IN THE UNITED STATES BANKRUPTCY COURT
FOR THE WESTERN DISTRICT OF PENNSYLVANIA
IN RE: Bankruptcy No. 03-23239-
MBM
BICO, INC., f/k/a Chapter 11
Biocontrol Technology, Inc.,
Document No.
Debtor.
SECOND AMENDED JOINT PLAN OF REORGANIZATION
BICO, Inc. the Debtor in this Chapter 11 Case, by and
through its Counsel, Steven T. Shreve, and PHD Capital, the
Joint Plan Proponent, by and through its Counsel, Robert O
Lampl and John P. Lacher, propose this Second Amended Plan
of Reorganization pursuant to Chapter 11 of the Bankruptcy
Code.
DEFINITIONS
The following terms when used in the Plan will, unless
the context otherwise requires, have the following meanings
respectively:
a. Allowed Claims - means a claim (a) in respect of
which a proof of claim
has been filed with the Court within the applicable period
of limitation or (b) scheduled in the list of creditors
prepared and filed with the Court and not listed as
contingent, disputed or unliquidated as to amount, in either
case as to which no objection to the allowance thereof has
been determined by an order or judgment which is no longer
subject to appeal or certiorari pending.
b. Allowed Administrative Claim - means all or that
portion of any
administrative claim which either (a) has been allowed by
final order, or (b) was incurred by the Estate of the Debtor
in the ordinary course of business during these
reorganization proceedings.
c. Claim - means any right to payment, or right to an
equitable remedy for
breach of performance if such breach gives rise to a right
to payment, against the
Debtor in existence or whether or not such right to payment
or right to an equitable remedy is reduced to judgment,
liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, secured or
unsecured.
d. Class - means any class into which allowed claims or
allowed interests are classified pursuant to Article III
hereof.
e. Code - means the Bankruptcy Code, 11 U.S.C. 101 et
seq.
f. Confirmation Date - means the date on which the
order confirming the
Plan is entered by the Court.
g. Confirmation Order - means the entered order of
court confirming this
Plan.
h. Contested Claims - means any claim for which a proof
of claim and an
objection to such proof of claim have been filed with the
Court and the allowance or disallowance of which will not
have been determined by the Court as of the Effective Date.
i. Court - means the United States Bankruptcy Court for
the Western
District of Pennsylvania where the Chapter 11 Case is
pending, and any Court having competent jurisdiction to hear
appeals or certiorari proceedings therefrom.
j. Effective Date - 30 days from the Confirmation Date.
CLASSES OF CLAIMS
Unimpaired Administrative Claims
Administrative Class 1: The claims of counsel for the Debtor
and counsel for the Creditors Committee.
Administrative Class 2: The claims of the Office of U.S.
Trustee and the United
States Bankruptcy Court Clerk.
Impaired Administrative Claims
Administrative Class 3: The claims of Anthony Paterra, CEO
and Chairman of the Board of the Debtor for deferred
compensation. This claim is currently $45,666.
Unimpaired Priority Claims
Priority Class 4: The claims of the employees for wages
earned within ninety
(90) ninety days of the cessation of the Debtor_s closure of
its Indiana, Pennsylvania Plant, or earned within ninety
days prior to the date of the filing of the chapter 11
Petition. The Debtor estimates the allowed unsecured
priority claims to be approx. $165,000.
Priority Class 5: The claim of the Commonwealth of
Pennsylvania Department of Revenue for unpaid taxes which is
approximately $18,526.00.
Impaired Unsecured Claims
Unsecured Class 6: The claims of general unsecured
creditors. The Debtor
estimates that the allowed claims in this class total
approximately $8,000,000.00.
Equity Security Holder Claims
Impaired Equity Security Holder Class 7: This Class consists
of the claims of
preferred shareholders. These preferred shareholder claims
consist of approximately 116,822 issued and outstanding
shares at $10.00 par value per share.
Unimpaired Equity Security Holder Class 8: The claims of the
common shareholders consist of approximately 6,500,000,000
shares issued and outstanding shares at $.10 par value per
share.
TREATMENT OF CLAIMS
Unimpaired Administrative Claims
Administrative Class 1: These claimants will be paid in full
on the Effective Date of the Plan. These claims are
estimated to be $90,000.00.
Administrative Class 2: These claimants will be paid in full
prior to the Effective Date. These claims are less than
$2,000.00.
Impaired Administrative Claim
Administrative Class 3: This claimant will receive shares of
common stock in the Reorganized Debtor in return for his
claim for deferred compensation. Additionally, this claimant
and the Reorganized Debtor will enter into a consulting
agreement providing for commercially reasonable terms and
conditions including a non-compete covenant.
Unimpaired Priority Claims
Priority Class 4: These claimants will be paid the priority
portion of their claims, in full, on or before the Effective
Date.
Priority Class 5: This claimant will be paid in full in no
more than 72 amortized
monthly installments, the first of which will commence on or
before the Effective Date. This claim will bear interest
accruing post-confirmation at the prevailing interest rate
for such claims in effect on the confirmation date.
Impaired Unsecured Claims
Unsecured Class 6: These claimants will receive a pro-rata
distribution of 6.5
Billion shares of common stock in the Reorganized Debtor.
Distributions will not be made for amounts of less than
$50.00. Any fraction of a share will be rounded to the
nearest full share. These shares will be restricted from
trading as provided in the Disclosure Statement accompanying
this Plan. These claimants shall also receive a pro-rata
distribution of the net proceeds of any fraudulent transfer
action(s) pursued on behalf of the Debtor. This includes a
possible cause of action against Edward Lofton and Intco,
Inc. stemming from a loan transaction between BICO and
Intco, Inc.
Equity Security Holder Claims
Impaired Equity Security Holder Class 7: These claimants
will retain their
interests in the Reorganized Debtor, provided however, their
preferred shares will be redeemed by the Reorganized Debtor
in exchange for 6,500,000,000 shares of common stock
distributed on a pro-rata basis by the Reorganized Debtor du
ring the course of the merger with cXc Services, Inc.
Unimpaired Equity Security Holder Class 8: The claimants
will retain their shares of common stock.
EXECUTION OF THE PLAN
The Debtor has liquidated substantially all of its
assets resulting in a fund onhand of approximately
$340,000.00. Those funds will be used to pay the claims of
the administrative and priority claimants as set forth in
this Second Amended Plan of Reorganization and to fund the
continued administration of the Debtor (including a cost
reserve for counsel to pursue the fraudulent transfer
action). The Debtor has insufficient funds to pay for the
accounting and securities law compliance requirements
necessary to enable the Reorganized Debtor to continue as an
ongoing concern to maintain the marketability of its
securities in the over-the-counter market.
The Joint Plan Proponent and\or cXc will inject any
needed sufficient funds into the Reorganized Debtor to
finance the accounting and securities law compliance
requirements necessary to enable the Reorganized Debtor to
continue as an ongoing concern in the technological field,
and to maintain the marketability of its securities in the
over-the-counter market. It is anticipated that after the
merger with cXc, the Reorganized Debtor will be more able to
utilize its net operating losses in excess of
$250,000,000.00 and, thus, create new value for this Estate.
Such funding for compliances and the anticipated merger will
enable all claimants to realize a recovery. The preservation
of an interest in the existing Equity holders is necessary
to realize this recovery. The Reorganized Debtor will have
two classes of shares (preferred stock convertible to common
stock, and common stock).
EXECUTORY AGREEMENTS AND LEASES
The Debtor rejects all leases and/or executory
contracts not previously assumed by the Debtor, or assumed
pursuant to this Plan. Additionally, all Equityholder
rights, including, but not limited to, warrants, options or
rights of conversion or redemption not specifically provided
for in this Plan are extinguished. The Debtor does assume
that certain Securities Purchase Agreement between BICO and
J.P. Carey Asset Management involving the issuance of Series
K Preferred Stock, and reserves the right to amend, extend
and modify such agreement from time to time, as agreed by
the parties to the agreement.
GOVERNANCE AND MANAGEMENT
The Debtor's governance and management consists of
Anthony Paterra, CEO and Boardmember. The Reorganized
Debtor's governance and management will consist of Anthony
Paterra, CEO and Board Member, as well as two additional
Board Members designated by the shareholders of cXc
Services, Inc. (the company to be merged with BICO). The
Reorganized Debtor will be governed by applicable law and
its bylaws as amended or enacted. Additionally the Board of
the Reorganized Debtor will have the following special
powers, none of which shall require the consent or
affirmative vote of any shareholders:
a. To combine cXc Services, Inc. into BICO and
implement the terms of this Joint Plan of
Reorganization;
b. To designate officers and directors of the
Reorganized Debtor for a period of 12 months, or until
a merger is consummated, whichever is sooner;
c. To increase the total authorized shares in the
Reorganized Debtor up to a maximum of 250 billion
shares;
d. To reverse split or split the stock in the
Reorganized Debtor as many
times as desired for a period of 5 years from the
Effective Date;
e. To redeem the shares of the Class 7 Equityholders in
exchange for
6,500,000,000 common shares of stock in the Reorganized
Debtor;
f. To impose commercially reasonable restrictions on
the transfer of any
issued stock;
g. To amend BICO_s bylaws and\or issue new bylaws for
the Reorganized
Debtor for a period of 2 years following the Effective
Date;
h. To issue restricted or unrestricted shares of BICO
in such amounts and at such times to persons or
entities who shall perform services for BICO, as the
Board of Directors shall determine; and
i. To assume, ratify, assign and\or amend that certain
Securities Purchase
Agreement between BICO and J.P. Carey Asset Management
relating to
BICO_s Series K Convertible Preferred Stock, including
but not limited to
extending the maturity date of the agreement to
September 1, 2007.
CONTESTED CLAIMS
The Debtor reserves the right to object to any claim,
provided such objection is filed not later than 45 days
after the confirmation date.
RETENTION OF JURISDICTION
The Court will retain jurisdiction of the Chapter 11
Case for the following
purposes:
a. To determine the allowance or disallowance of claims
and interest(s).
b. To fix the allowances of compensation and other
administrative expenses.
c. To determine any and all applications, objections,
adversary proceedings and contested or litigated
matters properly before the Court and pending on the
effective date.
d. To modify the Plan or remedy any defect or omission
or reconcile any
inconsistency in the order of confirmation to the
extent authorized by the code.
e. To enforce provisions of the Plan relating to
payments and distributions to be made to the claimants.
f. For such other matters as may be set forth in the
order of confirmation or post-confirmation order.
MISCELLANEOUS
a. Discharge On the Effective Date, except as
otherwise set forth in
the Plan, promises and obligations of the Debtor to make
payments as provided for in the Plan will be in full and
unconditional settlement, release, discharge and
satisfaction of all claims existing against the Debtor of
any nature whatsoever up to and through the date of
confirmation.
b. Amendment of the Plan The Debtor reserves the right
in accordance
with the code to amend or modify the Plan prior to the
confirmation date. After the confirmation date, the Debtor
may, upon Order of Court in accordance with Section 1127(b)
of the code, remedy any defect or omission or reconcile any
inconsistency in the Plan in such manner as may be necessary
to carry out the intent and purposes of the Plan.
c. Notices Any notices required under the Plan will be
in writing and will
be delivered personally or by facsimile message or by first
class mail to:
i. Any notice to the Debtor should be directed to:
Steven T. Shreve
303 Pitt Building
213 Smithfield Street
Pittsburgh, PA 15222
Phone (412) 281-6555
Facsimile (412) 281-6597
ii. Any notice to the Plan Proponent should be directed
to:
Robert O Lampl
960 Penn Avenue
Suite 1200
Pittsburgh, PA 15222
Phone (412) 392-0330
Facsimile (412) 392-0335
iii. Any notice to a holder of an allowed claim or
allowed interest, at the
address set forth in its allowed proof of claim or proof of
interest or, if none, at its
address set forth in the schedule prepared and filed with
the Court.
d. Cramdown In the event all classes under the Plan do not
accept the
Plan in the requisite majorities, the Debtor will move the
Court to confirm the Plan
notwithstanding the rejection of any class, provided that at
least one class of creditors whose claims are impaired under
the Plan have accepted the Plan. In such event, the Court
will determine whether the Plan can be confirmed
notwithstanding the rejection of the Plan by a class of
creditors pursuant to Section 1129(b) of the Bankruptcy
Code.
e. Section 1145 Exemption The confirmation order will
provide that the
issuance of Common Stock in the Reorganized Debtor will be
exempt from registration requirements in accordance with
Section 1145 of the Bankruptcy Code.
f. Section 1146 Exemption Pursuant to Section 1146(a) of the
Bankruptcy
Code, the issuance, transfer or exchange of any stock,
debenture, bond, note or
warrant will not be subject to any stamp tax, real estate
transfer tax or similar tax.
g. Post-Confirmation Fees, Final Decree The Reorganized
Debtor will be
responsible for payment of any post-confirmation fees due to
the Office of the U.S. Trustee pursuant to 28 U.S.C. Section
1930 and the Reorganized Debtor will be responsible for
administrative costs required, including, but not limited to
legal fees which are necessary to implement the Plan. The
Reorganized Debtor will file applicable post-petition
reports until a final decree is entered. A final decree will
be entered as soon as practicable.
h. Effective Date For purposes of all determinations to be
made
pursuant to the code in respect to the Plan or any claims or
Interests, the effective date of the Plan (Effective Date)
will be 30 days after the confirmation date.
i. Effect of Confirmation On the confirmation date, all of
the provisions
of the Plan will be binding on the Debtor, all claimants,
all creditors and all interest holders and all other parties-
in-interest who are affected (or whose interests may be
affected) in any manner by the Plan except as specifically
provided herein, the Debtor, his agents, servants,
employees, accountants, attorneys will be released and
forever discharged from any and against any and all claims
or rights of creditors of the Debtor of any nature arising
prior to the confirmation date and the rights of creditors
of the Debtor of any nature arising prior to the
confirmation date will be limited to those arising under the
Plan. In addition, upon confirmation, any and all claims of
the Debtor will be retained by, or revert to the Debtor.
Nothing in this Plan will be construed to extinguish
any such claim of the Debtor.
j. Disputed Claims The Debtor reserves the right to object
to the allowance of any claim asserted by any creditor or
claimant by filing an objection to such claim. In such
event, the claim will be treated as a disputed claim under
the Plan. If any objection is filed to only a portion of a
claim, the uncontested portion of the claim
will be treated as an allowed claim and the holder thereof
will receive a distribution on the uncontested portion in
accordance with the applicable provisions of the Plan. The
contested portion will be treated as a disputed claim. Upon
resolution of a disputed claim, the Debtor will make
distribution on any resulting allowed claim.
k. Undeliverable Distributions If any claimant's
distribution is returned
as undeliverable within 90 days, no further distribution
will be made to that claimant until the Debtor is provided,
in writing, claimant_s current address. Any change in a
claimant's address must be reported to the Debtor by the
claimant.
l. Uncashed Checks Any disbursement made to a claimant under
the Plan
which is not negotiated after a period of 90 days from the
date of issuance, may be dishonored by the Debtor and such
failure to negotiate by the claimant will constitute a
waiver of the claim with the funds at issue remaining the
property of the Debtor.
m. Minimum Distributions No distribution in an amount less
than $100.00
will be made by the Debtor under the Plan. Additionally, no
stock will be issued to any claimant for less than 20,000
shares.
Respectfully Submitted,
DATE: 8/3/2004 /s/ ROBERT O LAMPL
ROBERT O LAMPL
PA I.D. # 19809
JOHN P. LACHER
PA I.D. # 62297
Counsel for the Plan Proponent
960 Penn Avenue, Suite 1200
Pittsburgh, PA 15222
(412) 392-0330
DATE: 8\3\2004 /s/STEVEN T. SHREVE
STEVEN T. SHREVE
PA I.D. #59682
Counsel for the Debtor
303 Pitt Building
213 Smithfield Street
Pittsburgh, PA 15222
(412) 281-6555
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE WESTERN DISTRICT OF PENNSYLVANIA
IN RE:
Bankruptcy No. 03-23239-MBM
BICO, INC., f/k/a
Chapter 11
Biocontol Technology, Inc.,
Debtor.
CERTIFICATE OF SERVICE
I, Robert O Lampl and John P. Lacher, hereby certify, that
on the 3rd day of
August, 2004, I served a true and correct copy of the
foregoing SECOND AMENDED JOINT PLAN OF REORGANIZATION upon
the following:
Office of the U.S. Trustee
970 Liberty Center
1001 Liberty Avenue
Pittsburgh, PA 15222
/s/ ROBERT O LAMPL
ROBERT O LAMPL
PA I.D. # 19809
JOHN P. LACHER
PA I.D. # 62297
Counsel for the Plan Proponent
960 Penn Avenue, Suite 1200
Pittsburgh, PA 15222
(412) 392-0330
/s/STEVEN T. SHREVE
STEVEN T. SHREVE
PA I.D. #59682
Counsel for the Debtor
303 Pitt Building
213 Smithfield Street
Pittsburgh, PA 15222
(412) 281-6555