/raid1/www/Hosts/bankrupt/TCR_Public/030903.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, September 3, 2003, Vol. 7, No. 174
Headlines
21ST CENTURY TECH.: Kevin Romney Resigns as Company Director
ACTRADE FINANCIAL: All Proofs of Claim Due by September 8, 2003
ACTRADE FINANCIAL: Asset Sale Hearing Slated for September 11
AFTON FOOD: June 2003 Working Capital Deficit Tops CDN$11 Mill.
AMERCO: Committee Wants Court's Nod to Hire Real Estate Advisor
AMES: Court Approves Amended Pact with Northgate & Burlington
ARMSTRONG: Wants to Keep Plan Filing Exclusivity Until April 2
ASIA GLOBAL CROSSING: Court Fixes November 10 Chapter 7 Bar Date
BETHLEHEM STEEL: Asks Court to Disallow Some Reclamation Claims
BUDGET GROUP: Lease Decision Period Extended Until September 29
BURLINGTON: Court Approves Proposed Lease Decision Procedures
CENTRAL PARKING: Widens Contract at Detroit Metropolitan Airport
CENTURYTEL INC: Appoints Harvey Perry as Board Vice Chairman
CHART INDUSTRIES: Court to Consider Prepackaged Plan Today
COOK AND SONS: US Trustee Appoints Official Creditors' Committee
CORAM HEALTHCARE: Court to Consider Competing Plans on Sept. 9
COVANTA ENERGY: Wants Clearance for Duff & Phelps Agreement
DILLARD'S INC: Board of Directors Declares Cash Dividend
DVI INC: Asks Court to Move Schedule Filing Deadline to Nov. 8
EXIDE: Wants Approval for St. Paul Bonding Facility Agreement
FIFTH ERA: Gets Shareholders' OK for Consolidation & Name Change
GENOIL INC: Grants Employee Stock Options of Up to 5.8MM Shares
GENUITY: Establishing Chapter 11 Liquidating Trust Under Plan
GILAT SATELLITE: Appoints Avihu Bergman as EVP for Sales
GLOBAL CROSSING: Cancellation of Debt with BankBoston Approved
HEADWAY CORPORATE: Plan Confirmation Hearing Set for Sept. 16
HEXCEL CORP: Completes Exchange Offer for 9.875% Sr. Sec. Notes
HOMEPLACE: Files Liquidating Plan and Disclosure Statement
JOSEPH CHARLES: Trustee Wins Court Approval to Destroy Records
KMART CORP: Bank One Posts Notice on Status of Kmart Bond Claims
LEAP WIRELESS: Informal Panel Nominates Six New Directors
LIFE ENERGY: Signs-Up Berkovits Lago as New Independent Auditors
LTV CORP: Court Okays VP Debtors' Liquidation Assistance Program
MARINER POST-ACUTE: Balks at Carematrix's Duplicative Claims
MET-COIL SYSTEMS: First Creditors' Meeting Set for October 2
O-CEDAR HOLDINGS: Section 341(a) Meeting to Convene on Oct. 2
PEREGRINE SYSTEMS: Delaware Court Fixes Admin. Claims Bar Date
PETROLEUM GEO: Disclosure Statement Hearing Set for Sept. 10
PG&E NAT'L: Intends to Honor Amended Severance & Retention Plans
PILLOWTEX: Continuing Use of Existing Cash Management Systems
PROTARGA INC: Adelman Lavine Retained as Bankruptcy Attorneys
SHAW COMMS: Board of Direct. Declares Semi-Annual Share Dividend
SHAW COMMS: Will Make Interest Distribution on 8.875% Preferreds
SIEBEL: Inks Multiyear Softwear Dev't Pact with Sun Microsystems
TELEVIDEO INC: Terminates Merger Agreement with Homebound
TRENWICK AMERICA: Turns to Greenhill & Co. for Financial Advice
US AIRWAYS: Resolves Claims Dispute with Diamond Lease
US FLOW: Court Approves Kaye Scholer's Engagement as Attorneys
WEIRTON STEEL: Appointment of Sec. 1114 Retirees' Committee OK'd
WORLDCOM INC: Court Approves $18 Million Digex Acquisition Pact
W.R. GRACE: Court Allows Increase in ZAI Science Trial Budget
* Richard Marshall Joins Cadwalader's London Office as Partner
* Meetings, Conferences and Seminars
*********
21ST CENTURY TECH.: Kevin Romney Resigns as Company Director
------------------------------------------------------------
Arland D. Dunn, President and CEO of 21st Century Technologies,
Inc. (OTCBB:TFCT), has accepted the resignation of Kevin Romney as
a director of the Company.
"I am pleased that the company and Kevin have concluded that it is
in the best interest of our shareholders and the company, if Mr.
Romney's talent as a manager were best utilized in the day to day
operations of the company rather than on the board of directors,"
said Mr. Dunn. "He has done an outstanding job for us as a
director, and will now take that knowledge and use it in the day
to day operations of the company. Mr. Romney's talents will now be
available to us through his continuing association with the
Company as its general manager. Becoming a Business Development
Company requires that we make certain structural changes. Three
independent directors from the business and the professional
community have been named to our board, which will now consist of
five members; myself, Larry B. Bach, and our additions, Shane
Traveller, James B. Terrell and Christian Crespo. This new
business talent will be of great help to the operations of our
company."
Mr. Dunn then gave brief summaries of the histories of the three
new directors.
"Shane Traveller is a graduate of Brigham Young University, a CPA
with large firm experience (Arthur Andersen LLP and Corbin &
Wertz, LLP). Mr. Traveller is currently a partner in the
management consulting firm of Peak Solutions, with special
interest in Business Development Company operations. He sits on
audit committees of publicly-traded companies. His experience with
BDCs will be of importance to us, as well as his experience with
publicly-traded companies.
"James B. Terrell is a long-time resident of Las Vegas, Nevada,
where he has been a successful private businessman. In addition to
operating his businesses, Mr. Terrell has been engaged in locating
funds for business development purposes, including providing
private financing for venture capitalists.
"Christian Crespo brings to us a successful career in the
securities industry. After graduating from California State
University of Northridge with a BBA, Mr. Crespo obtained his
Series 7 and Series 65 licenses and worked in the securities
industry, primarily as an investment advisor with Morgan Stanley
Dean Witter in Los Angeles, California and Merrill Lynch in
Westlake Village, California. He is currently engaged as an
investment banker for Prescott Capital LLC in Los Angeles. Mr.
Crespo's knowledge of the capital markets will be a great benefit
to us."
Adding comments concerning the make-up of the expanded board, Mr.
Dunn said, "This is in keeping with our new status as a Business
Development Company. Our board gives to the company broad, wide-
ranging business experience to guide us through the bright days we
all believe are coming."
21st Century Technologies, through its wholly-owned subsidiaries
Innovative Weaponry, Inc. and Miniature Machine Corporation,
manufactures precision low-light tritium-powered gunsights
especially popular with law enforcement and serious hobbyists and
enthusiasts, Through its wholly-owned subsidiary Trident
Technologies, Inc., 21st Century Technologies manufactures high-
technology magnet-power leak and rupture sealing systems, known as
ProMag (for land-based deployment) and SeaPatch (for marine
applications). These products have been successfully deployed both
at land and sea, saving costs, the environment and valuable
cargoes.
21st Century Technologies' March 31, 2003 balance sheet shows a
working capital deficit of about $230,000 while its total
shareholders' equity further dwindled to about $680,000.
In its Form 10-QSB filed with the Securities and Exchange
Commission, the company reported:
"Total assets decreased from $4,775,069 to $2,466,682 respectively
in the first quarter of 2002 and 2003. This reflects management's
current attempts to collect receivables and reduce inventory in
stock as well as the 2002 year-end write off and reserving of
notes and accounts receivables and licenses deemed uncollectible
or unuseful. Accounts receiveable decreased 86% from $1,071,222 on
March 31, 2002 to $144,929 on March 31, 2003. Inventory decreased
39% from $820,704 to $499,612 during the same respective periods.
"Current liabilities were reduced $753,128 or 43% from $1,739,831
on March 31, 2002 to $986,703 on March 31, 2003. Total
Liabilities were reduced from $2,280,358 to $1,787,562 for the
same respective periods."
ACTRADE FINANCIAL: All Proofs of Claim Due by September 8, 2003
---------------------------------------------------------------
By Order of the U.S. Bankruptcy Code for the Southern District of
New York, September 8, 2003, is fixed as the deadline for
creditors of Actrade Financial Technologies Ltd., and its debtor-
affiliates to file their Proofs of Claim against the Debtors or be
forever barred from asserting their claims.
All proofs of claim must be received by the Clerk of the
Bankruptcy Court on or before 5:00 p.m. Eastern Time on the bar
date.
Creditors need not file their proofs of claim at this time if they
are on account of:
1. Claims already properly filed with the Bankruptcy
Court;
2. Administrative Expense Claims against the Debtors;
3. Claims previously allowed by Order of the Court;
4. Intercompany Claims; or
5. Claims solely on account of interest in the Debtors'
Common Shares.
Actrade is a publicly traded holding company incorporated in the
State of Delaware. Its business operations are conducted through
its subsidiaries that provide payment technology solutions that
automate financial processes and enhance business-to-business
commerce relationships. Actrade filed for Chapter 11 protection on
December 12, 2002, (Bankr. S.D.N.Y. Case No. 02-16212).
ACTRADE FINANCIAL: Asset Sale Hearing Slated for September 11
-------------------------------------------------------------
Pursuant to the Bidding Procedures approved by the U.S. Bankruptcy
Court for the Southern District of New York, Actrade Financial
Technologies Ltd., and its debtor-affiliates will sell
substantially all of their domestic operating assets, free and
clear of all liens and encumbrances. The Asset Sale will be
conducted in accordance with the Procedures Order and also
encompasses the assignment and assumption, or rejection of
executory leases.
A hearing to approve the Asset Sale will convene before the
Honorable Allan L. Groper, on Sept. 11, 2003, at 11:00 a.m.
All parties interested in making a bid for the assets must do so
in accordance with the Bidding Procedures. Copies of the
Procedures Order and all other documents with respect to the Sale
can be obtained by written request to the Debtors' Counsel:
Jeffrey D. Saferstein, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Actrade is a publicly traded holding company incorporated in the
State of Delaware. Its business operations are conducted through
its subsidiaries that provide payment technology solutions that
automate financial processes and enhance business-to-business
commerce relationships. Actrade filed for Chapter 11 protection on
December 12, 2002 in the U.S. Bankruptcy Court for the Southern
District of New York (Manhattan) (Bankr. Case No. 02-16212).
AFTON FOOD: June 2003 Working Capital Deficit Tops CDN$11 Mill.
---------------------------------------------------------------
Afton Food Group Ltd. (TSX: AFF) announced the Company's results,
for the second quarter and year to date for the period ended
June 30, 2003.
For the second quarter, the Company reported revenue of $5.3
million and earnings of $1.1 million prior to interest and
amortization charges of $952 thousand. The after tax income was
$168 thousand and earnings per share were $0.01 for the quarter.
These results are favorable in comparison to the second quarter of
2002 that showed a loss of $10.17 million, interest and
amortization of $1.1 million, an after tax loss of $7.3 million
and a loss per share of $0.70.
For the six months ended, the Company reported revenue of $10.39
million and earnings of $1.46 million. Interest and amortization
amounted to $1.85 million resulting in a loss of $391 thousand
before taxes. This compares favorably to the loss of $8.76 million
realized during the first six months of 2002. Interest and
amortization for the first six months of 2002 was $1.97 million
resulting in a pre tax loss of $10.74 million. The year to date
earnings per share show a loss of $0.04 in 2003 compared to a loss
of $0.66 in 2002.
Comparing the second quarter results with that of the first
quarter of 2003, the Company has increased revenue by 4% in the
second quarter, which produced an increase in net earning of $810
thousand. This translates to a profit per share of $0.01 compared
to a loss of $0.05 per share in the first quarter.
As previously reported, Afton is specifically focused on improving
its franchise operations while restructuring its balance sheet,
all as contemplated in its 20 point plan. Increased emphasis is
being placed on revenue growth, brand development, new store sales
and improvements in same store sales at the store level.
Significant events during the second quarter:
1) The Company has agreements with its senior and the
majority of its subordinated lenders, which reduces
required principal repayments and extends the maturity of
the financing. The final documents are being drafted and
if they had been completed prior to this report the
current liabilities would have been reduced by $25.9
million to $8.2 million;
2) The Company has hired Mr. David Newcombe in the position
of Senior Vice President. Mr. Newcombe has extensive
experience in the Quick Service Restaurant Industry and is
bringing new energy and focus to all aspects of operation
and brand development;
3) Implementation of specific initiatives to reduce operating
costs;
4) The Company has engaged experienced professional
management to complete the restructuring of certain
balance sheet obligations;
5) The Company has opened two new Robin's(R) locations and
three 241 Pizza(R) express units and is negotiating two
master franchise agreements.
Afton owns, operates, develops and franchises QSR Brands and is
one of Canada's leading franchisor consolidators in Canada's Quick
Service Restaurant Industry. Afton's principal brands include: 241
Pizza(R) and Robin's Donuts(R).
At June 30, 2003, the Company's current debts exceeded its current
assets by about CDN$10.8 million.
Results of Operations
Revenue:
Franchise revenue for the second quarter and year to date have
decreased by $469 thousand and $930 thousand respectively when
compared to the same periods last year due to a decrease in
revenues from franchisees related to closed stores and a decrease
in the number of new stores sold.
Corporate store revenue decreased by $1.47 million for the second
quarter and by $2.78 million year to date when compared to the
same periods last year. This decrease is a direct result of the
company's elimination of a substantial number of under performing
stores in the second and third quarters of 2002.
Revenue in the second quarter of 2003 increased by 4% over the
first quarter.
Cost of sales:
The cost of sales in the second quarter and year to date decreased
by $2.21 million and $3.02 million respectively from the same
periods in 2002. The decrease is principally the result of the
planned closure of under performing corporate stores that took
place during 2002.
Selling, general and administrative expenses:
The selling, general and administrative costs overall increased by
$24 thousand and $131 thousand for the second quarter and year to
date respectively over the same periods last year. The increase,
which is a result of significantly higher professional fees
associated with the negotiations with landlords of closed stores
has been somewhat offset by lower labor costs.
Interest and amortization:
The interest costs increased by $116 thousand and $110 thousand
for the second quarter and year to date in comparison to the same
periods last year as a result of an increase in debt. In addition,
the Company entered into an interest rate hedge that was required
under the senior debt agreement in 2000, which prohibits its
ability to capture the full benefit of any decrease in interest
rates. Amortization costs decreased for the second quarter and
year to date respectively over the same periods last year by $176
thousand and $237 thousand respectively as a result of the lower
asset base after the write of the call center assets in 2002.
Other provisions:
The Company recorded provisions for uncollectable accounts of
$594 thousand, which has been somewhat offset by a recapture in
future lease commitments on closed stores of $490 thousand during
the second quarter of 2003. In 2002 the company recorded
repositioning provisions of $9.973 million as more fully described
in Note 3 below and a provision for uncollectable accounts of
$1.059 million during 2002.
Income tax provision (recovery):
As at December 31, 2002, the Company had $4.6 million in
unrecorded tax benefits that will reduce future taxes payable. As
a result the Company did not record any tax expense in the
quarter.
Liquidity and Capital Resources:
Cash and cash equivalents:
The Company's cash position decreased by $387 thousand since
December 31, 2002 but have increased by $138 thousand since
March 31, 2003. The decrease from December 31, 2002 is a result of
the timing of the receipt of various supplier administration fees
and the payment of the upfront costs of $130 thousand to the new
third party call center provider. The cash increase from March 31,
2003 is the result of the reduced cash losses from the Company's
call center that was closed on March 10, 2003.
Accounts receivable:
The Company's accounts receivable balance increased by $358
thousand from year end, however the Company has implemented, as
part of its 20 point plan, initiatives to improve collectability
of accounts receivable.
Capital and Other assets
The capital and other assets balances decreased by a net amount of
$270 thousand over the year-end balance. The decrease is a result
of the regular amortization charges of $346 thousand offset by the
payment of $130 thousand as an upfront fee to a third party call
center provider and some other small asset additions.
Franchise Agreements & Trademarks:
The pronouncements of the Canadian Institute of Chartered
accountants no longer requires the amortizing of franchise
agreements and trademarks unless there has been impairment in
their value. The Company will continue to follow this method of
accounting and will complete annual impairment tests. The balance
in this account relates solely to 241 Pizza(R) and Robin's
Donuts(R).
Accounts payable:
The balance increased by $453 thousand over December 31, 2002 due
to the continued accrual of subordinated debt interest.
Future call center lease commitments:
This balance represents all of the future operating and facility
lease costs from April 1, 2003 forward to the end of the leases.
These amounts will be substantially eliminated upon the sale or
the lease of the closed call center and will be reduced as
payments are made. Payments made in the second quarter amounted to
$197 thousand.
Future lease commitments on closed stores:
These relate to the future lease commitments for closed stores
where the Company has the continued obligation under the lease.
During the quarter the Company was able to eliminate $490 thousand
in liabilities and has made scheduled payments on other
settlements during 2003 of $246 thousand.
Accounts payable - long term:
The company has begun discussions with certain of its accounts
payable accounts to extend payment terms. The long-term portion
recognizes the payment obligations that are in excess of 12
months.
Long Term Debt:
The Company has signed agreements with its senior and the majority
of its subordinated lenders to reduce its principal repayments and
extend the maturities of the financings. The Company has received
approval from the senior lender's credit committees to an
amendment that will significantly reduce the scheduled principal
repayment requirements to $200,000 in 2003, $600,000 in 2004 and
$500,000 to May 30, 2005. In addition, to the scheduled principal
repayment requirements in 2004 and 2005, the company is required
to pay a defined earnings excess cash flow sweep. The final
documents are being drafted and when completed $24 million of the
secured debt along with $1 million in accounts payable and $875
thousand in bank indebtedness will be moved to long term.
Risk and Uncertainties:
Competition in the QSR food franchising industry has certain risks
and uncertainties that are not different from most other
industries, which are facing current market challenges. Afton and
its competitors are primarily seeking a share of the consumer's
dollar as well as new franchisees to fuel organic growth. The
multiple brand ownership by Afton provides additional operational
opportunities in the marketplace for Afton and its Franchisees.
241 Pizza(R) has a leading position in the Toronto marketplace and
is expanding nationally with a recognized brand. This twinning
concept allows Afton to offer a combined menu that encompasses all
mealtime slots and enhances the franchising potential in both
large and small local markets. Afton is increasing the brand
development of its 241 Pizza(R) and Robin's Donuts(R) promotional
programs and is aggressively focusing on enhancing its domestic
operations. The implementation of the new development strategy ha
been designed to achieve higher levels of market penetration.
AMERCO: Committee Wants Court's Nod to Hire Real Estate Advisor
---------------------------------------------------------------
Kaye Handley, Chairperson of the Official Committee of Unsecured
Creditors, notes that the AMERCO Debtors own over 950 properties.
To evaluate them properly and for the Committee to fulfill its
statutory duties, it needs to hire real estate advisors.
Accordingly, pursuant to Section 327, 330 and 1103 of the
Bankruptcy Code and Rule 2014 of the Federal Rules of Bankruptcy
Procedure, the Committee seeks the Court's authority to retain
Keen Realty LLC and CB Richard Ellis, Inc., as its real estate
advisors, nunc pro tunc to July 24, 2003. The retention will be
pursuant to the terms of Keen and CBRE's Engagement Letters.
Ms. Hadley relates that the Committee selected Keen and CBRE
because of their expertise in providing real estate advisory
services to debtors and creditors in restructuring and distressed
situations and the strength of their specialized knowledge in
self-storing real estate.
Keen provides a broad range of services in the bankruptcy and
workout arena, including real estate consulting and workout
services, valuing, marketing and disposing of excess real estate
and leases, and negotiating lease modifications, rental
reductions and lease terminations. During its 21 years in
business, Keen has performed services for clients, among which
are Fleming, NationsRent, Service Merchandise, Spiegel and
Warnaco.
CBRE is the world's largest provider of commercial real estate
services and provides a broad range of services. During 2002,
CBRE performed more than 23,000 appraisals, engaged in more than
5,000 sale transactions and more than 22,000 lease transactions.
In addition, CBRE has served as a real estate consultant in many
complex bankruptcy cases.
In 2002, Keen and CBRE announced a formal affiliation
relationship, thereby:
(a) offering Keen's clients access to CBRE's global network
of real estate professionals with specialists in multiple
real estate disciplines; and
(b) offering CRBE'S clients access to Keen's bankruptcy and
workout experience.
Since the affiliation, Keen and CBRE have collaborated on more
than a dozen assignments involving clients both in and out of the
Chapter 11 arena.
In their capacity as the Committee's real estate advisors, Keen
and CBRE will:
(a) to the extent requested by the Committee, analyze and
become familiar wit the business, operations, properties,
real estate condition and prospects of the Company;
(b) provide valuation services as to the properties and real
estate involved in these Cases;
(c) advise the Committee on the current state of the "self-
storage market"; and
(d) render other real estate advisory services as may from
time to time be agreed on by the Committee, Keen & CBRE.
According to Ms. Hadley, the two Engagement Letters provide that
Keen and CBRE -- the Consultants -- will be compensated, subject
to the Court's approval, in these manner:
A. With respect to property valuation services
(a) For a desktop review of an existing appraisal, the
Debtors' estate will pay the Consultants $2,000 per
Evaluation Property;
(b) Consultants' invoices submitted to the Bankruptcy Court
for approval will identify the individual Property
appraised;
(c) After the tender of a desktop review of an existing
appraisal, the Debtors' estate will pay the Consultants
for any and all consulting or related testimony at the
prevailing hourly rates;
(d) The Consultants reserve the right to quote a fee
structure for any appraisal services other than the
desktop review of an existing appraisal if the appraisal
services are requested by the Committee; and
(e) The Debtors' estate will reimburse the Consultants for
all reasonable costs and expenses in accordance with
Engagement Letters.
B. With respect to expert witness and consulting services
(a) The Consultants will provide the Committee with Property
consulting services and related expert witness support
and testimony, as requested. Those consulting services
may include, but are not limited to:
-- evaluating the Debtors' Properties from the
perspective of identifying which Properties are core
assets pursuant to the Debtors' business plan versus
which Properties may be non-core assets;
-- evaluating the Debtors' Properties from a capital
markets perspective;
-- evaluating methodologies and techniques for best
monetizing the Debtors' core and excess assets; and
-- evaluating the organizational structure, current
operating procedures, and informational management
systems of the Debtors' internal real estate
department;
(b) The Committee may, at any time, designate in writing one
or more Properties for which consulting services are
required. Consultants will only provide consulting
services with respect to those Properties specifically
designated by the Committee. The Committee may designate
further Properties for consulting services, as needed;
(c) With respect to consulting services and related expert
witness services, the Debtors' estate will pay the
Consultant on an hourly basis for its time and actual
travel at these rates:
-- With respect to officers and employees of Keen,
compensation at Keen's then current hourly rate
schedule currently at:
President and Chairman $500
Executive Vice President 425
Senior Professionals 350
Associates 125
Paraprofessional support 50
-- With respect to officers and employees of CBRE,
compensation at CBRE's then current hourly rate
schedule:
Appraisal Group:
Senior Managing Director $400
Vice President 340
Analyst 200
Researcher 140
Consulting/Capital Markets Group:
Senior Managing Director $400
Managing Director 340
Administrative Support 100
Self-Storage Group:
Vice President $400
Associate 340
Marketing Analyst 140
Consulting/Organizational Structure:
Senior Managing Director $400
Managing Director 340
Administrative Support 100
Keen and CBRE will also seek the reimbursement of all of their
reasonable out-of-pocket expenses, including, without limitation,
all reasonable travel expenses, duplicating charges, messenger
services, long distance telephone calls and other customary
expenditures incurred in performing the real estate advisory
services.
Furthermore, Ms. Hadley reports that the Engagement Letters
provide that the estate will indemnify and hold harmless Keen and
CBRE for all claims, damages and liabilities as a result of their
involvement with providing real estate advisory services, except
to the extent that the claims, damages and liabilities resulting
from gross negligence or will misconduct.
Harold J. Bordwin, President of Keen Realty, relates that Keen
had previously provided services to some of the Debtors'
prepetition creditors and had received services from the Debtors'
professional, Mayer Brown Rowe & Maw. However, all services have
been completed and fully paid. In addition, the services
provided were unrelated to the Debtors and their Chapter 11
proceeding. Thus, Mr. Bordwin believes that Keen is a
"disinterested person" as that term of defined in Section 101(14)
of the Bankruptcy Code.
Ellis D. Reiter, Jr., Executive Vice President and General
Counsel for CB Richard Ellis, Inc., reports that after conducting
a review of its database of clients and service providers, he has
ascertained that neither him, CBRE nor any member of CBRE has any
connection with the Debtors in this Chapter 11 cases, its
creditors, the U.S. Trustee or any party-in-interest. (AMERCO
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service, Inc.,
609/392-0900)
AMES: Court Approves Amended Pact with Northgate & Burlington
-------------------------------------------------------------
Ames Department Stores, Inc., and its debtor-affiliates timely
received qualifying bids for the Assets from Building 19, Inc. and
NWL Holdings, Inc. At the Auction, however, Northgate Shopping
Center, Limited Partnership and Burlington Coat Factory Warehouse
of Revere, Inc. tendered a $1,670,000 final bid, enough to topple
other bids. Accordingly, the Debtors declared Northgate and
Burlington the winning bidders. Northgate has also agreed to
withdraw its objection.
At the sale hearing, Judge Gerber rules that the Lease assignment
is consistent with the Debtors' efforts to wind down their
business. Judge Gerber authorizes the Debtors, Northgate and
Burlington to take all steps necessary to implement the terms of
the Amended Agreement, including the assumption, sale and
assignment of the Purchased Assets. Judge Gerber further rules
that the Lease and the Pro Muffler License are deemed assumed by
the Debtors and assigned to Burlington and the PDI License is
deemed rejected. (AMES Bankruptcy News, Issue No. 42; Bankruptcy
Creditors' Service, Inc., 609/392-0900)
ARMSTRONG: Wants to Keep Plan Filing Exclusivity Until April 2
--------------------------------------------------------------
Rebecca L. Booth, Esq., at Richards Layton & Finger, in
Wilmington, Delaware, tells Judge Newsome that the Armstrong
Debtors need another extension of their plan exclusivity periods
to conclude these Chapter 11 cases. Nitram Liquidators,
Armstrong World Industries, and Desseaux Corporation of North
America have engaged in substantive negotiations with the
Unsecured Creditors' Committee, the Asbestos PI Committee, and the
legal representative for AWI's future asbestos personal injury
claimants -- each of which, Ms. Booth reports, now support the
Plan.
In view of the Debtors' substantial progress with respect to
approval of the pending plan of reorganization, "the filing of
competing plans of reorganization by other parties in interest
would necessarily result in the disruption and dislocation of a
plan process that is clearly under way," Ms. Booth says.
Ms. Booth suggests that, under the status of these cases, it is
appropriate for Judge Newsome to extend the Debtors' exclusive
right to file a plan to and including April 2, 2004, and the
Debtors' exclusive right to solicit acceptances of that plan to
and including June 4, 2004.
The Court will convene a hearing on the Debtors' request on
October 3, 2003. (Armstrong Bankruptcy News, Issue No. 46;
Bankruptcy Creditors' Service, Inc., 609/392-0900)
ASIA GLOBAL CROSSING: Court Fixes November 10 Chapter 7 Bar Date
----------------------------------------------------------------
Kathleen Farrell-Willoughby, Clerk of Court for the Bankruptcy
Court of the Southern District of New York, relates that as a
result of the administration of the Asia Global Crossing Debtors'
estate, a dividend to creditors appears to be possible.
Accordingly, Ms. Willoughby informs all creditors of AGX Debtors
that they must file a Proof of Claim, whether or not the debt is
included in the list of creditors the Debtors filed, on or before
November 10, 2003. However, if the creditor has an existing Proof
of Claim filed, no further filing is required. This notice gives
all claimants the opportunity to share in any distribution.
(Global Crossing Bankruptcy News, Issue No. 46; Bankruptcy
Creditors' Service, Inc., 609/392-0900)
BETHLEHEM STEEL: Asks Court to Disallow Some Reclamation Claims
---------------------------------------------------------------
George A. Davis, Esq., at Weil, Gotshal & Manges LLP, in New
York, recounts that during the initial stages of the Bethlehem
Steel Debtors' Chapter 11 cases, 117 parties asserted reclamation
rights pursuant to Section 2-702(2) of the Uniform Commercial Code
and Section 546(c) of the Bankruptcy Code. The reclamation claims
demanded the Debtors to either:
(a) return certain goods purportedly delivered to the Debtors
prior to the Petition Date; or
(b) consent to the granting of administrative expense priority
status to the claims.
Reclamation Rights, Mr. Davis explains, are generally governed by
Section 2-702(2), which allows a seller of goods, upon
discovering that the buyer has received the goods on credit while
insolvent, to reclaim the goods upon a demand made within 10 days
after the buyer's receipt of the goods. Furthermore, under
Section 546(c), a seller of goods to a debtor, in the ordinary
course of the seller's business, retains its statutory or common-
law right to reclaim the goods so long as it complies with the
additional requirements of Section 546(c) extending the period
within which a seller may reclaim the goods from 10 to 20 days
after receipt of the goods, if the 10-day period expires after
the commencement of the bankruptcy case.
To determine each claimant's entitlement to an administrative
expense priority claim, the Debtors carefully examined the claims
based on their satisfaction of the Reclamation Elements, which
cites whether:
-- the claimant timely demanded in writing reclamation of its
Goods pursuant to Section 546(c)(1) of the Bankruptcy Code
and Section 2-702 of the UCC;
-- the Debtors accepted the Goods for delivery;
-- the claimant properly identified the Goods to be reclaimed
in its reclamation demand; and
-- the Goods were in the Debtors' possession, and separate and
identifiable at the time of the Debtors' receipt of the
reclamation demand.
Of the 117 asserted reclamation claims, the Debtors determined
that 58 claimants assert non-valid claims and accordingly ask the
Court to disallow these claims.
Among the 58 Claims to be disallowed are:
Original Valid
Claimant Claim Amount Claim Amount
-------- ------------ ------------
Affival Inc. $290,854 $0
American Chemical Tech., Inc. 41,725 0
Beachville Lime Ltd. 3,693 0
Calumet Distribution 130,210 0
DTE Burns Harbor LLC 3,550,808 0
GE Industrial Systems Division 5,950 0
Mars Industries, Inc. 254,056 0
Midwest Instrument Co., Inc. 63,062 0
Reference Metals Co. Inc. 163,488 0
Specialty Cast Metals Ltd. 41,366 0
Additionally, the Debtors ask the Court to grant administrative
expense priority status to the remaining 59 claims asserting
valid claim amounts. However, for the claim amounts the Debtors
reduced, they ask the Court to reclassify the balance of the
asserted reclamation claims to general unsecured status.
Some of the claims are:
Original Valid
Claimant Claim Amount Claim Amount
-------- ------------ ------------
Bigane Vessel Fueling Co. $196,397 $73,500
Elkem Metals, Inc. 138,448 127,291
Hochschild Partners LLC 105,476 105,476
Iron Ore Co. of Canada 3,597,559 3,597,559
Martin Marietta Aggregates 275,536 275,536
Motion Industries, Inc. 121,847 121,262
Performix Technologies 96,324 96,324
SSM Coal LLC 4,105,073 1,315,015
TIMAH Indometal Ltd. 312,126 312,126
United Foundries, Inc. 104,800 104,800
Claimants Respond
A. Reference Metals
Reference Metals Company, Inc. asks the Court to overrule the
Debtors' objection with respect their $163,488 reclamation claim.
Susan P. Persichilli, Esq., at Buchanan Ingersoll Professional
Corporation, in New York, asserts that the Debtors' sole ground
in their objection to Reference Metals' claim -- the failure to
provide proof of delivery -- is completely unfounded. To the
contrary, Ms. Persichilli argues, Reference Metals provided proof
of delivery to the Debtors on several occasions.
Reference Metals sold and delivered 24,960 pounds of Ferroniobium
for an agreed upon purchase price of $163,488, payable net 30
days outside the month of shipment, to the Debtors. The Debtors
acknowledged receipt of the goods at its Burns Harbor facility in
Chesterton, Indiana, on October 12, 2001, but have not yet paid
for the delivery. Accordingly, Reference Metals demanded
reclamation of the Goods on October 18, 2001. However, the
Debtors refused to comply. Therefore, Ms. Persichilli contends,
Reference Metals is entitled to its $163,488 reclamation claim.
If the Debtors contend it is necessary to include a proof of
delivery in a reclamation demand, Ms. Persichilli insists, the
Debtors are mistaken as a matter of law.
B. Midwest Instrument Company, Inc.
Russell C. Brannen, Jr., Esq., at O'Neil, Cannon & Hollman, S.
C., in Milwaukee, Wisconsin, tells the Court that prior contacts
between the Debtors and Midwest Instrument included confirmation
that the demanded of the Reclamation Notice was in fact
available. Thus, Midwest Instrument objects to the proposed
disallowance of its Reclamation Claim and asks the Court to
compel the Debtors to pay $63,062. (Bethlehem Bankruptcy News,
Issue No. 41; Bankruptcy Creditors' Service, Inc., 609/392-0900)
BUDGET GROUP: Lease Decision Period Extended Until September 29
---------------------------------------------------------------
Budget Group Inc., and its debtor-affiliates obtained an extension
from the U.S. Bankruptcy Court for the District of Delaware of
their time to determine whether to assume, assume and assign, or
reject their unexpired non-residential property leases. The
Debtors' Lease Decision Period is stretched through and including
September 29, 2003. (Budget Group Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 609/392-0900)
BURLINGTON: Court Approves Proposed Lease Decision Procedures
-------------------------------------------------------------
Pursuant to Sections 105(a) and 1123(b)(2) of the Bankruptcy
Code, Burlington Industries, Inc., and its debtor-affiliates ask
the Court to establish procedures relating to the assumption,
assumption and assignment and rejection of executory contracts and
unexpired leases pursuant to their First Amended Joint Plan of
Reorganization.
Rebecca L. Booth, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, clarifies that the Debtors are not
requesting approval of the Article V provisions of the Plan. The
Debtors will seek approval of Article V of the Plan in
conjunction with the confirmation of the Plan.
Assumption Procedures
A. The Debtors or the Reorganized Debtors will provide notice to
each party whose Executory Contract or Unexpired Lease they
anticipate will be assumed or assumed and assigned pursuant to
the Plan of:
(a) the contract or lease being assumed or assumed and
assigned, and if assigned, the party that the contract or
lease is being assigned to;
(b) the Cure Amount Claim, if any, that the applicable Debtor
believes it would be obligated to pay in connection with
the assumption;
(c) the party, if any, that is reflected in the Debtors' books
and records as having taken an assignment of the Cure
Amount Claim at issue from the contract party; and
(d) the procedures for the party to object to the assumption
or assumption and assignment of the applicable contract or
lease or the amount of the proposed Cure Amount Claim.
This notice would be served on all persons and entities who
are parties to Executory Contracts or Unexpired Leases to be
assumed or assumed and assigned pursuant to the Plan no later
than the date of the filing of any amendment to Exhibit V.A.
1 of the Plan -- the exclusive list of Executory Contracts and
Unexpired Leases to be assumed or assumed and assigned
pursuant to the Plan.
B. The Assumption Notice would indicate that any party that
wishes to object to the proposed assumption or assumption and
assignment of an Executory Contract or Unexpired Lease under
the Plan, the proposed amount of the related Cure Amount Claim
or any matter relating thereto, must file with the Court and
serve on counsel to the Debtors a written objection setting
forth the basis for the objection.
An Assumption Objection would be required to be filed and
served so that it is received by the Debtors' counsel no later
than 20 days after the date of service of the Assumption
Notice. The Debtors may file a reply to any Assumption
Objection no later than 20 days after the filing and service
of the Assumption Objection. If no Assumption Objection is
properly and timely filed and served with respect to an
Executory Contract or Unexpired Lease:
(a) the proposed assumption or assumption and assignment of
the Executory Contract or Unexpired Lease will be deemed
approved in accordance with the Plan and the Confirmation
Order, effective as of the Effective Date; and
(b) the Cure Amount Claim for the Executory Contract or
Unexpired Lease will be deemed approved and will be paid
in accordance with the Plan, without further Court action,
to the contract party or transferee of the claim, as
applicable.
C. If the parties are unable to resolve a dispute regarding an
Assumption Objection, a Cure Amount Claim or any other matter
pertaining to the assumption or assumption and assignment of
an Executory Contract or Unexpired Lease, the applicable
Debtor or Reorganized Debtor may elect to reject the Executory
Contract or Unexpired Lease at issue by adding the contract or
lease to Exhibit V.C to the Plan or removing the contract or
lease from Exhibit V.A.I and providing the required notice.
The procedures set forth in the notice will govern the
rejection of the contract or the lease. If the Debtors do not
elect to reject the contract or lease, the dispute will be
scheduled to be heard by the Court at a hearing scheduled on
not less than 20 days' notice.
Rejection Procedures
A. The Debtors or the Reorganized Debtors will provide notice to
each party whose Executory Contract or Unexpired Lease is
being rejected pursuant to the Plan of:
(a) the contract or lease being rejected,
(b) the procedures for the party to object to the rejection of
the applicable contract or lease, and
(c) the procedures and bar date for asserting a damages claim
in respect of the rejection.
The Rejection Notice would be served on all persons and
entities who are parties to Executory Contracts or Unexpired
Leases to be rejected pursuant to the Plan no later than the
date of the filing of the amendment to Exhibit V.A. I or
Exhibit V.C, as applicable. Exhibit V.C of the Plan is the
non-exclusive list of Executory Contracts and Unexpired Leases
to be rejected by the Debtors pursuant to the Plan.
B. Any party that wishes to object to the proposed rejection of
an Executory Contract or Unexpired Lease under the Plan must
file with the Court and serve on the Debtors' counsel a
written objection setting forth the basis for the objection.
A Rejection Objection would be required to be filed and served
so that it is received by the Debtors' counsel no later than
20 days after the date of service of the Rejection Notice.
The Debtors may file a reply to a Rejection Objection no later
than 20 days after, the filing and service of the Rejection
Objection. If no Rejection Objection is properly and timely
filed and served with respect to an Executory Contract or
Unexpired Lease, the proposed rejection of the applicable
Executory Contract or Unexpired Lease will be deemed approved
in accordance with the Plan and the Confirmation Order,
effective as of the Effective Date.
C. The Rejection Notice also would set forth procedures and the
bar date for asserting a damages Claim in respect of the
rejection of the Executory Contract or Unexpired Lease.
Consistent with the Plan, if the rejection of an Executory
Contract or Unexpired Lease pursuant to Section V.C of the
Plan gives rise to a Claim by the other party or parties to
the Executory Contract or Unexpired Lease, the Claim should be
forever barred and unenforceable, in accordance with the terms
of the Plan, unless a proof of Claim is filed:
(a) with respect to a proposed rejection to which no Rejection
Objection is properly filed and served, on or before the
later of:
(1) 30 days after the Effective Date of the Plan, or
(2) if Exhibit V.C or V.A. I of the Plan is amended after
the Effective Date of the Plan to effect the rejection
of the Executory Contract or Unexpired Lease, 30 days
after the Debtors or Reorganized Debtors serve notice
of that amendment; or
(b) with respect to a proposed rejection that is approved by
the Court after a Rejection Objection is filed, 30 days
after the entry of an order approving the rejection.
The Debtors propose that the rejection damages claims will be
filed and served on them or the Distribution Trust
Representative, as applicable, and their counsel so that the
proof of Claim is actually received on or before the
applicable bar date.
D. If the parties are unable to resolve a Rejection Objection,
the dispute will be scheduled to be heard by the Court at a
hearing scheduled on not less than 20 days' notice.
Ms. Booth asserts that the Debtors' request will provide adequate
notice to the parties of the Executory Contracts and Unexpired
Leases. Moreover, the procedures provide these parties adequate
opportunity to object to the proposed assumption, assumption and
assignment or rejection of contracts and leases.
* * *
Judge Newsome approves the Assumption/Assignment Procedures and
the Rejection Procedures in all respects. Furthermore, the
Debtors are authorized to amend Exhibit V.A.I and Exhibit V.C. to
the Plan at any time prior to the Confirmation Date. (Burlington
Bankruptcy News, Issue No. 38; Bankruptcy Creditors' Service,
Inc., 609/392-0900)
CENTRAL PARKING: Widens Contract at Detroit Metropolitan Airport
----------------------------------------------------------------
Central Parking Corporation (NYSE: CPC) announced that City
Central Parking has expanded its management contract with the
Detroit Metropolitan Wayne County Airport to include parking for
the Smith and Berry Terminals.
City Central Parking, a joint venture between Central Parking
Corporation and privately owned Jay Gregory Enterprises, Inc. of
Detroit, will assume management of 9,700 spaces servicing the
terminals effective September 1. City Central Parking has managed
11,500 spaces at the Edward H. McNamara Terminal since December
2001.
Monroe Carell, Jr., chairman and chief executive officer, said,
"This contract expansion validates the focus on cost, quality and
service excellence that differentiates our airport parking
division. By consolidating parking services under one management
company, Detroit Metro Airport will realize significant cost
savings in operational synergies and productivity improvements. We
look forward to serving the Wayne County Airport Authority and
many of the 32 million passengers using the airport each year."
Central Parking Corporation (S&P, BB Corporate Credit Rating,
Negative), headquartered in Nashville, Tennessee, is a leading
global provider of parking and transportation management services.
The Company operates approximately 3,800 parking facilities
containing more than 1.6 million spaces at locations in 39 states,
the District of Columbia, Canada, Puerto Rico, the United Kingdom,
the Republic of Ireland, Mexico, Chile, Peru, Colombia, Venezuela,
Germany, Switzerland, Poland, Spain and Greece.
CENTURYTEL INC: Appoints Harvey Perry as Board Vice Chairman
------------------------------------------------------------
CenturyTel, Inc. (NYSE:CTL) has appointed Harvey Perry as vice
chairman of the board and will retire as an officer of the company
effective December 31, 2003.
The company also appointed Stacey Goff as senior vice president,
general counsel and secretary.
"Harvey has made significant contributions to CenturyTel's success
over the years," Glen F. Post, III, chairman and CEO, said. "We
look forward to his continued service to the company for years to
come."
Perry joined CenturyTel in 1984 as general counsel and was elected
to the board of directors in 1990. He currently serves as
executive vice president and chief administrative officer, as well
as serving on the board's executive committee.
"Stacey has played a major role in CenturyTel's growth in recent
years," Post said. "We welcome the outstanding abilities he brings
to our executive team."
Goff joined CenturyTel's legal department in 1998 and has held
various positions including vice president and assistant general
counsel. He has worked on a wide range of issues for the company,
including the negotiation and closing of numerous acquisitions and
dispositions the company has undertaken in the past several years.
CenturyTel, Inc. provides communications services including local,
long distance, Internet access and data services to more than 3
million customers in 22 states. The company, headquartered in
Monroe, Louisiana, is publicly traded on the New York Stock
Exchange under the symbol CTL, and is included in the S&P 500
Index. CenturyTel is the 8th largest local exchange telephone
company, based on access lines, in the United States. Visit
CenturyTel at http://www.centurytel.com
CenturyTel, Inc.'s June 30, 2003 balance sheet shows that its
total current liabilities outweighed its total current assets by
about $237 million.
CHART INDUSTRIES: Court to Consider Prepackaged Plan Today
----------------------------------------------------------
On July 8, 2003, Chart Industries, Inc. and its debtor-affiliates
filed with the U.S. Bankruptcy Court for the District of Delaware
their Joint Prepackaged Reorganization Plan and an accompanying
Disclosure Statement to explain the Debtors' Plan.
A joint hearing to consider the adequacy of the Disclosure
Statement pursuant to Section 1125 of the Bankruptcy Court and
confirmation of the Prepackaged Plan will convene before the
Honorable Jerry W. Venters today at 4:30 p.m. in Delaware.
Chart Industries, Inc., headquartered in Cleveland, Ohio, are
suppliers of standard and custom-engineered products and systems
serving a wide variety of low-temperature and cryogenic
operations. The Company filed for chapter 11 protection on July 8,
2003 (Bankr. Del. Case No. 03-12114). Mark S. Chehi, Esq., at
Skadden, Arps, Slate, Meagher & Flom represents the Debtors in
their restructuring efforts. When the Company filed for
protection from its creditors, it listed $268,082,000 in total
assets and $361,228,000 in total debts.
COOK AND SONS: US Trustee Appoints Official Creditors' Committee
----------------------------------------------------------------
The United States Trustee for Region 8 appointed a four-member
Official Committee of Unsecured Creditors in Cook and Sons Mining,
Inc.'s Chapter 11 cases:
1. Paintsville Bolt & Mfg. Inc
Attn: James L. Earl, Jr.
58 County Road, 12 South
Proctorville, Ohio 45669
(740) 886-5024
2. Zinkan Enterprises
Attn: Brian Zinkan
10574 Ravenna Road
Twinsburg, Ohio 44087
(330) 487-1500
3. Austin Sales, LLC
Attn: Virlo Stiltner
PO Box 133
Vansant, Virginia 24656
(276) 597-4449
4. Persinger Supply Co
Attn: Vernice Deskins
PO Box 188
Prichard, West Virginia 25555
(304) 486-5401
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense. They may investigate the Debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.
Headquartered in Whitesburg, Kentucky, Cook and Sons Mining, Inc.,
and debtor-affiliate Earnest Cook & Sons Mining, Inc., are surface
mine operators. The Company filed for chapter 11 protection on
August 25, 2003 (Bankr. E.D. Ky. Case No. 03-70789). W. Thomas
Bunch, II, Esq., at Bunch & Brock represents the Debtors in their
restructuring efforts. When the Company filed for protection from
its creditors, it listed an estimated debt of over $10 million.
CORAM HEALTHCARE: Court to Consider Competing Plans on Sept. 9
--------------------------------------------------------------
The Chapter 11 Trustee for Coram Healthcare Corp. and its debtor-
affiliates' cases, Arlin M. Adams, filed his proposed Chapter 11
Trustee's Joint Plan of Reorganization with the U.S. Bankruptcy
Court for the District of Delaware.
The Official Committee of Equity Security Holders filed their
Proposed Plan as well.
The Trustee's Plan and the Equity Committee's Plan and their
corresponding Disclosure Statements explaining them are on file
with the Clerk of the Bankruptcy Court.
At separate hearings held on June 19 and June 26, 2003, the
Honorable Mary Walrath ruled on the adequacy of both Disclosure
Statements pursuant to Sec. 1125 of the Bankruptcy Code. Judge
Walrath found that both Disclosure Statements contains the right
kind of information that will enable creditors to make informed
decisions whether to accept or reject the Plans.
A hearing to consider whether to confirm the Trustee's Plan or the
Equity Committee's Plan is set for Sept. 9, at 9:30 a.m. Eastern
Time.
Coram Healthcare, a provider of home infusion-therapy services
filed for Chapter 11 bankruptcy protection on August 8, 2000
(Bankr. Del. Case No. 00-3299). Kenneth E. Aaron, Esq., Salen R.
Mazur, Esq., at Weir & Partners LLP and Barry E. Bressler, Esq.,
Richard A. Barkasy, Esq., Michael J. Barrie, Esq., at Schnader
Harrison Segal & Lewis LLP represent the Chapter 11 Trustee in
these proceedings.
COVANTA ENERGY: Wants Clearance for Duff & Phelps Agreement
-----------------------------------------------------------
Pursuant to Section 363(b) of the Bankruptcy Code, Covanta Energy
Corporation and its debtor-affiliates ask the Court to approve a
letter agreement with Duff & Phelps, LLC, providing that Covanta
will indemnify D&P and hold it harmless as the firm provides
financial advisory services to U.S. Trust Company, N.A.
To establish the basis for a consensual plan, the Debtors
intensified their discussions with representatives of the bank
lenders, the Committee and the 9.25% debenture holders. To date,
significant progress has been made and productive negotiations
are continuing among the parties-in-interest on a confidential
basis.
Deborah M. Buell, Esq., at Cleary, Gottlieb, Steen & Hamilton, in
New York, relates that among other areas of progress, the Debtors
and their various creditor constituencies have tentatively
determined that establishment of an ESOP may provide a useful
framework for facilitating a reorganization plan. To determine
whether an ESOP is viable from the perspective of the ESOP and
the employees of reorganized Covanta, the Debtors appointed a
committee consisting of three of Covanta's senior managers to
investigate various issues relating to the establishment and
implementation of an ESOP.
The ESOP Committee concluded that a more definitive determination
of the viability of an ESOP required the appointment of a
fiduciary. The fiduciary will represent the ESOP and the
employees' interests in reviewing the terms of any proposed ESOP
transaction and will decide whether the ESOP must participate in
the transaction. It was determined that U.S. Trust was the firm
best qualified to act as the ESOP Fiduciary. Thereafter, the
ESOP Committee negotiated an agreement with U.S. Trust to provide
fiduciary services in connection with a potential ESOP.
Consequently, the Court allowed the Debtors to enter into the
U.S. Trust Agreement. The U.S. Trust Agreement provides that
Covanta will pay D&P's financial advisory fees and expenses,
subject to a $200,000 cap. The Court did not specifically
authorize Covanta to grant a limited indemnity to D&P. That's
what the Debtors now want.
Ms. Buell relates that D&P, U.S. Trust and Covanta finalized the
D&P Agreement in connection with D&P's engagement as financial
advisor to the ESOP Fiduciary. The D&P Agreement provides that:
(1) D&P will be engaged as independent financial advisor to
the ESOP Fiduciary and provide U.S. Trust with a written
opinion and supporting analysis of the ESOP;
(2) Covanta will furnish, or use its best efforts to cause to
be furnished, to D&P all reasonably requested data and
information concerning Covanta and all other data,
material and information as D&P shall reasonably request;
(3) D&P will maintain the confidentiality of all nonpublic
information relating to Covanta that D&P receives or
develops during the course of its engagement; and
(4) Covanta agrees to pay D&P these fees to D&P for its
financial services:
(a) $100,000 upon execution of the D&P Agreement; and
(b) $100,000 upon delivery of the Opinion;
(5) Covanta will indemnify and hold harmless D&P for any and
all losses, claims, damages, expenses, costs or
liabilities, including reasonable attorneys fees, arising
in any manner in connection with the provision of services
under the D&P Agreement, unless they resulted from bad-
faith, self-dealing, breach of fiduciary duty (if any),
gross negligence or willful misconduct of D&P; and
(6) In the event that the Court does not enter an order
authorizing Covanta's entry into the indemnification
provisions of the D&P Agreement on or before September 17,
2003, D&P may terminate the D&P Agreement. In the event
of the termination, D&P will not be required to refund to
the Company the first $100,000 payment and will be
entitled to reasonable fees and expenses incurred by D&P
in excess of $100,000, subject to the $200,000 aggregate
cap.
Ms. Buell tells the Court that the services D&P will provide are
necessary to enable U.S. Trust to execute its duties as the ESOP
Fiduciary and to fully evaluate the feasibility of a
reorganization plan that would involve an ESOP structure. The
approval of the D&P Agreement will not prejudice the estates or
commit the Debtors to adopt any particular plan or terms.
(Covanta Bankruptcy News, Issue No. 34; Bankruptcy Creditors'
Service, Inc., 609/392-0900)
DILLARD'S INC: Board of Directors Declares Cash Dividend
--------------------------------------------------------
Dillard's, Inc.'s (NYSE:DDS) Board of Directors declared a cash
dividend of 4 cents per share on the Class A and Class B Common
Stock of the Company payable November 3, 2003 to shareholders of
record as of September 30, 2003.
As reported in Troubled Company Reporter's August 4, 2003 edition,
Standard & Poor's Rating Services lowered its corporate credit and
senior unsecured ratings on Dillard's Inc., its affiliate Dillard
Investment Co. Inc., and Mercantile Stores Co. Inc. (acquired in
1998) to 'BB' from 'BB+', and its preferred stock rating on
Dillard's Capital Trust I to 'B' from 'B+'. The preferred stock is
guaranteed by Dillard's Inc.
The ratings were removed from CreditWatch where they were placed
June 9, 2003. The outlook is stable. This action affected about
$2.7 billion of debt at the Little Rock, Ark.-based department
store retailer.
Dillard's operations are being affected by intense competition,
lagging consumer confidence, a poor economy, a rising unemployment
rate that has pared disposable personal income, and consumer
apathy to fashion merchandise. While this environment is affecting
sales growth for the entire department store sector, as all major
players have seen same-store sales declines for a protracted
period of time, Dillard's results have been especially hard hit.
After several years of poor performance, Dillard's managed a
relatively good year in 2002, with improved operating margins,
EBITDA, cash flow protection, and leverage. Maintenance of the
rating was predicated on a continuation of progress in 2003, but
many of the same adverse macroeconomic factors that Dillard's and
the rest of the retail sector faced on 2002 are unchanged. First
quarter results were disappointing, and the recent 7% and 6% drops
in same-store sales for May and June 2003, respectively, suggest
that the economy and low consumer confidence are taking a heavier-
than-average toll on Dillard's business.
DVI INC: Asks Court to Move Schedule Filing Deadline to Nov. 8
--------------------------------------------------------------
DVI, Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court
for the District of Delaware for an extension of their time to
file their schedules of assets and liabilities, statement of
financial affairs, and schedule of executory contracts and
unexpired leases required under 11 U.S.C. Sec. 521(1).
Due to the complexity and diversity of their operations, the
Debtors will be unable to prepare and complete their Schedules and
Statement by September 9, 2003, the time by which they are
currently required to be filed with the Court under Bankruptcy
Rule 1007(c).
In order to prepare the Schedules and Statements, the Debtors must
gather information from books, records, and documents relating to
a multitude of transactions. Consequently, collection of the
information requires an expenditure of substantial time and effort
on the part of the Debtors' employees.
The Debtors have mobilized their employees to work diligently on
the preparation of the Schedules and Statements; however, in view
of the amount of work entailed in completing the project and the
competing demands on the Debtors' employees in connection with the
commencement of these chapter 11 cases, it is unlikely that the
Schedules and Statements will be completed in a timely manner.
The Debtors submit that it is important that their Schedules and
Statements be complete and accurate, and that they fully evidence
the financial condition of the Debtors as of the commencement of
these chapter 11 cases.
To this end, the Debtors anticipate that they will need 60
additional days from the current deadline to prepare and file the
Schedules and Statements in the appropriate format prescribed by
the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure.
Consequently, the Debtors request an extension of time to file
their Schedules and Statements until November 8, 2003.
Headquartered in Jamison, Pennsylvania, DVI, Inc. is the parent
company of DVI Financial Services, Inc. and DVI Business Credit
Corp. DVI Financial Services, Inc. provides lease or loan
financing to healthcare providers for the acquisition or lease of
sophisticated medical equipment. DVI Business Credit Corp. extends
revolving lines of credit to healthcare providers. The Debtors
filed for chapter 11 protection on August 25, 2003 (Bankr. Del.
Case No. 03-12656). Bradford J. Sandler, Esq., at Adelman Lavine
Gold and Levin, PC represents the Debtors in their restructuring
efforts. When the Company filed for protection from its
creditors, it listed $1,866,116,300 in total assets and
$1,618,751,400 in total debts.
EXIDE: Wants Approval for St. Paul Bonding Facility Agreement
-------------------------------------------------------------
In connection with their operations, Exide Technologies and its
debtor-affiliates are required to maintain surety bonds necessary
to comply with worker's compensation laws, environmental laws and
other ongoing business requirements. Before Petition Date, The
St. Paul Companies Inc., St. Paul Fire and Marine Insurance
Company, St. Paul Guardian Insurance, St. Paul Mercury Insurance
Company and Seaboard Surety Companies issued various necessary
bonds on the Debtors' behalf. The face amounts of the bonds
exceed $52,000,000. This includes over $30,000,000 in financial
assurance bonds, over $9,000,000 in guarantee bonds and a
$15,000,000 bond issued to guarantee the Debtors' obligations
relating to a facility in Uzbekistan.
The Debtors and St. Paul executed a General Indemnity Agreement
on January 11, 2000. The Debtors also provided St. Paul with a
letter of credit for $12,568,380 to secure their obligations
under the General Indemnity Agreement. The Letter of Credit was
issued by Fleet National Bank, a prepetition lender, and expired
on September 27, 2002. Before the expiration date, St. Paul was
notified that Fleet did not intend to renew the Letter of Credit.
The Debtors advised St. Paul that the Letter would not be
replaced. As a result, St. Paul drew down the Letter of Credit
on September 26, 2002 and retained the proceeds.
St. Paul advised the Debtors that it has suffered losses and
incurred expenses on the Uzbekistan Bond, and that it has taken
$5,061,492 out of the Letter of Credit proceeds to such losses
and expenses. St. Paul is holding the remaining $7,506,888 in a
separate account. St. Paul also advised the Debtors that it no
longer has any obligations to them under the Uzbekistan Bond.
Since the Petition Date, the Debtors have continued to make
payments and will continue to timely pay all obligations covered
by the Bonds, except for the Uzbekistan Bond. Bonds with face
amounts totaling $32,700,000 are due for renewal in August and
September 2003 and another $11,000,000 additional Bonds are due
after that, for a $43,600,000 total bonding credit.
If the Bonds are not renewed, the Debtors will be required to
obtain new bonds or other financial security to the extent that
an alternative surety could be identified. The Debtors do not
have the right to require St. Paul to renew the Bonds, issue new
Bonds or increase the penal sums of existing bonds.
Faced with this dilemma, the Debtors negotiated with St. Paul for
a possible extension of their prepetition bonding facility. The
discussions culminated into a Bonding Facility Agreement wherein
St. Paul agrees to renew and maintain the Bonds for a three-year
period. The Debtors believe that this would provide them with
necessary Bonds for the remainder of their bankruptcy proceedings
and for a period after that. The surety credit will be available
to the Debtors on a meaningful going-forward basis, which is
critical to their reorganization and operations after emergence.
Accordingly, the Debtors ask the Court to approve the terms for
the extension of surety credit.
The salient terms of the parties' Agreement are:
(1) St. Paul agrees that it will not give notice of non-
renewal or cancellation of any Bonds before August 31,
2003, to allow for Court approval of the Agreement.
Exide will continue as to pay all obligations that are
secured by the Bonds issued by St. Paul;
(2) In consideration of the collateral provided and the
treatment of all Claims under the Bonds as administrative
expense claims, St. Paul will renew the existing Bonds
for a one-year period after the present renewal date of
each Bond. St. Paul will also renew each existing Bonds
for two additional one-year periods after the first
renewal period;
(3) Exide will post additional collateral in the form of cash
deposits or irrevocable letters of credit:
(a) $7,500,000 within 15 days of Exide closing its exit
financing agreements with yet unspecified financial
lenders;
(b) On January 31, 2004, the lesser of an additional
$2,379,045 or 40% collateralization of the face
amount of then existing surety bonds;
(c) On August 1, 2004, additional Collateral for
$13,141,000 or 70% collateralization of the face
amount of then existing surety bonds; and
(d) On August 1, 2005, Exide will tender to St. Paul
further Collateral such that the aggregate Collateral
held by St. Paul will equal the face amount of
existing Bonds.
Once St. Paul holds an equal amount, Exide will maintain
the level of Collateral necessary to keep St. Paul fully
secured for all of Exide's obligations under the
remaining bonds and any indemnity agreements. The
Collateral will secure Exide's indemnity obligations for
any and all claims against the bonds, whether
prepetition, postpetition or post-confirmation. Further,
the $7,506,888 held by St. Paul, after Fleet draws on the
Letter of Credit it issued, will be considered a part of
St. Paul's Collateral and the application of the Letter
of Credit proceeds to losses under the Uzbekistan Bond is
confirmed;
(4) Exide may request new Bonds, which will not replace the
existing bonds or increases on the penal limits of the
existing Bonds. This is provided that each new Bond or
increase will be matched by an increase in Collateral.
This new Collateral will be cross-collateralized to pay
all surety Bond claims, exclusive of claims under the
Uzbekistan Bond. All Collateral will be held by St. Paul
until the time each of the Bonds are cancelled or
released, at which time all Collateral will be returned
to Exide;
(5) For so long as St. Paul maintains bonds for Exide's
benefit, Exide will continue administering and paying all
claims and obligations with respect to the Bonds as they
become due. Exide will timely pay all premiums when due.
The premiums will be fully earned upon payment by Exide
and will not be refundable upon cancellation or
replacement. St. Paul may cancel the Bonds in the event
that Exide ceases or gives notice that it intends to
cease the operation or activity covered by the Bonds;
(6) The Debtors will execute a new general indemnity
agreement that will conform to the provisions of the
General Indemnity Agreement executed by Exide in St.
Paul's favor on January 11, 2000. All postpetition
Surety Priority Claims, which are all surety claims,
losses and expenses on account of any bonds other than
the Uzbekistan Bond, will be afforded administrative
expense priority status;
(7) To the extent that any Postpetition Surety Priority Claim
held by St. Paul is not satisfied from the Collateral,
St. Paul will be afforded an allowed Administrative
Claim;
(8) Each allowed Administrative Claim will not be subject to
objection by Exide, any committee in Exide's bankruptcy
case, its creditors or other party-in-interest for any
reason other than to verify the amount and payment of the
Claim. St. Paul's Claims against Exide will be allowed
and paid without St. Paul filing any proof of claim or
application for payment of administrative claims;
(9) Exide will execute and deliver to St. Paul a new General
Indemnity Agreement, which will be in addition to and not
in lieu of any prior indemnity agreements; and
(10) Upon request, Exide will make available to St. Paul
certain documents necessary to provide sufficient
information to evaluate and confirm Exide's continued
performance under the Bonds. (Exide Bankruptcy News, Issue
No. 29; Bankruptcy Creditors' Service, Inc., 609/392-0900)
FIFTH ERA: Gets Shareholders' OK for Consolidation & Name Change
----------------------------------------------------------------
Fifth Era Knowledge Inc. reported that, subject to TSX Venture
Exchange and regulatory approval, on August 29, 2003 the
Shareholders approved the consolidation of the Corporation's
common shares on the basis of seven old (Fifth Era) common shares
for one new (Triton Capital) common share. Concurrent with the
share consolidation, the Corporation also received shareholder
approval to change its name from Fifth Era Knowledge Inc. to
TRITON CAPITAL CORPORATION.
Subsequent to the share consolidation, Triton Capital Corporation
will have approximately 3,227,443 common shares issued and
outstanding (3,258,157 fully diluted).
David R. P. Mears, David M. Antony, and Shari J. Pusch were
elected Directors of the Corporation at the Shareholders'
meeting.
* * *
As previously reported, Fifth Era Knowledge Inc. said the
restructuring is necessary to help the Corporation build its core
business and participate in additional business activities. The
following steps will be taken in the near future and will be
subject to regulatory and shareholder approval, as the case may
be. The reorganization involves the restructuring of debt, a share
consolidation, changes to the board, a private placement and name
change to Triton Capital Corporation.
Restructuring of Debt with the Royal Bank of Canada
As reported in Troubled Company Reporter's June 27, 2003 edition,
the Company reported that on April 30, 2003 it reached a
settlement of all of its liability to the Royal Bank of Canada
totaling approximately $602,000. The settlement included a cash
payment of $20,000 on May 7, 2003 and the issuance of 6,000,000
common shares at a deemed price of $0.10 per common share. The
company has received conditional approval from the TSX-Venture
related to this settlement.
Convertible Debentures
The Company accepted the conversion requests from all holders of
the convertible debenture in the amount of $270,000. Pursuant to
the terms of the debentures the conversion of principal and unpaid
interest will be done at an effective price of $0.12 per common
share. This conversion will cause the corporation to issue
2,231,250 common shares. Insiders involved in this conversion
include Peter Stunden, Paula Stunden and Dave Antony; they are
receiving 700,000, 700,000 and 87,500 shares respectively. These
shares will be subject to the reverse split discussed below.
Reverse Split
The Company then proposed to consolidate its common shares on a
7:1 basis. Post consolidation on a fully diluted basis there will
be approximately 3,211,000 common shares outstanding.
GENOIL INC: Grants Employee Stock Options of Up to 5.8MM Shares
---------------------------------------------------------------
Genoil Inc. has granted incentive stock options to certain
officers, directors and employees to acquire up to an aggregate of
5,807,065 common shares of the Corporation. A total of 5,650,000
options were granted with an exercise price of $0.13, 104,710
options were granted with an exercise price of $0.20 and 52,355
options were granted with an exercise price of at $0.30. Of these
options, 5,250,000 were granted to certain directors in lieu of
unpaid salary over the past three years.
Additionally, subject to approval of the TSX Venture Exchange, the
Corporation proposes to amend certain stock options, extending the
term of such options for a further two years. This proposed
amendment will affect an aggregate of 1,080,000 stock options held
by certain employees.
Genoil is a technology development company providing solutions to
the oil and gas industry through the use of proprietary
technologies. Genoil's shares are listed on the TSX Venture
Exchange under the trading symbol "GNO".
* * *
Going Concern Uncertainty
In its recent SEDAR filing, the company disclosed that to date the
Corporation has not attained commercial operations from its
various patents and technology rights. $2,698,883 of principal and
interest owed to a note holder was overdue at March 31, 2003. The
future of the Corporation is dependent upon its ability to
maintain the continued financial support of the note holder, and
obtain adequate additional financing to fund the development of
commercial operations from its various patents and technology
rights. The consolidated financial statements are prepared on the
basis that the Corporation will continue to operate throughout the
next fiscal period as a going concern. A failure to continue as a
going concern would then require that stated amounts of assets and
liabilities be reflected on a liquidation basis, which would
differ from the going concern basis.
GENUITY: Establishing Chapter 11 Liquidating Trust Under Plan
-------------------------------------------------------------
On the Effective Date of the proposed Chapter 11 Plan, the Genuity
Inc. Debtors will:
(i) enter into the Liquidating Trust Agreement,
(ii) take all other steps necessary or appropriate to
establish the Liquidating Trust, and
(iii) transfer, assign and deliver to the Liquidating Trust for
the benefit of the holders of the Beneficial Interests
all of the Debtors' right, title and interest in, to,
under and in connection with the Liquidating Trust
Assets, in each case free and clear of any Lien in the
property of any other Person.
Genuity President, Ira H. Parker, tells the Court that the
Liquidating Trust' sole purpose is the liquidation of the Non-
Cash Assets and resolving Disputed Claims, with no objective or
authority to continue or engage in the conduct of a trade or
business. In particular, the Liquidating Trust will:
(a) issue the Beneficial Interests to Allowed Claimholders,
as provided in the Plan;
(b) collect and reduce the Non-Cash Assets to Cash;
(c) distribute Cash to the Beneficial Interestholders;
(d) wind down the Estates; and
(e) take necessary or appropriate steps to accomplish these
purposes, in each case as more fully provided in, and
subject to the terms and conditions of the Liquidating
Trust Agreement.
Mr. Parker explains that the Liquidating Trust will succeed to
all of the Debtors' rights necessary to protect, conserve and
liquidate all Liquidating Trust Assets as quickly as reasonably
practicable, which liquidation will conclude before the fifth
anniversary of the Effective Date, unless extended by the
Bankruptcy Court for cause.
As of the Effective Date, the Liquidating Trust will be the
Debtor' successor in all proceedings then pending or thereafter
commenced regarding any of the Liquidating Trust Assets, and will
have the exclusive power, as successor to and on behalf and in
the name of the Debtors, to investigate, enforce, abandon,
prosecute, resolve, defend against, compromise and settle
Disputed Claims, all objections and the Causes of Action and to
maintain, sell, abandon, liquidate and collect the other Non-Cash
Assets.
The Liquidating Trust's expenses will be paid out of the
Liquidating Trust Assets, as and to the extent provided in the
Liquidating Trust Agreement. The Liquidating Trust will assume
the Debtors' obligations under the Estate Employee Retention Plan
and the AlixPartners Retention Agreement.
Meade A. Monger, a Principal of the bankruptcy services and
advisory firm AlixPartners LLC, is designated as the initial
Liquidating Trustee. The Creditors' Committee will designate the
three members of the Liquidating Trust Oversight Committee on or
before the 20th day before the commencement of the Confirmation
Hearing. The Liquidating Trustee will administer the Liquidating
Trust from and after the Effective Date in accordance with the
Liquidating Trust Agreement and subject to the oversight of the
Liquidating Trust Oversight Committee.
On the Effective Date, the Debtors will deliver to the
Liquidating Trust a list of each Person to receive Beneficial
Interests as of the Effective Date pursuant to the Plan and the
Liquidating Trust Agreement, including the Allowed amounts of the
General Unsecured Claims of, and the address of, each Person.
The Debtors will also deliver to the Liquidating Trust a list of
each Holder of a Disputed General Unsecured Claim as of the
Effective Date, including the Maximum Amount of each Claim, and
the address of the Holder thereof. The Liquidating Trustee will
maintain a record of the Holders of Beneficial Interests, and
will adjust the record of holders of Class B Beneficial Interests
from time to time as Disputed General Unsecured Claims become
Allowed. Beneficial Interests will be accounted for by amount of
the Allowed General Unsecured Claim.
Moreover, the Liquidating Trust will establish the Class B
Subtrust for the benefit of Class B Beneficial Interestholders
and will deposit in the Subtrust, Cash as set forth in the Plan.
The Class B Subtrust will be maintained in one or more
segregated, interest-bearing accounts, and amounts deposited in
the Class B Subtrust will be distributed from time to time to the
Class B Beneficial Interestholders, in each case as and to the
extent provided in the Liquidating Trust Agreement.
On the date of any distribution from the Class B Subtrust, the
Liquidating Trust will establish, and maintain, a reserve, from
Cash in the Class B Subtrust, for the benefit of Disputed General
Unsecured Claimholders. This reserve will consist of Cash equal
to the amount that would be distributable to all Disputed General
Unsecured Claimholders, in respect of all distributions made to
that date, if those Claims were Allowed in the maximum amount
asserted, or in a lesser amount established by Final Order of the
Bankruptcy Court.
Furthermore, the Liquidating Trust will establish a separate
"Collection Expense Reserve" from the Class B Subtrust pursuant
to the Liquidating Trust Agreement, on the Effective Date. This
reserve will be placed in a segregated interest-bearing account,
and will be used for, among other things, payment of all costs
and expenses that the Liquidating Trust incurs in connection
with:
-- the investigation, enforcement, abandonment, prosecution,
resolution, defense against, compromise and settlement of
all Disputed Cash Claims and objections, all Causes of
Action, including Avoidance Actions; and
-- the sale, abandonment, liquidation and collection of any
Non-Cash Assets of the Liquidating Trust.
The Collection Expenses Reserve will be replenished from amounts
recovered in respect of Causes of Action and Non-Cash Assets, and
from any Cash released from the Cash Claims Reserve, provided
that the Liquidating Trust Oversight Committee may from time to
time increase or reduce the level to which the Collection
Expenses Reserve must be replenished.
After establishing appropriate expense reserves in accordance
with the Liquidating Trust Agreement, or on the Effective Date,
the Liquidating Trust will distribute all remaining amounts in
the Class B Subtrust to the Class B Beneficial Interestholders.
The Liquidating Trust will make subsequent distributions from the
Class B Subtrust to the Class B Beneficial Interestholders from
time to time after the Effective Date, as and to the extent
provided in the Liquidating Trust Agreement.
After paying or otherwise reserving for expenses incurred by the
Liquidating Trust in connection with the Causes of Action and the
resolution of the Disputed Cash Claims, the Liquidating Trust
will distribute the Liquidating Trust Assets from time to time as
and to the extent provided in the Liquidating Trust Agreement.
Initially, the Liquidating Trustee will be a senior member of the
bankruptcy advisory and management-services firm AlixPartners.
The work that the Liquidating Trustee and the employees of the
Liquidating Trust will perform will be bankruptcy case management
services, which are very similar to the services that an
affiliate of AlixPartners -- AP Services -- provided to the
Debtors during the Chapter 11 Cases.
As a result, the Liquidating Trustee, and employees of the
Liquidating Trust hired from AlixPartners, will be compensated on
essentially the same terms as the Debtors had obtained, and the
Bankruptcy Court had approved, during the Chapter 11 Cases.
The Liquidating Trustee, AlixPartners and certain former
employees of the Debtors will be compensated for their work by a
combination of:
(i) hourly time charges for employees provided to the
Debtors, at reduced rates compared to customary hourly
time charges of AP Services; and
(ii) an incentive-compensation component based on average
percentage recovery to general unsecured creditors of the
Debtors and time the recoveries are actually paid to the
creditors.
Mr. Parker tells Judge Beatty that the hourly time charges for
the Liquidating Trustee will be $495 per hour. The charges for
other AlixPartners personnel will range from $105 to $495 per
hour. The incentive compensation for AlixPartners will be paid
on these terms:
-- A $500,000 Incentive Fee will be paid if 50% of the assets
are distributed by November 30, 2003 and the distribution
percentage is not less than 7.5% of Allowed Claims;
-- An additional $500,000 will be paid if a distribution of
75% of the assets is made by February 29, 2004 and the
distribution is not less than 14% of Allowed Claims. To
the extent that these terms are met with the exception of
the distribution being made by February 29, 2004, a
$125,000 to $500,000 payment will be made. This will be
determined at the sole discretion of the Liquidating Trust
Oversight Committee, which decision will be based on the
timing and amount of creditor distributions.
Even if the November 30, 2003 deadline is not met, the
$500,000 will also be paid as long as the 14% distribution
is achieved;
-- An additional $125,000 will be paid once the Chapter 11
Cases are closed, provided that aggregate distributions to
creditors are not less than 17.5% of Allowed Claims. For
each percentage point above 17.5% of Allowed Claim amounts
that are distributed to creditors, an additional $100,000
will be paid; and
-- The distribution percentage of Allowed Claims is defined
as the total amount of cash actually distributed including
undeliverable distributions under a Chapter 11 plan, to
general unsecured creditors of any of the Debtors,
excluding cash distributed to other Debtors divided by the
total amount of general unsecured claims against the
Debtors that are allowed, without duplication. To prevent
Duplication, general unsecured claims to be counted will
exclude:
(a) Claims that are based on:
(i) secondary obligations of one Debtor for the
obligation of another Debtor;
(ii) co-primary obligations with another Debtor; or
(iii) obligations as a joint tortfeasor with another
Debtor, provided that one underlying obligation
has been included in the total; and
(b) Claims of one Debtor against another Debtor.
According to Mr. Parker, it is expected that these terms for
compensation of the Liquidating Trustee and additional
AlixPartners personnel will be memorialized in a fee agreement to
be entered into on or before the Confirmation Hearing.
The Liquidating Trust Oversight Committee, the Liquidating
Trustee and their respective agents, representatives, designees,
and professionals will have limited liability for actions taken
or omitted in relation to the Liquidating Trust. Furthermore,
the Liquidating Trust will indemnify and hold harmless the
Liquidating Trust Oversight Committee, the Liquidating Trustee
and their respective agents, representatives, designees, and
professionals as set forth in the Liquidating Trust Agreement.
(Genuity Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 609/392-0900)
GILAT SATELLITE: Appoints Avihu Bergman as EVP for Sales
--------------------------------------------------------
Gilat Satellite Networks Ltd. (Nasdaq: GILTF) appointed Avihu
Bergman as the Company's Executive Vice President for Sales.
Bergman will be directly responsible for sales in Africa, Asia and
Europe as well as worldwide coordination of the Company's sales
efforts including North and Latin America.
Avihu Bergman joins Gilat with more than 20 years of sales and
marketing management experience in the hi-tech field. He most
recently served as Vice President at Ascend Technology Ventures.
Prior to this position, Bergman held senior executive positions at
ECI Telecom , Teledata (now ADC) , ArelNet and VocalTec.
Bergman holds a Masters degree in Business Administration and a
Bachelors of Science degree in Electrical Engineering both from
Tel Aviv University. He is married and has two children.
Gilat Satellite Networks Ltd. -- whose June 30, 2003 balance sheet
shows a total shareholders' equity deficit of about $3.5 million
-- with its global subsidiaries Spacenet Inc., Gilat Latin America
and rStar Corporation, is a leading provider of telecommunications
solutions based on Very Small Aperture Terminal satellite network
technology - with more than 400,000 VSATs shipped worldwide.
Gilat, headquartered in Petah Tikva, Israel, markets the Skystar
Advantage(R), DialAw@y IP(TM), FaraWay(TM), Skystar 360E(TM) and
SkyBlaster* 360 VSAT products in more than 70 countries around the
world. Gilat provides satellite-based, end-to-end enterprise
networking and rural telephony solutions to customers across six
continents, and markets interactive broadband data services. Gilat
is a joint venture partner with SES GLOBAL, and Alcatel Space and
SkyBridge LP, subsidiaries of Alcatel, in SATLYNX, a provider of
two-way satellite broadband services in Europe. Skystar Advantage,
Skystar 360E, DialAw@y IP and FaraWay are trademarks or registered
trademarks of Gilat Satellite Networks Ltd. or its subsidiaries.
Visit Gilat at http://www.gilat.com
GLOBAL CROSSING: Cancellation of Debt with BankBoston Approved
--------------------------------------------------------------
The Global Crossing Debtors and BankBoston, N.A. entered into a
Master Participation Agreement on January 29, 2001. Within this
Master Agreement, BankBoston agreed to extend the Loans to South
American Crossing Ltd. subsidiaries -- SAC Chile S.A., SAC Peru
S.R.L., and SAC Colombia Ltda. -- the Borrowers. Each Loan is
governed by a separate loan agreement. In light of the Master
Agreement, every time BankBoston made a disbursement to any one
of the Borrowers under the Loan Agreements, South American paid
BankBoston the full amount of the disbursement. This allowed
South American to purchase full participation in each of the
Disbursements, creating an obligation on BankBoston's part to
repay South American.
The Master Agreement provides that upon BankBoston's receipt of
any payment from the Borrowers, BankBoston will pay the amount,
subject to certain interest rate adjustments, to South American.
Notwithstanding the structure of the Loans, and pursuant to US
GAAP rules, the Debtors treated the amounts owed to BankBoston by
the Borrowers as intercompany debt between the Borrowers and
South American.
Since South American purchased a full participation in the Loans
from BankBoston, BankBoston owes South American $51,870,592,
broken down as:
(1) SAC Chile -- $21,814,361
(2) SAC Colombia -- 16,883,679
(3) SAC Peru -- 15,406,290
In addition to the Master Agreement and the Loans, Paul M. Basta,
Esq., at Weil Gotshal and Manges LLP, in New York, informs the
Court that BankBoston entered into a Private Placement and Agency
Agreement with SAC Brazil on January 29, 2001. Under the
Placement Agreement, SAC Brazil appointed BankBoston as its
placement agent for the sale of Floating Rate Notes, issued in
the aggregate principle amount of $350,000,000. South American
purchased the Notes in the principle amount of $185,789,028 from
SAC Brazil, with BankBoston acting as the placement agent.
Although SAC Brazil is indebted to South American under the
Notes, Mr. Basta points out that the Debtors' Schedule F
erroneously lists BankBoston as a creditor of SAC Brazil.
Accordingly, the Debtors and BankBoston agreed to amend Schedule
F to reflect South American's ownership of the Notes.
Mr. Basta notes that Chilean, Colombian and Peruvian laws provide
that any discharge of indebtedness is recognized as income.
Thus, if the Debtor-Borrower were to receive a discharge of the
Loans under Section 1141(d) of the Bankruptcy Code and the Plan,
they will be deemed to have taxable income in the amount
discharged. In each instance, Mr. Basta explains, the taxable
income caused by the discharge of indebtedness would trigger a
tax liability under applicable local law, since there would be
insufficient losses to cover the additional income.
To prevent the application of local regulations related to the
Discharge Taxes, the Debtors decided to restructure the Chilean
and Colombian Loans to remove BankBoston's involvement. This
will allow South American to become the lender of record to the
Borrowers, thus maintaining the functionality of the current
funding arrangement. Restructuring the Loans will have no
financial impact, adverse or otherwise, on the Debtors' estates
or any of their creditors.
The Debtors are faced with an additional issue regarding the Peru
Loan. Pursuant to Peruvian law, in addition to the Discharge
Tax, SAC Peru would be required to pay a substantial withholding
tax on the Peru Loan if the Debtors were to restructure the Peru
Loan in a similar manner to the Chile and Colombia Loans. To
minimize this exposure, the Debtors and BankBoston agreed to
amend (i) the Loan Agreement that governs the Peru Loan and (ii)
the Master Agreement with respect thereto, to provide that, among
other things, the Peru Loan will remain in place, and not be
discharged, after the effective date of the Plan.
The Debtors also agreed that, in respect to one of the Loans, the
Borrowers' obligation to BankBoston will remain after the Debtors
emerge from Chapter 11.
Accordingly, the Debtors ask the Court to approve, pursuant to
Sections 105 and 363 of the Bankruptcy Code:
(1) a Loan Assignment from BankBoston to South American; and
(2) the cancellation of Loans from South American to
BankBoston.
To effect the restructuring of the Loans, South American,
BankBoston and the Borrowers will enter into four separate
transactions:
(1) an Assignment Agreement between South American,
BankBoston and SAC Chile of the Chile Loan -- the Chile
Assignment;
(2) an Assignment Agreement between South American,
BankBoston and SAC Colombia of the Colombia Loan -- the
Colombia Assignment;
(3) certain amendments to the Peru Loan -- the Peru
Amendments; and
(4) an Arrangement Agreement that summarizes the agreement
between South American and BankBoston, with respect to the
Loan Restructurings.
The Chile Assignment states that:
(a) South American will cancel its 100% participation in the
Chile Loan in its entirety. Upon cancellation, BankBoston
will have no more payment obligations to South American
under the Master Agreement with respect to the Chile
Loan;
(b) BankBoston will assign and transfer its rights, title,
interest and obligations in the Chile Loan to South
American. The transfer will take effect, without
recourse, through BankBoston's endorsement of the
promissory notes that serve as evidence to the Chile Loan;
(c) SAC Chile will execute a full release for any claims it
may have against BankBoston with respect to the Chile
Loan; and
(d) BankBoston will execute a full release of South American
and SAC Chile for any claims it may have against them with
respect to the Chile Loan.
The Colombia Assignment provides that:
(a) South American will cancel its 100% participation in the
Colombia Loan in its entirety;
(b) BankBoston will assign and transfer its rights, title,
interest and obligations in the Colombia Loan to South
American. The transfer will take effect, without
recourse, through BankBoston's endorsement of the
promissory notes that serve as evidence to the Colombia
Loan;
(c) SAC Colombia will execute a full release for any claims it
may have against BankBoston with respect to the Colombia
Loan; and
(d) BankBoston will execute a full release of South American
and SAC Colombia for any claims it may have against them
with respect to the Colombia Loan.
The salient terms of the Peru Amendments are:
(a) Subject to a Court order, the Peru Loan will remain in
place after the Effective Date. SAC Peru will maintain
its obligation to repay the Peru Loan;
(b) BankBoston will maintain its obligations to repay South
American in connection with the Peru Loan under the
Master Agreement;
(c) The Peru Loan Agreement is amended to relieve BankBoston's
obligation to advance any further funds to SAC Peru;
(d) The Master Agreement is amended to reflect that:
(i) only the Peru Loan remains in place; and
(ii) no further funds can be drawn by any of the
Borrowers; and
(e) The Arrangement Agreement will include an indemnity
provision stating South American's obligation to
indemnify and hold BankBoston and its related parties
harmless from all claims, demands, liabilities, actions,
causes of action, losses and expenses, both legal and
equitable, arising from the Peru Loan for as long as
BankBoston has not been determined to have engaged in
willful misconduct or committed gross negligence.
Mr. Basta asserts that the contemplated transactions should be
approved because:
(1) the Loan Assignments minimizes tax exposure in Colombia;
(2) the Loan Assignments will convert the Colombia Loan to
intercompany debt, which is not subject to discharge
under the Plan;
(3) transferring the Loans to South American will free
SAC Colombia of large tax liabilities when the Loans are
discharged under Section 1141;
(4) the transactions contemplated by the Loan Assignments
will have no detrimental effect on the Debtors, their
creditors, or other parties-in-interest;
(5) a discharge of obligations by the Borrowers will trigger
Discharge Taxes in Colombia and Peru;
(6) by allowing the Debtors to maintain in place after the
Effective Date the Peru Loan and BankBoston's obligation
to South American, the Court recognizes its functionality
as an intercompany arrangement;
(7) the Peru Amendment will eliminate a significant dollar
tax exposure for the Debtors; and
(8) the Peru Loan in place will not have any net effect on
the Debtors' estates or creditors as BankBoston is
obligated only to repay South American from the proceeds
it receives from SAC Peru.
* * *
Judge Gerber approves the Debtors' cancellation of debt between
South American and BankBoston, in relation to the Chile Loan
Agreement, Colombia Loan Agreement and Peru Loan Agreement.
BankBoston's claims against SAC Peru will remain after the
Debtors' emergence from Chapter 11 and will not be discharged.
(Global Crossing Bankruptcy News, Issue No. 46; Bankruptcy
Creditors' Service, Inc., 609/392-0900)
HEADWAY CORPORATE: Plan Confirmation Hearing Set for Sept. 16
-------------------------------------------------------------
Headway Corporate Resources, Inc., together with its debtor-
affiliates, filed their Proposed Plan of Reorganization along with
an accompanying Disclosure Statement with the U.S. Bankruptcy
Court for the Southern District of New York.
On August 8, 2003, the Court approved the adequacy of the
Disclosure Statement explaining the Debtors' Plan. The Court
found that, in accordance with Sec. 1125 of the Bankruptcy Code,
the Disclosure Statement contains the right kind and amount of
information to enable creditors to make informed decisions whether
to accept or reject the Debtors' Plan. The Plan is now in
creditors' hands and they are making those decisions.
To be counted, ballots must be received before 5:00 p.m. on
Sept. 5 and sent to the address indicated on the ballot.
A hearing to consider confirmation of the Debtors' Plan is
scheduled for Sept. 16, at 11:30 a.m. Eastern Time before the
Honorable Allan L. Gropper.
Holders of (i) unimpaired claims and (ii) claims or interest who
will not receive a distribution under the Plan, are not entitled
to vote on the Plan and will receive a Notice of Non-Voting Status
rather than a ballot in their Solicitation Packages. Creditors
who disagree with the classification of their claims, must file a
Rule 3018(a) motion to temporarily allow such claims in a
different amount or in a different class for purposes of voting.
All Rule 3018(a) Motions must be filed by Sept. 5.
Objections, if any, to confirmation must be received by Sept. 10,
and sent to:
1. Counsel for Headway
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Attn: Jeffrey L. Tanenbaum, Esq.
2. Counsel for Headway's Prepetition Lenders
O'Melveny & Myers LLP
30 Rockefeller Plaza,
New York, NY 10022
Attn: Sandeep Qusba, Esq.
3. The United States Trustee for the Southern District of
New York
33 Whitehall Street
21st Floor
New York, NY 10004
Attn: Tracy H. Davis, Esq.
Headway Corporate Resources, Inc., headquartered in New York, New
York, provides human resource and staffing services. The Company
filed for chapter 11 protection on July 1, 2003 (Bankr. S.D.N.Y.
Case No. 03-14270). Jeffrey L. Tanenbaum, Esq., at Weil, Gotshal
& Manges, LLP, represents the Debtor in its restructuring efforts.
When the Company filed for protection from its creditors, it
listed estimated assets of over $10 million and estimated debts of
more than $50 Million.
HEXCEL CORP: Completes Exchange Offer for 9.875% Sr. Sec. Notes
---------------------------------------------------------------
Hexcel Corporation (NYSE:HXL) announced that its offer to exchange
new 9.875% Senior Secured Notes due 2008 that have been registered
under the Securities Act of 1933 for all of its outstanding 9.875%
Senior Secured Notes due 2008 that were sold on March 19, 2003
under Rule 144A and Regulation S of the Securities Act of 1933
expired at 5:00 p.m. New York City time, on August 28, 2003, and
that Hexcel has accepted for exchange all Old Notes validly
tendered pursuant to the Exchange Offer.
According to the exchange agent for the Exchange Offer, holders
tendered for exchange $125,000,000 in aggregate principal amount
of the Old Notes as of the expiration of the Exchange Offer. The
Old Notes tendered for exchange constitute 100% of the Old Notes
outstanding on the date the Exchange Offer was launched.
The New Notes were issued Friday last week.
Hexcel Corporation (S&P, B Corporate Credit Rating, Stable) is the
world's leading advanced structural materials company. It designs,
manufactures and markets lightweight, high performance
reinforcement products, composite materials and engineered
products for use in commercial aerospace, space and defense,
electronics, general industrial, and recreation applications.
HOMEPLACE: Files Liquidating Plan and Disclosure Statement
----------------------------------------------------------
Waccamaw's HomePlace, formerly known as HomePlace of America,
Inc., filed a joint chapter 11 liquidating plan and an
accompanying disclosure statement with the U.S. Bankruptcy Court
for the District of Delaware. Full-text copies of the Plan and
the Disclosure Statement are available for a fee at:
http://www.researcharchives.com/bin/download?id=030828011835
and
http://www.researcharchives.com/bin/download?id=030828011625
The Plan groups claims and interests into 4 classes:
Class Description Treatment
----- ----------- ---------
1 Secured Claims of the Not impaired; already paid in
Bank Group full
2 Other Secured Claims Not entitled to vote; will
receive cash in an amount equal
to the value of the holder's
interest in the Debtor's
interest in the Collateral
3 Unsecured Claims Impaired and are entitled to
vote; will be paid cash equal to
its Pro Rate share of the Cash
Available to the Estate after
satisfaction of the Secured
Claims
4 Interests Holders are presumed to have
rejected the Plan; deemed
cancelled on the effective date
The Plan contemplates substantive consolidation of the estates. On
the Confirmation Date:
i) all Intercompany Claims by and among the Debtors will be
eliminated;
ii) all assets and liabilities of the Debtors will be merged
or treated as though they were merged;
iii) all prepetition cross-corporate guarantees of the
Debtors will be eliminated;
iv) all Claims based upon guarantees of collection, payment
or performance made by one or more Debtors as to the
obligations of another Debtor shall be discharged,
released and of no further force and effect;
v) all Interests of any Debtor in any other Debtor will be
eliminated; and
vi) each and every Claim filed in the Case of any one Debtor
will be deemed filed against the consolidated Debtors in
the consolidated Cases and will be deemed a single
obligation of all of the Debtors under the Plan and
after the Confirmation Date.
HomePlace operates about 90 superstores under the HomePlace and
Waccamaw names in 27 states. It offers about 30,000 products,
including bed and bath linens, housewares, garden accessories, and
home decorating items. The company filed for Chapter 11 bankruptcy
protection in January 16, 2001 (Bankr. Del. Case No. 01-00181).
Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl Young Jones
Weintraub PC represents the Debtors in their restructuring
efforts. When the Company filed for protection from its
creditors, it listed $324.5 million in assets and $255.7 million
in liabilities.
JOSEPH CHARLES: Trustee Wins Court Approval to Destroy Records
--------------------------------------------------------------
Pursuant to a Court Order, the Bankruptcy Trustee of Joseph
Charles & Associates, James Feltman is authorized to destroy
records of the Debtor. Customers may, within 30 days of notice,
obtain records by written request to:
Kenneth Robinson
848 Brickell Avenue
Suite 1100
Miami, Florida 33131
KMART CORP: Bank One Posts Notice on Status of Kmart Bond Claims
----------------------------------------------------------------
Bank One Trust Company, National Association is an indenture
trustee between the Central Trust Company, N.A. and County of
Montgomery, Ohio with respect to a commercial loan secured by a
real property lease to Kmart Corporation. The property is
located in New Lebanon, Ohio. While the Debtors are not obligors
of the bonds secured by the property, the indebtedness arising
under the indenture is supported by a guaranty they issued to
Bank One on behalf of the bondholders. The obligor of the bonds
is also the landlord under the Debtors' lease agreement.
Concurrent with their restructuring, the Debtors rejected the
lease agreement, giving rise to lease rejection damage claim as
well as a guaranty claim. Pursuant to a collateral assignment of
rents from the obligor, Bank One timely filed a proof of claim
with respect to rejection damages for $733,125.
Before the Bar Date, Bank One filed a $689,175 claim for the
amounts owed under the guaranty. The Claim reflects the entire
amount outstanding on the bonds as of Petition Date, plus
interests, fees costs and expenses. Pursuant to an agreement
with the Debtors before the Plan, the guaranty claim is to be
allowed in the full amount of principal outstanding, plus
interest accrued as of the Petition Date, including the fees
accrued during the bankruptcy case. Bank One calculates the
claim amount to be $757,158.
If approved by the Court, the guaranty claim will be paid its pro
rata distribution as a general unsecured claim in common stock in
the Reorganized Debtors. The Debtors estimate the stock to be
worth 9% of the Claim amount. Bank One intends to liquidate the
stock for the benefit of the trust account of allowed general
unsecured claims.
To the extent that the guaranty claim is allowed, the claim based
on lease rejection damages will be reduced and may be eliminated.
Bank One intends to enforce its rights under the indenture,
including foreclosure on the property and marketing for sale.
Bank One has hired local counsel to prepare, file and prosecute
an action to foreclose on the property. Bank One also hired an
experienced commercial real estate consultant, CB Richard Ellis,
to market and sell the property.
Currently, no funds are being deposited into the trust account
from the obligor or other sources, and Bank One has not made
interest and principal payments to bondholders since the Petition
Date. To the extent of available funds, and after accounting for
appropriate reserves, Bank One reserves its right to make full or
partial interest payments on scheduled or other payment dates
until the property is sold.
Bank One will periodically communicate with all bondholders
through written notice of material events of a public nature of
which it has knowledge. To facilitate such communications and
other contacts, Bank One asks beneficial holders to send notice
on its claimed holdings of bonds and address their notices to:
James F. Comeaux
Bank One Trust Company, N.A.
1111 Polaris Parkway
Suite 1K-Mail Code OH1-0181
Columbus, Ohio 43240
(Kmart Bankruptcy News, Issue No. 61; Bankruptcy Creditors'
Service, Inc., 609/392-0900)
LEAP WIRELESS: Informal Panel Nominates Six New Directors
---------------------------------------------------------
Gerald N. Sims, Esq., at Pyle, Sims, Duncan & Stevenson, in San
Diego, California, advises the Court that the Informal Vendor
Debt Committee has nominated six directors for Reorganized Leap.
Pursuant to the Leap Wireless Debtors' Disclosure Statement
accompanying the Fifth Amended Plan, the Informal Committee
nominates:
(1) James D. Dondero,
(2) Wayne Barr, Jr.,
(3) Mark Rachesky,
(4) Dr. Rajenda Singh,
(5) Michael B. Targoff, and
(6) Gerald Stevens-Kittner.
(Leap Wireless Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 609/392-0900)
LIFE ENERGY: Signs-Up Berkovits Lago as New Independent Auditors
----------------------------------------------------------------
Life Energy & Technology Holdings, Inc. (OTCBB:LETH)(Deutsche
Borse DE:LFT) announced that on August 26, 2003 it had appointed
Berkovits, Lago & Company, LLP, 8211 West Broward Blvd. Suite 340
Plantation, Florida 33324 as the Company's independent auditors.
This decision was made upon the recommendation of Life Energy's
previous auditor, Donahue Associates LLC (27 Beach Road, Suite
CO5-A, Monmouth Beach NJ 07750).
The decision to change auditors was a mutual one and was made in
light of ongoing negotiations with Mr. Brian Donahue, President of
Donahue Associates LLC, to join Life Energy as its Chief Financial
Officer. These negotiations began in June 2003. As the
negotiations progressed, both Mr. Donahue and Life Energy felt
that Life Energy's certified audit should be prepared by a firm
other than Donahue Associates LLC.
In a letter to Life Energy, Mr. Donahue stated, "There are and
have been no disagreements between us and your company with
respect to accounting or auditing issues of the type discussed in
Item 304(a(iv)) of Regulation SB regarding the financial
statements from our hire date of March 2001 to our resignation
date on August 26, 2003, including the certified reports as of May
31st within this period and the intervening 10Q reports. We will
continue to assist your new auditors, Berkovits and Lago, LLP of
Miami, Florida, during the transition and in the preparation of
financial statements for the year ended May 31, 2003."
Life Energy's Chief Executive Officer, Dr Chris McCormack, stated
that where Life Energy has filed an extension (NT 10-K) Life
Energy will file its annual audit by its due date September 15th
2003.
After expressing thanks to Mr. Brian Donahue for his services to
Life Energy & Technology Holdings Inc, Chairman Dr. Albert
Reynolds noted that the new auditors Berkovits and Lago LLP are on
the approved list of accounting firms of the American Institute of
Certified Public Accountants. "As Life Energy continues to move
ahead, it is apparent that an auditor that is a recognized member
in good standing of the AICPA will be of benefit to Life Energy
and its shareholders."
Berkovits and Lago, LLP is a member in good standing of the AICPA
-- American Institute of Certified Public Accountants (AICPA
#10085188)
The AICPA has more than 330,000 members and the AICPA is the
national professional organization for all Certified Public
Accountants. Its mission is to provide members with the resources,
information, and leadership that enable them to provide valuable
services in the highest professional manner to benefit the public
as well as employers and clients. In fulfilling its mission, the
AICPA works with state CPA organizations and gives priority to
those areas where public reliance on CPA skills is most
significant.
The AICPA is responsible for establishing and enforcing a code of
professional conduct and auditing standards in the United States.
It is also responsible for establishing and administering quality
monitoring (or peer review) programs for CPA firms that perform
auditing and accounting services.
Life Energy is rapidly becoming a leader in the environmental
infrastructure and electricity co-generation markets. Life
Energy's unique proprietary technology, EcoTechnology(TM)(a),
generates electrical energy through a profitable and
environmentally safe process. The Biosphere Process(TM)(b) System,
a central part of Life Energy's EcoTechnology(TM), safely and
efficiently processes traditional and non-traditional waste
materials and/or traditional fuels into electricity and other
beneficial by-products. The Biosphere Process(TM) assists in
solving the global waste problem by converting into clean, green
electricity such waste materials as: Municipal Solid Waste (MSW),
agricultural wastes, forestry wastes, agricultural and industrial
effluents, medical wastes, industrial wastes, used tires, sewage
sludge, shale oil, sour natural gas and many other traditional and
non-traditional waste materials.
* * *
As reported in Troubled Company Reporter's July 25, 2003 edition,
Life Energy & Technology Holdings, Inc. announced intention to
spinout Health-Pak, Inc., a wholly owned subsidiary of Life
Energy.
Management of Health-Pak, Anthony Liberatore and Michael
Liberatore was retained as part of the new management team of
LETH.
During fiscal 1999, Health-Pak New York filed for protection under
the United States Bankruptcy Laws. This proceeding is still
pending.
As of July 17, 2003, Anthony and Michael Liberatore have resigned
as Officers of Life Energy & Technology Holdings, Inc. "in order
to avoid any conflicts that may arise."
During a Special Meeting of the Board of Directors of Life Energy
on July 22, 2003, it was resolved by majority to present a plan of
reorganization to the Bankruptcy court in New York. As part of the
reorganization, Health-Pak will be spun-out into its own public
entity and current shareholders of Life Energy & Technology
Holdings, Inc. will receive property dividends in the form of
stock in the new company. Final details of the transaction will be
announced at a future date.
LTV CORP: Court Okays VP Debtors' Liquidation Assistance Program
----------------------------------------------------------------
LTV Debtors VP Buildings, Inc., VP Graham, Inc., Varco Pruden
International, Inc., and United Panel, Inc., ask Judge Bodoh,
through Nicholas M. Miller, Esq., at Jones Day in Cleveland, to
let them implement a liquidation assistance program for 6 LTV
Steel Company employees who will provide substantial assistance to
the VP Debtors in developing, negotiating and confirming their
liquidating plan of reorganization.
The VP Liquidating Plan: September!
The Debtors announce they will be filing the VP Plan for the VP
Debtors' estates in September 2003. Heretofore the VP Debtors
have relief on LTV Steel to support the administration of their
chapter 11 estates since the sale of the VP Debtors' assets. The
VP Debtors must pursue the development of the VP Plan, but they
have no remaining management or staff with which to perform the
administrative functions required to develop, negotiate and
confirm the VP Plan. The Liquidation Employees have the
experience and knowledge necessary to manage and implement the
Plan Process for the VP Debtors.
The Liquidation Employees, however, are employees of LTV Steel
and, thus have obligations to devote their efforts to winding down
the LTV Steel estate. Nevertheless, because the VP Debtors lack
the personnel to manage the Plan Process, Debtor LTV Steel has
agreed to make available the services of the Liquidation Employees
to assist the VP Debtors with the Plan Process. With the general
agreement of both the Noteholders' Committee, which represents the
majority of the VP Debtors' claims (exclusive of the PBGC's
claims), and the Administrative Creditors Committee, the VP
Debtors will compensate the Liquidation Employees for their
expertise and for the substantial additional burdens that managing
the Plan Process will impose upon them.
The Liquidation Services
Specifically, the Liquidation Employees will be authorized to
perform, and the VP Debtors will be authorized to receive, among
others, the these services from the Liquidation Employees: claims
analysis and reconciliation; executory contract and unexpired
lease analysis; pension, tax and employee benefit analysis;
drafting, negotiation and review of the VP Plan and preparation of
the VP Plan, accompanying disclosure statement and related plan
documents; and any service reasonably related to the planning,
administration and implementation of the VP Plan. In performing
the Liquidation Services, the Liquidation Employees will have
access to, and may utilize, all remaining information and data of
the VP Debtors that may be necessary or appropriate for them to
perform the Liquidation Services. The VP Debtors will be
authorized to provide these resources to the Liquidation Employees
and will be authorized to provide confidential and proprietary
information to the Liquidation Employees, and the employees will
be obligated to take the same measures to maintain the
confidentiality of such information as are taken with respect to
LTV Steel's confidential information.
The Liquidation Assistance Program
The Liquidation Assistance Program recognizes the increase in
responsibilities to be shouldered by the Liquidation Employees
over the next several months in managing the Plan Process and
continuing to wind up the LTV Steel estate. The right of a
Liquidation Employee to receive payment under the Liquidation
Assistance Program will be conditioned upon that employee's
execution of an agreement in a form and substance acceptable to
LTV Steel and the VP Debtors. Each Program Agreement will provide
that, before any payment may be made under the Liquidation
Assistance Program, the employee will release and waive any and
all claims that he or she may have against any of the VP Debtors
or their respective estates by execution of a release and waiver
agreement.
Upon the execution of a Program Agreement, 5 Liquidation Employees
will be entitled to a payment of 50%, and 1 Liquidation Employee
will be entitled to a payment of 25%, of his or her current annual
base salary. Each Liquidation Employee will be entitled to payment
of:
(a) 100% of his or her respective Program Amount if, with
respect to the Liquidation Employee, any Liquidation
Employee Vesting Event occurs on or before December 31,
2003;
(b) 94% of his or her respective Program Amount if, with
respect to the Liquidation Employee, any Liquidation
Employee Vesting Event occurs on or before January
31, 2004;
(c) 88% of his or her respective Program Amount if, with
respect to the Liquidation Employee, any Liquidation
Employee Vesting Event occurs on or before February
29, 2004; or
(d) 83% of his or her respective Program Amount if, with
respect to the Liquidation Employee, a Liquidation
Employee Vesting Event does not occur before March 1,
2004.
The Liquidation Vesting Events
Payment of each of the Liquidation Employees' respective Program
Amounts will vest at the earliest occurrence of any of these
circumstances:
(a) confirmation of the VP Plan;
(b) involuntary termination at any time without cause;
(c) death;
(d) disability; or
(e) March 31, 2004;
but will be paid only upon the later to occur of:
(y) execution of a Release Agreement, and
(z) the date that one or more of the VP Debtors' estates
have sufficient funds to pay the Program Amounts. A
Liquidation Employee forfeits his or her entire
payment under the Liquidation Assistance Program if
he or she resigns prior to the occurrence of any of
the Liquidation Employee Vesting Events.
The Dollars
The estimated cost for the Liquidation Assistance Program is
$813,260.00, exclusive of all applicable payroll taxes. The
Program Amounts, plus all applicable payroll taxes, will be paid
by the VP Debtors. The Program Amounts shall be an allowed
superpriority administrative claim against each of the VP Debtors'
estates. Hence, the cost of the Liquidation Assistance Program,
plus all applicable payroll taxes, will be borne by the VP
Debtors' estates.
Approval of the Liquidation Assistance Program
The Liquidation Assistance Program is designed to meet the unique
needs of the VP Debtors in connection with the Plan Process. The
VP Debtors believe that in their present circumstances, approval
of the Liquidation Assistance Program is essential. The remaining
LTV Steel Liquidation Employees are crucial to the success of both
the winddown process and the Plan Process. The Noteholders'
Committee agrees with the VP Debtors' assessment of their present
circumstances, and it generally has approved the Liquidation
Assistance Program.
Not wanting to derail or delay the conclusion of any of these
chapter 11 cases, Judge Bodoh grants this Motion. (LTV Bankruptcy
News, Issue No. 53; Bankruptcy Creditors' Service, Inc., 609/392-
00900)
MARINER POST-ACUTE: Balks at Carematrix's Duplicative Claims
------------------------------------------------------------
Mariner Health Resources, Inc. and Prism Rehab Systems, Inc.
entered into a number of contracts with CareMatrix Corporation
and its related entities. Prism provided therapy services to
certain CareMatrix facilities while MH Resources provided
management and administrative services.
Before the Petition Date, the parties agreed to end their
business relationship and entered into two termination
agreements. The Termination Agreements were executed in December
1998, calling for payment to be made to the Debtors in January
1999. However, CareMatrix failed to pay the Debtors.
Subsequently, Prism and MH Resources commenced a civil action
before the Commonwealth of Massachusetts to recover amounts due
to them. The Complaint alleged counts for breach of contract,
unjust enrichment, breach of the implied covenant of good faith
and fair dealing and violation of Mass. Gen. L. ch. 93A.
In response, CareMatrix filed counterclaims, cross-claims and
third party claims. The action is now captioned, Mariner Health
Resources, Inc. and Prism Rehab Systems, Inc. v. CareMatrix
Corporation/CareMatrix, Inc., CCC of Maryland, Inc., CareMatrix
of Dedham, Inc., CareMatrix of Needham, Inc., CareMatrix of
Princeton (SNF), hic., CCC of New Jersey, Inc., and CareMatrix of
Palm Beach Gardens (SNF), Inc. v. Mariner Health Resources, Inc.,
Prism Rehab Services, Inc., and Mariner Post-Acute Network, Inc.,
Suffolk Superior Court, Civil Action No. 99-5076-B.
Before any judgment was obtained, some of the CareMatrix entities
filed for Chapter 11 protection. Consequently, the Massachusetts
State Court Action was stayed pursuant to Section 362 of the
Bankruptcy Code.
Etta R. Wolfe, Esq., at Richards, Layton & Finger, in Wilmington,
Delaware, relates that the rehabilitation services that Prism
provided but not paid for by CareMatrix are at the heart of the
Massachusetts State Court Action. The Prism Claims for services
provided to CareMatrix subtotaled $2,567,095:
Care Matrix Facility Claim Amount
-------------------- ------------
CareMatrix of Dedham, Inc. $407,585
CareMatrix of Princeton, Inc. 743,241
CCC of Maryland, Inc. 7,195
CareMatrix of Palm Beach Gardens 839,777
CarePlex of Homestead, Inc. 17,024
CareMatrix of Park Ridge 552,273
The Reorganized Debtors also have sought an award of multiple
damages pursuant to Mass. Gen. L. ch. 93a against CareMatrix,
because of the manner in which it refused to pay its obligations.
The amount of that potential treble damages award, $5,134,190,
would bring the total damages award against CareMatrix to
$7,701,285.
In its end, CareMatrix filed a number of identical claims against
the Debtors. CareMatrix filed identical Claim Nos. 5700 through
5706 against the MPAN Debtors and Claim Nos. 1890 through 1903
against the MHG Debtors. Claim Nos. 1890 to 1903 are also
identical to Claim Nos. 5700 through 5706. The Claims against
the MHG Reorganized Debtors relate to MH Resources and Prism.
Among other provisions, the Plan provides for the substantive
consolidation of MHG Debtors. Because of MHG's substantive
consolidation, Ms. Wolfe says, there is no need for a separate
claim against MH Resources and against Prism.
After due deliberation, the Court disallows CareMatrix Claim Nos.
1890, 1892, 1893, 1894, 1895, 1896 and 1897 in their entireties.
There is no basis to allow CareMatrix multiple recoveries against
the MHG Debtors.
The Court further lifts the automatic stay to continue the
Massachusetts State Action Litigation for the sole purpose of
liquidating each party's Claims, other than the Duplicative
Claims, and to determine if any sums are due to each party.
The Court also orders both Parties to file a notice of the
conclusion and results of the State Court Action within 30 days
the final judgment is entered. Until then, the Claims, other
than the disallowed duplicates, will be deemed to be Disputed
Claims under the Plan and will receive no distributions. (Mariner
Bankruptcy News, Issue No. 50; Bankruptcy Creditors' Service,
Inc., 609/392-0900)
MET-COIL SYSTEMS: First Creditors' Meeting Set for October 2
------------------------------------------------------------
The United States Trustee will convene a meeting of Met-Coil
Systems Corporation and its debtor-affiliates' creditors on
October 2, 2003, at 10:00 p.m., at the J. Caleb Boggs Federal
Building, 2nd Floor, Room 2112, 844 King Street in Wilmington,
Delaware. This is the first meeting of creditors required under
11 U.S.C. Sec. 341(a) in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
Headquartered in Westfield, Massachusetts, Met-Coil Systems
Corporation manufactures coil sheet metal processing equipment and
integrated systems for producing blanks from sheet metal coils.
The Company filed for chapter 11 protection on August 26, 2003
(Bankr. Del. Case No. 03-12676). James C. Carignan, Esq., and
Jason W. Harbour, Esq., at Morris Nichols Arsht & Tunnell
represent the Debtors in their restructuring efforts. When the
Company filed for protection from its creditors, it listed more
than $10 million in assets and more than $50 million in debts.
O-CEDAR HOLDINGS: Section 341(a) Meeting to Convene on Oct. 2
-------------------------------------------------------------
The United States Trustee will convene a meeting of O-Cedar
Holdings, Inc., and its debtor-affiliates' creditors on October 2,
2003, at 1:00 p.m., at the J. Caleb Boggs Federal Building, 2nd
Floor, Room 2112, 844 King Street in Wilmington, Delaware. This
is the first meeting of creditors required under 11 U.S.C. Sec.
341(a) in all bankruptcy cases.
All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
Headquartered in Springfield, Ohio, O-Cedar Holdings, Inc.,
through its debtor-affiliate, manufactures brooms, mops, and scrub
brushes for household and industrial use. The Company filed for
chapter 11 protection on August 25, 2003 (Bankr. Del. Case No. 03-
12667). John Henry Knight, Esq., at Richards, Layton & Finger,
P.A., and Adam C. Harris, Esq., at O'Melveny & Myers LLP represent
the Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed over $50 million in
both assets and debts.
PEREGRINE SYSTEMS: Delaware Court Fixes Admin. Claims Bar Date
--------------------------------------------------------------
The Plan of Reorganization for Peregrine Systems, Inc., and its
debtor-affiliate was declared effective on August 7, 2003.
Consequently, the U.S. Bankruptcy Court for the District of
Delaware enjoins administrative claim holders against the Debtors
to file their requests for payment no later than 60 days after the
Aug. 7 Effective Date or be forever barred from asserting their
claims.
Professionals' final fee applications, except in the case of
Purchaser Bank Professionals and the Indenture Trustee and its
retained Professionals, must submit their application for final
allowance of compensation and reimbursement of expenses within 45
days after the Effective Date.
Peregrine Systems, Inc., the leading global provider of
Infrastructure Management software, filed for chapter 11
protection on September 22, 2002 (Bankr. Del. Case No. 02-
12740). Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl
Young Jones & Weintraub represents the Debtors in their
restructuring efforts. When the Company filed for protection from
its creditors, it listed estimated debts and assets of more than
$100 million.
PETROLEUM GEO: Disclosure Statement Hearing Set for Sept. 10
------------------------------------------------------------
Petroleum Geo-Services ASA filed its proposed Plan of
Reorganization along with an accompanying Disclosure Statement
with the U.S. Bankruptcy Court for the Southern District of New
York on July 29, 2003.
A hearing to consider the adequacy of the Disclosure Statement
within the meaning of Section 1125 of the Bankruptcy Code will
convene before the Honorable Burton Lifland on September 10, 2003,
at 10:00 a.m. New York Time.
Objections, if any, to the Disclosure Statement must be in writing
and must contain suggestions to amend the Document in a manner
that will resolve the objections. Objections must be filed with
Bankruptcy Court before 4:00 p.m. today. Copies must also be
served on:
1. Counsel for the Debtor
Wilkie Farr and Gallagher
787 Seventh Avenue
New York, NY 10019-6099
Attn: Matthew A. Feldman, Esq.
Paul V. Shalhoub, Esq.
2. Petroleum Geo-Services ASA
PGS House
Strandveien 4
N-1366 Lysaker, Norway
Attn: Stale Gjengset
3. Counsel for the Ad Hoc Committee (to the extent
different than Counsel for the Creditors' Committee)
Bingham McCutchen LLP
One State Street
Hartford, Connecticut 06103
Attn: Anthony J. Smiths, Esq.
4. Office of the United States Trustee
33 Whitehall Street
21st Floor
New York, NY 10004
Attn: Brian Masumuto, Esq.
5. Counsel for the Creditors' Committee, if any
Petroleum Geo-Services ASA, headquartered in Lysaker, Norway is a
technology-based service provider that assists oil and gas
companies throughout the world. The Company filed for chapter 11
protection on July 29, 2003 (Bankr. S.D.N.Y. Case No. 03-14786).
Matthew Allen Feldman, Esq., at Willkie Farr & Gallagher
represents the Debtor in its restructuring efforts. As of May 31,
2003, the Debtor listed total assets of $3,686,621,000 and total
debts of $2,444,341,000.
PG&E NAT'L: Intends to Honor Amended Severance & Retention Plans
----------------------------------------------------------------
PG&E National Energy Group, Inc., PG&E Energy Trading Holdings
Corporation, PG&E Energy Trading - Gas Corporation, PG&E ET
Investments Corporation, PG&E Energy Trading - Power, L.P., and
USGen New England, Inc., jointly ask the Court for authority to
honor the severance and retention plans as amended.
Amended Severance Plan
Before the Petition Date, the NEG Debtors and USGen provided
their employees with an "unfunded" severance benefit plan, which
was recently amended to clarify the eligibility requirements.
The benefits provided under the Amended and Restated Power
Services Company Severance Pay Plan are the same as those in the
prepetition severance plan.
Employees eligible to participate in the Amended Severance Plan
include:
(a) regular, full time employees; and
(b) regular, part-time employees scheduled to work more than
20 hours per week, except if:
* an employee's terms and conditions of employment are
covered by a collective bargaining agreement;
* an employee has entered into a written agreement with
the NEG Debtors or USGen that provides for benefits upon
termination of employment; or
* an employee is or becomes eligible to participate in any
severance pay plan established by an employer or an
affiliate.
A "Participant", for purposes of the Amended Severance Plan, is
an Eligible Employee whose employment is terminated:
(i) without "Cause" and the termination is unrelated to a
"Change in Control" of the employer; or
(ii) without Cause in connection with a Change in Control of
the employer and the Eligible Employee does not receive
a "Qualifying Offer," except in certain circumstances,
where an employee will not be eligible for severance
payments.
To receive severance benefits, a Participant must sign an
agreement containing a release of all claims against the
employers or its affiliates.
The Amended Severance Plan is intended to be a welfare benefit
plan within the meaning of Section 3(1) of the Employee
Retirement Income Security Act of 1974, and to assist eligible
employees who are involuntarily terminated to make a transition
to new employment. Under the Amended Severance Plan, the NEG
Debtors' maximum liability is $12,300,000 and USGen's maximum
liability is $3,100,000, assuming all Eligible Employees are
terminated.
The NEG Debtors are in the process of winding down their energy
trading and marketing operations as part of their restructuring.
As such, the NEG Debtors anticipate severing 96 employees -- 41
of whom will be severed in the near term while the other 55
employees will be severed during the remainder of the wind down
period. In connection with the severance of the 96 employees,
the NEG Debtors will be liable for $3,425,000, while USGen does
not expect to owe any amount.
The Debtors note that the approval of the Amended Severance Plan
will provide:
(a) retention incentives for employees;
(b) boost employee morale; and
(c) help maximize the value of the NEG Debtors' and USGen's
estates.
Amended Retention Plan
In September 2002, NEG adopted the Management Retention/
Performance Award Program so it can retain and motivate quality
employees. Employees participating in the Retention Plan may
receive a retention bonus, which ranges from 25% to 100% of their
annual base salary. The Retention Bonuses are payable in two
installments -- the first installment was paid to Eligible
Employees either in January 2003, consisting of one-third of the
Retention Bonus, or in July 2003 consisting of one-half. Those
employees who received payment in January are scheduled to get
their remaining two-thirds of the bonus in October 2003, while
those who received payment in July 2003 are scheduled to have the
remaining half in December 2003.
In connection with their Chapter 11 case, the NEG Debtors and
USGen want to revise the Retention Plan to include these
principal changes:
(A) Postpone the payment of the retention bonus balance in to
motivate critical employees, excluding the most senior
executives, to remain during the reorganization process,
rather than paying the bonus in full in October 2003 or
December 2003;
(B) Increase the original bonus amount to compensate employees
for the additional period before the receipt of payment; and
(C) Add a limited number of employees to the Amended Retention
Plan and increase the amount of the bonus to be paid to
certain employees.
The Debtors estimate that the maximum total cost of the Amended
Retention Plan is $3,520,000, including an additional of
$1,600,000 -- consisting of $875,000 to be paid by the NEG
Debtors and $730,000 to be paid by USGen -- for two employees
added to the Amended Retention Plan and the increased amount to
be paid to certain employees.
To be eligible for Retention Bonuses under the Amended Retention
Plan, these criteria must be met:
(a) The employees must be critical to the ongoing operations
of the business and a successful reorganization; and
(b) The employees must have not been properly compensated or
have not received their full Retention Bonus under the
original Retention Plan.
Under the Amended Retention Plan, the remaining unpaid Retention
Bonuses and the additional retention incentives will be
distributed in accordance to a new schedule. To compensate for
the delayed payment of the Retention Amount, employees will
receive an additional Premium equal to:
-- 15% of the Retention Amount if the effective date of the
Reorganization Plan for the applicable Debtor or Debtor-
affiliate is on or before February 28, 2004; or
-- 25% of the Retention Amount if the Plan Payment Date occurs
after February 28, 2004.
The 15% Premium is not expected to exceed $535,000 while the 25%
Premium is not expected to exceed $890,000.
The NEG Debtors and USGen relate that the costs of the Amended
Severance Plan and the Amended Retention Plan are a relatively
small price to pay to preserve and enhance the value of their
estates in the current Chapter 11 environment. (PG&E National
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
609/392-0900)
PILLOWTEX: Continuing Use of Existing Cash Management Systems
-------------------------------------------------------------
Pillowtex Corporation and its debtor-affiliates seek the Court's
authority to continue utilizing their existing consolidated cash
management systems for themselves and their affiliate, Pillowtex
Canada, Inc., to provide well-established mechanisms for the
collection, concentration, management and disbursement of funds
used in their businesses.
The principal components of the Debtors' cash management systems
are:
A. Cash Collection
Virtually all cash are deposited into one of seven domestic
lockboxes. The cash in these lockboxes is transferred daily
to Congress Financial Corporation's Pillowtex Corporation
account at Wachovia Bank, N.A. to reduce the Debtors'
outstanding borrowings. Collection from customers of one or
more of the Debtors are received and processed through
regional lockboxes maintained at Philadelphia, Charlotte,
Dallas and Chicago, with an intercept site in Los Angeles.
The Debtors also collect funds at certain restaurants and
food service operations located at its factory locations for
the employees' benefit -- the Canteens. Funds from the
Canteens are deposited initially into an account maintained
with First Union in Charlotte. The same funds are then
transferred into the lockbox account at Charlotte, which is
itself swept every day by wire transfer under the agreement
between Congress and First Union.
Furthermore, the Debtors maintain 19 retail stores in various
states. Cash collections from retain customers at those
stores are deposited into one of the 19 local branch banks,
which are maintained by the Debtors to reduce the time and
distance needed to make customer deposits. The funds of
these accounts are transferred the next business day to a
regional concentration account maintained at First Union in
Charlotte, which is itself swept daily by wire transfers. In
addition, credit card purchases at the retail stores are
processed by Payment Tech Corporation, and the funds from
those transactions are deposited in an account at Mellon
Bank, N.A. and are transferred every Friday to Congress'
Pillowtex Account at Wachovia Bank, N.A.
B. Disbursements
The Debtors' disbursements are made primarily through various
disbursement accounts that are established to cover the
Debtors' different payment obligations, including payroll,
duty taxes, employee medical and dental payments and general
operating accounts for different companies. The Disbursement
Accounts are funded solely by the Main Operating Account
maintained at Bank of America in Dallas.
Almost all of the Disbursement Accounts are "controlled
disbursement accounts" that are funded through zero-balance
transfers from the Main Operating Accounts as checks are
presented for payment. The Debtors initiate wire transfers
from the Main Operating Account at Bank of America to the
respective Disbursement Accounts as needed, typically on a
daily basis.
The Main Operating Account is funded, typically on a daily
basis, by the Debtors' borrowings under their existing
revolving credit agreement with Congress. The Debtors
estimate the amount of funds needed to transfer to the
various Disbursement Accounts, wire transfers to be made that
day and any other banking transactions requiring cash. Then,
the Debtors notify Congress of the amount of funds that they
require and that amount is transferred to the Main Operating
Account by Congress.
C. Pillowtex Canada Accounts
Pillowtex Canada maintains its own cash management system.
Pillowtex Canada maintains a Canadian dollar system
consisting of lockbox accounts at The Bank of Nova Scotia
that are used for the collection of deposits received by its
customers. Pillowtex Canada maintains separate disbursement
accounts for payroll and accounts payable, both of which are
funded as needed from the Canadian Lockbox accounts.
When cash in the Canadian Lockbox accounts totals
CND$2,000,000, Nova Scotia will transfer up to $1,500,000 to
Congress's Pillowtex account at Wachovia Bank, N.A.
D. Petty Cash Accounts
Four petty cash checking accounts are maintained at certain
of the Debtors' manufacturing locations to provide
miscellaneous operating funds. The amount in each of these
accounts is nominal and less than $2,500.
William H. Sudell, Jr., Esq., at Morris, Nichols, Arsht &
Tunnell, in Wilmington, Delaware, asserts that it is essential
that the Court grant the Debtors' request because if the cash
management procedures are substantially disrupted, the Debtors'
efforts to preserve the value of their estates for the benefit of
their creditors will be severely hampered. Given the Debtors'
corporate and financial structure and the number of affiliated
entities participating in its cash management systems, it would
be difficult and unduly burdensome for the Debtors to establish
an entirely new system of accounts and a new cash management and
disbursement system for each separate legal entity. Furthermore,
the DIP Facility does not require any modification to the
existing centralized cash management systems.
According to Mr. Sudell, the cash management systems have been
utilized by the Debtors for the past three years and constitute
customary and essential business practices. The use of the
systems is attributable to the numerous benefits it provides,
including the ability to:
-- control and monitor corporate funds;
-- ensure cash availability; and
-- reduce administrative expenses by facilitating the movement
of funds and the development of timely and accurate account
balance and presentment information.
* * *
Judge Walsh authorizes the Debtors to utilize their existing Cash
Management System provided that the Debtors continue to maintain
strict records with respect to all transfers so that all
transactions may be adequately and promptly documented and
readily ascertained from their books and records. (Pillowtex
Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service,
Inc., 609/392-0900)
PROTARGA INC: Adelman Lavine Retained as Bankruptcy Attorneys
-------------------------------------------------------------
Protarga, Inc., is seeking permission from the U.S. Bankruptcy
Court for the District of Delaware to employ Adelman Lavine Gold
and Levin, PC as attorneys in its chapter 11 proceeding.
Adelman Lavine will provide its expertise with respect to
bankruptcy-related issues and will act as general bankruptcy
counsel for the Debtor. Adelman Lavine will also provide certain
other services in areas as to which it has expertise, including
certain general corporate and litigation matters.
Specifically, Adelman Lavine will:
a) provide legal advice with respect to the Debtor's powers
and duties as debtor-in-possession in the continued
operation of its business and management of its
property;
b) take necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on
behalf of the Debtor and the defense of actions
commenced against the Debtor;
c) prepare, present and respond to, on behalf of the
Debtor, necessary applications, motions, answers,
orders, reports and other legal papers in connection
with the administration of its estate;
d) negotiate and prepare, on the Debtor's behalf, plan(s)
of reorganization, disclosure statement(s), and all
related agreements and/or documents, and take any
necessary action on behalf of the Debtor to obtain
confirmation of such plan(s);
e) attend meetings and negotiations with representatives of
creditors and other parties in interest and advising and
consulting on the conduct of this case;
f) advising the Debtor with respect to bankruptcy law
aspects of any proposed sale or other disposition of
assets; and
g) perform any other legal services for the Debtor, in
connection with this chapter 11 case, except those
requiring specialized expertise which Adelman Lavine is
not qualified to render and for which special counsel
will be retained.
Adelman Lavine will charge the Debtor for its legal services on an
hourly basis in accordance with its ordinary and customary rates:
Shareholders $325 - $410 per hour
Associates $145 - $310 per hour
Legal Assistants $ 95 - $140 per hour
Protarga, Inc., headquartered in King of Prussia, Pennsylvania, is
a clinical stage pharmaceutical company that is developing
Targaceutical(R) drugs for new medical therapies. The Company
filed for chapter 11 protection on August 14, 2003 (Bankr. Del.
Case No. 03-12564). Raymond Howard Lemisch, Esq., at Adelman
Lavine Gold and Levin, PC represents the Debtor in its
restructuring efforts. When the Company filed for protection from
its creditors, it listed estimated assets of over $1 million and
estimated debts of over $10 million.
SHAW COMMS: Board of Direct. Declares Semi-Annual Share Dividend
----------------------------------------------------------------
Shaw Communications Inc.'s Board of Directors has declared a semi-
annual dividend of $0.03 per Class A Participating Share or Class
B Non-Voting Participating Share payable September 30, 2003 to all
holders of record at the close of business on September 15, 2003.
Shaw Communications Inc. (S&P/BB+ Corporate Credit Rating/Stable}
is a diversified Canadian communications company whose core
business is providing broadband cable television, Internet and
satellite direct-to-home services to approximately 2.9 million
customers. Shaw is traded on the Toronto and New York stock
exchanges and is included in the S&P/TSX 60 index. (Symbol: TSX -
SJR.B, NYSE - SJR).
SHAW COMMS: Will Make Interest Distribution on 8.875% Preferreds
----------------------------------------------------------------
Notice is hereby given that an interest distribution of 55.469
cents per security on Shaw Communications Inc. 8.875% Canadian
preferred securities due September 28, 2049, will be paid
September 30, 2003, to holders of record at the close of business
on September 15, 2003.
The interest distribution on the preferred securities will be
treated as interest income for tax purposes.
Shaw Communications Inc. (S&P/BB+ Corporate Credit Rating/Stable}
is a diversified Canadian communications company whose core
business is providing broadband cable television, Internet and
satellite direct-to-home services to approximately 2.9 million
customers. Shaw is traded on the Toronto and New York stock
exchanges and is included in the S&P/TSX 60 index. (Symbol: TSX -
SJR.B, NYSE - SJR).
SIEBEL: Inks Multiyear Softwear Dev't Pact with Sun Microsystems
----------------------------------------------------------------
Sun Microsystems and Siebel Systems, Inc. (Nasdaq:SEBL) announced
a multifaceted software development agreement to enhance the
performance of Siebel eBusiness Applications running on the
Solaris(TM) Operating Environment and selected Sun ONE software
products.
The agreement underscores the companies' increased commitment to
collaborative product development, testing, support and
integration of Siebel eBusiness Applications with Sun ONE
software. Siebel eBusiness Applications, which help organizations
maximize the value of every customer interaction and drive
superior corporate performance, and Sun ONE software -- Sun's
open, integratable software platform enabling the development and
delivery of Java(TM) Web services -- will work together to deliver
greater stability, faster deployment and lower implementation
costs for customers.
"Many of our customers rely on Siebel applications and Sun
infrastructure to make their companies more customer-centric and
competitive," said Thomas M. Siebel, Chairman and Chief Executive
Officer of Siebel Systems. "With this software development
agreement, we'll be able to ensure that customers integrating
best-of-breed applications from Sun and Siebel realize the
quickest possible return on their investment."
"The message here is all about Sun and Siebel making sure that
customers can rely on superior products and services that are
highly available and integrated to reduce cost and complexity,"
said Scott McNealy, Chairman, President and CEO of Sun
Microsystems. "Customers don't have to spend time integrating Sun
ONE software with Siebel eBusiness Applications -- we've done it
for them -- and more, with an added level of security and service
like no one else."
The multiyear software integration and collaboration agreement
includes Siebel Systems' support for the new Sun Cluster 3.0 High
Availability Agent, which helps Siebel customers achieve higher
levels of application availability through faster recovery time,
improved stand-by database capabilities, and simplified management
with the SunPlex(TM) environment -- while also significantly
reducing overall deployment and service level costs.
Additional features of the agreement include Siebel Systems'
validation of the Sun ONE Identity Server 6.0 with Siebel 7.5 to
help enable better integration and secure access to Web-based
resources. Sun and Siebel are also working to validate Sun ONE
Portal Server 6.0 with Siebel Employee Relationship Management
(ERM) 7.5, which helps companies improve corporate performance by
enabling consistent execution of corporate strategy and decreasing
operating costs across the enterprise.
Rounding out the agreement is Siebel Systems' support for the Sun
ONE Web Server, Sun ONE Directory Server, and Sun ONE Messaging
Server.
Today's announcement is part of a rich history of advancements
between the two companies aimed at providing outstanding customer
value and quality engineering. After a successful three-year
business relationship, Siebel Systems and Sun Microsystems
expanded their joint market presence by entering into a global
strategic alliance in 2001. This alliance represents strengthened
commitments by both companies for mutual solution development and
technology initiatives, global marketing campaigns and regional
sales engagement for optimal customer satisfaction. In addition,
Siebel Systems is a Premium Member of the Sun Vendor Integration
Program, which allows for service call facilitation between both
companies to provide a single point of support for customers who
deploy Siebel eBusiness Applications on the Solaris(TM) Operating
System.
For more information on the Siebel Systems-Sun Microsystems global
strategic alliance, please visit the alliance Web site at
http://www.sun-siebel.com
Since its inception in 1982, a singular vision -- "The Network Is
The Computer(TM)" -- has propelled Sun Microsystems, Inc.
(Nasdaq:SUNW) to its position as a leading provider of industrial-
strength hardware, software and services that make the Net work.
Sun can be found in more than 100 countries and on the World Wide
Web at http://www.sun.com/
Siebel Systems, Inc. (Nasdaq:SEBL) (S&P, BB Corporate Credit and
B+ Subordinated Ratings), is a leading provider of eBusiness
applications software, enabling corporations to sell to, market
to, and serve customers across multiple channels and
lines of business. With more than 3,500 customer deployments
worldwide, Siebel Systems provides organizations with a proven
set of industry-specific best practices, CRM applications, and
business processes, empowering them to consistently deliver
superior customer experiences and establish more profitable
customer relationships. Siebel Systems' sales and service
facilities are located in more than 28 countries.
TELEVIDEO INC: Terminates Merger Agreement with Homebound
---------------------------------------------------------
TeleVideo, Inc. (OTCBB:TELV.OB), a developer and manufacturer of
thin client hardware and software, reported that the Board of
Directors of TeleVideo has terminated its previously announced
going-private transaction and merger agreement with Homebound
Acquisition, Inc., a Delaware corporation controlled by Dr. K.
Philip Hwang (TeleVideo's Chief Executive Officer, Chairman of the
Board, and majority stockholder).
Under the terms of the merger, Homebound Acquisition, Inc. was to
pay approximately $280,000 for all the outstanding shares of
TeleVideo's common stock (other than those shares beneficially
owned by Dr. K. Philip Hwang and treasury shares).
Dr. Hwang said, "While the transaction is not going to be
consummated, the Board of Directors feels that prospects are
improving somewhat over the period since the time the agreements
were negotiated. With increased revenues and the Company's signing
of two non-binding memorandums of understanding for strategic
relationships with Asian electronics companies, the Board feels
that the transaction is no longer in the best interest of the
shareholders."
Dr. Robert Larson, a director of TeleVideo, noted that "In spite
of challenges related to the economy as a whole and sometimes
difficult financial performance in recent years, we remain
optimistic about TeleVideo's future. We will continue to do our
utmost to seek to maximize shareholder value by improving the
TeleVideo business worldwide."
TeleVideo will incur no extraordinary fees nor will it be
obligated to make any payments to Homebound as a result of the
termination of the merger agreement.
A pioneering Silicon Valley company, TeleVideo, Inc.
(OTCBB:TELV.OB) -- whose April 30, 2003 balance sheet shows a
total shareholders' equity deficit of about $3 million -- began in
1975 as the innovator and market leader of smart text terminals.
Today, TeleVideo continues to be innovative by developing Windows-
Based Thin Client hardware and software solutions for corporate
and vertical IT professionals and end-users. TeleVideo's family of
TeleCLIENT products allows for secured, manageable and cost-
effective network computing. For more information, visit
http://www.televideo.com
TRENWICK AMERICA: Turns to Greenhill & Co. for Financial Advice
---------------------------------------------------------------
Trenwick America Corporation and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ and retain Greenhill & Co., Inc., as their
Financial Advisor to perform certain necessary financial services
during the insurer's Chapter 11 Cases.
The Debtors submit that Greenhill is well qualified to serve as
their financial advisor. Greenhill is a leading corporate finance
investment bank and has provided financial advice to numerous
major corporate entities and investors worldwide. Moreover,
Greenhill has substantial expertise and experience in advising
financially distressed business entities, including but not
limited to those in the insurance industry, in connection with
mergers and acquisitions, debt restructurings and related issues.
Greenhill is also very familiar with the Debtors' businesses and
financial affairs and, as a consequence, its engagement will
facilitate the provision of the services required by the Debtors
in these Chapter 11 Cases.
In this engagement, the Debtors expect Greenhill to:
a) to the extent the Debtors deem necessary, appropriate
and feasible, review and analyze the businesses,
operations, properties, financial conditions and
prospects of the Debtors;
b) evaluate the Debtors' debt capacities in light of their
projected cash flows;
c) determine an appropriate capital structure for the
Debtors;
d) determine a range of values for the Debtors on a going
concern basis;
e) advise and attend meetings of the Debtors' Boards of
Directors and Committees; and
f) advise and assist the Debtors in structuring and
effecting the financial aspects of a restructuring,
including:
i) providing financial advice and assistance to the
Debtors in developing and seeking approval of a
restructuring plan;
ii) providing financial advice and assistance to the
Debtors in structuring any new securities or other
consideration to be issued and/or offered under the
Plan;
iii) assisting the Debtors and/or participating in
negotiations with entities or groups affected by
the Plan; and
iv) assisting the Debtors in preparing documentation
within Greenhill's area of expertise required in
connection with the Plan.
Timothy Dwyer, Managing Director of Greenhill, assures the Court
that his firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.
In exchange for its services, Greenhill will be paid:
a) a monthly advisory fee of $175,000 payable on the 15th
of each month;
b) $1 million restructuring transaction fee payable upon
the consummation of a plan of reorganization; and
c) monthly reimbursement for all reasonable out-of-pocket
expenses incurred.
Trenwick America Corporation, headquartered in Stamford,
Connecticut, is a holding company for operating insurance
companies in the U.S. The Company filed for chapter 11 protection
on August 20, 2003 (Bankr. Del. Case No. 03-12635). Christopher
S. Sontchi, Esq., and William Pierce Bowden, Esq., at Ashby &
Geddes and Benjamin Hoch, Esq., with Irena Goldstein, Esq., and
Carey D. Schreiber, Esq., at Dewey Ballantine LLP represent the
Debtors in their restructuring efforts. As of June 30, 2003, the
Debtor listed approximate assets of $400,000,000 and debts of
$293,000,000.
US AIRWAYS: Resolves Claims Dispute with Diamond Lease
------------------------------------------------------
Jaime M. Crowe, Esq., at White & Case, tells U.S. Bankruptcy Court
Judge Mitchell that on October 31, 2002, Diamond Lease (USA),
Inc., filed Proof of Claim No. 3053, asserting a partially secured
and partially unsecured claim for $25,394,152, plus other
unliquidated amounts, relating to a Boeing 737-400 aircraft with
Registration Number N430US. Also, on November 1, 2002, Wilmington
Trust Company, as Indenture/Security Trustee, filed Proof of Claim
No. 4011, which included $18,370,482 in claims relating to Tail
No. N430US. On January 24, 2003, the Reorganized US Airways
Debtors objected.
Diamond Lease, Wilmington Trust and the Debtors agree to a
mutually acceptable Stipulation providing that Claim No. 3053 is
reduced and allowed as a general unsecured Class USAI-7 claim for
$13,531,006. Any and all other claims on this matter are
disallowed. Claim No. 4011 is partially withdrawn. The Trustee's
other general unsecured claims relating to Tail No. N430US are
disallowed. (US Airways Bankruptcy News, Issue No. 37; Bankruptcy
Creditors' Service, Inc., 609/392-0900)
US FLOW: Court Approves Kaye Scholer's Engagement as Attorneys
--------------------------------------------------------------
US Flow Corporation and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the Western District
of Michigan to retain and employ Kaye Scholer LLC as counsel.
The Debtors are also seeking to employ Wardrop & Wardrop, P.C. as
co-counsel in these cases. The Debtors submit that it is necessary
and efficient for Debtors to employ co-counsel and that the two
firms will make every effort to avoid or minimize duplication of
services in these cases.
In its capacity as counsel, Kaye Scholer will:
a. advise Debtors of their rights, powers, and duties as
debtors and debtors in possession;
b. take all necessary action to protect and preserve the
estates of Debtors, including the prosecution of actions
on Debtors' behalf, the defense of actions commenced
against Debtors, the negotiation of disputes in which
Debtors are involved, and the preparation of objections
to claims filed against the estates;
c. assist in preparing on behalf of Debtors all necessary
motions, applications, answers, orders, reports, and
papers in connection with the administration of Debtors'
estates;
d. assist in presenting on behalf of Debtors the proposed
plan of reorganization and all related transactions and
any related revisions, amendments, etc.; and
e. perform such other legal services in connection with
these chapter 11 cases as may be requested by Debtors
from time to time.
Kaye Scholer's hourly rates range from:
Partners $445 to $725 per hour
Counsel $430 to $525 per hour
Associates $205 to $465 per hour
Paraprofessionals $100 to $185 per hour
The attorneys designated to represent the Debtors and their
current standard hourly rates are:
Michael S. Solow $650 per hour
D. Tyler Numberg $465 per hour
Nicholas J. Cremona $405 per hour
Headquartered in Grand Rapids, Michigan, US Flow Corporation filed
for chapter 11 protection on August 12, 2003 (Bankr. W.D. Mich.
Case No. 03-09863). Robert F. Wardrop, II, Esq., at Wardrop &
Wardrop, P.C., represent the Debtors in their restructuring
efforts. When the Company filed for protection from its
creditors, it listed $69,056,000 in total assets and $123,461,000
in total debts.
WEIRTON STEEL: Appointment of Sec. 1114 Retirees' Committee OK'd
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of West
Virginia, overseeing Weirton Steel Corporation's Chapter 11 case,
approves the appointment of these individuals to the Retiree
Committee pursuant to Section 1114 of the Bankruptcy Code:
A. John Hatala
Mr. Hatala retired from Weirton on March 1, 2002 as a
supervisor of administrative services for Weirton's tin/sheet
mill.
B. Gloria Mongelluzo
Ms. Mongelluzo was employed at Weirton for approximately 30
years in various secretarial and support positions. Ms.
Mongelluzo's last position at Weirton was as Executive
Secretary to the Vice President of Sales and Marketing.
C. Stanley Gaston
Mr. Gaston was employed at Weirton for approximately 43 years
in various capacities, including as an hourly employee and as
an industrial engineer. Mr. Gaston's last position at Weirton
was as Senior Industrial Relations Representative.
D. Alan Gould
Mr. Gould was employed at Weirton for approximately 38 years
in various capacities, including as a Mettalurgical
Technician, a General Foreman in the Mold Prep and Slag Yard,
the Manager - Quality Work Life, and Manager of Special
Projects. Mr. Gaston's last position at Weirton was as
Manager - Trucking, Mobile Equipment & Garage.
E. George Lacik
Mr. Lacik was employed at Weirton for approximately 42 years
in various capacities, including as a laborer in the Mason
Department and as Manager of Cost Analysis. Mr. Lacik's last
position at Weirton was as Assistant Controller - Operations.
(Weirton Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 609/392-0900)
WORLDCOM INC: Court Approves $18 Million Digex Acquisition Pact
---------------------------------------------------------------
As previously reported, Worldcom reported that to effectuate the
acquisition of Digex, on July 23, 2003, WorldCom and Hewlett
Packard entered into a Stock Purchase Agreement pursuant to which
WorldCom will acquire the outstanding shares of Digex Preferred
Stock for $11,000,000. WorldCom is also poised to undertake these
steps:
-- WorldCom will commence a tender offer to acquire all of the
outstanding Digex Publicly Traded Shares not owned by
WorldCom, Intermedia, or Intermedia Investment for $0.70
per share. The consummation of the Tender Offer is
conditioned on WorldCom's receiving valid tenders of a
sufficient number of the Publicly Traded Shares such that,
after purchase of the shares pursuant to the Tender Offer,
WorldCom, Intermedia, and Intermedia Investment would own
at least 90% of the outstanding shares of Class A Common
Stock on an as-converted basis. "On an as-converted basis"
means the percentage of shares of the Class A Common Stock
that WorldCom, Intermedia and Intermedia Investment would
own after the conversion of their Class B Common Stock
shares and the Preferred Stock shares they propose to
purchase under the Stock Purchase Agreement into Class A
Common Stock shares. WorldCom believes that there are
25,519,461 shares of Class A Common Stock outstanding.
WorldCom needs to acquire 18,959,416, or 74.3%, of the
outstanding shares to meet the Minimum Condition;
-- Upon acquisition of a sufficient number of Publicly Traded
Shares as part of the Tender Offer to meet the Minimum
Condition, WorldCom will merge Digex with Intermedia
Investment in a short-form merger pursuant to the
provisions of Section 253 of the Delaware General
Corporation Law. As part of the Merger, WorldCom will
cause to be paid to the remaining holders of Class A Common
Stock shares -- other than WorldCom, Intermedia or
Intermedia Investment -- for such shares:
(i) the same consideration for their shares as paid to
the holders of Class A Common Stock who tendered
their shares in the Tender Offer; or
(ii) for those holders that exercise appraisal rights in
respect of such shares pursuant to Delaware General
Corporate Law Section 262, the fair value of their
shares; and
-- After the consummation of the Tender Offer and the Merger,
WorldCom will have an administrative claim against
Intermedia and its subsidiaries equal to the sum of:
(i) the purchase price of the Preferred Stock;
(ii) the purchase price for the Publicly Traded Shares,
whether acquired pursuant to the Tender Offer or
otherwise; and
(iii) any other related costs.
To the extent the Debtors' proposed reorganization plan is
confirmed by the Court, upon confirmation, the
Administrative Claim will be deemed satisfied.
Thus, the U.S. Bankruptcy Court approved the Stock Purchase
Agreement and authorized WorldCom to commence and consummate the
Tender Offer, and to the extent necessary, implement the Merger.
The Debtors also want authority to pay for the Digex shares
pursuant to the Stock Purchase Agreement, the Tender Offer, and
the Merger, and other related costs.
Digex is a leading provider of managed hosting services. Digex
services include server management, application support, managed
networking services, and customer care and support services.
Digex also offers value-added information technology services,
like enhanced security services, database services, high-
availability services, application optimization services, stress-
testing services, and consulting services. As part of these
services, Digex provides for installation and maintenance of
computer hardware and software, network technology, and systems
management to offer its customers a broad range of managed hosting
solutions. (Worldcom Bankruptcy News, Issue No. 35; Bankruptcy
Creditors' Service, Inc., 609/392-0900)
W.R. GRACE: Court Allows Increase in ZAI Science Trial Budget
-------------------------------------------------------------
Through May 2003, the W.R. Grace Debtors have incurred attorney's
fees of approximately $1.5 million, and expenses of approximately
$261,000 in the ZAI science trial, not including substantial
expert witness fees incurred, but not paid, in May.
Through March 2003, the ZAI Claimants have incurred attorney's
fees of approximately $1.49 million and expenses of approximately
$400,000. Significant bills for the recently completed expert
depositions are not included in these figures.
Judge Fitzgerald approves a $950,000 increase for each side.
(W.R. Grace Bankruptcy News, Issue No. 45; Bankruptcy Creditors'
Service, Inc., 609/392-0900)
* Richard Marshall Joins Cadwalader's London Office as Partner
--------------------------------------------------------------
Richard Marshall, a former Projects and Corporate partner in the
Sydney office of Mallesons Stephen Jaques, has joined Cadwalader,
Wickersham & Taft LLP as a partner in the Projects Group, which
forms part of the firm's Banking & Finance Department, resident in
the London office.
Mr. Marshall advises on large projects, with particular emphasis
on the coal industry and natural resources sector. He also has
extensive experience in general corporate advice, mergers and
acquisitions, financings, restructurings and equity issues.
In this past year, Mr. Marshall has advised Glencore International
AG with respect to its bondholder renegotiations for the Anaconda
Nickel Project in Western Australia and Xstrata plc in its equity
and debt raisings and its acquisition of MIM Holdings Limited.
"Richard is an accomplished lawyer with an outstanding reputation.
He is known for his hard work and dedication to his clients,
qualities that have helped him become one of Australia's pre-
eminent natural resources practitioners. His credentials and
talent are a good fit not only with the growth we anticipate in
the London office but throughout Europe," said Robert O. Link,
Jr., Cadwalader's Chairman.
"Richard has been involved in some of the world's largest natural
resources transactions. His expertise in the mining industry in
Australia complements and provides depth to our London office
project finance group. His corporate expertise adds diversity to
the office's general corporate practice," said Andrew Wilkinson,
Managing Partner of Cadwalader's London office.
"I look forward very much to joining Cadwalader's projects group.
The group has a strong team of lawyers which, after only a short
period of time, has developed a sound reputation and the
capability to handle the largest and most complex project and
project finance transactions in a number of jurisdictions around
the world," said Mr. Marshall.
Cadwalader's London office continues to focus on the firm's core
competencies - capital markets, financial restructuring, banking
and project finance, and litigation - each of which is strong and
growing. Since opening in 1997, the office has increased in size
threefold and now employs more than 70 attorneys. In May 2002, the
firm reaffirmed its commitment to the city and the European
markets by relocating its offices to state-of-the-art facilities
at 265 Strand, doubling the previous UK office capacity of
Cadwalader.
Mr. Marshall joined the Sydney office of Mallesons Stephen Jaques
as a solicitor in 1979 and became a partner in 1984. During his
tenure at Mallesons Stephen Jaques, he has worked in their New
York office for a year and also seconded to Fulbright & Jaworski
in Houston. He is admitted as a Solicitor in England and Wales as
well as in various States and Territories in Australia. He was
educated at Radley College in Oxford, England and qualified
through articles and attendance at the English College of Law. He
is a past president and current member of the Inter-Pacific Bar
Association and an officer on the Mining Committee of the Section
of Energy and Natural Resources of the International Bar
Association.
Cadwalader, Wickersham & Taft LLP, established in 1792, is one of
the world's leading international law firms, with offices in New
York, Charlotte, Washington and London. Cadwalader serves a
diverse client base, including many of the world's top financial
institutions, undertaking business in more than 50 countries in
six continents. The firm offers legal expertise in securitization,
structured finance, mergers and acquisitions, corporate finance,
real estate, environmental, insolvency, litigation, health care,
banking, project finance, insurance and reinsurance, tax, and
private client matters. More information about Cadwalader can be
found at http://www.cadwalader.com
* Meetings, Conferences and Seminars
------------------------------------
September 12, 2003
AMERICAN BANKRUPTCY INSTITUTE
ABI/GULC "Views from the Bench"
Georgetown Univ. Law Center, Washington, DC
Contact: 1-703-739-0800 or http://www.abiworld.org
September 18-21, 2003
AMERICAN BANKRUPTCY INSTITUTE
Southwest Bankruptcy Conference
The Venetian, Las Vegas, NV
Contact: 1-703-739-0800 or http://www.abiworld.org
October 2-3, 2003
EUROFORUM INTERNATIONAL
European Securitisation
Hilton London Green Park
Contact: http://www.euro-legal.co.uk
October 8-11, 2003
TURNAROUND MANAGEMENT ASSOCIATION
15th Anniversary Convention
Hyatt Regency, San Francisco, CA
Contact: 312-578-6900 or www.turnaround.org
October 10 and 11, 2003
AMERICAN BANKRUPTCY INSTITUTE
Symposium on 25th Anniversary of the Bankruptcy Code
Georgetown Univ. Law Center, Washington, DC
Contact: 1-703-739-0800 or http://www.abiworld.org
October 15-18, 2003
NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
Seventy Sixth Annual Meeting
San Diego, CA
Contact: http://www.ncbj.org/
October 15-16, 2003
EUROLEGAL
Commercial Loan Workouts
Contact: +44-20-7878-6897 or liu@ef-international.co.uk
October 16-17, 2003
EUROFORUM INTERNATIONAL
Russian Corporate Bonds
Renaissance Hotel, Moscow
Contact: http://www.ef-international.co.uk
November 4-5, 2003
EUROFORUM INTERNATIONAL
The Art and Science of Russian M&A
Ararat Park Hyatt Hotel, Moscow
Contact: +44-20-7878-6897 or
liu@ef-international.co.uk
November 12-14, 2003
AMERICAN BANKRUPTCY INSTITUTE
Litigation Skills Symposium
Emory University, Atlanta, GA
Contact: 1-703-739-0800 or http://www.abiworld.org
December 1-2, 2003
RENAISSANCE AMERICAN MANAGEMENT, INC.
Distressed Investing
The Plaza Hotel, New York City, NY
Contact: 800-726-2524 or
http://renaissanceamerican.com
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
February 5-7, 2004
AMERICAN BANKRUPTCY INSTITUTE
Rocky Mountain Bankruptcy Conference
Westin Tabor Center, Denver, CO
Contact: 1-703-739-0800 or http://www.abiworld.org
March 5, 2004
AMERICAN BANKRUPTCY INSTITUTE
Bankruptcy Battleground West
The Century Plaza, Los Angeles, CA
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
April 29-May 1, 2004
ALI-ABA
Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
Drafting, Securities, and Bankruptcy
Fairmont Hotel, New Orleans
Contact: 1-800-CLE-NEWS or http://www.ali-aba.org
May 3, 2004
AMERICAN BANKRUPTCY INSTITUTE
New York City Bankruptcy Conference
Millennium Broadway Conference Center, New York, NY
Contact: 1-703-739-0800 or http://www.abiworld.org
June 2-5, 2004
AMERICAN BANKRUPTCY INSTITUTE
Central States Bankruptcy Workshop
Grand Traverse Resort, Traverse City, MI
Contact: 1-703-739-0800 or http://www.abiworld.org
June 24-26,2004
AMERICAN BANKRUPTCY INSTITUTE
Hawaii Bankruptcy Workshop
Hyatt Regency Kauai, Kauai, Hawaii
Contact: 1-703-739-0800 or http://www.abiworld.org
July 15-18, 2004
AMERICAN BANKRUPTCY INSTITUTE
The Mount Washington Hotel
Bretton Woods, NH
Contact: 1-703-739-0800 or http://www.abiworld.org
July 28-31, 2004
AMERICAN BANKRUPTCY INSTITUTE
Southeast Bankruptcy Workshop
The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
Contact: 1-703-739-0800 or http://www.abiworld.org
September 18-21, 2004
AMERICAN BANKRUPTCY INSTITUTE
Southwest Bankruptcy Conference
The Bellagio, Las Vegas, NV
Contact: 1-703-739-0800 or http://www.abiworld.org
October 10-13, 2003
NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
Seventy Seventh Annual Meeting
Nashville, TN
Contact: http://www.ncbj.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
April 28- May 1, 2005
AMERICAN BANKRUPTCY INSTITUTE
Annual Spring Meeting
J.W. Marriot, Washington, DC
Contact: 1-703-739-0800 or http://www.abiworld.org
July 14 -17, 2005
AMERICAN BANKRUPTCY INSTITUTE
Ocean Edge Resort, Brewster, MA
Contact: 1-703-739-0800 or http://www.abiworld.org
July 27- 30, 2005
AMERICAN BANKRUPTCY INSTITUTE
Southeast Bankruptcy Workshop
Kiawah Island Resort and Spa, Kiawah Island, SC
Contact: 1-703-739-0800 or http://www.abiworld.org
November 2-5, 2005
NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
Seventy Eighth Annual Meeting
San Antonio, TX
Contact: http://www.ncbj.org/
December 1-3, 2005
AMERICAN BANKRUPTCY INSTITUTE
Winter Leadership Conference
Hyatt Grand Champions Resort, Indian Wells, CA
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.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
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.
Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.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, Donnabel C. Salcedo, Ronald P. Villavelez and Peter A.
Chapman, Editors.
Copyright 2003. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each. For subscription information, contact Christopher
Beard at 240/629-3300.
*** End of Transmission ***