EXHIBIT 2.2
PAUL J. COUCHOT - State Bar No. 131934
CHARLES LIU - State Bar No. 190513
WINTHROP COUCHOT
PROFESSIONAL CORPORATION
3 Civic Plaza, Suite 280
Newport Beach, CA 92660
Telephone: (949) 720-4100
Facsimile: (949) 720-4111
Attorneys for Debtor and Debtor-in-Possession
LEONARD SHULMAN - State Bar 126349
MARK BRADSHAW - State Bar No. 192540
MARSHACK SHULMAN HODGES & BASTIAN LLP
Towne Centre Plaza
26632 Towne Centre Drive, Suite 300
Foothill Ranch, CA 92612
Telephone: (949) 340-3400
Facsimile: (949) 340-3000
Attorneys for Official Committee of Unsecured Creditors
UNITED STATES BANKRUPTCY COURT
CENTRAL DISTRICT OF CALIFORNIA
SANTA ANA DIVISION
|
In re: | Case No. SA 99-18522 RA
|
THE L. L. KNICKERBOCKER CO., INC., a | Chapter 11 Proceeding
California corporation, |
| DEBTOR'S AND COMMITTEE'S THIRD
| AMENDED JOINT CHAPTER 11 PLAN
Debtor and |
Debtor-in-Possession. | DISCLOSURE RESTATEMENT HEARING
| ------------------------------
| DATE: February 15, 2002
| TIME: 10:00 a.m.
| PLACE: Courtroom 6C
| 411 West Fourth Street
| Santa Ana, CA 92701
|
| PLAN CONFIRMATION HEARING
| -------------------------
| DATE: July 12, 2002
| TIME: 3:30 p.m.
| PLACE: Courtroom 6C
| 411 West Fourth Street
| Santa Ana, CA 92701
|
- ----------------------------------------
EXHIBIT 1 - PAGE 12
TABLE OF CONTENTS
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PAGE
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I. INTRODUCTION....................................................... 2
II. DEFINITIONS AND INTERPRETATIONS AND RULES
OF CONSTRUCTION.................................................... 2
A. Definitions................................................ 2
B. Interpretation, Computation of Time and Governing Law...... 9
1. Defined Terms..................................... 9
2. Rules of interpretation........................... 9
3. Time Periods...................................... 10
4. Section Numbers................................... 10
III. CLASSIFICATION OF CLAIMS AND INTERESTS............................. 10
A. Unsecured Claims........................................... 10
B. Interests.................................................. 10
IV. TREATMENT OF CLAIMS AND INTERESTS.................................. 11
A. Unclassified Claims........................................ 11
1. Treatment of Administrative Claims................ 11
2. Treatment of Gap Period Claims.................... 12
3. Treatment of Priority Claims...................... 13
4. Treatment of Priority Tax Claims.................. 13
B. Treatment of Classes of Claims............................. 14
1. Class 1 (Allowed General Unsecured Claims)........ 14
C. Treatment of Classes of Interest and Subordinated Claims... 15
1. Class 2 (Interest Holders)........................ 15
V. MEANS FOR EXECUTION AND IMPLEMENTATION OF
THIS PLAN.......................................................... 15
A. The Liquidating Trust...................................... 15
B. Sale of the Debtor's Stock to RG International............. 16
C. Effective Date Payments.................................... 17
D. Disbursing Agent........................................... 17
E. Retention of Jurisdiction.................................. 18
F Retention and Management of D&O Claims..................... 18
G. Claims Litigation.......................................... 22
H. Inconsistencies between Plan and Bylaws.................... 22
VI. EXECUTORY CONTRACTS................................................ 22
EXHIBIT 1 - PAGE 13
PAGE
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VII. EFFECT OF CONFIRMATION OF PLAN..................................... 23
A. Discharge................................................. 23
B. Revesting of Property in the Debtor....................... 24
C. Modification of Plan...................................... 24
D. Post-Confirmation Conversion/Dismissal.................... 24
E. Final Decree.............................................. 25
EXHIBIT 1 - PAGE 14
I.
INTRODUCTION
------------
The L. L. Knickerbocker Co. Inc., a California corporation, the debtor
and debtor-in-possession herein (the "Debtor") and its Official Committee of
Unsecured Creditors (the "Committee"), propose this Third Amended Joint Chapter
11 Plan (the "Plan") for the resolution of the Debtor's outstanding Creditor
Claims and Equity Interests. Reference is made to the Debtor's and Committee's
Second Amended Joint Disclosure Statement as Modified in Open Court on 2'15'02
("Disclosure Statement") and separate Motion for Order Modifying Debtor's and
Committee's Second Amended Chapter 11 Plan as Modified in Open Court on 2'15'02
(the "Modification Motion") for further discussion of the Debtor's history,
business, assets, and financial information, and for a summary of this Plan and
certain related matters.
All holders of Claims and Equity Interests are encouraged to read this
Plan, the Disclosure Statement, and the Modification Motion in their entirety
before voting to accept or reject this Plan. No materials, other than the
Disclosure Statement and the exhibits and schedules attached thereto or
referenced therein, have been approved by the United States Bankruptcy Court for
the Central District of California for use in soliciting acceptances or
rejections of this Plan.
II.
DEFINITIONS AND INTERPRETATIONS
-------------------------------
AND RULES OF CONSTRUCTION
-------------------------
A. DEFINITIONS
-----------
In addition to such other terms as are defined in other sections of the
Plan and the Disclosure Statement, the following terms (which appear in the Plan
and the Disclosure Statement as capitalized terms) have the following meaning as
used in the Plan and Disclosure Statement.
1. "ADMINISTRATIVE CLAIM" means a Claim for costs and expenses of
administration allowed under Section 503(b) of the Bankruptcy Code and referred
to in Section 507(a)(1) of the Bankruptcy Code, including, without limitation:
(a) the actual and necessary costs and expenses incurred after the Petition Date
of preserving the Estate and operating the business of the Debtor (such as
wages, salaries or commissions for services); (b) compensation for legal,
financial
EXHIBIT 1 - PAGE 15
advisory, accounting and other services and reimbursement of expenses awarded or
allowed under Sections 330(a) or 331 of the Bankruptcy Code: and (c) all fees
and charges assessed against the Estate under 28 U.S.C. ss. 1930.
2. "ALLOWED ADMINISTRATIVE CLAIM" means an Administrative Claim allowed
pursuant to Sections 503(b) or 507(b) of the Bankruptcy Code."
3. "ALLOWED CLAIM" means a Claim against the Debtor to the extent
that -
a. a Proof of Claim
(1) was timely filed; or
(2) is deemed filed under applicable law or by reason
of an order of the Bankruptcy Court; and
b. (1) the Debtor or Reorganized Debtor does not file an
objection within a time fixed by the Bankruptcy Court
and the Claim is not otherwise a Disputed Claim (but
only to the extent that such Claim is not a Disputed
Claim);
(2) the Claim is allowed (and only to the extent
allowed) by a Final Order; or
(3) the Claim is allowed under the Plan.
4. "ALLOWED AMOUNT" means the amount of any Claim against the Debtor
determined in accordance with Sections 502 and 506(a) of the Bankruptcy Code and
any other applicable section of the Bankruptcy Code, and recognized by the
Debtor as valid or allowed by final order of the Court, except to the extent
described or defined otherwise herein.
5. "ALLOWED PRIORITY CLAIM" means an Allowed Claim entitled to priority
pursuant to Sections 507(a)(3), (4) or (6) of the Bankruptcy Code.
6. "ALLOWED SECURED CLAIM" means an Allowed Claim secured by a lein,
security interest or other charge against the property in which the Estate has
an interest, or which is subject to set-off under Section 553 of the Bankruptcy
Code, to the extent of the value, determined in accordance with Section 506(a)
of the Bankruptcy Code, of the interest of the holder of such
EXHIBIT 1 - PAGE 16
secured Claim in the Estate's interest in such property, or to the extent of the
amount subject to any set-off, as the case may be.
7. "ALLOWED CLASS CLAIM" means an Allowed Claim in the particular Class
described.
8. "APPROVAL DATE" means the date on which an order approving the
Disclosure Statement, or an amended version thereof, is entered by the clerk on
the Court's docket.
9. "ASSUMED LIABILITIES" means the Debtor's liabilities specifically
assumed by Marian as part of the Sale to Marian.
10. "AVOIDANCE ACTION" means any action which is filed or which may be
filed pursuant to the provisions of Sections 510, 542, 543, 544, 545, 547, 548,
549, or 550 of the Bankruptcy Code, any actions based on applicable
non-bankruptcy law that may be incorporated or brought under the foregoing
sections of the Bankruptcy Code, or any other similar action or proceeding filed
to recover property for or on behalf of the Estate or to avoid a lien or
transfer.
11. "BANKBOSTON" means BankBoston, N.A., now known as FleetBoston, the
former holder of a purportedly valid perfected first priority lien against
substantially all of the Debtor's assets. BankBoston's interest in the Debtor
was subsequently assigned to Republic, as defined below.
12. "BANKRUPTCY CODE" OR "CODE" means Title 11 of the United States
Code, as now in effect or hereafter amended. All citations in the Plan to
section numbers are to the Code unless otherwise expressly indicated.
13. "BANKRUPTCY COURT" OR "COURT" means the United States Bankruptcy
Court for the Central District of California or, if such court ceases to
exercise jurisdiction over the Reorganization Case, such court or adjunct
thereof that exercises jurisdiction over the Reorganization Case in lieu of the
United States Bankruptcy Court for the Central District of California.
14. "BANKRUPTCY RULES" OR "RULES" means, collectively (a) the Federal
Rules of Bankruptcy Procedure and (b) the Local Bankruptcy Rules for the United
States Bankruptcy Court for the Central District of California, as now in effect
or hereafter amended.
EXHIBIT 1 - PAGE 17
15. "BAR DATE" means the last date for filing unscheduled claims,
claims that differ from the scheduled claims, or claims scheduled as disputed,
contingent, or unliquidated, which has been set by the Court to be May 27, 2000.
If additional creditors are discovered, the Debtor may serve such creditor(s)
with a supplemental notice advising that the Bar Date was set by the Court, and
that said creditor(s) must file a proof of claim within sixty (60) days from the
date of service of the supplemental notice.
16. "BUSINESS DAY" means any day, other than a Saturday, Sunday or
"legal holiday" (as defined in Bankruptcy Rule 9006(a)).
17. "CASE" means the within Chapter 11 proceeding, known as Case No.
99-18522 RA, pending before the United States Bankruptcy Court, Central District
of California.
18. "CLAIM" means any right to payment, whether or not such right is
reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, legal, equitable, secured or unsecured; or, a right to an
equitable remedy for breach of performance if such breach gives rise to a right
to payment, whether or not such right is an equitable remedy or is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, secured or unsecured.
19. "CLAIMANTS" OR "CREDITORS" means persons or entitles holding
Allowed Claims.
20. "CLASS" means any grouping into which Allowed Claims and Interests
are classified pursuant to Article III of the Plan.
21. "Closing Date" means October 9, 2001, the date the Sale of
substantially all of the Debtor's assets to Marian closed.
22. "COMMITTEE" means the Official Committee of Unsecured Creditors in
this case.
23. "CONFIRMATION" means the entry by the Bankruptcy Court of the
Confirmation Order.
24. "CONFIRMATION DATE" means the date on which the Bankruptcy Court
enters the Confirmation Order on the Court docket.
25. "CONFIRMATION ORDER" means the order of the Bankruptcy Court
confirming the Plan under Section 1129 of the Bankruptcy Code.
EXHIBIT 1 - PAGE 18
26. "CONVERSION DATE" means December 7, 1999, which is the date the
Court entered the Debtor's Consent to Entry of Order for Relief and Election to
Convert to Chapter 11.
27. "CREDITOR" means any person or entity holding an Allowed Claim or
Claims against the Debtor.
28. "D&O AUDITOR CLAIMS" means claims against the Debtor's current and
former officers and directors, D&O insurance and auditors. D&O Auditor Claims
include claims related to the principal and interest of a $750,000 loan due and
owing to the Company by Mr. Louis L. Knickerbocker and potential claims against
officers and directors giving rise to such loan and in the administration of
such loan.
29. "DEBTOR" means The L.L. Knickerbocker Co., Inc., the debtor and
debtor-in-possession in this Chapter 11 Case.
30. "DISBURSING AGENT" means the Liquidating Trustee.
31. "DISCLOSURE STATEMENT" means this Joint Disclosure Statement for
Debtor's and Committee's Joint Chapter 11 Plan of Reorganization prepared by the
Debtor and the Committee as required by Section 1125 of the Bankruptcy Code and
approved by an Order of the Bankruptcy Court.
32. "DISPUTED CLAIM" means a Claim as to which a proof of claim has
been Filed or deemed Filed under applicable law, as to which an objection has
been or may be timely Filed by the Debtor or Reorganized Debtor and which
objection, if timely Filed, has not been withdrawn on or before any date fixed
for Filing such objections by the Plan or Order of the Bankruptcy Court and has
not been overruled or denied by a Final Order.
33. "EFFECTIVE DATE" means ten (10) days after the date that the
Confirmation Order becomes a Final Order or the following Business Day if the
tenth day falls on a weekend or legal holiday (as defined in Bankruptcy Rule
9006(a))
34. "EQUITY SECURITY" OR "INTEREST" means a stock or equity interest in
the Debtor.
35. "EQUITY SECURITY HOLDER" OR "INTEREST HOLDER" means a holder of an
Equity Security or Interest in the Debtor or an individual or entity that was
contractually entitled to hold an interest but was not issued such interest.
EXHIBIT 1 - PAGE 19
36. "ESTATE" means the estate created in the Chapter 11 Case for the
Debtor under Section 541 of the Bankruptcy Code.
37. "FILE" OR "FILED" means filed with the Bankruptcy Court in the
Chapter 11 Case.
38. "FINA1 ORDER" means an order or judgment of the Bankruptcy Court,
or other court of competent jurisdiction, as entered on the Court's docket,
which has not been reversed, stayed, modified or amended, and as to which (i)
the time to appeal or seek certiorari has expired and no appeal or petition for
certiorari has been timely filed, or (ii) any appeal that has been or may be
taken or any petition for certiorari that has been or may he filed has been
resolved by the highest court to which the order or judgment was appealed or
from which certiorari was sought.
39. "GAP PERIOD" means the period of time from the Petition Date to the
Conversion Date, specifically August 23, 1999 to December 7, 1999.
40. "LLK THAILAND" means the Debtor's former subsidiary The L.L.
Knickerbocker (Thai) Company Limited and its subsidiaries including Harlyn
International, Ltd.
41. "LIQUIDATING TRUST" means the trust which will be created upon the
Effective Date and out of which the distributions to Creditors will be paid.
42. "LIQUIDATING TRUSTEE" means the trustee of the Liquidating Trust,
which will be John M. Wolfe, or any other Committee designee.
43. "MARIAN" means Marian LLC, the purchaser of substantially all of
the Debtor's assets.
44. "MARIAN NOTE" means the promissory note to be issued by Marian to
the Committee as partial consideration for the Sale of substantially all of the
Debtor's assets to Marian.
45. "ORDER" means an order or judgment of the Bankruptcy Court as
entered on its docket.
46. "PEC" means Pure Energy Corporation, a corporation in which the
Debtor owned shares of preferred stock which were sold or distributed during
this Chapter 11 case.
47. "PERSON" means any individual, corporation, general partnership,
limited partnership, association, joint stock company, joint venture, estate,
trust, government or any political subdivision, governmental unit (as defined in
the Bankruptcy Code) or official committee appointed by the United States
Trustee.
EXHIBIT 1 - PAGE 20
48. "PETITION DATE" means the date, August 23, 1999, upon which certain
petitioning creditors filed their involuntary Chapter 7 petition with the Court.
49. "PLAN" means the Debtor's and the Committee's Joint Chapter 11 Plan
for the Debtor in this Case and all exhibits and schedules annexed thereto or
referred to therein, as the same may be amended, modified, or supplemented from
time to time and any amendment or modification thereof.
50. "POST-CONFIRMATION COMMITTEE" means the Committee following the
Confirmation Date. The role of the Post-Confirmation Committee shall be limited
primary to advising the Liquidating Trustee, appointing a replacement
Liquidating Trustee if necessary, and commenting as appropriate on claims.
51. "PRIORITY TAX CLAIM" means an Allowed Claim for an amount entitled
no priority under section 507(a)(8) of the Bankruptcy Code.
52. "REORGANIZED DEBTOR" means the Debtor, on and after the
Confirmation Date.
53. "REPUBLIC" means Republic Credit Corporation, the former secured
creditor of the Debtor pursuant to an assignment from BankBoston.
54. "RETAINED ASSETS" means the Debtor's assets that were not part of
the Sale to Marian: (i) 1,000 shares of PEC stock being held for the Debtor's
debenture holders, (ii) all claims of the Debtor's Estate against the Debtor's
former and current officers and directors and related insurance policies and
proceeds, including claims related to the principal and interest due on a
certain $750,000 loan due and owing to the Debtor from Mr. Louis Knickerbocker,
(iii) the Debtor's estate's avoidance actions; and (iv) the Debtor's stock which
also includes the stock of the Debtor's subsidiary Georgetown Collection and
Georgetown Collection's subsidiary Magic Attic Press.
55. "RG" means RG International Limited, the Debtor's sourcing agent
and potential acquirer of equity in the Reorganized Debtor through a stock sale.
[The acquisition is conditional on the Confirmation Order containing the
required clauses.]
56. "SALE" means the sale of substantially all of the Debtor's assets
to Marian approved by the Bankruptcy Court on September 4, 2001 and which closed
on October 9, 2001.
EXHIBIT 1 - PAGE 21
57. "SCHEDULED" means as set forth on the Schedules of Asset and
Liabilities on file with the Bankruptcy Court.
58. "SCHEDULES OF ASSETS AND LIABILITIES" means the Schedules of Assets
and Liabilities filed by the Debtor with the Bankruptcy Court, as the same have
been or may be amended from time to time prior to the Effective Date.
59. "SECURED CLAIM" means any Claim that is secured by a lien on
property in which the Estate has an interest or that is subject to setoff under
Section 553 of the Bankruptcy Code.
60. "SECURED CREDITOR" means the holder of an Allowed Secured Claim.
61. "UNCLASSIFIED CLAIMS" means the Allowed Amount of: (i) all
administrative expenses of the Debtor's Chapter 11 Case, allowed pursuant to
Section 503(b) of the Bankruptcy Code, and (ii) all allowed, unsecured Claims
entitled to priority pursuant to Section 507(a)(1), (2), (3), (4) and (6) of the
Bankruptcy Code for wages, salaries, vacation, severance, sick pay or
commissions.
62. "UNSECURED CLAIMS" means the Allowed Amounts of those Claims
against the Debtor for which there are no assets of the Debtor serving as
security, but not including any priority Claims.
63. "UNSECURED CREDITORS" means Creditors holding allowed, unsecured
Claims against the Debtor for which there arc no assets of the Debtor serving as
a security, but not including priority Claims.
B. INTERPRETATION, COMPUTATION OF TIME AND GOVERNING LAW.
------------------------------------------------------
1. DEFINED TERMS.
Any term used in the Plan that is not defined in the Plan, either in
Article II, Section A (Definitions) or elsewhere, but that is used in the
Bankruptcy Code or the Bankruptcy Rules has the meaning assigned to that term in
the Bankruptcy Code or the Bankruptcy Rules.
2. RULES OF INTERPRETATION.
For purposes of the Plan: (a) whenever from the context it is
appropriate, each term, whether stated in the singular or the plural, shall
include both the singular and the plural: (b) any reference in the Plan to a
contract, instrument, release or other agreement or document being in a
particular form or on particular terms and conditions means that such document
shall be
EXHIBIT 1 - PAGE 22
substantially in such form or substantially on such terms and conditions: (c)
any references in the Plan to an existing document or Exhibit Filed or to be
Filed means such document or Exhibit, as it may have been or may be amended,
modified or supplemented; (d) unless otherwise specified in a particular
reference, all references in the Plan to Sections, Articles and Exhibits are
references to Sections, Articles and Exhibits of or to the Plan; (e) the words
"herein," "hereof," "hereto," "hereunder" and others of similar import refer to
the Plan in its entirety rather than to only a particular portion of the Plan;
(f) captions and headings to Articles and Sections are inserted for convenience
of reference only and are not intended to be a part of or to affect the
interpretation of the Plan; and (g) the rules of construction set forth in
Section 102 of the Bankruptcy Code shall apply.
3. TIME PERIODS.
In computing any period of time prescribed or allowed by the Plan, the
provisions of Bankruptcy Rule 9006(a) shall apply.
4. SECTION NUMBERS.
References in this Plan and the Disclosure Statement to a Code section
are references to the United States Bankruptcy Code (Title 11 of the United
States Code) except as otherwise indicated.
III.
CLASSIFICATION OF CLAIMS AND INTERESTS
--------------------------------------
A. UNSECURED CLAIMS
----------------
CLASS 1: All Allowed Unsecured Claims, excluding Debenture
Holders and Subordinated Claims.
B. INTERESTS
CLASS 2: The Allowed Interests of the Debtor's Interest
Holders.
EXHIBIT 1 - PAGE 23
IV.
TREATMENT OF CLAIMS AND INTERESTS
---------------------------------
A. UNCLASSIFIED CLAIMS
-------------------
Certain types of Claims are not placed into voting Classes; instead
they are unclassified. They are not considered impaired and they do not vote on
the Plan because they are automatically entitled to specific treatment provided
for them in the Bankruptcy Code. As such, the Debtor has not placed the
following Claims in a Class.
1. TREATMENT OF ADMINISTRATIVE CLAIMS
(a.) General Provisions
------------------
Administrative Claims are claims relating to the
expenses of administering the Debtor's Chapter 11 case. Pursuant to the Code,
all Allowed Administrative Claims shall be paid on the Effective Date, either by
Marian or the Debtor, unless a particular claimant agrees to a different
treatment. As part of the Sale, Marian assumed all of the Debtor's Allowed
Administrative Claims, including post-petition accounts payable, "cure" payments
under assumed executory contracts, and the Debtor's professional fees, which
will be paid first from the Estate's portion of the LLK Thailand Sale (except
for trade debt incurred in the ordinary course of business). If any Allowed
Administrative Claim remains unpaid after the proceeds of the Estate's portion
of the LLK Thailand Sale are exhausted, Marian will pay such Allowed
Administrative Claim over time in monthly installments over 180 days from the
Closing Date of the Sale in accordance with the priorities under the Bankruptcy
Code or pursuant to agreement between the parties. Marian will pay
Administrative Claims for trade debt incurred in the ordinary course of business
over time in monthly installments over 18O days from the Closing Date of the
Sale or pursuant to agreement between the parties. Accordingly, the Debtor does
not believe it will owe any Allowed Administrative Claims on the Effective Date.
Payment on an Administrative Claim will not be made until such payment would
have become due in the ordinary course of the Debtor's business or under the
terms of the Claim in the absence of the Reorganization Case.
(b.) Payment of Statutory Fees
-------------------------
EXHIBIT 1 - PAGE 24
On or before the Effective Date, all fees payable
pursuant to 28 U.S.C. ss. 1930, as determined by the Bankruptcy Court at the
hearing on Confirmation, shall be paid in cash.
(c.) Bar Date For Administrative Claims
----------------------------------
(1) GENERAL PROVISIONS
Requests for payment of Administrative
Claims must be Filed no later than sixty (60) days after the Confirmation Date.
In addition to the Debtor, the Post-Confirmation Committee, and the Liquidating
Trust, Marian shall have standing to object to any Administrative Claim. Holders
of Administrative Claims (including, without limitation, professionals
requesting compensation or reimbursement of expenses, the holders of any Claims
for federal, state or local taxes, holders of non-tax liabilities incurred in
the ordinary course of business by the Debtor after the Conversion Date and
holders of cure payments for assumed contracts or contracts assumed as modified)
that are required to File a request for payment of such Claims and that do not
File such requests by the applicable bar date shall be forever barred from
asserting such Claims against the Debtor, the Debtor in Possession, the
Reorganized Debtor, or any of their respective property.
(2) PROFESSIONALS
All professionals or other entities
requesting compensation or reimbursement of expenses pursuant to Sections 327,
328, 330, 331, 503(b) and 1103 of the Bankruptcy Code for services rendered
before the Effective Date (including, without limitation, any compensation
requested by any professional or any other Person for making a substantial
contribution in the Reorganization Case) shall File and serve on the Reorganized
Debtor an application for final allowance of compensation and reimbursement of
expenses no later than thirty (30) days after the Effective Date.
2. TREATMENT OF GAP PERIOD CLAIMS
Gap Period Claims arc claims relating to the Debtor's
operations from the Petition Date to the Conversion Date. Pursuant to the Code,
all allowed Gap Period Claims shall be paid on the Effective Date, either by
Marian or the Debtor, unless the particular claimant agrees to a
EXHIBIT 1 - PAGE 25
different treatment. As part of the Sale, Marian assumed all of the Debtor's
Allowed Gap Period Claims, which will be paid first from the Estate's portion of
the LLK Thailand Sale. If any Allowed Gap Period Claim remains unpaid after the
proceeds of the Estate's portion of the LLK Thailand Sale are exhausted, Marian
will pay such Allowed Gap Period Claims over time in monthly installments over
180 days from the Closing Date of the Sale in accordance with the priorities
under the Bankruptcy Code. Accordingly. the Debtor does not believe it will owe
any Allowed Gap Period Claims on the Effective Date. In addition to the Debtor,
the Post-Confirmation Committee, and the Liquidating Trust, Marian shall have
standing to object to any Gap Period Claim. The Allowed Gap Period Claims
consists primarily of operational expenses incurred during the Gap Period.
3. TREATMENT OF PRIORITY CLAIMS
Certain claims entitled to priority under Code section 507(a)
are required to be paid on the Effective Date. As part of the Sale, Marian
assumed the Debtor's Allowed Priority Claims. The Debtor is presently unaware of
the existence of any Allowed Priority Claims. However. in the event such a
liability exists, such claims will he paid by either Marian or the Debtor on the
Effective Date. In addition to the Debtor, the Post-Confirmation Committee, and
the Liquidating Trust, Marian shall have standing to object to any Priority
Claim. If any Allowed Priority Claims remain unpaid after the proceeds of the
Estate's portion of the LLK Thailand Sale are exhausted, Marian will pay such
Allowed Priority Claims over time in monthly installments over 180 days from the
Closing Date of the Sale in accordance with the priorities under the Bankruptcy
Code or pursuant to agreement between the parties.
4. TREATMENT OF PRIORITY TAX CLAIMS
Priority tax claims are certain unsecured income, employment
and other taxes set forth in Code section 507(a)(8). The Code requires that each
holder of an Allowed Priority Tax Claim receive the present value of such claim
in deferred cash payments, over a period not exceeding six (6) years front the
date of the assessment of such tax. As part of the Sale, Marian assumed the
Debtor's Allowed Priority Claims. The Debtor is presently unaware of the
existence of any pre-petition priority tax claims. However, in the event such a
liability exists, such claims will be paid
EXHIBIT 1 - PAGE 26
by either Marian or the Debtor on the Effective Date. In addition to the Debtor,
the Post-Confirmation Committee, and the Liquidating Trust, Marian shall have
standing to object to any Priority Tax Claim. However, in the event such a
liability exists, except as otherwise agreed to by Marian and the applicable
taxing agency, Marian shall pay each holder of an Allowed Priority Claim for
taxes of the kind specified in Bankruptcy Code section 507(a)(8), deferred cash
payments over a period not exceeding six years from the date of assessment of
such Claim, in an aggregate amount equal to the amount of such Allowed Claim,
plus interest from the Effective Date on the unpaid portion of such Allowed
Claim (without penalty of any kind) at the rate prescribed below. The payment of
the amount of each such Allowed Claim shall be made in equal semiannual
installments with the first installment due on the latest of: (i) the Effective
Date, (ii) thirty (30) calendar days after the date on which an order allowing
such Claim becomes a Final Order, and (iii) such other time or times as may be
agreed to by the holder of such Claim and Marian. Each installment shall include
simple interest on the unpaid portion of such Allowed Claim, without penalty of
any kind, at the statutory rate of interest provided for such taxes under
applicable nonbankruptcy law; PROVIDED, HOWEVER, that Marian reserves the right
to pay any Priority Tax Claim, or any remaining balance of such Claim, in full,
at any time on or after the Effective Date, without premium or penalty.
B. TREATMENT OF CLASSES OF CLAIMS
------------------------------
1. CLASS 1 (ALLOWED GENERAL UNSECURED CLAIMS)
------------------------------------------
Class 1 is impaired under the Plan. Allowed Class 1 Claims
shall not include post-petition interest, penalties, fees or costs. Holders of
Allowed Class 1 Claims shall receive the following treatment on the Effective
Date in exchange for and in satisfaction of their Allowed Claim:
a. Their pro-rate membership interest in the assets of the
Liquidating Trust, up to the allowed amount of their claims,
consisting of the following assets:
i. The Marian Note, including the P1K Note(s) as
adjusted;
ii. 5% Equity interest in the Reorganized Debtor;
EXHIBIT 1 - PAGE 27
iii. All net proceeds, if any, of any alleged claims
against the Debtor's current officers and directors
and D&O insurance and auditors, if any (the "D&O
Auditor Claims"); and
iv. All Estate litigation recoveries, if any.
b. Distributions on account of Allowed Claim 1 Claims shall be
made as described in the Liquidating Trust Agreement.
C. TREATMENT OF CLASSES OF INTERESTS AND SUBORDINATED
--------------------------------------------------
CLAIMS
------
1. CLASS 2 (INTEREST HOLDERS)
--------------------------
The holders of Allowed Class 2 Interests are impaired
under the Plan. The Equity Security Holders' interests will be cancelled on the
Effective Date. The Equity Security Holders will receive a 5% equity interest in
the Reorganized Debtor as part of the sale of the Reorganized Debtor's stock to
RG.
V.
MEANS FOR EXECUTION AND IMPLEMENTATION OF THIS PLAN
---------------------------------------------------
A. THE LIQUIDATING TRUST
---------------------
The Liquidating Trust will be created on the Effective Date which will
hold and distribute the Retained Assets on behalf of the Estate. The Liquidating
Trust shall be administered John M. Wolfe, the Liquidating Trustee selected by
the Committee. All payments to Creditors as set forth in the Plan will be made
out of the Liquidating Trust except for payments on account of Allowed
Administrative Claims, Allowed Gap Period Claims, and Allowed Priority Claims,
which will be paid either by Marian or the Debtor as discussed in the preceding
sections.
The Liquidating Trustee shall be the Estate representative for purposes
of prosecuting D&O Auditor Claims and any Avoidance Action. Any recovery from
the D&O Auditor Claims or any Avoidance Action after payment of attorneys' fees
and costs shall he deposited into the Liquidating Trust for distribution
according to this Plan. The recovery of potential claims against the Debtor's
officers and directors shall be limited exclusively to proceeds from any
applicable insurance policies assuming such officers and directors comply with
the conditions of an agreement reached with the Committee. The Liquidating
Trustee shall be authorized to retain and
EXHIBIT 1 - PAGE 28
pay professional fees after the Effective Date without order of the Court;
provided, however, that the Court shall retain jurisdiction to resolve any
dispute relating to professional fees. The Liquidating Trust's legal fees shall
he paid solely from the assets of the Liquidating Trust. The Liquidating Trust
need not obtain Bankruptcy Court approval of the fees and expenses of counsel to
the Liquidating Trust unless such approval is sought by a party-in-interest.
Upon the Confirmation Date, the Post-Confirmation Committee will act
primarily to advise the Liquidating Trustee when necessary, and to elect a
successor Liquidating Trustee if necessary. The Post-Confirmation Committee and
the Liquidating Trust shall exist at no cost to the Reorganized Debtor, unless
there is a Plan default, in which case the Post-Confirmation Committee and the
Liquidating Trust shall be entitled to be reimbursed for reasonable attorneys'
fees upon a finding of a default.
B. SALE OF THE DEBTOR'S STOCK TO RG INTERNATIONAL
----------------------------------------------
The majority of the stock of the Reorganized Debtor will be sold to RG
International Ltd. ("RG"), or RG's designee or assignee, in exchange for a
waiver of any claims held by RG against the Debtor's estate except for a $60,000
Administrative Claim which shall he deemed to be an Allowed Administrative Claim
(the "Proposed RG Stock Acquisition"). The essential terms of the Proposed RG
Stock Acquisition is as follows:
1. Upon the Effective Date or as soon as practicable thereafter, the
stock of the Reorganized Debtor will be distributed as follows:
RG (or its designee or assignee) 90%
Liquidating Trustee (Unsecured Creditors) 5%
Present Equity Security Holders 5%
2. In exchange for 90% of the stock of the Reorganized Debtor, RG shall
waive and release any and all claims it has against the Debtor's estate
including, without limitation, pre-petition unsecured claims, post-petition
administrative claims and any equity interest it or its principals hold in the
Debtor; provided, however, that RG shall retain an Allowed Administrative Claim
in the amount of $60,000.
EXHIBIT 1 - PAGE 29
3. The corporate books and records of the Debtor shall be transferred
to RG or its designee or assignee.
4. Other than the stock of the Reorganized Debtor, and related
corporate books and records, no other Estate assets would be transferred to RG
(or its assignee or designee).
5. RG's offer is expressly conditioned upon the entry of a final order
of the bankruptcy court confirming a plan of reorganization which provides for:
(a) a discharge of the reorganized debtor under 11 U.S.C. ss. 1141; (b) a
finding that the issuance of the stock of the reorganized debtor through the
Plan is exempt from state and federal securities laws as provided in 11 U.S.C.
ss. 1145; (c) exonerating RG and its designee or assignee (if any) from any
obligation to actually use the Reorganized Debtor to expand the business of RG
or its designee or assignee or to relist the stock of the Reorganized Debtor for
trading, and (d) exempting RG and its designee or assignee from any liability to
the Liquidating Trustee, Unsecured Creditors or Equity Security Holders arising
out of any decision by RG or its designee or assignee not to cause the
Reorganized Debtor to engage in future business or not to re-list the stock of
the Reorganized Debtor for trading.
6. Even though neither the Debtor nor RG believe any such claims exist,
nevertheless the Debtor shall waive any and all claims and causes of action (if
any) that the Estate may have against RG including, without limitation, any pre
and post-petition claims and any claims arising under the United States
Bankruptcy Code.
C. EFFECTIVE DATE PAYMENTS
-----------------------
Marian or the Debtor shall pay all Allowed Administrative, Gap Period,
and Priority Claims on the Effective Date unless the claimant agrees otherwise.
As part of the Sale, Marian assumed the Debtor's Allowed Administrative, Allowed
Gap Period, and Allowed Priority Claims. Accordingly, the Debtor believes it
will owe no payments on the Effective Date.
D. DISBURSING AGENT
----------------
The Debtor shall act as the disbursing agent for the purpose of making
all distributions provided for under the Plan prior to the Effective Date and
the Liquidating Trustee shall act the disbursing agent after the Effective Date.
EXHIBIT 1 - PAGE 30
E. RETENTION OF JURISDICTION
-------------------------
The Court will retain jurisdiction to the extent provided by law.
F. RETENTION AND MANAGEMENT OF D&O CLAIMS
--------------------------------------
As previously discussed, the Sale to Marian did not include the
Retained Assets which includes the D&O/Auditor Claims against the Debtor's
current and former officers and directors. The Debtor has and shall continue to
use good faith efforts to preserve all claims, demands, and causes of action of
the Estate against its current and former officers and directors and their
auditors. The Committee has agreed that it will prosecute such D&O/Auditor
Claims and any other claims it wishes to pursue at no cost to the Debtor. The
Debtor and the Committee have agreed that the Committee is better able to pursue
these claims on behalf of the Estate and have signed a stipulation which further
authorizes the Committee to bring pursue such claims. After the Confirmation
Date, the Liquidating Trustee will pursue D&O Auditor Claims, Avoidance Actions
and other claims on behalf of the Estate. Plan Confirmation shall constitute
additional authority for the Committee and the Liquidating Trustee to pursue the
D&O Auditor Claims, Avoidance Actions and similar claims on behalf of the
Estate.
On or about January 18, 2002, the Committee, in order to preserve such
claims for the benefit of the Estate, filed a complaint in the Orange County
Superior Court against the Debtor's current and former directors Louis
Knickerbocker, Anthony Shutts, Gerald Margolis, Rene Alvarez, William Black, and
Tamara Knickerbocker setting forth seven causes of action: conversion, money had
and received, money lent, money paid, negligence, breach of fiduciary duty, and
indemnity and contribution. Additionally, the Committee is currently negotiating
with derivative plaintiffs (individuals who own stock in the Debtor) for
purposes of initiating derivative claims against the Debtor and its officers and
directors. The Committee anticipates having that matter filed within the next
few weeks. Confirmation of the Plan shall constitute retroactive approval of the
filing of this complaint and the employment of counsel, as well as the terms of
Paragraphs 15 a-c of the Term Sheet as modified herein. The proposed terms of
the employment of the Committee's litigation counsel are attached hereto as
Exhibit "4."
EXHIBIT 1 - PAGE 31
The officers and directors were entitled to protection from collection
of any personal liability to them in exchange for their cooperation in the above
described litigation (the "Safe Harbor") pursuant to paragraphs 15 a-c of a
certain term sheet executed by and between the Debtor and the Committee in or
around March 2001 (the "Term Sheet") Paragraphs 15 a-c of the Term Sheet were
incorporated by reference in the Asset Purchase Agreement approved by the Court
on September 4, 2001 as part of the Sale to Marian. A copy of the Term Sheet is
attached hereto as Exhibit "2" and the Debtor and Committee seek to reaffirm the
agreement contained in Paragraphs 15 a-c of the Term Sheet through Confirmation
of the Plan. As previously discussed, the Term Sheet was created to memorialize
the terms of a prior plan of reorganization that was never filed. Accordingly,
the only provisions of the Term Sheet that are still "valid" are Paragraphs 15
a-c of the Term Sheet, which have survived because they were incorporated by
reference in the Marian Sale. With respect to the Safe Harbor, the Debtor and
the Committee agreed through the Term Sheet that:
a. In the event certain conditions set forth below are met,
the Committee covenants and agrees that it will not pursue collection
of any settlement or judgment from the assets of any individual officer
or director who elects to comply with the requirements set forth below
("Covenant Not to Execute Agreement" or "Non-Recourse Agreement"). The
Committee may recover said settlement and/or judgment (if any) from any
other source, including, but not limited to, any insurance policies
procured by the Debtor or the individual officers and directors. If and
only if the Claims are not accepted by the Debtor's D&O carrier without
reservation, then the Committee may pursue any insurance policy
obtained by the individual officers or directors that have sought the
protection of the covenant not to execute, but the Committee shall
continue to be prohibited from pursuing any other personal assets of
the officers and directors that have sought the protection of the
covenant not to execute.
b. The Covenant Not to Execute Agreement is expressly
conditioned upon the following events occurring; (1) prior to the
Plan's Effective Date, the Debtor shall be responsible for renewing
and maintaining all current D&O and CGL policies of insurance.
EXHIBIT 1 - PAGE 32
and shall increase limits of coverage as deemed appropriate, however,
in no event may the Debtor decrease the limit of any current policy of
insurance. Thereafter, the Committee shall be responsible for paying
the premiums related to the D&O and CGL policies of insurance at the
sole expense of the Committee. However, the Committee's
responsibilities for renewing and paying such policies and premiums is
not a condition precedent for the Covenant Not to Execute; (2) the
Debtor shall place all existing carriers on notice of the threatened
claims, i.e., tender the claims, prior to February 23, 2001; (3) the
Debtor shall obtain and deliver an original copy of a tolling agreement
executed by every current and former officer and director of the Debtor
who seeks to have the protection of the covenant not to execute prior
to the hearing on any Plan Confirmation or Disclosure Statement (a form
acceptable to Committee has already been delivered to Debtor's
counsel); and (4) the Debtor shall obtain and deliver an original
executed copy of a general assignment of rights as to any and all
claims each officer and/or director who seeks the protection of the
covenant not to execute may have as against any carrier that has issued
a policy of insurance to the Debtor or the individual. However, the
assignment shall only become effective in the event the carrier
issues a denial of coverage letter in response to any tender.
c. The Committee is only authorized to retain an attorney to
prosecute (if it so chooses to prosecute) the D&O/Auditor Claims, if
any, on a contingency fee basis, including costs. Moreover, the
Committee (or its designated representative) agrees to meet with Mr.
Simpson to discuss the potential claims in advance of any lawsuit being
filed, unless such filing is necessary to preserve the applicable
statute of limitations. All of the foregoing rights, interests, and
responsibilities of the Committee shall be assigned to the Liquidating
Trust on the Effective Date. The premise for offering the original Safe
Harbor contained in the Term Sheet to the officers and directors was
the desire by the Committee to create an incentive for the officers and
directors to cooperate in providing information regarding the
potential claims and to ensure that existing liability insurance was
maintained. The Committee has satisfied itself that the information
provided and the amount of existing and
EXHIBIT 1 - PAGE 33
potential coverage renewed and/or maintained can be more than a fair
and adequate trade off for the potential of obtaining judgments against
the individual officers and directors and having to enforce said
judgment against them in lieu of garnering the officers and directors'
cooperation in the prosecution of these claims and an assignment of any
claims the officers and or directors may have against the Debtor's
insurers or their personal insurers for failure to accept the claims
tendered.
The Committee has been advised through Debtor's counsel that various
policies of insurance were maintained, and/or renewed, including policies for
Directors' and Officers' Liability Insurance. Copies of those policies have been
provided to and reviewed by the Committee's counsel. Furthermore, counsel to the
Committee has consulted with counsel to certain directors regarding coverage
issues. The Committee has satisfied itself that the amount of potential coverage
is satisfactory to address the claims owed in this estate.
Notwithstanding the provisions of the Term Sheet between the Debtor and
the Committee, there is currently no formal written agreement in place between
the Committee and any officer or director with respect to the tolling of the
statute of limitations or a covenant not to execute on the personal assets of
the officers and directors (the "Tolling/Non-Recourse Agreement"). The
Committee's Counsel, the Debtor's Counsel and counsel to certain of the target
director's have reiterated their interest in finalizing a Tolling/Non-Recourse
Agreement consistent with the provisions of the Term Sheet no later than the
first hearing on the confirmation of the Plan.
Accordingly, the parties to the Term Sheet have agreed to modify those
provisions as follows: conditioned upon satisfaction of the obligations set
forth in Paragraph 15b of the Term Sheet no later than the first hearing on the
Confirmation of the Plan, the Committee agrees that all claims it is asserting
(either directly, indirectly, or derivatively) are non-recourse as to the
personal assets of the officers and directors of the Debtor that comply with the
terms of Paragraph 15b the Term Sheet as modified herein by such date. The
substantially final form of the writing memorializing this non-recourse term is
attached hereto as Exhibit "3" (the "Non-Recourse Agreement"). Those officers
and directors who wish to avail themselves of the terms of the Non-Recourse
Agreement must execute that Agreement upon being named by the Committee in any
EXHIBIT 1 - PAGE 34
action and after tendering the Committee's claims to all insurers who have
issued insurance policies which may provide coverage for the claims. The
Non-Recourse Agreement will specifically provide that by executing the same, the
signatory officers and directors covenant, upon demand by the Committee, to
execute a tolling agreement and/or insurance claim assignment agreement
consistent with the Term Sheet. Those officer and directors who are not parties
to the Non-Recourse Agreement shall not be entitled to claim the protections of
its terms.
G. CLAIMS LITIGATION
-----------------
The Liquidating Trust shall prosecute any and all remaining objections
to Claims as well as avoidance actions on behalf of the Estate. Any other claims
arising pre or post Confirmation shall also be reserved by the Committee and
assigned to the Liquidating Trustee. The deadline for filing objections to
General Unsecured Claims is one hundred twenty (120) days from the Confirmation
Date.
The deadline for filing objections to Administrative, Gap Period, and
Priority Claims is one hundred fifty (150) days from the Confirmation Date.
With respect to Administrative, Gap Period, and Priority Claims, the Liquidating
Trustee shall present to Marian, no later than one hundred twenty (120) days
from the Confirmation Date, an analysis of the merits of the Administrative, Gap
Period, and Priority Claims. Thereafter, Marian shall review such analysis to
determine whether to join any Claim objection filed by the Liquidating
Trustee. Marian also shall have standing to object to any Administrative, Gap
Period, and Priority Claims that the Liquidating Trustee decides not to object
to.
H. INCONSISTENCIES BETWEEN PLAN AND BYLAWS
---------------------------------------
To the extent that any provision of the Plan is inconsistent with the
Debtor's corporate bylaws, the provisions of the Plan shall control and the
bylaws will be amended accordingly.
VI.
EXECUTORY CONTRACTS
-------------------
As part of the Sale, the Debtor assumed certain executory contracts and
unexpired leases and assigned them to Marian the ("Assumed Contracts"). Attached
hereto as Exhibit "1" is a list of the Assumed Contracts.
EXHIBIT 1 - PAGE 35
On the Confirmation Date, except for any agreement relating to an
acquisition at the Reorganized Debtor through a stock sale or reverse merger and
for any executory contract or unexpired lease specifically assumed or rejected
pursuant to a prior order of the Bankruptcy Court, each executory contract or
unexpired lease entered into by the Debtor prior to the Petition Date that has
not previously expired or terminated pursuant to its own terms will be deemed
rejected pursuant to Section 365 of the Bankruptcy Code. The Order of the Court
confirming the Plan shall constitute an Order approving the rejection of each of
the Debtor's leases and contracts not listed in Exhibit "l." If you are a party
to a lease or contract to be assumed or rejected and you object to the
assumption or rejection of your lease or contract, you must file and serve your
objection to the Plan within the deadline for objecting to the confirmation of
the Plan.
THE BAR DATE FOR FILING A PROOF OF CLAIM BASED ON A ARISING FROM THE
REJECTION OF A LEASE OR CONTRACT IS THIRTY (30) DAYS AFTER THE PLAN'S EFFECTIVE
DATE. Any Claim based on the rejection at a contract or lease will be barred if
the proof of claim was not timely filed, unless the Court later orders
otherwise.
VII.
EFFECT OF CONFIRMATION OF PLAN
------------------------------
A. DISCHARGE
---------
The Plan provides that upon the Effective Date, if the Debtor
consummates the stock sale to RG, the Reorganized Debtor shall be discharged of
liability for payment of debts incurred before Confirmation of the Plan, to the
extent specified in 11 U.S.C. ss. 1141. Thereafter, Claimants may enforce
payment of their debts only as modified and restructured in the Plan. Claimants
may enforce such payment in courts of competent jurisdiction after substantial
consummation of the Plan. However, the discharge will not discharge any
liability imposed by the Plan.
If the Debtor does not consummate the stock sale to RG, the Debtor will
be liquidated and will therefore not receive a discharge because in a
liquidation, the Debtor will not meet the test for receiving a discharge under
11 U.S.C. ss. 1141(d)(3).
EXHIBIT 1 - PAGE 36
B. REVESTING OF PROPERTY IN THE DEBTOR
-----------------------------------
Except as provided elsewhere in the Plan, the Confirmation of the Plan
revests all of the Retained Assets of the Estate in the Debtor which will
immediately be transferred to the Liquidating Trust.
C. MODIFICATION OF PLAN
--------------------
The Debtor may modify the Plan at any time before confirmation.
However, the Court may require a new disclosure statement and/or re-voting on
the Plan. The Debtor may also seek to modify the Plan at any time after
confirmation only if (1) the Plan has not been substantially consummated and (2)
the Court authorizes the proposed modifications after notice and a hearing.
D. POST-CONFIRMATION CONVERSION/DISMISSAL
--------------------------------------
A creditor or party in interest may bring a motion to convert or
dismiss the case under ss. 1112(b), after the Plan is confirmed, if there is a
default in performing the Plan. If the Court orders the case converted to
Chapter 7 after the Plan is confirmed, then all property that had been property
of the Chapter 11 estate, and that has not been disbursed pursuant to the Plan,
will revest in the Chapter 7 estate. The automatic stay will be reimposed upon
the revested property, but only to the extent that relief from stay was not
previously authorized by the Court during this case. The order confirming the
Plan may also be revoked under very limited circumstances. The Court may revoke
the order if the order of confirmation was procured by fraud and if the party in
interest brings an adversary proceeding to revoke confirmation within 180 days
after the entry of the order of confirmation.
EXHIBIT 1 - PAGE 37
E. FINAL DECREE
------------
Once the Estate has been fully administered as referred to in
Bankruptcy Rule 3022, the Plan Proponent, or other party as the Court shall
designate in the Plan Confirmation Order, shall file a motion with the Court to
obtain a final decree to close the case.
DATED: ____________________________ THE L.L. KNICKERBOCKER C0., INC.,
a California Corporation
SEE FACSIMILE
SIGNATURE ATTACHED
By:______________________________
Anthony P. Shutts
Presented by:
WINTHROP COUCHOT
PROFESSIONAL CORPORATION
SEE FACSIMILE
SIGNATURE ATTACHED
By:_______________________________
Paul J. Couchot
Charles Liu
Attorneys for Debtor and Debtor in Possession
Presented by:
MARSHACK, SHULMAN, HODGES & BASTIAN
By:_______________________________
Leonard Shulman
Attorneys for the Committee
EXHIBIT 1 - PAGE 38
E. FINAL DECREE
------------
Once the Estate has been fully administered as referred to in
Bankruptcy Rule 3022, the Plan Proponent, or other party as the Court shall
designate in the Plan Confirmation Order, shall file a motion with the Court to
obtain a final decree to close the case.
DATED: ____________________________ THE L.L. KNICKERBOCKER C0., INC.,
a California Corporation
By: /S/ JOHN M. WOLFE, resp. party
------------------------------
Presented by:
WINTHROP COUCHOT
PROFESSIONAL CORPORATION
SEE FACSIMILE
SIGNATURE ATTACHED
By:_______________________________
Paul J. Couchot
Charles Liu
Attorneys for Debtor and Debtor in Possession
Presented by:
MARSHACK, SHULMAN, HODGES & BASTIAN
By:_______________________________
Leonard Shulman
Attorneys for the Committee
EXHIBIT 1 - PAGE 39
E. FINAL DECREE
------------
Once the Estate has been fully administered as referred to in
Bankruptcy Rule 3022, the Plan Proponent, or other party as the Court shall
designate in the Plan Confirmation Order, shall file a motion with the Court to
obtain a final decree to close the case.
DATED: ____________________________ THE L.L. KNICKERBOCKER C0., INC.,
a California Corporation
By:______________________________
Anthony P. Shutts
Presented by:
WINTHROP COUCHOT
PROFESSIONAL CORPORATION
By: /S/ CHARLES LIU
-------------------------------
Paul J. Couchot
Charles Liu
Attorneys for Debtor and Debtor in Possession
Presented by:
MARSHACK, SHULMAN, HODGES & BASTIAN
By: /S/ LEONARD SHULMAN
-------------------------------
Leonard Shulman
Attorneys for the Committee
EXHIBIT 1 - PAGE 40