IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF ARIZONA
HI-RISE RECYCLING SYSTEMS, INC., et al.,
Case Nos. 02-06032 through 02-06042-PHX-RJH
NOTICE OF (i) INTENT TO SELL SUBSTANTIALLY ALL THE ASSETS OF HI-RISE RECYCLING SYSTEMS, INC; and ITS RELATED DEBTORS (ii) BIDDING PROCEDURES; (iii) AUCTION DATE; and (iv) SALE HEARING TO ALL CREDITORS AND OTHER PARTIES IN INTEREST:
PLEASE TAKE NOTICE that pursuant to an Order of the United States Bank-ruptcy Court for the District of Arizona (the "Bankruptcy Court"), dated May 1, 2002 (the "Order"), an Auction will be held before The Honorable Randolph J. Haines, United States Bankruptcy Judge, on May 30, 2002 at 10:00 a.m. (Arizona Time) in the Bank-ruptcy Court, 2929 North Central Avenue, Phoenix, Arizona 85012 for Hi-Rise Recycling Systems, Inc. and its related debtors, in the above captioned cases (together, the "Debt-ors"), pursuant to sections 105, 363 and 365 of Chapter 11 of title 11, United States Code, 11 U.S.C. § 101 et seq. (the "Bankruptcy Code") and Federal Rules of Bankruptcy Proce-dure 6004 and 6006. The Debtors are seeking, among other things in its Motion dated April 24, 2002 (the "Sale Motion"), entry of an order authorizing and approving the terms of the sale of the Debtors' Solid Waste Division (the "Collective Assets"). The Solid Wastes Division designs, manufactures and markets a wide variety of waste containers, compactors, balers, container hoists and other related products. The Debtors seek to sell the Solid Waste Division to HRS Acquisition Company, LLC ("HRS") (the "Purchaser") pursuant to and in accordance with the terms of a certain Amended and Restated Asset Purchase Agreement, dated as of April 24, 2002 (the "APA"), by and among the Debtors and the Purchaser for a purchase price equal to $33.1 million payable in cash plus the assumption of certain ordinary course post-petition liabilities.
PLEASE TAKE FURTHER NOTICE that the Sale Motion, the APA and the Order may be examined in the offices of the Clerk of the Bankruptcy Court during regular business hours, or obtained from the undersigned counsel for the Debtors; provided that certain confidential schedules to the APA may not be available for examination in the Clerk’s office or obtainable from counsel to the Debtors.
PLEASE TAKE FURTHER NOTICE that the Debtors are accepting competing bids for the sale and assignment of the Collective Assets pursuant to APA. Such initial bids (the "Bids") must be in writing, must comply with the terms of the Bidding Proce-dures (the "Bidding Procedures") and must be submitted on or before three (3) days prior to the date of the Final Sale Hearing, by delivering the complete written-competing- offer to the Debtors that is at least $500,000 higher than the purchase price as set forth in the APA at Hi-Rise Recycling Systems, Inc., 8505 NW 74 Street, Miami, FL 33166, atten-tion: Ronald Miller; counsel to the Debtors at Greenberg Traurig, P.A., 2375 E. Camel-back Road, Suite 700, Phoenix, AZ 85016, attention: Michael T. Reynolds, Esq. (includ-ing the Deposit); counsel to General Electric Capital Corporation ("GECC") at Weil Got-shall, 701 Brickell Avenue, Miami, Florida 33131, attention: Oscar Cantu, Esq.; counsel for Purchaser at Winston & Strawn, 35 W. Wacker Drive, Chicago, Illinois 60601-9703, attention: Daniel McGuire, Esq.; Lewis and Roca, LLP, at 40 North Central Avenue, Phoenix, Arizona 85004, attention: Susan M. Freeman; and filing a copy of the Compet-ing Bid with the Clerk of the Bankruptcy Court, 2929 North Central Avenue, Phoenix, Arizona 85012. A complete copy of the Bidding Procedures may be obtained from the Bankruptcy Court.
PLEASE TAKE FURTHER NOTICE that if the Debtors receive a Competing Bid (as defined in the Sale Motion), the Debtors will conduct an auction (the "Auction") at the Bankruptcy Court, Courtroom 3, 2929 North Central Avenue, Phoenix, Arizona 85012, on May 30, 2002, beginning at 10:00 a.m. (Arizona Time). The terms of bidding at the Auction are set forth in the Sale Order and Bidding Procedures Order.