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Blackline of Amended Disclosure Statement

Blackline of Amended Disclosure Statement

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Published by: JSmithWSJ on Jan 03, 2013
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01/03/2013

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BLACKLINE: 12/31/12MARKED TO: 11/21/12 (FILED VERSION)
THIS IS NOT A SOLICITATION OF ACCEPTANCES OF THEFIRST AMENDEDCHAPTER 11 PLAN OF LIQUIDATION OF DEWEY & LEBOEUF LLP IN THISCHAPTER 11 CASE. ACCEPTANCES MAY NOT BE SOLICITED UNTIL ADISCLOSURESTATEMfENT STATEMENTHAS BEEN APPROVED BY THEBANKRUPTCY COURT AS CONTAINING “ADEQUATE INFORMATION” WITHINTHE MEANING OF SECTION 1125(a) OF THE BANKRUPTCY CODE. THISDISCLOSURE STATEMENT IS BEING SUBMITTED FOR APPROVAL BUT HAS NOTYET BEEN APPROVED BY THE BANKRUPTCY COURT AND IS SUBJECT TOAMENDMENT PRIOR TO SUCH APPROVAL BEING GRANTED.
TOGUT, SEGAL & SEGAL LLPOne Penn PlazaSuite 3335New York, New York 10119(212) 594-5000Albert TogutScott E. RatnerScott A. GriffinSamantha J. RothmanCounsel to the Debtor and Debtor in Possession
UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORK---------------------------------------------------------------X:In re: : Chapter 11:DEWEY & LEBOEUF LLP, : Case No. 12-12321 (MG):Debtor. ::---------------------------------------------------------------X
DISCLOSURE STATEMENT RELATING TO THEFIRST AMENDEDCHAPTER 11 PLAN OF LIQUIDATION  OF DEWEY & LEBOEUF LLP, DATEDNOVEMBER 21DECEMBER 31, 2012
12-12321-mg Doc 782-1 Filed 12/31/12 Entered 12/31/12 17:03:48 Blackline ofAmended Disclosure Statement Pg 1 of 115
 
 
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DISCLAIMERTHIS DISCLOSURE STATEMENT RELATES TO THEFIRST AMENDEDCHAPTER 11 PLAN OF LIQUIDATION OF DEWEY & LEBOEUF LLP(THE“PLAN”)AND HAS BEEN PREPARED IN ACCORDANCE WITH SECTION 1125OF THE BANKRUPTCY CODE AND RULE 3016 OF THE FEDERAL RULES OFBANKRUPTCY PROCEDURE. THE DEBTOR IS THE PROPONENT OF THEPLAN. THE PLAN PROVIDES FOR THE PROPOSED METHOD OFLIQUIDATION OF THE ASSETS OF THE DEBTOR AND THE DISTRIBUTIONSCREDITORS OF THE DEBTOR WOULD RECEIVE IN THE CHAPTER 11 CASEUNDER THE PLAN.THIS DISCLOSURE STATEMENT IS DESIGNED TO PROVIDEADEQUATE INFORMATION TO ENABLE HOLDERS OF ELIGIBLE CLAIMS TOMAKE AN INFORMED JUDGMENT ABOUT WHETHER TO ACCEPT OR REJECTTHE PLAN. ALL HOLDERS OF ELIGIBLE CLAIMS ARE ADVISED ANDENCOURAGED TO READ THIS DISCLOSURE STATEMENT AND THE PLAN INTHEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN.ALL SUMMARIES OF THE PLAN AND OTHER STATEMENTS CONTAINED INTHIS DISCLOSURE STATEMENT ARE QUALIFIED IN THEIR ENTIRETY BYREFERENCE TO THE PLAN, THE EXHIBITS ANNEXED TO THE PLAN, AND THEEXHIBITS ANNEXED TO THIS DISCLOSURE STATEMENT. THESTATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT ARE MADEONLY AS OF THE DATE HEREOF UNLESS OTHERWISE INDICATED, ANDTHERE CAN BE NO ASSURANCE THAT THE STATEMENTS CONTAINEDHEREIN WILL BE CORRECT AT ANY TIME AFTER THE DATE HEREOF.THIS DISCLOSURE STATEMENT HAS BEEN PREPARED INACCORDANCE WITH SECTION 1125 OF THE BANKRUPTCY CODE AND RULE3016 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AND NOTNECESSARILY IN ACCORDANCE WITH FEDERAL OR STATE SECURITIESLAWS OR OTHER APPLICABLE LAW. THIS DISCLOSURE STATEMENT ANDTHE PLAN DESCRIBED HEREIN HAVE NOT BEEN REVIEWED BY THESECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORYAUTHORITY, NOR HAVE THEY APPROVED, DISAPPROVED OR PASSSEDUPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINEDIN THE PLAN OR HEREIN. ANY REPRESENTATION TO THE CONTRARY IS ACRIMINAL OFFENSE. PERSONS OR ENTITIES TRADING IN OR OTHERWISEPURCHASING, SELLING OR TRANSFERRING CLAIMS OF THE DEBTOR INTHIS BANKRUPTCY CASE SHOULD EVALUATE THIS DISCLOSURESTATEMENT AND THE PLAN IN LIGHT OF THE PURPOSE FOR WHICH THEYWERE PREPARED. NO PERSON MAY GIVE ANY INFORMATION ON BEHALFOF THE DEBTOR REGARDING THE PLAN OR THE SOLICITATION OFACCEPTANCES OF THE PLAN, OTHER THAN THE INFORMATIONCONTAINED IN THIS DISCLOSURE STATEMENT.AS TO CONTESTED MATTERS, ADVERSARY PROCEEDINGS, ANDOTHER PENDING OR THREATENED LITIGATION OR ACTIONS, THISDISCLOSURE STATEMENT DOES NOT CONSTITUTE AND MAY NOT BE
12-12321-mg Doc 782-1 Filed 12/31/12 Entered 12/31/12 17:03:48 Blackline ofAmended Disclosure Statement Pg 2 of 115
 
 
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CONSTRUED AS AN ADMISSION OF ANY FACT OR LIABILITY,STIPULATION, OR WAIVER, BUT RATHER AS A STATEMENT MADE INSETTLEMENT NEGOTIATIONS AND SHALL BE INADMISSIBLE FOR ANYPURPOSE ABSENT THE EXPRESS WRITTEN CONSENT OF THE DEBTOR ANDTHE PARTY AGAINST WHOM SUCH INFORMATION IS SOUGHT TO BEADMITTED.THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENTIS INCLUDED HEREIN FOR PURPOSES OF SOLICITING ACCEPTANCES OFTHE PLAN AND MAY NOT BE RELIED UPON FOR ANY PURPOSE OTHERTHAN TO DETERMINE HOW TO VOTE ON THE PLAN. THE DESCRIPTIONSSET FORTH HEREIN OF THE ACTIONS, CONCLUSIONS, ORRECOMMENDATIONS OF THE DEBTOR, THE CREDITORS’ COMMITTEE, THESECURED LENDERS, OR ANY OTHER PARTY IN INTEREST HAVE BEENPASSED UPON BY SUCH PARTY, BUT NO SUCH PARTY MAKES ANYREPRESENTATION OR WARRANTY REGARDING SUCH DESCRIPTIONS.THIS DISCLOSURE STATEMENT WILL NOT BE ADMISSIBLE IN ANY NON-BANKRUPTCY PROCEEDING INVOLVING THE DEBTOR OR ANY OTHERPARTY, NOR WILL IT BE CONSTRUED TO CONSTITUTE CONCLUSIVEADVICE ON THE TAX OR OTHER LEGAL EFFECTS OF THE DEBTOR’SLIQUIDATION AS TO HOLDERS OF CLAIMS AGAINST, OR INTERESTS IN,THE DEBTOR.
12-12321-mg Doc 782-1 Filed 12/31/12 Entered 12/31/12 17:03:48 Blackline ofAmended Disclosure Statement Pg 3 of 115

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