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EXHIBIT 2.3
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FORM X0 XXXXXX XXXXXX BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS VOLUNTARY PETITION
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Name of Debtor (If individual, enter Last, First, Middle): Name of Joint Debtor (Spouse) (Last, First, Middle):
FPS III, Inc.
a Delaware Corporation
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All Other Names Used by the Debtor in the last 6 years All Other Names Used by the Joint Debtor in the last 6 years
(include married, maiden, and trade names): (include married, maiden, and trade names):
NONE
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Soc. Sec./Tax I.D. No. (if more than one, state all): Soc. Sec./Tax I.D. No. (if more than one, state all):
00-000-0000
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Xxxxxx Xxxxxxx xx Xxxxxx (Xx. & Xxxxxx, Xxxx, Xxxxx & Zip Code): Xxxxxx Xxxxxxx xx Xxxxx Xxxxxx (Xx. & Xxxxxx, Xxxx, Xxxxx
600 Xxxxxx, Suite 7500 & Zip Code):
Xxxxxxx XX 00000
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County of Residence or of the County of Residence or of the
Principal Place of Business: Xxxxxx Principal Place of Business:
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Mailing Address of Debtor (if different from street address): Mailing Address of Joint Debtor (if different from street
SAME address):
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Location of Principal Assets of Business Debtor
(if different from street address above): SAME 99-22402-C-11
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INFORMATION REGARDING THE DEBTOR (CHECK THE APPLICABLE BOXES)
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VENUE (Check any applicable box)
[X] Debtor has been domiciled or has had a residence, principal place of business, or principal assets in the District for 180 days
immediately preceding the date of this petition or for a longer part of such 180 days than in any other District.
[ ] There is a bankruptcy case concerning the debtor's affiliate, general partner, or partnership pending in this District.
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TYPE OF DEBTOR (Check all boxes that apply) CHAPTER OR SECTION OF THE BANKRUPTCY CODE UNDER WHICH
THE PETITION IS FILED (Check one box)
[ ] Individual(s) [ ] Railroad
[X] Corporation [ ] Stockbroker [ ] Chapter 7 [X] Chapter 11 [ ] Chapter 13
[ ] Partnership [ ] Commodity Broker [ ] Chapter 9 [ ] Chapter 12
[] Other [ ] Sec.304 - Case ancillary to foreign proceeding
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NATURE OF DEBTS (Check one box) FILING FEE (Check one box)
[ ] Consumer/Non-Business [X} Business [X] Full Filing Fee attached
-------------------------------------------------------------------- [ ] Filing Fee to be paid in installments (Applicable to
CHAPTER 11 SMALL BUSINESS (Check all boxes that apply) individuals only)
Must attach signed application for the court's
[ ] Debtor is a small business as defined in 11 U.S.C. Section 101 consideration certifying that the debtor is unable to
[ ] Debtor is and elects to be considered a small business under pay fee except in installments.
11 U.S.C. Section 1121(e) (Optional) Rule 1006(b). See Official Form No. 3.
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STATISTICAL/ADMINISTRATIVE INFORMATION (Estimates only) See Attachement 1 THIS SPACE IS FOR COURT USE ONLY
[X] Debtor estimates that funds will be available for distribution to unsecured creditors.
[ ] Debtor estimates that, after any exempt property is excluded and administrative expenses UNITED STATES
paid, there will be no funds available for distribution to unsecured creditors. BANKRUPTCY COURT
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1-15 16-49 00-00 000-000 200-999 1000-over
Estimated Number of Creditors [X] [ ] [ ] [ ] [ ] [ ] AUG 09 1999
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Estimated Assets See Attachment 1
$ 0 to $50,001 to $100,001 to $500,001 to $1,000,001 to $10,000,001 to $50,000,001 to More than
$50,000 $100,000 $500,000 $1 million $10 million $50 million $100 million $100 million
[ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
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Estimated Debts
$ 0 to $50,001 to $100,001 to $500,001 to $1,000,001 to $10,000,001 to $50,000,001 to More than
$50,000 $100,000 $500,000 $1 million $10 million $50 million $100 million $100 million
[ ] [ ] [ ] [ ] [ ] [ ] [X] [ ]
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VOLUNTARY PETITION Name of Debtor(s): FORM B1, PAGE 2
(This page must be completed and filed in every case) FPS III, Inc.,
a Delaware Corporation
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PRIOR BANKRUPTCY CASE FILED WITHIN LAST 6 YEARS (IF MORE THAN ONE ATTACH ADDITIONAL SHEET)
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Location Where Filed: Case Number: Date Filed:
NONE
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PENDING BANKRUPTCY CASES FILED BY ANY SPOUSE, PARTNER OR AFFILIATE OF THE DEBTOR [ILLEGIBLE]
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Name of Debtor: Case Number: Date Filed:
NONE
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District: Relationship: Judge:
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SIGNATURES
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SIGNATURE(S) OF DEBTOR(S) (INDIVIDUAL/JOINT) SIGNATURE OF DEBTOR (CORPORATION/PARTNERSHIP)
I declare under penalty of perjury that the information I declare under penalty of perjury that the information
provided in this petition is true and correct. provided in this petition is true and correct, and that I have
[If petitioner is an individual whose debts are primarily been authorized to file this petition on behalf of the debtor.
consumer debts and has chosen to file under chapter 7] I am
aware that I may proceed under chapter 7, 11, 12, or 13 of
title 11, United States Code, understand the relief
available under each such chapter, and choose to proceed
under chapter 7. I request relief in accordance with the
chapter of title 11, United States Code, specified in
this petition.
X X /s/ XXXXXX X. XXXXXXX
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Signature of Debtor Signature of Authorized Individual
X Xxxxxx Xxxxxxx
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Signature of Joint Debtor Printed Name of Authorized Individual
Officer
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Telephone Number (if not represented by attorney) Title of Authorized Individual
8/9/1999
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Date Date
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SIGNATURE OF ATTORNEY SIGNATURE OF NON-ATTORNEY PETITION PREPARER
X /s/ XXX XXXXX I certify that I am a bankruptcy petition preparer as defined
------------------------------------------------------------ in II U.S.C. Section 110, that I prepared this document for
Signature of Attorney for Debtor(s) compensation, and that I have provided the debtor with a copy
of this document.
Xxx X. Xxxxx
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Printed Name of Attorney for Debtor(s)
Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P.
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Firm Name Printed Name of Bankruptcy Petition Preparer
000 Xxxxxxxxx, Xxxxx 0000
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Address Social Security Number
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Xxxxxxx
Xxxxxxx XX 00000
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(000) 000-0000 8/9/1999
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Telephone Number Date
------------------------------------------------------------- Names and Social Security numbers of all other individuals
EXHIBIT A who prepared or assisted in preparing this document:
(To be completed if debtor is required to file periodic
reports (e.g., forms 10K and 10Q) with the Securities and
Exchange Commission pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 and is requesting relief
under chapter 11)
[ ] Exhibit A is attached and made a part of this petition.
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EXHIBIT B If more than one person prepared this document, attach
(To be completed if debtor is an individual additional sheets conforming to the appropriate official form
whose debts are primarily consumer debts) for each person.
I, the attorney for the petitioner named in the foregoing
petition, declare than I have informed the petitioner that X
(he or she) may proceed under chapter 7, 11, 12, or 13 of -----------------------------------------------------------
title 11, United States Code, and have explained the relief Signature of Bankruptcy Petition Preparer
available under each such chapter.
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Date
X
------------------------------------------------------------ A bankruptcy petition preparer's failure to comply with the
Signature of Attorney for Debtor(s) provisions of title 11 and the Federal Rules of Bankruptcy
Procedure may result in fines or imprisonment or both
------------------------------------------------------------ 11 U.S.C. Section 110; 18 U.S.C. Section 156.
Date
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ATTACHMENT 1
Estimated Assets
FPS III, Inc. ("FPS III"), the parent of RIGCO North Amercia, L.L.C. ("RIGCO"),
has no other assets other than its 50% interest in RIGCO. As of the Petition
Date, this interest has an indeterminable value.
Statistical/Administrative Information
As of the Petition Date, it is not possible to estimate whether funds will be
available for distribution.
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WRITTEN CONSENT
OF THE
SOLE STOCKHOLDER
OF
FPS III, INC.
IN LIEU OF A SPECIAL MEETING
The undersigned stockholder (the "Stockholder") of FPS III, Inc., a
Delaware corporation (the "Corporation"), pursuant to Section 228 of the
Delaware General Corporation Law (the "DGCL"), agree that upon execution of
this consent (this "Consent"), the following resolutions shall be deemed to be
adopted effective as of the date hereof:
RESOLVED, that in the judgment of the Stockholder, it is in the best
interests of the Company, its creditors, partners, employees and other
interested parties that a petition be filed by the Company seeking relief under
the provisions of Chapter 11 of Title 11 of the United States Code (the
"Bankruptcy Code");
RESOLVED, that Xxxxxx X. Xxxxxx, as Chief Executive Officer, and Xxxxxx
X. Xxxxxxx, as Chief Financial Officer (each an "Authorized Officer" and
collectively the "Authorized Officers"), are, and each of them is, hereby
authorized and empowered on behalf of, and in the name of, the Company to
execute and verify or certify a petition under Chapter 11 of the Bankruptcy Code
and to cause the same to be filed in the United States Bankruptcy Court for the
Southern District of Texas, Corpus Christi Division at such time as said officer
executing the same shall determine;
RESOLVED, that each of the Authorized Officers, and such other officers
of the Company as any of the Authorized Officers shall, from time to time,
designate, be, and they hereby are, authorized and empowered on behalf of, and
in the name of, the Company to execute and file all petitions, schedules, lists,
and other papers, and to take any and all actions that any of the Authorized
Officers may deem necessary or proper in connection with the Chapter 11 case;
RESOLVED, that each of the Authorized Officers, and such other officers
of the Company as any of the Authorized Officers shall, from time to time,
designate, be, and they hereby are, authorized and empowered on behalf of, and
in the name of, the Company, to execute any and all plans of reorganization
under Chapter 11 of the Bankruptcy Code, including any and all modifications,
supplements, and amendments thereto, in such form and containing such terms as
the Stockholder shall hereafter approve, and to cause the same to be filed in
the United States Bankruptcy Court for the Southern District of Texas, Corpus
Christi Division at such time as said officer executing the same shall
determine;
RESOLVED, that the law firm of Akin, Gump, Strauss, Xxxxx & Xxxx L.L.P.
be employed as counsel for the Company in the Company's Chapter 11 case under a
general retainer; the previously approved engagement of Akin, Gump, Strauss,
Xxxxx & Xxxx L.L.P. as legal counsel in connection with the potential
restructuring and recapitalization of the Company being hereby acknowledged and
affirmed;
RESOLVED, that each of the Authorized Officers be, and hereby is,
authorized and empowered on behalf of, and in the name of, the Company, to
retain and employ other attorneys, investment bankers, accountants, and other
professionals to assist in the Company's Chapter 11 case on such terms as such
Authorized Officer deems necessary or proper.
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IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of the Company this 9th day of August, 1999.
DEEPFLEX PRODUCTION SERVICES, INC.
/s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
Chief Financial Officer
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WRITTEN CONSENT
OF THE
BOARD OF DIRECTORS
OF
FPS III, INC.
IN LIEU OF A SPECIAL MEETING
The undersigned, being all of the members of the Board of Directors
(the "Board") of FPS III, Inc., a Delaware corporation (the "Company"), in
accordance with the authority contained in Section 141(f) of the General
Corporation Law of the State of Delaware, do hereby consent to the following
actions of this Company with the same force and effect as though the following
resolution was adopted at a Special Meeting of the Board duly called and held:
RESOLVED, that in the judgment of the Board, it is in the best
interests of the Company, its creditors, partners, employees and other
interested parties that a petition be filed by the Company seeking relief under
the provisions of Chapter 11 of Title 11 of the United States Code (the
"Bankruptcy Code");
RESOLVED, that Xxxxxx X. Xxxxxx, as Chief Executive Officer, and Xxxxxx
X. Xxxxxxx, as Chief Financial Officer (each an "Authorized Officer" and
collectively the "Authorized Officers"), are, and each of them is, hereby
authorized and empowered on behalf of, and in the name of, the Company to
execute and verify or certify a petition under Chapter 11 of the Bankruptcy Code
and to cause the same to be filed in the United States Bankruptcy Court for the
Southern District of Texas, Corpus Christi Division at such time as said officer
executing the same shall determine;
RESOLVED, that each of the Authorized Officers, and such other officers
of the Company as any of the Authorized Officers shall, from time to time,
designate, be, and they hereby are, authorized and empowered on behalf of, and
in the name of, the Company to execute and file all petitions, schedules, lists,
and other papers, and to take any and all actions that any of the Authorized
Officers may deem necessary or proper in connection with the Chapter 11 case;
RESOLVED, that each of the Authorized Officers, and such other officers
of the Company as any of the Authorized Officers shall, from time to time,
designate, be, and they hereby are, authorized and empowered on behalf of, and
in the name of, the Company, to execute any and all plans of reorganization
under Chapter 11 of the Bankruptcy Code, including any and all modifications,
supplements, and amendments thereto, in such form and containing such terms as
the Board shall hereafter approve, and to cause the same to be filed in the
United States Bankruptcy Court for the Southern District of Texas, Corpus
Christi Division at such time as said officer executing the same shall
determine;
RESOLVED, that the law firm of Akin, Gump, Strauss, Xxxxx & Xxxx L.L.P.
be employed as counsel for the Company in the Company's Chapter 11 case under a
general retainer; the previously approved engagement of Akin, Gump, Strauss,
Xxxxx & Xxxx L.L.P. as legal counsel in connection with the potential
restructuring and recapitalization of the Company being hereby acknowledged and
affirmed;
RESOLVED, that each of the Authorized Officers be, and hereby is,
authorized and empowered on behalf of, and in the name of, the Company, to
retain and employ other attorneys, investment bankers, accountants, and other
professionals to assist in the Company's Chapter 11 case on such terms as such
Authorized Officer deems necessary or proper.
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IN WITNESS WHEREOF, the undersigned have set their hands effective as
of the 9th of August, 1999.
/s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
/s/ XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx
