Attached files
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| EX-2.1 - EX.2.1 - PLAN OF LIQUIDATION UNDER CHAPTER 11 - FINLAY ENTERPRISES INC /DE | mm08-2310_8ke021.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 29,
2010
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Finlay
Enterprises, Inc.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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0-25716
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13-3492802
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||
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS Employer Identification
No.)
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1350
Avenue of the Americas,
New
York, New York
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10019
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (212) 661-7803
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Not
Applicable
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||
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(Former
name or former address, if changed since last report.)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
£ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
£ Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
£ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
£ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.03. Bankruptcy
or Receivership
Commencing
on August 5, 2009, Finlay Enterprises, Inc.
(the “Registrant”), and
certain of its subsidiaries, including Finlay Fine Jewelry Corporation (together
with the Registrant, the “Debtors”), filed voluntary
petitions for relief under chapter 11 of title 11 of the United States Code (the
“Bankruptcy Code”) with
the United States Bankruptcy Court for the Southern District of New York (the
“Bankruptcy Court”)
(In re Finlay Enterprises
Inc., Case No. 09-14873 (JMP)). On June 29, 2010, the
Bankruptcy Court entered an order (the “Confirmation Order”)
confirming the Debtors’ Modified Plan of Liquidation Under Chapter 11 of the
Bankruptcy Code, dated May 18, 2010 (the “Plan”). The Plan
became effective and substantially consummated on August 2, 2010 (the “Effective Date”). A
copy of the Plan, as confirmed by the Bankruptcy Court, is attached hereto as
Exhibit 2.1, and is incorporated herein by reference.
Summary
of the Plan
The
following is a summary of the material terms of the Plan, as confirmed by the
Bankruptcy Court. This summary is qualified in its entirety by
reference to the Plan, a copy of which is attached hereto as Exhibit
2.1. Capitalized terms used but not defined herein shall have the
meanings set forth in the Plan.
The Plan
is a liquidating plan. The Plan provides, among other things, for the
liquidation of the Debtors’ remaining assets by a Plan Administrator,
satisfaction, in cash, of all Administrative Expense Claims, satisfaction, in
cash, of all Secured Claims, and cash distributions to the Debtors’ Third Lien
and General Unsecured Creditors. All existing Equity Interests in the
Debtors were terminated on the Effective Date and holders of Equity Interests
will receive no distribution under the Plan.
On the
Effective Date of the Plan, all of the Debtors’ remaining assets vested in the
Post Effective Date Debtors, and such assets will be liquidated by the Plan
Administrator for the benefit of the holders of Allowed Third Lien
Claims. The Post Effective Date Debtors will be dissolved after the
liquidation is completed. In addition, Harbinger Capital Partners
Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund,
L.P., as significant pre-petition holders of Third Lien Note Claims, have paid
$7 million for the benefit of General Unsecured Creditors, in exchange for a
full release of all claims against them.
All
Equity Interests that were issued by the Registrant were cancelled on the
Effective Date and one (1) new share of Registrant common stock was issued to
the Plan Administrator who shall hold such share for the benefit of the holders
of the former Equity Interests consistent with their former
entitlements. All common stock of the other Debtors outstanding after
the Effective Date will be cancelled on the date such Debtors are
dissolved.
Information
regarding the assets and liabilities of the Registrant is included in the
Monthly Operating Report for the fiscal month ended July 3, 2010, which is
attached as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed
with the Securities and Exchange Commission on July 30, 2010 and incorporated
herein by reference.
Item 9.01. Financial
Statements and Exhibits
(d) Exhibits.
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Exhibit
Number
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Description
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2.1
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Debtors’
Modified Plan of Liquidation Under Chapter 11 of the Bankruptcy Code, as
confirmed by the Bankruptcy Court on June 29,
2010.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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FINLAY
ENTERPRISES, INC.
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Date:
August 23, 2010
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By:
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/s/
Bruce E. Zurlnick
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Bruce
E. Zurlnick
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Financial
Consultant
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