FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 5, 1999 (June 29, 1999)
ADVANCED GAMING TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Charter)
P O BOX 46855 Las Vegas, NV 89114 (Address of Principal
Executive Offices)
Wyoming 000-21991 98-0152226
(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Registrant's telephone number, including area code:
702-227-6668
(Former Name or Former Address, if Changed Since Last Report)
2482-650 West Georgia Street, P O Box 11610 Vancouver, BC Canada V6B 4N9
<PAGE>
Item 5. Other Events
(This amendment to form 8-K is filed to include as an exhibit the company's plan
of reorganization confirmed on June 29, 1999 by the U. S. Bankruptcy Court.)
Advanced Gaming Technology, Inc. announced that the Company's plan of
reorganization was confirmed on June 29, 1999 by the U. S. Bankruptcy Court in
the District of Las Vegas. The Company anticipates that the effective date of
the plan will be July 29, 1999. The Company had filed for reorganization under
Chapter 11 of the U S Bankruptcy Code on August 26, 1998.
The plan authorizes the Company to issue 25 million shares of new common stock.
Approximately 18 million of the new shares will be issued on the effective date.
A "disputed claims reserve" of approximately 7 million shares will be
established to allow for disputed claims that might subsequently be approved by
Final order of the Court.
Unsecured creditors holding allowed claims will be issued 1.88 shares of new
common stock for each $1 of allowed claim. Based on current estimates the
Company expects shareholders of record on July 29, 1999 to receive 1 share of
new common stock in exchange for each 66 shares currently owned. Approximately
115 million shares of the Company's common stock are outstanding at this time.
The new common stock will continue to trade under the symbol "AGTI" on the OTC
Bulletin Board. <PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Advanced Gaming Technology
(Registrant)
Dated: October 5, 1999 By: /s/ Daniel H. Scott
-----------------------
Name: Daniel H. Scott
Title: President
3
DAVID L. NEALE
LEVENE, NEALE, BENDER & RANKIN L.L.P.
1801 Avenue of the Stars
Suite 1120
Los Angeles, CA 90067
Telephone: (310) 229-1234
ANTHONY A. ZMAILA (SBN 2319)
KUMMER, KAEMPFER, BONNER & RENSHAW
Seventh Floor
3800 Howard Hughes Parkway
Las Vegas, NV 89109
Telephone: (702) 792-7000
Attorneys for Debtors and Debtors in Possession
UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEVADA
In re ) Case Nos. BK-S-98-27619-RCJ
) and BK-S-98-27620-RCJ
BRANSON SIGNATURE RESORTS, )
INC., a Nevada corporation; ) CHAPTER 11
ADVANCED GAMING TECHNOLOGY, )
INC., a Wyoming corporation, ) DEBTORS' FIRST AMENDED JOINT PLAN
) OF REORGANIZATION, AS MODIFIED
Debtors. )
)
X Affects Both Debtors ) Date: June 29, 1999
Affects BSR Only ) Time: 3:30 p.m.
Affects AGT Only ) Place: Foley Federal Bldg.
300 Las Vegas Blvd.
Las Vegas, NV
Branson Signature Resorts, Inc., a Nevada corporation, and Advanced Gaming
Technology, Inc., a Wyoming corporation, debtors and debtors in possession in
the above-captioned Chapter 11 case, propose this First Amended Joint Plan of
Reorganization pursuant to 11 U.S.C. section 1121, and request confirmation
thereof pursuant to 11 U.S.C. section 1129:
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
A. Definitions
In addition to such other terms as may be defined in other sections of this
First Amended Joint Plan of Reorganization, the following terms have the
following meanings:
1."Administrative Claim" means a Claim for payment of an administrative
expense of a kind specified in Section 503(b) of the Code and referred to in
Section 507(a)(l) of the Code, including, without limitation, the actual,
necessary costs and expenses of preserving the estates and operating the
businesses of the Debtors, including wages, salaries, or commissions for
services rendered after the commencement of the Cases, obligations for goods and
services procured after the commencement of the Cases, compensation for legal
and other services and reimbursement of expenses awarded under Sections 330(a)
or 331 of the Code, and all fees and charges assessed against the Estates under
Chapter 123 of Title 23, United States Code.
2."Allowed Administrative Claim" means an Administrative Claim against the
Debtors, request for payment of which has been allowed by a Final Order.
3."AGT" means Advanced Gaming Technology, Inc., as debtor or debtor in
possession in case number BK-S-98-27620-RCJ pending before the Honorable Robert
C. Jones, United States Bankruptcy Judge for the District of Nevada.
4."Allowed Claim" or "Allowed Interest" means a Claim against or Interest
in one of the Debtors: (a) which appears on the Schedules filed by the Debtors
pursuant to Bankruptcy Rule 1007 and which is not listed as disputed,
contingent, or unliquidated; (b) proof of which was timely filed with the Court
and as to which no objection has been filed; (c) which has otherwise been
allowed by Final Order; or (d) which the Plan otherwise allows.
5."Assets" means all property of the Estates within the meaning of Section
541 of the Bankruptcy Code.
6."Bankruptcy Code" or "Code" means the Bankruptcy Code, as codified in
Title ll of the United States Code, 11 U.S.C. sections 101 et seq., including
all amendments thereto to the extent such amendments are applicable to the
Cases.
7."Bankruptcy Rules" means the Federal Rules of Bankruptcy Procedure, in
effect on the Petition Date, including all amendments applicable to the Case.
8."Branson Property" means the 178 acres of undeveloped property in Stone
County, Missouri owned by AGT.
9."BSR" means Branson Signature Resorts, Inc., as debtor or debtor in
possession in case number BK-S-98-27619-RCJ pending before the Honorable Robert
C. Jones, United States Bankruptcy Judge for the District of Nevada.
10."Business Day" means any day other than a Saturday, Sunday, or "legal
holiday" as defined in Bankruptcy Rule 9006(a).
11."Cases" means these jointly administered cases under Chapter 11 of the
Bankruptcy Code that were commenced or about August 26, 1998 by the filing of
voluntary petitions for relief under Chapter 11 of the Bankruptcy Code by the
Debtors.
12."Claim" means any right to or demand for payment from the Debtors that
arose prior to the Confirmation Date, whether or not such right or demand is
reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured, or unsecured, or any
right to equitable remedies for breach of performance, if such breach gives rise
to a right to payment, whether or not such right is reduced to judgment, fixed,
contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured,
or unsecured.
13."Class" means one of the classes of Claims or Interests established
under this Plan pursuant to Section 1122 of the Bankruptcy Code.
14."Confirmation" means the entry of an order by Court confirming the Plan
pursuant to section 1129 of the Bankruptcy Code.
15."Confirmation Date" means the date of entry of the Confirmation Order.
16."Confirmation Order" means the order of the Court confirming the Plan
pursuant to section 1129 of the Bankruptcy Code.
17."Court" means the United States Bankruptcy Court for the District of
Nevada, Southern Division or such other court or tribunal as may have
jurisdiction over the Cases or any proceeding arising in or relating to the
Cases.
18."Creditor" means any person or entity that has a Claim against the
Debtors, including a Claim of a kind specified in Sections 502(g), (h) or (i) of
the Code.
19."Debtors" means AGT and BSR, colletively, whether as debtors or debtors
in possession herein.
20."Disclosure Statement" means the "First Amended Disclosure Statement in
Support of Debtors' First Amended Joint Plan of Reorganization" which was
approved by the Court, including any amendments or modifications thereto. A copy
of the Disclosure Statement is being distributed concurrently to holders of
Claims and Interests entitled to vote on the Plan.
21."Disputed Claim" or "Disputed Interest" means any Claim or Interest (a)
not scheduled by the Debtors in their Schedules of Assets and Liabilities; or
(b) scheduled by the Debtors in their Schedules of Assets and Liabilities as
disputed, contingent or unliquidated; or (c) as to which an objection has been
filed and which objection (i) has not been withdrawn, or (ii) has not been
resolved by a Final Order.
22."Effective Date" means the first Business Day at least thirty (30) days
after the Confirmation Date on which no stay of the Confirmation Order is in
effect.
23."Estates" means the estates created in the Cases pursuant to Section
541(a) of the Bankruptcy Code.
24."Final Order" means an order, decree or judgment of the Court, the
operation or effect of which has not been reversed, stayed, modified or amended,
and as to which order, decree or judgment (or any revision, modification or
amendment thereof), the time to appeal or seek review or rehearing has expired
and as to which no appeal or petition for review or rehearing has been taken or
is pending, or as to which all appeals, review and/or rehearings have been
concluded, with no further appeals, reviews or rehearings being legally
available.
25."Insider" means an insider of the Debtors as defined in Section 101(31)
of the Bankruptcy Code.
26."Insider Claim" means a Claim asserted or assertable by any Insider of
the Debtors.
27."Interest" means an equity security of AGT or BSR, including, without
limitation, all shares in either entity whether or not transferable or
denominated "stock," any and all warrants, rights to purchase, sell or subscribe
to any equity security in either AGT or BSR, and any and all convertible notes
issued by AGT where the right to convert has been exercised by the holder of
such note(s) prior to the Petition Date.
28."Interest Holder" means the holder of an equity security in AGT or BSR,
whether denominated common stock or otherwise.
29."New AGT Common" means the shares of common stock in the Reorganized
Debtor to be issued under the Plan.
30."Petition Date" means August 26, 1998.
31."Plan" means this "First Amended Joint Plan of Reorganization,"
including any amendments and modifications thereto made prior to or after
Confirmation.
32."Plan Proponents" means the Debtors, collectively.
33."Priority Claim" means a Claim other than an Administrative Claim or a
Tax Claim which, if allowed, would be entitled to priority under Section 507(a)
of the Code.
34."Pro Rata" means, with respect to a particular Class of Claims or
Interests, the ratio that the amount of a particular Allowed Claim or Allowed
Interest in the Class bears to the total amount of Allowed Claims or Allowed
Interests in the Class.
35."Reorganized Debtor" means the Debtors as reorganized pursuant to the
Plan and Confirmation Order on and after the Effective Date.
36."Schedules" means the Schedules of Assets and Liabilities, as modified
or amended, that the Debtors filed or will file with the Court in accordance
with Section 521 of the Bankruptcy Code and with Bankruptcy Rule 1007.
37."Secured Claim" means a Claim secured by a lien on the Property, or that
is subject to setoff under Section 553 of the Bankruptcy Code, to the extent of
the value of the interest of the holder of such Claim in the Estates' interest
in the Property, or to the extent of the amount subject to setoff, as
applicable, as determined pursuant to Section 506(a) and, if applicable, Section
1129(b) of the Bankruptcy Code.
38."Tax Claim" means a Claim entitled to priority under Section 507(a)(8)
of the Code.
39."Unclaimed Property" means any property, including, without limitation,
cash or checks, to have been distributed to Creditors or holders of Interests
pursuant to the Confirmation Order that is unclaimed as of twelve (12) months
after the Effective Date, whether because such property has been returned as
undeliverable without a proper forwarding address, or because such property was
not mailed or delivered owing to the absence of a proper address to which to
mail or deliver such property.
40."Unsecured Claim" means a Claim, no matter how arising, that is not an
Administrative Claim, a Priority Claim, a Tax Claim or a Secured Claim. B. Rules
of Construction
1. The provisions of the Plan shall control over any descriptions of the
Plan contained in the Disclosure Statement.
2. Any term used in the Plan that is not defined in the Plan, either in
this Article or elsewhere, but that is used in the Bankruptcy Code or the
Bankruptcy Rules has the meaning assigned to that term in, and shall be
construed in accordance with, the rules of construction under the Bankruptcy
Code or the Bankruptcy Rules, as the case may be.
3. Any reference in the Plan to the conformance of a document or agreement
with a particular form or with particular terms and conditions means that such
document or agreement shall be substantially in such form or substantially on
such terms and conditions.
4. Any reference in the Plan to an existing document or Exhibit means such
document or Exhibit as it may have been amended, restated, modified, or
supplemented as of the Effective Date.
5. Whenever from the context it is appropriate, each term stated in either
the singular or the plural shall include both the singular and the plural.
6. Subject to the provisions of any document or agreement entered into in
connection with the Plan, the rights and obligations arising under the Plan
shall be governed by, and construed and enforced in accordance with federal law,
including the Bankruptcy Code and the Bankruptcy Rules, or other applicable law.
<PAGE>
ARTICLE II
TREATMENT OF ADMINISTRATIVE, PRIORITY AND TAX CLAIMS
A. Bar Date For Filing Administrative Claims
All requests for payment of an Administrative Claim incurred before the
Effective Date, other than applications for final compensation of professional
persons employed by order of the Court for services rendered to and for
reimbursement of expenses incurred on behalf of the Debtors on or before the
Effective Date (excluding any compensation requested by any professional or
other entity for making a substantial contribution to the Case), must be filed
with the Court no later than ten (10) days prior to the date set for the hearing
on Confirmation of the Plan. Any such Claim not filed with the Court by this bar
date shall be forever barred, and any holder of a Claim who is required to file
a request for payment of such Claim but who does not file such request by this
bar date shall be forever barred from asserting such Claim against the Debtors,
the Reorganized Debtor, the Estates, or any of their respective property.
B. Treatment of Administrative Claims
1. Subject to the bar date for Administrative Claims described in paragraph
A of this Article, except to the extent that the holder of an Allowed
Administrative Claim entitled to priority under Section 507(a)(1) of the
Bankruptcy Code has agreed to different treatment of such claim, the holder will
receive cash equal to the allowed amount of such claim on the Effective Date.
2. The Debtors will be seeking to fund the future operations of the
Reorganized Debtor through loans made after the Petition Date but prior to the
Confirmation Date. Those lenders who advance funds to the Debtors during the
Cases will have unsecured administrative expense priority claims for the amounts
loaned. In lieu of cash on the Effective Date, each holder of an Allowed
Administrative Claim will have the opportunity to accept on the Effective Date
shares of New AGT Common in satisfaction of his, her or its Allowed
Administrative Claim(s).
3. Fees and costs of those professionals employed by the Debtor by order of
the Court for services rendered through and including Confirmation shall be paid
following approval by the Court of applications for compensation. Following the
Confirmation Date, professionals employed by the Reorganized Debtor shall be
paid in accordance with ordinary business terms without the need for any further
order of the Court.
C. Treatment of Allowed Priority Claims
1. Unless otherwise agreed by the holder thereof, Allowed Claims, if any,
entitled to priority pursuant to subsections (a)(2) through (a)(8) of Section
507 of the Bankruptcy Code, shall be paid in cash in full on the Effective Date
of the Plan or as soon as practicable thereafter.
D. Treatment of Allowed Tax Claims
1. Notwithstanding anything herein to the contrary, the Reorganized Debtor
may elect to pay Allowed Claims of governmental units, to the extent entitled to
priority pursuant to Section 507(a)(8) of the Bankruptcy Code, deferred payments
over a period not exceeding six (6) years after the date of assessment of such
claims in equal quarterly installments of principal and simple interest at the
rate of eight percent (8%) per annum, or at such different rate as the Court may
find to be more appropriate.
2. The first quarterly payment to the holder of an Allowed Tax Claim will
be made on the latest of (i) the first Business Day following the Effective
Date, (ii) the first Business Day following the date on which an order allowing
such Tax Claim becomes a Final Order, and (iii) such other time as may be agreed
with any holder of such Allowed Tax Claim.
3. Notwithstanding the foregoing, any Allowed Tax Claim, or any remaining
balance thereof, may be paid in full at any time on or after the Effective Date,
without premium or penalty.
4. Except as provided herein, holders of Allowed Tax Claims shall not
receive any payment on account of interest accruing on and after the Petition
Date on, or penalties with respect to, or arising in connection with, such
Claims. Pursuant to Sections 502(i) and 1141(d)(1) of the Bankruptcy Code,
Confirmation shall discharge any such Claims and any demands for any such
interest or penalties. Holders of Tax Claims shall not assess or attempt to
collect such interest or penalties from the Debtors, the Reorganized Debtors,
the Estates, or any of their respective property.
E. Interest and Reserve Pending Allowance of Claims
1. To the extent the Debtors or any other party in interest objects to the
allowance of any of the Claims governed by this Article II, nothing herein shall
be deemed to imply or create for the holders of such Claims any entitlement to
receive interest upon the allowed amount of any such Claims as a result, inter
alia, of the delay in payment of such Claims.
ARTICLE III
CLASSIFICATION OF CLAIMS AND INTERESTS
A. Purpose of Classification
Set forth below is the Debtor's classification of various Claims and
Interests to be treated under the Plan.
<PAGE>
B. Scope and Method of Classification
Administrative, Priority and Tax Claims have not been classified and are
excluded from the Classes set forth below in accordance with section 1123(a)(1)
of the Bankruptcy Code. The Plan classifies a Claim or Interest in a particular
Class only to the extent that the Claim or Interest falls within the description
of that Class. Thus, the Plan may classify a portion of a particular Claim or
Interest in one Class and the remainder of that Claim or Interest in another
Class.
C. Insignificance of Numbers Used in Classification
The numbers assigned to each Class set forth below are for ease of
reference only and have no implication regarding the relative priorities of the
various Classes.
D. Classes
1. Class 1: The Allowed Secured Claim of Sammy and Vashti Shrum
(collectively, "Shrum").
2. Class 2: The Allowed Secured Claim of SDA List Brokers ("SDA").
3. Class 3: The Allowed Secured and Unsecured Claims of Dr. Kenneth
Landow ("Landow").
4. Class 4: The Allowed Secured and Unsecured Claims of Daniel Scott
("Scott").
4. Class 5: To the extent they exist, all Allowed Secured Claims
that are not included in any other Class. Each of these Allowed
Claims shall be deemed to be a separate sub-Class within this
Class.
5. Class 6A: All Allowed Unsecured Claims against AGT, however
arising, that are not included in any other Class.
6. Class 6B: All Allowed Unsecured Claims against BSR, however
arising, that are not included in any other Class.
7. Class 7: All rights and Allowed Interests of any Interest Holder
in AGT.
8. Class 8: All Allowed Interests in BSR.
ARTICLE IV
DESIGNATION AND TREATMENT OF CLASSES
A. Unimpaired Classes
1. Class 5 Allowed Secured Claims. The Plan Proponents are not aware of any
Allowed Class 5 Secured Claims. If any Class 5 Allowed Secured Claims exist, the
Plan Proponents shall either: (a) leave unaltered the legal, equitable, and
contractual rights to which such Claim entitles the holder of such Allowed
Claim; or (b) notwithstanding any contractual provision or applicable law that
entitles the holder of such Claim to demand or receive accelerated payment of
such Claim after the occurrence of a default -- (i) cure any such default that
occurred before or after the commencement of the Cases, other than a default of
a kind specified in section 365(b)(2) of the Code; (ii) reinstate the maturity
of such Claim as such maturity existed before such default; (iii) compensate the
holder of such Claim for any damages incurred as a result of any reasonable
reliance by such holder on such contractual provision or such applicable law;
and (iv) will not otherwise alter the legal, equitable, or contractual rights to
which such Claim entitles the holder of such Claim.
B. Impaired Classes
1. Class 1 Allowed Secured Claim of Shrum. The Class 1 Allowed Shrum Claim
is impaired under the Plan. On the Effective Date, the Allowed Shrum Claim shall
be treated as follows:
a. The Reorganized Debtor shall execute a new promissory note (the
"New Shrum Note") in favor of Shrum with an original principal balance of
one million seven hundred fifty thousand dollars ($1,750,000). The form of
the New Shrum Note shall be subject to the approval of Shrum.
b. Shrum shall retain his lien upon and security interest in the
Branson Property to the same extent and with the same validity and priority
as was the case with respect to Shrum's lien and security interest prior to
the Petition Date, which lien is in the first position of priority.
c. The New Shrum Note shall bear interest at the rate of nine percent
(9%) per annum.
d. The Reorganized Debtor shall pay to Shrum on the Effective Date the
sum of fifty thousand dollars ($50,000) to reduce the outstanding principal
balance of the New Shrum Note to one million seven hundred thousand dollars
($1,700,000). In addition, on the Effective Date, the Reorganized Debtor
shall reimburse Shrum for his actual out-of-pocket costs and expenses in
the amount of twelve thousand two hundred eighty-four and 93/100 dollars
($12,284.93), plus all costs and expenses which accrue up to and until the
Effective Date, provided that such additional costs and expenses do not
exceed the sum of six thousand dollars ($6,000).
e. For the next six (6) months following the Effective Date, the
Reorganized Debtor shall pay to Shrum on a monthly basis the sum of five
thousand dollars ($5,000), which sum shall be applied to the interest
accruing on the New Shrum Note. Full monthly payments of principal and
interest on the New Shrum Note, the amount of which shall be computed after
the addition as principal of the interest which has accrued but has not
been paid since the Effective Date, estimated at this time to be
approximately thirty five thousand, eight hundred eighty-five dollars
($35,885), will commence upon the first business day of the seventh (7th)
calendar month following the Effective Date. Thereafter, monthly payments
of principal and interest shall continue to be made by the Debtor on the
basis of a ten (10) year amortization schedule. The entire amount of unpaid
principal and any accrued but unpaid interest on the New Shrum Note shall
be fully due and payable on the seventh (7th) anniversary of the Effective
Date.
f. Upon default of any payment, a penalty of two hundred fifty dollars
($250) per day will be assessed until the delinquent payment is made, and
will become due and owing immediately. Upon the continued default exceeding
more than thirty (30) days, Shrum will be entitled to exercise his state
law foreclosure remedies.
g. There shall be no prepayment penalty with respect to the New
Shrum Note. In the event of a sale of the Branson Property, the
proceeds, net of any commissions, taxes or other charges
associated with the closing of the sale, shall be paid first in
satisfaction of the New Shrum Note.
2. Class 2 Allowed Secured Claim of SDA. The Class 2 Allowed SDA Claim is
impaired under the Plan. On the Effective Date, the Allowed SDA Claim shall be
treated as follows:
a. The Reorganized Debtor shall execute a new promissory note (the
"New SDA Note") in favor of SDA with an original principal balance of eight
hundred eighty-four thousand dollars ($884,000).
b. SDA shall retain its lien upon and security interest in the Branson
Property and the other assets of the Debtors to the same extent and with
the same validity and priority as was the case with respect to SDA's lien
and security interest prior to the Petition Date.
c. The New SDA Note shall bear interest at the rate of seven percent
(7%) per annum, with an increase of one percent (1%) per annum each year
until maturity. The New SDA Note shall be amortized on a 25-year schedule.
Interest shall accrue on the New SDA Note for six months following the
Effective Date of the Plan. Monthly payments of principal and interest
shall commence on the first business day of the seventh full month
following the Effective Date.
d. The entire principal balance of the New SDA Note, together with any
accrued but unpaid interest, shall be fully due and payable on the seventh
(7th) anniversary of the Effective Date.
e. There shall be no prepayment penalty with respect to the New SDA
Note, and it may be repaid upon thirty days notice to SDA. In the event of
a sale of the Branson Property, the proceeds, net of any commissions, taxes
or other charges associated with the closing of the sale, shall be paid on
account of the New SDA Note after payment of the New Shrum Note.
f. The New SDA Note will be convertible into common stock of the
Reorganized Debtor at the option of SDA at a price of $.43 per share for
the first year following the Effective Date of the Plan. The conversion
price will increase by $.10 in each subsequent year.
g. The remainder of the SDA Allowed Claim will be satisfied by
allowance of a general Unsecured Claim in favor of SDA in the amount of
eight hundred thousand dollars ($800,000), which shall be treated the same
as all other Class 6A Allowed Unsecured Claims.
3. Class 3 Allowed Claims of Landow. The Class 3 Allowed Landow Claim is
impaired under the Plan. On the Effective Date, the Allowed Landow Claim shall
be treated as follows:
a. Landow shall release whatever lien upon and/or security interest in
and to the Assets of the Estates he may have.
b. In full and final satisfaction of Landow's post-petition Secured
Claim and pre-petition Unsecured Claim, Landow shall receive three (3)
shares of New AGT Common for each one dollar ($1) of his Allowed Claims.
4. Class 4 Allowed Claims of Scott. The Class 4 Allowed Scott Claim is
impaired under the Plan. On the Effective Date, the Allowed Scott Claim shall be
treated as follows:
a. Scott shall release whatever lien upon and/or security interest in
and to the Assets of the Estates he may have.
b. In full and final satisfaction of Scott's Secured Claim and
Unsecured Claim, Scott shall receive three (3) shares of New AGT Common for
each one dollar ($1) of his Allowed Claims.
5. Class 6A Allowed Unsecured Claims against AGT. Class 6A Allowed
Unsecured Claims against AGT are impaired under the Plan. On the Effective Date,
in full and final satisfaction of all such Claims, each holder of an Allowed
Unsecured Class 6A Claim shall receive one and eighty-eight/one hundredths
(1-88/100) shares of New AGT Common for each one dollar ($1) of his or her
Allowed Claim.
6. Class 6B Allowed Unsecured Claims against BSR. Class 6B Allowed
Unsecured Claims against BSR are impaired under the Plan. On the Effective Date,
holders of Class 6B Allowed Claims shall receive nothing under the Plan.
7. Class 7 Allowed Interests. Class 7 Allowed Interests are impaired under
the Plan. On the Effective Date, all such Interests shall be canceled and
extinguished, and the holders of Class 7 Interests shall share, on a Pro Rata
basis, in an aggregate distribution equal to seven percent (7%) of the New AGT
Common issued by the Reorganized Debtors under the Plan.
8. Class 8 Allowed Interests. Class 8 Allowed Interests are impaired under
the Plan. On the Effective Date, all such Interests shall be canceled and
extinguished, and BSR shall thereafter be dissolved in accordance with
applicable state law.
ARTICLE V
TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES
A. Unless otherwise provided in a notice setting forth those executory
contracts and/or unexpired leases to be assumed by the Reorganized Debtors filed
thirty (30) days prior to the Confirmation hearing, pursuant to Section 365 of
the Bankruptcy Code, and subject to Confirmation, on the Effective Date the
Debtors will reject all executory contracts and unexpired leases set forth on
their Schedules. Any claim arising from rejection of any of the Debtors'
executory contracts or unexpired leases shall be deemed to be a Class 6A or 6B
Claim, as appropriate. The holder of a Claim arising from the rejection of an
executory contract or unexpired lease must, prior to the Effective Date, file
with the Court a Proof of Claim for any damages resulting therefrom, or be
forever barred from asserting any Claim or participating as a claimant under the
Plan. The Debtors reserve the right to amend, at any time prior to Confirmation,
the election respecting which executory contracts and unexpired leases shall be
assumed or rejected.
B. In connection with the assumption of the contracts and leases described
herein, any and all "cure" payments required under section 365(b) of the
Bankruptcy Code, if any, shall be paid on the later of (a) the Effective Date,
and (b) the date on which any dispute with regard to such a "cure" payment is
resolved by Final Order.
C. The Confirmation Order shall constitute an order of the Court approving
the assumptions and rejections described in this Article pursuant to Section 365
of the Bankruptcy Code.
<PAGE>
ARTICLE VI
MEANS FOR IMPLEMENTATION OF PLAN
1. The Debtors shall implement the Plan in the manner contemplated by
Sections 1123(a)(5)(A), (B), (D), (E), (F), (G), (H) and (J) of the Bankruptcy
Code.
2. The Debtors will be authorized to execute any and all agreements
necessary for the consummation of the Plan.
3. The Debtors, or an entity designated by the Debtors in the order
confirming the Plan, will serve as disbursing agent, without bond, for the
purposes of all payments and distributions to be made under the Plan.
4. To the extent necessary, the Debtor will amend its bylaws and articles
of incorporation to include provisions consistent with Section 1123(a)(6) of the
Bankruptcy Code.
5. The Reorganized Debtors shall list and aggressively market the Branson
Property for immediate sale at or near its fair market value. The net proceeds
of any sale of the Branson Property shall be applied, first, to the New Shrum
Note, second, to the New SDA Note, and, if there are any net proceeds remaining
after payment of the New Shrum Note and the New SDA Note in full (together with
any accrued but unpaid interest thereon), the Reorganized Debtors shall retain
such funds and shall be entitled to use such funds to support the operation of
its business following the Effective Date.
6. In addition to any proceeds from the sale of the Branson Property, the
Debtors shall use the Debtors' cash on hand, if any, together with the funds
advanced by new investors prior to the hearing on Confirmation of the Plan to
fund whatever payments must be made on the Effective Date. The Reorganized
Debtor shall authorize and issue 25,000,000 shares of new common stock for
distribution under the Plan. Distributions of new common stock under the Plan
shall be rounded to the nearest whole number; fractional shares will not be
issued.
7. The Debtors expect to raise the bulk of the funds for future
capitalization through the solicitation of investments in the Reorganized
Debtors. This solicitation will occur simultaneously with the distribution of
the Disclosure Statement, and will be in the form of loans. The Debtors expect
to borrow up to approximately $1,000,000. Each lender will receive an
administrative priority claim for funds loaned post-petition. The Debtors will
then satisfy those claims through the Plan by the issuance of shares of stock in
the Reorganized Debtors.
8. All shares issued in satisfaction of these administrative claims will be
subject to a voting trust, in substantially the form attached to the Disclosure
Statement as Exhibit "H." The investments in the Debtor will be expressly
conditioned upon the Debtors entering into an appropriate employment agreement
with Dan Scott which provides for his post-confirmation employment.
substantially in the form attached to the Disclosure Statement as Exhibit "D."
9. The Debtors intend to rely upon the exemptions afforded under Section
1145 of the Bankruptcy Code and certain provisions of the federal securities
laws with respect to the issuance and distribution of New AGT Common.
10. Distributions will be made on account of Disputed Claims only after
such Disputed Claims have become Allowed Claims by Final Order of the Court. On
the Effective Date, the Plan Proponents will establish a reserve (the "Disputed
Claims Reserve") into which the Plan Proponents will deposit shares of New AGT
Common equal to the aggregate of the shares of New AGT Common that each holder
of a Disputed Claim would receive as its Pro Rata share of the contemplated
distribution under the Plan if such Disputed Claim were Allowed in full. To the
extent any objections to such Disputed Claims result in the allowance of such
Claims in amounts less than those originally asserted, the shares remaining in
the Disputed Claims Reserve will be held by the Reorganized Debtors as treasury
stock.
11. Unclaimed Property will be delivered upon presentation of proper proof
by the holder of an Allowed Claim entitled to such Unclaimed Property at any
time up to one (1) year after such Creditor was entitled to receive such
Unclaimed Property. Upon the expiration of this one-year period, such Creditor
will no longer be entitled to such Unclaimed Property and all right, title, and
interest in such Unclaimed Property will vest in the Reorganized Debtors. Any
New AGT Common affected by this paragraph will be held by the Reorganized
Debtors as treasury stock.
12. Neither the Plan Proponents, nor any attorneys, accountants, or other
professionals employed by the Plan Proponents, will have or incur any liability
to any person or entity for any act taken or omission made in good faith in
connection with or related to formulating, implementing, confirming or
consummating a plan of reorganization (including, but not limited to, the
analysis and negotiations leading to the preparation of the Plan and soliciting
acceptances therefor), the Disclosure Statement, or any contract, instrument,
release, or other agreement or document entered into in connection with the
Plan, or regarding any distributions made pursuant to the Plan, except as
expressly provided in such contract, instrument, release or other agreement or
document entered into in connection with the Plan. The entry of the Confirmation
Order shall constitute the determination by the Bankruptcy Court that the Plan
Proponents and their respective partners, officers, directors, employees, or
agents, and each professional person employed by any of them have acted in good
faith through the Confirmation Date with respect to the foregoing.
ARTICLE VII
MODIFICATION OF PLAN
Pursuant to the provisions of Section 1127 of the Bankruptcy Code, the Plan
Proponents reserve the right to modify, alter, or amend the Plan at any time
before or after Confirmation.
ARTICLE VIII
DISCHARGE AND INJUNCTION
A. Confirmation shall bind the Debtors, all Creditors, holders of Interests
and other parties in interest to the provisions of the Plan whether or not the
Claim or Interest of such Creditor or holder is impaired under the Plan and
whether or not such Creditor or holder of an Interest has accepted the Plan.
B. Except as otherwise provided in the Plan or in the Confirmation Order,
on the Effective Date, to the extent applicable, the Debtors will be discharged
from any debt that arose before Confirmation, and any debt of a kind specified
in Section 502(g), 502(h) or 502(i) of the Code whether or not a proof of the
Claim based on such debt was filed or deemed filed under Section 501 of the
Code, such Claim was allowed under Section 502 of the Code or the holder of such
Claim accepted the Plan.
C. Nothing contained in this Article shall limit the effect of Confirmation
as described in Sections 524 and/or 1141 of the Bankruptcy Code, and, on the
Effective Date, the Debtors shall be deemed discharged and released to the
fullest extent permitted by Section 1141 of the Bankruptcy Code.
D. All parties shall be permanently enjoined by section 524 of the
Bankruptcy Code from asserting against the Debtors any other or further Claims
based upon any act or omission, transaction, or other activity of any kind or
nature that occurred before Confirmation. The discharge shall void any judgment
against the Debtors at any time obtained to the extent that it relates to a
Claim discharged.
E. On and after the Effective Date, all parties that have held, currently
hold, or may hold a Claim discharged pursuant to the terms of the Plan shall be
permanently enjoined by section 524 of the Bankruptcy Code from taking any of
the following actions on account of any such discharged: (a) Commencing or
continuing in any manner any action or other proceeding against the Debtors; (b)
Enforcing, attaching, collecting, or recovering in any manner any judgment,
award, decree, or order against the Debtors; (c) Creating, perfecting, or
enforcing any lien or encumbrance against the Debtors; (d) Asserting any setoff,
right of subrogation, or recoupment of any kind against any obligation due to
the Debtors; and (e) Commencing or continuing any action, in any manner, in any
place, that does not comply with or is inconsistent with the provisions of the
Plan or the Confirmation Order. Any person violating such injunction may be
liable for actual damages, including costs and attorneys' fees and, in
appropriate circumstances, punitive damages.
ARTICLE IX
SUCCESSORS AND ASSIGNS
This Plan and the provisions hereof shall be binding upon the Debtors and
their successors and assigns.
ARTICLE X
RETENTION OF JURISDICTION
Notwithstanding Confirmation, the Court shall retain jurisdiction for all
of the following purposes plus such other purposes as may be provided by the
Code:
A. The determination of the allowability and amount of Claims;
B. The determination of requests for payment of Claims entitled to priority
under Section 507(a)(1) of the Code;
C. The resolution of any disputes regarding the interpretation of this
Plan;
D. The implementation of the provisions of this Plan and entry of orders in
aid of consummation of this Plan, including without limitation, appropriate
orders to effect the provisions of this Plan;
E. The modification of this Plan pursuant to Section 1127 of the Code;
F. The resolution of any disputes regarding pre-Confirmation or
post-Confirmation fees payable pursuant to 28 U.S.C. section 1930(a)(6).
G. The entry of a final decree closing this Chapter 11 case.
ARTICLE XI
UNITED STATES TRUSTEE FEES AND REPORTS
A. The Debtors, as debtors in possession and as reorganized debtors
post-confirmation, are obligated to pay U.S. Trustee quarterly fees based upon
the disbursements of the debtors and in accordance with the sliding scale set
forth at 28 U.S.C. section 1930(a)(6). These fees accrue throughout the pendency
of the case until entry of a final decree. U.S. Trustee fees paid prior to
confirmation of a plan of reorganization will be reported in operating reports
required by 11 U.S.C. sections 704(8), 1106(a)(1), 1107(a) and the United States
Trustee Guidelines. All U.S. Trustee quarterly fees accrued prior to
confirmation of a plan of reorganization will be paid by the Reorganized Debtors
on or before the Effective Date of the Plan pursuant to 11 U.S.C. section
1129(a)(12). All U.S. Trustee fees accrued post-confirmation will be timely paid
on a calendar quarter basis and reported both on post-confirmation reports
required by Local Bankruptcy Rule 3020 and in post-confirmation monthly
operating reports required by the U.S. Trustee Guidelines. Final fees will be
paid on or before the entry of a final decree in these cases. Based upon the
Debtors' disbursements during the pendency of this case, it is anticipated that
the Debtors will owe the minimum U.S. Trustee fee on the proposed Effective Date
of the Plan and the minimum fee for each calendar quarter thereafter until entry
of a final decree.
B. Until the entry of a final decree, the Reorganized Debtor shall file
with the clerk, not later than twenty (20) days after the end of the calendar
quarter which occurs after the entry of the Confirmation Order, and every six
(6) months thereafter, a report of the action taken by the Reorganized Debtor
and the progress made toward consummation of the confirmed Plan. Said report
shall include, at a minimum, the information required under Local Bankruptcy
Rule 3020. Additionally, the Reorganized Debtor shall file post confirmation
quarterly operating reports as required by the United States Trustee Guidelines,
7.2. Failure to timely file the initial and subsequent reports may constitute
cause pursuant to 11 U.S.C. section 1112(b) for conversion to a case under
Chapter 7 or for dismissal.
ARTICLE XII
CONFIRMATION REQUEST
If necessary, the Plan Proponents request confirmation of the Plan pursuant
to section 1129(b) of the Bankruptcy Code.
Dated: June 29, 1999 ADVANCED GAMING TECHNOLOGY, INC.
BRANSON SIGNATURE RESORTS, INC.
By: /S/
DANIEL SCOTT, President
