/raid1/www/Hosts/bankrupt/TCR_Public/011003.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, October 3, 2001, Vol. 5, No. 193
Headlines
360NETWORKS: Gets Approval to Implement Employee Retention Plan
ALLIANCE LAUNDRY: S&P Junks Subordinated Debt Rating
AMF BOWLING: Wants Rule 9027 Removal Period Extended to Feb. 28
ANC RENTAL: Lenders Agree to Defer $70MM Principal Payment
AMERICA WEST: $60MM Federal Aid Prompts S&P to Raise Ratings
ARMSTRONG HOLDINGS: Court Okays Colonial As Debtor's Tax Advisor
BELARUSBANK: Fitch Raises Long-Term Rating To CCC- from CC
BRIDGE INFO: Gets Approval to Set-Up Severance & Retention Plan
BRIDGE INFORMATION: Reuters Completes Acquisition of Assets
BRIDGE INFORMATION: Closes Sale of Assets to Dow Jones for $4.5M
BRIERLEY INVESTMENTS: S&P Lowers Corporate Credit Rating to BB+
BRILL MEDIA: S&P Cuts Ratings Due to Escalating Default Risk
COLONIAL DOWNS: Sinks Further Into Red in Second Quarter
COMDISCO: Asks Court to Fix Nov. 30 Bar Date for Filing Claims
CONSUMERS PACKAGING: O-I Buys Glass Container Assets for C$230MM
EMMIS COMMS: S&P Revises Outlook On Weakening Credit Measures
FEDERAL-MOGUL: Kroll Unit Named Administrator for UK Companies
FREEPORT MCMORAN: Will Provide Trust For Locals In Grasberg Mine
GUNTHER INT'L: Partners Okay Deferred Payment on $4MM Term Note
GUNTHER INT'L: SEC Accepts Settlement Offer Re Restatement Probe
HYLSA S.A.: S&P Junks Ratings On Weak Protection Measures
ICG COMMS: Seeks Okay to Pay Due Diligence Fees to Exit Lenders
LAIDLAW INC: Moves to Pay Due Diligence Fees to Exit Lenders
LOEWEN GROUP: Taps Wyatt, Tarrant & Combs As Special Counsel
LUSCAR ENERGY: S&P Assigns BB Corporate Credit Rating
METROMEDIA FIBER: Successfully Completes $611 Million Financing
MILLIPORE: S&P Rates Proposed $250MM Credit Facility at BB+
MOLL INDUSTRIES: Tender Offer Spurs S&P to Further Junk Ratings
NETSILICON: Future Profitability Still Uncertain as Losses Swell
NEXSTAR BROADCASTING: S&P Revises Outlook Due to Soft Ad Climate
NOVO NETWORKS: Losses Burgeon Despite Rise in Revenues In FY2001
PACIFIC GAS: California Retailers Express Support of Reorg. Plan
PENTACON INC: Misses Senior Subordinated Note Interest Payment
POWERBRIEF: Chapter 11 Case Summary
PURINA MILLS: Delays Closing of Land O'Lakes Acquisition
SALOMON BROTHERS: Losses Cause Fitch to Cut Mortgage Note Rating
SIMONDS INDUSTRIES: Strained Finances Spur S&P to Junk Ratings
STELLEX: Secures Exit Financing and Emerges From Bankruptcy
SWISSAIR: Ceases All Operations Due to Lack of Needed Liquidity
TITANIUM METALS: Valhi's Offer Doesn't Alter S&P's Junk Rating
VALHI: S&P Affirms Low-B Ratings After Reviewing TIMET Offer
WALL STREET DELI: Files Chapter 11 Petition in Birmingham
WALL STREET DELI: Chapter 11 Case Summary
WINSTAR COMMS: Selling XNET Division Assets for $500,000
* Meetings, Conferences and Seminars
*********
360NETWORKS: Gets Approval to Implement Employee Retention Plan
---------------------------------------------------------------
Judge Gropper authorized 360networks inc. to implement its
proposed Employee Retention Program in accordance with these
terms:
(1) Each Covered Employee would receive a "pay-to-stay"
bonus equal to a percentage of his/her annual salary. The
first installment, equal to 25% of the Annualized Pay-to-
Stay Bonus, is payable on September 28, 2001. The second
installment, equal to 25% of the Annualized Pay-to-Stay
Bonus, is payable on December 21, 2001. The remaining 50%
would be payable upon the effective date of a chapter 11
plan for all or substantially all of the Debtors or upon the
closing of a sale or merger of all or substantially all of
the Debtors.
(2) A $4,000,000 fund would be available to be used in
management's discretion to recognize extraordinary efforts
or attainment of specific objectives by Covered Employees in
Tiers II, III, IV and V plus certain project employees who
are not Covered Employees. The maximum aggregate amount of
the Discretionary Fund that may be paid on or before
December 21, 2001 is $2,000,000. Before any amounts in
excess of $2,000,000 are distributed from the Discretionary
Fund by the Debtors, ten days prior written notice thereof
shall be provided by telecopier, by hand or by overnight
delivery to the counsel for the Official Committee of
Unsecured Creditors and counsel to the Agents for the
Company's pre-petition lenders. Either Notice Party shall
have the right to object to any such excess payment if such
objection is filed with the Bankruptcy Court, served on
counsel for the Debtors within such period, and scheduled
for a hearing within ten days of filing such objection,
subject to the Court's availability. The maximum amount of
the Discretionary Fund payable to any individual employee
will be 25% of such employee's base pay if such employee is
eligible for a pay-to-stay bonus and 35% of such employee's
base pay if such employee is not eligible for a pay-to-stay
bonus. In allocating distributions from the Discretionary
Fund between the Debtors and the Canadian Debtors, the
Debtors shall give due consideration to factors such as the
relative proportion of employees, salaries, and projects of
the Debtors and the Canadian Debtors.
Judge Gropper ruled that all Covered Employees actually and
involuntarily terminated without cause would be entitled to a
percentage of their annual salary:
(a) Tier I employees - 100% of their annual salaries,
(b) Tier II employees - four month's salary,
(c) Tier III employees - two month's salary,
(d) Tier IV employees - two month's salary, and
(e) Tier V employees - one month's salary.
The Court also mandated that certain "project employees" who are
not Covered Employees and have been retained to complete a
particular project for the Company will be given one week per
month of service since the Petition Date from the Discretionary
Fund.
According to Judge Gropper, payments under the new Severance
Policy would be in lieu of any severance payment obligation
under any pre-petition policy, contract, or employment letter
and be in lieu of any future payments due under the Pay-to-Stay
program and be credited against:
(a) any future awards from the Discretionary Fund, and
(b) the Value Creation Pool (as defined in the Motion, if
any). (360 Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 609/392-0900)
ALLIANCE LAUNDRY: S&P Junks Subordinated Debt Rating
----------------------------------------------------
Standard & Poor's revised its outlook on Alliance Laundry
Systems LLC to negative from stable. The single-'B' corporate
credit and bank loan ratings for Alliance Laundry were affirmed.
In addition, the rating on the company's subordinated debt was
affirmed at triple-'C'-plus.
Total debt outstanding as of June 30, 2001 was about $335
million.
The outlook revision on Alliance Laundry is based on Standard &
Poor's belief that its near-term expectations for the company's
financial performance will not be met, resulting in tight
financial flexibility. Financial ratios continue to be pressured
by earnings weakness, primarily the result of softness in the
durable goods industry.
The ratings for Alliance Laundry reflect its high debt leverage
and weak operating performance following the acquisition and
recapitalization of the company from Raytheon Co., partially
offset by Alliance Laundry's solid market position in the small
category of commercial laundry equipment.
The company serves three end-user customer groups with its broad
product line: laundromats, multihousing laundries, and on-
premise laundries. Given the small size of its markets, its
leading market share, high capital expenditures to establish
production, and the importance of trade relationships, the
company's operating position is likely to remain intact.
However, some of Alliance Laundry's competitors have greater
financial resources and close No. 2 market positions in certain
subsegments.
Alliance Laundry's revenues declined 8% for the six months ended
June 30, 2001 compared to the same period last year, reflecting
reduced consumer demand. For the trailing 12 months ended June
30, 2001, EBITDA to cash interest expense was thin at about 1.5
times, while debt/EBITDA was a high 8x (adjusted for the
accounts receivable securitization).
Standard & Poor's expects the company's credit protection
measures to remain weak for fiscal 2001 given the soft economy.
Financial flexibility is tight given certain limitations under
the senior credit facility, with availability of about $9
million under the company's $75 million revolving credit
facility at June 30, 2001.
Outlook: Negative
Alliance Laundry's credit protection measures are currently weak
for the rating. If steps taken by management fail to result in
an improvement in credit protection measures over the
intermediate term, the ratings could be lowered.
AMF BOWLING: Wants Rule 9027 Removal Period Extended to Feb. 28
---------------------------------------------------------------
AMF Bowling Worldwide, Inc., asks the Court to extend the
deadline imposed under Rule 9027 of the Federal Rules of
Bankruptcy Procedure within which to decide whether to remove
any Prepetition Lawsuit against the Company from the state or
Federal court in which it was filed to the Eastern District of
Virginia for further litigation and final resolution.
Erin E. McDonald, Esq., at McGuireWoods LLP in Richmond,
Virginia, tells the Court that during the first three months of
the these chapter 11 cases, the Debtors have been focused upon a
myriad of matters attendant to large and complex chapter 11
cases, including stabilizing the Debtors' businesses following
the filing, consummating the Debtors' debtor in possession
financing facility, retaining professionals to assist the
Debtors in these cases, and negotiating with various parties in
interest regarding various of the Debtors' properties and
facilities.
Further, Ms. McDonald adds that since the Petition Date, the
Debtors and their professionals have expended considerable time
and effort in preparing the Plan and Disclosure Statement, which
the Debtors filed with the Court on August 31, 2001.
Consequently, Ms. McDonald contends that the Debtors have not
yet had a full opportunity to review their records and determine
whether they need to or should remove any claims or civil causes
of action pending in other courts.
In addition, Ms. McDonald claims that the Debtors are
formulating a plan to deal with the large volume of pre-petition
civil litigation in which the Debtors are involved, which,
subject to this Court's approval, may involve a form of
alternate dispute resolution or other orderly process for
resolving claims.
Accordingly, the Debtors believe that the most prudent and
efficient course of action is to request an extension of their
Removal Period for an additional 150 days, through and including
February 28, 2002.
Unless such extension is granted, Ms. McDonald believes that the
consolidation of the Debtors' affairs into one court may be
frustrated and the Debtors may be forced to address these claims
and proceedings in piecemeal fashion to the detriment of their
creditors. (AMF Bankruptcy News, Issue No. 8 Bankruptcy
Creditors' Service, Inc., 609/392-0900)
ANC RENTAL: Lenders Agree to Defer $70MM Principal Payment
----------------------------------------------------------
ANC Rental Corporation (Nasdaq:ANCX) announced that it has
reached agreements with its lenders to suspend certain financial
covenants and to defer a principal payment of $70 million that
would have been due October 1, 2001. The financial covenants
have been suspended through November 15, 2001 and the principal
payment has been deferred to November 30, 2001.
ANC Rental also announced that it has retained William N.
Plamondon, III, former chairperson of the company's audit
committee and former president of Budget Rent a Car Corporation,
to serve as ANC Rental's chief restructuring officer.
Mr. Plamondon will be responsible for developing and
implementing a new strategic turnaround plan and for addressing
the company's cash flow and liquidity needs that were impacted
by the dramatic reduction in travel resulting from the tragic
events of September 11.
In addition, the company has retained Lawrence J. Ramaekers as a
consultant to work closely with Mr. Plamondon in the preparation
of the company's new turnaround strategy. Mr. Ramaekers formerly
served as president and chief operating officer of National Car
Rental System, Inc. and has been a turnaround manager for the
past 25 years.
ANC Rental also announced that Kathleen Hyle has stepped down as
senior vice president and chief financial officer of ANC Rental,
a position she held since November 1999. Wayne Moor has been
named ANC's new chief financial officer. Mr. Moor, who will
begin his responsibilities immediately, brings more than 15
years restructuring experience, most recently as the senior
vice president and chief financial officer of Gerald Stevens,
Inc.
Michael S. Egan, ANC's chairman and chief executive officer,
noted: "I am excited about the management team that we have
assembled to work on our turnaround plan. Bill Plamondon, Larry
Ramaekers, and Wayne Moor have tremendous talent and industry
experience and I look forward to working with them on strategies
to improve our financial position. In addition, Kathleen
Hyle has been a valued member of our management team and I wish
her all the best in her future endeavors."
Mr. Plamondon was the president of Budget Rent a Car Corporation
from June 1992 until February 1997. He served as president and
chief executive officer of First Merchants Acceptance
Corporation, a national financing company, from April 1997 until
April 1998, and served as a director of First Merchants from
March 1995 until April 1998. Mr. Plamondon also founded R.I.
Heller Company LLC, a management consulting firm, in April 1998
and served as its president and chief executive officer. He also
served as a senior advisor to Ernst & Young Corporate Finance.
Mr. Plamondon has been a director of ANC since June 2000.
In addition to his car rental industry experience at National,
Mr. Ramaekers has served as CEO of United Companies Financial
Corporation, CEO of Family Restaurants, Inc., CEO of Umbro
International, Inc., CEO of Centennial Technologies, Inc., CEO
of Medical Resources, Inc., and as an advisor to numerous public
and non-public companies.
In October 2000, he was honored as the first recipient of the
Lifetime Achievement award from the Turnaround Management
Association, the trade organization representing turnaround
professionals worldwide.
Mr. Moor's restructuring and senior management experience
includes not only his recent role at Gerald Stevens, Inc., but
also positions as CFO and CEO of Onloan.com, an Internet start-
up company in the online mortgage business; CFO of US
Diagnostics, Inc., a public company that operated more than 120
medical imaging locations in 20 states; and EVP of Carteret
Savings Bank and AmeriFirst Bank. Mr. Moor, who is a certified
public accountant, began his career with Arthur Andersen LLP in
1974.
ANC Rental Corporation, headquartered in Fort Lauderdale, is one
of the world's largest car rental companies with annual revenue
of approximately $3.5 billion in 2000. ANC Rental Corporation,
the parent company of Alamo and National, has more than 3,000
locations in 69 countries and employs approximately 19,000
associates worldwide.
AMERICA WEST: $60MM Federal Aid Prompts S&P to Raise Ratings
------------------------------------------------------------
Standard & Poor's raised its ratings on America West Holdings
Corp. and subsidiary America West Airlines Inc. except for
ratings on enhanced equipment trust certificates that are
insured by triple-'A' rated Ambac Assurance Corp.
The CreditWatch status is revised to negative from developing.
The rating action is based on the company's Sept. 26, 2001,
receipt of $60 million of federal aid, approximately one-half of
the total, with the balance expected within the next week or so.
This will aid the company's liquidity position; prior to the
receipt of the $60 million, it had very little cash on hand
(less than $80 million), was fully drawn on its revolving credit
facility, and leased most of its aircraft.
The company is also pursuing other asset-based financings to
improve liquidity. However, it is operating at a reduced
capacity level, with revenues generated significantly below
operating costs, resulting in widening losses.
RATINGS RAISED; CREDITWATCH NEGATIVE
To From
America West Holdings Corp.
Corporate credit rating CCC CCC-
America West Airlines Inc.
Corporate credit rating CCC CCC-
Senior unsecured debt CCC- CC
Equipment trust certificates (pass-thru)
$99.5 mil 6.85% class A ser 1996-1 due 2011 BBB BBB-
$37.1 mil 6.93% class B ser 1996-1 due 2009 BB BB-
$37.7 mil 6.86% class C ser 1996-1 due 2006 B B-
$29.6 mil 8.16% class D ser 1996-1 due 2002 CCC+ CCC
$14.5 mil 10.5% class E ser 1996-1 due 2004 CCC- CC
$45.8 mil 7.33% class A ser 1997-1 due 2008 BBB BBB-
$17 mil 7.4% class B ser 1997-1 due 2005 BB BB-
$17.1 mil 7.53% class C ser 1997-1 due 2004 B B-
$131.67 mil 6.87% ser 1998-1A due 2017 BBB BBB-
$41.154 mil 7.12% ser 1998-1B due 2017 BB BB-
$17.705 mil 7.84% ser 1998-1C due 2010 B+ B
$20.158 mil 8.54% ser 1999-1G due 2006 B+ B
$20.429 mil 9.244% ser 2000-1C due 2008 BB- B+
$57.021 mil 8.37% ser 2001-C due 2007 BB- B+
$45 mil flt rate ser 2001-D due 2005 CCC+ CCC
ARMSTRONG HOLDINGS: Court Okays Colonial As Debtor's Tax Advisor
----------------------------------------------------------------
Judge Farnan authorizes Armstrong Holdings, Inc. to employ
Colonial Tax Compliance Company, Inc., as their state and
local tax consultants on a contingent fee basis in these chapter
11 cases.
Colonial Tax is to perform necessary state sales and use tax
review consulting services that are incidental to the
administration of the Debtors' chapter 11 states.
Prior to the Petition Date, the Debtors employed Colonial Tax as
their state and local tax consultants.
With the Court's approval, Colonial Tax will continue to provide
its services without interruption.
As state and local tax consultants, Colonial will:
(a) review state and local use tax accruals;
(b) review state and local sales tax remittance;
(c) review individual tax assessed by a vendor on
purchase invoices;
(d) review state and local income tax credits;
(e) review state and local manufacturing tax incentives;
(f) review state and local manufacturers investment
credits; and
(g) review any other available state and local tax
incentives, refunds and/or credits. (Armstrong
Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 609/392-0900)
BELARUSBANK: Fitch Raises Long-Term Rating To CCC- from CC
----------------------------------------------------------
Fitch, the international rating agency, has upgraded
Belarusbank's Long-term rating to 'CCC-' (CCC minus) from 'CC'.
The Outlook for the Long-term rating is Stable. The bank's other
ratings are unchanged as follows: Short-term 'C', Individual 'E'
and Support '4T'.
The upgrade of the Long-term rating reflects the bank's support
by its owners in the form of capital injections and a consequent
improvement in its capitalisation in the past two years.
Belarusbank's Short- and Long-term ratings continue to reflect
its dominant position in the Belarussian financial markets,
whose assets account for nearly 40% of those of the banking
system. Additionally, it has an extensive branch network, which
ensures its 47% share of the country's retail deposits.
However, Belarusbank's capitalisation is still weak, its
profitability is poor and the level of loan loss reserves is, in
Fitch's opinion, low for the bank operating in a volatile
environment such as Belarus. These factors continue to limit the
scope for any material improvement in the bank's Individual
rating.
While its roots date back to 1922, Belarusbank has existed in
its current shape and form since 1995, following the merger
between State Belarus Savings Bank (the former regional office
of Sberbank of the USSR) and Joint-Stock Commercial Bank
Belarusbank. It is 96% owned by the Ministry of State Property
and Privatisation and 3.8% by the National Bank of Belarus.
Fitch's Support and Individual Ratings for Banks Fitch's
Individual ratings assess how a bank would be viewed if it were
entirely independent and could not rely on external support. Its
Support ratings deal with the question of whether a bank would
receive support from its owners or from the state if it
were to get into difficulty. These ratings are not debt ratings
but rather, respectively, an assessment of the intrinsic
strength of a bank and of any level of outside support that may,
or may not, be available to it.
BRIDGE INFO: Gets Approval to Set-Up Severance & Retention Plan
---------------------------------------------------------------
Some 73 Bridge News Employees have changed tack. They now ask
Judge McDonald to enter an order approving severance to the
employees. But still, they maintain that the Debtors should be
compelled to pay their severance in accordance with the original
policy in place on the Petition Date -- which means 2 weeks pay
for every year of service up to a maximum of 12 weeks pay.
Older employees - aged 50 years and above - stand to receive a
little bit more.
They further insist that the entire severance pay claim of the
Bridge News Employees must be allowed as an expense
administration and their claims should be given first priority.
Robert E. Eggmann, Esq., at Copeland, Thompson & Farris, in
Clayton, Missouri, argues that there is no doubt that the Bridge
News Employees have continued to provide uninterrupted service
vital to the Debtors' operations and reorganization. Mr.
Eggmann further asserts that the Debtors have been deceptive.
Applying the Doctrine of Equitable Estoppel, Mr. Eggmann
explains:
(1) the Bridge News Employees lacked knowledge of the true
facts in that they believed the Severance and Retention
Agreement in place at the time of the Petition Date up
until May 23, 2001 would be upheld by the Debtors;
(2) the Bridge News Employees recently relied on the Debtors'
statements that all salary and benefits would be continued
despite the bankruptcy filing; and
(3) they have suffered prejudice as a result of their reliance
in that their severance pay has been greatly reduced.
Thus, Mr. Eggmann maintains, the Bridge News Employees are
justified in seeking approval of the original severance policy
in place at the time of the Petition Date.
Debtors Respond
The Debtors inform Judge McDonald that the objection filed by
Mr. Eggmann has been resolved.
According to Thomas J. Moloney, Esq., at Cleary, Gottlieb, Steen
& Hamilton, in New York, New York, the Debtors have agreed to
increase the amount available for the Severance and Retention
Plan from a total of $1,200,000 to $1,600,000. So instead of
receiving just 3 weeks salary, Mr. Moloney says, each Eligible
Former Employees stand to get 4 weeks salary.
In response to the concerns expressed by the employees in their
letters, Mr. Moloney adds, the Debtors also clarified that the
Severance and Retention Plan is an opt-in program.
On the issues raised with respect to asserted rights under the
old severance policy, Mr. Moloney explains, these issues are not
presently ripe for consideration. According to Mr. Moloney,
these issues may be addressed in the event that any Eligible
Former Employee who is not participating in the Severance and
Retention Plan pursues any claim against the Debtors for alleged
severance benefits other than the Severance and Retention
Benefits. Mr. Moloney tells the Court that the Debtors have
stopped making payments under the old severance policy since the
Petition Date. Mr. Moloney further explains that the old
severance policy provided the Debtors with the discretion to
discontinue payments under the plan, particularly in the light
of the Debtors' liquidation of their assets pursuant to the
chapter 11 proceedings.
* * *
Satisfied with the developments, Judge McDonald granted the
Debtors' motion and overruled the objections.
The Court authorized the Debtors to:
(a) devise and implement the Severance and Retention Plan
consistent with the terms of the Motion and this Order;
(b) pay Severance and Retention Benefits consistent with the
terms of this Motion and this Order; and
(c) execute such documents and do such things as may be
necessary to implement and effectuate payment of the
Severance and Retention Benefits in accordance with this
Motion and this Order.
Judge McDonald authorized the Debtors to provide up to 4 weeks
salary to each Eligible Former Employee, subject to an aggregate
cap of $1,600,000 for all such employees, whose employment was
or may be terminated pursuant to a reduction in force and who
was employed by the Debtors through the Petition Date or
thereafter.
According to Judge McDonald, the Severance and Retention
Benefits specified shall be allowed as administrative expenses.
The Court also elaborated the Debtors' reference that the
Severance and Retention Plan is an opt-in program. Judge
McDonald explains "the acceptance by any person or his/her
authorized representative of any benefits under the Severance
and Retention Plan shall constitute a waiver and relinquishment
of any and all other claims to severance benefits including,
without limitation, under any other severance plan; however,
nothing herein shall impair the right of any employee to chose
not to accept and to decline Severance and Retention Benefits
and to pursue instead pre-petition, administrative or any other
claims against the Debtors for severance benefits pursuant to
any applicable contract or legal theory. (Bridge Bankruptcy
News, Issue No. 17; Bankruptcy Creditors' Service, Inc.,
609/392-0900)
BRIDGE INFORMATION: Reuters Completes Acquisition of Assets
-----------------------------------------------------------
Reuters, the global information, news and technology group, has
completed its acquisition of certain assets of Bridge
Information Systems Inc., first announced on 30 April 2001.
Tom Glocer, Reuters Chief Executive, said: "The completion of
the Bridge acquisition marks the achievement of an important
strategic goal for Reuters, and the beginning of a period of
operational focus. With Bridge we acquire a large customer base
among US institutional investors, leading trading and order
routing technologies and a team of highly skilled market
professionals. Bridge customers will benefit from Reuters
performance, reliability and service focus and existing Reuters
customers will gain new information, analytical and transaction
capabilities."
The Bridge assets include content and trading applications for
US institutional securities businesses and consist of the
following units:
-- Bridge Information Systems (in North America), which
provides a range of information and trading analytics
products including BridgeStation,
-- BridgeChannel and Active 1, targeted at institutional
equities traders and portfolio managers;
-- EJV, which provides bond pricing, fixed income data and
analytics services;
-- Bridge Trading Technologies (BTT), which provides
software, information and transaction services to connect
brokers and their buy-side clients, including indications
of interest, order routing and order management;
-- Bridge Trading, a licensed broker dealer, primarily in
NYSE-listed securities;
-- eBridge which provides internet solutions to the
financial industry; and
-- CRB Index which provides US commodity index prices.
The total purchase consideration was $373 million, which
comprised $275 million in cash, $30 million paid to Bridge for
interim funding prior to the close, and $38 million of debt
financing for Savvis Communications Corporation, Bridge's
network provider. Additionally, Reuters is paying some $30
million cash for deal costs and the settlement of certain
existing Bridge liabilities.
With the completion of this acquisition, Reuters Group has more
than 663,200 information and transaction accesses worldwide, of
which some 75,000 came from Bridge. The purchase also included
400,000 passwords for internet use of eBridge services.
The acquisition of Bridge's capabilities in fixed income
enhances Reuters own products in this area by providing
comprehensive US data and analytics.
An integration team consisting of staff from both organizations
is committed to ensuring continuity of service and support for
customers of the Bridge businesses. This team will determine,
from a customer perspective, the best functionality and features
to be developed from Reuters and Bridge products.
Financials
Reuters estimates that the acquired assets will generate
approximately $100 million of revenue in the fourth quarter,
2001 (net of third party soft dollar costs).
The estimated associated losses (before interest, tax,
depreciation and amortisation) are currently running at
approximately $3.5 million per month. This compares to an
estimated $6 million per month disclosed at the time Reuters won
the auction for the Bridge assets in April.
Integration costs are now expected to be around $80 million,
higher than the original estimate of $65 million, due mainly to
increases in employee-related and consultancy support costs.
Reuters estimates that the acquisition will be dilutive to pre-
goodwill earnings in 2002, have a neutral impact in 2003 and be
earnings enhancing in 2004.
The net assets of the Bridge businesses being acquired were, at
30 September 2001, some $85 million, down slightly from the
estimated $90 million in April, reflecting a reduction in
working capital and assets that are not now being taken on by
Reuters.
As part of the Bridge acquisition, Reuters has reached a
preliminary agreement to provide MoneyLine, the approved bidder
for the Telerate business and certain international Bridge
assets, with transitional services for up to four years, from
which Reuters expects to receive revenue.
As previously announced, Reuters has also a right to vote and an
option to purchase Bridge's 48% interest in Savvis until three
months after closing.
The tragic events on 11 September 2001 in the US had no material
impact on the Bridge assets purchased. The Bridge businesses had
offices and technical facilities in the World Trade Center and
the World Financial Center. Thankfully, all Bridge staff are now
accounted for.
Reuters (about.reuters.com) premier position as a global
information, news and technology group is founded on its
reputation for speed, accuracy, integrity and impartiality
combined with continuous technological innovation. Reuters
strength is based on its unique ability to offer customers
around the world a combination of content, technology and
connectivity.
Reuters makes extensive use of Internet technologies for the
widest distribution of information and news. Around 73 million
unique visitors per month access Reuters content on some 1,400
Internet websites. Reuters is the world's largest international
text and television news agency with 2,157 journalists,
photographers and camera operators in 190 bureaus, serving 151
countries.
In 2000 the Group had revenues of #3.59 billion and on 31
December 2000, the Group employed 18,082 staff in 204 cities in
100 countries.
The success of the Bridge acquisition will depend, among other
things, on the ability of Reuters to realise the anticipated
synergies, cost savings and growth opportunities from the
integration of the Bridge businesses with Reuters, which will
entail substantial expenditures and resources to effect.
In addition, Reuters provision of transitional services to the
purchaser of the Telerate business and certain international
Bridge assets, that are currently dependent on the assets
Reuters has acquired, may require a substantial devotion of
resources and potentially delay or impair Reuters ability to
fully integrate the acquired Bridge businesses for some period
of time.
There can be no assurance that the integration will result in
the realization of the anticipated benefits or that the
integration and the provision of transitional services will not
otherwise have a negative effect on Reuters results. The
financial projections contained in this release could be
adversely affected by the impact of the tragic events on 11
September 2001 in the US and the consequences of those events.
Bridge and some of its affiliates have been in reorganization
proceedings under Chapter 11 of the US Bankruptcy Code since
earlier this year.
Reuters and the sphere logo are the trademarks of the Reuters
group of companies.
BRIDGE INFORMATION: Closes Sale of Assets to Dow Jones for $4.5M
----------------------------------------------------------------
Dow Jones & Company has purchased equities, commodities and
energy news contracts for $4.5 million from Bridge Information
Systems Inc.
Bridge and Dow Jones entered into a purchase agreement on August
9, with the final terms approved by federal bankruptcy judge
David P. McDonald in St. Louis on Friday, September 28. Dow
Jones agreed to pay $2 million less than originally announced
after the companies reviewed the contracts that Dow Jones
bought.
"Dow Jones is pleased to be able to serve tens of thousands of
former Bridge customers with the information they need to make
trading and investing decisions," said Gordon Crovitz, senior
vice president of Dow Jones and president of the electronic
publishing unit.
"Dow Jones Newswires already serves more financial professionals
globally than any similar service," said Paul Ingrassia,
president of Dow Jones Newswires. "We are pleased that the
purchase of Bridge News contracts will extend our distribution
to still more customers."
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.
BRIERLEY INVESTMENTS: S&P Lowers Corporate Credit Rating to BB+
---------------------------------------------------------------
Standard & Poor's lowered its long-term corporate credit rating
on Brierley Investments Ltd. (Brierley) to double-'B'-plus from
triple-'B'-minus, and its short-term corporate credit and
commercial paper ratings on the company to 'B' from 'A-3'. At
the same time, the ratings were placed on CreditWatch with
negative implications.
The ratings reflect:
* The concentration of Brierley's investment portfolio in two
major listed assets--Thistle Hotels PLC and Air New Zealand
Ltd. (Air NZ; B-/Watch Dev/C)--which represent close to 50%
of the company's investment portfolio at June 30, 2001.
Furthermore, unlisted investments represent about 30% of
the portfolio and include assets with uncertain liquidity
prospects. The financial problems faced by Air NZ, as well
as the negative impact on global travel and hotel
industries arising from the Sept. 11, 2001, terrorist
attacks on the U.S., further reduce Brierley's asset
liquidity. Substantial asset sale proceeds received during
fiscal 2001, primarily from the sale of the 29% stake in
James Hardie Industries in May 2001, have strengthened cash
levels. These were, however, generated from the assets that
proved to be more saleable, leaving new management with a
tougher task of realizing value from remaining assets.
* A declining trend of Brierley's asset coverage of debt in
the face of depressed equity markets. With cash and cash
equivalents of $522 million at June 30, 2001, portfolio-to-
net debt ratio was 2.0 times. This ratio is expected to
have declined dramatically to between 1.0x and 1.5x
currently, a level that is more typical of investment
holding companies in speculative grade (that is,
double-'B' category and below). Although upcoming debt
payments over the next six to nine months appear to be
manageable, Brierley has a $600 million bank credit
facility maturing in July 2002. As the current environment
for asset sales remains challenging, the company will
likely have to rely on its bankers' support to
refinance or roll over this upcoming debt payment either
partially or in its entirety.
Standard & Poor's will complete its review of Brierley within
the next few weeks, following further discussions with
management about the liquidity of its listed and unlisted
holdings relative to the company's ongoing debt servicing
commitments, its other cash requirements, and its investment
strategies.
BRILL MEDIA: S&P Cuts Ratings Due to Escalating Default Risk
------------------------------------------------------------
Standard & Poor's lowered its ratings on Brill Media Co. LLC and
Brill Media Management Inc.
The current outlook is negative. The downgrade is based on the
company's lack of liquidity and heightened default risk.
Liquidity is very weak with cash balances of about $500,000 in
mid-July and no availability under the company's bank facility.
In addition, operating results and cash flow have been very poor
and are expected to worsen as a result of the terrorist attacks
in the U.S. on Sept. 11, 2001.
Standard & Poor's has significant concerns about the company's
ability to meet its $6.3 million interest payment on Dec. 15,
2001. Asset sales may provide temporary relief, but the
difficult market conditions and nature of Brill's assets
could make this challenging and limit the proceeds. EBITDA
coverage of gross interest expense for the 12 months ending May
31, 2001, was very poor at 0.45 times, and debt leverage remains
excessive at more than 17x EBITDA.
Outlook: Negative
Financial risk remains high, and ratings could be lowered
further if the company does not realize meaningful improvements
in its cash flow and execute an asset sale or capital raising
plan.
Ratings Lowered
Ratings
Brill Media Co. LLC To From
Corporate credit rating CC CCC
Senior unsecured debt CC CCC
Brill Media Management Inc.
Corporate credit rating CC CCC
Senior unsecured debt CC CCC
COLONIAL DOWNS: Sinks Further Into Red in Second Quarter
--------------------------------------------------------
For the three and six months ended June 30, 2001, Colonial Downs
Holdings Inc.'s net loss was $560,000 and $687,000,
respectively, compared to net loss of $328,000 and $515,000 for
the corresponding periods of the prior year. Net income at the
Racing Centers increased by $191,000 and $37,000, respectively,
compared to the corresponding three and six month periods of the
prior year.
Net loss for the Track and live racing operations increased by
$173,000 and $100,000, respectively, and corporate overhead,
including Colonial Holdings Management, Inc., a wholly owned
subsidiary of the Company, increased by $250,000 and $109,000,
respectively, for the three and six months ended June 30, 2001
compared to the corresponding periods of the prior year. For
the three and six months ended June 30, 2001 Colonial Management
generated $81,000 and $114,000, respectively, in net management
fees.
Revenues at the Racing Centers increased $71,000 and $457,000
for the three and six months, respectively, ended June 30, 2001,
compared to the corresponding periods of the prior year. These
results reflect an increase in amounts wagered ("handle") for
the six months ended June 30, 2001 and a slight increase in
average pari-mutuel commission rates payable to the Company for
its export simulcasts.
Direct expenses decreased by $45,000 and increased by $410,000
for the three and six months, respectively, ended June 30, 2001
compared to the corresponding periods of the prior year. The
change in these expenses is directly correlated with the
decreases and increases in handle during the three and six month
periods ended June 30, 2001 and reflect the proportional
commissions payable to other racetracks for import simulcasts.
Losses at the Track increased by $173,000 and $100,000 for the
three and six months, respectively, ended June 30, 2001,
compared to the corresponding periods of the prior year. The
Company incurred expenses in the second quarter for the 2001
thoroughbred meet which commenced July 3 and ended August 7,
2001.
Off season revenue at the Track increased $27,000 and $47,000,
respectively, compared to the corresponding period of the prior
year. The increase in revenue is the result of efforts to
expand the uses of the track facility during periods when there
is no live racing.
Overhead and other costs associated with maintaining the Track
facility decreased $39,000 and $92,000, respectively, for the
three and six months ended June 30, 2001, compared to the
corresponding period of the prior year. Marketing and other
expenses related to the 2001 thoroughbred meet which opened July
3, 2001 were $239,000.
For the three and six months ended June 30, 2001, corporate
overhead increased by $331,000 and $223,000, respectively,
compared to the corresponding periods of the prior year. The
increase in corporate overhead is due primarily to legal,
accounting and consulting costs of $328,000 resulting from the
proposed merger by Gameco, Inc., an affiliate of Jeffrey P.
Jacobs, the Company's largest shareholder and CEO and Chairman
of the Board, with the Company.
For the three and six months ended June 30, 2001, Colonial
anagement generated revenues of $158,000 and $258,000,
respectively, and had $77,000 and $144,000, respectively, of
related labor and travel expenses from managing truckstops in
Louisiana.
Interest expense, net of interest income, was approximately the
same for the three and six months ended June 30, 2001 as for the
corresponding periods of the prior year.
At the end of June, the Company recorded a debt ratio of 0.486
to 1, indicating the company's illiquid state in the short-run
term.
COMDISCO: Asks Court to Fix Nov. 30 Bar Date for Filing Claims
--------------------------------------------------------------
Comdisco, Inc. asks Judge Barliant to fix a deadline by which
all creditors must file their proofs of claim in the these
Chapter 11 Cases:
(a) establishing November 30, 2001 as the deadline for all
persons and entities holding or wishing to assert a claim
against any of the Debtors to file a proof of such Claim in
these cases;
(b) establishing the later of the General Bar Date or 30 days
after a claimant is served with notice that the Debtors have
amended their schedules of assets and liabilities, reducing,
deleting, or changing the status of a scheduled claim of
such claimant as the bar date for tiling a proof of claim in
respect of such amended scheduled claim;
(c) establishing the later of the General Bar Date or 30 days
after the effective date of any order authorizing the
rejection of an executory contract or unexpired lease as the
bar date by which a proof of claim relating to the Debtors'
rejection of such contract or lease must be filed;
(d) establishing January 14, 2002 as the deadline for all
governmental units to file a proof of claim in these cases;
and
(e) Approving the Debtors' proposed form and manner of notice of
the Bar Date.
According to Felicia Gerber Perlman, Esq., at Skadden, Arps,
Slate, Meagher & Flom, the Debtors will require complete and
accurate information regarding the nature, amount and status of
all Claims that will be asserted in these Chapter 11 cases in
order to develop a comprehensive and viable plan of
reorganization.
Ms. Perlman informs the Court that the Debtors intend to file a
plan of reorganization and disclosure statement before
termination of exclusivity. Ms. Perlman also reminds Judge
Barliant that it is the Debtors' goal to emerge from bankruptcy
by March 2002, or earlier if possible.
The Debtors will file their Schedules of Assets and Liabilities
and Statements of Financial Affairs by September 21, 2001 while
a Meeting of Creditors pursuant to Section 341 of the Bankruptcy
Code is scheduled for October 2, 2001, Ms. Perlman adds.
The Debtors propose that the Bar Date apply to all creditors of
the Debtors' estate except:
(1) Any Person or Entity:
(a) that agrees with the nature, classification, and
amount of such Claim set forth in the Schedules, and
(b) whose Claim against a Debtor is not listed as "disputed,"
"contingent," or "unliquidated" in the Schedules;
(2) Any Person or Entity that has already properly filed a proof
of claim against the correct Debtor;
(3) Any Person or Entity asserting a Claim as an administrative
expense of the Debtors' chapter 11 cases;
(4) Any of the Debtors or any direct or indirect subsidiary of
any of the Debtors that hold Claims against one or more of
the other Debtors;
(5) Any Person or Entity whose Claim against a Debtor previously
has been allowed by, or paid pursuant to, an order of the
Bankruptcy Court; and
(6) Any holder of the Debtors' equity securities solely with
respect to such holder's ownership interest in such equity
securities; provided, however, that any such holders who
wish to assert a Claim against any of the Debtors based on
transactions in the Debtors' securities, including Claims
for damages based on the purchase of such securities, must
file a proof of claim on or prior to the General Bar Date.
Ms. Perlman emphasizes that the Debtors will require separate
proofs of claim against each legal entity against which a claim
is asserted.
The Debtors request that the Court authorize the noticing and
claims agent appointed in these cases, Logan & Company, Inc., to
give notice of the Bar Dates by serving on all known Entities
holding potential pre-petition Claims:
(a) a notice of the Bar Dates; and
(b) a proof of claim form.
The Debtors will publish notice of the Bar Date in The New York
Times (national edition), The Wall Street Journal (national,
European and Asian editions) and USA Today (worldwide). Ms.
Perlman says such notices shall be published on October 10,
2001, or as soon as practicable. (Comdisco Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service, Inc., 609/392-0900)
CONSUMERS PACKAGING: O-I Buys Glass Container Assets for C$230MM
----------------------------------------------------------------
Owens-Illinois, Inc., (NYSE: OI) announced that it has completed
its acquisition of the Canadian glass container assets of
Consumers Packaging Inc. for CDN$230 million (approximately
US$150 million).
As announced previously, the transaction was approved Aug. 31 by
the Ontario Superior Court of Justice as part of a restructuring
plan by Consumers Packaging. The transaction also has received
all necessary regulatory approvals.
Joseph H. Lemieux, Owens-Illinois chairman and chief executive
officer, said, "We are very pleased to have the opportunity to
welcome these Canadian operations as the newest addition to our
worldwide family of businesses. This acquisition will
significantly increase our ability to serve glass container
customers in North America. As we have done elsewhere around the
world, we intend to apply our technology and operating know-how
to achieve significant and ongoing improvements in the
performance of these newly acquired operations."
Owens-Illinois plans to make investments in the Canadian
manufacturing operations over the next several years to bring
quality and productivity up to world class levels. O-I expects
the acquisition to be accretive to earnings per share in the
first full year after closing. The transaction was financed
through bank borrowings.
The Canadian business will operate as O-I Canada Corp. It is
headquartered in Toronto and has annual sales of approximately
US$300 million. It supplies packaging products for the Canadian
juice, food, beer, wines and liquor industries from three plants
in Ontario (Toronto, Brampton and Milton), and one each in
Quebec (Montreal), New Brunswick (Scoudouc) and British Columbia
(Lavington).
EMMIS COMMS: S&P Revises Outlook On Weakening Credit Measures
-------------------------------------------------------------
Standard & Poor's revised its outlook on Emmis Communications
Corp. to stable from positive. All ratings on Emmis
Communications and its operating unit, Emmis Operating Co., are
affirmed.
The outlook revision is based on the reduced likelihood of
Emmis' credit measures improving in the intermediate term to a
level supportive of a higher rating. The advertising downturn,
which has persisted since late 2000, has been magnified by the
recent terrorist attacks in the U.S. A military operation in
response could deepen and prolong the weak ad climate. Local
advertising, which has been more solid than national so far this
year, could suffer given declining consumer confidence and
layoffs.
Despite the difficult environment, Emmis is boosting its radio
market share through sales staff investments and is controlling
costs. These measures will put the company in a good position to
deliver a solid cash flow increase once advertising rebounds.
The ratings continue to reflect strength from Emmis' large-
market radio operations, the business' good discretionary cash
flow generation potential, the company's record in boosting
performance at acquired radio and television stations, and good
station asset values. Offsetting factors include high financial
risk from debt-financed acquisitions, a competitive advertising
environment, and the presence of much larger operators in key
markets.
Emmis owns and operates 20 FM and three AM radio stations in
several large markets, including New York, Los Angeles and
Chicago, which provide about 60% of the company's cash flow.
Fifteen TV stations in medium and smaller markets, largely
affiliated with the major networks, deliver about 36% of
cash flow. Small scale magazine publishing and international
radio are the most significant other businesses.
On a pro forma basis, revenue and EBITDA for the six months
ended August 31, 2001, decreased by about 7% and 10%,
respectively. The EBITDA margin after noncash compensation for
the 12 months ended Aug. 31, 2001, was about 32%, which is below
average and down from higher historical levels due to the
business mix which includes lower margin acquired TV stations.
Total interest coverage is modest in the mid-1 times area, while
cash interest coverage is in the upper 1x area. Debt divided by
EBITDA is high at more than 8x. Emmis indicated that it is in
compliance with bank covenants as of Aug. 31, 2001, but that it
may need covenant relaxation for the quarter ending Nov. 30,
2001.
Outlook: Stable
Maintenance of key credit measures and station market positions
are important to ratings stability. Debt-financed acquisitions,
complications related to covenant compliance, or a sustained
advertising slump into 2002 could put pressure on the ratings.
Ratings Affirmed
Emmis Communications Corp. Ratings
Corporate credit rating B+
Senior unsecured debt B-
Preferred stock rating CCC+
Emmis Operating Co.
Corporate credit rating B+
Senior secured bank loan rating B+
Subordinated debt B-
FEDERAL-MOGUL: Kroll Unit Named Administrator for UK Companies
--------------------------------------------------------------
In one of the largest cross border restructuring proceedings in
history, Kroll Buchler Phillips, a UK subsidiary of Kroll Inc.
(Nasdaq: KROL), has been appointed by the UK Court Chancery
Division as Administrators for Federal-Mogul Group's UK based
companies.
The Administration order coincides with a voluntary filing for
financial restructuring under Chapter 11 in the US as Federal-
Mogul seeks to resolve its financial difficulties caused by
asbestos litigation in the United States.
Simon Freakley, Head of Kroll Buchler Phillips and Joint
Administrator, commenting upon the appointment, said, "While
Federal-Mogul is viable at an operating level, it requires the
protection of Administration and Chapter 11 to allow it time to
address the financial difficulties caused by asbestos claims in
the US.
"Without protective action now, the UK operating companies would
not be viable and their value would gradually be lost to the
detriment of all concerned. Administration and Chapter 11 should
allow the Group to restructure its finances so that it can
emerge as a stronger business."
Kroll Buchler Phillips is the UK's leading independent
accountancy firm, specialising in corporate recovery, financial
restructuring, turnaround and insolvency in the UK and Europe.
It has been a subsidiary of Kroll Inc., the global risk
consulting company, since 1999.
FREEPORT MCMORAN: Will Provide Trust For Locals In Grasberg Mine
----------------------------------------------------------------
Freeport-McMoRan Copper & Gold Inc. (FCX) and its mining
affiliate PT Freeport Indonesia (PT-FI), together with
indigenous community leaders from Irian Jaya (Papua), Indonesia
have announced the signing of a "Letter and Mutual
Acknowledgement" that will provide for a trust for the benefit
of original tribal inhabitants of the Grasberg mine project
area.
This agreement, first outlined in 1996, fulfills a commitment by
PT-FI for voluntary special recognition for the holders of the
hak ulayat, or traditional land rights, in the mining area and
for the expanded scope and continuing success of the mining
operations.
This agreement is in addition to other agreements between PT-FI
and the local communities, including the Freeport Fund for Irian
Jaya Development and existing land use recognition programs
through which approximately $20 million in annual development
funding is provided to communities in the area of PT-FI's
operations.
Under the agreement, PT-FI will fund $500,000 per year to the
Trust and will initially provide $2.5 million representing
funding for 1996 through 2000. The Amungme and Kamoro tribal
leaders expressed a desire for an equity ownership in PT-FI's
operations in Irian Jaya (Papua) and intend to use a portion of
the funds to buy shares of FCX in the public market to be owned
and held by the Trust.
The Trust provides benefits for the tribal groups in villages
closest to PT-FI's operations through their local organizations
known as BUK NEGEL (for the Amungme villages of Waa-Banti,
Tsinga and Arwanop) and O NEGEL (for the Kamoro villages of
Nayaro, Nawaripi and Tipuka) and their community development
organizations LEMASA (Amungme) and LEMASKO (Kamoro).
James R. Moffett, Chairman and CEO of FCX, and President
Commissioner of PT-FI, in the signing ceremony with the
community leaders, said, "This agreement and the Memorandum of
Understanding signed last year are the result of several years
of dialogue between PT-FI and the local community as we continue
to work together in a spirit of mutual respect and
understanding."
Thom Beanal, Chairman of LEMASA, said that the agreement
solidifies the local people's relationship with FCX and PT-FI
for the benefit of all parties and is the realization of
the community's desire for ownership in the Grasberg project.
Beanal said, "We used to be on the outside, but now we stand
together. We have a stake in this mining operation and we will
work hard so that we can share in its success."
Welly Mandowen, a Papuan and development advisor who
participated in the process, said, "It is my hope that this
agreement will serve as a model for other companies operating in
Papua and throughout Indonesia to build a strong relationship
with its local stakeholders in the development of human
resources, sustainable social and economic development,
environmental responsibility and human rights."
FCX and PT-FI also emphasized support for two significant human
rights initiatives in Irian Jaya. The Freeport companies
pledged continued assistance for a Human Rights Center in the
Mimika Regency of Irian Jaya organized by LEMASA.
The companies also renewed support for the HAMAK Foundation
headed by Ms. Yosepha Alomang for the purpose of supporting
human rights in Irian Jaya with a special focus on women and
children.
Judge Gabrielle Kirk McDonald, a member of the FCX Board of
Directors and Special Counsel to the Chairman on Human Rights,
engaged in dialogue with the community leaders, and announced
FCX's full support of PT-FI's planned major human rights
education and training programs for 2001 and 2002.
Judge McDonald said, "We have been working together for many
years now on these important issues. This agreement formalizes
our commitments not only to the upholding and promotion of human
rights, but also to partnership for positive economic and social
development."
FCX is engaged through its affiliates in mineral exploration and
development, mining and milling of copper, gold and silver in
Irian Jaya, Indonesia, and the smelting and refining of copper
concentrates in Spain and Indonesia.
Meanwhile, on Friday, Unitholders of Freeport-McMoRan Oil & Gas
Royalty Trust will hold a special meeting in Houston, Texas to
consider and vote upon a proposal submitted by a Unitholder to
amend the Royalty Trust Indenture. The Trust Indenture, dated
September 30, 1983, seeks to provide for the sale of the
overriding royalty interest held by the Trust and a delay of the
final liquidating distribution of the Trust assets, less any
amounts withheld by the Trustee for contingent liabilities,
until completion of a proposed exchange offer or December 31,
2001, whichever first occurs.
GUNTHER INT'L: Partners Okay Deferred Payment on $4MM Term Note
---------------------------------------------------------------
On September 25, 2001, Gunther International Ltd. received a
letter from Gunther Partners, LLC regarding the deferral of
payments of principal and interest under certain debt securities
issued by the Company to Gunther Partners, LLC in 1998. The
letter read as follows:
"In accordance with a $4,000,000 term note dated October 2,
1998 by and between Gunther Partners, LLC and Gunther
International, Ltd., the Company is obligated to make seven (7)
monthly principal payments in the amount of $200,000 each under
the Term Note commencing on October 1, 2001 and continuing and
including April 1, 2002."
"The Lender hereby agrees to defer payment of all principal
and interest otherwise due under the Term Note after the date of
this letter until the date which is the earlier of (a) the date
which is thirty (30) days following the expiration of the
Company's planned rights offering to its stockholders or (b)
December 31, 2001."
GUNTHER INT'L: SEC Accepts Settlement Offer Re Restatement Probe
----------------------------------------------------------------
On September 25, 2001, the U.S. Securities and Exchange
Commission accepted an Offer of Settlement submitted by Gunther
International Ltd. in connection with an informal investigation
conducted by the Division of Enforcement of the Commission with
regard to the circumstances surrounding the Company's
restatement of its fiscal year 1998 and 1997 financial
statements.
The Commission also gave its final approval to the issuance of
an Order Instituting Public Administrative Proceedings Against
the Company Pursuant to Section 21C of the Securities Exchange
Act of 1934, Making Findings and Imposing a Cease and Desist
Order.
In the Order, the Commission found that the Company violated
Section 13(a) of the Securities Exchange Act of 1934 which
pertains generally to the preparation and filing of accurate
financial reports. In addition, the Commission found that the
Company violated provisions of the Exchange Act pertaining to
the maintenance of adequate books and records and the
maintenance of adequate internal accounting controls.
The Company agreed, without admitting or denying the
Commission's findings, to the Commission's Order to cease and
desist from committing or causing violations of Sections 13(a),
13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act.
* * *
At June 30, 2001, the Company's balance sheet reflected a $1.1
million working capital deficiency and a $3.9 million
stockholders' deficit.
HYLSA S.A.: S&P Junks Ratings On Weak Protection Measures
---------------------------------------------------------
Standard & Poor's lowered the corporate credit and senior
unsecured debt ratings on Hylsa S.A. de C.V. to triple-'C'-plus
from single-'B'-minus. At the same time, the rating on the
company's $300 million bonds due 2007 was lowered to triple-'C'-
plus from single-'B'-minus also. The outlook remains negative.
The downgrade reflects the further deterioration of the steel
company's credit protection measures, evidenced by its high debt
leverage, limited financial flexibility, and low interest
coverage.
The lowered ratings also reflect the expected additional
contraction of both international and domestic demand,
heightened by an increased refinancing risk under a longer than
expected U.S. recession, that will put added pressures on the
U.S. and Mexican financial markets. Additionally, Standard &
Poor's believes that any further financial support from Alfa,
Hylsa's parent company, will be limited.
Outlook: Negative
The company is currently negotiating the rollover of its short-
term debt that is due at the beginning of 2002. Standard &
Poor's will monitor closely the result of such negotiations,
since its success is key for Hylsa to deal with its currently
heavy amortization schedule for 2002.
ICG COMMS: Seeks Okay to Pay Due Diligence Fees to Exit Lenders
---------------------------------------------------------------
On behalf of ICG Communications, Inc., and its subsidiaries and
affiliates, Mark A. Fink and Gregg M. Galardi of the Wilmington
office of Skadden, Arps, Slate, Meagher & Flom LLP, acting as
local counsel, and David S. Kurtz and Timothy R. Pohl of the
Chicago office of that firm, acting as lead counsel, ask Judge
Peter Walsh for an order approving due diligence reimbursement
in connection with obtaining exit financing.
Since the Petition Date, the Debtors have taken a number of
steps to stabilize their businesses and lay the foundation for a
successful reorganization. The Debtors' management and advisors
have aggressively pursued strategic alternatives that may
benefit the creditors of these entities, and have completed a
long-term business plan upon which a reorganization plan will
ultimately be premised.
As the Debtors proceed toward emergence from bankruptcy, the
Debtors and their advisors have begun negotiating with the
Creditors' Committee with respect to the terms of such
reorganization plan.
As part of the Debtors' efforts to emerge expeditiously from
chapter 11, the Debtors desire to secure exit financing. As the
Debtors assume Judge Walsh is well aware, however, it is
extremely difficult to obtain financing in the highly troubled
telecommunications industry in which the Debtors operate.
Nonetheless, in light of the significant operational turnaround
achieved in these cases, the Debtors believe that viable
opportunities for such financing exist.
Indeed, with the assistance of their advisors, the Debtors have
entered into preliminary discussions with a potential source of
exit financing, that has proposed preliminary terms such that
the Debtors believe that continued negotiated and due diligence
should be pursued.
The Debtors tell Judge Walsh they are unable to identify the
specific name of such potential investor as the Debtors, with
the assistance of their advisors, negotiated a confidentiality
agreement with such party.
However, the potential investor has not been willing to proceed
to the next phase, without receiving reimbursement of actual
expenses it will need to incur to conduct their due diligence.
Therefore, the Debtors believe that it is necessary and
appropriate to obtain authority to reimburse due diligence costs
for this potential exit financing source.
The Debtors propose to cap the amount they are authorized to
provide such payments at $500,000.
The Debtors are, pursuant to this Motion, only requesting
authority to pay the Due Diligence Reimbursement. Notably, the
Debtors are not, by this Motion, seeking approval of any
particular transaction, or any break-up fees or bid protections
for any party.
The Debtors' Arguments
The Due Diligence Reimbursement clearly satisfies the business
judgment standard. The Due Diligence Reimbursement will allow
the Debtors to move forward in efforts to obtain exit financing
and emerge from chapter 11. Potential investors have simply
stated that they are unwilling to expend the requisite time,
money and effort to negotiate with the Debtors and perform the
necessary due diligence attendant to the provision of exit
financing, without actual cost reimbursement.
The Debtors' negotiating leverage in this regard is hampered by
the general lack of availability of new capital in the
telecommunications industry. The Debtors therefore believe that
these fees should be reserved and paid, according to their
business judgment, without further review or order. (ICG
Communications Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 609/392-0900)
LAIDLAW INC: Moves to Pay Due Diligence Fees to Exit Lenders
------------------------------------------------------------
In an effort to achieve an early exit from Chapter 11, the
Debtors have had discussions with GE Capital Commercial Finance,
Inc., The Chase Manhattan Bank and J.P. Morgan Securities, Inc.,
and Citicorp USA, Inc. about securing post-confirmation
financing to implement a plan of reorganization.
Julia S. Kreher, Esq., at Hodgson Russ LLP, in Buffalo, New
York, tells the Court that the Lenders have agreed to commence
due diligence efforts to determine their willingness to provide
the Exit Facility, and if so, the terms and conditions on which
they would provide such financing. Consequently, Ms. Kreher
says, the Debtors have agreed to enter into expense
reimbursement and indemnity agreements with each of the Lenders.
According to Ms. Kreher, the Letter Agreements contain
substantially similar terms:
(1) The payment to each of the Lenders of a Work Fee prior to
the commencement of any due diligence. The Work Fee will
be credited against the closing fees of the applicable
Lender associated with the Exit Facility.
Lender Work Fee
------ --------
(a) GE Capital $150,000 -- The reimbursement of
expenses will be
deducted directly from
the Work Fee.
(b) J.P. Morgan Chase $250,000
(c) Citicorp $250,000
(2) The payment upon demand for all reasonable out-of-pocket
expenses incurred in connection with the services
performed pursuant to the Letter Agreements. The Debtors
will provide Citicorp with an expense deposit of $100,000.
(3) The indemnification of each of the Lenders' respective
officers, directors, employees, affiliates, agents and
controlling persons for any losses, claims, damages and
liabilities arising out of work performed pursuant to the
Letter Agreements or otherwise in connection with the Exit
Facility.
It is well established, Ms. Kreher reminds Judge Kaplan, that
the expenditure of relatively small amounts of a debtor's assets
to expedite the reorganization process is not only permissible,
but is an entirely appropriate use of the Debtors' assets.
Ms. Kreher relates that the Debtors believe that the payment of
the Lenders' expenses, the payment of the Work Fees and the
indemnification provisions of the Letter Agreements are
reasonable and appropriate because:
(a) the Debtors' estates require the availability of new funds
to reorganize successfully;
(b) the Debtors will be unable to maintain their aggressive
timetable for emerging from bankruptcy on an expedited
basis if they do not pursue a similar strategy with
respect to securing the Exit Facility with the assistance
of the Lenders pursuant to the terms and conditions of the
Letter Agreements;
(c) the amount of expenses payable under the Letter Agreements
is limited to only the reasonable expenses incurred by the
Lenders;
(d) the payment of the Work Fees is reasonable under the
circumstances as the Lenders will expend significant time
and effort well in advance of the receipt of credit
approval and without any assurances that credit approval
will be obtained; and
(e) the potential indemnification obligations under the
indemnification provisions of the Letter Agreements are
limited to liabilities arising out of the transactions
contemplated by the Letter Agreements.
By entering into Letter Agreements with three separate Lenders,
Ms. Kreher adds, the Debtors will be able to ensure that they
obtain an Exit Facility with competitive terms and conditions
for the benefit of the Debtors' respective estates and
creditors.
By this Motion, the Debtors sought and obtained an order from
Judge Kaplan approving the terms of the Letter Agreements,
allowing Laidlaw to pay the due diligence fees and indemnify the
potential Exit Lenders. (Laidlaw Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 609/392-0900)
LOEWEN GROUP: Taps Wyatt, Tarrant & Combs As Special Counsel
------------------------------------------------------------
The Loewen Group, Inc. seeks the Court's authority to retain and
employ Wyatt, Tarrant & Combs, LLP as special counsel in their
chapter 11 cases, pursuant to section 327(e) of the Bankruptcy
Code, and Rule 2014 of the Bankruptcy Rules with respect to:
(a) labor and employment matters in various states;
(b) various litigation matters for the Debtors arising
primarily in the States of Tennessee, Kentucky and
Indiana; and
(c) certain miscellaneous services for the Debtors, including
advice in connection with real estate transactions and
trademark and copyright matters arising primarily in the
States of Tennessee, Kentucky and Indiana.
Wyatt is a law firm of approximately 230 lawyers with offices
located in Louisville, Lexington, Bowling Green and Frankfort,
Kentucky; New Albany, Indiana; and Nashville and Memphis,
Tennessee. The Debtors note that they require knowledgeable,
well-qualified counsel to render these essential professional
services and Wyatt is particularly well-suited for the type of
representation that they require.
Wyatt's lawyers have substantial experience representing large
corporations in a wide variety of matters, including labor and
employment, general litigation, real estate, contract and
intellectual property matters. The Debtors have selected Wyatt
also in view of the firm's intimate familiarity with the matters
for which it would be retained.
Wyatt has provided legal services to the Debtors with respect to
labor and employment, litigation, real estate, contract and
intellectual property matters since 1997. Wyatt has worked
closely with the Debtors' management and has become well
acquainted with the legal and factual issues that would be the
subject of its retention.
Services to Be Provided by Wyatt
The Debtors anticipate that Wyatt will render legal advice to
the Debtors with respect to labor and employment, general
litigation, real estate, contract, intellectual property and
potentially other matters as needed throughout the remaining
pendency of these chapter 11 cases.
In particular, the Debtors anticipate that Wyatt will perform,
among others, the following legal services:
(a) advise and assist the Debtors with respect to labor and
employment matters under federal and state law, including
(1) labor matters brought by or before the National Labor
Relations Board,
(2) employment matters brought by the United States Equal
Employment Opportunity Commission and state agencies
having similar powers and
(3) employment litigation matters pending in courts in
various jurisdictions;
(b) advise and assist the Debtors with respect to ongoing
employment and employment-related issues;
(c) represent the Debtors in certain litigation matters pending
primarily in the States of Tennessee, Kentucky and Indiana;
(d) advise and assist the Debtors on miscellaneous matters,
involving real estate, contract, intellectual property and
other nonbankruptcy issues comparable to those as to which
Wyatt provided services prior to the Petition Date or as an
Ordinary Course Professional.
The Debtors assure that, because of well-defined roles, Wyatt
will not duplicate the services that the other law firms
retained by the Debtors are providing. Similarly, Wyatt will
function cohesively with those other law firms, under the
direction of the Debtors, to ensure that the legal services
provided to the Debtors are not duplicative.
Fees and Expenses
The hourly rates charged by Wyatt professionals differ based on,
among other things, the professional's level of experience.
Wyatt's hourly rates may change from time to time in accordance
with Wyatt's established billing practices and procedures.
Hourly Rates Of Wyatt, Tarrant & Combs, LLP'S Professionals (As
of September 1, 2001)
Professional Position Hourly Rate
------------ -------- -----------
Ann Hildreth Paralegal $ 80.00/hour
Barbara Moss Partner $225.00/hour
Bill Hollander Partner $235.00/hour
Bill Owsley Partner $190.00/hour
Bo Schindler Paralegal $ 80.00/hour
Cheryl Harris Associate $155.00/hour
Christina Manning Paralegal $ 75.00/hour
Clint Elliott Partner $195.00/hour
Cynthia Doll Partner $175.00/hour
David Calhoun Associate $150.00/hour
Debra Dawahare Partner $235.00/hour
Douglas Becker Counsel $220.00/hour
Ed Hopson Partner $255.00/hour
Elizabeth Turner Associate $110.00/hour
Frank Childress Partner $225.00/hour
George Miller Partner $205.00/hour
Grover Potts Partner $240.00/hour
Henry Hipkins Associate $160.00/hour
Jeff Woods Partner $235.00/hour
Larry Crawford Partner $225.00/hour
Michael Spencer Associate $135.00/hour
Nancy Vincent Associate $155.00/hour
Palmer Pillans Associate $135.00/hour
Paz Haynes Partner $255.00/hour
Rich Bierly Partner $195.00/hour
Robert Brown Partner $205.00/hour
Robert Ewald Partner $230.00/hour
Sarah Vandergrift Paralegal $ 85.00/hour
Stephen Zralek Associate $120.00/hour
Tnpp Wilson Associate $115.00/hour
Victoria Holladay Partner $225.00/hour
Subject to the Court's approval, Wyatt intends to:
(a) continue, as has been its practice, to charge the Debtors
for its legal services on an hourly basis in accordance
with its ordinary and customary hourly rates in effect on
the date services are rendered; and
(b) seek reimbursement of actual and necessary out-of-pocket
expenses.
The Debtors made Prepetition Payments to Wyatt in the aggregate
amount of $672,689.82 from their operating cash funds during the
year immediately preceding the Petition Date on account of fees
and expenses incurred by Wyatt in respect of services provided
to the Debtors.
The Debtors have made Postpetition Payments to Wyatt in its
capacity as an Ordinary Course Professional in the
aggregate amount of $551,689.97 on account of fees and expenses
incurred by Wyatt prior to August 1, 2001 in respect of services
provided to the Debtors.
Wyatt intends to apply to the Court for payment of compensation
and reimbursement of expenses in respect of services provided
from and after August 1, 2001, in accordance with applicable
provisions of the Bankruptcy Code, the Bankruptcy Rules, the
Local Rules of this Court, the interim and final fee application
procedures applicable to other estate professionals in these
chapter 11 cases and any other applicable orders of the Court.
Wyatt will maintain detailed, contemporaneous records of time
and any actual and necessary expenses incurred in connection
with the rendering of the legal services described above by
category and nature of the services rendered.
Disclosure Concerning Conflicts of Interest
Wyatt has filed a proof of claim in LGII's chapter 11 case
seeking payment in the amount of $269,431.12 in respect of
prepetition attorneys' fees and expenses incurred in rendering
services to the Debtors. As of the date of this Application, the
Debtors have sought to bifurcate the Prepetition Claim into 42
claims, including a claim against LGII and individual claims
against 41 of its Debtor subsidiaries, and reduce the claim to
the aggregate amount of $239,289.50.
The Debtors note that Wyatt represents or has represented
Wachovia Trust Company, an affiliate of Wachovia Bank, N.A.
f/k/a Wachovia Bank of Georgia, N.A which is a material secured
lender of the Debtors, but the representation is in matters
unrelated to the Debtors or these chapter 11 cases. Wyatt
anticipates that it will continue providing services to Wachovia
Trust in connection with pending and future matters.
Wyatt, however, does not represent, and does not intend to
represent, Wachovia Trust in any matters in which Wachovia Trust
is adverse to the Debtors or in any matters relating to the
Debtors' chapter 11 cases.
With respect to Massachusetts Mutual Life Insurance Company
(MassMutual) which is a material noteholder of the Debtors, the
Debtors notes that Wyatt represents or has represented
MassMutual or its affiliates in matters unrelated to the Debtors
or these chapter 11 cases.
Wyatt anticipates that it will continue providing services to
MassMutual in connection with pending and future matters. Wyatt,
however, does not represent, and does not intend to represent,
MassMutual in any matters in which MassMutual is adverse to the
Debtors or in any matters relating to the Debtors' chapter 11
cases.
The Debtors also note that, from time to time, Wyatt has
represented, and likely will continue to represent, certain
other creditors of the Debtors and various other parties adverse
to the Debtors in matters unrelated to these chapter 11 cases.
The Debtors submit that, to the best of their knowledge,
information and belief, Wyatt does not represent, and has not
represented, any entity other than the Debtors in matters
related to these chapter 11 cases, as declared in the affidavit
of Robert L. Crawford, an attorney and a member of Wyatt in
support of the application.
The Debtors also submit that Wyatt has undertaken a detailed
search to determine, and to disclose, the significant creditors,
equity security holders, insiders and other parties in interest
that it represents or has represented in such unrelated matters,
in addition to those described above. In this regard, Mr.
Crawford presents to the Court a list of such entities as
follows:
Name of Wyatt Relationship Nature of Work
Clients/Affiliates to Debtors Performed By Wyatt
------------------ ------------ ------------------
Current Clients:
Massachusetts Material Noteholder Certain matters related
Mutual Life primarily to real estate
Insurance Company in the State of
(MassMutual) Kentucky.
Wachovia Bank N.A. Material Secured Providing expert witness
(f/k/a Wachovia Lender testimony for Wachovia
Bank of Georgia, Trust Company in a
N.A.) litigation matter.
Former Clients:
Comerica Bank - Affiliate of Preparation of local
California Material Secured Kentucky counsel opinion
(closed Lender in financing transaction
Sept. 2000) involving real estate
located in the State of
Kentucky.
Federal Express Unsecured Creditor Acted as local counsel
Corp. (closed in a case involving
August 1995) goods damaged in transit.
Goldman, Sachs & Material Noteholder Real estate and
Co. (closed and Material acquisition matters.
prior to 1996) Secured Lender
Keith Monument Unsecured Creditor Defense of litigation.
(closed prior
to 1996)
State Street Bank Material Noteholder Miscellaneous advice
and Trust Company and Former on Tennessee franchise
(closed Jan. 1996) Indenture Trustee and excise taxes and
similar matters
(Loewen Bankruptcy News, Issue No. 47; Bankruptcy Creditors'
Service, Inc., 609/392-0900)
LUSCAR ENERGY: S&P Assigns BB Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's assigned its double-'B' corporate credit
rating to Luscar Energy Partnership. At the same time, the
double-'B' senior unsecured debt rating was assigned to the
company's wholly owned subsidiary Luscar Coal Ltd.'s proposed
US$250 million senior unsecured notes due 2011, to be issued
under rule 144A with registration rights. The outlook is stable.
The ratings reflect Luscar's below average financial profile
offset by its leading domestic market position as Canada's
largest coal producer with a high percentage of its operating
margin derived from long-life, stable mine-mouth operations
(mines located in close proximity to the generating stations
that they supply).
Luscar is a midsize coal producer (eighth largest in North
America) operating 10 coal mines located in Saskatchewan,
Alberta, and British Columbia, with total annual sales of 37.4
million tons in 2000. All are surface coal mines, which are less
risky and less costly to operate than underground mines and
which can be reclaimed on an ongoing basis.
The company's substantial coal reserves of 730 million tons (the
equivalent of more than 25 years of production) are all low
sulfur making them more attractive to utilities from an
environmental perspective.
About 15% of the company's production is for the export market
(both thermal and metallurgical coal) with the balance going to
the domestic market (substantially all thermal coal). Most of
the latter is from mine-mouth operations sold under long-term
coal supply contracts to a limited number of high credit-quality
utilities providing very stable operating margins.
The company's export operations are subject to the vagaries of
the cyclical export coal market where prices are set annually
depending on supply and demand. The last four-year period (1997-
2000) was particularly difficult with coal prices in the export
market falling just under 30%, forcing Luscar to take
significant writedowns of its export coal properties.
Beginning with 2001, however, there has been significant price
improvement, which is expected to continue in the near to medium
term. Luscar's export customers include steel mills and
utilities in Asia, South America, the United States, and Europe.
The company's financial policy is currently somewhat aggressive
with total debt to capital in the high 40% area, but management
has stated its longer term intentions to reduce this ratio to
below 40%. In addition, in contrast to many of its North
American peers, the company has a clean balance sheet
without onerous pension and other liabilities.
Although operating margins are expected to be in the moderate
20%-25% range, return on permanent capital (ROPC) remains on the
weak side in the 4%-5% range. Funds from operations (FFO) to
total debt is projected to be around 20% and EBITDA interest
coverage around 4.0 times, both ratios about par for the rating
category. Financial flexibility is adequate given the company's
C$100 million bank credit facility and its expected ability to
generate free cash flow. Luscar is owned 50/50 by Ontario
Teachers' Pension Plan Board and by Sherritt International Corp.
Outlook: Stable
Standard & Poor's expects Luscar to reinvest earnings and cash
flow to optimize its existing operations and pursue prudent
growth opportunities.
METROMEDIA FIBER: Successfully Completes $611 Million Financing
---------------------------------------------------------------
Metromedia Fiber Network, Inc. (MFN) (Nasdaq: MFNX), the leader
in deployment of optical IP Internet infrastructure within key
metropolitan areas domestically and internationally, announced
that it completed a $611 million financing package comprised of
the following:
* a $150 million note purchase facility led by Citicorp,
USA;
* $230 million in convertible debt financing, of which
$180 million is being purchased by affiliates of the
Company and $50 million is being purchased by a
subsidiary of Verizon Communications (NYSE:VZ); and
* $231 million in vendor financing.
The Company also completed agreements with other Company vendors
to modify payments of the Company's pre-existing obligations to
such vendors.
"Management worked extremely hard to secure this funding and we
are very pleased that we have succeeded," said Nick Tanzi, Chief
Executive Officer of MFN. "Our ability to obtain this high level
of financing amid a very challenging economic environment
demonstrates tremendous confidence from our lenders and our
vendors in our business fundamentals and our long-term prospects
in this industry."
"With this funding, we will be able to continue to grow our
company and complete our business plan," said Stephen Garofalo,
Chairman of MFN. "We believe our metropolitan fiber optic
network provides the most comprehensive offering of an end-to-
end optical solution in the market [Tues]day."
The Company also announced senior management changes. MFN has
completed the integration of its AboveNet and SiteSmith
acquisitions and is now a single, unified company doing business
under the MFN brand. MFN is poised to take full advantage of
market opportunities. It has one sales and operations
organization selling and supporting its outsourced digital
communications solution and one infrastructure organization
delivering and supporting communications infrastructure.
In conjunction with securing the financing, MFN has reorganized
its senior management team to better position itself for success
in today's changing economic environment. MFN's new executive
management team is led by Mark Spagnolo, President and Chief
Operating Officer, who will report to Nick Tanzi.
Mr. Spagnolo joined MFN following the Company's acquisition of
Sitesmith, where he was Chief Executive Officer and Chairman of
the Board.
Mr. Spagnolo brings extensive operational experience and success
in building global communications and outsourcing businesses to
MFN, gained through his tenure as President and Chief Executive
Officer of UUNet, a WorldCom company, and through his many years
as a senior executive at EDS.
Nick Tanzi will take over as Chief Executive Officer of MFN,
reporting to the Board of Directors. Stephen Garofalo, the
founder of MFN, will continue in the position of Chairman of the
Board of MFN.
"Mark brings strong operational expertise and demonstrated
success in building global communications companies," said Mr.
Tanzi. "He will play an instrumental role in guiding MFN to the
next level of its growth."
"MFN is entering a new phase of growth characterized by
operational focus and leveraging the substantial assets we
created," said Mark Spagnolo, MFN's President and COO. "We are
now able to focus on executing our business plan, delivering on
our promises to our customers and recognizing revenues from our
infrastructure."
As a result of continued general economic weakness the Company
has revised its quarterly and year 2001 revenue guidance
downward. For the year, the Company issued revised revenue
guidance of between $360 million and $367 million.
As a result of expense reductions and cost control, the Company
also announced that it will become EBITDA positive early in
2002. This is one year ahead of previous guidance. The appendix
at the end of this release sets forth the principal terms of
MFN's new financing.
Metromedia Fiber Network, Inc., the leader in deployment of
optical IP Internet infrastructure within key metropolitan areas
domestically and internationally, is revolutionizing the fiber-
optic industry. By offering virtually unlimited, unmetered
metro-area communications capacity at a fixed cost, Metromedia
Fiber Network is eliminating the bandwidth barrier and
redefining the way broadband capacity is sold.
MFN's optical network enables its customers to implement the
latest data, video, Internet and multimedia applications.
Through its subsidiaries AboveNet Communications, Inc., the
architect of the Internet Service Exchange (ISX), PAIX.net,
Inc., the first and leading neutral Internet exchange, and
SiteSmith, a leader in delivering comprehensive Internet
infrastructure managed services, MFN is a leading provider of
Internet connectivity, co-location and managed services
solutions for high-bandwidth and business-critical applications.
The Company offers a world-class network that provides co-
location services and Internet connectivity for content
providers, ISPs and application service providers. Its global
optical Internet uses open peering and "best exit" technology to
deliver fast, scalable and reliable connections to the Internet,
and improves the Internet experience for end-users.
For more information on AboveNet and its service offering visit
the company's Web site at http://www.above.net For more
information about PAIX.net, Inc., visit the company's Web site
at http://www.paix.netFor more information about SiteSmith,
visit the company's Web site at http://www.sitesmith.com
For more information about Metromedia Fiber Network, please
visit the company's Web site at http://www.mmfn.com
MILLIPORE: S&P Rates Proposed $250MM Credit Facility at BB+
-----------------------------------------------------------
Standard & Poor's assigned its double-'B'-plus bank loan rating
to Millipore Corp.'s proposed $250 million senior unsecured
revolving credit facility.
The new credit facility will replace the company's existing bank
facility and is expected to be used to refinance the company's
$100 million notes due in 2002. Standard & Poor's will withdraw
the rating on Millipore's existing bank loan upon closing of the
new facility.
At the same time, Standard & Poor's affirmed its double-'B'-plus
corporate credit, senior unsecured debt, senior unsecured bank
loan and preliminary senior unsecured shelf ratings on the
company.
The outlook remains positive.
The speculative-grade ratings for Bedford, Mass.-based Millipore
continue to reflect the company's strong position in several
business segments, its relatively predictable revenue stream,
and geographic diversification offset by technology risk and a
leveraged capital structure.
With the recent public offering of part of Millipore's
microelectronics business, Mykrolis Corp., and Millipore's
intention to spin off the remaining shares of Mykrolis through a
dividend distribution to its shareholders, Millipore now
exclusively develops, manufactures, and markets consumable
products and capital equipment for pharmaceutical,
biotechnology, life science research companies, universities,
government labs, and research institutes.
Millipore maintains leading positions in virtually every
business segment in which it competes, based on the reputation
and service of its core filtration technology. New product
development and alliances are expected to further enhance the
company's market positions. Sales of disposables and consumable
products, accounting for about 75% of revenues, are to a diverse
customer base and lend some earnings predictability.
The company is also geographically diversified, with sales
outside of the Americas accounting for about 55% of the total.
In addition, Millipore competes primarily on product quality,
functionality, and customer service rather than price.
However, management will be challenged to control operations as
it continues to expand the company's business. Competition is
strong and the company is subject to changes in technology. In
addition, while research funding is expected to accelerate,
growth could be inconsistent, since the pharmaceutical industry
continues to consolidate and government budgetary pressures
globally are likely to constrain health care and research
spending.
Moreover, the separation of the inherently volatile
microelectronics business left the company with a heavy debt
burden. Indeed, debt to capital, adjusting for operating leases,
is expected to be about 70%. Still, Standard & Poor's expects
cash flow coverage of interest to be at least 5 times.
Outlook: Positive
Improvement in the company's capital structure, combined with
successful leveraging of its investment in R&D, could lead to a
higher rating.
MOLL INDUSTRIES: Tender Offer Spurs S&P to Further Junk Ratings
---------------------------------------------------------------
Standard & Poor's lowered its ratings on Moll Industries Inc.,
AMM Holdings Inc., and Anchor Advanced Products Inc. and placed
the ratings on CreditWatch with negative implications.
The most recent downgrades follow Moll's announcement that it
has commenced a tender offer to purchase up to $66.5 million of
its 10.5% series B senior subordinated notes due 2008 ($116.5
million outstanding).
Holders of notes validly tendered and not withdrawn will receive
$200 per $1,000 principal amount of notes that are accepted. If
more than $66.5 million of notes is tendered and not withdrawn,
the company will accept notes on a pro rata basis.
At the same time, Moll announced a consent solicitation relating
to the notes, which would eliminate almost all the covenants
contained in the indenture as well as the default provisions
that relate to such covenants.
Completion of the tender offer is treated as a default, given
that the value of the proposed payment is substantially less
than the originally contracted amount. If the transaction is
consummated as proposed, Standard & Poor's will lower the
corporate credit rating to 'SD' and the rating on the 10.5%
notes will be lowered to 'D'.
Privately held Moll is a producer of custom-molded and assembled
plastic components, with revenues of about $250 million. The
deterioration in credit quality stems from disappointing sales
in the dental and business equipment markets, as well as
pressure on profitability from acquisition integration issues.
In November 2000, the company sold its underperforming cosmetics
products division and used some of the proceeds to complete a
tender offer for a portion of its 11.75% unsecured notes.
Scheduled cash outlays related to the company's heavy debt
burden, coupled with continued weak cash flow generation
stemming from poor operating performance, have pressured the
firm's liquidity position. As of Aug. 10, 2001, the company
reported $2.8 million available under its $45 million revolving
credit facility.
Ratings Lowered; Placed on CreditWatch Negative
TO FROM
Moll Industries Inc.
Corporate credit rating CC CCC
Subordinated debt C CC
Senior secured debt CCC CCC+
AMM Holdings Inc.
Corporate credit rating CC CCC
Senior unsecured debt C CC
Anchor Advanced Products Inc.
Senior secured debt CC CCC
NETSILICON: Future Profitability Still Uncertain as Losses Swell
----------------------------------------------------------------
NetSilicon Inc.'s net sales were $7.1 million for the three
months ended July 28, 2001 compared to $9.9 million for the
three months ended July 29, 2000, representing a decrease of
28.5%. Net sales decreased to $14.0 million for the six months
ended July 28, 2001 from $18.9 million for the six months ended
July 29, 2000, a decrease of 25.6%.
The decrease in net sales in the three and six month periods was
due primarily to an economic slowdown that has affected the
Company's imaging customers. Revenue from imaging customers was
$5.6 and $11.2 for the three and six month periods,
respectively, ended July 28, 2001 compared to $8.0 and $15.6 for
the three and six month periods, respectively, ended July 29,
2000.
Backlog for Company products and service was approximately $4.5
and $8.1 million at July 28, 2001 and July 29, 2000,
respectively, all of which was scheduled to be shipped within 12
months.
The Company's embedded networking semiconductor and controller
products accounted for 90.0% and 88.7% of total net sales for
the six months ended July 28, 2001 and July 29, 2000,
respectively. Software development tools and development boards
accounted for 5.7% of total net sales for the six months ended
July 28, 2001 and 5.3% of total net sales for the prior year six
month period. Royalty, maintenance and service revenue was 4.3%
and 6.0% of total net sales for the six months ended July 28,
2001 and July 29, 2000, respectively.
During the six months ended July 28, 2001, international sales
accounted for 51.8% of net sales compared to 52.9% of net sales
for the six month period ended July 29, 2000.
NetSilicon incurred net losses from continuing operations for
the fiscal years ended January 31, 1997, 1998, 1999 and 2001. At
January 31, 2001, the Company had an accumulated deficit of $3.6
million. There can be no assurance that NetSilicon will be able
to achieve profitability on a quarterly or annual basis in the
future.
In addition, revenue growth is not necessarily indicative of
future operating results and there can be no assurance that the
Company will be able to sustain revenue growth.
NetSilicon continues to invest significant financial resources
in product development, marketing and sales, and a failure of
such expenditures to result in significant increases in revenue
could have a material adverse effect on the Company.
Due to the limited history and undetermined market acceptance of
its new products, the rapidly evolving nature of its business
and markets, potential changes in product standards that
significantly influence many of the markets for its products,
the high level of competition in the industries in which the
Company operates and other factors, there can be no assurance
that its investment in these areas will result in increases in
revenue or that any revenue growth that is achieved can be
sustained.
NetSilicon's history of losses, coupled with other factors, make
future operating results difficult to predict. The Company and
its future prospects must be considered in light of the risks,
costs and difficulties frequently encountered by emerging
companies.
As a result, there can be no assurance that NetSilicon will be
profitable in any future period.
The Company may need to raise additional funds through public or
private financings or borrowings if existing resources and cash
generated from operations are insufficient to fund its future
activities. No assurance can be given that additional financing
will be available or that, if available, such financing can be
obtained on terms favorable to its shareholders and the Company.
If additional funds are raised through the issuance of equity
securities, the percentage ownership of then current
stockholders of us will be reduced and such equity securities
may have rights, preferences or privileges senior to those of
holders of its common stock.
If adequate funds are not available to satisfy short- or long-
term capital requirements, the Company may be required to limit
its operations significantly.
NEXSTAR BROADCASTING: S&P Revises Outlook Due to Soft Ad Climate
----------------------------------------------------------------
Standard & Poor's revised its outlook on Nexstar Broadcasting
Group LLC to negative from stable. All ratings on Nexstar are
affirmed.
The outlook revision is based on concern that the softer than
anticipated advertising environment could weaken Nexstar's
credit measures below the level appropriate for the rating. Bank
financial covenant compliance will also likely be an issue for
the company in the second half of 2001.
The advertising downturn, which has persisted since late 2000,
has been aggravated by the recent terrorist attacks in the U.S.
The U.S. military response could deepen and prolong the already
weak ad climate. Local advertising, which has held up better
than national so far this year, could suffer given declining
consumer confidence and layoffs.
Political advertising should provide a revenue boost in 2002
given important election races in some of the states in which
Nexstar operates, although spending is unlikely to reach the
very high levels attained in 2000. Assuming the stations
maintain their market positions and given the company's cost
control emphasis, solid cash flow improvement should follow
an advertising rebound.
The ratings continue to reflect Nexstar's cash flow diversity
from major network affiliated television stations in 13 small-
and medium-size markets, the stations' good positions in most
markets, the business' good discretionary cash flow potential,
and cash flow improvement achieved at acquired stations.
Offsetting factors include high financial risk from debt-
financed acquisitions, the potential for future station
purchases, as well as a competitive, mature TV advertising
environment.
Nexstar's revenue for the first six months of 2001 declined 8.5%
on a pro forma basis. The 36% EBITDA margin is average and could
decline to the low 30% area by the end of this year. Total
interest coverage for the 12 months ending June 30, 2001, is
thin at about 1.3 times, while cash interest coverage is about
1.5x. Total debt to EBITDA, including the discount notes, is
high in the upper 7x area. These key credit measures will likely
slip in the second half of 2001 given advertising softness.
There are no meaningful debt maturities for the next two years.
OUTLOOK: NEGATIVE
The ratings could be lowered without sufficient revenue recovery
in 2002, or in the event of further debt-financed acquisitions
or lack of bank covenant flexibility.
RATINGS AFFIRMED
Nexstar Broadcasting Group LLC Ratings
Corporate credit rating B+
Bastet Broadcasting Inc.
Corporate credit rating B+
Mission Broadcasting of Wichita Falls Inc.
Corporate credit rating B+
Nexstar Finance Holdings Inc
Corporate credit rating B+
Senior unsecured debt B-
Nexstar Finance Holdings LLC
Corporate credit rating B+
Senior unsecured debt B-
Nexstar Finance Inc.
Corporate credit rating B+
Senior secured debt B+
Subordinated debt B-
Nexstar Finance LLC
Corporate credit rating B+
Senior secured debt B+
Subordinated debt B-
NOVO NETWORKS: Losses Burgeon Despite Rise in Revenues In FY2001
----------------------------------------------------------------
Novo Networks, Inc. (Nasdaq:NVNW) announced financial results
for the fourth quarter and fiscal year-ended June 30, 2001.
Revenues for the three-month period ended June 30, 2001
decreased 20.1% to $13.1 million from $16.4 million in the year-
ago quarter. The decline in revenues is attributable to both
lower rates and voice traffic volumes over the Company's
communications network.
The Company reported a net loss applicable to common
stockholders of $18.1 million, compared to a net loss of $14.4
million, in the fourth quarter of fiscal 2000.
The net loss includes an impairment loss of $8.6 million
relating to the write down to fair market value of certain
telecommunications assets. The net loss also includes other non-
cash items including depreciation and amortization of
approximately $1.0 million and equity in loss of affiliates of
approximately $1.7 million.
The weighted average number of shares outstanding for the fourth
quarters of fiscal 2001 and 2000 were 52,222,671 and 51,322,909,
respectively, and reflect the issuance of shares pursuant to
acquisitions and financings completed during the fiscal year.
Revenues for the fiscal year ended June 30, 2001 increased 30.0%
to $72.0 million from $55.4 million in fiscal 2000. Novo
Networks reported a net loss of $183.9 million, compared to a
net loss of $44.3 million in fiscal 2000.
The net loss reflects an impairment loss of $120.5 million,
restructuring charges of approximately $3.9 million and other
non-cash items, including depreciation and amortization of
approximately $20.5 million, equity in loss of affiliates of
approximately $9.0 million and imputed preferred dividends of
$2.3 million. The weighted average number of shares outstanding
for fiscal 2001 and fiscal 2000 were 52,222,671 and 38,739,230,
respectively.
Subsequent to June 30, 2001, the Company began the process of
diversifying its operations to include both telecommunications
and financial services. In conjunction with this effort, the
Company's principal operating subsidiaries -- Novo Networks
Operating Corp., AxisTel Communications, Inc. and e.Volve
Technology Group, Inc. -- each commenced voluntary cases under
chapter 11 of the United States Bankruptcy Code in order to
stabilize ongoing operations and protect their assets pending
implementation of a chapter 11 plan of reorganization.
The principal operating subsidiaries continue to work on a plan
of reorganization, to be filed in the near future, focusing on
e.Volve's existing voice service offerings to Mexico.
On July 11, 2001 the Company was notified by the Nasdaq Stock
Market that its securities failed to meet the $1.00 minimum bid
price requirement for continued listing under the Nasdaq Stock
Market rules.
Novo announced on August 28, 2001 that its Board of Directors
and a majority of the holders of outstanding voting stock
approved a 1-for-7 reverse stock split of the Company's common
stock. The reverse split, which affected stockholders of record
as of September 4, 2001, will become effective, if implemented,
following the resumption of trading in the Company's common
stock, which was suspended in response to the Subsidiaries'
bankruptcy filings and Nasdaq's ongoing review.
The reverse stock split will reduce the number of shares of
common stock issued and outstanding on a fully diluted basis
from approximately 54.0 million to approximately 7.5 million. On
September 27, 2001 Nasdaq subsequently implemented an across-
the-board moratorium on enforcing the minimum bid and public
float requirements for listed companies until January 2, 2002.
The Nasdaq Stock Market has also requested additional
information from the Company regarding bankruptcy filings of the
Company's operating subsidiaries, as well as the Company's
proposed business plan going forward. The Company has responded
to Nasdaq's request and is engaged in ongoing discussions with
Nasdaq regarding the continued listing of the Company's stock.
PACIFIC GAS: California Retailers Express Support of Reorg. Plan
----------------------------------------------------------------
California Retailers Association released the following
statement on Pacific Gas and Electric Company's proposal to
emerge from bankruptcy:
"The California Retailers Association supports this plan because
of the many benefits it offers to California, its consumers, and
its businesses."
"We are pleased that this proposal would allow PG&E to pay the
tens of thousands of small businesses who are owed money -- in
full, with interest. These firms, through no fault of their own,
have been hurt by this energy crisis, and should be made whole -
- and will be, under this proposal."
"We are particularly pleased that PG&E's plan does not include
any kind of rate increase. With our economy hanging in the
balance, the last thing California consumers or small businesses
need is higher utility rates. The plan also will provide
consumers with power pricing stability -- by locking in long-
term prices for power at a relatively low price. This will
benefit all customers by establishing fair prices that won't
spike over time."
"Finally, it is critically important to note that the plan is
designed to return PG&E to financial viability so that the State
of California can get out of the power procurement business,
which has been taking funds away from other economic and social
programs. The plan also does not require any legislative action
or any financial bailout, so the State's attention and funds may
once again be focused on their appropriate objectives."
The California Retailers Association is a trade association
representing major California department and specialty stores,
mass merchandisers, grocery, chain drug and convenience stores.
Our members have more than 9,000 stores in California and
account for more than $100 billion in sales annually.
PENTACON INC: Misses Senior Subordinated Note Interest Payment
--------------------------------------------------------------
Pentacon, Inc. (NYSE: JIT) announced that it did not make the
interest payment that was due on October 1, 2001, in respect of
its 12-1/4 percent Senior Subordinated Notes due April 1, 2009.
The Company has a 30-day grace period within which to make the
interest payment due October 1 on the Notes before such
nonpayment would become an event of default under the indenture
relating to the Notes and the Company's bank credit facility.
On September 28, 2001, the Company's lender under its bank
credit facility exercised its right to establish a reserve in
the amount of $4.9 million, effectively reducing the Company's
availability under that facility to meet its working capital,
capital expenditure and debt servicing requirements.
Although the Company generated positive cash flow for the third
quarter, because of the events of September 11, 2001 and the
Company's business concentration in certain segments of the
aerospace industry the Company is revising its business
projections in the context of current economic conditions.
The Company also is continuing to consider a variety of other
potential transactions with a view toward strengthening its
financial wherewithal. The Company continues in discussions with
its lenders under the bank credit facility, and shortly will be
inviting a dialogue with the holders of its Notes. The purpose
of these discussions will be to explore scenarios for
restructuring financially and recapitalizing the Company.
No assurance can be made that Pentacon will be able to negotiate
successfully with its creditors or will make the interest
payment prior to an event of default under the indenture
relating to the notes or under the Company's bank credit
facility.
An event of default under the indenture relating to the Notes or
under the Company's bank credit facility could result in the
maturity of substantially all of the Company's indebtedness
being accelerated.
POWERBRIEF: Chapter 11 Case Summary
-----------------------------------
Debtor: PowerBrief Inc.
dba Integrated Orthopaedics Inc
dba DRCS Medical Corporation
5858 Westheimer #500
Houston, TX 77057
Chapter 11 Petition Date: October 2, 2001
Court: Southern District of Texas
Bankruptcy Case No.: 01-40795
Judge: William R. Greendyke
Debtor's Counsel: Robert C Stokes, Esq.
Attorney at Law
5851 San Felipe
Ste 950
Houston, TX 77057
713-266-4190
PURINA MILLS: Delays Closing of Land O'Lakes Acquisition
--------------------------------------------------------
Purina Mills, Inc. (Nasdaq: PMIL) has announced a delay in the
closing of the proposed Land O'Lakes acquisition. Purina Mills
and Land O'Lakes now contemplate that the transaction will close
during the month of October.
The transaction, which has previously been approved by Purina
Mills stockholders and received anti-trust clearance, had been
expected to close by the end of September.
Under the terms of the merger agreement, Purina Mills has the
right to terminate the merger agreement if Land O'Lakes has not
obtained the financing necessary to consummate the merger by
November 15, 2001.
Daniel E. Knutson, the Chief Financial Officer of Land O'Lakes,
stated: "The recent tragic events in New York and the associated
uncertainty in financial and credit markets have delayed the
closing of our Purina Mills transaction. We continue to actively
pursue this acquisition. While the financial and credit markets
have been affected, we contemplate that this transaction will be
consummated in October."
Purina Mills is America's leading producer and marketer of
animal nutrition products. Based in St. Louis, Missouri, the
company has 49 plants and approximately 2,300 employees
nationwide.
Purina Mills is permitted under a perpetual, royalty-free
license agreement from Ralston Purina Company to use the
trademarks "Purina" and the nine-square Checkerboard logo.
Purina Mills is not affiliated with Ralston Purina Company,
which distributes Purina Dog Chow brand and Purina Cat Chow
brand pet foods.
SALOMON BROTHERS: Losses Cause Fitch to Cut Mortgage Note Rating
----------------------------------------------------------------
Fitch lowers its ratings of the following Salomon Brothers
Mortgage Securities VII, Inc.
Salomon Brothers 1997 Hud-2
* Class B3 ($16,331,129 outstanding), rated 'BBB' remains on
Rating Watch Negative.
Salomon Brothers 1997 Hud-2
* Class B4 ($11,236,381 outstanding), rated 'B' is downgraded
to 'CCC'.
The action is the result of a review of the level of losses
incurred to date and the current high delinquencies relative to
the applicable credit support levels. As of the Aug. 25, 2001
distribution.
Salomon Brothers 1997 Hud-2 remittance information indicates
that 23.04% of the pool is over 90 days delinquent and
cumulative losses are $32,988,553 or 7.60% of the initial pool.
Class B3 currently has 6.57% of credit support, and class B4
currently has 1.19% of credit support remaining.
SIMONDS INDUSTRIES: Strained Finances Spur S&P to Junk Ratings
--------------------------------------------------------------
Standard & Poor's lowered its ratings on Simonds Industries Inc.
affecting $100 million in debt securities. The outlook is
negative.
The rating actions reflect the company's increased level of
financial stress, resulting from deteriorating operating
results, a heavy debt burden, and constrained liquidity.
Operating performance continues to be weaker than expected due
to weak industry fundamentals (especially in the wood market),
adverse foreign currency exchange rates, and continued pricing
pressures.
Credit protection measures are weak with total debt to EBITDA of
about 8.2 times and interest coverage of 1.2x as of June 30,
2001. Given current end market conditions, these measures are
likely to worsen over the near term.
Simonds manufactures industrial cutting and sharpening tools,
including saw blades, files, knives, steel rule, and filing room
equipment. Products are sold to three end-user markets--metal
cutting (49% of sales), wood-cutting (40%), and paper products
(11%).
EBITDA declined by more than 45% for the first six months of
2001, to $5.6 million, compared with $10.2 million in June 2000.
Additionally, end-market demand is not expected to materially
improve over the near term.
The company's reduced cash generation has increased financial
risk and continues to negatively impact liquidity. Management
continues to focus on improving profitability by reducing costs,
consolidating and closing facilities, and reducing overhead.
However, these initiatives have not been enough to offset
weak industry fundamentals.
High financial risk will likely persist for the near to
intermediate term, reflecting Simond's highly leveraged capital
structure, heavy debt burden, and very soft end markets. Near-
term financial flexibility is limited as the company has a $5.1
million interest payment associated with its subordinated notes
due January 2002.
During the second quarter of 2001, the company was in violation
of its bank credit agreement, but Simonds was able to obtain
waivers and is currently in compliance. However, absent a near-
term rebound in demand, the potential for future covenant
violations is high. As of June 30, 2001, the company had about
$1.4 million in cash and $21 million of availability on its $40
million revolving credit facility.
Outlook: Negative
Financial stress is likely to increase if Simonds experiences a
continuing weakening in business conditions. Failure to improve
financial performance and credit protection measures could
result in increasing liquidity pressures and additional
downgrades.
Ratings Lowered, Outlook Negative
Simonds Industries Inc. TO FROM
Corporate credit rating CCC+ B
Subordinated debt rating CCC- CCC+
STELLEX: Secures Exit Financing and Emerges From Bankruptcy
-----------------------------------------------------------
Stellex Technologies, Inc., has successfully completed its exit
financing and has emerged from bankruptcy. Pursuant to its Plan
of Reorganization, the company has also changed its name to
Stellex Aerostructures, Inc.
On April 20, 2001, Stellex announced it intended to pursue a
"stand-alone" Plan of Reorganization under which Stellex would
be owned by its creditors. On August 21, 2001 the U.S.
Bankruptcy Court for the District of Delaware approved the Plan.
P. Roger Byer, CFO of Stellex was named CEO and President of
Stellex. The new Board of Directors include Mr. Roger G.
Pollazzi, Chairman and CEO of Harvard Industries Inc., Mr.
Robert H. Maskrey, Executive Vice President and Chief Operating
Officer of Moog, Inc., Mr. Ben E. Waide, III, former Chairman
and CEO of Atlantic Aviation Corporation, Mr. Ronald W.
Stahlschmidt, retired Ernst & Young Partner and Mr. Byer.
Mr. Byer stated, "This is the successful conclusion to a
difficult process and is a tribute to everyone that worked so
hard to achieve this goal. We especially appreciate the loyalty
and understanding of our employees and customers during this
difficult process."
Stellex is a leading provider of highly engineered subsystems
and components for the aerospace and defense industries. Stellex
Aerostructures is comprised of six subsidiaries, Stellex
Monitor, Stellex Precision, Bandy Machining, Paragon Precision,
SEAL Laboratories and General Inspection Laboratories and is
involved primarily in the precision machining of turbomachinery
components, aircraft hinges and other structural components for
the aerospace and space industries. Monitor and Precision are
leaders in the manufacturing of large complex machined parts and
structural sub-assembly components for the aerospace industry.
SWISSAIR: Ceases All Operations Due to Lack of Needed Liquidity
---------------------------------------------------------------
Swissair has been forced to cease all flight operations with
immediate effect. Despite intensive efforts throughout the day,
the company has been unable to obtain the liquidity needed to
secure daily business and safe operations. It is uncertain at
this time when flight operations will resume.
All Swissair flights had to be suspended from 12:30 CET (10:30
UTC) Wednesday, October 2, 2001.
The decision that no further aircraft would be allowed to depart
from Switzerland was taken at 15:45 CET (13:45 UTC). The
aircraft currently abroad will be flown back to Switzerland as
soon as possible.
Swissair regrets this measure, which has a drastic impact,
especially for its passengers and staff. The action is being
taken in what has traditionally been the strongest month of the
year in revenue terms, and affects not only thousands of
passengers but also thousands of jobs in and outside
Switzerland.
Far more jobs are now at risk than the 2,650 announced Tuesday,
October 1, 2001.
TITANIUM METALS: Valhi's Offer Doesn't Alter S&P's Junk Rating
--------------------------------------------------------------
Standard & Poor's affirmed its ratings on Titanium Metals Corp.
(TIMET) and removed them from CreditWatch where they were placed
with positive implications on Sept. 21, 2001. The outlook is
stable.
The ratings had been placed on CreditWatch following Valhi
Inc.'s proposal to TIMET of an exchange of Valhi's common shares
of NL Industries (held by Valhi and Tremont Corp.) for a
combination of newly issued shares of TIMET common stock and
TIMET debt securities.
The ratings are being affirmed and removed from CreditWatch
following the announcement that Valhi has withdrawn its proposal
to TIMET, citing difficulty in assessing business and financial
prospects of NL and TIMET given the current economic environment
and therefore, adequately valuing the securities of both
companies.
The ratings on TIMET reflect the challenges of operating in the
highly cyclical and competitive titanium industry, offset by a
moderate capital structure.
Denver, Colo.-based TIMET is an integrated producer of titanium
sponge and mill products used primarily in aerospace
applications. The titanium metals industry is extremely
competitive worldwide, in part because excess industry capacity
intensifies price competition during cyclical downturns. Demand
from the commercial aerospace market accounts for 65% of
domestic titanium consumption and 85% of TIMET's revenue.
After recently showing signs of stabilizing following a
protracted period of difficult conditions from 1996 thorough
1998, the aerospace industry is expected to be severely affected
by the terrorist attacks in the U.S. on Sept. 11, 2001,
which will likely lead to dramatic capacity reductions and
possible deferrals of aircraft deliveries and aircraft order
cancellations.
The degree and duration of the adverse conditions in commercial
aerospace industry are unclear at the present time, as is the
impact on TIMET's business with its largest customer, Boeing.
TIMET recently reached a settlement with Boeing following
Boeing's stated intent to seek relief from its obligations under
its supply contract with TIMET. Under the new take-or-pay
contract with Boeing, Boeing will advance TIMET annual payments
of $28.5 million regardless of whether it purchases up to the
maximum annual 7.5 million pounds of titanium specified under
the contract with TIMET. The contract runs through 2007.
Proceeds of the $65 million pre-tax settlement with Boeing were
used to reduce debt to nominal levels and make full payment of
its preferred stock dividends that were in arrears. Reflecting
the extreme volatility of the industry, TIMET incurred operating
losses (after depreciation depletion and amortization and before
restructuring charges) of $24.6 million and $32.2 million during
fiscal years ending Dec. 31, 1999, and Dec. 31, 2000,
respectively, versus an operating profit of $106.7 million
during fiscal year 1998.
Standard & Poor's expects the company to continue to incur
losses over the intermediate term. However, the company has $148
million of availability under its revolving credit facility and
$25 million in cash in order to meet ongoing working capital
needs, capital expenditures, and preferred stock dividend
payments.
Outlook: Stable
Standard & Poor's expects the company's operating performance to
remain weak given the outlook for the aerospace industry.
However, TIMET has sufficient liquidity to weather a protracted
period of distressed conditions.
Ratings Affirmed and Removed from CreditWatch
Titanium Metals Corp. Ratings
Corporate credit rating B
Preferred stock rating CCC
VALHI: S&P Affirms Low-B Ratings After Reviewing TIMET Offer
------------------------------------------------------------
Standard & Poor's affirmed its ratings on Valhi Inc. and its 60%
owned subsidiary, NL Industries Inc. At the same time, all
ratings were removed from CreditWatch, where they were placed on
Sept. 21, 2001, following Valhi's announcement of a proposal to
Titanium Metals Corp. (TIMET) to exchange its common shares of
NL Industries (held by Valhi and Tremont Corp.) for a
combination of newly issued shares of TIMET common stock and
debt securities.
The outlook is stable.
These rating actions follow Valhi's announcement that it is now
withdrawing the proposal, thereby eliminating concerns that the
transaction could have resulted in greater reliance on TIMET's
more volatile business and financial profile. Valhi indicated
that the current economic environment could impair the parties'
ability to accurately value the securities of both companies.
NL Industries is the world's fourth-largest producer of titanium
dioxide (TIO2) and the second-largest European player. TIO2
pigments are used to add whiteness and opacity to a wide range
of products including paints, paper, plastics, and fibers.
The firm benefits from decent geographic diversity,
environmentally compliant proprietary technology, and
competitive cost positions. Still, this is primarily a commodity
business, and price and margin fluctuations will occur due to
shifts in economic conditions, the relative balance of supply
and demand, and fluctuations in raw materials costs.
Following a period of consolidation, competition has become
increasingly concentrated among a few large producers, mostly
well-established industry participants. As a mature industry,
demand tends to grow at slow, steady rates, although some
variations will occur due to conditions within the key markets
of coatings, plastics, and paper.
Recent economic uncertainties could result in somewhat lower
pricing over the near term and several producers have announced
efforts to reduce bottlenecking at existing facilities. Over the
intermediate term, however, favorable industry dynamics,
including consistent demand growth and limited large-scale
capacity additions, should support modest improvement.
Given the cyclicality of Valhi's primary business, adherence to
less-aggressive financial policies is an important rating
consideration. In recent years, the divestiture of noncore
business operations has provided cash for debt reduction and
additional financial flexibility. Still, Valhi's historical
investment activity raises the potential of future debt-financed
acquisitions.
Also, Valhi and its subsidiaries are subject to ongoing
litigation related to allegations of personal injury caused by
the manufacturer of lead pigments, and environmental
liabilities. Taking these considerations into account, average
debt (adjusted to capitalized operating leases) to total
capitalization should be maintained near 50%, and the key
ratio of funds from operations to total adjusted debt should
remain in the 20%-25% range, on average, throughout the business
cycle.
Outlook: Stable
The ratings are supported by recent efforts to reduce debt and
the expectation for generally favorable business conditions in
the intermediate term.
Ratings Affirmed; Removed From CreditWatch
Valhi Inc.
Corporate credit rating BB-
NL Industries Inc.
Corporate credit rating BB-
Senior secured debt B+
WALL STREET DELI: Files Chapter 11 Petition in Birmingham
---------------------------------------------------------
Wall Street Deli, Inc. (OTCBB:WSDI) has filed a voluntary
petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code [in Northern District of Alabama - Ed].
The filing will enable the Company to protect the values of its
properties, operate its business and serve customers while it
develops a plan of reorganization for providing a suitable
organizational and capital structure for the future.
After fighting declining sales and increasing losses for the
past few years, the Company embarked on an aggressive program to
close or sell marginal restaurants, franchise geographically
disparate markets, and retain a core of profitable company-run
operations in the Southeast.
During fiscal 2001, several restaurants were closed, two were
sold, and there were current discussions to negotiate the sale
or franchising of up to an additional 30 restaurants.
The September 11th terrorist attack resulted in the temporary
closing of virtually all of the company-owned restaurants in the
Washington, D.C.-area, where 35% of the Company's restaurants
are located.
In addition, most of the remaining restaurants located in high-
rise office buildings across the United States closed on that
day. All but five of the restaurants were reopened within forty-
eight hours, but with lower sales volumes. The restaurants
remaining closed include two of the Company's highest volume
restaurants, one located in Reagan National Airport in
Washington, D.C., and the second at the Allen Center in Houston,
Texas.
In addition, negotiations on the sale of the various restaurants
and markets have not been consummated. These occurrences lowered
cash inflows even further, and the Company risked losing
valuable restaurant properties for late payment of rents.
With the Company's already-precarious cash position further
weakened by these events, the Company made the determination,
after careful consideration of its various options, that
reorganization through Chapter 11 presents the best opportunity
and mechanism for completing a restructuring that will provide a
more appropriate capital structure and sufficient cash to
support its operations.
It is the Company's intent to continue its long-term strategy of
shedding unprofitable operations, franchising geographically
disparate markets, and maintaining a profitable core of
restaurants located in the Southeast.
The Company currently operates 55 restaurants and franchises 29
restaurants in 10 markets.
WALL STREET DELI: Chapter 11 Case Summary
-----------------------------------------
Debtor: Wall Street Deli Inc.
One Independence Plaza, Ste. 100
Birmingham, AL 35209
Chapter 11 Petition Date: October 01, 2001
Court: Northern District of Alabama (Birmingham)
Bankruptcy Case No.: 01-06987
Judge: Tamara O. Mitchell
Debtor's Counsel: Charles L. Denaburg, Esq.
Najjar Denaburg, P.C.
2125 Morris Avenue Birmingham, Alabama
35203 (Jefferson Co.)
Telephone: 205-250-8400
Telecopier: 205-326-3837
WINSTAR COMMS: Selling XNET Division Assets for $500,000
--------------------------------------------------------
As a major step of their restructuring efforts, Winstar
Communications, Inc. seek the Court's permission to sell
substantially all assets used in their XNET Division in Lisle,
Illinois, under the terms of an Asset Purchase Agreement with
XNET Information Systems, Inc.
Edward J. Kowsmoski, Esq., at Young Conway Stargatt & Taylor, in
Wilmington, Delaware relates that in the process of selling
their non-core assets and businesses, the Debtors identified the
regional Internet service provider as non-core assets to sell.
The Debtors approached Santa Fe Capital, Daniels & Associates,
and Anthony Advisors to market the Division for sale.
The Debtors chose Santa Fe Capital to market the Divisions
because it was the only broker that expressed confidence that it
would be able to identify prospective purchasers willing to pay
reasonable value for the Division and close the transaction
quickly. Santa Fe Capital identified two potential purchasers
who expressed interest in purchasing the Division: Third Coast
Networks and XNET Information Systems for the XNET Division.
Richard Land, Senior Director of Corporate Development at
Winstar Wireless, Inc., relates that that Third Coast submitted
a final bid of $250,000 for the XNET Division while XNET named
$500,000 as its final figure. The Debtors selected XNET's bid
because it simply was the higher price.
In addition, XNET is still employed by the Division and were
involved in establishing it, which would result in greater
continuity for the Division and thus maximize its value.
Aside from all tangible assets, the Debtors also seek
authorization for the assumption and assignment to the
Purchasers of certain executory contracts and miscellaneous
property related to the Divisions, including:
A. all trade names, domain names, and corresponding Internet
protocol addresses, logos, trademarks, copyrights, and other
intellectual property used in the Division's business
B. The interest of the Division as lessee of certain real
property
C. Several contracts, including all deposits and prepayments
received by the Division with respect to performance of such
contract on or after the Effective Date
D. All customer purchase orders and customer accounts entered
into and exclusively to the Division or the Acquired Assets
in effect on the Effective Date
E. All rights of the Division under or pursuant to all
warranties, representations and guaranties made by suppliers
in connection with products or services furnished exclusively
to the Division
F. Any and all of the Division's customer lists, records, books,
and records including manuals and data, advertising
materials, sales correspondence, and copied of employment
records for current employees of the Division whom the
Purchaser wants to retain
G. All federal, foreign, state, provincial, municipal, local, or
other government consents, certifications, licenses, permits,
grants and authorizations in effect necessary to permit the
Division to conduct its business
H. All the goodwill of the division
I. Any and all rights of the Division to receive mail, notices,
or other communications directed to or related to the
Division
Other provisions in the Asset Purchase Agreement include:
A. Assumed Liabilities: The Purchaser shall undertake, assume,
and other pay (i)all of the liabilities and obligations of
the Debtors under the Assigned Contracts, (ii)Liabilities
associated with prepaid customer accounts, and (iii)all other
liabilities of the Division.
B. Representations and Warranties Seller: Standard
representation and warranties regarding corporate status and
authorization, no conflicts, financial statements, absence of
undisclosed liabilities, taxes, litigation, compliance with
laws, government approvals, government contracts, title to
assets, leases assigned contracts, intellectual property,
including all of its domain names, and brokers.
C. Representations and Warranties of Purchaser: Standard
covenant typical to transactions regarding corporate status
and authorization, no conflicts, litigation, and brokers.
D. Covenants: Aside from the standard covenants typical to this
type, the Debtors agreed to maintain certain
telecommunication circuits utilized by the Division, at the
Purchaser's expense, for up to 180 days following the Closing
Date. During that period, Purchaser will diligently seek to
migrate the Division's telecommunications traffic off of
those circuits. Additionally, after closing the XNET sale,
the Purchaser will use reasonable commercial efforts to amend
each trademark, trade name and other Intellectual Property
included in the acquired assets. The Purchaser has also
agreed to offer employment on comparable terms to the
existing employees.
E. Conditions Precedent: Entry by the Bankruptcy Court of an
order approving the asset free and clear of all liens,
interests, and claims reasonably satisfactory to the
Purchaser's counsel and the Debtors and their counsel.
F. Indemnification: Typical indemnification provisions for this
type of transaction, including indemnification of the
Purchaser, its officers, directors, employees, agents,
advisors, representatives, and affiliates by the Debtors for
losses resulting from (i) inaccuracy of any representation or
warranty, (ii) any failure of the Debtors to perform any
covenant or agreement under the Asset Purchase Agreement,
(iii) the Debtors' operation of the Division prior to the
Effective date, and (iv) any liabilities of the Division
other than the Assumed Liabilities. The maximum amount of the
Debtors' indemnification obligations shall be a sum equal to
the purchase price.
Mr. Land tells the Court says that the Debtors agreed to pay the
Purchaser $40,000 in the event an Order approving the sale is
not entered due to a competing offer for diligence and
attorneys' fees. Mr. Land says that the proposed sale
transaction will net at least $450,000 for the XNET Division,
after final purchase price adjustments and payment of all
closing-related matters. Mr. Land says that it will increase the
Debtors' liquidity and ensure continued operations of their
estates.
Lucent Objects
Daniel J. Franchesi, Esq., at Richards Layton & Finger, in
Wilmington, Delaware, recounts that by the XNET Motion, the
Debtors seek to sell substantially all of the assets of its
Illinois-based Division, asserting that it is part of their
business plan to sell all non-core assets. He says that Lucent
has no objections to this as the Motion asserts that all the
assets to be sold do not include any equipment owned, leased, or
financed to Winstar by Lucent or its affiliates.
Mr. Franchesi tells the Court that Lucent objects to the Debtors
motion if the assets do include Lucent Equipment or Contracts.
In that case, Lucent requests the Court to recognize that all
rights to these Equipment and Contracts are reserved by Lucent.
Mr. Franchesi says that Lucent further reserves all of its
rights to all of its collateral, including its right to seek
further relief from automatic stay.
Mr. Franchesi relates that Lucent is a secured creditor of the
Debtors with pre-petition claims of approximately $758,000,000.
In addition, Lucent has unsecured pre-petition claims against
the Debtors that exceed $100,000,000. (Winstar Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 609/392-0900)
* Meetings, Conferences and Seminars
------------------------------------
October 3-6, 2001
American Bankruptcy Institute
Litigation Skills Symposium
Emory University School of Law, Atlanta, Georgia
Contact: 1-703-739-0800 or http://www.abiworld.org
October 12-16, 2001
TURNAROUND MANAGEMENT ASSOCIATION
2001 Annual Conference
The Breakers, Palm Beach, FL
Contact: 312-822-9700 or info@turnaround.org
October 16-17, 2001
International Women's Insolvency and Restructuring
Confederation (IWIRC)
Annual Fall Conference
Orlando World Center Marriott, Orlando, Florida
Contact: 703-449-1316 or
http://www.inetresults.com/iwirc
October 28 - November 2, 2001
IBA Business Law International Conference
Including Insolvency and Creditors Rights Sessions
Cancun, Mexico
Contact: +44 (0) 20 7629 1206
http://www.ibanet.org/cancun
November 15-17, 2001
ALI-ABA
Commercial Real Estate Defaults, Workouts, and
Reorganizations
Regent Hotel, Las Vegas
Contact: 1-800-CLE-NEWS or http://www.ali-aba.org
November 26-27, 2001
RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
Seventh Annual Conference on Distressed Investing
The Plaza Hotel, New York City
Contact 1-903-592-5169 or ram@ballistic.com
November 29-December 1, 2001
American Bankruptcy Institute
Winter Leadership Conference
La Costa Resort & Spa, Carlsbad, California
Contact: 1-703-739-0800 or http://www.abiworld.org
December 7 and 8, 2001
American Bankruptcy Institute
ABI/Georgetown Program "Views from the Bench"
Georgetown University Law Center, Washington, D.C.
Contact: 1-703-739-0800 or http://www.abiworld.org
January 31 - February 2, 2002
American Bankruptcy Institute
Rocky Mountain Bankruptcy Conference
Westin Tabor Center, Denver, Colorado
Contact: 1-703-739-0800 or http://www.abiworld.org
January 11-16, 2002
Law Education Institute, Inc
National CLE Conference(R) - Bankruptcy Law
Steamboat Grand Resort, Steamboat Springs, Colorado
Contact: 1-800-926-5895 or
http://www.lawedinstitute.com
February 28-March 1, 2002
ALI-ABA
Corporate Mergers and Acquisitions
Renaissance Stanford Court, San Francisco, CA
Contact: 1-800-CLE-NEWS or http://www.ali-aba.org
March 3-6, 2002 (tentative)
NORTON INSTITUTES ON BANKRUPTCY LAW
Norton Bankruptcy Litigation Institute I
Park City Marriott Hotel, Park City, Utah
Contact: 770-535-7722 or Nortoninst@aol.com
March 8, 2002
American Bankruptcy Institute
Bankruptcy Battleground West
Century Plaza Hotel, Los Angeles, California
Contact: 1-703-739-0800 or http://www.abiworld.org
March 20-23, 2002
TURNAROUND MANAGEMENT ASSOCIATION
Spring Meeting
Sheraton El Conquistador Resort & Country Club
Tucson, Arizona
Contact: 312-822-9700 or info@turnaround.org
April 10-13, 2002 (tentative)
NORTON INSTITUTES ON BANKRUPTCY LAW
Norton Bankruptcy Litigation Institute II
Flamingo Hilton, Las Vegas, Nevada
Contact: 770-535-7722 or Nortoninst@aol.com
April 18-21, 2002
American Bankruptcy Institute
Annual Spring Meeting
J.W. Marriott, Washington, D.C.
Contact: 1-703-739-0800 or http://www.abiworld.org
April 25-27, 2002
ALI-ABA
Fundamentals of Bankruptcy Law
Rittenhouse Hotel, Philadelphia
Contact: 1-800-CLE-NEWS or http://www.ali-aba.org
May 13, 2002 (Tentative)
American Bankruptcy Institute
New York City Bankruptcy Conference
Association of the Bar of the City of New York
New York, New York
Contact: 1-703-739-0800 or http://www.abiworld.org
June 6-9, 2002
American Bankruptcy Institute
Central States Bankruptcy Workshop
Grand Traverse Resort, Traverse City, Michigan
Contact: 1-703-739-0800 or http://www.abiworld.org
June 27-30, 2002
NORTON INSTITUTES ON BANKRUPTCY LAW
Western Mountains, Advanced Bankruptcy Law
Jackson Lake Lodge, Jackson Hole, Wyoming
Contact: 770-535-7722 or Nortoninst@aol.com
July 11-14, 2002
American Bankruptcy Institute
Northeast Bankruptcy Conference
Ocean Edge Resort, Cape Cod, MA
Contact: 1-703-739-0800 or http://www.abiworld.org
August 7-10, 2002
American Bankruptcy Institute
Southeast Bankruptcy Conference
Kiawah Island Resort, Kiawaha Island, SC
Contact: 1-703-739-0800 or http://www.abiworld.org
October 9-11, 2002
INSOL International
Annual Regional Conference
Beijing, China
Contact: tina@insol.ision.co.uk or
http://www.insol.org
October 24-28, 2002
TURNAROUND MANAGEMENT ASSOCIATION
Annual Conference
The Broadmoor, Colorado Springs, Colorado
Contact: 312-822-9700 or info@turnaround.org
December 5-8, 2002
American Bankruptcy Institute
Winter Leadership Conference
The Westin, La Paloma, Tucson, Arizona
Contact: 1-703-739-0800 or http://www.abiworld.org
April 10-13, 2003
American Bankruptcy Institute
Annual Spring Meeting
Grand Hyatt, Washington, D.C.
Contact: 1-703-739-0800 or http://www.abiworld.org
December 3-7, 2003
American Bankruptcy Institute
Winter Leadership Conference
La Quinta, La Quinta, California
Contact: 1-703-739-0800 or http://www.abiworld.org
April 15-18, 2004
American Bankruptcy Institute
Annual Spring Meeting
J.W. Marriott, Washington, D.C.
Contact: 1-703-739-0800 or http://www.abiworld.org
December 2-4, 2004
American Bankruptcy Institute
Winter Leadership Conference
Marriott's Camelback Inn, Scottsdale, AZ
Contact: 1-703-739-0800 or http://www.abiworld.org
The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via
e-mail to conferences@bankrupt.com are encouraged.
*********
Bond pricing, appearing in each Monday's edition of the TCR, is
provided by DLS Capital Partners in Dallas, Texas.
A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.
Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette
C. de Roda, Ronald P. Villavelez and Peter A. Chapman, Editors.
Copyright 2001. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers. Information
contained herein is obtained from sources believed to be
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The TCR subscription rate is $575 for 6 months delivered via e-
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are $25 each. For subscription information, contact Christopher
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*** End of Transmission ***