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HomeMy WebLinkAbout05-12-1944 SS e e . The City Council of the City of Ocoee, Florida, met in special session on the 12th day of May, A.D. 1944, after personal notice and call of said meeting 72 hours before said meeting, with the following members present: Chairman C. J. Farmer M. B. Slone S. Z. Fields J. E. Whitaker J. T. Minor ABSENT: None A quorum being present, the following resolution was read in full by Councilman J. E. Whitaker, who moved its adoption, and the motion was seconded by Councilman M. B. Slone. Thereupon, the following vote was had on the ~esolution: AYES: S. Z. Fields . J. T. Minor M. B. Slone NAYS: None ABSENT: None NOT VOT ING: None A quorum of those present. Councilman C. J. Farmer C. J. Farmer J. E. Whitaker declared that Baid resolution had been adopted. The resolution so adopted is in the words and figures, to-wi t : . A RESOLUTION APPROVING &~D ADOPTING A PLAN OF COMPOSITION FOR THE REFUNDING AND COMPOSING OF THE INDEBTEDNESS, BONDED AND OTHERWISE, OF THE CITY OF OCOEE, FLORIDA, AND PROVIDING AND AUTHORIZING THE CRUMMEH COMPANY, A DELAWARE CORPORATION, TO TAKE SUCH ACTION AS MAY BE NECESSARY TO EFFECTUATE THE PLAN. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OCOEE, FLORIDA, IN SESSION DULY ASSEMBLED: ~ e e . Section 1. That this Council does hereby approve, adopt and confirm that certain "Plan of Composition of .the Indebtedness of the City of Ocoee, Orange County, Florida", hereinafter set out in detail in Section 2 of this resolution. Section 2. The said Plan of Composition shall be in the follow- ing words and figures, to-wit: PLAN OF COMPOSITION OF THE CITY OF OCOEE ORANGE COUNTY, FLORIDA Section 1. Indebtedness Affected by the Plan. The indebted- ness of the City proposed to be affected by the provisions of this ~ Plan of Composition comprises: (a) All of the outstanding principal bonded indebtedness and lit all accrued interest on the bonded indebtedness provided to be refunded hereunder to the date of the proposed Refunding Bonds, whether such bonded indebtedness be evidenced by matured bonds, past due bonds, interest coupons, balance due on any or all judg- ments that may have been heretofore rendered on any bonds or coupons of the said bonded indebtedness; (b) The balance due, as of the date of the proposed Refunding Bonds, on any and all judgments, open accounts, or any other indebt- edness of any nature and kind whatsoever against the City of Ocoee. -- Section 2. Obligation. Dates and Rates on Refunding Bonds. (a) The City proposes to authorize, execute and issue general obligation Refunding Bonds of the City containing a pledge that for the prompt payment of the principal and interest thereon as the same shall become due, the full faith, credit and taxing power of the City will be pledged, with like force and effect as the same were - 2 - . . r . . . pledged for the payment of the indebtedness refunded by said bonds (except that as to any non-bonded indebtedness the Refunding Bonds shall contain no provision pledging the levy of taxes on homestead properties exempted by the Constitutional amendment), and said Refunding Bonds shall contain provisions in general whereby the City will agree with the holders of the said Refunding Bonds issued under the resolution authorizing their issuance that the City will make prompt payment of the same when due. (b) The Refunding Bonds proposed to be issued will be dated April 1, 1944, and, subject to prior redemption, as hereinafter referred to, will mature April 1, 1974, and will bear interest pay- able semi-annually on the first days of October and April each year, which interest, subject to the reversionary provisions as will be set forth in the bonds and in the resolution authorizing their issu- ance, shall be enforceable and collectible at the following rates: One percent (1%) per annum, to and including April 1, 1949; two per- cent. (2%) per annum, to a~d including April 1, 1954; three percent. (3%) per annum thereafter, until maturity. Section 3. Refunding Bonds Exchangeable for Bond Debt. (a) The Refunding Bonds to be issued in exchange for the bonded indebted- ness shall be of two series, to-wit: Series "A" and Series "BII. The Series IIAII Refunding Bonds shall be in an amount equal to the princi- pal bonded indebtedness, whether such principal indebtedness be matured, unmatured, or merged in judgment; the Series IIB'II Refunding Bonds shall be issued in an amount equal to the outstanding bond interest indebtedness, whether such indebtedness be represented by coupons matured, interest not represented by coupons, or merged in judgment s. - 3 - e e e Section 4. Refunding Bonds Exchangeable for Ope~Accounts or Judgments Rendered Thereon. Refunding Bonds for open accounts and non-bonded indebtedness shall be divided into two Series, to-wit: Series "c" and Series "Du. Series "CII Refunding Bonds shall be issued in an amount equal to the principal open account indebtedness, whether reduced to judgment or otherwise, and Series "D" Refunding Bonds shall be issued for an amount of interest accrued on the open account indebtedness, whether reduced to judgment or otherwise. Section 5. Creditors' Participation. (a) Bondholders. It is the intent of the City to treat every holder of bonds or coupons, / or judgments rendered thereon, of the City of Ocoee exactly alike, so that each creditor, regardless of how his claim is eVidenced,will receive bonds in the same proportion as any other creditor. As e stated above, the City intends to issue a total of Series "All Refund- ing Bonds equal to its total principal bonded indebtedness, and a total of Series liB" Refunding Bonds equal to the total interest accrued on that principal bonded indebtedness, whether such inter- est be evidenced by coupons, by interest on bonds, or by interest merged in judgments. In determining the amount of Series "A" and. Series "B" Refunding Bonds that will be deliverable to each credi- tor, Series IIA" Refunding Bonds will be exchangeable for a percent- ~ e age of the claim of each creditor equal to the same percentage that the total indebtedness of the City is made up of principal bonded indebtedness; and the Series liB" Refunding Bonds will be exchange- able for the balance of such claim to the date of the proposed Refunding Bonds. According to the present estimates, the total refundable bonded indebtedness of the City, as of April 1, 1944, will be approximately / - 4 - e . e e e e $320,000. of which approximately $213,000 is composed of principal bonded indebtedness. Thus, the principal bonded indebtedness is 65.56 percent. of the total, and the interest accruals thereon are the remaining 34.44 percent. Therefore, each creditor under this assumption will receive Series "A" Refunding Bonds for 65.56 per- cent. of its claim to April 1, 1944, and the remainder of such claim will be exchanged for Series "B" Refunding Bonds. (b) The same principle will apply as to exchanging Series If C" and Series "D" Refunding Bonds for the holders of open accounts, or non-bonded debt claims against the City, whether such claims have been reduced to judgment or not. That is to say, the total of such claims will be computed as of April 1, 1944, and the percentage that the principal bears to this total will be determined, and Series II C" Refunding Bonds will be issued for this percentage, and Series "D" Refunding Bonds for the balance. . Section 6. Call and Redemption Provisions for Series "AlI and Series "BlI Refunding Bonds. (a) The Refunding Bonds, Series lIAlI and Series "BlI, proposed to be issued will be callable on any inter- est payment date prior to maturity as follows: The Series "BlI Refunding Bonds shall be callable on or prior to April 1, 1948, at 25 cents on the dollar, plus accrued interest; after April 1, 1948, and on or prior to April 1, 1953, at 40 cents on the dollar, plus accrued interest; provided that the funds for such call are not from a new issue of bonds. If the source of funds for the call is from a new issue of bonds, the Series liB" Bonds shall be callable at par plus accrued' interest; after April 1, 1953, the Series II B" Bonds shall be callable on any interest payment date, regardless of the source of funds, at par, plus accrued interest. The Series - 5 - I / e e e e e "A" Refunding Bonds shall be callable at par plus accrued interest on any interest payment date. (b) If the option to call the Refunding Bonds, Series "A" a.nd Series '"BII prlor to maturity is exercised, it shall be done in substantially the following manner: The Refunding Bonds shall be drawn by lot. The lot to be called on and prior to April 1, 1953, shall consist of the Series "B" Refunding Bonds. After April 1, 1953, the lot shall consist of all the then outstanding Series "A" and Series "B" Refunding Bonds. The notice of redemp- tion specifying the Refunding Bonds called by date, series and number shall be filed at the place where the principal and inter- est of said Refunding Bonds are payable, to-wit, the First National Bank of Chicago, Chicago, Illinois, at least thirty (30) days prior to the redemption date, and the notice of intention to redeem such Refunding Bonds shall be published once not more than sixty (60) nor less than thirty (30) days prior to the redemption date in at least two publications, one of which shall be a newspaper having general circulation in Orange County, Florida, and the other shall be a financial Journal published in the City of New York, State of New York. Section 7. Call and Redemption Provisions for Series "C" and Series "D" Refunding Bonds. (a) The Refunding Bonds, Series "C" and Series "DII, proposed to be issued, will be callable on any interest payment date prior to maturity as follows: The Series II C" Refunding Bonds shall be callable at par, plus accrued interest, on any interest payment date. The Series" nil Refunding Bonds shall be callable on or prior to April 1, 1948 at 25 cents on the dollar, plus accrued interest; after April 1, 1948, and on or prior to - 6 - 1/ ~. ). e e I e April 1, 1953, at 40 cents on the dollar, plus accrued interest; . provided that funds for such call are not from a new issue of bonds. ~ If the source of funds for the call is from a new issue of bonds , the Series "D" Refunding Bonds shall be callable at par, plus accrued~ interest, and after April 1, 1953 ,the, Series liD" Refunding Bonds shall be callable on any interest payment date, regardless of the source of funds, at par plus accrued interest. (b) If the option to call the Refunding Bonds, Series II~" and Series liD", prior to maturity is exercised, it shall be done in sub- stantially the following manner: The Refunding Bonds shall be drawn by lot. The lot to be called on and prior to April 1, 1953 shall consist of the Series liD" Refunding Bonds. After April 1, 1953, the lot shall consist of all the then outstanding Series "C" and Series e "D" Refunding Bonds. The notice of redemption specifying the Refund- ing Bonds called by date, series, and number shall be filed at the place where the principal and interest of said Refunding Bonds are payable, to-wit, the First National Bank of Chicago, Chicago, Illi- nois, at least thirty (30) days prior to the redemption date, and the notice of intention to redeem such Refunding Bonds shall be published once not more than sixty (60) nor less than thirty (30) days prior to the redemption date in at least two publications, one of which shall be a newspaper having general circulation in Orange County, Florida, and the other shall be a financial journal published in the City of New York, State of New York. Section 8. Sinkin~nd Provision for Refunding Bonds. In General. The Proceedings under which all of the Refunding Bonds, e Series "All Series liB" Series IICII and Series "D" are to be issued I , shall preserve for the benefit of the respective security holders - 7 - e e e e e all rights and remedies which were available for the support and enforcement of the original bonds, or open accounts, or Judgments on open accounts or non-bond indebtedness tendered in exchange for Refunding Bonds (except that a tax on homesteads shall not be levied for the payment of non-bond debt). (a) Tax Levy for Series "All and Series IIBII Refunding- Bonds. The tax levy for the support of the Refunding Bonds, Series II All and Series uBII shall provide that a separate and special sinking fund shall be set up and used exclusively for such Refunding Bonds, but that such tax levy shall be in an amount sufficient to produce in the said special sinking fund for the payment of Series II All and Series IIBII Refunding Bonds in the sum of $10,000.00 per year for the years 1944, to and including 1948; and the sum of $12,000.00 per year for the years 1949, to and including the year 1954; and the sum of $15,000.00 per year for each year after 1954. The resolution authorizing the issuance of the bonds shall contain a provision authorizing the City, at its option, to deduct from the levy of such taxes aforesaid in each year an~~revenue other than ad valorem taxes which may be available, and which is actually on hand and applied at the time of the beginning of each of said fiscal years. (b) Tax Levy for Series 110" and Series "D" Refunding Bonds. The tax levy for the support of the said Refunding Bonds, Series II 0" and' Series II D", shall provide that a separate and special sink- ing fund shall be set up and used exclusively for such Refunding Bonds, but that such tax levy shall be in an amount sufficient to produce in the said special sinking fund for the payment of Series "0" and Series "D" Refunding Bonds in the sum of $500.00 per year - 8 - e . e e e e for the years 1944, to and including 1948; in the sum of $1,000.00 per year for the years 1949, to and including 1953; and the sum of $2,000.00 per year for the year 1954 to maturity. The taxes referred to in sub-paragraphs (a) and (b) above shall be in addition to all other taxes and the proceeds therefrom, and tax certificates are to be appropriated and used exclusively for the paying of the indebtedness and the amount shall be increased when necessary to provide sufficient funds for the actual interest and sinking fund requirements for the year next succeeding that in which the budget is being made and prepared. Section 9. Reversionary Clauses. Each of the Refunding Bonds to be issued hereunder shall contain a provision providing that in case of the failure or refusal of the City to perform any of the agreements or obligations to the holders of the Refunding Bonds, or upon default of payment of interest, the City shall be accorded a period of six month within which to correct the same, and upon the inability or refusal to do so within the period, and upon the decla- ration in writing filed with the Clerk of the City by the holders of at least 25 percent. of the principal amount of the Refunding Bonds, then outstanding, all of said bonds will, at the option of the respective holders, revert to and thereafter bear interest at the rate of five percent. (5%) per annum, which reversion shall be evidenced by new bonds or by a substitution of coupons. Section 10. Call for Tenders. 1. (a) Each six (6) months after interest then due has been paid on the Refunding Bonds, Series "A" and Series liB",' and allow- ance has been made for interest requirements for the six months thereafter making reasonable allowance for anticipated receipts, if - 9 - e e 4It there remains a sum of money amounting to more than $3,000.00 in the sinking fund, such sum shall be used by the City for the purpose of purchasing for cancellation Refunding Bonds of the City of Ocoee. (b) Each six months after interest then due has been paid on the Refunding Bonds, Series "C" and Series "D", and allo"rance has been made for interest requirements for the six months thereafter making reasonable allowance for anticipated receipts, if there remains a sum of money amounting to more than $1,000.00 in the sinking fund, such sum shall be used by the City for the purpose of purchasing for cancellation Refunding Bonds of the City of Ocoee. 2. The Manner of Purchasin~ Refundin~ Bonds. The City shall designate a date not less than thirty (30) nor more than forty-five (45) days from the time such date is designated, at which time it 4It will receive and consider in open session, sealed offerings of the Refunding Bonds. Notice of the time and place of receiving offerings shall be published once not more than fifteen (15) days before the designated date in two newspapers, one of which shall have a general circulation in Orange County, Florida, and the other shall be in a financial journal published in the City of New York, and at the time of such purchase all of the funds available, as aforementioned, shall be used to purchase bonds at the lowest offered price at the time of the purchase; however, the sinking fund levied for the Series "A" and Series "BII Refunding Bonds shall be kept in a separate account from the sinking fund levied for the Serie s "C" and Series "D" Refunding Bonds, and the sinking fund for the Series "A" and Series IIBII Refunding Bonds shall be used only to purchase Series "A" and V I e Series "B" Refunding Bonds at the lowest tendered prices; likewise, the sinking fund levied for the Series "C" and Series "D" Refunding - 10 - e . e' e e e Bonds shall be used only for the purchase of Series "Cu and Series "D" Refunding Bonds. If the City rejects the bonds so tendered, it shall proceed to call bonds by lot at the next call date. Section 11. Denomination of Refunding Bonds. The Refunding / Bonds of Series "A", Series "B", Series "c" and Series "D", shall ~ be in the denomination of $1,000.00 each as far as practical, and where appropriate, such bonds may be in the denomination of $500.00 and $100.00 (amounts of less than $100.00 of any series bonds will be represented by non-interest bearing certificates, which certifi- cates shall be redeemable for a period of one year from their date by the City from any funds available at t~e rate of 25 cents on the dollar, with no interest); thereafter, they shall be payable at 100 cents on tile ciollar. Section 12. Exchange of Refunding Bonds. The Refunding Bonds herein provided for will be deposited, upon their being properly validated by proper decree, with a depository to be named by the Court and remain with said depository under such orders as may be entered by the Court and be subject to exchange for the original claims proposed to be refunded hereunder at such time after the / entry of the Interlocutory Decree, as may be ordered by the Court. Section 13. Steps to be Taken by the City Immediately after Filing Plan. Immediately after this Plan has been filed in the United States District Court for the Southern District of Florida, Orlando Division, and that Court has approved its filing and has made the same temporarily operative, the City of Ocoee, in conjunc- tion with The Crummer Company, a Delaware corporation, shall perform the following acts in making the same temporarily operative for the - 11 - e e 4It benefit of all creditors during the time of court supervision. (a) It shall cause to be set up a complete and new and up-to- date assessment roll of all taxable property in the limits of the City of Ocoee, as constituted under the provisions of Chapter 10951, Laws of Florida, Acts of 1925, using the existing values of such properties as appear on the roll of the County Tax Assessor of Orange County, Florida. (b) It shall cause to be m~de a levy of taxes on all proper- ties in the boundaries of the City (as constituted under the pro- visions of Chapter 10951, Laws of Florida, Acts of 1925) for the year 1944 sufficient to produce the sum of money required during that year to pay the interest and sinking fund accounts for the issues of the new Refunding Bonds. e Section 14. Boundaries of the City. In view of the fact that a great portion of the properties in the taxable limits of the City at the time of its creation under Chapter 10951, Laws of Florida, Acts of 1925, has been involved in some litigation wherein and whereby an attempt has been made by such properties to be relieved / of payment of taxes levied and to be levied for the payment of bond debt, the specific provision is made that no creditor will be forced to exchange original securities or claims for Refunding Bonds until there has been a determination that at least 80 percent., by assessed valuation, according to the County tax roll, of all of the properties e in the City at the time of its creation under Chapter 10951, Laws of Florida, Acts of 1925, is legally liable for the payment of taxes levied and to be levied for the payment of bonded indebtedness of the City. This detenmination may be either made by court action or by voluntary contract on the part of taxpayers owning not less than - 12 - ~,e .-e '~ e e e 85 percent., according to assessed valuations on the County assess- ment roll of that property involved in the law suit, now pending in the United States District Court for the Southern District of Florida, Orlando Division, entitled V. T. McCombs, et al vs. S. D. West, et al, No. 13l-T-Clvil; provided, however, if by a subsequent vote of more than 66 2/3rds percent. of the securities of the City affected by the plan an agreement is made that exchanges be made regardless of excluded territory, then such exchanges can be made, it being dis- tinctly understood that by such exchange no creditor relinquishes any right to have all property in the City as it was constituted at the time of the issuance of the bonds liable for taxes for the pay- ment of bond indebtedness. No property that has been excluded since the issuance of the bond debt can be taxed for the payment of Refund- ing Bonds issued for operating expenses (Series "C" or Series "D" Refunding Bonds). Section 15. Changes or Modifications. No changes or modifi- cations may be made in the plan, whether detrimental to the interest of any creditor or otherwise, and if any such change be made any and all creditors who have previously consented to the plan shall have the option of withdrawing their consents therefrom and withdraw from any and all proceedings for the composition of the indebtedness of the City. Section 16. Costs of the Plan. The Crummer Company, a municipal bond investment firm, which is in no manner an agent of the City, and which now owns no City of Ocoee bonds and has no beneficial interest therein, will be the medium through which procedure will be taken for the benefit of all creditors alike, and which will supervise the pro- ceedings, and which will defray all expenses necessary for the purpose - 13 - ta'~ e . e . e e of: (a) causing the bonds to be assembled and exchanged pursuant to such plan; (b) causing such Refunding Bonds to be printed; (c) causing the necessary papers and instruments to be prepared in order that the Refunding Bonds may be validated, such instruments to be approved by the City attorney, and by nationally recognized bond counsel; (d) obtaining the approving opinion of nationally recog- nized bond counsel upon the issuance and validation of the Refunding Bonds; (e) attending to all detail and administrative work necessary for the complete consummation of the work; (f) paying any and all other expense in connection with the consummation of the reorganiza- tion proceedings (except the attorney fees for the attorneys perform- ing the necessary legal procedure under the Bankruptcy Act, which the City agrees to pay in such amount as may be allowed by the Court), and for these services, and for performing of all of the acts and functions necessary to consummate the refunding program for the bene- fit of all creditors alike, the cost of such program shall be assessed ratably against all creditors of the City of Ocoee; provision now being made that each creditor shall pay the sum of $40.00 per $1,000.00 claim tendered in exchange for Refunding Bonds, or ratable portion thereof for claims of less than $1,000.00 denomination. The fee shall, of course, be subject to the final approval of the United States District Court sitting in bankruptcy. All other costs shall be paid by the City of Ocoee. Section 17. General Provisions. Provision is generally made in this plan that the City of Ocoee shall submit itself to such orders and decrees, during the pendency of this composition proceed- ing, as may be necessary, and should be entered by the Bankruptcy Court to make this plan generally effective, and if no specific ~ - 14 - e ~ ~ e e e ;. provision has been set forth herein for the entry of such order, it is provided that the Court shall have power and authority to make such order or orders in order to make the plan fully and gen- erally effective. Provided, however, it is distinctly understood that if any action be taken by any official, State or City, which will tend to embarrass the fulfillment of this plan, or to legally retard its consummation, then creditors are to have the option of withdrawing from further proceeding upon notice to the City. Dated this 12th day of May, A.D. 1944. CITY OF OCOEE, FLORIDA. Section 3. This resolution shall take effect immediately upon its being adopted. Section 4. All resolutions or parts of resolutions in conflict herewith are hereby repealed. Councilman J. E. Whitaker then read in full and moved its adoption, and the motion was seconded by Councilman M. B. Slone, a second resolution. Thereupon, the following vote was had on the said second resolution: AYES: S. Z. Fields C. J. Farmer J. T. Minor J. E. Whitaker M. B. Slone NAYS: None ABSENT: None NOT VOTING: None A quorum was present. e ~.- - 15 - I. ..'C. ~--