Exhibit 99.2
UNITED
STATES BANKRUPTCY COURT
MIDDLE
DISTRICT OF FLORIDA
JACKSONVILLE
DIVISION
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In
re:
Debtors.
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Case
No. 03:08-bk-07610-PMG
Chapter
11
Jointly
Administered with cases
03:08-bk-07611-PMG
and
03:08-bk-07612-PMG
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DEBTORS’
COMBINED PLAN OF LIQUIDATION OF
A21, INC., SUPERSTOCK, INC. AND ARTSELECT,
INC.
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a21, Inc.
(“a21”),
SuperStock, Inc. (“SuperStock”) and
ArtSelect, Inc. (“ArtSelect” and
together with a21 and SuperStock, the “Debtors”), as Debtors
and Debtors-in-Possession, propose the following Combined Plan of Liquidation
pursuant to Chapter 11 of the Bankruptcy Code. The Plan is a plan of
self-liquidation by which the Debtors, under the control of the Bankruptcy
Court, shall sell the Debtors’ assets and business free and clear of all liens,
claims and encumbrances and pay the creditors to the fullest extent possible
from the Cash so created.
Subject
to the restrictions in Section 1127 of the Bankruptcy Code, the Debtors
reserve the right to alter, amend or modify the Plan before its substantial
completion.
ARTICLE
1.
DEFINITIONS
The
following shall have the respective meanings specified below, unless the context
otherwise requires. Unless otherwise indicated the singular shall include the
plural and the plural shall include the singular.
1.1. “a21” means Debtor a21,
Inc.
1.2. “Administrative Expense” means
any cost or expense of administration of the Chapter 11 Case allowed under
Sections 503(b) and 507(a)(1) of the Bankruptcy Code, including, without
limitation, any actual and necessary expenses of preserving the Estate of the
Debtors, any actual and necessary expenses of operating the business of the
Debtors, all legal and professional fees of counsel for the Debtors and other
compensation or reimbursement of expenses to the extent allowed by the
Bankruptcy Court under Section 330 or Section 503 of the Bankruptcy Code, and
any fees or charges assessed against the Estate of the Debtors under Chapter 123
of Title 28, United States Code.
1.3. “Allowed” means, with respect
to an Administrative Expense, a Secured Claim, a Priority Claim, or an Unsecured
Claim, any such Claim, proof of which was timely and properly filed or, if no
proof of claim was filed, which has been or hereafter is listed by the Debtors
on their schedules as liquidated in amount and not disputed or contingent, and,
in either case, a Claim as to which no objection to the allowance thereof has
been interposed on or before the Confirmation Date or such other applicable
period of limitation fixed by the Plan, the Bankruptcy Code, the Bankruptcy
Rules, or the Bankruptcy Court, or as to which any objection has been determined
by Final Order to the extent such objection is determined in favor of a
claimant. Unless otherwise specified herein or by order of the Bankruptcy Court,
an “Allowed Administrative Expense” or an “Allowed Claim” shall not, for
purposes of computation of distributions under the Plan, include interest on
such Claim for the period from and after the Petition Date.
1.4. “ArtSelect” means Debtor
ArtSelect, Inc.
1.5. “ArtSelect Noteholders” means
the holders of $2.4 million of secured notes (“ArtSelect Notes”)
bearing interest at 6% per year, which are secured by substantially all the
assets of ArtSelect, provided that, with respect to up to $3 million of the
Assets of ArtSelect, the ArtSelect Notes are junior to the Senior
Notes.
1.6. “Art Select Purchase Agreement” shall mean
the agreement for the purchase and sale of substantially all of the assets
(other than accounts receivable, Cash and certain other excluded assets) of the
Debtor ArtSelect with Metaverse Corporation (the “ArtSelect Buyer”), as
purchaser, for $700,000 (the “ArtSelect Base
Contract”)2, provided that if the Auction results in a
price higher than the price offered in the ArtSelect Base Contract, then the
form of agreement entered into with the successful bidder at the Auction shall
be the ArtSelect Purchase Agreement. The assets being sold are described in the
ArtSelect Base Contract (the “ArtSelect
Assets”).
1.7. “AppleJack” means AppleJack Art
Partners, Inc.
1.8. “Auction” means the separate
Auctions for the sale of (i) the ArtSelect Assets, (ii) the SuperStock
Assets, and (iii) the UK SuperStock shares ( if a purchaser for the UK
Superstock shares is located and a purchase contract is signed prior to
confirmation) to the high bidders for Cash, which sales shall be pursuant to the
form of the Purchase Agreement, as described in more detail in Section 5.1 hereof.
1.9. “Bankruptcy Code” means the
Bankruptcy Reform Act of 1978, as amended, and set forth in Section 101, et seq. of Title 11 of the
United States Code.
1.10. “Bankruptcy Court” means the
United States Bankruptcy Court for the Middle District of Florida, Jacksonville
Division.
1.11. “Bankruptcy Rules” means the
Rules of Bankruptcy Procedure, as amended from time to time, as applicable to
the Chapter 11 Case, including the Local Rules of the Bankruptcy
Court.
1.12. “Business Day” means any day on
which commercial banks are open for business in Jacksonville,
Florida.
1.13. “Cash” means cash, cash
equivalents, readily marketable direct obligations of the United States of
America, certificates of deposit issued by banks, plus any interest earned or
accrued thereon.
1.14. “Chapter 11 Cases” means the
cases under Chapter 11 of the Bankruptcy Code, commenced by the filing of
voluntary petitions and styled In re a21, Inc., In re SuperStock
Inc. and In re
ArtSelect.
1.15. “Claim” means any right to
payment from Debtors, whether or not such right is reduced, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
legal, equitable, secured or unsecured; or any right to an equitable remedy for
breach of performance if such breach gives rise to a right of payment from the
Debtors, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured
or unsecured.
1.16. “Confirmation Date” means the
date on which the Bankruptcy Court shall enter the Confirmation
Order.
1.17. “Confirmation Order” means the
order entered by the Bankruptcy Court confirming the Plan in accordance with the
provisions of Chapter 11 of the Bankruptcy Code.
1.18. “Consummation” means, with
respect to the Plan, the substantial completion of all tasks assigned in the
Plan.
1.19. “Creditor” means any Person
that is the holder of a Claim against the Estate of any of the Debtors that
arose before the Petition Date, or a Claim against the Estate of the Debtors of
a kind specified in Section 348(d), 502(f), 502(c), 502(h) or 502(i) of the
Bankruptcy Code.
1.20. “Debtors” means a21, Inc.,
SuperStock, Inc. and ArtSelect, Inc.
1.21. “Disclosure Statement” means
the written statement describing the Plan that is approved by the Bankruptcy
Court and distributed in accordance with Section 1125(b) of the Bankruptcy
Code.
1.22. “Disputed Claim” means a Claim
as to which the Debtors or any other party in interest has interposed or will
interpose an objection in accordance with the Plan, the Disclosure Statement,
the Bankruptcy Code, and the Bankruptcy Rules, which objection has not been
withdrawn or determined by a Final Order.
1.23. “Distribution Date” means any
date on which a distribution is made.
1.24. “Distribution Reserve” has the
meaning ascribed to it in Section 4.2.
1.25. “Effective Date” means a
Business Day selected by the Debtors that is (i) after the Confirmation
Order becomes a Final Order, (ii) after at least one of the proposed sales
has closed, and (iii) satisfies the conditions set forth in Section 5.2 of this Plan.
1.26. “Equity Interest” means any
stock interest in the Debtors, including any options to acquire stock of the
Debtors.
1.27. “Estate” means the estate
created pursuant to Section 541 of the Bankruptcy Code upon the commencement of
the Chapter 11 Case.
1.28. “Final Order” means an order of
the Bankruptcy Court or a court having jurisdiction to hear appeals from orders
of the Bankruptcy Court which has not been reversed, modified, amended or stayed
by a court of competent jurisdiction within the time permitted by applicable law
or rule, and which has become final and nonappealable and is in full force and
effect.
1.29. “Landlord” means Welsh
SuperStock Florida, LLC, as successor in interest to NL Ventures IV Centurion
LP, which is the landlord of Debtor’s Jacksonville, Florida office
building.
1.30. “Person” means an individual, a
corporation, a partnership, an associates, a joint stock company, a joint
venture, an estate, a trust, an unincorporated organization or a government or
any political subdivision thereof, or other entity.
1.31. “Petition Date” means the date
on which the Debtors filed their petitions for relief commencing the Chapter 11
Cases.
1.32. “Plan” means this Chapter 11
Combined Plan of Liquidation, either in its present form or as it may be
altered, amended, or modified from time to time.
1.33. “Priority Claim” means any
Claim accorded priority in right of payment under Section 507(a) of the
Bankruptcy Code.
1.34. “Priority Tax Claim” means a
claim of a governmental unit of the kind specified in Subsection 507(a)(8) of
the Bankruptcy Code.
1.35. “Pro Rata” means in the
proportion that the amount of an Allowed Claim against the Debtors in a
particular class bears to the aggregate amount of all Allowed Claims against the
Debtors in that class.
1.36. “Purchase Agreements” means the
ArtSelect Purchase Agreement, SuperStock Purchase Agreement and UK Subsidiary
Purchase Agreement (if a purchaser for the stock of the UK Subsidiary is
secured).
1.37. “Schedules” means the schedules
of assets and liabilities and the statement of financial affairs described in
Section 521 of the Bankruptcy Code and the Official Bankruptcy Forms, and as
filed by the Debtors.
1.38. “Secured Claim” shall mean a
Claim, to the extent the Claim is secured by a lien, security interest or other
encumbrance which has been properly perfected as required by applicable law for
the property owned by the Debtors. A claim is only a Secured Claim up to the
value of the Creditor's interest in the collateral securing the
Claim.
1.39. “Senior Noteholders” means the
$15.5 million of 5% Senior Secured Convertible Notes (“Senior Notes”), which
are secured by a lien on substantially all the Debtors’ assets, including
accounts receivable, inventory, contracts, general intangibles, equipment and
certain other collateral. Queequeg Partners, LP is agent (“Senior Noteholders
Agent”) for the Senior Noteholders.
1.40. “SuperStock” means Debtor
SuperStock, Inc.
1.41. “SuperStock Purchase Agreement”
shall mean the agreement for the purchase and sale of substantially all of the
assets (other than accounts receivable, cash and certain other excluded assets)
of the Debtor SuperStock with Masterfile Corporation, a Canadian corporation
(the “SuperStock
Buyer”), as purchaser, for $1,500,000 (the “SuperStock Base
Contract”)3, provided that if the Auction results in a
price higher than the price offered in the SuperStock Base Contract, then the
form of agreement entered into with the successful bidder at the Auction shall
be the SuperStock Purchase Agreement. The assets being sold are described in the
SuperStock Base Contract (the “SuperStock
Assets”). (The SuperStock Base Contract provides that the
Debtors will pay up to $500,000 to cure defaults under assigned executory
contracts. These cure payments will reduce the net proceeds to the
Debtors from the sale.)
1.42. “UK Subsidiary Stock Purchase
Agreement” means the agreement for the purchase and sale of the
outstanding stock of SuperStock Ltd. (the “UK Subsidiary”) to
the highest and best bidder (the “UK Subsidiary
Buyer,”) as purchaser pursuant to a contract approved by the
Court. (The Debtors have not secured a UK Subsidiary Buyer at the
time of filing this Plan. The Debtors will attempt to secure a UK
Subsidiary Buyer prior to confirmation, but these efforts may be
unsuccessful)
1.43. “Unsecured Claim” means any
Claim that is not either (i) an Administrative Expense or (ii) a Secured Claim,
and is not entitled to priority under the Bankruptcy Code, excluding expenses
and Claims of the kind specified in Subsection 507(a) of the Bankruptcy
Code.
1.44. “Winddown Fund” has the meaning
ascribed to it in Section 5.4.
1.45. Other Terms. The words
“herein,” “hereof,” “hereto,” “hereunder,” and others of similar import refer to
the Plan as a whole and not to any particular section, subsection or clause
contained in the Plan. A term used herein that is not defined herein shall have
the meaning ascribed to that term, if any, in the Bankruptcy Code.
ARTICLE
2.
SUBSTANTIVE
CONSOLIDATION OF DEBTORS’ ESTATES
2.1. Substantive Consolidation of Debtors’
Cases. The Debtors’ three separate bankruptcy cases are
substantially consolidated into a single, combined case for all purposes,
including the treatment of claims and distribution of assets. All
intercompany debts and claims between the Debtors are eliminated.
2.2. Creditor
Claims. The claims of a Creditor against any of the Debtors
shall be considered as a claim against the Debtors’ consolidated
estate. Duplicate claims against more than one Debtor for the same
debt shall be eliminated. For example, if Creditor X is owed $100 by
a21, ArtSelect and SuperStock as co-debtors, the total amount of Creditor X’s
allowed claim is the Debtors’ consolidated bankruptcy estate is
$100.
ARTICLE
3.
CLASSIFICATION
AND TREATMENT OF CLAIMS AND INTERESTS
3.1. Summary. The
categories of Claims and interests listed below are classified for all purposes,
including voting, confirmation, and distribution pursuant to the
Plan:
Class
1: Allowed
Administrative Expenses
Class
2: Allowed
Secured Claim of AppleJack
Class
3: Allowed
Secured Claim of ArtSelect Noteholders
Class
4: Allowed
Secured Claim of Landlord
Class
5: Allowed
Secured Claim of Senior Noteholders
Class
6: Other
Allowed Secured Claims
Class
7: Allowed
Priority Claims
Class
8: Allowed
Unsecured Claims
Class
9: Equity
Interests of SuperStock Preferred Stock
Class
10: Equity
Interests of a21 Common Stock
Class
11: Equity
Interest of Stock Options
Class
12: Claims
of UK Subsidiaries
3.2. Class 1: Allowed
Administrative Expenses. All Allowed Administrative Expenses
shall be paid in full in Cash on the later of the Effective Date or the date
such Administrative Expense becomes Allowed, except to the extent that the
holder of an Allowed Administrative Expense agrees to a different
treatment.
3.3. Class 2: Allowed Secured
Claim of AppleJack. Debtor a21 is indebted to AppleJack in the
principal amount of $400,000 plus accrued interest and costs secured by a lien
on a21’s accounts receivable, inventory, contract rights, general intangibles,
furniture, equipment and certain other collateral. The Debtors shall
pay AppleJack $375,000, in Cash, as soon as practical after the Effective
Date.
3.4. Class 3: Allowed Secured
Claim of ArtSelect Noteholders. ArtSelect is indebted to the
ArtSelect Noteholders in the principal amount of $2,400,000 plus accrued
interest and costs, which is secured by substantially all the assets of
ArtSelect, provided that, with respect to up to $3,000,000 of the assets of
ArtSelect, the notes are junior to the Senior Notes. The Debtors
shall pay the greater of (i) $210,000 or (ii) 30% of the net price
paid by the purchaser of the ArtSelect Assets at the Auction, in Cash, as soon
as practicable after the Effective Date, for Pro Rata payment to the ArtSelect
Noteholders.
3.5. Class 4: Allowed Secured
Claim of Landlord. The land and building in Jacksonville,
Florida with the Debtors’ corporate offices were previously sold to Landlord and
leased back by SuperStock in a transaction which the Debtors accounted for under
GAAP as a financing transaction but which the Landlord and state law consider to
be a sale. The Debtors provided the Landlord with a lease deposit of
$750,000 pursuant to a letter of credit issued by Bank of America which was
secured by a $750,000 certificate of deposit at Bank of America. The
Debtors subleased a significant portion of the Jacksonville
building. The Debtors recognize the Landlord as holding an Allowed
Secured Claim in the amount of the $750,000 deposit and as of the Effective
Date, Debtors release and waive any claim to the Landlord’s security deposit
(including the certificate of deposit at Bank of America up to the amount of the
letter of credit drawn by the Landlord) and to any ownership interest in the
Jacksonville building. The Debtors will attempt to negotiate with
Landlord a mutually acceptable short-term arrangement after the Effective Date
to permit the Debtors to continue to use a portion of the Jacksonville space on
a temporary basis to complete the wind-up of the Debtors’ affairs. If
the Landlord desires to assume the sublease on an “as is, where is” basis, and
the Landlord provides written notice to Debtors and Subtenant of its intent to
assume the sublease on or before the Effective Date, then Debtors shall be
deemed to have assumed and assigned to Landlord all the Debtors’ rights under
the sublease. If Landlord does not provide such written notice of
assumption of the sublease, the sublease shall be deemed rejected pursuant to
Section 8.2 of the Plan. The Landlord
shall also be entitled to an Allowed Unsecured Claim in the amount of Landlord’s
total unpaid rent claim, subject to the Bankruptcy Code Section 502(b)(6) cap on
rent claims, less the amount received by Landlord from the deposit.
3.6. Class 5: Allowed Secured
Claim of Senior Noteholders. Debtors are indebted to the
Senior Noteholders in the principal amount of $15,500,000 plus accrued interest
and costs, which is secured by a lien on substantially all the Debtors assets,
including accounts receivable, inventory, contract rights, general intangibles,
equipment and certain other collateral. The Debtors shall pay to the
Senior Noteholders, in Cash, as soon as practical after the Effective Date, for
Pro Rata payment to the holders of the Senior Notes, the net proceeds received
from the sales of the ArtSelect Business Assets, the SuperStock Business Assets
and the UK shares as well as all cash on hand, less (a) all other payments
to Allowed Administrative Expenses, Allowed Secured Claims, Allowed Priority
Claims and Allowed Unsecured Claims provided for in the Plan, (b) the
Distribution Reserve and (c) the Winddown Fund. After the
Effective Date, the Debtors, after consultation with the Senior Noteholders
Agent, shall use good faith efforts: (i) to collect the Debtors’
remaining accounts receivable, (ii) to sell the Debtors’ remaining
furniture, office and computer equipment and other assets, (iii) to return
the Photographer’s Original Artwork as provided in Section 6.1 of the Plan, (iv) to prepare and file the
final tax return, and (v) to terminate the Debtors’ 401(k)
plan. After paying the reasonable costs associated with such
activities, the Debtors shall distribute all remaining net Cash to the Secured
Noteholders Pro Rata, in one or more installment payments. After the
Effective Date and after payments of the Allowed Administrative Expense, Allowed
Secured Claims, Allowed Priority Claims and Allowed Unsecured Claims, as
provided in the Plan, the Debtors shall be fully protected in reliance upon
consent from the Senior Noteholders Agent without further Bankruptcy Court
approval. If the Senior Noteholders Agent has concerns or issues
regarding Debtors final handling of the wind-up of the Debtors’ affairs, the
Senior Noteholders Agent may apply to the Bankruptcy Court for orders directing
the Debtors’ conduct, in which case the Bankruptcy Court shall accord
substantial deference to the business judgment of the Senior Noteholders Agent
because the Senior Noteholders have all residual interest in all remaining
assets and funds of the Debtors.
3.7. Class 6: Other Allowed
Secured Claims. The Debtors do not anticipate any other
Allowed Secured Claims. In the event any other Allowed Secured Claims
exist, such claims shall be paid in full, in Cash, as soon as practical after
the Effective Date except to the extent the holder of an other Allowed Secured
Claim agrees to a different treatment. Notwithstanding anything
contained herein to the contrary, a Claim shall not be permitted as an other
Allowed Secured Claim unless its lien is superior as to an item of collateral to
all the liens of AppleJack, ArtSelect Noteholders, Secured Noteholders and/or
Landlord. The amount of any other Allowed Secured Claim shall not
exceed the current, fair market value of the secured creditors’ interest in the
collateral, subject to all prior liens and encumbrances. The Debtors
reserve the right, in lieu of a Cash payment to the holder of such other Allowed
Secured Claim, to surrender the collateral to the Creditor in full satisfaction
of such other Allowed Secured Claim.
3.8. Class 7: Allowed Priority
Claims. All Allowed Priority Claims, including all Allowed
Priority Tax Claims shall be paid in full, in Cash, as soon as practicable after
the Effective Date, except to the extent that the holder of an Allowed Priority
Claim agrees to a different treatment.
3.9. Class 8: Allowed Unsecured
Claims. The Debtors shall pay $125,000, in Cash, as soon as
practical after the Effective Date, for Pro Rata distribution to the Allowed
Unsecured Claims. Notwithstanding the foregoing, for the purpose of
convenience, no payment of less than $20 shall be paid to the holders of a
general unsecured claim unless the creditor specifically requests that the
payment be made by written notice to Debtors before the Effective Date, provided
that the amount otherwise payable to such creditor shall remain available for
distribution to other Allowed Unsecured Claims so that the entire $125,000 is
actually paid to unsecured creditors. AppleJack, the ArtSelect
Noteholders and the Senior Noteholders shall not participate as general
unsecured creditors with respect to their deficiency claims.
3.10. Classes 9, 10 and
11: Equity Interests. Equity Interests (Classes 9,
10 and 11) shall receive no distribution. In light of the very modest
distribution under the Plan to unsecured creditors, estimated to be less than
5%, a distribution to equity interestholders would be inconsistent with the
general rule that creditors be paid before shareholders. Upon the
Effective Date, all Equity Interests (Classes 9, 10 and 11), including without
limitation all stock of a21 and all options and warrants to acquire stock of
a21, shall be canceled and the a21 shall have no shareholders.
3.11. Class 12: Claims of UK
Subsidiaries. Claims by the Debtors’ UK subsidiaries,
including SuperStock Ltd. and Ingram, shall receive no
distribution.
ARTICLE
4.
PROVISIONS
FOR TREATMENT OF DISPUTED, CONTINGENT
AND
UNLIQUIDATED ADMINISTRATIVE EXPENSES AND CLAIMS
4.1. Characterizations of Claims as
Disputed. Pursuant to Section 1111 of the Bankruptcy Code, evidence of a
Claim is deemed filed under Section 501 of the Bankruptcy Code if that Claim is
included in the Schedules, except if the Claim is scheduled as disputed,
contingent, or unliquidated. Such a disputed, contingent, or unliquidated Claim
must be asserted by its holder by the timely filing of a proof of Claim. If a
proof of Claim is not filed in a timely manner, the Claim will be deemed allowed
in the amount set forth on the Schedules of the Debtors. The Debtors and any
other interested party shall have the authority to object to and contest the
allowance of any Claim filed with the Bankruptcy Court, whether or not such
Claim was scheduled as disputed, contingent or unliquidated, which objection
must be filed with the Court no later than twenty-one (21) days following the
claims bar date as established by court order or the Bankruptcy
Rules.
4.2. Reserve for Disputed Administrative
Expenses and Disputed Claims. In determining the amounts of distributions
to be made to holders of Allowed Claims, the appropriate Pro Rata calculations
required by the Plan (i) shall be made as if all Disputed Claims were
Allowed Claims and all Disputed Administrative Expenses were Allowed
Administrative Expenses, in the full amount claimed by the holders thereof and
(ii) shall include an appropriate estimate for Administrative Expenses that
have not been Allowed at the time of such distribution but which are not likely
to be disputed, including potential post-confirmation professional fees.
Distributions for holders of Disputed Administrative Expenses and Disputed
Claims and estimated potential future Administrative Expenses shall be deposited
by the Debtors in one or more separate accounts (collectively, the “Distribution
Reserve”), which shall be held in trust for the benefit of holders of
Disputed Administrative Expenses and Disputed Claims and potential future
Administrative Expenses pending determination of the entitlement
thereto.
At such
time as a Disputed Administrative Expense or Disputed Claim becomes an Allowed
Administrative Expense or Allowed Claim, respectively, the Distribution Reserved
for such Administrative Expense or Claim shall be released from the Distribution
Reserve and delivered by the Debtors to the holder of such Allowed
Administrative Expense or Allowed Claim. In the event any disputed
Administrative Expense or Disputed Claim is disallowed, funds held in the
Distribution Reserve on account of those disallowed Administrative Expenses or
Claims shall be retained pending final disposition of all disputed
Administrative Expenses and Disputed Claims and upon resolution of all such
Disputed Administrative Expenses and Disputed Claims, such funds shall be
distributed by the Debtors Pro Rata to holders of Senior Notes in accordance
with the provisions of the Plan.
Notwithstanding
anything to the contrary contained in the Plan, the Debtors shall make a
distribution on the undisputed portion of an Allowed Administrative Expense and
an Allowed Claim in accordance with the provisions of the Plan.
4.3. Resolution of Contested
Administrative Expenses, Claims and Equity Interests.
4.3.1 Objections. Unless
otherwise ordered by the Bankruptcy Court, after notice and a hearing, the
Debtors shall have the right to make and file objections to Administrative
Expenses and Claims and shall serve a copy of each objection upon the holder of
the Administrative Expense or Claim to which the objection is made, as soon as
practicable, but no later than twenty-one (21) days after the later of
(i) the claims bar date or (ii) the date such Administrative Expense
application or proof of claim with respect to a Claim is filed.
4.3.2 Prosecution of
Objections. The Debtors shall litigate to judgment, settle, or withdraw
objections to Administrative Expenses and Claims.
ARTICLE
5.
IMPLEMENTATION
OF THE PLAN
5.1. Liquidating Plan; the Auction.
The Plan is a liquidating plan. All property of the Debtors shall be
liquidated.
The
Debtors have entered into the ArtSelect Purchase Agreement with the ArtSelect
Buyer for the sale of substantially all the assets and business of the ArtSelect
(excluding Cash, accounts receivable, certain claims and certain other excluded
assets) free and clear of all liabilities, liens and encumbrances (except
liabilities specifically assumed under the ArtSelect Purchase Agreement) for a
Cash payment of $700,000 (subject to the terms, conditions and adjustments as
set forth in the ArtSelect Purchase Agreement). The sale to the ArtSelect Buyer
pursuant to the ArtSelect Purchase Agreement is subject to a higher and better
bid being accepted by, the Debtors at the Auction.
The
Debtors have entered into the Base SuperStock Agreement with the SuperStock
Buyer for the sale of the SuperStock owned photography library, URL address and
certain other assets related to the SuperStock business and certain executory
contracts to be assumed by the SuperStock Buyer (excluding Cash, accounts
receivable, certain claims and certain other excluded assets and excluding the
UK Subsidiary Shares) free and clear of all liabilities, liens and encumbrances
(except liabilities specifically assumed under the SuperStock Purchase
Agreement) for a Cash payment of $1,500,000 (subject to the terms, conditions
and adjustments as set forth in the SuperStock Purchase
Agreement). (Under the terms of the SuperStock Base Contract, the
Debtors will pay up to $500,000 of cure payments on assumed contracts, which
would reduce the net proceeds available to the Debtors.) The sale to
the SuperStock Buyer pursuant to the SuperStock Purchase Agreement is subject to
a higher and better bid being accepted by the Debtors at the
Auction.
The
Debtors have unsuccessfully tried to locate a buyer for the stock of SuperStock
Ltd., the Debtors’ UK Subsidiary, free and clear of all liabilities, lien and
encumbrances. SuperStock Ltd. is a holding company which sells
products under several brand names, including Ingram Publishing, the Debtors’
primary operating subsidiary in the United Kingdom. Accordingly, the
sale of the stock of SuperStock Ltd. effectively transfers control of the Ingram
Publishing subsidiary. (The Base SuperStock Agreement provides for
SuperStock to transfer the “SuperStock” trade name and “SuperStock” web address
in the United Kingdom to the purchaser of the SuperStock assets, but these
rights belong to SuperStock by virtue of SuperStock’s ownership of the
“SuperStock” trade name and related intellectual property
rights. However, the potential purchaser of the stock of the UK
Subsidiary will not indirectly receive control over the “SuperStock” trade name
and website address in the UK.). Prior to the Confirmation Hearing,
the Debtors will attempt to sign a UK Subsidiary Purchase
Agreement. If the Debtors secure a proposed buyer with a signed UK
Subsidiary Purchase Agreement, the Debtors will conduct an auction for the stock
of SuperStock Ltd. The sale to the UK Subsidiary Buyer pursuant to
the UK Subsidiary Purchase Agreement is subject to a higher and better bid being
accepted by the Debtors at the Auction.
At the
Confirmation Hearing, the Debtors shall ask the Bankruptcy Court to give
potential purchasers, who have satisfied the Debtors’ bid deposit requirement
and Bidding Procedures4, including submission of a qualified bid
before the Bid Deadline established in the Bid Procedures (Potential purchasers
should be aware that the Bid Deadline is several days prior to the Auction), the
right to purchase the ArtSelect Business Assets, the SuperStock Business Assets
and/or the UK Subsidiary Stock. Bidders interested in the SuperStock
Assets but also wishing to acquire executory contracts with photographers
pursuant to which SuperStock represents the photographers as agent and/or assume
the lease of the Jacksonville office should understand that under Bankruptcy
Code Section 365, the Debtors must cure any existing defaults under their
contracts before they can be assigned to the buyer. Therefore, the
relative value of the Bidder’s proposal must be reduced by the cost of curing
such contracts and leases, subject to the Debtors’ business judgment regarding
which proposal is superior from the perspective of the Debtors’ estate, taking
into account the total amount of net proceeds, after payment of the cure amount,
for distribution to creditors under the Plan.
In the
event the Bankruptcy Court declines to conduct the Auction at the Confirmation
Hearing, the Debtors shall announce in open court at the hearing, the time and
place of the Auction, which shall be scheduled as promptly as convenient
following the Confirmation Hearing. In the event the Auction is not conducted by
the Bankruptcy Court, the Auction shall be conducted by the Debtors or the
Debtors’ counsel.
The
Debtors expressly reserve the right and privilege of promulgating reasonable
rules and procedures for conducting the Auction, including rules regarding
posting a pre-bid deposit and posting of a deposit by the successful bidder
following the Auction. In addition, the Debtors reserve the right to reject a
bid if the Debtors conclude, acting in their good faith business judgment, that
the bid is not made in good faith, the bidder is unlikely to close as required
by the Purchase Agreement, or such rejection is otherwise in the best interest
of the estate and the creditors.
At the
outset of the cases, the Debtors filed motions with the Bankruptcy Court seeking
to sell the ArtSelect Assets and the SuperStock Assets and seeking Court
approval of the related bidding rules and break-up fees. The Debtors
believe it is in the best interest of the creditors to hold the Auctions and
close the sales as soon as possible. In the event that the Debtors
are successful in conducting the Auctions prior to the Confirmation Hearing,
then this Plan is deemed modified to the extent the Auctions will have already
occurred prior to confirmation of the Plan.
At least
one of the sales shall close before the Effective Date. The Purchasers shall
acquire the assets free and clear of all liabilities, liens and encumbrances,
except for liabilities which the Purchasers expressly agree to assume pursuant
to the Purchase Agreements. Except for the liabilities specifically assumed in
the Purchase Agreement signed by the successful bidder, the purchaser shall not
assume or be obligated to pay any debt, lien, expense or liability of the
Debtors.
The Plan
does not contemplate the continued operation of the Debtors, merger, or
consolidation of the Debtors with one or more Persons or the transfer of all or
any part of the Estate to any entity, except in satisfaction of an Allowed
Administrative Expense or Allowed Claim or as a distribution or partial
distribution pursuant to the Plan.
5.2. Procedure If One or More Sales Fail
to Close. In the event that one or more of the proposed sales
do not close, but the Debtors close one or more of the sales and collect
aggregate sale proceeds of not less than $2,000,000, then implementation of the
Plan shall proceed and the funds shall be distributed as provided in the
Plan. In the event that one or more of the proposed sales do not
close but the Debtors close one or more sales and collect aggregate sale
proceeds of less than $2,000,000, if funds are sufficient to make all payments
provided under the Plan to all creditors other than the Senior Noteholders, then
with the written consent of the Senior Noteholders Agent the implementation of
the Plan shall proceed and the funds shall be distributed as provided in the
Plan. In the latter case, if the Senior Noteholders Agent does not
consent, the case shall be converted to a proceeding under Chapter 7 of the
Bankruptcy Code, the sales which closed shall be valid for all respects pursuant
to the Bankruptcy Court orders entered under Section 365 of the Code and the
purchaser shall be entitled to such benefit, but this Chapter 11 Plan of
Liquidation shall be null and void and the Effective Date shall not have
occurred.
5.3. Optional Schedule of Proposed
Distribution. In connection with making the distribution to
unsecured creditors under the Plan, the Debtors, in their discretion, may, but
shall not be required to, file a Schedule of the Proposed Distribution which
lists the amounts proposed to be sent to each unsecured creditor and post a copy
of the Schedule of Proposed Distribution on the Debtors’ Internet website,
http://www.a21group.com/bank.html and serve such Schedule on the U.S. Trustee
and any interested party who has specifically requested copies of such Schedule
of Proposed Distribution by written notice to the Debtors. In the event no
objection to the proposed distribution to unsecured creditors is filed in the
Bankruptcy Court and served on the Debtors and U.S. Trustee, within twenty (20)
days from the filing of such Schedule of Proposed Distribution, the Debtors may
conclusively rely on the correctness of the information set forth
therein.
5.4. Activities;
Winddown. The Debtors shall retain $50,000 as a winddown
fund to pay the reasonable costs and expenses of preparing the final tax
returns, and reasonable and necessary post-Effective Date expenses related to
the “shut down” of the Debtors, the collection of any outstanding remaining
accounts receivable and the sale or disposition of any remaining assets (the
“Winddown Fund”). Any excess funds left in the Winddown Fund shall be paid, Pro
Rata, to the Senior Noteholders after the shutdown of the Company is complete,
to be distributed in accordance with the Plan.
5.5. Method of Distribution under the
Plan.
5.5.1 General. All
distributions are to be made by the Debtors. Except as set forth herein, the
Debtors shall pay Allowed Administrative Expenses, Allowed Priority Tax Claims,
Allowed Priority Claims and Allowed Unsecured Claims in Cash on the Effective
Date or as soon thereafter as practicable.
5.5.2 Investment in Cash.
In the period between distributions of Cash, all Cash of the Debtors, including
Cash held in the Distribution Reserve, shall be invested by the Debtors in
United States Treasury Bills, interest-bearing certificates of deposits,
interest-bearing savings accounts, and investments permitted by Section 345 of
the Bankruptcy Code and local rules. All interest earned on such Cash shall be
held by the Debtors and distributed as part of the Estate in accordance with the
provisions of the Plan.
5.5.3 Manner of Payment under the
Plan. Any payment made by the Debtors pursuant to the Plan shall be made
in Cash by check drawn on a domestic bank or by wire transfer from a domestic
bank at the option of the Debtors. Notwithstanding anything contained
herein to the contrary, the Debtors shall not make any payments to creditors of
less than $20 unless the creditor specifically requests such payment by written
notice to the Debtors prior to the Effective Date.
5.5.4 Distribution of Unclaimed
Property. Any distribution under the Plan which is unclaimed after one
hundred eighty (180) days following the Distribution Date shall be retained by
the Debtors and redistributed Pro Rata to Secured Noteholders in accordance with
the provisions of the Plan.
5.5.5 Setoffs. On behalf of
the Estate, the Debtors may, but shall not be required to, set off against any
Claim and the payments to be made pursuant to the Plan in respect of such Claim,
or claims of any nature whatsoever the Debtors may have against the claimant,
but neither the failure to do so nor the allowance of any claim hereunder shall
constitute a waiver or release by the Estate of any such claim the Debtors may
have against such Claimant.
5.5.6 Distributions under Twenty
Dollars. No distributions of less that $20.00 shall be made by the
Debtors to any Creditor unless a request therefor is made in writing to the
Debtors prior to the Effective Date.
5.5.7 Saturday, Sunday, or Legal
Holiday. If any payment or act under the Plan is required to be made or
performed on a date that is not a Business Day, then the making of such payment
or the performance of such act may be completed on the next succeeding Business
Day, but shall be deemed to have been completed as of the required
date.
ARTICLE
6.
MISCELLANEOUS
POST-CONFIRMATION MATTERS
6.1. Return of Photographers’ Original
Artwork. SuperStock has physical custody of original slides,
photographs and other artwork belonging to approximately 1,200 photographers for
whom SuperStock acts as agent. To the extent that SuperStock’s
contracts with these photographers are not assigned and sold to the purchaser of
the SuperStock business pursuant to the Action of the SuperStock business, the
Debtors shall use good faith efforts to mail a notice to the photographers
advising them that SuperStock has been liquidated pursuant to Chapter 11 of the
United States Bankruptcy Code and that all original artwork remaining in
SuperStock’s possession will be destroyed unless within twenty days of the
notice the photographer notifies SuperStock in writing that the photographer
requests the return of the original artwork and the photographer sends
SuperStock $50 to pay the cost of shipping and handling.
6.2. Liquidation of Miscellaneous
Furniture and Equipment. After the Effective Date, the Debtors
shall be authorized to sell or otherwise dispose of all remaining office
furniture, computer equipment and other assets free and clear of all liens and
encumbrances on such terms as the Debtors, after consultation with the Secured
Noteholders Agent, deem appropriate, without the need of further Court
approval. Without limiting the foregoing, the Debtors may sell
furniture and equipment at auction, in one or more private sales or may trade
office furniture with the Landlord as a credit against post-Effective Date
rent. The net proceeds, after payment of liquidation expenses, shall
be distributed to the Secured Noteholders pursuant to the Plan.
6.3. Hiring Former Employees as
Independent Contractors. After the Effective Date, the Debtors
may continue to employ persons as employees or engage them as independent
contractors on an hourly basis, upon consultation with the Secured Noteholder
Agent, to handle (i) the sale and liquidation of any remaining assets,
(ii) the collection of remaining accounts receivable, (iii) return of
photographs, (iv) preparation and filing of final tax return,
(v) payments under the Plan, (vi) preparation of final Bankruptcy
Court reports and filings, and (vii) miscellaneous matters reasonably
related to the winding up of the Debtors’ business and affairs.
6.4. Severance Pay. The
Debtors shall pay severance to the Debtors’ CEO in the amount of four months’
regular salary (total of $83,328) and severance pay to the Debtors’ CFO in the
amount of three months’ regular salary (total of $37,500) in the event the
Debtors successfully close the sale of both the ArtSelect Assets and SuperStock
Assets pursuant to the Purchase Agreements and Auction process.
6.5. Debtors’ Release of Preference
Claims. The Debtors will not pursue any preference claims
pursuant to Bankruptcy Code Section 547.
6.6. Collection of Accounts
Receivable. The Debtors will seek to collect their outstanding
accounts receivable following the Effective Date for so long and to such extent
as the Debtors, in the exercise of their business judgment, in consultation with
the Senior Noteholders Agent, believe continued collection activity is
warranted. The Debtors have the authority to settle, or compromise
any outstanding account receivable without further Court order. The
Debtors shall be permitted to file adversary proceedings to collect accounts
receivable after confirmation of the Plan. The Bankruptcy Court
retains jurisdiction to facilitate collection of accounts
receivable.
6.7. Short-Term, Post-Confirmation
Agreement with Landlord. The Debtors shall have authority,
after consultation with the Senior Noteholders Agent, to enter into a short-term
lease arrangement with Landlord on mutually agreeable terms, for use of a
portion of the existing space in the Jacksonville office during the
post-Effective Date winddown period.
6.8. Dissolution of Debtors; No Future
Business Activities. Upon the Effective Date, a21, SuperStock
and ArtSelect shall each be “dissolved” as a matter of corporate law and the
confirmation order shall constitute a judgment of judicial dissolution for
purposes of applicable corporate law. After the Effective Date, the
Debtors shall not conduct any business activities except for winding up its
affairs and distribution of its assets pursuant to the terms of this
Plan. The Debtors shall file Articles of Dissolution with the
appropriate secretary of state or similar governmental agency to effect the
dissolution of the Debtors. All claims against the Debtors pursuant
to the state corporate law procedures for dissolution shall be governed by and
handled in accordance with this Plan.
6.9. Termination of Securities Exchange
Act of 1934 Reporting Requirements. Upon the Effective Date,
a21 shall file a Form 15 with the Securities and Exchange Commission to
terminate its reporting requirement under the Securities Exchange Act of
1934. Pursuant to Section 3.10 of this
Plan, the stock, stock options and warrants of a21 will be canceled as of the
Effective Date and a21 will cease to have any shareholders.
ARTICLE
7.
CLASSES
OF CLAIMS AND EQUITY
INTERESTS
IMPAIRED UNDER THE PLAN
7.1. Impaired Classes. Classes 2,
3, 5, 8, 9, 10, 11 and 12 are impaired under the Plan.
7.2. Unimpaired Classes. Classes 4,
6 and 7 are unimpaired under the Plan.
7.3. Resolution of Controversy Concerning
Impairment. The Bankruptcy Court shall, after notice and a hearing,
determine any controversy relating to whether any Creditors or holders of an
Equity Interest, or class of Creditors or class of Equity Interests, are
impaired under the Plan.
7.4. Deemed Rejection by Classes 9, 10, 11
and 12. The Plan provides that the holders of Classes 9, 10 and 11 Equity
Interests and Class 12 Claims of Subsidiaries are not entitled to receive or
retain any property under the Plan on account of such Equity Interests and Claim
of Subsidiaries. Classes 9, 10, 11 and 12 are impaired and are deemed not to
have accepted the Plan in accordance with Section 1126(g) of the Bankruptcy
Code. In accordance with Section 1126(f) of the Bankruptcy Code,
because Classes 1, 6 and 7 are not impaired under the Plan, these classes are
conclusively presumed to have accepted the Plan.
Because
Classes 9, 10, 11 and 12 are deemed to have rejected the Plan pursuant to
Section 1126(g) of the Bankruptcy Code, if Class 2, 3, 5 or 8 accepts the Plan,
the Debtors will seek confirmation of the Plan in accordance with Section
1129(b) of the Bankruptcy Code notwithstanding the deemed rejection by Classes
9, 10, 11 and 12.
ARTICLE
8.
EXECUTORY
CONTRACTS
8.1. Executory Contracts. Except
for those executory contracts that have been assigned pursuant to an order
entered by the Bankruptcy Court (specifically including the orders approving
sales) and the potential assignment of the Jacksonville sublease to Landlord
under Section 3.5 of this Plan , all executory
contracts that exist between the Debtors and any Person, are hereby specifically
rejected (to the extent that such executory contracts have not been previously
rejected). Entry of the Confirmation Order by the Bankruptcy Court shall
constitute approval of that rejection pursuant to Section 365(a) of the
Bankruptcy Code.
8.2. Unexpired Leases. Except for
those leases of real property that have been assigned pursuant to on order
entered by the Bankruptcy Court (specifically including, without limitation,
orders authorizing the sale of assets) and the potential assignment of the
Jacksonville sublease to Landlord under Section 3.5
of this Plan, all unexpired leases of real property under which any of the
Debtors is the lessor or lessee are hereby rejected (to the extent that such
leases of real property have not been previously rejected). Entry of the
Confirmation Order by the Bankruptcy Court shall constitute approval of that
rejection pursuant to Section 365(a) of the Bankruptcy Code.
ARTICLE
9.
POST-REORGANIZATION
PROFESSIONAL FEES
9.1. Payment of Fees and Expenses After
Effective Date. Subsequent to the Effective Date of the Plan, the Debtors
shall be authorized to pay professional fees and expenses incurred by
professionals retained by the Debtors subject to either (i) a fee
application served only on the Debtors, the Senior Noteholder Agents and the
U.S. Trustee which is approved by the Bankruptcy Court or (ii) after all
distributions to all creditors other than the Senior Noteholders provided for in
this Plan, approved by the Senior Noteholders Agent.
ARTICLE
10.
BANKRUPTCY
COURT'S RETENTION OF JURISDICTION
10.1. Retention of Jurisdiction. In
addition to the continuing jurisdiction after entry of a Confirmation Order as
provided by the Bankruptcy Code and the Bankruptcy Rules, the Bankruptcy Court
shall retain jurisdiction for the following purposes:
10.1.1 To hear
and determine pending applications for the rejection of executory contracts or
unexpired leases, if any are pending, and the allowance of claims resulting
therefrom;
10.1.2 To
determine any and all pending adversary proceedings, applications, and contested
matters;
10.1.3 To ensure
that distributions to holders of Allowed Claims are accomplished as provided
herein;
10.1.4 To hear
and determine any objections to Administrative Expenses or to Claims filed, both
before and after Confirmation, including any objections to the classification of
any Claim, and to allow or disallow any contested Administrative Expense or
contested Claim in whole or in part;
10.1.5 To enter
and implement such orders as may be appropriate in the event the Confirmation
Order is for any reason stayed, revoked, modified, or vacated;
10.1.6 To hear
and determine all applications for compensation and reimbursement of expenses of
professionals under Sections 330 and 331 of the Bankruptcy Code;
10.1.7 To hear
an application, if any, by any party in interest, to modify the Plan in
accordance with Section 1127 of the Bankruptcy Code;
10.1.8 To hear
and determine disputes arising in connection with the Plan or its implementation
and Consummation;
10.1.9 To
recover all assets of the Debtors and property of the Estate, wherever located,
including collection of accounts receivable;
10.1.10 To hear
and determine all controversies, suits, and disputes that may arise in
connection with the interpretation or enforcement of the Plan;
10.1.11 To
construe, interpret and enforce the Purchase Agreements, and to grant judgment
against any party in the event of a breach of the Purchase
Agreements;
10.1.12 To hear
and determine matters concerning state, local, and federal laws in accordance
with Sections 346, 505, and 1146 of the Bankruptcy Code;
10.1.13 To enter
a final decree closing the Chapter 11 Cases; and
10.1.14 To hear
any other matter not inconsistent with the Bankruptcy Code.
ARTICLE
11.
MISCELLANEOUS
PROVISIONS
11.1. No Liability for the Debtors.
Neither the Debtors’ officers, directors, employees, attorneys, accountants or
agents of the Debtors or any other person, firm or corporation shall be liable
for any error of judgment, negligence or any act or omission which occurred
during the bankruptcy proceeding, it being understood that the Debtors, their
officers, directors, attorneys, accountants and agents shall be liable only for
their own willful misconduct, fraud or gross negligence.
11.2. No Liability for the Secured
Noteholder Agent. Neither the Secured Noteholder Agent nor its officers,
employees, affiliates, attorneys, accountants, or agents shall be liable for an
error of judgment, negligence or any act or omission which occurred during the
bankruptcy, it being understood that the Secured Noteholder Agent and its
officers, employees, affiliates, attorneys, accountants, and agents shall be
liable only for their own gross negligence, willful misconduct or
fraud.
11.3. Payment of Statutory
Fees. All fees payable pursuant to 28 U.S.C. § 1930, as
determined by the Bankruptcy Court at the hearing pursuant to Section 1128 of
the Bankruptcy Code, shall be paid on or before the Effective Date.
11.4. Rights of Action.
Notwithstanding anything to the contrary contained in the Plan, any rights or
causes of action accruing to the Debtors(including, without limitation,
pre-petition claims and causes of action, and causes of action pursuant to
Chapter 5 of the Bankruptcy Code) other than collection of Debtors’ accounts
receivable are hereby expressly waived by the Debtors unless the Debtors file an
adversary proceeding or objection within thirty (30) days after the Confirmation
Date or before the expiration of the time periods set forth in Section 4.3.1 of the Plan, whichever is later; provided that
this provision shall not apply to or limit the collection of accounts
receivable.
11.5. Change of Address. It is the
duty of each holder of a Claim to keep the Debtors informed of any changes in
address by giving notice of such changes in writing. Should a holder of any
Claim fail to notify the Debtors of any change of address and the Debtors are
unable to obtain the changed mailing address of a holder of a Claim (after using
reasonable efforts to obtain such changed address), the Debtors shall cancel any
checks returned, redeposit the funds, and strike the Claim from the class, and
distribute such funds to the Senior Noteholders in accordance with the
provisions of the Plan.
11.6. Correction or Modification of the
Plan. After the Confirmation Date, the Debtors, so long as it does not
adversely affect the interests of the Creditors, may institute proceedings in
the Bankruptcy Court to remedy any defect or omission or reconcile any
inconsistencies in the Plan, Disclosure Statement, or the Confirmation Order,
and such matters as may be necessary to carry out the purposes and effects of
the Plan; provided, however, that prior notice of such proceedings is served in
accordance with Bankruptcy Rules 7004 and 9016.
11.7. Headings. Headings are used in
the Plan for convenience and reference only, and shall not constitute a part of
the Plan for any other purpose.
11.8. Binding Effect. The Plan shall
be binding upon and inure to the benefit of the Debtors, their Creditors, the
holders of Equity Interests, and their respective successors and
assigns.
11.9. Revocation or Withdrawal. The
Debtors reserve the right to revoke or withdraw the Plan prior to the
Confirmation Date. If the Debtors revoke or withdraw the Plan prior to the
Confirmation Date, or if the Confirmation Date or the Effective Date do not
occur, then the Plan shall be deemed null and void. In such event, nothing
contained herein shall be deemed to constitute a waiver or release of any claims
by or against the Debtors or any other Person or to prejudice in any matter the
rights of the Debtors or any Person in any further proceedings involving the
Debtors.
11.10. Notices. Any notice required
or permitted to be provided under the Plan shall be in writing and served by
either (a) certified mail, return receipt requested, postage prepaid, (b) hand
delivery, or (c) reputable overnight delivery service, freight prepaid, to be
addressed as follows:
|
If
to the Debtor:
|
a21,
Inc.
Attn: John
Ferguson, CEO
7660
Centurion Parkway
Jacksonville,
FL 32256
|
|
With
a copy to:
|
Foley
& Lardner LLP
Attn:
Gardner F. Davis
One
Independent Drive, Suite 1300
Jacksonville,
FL 32202
|
11.11. Governing Law. Unless a rule
of law or procedure is supplied by federal law (including the Bankruptcy Code
and Rules), Florida law shall govern the construction of the Plan and any
agreements, documents, and instruments executed in connection with the Plan and
under such agreements, documents and instruments (except to the extent such
agreements, documents, and instruments provide for a different governing
law).
(Signature
page follows)
1 The Debtors have established an
Internet website, http://www.a21group.com/bank.html to provide information regarding the
bankruptcy case, including copies of Debtors’ major pleadings and information
for potential purchasers regarding the ArtSelect Assets and SuperStock Assets,
the Bid Procedures and the Auction process. The tax identification
numbers of the Debtors are as follows: a21, Inc. 74-2896910, ArtSelect, Inc.
42-1503076 and SuperStock, Inc. 13-2750088. The address of the
principal offices of Debtors is: 7660 Centurion Parkway, Jacksonville, FL
32256.
2 A copy
of the ArtSelect Base Contract is available on the Debtors’ Internet website,
http://www.a21group.com/bank.html.
3 A copy
of the SuperStock Base Contract is available on the Debtors’ Internet website,
http://www.a21group.com/bank.html.
4 A copy
of the Debtors’ Bid Procedures is available on the Debtors Internet website,
http://www.a21group.com/bank.html.
Dated: Jacksonville,
Florida
December __, 2008
Respectfully
submitted,
A21,
INC.
By /s/ John Z.
Ferguson
John Z. Ferguson
Its Chief Executive
Officer
SUPERSTOCK,
INC.
By /s/ John Z.
Ferguson
John Z. Ferguson
Its Chief Executive
Officer
ARTSELECT,
INC.
By /s/ John Z.
Ferguson
John Z. Ferguson
Its Chief Executive
Officer
FOLEY
& LARDNER LLP
/s/ Gardner F.
Davis
Gardner
F. Davis
Florida
Bar No. 0471712
gdavis@foley.com
Michael
B. Kirwan
Florida
Bar No. 0765244
mkirwan@foley.com
John J.
Wolfel, Jr.
Florida
Bar No. 030664
jwolfel@foley.com
One
Independent Drive, Suite 1300
Jacksonville,
FL 32202-5017
P. O. Box
240
Jacksonville,
FL 32201-0240
904.359.2000
and
Jennifer
Hayes
Foley
& Lardner LLP
Florida
Bar No. 017325
jhayes@foley.com
100 North
Tampa Street, Suite 2700
Tampa, FL
33602-5810
Phone:
813.229.2300