/raid1/www/Hosts/bankrupt/TCR_Public/010511.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, May 11, 2001, Vol. 5, No. 93
Headlines
AMEDISYS INC.: Schedules Annual Stockholders' Meeting On June 14
ANACOMP INC.: Considers Restructuring Under Chapter 11
ARMSTRONG HOLDINGS: Reports First Quarter Earnings
BALANCED CARE: Board Endorses Recapitalization Plan
BARNEY'S NEW YORK: Annual Stockholders' Meeting Is On June 20
CASTLE DENTAL: Shares Kicked-Off the Nasdaq
CMI INDUSTRIES: Asks Court to Dismiss Involuntary Bankruptcy
COLUMBUS MCKINNON: S&P Affirms Low-B Ratings
CYBERCASH: Generates $23.9 Million From Asset Sales
DATAZEN CORPORATION: Files Chapter 11 Petition in Maryland
DATAZEN CORPORATION: Chapter 11 Case Summary
DT INDUSTRIES: Reports Fiscal Third Quarter Losses
EDWARDS THEATRES: Reaches Agreement With Anschutz and Oaktree
FINOVA: Treatment Of Administrative & Tax Claims Under the Plan
FRUIT OF THE LOOM: Rejecting Seven More Burdensome Contracts
HARNISCHFEGER: Agrees To Raise Fee Caps On Coal Experts
HORIZON PHARMACIES: Taps CRP For Debt Restructuring
I.C. ISAACS: Receives Delisting Notice from Nasdaq
IMPERIAL SUGAR: Period To Remove Lawsuits Extended To August 20
IMPERIAL SUGAR: Disclosure Statement Hearing Moved To June 5
INTASYS CORPORATION: Publishes First Quarter 2001 Results
KATY INDUSTRIES: Posts $8.4 Million Net Loss For Q1 2001
LOEWEN: Canadian Shareholders Object To Disclosure Statement
MARINER: Bar Date For Intercompany Claims Extended To June 4
MASSACHUSETTS HEAVY: Bankrupt Shipyard Files Reimbursement Plan
METROGAS: Fitch Rates $130 Million Debt Issuance At BB-
NEXTWAVE: Appellate Court to Rule on Wireless Licenses Case Soon
OTR EXPRESS: Plans to Cease Operations Following Losses
PACIFIC GAS: Wants To Hire E&Y Capital As Financial Advisor
PACIFIC GAS: Opposes Appointment of Ratepayers' Committee
PATHMARK STORES: Shareholders To Meet in New Jersey On June 14
PILLOWTEX CORP.: Enters Into Reimbursement Pact With Core Point
PRANDIUM INC.: Reports First Quarter Results
PREMIER LASER: Tracey Technologies Agrees to Buy EyeSys Assets
PURINA MILLS: Receives Acquisition Offer From Undisclosed Buyer
SYSTEMONE TECH: Nasdaq Delists Shares, Now Trading On OTCBB
THERMOVIEW: Reports Improved Cash Flow & First Quarter Results
TWIN HOTEL: Files For Chapter 11 Bankruptcy Protection
TWIN HOTEL: Case Summary & 20 Largest Unsecured Creditors
US PARTS: Bankruptcy Court Denies Use Of Cash Collateral
USA FLORAL: Raises $19.8 Million From Sale of Domestic Assets
USG CORPORATION: Board Decides To Eliminate Quarterly Dividend
VLASIC FOODS: Court Gives Go Ahead For Asset Sale To Hicks Muse
W.R. GRACE: Retains Kekst and Company as PR Consultant
WASTEMASTERS: Abandons Ohio Landfill Due To Cash Shortfall
WASTEMASTERS: Misses SEC Deadline For Filing Annual Report
WEHRENBERG INC.: Negotiates Lease & Reopens St. Louis Theatre
WHEELING-PITTSBURGH: Seeks Approval Of Kansas Property Lease
ZILOG INC.: S&P Downgrades Credit Ratings to Junk Levels
BOOK REVIEW: WHY COMPANIES FAIL: Strategies for Detecting,
Avoiding, and Profiting from Bankruptcy
*********
AMEDISYS INC.: Schedules Annual Stockholders' Meeting On June 14
---------------------------------------------------------------
The Annual Meeting of Stockholders of Amedisys, Inc. will be
held at the Embassy Suites Hotel, 4914 Constitution Avenue,
Baton Rouge, Louisiana at 4:00 p.m., central daylight time, on
Thursday, June 14, 2001, to:
(1) Elect directors;
(2) Ratify the selection of Arthur Andersen LLP as
independent public accountants of the Company for the
fiscal year ending December 31, 2001.
(3) Consider and act on proposed amendments to the 1998
Directors' Stock Option Plan.
(4) Transact such other business as may properly come
before the meeting or any adjournment thereof.
Only stockholders of record at the close of business on April
17, 2001 are entitled to notice of and to vote at the meeting,
or any adjournment thereof.
ANACOMP INC.: Considers Restructuring Under Chapter 11
------------------------------------------------------
Anacomp, Inc. (OTC Bulletin Board: ANCO) announced the details
of its comprehensive financial restructuring plan. At the same
time, the Company said it is in discussions to sell one of its
major business units.
Anacomp has reached an understanding with key representatives of
the holders of its 10-7/8% Senior Subordinated Notes due 2004.
These holders, representing approximately 51% of the outstanding
Notes, have agreed to support the restructuring. Anacomp has
also negotiated a new term sheet with the agent for its senior
lender group. The restructuring is designed to enhance
Anacomp's economic viability by adjusting the Company's
capitalization to reflect currently anticipated revenues. In
addition, it seeks to reduce substantially Anacomp's debt-
service obligations and create a capital structure that will
allow the Company to optimize its business and operations.
In a preliminary proxy statement filed with the Securities and
Exchange Commission, Anacomp said it will launch an Exchange
Offer in which all holders of its Notes will be offered the
opportunity to exchange their Notes for shares of Anacomp common
stock. Anacomp also said it will solicit shareholder approval
to amend the Company's Articles of Incorporation to enact a
3610.8-for-1 reverse split of its common stock.
Upon consummation of the Exchange Offer and Reverse Split, the
existing common stockholders of Anacomp will retain a 0.1%
interest in the Company's common stock and the exchanging
noteholders will receive a 99.9% interest.
Implementation of the Exchange Offer is contingent, among other
things, on 98% of the total principal amount of Notes being
tendered for exchange and on the amendment to Anacomp's Articles
of Incorporation receiving a majority of shares voted at a
Special Meeting of Stockholders to be held at 10 a.m. PDT on
June 11, 2001 at 12365 Crosthwaite Circle, Poway, CA.
If the contingencies are met, Anacomp intends to implement a
restructuring through the Exchange Offer and enactment of the
reverse stock split. If not, Anacomp intends to effectuate the
restructuring pursuant to a prepackaged Chapter 11 plan of
reorganization. During this period, Anacomp will continue
to maintain normal and regular trade terms with its suppliers.
Under the terms of the prepackaged plan, acceptances from
noteholders and shareholders are solicited and obtained prior to
commencing the restructuring process. Implementation of the
prepackaged plan would be dependent upon the receipt of
acceptances from holders of 67% of the outstanding principal
amount and a majority in number of Notes voting on the plan. To
save time, Anacomp intends to solicit acceptances from its
shareholders to the prepackaged plan at the same time it
commences the Exchange Offer.
"We are optimistic that the noteholders will recognize the value
of participating in the Exchange Offer and are encouraged by the
fact that holders of approximately 51% of the outstanding
principal amount of Notes have agreed to refrain from selling
their Notes and participate in the Exchange Offer," said Phil
Smoot, President and Chief Executive Officer of Anacomp. "These
same noteholders have also agreed to deliver their acceptances
to the prepackaged plan."
Anacomp also has negotiated a new term sheet involving its
senior bank group, pending final credit approval. The agreed
upon terms will replace the current forbearance and standstill
agreement between the Company and its lenders and involve a
comprehensive restructuring of Anacomp's obligations under its
existing revolving credit facility. The restructuring is
contingent, among other things, on approval of the Exchange
Offer or implementation of the prepackaged plan.
Under the new terms, which are subject to final credit approval
by the lender group, Anacomp's senior bank lenders would extend
the existing credit facility and forbearance of existing
defaults through the anticipated restructuring emergence date
and execute an amended and restated revolving credit facility.
The maturity date of the new revolving credit facility, which
consists of $57.2 million in current outstanding borrowings and
$6 million in current outstanding letters of credit, will be
extended to at least December 31, 2002. The new term sheet also
outlines various procedures to reduce outstanding borrowings and
includes several new financial covenants.
"We are pleased with the new bank agreement," Smoot said. "Our
senior lenders' confidence in Anacomp is a testament to the
progress we have been making to improve our revenues, operating
results, cash flows and liquidity."
Anacomp also announced that it intends to sell its European
document- management business, Document Solutions International,
and has entered into discussions with several interested
parties. The company's international Technical Services
business is not affected by this announcement.
"Document Solutions International is a valuable asset and should
be sold to a buyer who can devote the time and resources
required to service our customers, employees and the new
stakeholders successfully," said Smoot.
About Anacomp
Anacomp, Inc. is a leading provider of document-management and
technical services. With global operations backed by more than
30 years of outsourcing experience, Anacomp offers premium
services for virtually any business application. Anacomp
comprises three business units: Document Solutions (document-
management outsource services); Technical Services (multi-vendor
maintenance services and supplies); and docHarbor (web-based
storage and delivery services). For more information, visit
Anacomp's web site at http://www.anacomp.com.
ARMSTRONG HOLDINGS: Reports First Quarter Earnings
--------------------------------------------------
Armstrong Holdings, Inc. (NYSE: ACK) reported that first quarter
2001 net sales of $716.5 million from continuing operations were
2.6% lower than in the first quarter of 2000. Excluding the
unfavorable effects of foreign exchange rates, the Installation
Products Group ("IPG") divestiture and the Gema acquisition, net
sales decreased 1.3%.
First quarter 2001 earnings from continuing operations were
$23.6 million or $0.58 per share, down from $25.0 million or
$0.62 per share in the first quarter of 2000. Included in 2001
was a pre-tax charge of $5.4 million to complete the
restructuring commenced in the fourth quarter of 2000. Also, as
a result of Armstrong World Industries' Chapter 11 filing,
Armstrong incurred $3.0 million of net reorganization costs and
did not record $21.4 million on contractual interest expense
related to pre-petition debt, in accordance with generally
accepted accounting principles.
The company said that the softening economy and customer
inventory reductions, primarily on the retail side, resulted in
reduced sales. Higher energy costs in building products and
higher raw material costs primarily in floor coverings and wood
products, coupled with reduced sales, resulted in lower
earnings.
"The slowdown in sales and higher costs for raw materials and
energy are in line with our expectations for the first quarter
and we anticipate these conditions to continue," said Armstrong
Chairman and CEO Michael D. Lockhart. "We maintain our focus on
reducing costs in the face of a challenging economic
environment. We are executing our restructuring efforts, giving
us immediate cost savings and improving our long term cost
structure."
Segment Quarterly Highlights
Floor coverings net sales of $291.1 million were down 8.0%
versus prior year primarily due to the third quarter 2000 IPG
divestiture, lower volume due to customer inventory reductions
and the unfavorable impact of foreign exchange rates. Operating
income was down 27.9% due to the sales decrease and increased
raw material costs.
Building products sales of $216.4 million were up 8.8% over the
first quarter of 2000 due to the second-quarter 2000 Gema
acquisition and higher volume in commercial markets. However,
operating income decreased by 28.0% due to significantly higher
energy costs.
Wood products reported both lower sales, down 5.0%, and lower
operating income, down 45.8%, due to a soft residential market
for both cabinets and flooring, and higher lumber costs.
Armstrong Holdings, Inc. is a global leader in the design,
innovation and manufacture of floors and ceilings. Based in
Lancaster, PA, Armstrong has approximately 15,000 employees
worldwide. In 2000, Armstrong's net sales totaled more than $3
billion. Additional information about the company can be
found on the Internet at http://www.armstrong.com.
BALANCED CARE: Board Endorses Recapitalization Plan
---------------------------------------------------
Balanced Care Corporation (Amex: BAL) announced that the
Company's Board of Directors has approved a recapitalization
plan, including a rights offering to its current stockholders in
an amount of approximately $55.0 million. Proceeds of the
recapitalization will be used to provide the Company with the
funds necessary to (i) complete a restructuring of certain lease
obligations, (ii) repay short-term debt, and (iii) provide
working capital. The recapitalization plan will be submitted to
the Company's stockholders for approval at the upcoming annual
meeting, which the Company plans to hold as soon as practicable.
In the interim, IPC Advisors S.a.r.l., the owner of
approximately 53% of the Company's outstanding common stock, has
also agreed to provide the Company with a bridge loan in the
amount of $54.0 million. Both the rights offering and the
bridge loan are subject to certain approvals and conditions,
including IPC's approval of the terms of the Company's lease
restructuring. In order to effect the rights offering, the
Company's stockholders will be asked to approve a 1-for-20
reverse stock split of the Company's issued and outstanding
shares of common stock, par value $0.001, at the annual meeting.
IPC, the Company's majority stockholder, has agreed to vote in
favor of the recapitalization plan and the reverse stock split.
Under the rights offering, the Company's existing stockholders
will receive pro rata the right to purchase (i) secured
convertible debentures having a maturity of five years and
bearing interest at the rate of 12% per annum, payable in cash
or in kind at the Company's option and/or (ii) a substantially
equivalent security. The debentures or the equivalent security
will be secured by (i) subordinated security interests in
certain of the Company's encumbered assets and/or (ii) the
pledge of stock of certain of the Company's subsidiaries. The
debentures will be convertible into shares of common stock of
the Company at a price of $6.00 per share (on a post-reverse
stock split basis). The Company will have the right to prepay
the debentures at any time, and will have the right to require
the conversion of the debentures if the price per share of
common stock exceeds $9.00 (on a post- reverse stock split
basis) for each of 30 consecutive trading days on the
American Stock Exchange.
Common stockholders who participate in the rights offering and
exercise their rights in full will preserve their proportionate
equity ownership and voting power of the Company on a fully
diluted basis. Stockholders who do not exercise their rights in
full may experience a decrease in their proportionate equity
ownership and voting power. The rights issuable in connection
with the rights offering will be transferable. In addition, all
participating stockholders will have the right, but not the
obligation, to purchase their pro-rata share of any portion of
the rights offering not subscribed for by other Company
stockholders. IPC has agreed to subscribe for rights in an
amount sufficient to complete the recapitalization plan.
The $54.0 million bridge loan will have a four-month term and
will bear interest at a rate of 12% per annum. Interest will
accrue and will be payable upon maturity. Subject to necessary
approvals, the bridge loan will be secured by (i) subordinated
security interests in certain of the Company's encumbered assets
and/or (ii) the pledge of stock of certain of the Company's
subsidiaries. The Company will use the proceeds of the bridge
loan, in part, to complete its lease-restructuring. The Company
continues to be in negotiations with certain of its landlords to
obtain purchase options, rent reductions and/or rent deferrals
in consideration for certain payments to the landlords. The
remainder of the bridge loan will be used to (i) retire short-
term debt owed to IPC and (ii) provide working capital. As
consideration for providing the bridge loan, the Company will
pay a commitment fee in the amount of $1.08 million.
Although the Company believes it will reach agreement with the
applicable landlords in connection with the lease restructuring
and will be able to obtain the bridge loan from IPC on
substantially the terms outlined above, there can be no
assurance that the Company will be able to do so until such time
as the applicable parties have entered into definitive
agreements and all applicable conditions to closing have been
satisfied or waived.
Balanced Care Corporation operates 57 facilities with system-
wide capacity of 3,866 residents. When an additional facility
currently under construction is in operation, the Company will
operate 58 facilities with resident capacity of 3,972.
Balanced Care Corporation utilizes assisted living facilities as
the primary service platform to provide an array of health care
and hospitality services, including preventive care and
wellness, medical rehabilitation, Alzheimer's/dementia care and,
in certain markets, extended care services.
BARNEY'S NEW YORK: Annual Stockholders' Meeting Is On June 20
-------------------------------------------------------------
The Annual Meeting of Stockholders of Barney's New York, Inc.
will be held at the offices of the Company, located at 1201
Valley Brook Avenue, Lyndhurst, New Jersey, on Wednesday, June
20, 2001 at 10:00 A.M. local time, for the following purposes:
(1) To elect eleven members of the Board of Directors, each
to serve until the next Annual Meeting of Stockholders
and until their respective successors are elected and
qualified or until their earlier resignation or
removal.
(2) To consider and act upon a proposal to amend the
Company's Employee Stock Option Plan.
(3) To ratify the appointment of Ernst & Young LLP as
independent auditors for the Company for the fiscal
year ending February 2, 2002.
(4) To transact such other business as may properly come
before the Annual Meeting or any adjournments thereof.
Only stockholders of record on the books of the Company at the
close of business on May 2, 2001 will be entitled to notice of,
and to vote at, the meeting.
CASTLE DENTAL: Shares Kicked-Off the Nasdaq
-------------------------------------------
Castle Dental Centers, Inc. (OTC Bulletin Board: CASL) was
informed by the NASD that Castle's common stock would no longer
be traded on the Nasdaq National Market effective as of the
close of business on May 8, 2001.
On May 9, 2001, Castle Dental Centers' common stock began
trading on the OTC Bulletin Board under its current symbol CASL.
Castle Dental Centers' stock was delisted because the Company
failed to meet both the minimum market capitalization and
minimum trading price requirements of the Nasdaq National
Market.
Castle Dental Centers, Inc. develops, manages and operates
integrated dental networks through contractual affiliations with
general, orthodontic and multi-specialty dental practices in the
U.S. Castle manages 101 dental centers with approximately 200
affiliated dentists in Texas, Florida, Tennessee and California
with annual patient revenues of approximately $106 million.
CMI INDUSTRIES: Asks Court to Dismiss Involuntary Bankruptcy
------------------------------------------------------------
CMI Industries, Inc. filed a motion in the United States
Bankruptcy Court for the District of Delaware requesting
dismissal of the involuntary petition filed against the Company
under the Bankruptcy Code late last week by certain holders of
the Company's 9 1/2% Senior Subordinated Notes. The motion
states that the involuntary petition should be dismissed because
the Indenture which sets forth the rights between the parties
prohibits the petitioning creditors from filing an involuntary
petition against the Company. Other reasons for dismissal of
the involuntary petition are because the petitioning creditors
have filed the involuntary petition in bad faith, their claims
are subject to a bona fide dispute making the claims ineligible
claims for an involuntary petition filing, the Company is
generally paying it debts as they come due, and dismissal is in
the best interest of both the creditors and the Company.
According to the motion, on the date of the filing of the
involuntary petition, the Company was current with its unsecured
creditors, owed nothing on its bank line of credit, had
$12,000,000 in borrowing capacity under that line of credit, and
had significant unencumbered assets and $500,000 in readily
available cash investments. The Company intends to continue to
operate in the ordinary course and to work to achieve its
strategic objectives, and the Company is implementing a plan to
do so.
Said Joseph L. Gorga, President of the Company, regarding the
actions of the petitioning creditors: "We were shocked and
disappointed by this precipitous action taken by these
bondholders while we were considering a counterproposal from
them which we received at a meeting less than 24 hours earlier.
We had a very cordial meeting on Wednesday and they gave us no
indication that they would take such a drastic action."
Under the bankruptcy laws, CMI has full authority to continue to
operate its business and to carry out its other business plans
without court supervision unless and until a court hearing is
resolved adverse to the Company. The Company has requested that
the hearing be held as soon as possible but no hearing date has
been established. Representatives of the petitioning
bondholders continue to discuss with the Company the basis for
dismissing the petition and a cooperative approach to
restructuring the Company's debt structure outside of
bankruptcy.
Said Gorga, "We have the resources to and will continue to
service our customers and to deal with our business partners in
the ordinary course as we have in the past while we work to
resolve this matter. While we anticipate that the bankruptcy
court will find in our favor and dismiss the involuntary
petition, in the event an order for relief under the bankruptcy
code is issued, our business partners and vendors should be
aware that any credit extended to the Company during this gap
period will be considered a priority claim. During this period,
as a result of the involuntary petition, the Company may be
required to review and possibly accelerate its long-term
objectives and restructuring plans.
In addition, as previously announced, the Company and its senior
secured bank lender filed an emergency motion in the Bankruptcy
Court seeking declaratory relief that the Company may continue
to utilize the borrowing capacity that, but for the bondholder's
action, the Company would enjoy under its existing senior
secured bank facility. At present, that borrowing capacity
under the existing senior secured bank facility would allow
additional borrowings of approximately $12 million.
CMI Industries, Inc., and its subsidiaries manufacture textile
products that serve a variety of markets, including the home
furnishings, woven apparel, elasticized knit apparel and
industrial/medical markets.
Headquartered in Columbia, South Carolina, the Company operates
manufacturing facilities in Clarkesville, Georgia; Clinton,
South Carolina; Greensboro, North Carolina; and Stuart,
Virginia. The Company had net sales from continuing operations
of $194.7 million in 2000.
COLUMBUS MCKINNON: S&P Affirms Low-B Ratings
--------------------------------------------
Standard & Poor's affirmed its ratings on Columbus McKinnon
Corp. and removed the ratings from CreditWatch, where they were
placed on Feb. 23, 2001. These are as follows:
* Corporate credit rating BB-
* Senior secured bank loan rating BB-
* Subordinated debt B
About $200 million of debt securities and $250 million of bank
credit facilities are affected. The current outlook is negative.
The ratings reflect Columbus McKinnon's leading niche market
positions and an aggressive financial profile. Amherst, N.Y.-
based Columbus McKinnon manufactures materials-handling,
lifting, and positioning products, including electronic and
hand-powered hoists, alloy and carbon steel chains, and closed-
die forging. The company holds leading positions in most of its
markets, with more than 75% of its domestic sales in markets
where it is the number one supplier.
The company's weak financial performance over the past year is a
result of soft manufacturing markets, combined with delays in
capital spending by industrial companies. In addition, the
company continues to be negatively affected by higher energy
prices, foreign currency exchange rates, and competitive
pressures at the company's ASI division. ASI provides material
handling conveyor systems to large automotive OEMs.
Soft markets and increases in operating expenses have resulted
in credit measures that are currently somewhat below Standard &
Poor's expectations. For the nine months ending Dec. 31, 2000
total debt to EBITDA was about 4.3(x) and EBITDA interest
coverage was 2.8x. Standard & Poor's had expected total debt to
EBITDA of 3.5x and interest coverage of between 3x to 4x.
In February 2001, the company stated that it had completed its
previously announced review of strategic alternatives and that
it is now focused on implementing a program of strategic,
operational, and financial initiatives to improve financial
performance. These initiatives include streamlining operations,
implementing lean manufacturing, and reducing fixed costs. In
addition, the company continues to focus on improving
profitability at its ASI division, by reducing cost over-runs
and improving project bidding. All of these initiatives should
help improve profitability and credit protection measures.
Credit measures are expected to show some improvement, with
total debt to EBITDA improving to about 3.5 (x) and EBITDA
interest coverage improving to the 3x to 3.5x range. Financial
flexibility is fair. As of Dec. 31, 2000, the company had
approximately $30 million in availability under its $250 million
revolver, and about $6.5 million in cash.
Outlook: Negative
The ratings reflect the assumption that operating performance
will improve as a result of management's initiatives.
Difficulties with the execution of strategic initiatives or the
failure to strengthen credit protection measures could result in
a downgrade, Standard & Poor's said.
CYBERCASH: Generates $23.9 Million From Asset Sales
---------------------------------------------------
CyberCash, Inc. (Nasdaq: CYCH), a leading provider of electronic
payment technologies and services, announced the consummation of
the sale of its operating assets. Pursuant to a joint bid made
at a bankruptcy court-approved auction April 12, 2001, the
company's Internet payment services assets were acquired by
Verisign, Inc. and the company's software assets were acquired
by First Data Merchant Services. Net proceeds from the sale,
which closed May 4, 2001, were $23.9 million including purchase
price adjustments.
Excluded from the transaction are CyberCash's financial assets,
including cash on hand and accounts receivable. Also excluded
are CyberCash's interest in CyberCash K.K., its Japanese payment
processing joint venture with SoftBank, as well as CyberCash's
investments in Commission Junction, X.com and Outbounder, Inc.
(formerly UUCom). CyberCash intends to liquidate these financial
assets through subsequent auctions.
In connection with the closing of the sale of its assets,
CyberCash is taking action to change its name to CYCH, Inc.
while it winds down its affairs.
About CyberCash
CyberCash, Inc., headquartered in Reston, VA, formerly provided
Internet payment services and electronic payment software for
both Business-to-Consumer (B2C) and Business-to-Business markets
(B2B). The company filed Chapter 11 on March 2, 2001
DATAZEN CORPORATION: Files Chapter 11 Petition in Maryland
----------------------------------------------------------
DataZen Corp. laid off workers and filed for Chapter 11 petition
at the U.S. Bankruptcy Court for the District of Maryland in
Greenbelt, according to the Washington Post.
Stephen Marley, DataZen's director of business development, told
the Washington Post that the company will return to its original
mission of selling database management and research engineering
services, while scaling back an ill-fated initiative to sell
software to telecommunications companies. Marley said, "The
distraction that was the telecommunications business has all
gone away. It was pretty obvious we weren't getting any traction
with the telecommunications offering."
DataZen has been trying to raise as much as $20 million in
Series B financing, but put its efforts on hold after failing to
meet benchmarks that investors demanded for its
telecommunications offerings, reported the Washington Post.
Company executives also revealed that a bridge loan from
DataZen's investors, who put up $9 million in an initial round
of financing led by Signal Equity in April 2000, had expired.
DataZen's bankruptcy counsel Robert Marino disclosed that, under
the bankruptcy plan, DataZen proposed to cancel its existing
stock and issue new shares to its creditors. Reportedly, secured
creditors would receive 95 percent of the new stock while
unsecured creditors would receive the other 5 percent. The
company hopes to emerge from Chapter 11 as early as next month.
Marino believes DataZen has $2.9 million in secured debt, around
$2 million in unsecured debt and about $100,000 in priority
claims, said the Washington Post.
DATAZEN CORPORATION: Chapter 11 Case Summary
--------------------------------------------
Debtor: DataZen Corporation
aka Ecologic Corporation
aka Ecologic Systems Corporation
4409 Forbes Boulevard
Lanham, MD 20706
Chapter 11 Petition Date: May 04, 2001
Court: District of Maryland
Bankruptcy Case No.: 01-15933
Judge: Paul Mannes
Debtor's Counsel: Robert M. Marino, Esq.
Reed, Smith, Shaw & McClay
1301 K St., N.W.
Suite 1100, E. Tower
Washington, DC 20005
202-414-9200
DT INDUSTRIES: Reports Fiscal Third Quarter Losses
---------------------------------------------------
DT Industries, Inc. (Nasdaq: DTII) reported a third-quarter net
loss of $3.4 million, compared with net income of $1.1 million a
year earlier, a loss of 34 cents per diluted share compared to
earnings of 11 cents in the year-ago period. Net sales for the
quarter ended March 25, 2001 increased 1.6 percent to $124.0
million from $122.0 million for the three months ended March 26,
2000.
"We are encouraged by the progress we have made to this point,
and we anticipate that the new strategies and operating controls
that we are implementing will begin to have a visible impact on
our operating results in upcoming quarters," said Stephen J.
Perkins, president and CEO.
Perkins said that year-over-year third quarter revenues in the
automation segment were up 17%. Despite the economic conditions
that have caused a lengthening of the bookings cycle, DT
Industries' new business pipeline is healthy.
In part due to more operating controls and increased awareness
of margin and profitability goals, the company's administrative
and operating expenses declined slightly year-over-year despite
$0.8 million of special legal and professional expenses
associated with the accounting irregularities at Kalish and
Sencorp. During the third quarter, more than 55 key managers
underwent three days of training to focus them on maximizing
asset performance and cash returns. This effort is part of
implementing a corporate culture based on financial metrics and
activities that directly enhance shareholder value by improving
return on capital and generating increasing cash flow.
Emphasis on Debt Reduction, Streamlining Operations
"Interest expense continued to have a significant negative
impact on our results, which underscores the urgency of reducing
our debt," said Perkins. "I am pleased to note that we have
secured letters of intent to sell three of the five business
operations that we have slated for divestiture. The cash
generated by these sales will be used to pay down debt and will
contribute to bringing interest expense under control. We
currently anticipate that at least two of these transactions
will close in June.
"Finally, we are streamlining the company from 17 to eight
operating divisions, which simplifies and facilitates
performance monitoring, forecasting, and cost management. Our
next step will be to complete the strategic plans for these
divisions. Three of our operating divisions have new, seasoned
leadership. Although we have a great deal of work left to do to
produce satisfactory results, we are encouraged by our
prospects."
Third Quarter Financial Details and Nine Months' Results
Operating income in third quarter was $0.6 million versus $6.3
million a year earlier, with the decrease primarily caused by
lower gross margins. Interest expense increased $0.9 million, or
33.2%, to $3.8 million for the three months ended March 25,
2001. The substantial increase in interest expense resulted from
both the increase in the company's interest rate on borrowings
pursuant to the senior credit facility and the increase in
average borrowings outstanding. However, the company was able
to reduce its borrowings under its senior credit facility by $17
million during the third quarter through better working capital
management.
Third-quarter order inflow was $79.8 million, down from $126.9
million reported in the second quarter. Backlog at the end of
the third quarter was $262.3 million, compared with $257.5
million a year earlier, and $306.5 million at the end of second
quarter 2001.
For the nine months ended March 25, 2001, DT Industries reported
a net loss of $7.5 million, or 74 cents per diluted share,
compared with a net loss of $1.9 million, or 19 cents per
diluted share a year earlier. Net sales increased to $371.8
million from $331.1 million, or 12.3%, and operating income
decreased to $5.7 million from $9.6 million.
The Automation segment continued to show strength as third
quarter sales increased to $95.4 million from $81.6 million, or
16.9% from the year ago period. The increase was primarily the
result of increased electronics business from a key customer (as
was the case in the second quarter).
Automation segment gross margins of 16.7% were lower due to the
continued ramp up of manufacturing headcount, the heavier use of
contract labor and the substantial engineering being incurred on
the first of multiple systems. The company expects improving
Automation segment gross margins on the future repetitive
systems.
Packaging segment sales were down 34.4% percent to $19.7 million
from $30.0 million in the prior year. As a result of the
decline in sales and poor project performance, the packaging
segment recorded an operating loss for the quarter. The company
has reduced headcount at Kalish and Sencorp, two businesses
within the Packaging segment, by 45% and 30% respectively to
eliminate overhead inefficiencies. Gross margins of 19.4% were
down compared with a year ago.
"We believe there are a number of new business opportunities in
packaging that offer promise for increased revenues in the
future," explained Perkins. "In fact, the pipeline in packaging
looks reasonably good. However, the first order of business has
been to improve the processes and bring costs under control at
the under-performing Sencorp and Kalish units. Jim Ririe, a 20-
year veteran of the packaging industry, joined us as president
of our packaging systems business unit in March. We believe
that he will be a tremendous energizer for this segment."
Balance Sheet, Financing Initiatives Progressing
The company sold its corporate airplane and substantially all of
the assets of its Vanguard business. A loss on the sale of
Vanguard and the gain on sale of the aircraft resulted in a pre-
tax loss of $0.6 million. As stated previously, the sale of the
plane is expected to save the Company $1 million in
transportation costs annually. The move of the corporate
headquarters is also on schedule and the offices will be located
in Dayton, Ohio in existing company facilities that are
centrally located to operations and key customers.
The company continued to make progress in its program to divest
five non- strategic business units including Assembly Technology
& Test, Inc., Detroit Tool Metal Products Co., Peer, Stokes, and
Scheu & Kniss. As previously noted, DT Industries has received
letters of intent to sell three of the units and management
plans to communicate the progress on asset sales as they are
finalized.
Outlook for Fourth Quarter and Fiscal 2002
"Although we still have a long way to go towards attaining our
operational targets, we are encouraged by the progress made to
date on the objectives we outlined last quarter," said Perkins.
"We anticipate that the controls that we are implementing will
enable us to operate more efficiently, facilitate margin
improvement and enhance customer satisfaction.
Senior management is committed to increasing productivity and
improving operations in order to increase free cash flow,
improve working capital efficiency and enhance return on
operating assets to position DT Industries for positive
financial results."
Perkins said that it remains difficult for the company to
provide a firm outlook regarding fourth quarter sales and
earnings, due to the changes taking place in the company, and
the current economic uncertainty. Further, he said that
operating improvements will be visible in fiscal fourth quarter
performance, which should have a positive impact on margins and
operating performance, and that he expects the company to return
to profitability in fiscal 2002. The company's management is
reviewing the policies in place related to the valuation and
collection of accounts receivable, the valuation and disposal of
inventory and the impairment of goodwill and anticipates a
possible charge in the fourth quarter.
"As we look ahead to fiscal year 2002, we will have continuing
focus on operating results, cash flow improvements and on being
a leader in process automation and packaging," said Perkins.
DT Industries is a leading designer, manufacturer and integrator
of automated production systems used to assemble, test or
package industrial and consumer products. The Company also
produces precision metal components, tools and dies for a broad
range of industrial applications.
EDWARDS THEATRES: Reaches Agreement With Anschutz and Oaktree
-------------------------------------------------------------
Edwards Theatres Circuit, Inc. has reached a definitive
agreement with The Anschutz Corporation and OCM Principal
Opportunities Fund II, L.P., a private equity fund managed by
Oaktree Capital Management, LLC, on a significant investment in
the recapitalization of the Edwards chain. Terms of the
transaction have not been disclosed.
The Company said that it expects to file the plan of
reorganization in its voluntary Chapter 11 case, embodying the
terms of the agreement, later this month.
After careful study of the various restructuring alternatives
available to our company, management and the board have
determined that this transaction provides the best means to
maximize creditor recoveries while securing Edwards' future in
the exhibition industry, stated Edwards' Chief Executive Officer
W. James Edwards III.
Edwards' President Stephen Coffey said that Edwards' bank group
supports the recapitalization transaction. He said that the
recapitalization, combined with other restructuring initiatives
Edwards Theatres has completed since its voluntary Chapter 11
filing in August 2000, will allow the Company to emerge from
Chapter 11 with a significantly de-leveraged balance sheet,
sufficient cash to fund theatre operations going forward and
access to capital to fund new growth initiatives.
The firms of Stutman, Treister & Glatt; Bryan Cave; and
PriceWaterhouseCoopers are advising Edwards Theaters in its
restructuring activities.
Edwards Theatres Circuit, Inc. and certain of its affiliates
filed voluntary petitions for reorganization under Chapter 11 of
the Bankruptcy Code in the U.S. Bankruptcy Court in Santa Ana,
California on August 23, 2000. Headquartered in Newport Beach,
Calif., the Company operates 59 theatres in Southern California,
Idaho and the Houston, Texas area, including Edwards IMAX
Theatres and Edwards Cinematique.
FINOVA: Treatment Of Administrative & Tax Claims Under the Plan
---------------------------------------------------------------
As previously reported, The FINOVA Group Inc. (NYSE: FNV)
and eight of its subsidiaries, including FINOVA Capital
Corporation, filed their proposed Joint Plan of
Reorganization with the United States Bankruptcy Court
for the District of Delaware. The Plan contemplates
implementation of a comprehensive restructuring
transaction with Berkadia LLC, a joint venture of
Berkshire Hathaway Inc. and Leucadia National
Corporation, that was first announced on February 27,
2001.
The Plan provides for full payment of:
(A) Administrative Claims
* Payment
Each holder of an Allowed Administrative Claim (other than a
claim for Professional Compensation and Expense Reimbursement,
against any Debtor shall receive, at the sole option of the
relevant Debtor,
(a) payment on the Distribution Date of Cash in an amount
equal to the unpaid portion of such Allowed Administrative Claim
or
(b) such other treatment as to which the relevant Debtor
and such Claim holder shall have agreed upon in writing;
provided, however, that Allowed Administrative Claims against a
Debtor representing liabilities incurred in the ordinary course
of business during the Chapter 11 Cases or liabilities arising
under loans or advances to or other obligations incurred by the
Debtors that were authorized and approved by the Bankruptcy
Court shall be paid and performed by the appropriate Reorganized
Debtor in the ordinary course of business in accordance with the
terms and conditions of any related agreements.
* Bar Date for Administrative Claims
Each holder of an Administrative Claim (other than a claim for
Professional Compensation and Expense Reimbursement) against a
Debtor shall file a request for allowance and payment of such
claim with the Bankruptcy Court and serve such request upon
counsel for the Debtors and each Official Committee no later
than thirty days after the Effective Date (the Administrative
Bar Date).
Unless the Debtors object to an Administrative Claim within
thirty days after the Administrative Bar Date, such
Administrative Claim shall be deemed to be Allowed in the amount
requested.
In the event that the Debtors object to an Administrative Claim,
the Bankruptcy Court shall determine the allowed amount of such
Administrative Claim.
No request for payment of an Administrative Claim need be filed
with respect to an Administrative Claim which is paid or payable
by a Debtor in the ordinary course of its business or for fees
due to tine United States Trustee under chapter 123 of title 28
of the United States Code, 28 U.S.C. Sections 1911-1930.
Professional Compensation and Expense Reimbursement Claims
Any Person seeking an award by the Bankruptcy Court of an
Allowed Administrative Claim on account of Professional Fees or
services rendered or reimbursement of expenses incurred through
and including the Effective Date under sections 327, 328, 330,
331, 503(b) and 1103 of the Bankruptcy Code, shall file a final
application for allowance of compensation for services rendered
and reimbursement of expenses incurred through the Confirmation
Date no later than the Administrative Bas Date (except to the
extent that such Person is an Ordinary Course Professional, in
which case the procedures set forth in the Ordinary Course
Professional Order shall be followed).
Objections to final applications for payment of Professional
Fees must be filed no later than 60 days after the Confirmation
Date.
To the extent that such an award is granted by the Bankruptcy
Court or allowed by the Ordinary Course Professional Order, the
requesting Person shall receive:
(a) payment on the Distribution Date of Cash in an amount
equal to the amount allowed by the Bankruptcy Court or Ordinary
Course Professional Order,
(b) payment on such other terms as may be mutually agreed
upon by the holder of the Allowed Administrative Claim and the
applicable Debtor, or
(c) payment in accordance with the terms of any applicable
administrative procedures order entered by the Bankruptcy Court.
All Professional Fees for services rendered in connection with
the Chapter 11 Cases and the Plan after the Confirmation Date
including, without limitation, those relating to the occurrence
of the Effective Date, the prosecution of causes of action
preserved hereunder and the resolution of Disputed Claims, shall
be paid by the applicable Debtor upon receipt of an invoice
therefor, or on such other terms as such Debtor may agree to,
without the requirement of further Bankruptcy Court
authorization or entry of a Final Order.
(B) Priority Tax Claims
Each holder of an Allowed Priority Tax Claim against a Debtor
shall receive, at the sole option of the relevant Debtor:
(a) payment on the Distribution Date of Cash in an amount
equal to the unpaid portion of such Allowed Priority Tax Claim;
(b) Cash payments over a period not exceeding six years
after the assessment ofthe tax on which such Claim is based,
totaling the principal amount of such Claim plus simple interest
accruing from the Effective Date, calculated at the effective
interest rate for 90-day securities obligations issued by the
United States Treasury on the Effective Date or, if no such
securities were issued on the Effective Date, on the date of
issuance immediately preceding the Effective Date;
(c) payment upon such other terms determined by the
Bankruptcy Court to provide the holder of such Claim with
deferred Cash payments having a value, as of the Effective Date,
equal to such Claim; or
(d) such other treatment agreed to by the applicable Debtor
and the holder of such Claim. (Finova Bankruptcy News, Issue No.
7; Bankruptcy Creditors' Service, Inc., 609/392-0900)
FRUIT OF THE LOOM: Rejecting Seven More Burdensome Contracts
------------------------------------------------------------
Fruit of the Loom, Ltd. moved the Court for an order, pursuant
to 11 U.S.C. Sec. 365(a), authorizing the rejection of certain
executory contracts where the Debtor has determined that the
burden of the contract outweigh the benefits:
Counterparty Debtor Entity Contract Type
------------ ------------- ------------
City of Osceola Fruit of the Loom Inc. Incineration
IOS Capital Union Underwear Equipment Lease
Pitney Bowes Greenville Manu. Equipment Lease
Pitney Bowes Union Underwear Equipment Lease
Pitney Bowes Fayette Cotton Mill Equipment Lease
Sigcorp Energy Greenville Manu. Gas Service
Yuasa General Battery Union Underwear Lift Batteries
(Fruit of the Loom Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., 609/392-0900)
HARNISCHFEGER: Agrees To Raise Fee Caps On Coal Experts
-------------------------------------------------------
The orders approving the retentions of coal experts (i) Energy
Ventures Analysis, Inc., the coal and macroeconomic expert
retained by the Equity Committee, and (ii) Mark T. Morey, the
coal and macroeconomic expert retained by Harnischfeger
Industries, Inc., limit the fees of EVA and Morey to no more
than $25,000 each.
Pursuant to a Stipulation among counsel to the Equity Committee,
counsel to the Debtors and counsel to the Official Committee of
Unsecured Creditors, the parties have agreed to increase the Fee
Caps to $55,000 in light of the scope of work required to be
performed by the Coal Experts.
Judge Walsh has given his stamp of approval to the stipulation.
(Harnischfeger Bankruptcy News, Issue No. 42; Bankruptcy
Creditors' Service, Inc., 609/392-0900)
HORIZON PHARMACIES: Taps CRP For Debt Restructuring
---------------------------------------------------
HORIZON Pharmacies, Inc., (Amex: HZP; Frankfurt: HPZ) has
engaged Corporate Revitalization Partners, LLC (CRP) to advise
the Company on restructuring its debt with McKesson HBOC, Inc.
(NYSE: MCK) and improving its revenue, earnings and cash flow.
CRP will assess the overall business of the Company, to identify
opportunities to improve performance, and then apply its
resources to make improvements.
CRP, headquartered in Dallas, Texas, is a turnaround management
firm specializing in hands-on support. CRP is currently engaged
in two other projects within the Dallas area, one of which is
steering a corporate bankruptcy and the other a restructuring of
a large communications distributorship. CRP typically assigns
both financial and operational experts to its assignments to
gain the fastest results possible. Principals at CRP have
specific experience in retail pharmacies and are part of the
team assigned to HORIZON.
Rob Carringer, of CRP, said, "HORIZON Pharmacies has a strong
value position within its market niche that, we believe, added
value can be achieved through focused tactics to satisfy
customers while cutting costs and reaching agreements with its
creditors."
Rick McCord, President and CEO of HORIZON, states, "We are
excited to have CRP on board and we are confident of the value
their proven expertise will bring to the Company. CRP will take
hands on role with the Company while working toward operational
improvements."
HORIZON Pharmacies, Inc. also announced the recent death of Doug
Stone, Chief Operating Officer. McCord stated, "We truly regret
the loss of Doug. He was an integral part of HORIZON's
management team and he will be greatly missed not only as our
COO, but also as our friend. We appreciate his dedication, hard
work, and the contributions he made to the overall performance
of the Company."
Currently, HORIZON is a "brick and click" pharmacy Company with
over one million customers and owns and operates one Internet
pharmacy at http://www.horizonscripts.com,two mail order
pharmacies, 45 retail pharmacies in 16 states, 16 home medical
equipment operations, five closed-door institutional pharmacies,
seven intravenous (IV) operations, and one home healthcare
agency. HORIZON's focus is to become an innovative leader in
the healthcare industry by providing value-added services to the
customers. HORIZON's business strategy is to focus primarily on
total customer service and convenience. HORIZON's revenue
growth comes from existing brick and mortar stores, acquisitions
of new stores, Internet strategy, kiosk development and joint
ventures. HORIZON's primary growth will occur with acquisitions
of new stores with conversions to the new concept store model,
thereby, improving operating efficiencies.
I.C. ISAACS: Receives Delisting Notice from Nasdaq
--------------------------------------------------
I.C. Isaacs & Company, Inc. (Nasdaq: ISAC) received a Nasdaq
Staff Determination on May 2, 2001 indicating that the Company
fails to comply with the minimum market value of public float
and the $1.00 minimum bid price requirements set forth in
Marketplace Rules 4450 (a) (2) and 4450 (a) (5) and that its
securities are subject to delisting from the Nasdaq National
Market. I.C. Isaacs has requested an oral hearing before a
Nasdaq Listing Qualifications Panel to review the Staff
Determination. There can be no assurance that the panel will
grant the Company's request for continued listing.
The hearing is expected to be held within the next 45 days.
Until the Panel reaches its decision, I.C. Isaacs' stock will
remain listed and will continue to trade on the Nasdaq National
Market.
I.C. Isaacs & Company, Inc. is a designer and marketer of
branded sportswear based in New York City and Baltimore. The
Company offers full lines of sportswear for men and women under
the Marithe & Francois Girbaud(R) brand in the United States,
Puerto Rico and Canada; for men and boys under the Beverly Hills
Polo Club(R) brand in the United States, Puerto Rico and Europe;
and for men under the Urban Expedition(R) (UBX) brand in the
United States and Europe.
IMPERIAL SUGAR: Period To Remove Lawsuits Extended To August 20
---------------------------------------------------------------
Imperial Sugar Company asked Judge Robinson to extend the time
during which they may remove litigative actions and related
proceedings by an additional 120 days, or to and including
August 20, 2001. The Debtors advise they believe that they are
parties to multiple actions currently pending in the courts of
various states and federal districts, but have not had a full
opportunity to investigate their involvement in these actions.
Additionally, no deadline for filing proofs of claim has yet
been set in these cases. Accordingly the Debtors deem it prudent
to seek an extension to protect their right to remove
prepetition actions which are discovered through the Debtors'
investigation and claims review process.
The Debtors asserted that an extension is in the best interests
of the estate and its creditors. The extension sought will
permit the Debtors an additional opportunity to make fully
informed decisions concerning removal of each prepetition action
and thereby ensure that they do not forfeit valuable rights.
Further, no party will be prejudiced by an extension because any
party to an action for which removal is sought may seek a remand
to the original court.
Persuaded by these arguments, Judge Robinson granted the
requested extension to and including August 20, 2001. (Imperial
Sugar Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)
IMPERIAL SUGAR: Disclosure Statement Hearing Moved To June 5
------------------------------------------------------------
Imperial Sugar Co.'s disclosure statement hearing has once again
been pushed back - this time until June 5 to give the company
time to update its financial projections. The U.S. Bankruptcy
Court in Wilmington, Del., was scheduled to consider the
adequacy of the disclosure statement related to the company's
chapter 11 reorganization plan at a hearing last Wednesday. The
company, however, asked the court to adjourn the hearing so that
it will have time to refine and update its financial
projections, according to Imperial Sugar's counsel. (ABI World,
May 9, 2001)
INTASYS CORPORATION: Publishes First Quarter 2001 Results
---------------------------------------------------------
Intasys Corporation (NASDAQ:INTA)reported its financial results
for the first quarter ended March 31, 2001.
Unless otherwise stated, all figures are in US dollars.
Sales for the first quarter ending March 31, 2001 increased to
$3,325,181 compared with $2,926,068 for the same period last
year. The Company's technology investment sector contributed
total sales of $1,460,208 compared with $1,850,242 for the same
period last year. Sales from the billing segment, recently
renamed Intasys Billing Technologies, increased to $1,864,973
compared with $1,075,826 for the same period last year, an
increase of 73%.
Intasys reported a loss before amortization of goodwill of
$1,174,299 for first quarter 2001 ($0.04 per share) compared
with $2,464,646 ($0.09 per share) for the same period last year.
This loss includes two items totalling $762,713, which is
comprised of an unrealized loss on marketable securities of
$405,704, representing the required adjustment to bring down the
value to the lower of cost and market value, as well as a share
of loss of $357,009 for companies subject to significant
influence. Neither of these two items existed for the same
period last year. Aggressive cost cutting throughout the Company
and its operating subsidiaries generated positive results. Total
operating expenses for the first quarter 2001 were at $3,889,974
compared with $5,994,526 for the same period last year,
representing a 35% overall reduction.
The net loss for first quarter 2001 was $3,056,163 ($0.11 per
share) compared with a $4,346,509 ($0.17 per share) net loss in
first quarter 2000. The amortization of goodwill is entirely
related to the Company's acquisition of Mamma.com. The goodwill
will be totally amortized by the end of 2001.
As at March 31, 2001, the Company had cash and cash equivalents
of $3,721,294 and marketable securities of $1,178,571, no long-
term debt and shareholders equity of approximately $13.5 million
($0.50 per share).
Steve Saviuk, Chairman and CEO of Intasys commented: "We are
beginning to see progress despite the uncertain economic outlook
and market volatility. Overall revenues are increasing and we
continue to see the improvements in our bottom line partly as a
result of our aggressive cost cutting measures."
The Company also announced that ESP Media Inc. ceased its
operations and made a voluntary assignment of its assets into
bankruptcy. ESP Media no longer had the funds to pursue its
business plan despite having established over 8,000 subscribers.
ESP Media's success depended in large part on advertising
revenues from major clients, which it failed to obtain. In
August 2000, the Company had entered into a subscription
agreement for a maximum of $4,000,000 (Canadian funds). The
Company subscribed to a total of $2,200,000 (Canadian funds). As
at December 31, 2000, the date of the Company's audited
financial statements, through equity accounting and a write
down, the carrying value in ESP Media was already reflected and
reduced to zero and has no economic impact on the Company's
present and future financial results.
On April 19th, 2001, the Company requested an oral hearing
before the Nasdaq Listing Qualifications Panel ("Panel"). This
hearing is scheduled for June 7th, 2001. At this time, the
Company remains in compliance with all of the Nasdaq's continued
listing requirements except for the minimum bid price
requirement.
The Company hopes to demonstrate to the Panel, its ability to
maintain long-term compliance with the continued listing
requirements and provide a definitive plan to satisfy the
minimum bid price requirement that is within its control and
achievable within a reasonable period of time. There can be no
assurance that the Panel will decide to allow the Company to
remain listed or that the Company's actions will prevent the
delisting of its common stock. The Company will not be notified
until the Panel makes a formal decision. Until then, the
Company's shares will continue to trade on the Nasdaq SmallCap
Market. In the event the Company's shares are delisted from the
Nasdaq SmallCap Market, it will attempt to have its shares
traded on the NASD OTC Bulletin Board.
About Intasys Corporation
The Company, via Intasys Billing Technologies, is a global
provider of wireless, Internet-compatible billing and customer
information systems. Intasys Corporation also provides strategic
investment capital and management assistance to companies in the
new media and telecommunications sectors. Intasys has also
acquired positions in such dynamic companies as Mamma.com Inc.,
TECE, Inc., interWAVE Communications International, Ltd., LTRIM
Technologies Inc., uPath.com Inc. and Tri-Link Technologies Inc.
KATY INDUSTRIES: Posts $8.4 Million Net Loss For Q1 2001
--------------------------------------------------------
Katy Industries, Inc. (NYSE: KT) reported a net loss for the
first quarter of 2001 of ($8,372,000) or ($1.00) per diluted
share, compared to net income of $645,000, or $.08 per diluted
share, in the first quarter of 2000. First quarter results of
2001 include unusual charges totaling ($6,188,000) after-tax, or
($.74) per share.
Katy also announced that it completed the sale of its Thorsen
Tools business on May 3, 2001. Accordingly, Thorsen's results
are reported as operations to be disposed of in the accompanying
summary of operations. Impairments of $1,050,000 to the carrying
values of certain Thorsen assets are reported in the line
"Equity in loss of operations to be disposed of" for the first
quarter of 2001, in anticipation of the expected loss on the
sale of this business to be recorded in the second quarter of
2001.
On March 30, 2001, Katy announced that it had entered into a
definitive agreement with KKTY Holding Company, L.L.C. for a
recapitalization of Katy. Under that agreement, KKTY Holding
commenced a tender offer for up to 2,500,000 shares of Katy
common stock at $8.00 per share, and agreed to purchase 400,000
shares of newly issued convertible preferred stock for $100 per
share, or $40,000,000.
Katy announced that KKTY Holding Company, L.L.C. has advised
Katy that it is re-evaluating its tender offer and proposed
purchase of preferred stock in light of Katy's operating results
for the first quarter and Katy's interim operating results for
April 2001 (which indicated a continued shortfall from
previously projected earnings before interest, taxes,
depreciation and amortization). KKTY Holding advised Katy that
based on these developments, it believes one or more of the
conditions to the tender offer may not be satisfied at the
expiration date of the offer. Consequently, KKTY Holding is
considering alternative courses of action to be negotiated with
Katy, including among other things, an increase of its proposed
preferred stock investment in Katy, a decrease in the preferred
stock conversion price and a decrease in the number of shares
and price per share to be purchased pursuant to the tender
offer.
Katy Industries, Inc. is a diversified corporation with
interests primarily in Electrical/Electronics and Maintenance
Products.
LOEWEN: Canadian Shareholders Object To Disclosure Statement
------------------------------------------------------------
The Canadian Preferred Shareholders (Deutsche Bank Canada,
Sunrise LLC, and Amaranth Fund LLP) challenged the adequacy of
the Disclosure Statement on the bases that:
-- No other terms of the Nafta Arbitration Agreement, the
circumstances of its negotiation, or the reasons that TLGI
entered into it are disclosed, and a copy of the letter
agreement is not attached to the Plan or Disclosure Statement.
-- The Disclosure Statement utterly fails to discuss the
value of the Canadian assets being taken from the Debtor TLGI
and used to pay creditors of TLGI's current U.S. subsidiaries
with respect to both the value of the Nafta Claims, as well as
the value of the other Canadian assets that are transferred to
LGII under the Plan.
-- The Disclosure Statement fails adequately to discuss the
potential value of the Nafta Claims.
-- The Disclosure Statement says that it is not possible to
estimate that value at this time but the objectors believe it is
possible to discuss and disclose the potential value of the
Nafta Claims.
-- The Disclosure Statement is utterly silent about TLGL
seeking a recovery in excess of $725,000,000 - a material and
critical fact, thus there is the potential that the Plan
provides for the transfer of over $725,000,000 in Canadian
assets to pay U.S. creditors of LGII that are not creditors of
TLGI in Canada.
-- There is no discussion whatsoever in the Disclosure
Statement regarding the value of the other Canadian assets,
besides the Nafta Claims, that are being transferred to pay
creditors of LGII that are not creditors of TLGI in Canada.
-- The Disclosure Statement is further completely silent
regarding the details, circumstances, and justification for
TLGI's agreement to split the recoveries from the Nafta Claims
with its principal common shareholder Raymond Loewen, and as
mentioned earlier, a copy of the letter agreement doing so is
not even attached to the Disclosure Statement.
-- The Canadian Preferred Shareholders are informed that no
judgment was entered against Raymond Loewen personally, so the
objectors wonder: "Why is Raymond Loewen entitled to any of the
recoveries from this claim before the creditors of TLGI are
fully paid and before the Preferred Canadian Shareholders are
paid, who under applicable Canadian law are entitled to be paid
before the common shareholders?" The objectors point out that
the issue is not once raised whether the Nafta Arbitration
Agreement with Raymond Loewen is a voidable fraudulent
conveyance that transferred valuable assets of TLGI to its
controlling common shareholder and chief executive officer at a
time when it was insolvent. The objectors noted that the
agreement is dated three days before TLGI and the other Debtors
commenced these bankruptcy cases. The objectors also wonder "why
the Debtor TLGI has elected to take no action to seek to set it
aside, what analysis has been done by the Debtor's counsel in
this case regarding such a claim, and if none, why not." (Loewen
Bankruptcy News, Issue No. 37; Bankruptcy Creditors' Service,
Inc., 609/392-0900)
MARINER: Bar Date For Intercompany Claims Extended To June 4
------------------------------------------------------------
The Mariner Post-Acute Network, Inc. Debtors, the MHG Debtors,
the MHG Committee, the MPAN Committee, the MHG Secured Lenders
and the MPAN Secured Lenders sought and obtained the Court's
approval of the agreement and stipulation among them that the
Bar Date be further extended to June 4, 2001 with respect to the
filing of proofs of claims:
(1) by any of the MHG Debtors against any of the MPAN
Debtors (the MHG Debtors' Inter-Debtor Claims);
(2) by any of the MPAN Debtors against any of the MHG
Debtors (the MPAN Debtors' Inter-Debtor Claims); or
(3) by Controlled Non-Debtor Affiliates (the Controlled
Non-Debtor Affiliates' Claims).
The Stipulation provided that upon 30 days' written notice, any
party to the stipulation may shorten the stipulated Bar Date to
a business day no earlier than May 4, 2001. By agreement of all
parties to the stipulation, the bar date can be extended
further. (Mariner Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 609/392-0900)
MASSACHUSETTS HEAVY: Bankrupt Shipyard Files Reimbursement Plan
---------------------------------------------------------------
Massachusetts Heavy Industries, owner of Fore River shipyard,
said it would file a plan Wednesday, May 9, 2001, in the U.S.
Bankruptcy Court in Boston under which the shipyard would repay
its major creditors over 20 or 25 years with interest and fees
added to their current bills, according to The Boston Globe.
Smaller creditors could receive 20 cents on the dollar
immediately and the balance later. The plan must receive
approval from creditors and is dependent on the shipyard raising
$55 million in equity from an investment group it has identified
as Boston Financial Advisors LLC. According to the court filing,
Boston Financial seeks to sell $55 million of secured bonds in
July to finance the reorganization. The shipyard filed for
bankruptcy protection in March 2000. Since that time it has
sought to retain control of the property and revive its
shipbuilding plan. (ABI World, May 9, 2001)
METROGAS: Fitch Rates $130 Million Debt Issuance At BB-
-------------------------------------------------------
Fitch has assigned a foreign currency rating of `BB-', Rating
Watch Negative to the $130 million notes issued by MetroGAS
under its $600 million medium-term note program.
The series C notes will accrue at an initial interest rate of
LIBOR plus 262.5 bps, increasing by 1/8% every six months,
maturing May 15, 2004. Proceeds will be used to refinance the
$100 million bond issued in May 1996 and short-term bank debt.
Fitch maintains an international senior unsecured foreign
currency rating of MetroGAS at `BB-' Rating Watch Negative and
an international senior unsecured local currency rating of BBB-
Rating Watch Negative. The ratings of MetroGAS were adjusted
recently to reflect changes in the Argentine environment and the
refinancing, economic and political risks facing the company.
While MetroGAS has performed well during the past two years,
debt refinancing risks, as well as potential regulatory
interference, are more appropriately reflected in the current
ratings. The ratings of MetroGAS, as well as those of many other
market participants, remain on Rating Watch Negative.
MetroGAS' local currency rating is supported by its low-risk
business profile, solid capital structure with low financial
leverage and management's ongoing efforts to contain costs.
MetroGAS benefits from predictable earnings and cash flow
stream, which derive from its remaining 28-year exclusive
license to distribute gas within its defined territory. The
company serves approximately 1.9 million customers, 95% of which
are residential and account for almost 50% of total revenues,
providing additional stability to MetroGAS cash flow given the
low elasticity of their demand during economic slowdowns. The
remaining 50% of the company's revenues derive from industrial
clients, comprised mainly by natural gas-fired power plants. The
rating also reflects the company's reliable long-term gas supply
contracts and its ability to satisfy peak day requirements.
From a regulatory standpoint, the recently heightened political
risk increases the risk that regulated utilities, including
MetroGAS, could potentially receive lower-than-expected tariff
adjustments as regulators may be pressured to hold down prices
during the next reset period. Interference in expected tariff
adjustments could result in possible deterioration in free cash
flow and, ultimately, financial liquidity and credit quality of
these companies.
MetroGAS' financial performance and credit measures improved
during 2000, primarily as a result of increased sales to
residential customers and increased gas deliveries to power
plants. This, combined with sustained cost reductions and a more
efficient utilization of firm gas transportation capacity,
helped increase the EBITDA margin and the EBITDA interest
coverage to 21% and 4 times (x), respectively, as of December
2000. MetroGAS' capitalization remained stable at 36%. Credit
protection measures are expected to moderately improve over the
coming years based on the beginning of operation of the Buchanan
pipeline combined with sustained reduction in costs. EBITDA-to-
interest is expected to reach approximately 5x by 2003.
MetroGAS S.A. is the largest of eight Argentine natural gas
distribution companies formed from the 1992 privatization of Gas
del Estado. The company has an exclusive license to serve the
Federal Capital district, as well as 11 municipalities located
in the southern and eastern sections of greater metropolitan
Buenos Aires. MetroGAS is 70%-owned by Gas Argentino S.A. (GASA)
and 10%-owned by employees, with the remaining 20% traded on the
Buenos Aires and New York stock exchanges. GASA is a consortium
comprised of British Gas PLC (54.7%) and Repsol-YPF (45.3%).
British Gas also serves as technical operator of MetroGAS.
NEXTWAVE: Appellate Court to Rule on Wireless Licenses Case Soon
----------------------------------------------------------------
The U.S. Appeals Court in the District of Columbia will issue a
verdict within the next few weeks regarding bankrupt NextWave's
appeal of a Federal Communications Commission (FCC) decision to
take back the wireless licenses that NextWave was awarded but
didn't pay for, according to Dow Jones and CNBC. The FCC has
already reauctioned the licenses, most of which were held by
NextWave, Verizon, AT&T and Cingular. If NextWave wins the
appeal, it is committed to paying only $4.7 billion for the
licenses that are now worth about $17 billion. Mike Wack,
NextWave's deputy general counsel, said the company would file a
new reorganization plan that would allow it to re-emerge with
its licenses and begin building a wireless network. (ABI World,
May 9, 2001)
OTR EXPRESS: Plans to Cease Operations Following Losses
-------------------------------------------------------
OTR Express, Inc. (Amex: OTR), a nationwide transportation
company, said it will cease operations within 60 days because of
adverse business conditions, including a difficult freight
market, high fuel costs, high insurance costs and declining used
truck and trailer values.
These factors would preclude the Company from achieving
operational profitability in the foreseeable future.
Additionally, the Company lacks adequate capital to execute its
business plan. OTR Express will continue pickup and delivery of
loads for customers until further notice and plans to shut down
operations and liquidate in an orderly manner.
According to William P. Ward, Chairman, President and CEO:
"Reluctantly, our Board of Directors decided today that we must
take this very difficult action. Our immediate goal is to meet
our commitments to customers and conclude our business in a way
that treats everyone as fairly and ethically as possible. We
deeply appreciate the willingness of our customers, employees,
lenders and vendors to work with OTR Express during this
difficult time."
Mr. Ward added: "In recent months, we have explored many
different alternatives to help OTR Express recover, but we
continue to face weakening freight demand, high fuel prices,
higher insurance costs and deterioration in asset values because
of the depressed truck and trailer market. In spite of some
positive impact from restructured loan payments and our recent
fleet and staff downsizing, we can no longer foresee a
successful outcome in this environment. We have lost money the
past seven quarters. The Company has not been able to return to
compliance with certain covenants on our working capital line of
credit, and we have not been able to comply with our current
agreement with equipment lenders. The Board, after management
consultation with secured lenders, felt the best decision at
this time was to wind the operations down and apply the
Company's remaining resources to cover existing liabilities."
Mr. Ward noted that OTR's line of credit lender has a security
interest in the Company's accounts receivable, and that OTR's
equipment lenders are secured by the revenue equipment (trucks
and trailers) purchased, but that the value of such equipment
did not fully collateralize the equipment lenders, especially
due to the unprecedented decrease in value of used truck
equipment. The Company anticipates that it may lack sufficient
funds to fully pay unsecured creditors, and that stockholders
should not expect any distributions in the liquidation.
The Company expects to complete its shutdown of truckload
operations in the next several weeks and wind up its business
within 60 days. The Company will communicate details directly
with its employees, stockholders, customers and vendors as
necessary. The Company still plans to hold its previously
scheduled annual meeting of stockholders on May 14, 2001.
OTR Express, Inc. is a nationwide dry van truckload carrier and
logistics company serving customers throughout the 48 states.
The common stock is traded on the American Stock Exchange under
the symbol OTR. For further information, please contact Steve
Ruben, chief financial officer, OTR Express, at 913/829-1616,
extension 3102, or visit www.otrx.com.
PACIFIC GAS: Wants To Hire E&Y Capital As Financial Advisor
-----------------------------------------------------------
Pacific Gas and Electric Company asked the Court for permission
to employ E&Y Capital Advisors LLC as its financial and
restructuring advisors in this Chapter 11 case. Managing
Director Martin Nachimson leads the engagement from E&Y's
offices in San Francisco under the terms of an Engagement Letter
dated April 6, 2001. The Debtor requested approval of their
application nunc pro tunc to the Petition Date. Specifically,
the Debtor will look to E&Y to:
(a) advise PG&E management in its determination of
available operational, strategic, capital restructuring and
financial alternatives;
(b) advise PG&E management in the development and
implementation of comprehensive financial forecasts and short-
tern liquidity projections (and, the Debtor agrees, PG&E
management will responsibility for all underlying assumptions);
(c) advise PG&E management in preparing certain financial
information, presenting information to and meeting with parties-
in-interest and advisors and coordination of related
communications and information requests;
(d) advise PG&E management in preparing day to day
communication and preparation with all parties-in-interest and
its respective financial advisors;
(e) advise PG&E management with arranging for Debtor-in-
Possession financing;
(f) advise PG&E management on specific actions of the
finance task force team;
(g) assist with data gathering in response to interested
party requests and information needed for bankruptcy planning,
including financial systems revisions;
(h) assist PG&E management and counsel with pleadings to
the Bankruptcy Court as well as provide expert testimony, if
required, and other assistance with respect to any matter as to
which you are rendering services hereunder and agreed to by the
parties; and
(i) such other financial advisory services as may be
requested from time to tune by PG&E and agreed to by EYCA.
EYCA will charge for its professional services rendered to the
Debtor at its customary hourly rates:
Managing Directors and Principals $550 to $650
Directors $475 to $545
Vice Presidents $375 to $440
Associates $320 to $340
Analysts $275
Client Service Associates $140
The Engagement letter provides that all controversies arising
from the Engagement Letter must be brought in the Bankruptcy
Court, or the District Court for the California Northern
District Court, should the reference be withdrawn. Should the
Bankrutpcy Court or the District Court not retain jurisdiction,
such controversy shall be subject to non-binding mediation and
then binding arbitration.
Prior to the Petition Date, on or about February 20, 2001,the
Debtor paid $300,000 to EYCA as a retainer for services rendered
or to be rendered by EYCA and for reimbursement of EYCA's
expenses. As of the Petition Date, $167,578 of the Retainer
remained unapplied. Within the four months prior to the Petition
Date, PG&E paid EYCA $1,018,547 on account of fees and expenses.
Mr. Nachimson affirmed that, other than in connection with this
case, EYCA, its affiliates, members and associates have no
connection with the Debtor, its creditors, the Office of the
United States Trustee, any bankruptcy judge of this Court, or
any other party with an actual or potential interest in this
Chapter 11 case or its respective attorneys or accountants. Mr.
Nachimson made it clear that Ernst & Young represents many
creditors and other parties in PG&E's bankruptcy proceedings,
but stresses that none of those engagements relate directly to
PG&E. Out of an abundance of caution, Mr. Nachimson disclosed
that (a) Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
counsel for the Debtor, Arthur Andersen LLP, business
consultants for the Debtor's parent company, PG&E Corporation,
and Deloitte & Touche LLP, independent auditors and tax and
accounting advisors for the Debtor, have provided services to
E&Y in the past and continue to provide services to E&Y. E&Y
likewise has provided, and continues to provide, services to
these professionals and (b) Bank of America/Nations Bank, N.A.,
Citigroup (Citibank, N.A.), Bank One, Chase Manhattan Bank, Bank
of America and Fleet Bank, each a secured lender of the Debtor,
participate in E&Y's revolving credit program.
* * *
Stephen L. Johnson, Esq., representing the United States Trustee
said that his office needs more information from E&Y about
Firm's relationship with its lenders. Mr. Johnson asked Judge
Montali to consider what would happen if E&Y wanted to alter the
terms of its own financing arrangements with the Lenders. Would
what's happening in the Debtor's case affect those negotiations?
Would E&Y sell out PG&E and its creditors to obtain more
favorable financing terms?
A debtor's professionals, the U.S. Trustee argued, must possess
the "jaundiced eye and scowling mien" of independence, quoting
from Interwest Business Equipment, Inc. v. U.S. Trustee, 23 F.3d
311, 316 (10th Cir. 1994). E&Y, the U.S. Trustee submitted,
doesn't meet this standard and the Application should be denied.
Additionally, Mr. Johnson related, E&Y has delivered to the U.S.
Trustee a literal book outlining potential conflicts arising
from the Firm's connections with the thousands of parties-in-
interest in PG&E's case. While E&Y has disclosed volumes of
material, the U.S. Trustee can't make sense of it. If the
Debtors are going to press forward to employ E&Y, Mr. Johnson
asked Judge Montali to direct E&Y to make adequate disclosure in
a useful form. At bottom, the U.S. Trustee wanted to know
whether any particular entity has the ability to materially
influence what E&Y does or does not do in PG&E's case. (Pacific
Gas Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)
PACIFIC GAS: Opposes Appointment of Ratepayers' Committee
---------------------------------------------------------
Pacific Gas and Electric Company filed a motion with the U.S.
Bankruptcy Court asking the court to vacate the United States
Trustee's (UST) appointment of the Ratepayers' Committee. The
filing indicates that the creation of a Ratepayers' Committee
exceeded the authority of the UST because it was inconsistent
with express provisions of the federal Bankruptcy Code.
Pacific Gas and Electric Company appreciates that its Chapter 11
filing and Plan of Reorganization may create concerns for the
company's customers. Under the Bankruptcy Code, there are
legitimate ways by which the ratepayers can be represented and
heard in the process, for example, through the California
Attorney General's Office. In addition, the bankruptcy code
provides flexibility and discretion to the court to allow
parties to intervene in the case when they have standing to do
so.
The utility does not object to ratepayers having a voice in the
process, when issues arise where the court determines they have
standing, but does object to procedures that are outside of the
existing Bankruptcy Code.
In its filing, Pacific Gas and Electric Company says the
organizations and individuals appointed to the Ratepayers'
Committee -- and the ratepayers whose interests they supposedly
represent -- are neither creditors nor equity security holders
and therefore not eligible for appointment to a committee by the
UST under Section 1102(a)(1). Thus, the UST's appointment of the
Ratepayers' Committee was not authorized by the Bankruptcy Code
and constitutes an abuse of discretion by the UST.
PATHMARK STORES: Shareholders To Meet in New Jersey On June 14
--------------------------------------------------------------
The Annual Meeting of Stockholders of PATHMARK STORES, INC. will
be held at the corporate headquarters, 200 Milik Street,
Carteret, New Jersey 07008, on Thursday, June 14, 2001, at 3:00
p.m., local Eastern Time, for the following purposes:
(1) To elect seven directors; and
(2) To consider and vote upon the 2001 Executive Incentive
Plan for Executive Officers of Pathmark Stores, Inc.;
and
(3) To transact such other business as properly may be
brought before the meeting or any adjournment thereof.
Only stockholders of record at the close of business on April
18, 2001 are entitled to notice of and to vote at the annual
meeting.
PILLOWTEX CORP.: Enters Into Reimbursement Pact With Core Point
---------------------------------------------------------------
William H. Sudell, Jr., Eric D. Schwartz, Michael G. Wilson, at
Morris, Nichols, Arsht & Tunnell, in Delaware, explained to
Judge Robinson that, after preliminary negotiations with
prospective purchasers of Beacon Manufacturing Co.'s blanket
division assets, Core Point Capital LP, appears to be the only
interested buyer. Core Point however, has intimated that it will
not proceed with the due diligence phase and negotiation of
definitive documents without expense reimbursement.
By motion, Pillowtex Corporation requested the Court to
authorize them to enter into an expense reimbursement agreement
with Core Point. Similar to due diligence provisions typically
found in asset purchase agreements, the proposed reimbursement
agreement would require the Debtor Beacon, upon occurrence of
certain conditions to reimburse Core Point for its reasonable
out-of-pocket expenses incurred in connection with the
evaluation of the Debtor's blanket division assets. The material
provisions of the proposed agreement are as follows:
(a) Total amount payable by the Debtor under the
reimbursement agreement shall not exceed $100,000;
(b) The Debtor shall have no obligation to make any payment
under the agreement unless, (i) it enters into a binding
definitive agreement to sell its blanket division assets to a
party other than Core Point, or (ii) written materials
containing an affirmative untrue statement of a material fact
regarding the blanket division assets, except for information
provided to, and used by Core Point in its evaluation prior to
the reimbursement agreement's date by members of the Debtor's
management participating with Core Point in the proposed
acquisition. Core Point must provide the Debtor with written
notice specifying the untrue statement, and stating that Core
Point is discontinuing the evaluation;
(c) Automatic termination of the reimbursement agreement
will be on the earlier of (i) the date on which a definitive
purchase agreement for the blanket division assets is executed
and delivered by the Debtor and Core Point, or (ii) April 13,
2001 or a later date that the Debtors and Core Point agree in
writing; and
(d) The Debtor Pillowtex will guarantee Debtor Beacon's
performance of its obligations under the agreement.
Mr. Sudell told the Court that the deal is almost in the bag,
Core Point has made a bona fide purchase offer for the assets,
but the catch is, Core Point demands, and will not proceed with
the negotiation and execution of definitive documents, without
expense reimbursements. The Debtors believe that a reimbursement
agreement is reasonable, considering that the expenses to be
reimbursed are limited to $100,000 and the reimbursement
obligation is triggered only if the they enter into a binding,
definitive sale agreement with a third party or Core Point
discovers a material misrepresentation. In addition, the Debtors
have discussed the relief requested with counsels for the
Secured Lenders and the Creditors' Committee, and neither the
Committee nor the lenders oppose the relief.
Considering the Debtors' request, Judge Robinson approved it in
all respects. The Debtors are authorized to pay any amounts that
become due to Core Point in accordance with the expense
reimbursement agreement without further Court approval.
(Pillowtex Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)
PRANDIUM INC.: Reports First Quarter Results
--------------------------------------------
Prandium, Inc. (OTC Bulletin Board: PDIM) announced the results
for its first quarter ended April 1, 2001. Prandium's total
sales in the first quarter 2001 were $76.0 million, compared to
$133.1 million in the first quarter of 2000. First quarter
sales for 2001 were slightly ahead of fourth quarter 2000 sales
of $75.6 million, but lower than first quarter 2000 due, in
large part, to both Prandium's sale of the 95 unit El Torito
Restaurant Division in June 2000 and 14 fewer operating
restaurants in Prandium's other divisions. In the first
quarter of 2001, Prandium lost 7 cents per share, or $12.4
million, compared to a loss of 4 cents per share, or $6.7
million, for the same quarter in 2000.
As previously announced, Prandium and its subsidiary FRI-MRD
Corporation elected not to pay recent semi-annual interest
payments due on outstanding long-term debt, resulting in the
occurrence of "Events of Default" under the applicable debt
instruments. The occurrence of the "Events of Default" entitled
the holders of the debt to certain rights, including the right
to accelerate the debt. The Company is continuing to negotiate
with certain creditors to determine an acceptable capital
restructuring of Prandium and its subsidiaries. While there can
be no assurances that the Company will be able to successfully
negotiate with its creditors or successfully resolve its capital
restructure, completion of this process continues to be one of
the Company's highest priorities in 2001.
Prandium(TM) operates a portfolio of full-service and fast-
casual restaurants including Koo Koo Roo(R), Hamburger
Hamlet(R), and Chi-Chi's(R) and is headquartered in Irvine,
California. To contact the company call (949) 757-7900, or the
toll free investor information line at (888) 288-PRAN, or link
to http://www.prandium.com. Address email to
invest@prandium.com.
PREMIER LASER: Tracey Technologies Agrees to Buy EyeSys Assets
--------------------------------------------------------------
Tracey Technologies, LLC, with the support of Marco Opthalmic,
Inc., Jacksonville, Florida, has signed a letter of agreement to
purchase the EyeSys product line from Premier Laser Systems,
Inc., Irvine, California, and its subsidiary EyeSys-Premier,
Inc. The EyeSys product line is preeminent in the field of
corneal topography (CT) with one of the largest installed bases
of CT customers worldwide.
With EyeSys' technology and corneal topography software, Tracey
Technologies will be in a unique position to advance its
proprietary ray tracing technology, stated Joe S. Wakil, MD,
Chairman and CEO of Tracey Technologies, LLC. Wakil added:
Better yet, by bringing much of the original management team
back together we are excited about the possibility to clearly
re-establish EyeSys with new innovative products and quality
service to its customers.
David Marco, President and CEO of Marco Opthalmic, the U.S. and
Canadian partner for the EyeSys handheld topographer, Vista,
also stated: Corneal topography is a valuable element in our
product line and we are pleased and committed to continue
providing the Vista product line to our customers.
Premier Laser Systems and EyeSys-Premier, have been actively
pursuing the sale of their various assets since filing for
protection under Chapter 11 of the Bankruptcy Code in March
2000. As such, the EyeSys asset sale will be subject to
completion of due-diligence, the signing of definitive
agreements, and approval by the Bankruptcy Court.
Robert Mosier, Premier's president, said that Premier's and
EyeSys' creditors would gain maximum value from the EyeSys asset
transaction, pursuant to which the purchaser will obtain
releases of significant claims against Premier and EyeSys-
Premier.
The financial intermediary in this transaction is The Magnum
Group, Inc. of Tiburon, California, which is acting as the
manager of financial transactions and asset sales for Premier
Laser.
Tracey Technologies, LLC of Bellaire, Texas, is a private
developer and marketer of a unique and proprietary laser-ray-
tracing technology used to measure the total visual function of
the human eye including refraction. Tracey's technology has both
diagnostic and laser therapeutic applications.
PURINA MILLS: Receives Acquisition Offer From Undisclosed Buyer
---------------------------------------------------------------
Purina Mills Inc. disclosed that it received an acquisition
proposal from an undisclosed third party, according to Reuters.
The proposal would be subject to board clearance by both Purina
Mills and the undisclosed party. The St. Louis-based company
advised shareholders that it is too early to determine whether
Purina Mills will accept the proposed offer. Purina Mills, the
largest producer and marketer of animal nutrition products in
the United States, filed for bankruptcy protection in October
1999 and in February 2000 announced its reorganization plans.
(ABI World, May 9, 2001)
SYSTEMONE TECH: Nasdaq Delists Shares, Now Trading On OTCBB
-----------------------------------------------------------
SystemOne Technologies Inc., formerly Mansur Industries Inc.,
announced that a determination has been made by the Nasdaq
Listing Qualification Panel to deny the Company's request for
continued inclusion on The Nasdaq SmallCap Market and
accordingly it delisted the Company's securities effective May
8, 2001.
The Company's securities are immediately eligible to trade on
the OTC Bulletin Board.
Founded in 1990, SystemOne Technologies designs, manufactures,
sells and supports a full range of self-contained, recycling
industrial parts washing products for use in the automotive,
aviation, marine and general industrial markets. The Company
has been awarded ten patents for its products, which incorporate
innovative, proprietary resource recovery and waste minimization
technologies. The Company is headquartered in Miami, Florida.
THERMOVIEW: Reports Improved Cash Flow & First Quarter Results
--------------------------------------------------------------
ThermoView Industries, Inc. (Amex: THV), a diversified home
improvement company, reported improved financial results for the
three months ending March 31, 2001, reflecting debt
restructuring and the effect of cost-cutting measures in the
organization.
The company reported first quarter 2001 earnings of $5.4 million
(65 cents per share), which included a one-time extraordinary
gain of $7.2 million (86 cents per share) from debt
restructuring.
Cash flow, as measured by EBITDA (earnings before interest,
taxes, depreciation and amortization), was $384,834 during
2001's first quarter. During the first quarter of 2000, the
figure was a negative $2.0 million.
Measures implemented to reduce corporate overhead and close
unprofitable operations were primary contributors to increased
cash flow. Gross profit improved slightly, while selling,
general and administrative (SG&A) expenses fell by $2.0 million,
or 16 percent, compared with the year-earlier quarter.
As a result, loss attributable to common stockholders before
extraordinary item in the first quarter of 2001 was $1.7
million, or 21 cents per share. That compares with a loss of
$3.5 million, or 44 cents per share, in 2000's first quarter.
"These results show we are making progress toward a return to
profitability," said CEO Charles L. Smith. "Slashing corporate
overhead and streamlining operations will continue to be a
priority. At the same time, we will continue to build the top
line by focusing on providing superior products and services to
the home improvement market."
Revenues for the first quarter of 2001 were $21.9 million,
compared with $21.5 million during the year-earlier quarter.
The first quarter of 2000 includes revenues from American Home
Developers, an unprofitable operation that was closed during FY
2000. Smith said the company's improved performance in first
quarter 2001 is significant because the first quarter, with cold
weather in most of the company's markets, is traditionally the
slowest of the year. ThermoView's strategic focus has expanded
from selling replacement windows and doors to cross selling
additional home improvements -- including vinyl siding, roofing,
cabinet refacings, kitchen and bathroom remodeling, patio decks
and enclosures.
The extraordinary gain of $7.2 million reflects the benefit of
restructuring an outstanding bank loan and another long-term
obligation. As reported March 29, the company also favorably
changed dividend payment requirements for two classes of
preferred stock.
"We have a clear focus on our future," said Smith. "We will
continue strengthening our operations in order to achieve our
strategic goal -- building ThermoView as one of the leading home
improvement companies in the country."
About ThermoView Industries, Inc.
ThermoView Industries, America's Home Improvement Company,
designs, manufactures, markets and installs home improvements in
the $200 billion-plus home improvement/renovation industry. The
Company is headquartered in Louisville, Kentucky, and its common
stock is listed on the American Stock Exchange under the ticker
symbol "THV."
TWIN HOTEL: Files For Chapter 11 Bankruptcy Protection
------------------------------------------------------
The owners of the Peery Hotel, located in Salt Lake City, filed
for chapter 11 bankruptcy last week, according to The Salt Lake
Tribune. Twin Hotel Development, which acquired the historic 73-
room property three years ago, filed for bankruptcy in part to
shield them from demands that they provide rooms to the Salt
Lake Organizing Committee (SLOC) for the 2002 Winter Games, and
to also offer some relief from pressure from a lawsuit filed by
SLOC last November. A separate lawsuit with the previous owners
over a note and a pending foreclosure by the mortgage holder
also contributed to the decision to seek bankruptcy protection,
said Twin Hotel attorney Joel Marker.
SLOC's lawsuit alleged that Twin Hotel was trying to back out of
a deal that had been struck with the previous owners of the
hotel - Peery Management - to provide 60 rooms at $164 per night
for the 17 nights of the Olympics. The deal was valued at about
$170,000. SLOC contended in its lawsuit that the Peery's new
owners did not believe they were obligated to honor the
contract. SLOC believes that Twin Hotel wanted to break the
agreement so it could rent rooms to Nike Corp. at higher prices.
(ABI World, May 9, 2001)
TWIN HOTEL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Twin Hotel Development
dba Peery hotel
110 West 300 South
Salt Lake City, UT 84101
Chapter 11 Petition Date: May 02, 2001
Court: District of Utah
Bankruptcy Case No: 01-26379
Judge: Glen E. Clark
Debtor's Counsel: William Thomas Thurman, Esq.
McKay Burton & Thurman
10 East South Temple Street
Suite 600
Salt Lake City, UT 84133
801-521-4135
and
David M. Neff, Esq.
Jenner & Block, LLC
One IBM Plaza, Ste 3800
Chicago, IL 60611
312-923-2983
Estimated Assets: $1 Million to $10 Million
Estimated Debts: $1 Million to $10 Million
Debtor's 20 Largest Unsecured Creditors:
Entity Nature Of Claim Claim Amount
------ --------------- ------------
KII, LC Trade debt $575,000
c/o Scott A. Call
50 West Broadway #700
Salt Lake City, UT
84101-2006
(801) 534-1700
A&S Marketing, Inc. Trade debt $469,586
Benny Allan
633 Skokie Blvd.
Northbrook, IL 60062
(847) 559-9737
Fabian & Clendenin Trade debt $229,589
US Bank National Association Trade debt $ 72,988
Universal Business Insurance Trade debt $ 19,738
Ray Strong Trade debt $ 13,000
Hill Divine Design & Supply Trade debt $ 9,806
City Creek Commercial Trade debt $ 9,740
SLC Corporation-Spec Trade debt $ 7,896
Considine & Considine Trade debt $ 7,315
Kay Riley & Sons, Inc. Trade debt $ 3,680
Sky Sites Trade debt $ 3,600
Utah Engineering Co. Trade debt $ 3,430
Salt Lake City Corporation Trade debt $ 3,325
Hi-Tech Service Trade debt $ 3,278
Premium Financing Trade debt $ 3,172
Utah Power Trade debt $ 3,108
Salt Lake Convention & Trade debt $ 2,759
Visitors
Questar Gas Trade debt $ 1,769
Unisource Maint Supply Trade debt $ 1,727
US PARTS: Bankruptcy Court Denies Use Of Cash Collateral
--------------------------------------------------------
US Parts (OTC Bulletin Board: RAVE) announced that on May 7,
2001, the U.S. Bankruptcy Court of the Southern District of
Texas, Houston Division, denied the Company's request for
continued use of cash collateral. Since all of US Parts' cash is
subject to the lien of its lending syndicate, the Company does
not have cash available to continue normal operations. As a
result, US Parts, whose corporate name is Rankin Automotive
Group, Inc., has closed its 14 stores. Following the direction
of the lending syndicate, the Company expects to assist in the
process of selling its remaining assets in an orderly fashion.
USA FLORAL: Raises $19.8 Million From Sale of Domestic Assets
-------------------------------------------------------------
U.S.A. Floral Products, Inc. (OTC: ROSI.OB) and certain of its
subsidiaries have completed sales of the Company's remaining
North American operations, which include the assets of its Miami
and West Coast Bouquet operations and of its Import operations,
and the stock of its Canadian subsidiary, Florimex Canada.
These sales do not include the Company's International Division
(Florimex). The Company is in negotiations for the sale of its
International Division.
As previously announced, on April 2, 2001, the Company and 16 of
its U.S. subsidiaries voluntarily filed for protection under
Chapter 11 of the United States Bankruptcy Code in the U.S.
Bankruptcy Court for the District of Delaware.
On April 18, 2001, the Bankruptcy Court entered an Order
approving bidding procedures and setting May 3, 2001 as the date
for a hearing to consider approval of the proposed sales of the
Domestic Assets. Among other things, the bidding procedures
order entered by the Bankruptcy Court set forth a procedure for
submitting higher and better offers for the purchase of some or
all of the Company's Domestic Assets through an open auction
that was held on May 1, 2001 for all qualified bidders. On May
3, 2001, the Bankruptcy Court held a hearing and approved the
contracts that were submitted by the Company following the May
1st auction. All of these sales were closed by May 7, 2001. In
total, the Company received approximately $19.8 million dollars
from the sales of the Domestic Assets for the benefit of the
estate.
Also as previously announced, the Company anticipates that all
proceeds from the sale of its assets, including those generated
from the sale of the Domestic Assets, will be distributed to
creditors and that no proceeds will be available for
distribution to its shareholders.
USG CORPORATION: Board Decides To Eliminate Quarterly Dividend
--------------------------------------------------------------
At its regularly scheduled Board meeting, USG Corporation's
(NYSE: USG) Board of Directors elected to eliminate the
company's quarterly dividend. The company last paid a dividend
of $.025 per share on March 21, 2001 to stockholders of record
as of February 23, 2001.
The decision to eliminate the dividend reflects a need to
conserve cash at a time that the company's United States Gypsum
Company unit is experiencing significantly higher asbestos costs
compared to previous years. As numerous other defendants in
asbestos litigation have entered bankruptcy, U.S. Gypsum has
been confronted with significantly higher settlement demands
from plaintiffs' lawyers that continue to escalate.
Furthermore, business conditions, especially market pricing for
gypsum wallboard, have continued to weaken with average realized
prices falling to about $80 per thousand square feet, further
reducing profitability and cash from operations.
Commenting on the elimination of the dividend, William C. Foote,
USG Chairman, President and CEO said, USG has strong operating
businesses that are performing well relative to the competition
despite weak market conditions. Our recent first quarter
performance demonstrates that. Unfortunately, a flawed legal
system for resolving asbestos personal injury claims is
burdening U.S. Gypsum with excessive costs. This difficult
environment dictates that we eliminate the dividend at this time
in order to conserve cash.
The elimination of the dividend will save the company $4 million
annually. The decision to eliminate the dividend follows a
reduction in the dividend earlier this year from $.15 per share
and the announcement of several restructuring initiatives to
maximize operating efficiency and increase cash flow.
USG Corporation is a Fortune 500 company with subsidiaries that
are market leaders in their key product groups: gypsum
wallboard, joint compound and related gypsum products; ceiling
tile and grid; and building products distribution. For more
information about USG Corporation, visit the USG home page at
http://www.usg.com .
VLASIC FOODS: Court Gives Go Ahead For Asset Sale To Hicks Muse
---------------------------------------------------------------
Vlasic Foods International (OTC Bulletin Board: VLFIQ) disclosed
that the U.S. Bankruptcy Court in Wilmington, Delaware has
approved the Company's previously announced agreement to sell
the assets of all of its North American businesses -- Swanson
frozen foods, Open Pit barbecue sauce and its namesake Vlasic
pickles and condiments -- to Hicks, Muse, Tate & Furst (HMTF)
for $370 million plus warrants to purchase 15% of the common
stock of the acquiring entity created by HTMF and additional
consideration, subject to working capital adjustments. The sale
is scheduled to be completed on or about May 22, 2001.
Vlasic Foods commenced bankruptcy proceedings on January 29,
2001 to effect the terms of an earlier agreement to sell the
Vlasic pickles and condiments and Open Pit barbecue sauce
businesses to H.J. Heinz. The Heinz bid was subsequently topped
by HMTF's.
David Pauker, managing director of Goldin Associates, a
nationally recognized turnaround manager retained by Vlasic
Foods to oversee the implementation of a financial
restructuring, said, "The agreement with HMTF for the sale of
our North American businesses should enable us to pay our senior
lenders in full and make a substantial distribution to our
bondholders and other unsecured creditors. Din,' `Open Pit,' and
`Vlasic' businesses should now be in a position to truly
flourish, added Pauker. HMTF has the resources to make
additional food acquisitions to complement and leverage the
strengths of our existing brands."
The three businesses being sold to HMTF have combined sales of
approximately $750 million. The businesses have four
manufacturing facilities: frozen food plants in Omaha, Neb., and
Fayetteville, Ark.; and pickle and condiment plants in
Millsboro, Del., and Imlay City, Mich. The businesses have
approximately 2,700 full-time and 550 seasonal employees,
including approximately 170 at its headquarters in Cherry Hill,
NJ.
W.R. GRACE: Retains Kekst and Company as PR Consultant
------------------------------------------------------
Since August 2000, W. R. Grace & Co. has turned to Kekst and
Company Incorporated as its outside public relations consultant.
The Debtors want to continue that relationship throughout their
chapter 11 cases. The Debtors have a large audience to
communicate with, including employees, counter-parties to
executory contracts and leases, equity holders, financial
markets, potential investors, governmental entities, trade and
other creditors, the media and the general public. Those
parties' cooperative participation is necessary for the Debtors
to successfully reorganize. Kekst will assist the Debtors in
protecting, retaining and developing the goodwill and confidence
of these constituencies by:
(a) communicating reliably, accurately and effectively;
(b) speaking with a unified, authoritative voice;
(c) presenting a coherent, consistent message;
(d) managing the Debtors' disclosure of information;
(e) correcting, counteracting and controlling damage in
regard to the rumors and misinformation that inevitably
will arise;
(f) deterring and dissuading irrational, uninformed,
panicking or other behavior deleterious to the estates
and the reorganization; and
(g) otherwise protecting the goodwill of the Debtors.
Thomas M. Daly, a principal in Kekst's Madison Avenue office,
disclosed that, prior to the Petition Date, Kekst received
$307,395 from the Debtors, including a $150,000 retainer. Kekst
will bill the Debtors for Corporate Communication Services at
its customary hourly rates:
Senior Partners $550 to $775
Partners $450 to $550
Senior Associates $375 to $400
Associates $250 to $375
Acknowledging that Kekst provides public relations services for
many of the Debtors' creditors and other parties in interest,
Mr. Daly assured Judge Newsome that Kekst is disinterested as
that term is defined at 11 U.S.C. Sec. 101(14) and stresses that
it represents W.R. Grace and only W.R. Grace in connection with
these chapter 11 cases. Out of an abundance of caution, Kekst
disclosed that it has client relationships in non-W.R. Grace-
related matters with:
* Amerada Hess Corp.
* Bayer Corp.
* Boise Cascade
* General Motors Corp.
* Metropolitan Life Insurance Co.
* Monsanto Corp.
* Monsanto, Inc.
* Texaco, Inc.
* Texaco Corp.
* Vornado, Inc.
* Credit Suisse First Boston Corp.
* Merrill Lunch, Pierce, Fenner & Smith, Inc.
The Debtors agree to indemnify Kekst for any claim arising from,
related to or in connection with Kekst's prepetition services.
The Debtors further agree to indemnify Kekst, its officers,
directors, employees and agents for all losses, claims, damages,
liabilities, costs and expenses (including legal fees) arising
from or in any connection with postpetition Corporate
Communication Services, provided that the Bankruptcy Court
approves this indemnification provision. The Debtors have no
obligation to indemnify Kekst, or to provide contribution or
reimbursement to Kekst, if any claim is arises out of Kekst's
negligence or willful misconduct. Additionally, Kekst and the
Debtors agree that any indemnification, contribution or
reimbursement claim will be directed to the Bankruptcy Court in
the context of a Fee Application presented before confirmation
of a plan of reorganization. The Debtors told the Court that
these indemnifications are identical to indemnification
procedures that were negotiated with the U.S. Trustee and
approved by the Court in In re United Artists Theatre Company,
et al., Case No. 00-03514 (SLR) (Bankr. D. Del. Sept. 7, 2000);
In re Ameriserve Food Distribution, Inc., et al., Case No. 00-
0358 (PJW) (Bankr. D. Del. May 9, 2000); and In re Planet
Hollywood International, Inc., et al., Case No. 99-3612 (JJF)
(Bankr. D. Del. Dec. 17, 1999). (W.R. Grace Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)
WASTEMASTERS: Abandons Ohio Landfill Due To Cash Shortfall
----------------------------------------------------------
On October 1, 2000, Wastemasters, Inc., purchased Lisbon
Landfill, Inc. from Global Eco-Logical Services, Inc., which
owned a construction and demolition landfill in Lisbon, Ohio.
The landfill was subject to a first mortgage held by Benchmark
Capital (Geneva) S.A. to secure a loan made to Global in the
original principle amount of $500,000. The note bears interest
at 24% per annum, except that the interest rate increases to 30%
per annum if the note is in default. The note requires quarterly
payments of interest only, and matured on February 23, 2001. The
Company failed to make a quarterly interest payment due on
November 23, 2000, and failed to pay the note in full on its
maturity date. As a result, the noteholder filed a foreclosure
action to obtain a judgment of foreclosure with respect to its
mortgage in Columbiana County, Ohio.
Subsequently, the Company signed a letter of intent to extend
and renew the note and mortgage, under which the maturity date
of the note would have been extended to March 24, 2002. Pursuant
to the letter of intent, the Company paid the noteholder all
accrued interest and attorney's fees.
However, on May 3, 2001, the Company decided not to close the
agreement to extend and renew the note. The Company made the
decision not to extend and renew the note because it lacked the
necessary capital to satisfy its obligations under the renewal
and extension agreement. In addition, the problems at the
landfill required sufficient management time and resources
which, in the Company's judgment, were better utilized in
connection with more promising opportunities available to the
Company. Therefore, on May 3, 2001, the Company notified the
noteholder that it would no longer contest foreclosure of the
landfill.
Wastemasters expects to report an extraordinary loss of
approximately $1,700,000 as a result of the Company's decision
to abandon the landfill. The expected foreclosure of the
landfill will have a materially adverse impact with respect to
the Company's Ohio landfill operations, but the Company
anticipates it will have no effect on its other operations since
neither the Company nor Lisbon Landfill, Inc. were obligors on
the note.
The Company is considering its legal options to recover part or
all of this loss from Global, but has not determined that any
action is appropriate at this time.
WASTEMASTERS: Misses SEC Deadline For Filing Annual Report
----------------------------------------------------------
Wastemasters, Inc., was unable to file its annual report with
the SEC for the year ended December 31, 2001 by the March 31,
2001 due date, or the extended due date of April 15, 2001
permitted by Rule 12b-25. As a result, the Company has been
notified that it is in violation of the listing criteria for
trading on the OTC Bulletin Board, and will be delisted May 26,
2001 if the annual report is not filed by that time. The Company
was not able to complete its annual report because of costs
associated with problems at its Lisbon, Ohio landfill, which
costs rendered it unable to pay the legal and accounting
expenses associated with the preparation of the annual report.
The Company is currently exploring sources of capital to satisfy
necessary general and administrative expenses. The sources of
capital include loans from its officers or directors or the sale
of certain assets, including its interest in Ace Waste Services,
Inc. or some of its marketable securities held as investments.
The Company believes that it will receive the necessary capital
to complete and file its annual report by the deadline for
delistment, but there is no assurance that such capital will be
received or that, if received, it will be received in sufficient
time to enable the professionals to complete the report. In the
event the Company is not able to file its annual report by May
26, 2001, trading in its common stock will move to the pink
sheets, which could have an adverse impact on the Company's
stock price.
WEHRENBERG INC.: Negotiates Lease & Reopens St. Louis Theatre
-------------------------------------------------------------
Bankrupt Wehrenberg Inc. has renegotiated the lease for its
nine-screen movie theater at Westfield Shoppingtown's Northwest
Plaza in St. Louis, Mo., and will reopen the theater on May 25,
according to the St. Louis Post-Dispatch. The movie theater was
shut down in January. Wehrenberg also said that it successfully
renegotiated the lease for its 14-screen movie theater at
Westfield's Mid Rivers Mall. Wehrenberg's bankruptcy
reorganization is still proceeding as planned and, according to
attorney Rebecca Case, the company has "in excess of $4 million
in the bank." (ABI World, May 9, 2001)
WHEELING-PITTSBURGH: Seeks Approval Of Kansas Property Lease
------------------------------------------------------------
Wheeling-Pittsburgh Steel Corp. leases a commercial property
located in Lenexa, Kansas, used by Wheeling Corrugating Co., a
division of WPSC. While the lease term expired on March 30,
2001, and a holdover provision permits WPSC, with the consent of
the lessor, Lenexa Alden, LLC, to continue in possession of the
premises on a month-to-month basis. James M. Lawniczak, at
Calfee, Halter & Griswold LLP, in Ohio, asked Judge Bodoh to
approve a letter agreement covering the terms of WPSC's
continued use of leased premises, and to lift the automatic stay
to permit the lessor to apply a security deposit against unpaid
prepetition obligations.
WPSC investigated other options including moving to a different
location. Management believes it is in WPSC's best interests to
continue to use the existing Lenexa location. Under the existing
lease, WPSC provides Lenexa Alden with a $39,267 security
deposit available for the lessor's use in the event that WPSC
fails to comply with the terms of the lease. WPSC's prepetition
defaults under the lease included failures to pay rent and
taxes, in total amounts that exceed $64,000. In consideration of
its consent to WPSC's holdover, the lessor has asked for
confirmation that the security deposit may be applied against
WPSC's prepetition date defaults, and for relief from the
automatic stay as may be necessary in order to obtain that
result. WPSC believes that this relief is consistent with the
clear terms of the existing lease and with the lessor's
perfected rights to the security deposit and should be granted.
(Wheeling-Pittsburgh Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)
ZILOG INC.: S&P Downgrades Credit Ratings to Junk Levels
--------------------------------------------------------
Standard & Poor's lowered its corporate credit rating on Zilog
Inc. to triple-'CCC' from single-'B' and removed it from
CreditWatch, where it was placed on April 16, 2001. The rating
agency also lowered the company's bank loan rating to CCC+ from
B+ and senior secured rating to CCC from B. The ratings outlook
is negative.
Ratings had been placed on CreditWatch with negative
implications because of expected ongoing pressures on the
company's profitability and cash flows.
The ratings on Zilog Inc. reflect the company's strained
profitability and cash flows and dwindling liquidity. EBITDA for
the March 2001 quarter was negative $7 million, compared to
positive $7 million in the December 2000 quarter. Sales declined
20%, to $44 million in the March quarter from $56 million in the
December period and $67 million in the September quarter.
Although the company is cutting costs, challenging industry
conditions are likely to impede efforts to materially improve
operating performance. High debt levels from the company's 1998
LBO compound these earnings pressures.
Cash balances totaled $27 million at March 31, 2001, compared to
$41 million at Dec. 31, 2000, including the effects of negative
operating cash flows, a $13. million bond interest payment, $10
million contractual compensation to its former chief executive
officer, and capital expenditures. These were funded in part by
$13 million drawn on its $25 million borrowing-base revolving
credit agreement. Operating cash flows are expected to remain
materially negative over the near-to-intermediate term, while
the company's next semiannual interest payment of $13.3 million
is due on Sept. 1, 2001. In addition, further borrowings under
Zilog's revolving credit agreement are constrained by financial
covenants. Although the company is trimming its capital
expenditures, financial flexibility is extremely limited.
Campbell, Calif.-based Zilog makes chips for a number of
applications across the economy, including infrared remote
controls, alarms, and similar devices.
Outlook: Negative
Zilog faces substantial challenges to meet near term obligations
in light of the company's modest cash flow generating capacity
and limited borrowing ability, exacerbated by weak industry
conditions, Standard & Poor's said.
BOOK REVIEW: WHY COMPANIES FAIL: Strategies for Detecting,
Avoiding, and Profiting from Bankruptcy
----------------------------------------------------------
Author: Harlan D. Platt
Publisher: Beard Books
Softcover: 142 pages
List Price: $34.95
Review by: Regina Engel
Originally published in 1985, Why Companies Fail remains a
useful, simple guide for the average business person to identify
and avoid the traps that lead to bankruptcy. Nothing that
libraries are full of books containing prescriptions for
financial success, the author chooses to focus on failures so
that it can be avoided and the number of bankruptcies reduced.
He also feel the book fill a gap in the education of students
and business people who are not otherwise instructed on how to
manage a company on the brink of failure. To aid in
understanding his analysis, he classifies businesses into four
categories depending on the strength or weakness of their
product and their financial condition calling them eagle,
tortoises, condors and dinosaurs. As he explains, "[e]agles have
healthy product and finances, tortoises have weak products,
condors have weak finances, and dinosaurs have weak products and
finances." Condors and dinosaurs are the primary focus of the
book, since financial issues lend themselves more to
generalization.
The five chapters that are the heart of the book set out the
specific financial reasons for business failure, any or all of
which could precipitate the bankruptcy. Each contains the actual
cases of companies to illustrate the type of problem. Problem in
a company's cash-flow cycle are discussed in Chapter 3. The
author opines that mismanagement in this area is probably the
largest single cause of failure, but maintains that staying on
top of the problem can be accomplished with a good spreadsheet
program and that with the roper information "every worthy
business" should be able to obtain the funds it needs. In
Chapter 4 the topic is how to avoid "getting buried under
current assets." the advise here is to monitor both inventories
and accounts receivable by comparing their size to the company's
investment in total assets and to analyze carefully when that
ratio rises whether that is the desired goal. In Chapter 5,
entitled "Getting Squeezed by Equipment," the author can only
warn of the risks involved in investing in long term assets. He
concludes: "Unfortunately, there are no fail-safe method for
choosing the right amount of fixed assets since the optimal
quantity depends on the unknown level of future sales." Chapter
6 deals with a company's debt-to-equity ratio, emphasizing that
a major disadvantage to debt financing is that it limits
alternative, and a firm so burdened is allowed fewer mistakes
than one with sizeable net worth. In Chapter 7, entitled
"Getting pinched by Short-Term Debt," the author describes the
trap where management decides to speculate on lower future
interest rates and is wrong.
Chapter 8 sets forth methods of detecting bankruptcies to enable
the reader to identify the condors, and Chapter 9 aids failing
companies by an examination of how other companies in similar
situations have extricated themselves. Chapter 10 contains
advice on investing on bankrupt companies. Following a
concluding chapter summarizing his concepts, the author includes
two appendices, one setting forth tables of failure rates,
which, of course, does not include what has happened on the last
fourteen years, and the second providing basic accounting for
nonfinancial readers. A glossary is also included for those
whose background in the field is limited.
*********
Bond pricing, appearing in each Monday's edition of the TCR, is
provided by DLS Capital Partners in Dallas, Texas.
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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, Bernadette de Roda, 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
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