LAKE OSWEGO BREWING COMPANY
(Formerly known as Saxer Brewing Company)
PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION
This is a Plan of Complete Liquidation and Dissolution (the "Plan") of
Lake Oswego Brewing Company, an Oregon corporation formerly known as Saxer
Brewing Company (the "Company").
1. ADOPTION AND EFFECTIVENESS OF THE PLAN. The Plan shall be submitted
to the Company's shareholders for adoption at a regular or special
meeting of the shareholders, or by unanimous written consent in lieu
of a meeting. The Plan shall become effective upon the approval and
adoption of the Plan by the Company's shareholders in accordance
with Section 60.627 of Oregon revised Statutes.
2. CESSATION OF BUSINESS. Effective December 28, 2000, the Company
shall not engage in any business activities, except for the purpose
of preserving the value of its assets, adjusting and winding up its
business and affairs, and distributing its assets in accordance with
the Plan. The directors of the Company then in office and, at their
pleasure, the officers, shall continue in office solely for that
purpose.
3. DETERMINATION OF SHAREHOLDER INTERESTS. The proportionate interests
of shareholders in the net assets of the Company shall be fixed on
the basis of the ownership of the outstanding shares of the Company
on and as of the effective date of the Plan. As provided in the
Company's Articles of Incorporation, as amended, all shares of the
Company's Common Stock, Type A Shares, Type B Shares and Type C
Shares, shall enjoy identical rights to distribution and liquidation
proceeds.
4. COLLECTION OF ACCOUNTS. The Company, through its officers and
directors, shall collect or make provision for the collection of all
accounts receivable, debts and claims owing to the Company.
5. LIABILITIES. The Company, through its officers and directors, shall
pay and discharge, or make provision for the payment and discharge
of all debts, obligations and liabilities of the Company.
6. DISTRIBUTIONS TO SHAREHOLDERS. As soon as reasonably practicable
after paying and discharging, or making provision for discharging,
the Company's liabilities, the Company shall distribute in-kind, in
one or more installments the Company's remaining assets directly to:
(a) the Company's shareholders in proportion to their respective
interests in the
PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION - 1 Exhibit A
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Company as determined in accordance with paragraph 3 of the Plan;
and (b) if necessary, a liquidating trust on behalf of the
shareholders to the Company, in complete redemption of their shares.
7. DISSOLUTION. The Board of Directors and officers of the Company
shall take all such further action as may be necessary or desirable
to wind up the affairs of the Company and upon completion thereof to
file Articles of Dissolution with the Secretary of State of the
State of Oregon in accordance with Section 60.631 of Oregon Revised
Statutes.
8. LIABILITY OF SHAREHOLDERS. Notwithstanding any other provision of
the Plan to the contrary, if the amount of any provision for
satisfying the debts and obligations of the Company shall prove to
be insufficient, then any excess liability for such amounts shall be
borne and paid by the shareholders in accordance with their
respective interests in the Company as determined in accordance with
paragraph 3 of the Plan, PROVIDED, that a shareholder's total
liability for all such claims shall not exceed the total value of
the assets of the Company distributed to the shareholder, as of the
date or dates of such distributions, less any liability of the
Company paid on behalf of the Company by such shareholder after the
date of the distribution.
9. FURTHER ASSURANCES AND ACTIONS. The Board of Directors of the
Company, acting through the officers, shall have the power and
authority to do all things necessary or appropriate to implement the
Plan, including without limitation, the power and authority to make,
execute and deliver such agreements, conveyances, assignments,
transfers, certificates and other documents to carry out the
provisions of the Plan and effect the complete liquidation and
dissolution of the Company. In addition to the execution and filing
of final tax returns, the directors and officers shall be, and they
hereby are, authorized and directed to prepare, execute and cause to
be filed or recorded all other forms, returns, documents and
instruments required to be prepared, executed and/or filed in order
to complete the liquidation and dissolution.
10. AMENDMENT AND TERMINATION OF THE PLAN. The Board of Directors shall
have the power and authority to amend the Plan. The Plan may only be
terminated upon the approval of the shareholders of the Company in
accordance with Oregon law. A termination of the Plan will not
result in the rescission of any transaction which shall have been
consummated pursuant to the Plan prior to termination of the Plan.
374113_1
PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION - 2 Exhibit A
