Samson Investment Company and Subsidiaries - Page 14

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          consummation date CDC's stock had not been sold, CDC would (1)              
          transfer any rigs that it continued to own to Chase Manhattan               
          Bank, N.A., as agent for the bank group, in satisfaction of the             
          bank group's secured claims, (2) liquidate its other remaining              
          assets, and (3) distribute the proceeds of the liquidation pro              
          rata to all creditors holding unsecured claims.  Less than 6                
          months after the bankruptcy court entered a confirmation order,             
          Samson purchased all of CDC's stock; therefore, no liquidation              
          was necessary.                                                              
               The amended plan provided for the issuance of stock in CDC             
          to a trust (the shareholder trust) for the benefit of unsecured             
          creditors.  The five-member board of directors of CDC included              
          three representatives of the bank group and one unsecured                   
          creditor.  During CDC's reorganization, CDC managed its own                 
          affairs through the efforts of its own officers, Messrs. Arnold             
          and West.  The role of the bank group in the business affairs of            
          CDC did not increase during the period of CDC's chapter 11                  
          reorganization.  The bank group would have made cash from the SCA           
          available to CDC for drilling operations if CDC had presented               
          them with a profitable contract.  Richard D. Barton, a vice                 
          president at Seattle-First, and John F. Jerow, a vice president             
          at Chase, agreed that the bank group would have allowed CDC to              
          use funds in the SCA to conduct drilling operations if CDC could            
          have obtained a profitable drilling contract.                               
               The bankruptcy proceeding discharged CDC's debts other than            
          the debt to the bank group.  The discharge eliminated CDC's                 


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