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. 5 to Form S-4 316 1.91M
2: EX-2.(A) Form of Pre-Packaged Plan of Reorganization 26 148K
3: EX-4.(E) Form of Indenture With Respect to New Debentures 56 277K
4: EX-5.(A) Opinion of Kirkland & Ellis 4 25K
5: EX-8.(A) Tax Matters Opinion of Kirkland & Ellis 2 11K
6: EX-10.(AH) Amended & Restated Restructuring Agreement 45 164K
7: EX-23.(A) Consent of Independent Public Accountants 1 8K
13: EX-99.(AA) Form of Ballot for Class 6 5 20K
14: EX-99.(AB) Form of Master Ballot 6 30K
15: EX-99.(AJ) Zenith Capital Structure Analysis 14 37K
16: EX-99.(AK) Property Summary & Value Estimates 12/1998 15 36K
17: EX-99.(AL) Mexican Portfolio Disposition Investig. & Proposal 25 63K
18: EX-99.(AM) Zenith Facility Plant #31 Evaluation, 12/1998 10 22K
19: EX-99.(AN) McAllen, Texas Plant #15 Evaluation 6 15K
20: EX-99.(AO) Franklin Park, Il Evaluation 6 17K
8: EX-99.(B) Valuation Report, Dated July 22, 1998 21 110K
9: EX-99.(F) Valuation Report, Dated November 16, 1998 14 78K
10: EX-99.(J) Form of Letter to Security Holders 4 20K
11: EX-99.(Y) Form of Ballot for Class 2 5 20K
12: EX-99.(Z) Form of Ballot for Class 5 5 25K
Exhibit 99ab
UNITED STATES BANKRUPTCY COURT
FOR THE [___________] DISTRICT OF [_____________]
In re: ) Chapter 11
)
ZENITH ELECTRONICS CORPORATION ) Case No. 99-___(___)
)
Debtor. )
MASTER BALLOT FOR ACCEPTING OR REJECTING THE
PREPACKAGED PLAN OF REORGANIZATION DATED
_________________________, 1999 OF ZENITH ELECTRONICS CORPORATION
Class 5 - Old Subordinated Debenture Claims
(Holders of 6-1/4% Convertible Subordinated Notes due 2011)
This Master 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 Master 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").
This Master Ballot is being sent to brokers, proxy intermediaries, and other
nominees of Beneficial Holders (as defined herein) and is to be used by brokers,
proxy intermediaries or other nominees for casting votes to accept or reject the
Prepackaged Plan on behalf of and in accordance with the Ballots cast by the
Beneficial Holders holding Class 5 Claims through such brokers, proxy
intermediaries, or other nominees.
The Prepackaged Plan referred to in this Master Ballot can be confirmed by the
Bankruptcy Court and thereby made binding on all holders of Claims if it is
accepted by the holders of two-thirds in amount and more than one-half in number
of Claims in each impaired debt class voting on the Prepackaged Plan. To have
the votes of your Beneficial Holders count, you must complete and return this
Master Ballot.
PLEASE READ AND FOLLOW THE ENCLOSED
VOTING INSTRUCTIONS CAREFULLY BEFORE COMPLETING THE BALLOT.
________________________________________________________________________________
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.
________________________________________________________________________________
Item 1. Amount and Type of Claim.
The undersigned is the record holder of _________ Class 5 Claims in the
aggregate outstanding amount of $__________, for which voting instructions have
been received from holders of the beneficial interests of such Claims (the
"Beneficial Holders") as listed in Item 3 below.
Item 2. Class 5 Vote.
As instructed by the Beneficial Holders of the aggregate number of Class 5
Claims as set forth in Item 1 above, the undersigned transmits the following
votes of such Beneficial Holders in respect of their Class 5 Claims.
To Accept (vote FOR) the Prepackaged Plan:
__________________________________ ______________________________
Aggregate number of Class 5 Claims Aggregate Amount of Old
Subordinated Debentures Claims
To Reject (vote AGAINST) the Prepackaged Plan:
__________________________________ ______________________________
Aggregate number of Class 5 Claims Aggregate Amount of Old
Subordinated Debentures Claims
Item 3. Class 5 Vote - Number of Holders of Class 5 Claims
The following Beneficial Holders of Class 5 Claims, as identified by their
respective customer account numbers or the respective sequence numbers set forth
below, have delivered to the undersigned Ballots casting votes (indicate the
aggregate amount for each respective account under the appropriate column,
please use additional sheets of paper if necessary):
[Enlarge/Download Table]
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Insert Amount of Claims Voted
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Customer Account No. Accept the Prepackaged Plan Reject the Prepackaged Plan
and/or Customer Name (VOTE FOR) (VOTE AGAINST)
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1.
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2.
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3.
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4.
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5.
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6.
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7.
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Item 4. Certification
By signing this Ballot, the undersigned certifies:
(i) that (a) it has received a copy of the Disclosure Statement, Ballot
and other Solicitation Materials and has delivered the same to the Beneficial
Holders listed thereon, (b) it has received a completed and signed Ballot from
each such Beneficial Holder, (c) it is the registered holder of the securities
being voted, (d) it has been authorized by each such Beneficial Holder to vote
on the Prepackaged Plan, and (e) the Beneficial Holder has certified to such
nominee that such Beneficial Holder has not submitted any other Ballots for such
Class of Claims held in other accounts or other registered names, or, if it has
submitted another Ballot held in other accounts or registered names, that the
Beneficial Holder has certified to such nominee that such Beneficial Holder has
cast the same vote for such Class of Claims, and such nominee will disclose such
other accounts or registered holders and such other Ballots;
(ii) that it be treated as the Beneficial Holder of the Claims for purposes
of voting on the Prepackaged Plan, unless otherwise authorized by the Bankruptcy
Court;
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(iii) that it has properly disclosed (a) the number of such Beneficial
Holders, (b) the respective amounts and issues of the Old Subordinated
Debentures owned, as the case may be, by each such Beneficial Holder, (c) each
Beneficial Holder's respective vote concerning the Prepackaged Plan, (d) the
customer account or other identification number for each such Beneficial Holder;
and
(iv) that it will maintain Ballots returned by Beneficial Holders (whether
properly completed or defective) for disclosure to the Bankruptcy Court or
Company if so ordered.
Item 5. Preservation of Rights
The following beneficial holders of Class 5 Claims have elected, by checking the
box in Item 5 of their Ballot, to preserve their rights against the Investor
Releasees, the D&O Releasees and the Debenture Releasees and to not consent to
the permanent injunction precluding claims by them against the Investor
Releasees, the D&O Releasees and the Debenture Releasees as described in Clause
C of Article X of the Prepackaged Plan.
[Download Table]
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Insert Amount of Claims Voted
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Customer Account No. (Elected to Preserve Rights)
and/or Customer Name
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1.
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2.
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3.
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4.
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5.
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6.
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7.
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IT IS A CONDITION TO CONSUMMATION OF THE PREPACKAGED PLAN THAT NOT MORE THAN 5%
OF THE HOLDERS OF CLASS 5 CLAIMS CHECK THE BOX IN ITEM 5 OF THE BALLOT. IF MORE
THAN 5% OF THE HOLDERS OF CLASS 5 CLAIMS CHECK THE BOX IN ITEM 5, YOU MAY NOT
RECEIVE THE DISTRIBUTIONS PROVIDED IN THE PREPACKAGED PLAN.
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
-------------------------
THIS MASTER BALLOT MUST BE RECEIVED BY:
BALLOT TABULATION CENTER-ZENITH ELECTRONICS CORPORATION GROUP
c/o
----------------
----------------
----------------
Attn:
----------------
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BY 5:00 P.M. NEW YORK CITY TIME
ON OR BEFORE ______________, 1999, OR THESE VOTES WILL NOT BE COUNTED
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VOTING INSTRUCTIONS
The Company is soliciting the votes of holders of Class 5 Claims with
respect to the Prepackaged Plan of Reorganization dated _____________, 1999 of
Zenith Electronics Corporation (the "Prepackaged Plan") referred to in the
Disclosure Statement (a copy of which is attached hereto). All capitalized
terms used in the Master Ballot or in these instructions but not otherwise
defined herein shall have the meaning ascribed to such terms in the Prepackaged
Plan.
The Prepackaged Plan can be confirmed by the Bankruptcy Court, and
therefore made binding on all holders, 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. To have the Ballots of your
Beneficial Holders count, you must complete and return this Master Ballot.
You should deliver the Ballot and other documents relating to the
Prepackaged Plan, including the Disclosure Statement (collectively, the
"Solicitation Materials"), to each Beneficial Holder of Class 5 Claims and take
any action required to enable each such Beneficial Holder to vote the Class 5
Claims held by such Beneficial Holder. With regard to any Ballots returned to
you, to have the vote of your Beneficial Holder count, you must not later than
5:00 p.m. New York City Time on _____________, 1999, subject to extension in the
sole discretion of the Company (the "Expiration Date"), (a) retain such Ballots
in your files and transfer the requested information from each such Ballot onto
the attached Master Ballot, (b) execute the Master Ballot and (c) deliver such
Master Ballot to Georgeson & Company, Inc. __________________________ (the
"Solicitation Agent") Attention: ____________. Please keep any records of the
Ballots received from Beneficial Holders until ___________, 2000 (or such other
date as is set by subsequent Bankruptcy Court order). You may be ordered to
produce the Ballots to the Company or Bankruptcy Court.
The Master 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,
Holders of Class 5 Claims should not surrender instruments or certificates
representing or evidencing their Class 5 Claims, and neither the Company nor the
Solicitation Agent will accept delivery of such instruments or certificates
surrendered together with a Ballot. The remittance of your instruments or other
evidence of your claims for exchange pursuant to the Prepackaged Plan may only
be made by you, and will only be accepted if instruments or certificates
representing your Class 5 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.
To properly complete the Master Ballot take the following steps:
(a) Provide appropriate information for each of the items on the
Master Ballot (Please note that Item 3 requests information for each
individual Beneficial Holder for whom you hold Class 5 Claims in your
name. To identify such Beneficial Holders, please use the customer
name and account number assigned by you to each such Beneficial
Holder).
(b) Identify (i) the vote to accept or reject the Prepackaged
Plan and (ii) the votes not to consent to Clause C of Article X of the
Prepackaged Plan, in Items 2 and 5 respectively for the Class 5 Claims
held by you as the registered holder on behalf of the Beneficial
Holders. The Company is aware that certain security holders have
asserted or may assert that claims exist against one or more of the
Investor Releasees and/or the LGE-related D&O Releasees relating to
the relationship of the Investor Releasees and/or the LGE-related D&O
Releasees to the Company and the development of the proposed
Restructuring. Such claims include or might include alleged breach of
fiduciary duties, violation of securities laws, or other conduct
allegedly inconsistent with applicable law. To the extent any such
claims exist, and to the extent that such claims are held by the
Company or by holders of any Claim that has accepted the Prepackaged
Plan, whose Claim is part of a Class that has accepted (or is deemed
to accept) the Prepackaged Plan, or that is entitled to receive a
distribution of property under the Prepackaged Plan, other than a
holder of Old Subordinated Debentures that has marked this Ballot so
as not to consent to the releases in favor of the D&O Releasees,
Investor Releasees and Debenture Releasees, such claims will be
released by the terms of the Prepackaged Plan. Moreover, all of the
D&O Releasees and Investor Releasees, including the LGE-related D&O
Releasees, would receive the
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benefits of the exculpation provisions of the Prepackaged Plan, which
might impair certain causes of action not affected by the releases in
the Prepackaged Plan.
(c) Sign and date your Master Ballot.
(d) If you are completing this Master Ballot on behalf of another
entity, state your title with such entity.
(e) Provide your name and mailing address if different from the
preprinted address on the Master Ballot or if no preprinted address
appears on the Master Ballot.
(f) Deliver the Master Ballot to the Solicitation Agent.
If you are both the registered holder and Beneficial Holder of any of
the Class 5 Claims and you wish to vote such Class 5 Claims, you
should return a Ballot for the Claims for which you are a Beneficial
Holder and a Master Ballot for the Claims for which you are a
registered holder.
The method of delivery of a Master Ballot to the Solicitation Agent is at
the election and risk of each entity. Except as otherwise provided herein, such
delivery will be deemed made only when the original executed Master Ballot is
actually received by the Solicitation Agent. Instead of effecting delivery by
mail, it is recommended, though not required, that such entities use an
overnight or hand delivery service. In all cases, sufficient time should be
allowed to assure timely delivery. Delivery of a Master Ballot by facsimile,
e-mail or any other electronic means will not be accepted. No Master Ballot
should be sent to the Company, any indenture trustee, or the Company's financial
or legal advisors.
No fees or commissions or other remuneration will be payable to any broker,
dealer or other person for soliciting Ballots accepting the Prepackaged Plan.
IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT
OR THE VOTING PROCEDURES,
PLEASE CALL THE SOLICITATION AGENT AT _____________.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY
OTHER PERSON, THE AGENT OF THE COMPANY OR THE SOLICITATION AGENT, OR AUTHORIZE
YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF
ANY OF THEM WITH RESPECT TO THE PREPACKAGED PLAN, EXCEPT FOR THE STATEMENTS
CONTAINED IN THE DOCUMENTS ENCLOSED HEREWITH.
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