Order Confirming Digital Technologies Media Group, Inc.'s Third Amended Chapter 11 Plan of Reorganization

Summary

This court order confirms the Third Amended Chapter 11 Plan of Reorganization for Digital Technologies Media Group, Inc., a Delaware corporation. The plan was accepted by the required majority of creditors and interest holders, and no objections were filed. The order finds that the plan complies with bankruptcy laws, provides for payment of claims, and ensures proper management and disclosure. The plan will be implemented as approved, allowing the company to reorganize its debts and continue operations under court supervision.

EX-2.3 4 0004.txt Exhibit 2.3 MARTIN J. BRILL (State Bar No. 53220) ROBYN B. SOKOL (State Bar No. 159506) ROBINSON, DIAMANT & BRILL A Professional Corporation 1888 Century Park East, Suite 1500 Los Angeles, California 90067 Telephone: (310) 277-7400 Telecopier: (310) 277-7584 Attorneys for Debtor and Debtor in Possession UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA SAN FERNANDO VALLEY DIVISION Bk. No. SV 99-10944-GM Chapter 11 In re ORDER CONFIRMING DIGITAL TECHNOLOGIES MEDIA GROUP, INC.'S THIRD AMENDED DIGITAL TECHNOLOGIES MEDIA GROUP, CHAPTER 11 PLAN OF REORGANIZATION INC., a Delaware corporation, Date: April 18, 2000 Debtor. Time: 9:00 a.m. Place: Courtroom "303" 21041 Burbank Blvd. Woodland Hills, CA A hearing was held before the undersigned United States Bankruptcy Judge on April 18, 2000 at 9:00 a.m. on the confirmation of Digital Technologies Media Inc.'s Third Amended Chapter 11 Plan of Reorganization (the "Plan") filed by Digital Technologies Media, Inc. Debtor and Debtor in Possession (the "Debtor"). Martin J. Brill and Robyn B. Sokol of Robinson, Diamant & Brill, A Professional Corporation, appeared on behalf of the Debtor. No other appearances were made. /// The Court having considered the Memorandum in Support of Confirmation of Debtor's Third Amended Chapter 11 Plan of Reorganization and the Declarations filed in support of confirmation of the Plan, and it appearing that adequate notice and opportunity for hearing were given under all of the circumstances, and no objections to confirmation of the Plan having been filed, hereby makes the following findings of fact and conclusions of law: FINDINGS OF FACT ---------------- 1. The Debtor provided adequate and appropriate notice of the hearing on confirmation of the Plan by service of the (a) "Notice To Creditors Of: (1) 126 Hearing To Consider Confirmation Of Debtor's Third Amended Chapter 11 Plan of Reorganization; (2) Time Fixed For Debtor's Receipt of Ballots Accepting or Rejecting Plan; (3) Time Fixed For Filing Objections To Confirmation" ("Solicitation Notice") and the "Notice To Interest Holders Of: (1) Hearing To Consider Confirmation Of Debtor's Third Amended Chapter 11 Plan; (2) Time Fixed For Debtor's Receipt Of Ballots Accepting Or Rejecting Plan; and (3) Time Fixed For Filing Objections To Confirmation ("Interest Holder Notice"); (b) the "Ballot For Accepting Or Rejecting Plan" ("Ballot(s)"); (c) the "Debtor's Disclosure Statement Describing Debtor's Third Amended Chapter 11 Plan" (the "Disclosure Statement"); and (d) the "Debtor's Third Amended Chapter 11 Plan of Reorganization" (the "Plan"). The noticing of the Disclosure Statement and Plan was in accordance with the applicable provisions of the Bankruptcy Code, Federal Rules of Bankruptcy Procedure and the Local Bankruptcy Rules. The Debtor also mailed appropriate ballots to the members of each class entitled to vote on the Plan. 2. No objection to confirmation of the Plan was filed or served. 3. The Plan has been accepted by at least two-thirds in amount and more than one-half in number of allowed claims of each class held by creditors entitled to vote and voting on the Plan. The Plan has been accepted by Class 3 Interest Holders by more than one-half in number of allowed interests. 4. The Debtor as proponent of the Plan has complied with 11 U.S.C. 1125 in connection with solicitation of acceptances to the Plan. 5. The Plan provides adequate means for its implementation. 6. The Plan provides for the selection of any officer, director or trustee of the Debtor and/or its affiliates under the Plan, or a successor thereto in a manner which is consistent with the interests of creditors and equity security holders and with public policy. 7. The Plan complies with the applicable provisions of the Bankruptcy Code. 8. The Debtor as proponent of the Plan, has complied with the applicable provisions of the Bankruptcy Code. 9. The Plan is proposed in good faith and not by any means forbidden by law. /// 10. Any payments made or to be made by the Debtor under the Plan to professional persons for services or for costs and expenses in, or in connection with, the chapter 11 case, or in connection with the Plan and incident to the chapter 11 case, have been approved by, or are subject to further approval of the Court, as reasonable. 11. The Debtor has disclosed the identity and affiliations of any individual proposed to serve, after confirmation of the Plan, as a director or officer of the Debtor and/or its affiliates. 12. The appointment to, or continuance in office of, individuals proposed to serve as officers or directors following confirmation of the Plan is consistent with the interests of creditors and equity security holders and with public policy. 13. The Debtor has disclosed the identity of any insiders who will be employed or retained by the Debtor following confirmation of the Plan and the nature of any compensation for such insider. 14. The Debtor is not subject to the jurisdiction of any governmental regulatory commission with respect to rate matters. 127 15. Each holder of a claim or interest will receive or retain under the Plan on account of such claim or interest property of a value, as of the Effective Date of the Plan, that is not less than the amount that such holder would receive or retain if the Debtor were liquidated under chapter 7 of the Bankruptcy Code on the Effective Date of the Plan. /// 16. Each class of claims or interests has accepted the Plan. 17. Each class of claims that is impaired under the Plan has accepted the Plan, excluding the acceptance of any insider as defined in 11 U.S.C. 101(31). Classes 1, 2 and 3, which are all impaired, voted to accept the Plan. 18. The Plan satisfies 11 U.S.C. 1129(a)(11) as the Debtor will have enough cash on the Effective Date to satisfy all claims and expenses entitled to be paid on such date. 19. All bankruptcy fees payable pursuant to 28 U.S.C. 1930 will be paid on the Plan's Effective Date or as soon thereafter as possible. 20. There are no retiree benefits required to be paid or continued under the Plan. 21. The Plan provides for the payment of all allowed priority claims in cash in the full amount of such claims on the Effective Date of the Plan unless such claimants have agreed to alternate satisfaction of their claims. The evidence establishes that funds of the bankruptcy estate will be sufficient to provide for payment in accordance with the Plan of all existing administrative and other priority claims. 22. Any conclusion of law set forth below which is deemed a finding of fact is incorporated herein. CONCLUSIONS OF LAW ------------------ 1. The Plan has been accepted in writing by the creditors whose acceptances are required by law. 2. The Plan complies with the applicable provisions of Title 11 of the United States Code. 3. The Debtor has complied with the applicable provisions of Title 11 of the United States Code. 4. The Plan has been proposed in good faith and not by any means forbidden by law. 5. The identity, qualifications, and affiliations of the persons who are to be directors or officers of the Debtor and/or its affiliates after confirmation of the Plan have been fully disclosed, and the appointment of such persons to such offices, or their continuance therein is equitable and consistent with the interests of the creditors and equity security holders and with public policy. 6. Solicitation of acceptances of the Plan, including the mailing of the Plan and the Disclosure Statement, and the mailing of ballots to holders of claims and interests, was in accordance with the orders thereon of this Court, the provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, Local Bankruptcy Rules, and any other applicable law. 7. Each holder of a claim or interest has accepted the Plan or will receive or retain under the Plan property of a value, as of the Effective Date of the Plan, that is not less than the amount that such holder would receive or retain if the Debtor was liquidated under chapter 7 of the Bankruptcy Code on such date. 8. With respect to each class of claims or interests under the Plan, such class has accepted the Plan pursuant to the provisions of 11 U.S.C. 1126. 128 9. The Plan provides appropriate treatment for the claims entitled to priority pursuant to 11 U.S.C. 507, as required pursuant to 11 U.S.C. 1129(a)(9). 10. At least one class of claims that is impaired under the Plan has accepted the Plan, excluding the acceptance of any insider as defined in 11 U.S.C. 101(31). 11. Confirmation of the Plan is not likely to be followed by the need for further financial reorganization, of the Debtor or any successor to the Debtor under the Plan and the Debtor is able to satisfy all Effective Date distributions. 12. All bankruptcy fees payable pursuant to 28 U.S.C. 1930 have been paid or shall be paid on or prior to the Plan's Effective Date. 13. There are no retiree benefits required to be paid or continued under the Plan. 14. Any finding of fact above which is deemed a conclusion of law is incorporated herein. Accordingly, it is hereby ORDERED: A. The Debtor's Plan, a copy of which is attached hereto as Exhibit "1," is confirmed and approved. B. The provisions of the Plan and of this order shall be binding on the Debtor, the Reorganized Debtor, the bankruptcy estate, and any entity acquiring property under the Plan, and on any and all creditors and equity security holders. C. The property of the bankruptcy estate shall be vested in the Reorganized Debtor as provided in Article V.B of the Plan. D. The Reorganized Debtor shall act as disbursing agent with- out bond and is authorized to make the disbursements required under the Plan. E. On the Effective Date as defined in the Plan, all creditors and claimants at law or in equity whose status is based upon any debt, claim, lien, security interest, liability or cause of action which was in existence as of the date of this order or which arises out of the rejection of an executory contract or unexpired lease, shall be and are hereby, permanently restrained and enjoined from pursuing or attempting to pursue, or from commencing or continuing any suit or proceeding at law, or in equity, directly or indirectly, against the Debtor and the Reorganized Debtor herein, except pursuant to and consistent with the provisions of the Plan. F. Pursuant to Article IV.A.1. of the Plan, the Debtor shall assume the following executory contracts and leases: Server Lease - Intel server for e-commerce business, Jande International - Lessor; Real Property Lease - office space, Jande International - Lessor; Office Equipment Lease, Jande International - Lessor; Fogdog Sport Contract - contract to sell merchandise on the Internet, Fogdog - non-Debtor contracting party. G. Pursuant to Article IV.A.2. of the Plan, the Debtor rejects all of its unexpired leases and executory contracts which it does not assume through the Plan. Within thirty (30) days following entry of this Order, the holder of any claim arising from rejection of an executory contract or unexpired lease shall file with the clerk and serve upon the Debtor and its counsel a proof of claim for damages resulting from rejection or be barred from asserting such claim or receiving any dividend or payment on account of such claim. 129 H. The Debtor and Reorganized Debtor are authorized to execute any and all documents and to take such other actions as may be necessary to implement the provisions of the Plan. I. This Court shall and does hereby retain jurisdiction to the extent provided by law. J. All securities to be issued pursuant to the Plan to Holders of Allowed Claims and Allowed Interests, except the Data common stock and Digi common stock, shall be issued pursuant to the exemption contained in 11 U.S.C. 1145 from the requirements of Section 5 of the Securities Act of 1933, and other applicable federal, state or local law requiring registration. K. A post-confirmation status conference will be held on August 8, 2000 at 9:00 a.m. in Courtroom "303". Not less than ten (10) days prior to the Status Conference, the Reorganized Debtor must file a status report ("Report") explaining what progress has been made toward consummation of the confirmed Plan. The initial Report must be served on the United States Trustee and those parties who have requested special notice. Further reports must be filed every one hundred twenty (120) days thereafter and served on the same entities, unless otherwise ordered by the Court. /// /// /// /// /// /// /// L. If the above-referenced case is converted to one under chapter 7, the property of the Reorganized Debtor shall be revested in the chapter 7 estate. DATED: ___________________________________ GERALDINE MUND UNITED STATES BANKRUPTCY JUDGE PRESENTED BY: ROBINSON, DIAMANT & BRILL A Professional Corporation By: ________________________________ MARTIN J. BRILL Attorneys for DIGITAL TECHNOLOGIES MEDIA GROUP, INC., Chapter 11 Debtor and Debtor in Possession