Notice of Important Bankruptcy Court Hearing: Motion of Debtors, Telecom Consultants, Inc., et al., Seeking Authorization to Sell Certain Assets Pursuant to 'MetTel Agreement'

Apr 13, 2001, 01:00 ET from Brown Raysman Millstein Felder & Steiner LLP

    NEW YORK, April 13 /PRNewswire/ -- Pursuant to an order of the United
 States Bankruptcy Court dated April 12, 2001 entered in the chapter
 11 bankruptcy cases of In re Telecom Consultants, et al, attached is a notice
 of the sale of assets and of the opportunity to submit higher and better
 offers scheduled by the Bankruptcy Court.
 
     Hearing Date:  April 19, 2001 at 2:00 p.m.
 
     UNITED STATES BANKRUPTCY COURT
     SOUTHERN DISTRICT OF NEW YORK
     ---------------------------------------------------------------x
     In re:                                        Chapter 11
     TELECOM CONSULTANTS, INC., et al.,            Case No. 01-10907 (JHG)
     Debtors.                                      Jointly Administered
     ---------------------------------------------------------------x
 
             NOTICE OF SALE OF ASSETS AND OF OPPORTUNITY TO SUBMIT
                            HIGHER AND BETTER OFFERS
 
     PLEASE TAKE NOTICE that a hearing will be held before the Honorable Arthur
 J. Gonzalez, United States Bankruptcy Judge, at the United States Bankruptcy
 Court, Southern District of New York, Room 617, One Bowling Green, New York,
 New York, 10004, on April 19, 2001, at 2:00 p.m. (the "Sale Hearing") or as
 soon thereafter as counsel can be heard, on the Motion of North American
 Telecommunications Corporation, Long Island Telephone Company, Mid-Atlantic
 Telephone Company, Global Multimedia Services Incorporated and Telecom
 Consultants Inc., the above-captioned debtors and debtors-in-possession (the
 "Debtors") seeking authorization to sell, free and clear of all liens, claims,
 and encumbrances, and subject to higher and better offers, certain assets of
 the Debtors (the "Sale Assets"), to Manhattan Telecommunications Corporation
 ("MetTel"), pursuant to that certain asset purchase agreement (the "MetTel
 Agreement") as follows:
 
     ASSETS                                        PURCHASE PRICE
     Payphone Access Lines                         $3,000,000 plus all actual
     Customer Contracts                            costs reasonably incurred by
     Customer Accounts                             sellers for UNE-P services.
     Customer Data
 
     PLEASE TAKE FURTHER NOTICE, that pursuant to an order of the Bankruptcy
 Court dated April 12, 2001, the following bidding procedures with respect to
 the MetTel Agreement were approved by the Court:
     (1)  Any person (an "Alternative Bidder") interested in acquiring the
 assets subject to the MetTel Agreement (i) may make an acquisition proposal
 (an "Alternative Proposal") at the Sale Hearing which includes terms and
 conditions that are the same or materially more favorable to the Debtors than
 the respective MetTel Agreement and includes all of the Purchase Assets
 provided for in the MetTel Agreement, and which is not conditioned on the
 outcome of any unperformed due diligence or on the obtaining of financing from
 a third party; and (ii) provide adequate assurance of such Alternative
 Bidder's ability to promptly perform its financial and other obligations
 (including but not limited to obligations with respect to the transition of
 the Debtors' customers and satisfaction of regulatory obligations) by
 submitting a letter of credit in the amount of the purchase price specified in
 the Alternative Proposal.
 
     (2)  In addition, the following specific bidding procedures shall apply
 with respect to the MetTel Agreement:
 
     BREAK-UP FEE                             $100,000
     MINIMUM INITIAL OVERBID                  $3,150,000
     SUBSEQUENT BID INCREMENTS                $50,000
     DEPOSIT                                  $300,000
 
     PLEASE TAKE FURTHER NOTICE that pursuant to an Order of the Bankruptcy
 Court on the record of the hearing held on April 11, 2001, any person desiring
 to make a bid on the Debtors' remaining assets, in whole or in part, may do so
 at the Sale Hearing.  Any such bid shall be subject to (a) higher and better
 offers made at the Sale Hearing, (b) acceptance by the Debtors in their
 reasonable discretion, (c) satisfying the Debtors and the Bankruptcy Court of
 such person's ability to perform such bid and (d) approval by the Bankruptcy
 Court.
     PLEASE TAKE FURTHER NOTICE that such sale or sales at the Sale Hearing may
 involve the assumption and assignment of executory contracts and/or unexpired
 leases to one or more successful bidders.
     PLEASE TAKE FURTHER NOTICE that copies of the Motion and the exhibits
 thereto (including the MetTel Agreement) and all pleadings filed
 with and orders of the Bankruptcy Court, including the case docket, are
 publicly available online in electronic format at
 http://ecf.nysb.uscourts.gov/cgi-bin/DocketSheet.pl?30128.  The docket and
 other case and court information are also available at the Bankruptcy Court's
 general website address at http://www.nysb.uscourts.gov/.
 
     Dated:  April 12, 2001
             New York, New York.         By Order of the Court.
 
     BROWN RAYSMAN MILLSTEIN
     FELDER & STEINER LLP
     Counsel for the Debtors
     BY: /s/ Lawrence P. Gottesman
     Lawrence P. Gottesman, Esq.
     120 West 45th Street
     New York, New York 10036
     212-944-1515 Telephone
     212-840-2429 Facsimile
 
 

SOURCE Brown Raysman Millstein Felder & Steiner LLP
    NEW YORK, April 13 /PRNewswire/ -- Pursuant to an order of the United
 States Bankruptcy Court dated April 12, 2001 entered in the chapter
 11 bankruptcy cases of In re Telecom Consultants, et al, attached is a notice
 of the sale of assets and of the opportunity to submit higher and better
 offers scheduled by the Bankruptcy Court.
 
     Hearing Date:  April 19, 2001 at 2:00 p.m.
 
     UNITED STATES BANKRUPTCY COURT
     SOUTHERN DISTRICT OF NEW YORK
     ---------------------------------------------------------------x
     In re:                                        Chapter 11
     TELECOM CONSULTANTS, INC., et al.,            Case No. 01-10907 (JHG)
     Debtors.                                      Jointly Administered
     ---------------------------------------------------------------x
 
             NOTICE OF SALE OF ASSETS AND OF OPPORTUNITY TO SUBMIT
                            HIGHER AND BETTER OFFERS
 
     PLEASE TAKE NOTICE that a hearing will be held before the Honorable Arthur
 J. Gonzalez, United States Bankruptcy Judge, at the United States Bankruptcy
 Court, Southern District of New York, Room 617, One Bowling Green, New York,
 New York, 10004, on April 19, 2001, at 2:00 p.m. (the "Sale Hearing") or as
 soon thereafter as counsel can be heard, on the Motion of North American
 Telecommunications Corporation, Long Island Telephone Company, Mid-Atlantic
 Telephone Company, Global Multimedia Services Incorporated and Telecom
 Consultants Inc., the above-captioned debtors and debtors-in-possession (the
 "Debtors") seeking authorization to sell, free and clear of all liens, claims,
 and encumbrances, and subject to higher and better offers, certain assets of
 the Debtors (the "Sale Assets"), to Manhattan Telecommunications Corporation
 ("MetTel"), pursuant to that certain asset purchase agreement (the "MetTel
 Agreement") as follows:
 
     ASSETS                                        PURCHASE PRICE
     Payphone Access Lines                         $3,000,000 plus all actual
     Customer Contracts                            costs reasonably incurred by
     Customer Accounts                             sellers for UNE-P services.
     Customer Data
 
     PLEASE TAKE FURTHER NOTICE, that pursuant to an order of the Bankruptcy
 Court dated April 12, 2001, the following bidding procedures with respect to
 the MetTel Agreement were approved by the Court:
     (1)  Any person (an "Alternative Bidder") interested in acquiring the
 assets subject to the MetTel Agreement (i) may make an acquisition proposal
 (an "Alternative Proposal") at the Sale Hearing which includes terms and
 conditions that are the same or materially more favorable to the Debtors than
 the respective MetTel Agreement and includes all of the Purchase Assets
 provided for in the MetTel Agreement, and which is not conditioned on the
 outcome of any unperformed due diligence or on the obtaining of financing from
 a third party; and (ii) provide adequate assurance of such Alternative
 Bidder's ability to promptly perform its financial and other obligations
 (including but not limited to obligations with respect to the transition of
 the Debtors' customers and satisfaction of regulatory obligations) by
 submitting a letter of credit in the amount of the purchase price specified in
 the Alternative Proposal.
 
     (2)  In addition, the following specific bidding procedures shall apply
 with respect to the MetTel Agreement:
 
     BREAK-UP FEE                             $100,000
     MINIMUM INITIAL OVERBID                  $3,150,000
     SUBSEQUENT BID INCREMENTS                $50,000
     DEPOSIT                                  $300,000
 
     PLEASE TAKE FURTHER NOTICE that pursuant to an Order of the Bankruptcy
 Court on the record of the hearing held on April 11, 2001, any person desiring
 to make a bid on the Debtors' remaining assets, in whole or in part, may do so
 at the Sale Hearing.  Any such bid shall be subject to (a) higher and better
 offers made at the Sale Hearing, (b) acceptance by the Debtors in their
 reasonable discretion, (c) satisfying the Debtors and the Bankruptcy Court of
 such person's ability to perform such bid and (d) approval by the Bankruptcy
 Court.
     PLEASE TAKE FURTHER NOTICE that such sale or sales at the Sale Hearing may
 involve the assumption and assignment of executory contracts and/or unexpired
 leases to one or more successful bidders.
     PLEASE TAKE FURTHER NOTICE that copies of the Motion and the exhibits
 thereto (including the MetTel Agreement) and all pleadings filed
 with and orders of the Bankruptcy Court, including the case docket, are
 publicly available online in electronic format at
 http://ecf.nysb.uscourts.gov/cgi-bin/DocketSheet.pl?30128.  The docket and
 other case and court information are also available at the Bankruptcy Court's
 general website address at http://www.nysb.uscourts.gov/.
 
     Dated:  April 12, 2001
             New York, New York.         By Order of the Court.
 
     BROWN RAYSMAN MILLSTEIN
     FELDER & STEINER LLP
     Counsel for the Debtors
     BY: /s/ Lawrence P. Gottesman
     Lawrence P. Gottesman, Esq.
     120 West 45th Street
     New York, New York 10036
     212-944-1515 Telephone
     212-840-2429 Facsimile
 
 SOURCE  Brown Raysman Millstein Felder & Steiner LLP