8-K 1 dboc8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 29, 2003 DBOC, LLC ----------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 333-58223 41-1905675 ----------------------------------------------------------------------------- (State or other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 2 North Charles Street, Suite 400, Baltimore, Maryland 21201 ----------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (410) 454-6830 ------------------ Diamond Brands Operating Corp. 1800 Cloquet Avenue Cloquet, Minnesota 55720 ----------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 3. Bankruptcy or Receivership Confirmation and Effective Date of Plan of Reorganization As previously reported, DBOC, LLC (formerly known as Diamond Brands Operating Corp.) (the "Company"), DIBRA, Inc. (formerly known as Diamond Brands Incorporated) ("DBI"), the holding company for the Company, and certain of their direct and indirect subsidiaries (collectively, the "Debtors") filed voluntary petitions seeking protection under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware on May 22, 2001 (the "Court"), Case No. 01-1825 (Jointly Administered). On December 13, 2002, the Court entered an order approving the Disclosure Statement with respect to Joint Plan of Reorganization of Diamond Brands Operating Corp. and its Debtor Affiliates Proposed by the Debtors and Jarden Corporation, dated December 13, 2002 (the "Disclosure Statement"). A copy of the Disclosure Statement, excluding appendices and exhibits, is attached as Exhibit 99.1 hereto and is hereby incorporated by reference. A copy of the Joint Plan of Reorganization of Diamond Brands Operating Corp. and its Debtor Affiliates Proposed by the Debtors and Jarden Corporation, dated December 13, 2002 (the "Original Plan"), excluding appendices and exhibits, which Original Plan was attached as Appendix A to the Disclosure Statement, is attached as Exhibit 99.2 hereto and is hereby incorporated by reference. A copy of the Asset Purchase Agreement, dated November 27, 2002 (the "Asset Purchase Agreement"), among the Debtors and Jarden Corporation ("Jarden"), excluding schedules and exhibits, which Asset Purchase Agreement was attached as Exhibit 1 to the Original Plan, is attached as Exhibit 99.3 hereto and is hereby incorporated by reference. On January 29, 2003, the Court entered an order approving certain modifications to the Original Plan (as so modified, the "Plan") and confirming the Plan (the "Confirmation Order"). A copy of the Confirmation Order, excluding appendices and exhibits, is attached as Exhibit 99.4 hereto and is hereby incorporated by reference. A copy of the modifications approved by the Confirmation Order, which were attached as Exhibit B to the Confirmation Order, is attached as Exhibit 99.5 hereto and is hereby incorporated by reference. In accordance with the Plan, the Debtors solicited votes on the Plan between December 19, 2002 and January 22, 2003. All voting classes voted overwhelmingly to accept the Plan. The only objection to confirmation of the Plan, filed by the United States of America, was withdrawn pursuant to a stipulation approved by the Court. On February 7, 2003, the Debtors consummated the sale of substantially all of their assets to Jarden Corporation in accordance with, and pursuant to, the Asset Purchase Agreement and the Plan. The Effective Date of the Plan was February 7, 2003. Summary of the Plan The following is a summary of the material features of the Plan. This summary of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan, the Disclosure Statement and the Confirmation Order. Capitalized terms used and not defined herein have the meanings given them in the Plan. The Plan provides for a sale of substantially all of the Debtors' assets to Jarden, for cash and, potentially, a distribution of freely tradeable Jarden common stock (the "Sale"). The Plan provides for the distribution of the proceeds of the Sale to creditors and the subsequent winding up of the Debtors' corporate affairs. The Plan provides for the substantive consolidation of the DBOC Debtors, but does not provide for the substantive consolidation of DBI and the DBOC Debtors for any reason. Instead, the Plan is comprised of separate plans for DBI and the DBOC Debtors, respectively. Accordingly, the Plan contains separate classes for the prepetition creditors and interest holders of DBI and the DBOC Debtors, respectively. Under the Plan, certain Claims against the Debtors, including DIP Facility Claims, Administrative Claims and Priority Tax Claims, are unclassified and will be paid in full to the extent they become Allowed Claims. All other Claims and Interests against DBI are classified in Classes H-1 through H-4. All other Claims and Interests against the DBOC Debtors are classified in Classes O-1 through O-4. The following table provides a summary of the classification and treatment of such Claims and Interests against DBI and the DBOC Debtors. Classification of DBI Claims and Interests ------------------------------------------ ------------------------------------------------------------------------------- Class Treatment under Plan ------------------------------------------------------------------------------- Class H-1: Secured On, or as soon as reasonably practicable Claims against DBI after, the latest of (i) the Distribution Date, (ii) the date such Claim becomes an Allowed Class H-1 Claim, or (iii) the date such Class H-1 Claim becomes payable pursuant to any agreement between DBI and the holder of such Class H-1 Claim, each holder of an Allowed Class H-1 Claim shall receive, in full satisfaction, settlement, release, and discharge of and in exchange for such Allowed Class H-1 Claim (x) Cash equal to the unpaid portion of such Allowed Class H-1 Claim or (y) such other treatment as to which DBI and such holder shall have agreed upon in writing. ------------------------------------------------------------------------------- Class H-2: Other Priority On, or as soon as reasonably practicable Claims against DBI after, the latest of (i) the Distribution Date, (ii) the date such Claim becomes an Allowed Class H-2 Claim, or (iii) the date such Class H-2 Claim becomes payable pursuant to any agreement between DBI and the holder of such Class H-2 Claim, each holder of an Allowed Class H-2 Claim shall receive, in full satisfaction, settlement, release, and discharge of and in exchange for such Allowed Class H-2 Claim (x) Cash equal to the unpaid portion of such Allowed Class H-2 Claim or (y) such other treatment as to which DBI and such holder shall have agreed upon in writing. ------------------------------------------------------------------------------- Class H-3: General On or as soon as reasonably practicable Unsecured Claims after the Distribution Date, each holder of Agaist DBI an Allowed Class H-3 Claim shall receive, in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class H-3 Claim, its Pro Rata share of 100% of the DBI Recovery Pool received by the DBI Estate pursuant to Section 2.4 of the Plan. ------------------------------------------------------------------------------- Class H-4: DBI Interests Under the Plan, the holders of such Claims and Subordinated Claims or Interests shall not receive or retain against DBI any property on account of such Claim or Interests. On the Effective Date, all of the DBI Interests shall be deemed cancelled and extinguished. ------------------------------------------------------------------------------- Classification of DBOC Debtors' Claims and Interests ---------------------------------------------------- ------------------------------------------------------------------------------ Class O-1: Secured On, or as soon as reasonably practicable Claims against the after, the latest of (i) the Distribution DBOC Debtors Date, (ii) the date such Claim becomes an Allowed Class O-1 Claim, or (iii) the date such Class O-1 Claim becomes payable pursuant to any agreement between a DBOC Debtor and the holder of such Class O-1 Claim, each holder of an Allowed Class O-1 Claim shall receive, in full satisfaction, settlement, release, and discharge of and in exchange for such Allowed Class O-1 Claim (x) Cash equal to the unpaid portion of such Allowed Class O-1 Claim or (y) such other treatment as to which a DBOC Debtor and such holder shall have agreed upon in writing. ------------------------------------------------------------------------------ Class O-2: Other Priority On, or as soon as reasonably practicable Claims against the after, the latest of (i) the Distribution DBOC Debtors Date, (ii) the date such Claim becomes an Allowed Class O-2 Claim, or (iii) the date such Class O-2 Claim becomes payable pursuant to any agreement between a DBOC Debtor and the holder of such Class O-2 Claim, each holder of an Allowed Class O-2 Claim shall receive, in full satisfaction, settlement, release, and discharge of and in exchange for such Allowed Class O-2 Claim (x) Cash equal to the unpaid portion of such Allowed Class O-2 Claim or (y) such other treatment as to which a DBOC Debtor and such holder shall have agreed upon in writing. ------------------------------------------------------------------------------ Class O-3: General On or as soon as reasonably practicable Unsecured Claims after the Distribution Date, each holder of against the an Allowed Class O-3 Claim shall receive, DBOC Debtors in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class O-3 Claim, its Pro Rata share of 100% of the DBOC Unsecured Creditor Distribution Pool. ------------------------------------------------------------------------------- Class O-4: DBOC Under the Plan, the holders of such Claims Interests or Interests shall receive the DBI Recovery Pool, which shall be distributed to the DBI Estate on account of such Interests. After such distribution to the DBI estate, all of the DBOC Interests shall be deemed cancelled or extinguished. ------------------------------------------------------------------------------- All equity interests in the Company, including the interests of the holders of the Company's common interests (the "Common Interests"), are included in Class O-4. Under the Plan, after the distribution of the DBI Recovery Pool to the DBI Estate, all of the DBOC Interests, including the Common Interests, shall be deemed cancelled or extinguished. As of the date hereof, DBI owned all of the issued and outstanding Common Interests, which consisted of one (1) Common Interest. No other equity interests of the Company are issued and outstanding as of the date hereof. On the Effective Date of the Plan, the Old Securities, the Old Indentures, and any other note, bond, indenture, or other instrument or document evidencing or creating any indebtedness or obligation of a Debtor, including the 10 1/8% Senior Subordinated Notes due 2008 issued by the Company, were automatically canceled and discharged; provided, however, that the Old Indentures and Old Notes shall continue in effect solely for the purposes of (i) allowing the holders of Claims in Classes H-3 and O-3 to receive their distributions under the Plan, (ii) allowing the Indenture Trustees to make the distributions to be made on account of the Old Note Claims and (iii) permitting the Indenture Trustees to assert the Charging Lien against such distributions for payment of the Indenture Trustee Fees. Financial Information On December 18, 2002, the Debtors filed a Monthly Operating Report with the Court for the period November 1, 2002 through November 30, 2002, the last period for which such financial information is available. The balance sheets of the Debtors included within such Monthly Operating Report, which include information regarding the assets and liabilities of the Debtors as of November 30, 2002, the date as close as practicable to the date of the Confirmation order, are attached as Exhibit 99.6 hereto and are hereby incorporated by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits Exhibit No. Description ----------- ----------- 99.1 Disclosure Statement with respect to Joint Plan of Reorganization of Diamond Brands Operating Corp. and its Debtor Affiliates Proposed by the Debtors and Jarden Corporation, dated December 13, 2002. 99.2 Joint Plan of Reorganization of Diamond Brands Operating Corp. and its Debtor Affiliates Proposed by the Debtors and Jarden Corporation, dated December 13, 2002. 99.3 Asset Purchase Agreement, dated November 27, 2002 (the "Asset Purchase Agreement"), among the Debtors and Jarden Corporation. 99.4 Findings of Fact, Conclusions of Law and Order Confirming Joint Plan of Reorganization of Diamond Brands Operating Corp. and its Debtor Affiliates Proposed by the Debtors and Jarden Corporation, dated January 29, 2002. 99.5 Technical Modifications to Joint Plan of Reorganization, dated January 29, 2002. 99.6 Balance Sheets included within November Monthly Operating Report, filed with the Court on December 18, 2002. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DIBRA, INC. By: /s/ Charles R. Goldstein ------------------------------ Name: Charles R. Goldstein Title: President Dated: February 13, 2003