/raid1/www/Hosts/bankrupt/TCR_Public/000828.MBX
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, August 28, 2000, Vol. 4, No. 168
Headlines
AMC ENTERTAINMENT: S&P Cuts Credit Rating To CCC+ & Says Outlook Negative
AMERICAN PAD: Saratoga Offers Over $110 Million for Williamhouse Assets
ANKER COAL: Quarterly Net Loss Declines; EBITDA Continuing to Improve
APPONLINE.COM: Wolf Haldenstein Files Suit Against Officers and Directors
BAUSCH & LOMB: Moody's Places Debt Ratings On Review For Possible Downgrade
BIG PARTY: Employing Choate Hall & Stewart as Special Corporate Counsel
BIG PARTY: iParty's Acquisition of 33 Stores for $4 Million Completed
CLARIDGE HOTEL: Significant Developments in Claridge Bankruptcy Case
CLARK MATERIAL: Repudiates Agreement to Pay Terex's Defense Costs
COLEMAN ENTERPRISES: Case Summary and 15 Largest Unsecured Creditors
COMPLETE MANAGEMENT: Committee Seeks Authority to Pursue Causes of Action
COMSAT CORP.: Moody's Downgrades Senior Unsecured Rating To Baa3
CONSECO FINANCE: Fitch Downgrades Guarantee Classes To B & Watch Negative
CREDITRUST CORP: Milberg Weiss Files Complaint against Debtor's Officers
CRIIMI MAE: Bankruptcy Court Approves Second Amended Joint Disclosure
DELTA FINANCIAL: Fitch Cuts Senior Debt To CCC+ & Says Outlook Negative
DERBY CYCLE: Covenant & Credit Limit Negotiations Continue with Lenders
FRUIT OF THE LOOM: Assuming 1411 Broadway Leases & Assigning For $125,000
GRAHAM-FIELD: Asks for Exclusivity Extension through December 21, 2000
HARNISCHFEGER INDUSTRIES: Pachulski Insulates Two New Attorneys from Cases
HILLSBOROUGH RESOURCES: Shareholders Reject Vulcan's $0.18 per Share Offer
HMT TECHNOLOGY: Komag Shareholders to Vote Sept. 20 on Merger Pact
INFORMATION PACKAGING: Printing Company and Subsidiaries Files Chapter 11
INTEGRATED HEALTH: Motion To Reject Non-Competition Agreement With S. Stein
LAMONTS APPAREL: Files Plan of Liquidation following Gottschalks Deal
LAROCHE INDUSTRIES: Sale of Ammonium Nitrate Assets to Pay-Off DIP Lenders
MARINER POST-ACUTE: Motion To Employ Value Management Group To Value SNF's
METROTRANS CORPORATION: Spartan Motors Objects to Plan Confirmation
MULTICARE AMC: Seeks Extension of Removal Period to March 20, 2001
NEW AMERICAN HEALTHCARE: Selling Memorial Hospital to Tenet for $3.7MM
NIKE, INC.: Shareholders to Meet in Portland on September 18
PATHMARK STORES: Defends Third-Party and Non-Debtor Releases Under Plan
PRIMARY HEALTH: Committee Presents Liquidation Trust Agreement to Court
RIGGS NATIONAL: Moody's Puts Debt Ratings On Review For Possible Downgrade
SC NEW HAVEN: Advises SEC That Old Shares Have Been Canceled
SINGER COMPANY: Court Confirms First Amended Joint Plan of Reorganization
SILVER CINEMAS: Seeks Approval of Amendment to Letter of Credit Agreement
SUN HEALTHCARE: Sunrise Nurses' Motion to File Class Proof of Claim
SOUTHERN UNION: Fitch Affirms BBB+ Rating on Senior Unsecured Notes
SUNSHINE ARGENTINA: Files for Chapter 11 Protection in Wilmington, Del.
SYSTEM SOFTWARE: Walking Away from Remaining Office Space Leases
TOROTEL: Shareholders to Meet in Grandview, Missouri, on Sept. 18
VENCOR: Debtors Settle With Texas HCP On Termination Of Vencare Lease
VIDEO CITY: Video Store Operator Restructure Under Chapter 11
WASTE MANAGEMENT: Announces Development Agreement with Reliant Energy
ZONE ENTERTAINMENT: Four Subsidiaries File for Protection from Creditors
* Bond pricing for the week of August 28, 2000
*********
AMC ENTERTAINMENT: S&P Cuts Credit Rating To CCC+ & Says Outlook Negative
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AMC Entertainment Inc., struggling with others in the movie exhibition
industry because of an oversupply of screens, saw its corporate credit
rating downgraded by Standard & Poor's to CCC+ from B.
A credit rating of CCC+ means that if a company experiences adverse
business conditions, it is not likely to have the capacity to meet its
financial commitments. AMC declined to comment Wednesday on the downgrade.
S&P analyst Steve Wilkinson wrote in his report that the downgrade was made
to reflect the company's "high financial risk, along with continued
weakness in AMC's operating performance and the likelihood of a further
decline in year-over-year" results.
Wilkinson noted in particular the decline in AMC's earnings before
interest, taxes, depreciation and amortization - a measure of cash flow
scrutinized by the investment and lending communities. "The deterioration
of these credit measures is a reflection of weak profitability and a
substantial increase in rental obligations and debt, which financed the
company's rapid expansion of screens over the past several years,"
Wilkinson wrote.
AMC and other movie exhibition companies have been losing money and seeing
their debt ratings drop in the past year. One chain, Carmike Cinemas,
filed for Chapter 11 bankruptcy protection earlier this month, and United
Artists is battling to avoid bankruptcy. AMC has said it is in better
shape than many of its competitors, in part because it has a bigger
proportion of its screens concentrated in the more popular megaplexes.
Making matters worse for AMC and the entire exhibition industry is a weak
film lineup for the fall and expected competition from the Summer Olympics,
which begin next month. Historically, there has been a steep drop in movie
attendance during the Olympics.
In conclusion, Wilkinson said his outlook is negative as he expects
profitability to remain under pressure as the exhibition industry struggles
under a glut of movie screens. He sees no measurable net decline in the
number of movie screens in the United States.
AMERICAN PAD: Saratoga Offers Over $110 Million for Williamhouse Assets
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American Pad & Paper Company seeks an order approving the sale of its
Williamhouse Division assets to Saratoga Partners IV, LP, subject to higher
and better bids.
The purchase price for the assets consists of $24 million in cash; $65
million of senior unsecured notes issued by the Buyer; $6 million in cash
generated by the sale from Buyer to Saratoga of Class A preferred stock of
the Buyer; $8 million in cash generated by the sale from Buyer to Saratoga
of Class B Preferred Stock of the Buyer; $1 million in cash generated by
the sale from the Buyer to Saragtoga of Class A Common Stock of the Buyer;
$6,545,000 of Class B preferred stock of the Buyer and $818,182 of Class B
Common Stock of the Buyer. The purchase price is subject to adjustment
related to levels of working capital at closing and accounts payable at
December 31, 2000.
A termination fee of $1 million is provided, in the event that the Buyer
breaches the asset purchase agreement. In the event that the Sellers elect
to pursue a stand-alone plan of reorganization which does not constitute a
liquidation of the business or breach this agreement, the sellers shall pay
liquidated damages of $1 million to Buyer. If the sellers sell all or a
substantial part of the business or sellers' stock to a party other than
Buyers, Sellers shall pay to Buyer upon closing of such alternative
transaction a fee equal to $3,341,000 as a "Topping Fee."
The debtors believe that the sale of the assets is necessary because of the
debtors' limited access to cash. The DIP Facility requires that the sale of
the Williamhouse division must be closed by September 15, 2000. In
addition, the Williamhouse division has been in decline and is likely to
deteriorate further if the debtors continue to operate under Chapter 11.
A hearing with respect to the motion will be held before the Honorable
Roderick R. McKelvie, US District Judge, US District Court, Wilmington. The
objection deadline is August 29, 2000 at 4:00 PM.
ANKER COAL: Quarterly Net Loss Declines; EBITDA Continuing to Improve
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Anker Coal Group, Inc. reports adjusted EBITDA of $5.5 million for the
quarter ended June 30, 2000, an increase of 83% from adjusted EBITDA of
$3.0 million in the same period of 1999. Bruce Sparks, President of the
company, said "the continued improvement in adjusted EBITDA from 1999
levels is primarily due to cost savings achieved through the use of
contract miners at the company's deep mine operations and the resulting
reduction in overhead costs."
The cost per ton of operations and selling expenses for company-produced
and brokered coal for the quarter ended June 30, 2000, was $24.68 compared
to $25.36 per ton for the quarter ended June 30, 1999, a decrease of 3%.
The company reported revenues of $54.8 million for the second quarter
of 2000, a decrease of 4% from the $57.3 million of revenues for the same
period of 1999. The decrease in revenues was primarily attributable to the
lower coal sales volume.
Gross profit for the second quarter of 2000 was $2.0 million, an increase
of $2.3 million from a gross loss of $0.3 million for the second quarter of
1999. Net loss declined $6.0 million, or 65%, from a net loss of $9.3
million in the second quarter of 1999 to a net loss of $3.3 million in the
current quarter. Mr. Sparks noted that "although the company recorded a
second quarter net loss, the continued improvement in gross profit and the
decline in net loss, despite slightly lower revenue, is evidence that the
company's revised business plan is having a positive impact on the
company's financial performance."
The company also reported adjusted EBITDA of $12.3 million for the six
months ended June 30, 2000, as compared to adjusted EBITDA of $8.3 million
for the same period of 1999, an increase of $4.0 million or 48%.
The cost per ton of operations and selling expenses for company-produced
and brokered coal was $24.53 for the six months ended June 30, 2000,
compared to $25.09 per ton for the same period of 1999, a decrease of 2%.
The company also reported revenues for the first six months of 2000 of
$112.7 million, a decrease of 1% from the $114.2 million of revenues for
the first six months of 1999. The decline in revenues was primarily
attributable to lower sales volume of company-produced coal. This was
partially offset by increased volume in the company's brokered coal
operations.
Gross profit for the six months ended June 30, 2000, was $5.0 million
compared to $1.9 million for the same period of 1999, an increase of $3.1
million, or 163%. Net loss declined $6.3 million, or 51%, from a net loss
of $12.3 million for the six month period ended June 30, 1999, to a net
loss of $6.0 million for the six month period ended June 30, 2000.
APPONLINE.COM: Wolf Haldenstein Files Suit Against Officers and Directors
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Wolf Haldenstein Adler Freeman & Herz LLP commenced a class action lawsuit
in the United States District Court for the Eastern District of New York on
behalf of all persons who purchased or otherwise acquired the securities of
AppOnline.com, Inc. (AMEX: AOP; OTCBB: AOPL) between June 1, 1999 and June
30, 2000, inclusive.
The Complaint was filed against certain officers and directors of
AppOnline. Prior to filing for bankruptcy protection on July 19, 2000, the
Company was engaged, through its subsidiaries, in the mortgage banking and
mortgage brokerage services business. The Complaint alleges that
defendants violated the federal securities laws by issuing false and
misleading information about the Company's business, operations and
financial condition, thereby causing the price of the Company's common
stock to be artificially inflated throughout the Class Period.
The complaint alleges that defendants violated various banking rules and
regulations. Specifically, the complaint alleges that on May 24, 2000
Newsday reported that Island Mortgage Network, Inc., a subsidiary of
AppOnline, was fined by the Fair Housing Administration for making loans
that did not comply with FHA standards and had been based on allegedly
false documentation and incomplete or incorrect information. Subsequently,
on June 30, 2000, New York State Banking Regulators suspended Island's
mortgage banking license for allegedly making loans it could not fund and
for refusing to provide regulators with access to its files. On August 14,
2000, AppOnline common stock closed at $0.08 per share, a decline of 98.5%
from the Class Period high of $5.50 per share.
Contact Michael Miske, George Peters, Fred Taylor Isquith, Esq., or Gregory
M. Nespole, Esq., of Wolf Haldenstein Adler Freeman & Herz LLP at (800)
575-0735 or classmember@whafh.com for further information.
BAUSCH & LOMB: Moody's Places Debt Ratings On Review For Possible Downgrade
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Moody's Investors Service placed the debt ratings of Bausch & Lomb, Inc.
(Baa2 senior unsecured, Prime-2 short-term) on review for possible
downgrade following the company's announcement today that it is revising
sales and earnings estimates for the remainder of 2000 and for 2001.
Bausch & Lomb's announcement cited various operating and industry-wide
issues that are negatively affecting all three of the company's lines of
business:
a) vision care
b) pharmaceuticals
c) surgical products
Moody's rating review will focus on the corrective actions management will
take in order to address the newly identified issues. We believe that
preliminary steps to remove a layer of management are positive, and are
optimistic that other areas of expense reduction will help to cushion the
impact of slower top-line growth on the company's operating cash flow. In
addition, we remain positive about Bausch & Lomb's commitment to R&D
funding of novel pharmaceutical technologies, where the company's Envision
TD product for posterior uveitis remains on track to commence Phase III
clinical trials this year. However, we believe that some issues may be
outside management's control, such as slowing market demand for contact
lenses and solutions, more intense price competition in both vision care
and pharmaceutical products, and any continued weakening of the Euro.
Moody's review will also focus on the degree to which the decline in
operating earnings and cash flow will reduce Bausch & Lomb's financial
flexibility. We believe that the company's flexibility has already been
weakened by share repurchases of approximately $242 million conducted in
the first quarter of 2000, and the recent acquisition of Groupe Chauvin for
$221 million in cash. However, Moody's notes that the company still holds
approximately $550 million in cash and short-term investments, which we
will consider in our rating review.
Ratings placed under review for possible downgrade:
a) Baa2 senior unsecured bonds
b) notes
c) bank credit facility Prime-2 commercial paper
Based in Rochester, New York, Bausch & Lomb is a global manufacturer of
eyecare products such as contact lenses and lens care products, ophthalmic
surgical and pharmaceutical products.
BIG PARTY: Employing Choate Hall & Stewart as Special Corporate Counsel
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The Big Party Corporation seeks Bankruptcy Court authority to retain and
employ Choate Hall & Stewart as corporate counsel to advise the debtor in
connection with general corporate matters, including, but not limited to,
labor and employment, employee benefits, finance, and contract issues. The
debtor requested and Choate consented to provide postpetition legal
services on July 20, 2000.
In an affidavit filed with the Court, Roslyn G. Daum, Esq., a shareholder
and member of Choate Hall & Stewart represents that the firm has a claim
for unpaid pre-petition legal fees and expenses of approximately $30,000.
Ms. Daum indicates that, subject to the court's approval, the firm will
charge for its services on an hourly basis in accordance with its ordinary
and customary hourly rate in effect on the date the services are rendered.
BIG PARTY: iParty's Acquisition of 33 Stores for $4 Million Completed
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iParty Corp. (AMEX:IPT), owners and operators of iParty.com, a premier
destination for party goods and party planning, announced that through its
newly formed and wholly-owned subsidiary, iParty Retail Stores Corp., it
has acquired 33 retail stores from The Big Party Corporation for
approximately $4 million.
Under terms of the agreement, iParty Retail Stores Corp. will acquire the
inventory, fixed assets and the leases of 33 retail stores located in
Massachusetts, Connecticut, New Hampshire, Rhode Island, Florida and Maine.
These 33 retail stores, averaging 10,000 square feet, realized revenue of
approximately $50 million in 1999. The Big Party, which filed for
bankruptcy protection earlier this year, operated over 50 retail stores
located throughout the eastern United States.
To help finance the acquisition, iParty Corp. has issued $2 million of
Convertible Preferred Stock to certain existing shareholders. The remaining
$2million has been funded internally through iParty Corp.'s existing cash
balance. In addition, iParty Retail Stores has arranged a $7.5 million line
of credit from Paragon Capital, which will be utilized for ongoing working
capital needs, including refurbishing the stores' inventory and capital
expenditures.
Sal Perisano, Chief Executive Officer of iParty Corp., commented, "We are
very pleased to acquire these 33 stores from The Big Party, as it not only
provides us with another distribution channel for our products, but it also
will help increase brand awareness of the iParty.com name. We intend to
change the name of the stores to promote a single "iParty" brand, in order
to increase overall awareness of both our on-line operations as well as our
catalogues. These retail stores will not only provide the Company with
greater marketing synergies, but they should also provide iParty with a
broader revenue base, greater operating leverage and increased buying power
as we become a more dominant force within the party supply industry."
Mr. Perisano concluded, "The acquisition makes iParty a true "click-and-
mortar" retailer, offering customers both on- and off-line party planning
solutions and services, through our website, stores and catalogues. We
anticipate that the acquisition will provide iParty with an opportunity to
improve the Company's ability to leverage its existing and future strategic
alliances."
CLARIDGE HOTEL: Significant Developments in Claridge Bankruptcy Case
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The Official Committee of Secured Noteholders for The Claridge Hotel and
Casino Corp., The Claridge at Park Place Inc. and Atlantic City Boardwalk
Associates, L.P., is pleased to announce significant progress in its
discussions with prospective bidders for The Claridge Hotel and Casino in
Atlantic City.
The retention of U.S. Bancorp Libra, a division of U.S. Bancorp
Investments, Inc., to act as sales agent for the facility was approved by
the United States Bankruptcy Court for the District of New Jersey on August
10, 2000.
Since the approval of U.S. Bancorp Libra's retention two weeks ago, the
Committee has already received bid letters from two publicly traded gaming
companies, indicating their interest in acquiring the Claridge Hotel and
Casino operations and facility in an all-cash acquisition transaction.
These offers have been presented to the Claridge Entities for
consideration. Conversations are continuing with other interested
prospective purchasers.
The Committee has advised the Claridge Entities of the Committee's belief
that the existing offers both represent value in excess of the value to be
given to creditors under the plan of reorganization proposed by the
Claridge Entities in their bankruptcy cases now pending before Judge Judith
H. Wizmur in Camden, New Jersey. The Committee has requested that the
Claridge Entities withdraw their plan and enter into negotiations to sell
the facility to a third party. A hearing to discuss the status of the
confirmation process in the existing plan and the impact of the bids was
held today by telephone conference among lawyers for the parties and Judge
Wizmur. At the conclusion of the hearing, the Judge postponed the
confirmation hearing previously scheduled for September 6, 2000, and
temporarily suspended the confirmation process in connection with the
exiting reorganization plan. The parties were directed to appear in court
on September 6, 2000 to update Judge Wizmur on the status of the bidding
process and to discuss the process for moving forward with the existing
bids and any others that are received before that time.
CLARK MATERIAL: Repudiates Agreement to Pay Terex's Defense Costs
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Clark Material Handling Company, et al. seeks to reject a certain stock and
asset purchase and sale agreement. In 1996, Clark purchased certain assets
comprising the forklift business and the stock of several subsidiaries of
Terex Corporation. As part of the agreement, Clark agreed to indemnify
Terex for actions, suits and proceedings against and any losses and other
liabilities of the former Terex entity that owned the forklift business and
purchased subsidiaries.
Prior to the Petition Date, Clark undertook the defense of Terex and
certain other prior owners of the acquired assets in certain lawsuits
including product liability and personal injury lawsuits.
In the debtors' bankruptcy proceedings, Terex filed a TRO and preliminary
injunction in an effort to stay all lawsuits. On June 27, 2000, the court
ordered that a preliminary injunction should be granted for a period of
four months as to Terex and any other prior owners of the acquired assets
who may have in turn been indemnified by Terex.
The Lawsuits could result in millions of dollars in claims by Terex against
Clark's estate. Clark was incurring approximately $5 million in litigation
costs per year for defending the lawsuits prior to the commencement of
these cases. Terex agreed, among other things, not to engage in any
business activity that would compete with Clark's or the purchased
subsidiaries respective businesses. The debtors seek to reject the
agreement with Terex as of the Petition Date.
Clark submits that its remaining executory obligations under the Agreement
would be burdensome to the debtors and detrimental to the ongoing viability
of the debtors' estates. Clark believes that the liability in connection
with the Lawsuits will be millions of dollars. Clark believes that the
potential exposure under the indemnity obligations far outweighs any
benefit it may receive by maintaining the Covenant Not to Compete in force
against Terex.
COLEMAN ENTERPRISES: Case Summary and 15 Largest Unsecured Creditors
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Debtor: Coleman Enterprises, Inc.
6053 Hudson road
Suite 110
Woodbury, MN 55125
Type of Business: Telecommunication Company
Chapter 11 Petition Date: August 18, 2000
Court: District of Minnesota
Bankruptcy Case No: 00-33476
Judge: Gregory F. Kishel
Debtor's Counsel: Kenneth Corey-Edstrom, Esq.
Henningson & Snoxell Ltd
6160 Summit Dr Ste 640
Brookly Center MN 55430
(612) 560-5700
15 Largest Unsecured Creditors:
Jeffer, Mangles Butler Legal $ 63,611
QAI Inc. $ 30,836
Daniel G. Coleman $ 20,312
Global Telephone Trade $ 16,326
Denise Pettit $ 6,250
Dennis C. Coleman $ 6,250
Steven C. Clay & Associates Legal $ 6,182
McLeod USA Trade $ 3,788
Balch & Bingham LLP Legal $ 2,849
New York Department of
Public Safety Trade $ 1,541
Barna, Guzy & Steffen Legal $ 313
Secretary of State Oregon $ 220
US West Communications Trade $ 166
Deluxe Business Form
& Supply Trade $ 162
United Wisconsin Group Trade $ 162
COMPLETE MANAGEMENT: Committee Seeks Authority to Pursue Causes of Action
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The Official Committee of Unsecured Creditors of Complete Management, Inc.
by and through its counsel, Kelley Drye & Warren LLP, seeks an order
authorizing the Committee to pursue causes of action pursuant to sections
327(a), 1103(c)(5), 1107(a), and 1109(b) of the Bankruptcy Code.
The Committee has conducted and is conducting a review of the debtor's
pre-and post-petition financial transactions and Transfers with the
assistance of the Committee's accountants, Friedman, Alpren & Green. The
Committee's investigation is ongoing.
In furtherance of such investigation, the Committee and Arthur Andersen,
LLP, the debtor's pre-petition accountants, negotiated the terms of an
informal discovery process pursuant to which Arthur Andersen will make
documents available for review.
Counsel to the Committee believes that numerous potential Proposed Actions
may exist against Arthur Andersen under common law for breach of contract
and/or negligence, William Harris Investors and FAI for avoidance of
preferential transfers and fraudulent conveyances, and, if successful, the
proposed actions could generate significant economic benefit for the
estate.
The Committee has already filed a D&O claims motion scheduled to be heard
on September 5, 2000 alleging various claims against the debtor's officers
and directors. The Committee believes that these Proposed Actions should be
commenced before confirmation of the plan, as they may establish the
debtor's right to avoid many of the claims against the estate. The
Committee believes that Arthur Andersen, William Harris Investors and FAI,
among others may be defendants in the Proposed Actions.
The debtor has substantially ceased operations. The bankruptcy Estate
consists primarily of interests in various assets for the benefit of its
creditors, including the stock of the debtor's subsidiaries and other
entities, cash, large accounts receivable and numerous potential causes of
action.
COMSAT CORP.: Moody's Downgrades Senior Unsecured Rating To Baa3
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Moody's Investors Service downgraded the long-term senior unsecured rating
of Comsat Corporation to Baa3 from Baa1 following the recent announcement
by Lockheed Martin Corporation that it had purchased the 51% of Comsat that
it did not already own. Moody's action concludes the review that was
initiated on September 21, 1998, following the announcement that Lockheed
Martin Corporation and Comsat Corporation had entered into a definitive
merger agreement. In addition, Moody's has withdrawn Comsat's short-term
rating.
Comsat will remain as a legal entity, and its existing debt will remain
outstanding with no explicit parent support, however its future funding
needs will likely be provided directly by Lockheed Martin Corporation.
While it is not definitive, Moody's does not expect that Lockheed Martin
Corporation will continue to provide full unconsolidated financial
information on Comsat, accordingly Comsat debtholders may be less able to
assess the company's financial performance in the future.
While Moody's considers that Lockheed Martin Corporation will exercise
prudence in the financial operations and capital structure of Comsat as an
indirect wholly owned subsidiary, the downgrade reflects the growing risks
which Comsat will face as it continues to grow its capital-intensive
business in a sector characterized by increasing deregulation and
competition. As the official US signatory to, and the largest individual
investor in INTELSAT, Comsat enjoys related agency privileges and financial
benefits which will come under increasing pressure as INTELSAT becomes
fully privatized.
The ratings downgraded are:
a) Comsat Corporation's senior unsecured long-term debt to Baa3 from
Baa1
b) its issuer rating to Baa3 from Baa1
c) its shelf registration to (P) Baa3 from (P) Baa1
d) its Monthly Income Preferred Securities to "ba2" from "baa1"
e) Comsat Capital 1, L.P.'s Monthly Income Preferred Securities to "ba2"
from "baa1".
The rating withdrawn is:
* Comsat Corporation's P-2 short term debt rating.
Lockheed Martin Corporation, headquartered in Bethesda, Maryland, is the
world's largest defense company.
CONSECO FINANCE: Fitch Downgrades Guarantee Classes To B & Watch Negative
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Fitch downgrades the limited guarantee classes of Conseco Finance Corp's.
(Conseco) and Green Tree Financial Corp.'s securitizations and affirms
others.
Most of the company's securitizations include bonds that are enhanced by a
limited guarantee from Conseco. The ratings on these securities typically
reflect the ability of Conseco to make payments under the limited
guarantee. On Aug. 11, 2000, Fitch downgraded Conseco's senior debt rating
to 'B' from 'BB-'. If the limited guarantee were the only credit
enhancement for these securities they would be downgraded to 'B' as well.
However, each of these securities is also supported by additional credit
enhancement in the form of excess interest, and in some cases, by over-
collateralization (o/c). On Aug. 14, 2000, all of the company's limited
guarantee bonds were placed on Rating Watch Evolving while Fitch evaluated
the potential for each transaction to achieve a rating above the 'B' rating
of the company based on the additional credit enhancement available. Since
that time, Fitch has reviewed the performance of the pools. Given the loss
expectations, for the majority of the pools, the available excess interest
(and if applicable, o/c), is not sufficient to support a rating above the
'B'. However, a limited number of pools are able to obtain a 'BB-' rating,
despite the rating of 'B' on the company.
As a result, Fitch affirms the rating of 'BB-' on the limited guarantee
classes of Green Tree Financial Corp. and Conseco Finance Corp.
manufactured housing contracts pass-through certificates, series 1992-2,
1993-1, 1993-2, 1994-1, 1994-2, and 2000-1. These classes are also removed
from Rating Watch Evolving. Fitch also affirms the rating of 'BBB' on the
limited guarantee class of Green Tree Financial Corp. manufactured housing
contracts pass-through certificates, series 1992-1.
The following limited guarantee classes are downgraded to 'B' from 'BB-'
and placed on Rating Watch Negative:
*Green Tree Financial Corp. and Conseco Finance Corp. manufactured
housing contracts pass-through certificates:
Series 1994-3, series 1994-5, series 1994-6, series 1994-7, series 1994-8,
series 1995-1, series 1995-2, series 1995-3, series 1995-4, series 1995-5,
series 1995-6, series 1995-7, series 1995-8, series 1995-9, series 1995-10,
series 1996-1, series 1996-2, series 1996-3, series 1996-4, series 1996-5,
series 1996-6, series 1996-7, series 1996-8, series 1996-9, series 1996-10,
series 1997-1, series 1997-2, series 1997-3, series 1997-4, series 1997-5,
series 1997-6, series 1997-8, series 1998-1, series 1998-3, series 1998-4,
series 1998-6, series 1998-7, series 1999-1, series 1999-2, series 1999-3,
series 1999-4, series 1999-5.
* Green Tree Financial Corp. and Conseco Finance Corp. home equity loan
certificates:
Series 1996-C, 1996-D, series 1996-F, series 1997-A, series 1997-B, series
1997-C, series 1997-D, series 1997-E, series 1998-B, series 1998-C, series
1998-D, series 1998-E, series 1999-A, series 1999-C, series 1999-D, series
1999-F, series 1999-H Group I, series 2000-A, series 2000-B, series 2000-C.
* Green Tree Financial Corp. and Conseco Finance Corp. home improvement
loan certificates:
Series 1996-C, series 1996-D, series 1996-E, series 1996-F, series 1997-A,
series 1997-C, series 1997-D, series 1997-E, series 1998-B, series 1998-D,
series 1998-E, series 1999-E.
The limited guarantee bonds of the Green Tree Recreational, Equipment &
Consumer Trust deals will remain at 'BB-' with Rating Watch Evolving. Fitch
is continuing to analyze the enhancement available to these bonds.
The affected securities are:
Series 1996-B, series 1996-C, series 1996-D, series 1997-A, series 1997-B,
series 1997-C, series 1997-D, series 1998-A, series 1998-B, series 1998-C,
series 1999-A.
CREDITRUST CORP: Milberg Weiss Files Complaint against Debtor's Officers
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The law firm of Milberg Weiss Bershad Hynes & Lerach LLP announces that a
class action lawsuit was filed on August 24, 2000, on behalf of purchasers
of the securities of Creditrust Corporation (NASDAQ: CRDQE) between July
29, 1998 and March 31, 2000 inclusive. The action is pending in the United
States District Court for the District of Maryland against defendants
Joseph K. Rensin (President and Chief Executive Officer), Richard I. Palmer
(Chief Financial Officer), J. Barry Dumser (President and Chief Operating
Officer) and John L. Davis (Vice President). Creditrust, a Delaware
Corporation with headquarters in Baltimore Maryland, is not a defendant in
this action because it has filed for bankruptcy.
The complaint charges that defendants violated Sections 10(b) and 20(a) of
the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder,
by issuing a series of material misrepresentations to the market between
July 29, 1998 and March 31, 2000. The complaint alleges that Creditrust was
in the business of purchasing bad debt receivables at a discount to the
total debt owed and then attempting to collect more than it paid for the
debt. The Company's reported revenues are based on the amount the Company
believes it can collect on a given receivable over five years and claimed
that it used proprietary pricing models and software systems to generated
its estimated rate of return.
As alleged in the complaint, in order create the impression that Creditrust
was a fast growing company, defendants knowingly or recklessly
overestimated the amount the Company could collect on its bad debt
receivables, resulting in a material overstatement of income and revenue.
The complaint further alleges that defendant Rensin sold more than 500,000
shares of his personal holdings in the company during the class period for
a profit in excess of $18 million.
Contact Steven G. Schulman, Esq., or Samuel H. Rudman, Esq., at
(800) 320-5081 for additional information.
CRIIMI MAE: Bankruptcy Court Approves Second Amended Joint Disclosure
---------------------------------------------------------------------
The United States Bankruptcy Court for the District of Maryland, Greenbelt
Division entered an order approving CRIIMI MAE's proposed Second Amended
Joint Disclosure Statement (as amended and supplemented by praecipes filed
with the Bankruptcy Court on July 13, 21 and August 18, 2000, the
"Disclosure Statement") and other proposed solicitation materials. The
Bankruptcy Court has scheduled a confirmation hearing on CRIIMI MAE's Third
Amended Joint Plan of Reorganization (as amended and supplemented by
praecipes filed with the Bankruptcy Court on July 13, 14 and 21, 2000, the
"Plan") for November 15, 2000 and set September 5, 2000 as the voting
record date for determining the holders of common stock, preferred stock, 9
1/8% senior notes and general unsecured creditors entitled to vote to
accept or reject the Plan.
Copies of the Plan and Disclosure Statement are to be distributed no later
than September 20, 2000 to holders of claims and interests entitled to vote
on the Plan. In addition, they will be filed as exhibits to a Current
Report on Form 8-K with the Securities and Exchange Commission. The
Company's plan of reorganization was filed with the support of the Official
Committee of Equity Security Holders of CRIIMI MAE, which is a co-
proponent of the plan. The Official Committee of Unsecured Creditors of
CRIIMI MAE has agreed to support confirmation of the Company's plan of
reorganization subject to the completion of mutually acceptable
documentation regarding the treatment of certain classes of claims. Under
the plan, Merrill Lynch Mortgage Capital Inc. and German American Capital
Corporation, two of the Company's largest secured creditors, would provide
a significant portion of the recapitalization financing contemplated by the
plan.
Since filing for protection under Chapter 11 of the U.S. Bankruptcy Code on
October 5, 1998, CRIIMI MAE has suspended its loan origination, loan
securitization and CMBS acquisition businesses. The Company continues to
own a substantial portfolio of subordinated CMBS and, through its servicing
affiliate, acts as a servicer of commercial mortgage loans.
DELTA FINANCIAL: Fitch Cuts Senior Debt To CCC+ & Says Outlook Negative
-----------------------------------------------------------------------
Fitch downgraded the senior debt rating of Delta Financial Corp. (Delta) to
'CCC+' from 'B' and says that its Outlook remains Negative. Approximately
$150 million of senior secured notes are affected by this rating action.
For the latest quarter ended June 30, 2000, Delta again reported negative
cash flow along with a net loss of $3.5 million reflecting difficult
conditions in the home equity market due to rising interest rates coupled
with wider spreads in the asset-backed market. The company's reliance on
securitization for term funding leaves the company vulnerable to
fluctuations in the asset-backed market.
On Aug. 2, 2000, Delta restructured its $150 million senior unsecured debt
due in 2004 into senior secured debt by establishing a lien against $165
million (book value) of residual interest-only certificates owned by Delta.
Additionally, the debt restructuring will allow Delta to execute a net
interest margin transaction (NIM) using the remaining unencumbered interest
only assets. Along with the debt restructuring, the company also announced
changes in its business to improve profitability including eliminating
correspondent loan purchases, workforce reductions and salary cuts.
The rating action reflects the hurdles the company faces over the
intermediate term. Delta will be challenged to compete as a niche player in
the competitive subprime home equity market and will need to demonstrate
its ability to generate positive operating cash flow on a consistent basis.
Asset quality measures, which have historically been a strength, have
modestly weakened owing to portfolio seasoning resulting from slower
prepayments. Net charge- offs for the quarter ended June 30, 1999 were
0.69% of the average servicing portfolio. Capitalization, as measured by
Fitch, remains weak.
Delta Financial Corp. is a specialty consumer finance company engaged in
the origination, acquisition, selling, and servicing of subprime home
equity loans. At June 30, 2000, the company reported managed receivables of
$3.8 billion and shareholders equity of $145 million.
DERBY CYCLE: Covenant & Credit Limit Negotiations Continue with Lenders
-----------------------------------------------------------------------
Derby Cycle Corporation reports that for the quarter ending July 2, 2000,
net revenues, adjusted for comparable foreign exchange rates, grew 11% over
the second quarter, 1999. For the six months ending July 2, 2000, net
revenues, adjusted for comparable exchange rates, grew 13% over the same
period in 1999. For the quarter, EBITDA was $12.7 million, down from $13.8
million in 1999. However, adjusted for the impact of foreign exchange
translation and strategic investments made at the group level, EBITDA
increased from $13.2 million in 1999 to $14.6 million in 2000, an increase
of $1.4 million.
The company indicated it is negotiating with lenders under its Credit
Agreement to increase its line of credit and to amend certain financial
covenants in the Credit Agreement. In addition, the company is exploring
other financing options including raising new equity and/or debt capital.
The company will defer its regular second quarter analyst call until
sufficiently substantive developments emerge relative to these
negotiations. Derby Cycle Corporation is seeking to increase its revolving
credit facility in order to continue the company's recent revenue growth
and to support the company's higher sales levels.
In related news, the company has received a waiver from its senior lenders
of a breach of the company's aggregate indebtedness covenant and an
amendment of the covenant to exclude subordinated debt from the
determination of aggregate indebtedness permitted under its senior
facility. The company converted a $7 million bridge loan due August 1,
2000 from its equity sponsors to a long term junior subordinated note due
2008 in connection with the waiver and amendment. "The conversion of the
sponsors' bridge loan to long-term debt represents their long-term
commitment to the company and their continued support of our business
plan," said Chief Executive Officer, Gary Matthews.
FRUIT OF THE LOOM: Assuming 1411 Broadway Leases & Assigning For $125,000
-------------------------------------------------------------------------
Pursuant to 11 U.S.C. Secs. 363(b)(1) and 365, Gitano Fashions Ltd., a
subsidiary of Fruit of the Loom, Inc., asks the Bankruptcy Court in
Delaware for permission to assume and assign its unexpired lease of
nonresidential real property at 1411 Broadway in New York City. Fruit of
the Loom is the leasee of the seventh and eighth floors. FTL proposes to
transfer the seventh floor lease Regent International Corp., and the eighth
floor to Jacques Monet Inc.
Fruit of the Loom entered into the lease for both floors on August 23,
1994, with Keystone Associates, the Landlord. On January 1, 1997, with the
Keystone's consent, Fruit of the Loom sublet the eighth floor to Jacques
Monet Inc. On July 20, 1995, also with the Keystone's consent, Fruit of
the Loom subleased the seventh floor to Regent International Corp. The
Debtors make it clear that neither Fruit nor Gitano has occupied the
premises since entering sublease agreements.
Jacques Monet Inc. offers $75,000 cash and the pro rata portion of the
current balance of the security deposit. Regent International offers
$50,000 cash and the pro rata portion of the current balance of the
security deposit. Fruit of the Loom estimates cure payments at $0.
To test these offers in the open market, Fruit of the Loom retained
Fashion Realty Group LTD as a real estate broker to market the Leasehold
interests to other potential assignees of the 1411 Broadway space.
Fashion Realty contacted many people, but couldn't bring higher and better
offers to the Debtors. Accordingly, Fruit of the Loom is convinced that
its assumption of the 1411 Broadway lease and assignment to its Subtenants
is the best deal in town. The Debtors will avoid any liability to
Keystone on account of a rejection damage claim under 11 U.S.C. Sec.
502(b)(6) and $125,000 will flow into the Estates. (Fruit of the Loom
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service, Inc.,
609/392-0900)
GRAHAM-FIELD: Asks for Exclusivity Extension through December 21, 2000
----------------------------------------------------------------------
Graham-Field Health Products, Inc., represented by the law firms of Young
Conaway Stargatt & Taylor LLP and Gibson Dunn & Crutcher LLP, seeks a court
order granting a second extension of the periods of time during which only
the debtors may propose and file a plan of reorganization and solicit
acceptances thereof. The debtors request an additional 120-day extension of
each of the Exclusive Periods, through and including December 21, 1000 and
February 17, 2001, respectively.
The debtors state that these cases are large and complex, with twenty-five
cases and at least five lines of business. The debtors have focused their
efforts on stabilizing and improving their business operations. The debtors
have made significant efforts, through numerous meetings and other
communications to keep the committee of unsecured creditors appointed in
these cases apprised of all material developments in the cases.
After the Commencement Date, David A. Hilton became the Debtors' CEO and
Michael Joffred became their CFO. The debtors have negotiated and entered
into a letter of intent concerning the sale of Prism Enterprises, Inc., a
non-core, non-debtor subsidiary. The debtors have developed a key employ
retention, incentive and severance plan, and the debtor has closed a
manufacturing facility in Earth City, Missouri and a distribution facility
in the Bronx, New York.
The debtors' current management is exploring alternatives in order to
maximize the value of the debtors' estates, including a reorganization of
the debtors' business on a going-concern basis.
HARNISCHFEGER INDUSTRIES: Pachulski Insulates Two New Attorneys from Cases
--------------------------------------------------------------------------
In a Supplemental Affidavit filed with the U.S. Bankruptcy Court in
Wilmington, Delaware, Laura Davis Jones, Esq., a shareholder in
Pachulski, Stang, Ziehl, Young & Jones P.C., discloses that she has
discovered that Bruce Grosghal, Esq., a PSZYJ attorney, performed work on
behalf of various creditors in the Harnischfeger Industries, Inc., cases
while he was employed at Wolf, Block, Schorr and Solis-Cohen LLP and it is
possible that he has received confidential information in that capacity.
Ms. Jones assures the Court that Mr. Grosghal has not and will not
participate in any work for the Debtors and PSZYJ has erected a Chinese
wall to insulate Mr. Grosghal from the Debtors' chapter 11 cases.
Ms. Jones further discloses that Christopher J. Lhulier, Esq., a PSZYJ
associate, performed work on behalf of one of Harnischfeger's creditors,
Regina Colette Ward Hall, while he was employed at Elzufon Austin Reardon
Tarlov & Mondell, P.A. Specifically, Mr. Lhulier assisted in filing a
proof of claim on behalf of Ms. Hall. Ms. Jones represents that to the
best of her knowledge, Mr. Lhulier received no confidential information
pertaining to Ms. Hall's claim and the Debtors have consented to allow Mr.
Lhulier to perform work in this matter on their behalf. PSZYJ, Ms Jones
submits, has erected an ethical wall between Mr. Lhulier and any
information related to Ms. Hall's claim.
Ms. Jones also reveals that PSZY&J was retained by PricewaterhouseCoopers,
LLP to represent it in connection with its application to be retained as
financial advisors to the debtor in In re Cambridge Industries, Inc.,
Bankruptcy Case No. 00-01920 (Bankr. D. Del.). Although PwC and
PricewaterhouseCoopers Securities were retained as financial advisors to
Harnischfeger and its debtor-affiliates, PSZY&J does not represent either
PwC or PricewaterhouseCoopers Securities in these cases. Ms. Jones
submits that PSZY&J's representation of PwC is entirely unrelated to the
Debtors. (Harnischfeger Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., 609/392-0900)
HILLSBOROUGH RESOURCES: Shareholders Reject Vulcan's $0.18 per Share Offer
--------------------------------------------------------------------------
Hillsborough Resources Limited (TSE/HLB)("Hillsborough") announced that, at
the Special General Meeting of Shareholders, the proposed private placement
to Vulcan Capital Management Inc. of approximately 18 million shares, at
$0.18 per share, failed to obtain shareholder approval.
The proposed private placement was part of a financing package designed to
enable Hillsborough and its wholly-owned subsidiary, Quinsam Coal
Corporation, to obtain the discharge of orders under the Companies'
Creditors Arrangement Act. The protective orders in respect of both
Companies were recently extended by the British Columbia Supreme Court to
August 31,2000.
David Slater, Hillsborough's President and Chief Executive Officer, said:
"The result is not unexpected. Several of our major shareholders had
indicated that they were not in favour of the Vulcan proposal. We are now
working diligently with shareholders and others to come up with an
alternative financing plan."
HMT TECHNOLOGY: Komag Shareholders to Vote Sept. 20 on Merger Pact
------------------------------------------------------------------
Komag, Incorporated, a technical leader in the disk drive component
industry, will hold a Special Stockholders' meeting to seek approval of its
merger with HMT Technology Corporation at 9:00 a.m. on September 20, 2000.
Komag and HMT will mail a Joint Proxy Statement/Prospectus to stockholders
of record as of August 4, 2000 containing information about the merger. The
mailing is expected to be made on or about August 21, 2000.
INFORMATION PACKAGING: Printing Company and Subsidiaries Files Chapter 11
-------------------------------------------------------------------------
Information Packaging Inc. and its subsidiaries-Nicholstone, Inc.; Data
Packaging Corp.; Unipac, Inc.; and Royale/Horowitz/Rae, Inc., filed for
Chapter 11 protection in the U.S. Bankruptcy Court in the Middle District
of Tennessee, Nashville Division, listing total liabilities of $20 million.
The Company and its subsidiaries are in the printing and binding industry.
(New Generation Research, Inc., 23-Aug-00)
INTEGRATED HEALTH: Motion To Reject Non-Competition Agreement With S. Stein
---------------------------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates tell the
Bankruptcy Court in Wilmington, Delaware, that after thorough review and
analysis of the benefits and obligations provided by the Non-Competition
and Secrecy Agreement among Community Care of America, Community Care of
America of Alabama and Stanley L. Stein, they have determined that the
benefits no longer outweigh the obligations and, hence, the Agreement is an
unnecessary economic burden on their estates.
The Debtors assert that the decision to assume or reject an executory
contract or unexpired lease is a matter within the business judgment of the
debtor. Saving details, the Debtors put simply that the rejection of the
Non-Competition Agreement is a prudent and proper exercise of their
business judgment, and accordingly seek the Court's authority for the
rejection.
Judge Walrath granted the motion in all respects. (Integrated Health
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc., 609/392-
0900)
LAMONTS APPAREL: Files Plan of Liquidation following Gottschalks Deal
---------------------------------------------------------------------
The debtor, in conjunction with the Committee, decided to sell Lamonts'
Real Estate Assets and to liquidate its inventory through professionals who
specialize in such sales and provided guaranteed returns. The inventory
sales generated approximately $36.4 million. On July 24, 2000, the sale of
the Real Estate Assets to Gottschalks closed. The plan provides for the
liquidation of all of the debtor's assets and the distribution of the
proceeds to holders of Allowed Claims in cash.
Summary of classification and treatment of all claims and interests under
the Plan:
Administrative Claims - On Initial Distribution Date - Paid in cash, in
full. Priority Tax Claims - On Initial Distribution Date - Paid in cash, in
full.
a) Class 1
Secured Claims of Fleet and Back Bay. DIP Credit Agreement Claims -
Not impaired.
b) Class 2
Secured Claims - Impaired. Option A: Debtor will transfer the
property securing the allowed Class 2 Claim to the holder of such
claim, in full satisfaction of the holder's Allowed Class 2 claim;
or Option B: The debtor will pay the amount of the Allowed Class 2
Claim in cash, in full, on the Distribution Date.
c) Class 3 - Other priority claims - Impaired. On the Initial
Distribution Date, the holders of Allowed Class 3 Claims will be
paid in cash, in full.
d) Class 4 - Unsecured Claims - Impaired. Each holder will receive a pro
rata distribution on the Initial Distribution Date. On each
Subsequent Distribution Date, the holder will receive a pro rata
share. Not later than 30 days following the final decreed date,
holders will receive a pro rata distribution of the final
available cash. The debtor estimates that the aggregate
outstanding amount of Allowed Claims in Class 4, as of the
Effective Date, will be in the range of $33.3 million to $43.2
million.
e) Classes 5 and 6 - Equity Interests Impaired. All common stock shall
be cancelled and no holder will receive or retain any property.
LAROCHE INDUSTRIES: Sale of Ammonium Nitrate Assets to Pay-Off DIP Lenders
--------------------------------------------------------------------------
LaRoche Industries, Inc., is moving forward to obtain entry of an order
authorizing the sale of the assets of LaRoche's ammonium nitrate
manufacturing business segment to US Nitrogen LLC. US Nitrogen is prepared
to $34,750,000 in cash for the assets, subject to higher and better offers.
LaRoche tells the Bankruptcy Court in Delaware that immediate consummation
of the sale of the assets is the best way to preserve the value of the
assets and to maximize the estate. Further, LaRoche intends to use the
proceeds from the sale of the assets to satisfy its indebtedness to the DIP
Lenders pursuant to the DIP Credit Agreement, which is projected to be $22
million by August 31, 2000.
Co-counsel for the debtors are Neal Batson, Dennis J. Connolly and Jason H.
Watson of the firm of Alston & Bird LLP and Joel A. Waite, Brendan Linehan
Shannon and Grenville R. Day of Young Conaway Stargatt & Taylor LLP.
MARINER POST-ACUTE: Motion To Employ Value Management Group To Value SNF's
--------------------------------------------------------------------------
Mariner Post-Acute Network, Inc., asks Judge Walrath for permission to
employ Value Management Group, LLC, nunc pro tunc to June 2, 2000, to
perform valuation services with respect to the Debtors' skilled nursing
facilities (the SNFs).
The Debtors tell the Judge that they need VMG's services and valuation
analysis to provide a fair market valuation of each respective SNF as of a
current date, which they will use for management planning and in potential
litigation with lenders that hold security interests in the subject
facilities. The Debtors reveal that VMG began to perform valuation services
for the Debtors on June 2, 2000 before the Court's authorization in order
to make sure the Debtors were prepared timely to respond to recent
inquiries by their secured lenders regarding the valuation of the SNFs.
A fair market value analysis, the Debtors explain, is an estimation of the
price at which an asset would exchange hands between a willing buyer and
willing seller, neither being under the compulsion to buy or sell, each
having reasonable knowledge of all relevant facts, and with equity to both.
VMG is an independent healthcare financial and business consulting group
specializing in the valuation of healthcare organizations, and providing
financing and restructuring assistance. The Debtors believe VMG is well
qualified for the employment.
By this Application, the Debtors seek authority to employ VMG to perform
the services on six SNFs:
(1) Birchwood Nursing Home, located in Casey, Illinois;
(2) Clinton-Aire Health Care Center located in Clinton, Illinois;
(3) Flora Realth Care Center, located in Flora, Illinois;
(4) Parkway Health Care Center, located in Wheaton, Illinois;
(5) Dixon Health Care Center, located in Dixon, Illinois; and
(6) Lafayette Health Care Center, located in Lafayette, Georgia.
In addition, the Debtors seek authority to extend VMG's services to
additional facilities, business lines, divisions, assets, and/or corporate
entities, provided that (1) the terms of such additional engagement
agreements be substantially similar to those set forth in the Engagement
Agreement; and (2) notice of any additional engagement agreements be given
to counsel to the Creditors' Committee, the agents for the Debtors'
prepetition senior secured lenders and debtor-in-possession financing
lenders, and the Office of the United States Trustee, and provided that no
objection is received within seven days after the giving of such notice.
Pursuant to the Engagement Agreement and subject to the Court's approval,
VMG will charge the Debtors $30,000 per facility for the fair market value
analysis of each SNF. The valuation of all the SNFs will take approximately
four to five weeks. VMG will apply to the Court for final allowance of
compensation for professional services rendered and reimbursement of
charges. The Debtors say that, in the meantime, VMG will bill them for the
valuation services upon completion, and the bills will be paid on an
interim basis without the need for an interim application to the Court;
however, all interim payments will be subject to final allowance by the
Court.
In addition, VMG will bill the Debtors for testimony and litigation support
services on an hourly basis in accordance with VMG's ordinary and customary
hourly rate of $250 because any advisory or other services rendered by VMG
in addition to the fair market value analysis are considered beyond the
scope of the fair market value analysis services, the Debtors represent.
VMG, the Debtors tell the Court, will maintain detailed records of time and
any actual expenses incurred in connection with rendering such additional
services.
The Debtors expect that Mr. Koonsman, a principal of VMG, will coordinate
the valuation services, and that if Mr. Koonsman ceases to he available to
coordinate these services pursuant to the Engagement Agreement, VMG will
advise the Debtors accordingly.
VMG's analysis and investigation will follow the methodology and the
general guidelines for the valuation of closely-held companies set forth in
IRS Revenue Ruling 59-60, and will accordingly involve:
a) Investigation
VMG will conduct interviews with key management concerning past,
present, and prospective operating results of each SNF. VMG's
investigation will also include discussions and analysis of the
effects of managed care and governmental reimbursement changes on
the prospective operating results of each SNF.
b) Analysis
VMG will analyze the historical operating and financial data in
order to gain an understanding of the operations of each SNF,
which will allow VMG to determine the underlying dynamic factors
pertinent to the projected operation of each facility.
c) Valuation
VMG will estimate the fair market value of each SNF according to
the appropriate valuation methodologies: the cost approach, the
market comparison approach, and/or the income approach. VMG will
consider all three valuation approaches in its analysis and will
rely upon the most appropriate method or methods in forming its
value estimate.
Gregory S. Koonsman of VMG represents in an affidavit that, to the best
of his knowledge, members and professionals of VMG do not have any
connections with the Debtors, creditors, any other parties in interest,
their respective attorneys or accountants, other than the subject
engagement by the Debtors, and VMG is a "disinterested person" as such
term is defined in section 101(14) of the Bankruptcy Code as modified by
section 1107(b). Mr. Koonsman also assures that VMG will file
supplementary affidavits regarding this retention in the event additional
relevant information is obtained.
* * *
The United States Trustee voices objection because the Application suggests
that the Debtors currently pay VMG on a monthly basis and prior to the
submission of any fee applications. The UST remarks that "such language is
inconsistent with sections 330 and 331 of the Bankruptcy Code." (Mariner
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc., 609/392-
0900)
METROTRANS CORPORATION: Spartan Motors Objects to Plan Confirmation
-------------------------------------------------------------------
Spartan Motors, Inc., a secured creditor in the case of Metrotrans
Corporation objects to confirmation of the proposed plan of reorganization.
Spartan holds a secured claim against Metrotrans in the approximate amount
of $3.3 million In addition, Spartan holds an unsecured claim for $206,000.
Spartan submits that the proposed plan unfairly discriminates and is not
fair and equitable to Spartan for the following reasons:
The plan provides that, following confirmation, all accounts receivable of
the debtor will be turned over to Bank of America ("BOA") for collection,
and that all amounts collected will be used to pay down BOA's claim.
Spartan objects to the extent that any of the unidentified accounts
receivable may relate to the sale of collateral upon which Spartan has a a
lien. Any monies collected with respect to such accounts receivable would
constitute the proceeds of Spartan's collateral and, accordingly, should be
paid over to Spartan, not BOA.
Spartan submits that all legal and other expenses in connection with the
Mayflower Litigation should be paid only out of the proceeds of that
litigation, and not from the fund set aside to satisfy the claims of the
unsecured creditors. The plan proposes a separate scheme of distributions
to be made with respect to the proceeds of the Mayflower Litigation. It is
unclear, however, according to Spartan, why the proceeds of the Mayflower
Litigation are to be treated differently than the proceeds from other
assets of the estate. BOA has no liens upon the Mayflower Litigation, yet
it is scheduled to receive 16.5% of the fund. The plan proposes that more
than 40% of the Mayflower Fund be set aside for Class 4 interest holders,
yet it does not state what happens if the 41.75% of the General
Distribution Fund is not sufficient to pay in full the claims of the
unsecured creditors. Spartan states that the disparate treatment of the
Mayflower Fund in general, the special treatment of BOA's unsecured
deficiency claim, and the proposed payment to interest holders are not fair
and equitable and are in violation of the absolute priority rule, and that
confirmation should be denied.
MULTICARE AMC: Seeks Extension of Removal Period to March 20, 2001
------------------------------------------------------------------
The Removal Period granted to Multicare AMC, Inc., and its debtor-
affiliates under Rule 9027 of the Federal Rules of Bankruptcy Procedure is
currently set to expire on September 20, 2000. The debtors have not yet
had an opportunity to review their records and determine whether they need
to or should remove any claims or civil causes of action pending in state
court. Unless such extension is granted, the consolidation of the debtors'
affairs into one court may be frustrated and the debtors may be forced to
address these claims and proceedings in piecemeal fashion to the detriment
of their creditors.
Thus far in the first three months of these cases, the debtors have been
focused on stabilizing their business, consummation DIP financing,
retaining professionals to assist in these cases, and formulating a
retention program for key employees, and negotiation with various parties
in interest regarding various properties and facilities.
Accordingly, the debtors believe that the most prudent and efficient course
of action is to request an extension of their Removal Period through and
including March 20, 2001. The debtors are represented by James L. Patton,
Jr., Robert S. Brady and Maureen D. Luke, of the law firm of Young,
Conaway, Stargatt & Taylor, LLP and Marc Abrams and Paul V. Shalhoub of
Willkie Farr & Gallagher.
NEW AMERICAN HEALTHCARE: Selling Memorial Hospital to Tenet for $3.7MM
----------------------------------------------------------------------
New American Healthcare Corporation et al. seeks an order authorizing the
sale of assets utilized in the operation of Memorial Hospital of Center
(Texas). Pursuant to the Asset Purchase Agreement entered into by New
American Healthcare Corporation and NAHC of Texas, Inc. and Tenet, Tenet
will buy substantially all the assets utilized in connection with the
operation of the Hospital. The purchase price for the Hospital is $3.7
million, subject to adjustment, plus the value of the Net Working Capital.
The Asset Purchase Agreement also provides for the assignment to Tenet of
the Assumed Contracts. The Asset Purchase agreement also provides for a
Break-Up Fee to Tenet on certain conditions in the amount of $225,000.
The debtors submit that the proposed sale of assets to Tenet is justified
by compelling business reasons. Unless the debtors sell the Hospital and
the assets on an ongoing basis, there is a substantial risk that the
Hospital must be shut down. Also, Tenet's offer has already been accepted
by the debtors and the pre-petition and post-petition lenders, accordingly,
the debtors state that it should be presumed to be fair and reasonable and
in the best interest of the creditors.
NIKE, INC.: Shareholders to Meet in Portland on September 18
------------------------------------------------------------
The annual meeting of shareholders of NIKE, Inc., an Oregon corporation,
will be held on Monday, September 18, 2000, at 10:00 A.M., at the Memorial
Coliseum at the Rose Quarter, One Center Court, Portland, Oregon 97227, for
the following purposes:
1. To elect a Board of Directors for the ensuing year.
2. To approve an amendment to the NIKE, Inc. 1990 Stock Incentive
Plan.
3. To reapprove the NIKE, Inc. Executive Performance Sharing Plan.
4. To ratify the appointment of PricewaterhouseCoopers LLP as
independent accountants.
5. To transact other business which may properly arise at the meeting.
All shareholders are invited to attend the meeting but must present a valid
ticket for admission. Such tickets have been enclosed with the shareholders
Proxy Statement. Shareholders of record at the close of business on July
24, 2000, the record date fixed by the Board of Directors, are entitled to
notice of and to vote at the meeting.
PATHMARK STORES: Defends Third-Party and Non-Debtor Releases Under Plan
-----------------------------------------------------------------------
Continuing to gear-up for a showdown in Wilmington, Delaware, with its
Official Committee of Equity Security Holders, Pathmark Stores, Inc., urges
District Court Judge Farnan to overrule the Committee's objections to the
releases granted to non-debtor entities under Pathmark's prepackaged plan
of reorganization. The Equity Committee contends that the releases provided
in the Plan violate 11 U.S.C. Secs. 1129(a)(1) and (2) and prohibit
confirmation of Pathmark's Prepackaged Plan of Reorganization.
"These releases are being given for good and valuable consideration . . .
are critical to the Bondholder Committee's support of the Plan and should
be approved," Douglas P. Bartner, Esq., George J. Wade, Esq., and Andrew V.
Tenzer, Esq., of Shearman & Sterling, joined by Laura Davis Jones, Esq.,
Michael R. Seidl, Esq., and Rachel S. Lowy, Esq., of Pachulski Stang Ziehl
Young & Jones, tell Judge Farnan. Pathmark's legal team argues that the
releases provided under Pathmark's Prepackaged Plan comply with the multi-
part tests and teachings articulated in In re Zenith Electronics, 241 B.R.
92 (Bankr. D. Del. 1999), and In re Continental Airlines, 203 F.3d 203 (3d
Cir. 2000), to evaluate the propriety of third-party and non-debtor
releases:
(A) There is a significant identity of interest between Pathmark and the
Directors and Officers to which releases are granted under Pathmark's Plan.
The D&O Releasees can assert indemnification claims against the Debtors for
many of the claims being released.
(B) The D&O Releasees and the Investor Releasees have invested time and
resources into formulating the plan, so they share an interest in seeing
that Plan succeed and the company reorganize.
(C) The Plan is supported by an overwhelming majority -- over 98% of the
Bondholders.
(D) The Releasees have made substantial contributions to the
reorganization and equity holders in Reorganized Pathmark benefit from
those contributions.
(E) The Releases are a critical economic element of the Debtors'
restructuring, they are fair and they are necessary.
Finally, the Debtors note, pursuant to Section 5.7 of the Plan, the rights
of Preferred Stockholders against the Debtors are not affected by the Plan.
Any causes of action that the Preferred Stockholders currently have against
the Debtors may be pursued freely by the Preferred Stockholders against
Reorganized Pathmark. The Equity Committee's release-related objections,
Pathmark urges Judge Farnan, should be overruled.
PRIMARY HEALTH: Committee Presents Liquidation Trust Agreement to Court
-----------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Primary Health Systems
Inc., seeks approval of a Liquidation Trust Agreement, and appointment of
Howard Konicov, as Liquidation Trustee. The Committee submits that the
terms of the Trust Agreement do not impair the substantive rights of any
creditor or party in interest since the rights of the Liquidation Trustee
are limited to the investigation and prosecution of Avoidance Actions.
Pursuant to a Stipulation and Order agreed to by the debtors, the Lenders
and the Committee, the Lenders agreed to fund the Committee's investigation
and prosecution of the Avoidance Actions by depositing the sum of $1
million in two equal installments. The rights granted to the Liquidation
Trust and the Liquidation Trustee are limited by the terms of the
Stipulation and Order.
Therefore, the Committee requests that the court enter an order approving
the Trust Agreement and the appointment of the Liquidation Trustee. The
Committee is represented by Neil B. Glassman and Elio Battista, Jr. of The
Bayard Firm and Reginald W. Jackson of the law firm of Vorys, Sater,
Seymour & Pease LLP.
RIGGS NATIONAL: Moody's Puts Debt Ratings On Review For Possible Downgrade
--------------------------------------------------------------------------
Moody's Investors Service put on review for possible downgrade the long-
term ratings of Riggs National Corporation (Subordinate at Ba1) and Riggs
Bank N.A. (Deposits at Baa1). The review reflects continuing concerns about
Riggs' modest core earnings in the face of rising nonperforming assets and
credit losses. Riggs' core profitability has declined over the recent past
due to increased spending on new business initiatives, and Moody's expects
it to remain at lower levels over the near term. The decline in core
earnings reduces the buffer against increased credit costs and so increases
risks for bondholders and depositors. This is highlighted by the
announcement made by Riggs yesterday, in which the company is facing the
potential write-down of a single fraudulent loan that could eliminate most
if not all of the company's earnings for an entire quarter.
Moody's said the review will focus on Riggs' future earnings profile and
its ability to absorb losses without impairing its capital base. Riggs'
ratings continue to be supported by the company's strong capital ratios and
the bank's good liquidity, as well as Riggs' solid market position within
the District of Columbia. The short-term ratings of Riggs National
Corporation (Not Prime) and Riggs Bank N.A. (Prime-2) were confirmed.
The following ratings were put on review for possible downgrade:
a) Riggs National Corporation - the Ba1 subordinated debt rating and the
Ba2 junior subordinated debt rating.
b) Riggs Capital and Riggs Capital II - the "baa3" ratings for preferred
stock.
c) Riggs Bank N.A. - the Baa1 rating of the bank for long-term deposits;
- the Baa2 ratings of the bank for other senior long-
term obligations;
- the Baa2 issuer rating;
- and the D+ financial strength rating.
Riggs National Corporation, headquartered in Washington, D.C., had total
assets of $5.8 billion as of June 30, 2000.
SC NEW HAVEN: Advises SEC That Old Shares Have Been Canceled
------------------------------------------------------------
SC New Haven Corporation filed a notice with the Securities and Exchange
Commission advising that all shares of common stock have been cancelled in
conformance with the company's confirmed Plan of Liquidation, dated May 2,
2000, entered in the United States Bankruptcy Court for the District of
Delaware.
SINGER COMPANY: Court Confirms First Amended Joint Plan of Reorganization
-------------------------------------------------------------------------
The Singer Company announced that the U.S. Bankruptcy Court for the
Southern District of New York confirmed the Company's First Amended Joint
Plan of Reorganization, allowing Singer to emerge from Chapter 11 less than
one year after it filed. The Plan of Reorganization, which was approved by
more than 95 percent of the Company's creditors that voted on the Plan,
provides the blueprint for the reorganization of the Singer Company, many
of the Company's U.S. subsidiaries, as well as the holding companies for
Singer's foreign businesses. Most of the foreign operating units were not
included in the filings and will continue business as normal.
The confirmation brings closure to one of the most complicated
international bankruptcy cases in history. The case was conducted in 11
countries simultaneously covering 48 cases.
The Plan provides for the creation of a new corporate entity in the
Netherlands Antilles. This new company will become the parent company of
all Singer businesses going forward. Singer's current management team will
continue running the Company with the assistance of a new Board of
Directors. The reorganized Singer has a $55 million secured credit facility
provided by The Bank of Nova Scotia, which is the Company's existing
lender. Singer Sewing Company, the U.S. stand-alone company, has a $33.5
million secured credit facility.
Under the terms of the Plan, holders of general unsecured claims will
receive 100% of the equity in the newly reorganized Company. In addition to
the new equity, a creditors' trust will be created, which will receive all
transferred causes of action from third parties.
"I am extremely proud of the job done by Singer's management and the
professionals in this reorganization," said President and Chief Executive
Officer, Stephen H. Goodman. "A great deal was accomplished for Company's
constituents in a relatively short period of time. Having just celebrated
our 150th anniversary, Singer is one of the oldest and most respected brand
names in the world and the first U.S. multi-national operating company.
Since filing to reorganize less than one year ago, the Singer Company has
successfully restructured the Company's financial position, strengthened
and refined its business and built a foundation from which we can grow.
Singer is emerging from this process as a leaner, more competitive Company
with a strong balance sheet. We are confident that with the new board of
directors and our new management team being able to focus all of its
energies on growing the business, our best years are yet ahead.
The Reorganization Plan approved by the court today calls for a number of
operating subsidiaries to be restructured pursuant to consensual agreement
with their creditors. It also provides for a number of operating companies
that are not core businesses and do not fit into the long-term strategic
plan of the Company to be liquidated.
Mr. Goodman emphasized that "the reorganization could not have occurred
without the hard work and dedication of every Singer employee worldwide.
Our employees, on whom tremendous demands have been placed to make the new,
reorganized Singer a reality, are owed a sincere and heartfelt thanks for a
job well done. Our constituents have also stood with us through this
extremely difficult time, and for their loyalty, we are extremely
grateful," he said.
Singer's new Board of Directors includes:
-- Stephen H. Goodman, President and CEO of The Singer Company, NV. Prior
to joining Singer, Mr. Goodman was Managing Director of Bankers Trust
Company.
-- Alex Johnston, Director of Freud Consultants, and co-investor and
Executive Director of Freud Networks, a venture capital offshoot of
Freud Consultants.
-- Stewart M. Kasen, retired Chairman, President and CEO of Factory Card
Outlet Corp. Mr. Kasen has also served as CEO of Best Products Co.,
Inc., and Emporium-Capwell and Thalhimers.
-- William C. Langley, the former Chief Credit and Risk Officer of Chase
Manhattan Corporation. Other positions Mr. Langley held with Chase
included, Senior Credit Administration Officer and Senior Work out
Officer and Corporate Planning Officer.
-- Malcolm J. Matthews, a member of the Board of Directors and a
consultant of TAL Apparel Ltd., an OEM of garments. Mr. Matthews also
served as Managing Director and CEO of Hong Kong and China Co., Ltd.,a
blue chip public utility; and President of AIRCO Industrial Gases, a
large New Jersey-based gas company.
-- Saroj K. Poddar, non-executive Chairman of Singer India Ltd., an Indian
public company of which Singers owns 51 percent. Mr. Poddar was also a
past-President of the Indian Chamber of Commerce and served on the
Board of Reserve of India.
-- Joseph A. Policino, who served as a Director of CIT from August 1986
until he retired earlier this year and Vice-Chairman of its Board of
Directors and Chief Risk Officer since December 1989.
The Company filed its Chapter 11 petitions in the U.S. Bankruptcy Court for
the Southern District of New York on September 12, 1999.
Singer is one of the most widely recognized and respected brands in the
world.
The Company is the world's leading manufacturer and distributor of consumer
sewing machines and is an international retailer and distributor of
consumer durable products, doing business in 150 countries.
SILVER CINEMAS: Seeks Approval of Amendment to Letter of Credit Agreement
-------------------------------------------------------------------------
Silver Cinemas International, Inc. et al., seeks a court order approving an
amendment of a certain Letter of Credit and Reimbursement Agreement, dated
April 6, 1999, by and between Silver Cinemas and Bank of America, NA.
The amendment provides as follows:
a. Renewal
The Bank will allow each of the subject Letters of Credit to
automatically renew, as their terms presently provide, provided
hat the debtors are not in default and the cases have not been
converted.
b. Fees and Expenses
The debtors shall pay $75,000 plus annual renewal commissions equal
to 2% of outstanding letter of credit amount and shall reimburse
the Bank's costs, including attorneys' fees in an amount not to
exceed $45,000.
c. Limited Administrative Expense Treatment
Post-petition commissions, fees and expenses accrued under the
Amendment or the Reimbursement Agreement shall be treated as
administrative expense claims, but all other existing obligations
under the Reimbursement Agreement, including the debtors'
reimbursement obligations with respect to draws upon the subject
L/Cs shall remain pre-petition, general unsecured claims without
priority.
d. The Bank's agreement to permit the automatic renewal of the Letters
of Credit is conditioned upon the execution of an amendment of the
Participation Agreement.
There are five outstanding letters of credit that remain in effect:
Bethesda Row Theatre $750,000
California Theatre $1,250,000
Lincoln Square Theatre: $500,000; $200,000; $1,500,000
In addition there are two separate letters of credit, not subject to the
Reimbursement Agreement or the Participation Agreement:
Highland Park Theatre: $660,000
Bethesda Row Theatre: $271,676
Each of the Letters of Credit will expire, if not renewed, within the next
several months.
SUN HEALTHCARE: Sunrise Nurses' Motion to File Class Proof of Claim
-------------------------------------------------------------------
Karen Miner, who filed a proposed class action complaint in the Western
District of Washington on May 26, 1999, alleging that Sunrise Healthcare
Corporation required its nursing staff to work off-the-clock in the absence
of pay, seeks application of Bankruptcy Rule 7023 to her class proof of
claim and to certify the class she seeks to represent. In addition, she
seeks an enlargement of the bar date pursuant to Bankruptcy Rules 3003 and
9006 to ensure the putative class members' claims relate back to the time
the class proof of claim was filed.
Ms. Miner's purported class action has been stayed since Sun's commencement
of chapter 11 cases on October 14, 1999 after both sides served an initial
round of discovery in late July 1999 and certain motions in September 1999
-- plaintiff's motion to compel, motion for a protective order and motion
for court approved notice of the pendency of collective action and
Sunrise's motion to dismiss.
On November 3, 1999, post-petition, Ms. Miner filed a class proof of claim
on behalf of herself and the putative class. By this motion, Ms. Miner
seeks to represent all current and formeer Registered Nurses, License
Practice Nurses and two types of Nursing Assistants employed by Sunrise
Healthcare Corporation, who were not paid appropriate wages under federal
and state law from May 26, 1996 to the present. The putative class in the
action is some 4,000 employees.
The complaint alleges that Sunrise encourages employees to work off the
clock pursuant to a policy and practice which is repeated, frequent and
willful. This policy and practice includes reprimanding employees for
working overtime and at the same time failing to lighten the workload or
hire more staff. As a result, and as Sunrise has planned, it is alleged,
Ms. Miner and the putative class were required to work off the clock in
order to meet ethical, moral and legal obligations to their patients.
Plaintiff contends that class proof of claims are regularly permitted in
Bankruptcy Court, that the case satisfies the requirements of Rule 7023,
Fed. R. Civ. P. 23 for class certification with respect to numerosity,
commonality, and typicality. It is also stated in the motion and memorandum
that in satisfaction of Fed. R. Civ. P. 23(a)(4), Ms Miner will fairly and
adequately protect the interests of all class members because she has
retained experienced and qualified counsel and her interests are coincident
with the general interests of the class.
The plaintiffs are represented by Ian Connor Bifferato of Bifferato,
Bifferato & Gentilotti, Steve W. Berman of Hagens Berman, LLP, and
Stephanie B. Levin of Hagens Berman & Mitchell, PLLC. (Sun Healthcare
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service, Inc.,
609/392-0900)
SOUTHERN UNION: Fitch Affirms BBB+ Rating on Senior Unsecured Notes
-------------------------------------------------------------------
Southern Union Co.'s (SUG) outstanding debt securities have been affirmed
by Fitch as follows: senior unsecured notes at 'BBB+'; trust originated
peferred securities at 'BBB'; and first mortgage bonds (including those to
be assumed as a result of pending acquisitions) at 'A-'. The Rating Outlook
has been changed to Negative from Stable.
SUG's credit profile is expected to remain weak relative to its rating over
the near-term as a result of pending acquisitions, including higher
financing costs. Consequently, Fitch has revised its outlook to reflect a
slower than anticipated recovery in SUG's credit measures to levels more
consistent with the rating. An additional uncertainty regards the source
and mix of permanent financing that will ultimately be required to complete
its purchases. SUG plans to initially fund three pending acquisitions,
including the $400 million cash purchase of Providence Energy Corp. (PVY),
primarily with short-term bank debt. As a result, near-term credit ratios
including debt-to-capital and interest coverage are expected to remain
below average for the rating category. Fitch recognizes that SUG maintains
a significant level of financial flexibility in the form of several equity
investments, including its stake in Capstone Turbine Corp., currently
valued in excess of $200 million, which could ultimately be monetized to
support debt reduction. Moreover, SUG remains committed to preserving
credit quality and has demonstrated a willingness and ability to access the
common equity markets, most recently in early 1999 to fund the acquisition
of its Pennsylvania operations.
SUG's underlying credit quality continues to benefit from the historically
strong cash flow of its multi-state natural gas distribution business. The
pending acquisitions of PVY, Fall River Gas Co., and Valley Resources, Inc.
will further improve SUG's operating profile through enhanced diversity of
regulatory, economic and weather risk profiles. In particular, SUG's
expansion into colder U.S. northeast markets should result in more stable
throughput volumes and reduced performance volatility. From a strategic
standpoint, Fitch expects SUG to adopt a more conservative approach with
respect to acquisitions over the next 12-18 months. This factor combined
with ongoing debt reduction and synergistic cost savings should allow for a
gradual improvement in SUG's credit profile. Over the longer-term, Fitch
expects SUG's core EBITDA from operations to provide interest coverage at
levels in excess of 3.0 times (x).
SUG is primarily a regulated gas distribution company serving approximately
1.2 million customers across Texas, Missouri, Pennsylvania and Florida
including the cities of Austin, TX, El Paso, TX, and Kansas City, MO.
Pending acquisitions in Massachusetts in Rhode Island will increase the
customer base to approximately 1.6 million. Investments in non-utility
businesses are relatively modest and do not materially impact SUG's credit
profile and debt ratings.
SUNSHINE ARGENTINA: Files for Chapter 11 Protection in Wilmington, Del.
-----------------------------------------------------------------------
Sunshine Mining and Refining Co. and three affiliates, Sunshine Argentina,
Sunshine Exploration, and Sunshine precious Metals Inc. sought Chapter 11
protection, listing assets of $33mn and debts of $55mn in papers filed in
the U.S. Bankruptcy Court in Delaware. The Dallas mining company said the
bankruptcy was triggered by operating losses brought on by a silver market
depressed for the last 12 years, reports say.
According to Reuters, the company said last week that current equity shares
will be extinguished when Sunshine is reorganized. Four co-sponsoring
bondholders, who hold more than 70% of outstanding debt, will receive 90%
of the new shares, and have the option, under certain circumstances, to buy
the Sunshine Argentine, Inc., affiliate, which owns the Pirquitas silver
mine. News about Sunshine and the Pirquitas mine first appeared in the
Troubled Company Reporter--Latin America. For a 30-day free trial
subscription to the TCR-LA, complete and submit the form posted at
http://www.bankrupt.com/periodicals/tcr/tcr.form.html
SYSTEM SOFTWARE: Walking Away from Remaining Office Space Leases
----------------------------------------------------------------
System Software Associates, Inc. seeks court approval to reject three
unexpired leases of nonresidential real property.
Specifically, the leases are for certain office space at the following
locations, which are no longer needed by the debtor:
a) 500 West Madison St., Chicago, Il. 60661 - rejection effective as of
July 31, 2000
b) Boone Plaza, 1000 Boone Avenue North, Golden Valley, Minnesota -
rejection effective as of August 14, 2000
c) One Buckhead Plaza, 3060 Peachtree Road, N.W. Atlanta, Ga. -
rejection effective as of August 31, 2000.
Following the sale of its assets, the debtor no longer has substantial
business operations and has no reasonable business purpose for occupying
the property represented by the leases.
TOROTEL: Shareholders to Meet in Grandview, Missouri, on Sept. 18
-----------------------------------------------------------------
The annual meeting of the shareholders of Torotel, Inc., a Missouri
corporation, will be held at 4:30 p.m. local time on Monday, September 18,
2000, at the Corporation's offices in Grandview, Missouri, for the
following purposes:
1. To elect three members to serve on the Board of Directors of the
Corporation until the next annual meeting of shareholders and until
their successors have been duly elected and qualified, unless they
shall sooner die, resign or be removed;
2. To transact any other business which may properly come before the
meeting.
Shareholders of record at the close of business on August 4, 2000, will
be entitled to receive notice of and to vote at the meeting.
VENCOR: Debtors Settle With Texas HCP On Termination Of Vencare Lease
---------------------------------------------------------------------
In April, 1986, a predecessor in interest of Vencor and a predecessor in
interest of Texas HCP entered into an operating lease - the Original Lease
- for a skilled nursing home facility and related real property and
fixtures in Evansville, Indiana for a term which terminates on April 26,
2001.
Subsequently, Lenox Healthcare of Evansville, LLC subleased the Facility
and assumed all of the obligations of the sublessor under the Original
Lease. On November 3, 1999, Lenox filed for relief under chapter 11 of the
Bankruptcy Code. Lenox then sought and obtained the Court's authority for
rejection of the Sublease and in late November 1999, Lenox closed the
Facility. Vencor regained possession of the Facility on December 1, 1999.
The Debtors and Texas HCP disagree over:
(A) Default
Texas HCP contends that under the Original Lease, the cessation of
operations at the Facility for a period of 150 days constitutes an
Event of Default. The Debtors do not admit that an Event of Default
has occurred under the Original Lease.
(B) Put Option
Texas HCP contends that under the Original Lease, the occurrence of an
uncured Event of Default would entitle Texas HCP for a Put Option to
force the Debtors to purchase the Facility for a price equal to the
higher of (x) the then current Fair Market Value Purchase Price or (y)
the Minimum Repurchase Price, calculated according to a formula
specified in the Original Lease, plus rent due and payable under the
Original Lease. Texas HCP further contends that the price of the Put
Option could be approximately $3.8 million. The Debtors believe that
the fair market value of the Facility is substantially less than the
$3.8 million asserted by Texas HCP. Moreover, the Debtors do not admit
that they are or would be obligated to pay the Put Option.
(C) The Guaranty by Ventas
Texas HCP contends that the obligations of Vencor under the Original
Lease were guaranteed by Ventas. According to Texas HCP, the source of
the Guaranty is Ventas' agreement to guaranty the obligations of
Vencor in connection with Texas HCP's consent to the assignment of the
Original Lease to Vencor by a predecessor in interest of Ventas in
connection with the Reorganization. Texas HCP argues that pursuant to
the Guaranty, in the event that Vencor fails to re-open the facility
and cure the Event of Default, Ventas may be liable for payment of the
full amount of the Put Option.
The Debtors and Ventas dispute that. In the first place, there are the
Indemnity Agreements, entered in connection with the Reorganization, under
which Vencor agreed to indemnify Ventas against all claims arising from
third party leases, including the Original Lease. In addition, the Debtors
and Ventas entered into the Stipulation And Order whereby the Debtors
agreed to fulfill their indemnification obligations to Ventas for the
duration of the Stipulation and this is still in effect.
The Debtors' Gauge of the Situation
The Debtors estimate that an aggregate of approximately $311,000 in capital
expenditures would be required in order to re-open the Facility and to meet
state and federal regulatory requirements for the necessary licensure and
certification of the Facility. As of April 2000, $282,000 of this amount
had been committed to re-opening costs. In addition, the total rent payable
by the Debtors to Texas HCP during the term of the Original Lease would be
approximately $577,446. Therefore, the total loss is estimated to be over
$1 million if the Debtors were to re-open and operate the Facility through
the term of the Original Lease. In the event that the Debtors rejected the
Original Lease, the Debtors estimate that rejection damages under 11 U.S.C.
Sec. 365 could he approximately $408,500.
Given the Facility's age and situation, the Debtors believe that the
Facility, if re-opened, would operate at a loss and the Debtors would incur
large capital expenditures relative to the short remaining term of the
Original Lease.
The Tolling Agreement
To avoid further capital and licensure expenditures connected to reopening
of the Facility and potential liability to Ventas under the Stipulation if
the Facility is not re-opened, Debtors began negotiations with Texas HCP to
reach a settlement.
Texas HCP agreed to toll the 150-day cessation of operations period for the
Facility, while negotiations on the terms of a lease termination agreement
were finalized. This Tolling Agreement is subject to execution of a lease
termination and settlement agreement by Vencor pursuant to which Vencor
would pay Texas HCP a settlement payment of $1 million to terminate the
Original Lease. The Tolling Agreement envisaged approval of the Settlement
Agreement by June 1, 2000. Subsequently, Texas HCP agreed to extend the
Tolling Agreement through August 15, 2000, pending the Court's approval of
this Motion.
The Settlement
The negotiations between Texas HCP and the Debtors culminated in the
Settlement Agreement which provides for:
(1) The Lease Termination Fee of $1 million payable in consideration for
Texas HCP's execution of the Settlement Agreement, but the
Agreement presented to the court states that nothing in it is
deemed to obligate Ventas or Ventas Realty, Limited Partnership
(VRLP) to pay the Lease Termination Fee;
(2) Termination of the Original Lease upon the later of (a) ten days
following the Court's approval of the Settlement Agreement or (b)
the date upon which the Lessee actually vacates the property and
surrenders possession to Texas HCP;
(3) Release of obligations of Lessor and Lessee and their predecessors
including Ventas and VRLP under the Original Lease except for: (a)
indemnification of certain liens and claims accrued on or before
the Termination Date (b) Lessee's continuing liability for certain
specified expenses such as rent payable through April 30, 2000,
insurance premiums, utility payments, and real estate taxes payable
through the Termination Date, and (c) Lessee's continuing liability
for personal property liens with a lien date prior to the
Termination Date; and
(4) That the Settlement Agreement is a post-petition contract of Vencor
for the termination of the Lease and final settlement of any claims
that could arise out of the Lease, and will not constitute an
assumption or rejection of the Original Lease under 11 U.S.C.
Sec. 365.
The Settlement Agreement also expressly provides that it does not change
any stipulation in force between the Debtors, and Ventas and VRLP.
The Debtors submit that if the Facility were re-opened, it would operate at
a loss, and the Debtors would have to incur significant capital and
licensure expenses. Furthermore, if the Debtors were to reject the Original
Lease, they could still face litigation relating to the amount of the
rejection damages. Most significantly, even if the rejection damages
coupled with litigation expenses amounted to less than the amount under the
Settlement Agreement, the Debtors might still be liable to Ventas under the
Stipulation for all damages that Ventas could incur if the Debtors are in
default under the Original Lease. Ventas' damages may be as high as the Put
Option amount, which Texas HCP estimate to be $3.8 million. Therefore, the
Debtors tell the Court that it is sound business judgment to enter into the
Settlement Agreement.
Accordingly, the Debtors seek entry of an Order (i) authorizing Vencor
Nursing LP to enter into the Settlement Agreement (ii) approving the terms
of the Settlement Agreement in their entirety (iii) authorizing the Debtors
to take actions that may be necessary and appropriate to implement the
terms of the Settlement Agreement. (Vencor Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service, Inc., 609/392-0900)
VIDEO CITY: Video Store Operator Restructure Under Chapter 11
-------------------------------------------------------------
Video City, Inc. (OTC BB:VDCT) announced that the Company and its
subsidiaries have filed voluntary petitions to reorganize their business
under Chapter 11 of the US Bankruptcy Code. The filings were made in the
United States Bankruptcy Court for the Central District of California.
The filings were made in the wake of actions taken by Fleet Retail Finance,
Inc. to accelerate the outstanding indebtedness under the Company's secured
credit facility with Fleet. Fleet had obtained a temporary order from the
Commonwealth of Massachusetts, Suffolk County, requiring that all cash and
cash receipts be turned over to Fleet. The Company filed a petition to
vacate the temporary order and, on August 22, the Massachusetts court
directed Fleet to release enough funds to cover payroll. However, the court
has not yet ruled on the Company's petition to vacate the temporary order
obtained by Fleet and to restrain Fleet from sweeping all Company cash
flow.
Fleet's actions have created a severe cash crisis affecting the Company's
operations. The Company has filed a complaint in the State of Massachusetts
(Suffolk County) against Fleet and certain other defendants seeking damages
in excess of $25,000,000. The complaint alleges fraud, breach of contract,
breach of the covenant of good faith and fair dealing, intentional
interference with contractual relations, intentional interference with
advantageous relations, violation of the Racketeer Influenced and Corrupt
Organizations Act ("RICO") and violation of applicable provisions of
Massachusetts state law.
The Company was moving forward in its intended merger with West Coast
Entertainment Corporation and was current in all its payment obligations
under the Fleet credit facility until Fleet accelerated the maturity of the
Company's indebtedness.
Robert Y. Lee, the Chairman and Chief Executive Officer of Video City,
stated, "Fleet's drastic actions and its continuing refusal to extend
credit under the credit facility require us to take immediate action. No
business can operate without cash. After careful consideration and analysis
of our current circumstances, we determined that Chapter 11 provides the
best means of achieving a successful financial and operational
restructuring of our business. We must focus on preserving our assets and
improving our operational strength so that we can emerge as a stronger and
healthier company. We expect that we will receive the support of our
customers, employees, vendors and suppliers during the reorganization
process and that business should continue as usual."
Video City owns and operates 74 video stores and manages 225 West Coast
Entertainment Corporation video stores. Video City and West Coast
Entertainment are parties to a pending merger agreement. The Company will
seek to proceed with the planned merger.
WASTE MANAGEMENT: Announces Development Agreement with Reliant Energy
---------------------------------------------------------------------
Waste Management Inc. (NYSE:WMI) announced its agreement with Reliant
Energy (NYSE:REI) to develop 12 landfill gas-to-energy projects in Texas.
The projects demonstrate a growing confidence in landfill gas as a
reliable, renewable energy resource.
"We are an environmental services company, and we are committed to being an
industry leader in the best use of all of our natural resources," said A.
Maurice Myers, president and CEO of Waste Management. "Landfill gas is a
viable, alternative energy resource that already is meeting the power needs
of many industries and communities in our operating areas."
Waste Management will gather, transport and deliver landfill gas to Reliant
Energy at each electric generation facility, which are being built on Waste
Management's landfill sites. The 12 "Green Power" projects will produce a
total of 44 megawatts of electricity, enough to power approximately 13,000
homes.
"Waste Management has been actively developing landfill gas-to-energy
projects for more than 15 years," said Chuck Williams, senior vice
president, operations, for Waste Management. "This project will be the
largest in magnitude and scope for our company."
Williams added: "It is encouraging to see the ready acceptance of landfill
gas as a renewable, reliable energy source by the power industry. We are
very pleased to join with Reliant Energy in such a project."
Landfill gas is produced through the natural breakdown of waste deposited
in a landfill. The gas, which would otherwise be wasted, is a readily
available, renewable energy source that can be gathered and used directly
as medium Btu gas for industrial use or can be sold to gas-to-energy plants
to fuel engine generators, which, in turn, generate electricity.
Waste Management currently supplies landfill gas to 38 landfill gas-to-
energy projects and 35 medium Btu gas projects in 21 states across the
United States.
In all, the projects generate more than 140 MW of electricity.
Waste Management Inc. is its industry's leading provider of comprehensive
waste management services. Based in Houston, the Company serves municipal,
commercial, industrial and residential customers throughout the United
States, and in Canada, Puerto Rico and Mexico.
ZONE ENTERTAINMENT: Four Subsidiaries File for Protection from Creditors
------------------------------------------------------------------------
Canada Stockwatch reports that four subsidiaries of The Zone Entertainment
Group, Inc., filed for protection from their creditors:
a) The Zone Bowling Centre Ltd.
b) The Zone Bowling Centre (Kelowna) Ltd.
c) Big River Brewing Company Ltd. and
d) Big River Brewing Company (Kelowna) Ltd.
According to President Chuck Wills, "The flagship operations of the
company in Richmond, British Columbia, continue to provide the stable
revenue stream and base of operations that has existed for the past
three years. The facility in Kelowna, British Columbia, that has been
operating since April, requires a restructuring of its debt in order to
normalize daily operations and cash flow. By being pro-active in our
approach to this issue and working positively with our debt holders,
management expects to be able to consolidate and strengthen the
financial base of the company in order to enhance the results of future
operations."
* Bond pricing for the week of August 28, 2000
----------------------------------------------
Data is supplied by DLS Capital Partners, Inc.
Following are indicated prices for selected issues:
AMC Ent. 9 1/2 '11 42 - 44
Amresco 9 7/8 '05 33 - 36
Advantica 11 1/4 '08 62 - 64
Asia Pulp & Paper 11 3/4 '05 65 - 67
Carmike Cinema 9 3/8 '09 22 - 25(f)
Conseco 9 '06 58 - 61
Fruit of the Loom 6 1/2 '03 55 - 57
Genesis Health 9 3/4 '05 9 - 11(f)
Globalstar 11 1/4 '04 29 - 31
Loewen 7.20 '03 34 - 36(f)
Oakwood Homes 7 7/8 '04 28 - 32
Owens Corning 7 1/2 '05 52 - 54
Paging Network 10 1/8 '07 32 - 34(f)
Pillowtex 10 '06 18 - 20
Revlon 8 5/8 '08 52 - 54
Service Merchandise 9 '04 7 - 9(f)
Trump Atlantic 11 1/4 '06 66 - 68
TWA 11 3/8 '06 43 - 45
*********
Bond pricing, appearing in each Monday's edition of the TCR, is provided by
DLS Capital Partners in Dallas, Texas.
A list of Meetings, Conferences and Seminars appears in each Wednesday's
edition of the TCR. Submissions about insolvency-related conferences are
encouraged. Send announcements to conferences@bankrupt.com.
Each Friday's edition of the TCR includes a review about a book of interest
to troubled company professionals. All titles available from Amazon.com --
go to http://www.amazon.com/exec/obidos/ASIN/189312214X/internetbankrupt--
or through your local bookstore.
For copies of court documents filed in the District of Delaware, please
contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents
filed in cases pending outside the District of Delaware, contact Ken Troubh
at Nationwide Research & Consulting at 207/791-2852.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter, co-published by Bankruptcy
Creditors' Service, Inc., Trenton, NJ, and Beard Group, Inc., Washington,
DC. Debra Brennan, Yvonne L. Metzler, Ronald Ladia, Zenar Andal, and Grace
Samson, Editors.
Copyright 2000. All rights reserved. ISSN 1520-9474.
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