-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OuO8juU5U8fhgroHyfm79UXyqV4bpf7sFtqRvEMTYoavB6FFEwr2h2DL2GyyqkYc T2aF06MuLtY9JVrc7s1GzA== 0001096906-03-000616.txt : 20031118 0001096906-03-000616.hdr.sgml : 20031118 20031118170038 ACCESSION NUMBER: 0001096906-03-000616 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20031118 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Bankruptcy or receivership ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Resignations of registrant's directors ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Change in fiscal year ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIED DEVICES CORP CENTRAL INDEX KEY: 0000869495 STANDARD INDUSTRIAL CLASSIFICATION: BOLTS, NUTS, SCREWS, RIVETS & WASHERS [3452] IRS NUMBER: 133087510 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24012 FILM NUMBER: 031010985 BUSINESS ADDRESS: STREET 1: 2365 MILBURN AVENUE CITY: BALDWIN STATE: NY ZIP: 11510 BUSINESS PHONE: 5162239100 FORMER COMPANY: FORMER CONFORMED NAME: ILLUSTRIOUS MERGERS INC DATE OF NAME CHANGE: 19600201 8-K 1 deepwell8knov2003.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act November 18, 2003 -------------- Date of Report (Date of Earliest Event Reported) DEEP WELL OIL AND GAS, INC. (Formerly ALLIED DEVICES CORPORATION) ----------------------- (Exact Name of Registrant as Specified in its Charter) Nevada 0-24012 13-3087510 ----- --------- ---------- (State or other (Commission File No.) (IRS Employer I.D. No.) Jurisdiction) 31 Walmer Road, Unit 6, Toronto, Ontario M5R 2W7 Canada -------------------------- (Address of Principal Executive Offices) (416) 928-3095 ---------------- (Registrant's Telephone Number, including area code) ALLIED DEVICES CORPROATION -------------------------- (Former Name if Changed Since Last Report) Item 1. Changes in Control of Registrant. --------------------------------- See Item 3 below titled "Bankruptcy or Receivership." See also Exhibits 2.1, 2.2 and 3.1 attached hereto and incorporated by reference. Item 2. Acquisition or Disposition of Assets. ------------------------------------- See Item 3 below titled "Bankruptcy or Receivership." See also Exhibits 2.1, 2.2 and 3.1 attached hereto and incorporated by reference. Item 3. Bankruptcy or Receivership. -------------------------- On February 19, 2003, the Registrant, when we were known as Allied Devices Corporation, filed a Petition for Relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court in and for the Eastern District of New York titled In re: Allied Devices Corporation, et al., Chapter 11, Case No. 03-80962-511 ("the Bankruptcy Action"). On July 23, 2003, a Liquidating Plan of Reorganization ("Plan") was filed and submitted to the Bankruptcy Court for the Court's approval. See Exhibit 2.1 attached hereto, a full and complete copy of such Plan. On September 10, 2003, after notice to all creditors and a formal hearing, U.S. Bankruptcy Judge Melanie L. Cyganowski issued an "Order Confirming Liquidating Plan of Reorganization" in the Bankruptcy Action (hereinafter "Bankruptcy Order"). In conjunction with that Bankruptcy Order, our liabilities, among other things, were paid off and extinguished. See Exhibit 2.2 attached hereto and incorporated by reference, a full and complete copy of such Bankruptcy Order. The Bankruptcy Order, among other things, implements a change of control whereby Champion Equities, a Utah limited liability company ("Champion"), a Mr. David Roff, of Toronto, Canada ("Roff"), and a group of new investors, are ordered and allowed to take control of us. The principal provisions of the Plan (Ex. 2.1), which are authorized and implemented by the Bankruptcy Order (Ex. 2.2), are the following, which is not an exhaustive list thereof: (a) the termination of present management and the present Board of Directors and appoint Mr. David Roff ("Roff") in their place and stead; (b) giving a Utah entity known as Champion Industries ("Champion"), the power and authority to appoint such other directors, in addition to Mr. Roff, as Champion, in its sole discretion deems appropriate; (c) the reverse split our common capital stock 1-for-30 on the basis of 5,048,782 shares issued and outstanding immediately prior to the Bankruptcy Order; (d) authorizing Champion to amend our Articles of Incorporation and Bylaws to (i) effect a quasi-reorganization for accounting purposes, (ii) provide the maximum indemnification or other protections to our officers and directors that is allowed under applicable law, (iii) conform to the provisions of the Plan and the corollary Confirmation Order, (iv) set the authorized stock of our Company, post-reverse split, at fifty million (50,000,000) common capital shares; and (v) take all action necessary and appropriate to carry out the terms of the Plan; (e) authorizing Champion, without solicitation of or notice to shareholders, to issue (i) 2,000,000 post-reverse split shares of our common stock to our new management, and (ii) 4,000,000 post-reverse split shares, legend free, , in the sole and unfettered discretion of Champion; (f) our Board of Directors, is authorized, without seeking or obtaining shareholder approval to take any and all actions necessary or appropriate to effectuate amendments to our Certificate of Incorporation and/or Bylaws called for under the Plan and our Board of Directors and officers are authorized to execute, verify, acknowledge, file and publish any and all instruments or documents that may be required to accomplish the same; and (g) our charter shall be amended in conformance with applicable bankruptcy rules and the amended charter or bylaws shall, among other provisions, authorize the issuance of any new shares while simultaneously prohibiting the issuance of nonvoting equity securities to the extent required by section 1123(a)(6) of the United States Bankruptcy Code. After the entry of the Bankruptcy Order, we drafted and submitted a form of Restated and Amended Articles of Incorporation to the Secretary of State of Nevada implementing the foregoing, including but not limited to other provisions required of us under the Bankruptcy Order. As a result of the Bankruptcy Order giving Mr. Roff the power and authority to change the Company's name and direction, we decided to change our name from "Allied Devices Corporation" to "Deep Well Oil and Gas, Inc." Accordingly, in the form of Restated and Amended Articles of Incorporation filed with the State of Nevada in October (copy attached),we changed our name to "Deep Well Oil and Gas, Inc." Our form of Restated and Amended Articles of Incorporation was accepted by the Nevada Secretary of State on October 22, 2003, pursuant to provisions of Nevada corporate law allowing the amending of corporate articles on the basis of orders entered by U.S. Bankruptcy Courts. A complete copy of our accepted form of Restated and Amended Articles of Incorporation, signed by Mr. Roff and stamped by the Nevada Secretary of State, is attached hereto as Exhibit 3.1. By virtue of the control and influence acquired by Champion Equities and Roff under and pursuant to the Bankruptcy Order, the Bankruptcy Order is deemed to have involved a "change of control" of us, the Registrant. Champion, after the Bankruptcy Order was implemented, has no longer had any control or influence over us. This is because Champion was used by Mr. Roff as the vehicle to implement the Liquidating Plan of Reorganization and obtain the Bankruptcy Order adopting the same. The primary basis of the "control" by Roff is stock ownership and also, his current position as our only director and only officer. The principal terms of Liquidating Plan of Reorganization and the resultant Bankruptcy Order are set forth in a copy of each attached hereto as Exhibits 2.1 and 2.2, respectively. Prior to the Bankruptcy Order adopting the Liquidating Plan of Reorganization, there were 5,048,782 outstanding shares of our common stock. Following the Bankruptcy Order and the acceptance by the Nevada Secretary of State of our form of Restated and Amended Articles which implements the 1-for-30 reverse split of our shares, and rounding up any fractional shares to the nearest share and also, after the issuance of 2 million shares to Mr. Roff as ordered by the Bankruptcy Court, there are now 2,168,292 issued and outstanding shares of the Registrant's common stock. To the knowledge of management and based upon a review of the stock ledger maintained by our transfer agent and registrar, the following table sets forth the beneficial ownership of persons who now own more than five percent of our common stock following the reverse split and the issuance of the 2 million shares to Mr. Roff, based upon 2,168,292 post-split shares issued and outstanding: Name Positions Held Shares Owned % ---- -------------- ------------- --- David Roff* Chairman of the Board, 2,000,000 92.24 President, CEO, and CFO * These shares were issued to Mr. Roff pursuant to the Bankruptcy Order, Ex. 2.2, and after the 1-for-30 reverse split was effectuated, an event that occurred upon the acceptance of our Restated and Amended Articles by the Nevada Secretary of State. This is because only then, under Nevada law, did the reverse split become effective The Order and Plan of Reorganization was not only negotiated at "arms length" between a variety of creditors of the Company, but it was also done with notice to all creditors and a formal hearing before the Bankruptcy Court. The Bankruptcy Court determined that the Liquidating Plan of Reorganization was reasonable, under these circumstances, and in its good faith judgment, it determined that the same was otherwise generally to the benefit of our stockholders. See Exhibit 2.2. No director, executive officer or five percent or more stockholder of ours had any direct or indirect interest in us prior to the entry of the Bankruptcy Order adopting and approving the Liquidating Plan of Reorganization; similarly, neither Champion nor anyone affiliated with it or Mr. Roff, or Mr. Roff himself, had any interest in us, directly or indirectly, prior to the entry of the Bankruptcy Order. As of September 11, 2003, our assets and liabilities on an historical cost basis were zero ($0). On or near the effective date of the Plan, we will adopt the provisions of "fresh start accounting," which require us to restate all assets and liabilities to their fair values based upon the provision of the Plan and certain valuation studies currently underway. On November 17, 2003, we issued a Press Release announcing, in summary fashion, the contents of this Current Report. See Exhibit 99.1 attached hereto. A copy of the Liquidating Plan of Reorganization and the Bankruptcy Order adopting the same, including all material exhibits and related instruments, accompanies this Current Report, which, by this reference, is incorporated herein; the foregoing summary is modified in its entirety by such reference. See Exhibits 2.1 and 2.2. The following is a summary of certain general information about us, namely, Deep Well Oil and Gas, Inc., formerly Allied Devices Corporation, a Nevada corporation (hereinafter "us", "we", "Deep Well" or "Company"): FORWARD-LOOKING INFORMATION. - ---------------------------- This summary, including any documents that we incorporate by reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, that are subject to the "safe harbor" created by those sections. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as "anticipate," "estimate," "plan," "project," "continuing," "ongoing," "expect," "believe," "intend," "predict," "potential" and similar words or phrases or the negative of these words or phrases. Accordingly, these statements involve estimates, assumptions and uncertainties, which could cause actual results to differ materially from those expressed in these statements. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this Current Report. Because the risk factors referred to herein, as well as any risk factors incorporated by reference, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. HISTORY. - -------- We were originally incorporated on July 18, 1988 under the laws of the state of Nevada as Worldwide Stock Transfer, Inc. These articles were complicated and lengthy, the type of provisions one would expect to find in by-laws, and consisted of 14 pages, single-spaced. On October 25, 1990, an amendment to our articles was made changing our name to Illustrious Mergers, Inc. At that time an article prohibiting preemptive rights was also added. On June 18, 1991, a company known as Allied Devices Corporation was merged with and into Illustrious Mergers, Inc., and our name was at that time changed to Allied Devices Corporation. On August 19, 1996, a company called Absolute Precision, Inc., was merged with and into us and we retained our name; however, as a result of that transaction, our principal offices were relocated to New York. We thereafter engaged in substantial business operations, however, during 2003, we filed a Petition for Relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court in and for the Eastern District of New York titled In re: Allied Devices Corporation, et al., Chapter 11, Case No. 03-80962-511 ("the Bankruptcy Action"). What has occurred since is disclosed herein and in Exs. 2.1, 2.2 and 3.1, taken together, the contents of which are incorporated herein by this reference. OPERATIONS. - ----------- As a result of the Bankruptcy Order and the implementation of the Liquidating Plan of Reorganization, we are currently headquartered in Toronto, Canada at the address set forth above. We intend to enter into the oil and gas exploration business once our restructuring is completed. At this time, we presently intend to look for properties or projects involving "heavy oil" projects. "Heavy oil" is a dark black, viscous oild that does not flow well and which has a high carbon to hydrogen ratio, along with a high amount of carbon residues, asphaltenes, sulphur, nitrogen, heavy metals, aromatics and/or waxes. Heavy oil is younger in age than the typical oil everyone is familiar with. It is found at relatively shallow depths in the earth where there is not as much heat and pressure. In this regard, reference is made the website "Heavyoil.com". As the world's oil supplies become depleted, we believe that there will be more reliance on heavy oil. No assurance can be made or given that we will successfully engage in the oil and gas business or the heavy oil business, nor can any assurance be given that even if we are remotely or relatively successful, that we will have a profit or that our stock will appreciate in value. OFFICES. - -------- Administrative operations are conducted from the offices of a consulting firm known as Brave Consulting located at Mr. Roff's offices in Toronto, Canada. We expect to operate for as long as possible from these offices to minimize operating expenses. We do not currently pay rent for these offices and do not anticipate paying rent to Mr. Roff or Brave Consulting for any such offices in the future. Our operations do not currently require office or laboratory space to meet our objectives, and therefore administration from these offices is sufficient. At some point, and to implement and carry our plans to engage in the oil and gas business, we may require additional office space requiring rental expense, but we do not anticipate any such need during the next six months. We will however, incur common office operating expenses such as telephone, office supplies, postage, etc. RAISING CAPITAL. - ---------------- The Company currently lacks the capital resources to implement and carry out its business plan as described herein. Operations to date have involved identification of properties and leases we wish to investigate for oil and gas potential. We believe we have sufficient capital resources funded through current shareholders to perform initial investigations in this regard. At some point in the future we expect to raise additional capital, either through debt, equity or any combination thereof. MANAGEMENT. - ----------- Directors and Executive Officers. --------------------------------- The following member of the Board of Directors will serve until the next annual meeting of stockholders or until his successor(s) have been elected and qualified. The officer(s) serve at the pleasure of the Board of Directors. Name Position Held Positions Since - ---- -------- -------------------- David Roff President and Sole Director 9/10/03 David Roff, age 32, is the co-president of a private consulting firm called Brave Consulting. Brave Consulting invested in, started and now manages three private Internet companies. Mr. Roff has held this position since 2001. From 1998 until 2001, Mr. Roff founded and was vice president of an investor relations and public relations firm. From 1995 until 1998, Mr. Roff was a management consultant for Coopers & Lybrand Consulting where he advised large financial institutions, mutual funds, pension funds and other organizations on technology, internal control strategies and where he additionally provided computer audit support. Mr. Roff has a Bachelor of Arts degree from the University of Western Ontario located in London, Ontario. He is also a Chartered Accountant Item 4. Changes in Registrant's Certifying Accountant. ---------------------------------------------- Effective March 20, 2003, BDO Seidman, LLP (the "Predecessor Accountant") resigned as the independent auditors for the Company. Sellers and Andersen, LLC (the "Successor Accountant") were appointed as the Company's new independent accountants. The Company's Board of Directors approved this action on November 10, 2003. During the last two fiscal years ended September 30, 2002 and 2001 (i) there were no disagreements between the Company and BDO Seidman, LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of BDO Seidman, LLP would have caused BDO Seidman, LLP to make reference to the matter in its reports on the Company's financial statements, and (ii) BDO Seidman, LLP's reports did not contain an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope, or accounting principles. During the last two most recent fiscal years ended September 30, 2002 and 2001, there were no reportable events as the term described in Item 304(a)(1)(iv) of Regulation S-B. BDO Seidman, LLP's opinion in its report on the Company's financial statements for the year ended September 30, 2002 and 2001, expressed substantial doubt with respect to the Company's ability to continue as a going concern. The Company has not previously consulted with the Successor Accountant regarding the application of accounting principles to a specific completed or contemplated transaction or the type of audit opinion that might be rendered on the Company's financial statements. Item 5. Other Events and Regulation FD Disclosure. ------------------------------------------ None; not applicable. Item 6. Resignations of Registrant's Directors. --------------------------------------- On September 10, 2003, the Bankruptcy Court, by virtue of its Order, Ex. 2.2, terminated all officers and directors. See Ex. 2.2. In their place and Stead, the Bankruptcy Court appointed Mr. David Roff. We may add additional officers and directors but at this time, there are no immediate plans to do so. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. --------- None (b) Pro Forma Financial Information. None (c) Exhibits. 2.1 July 23, 2003, Liquidating Plan of Reorganization of Allied Devices Corporation, now known as Deep Well Oil and Gas, Inc. 2.2 September 10, 2003, Order and Plan of Reorganization of the U.S. Bankruptcy Court in and for the Eastern District of New York, In re: Allied Devices Corporation, Chapter 11, Case No. 03-80962-511 3.1 Restated and Amended Articles of Incorporation filed with and accepted by the Secretary of State of Nevada on October 22, 2003, changing the name to "Deep Well Oil and Gas, Inc." and otherwise implementing the Plan 16.1 Letter from BDO Seidman 99.1 Press Release of the Company dated November 18, 2003 Item 8. Change in Fiscal Year. ---------------------- None; not applicable. Item 9. Regulation FD Disclosure. ------------------------- See Exhibits. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. DEEP WELL OIL AND GAS, INC. Formerly Allied Devices Corporation DATED: November 18, 2003 /s/ David Roff ----------------- ---------------------------- David Roff President, CEO, CFO and Chairman of the Board EX-2.1 3 deepwell8knov2003ex2-1.txt Exhibit 2.1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK - --------------------------------------------------------- In re: Chapter 11 Case No. 03-80962-511 ALLIED DEVICES CORPORATION, d/b/a ADCO DEVICES CO., STROBA MANU- FACTURING CO., ABSOLUTE PRECISION CO., ASTRO INSTRUMENT CO., KAY PNEUMATICS, AND KING VALVE; Debtor. - --------------------------------------------------------x LIQUIDATING PLAN OF REORGANIZATION The Debtor proposes the following plan of liquidation pursuant to section 1121(b) of Chapter 11 of Title 11 of the Bankruptcy Code. Article I Definitions 1.1 Meaning. For the purpose of this Chapter 11 Plan, each of the terms set forth herein shall have the meaning ascribed below and such meaning shall be equally applicable to the singular and plural forms of the terms defined. All of the definitions and provisions contained in this Article 1 are, and shall be, regarded as integral, substantive and operative provisions of this Plan. 1.2 Other Terms. A term that is used in the Plan and not defined herein, but that is defined in the Bankruptcy Code or in the Federal Rules of Bankruptcy Procedure, shall have the meaning set forth therein. Any reference contained in this Plan to a particular exhibit, paragraph or article shall be deemed to be a reference to an exhibit, paragraph or article of this Plan. 1.3 Rules of Construction. The rules of construction set forth in ss.102 of the Bankruptcy Code shall be applicable to all of the provisions of this Plan. Without in any way limiting the foregoing, as used in this Plan, the words "includes" and "including" are without limitation. 1 "Administrative Claim" shall mean a claim incurred after the Filing Date and allowed under ss.ss.503(b) or 507(a)(1) and (b) of the Bankruptcy Code, all allowances of compensation or reimbursement of expenses to Professional Persons to the extent allowed by the Court only upon entry of a Final Order under ss.330 of the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure, and any fees or charges assessed against the Debtor's Estate under 28 U.S.C. ss.1930. "Allowed" or "Allowed Amount", when referring to a Claim, shall mean the amount of a Claim a. filed with the Court on or before the Bar Date and as to which no objection to the allowance thereof has been interposed within any applicable period of limitation fixed by Final Order or this Plan, b. which has been scheduled by the Debtor as liquidated and not disputed or contingent in amount and as to which no objection to the amount hereof has been interposed within any applicable period of limitation, c. as to which any objection has been interposed, to the extent such Claim has been allowed by a Final Order, or d. any Claim specifically identified in this Plan as an Allowed Claim. "Assets" shall mean all recoveries from Bankruptcy Actions, the Debtor's equity in and to property of any type or nature whatsoever, real and personal, tangible and intangible, owned or subsequently acquired by the Debtor, after the satisfaction of the Secured Claims secured by such property, including, without limitation, property of the estate pursuant to ss.541 of the Bankruptcy Code, and the Debtor's interest in Cash, but, in each case, excluding all claims, causes of action or other rights specifically released pursuant to this Plan or the Confirmation Order. 2 "Available Cash" shall mean the Debtor's interest in Cash on hand and the net proceeds derived, heretofore or hereafter, by the Debtor or the Liquidating Agent, from the liquidation of the Assets, together with the interest earned thereon, less the Professional Fee Reserve as provided hereunder. "Ballot" shall mean the form distributed to holders of Claims and Interests on which is to be indicated acceptance or rejection of the Plan. "Bankruptcy Actions" shall mean actions and causes of action (and the proceeds thereof), whether or not commenced as of the date hereof, arising under the Bankruptcy Code, including, without limitation, ss.ss.544, 547, 548 and 549 thereof, but, in each case, excluding all claims, causes of action or other rights specifically released pursuant to this Plan or the Confirmation Order, which non-released claims shall be prosecuted on behalf of the Debtor for the benefit of creditors of the Case. "Bankruptcy Code" shall mean Title 11 of the United States Code, 11 U.S.C.ss.101, et. seq., as amended. "Bar Date" shall mean June 16, 2003, the last date fixed by Final Order dated April 30, 2003 for filing proofs of Claim or Interests in the Case, which arose at any time either (a) prior to the Filing Date, or (b) on or after the Filing Date through and including the Bar Date, except for the Claims of Professional Persons who render services on behalf of the Case, the Liquidating Agent or the Liquidating Agent's Professionals, for which no bar date is in effect. "Business Day" shall mean any day on which commercial banks are open for business in New York, New York. "Carve-outs" shall mean the sums that the Lenders have agreed to pay to holders of Unsecured Claims and certain Professional Persons from the proceeds of the liquidation of the Lenders' collateral as set forth in the Final Orders of the Court approving the Debtor's use of Cash Collateral, including but not limited to, the Unsecured Creditors' Carve-out. 3 "Case" shall mean the Debtor's Case under chapter 11 of the Bankruptcy Code, Case Nos. 03-80962-511, 03-80963-511, and 03-80964-511. "Cash" shall mean lawful currency of the United States of America (U.S. dollars), regular check, certified check, bank check or wire transfer from a domestic bank or other cash equivalents. "Champion" shall mean Champion Equities LLC or its assignee or nominee, an entity that has agreed to infuse New Value into the Debtor's estate, in exchange for the New Stock in New Allied. "Claim" shall have the meaning given to such term in ss.101(5) of the Bankruptcy Code, as supplemented by ss.102(2) of the Bankruptcy Code. "Claimant" shall mean the holder of a Claim. "Class" shall mean any category of Claims or Interests as specified in Article III of this Plan. "Committee" shall mean the Official Committee of Unsecured Creditors of the Debtor approved in the Jointly Administered Debtors' Cases by the United States Trustee (as such committee may be reconstituted from time to time). "Committee Counsel" shall mean Westerman, Ball, Ederer, Miller & Sharfstein, LLP, the attorneys retained by the Committee to represent it in these Cases, which retention was approved by a Final Order. "Confirmation Date" shall mean the date of entry by the Court of the Confirmation Order. "Confirmation Order" shall mean an order of the Court confirming the Plan in accordance with the Bankruptcy Code. "Consummation Date" shall mean the date that is twenty (20) days following the Effective Date. 4 "Court" shall mean the United States Bankruptcy Court for the Eastern District of New York, sitting in Central Islip, New York and any appellate or other court that is competent to exercise jurisdiction over any matter or proceeding arising in or relating to the Jointly Administered Debtors' Cases. "Debtor" shall mean APPI, Inc., d/b/a Atlantic Precision Products, Inc. "Debtor's Counsel" shall mean Marilyn Simon & Associates. "Disputed Claim" shall mean a Claim as to which an objection has been timely filed and which objection (a) is not the subject of a Final Order allowing or disallowing the Claim, and (b) has not been withdrawn. "Distributions" shall mean Cash that is required under the Plan to be distributed to the holders of Allowed Claims. "Effective Date" shall mean the date on which the Confirmation Order has become a Final Order. "Equipment Lessors" shall mean Banc One Leasing Corporation, HSBC Business Credit (USA), Inc., JP Morgan Leasing, Inc., Citicorp Vendor Financing, Inc., the entities holding Secured Claims that are secured by specific items of equipment owned by certain of the Debtor. "Excess Cash" shall mean the Debtor's Pro Rata share of 20% of the net recovery to the Lenders in excess of $4.8 million (exclusive of costs and the satisfaction of other permitted liens) resulting from the sale or liquidation of the assets of the estates of the Jointly Administered Debtors' Cases. 5 "Federal Rules of Bankruptcy Procedure" shall mean the Federal Rules of Bankruptcy Procedure in effect on the date of this Plan. "Filing Date" shall mean February 19, 2003, the date on which the Debtor filed its voluntary petition under Chapter 11 of the Bankruptcy Code, thereby commencing the Case. "Final Distribution Date" shall mean the date of the last payment to holders of Allowed Claims in accordance with the provisions of this Plan, which date shall be no later than the tenth (10th) Business Day after the last to occur of (a) the date on which no Claim remains a Disputed Claim, (b) the date on which all Assets have been abandoned, disposed of or converted to Cash, and (c) the date on which all Bankruptcy Actions have been abandoned, settled or litigated to Final Order. "Final Order" shall mean an order of the Court which has not been reversed, stayed, modified or amended and (i) the time to appeal from, or to seek review or rehearing of, has expired, (ii) no appeal, review, certiorari or rehearing is pending, and (iii) the order has become conclusive of all matters adjudicated therefor and is in full force and effect. "Final Pro Rata Share" shall mean, as to any Allowed Class 3 Claim as of the Final Distribution Date, a fraction (i) the numerator of which is the amount of such Allowed Class 3 Claim and (ii) the denominator of which is the sum of all Allowed Class 3 Claims. "Interest" shall mean the rights of owners of issued and outstanding shares of Stock of the Debtor. "Lenders" shall mean JP Morgan Chase Bank as agent for itself and Citizens Bank, the Debtor' pre-petition lenders and post-petition lenders under the cash collateral orders approved by the Court. 6 "Liquidating Agent" shall mean Joseph S. Maniscalco, Esq. of LaMonica, Herbst, and Moniscalco, LLP or any successor thereto designated by the Committee. "Liquidating Agent's Professionals" shall mean all attorneys, accountants and financial consultants retained by the Liquidating Agent after the Confirmation Date. "New Allied" shall mean the reorganized Debtor following entry of the Confirmation Order. "New Stock" shall mean the Debtor's Class 4 common shares of stock which shall be reversed at a ratio of 30:1, based on the existence of 5,048,782 issued shares of stock, with New Allied authorized to issue fifty (50) million common shares of stock, post-reverse split. "New Value" shall mean the sum of $50,000 paid to the Debtor to acquire the New Stock. "Plan" shall mean this Plan of Liquidation. "Police Power Claims" shall mean liabilities arising under (i) the environmental laws of the United States, any municipality, city, county or state and (ii) any criminal laws of the United States, any municipality, city, county or state. "Post Effective Date Reserve" shall mean the sum of $50,000 to be reserved by Liquidating Agent. Such funds shall be used to pay post Confirmation Date fees and expenses of the Liquidating Agent and the Professional Persons retained in the Jointly Administered Debtors' Cases for the objections to Claims, distributions to Claimants and the pursuit of Bankruptcy Actions. 7 "Priority Claim" shall mean any Claim entitled to priority in accordance with ss.507(a) of the Bankruptcy Code other than an Administrative Claim. "Professional Fees" shall mean all Claims for fees, costs and expenses of Professional Persons incurred in this Case, which fees, costs, and expenses shall have been awarded by Final Order pursuant to ss.ss.330 or 503(b) of the Bankruptcy Code. "Professional Fee Reserve" shall mean the amount of $35,000 held at interest by Debtor's Counsel or the Liquidating Agents for the payment of Professional Fees and post confirmation fees, costs and expenses of Professional Persons. "Professional Persons" shall mean all attorneys, accountants and financial consultants and other professional persons retained by a Final Order within the meaning of ss.ss.327 or 1103 of the Bankruptcy Code or otherwise. "Pro Rata" shall mean the proportion that the Allowed Claim in a particular Class bears to the aggregate amount of all Claims (including Disputed Claims until allowed or disallowed) in such Class. "Released Parties" shall mean the Committee, the Debtor, the Professional Persons, the Liquidating Agent, the Liquidating Agent's Professionals and each of their affiliates, agents, counsel, advisers, consultants, representatives, investment bankers, other professionals and past, present and future officers, directors, and employees of the foregoing. "Schedules" shall mean the Statement of Financial Affairs and Schedule of Assets, Liabilities and Executory Contracts filed by the Debtor with the Bankruptcy Court under Bankruptcy Rule 1007, as such Schedules have been or may be amended from time to time. "Secured Claims" shall mean the Claims of the Lenders and the Equipment Lessors and any other Claim that is secured, within the meaning of ss.506(a) of the Bankruptcy Code. 8 "Stock" shall mean all the issued and outstanding shares of capital stock of the Debtor as of the Confirmation Date. "Unsecured Claim" shall mean any Claim that is not a Secured Claim, an Administrative Claim or a Priority Claim. "Unsecured Creditors' Carve-out" shall mean the sum of $125,000, plus the Excess Cash that the Lenders have made available to pay the holders of Allowed Unsecured Claims, the Committee, Professional Persons retained by the Committee as set forth in Final Orders of the Court approving Debtors' use of cash collateral and, as modified herein, the Liquidating Agent and the Liquidating Agent's Professionals. Article II Provision for the Treatment of Administration Claims Administrative Claims may be impaired. The Allowed Amount of such Claims shall be satisfied, settled and discharged, in full, by the payment of their Pro Rata share up to 100% of such Claims from Available Cash or with respect to Allowed Professional Fees, from the Carve-Outs first and then from Available Cash, on the later of the Consummation Date or the date such claims become Allowed, or upon such terms as may be agreed upon between the Debtor, the Committee, the Liquidating Agent and the respective Claimant entitled to such payment, or in accordance with a Final Order of the Court; provided, however, that for purposes of any payments to holders of Allowed Administrative Claims, other than Allowed Administrative Claims of the Committee, the Liquidating Agent and Professional Persons retained by the Committee or the Liquidating Agent by Final Order, Available Cash shall not include the Unsecured Creditors' Carve-out. 9 Article III Classification of Claims and Interests 3.1 Classes. A Claim is in a particular class only to the extent that the Claim falls within the description of that Class and is in a different Class to the extent that the remainder of the Claim falls within the description of such different Class. In addition, a Claim or Interest is in a particular Class only to the extent that the Claim or Interest is an Allowed Claim. Class 1 - Secured Claims Class 2 - Priority Claims Class 3 - Unsecured Claims Class 4 - Holders of Common Shares of stock in Allied Class 5 - Holders of Types and Classes of Stock in Allied, other than Common Stock, including without limitation, preferred shares, warrants, options and convertible bonds. Unimpaired Claims. Only Claims in Class 1 are unimpaired. Article IV Treatment of Classes of Claims and Interests 4.1 Secured Claims. Class 1 Claims are not impaired and shall be satisfied, settled and discharged, in full, by the payment of the proceeds of the sale of the assets, less expenses, that secured such Secured Claims, or distribution to the Claimant of the asset(s) on which such Claimant holds a Secured Claim or upon such terms as may be agreed upon between the Debtor, the Committee, and the respective Claimant entitled to such payment. 4.2 Priority Claims. Class 2 Claims may be impaired and shall be satisfied, settled and discharged, in full, by the payment of their Pro Rata share of Available Cash up to100% of the Allowed Amount of such Claims on the later of the Consummation Date or on the date such Claims become Allowed, or upon such terms as may be agreed upon between the Debtor and/or the Committee, and the respective Claimant entitled to such payment. 10 4.3 Unsecured Claims. Class 3 Claims are impaired. In full and complete satisfaction, discharge and release of Class 3 Claims, the holders of Class 3 Claims shall receive their Pro Rata share of (a) the Available Cash (after the Post Effective Date Reserve is funded and after all Administrative Claims, Secured Claims and Priority Claims are paid in full, less any reserves with respect thereto) and (b) Unsecured Creditors' Carve-out after payment of the Allowed Claims of the Committee, Professional Persons retained by the Committee, the Liquidating Agent and the Liquidating Agent's Professionals, on the later of the Consummation Date, the date such Claims become Allowed, any additional distribution date selected by the Liquidating Agent, or the Final Distribution Date. 4.4 Common Stock Interests. The holders of Class 4 Common Stock Interests are impaired. Pursuant to the Plan, the New Stock will be issued by New Allied and delivered to Champion following the Confirmation Date and promptly after the Debtor receives the New Value from Champion. 4.5 Holders of Types and Classes of Stock in Allied, other than Common Stock. The holders of Class 5 interests are impaired. On the Effective Date, all Class 5 Interests shall be deemed cancelled and holders of Class 5 Interests shall receive no Distribution under the Plan. Article V Means for Execution of the Plan 5.1 The Confirmation Order shall appoint the Liquidating Agent which shall be granted all the rights, powers and duties of a Trustee under Chapter 7 of the Bankruptcy Code. The Liquidating Agent shall replace the Debtor in all litigation, adversary proceedings and contested matters commenced prior to the 11 Confirmation Date and shall, with the advice and the consent of the Committee, prosecute claims of the Debtor to final conclusion. The significant majority of the funds for the implementation of the Plan shall be derived from the recoveries from the Bankruptcy Actions. 5.2 The Liquidating Agent shall obtain a defalcation bond from a recognized surety company for funds held following the Confirmation Date. 5.3 Promptly following entry of the Confirmation Order (a) New Allied shall transfer its corporate shell to Champion, free and clear of any and all public and private liens, interests, judgments, obligations and encumbrances. (b) New Allied shall deliver all of its corporate books and records to Champion; provided, however, that the Debtor, the Committee and the Liquidating Agent shall be provided reasonable access to such books and records as may be reasonably necessary or appropriate, to implement or consummate this Plan and the provisions of this Plan. (c) Champion shall terminate the present management and Board of Directors, and shall appoint David Roff as the Chairman of the Board and such other directors, as Champion, in its sole discretion deems appropriate. (d) Champion shall amend the Articles of Incorporation and Bylaws of New Allied to (i) effect a quasi-reorganization for accounting purposes, (ii) provide the maximum indemnification or other protections to New Allied's officers and directors that is allowed under applicable law, (iii) conform to the provisions of the Plan and the Confirmation Order and (iv) set the authorized New Stock at fifty (50) million, post-reverse split, and (v) take all action necessary and appropriate to carry out the terms of the Plan. (e) As part of the agreement to obtain the New Value Champion shall be authorized, without solicitation of or notice to shareholders, to issue (i) 2,000,000 shares of New Stock to the new management of New Allied and (ii) 4,000,000 free trading shares to new investors in New Allied, in the sole and unfettered discretion of Champion. New Stock is to be issued on a post-reverse split basis. 12 5.4 The Confirmation Order shall determine, as of the date of its entry, (a) that New Allied is a corporation in good standing, (b) that Champion is acquiring New Allied's corporate shell in good faith, and (c) shall direct the appropriate governmental agency to issue a Certificate of Good Standing for New Allied effective as of the Confirmation Date. 5.5 The Lenders shall deliver the Unsecured Creditors' Carve-out to the Liquidating Agent and the Debtor's Counsel shall deliver the Available Cash to the Liquidating Agent, if any, in its possession, less the Professional Fee Reserve, which Debtor's Counsel shall retain at interest until entry of a Final Order(s) of the Court fixing Professional Fees and Debtor' Counsel shall disburse sums in accordance therewith. Debtor's Counsel shall retain excess funds remaining in the Professional Fee Reserve for ninety (90) days following the Effective Date to pay post confirmation fees, costs and expenses of Professional Persons. Thereafter, any sums remaining in the Professional Fee Reserve shall be promptly delivered to the Liquidating Agent for distribution in accordance with this Plan. 5.6 The Liquidating Agent shall hold all funds delivered to him in his capacity as Liquidating Agent in interest bearing accounts and shall establish the Post Effective Date Reserve. Any Cash remaining in the Post Effective Date Reserve, immediately prior to the Final Distribution Date, shall be treated as Available Cash for distribution to Creditors as provided in Articles II and IV herein. 5.7 Distributions to holders of Allowed Claims pursuant to this Plan shall be paid by checks drawn on the Liquidating Agent's checking account for the Case. The Confirmation Order (and any subsequent Final Orders) shall be a final determination as to the rights of all Claimants and Interest holders to participate in the Distributions under the Plan, whether or not (a) a proof of claim is filed or deemed filed under ss.501 of the Bankruptcy Code, (b) 13 such Claim is an Allowed Claim, or (c) the holder of such Claim has accepted the Plan. The Liquidating Agent shall make payments and Distributions to holders of Allowed Claims only in accordance with the Plan. Distributions of Cash pursuant to the Plan shall be rounded down to the nearest whole dollar. 5.8 The Liquidating Agent shall commence such Bankruptcy Actions as the Liquidating Agent in its sole discretion shall deem appropriate. The Liquidating Agent may litigate the merits of each such action until determined by Final Order. 5.9 Objections to Claims. The Liquidating Agent shall continue the retention of Committee Counsel as its counsel or such other counsel as selected by the Committee, and shall have the exclusive right, within the first ninety (90) days following the Confirmation Date, or during such additional time requested for cause shown and authorized by Final Order, to object to any and all Claims (except the Claims of Secured Creditors) and to litigate, settle or withdraw any objection to Disputed Claims. Unless otherwise ordered by the Court, or agreed to by written stipulation approved by a Final Order, or until the objection thereto is withdrawn or contested matter or adversary proceeding dismissed, the Liquidating Agent may litigate the merits of each Disputed Claim until determined by Final Order. Any Claim for which no objection or contested matter or adversary proceeding addressed to a Claim has been filed on or before ninety (90) days after the Confirmation Order becomes a Final Order, unless such date is extended by the Court, shall be deemed an Allowed Claim in such amount as is set forth in a proof of claim filed with the Court, or if no proof of claim is filed, as listed in the schedules filed by the Debtor with the Court pursuant to Rule 1007 of the Federal Rules of Bankruptcy Procedure and not identified as disputed, contingent or unliquidated as to amount. 14 5.10 Payments and Distributions on Disputed Claims. a. Notwithstanding any other provision of this Plan, no distributions will be made with respect to a Disputed Claim until resolution of such dispute by a Final Order. During the time a Claim is a Disputed Claim it shall receive no post Confirmation Date interest or penalties in connection therewith. As soon as practicable after the date on which a Disputed Claim becomes an Allowed Claim, the holder of such Allowed Claim will receive all distributions to which such holder is then entitled under this Plan on account of such Allowed Claim. Any Person who holds both an Allowed Claim and a Disputed Claim will receive the appropriate distribution on the Allowed Claim, and no distribution will be made on the Disputed Claim until such dispute is resolved by a Final Order. b. In addition, the Liquidating Agent may at any time request that the Bankruptcy Court estimate any Claim under ss.502(c) of the Bankruptcy Code, regardless of whether such Claim has been previously objected to or whether the Bankruptcy Court has ruled on any such objection. In the event that the Bankruptcy Court estimates any Claim, the estimated amount will constitute either the Allowed Amount of such Claim or a maximum limitation on such Claim, as determined by the Bankruptcy Court. 5.11 Unclaimed Distributions. Unclaimed Distributions (including Distributions made by checks which fail to be negotiated) shall be retained by the Liquidating Agent and held in trust for the beneficial holders of Allowed Claims entitled thereto for a period of ninety (90) days after the Distribution date. Any Distribution remaining unclaimed ninety (90) days after the Distribution date shall be canceled (by a stop payment order or otherwise), the Claim(s) relating to such Distributions(s) shall be deemed forfeited and 15 expunged and the holder of such Claim shall be removed from the Distribution schedule and shall receive no further Distributions under this Plan. Any and all canceled Distributions shall be deemed Available Cash and shall be distributed, after payment of any Professional Fees incurred in connection therewith, to the holders of Class 3 Claims in accordance with paragraph 4.3 of this Plan. 5.12 Mailing of Distributions. All Distributions shall be made by check and shall be deemed made at the time such check is duly deposited in the United States mail, postage prepaid, to the holders of Claims at the address listed on their respective proofs of claim filed with the Court, or if no proof of claim was filed, the latest mailing address filed by the holder of an Allowed Claim entitled to a distribution, or if no such mailing address has been filed, the mailing address reflected on the Schedules. 5.13 Maintenance and Proceeds of Bankruptcy Actions. From and after the Effective Date, the Liquidating Agent and no other entity shall be authorized to assert and litigate all Bankruptcy Actions for Distribution under this Plan. The Liquidating Agent may settle any such controversy without Bankruptcy Court approval if the amount in controversy or sum to be recovered is less than $10,000. Any recoveries shall be held by the Liquidating Agent for distribution to holders of Allowed Claims in accordance with Articles II and IV of the Plan until a Distribution date, or such date to be determined by the Liquidating Agent in consultation with the Committee. All costs and expenses incurred by the Liquidating Agent in connection with the pursuit of any Bankruptcy Actions (including Professional Fees and disbursements) shall be paid out of first, from the Unsecured Creditors' Carve-out and next, from Available Cash. 5.14 Notwithstanding any other provision of this Plan, including, without limitation, paragraphs 5.9 and 5.13, above, the Liquidating Agent shall have no right or authority, nor shall any other person or entity have the right or authority, to assert or prosecute any claims, causes of action or rights specifically released pursuant to the terms of the Plan or the 16 Confirmation Order. Pursuant to the Unsecured Creditors' Carve-out, in exchange for the benefits of the carve-out, the Committee agreed on behalf of the Committee, the Liquidating Agent and any superceding trustee in Bankruptcy, to waive any and all claims against the Lenders that the Debtors, their estates or the creditors now possesses or in the future may possess. 5.15 Setoffs. The Liquidating Agent may, but shall not be required to, setoff against the payments and/or Distribution of other property to be made under this Plan in respect of any Claim of any nature whatsoever the Debtor may have against the holder of such Claim, but neither the failure to do so nor the allowance of any Allowed Claim hereunder shall constitute a waiver of any such Claim the Debtor may have against such holder. 5.16 Saturday, Sunday or Legal Holiday. If any payment or act under this Plan is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on the next succeeding Business Day, but shall be deemed to have been completed as of the required date. 5.17 Fractional Cents; Multiple Distributions. (a) Notwithstanding any other provisions of this Plan to the contrary, no payment of fractional cents will be made under this Plan. Cash will be issued to holders entitled to receive a Distribution of Cash in whole cents (rounded to the nearest whole cent). To the extent that cash remains undistributed as a result of rounding of such fractions, such Cash shall be treated as unclaimed property under the Plan. (b) If any creditor shall be entitled to an interim distribution in an amount less than $1.00, such distribution may instead be held by the Liquidating Agent and distributed to such creditor together with any additional distribution made to such creditor on the Final Distribution Date. 17 5.18 Post Confirmation Reports. All post confirmation reports shall be prepared and filed the Liquidating Agent. Post confirmation fees payable to the Office of the United States Trustee pursuant to 28 U.S.C. Section 1930(a)(6) shall be paid by the Liquidating Agent out of Available Cash. 5.19 Post-Confirmation Professional Services. The Professional Persons may, from time to time, provide professional services following the Confirmation Date. Such services shall be paid from the Professional Fee Reserve and/or Available Cash, subject to the limitations set forth in Article II for payment of Allowed Administrative Claims. The Liquidating Agent may retain the Liquidating Agent's Professionals following the Confirmation Date to render services including objections to claim, the calculation and distribution of Available Cash and such Liquidating Agent's Professionals' fees, costs and expenses, shall be paid first, from the Unsecured Creditors' Carve-out and next, from Available Cash. Fees, costs and expenses of (a) the Professional Persons or (b) the Liquidating Agent and the Liquidating Agent's Professionals, shall be paid within ten (10) days after submission of a bill to Debtor's Counsel or the Liquidating Agent, as the case may be, with copies to counsel to the Committee, the Liquidating Agent and the Office of the United States Trustee, provided that no objection to the payment is received by Debtor's Counsel or the Liquidating Agent, as the case may be, during such ten (10) day period. If an objection is asserted and remains unresolved, the Professional Person, the Liquidating Agent or the Liquidating Agent's Professionals against which the objection is asserted may file an application for allowance with the Court and such fees, costs and expenses will be paid in such amounts and from such funds as shall be directed by Final Order of the Court, allowing such fees, costs and expenses. 18 Article VI The Liquidating Agent 6.1 The duties of the Liquidating Agent are only as herein specifically provided in this Plan. 6.2 (a) The Liquidating Agent shall establish the reserves contemplated by this Plan, shall complete the collection or liquidation of the Assets, the Bankruptcy Actions in accordance with the terms, conditions and limitations of this Plan, and shall make the Distributions contemplated by this Plan. The Liquidating Agent shall have the right to hire and retain attorneys and other advisers. All reasonable fees and expenses incurred by the Liquidating Agent shall be paid from the Post Effective Date Reserve, Available Cash and/or the Unsecured Creditors' Carve-out. (b) The Liquidating Agent, under the supervision of the Committee and subject to the terms, conditions and limitations set forth in this Plan, is authorized and empowered to investigate, prosecute, and if necessary, litigate any claims or causes of action constituting Assets on behalf of the Debtor and shall have standing as an estate representative to pursue such Assets, Bankruptcy Actions and Claims objections and may assert any defenses that may otherwise have been asserted by a "trustee" under the Bankruptcy Code. The Liquidating Agent shall also be vested with all rights, powers and benefits afforded to a "trustee" under ss.ss.704 and 1106 of the Bankruptcy Code. The Liquidating Agent is also authorized to take any and all other actions necessary or appropriate to implement or consummate this Plan and the provisions of this Plan. 6.3 The Liquidating Agent shall incur no liability whatsoever for any action taken, or failure to act, except for its own gross negligence or willful misconduct. 19 a. In the performance of its duties hereunder, the Liquidating Agent shall be entitled to rely upon any document, instrument or signature reasonably believed to be genuine. b. The Liquidating Agent may assume that any party purporting to give any notice in writing has been duly authorized to do so. c. The Liquidating Agent shall be paid from Available Cash compensation for the services to be rendered as Liquidating Agent at the customary hourly rate of $275 per hour or such other hourly rate agreed to by the Committee and the Lenders and shall be reimbursed for all expenses and reasonable out of pocket disbursements in connection with carrying out its duties hereunder. The Liquidating Agent shall have the right to retain LaMonica, Herbst and Maniscalco, LLP for the limited purpose of conducting claims analysis review and distributions to creditors at a paralegal rate not to exceed $85.00 per hour. The retention of LaMonica, Herbst and Maniscalco, LLP as attorneys for the Liquidating Agent is subject to entry of a Final Order of the Court approving the retention of the firm. d. The Liquidating Agent shall obtain insurance, paid with Available Cash, which shall indemnify the Liquidating Agent for and hold it harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Liquidating Agent in carrying out its duties hereunder, including the costs and expenses of defending itself against any claim of liability. e. The provisions of subparagraph (d) of this Article 6.3 shall survive the termination of this Plan. 6.4 The Liquidating Agent shall prepare and maintain distribution schedules with respect to all Classes of Claims. As soon as practicable following the Confirmation Date, but no later than the Consummation Date, the Debtor shall prepare and deliver to the Liquidating Agent Distribution schedules with respect to Administrative Claims (except for Professional Fees), and for all other Classes of Claims, including Disputed Claims. Except as otherwise agreed by the affected Claimant or as estimated under a Final Order, the entire amount of the Disputed Claim shall be included in the schedules for purposes of computing any initial Pro Rata 20 Distribution payable to Class 3 Claimants under Article IV of the Plan. The Liquidating Agent shall reserve and maintain the Pro Rata Distribution payable to a holder of a Disputed Claim until entry of a Final Order with respect to such Claim. When all objections to all Claims have been resolved by a Final Order and all Assets have been converted to Cash or abandoned, the Liquidating Agent shall compute the Final Pro Rata Share and distribute the Available Cash on the Final Distribution Date. 6.5 Turnover of Lenders' Collateral. If the Liquidating Agent comes into possession of assets subject to the lien of the Lenders, he shall forthwith deliver such assets in the form received to Lenders' counsel, Herrick Feinstein, 2 Park Avenue, New York, New York 10016, Attn: Andrew Gold, Esq. 6.6 Termination of Duties of Liquidating Agent. Upon the completion of the liquidation of the Debtor' Assets and distribution of the Available Cash in accordance with the Plan, the duties, powers, responsibilities and rights of Liquidating Agent shall terminate, ipso facto. Article VII The Committee 7.1 Until all Distributions have been made in accordance with the terms of this Plan, the members of the Committee shall constitute the Committee. 7.2 The Committee shall direct and control the liquidation of the Debtor' Assets and the prosecution of objections to Claims pursuant to the Plan and shall direct, oversee and control all activity of the Liquidating Agent. The Liquidating Agent shall serve at the pleasure of the Committee. Professional Persons who served as professionals to the Committee prior to the Effective Date may also continue to serve as professionals to the Committee thereafter. Committee Counsel shall also serve as special litigation counsel to the Liquidating Agent in connection with the Bankruptcy Actions and other matters at the discretion of the Liquidating Agent. 21 7.3 In the event that a vacancy occurs on the Committee by reason of death, resignation or retirement, or because a designee of a member of the Committee shall no longer be employed by such member, the vacancy thereby created shall be filled within thirty (30) days thereafter by a person designated by the member of the Committee that employed the former designee or with whom the former designee was affiliated. In the event such member of the Committee fails to designate a successor representative to serve on the Committee, the vacancy may, but need not, be filled by a designee of a majority of the remaining members of the Committee from among the employees or representatives of the remaining holders of Class 3 Claims. 7.4 Upon the occurrence of any one of the following events, and effective immediately upon such occurrence, a member of the Committee shall be deemed to have resigned from the Committee if such member a. Shall assign all or any portion of its Claim other than as security for an obligation of, or to an affiliate of, such Claimant, or b. Releases the Debtor from payment of all or a portion of its Claim. Any vacancy created as a result of the foregoing may, but need not, be filled by a designee of a majority of the remaining members of the Committee from among the employees or representatives of the remaining holders of the Class 3 Claims. 7.5 The Committee shall function as such whether or not any vacancy is filled. No holder of a Class 3 Claim shall have more than one representative on the Committee at any given time. 7.6 The Committee shall act by a majority vote of its members present and voting, either with or without formal meetings. 7.7 The Committee shall have the power and right, upon such terms and conditions as the Committee may determine, to waive, modify or excuse performance of any of the covenants of the Debtor or the Liquidating Agent set 22 forth in the Plan, but such waiver or excuse shall not be deemed to constitute a waiver of any other term or provision of this Plan or waiver or excuse of the same covenant on a different occasion. 7.8 Members of the Committee and their designees shall serve without compensation. However, the Debtor or the Liquidating Agent shall reimburse each member of the Committee, out of the Post Effective Date Reserve, for all reasonable post-Confirmation Date out-of-pocket expenses or disbursements incurred by it or its designee in the performance of its duties as a member of the Committee, or a designee thereof. 7.9 Neither the Committee nor any member of the Committee, Committee Counsel, or any of its employees, professions or agents, shall be liable for any action taken, or failure to act as a member of the Committee, except for its own gross negligence or willful misconduct. The Available Cash shall be used to indemnify and hold harmless the Committee, its members, and its professionals, and the Liquidating Agent and the Liquidating Agent's Professionals, from and against any and all liabilities, expenses, claims damages or losses incurred by them as a direct result of acts or omissions taken by them in their capacities as members or agents for the Committee or the Liquidating Agent, except for their gross negligence or willful misconduct. 7.10 Upon the completion of the Distributions to be made to the holders of Class 3 Claims in accordance with the Plan, the duties, powers, responsibilities and rights of the Committee and its agents shall terminate, ipso facto. 23 Article VIII Executory Contracts and Unexpired Leases 8.1 Rejection of Executory Contracts and Unexpired Leases. All executory contracts and unexpired leases to which the Debtor is a party, which were not previously rejected by the Debtor, shall be deemed rejected and disaffirmed as of the Confirmation Date. 8.2 Filing of Claims. Each entity who is a party to any executory contract rejected pursuant to this Article VIII shall be entitled to file, no later than thirty (30) days following the Confirmation Date, a proof of Claim for damages, if any, alleged to arise from the rejection of such executory contract or unexpired lease. A copy of the proof of claim must be delivered to the Debtor's Counsel, the Committee's Counsel and the Liquidating Agent. The failure of such entity to file a proof of Claim within the period prescribed shall forever bar such entity from asserting any Claim for damages arising from the rejection of such executory contract or unexpired lease. The filing of any such proof of Claim shall be without prejudice to any and all rights the Liquidating Agent may have to object to the allowance thereof. Article IX Injunction and Release 9.1 Except as otherwise expressly provided in this Plan, the Confirmation Order shall operate as an injunction against the commencement or continuation of any action or the employment of any process to collect, offset or recover any sums against the Released Parties with respect to a. any Claim or interest thereon, whether or not a proof of Claim is filed or deemed filed under ss.501 of the Bankruptcy Code, such Claim or interest becomes an Allowed Amount under ss.502 of the Bankruptcy Code or the holder of such Claim has accepted the Plan, and whether or not such Claim is reduced to judgment, liquidated or unliquidated, contingent or noncontingent, asserted or unasserted, fixed or unfixed, matured or unmatured, disputed or undisputed, legal or equitable, known or unknown, that arises or may arise from any agreement of the Debtor entered into or obligation of the Debtor incurred before the Confirmation Date, or from any conduct of the Debtor prior to the Confirmation Date, or that otherwise arose before the Confirmation Date and 24 b. any liability of a kind specified in ss.ss.502(g), 502(h), and 502(i) of the Bankruptcy Code, whether or not a proof of claim is filed or deemed filed under ss.501 of the Bankruptcy Code, such Claim becomes an Allowed Amount under ss.502 of the Bankruptcy Code, or the holder of such Claim has accepted the Plan. 9.2 Except for their obligations under the Plan, as of the Effective Date a. the Released Parties shall be deemed to have exchanged mutual general releases of all Claims by and among them, and b. all creditors, interest holders and other parties in interest in this Case shall be deemed to have granted a complete release, waiver and discharge of the Released Parties with respect to all claims, causes of action, rights and liabilities addressed and released by the Plan. 9.3 General Injunction. Exclusive of any applications or appeals pending as of the Confirmation Date, all holders of Claims against or Interests in the Debtor shall forever be enjoined from the commencement or continuation in any manner, or any action or other proceeding of any kind, the employment of process, or any act to assert a Claim for relief against the Released Parties, in respect of: a. Any actions taken during the course of the Jointly Administered Debtors' Cases; b. The Plan; c. The authorization for or the formulation, negotiation, confirmation or consummation of the Plan; d. Distributions, payments or transfers made under and in accordance with the provisions of the Plan; e. Any other matter, claim, cause of action, right or liability released pursuant to the Plan including paragraphs 9.2 above and 9.7 below; f. Acts performed pursuant to the Plan; or 25 g. Any matter released pursuant to the terms of the Plan, including paragraphs 9.2 above or 9.7 below. 9.4 Injunction against Recording and Taxing Authorities. As of the Effective Date, any and all federal state and local taxing authorities shall be permanently enjoined from the commencement or continuation of any action to collect any transfer taxes from the Debtor, any Released Party, or the Interest Holders, which shall in all events be exempt from payment as provided under Section 1146(c) of the Bankruptcy Code, and the Confirmation Order shall so provide. 9.5 Discharge of Liquidating Agent. The Liquidating Agent shall be discharged of and from his responsibilities and obligations as Liquidating Agent, automatically and without further act or deed on the part of any entity, on the date of the clearance of the final Distribution in the Jointly Administered Debtors' Cases and after the payment of all Allowed Claims of Professional Persons as provided in the Plan. 9.6 The automatic stay pursuant to Section 362 of the Bankruptcy Code shall continue in effect until the final Distribution of Available Cash under the Plan. 9.7 Limitation of Liability. Except as expressly set forth herein or in the Confirmation Order and without limiting the scope or effectiveness of the releases granted in this Plan, effective on the Effective Date, none of Released Parties shall have or incur any liability for any past, present or future actions taken or omitted to be taken before, on or after the Filing Date under or in connection with, related to, affecting or arising out of the Debtor, any of the Debtor's operations, the filing of the chapter 11 petition, the Case, the administration of the Debtor's Cash, Assets, real and personal property, the negotiation, implementation, pursuit of confirmation of the Plan, the Consummation and 26 administration of the Plan, the sale and liquidation of the Assets, and the property to be distributed under this Plan, except by reason of his, her or its gross negligence or willful misconduct, and in all respects, the Released Parties shall be entitled to rely upon the advice of counsel with respect to his, her or its duties and responsibilities under the Plan. The Plan shall constitute a release by all past, present or future holders of Claims or Interests, directly or indirectly, to effect the foregoing, effective as of the Confirmation Date, but subject to the occurrence of the Effective Date, and the Confirmation Order shall so provide. 9.8 Notwithstanding anything to the contrary contained in this Article IX, none of the injunctions and releases provided for herein shall limit, affect or otherwise impair the right of governmental authorities to assert Police Power Claims, as appropriate, against any entity. Article X Certain Provisions Regarding New Allied and the New Stock 10.1 Take Required Actions. (a) Without shareholder approval, the Board of Directors of New Allied shall be authorized to take any and all action necessary or appropriate to effectuate any amendments to New Allied's Certificate of Incorporation and/or Bylaws called for under the Plan and the Board of Directors and officers of New Allied shall be authorized to execute, verify, acknowledge, file and publish any and all instruments or documents that may be required to accomplish same. (b) New Allied shall amend its charter in conformance with section 1123(a)(5)(I) of the Bankruptcy Code. The amended charter or bylaws shall, among other provisions: (i) authorize the issuance of the New Stock; and (ii) prohibit the issuance of nonvoting equity securities to the extent required by section 1123(a)(6) of the Bankruptcy Code. The amended charter and bylaws will become effective upon (i) Confirmation of the Plan, and (ii) the occurrence of the Effective Date. 27 10.2 Exemption From Registration Under Section 1145 of the Bankruptcy Code. The New Stock will be issued without being registered under the Securities Act of 1933 (the "Act") or equivalent state securities or "blue sky" laws, in reliance on the exemption from registration provided by section 3(a)(7) of the Act (15 U.S.C. Section 77(c)(a)(7) and Section 1145(a)(1) of the Bankruptcy Code. 10.3 Notwithstanding anything contained in this Article X, in Section 4.4 or any other provision of this Plan to the contrary, the exchange for stock by Champion and the actions to be taken by New Allied pursuant to the Plan as provided hereunder, shall be at no cost to the Debtor or its estate. Article XI Miscellaneous Provisions 11.1 Effect of Confirmation. The Distributions and other treatment afforded holders of Claims and Interests under this Plan shall be the only payments received by the holders of Claims against and Interests in the Debtor. 11.2 Entire Agreement. The Plan and the Confirmation Order, including any exhibits to the Plan set forth the entire agreement and understanding among the parties hereto relating to the subject matter hereof and supersede all prior discussions and documents. No party shall be bound by any terms, conditions, definitions, warrants, understandings or representations with respect to the Plan other than as are expressly provided for herein. Should any provision in the Plan be determined to be unenforceable by a court of competent jurisdiction, such determination shall in no way limit or affect the enforceability and operative effect of any and all other provisions of the Plan. The duties, rights and obligations of any person or entity named or referred to in the Plan shall be binding upon, inure to the benefit of and shall be the responsibility of, the successors and assigns of such person or entity. 28 11.3 Headings. The headings of the Articles, paragraphs and sections of the Plan are inserted for convenience only and shall not affect the interpretation hereof. The Plan, including any exhibits and other attachments hereto, shall constitute the entire Plan, subject to amendment or modification solely as provided herein. Article I of the Plan is and shall be regarded as an integral, substantive and operative part of the Plan. 11.4 Post-Consummation Effectiveness of Evidence of Claims or Interest. Evidence of Claims or Interests shall, upon the Effective Date, represent only the right to participate in the Distributions contemplated by the Plan and otherwise shall have no further force or effect. 11.5 Modification of the Plan. The Debtor may amend or modify this Plan in accordance with ss.1127(b) of the Bankruptcy Code, or remedy any defect or omission or reconcile any inconsistency in the Plan in such manner as may be necessary to carry out the purpose and intent of the Plan. On or before substantial consummation of the Plan, the Debtor or the Committee may issue, execute, deliver or file with the Bankruptcy Court or record any agreements and other documents, and take any action as may be necessary or appropriate to effectuate, consummate and further evidence the terms and conditions of the Plan. 11.6 Payment of Statutory Fees. All fees payable pursuant to ss.1930 of title 28 of the United States Code, as determined by the Bankruptcy Court at the Confirmation Hearing, shall be paid on or before the Effective Date. The Liquidating Agent shall pay fees that accrue under ss.1930 of title 28 until a Final Decree is entered in this Case, or the Court otherwise orders, out of Available Cash and/or the Post Effective Date Reserve. The Liquidating Agent shall submit U.S. Trustee quarterly fee status reports with each quarterly fee paid after Confirmation of this Plan. 29 11.7 No Interest or Attorneys' Fees. Unless otherwise specifically provided for in the Plan or Confirmation Order or Allowed by a Final Order of the Bankruptcy Court, post-petition interest shall not accrue or be paid on Claims, and no holder of a Claim or Interest shall be entitled to such interest or any penalty or late charge accruing on or after the Filing Date on any such Claim or Interest. Interest shall not accrue or be paid upon any Disputed Claim with respect to the period the Filing Date to the date paid with respect to such Claim once Allowed. No attorneys' fees will be paid by the Debtor with respect to any Claim or Interest except as expressly specified herein or Allowed by a Final Order of the Bankruptcy Court. 11.8 Defenses with Respect to Unimpaired Claims. Except as otherwise provided in this Plan, nothing shall affect the rights and legal and equitable defenses of the Debtor with respect to any unimpaired Claim, including but not limited to, all rights in respect of legal and equitable defenses to setoffs or recoupments against unimpaired Claims. 11.9 Failure of Bankruptcy Court to Exercise Jurisdiction. If the Bankruptcy Court abstains from exercising or declines to exercise jurisdiction, or is otherwise without jurisdiction over any matter arising out of this Case, including any of the matters set forth in this Plan, this Plan shall not prohibit or limit the exercise of jurisdiction by any other court of competent jurisdiction with respect to such matter. 11.10 Governing Law. Except to the extent that the Bankruptcy Code or any other federal law is applicable or to the extent the law of a different jurisdiction is validly elected by the Debtor, the rights, duties and obligations arising under the Plan shall be governed in accordance with the substantive laws of the United States of America and, to the extent federal law is not applicable, the laws of the State of New York. 30 11.11 Notice. Any notice described in or required by the terms of this Plan shall be deemed to have been properly given (a) if mailed, five (5) days after the date of mailing, or (b) if sent via facsimile, on the date of the transmission confirmation, to The Debtor c/o its Attorneys, Marilyn Simon & Associates 280 Madison Avenue, 5th floor New York, New York 10016 Facsimile # (212) 686-1544 Attn: Marilyn Simon, Esq. The Committee c/o its Attorneys Westerman, Ball, Ederer, Miller & Scharfstein 170 Old Country Road Mineola, New York 11501 Facsimile # (516) 622-9212 Attn: Thomas A. Draghi, Esq. Joseph S. Maniscalco, Esq. The Liquidating Agent c/o LaMonica, Herbst and Maniscalco, LLP 3305 Jerusalem Avenue Wantagh, New York 11793 Facsimile # (516) 826-0222 or to such other address as the recipient may give written notice in accordance with the provisions of this paragraph of the Plan. 11.12 Revocation. The Debtor reserves the right to revoke and withdraw this Plan at any time prior to the Confirmation Date. If the Plan is revoked or withdrawn, it shall be deemed null and void, and in such event, nothing contained herein shall be deemed to constitute a waiver or release of any Claim by or against the Debtor, the Committee, or any other entity, or to prejudice in any manner, the rights of the Debtor, the Committee, or any entity in any further proceeding involving the Debtor or the Committee. 31 11.13 Substantial Consummation. The Plan will be deemed substantially consummated, as such term is used in ss.1101(2) of the Bankruptcy Code, upon the commencement of Distributions to the holders of any class of Claims under this Plan. Following such substantial consummation, any appeal, rehearing or other post-confirmation motion of any nature with respect to this Plan or the Confirmation Order except as specifically provided herein or therein shall be rendered moot and no longer justiciable. 11.14 Cramdown. If any impaired Class fails to accept the Plan in accordance with ss.1129(a) of the Bankruptcy Code, the Debtor will request that the Court confirm the Plan in accordance with the provisions of ss.1129(b) of the Bankruptcy Code. 11.15 Confirmation. This Plan may be confirmed if there is insufficient Cash to pay a distribution to any Class of Claims, provided that (i) no junior class receives any distribution until all superior classes are paid in full and (ii) if there is insufficient Cash to pay any superior Class in full, such Class receives its Pro Rata share of Available Cash. 11.16 Continuation of Prior Orders. Entry of a Confirmation Order shall not supercede or affect any prior Orders entered by the Court. 11.17 Reservation of Rights. In the event that this Plan is not confirmed or that the Effective Date does not occur, the rights of all parties in interest in the Case shall be reserved in full. Article XII Retention of Jurisdiction Notwithstanding the entry of the Confirmation Order, the occurrence of the Effective Date or the closing of the Case, the Court shall retain and have jurisdiction of this proceeding under the provisions of the Bankruptcy Code, including, without limitation, ss.1142(b) thereof and of the Federal Rules of Bankruptcy Procedure, and all matters arising out of, and related to the Case and the Plan, and to ensure that the 32 intent and the purpose of the Plan is carried out and given effect. Without limitation by reason of specification, the Court shall retain and have jurisdiction for the following purposes: a. To consider any modification of the Plan pursuant toss.1127 of the Bankruptcy Code and/or any modification of the Plan after substantial consummation thereof, b. To hear and to determine: (i) all controversies, suits and disputes, if any, as may arise in connection with the interpretation or enforcement of the Plan, (ii) all controversies, suits and disputes, if any, as may arise between or among the holders of any Class of Claims or Interests and the Debtor, (iii) all claims and causes of action which may exist on behalf of the Debtor, including Bankruptcy Actions, (iv) applications for allowance of compensation and objections to Claims which have been or may be timely asserted in accordance with orders of this Court or this Plan, (v) any and all pending applications, adversary proceedings, litigated matters and contested matters, and (vi) matters concerning state, local and federal taxes in accordance with ss.ss.345, 505 and 1146 by the Bankruptcy Code. c. To ensure that Distributions are accomplished as provided herein, and to resolve any dispute or issue concerning Distributions, d. To protect the property of the Estate and the Assets from adverse claims or interference inconsistent with the Plan, e. To interpret and enforce orders previously entered in any of the Jointly Administered Debtors' Cases to the extent such orders are not superseded or inconsistent with this Plan, f. To recover all Assets of the Debtor and property of the Estate for Distribution under the Plan, 33 g. To hear, determine and resolve any actions or controversies by or against the Liquidating Agent or Committee or the conduct, action, inaction or omission of the Liquidating Agent or Committee after the Effective Date, and h. To perform any other functions set forth in the Confirmation Order. Dated: Central Islip, New York July 23, 2003 ALLIED DEVICES CORPORATION By: /s/Paul M. Cervino ----------------------------- Paul M. Cervino, President 34 EX-2.2 4 deepwell8knov2003ex2-2.txt Exhibit 2.2 UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF NEW YORK - -------------------------------------------------------------------x In re: Chapter 11 Case No. 03-80962-511 ALLIED DEVICES CORPORATION, d/b/a ADCO DEVICES CO., STROBA MANU- FACTURING CO., ABSOLUTE PRECISION CO., ASTRO INSTRUMENT CO., KAY PNEUMATICS, AND KING VALVE; Debtor. - -------------------------------------------------------------------x ORDER CONFIRMING LIQUIDATING PLAN OF REORGANIZATION --------------------------------------------------- Allied Devices Corporation, d/b/a Adco Devices Co., Stroba Manufacturing Co., Absolute Precision Co., Astro Instrument Co., Kay Pneumatics, and King Valve, debtor and debtor in possession (the Debtor") having proposed and filed a liquidating plan of reorganization dated July 23, 2003 (the "Plan") in this case under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code"); AND a hearing to consider approval of the joint disclosure statement having been held before this Court on July 23, 2003 on notice to all holders of Claims* and Interests in the Case, and the joint disclosure statement dated July 23, 2003 (the "Disclosure Statement") having been approved by order of this Court dated July 28, 2003 (the "Disclosure Statement Order"); AND pursuant to the Disclosure Statement Order, copies of the Plan, the Disclosure Statement, a "Notice Fixing the Time for Acceptances or Rejections of the Plan, the Hearing on the Confirmation of the Plan and the Time for Filing Objections to Confirmation" and the ballot forms for acceptance or rejection of the Plan (collectively, the "Solicitation Materials") having been transmitted to all holders of Claims and Interests; - -------- *Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Plan. AND the solicitation of acceptances from holders of Claims and Interests in this Case having been made within the time and in the manner required by the Disclosure Statement Order, and the acceptances and rejections of the Plan having been received by counsel to the Debtor and having been filed with the Court under cover of a pleading entitled "Certification of Acceptances"; AND no objections to confirmation of the Plan having been filed or asserted herein; AND a confirmation hearing having been held by this Court on September 10, 2003 upon proper and timely notice to all persons entitled thereto in accordance with the Disclosure Statement Order, ss.1128 of the Bankruptcy Code and Rule 2002(b) of the Federal Rules of Bankruptcy Procedure, and upon the affidavit of service by mail of the Solicitation Materials, and upon the record of such hearing and all the proceedings held before the Court in this Case, and after due deliberation, and sufficient cause appearing therefor; IT IS HEREBY FOUND, CONCLUDED and DETERMINED, after notice and a hearing, that 1. The Plan complies with the applicable provisions of the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure: a. Proper Classification (ss.1123(a)(1)). The classification of Claims and Interests under the Plan complies withss.1122 of the Bankruptcy Code. The Claims or Interests placed in a particular class pursuant to the Plan are substantially similar to the other Claims or Interests, as the case may be, in such class. b. Specific Unimpaired Classes (ss.1123(a)(2)). Class 1 is not impaired under the Plan. c. Specific Treatment of Impaired Classes and of Classes Which May Be Impaired (ss.1123(a)(3)). The Plan specifies the treatment of Administration Claims and Claims in Class 2, which may be impaired and Claims in Classes 3, 4 and 5, which are impaired, the details of which are contained in Article IV of the Plan. d. No Discrimination (ss.1123(a)(4)). The Plan provides for the same treatment of each Claim or Interest in a particular Class. e. Implementation of the Plan (ss.1123(a)(5)). The Plan provides adequate means for the Plan's implementation. Debtor's counsel has represented to the Court that it has commenced 29 actions to recover preferences aggregating $94,413.69. f. Executory Contracts and Unexpired Leases (ss.1123(b)(2)). All executory contracts and unexpired leases of the Debtor shall be deemed rejected. g. The Debtor is in Compliance with the Bankruptcy Code (ss.1129(a)(2)). The Debtor, as proponent of the Plan, has complied with the applicable provisions of the Bankruptcy Code. The solicitation of acceptances and rejections from holders of Claims that were placed in impaired Classes 2, 3 and 4 under the Plan was in compliance with (i) the Disclosure Statement Order, (ii) the applicable provisions of the Bankruptcy Code and (iii) the applicable Federal Rules of Bankruptcy Procedure. Class 5 will not receive or retain any property under the Plan and is conclusively presumed to have rejected the Plan underss.1126(g) of the Bankruptcy Code. h. Plan Proposed in Good Faith (ss.1129(a)(3)). The Plan has been proposed in good faith and not by any means forbidden by law. i. Payments of Costs and Expenses (ss.1129(a)(4)). Any payment made or to be made by the Debtor for services or for costs and expenses in or in connection with the Case, or in connection with the Plan and incident to the Case has been disclosed to the Court, and where appropriate pursuant to the Plan, has been approved by the Court or is subject to approval of this Court as reasonable. j. Insider Employees (ss.1129(a)(5)). No insiders of the Debtor will be employed or retained by the reorganized Debtor or New Allied. k. No Rate Change (ss.1129(a)(6)). No rate changes are provided for in the Plan that would require governmental regulatory commission approval. l. Best Interests of Creditors (ss.1129(a)(7)). With respect to each impaired class of Claims or Interests, each holder of a Claim or Interest in any such Class has (i) accepted the Plan, or (ii) will receive or retain under the Plan on account of such Claim or Interest property of a value, as of the Effective Date, that is not less than the amount that such holder would so receive or retain if the Debtor were liquidated under chapter 7 of the Bankruptcy Code on such date. m. Plan Acceptance (ss.1129(a)(8)). (i) Classes 2, 3 and 4 have accepted the Plan in accordance with the provisions of ss.1126(c) and (d) of the Bankruptcy Code, (ii) Class 1 is unimpaired, within the meaning of ss.1124 of the Bankruptcy Code, and is conclusively presumed to have accepted the Plan under ss.1126(f) of the Bankruptcy Code, and (iii) Class 5 will not receive or retain any property under the Plan and is conclusively presumed to have rejected the Plan under ss.1126(g) of the Bankruptcy Code. n. Plan Treatment of Administrative Claims and Priority Claims (ss.1129(a)(9)). Except to the extent that the holder of a particular Claim has agreed to a different treatment of such Claim, the Plan provides that Claims of a kind specified inss.507(a)(1) and (2) of the Bankruptcy Code and Claims of a kind specified inss.507(a)(3), (4), (5), (6), (7) or (8) of the Bankruptcy Code, which have not otherwise been paid previously, shall be satisfied and discharged by paying the holder thereof an amount equal to such Allowed Claim, without interest, from Available Cash, on a Pro Rata Basis, up to 100% of the Allowed Amount of such Claims, on the later of the Consummation Date or the date on which such Claim becomes Allowed until all such Claims are paid in full. o. At Least One Impaired Class of Claims Accepted the Plan (ss.1129(a)(10)). Classes 2, 3 and 4, which Classes are impaired and do not include any insider of the Debtor, have accepted the Plan. p. Feasibility (ss.1129(a)(11)). The Debtor has demonstrated its ability to meet the financial obligations under the Plan and confirmation of the Plan is not likely to be followed by the need for liquidation of the Debtor under chapter 7 of the Bankruptcy Code. q. Fees (ss.1129(a)(12)). All fees payable under 28 U.S.C.ss.1930, as determined by the Court at the Confirmation Hearing, have been or will be paid in Cash through the entry of a final decree closing this case. r. Retiree Benefits (ss.1129(a)(13)). The Debtor does not have any obligations in respect of retiree benefits. s. Cramdown (ss.1129(b)). The Plan does not discriminate unfairly, and is fair and equitable with respect to each class of claims or interests that is impaired under and has not accepted the Plan. Because Class 5 is conclusively presumed to have rejected the Plan under ss.1126(g) of the Bankruptcy Code, the Debtor is seeking confirmation of the Plan under ss.1129(b) of the Bankruptcy Code. t. No Other Plan (ss.1129(c)). No other chapter 11 plan remains subject to consideration by this Court in the Case. u. Principal Purpose (ss.1129(d)). The principal purpose of the Plan is neither the avoidance of taxes nor the avoidance of the application of section 5 of the Securities Act of 1933. 2. New Allied is a corporation in good standing and Champion is (i) providing fair and reasonable value in exchange for acquiring New Allied's corporate shell; and (ii) acquiring New Allied's corporate shell, and the stock issued pursuant to the Plan, in good faith. 3. The foregoing findings and conclusions satisfy the requirements of Rule 7052 of the Federal Rules of Bankruptcy Procedure. A finding of fact shall operate as a finding of fact, no matter how denominated, and a conclusion of law shall operate as a conclusion of law, no matter how denominated. All offers of proof and discussion for the record at the Confirmation Hearing constitute additional findings and conclusions with respect to this order. 4. Finding that the Plan is confirmable for all of the foregoing reasons, IT IS HEREBY ORDERED THAT: 1) The Plan, a copy of which is annexed hereto as Exhibit "A", the terms and provisions of which are incorporated herein by reference as if fully set forth herein, be, and it hereby is, confirmed in all respects regardless of whether specific reference is made herein to a particular article, paragraph or provision of the Plan. 2) The provisions of the Plan and this Order shall be, and they hereby are, binding upon the Debtor, the Committee, Champion, any holder of a Claim or Interest, and their officers and assigns, whether or not the Claim or Interest is impaired under the Plan and whether or not the holder of such Claim or Interest has accepted the Plan. The provisions of this Order shall be, and they hereby are, non-severable and mutually dependent. 3) Joseph S. Maniscalco, Esq. of LaMonica, Herbst, and Moniscalco, LLP is hereby appointed as the Liquidating Agent and the Liquidating Agent is hereby granted all the rights, powers and duties of a Trustee under Chapter 7 of the Bankruptcy Code. The Liquidating Agent hereby replaces the Debtor in all litigation, adversary proceedings and contested matters commenced prior to the Confirmation Date and shall, with the advice and the consent of the Committee, prosecute claims of the Debtor to final conclusion. 4) The Liquidating Agent shall obtain a defalcation bond from a recognized surety company for funds held following the Confirmation Date. 5) Promptly following entry of this Confirmation Order and receipt of the balance of the purchase price therefor, subject to the Lender's lien: (a) The Debtor or New Allied, however the case may be, shall be deemed to have transferred its corporate shell to Champion, free and clear of any and all public and private liens, interests, judgments, obligations and encumbrances. (b) New Allied shall deliver all of its corporate books and records to Champion; provided, however, that the Debtor, the Committee and the Liquidating Agent shall be provided reasonable access to such books and records as may be reasonably necessary or appropriate, to implement or consummate the Plan and its provisions. (c) The present management and Board of Directors of the Debtor are hereby terminated without further action required by any parties and David Roff is hereby appointed as the Chairman of the Board of Directors of New Allied, and Champion shall appoint such other directors, as Champion, in its sole discretion deems appropriate. (d) All Class 4 Interests in the Debtor shall be immediately deemed to be reversed at a ratio of 30:1, based on the existence of 5,048,782 shares, without further action required by any party. (e) Champion is herewith authorized to amend the Articles of Incorporation and Bylaws of New Allied to (i) effect a quasi-reorganization for accounting purposes, (ii) provide the maximum indemnification or other protections to New Allied's officers and directors that is allowed under applicable law, (iii) conform to the provisions of the Plan and this Confirmation Order, (iv) set the authorized New Stock at fifty (50) million, post-reverse split, and (v) take all action necessary and appropriate to carry out the terms of the Plan. (f) Champion is authorized, without solicitation of or notice to shareholders, to issue (i) 2,000,000 shares of New Stock to the new management of New Allied and (ii) 4,000,000 free trading shares to new investors in New Allied, in the sole and unfettered discretion of Champion. The New Stock shall be issued on a post-reverse split basis. 6) The Board of Directors of New Allied is herewith authorized, without seeking or obtaining shareholder approval, to take any and all actions necessary or appropriate to effectuate any amendments to New Allied's Certificate of Incorporation and/or Bylaws called for under the Plan and the Board of Directors and officers of New Allied are hereby authorized to execute, verify, acknowledge, file and publish any and all instruments or documents that may be required to accomplish the same. 7) New Allied shall amend its charter in conformance with section 1123(a)(5)(I) of the Bankruptcy Code. The amended charter or bylaws shall, among other provisions: (i) authorize the issuance of the New Stock; and (ii) prohibit the issuance of nonvoting equity securities to the extent required by section 1123(a)(6) of the Bankruptcy Code. The amended charter and bylaws shall become effective upon (i) entry of this Confirmation Order, and (ii) the occurrence of the Effective Date. 8) The New Stock shall be issued without being registered under the Securities Act of 1933 (the "Act") or equivalent state securities or "blue sky" laws, in accordance with the exemption from registration provided by section 3(a)(7) of the Act (15 U.S.C. ss.77(c)(a)(7) and ss.1145(a)(1) of the Bankruptcy Code. 9) Notwithstanding anything contained in the Plan to the contrary, the acquisition of stock by Champion and the actions to be taken by New Allied pursuant to the Plan as provided in this Confirmation Order, shall be at no cost to the Debtor or its estate. 10) New Allied is deemed to be a corporation in good standing, effective as of the date of this Confirmation Order. 11) The Secretary of State of the State of Nevada and all other appropriate governmental agencies are hereby directed to issue a Certificate of Good Standing for New Allied, effective as of the date of this Confirmation Order. 12) To the extent applicable, Champion is hereby provided all of the protections of Section 363(m) of the Bankruptcy Code. 13) The Lenders are directed to deliver $125,000 of the Unsecured Creditors' Carve-out to the Liquidating Agent within five (5) business days following entry of this order. In addition, within five (5) business days following the earliest to occur of (a) receipt of a final computation (the "GHA Compultation") by Getzler Heinrich & Associates, the Lenders' financial consultants, of the amounts the Lenders have received in net cash recoveries from the liquidation of the Debtor's assets, subject to their liens and those of the Debtor's affiliates in the jointly administered Chapter 11 cases, subject to their liens, less the costs in connection therewith, or (b) entry of an order of the Court determining the amount of the net cash recovery, the Lenders shall deliver to the Liquidating Agent an amount equal to twenty (20%) percent of the net cash recovery in excess of $4.8 million. The Lenders are directed to deliver the GHA Computation, which shall include a detailed breakdown and reconciliation of all receipts and disbursements relating to the liquidation of Debtor's assets, to the Liquidating Agent, Debtor's Counsel and Counsel to the Committee, within thirty (30) days following entry of this order. Debtor's Counsel shall deliver the Available Cash to the Liquidating Agent, if any, in its possession, less the Professional Fee Reserve within thirty (30) days following entry of this order. Debtor's Counsel shall retain the Professional Fee Reserve at interest until entry of Final Order(s) of the Court fixing Professional Fees and Debtor' Counsel shall disburse sums in accordance therewith. Debtor's Counsel shall retain excess funds remaining in the Professional Fee Reserve for ninety (90) days following the Effective Date to pay post confirmation fees, costs and expenses of Professional Persons. Thereafter, any sums remaining in the Professional Fee Reserve shall be promptly delivered to the Liquidating Agent for distribution in accordance with this Confirmation Order and the Plan. 14) The Liquidating Agent shall hold all funds delivered to him in his capacity as Liquidating Agent in interest bearing accounts and shall establish the Post Effective Date Reserve. Any Cash remaining in the Post Effective Date Reserve, immediately prior to the Final Distribution Date, shall be treated as Available Cash for distribution to Creditors as provided in Articles II and IV of the Plan. 15) This Confirmation Order (and any subsequent Final Orders) shall be a final determination as to the rights of all Claimants and Interest holders to participate in the Distributions under the Plan, whether or not (a) a proof of claim or interest is filed or deemed filed under ss.501 of the Bankruptcy Code, (b) such Claim is an Allowed Claim, or (c) the holder of such Claim or Interest has accepted the Plan. The Liquidating Agent shall make payments and Distributions to holders of Allowed Claims only in accordance with the Plan. 16) The Liquidating Agent shall commence such Bankruptcy Actions as the Liquidating Agent in its sole discretion shall deem appropriate. The Liquidating Agent may litigate the merits of each such action until determined by Final Order. 17) The Debtor, the Committee, the Liquidating Agent, New Allied and Champion and their agents and attorneys shall be, and they hereby are, authorized, empowered and directed to execute, deliver and carry out all of the provisions of the Plan, and to perform such other acts as are necessary for the consummation of the Plan. 18) Subject to the limitations set forth in the Plan, all holders of Claims and Interests are precluded from asserting against the Debtor, its estate, New Allied, Champion, the Committee, the Liquidating Agent or their professionals and agents, any Claim based upon any act of, or omission by, the Debtor, New Allied, Champion, the Committee or the Liquidating Agent or any transaction or other activity of the Debtor, New Allied, Champion, the Committee or the Liquidating Agent of any kind or nature that occurred prior to the Effective Date except for acts of willful neglect and gross negligence. 19) All executory contracts of the Debtor are hereby deemed rejected by the Debtor. 20) In accordance withss.1146(c) of the Bankruptcy Code, the transfer or sale of the assets and property of the Debtor during the administration of this case shall not be taxed under any state or local law imposing a stamp tax or similar tax. 21) The Debtor is hereby authorized and directed to turn over the unpaid accounts receivable in its possession to a collection agency chosen by the Lenders. All collections received by such collection agency shall be paid to the Lenders in accordance with the Cash Collateral Orders of this Court, subject to the Unsecured Creditors' Carve-out, which shall be paid by the Lenders to the Liquidating Agent, promptly upon receipt of such collections. The Court shall retain jurisdiction in connection with the recovery and the collection of the accounts receivable. The Lenders shall provide monthly reports of any collected accounts receivable to the Liquidating Agent, Debtor's Counsel and Counsel to the Committee. 22) The Debtor, New Allied, the Committee, the Liquidating Agent and Champion be and they hereby are authorized to execute any and all documents, do any and all things and pay any and all sums necessary or required to effectuate the transactions approved or contemplated by this order. 23) This Court shall retain jurisdiction of this proceeding under the provisions of the Bankruptcy Code, including, without limitation, ss.1142(b) thereof, and the Federal Rules of Bankruptcy Procedure, to ensure that the intent and the purpose of the Plan is carried out and given effect. Without limitation by reason of specification, this Court shall retain jurisdiction for the purposes set forth in Article XII of the Plan, as well as any action commenced by the Liquidating Agent under Article V of the Plan. 24) The Debtor's estate, through the Liquidating Agent, shall be responsible for the payment of United States Trustee quarterly fees arising under 28 U.S.C. ss.1930(a)(6) from and after the Confirmation Date through the entry of a final decree closing this case. 25) The Liquidating Agent shall be responsible for the filing of all post-confirmation reports. 26) Either the application for the Final Decree or an application to extend same, shall be filed by the Liquidating Agent within 180 days of entry of this Confirmation Order. Dated: Central Islip, New York September __, 2003 ---------------------------------------- UNITED STATES BANKRUPTCY JUDGE EX-3.1 5 deepwell8knov2003ex-1.txt Exhibit 3.1 RESTATED AND AMENDED ARTICLES OF INCORPORATION OF ALLIED DEVICES CORPORATION (now known as DEEP WELL OIL & GAS, INC.) Pursuant to the provisions and subject to the requirements of Title 7, Chapter 78 of Nevada Revised Statutes (NRS), specifically, NRS 78.622 titled Reorganization under federal law: Powers of corporation, and the acts amendatory thereof, and hereinafter sometimes referred to as the General Corporation Law of the State of Nevada, these Restated and Amended Articles of Incorporation are made by the above-named Corporation having recently emerged from Chapter 11 bankruptcy. The undersigned President of the Corporation and its Chairman of the Board, its only officer and director, also an assignee of the entity known as "Champion," and pursuant to a certain "Order Confirming Liquidating Plan of Reorganization" of the United States Bankruptcy Court in and for the Eastern District of New York dated September 10, 2003, and signed by U.S. Bankruptcy Judge Melanie L. Cyganowski, in the matter titled In re: Allied Devices Corporation, et al., Chapter 11, Case No. 03-80962-511, a certified copy of which has been provided to the Secretary of State, hereby affirms and confirms the following post-bankruptcy Restated and Amended Articles of Incorporation: ARTICLE ONE - NAME AND DURATION The name of the corporation (hereinafter "Corporation") was "ALLIED DEVICES CORPORATION" but the name is hereby changed to "DEEP WELL OIL & GAS, INC." The Corporation shall have perpetual existence. ARTICLE TWO - PREEMPTIVE RIGHTS No shareholder of the Corporation shall have any preemptive or other right, by reason of his status as a stockholder, to acquire any unissued shares, treasury shares, or securities convertible into shares of the capital stock of the Corporation. This denial of preemptive rights shall, and is intended to, negate any rights which would otherwise be given to stockholders pursuant to NRS ss. 78.265, titled Preemptive rights of stockholders in corporations organized before October 1, 1991, or a successor statute. ARTICLE THREE - CAPITALIZATION The number of shares the Corporation is authorized to issue is fifty million (50,000,000) shares, having a par value of one mill or one tenth cent ($0.001) per share, and the Corporation is authorized to issue, and/or grant options and/or warrants to purchase, or otherwise acquire, shares of the common stock of the Corporation, upon such terms and for such consideration as the Board of Directors of the Corporation shall determine. All shares of stock of this Corporation shall be of the same class, namely, common capital shares, and shall have the same rights and preferences. The Corporation is prohibited from issuing nonvoting equity securities to the extent required by section 1123(a)(6) of the United States Bankruptcy Code. The total number of issued and outstanding common capital shares, prior to the filing of this document with the Secretary of State is 5,048,782. Pursuant to the Bankruptcy Court's Plan of Reorganization, these shares are hereby reverse-split one (1) for every thirty (30) shares. ARTICLE FOUR -- GOVERNING BOARD The governing board of the Corporation shall be styled as a "Board of Directors" and any member of said Board shall be styled as a "Director." The number of members constituting Board of Directors of the Corporation is a minimum of at least one (1), and the name and address, either residence or business, of the currently existing single member of the Board of Directors, and the Corporation's only officer, is Mr. David Roff whose address is 31 Walmer Road, Unit 6, Toronto, Ontario M5R 2W7 Canada The number of directors of the Corporation may be increased or decreased in the manner provided in the Bylaws of the Corporation; provided, that the number of directors shall never be less than one. In the interim between elections of directors by stockholders entitled to vote, all vacancies, including vacancies caused by an increase in the number of directors and including vacancies resulting from the removal of directors for any reason, may be filled by the remaining directors, though less than a quorum. ARTICLE FIVE -- ELIMINATING PERSONAL LIABILITY The personal liability of the directors and officers of the Corporation is hereby eliminated to the fullest extent permitted by the General Corporation Law of the State of Nevada, as the same may be amended and supplemented. ARTICLE SIX -- INDEMNIFICATION The Corporation shall, to the fullest extent permitted by the General Corporation Law of the State of Nevada, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said Law from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said Law, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. ARTICLE SEVEN -- PURPOSE The nature of the business of the Corporation and the objects or purposes to be transacted, promoted, or carried on by it are to engage in and conduct any lawful business, activity or enterprise for which corporations may be organized under Nevada law. At present, the reorganized Corporation intends to engage in the oil and gas business. 2 ARTICLE EIGHT -- AMENDMENT OF ARTICLES OF INCORPORATION The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. To the full extent permitted under Nevada law, the Board of Directors shall also have the power and other authority to amend, alter, change or repeal any provision in the Corporation's Articles of Incorporation. The Board of Directors may also take action to change the Corporation's capitalization, such as a reverse-stock split or forward split, so long as it does not require an amendment to the Corporation's Articles of Incorporation. ARTICLE NINE -- CONTROL SHARES ACQUISITIONS The Corporation expressly opts-out of, or elects not to be governed by, the "Acquisition of Controlling Interest" provisions contained in NRS ss.ss. 78.378 through 78.3793 inclusive--all as permitted under NRS ss. 78.378.1. ARTICLE TEN -- COMBINATIONS WITH INTERESTED STOCKHOLDERS The Corporation expressly opts-out of, and elects not to be governed by, the "Combinations with Interested Stockholders" provisions contained in NRS ss.ss. 78.411 through 78.444, inclusive--all as permitted under NRS ss. 78.434. ARTICLE ELEVEN -- CONFLICTS OF INTEREST To the full extent contemplated by Nevada law, no contract or other transaction between this Corporation and any other corporation, entity or person shall be affected by the fact that a director or officer of this Corporation is interested in, or is a director or other officer of such other corporation. Any director or officer, individually or with others, may be a party to or may be interested in any transaction of this Corporation or any transaction in which this Corporation is interested. Each person who is now or may become a director or officer of this Corporation is hereby relieved from and indemnified against any liability that might otherwise obtain in the event such director or officer contracts with the Corporation for the benefit of such director, officer or any firm, association or corporation in which such director or officer may be interested in any way, provided such director or officer acts in good faith. ARTICLE TWELVE -- BY-LAWS By-laws of this Corporation may be adopted by the Board of Directors, which shall also have the power to alter, amend or repeal the same from time to time as permitted under Nevada law. 3 Regarding the legality of, or authority to file, these Restated and Amended Articles of Incorporation of the Corporation, the undersigned hereby certifies as follows: In the "Order Confirming Liquidating Plan of Reorganization" of the United States Bankruptcy Court in and for the Eastern District of New York dated September 10, 2003, and signed by U.S. Bankruptcy Judge Melanie L. Cyganowski, in the matter titled In re: Allied Devices Corporation, et al., Chapter 11, Case No. 03-80962-511, the U.S. Bankruptcy Court has given the undersigned, as the Corporation's only director and officer and also, as the assignee of Champion, broad powers to amend the Corporation's Articles of Incorporation to effectuate and implement the Court's Plan of Reorganization. These include but are not limited to the following, which are set specifically forth on p. 6 through 7 of the Court's Order: 1. "The present management and Board of Directors of the Debtor are hereby terminated without further action required by any parties and David Roff is hereby appointed as Chairman of the Board of Directors of New Allied [the new Corporation emerging from bankruptcy], and Champion shall appoint such other directors, as Champion, in its sole discretion deems appropriate." 2. "All Class 4 Interests [common stockholder interests] in the Debtor shall be immediately deemed to be reversed at a ratio of 30:1, based on the existence of 5,048,782 shares, without further action required by any party." 3. "Champion is herewith authorized to amend the Articles of Incorporation and Bylaws of New Allied to (i) effect a quasi-reorganization for accounting purposes, (ii) provide the maximum indemnification or other protections to New Allied's officers and directors that is allowed under applicable law, (iii) conform to the provisions of the Plan and this Confirmation Order, (iv) set the authorized New Stock [stock to be issued after emergence from bankruptcy] at fifty (50) million, post-reverse split, and (v) take all action necessary and appropriate to carry out the terms of the Plan." 4 4. "The Board of Directors of New Allied is herewith authorized, without seeking or obtaining shareholder approval to take any and all actions necessary or appropriate to effectuate any amendments to New Allied's Certificate of Incorporation and/or Bylaws called for under the Plan and the Board of Directors and officers of New Allied are hereby authorized to execute, verify, acknowledge, file and publish any and all instruments or documents that may be required to accomplish the same." Based on the provisions of the Bankruptcy Court's Order and Plan of Reorganization quoted above and the authority provided by NRS 78.622 titled Reorganization under federal law: Powers of corporation, these Restated and Amended Articles of Incorporation have been duly and lawfully adopted in accordance with Nevada law. IN WITNESS WHEREOF, the undersigned hereby certifies that, as set forth above, he has been authorized by the U.S. Bankruptcy Court in and for the Eastern District of New York and, as the lawful assignee of Champion, to execute these Restated and Amended Articles of Incorporation of what is now DEEP WELL OIL & GAS, INC., formerly ALLIED DEVICES CORPORATION, on this day of October, 2003; further, this document correctly sets forth the text of the articles of incorporation as amended to the date hereof. ----------------------------------------------- David Roff, President and Chairman of the Board 5 EX-16.1 6 deepwell8knov2003ex16-1.txt Exhibit 16.1 November 14, 2003 Securities and Exchange Commission 450 5th Street N.W. Washington, D.C. 20549 Ladies and Gentlemen: We have been furnished with copies of the response to Item 4 of Form 8-K for the event that occurred on March 20, 2003, to be filed by our former client, Allied Devices Corporation. We agree with the statements made in response to that Item insofar as they relate to our Firm. Very truly yours, /s/ BDO Seidman, LLP EX-99.1 7 deepwell8knov2003ex99-1.txt Exhibit 99-1 PRESS RELEASE FOR IMMEDIATE RELEASE DEEP WELL OIL & GAS (FORMERLY ALLIED DEVICES CORPORATION) ANNOUNCES EMERGENCE FROM BANKRUPTCY AND THE FILING OF A FORM 8K Toronto, Ontario - (November 18, 2003) - Deep Well Oil & Gas, Inc. (formerly Allied Devices Corporation) (ALDVQ.PK) (the "Company") announced that it emerged from Chapter 11 bankruptcy protection on September 10, 2003. The Bankruptcy Court for the Eastern District of New York approved a plan of reorganization ("the Plan") for the Company. The Company has filed a Form-8K with the SEC on the EDGAR system with details of the Plan. The Company also announced that it has changed its name to Deep Well Oil & Gas, Inc. The Company expects to a symbol change to become effective within the next two weeks. On March 20, 2003, BDO Seidman, LLP declined to continue as auditors of the Company. The Company has engaged Sellers and Andersen of Salt Lake City to be the new auditors of the Company. All statements contained herein that are not historical facts, including but not limited to statements regarding the Company's current business strategy and the Company's plans for future development, operations and capital raising, are based upon current expectations. CONTACT: Deep Well Oil & Gas, Inc David Roff - President 416-928-3095 -----END PRIVACY-ENHANCED MESSAGE-----