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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 31 1994
(Date of earliest event reported)
INDUSTRIAL FUNDING CORP.
(Exact name of registrant specified in its charter)
OREGON 0-18071 93-1013278
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Indentificaton No.)
2121 S.W. BROADWAY
SUITE 100
PORTLAND, OREGON 97201
(Address of principal executive offices, including zip code)
(503)228-2111
(Registrant's telephone number, including area code)
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PLAN OF DISSOLUTION AND COMPLETE LIQUIDATION OF
INDUSTRIAL FUNDING CORP.
This Plan of Dissolution and Complete Liquidation (the "Plan") of
Industrial Funding Corp., an Oregon corporation ("IFC"), has been approved by
the Board of Directors of IFC (the "Board") as being in the best interests of
IFC and the holders of its common and preferred stock (the "Shareholders"). The
Board has directed that this plan be submitted to the Shareholders in accordance
with Or. Rev. Stat. SECTION 60.627 with the recommendation that the Plan be
adopted, and has authorized the distribution of a Proxy Statement in connection
with the solicitation of proxies. The Board has called a special meeting of
the Shareholders to be held on July 20, 1994, at 10:00 a.m. PT to consider and
vote upon such proposal. The Board has fixed July 1, 1994, as the record date
in connection with such meeting.
1. ADOPTION OF PLAN. The effective date of this Plan (the "Effective
Date") shall be the date on which it is approved and adopted by the
Shareholders.
2. LIQUIDATION PERIOD. The actions authorized in this Plan shall be
accomplished during the period (the "Liquidation Period") commencing on the
Effective Date and ending on the fifth anniversary of the Effective Date;
provided, however, that the Board may shorten the Liquidation Period if the
Board determines that all material assets of IFC have been sold or collected,
all liabilities of IFC, fixed or contingent, have been paid, discharged, or
adequate provisions have been established therefore, and such a shortening of
the Liquidation Period is in the best interests of IFC and its Shareholders or
the Board may extend the Liquidation Period if the Board determines that such an
extension is necessary to accomplish the foregoing purposes and that such an
extension is in the best interest of IFC and it Shareholders. IFC shall cause
the adoption of a plan of complete liquidation by Industrial Leasing Corporation
which plan shall provide for the complete liquidation of Industrial Leasing
Corporation during the Liquidation Period.
3. DISSOLUTION. Not more that 60 days after the Effective Date,
appropriate officers of IFC shall execute and deliver for filing articles of
dissolution of IFC in accordance with Or. Rev. Stat. SECTION 60.621, thereby
limiting the purposes and activities of IFC to those described in Or. Rev.
Stat. SECTION 60.637. Following the filing of such articles and for so long
as IFC shall continue to exist pursuant to Or. Rev. Stat. 60.637, IFC shall,
to the maximum extent permitted by law, continue to have the power and
authority to take any of the actions that this Plan would authorize IFC to take
during the Liquidation Period. Upon the filing of such articles of
dissolution, IFC, its Board, officers, employees, and agents shall hold IFC
out as a corporation in dissolution.
4. SALE OR OTHER DISPOSITION OF ASSETS. IFC shall have the authority to
engage in such transactions as may be appropriate to its complete liquidation,
including, without limitation, the sale, exchange or other disposition of all or
any part of its remaining assets for cash, shares, bonds, or other securities or
property, or any combination of the foregoing, in one or more transactions, to
such persons or entities
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and upon such terms and conditions as the Board, or officers, employees or
agents of IFC acting pursuant to authority delegated by the Board, shall
determine, with no further approvals by the Shareholders except as required by
law.
IFC shall have the authority to commence and prosecute any proceeding
against any party for contribution, indemnification, recoupment of defense
costs, or to establish insurance coverage in respect of any cost, expense, loss
or damage suffered by IFC by reason of the WADE litigation or any related
proceeding upon a determination by the Board, or officers, employees or agents
of IFC acting pursuant to authority delegated by the Board, that such proceeding
is in the best interests of IFC or its Shareholders; provided, however, that
nothing herein shall operate to limit IFC from commencing or prosecuting any
other proceeding permitted under Or. Rev. Stat. SECTION 60.637.
5. INVESTMENT POLICY PENDING SHAREHOLDER DISTRIBUTIONS. Prior to the
final distribution of the assets of IFC to its Shareholders, IFC shall have the
authority to invest its cash or other liquid assets in: money market mutual
funds; bank money market funds; bank repurchase agreements collateralized by
direct obligations of the United States Government; bank time deposits,
certificates of deposit, and bankers' acceptances; investment-grade commercial
paper or corporate bonds; securities issued or guaranteed by the United States
Government or any agency thereof and mutual funds investing exclusively in the
same.
6. PROVISION FOR LIABILITIES. Within the Liquidation Period, IFC shall
pay or discharge, or set aside a reserve fund for, or otherwise provide for, all
its liabilities and obligations, fixed and contingent, including, without
limitation, any liabilities arising by reason of the WADE litigation, related
proceedings, and the Parrish Purchase and Sale Agreement.
7. DISTRIBUTIONS TO SHAREHOLDERS. Subject to the limitations on the
declaration and payment of dividends and the repurchase of capital stock arising
under law, including such limitations as may arise by reason of the pendency of
the WADE litigation and related proceedings, IFC shall, at such time and in such
manner as the Board shall deem appropriate, but in any event within the
Liquidation Period, distribute its assets to its Shareholders to the end that,
by the end of the Liquidation Period, IFC shall have distributed all its assets,
including proceeds of sales, exchanges or other dispositions, to its
Shareholders. Subject to the limitations on the declaration and payment of
dividends and the repurchase of capital stock arising under law, including such
limitations as may arise by reason of the pendency of the WADE litigation and
related proceedings, but as soon as is reasonably practicable, IFC shall, at
such times and in such manner as the Board shall deem appropriate, pay the
cumulative preferred stock dividends which have accrued in respect of IFC's
Series A Cumulative Preferred Stock and redeem or otherwise repurchase all
issued and outstanding shares of such Series A Cumulative Preferred Stock. If,
in the judgment of the Board, such a course appears advisable, IFC may incur
indebtedness to such persons and entities, in such amounts and on such terms and
conditions as the Board shall determine, to permit IFC to make
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distributions of cash to Shareholders. The preceding sentence shall not operate
to limit the power of IFC to incur indebtedness under any other circumstances.
8. TRANSFER OF ASSETS TO TRANSFEREE ENTITIES. If, in the judgment of the
Board, such a course appears advisable, IFC may distribute assets of IFC to its
Shareholders by transferring such assets to one or more partnerships, trusts,
corporations or other entities, each a "Transferee Entity," and distributing
interests in such Transferee Entity or Entities to the Shareholders. If the
Board deems it to be advisable, the general partner (or its directors or
officers, if any) of any Transferee Entity that is a partnership, the trustee of
any Transferee Entity that is a trust, the directors or officers of any
Transferee Entity that is a corporation or the persons with comparable rules and
any other type of Transferee Entity may be officers, directors or employees of
IFC or any of its subsidiaries or persons or entities (including subsidiaries)
otherwise controlling, controlled by, or under common control with IFC.
9. METHODS FOR DISTRIBUTIONS TO SHAREHOLDERS. Any distributions to
Shareholders may be made by way of prorated dividends or other distributions of
cash, securities or other property, tender or exchange offers for shares of
IFC's stock or repurchases or redemptions of, or privately negotiated exchanges
of IFC's assets for, such shares.
10. RESTRICTIONS ON SELF-DEALING. Commencing on the Effective Date, IFC
shall not sell, exchange, or otherwise dispose of any of its remaining assets to
any director, officer, employee, or agent of IFC. Except for the exercise of
stock options previously granted by the Board and for sales of the capital stock
of IFC to IFC as contemplated under Paragraphs 7 and 9 of this Plan, no
director, officer or employee of IFC shall purchase or sell any shares of the
capital stock of IFC during the Liquidation Period.
11. AMENDMENT OF PLAN. The Board may modify or amend this Plan at any
time without Shareholder approval if it determines that such action would be in
the best interest of IFC or its Shareholders. If any amendment or modification
appears necessary and, in the judgment of the Board, will materially and
adversely affect the interest of its Shareholders, such an amendment or
modification shall be submitted to the Shareholders for approval.
12. AUTHORIZATION TO BOARD AND OFFICERS. The Board and officers of IFC
are authorized to approve such changes to the terms of any of the transactions
referred to herein, to interpret any of the provisions of this Plan, and to
make, execute and deliver such other agreements, conveyances, assignments,
transfers, certificates and other documents and to take such other actions as
the Board and such officers deem necessary or desirable in order to carry out
the provisions of this Plan and effect the complete liquidation and dissolution
of IFC in accordance with Section 60.627 and other applicable sections of the
Oregon Revised Statutes.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
INDUSTRIAL FUNDING CORP.
(Registrant)
Date: May 31, 1994 By: /S/ JOHN J. ESTOK
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John J. Estok
President and Chief Executive Officer
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