/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/000830.MBX T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, August 30, 2000, Vol. 4, No. 170 Headlines ABLE TELCOM: Shareholders to Convene in Atlanta on Sept. 29 BIG PARTY: Hilco and Ozer Backstop iParty Retail's 33-Store Acquisition BOCA RESEARCH: Shareholders to Vote on Name Change to Inprimis, Inc. CONTOUR ENERGY: Withdraws Registration after Chancery Court Settlement Pact CROWN PAPER: Turnaround at Parchment, Michigan, Facility Was Impossible DIMAC HOLDINGS: Proposes $9.4 Million Retention and Severance Programs DOBSON COMMUNICATIONS: Moody's Assigns B3 Rating to 10.875% Senior Notes FAMILY GOLF: Five-Year-Old Renovation Plan Commences In Spite of Chapter 11 FRUIT OF THE LOOM: Committee Retains Kasowitz Benson to Pursue Lenders GENEVA STEEL: Disclosure Statement in Support of Debtors' Plan Approved GENESIS/MULTICARE: Sysco Moves to Reclaim Goods From Genesis HARNISCHFEGER INDUSTRIES: Board Elects John Nils Hanson As New Chairman HEILIG-MEYER: 7-Member Creditors' Committee Taps Akin Gump as Lead Counsel INTEGRATED HEALTH: Cleco Stipulation For Assurance Of Utilities Payment JD SERVICES: Sale Lake City Faces Financial Crisis Files For Reorganization LEARNINGSMITH, INC.: Boston Judge Caps NYC Lawyers' Hourly Rate at $370 MARINER POST-ACUTE: GranCare's Motion To Reject Quail Leases And Subleases MEDPARTNERS PROVIDER: Creditors Vote to Accept Second Amended Plan POCKET COMMUNICATIONS: Joint Motion to Approve Purchase & Sale Agreement PRISON REALTY: Milberg Weiss Announces Settlement Of Shareholder Lawsuit RELIANCE GROUP: Fitch Ratchets Credit Ratings Further Downward SERVICE MERCHANDISE: Subleases Projected to Yield $4.5MM in Annual Rents SMART TALK: Juno Launches Counterattack in "Good Faith" Discovery TOKHEIM CORP: Commences Prepackaged Financial Restructuring Under Chap. 11 URANIUM RESOURCES: Private Placement Raises $730,000 VENCOR: Debtors' Fourth Motion To Extend Time To Assume & Reject Leases VIDEO CITY: Case Summary and 20 Largest Unsecured Creditors * Meetings, Conferences and Seminars ********* ABLE TELCOM: Shareholders to Convene in Atlanta on Sept. 29 ----------------------------------------------------------- The 2000 annual meeting of shareholders of Able Telcom Holding Corp. will be held September 29, 2000 in Atlanta, Georgia at 10:00 a.m. Eastern Time. The proposals to be undertaken at the meeting are: 1. To elect four Directors to serve until the next annual meeting of shareholders or until their qualified successors are elected; 2. To approve amending the Articles of Incorporation to increase the number of authorized shares of: (A) Common stock from 25 million to 100 million, and (B) Preferred Stock from one million to five million; 3. To approve amending the Articles of Incorporation to change the corporate name from "Able Telcom Holding Corp." to "The Adesta Group, Inc."; 4. To further amend the 1995 Stock Option Plan to: (A) Increase the number of shares authorized for issuance under the Plan from 1,300,000 to 5,500,000, (B) Increase the number of options granted to Non-Affiliate Directors from a one-time grant of 5,000 options to an annual grant of 10,000 options, (C) Grant additional options on an annual basis to Non-Affiliate Directors who serve as Chairman of the Board or as Chairman or a member of a Board committee, and (D) Extend the exercise period of options previously granted to Non-Affiliate Directors to the earlier of (A) September 19, 2005, or (B) the date which is two years after the date that a Non-Affiliate Director is no longer serving as a Director; 5. To ratify and approve the grant of 2,189,897 stock options to certain officers and directors outside of the 1995 Stock Option Plan. Issuance of these shares must be approved by the shareholders under the Nasdaq rules; 6. To approve issuing up to 2,600,000 shares of common stock to WorldCom if it exercises options and stock appreciation rights obtained from the company when Able Telcom acquired the network construction and transportation systems business from WorldCom. Issuance of these shares must be approved by the shareholders under the Nasdaq rules; 7. To approve issuing shares of common stock in connection with outstanding Series B securities issued to finance the acquisition of the network construction and transportation business from WorldCom. This proposal relates to 1,627,031 shares currently issuable to some holders of Series B securities plus additional shares which may be required to be issued under anti-dilution provisions contained in the Series B warrants. Issuance of these shares, when combined with 1,875,960 shares of common stock already issued to holders of Series B Convertible Preferred Stock, must be approved by the shareholders under the Nasdaq rules; 8. To approve issuing shares of common stock to holders of Series C Convertible Preferred Stock and warrants upon conversion or exercise of those securities. This proposal relates to 4,700,000 shares currently issuable under the Series C Preferred Stock and warrants plus additional shares which may be required to be issued under anti-dilution provisions contained in the Preferred Stock and warrants. Issuance of these shares must be approved by shareholders in keeping with the Nasdaq rules; 9. To approve issuing shares of common stock in connection with a litigation settlement with Sirit Technologies, Inc. This proposal relates to up to 5,011,511 shares currently issuable to Sirit plus additional shares which may be required to be issued pursuant to preemptive rights and anti-dilution rights held by Sirit. Issuance of these shares may be subject to approval by shareholders under the Nasdaq rules; 10. To ratify appointing Arthur Andersen LLP as independent accountants for the fiscal years ended October 31, 1999 and October 31, 2000. Attending the annual meeting is limited to those persons who were our shareholders as of the record date of August 17, 2000. BIG PARTY: Hilco and Ozer Backstop iParty Retail's 33-Store Acquisition ----------------------------------------------------------------------- The US Bankruptcy Court, District of Delaware, entered an order on August 16, 2000 approving the sale of a substantial portion of The Big Party's tangible and intangible assets to iParty Retail Stores Corp. The court found that the Asset Purchase Agreement, between the debtor and iParty; the Agency Agreement, between Hilco Trading Co. Inc. and The Ozer Group LLC, under which the Hilco and Ozer will serve as the debtor's exclusive agent in connection with the conduct of merchandise liquidation sales; and the BackStop Agreement where, in the event iParty fails to close the asset purchase agreement, Hilco and Ozer take over; are in the best interest of the debtor's estate and all parties interested therein. The asset purchase agreement provides that iParty will acquire certain leases and assets related to or located at 33 existing retail locations of Big Party, its corporate headquarters and Big Party's ongoing retail business operations. Purchaser shall pay to seller $1.5 million plus 25% of the retail value of all inventory (at purchaser's option not less than $7 million and not greater than $9 million) and the purchaser shall assume certain liabilities agreed to by the parties. BOCA RESEARCH: Shareholders to Vote on Name Change to Inprimis, Inc. -------------------------------------------------------------------- A special meeting of shareholders of Boca Research, Inc. will be held on Friday, September 29, 2000, at 9:00 a.m., local time, at the offices of the company, 1601 Clint Moore Road, Boca Raton, FL 33487, for the following purposes: 1. To consider and act upon a proposal to approve an amendment to the company's Articles of Incorporation to change the name of the company to "Inprimis, Inc." The close of business on August 15, 2000 has been fixed by the Board of Directors as the record date for the determination of the shareholders entitled to notice of and to vote at the meeting. CONTOUR ENERGY: Withdraws Registration after Chancery Court Settlement Pact --------------------------------------------------------------------------- Contour Energy Co. filed a Registration Statement on May 18, 1999 with the SEC. Contour has agreed, in a Stipulation and Agreement of Compromise, Settlement and Release approved on August 7, 2000 by Final Order of the Court of Chancery of the State of Delaware and relating to litigation in which Contour was named as a defendant, to withdraw the registration statement. Contour reports it did not commence the consent solicitation contemplated by that registration statement and, further, that the company received no consents and made no offerings or sales of securities using the prospectus included in that registration statement. Contour has requested that the Commission find Contour's withdrawal of the Registration Statement to be consistent with the public interest and the protection of investors. The company requests SEC consent to its withdrawal of the Registration Statement. CROWN PAPER: Turnaround at Parchment, Michigan, Facility Was Impossible ----------------------------------------------------------------------- Crown Vantage Inc. will be idling its entire Parchment, Mich., paper production operation indefinitely. This action will result in the permanent layoff of 249 salaried and hourly employees effective October 21 through November 3, 2000. "We made several attempts to turn the Parchment facility around over the years; however, we now believe that idling this plant is the most appropriate action and will provide a greater benefit to our remaining employees, customers and stakeholders in the long run," said Bob Olah, chief executive officer. "Halting production at our Parchment facility is the latest in a series of strategic moves to improve overall operating performance. This, and other initiatives, which have included a comprehensive product line/price rationalization, recent management restructuring and a headquarters move with corporate-staff reductions, are intended to return the business to a more profitable base from which to grow." Management said that capacity available in the company's active mills is expected to absorb the production no longer being scheduled on the Parchment machines. Crown Vantage is a leading manufacturer of value-added papers for printing, publishing and specialty packaging. The company's diverse products are tailored for the special needs of target markets. End users include specialty magazines and catalogs, financial printing and corporate communications, packaging and product labels, coffee filters and disposable medical garments--and hundreds more. DIMAC HOLDINGS: Proposes $9.4 Million Retention and Severance Programs ---------------------------------------------------------------------- DIMAC Holdings, Inc. et al., seeks a court order authorizing the debtors to adopt retention and severance programs and to assume pre-petition executory employment agreements. The debtors propose to implement several components of a comprehensive program designed to provide incentives to their management to remain in the debtors' employ and to work toward a successful reorganization of the debtors' estates. These components include: a) Assuming pre-petition executory employment agreements and entering into post-petition employment agreements with certain members of the debtors' senior management; b) Implementing a retention and stay bonus plan; c) Implementing an annual cash bonus plan; d) Implementing a temporary supplemental pay program and Adopting a formal severance policy. There are approximately 81 employees who will receive the Retention Bonus. There are approximately 100 employees in the St. Louis and Atlanta operations who will receive the Stay Bonus. There are approximately 723 employees in the non-core SBUs who will receive the Stay Bonus. If all of the groups of participants in the Retention and Stay Bonus Plan remain employees of DIMAC through the entire payment period, the aggregate amount of Retention Bonuses and Stay Bonuses payable to such participants would be approximately $1.491 million, $448,000 and $5.24 million, respectively. There are 85 participants in the Temporary Supplemental Pay Program (TSPP) at a total cost of approximately $545,000. Currently the planned staff reductions would result in the severance of approximately 366 employees among the St. Louis, Atlanta and MBS Product operations with a total cost of $1.867 million. The debtors submit that the implementation of the Retention and Stay Bonus Plan, annual Bonus Plan, TSPP And Severance policy accomplish a sound business purpose and will aid in the debtors' reorganization by increasing the likelihood of retaining the services of valuable employees through the conclusion of these Chapter 11 cases and beyond. The Retention and Stay Bonus plan is specifically designed to prevent the debtors from losing the Key employees during the Chapter 11 process. The Annual Bonus plan is necessary to retain the key employees beyond the Chapter 11 process, and will provide the debtors with management stability that will aid the debtors in achieving their business goals. The TSPP is designed to compensate key employees in the debtors' core businesses and at facilities that will be consolidated, remaining with the debtors during the consolidation of operations. These employees are critical to the debtors' success following the completion of the consolidation and confirmation of a Chapter 11 plan. The Severance Policy will assist the debtors' efforts in retaining the services of their employees in the performance of their regular duties and such extra duties as may be required of them during the reorganization process; and to provide financial protection for employees in the event of involuntary termination, except for certain of the Key Employees whose severance benefits are governed by the Employment Agreements. The debtors believe that the severance policy is necessary to retain employees who are essential to the stabilization and ultimately, ongoing success of the debtors' business and reorganization, and thus accomplishes a sound business practice. DOBSON COMMUNICATIONS: Moody's Assigns B3 Rating to 10.875% Senior Notes ------------------------------------------------------------------------ Moody's Investors Service assigned a B3 debt rating to Dobson Communications Corporation for its $300 million of 10.875% Senior Notes due 2010, and a B3 to the $200 million of 12.25% Senior Notes due 2008 of Dobson/Sygnet Communications Company. Moody's also assigned a Ba3 rating to the $925 million Secured Credit Facilities of Dobson Operating Co., LLC, and a "caa" rating to the two exchangeable preferred stock issues of Dobson Communications Company. A senior implied rating of B1 has also been assigned, and the issuer rating is B3. The outlook for all these ratings is stable. The ratings reflect the high leverage of the company and its slightly complicated capital structure, the company's greater reliance on roaming revenues compared to its peers, as well as management's appetite for additional cellular properties and spectrum. Supporting the ratings are the strong management team that has been successfully executing its rural cellular business plan for many years, the favorable environment for rural cellular operators, and Dobson's strategic relationship with AT&T. The B3 rating on the senior notes at Dobson Communications Corporation (DCC) reflects their subordination to the $925 million secured credit facility of a subsidiary, Dobson Operating Co, LLC (DOC). The DCC notes also sit behind the $200 million senior notes of Dobson/Sygnet, and these B3 rated notes are subordinated to a $363 million secured credit facility (unrated) of a subsidiary of Dobson/Sygnet. The Ba3 rating on the $925 million secured credit facility of DOC, reflects the benefits of its strong collateral package of assets and guarantees from the operating subsidiaries and the modest leverage at the DOC level. In Moody's opinion, the bank lenders to DOC are well protected by the assets and cash flows of the DOC operating subsidiaries. Dobson is a rural cellular operator with systems covering 6.6 million POPs and over 550,000 subscribers at the end of June. Dobson is also a 50% owner of American Cellular Corp. (Ba3 senior implied rating), through a joint venture with AT&T. These operations are managed by Dobson and cover an additional 4.9 million POPs with over 480,000 subscribers. This joint venture has its own financing that is non-recourse to Dobson and has been excluded from our analysis of the ratings hereby assigned which has focussed on Dobson's wholly-owned operations. These wholly-owned operations generated $95.3 million of EBITDA in the first half of 2000, with $68.2 million generated by the DOC subsidiaries (or 71% of total) and the balance by the Sygnet properties. The proportion of EBITDA derived from DOC is greater than the proportion of DOC subscribers (56%) out of the total DCC subscriber base due to the larger contribution of roaming revenues at DOC. In the first half of 2000, DOC operations received over 4x the amount of roaming revenue compared to the Sygnet properties, and these roaming revenues represented just over 50% of all service (non-equipment) revenues. Other rural cellular operators generate between 20 to 30% of their service revenues from roaming. While Dobson's outsized proportion of roaming revenues is a concern, Moody's takes comfort from the industry trend of increasing roaming traffic being experienced by all rural operators as well as the PCS affiliates of the national wireless operators. In addition, Dobson has already constructed a robust digital network in order to discourage overbuilding, and secured long-term roaming agreements with all of its major roaming partners. This combined with its strategic relationship with AT&T who owns roughly 4.6% of DCC and generates over half of the company's roaming traffic lends comfort to the stability of this revenue stream. At the DOC level, leverage (debt/EBITDA) is approximately 5x, while leverage at Sygnet is roughly 7x senior and 10x total. Moving up to DCC to incorporate not only the $300 million in 10.875% Senior Notes, but also the $486.7 million in accreted value from the two issues of exchangeable preferred stock, all-in leverage is close to 11x, or 10x net of cash. The first preferred stock issue requires cash payment of dividends beginning in 2003 and the second in 2004, and both are exchangeable into subordinated debt of DCC. While these two issue will limit Dobson's financial flexibility when they turn cash-pay, we expect Dobson to continue to grow its cash flow and that its capital requirements will have moderated by then, as the digitalization of its networks will be completed by year-end. However, another factor that may limit Dobson's financial flexibility is the company's appetite for additional cellular properties and for unbuilt spectrum. This year, Dobson will acquire over 1 million POPs in 7 different markets for total consideration of approximately $420 million, excluding the American Cellular joint venture. Management expects to continue to make acquisitions going forward. Dobson management has also stated their intention to participate in upcoming spectrum auctions, scheduled for later this year. Dobson is a "Designated Entity," enabling the company to bid for all spectrum blocks being auctioned. While it is difficult to quantify how much Dobson may bid, the company has stated that it will bid prudently, and partner where appropriate. The Ba3 rating on the DOC credit facility reflects Moody's assumption that any large spectrum purchases and the associated capital requirements for buildout and start-up operating losses will not be funded through DOC. Upward pressure on these ratings could come from the attainment of free cash flow (EBITDA less interest expense and capital expenditures), and further streamlining of the company's capital structure. Based in Oklahoma City, OK, Dobson Communications Corporation is a rural cellular telephone service provider with over 550,000 subscribers and a 50% interest in another rural cellular operation with over 480,000 subscribers. FAMILY GOLF: Five-Year-Old Renovation Plan Commences In Spite of Chapter 11 --------------------------------------------------------------------------- Family Golf Centers, Inc., the Los Angeles Times reports, announces a $1.67 million renovation of its facilities in Sepulveda Golf Complex in Encino, this September. The five-year-old plan will transform the pro shop and driving range complex into an 80-stall, double-decked facility. "We're very close to picking up plans from the Dept. of Building and Safety," said Bill Shickler, vice president of West Coast operations for Family Golf in El Segundo. "We plan to start sometime in September. We are receiving bids from contractors now. We've been in advance of every deadline we've ever had on this project. We're proceeding with construction of this facility." And as a final word, Shickler added, "Other than the Chapter 11, we've had no problems." The funds for the project came from a $15 million loan under a DIP financing agreement after the family entertainment center filed for Chapter 11 in the U.S. Bankruptcy Court Southern District of New York. Family Golf Center is an operator of golf centers in North America. It also operates sports and family entertainment facilities, including ice rinks and Family Sports Supercenters. FRUIT OF THE LOOM: Committee Retains Kasowitz Benson to Pursue Lenders ---------------------------------------------------------------------- The Official Committee of Unsecured Creditors of Fruit of the Loom, Inc., asks the U.S. Bankruptcy Court in Wilmington, Delaware, for permission to retain Kasowitz, Benson, Torres and Friedman LLP as its special litigation counsel in the Debtors' chapter 11 cases. The Official Committee reminds Judge Walsh that Otterbourg, Steindler, Houston and Rosen PC and Pepper Hamilton LLP, its current co-counsel, each represent some of the Debtor's prepetition secured lenders in matters unrelated to the current case. Robert M. Dowd of Calcot, Ltd., tells Judge Walsh that, after a thorough investigation, the Committee has determined that special litigation counsel is needed to complete an analysis of potential claims against the Prepetition Secured Lenders. The Committee's current counsel cannot bring these claims because they may be conflicted. The Kasowitz Benson attorneys who will lead the analysis and their hourly billing rates are: a) David M. Friedman $525 per hour b) Adam C. Shiff $325 per hour c) Robert M. Novick $285 per hour d) Athena F. Foley $250 per hour Bank of America and the Informal Committee of Secured Noteholders, object to the Committee's pitch for more legal firepower. Mark D. Collins, Esq., and David S. Walls, Esq., representing the Informal Committee, advance several arguments: * First, the Official Committee's current legal team has already submitted applications to the Court for "several hundred thousand dollars;" * Second, in its Application, the Official Committee fails to explain the nature and severity of the potential conflicts. Observers cannot tell if the proposed firm has similar conflicts that have yet to surface. * Third, the Informal Committee is concerned that new counsel will only provide duplicative services at the expense of the estate. For example, it is unlikely the proposed firm will accept all conclusions drawn by the current co-counsel. Therefore, they will engage in search and discovery for issues that current co-counsel has already completed and billed for. * Fourth, the Official Committee admits it knew these conflicts existed, yet it waited until the last minute to hire additional counsel. * Lastly, the Informal Committee says that at this point, it needs to preserve the value of the estate. According to its calculations, the Unsecured Creditors are clearly out of the money anyway and will receive little or nothing under the Plan of Reorganization. The Official Committee, the Informal Committee charges, proposes to spend the Secured Creditors' money to employ unnecessary professionals at no cost to the Unsecured Creditors. (Fruit of the Loom Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service, Inc., 609/392-0900) GENEVA STEEL: Disclosure Statement in Support of Debtors' Plan Approved ----------------------------------------------------------------------- Geneva Steel Company (GNVSQ) announced that the Disclosure Statement for its Plan of Reorganization was approved by the United States Bankruptcy Court for the District of Utah on August 24, 2000. The Plan is proposed jointly by the Company and the Official Committee of Bondholders in the Company's Chapter 11 case. It is also supported by the Official Committee of Unsecured Creditors. The Bankruptcy Court will conduct a hearing on confirmation of the Plan on October 13, 2000, at 9:00 a.m. The Disclosure Statement and Plan will now be distributed to creditors, bondholders and shareholders. Creditors and bondholders will receive ballots requesting them to accept or reject the Plan. Ballots and objections to the Plan, if any, must be submitted by October 6, 2000. As previously reported, the Plan will significantly reduce the Company's debt burden and provide additional liquidity in the form of a $25 million capital infusion through the issuance of convertible preferred stock, a $110 million term loan that is guaranteed 85% by the United States government, and a $125 million revolving line of credit. The Company's prebankruptcy unsecured creditors will receive, in lieu of cash payments, substantially all of the common stock of the Company and the right to purchase the convertible preferred stock. The prebankruptcy holders of the Company's common and preferred stock will not receive a distribution under the Plan. In the event that creditors do not purchase all of the preferred stock, the Company has entered into a standby purchase agreement that ensures the full $25 million in new capital will be raised. The objective of the Plan is to restructure the Company's balance sheet to (i) significantly strengthen the Company's financial flexibility throughout the business cycle; (ii) fund required capital expenditures and working capital needs; and (iii) fulfill those obligations necessary to facilitate emergence from Chapter 11. The Company, with Citicorp USA, filed an application on January 31, 2000, for a U.S. government loan guarantee under the Emergency Steel Loan Guarantee Program. The application sought an 85% guarantee for the $110 million term loan incorporated into the Plan. The Emergency Steel Loan Guarantee Board extended an offer of guarantee to Citicorp, USA on June 30, 2000. "We believe that the Plan will achieve our stated objectives and position Geneva as a strong competitor. Although the Chapter 11 process has been difficult, it has allowed the Company to address the financial issues that made us vulnerable to market disruptions," said Joseph A. Cannon, chairman and chief executive officer of the company. The Company is represented by the firms of Cadwalader, Wickersham & Taft and LeBoeuf, Lamb, Greene & MacRae LLP, as bankruptcy counsel, and The Blackstone Group, L.P., as financial advisor. There can be no assurance at this time that the Plan proposed by the Company and the Bondholders' Committee will be confirmed by the Bankruptcy Court either on the schedule set forth above or at all, or that, if confirmed and consummated, the Plan will achieve the objectives described above. Similarly, there can be no assurance that the financings contemplated by the Plan can be obtained on terms favorable to the Company, or at all. Geneva Steel is an integrated steel mill operating in Vineyard, Utah. The Company manufactures steel plate, hot-rolled coil, pipe and slabs primarily in the Western and Central United States. GENESIS/MULTICARE: Sysco Moves to Reclaim Goods From Genesis --------------------------------------------------------------- Sysco Corporation was a supplier of food products and other goods to Genesis Health Ventures, Inc., and The Multicare Companies, Inc., prior to their petition dates. In the ordinary course of business Sysco delivered goods to the GHV Debtors in the value of $109,772 within 10 days after the commencement of the chapter 11 cases, Sysco tells the Court in its motion with respect to the GHV Debtors. Sysco asks the Court to authorize reclamation of the goods pursuant to section 546(c) of the Bankruptcy Code or alternatively grant Sysco an administrative expense claim or a lien in the amount of $109,772. Sysco tells the Court that it delivered goods to the Multicare Debtors in the value of $477,833, and it seeks authorization for the reclamation of the goods pursuant to section 546(c) of the Bankruptcy Code or alternatively for an administrative expense claim or a lien in the amount of $477,833. (Genesis/Multicare Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-0900) HARNISCHFEGER INDUSTRIES: Board Elects John Nils Hanson As New Chairman ----------------------------------------------------------------------- Harnischfeger Industries, Inc. (OTC Bulletin Board: HRZIQ) announced the election of John Nils Hanson as Chairman of the Board. In addition to his role as Chairman, he will continue as President and Chief Executive Officer. Hanson succeeds Robert B. Hoffman who will continue to serve as a non- employee Director. Hoffman played an important role in developing the financial strategies of the Company immediately prior to and during its reorganization under chapter 11. Harnischfeger Industries, Inc. is a global company with business segments involved in the manufacture, service and distribution of equipment for surface mining (P&H Mining Equipment) and underground mining (Joy Mining Machinery). HEILIG-MEYER: 7-Member Creditors' Committee Taps Akin Gump as Lead Counsel -------------------------------------------------------------------------- Pursuant to 11 U.S.C. Sec. 1102, the United States Trustee, consistent with his duty toomnitor chapter 11 cases pending before the U.S. Bankruptcy Court for the Eastern District of Virginia, appoints these ceditors of Heilig-Meyers Company (Case No. 00-34533), Heilig-Meyers Furniture Company (Case No. 00-34534), Heilig-Meyers Furniture West, Inc. (00-34535), HMY RoomStore, Inc. (Case No. 00-34536), HMY Star, Inc. (Case No. 00-34537), and MacSaver Financial Services, Inc. (Case No. 00-34538) , to serve on the Official Committee of Unsecured Creditors: Wells Fargo Bank Minnesota, N.A. Attn: Lon P. LeClair, Vice President Sixth and Marquette; N9303-120 Minneapolis, Minnesota 55479 Phone :(612) 667-4803 Facsimile:(612) 667-9825 Email : lon.p.leclair@wellsfargo.com Fidelity Management & Research Company Attn: William B. Wall 82 Devonshire Street, E20E Boston, Massachusetts 02109 Phone :(617) 563-0505 Facsimile:(617) 476-7774 Email : bill.wall@fmr.com EULER American Credit Indemnity Company Attn: Kevin P. McCann VP Claims & Recovery/AGC 100 East Pratt Street Baltimore, Maryland 21202-1008 Phone :(410) 554-0727 Facsimile:(410) 554-0883 Email : kevin.mccann@eulergroup.com The Dreyfus Corp. Attn: Lou H. Geser 200 Park Avenue, 55th Floor New York, New York 10166 Phone :(212) 9922-6177 Facsimile:(212) 922-4856 Email: geser.lh@dreyfus.com Klaussner Furniture Ind., Inc. Attn: Robert Shaffner, CFO P.O. Drawer 220 Asheboro, North Carolina 27204 Phone :(336) 625-6175 Facsimile:(336) 625-5372 Email : b.shaffner@klausner.com Action-Lane Industries Attn: Larry Witcher P.O. Box 1627 Tupelo, Mississippi 38802 Phone :(662) 566-7211 Facsimile:(662) 566-3390 Email : LarryW@action-lane.com Kroehler Furniture/CIT Group Attn: James Romano 301 South Tryon Street Charlotte, North Carolina 28202 Phone :(704) 339-2886 Facsimile:(704) 339-2822 Email : james.romano@cit.com At the Committee's first meeting, the members voted to retain Akin, Gump, Strauss, Hauer & Feld, L.L.P., as its lead counsel in Heilig-Meyer's chapter 11 cases. Stanley J. Samorajczyk, Esq., Mark D. Taylor, Esq., and Sam J. Alberts, Esq., lead the engagement from Akin Gump's Washington, D.C., office, assisted by attorneys in New York, including Michael S. Stamer, Esq. INTEGRATED HEALTH: Cleco Stipulation For Assurance Of Utilities Payment ----------------------------------------------------------------------- Pursuant to a provision in the Bankruptcy Court's First Day Utilities Order concerning assurance of future payment for utility companies under 11 U.S.C. Sec. 366, the Debtors and Cleco Corporation entered into a Stipulation whereby the Debtors will remit an additional deposit of $5,500 to Cleco, in addition to the Debtors' current balance of $20,989 relating to their prepetition accounts with Cleco. The total sum of this Security Deposit will bear interest according to Cleco's governing tariffs and regulations and will be refundable. The Stipulation also expressly provides that any undisputed charge for post-petition utility services furnished by Cleco to the Debtors will constitute an administrative expense. In the event of default of payment in the absence of a good faith dispute, and the default is not cured within five business days after written notice, Cleco may terminate post-petition services to the Debtors without further order of the Court. Judge Walrath approved the Stipulation in all respects. (Integrated Health Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc., 609/392- 0900) JD SERVICES: Sale Lake City Faces Financial Crisis Files For Reorganization --------------------------------------------------------------------------- JD Services Inc. (JDS), a Salt Lake City company named one of last year's fastest-growing Utah companies by the Mountainwest Venture Group, filed for chapter 11 bankruptcy protection last week, according to the Salt Lake Tribune. JDS is among the nation's largest providers of prepaid calling cards. Last year, JDS claimed it was selling more than 2 million cards a month and had revenue of $142 million. It expected sales of more than $300 million this year. According to JDS' Chapter 11 petition, the company owes more than $35 million to its 20 largest unsecured creditors. It owes MCI Worldcom more than $27 million. (ABI 28-Aug-00) LEARNINGSMITH, INC.: Boston Judge Caps NYC Lawyers' Hourly Rate at $370 ----------------------------------------------------------------------- New York counsel for a committee of unsecured creditors was entitled to compensation at the rates charged by comparably qualified attorneys in Boston, the locality where the case was pending. Counsel brought no special expertise to the case that the local bar could not have provided. Although, in its first two months, the case had been unusual and demanding, after counsel's involvement it required only ordinary competence in Chapter 11 work. Further, counsel was not uniquely qualified to perform its task of drafting the plan of reorganization. Accordingly, the firm's partners' hourly rates were capped at $370, its associates' rates were reduced from $250 to $200 per hour, and its paralegal's rate was reduced from $135 to $110 per hour. In re LearningSmith, Inc., 2000 WL 502481 (Bkrtcy.D.Mass.) (West Group's CoreContent Bankruptcy newsletter 28-Aug-2000) MARINER POST-ACUTE: GranCare's Motion To Reject Quail Leases And Subleases -------------------------------------------------------------------------- GranCare, Inc. sought and obtained the Court's authority to reject a real property lease and sublease which together produce no value to GranCare and its estate due to the sublessee's substantial rental default. GranCare is part of Mariner Post-Acute Network, Inc., reorganizing under chapter 11 in Wilmington, Delaware. GranCare leased the property commonly known as Quail Ridge Health Care Center, located at 1440-168th Avenue , San Leandro, California from Kay Enterprises et. al. at a current monthly rate of $24,364 and subleased it at $48,727 to Trinity which operates a skilled nursing care facility there. To induce the landlord to consent to the Sublease, GranCare agreed to pay the landlord 20% of the premium from the sublease in addition to the monthly lease payment. Trinity has intermittently failed to make Sublease payments and has accumulated arrearages of approximately $600,000 through June 30, 2000, excluding penalties and interest. However, GranCare continues to pay the landlord both the regular lease payments and the lease premium, in the total amount of $29,236 through June 30, 2000, scheduled to increase to $30,040 in August, 2000. The landlord's attempt to identify a replacement tenant has been futile. GranCare has determined that it cannot operate the Facility profitably. Rejecting the sublease first and then locating a new subtenant is not desired by GranCare, given the costs associated with marketing the lease, the cure amounts that may be required for the assumption and assignment of the lease and the continued payment of administrative rent during the marketing period. Accordingly, GranCare, in its business judgment, has determined that the best course of action is to reject the lease. GranCare preserves the rights to challenge any claims or to raise any claim related to the matter. (Mariner Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc., 609/392-0900) MEDPARTNERS PROVIDER: Creditors Vote to Accept Second Amended Plan ------------------------------------------------------------------ Creditors of MedPartners Provider Network, Inc., voted to accept the Second Amended Chapter 11 Plan of Reorganization, by a wide, wide margin, Robert J. Moore, Esq., of Milbank, Tweed, Hadley & McCloy, LLP, tells the Honorable Barry Russell in anticipation of confirmation of the plan by the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division. Staff at PricewaterhouseCoopers LLP, at the behest of Patricia Naegely, a Milbank paralegal counted and tabulated ballots cast by creditors holding impaired claims. The final tally: Plan Dollars Claims Dollars Claims Class Accepting Accepting Rejecting Rejecting ----- --------- --------- ---------- --------- 3 $1,642,489,824 364 $3,545,913 14 3A 227,042,748 356 3,545,913 14 3B 3,696,031 2 0 0 3F 1,411,751,045 6 0 0 POCKET COMMUNICATIONS: Joint Motion to Approve Purchase & Sale Agreement ------------------------------------------------------------------------ Pocket Communications, Inc. and its debtor-subsidiary DCR PCS, Inc.; and Pacific Eagle Investments, Ltd., Pacific Eagle Investment (L) Limited, Masa Telecom, Inc., Masa Telecom Asia Investment Pte. Ltd, Ericsson Inc.; and Siemens Information and Communication Networks, Inc., the Debtors' lender, seek an order approving bidding procedures with respect to the proposed sale of certain personal communications services C Block licenses issued by the FCC to Seller Sub, to Leap Wireless International, Inc., including payment of the break-up fee to the purchaser. The Bidding Procedures Order authorizes and approves the Bidding Procedures including a proposed break-up fee in the amount of $4.2 million to be paid to the purchaser in the event that it is not the winning bidder; and the form of notice of the auction and the hearing on the sale. The movants have determined that the current favorable market for PCS wireless licenses and the approaching Buildout Deadline warrant the prompt sale of the licenses to Purchaser or to another winning bidder. The movants seek immediate approval of the Bidding Procedures Order and the subsequent approval of the Agreement and the Sale at the Sale Hearing. Pursuant to the Agreement, the debtors will sell the Licenses to purchaser for the sum of $132.8 million, or such higher amount bid by purchaser at the auction. The Licenses consist of the eleven 15-mhz licenses and the one 30-mhz license retained by Seller Sub. These assets comprise substantially all of the debtors' assets. A qualified bidder at the auction must be an entity qualified to hold C Block personal communications services licenses under FCC rules. The bidder must bid no less than the sum of the proposed purchase price, the Break-up Fee of $4.2 million and $1 million, the "minimum overbid amount." If the movants receive at least one qualified bid, an auction will be held at the offices of Morrison & Foerster LLP, 2000 Pennsylvania Avenue, NW, Washington DC on October 12, 2000 beginning at 10:00 AM. The sale hearing is tentatively scheduled for October 16, 2000 at 10 AM. PRISON REALTY: Milberg Weiss Announces Settlement Of Shareholder Lawsuit ------------------------------------------------------------------------ Milberg Weiss announced the settlement of several related class and derivative stockholder lawsuits involving Prison Realty Trust Inc. (NYSE:PZN) and Corrections Corporation of America for a total recovery of more than $120 million. The settlement represents the largest shareholder class action recovery ever in Tennessee. Milberg Weiss senior partner, William S. Lerach, stated, "We are very gratified to be able to have obtained a recovery of this size on behalf of the shareholders we and other lawyers represent in these cases." The Settlement involves the payment of more than $48 million in cash and shares of Prison Realty common stock with a guaranteed value of more than $72 million. As part of the Settlement, defendants also agreed to significant improvements in Prison Realty's corporate governance procedures. The following groups of persons who timely file valid proofs of claim will share in the recovery: stockholders of CCA Prison Realty Trust ("Old PZN") who exchanged their shares of Old PZN for shares of Prison Realty Corporation ("New PZN") in connection with the Jan. 1, 1999 merger between CCA and Old PZN (the "Merger"); persons who purchased New PZN shares between Jan. 1, 1999 and Dec. 27, 1999; persons who purchased shares of CCA between April 24, 1997 and April 20, 1998; and CCA shareholders who exchanged their CCA shares for New PZN shares in the Merger. The settlements are subject to the execution of a definitive settlement agreement, notice to shareholders and court approval. Mr. Lerach continued, "Achieving this settlement, even after Congress amended the federal securities laws in 1995 to make it more difficult for stockholders to pursue fraud claims against public companies and their managers, demonstrates that determined and skillful lawyering can still produce superior results." Mr. Lerach added that "we wish to pay special tribute to Professor Eric Green of Boston University, who served as the mediator in these litigations and helped to bring about this settlement. Without Professor Green's leadership and the good faith approach of Prison Realty's current Chairman and CEO and their liability insurance carriers, such a superior result would not have been possible." RELIANCE GROUP: Fitch Ratchets Credit Ratings Further Downward -------------------------------------------------------------- Fitch, the international rating agency formed through the merger of Duff & Phelps Credit Rating Co. and Fitch IBCA, announced a downgrade of Reliance Group Holdings, Inc.'s (Reliance) senior debt ratings to 'C' from 'CC' and Reliance Insurance Group's insurer financial strength ratings to 'DDD' from 'B'. The ratings remain on Rating Watch Negative. The ratings are listed below. This action follows the announcement of an agreement between Reliance's lead insurance subsidiary, Reliance Insurance Company, and the Pennsylvania Insurance Department that the company would seek regulatory approval before executing any major financial agreements. These agreements include upstream dividend payments to the parent holding company, sales of material assets, merging with another organization, or entering into new reinsurance arrangements. Under Fitch's insurer financial strength rating definitions, the 'DDD' rating category includes insurers that have been subjected to some form of regulatory intervention. Reliance has been active in selling renewal rights to various books of business in recent months. The company's current plan is to operate its insurance business in a run-off mode, continuing to seek sales of its various remaining business segments and non-renewing segments that are not sold. Given these circumstances, Fitch believes that Reliance faces great uncertainty in refinancing debt that comes due later this year, including approximately $230 million of bank financing and $284 million of publicly traded debt that matures in November. Reliance has primary operations in property/casualty insurance and information technology consulting. The company reported consolidated GAAP assets of $13.9 billion and shareholders' equity of $454 million at June 30, 2000. Reliance Group Ratings * Financial Strength Ratings on Rating Watch Negative -- Reliance Insurance Company lowered to 'DDD' from 'B'. -- Reliance National Insurance Company lowered to 'DDD' from 'B'. -- Reliance National Indemnity Company lowered to 'DDD' from 'B'. -- United Pacific Insurance Company lowered to 'DDD' from 'B'. -- Reliance Insurance Company of Illinois lowered to 'DDD' from 'B'. -- Reliance Insurance Company of California lowered to 'DDD' from 'B'. -- Reliance National Insurance Co. of NY lowered to 'DDD' from 'B'. -- United Pacific Insurance Co. of New York lowered to 'DDD' from 'B'. * Debt Ratings on Rating Watch Negative Reliance Group Holdings, Inc. a) Senior Debt lowered to 'C' from 'CC'. b) Subordinated Debt lowered to 'C' from 'CC'. SERVICE MERCHANDISE: Subleases Projected to Yield $4.5MM in Annual Rents ------------------------------------------------------------------------ Service Merchandise Corp. has come to agreements with Office Depot, A.C. Moore and Bed Bath & Beyond regarding subleases for portions of its stores. This week's edition of F&D Reports' Scrambled Eggs publication relates that SMCO obtained Bankruptcy Court approval for its plan to sublease portions of 19 stores to T.J. Maxx. TJM will have to negotiate with each of the affected landlords, based on the decision of the Bankruptcy Court not to grant the portion of Service Merchandise's motion to enforce "non- disturbance agreements" that would have forced landlords to honor the subleases even if Service Merchandise subsequently surrendered its primary lease. Overall, the Company believes subleasing agreements may provide $4.5 million in annual rental revenue, will boost customer traffic and reduce the carrying costs for the properties as regards the cost of insurance and other costs for the properties, as well as covering a portion of the property taxes on the locations, F&D said. SMART TALK: Juno Launches Counterattack in "Good Faith" Discovery ----------------------------------------------------------------- Manhattan lawyers Lawrence P. Gottesman, Esq., and Catherine M. McGrath, Esq., of Brown Raysman Millstein Felder & Steiner, LLP, convinced Judge Blackshear at a hearing on August 22, that the discovery process isn't a one-way street. Smart World Technologies, et al., will get the 22 categories of documents Douglas T. Tabachnik, Esq., of Old Bridge, New Jersey, demanded that Juno Online Services, Inc., produce in anticipation of an evidentiary hearing on September 6, 2000, before the U.S. Bankruptcy Court for the Southern District of New York, on the issue of Juno's "good faith" in connection with a certain sale of the Debtors' assets. At the same time, Juno will look for the Smart World Debtors to produce documents responsive to its 22 requests: Request No. 1. Documents sufficient to identify the business structure of the Debtors, including any operating agreements, articles of formation, articles of organization, articles of incorporation, by-laws and minutes from any shareholder meetings. Request No. 2. All documents relating to the business structure of the Debtors, including any operating agreements, articles of formation, articles of organization, articles of incorporation, by-laws and minutes from any shareholder meetings. Request No. 3. Documents sufficient to identify the initial and subsequent capitalization of the Debtors. Request No. 4. All documents relating to the initial and subsequent capitalization of the Debtors. Request No. 5. Documents sufficient to identify any guarantees or similar undertakings of any obligations of the Debtors. Request No. 6. All documents relating to any guarantees or similar undertakings of any obligations of the Debtors. Request No. 7. All documents relating to the Term Sheet, including those relating to any meetings, negotiations and/or bids for the Freewwweb Referral lists, all drafts and the final executed version of the Term Sheet and any payments that the Debtors received relating to the Term Sheet. Request No. 8. All documents and technical manuals relating to the transfer of Subscribers from the Debtors to Juno, including, without limitation, documents exchanged prior to June 19, 2000, between Juno, Worldcom, UUNet, the Committee and the Debtors, including, to the extent not otherwise requested, all documents between counsel for such parties. Request No. 9. All documents relating to the Debtors' decision to file for bankruptcy relief. Request No. 10. To the extent not otherwise requested, all documents relating to the transfer of Subscribers to Juno. Request No. 11. To the extent not otherwise requested, all documents of the Debtors relating to the transfer of Subscribers to Juno. Request No. 12. All documents relating to the documents (including such documents) that Debtors intend to introduce at the hearing on the matter of Juno's "good faith" on September 6, 2000, or on any adjourned date of such hearing. Request No. 13. All documents relating to any loans made by any person or entity to the Debtors. Request No. 14. All documents relating to the payment of any loans, in any form, by the Debtors to any person or entity. Request No. 15. All documents relating to the Debtors' transfer to Juno of Subscribers e-mail addresses and passwords, including all documents relating to the "secret question" data used to verify each Subscriber's identity in the event the subscriber forgets his or her password. Request No. 16. All documents relating to web pages created by the Debtors to promote or market its free web access, including a copy of each such web page. Request No. 17. All documents relating to the ISP address of each DNS server utilized by the Debtors, including the actual ISP address of each DNS servers. Request No. 18. All documents between the Debtors and one or more of the MDs or any other person or entity relating to the forwarding of any ISP address of any of the Debtors' DNS servers. Request No. 19. To the extent not produced in response to any of the foregoing Requests, all documents relating to Juno, MDs, UUNet, Worldcom, the Committee and Snap.com including all those documents that Debtors sent to or received from Juno, MDs, UUNet, Worldcom, the Committee and Snap.com. Request No. 20. To the extent not produced in response to any of the foregoing Requests, all documents relating to the MDs. Request No. 21. To the extent not produced in response to any of the foregoing Requests, all documents relating to any consideration payable by Juno to the Debtors pursuant to the Term Sheet. Request No. 22. To the extent not produced in response to any of the foregoing Requests, all documents relating to the Debtors' assertion in their objection, dated August 1, 2000, to MD's "Motion for Order Requiring Debtors to Assume or Reject Master Distribution Agreements" that alleges "[a]t the time of the Sale Order, the Debtors had approximately 1.7 million registered subscribers whose user names and passwords have all been transferred over to Juno. As a result, the current consideration due under the Juno Agreement is $3,500,000 in cash and $79,000,000 in Juno stock plus additional sums as and when other registered subscribers convert over to Juno." TOKHEIM CORP: Commences Prepackaged Financial Restructuring Under Chap. 11 -------------------------------------------------------------------------- Tokheim Corporation (OTCBB:TOKM) announced that it has filed its previously announced prepackaged plan of reorganization for the Company and its U.S. subsidiaries with the overwhelming support of its banks and bondholders. The Company has filed a Chapter 11 petition in the United States Bankruptcy Court for the District of Delaware. The Company's non-U.S. subsidiaries would not be affected. The Company has filed motions for court approval to continue to pay its employees and trade creditors in the normal course of business, which motions are expected to be approved by the court shortly. The restructuring plan does not contemplate any factory closures or headcount reductions. The Company also announced that, concurrent with the court filing, it has filed a motion for authority to enter into a credit agreement with its lending group to provide the Company with an approximately $48 million debtor-in-possession (DIP) credit facility which will be converted into a 5 year revolving facility upon the Company's emergence from the restructuring process. Douglas K. Pinner, Chairman, President and Chief Executive Officer of Tokheim, stated: "We are gratified by the extremely strong support of our banks and bondholders in endorsing our plan. The plan will enable the Company to achieve greater financial stability in the wake of the unforeseen market disruption caused by the mergers among the major oil companies and by the weakening of European currencies against the U.S. dollar. With bank and bondholder approval and financing in place, today's filing represents an important step in the successful completion of Tokheim's broader restructuring plan. We intend to petition the Court for a confirmation hearing as quickly as possible. "Once we have completed this process, we expect Tokheim to emerge as a stronger company with a sound financial structure that is appropriate not only for today's level of business activity but also for the expected future growth of the business as the major oil companies and the distributor business segment resume normal levels of capital investment. We will have the reinforced financial foundation on which Tokheim can continue to build its position as the global leader in its industry, bringing continued leadership in technology, quality, focus and customer service." Pursuant to the plan, which is subject to court approval, the Company's employees' rights to receive cash redemptions of preferred stock held by the Retirement Savings Plan (RSP) will be preserved. Under the terms of the prepackaged financial restructuring plan, the Company's approximately 12,669,000 shares of outstanding common stock will be cancelled. In exchange for their notes, the holders of $260 million of senior and junior subordinated notes and certain other unsecured creditors will receive 4,500,000 shares of new common stock representing 90 percent of the equity value of the restructured Company, subject to dilution for warrants to existing shareholders and management options. Members of the bank group will receive warrants with a 5 year term to purchase 678,334 shares of the new common stock at an exercise price of $0.01 per share. Holders of existing common stock, which will be cancelled, will receive warrants with a 6 year term giving them the right to acquire an aggregate of 549,451 shares of the new common stock of the reorganized Company at an exercise price of $49.50 per share. Tokheim, based in Fort Wayne, Indiana has grown to become the world's largest producer of petroleum dispensing devices. Tokheim Corporation manufactures and services electronic and mechanical petroleum dispensing systems. These systems include petroleum dispensers and pumps, retail automation systems (such as point-of-sale systems), dispenser payment or "pay-at-the-pump" terminals, replacement parts, and upgrade kits. URANIUM RESOURCES: Private Placement Raises $730,000 ---------------------------------------------------- Uranium Resources, Inc. has raised $730,000 of equity by the issuance of 7.3 million shares of common stock at $0.10 per share to a group of private investors. The investors were also issued five-year warrants to purchase an aggregate of 5,475,000 shares of common stock at an exercise price of $0.20 per share. The company also has signed a letter of intent with Texas regulatory authorities and the company's bonding company that, when finalized, would provide the company access to up to $2.3 million of company funds pledged to secure the company's restoration bonds. Approximately $250,000 has been released to the company to date under the letter of intent. The funds are being used by the company to perform restoration at the its Kingsville Dome and Rosita mine sites in South Texas. When finalized, the term of the agreement is expected to run through the end of 2001. Discussions to finalize this agreement are ongoing and are expected to be completed in August 2000. Uranium Resources reports that certain key employees will convert approximately $186,756 of previously deferred compensation into shares of common stock at $0.20 per share. These persons will also continue to defer a portion of their compensation and will be entitled to convert that deferred compensation into shares of common stock at $0.20 per share. The company will also issue certain key employees stock options to acquire a total of 2.25 million shares of common stock at $0.20 per share, subject to stockholder approval. In addition, the company will allow holders of current outstanding options covering 903,632 shares of common stock at prices ranging from $0.25 per share to $17.00 per share to surrender these options for new options with an option price of $0.20 per share. In other news, the company also has reached a compromise with its regulatory counsel settling an outstanding indebtedness of approximately $560,000 for a payment of $100,000 in cash, the assignment of certain claims, the issuance of 720,000 shares of common stock and an agreement to issue an additional 200,000 shares upon the occurrence of certain events. Further, the company also has finalized its previously announced settlement with the Liquidating Trustee in connection with the bankruptcy of Oren Benton and certain of his affiliated companies. Under the settlement, the Trustee released the company from approximately $1.6 million in claims in exchange for the company releasing certain claims, assigning certain claims to the Trustee and the issuance of the company's $135,000 promissory note that requires no payments until maturity on July 17, 2005 and is convertible by the Trustee into shares of common stock at $0.75 per share. The note is secured by a deed of trust covering the company's Kingsville Dome and Rosita properties. Paul K. Willmott, Chairman and CEO stated "I am pleased that our efforts over the last year to maintain the financial viability of URI are having some success. The company's near-term ability to survive the downturn in the uranium market was dependent upon the completion of the equity offering and the implementation of the agreement with the Texas agencies and our bonding company. The agreements we have announced today should permit the company to remain operating for another five months. It will be necessary, however, to obtain additional funds to permit us to survive thereafter, and our efforts will be ongoing. Unless other funds become available from future sources and the restoration agreement is finalized in a timely fashion, the company would more likely than not have to seek bankruptcy protection before the end of January 2001." VENCOR: Debtors' Fourth Motion To Extend Time To Assume & Reject Leases ----------------------------------------------------------------------- Vencor, Inc., and its debtor-affilates are still collecting data regarding the assumption or rejection of the Leases. It is very important, the Debtors note, that they make informed judgment on how each lease will fit into the reorganization which they are still negotiating. The Debtors again draw the Court's attention to the magnitude and complexity of the their operations, the task in gathering information from voluminous documents, books and records in order to determine whether the Leases should be assumed or rejected, which is complicated by the geographic dispersion of the leases properties and the existence of subleases. To avoid premature assumption thus creating substantial administrative expense claims, and premature rejection which will impair their ability to operate, the Debtors seek a further extension of 91 days, from September 11, 2000 to December 11, 2000, of the period for assumption or rejection of non-residential real property leases under Section 365(d)(4) of the Bankruptcy Code. For the purpose of seeking such an extension, the Debtors as before include in the motion certain instruments or financing arrangements that are not true leases so that such instruments will not be deemed automatically rejected if they are found to be true leases after deadlines for assumption or rejection. They also include leases of hospitals and nursing centers so that these will not be deemed automatically rejected if they are found to be non-residential after the deadline. Leases and subleases under which the Debtors are lessors or sub-lessors are also included because the Debtors desire an extension of the time to assume or reject these leases to be concurrent with the extension of time requested in the motion. (Vencor Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service, Inc., 609/392-0900) VIDEO CITY: Case Summary and 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Video City, Inc. 9998 Global Road, 2nd Floor Philadelphia, Pennsylvania 19115 Type of Business: Video Store Rental Chain Chapter 11 Petition Date: August 24, 2000 Court: Central District of California Bankruptcy Case No: 00-34254 Judge: T. Donovan Debtor's Counsel: Gary Klausner, Esq. Troop Steuber Pasich Reddick & Tobey 2029 Century Park East, Suite 2400 Los Angeles, California 90067 Tel:(310) 728-3200 Fax:(310) 728-2200 Total Assets: $ 21,216,204 Total Debts : $ 45,791,826 20 Largest Unsecured Creditors Ingram Entertainment 2 Ingram Boulevard La Vergne, TN 37089 (800) 621-1333 ext 4456 TradeDebt $ 10,912,621 Rentrak One Airport Center 7700 NE Ambassador Pl Portland, OR 97220 (503) 284-7581 ext 29 TradeDebt $ 8,861,578 International Video Post Office Box 945 Hightstown, NJ 08520 (609) 426-1777 TradeDebt $ 1,598,033 Warner Home Video 2184 Collection Ctr Dr Chicago, IL 60693 (818) 843-6311 TradeDebt $ 1,156,062 Pioneer Entertainment Post Office Box 100314 Pasadena, CA 91189 (213) 746-6337 TradeDebt $ 557,403 Buena Vista Home Video 5045 Collection Ctr Dr Chicago, IL 60693 (818) 553-7822 TradeDebt $ 385,960 Valley Media Inc. Post Office Box 2057 1280 Santa Anita Court Woodland, CA 95776 (800) 781-5081 TradeDebt $ 331,895 Latham & Watkins 650 Town Center Drive Suite 2000 Costa Mesa, CA 92626 (714) 540-1835 LegalServices $ 326,703 Bonafide Mgt Systems 241 Lombard Street Thousand Oaks, CA 91360 (805) 777-7666 TradeDebt $ 272,002 Paramount Home Video 556 Melrose Avenue Hollywood, CA 90038 (323) 956-4748 TradeDebt $ 265,209 Security Link TradeDebt $ 245,662 Games Trader Inc TradeDebt $ 187,285 Troy & Gould LegalServices $ 177,569 Baker & Taylor LegalServices $ 175,392 James Howard Loan $ 165,311 Image Entertainment Inc. TradeDebt $ 147,502 Columbia Tristar TradeDebt $ 133,338 Showtime USA Inc TradeDebt $ 128,989 Marshal Morgan Loan $ 120,754 Entertainment Marktplace TradeDebt $ 99,088 * Meetings, Conferences and Seminars ------------------------------------ September 7-8, 2000 ALI-ABA and The American Law Institute Conference on Revised Article 9 of the Uniform Commercial Code Hilton New York Hotel, New York, New York Contact: 1-800-CLE-NEWS September 12-17, 2000 NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES Convention Doubletree Resort, Montery, California Contact: 1-803-252-5646 or info@nabt.com September 15-16, 2000 AMERICAN BANKRUPTCY INSTITUTE Views From the Bench 2000 Georgetown University Law Center, Washington, D.C. Contact: 1-703-739-0800 September 20-22, 2000 RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC. 3rd Annual Conference on Corporate Reorganizations The Regal Knickerbocker Hotel, Chicago, Illinois Contact: 1-903-592-5169 or ram@ballistic.com September 21-23, 2000 AMERICAN BANKRUPTCY INSTITUTE Litigation Skills Symposium Emory University School of Law, Atlanta, Georgia Contact: 1-703-739-0800 September 21-24, 2000 AMERICAN BANKRUPTCY INSTITUTE 8th Annual Southwest Bankruptcy Conference The Four Seasons, Las Vegas, Nevada Contact: 1-703-739-0800 November 2-6, 2000 TURNAROUND MANAGEMENT ASSOCIATION Annual Conference Hyatt Regency, Baltimore, Maryland Contact: 312-822-9700 or info@turnaround.org November 27-28, 2000 RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC. Third Annual Conference on Distressed Investing The Plaza Hotel, New York, New York Contact: 1-903-592-5169 or ram@ballistic.com November 30-December 2, 2000 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Camelback Inn, Scottsdale, Arizona Contact: 1-703-739-0800 February 22-24, 2001 ALI-ABA Real Estate Defaults, Workouts, and Reorganizations Wyndham Palace Resort, Orlando (Walt Disney World), Florida Contact: 1-800-CLE-NEWS March 28-30, 2001 RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC. Healthcare Restructurings 2001 The Regal Knickerbocker Hotel, Chicago, Illinois Contact: 1-903-592-5169 or ram@ballistic.com July 26-28, 2001 ALI-ABA Chapter 11 Business Reorganizations Hotel Loretto, Santa Fe, New Mexico Contact: 1-800-CLE-NEWS The Meetings, Conferences and Seminars column appears in the TCR each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. ********* 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. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $575 for six months delivered via e-mail. 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