/raid1/www/Hosts/bankrupt/TCR_Public/010813.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, August 13, 2001, Vol. 5, No. 157
Headlines
360NETWORKS INC.: Committee Retains Sidley Austin As Counsel
ADVANCE HOLDING: S&P Places Low-B Ratings on Credit Watch
AMERIGAS PARTNERS: Fitch Rates $200 Million Senior Notes At BB+
AMF BOWLING: U.S. Trustee Contests Blackstone's Employment
BANK OCHRONY: Fitch Lowers Indvidual Rating To C/D From C
BRIDGE INFO: Dow Jones Wins Bid for Equities And News Contracts
CHAPARRAL RESOURCES: Nasdaq Delists Shares From SmallCap Market
COMDISCO INC.: Proposes Leasing Asset Bidding Procedures
COMMCO TECHNOLOGY: Bid4Assets to Auction Telecom Equipment
COMPANHIA ENERGETICA: S&P Affirms B+ Rating
COVAD COMMUNICATIONS: S&P Cuts Ratings To CC From CCC
ENCOMPASS SERVICES: S&P Revises Outlook to Negative
FINOVA: Equity Committee Taps Ibbotson Associates As Consultants
GRG INC.: Files Chapter 11 Petition In Tampa, Florida
GRG INC.: Chapter 11 Case Summary
ICG COMMUNICATIONS: Rejects 5 Telecommunications Leases
JONES MEDIA: Liquidity Concerns Trigger Ratings Downgrade To CCC
JOY GLOBAL: S&P Rates New $350 Million Bank Facility At BB
KULICKE & SOFFA: S&P Assigns B- Rating to Convertible Notes
LOEWEN GROUP: Enters Into First Union Pledge Agreement
LOG ON AMERICA: Seeks Review Of Nasdaq's Delisting Determination
LORAL SPACE: S&P Junks Ratings And Says Outlook Is Negative
MARINER POST-ACUTE: Rejects APS Office & Warehouse Lease
MCWATTERS MINING: Construction on Val-d'Or Project Now Underway
MCWATTERS MINING: Reports Second Quarter And Six Month Losses
NETIA HOLDINGS: S&P Places B+ Ratings on Credit Watch Negative
OWENS CORNING: Court Okays Sale Of AOCH Interests To Alcopor
PACIFIC GAS: U.S. Bank Trust Seeks Relief From Automatic Stay
PICCADILLY CAFETERIAS: Closes 14 Non-Performing Cafeterias
PICCADILLY CAFETERIAS: Amends Senior Credit Facility
PICCADILLY CAFETERIAS: Appoints Dixon As New Marketing Executive
RELIANCE: Moves To Transfer Commonwealth Actions To S.D.N.Y.
STAGE STORES: Court Confirms 3rd Amended Plan of Reorganization
UNITED ARTISTS: Reports 2001 Second-Quarter Operating Results
VENTURE CATALYST: Falls Short of Nasdaq's Listing Requirement
VIASYSTEMS: Fitch Cuts Ratings To Low-B's With Negative Outlook
VIRTUALFUND.COM: Nasdaq Plans To Delist Shares On August 16
VLASIC FOODS: Committee Hires Duane Morris As Co-Counsel
WEBVAN GROUP: List of Largest Unsecured Creditors
WESCO DISTRIBUTION: S&P Rates $100MM Senior Sub Notes At B
WHX CORPORATION: Publishes Second Quarter Financial Results
BOND PRICING: For the week of August 13 - 17, 2001
*********
360NETWORKS INC.: Committee Retains Sidley Austin As Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
360networks inc.'s chapter 11 cases seeks a Court order
authorizing them to retain Sidley Austin Brown & Wood LLP and
its affiliated law practice entities, nunc pro tunc to July 16,
2001, as their legal counsel.
Committee member Mark Brandenburg of Pirelli Cables & Systems
explains that the Committee voted to retain Sidley because of
its extensive experience and knowledge in the field of
bankruptcy and creditors' rights, and in the other fields of law
that are expected to be involved in these cases.
Specifically, Sidley will be:
(a) advising the Committee and representing it with respect to
proposals submitted to the Committee and pleadings
submitted by the Debtors or others to the Court;
(b) representing the Committee with respect to any plans of
reorganization or disposition of assets proposed in these
cases;
(c) attending hearings, drafting pleadings and generally
advocating positions which further the interests of the
creditors represented by the Committee;
(d) assisting in the examination of the Debtors' affairs and
review of the Debtors' operations;
(e) investigating any potential causes of action which the
Debtors or the Committee may bring against any third-
party;
(f) advising the Committee as to the progress of the Chapter
11 proceedings; and
(g) performing such other professional services as are in the
interests of those represented by the Committee,
including, without limitation, those set forth in the
Bankruptcy Code Section 1103(c).
Sidley partner Norman N. Kinel, Esq., advises that his Firm will
bill the Debtors' estates at its customary hourly rates for
services provided to the Committee:
$410 to $675 for partners and senior counsel;
$175 to $375 for associates; and
$80 to $160 for paralegals
At present, the principal attorneys and paralegals responsible
for the representation of the Committee and their current hourly
rates are:
Norman N. Kinel $500
Shalom Kohn $525
James F. Bendernagel $500
Geoffrey Raicht $325
Melissa Zelen Neier $375
Eileen McDonnell (paralegal) $150
Mr. Kinel discloses that Sidley represents Divine, Inc. and
PSINet, both identified by the Debtors as significant
shareholders. But, Mr. Kinel emphasizes that Sidley will not
represent them or any other of its clients in connection with
any matter involving these chapter 11 cases. Due to the size
and diversity of its practice, Mr. Kinel admits Sidley may have
also represented or may now be representing certain other
entities or persons on unrelated matters, who are or may
consider themselves creditor, equity security holders, or
parties-in-interest in these cases. Nevertheless, Mr. Kinel
swears Sidley will not represent any entity other than the
Committee in connection with these cases.
Mr. Kinel assures the Court that Sidley does not hold or
represent any interest adverse to the Debtors or to their
estates in the matters upon which it is to be engaged. Sidley
is a "disinterested person" as defined in the Bankruptcy Code.
(360 Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)
ADVANCE HOLDING: S&P Places Low-B Ratings on Credit Watch
---------------------------------------------------------
Standard & Poor's placed its single-'B'-plus corporate credit
and single-'B'-minus senior unsecured debt ratings on Advance
Holding Corp., and its single-'B'-plus corporate credit and
single-'B'-minus subordinated debt ratings on Advance Stores Co.
Inc. on CreditWatch with negative implications. Advance Stores
Co. Inc. is the wholly owned subsidiary that conducts all
operations.
The CreditWatch placement follows Advance Holding's announcement
that it has signed an agreement to purchase Discount Auto Parts
Inc. in a cash/stock transaction valued at about $267 million.
The combination of Florida-based Discount Auto Parts with
Virginia-based Advance Holding would result in a combined entity
of 2,420 stores in 38 states. Pro forma for the transaction,
total gross debt is expected to increase to about $966 million
from about $555 million, swelling total debt to EBITDA to nearly
4 times before cost savings, which are estimated at about $30
million. In addition, Advance Holding may face challenges in
integrating 667 Discount Auto Parts stores into its store
network.
Standard & Poor's will meet with management to discuss the
acquisition and the pro forma capital structure's impact on the
company's existing debt ratings.
AMERIGAS PARTNERS: Fitch Rates $200 Million Senior Notes At BB+
---------------------------------------------------------------
AmeriGas Partners, L.P.'s (AmeriGas) $200 million Rule 144A
senior notes due 2011, issued jointly and severally with its
special purpose financing subsidiary AP Eagle Finance Corp., are
rated 'BB+' by Fitch. In addition, AmeriGas' outstanding $160
million senior notes are affirmed at 'BB+'. The Rating Outlook
is Stable. An indirect subsidiary of UGI Corp. is the general
partner and a 50.7% limited partner for AmeriGas. AmeriGas in
turn is a master limited partnership (MLP) for AmeriGas Propane,
L.P. (the OLP), an operating limited partnership.
Proceeds from the new senior notes will be utilized to partially
fund AmeriGas' pending $202 million acquisition of the retail
propane distribution assets of Columbia Energy Group, Inc. (CEG)
and to reduce outstanding bank borrowings at the OLP. The rating
for AmeriGas incorporates Fitch's assessment of the company's
revised acquisition financing plan for CEG's propane business.
When the transaction was announced on Jan. 31, 2001, the
original $208 million purchase price was expected to be funded
with 75% debt and 25% new common unit equity with the debt
component consisting of a $108 million first mortgage issuance
at the OLP and a $60 million senior note issuance at AmeriGas.
While the equity component has not changed and will be placed
with the seller at closing, management has now elected to fund
the entire debt portion at the AmeriGas level.
Although consolidated pro forma credit measures are not expected
to differ materially from original estimates, standalone
interest coverage ratios at AmeriGas will weaken as a result of
the increased debt component at the MLP level and the higher
cost of debt at the MLP versus the OLP. Because AmeriGas' senior
notes rank junior to approximately $700 million secured debt of
the OLP including $614 million of privately placed 'BBB' rated
first mortgage notes, debt service at AmeriGas ultimately
depends on the OLP's ongoing ability to make upstream cash
distributions to AmeriGas. Based on the revised debt structure,
available cash distributions to AmeriGas (defined as OLP EBITDA
minus OLP interest expense and maintenance capital expenditures)
are now expected to cover interest expense on AmeriGas' senior
notes by approximately 4 times (x) in 2001 versus anticipated
coverage of 7.5x under the original plan. Historically, this
ratio has averaged about 8x.
Notwithstanding the reduced level of coverage, Fitch believes
that conditions and/or events that would result in an impairment
of interest payments at AmeriGas remain highly unlikely. Because
the OLP's debt agreements prohibit the OLP from making
restricted payments if an event of default exists, a disruption
of interest payments at AmeriGas could theoretically result from
the OLP's inability to meet a 2.25x EBITDA/interest maintenance
test contained in its bank credit agreement. As part of its
credit analysis, Fitch prepared a stress case designed to
project the financial implications of recurring mild winter
heating seasons generating a 10% decline in retail propane
volumes sold. Based on this hypothetical scenario, Fitch
estimates that OLP EBITDA would have to drop an additional 40%
under the stress case in 2002 in order to reach the 2.25x test.
The likelihood of this level of EBITDA erosion is remote for
several reasons. First, this scenario implies a drop in retail
sales volume to approximately 630 million gallons versus
combined pro forma volumes of 1 billion gallons. AmeriGas has
historically maintained annual sales volumes on a standalone
basis above the 750 million gallon range even during periods
of extreme warm weather. Furthermore, a drop in gallons driven
by unprecedented customer losses is highly unlikely given
management's strong track record of customer retention and its
ability to maintain high levels of customer service. Another
factor which could lead to EBITDA erosion would be a drop in
gross profit margins per gallons sold. However, Fitch's
analysis of long-term industry wide trends show that unit
margins tend to remain stable or increase during periods of
weather driven volume declines.
A positive consideration is AmeriGas' strengthened market
position resulting from the purchase of CEG's propane business.
The acquisition significantly expands the scale and scope of
AGP's retail distribution network. CEG's propane business
currently ranks as the nation's seventh largest retailer with
annual retail volumes of about 244 million gallons and 186
customer service centers (CSCs) located primarily in the
Midwest, Mid-Atlantic and Northeast states. On a post
acquisition basis, AmeriGas will again rank as the nation's
largest distributor with more than 1.3 million customers and
normalized retail sales in excess of one billion gallons.
Although Fitch expects some moderate pressure on AmeriGas'
credit measures immediately following closing due to the recent
under-performance at CEG's propane segment, performance should
strengthen as management's cost reduction plans are implemented
over the next 12 to 18 months. Fitch believes that management's
cost saving estimates are reasonable given the sizable amount
of blend opportunities resulting from overlapping customer
service centers (CSCs). Moreover, AmeriGas' track record of
successfully acquiring and integrating similar sized
acquisitions has been favorable.
AMF BOWLING: U.S. Trustee Contests Blackstone's Employment
----------------------------------------------------------
W. Clarkson McDow, Jr., U.S. Trustee for Region Four, asks Judge
Tice to disapprove the AMF Bowling's retention of The Blackstone
Group L.P. under the terms the Debtors propose.
In the alternative, the US Trustee wants the Court to approve
the retention of Blackstone only if Blackstone will strike out
the indemnification provisions of their engagement letter and
otherwise agree not to seek indemnification against the AMF
Bowling Worldwide, Inc. Debtors.
According to Mr. McDow, the Debtors' application to employ and
retain Blackstone provides that in addition to the compensation
provided for earlier in the application, that the "Debtors have
agreed to indemnify and hold Blackstone harmless against any
claims, liabilities and obligations arising out of its retention
in these chapter 11 cases except to the extent that any such
claim, liability and obligation results from bad faith, gross
negligence or willful misconduct of Blackstone..."
Mr. McDow argues that the indemnification agreement between the
Debtors and Blackstone are not consonant with:
(a) the employment provisions of the United States
Bankruptcy Code,
(b) traditional notions of bankruptcy professionalism, and
(c) bankruptcy and non-bankruptcy public policy.
According to the US Trustee, entering into the indemnification
agreement may constitute a breach of the fiduciary duty that the
financial advisor has to the estate of the Debtors. It could
also mean a breach of the fiduciary duty the Debtors have to
their creditors, Mr. McDow says. The US Trustee contends that
the indemnification agreement is not a reasonable component of
the fee structure of Blackstone's employment by the Debtors and
does not provide any additional benefit to the estates. (AMF
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 609/392-0900)
BANK OCHRONY: Fitch Lowers Indvidual Rating To C/D From C
---------------------------------------------------------
Fitch, the international rating agency, affirmed its Long-term,
Short-term and Support ratings for Bank Ochrony Srodowiska (BOS)
at 'BBB-' (BBB minus), 'F3' and '4', respectively, and
downgraded its Individual rating to 'C/D' from 'C'. The Outlook
for the Long-term rating remains Stable.
The downgrade of the Individual rating to C/D reflects BOS'
growing cost base, declining profitability and concerns about
the bank's ability to maintain and develop its position in the
highly competitive Polish market, and to maintain its relatively
good asset quality in the more negative economic environment.
The ratings take into account the bank's high capitalisation and
strong franchise in environmental lending in Poland and ties to
the State-owned National Environment Protection and Water
Management Fund (NEPWMF), as well as the increase in ownership
by Skandinaviska Enskilda Banken (SEB) and the Swedish bank's
growing role in the bank's management.
BOS was founded in 1991 to finance environmental projects in
Poland but has diversified to serve corporate and retail
customers on a commercial basis. The bank's main shareholders
are SEB (45.99%) and the NEPWMF (44.4%).
BRIDGE INFO: Dow Jones Wins Bid for Equities And News Contracts
---------------------------------------------------------------
Dow Jones & Company announced that Dow Jones Newswires has won
the bidding for Bridge Information Systems Inc.'s equities and
commodities/energy news contracts. The contracts purchased by
Dow Jones are with financial professional customers in the North
American equities markets (primarily through Bridge platforms)
and traders and others in the commodities/energy segments
(primarily through other distribution platforms).
Under the agreement, Dow Jones will pay $6.5 million to Bridge
for the contracts.
Dow Jones Newswires also will provide news to all current Bridge
customers on an interim basis until other Bridge assets can be
sold, at which point these customers may choose to continue
receiving Dow Jones Newswires on standard terms. Current Dow
Jones Newswires customers via Bridge platforms will continue to
receive Dow Jones Newswires on existing terms.
Dow Jones Newswires has also agreed to hire 10 members of the
current Bridge News staff.
The agreement between Dow Jones and Bridge Information Systems
will be submitted for approval to the U.S. bankruptcy court in
St. Louis, which is overseeing the Bridge bankruptcy.
"We are delighted to be able to help maintain informed financial
markets by ensuring that current customers of Bridge News get
uninterrupted access to news during the Bridge bankruptcy
proceeding and beyond," said Gordon Crovitz, senior vice
president, electronic publishing, of Dow Jones & Company.
Crovitz added. "This financially and strategically attractive
transaction leverages the Dow Jones core strengths of news
gathering and distribution, further extending our leading brand
and content."
"We are confident that our new customers will place a high value
on the equities and commodities/energy news from Dow Jones, the
world's leading provider of real-time financial news," said Paul
Ingrassia, president of Dow Jones Newswires.
Dow Jones Newswires provides real-time news for financial
professionals across five asset classes: equities, fixed-income,
foreign exchange, commodities and energy. The division also
offers news for financial firms' Web sites. In addition to Dow
Jones Newswires, Dow Jones & Company (NYSE: DJ; dj.com)
publishes The Wall Street Journal and its international and
online editions, Barron's and SmartMoney magazines and other
periodicals, Dow Jones Indexes, and the Ottaway group of
community newspapers. Dow Jones is co-owner with Reuters Group
of Factiva and with NBC of the CNBC television operations in
Asia and Europe. Dow Jones also provides news content to CNBC
and radio stations in the U.S.
CHAPARRAL RESOURCES: Nasdaq Delists Shares From SmallCap Market
---------------------------------------------------------------
Chaparral Resources, Inc.'s (Nasdaq: CHAR) common stock was
delisted August 9, 2001 from The Nasdaq SmallCap Market for
failure to comply with all Nasdaq marketplace guidelines
required for continued listing. Chaparral is now eligible for
quotation on the OTC Bulletin Board.
Chaparral's common stock was delisted for failure to comply with
Nasdaq Marketplace Rules 4350(i)(1)(A), 4350(i)(1)(B) and
4350(i)(1)(D)(ii), which required Chaparral obtain stockholder
approval prior to the conversion of its 8% Non-Negotiable
Subordinated Convertible Promissory Notes into 11,690,259 shares
of its common stock on September 21, 2000 and the issuance of
1,612,903 shares of common stock on October 30, 2000. Nasdaq
also cited a violation of its annual meeting requirement. The
Nasdaq Listing Qualifications Panel did not, however, cite
public interest concerns as a basis for its determination.
Chaparral's loan agreement with Shell Capital Inc. requires its
common stock be listed on one of the three major stock exchanges
(Nasdaq, NYSE, or Amex). Failure to maintain a listing on The
Nasdaq SmallCap Market is a technical event of default under the
loan agreement. If Shell Capital does not waive the event of
default, Shell Capital could exercise its remedies under the
loan agreement, including calling the loan due and payable. If
so, Chaparral's investment in the Karakuduk Field may be lost.
Chaparral Resources, Inc. is an international oil and gas
exploration and production company. Chaparral participates in
the development of the Karakuduk Field through KKM of which
Chaparral is the operator. Chaparral owns a 50% beneficial
ownership interest in KKM with the other 50% ownership interest
being held by Kazakh companies, including KazakhOil, the
government- owned oil company.
COMDISCO INC.: Proposes Leasing Asset Bidding Procedures
--------------------------------------------------------
Though they have not yet negotiated a definite agreement on the
terms of a Sale for the Leasing Business, Comdisco, Inc.
proposes to implement these Bidding Procedures that are designed
to facilitate the sale process:
(A) The Bidding Process
The Seller shall:
(i) determine whether any person is a Qualified Bidder (as
defined herein),
(ii) coordinate the efforts of Qualified Bidders in
conducting their respective due diligence
investigations regarding the Business,
(iii) receive offers from Qualified Bidders, and
(iv) negotiate any offer made to purchase the Business.
Any person who wishes to participate in the Bidding Process
must be a Qualified Bidder. Neither the Seller nor its
representatives shall be obligated to furnish any information
of any kind whatsoever relating to the Business to any person
who is not a Qualified Bidder. The Seller shall have the
right to amend the rules set forth herein for the Bidding
Process or adopt such other written rules for the Bidding
Process which, in its reasonable judgment, will better
promote the goals of the Bidding Process and which are not
inconsistent with any Bankruptcy Court order.
(B) Participation Requirement
Unless otherwise ordered by the Bankruptcy Court, for cause
shown, or as otherwise determined by the Seller, in order to
participate in the Bidding Process, each person (a "Potential
Bidder") must deliver (unless previously delivered) to the
Seller:
(1) An executed confidentiality agreement in form and
substance satisfactory to the Seller;
(2) Current audited financial statements of the Potential
Bidder, or, if the Potential Bidder is an entity
formed for the purpose of acquiring the Business,
current audited financial statements of the equity
holder(s) of the Potential Bidder, who shall guarantee
the obligations of the Potential Bidder or such other
form of financial disclosure and credit-quality
support or enhancement acceptable to the Seller and
its advisors; and
(3) A preliminary (non-binding) proposal regarding:
(a) the Assets sought to be acquired and any assets
expected to be excluded,
(b) the purchase price range,
(c) the structure and financing of the transaction
(including the amount of equity to be committed and
sources of financing),
(d) any anticipated regulatory approvals required to
close the transaction, the anticipated time frame
for obtaining the same and any anticipated
impediments for obtaining the same,
(e) any conditions to closing that it may wish to
impose, and
(f) the nature and extent of additional due diligence
it may wish to conduct.
A Qualified Bidder is a Potential Bidder that delivers the
documents described in subparagraphs (i), (ii) and (iii)
above, whose financial information and credit-quality support
or enhancement demonstrate the financial capability of the
Potential Bidder to consummate the Sale, and that the Seller
determines, is reasonably likely (based on availability of
financing, experience and other considerations) to be able to
consummate the Sale if selected as the Successful Bidder
within a time frame acceptable to the Seller.
As promptly as practicable after a Potential Bidder delivers
all of the materials required by subparagraphs (i), (ii) and
(iii) above, the Seller shall determine, and shall notify the
Potential Bidder in writing, whether the Potential Bidder is
a Qualified Bidder. At the same time that the Seller notifies
the Potential Bidder that it is a Qualified Bidder, the
Seller shall allow the Qualified Bidder to conduct due
diligence with respect to the Business as hereinafter
provided.
(C) Due Diligence
The Seller shall afford each Qualified Bidder due diligence
access to the Business. Due diligence access may include
management presentations as may be scheduled by the Seller,
access to data rooms, on site inspections and such other
matters which a Qualified Bidder may request and as to which
the Seller, in its sole discretion, may agree to. The Seller
will designate an employee or other representative to
coordinate all reasonable requests for additional information
and due diligence access from such Bidders. Any additional
due diligence shall not continue after the Bid Deadline (as
defined herein). The Seller may, in its discretion,
coordinate diligence efforts such that multiple Qualified
Bidders have simultaneous access to due diligence materials
and/or simultaneous attendance at management presentations or
site inspections. Neither the Seller nor any of its
affiliates (or any of their respective representatives) are
obligated to furnish any information relating to the Business
to any person except to Qualified Bidders who make an
acceptable preliminary proposal. Bidders are advised to
exercise their own discretion before relying on any
information regarding the Business provided by anyone other
than the Seller or its representatives.
(D) Bid Deadline
A Qualified Bidder that desires to make a bid shall deliver
written copies of its bid to:
(i) Goldman, Sachs & Co., 95 Broad Street, New York, New
York 10004, Attn: Vlad Gutin,
(ii) Comdisco, Inc., 6111 N. River Road, Rosemont, Illinois
60618, Attn: Norman P. Blake,
(iii) Skadden, Arps, Slate, Meagher & Flom (Illinois), 333
West Wacker Drive, Suite 2100 Chicago, Illinois 60606,
Attn: John Wm. Butler, Jr. and Gary P. Cullen not later
than 4:00 p.m. (CDT) on September 11, 2001.
The Seller may extend the Bid Deadline once or successively,
but is not obligated to do so. If the Seller extends the Bid
Deadline, it shall promptly notify all Qualified Bidders of
such extension.
(E) Bid Requirements
A bid is a letter from a Qualified Bidder stating that the
Qualified Bidder's offer is irrevocable until the earlier of
48 hours after the closing of the sale of the Business or 30
days after the conclusion of the Sale Hearing. A Qualified
Bidder shall accompany its bid with:
(i) a deposit in a form acceptable to the Seller in an
amount of 5% of the value of such bid payable (or
such lesser amount as may be acceptable to the Seller
based on, among other things, the purchase price
offered by such bidder) payable to the order of
Goldman Sachs & Company, as agent for the Seller;
(ii) an executed copy of the form asset purchase agreement
approved by the Court marked to show such changes as
are acceptable to the Seller or such other form of
agreement as is acceptable to the Seller, and
(iii) written evidence of a commitment for financing or
other evidence of ability to consummate the
transaction.
Unless otherwise waived by the Seller in writing, the Seller
will consider a bid only if the bid:
(a) is not conditioned on obtaining financing or on the
outcome of unperformed due diligence by the Bidder
with respect to the assets sought to be acquired; and
(b) does not request or entitle the Bidder to any break-up
fee, termination fee, expense reimbursement or similar
type of payment; and
(c) is received by the Bid Deadline
A bid received from a Qualified Bidder that meets the above
requirements is a "Qualified Bid." A Qualified Bid will be
valued based upon factors such as the net value provided by
such bid and the likelihood and timing of consummating such
transaction.
(F) "As Is, Where Is"
The sale of the Assets and the Business shall be on an "as
is, where is" basis and without representations or warranties
of any kind, nature, or description by the Seller, its agents
or estate, except to the extent set forth in the Asset
Purchase Agreement(s) of the Successful Bidder(s), as the
case may be. Except as otherwise provided in an Asset
Purchase Agreement, all of the Seller's right, title and
interest in and to the assets to be acquired shall be sold
free and clear of all pledges, liens, security interests,
encumbrances, claims, charges, options and interests thereon
and there against, such Transferred Liens to attach to the
net proceeds of the sale of such assets.
Each bidder shall be deemed to acknowledge and represent that
it has had an opportunity to inspect and examine the Business
and to conduct any and all due diligence regarding the
Business prior to making its offer, that it has relied solely
upon its own independent review, investigation and/or
inspection of any documents in making its bid, and that it
did not rely upon any written or oral statements,
representations, promises, warranties or guaranties
whatsoever, whether express, implied, by operation of law or
otherwise, regarding the Business, or the completeness of any
information provided in connection with the Bidding Process
except as expressly stated in an Asset Purchase Agreement.
(G) Auction
If Qualified Bids have been received from at least one
Qualified Bidder, the Seller may conduct an auction with
respect to the Business. The Auction shall take place at
10:00 a.m. (CDT) on September 14, 2001, at the offices of
Skadden, Arps, Slate, Meagher & Flom (Illinois), 333 W.
Wacker Drive, Chicago, Illinois 60606 or such later time or
other place as the Seller shall notify all Qualified Bidders
who have submitted Qualified Bids and expressed their intent
to participate in the Auction, as set forth above. Only
Qualified Bidders will be eligible to participate at the
Auction. At least two business days prior to the Auction,
each Qualified Bidder who has submitted a Qualified Bid must
inform the Seller whether it intends to participate in the
Auction.
Based upon the terms of the Qualified Bids received, the
number of Qualified Bidders participating in the Auction, and
such other information as the Seller determines is relevant,
the Seller, in its sole discretion, may conduct the Auction
in the manner it determines will achieve the maximum value
for the Business.
In particular, the Seller may commence the Auction by
entertaining bids for the Entire Business or bids for the
individual Segments as determined by the Seller. The Seller
thereafter may offer the Assets in such lots in such
successive rounds as the Seller determines to be appropriate
so as to obtain the highest or otherwise best bid or
combination of bids for the Assets. The Seller also may set
opening bid amounts in each round of bidding as the Seller
determines to be appropriate.
As soon as practicable after the conclusion of the Auction
or, if the Seller determines not to hold an Auction, then
promptly following the Bid Deadline, the Seller, in
consultation with its financial advisors, shall:
(i) review each Qualified Bid on the basis of financial
and contractual terms and the factors relevant to the
sale process, including those factors affecting the
speed and certainty of consummating the Sale, and
(ii) identify the highest or otherwise best offer for the
Business of the (to the extend such bid is acceptable
to the Seller in its sole discretion, the "Successful
Bid(s)" and the bidder making such bid, the
"Successful Bidder(s)").
At the Sale Hearing, the Seller may present to the Bankruptcy
Court for approval the Successful Bid(s). The Seller
reserves all rights not to submit any bid, which is not
acceptable to the Seller for approval to the Bankruptcy
Court. The Seller may adopt rules for bidding at the Auction
that, in its business judgment, will better promote the goals
of the bidding process and that are not inconsistent with any
of the provisions of the Bidding Procedures, the Bankruptcy
Code or any order of the Bankruptcy Court entered in
connection herewith.
(H) Acceptance of Qualified Bids
The Seller presently intends to sell the Business to the
Qualified Bidder(s) submitting the highest or otherwise best
Qualified Bid(s). The Seller's presentation to the
Bankruptcy Court for approval of a particular Qualified Bid
does not constitute the Seller's acceptance of the bid. The
Seller shall have accepted a bid only when that bid has been
approved by the Bankruptcy Court at the Sale Hearing.
(I) The Sale Hearing
The Sale Hearing is presently scheduled to take place at
10:30 a.m. on September 20, 2001. At the Sale Hearing, the
Seller will seek entry of an order, among other things,
authorizing and approving the Sale(s) to the Successful
Bidder(s), as determined by the Seller in accordance with the
Bidding Procedures, pursuant to the terms and conditions set
forth in the Asset Purchase Agreement(s) submitted by the
Successful Bidder(s). The Sale Hearing may be adjourned or
rescheduled without notice other than by an announcement of
the adjourned date at the Sale Hearing.
Following the Sale Hearing approving the sale of the Business
to a Successful Bidder(s), if any such Successful Bidder
fails to consummate an approved sale because of a breach or
failure to perform on the part of such Successful Bidder, the
next highest or otherwise best Qualified Bid, as disclosed at
the Sale Hearing, may be deemed to be the Successful Bid and
the Seller may be authorized to effectuate such sale without
further order of the Bankruptcy Court.
(J) Return of Good Faith Deposit
The Good Faith Deposits of all Qualified Bidders shall be
retained by the Seller and all Qualified Bids will remain
open, notwithstanding Bankruptcy Court approval of a sale
pursuant to the terms of a Successful Bid by a Qualified
Bidder, until the earlier of 48 hours after the closing of
the sale of the Business or 30 days after the conclusion of
the Sale Hearing.
(K) Modifications
The Seller may:
(a) determine, in its business judgment, which Qualified
Bid, if any, is the highest or otherwise best offer,
(b) consult with the representatives of any official
committee or other significant constituent in
connection with the Bidding Process, and
(c) reject at any time before entry of an order of the
Bankruptcy Court approving a Qualified Bid, any bid
that, in the Seller's sole discretion, is:
(i) inadequate or insufficient,
(ii) not in conformity with the requirements of the
Bankruptcy Code, the Bidding Procedures, or the
terms and conditions of sale, or
(iii) contrary to the best interests of the Seller,
its estate and creditors.
At or before the Sale Hearing, the Bankruptcy Court, or
consistent with the purposes of the Bidding Procedures to
obtain the highest or otherwise best offer(s) for the
Business, the Seller, may impose such other terms and
conditions as it may determine to be in the best interests
of the Seller's estate, its creditors and other parties in
interest.
* * *
The Debtors also seek the Court's approval of the form of Asset
Purchase Agreement, which will contain usual and customary
terms, conditions, covenants, representations and warranties and
defaults that will be negotiated by the Debtors with the
Qualified Bidders. This standardized form, the Debtors suggest,
will make apple-to-apple comparisons of bids much easier on the
Company, its Committees, and the Court. (Comdisco Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-
0900)
COMMCO TECHNOLOGY: Bid4Assets to Auction Telecom Equipment
----------------------------------------------------------
Bid4Assets, Inc., a leading full-service asset disposition and
advisory services company, announced that it will auction assets
from Commco Technology, LLC. The sealed bid sale of wireless
telecom equipment will close Aug. 23. Interested bidders can
access the sale through the Bid4Assets Web site,
http://www.bid4assets.com
The Commco equipment is located in Las Vegas, and was originally
purchased from national telecommunications manufacturer P-Com.
The equipment includes digital microwave radio upload and
download links, sector antennas, remote terminals and related
monitoring equipment. More detailed information, including a
complete inventory list, is available online at
http://www.bid4assets.com.Interested bidders can contact
Bid4Assets with questions by calling (877) 427-7387 or by email
at service@bid4assets.com.
Commco Technology, LLC (d/b/a Broadstream Communications Corp)
is a Stamford, CT-based technology company which specializes in
outsourcing their broad spectrum, FCC-monitored, microwave/radio
frequency communication network to high tech firms. The company
filed for Chapter 11 bankruptcy protection in late 2000 in the
District of Connecticut -- Case #00-51488 AHWS. The presiding
judge is the Honorable Alan H. W. Shiff.
"Bid4Assets helps telecom and technology companies, like Commco,
determine the best way to maximize the return on the sale of
their assets by selling quickly and reaching a larger buyer base
for their assets," said Bid4Assets President Jim Russell. "This
is an ideal opportunity for CLECs, wireless carriers and other
companies to purchase the equipment they need at competitive
prices."
About Bid4Assets, Inc.
Bid4Assets, Inc., is a leading asset disposition and advisory
services company that sources assets from financial services
companies, government agencies, corporate restructurings and
private industry. Bid4Assets combines a centralized Internet
marketplace with essential offline solutions to sell financial
instruments, real estate, intangible property, personal property
and bankruptcy claims to a worldwide network of sophisticated
buyers more quickly and efficiently than traditional methods.
Since its launch in November 1999, Bid4Assets has conducted
nearly 7,000 transactions in all 50 states. The company is
located in Silver Spring, Md., phone (301) 650-9193, fax (301)
650-9194.
COMPANHIA ENERGETICA: S&P Affirms B+ Rating
-------------------------------------------
Standard & Poor's affirmed its single-'B'-plus rating on
Companhia Energetica de Sao Paulo (CESP). The rating has been
removed from CreditWatch with developing implications where it
was placed (concurrent with its initial rating assignment) on
March 7, 2001, due to its previously expected, imminent
privatization. The outlook is stable.
The rating reflects the stand-alone credit profile of CESP,
including the near-term financial uncertainties caused by
mandated power rationing and attendant loss of revenues.
In addition, CESP's rating reflects the following:
CESP has a high nominal debt service burden. High foreign
currency exposure, which could hurt earnings--CESP is exposed to
the fluctuating value of the real, in which it derives its
earnings; however, 81% of its debt is in foreign currencies (and
the company has no hedging policy in place). As a result of both
the high debt load and high use of foreign currency, funds from
operations interest coverage was low at 1.1 times for the fiscal
year-ending Dec. 31, 2000.
Fundamental uncertainties about the energy regulatory regime in
Brazil--Current low water conditions have resulted in an energy
shortage, which may result in additional financial stress for
CESP, a state-owned large generator, despite the fact that the
state of Sao Paulo has not asked CESP to modify its rates or
undertake additional investment to help ameliorate the impact of
the energy crisis. If distribution companies exercise "Annex 5"
of their initial contracts, generators (including CESP) would
have to pay distributors in cash for nearly 5% of their
contracted energy commitments (assured energy) per an Annex 5
calculation. These weaknesses are offset by the following
strengths:
CESP's generation sources are in good condition and have strong
availability rates. Prior to the energy crisis, CESP had always
generated more than its designated assured energy. A very tight
energy market meaning that, over the near term, CESP has a very
strong market for its energy. Brazil, in which more than 90% of
its installed capacity is hydroelectric, is experiencing a low-
water year. CESP participates in a risk-sharing mechanism
(relocation of energy mechanism-MRE) with all the other hydro
plants in the nation to minimize the risk of poor hydro
conditions occurring in any one hydrological basin. All of
CESP's generating plants are hydroelectric, and four stations
generating 98% of CESP's energy are located either within or
near the Paran River. While this mechanism has worked well in
the past, transmission interconnections are insufficient to
import energy to the southeast region, which is facing a severe
water shortage.
Currently, CESP provides power to the greater Sao Paulo
metropolitan area through its sales to four distribution
companies. Growth in electricity demand is high, as the city and
its environs continue to industrialize. In a liberalized market,
CESP will sell power to the entire south-southeastern market of
Brazil, which is still the most developed and rapidly growing
area in the country.
Outlook: Stable
The outlook reflects the indefinite postponement of
privatization by CESP's 74% owner (53% economic interest), the
state of Sao Paulo, as a result of Brazil's energy crisis. It
also reflects concerns regarding CESP's financial health due to
current rationing, and a potential continuation of rationing
in 2002. In addition, the weakening of the real further
exacerbates CESP's ability to service debt. However, Standard &
Poor's expects a reasonable resolution of the implementation of
Annex 5, and potential easing of stringent rationing
requirements in 2002 given interregional transmission upgrades,
emergency power additions, and hopefully, a return to normal
rainfall. As initial contracts expire, beginning in 2003, they
will be replaced with free market contracts and/or spot market
sales expected to be at more favorable rates.
COVAD COMMUNICATIONS: S&P Cuts Ratings To CC From CCC
-----------------------------------------------------
Standard & Poor's lowered its corporate credit and senior
unsecured debt ratings on Covad Communications Group Inc. to
double-'C' from triple-'C'. The ratings remain on CreditWatch
with negative implications.
The downgrade follows the company's announcement that it is in
negotiations with bondholders to exchange their $1.4 billion in
debt for cash and convertible preferred equity in conjunction
with its plans to file for bankruptcy in mid-August 2001.
Because the cash portion of the exchange is at less than full
value for the debtholders, at 19 cents per dollar for the face
amount of the accreted value of the debt, plus restricted cash
of $26.5 million to be provided to the 12.5% bondholders,
Standard & Poor's considers approval of such an exchange
agreement as a default. Therefore, on either the company's
bankruptcy filing or completion of the debt exchange at less
than par, the ratings on Covad will be lowered to 'D' and
removed from CreditWatch.
ENCOMPASS SERVICES: S&P Revises Outlook to Negative
---------------------------------------------------
Standard & Poor's affirmed its ratings on Encompass Services,
Inc. At the same time, Standard & Poor's revised its outlook to
negative from stable.
At June 30, 2001, Encompass had about $937 million in debt
outstanding.
The outlook revision follows the company's announcement that due
to weakness in the economy and reductions in capital spending in
the technology and telecommunications end-markets, Encompass now
expects EBITDA in the $297 million - $312 million range,
excluding special charges, compared with the company's May 2001
expectations of $348 million - $355 million. As a result, credit
protection measures will be stretched at the current ratings for
a longer period of time than previously expected.
The ratings on Encompass reflect the company's leading positions
in the mechanical, electrical, and janitorial services
industries, and a somewhat aggressive financial profile.
Houston, Texas-based Encompass is a leading participant in the
large, highly fragmented, and modestly capital-intensive
mechanical, electrical, and janitorial service industries. The
industry is tied in part to new commercial, industrial, and
residential construction, however, a healthy amount of sales is
derived from maintenance, repairs, and retrofits (MRR), which
help temper cyclically. During the first six months of 2001,
Encompass estimates that customers have cancelled or delayed
$850 million worth of projects, including $550 million from the
technology and telecommunications sectors. However, the backlog
remains relatively flat due to an increase in energy projects
and fair growth opportunities in the electrical contracting
market. Over time, industry growth prospects will be driven by
outsourcing and vendor rationalization, which are occurring in a
variety of North American markets. These trends should lead to
increased national account projects for the industry's largest
participants.
Encompass is the largest independent supplier of mechanical,
electrical, and janitorial services in North America. Although
the company is exposed to the cyclically of new construction,
Encompass generates more than 50% of its sales from MRR
services, providing a fair level of earnings stability. The
company benefits from a wide geographic presence, which enables
it to take advantage of the industry trends of outsourcing and
vendor rationalization. However, Encompass continues to
rationalize disparate business units acquired during the past
two years, particularly in the areas of management information
systems, purchasing leverage, cross selling, and implementing
standardized operating procedures. In future, Encompass is
expected to increase its MRR business from bundling facility
services with construction services, additional national account
exposure, and a modest acquisition program.
The financial risk assessment reflects the company's fair credit
protection measures. Cash flow benefits from modest fixed
capital and moderate working-capital needs, and a high variable
cost structure. For 2001, total debt to EBITDA and funds from
operations (FFO) to total debt are now expected to be about 3.2
times (x) and 13%, respectively, which are weak for the ratings.
However, in future, a focus on margin improvement and working-
capital management should enable the firm to generate a fair
amount of free cash flow, which is expected to be used primarily
for debt reduction, such that total debt to EBITDA strengthens
to the 2.5x-3.0x range, while FFO to total debt improves to the
20% area.
Outlook: Negative
A number of operating- and working-capital initiatives underway
should enhance free cash flow generation. In the intermediate
term, failure to strengthen the company's financial profile
through increased cash generation and debt reduction in a timely
manner could lead to lower ratings.
Ratings Affirmed, Outlook Revised To Negative
Encompass Services, Inc. Rating
Corporate credit rating BB
Senior secured debt rating BB
Subordinated debt rating B+
FINOVA: Equity Committee Taps Ibbotson Associates As Consultants
----------------------------------------------------------------
Pursuant to Sections 1102, 1103, 328 and 504 of the Bankruptcy
Code and Rules 2014, 2016 and 5002 of the Bankruptcy Rules, the
Official Committee of Equity Security Holders of The FINOVA
Group, Inc. Debtors ask the Court to authorize the Committee's
employment and retention of Ibbotson Associates, as valuation
consultants to the Committee, nunc pro tunc as of May 18, 2001,
the date on which the Committee resolved to retain Ibbotson as
its valuation consultants.
The Committee selected Ibbotson based upon, among other reasons,
Ibbotson's experience and knowledge in the field of business
valuation in Chapter 11 contexts, and in other areas of company
analysis related to this Chapter 11 case, including cost of
capital analysis and corporate structuring matters. The
Committee believes that Ibbotson is well qualified to advise and
assist it in the FINOVA proceeding.
Ibbotson has been retained by the Committee as valuation
consultants for the purposes of valuing the businesses of the
Debtors, assisting the Committee with other financial and
economic analyses related to the Debtors and coordinating with
the Committee's other advisors and representatives so that the
equity security holders of Finova are represented and informed
adequately and properly. Subject to the Court's approval,
Ibbotson will be available to testify on behalf of the Committee
before the Bankruptcy Court in connection with any proceedings
in which valuation is at issue.
Specifically, the valuation consulting services that Ibbotson is
expected to render to the Committee include the following:
(1) assess and evaluate the value of the Debtors' business
enterprises;
(2) analyze the financial operations of the Debtors from the
date of the filing of the Chapter 11 petitions;
(3) analyze the financial information of the Debtors prior to
the date of the filing of the Chapter 11 petitions;
(4) assist the Committee in its evaluation of cash flow and/or
other projections prepared by the Debtors and adjust
valuation reports accordingly;
(5) scrutinize the Debtors' cash disbursements on an ongoing
basis for the period subsequent to the filing of the Chapter
11 petitions and adjust valuation reports accordingly;
(6) analyze transactions with the Debtors' financing
institutions;
(7) assist the Committee in its consideration of any plan of
reorganization proposed by Finova or any other parties-in-
interest;
(8) assist the Committee with such other services as may
contribute to the confirmation of a plan of reorganization;
and
(9) perform any other services that Ibbotson or the Committee
may deem necessary in Ibbotson's role as valuation
consultants to the Committee, or that may be requested by
counsel or the Committee.
To the best of the Committee's knowledge, Ibbotson is a
"disinterested person," within the meaning of Sections 101(14)
and 101(31), as modified by Section 1103(b), of the Bankruptcy
Code.
The Committee understands that Ibbotson will seek compensation
from the Finova estate at its regular hourly rates for
consultants, analysts and others, and reimbursement of expenses
incurred on the Committee's behalf, subject to Court approval
after notice and hearing.
Subject to the Court's approval, Ibbotson will charge for its
valuation consulting services on an hourly basis in accordance
with its ordinary and customary hourly rates, subject to
adjustments, and for its out-of-pocket disbursements incurred in
connection the service. The current range of hourly rates,
subject to periodic adjustment, charged by Ibbotson is:
Roger Ibbotson, Ph.D. $1,000
Michael Annin, CFA 500
Consultants and Analysts 200
The Committee and Ibbotson presently anticipate that consultants
and analysts will be principally involved in this matter on
behalf of the Committee, working at hourly rates of $200. Senior
Analyst Michael W. Barad will serve as the project manager for
this matter. His current hourly rate is $200. From time to time,
Dr. Ibbotson, Chairman and Founder of Ibbotson Associates, and
Michael Annin, CFA, will assist in connection with this matter.
Dr. Ibbotson and Mr. Annin are anticipated to work on this
matter as required. In the event expert witness testimony is
needed, Dr. Ibbotson will serve as the expert witness.
Dr. Ibbotson advises that Ibbotson Associates focuses on
assisting the financial community by serving as a single-source
provider of investment knowledge, expertise and technology.
The business of Ibbotson Associates is divided into two primary
areas: retail products and consulting services. On the retail
side, Ibbotson Associates provides a variety of products related
to the fields of asset allocation and business valuation. The
bulk of these products are software, presentation materials and
financial publications. The consulting services business of
Ibbotson Associates concentrates on asset allocation consulting
and valuation consulting. In limited cases Ibbotson Associates
also performs related research projects for its consulting
clients.
Many of the entities directly or indirectly involved in the
Finova bankruptcy (including some of the non-Debtor Finova
entities, numerous lenders and a host of securities holders)
have purchased retail products produced by Ibbotson Associates.
Dr. Ibbotson assures that, if further disclosure about the
retail customers of Ibbotson Associates is required, Ibbotson
will provide such information upon request.
Among the consulting clients of Ibbotson Associates are numerous
lenders, security holders, lessors/property managers and
customers of FINOVA. Some of the professionals and investment
bankers involved with the FINOVA bankruptcy have retained
Ibbotson Associates for consulting services, too. Dr. Ibbotson
declares that, to the best of his knowledge, none of the
consulting projects are related to the FINOVA bankruptcy
restructuring. Many of these assignments, Dr. Ibbotson advises,
have been completed, some recently, while a number of them
constitute ongoing projects.
Dr. Ibbotson reveals that his firm has completed assignments for
or currently is engaged as a consultant for these clients:
Name Status re Finova Status of proiect
---- ---------------- -----------------
Bank of Montreal Lender Recently completed
Goldman Sachs Lender Recently completed
Credit Partners L.P. Known Bondholder
Aegon USA Known Bondholder Recently completed
Alliance Capital Known Bondholder Currently underway
American Express Known Bondholder Recently completed
Citigroup Known Bondholder Currently underway
Investments
(Travelers)
ING Barings Known Bondholder Currently underway
Merrill Lynch Known Bondholder Recently completed
Metropolitan Life Known Bondholder Currently underway
New York Life Known Bondholder Recently completed
Insurance Company
Prudential Known Bondholder Recently completed
Transamerica Known Bondholder Currently underway
Phoenix Home Life Private loan party Currently underway
Mutual Insurance Co.
Goldman Sachs & Co. Investment banker Recently completed
Merrill Lynch & Co. Investment banker Currently underway
Morgan Stanley Investment banker Currently underway
Dean Witter
Conseco Finance Corp. Leasor/Property Mgr. Recently completed
Ernst & Young Independent auditors Recently completed
Accounting advisors &
Tax consultants to
Debtors
Rothschild, Inc. Financial advisor to Recently completed
Equity Committee
Some of the professionals and investment bankers involved with
the Finova bankruptcy have retained Ibbotson Associates for
consulting services, too. None of the consulting projects are
related to the Finova bankruptcy restructuring, Dr. Ibbotson
represents.
Dr. Ibbotson reveals that he and his firm have worked with
Committee counsel Anderson Kill on behalf of mutual clients in
matters completely unrelated to the Finova bankruptcy.
Specifically, Dr. Ibbotson and Ibbotson Associates served as
consultants and/or expert witnesses for a number of clients that
retained Anderson Kill as their legal counsel. The involvement
of Dr. Ibbotson and Ibbotson Associates in all of these cases
has been concluded, and the cases themselves are concluded or
substantially completed at this point, Dr. Ibbotson advises the
Court. Other than the Finova case, Ibbotson Associates and
Anderson Kill currently are not cooperating on any projects.
Roger Ibbotson, the founder and Chairman of Ibbotson Associates,
serves as an independent director of each family of funds
managed by Dimensional Fund Advisors ("DFA"), one of the twenty
largest stockholders of Finova as well as a member of the
Official Committee of Equity Security Holders. These funds are
grouped as:
* DFA Investment Dimensions Group Inc.,
* Dimensional Investment Group Inc.,
* The DFA Investment Trust Company and
* Dimensional Emerging Markets Value Fund Inc.
DFA is the management company for these funds, but Dr. Ibbotson
is not a member of its board of directors. Dr. Ibbotson's role
as an independent fund family director includes representation
of the fund shareholders and approval of fund expenses and fund
activities. Dr. Ibbotson historically has not played any direct
role in the day-to-day operations of DFA or the funds and does
not do so at present. Moreover, he was not involved in any of
DFA's decisions regarding any DFA fund's investment in FINOVA.
Nor will he play any such role in the future with respect to
DFA's stake in FINOVA, Dr. Ibbotson indicates.
In his affidavit presented to the Court, Dr. Ibbotson declares
that, except as revealed in his affidavit, neither he nor any
principal officer of Ibbotson Associates, insofar as he has been
able to ascertain, has had or presently has any meaningful
connection with Finova or any of the other Debtors, their
creditors, or any other party in interest, their respective
attorneys and accountants, the United States Trustee or any
person employed in the Office of the United States Trustee in
the matters upon which Ibbotson is to be engaged.
Ibbotson and its principal officers, Dr. Ibbotson states, are
disinterested persons as such term is defined at 11 U.S.C.
section 101(14), and do not represent or hold any interest
adverse to the Debtors or their estates.
Dr. Ibbotson assures that, in the event that a conflict or
possible conflict is identified in the future, such matter will
be handled by other valuation consultants. As such further or
other conflicts become manifest, Ibbotson shall make same known
to the court and parties. (Finova Bankruptcy News, Issue No. 11;
Bankruptcy Creditors' Service, Inc., 609/392-0900)
GRG INC.: Files Chapter 11 Petition In Tampa, Florida
-----------------------------------------------------
GRG, Inc. (Pink Sheets: GRGI) has filed a voluntary petition for
relief under chapter 11 of the Bankruptcy Code in order to
facilitate a financial restructuring. The Company filed the
petition on August 7, 2001 in the United States Bankruptcy Court
in Tampa, Florida, Judge Alexander Paskay residing.
GRGI said that management elected to pursue a chapter 11
reorganization so that it can attempt to restructure operations
and evaluate new business opportunities. The Company has
requested bankruptcy court approval for a post-petition
borrowing which will allow it to have access to fund its ongoing
business expenses.
The Company intends to evaluate new business opportunities.
After identification of such opportunities, it intends to
develop and file a plan of reorganization.
GRGI said that its performance in recent years has been
adversely affected due to intense competition in the
telecommunications industry and the other factors which have
adversely effected that industry. GRGI has terminated operations
and believes that a reorganization under chapter 11 will
facilitate the Company's efforts to redirect its focus. The
Company said it expects to complete its reorganization and
emerge from a chapter 11 as a stronger, more viable entity.
GRG INC.: Chapter 11 Case Summary
---------------------------------
Debtor: GRG, INC.
dba Global Resources Group
111 2nd Ave., NE, Suite 1403
Saint Petersburg, FL 33701
Chapter 11 Petition Date: August 7, 2001
Court: Middle District of Florida (Tampa)
Bankruptcy Case No.: 01-14753
Judge: Alexander L. Paskay
Debtor's Counsel: Scott A. Stichter, Esq.
813-229-0144
110 Madison Street, Suite 200
Tampa, FL 336024700
ICG COMMUNICATIONS: Rejects 5 Telecommunications Leases
-------------------------------------------------------
ICG Telecom Group, Inc., ICG Choicecom, and ICG NetAhead, Inc.,
ask that Judge Walsh permit them to reject 5 leases of
commercial real property used for telecommunications sites. The
Debtors say they have determined that these sites are not
necessary to their ongoing operations, but nonetheless remain
currently obligated under these respective leases and/or
executory contracts. In the Debtors' business judgment, it is
no longer necessary or in the Debtors' best interests to
maintain these sites. The rent and other expenses due under
these agreements constitute an unnecessary drain on the Debtors'
cash flow. The rent and expenses for the leases and contracts
included in this Motion total approximately $35,650.64 per
month. By rejecting these leases and/or contracts, the Debtors
can minimize administrative expenses.
Moreover, the Debtors do not believe that they can obtain any
value for the leases and/or contracts by assignment to third
parties, so that rejection of these leases/contracts is in the
estates', the creditors' and the interest holders' best
interests.
The Debtors seek to cause the rejection to be effective as of
the date of the filing of this Motion and waive any right to
withdraw the Motion. As of the filing of the Motion, the
Debtors have sent a letter to each landlord or contracting party
stating, among other things, that the premises are abandoned.
The keys to such premises have been returned by separate letter
or by hand delivery.
The leases to be rejected are:
Address Lessor Lessee/Debtor
------- ------ -------------
5375 Mira Sorrento WCB Five LP ICG Telecom Group,
Suite 500 c/o PM Realty Group Inc.
San Diego, CA 92121 5375 Mira Sorrento
Place, Ste. 290
San Diego, CA 92121
2100 West Loop South Ashford Loop Assoc. ICG Choicecom
Suites 400 & 700 3030 LBJ Freeway
Houston, TX Suite 1000
Dallas, TX
517 4th Street FBM Properties ICG Telecom Group,
Louisville, KY 333 Guthrie Inc.
Louisville KY
400 Washington St. Crown Life Insur. ICG NetAhead, Inc.
Suite 1203 400 Washington St.
Reading, PA Suite 600
Reading, PA
309 Soquel Avenue Soquel Ave. Devel. ICG NetAhead, Inc.
Santa Cruz, CA 315 Soquel Avenue
Santa Cruz, CA
Persuaded by these arguments, Judge Walsh grants the Motion in
all respects. (ICG Communications Bankruptcy News, Issue No. 8;
Bankruptcy Creditors' Service, Inc., 609/392-0900)
JONES MEDIA: Liquidity Concerns Trigger Ratings Downgrade To CCC
----------------------------------------------------------------
Standard & Poor's lowered its ratings on Jones Media Networks
Ltd. The current outlook is negative.
The downgrade reflects a sharp decline in the company's
operating performance and heightened concern about the company's
lack of liquidity and financial flexibility.
Jones Media's EBITDA for the second quarter and the first half
of 2001 declined 57% and 74%, respectively, on a year-over-year
basis. Operating weakness is evident in each of the company's
segments including its core network radio and cable programming
operations, which comprise more than 90% of revenue and a strong
majority of EBITDA prior to general and administrative expenses.
Factors contributing to the poor performance are the weak
economy and related drop in advertising expenditures; increased
investments in new programming, marketing, and distribution that
have not yielded cash flow benefits; and the continued
deterioration of results from the company's joint venture in the
Product Information Network. Also, the profits from high margin
but noncore satellite operations are down significantly due to
the reduced number of contracts. EBITDA to interest is
fractional on a trailing 12-month basis and debt to EBITDA is
high and increasing as profitability wanes. No improvement is
expected in the near term and the company anticipates that
third-quarter EBITDA, excluding internet ad sales operations
(which are being discontinued), will drop 58% compared with the
previous year.
The substantial decline in profitability should produce
increasing discretionary cash flow deficits that will strain the
company's already limited liquidity. In addition, nearly half of
the $12.2 million in cash, cash equivalents, and available-for-
sale securities on hand at June 30, 2001, was used to make the
$5.9 million coupon payment due on July 1, 2001. Although
management is confident that its existing liquid assets will be
sufficient to cover its needs through the scheduled debt coupon
payment due on January 1, 2002, the company has little margin
for error given its weak operations and liquidity. In light of
the difficult operating environment, the company is cutting
costs, reducing capital expenditure plans, eliminating certain
unprofitable and nonstrategic programs, and renegotiating
certain cable distribution agreements while investing in new
programming and increased distribution. The company is also
exploring strategic partnerships for additional programming,
distribution, and capital.
Outlook: Negative
A sharp decline in profitability and very limited financial
resources will make it difficult for the company to fund its
operating needs and financial obligations over the near term.
Continued negative pressure on the ratings is likely unless
operations and liquidity improve materially.
Ratings Lowered
Jones Media Networks Ltd. To From
Corporate credit rating CCC B
Senior secured debt CCC B
JOY GLOBAL: S&P Rates New $350 Million Bank Facility At BB
----------------------------------------------------------
Standard & Poor's assigned its double-'B' corporate credit
rating to Joy Global Inc.
At the same time, Standard & Poor's assigned its double-'B'
rating to the company's new $350 million revolving credit
facility. The facility consists of a $250 million, four and a
half-year revolving credit facility, and a $100 million, four
and a half-year term loan.
In addition, Standard & Poor's assigned its double-'B'-minus
rating to the company's new $110 million senior unsecured notes
due 2006.
The outlook is stable.
The ratings on Joy reflect the company's entrenched position in
the highly cyclical mining machinery market, offset by a
moderately aggressive financial profile.
Milwaukee, Wis.-based Joy is the world's leading producer of
both underground and surface mining equipment. Through its P&H
Mining Equipment and Joy Mining Machinery divisions the company
manufactures electric mining shovels, draglines, blast hole
drills, and complete longwall and continuous mining systems.
Demand for new equipment can vary sharply, tied to capital
expenditure programs for production of coal, copper, iron ore,
and other metals and minerals. As a result of improving industry
fundamentals in coal, new machine sales are expected to rise
from unusually depressed levels. A significant portion of the
company's revenues comes from the relatively stable aftermarket
for parts and service, which somewhat improves cash flow
stability. There are very few equipment suppliers and Joy enjoys
substantial market shares for its products. The company's large
installed base of machines worldwide supports ongoing
aftermarket demand.
As a result of the emergence from bankruptcy on July 12, 2001,
Joy's capital structure is moderately leveraged, with total debt
to EBITDA in the 2.8 times (x) area and interest coverage around
3.8x. However, credit protection measures are expected to vary
widely due to a very volatile end-market demand. To help offset
wide swings in financial performance, management continues to
focus on the relatively more stable aftermarket parts business.
It is expected that in the near term, management will emphasize
debt reduction. In the longer term, the company is expected to
make niche product line acquisitions. Currently Joy has decent
financial flexibility with about $69 million in availability on
its $250 million revolving credit facility.
Joy's senior secured credit facility is rated the same as the
corporate credit rating. The company's cash flows were
significantly discounted to simulate a default scenario and
capitalized at an EBITDA multiple reflective of the market.
However, based on Standard & Poor's simulated default scenario,
it is not clear that the distressed enterprise value would be
sufficient to permit full recovery of a fully drawn facility.
Outlook: Stable
Relatively stable aftermarket demand is expected to help
mitigate cash flow declines during downturns in demand for new
machines. An expected moderately aggressive financial profile
will restrict upside ratings potential.
KULICKE & SOFFA: S&P Assigns B- Rating to Convertible Notes
-----------------------------------------------------------
Standard & Poor's assigned its single-'B'-minus rating to
Kulicke & Soffa Industries Inc.'s $100 million convertible
subordinated notes due 2006 and affirms its single-'B'-plus
senior unsecured and corporate credit ratings.
The outlook is negative.
The ratings reflect Kulicke & Soffa's good position in the
semiconductor capital goods industry, offset by very volatile
sales and earnings. The company is currently experiencing
depressed operating profitability and weak debt protection
measures, due to constrained market conditions for the company's
semiconductor assembly equipment.
Revenues declined 35% for the nine months ended June 30, 2001,
from $437 million in the year-earlier period, and the company
reported a net loss of $32 million, compared to net income of
$73 million in the year-earlier period.
The company expects weak market conditions to continue through
at least the balance of the calendar year and, recognizing these
conditions, has implemented significant cost-reduction actions.
Through acquisitions, the company has added semiconductor
testing equipment components, a less volatile consumables
business, to its product mix. This unit generated $91 million in
revenues in the nine months ended June 2001, somewhat offsetting
its highly volatile equipment business. Even at currently
declining revenue levels, Standard & Poor's expects positive
EBITDA, with ongoing modest sequential improvement as market
conditions stabilize and cost-reduction initiatives take effect.
EBITDA interest coverage is expected to exceed 1.5 times.
Ratings assume cash generation from operations and balance sheet
improvements will fund working capital and capex requirements
over the near term.
Proceeds from this debt offering coupled with about $132 million
of cash and investments, should provide adequate liquidity to
meet the company's needs over the near term.
Outlook: Negative
If Kulicke & Soffa's financial profile weakens materially,
ratings will be lowered.
LOEWEN GROUP: Enters Into First Union Pledge Agreement
------------------------------------------------------
As previously reported, on May 9, 2000, the Court approved The
Loewen Group, Inc.'s entry into a $100 million replacement DIP
Financing Facility with First Union. The Debtors made no
borrowings under the DIP Financing Facility, but First Union at
the Debtors' request issued several letters of credit, including
a letter of credit under which First Union was the beneficiary,
under the facility.
In addition to its former status as the lender under the DIP
Financing Facility, First Union provides cash management
services to LGII and the other Debtors.
On June 30, 2001, the DIP Financing Facility expired in
accordance with its terms. The Debtors have not replaced the DIP
Financing Facility because they believe that their existing
cash, together with cash flow from operations, will be
sufficient to satisfy their near-term obligations.
In light of the expiration of the DIP Financing Facility, LGII
agreed to replace the First Union LC by pledging $3 million in
cash collateral pursuant to a Pledge Agreement dated June 2001.
Prior to the parties' entry into the Pledge Agreements, LGII's
obligations to fund First Union in respect of those cash
management services were secured by $10 million in face amount
of letters of credit, including (a) a $5 million letter of
credit issued by the Bank of Montreal to First Union under the
Debtors' prepetition revolving credit facility (the "BMO LC")
and (b) a $5 million letter of credit issued by First Union
under the DIP Financing Facility (the "First Union LC").
Upon the parties' entry into the Pledge Agreement, the First
Union LC was canceled.
The principal terms and conditions of the Pledge Agreement are
as follows:
(1) LGII granted to First Union a security interest in an
account maintained at First Union subject to a Deposit
Agreement and all funds deposited in the Account.
(2) LGII will maintain a $3 million Minimum Balance in the
Account at all times through and including the date on
which First Union ceases to provide cash management
services to LGII. If the BMO LC is cancelled or amended to
change the beneficiary or the face amount of the BMO LC,
or if the BMO LC expires and is not replaced by a letter
of credit in a form and original face amount acceptable to
First Union, the Minimum Balance will increase to $8
million.
(3) Only First Union has the ability to withdraw, or direct
the withdrawal of, the Funds from the Account. The Account
will be maintained in the name of First Union or as
otherwise directed by First Union.
(4) Any interest earned on the Funds will be remitted on a
quarterly basis to LGII.
(5) First Union may offset and charge the Account, or any
other accounts maintained by LGII or its affiliates at
First Union (collectively, the "Other Accounts"), for any
items deposited in the Other Accounts that are returned
for any reason or otherwise not collected. First Union may
offset and charge the Account or the Other Accounts for
all customary charges, fees, expenses and other items
normally chargeable by First Union to accounts.
(6) In the absence of gross negligence or willful misconduct
on the part of First Union, LGII will bear all risk of
loss associated with the Account and the Other Accounts.
(7) Except in the event of First Union's gross negligence or
willful misconduct, LGII will indemnify First Union and
its officers, directors, employees, agents and attorneys
(collectively, the "Indemnified Parties") for any
liability that the Indemnified Parties incur as a direct
result of (i) First Union's entry into the Pledge
Agreement or (ii) First Union's provision of cash
management services to LGH. First Union will not be liable
for special, indirect, exemplary, consequential or
punitive damages.
The Debtors find that the cash management services provided by
First Union enable LGII and the other Debtors to manage their
cash management functions in an efficient manner and benefit the
Debtors' estates. To maintain such services, the Debtors would
need to pledge the $3 million in cash collateral First Union has
indicated that absent this, it would not continue to provide
cash management services and LGII has concluded that it would be
unable to obtain comparable cash management services from
another financial institution on an unsecured basis.
Accordingly, the Debtors seek the Court's nunc pro tunc approval
of its entry into the Pledge Agreement and certain related
agreements and documents. (Loewen Bankruptcy News, Issue No. 43;
Bankruptcy Creditors' Service, Inc., 609/392-0900)
LOG ON AMERICA: Seeks Review Of Nasdaq's Delisting Determination
----------------------------------------------------------------
Log On America, Inc. (Nasdaq: LOAX) requested a formal, in
person hearing before the Nasdaq Listing Qualifications Panel to
review the staff determination.
The company received a Nasdaq staff determination indicating
that the company failed to comply with the minimum bid price
requirements for continued listing set forth in marketplace rule
4450(a)(5) and therefore, the securities are subject to
delisting from the Nasdaq National Market.
After a complete review of the company's position, there can be
no assurance the panel will grant the company's request for
continued listing.
The request for a formal hearing stays the delisting of the
company's securities pending the panel's decision. No hearing
date has yet been scheduled.
David R. Paolo, Log On America's Chairman and CEO stated, "We
intend to maintain our common stock on the Nasdaq National
Market. If Nasdaq delists our common stock from the National
Market, we will attempt to have our common stock listed on the
Nasdaq Small Cap Market or on another exchange."
About Log On America
Log On America is a full service provider of end-to-end business
communication technologies. We deliver a unique end-to-end
customer experience from consultation through professional,
managed services. Our core services include: Business Telephone
& Voicemail Systems, High-speed Internet Access, Website
Creation & Hosting, Integrated Voice & Data Services, Server
Collocation, Niche ASP Applications, Managed Service Level
Agreements, and Network Consultancy, Architecture and
Implementation (LAN,WAN,VPN). Our expertise lies in a wide array
of business communication services all of which may be
customized and scaled to the specific needs of your business
today and in the future.
LORAL SPACE: S&P Junks Ratings And Says Outlook Is Negative
-----------------------------------------------------------
Standard & Poor's lowered its ratings on Loral Space &
Communications Ltd. (Loral) and Loral Cyberstar Inc.
(Cyberstar), which is a wholly subsidiary of Loral.
The outlook on Loral and CyberStar is negative.
At the same time, Standard & Poor's affirmed its ratings on
Satelites Mexicanos S.A. de C.V. (Satmex; see list), which is
47% owned by Loral. The outlook on Satmex is also negative.
The downgrade of Loral is based on second quarter 2001 operating
results, which indicate the company's continued tight liquidity,
leveraged capital structure, and weaker-than-expected
performance at its satellite manufacturing business. The
downgrade of CyberStar reflects its large debt burden, limited
liquidity, and pending cash-pay obligations on the full amount
of debt in 2002.
The performance of Loral's satellite manufacturing business was
weaker than expected in the second quarter, and the company
reduced its revenue guidance for the year to $800 million from
$1 billion. The segment's already thin margins are also being
pressured further. Economic weakness is having an impact on the
timing of new contracts. As of Aug. 8, 2001, only one contract
had been booked, although the company has received authorization
to proceed on three and still expects to book at least six
contracts in 2001. EBITDA during the quarter decreased to $16
million from $25 million for the same period in 2000.
Loral's satellite leasing business (FSS) continues to perform
well and is the primary cash flow producer and growth engine for
the company. FSS is a relatively stable business, characterized
by high margins and long-term contracts. Demand for satellite
space is mixed across different regions and frequencies, but the
company is experiencing general price stability. Capacity
utilization has risen to about 73%, which excludes its
Europe*Star joint venture, which has gotten off to a slow start.
EBITDA for the fixed satellite division for the six months ended
June 30, 2001, was $90 million, and EBITDA margins rose to 67%.
This includes cash flows from Satmex and CyberStar, which are
not upstreamed to Loral.
CyberStar is a wholly owned subsidiary of an intermediate
holding company of Loral and represents the former Orion Network
Systems Inc., which was acquired in 1998. This entity contains
three satellites and houses most of Loral's data businesses,
which are not yet profitable. CyberStar had about $1 billion of
debt at June 30, 2001, half of which is non-cash pay but begins
paying cash in July 2002. Loral does not guarantee the debt.
Loral, excluding CyberStar, is highly leveraged and has limited
financial flexibility. Also, the company has refinancing risk,
as its revolving credit facility is due in November 2002. At
June 30, 2001, cash and available credit was about $277 million,
a slight improvement from the end of the first quarter. The
company continues to explore asset sales to enhance liquidity.
Debt levels were about $1.5 billion, excluding $1.0 billion of
non-recourse debt at its CyberStar subsidiary.
Outlook (Loral Space & Communications Ltd.): Negative
Despite solid performance at the FSS business, credit protection
measures remain weak and refinancing risk exists in 2002.
Ratings will be lowered if the company's liquidity and cash flow
coverage of interest expense do not improve over the next few
quarters.
Ratings Lowered
Loral Space & Communications Ltd. To From
Corporate credit rating B B+
Senior unsecured debt CCC+ B-
Preferred stock CCC CCC+
Loral CyberStar Inc.
Corporate credit rating CCC CCC+
Senior unsecured debt CCC CCC+
Ratings Affirmed
Satelites Mexicanos S.A. de C.V. Rating
Corporate credit rating B+
Senior secured bank loan B+
Senior unsecured debt B-
MARINER POST-ACUTE: Rejects APS Office & Warehouse Lease
--------------------------------------------------------
As previously reported, in or around January 2001, due to
increasing operating losses and a lack of interest in the APS
Edison business from potential acquirers of APS, APS' management
determined that it would be in the best interests of its estates
and creditors to discontinue its APS Edison operations.
In line with this, Mariner Post-Acute Network, Inc. sought and
obtained bankruptcy court authority to reject a lease by and
between Center Realty, L.P. (the landlord) as lessor, and APS,
as lessee, relating to office and warehouse space at 280
Fernwood Avenue, Edison, New Jersey.
Until recently, APS used the leased space to run a pharmacy
dispensing, IV therapy, and Medicare Part B business (APS
Edison). As a result of the discontinuance of the APS Edison
operations, the space only housed a skeletal staff to handle
billing and to manage the remaining Medicare Part B inventory.
Eventually, APS decided to vacate the leased premises no later
than July 30, 2001.
APS believes that the lease will expire by its own terms on July
31, 2001. However, out of an abundance of caution, APS desires
to reject the lease effective as to July 30, 2001 to limit any
potential claims exposure APS might have under the Lease.
(Mariner Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 609/392-0900)
MCWATTERS MINING: Construction on Val-d'Or Project Now Underway
---------------------------------------------------------------
McWatters reports that all necessary approvals for the
relocation of a portion of Highway 117 in Val-d'Or, Quebec, have
been received and construction is now underway. The relocation
of this portion of Highway 117 is significant to McWatters as it
will provide access to large open pit ore reserves at its Sigma-
Lamaque Complex.
The financing of the relocation project was made possible under
the Canada-Quebec infrastructure Work Program. The total cost of
the project is anticipated to be approximately $7.1 million, of
which $4.4 million will be funded by a grant from the Quebec
government and $2.2 will be funded by a grant from the Federal
government. McWatters contributed the remaining $500,000 by
funding construction plans, layouts and studies required to
begin the construction work. The relocation project is being
carried out under the management of the Town of Val-d'Or.
McWatters is continuing discussions with various parties in
connection with its pending CCAA reorganization and the
resumption of its Sigma-Lamaque Operation. Claire Derome,
President and Chief Executive Officer of McWatters stated:
"McWatters will require significant capital and commitments to
revive the Sigma-Lamaque Operation, to satisfy its current
obligations and implement a reorganization plan that will permit
the Company to emerge as a well capitalized going concern. While
it is still early to forecast when we might be in a position to
file our plan, we are encouraged by the level of interest and
co-operation we have received from involved parties".
On August 9, 2001, McWatters was granted an extension of time
until October 12, 2001 for the filing of a plan of arrangement
under the Companies Creditors Arrangement Act ("CCAA").
As to McWatters' Kiena Complex, the Company has prepared and
presented an advanced exploration program to the Ministry of
Natural Resources of Quebec. McWatters believes its program was
well received by the Ministry and hopes that once its mining
operations are back to normal, it will be in a financial
position to proceed with the Kiena exploration program. This
program will test targets close to actual workings and, if
successful, could extend the Kiena mine life well beyond 2002.
During the official ceremony marking the beginning of the road
relocation work, Mrs. Derome expressed how much "McWatters
appreciates the patience and strong support it has received from
its employees during this difficult period. McWatters also
commends the numerous government representatives and agencies at
the provincial and federal level as well as the Town of Val-d'Or
for their continuous support; more precisely the key roles
played by the Ministry of Transport of Quebec and its minister
Mr. Guy Chevrette, and the Ministry of Natural Resources of
Quebec and its minister, Mr. Jacques Brassard, without whose
support, the Highway 117 relocation project could not have come
to a conclusion".
Restarting the Sigma-Lamaque open pit operation is critical not
only for McWatters and its 300 employees, but also for the
continued economic well being of Val-d'Or and the Abitibi
region. Based on the support that McWatters has received to
date, management is hopeful that it will soon be in a position
to present a viable plan of reorganization and, with the co-
operation of all stakeholders, resume all its mining operations
on a profitable basis.
Profile
McWatters is an important Canadian gold producer, with reserves
of 1.7 million ounces of gold and total resources of 6.8 million
ounces of gold. McWatters is also involved in developing an
extensive portfolio of exploration properties.
MCWATTERS MINING: Reports Second Quarter And Six Month Losses
-------------------------------------------------------------
For the second quarter ended June 30, 2001, McWatters reported a
mine operating income of $1,678,000, compared to $35,000 for the
same period of 2000. This mine operating income was impaired by
standby cost at the Sigma-Lamaque Complex as well as financial
costs totalling $1,296,000 resulting in an operating loss of
$543,000. For the second quarter ended June 30, 2001, McWatters
recorded a net loss of $832,000 or $0.02 per share on revenues
of $9.4 million, compared with a restated net loss of $1.6
million of $0.03 per share on revenues of $16.5 million for the
second quarter of 2000. The net loss for the first six-months of
2001 amounted to $3.8 million of $0.06 per share, compared with
a restated net loss of $1.2 million or $0.03 per share for the
same period of 2000.
Funds generated from operations, before net changes in non-cash
working capital items, were negative at $54,000 or $0.00 per
share during the second quarter of 2001, compared with restated
funds of $193,000 or $0.00 per share for the same period in
2000. Funds generated from operations before net changes in non-
cash working capital items totalled $371,000 or $0.00 per share
during the first six months of 2001, compared with $1.7 million
or $0.02 per share in 2000.
In the fourth quarter of 2000, the Company changed its
accounting policy related to the depletion of fixed assets and
also its policy with respect to the impairment evaluation of its
non-producing mining properties. These new accounting policies
were applied retroactively with financial statements for the
first three quarters of 2000 being restated to reflect these
changes.
During the second quarter, McWatters sold its gold production
for an average price of US$285 per ounce, compared with US$289
per ounce for the same period last year. For the first six
months, the Company received an average price of US$279 per
ounce for its gold production, compared with US$298 in 2000.
Operating Results
Gold production for the second quarter of 2001 totalled 20,638
ounces at cash operating costs of US$194 per ounce. Gold
production was exclusively from the Kiena Complex following the
shutdown of the Sigma-Lamaque Operation in February 2001. For
the same period in 2000, McWatters produced 38,396 ounces of
gold at cash operating costs of US$248 per ounce. Production for
the first six month period stood at 48,942 ounces of gold at
cash operating costs of US$229 compared to 79,911 ounces at cash
operating costs of US$242 per ounce in 2000.
Outlook
On February 14, 2001, McWatters was granted protection under the
Companies' Creditors Arrangement Act ("CCAA") to permit a
financial restructuring process. The protection offered by CCAA
will enable the Company to restructure its overall business
operations and find a solution to its current financial
difficulties.
On August 9, 2001, McWatters was granted an extension of time
until October 12, 2001 for the filing of a plan arrangement
under the Companies Creditors Arrangement Act.
The resumption of operations at the Sigma-Lamaque Complex and
the continuation of operations at the Kiena Complex will require
additional capital to complete, in particular, the expansion at
the Sigma-Lamaque Complex. Until such time as McWatters obtains
this additional capital, the Company will not be in a position
to resume its operations at the Sigma-Lamaque Complex and may be
required to permanently cease all of its operations.
The quality of its mining assets, particularly the vast
potential of the Sigma-Lamaque open pit operation, provides some
optimism that the financial restructuring will be successful.
All efforts will be made to arrive at a final solution that will
serve the best interests of all parties, including our
shareholders, our creditors and our employees.
NETIA HOLDINGS: S&P Places B+ Ratings on Credit Watch Negative
--------------------------------------------------------------
Following a review of Poland-based fixed-line telecommunications
operator Netia Holdings S.A. (Netia), Standard & Poor's placed
its single-'B'-plus long-term corporate credit ratings on Netia
on CreditWatch with negative implications. At the same time, the
ratings on related entities were also placed on CreditWatch with
negative implications. The rating actions reflect the extreme
weakness of Netia's liquidity, allied to considerable
uncertainty about the company's ability to secure further
capital. See list below for all ratings affected.
Netia's ratings assume that shareholders in general, and 48%
shareholder Telia AB (AA/Negative/A-1+) in particular, will
continue to be financially supportive of the company. Given the
extreme weakness of Netia's share and bond prices, it is
probable that shareholders represent the company's only possible
source of additional capital at this stage.
There is uncertainty at present regarding shareholder intentions
toward the provision of further capital to close Netia's funding
gap. If it becomes apparent that Netia shareholders, including
Telia, are no longer financially supportive, Netia's ratings are
likely to be lowered below the single-'B' category.
Ratings Placed On CreditWatch With Negative Implications
Ratings
Netia Holdings S.A.
Long-term corporate credit ratings B+
Netia Holdings B.V.
Senior unsecured debt B+
(Guaranteed by Netia Holdings S.A.)
Netia Holdings II B.V.
Senior unsecured debt B+
(Guaranteed by Netia Holdings S.A.)
OWENS CORNING: Court Okays Sale Of AOCH Interests To Alcopor
------------------------------------------------------------
Owens Corning sought and obtained an Order from the Bankruptcy
Court:
a) approving a sale agreement and authorizing the Debtors to
enter into transactions of the sale agreement, to compromise
certain matters related and to execute all documents and
take all other actions that may be reasonably necessary or
appropriate to effectuate the transfers and transactions
contemplated in the sale agreement;
b) providing that the Debtors' rights under the agreements,
documents and other instruments contemplated constitute
legal and binding obligations, enforceable by or against the
Debtors in accordance with their terms and applicable non-
bankruptcy law as long as the Debtors' Chapter 11 case
remain open, any claim against the Debtors arising from the
sale agreement will constitute an administrative expense;
c) finding that in consummating the transactions contemplated
by the sale agreement, the Debtors received fair
consideration and reasonable equivalent value;
d) releasing and discharging the Debtors and its subsidiaries
and affiliates from all actions, claims, demands, rights &
remedies, now existing or hereafter arising of Credit Suisse
First Boston as agent and lender, and the lenders listed in
the Owens Corning Credit Agreement, together with their
successors and assigns and any other party participating in
any lender's interest thereunder, relating to the Credit
Agreement; provided however, to the extent that prior to
October 10, 2000 Barclays PLC OR KBC Bank N.V. asserted the
purported right to setoff or recoup funds in the accounts of
the Alcopor related companies and imposed and, as date
thereof, maintains administrative freeze thereon, the
foregoing release shall not apply to the funds currently
subject to such administrative freeze imposed by Barclays
PLC or KBC Bank N.V. and the funds so frozen shall remain
subject to the administrative freeze until resolved by
agreement among the parties-in-interest.
On May, 2000, IPM, Inc., a wholly-owned subsidiary of the
Debtors, entered into a joint venture agreement with Alcopor
Holdings AG (Alcopor) for the formation of Alcopor Owens Corning
Holdings AG (AOCH) with the purpose of selling insulation
products in Europe. AOCH was incorporated in Switzerland with
IPM contributing $34,000,000 for a 40% interest and Alcopor
$51,000,000 for a 60% equity interest in AOCH.
Due to AOCH's poor financial performance, the Debtors believe it
in their best interest to sell their interest in AOCH. Based on
projections performed by AOCH, the Debtors believes that it is
unlikely AOCH will be able to increase sales and reduce costs to
a level required to make the business a profitable enterprise.
By consummating the sale transaction, the Debtors will be able
to minimize losses, reduce exposure to anticipated poor
performance of AOCH and other possible contingent liabilities,
possible capital calls and receive fair consideration for IPM's
40% equity interest in AOCH.
Material terms of the sale agreement, includes:
a) IPM will transfer to Alcopor 57,600 shares representing its
40% equity interest in AOCH in exchange for waiver of all
obligations of the Debtors in connection with AOCH,
settlement of various contractual entitlements, obligations
and liabilities, and payment of $18,800,000. At the closing
of the transaction Alcopor will pay IPM $10,000,000 and
issue a letter if credit with a 3% interest per annum
amounting to $8,800,000 to be drawn on December 31, 2001.
b) The sale agreement includes a full and unconditional release
and waiver by the parties of all rights, obligations and
claims under the Transaction Agreements and the Credit
Facility Agreement, except that certain limited limitations,
warranties and indemnities will survive from the SPA.
c) Except as otherwise provided in the Sale Agreement, all
transaction agreements will be terminated without any
obligation for any party hereto. However, the Debtors shall
continue to be responsible for the existing U.K. pension
obligations undertaken pursuant to the SPA.
d) As of January 1, 2001 conversion of the information systems
of AOCH and its subsidiaries to an ERP information system
conversion related services required by AOCH after January
1, 2001 will be provided by the Debtors or its designated
affiliate at cost plus reasonable mark-up. Following
closing, information system services required by AOCH shall
be provided by the Debtors and invoiced based on the fees
set forth in amended and restated transition services
agreement.
e) The Debtors and its subsidiaries agree not to manufacture,
sell or distribute certain products in defined territories
until May 31, 2005.
f) Intellectual Property Matters:
1) The Technology Rights Agreement will be amended and
restated and provide for an extension until May 31, 2007
for the types of technology licensed under the Technology
Rights Agreement. Royalties will be no longer payable to
the Debtors under the amended Technology Rights Agreement
which would be exclusive licenses until May 31, 2005 when
they would be converted to non-exclusive licenses until
May 31, 2007.
2) Trademark Rights Agreement and Trademark License
Agreement between AOCH and the Debtors will be amended
and restated as of the closing.
3) The Debtors will assign trademarks to AOCH as set forth
in the Trademark Assignment Agreement.
4) The Debtors shall retain liability for matters occurring
before May 31, 2000 with respect to certain patents.
g) The Debtors will remain liable for matters set forth in the
Master Agreement, subject to the modified threshold set
forth in the Sale Agreement, and for other limited
environmental matters, all of which will continue to be
governed by the Environmental Agreement.
h) Payment for products purchased by the Debtors and its
affiliates at the normal market terms and conditions
subsequent to January 1, 2001 shall be retroactively deemed
due and payable when invoices and shall be paid at closing.
(Owens Corning Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 609/392-0900)
PACIFIC GAS: U.S. Bank Trust Seeks Relief From Automatic Stay
-------------------------------------------------------------
U.S. Bank Trust National Association moves the Court for relief
from the automatic stay in order to apply approximately
$1,500,000 on deposit in a Bond Reserve Account to Pacific Gas
and Electric Company's obligations described in that certain
Indenture of Trust dated as of November 1, 1991, as amended or
supplemented, between Southern San Joaquin Valley Power
Authority and Bank of America National Trust and Savings
Association, as Trustee, in connection with $15,000,000 of
Transmission Capacity Revenue Bonds, Series 1991, issued by the
Authority.
Approximately $13,100,350 is owed to the holders of the Bonds,
Amy Hallman Rice, Esq., at Dorsey & Whitney LLP in Minneapolis,
tells Judge Montali. U.S. Bank does not believe that the funds
on deposit in the Bond Fund Account constitute property of
PG&E's Estate pursuant to 11 U.S.C. Sec. 541(d), but wants to be
certain. This Motion is designed to flush-out any competing
claims to the Bond Fund Account. (Pacific Gas Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service, Inc., 609/392-0900)
PICCADILLY CAFETERIAS: Closes 14 Non-Performing Cafeterias
----------------------------------------------------------
Piccadilly Cafeterias, Inc. (NYSE:PIC) closed 14 non-performing
cafeterias on July 31, 2001. An ongoing evaluation of these
cafeterias was completed during the fourth quarter ended June
30, 2001, which confirmed that operating cash flows from these
cafeterias were insufficient to cover their associated lease
payments and operating costs. The Company estimates that closing
these cafeterias will improve earnings by approximately $2.0
million annually. In connection with the closings, the Company
expects to take a one-time charge of $3.5 million during the
fourth quarter.
The Company closed locations in the following states: Alabama
(2), Florida (7), Kentucky (1), Maryland (1), Missouri (1),
Mississippi (1) and Virginia (1).
Ronald LaBorde, Chief Executive Officer stated, "We are on
course with our strategic planning process. Closing these non-
performing cafeterias was a required step to improve cash flow
and return the Company to profitability."
Piccadilly is a market leader in the dining-out industry and
operates 216 cafeterias in the Southeastern and Mid-Atlantic
states. For more information, visit the Company's website at
http://www.piccadilly.com
PICCADILLY CAFETERIAS: Amends Senior Credit Facility
----------------------------------------------------
Piccadilly Cafeterias, Inc. (NYSE:PIC) announced the completion
of a sale-leaseback transaction involving six cafeteria
properties. The Company sold the six properties to an affiliate
of U.S. Realty Advisors, LLC ("Purchaser") and simultaneously
executed long-term leases with the Purchaser that provide for
the Company's continued operation of cafeterias at the six
sites. Franchise Finance Corporation of America provided
financing to the Purchaser. This transaction will make a
positive contribution to ongoing earnings of $0.9 million
annually.
The Purchaser paid approximately $9.0 million in cash for the
properties. The Company used substantially all of the net sale
proceeds to make open-market purchases of $9.4 million of its
12% Senior Secured Notes due 2007. For the first quarter ending
September 30, 2001, the Company expects to record an
extraordinary charge of $1.0 million, primarily for the pro rata
share of unamortized financing costs.
As a result of the transaction, the borrowing availability under
the Senior Credit Facility was reduced from $19.2 million to
approximately $14.4 million. Currently, the Company has posted
$10.7 million in letters of credit under the Senior Credit
Facility, but has no borrowings. The Company expects cash flow
from operations and remaining borrowing availability to be
sufficient to meet anticipated operating and capital expenditure
needs in the foreseeable future.
The Company announced in June that it had amended its Senior
Credit Facility to lower the required minimum tangible net worth
to a level that accommodated both the third quarter results and
the anticipated fourth quarter charges. That amendment cured a
technical violation of a financial covenant as of March 31,
2001. The Company was in compliance with the amended Senior
Credit Facility as of June 30, 2001. In connection with the
sale-leaseback transaction, the Company negotiated an amendment
to the Senior Credit Facility that further lowered the required
minimum tangible net worth level.
Mark Mestayer, Chief Financial Officer, stated, "The sale-
leaseback transaction is an important step to improve financial
performance and reduce our overall cost of capital. We are
pleased that our lender group supported the transaction and
agreed to further amend the Senior Credit Facility. The new
amendment provides the Company additional flexibility to
implement its business plan. Unless the Company's performance is
significantly below our plans, we believe that the Company will
remain in compliance with the financial covenants of the Senior
Credit Facility for the foreseeable future."
PICCADILLY CAFETERIAS: Appoints Dixon As New Marketing Executive
----------------------------------------------------------------
Piccadilly Cafeterias, Inc. (NYSE:PIC) announced that Brian
Dixon (age 54) has been appointed Executive Vice President,
Marketing. This appointment was made following a national search
for an executive with a solid record of performance in the
consumer food industry. Dixon has had senior leadership
positions in marketing at multiple consumer food companies.
Throughout his career, Dixon has developed marketing strategies
that have built market share, revitalized image and created
brand growth and vitality.
Azam Malik, President and Chief Operating Officer, stated, "We
believe that Brian brings experience and a successful record of
marketing leadership and innovative ideas to our Company. His
appointment is part of our reorganization plan, and we welcome
him to our executive team."
Dixon was previously Senior Vice President of Marketing and
Chief Marketing Officer of Papa Murphy's Pizza International, a
580-unit pizza chain with annual revenues of $300 million, which
operates in the Northwest. Under his leadership, the company
developed new products, improved existing products, and created
a successful sales building program and advertising campaign.
Prior to this position, he was Chief Marketing Officer at Round
Table Pizza, Inc., a 530-unit pizza chain with annual revenues
of $350 million. He was instrumental in the development of a
strategic plan, which resulted in a resurgence of unit growth
and drove new product development. He honed his brand and image
development skills while in various corporate marketing
positions at Long John Silver's, Inc.; Pizza Hut, Inc., a
division of PepsiCo; and Procter and Gamble.
Dixon has B.A. and M.B.A. degrees from Brigham Young University
in Advertising, Public Relations, and Marketing.
RELIANCE: Moves To Transfer Commonwealth Actions To S.D.N.Y.
------------------------------------------------------------
Following removal of the Pennsylvania Insurance Commissioner's
Commonwealth Court actions to the United States Bankruptcy Court
for the Eastern District of Pennsylvania, pursuant to 28 U.S.C.
Sec. 1452, Reliance Group Holdings, Inc. asks the Honorable
Kevin J. Carey to direct that the cases be transferred to the
Southern District of New York, pursuant to 28 U.S.C. Sec. 1412.
The transfer, RGH argues, will permit all claims and
controversies concerning RGH's property to be adjudicated in one
Court before one judge.
Predictably, M. Diane Koken, Insurance Commissioner of the
Commonwealth of Pennsylvania and Rehabilitator of Reliance
Insurance Company, opposes the Transfer Motion. The U.S.
Bankruptcy Court for the Southern District of New York is the
last Court where it would be appropriate to talk about issues
concerning the Commonwealth of Pennsylvania's supervision of an
insolvent Pennsylvania insurance company under a scheme put in
place by the Pennsylvania legislature to protect Pennsylvania
policyholders. (Reliance Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 609/392-0900)
STAGE STORES: Court Confirms 3rd Amended Plan of Reorganization
---------------------------------------------------------------
Stage Stores Inc. (OTCBB:SGEEQ) announced that, at its
Confirmation Hearing held on August 8, 2001, the U.S. Bankruptcy
Court for the Southern District of Texas, Houston Division
confirmed the Company's Third Amended Plan of Reorganization, as
Modified. A complete copy of the Plan will be filed by the
Company with the Securities and Exchange Commission as an
Exhibit to a Form 8-K on or before August 23, 2001.
The Plan sets forth the treatment for pre-petition creditors and
existing holders of the Company's Common Stock and Class B
Common Stock. The Plan generally provides for the issuance of a
new class of common stock in a reorganized company to those pre-
petition creditors entitled to receive such distribution under
the Plan. The Plan does not provide for any distribution to the
holders of the Company's Common Stock or to the holders of the
Company's Class B Common Stock and, further, the Plan calls for
the cancellation of the currently outstanding Common Stock and
Class B Common Stock upon the Plan Effective Date.
The Effective Date of the Plan will be the date on which all of
the conditions precedent to the Effective Date, as described in
the Plan, will have been met by the Company or waived pursuant
to the Plan. While there can be no assurances, the Company
anticipates that the Effective Date will occur within thirty
days of the Confirmation Date.
Stage Stores Inc. brings nationally recognized brand name
apparel, accessories, cosmetics and footwear for the entire
family to small towns and communities throughout the south
central United States. The Company currently operates stores
under the Stage, Bealls and Palais Royal names.
UNITED ARTISTS: Reports 2001 Second-Quarter Operating Results
-------------------------------------------------------------
United Artists Theatre Company announced the operating results
of its primary operating subsidiary, United Artists Theatre
Circuit, Inc. ("UATC"), for the thirteen and twenty-six weeks
ended June 28, 2001.
UATC's consolidated revenue for the thirteen weeks ended June
28, 2001, was $128.5 million, versus $138.4 million for the
thirteen weeks ended June 29, 2000. Despite the decline in
revenue, earnings before interest, taxes, depreciation and
amortization (EBITDA), increased nearly 20% to $16.3 million for
the thirteen weeks ended June 28, 2001, from $13.6 million for
the thirteen weeks ended June 29, 2000. EBITDA as a percentage
of revenue ("EBITDA Margin") increased to 12.7% for the thirteen
weeks ended June 28, 2001, from 9.8% for the same period during
2000. Exclusive of extraordinary items related to the Company's
reorganization under Chapter 11, UATC's net loss decreased to
$0.8 million for the thirteen weeks ended June 28, 2001, as
compared to the $30.3 million loss for the thirteen weeks ended
June 29, 2000.
Revenue for the current twenty-six week period was $256.9
million versus $263.8 million during the 2000 twenty-six week
period. EBITDA for the current twenty-six week period increased
63% to $33.6 from $20.6 million during the 2000 twenty-six week
period. The EBITDA Margin for the 2001 period increased to 13.1%
versus the 7.8% in the 2000 period. Exclusive of extraordinary
items, for the first time in several years, UATC reported
positive net earnings for its first twenty-six weeks. Net
earnings before extraordinary items related to the Chapter 11
Reorganization was $300,000 for the twenty-six weeks ended June
28, 2001, compared to a $40.7 million loss for the twenty-six
weeks ended June 29, 2000.
The Company's Plan of Reorganization under Chapter 11 of the
U.S. Bankruptcy Court, which was filed on September 5, 2000, was
declared effective on March 2, 2001. The operating results for
the thirteen and twenty-six weeks ended June 28, 2001, include
seventeen weeks of UATC's operating results subsequent to the
Effective Date, and nine weeks of operating results prior to the
Effective Date. As such, the following summary of UATC's
operating results for the thirteen and twenty-six week periods
ended June 28, 2001, and June 29, 2000, are not comparative due
to the effect of the Company's reorganization on the results for
the period subsequent to March 1, 2001 ($ in millions).
VALLEY HEALTH: Fitch Downgrades Bond Rating To BB+ from BBB-
------------------------------------------------------------
Fitch has downgraded approximately $96.6 million of bonds issued
by Valley Health System (VHS) to 'BB+' from 'BBB-'.
The downgrade is based on VHS' thin liquidity position,
unprofitable margins and decline in debt service coverage. VHS'
financial performance has deteriorated since fiscal 1999.
Although VHS has historically had low liquidity, days cash on
hand has decreased to 33.1 days at 11 months ended May 31, 2001
from 54.1 days at fiscal 1999. VHS has had negative operating
margins since fiscal 1998 and bottom line performance has also
been unprofitable with an excess margin of negative 1.7% for the
11 month period ended May 31, 2001. Debt service coverage has
declined to 1.4 times (x) from 1.8x in fiscal 1999. All of VHS'
financial ratios fall below Fitch's 'BBB' medians.
VHS' weak financial performance is attributable to an increase
in accounts receivable, rising labor costs, and declining
volume. Days in accounts receivable has increased 20 days from
fiscal 1999 to fiscal 2000 mainly due to a system conversion
related to Year 2000 compliance. Also negatively affecting days
in accounts receivable are continued slow payments from managed
care companies. Rising labor costs have significantly impacted
VHS' income statement. Due to the shortage of nurses and other
health care professionals, VHS relies heavily on agency
staffing. For the 11-month period ended May 31, 2001, agency
staffing costs were $7.3 million, a 16% increase over the
previous year and 55% over fiscal 2001 budget.
Ongoing concerns include the difficult managed care environment
that VHS operates in, additional capital needs due to seismic
requirements (SB1953) and continued pressures on salaries and
wages expense related to the nationwide labor shortage of health
care professionals. In the future, Fitch believes that VHS'
financial performance should be similar to its current
performance due to these ongoing concerns, which may lead to a
further decline in margins.
Located in Riverside County, CA, VHS owns and operates three
acute care hospitals with a total of 645 licensed beds and a
skilled nursing facility with 120 beds.
Outstanding debt:
-- $45,220,000 Valley Health System, hospital revenue bonds
(Refunding and Improvements Project), 1996 series A;
-- $57,130,000 Valley Health System, certificates of
participation, series 1993, refunding project;
-- $2,460,000 Valley Health System, service corporation
project, health facilities revenue certificates of
participation, series 1989A.
VENTURE CATALYST: Falls Short of Nasdaq's Listing Requirement
-------------------------------------------------------------
Venture Catalyst Incorporated (Nasdaq: VCAT) has been notified
by Nasdaq that the Company no longer meets the qualification
standards to trade its common stock on the Nasdaq National
Market. In addition, at this time, the Company does not meet the
qualification standards to list its securities on the Nasdaq
SmallCap Market. Accordingly, effective the opening of business
August 15, 2001, the Company anticipates that it's common stock
will be traded on the over-the-counter bulletin board. The
Company does not believe it has a reasonable basis for
challenging the NASDAQ staff's delisting determination, and
therefore is not planning to appeal it.
About Venture Catalyst Incorporated
Venture Catalyst Incorporated is a leading service provider of
gaming consulting, infrastructure and technology integration in
the California Native American gaming market.
VIASYSTEMS: Fitch Cuts Ratings To Low-B's With Negative Outlook
---------------------------------------------------------------
Fitch has lowered Viasystems Inc.'s senior subordinated notes
rating to B- from B+ and the company's bank facility rating to
B+ from BB. The Rating Outlook is changed to Negative.
This action reflects the company's weakening credit protection
measures, limited financial flexibility, and a difficult
environment for the company's end markets. Primary concerns and
reasons for the Negative Rating Outlook include the company's
high leverage and anticipated continued deterioration of credit
protection measures. Other factors considered are the
concentrated customer base, event risk surrounding the company's
restructuring, and overall limited visibility in the
marketplace. The ratings also consider Viasystems' niche
position in the electronic manufacturing (EMS) industry, the
company's worldwide full-service footprint, and the company's
solid relationships with its customer base.
Fitch estimates Viasystems' interest coverage ratio is
approximately 2.4 times(x) as of June 30, 2001, and the
company's leverage (total debt-to-EBITDA) is estimated to be
nearly 5x, from less than 4x at year-end 2000. Fitch expects
that leverage will increase materially over the next few
quarters as a result of cash flow pressures more so than an
increase in total debt. The EMS industry overall has experienced
lower gross margins, lower EBITDA margins, and deteriorating
credit statistics in the first half of 2001. EMS companies have
very limited visibility regarding revenue growth, earnings, and
orders. As a result, Viasystems has responded with an aggressive
cost cutting program, including shifting a majority of its PCB
production to its China facilities and reducing its workforce by
more than 20%. However, competitive pricing pressures still
exist and Fitch still anticipates EBITDA margins will be flat to
down through at least the second half of 2001 with a potential
improvement if the company's restructuring actions are
successful.
As of June 30, 2001, the company had cash of $20.9 million and
total debt was approximately $1.1 billion. Debt consisted of
approximately $500 million of senior subordinated notes due
2007, $440 million of term loans, and $126.4 million drawn under
Viasystems' $150 million revolver. On July 2, 2001, the company
received some much needed liquidity with the placement of $100
million of senior unsecured notes due 2007, with deferred
interest payments, from its majority owner. The proceeds were
used to partially reduce the company's revolver. Favorably,
annual principal repayments of the company's total debt do not
exceed $27 million until 2003. The company is currently in
compliance with all covenants of the senior secured credit
agreement. However, the company recently had to complete a
second amendment to the credit agreement, which provided
additional flexibility for its financial covenants. Access to
the capital markets remains limited.
Viasystems' financial results for the second quarter included a
restructuring charge of $30 million, a non-cash impairment
writedown of equipment for $75.5 million, and an inventory
writedown of approximately $49.3 million. The restructuring
charge was related to the company's continued efforts to
transfer operations to China by closing facilities in North
America and reducing its worldwide headcount. The inventory
writedowns resulted from certain customers' declining financial
condition as well as in-process inventory related to the
company's facilities closures. The company will continue to
suffer from its exposure to telecommunications and networking
customers (54% of second quarter revenues) due to the difficult
economic and industry environment.
VIRTUALFUND.COM: Nasdaq Plans To Delist Shares On August 16
-----------------------------------------------------------
VirtualFund.com, Inc. (Nasdaq: VFND) received a Nasdaq staff
determination letter on August 8, 2001, stating that the
Company's securities will be delisted from the Nasdaq National
Market at the opening of business on August 16, 2001. The
delisting will occur because of the Company's failure to
maintain the minimum value of public float and minimum bid price
required by Nasdaq for continued listing.
About VirtualFund.com, Inc.
VirtualFund.com, Inc. is currently a holding company of the
entities that have sold off their principal businesses and is in
the process of identifying and evaluating business opportunities
including possible merger opportunities.
VLASIC FOODS: Committee Hires Duane Morris As Co-Counsel
--------------------------------------------------------
Convinced by the Official Committee of Unsecured Creditors'
explanations, Judge Walrath grants their application for
authority to retain Duane, Morris & Heckscher LLP (Duane Morris)
as co-counsel with the law firm of Kramer Levin Naftalis &
Frankel LLP.
Noah Postyn, Co-Chair of the Committee, explains that the
Committee chose Duane Morris because of the firm's extensive
knowledge and expertise in representing creditors' committees in
chapter 11 reorganization cases and other debt restructuring.
Moreover, Mr. Postyn adds that the retention of Duane Morris is
necessary because the members, counsel and associates of Kramer
Levin are not Delaware lawyers. Finally, the Committee also
chose Duane Morris because of its proximity to the Court and its
ability to respond quickly to emergency hearings and other
emergency matters in the Court. Duane Morris has an office at
1100 North Market Street, Suite 1200 in Wilmington Delaware,
as well as in other locations.
The professional services that Duane Morris will render to the
Committee include, but not limited to:
(a) provide legal advice with respect to the Committee's
rights, powers and duties in these cases;
(b) prepare on behalf of the Committee all necessary
applications, answers, responses, objections, forms of
orders, reports and other legal papers;
(c) represent the Committee in matters involving contests
with the Vlasic Foods International, Inc. Debtors and
other parties in interest;
(d) assist the Committee in its investigation and analysis
of the Debtors and the operation of the Debtors'
business; and
(e) perform all other legal services for the Committee which
may be necessary and proper in these cases.
Michael R. Lastowski, a partner in Duane Morris, discloses that
the firm will charge for its legal services on an hourly basis
and will seek reimbursement of its actual and necessary
expenses. The principal attorneys and paralegals designated to
represent the Committee and their current standard hourly rates
are:
David T. Sykes (partner) $425
Michael R. Lastowski (partner) $375
Mark J. Packel (partner) $350
Richard W. Riley (partner) $290
William J. Harrington (associate) $245
John W. Weiss (associate) $165
Carolyn B. Fox (paralegal) $110
Mr. Lastowski assures the Court that Duane Morris represents no
interest adverse to any of the estates of the Debtors with
respect to matters for which they are to be retained.
Furthermore, Duane Morris is a "disinterested person" as defined
in the Bankruptcy Code. (Vlasic Foods Bankruptcy News, Issue No.
9; Bankruptcy Creditors' Service, Inc., 609/392-0900)
WEBVAN GROUP: List of Largest Unsecured Creditors
-------------------------------------------------
Entity Nature Of Claim Claim Amount
------ --------------- ------------
George Shasheen Supplemental $5,000,000
310 Lakeside Drive Employee
Foster City, CA 94404 Retirement Plan
Tel: 605 326-8500
Fax: 650 326-8605
Heller Financial Trade Payable $1,100,000
71 Stevenson Street
San Francisco, CA
Tel: 415 356-1300
Fax: 312 441-7000
Petsmart Trade Payable $380,000
19601 North 27th Ave.
Phoenix, AZ 85027
Tel: 623 580-6100
Fax: 623 580-6504
Yahoo Trade Payable $300,000
Laurie Gonzales
701 1st Ave.
Sunnyvale, CA 94805
Tel: 408 349-6388
Fax: 408 349-3701
Paradyez Matera Company Trade Payable $236,831
Catellus Litigation $225,000
Aetna Trade Payable $200,000
Ryder Trade Payable $176,032
Aspect Communications Trade Payable $175,000
Hal Riney Trade Payable $174,375
JC Produce Trade Payable $155,000
Nextel Trade Payable $150,000
Penske Truck Leasing Lease $132,027
Peoplesoft Trade Payable $129,373
AMB - Springfield VA Lease $129,000
Costco Trade Payable $113,000
GE Credit Card Trade Payable $100,000
Exile on Seventh Trade Payable $87,500
Pacific Bell Trade Payable $80,000
PG&E Trade Payable $77,000
Mountain People's Warehouse Trade Payable $75,000
Foster Farms Trade Payable $66,743
Greenleaf Trade Payable $66,000
The Standard Register Trade Payable $59,840
Oakland As Trade Payable $65,000
Pepsi Trade Payable $54,000
Frank Greek Logan Trade Payable $51,566
Properties LLC
AME - Kent Lease $28,131
Staff Management Trade Payable $10,000
WESCO DISTRIBUTION: S&P Rates $100MM Senior Sub Notes At B
----------------------------------------------------------
Standard & Poor's assigned its single-'B' rating to WESCO
Distribution Inc.'s $100 million senior subordinated notes due
2008, to be issued in accordance with SEC Rule 144A with
registration rights. At the same time, Standard & Poor's
affirmed its ratings on the firm (see list below).
The outlook is stable.
Proceeds from the proposed offering will be used to reduce a
portion of the borrowings on the firm's bank revolving credit
facility.
The ratings reflect WESCO Distribution's weak financial profile,
reflected by a heavy debt burden and thin cash flow protection,
which largely offsets the firm's solid business position.
With annual sales close to $4 billion, WESCO Distribution, the
principal operating subsidiary of WESCO International Inc., is
one of the two largest competitors in the very large but
fragmented U.S. electrical equipment wholesale distribution
industry. A well-established network of over 360 branches, broad
product offering, and diversified customer base are important
competitive strengths for WESCO. This diversification, together
with a large portion of sales going to more stable replacement
markets, value-added service capabilities, such as its growing
presence for integrated supply procurement services and
multiyear agreements with large, national account customers,
limit cyclical exposure. Still, pricing flexibility is very
restricted.
Industry consolidation is ongoing and driven by customer
outsourcing of noncore functions. Total industry sales are
estimated to be about $79 billion. WESCO's aggressive growth
plan calls for continued revenue increases through expansion of
its national accounts and integrated supply programs, and an
active acquisition program that will require external funding.
Nevertheless, WESCO has been forced to temporarily temper its
growth plan as operating performance has weakened materially in
the past three quarters, reflecting softness in a number of key
end markets. For the first half of 2001, sales and EBITDA,
before restructuring charges, declined 2% and 19%, respectively,
from the same previous-year period. WESCO is negotiating an
amendment on its bank credit facility that will adjust financial
covenants, restrict the ability to make acquisitions, and
prohibit common share repurchases.
For 2000, adjusted debt to EBITDA was about 5.1 times (x) and
for 2001, it is expected to rise moderately to around 5.5x.
Operating performance should improve as the economy recovers and
WESCO benefits from its restructuring program to reduce costs,
improve productivity, and exit certain operations. Nonetheless,
aggressive debt usage will limit improvement in credit
protection measures. During the next few years, adjusted debt to
EBITDA is expected to average between 5.0x to 5.5x, and funds
from operations to total debt should range between 10%-15%,
levels consistent with the ratings.
Outlook: Stable
A focus on cost reduction, along with the tempering of its
growth plan until business conditions improve, should enable
WESCO to sustain credit quality.
Ratings Affirmed, Outlook Stable
WESCO Distribution Inc. Rating
Corporate credit rating BB-
Senior secured debt rating BB
Subordinated debt rating B
WHX CORPORATION: Publishes Second Quarter Financial Results
-----------------------------------------------------------
WHX Corp. (NYSE: WHX) reported net income of $7.8 million, on
sales of $162.8 million, for the second quarter of 2001 compared
with net income of $36.3 million, on sales of $486.8 million,
for the second quarter of 2000. After deducting accruals for
preferred dividends, net income per common share was $.18 for
the second quarter of 2001 compared with $1.17 net income per
diluted common share for the second quarter of 2000. The 2001
quarterly results include extraordinary income of $12.4 million
(net of tax), or $.83 per common share, related to the gain on
early retirement of $36.4 million of 101/2% Senior Notes. The
2000 quarterly results include a non-cash benefit of
approximately $38 million relating to the reversal of prior year
provisions for taxes no longer required. Excluding this benefit,
the results would have been a net loss of approximately $2.0
million, or $.07 per share, for the second quarter of 2000.
On November 16, 2000, one of the Company's wholly owned
subsidiaries, Wheeling-Pittsburgh Corporation (WPC), and its
subsidiaries, filed petitions seeking reorganization under
Chapter 11 of the United States Bankruptcy Code. As a result of
the Bankruptcy Filing, the Company has, as of November 16, 2000,
deconsolidated the balance sheet of WPC and its subsidiaries. As
a result of the deconsolidation, the consolidated balance sheet
at June 30, 2001 and December 31, 2000 do not include any of the
assets or liabilities of WPC and its subsidiaries, and the
accompanying June 30, 2001 consolidated statement of operations
excludes the operating results of WPC. The Bankruptcy Filing and
the deconsolidation of WPC as of November 16, 2000 affect
comparisons between the three and six-month periods ended June
30, 2001 and the comparable periods of 2000.
Operating Results and Other Income/Expense
For the second quarter of 2001, operating income was $1.5
million, compared to operating income of $17.5 million in the
second quarter of 2000.
Operating income from the Handy & Harman segments declined from
$14.5 million in 2000 to $6.6 million in 2001. The Unimast
segment reported a slight increase in operating income from $4.0
million in the second quarter 2000 to $4.2 in the second quarter
of 2001. These results are consistent with the weak economic
conditions in certain markets, including the automotive,
telecommunications, and other general industrial sectors. In
addition, costs and expenses related to the WPC bankruptcy,
other non-recurring G&A expenses, and increased pension expense,
had a negative impact on operating income.
Other income was $7.2 million for the second quarter 2001
compared to $1.1 million in expense in the second quarter of
2000.
Liquidity and Capital
At June 30, 2001, total liquidity, comprising cash, short-term
investments and funds available under bank credit arrangements,
totaled $90.5 million. At June 30, 2001, funds available under
credit arrangements totaled $44.4 million.
During the quarter, the Company purchased and retired $36.4
million aggregate principal amount of 101/2% Senior Notes in the
open market.
BOND PRICING: For the week of August 13 - 17, 2001
--------------------------------------------------
Following are indicated prices for selected issues:
Algoma Steel 12 3/8 '05 21 - 23(f)
Amresco 9 7/8 '05 41 - 43(f)
Arch Communications 12 3/4 '05 1 - 3(f)
Asia Pulp & Paper 11 3/4 '05 23 - 25(f)
Bethlehem Steel 10 3/8 '03 36 - 39
Chiquita 9 5/8 '04 67 - 68(f)
Conseco 9 '06 87 - 89
Friendly Ice Cream 10 1/2 '07 70 - 75
Globalstar 11 3/8 '04 4 - 5(f)
Level III 9 1/8 '04 52 - 54
PSINet 11 '09 6 - 7(f)
Revlon 8 5/8 '08 51 - 53
Trump AC 11 1/4 '06 71 - 73
USG 9 1/4 '01 72 - 74(f)
Westpoint Stevens 7 3/4 '05 32 - 34
Xerox 5 1/4 '03 82 - 84
*********
Bond pricing, appearing in each Monday's edition of the TCR, is
provided by DLS Capital Partners in Dallas, Texas.
A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.
Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Debra Brennan, Yvonne L.
Metzler, Bernadette de Roda, Aileen Quijano and Peter A.
Chapman, Editors.
Copyright 2001. All rights reserved. ISSN: 1520-9474.
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