HomeMy WebLinkAbout982113.tiff WELD COUNTY
UNITED STATES BANKRUPTCY COURT �" ' nc
SOUTHERN DISTRICT OF NEW YORK !°? CCI 22 AM 8: 38
x CLERK
In re: 186A D
CITYSCAPE FINANCIAL CORP., Case Nos. 98-B-22569 (ASH)
Tax I.D. No. 11-2994671, and and 98-B-22570 (ASH)
CITYSCAPE CORP., Jointly Administered
Tax I.D. No. 13-3430697,
: Hearing Date: November 13, 1998
Debtors. : at 9:30 a.m.
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NOTICE OF HEARING TO CONSIDER APPROVAL OF
DISCLOSURE STATEMENT AND SOLICITATION
PROCEDURES AND CONFIRMATION OF THE DEBTORS'
PLAN OF REORGANIZATION
NOTICE IS HEREBY GIVEN THAT:
1. On October 6, 1998, Cityscape Financial Corp. and Cityscape Corp.
(collectively, the "Debtors") whose principal place of business is 565 Taxter Road, Elmsford,
New York 10523, commenced in the United States Bankruptcy Court for the Southern District
of New York (the "Bankruptcy Court") voluntary cases under chapter 11 of title 11 of the United
States Code (the "Bankruptcy Code") and filed concurrently therewith, as debtors and debtors-in-
possession, the joint Plan of Reorganization of the Debtors dated October 6, 1998 (the "Plan")
and a Solicitation and Disclosure Statement dated August 28, 1998 (the"Disclosure Statement")
relating to the Plan. Copies of the Plan and Disclosure Statement are on file with the Clerk of the
Bankruptcy Court for the Southern District of New York, 300 Quarropas Street, White Plains,
New York 10601-5008 and may be reviewed during the Court's regular business hours. Copies
of the Plan and Disclosure Statement may also be obtained from Bondholder Communications
Group, 30 Broad Street, 46th Floor,New York, New York 10004, (212) 809-2663, Attention:
John Farr.
2. Beginning on August 29, 1998, prior to the commencement of the
Debtors' chapter 11 cases and in reliance upon section 1145 of the Bankruptcy Code, section
3(a)(9) of the Securities Act of 1933, as amended, and section 4(2) of the Securities Act of 1933,
as amended, and Regulation D promulgated thereunder, the Debtors solicited votes for the
acceptance or rejection of the Plan from the holders of their 12-3/4% Series A Senior Notes due
2004 (the "Senior Noteholders"), the holders of their 6% Convertible Subordinated Debentures
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due 2006 (the "Subordinated Debentureholders") and the holders of their 6% Convertible
Preferred Stock, Series A and Series B (the "Preferred Stockholders"). The Senior Noteholders,
the Subordinated Debentureholders and the Series A Preferred Stockholders voted
overwhelmingly in favor of the Plan, in accordance with the requirements of section 1126(b) of
the Bankruptcy Code.
3. Attached to this Notice as Exhibit "I" is a summary of the Plan.
4. A hearing to consider confirmation of the Plan, including approval of the
Disclosure Statement and the solicitation procedures used in connection therewith, and any
objections that may be interposed thereto and any other matter that may properly come before the
Bankruptcy Court will be held before the Honorable Adlai S. Hardin Jr., United States
Bankruptcy Judge, United States Bankruptcy Court for the Southern District of New York, 300
Quarropas Street, 5th Floor, White Plains,New York 10601-5008 on November 13, 1998, at
9:30 a.m. (New York City Time) or as soon thereafter as counsel may be heard (the
"Confirmation Hearing"). The Confirmation Hearing may be adjourned from time to time
without further notice other than an announcement of the adjourned date or dates at the
Confirmation Hearing or at an adjourned hearing.
5. Any objection to the Plan shall be in writing, shall state the name of the
objector, its interest in the chapter 11 cases, and, if appropriate, the amount and nature of its
claim, that it is an objection to the confirmation of the Plan, as well as the grounds for the
objection and the legal basis therefor, and be filed with the Bankruptcy Court, and served upon
and received by the parties listed below, together with proof of service, on or before November 9,
1998 at 5:00 p.m. (New York City Time):
(1) CITYSCAPE FINANCIAL CORP.
CITYSCAPE CORP.
565 Taxter Road
Elmsford,NY 10523-2300
Attn: Steven M. Miller
(2) LATHAM & WATKINS
Attorneys for the Debtors
885 Third Avenue, Suite 1000
New York, NY 10022
Attn: Robert J. Rosenberg, Esq.
(3) KASOWITZ, BENSON,TORRES & FRIEDMAN,LLP
Attorneys for the Unofficial Senior Noteholders' Committee
1301 Avenue of the Americas
New York,NY 10019
Attn: David M. Friedman, Esq.
2
(4) KRAMER, LEVIN, NAFTALIS & FRANKEL
Attorneys for the Unofficial Subordinated Debentureholders' Committee
919 Third Avenue
New York, NY 10022
Attn: Kenneth H. Eckstein, Esq.
(5) OFFICE OF THE UNITED STATES TRUSTEE
33 Whitehall Street, 21st Floor
New York, New York 10004
UNLESS AN OBJECTION IS TIMELY SERVED AND FILED IN
ACCORDANCE WITH THIS NOTICE, THE OBJECTION WILL NOT BE
CONSIDERED BY THE BANKRUPTCY COURT.
Dated: October 7, 1998
LATHAM & WATKINS
By: \s\ Robert J. Rosenberg
Robert J. Rosenberg (RJR 9585)
A. Brent Truitt(ABT 3799)
Rachael Fink (RF 3321)
885 Third Avenue, Suite 1000
New York,New York 10022
(212) 906-1200
Counsel for the Debtors and Debtors-in-
Possession
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EXHIBIT I
SUMMARY OF PLAN OF REORGANIZATION
The basis of the Plan is a complete conversion (subject to a limited issue of$75 million in principal amount
of New Senior Notes(as defined below))to common equity(or rights to acquire common equity)of the Old Senior
Notes,the Old Subordinated Debentures,the Old Series A Preferred Stock and the Old Series B Preferred Stock
(each as defined below). Material features of the Plan are summarized below and a chart summarizing the treatment
of each class of claims and interests under the Plan can be found at the end of this summary.
Senior Secured Indebtedness Prior to the date (the "Petition Date") they commenced
their chapter 11 cases, Cityscape Financial Corp.
("Cityscape") and Cityscape Corp. ("CSC" and, together
with Cityscape,the"Company" or the"Debtors")entered
into two secured credit facilities,referred to in the Plan as
the Greenwich Facility and the CIT Facility. Subject to
Bankruptcy Court approval,on or about the Petition Date
(or such other date as the Bankruptcy Court permits such
payment), the Greenwich Facility and the CIT Facility
will be repaid by the Company using the proceeds of the
respective DIP Facilities(as defined below).
The Company has requested and received separate
commitments for debtor in possession financing in the
aggregate of up to $250 million from three lenders.
Greenwich Capital Financial Products,Inc.,an affiliate of
Greenwich Capital Markets, Inc. (together with any such
affiliates "Greenwich") has committed to provide up to
$100 million in the form of a revolving credit facility(the
"Greenwich DIP Facility") and The CIT Group/Business
Credit,Inc.and/or its affiliates("CIT")and Nomura Asset
Capital Corporation and/or its affiliates("Nomura") have
together committed to provide up to $150 million in the
form of a revolving credit facility(the "CIT/Nomura DIP
Facility" and collectively, with the Greenwich DIP
Facility, the "DIP Facilities").Subject to the approval of
the Bankruptcy Court, the Company will use the funds
provided by Greenwich to repay all amounts outstanding
under the Greenwich Facility and to operate its business
during the pendency of Cityscape's and CSC's chapter I 1
cases (the "Reorganization Cases"). Subject to the
approval of the Bankruptcy Court, the Company will use
the funds provided by CIT and Nomura to repay all
amounts outstanding under the CIT Facility and to operate
its business during the pendency of the Reorganization
Cases. To the extent that the Claims of Greenwich and
CIT are not satisfied by the DIP Facilities or otherwise,
such claims will be paid in full in cash on the effective
date of the Plan(the"Effective Date").
I
or Notes e 04
(including principal and accrued interest) ("Old Senior
Old Senior Notes............................................................. Cityscape'swill l be° Series A converted into e etach holder's pro 0rata
Notes")
178778 F3o. portion(sharing with all other such holders)of(i)shares
(CUSIP178778AF3) of $0.01 par value common stock of Reorganized
Cityscape ("New Common Stock") equivalent to 90.5%
of the New Common Stock to be outstanding on the
Effective Date,and(ii)9.25%Senior PIK Notes due 2008
issued by Reorganized Cityscape ("New Senior Notes")
representing Senior Notes to be outstanding as of the Effective Date.
ew
Ci sca e's 6%Convertible Subordinated Debentures due
2006("Old Subordinated Debentures") will be converted
Old Subordinated Debentures......................................... Ty p of 9.5% of [he New
into each holder's pro rata portion
178778 Nos. Common Stock to be outstanding as of the Effective Date
(CUSIP78778AB2A4 and,provided that the class of such holders votes to accept
178778AC0 the Plan, such holder's pro rata portion of warrants to
178778A ) purchase 5%of the New Common Stock on a fully diluted
$ with a five ("Nematurity% and an exercise. pass of
ice of
$19.31 per f share e Old of the Subordinated Debentures voted to
accept the Plan;therefore,such holders would receive the
New 5%Warrants under the Plan.
Cit sca e's 6% Convertible Preferred ill be Series
A
("Old Series A Preferred Stock") roxie cv converted into
Old Series A Preferred Stock.......................................... Y
each holder's pro rata portion of app
of
the"New 10%Warrants," which are warrants to purchase
New Common Stock representing 10% of the New
Common Stock on a fully diluted basis;provided,that the
class of such holders votes to accept the Plan and no class
senior to such class votes(or is deemed to have voted)to
reject the Plan. The class of holders of Old Series A
Preferred Stock voted to accept the Plan and classes senior
to such class voted topccept Preferred Stock would
the Plan;therefore,holders
Old eceive
Series A
approximately 10.3%of the New 10%Warrants under the
Plan. The New 10% Warrants will have a five year
maturity and an exercise price of$27.86 per share.
.. Cityscape's 6%Convertible Preferr'dbe Stock rt Series
Old Series B Preferred Stock.................. ("Old Series B Preferred Stock") roxie cv converted into
each holder's pro rata portion of app
of
the New 10% Warrants;provided, that the class of such
holders votes to accept the Plan and no class senior to
such class votes(or is deemed to have voted)to reject the
Plan. The class of holders of Old Series B Preferred Stock
voted to reject the Plan; therefore,such holders will not
receive any distributionsunder the Plan.
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For Each$1,000 Principal Amount Based Upon the Votes on the Plan,
or Liquidation Preference,as Applicable,of: Each Holder Will Receive:
Old Senior Notes 38.4625 shares of New Common Stock and $250.00 in
initial principal amount in New Senior Notes.
Old Subordinated Debentures 9.3446 shares of New Common Stock and New
5%Warrants to purchase 5.7861 shares of New Common
Stock.
Old Series A Preferred Stock New 10%Warrants to purchase approximately 20.76
shares of New Common Stock.
Old Series B Preferred Stock No distribution.
Other Terms of the Plan
Under the Plan, secured claims and general unsecured claims (excluding claims based upon the Old Senior
Notes and Old Subordinated Debentures) are unimpaired and, to the extent not paid during the pendency of the
Reorganization Cases, will receive treatment that the Bankruptcy Court determines to constitute"unimpairment."
Except as otherwise provided in the Plan or the order confirming the Plan (the "Confirmation Order") (i)
on the Effective Date,the Debtors shall be deemed discharged and released to the fullest extent permitted by Section
1141 of the Bankruptcy Code from all claims against and interests in them that arose before the Effective Date, and
(ii) all persons shall be precluded from asserting against Reorganized Cityscape, Reorganized CSC, their respective
successors, or their respective assets or properties any other or further claims or interests based upon any act or
omission,transaction,or other activity of any kind or nature that occurred prior to the Effective Date.
None of the Debtors, Reorganized Cityscape, Reorganized CSC, the members of the Unofficial Senior
Noteholders' Committee, the members of the Unofficial Subordinated Debentureholders' Committee, the members
of any Creditors' Committee appointed in these cases, the indenture trustees under the indentures governing the Old
Senior Notes and Old Subordinated Debentures (the "Indenture Trustees"), CIT, Greenwich or any of their
respective employees, officers,directors, agents, or representatives,or any professional persons employed by any of
them, shall have any responsibility, or have or incur any liability, to any person whatsoever (i) for any matter
expressly approved or directed by the Confirmation Order or(ii) under any theory of liability (except for any claim
based upon willful misconduct or gross negligence) for any act taken or omission made in good faith directly related
to formulating, implementing, confirming, or consummating the Plan, the Disclosure Statement, or any contract,
instrument, release, or other agreement or document created in connection with the Plan.
On the Effective Date, each of the Debtors will release (i) each of the Debtors' then-current and former
officers, directors, shareholders, employees, consultants, attorneys, accountants, financial advisors and other
representatives (solely in their capacities as such) (collectively, the "Debtor Releasees"), (ii) any Creditors'
Committee appointed in these cases and each member,consultant, attorney, accountant or other representative of the
Creditors' Committee, (iii) the Unofficial Senior Noteholders' Committee and each member, consultant, attorney,
accountant or other representative of the Unofficial Senior Noteholders' Committee, (iv) the Unofficial
Subordinated Debentureholders' Committee and each member, consultant, attorney, accountant or other
representative of the Unofficial Subordinated Debentureholders' Committee, (v) the Indenture Trustees, (vi) CIT
and Greenwich and each of their then-current and former officers, directors, shareholders, employees, consultants,
attorneys, accountants, financial advisors and other representatives from any and all claims, obligations, suits,
judgments, damages, rights, causes of action and liabilities whatsoever, whether known or unknown, foreseen or
unforeseen, existing or hereafter arising, in law, equity or otherwise, based in whole or in part upon any act or
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98/13
omission,transaction, event or other occurrence taking place on or prior to the Effective Date in any way relating to
Cityscape, CSC, the Company's trust indentures, the CIT Facility, the Greenwich Facility, the DIP Facilities, the
Debtors,the Reorganization Cases,the Plan or the Disclosure Statement.
On the Effective Date, each holder of a claim against or interest in the Debtors shall be deemed to have
unconditionally released the Debtor Releasees from any and all claims, obligations, suits, judgments, damages,
rights,causes of action and liabilities whatsoever which any such holder may be entitled to assert,whether known or
unknown, foreseen or unforeseen, existing or hereafter arising, in law,equity or otherwise, based in whole or in part
upon any act or omission,transaction,event or other occurrence taking place on or prior to the Effective Date in any
way relating to Cityscape, CSC, the Company's trust indentures, the Debtors,the Reorganization Cases, the Plan or
the Disclosure Statement.
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The following chart summarizes the treatment for creditors and shareholders of Cityscape and CSC under
the Plan. Estimated recoveries for creditors and shareholders under the Plan are based upon(i)in the case of claims,
principal and accrued and unpaid interest as of September 30, 1998, and(ii) in the case of preferred equity interests,
liquidation preference as of such date.
CLAIMS AGAINST AND INTERESTS IN CITYSCAPE
Estimated
Class Description Treatment Recovery
N/A Administrative Claims(Unclassified) Each holder will be paid cash equal to the full amount of 100%
its claim on,or as soon as practicable after,the later of the
Effective Date and the day on which such claim becomes
an allowed claim,unless(i)the holder and the Company,
Reorganized Cityscape or Reorgan ized CSC,as the case
may be,agree to other treatment,or(ii)an order of the
Bankruptcy Court provides for other terms.
N/A Priority Tax Claims(Unclassified) Each holder will receive,at the sole option of Reorganized 100%
Cityscape or Reorganized CSC,as the case may be,
(i)cash equal to the unpaid portion of such holder's claim,
or(ii)equal quarterly cash payments in an aggregate
amount equal to such claim,together with interest at a
fixed annual rate to be determined by the Bankruptcy
Court or otherwise agreed to by the holder and
Reorganized Cityscape or Reorganized CSC,as the case
may be,over a period through the sixth anniversary of the
date of assessment of such claim,or upon other terms
approved by the Bankruptcy Court.
Al Bank Claims(under the Greenwich Unimpaired Subject to Bankruptcy Court approval,each 100%
Facility and the CIT Facility) holder will be paid in full prior to the Effective Date with
the proceeds of debtor in possession financing facilities.
To the extent there are any allowed Bank Claims as of the
Effective Date,each holder of an allowed Bank Claim will
be paid in full in cash on the Effective Date.Class A 1 is
Unimpaired and,accordingly,was not entitled to vote on
the Plan.
A2a et Other Secured Claims(other than Unimpaired. Either(i)the claim will be left unaltered, 100%
seq. Secured Claims in Class Al) (ii)any default with respect thereto(other than a default of
a kind specified in Section 365(b)(2)of the Bankruptcy
Code)will be cured,the maturity thereof will be reinstated
and the holder thereof will be compensated for any
damages,or(iii)the claim will receive such other
treatment to which the holder consents. Class A2a et seq.
is Unimpaired and,accordingly,was not entitled to vote
on the Plan.
A3 Priority Claims(i.e.,those entitled to Unimpaired Each holder will receive cash equal to the 100%
priority under the Bankruptcy Code) amount of such claim,or such other treatment,as
determined by the Bankruptcy Court,required to render
such claim Unimpaired.Class A3 is Unimpaired and,
accordingly,was not entitled to vote on the Plan.
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Estimated
Class Description Treatment Recovery,
A4 Old Senior Note Claims Impaired Each holder will receive a pro rata portion of 46.5%
the New Senior Notes((e.,$250.00 of original principal
amount of New Senior Notes for each$1,000 of
principal amount of Old Senior Notes)and a pro rata
portion of 90.5%of the New Common Stock(i.e.,
38.4625 shares of New Common Stock for each$1,000
of principal amount of Old Senior Notes)to be issued by
Reorganized Cityscape.Class A4 is Impaired and,
accordingly, holders of such claims were entitled to vote
on the Plan. Class A4 voted to accept the Plan.
A5 General Unsecured Claims(other than the Unimpaired. Such claims will either not be altered under 100%
Unsecured Claims in Classes A4,A6,A7, the Plan or,at the option of the Company,receive such
A9,A I I,A 13 and A14) other treatment that will result in such claims being
deemed Unimpaired.Class A5 is Unimpaired and,
accordingly,was not entitled to vote on the Plan.
A6 Old Subordinated Debenture Claims Impaired Each holder will receive a pro rata portion of 9.4%
9.5%of the New Common Stock to be issued by
Reorganized Cityscape(i.e.,9.3446 shares of New
Common Stock for each$1,000 of principal amount of
Old Subordinated Debentures)and a pro rata portion of
the New 5%Warrants(i.e.,warrants to purchase 5.7861
shares of New Common Stock for each$1,000 of
principal amount of Old Subordinated Debentures);
provided,however,that no New 5%Warrants will be
distributed if Class A6 does not vote to accept the Plan.
Class A6 is Impaired and,accordingly,holders of such
claims were entitled to vote on the Plan. Class A6 voted
to accept the Plan;therefore,the New 5%Warrants will
be distributed to Class A6.
A7 Securities Claims' on Account of Old Impaired Holders will not receive or retain any interest 0%
Senior Notes or Old Subordinated or property under the Plan and are,therefore,deemed to
Debentures have rejected the Plan. Accordingly,Class A7 was not
entitled to vote on the Plan.The Company is not aware of
any Class A7 claims.
A8 Interests of Holders of Old Series A Impaired. Each holder will receive a pro rata portion of 4.8%
Preferred Stock approximately 10.3%of the New 10%Warrants(i.e.,
warrants to purchase approximately 20.76 shares of New
Common Stock for each$1,000 in liquidation preference);
provided,that Class A8 and classes senior to Class A8
vote to accept the Plan. Class A8 is Impaired and,
accordingly,was entitled to vote on the Plan. Class A8
"Securities Claim"means(a)any claim arising from rescission of a purchase or sale of Old Senior Notes,
Old Subordinated Debentures,Old Cityscape Common Stock,Old Series A Preferred Stock,Old Series B
Preferred Stock or warrants to purchase Old Cityscape Common Stock("Old Warrants")or for damages
arising from the purchase or sale of any of such securities(collectively,"Old Securities")or(b)any claim
for indemnity, reimbursement or contribution on account of any such claim.
6
Estimated
Class Description Treatment Recovery
voted to accept the Plan and classes senior to Class A8
voted to accept the Plan;therefore,approximately 10.3%
of the New 10%Warrantswill be distributed to Class A8.
A9 Securities Claims on Account of Old Impaired. Holders will not receive or retain any interest 0%
Series A Preferred Stock or property under the Plan and are,therefore,deemed to
have rejected the Plan. Accordingly,Class A9 was not
entitled to vote on the Plan.The Company is not aware of
any Class A9 claims.
A10 Interests of Holders of Old Series B Impaired Each holder will receive a pro rata portion of 4.8%`
Preferred Stock approximately 89.7%of the New 10%Warrants(i.e.,
warrants to purchase approximately 20.76 shares of New
Common Stock for each$1,000 in liquidation preference);
provided,that Class A I 0 and classes senior to Class A I 0
vote to accept the Plan.Class A10 is Impaired and,
accordingly,was entitled to vote on the Plan. Because
Class A 10 voted to reject the Plan,Class A10 will not
receive any distribution under the Plan.
All Securities Claims on Account of Old Impaired. Holders will not receive or retain any interest 0%
Series B Preferred Stock or property under the Plan and are,therefore,deemed to
have rejected the Plan. Accordingly,Class All was not
entitled to vote on the Plan.
Al2 Interests of Holders of Old Cityscape Impaired Holders will not receive or retain any interest 0%
Common Stock or property under the Plan and are,therefore,deemed to
have rejected the Plan. Accordingly,Class A 12 was not
entitled to vote on the Plan.
A l3 Interests of Holders of Old Stock Rights' Impaired Holders will not receive or retain any interest 0%
in Cityscape and all Claims Arising Out of or property under the Plan and are,therefore,deemed to
Such Old Stock Rights have rejected the Plan. Accordingly,Class A 13 was not
entitled to vote on the Plan.
Al4 Securities Claims on Account of Old Impaired. Holders will not receive or retain any interest 0%
Cityscape Common Stock and Old or property under the Plan and are,therefore,deemed to
Warrants have rejected the Plan. Accordingly,Class A 14 was not
entitled to vote on the Plan.
2 However,because Class A10 voted to reject the Plan,no distributions will be made to Class A10 and the
actual recovery for Class Al0 will be 0%.
3 "Old Stock Rights"means,collectively,Old Warrants, and any other rights or options to purchase or
otherwise acquire Old Securities, and any stock appreciation or similar rights relating to Old Securities,
existing prior to the Effective Date.
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CLAIMS AGAINST AND INTERESTS IN CSC
Estimated
Class Description Treatment Recovery
B Bank Claims(under the Greenwich Unimpaired. Subject to Bankruptcy Court approval,each 100%
Facility and the CIT Facility) holder will be paid in full prior to the Effective Date with
the proceeds of debtor in possession financing facilities.
To the extent there are any allowed Bank Claims as of the
Effective Date,each holder of an allowed Bank Claim will
be paid in full in cash on the Effective Date.Class B1 is
Unimpaired and,accordingly,was not entitled to vote on
the Plan.
B2a et Other Secured Claims(other than Secured Unimpaired. Either(i)the claim will be left unaltered,(ii) 100%
sea Claims in Class BI) any default with respect thereto(other than a default of a
kind specified in Section 365(6)(2)ofthe Bankruptcy
Code)will be cured,the maturity thereof will be reinstated
and the holder thereof will be compensated for any
damages,or(iii)the claim will receive such other
treatment to which the holder consents. Class B2a et seq.
is Unimpaired and,accordingly,was not entitled to vote
on the Plan.
B3 Priority Claims(i.e.,those entitled to Unimpaired. Each holder will receive cash equal to the 100%
priority under the Bankruptcy Code) amount of such claim,or such other treatment,as
determined by the Bankruptcy Court,required to render
such claim Unimpaired. Class B3 is Unimpaired and,
accordingly,was not entitled to vote on the Plan.
B4 Claims of Holders of Old Senior Notes Impaired. Each holder w ill receive a new guaranty by N/A
Based Upon CSC's Guarantee of Old Reorganized CSC of Reorganized Cityscape's obligations
Senior Notes under the New Senior Notes pursuant to the terms of the
indenture governing the New Senior Notes and any
related documents or agreements.Class B4 is Impaired
and,accordingly,was entitled to vote on the Plan. Class
B3 voted to accept the Plan.
B5 General Unsecured Claims(other than the Unimpaired. Such claims will either not be altered under 100%
Unsecured Claims in Classes B4 and B6) the Plan or,at the option of the Company,receive such
other treatment that will result in such claims being
deemed Unimpaired.Class B5 is Unimpaired and,
accordingly,was not entitled to vote on the Plan.
B6 Intercompany Claims(of Cityscape Unimpaired. Such claims will either not be altered under 100%
against CSC) the Plan or,at the option of Cityscape,receive such other
treatment that will result in such claims being deemed
Unimpaired.Class B6 is Unimpaired and,accordingly,
was not entitled to vote on the Plan.
B7 Cityscape's 100%Interest in CSC Unimpaired. Cityscape's rights will not be altered under 100%
the Plan.Class B7 is Unimpaired and,accordingly,was
not entitled to vote on the Plan.
8
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
x
In re: Chapter 11
CITYSCAPE FINANCIAL CORP., Case Nos. 98-B-22569 (ASH)
Tax I.D. No. 11-2994671, and and 98-B-22570 (ASH)
CITYSCAPE CORP., Jointly Administered
Tax I.D.No. 13-3430697,
•
Debtors.
x
NOTICE OF COMMENCEMENT OF CASES AND MEETING OF
CREDITORS AND EQUITY SECURITY HOLDERS
NOTICE IS HEREBY GIVEN, THAT:
1. COMMENCEMENT OF CASES. On October 6, 1998, Cityscape
Financial Corp ("Citiscape") and Cityscape Corp. ("CSC"), as debtors and debtors-in-
possession in the above-captioned chapter 11 cases (collectively, the "Debtors"), whose
principal place of business is 565 Taxter Road, Elmsford, New York 10523, filed petitions for
reorganization under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code")
with the Clerk of this Court. Pursuant to sections 1107(a) and 1108 of the Bankruptcy Code, the
Debtors are authorized to continue to operate their business and manage their properties as
debtors and debtors-in-possession. Pursuant to an order of this Court dated October 7, 1998, the
above-captioned cases are being jointly administered.
2. MEETING OF CREDITORS. A first meeting of the Debtors' creditors
pursuant to section 341(a) of the Bankruptcy Code (the "341 Meeting")will be held on
November 10, 1998, at 10:00 a.m. at the United States Courthouse, 300 Quarropas Street, White
Plains 10601-5008, Room 243A. You are invited to attend but need not do so; your rights will
not be prejudiced if you do not attend. The United States Trustee, as specified in Rule 9001(11)
of the Federal Rules of Bankruptcy Procedure (the `Bankruptcy Rules"), will convene and
preside at the 341 Meeting. The Debtors, as specified in Bankruptcy Rule 9001(5), will appear at
the 341 Meeting. Creditors may examine the Debtors and transact such other business as may
properly come before such meeting. The 341 Meeting may be continued or adjourned from time
to time by an announcement at the 341 Meeting without further written notice to creditors or
other parties in interest.
3. CREDITORS MAY NOT TAKE CERTAIN ACTIONS. As a result of
the commencement of the Debtors' chapter 11 cases, all acts and proceedings, among other
things, to collect, assess or recover a claim; to enforce a judgment; to obtain possession of
property of the Debtors' estates or property from the estates or exercise control over property of
the estates; or to create, perfect or enforce a lien against the Debtors or the Debtors' property
have been, and continue to be, stayed pursuant to section 362(a) of the Bankruptcy Code.
Common examples of prohibited actions by creditors are contacting a debtor to demand
repayment, terminating a contract with a debtor, taking action against a debtor to collect money
owed to creditors, or taking property of a debtor. If unauthorized actions are taken by a creditor
against a debtor, the Court may penalize that creditor. A creditor who is considering taking
action against a debtor or the property of a debtor should review section 362 of the Bankruptcy
Code and may wish to seek legal advice. The staff of the Clerk of the Bankruptcy Court is not
permitted to give legal advice.
4. PROOFS OF CLAIM. Pursuant to Bankruptcy Rule 1007(a), the
Debtors have filed with their voluntary petitions lists containing the name and address of each of
their creditors and containing the names and addresses of individuals and entities with whom the
Debtors have done business in 1997 and 1998 but to whom the Debtors do not believe they are
indebted. (The list does not include the Debtors' employees.) The list is available for inspection
at the United States Courthouse, 300 Quarropas Street, 2nd Floor, White Plains,New York
10601-5008, and at the offices of the Debtors' counsel, Latham & Watkins, 885 Third Avenue,
Suite 1000, New York, New York 10022. Not all creditors will be required to file proofs of
claims with the Court. A separate notice specifying the types of claims for which proofs of claim
are required to be filed and setting forth the last day for any holder thereof to file a proof of claim
and the place to file a proof of claim, either in person or by mail, will be served and published.
2
91a"3
5. PLAN OF REORGANIZATION. Chapter 11 of the Bankruptcy Code
enables a debtor to reorganize pursuant to the terms of a plan of reorganization. A plan of
reorganization is not effective unless approved by the Court at a confirmation hearing.
Simultaneously with commencing their chapter 11 cases, the Debtors filed a joint plan of
reorganization. Notice of the hearing for the Court to consider confirmation of such plan is being
served and published simultaneously herewith. In the event that either of the chapter 11 cases is
dismissed or converted to another chapter of the Bankruptcy Code, notice concerning any such
dismissal or conversion will be sent to creditors and interest holders. Each of the Debtors will
remain in possession of its property and will continue to operate its business unless a trustee is
appointed.
Dated: White Plains, New York
October 7, 1998
\s\ Cecelia G. Morris
Clerk of the Bankruptcy Court
United States Courthouse
300 Quarropas Street, 2nd Floor
White Plains, New York 10601-5008
LATHAM & WATKINS
Robert J. Rosenberg (RJR 9585)
A. Brent Truitt (ABT 3799)
Rachael Fink (RF 3321)
885 Third Avenue, Suite 1000
New York, New York 10022
(212) 906-1200
Counsel for Debtors
and Debtors-in-Possession
3
98 "3
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
300 QUARROPAS STREET
WHITE PLAINS,NY 10601-5085
NOTICE OF ELECTRONIC FILING PROCEDURE
Case Name: Cityscape Financial Corp. and Cityscape Corp.
Case Numbers: 98-22569(ASH) and 98-22570(ASH) Date Filed: October 6, 1998
Effective October 6, 1998, this case will be docketed exclusively on the Court's Electronic Case Filing
System. The system can be accessed via the Internet utilizing an attorney password. In compliance with
Federal Rules of Civil Procedure Rule 11 and in accordance with Local Bankruptcy Rule 9011-1, the
attorney's password shall constitute the signature of the attorney; therefore, security of a password issued
to an attorney is the responsibility of that attorney. An original signed copy of the filing shall be
maintained in the attorney's files. A chamber's copy of all filed documents is required and all parties
with legal representation must file documents in accordance with the following:
1. The requirements for filing, viewing and retrieving case documents are: A personal computer
running a standard platform such as Windows, Windows95 or Macintosh; an Internet provider,
Netscape Navigator software version 3.0 or higher and Adobe Exchange software to convert
documents from a word processor format to a portable document format (PDF). The URL
address is www.nysb.uscourts.gov and a password is needed to access this system. If you are
unable to comply with this requirement, then
2. You must submit documents on a diskette using PDF format. The Adobe software will provide
this format. Further instruction may be found in the Adobe's manual. Use a separate diskette for
each filing. Submit the diskette in an envelope with the case name, case number, type and title of
document, and the file name on the outside of the envelope. If you are unable to comply with
this requirement, or requirement number 1, then
3. You must submit your documents on a diskette using one of the following formats: Word,
Wordperfect, or DOS text (ASCII). If you are unable to comply with this requirement, or
requirements 1 or 2, then
4. You must submit an affidavit of your inability to file in either of the above formats. You may
then file conventionally on unstapled, unbound, single-sided paper. Include your affidavit with
your filing.
* DO NOT SUBMIT CLAIMS THROUGH THE COURT'S ELECTRONIC FILING SYSTEM AT
THIS TIME.
For technical assistance, call (212) 668-2870 ext. 3522, for procedural assistance call ext. 3920 and to
schedule training, call ext. 3580, Monday -Friday, 8:30 a.m. - 5:00 p.m. EST.
Dated: October 9, 1998 Cecelia G. Morris, Clerk of Court
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