ELECTROGLAS, INC., et al., 1 Case No. 09-12416 (PJW) debtors. (Jointly Administered) debtors and debtors-in-possession (the "Debtors") filed the attached Declaration Of Brian K. Osborne of Omni management group, LLC Regarding The Tabulation Of And Results Of Voting With Respect To Debtors' Plan Of Liquidation Under Chapter 11 of the bankruptcy
ELECTROGLAS, INC., et al., 1 Case No. 09-12416 (PJW) debtors. (Jointly Administered) debtors and debtors-in-possession (the "Debtors") filed the attached Declaration Of Brian K. Osborne of Omni management group, LLC Regarding The Tabulation Of And Results Of Voting With Respect To Debtors' Plan Of Liquidation Under Chapter 11 of the bankruptcy
ELECTROGLAS, INC., et al., 1 Case No. 09-12416 (PJW) debtors. (Jointly Administered) debtors and debtors-in-possession (the "Debtors") filed the attached Declaration Of Brian K. Osborne of Omni management group, LLC Regarding The Tabulation Of And Results Of Voting With Respect To Debtors' Plan Of Liquidation Under Chapter 11 of the bankruptcy
In re: Chapter 11 ELECTROGLAS, INC., et al., 1 Case No. 09-12416 (PJW) Debtors. (Jointly Administered) Re: D.I. 512 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - ~ NOTICE OF FILING DECLARATION OF BRIAN K. OSBORNE OF OMNI MANAGEMENT GROUP, LLC REGARDING THE TABULATION OF AND RESULTS OF VOTING WITH RESPECT TO DEBTORS' PLAN OF LIQUIDATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE PLEASE TAKE NOTICE that, on May 24, 2010, the above-captioned debtors and debtors-in-possession (the "Debtors") filed the attached Declaration Of Brian K. Osborne Of OMNI Management Group, LLC Regarding The Tabulation Of And Results Of Voting With Respect To Debtors' Plan Of Liquidation Under Chapter 11 OfThe Bankruptcy Code. Dated: May 24, 2010 Wilmington, Delaware s Plaza, Suit 1313 N. Market Street, P.O. Box 1709 Wilmington, Delaware 19899-1709 Tel.: (302) 777-6500 Fax: (302) 421-8390 Section 327(a) Counsel to the Debtors 1 The Debtors are Electroglas, Inc. ("Electroglas") and Electroglas International, Inc. ("Electroglas International"). #12629640 vl IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Chapter 11 In re: Case No. 09-12416 (PJW) ELECTROGLAS, INC., et al., 1 (Jointly Administered) Debtors. DECLARATION OF BRIAN K. OSBORNE OF OMNI MANAGEMENT GROUP, LLC REGARDING THE TABULATION OF AND RESULTS OF VOTING WITH RESPECT TO DEBTORS' PLAN OF LIQUIDATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE STATE OF CALIFORNIA } } ss.: COUNTY OF LOS ANGELES } Brian K. Osborne, under penalty of perjury under the laws of the United States, hereby declares as follows: 1. I am a member of Omni Management Group, LLC ("Omni"). I am over the age of 18 years and not a party to the above-captioned chapter 11 cases. 2. Except as otherwise indicated, all facts set forth herein are based upon my personal knowledge or my review of relevant documents. If I were called upon to testify, I could and would testify competently as to the facts set forth herein. I submit this declaration with respect to the Debtors' Plan of Liquidation Under Chapter 11 of the Bankruptcy Code (as may be amended or supplemented from time to time and including all exhibits and 1 The Debtors are Electroglas, Inc. (EIN 77-0336101) ("Electroglas") and Electroglas International, Inc. (EIN 77-0345011) ("Electroglas International"). #12625070 v2 supplements thereto, the "Plan"). 3. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Order (A) Approving Disclosure Statement; (B) Fixing The Voting Record Date; (C) Approving Solicitation and Voting Procedures with Respect to Debtors' Chapter 11 Plan; (D) Approving Form of Solicitation Package and Notices; and (E) Scheduling Certain Dates in Connection Therewith, dated April 13, 2010 [Docket No. 513] (the "Disclosure Statement Order"). 4. In accordance with the Order Authorizing The D ~ b t o r s To Employ Omni Management Group, LLC As Claims, Balloting, Noticing And Administrative Agent Nunc Pro Tunc To The Petition Date, dated July13, 2009 [Docket No. 32], Omni was appointed to act as, among other things, Balloting Agent to the above captioned debtors (collectively, the "Debtors"), for the purpose of soliciting, receiving and tabulating the ballots accepting or rejecting the Plan. 5. Pursuant to the Disclosure Statement Order, April 8, 2010 was established as the record date for purposes of determining: (a) the creditors entitled to receive the Solicitation Package pursuant to the Solicitation Procedures; (b) the creditors entitled to vote to accept or reject the Plan; and (c) whether claims have been properly transferred to an assignee pursuant to Bankruptcy Rule 3001(e) such that the assignee can vote as the holder of the claim. 6. Pursuant to the Disclosure Statement Order, Holders of Class 2 - Secured Noteholder Claims, Class 3 - Superpriority Claims, Class 4 - Deficiency Claims, Class SA - EG General Unsecured Claims, Class SB - Ell General Unsecured Claims, and Class 6 - Convenience Claims (the "Voting Creditors") were entitled to vote to accept or 2 #12625070 v2 reject the Plan. 7. In accordance the procedures set forth in the Disclosure Statement Order, Omni supervised the preparation and mailing of packages (the "Solicitation Packages") to: the Voting Creditors and all other parties in interest entitled to receive any notices with respect to the Plan, including the Confirmation Hearing Notice and all non-voting status notices, which Solicitation Packages were mailed on or before Aprill9, 2010. A Solicitation Package for Voting Creditors contained: a. Disclosure Statement and Plan with exhibits attached b. Confirmation Hearing Notice c. Disclosure Statement Order d. Ballot and voting instructions with respect thereto, with a pre- addressed, postage pre-paid return envelope Pursuant to the Disclosure Statement Order, all completed ballots for the Voting Creditors were required to be returned to Omni so as to be received no later than 4:00p.m. prevailing Eastern Time on May 19, 2010 (the "Voting Deadline"). 7. Upon receipt of the envelopes containing ballots, Omni adhered to the following procedures: # 12625070 v2 1. Each returned envelope was opened and the ballots were removed, inspected and stamped with the date received; u. Prior to solicitation, each ballot was given a sequential number when received (the "Ballot Identification Number"). Omni personnel then entered into a computer database (reserved exclusively for recording votes), all pertinent information from the ballots, including, among other things, the Ballot Identification Number and whether such ballots indicated acceptance or rejection ofthe Plan. 111. All properly completed and executed ballots that were received by Omni on or prior to the Voting Deadline were tabulated in 3 accordance with the Disclosure Statement Order and the above procedures. IV. Omni is in possession of all such ballots and copies of such ballots are available for review during Omni regular business hours at Omni's offices, located at 16501 Ventura Boulevard, Suite 440, Encino, CA 91436-2068. 8. The results of the aforementioned tabulation of all properly executed and completed ballots received by the Voting Deadline are set forth in Table 1 below. In addition, annexed hereto as Exhibit A is a detailed accounting of the tabulation. TABLE 1-TABULATION OF BALLOTS TOTAL VOTES COUNTED ACCEPT REJECT VOTING CLASS AMOUNT NUMBER AMOUNT NUMBER Class 2 - Secured $3,724,000.00 2 $0 0 Noteholder Claims 100% 100% 0% 0% Class 3 - Superpriority $4,000,000.00 2 $0 0 Claims 100% 100% 0% 0% Class 4 - Deficiency $22,026,000.00 2 $0 0 Claims 100% 100% 0% 0% Class 5A- EG General $714,721.03 12 $0 0 Unsecured Claims 100% 100% 0% 0% Class 5B - Ell General $0 0 $0 0 Unsecured Claims 0% 0% 0% 0% Class 6- Convenience $11,158.11 13 $0 0 Claims 100% 100% 0% 0% 4 # 12625070 v2 11. Table 1 does not reflect any ballots that were invalid, not timely received or otherwise failed to conform to the requirements set forth in the voting instructions and procedures contained on the ballots and in the Disclosure Statement Order. Exhibit "B" hereto identifies those ballots that were not included in the tabulation and the reasons for their exclusion. I declare under penalty of perjury that, to the best of my know led foregoing is true and correct. {State of California } { } ss. {County ofLos Angeles } Subscribed and sworn to (or affirmed) before me on this (JI.jiil-ctay of I!JatJ , 2010 , by Brian j{ Qe,lA:JouL_ , proved to me on the basis of satisfactory to be the who appeared before me.
Notary Public
CATHERINE A. P.OJO Commission # 1 804344 Notary Public California 1 z Los Angeles County J . o o o oMl iu! 2J-J&1 tl 5 # 12625070 v2 EXHIBIT A ELECTROGLAS, INC., et. AI. Case No. 09-12416 (PJW) Ballot Report Class 2 - Secured Noteholder Claims Name of Holder Date Received EQ Acquisition, LLC C/0 Advanced 5/18/2010 Inquiry Systems, Inc. Formfador. Inc. and its Subsidiary 5/18/2010 Class 2 -Secured Noteholder Claims #Votes Vote% Tabulated Amount Amount% : Claim 10 108 123 L.___ Total Valid 2 100% $3,724,000.00 100% Schedule 10 16536 16864 16859 Ballot Amount $14,500,000.00 $11,250,000.00 Vote Accept Accept Accepted Rejected 2 0 100% 0% $3,724,000.00 $0.00 100% 0% Page 1 of 1 May 24, 2010 10:26:06 AM Tabulated Amount Comment The claims classified into Plan classes 2, 3 and 4 are based upon ownership and amounts owed under the Notes. The tabulated amounts listed herein are attributable to those portions of the respedive claims that Debtors presenUy $2,048,200.00 estimate are entitled to treatment in these respedive classes. Such tabulation amounts are based upon Debtors' present estimates and are included herein for voting purposes, only. The ultimate allowed amounts of the respective claims and portions classified into Plan classes 2, 3 and 4 for distribution purposes shall be determined in accordance with the provisions of the Plan. The claims classified into Plan classes 2. 3 and 4 are based upon ownership and amounts owed under the Notes. The tabulated amounts listed herein are attributable to those portions of the respective claims that Debtors presently $1,675,800.00 estimate are enmled to treatment in these respedive classes. Such tabulation amounts are based upon Debtors' present estimates and are included herein for voting purposes, only. The ultimate allowed amounts of the respedive claims and portions classified into Plan classes 2. 3 and 4 for distribution purposes shall be determined in accordance with the provisions of the Plan. . - Invalid 0 ELECTROGLAS, INC., et. AI. Case No. 09-12416 (PJW) Ballot Report Class 3 - Superpriority Claims Name of Holder Date Received EQ Acquisition, LLC CIO Advanced 5/1812010 Inquiry Systems, Inc. Formfactor, Inc. and its Subsidiary 5118/2010 Class 3 - Superpriority Claims #Votes Vote% Tabulated Amount Amount% : : Claim 10 108 123 Total Valid 2 100% $4,000,000.00 100% Schedule ID 16536 16864 16859 Ballot Amount $14,500,000.00 $4,000,000.00 Vote Accept Accept Accepted Rejected 2 0 100% 0% $4,000,000.00 $0.00 100% 0% - Page 1 of 1 May 24, 2010 10:26:57 AM Tabulated Amount Comment The clarms classified into Plan classes 2. 3 and 4 are based upon ownership and amounts owed under the Notes. The tabulated amounts listed herein are attributable to those portions of the respective claims that Debtors presendy $2,200,000.00 estimate are to treatment in these respective classes. Such tabulation amounts are based upon Debtors' present estimates and are included herein for voting purposes. only. The ultimate allowed amounts of the respective claims and portions classified into Plan classes 2, 3 and 4 for distribution purposes shall be determined in accordance with the provisions of the Plan. The claims classified into Plan classes 2. 3 and 4 are based upon ownership and amounts owed under the Notes. The tabulated amounts listed herein are attributable to those portions of the respective claims that Debtors presently $1,800,000.00 estimate are entitled to treatment in these respective classes. Such tabulation amounts are based upon Debtors' present estimates and are included for voting purposes, only. The ultimate allowed amounts of the respective claims and portions classified into Plan classes 2, 3 and 4 for distribution purposes shall be determined in accordance wrth the provisions of the Plan. Invalid 0 ELECTROGLAS, INC., et. al. Page 1 of, Case No. 09-12416 (PJW) Ballot Report Class 4- Deficiency Claims Ballot Detail Name of Holder EQ Acquisilion, LLC C/O Advanced Inquiry Syslems, Inc. Formfaclor. Inc. and ils Subsidiary - Class 4- Deficiency Claims Tabulation Summary Report Date Rec'd 5/18/2010 5118/2010 Claim or Ballot Vote Tabulated Sched.ID Amount Amount C-108 $ 14,500.000.00 Accepl $ 12,114,300.00 S-16536 C-123 $ 22,026,000.00 Accepl $ 9,911,700.00 S-16864 S-16859 Voles _ _ _ _ Vole%: 1 DO% 0% 100% I Tolal Amount I $ 22,026,000.00 I $ 22,026,000.00 $ Amounl %: 100% 0% May 24,2010 1029:18 AM Opt Out Jrd Party Release Comments Yes The claims classified inlo Plan classes 2. 3 and 4 are based upon ownership and amounls owed under lhe Noles. The labulaled amounls lisled herein are altribulable lo lhose portions of I he respeclive claims lhal Deblors presenlly eslimale are enlilled lo lrealmenl in lhese respeclive classes. Such labulalion amounls are based upon Deblors' presenl eslimales and are included herein for voling purposes, only. The uHimale allowed amounls of lhe respeclive claims and portions classified inlo Plan classes 2. 3 and 4 for dislribulion purposes shall be delermined in accordance wilh lhe provisions of lhe Plan. Yes The claims classified inlo Plan classes 2, 3 and 4 are based upon ownership and amounls owed under lhe Noles. The labulaled amounls lisled herein are altribulable lo lhose portions of lhe respeclive claims lhal Deblors presenlly eslimale are enlilled lo lrealmenl in lhese respeclive classes. Such labulalion amounls are based upon Deblors' presenl eslimales and are included herein for voling purposes. only. The ullimale allowed amounls of lhe respeclive claims and portions classified inlo Plan classes 2. 3 and 4 for dislribulion purposes shall be delermined in accordance wilh lhe provisions of lhe Plan. ELECTROGLAS, INC., et. at. Case No. 09-12416 (PJW) Ballot Report Class SA - EG General Unsecured Claims Ballot Detail Date Name of Holder Rec'd Advanced Material Solutions Inc. 5/17/2010 Armstrona Technoloav. Inc. 5/11/2010 Armstrong Technology, Inc. 5/11/2010 Blakely Sokoloff Taylor & Zafman LLP 5/17/2010 Capacitec. Inc. 5/8/2010 Dynaca Products 5/3/2010 ROC Machine. Inc. 5/8/2010 Thomas E. Brunton 4/30/2010 Thomas E. Brunton 4/30/2010 U-Freight Singapore PTE LTD .. 5/17/2010 U-Freight America. Inc. 5/17/2010 United Parcel Service 5/7/2010 Claim or Ballot Sched.ID Amount C-22 $ 8,660.00 C-28 $ 3,787.01 C-63 $ 3,787.01 C-125 $ 33,520.41 C-67 $ 4,935.00 C-7 $ 6,544.45 C-68 $ 23,102.48 C-93 $ 510.643.00 S-19289 $ 12,783.60 C-69 $ 24.382.54 C-68 $ 86,242.29 C-133 $ 7,859.71 May 24,2010 9:32:20AM Opt Out Vote Tabulated Conv. Noteholder 3rd Party Comments Amount Election Release Release Accept $ 8,660.00 Accept $ 3,787.01 Yes Accept $ 3,787.01 Yes Claim No. 63 is subject to the 3rd Omnibus Objection filed an April 23, 2010 which seeks to re-classify Claim No. 63 as Unsecured and to allow claim in the Unsecured amount of $3,787.01 Accept $ 33,520.41 Accept $ 4,935.00 Yes Accept $ 6,544.45 Accept $11.576.01 Yes Yes Claim is subject to the 3rd Omnibus Objection filed on April23. 2010 which seeks to allow an unsecured portion of their claim 1n the amount of $11.576.01. Vote was tabulated in the amount ($11, 576.01) proposed in the objection. Accept $ 510,643.00 Accept $ 12,783.60 Accept $ 24,382.54 Yes Yes Accept $ 86,242.29 Yes Yes ~ ~ e p . ! . . . _ $ 7,859.?.2._ --- - --- ELECTROGLAS, INC., et. at. Case No. 09-12416 (PJW) Ballot Report Class SA- EG General Unsecured Claims Tabulation Summary Report ELECTROGLAS, INC., et. AI. Case No. 09-12416 (PJW) Ballot Report Class 58 - Ell General Unsecured Claim Date Claim Schedule Ballot Tabulated Name of Holder Received 10 10 Amount Vote Amount Comment Page 1 of 1 May 21, 2010 4:13:24 PM [ No Ballots received in Class 58 I Class 58 - Ell General Unsecured Claim Total Valid #Votes Vote% Tabulated Amount Amount% : : 0 0% $0.00 0% Accepted 0 0% $0.00 0% Rejected Invalid 0 0 0% $0.00 0% - ...,;:...._L.....---- -------- ELECTROGLAS, INC., et. al. Case No. 09-12416 (PJW) Ballot Report Class 6- Convenience Claims Ballot Detail Name of Holder Bay Seal Co. Inc. Black Box Corporation Digi-Key Corp. Geier & Bluhm, Inc. Kent H. Landsberg Co. Lab Safety Supply Newport Corp. Pape Material Handling, Inc. Pape Material Handling, Inc. PSI Solutions, Inc. United Parcel Service Verizon Wireless Zippertubing Co. Class 6- Convenience Claims Tabulation Summary Report Date Claim or Ballot Rec'd Sched.ID Amount 4/30/2010 C-72 $ 497.66 5/3/2010 C-25 $ 200.27 4/30/2010 C-85 $ 593.18 5/3/2010 C-29 $ 64.00 5/3/2010 C-46 $ 1,276.00 4/30/2010 C-84 $ 207.90 4/30/2010 C-78 $ 199.92 5/8/2010 C-20 $ 549.16 5/8/2010 C-26 $ 2,182.40 5/14/2010 C-14 $ 365.00 5/7/2010 C-35 $ 3,617.02 5/8/2010 C-40 $ 890.60 5/8/2010 C-58 .... ..... v Vote %: 100% 0% TotaiAmount: $ 11,158.11 $ 11,158.11 $ Amount%: 100% 0% May 21, 2010 4:13:24 PM Opt Out Vote Tabulated Noteholder 3rd Party Amount Release Release Comments Accept $ 497.66 Yes Yes Accept $ 200.27 Accept $ 593.18 Accept $ 64.00 Accept $ 1,276.00 Accept $ 207.90 Yes Yes Accept $ 199.92 Accept $ 549.16 Accept $ 2,182.40 Accept $ 365.00 Accept $ 3,617.02 Accept $ 890.60 Accept $ 515.00 No amount indicated by creditor on ballot. Creditor submitted ballot on account of cia 1m no. 58 in the filed amount of $515.00. The voting amount used for tabulation purposes is $515.00 on account of the filed claim amount. EXHIBITB ELECTROGLAS, INC., et. al. Case No. 09-12416 (PJW) Ballot Report Class SA - EG General Unsecured Claims Invalid Ballot Detail Date Name of Holder Rec'd RDC Machine. Inc. 5/8/2010 Class SA - EG General Unsecured Claims Invalid Tabulation Summary Report ; Votes Vote% Tolal Amount Amount% Invalid 1 $0.00 I I I $ Claim or Ballot Sched.ID Amount C-3 $ 23,102.48 Debtors' Plan Accepted Rejected 0 0 0% 0% - $ 0% 0% May 24. 2010 9.32:20 AM Opt Out Vote Tabulated Conv. Note holder Jrd Party Comments Amount Election Release Release Invalid $0.00 Invalid Vote: Ballot cast is with respect to Claim No. 3 which is amended by Claim No. 68. A ballot has been received with respect to the Amended Claim No. 68. - -- - ----- - --- --- -
Order Confirming Joint Plan of Liquidation of The Debtors and The Official Committee of Unsecured Creditors Pursuant To Chapter 11 of The Bankruptcy Code
For Entry of An Order Extending The Exclusive Periods During Which Only The Debtors May File A Chapter 11 Plan and Solicit Acceptances Thereof (Docket No. 805) (The "Second Exclusivity
In The United States Bankruptcy Court For The District of Delaware) in Re:) Chapter 11) Mervyn'S Holdings, LLC,) Case No. 08-11586 (KG) ) Debtors.) ) Jointly Administered
Aaron J. Furman, Martin J. Joel, Jr., Alvin Katz, Francis P. Maglio, Harvey Sheid, Everard M.C. Stamm and Robert C. Stamm, Martin J. Joel, Jr., Harvey Sheid, Everard M.C. Stamm and Robert C. Stamm v. John Cirrito, Harold S. Coleman, John A. Miller, Francis G. Rea, Peter M. Toczek and A.J. Yorke, 828 F.2d 898, 2d Cir. (1987)