Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4/A Amendment No. 3 to Form S-4 299 1.80M
2: EX-2.(A) Form of Pre-Packaged Plan of Reorganization 26 150K
3: EX-10.(AK) Reimbursement Agreement 21 77K
4: EX-10.(AP) Forbearance, Lock-Up & Voting Agreement 12 47K
5: EX-10.(AQ) Citicorp North America, Inc. Commitment Letter 34 108K
6: EX-10.(AR) Asset Sale & Purchase Agreement 3 16K
7: EX-12 Computation of Ratios 1 11K
8: EX-23.A Consent of Independent Public Accountants 1 10K
9: EX-27.(A) Financial Data Schedule 12/31/1998 2 11K
28: EX-99.(AA) Form of Ballot for Class 7 5 21K
29: EX-99.(AB) Form of Master Ballot 6 29K
10: EX-99.(G) Consent of Cushman & Wakefield Re: Reynosa 1 12K
11: EX-99.(H) Consent of Cushman & Wakefield Re: Appraisals 2± 17K
12: EX-99.(J) Form of Letter to Securityholders 3 20K
13: EX-99.(K) Summary of Domestic Vsb Market Forecast Info 3± 16K
14: EX-99.(L) Real Property Appraisal, Dated 1/13/1999 83 304K
15: EX-99.(M) Real Property Appraisal, Dated 5/29/1998 82 304K
16: EX-99.(N) Real Property Appraisal, Dated 5/21/1998 75 184K
17: EX-99.(O) Real Property Appraisal, Dated 5/29/1998 79 289K
18: EX-99.(P) Real Property Appraisal, Dated 10/01/1998 157 473K
19: EX-99.(Q) Real Property Appraisal, Dated 05/21/1998 105 247K
20: EX-99.(R) Valuation Report, Dated April 13, 1999 19 89K
21: EX-99.(S) Real Property Appraisal, Dated 1/25/1999 85 309K
22: EX-99.(U) Consent of Bermudez 1 11K
23: EX-99.(V) Consent of Greenwich Industrial Services 1 10K
24: EX-99.(W) Consent of Forrester Research, Inc 1 12K
25: EX-99.(X) Consent of Gartner Group, Inc. 1 13K
26: EX-99.(Y) Form of Ballot for Class 4 5 21K
27: EX-99.(Z) Form of Ballot for Class 6 5 25K
Exhibit 99y
UNITED STATES BANKRUPTCY COURT
FOR THE [___________] DISTRICT OF [_____________]
In re: ) Chapter 11
)
ZENITH ELECTRONICS CORPORATION ) Case No. 99-___(___)
)
Debtor. )
BALLOT FOR ACCEPTING OR REJECTING THE PREPACKAGED
PLAN OF REORGANIZATION DATED _________________________, 1999 OF
ZENITH ELECTRONICS CORPORATION
Class 4 - Bank Lender Claims
PLEASE READ AND FOLLOW THE ENCLOSED
VOTING INSTRUCTIONS CAREFULLY BEFORE COMPLETING THE BALLOT.
PLEASE CHECK THE APPROPRIATE BOX BELOW TO INDICATE
YOUR ACCEPTANCE OR REJECTION OF THE PREPACKAGED PLAN.
________________________________________________________________________________
THIS BALLOT IS ACCOMPANIED BY A RETURN ENVELOPE THAT IS ADDRESSED TO
GEORGESON & COMPANY, INC. (THE "SOLICITATION AGENT").
THIS BALLOT MUST BE RECEIVED BY THE SOLICITATION AGENT BY 5:00 P.M.,
NEW YORK CITY TIME, ___, 1999 (THE "EXPIRATION DATE")
UNLESS THE COMPANY, IN ITS SOLE DISCRETION, EXTENDS OR WAIVES THE PERIOD
DURING WHICH BALLOTS WILL BE ACCEPTED BY THE COMPANY, IN WHICH CASE
THE TERM "EXPIRATION DATE" FOR SUCH SOLICITATION SHALL MEAN THE LAST
TIME AND DATE TO WHICH SUCH SOLICITATION IS EXTENDED.
________________________________________________________________________________
This Ballot may not be used for any purpose other than for casting votes to
accept or reject the Prepackaged Plan (as defined herein). All capitalized
terms used in the Ballot or Voting Instructions but not otherwise defined
therein shall have the meaning ascribed to them in the Prepackaged Plan of
Reorganization dated ______________, 1999 of Zenith Electronics Corporation (the
"Prepackaged Plan").
Item 1. Amount and Type of Claim.
The undersigned is the beneficial holder of a Class 4 Claim in the aggregate
outstanding amount of $__________.
Item 2. Certifications.
By signing this Ballot, the undersigned certifies:
(i) to the Bankruptcy Court and the Company that either (a) such person or
entity is the beneficial interest holder of the Claims or securities being voted
or (b) such person or entity is an authorized signatory for some person or
entity which is a beneficial interest holder of the Claims or securities being
voted;
(ii) to the Bankruptcy Court and the Company that such person or entity (or
in the case of an authorized signatory, the beneficial interest holder) has
received a copy of the Disclosure Statement and Solicitation Materials and will
acknowledge that the Solicitation is being made pursuant to the terms and
conditions set forth therein;
(iii) to the Bankruptcy Court and the Company that either (a) such person
or entity has not submitted any other Ballots for such Class of Claims held in
other accounts or other registered names or (b) such person or entity has
disclosed on each Ballot completed by such person or entity the existence of
Claims in the same Class held in other accounts or other registered names, and
the submission of other Ballots for such Claims;
(iv) to the Bankruptcy Court and the Company that such person or entity has
cast the same vote on every Ballot completed by such person or entity with
respect to holdings in a single Class of Claims;
(v) that no other Ballots with respect to the amount of the Claims
identified in Item 1 have been cast or, if any other Ballots have been cast with
respect to such Claims, such earlier Ballots are hereby revoked; and
(vi) that such person or entity (or in the case of an authorized signatory,
the beneficial interest holder) be treated as the record holder of such Claims
for purposes of voting on the Prepackaged Plan.
Item 3. Class 4 Vote.
The holder of the Class 4 Claim set forth in Item 1 votes (please check one):
[_] To Accept the Prepackaged Plan [_] To Reject the Prepackaged Plan
THE BOARD OF DIRECTORS OF ZENITH ELECTRONICS CORPORATION
RECOMMENDS THAT YOU ACCEPT THE PREPACKAGED PLAN
BY CHECKING THE "TO ACCEPT THE PREPACKAGED PLAN" BOX IN ITEM 3
Dated:_______________
Name of Voter:________________________________________
(Print or Type)
Social Security or Tax I.D. No._______________________
Signature_____________________________________________
By____________________________________________________
(If Appropriate)
Title:________________________________________________
(If Appropriate)
Street Address________________________________________
City, State and Zip Code______________________________
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PLEASE COMPLETE, SIGN AND DATE
THE BALLOT AND RETURN IT PROMPTLY
YOUR BALLOT MUST BE RECEIVED BY:
BALLOT TABULATION CENTER-ZENITH ELECTRONICS CORPORATION:
________________
________________
________________
Attn:________
BY 5:00 P.M., NEW YORK CITY TIME ON OR
BEFORE ________________, 1999, OR YOUR VOTE WILL NOT BE COUNTED
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VOTING INSTRUCTIONS
1. All capitalized terms used in the Ballot or Voting Instructions but not
otherwise defined therein shall have the meaning ascribed to them in the
Prepackaged Plan of Reorganization dated ___________, 1999 of Zenith Electronics
Corporation (the "Prepackaged Plan").
2. The Prepackaged Plan can be confirmed by the Bankruptcy Court, and therefore
made binding on you, if it is accepted by the holders of two-thirds in amount
and more than one-half in number of debt claims in each impaired debt class
voting on the Prepackaged Plan. Please review the Disclosure Statement for more
information.
3. To ensure that your vote is counted, you must (i) complete the Ballot, (ii)
indicate your decision either to accept or reject the Prepackaged Plan in the
boxes provided in Item 3 of the Ballot, and (iii) sign and return the Ballot to
the address set forth on the enclosed prepaid envelope. Your Ballot must be
received by Georgeson & Company, Inc. -________________________________ (the
"Solicitation Agent") by 5:00 p.m., New York City Time on or before
_______________, 1999 (the "Expiration Date"). If a Ballot is received after
the Expiration Date, it will not be counted. The method of delivery of Ballots
to be sent to the Solicitation Agent is at the election and risk of each holder
of a Claim. Except as otherwise provided herein, such delivery will be deemed
made only when the original executed Ballot is actually received by the
Solicitation Agent. Instead of effecting delivery by mail, it is recommended,
though not required, that such holders use an overnight or hand delivery
service. In all cases, sufficient time should be allowed to assure timely
delivery. Delivery of a Ballot by facsimile, e-mail or any other electronic
means will not be accepted. No Ballot should be sent to the Company, any
indenture trustee, or the Company's financial or legal advisors.
4. If multiple Ballots are received from an individual holder of Claims with
respect to the same Claims prior to the Expiration Date, the last Ballot timely
received will supersede and revoke any earlier received Ballot.
5. The Ballot is not a letter of transmittal and may not be used for any
purpose other than to vote to accept or reject the Prepackaged Plan and to
determine the alleged amount of a beneficial holder's claim. Accordingly, at
this time, creditors should not surrender certificates or instruments
representing or evidencing their Claims, and neither the Company nor the
Solicitation Agent will accept delivery of such certificates or instruments
surrendered together with a Ballot. The remittance of your notes or other
evidence of your claims for exchange pursuant to the Prepackaged Plan may only
be made by you and will not be accepted if certificates or instruments
representing your Claims (in proper form for transfer) are delivered together
with a letter of transmittal that will be furnished to you as provided under the
Prepackaged Plan or as notified following confirmation of the Prepackaged Plan
by the Bankruptcy Court.
6. This Ballot does not constitute, and shall not deemed to be, a proof of
claim or equity interest or an assertion or admission of a claim or equity
interest.
7. Please be sure to sign and date your Ballot. If you are completing the
Ballot on behalf of an entity, indicate your relationship with such entity and
the capacity in which you are signing. In addition, please provide your name
and mailing address if different from that set forth on the attached mailing
label or if no such mailing label is attached to the Ballot.
8. If you hold Claims in more than one class under the Prepackaged Plan, you
may receive more than one Ballot coded for each different Class. Each Ballot
votes only your claims indicated on that Ballot. Please complete and return each
Ballot you received.
9. The Ballot must be returned in sufficient time to allow it to be RECEIVED by
the Solicitation Agent by no later than 5:00 p.m., New York City Time, on or
before the Expiration Date. If you believe you have received the wrong Ballot,
please contact the Solicitation Agent or your broker or bank immediately.
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PLEASE MAIL YOUR BALLOT PROMPTLY!
--------------------------------
IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT
OR THE VOTING PROCEDURES,
PLEASE CALL THE SOLICITATION AGENT AT _______________.
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