 282-2500.
EXHIBIT F
UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA Richmond Division
In re: ) Chapter 11 Cases )
HEILIG-MEYERS COMPANY, et al., ) Case Nos. 00-34533 through ) 00-34535 and ) Case Nos. 00-34537 and ) 00-34538
Debtors. ) Jointly Administered Under ) Case No. 00-34533
BALLOT FOR ACCEPTING OR REJECTING THE AMENDED AND RESTATED JOINT LIQUIDATING PLAN OF REORGANIZATION PROPOSED BY HEILIG-MEYERS COMPANY, HEILIG-MEYERS FURNITURE COMPANY, HEILIG-MEYERS FURNITURE COMPANY WEST, INC., HMY STAR, INC., AND MacSAVER FINANCIAL SERVICES, INC. AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORSCLASS 5(A): BALLOT FOR FUNDED DEBT UNSECURED CLAIMS OF PRE-PETITION LENDERS
THE VOTING DEADLINE TO ACCEPT OR REJECT THE PLAN IS 4:00 P.M., PREVAILING EASTERN TIME, ON [DATE]. THE MASTER LENDER BALLOT CAST ON YOUR BEHALF MUST BE ACTUALLY RECEIVED BY THE BALLOTING AGENT BY THIS DEADLINE IN ORDER TO BE COUNTED. PLEASE ALLOW ENOUGH TIME FOR THE AGENT TO RECEIVE YOUR BALLOT AND TRANSMIT YOUR VOTE ON A MASTER LENDER BALLOT.
This ballot (the “Pre-Petition Lender Ballot”) is submitted to you in connection with the solicitation of votes to accept or reject the Amended and Restated Joint Liquidating Plan Of Reorganization Proposed By Heilig-Meyers Company, Heilig-Meyers Furniture Company, Heilig-Meyers Furniture Company West, Inc., HMY Star, Inc., and MacSaver Financial Services, Inc. and The Official Committee of Unsecured Creditors (including all exhibits thereto and as the same may be further amended, modified or supplemented from time to time, the “Plan”) submitted by Heilig-Meyers Company, Heilig-Meyers Furniture Company, Heilig-Meyers Furniture Company West, Inc., HMY Star, Inc., and MacSaver Financial Services, Inc. the above-captioned debtor and debtor in possession (the “Debtors”), and the Official Committee of Unsecured Creditors (the “Creditors’ Committee”) of the Debtors and described in the related disclosure statement approved by order of the United States Bankruptcy Court for the Eastern District of Virginia (the “Disclosure Statement”). Capitalized terms used in this Pre-Petition Lender Ballot or the attached instructions that are not otherwise defined have the meanings given to them in the Plan.
Class 5(a) Funded Debt Unsecured Claims of the Pre-Petition Lenders include Claims that arise under, or are based upon, the Wachovia Credit Agreement, the Prudential Notes Agreement, or any of the Synthetic Leases (the “Pre-Petition Lender Claims”). To have your vote counted, you must return this Ballot to Wachovia Bank, N.A. the “Agent”) [INSERT ADDRESS], so that it is received by [INSERT DATE]. Please allow for sufficient time for your Pre-Petition Lender Ballot to be received by the Agent. Pre-Petition Lender Ballots submitted by facsimile or e-mail will not be accepted.
PLEASE COMPLETE ITEMS 1 THROUGH 4. IF THIS PRE-PETITION LENDERBALLOT IS NOT SIGNED ON THE APPROPRIATE LINES BELOW, IT WILL NOTBE VALID OR COUNTED AS HAVING BEEN CAST.
PLEASE COMPLETE THE FOLLOWING:
Item 1. Amount of Claim Voted. The undersigned certifies that as of [DATE] (the record date under the Solicitation Procedures Order), the undersigned is holder of a Pre-Petition Lender Claim in the following unpaid aggregate amount (insert amount in box below). If you do not know the amount of your Claim, please contact the Agent immediately.
$
Item 2. Vote. The holder of the Pre-Petition Lender Claim in the amount set forth in Item 1 hereby votes to:
Check one Box: Accept the Plan Reject the Plan
Item 3. Identify all Other Class 5(a) Claims Voted. By returning this Pre-Petition Lender Ballot, the undersigned certifies that (a) this Pre-Petition Lender Ballot is the only ballot submitted for Class 5(a) Claims held by the undersigned, except for the Class 5(a) Claims identified in the table below, and (b) all Pre-Petition Lender Ballots for Class 5(a) Claims submitted by the undersigned indicate the same vote to accept or reject the Plan that the undersigned has indicated in Item 2 of this Pre-Petition Lender Ballot (please use additional sheets of paper if necessary):
Item 4. Certification. By returning this Pre-Petition Lender Ballot, the undersigned certifies that it (a) has full power and authority to vote to accept or reject the Plan with respect to Claim listed in Item 1, (b) was a holder of a Pre-Petition Lender Claim with respect to the amount listed in Item 1 on [DATE] (the record date under the Solicitation Procedures Order), and (c) has received a copy of the Disclosure Statement and the other applicable solicitation materials and understands that the solicitation of votes for the Plan is subject to all the terms and conditions set forth in the Disclosure Statement.
Name of Claimant: ______________________________________________ (Print or Type)
Social Security No. or Federal Tax I.D. No.: ______________________________________________ Signature: ___________________________________ By: __________________________________________ Title: _______________________________________ Street Address: ______________________________ City, State, Zip Code: _______________________ Telephone Number: ____________________________ (include area code) Date Completed: ______________________________
VOTING INSTRUCTIONS FOR COMPLETING THE PRE-PETITION LENDER BALLOT
1. The Voting Deadline is 4:00 p.m. Eastern Time, on [DATE], unless extended by the Debtors and the Committee. To have your vote counted, you must complete, sign and return this Pre-Petition Lender Ballot so that it is actually received by the Agent, by no later than [DATE]. The Agent’s address is:
[insert address]
2. IF YOU HAVE ANY QUESTIONS REGARDING THE PRE-PETITION LENDER BALLOT, OR IF YOU DID NOT RECEIVE A COPY OF THE DISCLOSURE STATEMENT OR PLAN, OR IF YOU NEED ADDITIONAL COPIES OF THE PRE-PETITION LENDER BALLOT OR OTHER ENCLOSED MATERIALS, PLEASE CALL THE BALLOTING AGENT AT (646) 282-2500.
3. PLEASE ALLOW ENOUGH TIME FOR THE AGENT TO RECEIVE YOUR PRE-PETITION LENDER BALLOT AND TRANSMIT YOUR VOTE ON A MASTER LENDER BALLOT AND TRANSMIT YOUR VOTE ON A MASTER LENDER BALLOT BEFORE THE VOTING DEADLINE
4. To properly complete the Pre-Petition Lender Ballot, you must follow the procedures described below:
a. make sure the information contained in Item 1 is correct;
b. cast one vote to accept or reject the Plan by checking the appropriate box in Item 2;
c. if you are completing this Pre-Petition Lender Ballot on behalf of another entity, indicate your relationship with such entity and the capacity in which you are signing, and, if requested, you must submit satisfactory evidence of your authority to act;
d. sign and date your Pre-Petition Lender Ballot;
e. if you submit more than one Pre-Petition Lender Ballot voting the same Claim prior to the Voting Deadline, the last timely filed Pre-Petition Lender Ballot shall be counted;
f. if you believe that you received the wrong Pre-Petition Lender Ballot, please contact the Balloting Agent immediately;
g. provide your name and mailing address; and
h. return your Pre-Petition Lender Ballot using he enclosed pre-addressed return envelope to the Agent at the address indicated above.
PLEASE NOTE:
This Pre-Petition Lender Ballot is not a letter of transmittal and may not be used for any purpose other than to cast votes to accept or reject the Plan. No Pre-Petition Lender Ballot shall constitute or be deemed a proof of claim or equity interest or an assertion of a claim or equity interest.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY OTHER PERSON THE AGENT OF THE DEBTORS OR THE BALLOTING AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE PLAN, EXCEPT FOR THE STATEMENTS CONTAINED IN THE ENCLOSED DOCUMENTS.
EXHIBIT G UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA Richmond Division
In re: ) Chapter 11 Cases )
HEILIG-MEYERS COMPANY, et al., ) Case Nos. 00-34533 through ) 00-34535 and ) Case Nos. 00-34537 and ) 00-34538
) Jointly Administered Under Debtors. ) Case No. 00-34533
MASTER LENDER BALLOT FOR ACCEPTING OR REJECTING THE AMENDED AND RESTATED JOINT LIQUIDATING PLAN OF REORGANIZATION PROPOSED BY HEILIG-MEYERS COMPANY, HEILIG-MEYERS FURNITURE COMPANY, HEILIG-MEYERS FURNITURE COMPANY WEST, INC., HMY STAR, INC., AND MacSAVER FINANCIAL SERVICES, INC. AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS CLASS 5(A): MASTER LENDER BALLOT FOR FUNDED DEBT UNSECURED CLAIMS OF PRE-PETITION LENDERS THE VOTING DEADLINE TO ACCEPT OR REJECT THE PLAN IS 4:00 P.M., PREVAILING EASTERN TIME, ON [DATE]. THE MASTER LENDER BALLOT MUST BE ACTUALLY RECEIVED BY THE BALLOTING AGENT BY THIS DEADLINE IN ORDER TO BE COUNTED.
This ballot (the “Master Lender Ballot”) is submitted to you in connection with the solicitation of votes to accept or reject the Amended and Restated Joint Liquidating Plan Of Reorganization Proposed By Heilig-Meyers Company, Heilig-Meyers Furniture Company, Heilig-Meyers Furniture Company West, Inc., HMY Star, Inc., and MacSaver Financial Services, Inc. and The Official Committee of Unsecured Creditors (including all exhibits thereto and as the same may be further amended, modified or supplemented from time to time, the “Plan”) submitted by Heilig-Meyers Company, Heilig-Meyers Furniture Company, Heilig-Meyers Furniture Company West, Inc., HMY Star, Inc., and MacSaver Financial Services, Inc. the above-captioned debtor and debtor in possession (the “Debtors”), and the Official Committee of Unsecured Creditors (the “Creditors’ Committee”) of the Debtors and described in the related disclosure statement approved by order of the United States Bankruptcy Court for the Eastern District of Virginia (the “Disclosure Statement”). Capitalized terms used in this Master Lender Ballot or the attached instructions that are not otherwise defined have the meanings given to them in the Plan.
Class 5(a) Funded Debt Unsecured Claims of the Pre-Petition Lenders include Claims that arise under, or are based upon, the Wachovia Credit Agreement, the Prudential Notes Agreement, or any of the Synthetic Leases (the “Pre-Petition Lender Claims”). To have the votes of the Pre-Petition Lenders counted, you as administrative agent and/or collateral agent for the holders of the aforementioned claims must complete, sign, and return this Master Lender Ballot as follows: by mail, courier service or personal delivery to Bankruptcy Services, LLC, 757 Third Avenue, Third Floor, New York, New York 10017 (Attn: Heilig-Meyers Balloting Center), so that it is received by the deadline indicated above. Ballots submitted by facsimile or e-mail will not be accepted.
PLEASE COMPLETE ITEMS 1 THROUGH 3. IF THIS MASTER LENDERBALLOT IS NOT SIGNED ON THE APPROPRIATE LINES BELOW, THIS MASTERLENDER BALLOT WILL NOT BE VALID OR COUNTED AS HAVING BEEN CAST.
PLEASE COMPLETE THE FOLLOWING:
Item 1. Certification of Authority to Vote. The undersigned certifies that as of [DATE] (the record date under the Solicitation Procedures Order), the undersigned (please check appropriate box):
Is a bank or other nominee for the Pre-Petition Lenders described in Item 2 below, or
Is acting under a power of attorney and/or agency (a copy of which will be provided upon request) granted by a bank or other nominee that is a Pre-Petition Lender, or
Has been granted a proxy (an original of which is attached hereto) from a bank or other nominee, that is a Pre-Petition Lender,
and accordingly, has full power and authority to vote to accept or reject the Plan, on behalf of the holders of Pre-Petition Lender Claims described in Item 2.
Item 2. Vote. The undersigned transmits the following votes of certain holders of Pre-Petition Lender Claims, and certifies that those persons or entities identified by their respective customer account numbers set forth below, were holders of Pre-Petition Lender Claims as of [DATE] (the record date under the Solicitation Procedures Order) and have delivered to the undersigned, as nominee, ballots casting such votes. Indicate in the appropriate column the aggregate amount votes for each account, or attach such information to this Master Lender Ballot in the form of the following table. Please note each holder of a Pre-Petition Lender Claim must vote all of his, her or its Class 5(a) Claims to accept or reject the Plan and may not split such vote.
Item 3. Certification. By signing this Ballot, the undersigned certifies that each holder of a Pre-Petition Lender Claim listed in Item 2, above, has been provided with a copy of the Disclosure Statement and the other applicable solicitation materials and certifies that the undersigned is the claimant or has the power and authority to vote to accept or reject the Plan on behalf of the claimant.
Name of Broker, Bank or Other Nominee:
__________________________________________________ (Print or Type)
Name of Proxy Holder of Agent for Broker, Bank or Other Nominee:
__________________________________________________ (Print or Type)
Social Security No. or Federal Tax I.D. No.:
__________________________________________________ Signature: _______________________________________
By: ______________________________________________
Title: ___________________________________________
Street Address: __________________________________
City, State, Zip Code: ___________________________
Telephone Number: ________________________________
(include area code)
Date Completed: __________________________________
INSTRUCTIONS FOR COMPLETING THE MASTER LENDER BALLOT VOTING DEADLINE/VOTING AGENT:
The Voting Deadline is 4:00 p.m. Eastern Time, on [DATE], unless extended by the Debtors and the Committee. To have the vote of the Pre-Petition Lender(s) for whom you act count, you must complete, sign and return this Master Lender Ballot so that it is actually received by the Balloting Agent, before the Voting Deadline. The Balloting Agent is:
Bankruptcy Services, LLC 757 Third Avenue, Third Floor New York, New York 10017 (Attn: Heilig-Meyers Balloting Center)
HOW TO VOTE:
Deliver the Pre-Petition Lender Ballot to each holder of a Pre-Petition Lender Claim, along with the Disclosure Statement and other materials requested to be forwarded, and take the necessary action to enable such person or entity to complete and execute such Pre-Petition Lender Ballot voting to accept or reject the Plan, return the completed, executed Pre-Petition Lender Ballot to you in sufficient time to enable you to complete the Master Lender Ballot and deliver it to the Balloting Agent before the Voting Deadline; and
With respect to all Pre-Petition Lender Ballots returned to you, you must properly complete the Master Lender Ballot, as follows:
a. Check the appropriate box in Item 1 on the Master Lender Ballot;
b. Indicate the votes to accept or reject the Plan in Item 2 of the Master Lender Ballot, as transmitted to you by each holder of a Pre-Petition Lender Claim. To identify such Pre-Petition Lenders, please use the customer account number assigned by you to each such Pre-Petition Lender, or if no such customer account number exists, please assign a number to each account (making sure to retain a separate list of each Pre-Petition Lender and the assigned number). IMPORTANT: EACH PRE-PETITION LENDER MUST VOTE ALL
HIS, HER OR ITS CLAIM EITHER TO ACCEPT OR REJECT THE PLAN, AND MAY NOT SPLIT THEIR VOTES. IF ANY PRE-PETITION LENDER HAS ATTEMPTED TO SPLIT SUCH VOTE, PLEASE CONTACT THE BALLOTING AGENT IMMEDIATELY. Any Pre-Petition Lender Ballot or Master Lender Ballot that is signed, dated and timely received, but does not indicate acceptance or rejection of the Plan will not be counted for purposes of voting on the Plan;
c. Review the certification in Item 3 of the Master Lender Ballot;
d. Sign and date the Master Lender Ballot, and provide the remaining information requested;
e. If additional space is required to respond to any item on the Master Lender Ballot, please use additional sheets of paper clearly marked to indicate the applicable Item of the Master Lender Ballot to which you are responding;
f. Contact the Balloting Agent if you need any additional information; and
g. Deliver the completed, executed Master Lender Ballot so as to be received by the Voting Agent before the Voting Deadline. For each completed, executed Lender Ballot returned to you by a Pre-Petition Lender, either forward such Pre-Petition Lender Ballot (along with your Master Lender Ballot) to the Balloting Agent or retain such Ballot in your files for one year from the Voting Deadline.
PLEASE NOTE:
No Pre-Petition Lender Ballot or Master Lender Ballot shall constitute or be deemed a proof of claim or equity interest or an assertion of a claim or equity interest.
No fees, commissions, or other remuneration will be payable to any bank or other person for soliciting votes on the Plan.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY OTHER PERSON THE AGENT OF THE DEBTORS OR THE BALLOTING AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE PLAN, EXCEPT FOR THE STATEMENTS CONTAINED IN THE ENCLOSED DOCUMENTS.
IF YOU HAVE ANY QUESTIONS REGARDING THE BALLOT, OR IF YOU DID NOT RECEIVE A COPY OF THE DISCLOSURE STATEMENT OR PLAN, OR IF YOU NEED ADDITIONAL COPIES OF THE BALLOT OR OTHER ENCLOSED MATERIALS, PLEASE CALL THE BALLOTING AGENT AT (646) 282-2500.
EXHIBIT H
UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF VIRGINIA Richmond Division
In re: ) Chapter 11 Cases )
HEILIG-MEYERS COMPANY, et al., ) Case Nos. 00-34533 through 00-34535 and ) Case Nos. 00-34537 and 00-34538
) ) Jointly Administered Under Debtors. ) Case No. 00-34533
BALLOT FOR ACCEPTING OR REJECTING THE AMENDED AND RESTATED JOINT LIQUIDATING PLAN OF REORGANIZATION PROPOSED BY HEILIG-MEYERS COMPANY, HEILIG-MEYERS FURNITURE COMPANY, HEILIG-MEYERS FURNITURE COMPANY WEST, INC., HMY STAR, INC., AND MacSAVER FINANCIAL SERVICES, INC. AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS CLASS 5(B): HEILIG UNSECURED CLAIMS THE VOTING DEADLINE TO ACCEPT OR REJECT THE PLAN IS 4:00 P.M., PREVAILING EASTERN TIME, ON [DATE]. YOUR BALLOT MUST BE ACTUALLY RECEIVED BY THE BALLOTING AGENT BY THIS DEADLINE IN ORDER TO BE COUNTED.
This ballot (the “Heilig Ballot”) is submitted to you to solicit your vote to accept or reject the Amended and Restated Joint Liquidating Plan Of Reorganization Proposed By Heilig-Meyers Company, Heilig-Meyers Furniture Company, Heilig-Meyers Furniture Company West, Inc., HMY Star, Inc., and MacSaver Financial Services, Inc. and The Official Committee of Unsecured Creditors (including all exhibits thereto and as the same may be further amended, modified or supplemented from time to time, the “Plan”) submitted by Heilig-Meyers Company, Heilig-Meyers Furniture Company, Heilig-Meyers Furniture Company West, Inc., HMY Star, Inc., and MacSaver Financial Services, Inc. the above-captioned debtor and debtor in possession (the “Debtors”), and the Official Committee of Unsecured Creditors (the “Creditors’ Committee”) of the Debtors and described in the related disclosure statement approved by order of the United States Bankruptcy Court for the Eastern District of Virginia (the “Disclosure Statement”). The Disclosure Statement provides information to assist you in deciding how to vote your Ballot. If you do not have a Disclosure Statement you may obtain a copy from the Debtors by contacting their counsel in writing at LeClair Ryan, P.C., Attn: Bruce H. Matson, Esq., 951 East Byrd Street, P.O. Box 2499, Richmond, VA 23218-2499, or by telephone at (804) 783-2003. You should review the Disclosure Statement and the Plan before you vote. You may wish to seek legal advice concerning the Plan and your classification and treatment under the Plan. Capitalized terms used in this Heilig Ballot or the attached instructions that are not otherwise defined have the meanings given to them in the Plan.
To have your vote counted, you must complete, sign, and return this Heilig Ballot as follows: by mail, courier service or personal delivery to Bankruptcy Services, LLC, 757 Third Avenue, Third Floor, New York, New York 10017 (Attn: Heilig-Meyers Balloting Center), so that it is received by the deadline indicated above. Ballots submitted by facsimile or e-mail will not be accepted.
PLEASE READ THE ATTACHED VOTING INFORMATION AND INSTRUCTIONS BEFORE COMPLETING THIS BALLOT. PLEASE COMPLETE ITEMS 1 AND 2. IF THIS HEILIG BALLOT IS NOT SIGNED ON THE APPROPRIATE LINES BELOW, THIS BALLOT WILL NOT BE VALID OR COUNTED AS HAVING BEEN CAST. Item 1. Class Vote. The undersigned, a holder of an Heilig Unsecured Claim in the amount set forth below, votes to (checkone box):
Item 2. Acknowledgments. By signing this Heilig Ballot, the undersigned acknowledges receipt of the Disclosure Statement and the other applicable solicitation materials and certifies that the undersigned is the claimant or has the power and authority to vote to accept or reject the Plan on behalf of the claimant. The undersigned understands that an otherwise properly completed, executed and timely returned Heilig Ballot that does not indicate either acceptance or rejection of the Plan or indicates both acceptance and rejection of the Plan will not be counted.
________________________________________ Name of Creditor ________________________________________ Signature ________________________________________ If by Authorized Agent, Name and Title ________________________________________ Name of Institution ________________________________________ Street Address ________________________________________ City, State, Zip Code ________________________________________ Telephone Number ________________________________________ Date Completed
VOTING INFORMATION AND INSTRUCTIONS FOR COMPLETING THE HEILIG BALLOT
1. In the boxes provided in Item 1 of the Heilig Ballot, please indicate either acceptance or rejection of the Plan. Complete the Heilig Ballot by providing all the information requested and sign, date and return the Ballot by mail, overnight courier or personal delivery to Bankruptcy Services, LLC (the “BallotingAgent”) at the following address:
Bankruptcy Services, LLC 757 Third Avenue, Third Floor New York, New York 10017 (Attn: Heilig-Meyers Balloting Center)
2. Heilig Ballots must be received by the Balloting Agent by 4:00 p.m., prevailing Eastern Time, on [DATE] (the “VotingDeadline”). If a Heilig Ballot is received after the Voting Deadline, it will not be counted. An envelope addressed to the Balloting Agent is enclosed for your convenience. Ballots submitted by facsimile or e-mail will not be accepted. If neither the “accept” nor “reject” box is checked in Item 1 for an otherwise properly completed, executed and timely returned Heilig Ballot, the Heilig Ballot will not be counted.
3. You must vote all of your Claims within a single Class under the Plan either to accept or reject the Plan. Accordingly, if you return more than one Heilig Ballot voting different Claims within a single Class under the Plan and the Heilig Ballots are not voted in the same manner, those Heilig Ballots will not be counted. An otherwise properly executed Heilig Ballot that attempts to partially accept and partially reject the Plan likewise will not be counted.
4. Your Claim has been temporarily allowed solely for purposes of voting to accept or reject the Plan in accordance with certain tabulation rules approved by the Bankruptcy Court (the “Tabulation Rules”). The Tabulation Rules are set forth in the Order approving the Disclosure Statement. The temporary allowance of your Claim for voting purposes does not constitute an allowance of your Claim for purposes of distribution under the Plan and is without prejudice to the rights of the Debtors or the Committee in any other context (e.g., the right to contest the amount or validity of any Claim for purposes of allowance under the Plan). If you wish to challenge the temporary allowance of your Claim for voting purposes, you must file a motion, pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy Procedure, for an order temporarily allowing your Claim in a different amount or classification for purposes of voting to accept or reject the Plan and serve such motion on the Debtors so that it is received no later than [DATE]. Unless the Bankruptcy Court orders otherwise, your Claim will not be counted as a vote in excess of the amount as determined in accordance with the Tabulation Rules, regardless of the amount identified in Item 1 of the Ballot.
5. The Heilig Ballot does not constitute and will not be deemed a proof of claim or an assertion of a Claim or equity interest.
6. If you cast more than one Heilig Ballot voting the same Claim prior to the Voting Deadline, the latest dated Heilig Ballot will supersede any prior Heilig Ballots.
7. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR ADVICE, OR TO MAKE ANY REPRESENTATION, OTHER THAN WHAT IS CONTAINED IN THE MATERIALS MAILED WITH THIS HEILIG BALLOT OR OTHER MATERIALS AUTHORIZED BY THE BANKRUPTCY COURT.
8. ANY HEILIG BALLOT THAT IS EXECUTED BY A HOLDER OF AN ALLOWED CLAIM BUT THAT DOES NOT INDICATE AN ACCEPTANCE OR REJECTION OF THE PLAN WILL BE DEEMED TO BE AN ACCEPTANCE.
9. PLEASE RETURN YOUR HEILIG BALLOT PROMPTLY. THE BALLOTING AGENT WILL NOT ACCEPT HEILIG BALLOTS BY FACSIMILE TRANSMISSION OR E-MAIL TRANSMISSION.
10. IF YOU HAVE RECEIVED A DAMAGED BALLOT OR HAVE LOST YOUR HEILIG BALLOT, OR IF YOU HAVE ANY QUESTIONS CONCERNING THIS HEILIG BALLOT OR THE VOTING PROCEDURES, PLEASE CALL THE BALLOTING AGENT AT (646) 282-2500.
Bruce H. Matson (Va. Bar No. 22874) Troy Savenko (Va. Bar No. 44516) Katherine Macaulay Mueller (Va. Bar No. 44302) LeCLAIR RYAN, A Professional Corporation 951 East Byrd Street P.O. Box 2499 Richmond, Virginia, 23218-2499 (804) 783-2003
Counsel for the Debtors.
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