UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION
12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE
REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
Case File Number __0-7733___________
Professional Investors Insurance Group, Inc.
(Exact name of registrant as specified in its charter)
10670 N. Central Expressway, Suite 512, Dallas, Texas 75231 (214)363-4187
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
None
(Titles of other classes of securities for which a duty to file reports under
section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule
provisions relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1)(i) X Rule 12h-3(b)(1)(i)
Rule 12g-4(a)(1)(ii) Rule 12h-3(b)(1)(ii)
Rule 12g-4(a)(2)(i) Rule 12h-3(b)(2)(i)
Rule 12g-4(a)(1)(ii) Rule 12h-3(b)(2)(ii)
Rule 15d-6
Approximate number of holders of record as of the certification or notice
date: 5
(See the attached documents confirming the plan of reorganization as amended and
modified of Professional Investors Insurance Group, Inc., and explanation of
events)
Pursuant to the requirements of the Securities Exchange Act of 1934
Professional Investors Insurance Group, Inc. has caused this certification/
notice to be signed on its behalf by the undersigned duly authorized person.
Date: March 31, 1998 By: E.P. Keiffer, Debtor's counsel in Case No.
397-34575-SAF-11
EXPLANATION OF EVENTS
Professional Investors Insurance Group, Inc. ("PIIGI") was a publicly
traded, registered corporation. It was a holding company for various insurance
companies in various states insuring different types of risks. PIIGI, in
response to financial problems, began to liquidate some of its subsidiaries
in the early 1990's. The liquidation of the subsidiaries was for the purpose of
paying certain indebtedness that was owed by PIIGI to various lenders. By mid
1992 PIIGI was effectively left with only one subsidiary, United Republic Life
Insurance Company, Inc. ("URLIC"). In late 1992, URLIC was subjected to
rehabilitation/liquidation proceedings instituted by the State of Utah's
Insurance Commissioner's Office. This effectively left PIIGI without any
viable means of supporting itself and brought its very existence into
question.
PIIGI and its primary secured creditor, United Overseas Bank of
Luxembourg, S.A. ("UOB") were engaged in litigation over UOB's actions relative
to PIIGI's subsidiary URLIC, which PIIGI was attempting to get out of
liquidation. UOB was attempting to foreclose on its collateral, PIIGI's
common stock of URLIC. Due to a noticed foreclosure sale on the stock in
question PIIGI filed for relief under Chapter 11 of Title 11 of the U.S. Code on
May 19, 1997.
PIIGI was able to secure an order of confirmation on its Plan as amended
and modified. The Plan provided that the prior shareholders of PIIGI's sole
class of stock have their interests canceled in accordance with meeting the
requirements of the absolute priority rule of Section 1129 of the Bankruptcy
Code (See Plan Section 3.11). New shares were issued to administrative claims
funders as well as to unsecured creditors who elected to take stock in lieu of a
distribution from a set pool of funds(See Plan Section 3.9). The resulting
number of shareholders is now five (5).
The attached documents show the filing date of the Chapter 11, the Plan and
its various amendments and modifications, their requisite approvals and the
Order Confirming the Plan.
Frank J. Wright
State Bar No. 22028800
E. P. Keiffer
State Bar No. 11181700
BURKE, WRIGHT & KEIFFER, P.C.
2900 Renaissance Tower
1201 Elm Street
Dallas, TX 75270-2102
Phone: (214) 742-2900
Fax: (214) 748-6815
ATTORNEYS FOR DEBTOR
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
IN RE:
PROFESSIONAL INVESTORS CASE NO. 397-34575-SAF-11
INSURANCE GROUP, INC.,
DEBTOR
DEBTOR'S AMENDED PLAN OF REORGANIZATION
PROFESSIONAL INVESTORS INSURANCE GROUP, INC. ("PIIGI" or
"Debtor"),
a corporation that filed for relief under Title 11 of the U.S.
Code, proposes the following Debtor's
Amended Plan of Reorganization (hereinafter referred to as "Plan").
ARTICLE I.
Definitions
Capitalized terms used in this Plan, unless otherwise defined
herein, shall have the meanings
or rules of construction assigned to each under the Bankruptcy
Code. In construing the defined term
or terms used in the Plan, (i) the singular shall include the
plural and the plural shall include the
singular, (ii) the conjunctive shall include the disjunctive and
the disjunctive shall include the
conjunctive, and (iii) reference to any gender shall include any
other gender as appropriate. Unless
the context otherwise requires, the following terms used herein
shall have the following meanings:
1.1 Allowed Administrative Expense Claim shall mean an
Allowed Claim arising from
costs or expenses of administration of the Debtor's Estate allowed
under Section 503(b) of the
Bankruptcy Code, including, without limitation: any actual and
necessary expenses of preserving the
Debtor's Estate; any actual and necessary expenses of operating the
Debtor's business from and after
the Petition Date to and including the Confirmation Date; any
borrowing by Debtor pursuant to
Section 364 of the Bankruptcy Code; all allowances of compensation
or reimbursement of expenses
to the extent approved by the Bankruptcy Court under Section 330 of
the Bankruptcy Code; and any
fees or charges assessed against the Debtor's Estate under Chapter
123, Title 28, United States Code.
1.2 Allowed Claim shall mean any Claim in the amount and in
the priority classification
set forth in any proof of such Claim that has been timely filed in
this case, or in the absence of such
proof, as set forth in the Debtor's Schedule of Liabilities, as
amended, filed in the Case, unless: (i)
such Claim has been listed in such Schedule as disputed,
contingent, or unliquidated, in which case
such Claim shall be allowed only if a proof of such Claim has been
timely filed; (ii) such Claim has
been objected to or is objected to after entry of the Confirmation
Order, in which case such Claim
shall be allowed only in such amount and such classification as is
authorized by a Final Order of the
Bankruptcy Court; or (iii) such Claim has been paid in full,
withdrawn or otherwise deemed satisfied
in full. An Allowed Claim shall not include unmatured interest
accruing after the Petition Date unless
otherwise stated in the Plan.
1.3 Allowed MS Holdings Claim shall mean the promissory note
held by MS Holdings
in the original amount of $600,000 due from the Debtor, which note
is secured by 600,000 shares
of Series B Stock of United Republic.
1.4 Allowed Interest shall mean an interest in the Debtor in
the nature of stock
ownership.
1.5 Allowed RTC Note Claim shall mean the Allowed Claim of
Baystreet Investments
related to the purchase of an obligation of the Debtor from the
Resolution Trust Corporation.
1.6 Allowed Sale of Securities Claim shall mean an Allowed
Claim arising from the sale
of securities of the Debtor or its affiliate United Republic. Such
claims are subordinated pursuant to
Section 510 (b) of the Code.
1.7 Allowed Secured Claim shall mean an Allowed Claim which
is secured by an interest
in property of Debtor's Estate, to the extent of the value of such
Estate Property.
1.8 Allowed Unsecured Claim shall mean an Allowed Claim which
is not entitled to
priority under Section 507(a) of the Bankruptcy Code, or as to
which the claimant does not have a
validly perfected enforceable lien or security interest as defined
in Sections 101(37), (50) and (51)
of the Bankruptcy Code, or an Allowed Claim arising from the
rejection of an unexpired lease or
executory contract.
1.9 Allowed Unsecured Conversion Claim shall mean any Allowed
Unsecured Claim
or the undersecured portion of an Allowed Secured Conversion Claim,
that by prepetition contract,
is granted a right to the holder of said claim, a right to convert
all, or a portion of said debt, into
common stock of the Debtor.
1.10 Allowed Unsecured Priority Tax Claim shall mean an
Allowed Claim of a
governmental unit, as defined in Section 101(27) of the Bankruptcy
Code, which is unsecured and
which is entitled to priority under Section 507(a)(8) of the
Bankruptcy Code.
1.11 Avoidance Actions shall mean any cause of action under
the various sections of
Chapter 5 of Title 11 of the U. S. Code which causes of action are
created by virtue of the Debtor
filing for relief under the Bankruptcy Code.
1.12 Bankruptcy Code shall mean Title 11 of the United States
Code, 11 U.S.C.
Section 101, et. seq., as amended from time to time.
1.13 Bankruptcy Court shall mean the United States Bankruptcy
Court for the Northern
District of Texas, Dallas Division.
1.14 Bankruptcy Rules shall mean the Federal Rules of
Bankruptcy Procedure adopted
by the Supreme Court of the United States, as amended from time to
time.
1.15 Bar Date shall mean September 23, 1997, the bar date set
by order of the Court
entered on August 6, 1997.
1.16 Case shall mean the Chapter 11 Case entitled In Re:
Professional Investors Insurance
Group, Inc., presently pending before the Bankruptcy Court as Case
No. 97-34575-SAF
1.17 Cash shall mean currency, check, draft, wire transfer and
other similar forms of
payment.
1.18 Chapter 11 shall mean Chapter 11 of the Bankruptcy Code.
1.19 Claim shall mean any right to payment or right to an
equitable remedy for breach of
performance if such breach gives rise to a right of payment from
Debtor on or as of the Petition Date,
whether or not such right is reduced to judgment, liquidated,
fixed, contingent, disputed, legal,
equitable, secured or unsecured.
1.20 Confirmation Date shall mean the date on which the
Confirmation Order is entered
by the Clerk of the Bankruptcy Court in the docket for the Case.
1.21 Confirmation Order shall mean the Order entered by the
Bankruptcy Court
confirming the Plan pursuant to Section 1129 of the Bankruptcy
Code.
1.22 Consummation of the Plan Date shall mean the date on or
before 18 months after
the Effective Date, on which the Debtor certifies to the Court
that the Debtor or its wholly owned
subsidiary is engaged in business.
1.23 Court shall mean the United States Bankruptcy Court for
the Northern District of
Texas, Dallas Division, in which the Case is pending, and any court
having jurisdiction to hear appeals
or certiorari proceedings therefrom.
1.24 Creditor shall mean any Person that holds an Allowed
Claim.
1.25 Davister Capital Infusion shall mean the funds or
marketable securities supplied by
Davister in exchange for common stock of PIIGI, which funds shall
be used to fund all plan
requirements set forth herein and thereafter utilized as the Board
of Directors of PIIGI, post
confirmation, deems appropriate.
1.26 Davister shall mean Davister Corporation.
1.27 Debtor shall mean PIIGI, a Delaware corporation, the
Debtor and Debtor-in-Possession in
this Case.
1.28 Disclosure Statement shall mean the written Disclosure
Statement submitted by the
Debtor contemporaneously herewith concerning the Plan, as approved
by the Bankruptcy Court
pursuant to Section 1125(b) of the Bankruptcy Code, as amended from
time to time.
1.29 Disputed Claim shall mean (a) any Claim or portion of a
Claim (other than an Allowed
Claim) which is scheduled by the Debtors as disputed, contingent or
unliquidated, or (b) a Claim,
proof
of which has been filed pursuant to 501(a) of the Bankruptcy Code
as unliquidated or contingent,
or (c)
a Claim, proof of which has been filed pursuant to 501(a) of the
Bankruptcy Code and as to which
an
objection to the allowance thereof has been interposed within any
time limitation fixed by an order
of the
Bankruptcy Court, or by this Plan, which objection has not been
settled or determined, in whole or
in part,
by a Final Order.
1.30 Distribution shall mean the Cash and other consideration
distributed by the Debtor
under the Plan from time to time.
1.31 Effective Date shall mean the eleventh day following the
day the Confirmation Order
is entered, unless a stay is obtained. In the event a stay is
obtained, the Effective Date will be the
eleventh day after an order dissolving the stay is entered.
1.32 Estate shall mean the estate created upon the
commencement of this Case pursuant
to Section 541(a) of the Bankruptcy Code.
1.33 Estate Property shall mean all of the Debtor's property
created in this Case, including
all property in which the Debtor has an interest, as defined in
Section 541(a) of the Bankruptcy Code.
1.34 Final Order shall mean an order or judgment of the
Bankruptcy Court, as entered by
the Clerk of the Bankruptcy Court on a docket related to the Case,
as to which: (i) the time for appeal
or petition for review has expired, and no appeal or petition for
review is pending or was timely filed;
or (ii) any appeal or petition for review has been finally
determined or dismissed.
1.35 Objection Bar Date shall mean the date on or before
which the Debtor shall have
filed any and all objections to the allowance of Claims for
distribution purposes. The Claims
Objection Bar Date is the 10th day after the Effective Date of the
Plan. Notwithstanding the above,
the Debtor shall not have to file an objection for distribution
purposes as to the claim of the Internal
Revenue Service until such time as the Debtor's filing under
Section 505 (a)(2)(B) has been finally
determined.
1.36 Petition Date shall mean May 19, 1997, the date upon
which a petition for relief
under Chapter 11 of the Bankruptcy Code was filed by the Debtor.
1.37 Person shall mean an individual, corporation,
partnership, joint venture, trust, estate
and/or an incorporated association.
1.38 Plan shall mean this Chapter 11 Plan, in its present form
and as it may be further
amended or modified from time to time in accordance with the
Bankruptcy Code, the Bankruptcy
Rules, and the provisions contained herein.
1.39 Plan Closing Date shall mean the date when all securities
to be issued by the Debtor
and all funding provided for by the Plan shall occur. The Plan
Closing Date shall occur after the
Effective Date, but in no event more than 30 days after the
Confirmation Date.
1.40 Plan Escrow Account shall mean the account set up by
Davister Corporation at a
national bank located in Dallas, Texas, which account shall be
styled Plan Escrow Account for
Professional Investors Insurance Group, Inc. and into which
Davister Corporation, on or before the
Plan Closing Date shall deposit cash in the amount necessary to
meet the funding requirements of
Article 5.3. The fund will be held at the highest possible
interest rate that the national bank offers.
In the alternative, should Davister choose meet the funding
requirements of 5.3 by depositing
marketable securities into a securities account then Davister is
required to keep the value of the
securities placed in said securities account, net of costs of sale,
at 125% of the amount required to
be in the Plan Escrow Account at any time. Any negative
fluctuation of 10% on the value, down to
115% of the required amount will require the placement of
additional marketable securities into the
securities account by Davister within two trading days. The
securities account will not be subject to
any lien or encumbrance by or on account of Davister's creditors.
1.41 Pro Rata shall mean the same proportion that an Allowed
Claim or Allowed Interest
in a particular class bears to the aggregate amount of all Allowed
Claims or Allowed Interests in such
class. To the extent that Disputed Claims or Disputed Interests
exist in such class, until all such
Disputed Claims or Disputed Interests shall have become Allowed
Claims or Allowed Interests, as
the case may be, pro rata shall mean the same proportion that an
Allowed Claim or Allowed Interest
in a particular class bears to the aggregate amount of all Allowed
Claims and Disputed Claims or
Allowed Interests and Disputed Interests, as the case may be, in
such class.
1.42 Secured Claim shall mean all Creditors which held, as of
the Petition Date, Allowed
Claims secured by a valid, enforceable and properly perfected lien,
encumbrance, security interest,
or other charge against or interest in Estate Property, in an
amount which is not in excess of the value
of the Estate Property subject to such Claim and only to the extent
of the value of the lien,
encumbrance or security interest of the holder of such Allowed
Claim in such Estate Property,
determined in accordance with Section 506 of the Bankruptcy Code.
To the extent the value of such
Creditor's Allowed Claim exceeds the value of the Estate Property
subject to such Claim, such
Allowed Claim shall be treated as an Allowed Unsecured Claim in
accordance with Section 506 of
the Bankruptcy Code, except as otherwise set forth herein.
1.43 UOB shall mean United Overseas Bank (Luxembourg) S.A.
1.44 United Republic shall mean United Republic Life Insurance
Company, the life
insurance subsidiary of the Debtor, currently a Utah chartered
company, which is seeking to
rehabilitate itself and redomesticate in the State of Oklahoma.
ARTICLE II.
Classification of Allowed Claims and Allowed Interests
2.1 Inclusion in Classes: All Allowed Claims and Allowed
Interests, other than Allowed
Claims specified in Sections 507(a)(1), 507(a)(2) and 507(a)(8),
which Allowed Claims are not
classified in accordance with Section 1123(a)(1) of the Bankruptcy
Code, are placed in the classes
described in this Article II of the Plan.
2.2 Class 1 Disputed Secured Claim of UOB. Class 1 shall
consist of the Disputed
Secured Claim of UOB.
2.3 Class 2 Allowed Secured Claim of Davister Corporation.
Class 2 shall consist of
the Allowed Secured Claim of Davister Corporation.
2.4 Class 3 Allowed Secured Claim of American Life Holdings.
Class 3 shall consist
of the Allowed Secured Claim of American Life Holdings Corp.
2.5 Class 4 Allowed Secured Claim of MS Holding. Class 4
shall consist of the Allowed
Secured Claim of MS Holdings.
2.6 Class 5 Allowed Unsecured Conversion Claims. Class 5
shall consist of all Allowed
Unsecured Claims of Davister Corporation, American Life Holding
Corp. and New Century Realty,
Inc. with the contractual right to convert debt to equity at a
ratio of one share for $.25.
2.7 Class 6 Allowed General Unsecured Claims. Class 6 shall
consist of all Allowed
Unsecured Claims and the RTC Note Claim .
2.8 Class 7 Allowed Sale of Securities Claims. Class 7 shall
consist of all Allowed Sale
of Securities Claims.
2.9 Class 8 Allowed Interests in the Debtor. Class 8 shall
consist of the Allowed
Interests in the Debtor.
ARTICLE III.
Treatment
3.1 Title 28 U.S.C. Section 1930 Fees. All fees required
pursuant to 28 U.S.C. Section
1930 shall, if not previously paid in full, be paid in Cash on the
Effective Date.
3.2 Allowed Administrative Expense Claims. Each holder of an
Allowed
Administrative Expense Claim as defined in paragraph 1.1 hereof, if
not previously paid in full
pursuant to a Final Order of the Bankruptcy Court, shall receive
Cash equal to the unpaid amount of
such Allowed Administrative Expense Claim upon the later of (i) the
Effective Date or (ii) the first
business day after a Final Order is entered regarding such Allowed
Administrative Expense Claim,
unless the holder of such Allowed Administrative Expense Claim
agrees to different treatment. New
Century Realty, Inc., as an administrative lender under Section 364
of the Code, has agreed to receive
ten (10) shares of the common stock of PIIGI for each dollar that
New Century Realty, Inc. has lent
to the Debtor. The holder of an Administrative Claim who has not
previously filed any proof of claim
on account of the Administrative Claim, other than a Professional
Fee Claim or claim incurred in the
ordinary course of business, shall file such proof of claim by the
Administrative Claim Bar Date,
which is the 30th day after the Effective Date. Any ordinary
course of business expense that is
incurred prior to the Plan Closing Date and has not been paid as
of the Plan Closing Date, whether
because such claim was not due under ordinary business terms
between the Debtor and the claimant
or was not otherwise an Allowed Administrative Claim, shall not be
required to file an Administrative
Claim to be paid by the Debtor. Taxing authorities who may have
claims for taxes due or who may
be subject to requests for refunds for the Debtor's activities in
1997 will have their claim or refund
request determined under the appropriate subsection of Section 505
of the Code. Any claims for
refund or assertions of taxes due will be made in accordance with
that taxing authorities requirement
to file a return, if any, as modified by Section 505.
3.3 Allowed Unsecured Priority Tax Claim. Each holder of an
Allowed Unsecured
Priority Tax Claim shall be paid in full in Cash on the Effective
Date, unless the holder of such
Allowed Unsecured Priority Tax Claim agrees to different treatment.
3.4 Class 1: Disputed Secured Claim of UOB. UOB's Disputed
Secured Claim is
subject to Adversary Proceeding no. 397-3289 to determine the
extent and validity of its lien and
whether the monetary obligation as to its claim is barred by
limitation. UOB's claim is listed in
Debtor's Schedules as disputed. UOB shall retain its asserted lien
until the final resolution of the
referenced adversary. The value of UOB's Disputed Secured Claim is
the amount of the distribution
that will be received in the United Republic
liquidation/rehabilitation proceeding on account of the
common stock of PIIGI which UOB allegedly holds as collateral. As
of the date of the hearing on
the Disclosure Statement, PIIGI has determined that the value of
UOB's Disputed Secured Claim is
$563,107. Accordingly, on or before the Plan Closing Date,
Davister, pursuant to Articles 1.40 and
5.3 of this Plan, will deposit $563,107 in cash or 125% of said sum
in marketable securities into the
Plan Escrow Account on account of the UOB Disputed Secured Claim.
The amount of the cash
deposit or 125% value of marketable securities deposit by Davister
into the Plan Escrow Account for
the payment of the UOB Disputed Secured Claim on or before the Plan
Closing Date may be an
amount other than $563,107 if (i) the Bankruptcy Court, at a
hearing held on or before the
Confirmation Date, determines the value of the UOB Disputed Secured
Claim to be an amount other
than $563,107, in which case such other amount will be deposited by
Davister in cash or marketable
securities pursuant to Articles 1.40 and 5.3 pf this Plan or (ii)
PIIGI, Davister and UOB agree on a
different amount, in which case such different amount will be set
forth in the Confirmation Order and
deposited by Davister in cash or marketable securities pursuant to
Articles 1.40 and 5.3 of this Plan.
Upon the entry of a final, non-appealable order in Adversary
Proceeding Number 397-3289, UOB
will receive one of the following treatments upon turning over
physical possession of the stock it
holds as collateral to the Debtor:
i. If UOB's claim for sums lent to the Debtor is upheld
in all respects, so that
UOB has an Allowed Secured Claim equal to the value of its
collateral on the Confirmation
Date and an Allowed Unsecured Claim for the balance, and UOB
did not make an election
under 1111 (b) prior to the entry of an order approving
PIIGI's Disclosure Statement, then
upon the order in the Adversary Proceeding providing such
becoming final and non
appealable, UOB will be paid the amount(s) of its then
Allowed Claim plus all interest earned
on such amount or cash equal to said interest earned at a rate
set by the Court and the
remaining amount of UOB's claim will receive the treatment set
forth in Class 6;
ii. If UOB's claim for sums lent to the Debtor is
upheld, and UOB has made the
election under 1111 (b) prior to the entry of an order
approving PIIGI's Disclosure
Statement, then upon the order in the adversary proceeding
becoming final, UOB will be paid
the amount of its Secured Claim over a period of time such
that the present value of the
stream of payments equals the value of the collateral securing
UOB's claim on the
Confirmation Date. The value of UOB's Secured Claim shall be
deposited in an Plan Escrow
Account and the payments provided for herein shall be funded
from such interest bearing
account or securities account. The stream of payments shall
be determined by taking the
Allowed Amount of UOB's claim and applying a discount rate of
9% on the Confirmation
Date, such that the present value of the stream of payments,
to be made quarterly, equals the
value of UOB's collateral on the Confirmation Date. It is the
Debtor's contention that if
UOB takes the 1111 (b) election, utilizing the value that the
Debtor asserts is the value of
UOB's collateral, see footnotes 13 and 14 in Article XI, then
under the discount rate set forth
above, UOB would be entitled to quarterly payments of
$13,320.83 for 135 quarters and
would have a final payment of one quarter later of $8,899.66.
Otherwise stated, the term
would be 33 years and nine months. Notwithstanding anything
stated above, UOB would
retain its possessory lien on the stock it holds in this
instance and this instance alone until such
time as the amount of UOB's Secured Claim, as modified under
1111(b), is paid in full;
iii. If UOB's claim for sums lent to the Debtor is
upheld, but only so that UOB
has an Allowed Secured Claim equal to the value of its
collateral, and UOB does not have an
Allowed Unsecured Claim for the balance and UOB does not or is
not allowed to make an
election under 1111 (b), then upon the order in the adversary
proceeding becoming final,
UOB will be paid the amount(s) of its then Allowed Claim plus
all interest earned on such
amount or cash equal to said interest earned at a rate set by
the Court; or
iv. If UOB's claim for sums lent to the Debtor is
denied, then the funds deposited
in the Plan Escrow Account account shall be paid, up to
$100,000, to the holders of Allowed
Class 6 Claims and if the Allowed Class 6 Claims are then
paid in full, then those funds shall
be paid to Class 7 creditors. The rest and residue over and
above $100,000 shall be retained
by the Debtor free and clear of all liens and encumbrances as
unrestricted cash reserves of the
Debtor, which may be used as the Board of Directors and the
officers of the Debtor, post
confirmation, see fit.
3.5 Class 2: Allowed Secured Claim of Davister. The Allowed
Secured Claim of
Davister shall be equal to the value of the collateral it holds,
3,544,000 shares of Series B Preferred
Stock of United Republic, on the Confirmation Date. Davister has
agreed, as part of the settlement
set forth in Article XI of the Plan, to allow the value of its
collateral to either remain with United
Republic or cause any such distribution from United Republic on
account of said Series B Preferred
Stock or any rights Davister may have relative to same, to be
returned to United Republic, through
the Debtor, post confirmation, for the purpose of recapitalizing
that entity. Davister, in exchange
for its Secured Claim, shall receive common stock in the Debtor,
that is issued pursuant to the Plan,
at a rate of five (5) shares for every dollar of its Allowed
Secured Claim. Upon the issuance of
shares of stock of PIIGI, to Davister, as provided for herein,
Davister's lien on Series B Preferred
Stock of United Republic owned by PIIGI, shall be canceled. The
unsecured portion of Davister's
Allowed Secured Claim, shall receive treatment under Class 5.
3.6 Class 3: Allowed Secured Claims of American Life
Holdings. The Allowed
Secured Claim of American Life Holdings shall be equal to the value
of the collateral it holds,
836,000 shares of Series B Preferred Stock of United Republic, on
the Confirmation Date. American
Life Holdings has agreed, as part of the settlement set forth in
Article XI of the Plan, to allow the
value of its collateral to either remain with United Republic on
account of said Series B Preferred
Stock or any rights American Life Holdings may have relative to
same, or allow any such distribution
from United Republic to be returned to United Republic, through the
Debtor, post petition for the
purpose of recapitalizing that entity. American Life Holdings in
exchange for its Claim, shall receive
common stock in the Debtor, that is issued pursuant to the Plan, at
a rate of five (5) shares for every
one dollar of its Allowed Secured Claim. Upon the issuance of
shares of common stock of PIIGI,
to American Life Holdings as provided for herein, American Life
Holdings' lien on PIIGI's Series B
Preferred Stock shall also be canceled. The unsecured portion of
American Life Holdings Allowed
Claim shall receive treatment under Class 5.
3.7 Class 4: Allowed Secured Claim of MS Holdings. The
Allowed Secured Claim of
MS Holdings shall be equal to the value of the collateral it holds,
600,000 shares of Series B
Preferred Stock of United Republic, on the Confirmation Date. MS
Holdings has agreed, as part of
the settlement set forth in Article XI of the Plan, to allow the
value of its collateral to either remain
with United Republic on account of said Series B Preferred Stock or
any rights MS Holdings may
have relative to same, or allow any such distribution from United
Republic to be returned to United
Republic, through the Debtor, post petition, for the purpose of
recapitalizing that entity. MS
Holdings, in exchange for its Claim, shall receive common stock in
the Debtor, that is issued pursuant
to the Plan, at a rate of five (5) shares for every one dollar of
its Allowed Secured Claim. Upon the
issuance of shares of common stock of PIIGI, to MS Holdings as
provided for herein, MS Holdings'
lien on PIIGI's Series B Preferred Stock shall also be canceled
The unsecured portion of MS
Holdings Allowed Claim shall receive treatment under Class 5.
3.8 Class 5: Allowed Unsecured Conversion Claims. Each
holder of a Class 5 Allowed
Unsecured Conversion Claim shall receive thirty-five one
hundredths (.35) shares for every dollar
of their Allowed Unsecured Conversion Claim in full payment of
their claims.
3.9 Class 6: Allowed General Unsecured Claims. Each holder of
a Class 6 Allowed
General Unsecured Claim shall receive a pro rata share of $100,000
provided by the Davister Capital
Infusion. Any surplus funds not necessary for distribution to
Class 6 Allowed Unsecured Creditors,
shall be used to pay Class 7 Claims.
3.10 Class 7: Allowed Unsecured Sale of Securities Claims.
Each holder of a Class 7
Allowed Unsecured Sale of Securities Claims shall receive any
residue of funds provided under the
Plan, after the payment of all Class 6 Claims in full.
3.11 Class 8: Allowed Interests in the Debtor. The holders of
the Class 8 Allowed
Interests in the Debtor will have their prior stock in the Debtor
canceled and shall receive nothing on
account of their prior interests.
ARTICLE IV.
Impairment
4.1 Impaired Classes. All Classes are impaired as defined in
Section 1124 of the
Bankruptcy Code.
ARTICLE V.
Means for Implementation of Plan
5.1 Distributions and other actions on the Plan Closing
Date. The cash distributions
for the payment of (1) 28 U.S.C. 1930 fees, (2) Allowed
Administrative Expense Claims and (3)
the Allowed Priority Claims shall be funded by the Davister
Capital Infusion. The cash distributions
for the payment of the Allowed Administrative Expense Claims which
have not been allowed and
authorized prior to the Closing Date shall be paid upon allowance
thereof. All stock issuance called
for in the Plan shall also occur on the Plan Closing Date. The
Davister Capital Infusion shall also
fund the Plan Escrow Account for the Class 1 Disputed Secured Claim
and the total payment for the
Class 6 General Unsecured Claims. If there has not been a
satisfactory resolution of the
liquidation/rehabilitation of United Republic as of the Effective
Date, then the Debtor (i) may
proceed in a manner consistent with what it determines to be its
best interest and the best interests
of its shareholders; and (ii) will have 18 months from the
Effective Date to continue to do business
to enable it to achieve the discharge under Section 1141; provided,
however, that, whether or not
there has been a satisfactory resolution of the
liquidation/rehabilitation of United Republic as of the
Effective Date, Davister is nevertheless obligated to fund the Plan
Escrow Account pursuant to
Articles 1.40, 3.4 and 5.3 of this Plan on or before the Plan
Closing Date and the Debtor is
nevertheless required to perform all of its obligations under this
Plan, including but not limited to its
obligations regarding the treatment of the UOB Disputed Secured
Claim set forth in Article 3.4 of
this Plan.
5.2 Deadline for Objections to Claims and Provisions for
Disputed Claims. The
Debtor shall, by the Claims Objection Bar Date, file any an all
objections to all claims, except for
Priority Tax Claims subject to a filing governed by Section 505 of
the Bankruptcy Code. Priority Tax
Claims subject to a filing governed by Section 505 of the
Bankruptcy Code shall have their objections
filed, if at all, after the determination by the taxing authority
or the Bankruptcy Court, which ever is
applicable. For purposes of calculating Pro Rata or any other
distributions to be made under this
Plan to holders of Claims against the Debtor in any Class, the
amount of the total Allowed Claims
in such Class shall be computed as if all Disputed Claims still
outstanding on the date of any such
distribution were allowed in the full amount thereof. The funds
held on account of those Disputed
Claims shall be disbursed in accordance with the final and
non-appealable order which allows or
disallows that Claim and the applicable Plan provisions. Any
relief sought by the Debtor by means
of Section 505 of the Code shall have the equivalent effect of an
objection for the purposes of
distribution and for holding of sufficient funds for payment of
said claim.
5.3 The Davister Capital Infusion. Davister shall, on or
before the Plan Closing Date,
fund PIIGI, by depositing into the Plan Escrow Account cash in the
amount or marketable securities
that are listed on a public market, into a securities account at an
SIPC insured brokerage house, of
a value equal to 125% of the amount necessary to meet the following
obligations:
a. All Allowed Administrative Claims.
b. All Allowed Priority Claims.
c. The sum of $563,107 or such other amount for payment
of the Class 1
Disputed Secured Claim as is determined by the Bankruptcy
Court or agreed upon pursuant
to Article 3.4 of this Plan.
d. $100,000 to be funded for payment of Allowed
Unsecured Claims.
Davister shall receive on the Plan Closing Date, due to the funding
above referenced, ten (10) shares
of common stock of PIIGI for every dollar funded. If Davister
deposits securities into a securities
account, as that term is referenced in Art. 9-115 of the Texas
Business and Commerce Code, then
Davister is required to keep the value of the securities placed in
said securities account, net of costs
of sale, at 125% of the amount required to be in the Plan Escrow
Account at any time. Any negative
fluctuation of 10% on the value, down to 115% of the amount
required to be in the Plan Escrow
Account, will require the placement of additional marketable
securities into the securities account
by Davister within two trading days. The securities account will
not be subject to any lien or
encumbrance by or on account of Davister's creditors.
ARTICLE VI.
Post Confirmation Corporate Governance
6.1 The Debtor's Articles of Incorporation and Bylaws will be
amended and
supplemented, as necessary, to provide for the inclusion of the
following requirements:
a. The increase in the number of Authorized shares as
necessary to effect the
requirements of the Plan;
b. Any stock issued shall be in uncertificated form;
c. The number of directors on the Board of Directors
shall be four (4);
d. The restrictions set forth in Section 1123 (a)(6) of
the Bankruptcy Code as to
preferred stock and non-voting equity shall be made a part of
the Articles of Incorporation;
e. The entry of the Confirmation Order will be deemed
to meet all necessary
shareholder approval requirements under any applicable
provisions of Delaware law necessary
to take the corporate actions set forth in the Plan.
f. The shareholders of the Debtor will not have
prescriptive rights on the sale of
any stock of the Debtor, post confirmation.
6.2 All shares issued to holders of Allowed Administrative
Claims, and Allowed Claims
in Class 2, Class 3, Class 4 and Class 5 are issued pursuant to
1145 (a)(1). All other shares are not
issued under 1145 (a)(1) and are subject to all securities laws and
regulations relative to their
transferability and their issuance. Such shares that are issued
not on account of a claim or interest,
will be issued pursuant to Section 4(2) of the Securities Act of
1933, as amended (the "Securities
Act").
In this regard, Davister has advised Debtor that it
acknowledges that such Shares will not be
registered pursuant to the Securities Act or any applicable state
securities laws, that such Shares will
be characterized as "restricted securities" under federal
securities laws, and that under such laws and
applicable regulations such Shares cannot be sold or otherwise
disposed of without registration under
the Securities Act or an exemption therefrom. In this regard,
Davister has represented to Debtor that
it is familiar with Rule 144 promulgated under the Securities Act,
as currently in effect, and
understands the resale limitations imposed thereby and by the
Securities Act.
6.4 The Officers of the Debtor will be Cary Cope, Chairman of
the Board, Robert Turner,
President and Lori Der-Hacopian, Secretary. The Directors of the
Debtor shall be William Cox,
Michael Smyth, Robert Turner and Cary Cope. The officers who were
insiders on the Petition Date,
Robert Turner and Lori Der-Hacopian, do not receive compensation
from the Debtor.
6.5 The Debtor, upon entry of the Confirmation Order, shall
no longer be a registered
publicly traded company. Nothing herein restricts the Debtor from
thereafter seeking to become a
registered publicly traded company in accordance with any and all
applicable statutory and regulatory
requirements.
ARTICLE VII.
Executory Contracts and Unexpired Leases
7.1 Rejection. All of Debtor's executory contracts and
unexpired leases as of the Petition
Date, which have not specifically been assumed or rejected pursuant
to Section 365 of the
Bankruptcy Code or otherwise assumed pursuant to this Plan, shall
be deemed rejected on the
Effective Date.
7.2 Claims for Damages. Each person who is a party to an
Executory Contract rejected
pursuant to the Plan shall be entitled to file, not later than ten
(10) days after the Confirmation Date
which is the deemed date of such rejection, a proof of claim for
damages alleged to arise from the
rejection of the Executory Contract to which such person is a
party. A copy of such claim shall be
sent to the Debtor. Objections to any proof of claim shall be
filed not later than twenty (20) days
after the Debtor receives a copy of such proof of claim. The Court
shall determine any such
objections, unless they are otherwise resolved. All Allowed Claims
for rejection damages shall be
treated as Class 6 Claims.
ARTICLE VIII.
Voting
8.1 The holders of the Class 1 through Class 7 Allowed Claims
may vote on the Plan. The
holders of the Class 8 Allowed Interests are conclusively deemed to
have rejected the Plan pursuant
to Section 1126 (g) of the Bankruptcy Code.
8.2 Only those entities that hold Allowed Claims prior to the
deadline for submitting
ballots established by the Court shall be eligible to vote.
Notwithstanding the fact that an entity has
filed a proof of claim, each entity whose claim to which the Debtor
has filed an objection with the
Court is not eligible to vote unless such entity obtains a Final
Order of the Court temporarily allowing
its claim for the purpose of accepting or rejecting the Plan in
accordance with Rule 3018(a) of the
Bankruptcy Rules.
ARTICLE IX.
General Provisions
9.1 Modification of Plan. The Debtor may, pursuant to
Section 1127(a) of the
Bankruptcy Code, modify the Plan at any time prior to the entry of
the Confirmation Order. After
entry of the Confirmation Order, the Debtor may, pursuant to
Section 1127(b) and (c) of the
Bankruptcy Code and with approval of the Bankruptcy Court, modify
or amend the Plan in a manner
that does not materially or adversely affect the interests of
Persons affected by the Plan without
having to solicit acceptance of such modification, and may take
such steps as are necessary to carry
out the purpose and effect of the Plan as modified.
9.2 Post-Confirmation Fees and Financial Reports. The Debtor
shall be responsible
for timely payment of fees incurred pursuant to 28 U.S.C.
1930(a)(6).
9.3 Further Actions. Pursuant to Section 1142(b) of the
Bankruptcy Code, the
Confirmation Order shall operate as an order of the Court directing
the Debtor and any other
necessary parties to execute and deliver or join in the execution
and delivery of any instrument
required to transfer Estate Property, and to perform any other act
that is necessary for the
consummation of this Plan.
9.4 Captions. Captions used in this Plan are for convenience
only, and shall not affect
the construction of the Plan.
9.5 Disputed, Unliquidated and Contingent Claims.
Notwithstanding any other term
or condition of this Plan, disputed, unliquidated and contingent
Claims shall be paid only upon
allowance in accordance with the provisions of Section 502 of the
Bankruptcy Code.
9.6 Jurisdiction of the Bankruptcy Court. After the entry of
the Confirmation Order,
the Court will retain jurisdiction for the following purposes:
i. To determine the classification and priority of all
Claims against or Interests
in the Debtor and to re-examine any Claims or Interests which
may have been allowed. The
failure by the Debtor or any party-in-interest initially to
object to or to examine any Claims
or Interests shall not be deemed to be a waiver of their
rights to object to any such Claim or
Interest or cause any such Claim or Interest to be
re-examined, in whole or in part;
ii. To determine allowance of Claims for damages with
respect to rejection of
any such Executory Contracts or unexpired leases within such
time as the Court may direct;
iii. To hear and determine all applications for
compensation and other
Administrative Expenses;
iv. To conduct hearings on valuation, as necessary, and
to determine whether any
party-in-interest is entitled to recover against any Person
any claim, whether arising under
Section 506(c) of the Bankruptcy Code, or arising out of a
voidable preference, a fraudulent
transfer, or otherwise, whether such avoidable transfer
occurred prior to or after the Petition
Date;
v. To hear and determine any and all pending adversary
proceedings or contested
matters as well as any matters brought post-confirmation by
the Debtor in accordance with
Section 1123 (b)(3)(A) or (B);
vi. To determine any modification of the Plan after
Confirmation pursuant to
Section 1127 of the Bankruptcy Code;
vii. To determine all matters, controversies and disputes
arising under or in
connection with the Plan or the application or disposition of
the Estate Property;
viii. To enter any order, including injunctions,
necessary to establish and enforce
the rights and powers of the Debtor under the confirmed Plan;
ix. To enter and implement such orders as may be
necessary and appropriate in
the event the Confirmation Order is for any reason stayed,
reversed, revoked, or vacated;
x. To hear and determine by entry of orders or
judgments matters concerning
local, state, and federal taxes and all Tax Claims pursuant to
Sections 346, 505, 525, and
1146 of the Bankruptcy Code and all Claims or actions by
Governmental Units;
xi. To determine all controversies, suits, and disputes
that may arise in connection
with the interpretation, enforcement, or Substantial
Consummation of the Plan, or any
Person's obligation thereunder; and
xii To enter a final decree pursuant to Rule 3022 of the
Bankruptcy Rules.
9.7 Request for Confirmation. To the extent deemed
necessary, the Debtor hereby
requests the Bankruptcy Court to enter an Order confirming the
Plan.
9.8 Cram-Down. If any impaired Class under the Plan fails to
accept the Plan in
accordance with Sections 1126 and 1129(a)(8) of the Bankruptcy
Code, the Debtor reserves the right
to request the Bankruptcy Court to confirm the Plan pursuant to
Section 1129(b) of the Bankruptcy
Code.
9.9 Disclosure Statement. The attention of holders of Claims
and Interests is directed
to the Disclosure Statement approved by the Court in connection
with this Plan..
9.10 Retention of Claims and Causes of Action. All causes of
action, rights, claims and
demands against any third parties, creditors, investors,
individuals, insiders or other entities which the
Debtor or the Debtor in Possession owns or has an interest in or
can assert in any fashion, in any
forum, since their formation, or which could be asserted by any
creditor or trustee under the
Bankruptcy Code, whether pre-petition or post-petition, including,
but not limited to, actions under
542 through 553 inclusive of the Bankruptcy Code and 510 of the
Bankruptcy Code to recover
assets for the Debtor's estates and for the benefit of Creditors
and to subordinate claims (collectively
"Debtor Actions") and all proceeds of and recoveries on Debtor
Actions. Debtor Actions expressly
include, but are not limited to, all claims of the Debtor in any
adversary proceedings presently pending
in the Bankruptcy Court for the Northern District of Texas, any
actions in the courts of the State of
Texas, in which the Debtor is party, including but not limited to
those claims set forth or which could
be set forth in Cause No. 96-03330, styled United Overseas Bank
(Luxembourg) S.A., United
Overseas Bank (Geneva) and Professional Investors Insurance Group,
Inc. pending in the 162nd
Judicial District Court in and for Dallas County, Texas (with due
regard for the stipulation entered
into in this case and described in the Disclosure Statement), any
and all claims of the Debtor against
UOB or any other person or party relative to its actions as to the
Debtor's subsidiary's (United
Republic Life Insurance Company) both prior to and during
proceedings in the State of Utah before
its Commissioner of Insurance and the attempted liquidation of same
and the Adversary Proceeding
No. 397-3289 concerning the determination of the extent and
validity of UOB's lien and claim as to
the Debtor's common stock of United Republic. Any proceeds, net of
fees, expense and other
charges, that are recovered will be retained by the Debtor.
9.11 Interest, Penalties, Fees and Plan Modifications. Except
as expressly stated in the
Plan, or allowed by the Court, no interest, penalty or late charge
is to be Allowed on any Claim
subsequent to the Filing Date. No attorneys' fees will be paid
with respect to any Claim except as
specified in the Plan or as allowed by an order of the Court.
After Confirmation, the Debtor may,
with the approval of the Court, and so long as it does not
materially or adversely affect the interest
of Creditors, remedy any defect or omission, or reconcile any
inconsistencies in the Plan or in the
Order of Confirmation, in such manner as may be necessary to carry
out the purposes and effect of
the Plan.
ARTICLE X.
Effect of the Plan on Claims and Interests
10.1 Discharge of Claims. If the requirements of this Plan
are met by the Consummation
of the Plan Date, as defined in the Plan, the Debtor will be
discharged from all claims or other debts
that arose before the Confirmation Date. Additionally, all Persons
who have claims against the
Debtor which arise prior to the Confirmation Date shall also be
prohibited from asserting such claims
against the Debtor, except as provided in the Plan. Upon meeting
the requirements of the Plan, prior
to the Consummation of the Plan Date, an officer of the Debtor
shall file a copy of the certificate
showing either the redomestication of United Republic in Oklahoma
or that the Debtor or its
subsidiary is doing business.
10.2 Injunctions. Except as provided in the Plan or
Confirmation Order, as of the Effective
Date, all entities that have held, currently hold, or may hold a
Claim or other debt or liability against
the Debtor or an Interest or other right of an equity security
holder in the Debtor are permanently
enjoined from taking any of the following actions on account of any
such Claims, debts, liabilities or
interests: (1) commencing or continuing in any manner any action or
other proceedings against the
Debtor or the Debtor's property; (2) enforcing, attaching,
collecting or recovering in any manner any
judgment, award, decree or order against the Debtor or the Debtor's
property; (3) creating,
perfecting or enforcing any lien or encumbrance against the Debtor
or the Debtor's property; (4)
asserting against the Debtor or the Debtor's property a set off,
right or claim of subordination or
recoupment of any kind against any debt, liability or obligation
due to the Debtor; and (5)
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.
Additionally, there will be an injunction restricting the
issuance and transfer of the common
stock of the Debtor that would cause an ownership shift or
otherwise cause the loss of the use of the
net operating losses of the Debtor. This injunction will be in
effect for two years from the Plan
Closing Date on the issuance or trading that would cause such an
ownership shift that would cause
the loss of the use of the net operating losses to occur during
such period.
There is also an injunction on the trading of any shares
issued pursuant to the Plan, until the
Consummation of the Plan Date has passed.
10.3 Revesting and Vesting. Except as otherwise provided in
the Plan, on and after the
Effective Date, all Property of the Debtor's estate shall vest in
the Debtor free and clear of all Claims,
liens, debts, liabilities, charges, interests and other
encumbrances.
ARTICLE XI.
Settlement of Sale of Security Claims
11.1 Davister Corporation, MS Holdings and American Life
Holdings, by voting in favor
of this Plan, agree to resolve all of their claims against the
Debtor, as set forth in section 11.03 of this
Plan.
11.2 MS Holdings, American Life Holdings and Davister
Corporation, in 1992 and 1993,
purchased Surplus Debenture Notes from United Republic, the
Debtor's affiliate. The purchase of
the Surplus Debenture Notes caused over $10,300,000 worth of cash
and real property to be put into
United Republic. The Utah Insurance Commission, despite legal
opinions and statements to the
contrary, did not approve the transaction. In an attempt to
rectify the situation, the Debtor caused
its affiliate, United Republic, to issue Series B Preferred Stock
to the Debtor in the amount of
4,980,000 shares and to Davister in the amount of 5,427,000
shares. The Series B stock issued to
the Debtor, was made the subject of security agreements in the
principal amounts of $3,544,000,
$836,000 and $600,000. These transactions were initiated by the
Debtor and its affiliate, United
Republic, and were not acquiesced in by MS Holdings, American Life
Holdings and Davister, because
the Utah Insurance Commissioner refused to recognize same and
continued to assert that United
Republic was insolvent before the transfer and was insolvent after
the transfer of the over
$10,300,000 worth of cash and real property. MS Holdings, American
Life Holdings and Davister
have continually asserted that they are entitled to a return of
the assets contributed to United
Republic, because they did not get what they had bargained for, a
debt position at United Republic.
MS Holdings, American Life Holdings and Davister have a claim
against the Debtor and against its
affiliate for rescission of the sale of the Debtor's affiliate's
debt securities.
11.3 By the confirmation of this Plan and by virtue of MS
Holdings, American Life
Holdings and Davister voting for this Plan, MS Holdings, American
Life Holdings and Davister and
the Debtor agree as follows: (1) MS Holdings shall receive the
treatment set forth in Article 3.7 in
full and final settlement of any and all claims MS Holdings has
against the Debtor and United
Republic; (2) American Life Holdings shall receive the treatment
set forth in Article 3.6 in full and
final settlement of any and all claims American Life Holdings has
against the Debtor and United
Republic; and (3) Davister shall receive the treatment set forth in
Article 3.5 and 3.10 and receive the
treatment accorded the Davister Capital Infusion, in full and final
settlement of any and all claims
Davister has against the Debtor. Davister's claims against the
Debtor's affiliate, are not resolved
herein, except to the extent that: i) the treatment in Article 3.5
of the Plan shall resolve any claims
against the Debtor's affiliate United Republic, up to the amount of
$4,459,000 plus attorneys fees to
the Petition Date; and ii) as to Davister's unsecured claim for
rescission on the sale of securities,
Davister will agree to the treatment set forth in Article 3.10, but
only to the extent of $2,144,680.
Davister may nonetheless pursue a claim of $4,247,000 against
United Republic, as it sees fit.
<PAGE>
Dated: October ___, 1997.
PROFESSIONAL INVESTORS
INSURANCE GROUP, INC.
By:
___________________________
Cary Cope,
Chairman of the Board
OF COUNSEL
Frank J. Wright
State Bar No. 22028800
E. P. Keiffer
State Bar No. 11181700
BURKE, WRIGHT & KEIFFER, P.C.
2900 Renaissance Tower
1201 Elm Street
Dallas, TX 75270-2102
Phone: (214) 742-2900
Fax: (214) 748-6815
C:\DOC\PIIGI\EDGAR\PLAN008.WPD
Frank J. Wright
State Bar No. 22028800
E. P. Keiffer
State Bar No. 11181700
BURKE, WRIGHT & KEIFFER, P.C.
2900 Renaissance Tower
1201 Elm Street
Dallas, TX 75270-2102
Phone: (214) 742-2900
Fax: (214) 748-6815
ATTORNEYS FOR DEBTOR
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
IN RE:
PROFESSIONAL INVESTORS CASE NO. 397-34575-SAF-11
INSURANCE GROUP, INC.,
DEBTOR
MODIFICATIONS TO THE DEBTOR'S AMENDED PLAN OF REORGANIZATION
November __, 1997
Professional Investors Insurance Group, Inc. ("PIIGI" or
"Debtor") files this its Modifications
to the Debtor's Amended Plan of Reorganization.
1. The Definitions in Article One will be replaced or where
struck out, they will be
deleted as follows. There will be no renumbering of definitions:
[1.9 Allowed Unsecured Conversion Claim shall mean any
Allowed Unsecured Claim
or the undersecured portion of an Allowed Secured Conversion
Claim, that by prepetition
contract, is granted a right to the holder of said claim, a
right to convert all, or a portion of
said debt, into common stock of the Debtor.] Bracketed items
struck
1.15 Bar Date shall mean September 23, 1997, the bar date set
by order of the Court
entered on August 6, 1997. Those claimants added by the
Second Amended Schedules will
not be subject to the Bar Date, unless they can be shown to
have had timely actual knowledge
of same.
2. The sections describing the treatment of Class 5 and
Class 6 unsecured claimants will
be amended to read as follows. There will be no Class 5. All
references to Class 5 in the Plan, such
as references to treatment of under secured portion s of secured
claims in Classes 2-4, are hereby
struck and such references shall hereinafter relate to Class 6
creditors who elect to take stock in PIIGI
in lieu of their debt.
[2.6 Class 5 Allowed Unsecured Conversion Claims. Class 5
shall consist of all Allowed
Unsecured Claims of Davister Corporation, American Life
Holding Corp. and New Century
Realty, Inc. with the contractual right to convert debt to
equity at a ratio of one share for
$.25.] Bracketed items struck
[3.8 Class 5: Allowed Unsecured Conversion Claims. Each
holder of a Class 5 Allowed
Unsecured Conversion Claim shall receive thirty-five one
hundredths (.35) shares for every
dollar of their Allowed Unsecured Conversion Claim in full
payment of their claims.] Bracketed
items struck
3.9 Class 6: Allowed General Unsecured Claims. Each holder of
a Class 6 Allowed
General Unsecured Claim will be allowed to elect on their
ballot whether they want to receive
thirty-five one hundredths (.35) shares for every dollar of
their Allowed Unsecured Claim in
full payment of their claim or to receive a pro rata share of
$100,000 provided by the Davister
Capital Infusion. Any surplus funds not necessary for
distribution to electing Class 6 Allowed
Unsecured Creditors, shall be used to pay Class 7 Claims.
Dated: November ___, 1997.
PROFESSIONAL INVESTORS
INSURANCE GROUP, INC.
By:
___________________________
Cary Cope,
Chairman of the Board
OF COUNSEL
Frank J. Wright
State Bar No. 22028800
E. P. Keiffer
State Bar No. 11181700
BURKE, WRIGHT & KEIFFER, P.C.
2900 Renaissance Tower
1201 Elm Street
Dallas, TX 75270-2102
Phone: (214) 742-2900
Fax: (214) 748-6815
C:\DOC\PIIGI\EDGAR\PLANMODF.CTN
Frank J. Wright
State Bar No. 22028800
E. P. Keiffer
State Bar No. 11181700
BURKE, WRIGHT & KEIFFER, P.C.
2900 Renaissance Tower
1201 Elm Street
Dallas, TX 75270-2102
Phone: (214) 742-2900
Fax: (214) 748-6815
ATTORNEYS FOR DEBTOR
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
IN RE:
PROFESSIONAL INVESTORS CASE NO. 397-34575-SAF-11
INSURANCE GROUP, INC.,
DEBTOR
ORDER
Came on to be heard this 8th day of December, 1997,
Professional Investors Insurance Group,
Inc.'s ("Debtor") Motion for Determination that the Debtor's
Disclosure Statement Need Not Be
Modified, that the Information Contained herein is Adequate for the
Purposes of Compliance with
11 U.S.C. 1127 (C), for Setting a Date by Which Creditors May
Change Their Vote, for Setting a
Date When Newly Listed Creditors May Vote on the Plan and If
Desired, Object to the Plan, for
Continuing the Confirmation Hearing and for Extension of Exclusive
Period Within Which to Confirm
a Plan (the "Motion"). The Court, after noting that there was
proper notice of the hearing and after
considering the arguments of counsel finds that just cause exists
to grant the relief requested in the
Motion. The Court further finds that the Motion, coupled with the
Debtor's previously approved
Disclosure Statement, provides adequate information and that the
Motion enables to the
Modifications to meet the requirements of 11 U.S.C. 1127 (c). The
Court further finds that certain
creditors have accepted the Debtors Amended Plan of Reorganization
("Plan") and have accepted the
Modifications set forth in the Motion. The Court otherwise
expresses no opinion on whether the
Debtor's Plan, as modified, can or will be confirmed, any such
decision will come at the continued
confirmation hearing. The Court further finds that good cause
exists to extend the exclusivity period
for confirming the plan to January 9, 1998 and that the current
plan confirmation setting should be
continued from December 8, 1997 to January 9, 1998 at 9:15 a.m.
The Court further finds that the
suggested deadlines for voting, electing treatment and objection
deadlines as to previously known
creditors and as to the newly listed creditors is reasonable. It
is therefore
ORDERED that the Debtor's exclusivity period for confirming a
plan is extended from
December 8, 1997 until January 9, 1998. It is further
ORDERED that the hearing on the confirmation of Debtor's Plan
is continued until January
9, 1998 at 9:15 a.m.. It is further
ORDERED that all creditors, except the four (4) referenced in
paragraph 3 of the Motion,
who have not delivered their ballots to Debtor as of Wednesday,
November 26, 1997 or who wish
to change their acceptance or rejection ballots or elect treatment:
i. have until December 11, 1997 to tender their ballots and
to make their election noted
on their ballot, where applicable;
ii. have until December 17, 1997 to supplement any objection
that said creditor timely
files on or before December 2, 1997, and then only
supplementing same as to the
Modification's effect. It is further
ORDERED that the four (4) creditors referenced in paragraph 3
of the Motion have until
December 29, 1997 to file their ballots, elections and objections
to the Plan and Modification.
SO ORDERED
SIGNED this _____ day of December, 1997.
____________________________________
STEVEN A. FELSENTHAL,
UNITED STATES BANKRUPTCY JUDGE
C:\DOC\PIIGI\EDGAR\PLANMODF.ORD
E. P. Keiffer
State Bar No. 11181700
BURKE, WRIGHT & KEIFFER, P.C.
2900 Renaissance Tower
1201 Elm Street
Dallas, TX 75270-2102
Phone: (214) 742-2900
Fax: (214) 748-6815
ATTORNEYS FOR DEBTOR
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
IN RE:
PROFESSIONAL INVESTORS CASE NO. 397-34575-SAF-11
INSURANCE GROUP, INC.,
DEBTOR
DEBTOR'S SECOND MODIFICATIONS
TO THE DEBTOR'S AMENDED PLAN OF REORGANIZATION
January 8, 1998
Professional Investors Insurance Group, Inc. ("PIIGI" or
"Debtor") files this its Modifications
to the Debtor's Amended Plan of Reorganization. All amendments
will appear in bold and all
deletions in strikeout. [Brackets are striken out] {Braces
areadditions}
1. The definition set forth in Section 1.40 shall be amended
as follows.
1.40 Plan Escrow Account shall mean the account set up by
[Davister Corporation] {the
Debtor} at a national bank located in Dallas, Texas, which account
shall be styled Plan Escrow
Account for Professional Investors Insurance Group, Inc. and into
which Davister Corporation, on
or before the Plan Closing Date shall deposit cash in the amount
necessary to meet the funding
requirements of Article 5.3. The fund will be held at the highest
possible interest rate that the national
bank offers. In the alternative, should Davister choose meet the
funding requirements of 5.3 by
depositing marketable securities into a securities account, {then
Davister shall notify the Debtor at
least 3 business days prior to the transfer so that the debtor can
set up a securities account. If
Davister chooses to deposit marketable securities}, then Davister
is required to keep the value of
the securities placed in said securities account, net of costs of
sale, at 125% of the amount required
to be in the Plan Escrow Account at any time. Any negative
fluctuation of 10% on the value, down
to 115% of the required amount will require the placement of
additional marketable securities into
the securities account by Davister within two trading days. The
securities account will not be subject
to any {voluntary} lien or encumbrance by or on account of
[Davister's] {the Debtor's} creditors.
2. The treatment set forth as to Class 1 in section 3.4 will
be changed as follows:
3.4 Class 1: Disputed Secured Claim of UOB. UOB's Disputed
Secured Claim is
subject to Adversary Proceeding no. 397-3289 to determine the
extent and validity of its lien and
whether the monetary obligation as to its claim is barred by
limitation. UOB's claim is listed in
Debtor's Schedules as disputed. UOB shall retain its asserted lien
until the final resolution of the
referenced adversary. The value of UOB's Disputed Secured Claim is
the amount of the distribution
that will be received in the United Republic
liquidation/rehabilitation proceeding on account of the
common stock of PIIGI which UOB allegedly holds as collateral. As
of the date of the hearing on
the Disclosure Statement, PIIGI has determined that the value of
UOB's Disputed Secured Claim is
$563,107. Accordingly, on or before the Plan Closing Date,
Davister, pursuant to Articles 1.40 and
5.3 of this Plan, will deposit $563,107 in cash or 125% of said sum
in marketable securities into the
Plan Escrow Account on account of the UOB Disputed Secured Claim.
The amount of the cash
deposit or 125% value of marketable securities deposit by Davister
into the Plan Escrow Account for
the payment of the UOB Disputed Secured Claim on or before the Plan
Closing Date may be an
amount other than $563,107 if (i) the Bankruptcy Court, at a
hearing held on or before the
Confirmation Date, determines the value of the UOB Disputed Secured
Claim {as of the
Confirmation} to be an amount other than $563,107, in which case
such other amount will be
deposited by Davister in cash or marketable securities pursuant to
Articles 1.40 and 5.3 of this Plan
or (ii) PIIGI, Davister and UOB agree on a different amount, in
which case such different amount will
be set forth in the Confirmation Order and deposited by Davister in
cash or marketable securities
pursuant to Articles 1.40 and 5.3 of this Plan. {The Court's
determination of value on the
Confirmation Date will not be a final determination of the value of
the UOB Disputed Claim.
The final determination of the value of the collateral will be made
according to the formula set
forth in the footnote
FN:1 If Davister's claims against United Republic are allowed in
any amount and their allowance
is reflected on an applicable Liquidator's quarterly report then
the formula shall operate as follows:
Using the Liquidator's deficit on the applicable quarterly
report's balance sheet, add back in the
listed claims subject to appeal. The resulting value of United
Republic will result. UOB's disputed
secured claim constitutes 18.0921% of the stock that would receive
distribution of proceeds from
United Republic. The resulting United Republic value figure would
be multiplied by 18.0921% to
yield the value of UOB's disputed claim.
If Davister's claim against United Republic is not allowed on
any applicable Liquidator's
quarterly report, then the formula shall work as follows:
Using the Liquidator's deficit on the quarterly report's
balance sheet add back in listed claims
subject to appeal. The resulting value of United Republic will
result. Davister, in such an instance,
would receive 47.163% of the resulting United Republic value. The
value of UOB's Disputed
Secured Claim is the product of the remaining 52.837% value of
United Republic, times 18.092%.
End of FN 1.
below as applied against the first quarter report for 1998, filed
by theLiquidator of the Debtor's
subsidiary, United Republic Life Insurance Company ("United
Republic"). The first quarter report
is required to be filed in Utah 45 days after the end of each
quarter. The final amount to be held in
the Plan Escrow Account, whether in cash or in marketable
securities, will be set on by the formula
on May 29, 1998. The amount of funds or marketable securities held
in the Plan Escrow Account
prior to May 29, 1998 may vary, but it may vary only by increasing
in amount from the amount that
is deposited in the Plan EscrowAccount on the Plan Closing Date as
set by the Court at the
Confirmation hearing. Within 15 days of the filing of the 4th
quarter 1997 report, Davister must fund
to the Plan Escrow Account any increase dictated by application of
the formula.} Upon the entry of
a final, non-appeala ble order in Adversary Proceeding Number
397-3289, UOB will receive one of
the following treatments upon turning over physical possession of
the stock it holds as collateral to
the Debtor.
i. If UOB's claim for sums lent to the Debtor is upheld
in all respects, so that
UOB has an Allowed Secured Claim equal to the value of its
collateral on [the Confirmation
Date]{ May 29, 1998, in accordance with the formula} and an
Allowed Unsecured Claim for
the balance, and UOB did not make an election under 1111 (b)
prior to the entry of an order
approving PIIGI's Disclosure Statement, then upon the order
in the Adversary Proceeding
providing such becoming final and non appealable, UOB will be
paid the amount(s) of its
then Allowed Claim {in cash from the Plan Escrow Account},
plus all interest earned on
such amount or cash equal to said interest earned at a rate
set by the Court and the remaining
amount of UOB's claim will receive the treatment set forth in
Class 6;
ii. If UOB's claim for sums lent to the Debtor is
upheld, and UOB has made the
election under 1111 (b) prior to the entry of an order
approving PIIGI's Disclosure
Statement, then upon the order in the adversary proceeding
becoming final, UOB will be paid
the amount of its Secured Claim over a period of time such
that the present value of the
stream of payments equals the value of the collateral securing
UOB's claim on the
[Confirmation Date] {May 29, 1998, in accordance with the
formula}. The value of UOB's
Secured Claim shall be deposited in an Plan Escrow Account and
the payments provided for
herein shall be funded from such interest bearing account or
securities account. The stream
of payments shall be determined by taking the Allowed Amount
of UOB's claim and applying
a discount rate of 9% on the Confirmation Date, such that the
present value of the stream of
payments, to be made quarterly, equals the value of UOB's
collateral on the Confirmation
Date. It is the Debtor's contention that if UOB takes the
1111 (b) election, utilizing the value
that the Debtor asserts is the value of UOB's collateral, see
footnotes 13 and 14 in Article XI,
then under the discount rate set forth above, UOB would be
entitled to quarterly payments
of $13,320.83 for 135 quarters and would have a final payment
of one quarter later of
$8,899.66. Otherwise stated, the term would be 33 years and
nine months. Notwithstanding
anything stated above, UOB would retain its possessory lien on
the stock it holds in this
instance and this instance alone until such time as the amount
of UOB's Secured Claim, as
modified under 1111(b), is paid in full;
iii. If UOB's claim for sums lent to the Debtor is
upheld, but only so that UOB
has an Allowed Secured Claim equal to the value of its
collateral on {May 29, 1998, in
accordance with the formula}, and UOB does not have an Allowed
Unsecured Claim for the
balance and UOB does not or is not allowed to make an
election under 1111 (b), then upon
the order in the adversary proceeding becoming final, UOB will
be paid {in cash} the amount(s)
of its then Allowed Claim {from the Plan Escrow Account},
plus all interest earned on such
amount or cash equal to said interest earned at a rate set by
the Court; or
iv. If UOB's claim for sums lent to the Debtor is
denied, then the funds deposited
in the Plan Escrow Account account shall be paid, up to
$100,000, to the holders of Allowed
Class 6 Claims and if the Allowed Class 6 Claims are then
paid in full, then those funds shall
be paid to Class 7 creditors. The rest and residue over and
above $100,000 shall be retained
by the Debtor free and clear of all liens and encumbrances as
unrestricted cash reserves of the
Debtor, which may be used as the Board of Directors and the
officers of the Debtor, post
confirmation, see fit.
3. The treatment set forth in section 3.9 shall be modified
as follows:
3.9 Class 6: Allowed General Unsecured Claims. Each holder of
a Class 6 Allowed
General Unsecured Claim will be allowed to elect on their ballot
whether they want to receive
thirty-five one hundredths (.35) shares for every dollar of their
Allowed Unsecured Claim in full
payment of their claim or to receive a pro rata share of $100,000
provided by the Davister Capital
Infusion. Any surplus funds not necessary for distribution to
electing Class 6 Allowed Unsecured
Creditors, shall be used to pay Class 7 Claims. {Should Davister,
as a part of its attempt to be paid
on its rescission claims as referenced in Section 11 of the Plan,
recover a sum greater than $4,247,000
from United Republic then the unsecured creditors shall receive
from Davister 5% of the
amount recovered by Davister under Section 11.3 (3)(ii)(b) of the
Plan, within 15 days of the
receipt of any such funds by Davister.}
4. The plan provisions set forth in Section 11.3 shall be
modified as follows:
11.3 By the confirmation of this Plan and by virtue of MS
Holdings, American Life
Holdings and Davister voting for this Plan, MS Holdings,
American Life Holdings and
Davister and the Debtor agree as follows: (1) MS Holdings
shall receive the treatment set
forth in Article 3.7 in full and final settlement of any and
all claims MS Holdings has against
the Debtor and United Republic; (2) American Life Holdings
shall receive the treatment set
forth in Article 3.6 in full and final settlement of any and
all claims American Life Holdings
has against the Debtor and United Republic; and (3) Davister
shall receive the treatment set
forth in Article 3.5 and 3.10 and receive the treatment
accorded the Davister Capital Infusion,
in full and final settlement of any and all claims Davister
has against the Debtor. Davister's
claims against the Debtor's affiliate, are not resolved
herein, except to the extent that: i) the
treatment in Article 3.5 of the Plan shall resolve any claims
against the Debtor's affiliate
United Republic,up to the amount of $4,459,000 plus attorneys
fees to the Petition Date; and
ii) as to Davister's unsecured claim for rescission on the
sale of securities, Davister will agree
to the treatment set forth in Article 3.10, but only {up to
the amount} [to the extent] of
$2,144,680. Davister may nonetheless pursue [a] {its
claim}[s of $4,247,000] against United
Republic, as it sees fit{, as follows: a) up to the amount of
$4,247,000 Davister may
recover wholly for its own account; b) over $4,247,000 and up
to the maximum of
$6,391,680, Davister shall receive 75% of any such sums and
the remaining 25% will
be distributed to all secured creditor's pro-rata in
accordance with their liens on the
Debtor's stock in United Republic; and iii) Davister waives
any right to seek any
recovery over and above $6,391,680 from United Republic
Estate.}
Dated: January 8, 1998.
PROFESSIONAL INVESTORS
INSURANCE GROUP, INC.
By:
___________________________
Cary Cope,
Chairman of the Board
OF COUNSEL
E. P. Keiffer
State Bar No. 11181700
BURKE, WRIGHT & KEIFFER, P.C.
2900 Renaissance Tower
1201 Elm Street
Dallas, TX 75270-2102
Phone: (214) 742-2900
Fax: (214) 748-6815
C:\DOC\PIIGI\EDGAR\PLANMDF2.CTN
Frank J. Wright
State Bar No. 22028800
E. P. Keiffer
State Bar No. 11181700
BURKE, WRIGHT & KEIFFER, P.C.
2900 Renaissance Tower
1201 Elm Street
Dallas, TX 75270-2102
Phone: (214) 742-2900
Fax: (214) 748-6815
ATTORNEYS FOR DEBTOR
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
IN RE:
PROFESSIONAL INVESTORS CASE NO. 397-34575-SAF-11
INSURANCE GROUP, INC.,
DEBTOR
ORDER
Came on to be heard this 8th day of December, 1997,
Professional Investors Insurance Group,
Inc.'s ("Debtor") Motion for Determination that the Debtor's
Disclosure Statement Need Not Be
Modified, that the Information Contained herein is Adequate for the
Purposes of Compliance with
11 U.S.C. 1127 (C), for Setting a Date by Which Creditors May
Change Their Vote, for Setting a
Date When Newly Listed Creditors May Vote on the Plan and If
Desired, Object to the Plan, for
Continuing the Confirmation Hearing and for Extension of Exclusive
Period Within Which to Confirm
a Plan (the "Motion"). The Court, after noting that there was
proper notice of the hearing and after
considering the arguments of counsel finds that just cause exists
to grant the relief requested in the
Motion. The Court further finds that the Motion, coupled with the
Debtor's previously approved
Disclosure Statement, provides adequate information and that the
Motion enables to the
Modifications to meet the requirements of 11 U.S.C. 1127 (c). The
Court further finds that certain
creditors have accepted the Debtors Amended Plan of Reorganization
("Plan") and have accepted the
Modifications set forth in the Motion. The Court otherwise
expresses no opinion on whether the
Debtor's Plan, as modified, can or will be confirmed, any such
decision will come at the continued
confirmation hearing. The Court further finds that good cause
exists to extend the exclusivity period
for confirming the plan to January 9, 1998 and that the current
plan confirmation setting should be
continued from December 8, 1997 to January 9, 1998 at 9:15 a.m.
The Court further finds that the
suggested deadlines for voting, electing treatment and objection
deadlines as to previously known
creditors and as to the newly listed creditors is reasonable. It
is therefore
ORDERED that the Debtor's exclusivity period for confirming a
plan is extended from
December 8, 1997 until January 9, 1998. It is further
ORDERED that the hearing on the confirmation of Debtor's Plan
is continued until January
9, 1998 at 9:15 a.m.. It is further
ORDERED that all creditors, except the four (4) referenced in
paragraph 3 of the Motion,
who have not delivered their ballots to Debtor as of Wednesday,
November 26, 1997 or who wish
to change their acceptance or rejection ballots or elect treatment:
i. have until December 11, 1997 to tender their ballots and
to make their election noted
on their ballot, where applicable;
ii. have until December 17, 1997 to supplement any objection
that said creditor timely
files on or before December 2, 1997, and then only
supplementing same as to the
Modification's effect. It is further
ORDERED that the four (4) creditors referenced in paragraph 3
of the Motion have until
December 29, 1997 to file their ballots, elections and objections
to the Plan and Modification.
SO ORDERED
SIGNED this _____ day of December, 1997.
____________________________________
STEVEN A. FELSENTHAL,
UNITED STATES BANKRUPTCY JUDGE
C:\DOC\PIIGI\EDGAR\PLANMODF.ORD
