Exhibit 2.1
MARTIN J. BRILL (State Bar No. 53220)
ROBYN B. SOKOL (State Bar No. 159506)
A Professional Corporation
1888 Century Park East, Suite 1500
Los Angeles, California 90067
Telephone: (310) 277-7400
Telecopier: (310) 277-7584
Attorneys for Digital Technologies Media Group, Inc.,
Debtor and Debtor in Possession
UNITED STATES BANKRUPTCY COURT
CENTRAL DISTRICT OF CALIFORNIA
SAN FERNANDO VALLEY DIVISION
In re Bk. No. SV 99-10944-GM
DIGITAL TECHNOLOGIES MEDIA In a Case Under Chapter
GROUP, INC., a Delaware 11 of the Bankruptcy Code
corporation, (11 U.S.C. 1101 et seq.)
Debtor. DEBTOR'S THIRD AMENDED
CHAPTER 11 PLAN
PLAN CONFIRMATION HEARING
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SEE DISCLOSURE STATEMENT FOR
VOTING AND OBJECTING PROCEDURES
Date: April 18, 2000
Time: 9:00 a.m.
Place: Courtroom "303"
21041 Burbank Blvd.
Woodland Hills, CA
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<TABLE>
<CAPTION>
TABLE OF CONTENTS
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TABLE OF AUTHORITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
I. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
II. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
III. CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS . . . . . . . . 11
A. General Overview . . . . . . . . . . . . . . . . . . . . . . . . . 11
B. Unclassified Claims . . . . . . . . . . . . . . . . . . . . . . . 11
1. Administrative Expenses . . . . . . . . . . . . . . . . . . 11
2. Priority Tax Claims . . . . . . . . . . . . . . . . . . . . 13
C. Classified Claims and Interests . . . . . . . . . . . . . . . . 14
1. Classes of Secured Claims . . . . . . . . . . . . . . . . 14
2. Classes Of Priority Unsecured Claims . . . . . . . . . . 14
3. Class Of General Unsecured Claims . . . . . . . . . . . 15
4. Class Of Interest Holders . . . . . . . . . . . . . . . . 15
D. Means Of Performing The Plan . . . . . . . . . . . . . . . . .. 16
1. Formation Of A BDC And Acquisition Of Data. . . . . . 16
2. Borrowing Of Money To Fund Plan . . . . . . . . . . . . 18
3. Anticipated Investee Company . . . . . . . . . . . . . . . 18
4. Execution Of Documents . . . . . . . . . . . . . . . . . . 19
5. Post-Confirmation Management . . . . . . . . . . . . . . . 19
6. Disbursing Agent . . . . . . . . . . . . . . . . . . . . . 20
7. Amendment To Charter Documents Of Debtor And Other Matters . 21
8. Exemption From Registration Under
Section 1145 of the Code . . . . . . . . . . . . . . . . 23
9. Closing of Register For Existing
Common Stock . . . . . . . . . . . . . . . . . . . . . . . 23
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TABLE OF CONTENTS (Continued)
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IV. TREATMENT OF MISCELLANEOUS ITEMS . . . . . . . . . . . . . . . . . . . 23
A. Executory Contracts And Unexpired Leases . . . . . . . . . . . 23
1. Assumptions . . . . . . . . . . . . . . . . . . . . . . . . 23
2. Rejections . . . . . . . . . . . . . . . . . . . . . . . . . 24
B. Changes In Rates Subject To Regulatory Commission Approval . 25
C. Retention Of Jurisdiction . . . . . . . . . . . . . . . . . . . . 25
D. Miscellaneous Issues Regarding Plan Distributions . . . . . . . 27
1. No Fractional Shares Issues . . . . . . . . . . . . . . . 27
2. Name and Address of Holder . . . . . . . . . . . . . . . 27
3. Unclaimed Property . . . . . . . . . . . . . . . . . . . . 28
E. Post-Confirmation U.S. Trustee Fees . . . . . . . . . . . . . . 28
F. Post-Confirmation Claims Of Debtor . . . . . . . . . . . . . . . 28
V. EFFECT OF CONFIRMATION OF PLAN . . . . . . . . . . . . . . . . . . . . 28
A. Discharge And Release Of Liabilities . . . . . . . . . . . . . 28
B. Revesting Of Property In The Debtor . . . . . . . . . . . . . 29
C. Modification Of Plan . . . . . . . . . . . . . . . . . . . . . . 30
D. Post-Confirmation Status Report . . . . . . . . . . . . . . . . . 30
E. Post-Confirmation Conversion/Dismissal . . . . . . . . . . . . . . 30
F. Final Decree . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
G. Confirmation Request . . . . . . . . . . . . . . . . . . . . . . . 31
EXHIBIT A - UNEXPIRED LEASES TO BE ASSUMED . . . . . . . . . . . . . . . . 32
EXHIBIT B - EXECUTORY CONTRACTS TO BE ASSUMED . . . . . . . . . . . . . . 33
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TABLE OF AUTHORITIES
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PAGE(S)
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STATUTES
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11 U.S.C. Section 101 . . . . . . . . . . . . . . . . . . . . . . . . 1, 4
11 U.S.C. Section 1106 . . . . . . . . . . . . . . . . . . . . . . . . . 8
11 U.S.C. Section 1107 . . . . . . . . . . . . . . . . . . . . . . . . . 8
11 U.S.C. Section 1108 . . . . . . . . . . . . . . . . . . . . . . . . . 8
11 U.S.C. Section 1112(b) . . . . . . . . . . . . . . . . . . . . . . . . 30
11 U.S.C. Section 1123(b)(3) . . . . . . . . . . . . . . . . . . . . . . . 8
11 U.S.C. Section 1127 . . . . . . . . . . . . . . . . . . . . . . . . 26
11 U.S.C. Section 1129 . . . . . . . . . . . . . . . . . . . . . . . . . 6
11 U.S.C. Section 1129(a) . . . . . . . . . . . . . . . . . . . . . . . . 31
11 U.S.C. Section 1129(b) . . . . . . . . . . . . . . . . . . . . . . . . 31
11 U.S.C. Section 1141(d)(1) . . . . . . . . . . . . . . . . . . . . . . 28
11 U.S.C. Section 1141(d)(1)(A) . . . . . . . . . . . . . . . . . . . . . 29
11 U.S.C. Section 1145 . . . . . . . . . . . . . . . . . . . . . . . . 18, 23
11 U.S.C. Section 502(d) . . . . . . . . . . . . . . . . . . . . . . . 3, 9
11 U.S.C. Section 502(e) . . . . . . . . . . . . . . . . . . . . . . . . . 3
11 U.S.C. Section 502(g) . . . . . . . . . . . . . . . . . . . . . . . . 29
11 U.S.C. Section 502(h) . . . . . . . . . . . . . . . . . . . . . . . . 29
11 U.S.C. Section 502(i) . . . . . . . . . . . . . . . . . . . . . . . . 29
11 U.S.C. Section 506 . . . . . . . . . . . . . . . . . . . . . . . . . . 9
11 U.S.C. Section 507(a) . . . . . . . . . . . . . . . . . . . . . . . . 15
11 U.S.C. Section 507(a)(1) . . . . . . . . . . . . . . . . . . . 2, 11, 12
11 U.S.C. Section 507(a)(3) . . . . . . . . . . . . . . . . . . . 9, 14, 15
11 U.S.C. Section 507(a)(4) . . . . . . . . . . . . . . . . . . . 9, 14, 15
11 U.S.C. Section 507(a)(5) . . . . . . . . . . . . . . . . . . . 9, 14, 15
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TABLE OF AUTHORITIES (Continued)
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PAGE(S)
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11 U.S.C. Section 507(a)(6) . . . . . . . . . . . . . . . . . . . 9, 14, 15
11 U.S.C. Section 507(a)(7) . . . . . . . . . . . . . . . . . . . 9, 14, 15
11 U.S.C. Section 507(a)(8) . . . . . . . . . . . . . . . . . . . . . 9, 13
11 U.S.C. Section 510 . . . . . . . . . . . . . . . . . . . . . . . . . . 9
11 U.S.C. Section 541 . . . . . . . . . . . . . . . . . . . . . . . . . . 3
11 U.S.C. Section 542 . . . . . . . . . . . . . . . . . . . . . . . . . . 9
11 U.S.C. Section 543 . . . . . . . . . . . . . . . . . . . . . . . . . . 9
11 U.S.C. Section 544 . . . . . . . . . . . . . . . . . . . . . . . . . . 9
11 U.S.C. Section 545 . . . . . . . . . . . . . . . . . . . . . . . . 9
11 U.S.C. Section 547 . . . . . . . . . . . . . . . . . . . . . . . . 9
11 U.S.C. Section 548 . . . . . . . . . . . . . . . . . . . . . . . . 9
11 U.S.C. Section 549 . . . . . . . . . . . . . . . . . . . . . . . . 9
11 U.S.C. Section 550 . . . . . . . . . . . . . . . . . . . . . . . . 9
11 U.S.C. Section 551 . . . . . . . . . . . . . . . . . . . . . . . . 9
11 U.S.C. Section 552 . . . . . . . . . . . . . . . . . . . . . . . . 10
11 U.S.C. Section 553 . . . . . . . . . . . . . . . . . . . . . . . . 10
15 U.S.C. Sections 80a-1 . . . . . . . . . . . . . . . . . . . . . . . . 8
28 U.S.C. Section 1930(a)(6) . . . . . . . . . . . . . . . . . . . . . . 28
RULES
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Local Bankruptcy Rule 3022 . . . . . . . . . . . . . . . . . . . . . . . 31
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TABLE OF AUTHORITIES (Continued)
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PAGE(S)
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OTHER
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Securities Act of 1933
Section 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
The Investment Company Act of 1940 . . . . . . . . . . . . . . . . . . . 8
Sections 80A-2(48) of the Investment Company Act . . . . . . . . . . . 4
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I.
INTRODUCTION
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Digital Technologies Media Group, Inc., a Delaware corporation is the
debtor in a Chapter 11 bankruptcy case. On January 26, 1999, Digital
Technologies Media Group, Inc. (the "Debtor"), commenced a bankruptcy case by
filing a voluntary Chapter 11 petition under the United States Bankruptcy Code
("Code"), 11 U.S.C. 101 et seq. This document is the Third Amended Chapter 11
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Plan ("Plan") proposed by the Debtor (also referred to as "Plan Proponent").
Sent to you in the same envelope as this document is the Disclosure Statement
which has been approved by the Court, and which is provided to help you
understand the Plan.
This is a reorganizing Plan. In other words, the Debtor seeks to satisfy
its obligations to Creditors by issuing its securities pursuant to the terms of
the Plan. The Reorganized Debtor will change its name to Central Capital
Venture Corporation and will become a Nevada corporation operating and conceived
as a closed end mutual fund specifically designed to engage in investments of
startup (venture capital) companies. The Reorganized Debtor will be engaged as
a Business Development Corporation (a "BDC") under the Investment Company Act.
The Reorganized Debtor's common stock will be distributed to the Debtor's
Creditors and Interest Holders in exchange for their Claims and Interests.
The Reorganized Debtor's investment objective will be to invest in assets
and/or management services in companies with gross sales of less than $500,000
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per annum and selected situations (such as leveraged buyouts and established
business operations) that will benefit from long-term capital growth. The
Reorganized Debtor will derive its income through management consulting fees and
profit from the selective sales of the companies contained in its investment
portfolio.
The Effective Date of the proposed Plan is the later of (i) the first
business day after the eleventh (11th) day following Confirmation of the Plan;
or (ii) the first business day after such date on which there is not in force
any stay or injunction against the enforcement of the Plan or the Confirmation
Order. It is anticipated that the Effective Date of the Plan will be April 15,
2000.
II.
DEFINITIONS
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The following definitions will apply with respect to this Plan and the
Disclosure Statement.
1. "Administrative Claims" or "Administrative Expenses". Claims for
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costs or expenses of administering the Debtor's Chapter 11 case which are
allowed under Bankruptcy Code section 507(a)(1).
2. "Administrative Tax Claims". A Claim filed by a governmental unit
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for taxes (and for interest and penalties related to such taxes) for any tax
year or period to the extent it occurs or falls within the period from and
including the Petition Date through and including the Effective Date.
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3. "Allowed". When used in respect of a Claim or Interest or
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group of Claims or Interests, means --
(a) if no proof of Claim or Interest has been timely filed, such
amount of the Claim or Interest or group of Claims or Interests which has been
scheduled by the Debtor as liquidated in amount and not disputed or contingent
and as to which no party in interest has filed an objection within the time
required under the Plan or otherwise fixed by the Bankruptcy Court and which
Claim or Interest is not disallowed under 502(d) or (e) of the Bankruptcy
Code; or
(b) if a proof of Claim or Interest has been filed by the Claims
Bar Date or is deemed timely filed by the Bankruptcy Court, such amount of the
Claim or Interest or group of Claims or Interests as to which any party in
interest has not filed an objection within the time required under this Plan or
otherwise fixed by the Bankruptcy Court and which Claim or Interest is not
disallowed under 502(d) or (e) of the Bankruptcy Code; or
(c) such amount of the Claim or Interest or group of Claims or
Interests which is allowed by a Final Order of the Bankruptcy Court; or
(d) such amount of the Claim or Interest or group of Claims or
Interests which is allowed under the Plan.
4. "Allowed Claim". A Claim which is Allowed.
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5. "Allowed Class Claim". An Allowed Claim in the particular Class
----------------------
described.
6. "Assets". All assets of the Debtor's Estate including "property of
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the estate" as described in 541 of the Bankruptcy Code.
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7. "BDC". A business development company as defined in Sections
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80A-2(48) of the Investment Company Act.
8. "Ballot". The Ballot for accepting or rejecting this Plan.
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9. "Ballot Date". The date set by the Bankruptcy Court by which all
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Ballots with respect to the Plan must be received.
10. "Bankruptcy Code". The Bankruptcy Code, as codified in Title 11 of
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the United States Code, 11 U.S.C. 101 et seq., including all amendments thereto,
to the extent such amendments are applicable to the Case.
11. "Bankruptcy Rules". The Federal Rules of Bankruptcy Procedure as
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now in effect or hereafter amended and applicable to the Case.
12. "Business Day". Any day other than a Saturday, Sunday or a legal
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holiday (as defined in Bankruptcy Rule 9006(a)).
13. "Bar Date". The general bar date for the filing of proofs of Claim
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as set by the Bankruptcy Court.
14. "Case". The case under Chapter 11 of the Bankruptcy Code commenced
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by the Debtor on January 26, 1999 and bearing Case No. SV 99-10944-GM.
15. "Cash". Cash or cash equivalents including, but not limited to,
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bank deposits, checks or other similar items.
16. "Claim". (a) Any right to payment from the Debtor, whether or not
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such right is reduced to judgment, liquidated, unliquidated, fixed, contingent,
matured, unmatured, disputed, undisputed, legal, equitable, secured or
unsecured, or (b) any right to an equitable remedy for breach of performance if
such breach gives rise to a right of payment from the Debtor, whether or not
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such right to an equitable remedy is reduced to judgment, fixed, contingent,
matured, unmatured, disputed, undisputed, secured, or unsecured.
17. "Class". A class of Claims or Interests described in Article III
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of the Plan.
18. "Class A Preferred Stock". One hundred thousand (100,000) shares
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of Class A Preferred Stock issued by the Debtor to Data shareholders. The Class
A Preferred Stock shall be convertible into common stock of Data held by
the Reorganized Debtor upon the earlier to occur: (i) twelve (12) months from
issuance, (ii) an investment totaling $1,000,000 is made in Data by the
Reorganized Debtor, or (iii) a registration with the Securities and Exchange
Commission of Data's stock becomes effective. The Class A Preferred Stock shall
not pay a dividend and shall have voting rights only with respect to Data equal
to 4,000,000 shares of Data. The Class A Preferred Stock shall be convertible
into Data common stock pursuant to the following formula: the converted shares
shall be equal to 68% of the total Data common shares (3.4 million shares) to be
issued after conversion.
19. "Confirmation". The entry of the Order by the Bankruptcy Court
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confirming the Plan pursuant to 1129 of the Bankruptcy Code.
20. "Confirmation Date". The date upon which the Bankruptcy Court
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enters an order confirming the Plan pursuant to 1129 of the Bankruptcy Code.
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21. "Confirmation Order". The order of the Bankruptcy Court
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confirming the Plan pursuant to 1129 of the Bankruptcy Code.
22. "Court". The United States Bankruptcy Court for the Central
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District of California.
23. "Creditor". The Holder of a Claim against the Debtor.
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24. "Data". DataNet Information Systems, Inc., a Nevada corporation.
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25. "Debtor". Digital Technologies Media Group, Inc., a Delaware
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corporation.
26. "Digi". Digi Commerce, Inc., an investee company to be formed by
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the Reorganized Debtor.
27. "Disbursing Agent". The person or entity responsible for making
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all distributions provided for under the Plan.
28. "Disclosure Statement". The "Debtor's Third Amended Disclosure
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Statement Describing Debtor's Third Amended Chapter 11 Plan" filed by the Plan
Proponent in support of the Plan, and any and all amendments and exhibits to the
Disclosure Statement.
29. "Disputed Claim". A Claim or Interest as to which a proof of Claim
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or Interest has been filed or is deemed to have been filed under applicable
law or an Administrative Claim, as to which an objection has been or is filed by
the Debtor or any other party in interest in accordance with the Plan, the
Bankruptcy Code, the Bankruptcy Rules, or the Local Rules, which objection has
not been withdrawn or determined by a Final Order. Prior to the time that an
objection has been or is filed, for the purposes of the Plan, a Claim or
Interest may be considered a Disputed Claim in its entirety if: (i) the amount
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of a Claim or Interest specified in a proof of claim exceeds the amount of any
corresponding Claim scheduled by the Debtor in its Schedule of Assets and
Liabilities; (ii) any corresponding Claim scheduled by the Debtor in its
Schedule of Assets and Liabilities has been scheduled as disputed, contingent or
unliquidated, irrespective of the amount scheduled; or (iii) no corresponding
Claim has been scheduled by the Debtor in its Schedule of Assets and
Liabilities.
30. "Distribution". Any transfer under the Plan of Cash or Units of
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Reorganized Debtor's Securities to either a Holder of an Administrative Claim, a
Holder of an Allowed Claim, a Holder of an entitlement to payment of a
Post-Effective Date Expense or an Interest Holder.
31. "Effective Date". The later of (i) the first business day which is
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eleven (11) days following the Confirmation Date; or (ii) the first
Business Day after such date under clause (i) on which there is not in force any
stay or injunction against the enforcement of the Plan or the Confirmation
Order.
32. "Estate". The estate in the Debtor's Case created pursuant to
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541(a) of the Bankruptcy Code.
33. "Estate Representative". The person(s) or entity(ies) authorized
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to exercise and perform the rights, powers and duties held by the Estate,
including without limitation the authority under Bankruptcy Code 1123(b)(3) to
provide for the settlement, adjustment, retention and enforcement of Claims
and Interests of the Estate, including, but not limited to all Rights of Action
and the authority to exercise all rights under Bankruptcy Code
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1106, 1107 and 1108. Upon and after the Effective Date, the Reorganized
Debtor shall be the Estate Representative.
34. "Final Order". An order, decree or judgment of the Bankruptcy
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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.
35. "Holder". The holder of a Claim against or Interest in the Debtor.
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36. "Insiders". All Persons who are "insiders" as that term is defined
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in Section 101 of the Bankruptcy Code.
37. "Interest". Any equity security of the Debtor as defined in
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section 101(49) of the Bankruptcy Code.
38. "Investment Company Act". The Investment Company Act of 1940, 15
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U.S.C. 80a-1, et seq.
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39. "Local Rules". The Local Bankruptcy Rules for the United States
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Bankruptcy Court for the Central District of California, as now in effect or
hereafter amended and applicable to the Case.
40. "Person". Any natural person or other entity.
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41. "Petition Date". January 26, 1999.
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42. "Plan". The Debtor's Third Amended Chapter 11 Plan.
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43. "Plan Proponent". The Debtor.
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44. "Priority Tax Claims". Certain unsecured income, employment and
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other taxes described by Bankruptcy Code Section 507(a)(8).
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45. "Priority Unsecured Claims". Claims that are referred to in
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Bankruptcy Code Sections 507(a)(3), (4), (5), (6), and (7) which are required to
be placed in Classes.
46. "Pro Rata". With respect to a particular Class of Claims or
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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.
47. "Record Date". The date of entry of the Order approving the
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Disclosure Statement for this Plan.
48. "Reorganized Debtor". The Debtor after Confirmation.
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49. "Rights of Action". Any and all Claims, demands, rights, actions,
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causes of action and suits of the Debtor's Estate, of any kind or character
whatsoever, known or unknown, suspected or unsuspected, whether arising prior
to, on or after the Petition Date, in contract or in tort, at law or in equity
or under any other theory of law, including but not limited to (1) rights of
setoff, counterclaim or recoupment, and claims on contracts or for breaches of
duties imposed by law, (2) the right to object to Claims or Interests, (3)
claims pursuant to Section 362 of the Bankruptcy Code, (4) such claims and
defenses as fraud, mistake, duress, usury and (5) all avoiding powers, rights to
seek subordination and all rights and remedies under Sections 502(d), 506,
510, 542, 543, 544, 545, 547, 548, 549, 550, 551, 552 or 553 or any fraudulent
conveyance, fraudulent transfer, or preference laws.
50. "Secured Claim". A Claim secured by a lien on property of the
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Debtor's Estate.
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51. "Unclaimed Property". Any funds or securities distributed to
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Creditors or Holders of Interests which are unclaimed as of twelve (12) months
after the Distribution. Unclaimed Property will include, without limitation,
Cash, checks, securities, and any other property which is to be distributed
pursuant to the Plan which has been returned as undeliverable without a proper
forwarding address, or which was not mailed or delivered because of the absence
of a proper address to which to mail or deliver such property.
52. "Unit(s) of Reorganized Debtor's Securities". Securities of the
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Reorganized Debtor consisting of one (1) share of common stock of the
Reorganized Debtor and one (1) Class A warrant to purchase the Reorganized
Debtor's common stock. The Class A warrant shall allow the warrant holder to
purchase one (1) share of common stock of the Reorganized Debtor at a price of
$5.00 per share at any time within one (1) year from the Effective Date. Upon
the exercise of the Class A warrant, the warrant holder also shall receive one
(1) Class B warrant to purchase the Reorganized Debtor's common stock. The
terms of the Class B warrant shall be set by the board of directors of the
Reorganized Debtor subsequent to the Effective Date of the Plan.
53. "Unsecured Claim". Any Claim against the Debtor, however arising,
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e.g., from providing goods or services or from the rejection of an executory
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contract or an unexpired lease, which is not an Administrative Claim, Priority
Tax Claim, Priority Non-Tax Claim or Secured Claim.
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III.
CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS
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A. General Overview.
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As required by the Bankruptcy Code, the Plan classifies Claims and
Interests in various Classes according to their right to priority of payments as
provided in the Bankruptcy Code. The Plan states whether each Class of Claims
or Interests is impaired or unimpaired. The Plan provides the treatment each
Class will receive.
B. Unclassified Claims.
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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 Proponent has not placed the
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following Claims in a Class. The treatment of these Claims is provided below.
1. Administrative Expenses.
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Administrative expenses are claims for costs or expenses of administering
the Debtor's Chapter 11 Case which are Allowed under Code Section 507(a)(1).
The Code requires that all
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Administrative Claims be paid on the Effective Date of the Plan, unless a
particular claimant agrees to a different treatment.
The following chart lists all of the Debtor's 507(a)(1) Administrative
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Claims and their treatment under this Plan.
<TABLE>
<CAPTION>
NAME AMOUNT OWED TREATMENT
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<S> <C> <C>
ROBINSON, DIAMANT & BRILL, $ 60,000.00 RDB SHALL RECEIVE A DISTRIBUTION OF 4 UNITS
A PROFESSIONAL CORPORATION (ESTIMATED FEES) OF THE REORGANIZED DEBTOR'S SECURITIES FOR
("RDB"), BANKRUPTCY COUNSEL FOR EACH DOLLAR OWED RDB IN FULL AND COMPLETE
DEBTOR $ 20,000.00 SATISFACTION OF ITS ALLOWED CLAIM FOR FEES.
(ESTIMATED COSTS)
IN ADDITION, RDB SHALL BE PAID IN CASH ITS
ALLOWED COSTS.
CLAIMANT WILL RECEIVE ITS PRO RATA
DISTRIBUTION OF 30% OF THE DATA COMMON
STOCK WHEN SUCH COMMON STOCK IS ISSUED.
CLAIMANT WILL RECEIVE ITS PRO RATA
DISTRIBUTION OF 30% OF THE DIGI COMMON
STOCK WHEN SUCH STOCK IS ISSUED.
------------------------------- ------------------- --------------------------------------------
DAVID A. KEKICH $ 49,000.00 CLAIMANT SHALL RECEIVE A DISTRIBUTION OF
OFFICER AND DIRECTOR OF DEBTOR 4 UNITS OF THE REORGANIZED DEBTOR'S
SECURITIES FOR EACH DOLLAR OWED DAVID
KEKICH IN FULL AND COMPLETE SATISFACTION OF
HIS ADMINISTRATIVE CLAIMS.
CLAIMANT WILL RECEIVE HIS PRO RATA
DISTRIBUTION OF 30% OF THE DATA COMMON
STOCK WHEN SUCH COMMON STOCK IS ISSUED.
CLAIMANT WILL RECEIVE HIS PRO RATA
DISTRIBUTION OF 30% OF THE DIGI COMMON
STOCK WHEN SUCH STOCK IS ISSUED.
------------------------------- ------------------- --------------------------------------------
ELY JAY MANDELL $ 49,000.00 CLAIMANT SHALL RECEIVE A DISTRIBUTION OF 4
OFFICER AND DIRECTOR OF DEBTOR UNITS OF THE REORGANIZED DEBTOR'S
SECURITIES FOR EACH DOLLAR OWED ELY JAY
MANDELL IN FULL AND COMPLETE SATISFACTION
OF HIS ADMINISTRATIVE CLAIMS.
CLAIMANT WILL RECEIVE HIS PRO RATA
DISTRIBUTION OF 30% OF THE DATA COMMON
STOCK WHEN SUCH COMMON STOCK IS ISSUED.
CLAIMANT WILL RECEIVE HIS PRO RATA
DISTRIBUTION OF 30% OF THE DIGI COMMON
STOCK WHEN SUCH STOCK IS ISSUED.
24
<PAGE>
HOLDERS OF DEBTOR'S UP TO $310,000.00 HOLDERS OF DEBTOR'S CERTIFICATES OF
CERTIFICATES OF INDEBTEDNESS INDEBTEDNESS MAY AT THEIR ELECTION (I) BE
PAID PURSUANT TO THE TERMS OF THE DEBTOR'S
CERTIFICATE OF INDEBTEDNESS OR (II)
EXCHANGE SUCH INDEBTEDNESS FOR 4 UNITS OF
THE REORGANIZED DEBTOR'S SECURITIES FOR
EACH DOLLAR OF INDEBTEDNESS HELD ON THE
EFFECTIVE DATE.
CLAIMANTS WILL RECEIVE THEIR PRO RATA
DISTRIBUTION OF 30% OF THE DATA COMMON
STOCK WHEN SUCH COMMON STOCK IS ISSUED.
CLAIMANTS WILL RECEIVE THEIR PRO RATA
DISTRIBUTION OF 30% OF THE DIGI COMMON
STOCK WHEN SUCH STOCK IS ISSUED.
------------------------------- ------------------- --------------------------------------------
CLERK'S OFFICE FEES $ 200.00 PAID IN FULL ON EFFECTIVE DATE
------------------------------- ------------------- --------------------------------------------
OFFICE OF THE U.S. TRUSTEE FEES $ 250.00 PAID IN FULL ON EFFECTIVE DATE
------------------------------- ------------------- --------------------------------------------
TOTAL $178,450.00
</TABLE>
Court Approval of Fees Required:
-----------------------------------
The Court must approve all professional fees listed in this chart. For all
fees except Clerk's Office fees and U.S. Trustee's fees, and other
non-professional administrative fees, the professional in question must file and
serve a properly noticed fee application and the Court must rule on the
application. Only the amount of fees allowed by the Court will be required to
be paid under this Plan.
2. Priority Tax Claims.
---------------------
Priority Tax Claims are certain unsecured income, employment and other
taxes described by Code Section 507(a)(8). The Code requires that each holder
of such a 507(a)(8) Priority Tax Claim receive the present value of such Claim
in deferred Cash payments, over a period not exceeding six years from the date
of the assessment of such tax. The Debtor does not believe any Section
507(a)(8) Priority Tax Claims exist.
///
///
25
<PAGE>
C. Classified Claims and Interests.
----------------------------------
1. Classes of Secured Claims.
----------------------------
Secured Claims are Claims secured by liens on property of the Estate. The
following chart lists all Classes containing Debtor's secured pre-petition
Claims and their treatment under this Plan:
<TABLE>
<CAPTION>
CLASS # DESCRIPTION INSIDERS IMPAIRED (Y/N) TREATMENT
------- --------------------------- -------- --------------- ---------------------------------
<C> <S> <C> <C> <C>
1 SECURED CLAIMS, CLASS 1 IS CLASS 1 CLAIMANTS SHALL EACH
CONSISTING OF: IMPAIRED. RECEIVE A DISTRIBUTION OF 2
CLAIMANTS IN UNITS OF THE REORGANIZED DEBTOR'S
CARL STEINFIELD - $5,000 NO THIS CLASS ARE SECURITIES FOR EACH
P&M REVOCABLE TRUST - NO ENTITLED TO DOLLAR OF ALLOWED SECURED
5,000 VOTE ON THE CLAIM IN FULL, FINAL AND
RED TREE INTERNATIONAL, YES PLAN. COMPLETE SATISFACTION OF
LLC - $1,400 THEIR CLAIMS AND LIENS
STEVE LINEN - $2,500 AGAINST THE DEBTOR AND ITS
THOMAS FORD - $2,500 NO PROPERTY. ON THE EFFECTIVE
THOMAS WARD - $12,500 NO DATE THE COLLATERAL SHALL BE
NO RELEASED BY CLASS 1 CLAIMANTS
- COLLATERAL AND THE REORGANIZED DEBTOR
DESCRIPTION = SECURITY SHALL OWN THE COLLATERAL FREE
INTEREST IN DEBTOR'S PRE- AND CLEAR OF LIENS.
PETITION CLAIMS AND
CAUSES OF ACTION AGAINST CLAIMANTS WILL RECEIVE THEIR
FORMER OFFICERS, PRO RATA DISTRIBUTION OF 30%
DIRECTORS AND ACCOUNTANTS OF THE DATA COMMON STOCK WHEN
OF DEBTOR. SUCH COMMON STOCK IS ISSUED.
- COLLATERAL VALUE = CLAIMANT WILL RECEIVE THEIR
UNKNOWN PRO RATA DISTRIBUTION OF 30%
OF THE DIGI COMMON STOCK WHEN
- PRIORITY OF SUCH STOCK IS ISSUED.
SECURITY INT. = 1ST
- PRINCIPAL OWED =
28,900.00
- PRE-PET. ARREARAGE
AMOUNT = 0
- POST-PET. ARREARAGE
AMOUNT = 0
- TOTAL CLAIM AMOUNT =
28,900.00
</TABLE>
2. Classes Of Priority Unsecured Claims.
----------------------------------------
Certain priority Claims that are referred to in Code Sections 507(a)(3),
(4), (5), (6), and (7) are required to be placed in Classes. These types of
Claims are entitled to priority treatment as follows: the Code requires that
26
<PAGE>
each Holder of such a Claim receive Cash on the Effective Date equal to the
Allowed amount of such Claim. However, a Class of Unsecured Priority Claim
Holders may vote to accept deferred Cash payments of a value, as of the
Effective Date, equal to the Allowed amount of such Claims.
The Debtor believes that no creditors exist with Claims under 11 U.S.C.
507(a)(3), (4), (5), (6), or (7).
3. Class Of General Unsecured Claims .
-------------------------------------
General Unsecured Claims are Unsecured Claims not entitled to priority
under Code Section 507(a). The following chart identifies this Plan's treatment
of the Class containing all of Debtor's general Unsecured Claims:
---
<TABLE>
<CAPTION>
IMPAIRED
CLASS # DESCRIPTION (Y/N) TREATMENT
------- -------------------------------------- ------------------- ---------------------------------------
<C> <S> <C> <C>
2 GENERAL UNSECURED CLAIMS IMPAIRED. ALLOWED UNSECURED CLAIMANTS SHALL
MEMBERS OF THIS RECEIVE A DISTRIBUTION OF 1 UNIT OF THE
- TOTAL AMT OF CLAIMS = APPROXIMATELY CLASS ARE ENTITLED REORGANIZED DEBTOR'S SECURITIES FOR
535,648.59 TO VOTE ON THE EACH DOLLAR OR ALLOWED UNSECURED
PLAN CLAIM IN FULL, FINAL AND COMPLETE
SATISFACTION OF THEIR CLAIMS AGAINST
THE DEBTOR.
CLAIMANTS WILL RECEIVE THEIR PRO RATA
DISTRIBUTION OF 30% OF THE DATA
COMMON STOCK WHEN SUCH COMMON
STOCK IS ISSUED.
CLAIMANTS WILL RECEIVE THEIR PRO RATA
DISTRIBUTION OF 30% OF THE DIGI
COMMON STOCK WHEN SUCH STOCK IS
ISSUED.
</TABLE>
4. Class Of Interest Holders.
----------------------------
Interest Holders are the parties who hold ownership interest (i.e.,
equity interest) in the Debtor. If the Debtor is a corporation, entities
holding preferred or common stock in the Debtor are Interest Holders. If the
Debtor is a partnership, the interest holders include both general and limited
27
<PAGE>
partners. If the Debtor is an individual, the Debtor is the interest holder.
The following chart identifies this Plan's treatment of the Class of Interest
Holders:
<TABLE>
<CAPTION>
CLASS # DESCRIPTION IMPAIRED TREATMENT
------- ------------------------- ----------------------------------
(Y/N)
------- ------------------------- ----------------------------- ----------------------------------
<C> <S> <C> <C>
3 INTEREST HOLDERS - COMMON IMPAIRED INTEREST HOLDERS IN AS SOON AS PRACTICABLE AFTER THE
STOCK - 3378 SHAREHOLDERS THIS CLASS ARE EFFECTIVE DATE, ALLOWED INTEREST
EXIST ENTITLED TO HOLDERS ON THE RECORD DATE SHALL
VOTE ON THE RECEIVE A PRO RATA DISTRIBUTION OF
PLAN. 33,551 UNITS OF THE REORGANIZED
DEBTOR'S SECURITIES IN FULL
SATISFACTION OF ALL RIGHTS,
INTERESTS AND CLAIMS OF SUCH
INTEREST HOLDERS.
CLAIMANTS WILL RECEIVE THEIR PRO
RATA DISTRIBUTION OF 30% OF THE
DATA COMMON STOCK WHEN SUCH COMMON
STOCK IS ISSUED.
CLAIMANTS WILL RECEIVE THEIR PRO
RATA DISTRIBUTION OF 30% OF THE
DIGI COMMON STOCK WHEN SUCH STOCK
IS ISSUED.
</TABLE>
D. Means Of Performing The Plan.
--------------------------------
1. Formation Of A BDC And Acquisition Of Data.
-------------------------------------------------
Immediately following the distribution of its Units of Reorganized Debtor's
Securities, the Reorganized Debtor will file a Form N54-A and make a BDC
election under the Investment Company Act which defines the Reorganized Debtor's
business purpose, its venture capital investment activities and the type of
companies in which it may invest.
Prior to the Effective Date the Debtor acquired 1,000,000 shares of Data
common stock (representing 100% of Data's total stock outstanding) from First
28
<PAGE>
Portland Corporation (30% shareholder), Bernie Budney (55% shareholder) and
Jande International Holdings, LLC (15% shareholder) by issuing such shareholders
of Data one share of the Debtor's Class A Preferred Stock for every ten shares
of Data common stock owned. The purchase of 100% of the Data common stock will
result in Data's shareholders holding 100,000 shares of the Class A Preferred
Stock of the Debtor. The acquisition of Data also required a $100,000 capital
contribution from the Debtor to Data for working capital. The purchase of the
Data common stock by the Reorganized Debtor resulted in Data's shareholders
acquiring the following distribution of Class A Preferred Stock:
<TABLE>
<CAPTION>
DATA OWNERSHIP # OF PREFERRED
-------------- ---------- --------------
SHAREHOLDERS INTEREST # OF DATA SHARES STOCK SHARES
-------------- ---------- ---------------- --------------
<S> <C> <C> <C>
FIRST PORTLAND 30% 300,000 30,000
CORPORATION
BERNIE BUDNEY 55% 550,000 55,000
JANDE 15% 150,000 15,000
INTERNATIONAL
HOLDINGS, LLC
</TABLE>
The Reorganized Debtor intends to distribute thirty percent (30%) of the Data
securities owned by it to shareholders who are to receive securities under the
Plan on a Pro Rata basis based upon Units held. The Debtor has agreed to
provide Data $1,000,000 (of which $100,000 has already been paid) over a two
year period for operational purposes including marketing, sales and development.
Once Data has received a total of $1,000,000, the Reorganized Debtor will
register the Data stock owned by it with the Securities and Exchange Commission.
The registration of Data stock also will include the common stock resulting from
29
<PAGE>
the conversion of the Class A Preferred Stock. The Class A Preferred Stock
issued in exchange for Data common stock will not be issued pursuant to Section
1145 of the Code. It is anticipated that the Data Common Stock will be
registered within one year of Plan Confirmation.
2. Borrowing Of Money To Fund Plan.
------------------------------------
Pursuant to Bankruptcy Court approval, the Debtor was authorized to
borrow up to $310,000 from several individuals and issue its notes to evidence
the indebtedness (the "Debtor's Certificates of Indebtedness"). The funds from
the Debtor's Certificates of Indebtedness will be used to fund the Data
transaction, the costs associated with acquisition of 1,000,000 shares of Data
common stock, the costs associated with reorganizing the Debtor including the
printing and mailing of the disclosure statement materials to all Creditors and
shareholders, as well as general working capital for the Debtor.
3. Anticipated Investee Company.
------------------------------
Digi will be a start-up E-commerce travel reservations World Wide Web
design Assistance Company with Internet Service Provider aspects. Digi will
provide web design and access assistance to merchants in a mall or portal type
of setting for specific travel destinations, where Digi intends to open its caf
s. Digi will also maintain, market and operate DIGI-commerce.net and
DIGI-commerce.com which will sell various products, including sporting good
products in accordance with the Fogdog Sorts contract over the internet.
Digi will organize under Nevada Law after Confirmation. Digi shall have
20,000,000 authorized shares of common stock and 10,000,000 authorized shares of
30
<PAGE>
preferred stock. Upon formation, Digi shall issue 4,000,000 shares of common
stock, which constitutes 100% of issued Digi common stock, to the Reorganized
Debtor in exchange for a transfer of all of the Debtor's assets excluding the
Rights of Action. The Reorganized Debtor intends to distribute thirty percent
(30%) of the Digi stock to parties who are to receive securities under the Plan
on a Pro Rata basis. The Digi Stock shall be registered and will not be issued
pursuant to Section 1145 of the Code. Ely Mandell shall serve as President and
sole Director of Digi. Other officers will be named upon formation of Digi.
4. Execution Of Documents.
------------------------
Upon Confirmation, the Reorganized Debtor shall be authorized to take all
actions necessary or appropriate to complete and consummate the transactions
described herein and to enter into and implement the contracts, instruments, and
other agreements or documents created in connection with the Plan or to be
executed and delivered pursuant to the Plan before, on, or after the Effective
Date.
5. Post-Confirmation Management.
-----------------------------
Post-Confirmation, Bernie Budney will serve as vice president at an annual
salary of $50,000 per year during the first year following Confirmation plus a
travel allowance. Christopher Erickson will be the Chief Executive Officer and
President for the Reorganized Debtor. During the first year following
Confirmation, Christopher Erickson will serve in these positions for an annual
salary of $50,000 per year plus 3% of the increase in the Reorganized Debtor's
31
<PAGE>
portfolio as indicated by the liquidation of each individual portfolio security
(sale proceeds less costs), excluding the sale of any of the securities owned
except that of Data and Digi. The Directors of the Reorganized Debtor will be
as follows:
Inside Directors
-----------------
Christopher Erickson
Bernie Budney
Outside Directors
------------------
Brad Bartilson
Rex Crim
The directors will receive $500 per board meeting.
Additional officers and/or directors will be appointed by the board of directors
for the Reorganized Debtor. In addition, Leonard Ludwig of First Portland
Corporation shall have the right pursuant to the terms of the Class A Preferred
Stock to attend all board of directors meetings of the Reorganized Debtor.
6. Disbursing Agent.
-----------------
The Reorganized Debtor shall act as the Disbursing Agent for the purpose of
making all distributions provided for under the Plan. The Reorganized Debtor
may employ or contract with an entity, such as a transfer agent, to assist in or
perform the distribution of property to be distributed. The Disbursing Agent
and such other entity shall serve without bond. The Reorganized Debtor shall
receive no compensation for distribution services rendered and expenses incurred
pursuant to the Plan.
///
32
<PAGE>
7. Amendment To Charter Documents Of Debtor And Other
---------------------------------------------------------
Matters.
--------
(a) Cancellation Of Outstanding Securities Of The
--------------------------------------------------
Debtor.
-------
On the Effective Date, without shareholder approval all outstanding
instruments and securities representing Interests in the Debtor and any rights
to acquire Interests in the Debtor shall be deemed canceled and of no further
force or effect, without any further action on the part of the Bankruptcy Court
or any person. The holders of such canceled instruments, securities, and other
documents shall have no rights arising from or relating to such instruments,
securities or other documents or the cancellation thereof, except the rights
provided pursuant to the Plan.
(b) Amendments To Articles Of Incorporation.
-------------------------------------------
On the Effective Date, the Board of Directors of Reorganized Debtor shall
be authorized to amend the Articles of Incorporation and Bylaws to accomplish
the following:
(i) Change the Debtor's name to Central Capital Venture
Corporation, or such other name as the Board of Directors determines.
(ii) Change the place of incorporation of the Reorganized
Debtor to Nevada or any other state which the Board of Directors determines.
(iii) Effect a quasi-reorganization for accounting purposes.
(iv) Authorize 20,000,000 shares of no par value common stock.
33
<PAGE>
(v) Authorize 1,000,000 shares of no par value preferred
stock. The Board of Directors shall determine in their discretion the rights,
performances, privileges, and restrictions granted to or imposed on any wholly
unissued class of such shares or any wholly unissued series of any class of such
shares.
(vi) Issue shares, warrants or other securities to carry out
any transaction contemplated in the Plan without solicitation of or notice to
shareholders.
(vii) Take all action necessary and appropriate to carry out the
terms of the Plan;
(viii) Amend the Debtor's Articles of Incorporation and/or Bylaws
to provide the maximum indemnification or other protections to the Reorganized
Debtor's officers and directors that is allowed under applicable law;
(ix) In accordance with Section 1123(a)(b) of the Code, include
within its charter a provision prohibiting the issuance of nonvoting equity
securities.
(c) Take Required Actions.
-----------------------
Without shareholder approval, the Board of Directors of Reorganized Debtor
shall be authorized to take any and all action necessary or appropriate to
effectuate any amendments to the Reorganized Debtor's Certificate of
Incorporation and/or Bylaws called for under the Plan and the Board of Directors
and officers of the Reorganized Debtor shall be authorized to execute, verify,
acknowledge, file and publish any and all instruments or documents that may be
required to accomplish same.
///
///
34
<PAGE>
8. Exemption From Registration Under Section 1145 of the
------------------------------------------------------------
Code.
----
All securities to be issued pursuant to the Plan to Holders of Allowed
Claims and Allowed Interests, except the Data common stock and Digi common
stock, shall be issued pursuant to the exemption contained in Section 1145 of
the Code from the requirements of Section 5 of the Securities Act of 1933, and
any other applicable federal, state or local law requiring registration.
9. Closing of Register For Existing Common Stock.
---------------------------------------------------
At the close of business on the second Business Day immediately preceding
the Effective Date, the security register for the common stock of the Debtor
shall be closed, and thereafter there shall be no further registrations of
transfer or other changes in Holders on the books of the stock transfer agent,
or the Debtor, and the Reorganized Debtor shall have no obligation to recognize
any transfer of the common stock of the Debtor occurring thereafter (but shall
be entitled instead to recognize and deal with, for all purposes under the Plan,
except as otherwise provided herein, those Holders reflected on the security
register immediately prior to the Effective Date).
IV.
TREATMENT OF MISCELLANEOUS ITEMS
--------------------------------
A. Executory Contracts And Unexpired Leases.
--------------------------------------------
1. Assumptions.
-----------
The following are the unexpired leases and executory contracts to be
assumed as obligations of the Reorganized Debtor under this Plan (see Exhibit A
35
<PAGE>
for more detailed information on unexpired leases to be assumed and Exhibit B
for more detailed information on executory contracts to be assumed):
TYPE OF LEASE/CONTRACT LESSOR
------------------------ ------
Server Lease - Intel server for Jande International
e-commerce business
Real Property Lease - office space Jande International
Office Equipment Lease Jande International
Fogdog Sport Contract - contract to Fogdog Sports
sell merchandise on Internet
On the Effective Date, each of the unexpired leases and executory contracts
listed above shall be assumed as obligations of the Reorganized Debtor. The
Order of the Court confirming the Plan shall constitute an Order approving the
assumption of each lease and contract listed above. If you are a party to a
lease or contract to be assumed and you object to the assumption 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.
2. Rejections.
----------
On the Effective Date, any leases or contracts that the Debtor does not
intend to assume through the Plan shall be rejected.
The Order Confirming the Plan shall constitute an Order approving the
rejection of the lease or contract. If you are a party to a contract or lease
to be rejected and you object to the rejection of your contract or lease, you
must file and serve your objection to the Plan within the deadline for objecting
to the confirmation of the Plan.
36
<PAGE>
THE BAR DATE FOR FILING A PROOF OF CLAIM BASED ON A CLAIM ARISING FROM THE
REJECTION OF A LEASE OR CONTRACT IS THIRTY DAYS FROM THE REJECTION OF SUCH LEASE
OR CONTRACT. Any claim based on the rejection of a contract or lease will be
barred if the proof of claim is not timely filed, unless the Court later orders
otherwise.
B. Changes In Rates Subject To Regulatory Commission Approval.
-----------------------------------------------------------------
This Debtor is not subject to governmental regulatory commission approval
of its rates.
C. Retention Of Jurisdiction.
---------------------------
After Confirmation of the Plan and occurrence of the Effective Date, in
addition to jurisdiction which exists in any other court, the Court will retain
such jurisdiction as is legally permissible including for the following
purposes:
1. To resolve any and all disputes regarding the operation and
interpretation of the Plan and the Confirmation Order;
2. To determine the allowability, classification, or priority of Claims
and Interests upon objection by the Debtor, or by other parties in interest
with standing to bring such objection or proceeding;
3. To determine the extent, validity and priority of any lien asserted
against property of the Reorganized Debtor or property of the Estate;
4. To construe and take any action to enforce the Plan, the
Confirmation Order, and any other order of the Court, issue such orders as may
be necessary for the implementation, execution, performance, and consummation of
37
<PAGE>
the Plan, the Confirmation Order, and all matters referred to in the Plan,
the Confirmation Order, and to determine all matters that may be pending before
the Court in this Case on or before the Effective Date with respect to any
Person or entity;
5. To determine (to the extent necessary) any and all applications for
allowance of compensation and reimbursement of expenses of professionals for the
period on or before the Effective Date;
6. To determine any request for payment of Administrative Expenses;
7. To resolve any dispute regarding the implementation, execution,
performance, consummation, or interpretation of the Plan or the Confirmation
Order;
8. To determine motions for the rejection, assumption, or assignment of
executory contracts or unexpired leases filed before the Effective Date and
the allowance of any Claims resulting therefrom;
9. To determine all applications, motions, adversary proceedings,
contested matters, and any other litigated matters instituted during the Case
whether before, on, or after the Effective Date;
10. To determine such other matters and for such other purposes as may
be provided in the Confirmation Order;
11. To modify the Plan under Section 1127 of the Bankruptcy Code in
order to remedy any apparent defect or omission in the Plan or to reconcile any
inconsistency in the Plan so as to carry out its intent and purpose;
38
<PAGE>
12. Except as otherwise provided in the Plan or the Confirmation
Order, to issue injunctions to take such other actions or make such other orders
as may be necessary or appropriate to restrain interference with the Plan or the
Confirmation Order, or the execution or implementation by any person or entity
of the Plan or the Confirmation Order;
13. To issue such orders in aid of consummation of the Plan or the
Confirmation Order, notwithstanding any otherwise applicable nonbankruptcy law,
with respect to any person or entity, to the fullest extent authorized by the
Bankruptcy Code or Bankruptcy Rules; and
14. To enter a final decree closing this Chapter 11 Case.
D. Miscellaneous Issues Regarding Plan Distributions.
-----------------------------------------------------
1. No Fractional Shares Issues . Notwithstanding anything to the
------------------------------
contrary in the Plan, no fractional shares of securities shall be issued and all
fractional shares shall be rounded down to the nearest whole share. Holders of
Allowed Claims or Allowed Interests who would be entitled to fractional
shares but for this provision shall receive no consideration therefor because
such amount will be de minimus.
-- -------
2. Name and Address of Holder. For purposes of all Distributions
------------------------------
under this Plan, the Disbursing Agent will be entitled to rely on the name and
address of the Holder of each Allowed Claim or Interest as shown on any timely
filed proof of claim and, if none, as shown on the Debtor's Schedules, as
amended from time to time, except to the extent that the Disbursing Agent first
receives adequate written notice of a transfer or change of address, properly
executed by the Holder or its authorized agent.
39
<PAGE>
3. Unclaimed Property.
-------------------
Any property to be distributed to Creditors or Interest Holders under the
Plan shall be forfeited if it is not claimed by the entity entitled to it before
the later of one (1) year after Confirmation of the Plan or sixty (60) days
after an order allowing the Claim or Interest of that entity becomes a Final
Order.
E. Post-Confirmation U.S. Trustee Fees.
--------------------------------------
The Reorganized Debtor shall timely pay all fees incurred pursuant to 28
U.S.C. 1930(a)(6) after Confirmation.
F. Post-Confirmation Claims Of Debtor.
-------------------------------------
The Reorganized Debtor shall be the Estate Representative after
Confirmation for purposes of prosecuting Rights of Action.
V.
EFFECT OF CONFIRMATION OF PLAN
------------------------------
A. Discharge And Release Of Liabilities
----------------------------------------
Except as otherwise provided in this Plan or in the Confirmation Order,
Confirmation shall operate as a discharge pursuant to Code section 1141(d)(1),
effective as of the Effective Date, of any and all debts or Claims against the
Debtor that arose at any time before Confirmation, including but not limited to
40
<PAGE>
all principal and interest, whether accrued before, on or after the Petition
Date. As to every discharged debt and Claim, the Creditor that held such debt
or Claim shall be precluded from asserting against the Debtor or against the
Debtor's assets or the Reorganized Debtor or any assets of the Reorganized
Debtor, any or further Claim based upon any document, instrument or act,
omission, transaction or any other activity of any kind or nature that occurred
prior to the Confirmation Date, including, without limitation, Claims in the
nature of successor liability. Without limiting the generality of the
foregoing, on the Effective Date the Debtor shall be discharged from any debt
that arose before Confirmation and any debt of the kind specified in Sections
502(g), 502(h) or 502(i) of the Code to the full extent permitted by Section
1141(d)(1)(A) of the Code. Furthermore, all Claims and debts against the Debtor
which are so discharged may not be asserted against the Reorganized Debtor under
any circumstances unless pursuant to the provisions of the Plan.
The Order of Confirmation shall operate as an injunction against the
commencement or continuation of any act relating to the collection or
enforcement of any Claim governed by the discharge provisions hereof.
B. Revesting Of Property In The Debtor.
----------------------------------------
Except as provided in Section V.E., and except as provided elsewhere in
this Plan, the Confirmation of the Plan revests all of the property of the
Estate, including all Rights of Action, in the Reorganized Debtor free and clear
of all claims and interests of Creditors.
41
<PAGE>
C. Modification Of Plan.
----------------------
The Plan Proponent may modify the Plan at any time before Confirmation.
However, the Court may require a new disclosure statement and/or revoting on the
Plan if Plan Proponent modifies the Plan before Confirmation.
The Plan Proponent may also seek to modify the Plan at any time after
Confirmation so long as (1) the Plan has not been substantially consummated and
---
(2) the Court authorizes the proposed modifications after notice and a hearing.
D. Post-Confirmation Status Report.
---------------------------------
Within 120 days of the entry of the order confirming the Plan, Plan
Proponent shall file a status report with the Court explaining what progress has
been made toward consummation of the confirmed Plan. The status report shall be
served on the United States Trustee, the twenty largest unsecured creditors, and
those parties who have requested special notice. Further status reports shall
be filed every 120 days and served on the same entities.
E. Post-Confirmation Conversion/Dismissal.
---------------------------------------
A creditor or party in interest may bring a motion to convert or dismiss
the case under 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
42
<PAGE>
the Chapter 7 estate, and the automatic stay will be reimposed upon the revested
property only to the extent that relief from stay was not previously granted by
the Court during this case.
F. Final Decree.
-------------
Once the estate has been fully administered as referred to in Bankruptcy
Rule 3022, the Plan Proponent, or other such party as the Court shall designate
in the Confirmation Order, shall file a motion with the Court to obtain a final
decree to close the Case.
G. Confirmation Request.
---------------------
In the event that all of the applicable requirements of 11 U.S.C. 1129(a)
are met other than paragraph (8), the Plan Proponent requests confirmation of
the Plan notwithstanding the requirements of such paragraph under 11 U.S.C.
1129(b).
DATED: June , 2000 DIGITAL TECHNOLOGIES MEDIA
GROUP, INC., a Delaware corporation
By:
---------------------------------
ELY JAY MANDELL
Its President
PRESENTED BY:
ROBINSON, DIAMANT, & BRILL
A Professional Corporation
By:
---------------------------------
MARTIN J. BRILL
Attorneys for Debtor and
Debtor in Possession
DIGITAL TECHNOLOGIES MEDIA GROUP, INC.
43
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT A - UNEXPIRED LEASES TO BE ASSUMED
LEASES ARREARS/DMGS METHODS OF CURE
------------------------- ---------------------------- -------------------------------------------
<S> <C> <C>
- DESCRIPTION = OFFICE - DEFAULT AMT = 0 - METHOD OF CURING DEFAULT & LOSS = NA
SUBLEASE - ACTUAL PECUNIARY LOSS = 0 - MEANS OF ASSURING FUTURE PERFORMANCE =
JANDE CONSENTS TO THE ASSUMPTION OF
- LESSOR'S NAME = JANDE THIS LEASE AND DOES NOT REQUIRE ADEQUATE
INTERNATIONAL ASSURANCE OF FUTURE PERFORMANCE
- LESSEE'S NAME =
DEBTOR
- EXPIRATION DATE =
JANUARY 1, 2000
</TABLE>
44
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT B - EXECUTORY CONTRACTS TO BE ASSUMED
CONTRACT DEFAULT/DMGS METHODS OF CURE
-------------------------- ----------------------------- ------------------------------------------------
<S> <C> <C>
- CONTRACT DESCRIPTION = - DEFAULT AMT = 0 - METHOD OF CURING DEFAULT & LOSS = NA
CONTRACT PROVIDING - ACTUAL PECUNIARY LOSS = 0
DEBTOR THE RIGHT TO SELL - MEANS OF ASSURING PERFORMANCE = NA
FOGDOG SPORTS SPORTING FOGDOG SPORTS CONSENTS TO THE ASSUMPTION OF THIS
GOODS ON THE INTERNET LEASE AND DOES NOT REQUIRE ADEQUATE ASSURANCE
THROUGH A -WEBSITE TO BE OF FUTURE PERFORMANCE
DEVELOPED BY THE DEBTOR.
- CONTRACTING PARTIES =
1. FOGDOG SPORTS
2. DEBTOR
- DESCRIPTION = SERVER - DEFAULT AMT = 0 - METHOD OF CURING DEFAULT & LOSS = NA
LEASE - ACTUAL PECUNIARY LOSS = 0 - MEANS OF ASSURING FUTURE PERFORMANCE =
JANDE CONSENTS TO THE ASSUMPTION OF THIS LEASE
- LESSOR'S NAME = AND DOES NOT REQUIRE ADEQUATE ASSURANCE OF
JANDE INTERNATIONAL FUTURE PERFORMANCE
- LESSEE'S NAME =
DEBTOR
- EXPIRATION DATE =
JANUARY 2000
- DESCRIPTION = - DEFAULT AMT = 0 - METHOD OF CURING DEFAULT & LOSS = NA
EQUIPMENT LEASE - ACTUAL PECUNIARY LOSS = 0 - MEANS OF ASSURING FUTURE PERFORMANCE =
JANDE CONSENTS TO THE ASSUMPTION OF THIS LEASE
- LESSOR'S NAME = AND DOES NOT REQUIRE ADEQUATE ASSURANCE OF
JANDE INTERNATIONAL FUTURE PERFORMANCE
- LESSEE'S NAME =
DEBTOR
- EXPIRATION DATE =
FEBRUARY 1, 2000
</TABLE>
45
