Attached files
| file | filename |
|---|---|
| 8-K - TXCO Resources Inc | v174664_8k.htm |
| EX-10.2 - TXCO Resources Inc | v174664_ex10-2.htm |
| EX-3.2 - TXCO Resources Inc | v174664_ex3-2.htm |
| EX-3.1 - TXCO Resources Inc | v174664_ex3-1.htm |
IN
THE UNITED STATES BANKRUPTCY COURT
FOR
THE WESTERN DISTRICT OF TEXAS
SAN
ANTONIO DIVISION
|
In
re:
TXCO
RESOURCES INC., et
al.,
Debtors.
|
§
§
§
§
§
|
CHAPTER
11 CASE
CASE
NO. 09-51807
Jointly
Administered
|
NOTICE
OF (A) OCCURRENCE OF EFFECTIVE DATE, (B) DEADLINE FOR
CREDITORS
TO FILE MOTION SEEKING INTEREST IN EXCESS OF PLAN RATE
AND
ALLOWANCE OF ATTORNEYS’ FEES, AND (C) BAR DATE FOR FILING
ADMINISTRATIVE
CLAIMS
1. Confirmation of the
Plan. On January 27, 2010, the United States Bankruptcy Court
for the Western District of Texas (the “Bankruptcy Court”) entered an order (the
“Confirmation Order”) confirming the Second Amended Plan of
Reorganization for TXCO Resources Inc., et al., Debtors and
Debtors-in-Possession Based on Sale of the Debtors’ Assets, as Modified
(the “Plan”), in the chapter 11 cases of the above-captioned debtors and
debtors-in-possession (collectively, the “Debtors”). Unless otherwise
defined in this Notice, capitalized terms and phrases used herein have the
meanings given to them in the Plan and the Confirmation Order. A copy
of the Plan and Confirmation Order can be obtained at your own expense at
www.txwb.uscourts.gov, http://cases.administarllc.com/ or by written request to
Administar Services Group LLC, Kurtzman Carson Consultants LLC, c/o Deborah
VanSchoor, 8475 Western Way, Suite 110, Jacksonville, Florida
32256.
2. Effective Date. On
February 11, 2010 the Effective Date of the Plan occurred.
3. Bar
Dates.
a. Administrative
Claims Bar Date. “Administrative
Claims” are defined by the Plan as Claims for payment of an administrative
expense of a kind specified in section 503(b) of the Bankruptcy Code and
entitled to priority pursuant to section 507(a)(1) of the Bankruptcy Code,
including, but not limited to, (a) any actual and necessary costs and expenses,
incurred after the Petition Date, of preserving the Estates and operating the
business of the Debtors (including wages, salaries, or commissions for services
rendered after the Petition Date), (b) Professional Fee Claims, and (c) all fees
and charges assessed against the Estates under chapter 123 of title 28, United
States Code. Except as otherwise provided below, unless previously
filed, requests for payment of Administrative Claims must be filed with the
Clerk of the United States Bankruptcy Court for the Western District of Texas,
United States Courthouse, 615 E. Houston St., San Antonio, Texas 78205, and
served by personal service, overnight delivery, or first class mail, but NOT by
electronic mail or facsimile, so as to be RECEIVED no later than March 29, 2010 by Administar
Services Group LLC, Kurtzman Carson Consultants LLC, c/o Deborah VanSchoor, 8475
Western Way, Suite 110, Jacksonville, Florida 32256, with copies
to: (i) Reorganized TXCO, Inc., 777 E. Sonterra Blvd., Suite 350, San
Antonio, TX 78258, Attn: Rick Sartor; (ii) undersigned counsel to Reorganized
TXCO, Inc.; (iii) United States Trustee, 615 E. Houston St., Suite 533, San
Antonio, Texas 78205, Attn: James Rose, Esq.; (iv) the Disbursing Agent, Albert
S. Conly, FTI Consulting Inc., 2001 Ross Avenue, Suite 400, Dallas, Texas 75201;
and (v) Counsel to the Purchasers: Charles A. Beckham, Jr., Haynes and Boone,
LLP, 1221 McKinney, Suite 2100, Houston, TX 77010 and Brenda Funk, Weil, Gotshal
& Manges LLP, 700 Louisiana Street, Suite 1600, Houston, Texas 77002
(collectively, the “Notice Parties”). Unless any Notice Party objects
to an Administrative Claim on or before May 13, 2010, such Administrative Claim
shall be deemed allowed in the amount requested. In the event that
the Notice Parties object to an Administrative Claim, the Bankruptcy Court shall
determine the Allowed amount of such Administrative
Claim. Notwithstanding the foregoing, the Disbursing Agent may pay,
in his discretion, in accordance with the terms and conditions of any agreements
relating thereto, any Administrative Claim as to which no request for payment
has been timely filed but which is paid or payable by a Debtor in the ordinary
course of business.
b. Deadline
for Submitting Professional Fee Claims. All Professionals
or other entities requesting compensation or reimbursement of expenses pursuant
to sections 327, 328, 330, 331, and 1103 of the Bankruptcy Code for services
rendered on or before the Effective Date shall file an application for final
allowance of compensation and reimbursement of expenses with the Clerk of the
United States Bankruptcy Court for the Western District of Texas, United States
Courthouse, 615 E. Houston St., San Antonio, Texas 78205, and serve by personal
service, overnight delivery, or first class mail, but NOT by electronic mail or
facsimile, so as to be RECEIVED no later than April 12, 2010 by the Notice
Parties, as defined in above in paragraph 3(a). Objections to
applications of Professionals for compensation and reimbursement of expenses
must be filed with the Bankruptcy Court no later than sixty (60) days after the
end of the month in which the Effective Date occurred. All compensation and
reimbursement of expenses allowed by the Bankruptcy Court shall be paid ten (10)
days after the entry of an Order allowing such fees and expenses, or as soon
thereafter as practicable.
c. Bar Date
for Proofs of Claim Relating to Rejected Executory Contracts or Unexpired
Leases. If the rejection by a Debtor or Reorganized TXCO,
pursuant to the Plan or otherwise, of an executory contract or unexpired lease
pursuant to the Plan results in a Claim, then such Claim shall be forever barred
and shall not be enforceable against any Debtor or Reorganized TXCO or the
properties of any of them unless a Proof of Claim is RECEIVED by the Debtors’
Claims Agent, Administar Services Group LLC, Kurtzman Carson Consultants LLC,
c/o Deborah VanSchoor, 8475 Western Way, Suite 110, Jacksonville, Florida 32256,
and served on the Notice Parties, as defined above in paragraph 3(a), within
thirty (30) days after service of the earlier (a) notice of the Effective Date,
or (b) other notice that the executory contract or unexpired lease has been
rejected. Nothing in this section 3(c) or in Section 8.11 of the Plan
shall revive or deem to revive a previously Disallowed Claim or extend a
previously established bar date, if applicable. The Debtors’ Claims
Agent will not accept any Proof of Claim sent by facsimile or by electronic
mail.
2
d. Bar Date
for Requesting Payment of Interest in Excess of the Plan Rate and Recovery of
Attorneys’ Fees.Any holder of an Allowed Claim seeking (a) payment
of Post-Petition Interest on such holder’s Claim at a rate other than the Plan
Rate of 5% per annum and/or (b) reimbursement of attorneys’ fees and other costs
and expenses associated with such holder’s Claim (or both) shall file a motion
seeking such relief within thirty (30) days after the Effective Date. Any such
motion must include all documentation upon which the Claimant relies including,
but not limited to, any contract with the Debtors and invoices reflecting
attorneys’ fees and costs actually incurred, to establish the Claimant’s
entitlement to (a) Post-Petition Interest at a rate other than the Plan Rate and
(b) attorneys’ fees and other costs and expenses. THE INCLUSION OF THE ENTITLEMENT TO
THESE TYPES OF CLAIMS IN PROOFS OF CLAIM PREVIOUSLY FILED SHALL ONLY BE SUFFICIENT TO ESTABLISH SUCH
CLAIMS WITHOUT A SUPPLEMENTAL FILING IF THE PROOF OF CLAIM STATES ON ITS FACE
THE RATE OF INTEREST AND ACTUAL AMOUNT OF ATTORNEYS’ FEES. If
the Proof of Claim filed by Claimant does not state on its face the rate of
interest and actual amount of attorneys’ fees that accrued pre-petition, such
amount shall be included in the amount set forth in the motion. The
Interested Parties shall have thirty (30) days from receipt of any such motion
to file a response to such motion, which will also include any objection that
the Interested Parties have to the principal amount of such Claim.
4. Releases
by Debtors and Debtors in Possession.
a. Pursuant
to section 1123(b) of the Bankruptcy Code, and except as otherwise specifically
provided in the Plan or the Confirmation Order, for good and valuable
consideration, including the service of the Released Parties to facilitate the
expeditious reorganization of the Debtors, Reorganized TXCO and the
implementation of the restructuring contemplated by the Plan, on and after the
Effective Date, the Debtors, Reorganized TXCO and their Estates, for themselves
and on behalf of their respective successors and assigns, shall be deemed to
have conclusively, absolutely, unconditionally, irrevocably, and forever,
released each of (i) the Released Parties and (ii) the Debtors’, Reorganized
TXCO’s and their Estates’ past and present directors, managers, officers,
employees, attorneys and other representatives from any and all claims,
interests, obligations, rights, suits, damages, losses, costs and expenses,
actions, causes of action, remedies, and liabilities of any kind or character
whatsoever, including any derivative claims asserted or assertable on behalf of
the Debtors, Reorganized TXCO, and their Estates, whether known or unknown,
foreseen or unforeseen, liquidated or unliquidated, suspected or unsuspected,
matured or unmatured, fixed or contingent, existing or hereinafter arising, in
law, equity, or otherwise, that the Debtors, Reorganized TXCO or their
respective Affiliates or Estates ever had, now has or hereafter can, shall or
may have, or otherwise would have been legally entitled to assert in their own
right (whether individually or collectively) or on behalf of the holder of any
Claim or Interest or other Entity, against any (i) of the Released Parties and
(ii) the Debtors’, Reorganized TXCO’s and their Estates’ current and former
directors, managers, officers, employees, attorneys and other representatives
arising from or relating to, directly or indirectly from, in whole or in part,
the Debtors, the Debtors’ restructuring, the Cases, the purchase, sale, or
rescission of the purchase or sale of any security of the Debtors, the subject
matter of, or the transactions or events giving rise to, any Claim or Interest
that is treated in the Plan, the business or contractual arrangements among any
two or more of any of Debtors, Reorganized TXCO or any of the Released Parties
(and the acts or omissions of any other Released Party in connection therewith),
the restructuring of Claims and Interests prior to or in the Cases, the
negotiation, formulation, or preparation of the Plan and Disclosure Statement,
or related agreements, instruments, or other documents, or any other act or
omission, transaction, agreement, event, or other occurrence, including the
management and operation of the Debtors, taking place on or before the Effective
Date. Notwithstanding the foregoing, nothing in this Section 14.8 shall release
any of the Released Parties or other individual included within this release
from liability for (i) any act or omission by such of the Released Parties or
other individual that is found by a court of law in a final, non-appealable
judgment to constitute Fraud, willful misconduct, or gross negligence, or (ii)
any obligation for borrowed money owed by the Released Parties to the Debtors,
Reorganized TXCO or their respective Affiliates or Estates.
3
b. Reorganized
TXCO and any newly-formed entities that will be continuing the Debtors’
businesses after the Effective Date shall be bound, to the same extent the
Debtors are bound, by all of the releases set forth above.
5. Record Date. The
record date for distributions provided for in the Plan shall be February 11,
2010. Additionally, on February 11, 2010 the register for any equity
interest in the Debtors shall be closed and any transfer of claims or interests
after February 11, 2010 shall not be recognized by either the Disbursing Agent
or the Trustee.
6. Post-Effective
Date. When serving notices, parties in interest shall be
entitled to limit notice after the
Effective Date and shall be obligated to serve only the
following: (i) Reorganized TXCO, Inc., 777 E. Sonterra Blvd.,
Suite 350, San Antonio, TX 78258, Attn: Rick Sartor; (ii) undersigned counsel to
Reorganized TXCO, Inc.; (iii) United States Trustee, 615 E. Houston
St., Suite 533, San Antonio, Texas 78205, Attn: James Rose, Esq.; (iv) the
Disbursing Agent, Albert S. Conly, FTI Consulting Inc., 2001 Ross Avenue, Suite
400, Dallas, Texas 75201; and (v) Counsel to the Purchasers: Charles A. Beckham,
Jr., Haynes and Boone, LLP, 1221 McKinney, Suite 2100, Houston, TX 77010 and
Brenda Funk, Weil, Gotshal & Manges LLP, 700 Louisiana Street, Suite 1600,
Houston, Texas 77002 (the “Post-Effective Date Notice
Parties”). Accordingly, please take notice that
unless you are included in categories (a) – (f), you will receive no further
notices regarding these cases unless you serve the Post-Petition Date Notice
Parties with a written request for post-Effective Date
Notice.
Dated: February
12, 2010
|
Respectfully
submitted,
COX
SMITH MATTHEWS INCORPORATED
112
East Pecan Street, Suite 1800
San
Antonio, TX 78205
(210)
554-5500
(210)
226-8395 (Fax) |
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By:
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/s/ Thomas
Rice
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Deborah
D. Williamson
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Texas
State Bar No. 21617500
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Patrick
L. Huffstickler
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Texas
State Bar No. 10199250
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Thomas
Rice
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Texas
State Bar No. 24025613
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ATTORNEYS
FOR DEBTORS AND
DEBTORS-IN-POSSESSION
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