/raid1/www/Hosts/bankrupt/TCR_Public/010321.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, March 21, 2001, Vol. 5, No. 56
Headlines
BIO-PLEXUS: Undertakes Recapitalization and New Financing Plan
BRIDGE INFORMATION: U.S. Trustee Appoints Creditors' Committee
COMMODORE APPLIED: French Bank Collects 6MM Shares after Default
CROWN BOOKS: Books-A-Million Assumes 18 Washington/Chicago Leases
DRYPERS CORP.: Sells North American Assets To DSG For $38.5MM
ESQUIRE COMMUNICATIONS: Files For Chapter 7 in C.D. California
FINOVA GROUP: Honoring Customer and Lending Obligations
FRUIT OF THE LOOM: Seeks To Further Extend Exclusive Periods
FRUIT OF THE LOOM: Looks for $425 Million Exit Financing
GENEVA STEEL: Scraps Rights Offering for Preferred Shares
HARNISCHFEGER: Beloit Rejects Seibu Polymer Licensing Agreement
IMPERIAL HOME: Court Confirms Joint Amended Reorganization Plan
ISPAT INLAND: Moody's Cuts Senior Implied Rating to B2 from B1
JCC HOLDING: Louisiana Grants Slight Relief from Casino Taxes
JOBS.COM: Files Chapter 11 Bankruptcy Protection in N.D. Texas
LERNOUT & HAUSPIE: US Trustee Objects to BDO Seidman's Retention
LIDS CORP.: Asks Permission to Sell Assets for $16.5 Million
LOEWEN GROUP: Rejecting Four Shareholder Agreements
LTV CORP: Court Grants Open-Ended Extension Of 365(d)(4) Deadline
MARINER POST-ACUTE: Rule 9027 Removal Period Extended To Oct. 1
NAB ASSET: Intends To File Prepackaged Chapter 11 Plan
NATIONAL HEALTH: MedSmart Shareholders Own Controlling Interest
N U PIZZA: Taps Wall Street Marketing to Scour for New Capital
OWENS CORNING: Engages ARPC & IEI as Asbestos Valuation Experts
PACIFIC GAS: Receives $1.1 Billion Cash from Tax Refunds
PILLOWTEX: Assuming Amended Ralph Lauren Licensing Pact
PLAN B: Case Summary and 20 Largest Unsecured Creditors
PLAY-BY-PLAY: Reports Fiscal 2001 Second Quarter Results
PSINET INC: Dresdner Kleinwort to Explore Strategic Alternatives
PSINET INC: Subsidiary's Sale of Decan Groupe to Raise $30.2MM
REGENT ASSISTED: Asks Three REITs to Renegotiate Lease Terms
RSL COMMUNICATIONS: Commences Bermudan, UK & US Insolvency Cases
RSL COMMUNICATIONS: Case Summary & 20 Largest Unsecured Creditors
SABRATEK: Plan Confirmation Hearing Set For April 17
SAFETY-KLEEN: Poly-Flex Asks For Stay Relief To Enforce M&M Lien
SUN HEALTHCARE: Examiner Retains Crossroads as Financial Advisor
TIDEPOINT: Three Creditors File Involuntary Petition in Maryland
US DIAGNOSTIC: May Opt for Bankruptcy if Debt Restructuring Fails
VENCOR INC.: Ventas Reaches Final Medicare Settlement With DOJ
VLASIC FOODS: Provides Adequate Assurance Package to Utilities
XM SATELLITE: Moody's Rates $125MM Subordinated Notes at Caa3
* Meetings, Conferences and Seminars
*********
BIO-PLEXUS: Undertakes Recapitalization and New Financing Plan
--------------------------------------------------------------
Bio-Plexus, Inc. (OTCBB: BPLX), a leader in the design,
manufacture and marketing of safety medical needles and related
products, reached an agreement in principle with Appaloosa
Management LP, its principal lender, to implement a plan with the
goal of raising up to $10 million in new equity investment and
debt financing, eliminating the convertible debt held by
Appaloosa and certain related entities, and positioning the
Company for future growth in the medical safety needle industry.
The plan includes the following key components:
- Conversion of Appaloosa Debt to Equity
Appaloosa will convert its existing debt of approximately
$19 million into 85% of the Company's outstanding capital stock.
Holders of Bio-Plexus Common Stock will receive 1 (one) share of
New Common Stock in exchange for 10 (ten) shares of Old Common
Stock. After this reverse stock split, the effective conversion
price will be approximately $2.28 per share.
- New Equity Investment of $6 million
On the effective date of the Plan, Appaloosa will also
purchase $3 million of Bio-Plexus common stock via a private
placement at the Conversion Price. In addition, Bio-Plexus will
grant callable Warrants to Appaloosa to purchase $3 million of
Common Stock, exercisable at the Conversion Price. Upon achieving
certain performance targets, Bio-Plexus will be able to call for
redemption of these warrants at $0.01, thereby serving as an
incentive to Appaloosa to exercise early and infuse the
additional capital into the Company. Proceeds from the private
placement and Warrant exercise will be used for general corporate
purposes. Appaloosa's obligation to make the equity investments
is subject to certain conditions relating to the Company's new
product development programs.
With the balance sheet restructured and the infusion of new
equity capital, the Company plans to raise up to $4 million in
additional funds through traditional debt financing, lease
financing, etc. to provide new working capital as needed.
The Company, as part of this restructuring, plans to file a
voluntary petition under Chapter 11 of the United States
Bankruptcy Code. The Company believes that this action is the
quickest and most efficient way to restructure its balance sheet
and raise the necessary capital. The Company expects to complete
its reorganization by the end of the second quarter, 2001.
Appaloosa will provide up to $300,000 in temporary funding, if
needed, during this transition period.
In connection with the restructuring, the Company plans to
reincorporate in Delaware and to implement a new equity incentive
plan aimed at retaining key employees.
John S. Metz, President and Chief Executive Officer of Bio-
Plexus, commented, "In addition to the proposed Appaloosa equity
financing and elimination of debt, there are several other
positive aspects to this Plan, if successfully implemented: (a)
shareholders' equity will move from negative $3 million to
positive $19 million, (b) approximately $2.5 million in annual
interest expense is eliminated, and (c) current restrictive
operating covenants are eliminated."
Mr. Metz continued, "Bio-Plexus has established itself as a
world-class provider of a comprehensive range of medical safety
needles and related products. One of the key objectives of the
planned restructuring is to avoid interruption to the day-to-day
operations of the Company. We fully expect to meet the needs of
our customers, our commitments to employees and our obligations
to suppliers. This Plan, if successfully implemented, will result
in a stronger Company poised for accelerated growth."
Mr. Metz concluded, "We are proud that our products have a direct
impact on the safety and well-being of healthcare workers around
the world. We are leveraging our PUNCTUR-GUARD(R) technology to
develop new, innovative products, and have agreements in place
with companies such as Johnson & Johnson (NYSE: JNJ), Fresenius
Medical Care, North America (NYSE: FMS) and Teleflex Medical,
which supplies C.R. Bard (NYSE: BCR). We announced in January
2001 that Bio-Plexus had been granted 510(k) approval to market
the PUNCTUR-GUARD(R) Winged Set for Blood Collection and we
anticipate that our plan of reorganization will enable sales of
this new product to commence later this year."
Bio-Plexus, Inc. (OTCBB: BPLX), designs, develops, manufactures
and holds U.S. and international patents on safety medical
needles and other products under the PUNCTUR-GUARD(R), DROP-
IT(R), and PUNCTUR-GUARD REVOLUTION(TM) brand names. For
independent evaluations of the PUNCTUR-GUARD(R) blood collection
needle, refer to the Centers for Disease Control (MMWR, January
1997) and ECRI (Health Devices, June 1998 and October 1999)
studies. Accidental needlesticks number about one million per
year in the United States and can result in the transmission of
deadly diseases including HIV and Hepatitis B and C.
BRIDGE INFORMATION: U.S. Trustee Appoints Creditors' Committee
--------------------------------------------------------------
Peter Lumaghi, Esq., an Assistant United States Trustee for
Region XIII, convened an organizational meeting of Bridge
Information Systems, Inc.'s largest unsecured creditors for the
purpose of forming one or more committees to represent creditor
constituencies in Bridge's chapter 11 proceedings.
Mr. Lumaghi determined that one five-member committee, appointed
pursuant to 11 U.S.C. Sec. 1102(a), is sufficient to provide
adequate representation of Bridge's unsecured creditor body in
these cases.
The five appointees are:
Joseph W. Lawrence QesTec, Inc.
23 Midstate Drive, Ste. 104
Auburn, MA 01501
Phone (508) 832-5006
FAX (508) 832-5441
Howard Barnstone
Data Broadcast Corporation
22 Crosby Drive
Bedford, MA 01730
Phone (781) 687-8509
FAX (781) 687-8643
Craig Kissel
GovPX, Inc.
2 World Financial Center
225 Liberty Street, Floor 26
New York, NY 10281
Phone (212) 693-1200, extension 207
FAX (212) 693-1627
Dennis Flynn
Thomson Corporation
2 Gateway Center
Newark, NJ 07107
Phone (973) 353-7118
FAX (973) 622-4257
Sherry Cosgrove
Moca, Inc.
400 Donald Lynch Boulevard
Marlborough, MA 01752
Phone (508) 480-6545
FAX (508) 460-0196
At the conclusion of the organizational meeting, Mr. Lumaghi
thanked all creditors and their representatives for attending and
for their willingness to serve on an official committee. Mr.
Lumaghi directed the committee appointees to immediately convene
their first meeting, introduce themselves to one another, select
a chairperson, decide how to conduct their business and, if they
wished, select professionals to advise and assist them in
carrying out their statutory duties set forth in 11 U.S.C. Sec.
1103. (Bridge Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)
COMMODORE APPLIED: French Bank Collects 6MM Shares after Default
----------------------------------------------------------------
Caisse Regionale de Credit Agricole Mutuel de la Charente
Maritime Deux Sevres ("CADS"), a banking institution organized
under the laws of France, has filed a statement with the
Securities & Exchange Commission acknowledging the beneficial
ownership of 6,000,000 shares of the common stock of Commodore
Applied Technologies, Inc. This represents a 12.49% holding of
the Company stock.
On December 3, 1993, CADS and the parent corporation of Commodore
Applied Technologies, Inc., Commodore Environmental Services
Inc., a Delaware corporation ("COES"), entered into a Bond
Purchase Agreement, in which CADS purchased two convertible bonds
issued by COES in the respective face amounts of US$ 2,500,000
and US$ 1,500,000. The purchase price of the bonds was obtained
out of CADS's working capital as an investment for its own
account.
In 1998, COES pledged an aggregate of 6,000,000 shares of
Commodore Applied Technologies common stock owned by it to CADS
as collateral for repayment of the bonds in substitution of other
collateral.
On December 4, 2000 the bonds matured and Commodore Applied
Technologies parent COES failed to repay the principal. CADS
agreed to forbear from declaring a default pending the outcome of
good faith negotiations with COES. On February 6, 2001
negotiations were terminated and CADS declared a default under
the Bond Purchase Agreement, which default gave CADS the right to
take possession of the 6,000,000 pledged shares of common stock.
CADS intends to sell the 6,000,000 pledged shares of common stock
if, when and as market conditions permit.
In the aggregate, the shares represent approximately 12.49% of
the 48,026,172 shares of Common Stock outstanding as of November
14, 2000. CADS has undertaken to abstain from voting any of the
6,000,000 shares of common stock pledged to CADS for as long as
CADS holds such shares. CADS has the right to dispose of the
6,000,000 shares.
CROWN BOOKS: Books-A-Million Assumes 18 Washington/Chicago Leases
-----------------------------------------------------------------
Books-A-Million, Inc. (Nasdaq/NM:BAMM) disclosed that the
Bankruptcy Court has approved the Company's assumption or sub-
lease of 18 Crown Books Corporation real estate leases in the
Washington, D.C. and Chicago metropolitan areas. The approval was
finalized on Friday, March 16, 2001. Books-A-Million had
previously finalized the purchase of the inventory in these
stores.
Clyde B. Anderson, Chairman and Chief Executive Officer,
commented, "We are very excited about the opportunity to enter
the Washington, D.C. and Chicago metropolitan markets. We plan to
move aggressively to bring all the elements of the Books-A-
Million brand to booklovers in these markets."
Books-A-Million is one of the nation's leading book retailers and
sells on the Internet at www.booksamillion.com. The company
presently operates 202 stores in 18 states. The Company operates
four distinct store formats, including large superstores
operating under the names Books-A-Million and Books & Co.,
traditional bookstores and combination book and greeting card
stores, both operating under the name Bookland, and Joe Muggs
Newsstands.
DRYPERS CORP.: Sells North American Assets To DSG For $38.5MM
-------------------------------------------------------------
DSG International Limited (Nasdaq: DSGIF) and Drypers Corporation
(OTC Bulletin Board: DYPR) announced that the sale of Drypers'
North American assets pursuant to the order of the U.S.
Bankruptcy Court based in Houston, Texas has been completed by
the payment of $38.5 million. DSG's U.S. subsidiary, Associated
Hygienic Products LLC, acquired assets located in Marion, Ohio,
Vancouver, Washington and Houston, Texas.
DSG International Limited and its predecessors have been in the
business of manufacturing and distributing disposable diapers
since 1973. With manufacturing plants in Georgia, Ohio,
Washington and Wisconsin, the Company also maintains
manufacturing operations in Hong Kong, Australia, Great Britain,
Switzerland, China, Thailand, Indonesia and Malaysia.
Additionally, DSG International distributes its products
throughout Asia, Australia, North America and Europe. The Company
produces private label disposable diapers, adult incontinence
products, and training pants at certain of its operations. Its
best selling brands include "Drypers(R)", "Fitti(R)", "Pet
Pet(R)", "Cosies(R)", "Cosifits(R)", "Baby Love(R)",
"Babyjoy(R)", "Lullaby(R)", "Cares(R)", "Cuddles(R)", "Super
Fannies(R)", "Dispo 123(TM)", "Handy(TM)", "Vlesi(R)",
"Certainty(R)" and "Merit(R)".
ESQUIRE COMMUNICATIONS: Files For Chapter 7 in C.D. California
--------------------------------------------------------------
Esquire Communications Ltd. (OTC:ESQS) has ceased all operations
and filed Chapter 7 bankruptcy proceedings for the company and
each of its subsidiaries.
The filings were made in the United States Bankruptcy Court for
the Central District of California in Santa Ana.
As previously announced, Esquire Communications Ltd. surrendered
its assets to Antares Leveraged Capital Corp., as agent for the
company's lender group, which subsequently sold the assets to
Hobart West Legal Services, a human resource company. The sale
included to the right to use the name Esquire Deposition
Services.
The company also announced that Paul Bellamy, chief executive
officer, and Joseph Trentacosta, chief financial officer, had
submitted their resignations. In addition, the company said that
it intends to discontinue filing reports with the Securities and
Exchange Commission.
The company was a provider of court reporting services and in
certain markets, also provided permanent and temporary staffing
of legal and financial professionals. In the past year, the
company reported a number of adverse financial and operating
developments, including the inability to pay principal under its
Senior Secured Credit Agreement Debt, and the suspension of
payments to holders of its Subordinated Notes.
FINOVA GROUP: Honoring Customer and Lending Obligations
-------------------------------------------------------
The FINOVA Group, Inc. defines its customer base as "middle-
market" businesses with financing needs falling generally between
$100,000 and $35 million, but in some instances exceeding $100
million. The Debtors provide their customers with a broad range
of sophisticated and customized financing and capital market
products, including revolving credit facilities, term loans,
leases, equity capital, and equipment and real estate financing.
Historically, the Debtors have concentrated their financing
activities within three market groups:
(A) Commercial Finance Group primarily provides revolving
credit facilities and term loans secured by assets including
receivables or inventories, as well as factoring and management
services.
(B) Specialty Finance Group provides a wide variety of
lending products, including leases, loans, accounts receivable
and cash flow based financing, to industry specific niches.
Examples of the types of financing are for timeshare resorts,
used commercial aircraft and corporate jets, franchise
restaurants, healthcare facilities, television and radio stations
and cable systems, and information technology. This group also
provides servicing and collection services.
(C) Capital Markets Group includes commercial mortgage
financing and servicing, mezzanine-debt financing, and debt and
equity capital funded with institutional partners.
Through these three market groups, the Debtors extend revolving
credit facilities, term loans, equipment and real estate leases
and financing to their customers. The Debtors also service loans
on behalf of themselves and third parties.
With defined underwriting criteria, as well as diversification
geographically and among industries, customers and loan products,
the Debtors generally maintained a high quality portfolio with a
minimum of non-earning assets and write-offs. FINOVA's recognized
expertise within the market niches, along with value- added
servicing, has enabled the Debtors to differentiate themselves
from their competition and to command pricing that has provided a
satisfactory spread over their borrowing costs. The Debtors'
business generates interest, lease rentals, fees and other income
through charges assessed on outstanding loans, loan servicing,
leasing, brokerage, sales of equity investments and other
activities. Their primary expenses are the costs of funding their
loan and lease business, including interest paid on debt,
provisions for credit losses, marketing expenses, salaries and
employee benefits, taxes, servicing and other operating expenses.
Thus, the Debtors asked the Court for explicit authority to run
their financing businesses in the ordinary course without
disruption and dislocation resulting from the chapter 11 filings.
The Debtors need to continue transferring funds, making loans and
paying operational expenses in the ordinary course of their
businesses in order to avoid a substantial risk to the value of
the Debtors' loan portfolio. They need to pay several categories
of prepetition creditors, including foreign creditors, taxing
authorities, employees and investment obligations. In addition,
the Debtors need to continue their ordinary course collections
and processing of payments for their customers, which includes
collecting certain customer funds and administering the payments
of certain customer obligations.
A strict reading of the bankruptcy code could arguably result in
FINOVA paying certain prepetition obligations and requiring the
Debtors to bring every financing transaction before the Court for
review. That, the Debtors suggested, would be the death-knell of
their businesses.
"Unlike cases where creditors ultimately receive pennies on the
dollar, in this case, the Debtors anticipate paying a very
significant recovery to creditors," Jonathan M. Landers, Esq., at
Gibson, Dunn & Crutcher LLP tells the Court. Therefore, honoring
these prepetition obligations should not result in a materially
greater payment to any creditor than it would ultimately receive
under a plan of reorganization. Conversely, the Debtors' failure
to maintain their current operations could seriously undermine
the value of a significant portion of their billions of dollars
of assets, which could jeopardize recoveries to creditors. On
balance, honoring such commitments is a greater benefit to the
Debtors' estates than the costs associated with paying them.
Specifically, the Debtors ask the Court for authority to honor
approximately $2,700,000,000 of prepetition funding commitments.
These funding obligations will vary in amount from month to month
based upon a number of factors. With respect to existing
commitments, the most significant factor affecting the amount of
funding is the actual amount drawn by customers on revolving or
term loans based on the amount of collateral support generated by
the borrower's business. The Debtors have historically advanced
funds to customers in the approximate average amount of
$250,000,000 above incoming receipts. The Debtors also seek
explicit authority to honor their commitments on all undrawn
prepetition letters of credit.
The need for this relief is obvious, Judge Wizmur found, granting
FINOVA authority to "honor, renew, increase and/or fund, in their
sole and absolute discretion any prepetition commitments . . .
including, without limitation, loans, participation loans,
leases, floor plan and similar forms of financing, investment
alliance funds and letter of credit obligations." (Finova
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., 609/392-0900)
FRUIT OF THE LOOM: Seeks To Further Extend Exclusive Periods
------------------------------------------------------------
Luc Despins Esq., from Milbank, Tweed, Hadley & McCloy told Judge
Walsh that Fruit of the Loom, Ltd. has been engaged in serious
and substantial negotiations with its prepetition secured bank
lenders and secured noteholders since August 2000. Those
negotiations came to a virtual standstill in January and February
because of unresolved intercreditor issues and changes requested
by the prepetition secured creditors. The tide changed in the
past two weeks and there's been significant movement by the
parties. Fruit of the Loom now believes that a plan of
reorganization acceptable to the prepetition secured creditors
has been achieved.
Fruit of the Loom has substantially stabilized its business
operations, which was a precondition to the development of a long
term business plan; reviewed and streamlined its business
operations; formulated a long term business plan; and made
significant progress in the myriad tasks required to negotiate
and formulate a plan of reorganization.
Fruit of the Loom refrained from negotiations with the creditors
committee until after the discussions were completed with the
secured creditors. Fruit of the Loom is now in a position to have
meaningful discussions with the creditors committee. To spark
those talks, Fruit of the Loom and its retained professionals
have prepared all of the necessary documents to file a plan and
disclosure statement. The Debtors cautioned Judge Walsh that some
open issues on the terms of the plan must be resolved.
Laura Davis Jones Esq., of Pachulski, Stang, Ziehl, Young &
Jones, representing the Informal Committee, said the Informal
Committee supports an extension of the Debtors' exclusive period.
Ms. Jones told Judge Walsh that the plan drafts her clients have
seen is acceptable to them as prepetition secured creditors. Mr.
Jones applauded the Debtors for passing this critical milestone
in these chapter 11 cases, and the Informal Committee could not
be more delighted. Ms. Jones noted that her clients' support of
the plan is indispensable because the Debtors' Chapter 11 estates
do not appear to be of sufficient value to satisfy secured claims
in full.
The creditor constituencies are energized, Ms. Jones said,
because they have reached an agreement in principle on the
framework and structure of a plan and its economic consequences.
It is the result of many months of labor and creative thinking
towards resolving the many complex legal and business issues
bearing directly of the reorganization. Having passed this
critical milestone, Ms. Davis urged Judge Walsh to help Fruit of
the Loom reach the finish line. The informal committee
respectfully requested that Fruit of the Loom be provided that
extension.
With a plan on the table, Judge Walsh ruled that the Debtors'
exclusive period within which to file a plan is extended through
the conclusion of the hearing on confirmation of their proposed
plan. If their plan fails to achieve confirmation, the door will
be open for other parties to propose alternative plans.
The Debtors' exclusive period within which to solicit acceptances
of the plan currently is set to expire on April 30. It is likely,
Mr. Despins indicated, that the Debtors will need to extend that
time. Judge Walsh hinted that would not be a problem, observing
that the disclosure statement approval process, balloting, and
preparing for a confirmation ordinarily takes longer than 45 days
in a mega-chapter 11 proceeding. (Fruit of the Loom Bankruptcy
News, Issue No. 24; Bankruptcy Creditors' Service, Inc., 609/392-
0900)
FRUIT OF THE LOOM: Looks for $425 Million Exit Financing
--------------------------------------------------------
Fruit of the Loom Ltd. said it would need $425 million to finance
its exit from bankruptcy protection, but so far the Chicago-based
underwear and apparel maker has neither a lender nor an exit
date, according to Reuters. In its reorganization plan filed in
the U.S. Bankruptcy Court in Delaware on Thursday, the company
said that it would use the exit financing, plus cash from non-
debtor operations, to repay its $250 million emergency bankruptcy
financing, fund payouts to creditors, and provide working capital
for operations.
The Chicago-based company, whose products include BVD briefs and
Wilson athletic apparel, filed for chapter 11 in December 1999
after struggling with manufacturing and inventory problems and
several quarters of fiscal losses. As part of the reorganization,
Fruit of the Loom will issue 46.5 million new shares of common
stock. Secured bank lenders and noteholders will get 99 percent
of the new shares and up to $300 million in senior unsecured
notes. The plan projected net earnings of $414.2 million in
2001, $100.6 million in 2002, and $109.5 million in 2003. (ABI
World, March 19, 2001)
GENEVA STEEL: Scraps Rights Offering for Preferred Shares
---------------------------------------------------------
Geneva Steel Holdings Corp. and Geneva Steel, LLC, asked the U.S.
Bankruptcy Court for the District of Utah to excuse the Debtor
from distributing to eligible creditors of the bankruptcy estate
rights to purchase preferred stock of Geneva as contemplated
under the Third Amended Plan of Reorganization, as modified,
dated December 6, 2000.
"Due to unforeseen market developments, the price specified in
the Plan for the exercise of the rights is now far in excess of
the likely market value of the preferred stock, given the current
trading price of the common stock. Thus, contrary to its intended
purpose, the rights offering would likely benefit neither
eligible creditors of the estate nor Geneva. Geneva therefore
seeks entry of an order excusing it from proceeding with the
rights offering," Mark C. Ellenberg, Esq., and Peter M. Dodson,
Esq., at CADWALADER, WICKERSHAM & TAFT and Ralph R Mabey, Esq.,
and Steven J. McCardell, Esq., at LEBOEUF, LAMB, GREENE & MACRAE
L.L.P., told the Court.
Geneva's Plan contemplates a Rights Offering to raise $25 million
of additional capital through the sale of its preferred stock.
The rights were to be distributed to prepetition unsecured
creditors, who, by virtue of the Plan, became shareholders of
Geneva. The equity rights would entitle each holder to purchase
shares of Geneva preferred stock for $10.80 per share. Each share
of preferred stock pays a 12% annual dividend and is convertible
into one share of Geneva common stock and the dividend is payable
8% in cash and 4% in common stock.
The offering price specified in the Plan far exceeds the trading
price of corresponding shares of common stock in the open market.
The Plan set the exercise price of the rights at $10.80 per
preferred share based on an enterprise valuation of Geneva
suggesting that each share of new Geneva common stock would have
a value of approximately $15.40. However, the weighted average
trading price of Geneva's common stock during the first 30 days
of trading was approximately $2.03 per share. The current market
price is below $2.00. Even though the preferred stock will pay a
dividend, and thus should trade at a higher price than the
common, the spread between the price at which the common is
trading and $10.80 is much larger than the interest component
would justify. Accordingly, the trading price of the preferred
stock would likely be significantly less than $10.80.
In Geneva's view, the trading price of the common stock reflects
near term problems in the domestic steel market as a whole and
substantially understates Geneva's value. Nonetheless, it would
be contrary to the original purpose of the Rights Offering for
Geneva to offer eligible shareholders preferred stock at $10.80
per share when they could buy the common stock into which it is
convertible for a fraction of the cost. Moreover, proceeding with
the rights offering would appear to be a fruitless and expensive
exercise that would not result in raising additional capital for
Geneva. The offering memorandum would, as a matter of fair
disclosure, have to discourage recipients from investing. Geneva
notes that Loomis Sayles had agreed to purchase at least $15
million of preferred stock in the event rights were not fully
exercised. However, Loomis commenced an action for a judgment
declaring that the conditions precedent to its performance under
the standby commitment could not be satisfied. Loomis and Geneva
have settled this litigation, subject to court approval, by
having Loomis make a payment to Geneva in exchange for a release
from the standby commitment.
Pursuant to its equitable powers, Geneva's legal team argued, the
Court may issue any order necessary or appropriate to enforce or
implement court orders or to carry out the provisions of the
Bankruptcy Code. 11 U.S.C. Sec. 105. That provision restates the
traditional understanding that the bankruptcy courts, as courts
of equity, have broad authority to modify debtor-creditor
relationships. See Pepper v. Litton, 308 U.S. 295, 303304 (1939);
Katchen v. Landy, 382 U.S. 323, 327 (1966). Such power should be
exercised here to excuse Geneva from proceeding with a Rights
Offering that would not help either Geneva or its new
shareholders. See generally, In re Consolidated Auto Recyclers.
Inc., 123 B.R. 130, 142 (Bankr. D. Maine 1991)(actions of trustee
to preserve estate assets consistent with trustee's fiduciary
duties to creditors approved retroactively pursuant to Section
105).
In addition, the attorneys argued, the Court should excuse Geneva
from proceeding with the Rights Offering based on the doctrine of
supervening frustration of purpose. It is well settled, they
said, that where, after a contract is made, a party's principal
purpose is substantially frustrated without its fault by the
occurrence of an event the nonoccurrence of which was a basic
assumption on which the contract was made, its remaining duties
to render performance are discharged. Restatement of Contracts
(Second) Sec. 265. The rule set forth in Section 265 of the
Restatement is recognized both in the Tenth Circuit and in Utah.
Resolution Trust Corp. v. Fed. S & L Ins. Corp., 25 F.3d 1493,
1503 (10m Cir. 1994); Bitzes v. Sunset Oaks. Inc., 649 P.2d 66,
6869 (Utah 1982).
From Geneva's perspective, the rights offering will almost
certainly fail to generate significant new capital. At the same
time, the expenses associated with the offering would be
substantial.
From the perspective of those eligible to receive rights under
the Plan, the Rights Offering would not achieve the intended
purpose of creating an opportunity to acquire the preferred stock
at a discount from fair market value. That objective is
impossible to achieve undercurrent market conditions.
The principal purpose of the Rights Offering has been frustrated
for all parties, Geneva concluded. The frustration is so
substantial that proceeding with the Rights offering would be
pointless and counterproductive. The Rights Offering would not
have been included in the Plan if the proponents believed that
the common stock would be trading around $2.00 at the time of the
offering. For those reasons, Geneva urged that the Bankruptcy
Court excuse the Company from performing the Rights offering on
the ground of supervening frustration of purpose. The Plan rests
on the assumption that Geneva and Geneva Steel, LLC, would have
sufficient liquidity to implement the Plan without proceeds from
the Rights Offering. Indeed, the projections presented at the
confirmation hearing were based on the conservative assumption
that the proceeds of the Rights Offering would be zero.
HARNISCHFEGER: Beloit Rejects Seibu Polymer Licensing Agreement
---------------------------------------------------------------
Beloit Corporation of the Harnischfeger Industries, Inc. Debtors
sought the Court's authority, pursuant to section 365(a) of the
Bankruptcy Code, to reject the Technical Assistance and License
Agreement, which is an unexpired executory contract, between
licensor Beloit and licensee Seibu Polymer Chemical Co., Ltd.
The royalty provided pursuant to the Seibu Agreement is 3% of the
net sales price of belt products and roll over products sold.
Beloit submitted that it no longer owns the paper machine patents
and technology and roll covering manufacturing patents and
technology that are the subject matters of the Seibu Agreement.
As a result continuation of the contractual relationship between
Beloit and the Licensee provides no benefit to the estate of
Beloit but rather creates potential unnecessary financial burdens
upon Beloit.
In the absence of this relief, the estate of Beloit could be
needlessly saddled with administrative liabilities under section
365(d)(10) of the Bankruptcy Code.
Beloit proposed that the rejection be effective February 21, 2001
and tells the Court that the Licensee has been informed
accordingly. Beloit also requested that the Court direct that the
Licensee shall have no more than 30 days after the rejection of
the Seibu Agreement to make its election pursuant to section
365(n)(1) of the Bankruptcy Code. (Harnischfeger Bankruptcy News,
Issue No. 38; Bankruptcy Creditors' Service, Inc., 609/392-0900)
IMPERIAL HOME: Court Confirms Joint Amended Reorganization Plan
---------------------------------------------------------------
The Imperial Home Decor Group Inc. (IHDG) said that the U.S.
Bankruptcy Court for the District of Delaware has confirmed the
company's Joint Amended Plan of Reorganization.
The court's confirmation of IHDG's plan clears the way for the
company's emergence from chapter 11, which the company expects to
occur in late March or early April, 2001.
"The confirmation of our plan signals a new beginning for our
company," said Douglas R. Kelly, president and chief executive
officer of IHDG. "Our plan is reasonable and this is reflected in
the consensus we have reached with our creditors."
The court hearing on March 16 was specifically held to assure
that all of the reorganization requirements had been met under
the Bankruptcy Code. This included acceptance by the requisite
majority of creditor classes. Creditors concluded their voting
process on March 9 and overwhelmingly supported the company's
plan of reorganization.
"Over the last year," Kelly said, "we have not only completed a
financial restructuring, but also have taken necessary steps to
reinforce our position as the global leader in residential
wallcoverings."
Noting progress in key areas, Kelly said the company had:
-- streamlined and consolidated operations to improve
production and service;
-- implemented a voice activated telephone system allowing
customers to conveniently place orders 24 hours-a-day, 7
days-a-week;
-- introduced a non-woven substrate into the market;
-- developed a new website which will be launched in May,
2001, to assist consumers and retailers in selecting
wallcoverings;
-- launched over 70 new wallcovering collections; and
-- introduced new products such as Instant Stencils, tile
stickers, and window coverings.
Kelly credited the company's successful reorganization to the
dedication and commitment of IHDG employees, customers and
vendors, and expressed appreciation to the court as well. IHDG
filed its chapter 11 case on January 5, 2000 in the United States
Bankruptcy Court for the District of Delaware.
Imperial Home Decor Group is the world's largest designer,
manufacturer and distributor of residential wallcovering
products. IHDG also markets commercial wallcoverings and is a
premiere supplier of vinyl for pool liners through the Vernon
Plastics operating division. Headquartered in Cleveland, Ohio,
IHDG supplies home centers, national chains, independent dealers,
mass merchants, design showrooms and specialty shops. Product
lines include the Imperial, Katzenbach & Warren, Albert Van Luit,
Sterling Prints, Imperial Fine Interiors, Sunworthy and
Colorfields brand names. The Company was created in 1998 through
the merger of Imperial Wallcoverings and Borden Decorative
Products. In 2000, Imperial Home Decor Group had net sales in
excess of $363 million.
ISPAT INLAND: Moody's Cuts Senior Implied Rating to B2 from B1
--------------------------------------------------------------
Ongoing weakness in the domestic steel markets has caused the
lowering of Ispat Inland Incorporated's bond rating.
Moody's Investors Service downgraded the company's senior implied
rating to B2 from B1 in view of its weak financial performance,
cash flow and debt protection measures.
The rating agency also downgraded the company's affiliate Ispat
Inland L.P., affecting its $700 million senior secured term
credit facilities and $160 million senior secured letter of
credit facility.
The downgrades are as follows:
* Ispat Inland Inc.
-- senior implied rating to B2 from B1;
-- senior unsecured issuer rating to B3 from B1;
-- senior secured first mortgage bonds to B2 from B1;
-- industrial revenue bonds to B3 from B1.
* Ispat Inland L.P.
-- $700 million senior secured term credit facilities and
$160 million senior secured letter of credit facility
to B2 from Ba3.
Analysts believe there is a limited likelihood of price
improvement in the near term. As a result, the industry's
financial performance will likely be weak for at least the first
half of 2001.
Moody's says steel manufacturers like Ispat will greatly benefit
from a cash conservation policy in the mean time.
The rating agency projects a negative outlook for the company due
to this pervading industry condition.
JCC HOLDING: Louisiana Grants Slight Relief from Casino Taxes
-------------------------------------------------------------
Bankrupt JCC Holding Co., whose sole asset is Harrah's New
Orleans Casino, received assistance from the state of Louisiana
in its bid to reduce the taxes it pays on the gaming hall,
according to TheDeal.com. The assistance is a major step in its
attempt to exit chapter 11 bankruptcy. The state Senate on
Wednesday approved a bill that will reduce taxes on the casino to
$50 million in the first year and $60 million in successive
years. Originally JCC Holding, 43 percent owned by Harrah's
Entertainment Co., was set to pay $100 million per annum. Without
the tax reduction, Harrah's would have likely closed its
facility.
Now JCC Holding appears to be on the fast track to recovery. The
company's reorganization plan filed before Judge Thomas Brahney
of the U.S. Bankruptcy Court, Eastern District of Louisiana, is
said to slash JCC Holding's debt from $548.5 million in secured
claims to $125 million. JCC Holding filed for chapter 11 on Jan.
4, listing total liabilities of $584.5 million. (ABI World, March
19, 2001)
JOBS.COM: Files Chapter 11 Bankruptcy Protection in N.D. Texas
--------------------------------------------------------------
jobs.com filed for Chapter 11 protection with the U.S. bankruptcy
Court in the Northern District of Texas. BankruptcyData.com
stated that the Company's Website would remain up for at least 90
days and that the Company has sufficient operations to continue
operating. Accordingly, since 1999, the Company has received more
than $100 million in funding. (New Generation Research, March 19,
2001)
LERNOUT & HAUSPIE: US Trustee Objects to BDO Seidman's Retention
----------------------------------------------------------------
Patricia A. Staiano, United States Trustee for Region 3, by and
through counsel Mark S. Kenny, Esq., filed with Judge Wizmur a
limited objection to Lernout & Hauspie Speech Products N.V. and
Dictaphone Corp.'s Official Committee of Unsecured Creditors'
application to retain BDO Seidman LLP as their Accountant.
The US Trustee contended that the application improperly seeks
approval of the terms of BDO Seidman's engagement, shifting an
inappropriate burden of proof to any party-in-interest who might
object to BDO Seidman's fees. (L&H/Dictaphone Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc., 609/392-0900)
LIDS CORP.: Asks Permission to Sell Assets for $16.5 Million
------------------------------------------------------------
Sports cap vendor Lids Corp. has asked a U.S. Bankruptcy Court
for permission to sell the company to an Indianapolis hat
retailer for $16.5 million, according to the Associated Press.
Lids has filed a motion in bankruptcy court in Wilmington, Del.,
proposing to sell its assets to Hat World Corp. Those assets
include Lids' 290 retail stores, its 91 leased departments within
Just For Feet stores and its web site. The purchase, if approved
at a hearing April 12, would give Hat World 450 stores in 47
states, 91 leased departments and about 2,300 employees. The
Westwood, Mass.-based Lids sought chapter 11 bankruptcy
protection Jan. 4, 2001. (ABI World, March 19, 2001)
LOEWEN GROUP: Rejecting Four Shareholder Agreements
---------------------------------------------------
The Loewen Group, Inc. Debtors sought and obtained the Court's
authority for the rejection of (a) the Earthman Shareholder
Agreement, (b) the Wagner Shareholder Agreement, (c) the Cauthen
Shareholder Agreement, and (d) the HDG Shareholder Agreement.
The Earthman Shareholder Agreement
In December, 1993, LGII entered into a Shareholder Agreement with
Bruce E. Earthman, Blanche Earthman Morello, Walter Luck, John R.
Klesel, William J. Earthman, John B. Earthman, James B. Earthman
IV and Beth Earthman Hall, pursuant to which the parties agreed
to certain terms and conditions with respect to the ownership and
activities of Debtor Earthman Holdings, Inc. The Shareholders and
LGII hold all of the outstanding shares of common stock of
Earthman Holdings. The Earthman Parties in the aggregate hold 200
shares of Class A common stock, and LGII holds 1,800 shares of
Class B common stock. Under the terms of the Shareholder
Agreement, the parties agreed on:
* Restriction on Sale and issuance of Shares
The Earthman Parties and LGII are prohibited from selling,
transferring or disposing of their shares except in accordance
with the Earthman Shareholder Agreement. The Earthman Parties
each have a "put" right pursuant to which they may require LGII,
on 120 days written notice, to purchase their shares of Class A
common stock at an "agreed price" to be determined by a formula
set forth in the Earthman Shareholder Agreement. The minimum
"agreed price" is the original equity contribution of the selling
shareholder. LGII also has the right to call all of the Earthman
Parties' shares if more than 50% of those shares are held by
persons who are not active employees of Earthman Holdings or any
of its affiliates.
* Restriction on Issuance of Shares
Earthman Holdings is prohibited from issuing any additional
shares of its stock, granting stock options or creating any new
subsidiaries without the consent of a majority of the Earthman
Parties.
* Financing of Acquisitions
With respect to the first $10 million of acquisitions by
Earthman Holdings, the Earthman Parties were to be responsible
for funding 3.3% of the acquisition cost, or $330,000 whereas
with respect to acquisitions in excess of $10 million, LGII is
required to fund the full acquisition cost.
* Capital Expenditures
Payment for capital expenditures is required to be made from
current cash flow or long-term debt. Net after-tax proceeds from
sales of capital items are required to be applied as a reduction
of long-term debt.
* Legend on Shares
Each share certificate of Earthman Holdings stock must
include a legend noting that such share is subject to the terms
and conditions set forth in the Earthman Shareholder Agreement.
* Management Fee
LGII is entitled, within its sole discretion, to charge a
periodic management fee to Earthman Holdings.
The Wagner Shareholder Agreement
In March, 1992, LGII and William C. Wagner entered into a
Shareholder Agreement pursuant to which the parties agreed to
certain terms and conditions with respect to the ownership and
activities of Debtor Wagner Acquisition Corporation. Mr. Wagner
and LGII hold all of the outstanding shares of common stock of
Wagner Acquisition. Mr. Wagner holds 10 shares of Class A common
stock, and LGII holds 90 shares of Class B common stock.
Under the terms of the Shareholder Agreement, the parties agreed
on:
* Restriction on Sale and issuance of Shares
Mr. Wagner is prohibited from selling, transferring or
disposing of his shares except in accordance with the Wagner
Shareholder Agreement. The Sharehoders have a "put" right
pursuant to which they may require LGII, on 120 days written
notice, to purchase their shares of Class A common stock at an
"agreed price" to be determined by a formula set forth in the
Shareholder Agreement. The minimum "agreed price" is the original
equity contribution by the Shareholders to Weinstein, or
$495,000. LGII also has the right to call the Shareholders'
respective shares in the event that Joel W. Weinstein, Norman
Cutler and Robert A. Weinstein are no longer employed by LGII or
any of its affiliates or subsidiaries.
* Restriction on Issuance of Shares
Wagner Acquisition is prohibited from issuing any additional
shares of its stock, granting stock options or creating any new
subsidiaries without the consent of Mr. Wagner.
* Financing of Acquisitions
With respect to the first $10 million of acquisitions by
Wagner Acquisition, Mr. Wagner was to be responsible for funding
3.3% of the acquisition cost, or $330,000 whereas with respect to
acquisitions in excess of $10 million, LGII is required to fund
the full acquisition cost. Although Wagner Acquisition made
acquisitions under the Wagner Shareholder Agreement aggregating
more than $10 million, Mr. Wagner has contributed only $183,400.
* Capital Expenditures
Payment for capital expenditures is required to be made from
current cash flow or long-term debt. Net after-tax proceeds from
sales of capital items are required to be applied as a reduction
of long-term debt.
* Legend on Shares
Each share certificate of Wagner Acquisition stock must
include a legend noting that such share is subject to the terms
and conditions set forth in the Wagner Shareholder Agreement.
* Management Fee
LGII is entitled, within its sole discretion, to charge a
periodic management fee to Wagner Acquisition.
The Cauthen Shareholder Agreement
In November, 1997, LGII and Hazel R. Cauthen, Jr. entered into a
Shareholder Agreement pursuant to which the parties agreed to
certain terms and conditions with respect to the ownership and
activities of Cauthen Holdings, Inc. LGII, Hazel R. Cauthen, Jr.
and J.C. Carothers, Jr. were to hold all of the outstanding
shares of common stock of Cauthen Holdings, Inc. Mr. Cauthen
and J.C. Carothers, Jr. were to hold five shares each of Class A
common stock of Cauthen Holdings, Inc., and LGII was to hold 90
shares of Class B common stock of Cauthen Holdings, Inc. A
corporation named Cauthen Holdings, Inc., however, was never
formed. Rather, Cauthen's, Inc. was incorporated and has served
as the entity through which the acquisitions and other activities
comtemplated under the Cauthen Shareholder Agreement have been
undertaken. Cauthen's, Inc. is a Debtor in these chapter 11
cases.
Accordingly, although the Cauthen Shareholder Agreement refers to
Cauthen Holdings, Inc., the Debtors will refer to the applicable
terms of the Cauthen Shareholder Agreement as governing the
ownership and activities of Cauthen's, Inc.
The Cauthen Shareholder Agreement governs:
* Restriction on Sale and issuance of Shares
Mr. Cauthen is prohibited from selling, transferring or
disposing of his shares except in accordance with the Cauthen
Shareholder Agreement. Mr. Cauthen has a "put" right pursuant to
which he may require LGII, on 120 days written notice, to
purchase his shares of Class A common stock at an "agreed price"
to be determined by a formula set forth in the Cauthen
Shareholder Agreement. LGII also has the right to call Mr.
Cauthen's shares shares if he is no longer employed by LGII or
any of its affiliates or subsidiaries.
* Restriction on Issuance of Shares
Cauthen's, Inc. is prohibited from issuing any additional
shares of its stock, granting stock options or creating any new
subsidiaries without the consent of Mr. Cauthen.
* Financing of Acquisitions
With respect to the first $10 million of acquisitions by
Cauthen's, Inc., Mr. Cauthen was to be responsible for funding
1.65% of the acquisition cost, or $165,000 whereas with respect
to acquisitions in excess of $10 million, LGII is required to
fund the full acquisition cost.
* Capital Expenditures
Payment for capital expenditures is required to be made from
current cash flow or long-term debt. Net after-tax proceeds from
sales of capital items are required to be applied as a reduction
of long-term debt.
* Legend on Shares
Each share certificate of Cauthen's, Inc. stock must include
a legend noting that such share is subject to the terms and
conditions set forth in the Cauthen Shareholder Agreement.
* Management Fee
LGII is entitled, within its sole discretion, to charge a
periodic management fee to Weinstein.
The Vay-Meeson Shareholder Agreement
In May, 1995, LGII, Robert Vay and Douglas Meeson entered into a
Shareholder Agreement pursuant to which the parties agreed to
certain terms and conditions with respect to the ownership and
activities of Vay-Meeson Holding Company, Inc. Robert Vay,
Douglas Meeson and LGII hold all of the outstanding shares of
common stock of Vay-Meeson Holding. Mr. Vay and Mr. Meeson in the
aggregate hold 10 shares of Class A common stock, and LGII holds
90 shares of Class B common stock.
The Vay-Meeson Shareholder Agreement provides for:
* Restriction on Sale and issuance of Shares
Mr. Vay and Mr. Meeson are prohibited from selling,
transferring or disposing of their shares except in accordance
with the Vay-Meeson Shareholder Agreement. The Sharehoders have a
"put" right pursuant to which they may require LGII, on 120 days
written notice, to purchase their shares of Class A common stock
at an "agreed price" to be determined by a formula set forth in
the Shareholder Agreement. The minimum "agreed price" is the
original equity contribution by the Shareholders to Weinstein, or
$495,000. LGII also has the right to call the Shareholders'
respective shares in the event that Joel W. Weinstein, Norman
Cutler and Robert A. Weinstein are no longer employed by LGII or
any of its affiliates or subsidiaries.
* Restriction on Issuance of Shares
Vay-Meeson Holding is prohibited from issuing any additional
shares of its stock, granting stock options or creating any new
subsidiaries without the consent of Mr. Vay and Mr. Meeson.
* Financing of Acquisitions
With respect to the first $10 million of acquisitions by
Vay-Messon Holding. Mr. Vay and Mr. Meeson were to be responsible
for funding 3.3% of the acquisition cost, or $330,000 whereas
with respect to acquisitions in excess of $10 million, LGII is
required to fund the full acquisition cost. In order to
facilitate Mr. Vay's and Mr. Meeson's equity contributions for
such acquisitions, LGII would lend Mr. Vay and Mr. Meeson up to
$330,000 on terms and conditions set forth in a separate
promissory note. Under this provision, Mr. Vay and Mr. Meeson
borrowed $270,000 from LGII for their equity contributions
for acquisitions by Vay-Meeson Holding. Mr. Vay and Mr. Meeson
have never made any payments on that loan. With respect to
acquisitions in excess of $10 million, LGII is required to fund
the full acquisition cost. If Mr. Vay and Mr. Meeson identify a
funeral home or cemetery for acquisition and introduce the
principals of the funeral home or cemetery to senior management
of LGII, LGII is required to pay to Mr. Vay and Mr. Meeson a fee
of 2% of the historical, annual revenue of the acquired business.
* Capital Expenditures
Payment for capital expenditures is required to be made from
current cash flow or long-term debt. Net after-tax proceeds from
sales of capital items are required to be applied as a reduction
of long-term debt.
* Legend on Shares
Each share certificate of Vay-Meeson Holding stock must
include a legend noting that such share is subject to the terms
and conditions set forth in the Vay-Meeson Shareholder Agreement.
* Management Fee
LGII is entitled, within its sole discretion, to charge a
periodic management fee to Vay-Meeson Holding.
The HDG Shareholder Agreement
In February, 1996, LGII, Thomas E. Hoffmeyer, Bruce B. Dunn and
Bruce W. Gorsline entered into a Shareholder Agreement pursuant
to which the parties agreed to certain terms and conditions with
respect to the ownership and activities of HDG Acquisition, Inc.
Thomas Hoffmeyer, Bruce Dunn, Bruce Gorsline and LGII hold all of
the outstanding shares of common stock of HDG Acquisition.
Messrs. Hoffmeyer, Dunn and Gorsline each hold 3.33 shares of
Class A common stock, and LGII holds 90.01 shares of Class B
common stock.
The HDG Shareholder Agreement provides for:
* Restriction on Sale and issuance of Shares
Messrs. Hoffmeyer, Dunn and Gorsline are prohibited from
selling, transferring or disposing of their shares except in
accordance with the HDG Shareholder Agreement. Messrs. Hoffmeyer,
Dunn and Gorsline have a "put" right pursuant to which they may
require LGII, on 120 days written notice, to purchase their
shares of Class A common stock at an "agreed price" to be
determined by a formula set forth in the HDG Shareholder
Agreement. LGII also has the right to call shares held by Messrs.
Hoffmeyer, Dunn and Gorsline if they are no longer employed
by LGII or any of its affiliates or subsidiaries.
* Restriction on Issuance of Shares
HDG Acquisition is prohibited from issuing any additional
shares of its stock, granting stock options or creating any new
subsidiaries without the consent of Messrs. Hoffmeyer, Dunn and
Gorsline.
* Financing of Acquisitions
With respect to the first $10 million of acquisitions by HDG
Acquisition, Messrs. Hoffmeyer, Dunn and Gorsline were to be
responsible for funding 3.3% of the acquisition cost, or $330,000
whereas with respect to acquisitions in excess of $10 million,
LGII is required to fund the full acquisition cost.
* Capital Expenditures
Payment for capital expenditures is required to be made from
current cash flow or long-term debt. Net after-tax proceeds from
sales of capital items are required to be applied as a reduction
of long-term debt.
* Legend on Shares
Each share certificate of HDG Acquisition stock must include
a legend noting that such share is subject to the terms and
conditions set forth in the HDG Shareholder Agreement.
* Management Fee
LGII is entitled, within its sole discretion, to charge a
periodic management fee to HDG Acquisition.
The Ordenstein Shareholder Agreement
In January, 1997, LGII, David Ordenstein and Kenneth Ordenstein
entered into a Shareholder Agreement pursuant to which the
parties agreed to certain terms and conditions with respect to
the ownership and activities of Ordenstein Holdings Company, Inc.
David Ordenstein, Kenneth Ordenstein and LGII hold all of the
outstanding shares of common stock of Ordenstein Holdings. David
and Kenneth Ordenstein together hold 10 shares of Class A common
stock, and LGII holds 90 shares of Class B common stock.
The Ordenstein Shareholder Agreement provides for:
* Restriction on Sale and issuance of Shares
David and Kenneth Ordenstein are prohibited from selling,
transferring or disposing of their shares except in accordance
with the Ordenstein Shareholder Agreement. Messrs. Hoffmeyer,
Dunn and Gorsline have a "put" right pursuant to which they may
require LGII, on 120 days written notice, to purchase their
shares of Class A common stock at an "agreed price" to be
determined by a formula set forth in the HDG Shareholder
Agreement. LGII also has the right to call shares held by Messrs.
Hoffmeyer, Dunn and Gorsline if they are no longer employed by
LGII or any of its affiliates or subsidiaries.
* Restriction on Issuance of Shares
Ordenstein Holdings is prohibited from issuing any
additional shares of its stock, granting stock options or
creating any new subsidiaries without the consent of David and
Kenneth Ordenstein.
* Financing of Acquisitions
With respect to the first $10 million of acquisitions by
Ordenstein Holdings, David and Kenneth Ordenstein were to be
responsible for funding 3.3% of the acquisition cost, or $330,000
whereas with respect to acquisitions in excess of $10 million,
LGII is required to fund the full acquisition cost. Pursuant to a
separate loan agreement, LGII loaned David and Kenneth Ordenstein
the funds necessary for their equity contributions. David and
Kenneth Ordenstein, however, have never made any payments on that
loan.
* Capital Expenditures
Payment for capital expenditures is required to be made from
current cash flow or long-term debt. Net after-tax proceeds from
sales of capital items are required to be applied as a reduction
of long-term debt.
* Legend on Shares
Each share certificate of Ordenstein Holdings stock must
include a legend noting that such share is subject to the terms
and conditions set forth in the Ordenstein Shareholder Agreement.
* Bonus
LGII is required to pay to David and Kenneth Ordenstein a
bonus of up to $25,000 each year, depending upon the amount of
acquisitions that Ordenstein Holdings closes that year. LGII is
entitled to offset against the bonus, if any, the annual interest
due on LGII's loan to David and Kenneth Ordenstein for their
equity contribution.
* Management Fee
LGII is entitled, within its sole discretion, to charge a
periodic management fee to Ordenstein Holdings. (Loewen
Bankruptcy News, Issue No. 34; Bankruptcy Creditors' Service,
Inc., 609/392-0900)
LTV CORP: Court Grants Open-Ended Extension Of 365(d)(4) Deadline
-----------------------------------------------------------------
In entering his written Order extending this deadline, Judge
Bodoh elaborated on his ruling concerning parties who appeared at
the hearing and interposed objections. The time period within
which The LTV Corporation must decide whether to assume, assume
and assign, or reject non-residential real property leases is
extended through and including the date on which a plan in these
cases is confirmed, but that time period is limited with respect
to agreements with:
Contract/Lease Properties Deadline
-------------- ---------- --------
BP Amoco Company 200 Public Square August 9, 2001
("BP Lease) Cleveland, Ohio
("Weston Lease") 8515 Clinton Road August 9, 2001
Cleveland, Ohio
The Debtors are also ordered to meet their obligations under the
Weston Lease, including their obligation to provide Weston with
written notice if they elect to exercise their rights to
terminate.
The hearing on this Motion solely as it relates to the Debtors'
lease with Ironside Energy LLC for the property located at the
Debtors' Indiana Harbor Works location is adjourned until April
10, 2001, and the Debtors' period to assume or reject the
Ironside Lease is extended through and including five business
days after the adjournment date. (LTV Bankruptcy News, Issue No.
5; Bankruptcy Creditors' Service, Inc., 609/392-00900)
MARINER POST-ACUTE: Rule 9027 Removal Period Extended To Oct. 1
---------------------------------------------------------------
The Mariner Post-Acute Network, Inc. Debtors sought and obtained
a further extension of the time within which to file notices of
removal of related proceedings from March 30, 2001 to and
including the later of (1) October 1, 2001 or (2) such later date
as Rule 9027 may provide.
The Debtors once again told Judge Walrath that they have made
much progress in their chapter 11 cases but much work remains to
be done and they need more time to decide whether or not removal
is appropriate for the approximately 300 civil actions currently
pending in various state and federal districts.
In particular, the Debtors drew the Judge's attention to the ADR
procedures that they have implemented. The Debtors anticipate
that such procedures will facilitate the resolution and possible
settlement of actions, and thereby obviate the issue of
determining whether to remove many of the civil actions.
Therefore, as a matter of efficient judicial administration, the
Debtors believe that the issue of the removal of large numbers of
Prepetition Actions should be addressed only after a
comprehensive effort to resolve such actions through the ADR
procedure. However, such effort will require several months to
complete.
The Debtors believe that the additional time requested is
reasonable, appropriate, and necessary in light of the size of
their cases, the number of pending litigation matters, and the
fact that many, if not most, or the pending matters may be
resolved by the Alternative Dispute Resolution procedures
approved by order of the Court. (Mariner Bankruptcy News, Issue
No. 13; Bankruptcy Creditors' Service, Inc., 609/392-0900)
NAB ASSET: Intends To File Prepackaged Chapter 11 Plan
------------------------------------------------------
On March 16th, 2001, NAB Asset Corporation entered into a stock
purchase agreement with Centex Financial Services, Inc.
Pursuant to the stock purchase agreement, the Company agreed to
issue to Centex Financial a number of shares of common stock of
the Company equal to 49.9% of the issued and outstanding common
stock of the Company following redemption of approximately 2.6
million shares of the Company's common stock. Under the stock
purchase agreement, at closing Centex Financial will (i) pay
$0.125 (subject to certain negative adjustments not to exceed
$50,000 in the aggregate) multiplied by the number of shares of
common stock to be redeemed by the Company, which will be paid to
those shareholders whose shares are redeemed, and (ii) pay to the
Company an amount sufficient to satisfy certain outstanding debts
and claims of the Company.
As part of the stock purchase agreement, the Company has agreed
to solicit acceptances of a prepackaged plan of reorganization
under Chapter 11 of the United States Bankruptcy Code from the
Company's shareholders that encompasses the transactions
described above following receipt of required Securities and
Exchange Commission approvals. Once the Company has received the
requisite consents necessary to satisfy applicable bankruptcy
code requirements, the Company has agreed to file a voluntary
petition for relief under Chapter 11 of the United States
Bankruptcy Code with the bankruptcy court. Consummation of the
transactions contemplated by the stock purchase agreement is
contingent upon approval of the plan of reorganization by the
bankruptcy court as well as satisfaction of certain other
conditions under the stock purchase agreement. The Company
anticipates that its trade creditors will continue to be paid in
the ordinary course of business both before and after the
bankruptcy filing.
As a result of the transactions contemplated by the stock
purchase agreement, Centex Financial will own a majority of the
issued and outstanding common stock of the Company following the
closing.
NAB Asset Corporation is a financial services company engaged in
residential mortgage banking. NAB Asset Corporation primarily
conducts its operations through its subsidiary, Mortgage
Portfolio Services, Inc.
NATIONAL HEALTH: MedSmart Shareholders Own Controlling Interest
---------------------------------------------------------------
On January 22, 2001, the former shareholders of MedSmart
Healthcare Network, Inc. exchanged all of their MedSmart stock
for a majority of the outstanding common stock of National Health
& Safety Corporation, pursuant to National Health & Safety
Corporation's confirmed Fourth Amended Joint Plan of
Reorganization under Chapter 11 of the U.S. Bankruptcy Code.
Before the purchase, National Health & Safety Corp. operated as
debtor-in-possession under Chapter 11 of the U.S. Bankruptcy Code
(Case No. 99-18339-DWS, U.S. Bankruptcy Court, Eastern District
of Pennsylvania). The Plan was confirmed on November 27, 2000.
This exchange, together with the contribution of $600,000 by the
Co-Proponent of the Plan, KJEI, Ltd., implemented the Plan and
resulted in a change of control of National Health & Safety
Corporation.
N U PIZZA: Taps Wall Street Marketing to Scour for New Capital
--------------------------------------------------------------
The Board of Directors of N U Pizza Holding Inc. approved a
reverse stock split of 50 (fifty)-to-1 (one) for the Company's
common stock, effective December 15, 2000. and the reverse split
became effective as of that date. The Company's new symbol is
NUPZ and the new Cusip number is 629432204. The Company has
appointed Wall Street Marketing Group, Inc. (WSMG) as investor
relations firm.
The primary strategic objective is to help incease shareholder
value and the stock price of the company. Wall Street Marketing
Group, Inc. will also assist the Company in raising capital and
developing and acquiring new growth vehicles. WSMG has received
as a payment 400,000 shares of common stock.
For the six months ended December 31, 2000, the Company had
negative cash flow of $9,200. The Company has continued to make
some of the principal payments on its long-term debt. Cash and
cash equivalents at December 31, 2000 were $34,000.
For the six months ended December 31, 2000, the Company
recognized initial franchise fees of $5,000, as compared to
19,500 during the six months ended December 31, 1999.
The Company recognized $203,700 of royalty income during the six
months ended December 31, 2000, a $28,100 (16%) increase from
royalty income of $175,600 recognized for the comparable period
in 1999. The increase was due primarily to an increase in the
total number of operating franchised restaurants making timely
payments during the three months ended December 31, 2000 as
compared to the same period in 1999.
For the three months ended December 31, 2000, the Company
recognized no initial franchise fees as compared to $9,800 in
initial franchise fees for the three months ended December 31,
1999.
The Company recognized $98,100 of royalty income during the three
months ended December 31, 2000, a $9,100 (10%) increase from
royalty income of $89,000 recognized for the comparable period in
1999.
On total revenues of $182,800 for the quarter ended December 31,
2000 the Company had net income of $13,100 as compared to the
same period of 1999 when total revenues were $168,900 and net
income $2,500.
On total revenues of $347,000 for the twenty-six week period
ended December 31, 2000 the Company experienced a net loss of
$42,300 as compared to the same period of 1999 when total
revenues were $427,100 and the net loss $23,600.
OWENS CORNING: Engages ARPC & IEI as Asbestos Valuation Experts
---------------------------------------------------------------
Owens Corning sought Judge Fitzgerald's permission and authority
to employ Analysis Research Planning Corporation, and
International Epidemiology Institute, Ltd., to assist the Debtors
with estimating future asbestos-related claims in connection with
the formulation of a plan of reorganization. The Debtors also
sought authority to employ and retain these experts to provide
valuation services in various ongoing litigations, including
tobacco-related litigations, and request that such retentions be
effective as of the Petition Date. The Debtors further sought
authorization to pay the experts in the ordinary course of
business, upon the receipt of monthly invoices. The Debtors, on a
monthly basis, file the invoices (in redacted form, if necessary
to protect privileged information) and serve the invoices on the
United States Trustee and counsel to the Committees. The Debtors
also proposed to provide an account of fees and expenses paid to
the experts on the ordinary-course professional payment schedule
filed with the Court every two months.
The Debtors told Judge Fitzgerald that, although certain aspects
of he experts' anticipated retentions arguably fall outside the
definition of "professional persons" and do not require retention
under the Bankruptcy Code, out of an abundance of caution, the
Debtors sought her approval of all aspects of the experts'
retention. The Debtors contended that the retention of the
experts is a crucial component to both future asbestos-related
claims analysis and the on-going collateral litigations, and that
such retention will benefit the Debtors' estates.
The Debtors are involved in certain ongoing litigations,
including tobacco-related litigation against tobacco companies
seeking restitution for unjust enrichment and damages for unfair
competition and tortious conduct, as well as punitive damages,
related to claimed tobacco and health injuries allegedly suffered
by persons exposed to asbestos. Prior to the Petition Date, the
Debtors employed the services of ARPC and IEI in connection with
collateral litigations to provide assistance in valuing future
tort claims, whether related to tobacco, asbestos or otherwise.
The Debtors wish to continue that employment on an ongoing basis.
The specific role of each expert is:
ARPC: Dr. Thomas E. Vasquez is a principal of ARPC and will
be primarily responsible for services rendered to the
Debtors. Dr. Vasquez will form and issue an opinion
regarding the Debtors' likely future incidence of
asbestos-related aims and the costs of resolving the
same, based on his expertise in accounting and his
experience in providing similar projections in the
pasts to numerous other defendants in asbestos-related
litigation.
IEI: Dr. William J. Blot is the Chief Executive Officer of
IEI, and is primarily responsible for services
rendered to the Debtors. Dr. Blot will provide expert
epidemiological assistance on a consulting basis, and
a second opinion to Dr. Vasquez's estimates of likely
future incidence of asbestos- related disease.
The Debtors sought to retain the experts on an hourly basis at
their standard hourly rates, which are:
Thomas Vasquez $400
William Blot $400
Daniel Roark (ARPC) $350
Michael Mumma (IEI) $150
ARPC's current customary hourly rates, subject to change from
time to time, are from $200 to $400. In the normal course of
business ARPC revises its regular hourly rates. IEI's current
customary hourly rates, subject to change from time to time, are
$150 to $400, and are revised in the normal course of business.
The Debtors' request that the experts' retention be effective as
of the Petition Date is supported because the experts were under
substantial time pressure to begin service before approval could
be obtained, as they were being utilized in the ongoing
collateral litigations. The Debtors were also burdened with the
retention of nearly a dozen other professionals in these cases,
as well as the myriad of issues that arise at the beginning of
any large and complex bankruptcy case. Third parties will not be
prejudiced by an order making approval effective as of the
Petition Date, and the delay in filing this application was
reasonable in light of the nature and complexity of these cases.
Dr. Thomas E. Vasquez averred to Judge Fitzgerald that he is a
member of Analysis Research Planning Corporation of New York, and
that he and the firm are disinterested persons, as that term is
used the Bankruptcy Code, and neither hold nor represent any
interests adverse to the Debtors or these estates upon the
matters for which approval of employment is sought. However, he
discloses that ARPC has rendered services to the Debtors since
October 6, 2000, that have not yet been billed or that have been
billed but not paid. The value of these services does not exceed
$250,000 through the end of December 2000. In addition, ARPC has
received approximately $313,000 for prepetition services under
authority granted by the critical vendor orders in this case
dated October 6, 2000. No retainer has been received in
connection with these cases.
Dr. Vasquez further disclosed that ARPC and its members may have
in the past represented, currently represent, and may in the
future represn6t entities that are claimants of the Debtors in
matters totally unrelated to these pending Chapter 11 cases. ARPC
does not and will not represent any such entity in connection
with these pending Chapter 11 cases and does not have any
connection with any such entity that would be adverse to the
Debtors or their estates. ARPC provides consulting services to
Armstrong World Industries in their bankruptcy proceedings, to
and Babcock & Wilcox in their ongoing bankruptcy. ARPC provides
organizational consulting services to the Center for Claims
Resolution, of which A. P. Green, Certainteed Corporation, Dana
Corporation, Flexitallic, Inc., GAF Corporation, National Gypsum
Company, Pfizer, Inc., Quigley (through its affiliation with
Pfizer), T & N plc (Turner & Newall Ltd.), United States Gypsum
Co., and Union Carbide Chemicals & Plastics Co., creditors
of the Debtors, are members. Dr. Vasquez further disclosed that
ARPC provides data management, procedural, forecasting and other
consulting services to the Celotex Trust, successor to Carey
Canada, Inc., and successor to Celotex/Philip Carey, as well as
Eagle-Picher Trust, an affiliate of Eagle-Picher Industries,
Inc., and to the now closed Fibreboard Trust. ARPC also provides
data management, procedural, forecasting and other consulting
services to the Manville Trust, now known as the Claims
Resolution Management Corporation, and forecasting and other
consulting services to W. R. Grace & Co.
Dr. William James Blot, a member of International Epidemiology
institute, Ltd, of Rockville, Maryland, advised Judge Fitzgerald
that neither he nor IEI hold nor represent any interests adverse
to the Debtors or these estates upon the matters for which
approval of employment is sought, and are disinterested persons,
as that term is used the Bankruptcy Code. However, he disclosed
that IEI has no retainer in these cases but has rendered services
to the Debtors that have not yet been billed or that have been
billed but not paid, and that the value of these services does
not exceed $88,000. Dr. Blot further disclosed that IEI may have
in the past represented, currently represent, and may in the
future represn6t entities that are claimants of the Debtors in
matters totally unrelated to these pending Chapter 11 cases. IEI
does not and will not represent any such entity in connection
with these pending Chapter 11 cases and does not have any
connection with any such entity that would be adverse to the
Debtors or their estates. However, IEI has provided epidemiologic
consulting on health risks associated with products for the
following companies: CSX Transportation, Georgia Pacific, and
Uniroyal. IEI currently conducts epidemiologic research on long-
term health effects associated with breast implants for Minnesota
Mining & Manufacturing, and epidemiologic research on cancer
rates in relation to low-level radiation exposure for Babcock &
Wilcox Co. In addition to past and present work, IEI may conduct
epidemiologic research to evaluate disease risk among long-term
users of medications for Pfizer. (Owens Corning Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc., 609/392-0900)
PACIFIC GAS: Receives $1.1 Billion Cash from Tax Refunds
--------------------------------------------------------
California's largest utility, shoved to the brink of bankruptcy
by the state's power crisis, received a $1.1 billion lifeline on
as its parent company turned over a massive federal tax refund to
keep operations going, according to Reuters. In a glimmer of
optimism, corporate executives said on Friday that a bailout deal
might be edging closer.
The cash infusion and bailout progress came, however, amid
growing concern over the financial health of California's two
major utilities amid a crisis fueled by the disastrous 1996 state
electricity deregulation law that forced the utilities to buy
power on the spot market but refused them the right to pass the
higher prices on to consumers. On Friday, Pacific Gas & Electric
said it would make good on only a segment of debt payments due on
April 2 - adding to the mountain of unpaid paper the utility has
stacked up. (ABI World, March 19, 2001)
PILLOWTEX: Assuming Amended Ralph Lauren Licensing Pact
-------------------------------------------------------
Pillowtex Corporation asked Judge Robinson for authority to
assume a license agreement with Ralph Lauren Home Collection,
Inc., and Polo Ralph Lauren Corporation, and for permission to
enter into a sale agreement with Ralph Lauren and Westpoint
Stevens, Inc.
In July 1998, Daniel P. Winikka, Esq., at Jones, Day, Reavs &
Pogue, explained, Pillowtex signed a license agreement with Ralph
Lauren, by which Ralph Lauren granted Pillowtex an exclusive
license to use certain trademarks of Ralph Lauren, including the
representation of the "Polo Player Design", in the manufacture
and sale throughout the United States and Canada of bedding
products and related accessories. This License terminates by its
own terms on June 30, 2001, and is not subject to renewal.
Ralph Lauren and Westpoint Stevens have agreed that, following
termination of the License, Westpoint will manufacture and sell
bedding products and related accessories under the Ralph Lauren
trademarks. To provide Ralph Lauren assurance of a smooth
transition from Pillowtex to Westpoint, and to provide Pillowtex
assurance that its current and discontinued inventory of licensed
products will be sold on favourable terms, Pillowtex, Ralph
Lauren and Westpoint negotiated an agreement in January 2001,
that says:
(1) Pillowtex will assume the License and cure the default
in amounts payable under the License by paying to Ralph Lauren
the sum of $1,626,080.91.
(2) Polo Ralph Lauren, or its designee, agrees to purchase
an aggregate of $3.0 million of Pillowtex's inventory of
discontinued and second fashion bedding and blanket products by
June 30, 2001.
(3) Westpoint agrees to purchase an aggregate of $1.6
million (not including approximately $1.3 million of discontinued
inventory already purchased or ordered by Westpoint in
anticipation of this sale agreement) in discontinued inventory by
March 30, 2001, and an additional $1.3 million by June 30, 2001.
(4) By August 31, 2001, Westpoint will purchase Pillowtex's
unsold current inventory of items purchased or manufactured in
accordance with Ralph Lauren's carryover forecasts, plus an
overage allowance, plus all remaining raw materials purchased in
accordance with Ralph Lauren's Spring 2001 carryover forecasts.
(5) Pillowtex will continue to produce licensed products in
accordance with Ralph Lauren's Spring 2001 line, and provided it
was produced in accordance with the Spring 2001 forecasts with
certain overages, on or before July 1, 2001, Westpoint will
purchase any new 2001 inventory remaining after Pillowtex
satisfies Ralph Lauren's purchase orders, plus all remaining raw
materials purchased in accordance with those forecasts.
(6) Sales to Ralph Lauren or Westpoint under the sale
agreement, and sales of discontinued inventory by Pillowtex to
third parties, are not subject to the royalty provisions of the
License.
(7) All of Ralph Lauren's and Westpoint's purchases of
discontinued inventory, existing 2001 inventory, new 2001
inventory, and related raw materials will be for a price equal to
Pillowtex's cost to manufacture.
(8) The cure amount required to assume the License will be
offset or partially offset against amounts owed by Ralph Lauren
to Pillowtex under the sale agreement or otherwise.
(9) Polo Ralph Lauren, Ralph Lauren, and Westpoint's
obligations under the sale agreement terminate if Pillowtex
breaches its obligations.
Under the terms of this agreement, Polo Ralph Lauren or its
designee, and Westpoint, are to purchase in the aggregate $5.9
million of discontinued inventory (not including the approximate
$1.3 million in discontinued inventory already purchased or
ordered by Westpoint) at a price equal to Pillowtex's cost to
manufacture. Pillowtex told Judge Robinson that if it were
required to sell this discontinued inventory on the open market
it would receive substantially less. This agreement guarantees
that Pillowtex will be able to sell all existing 2001 inventory
and new 2001 inventory and related raw materials that Pillowtex
is otherwise unable to sell to third parties. Pillowtex believes
that it will receive more benefits under the sale agreement from
the commitments to buy inventory and raw materials than the costs
associated with assumption of the License. (Pillowtex Bankruptcy
News, Issue No. 5; Bankruptcy Creditors' Service, Inc., 609/392-
0900)
PLAN B: Case Summary and 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Plan B Communications, Inc.
209 West 40th Street
New York, NY 10018
Type of Business: A telecommunications company providing local
and long distance telephone services for small
and home businesses in the greater New York
metropolitan area, Upper New York State and
Massachusetts.
Chapter 11 Petition Date: March 16, 2001
Court: Southern District of New York
Bankruptcy Case No: 01-11443-ajg
Judge: Arthur J. Gonzalez
Debtor's Counsel: Carole Neville, Esq.
Pryor Cashman Sherman & Flynn
410 Park Avenue
New York, NY 10022-4441
(212) 326-0432
Total Assets: $22,666,000
Total Debts: $20,345,000
Debtor's 20 Largest Unsecured Creditors:
Entity Nature Of Claim Claim Amount
------ --------------- ------------
Lucent Technologies Trade $ 4,500,000
1701 Harbor Bay Blvd.
Almeda, CA 94502
404-573-5269
Contact: Dineen Segerholm
(718) 227-1430
Commetch License Agreement $ 3,362,660
2555 Route 130 South
Cranbury, NJ 08512
609-655-2277
Contact: Ken Oliver
Verizon Trade $ 1,955,754
P.O. Box 15123
Albany, NY 12212-5123
800-565-5123
Contact: Trucilla Jones
DSET Corporation License Agreement $ 1,751,714
1160 Route 22 East
Bridgewater, NJ 08807
903-526-7500
Contact: Richard Pastor,
Contracts Administrator
Bell Atlantic Trade $ 1,343,128
125 High Street
Rm. 1134
Boston, MA 02110
866-455-2455
Contact: Finella Libert
Belenos, Inc. Professional $ 286,400
320 Congress Street Services
6th Floor
Boston, MA 02210
617-345-6200
Contact: Kevin Tinagero
Heller EMX, Inc. Trade $ 185,025
Swidler Berlin Shereff Fr Professional $ 156,913
Services
National Network Trade $ 115,153
Technologies
Varinese Trade $ 112,542
ICP Trade $ 100,499
R&J Integrated Marketing Trade $ 95,300
Info Diections Trade $ 74,999
Loeb and Loeb LLP Professional $ 66,249
Services
Indetec International, Inc. Trade Debt $ 47,250
Cisco Trade Debt $ 41,545
Gibbs and Soell, Inc. Professional $ 40,912
Services
Snelling Financial Group Professional $ 34,222
Services
LeBoeuf, Lamb, Greene Professional $ 34,193
Services
The Atzec Corporation Professional $ 34,121
Services
PLAY-BY-PLAY: Reports Fiscal 2001 Second Quarter Results
--------------------------------------------------------
Play-By-Play Toys & Novelties, Inc. (Nasdaq: PBYP) announced
results for the second quarter and six months ended January 31,
2001.
Net sales for the second quarter of fiscal 2001 were $21.5
million, a decrease of 22.6%, from $27.7 million reported for the
second quarter of fiscal 2000. The Company reported a net loss of
$12.1 million, or $1.64 per diluted share, for the second quarter
of fiscal 2001, as compared to a net loss of $3.1 million, or
$0.42 per diluted share, for the comparable period in the prior
year. The net loss for the second quarter includes $4.1 million
in unusual charges to write-down certain assets held for sale and
to write-off the balance of a non-performing licensing agreement.
The decrease in sales for the quarter was primarily attributable
to decreased sales within the Company's worldwide retail markets
and decreased sales within the Company's domestic amusement
market. Retail sales for the second quarter were down primarily
due to a decline in sales of licensed plush at mass-market retail
and licensed feature plush, which the Company believes is an
industry wide problem. The decrease in domestic amusement sales
in the second quarter resulted in part from timing issues and
softening demand for Looney Tunes merchandise. The decrease in
domestic amusement sales was partially offset by increases in
international amusement sales.
Gross profit as a percentage of net sales decreased to 12.6% for
the second quarter of fiscal 2001 from 35.4% in the comparable
period in fiscal 2000. This decrease was principally due to the
lower overall sales as compared to the same period a year ago, as
well as, from reduced margins on sales made in connection with
the Company's inventory reduction initiatives and sales
promotions designed to stimulate sales activity during the slow
season. In addition, the Company recorded a $2.4 million charge
relative to a recently amended licensing agreement with Warner
Bros. Consumer Products that the Company anticipates it will be
unable to earn out over the remaining term of the agreement. Such
charge was included in cost of sales.
Selling, general and administrative expenses for the second
quarter of fiscal 2001 increased approximately 12.1% to $13.1
million, from $11.7 million, in the comparable period in fiscal
2000. The increase over the comparable period a year ago was
primarily attributable to a $1.7 million charge to write-down
vending business assets held for sale to their net realizable
value. Excluding this charge, selling, general and administrative
expenses would have decreased approximately 2.8% to $11.4 million
for the second quarter of fiscal 2001.
Net sales for the six months ended January 31, 2001 decreased
16.9% to $63.1 million, from $75.9 million in the comparable
period last year. Net loss for the first six months ended January
31, 2001 was $13.1 million, or $1.77 per diluted share, compared
with net loss of $1.9 million, or $0.26 per diluted share, for
the comparable period last year. Gross profit as a percentage of
net sales decreased to 24.3% for the first six months of fiscal
2001 from 32.1% in the comparable period in fiscal 2000 due to
lower overall sales as compared to the same period a year ago.
Selling, general and administrative expenses increased
approximately 5.6% to $24.6 million for the first half of fiscal
2001, from $23.3 million in the comparable period in fiscal 2000.
Arturo G. Torres, Chairman of the Board and Chief Executive
Officer of Play-By-Play, commented, "Because of the seasonal
nature of our business, we historically experience a net loss
during this quarter; however, liquidity issues, special
promotions during the quarter designed to stimulate sales
activity and assist with our ongoing inventory reduction
initiatives as well as unusual charges recorded in the second
quarter contributed to the large loss for the quarter. Our
international operations contributed positively to our results
for the second quarter despite continued weakness in European
currencies versus the U.S. Dollar. We remain focused on our
restructuring and cost saving efforts that are aimed at getting
our operating costs in line with our revenues and improving our
liquidity."
Tomas Duran, Chief Executive Officer of Play-By-Play, added,
"Play-By-Play is fully assessing its operations and strategies.
We have been successful in our negotiations toward refinancing
our Debentures, a process that has been the result of several
months of intense efforts from all parties involved. We are
closely analyzing the recent sales figures and planning ahead for
a positive growth in the company. Our efforts to streamline all
aspects of the company through cost reductions and innovative
sales approaches will be an ongoing process. We will be
monitoring and reevaluating our sales efforts on a continuing
basis to ensure our place at the forefront in the marketplace.
Play-By-Play has enjoyed an excellent reputation in the past and
will continue to prove itself as a leader as we move forward in
the months ahead."
Richard R. Neitz, President and Chief Operating Officer further
added, "We are continuing to aggressively reduce inventory
levels, which will result in a reduction in warehousing capacity
needs and associated costs. By consolidating certain
manufacturing operations out of San Antonio and into the
remaining facilities in Chicago and Los Angeles, we are further
enhancing our operating efficiencies."
The holders of the Company's Convertible Debentures agreed to
extend the standstill period until March 30, 2001 in order to
allow the parties time to prepare and complete final
documentation. The Company previously announced on February 27,
2001 that it had reached a definitive agreement in the form of a
term sheet with the holders of its Convertible Debentures to
restructure and extend the final maturity of the Debentures until
December 31, 2002.
Play-By-Play Toys & Novelties, Inc. designs, develops, markets
and distributes a broad line of quality stuffed toys, novelties
and consumer electronics based on its licenses for popular
children's entertainment characters, professional sports team
logos and corporate trademarks. The Company also designs,
develops and distributes electronic toys and non-licensed stuffed
toys, and markets and distributes a broad line of non-licensed
novelty items. Play-By-Play has license agreements with major
corporations engaged in the children's entertainment character
business, including Warner Bros., Paws, Incorporated, Nintendo,
and many others, for properties such as Looney Tunes(TM),
Batman(TM), Superman(TM), Scooby-Doo(TM), Garfield(TM) and
Pokemon(TM).
PSINET INC: Dresdner Kleinwort to Explore Strategic Alternatives
----------------------------------------------------------------
PSINet Inc. (NASDAQ: PSIX) engaged Dresdner Kleinwort Wasserstein
as a financial advisor to explore alternatives to restructure the
company's obligations to its bondholders and other creditors. As
a priority in that undertaking, Dresdner Kleinwort Wasserstein
will initiate conversations with the Company's bondholders.
Dresdner Kleinwort Wasserstein's activities will be undertaken in
conjunction with the on-going activities of Goldman, Sachs & Co.
which, since it was retained in November, 2000, have been
directed at identifying strategic alternatives including
divestitures of non-core businesses as well as the possible sale
or merger of the entire company. There is no assurance that the
company will be successful in restructuring its obligations or
completing one of these strategic alternatives. Even if PSINet is
successful in one or both of these efforts, it is likely that the
common stock of the company will have no value, and the
indebtedness of the company will be worth significantly less than
face value.
The Company also announced that Harry G. Hobbs, 47, has been
named President and Chief Operating Officer of the Company. He
will report directly to William L. Schrader, Chairman of the
Board and Chief Executive Officer.
In his new role, Mr. Hobbs will oversee all global operations for
PSINet. Previously, he served as Executive Vice President and
divisional President of the Company's International Operations
with responsibility for Latin America, Europe and the Asia
Pacific region. Prior to that, Mr. Hobbs was PSINet's Vice
President of Customer Administration from September 1997 to
September 1998.
Before joining PSINet, Mr. Hobbs served as Vice President of
Customer Care for American Personal Communications, LP, a
provider of wireless communications services and an affiliate of
Sprint PCS, from February 1995 to August 1997. Prior to that, he
served in various positions in the Customer Service, Operations
and Large Account Support groups at MCI, including Vice President
of Global Customer Service from September 1993 to February 1995.
In addition, PSINet announced that James F. Cragg, Executive Vice
President and divisional President, whose primary responsibility
was North American operations, has resigned from the Company.
About PSINet, Inc.
Headquartered in Ashburn, Va., PSINet Inc. is a leading provider
of Internet and IT solutions offering flex hosting solutions,
global eCommerce infrastructure, end-to-end IT solutions and a
full suite of retail and wholesale Internet services through
wholly-owned PSINet subsidiaries. Services are provided on
PSINet-owned and operated fiber, web hosting and switching
facilities currently providing direct access in more than 900
metropolitan areas in 27 countries on five continents. PSINet
information can be obtained by e-mail at info@psi.com or by
calling in the U.S. 800/799-0676.
PSINET INC: Subsidiary's Sale of Decan Groupe to Raise $30.2MM
--------------------------------------------------------------
PSINet Inc. (NASDAQ:PSIX), the Internet Super Carrier, announced
that its wholly owned subsidiary, Metamor Holdings (France), has
entered into a definitive agreement with Getronics International
BV for the sale of Metamor Holdings (France)'s entire ownership
interest in Decan Groupe, a provider of information
communications and technology solutions.
Metamor Holdings (France) owns over 98% of the outstanding
ordinary shares of Decan Groupe and over 99% of its outstanding
convertible bonds. Decan Groupe is listed on the Paris stock
exchange. The aggregate purchase price is approximately Euro 58.5
million; however, due to adjustments and an escrow, proceeds at
closing are expected to be approximately Euro 33.5 million.
The parties anticipate that the transaction will be completed
within the next few weeks, upon the satisfaction of the closing
conditions. There can be no assurance that the transaction will
be completed.
Headquartered in Ashburn, Virginia, PSINet is the Internet Super
Carrier offering global e-commerce infrastructure, end-to-end IT
solutions and a full suite of retail and wholesale Internet
services through wholly-owned PSINet subsidiaries.
Services are provided on PSINet-owned and operated fiber,
satellite, web hosting and switching facilities, providing direct
access in more than 900 metropolitan areas in 28 countries on
five continents.
REGENT ASSISTED: Asks Three REITs to Renegotiate Lease Terms
------------------------------------------------------------
Regent Assisted Living, Inc. (Nasdaq:RGNT), a premier operator of
assisted living communities, asked three real estate investment
trusts with which it does business to negotiate new terms to the
underlying leases.
The Company is continuing to pursue its previously announced
objectives of improving operating results. To address the short-
term liquidity problem the company intends to sell and manage
back one or two of its owned assets, however, to date no
transaction is eminent. The Company has disposed of certain under
performing and non-strategic assets and will likely continue to
do so. These developments are expected to continue to assist the
Company in its effort to become cash flow positive. However, as a
result of on-going operating losses, the Company expects that its
projected cash needs during 2001 and 2002 will exceed its
projected identified cash resources. Growth in residence
operating cash flow has been slower than projected as a result of
(i) increased operating costs, including labor, utilities and
liability insurance and, (ii) to a lesser extent, slower fill
rates in its pre-stabilized communities and reduction in
occupancy levels in certain of its stabilized communities.
Additionally to ensure Regent has sufficient cash to maintain
operations of all its communities and address the Company's
short-term liquidity needs, the Company is seeking lessor consent
to restructure certain lease payments. To address its long-term
liquidity and capital needs, the Company intends to (i) develop a
restructuring plan with its lessors, (ii) continue to implement
operating initiatives focused on overall rate and occupancy
improvement and overhead reductions, (iii) dispose of under-
performing and non-strategic communities in order to reduce
associated financing costs, operating expenses and generate cash,
and (iv) seek to identify additional equity or equity-linked
capital.
The Company has corresponded with certain lessors and has begun
preliminary discussions with respect to its plan. No assurance
can be given that all of the lessors will consent to the
requested restructuring plan. If such consents are not obtained,
Regent may elect not to make such payments in order to maintain
sufficient operating liquidity. Several of Regent's mortgage and
lease facilities are cross defaulted and thus a payment default
on one community's financing could result in Regent being in
default on the lease or debt financing of related communities.
"Regent's long-term commitment to the assisted living industry
has never waived. The care of our residents and the commitment to
our employees will continue. Regent has a short term need for
some relief in payment to lessors. We intend to complete a
restructuring plan in the next 90 days that will result in a net
positive capital structure for the company going forward," said
Walter C. Bowen, Chairman and Chief Executive Officer of Regent.
RSL COMMUNICATIONS: Commences Bermudan, UK & US Insolvency Cases
----------------------------------------------------------------
RSL Communications, Ltd. (OTC: RSLCF) announced that insolvency
proceedings were commenced in the Supreme Court of Bermuda
Monday. The Bermuda proceeding could result in either a
restructuring of the Company's obligations or the sale of its
assets. Joint Provisional Liquidators were appointed by the
Bermuda Court to oversee the process.
At the same time, the Company announced that its wholly owned,
non- operating subsidiary, RSL Communications PLC, and its
indirect subsidiary, RSL COM Europe Ltd., initiated insolvency
proceedings in the London High Court. That process will be
administered by Joint Administrators who were appointed by the
London Court.
Other than in the U.S., the business and operations of the
operating subsidiaries are not involved in any formal insolvency
or reorganization proceedings, and all are continuing to provide
ongoing services to customers. RSL COM U.S.A., Inc., the
principal operating subsidiary in the U.S. and its subsidiary RSL
COM Primecall, Inc., filed to reorganize under Chapter 11 of the
U.S. Bankruptcy Code on March 16, 2001 in U.S. Bankruptcy Court
in the Southern District of New York.
In a related announcement, the Company said that a petition to
commence an ancillary proceeding under section 304 of the U.S.
Bankruptcy Code has been filed in U.S. Bankruptcy Court for the
Southern District of New York. RSL Communications Ltd. maintains
executive offices in New York City.
The Company said that Peter Spratt, Randall Eisenberg and Peter
Mitchell, partners of PricewaterhouseCoopers, have been appointed
Joint Provisional Liquidators in the Bermuda proceedings.
Similarly, Peter Spratt, Neville Kahn and Steven Pearson, also
partners in PricewaterhouseCoopers, have been appointed Joint
Administrators in the London proceedings.
RSL Communications, Ltd., is a facilities-based communications
company that provides a broad range of data/internet, voice and
value-added product and service solutions to small- and medium-
sized businesses in selected markets worldwide.
RSL COMMUNICATIONS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: RSL COM U.S.A., Inc.
1001 Brinton Road
Pittsburgh, PA 15221
Debtor affiliate filing separate chapter 11 petition:
RSL COM PrimeCall, Inc.
Type of Business: An integrated information management provider
of high quality telecommunications services
with customer care support.
Chapter 11 Petition Date: March 16, 2001
Court: Southern District of New York
Bankruptcy Case No: 01-11469-alg
Judge: Allan L. Gropper
Debtors' Counsel: Allison H. Weiss, Esq.
LeBoeuf, Lamb, Greene & MacRae, LLP
125 West 55th Street
New York, NY 10019
(212) 424-8069
Fax : (212) 424-8500
Email: Bankrupt@llgm.com
Total Assets: $308,562,404
Total Debts: $536,912,572
Debtor's 20 Largest Unsecured Creditors:
Entity Nature Of Claim Claim Amount
------ --------------- ------------
Chase Manhattan Bank Guarantee $ 1,200,000,000
1 Chase Manhattan Plaza Obligation
New York, New York 10007
Concert Trade $ 5,639,542
Contact: Scott Christensen
973-664-1285
412 Mt. Kembke Avenue
Rm 490 Morristown, NJ 07962
Broadwing Communication Trade $ 5,410,413
Services
Contact: Joanne Ramos
800-555-5022 ext. 27658
11101 Metric Blvd. suite 821A
Austin, TX 78758
Sprint Trade $ 4,423,468
Contact: Todd Sutton
404-649-5050
3100 Cumberland Circle
Atlanta, GA 30339
Concert Global Network Trade $ 3,776,667
Contact: David Sam
44-207-492-2582
PP 716B Holborn Centre
London, UK EC1N2TE
AT&T Trade $ 3,707,216
Contact: Susan Moser
732-805-6185
300 Atrium Drive
Somerset, NJ 08873
Teleglobe USA, Inc. Trade $ 3,106,595
Contact: Billing Dept.
703-755-2000
11480 Commerce Park Drive
Reston, VA 20191
Qwest Trade $ 2,120,781
Contact: Bruce Kraemer
303-992-2954
4650 Lakehurst Court
Dublin, OH 43016
Global Crossing Trade $ 1,562,664
Contact: Darin Woodward
716-777-2763
180 South Clinton Av.
Rochester, NY 14646
Universal Service $ 1,385,234
Administration Comany
Contact: Pam Geiger
973-884-8598
100 South Jefferson Road
Whippany, NJ 07981
KPN / Royal Dutch Trade $ 1,353,091
Telecom
Contact: Alan Occhiuti
212-246-1818
1270 Avenue of Americas
Suite 2212 New York,
NY 10020
Verizon Trade $ 1,220,359
P.O. Box 4430
Albany, NY 12204
Tele Danmark Trade $ 944,991
Contact: Marie Rudnick
914-289-0100 ext. 229
Accounts & Finance/Sletvej
30A 233/DK-8310
Tranblerg, Denmark
Edge2Net Trade $ 824,223
Contact: Cindy Rusell
5808 Lake Washington Blvd
N.E. Suite 1
Kirkland, WA 98033
Ericssons Inc. Trade $ 810,332
Contact: 1-800-925-3742
Department 0869 P.O. Box
120001, Dallas, TX 75312
ACC Telecom Corp. Trade $ 809,082
Contact:
Norma Starling-Brown
716-987-3627
400 West Avenue
Rochester, NY 14611
Telenor Global Services AS Trade $ 792,546
Contact: Dolores Jackson
47-22-777885
C.J. Hambros Plass
2D/N-0164
Oslo, Norway
Billing Concepts Inc. Trade $ 676,144
Contact: Sally Wellgy
7411 John Smith Drive
Suite 200 San Antonio,
TX 78229
Ibasis Incorporated Trade $ 584,241
Hohn Petromellis
781-505-7928
20 Second Ave.
Burlington, MA 01803
InfoNet Trade $ 569,950
Contact:
310-335-2600
P.O. Box 502485
St. Louis, MO 63150
SABRATEK: Plan Confirmation Hearing Set For April 17
----------------------------------------------------
According to documents obtained by BankruptcyData.com, Sabratek
Corp. and its statutory creditors' committee filed a First
Amended Joint Plan of Liquidation and related Disclosure
Statement with the U.S. Bankruptcy Court, which subsequently
approved the Disclosure Statement's adequacy. The Court also
scheduled an April 17th hearing to consider confirming the Plan.
Sabratek has been operating under Chapter 11 protection since
December 17, 1999. (New Generation Research, March 17, 2001)
SAFETY-KLEEN: Poly-Flex Asks For Stay Relief To Enforce M&M Lien
----------------------------------------------------------------
Under various purchase orders and invoices between February and
April 2000, Poly-Flex, Inc., supplied materials to Safety-Kleen
Corp., including rolls of 23' x 375'.080 HDTX Geomembrane and
Geotextile liner. The materials were supplied for a structure
owned by the Debtors located in California. Poly-Flex did not
receive payments for these materials, and subsequently perfected
a mechanic's lien against the property in June 2000, as amended,
to reflect the total amount due under the invoices of $381,060,
plus interest and attorney's fees recoverable under the terms of
the Credit Application.
Hal A. Emalfarb of the firm Emalfarb, Swan & Bain, and R. Karl
Hill of the firm of Seitz, Van Ogtrop & Green, P.A., representing
Poly-Flex, seek payment of Poly-Flex's lien amount or in the
alternative, asked Judge Peter Walsh to lift and/or modify the
automatic stay to permit Poly-Flex to commence an action in
Kern County, California to liquidate to judgment its claim and
foreclose its mechanic's lien on the Debtors' property.
The Property is insured by Reliance Insurance Company of Illinois
for $10,845,053.00. Mr. Hill told Judge Walsh that by virtue of
its liens, Poly- Flex is a secured creditor. The Toronto-Dominion
Bank also issued an Irrevocable Letter of Credit on account of
the Debtor in favor of the State of California Required Water
Quality Control Board in the amount of $431,992.00. Hill believes
that the Insurance and/or Letter of Credit could ultimately be
used to pay the full amount of Poly-Flex's mechanic's lien.
The Code provides that a court shall grant relief from the
automatic stay for "cause". What constitutes "cause" is
determined on a case to case basis. Hill told Judge that in this
instance, there is "cause" to afford Poly-Flex relief from the
automatic stay because the foreclosure of the lien will neither
substantially prejudice the rights of the Debtors nor interfere
with the orderly administration of the Chapter 11 cases.
Furthermore, Mr. Hill said, to the extent that the Debtors
contest the validity of the mechanic's lien under California law,
the California state courts are better suited to address that
issue, so the stay should be lifted to permit adjudication of
that issue in an appropriate forum if raised by the Debtors.
The Committee helps the Debtor out
Robert Dehney and Gregory Werkheiser of the firm of Morris,
Nichols, Arsht & Tunnel, together with Luc Despins, Susheel
Kirpalani, and James Tecce of the firm of Milbank, Tweed, Hadley
& McCloy, L.L.P., representing the Official Committee of
Unsecured Creditors of Safety-Kleen Corp., took up a cudgel on
behalf of the Debtors, telling Judge Walsh that Poly-Flex is not
entitled to relief from the automatic stay for these reasons:
(a) Poly-Flex has not satisfied its prima facie burden of
establishing that its entitlement to relief under the Code; and
(b) Poly-Flex failed to demonstrate why the Court should
afford it priority over similarly situated creditors in these
Chapter 11 cases by permitting the commencement of a foreclosure
action, while other creditors are required to await liquidation
and satisfaction of their claims.
Robert Dehney observes that Poly-Flex's Motion is deficient in
several respects, most of which echo the Debtors' arguments, but
the Committee also contended that:
(1) Poly-Flex contends that insurance proceeds and/or a
letter of credit will satisfy the mechanic's lien. However, Poly-
Flex did not explain why those funds could be used to satisfy the
mechanic's lien. From information gathered by the Committee, it
has learned that the insurance coverage is intended to protect
California state regulators by making funds available for
remediation costs that might be incurred in the event the
Property is closed - not to pay Poly-Flex.
(2) In its Motion, Poly-Flex attached a document called
"Second Amended Mechanic's Lien". However, Poly-Flex has not
demonstrated that it holds a validly perfected mechanic's lien
under relevant state law.
(3) Poly-Flex has not raised the issue of whether the
Debtors lack equity in the Property. Poly-Flex's Motion makes no
showing relating to the extent of the Debtor's equity.
Mr. Dehney told Judge Walsh further that the estates will suffer
great prejudice if the stay does not uniformly remain in full
force and effect. Modifying the automatic stay so that the
Debtors would be forced to litigate the validity of Poly-Flex's
mechanic's lien and prevent commencement of foreclosure would
divert the Debtors' attention from the preparation of a business
plan, in conjunction with the Committee, and from other
reorganization efforts.
Mr. Dehney submitted that modification of the stay for Poly-
Flex's benefit will diminish the integrity of the stay for all
creditors, which will result in substantial prejudice to the
reorganization.
The Debtors, through their counsel Greg Galardi of Skadden, Arps,
also filed an objection raising the same issues as those cited by
the Committee. (Safety-Kleen Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service, Inc., 609/392-0900)
SUN HEALTHCARE: Examiner Retains Crossroads as Financial Advisor
----------------------------------------------------------------
Kevin W. Pendergest, the duly appointed and Court approved
examiner of the Sun Healthcare Group, Inc. Debtors, sought the
Court's authority, pursuant to sections 105(a), 327(a) and 1104
of the Bankruptcy Code for the employment and retention of
Crossroads, LLC as financial advisor to the Examiner nunc pro
tunc to the date on which he first consulted with Crossroads
regarding their retention as his financial advisor in connection
with his appointment to serve as examiner, i.e., February 9,
2001.
Mr. Pendergest said that due to the complex attire of the
Debtors' business operations and various financial issues which
will likely need to be addressed, he will need to employ certain
professionals to enable me to carry out his duties as Examiner.
In light of the scope of his duties as Examiner, Mr. Pendergest
believes that the assistance of a competent financial advisor
will be necessary to ensure that the Preliminary Report is
prepared and filed in a timely manner. Specifically, Mr.
Pendergest requires the services of Crossroads, the firm with
which he his affiliated.
In his application, Mr. Pendergest advised the Court that
Crossroads is a national consulting firm providing experience,
support and solutions to the stakeholders of financially
distressed companies. Headquartered in Newport Beach, California,
Crossroads has 80-plus seasoned professionals located coast to
coast. The Crossroads Healthcare Practice specializes in
providing services to healthcare organizations both public and
private, profit and non-profit, in both advisory and management
roles. The firm, Mr. Pendergest represents, has developed an
effective practice that provides operational assessment and
financial evaluation, among other services.
Mr. Pendergest further submitted that to the best of his
knowledge, the principals, directors and consultants of
Crossroads neither represent nor hold any interest adverse to the
Examiner and/or the bankruptcy estates, except as set forth in
the declaration of Crossroads, LLC a copy of which is attached to
the application.
Subject to the approval of this Court, Crossroads will seek
compensation for its professional services on an hourly basis,
plus reimbursement of actual, necessary expenses and other
charges incurred by the firm. Crossroads' standard hourly rates
of the advisors presently designated to represent the Examiner,
subject to periodic adjustments, are:
(a) principals - $450 to $550 per hour,
(b) directors - $300 to $450 per hour, and
(c) consultants - $220 to $300 per hour.
A Principal of Crossroads, LLC, Mr. Ruth E. Ford, has filed a
Declaration in support of the application. In his Declaration,
Mr. Ford reported that he has reviewed the names of the Debtors,
the names of the Debtors' list of the Top 20 Creditors Under the
Debtors' Senior Credit Facility, the names on the Debtors' List
of the Top 20 Bondholders, the names on the Debtors' List of the
Top 20 Unsecured Creditors filed with the Court and the
Professional Firms: Arthur Andersen Gibson, Dunn & Crutcher LLP,
Houlihan Lokey Howard & Zukin, O'Melveny & Myers, Otterbourg
Steindler & Houston, PriceWaterhouseCoopers LLP, Richards, Layton
& Finger, P.A., Stevens & Lee, Young, Conway, Stargatt & Taylor,
LLP, Weil, Gotshal & Manges.
Mr. Ford disclosed that Crossroads has referred matters to most
or all of the Professional Firms and certain of the Professional
Firms have referred matters to Crossroads. Occasional referrals
to or from other Professional Firms would, however, in no way
impair Crossroads' ability to loyally and zealously represent its
client in any particular matter, Mr. Ford represents.
In addition, the son of one of the principals of Crossroads, Mr.
Ford disclosed, is employed as an attorney by O'Melveny & Myers,
which is counsel for certain banks in these cases.
Mr. Ford submitted that to the best of his knowledge, information
and belief, neither he, Crossroads, nor any principals, directors
or consultants have any current connection with the Professional
Firms or any entity on the Preliminary Conflicts Lists, except
that:
-- Crossroads is the interim management for Dayrunner, Inc.
and
* Wells Fargo Bank, a creditor of the Debtors, is the
Agent Bank for the bank group of Dayrunner, Inc.
* Credit Agricole Indosuez, a creditor of the Debtors, is
a member of the bank group of Dayrunner, Inc.
* Gibson, Dunn & Crutcher LLP, the Examiner's proposed
co-counsel, is counsel for the bank group of Dayrunner, Inc.
* PriceWaterhouseCoopers, LLP, a retained professional in
these cases, is the financial advisor of the agent bank of
Dayrunner, Inc.
-- Crossroads is the interim management for Matthews and its
affiliate, Four Star Lighting, in an unrelated bankruptcy case
and Wells Fargo Bank, a creditor of the Debtors in these cases,
is a secured lender of Four Star Lighting.
-- Crossroads is the financial advisor to Tony Abatti Farms,
LLC in an unrelated bankruptcy case and Wells Fargo Bank, a
creditor of the Debtors, is a secured lender of Tony Abatti
Farms, LLC.
-- Crossroads is the financial advisor for the bank group of
Capital Associates International, Inc. and First Union National
Bank, Fleet National Bank, U.S. Bank and Wells Fargo Bank, all
creditors of the Debtors in these cases, are secured lenders of
Capital Associates International, Inc.
-- Crossroads is the interim management for Frederick's of
Hollywood, and FINOVA Capital Corporation and FINOVA Mezzanine
Capital Inc., both creditors of the Debtors, are secured
creditors of Frederick's of Hollywood.
-- Crossroads is a financial advisor for Matco United, Inc.
GE Capital, a creditor of the Debtors, is a secured lender of
Matco United, Inc. and Wells Fargo Bank, a creditor of the
Debtors in these cases, is a secured creditor of Matco United,
Inc.
-- Crossroads is the financial advisor to Express.com.
Wells Fargo Bank, a creditor of the Debtors in these cases, is a
secured lender of Express.com.
-- Crossroads is working on a refinancing arrangement for
Reliant Building Products, Inc.
* BankBoston, Bankque Paribas, BHF Bank
Aktiegesellschaft, Fleet National Bank, ING High Income Principal
Preservation, KZH Crescent 2 LLC, KZH Cypress Tree - I LLC, KZH
PAMCO LLC and Northern Life Insurance Company, all creditors of
the Debtors, are members of the bank group of Reliant Building
Products, Inc.
* Weil, Gotshal & Manges, co-counsel for the Debtors, is
counsel for a party in the Reliant Building Products, Inc.
bankruptcy case.
-- Crossroads is the interim management for Money's
Mushrooms, Ltd.
* The Bank of Nova Scotia, a creditor of the Debtors, is
a secured lender of Money's Mushrooms, Ltd. Gibson, Dunn &
Crutcher LLP
* the Examiner's proposed co-counsel, is counsel for
Money's Mushrooms, Ltd. in its bankruptcy case.
-- Crossroads is the interim management for Pabst Brewing
Company.
* FINOVA Capital Corporation and ING Pilgrim CLO, both
creditors of the Debtors, are secured lenders of Pabst Brewing
Company.
* PriceWaterhouseCoopers, LLP, a retained professional in
these cases, is the financial advisor of Pabst Brewing Company.
-- Crossroads is the financial advisor to the statutory
committee of unsecured creditors in the unrelated bankruptcy case
of Edwards Theatres Circuit, Inc.
* Bank of America, a creditor of the Debtors, is a
secured lender of Edwards Theatres Circuit, Inc.
* Banque Paribas, a creditor of the Debtors, is a member
of the bank group in the bankruptcy case of Edwards Theatres
Circuit, Inc.
* Orix Real Estate Equities, Inc. and Orix Snyder La
Venture, both parties in interest in these cases, are members of
the statutory committee of unsecured creditors in the bankruptcy
case of Edwards Theatres Circuit, Inc.
* O'Melveny & Myers, counsel for certain banks in these
cases, is counsel for a member of the statutory committee of
unsecured creditors in the bankruptcy case of Edwards Theatres
Circuit, Inc.
* PriceWaterhouseCoopers, LLP, a retained professional in
these cases, is the financial advisor of Edwards Theatres
Circuit, Inc.
-- Crossroads is the interim management and equity agent for
Tetsugen Corporation and O'Melveny & Myers, counsel for certain
banks in these cases, is counsel for Tetsugen Corporation.
-- Crossroads is the financial advisor to the bank group of
American Iron Reduction LLC. and Bank of America, GE Capital and
Sanwa Bank, all creditors of the Debtors in these cases, are
secured lenders of American Iron Reduction LLC.
-- Crossroads is the financial advisor for El Camino
Resources International, Inc. Fleet National Bank, Sanwa Bank and
U.S. Bank, all creditors of the Debtors, are secured lenders of
El Carnino Resources International, Inc.
-- Crossroads is the interim management for Video Update,
Inc. Banque Paribas, Merrilll Lynch
* The Bank of Nova Scotia, all creditors of the Debtors,
are secured lenders of Video Update, Inc.
* PriceWaterhouseCoopers, LLP, a retained professional in
these cases, is the financial advisor of the statutory committee
of unsecured creditors in the bankruptcy case of Video Update,
Inc.
-- Crossroads is the financial advisor for Siderugica
Venezolana "Sivensa" S.A.C.A. and Bank of America, Banque
Paribas, Credit Agricole Indosuez and ING Capital, all creditors
of the Debtors, are secured lenders of Siderugica Venezolana
"Sivensa" S.A.C.A.
-- Crossroads is the interim management for Primary Health
Systems, Inc.
* First Union National Bank, a creditor of the Debtors,
is a secured lender of Primary Health Systems, Inc.
* Gibson, Dunn & Crutcher LLP, the Examiner's proposed
co-counsel, is co-counsel for Primary Health Systems, Inc. in its
bankruptcy case.
* O'Melveny & Myers, counsel for certain banks, is co-
counsel for the bank group of Primary Health Systems, Inc.
* Richards, Layton & Finger, P.A., co-counsel for the
Debtors, is co-counsel for the bank group in the bankruptcy case
of Primary Health Systems, Inc.
-- Crossroads is the financial advisor for KOMAG, Inc.
* Industrial Bank of Japan, a creditor of the Debtors, is
the agent bank for the bank group of KOMAG, Inc.
* Sanwa Bank California, The Bank of Nova Scotia and The
Sumitomo Bank Limited, all creditors of the Debtors, are members
of the bank group for KOMAG, Inc.
-- Crossroads is the financial advisor for Intri-Plex
Technologies. and BankBoston, a creditor of the Debtors, is a
creditor of Intri-Plex Technologies, as well as an investor in
Summit Partners, an equity holder of Intri-Plex Technologies.
-- Crossroads is a financial advisor to the bondholders and
statutory committee of unsecured creditors in the unrelated
bankruptcy case of The Maxim Group, Inc. and Nations Bank, New
Bank of America, a creditor of the Debtors in these cases, is a
creditor of The Maxim Group, Inc.
-- Crossroads is a financial advisor to the bondholders and
statutory committee of unsecured creditors in the unrelated
bankruptcy case of Einstein Noah Bagels Corporation.
* Bank of America and GE Capital, both creditors of the
Debtors, are secured lenders of Einstein Noah Bagels Corporation.
* Banque Paribas, a creditor of the Debtors, is the
investment banker for Einstein Noah Bagels Corporation.
-- Crossroads is the financial advisor for the bank group in
the unrelated bankruptcy case of Singer Sewing Machine Company,
and the Bank of Nova Scotia, a creditor of the Debtors, is the
Administrative Agent for the Bank Credit Facility of Singer
Sewing Machine Company.
-- Crossroads is a financial advisor for the statutory
committee of unsecured creditors in the unrelated bankruptcy case
of Cellnet Data Systems, Inc., and Richards, Layton & Finger,
P.A., co-counsel for the Debtors in these cases, is counsel for
Ceilnet Data Systems, Inc.
-- Crossroads is the financial advisor for Decora
Industries, Inc., and the CIT Group, a party in interest in these
cases, is a secured lender of Decora Industries, Inc.
-- Crossroads is a financial advisor to the statutory
committee of unsecured creditors in the unrelated bankruptcy case
of Mednet, MPC Corporation, and PriceWaterhouseCoopers, LLP, a
retained professional in these cases, is the investment banker
for Mednet, MPC Corporation.
Mr. Ford submitted that, based upon information available, he
believes that Crossroads is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code, that Crossroads does
not hold or represent an interest adverse to the Debtors, the
Examiner or the Examiner's proposed co-counsels, Gibson, Dunn &
Crutcher LLP and Young, Conway, Stargatt & Taylor, LLP as to the
matter in which it is to be employed, as required by section
327(a) of the Bankruptcy Code. (Sun Healthcare Bankruptcy News,
Issue No. 19; Bankruptcy Creditors' Service, Inc., 609/392-0900)
TIDEPOINT: Three Creditors File Involuntary Petition in Maryland
----------------------------------------------------------------
Three creditors of TidePoint Corp. have filed an involuntary
Chapter 7 petition against the Company in the U.S. Bankruptcy
Court in the District of Maryland. According to Court documents,
the three creditors are owed a total of approximately $1.3
million. TidePoint sought to provide clients secure connections
and application integration with partners, suppliers and
customers. (New Generation Research, March 19, 2001)
US DIAGNOSTIC: May Opt for Bankruptcy if Debt Restructuring Fails
-----------------------------------------------------------------
US Diagnostic Inc. (OTCBB:USDL) intends to seek a restructuring
of certain obligations and covenants under its 9% Subordinated
Convertible Debentures due 2003 and its 6-1/2% Convertible Notes
due June 2001. The Company also announced that it is in
negotiations to retain an investment banker to review its
strategic alternatives and to advise it on the debt
restructuring.
Although USD has not completed the preparation of its financial
statements for the fiscal year ended December 31, 2000, it has
determined that it will not have Consolidated Net Worth of $18
million at year-end. As a result, under the Debentures USD is
prohibited from incurring certain types of debt and would be
required to offer to purchase a portion of the Debentures. USD
will seek a modification of certain provisions of the Debentures,
including the repurchase obligation, the consolidated net worth
covenant and the covenant that limits USD's ability to borrow.
Although USD has successfully sold 30 medical diagnostic imaging
centers pursuant to the Plan of Restructuring approved by
stockholders last year, the pace of such sales at acceptable
prices has not met with expectations. USD also needs to maintain
its corporate infrastructure to operate remaining centers pending
sale and collect accounts receivable of sold centers and is
required to devote a significant portion of its cash flow to the
repayment of the principal of its debt. Based on its current
estimates, USD anticipates that, absent completion of additional
center sales or the availability of additional short term
liquidity, its current cash and cash generated from operations
will be sufficient to meet its anticipated cash needs (other than
amounts required to repurchase Debentures as described above) to
approximately June 2001; however, if its principal repayments can
be appropriately restructured, USD believes that its cash flow
will be sufficient to permit it to complete the sale of the
remaining centers over time, although there can be no assurance
in this regard.
Also, as a result of the above-described factors, USD does not
currently anticipate that it will have sufficient funds to pay
the Notes at their scheduled maturity absent additional center
sales. Although USD is currently in negotiations with respect to
the sale of a number of imaging centers, there can be no
assurance that these potential transactions will occur or if they
do occur whether they will occur in a timely manner or result in
adequate net proceeds to USD. Accordingly, USD will also seek an
extension of the maturity of the Notes. A failure to pay the
Notes could also allow other holders of USD indebtedness,
including the Debenture holders, to seek acceleration of the
maturity of their indebtedness as well.
Pending the planned sales of its imaging centers, USD will
require the above mentioned modifications and may also require
additional short term liquidity through a modification of the
repayment terms of a portion of its debt to lending institutions.
While USD has been in discussions with its primary lender, there
can be no assurance that such lender will agree to any such
modification to the extent required to maintain USD's current
level of operations.
In the event that the above described restructuring and
modifications are not obtained, there can be no assurance that
the Company would be able to continue the operation of its
imaging centers pending their sales, and the Company would be
required to pursue other options which could include executing
its Plan of Restructuring under the reorganization provisions of
the federal bankruptcy laws.
USD also stated that in light of the above described matters and
other factors, it is unlikely that the Plan of Restructuring
would result in net proceeds available for distribution to its
common stockholders within the original estimate of $1.30 - $1.78
and that given the uncertainties described above as well as the
other factors, USD is not currently in a position to provide a
revised estimate. Furthermore, the Plan of Restructuring will not
be completed by the original earliest anticipated date of March
31, 2001.
US Diagnostic Inc. is an independent provider of radiology
services with locations in 10 states and owns, operates or
manages 44 fixed site diagnostic imaging facilities.
VENCOR INC.: Ventas Reaches Final Medicare Settlement With DOJ
--------------------------------------------------------------
Ventas, Inc. (NYSE:VTR) has reached a definitive, final
settlement of Medicare-related issues with the Department of
Justice (DOJ). The settlement requires Ventas to pay the U.S.
$103.6 million and was formally approved by the Delaware
Bankruptcy Court on March 16, 2001 with its entry of an order
confirming the Plan of Reorganization for Vencor, Inc. Vencor,
Ventas' principal tenant, is likely to emerge from bankruptcy in
the next 15-45 days. The terms of the settlement have been
previously announced.
"This settlement with the Department of Justice represents an
excellent outcome for Ventas," Ventas President and CEO Debra A.
Cafaro said. "It includes a comprehensive release of the Company
from all Medicare related matters. And, it requires the dismissal
of all 'whistleblower' lawsuits filed against the Company and
joined in by the DOJ. This settlement was also a necessary
predicate for achieving our singular objective of a successful
restructuring of Vencor."
Ventas did not admit any wrongdoing in reaching this agreement
with the DOJ. Its portion of the settlement - $103.6 million -
includes a $34 million payment that will be made out of existing
cash reserves on the Effective Date of the Vencor Plan of
Reorganization. The remaining amount will be paid in equal
quarterly installments over five years, at six percent interest.
Ventas will also pay $400,000 to the DOJ to cover legal fees.
Vencor will pay $26 million to the DOJ for settlement of Medicare
claims. In 1999, Vencor reached a separate agreement with the DOJ
related to the settlement of a Medicare overpayment. At that time
Vencor agreed to repay the Health Care Financing Administration
$90 million, which is currently being paid by Vencor in
installments over 5 years.
Ventas is a real estate investment trust whose properties include
45 hospitals, 216 nursing centers and eight personal care
facilities operating in 36 states.
VLASIC FOODS: Provides Adequate Assurance Package to Utilities
--------------------------------------------------------------
Vlasic Foods International, Inc. use electricity, gas, water,
telephone, telecommunications and other utility services in their
day-to day operations. The operation of the Debtors' facilities
is dependent on electricity for lighting and general office use,
and operation of their computerized network system. Maintenance
of telephone service is imperative because the Debtors'
businesses use telephones to conduct sales and to communicate
with customers. Continued water services is necessary to maintain
sanitary lavatory facilities for the employees. Maintenance of a
supply of natural gas is essential to provide power to the
Debtors' equipment. In these early stages of the Debtors' chapter
11 cases, it is absolutely imperative that the Utilities continue
to provide services in the same manner and on the same terms as
provided pre-petition.
Accordingly, David Hurst, Anthony Clark, Sally McDonald Henry and
Frederick Morris of the firm Skadden, Arps, Slate, Meagher &
Flom, LLP, representing VF Brands, Inc., et al., asked Judge Sue
Robinson to establish a procedure for determination of any
requests for adequate assurance of payment in addition to the
assurance given by the Debtors' prepetition payment record, and
to enjoin the utilities from terminating service absent her
further order.
The Debtors sought and obtained an interim and final order
prohibiting Utility Companies from altering, refusing or
discontinuing services on account of pre-petition invoices,
considering that uninterrupted gas, water, electric, telephone
and other utility services are critical to the Debtors' ability
to sustain their operations during the pendency of their Chapter
11 cases. Further, Judge Walrath established, on the Debtors'
request, a procedure by which utility companies who request
additional assurance of postpetition payments may present
requests to the Debtors, and if the requests are not consensually
resolved, present them to Judge Walrath for disposition and
decision. Any such request must be made in writing, include the
account number and outstanding balance, and a summary of the
Debtors' payment history by account, and be delivered to the
attorneys for the Debtors in New York and in Delaware no later
than 30 days after the date of the final Order
Judge Walrath concurred that the Debtors' payment history with
respect to prepetition utility bills, their demonstrated ability
to pay future utility bills, and the administrative expense
priority afforded by the Bankruptcy Code, together constitute
adequate assurance of payment for future utility services as
described in the Bankruptcy Code, without the need for additional
assurance in the form of a deposit.
Judge Walrath further directed that the Debtors continue to pay
postpetition, undisputed invoices for utilities services in the
same manner as these were paid prior to the Petition Date, and
authorized but did not obligate, the Debtors to pay any
prepetition amounts owed to utilities in the ordinary course of
business. However, upon the acceptance of payment of any
prepetition amounts owed, the utility company will be deemed to
have adequate assurance of future payment, and to have waived the
right to seek additional adequate assurances in the form of a
deposit or otherwise. (Vlasic Foods Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)
XM SATELLITE: Moody's Rates $125MM Subordinated Notes at Caa3
-------------------------------------------------------------
Despite a stable outlook for the company, Moody's Investors
Service still thinks XM Satellite Radio Holdings, Inc. is
involved in a relatively risky business. As a result, Moody's
assigned its Caa3 rating to the company's $125 million
Convertible Subordinated notes. It also confirmed the Caa1
rating on the $325 million senior secured discount notes of XM
Satellite Radio, Inc.
In justifying the rating, Moody's pointed-out that the recent
satellite launch delays highlight the risk. Although the company
successfully launched a satellite last Sunday, analysts believe
the recent delays were caused by the absence of a fully-developed
operations plan for the company.
Moody's believes the rating is reflective of the significant
business, technical, and to a lesser extent, liquidity and
regulatory risks that confront the satellite radio developer.
The rating agency, however, says the business risks are mitigated
by a measurable consumer interest in satellite radio.
Analysts say the company has several natural markets, which
includes trucking, leisure boating, and rural areas with limited
radio offerings.
Moody's also believe the company benefits from the quality of its
management team as well as its conservative levels of market
penetration necessary to break even.
XM Satellite Radio, Inc. is a development stage company founded
to commercialize satellite-to-car audio services in the United
States.
* Meetings, Conferences and Seminars
------------------------------------
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
March 29-April 1, 2001
NORTON INSTITUTES ON BANKRUPTCY LAW
Norton Bankruptcy Litigation Institute II
Flamingo Hilton; Las Vegas, Nevada
Contact: 1-770-535-7722 or Nortoninst@aol.com
April 2-3, 2001
PRACTISING LAW INSTITUTE
23rd Annual Current Developments
in Bankruptcy and Reorganization
PLI New York Center, New York, New York
Contact: 1-800-260-4PLI or http://www.pli.edu
April 19-21, 2001
ALI-ABA
Fundamentals of Bankruptcy Law
Pan Pacific Hotel, San Francisco, California
Contact: 1-800-CLE-NEWS
April 19-22, 2001
American Bankruptcy Institute
Annual Spring Meeting
J.W. Marriott, Washington, D.C.
Contact: 1-703-739-0800 or http://www.abiworld.org
April 26-29, 2001
COMMERCIAL LAW LEAGUE OF AMERICA
71st Annual Chicago Conference
Westin Hotel, Chicago, Illinois
Contact: Comlawleag@aol.com
April 30-May 1, 2001
PRACTISING LAW INSTITUTE
23rd Annual Current Developments
in Bankruptcy and Reorganization
PLI California Center, San Francisco, California
Contact: 1-800-260-4PLI or http://www.pli.edu
May 14, 2001
American Bankruptcy Institute
NY City Bankruptcy Conference
Association of the Bar of the City of New York
New York, New York
Contact: 1-703-739-0800 or http://www.abiworld.org
May 25, 2001
American Bankruptcy Institute
Canadian-American Bankruptcy Program
Hotel TBA, Toronto, Canada
Contact: 1-703-739-0800
June 7-10, 2001
American Bankruptcy Institute
Central States Bankruptcy Workshop
Grand Traverse Resort, Traverse City, Michigan
Contact: 1-703-739-0800 or http://www.abiworld.org
June 13-16, 2001
Association of Insolvency & Restructuring Advisors
Annual Conference
Hyatt Newporter, Newport Beach, California
Contact: 541-858-1665 or aira@ccountry.com
June 14-16, 2001
ALI-ABA
Partnerships, LLCs, and LLPs: Uniform Acts,
Taxations, Drafting, Securities, and Bankruptcy
Swissotel, Chicago, Illinois
Contact: 1-800-CLE-NEWS
June 18-19, 2001
American Bankruptcy Institute
Investment Banking Program
Association of the Bar of the City of New York,
New York, New York
Contact: 1-703-739-0800 or http://www.abiworld.org
June 21-22, 2001
RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC.
Bankruptcy Sales & Acquisitions
The Renaissance Stanford Court Hotel,
San Francisco, California
Contact: 1-903-592-5169 or ram@ballistic.com
June 25-26, 2001
TURNAROUND MANAGEMENT ASSOCIATION
Advanced Education Workshop
The NYU Salomon Center at the Stern School
of Business, New York, NY
Contact: 312-822-9700 or info@turnaround.org
June 28-July 1, 2001
NORTON INSTITUTES ON BANKRUPTCY LAW
Western Mountains, Advanced Bankruptcy Law
Jackson Lake Lodge, Jackson Hole, Wyoming
Contact: 770-535-7722 or Nortoninst@aol.com
June 28-July 1, 2001
American Bankruptcy Institute
Hawaii CLE Program
Outrigger Wailea Resort, Maui, Hawaii
Contact: 1-703-739-0800 or http://www.abiworld.org
June 30 through July 5, 2001
National Association of Chapter 13 Trustees
Annual Seminar
Marriott Hotel and Marina, San Diego, California
Contact: 1-800-445-8629 or http://www.nactt.com
July 13-16, 2001
American Bankruptcy Institute
Northeast Bankruptcy Conference
Stoweflake Resort, Stowe, Vermont
Contact: 1-703-739-0800 or http://www.abiworld.org
July 26-28, 2001
ALI-ABA
Chapter 11 Business Reorganizations
Hotel Loretto, Santa Fe, New Mexico
Contact: 1-800-CLE-NEWS
August 1-4, 2001
American Bankruptcy Institute
Southeast Bankruptcy Conference
The Ritz-Carlton, Amelia Island, Florida
Contact: 1-703-739-0800 or http://www.abiworld.org
September 6-9, 2001
American Bankruptcy Institute
Southwest Bankruptcy Conference
The Four Seasons Hotel, Las Vegas, Nevada
Contact: 1-703-739-0800 or http://www.abiworld.org
September 7-11, 2001
National Association of Bankruptcy Trustees
Annual Conference
Sanibel Harbor Resort, Ft. Myers, Florida
Contact: 1-800-445-8629 or http://www.nabt.com
September 13-14, 2001
ALI-ABA
Corporate Mergers and Acquisitions
Washington Monarch, Washington, D. C.
Contact: 1-800-CLE-NEWS or http://www.ali-aba.org
September 14-15, 2001
American Bankruptcy Institute
ABI/Georgetown Program "Views from the Bench"
Georgetown University Law Center, Washington, D.C.
Contact: 1-703-739-0800 or http://www.abiworld.org
October 3-6, 2001
American Bankruptcy Institute
Litigation Skills Symposium
Emory University School of Law, Atlanta, Georgia
Contact: 1-703-739-0800 or http://www.abiworld.org
October 16-17, 2001
International Women's Insolvency and
Restructuring Confederation (IWIRC)
Annual Fall Conference
Somewhere in Orlando, Florida
Contact: 703-449-1316 or
http://www.inetresults.com/iwirc
November 29-December 1, 2001
American Bankruptcy Institute
Winter Leadership Conference
La Costa Resort & Spa, Carlsbad, California
Contact: 1-703-739-0800 or http://www.abiworld.org
January 11-16, 2002
Law Education Institute, Inc
National CLE Conference(R) - Bankruptcy Law
Steamboat Grand Resort
Steamboat Springs, Colorado
Contact: 1-800-926-5895 or
http://www.lawedinstitute.com
February 7-9, 2002 (Tentative)
American Bankruptcy Institute
Rocky Mountain Bankruptcy Conference
Westin Tabor Center, Denver, Colorado
Contact: 1-703-739-0800 or http://www.abiworld.org
March 15, 2002 (Tentative)
American Bankruptcy Institute
Bankruptcy Battleground West
Century Plaza Hotel, Los Angeles, California
Contact: 1-703-739-0800 or http://www.abiworld.org
April 18-21, 2002
American Bankruptcy Institute
Annual Spring Meeting
J.W. Marriott, Washington, D.C.
Contact: 1-703-739-0800 or http://www.abiworld.org
May 13, 2002 (Tentative)
American Bankruptcy Institute
New York City Bankruptcy Conference
Association of the Bar of the City of New York,
New York, New York
Contact: 1-703-739-0800 or http://www.abiworld.org
June 6-9, 2002
American Bankruptcy Institute
Central States Bankruptcy Workshop
Grand Traverse Resort, Traverse City, Michigan
Contact: 1-703-739-0800 or http://www.abiworld.org
June __, 2002
American Bankruptcy Institute
Delaware Bankruptcy Conference
Hotel Dupont, Wilmington, Delaware
Contact: 1-703-739-0800 or http://www.abiworld.org
December 5-8, 2002
American Bankruptcy Institute
Winter Leadership Conference
The Westin, La Plaoma, Tucson, Arizona
Contact: 1-703-739-0800 or http://www.abiworld.org
April 10-13, 2003
American Bankruptcy Institute
Annual Spring Meeting
Grand Hyatt, Washington, D.C.
Contact: 1-703-739-0800 or http://www.abiworld.org
December 5-8, 2003
American Bankruptcy Institute
Winter Leadership Conference
La Quinta, La Quinta, California
Contact: 1-703-739-0800 or http://www.abiworld.org
April 15-18, 2004
American Bankruptcy Institute
Annual Spring Meeting
J.W. Marriott, Washington, D.C.
Contact: 1-703-739-0800 or http://www.abiworld.org
The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter 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 are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
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 USA, and Beard
Group, Inc., Washington, DC USA. Debra Brennan, Yvonne L.
Metzler, Larri-Nil Veloso, Aileen Quijano and Peter A. Chapman,
Editors.
Copyright 2001. 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
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herein is obtained from sources believed to be reliable, but is
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*** End of Transmission ***