Document GzXZ7z68k2MDQLNdn8X40xZ4m

IN TUB UNITED STATES DISTRICT COURT BOR THE SOUTHERN DISTRICT OF NBf YORK < m. tm :m j; ' `f J . In tbs Matter of ;a 2 In Proceedings for d u mq n t -a Ir p IANE c. KARINE INSTRUMENTS, i.- ' % .'the Reorganisation INC. and l e j o h n ma k u f a c t u r x n q COMPANY, of a Corporation ' ' JV potiii-:.;. Z : . Debtors. No. 93620 . c. ORDER APPRCWXN8 COMPROMISE OP CLAIM OP. THE GUDPEN COMPANY. c. ' At New York, Mew York, in said district, on the , T > ^"day of November, 1959* ' -'--v. ' . v ! ` : - '' -. ' ; . . ' r v v , v, T : ' The petition of Charles R. Bsrgoffea, X*q., of Davits, Moore and Trubln, Xaqo., attorneys .for the Trustee of the above named Debtors, for approval of a proposed compromise of tho claim of The Glldden Company against Dumont-Airplane & . ,, < * t ; * t ,. - Marine instruments, Inc., Debtor, having been heard on the 9th day of November, 1959, and notice of aid hearing having been given as prescribed by this Court in its order dated the 6th day of November, 1959, and as prescribed'by law, and after hearing Charles R. Bergoffen, Esq., Harris levin. Esq., of Devin & weintraub. Esq., attorneys for The alldden Company, and Irving Schneider, Esq., attorney for the Creditors Committee, all in favor of said petition, Eduard X. Kennedy, Esq., of stickles, Hayden, Young a Kennedy, Esq*., attorneys for said Debtor, and Herbert Wolf#, Esq., attorney for the Securities & Exchange Commission, appearing and not objecting and no one of i*j tl . "f GLD37934 It appearing In opposition thereto, WOW, upon said petition, verified the 5th day of ... - , *' " **1;* *. v*.* T'* ;^ Hovanber, 1939. and all the proceedings had before ne at the said hearing and at prior hearings on the 2nd and 4th days of I::-- - ' { - - - ' November, 1959 Which are described in said petition, and due deliberation having been had thereon, and it appearing to be in the best Interests of .said-Debtor fcoso ooeprostise the clslM of She Clidden Company, ;It isj;. Ail v?.* s? pr-cr*-^ *.n - I'.-;..../-, ...: . ... , o r d er ed that ths Trustee and his attorneys acting on behalf of The Euston lead Company, Inc., a Wholly owned sub- sldiary of the Debtor, be and they hereby are authorised and directed to enter into the annexed Stipulation of Agreement, / which Is hereby approvedi and It Is further ORDERED that the Trustee and hie attorneys be'and they hereby ax# ..authorised and directed to -carry out all of the terns of said Stipulation of Agreement, i\ r.tv.s.iiv 'v.ic--'. *' > i 0. Y/i: '* r.V-LCS P- t. rn-S w D.S.D.J. :>' th-'i tj?f '' T.'Yt f C'';It *i.JVyr * ' C-" -i C->vC t-v*. `A t'-V'ii-.-1 - ' r/lK jt^\ \ * - . - . -: ' \ !*.; *1 \ ti i' * :v,.\ ' V * *r . A 1M COPY jieiiiBft A. CbzrlsoB. Clerk 1 ' jiJ-l-i In tVi a - K*.' iliV.ftCt : .; `A- Deputy Disk ?it 3 ^v-.vi-n i.r f-i'.'!1 V'.-Vt i.iT-W _i__ iv of . \ i GLD37935 * V ! Stipulation of Agreement Stipulation of Agreement made this day of December, 1959, by and among George 8. Ives, as Trustee for Dumont-Airplane & Marine instruments, Inc. ("Dumont") and The Bus ton Lead Company/ Inc., a wholly owned subsidiary of Dumont ("Buston") and The Glidden Company ("Glidden"). WHEREAS a petition for the reorganisation of Dumont - - ' under Chapter X of the Bankruptcy Act was approved in the United States District Court for the Southern District of New York and George s. Ives appointed Trustee, and WHEREAS Glidden filed a claim against Dumont, in said proceedings in the amount of $110,146.64, and WHEREAS a petition was submitted on behalf of the Trustee for approval of a proposed compromise of said claim and said petition having been granted after hearing, It is mutually agreed as followst 1. The Trustee and Buston shall transfer to Glidden whatever right, title and interest they have in and to: (a) the real property, consisting of land and buildings, located at 500 Penn Avenue, Scranton, Pennsylvania; and (b) the personal property, consisting of machinery; furniture and fixtures, contained in the aforesaid premises at the date hereof, (said real and personal property being hereinafter referred to as GLD37936 ff Scranton property"). The Trustee and Bu b ton shall execute any and all documents requested by Glidden necessary to consummate said transfer. - 2. Except to the extent of Glidden'a claim set forth below, the Trustee and Euaton on the one hand and Glidden on the other shall mutually release each other from any and all claims against each other and the Trustee, Dumont and Euaton ahall have no liability arising out of the alleged sale on June 9, 1958 of the Scranton property by Glidden to Dumont and Euston, including without limitation any liability arising from the purchase money mortgage issued by Euston in connection with said aale and the obligation which the same was given to secure. 3. Glidden's claim against Dumont shall be computed by deducting from $110,146.64 the follcwingt (a) The sum of $3,991.52 on deposit with the Morgan Guaranty Trust Company of Mew York in the name of Euston, which sum shall bs paid to Glidden at the time of the exchange of said releases. (b) The net sales price resulting from the sale by Glidden of the Scranton property in a bona fide arms-length transaction. As used herein "net sales price" refers to the gross saleB price, less ampunts . (not to exceed $5,000 plus 5% of such gross sales price) paid to and for auctioneers and brokers. In the event that Glidden does not sell any of the Scranton { property prior to entry of an order confirming a plan ^ , i -2- GLD37937 I...~ ' of reorganization for Dumont or before April 1, 1960, whichever should first occur, $35, 000 shall be deducted from Glidden's claim as computed in lieu of a deduction of the net sales price from a sale of such land and buildings, and $15,000 shall be deducted from Glidden's claim in lieu of the deduction of the net sales price from a sale of such machinery, furniture and fixtures. If only part of either the land and buildings or the machinery, furniture and fixtures is sold prior to such date, there shall be deducted from Glidden's claim the \ sum of (1) the net sales price of such sale, and (2) that portion of such $35,000 or $15,000, as may be allocable to the unsold portion on the basis of com* parison of the fair market values of the portion sold and the portion unsold. Should the parties fail to agree on an allocation, they shall appoint, upon order of the court, an appraiser whose decision shall be final; should the parties fail to pgree on an appraiser, i the Court shall independently appoint such appraiser. Any fee payable to an appraiser shall be shared equally by the Trustee and Glldden. 4. Glidden's claim as computed in paragraph 3 shall be classified separate and apart from all other general unsecured creditors and shall participate in any plan of reorganization only to the extent provided for herein: ' (a) Glidden'shall not participate in any distribu tion to general unsecured creditors other than a dis- - 3- CLD3 7938 tribution of cash and/or bonds, debentures, notes or other evidences of indebtedness l"debt securities") or securities convertible within two years from date of issue at the option of the holder into cash or debt securities ("convertible securities"). (b) Glidden shall not participate in any distribu tion unless and until the participation of general un secured creditors in cash and/or debt securities and/or convertible securities exceeds 50 percent of their ; allowed claim. (c) When general unsecured creditors become entitled to more than 50 percent of their allowed claims in cash and/or debt securities and/or convertible securities then Glidden shall participate on a pro rata basis in such excess distribution with general unsecured creditors; the intent being that the extent of Glidden's participa tion shall be 50 percentage points less than the extent of participation of general unsecured claims payable in cash and/or debt securities and/or convertible securities, and in no event shall Glidden be entitled to more than 50 percent of its claim as computed above; any balance remaining after the distribution on Glidden's claim as herein provided shall be deemed disallowed. (d) In the event general unsecured creditors are entitled to choose between alternatives, Glidden shall * likewise be entitled to choose, but such choice shall be limited to an alternative which provides for general unsecured creditors to receive more than 50 percent of - 4- GLD37939 t ------------------------~~-- ----------------------------------------------------------r i their allowed claims in cash and/or debt securities and/or convertible securities; Glldden shall then have' only such rights as it vould have, had such alternative been the only participation afforded general unsecured creditors. (e) Glidden shall not be permitted to vote on any plan of reorganization or to propose or urge a plan of reorganization or to object to any plan of reorganiza tion for any reason whatever and Glidden by accepting the compromise herein specifically agrees to waive and does waive such rights, provided, however, that Glidden may object to any plan of reorganization that does not give full satisfaction and recognition to Glidden's limited right of participation in the distribution to general unsecured creditors, as provided herein. (f) For the purpoBeB of this paragraph, debt securities shall be valued at face amount. Convertible securities, if there be no face or par amount, shall be valued at the cash amount or face amount of the debt securities into which they are convertible as at the earliest conversion date. 5. In the event the reorganization proceeding herein is dismissed and it is directed that bankruptcy be proceeded with, this agreement shall be valid and enforceable in such bankruptcy proceedings. in the event the reorganization proceeding herein i is dismissed without such a direction, this agreement shall be - 5- GLD37940 GLD37941