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/raid1/www/Hosts/bankrupt/TCR_Public/000911.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, September 11, 2000, Vol. 4, No. 177 Headlines AMERISERVE: Closes Ameriserve of Canada Sale to Priszm Brandz for $1MM APB ONLINE: SafetyTips.com Purchases APBnews.com Assets for $575,000 APPLE ORTHODONTIX: Seeks Extension of Exclusive Period to November 22 BREED TECHNOLOGIES: Extending DIP Facility Maturity & Reducing by $25MM BURLINGTON INDUSTRIES: Moody's Lowers Debt Ratings & Says Outlook Negative CALIFORNIA STATEWIDE: Fitch Downgrades Skilled Nursing Center Bonds To BB- CENTENNIAL COMMUNICATIONS: Shareholders Convene for Annual Meeting Sept. 21 CHEVAL GOLF: Judge Williamson Approves Golf Club's Plan of Reorganization CONSOLIDATED POWER: Files Chapter 7 Petition in Houston CONSOLTEX INC: Moody's Downgrades Debt Ratings Following Covenant Violation COSTILLA ENERGY: Lenders, Voting to Reject, Say Plan Can't Be Confirmed ESSEX CORP.: Receives $2M in Private Placement from Networking Ventures EQUITEX, INC.: Rescission Agreement Unwinds August 1999 Transaction FAIRFAX FINANCIAL: Moody's Revises Outlook Seeing Difficult Turnaround FAMILY GOLF: Chief Judge Bernstein Grants Exclusivity Extension To Nov. 30 GEOGRAPHICS, INC.: Shareholders Meet on Sept. 28 in Milwaukee GRAHAM FIELD: Delaware Court Okays Sale of Prism Technologies for $21.5MM HIGH COUNTY: Case Summary and 9 Largest Unsecured Creditors K & CJ: Case Summary and 3 Largest Unsecured Creditors KITTY HAWK: Judge Houser Approves Key Employee Retention Plan KMART CORPORATION: John T. McDonald is New Vice President and Treasurer LENOX HEALTHCARE: Rejecting Buena Vista Convalescent Hospital Lease MASTER GRAPHICS: Requests November 15 General Claims Bar Date MERISEL: Projects Insufficient Liquidity over the Next 12 Months MICHIGAN HEALTH: Chapter 7 Trustee Prepares $9.5MM Interim Distribution NEW AMERICAN HEALTHCARE: Bidding Procedures for Memorial Hospital in Place NIAGARA MOHAWK: National Grid Acquires Electric And Gas Utility In New York PHYCOR, INC.: Deterioration Prompts Moody's to Junk all Debt Ratings PHYSICIANS RESOURCE: Eye Clinics Challenge Debtors' Disclosure Statement PRIME SUCCESSION: Confirmation Hearing Set for September 28 in Wilmington PRISON REALTY: Dobbin Partners Supports Prison Realty's Restructuring PURINA MILLS: Koch Agriculture Discloses 5.2% Equity Stake in New Purina RIDGECREST VILLAGE: Fitch Rates Iowa Bonds Series 2000A at BBB- RELIANT BUILDING: Reorganization Plan Divests "One or Two" Business Units STROUDS, INC.: Says it Has Sufficient Liquidity & Ample Holiday Inventory STROUDS, INC.: Stock Trading Halted by Nasdaq TEXFI INDUSTRIES: S.D.N.Y. Approves Second Extension of DIP Financing THERMATRIX INC: Second Quarter Results Shows Progress with Positive EBITDA TOWER AIR: Trustee Needs Extension of 365(d)(4) Period through Oct. 15 UNITED ARTISTS: Case Summary and 20 Largest Unsecured Creditors UNITED ARTISTS: Delaware Court Approves "First Day" Motions VENCOR, INC.: Right to File Plan of Reorganization Extended to Sept. 29 VERDANT BRANDS: Delisted by Nasdaq, Bankruptcy Likely in Near Future * Bond pricing for the week of September 11, 2000 ********* AMERISERVE: Closes Ameriserve of Canada Sale to Priszm Brandz for $1MM ---------------------------------------------------------------------- AmeriServe Food Distribution, Inc., announced that it has closed the sale of AmeriServe of Canada, Ltd. to a company wholly-owned by Priszm Brandz LP, a Canadian limited partnership, for slightly in excess of $1 million. AmeriServe, headquartered in Addison, Texas, a suburb of Dallas, is one of the nation's largest distributors specializing in chain restaurants, serving leading quick service systems such as KFC, Long John Silver's, Pizza Hut and Taco Bell. APB ONLINE: SafetyTips.com Purchases APBnews.com Assets for $575,000 ------------------------------------------------------------------------- New APB News, Inc., a wholly owned subsidiary of SafetyTips.com purchased all the assets of APBnews.com during an auction held by the U.S. Bankruptcy Court. New APB News, Inc., purchased APBnews.com's assets for $575,000. "We are pleased with the outcome of the auction and look forward to reviving an extraordinary media and consumer resource," stressed SafetyTips.com CEO Yovette Mumford. She reiterated that this relationship allows the two companies to combine their resources to provide an even greater service to the public. She explained that over the next several weeks a transition team will be working to orchestrate an orderly transfer of the assets, and a revival of the Web site. "The quality of the content will continue to live on through New APB News, Inc." APBnews.com has been operating under Chapter 11 bankruptcy protection since July 5, 2000. Mumford commended the commitment and loyalty of the APBnews.com employees and management during this tenuous period, adding that New APB News looks forward to talking with existing and former, and part-time employees as "we work out the details of the transition. SafetyTips.com is a one-stop information and training resource for companies and their employees, and a comprehensive safety resource and community for consumers on the Internet. APPLE ORTHODONTIX: Seeks Extension of Exclusive Period to November 22 --------------------------------------------------------------------- Apple Orthodontix, Inc. seek an extension of the exclusive periods during which the debtor may file reorganization plans and solicit acceptances of such plans. The debtor seeks an extension for 60 days. If the motion is granted, the debtor's Plan Proposal Period would run through and including November 22, 2000, and the Solicitation Period would run through and including January 21, 2001. The debtor states that the size and complexity of this case alone constitutes cause to extend the Exclusivity Periods. The debtor provides administrative and management services to 57 Affiliated practices in 17 states. The debtor's management has already rejected eight unexpired leases, and has negotiated with its sublessor for a new sublease for its corporate headquarters. The debtor's management has negotiated with various Affiliated Practices to ensure compliance with the Service Agreements. There is a Canadian cause of action seeking termination of the Service Agreements, and the debtor ahs entered into a DIP Credit Agreement. The debtor's management and also orchestrated a sale of a substantial portion of the debtor's assets to Orthodontic centers of America. The agreement provides for a purchase price for such assets of $19,924,892. For those practices that did not wish to affiliate with OCA, the debtor and such practices have negotiated for a buyout of the affiliated practice's obligations under the Service Agreement and a purchase of the Affiliated Practice's assets from the debtor. The negotiations have resulted in 13 settlement agreements aggregating approximately $3.3 million in proceeds. In addition, the debtor has reached agreements with 6 additional practices for settlements aggregating $840,000. The debtor is currently negotiating with the remaining affiliated Practices. Once these negotiations are substantially completed, the debtor will be in a better position to propose a reorganization plan. Attorneys for Apple Orthodontix, Inc., are Verner Liipfert, Bernhard, McPherson & Hand and Katten Muchin Zavis. The case is before the US Bankruptcy Court for the Southern District of Texas in Houston. BREED TECHNOLOGIES: Extending DIP Facility Maturity & Reducing by $25MM ----------------------------------------------------------------------- Breed Technologies, Inc. et al. filed an emergency motion, US Bankruptcy Court for the District of Delaware, seeking authority to enter into a third amendment, waiver and consent to their post-petition credit agreement with a group of lenders, the agent of which is Bank of America, NA. The third amendment provides for, among other things, an extension of the termination date under the Post-Petition Credit Agreement from September 30, 2000 to March 31, 2001, the reduction of the total revolving credit commitment under the Post-Petition Credit Agreement from $125 million to $100 million, the Lenders' waiver of certain requirements under the Post- petition credit agreement, and the payment of a non-refundable amendment fee in the amount of $500,000. The firms of Klett Rooney Lieber & Schorling and Pachulski Stang, Ziehl, Young and Jones represent the debtor. BURLINGTON INDUSTRIES: Moody's Lowers Debt Ratings & Says Outlook Negative -------------------------------------------------------------------------- Moody's Investors Service downgraded the long-term debt ratings, senior implied and senior unsecured issuer ratings of Burlington Industries, Inc. The affected ratings include: a) $550 million senior unsecured credit facility due 2001, downgraded to B1 from Ba2; b) $150 million issue of 7.25% senior unsecured debentures due 2027, downgraded to B1 from Ba2; c) $150 million issue of 7.25% senior unsecured notes due 2005, downgraded to B1 from Ba2; d) $100 million senior unsecured shelf registration downgraded to (P)B1 from (P)Ba2; e) Senior Implied Rating downgraded to B1 from Ba2; f) Senior Unsecured Issuer Rating downgraded to B1 from Ba2; The rating outlook is negative. This rating action concludes a review for downgrade initiated on August 4, 2000. The downgrade reflects the increased leverage on a cash flow basis; the weak return on assets; and continued disappointments in the operating performance of the company's apparel and certain textile segments due to waning retail behavior and competition from Asian garment imports. Further, the ratings reflect the inherent cyclicality of the textile and apparel industries as well as the high exposure to fashion risks. However, the ratings are supported by Burlington's diversification across a variety of textile markets; its comparatively strong market position; the company's investments in Mexican production facilities and their high utilization rates; as well as Burlington's clear action plan for dealing with its operating challenges. The negative outlook reflects Moody's opinion that Burlington's current operating challenges will continue to affect the company's operating performance in fiscal 2001. In addition, Moody's expects Burlington to renegotiate its credit facility prior to its maturity in 2001. Moody's notes that while the debentures enjoy a negative pledge, it extends only to certain fixed assets and excludes equipment as well as eligible accounts receivable pledged under the receivables financing agreement. Thus, should the credit facility become secured, the senior notes would be effectively subordinated to outstandings under both the credit facility and the trade receivables facility, at which time the senior notes and the senior unsecured issuer ratings would likely be downgraded. Despite its position as the world's largest and most diversified textile producer, Burlington's operations have not been insulated from the changes in textile and apparel supply chain. The retail reorder rate, which has lagged the rate of consumer purchases, has negatively affected Burlington's top line for most apparel segments. Casualization of the workforce, increased competition from imports, weakening international sales and increases in certain raw material prices have led to the disappointing results of performance wear segment. This segment contributed over 36% of the company's total year-to-date revenues, but the segment's sales have declined approximately 6.3% during the 9 months of fiscal 2000 compared to the 9 months of fiscal 1999. The situation is similar in the home furnishing segment. Despite a strong start in the third quarter, slowdowns occurred in late June, thus causing slower than anticipated growth in segment revenues. Improved conditions in the denim market, benefited Burlington's casual-wear segment sales. Capacity utilization at the company's denim manufacturing plants is high, and unit volume of denim produced is at a peak versus the past couple of years. However, strong global competition has kept denim pricing weak and limits potential margin improvement. Current operating and industry challenges faced by Burlington have resulted in a deterioration of profitability margins and asset utilization rates. For the nine months ending July 1, 2000, the gross profit margin decreased to 13.0% from 13.5% for the comparable period last year. Similarly, the EBIT margin for the period decreased to 3.0% from approximately 3.5% for the nine months ending July 3, 1999. The return on assets, as measured by EBITA to total assets, is low at approximately 3.5% for the nine months ending July 1, 2000, suggesting a potential for future asset write-downs. Burlington's leverage is very high. In addition to the rated bank facility, the company has a $225 million trade receivables financing agreement with a bank that matures in December 2002. For the nine months ending July 1, 2000, debt exceeded the company's cash flow, measured on an EBITA basis, by approximately 13.6 times (total debt to EBITDA for the same period was approximately 6.9 times). As a result of lower profitability, debt protection measures of the company weakened significantly. EBITA coverage of interest expense was only 1.0 times for the first nine months of fiscal 2000, compared to approximately 1.3 times a year ago. (EBITDA coverage of interest for the nine months ending July 1, 2000, was approximately 2.0 times, compared to approximately 2.4 times for the same period last year). Furthermore, EBITA-based coverage of fixed charges, reflective of rent expense but not of current maturities of long-term debt, was very weak at 1.1 times for the nine months ending July 1, 2000. Burlington Industries, Inc., headquartered in Greensboro, North Carolina, is one of the largest and most diversified soft goods manufacturers in the world. CALIFORNIA STATEWIDE: Fitch Downgrades Skilled Nursing Center Bonds To BB- -------------------------------------------------------------------------- The California Statewide Communities Development Authority's $64.3 million revenue bonds, series 2000A (Skilled Community Living of Monterey, Inc., East Bay Care Centers, Inc., Skilled Community Care, Inc. Obligated Group (the Obligated Group) and California Skilled Nursing Facilities $6.7 million revenue bonds, series 2000B (the Obligated Group) are removed from Rating Watch Negative and downgraded from 'BB-' to 'B+'. The bonds are expected to sell the week of Sept. 18 through negotiation by Sutter Securities Incorporated and First Albany Corporation. The primary reason for the downgrade is a state-imposed denial for reimbursement payments for new Medi-Cal and Medicare admissions at two of the six facilities that has been disclosed to Fitch since the bonds were initially rated on Aug. 10, 2000. Fitch expects this denial for reimbursement to be lifted after the sale of the facilities is complete. However, census data at these two facilities indicates that admissions have decreased which has led to a revision of the project's forecasts. As a result projected average coverage of maximum annual debt service (MADS) (including debt service for the series 2000 C subordinated note not rated by Fitch) dropped from 1.5 times (x) to 1.3x. Additionally, profitability is expected to be lower than originally projected in 2001 with an operating margin of negative 0.9% in 2001 growing to 2.3% by 2005 compared to the originally projected 2.6% in 2001 and 5.0% in 2005. This loss in profitability has also resulted in lower than expected forecast cash growth from 2001 through 2005 with days cash on hand expected to reach 103 days at 12/31/05. The credit strengths remain the recent large increases in California's Medicaid reimbursement rates to nursing homes, the Obligated Group's size and service line diversity. Despite the current denial for reimbursement at two of the six facilities the facilities have solid occupancy, which has averaged above 92% historically and is currently at 90%. And with other service lines such as adult in-patient psychiatric care, geriatric psychiatric care in addition to skilled nursing care, the Obligated Group shows some diversity. The Obligated Group's size and service line diversity helps absorb potential shifts in census. Fitch believes that once the denial for reimbursement is lifted the Obligated Group will achieve forecasted financial and occupancy projections. Proceeds of the two issues will be used by the Obligated Group to purchase six skilled nursing facilities in California, and to finance certain renovations at the facilities. The Obligated Group consists of six facilities (844 beds) organized under three distinct 501(c) 3 corporations two of which are located in the Los Angeles, CA. area, and four of which are located within 50 miles of San Francisco, CA. CENTENNIAL COMMUNICATIONS: Shareholders Convene for Annual Meeting Sept. 21 --------------------------------------------------------------------------- The 2000 annual meeting of stockholders of Centennial Communications Corp. will be held at The Waldorf-Astoria Hotel, 301 Park Avenue, New York, NY 10022, on Thursday, September 21, 2000, at 11:00 a.m., local time. The purposes of the meeting are: 1. To elect nine directors to serve until the next annual meeting of stockholders and thereafter until their successors are elected and qualified. 2. To approve the Centennial Communications Corp. and its subsidiaries Employee Stock Purchase Plan. 3. To ratify the selection by the Board of Directors of Deloitte & Touche LLP as independent auditors for the company for the fiscal year ending May 31, 2001. The Board of Directors has set August 25, 2000 as the record date for the meeting. CHEVAL GOLF: Judge Williamson Approves Golf Club's Plan of Reorganization ------------------------------------------------------------------------- Judge Michael Williamson granted the troubled Cheval Golf and Country Club to set its membership value lower. Bankruptcy Judge Williamson approved the reorganization plan to convert shares to "equity certificates" amounting to $6,000 each. The plan, which was approved by majority of the creditors and bondholders, also states a repayment of all financial debts, according to Robert Ableidinger, Club President. Cheval Golf & Country Club filed for Chapter 11 bankruptcy protection last week. The facility is located in a gated community in Lutz, Florida (near Tampa/St. Petersburg) and frequented by professional athletes and corporate executives. Cheval discloses millions of dollars of debts in its bankruptcy filing, including $1,700,000 owed to Bank of America. CONSOLIDATED POWER: Files Chapter 7 Petition in Houston ------------------------------------------------------- On August 22, 2000, Consolidated Power Battery Corporation instituted a Chapter 7 bankruptcy case by filing a voluntary petition with the United States Bankruptcy Court for the Southern District of Texas, Houston Division. The bankruptcy case number is 00-37735-H4-7. CONSOLTEX INC: Moody's Downgrades Debt Ratings Following Covenant Violation --------------------------------------------------------------------------- Moody's Investors Service downgraded Consoltex Inc.'s US$109 million bank credit facility rating to B2 from B1 and downgraded the US$120 million issue of 11% senior subordinated notes due 2003 to Caa1 from B3. At the same time, the senior implied rating was lowered to B2 from B1, and the senior unsecured issuer rating was lowered to B3 from B2. The rating outlook was changed to negative. The downgrade reflects the company's tight liquidity and high leverage in advance of the maturity of Consoltex's bank facility on October 31, 2000; continued history of losses; and deteriorating equity base. Further, the ratings reflect decreasing operating margins, exacerbated by the company's increasing exposure to historically high polypropylene resin costs due to a shift in product mix; operating inefficiencies at certain plants; as well as competitive challenges from imports. However, the ratings are supported by the company's leading market position as Canada's largest manufacturer of woven synthetic fabrics. The negative outlook reflects Moody's expectation that Consoltex's profitability will remain weak and may be further strained by sustained increases in polypropylene resin prices. In addition, Moody's notes that the company is renegotiating a one year rollover of its existing credit facility which matures October 31, 2000. Should the banks not provide a waiver of the technical default under the credit agreement, or finalize a new agreement by October 1st, there exists the possibility that the interest payments on the company's 11% senior subordinated notes would not be permitted. Furthermore, Moody's believes there is an increased risk of a debt restructuring within the next 18 months. The company's textile operations have benefited from the sales growth of curtain fabrics but have been constrained by weak sales of polyester-based fashion and outerwear fabrics. While revenues of the company's polypropylene operations have been strong, escalating prices of raw materials, combined with competition from imports, put significant pressure on the company's top line. Moody's remains concerned with Consoltex's ability to improve its margins in the long run in light of intense competition from North American and Asian competitors as well as continued industry consolidation and verticalization. The company's polypropylene operations have shown a continuous organic growth. In the second quarter 2000 alone, sales growth in Consoltex's Mexican operations was 17.3%. Combined with the 1999 acquisitions of Atlas and Marino, polypropylene sales growth approximated 54% in the first half of 2000, compared to the first half of last year. However, the margins are significantly constrained by historically high prices of polypropylene resin, which show no sign of abating. Currently, the company is in violation of the minimum net worth covenant test under its credit agreement. So far, the violation has not been waived, leaving the company in a technical default. The violation was prompted by foreign exchange losses associated with the weakening of the Mexican Peso and the Canadian dollar against the dollar by mid year 2000. The operational weakness lowered the gross profit margin for the second quarter of 2000, to 21.1% from 23.2% a year ago. Similarly, the gross profit margin for the first half of 2000, decreased to 21.4% from 23.6% a year ago. Working capital consumed cash as evidenced by high inventory days (approximately 114 for the second quarter of 2000) and progressively shortening of accounts payable days. The company's debt protection measurements are inadequate. Excluding the $1.7 million foreign exchange loss for the quarter ended June 30, 2000, EBITA to interest expense is 1.1 times. Going forward, Moody's expects Consoltex to have a limited coverage of interest payments and fixed charges as operating performance is expected to remain volatile. Debt as a percentage of the company's total capitalization is high, at approximately 79% at the end of the second quarter 2000, and may increase in the future as Consoltex will need to refinance its maturing debt and may borrow additional amounts for capital expenditures. On January 1, 2000, the company's subsidiary, Consoltex Inc., was wound up into its holding company, Consoltex Group Inc., and the company subsequently changed its name to Consoltex Inc. At the same time, the company began reporting its results in US dollars and to prepare its financial statements under US GAAP. Previously, it reported its results in Canadian dollars and prepared its financial statements under Canadian GAAP. Consoltex Inc. is headquartered in Montreal, Quebec, Canada. The company is controlled 51%, by virtue of multiple voting shares, by Les Gantiers Holding B.V., which owns 17% of the equity. A subsidiary of American Industrial Partners Capital Fund II, L.P. controls 40% of the voting rights and owns 87% of the equity. Consoltex Inc. manufactures and converts synthetic textiles throughout North America. Its two business segments are: the textile sector (57% of FY 2000 sales); and the polypropylene sector (43%). Consoltex is a vertically integrated manufacturer from the production of its own yarn to cutting and sewing operations for certain product lines. The company's Canadian operation, manufactures synthetic fabrics for use in apparel, outerwear, and home textile products. Balson-Hercules, a U.S. subsidiary, converts acetate lining for menswear and womenswear as well as nylon fabrics used for recreational products, including golf bags and backpacks. It also imports fabrics from Asia and elsewhere and sells fabrics to the retail over-the-counter-market. LINQ, another U.S. subsidiary, manufactures highly engineered polypropylene-based woven industrial textiles. Rafytek, a Mexican subsidiary, and Rafytica, its Costa Rican affiliate, manufacture polypropylene-based industrial textiles as well as woven sacks used for packing bulk products, such as sugar and fertilizer. The company owns all of its manufacturing facilities. COSTILLA ENERGY: Lenders, Voting to Reject, Say Plan Can't Be Confirmed ----------------------------------------------------------------------- Bankers Trust Company, as agent for a group of lenders under a pre-petition loan agreement with Costilla Energy, Inc., tells the U.S. Bankruptcy Court for the Western District of Texas that it has cast its ballot and voted to reject Costilla's liquidating plan of reorganization dated July 7, 2000. John J. Sparacino, Esq., of Andrews & Kirth, L.L.P., tells the Court that Costilla owed the Bank Group (consisting of BTCo, Wells Fargo Bank (Texas), N.A., Den Norske Bank A.S.A., and Foothill Income Trust, L.P.) $26.6 million when the Company filed for bankruptcy on September 3, 1999. That debt was secured by substantially all of Costilla's assets. As previoulsy reported in the Troubled Company Reporter, Costilla liquidated substantially all of its oil and gas assets for $129 million in a sale to Louis Dreyfus Natural Gas in June. By a wide, wide margin, the Bank Group was oversecured. Accordingly, Mr. Sparacino argues, the Bank Group is entitled to post-petition interest and expenses. Costilla's Chapter 11 Plan, the Bank Group charges, shortchanges it by nearly $500,000. If the Plan doesn't make the Bank Group whole, it is non-confirmable pursuant to the best interest test set forth at 11 U.S.C. Sec. 1127(a)(7). The Bank Group points out to the Honorable Ronald B. King, presiding over Costilla's chapter 11 case in Midland, Texas, that the result is far from disastrous for unsecured creditors. Costilla owed $189,346,000 to its unsecured creditor class, including bondholders. The Plan provides for a $84,383,000, or 44.57% distribution. The Bank Group wants to take $474,628 away from unsecured creditors, thus lowering the distribution to $83,908,372, or 44.31% -- a reduction of $2.60 on each $1,000 bond. The Bank Group is further offended at the notion that some bondholders who bought their bonds at less than a quarter-on-the-dollar will realize more than 100% returns on their investments. Henry J. Kaim, Esq., of Sheinfeld, Maley & Kay, P.C., Costilla's lead bankruptcy counsel, and Harry Perrin, Esq., of Weil, Gotshal & Manges, L.L.P., representing Costilla's Official Committee of Unsecured Creditors, have yet to weigh-in with any response to the Bank Group's confirmation objection. ESSEX CORP.: Receives $2M in Private Placement from Networking Ventures ----------------------------------------------------------------------- Essex Corporation (OTC Bulletin Board: ESEX.OB), an optical engineering firm developing breakthrough technologies in Hyperfine Wave Division Multiplexing (HWDM) and Optical Code Division Multiple Access receivers (O- CDMA), announced that it will receive a total of $2 million in private funding from Networking Ventures, L.L.C. and Global Environment Fund. Essex will use this funding to drive the commercialization of its leading-edge optical technologies and to augment its core team of optical engineers. The technologies Essex is creating are the result of more than 10 years of experience in photonics by a dedicated team of 17 optical engineers with 300 years of cumulative experience working at the highest level for the U.S. government and commercial customers. "I have been aware of Essex's considerable optical computing and telecommunications team for some time and was eager to find an opportunity to work with them," said John Hannon, principal at Networking Ventures, L.L.C. "Harry Letaw, former Essex CEO, assembled the finest core team of optical engineers I have ever come across. He did a tremendous job of retaining this team and positioning Essex for the time when photonics and telecommunications came together." "Global Environment Fund's technology group has focused on opportunities in photonics as a major new investment priority for several years. As such, we are very impressed with the technical strengths of Essex, and the company's contributions at the highest levels to the U.S. government," said H. Jeffrey Leonard, President of Global Environment Fund. "We are thrilled to be able to provide resources to fuel the company's commercial rollout." "Global Environment Fund believes that Essex has a backlog of patentable technologies that will help make fiber optic transmission for telecommunications, the Internet and entertainment networks faster, more efficient and more cost-effective," Leonard continued. "We think the Essex team led by Chief Technical Officer Terry Turpin can play a major role in delivering technologies and solutions to companies engaged in building optical networks." "Essex is very pleased to have Networking Ventures and Global Environment Fund as our new partners. This investment not only unleashes the formidable talents of the Essex technical team, it adds expertise at the Board level," said Len Moodispaw, President and CEO of Essex. "Essex has already benefited from the enthusiasm and contacts of Networking Ventures and Global Environment Fund. I have known John Hannon for many years and look forward to continuing our association as Essex moves ahead." Under the terms of the Networking Ventures and Global Environment Fund private placement, Essex will receive $1 million at closing and will receive an additional $1 million over the next 12 months. Essex, Networking Ventures and Global Environment Fund have signed definitive documents for the private placement and expect the transaction to close within the next week. The investor group will receive convertible preferred stock with voting rights, subject to certain terms and conditions, equivalent to 51% of all shares voting on all stockholder matters for a 2 year period. As part of the private placement agreement, John Hannon and Caroline Pisano, the founders of Networking Ventures, L.L.C., and H. Jeffrey Leonard, President of Global Environment Fund, were named to the Essex Board of Directors. About Networking Ventures Networking Ventures, L.L.C. is a privately held company dedicated to investing in and guiding technology companies operating in the expanding optical and information security sector. Networking Ventures was founded in early 2000 by John Hannon, former CEO and founder of Pulse Engineering, Inc., and by Caroline Pisano, the former CFO of Pulse Engineering, Inc. who is a certified public accountant and attorney specializing in mergers and acquisitions. Under Hannon's leadership, Pulse Engineering, Inc. specialized in information security and signals processing. About Global Environment Fund Global Environment Fund (GEF) is a Washington, DC-based international investment management firm that was established in 1989. GEF's venture capital fund, GEF Strategic Technology Fund, L.P., invests in high-growth firms in three key technology areas: intelligent systems; optical technologies; and information security. In total, GEF currently manages five equity investment funds whose aggregate capital exceeds $350 million. About Essex Founded in 1969 with headquarters in Columbia, MD, Essex (OTC Bulletin Board: ESEX.OB) is an experienced and respected optical and communication engineering company that designs and builds creative solutions for complex problems. With a core team of 17 optical engineers, Essex develops high- speed opto-electronic processors for imaging, signal processing and communications systems, and supplies advanced processing and satellite communications engineering for the government including the Department of Defense and for private industry. For more information contact Essex Corporation, 9150 Guilford Road, Columbia MD 21046; phone 301-939-7000; fax 301-953-7880; e-mail ir@essexcorp.com, or on the Web at www.essexcorp.com. EQUITEX, INC.: Rescission Agreement Unwinds August 1999 Transaction ------------------------------------------------------------------- On August 15, 2000, to be effective June 28, 2000, Equitex Inc. entered into a rescission agreement with the previous owner of First Bankers Mortgage Services, Inc., Vincent Muratore, in which the company and Mr. Muratore agreed to rescind the terms of the August 23, 1999 FBMS Agreement and Plan of Reorganization. Under the terms of the rescission agreement, all assets and liabilities of FBMS as of June 28, 2000 were returned to Mr. Muratore. Under the terms of the settlements relating to the rescission agreement, the parties have agreed that the company's wholly- owned subsidiary, nMortgage, will retain certain technological rights which were developed since August 23, 1999, and which were funded through Equitex' investments in Mortgage. In addition, as part of the settlement, Equitex has agreed to issue up to 50 additional shares of its Series E Convertible Preferred Stock to fund the resolution of certain claims against FBMS. The technological rights that were retained have been valued at approximately $2,500,000, which is to be amortized over a three-year period. As a result of the rescission agreement, the company divested itself of the assets, liabilities, and operations of FBMS as of June 28, 2000. FAIRFAX FINANCIAL: Moody's Revises Outlook Seeing Difficult Turnaround ---------------------------------------------------------------------- Moody's Investors Service has revised its rating outlook for Fairfax Financial Holdings Ltd. (senior debt at Baa3) and certain of its insurance subsidiaries to negative from stable. According to Moody's, the change in outlook reflects the rating agency's view that Fairfax Financial and several of its principal insurance and reinsurance operations will continue to underperform over the medium term. While primary commercial and reinsurance rates have been firming, Moody's continues to believe that Fairfax Financial's management will be challenged to improve the performance of recently acquired businesses given the inherent difficulties in "turning around" historically weak companies. In the past, Moody's has cited the company's rapid growth through acquisitions of under-performing insurers and reinsurers as a strategy that presents both business and financial risks. These concerns are further heightened by the holding company's significant financial leverage, and by its historical reliance upon realized gains to generate returns to shareholders. Moody's added, however, that the holding company benefits from diversification of earnings and that it continues to maintain a good liquidity position through both its internal access to cash and marketable securities (maintained at the holding company), and to alternative liquidity in the form of C$1.3 billion in unsecured lines of credit. Moody_,s further noted that Fairfax Financial's Crum & Forster subsidiaries have been challenged in recent years by weak operating earnings. Although the ownership change has provided a measure of stability to Crum & Forster_,s business, the group has yet to demonstrate sustained improvement. Furthermore, Moody's added that management's efforts to re- underwrite and reprice Crum & Forster's business should contribute to some improvement over the medium term, but that recovery is likely to be gradual and that the company's decision to enter new lines of business with limited pricing and reserve data presents additional incremental risks. Rating outlooks are intended to convey Moody's perspective on forces that might prompt a rating action over the near-to-medium term. Outlooks for the following ratings have been changed to negative from stable: A) Fairfax Financial Holdings Limited - senior debt at Baa3; B) North River Insurance Company - insurance financial strength at Baa2; C) United States Fire Insurance Company - insurance financial strength at Baa2; D) TIG Holdings, Inc.-- senior debt at Baa3, junior subordinated debt at Ba2; E) TIG Capital Trust I - capital securities at "ba1". Fairfax Financial Holdings, based in Toronto, Ontario, Canada, is a financial services holding company that is engaged through its subsidiaries primarily in the underwriting of property and liability insurance and reinsurance in Canada, the United States, and internationally, as well as in claims adjusting and asset management. Its largest subsidiaries include TIG, Crum & Forster, Lombard Insurance, and Odyssey America Re Group. As of June 30, 2000, Fairfax Financial reported year-to-date total revenues of C$3.2 billion and a pre-tax operating loss of C$57 million (excluding realized investment gains of C$168 million), and shareholders' equity of C$3.4 billion. FAMILY GOLF: Chief Judge Bernstein Grants Exclusivity Extension To Nov. 30 -------------------------------------------------------------------------- The U.S. Bankruptcy Court in Manhattan has granted Family Golf Centers Inc. (FGCIQ) a shorter than requested extension of its exclusive periods to file a reorganization plan and solicit plan acceptances. In an order dated Aug. 31, U.S. Bankruptcy Judge Stuart Bernstein extended the entertainment center operator's exclusive plan filing period to Nov. 30 and its vote solicitation period to Jan. 29. Family Golf had sought a 120-day extension of its plan filing period, to Dec. 30 from Sept. 1, and vote solicitation period, to Feb. 28 from Oct. 31, saying it needed more time to decide the structure of a "realistic" reorganization plan.(ABI, 07-Aug-00) GEOGRAPHICS, INC.: Shareholders Meet on Sept. 28 in Milwaukee ------------------------------------------------------------- The annual meeting of shareholders of Geographics, Inc. will be held at the Milwaukee School of Engineering, Todd Wehr Conference Center, 1047 North Broadway, Milwaukee, Wisconsin 53202 on Thursday, September 28, 2000, at 4:00 p.m., Central Time, for the following purposes: 1. To elect three directors to hold office until the 2001 annual meeting of shareholders; 2. To approve the plan of merger to redomesticate the company under the laws of the State of Delaware; 3. To approve the Geographics, Inc. 1999 Stock Option Plan; 4. To ratify the selection of KPMG LLP as independent auditor of the company for fiscal year ending March 31, 2001. The close of business on August 25, 2000 has been fixed as the record date for the meeting. Only shareholders of record at that time are entitled to notice of and to vote at the meeting. GRAHAM FIELD: Delaware Court Okays Sale of Prism Technologies for $21.5MM ------------------------------------------------------------------------- Graham Field Health Products, Inc. (OTC: GFIHQ) announced that the company has completed the sale of its Prism Technologies subsidiary (San Antonio, TX). for $21.5 million, subject to adjustments. The buyer was a Prism management lead group of investors. While Prism had represented a profitable segment in Graham Field's business portfolio, it was not a core business as the company moved forward in its mainstream Homecare and Med- Surg product lines. This planned divestiture had been a significant objective for Graham Field's new management team since the company entered Chapter 11 late last year, and only recently received the required court approvals. The Prism sale represents a key turning point in Graham Field's restructuring plan as it works towards emerging from its Chapter 11 proceedings. The sale also resulted in an infusion of cash into Graham Field, after the retiring of debts in conjunction with the sale. According to David Hilton, Graham-Field's CEO, "...the timing of this transaction could not come at a more opportune time. Medtrade 2000, our industry's largest annual trade show, is only a month away and it is our intent to demonstrate to the marketplace that Graham Field remains a player in the market and our customer base will continue to have choices available to them." Graham Field Health Products, Inc. is headquartered in Bay Shore, New York and manufactures, markets, and distributes durable medical equipment, medical/surgical supplies and furnishings from operations situated in the United States, Canada, and Mexico. Prism is a manufacturer and distributor of delivery room assistive medical devices and specialty products for the sports medicine and therapy markets. HIGH COUNTY: Case Summary and 9 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: High County Inn Bed & Breakfast, Inc. 30 Ace of Diamonds St. Stanley, ID 83278 Chapter 11 Petition Date: September 1, 2000 Court: District Of Idaho Bankruptcy Case No: 00-41480 Judge: Jim D. Pappas Debtor's Counsel: D. Blair Clark, Esq. Ringert Clark Chartered 455 South Third Street P.O. Box 2773 Boise, ID 83701-2773 (208) 342-4591 Total Assets: $ 1 Million Above Total Debts : $ 500 Thousand Above 9 Largest Unsecured Creditors Mack Construction, Inc. $ 88,940 A.C. Houston Lumber Co. $ 19,559 A-1 Heating & Fireplace Co. $ 17,385 Idaho Custom Plubming, Inc. $ 10,574 G & I Electric $ 5,415 JUB Engineering $ 5,228 Carol Kotchek $ 4,627 Barr, Allan $ 4,000 Lee Groesbeck $ 2,200 K & CJ: Case Summary and 3 Largest Unsecured Creditors ------------------------------------------------------- Debtor: K & CJ, Inc. 4405 Interlaken Court Reno, NV 89509 Type of Business: Real estate development Chapter 11 Petition Date: September 7, 2000 Court: District of Nevada Northern Division Bankruptcy Case No: 00-32604 Judge: Gregg W. Zive Debtor's Counsel: Rodney E. Sumpter, Esq. 139 Vassar Street Reno, NV 89502 Total Assets: $ 6,125,000 Total Debts : $ 3,869,460 3 Largest Unsecured Creditors: CFA, Inc. Engineering Services $ 140,000 Sierra West Engineering Engineering Services $ 102,615 Hyatt & Stubblefield, PC Accounting Services $ 3,200 KITTY HAWK: Judge Houser Approves Key Employee Retention Plan ------------------------------------------------------------- By order entered on August 23, 2000, the Honorable Barbara Houser, US Bankruptcy Judge, Northern District of Texas approved the Key Employee Retention Plan of Kitty Hawk, Inc., et al. The key employees designated by Kitty Hawk who remain employed with Kitty Hawk or a successor to the earlier of the effective date of a plan of reorganization or January 1, 2001, shall be paid a retention bonus equal to six months salary, payable in six monthly installments beginning on the earlier of the effective date of a plan of reorganization or January 1, 2001, if these cases remain in Chapter 11. No bonus is payable if an employee resigns, or is terminated for cause or does not execute a covenant not to compete. The bonus also would not be payable if the debtors are not selected by the US Postal Service for C-Net operations during 2000. If all bonuses were paid, the total amount due would be approximately $610,000. KMART CORPORATION: John T. McDonald is New Vice President and Treasurer ----------------------------------------------------------------------- Kmart Corporation announced that John T. McDonald, Jr., 35, will join the company as its new Vice President and Treasurer, effective Sept. 6, 2000. McDonald fills the post previously held by Michael Viola and will report directly to Kmart Executive Vice President and Chief Financial Officer Martin E. Welch. As Treasurer, McDonald will be responsible for the company's banking relationships, public liability and investor relations functions. McDonald joins Kmart from Familymeds, Inc. where he served as Chief Financial Officer and Treasurer. He also has served as Treasurer for CVS Corporation and has held several senior-level financial and accounting positions with Hook SupeRx, Inc., Siebe Incorporated and KPMG Peat Marwick. A graduate of Ohio Wesleyan University, McDonald holds a Bachelor of Arts in Accounting. "John McDonald has a well-seasoned understanding of all aspects of the treasury function and a solid reputation among the banking and financial community," said Welch. Kmart Corporation serves America with 2,164 Kmart, Big Kmart and Super Kmart retail outlets. In addition to serving all 50 states, Kmart operations extend to Puerto Rico, Guam and the U.S. Virgin Islands. More information about Kmart is available on the World Wide Web at www.bluelight.com under the "About Kmart" section. LENOX HEALTHCARE: Rejecting Buena Vista Convalescent Hospital Lease ------------------------------------------------------------------- Lenox Healthcare, Inc., et al., debtors, seek approval of an unexpired lease of Real Property with Buena Vista Convalescent Hospital, Inc. On March 1, 1997 the debtor entered into a lease of real property located in Anaheim, CA for a nursing care facility. The lease was for 15 years, and provided for monthly rent of $30,000, in addition to other fees. Simultaneous with the is request, the debtors are seeking an extension of time within which the debtors may assume or reject unexpired leases of nonresidential real property requesting an extension through November 30, 2000. In evaluating this lease, the debtors have determined that the leased facility is generating insufficient cash flow to support its operations and to satisfy the debtor-lessee's obligations under the leases. Accordingly, the debtors have determined that it is in the best interests of the estates to reject the lease. The debtors estimate that the closure of the facility will take 60 days. MASTER GRAPHICS: Requests November 15 General Claims Bar Date ------------------------------------------------------------- Master Graphics, Inc., et al. seeks to establish Bar Dates for filing proofs of claim. The debtors seek to set November 15, 2000 as the general bar date, for all persons and entities holding or wishing to assert a claim against any of the debtors. The debtors are represented by Skadden, Arps, Slate, Meagher & Flom. MERISEL: Projects Insufficient Liquidity over the Next 12 Months ---------------------------------------------------------------- Things are starting to look very grim for Merisel (El Segundo, CA), F&D Reports' Scrambled Eggs publication says, as the Company's sales for the second quarter ended June 30, 2000 decreased 27.0% to $924.8 million. Profitability also deteriorated with net losses widening more than 460 % to ($16.9) million. The principle contributor to Merisel's difficulties was its U.S. distribution business, which represents more than half the Company's revenues as well as the majority of its losses. Its Canadian distribution business is also troubled, although not to the degree of its U.S. counterpart. Lastly, its Merisel Open Computing Alliance reported strong growth in sales and profitability, however, this unit represents less than 20% of its total revenues. Meanwhile, impairment charges in the second quarter left the Company in non-compliance with certain covenants under its Receivables Securitization Facility. In order to obtain waivers and amend the facility, F&D says, the Company was required to either restructure or wind down its U.S. distribution business, or enter into an agreement to sell the unit. As a result, the Company will restructure both its U.S. and its Canadian distribution businesses. In the U.S. it will eliminate approximately 500 positions and close four of its seven warehouses. In Canada it will reduce its workforce by approximately 200. As a signal of just how precarious the situation really is, Merisel recently stated that "unless it receives improved vendor credit support . . . and is able to maintain in place its asset securitization facility . . . the Company will have insufficient liquidity to meet its requirements for the next twelve months." MICHIGAN HEALTH: Chapter 7 Trustee Prepares $9.5MM Interim Distribution ----------------------------------------------------------------------- Homer W. McClarty, the Chapter 7 Trustee overseeing the liquidation of Michigan health Care Corporation, Aurora Hospital for Children, The Michigan Hospital and Medical Center, Montgomery Hospital and Physician Services Corporation, under the watchful eye of the Honorable Ray Reynolds Graves in the U.S. Bankruptcy Court for the Eastern District of Michigan, says he's ready to make a $9,500,000 distribution on account of administrative claims arising during the Debtors' failed chapter 11 reorganization cases. Mr. McClarty has reduced the Debtors' Estates to a $20,000,000 pile of cash. Mr. McClarty reports that he needs to resolve 29 post-petition medical malpractice claims and one breach of contract claim asserted by Lifeline seeking damages based on "lost going concern value" before the chapter 7 cases can be closed. With the assistance of his counsel, David M. Miller, Esq., at Erman, Teicher, Miller, Zucker & Freedman, P.C., in Southfield, Michigan, and and outside claim valuation consultant, the Trustee is confident that liability on these 30 claims will not exceed $9,000,000. Reserving $500,000 for further liquidation-related expenses, the Trustee sees that he has a $9,500,000 excess ready for distribution to chapter 11 administrative claimants. NEW AMERICAN HEALTHCARE: Bidding Procedures for Memorial Hospital in Place -------------------------------------------------------------------------- New American Healthcare Corporation, NAHC of Texas, Inc. and their affiliated debtors filed a motion seeking entry of an order scheduling a date, time and place for a hearing on the debtors' motion for an order authorizing the sale of certain assets utilized in operation of Memorial Hospital of Center (Texas) pursuant to an Asset Purchase Agreement between NAHC, New American and Tenet Healthcare Ltd. The Honorable Marian F. Harrison, US Bankruptcy Judge, US Bankruptcy Court for the Middle District of Tennessee, Nashville Division, entered an order on August 26, 2000 providing that the sale hearing shall be held on September 14, 2000 at 1:00 PM. A competitive bid must be submitted to the debtors no later than September 11, 2000 at 5:00 PM, and exceed Tenet's purchase price by $225,000. The overbid conference will take place on September 13, 2000 and shall be conducted by the debtors or their counsel in the offices of Harwell, Howard, Hyne Gabbert & Manner, PC, Nashville, Tennessee. The provisions in the Tenet Asset Purchase Agreement relating to the payment of a Break-Up Fee are approved. NIAGARA MOHAWK: National Grid Acquires Electric And Gas Utility In New York --------------------------------------------------------------------------- Niagara Mohawk Holdings, Inc., (NYSE: NMK) Buffalo Bizjournals reports, will be acquired by National Grid Group, PLC (NYSE: NGG) to create a New National Grid. National Grid is considered one of UK's 50 largest companies and the world's largest independent electric company, which creates and operates telecommunication networks around the globe. Niagara Mohawk is the second-largest combined electric and gas utility in New York state. Niagara Mohawk of National Grid's third U.S. acquisition after New England Electric system and Eastern Utilities Association. PHYCOR, INC.: Deterioration Prompts Moody's to Junk all Debt Ratings -------------------------------------------------------------------- Moody's Investors Service downgraded the ratings of PhyCor, Inc. The ratings affected are as follows: a) $200 million 4.5% convertible subordinated debentures due 2003 to Caa3 from B1, b) senior implied rating to Caa1 from Ba2, and c) senior unsecured issuer rating to Caa2 from Ba3. The ratings outlook is negative. The ratings reflect the significant deterioration in the company's operating performance and credit profile. Margins, cash flow and profitability have been affected by issues including reduced reimbursement from Medicare and managed care organizations, the increasing use of capitated contracts, and challenges related to the physician practice management business model. The company's financial flexibility has also been further limited following the amendment of its credit agreement which reduced the commitment under the revolver to nominal levels and moved up the maturity date to June 30, 2001. PhyCor has undergone a major restructuring that involves the sale of multi- specialty clinic assets and a shift in reliance to its independent practice association (IPA) business. The restructuring will result in a downsized company and reduced revenues. Particular concerns remain regarding the viability of PhyCor, in light of increasing operating losses associated with its IPA business, which will account for a majority of the company's revenues going forward. PhyCor, Inc., headquartered in Nashville, Tennessee, manages physician networks and medical clinics, develops and manages independent practice associations, and provides healthcare decision support services. PHYSICIANS RESOURCE: Eye Clinics Challenge Debtors' Disclosure Statement ------------------------------------------------------------------------ East Carolina Regional Eye Center, North Dallas Eye Associates, Mid- Atlantic Eye Center and ALH Eye Associates filed an objection in the US Bankruptcy Court, Northern District of Texas (Dallas) to the Disclosure Statement of Physicians Resource Group, Inc. The Objectors point out, among others, these deficiencies in the Debtors' Disclosure Statement: * It is unclear whether any physician or physician's practice has requested that the debtor recommence management services for physicians. And there is no indication as to whether the debtor is in a position to actually perform any such services or whether the debtor will liquidate. * There is no mention of the Physicians' Committee on the service list; * Failure to list any of the preference or fraudulent transfer actions; * Fails to describe causes of action against physicians when the plan is predicated upon realization of funds after the effective date from physician practices based upon causes of action or avoidance causes of action. * Fails to provide any financial information with respect to the debtor's operations, or any estimation of value of debtor's assets. * Fails to contain any financial information with respect to a liquidation analysis, and in fact the movants believe that a Chapter 7 liquidation may be preferable. * Fails to provide financial statements including income statement or balance sheet. * Fails to show what a holder of an unsecured claim may expect to receive as payment. * Failure to discuss any issues concerning the illegality and/or unenforceability of the management services agreements between the debtors and various physician groups. * Failure to describe actions of the SEC concerning present or former directors and officers, or disclosures of any intentions by the debtors as to timing of completion of their quarterly and annual reports to the extent not timely filed. * And there is no disclosure as to the number of physicians' practices, which have not terminated contractual arrangements with the debtors and are continuing to be managed by the debtors. If any such exist, they should be disclosed to determine what post-petition liabilities might arise. Counsel for the Objectors is the firm Arter & Hadden LLP, Dallas, Texas. PRIME SUCCESSION: Confirmation Hearing Set for September 28 in Wilmington ------------------------------------------------------------------------- Prime Succession, Inc., et al. filed an amended Disclosure Statement accompanying a joint plan of reorganization. The debtors are represented by the law firms of Paul, Weiss, Rifkind, Wharton & Garrison and Young Conaway Stargatt & Taylor LLP. The Confirmation Hearing will be held on September 28, 2000 at 2:00 PM, US Bankruptcy Court, District of Delaware. There are four impaired classes under the plan. Class 4 - Prepetition Lender Claims are impaired. They will receive a distribution of proceeds of the New Exit Financing Facility Term Notes. Estimated recovery is 100%. Class 5 is senior subordinated note claims, rejected former owner obligations, other rejected obligations and other general unsecured claims. Class 5 will receive a distribution of $20 million of New Senior Subordinated Notes and 5 million shares of Reorganized Prime Holdings New Common Stock. The estimated recovery is 29%. Class 6 is Old Preferred Stock. There is a distribution of pro rata share of new warrants to purchase in the aggregate 500,000 shares of New Common Stock of Reorganized Prime Holdings. The estimated recovery is de minimus. Other equity interests, Class 7, are impaired. No distribution shall be made and all existing Other Equity Interests will be canceled. The debtors, as the Reorganized Debtors, shall continue to exist after the Effective Date. The Reorganized Debtors shall be vested with all of the property of their estates free and clear of all claims, liens, encumbrances, charges and other interests of creditors and equity security holders, and the Reorganized debtors may operate their businesses free of any restrictions imposed by the Bankruptcy Code, the Bankruptcy Rules or by the court, subject only to the terms of the plan. The debtors anticipate entering into the Exit Credit Facility which shall be effective on the Effective Date. The facility is a senior secured credit facility, providing for aggregate borrowings of up to $118.5 million, consisting of a $10 million revolving credit facility (including a $3 million sub-limit for letters of credit and a $2 million cash management indemnity facility) and a 108.5 million term loan facility. The collateral for the revolving credit facility will consist of a first priority perfected security interest in the stock of Prime and subsidiaries and all assets and properties of Prime Holdings, Prime and subsidiaries. A copy of the New Senior Subordinated Notes Indenture is included in the Plan Supplement. On the Effective Date, the issuance of Warrants to purchase up to 500,000 shares of New Common Stock will be authorized under the plan. The warrants will entitle the holders thereof to purchase New Common Stock, on a one-for-one basis, at an initial exercise price of $16.76 per share. The Warrants will be subject to customary anti-dilution provisions and will expire on the fifth anniversary of the Effective Date. The plan contemplates, subject to certain conditions, that on the Effective Date, the New Warrants will be issued to the Class 6 holders. Reorganized Prime Holdings will adopt a stock option plan which permits Reorganized Prime Holdings to grant to its officers and directors shares of New Common Stock. PRISON REALTY: Dobbin Partners Supports Prison Realty's Restructuring --------------------------------------------------------------------- Dobbins Partners L.P. and its affiliates announced that they have voted in favor of the merger, charter amendments, and other transactions as proposed in the Proxy statement dated July 31, 2000 filed by Prison Realty Trust (NYSE: PZN). Dobbins believes the proposed restructuring, on an overall basis, is the best option available to maximize shareholder value. Furthermore, Dobbins is encouraged by the actions taken by new management in terms of operations and corporate governance and urges all shareholders to vote their shares in favor of the proposed transactions. PURINA MILLS: Koch Agriculture Discloses 5.2% Equity Stake in New Purina ------------------------------------------------------------------------ Koch Agriculture Company, a Nebraska corporation and an indirect wholly-owned subsidiary of Koch Industries, Inc., (a Kansas corporation), is reporting beneficial ownership of 516,668 shares of the common stock of Purina Mills Inc. Koch Agriculture has sole voting and dispositive powers over the stock, which represents 5.2% of the oustanding common stock of Purina Mills. The shares of common stock were issued to Koch Agriculture Co. by Purina in connection with Purina's plan of reorganization, under Chapter 11 of the bankruptcy code, in exchange for $26,050,000.00 of unsecured debt claims against Purina held by Koch Agriculture Co. RIDGECREST VILLAGE: Fitch Rates Iowa Bonds Series 2000A at BBB- --------------------------------------------------------------- Fitch has rated 'BBB-' approximately $11.3 million fixed-rate revenue bonds series 2000A, issued on behalf of Ridgecrest Village of Davenport, Iowa. Fitch has also rated 'BBB-' the series 2000B extendable rate adjustable securities in the amount of $2.5 million. In addition, Fitch rates 'BBB-' Ridgecrest Village's outstanding $14.0 million series 1993 A bonds. Proceeds from the series 2000 bonds will be used to fund certain capital expenditures related to common area improvements, construction of 60 assisted living units (including 15 Alzheimer's/dementia care beds), fund capitalized interest, fund a debt service reserve and pay costs of issuance. The series 2000 bonds are scheduled to be sold through negotiation during the week of Sept. 11 by underwriter B.C. Ziegler and Company. The 'BBB-' rating is supported by Ridgecrest Village's favorable market position, strong profitability, solid days cash on hand and favorable utilization of services. Ridgecrest is the only lifecare continuing care retirement community (CCRC) operating in Davenport, and is well established in a community with many new long-term care providers. Profitability has been consistently strong over the previous five years, and excess margin was 8.1% for the year ended 6/30/2000. In addition, days cash on hand was solid at 428.8 days for the fiscal year ended 2000, and has increased substantially each of the previous five years. Solid occupancy rates have fueled financial performance, averaging 90% for independent living accommodations and 91% occupancy for skilled nursing. Concerns include Ridgecrest Village's high pro forma debt burden, low coverage of maximum annual debt service (MADS), and risks associated with construction and fill-up of new assisted living units. Ridgecrest has a high debt burden with 6/30/00 proforma MADS as a percent of revenue of 29.0%. 6/30/00 pro forma debt service coverage of MADS is light at 1.1x, although interest on the series 2000 bonds will be capitalized through 24 months of construction and fill-up. Proforma cash to debt of 28.7% also shows the high debt burden at 6/30/00. The potential for slower than expected fill-up of new assisted-living units is also a concern. Fitch believes Ridgecrest Village's expansion plans will expand the facility's revenue base and common area improvements will make it more attractive to consumers. Fitch believes the community's profitability, liquidity and cash flow will improve steadily in the long-term. Located in Davenport, Iowa, Ridgecrest Village is a Type A (CCRC) with 145 independent living apartments, 41 independent living cottages, and 104 skilled nursing beds. Series 2000 bonds will fund capital expenditures related to common area improvements and the construction of 60 assisted living units that will include 15 Alzheimer's/dementia units. RELIANT BUILDING: Reorganization Plan Divests "One or Two" Business Units ------------------------------------------------------------------------- National Home Center News reports on the bankrupt Reliant Building Products, as it divest one of its units following its reorganization plan. According to Reliant VP of finance, William Snyder, Reliant's plan includes the divestiture of "one or two" of its business units, which include window lines aimed at four different customer segments: new home construction, manufactured housing, repair and remodeling, and "national accounts," which Snyder considers as the weakest and least profitable of the four. "If you're selling to any of the big boxes, you have to be prepared for it, because they will hammer you." Reliant Building Products, Inc. together with its 12 subsidiaries and affiliates on July 11, 2000 filed for bankruptcy protection under Chapter 11 relief in the United States Bankruptcy Court for Northern District of Texas, Dallas Division. STROUDS, INC.: Says it Has Sufficient Liquidity & Ample Holiday Inventory ------------------------------------------------------------------------- Strouds, Inc. (Nasdaq: STRO) announced that to assure the continued flow of merchandise to its stores and facilitate its strategic capital restructuring initiatives, it has filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code. In conjunction with the filing, Strouds has received a commitment for up to $50 million in debtor-in-possession (DIP) financing from The CIT Group/Business Credit and Foothill Capital Corporation to fund its operations during the restructuring. Concurrently, the Company announced an operating program to improve the competitiveness and profitability of the chain, under which it will close nine unprofitable or underperforming stores. Chairman and Chief Executive Officer Charles R. Chinni said that by availing itself of the Chapter 11 process now, Strouds expects to be able to obtain sufficient inventory in anticipation of the critical holiday season. "A successful holiday season is crucial to the Company's ability to compete effectively, now and in the future," he said. "By taking this action prior to the start of the holiday buying season, we will assure the continued flow of merchandise to our stores." The Company is seeking Court permission to honor all obligations to customers including return privileges, gift certificates, special orders and other customer programs during the restructuring period, Mr. Chinni said. "During the past year, Strouds has been operating under extremely challenging conditions in an exceedingly competitive retail climate," Mr. Chinni said. "Despite the actions we have taken to close underperforming stores, reduce our merchandise categories, improve distribution flow to our stores and boost advertising cost efficiencies, in order to ensure the Company' viability we must restructure its debt to reflect the realities of today's specialty retail environment." "The Chapter 11 process allows us to accelerate our planned improvements to ensure a strong future for our company in the industry it helped create. It will enable us to capitalize on opportunities resulting from improvements in operations, merchandising and marketing, and allow us to achieve our restructuring initiatives in an orderly, timely fashion," Mr. Chinni stated. Key restructuring initiatives include: -- Closing nine underperforming stores principally outside Strouds' core California market or stores that no longer fit the Company's strategic direction -- Building sales volume through Strouds' four distribution channels -- full-line stores, outlet stores, Pure Linens stores and internet sales -- Eliminating excess overhead and improving cash flow and margins -- Enhancement of merchandise strategies to assure a continuous flow of fresh merchandise Mr. Chinni noted that neither Strouds' customers nor the employees of its 61 ongoing stores should notice any difference in the chain's operations as a result of the filing. "We expect to be able to provide our customers with as good or better a selection of merchandise and services as before the filing. Daily operations will continue as usual, our employees will continue to be paid as they always have, our ongoing stores will remain open and transactions which occur in the ordinary course of business will proceed as usual," he stated. Mr. Chinni said that the DIP financing of up to $50 million, which is subject to Court approval, is expected to provide the Company with adequate funding for its post-petition trade and employee obligations, as well as its ongoing operating needs during the restructuring process. "With the support of our vendors and the hard work of our valued employees, we will be able to earn the continued loyalty of our customers and emerge from Chapter 11 a stronger, more competitive company than before." The Company also announced that it has retained turnaround and corporate renewal firm Brincko Associates, Inc. as financial restructuring advisors. Brincko Associates, which will work with Strouds to evaluate and develop various business plan alternatives, brings extensive restructuring expertise and experience, including engagements with Barneys Inc., Lockheed Martin, US Steel, Knudsen Foods, VANS, Globe Securities and Sun World International. The nine stores to be closed during the next 60 to 90 days are located in Oakbrook, Schaumburg, Skokie and Vernon Hills, Illinois; Roseville, Minnesota; Reno, Nevada; and Fresno, Rowland Hills and Santa Barbara, California. The Company will seek Bankruptcy Court approval to conduct inventory liquidation sales at the stores beginning on or about September 8. "As the Company moves forward in its restructuring, this action will allow management to focus its resources on those stores that have the strongest prospects for future growth," Mr. Chinni said. The Company filed its voluntary Chapter 11 petition in the U.S. Bankruptcy Court for the District of Delaware in Wilmington. Strouds, Inc., the Linen Experts(R), is a specialty retailer of bed, bath, tabletop and other home textile products. The Company currently operates 70 stores in five states and also markets its home products through its web sites, www.linenexperts.com and www.strouds.com. STROUDS, INC: Stock Trading Halted by Nasdaq -------------------------------------------- The Nasdaq Stock Market announced that trading was halted in Strouds, Inc. (NASDAQ:STRO) at September 7, 2000, 11:30 a.m. Eastern Time for "additional information requested" from the company at a last price of 1/2. Trading will remain halted until the company has fully satisfied Nasdaq's request for additional information. TEXFI INDUSTRIES: S.D.N.Y. Approves Second Extension of DIP Financing --------------------------------------------------------------------- The US Bankruptcy Court for the Southern District of New York entered an order authorizing Texfi Industries, Inc. to enter into a second amendment to post-petition loan and security agreement. The commitment termination date shall be extended through and including September 23, 2000. The amount of Professional Expense Reserve shall be increased by $200,000 on August 30, 2000. THERMATRIX INC: Second Quarter Results Shows Progress with Positive EBITDA -------------------------------------------------------------------------- Thermatrix Inc. (OTCBB:TMXIQ) announced results for the quarter ended June 30, 2000. The Company generated earnings, before reorganization items and income taxes, of $550,000, a significant improvement over the prior year period loss of $1.3 million. After $1.2 million in Chapter 11 expenses and $120,000 for the accretion of preferred stock dividend requirements, the Company recorded a net loss attributable to common stock of $728,000 or $0.09 per share. This compares favorably with the net loss of $1.3 million or $0.17 per share recorded for the quarter ended June 30, 1999. Revenues for the quarter ended June 30, 2000 were $7.7 million compared to $4.3 million recorded in the comparable quarter of the prior year. The revenues for fiscal year 1999 have been restated to account for discontinued operations as a result of the appointment by Wexford Management LLC of an administrative receiver in the United Kingdom for all of the assets of the Company's U.K. subsidiaries. For the six months ended June 30, 2000, the Company generated earnings, before reorganization items and income taxes, of $600,000, a significant improvement over the prior year period loss of $3.2 million. After $2.6 million in Chapter 11 expenses and $240,000 for the accretion of preferred stock dividend requirements, the Company recorded a net loss attributable to common stock of $2.2 million or $0.28 per share. This compares favorably with the net loss of $3.2 million or $0.42 per share recorded for the six months ended June 30, 1999. Revenues for the six months ended June 30, 2000 were $15.1 million compared to $10.0 million recorded in the comparable period of the prior year which were also restated for the reason mentioned above. "While we are pleased with the progress we are achieving, we are also aware of the challenges that lie ahead," said Daniel S. Tedone, President and Chief Executive Officer. "We have an enormous amount of work to do to settle the bankruptcy estates and ensure the long-term stability of the Company. Fortunately, we have a dedicated and committed group of employees who are making every effort to achieve these goals." Thermatrix is an industrial company primarily serving the global market of continuously operating facilities for a broad range of industries that include refining, chemical, steel, pharmaceutical, pulp and paper, electric utility, co-generation, and industrial manufacturing. Thermatrix provides a wide variety of air pollution control solutions, including its unique flameless thermal oxidation technology, as well as a wide range of engineered products and services to meet the needs of its clients. TOWER AIR: Trustee Needs Extension of 365(d)(4) Period through Oct. 15 ---------------------------------------------------------------------- Charles A. Stanziale, the Chapter 11 trustee, seeks entry of an order extending the time within which the debtor may assume or reject leases of non-residential real property. The Trustee seeks this additional time in order to assume and assign certain of the leases that the proposed purchaser will desire to have assumed and assigned as part of the proposed sale. This proposed extension of time is critical to the Trustee's efforts to extract maximum value from all of the debtor's assets by ensuring that the Trustee can assume and assign, and therefore realized value upon, those certain leases which will be part of the proposed sale. The Trustee seeks a relatively short extension, through October 15, 2000. UNITED ARTISTS: Case Summary and 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: United Artists Theatre Company 9110 E. Nichols Ave. Englewood, CO 80112 Affiliates: United Artists Theatre Circuit, Inc. United Artists Realty Company United Artists Properties I Corp. United Artists Properties II corp. UAB, Inc. UAB II, Inc. Mamaroneck Playhouse Holding Corporation Tallthe Inc. UA Theatre Amusements, Inc. UA International Property Holding, Inc. UA Property Holding II, Inc. United Artists International Management Company Beth Page Theatre Co., Inc. United Film Distribution Company of South America U.A.P.R., Inc. R and S Theatres, Inc. King Reavis Amusement Company Type of Business: United Artists Theatre Company is a leading motion picture exhibitor in North America. United Artists Theatre Company licenses films from all major and independent film distributors and derives revenues primarily from theatre admissions and concession sales. Chapter 11 Petition Date: September 5, 2000 Court: District of Delaware Bankruptcy Case No: 00-03514 Judge: Sue L. Robinson Debtor's Counsel: James H. M. Sprayregen, Esq. Kirkland & Ellis 200 East Randolph Drive, Chicago, IL 60601 (312) 861-2000 Laura Davis Jones, Esq. Pachulski, Stang, Ziehl, Young & Jones PC 919 North Market Street 16th Floor P.O. Box 8705 Wilmington, DE 19899-8705 (Courier 19801) (302) 652-4100 Total Assets: $ 16,830,328 Total Debts : $ 752,315,194 20 Largest Unsecured Creditors Citibank, N.A. 3800 Citicorp Center Tampa, Florida 33610-9122 Bond Holder $ 83,743,721 Morgan Stanley & Co., Inc. One PierrePont Plaza 7th Floor Bond Holder $ 56,501,392 The Bank of New York 925 Patterson Plank Rd. Secaucus, NJ 07094 Bond Holder $ 31,435,012 US Bank National Association MPFP 1603 Proxy Unit 601 Second Ave. South Minneapolis, MN 55402 Bond Holder $ 29,113,313 Chase Manhattan Bank, Trust 5 New York Plaza, 14th Floor New York, NY 10004 Bond Holder $ 18,080,429 Bear, Stearns Securities Corp. One Metrotech Center North 4th Floor Brooklyn, NY 11201 Bond Holder $ 17,982,462 Bankers Trust Company c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211 Bond Holder $ 13,375,950 Salomon Smith Barney Inc. 333 W. 34th Street, 3rd Floor New York, NY 10001 Bond Holder $ 9,046,560 American Express Trust Co. 392 AXP Financial Center Minneapolis, MN 55474 Bond Holder $ 7,756,317 The Coca-Cola Company P.O. Box 951073 Dallas, TX 75395 Trade Debt $ 7,324,045 Bankers Trust Company/Banc One Capital Markets, Inc. 16 Wall Street, 5th Floor New York, NY 10005 Bond Holder $ 6,415,711 Merrill Lynch, Pierce, Fenner & Smith, Inc. 4 Corporate Place Corporate Park 287 Piscataway, NJ 08856 Bond Holder $ 6,345,624 State Street Bank and Trust Co. Global Corporate Action Unit JAB 5NW 1776 Heritage Drive Quincy, MA 02171 Bond Holder $ 5,741,792 Hartford Specialty Company Hartford Plaza Dept. #5454 P.O. Box 30000 Hartford, CT 06150-5454 Trade Debt $ 3,877,000 First Options of Chicago, Inc. 440 S. LaSalle St. 3rd Floor Chicago, IL 60605 Bond Holder $ 3,224,030 Boston Safe Deposit and Trust Company c/o Mellon Bank Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259 Bond Holder $ 2,171,528 Sony Electronics Inc. 10950 West Washington Blvd. Culver City, California 90232 Trade Debt $ 2,138,403 Spear, Leeds & Kellogg 120 Broadway New York, New York 10271 Trade Debt $ 1,380,187 Tele-Communication, Inc. 1617 S. Acoma Denver, CO 80223 Bond Holder $ 1,180,864 Chase Bank of Texas, N.A. P.O. Box 2558 Three Mellon Center Room 153-3015 Houston, Texas 77252-8009 Bond Holder $ 1,078,271 UNITED ARTISTS: Delaware Court Approves "First Day" Motions ----------------------------------------------------------- United Artists Theatre Company announced that in conjunction with its "prearranged" Plan of Reorganization under Chapter 11 of the U.S. Bankruptcy Code filed on Tuesday, all of the relief sought by the Company on the "first day" of its Chapter 11 proceedings has been approved by the U.S. Bankruptcy Court in Delaware. These approvals will allow the Company to continue operating in the ordinary course of business during the Chapter 11 proceedings. The motions that were approved by the Delaware Court on Tuesday include the following: -- The payment of pre- and post-petition payroll and other employee benefits in the ordinary course of business. -- The payment of pre- and post-petition amounts owed to film distributors according to the terms of existing film licensing agreements which have been assumed and other pre- and post-petition amounts due in the ordinary course of business. -- The payment of pre- and post-petition amounts owed to critical and essential trade creditors in the ordinary course of business. -- Approval of a $25 million Debtor in Possession ("DIP") revolving credit facility to fund on-going working capital needs during the proceedings. $15 million will be available immediately, with the remaining $10 million available upon final Court approval that is expected within the next three weeks. -- A procedure for the rejection (termination) of 70 leases associated with closed theatres and 59 leases relating to theatres that were assigned or subleased to other operators. -- A procedure for the assumption of various retention agreements with its lawyers (Kirkland & Ellis), financial advisors (Houlihan Lokey Howard and Zukin) and certain other professionals. -- Certain other standard motions relating to movie ticket and gift certificate programs, utilities and cash management. In addition to the approval of these "first day" motions, the Court also established a process schedule which provides for a hearing on Confirmation of the Company's Plan of Reorganization on January 22, 2001. Commenting on the Court approvals, the Company's President and CEO, Kurt Hall, said: "With the approval of all of the motions presented on our 'first day' of the proceedings, we can continue to operate the Company in the ordinary course of business. These approvals were the result of our many months of preparation and the hard work of our employees, legal and financial advisors, and the support of our lenders, including The Anschutz Corporation, the studios and other key business partners. Now that the Confirmation process timetable and hearing dates have been set, we can now focus on executing our business plan and begin the process of returning the Company to profitability." United Artists Theatre Company ("UATC"), a privately held Company, has issued publicly traded subordinated bonds. United Artists Theatre Circuit, Inc., the principal operating subsidiary of UATC, leases certain properties from a third party that has issued publicly traded pass-through certificates. At August 25, 2000, UATC operated 225 theatres with 1,675 screens. VENCOR, INC.: Right to File Plan of Reorganization Extended to Sept. 29 ----------------------------------------------------------------------- Vencor, Inc., announced that the United States Bankruptcy Court for the District of Delaware approved the Company's motion to extend the Company's exclusive right to file its plan of reorganization through September 29, 2000. In support of its motion, the Company informed the Court that it has continued to make progress in the reorganization. The Company noted that negotiations to finalize a consensual plan of reorganization have continued with Ventas, Inc. (NYSE:VTR), the senior bank lenders, holders of the Company's $300 million 9 7/8% Guaranteed Senior Subordinated Notes due 2005 and the advisors to the official committee of unsecured creditors. The Company also reported to the Court that it has continued its conversations with the Department of Justice ("DOJ") regarding the negotiation of the plan of reorganization. The Company informed the Court that it is optimistic that it soon will be in a position to file a consensual plan of reorganization. The Company and the lenders under the debtor-in-possession financing (the "DIP Financing") have agreed to extend the period of time for the Company to file its plan of reorganization through September 29, 2000. Vencor and its subsidiaries filed voluntary petitions for reorganization under Chapter 11 with the Court on September 13, 1999. Vencor, Inc. is a national provider of long-term healthcare services primarily operating nursing centers and hospitals. VERDANT BRANDS: Delisted by Nasdaq, Bankruptcy Likely in Near Future -------------------------------------------------------------------- Twin Cities, Dbusiness.com reports that pest control and fertilizer maker, Verdant Brands (Nasdaq: VERD) will be delisted from Nasdaq. Verdant cannot make the October deadline, which Nasdaq imposed for it to be listed back again. The company also announced the filing of a Form 15 with SEC, so it won't have to file its financial reports. Aside from Nasdaq, Verdant may be forced into bankruptcy for it has stopped paying $ 16 million of trade accounts. Verdant is already considering to sell its retail business. Verdant makes environmentally friendly and traditional pest-control products and fertilizers for retail, agricultural and professional markets. Among its brands are Safe Brand, Dexol, Black Leaf, Blocker, AllPro, SureFire, CheckMate and Ringer. * Bond pricing for the week of September 11, 2000 ------------------------------------------------- Data is supplied by DLS Capital Partners, Inc. Following are indicated prices for selected issues: AMC Ent. 9 1/2 '11 39 - 42 Amresco 9 7/8 '05 36 - 38 Advantica 11 1/4 '08 63 - 65 Asia Pulp & Paper 11 3/4 '05 65 - 67 Carmike Cinema 9 3/8 '09 24 - 26 (f) Conseco 9 '06 64 - 66 Fruit of the Loom 6 1/2 '03 55 - 57 (f) Genesis Health 9 3/4 '05 8 - 10 (f) Globalstar 11 1/4 '04 30 - 32 Loewen 7.20 '03 34 - 36 (f) Oakwood Homes 7 7/8 '04 34 - 36 Owens Corning 7 1/2 '05 52 - 54 Paging Network 10 1/8 '07 36 - 38 (f) Pillowtex 10 '06 20 - 22 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 42 - 44 ********* 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. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 301/951-6400. * * * End of Transmission * * *