/raid1/www/Hosts/bankrupt/TCR_Public/031111.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, November 11, 2003, Vol. 7, No. 223
Headlines
ACTERNA: Court OKs Stipulation Assuming Milestone Property Lease
ACTUANT: Selling Additional $25MM of 2% Convertible Debentures
ADELPHIA BUSINESS: Wins Nod to Tap Innisfree as Tabulation Agent
AHOLD USA: Initiates Plan to Rebuild Value of Global Operations
AHOLD: S&P Sees Positive Implications Following Refinancing
AIR CANADA: Board Picks Victor T.K. Li as Equity Plan Sponsor
AIRTRAN HOLDINGS: Will Present at JPMorgan Conference Today
AMERCO: Reaches $550MM Exit Financing Agreement with Wells Fargo
AMERCO: Enters Agreements to Sell Four Real Estate Properties
AMERICAN COLOR: S&P Affirms Ratings & Revises Outlook to Stable
AMERICAN MODERN METALS: Case Summary & Largest Unsec. Creditors
ARMSTRONG: Court OKs Fees to Obtain $300 Million Exit Facility
ARROW AUTOMOTIVE: Trustee Prepares to Pay 50% on Chapter 11 Claims
ATA HOLDINGS: Extends Exchange Offers for 10.5% and 9-5/8% Notes
BALTIMORE MARINE: Assets Sold at Wednesday Auction for $11.25MM
BEVSYSTEMS INT'L: Life O2 November Sales Exceed Expectations
CABLE & WIRELESS: Resolves Patent Infringement Suits with Akamai
CADKEY CORP: Kubotek Pitches Highest Bid for CADKEY's Assets
CALPINE: Proposed $600M Sr. Unsec. Notes Get S&P's Junk Rating
COLLINS & AIKMAN: Initiates Strategy for New Business
CONSOL ENERGY: James E. Altmeyer Sr. Named to Board of Directors
CYTOMEDIX INC.: Arkansas Court Will Handle Bennett Litigation
DALLAS MINNESOTA: Case Summary & 20 Largest Unsecured Creditors
DIGITAL FUSION: Sept. 30 Working Capital Deficit Widens to $200K
DII IND.: Halliburton Extends Debt Exchange Offer for Debentures
ENRON CORP: Will Auction-Off Sithe Assets on November 18, 2003
EXABYTE CORP: Sept. 27 Net Capital Deficit Widens to $23 Million
EZENIA! INC: Sept. 30 Net Capital Deficit Narrows to $10,000
FAIRCHILD CORP: Red Ink Continued to Flow in September Quarter
FAO INC: Liquidity Inadequate to Operate Business in November
FEDERAL-MOGUL: Asbestos Committee Wind Nod to Hire Anderson Kill
FLEMING COMPANIES: Intends to Cancel Life Insurance Policies
FOSTER WHEELER: NYSE Will Delist Shares Effective Friday
GENUITY INC: Liquidating Trust Oversight Committee Members Named
GIANT INDUSTRIES: Will Host Third-Quarter Conference Call Today
GLOBAL CROSSING: Changes Subsidiary to Issue Sr. Secured Notes
H.C. CO. INC: Ch. 11 Case Summary & Largest Unsecured Creditors
HORIZON GROUP: Completes Second Loan Restructuring Transaction
HORIZON GROUP: Extends Odd Lot Share Repurchase Until Thursday
HUDSON TECHNOLOGIES: Look for Third-Quarter Results Thursday
INDYMAC ABS: Fitch Takes Rating Actions on 2 Home Equity Issues
INTERNET SERVICES: Panel Turns to Weiser for Financial Advice
ION NETWORKS: Marcum & Kliegman Replaces Deloitte as Accountants
JAMES CABLE: Court to Consider Joint Plan on November 25, 2003
KAISER: Wants to Keep Plan-Filing Exclusivity Until February 29
KANSAS CITY SOUTHERN: Declares Quarterly Preferred Dividend
KANSAS CITY SOUTHERN: Zacks Highlights Stock with Rank #4 Rating
KEY COMPONENTS: Reports Slight Decline in Third-Quarter Results
LIN TV: Will Present at JP Morgan Small Cap Conference Tomorrow
LTV CORP: Copperweld Settles Claims Dispute with Portland Tube
MAGELLAN HEALTH: Names Cooney Chief Branding and Comms. Officer
MARINER: Has Until Friday to Challenge Sun Healthcare Claims
MET-COIL SYSTEMS: Court Fixes Nov. 14, 2003 as Claims Bar Date
METROPOLITAN ASSET: Fitch Cuts Ratings on Classes B1 & B2 to BB/C
MILLAR WESTERN: $175 Million Senior Unsecured Notes Rated at B+
MIRANT: Court Names Dean Rapoport as Fee Committee Chairperson
MSW ENERGY: S&P Rates Proposed $225 Million Notes at BB-
MSX INT'L: Reports Decline in 3rd-Quarter Operating Performance
MTR GAMING: 3rd Quarter EBITDA Rises 20% on 9% Revenue Increase
NORTH AMERICAN ENERGY: S&P Rates Long-Term Corp. Credit at BB
NORTHWEST AIRLINES: PFAA Negotiates Furloughed Employees' Recall
NRG ENERGY: Court Fixes NRG McClain's December 8 Claims Bar Date
OWENS CORNING: Third-Quarter Results Reflect Marked Improvement
OWENS CORNING: Files Fourth Amended Plan & Disclosure Statement
PACIFICARE: Aida Alvarez and Linda Rosenstock Named to Board
PG&E: USGen Exclusivity Extension Hearing to Convene on Nov. 19
PILLOWTEX: Court Okays BDO Seidman as Committee's Accountant
PITTSBURGH: Fitch Cuts General Obligation Bonds to Low-B Level
PLAINWELL INC: Plan Confirmation Hearing Convening Tomorrow
PREMCOR REFINING: Fitch Rated Proposed 6-3/4% Sr. Notes at BB-
QUAKER CITY: Creditors Must File Claims by November 14, 2003
RADIO UNICA: Files Prepackaged Plan and Disclosure Statement
REDBACK NETWORKS: Court to Consider Prepack. Plan on December 19
RIVER ROCK: Completes $200-Million Senior Note Financing Deal
ROHN INDUSTRIES: Bringing-In Duane Morris LLP as Special Counsel
TENET HEALTHCARE: Hosting Third-Quarter Conference Call Today
TRW AUTOMOTIVE: Third-Quarter 2003 Net Losses Hit $23-Mill. Mark
UNITED AIRLINES: US Bank Wins Access to Miami-Dade Project Fund
UNITEDGLOBALCOM: Extends Exchange Offer for UGC Europe Shares
US AIRWAYS: Enters Stipulation Reducing Kuta-Two Aircraft Claim
U.S. STEEL: Files Form 10-Q and Revises Prelim. Q3 2003 Results
WACHOVIA BANK: S&P Assigns Prelim. Ratings to Ser. 2003-C8 Notes
WARNACO GROUP: Antonio C. Alvarez Disposes of Warnaco Shares
WCI STEEL: Reed Smith Serving as Committee's Bankruptcy Counsel
WESTPOINT STEVENS: Court Clears Third Amendment to DIP Financing
WICKES INC: Sept. 27 Balance Sheet Upside-Down by $12.7 Million
WORLDCOM: Employees Will Pursue Securities Arbitration Claims
XEROX CORP: Zacks Assigns Rank #4 (Sell) Rating to Xerox Stocks
* James Huggett Opens Flaster/Greenberg Office in Wilmington, Del.
* Large Companies with Insolvent Balance Sheets
*********
ACTERNA: Court OKs Stipulation Assuming Milestone Property Lease
----------------------------------------------------------------
Acterna LLC is a party to an unexpired a non-residential real
property lease located in Germantown, Maryland with Milestone
Industrial LC dated June 23, 2000. The Lease is guaranteed by
Acterna Corporation.
Acterna and Milestone have been in negotiations to reduce the
space provided for under the Milestone Agreement to better suit
Acterna's current business needs and to obtain Milestone's
consent to the proposed assumption of the Milestone Agreement.
On August 19, 2003, Acterna and Milestone executed a letter of
intent, which reflects these negotiations. Based on the LOI,
Acterna LLC and Acterna Corporation agreed on the form and
substance of certain documents, which amend, modify, and, as to
the occupancy of the Office Building, supersedes the Milestone
Agreement from and after the Plan Effective Date.
In consideration of their rights and obligations under the
Milestone Agreement, the Debtors and Milestone stipulate and
agree that:
(a) Pursuant to the Debtors' Plan, Acterna will assume the New
Agreement. The guaranty of Acterna Corporation of the New
Agreement will remain in full force and effect. On the
Effective Date, Acterna Corporation will transfer
substantially all of its assets to Acterna Inc. and
Acterna Inc. will become the Successor Guarantor under
the New Agreement;
(b) The Master Lease Agreement dated June 23, 2000 between
Acterna and Milestone will terminate and be of no further
force or effect as of the Effective Date;
(c) Milestone consents to the execution of the New Agreement
as assumed pursuant to the Plan;
(d) The New Agreement is effective as of the Plan Effective
Date;
(e) Milestone and Acterna will relocate the majority of
Acterna's business operations located in the office
building located in 12410 Milestone Center Drive to the
manufacturing building also located within the same
project in 1 Milestone Court;
(f) From and after August 7, 2003 -- Amendment Date -- up to
October 31, 2003, Acterna paid the current contract rent
for the entire Office Building premises;
(g) Milestone agrees that without further delay, it will
credit or pay to Acterna the difference between:
* the Office Contract Rent paid by Acterna; and
* an amount of rent equal to $20.50 per square foot, plus
electricity costs for the Released Space;
(h) As to the manufacturing building, effective from and after
the Amendment Date, the rent for the Premises will be $15
per rentable square foot net of all operating expenses and
real estate taxes and escalation, which rent will escalate
at 3.0% per year;
(i) The New Agreement will expire on October 31, 2013. With
respect to the portion of the Premises located in the
Office Building, either Acterna or Milestone may terminate
the New Agreement solely as it relates to the Office Space
by giving four months prior written notice to the other
party;
(j) Acterna's right to possession and occupancy of the
Released Space will terminate and Acterna will surrender
the Released Space to Milestone in accordance with the
terms of the New Agreement;
(k) Acterna will pay a $500,000 security deposit for the
Premises, which will be in the form of cash, a letter of
credit, or a combination of both. Provided there has been
no Material Adverse Change in Acterna Corporation, or its
successors' financial condition, Milestone agrees to a
reduction in the security deposit in exchange for full
performance under the New Agreement. The security deposit
will be reduced at the rate of $100,000 per year on each
anniversary of the Effective Date for the first three
years of the Agreement term. Afterwards, the security
deposit will be fixed at $200,000 for the balance of the
term;
(l) Milestone will be deemed to have made a timely Class D
General Unsecured Claim for $5,000,000 and waives and
releases any and all claims it may have or that might
arise under the Milestone Agreement before the Effective
Date; and
(m) Milestone will provide Acterna with $250,000 in the form
of an occupancy concession to be paid on January 1, 2004.
However, the concession may be terminated or modified by
the parties in the event that the Confirmation Order is
reversed or modified.
Accordingly, the Court approves the stipulation. (Acterna
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., 609/392-0900)
ACTUANT: Selling Additional $25MM of 2% Convertible Debentures
--------------------------------------------------------------
Actuant Corporation (NYSE:ATU) said the initial purchasers of its
2.0% Convertible Senior Subordinated Debentures due 2023 have
exercised their option to purchase an additional $25 million
principal amount of such Debentures to cover overallotments.
As a result, the final aggregate principal amount of the
Debentures is $150 million. The sale of the Debentures is expected
to close on November 10, 2003. All of the Debentures were sold in
a private, unregistered offering to "qualified institutional
buyers" pursuant to Rule 144A under the Securities Act of 1933.
The Debentures will bear interest at a rate of 2.0% per year and,
during certain periods and subject to certain conditions, the
Debentures will be convertible by holders into shares of Actuant's
common stock initially at a conversion rate of 25.0563 shares of
common stock per $1,000 principal amount of Debentures, which is
equivalent to an initial conversion price of approximately $39.91
per share of common stock, subject to adjustment in certain
circumstances.
Proceeds from the offering will be used to repay a portion of the
borrowings under the Company's senior credit facility and for
other general corporate purposes, which may include possible
repurchases of outstanding 13% Senior Subordinated Notes due 2009,
working capital and possible future acquisitions.
The Debentures and the shares of common stock issuable upon
conversion of the Debentures have not been registered under the
Securities Act of 1933 and may not be offered or sold absent
registration or an applicable exemption from the registration
requirements of the Securities Act. This press release does not
constitute an offer to sell or the solicitation of an offer to buy
any of the Debentures or the shares of common stock issuable upon
conversion of the Debentures, and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful.
Actuant Corporation's August 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $11.6 million.
ADELPHIA BUSINESS: Wins Nod to Tap Innisfree as Tabulation Agent
----------------------------------------------------------------
The Adelphia Business Solutions Debtors seek the Court's
authority, pursuant to Section 327(a) of the Bankruptcy Code, to
employ Innisfree M&A Incorporated, nunc pro tunc to September 1,
2003, as their solicitation agent, tabulator, and consultant in
connection with the balloting and tabulation of certain votes
that may be cast in respect of the ABIZ Debtors' plan of
reorganization.
Pursuant to Rule 3017(e) of the Federal Rules of Bankruptcy
Procedure, the Court must consider and approve the ABIZ Debtors'
procedures for transmitting plans, disclosure statements,
ballots, notices, and other related solicitation materials to the
beneficial owners of the ABIZ Debtors' public securities. Prior
to the Petition Date, ABIZ issued three issues of publicly traded
bonds and two classes of publicly traded common stock and one
class of publicly traded preferred stock. Gathering the
information necessary for the voting process would be a daunting
task, even if the identity of all those entitled to receive
materials were easily accessible. Although, typically, public
securities are primarily held in "Street" name by a custodian,
which maintains the identity of the individual beneficial owners
on a confidential basis.
John Glicksman, ABIZ's Vice President, relates that the
procedures for transmitting documents to beneficial owners of
securities require specialized knowledge of the practices of the
custodial holders and the specific measures that must be
implemented to transmit documents to beneficial owners of public
securities. Because of the large number of ABIZ's outstanding
publicly traded securities, the solicitation process for the ABIZ
Debtors will be highly complex.
The ABIZ Debtors wish to employ Innisfree as their solicitation
and tabulation agent for the ABIZ Debtors' public securities
because, among other things, Innisfree is an international
counseling firm whose employees are experienced in all areas
pertaining to the identification and solicitation of holders of
public securities. Innisfree has a state-of-the-art mailing
facility and tabulation system and is highly experienced in
dealing with the back offices of the various departments of the
nominee banks and brokerage firms. Jane Sullivan, head of
Innisfree's Bankruptcy Specialty Practice, who would be the
individual with the primary responsibility of handling the ABIZ
Debtors' solicitation and vote tabulation for its public
securities, has over 15 years of experience in public securities
solicitations and other transactions and specialized in
bankruptcy solicitations since 1991. Ms. Sullivan administered
over 50 bankruptcy solicitations at Innisfree including WorldCom,
Pacific Gas and Electric, Global Crossing, Fruit of the Loom,
Regal Cinemas, Chiquita Brands, Armstrong World Industries,
Kmart, America West Airlines, Barney's, Eagle-Picher Industries,
Federated Department Stores, First RepublicBank, I.C.H.
Corporation, MCorp, and Resorts International.
Pursuant to a Letter Agreement dated September 16, 2003,
Innisfree will:
(1) provide advice to the ABIZ Debtors and its counsel
regarding all aspects of the plan vote, including timing
issues, voting and tabulation procedures, and documents
needed for the voting process;
(2) review the voting portions of the disclosure statement
and ballots, particularly as they may relate to
beneficial owners of securities held in street name;
(3) if appropriate, work with counsel and the claims agent to
request appropriate records for any claims not based on
securities;
(4) work with the ABIZ Debtors to request appropriate
information from the trustees of the ABIZ Debtors' bonds,
the equity transfer agent or agent, and The Depository
Trust Company;
(5) if appropriate, mail voting and non-voting documents to
creditors whose claims are not based on securities, along
with any registered record holders of securities;
(6) coordinate the distribution of voting documents to street
name holders of voting securities by forwarding the
appropriate documents to the banks and brokerage firms
holding the securities, who in turn will forward to the
beneficial owners;
(7) coordinate the distribution of notice documents to street
name holders of any non-voting securities by forwarding
the appropriate documents to the banks and brokerage
firms holding the securities, that in turn will forward
to the beneficial owners;
(8) distribute copies of the master ballots to the
appropriate nominees so that firms may cast votes on
behalf of beneficial owners;
(9) prepare a certificate of service for filing with the
Court;
(10) handle requests for documents from parties-in-interest,
including brokerage firm and bank back-offices and
institutional holders;
(11) respond to telephone inquiries from holders regarding the
disclosure statement and the voting procedures;
(12) if requested by the ABIZ Debtors, make telephone calls to
confirm receipt of the plan documents and respond to
questions about the voting procedures;
(13) if requested by the ABIZ Debtors, assist with an effort
to identify beneficial owners of the ABIZ Debtors' bonds;
(14) receive and examine all ballots and master ballots cast
by creditors, including date and time-stamping the
originals of all the ballots and master ballots upon
receipt;
(15) tabulate all ballots and master ballots received prior to
the voting deadline in accordance with established
procedures, and prepare a vote certification for filing
with the Court; and
(16) undertake other duties as may be agreed upon by the ABIZ
Debtors and Innisfree.
Mr. Glicksman notes that the ABIZ Debtors retained various
professionals in these cases, including Bankruptcy Services LLC,
the ABIZ Debtors' official claims agent. Bankruptcy Services
will continue to serve as the ABIZ Debtors' claims and general
noticing agent, and will assist the ABIZ Debtors in connection
with the solicitation of classes 7A and 7B under the proposed
plan of reorganization. Innisfree, on the other hand, will
assist the ABIZ Debtors solely in connection with the
solicitation of the votes of holders of ABIZ's public securities,
as well as the issues attendant thereto. The ABIZ Debtors
believe that this division of duties enables Bankruptcy Services
and Innisfree to focus on their core competencies in their areas
of expertise. Inasmuch as Bankruptcy Services and Innisfree
would be performing discrete and distinct tasks, the danger of
duplication of services and attendant duplicative costs is
eliminated.
Mr. Glicksman assures the Court that the services provided by
Innisfree to the ABIZ Debtors will not be unnecessarily
duplicative of those provided by any of the ABIZ Debtors'
professionals, and Innisfree will coordinate any services
performed at the ABIZ Debtors' request with them, Bankruptcy
Services, and any other financial advisors and counsel, as
appropriate, to avoid unnecessary duplication of effort.
Mr. Glicksman contends that due to the size of the ABIZ Debtors'
cases and the large numbers of parties holding ABIZ's public
securities, the ABIZ Debtors require the services of a balloting
and tabulation agent well-versed in the intricacies of
solicitations of votes of security holders under Chapter 11
plans. Innisfree is uniquely qualified to execute and effectuate
these complex procedures.
In exchange, the ABIZ Debtors agreed to compensate Innisfree for
professional services rendered under the Agreement by:
(1) A $15,000 project fee, plus $2,000 for each issue of
public debt entitled to vote on the Plan and $2,500 for
the common stock, which holders are not entitled to vote
on the Plan, but nonetheless will be entitled to receive
notice;
(2) For the mailing to registered holders of voting securities
and other creditors, estimated labor charges of $1.75-
$2.25 per package, depending on the complexity of the
mailing, with a $500 minimum for each class, or for
classes with public securities, each CUSIP or ISIN. The
charge indicated assumes a package that would include the
disclosure statement, a ballot, a return envelope, and one
other document;
(3) A $4,000 minimum charge to take up to 500 telephone calls
from creditors and stockholders within a 30-day
solicitation period. If more than 500 calls are received
within the period, those additional calls will be charged
at $8 per call. Any calls to creditors or security
holders will be charged at $8 per call;
(4) The cost of a bondholder identification program, if
needed, would be based on the security or securities in
question;
(5) A $100 per hour charge for the tabulation of ballots
and master ballots, plus $1,000 set-up charges for each
security. Standard hourly rates will apply for any time
spent by senior executives reviewing and certifying the
tabulation and dealing with special issues that may
develop; and
(6) Consulting hours will be billed at Innisfree's standard
hourly rates. Consulting services by Innisfree would
include the review and development of materials, including
the disclosure statement, the plan, ballots, and master
ballots; participation in telephone conferences, strategy
meetings, or the development of strategy relative to the
project; efforts related to special balloting procedures,
including issues that may arise during the balloting, or
tabulation process; computer programming or other project-
related data processing services; visits to cities outside
of New York for client meetings or legal or other matters;
efforts related to the preparation of testimony and
attendance at court hearings; and the preparation of
affidavits, certifications, fee applications, if required,
invoices, and reports:
Co-Chairman $400
Managing Director 375
Practice Director 325
Director 275
Account Executive 250
Staff Assistant 175
Furthermore, Innisfree will seek reimbursement of actual and
necessary out-of-pocket expenses incurred in connection with the
representation of the ABIZ Debtors, including, inter alia, travel
costs, postage, messengers and couriers, expenses incurred in
obtaining or converting depository participant, creditor,
shareholder and lists of Non-Objecting Beneficial Owners, and
appropriate charges for supplies, in-house photocopying, and
telephone usage.
The ABIZ Debtors seek the Court's authority to compensate and
reimburse Innisfree in accordance with the Agreement for all
services rendered and expenses incurred in connection with the
ABIZ Debtors' Chapter 11 cases. The ABIZ Debtors believe that
the compensation rates are reasonable and appropriate for
services of this nature and comparable to those charged by other
providers of similar services.
In an effort to reduce administrative expenses related to
Innisfree's retention, the ABIZ Debtors seek authorization to pay
Innisfree's fees and expenses without the necessity of Innisfree
filing formal fee applications.
Ms. Sullivan assures the Court that Innisfree is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b), in that
Innisfree, its principals, and employees:
(1) are not creditors, equity security holders, or insiders of
the ABIZ Debtors;
(2) are not and were not investment bankers for any
outstanding security of the ABIZ Debtors;
(3) have not been, within three years before the date of the
filing of the ABIZ Debtors' Chapter 11 petitions:
(a) investment bankers for a security of the ABIZ Debtors;
or
(b) an attorney for an investment banker in connection
with the offer, sale, or issuance of a security of the
ABIZ Debtors;
(4) are not and were not, within two years before the date of
filing of the ABIZ Debtors' Chapter 11 petitions,
directors, officers, or employees of the ABIZ Debtors or
of any investment banker; and
(5) do not have any interest materially adverse to the
interests of the ABIZ Debtors' estates or of any class of
creditors or equity security holders, by reason of any
direct or indirect relationship to, connection with, or
interest in, the ABIZ Debtors or an investment banker.
As part of its diverse practice, Innisfree appears in numerous
cases, proceedings, and transactions involving many different
professionals, attorneys, accountants, and financial consultants,
some of which may represent claimants and other parties-in-
interest in the ABIZ Debtors' Chapter 11 cases. Innisfree in the
past worked with, and may work in the future with, several
attorneys and law firms in the legal community, some of whom may
be involved in these cases. In addition, Innisfree in the past
and will likely in the future be working with or against the
professionals involved in these cases in matters unrelated to
these cases. Based on Ms. Sullivan's current knowledge of the
professionals involved, none of the business relationships
constitutes an interest materially adverse to the ABIZ Debtors in
matters upon which Innisfree is to be employed, and none is in
connection with these cases.
Ms. Sullivan discloses that Innisfree represented or has
relationships with these parties-in-interest in the ABIZ Debtors'
Chapter 11 cases in matters unrelated to these cases:
Relationship Relationship to
Party to Innisfree the ABIZ Debtors
----- ------------ ----------------
Verizon Vendor Lessor Top 30 Vendor
AT&T Vendor Top 30 Vendor
Sprint Vendor Top 30 Vendor
WorldCom Client Top 30 Vendor
It is possible that Innisfree may have rendered services to
certain creditors or equity interest holders of the ABIZ Debtors,
in matters unrelated to the ABIZ Debtors, or may have been
involved in matters unrelated to the ABIZ Debtors in which these
creditors or equity interest holders were also involved, Ms.
Sullivan relates. Similarly, employees of Innisfree may have had
business associations with certain creditors or parties-in-
interest, which have no connection with Innisfree's
representation of the ABIZ Debtors. Innisfree does not currently
maintain any relationships or interests, and does not intend to
develop additional relationships or interests during its
representation of the ABIZ Debtors in these Chapter 11 cases, in
matters that would be adverse to the ABIZ Debtors' estates.
Innisfree is not a prepetition creditor or equity security holder
of the ABIZ Debtors. Innisfree has not inquired whether any
retirement plan of any individual employee has any interest.
Ms. Sullivan further assures the Court that Innisfree will
conduct an ongoing review of its files to ensure that no
disqualifying circumstances arise and if any new relevant facts
or relationships are discovered, Innisfree will inform the Court
as Rule 2014(a) of the Federal Rules of Bankruptcy Procedure
requires.
* * *
Judge Gerber authorizes the ABIZ Debtors to employ Innisfree M&A
Incorporated as their solicitation and tabulation agent nunc pro
tunc to September 1, 2003. (Adelphia Bankruptcy News, Issue No.
44; Bankruptcy Creditors' Service, Inc., 609/392-0900)
AHOLD USA: Initiates Plan to Rebuild Value of Global Operations
---------------------------------------------------------------
Ahold announced the development of a three-year plan to rebuild
the value of its global operations. A key component of the plan
is the establishment of arenas. The decision has been made to
establish an arena consisting of two of their United States retail
food chains, Stop & Shop, based in Quincy, Massachusetts and Giant
Food LLC, based in Landover, Maryland. McKinsey Consulting has
been engaged to determine the most effective way to restructure
and manage this process.
Planning relating to this arena is in the very early stages and
formal plans are not expected to be announced until some time in
2004. As the process unfolds, administrative and managerial
functions will be combined where practical, with a strong
commitment to maintaining and nurturing the strength of each
brand, the knowledge of the local market, and the strong
involvement in the community that each company is known for.
The Stop & Shop Supermarket Company, based in Quincy,
Massachusetts, employs more than 57,000 associates and operates
341 stores in Connecticut, Massachusetts, New Jersey, New York and
Rhode Island.
Giant Food LLC, headquartered in Landover, Maryland, operates l95
supermarkets in Virginia, Maryland, Delaware, New Jersey, and the
District of Columbia, and employs more than 24,000 associates.
Giant also operates stores in New Jersey and Delaware under the
Super G name.
* * *
As previously reported, Fitch Ratings, the international rating
agency, is maintaining its Rating Watch Negative status on both
the 'BB-' Senior Unsecured debt and 'B' Short-term ratings of
Koninklijke Ahold N.V., the Netherlands-based international food
retailer.
Fitch's 'BB-' rating for Ahold reflects the view that the company
remains a viable operating entity. However, many of the reasons
for Fitch's Rating Watch Negative remain, particularly the amount
of recent interim secured funding within the group, together with
the control and structural subordination mechanisms this may
afford, the reliance on continued support from core banks for
available credit facilities, and near-term (including 2005's bulk)
debt maturities. It is questionable if the US Foodservice profit
margin can increase from FY02's 1.7% level. The company has to
maximise cash, either from operational cashflow, sale of
activities, or a rights issue. The company does not expect to
report on these issues, or H103's results, until mid-October.
AHOLD: S&P Sees Positive Implications Following Refinancing
-----------------------------------------------------------
Standard & Poor's Ratings Services revised to positive from
negative the implications of its CreditWatch listing on
Netherlands-based food retailer and food-service distributor Ahold
Koninklijke N.V., following the group's announcement of its
refinancing plan.
All the long-term ratings on Ahold, including the 'BB-' long-term
corporate credit rating, remain on CreditWatch, where they were
placed on Feb. 24, 2003, following the announcement of substantial
accounting irregularities. In addition, Standard & Poor's affirmed
its short-term 'B' ratings on the group.
"The CreditWatch revision reflects the potentially positive effect
of the refinancing announced [Fri]day, and in particular the
group's ?2.5 billion equity issue," said Standard & Poor's credit
analyst Hugues de la Presle. "This refinancing plan should
alleviate all of Ahold's near-term liquidity concerns, while also
significantly denting the group's significant debt burden."
At the end of the first half of 2003, the group had net debt
adjusted for securitizations, operating leases, and postretirement
liabilities on a posttax basis of about ?17 billion.
Standard & Poor's will seek to meet shortly with Ahold's
management to resolve the CreditWatch status. The upgrade
potential is limited to one notch at this stage, given the group's
still substantial leverage and hefty 2005 debt maturities.
AIR CANADA: Board Picks Victor T.K. Li as Equity Plan Sponsor
-------------------------------------------------------------
Air Canada's Board of Directors at a meeting Friday last week
selected Trinity Time Investments, controlled by Victor T.K. Li,
from the two equity plan sponsor finalists. The Agreement
contemplates a $650 million equity investment, which will
represent approximately 31% of the common equity in a restructured
Air Canada.
As previously announced, rights will be offered to all creditors
of Air Canada to acquire new shares on the same economic terms as
Trinity. The Rights Offering, in an amount of $450 million, will
close contemporaneously with the Trinity Investment and will be
underwritten by Deutsche Bank as standby purchaser. Rights not
purchased by creditors will be purchased by Deutsche Bank at a
premium determined in accordance with a formula not to exceed 15%,
to benefit non-exercising creditors.
Between the Trinity Investment and the Rights Offering, an
additional $100 million is being raised over the previously
announced $1 billion which would avoid having to issue certain
convertible debt instruments on emergence.
The Agreement contemplates that creditors with aggregate claims of
$8-$10 billion will receive approximately 56% of the common
equity, after taking into account the Rights Offering. Existing
shareholders of Air Canada will receive in the aggregate a nominal
.01% stake.
"I am extremely pleased that we received two firm investment
commitments from leading international investors at this difficult
time in the history of the airline industry," said Robert Milton,
President & Chief Executive Officer of Air Canada. "Both offers
valued the company in a similar fashion and both supported the
company's restructuring business plan and its management. Given
the success of Victor Li in his global business endeavors, we look
forward to the opportunity to benefit from his participation in
fully realizing Air Canada's true potential."
"We are very excited to have been selected as equity plan sponsor
to work with Air Canada to complete its restructuring," said Frank
J. Sixt, speaking on behalf of Mr. Li and Trinity. "We believe Air
Canada is a solid platform and can successfully emerge from the
current process as an industry leader in terms of service
standards as well as in terms of profitability and growth. We have
full confidence in the company's senior management team, and will
continue to work with them over the coming months to complete the
steps which will reshape Air Canada into a leading competitor in
the air transportation sector globally."
The Agreement is subject to a number of conditions including : (i)
satisfactory resolution of the funding of the pension deficit;
(ii) the obtaining of regulatory approvals and understandings;
(iii) the entering into of satisfactory agreements to acquire and
finance the 70-110 seat aircraft acquisition program; (iv)
approval of the Plan by Creditors and the Court; and, (v) the
absence of various facts and events that would depreciate equity
value. The Agreement provides for a closing date of no later than
April 30, 2004.
Under the Agreement, Air Canada's Board upon emergence will
consist of 11 members of whom five will be designated by Trinity,
two by Deutsche Bank, two members of management and two others by
a selection committee which will include a representative of
creditors.
Upon closing, base salary and bonus programs for continuing
executives is to be no higher than currently in effect. A
management stock option program will be established of up to 5% of
total issued and outstanding shares, of which no more than 3%
shall be issued on emergence at an exercise price equal to
Trinity's buy-in price. As was the case in both offers, so as to
ensure the continued long term commitment of Robert Milton,
President and CEO and Calin Rovinescu, Executive Vice President to
implement Air Canada's Business Plan, Trinity will provide these
senior officers from its own holdings with 1% each of new equity
vesting in stages over four years. This ownership interest will
come from Trinity's equity stake following emergence.
Trinity has required various transaction protection provisions.
Air Canada has agreed not to solicit any competing proposals for
an equity plan sponsor. Under certain circumstances up to $19.5
million may be payable as a "break fee". In addition, Air Canada
has agreed to pay Trinity certain closing fees and to reimburse
Trinity for certain expenses until closing.
Air Canada anticipates seeking Court approval for the Agreement
and for the Rights Offering and will seek Court direction for
convening the requisite meeting of stakeholders in the near
future. Periodic reports as to this process will be provided in
the ordinary course.
The Investment will be funded from Mr. Li's personal financial
resources and may include investment from other family holdings
and foundations and is not subject to financing conditions.
Mr. Victor T.K. Li, a Canadian citizen, is the Deputy Chairman of
Cheung Kong (Holdings) Limited. Mr. Li and his family hold
controlling interests in Cheung Kong as well as such other widely
held companies as Hutchison Whampoa Limited, Hongkong Electric
Holdings Limited and Husky Energy Inc. of Calgary. The Cheung Kong
Group's businesses encompass such diverse areas as property
development and investment, real estate agency and estate
management, hotels, telecommunications and e-commerce, finance and
investment, retail and manufacturing, ports and related services,
energy, infrastructure projects and materials, media, and
biotechnology. The Cheung Kong Group ranks among the top 100
corporations in the world, with businesses in close to 40
countries and over 165,000 employees.
Air Canada is proceeding with other components of its
restructuring concurrent with the final stage of the equity
sponsorship process and will continue to report progress from time
to time.
AIRTRAN HOLDINGS: Will Present at JPMorgan Conference Today
-----------------------------------------------------------
Joe Leonard, chairman and CEO of AirTran Holdings, Inc.
(NYSE:AAI), the parent company of AirTran Airways, will present at
the JPMorgan Low-Cost Airlines Conference at 9:30 a.m. EST on
Tuesday, November 11, 2003.
A live audio Webcast and a copy of the presentation slides will be
available to the public at:
http://www.airtran.com/aboutus/investor Furthermore, an archive
of the Webcast and a copy of the presentation slides will remain
on the Web site for 30 days.
AirTran Airways (S&P/B-/Negative) is one of America's largest low-
fare airlines - employing more than 5,400 professional Crew
Members and serving 492 flights a day to 43 destinations. The
airline's hub is at Hartsfield Atlanta International Airport, the
world's busiest airport (by passenger volume), where it is the
second largest carrier operating 189 flights a day. The airline
never requires a roundtrip purchase or Saturday night stay, and
offers an affordable Business Class, assigned seating, easy online
booking and check-in, the A-Plus Rewards frequent flier program,
and the A2B corporate travel program. AirTran Airways, a
subsidiary of AirTran Holdings, Inc., (NYSE:AAI), is the world's
largest operator of the Boeing 717, the most modern,
environmentally friendly aircraft in its class. In 2004, the
company will begin taking delivery of 100 Boeing 737-700s, one of
the most popular and reliable jet aircraft in its class. For more
information, visit http://airtran.com
AMERCO: Reaches $550MM Exit Financing Agreement with Wells Fargo
----------------------------------------------------------------
AMERCO (Nasdaq: UHALQ) has reached an agreement in principle with
Wells Fargo Foothill, Inc., part of Wells Fargo & Company
(NYSE: WFC), on the terms for $550 million in exit financing to
support the Company's emergence from Chapter 11, pending the
execution of a definitive agreement at a future date.
Based upon progress achieved in negotiations with creditor groups
during the Chapter 11 process and a careful analysis of the
capital requirements to execute the 100 percent payout plan, the
Company has reduced its exit financing requirements from the
originally anticipated $650 million to $550 million. This exit
financing would replace the $300 million DIP loan that Wells Fargo
Foothill provided AMERCO in June.
"This exit financing will enable AMERCO's restructure to be a 100
percent payout plan for all existing creditors. The $550 million
in exit financing proceeds is calculated to provide AMERCO with
sufficient capital to execute our restructuring strategy, allowing
AMERCO to make the necessary cash payments to our creditors under
the Company's Plan of Reorganization," stated AMERCO Chairman, Joe
Shoen.
The Company must first obtain the Court's approval of its
Disclosure Statement and then it may commence solicitation of
creditor votes in favor of the reorganization plan. A hearing on
the adequacy of the Company's Disclosure Statement has been set
for November 18, 2003. The Company currently has agreements from
many of its banks and insurance lenders. The Company believes it
will have additional lender consents before November 18th. As part
of the solicitation process, AMERCO will seek approval by the
balance of its lender constituents.
According to Richard Williamson, Managing Director of Alvarez and
Marsal, Inc., "The agreement on the terms of the Wells Fargo
Foothill exit financing facility is one in a series of positive
developments in the AMERCO restructuring process that have
positioned the Company to confirm a full-pay Plan of
Reorganization in early 2004." Alvarez and Marsal, Inc. has served
as the financial advisor to AMERCO since May-2003, with respect to
its negotiations with creditors / stakeholders and in the
restructuring of AMERCO's capital structure.
AMERCO is the parent company of U-Haul International, Inc.,
Republic Western Insurance Company, Oxford Life Insurance Company
and Amerco Real Estate Company. For more information about AMERCO,
visit http://www.amerco.com
AMERCO: Enters Agreements to Sell Four Real Estate Properties
-------------------------------------------------------------
Pursuant to Sections 105 and 363(c) of the Bankruptcy Code, the
AMERCO Debtors ask the Court to authorize AREC to sell four real
estate properties in the ordinary course of business, in
accordance with the terms of the prepetition sales agreements to:
(1) Yonus Attai,
(2) Jim Keras Buick Co., Inc.,
(3) Gustine Properties, Inc., and
(4) Scott Homes II LLC.
Bruce T. Beesley, Esq., at Peck & Matteoni, Ltd., in Reno,
Nevada, relates that in the ordinary course of business, AREC
engages in the sale of certain parcels of real property that are
unnecessary to facilitate or maintain the continued business
operations of Amerco and U-Haul International and will generate a
favorable return to AREC.
The Debtors believe that prior Court approval is not necessary to
sell the Properties to the extent that the contemplated sales are
transactions arising in the ordinary course of business under
Section 363(c). However, out of abundance of caution, the
Debtors are seeking Judge Zive's approval on the transactions.
Mr. Beesley contends that the contemplated sales falls within the
Debtors' ordinary course of business because:
(a) AREC typically sells certain parcels of undeveloped real
property that are not essential to its primary role as
manager of Amerco and UHI's business operations;
(b) the Sales Agreements do not contain any terms or
provisions that are unusual in these types of
transactions;
(c) the Sales Agreements were negotiated between AREC and
the buyers at arm's length;
(d) execution of the Sales Agreements will not submit any of
the Debtors' creditors to economic risks of a nature
different than those that have been previously accepted;
and
(e) the terms of the Sales Agreements do not provide the
buyers with any lien, right or interest in any assets of
the Debtors or their subsidiaries, or transfer other
property of the estates to the buyer or otherwise upset
the current balance of rights, priorities and interests
among the Debtors' creditors.
The salient terms of the Sales Agreements are:
A. Attai Sale Agreement dated August 22, 2003
* Property Sold: A 1.41-acre real property at Manassas
Drive in Manassas Park, Virginia
* Sale Price: $475,000 with $10,000 Deposit
* Closing Date: November 19, 2003
B. Keras Sale Agreement dated March 7, 2003
* Property Sold: a 1.329-acre real property at 5005 Summer
Avenue in Memphis, Tennessee
* Sale Price: $475,000 with $25,000 deposit
* Closing Date: November 19, 2003
* Lease Assignment: The Property is currently leased by
Keras. This Lease will be assumed and assigned to Keras on
the Closing Date.
C. Gustine Properties Sale Agreement dated February 26, 2003
* Property Sold: a 2.5-acre real property at the corner of
Elliot Road and Rural Road in Tempe, Arizona
* Sale Price: $2,458,613, subject to adjustments payable in
the form of a $25,000 deposit on the execution date,
additional $25,000 payable within 90 days after the
Agreement was executed and the balance payable in cash on
the closing of the sale
* Closing Date: December 30, 2003
* Joint Ownership: The Property is jointly owned by AREC,
with 46.5% interest ownership, Michael L. Shoen, with 25%
interest ownership and Samuel W. Shoen, with 28.5% interest
ownership. The sale price will be divided among the three
owners in an amount equal to each party's ownership interest
in the Property.
* Sale Price Adjustments: The sale price was calculated at
$20.45 per square foot on the assumption that the Property
consists of exactly 120,225 net square feet. If the survey
indicates that the Property consists of more or less than
120,225 square feet, the sale price will be adjusted
accordingly.
D. The Scott Homes Agreement dated February 18, 2003
* Property Sold: a 13.63-acre real property at the corner of
Elliot Road and Rural Road in Tempe, Arizona
* Sale Price: $4,541,981, subject to adjustments, in the
form of a $50,000 deposit on the execution date, additional
$50,000 payable within 90 days after the Agreement was
executed and the balance payable in cash on the closing of
the sale
* Closing Date: December 30, 2003
* Joint Ownership: The Property is jointly owned by AREC,
with 46.5% interest ownership, Michael L. Shoen, with 25%
interest ownership and Samuel W. Shoen, with 28.5% interest
ownership. The sale price will be divided among the three
owners in an amount equal to each party's ownership interest
in the Property.
* Sale Price Adjustments: The sale price was calculated at
$7.65 per square foot on the assumption that the Property
consists of exactly 593,273 net square feet. If the survey
indicates that the Property consists of more or less than
593,273 square feet, the sale price will be adjusted
accordingly.
The Debtors also ask Judge Zive to authorize the assumption and
assignment of a Lease under the Memphis Property to Keras under
Section 365(a).
According to Mr. Beesley, the Lease to be assigned provides a
minimal economic benefit to their estates, and the assumption and
assignment will facilitate a seamless sale of the Memphis
Property and avoid potential claims against the estates that
could arise if the Lease is rejected or terminated by the
Debtors. The Debtors are current in all of their obligations
under the Lease. In addition, there is no need for assurance of
future performance under the Lease since Keras is the lessee
under the Lease and the Lease will effectively be extinguished on
the closing of the sale. (AMERCO Bankruptcy News, Issue No. 11;
Bankruptcy Creditors' Service, Inc., 609/392-0900)
AMERICAN COLOR: S&P Affirms Ratings & Revises Outlook to Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
diversified commercial printer American Color Graphics Inc. to
stable from positive.
At the same time, Standard & Poor's affirmed its ratings,
including its 'B+' corporate credit rating, on the Brentwood,
Tennessee-based company. Total debt outstanding at Sept. 30, 2003,
was approximately $300 million.
"The outlook revision follows the company's announcement of
operating results for its second quarter ended Sept. 30, 2003,
that were lower than expected due to competitive pricing
pressures, changes in product and customer mix, and an approximate
2% decrease in print production volumes," said Standard & Poor's
credit analyst Michael Scerbo. This weaker-than-expected
performance, along with lower guidance for the full year, has
resulted in a deterioration of credit measures that are no longer
consistent with consideration of a higher rating.
Ratings reflect ACG's dependence on a single industry segment
(retail inserts), high debt levels and the competitive market
conditions of the overall print industry. These factors are offset
by the company's good competitive position in the retail insert
market, long-standing customer relationships, and ample liquidity.
EBITDA for the six months ended Sept. 30, 2003, was $29.2 million,
an approximately 12% decline over the prior-year period, despite
an approximate 3% increase in print production volume as a result
of sales successes with a number of customer accounts. The lower
EBITDA was mainly due to competitive pricing pressures and
increased costs. In addition, the company's EBITDA margin
decreased by more than 50 basis points to 12.3% as compared to the
prior-year period.
AMERICAN MODERN METALS: Case Summary & Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: American Modern Metals Corp.
25 Belgrove Drive
Kearny, New Jersey 07032
Bankruptcy Case No.: 03-46555
Type of Business: American Modern Metals is an integrated aluminum
mill and fabricator.
Chapter 11 Petition Date: November 7, 2003
Court: District of New Jersey (Newark)
Judge: Donald H. Steckroth
Debtor's Counsel: Howard S. Greenberg, Esq.
Ravin Greenberg, PC
101 Eisenhower Parkway
Roseland, NJ 07068
Tel: 973-226-1500
Estimated Assets: $1 Million to $10 Million
Estimated Debts: $1 Million to $10 Million
Debtor's 20 Largest Unsecured Creditors:
Entity Claim Amount
------ ------------
Commercial Alloys Corp. $454,051
1831 East Highland Road
Twinsburg, OH 44087
Kearney Industrial Associates LP $235,829
The Hartford Insurance $148,245
PSE&G Co. $126,521
Enron Energy Services $82,957
A.I. Credit Corp. $80,473
United Furniture Workers Fund $77,494
U.G.I. Energy Services, Inc. $51,549
Occupational Safety and Health $51,400
Thomas Publishing Co. $42,971
Quality Die Makers $35,510
Sibirsky Aluminum Products $34,291
Goldberg, Mufson & Spar $29,000
Demetrius & Co. $14,845
Doyle and Brady $14,530
Bressler, Amery & Ross $7,130
Exco Extrusion Dies $4,494
B&K Tool $4,268
Chris Machine Co. $4,065
Industrial Metal Plating $3,551
ARMSTRONG: Court OKs Fees to Obtain $300 Million Exit Facility
--------------------------------------------------------------
In a critical step toward emergence from Chapter 11 proceedings,
the Armstrong World Industries Debtors obtained the U.S.
Bankruptcy Court's approval to enter into a commitment and fee
agreement for proposed exit financing, and payment of certain fees
and expenses to the prospective Lenders.
The prospective Lenders for the exit financing are:
(1) Bank of America NA,
(2) Banc of America Securities LLC,
(3) JPMorgan Chase Bank, and
(4) J.P. Morgan Securities, Inc.
The Commitment Letter
To facilitate AWI in obtaining a credit facility and Term Loan B
in order to satisfy the conditions precedent to the Effective Date
of the Plan, and obtain a portion of the funding required under
the Plan, AWI has signed a commitment letter and related term
sheet, and a related fee letter, with the Lenders, and an
administrative agent fee letter with Bank of America and BAS.
Under the terms of the Commitment Letter, BofA has agreed to act
as sole and exclusive administrative agent, JPMorgan as sole and
exclusive syndication agent, and BAS and JPMS as co-lead arrangers
and joint book managers for a senior secured credit facility of up
to $600 million, comprised of a tranche B term loan facility and a
revolving credit facility.
BofA has provided a commitment to lend up to $60 million, and
JPMorgan has provided a commitment to lend up to $60 million, of
the Senior Credit Facility, to be allocated between the tranche B
term loan facility and revolving facility.
The Credit Facility
The salient terms of the Credit Facility are:
* Facility: $300 million revolving credit facility,
including a $100 million sublimit for standby letters of
credit and a $25 million sublimit for swing line loans.
The R/C Facility and the Tranche B Term Loan Facility
are subject to adjustment and/or reallocation among
the Lenders.
* Term: The R/C Facility terminates 5 years from Closing;
Tranche B Term Loans are subject to an amortization
schedule, with final payment due 7 years from Closing.
* Amortization: Tranche B Term Loans are subject to
quarterly amortization of principal based on these
annual amounts:
Loan Years 1-6 5%
Loan Year 7 70%
* Interest Rates: At AWI's option, Loans under the R/C
Facility will bear interest at a rate equal to either:
(i) LIBOR plus an applicable margin, based on debt
ratings of the Senior Credit Facility, ranging
from 150 to 250 basis points, or
(ii) the Alternate Base Rate -- defined as the higher
of the BofA prime rate and the Federal Funds
rate plus .50% -- plus an applicable margin,
based on debt ratings of the Senior Credit
Facility, ranging from 50 to 100 basis points.
Tranche B Term Loans bear interest at the sum of
LIBOR or Alternative Base Rate, as applicable,
plus a spread based on debt ratings of the
Senior Credit Facility -- determined as of
Closing.
A default rate of 2% per annum above the
applicable interest rate shall apply in the
event of default under the Senior Credit Facility.
* Upfront Fees: Upfront Fees, based on a percentage of
each Lender's commitment, shall be payable to each
Lender, at Closing or in the form of an original issue
discount.
* Commitment Fee: AWI will pay a commitment fee on the
unused portion of each Lender's share of the R/C
Facility, payable in arrears commencing upon Closing.
* Letters of Credit Fees: Applicable margin for loans
under the RIC Facility that are LIBOR loans, paid
quarterly in arrears.
* Collateral: First priority lien on all present and
future personal property assets of AWI and the
Guarantors, a pledge of the stock of all domestic
subsidiaries of AWI, and 65% of each first tier
foreign subsidiary of AWI, subject to exceptions to be
agreed.
* Guarantors: All existing and future indirect and
direct domestic subsidiaries of AWI.
* Use of Proceeds: Financing the emergence of AWI under
the Plan, capital expenditures and other lawful
corporate purposes.
* Commitment Termination: The Commitment will terminate
on March, 31, 2004 unless definitive documentation for
the Senior Credit Facility has been executed and
delivered prior to such date. In addition, the parties
to the Commitment Letter have acknowledged and agreed
that the obligations of AWI under the Commitment Letter
are subject to the approval of the Bankruptcy Court.
* Conditions Precedent to Closing: Conditions precedent
that are usual and customary for these types of
facilities, including these conditions:
(i) Negotiation, execution and delivery of
definitive documentation with respect to the
Senior Secured Credit Facility;
(ii) Satisfactory opinions of counsel for AWI and
the Guarantors;
(iii) Evidence that the Administrative Agent holds
a perfected first priority lien on all of the
Collateral, except for permitted liens to be
determined;
(iv) Conditions to the occurrence of the "Effective
Date" in the Final Order shall be substantially
the same as provided in the Plan, as modified,
including reference to establishment of the
credit facility;
(v) Satisfactory review of all financial statements
of AWI and its subsidiaries for 2000, 2001 and
2002, as well as for the fiscal quarter ended
Sept. 30, 2003;
(vi) No material adverse change since December 31,
2002 to AWI and its subsidiaries;
(vii) S&P and Moody's debt ratings of the Senior
Credit Facility of at least BB-BA3 or
higher; and
(viii) AWI will have received at least $800 million
of aggregate gross proceeds from the Tranche B
Term Loan, 144A Offering and/or the Plan Notes.
At least $100 million of the R/C Facility will
still be available after giving effect to all
transactions occurring at Closing.
* Covenants; Representations and Warranties; Events of
Default: Those usual and customary for these types of
facilities.
Fees and Expenses
In addition to the loan terms, the Commitment Letter provides for
AWI to:
(i) reimburse the Agents for all reasonable out-of-pocket
fees and expenses, including legal fees and expenses,
incurred in connection with the Commitment Letter and
the transactions contemplated by it, whether or not
the transactions contemplated by it are consummated;
and
(ii) indemnify the Agents, each of the other Lenders under
the Senior Credit Facility, and each of their
affiliates and their directors, officers, employees,
advisors and agents against any and all losses,
claims, damages, liabilities and expenses, including
the reasonable fees and expenses of counsel and the
allocated cost of internal counsel, that may be
incurred by or asserted or awarded against any
indemnified person, in each case arising out of or
in connection with or by reason of any matters
contemplated by the Commitment Letter, any related
transaction, the Senior Credit Facility or any use
made or proposed to be made with the proceeds --
whether or not the transactions contemplated by the
Letter are consummated -- unless and only to the
extent that any loss, claim, damage, liability or
expense is a result of the indemnified person's
gross negligence or willful misconduct.
The Fee Letter also provides for AWI to pay an arrangement fee to
BAS and JPMS. The arrangement fee is payable in part on the
earlier of Closing or termination of the commitment, provided that
the Plan is approved. In addition, the Fee Letter provides for an
L/C fronting fee equal to 12.5 basis points per annum of the
maximum fee amount, payable for each L/C issued under the Senior
Credit Facility to the L/C Issuing Lender. The Administrative
Agent Fee Letter provides for AWI to pay an annual fee to BofA as
Administrative Agent. (Armstrong Bankruptcy News, Issue No. 50;
Bankruptcy Creditors' Service, Inc., 609/392-0900)
ARROW AUTOMOTIVE: Trustee Prepares to Pay 50% on Chapter 11 Claims
------------------------------------------------------------------
Joseph H. Baldiga, serving as the chapter 7 trustee liquidating
Arrow Automotive Industries, Inc.'s estate (Bankr. D. Mass. Case
No. 98-47636-HJB), tells the U.S. Bankruptcy Court that he is
prepared to make a first interim distribution to pay all Chapter 7
Administrative Claims in full and pay 50% to holders of allowed
Chapter 11 Administrative Claims.
The Trustee contemplates distributing roughly $600,000 of $1.15
million on hand. The Massachusetts Department of Revenue raised
an eleventh-hour tax issue that is likely to delay closing Arrow's
case until mid-2004.
ATA HOLDINGS: Extends Exchange Offers for 10.5% and 9-5/8% Notes
----------------------------------------------------------------
ATA Holdings Corp. (NASDAQ: ATAH), the parent company of ATA
Airlines, Inc., announced the extension of its offers to exchange:
- newly issued 11 percent Senior Notes due 2009 and
cash consideration for any and all of the $175 million
outstanding principal amount of its 10-1/2 percent Senior
Notes due 2004; and
- newly issued 10-1/8 percent Senior Notes due 2010 and cash
consideration for any and all of the $125 million
outstanding principal amount of its 9-5/8 percent
Senior Notes due 2005.
As part of the Exchange Offers, the Company is also seeking
solicitations of consents to amend the indentures under which the
Existing Notes were issued. The Company has extended the
expiration date of the Exchange Offers until 5 p.m., New York City
Time, on November 21, 2003, unless further extended by the
Company. In addition, the Company has extended the deadline for
holders of Existing Notes to deliver consents and receive the
consent payment to November 21, 2003, unless further extended by
the Company.
As previously disclosed, the Company continues to be in
discussions with a group of holders of the Existing Notes with
respect to their participation in the Exchange Offers, and it has
extended the Exchange Offers to facilitate these discussions.
Exchange Offers, Add One
The withdrawal deadline for the Exchange Offers has expired, and
tenders with respect to any Existing Notes that have already been
tendered or are subsequently tendered may not be withdrawn. The
other terms of the Exchange Offers remain unchanged, and they are
subject to a number of significant conditions, including but not
limited to receiving valid tenders representing at least 85
percent in principal amount of each series of Existing Notes and
receiving the consent of the Air Transportation Stabilization
Board pursuant to the Company's government-guaranteed term loan.
As of November 7, 2003, $11,510,000 principal amount of 2004 Notes
and $29,550,000 principal amount of 2005 Notes had been tendered
and not withdrawn in the Exchange Offers.
The Exchange Offers are being made pursuant to the exemption from
registration provided by Section 4(2) of the Securities Act of
1933, as amended. The New Notes offered in the Exchange Offers
have not been and will not be registered under the Securities Act
or any state securities laws and may not be offered or sold in the
United States absent registration or applicable exemption from the
registration requirements of the Securities Act and any applicable
state securities laws.
Now celebrating its 30th year of operation, ATA (S&P, CCC
Corporate Credit Rating, Developing) is the nation's 10th largest
passenger carrier based on revenue passenger miles. ATA operates
significant scheduled service from Chicago-Midway, Hawaii,
Indianapolis, New York and San Francisco to more than 40 business
and vacation destinations. To learn more about the company, visit
the Web site at http://www.ata.com
BALTIMORE MARINE: Assets Sold at Wednesday Auction for $11.25MM
---------------------------------------------------------------
Baltimore Marine Industries, owned by Veritas Capital, the company
that purchased the failed Bethlehem Steel Corporation's Sparrows
Point shipyard business, sold at auction on Wednesday amid active
bidding.
Michael Fox International, Inc., an international auction and
appraisal company whose headquarters are in Owings Mills,
Maryland, was retained through the U.S. Bankruptcy Court to market
the real estate and machinery in bulk as an entirety.
A large crowd of several hundred people witnessed and participated
in the bidding for the bulk offering. When the final bids were
acknowledged, the machinery and equipment sold for $2 million and
the real estate for $9.25 million. "We often handle sales of this
size and for this sale, our global marketing efforts found the
right buyer with the right amount of vision," said David Fox,
Chief Executive Officer of Michael Fox International.
A unique and valuable property consisting of approximately 250
acres with one mile of waterfront and containing numerous
buildings, the property has a view of the Harbor all the way to
the Key Bridge. At press time, the new owner had not decided what
they are going to do with the property, but they do plan on
reopening it in some capacity. "We are particularly pleased that
we were able to maximize the proceeds for the estate and help
create local jobs by selling this facility intact to one buyer,"
said Mr. Fox.
At its peak Baltimore Marine Industries employed 775 employees.
The shipyard provided multiple repair, conversion and new
construction services as well as custom cutting and forming of
steel plates.
Michael Fox International Inc. is the United States leader in the
sale, liquidation, auction and appraisal of machinery and
equipment, inventories, business assets, and real estate. Part of
the GoIndustry Group, one of the world's largest industrial asset
sales and service organizations, with over 250 employees in 20
countries and 39 offices, Michael Fox International offers North
American service with global reach. Serving the corporate,
financial and legal communities, Michael Fox International
provides asset disposition systems and services that can be
tailored to the unique needs of each client. Not only is Michael
Fox International an expert in traditional auctions, but it also
has the world's leading web-based asset management and disposition
system. Michael Fox International's unique technology enables it
to sell assets via Intranet or Internet using web-based and
webcast sales. Michael Fox International was founded in Baltimore,
Maryland, in 1946 by Michael Fox.
BEVSYSTEMS INT'L: Life O2 November Sales Exceed Expectations
------------------------------------------------------------
BEVsystems International, Inc. (Pink Sheets:BEVI) has set a new
monthly sales record for Life O2 SuperOxygenated water.
Robert Tatum, BEVsystems' CEO, said, "We are not even halfway
through November and we have already accomplished a record month
for sales of Life 02 SuperOxygenated water. Our sales for the
first part of November 2003 include over 6,000 cases of Life O2 as
compared to our previous best month of 5,200 cases for the entire
month of April 2002." Tatum went on to say that, "If sales of Life
O2 continue to grow, we believe that the current quarter may be
our best with respect to sales. We believe this increase in sales
is the result of our celebrity athletes endorsement program. All
of our sales are for the new Terrell Owens Life O2 SuperOxygenated
water."
The product featuring Terrell Owens is now being shipped to
distribution centers in San Francisco, Miami, Washington DC, and
Atlanta. The unique see-through label features two photos of this
famous San Francisco 49ers' receiver, his statistics and
autograph.
One of the most sought-after free agents in the National Football
League in 2003, Buffalo Bills' Linebacker Takeo Spikes, will soon
have his own Life 02 SuperOxygenated water. It is now in
production and is slated for release later this month.
Life 02 SuperOxygenated water for Atlanta Falcons' Keith Brooking,
an All-Pro Linebacker in the National Football League will be
released in late November.
BEVsystems previously announced the program established for Life
02 endorsements by celebrity athletes. The athletes have agreed to
publicly endorsed Life 02 and to promote the benefits of consuming
SuperOxygenated water in their daily regimen, wear Life 02 branded
merchandise, attend autograph signing events at outlets that carry
Life 02 and share the Life 02 story with their fans and teammates.
Utilizing the marketing expertise of Benchmark Career Fund, an
Atlanta, Georgia based company that specializes in developing and
managing sponsorship/endorsement opportunities for its celebrity
clients, BEVsystems goal is to rapidly increase its Life 02 brand
awareness and sales. With the images and testimonies from selected
high profile athletes and celebrities, the association with well-
known endorsees is the next step in growing the already
established consumer base for Life O2. Life 02 continues to gain
popularity amongst professional athletes that have discovered the
beverage's excellent hydration properties.
Miami-based BEVsystems International, Inc. (Pink Sheets:BEVI) owns
the internationally distributed oxygen-enhanced bottled water
brand, Life 02, and the proprietary Life 02 SuperOxygenation
process. Life 02 is SuperOxygenated performance water. This
technology allows BEVsystems to infuse its Life 02 brand and
global co-branded products with up to 15 times (1,500%) more
oxygen than ordinary bottled water. The Company's intellectual
property includes 25 patents issued in the US and foreign
countries. Life 02 and other co-branded products that utilize the
Life 02 SuperOxygenated process are available in 31 countries
worldwide. Visit http://www.bevsystems.comfor more information.
* * *
Going Concern Uncertainty
As previously reported in Troubled Company Reporter, BevSystems
International, Inc.'s primary source of liquidity has historically
consisted of sales of equity securities and debt instruments. The
Company is currently engaged in discussions with numerous parties
with respect to raising additional capital. The Company has
incurred operating losses, negative cash flows from operating
activities and has negative working capital.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern. The Company has initiated
several actions to generate working capital and improve operating
performances, including equity and debt financing. There can be no
assurance that the Company will be able to successfully implement
its plans, or if such plans are successfully implemented, that the
Company will achieve its goals.
Furthermore, if the Company is unable to raise additional funds,
it may be required to reduce its workforce, reduce compensation
levels, reduce dependency on outside consultants, modify its
growth and operating plans, and even be forced to terminate
operations completely. The Company does not intend to manufacture
bottled water products without firm orders in hand for its
products. The Company intends to expend costs over the next twelve
months in advertising, marketing and distribution. These costs are
expected to be expended prior to the receipt of significant
revenues. There can be no assurance that the company will generate
significant revenues as a result of its investment in advertising,
marketing and distribution and there can be no assurance that the
company will be able to continue to attract the capital required
to fund its business plan. However, the Company has no definitive
plans or arrangements in place with respect to additional capital
sources at this time. The Company has no lines of credit available
to it at this time. There is no assurance that additional capital
will be available to the Company when or if required.
CABLE & WIRELESS: Resolves Patent Infringement Suits with Akamai
----------------------------------------------------------------
Akamai Technologies, Inc. (NASDAQ: AKAM) announced that, under the
terms of a new agreement, Cable and Wireless Internet Services,
Inc., has agreed to dismiss lawsuits against Akamai in Boston, San
Francisco and London alleging that Akamai's EdgeSuite(R) services
infringe several different CWIS patents.
Akamai did not admit liability or make any payments in connection
with these dismissals. As part of the settlement, Akamai agreed to
dismiss several lawsuits that it had brought against CWIS. In
addition, Akamai and CWIS have agreed not to sue each other for a
period of five years with respect to the patents and their
respective service offerings that had been at issue in these
cases.
This agreement does not impact Akamai's existing damages suit
against CWIS in connection with U.S. Patent No. 6,108,703. In
2001, a jury in Boston found CWIS was infringing that patent.
Akamai will continue to press that case separately to try to
obtain compensation for past infringement, and a damages trial in
connection with that suit is expected next year.
"We are pleased that these patent infringement cases against our
EdgeSuite service offering will be dismissed," said Melanie
Haratunian, Akamai General Counsel. "Independently, we will
continue to pursue our damages claim."
Akamai(R) - The Business Internet, is the world's largest on
demand distributed computing platform for conducting profitable e-
business. Overcoming the inherent limitations of the Internet,
Akamai's services ensure a high-performing, scalable, and secure
environment for organizations to cost effectively extend and
control their e-business infrastructure. Headquartered in
Cambridge, Massachusetts, Akamai's industry-leading services,
matched with world-class customer care, are used by hundreds of
today's most successful enterprises and government agencies around
the globe. For more information, visit http://www.akamai.com
* * *
As previously reported, Fitch Ratings affirmed its 'BB+' Long-term
rating and 'B' Short-term rating for Cable & Wireless PLC. The
Outlook is Negative.
In its report, Fitch recognized that C&W's financial flexibility
will be enhanced following the release of GBP1.5bn from an escrow
account held to the order of Deutsche Telekom AG, after the
payment of GBP380m to the Inland Revenue to settle its tax
position up to 31 March 2001. Nevertheless, substantial
uncertainties remain with regard to the leadership and strategic
direction of the group. The C&W Global business model is still
unproven and the C&W Regional incumbent telecommunications service
provider businesses continue to face increasing liberalization and
competition.
According to a report by Web Hosting Industry Review, Cable &
Wireless' U.S. Web hosting division would soon file for creditor
protection under the federal bankruptcy laws.
CADKEY CORP: Kubotek Pitches Highest Bid for CADKEY's Assets
------------------------------------------------------------
IMSI(R) (OTC Bulletin Board: IMSI), a leading developer of visual
content, design, and graphics software, announced the termination
of its bid to acquire substantially all of the assets of CADKEY
Corporation of Marlborough, Massachusetts., through an auction
sale.
CADKEY was acquired by Kubotek Corporation of Japan when IMSI
chose not to increase its initial bid of $2,500,000 based on its
evaluation of CADKEY's recent performance and the potential for
future litigation. As a result of the termination, the Company
will receive a break up fee of $45,000 and be reimbursed for
$225,000 of professional fees advanced to CADKEY.
"We continue to pursue acquisitions of precision design and
business service applications which will be accretive to the
company's earnings in the near term," stated Martin Wade, CEO of
IMSI. "We believe that the company has the ability to close other
transactions which will have greater long term value to IMSI
shareholders."
CADKEY filed a voluntary petition under Chapter 11 of the
Bankruptcy Code on August 22, 2003 in the U.S. Bankruptcy Court in
Worcester, Massachusetts. The sale of its assets was conditioned
upon court approval pursuant to Section 363 of the U.S. Bankruptcy
Code.
Founded in 1982, IMSI has established a tradition of providing the
professional and home user with innovative technology and easy-to-
use, high- quality software products at affordable prices. The
company maintains two business divisions. The Precision Design
division, anchored by IMSI's flagship product, TurboCAD(R) and its
recently acquired DesignCAD(TM) line, also develops and markets
other visual content and design software such as FloorPlan(R) 3D.
The Business Applications division provides businesses and end
users with software solutions through its popular products such as
TurboProject(R), FormTool(R), FlowCharts&More(TM), HiJaak(R) and
TurboTyping(TM). This division also provides ergonomic and
keyboard training to Fortune 1000 companies for worker-related
safety, productivity, and ergonomic compliance improvements
through Keynomics, a wholly owned subsidiary of IMSI. More
information about IMSI can be found at http://www.imsisoft.com
CALPINE: Proposed $600M Sr. Unsec. Notes Get S&P's Junk Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Calpine Corp.'s planned $400 million second priority senior
secured notes and its 'CCC+' rating to the planned $600 million
senior unsecured convertible notes.
The outlook is negative. The proceeds will be used to refinance
existing debt.
Calpine is a San Jose, California-based corporation engaged in the
development, acquisition, ownership, and operation of power
generation facilities.
"The negative outlook reflects Calpine's weak financial ratios,
considerable liquidity needs through 2004, and the execution risk
of raising needed cash through a combination of asset sales and
debt financings," said Standard & Poor's credit analyst Jeffrey
Wolinsky.
"Should Calpine's financial performance deteriorate further, which
would include a move towards higher leverage than anticipated, or
if the company cannot refinance nearing maturities, or both, the
ratings could be lowered," continued Mr. Wolinsky.
Calpine's current operating portfolio, principally in the U.S,
consists of 89 operating projects with a net ownership interest in
more than 22,200 MW.
COLLINS & AIKMAN: Initiates Strategy for New Business
-----------------------------------------------------
Under the new leadership of Chairman and CEO David Stockman,
Collins & Aikman Corporation (NYSE: CKC) has evaluated and refined
the Company's strategy towards future business.
The Company has adopted "a strong new imperative," said Stockman.
"We will aggressively pursue sales growth -- but only if the
prospective, risk-adjusted investment return meets new, more
stringent hurdle rates." In the automotive supply industry, new
business is always 2 to 3 years out, but is heavily front-loaded
in terms of E&D expense, tooling investment and capital
investment.
Stockman continued, "Our new approach will permit us to better
shepherd our financial resources in the near term while allocating
existing assets and future investment spending to the most
promising new opportunities available to us. Our recently
announced new business wins reflect this revised approach and
ensure improved utilization of our existing cash resources and
future capital investment."
Consistent with this new growth and investment discipline, the
Company has evaluated certain future business awards already in
its backlog and concluded that certain programs are not consistent
with these higher hurdle rates. A case in point is
DaimlerChrysler's D-Segment (mid-size) vehicle, on which Collins &
Aikman was awarded the interior trim package last April but which
would not produce revenue until mid-2006 at the earliest. Stockman
estimated that "the program would require front-end investment of
over $50 million plus significant givebacks on current business."
Because of the inherent volume risks in the congested mid-size
segment, the returns looked less promising than many alternatives
the Company is currently pursuing. Therefore, Collins & Aikman
has fully accommodated Chrysler's effort to transition the
D-Segment to another supplier.
Stockman continued, "In this context let us be very clear. We are
in the business of gaining more business but not at any price.
Let us also make clear this involves a discreet and specific
investment decision. We obviously value our relationship with
DaimlerChrysler and remain dedicated to world-class performance on
all existing and future work they may award us."
Collins & Aikman is currently launching multiple programs for
DaimlerChrysler that are critical for both companies and remains
fully committed to support flawless launches in all of these
programs. This year, the Company has already launched major
interior content on the Chrysler Pacifica and the all-new Dodge
Durango. Collins & Aikman also has committed resources at
multiple facilities in support of Chrysler's minivan refresh
launching in early 2004. Other expected 2004 launches well
underway include DaimlerChrysler's next generation full-sized
passenger car (LX platform) and the new Dodge Dakota pickup truck.
Stockman concluded, "The Company generally does not comment on
specific out-year programs, because we are aggressively targeting
new business awards with multi-billion dollar annual volume beyond
2006. In that process, we expect wins and losses, but we are
focused on our strategic objective to rebalance our customer mix
to better align with current and projected OEM market share
trends. We also maintain our confidence, as previously stated
publicly, that our back-log of net new business will grow
substantially over the next two to four years."
Collins & Aikman Corporation (S&P, B+ Corporate Credit Rating,
Negative), a Fortune 500 company, is a global leader in cockpit
modules and automotive floor and acoustic systems and a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems. The Company's current
operations span the globe through 15 countries, more than 100
facilities and over 25,000 employees who are committed to
achieving total excellence. Collins & Aikman's high-quality
products combine superior design, styling and manufacturing
capabilities with NVH "quiet" technologies that are among the most
effective in the industry. Information about Collins & Aikman is
available on the Internet at http://www.collinsaikman.com
CONSOL ENERGY: James E. Altmeyer Sr. Named to Board of Directors
----------------------------------------------------------------
CONSOL Energy Inc. (NYSE: CNX) has elected James E. Altmeyer, Sr.
a Wheeling, West Virginia, business executive, to the Board of
Directors of CONSOL Energy Inc.
He will serve until the next election of directors at the annual
meeting of shareholders, expected to be scheduled in late April
2004. In connection with Mr. Altmeyer's election, the Board of
Directors also increased the number of seats on the Board to nine
from eight.
Mr. Altmeyer was nominated by the investment-banking firm of
Friedman, Billings, Ramsey & Co., Inc., pursuant to a provision of
the Placement Agreement dated September 18, 2003 between and among
CONSOL Energy Inc., RWE Rheinbraun AG and FBR related to recent
private placement sales of CONSOL Energy common stock. Mr.
Altmeyer serves as an independent director.
"We are pleased to have Jim join our Board," said J. Brett Harvey,
president and chief executive officer. "His leadership and
business experience will bring additional depth to our Board. And
his familiarity with the region where most of our assets and a
large part of our customer base are located will be a plus for
us."
Mr. Altmeyer is president of Altmeyer Funeral Homes, Inc. of West
Virginia, Ohio, and Virginia. He is a former member of the West
Virginia House of Delegates. He serves in leadership capacities
for many civic associations in the Wheeling area, including a
current position as a member of the Executive Committee of the
Board of Directors of Wheeling Hospital. He also serves on the
Board of Directors of Wesbanco, Inc., a multibank holding company
in West Virginia and Ohio.
Mr. Altmeyer is a 1961 graduate of the U.S. Military Academy, West
Point, NY. He had a distinguished 11-year military career, where
his numerous combat awards included the Silver Star and three
Bronze Stars. In 1972, Mr. Altmeyer served as Military Assistant
to Ambassadors Ellsworth Bunker and Charles Whitehouse at the
American Embassy, South Vietnam.
Members of the CONSOL Energy Inc. Board of Directors currently
include: John L. Whitmire, Chairman; J. Brett Harvey, President
and Chief Executive Office; independent directors Philip W. Baxter
and Patricia A. Hammick; and RWE representatives, Berthold
Bonekamp and Dr. Rolf Zimmermann. The Board of Directors currently
has two open seats. A search for qualified candidates is being
conducted.
CONSOL Energy Inc. (S&P, BB Senior Unsecured Debt Rating, Stable)
is the largest producer of high-Btu bituminous coal in the United
States, and the largest exporter of U.S. coal. CONSOL Energy has
20 bituminous coal mining complexes in seven states and in
Australia. In addition, the company is one of the largest U.S.
producers of coalbed methane, with daily gas production of
approximately 135 million cubic feet. The company also produces
electricity from coalbed methane at a joint-venture generating
facility in Virginia. CONSOL Energy has annual revenues of $2.2
billion. It received a U.S. Environmental Protection Agency 2002
Climate Protection Award, and received the U.S. Department of the
Interior's Office of Surface Mining 2003 and 2002 National Award
for Excellence in Surface Mining for the company's innovative
reclamation practices in southern Illinois. Additional information
about the company can be found at its Web
site: http://www.consolenergy.com
CYTOMEDIX INC.: Arkansas Court Will Handle Bennett Litigation
-------------------------------------------------------------
Judge Bucklo of the U.S. District Court for the Northern District
of Illinois, Eastern Division, rendered an opinion in the
adversary proceeding brought by Chapter 11 Debtor Cytomedix Inc.,
against its Creditors, Bennett Wound Therapy Centers of Arkansas
LLC (d/b/a Bennett Wound Therapy Center and Bennett Wound Therapy
Clinic), Bennett Medical LLC and Dr. Keith G. Bennett, alleging
breach of contract, patent infringement and unfair competition
counterclaims. Judge Bucklo denies Bennett's motion to dismiss
and decides to transfer venue to Arkansas for the consideration
and resolution of the Debtor's three allegations, along with
Bennett's motion to compel arbitration of the breach of contract
claim. Judge Bucklo additionally refers Cytomedix's objections to
Bennett's claims back to the Bankruptcy Court for resolution.
Subject Matter & Personal Jurisdiction
The Defendants argue they do not have minimum contacts with
Illinois sufficient for Judge Bucklo to exercise personal
jurisdiction over them. Cytomedix does not allege any connection
between any defendant and Illinois; Dr. Bennett resides in
Arkansas; Bennett Medical is a limited liability company organized
under Arkansas law; and the Bennett Wound Therapy Centers also
maintains its principal place of business in Arkansas.
Nonetheless, Judge Bucklo concludes that the named defendants, all
residents of or located in Arkansas, have sufficient minimum
contacts with the United States so that exercising personal
jurisdiction over them is constitutional. Judge Bucklo rests her
conclusion on Bankruptcy Rule 7004(d), which provides for
nationwide service of process, and applies to all adversary
proceedings, regardless of whether they transpire in bankruptcy or
district court.
Judge Bucklo -- applying the rule more specifically to the U.S.
District Court -- says that when a district court exercising
subject matter jurisdiction under 28 U.S.C. Sec. 1334 seeks to
assert personal jurisdiction over a defendant under the nationwide
service provision of Bankruptcy Rule 7004(d), the relevant
constitutional inquiry is a Fifth Amendment due process inquiry
into minimum contacts with the United States as a whole, not a
Fourteenth Amendment inquiry into minimum contacts with the forum
state. Here, the Defendants are all residents of or located in
Arkansas, have sufficient minimum contacts with the United States,
and exercising personal jurisdiction over them is constitutional.
Judge Bucklo Sends the Lawsuit to Arkansas
The Defendants argue that venue is improper in the U.S. District
Court in Illinois, and wants the patent infringement claims
resolved in the Western District of Arkansas. Judge Bucklo writes
that a corporate defendant is subject to venue anywhere it is
subject to personal jurisdiction. However, an individual in a
patent infringement case is only subject to venue "where the
defendant resides, or where the individual defendant has committed
acts of infringement and has a regular and established place of
business." 28 U.S.C. Sec. 1400(b). Venue in Illinois would not be
proper for the individual defendant, Dr. Keith Bennett, under
either prong of the test, Judge Bucklo says.
Because the patent infringement claims against Dr. Bennett
individually must be severed and transferred to Arkansas, and
because Bennett Medical is incorporated in Arkansas and both
corporations have their principal places of business there, such
that the Arkansas venue would also be proper for the corporations,
Judge Bucklo concludes it would be appropriate to transfer the
breach of contract and unfair competition allegations to Arkansas
in the interests of judicial efficiency. The transfer is all the
more appropriate and a supporter of efficiency since all the
claims involve largely the same factual matters, Judge Bucklo
adds. Judge Bucklo will leave it up to the Arkansas court to
decide whether to compel arbitration of that claim as sought by
defendants.
Judge Bucklo's decision in Cytomedix Inc. v. Keith G. Bennett, et
al., No. 02 C 7459 (N.D. Ill. Sept. 30, 2003) will be reported at
299 B.R. 878.
DALLAS MINNESOTA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Dallas Minnesota Investment LLC
3433 Broadway Street NE
255 Broadway Place E
Minneapolis, Minnesota 55413
Bankruptcy Case No.: 03-47635
Type of Business: Owning and operating an office building in
Dallas, Texas.
Chapter 11 Petition Date: October 29, 2003
Court: District of Minnesota (Minneapolis)
Judge: Nancy C. Dreher
Debtor's Counsel: William I. Kampf, ESq.
Kampf & Associates, P.A.
821 Marquette Avenue
Minneapolis MN 55402
Tel: 612-339-0522
Total Assets: $10,778,285
Total Debts: $10,783,231
Debtor's 20 Largest Unsecured Creditors:
Entity Claim Amount
------ ------------
TXU Electric $709,106
PO Box 660161
Dallas TX 75266
David Childs $563,357
Tax Assessor
PO Box 660242
Dallas TX 75266
Hartford Security $35,053
Box, Blake $34,925
Vial, Hamilton, Koch & Knox $26,767
Thyssen Krupp Elevator $22,564
Building Service Inc $20,155
Fredrickson & Byron $16,049
Est Service Inc $8,443
The Travelers $5,649
BGO Architects $5,572
Bank One $5,400
Botany 2000 Inc. $4,767
Community Waste Disposal $3,577
Blatt, Kleinbaum, Summerfield $3,100
City of Dallas $2,545
Jones Commercial Interior $1,708
Precision Water Technology $1,461
Renco Construction Inc. $1,136
Business Marketing Source $1,055
DIGITAL FUSION: Sept. 30 Working Capital Deficit Widens to $200K
----------------------------------------------------------------
Digital Fusion, Inc. (OTCBB:DIGF), a business and information
technology services provider, announced financial results for the
third quarter ended September 30, 2003.
Financial Comparisons
For the quarter ended September 30, 2003, revenues were $1.7
million versus $2.1 million for the same quarter in the previous
year. The decrease in revenues during the third quarter 2003
compared to the same period last year was primarily due to the
reduction in IT spending by our customers. Net loss for the
quarter ended September 30, 2003 was $34,000 versus $261,000 for
the same quarter in the previous year. During the quarter ended
September 30, 2003, accrued liabilities were reduced $91,000 as
part of the quarterly review process. The net loss for the quarter
ended September 30, 2003 excluding the liabilities reduction was
$125,000.
For the nine months ended September 30, 2003, revenues were $4.9
million versus $7.5 million for the nine-month period in the
previous year. The decrease in revenues during the nine months
ended September 30, 2003 compared to the same period last year was
primarily due to the reduction in IT spending by our customers.
Net loss for the nine months ended September 30, 2003 was $563,000
compared to net income for the nine months ended September 30,
2002 of $1,016,000. During the nine months ended September 30,
2002, the Company recorded a gain on forgiveness of legacy debts
of $1.6 million and reduced its severance and restructuring
accrual by $182,000. The net loss excluding these items for the
nine months ended September 30, 2002 was $751,000.
At September 30, 2003, Digital Fusion's balance sheet shows that
its total current liabilities exceeded its total current assets by
about $200,000, while an accumulated deficit of about $39 million
further shrank the company's net capitalization to a little over
$2 million.
Business Discussion
Revenues between the second and third quarter of 2003 were flat at
approximately $1.6 million. Consulting operating margins decreased
slightly from 27% to 26.4% between the second and third quarter of
2003. However, the month of September 2003 consulting operating
margin increased to 29%. Excluding the $91,000 gain from the
accrued liabilities reduction, selling, general and administrative
expenses as a percentage of revenue for the quarter ended
September 30, 2003 fell to 29% from 37% and 33% in the first and
second quarter respectively.
Revenue from product sales through the company's General Services
Administration schedule for the quarter ended September 30, 2003
increased 300% to $174,000 compared to the second quarter 2003.
The company expects to increase product revenue through its GSA
schedule and commercially in fiscal year 2004. The company sells
help desk management software to Information Technology buyers and
follows up these sales by introducing the new clients to its
consulting services offerings.
Management Comments
"I'm very pleased with Digital Fusion's continued operating
improvements and steady progress, particularly in the month of
September when we returned to profitability," said Nick Loglisci,
Chairman of the Board. "The priority of the management team is
properly set on increasing sales, keeping consultant utilization
rates high and containing costs."
"We are seeing growth in our commercial and government consulting
pipelines," said Roy Crippen, president and chief executive
officer. "We believe this is a result of our increased sales
investment and, more importantly, technology spending beginning to
increase. Customers are beginning to re-evaluate projects that
were previously shelved due to lack of funding."
Digital Fusion is a business and information technology consulting
company helping its customers make the most of technology to
access business information, enhance the performance of their
human resources and meet their business needs.
Digital Fusion provides a range of services in business process
and application strategy and development, including Application
Development and Data Management, Systems Integration and IT
Support. Based in the eastern U.S., Digital Fusion has offices in
Washington D.C., Philadelphia, Orlando, Huntsville, and New
Jersey. For additional information about Digital Fusion visit
http://www.digitalfusion.com
DII IND.: Halliburton Extends Debt Exchange Offer for Debentures
----------------------------------------------------------------
Halliburton (NYSE: HAL) is extending until 5:00 p.m. New York City
time, on November 19, 2003, the expiration date of the offer by
Halliburton to issue its new 7.6% debentures due 2096 in exchange
for a like amount of 7.60% debentures due 2096 of its subsidiary,
DII Industries, LLC.
As of 5:00 p.m., New York City time, on November 5, 2003, which
was the original expiration date for the exchange offer, holders
of approximately 97% of the outstanding DII Industries debentures
had tendered for exchange.
The exchange offer is being offered in connection with DII
Industries' solicitation of consents to amend the indenture
governing the DII Industries debentures. As previously announced,
as of 5:00 p.m., New York City time, on October 24, 2003, the
consent payment deadline, DII Industries had received consents
from holders of more than 95% of the principal amount of
outstanding DII Industries debentures. These consents have been
accepted and have become and remain irrevocable, and DII
Industries has amended the indenture governing its 7.6%
debentures. The amendments will take effect when the exchange
offer is completed. One of the remaining conditions to the
exchange offer and the effectiveness of the indenture amendment is
that all prerequisites shall have been satisfied for concluding
the proposed settlement of asbestos and silica claims of
Halliburton's subsidiaries. Halliburton may further extend the
exchange offer until this and other conditions to the exchange
offer have been satisfied. Holders tendering DII Industries
debentures may withdraw tendered debentures up until the extended
exchange offer expiration date.
The exchange offer and consent solicitation are subject to the
terms and conditions of the Offering Memorandum and Consent
Solicitation Statement dated October 9, 2003. This announcement
amends and supplements the Offering Memorandum and the related
letter of transmittal with respect to the matters described above.
All other terms and conditions of the Offering Memorandum and the
related letter of transmittal remain in full force and effect.
Halliburton, founded in 1919, is one of the world's largest
providers of products and services to the petroleum and energy
industries. The company serves its customers with a broad range
of products and services through its Energy Services and
Engineering and Construction Groups. The company's World Wide Web
site can be accessed at http://www.halliburton.com
ENRON CORP: Will Auction-Off Sithe Assets on November 18, 2003
--------------------------------------------------------------
Pursuant to their intent to sell the Sithe Assets to RCMF Debt
LLC, RCP Debt LLC and Sithe/Independence Equity LLC, the Enron
Debtors wish to subject the agreed purchase price to higher or
better bids through an auction. Accordingly, at the Debtors'
request, Judge Gonzalez rules that:
(a) The Debtors may conduct an Auction on November 18, 2003,
commencing at 10:00 a.m. (New York Time) at the offices
of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New
York, New York 10153 for consideration of qualifying
offers that may be presented to the Debtors;
(b) The Debtors may pay the Purchaser its actual expenses no
later than the earlier of three business days after the
effective date of any termination of the Purchase Price
by ENA or Oswego or the consummation of an Alternative
Transaction;
(c) The Debtors must provide notice of the Sale to all
parties-in-interest in accordance with the Court's Case
Management Order;
(d) The Court will conduct the Sale Hearing on November 20,
2003; and
(e) Parties-in-Interest must file in writing their objection
to the Sale by November 17, 2003.
The Court also sets, among other things, these bidding provisions:
(a) Each Competing Bid must be accompanied by a cash deposit
of at least $41,250,000;
(b) The initial overbid must be at least $5,450,000 greater
than the Total Base Purchase Price; and
(c) Subsequent bids at the Auction, including those of the
Purchaser, must be in increments of at least $2,000,000
than the highest prior bid.
Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, in New
York, notes that the bidding procedures are fair and reasonable
because:
-- it ensures that the Assets are sold for the highest or
best offer attainable;
-- it provides flexibility for parties to modify the terms of
the Purchase Agreement so long as the modifications does
not deviate much of the original terms and conditions;
-- the time frame given allows the Debtors to evaluate any
offer;
-- it will initiate an overbid process at a floor that is
desirable;
-- the deadlines would permit the Court to consider the
evidence introduced and the arguments presented at the Sale
Hearing, as well as facilitate the Debtors' desire to
quickly sell the Assets to prevent loss in value;
-- it will foster competitive bidding for the Assets; and
-- it will confer a benefit to the Debtors that is at least
equal to the amount of the Purchaser's Actual Expenses.
(Enron Bankruptcy News, Issue No. 86; Bankruptcy Creditors'
Service, Inc., 609/392-0900)
EXABYTE CORP: Sept. 27 Net Capital Deficit Widens to $23 Million
----------------------------------------------------------------
Exabyte Corporation (OTCBB:EXBT), a performance and value leader
in tape backup systems, reported increased revenue of $24.5
million and a net loss of $12.6 million for the third quarter
ended September 27, 2003.
In the prior quarter, the Company recorded revenue of $22.7
million and a net loss of $5.0 million. The $12.3 million net loss
includes $12.9 million of non-cash or special charges related to
lease terminations, over advance guarantees with the Company's
bank and foreign currency fluctuations.
Third quarter revenue includes $1.6 million for sales of service
parts and inventory to Teleplan International, Inc. as part of an
agreement to outsource the Company's Depot Repair Service
operations. Gross profit margin improved to 36 percent versus 28
percent in the second quarter as a result of a higher than normal
gross margin contribution from sales to Teleplan, further
reductions in overhead costs, and more consistent product costs
during the quarter. The third quarter operating loss of $3.4
million includes a $4.7 million special charge relating to the
termination of certain real estate leases. Operating loss for the
second quarter was $1.8 million.
Total operating expenses in the quarter were $12.2 million,
including the $4.7 million special charge for lease terminations
noted above, compared to second quarter operating expenses of $8.2
million. Total spending for selling, general and administrative
expense and research and development expense decreased eight
percent in the third quarter to $7.5 million from $8.2 million in
the earlier quarter as a result of management's continued focus on
reducing and controlling costs.
The third quarter net loss of $12.6 million includes $12.9 million
of non-cash or special charges compared with a second quarter net
loss of $5.0 million, which included non-cash interest expense of
$2.5 million related to common stock issued in exchange for over
advance guarantees made by guarantors in favor of Silicon Valley
Bank. The over advance guarantees remained in effect for the third
quarter and additional common stock was issued to guarantors that
was valued at $7.0 million due to a significant increase in the
market price of the Company's common shares during September,
2003. The Company also recorded a non-cash loss for the quarter on
foreign currency fluctuation of $1.2 million due primarily to the
re-measurement of a Japanese yen denominated note payable to a
supplier.
Significant changes to the Company's balance sheet include a
reduction in accounts receivable from $19.1 million at the end of
the second quarter to $17.6 million at the end of September due to
significantly improved cash collections and lower days' sales
outstanding at the end of the quarter. Accounts payable decreased
to $9.3 million from $15.9 million at the end of the second
quarter, primarily due to the conversion of $4.5 million of
current payables to long-term debt. The current portion of notes
payable to suppliers decreased from $16.4 million at the end of
June to $12.6 million at the end of the third quarter, due to a
combination of payments made in the quarter and the negotiated
extension to the schedule of payments for the largest of the
notes.
At September 27, 2003, Exabyte's balance sheet shows a working
capital deficit of about $15 million, and a total shareholders'
equity deficit of about $23 million.
"During the quarter, we continued to execute the steps required to
streamline the company," said Tom Ward, president and CEO of
Exabyte. "Consolidating the Company's facilities has led to
increased efficiency that will further our team's efforts to seize
the opportunities ahead. I am encouraged by our progress. We're
seeing steady growth in sales of our VXA products and remain
confident in the exciting potential of that business."
The Company will hold a conference call to discuss third quarter
results tomorrow at 9:00 a.m. (Mountain Time). Interested parties
can join the call by dialing 800-901-5248 in the U.S. and 617-786-
4512 internationally and entering the conference call ID,
"39955433." The call will also be webcast and can be accessed at
the company web site after 5:00 p.m. on November 12.
Exabyte Corporation (OTCBB:EXBT) provides innovative tape storage
solutions to customers whose top buying criteria is value:
capacity/price, speed, data reliability and ease-of-use. Exabyte,
an industry innovator since 1987, is the recognized value-leader
in tape storage and automation solutions for servers,
workstations, LANs and SANs. With groundbreaking VXA Packet
Technology, the most significant advancement in tape in the last
decade, Exabyte's VXA-2 solutions provide SMB and departmental
users dramatically higher capacity, speed and data reliability at
competitive prices. Exabyte's drives and automation products are
rugged, robust and reliable solutions for users of VXAtape(TM),
LTO(TM) (Ultrium(TM)) and MammothTape(TM). Exabyte has a worldwide
network of OEMs, distributors and resellers that share the
company's commitment to value and customer service, including
partners such as IBM, HP, Fujitsu Siemens Computers, Bull,
Toshiba, Logitec, Apple Computer, Kontron, Tech Data, Ingram
Micro, CDW and Arrow Electronics.
For additional information, visit http://www.exabyte.com
EZENIA! INC: Sept. 30 Net Capital Deficit Narrows to $10,000
------------------------------------------------------------
Ezenia! Inc. (OTC Bulletin Board: EZEN), a leading provider of
real-time collaboration solutions for corporate and government
networks and eBusiness, reported its operating results for its
fiscal third quarter and nine months ended September 30, 2003.
As reported, the Company generated revenues of $1.6 million for
the third quarter of 2003, compared to $2.7 million for the
corresponding period of the previous year. For the nine months
ended September 30, 2003, reported revenues were $6.1 million, as
compared with $8.5 million for the nine months ended September 30,
2002.
Net loss for the fiscal third quarter and nine months ended
September 30, 2003 was $619,000 and $1.4 million, respectively,
compared to a reported net loss for the quarter and nine months
ended September 30, 2002 of $976,000 and $21.4 million,
respectively. The net loss for the quarter and nine months ended
September 30, 2002 included a gain on the sale of certain patents
associated with its videoconferencing business of $1.3 million. In
addition, the reported net loss for the nine month period ended
September 30, 2002 included the effect of a write-down of
inventory of approximately $2.3 million, a provision for
impairment of long-lived assets of approximately $2.1 million, and
a write-off of goodwill of $10.7 million related to the adoption
of a new accounting standard.
Ezenia! Inc.'s September 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $10,000.
"As referenced in the press release discussing our financial
results last quarter, orders booked for the InfoWorkSpace software
product in our fiscal second quarter 2003 fell short of
expectations," noted Khoa Nguyen, Ezenia! Chairman and CEO.
"Because of the way our orders are properly accounted for under
Generally Accepted Accounting Principles (GAAP), the majority of
reported revenues for InfoWorkSpace orders will not be recognized
in the quarter the order is received, but rather in subsequent
quarters. Thus, this second quarter order shortfall had a
considerably negative impact on our reported revenues in this
third fiscal quarter of 2003. A significant reason for the second
quarter order shortfall was the lengthy delay in the issuance of
the interim and final reports from the Joint Interoperability Test
Command and the Defense Information System Agency, certifying that
InfoWorkSpace Version 2.5 had successfully complied with the
Interoperability requirements as an enhancement to the Department
of Defense Collaborative Tool Suite. The interim report was not
issued until late June 2003, and we did not receive the final
report until July 2003."
"As a result, our reported revenues for the third quarter 2003 of
$1.6 million were well below our revenues of $2.1 million reported
in the prior quarter. In addition, we experienced weakness in
certain other important financial areas in this third quarter 2003
compared to the prior quarter, including a decline in our reported
gross margins from 44.2% to 37.3%, and a decrease in our closing
cash balance from $1.7 million in June 2003 to approximately
$964,000 at the end of September 2003. Also, as expected, we
continue to see a decline in sales of traditional
videoconferencing products and services."
"While our reported results for the third quarter and first nine
months of 2003 are disappointing, there were key aspects to our
business this quarter that, to the contrary, we felt were very
encouraging," continued Mr. Nguyen. "Even with the decreased
revenues recognized in this third quarter resulting from our order
shortfall in the prior quarter, we were still able to realize a 7%
increase in reported InfoWorkSpace revenues in the third quarter
of 2003 over the same period last year, and a 21% increase in the
nine-month period year over year. Additionally, with a continuing
keen focus on cost control, we have significantly reduced our
quarterly operating expenses, to $1.2 million in the third quarter
2003, compared with $3.5 million in the same period last year, in
our effort to reduce the threshold for achieving at least
breakeven operating results in future quarters."
"Most significantly, our orders received in the third quarter 2003
were highly encouraging. Our recent press release highlighted
three of the U.S. Department of Defense customer orders received
in the third quarter, which were among others received after the
release of the Interoperability certification by JITC/DISA, that
we believe indicate that InfoWorkSpace is the collaboration tool
of choice within the DoD and the Intelligence Community. The first
benefit to us of these stronger third quarter orders has already
been realized, as our cash collections since the end of September
2003 have enabled us to increase our cash balances back to a level
consistent with where we closed our second quarter 2003. We
further expect to realize an increase in reported revenues in the
fourth quarter 2003 that, we hope, will result in our ability to
report at least breakeven operating results next quarter. The road
ahead remains very challenging, both operationally and with
respect to the Company's liquidity and capital resources, but we
continue to believe the direction we are taking is the right one."
About Ezenia! Inc. Ezenia! Inc. (OTC Bulletin Board: EZEN),
founded in 1991, is a leading provider of real-time collaboration
solutions, bringing new and valuable levels of interaction and
collaboration to corporate networks and the Internet. By
integrating voice, video and data collaboration, the Company's
award-winning products enable groups to interact through a natural
meeting experience regardless of geographic distance. Ezenia!
products allow dispersed groups to work together in real-time
using powerful capabilities such as instant messaging,
whiteboarding, screen sharing and text chat. The ability to
discuss projects, share information and modify documents allows
users to significantly improve team communication and accelerate
the decision- making process. More information about Ezenia! Inc.
and its product offerings can be found at the Company's Web site,
http://www.ezenia.com
FAIRCHILD CORP: Red Ink Continued to Flow in September Quarter
--------------------------------------------------------------
The Fairchild Corporation (NYSE:FA) announced that revenues were
$19.3 million for its first quarter ended September 30, 2003,
compared to revenues of $19.3 million the quarter ended
September 29, 2002.
The Company reported a net loss of $2.8 million for its first
quarter ended September 30, 2003, as compared to a net loss of
$7.3 million for its first quarter ended September 29, 2002.
Fairchild recently announced that its German subsidiary closed on
the acquisition of Hein Gericke, PoloExpress, and IFW. Sales of
Hein Gericke, PoloExpress, and IFW for its most recent year ended
September 30, 2003, were EUR 226 million. Eric Steiner, President
and Chief Operating Officer of The Fairchild Corporation, stated:
"We see this acquisition as the first step of many to be taken to
build a new division of Fairchild, one which will offer several
new opportunities for further development."
Fairchild is continuing to investigate other acquisition
opportunities, which will enhance a strong foundation for the long
term.
The Fairchild Corporation (S&P, B Corporate Credit Rating, Watch
Developing) is engaged in the aerospace distribution business
which stocks and distributes a wide variety of parts to aircraft
operations and aerospace companies providing aircraft parts and
services to customers worldwide. The Fairchild Corporation also
owns and operates a shopping center located in Farmingdale, New
York. Additional information is available on The Fairchild
Corporation Web site at http://www.fairchild.com
FAO INC: Liquidity Inadequate to Operate Business in November
-------------------------------------------------------------
FAO, Inc. (Nasdaq: FAOO), stated that sales in its retail stores
and through its catalogs and internet sites had been disappointing
and significantly below expectations. The Company stated that it
had not observed the improvement in sales it had anticipated from
its initial holiday marketing efforts which commenced last
weekend. Assuming a continuation of the trend observed in the past
week, the Company stated that it believed it would not have
adequate liquidity to operate its business normally in November
and that liquidity in December would depend on whether the sales
trend improves through the holidays.
In the near term the Company stated that it was asking certain of
its vendors to reduce shipments and most vendors to extend payment
dates to the first of the year. The Company gave no assurances
that its vendors would relax terms as requested. The Company also
stated that it had requested an overadvance from its lenders which
could lead to its lenders issuing a notice of default.
Previously the Company announced that it had engaged an investment
banker to assist it in raising capital. In light of current
circumstances, the Company stated that it had expanded the
assignment to include a review of strategic alternatives including
a sale of the Company but made no assurances that any alternatives
would be available or, if available, would be acceptable.
FAO, Inc. owns a family of high quality, developmental,
educational and care brands for infants, toddlers and children and
is a leader in children's specialty retailing. FAO, Inc. owns and
operates the renowned children's toy retailer FAO Schwarz(R); The
Right Start(R), the leading specialty retailer of developmental,
educational and care products for infants and toddlers; and Zany
Brainy(R), the leading retailer of developmental toys and
educational products for kids.
For additional information on FAO, Inc. or its family of brands,
visit online at http://www.irconnect.com/faoo/
FEDERAL-MOGUL: Asbestos Committee Wind Nod to Hire Anderson Kill
----------------------------------------------------------------
The Official Committee of Asbestos Claimants, appointed in
Federal-Mogul Corporation and debtor-affiliates' chapter 11
cases, obtained permission from the Court to retain Anderson Kill
& Olick, P.C. as its special insurance coverage counsel, nunc pro
tunc to February 20, 2003.
In particular, the Asbestos Committee will:
(a) provide advice regarding matters related to the Debtors'
insurance coverage available for the payment of claims of
asbestos-related and silica-related or other toxic
exposure claims, including gaps in coverage, overlapping
coverage provided by multiple carriers and availability of
excess insurance coverage;
(b) exchange correspondence and information with the Debtors'
insurance carriers regarding claims and defenses and
provide settlement analyses; and
(c) provide advice regarding issues related to the Debtors'
insurance coverage in connection with the Debtors' Chapter
11 cases.
Anderson Kill will be compensated on an hourly basis, plus
reimbursed for the actual, necessary expenses that it incurs. The
firm's attorneys and paralegals that potentially may provide
services to the Asbestos Committee and their 2003 hourly rates
are:
Professional Rate
------------ ----
Robert M. Horkovich, Esq. $550
Ann V. Kramer, Esq. 525
Rhonda D. Orin, Esq. 400
Mark Garbowski, Esq. 370
Robert Y. Chung, Esq. 260
Karen Frankel (Paralegal) 170
(Federal-Mogul Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service, Inc., 609/392-0900)
FLEMING COMPANIES: Intends to Cancel Life Insurance Policies
------------------------------------------------------------
Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C., in Wilmington, Delaware, informs the
Court that the Fleming Debtors, in the ordinary course of their
operations, purchased life insurance policies issued by various
life insurance providers to cover their key employees, officers
and directors. According to Ms. McFarland, the Life Insurance
Policies were purchased to help the Debtors mitigate against the
harm to their business that might be caused by the untimely death
of their key employees, officers and directors. The Debtors, as
owners and beneficiaries of the Life Insurance Policies, hold the
rights to cancel the policies and to receive the cash surrender
value of the policies upon cancellation.
In the ordinary course of business, certain of the applicable
employees, officers and directors ceased working for the Debtors,
thus eliminating the Debtors' need for the Life Insurance
Policies covering those individuals. About 40 policies are
currently owned by the Debtors and the cash surrender value of
the Life Insurance Policies is $5,000,000. Upon cancellation,
the Debtors will be entitled to receive the Cash Surrender Value
for their estates.
By this motion, the Debtors seek the Court's authority to cancel
the Life Insurance Policies covering certain employees, officers
and directors without further Court order. (Fleming Bankruptcy
News, Issue No. 15; Bankruptcy Creditors' Service, Inc., 609/392-
0900)
FOSTER WHEELER: NYSE Will Delist Shares Effective Friday
--------------------------------------------------------
Foster Wheeler Ltd. (NYSE: FWC) received notification from the New
York Stock Exchange that trading in the Company's common stock and
9.00% FW Preferred Capital Trust I securities will be suspended
effective at market open on November 14, 2003.
The Company's common stock continues to trade on the Pink Sheets
and it expects that its common stock and 9.00% FW Preferred
Capital Trust I securities will be immediately eligible for
quotation and trading on the Over-the-Counter Bulletin Board
(OTCBB), effective with the opening of business on November 14,
2003. The Company will announce the new ticker symbols when
assigned.
The decision is the result of the Company's anticipated inability
to meet the NYSE's requirement relating to the book value of
stockholders' equity by September 2004. Foster Wheeler does not
expect that its business operations or financial position will be
materially impacted by the NYSE's action.
As previously announced, the NYSE notified Foster Wheeler in March
2003 that the Company did not meet the Exchange's continued
listing criteria and that the Company's securities were subject to
delisting unless the Company could demonstrate full compliance by
September 2004. The NYSE action was taken after its most recent
review indicated that Foster Wheeler's book value of stockholders'
equity is unlikely to reach the minimum required within the period
imposed by the NYSE.
"While we are disappointed that the Company is unlikely to comply
with this listing standard by September 2004, we respect the
decision of the NYSE and appreciate the fairness and
professionalism they have extended to us in this process. We do
not believe our inability to meet the standard relating to book
value of stockholders' equity negatively impacts our ability to
complete our planned restructuring and achieve our financial and
operating goals," said Raymond J. Milchovich, chairman, president
and chief executive officer. "Foster Wheeler's current forecast
indicates adequate liquidity through the end of 2004 and we
continue to make significant progress with our overall financial
and operational restructuring."
The OTCBB is a regulated quotation service that displays real-time
quotes, last-sale prices and volume information in OTC securities.
The OTCBB provides access to over 3,600 securities and includes
more than 330 participating market makers. Quotations and trading
information can still be accessed through various internet service
providers and other quotation services or through a securities
broker. Information concerning the OTCBB can be found at
http://www.otcbb.com
Foster Wheeler Ltd. -- whose June 27, 2003 balance sheet shows a
total shareholders' equity deficit of about $830 million -- is a
global company offering a broad range of design engineering,
construction, manufacturing, project development and management,
research and plant operation services. Foster Wheeler serves the
refining, oil and gas, petrochemical, chemicals, power,
pharmaceutical, biotechnology and healthcare industries. Foster
Wheeler Ltd. is based in Hamilton, Bermuda, and its operational
headquarters are in Clinton, New Jersey. For more information
about Foster Wheeler Ltd. and its affiliates, visit its Web site
at http://www.fwc.com
GENUITY INC: Liquidating Trust Oversight Committee Members Named
----------------------------------------------------------------
In a supplement to the Genuity Debtors' Joint Consolidated Plan of
Liquidation filed with the Court, D. Ross Martin, Esq., at Ropes
& Gray, in Boston, Massachusetts, reports that pursuant to
Section 8.3.2(d) of the Plan, the Creditors' Committee designated
three entities as initial members of the Liquidating Trust
Oversight Committee:
(a) JPMorgan Chase Bank,
(b) Citibank, N.A., and
(c) Nortel Networks Inc.
The Liquidating Trust Oversight Committee determines the size of
the Operating Expenses Reserve from Cash in the Class B
Subtrust. The reserve will be used to pay costs and expenses
relating to the care and maintenance of the Liquidating Trust,
including, but not limited to (1) fees of Liquidating Trustee,
(2) expenses of the members of the Liquidating Trust Oversight
Committee, (3) indemnification obligations, and (4) tax
obligations, but in all cases excluding Collection Expenses.
(Genuity Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service, Inc., 609/392-0900)
GIANT INDUSTRIES: Will Host Third-Quarter Conference Call Today
---------------------------------------------------------------
Giant Industries, Inc. (NYSE:GI) management will host its third-
quarter earnings conference call and live webcast at 1:00 p.m. ET
on Tuesday, November 11, 2003.
This call is being webcast by CCBN and can be accessed at Giant's
Web site at http://www.giant.com The call can also be heard by
dialing (800) 299-9086, passcode: 22958778. The audio replay will
be available through the end of business on Thursday November 13,
2003 by dialing (888) 286-8010, passcode: 21204237.
The webcast is also being distributed over CCBN's Investor
Distribution Network to both institutional and individual
investors. Individual investors can listen to the call through
CCBN's individual investor center at www.fulldisclosure.com or by
visiting any of the investor sites in CCBN's Individual Investor
Network. Institutional investors can access the call via CCBN's
password-protected event management site, StreetEvents --
http://www.streetevents.com
Giant Industries Inc. (S&P, B+ Corporate Credit Rating, Negative),
headquartered in Scottsdale, Ariz., is a refiner and marketer of
petroleum products. Giant owns and operates one Virginia and two
New Mexico crude oil refineries; a crude oil gathering pipeline
system based in Farmington, N.M., which services the New Mexico
refineries; finished products distribution terminals in
Albuquerque, N.M., and Flagstaff, Ariz.; a fleet of crude oil and
finished product truck transports; and a chain of retail service
station/convenience stores in New Mexico, Colorado and Arizona.
Giant is also the parent company of Phoenix Fuel Co. Inc., an
Arizona wholesale petroleum products distributor. For more
information, visit Giant's Web site at http://www.giant.com
GLOBAL CROSSING: Changes Subsidiary to Issue Sr. Secured Notes
--------------------------------------------------------------
Global Crossing Ltd. is changing the subsidiary that will issue
its new 11 percent senior secured notes under its confirmed
Chapter 11 Plan of Reorganization.
Under the indenture originally filed with the United States
Bankruptcy Court and the Securities and Exchange Commission,
Global Crossing North America, Inc. was the subsidiary designated
to issue the new notes. In accordance with the disclosure
statement for its Chapter 11 plan, Global Crossing has determined
that the corporate parent of Global Crossing North America, Inc.
will issue the notes. The name of the new issuer is Global
Crossing North America Holdings, Inc. Global Crossing is making a
revised filing on form T-3 to reflect the change in the issuer.
Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reaches 27
countries and more than 200 major cities around the globe. Global
Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services.
On January 28, 2002, Global Crossing Ltd. and certain of its
subsidiaries (excluding Asia Global Crossing and its subsidiaries)
commenced Chapter 11 cases in the United States Bankruptcy Court
for the Southern District of New York (Bankruptcy Court) and
coordinated proceedings in the Supreme Court of Bermuda (Bermuda
Court). On the same date, the Bermuda Court granted an order
appointing joint provisional liquidators with the power to oversee
the continuation and reorganization of the Bermuda-incorporated
companies' businesses under the control of their boards of
directors and under the supervision of the Bankruptcy Court and
the Bermuda Court. Additional Global Crossing subsidiaries
commenced Chapter 11 cases on April 23, August 4 and August 30,
2002, with the Bermuda incorporated subsidiaries filing
coordinated insolvency proceedings in the Bermuda Court. The
administration of all the cases filed subsequent to Global
Crossing's initial filing on January 28, 2002 has been
consolidated with that of the cases commenced on January 28, 2002.
Global Crossing's Plan of Reorganization, which was confirmed by
the Bankruptcy Court on December 26, 2002, does not include a
capital structure in which existing common or preferred equity
will retain any value.
On November 18, 2002, Asia Global Crossing Ltd., a majority-owned
subsidiary of Global Crossing, and its subsidiary, Asia Global
Crossing Development Co., commenced Chapter 11 cases in the United
States Bankruptcy Court for the Southern District of New York and
coordinated proceedings in the Supreme Court of Bermuda, both of
which are separate from the cases of Global Crossing. Asia Global
Crossing has announced that no recovery is expected for Asia
Global Crossing's shareholders. Asia Netcom, a company organized
by China Netcom Corporation (Hong Kong) on behalf of a consortium
of investors, has acquired substantially all of Asia Global
Crossing's operating subsidiaries except Pacific Crossing Ltd., a
majority-owned subsidiary of Asia Global Crossing that filed
separate bankruptcy proceedings on July 19, 2002.
Global Crossing no longer has control of or effective ownership in
any of the assets formerly operated by Asia Global Crossing.
Please visit http://www.globalcrossing.comfor more information
about Global Crossing.
H.C. CO. INC: Ch. 11 Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: H.C. CO., Inc.
4711 Dell Avenue
North Bergen, New Jesery 07047
Bankruptcy Case No.: 03-46550
Debtor affiliates filing separate chapter 11 petitions:
Entity Case No.
------ --------
Stamato Waste Services, Inc. 03-46553
P & N/SJG Recycling Specialists, Inc. 03-46556
Stamato Realty, LLC 03-46559
Type of Business: The Debtors provided trash-hauling and recycling
services.
Chapter 11 Petition Date: November 7, 2003
Court: District of New Jersey (Newark)
Judge: Novalyn L. Winfield
Debtors' Counsel: Danielle N. Pantaleo, Esq.
Vincent F. Papalia, Esq.
Saiber Schlesinger Satz & Goldstein LLC
One Gateway Center
13th Floor
Newark, NJ 07102
Tel: 973-622-3333
Estimated Assets: $1 Million to $10 Million
Estimated Debts: $10 Million to $50 Million
A. H.C. Co.'s 20 Largest Unsecured Creditors:
Entity Nature Of Claim Claim Amount
------ --------------- ------------
Valley National Bank Bank Loan $6,240,398
1455 Valley Road
Wayne, NJ 07470
Financial Federal Credit, Equipment Loans $2,872,950
Inc.
300 Frank Burr Boulevard
Teaneck, NJ 07666
Allied Oil Company Fuel Services $313,190
PO Box 392
Manville, NJ 08835
Financial Federal Credit Equipment Loans $200,102
Inc.
Ford Motor Credit Equipment Loans $147,039
Township of North Bergen $140,782
Fleet Boss $83,952
Mills & DeFilippis Accounting Services $71,429
New Jersey Meadowlands $58,302
Hudson County Improvement $50,264
J.C. Industries Inc. $49,180
McClain Industries $40,644
Accurate Industries $36,940
Valley National Bank Loan $33,000
RUDCO $32,894
State of New Jersey-MFT $32,361
American Reffuel $30,753
Verizon Telephone Service $27,805
Nextel Comms Telephone Service $23,643
Ajilon Finance Agency $23,286
B. Stamato Waste Services, Inc.'s Largest Unsecured Creditor:
Entity Nature Of Claim Claim Amount
------ --------------- ------------
Valley National Bank Guarantee $19,000,000
1455 Valley Road
Wayne, NJ 07170-0558
C. P&N/SJG Recycling Specialists' 20 Largest Unsecured Creditors:
Entity Nature Of Claim Claim Amount
------ --------------- ------------
Oshkosh McNellus $1,513,755
County Road 34E
Dodge Center, MN 55927
All Points Capital Corp. Equipment Loan $459,100
275 Broad Hollow Road
Melville, NY 11747
Caterpillar Equipment Loan $317,733
10440 Little Patuxent
Parkway
Suite 1200
Columbia, MD 21044
Township of North Bergen Suit $312,000
2200 48th Street
North Bergen, NJ
John Deere Construction & Equipment Loan $245,438
Forestry Co.
Milan Express $132,248
Southeastern Ind. $103,960
Ent. Inc.
JMW Trucking $98,673
A. Montesino Electrical Suit $61,590
Central Waste $51,098
PDC, Inc. $48,820
Mills and DeFilipps Accounting Services $43,300
Gary W. Gray Trucking $41,996
New York, Susquehanna & $41,687
Western Railway
TRS Containers $41,500
Lubo USA, LLC $38,053
Ingersoll Rand Financial Loan $34,060
Financial Federal Credit Loan $29,200
Inc.
Republic Service $27,941
D. Stamato Realty's 20 Largest Unsecured Creditors:
Entity Nature Of Claim Claim Amount
------ --------------- ------------
Valley National Bank Mortgage Loan $9,422,269
1455 Valley Road
Wayne, NJ 07470-0558
North Bergen Tax Collector $39,904
Guardrite Steel Door Corp. $39,420
Waste Group $34,400
RBA Inc. $32,638
A. Montesino Electric, $27,777
Inc.
Aireactor $26,047
Eagle Business Systems $25,586
Mills and DeFilippis Accounting Services $23,380
CPA's, LLP
American Standard Testing $15,825
of NJ, LLC
Apex Fire Proetction, Inc. $15,120
City of Clifton $11,624
James F. White, Inc. $9,380
United Rentals $8,586
Potomac-Hudson Engineering $7,193
Serrabi's Iron Works Inc. $7,000
Dera, Daniel $5,406
Reuther Material Company $5,190
MultiDrain Systems $4,008
Belleville Scale Company, $3,493
Inc.
HORIZON GROUP: Completes Second Loan Restructuring Transaction
--------------------------------------------------------------
Horizon Group Properties, Inc. (HGP) (Nasdaq: HGPI), an owner,
operator and developer of factory outlet centers and land
developer, has completed the restructuring of the second of three
loans which had been in default since October 2001.
On November 6, 2003, HGPI paid off, at a discount, the loan
secured by the outlet center in Gretna, Nebraska. As previously
announced, HGPI paid off, at a discount, the loan secured by the
outlet center in Sealy, Texas on November 3, 2003. The final
portion of the restructuring of the GST Loans is the reinstatement
to current status of the loan secured by the outlet center in
Traverse City, Michigan, which is expected to be completed by
November 20, 2003.
Based in Chicago, Illinois, Horizon Group Properties, Inc. has 9
factory outlet centers in 7 states totaling more than 1.8 million
square feet and a 650 acre mixed use land development in Huntley,
Illinois.
HORIZON GROUP: Extends Odd Lot Share Repurchase Until Thursday
--------------------------------------------------------------
Horizon Group Properties, Inc. (Nasdaq: HGPI), an owner, operator
and developer of factory outlet centers and land developer,
extended the expiration date of its odd lot share repurchase
program for the purchase of all shares of its common stock held by
persons owning 20 or fewer shares as of the close of business on
September 26, 2003, to November 13, 2003, 5:00 p.m. New York City
time.
HGPI will pay $5.00 for each share submitted by stockholders
eligible to participate in the program.
Based in Chicago, Illinois, Horizon Group Properties, Inc. has 9
factory outlet centers in 7 states totaling more than 1.8 million
square feet and a 650 acre mixed use land development in Huntley,
Illinois.
HUDSON TECHNOLOGIES: Look for Third-Quarter Results Thursday
------------------------------------------------------------
Hudson Technologies, Inc. (Nasdaq: HDSNC), will release its third-
quarter-2003 results before the market opens on Thursday, Nov. 13,
2003. The company has scheduled a conference call for 10:00 a.m.
Eastern time on the same day.
The dial-in number for the conference call is 706-634-0175. A
replay of the call will also be available through Thursday Nov.
20, and can be accessed by dialing 706-645-9291, conference ID
number 3911733.
Hudson Technologies, Inc. is a leading provider of innovative
solutions to recurring problems within the refrigeration industry.
Hudson's proprietary RefrigerantSide(R) Services increase
operating efficiency and energy savings, and remove moisture, oils
and other contaminants frequently found in the refrigeration
circuits of large comfort cooling and process refrigeration
systems. Performed at a customer's site as an integral part of an
effective scheduled maintenance program or in response to
emergencies, RefrigerantSide(R) Services offer significant savings
to customers due to their ability to be completed rapidly, and can
be utilized while the customer's system continues to operate. In
addition, the company sells refrigerants and provides traditional
recovery and reclamation services to the commercial and industrial
air conditioning and refrigeration markets.
* * *
Liquidity and Capital Resources
In its Form 10-QSB filed with the Securities and Exchange
Commission, Hudson Technologies reported:
At June 30, 2003, the Company had working capital, which
represents current assets less current liabilities, of
approximately $632,000, an increase of $643,000 from working
capital deficit of $11,000 at December 31, 2002. The increase in
working capital is primarily attributable to new financing in 2003
offset by the net loss incurred during the six months ended
June 30, 2003.
Principal components of current assets are inventory and trade
receivables. At June 30, 2003, the Company had inventories of
$2,353,000, a decrease of $614,000 or 21% from the $2,967,000 at
December 31, 2002. The Company's ability to sell and replace its
inventory on a timely basis and the prices at which it can be sold
are subject, among other things, to current market conditions and
the nature of supplier or customer arrangements. At June 30, 2003,
the Company had net trade accounts receivable of $3,367,000, an
increase of $1,396,000 or 71% from the $1,971,000 at December 31,
2002. The increase in the accounts receivable balance relates to
seasonal revenue fluctuations. The Company's trade accounts
receivables are concentrated with various wholesalers, brokers,
contractors and end-users within the refrigeration industry that
are primarily located in the continental United States.
The Company has historically financed its working capital
requirements through cash flows from operations, the issuance of
debt and equity securities, bank and related party borrowings. In
recent years the Company has not financed its working capital
requirements through cash flows from operations but rather from
issuances of equity securities and bank borrowings. In order for
the Company to finance its working capital requirements through
cash flows from operations the Company must reduce its operating
losses. There can be no assurances that the Company will be
successful in lowering its operating losses, in which case the
Company will be required to fund its working capital requirements
from additional issuances of equity securities and/or additional
bank borrowings. Based on the current investment environment there
can be no assurances that the Company would be successful in
raising additional capital. The inability to raise additional
capital could have a material adverse effect on the Company.
Net cash used by operating activities for the six months ended
June 30, 2003, was $1,072,000 compared with net cash used by
operating activities of $1,034,000 for the comparable 2002 period.
Net cash used by operating activities was primarily attributable
to the net loss for the 2003 period and an increase in trade
receivables offset by an increase in trade payables.
Net cash used by investing activities for the six months ended
June 30, 2003, was $150,000 compared with net cash used by
investing activities of $17,000 for the prior comparable 2002
period. The net cash used by investing activities was due to
equipment additions primarily associated with the Company's new
production facility in Champaign, IL, as well as additions to
patents.
Net cash provided by financing activities for the six months ended
June 30, 2003, was $950,000 compared with net cash provided by
financing activities of $531,000 for the comparable 2002 period.
The net cash provided by financing activities for the 2003 period
primarily consisted of proceeds from convertible debt of
$1,538,000, offset to a lesser extent by a reduction of $148,000
of the amounts outstanding under the revolving line of credit with
Keltic Financial Partners, LLP, and repayment of long term debt of
$441,000.
At June 30, 2003, the Company had cash and cash equivalents of
$273,000. The Company continues to assess its capital expenditure
needs. The Company may, to the extent necessary, continue to
utilize its cash balances to purchase equipment primarily
associated with its RefrigerantSide(R) Service offering and
consolidation of its reclamation facilities. The Company estimates
that capital expenditures during 2003 may range from approximately
$400,000 to $500,000.
On May 30, 2003, Hudson entered into a credit facility with Keltic
which provides for borrowings of up to $5,000,000. The facility
consists of a revolving line of credit and a term loan. Advances
under the revolving line of credit may not exceed $4,600,000 and
are limited to (i) 85% of eligible trade accounts receivable and
(ii) 50% of eligible inventory. Advances available to Hudson under
the term loan may not exceed $400,000. The facility bears interest
at a rate equal to the greater of the prime rate plus 2.0 %, or
6.5%. Substantially all of Hudson's assets are pledged as
collateral for its obligations to Keltic under the credit
facility. In addition, among other things, the agreements restrict
Hudson's ability to declare or pay any cash dividends on its
capital stock. As of June 30, 2003, Hudson had in the aggregate
$1,886,000 outstanding under the Keltic credit facility and
$489,000 available for borrowing under the credit facility. In
addition, the Company had $393,000 outstanding under its term loan
with Keltic.
In connection with the Keltic credit facility, Hudson also entered
into a loan arrangement with the Flemings Funds for the principal
amount of $575,000. The loan is unsecured, is for a term of three
years, and accrues interest at an annual rate equal to the greater
of the prime rate plus 2.0%, or 6.5%. In accordance with the terms
of the Keltic credit facility, the amount of principal and
interest outstanding under this loan arrangement reduces Hudson's
aggregate borrowing availability by a like amount under its credit
facility with Keltic. This loan is expected to be retired in
conjunction with the completion of its pending Rights Offering.
The Company is continuing to evaluate opportunities to rationalize
its operating facilities and its depot network based on ways to
reduce costs or to increase revenues. Recently, based on
evaluations by management, the Company has consolidated certain of
its facilities. The Company is also considering whether to reduce
or eliminate certain of its operations that have not performed to
its expectations. Moreover, as the Company begins to implement its
sales and marketing strategy to focus on industry rather than
geographic markets it may discontinue certain operations,
eliminate depot and overhead costs and, in doing so, may incur
future charges to exit certain operations.
The Company believes that it will be able to satisfy its working
capital requirements for the immediate future from anticipated
cash flow from operations and available funds under its credit
facility with Keltic. The Company believes that it will need
additional financing during 2003 to support its continuing
operations. In addition, any unanticipated expenses, including,
but not limited to, an increase in the cost of refrigerants
purchased by the Company, an increase in operating expenses or
failure to achieve expected revenues from the Company's depots
and/or refrigerant sales or additional expansion or acquisition
costs that may arise in the future would adversely affect the
Company's future capital needs. There can be no assurances that
the Company's proposed or future plans will be successful, and as
such, the Company may need to significantly modify its plans or it
may require additional capital sooner than anticipated. The
Company is currently seeking to obtain additional financing
through the issuance of debt and/or equity securities, which
includes a registered offering of Common Stock by the Company to,
among others, its stockholders. There can be no assurance,
however, that the Company will be able to obtain any additional
capital on commercially reasonable terms or at all, and its
inability to do so would have a material adverse affect on the
Company.
INDYMAC ABS: Fitch Takes Rating Actions on 2 Home Equity Issues
---------------------------------------------------------------
Fitch Ratings has affirmed and taken rating actions on the
following IndyMac ABS, Inc., Home Equity issues:
Series SPMD 2000-A Group 1:
-- Class AF-3, R affirmed at 'AAA';
-- Class MF-1 affirmed at 'AA';
-- Class MF-2 affirmed at 'A';
-- Class BF downgraded to 'CCC' from 'BB'.
Series SPMD 2000-A Group 2:
-- Class AV-1 affirmed at 'AAA';
-- Class MV-1 affirmed at 'AA';
-- Class MV-2 affirmed at 'A';
-- Class BV rated at 'BBB' and placed on
Rating Watch Negative.
Series SPMD 2001-A Group 1:
-- Class AF-4 - AF-6, AF-IO, R affirmed at 'AAA';
-- Class MF-1 downgraded to 'BBB-' from 'A-';
-- Class MF-2 downgraded to 'B-' from 'BB';
-- Class BF remains at 'CC'.
These rating actions are the result of adverse collateral
performance and the deterioration of asset quality outside of
Fitch's original expectations.
In particular, Indymac SPMD 2000-A Group 1 contained 9.35% of
manufactured housing collateral (% of UPB) at closing, and as of
September 2003, the percentage of MH increased to 20.13%. Indymac
SPMD 2001-A Group 1 contained 9.55% of MH collateral at closing,
and as of September 2003, the percentage of MH increased to
19.57%. To date, MH loans have exhibited very high historical loss
severities, causing Fitch to have concerns over the available
enhancement in these deals.
The 2000-A deal was structured with mortgage insurance policies
provided by both the lender and the borrower on approximately 80%,
and the 2000-A deal with approximately 20% of the mortgage pools.
These deals have experienced historically slow resolution of
insurance claims and liquidation process on the MH collateral due
to illiquidity in the current market. Fitch has been informed by
IndyMac that a group has been segregated to specifically handle
the MI relationships and the claim submittal and timing process.
In group 1 of series 2000-A and 2001-A, the level of losses
incurred has increased significantly and has resulted in the
depletion of overcollateralization. As of the October 2003
distribution, series 2000-A Group 1 has OC of $662,879.90. Series
2001-A Group 1 had OC of $0 since the May 2003 distribution, and
class BF has taken further write-downs, with an ending balance of
$409,612.69 as of the October 2003 distribution.
The structures in the 2000-A and 2001-A transactions are not
cross-collateralized, so they do not allow for excess spread to be
shared by the groups. Initially, there was no OC funded for this
deal, and OC was retained at low levels due to the steep MI
structured in the deal. Furthermore, a 36-month interest-only (IO)
strip is present in Group 1 of 2001-A that expires January 2004.
This drains the excess spread that would otherwise be available to
cover losses and to build OC in the deals. Once these IO classes
mature, more excess spread will be available for credit support.
Both the above referenced deals are structured such that there is
the ability in future periods for the bonds that were written down
due to losses to be written back up. Fitch will continue to
closely monitor these deals.
INTERNET SERVICES: Panel Turns to Weiser for Financial Advice
-------------------------------------------------------------
The duly-appointed Official Committee of Unsecured Creditors for
the chapter 11 cases of Internet Services of Michigan, Inc., and
its debtor-affiliates, wants to employ Weiser, LLP as its
Financial Advisor in the debtor's bankruptcy proceedings.
The Committee has selected Weiser as its financial advisor to
conduct financial investigations that are necessary and
appropriate to this case. The Committee adds that the Weiser
professionals have considerable experience in matters of this
character.
Weiser is expected to:
a. review all financial information prepared by the Debtors
or its consultants as requested by the Committee
including, but not limited to, a review of Debtors'
financial statements as of the filing of the petition,
showing in detail all assets and liabilities and
priority and secured creditors;
b. monitor the Debtors' activities regarding cash
expenditures, receivable collections, asset sales and
projected cash requirements;
c. attend at meetings including the Committee, the Debtors,
creditors, their attorneys and consultants, Federal and
state authorities, if required;
d. review Debtors' periodic operating and cash flow
statements;
e. review Debtors' books and records for intercompany
transactions, related party transactions, potential
preferences, fraudulent conveyances and other potential
pre-petition investigations;
f. provide any investigation that may be undertaken with
respect to the pre-petition acts, conduct, property,
liabilities and financial condition of the Debtors,
their management, creditors including the operation of
their businesses, and as appropriate avoidance actions;
g. review and analyze proposed transactions for which the
Debtors seek Court approval;
h. assist in a sale process of the Debtors collectively or
in segments, parts or other delineations, if any;
i. assist the Committee in developing, evaluation,
structuring and negotiating the terms and conditions of
all potential plans of reorganization including
preparation of a liquidation analysis;
j. analyze claims filed;
k. estimate the value of the securities, if any, that may
be issued to unsecured creditors under any such plan;
l. provide expert testimony on the results of our findings;
m. assist the Committee in developing alternative plans
including contacting potential plan sponsors if
appropriate; and
n. provide the committee with other and further financial
advisory services with respect to the Debtors, including
valuation, general restructuring and advice with respect
to financial, business and economic issues, as may arise
during the course of the restructuring as requested by
the Committee.
James Horgan, partner in Weiser tells the Court that his firm will
bill the Debtors' estate with their current hourly rates:
Partners $312 - $400 per hour
Senior Managers $264 - $312 per hour
Managers $204 - $264 per hour
Seniors $168 - $204 per hour
Assistants $108 - $132 per hour
Paraprofessionals $72 - $132 per hour
Headquartered in Mishawaka, Indiana, Internet Services of
Michigan, Inc., an internet service provider, files for chapter 11
protection on September 23, 2003 (Bankr. Del. Case No. 03-12921).
Linda Marie Carmichael, Esq., at White And Williams, LLP
represents the Debtors in their restructuring efforts. When the
Company filed protection from its creditors, it estimated its
debts and assets of more than $10 million each.
ION NETWORKS: Marcum & Kliegman Replaces Deloitte as Accountants
----------------------------------------------------------------
On October 6, 2003, Deloitte and Touche, LLP declined to stand for
re-election as Ion Network's principal accountants.
For the nine months ended December 31, 2002 and for the year ended
March 31, 2002, D&T's opinion on its audited report expressed
doubt about the Company's ability to continue as a going concern.
The Company's agreement to not continue D&T's engagement as its
principal accountants was approved by the Company's Board of
Directors.
On October 7, 2003, the Company appointed Marcum & Kliegman, LLP
as its new principal accountants for the fiscal year 2003 subject
to their normal new client acceptance procedures.
JAMES CABLE: Court to Consider Joint Plan on November 25, 2003
--------------------------------------------------------------
On October 6, 2003, the U.S. Bankruptcy Court for the Middle
District of Georgia ruled on the adequacy of the Disclosure
Statement prepared by James Cable Partners, L.P., and its debtor-
affiliates to explain their Joint Chapter 11 Plan. The Court
found that the Disclosure Statement contains the right kind and
amount of information for creditors to make informed decisions
about whether to accept or reject the Plan.
The Plan is now in creditors' hands and to be counted, all ballots
accepting or rejecting the Plan must be received by the Debtors by
5:00 p.m. (EST) today.
A hearing to consider confirmation of the Debtors' Plan will
commence on November 25, 2003, at 2:30 p.m., before the Honorable
Robert F. Hershner, Jr.
Objections to confirmation of the Debtors' Plan, if any, must be
filed with the Bankruptcy Court on or before Thursday, Nov. 13.
Copies must also be served on:
a. The United States Trustee for the Middle District of
Georgia
433 Cherry Street
Suite 510
Macon, Georgia 31201-7910
Attn: Mark W. Roadarmel, Esq.
b. Co-Counsels to the Debtors
Miller, Canfield, Paddock and Stoner, P.L.C.
840 W. Long Lake Road
Suite 200
Troy, Michigan 48098-6358
Attn: Timothy A. Fusco, Esq.
-and-
Macey, Wilensky, Cohn, Wittner & Kessler, LLP
Suite 600
Marquis Two Tower
285 Peachtree Center Avenue, N.E.
Atlanta, GA 30303-1229
Attn: Frank B. Wilensky, Esq.
c. Co-Counsels to GoldenTree Asset Management, L.P.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, NY 10004-1480
Attn: Jean E. Hanson, Esq.
-and-
McKenna, Long & Aldridge LLP
One Sun Trust Plaza
Suite 5300
303 Peachtree Street
Atlanta, Georgia 30308
Attn: J. Michael Levengood, Esq.
James Cable owns, operates and develops cable television systems
serving rural communities in Oklahoma, Texas, Georgia, Louisiana,
Colorado, Wyoming, Tennessee, Alabama and Florida. The company and
its debtor-affiliates filed for Chapter 11 protection on
June 26, 2003, (Bankr. M.D. Ga. Case No. 03-52842). Frank B.
Wilensky, Esq., at Macey, Wilensky, Cohen, Wittner & Kessler, LLP
and Timothy A. Fusco, Esq. at Miller, Canfield, Paddock and Store
PLC represent the Debtors in their restructuring efforts.
KAISER: Wants to Keep Plan-Filing Exclusivity Until February 29
---------------------------------------------------------------
The Kaiser Aluminum Debtors need another extension of their
exclusive periods to file and solicit acceptances of a
reorganization plan and to continue the ongoing efforts to resolve
various restructuring issues. Given the numerous complex issues
that must be resolved and the Debtors' need to negotiate a plan
with two separate creditors' committees, a futures representative,
significant creditors and other parties-in-interests, Daniel J.
DeFranceschi, Esq., at Richards, Layton & Finger, in Wilmington,
Delaware, says that it is unlikely that the Debtors will be in a
position to file a Plan at this time. Mr. DeFranceschi tells the
Court that the Debtors still face a variety of concerns including
excessive debt burden, unusually weak aluminum industry business
conditions, the pendency of hundreds of thousands of asbestos
claims and significant and increasing cost for retiree medical
and pension obligations. These matters, all of which must be
addressed during the course of the Debtors' restructuring, raise
numerous complicated issues involving several parties.
Accordingly, the Debtors ask the Court to further extend their
exclusive periods for four more months. The Debtors want their
Exclusive Plan Filing Period extended to February 29, 2004 and
their Exclusive Solicitation Period to April 30, 2004.
Mr. DeFranceschi informs the Court that the Debtors continue to
make considerable progress on a number of important issues and
have taken diverse actions to maximize the value of their
estates. Among other things, the Debtors have achieved success
in:
(a) working to reconcile and resolve the 7,500 claims filed to
date;
(b) exploring the possible disposition of their commodities
business;
(c) working to sell certain non-core assets;
(d) implementing operating efficiencies and cost-reduction
initiatives; and
(e) continuing their progress toward the formulation of a
Plan by taking additional steps to address their key
liability issues, including the pension and retiree
medical obligations, asbestos liabilities and
environmental liabilities.
The Official Committee of Unsecured Creditors, the Official
Committee of Asbestos Claimants, and the Legal Representative for
Future Asbestos Claimants are amenable to the proposed extension.
Judge Fitzgerald will convene a hearing on December 15, 2003 at
3:00 p.m. to consider the Debtors' request. By application of
Rule 9006-2 of the Local Rules of Bankruptcy Practice and
Procedures of the United States Bankruptcy Court for the District
of Delaware, the Debtors' Exclusive Filing Period is
automatically extended through the conclusion of that hearing.
(Kaiser Bankruptcy News, Issue No. 34; Bankruptcy Creditors'
Service, Inc., 609/392-0900)
KANSAS CITY SOUTHERN: Declares Quarterly Preferred Dividend
-----------------------------------------------------------
The Board of Directors of Kansas City Southern (NYSE:KSU) has
declared a regular dividend of 25 cents per share on the
outstanding KCS 4% non-cumulative preferred stock.
This dividend is payable on January 20, 2004, to preferred
stockholders of record at the close of business on December 31,
2003.
KCS (S&P, B Preferred Share and BB Corporate Credit Rating,
Negative) is comprised of, among others, The Kansas City Southern
Railway, and equity investments in Grupo Transportacion
Ferroviaria Mexicana, S.A. de C.V., Southern Capital Corporation,
and the Panama Canal Railway Company.
KANSAS CITY SOUTHERN: Zacks Highlights Stock with Rank #4 Rating
----------------------------------------------------------------
Zacks.com announced #4 Rankings (Sell) on the widely held stocks
of Kansas City Southern (NYSE:KSU). To see the full Zacks #5
Ranked list of Stocks to Sell Now then visit:
http://stockstosellprbw.zacks.com/
Kansas City Southern (NYSE:KSU) is a holding company that provides
rail freight transportation. Kansas City Southern reported third
quarter 2003 net income of 2 cents per share late last month,
which compares to a year-ago profit of 17 cents. The result also
missed the consensus. The company stated that consolidated results
were impacted by lower earnings from Grupo Transportacion
Ferroviaria Mexicana, S.A. de C.V. and a reduction in other
income. Earnings per share were also impacted by the accumulated
dividends for the 4.25% Redeemable Cumulative Convertible
Perpetual Preferred Stock issued April 29, 2003. Over the past
seven trading days, analysts have pulled back on the company's
earnings estimates for this year and next by approximately 10
cents and 11 cents respectively. There are several transportation
companies that are feeling earnings estimate pressure in an
environment that remains challenges, including CSX Corporation
(NYSE: CSX) with estimates for this year and next that have each
declined by about 2 cents over the past seven trading days.
However, consolidated revenues in Kansas City Southern's quarter
improved by +5% to $146.3 million, and the company said that it
saw signs of an improving economy during the second quarter, which
continued into the third quarter and gives rise to expectations
that 2004 could be a much improved year. Therefore, it may be best
for investors to wait a bit longer on a position in the company
and watch for its earnings estimates to gain more buoyancy.
About the Zacks Rank
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KEY COMPONENTS: Reports Slight Decline in Third-Quarter Results
---------------------------------------------------------------
Key Components, LLC (CUSIP No. 9859Z US), a leading manufacturer
of custom-engineered essential componentry, reported results for
the three and nine months ended September 30, 2003.
Three Months ended September 30,
($ in thousands) 2003 2002 Change
------------------ ---- ---- ------
Net Sales $ 49,312 $ 47,981 $ 1,331 2.8%
Gross Profit $ 17,512 $ 18,447 (935) -5.1%
Operating Income 6,466 8,322 (1,856) -22.3%
EBITDA 7,625 9,559 (1,934) -20.2%
Net Income (Loss) $ 2,062 $ 2,951 $ (889) -30.1%
Nine Months ended September 30,
($ in thousands) 2003 2002 Change
------------------ ---- ---- ------
Net Sales $ 147,396 $ 144,378 $ 3,018 2.1%
Gross Profit $ 53,569 $ 54,103 (534) -1.0%
Operating Income 21,998 24,467 (2,469) -0.1%
EBITDA 25,535 28,225 (2,690) -9.5%
Net Income (Loss) $ 7,340 $ (114) $ 7,454 6538.6%
Key Components reported revenues for the three months ended
September 30, 2003 of approximately $49.3 million as compared to
approximately $48.0 million for the three months ended
September 30, 2002. Gross profit for the Quarter 2003 declined by
approximately $935,000, or 5.1%, to approximately $17.5 million
for the Quarter 2003 from approximately $18.4 million for the
Quarter 2002. SG&A expenses for the Quarter 2003 increased
approximately $809,000, or 8.4%, from approximately $9.7 million
for the Quarter 2002, to approximately $10.5 million for the
Quarter 2003. EBITDA for the Quarter 2003 was approximately $7.6
million, representing a 20.2% decline compared to the Quarter
2002. The decline in gross profit and EBITDA for the Quarter 2003
resulted primarily from unfavorable product sales mix, the decline
in operating results of the Company's lock product line as well as
acquisition related costs.
For the nine months ended September 30, 2003 the Company's
revenues increased by approximately $3.0 million or 2.1%, to
approximately $147.4 million, from approximately $144.4 million
for the nine months ended September 30, 2002 ("Nine Months 2002").
For the Nine Months 2003, gross profit decreased by approximately
$534,000 or 1.0%, from approximately $54.1 million to
approximately $53.6 million. EBITDA for Nine Months 2003 was
approximately $25.5 million, representing approximately a $2.7
million decline compared to the Nine Months 2002.
The Company conducts its operations through its two businesses,
the manufacture and sale of electrical components and mechanical
engineered components. The product offerings of the electrical
components business include specialty electrical components
including, but not limited to, weather- and corrosion-resistant
wiring devices and battery chargers; high-voltage utility
switches, and transformer and power distribution products. The
product offerings of the mechanical engineered components business
consist primarily of medium security lock products and
accessories, flexible shaft and remote valve control components,
and turbocharger actuators and related components.
The Company evaluates its operating segments' performance and
allocates resources among them based on profit or loss from
operations before interest, taxes, depreciation and amortization
("EBITDA"). EBITDA is not based on accounting principles generally
accepted in the United States of America, but is the performance
measure used by Company management to analyze and monitor the
Company and is commonly used by investors and financial analysts
to compare and analyze companies. This measure may not be
comparable to similarly titled financial measures of other
companies, does not represent alternative measures of the
Company's cash flows or operating income, and should not be
considered in isolation or as a substitute for measures of
performance presented in accordance with generally accepted
accounting principles.
Key highlights from the Company's two businesses include:
EC Business
The EC business experienced a 3.6% decline in net sales from
approximately $31.0 million for the Quarter 2002 to approximately
$29.9 million for the Quarter 2003. Gross profit for the EC
business decreased by 6.1% for the Quarter 2003 as compared to the
Quarter 2002. The EC business gross margin for the Quarter 2003
declined by 1.0%, resulting from lower net sales and changes in
product sales mix. EBITDA declined approximately $405,000, or
6.7%, from approximately $6.1 million for the Quarter 2002 to
approximately $5.7 million for the Quarter 2003 primarily due to
lower net sales and lower margin as compared to the Quarter 2002.
MEC Business
The MEC business reported net sales for the Quarter 2003 of
approximately $19.4 million versus approximately $17.0 million for
the Quarter 2002. The business' net sales increased as a result of
new product introductions in the turbocharger components product
line and the impact of the Company's acquisition of the mechanical
components product line of Arens Controls, LLC ("Arens"), which
was completed in March 2003. This growth was partially offset by
continued weakness in the lock product line's end markets. EBITDA
declined by approximately 26.9% to approximately $3.1 million for
the Quarter 2003, from $4.3 million for the Quarter 2002. This
decline in EBITDA for the Quarter 2003 is primarily attributable
to the Company's lock product line whose markets continue to
experience weak demand, as well as costs incurred during the
transition and integration of the Arens acquisition.
Commenting on the Company's results, Robert B. Kay, President of
Key Components, said, "Excluding our Lock Group, year to date
KCI's revenues grew 5.0% while EBITDA increased by 1.3% compared
with prior year. This strong performance in a challenging economic
environment was achieved through new product introduction and the
benefits of our cost rationalization program implemented in 2002.
We continue to focus on restructuring our Lock operations in
response to the dramatic decline in volume related to a
corresponding decline in end market demand. This initiative
remains on track.
Key Components continues to position its product lines to
capitalize on new business opportunities and growth related to a
stabilization of end market demand. We have made substantial
progress in the current quarter regarding ongoing acquisition
integration, new product introduction and investment in off shore
facilities. As a result, KCI has begun to see the benefits of
these actions that will continue through the remainder of 2003 and
position the company favorably for next year."
Key Components is a leading manufacturer of custom-engineered
essential componentry for application in a diverse array of end-
use products. Operating through well known subsidiary companies
with established brand names including Marinco, AFI, Guest
Products, Turner Electric, Acme Electric, B.W. Elliott Mfg., Gits
Mfg. Co., Hudson Lock and ESP Lock Products, the Company targets
original equipment manufacturer markets where the Company believes
its value-added engineering and manufacturing capabilities, along
with its timely delivery, reliability, and customer service,
enable it to differentiate the Company from its competitors and
enhance profitability.
Key Components (S&P, B+ Corporate Credit Rating, Stable Outlook)
is an affiliate of Kelso & Co. of New York, New York and Millbrook
Capital Management, Inc. of Millbrook, New York, both investment
firms specializing in acquisitions and management services.
Key Components' Q3 2003 Earnings conference call is scheduled for
today, 11:00AM ET. Interested parties may dial-in at (888) 428-
4479 to participate, or access a recording of the call by dialing
(800) 475-6701, access code 705555.
LIN TV: Will Present at JP Morgan Small Cap Conference Tomorrow
---------------------------------------------------------------
LIN TV Corp. (NYSE: TVL) Chairman, President and CEO Gary R.
Chapman, and Vice President of Corporate Development and Treasurer
Deborah R. Jacobson will deliver a company presentation at the 2nd
Annual JPMorgan Small Cap Conference tomorrow at 2:45pm Eastern
time.
Investors can access a live audio webcast at
http://equityconferences.jpmorgan.com/ A replay of the audio will
be available at the Internet location within 48 hours of the live
event until midnight on Friday, December 12, 2003. The supporting
slide presentation will be available via LIN TV Corp's Web site at
http://www.lintv.com
LIN TV Corp. operates 24 television stations in 14 markets, two of
which are LMAs. The Company also owns approximately 20% of KXAS-TV
in Dallas, Texas and KNSD-TV in San Diego, California through a
joint venture with NBC, and is a 50% non-voting investor in Banks
Broadcasting, Inc., which owns KWCV-TV in Wichita, Kansas and
KNIN-TV in Boise, Idaho. Finally, LIN is a 1/3 owner of WAND-TV,
the ABC affiliate in Decatur, Illinois, which it manages pursuant
to a management services agreement. Financial information and
overviews of LIN TV's stations are available on the Company's Web
site at http://www.lintv.com
* * *
As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its 'B' rating to LIN
Television Corporation's new $200 million senior subordinated note
issue due 2013.
In addition, Standard & Poor's assigned its 'B' rating to the
company's new $100 million exchangeable senior subordinated note
issue due 2033. Proceeds are expected to be used to refinance
existing debt. At the same time, Standard & Poor's affirmed its
'BB-' corporate credit rating on LIN Television, an operating
subsidiary of LIN Holdings Corp. The outlook is stable. The
Providence, R.I.-based television owner and operator had
approximately $754.0 million of debt outstanding on March 31,
2003.
LTV CORP: Copperweld Settles Claims Dispute with Portland Tube
--------------------------------------------------------------
Before February 28, 2993, Welded Tube Co. of America operated a
tubular steel manufacturing facility located in Multnoman County,
Oregon. In conjunction with that operation, Welded Tube signed a
series of agreements with Portland Tube Facility, LLC, represented
by Jerry M. Bryan, Esq., at Henderson Covington Messenger Newman &
Thomas in Youngstown, under which Portland Tube leased equipment
to Welded Tube.
These include:
(1) Equipment Lease dated March 30, 2000;
(2) Tax Indemnity Agreement dated March 30, 2000;
(3) Environmental Indemnity Agreement dated March 30,
2000; and
(4) Trademark License Agreement dated March 30, 2000.
Each of these agreements expires on March 30, 2008. Under the
Equipment Lease, Welded Tube is required to pay monthly rent in
the amount of $430,262.67. The Trademark License Agreement is
royalty-free, and neither the Tax Indemnity nor the Environmental
Indemnity Agreement require regular payment obligations.
As of the Petition Date, Welded Tube owed Portland Tube
approximately $28,000,000 under the Agreements for past due and
future rent. On November 29, 2002 -- well before the Court-
established Bar Date -- Portland Tube filed its proofs of claim
under the prepetition obligations.
Mr. Bryan recites the Motion brought by Portland Tube to force
Welded Tube to pay post-petition amounts due to it through
October 30, 2002. This Motion was granted -- but only for the
purpose of requiring Welded Tube to permit Portland Tube access to
the Multnomah Facility for purpose of showing it to potential
purchasers.
Welded Tube continues to be in breach of the Agreements and to
blatantly disregard its obligations under the Agreements despite
the January 2003 Order. Prior to the filing of the first Motion
by Portland Tube, Welded Tube was current in its rent and tax
obligations under the Agreements. In February, 2003, Welded
Tube's rejection of the Agreements become effective.
The amount which Portland Tube seeks represents the outstanding
postpetition balance under the Agreements as of the Rejection Date
and Portland wants it paid now. In the alternative, Portland Tube
asks that it be granted an administrative claim in the amount of
$1,423,620.82.
The Debtors Settle
The Debtors in general, and Welded Tube in particular, promptly
settle this Motion with Portland Tube. By agreement:
(1) The Administrative Claim of Portland Tube in the
amount of $1,423,620.82 is allowed as an
administrative expense under the Copperweld
Debtors' Joint Plan against the bankruptcy estate of
Welded Tube of America in the allowed amount of
$1,401,955.68;
(2) Portland Tube agrees that the allowance of this
administrative claim and its treatment under the
Plan fully resolves and settles all claims and
liabilities, known and unknown, arising from
this claim.
In reaching this settlement, the Debtors are represented by
Nicholas M. Miller, Esq., at Jones Day in Cleveland.
Judge Bodoh adds his signature, and removes yet another contested
matter from the docket of these cases. (LTV Bankruptcy News, Issue
No. 57; Bankruptcy Creditors' Service, Inc., 609/392-00900)
MAGELLAN HEALTH: Names Cooney Chief Branding and Comms. Officer
---------------------------------------------------------------
Magellan Health Services, Inc. (OCBB:MGLH) has named Christopher
W. Cooney chief branding and communications officer. In this role,
Cooney will be responsible for the development and management of
Magellan's brand strategy and will oversee advertising, public
relations, and internal and marketing communications for the
Company.
Steven J. Shulman, chief executive officer of Magellan, said,
"Chris Cooney brings to Magellan a strong track record in branding
and communications coupled with business operations skills that
will be valuable assets to the new Magellan. Chris and his team
will be responsible for Magellan's brand development and
management, and will support the Company's business strategy,
product development and sales initiatives."
Cooney has 20 years of experience in marketing, communications and
business operations. Prior to joining Magellan, he was president
of CWC Consulting, a Stamford, Connecticut-based marketing,
communications and management consultancy, whose clients included
corporations, non-profits and political organizations. His
background includes a number of executive-level positions with a
variety of organizations, including large corporations, venture
capital firms and the public sector. Cooney has served as chief
marketing officer for Internet HealthCare Group, a health care
venture capital firm, and as executive vice president, global
marketing and communications, for Wunderman Worldwide, a division
of Young and Rubicam, an international communications company. He
also was national vice president, corporate communications, for
Prudential HealthCare. Earlier in his career, Cooney served as
cabinet secretary in the Office of the Governor of the State of
New Jersey. Cooney holds a bachelor's degree from Pennsylvania
State University.
Headquartered in Columbia, Md., Magellan Health Services
(OCBB:MGLH), is the country's leading behavioral managed care
organization. Its customers include health plans, corporations and
government agencies.
MARINER: Has Until Friday to Challenge Sun Healthcare Claims
------------------------------------------------------------
The U.S. Bankruptcy Court approves the Mariner Health Group and
Mariner Post-Acute Network Debtors' stipulation with Sun
Healthcare Group to extend the time period within which the
Debtors must object to any Sun Healthcare proofs of claim. The
Claims Objection Deadline as to 13 MHG claims and 46 MPAN claims
filed by Sun is extended through November 14, 2003. (Mariner
Bankruptcy News, Issue No. 52; Bankruptcy Creditors' Service,
Inc., 609/392-0900)
MET-COIL SYSTEMS: Court Fixes Nov. 14, 2003 as Claims Bar Date
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware directs all
creditors of Met-Coil Systems Corporation and its debtor-
affiliates to file their proofs of claim against the Debtors on or
before Friday, November 14, 2003, or be forever barred from
asserting their claims.
Proof of Claim forms must be received before 4:00 p.m. Pacific
Time on Nov. 14. If filed via U.S. mail, forms must be sent to:
Bankruptcy Management Corporation
Attn: Met-Coil Systems Corporation, Claims Processing
PO Box 1033
1330 East Franklin Avenue
El Segundo, California 90245-1033
if via FedEx, overnight courier, or hand delivery, to:
Bankruptcy Management Corporation
Attn: Met-Coil Systems Corporation, Claims Processing
1330 East Franklin Avenue
El Segundo, California 90245-1033
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.
METROPOLITAN ASSET: Fitch Cuts Ratings on Classes B1 & B2 to BB/C
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on the following
Metropolitan Asset Funding issue:
Series 1999-A
-- Class A4, A5, X affirmed at 'AAA';
-- Class M1 affirmed at 'AA';
-- Class M2 affirmed at 'A';
-- Class B1 is downgraded to 'BB' from 'BBB' and removed
from Rating Watch Negative;
-- Class B2 is downgraded to 'C' from 'CCC'.
The negative rating actions taken on Class B1 and Class B2 reflect
the poor performance of the underlying collateral in the
transaction. The level of losses incurred has been higher than
expected and has resulted in the depletion of
overcollateralization. As of the October 2003 distribution, series
1999-A has $24,769.03 or 0.08% in OC.
MILLAR WESTERN: $175 Million Senior Unsecured Notes Rated at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
pulp and lumber producer Millar Western Forest Products Ltd.'s
proposed US$175 million senior unsecured notes due 2013.
At the same time, the 'B+' long-term corporate credit rating and
'B+' senior unsecured debt rating on Edmonton,Alta.-based Millar
Western were affirmed. The outlook is stable.
The ratings on Millar Western, a privately held pulp and lumber
producer, reflect the company's very aggressive capital structure.
This risk is partially offset by a competitive cost profile in
cyclical and commodity-oriented pulp and lumber markets, some
product diversity, and a high degree of fiber self-sufficiency.
"The amalgamation of various Millar family forest products assets
to form Millar Western in 1998 resulted in a highly leveraged
capital structure," said Standard & Poor's credit analyst Clement
Ma. "Moreover, capital expansion of the Whitecourt sawmill in 2000
and 2001, followed by the current cyclical downturn, has made it
difficult for the company to reduce debt."
Total debt to capitalization was 85.4% as of Sept.30, 2003,
reflecting the favorable translation of U.S.-dollar denominated
debt from the recent weakening of the U.S. dollar.
Due to the very challenging conditions stemming from a weak
pricing environment, the softwood lumber trade dispute, and the
strengthening of the Canadian dollar in 2003, financial ratios
have hovered at trough levels. In the near term, the company will
remain vulnerable to all of those factors, and slow-to-recover
prices as the lumber industry remains fundamentally oversupplied
and the market for bleached chemithermomechanical pulp remains
strong but influenced by a generally weak paper market.
Nevertheless, with some modest improvement in pricing for pulp and
lumber in 2003 and continued strong production levels that have
lowered unit costs, ratios have improved somewhat during the
year, with EBITDA interest coverage of 2.3x and four-quarter
rolled funds from operations to total debt of 6.9% at
Sept. 30, 2003.
Partially offsetting Millar Western's aggressive financial profile
is the company's leading cost position, which enables the company
to maintain relative stability of financial performance, even
during the bottom of the cycle. Millar Western's pulp mills
benefit from a low-cost fiber supply; a nonunion workforce; and
modern, cost-efficient equipment. Its sawmill in Whitecourt,
completed in 2001, uses state-of-the-art technology and
automation, consistently operates above design-capacity levels,
and is one of the lowest cost mills in North America. During the
past several challenging years, the company has been able to
maintain operating margins of between 15%-20%, at a time when some
of the company's leading Canadian peers have experienced
substantial declines below those levels.
MIRANT: Court Names Dean Rapoport as Fee Committee Chairperson
--------------------------------------------------------------
Pursuant to Rule 9017 of the Federal Rules of Bankruptcy
Procedure and Rule 706 of the Federal Rules of Evidence, U.S.
Bankruptcy Court Judge Lynn appoints Dean Nancy B. Rapoport of the
University of Houston School of Law as the Court's expert with
respect to professional fees and expenses in the Mirant Debtors'
Chapter 11 cases. Ms. Rapoport will serve as chairperson of a fee
review committee to be formed.
The Fee Committee will be comprised of Ms. Rapoport and
representatives of the United States Trustee, the Debtors and
each of the committees appointed in these cases pursuant to
Section 1102 of the Bankruptcy Code. The Fee Committee will
recommend to the Court the manner and amount of Ms. Rapoport's
compensation.
Moreover, the Fee Committee will establish its own procedures,
provided that its duties will include meeting to review requested
compensation, negotiating fee adjustments with professionals when
appropriate, making recommendations to the Court regarding task-
specific or final fee enhancements, establishing forms for
professionals to follow in submitting summaries of requests for
compensation, and monitoring compensation and performance of
professionals not subject to Court review under Section 330 of
the Bankruptcy Code.
The Fee Committee will be dissolved upon:
(a) the request of the U.S. Trustee;
(b) the recommendation of a simple majority of the members of
the Fee Committee; or
(c) a Court order upon motion or sua sponte after notice and
hearing. (Mirant Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 609/392-0900)
MSW ENERGY: S&P Rates Proposed $225 Million Notes at BB-
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB-'
rating to the proposed $225 million senior secured notes due 2010
issued by MSW Energy Holdings II LLC and co-issued by MSW Energy
Finance Co. II LLC.
The outlook is stable.
The proceeds of the notes, together with capital contributions and
loans from the issuers' indirect parents, will be used to finance
the acquisition of United American Energy Holdings Corp.'s 50%
interest in Ref-Fuel Holdings LLC.
"The stable outlook on MSW II's senior notes reflects the outlook
on the ratings on American Ref-Fuel Co. LLC. The senior notes may
be downgraded should the ratings on ARC be lowered," said Standard
& Poor's credit analyst Elif Acar.
The only cash flow source for servicing the interest expense on
the notes is the available cash flow from ARC projects, which will
be distributed upstream after servicing the interest and scheduled
principal payments on recourse and nonrecourse project level debt,
which are then used to service the significant ARC debt
(approximately $1.2 billion).
The residual cash flow from ARC is then distributed up to MSW II
based on its 50% ownership percentage subject to a distribution
test of 1.75x recourse debt service coverage at the ARC level.
ARC owns or controls and operates six waste-to-energy projects
located in the Northeastern U.S.
MSX INT'L: Reports Decline in 3rd-Quarter Operating Performance
---------------------------------------------------------------
MSX International, a global provider of technical business
services, announced net sales totaling $167.9 million for the
third fiscal quarter of 2003, which ended September 28, 2003.
Compared to the third quarter of 2002, net sales declined 16.3%
from $200.6 million. Lower net sales are due to cost containment
initiatives by major U.S. and European automotive customers,
reduced demand for information technology staffing, and greater
than customary seasonal factors.
Included in third quarter operating results are $2.0 million of
restructuring and severance costs related to staff reduction
actions implemented during the quarter. Financial results also
reflect a non-cash loss of $1.8 million prompted by the sale of
selected assets of our translation management business. As a
result, the company recorded a slight operating loss of $651
thousand. Similar charges are expected in the fourth quarter of
2003, when the remaining actions included in the company's cost
management plan are completed. The plan, which affects about 300
employees in Europe and the United States, is expected to generate
approximately $30 million in annualized savings when fully
implemented in 2004.
Thomas T. Stallkamp, vice chairman and chief executive officer,
commented, "Recently directed cost actions at selected customers
impacted our near-term financial results. After recognizing the
potential impact, we responded quickly with a plan and actions to
reduce variable costs proportionally. At the same time, we
maintained availability under our bank revolver through
disciplined cash management. Robert Netolicka, who joined us in
June as president and chief operating officer, is providing
aggressive leadership for these initiatives and for the expansion
of our services beyond our traditional customers. Looking ahead,
we are committed to providing the outsourced technical business
services our customers require to meet their individual growth
objectives."
Interest expense totaled $9.4 million in the third quarter,
reflecting an increase of $2.5 million from the prior year due
primarily to a $2.4 million non-cash charge in connection with the
company's recent refinancing of senior secured debt. Due to
continuing lower operating performance of selected businesses, the
company also recorded a non-cash valuation allowance of $17.0
million to establish reserves against a substantial portion of its
deferred tax assets. As a result, the company's third quarter
consolidated net loss was $(24.9) million.
MSX International (S&P, B+ Corporate Credit, B- Subordinated Debt
and B+ Senior Secured Credit Facility Ratings), headquartered in
Southfield, Mich., is a global provider of technical business
services. The company combines innovative people, standardized
processes and today's technologies to deliver a collaborative,
competitive advantage. MSX International has over 7,000 employees
in 25 countries. Visit their Web site at http://www.msxi.com
MTR GAMING: 3rd Quarter EBITDA Rises 20% on 9% Revenue Increase
---------------------------------------------------------------
MTR Gaming Group, Inc. (Nasdaq National Market:MNTG) announced
financial results for the third quarter and nine-month period
ended September 30, 2003.
Total revenues for the third quarter increased 9% to $84.1 million
from $77.2 million in the third quarter of 2002, while EBITDA grew
at a faster rate, by 20% to $17.6 million from $14.7 million. Net
income was $6.0 million or $.21 per diluted share compared to $6.2
million or $.22 per diluted share in last year's period. Third
quarter results included higher interest expense and increased
depreciation from additional facilities and equipment and the
acquisition of Scioto Downs during the quarter.
Gaming revenues ("net win") at Mountaineer rose 6.2% to $68.7
million during the third quarter, producing net win-per-day-per-
machine of $232 based on an average of 3,220 machines for the
current quarter, compared to $237 with an average of 2,995
machines in the third quarter of 2002. EBITDA at Mountaineer
increased 22% from $16.1 million to $19.7 million.
Revenues at MTR's Speedway Property in North Las Vegas were $2.3
million in the third quarter and the property incurred an EBITDA
loss of $78,000 due largely to new competition in the North Las
Vegas market. Revenues at Scioto Downs, which MTR acquired on July
31, 2003, were $1.5 million in the third quarter (from the date of
acquisition), and the property incurred an EBITDA loss of
$115,000.
For the first nine months of 2003, total revenues rose 9% to
$223.2 million from $203.7 million, EBITDA increased 13% from
$36.5 million to $41.2 million, and, as a result of the
aforementioned increase in depreciation and interest expense, net
income was $12.9 million or $.45 per diluted share compared to
$15.2 million or $.52 per diluted share in the 2002 period. Gaming
revenues ("net win") at Mountaineer rose 14.3% to $186.7 million
during the first nine months of 2003, producing net win-per-day-
per-machine of $220 based on an average of 3,112 machines for the
current period, compared to $241 with an average of 2,625 machines
in the 2002 period.
Edson R. (Ted) Arneault, President and CEO of MTR Gaming Group,
stated, "We are pleased with the operating results for the
quarter, especially with regard to revenue increases in every
category and overall margin improvement. EBITDA increased to 21%
of total revenues from 19% in the third quarter of last year. We
continued to focus on overall cost containment efforts, and in
this regard marketing expenses declined despite the aggressive
marketing awareness campaign we initiated in order to increase
Mountaineer's population penetration."
Average hotel occupancy at Mountaineer was 77% for the quarter,
including 93% on the weekends, and the average daily rate was $83.
Mr. Arneault further stated, "We completed our acquisition of
Scioto Downs during the quarter and the integration of this
strategic property is proceeding as planned. With regard to our
external growth plans in Pennsylvania, on July 17 the Pennsylvania
Racing Commission voted unanimously to reinstate our license to
build Presque Isle Downs in Erie after an adverse court decision
in June. An applicant for the remaining racing license has
challenged the Racing Commission's reinstatement order. The Racing
Commission and we have filed motions for summary relief, which the
Commonwealth Court has agreed to hear in conjunction with the
appeal on December 10. We believe the Racing Commission acted in
accordance with all applicable laws and the directives of the
court's June decision and expect to move forward with our plans as
soon as possible in the event the appeal is concluded favorably.
Additionally, during the quarter, Keystone Downs, LLC, an entity
in which we will have an interest, filed an application for a
license to build a thoroughbred track near Pittsburgh.
Mr. Arneault concluded, "Based on recent operating results at
Mountaineer and our prospects for growth at Scioto and in
Pennsylvania, we remain enthusiastic about the Company's short and
long-term outlook."
Financial Guidance
The Company raised its fiscal 2003 financial guidance from total
revenues, EBITDA and net income of approximately $292 million, $50
million and $12.5 million, respectively, to approximately $293
million, $52 million, and $14 million, respectively.
The Company's guidance assumes that (i) the Company's investment
in Presque Isle Downs will not be impaired; (ii) no other
acquisitions or dispositions; and (iii) no material changes in
economic conditions, West Virginia gaming laws or world events.
MTR Gaming Group (S&P, B+ Corporate Credit Rating, Stable Outlook)
owns and operates the Mountaineer Race Track & Gaming Resort in
Chester, West Virginia, which currently encompasses a thoroughbred
racetrack with off-track betting and export simulcasting, 3,200
slot machines, 359 hotel rooms, golf course, spa & fitness center,
theater and events center, convention center and fine dining and
entertainment. The Company also owns and operates Scioto Downs
harness horse racing facility in Columbus, Ohio, the Ramada Inn
and Speedway Casino in North Las Vegas, and holds a license
(judicial review pending) to build a new thoroughbred racetrack
with parimutuel wagering in Erie, Pennsylvania. MTR is included in
the Russell 2000(R) and Russell(R) 3000 Indexes. For more
information, please visit http://www.mtrgaming.com
NORTH AMERICAN ENERGY: S&P Rates Long-Term Corp. Credit at BB
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' long-term
corporate credit rating to North American Energy Partners Inc. At
the same time, the 'BB' senior secured debt rating was assigned to
the company's C$120 million bank facility maturing in 2008, and
the 'B+' senior unsecured debt rating was assigned to the
company's proposed notes maturing in 2011. Proceeds from the bank
facility and note issue will be used to buy out the existing
owners, to retire existing debt, and for general corporate
purposes. The outlook is stable.
"NAEP has an aggressive financial profile, which is somewhat
offset by the company's entrenched market position in servicing
oil sands projects," said Standard & Poor's credit analyst Daniel
Parker. "The secured bank facilities are notched up from the
corporate credit rating to reflect the enhanced recovery
prospects. Conversely, the unsecured notes are notched down to
reflect the low, tangible collateral value remaining," Mr. Parker
added.
Spruce Grove, Alta.-based NAEP provides services such as site
preparation, ore removal, piling, and installation of pipelines.
The major risks faced by the company include delays or
cancellations of oil sands projects, the entrance of more
competition, and margin pressures as oil sands producers try to
lower costs. Contract risk is mitigated as revenues are generally
derived under lower risk, cost-plus or time-and-materials
contracts. Only 5% of NAEP's revenue is derived under fixed-price
contracts. Overall, the fair business profile reflects the
company's strong position providing these services in its core
market in Alberta's oil sands region. NAEP is well positioned to
benefit from growing oil sands development due to its existing
relationships with the major oil sands producers, and its
experience and expertise with similar projects.
The company's financial profile is very aggressive, with adjusted
total debt to capital of 70% as a result of the leveraged buyout.
Leverage is expected to decline to about 60% by the end of 2005,
as the C$70 million bank term loan amortizes, and excess cash flow
is used to repay the facility. NAEP has a long history of
profitable growth and is expected to generate increased cash flows
with the further development of the oil sands.
The company's financial performance is expected to be stable
through the end of 2005 based on its existing contract base, and
the potential for additional work from new oils sands projects and
expansions.
NORTHWEST AIRLINES: PFAA Negotiates Furloughed Employees' Recall
----------------------------------------------------------------
The Professional Flight Attendants Association (PFAA) has
negotiated an agreement for Northwest Airlines (Nasdaq:NWAC) to
recall furloughed flights attendants based on the number of active
flight attendants taking long-term leaves-of-absence, and to
extend furloughed employees' eligibility for health care and pass
travel benefits. The agreement benefits all furloughed and active
flights attendants throughout the Northwest system.
In order to ensure service levels, especially during the high-
traffic holiday season and illness-prone winter months, Northwest
has agreed to offer voluntary, non-cancelable "convenience leaves"
of up to 11 months, with starting dates in January 2004. The
leaves will be awarded to applicants based on seniority.
For every flight attendant who takes a voluntary leave of six
months or more under this agreement, the airline will recall at
least one furloughed flight attendant, according to Guy Meek,
interim PFAA president. The recalls, which are voluntary on the
employees' part, will have effective dates starting on
December 15, 2003 and in no case later than March 1, 2004. An
employee who declines a recall offer will remain eligible for
future recall offers.
For furloughed flight attendants currently paying COBRA health
care premiums, Northwest will extend the COBRA benefits
eligibility period through March 2005. COBRA eligibility normally
ends 18 months after an employee is laid off. In addition, they
will have their travel privileges extended to March 2005.
Northwest has the right to re-furlough recalled employees until
March 1, 2005 without an unpredictable "force majeure" event.
After that date, however, flight attendants recalled under the
agreement and still on active status become permanent employees.
(Employees who are on active, non-furloughed status today cannot
be furloughed except in the case of a force majeure event.)
"It's customary for flight attendants to take voluntary leaves for
maternity and other personal reasons. We saw a way to expand this
to benefit our furloughed members," said Peter Fiske, interim
member-at-large.
"This 'win-win' agreement is a model for cooperative problem-
solving between labor and management," added Jose Arturo Ibarra,
interim vice president. "You would not see a traditional union
taking a creative approach like this." He said the special
agreement does not affect the flight attendants' labor contract or
PFAA's determination to resolve other issues, such as Northwest's
failure to permit union dues to be deducted from flight
attendants' paychecks.
Northwest Airlines (S&P, B+ Corporate Credit Rating, Negative) is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,500 daily departures. With its travel partners,
Northwest serves nearly 750 cities in almost 120 countries on six
continents. In 2002, consumers from throughout the world
recognized Northwest's efforts to make travel easier. A
2002 J.D. Power and Associates study ranked airports at Detroit
and Minneapolis/St. Paul, home to Northwest's two largest hubs,
tied for second place among large domestic airports in overall
customer satisfaction. Readers of TTG Asia and TTG China named
Northwest "Best North American airline."
Visit Northwest's Web site at http://www.nwa.comfor more
information on the Company.
NRG ENERGY: Court Fixes NRG McClain's December 8 Claims Bar Date
----------------------------------------------------------------
NRG McClain LLC sought and obtained a Court order establishing
December 8, 2003 as the last day for all persons and entities to
assert a claim against NRG McClain. The Court also established
February 15, 2004 as the last day for governmental units to file
a claim against NRG McClain.
Proofs of claim must conform substantially to Form No. 10 of the
Official Bankruptcy Forms. Proofs of claim must be filed either
by mail, by hand or by overnight courier to the United States
Bankruptcy Court, Southern District of New York.
Proofs of claim will be deemed filed only when received by the
Clerk of the Court on or before the Bar Date. Proofs of claim
must be signed and must be in the English language; must include
supporting documentation or an explanation as to why
documentation is not available; and must be denominated in United
States currency.
Any person or entity that holds a claim arising out of the
rejection of an executory contract or unexpired lease as to which
the order authorizing the rejection is dated on or before the
date of service of the Bar Date Notice, must file a proof of
claim by the Bar Date.
If the Debtor amends or supplements the Schedules, the Debtor
will give notice of any amendment or supplement to the holders of
claims affected, and the holders will be afforded 30 days from
the date of the notice to file proofs of claim in respect of
their claims or be barred from doing so. (NRG Energy Bankruptcy
News, Issue No. 12; Bankruptcy Creditors' Service, Inc., 609/392-
0900)
OWENS CORNING: Third-Quarter Results Reflect Marked Improvement
---------------------------------------------------------------
Owens Corning (OTC: OWENQ) reported financial results for the
quarter ended September 30, 2003.
For the quarter, the company had net sales of $1.349 billion,
compared to net sales of $1.306 billion for the same period in the
prior year. For the quarter, the company reported net income of
$55 million. This compares to a net loss of $2.359 billion for
the third quarter of 2002. Contributing to the loss in the prior
year were pre-tax charges to income for asbestos-related
liabilities of $1.381 billion for Owens Corning and $975 million
for Fibreboard, for a total charge of $2.356 billion.
Owens Corning reported income from operations of $104 million for
the quarter, including $5 million of Chapter 11-related charges
and a $1 million other charge as the result of a contractual post-
closing adjustment to the selling price of the Company's metal
systems business. For the third quarter of 2002, the company
reported a loss from operations of $2.342 billion, including $35
million of Chapter 11-related charges, an $11 million
restructuring charge, other charges of $33 million, and the $2.356
billion charge for asbestos-related liabilities. All charges
included in income from operations are pre-tax.
Owens Corning ended the quarter with a cash balance of $769
million.
"We were very pleased with our operational performance for the
quarter as we experienced solid volume increases versus the third
quarter of 2002 in most of our businesses. Our Company has
significant momentum heading into the fourth quarter, but higher
energy and raw material costs, as compared to last year, continue
to be a challenge," said Dave Brown, Owens Corning's chief
executive officer.
"As we evaluate our operating results, excluding the costs of our
Chapter 11 process, restructuring and other charges, we are
pleased with our progress," he added. Owens Corning is a world
leader in building materials systems and composite systems.
Founded in 1938, the company had net sales of $4.9 billion in
2002. Additional information is available on Owens Corning's Web
site at http://www.owenscorning.com
On October 5, 2000, Owens Corning and 17 United States
subsidiaries filed voluntary petitions for relief under Chapter 11
of the U. S. Bankruptcy Code in the U. S. Bankruptcy Court for the
District of Delaware. The Debtors are currently operating their
businesses as debtors-in-possession in accordance with provisions
of the Bankruptcy Code. The Chapter 11 cases of the Debtors are
being jointly administered under Case No. 00-3837 (JKF). The
Chapter 11 cases do not include other U. S. subsidiaries of Owens
Corning or any of its foreign subsidiaries. The Debtors filed for
relief under Chapter 11 to address the growing demands on Owens
Corning's cash flow resulting from the substantial costs of
asbestos personal injury liability.
On October 24, 2003, the Debtors, together with the Official
Committee of Asbestos Claimants and the Legal Representative for
future asbestos personal injury claimants, filed a proposed Fourth
Amended Joint Plan of Reorganization in the U. S. Bankruptcy Court
for the District of Delaware. The Plan is subject to confirmation
by the Bankruptcy Court. Under the Plan, as filed, it is expected
that all classes of creditors will be impaired. Therefore, the
Plan also provides that the existing common stock of Owens Corning
will be cancelled, and that current shareholders will receive no
distribution or other consideration in exchange for their shares.
It is impossible to predict at this time the terms and provisions
of any plan of reorganization that may ultimately be confirmed,
when a plan will be confirmed, or the treatment of creditors
thereunder.
OWENS CORNING: Files Fourth Amended Plan & Disclosure Statement
---------------------------------------------------------------
Owens Corning's Fourth Amended Plan provides for an asbestos
personal injury permanent channeling injunction under Section
524(g) of the Bankruptcy Code. Pursuant to the Asbestos Personal
Injury Permanent Channeling Injunction and the Plan, certain
entities are protected by the scope of the Asbestos Personal
Injury Permanent Channeling Injunction. These Protected Parties
are:
(1) any Debtor and its Related Persons;
(2) any Reorganized Debtor and its Related Persons;
(3) any person to the extent that person is alleged to be
directly or indirectly liable for the conduct of claims
against, or demands on any of the Debtors, the Reorganized
Debtors, or the Asbestos Personal Injury Trust on account
of Asbestos Personal Injury Claims by reason of:
(a) the person's ownership of a financial interest in any
of the Debtors or Reorganized Debtors, a part of
present Affiliate of any of the Debtors or the
Reorganized Debtors, or predecessor-in-interest of any
of the Debtors or the Reorganized Debtors;
(b) the person's involvement in the management of any of
the Debtors or the Reorganized Debtors or any
predecessor-in-interest of any of the Debtors or the
Reorganized Debtors; or
(c) the person's service as an officer, director, or
employee of any of the Debtors, the Reorganized
Debtors or any Interested Party.
Asbestos PI Permanent Channeling Injunction
and Injunction Channeling Fibreboard Asbestos Claims
Pursuant to the Asbestos Personal Injury Permanent Channeling
Injunction, Protected Parties will be protected against these
Enjoined Actions:
(1) The commencement, conduct, or continuation in any manner
directly or indirectly, of any suit, action or other
proceeding in any forum;
(2) The enforcement, attachment, collection or seeking to
recover any judgment, award, decree, or other order;
(3) The creation, perfection or enforcement in any manner
directly or indirectly of any Encumbrance;
(4) The setting off, seeking reimbursement of, contribution
from, or subrogation against, or other recoupment in any
manner, directly or indirectly, of any amount against any
liability owed to any Protected Parties; and
(5) The commencement or continuation, in any manner, in any
place, of any action which, in any case, does not comply
with or is inconsistent with the provisions of the Plan.
The Fourth Amended Plan also contains an injunction under Section
105 of the Bankruptcy Code, which channels all asbestos property
damage claims against Fibreboard Corporation, an injunction under
Section 105 against the Hartford Entities and an injunction with
respect to claims who vote in favor of the plan, which are
injunctions against conduct not otherwise enjoined under the
Bankruptcy Code.
All Class 9 claims will be channeled to the FB Asbestos Property
Damage Trust and will be processed, liquidated and paid pursuant
to the terms and provisions of the FB Asbestos Property Damage
Trust Agreement and the FB Asbestos Damage Trust Distribution
Procedures. The sole recourse of the holder of an allowed Class
9 Claim will be the FB Asbestos Property Damage Trust, and the
holder will have no right whatsoever at any time to assert its
Class 9 Claim against any FB person. On the Effective Date, all
persons will be permanently and forever stayed, restrained and
enjoined from taking any enjoined actions for the purpose of,
directly or indirectly, collecting, recovering or receiving
payment of, on, or with respect to any FB Asbestos Property
Damage Claims.
Indemnity and Contribution Claims;
Plant Insulations Objection
The Disclosure Statement provides that the OC and Fibreboard
Indirect Asbestos Personal Injury Claim for indemnity and
contribution, if any, will be subject to the same categorization,
evaluation and payment provisions of the Asbestos Personal Injury
Trust Distribution Procedures as all other OC and Fibreboard
Asbestos Personal Injury Claim, subject to certain conditions and
procedures germane to claims for indemnity and contribution.
In its objection, Plant Insulation Company asserted that various
special provisions of the Asbestos Personal Injury Trust
Distribution Procedures were improper. Plant Insulation alleged
that two of the preconditions for processing and payment of OC
Indirect Asbestos PI Trust Claims and FB Indirect Asbestos PI
Trust Claims cannot be met in a substantial percentage of its
cases, thus barring the payment of valid claims. Plant
Insulation alleged that the requirement that the claimant
establish that it has paid in full the liability and obligations
of the Asbestos Personal Injury Trust to the individual claimant
will be impossible to fulfill in a substantial number of cases
involving Plant Insulation, because its liability to the holder
of the direct claim is allegedly less than Fibreboard's liability
in many cases.
Plant Insulation also asserted that the requirement that the
holders of the OC Indirect Asbestos PI Trust Clams and FB
Indirect Asbestos PI Trust Claims prove that the individual
claimant has fully released the Asbestos Personal Injury Trust
from all liability cannot be met in many cases due to the death
of the claimant. Plant Insulation alleged that the Asbestos
Personal Injury Trust Distribution Procedures should contain
procedures for the processing of OC Indirect Asbestos PI Trust
Claims and FB Indirect Asbestos PI Trust Claims and should not
leave the Asbestos Personal Injury Trust with the discretion to
formulate procedures, including forms for proofs of claim in
addition to those they filed by the April 15, 2003 Bar Date.
Plant Insulation objected to the Asbestos Personal Injury Trust
Distribution Procedures based on other alleged ambiguities in the
Asbestos Personal Injury Trust Distribution Procedures Language
that the Plan Proponents believe assures that holders of OC
Indirect Asbestos PI Trust Claims and FB Indirect Asbestos PI
Trust Claims are not granted rights superior to the holders of
the direct claims.
The Plan Proponents made several changes to the Asbestos Personal
Injury Trust Distribution Procedures to address Plant
Insulation's objections. The Asbestos Personal Injury Trust
Distribution Procedures now provide for individual consideration
and evaluation of any OC Indirect Asbestos PI Trust Claim and FB
Indirect Asbestos PI Trust Claim that fails to meet the
requirements for presumptive validity, including those
requirements objected to by Plant Insulation. The review will
determine whether the indirect claimant can establish under
applicable state law that it has paid a liability or obligation
that the Asbestos Personal Injury Trust would otherwise have to
the direct claimant. Any unresolved disputes are subject to non-
binding arbitration procedures set forth in the Asbestos Personal
Injury Trust Distribution Procedures and, if not resolved by
arbitration, resolution through litigation in the tort system.
Plant Insulation continues to assert that despite the
modification to the Asbestos Personal Injury Distribution
Procedures, the Procedures are still ambiguous as to whether
holders of indemnity claims are precluded from recovering on
account of claims for attorney's fees and interest, allegedly
recoverable under certain conditions pursuant to the laws of most
states, including California.
The Plan Proponents contend that the conditions and other
limitations in the Asbestos Personal Injury Trust Distribution
Procedures concerning payment of OC Indirect Asbestos PI Trust
Claims and FB Indirect Asbestos PI Trust Claims are consistent
with both state law and bankruptcy law; including Sections 502(e)
and 509(c) of the Bankruptcy Code. Plant's objections to the
Asbestos Personal Injury Trust Distribution Procedures will be
resolved, if necessary, by the Bankruptcy Court or District Court
as part of the Confirmation Hearing.
Plant Insulation and the Debtors had a longstanding dispute with
respect to Plant Insulation's alleged claims. The Debtors
consistently maintained that Plant Insulation's claims are not
valid. The Debtors assert that it is well established under
California law that Plant Insulation does not have a right to
contractual indemnity against Fibreboard. Plant Insulation
asserts that it is entitled to indemnification from Fibreboard
under California law.
Prosecution of NSP Lawsuits
The Fourth Amended Plan also has a provision for prosecution of
the NSP Lawsuits and other adversary actions post-confirmation.
Under the Plan:
(1) all of the NSP Lawsuits and other adversary actions are
stayed through plan confirmation and are then to be
transferred to a Litigation Trust;
(2) a Litigation Trustee is to be selected by the plan
proponents and approved by the Court. The Court thus has
the ability to supervise the selection of the Litigation
Trustee to ensure neutrality;
(3) the Litigation Trustee is given full power to litigate or
settle the NSP Lawsuits and other adversary actions; and
(4) after expenses, all funds recovered by the Litigation
Trustee are distributed to the Creditors.
The Fourth Amended Plan provides that the Litigation Trustee may
be removed for cause and replaced by a designee of the Court.
Other Disclosures
The Fourth Amended Disclosure Statement also contains information
regarding the request of Kensington International Limited and
Springfield Associates LLC, two bank debt holders, asking Judge
Wolin to recuse himself from further participation in the Debtors'
cases and the Commercial Committee's request to intervene as party
plaintiffs and file complaints in the avoidance actions involving
payments made to asbestos-plaintiff law firms under the NSP
Agreements.
A free copy of the Fourth Amended Disclosure Statement (the
Fourth Amended Plan is attached as an exhibit) is available at:
http://bankrupt.com/misc/OwensFourthAmendedDisclosureStatement.pdf
(Owens Corning Bankruptcy News, Issue No. 61; Bankruptcy
Creditors' Service, Inc., 609/392-0900)
PACIFICARE: Aida Alvarez and Linda Rosenstock Named to Board
------------------------------------------------------------
PacifiCare Health Systems, Inc. (NYSE: PHS), has appointed Aida
Alvarez and Linda Rosenstock to its board of directors.
Alvarez was administrator of the U.S. Small Business
Administration from 1997 to 2001, and Rosenstock has been serving
as dean of the UCLA School of Public Health since 2000.
PacifiCare's board now consists of 12 members, with David A. Reed
serving as chairman.
"We believe Aida's and Linda's extensive health care, public
policy and financial experience will be tremendous assets to
PacifiCare as we continue our transition into a consumer health
organization," said Reed.
Alvarez was the first Hispanic woman, and the first person of
Puerto Rican heritage, to serve as a member of the President's
Cabinet. Under her direction, the SBA produced a record $61.5
billion in loans and venture capital for small businesses, tripled
SBA loans to women-owned businesses and more than doubled SBA
loans to minorities. During her tenure, the SBA became the No. 1
federal agency in the placement of women and minorities to top
senior career positions.
Prior to serving in the Cabinet, Alvarez created and directed the
first independent federal regulatory agency to oversee the $4
trillion secondary-mortgage market (Fannie Mae and Freddie Mac).
Her 30-plus year career includes stints in education, journalism,
health care and public finance.
Alvarez graduated cum laude from Harvard College in 1971. She
holds honorary Doctor of Law degrees from Iona College, Bethany
College in Kansas and the Inter-American University in Puerto
Rico. She currently serves on the Harvard Board of Overseers and
on the boards of the National Trust for Historic Preservation and
the Corporation for Supportive Housing.
Prior to her position as dean of the UCLA School of Public Health,
Rosenstock served as director of the National Institute for
Occupational Safety and Health (NIOSH) from 1994 through 2000.
During her tenure, she expanded NIOSH's responsibilities and
budget -- doubling the institute's annual appropriations -- and
was widely acclaimed for creating NORA, the National Occupational
Research Agenda. NORA is still regarded as a model of
public-private priority setting.
Previously, Rosenstock conducted her advanced medical training at
the University of Washington where she held appointments as
professor of medicine in the School of Medicine and professor of
Environmental Health in the School of Public Health and Community
Medicine. There, she founded and led the Occupational and
Environmental Medicine Clinic and Program.
At the University of Washington, Rosenstock was active in clinical
practice of both general internal medicine and occupational and
environmental medicine. She conducted research and published
extensively in many areas of medicine and public health, including
three books. She received her MD and MPH from Johns Hopkins
University in 1977. She is an elected member of the National
Academies' Institute of Medicine and most recently led the
institute's report, "Who Will Keep the Public Healthy?"
PacifiCare Health Systems (S&P, B Convertible Subordinated
Debenture Rating, Negative) is one of the nation's largest
consumer health organizations with more than 3 million health plan
members and approximately 9 million specialty plan members
nationwide. PacifiCare offers individuals, employers and Medicare
beneficiaries a variety of consumer-driven health care and life
insurance products. Currently, more than 99 percent of
PacifiCare's commercial health plan members are enrolled in plans
that have received Excellent Accreditation by the National
Committee for Quality Assurance (NCQA). PacifiCare's specialty
operations include behavioral health, dental and vision, and
complete pharmacy and medical management through its wholly owned
subsidiary, Prescription Solutions. More information on
PacifiCare Health Systems is available at
http://www.pacificare.com
PG&E: USGen Exclusivity Extension Hearing to Convene on Nov. 19
---------------------------------------------------------------
U.S. Bankruptcy Court Judge Mannes will convene a hearing on
November 19, 2003 to consider USGen's request. Pursuant to the
Order for Complex Chapter 11 Bankruptcy Case dated July 16, 2003,
USGen's Exclusive Period is automatically extended, without the
necessity of a bridge order, until the conclusion of that hearing.
As previously reported, USGen asked the Court to extend its
exclusive period to file a plan to and including March 4, 2004 and
its exclusive period to solicit acceptances of that plan to and
including May 3, 2004. (PG&E National Bankruptcy News, Issue No.
9; Bankruptcy Creditors' Service, Inc., 609/392-0900)
PILLOWTEX: Court Okays BDO Seidman as Committee's Accountant
------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Pillowtex
Debtors obtained the Court's authority to retain BDO Seidman, LLP
as its accountant, nunc pro tunc to August 11, 2003.
With the Court's approval, BDO will:
(a) analyze the Pillowtex Debtors' financial operations, as
necessary;
(b) analyze the Debtors' real property interests, including
lease assumptions and rejections and potential real
property asset sales;
(c) perform claims analysis for the Committee, including
analysis of reclamation claims;
(d) verify the physical inventory of merchandise, supplies,
equipment and other and liabilities, as necessary;
(e) assist the Committee in its review of monthly statements
of operations to be submitted by the Debtors;
(f) assist the Committee in its evaluation of cash flow and
other projections prepared by the Debtors;
(g) scrutinize cash disbursements on an on-going basis for the
period subsequent to the Petition Date;
(h) analyze transactions with insiders, related and affiliated
companies;
(i) analyze transactions with the Debtors' financing
institutions;
(j) prepare and submit reports to the Creditors' Committee to
aid them in evaluating any proposed plan of liquidation;
(k) assist the Committee in its review of the financial
aspects of a plan of liquidation to be submitted by the
Debtors, or in arriving at a proposed liquidation plan;
(l) attend meetings of Creditors and conferences with
representatives of the creditor groups and their counsel;
(m) prepare hypothetical orderly liquidation analysis;
(n) monitor the sale or liquidation of the company; and
(o) perform other necessary services as the Committee or the
Committee's counsel may request from time to time with
respect to the financial, business and economic issues
that may arise.
Subject to changes in the ordinary course of its business, BDO's
current hourly billing rates are:
Partners $330 - 600
Senior Managers 215 - 480
Managers 195 - 330
Seniors 140 - 245
Staff 85 - 185
(Pillowtex Bankruptcy News, Issue No. 54; Bankruptcy Creditors'
Service, Inc., 609/392-0900)
PITTSBURGH: Fitch Cuts General Obligation Bonds to Low-B Level
--------------------------------------------------------------
Fitch Ratings lowers to 'BB' from 'A-' the rating on Pittsburgh,
PA's general obligation bonds and keeps the rating on its Rating
Watch Negative for possible further downgrade. Securities rated
'BB' are not investment grade.
The rating action reflects both the ongoing delay in resolving
Pittsburgh's financial crisis and recent public statements by two
City Council members of their intention to petition the
Commonwealth's Department of Community and Economic Development to
make an Act 47 determination that Pittsburgh is a financially
distressed municipality.
Fitch believes that a delay of potentially up to 90 days, as
allowed under the Act 47 law, to implement a recovery plan
overlaps with an approximately $50 million debt service payment
due in February 2004. Absence of substantial progress toward
budget resolution in a timely manner could result in further
downgrade.
The city already restructured $13 million of debt service payments
in 2003 to provide cash flow relief as it sought tax reform
legislation from the commonwealth. Fitch believes a reprisal of
this option would be difficult since city's cash reserves will be
nearly exhausted by the end of the year and the budget uncertainty
could make it problematic to access the public markets or arrange
for suitable private financing.
Pittsburgh is due to release its 2004 budget on November 10.
Rating improvement is predicated on the adoption of a budget for
2004 that is structurally balanced, that generates a surplus
sufficient to eliminate an expected deficit of $7 million for
fiscal 2003, and that begins to restore general fund reserves.
Such a budget could be achieved either through council and mayoral
action, or through the courts and the Act 47 process.
PLAINWELL INC: Plan Confirmation Hearing Convening Tomorrow
-----------------------------------------------------------
A hearing before the Honorable Jerry W. Venters will convene at
the U.S. Bankruptcy Court for the District of Delaware tomorrow at
8:30 a.m., to consider the confirmation of the Amended Joint
Chapter 11 Liquidating Plan prepared by Debtors Plainwell, Inc.
and Plainwell Holding Company.
Plainwell Inc. and its affiliate filed for Chapter 11 protection
on November 21, 2000, (Bankr. Del. Case No. 00-4350). Laura Davis
Jones, Esq., Ira D. Kharasch, Esq., Robert M. Saunders, Esq., and
Rachel Lowy Werkheiser, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub, P.C. represent the Debtors in their liquidating
efforts.
PREMCOR REFINING: Fitch Rated Proposed 6-3/4% Sr. Notes at BB-
--------------------------------------------------------------
Fitch Ratings has assigned the senior unsecured debt rating of
'BB-' of Premcor Refining Group to the proposed offering by the
company of $210 million of 6-3/4% senior notes due 2011.
Fitch has also assigned the rating of 'B' to the proposed offering
of $175 million of 7-3/4% senior subordinated notes by the company
due 2012. The Rating Outlook for PRG remains Positive.
Proceeds from the combined $385 million offering will be used to
redeem all $100 million of the company's outstanding 8-3/8% senior
notes due 2007, $110 million of 8-5/8% senior notes due 2008 and
$175 million of 8-7/8% senior subordinated notes due 2007.
Fitch Ratings rates the debt of Premcor Refining Group and Port
Arthur Finance Corp., as follows:
PRG
-- $760 million secured credit facility 'BB';
-- Senior unsecured notes 'BB-';
-- Senior subordinated notes 'B'.
PAFC
-- Senior secured notes 'BB'.
At Sept. 30, 2003, total debt under PRG including PAFC was $1.44
billion. The Rating Outlook for the debt of PRG and PAFC remains
Positive.
PRG is a large independent U.S. refiner of petroleum products. The
company owns and operates three refineries with a combined
capacity to process 610,000 barrels per day of crude oil. PRG is a
wholly owned subsidiary of Premcor USA, which is wholly-owned by
Premcor Inc.
QUAKER CITY: Creditors Must File Claims by November 14, 2003
------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Ohio, Eastern Division, set 4:00 p.m. on November 14, 2003, as the
deadline for all creditors owed money on account of claims arising
prior to April 16, 2003, by:
* Quaker City Castings, Inc.,
* American Foundry Group, Inc.,
* Lionheart Industries, Inc.,
* Penatek Industries, Inc.,
* Pohlman Foundry Company, Inc.,
* Ring Carriers, Inc.,
* Vancouver Foundry Company, and
* Varicast, Inc.
to file their claims or be forever barred from asserting those
claims.
Creditors must file written proofs of claim. All known creditors
were supplied with customized claim forms reflecting how the
Debtors scheduled their claims. Blank proof of claim forms are
available for free at http://www.uscourts.gov/bankform/
Claim forms must be delivered to:
If sent by mail:
The Trumbull Group, LLC
c/o Quaker City Castings, Inc.
P.O. Box 721
Windsor, CT 06096-0721
If sent by courier or hand delivery:
The Trumbull Group, LLC
c/o Quaker City Castings, Inc.
4 Griffin Road, North
Windsor, CT 06095
Seven categories of claims are exempted from the Bar Date:
(a) claims already properly filed;
(b) claims scheduled in the right amount and not disputed,
contingent or unliquidated;
(c) claims previously allowed by the Bankruptcy Court;
(d) claims already paid in full;
(e) claims subject to another bankruptcy court-imposed
deadline
(f) intercompany claims; and
(g) administrative expense claims.
Quaker City Castings and its debtor-affiliates filed for chapter
11 protection on April 16, 2003 (Bankr. N.D. Ohio Case Nos. 03-
41848 through 03-41855). Brian A. Bash, Esq., and Kelly S.
Burgan, Esq., at Baker & Hostetler LLP, in Cleveland, Ohio,
represent the company in its restructuring.
RADIO UNICA: Files Prepackaged Plan and Disclosure Statement
------------------------------------------------------------
Radio Unica Communications Corp., and its debtor-affiliates filed
their Disclosure Statement to the Joint Prepackaged Plan of
Liquidation with the U.S. Bankruptcy Court for the Southern
District of New York. A full-text copy of the Debtors' Disclosure
Statement is available for a fee at:
http://www.researcharchives.com/bin/download?id=031103212457
The Debtors believe that the Plan provides distributions to all
Classes of Claims that reflect an appropriate resolution of the
Claims, taking into account the differing nature and priority of
such Claims:
Class Description Treatment
----- ----------- ---------
1 Non-Tax Priority Unimpaired; As soon as reasonably
Claims practicable, each Holder will
receive in full satisfaction, (A)
Cash or (B) such other treatment as
to which the Holder and the Debtors
agree in writing.
2 Secured Lender Unimpaired; The legal, equitable
Claims and contractual rights of the
Holders of Class 2 are unaltered by
the Plan. As soon as reasonably
practicable will receive in full
satisfaction: (A) Cash equal to the
amount of such Allowed Class 2
Claim or (B) such less favorable
treatment as to which the Debtors
and the Holder of such the Claim
have agreed upon in writing.
3 Other Secured Unimpaired; The legal, equitable
Claims and contractual rights of the
Holders of Class 3 Claims are
unaltered by the Plan. As soon as
practicable each Holder will
receive in full satisfaction: (A)
Cash equal to the amount of such
Allowed Class 3 Claim or (B) such
less favorable treatment as to
which the Debtors and the Holder of
such Allowed Other Secured Claim
have agreed in writing.
4 General Unsecured The legal, equitable and
Claims contractual rights of the Holders
of Class 4 Claims are unaltered by
the Plan. As soon as practicable
each Holder will receive in full
satisfaction: (A) Cash equal to the
amount of such Allowed Class 3
Claim or (B) such less favorable
treatment as to which the Debtors
and the Holder of such Allowed
Other Secured Claim have agreed in
writing.
5 Prepetition Impaired; Each Holder of an Allowed
Prepetition Senior Note Claim will
receive Cash equal to 70% of the
principal amount of such Allowed
Prepetition Senior Note Claim.
6 Old Equity Impaired; Old Equity is not
Interests entitled to, and will not receive
or retain, any property or interest
in property on account of such Old
Equity.
7 Subordinated Impaired; The Holders of
Claims Subordinated Claims will not
receive any distribution on
account of such Subordinated
Claims.
Headquartered in Miami, Florida, Radio Unica Communications Corp.,
the only national Spanish-language AM radio network in the U.S.,
broadcasting 24-hours a day, 7-days a week, filed for chapter 11
protection on October 31, 2003 (Bankr. S.D. N.Y. Case No. 03-
16837). Bennett Scott Silverberg, Esq., and J. Gregory Milmoe,
Esq., at Skadden Arps Slate Meagher & Flom, LLP represent the
Debtors in their restructuring efforts. When the Company filed for
protection from its creditors, it listed $152,731,759 in total
assets and $183,254,159 in total debts.
REDBACK NETWORKS: Court to Consider Prepack. Plan on December 19
----------------------------------------------------------------
Redback Networks Inc. (Nasdaq:RBAKQ), a leading provider of
broadband networking systems, announced that the U.S. Bankruptcy
Court for the District of Delaware has set an aggressive schedule
for completing its financial restructuring process.
The court has established December 19th for the confirmation
hearing for approval of its pre-packaged plan of reorganization.
An affirmative judgment on the 19th could become effective in
approximately ten calendar days after the order confirming the
plan is entered by the court. In addition, the court also approved
Redback's first day motions, ensuring seamless continued
operations.
"Because we have already completed a significant amount of the
work involved in developing a plan of reorganization and believe
we have received overwhelming positive support from creditors and
shareholders, we expect to move through court quickly and
smoothly," said Kevin DeNuccio, chief executive officer and
president of Redback Networks. "We are looking forward to
completing this final step in a long process."
Redback Networks Inc. enables carriers and service providers to
build profitable next-generation broadband networks. The company's
User Intelligent Networks(TM) product portfolio includes the
industry-leading SMS(TM) family of subscriber management systems,
and the SmartEdge(R) Router and Service Gateway platforms, as well
as a comprehensive User-to-Network operating system software, and
a set of network provisioning and management software.
Founded in 1996 and headquartered in San Jose, Calif., with sales
and technical support centers located worldwide, Redback Networks
maintains a growing and global customer base of more than 500
carriers and service providers, including major local exchange
carriers, inter-exchange carriers, PTTs and service providers.
RIVER ROCK: Completes $200-Million Senior Note Financing Deal
-------------------------------------------------------------
The River Rock Entertainment Authority announced the closing of a
private placement of $200 million principal amount of its 9-3/4%
senior notes due in 2011.
The Authority is an instrumentality of the Dry Creek Rancheria
Band of Pomo Indians, a federally recognized, self-governing
Indian tribe. The tribe has 768 enrolled members and an
approximately 75-acre reservation in Sonoma County, California.
The Authority, which is a Tribal governmental entity, owns and
operates the River Rock Casino, a 62,000 square foot facility
which is on the reservation and overlooks the scenic Alexander
Valley. River Rock Casino features 35,500 square feet of gaming
space containing 1,600 slot and video poker gaming machines, as
well as two full-service restaurants.
The Authority intends to use the net proceeds from the offering to
repay a substantial portion of its outstanding indebtedness and to
fund the construction of three parking structures, pay for
reservation and casino infrastructure improvements, and fund a
settlement with a former developer that will result in the
resolution of litigation between them and related parties and the
transfer of rights and real estate to the Tribe.
The Notes offered and sold have not been registered under the
Securities Act of 1933, as amended or any state securities laws,
and are only being offered and sold to qualified institutional
buyers in reliance on the exemption from registration provided by
Rule 144A. Unless so registered, the Notes may not be offered or
sold in the United States except pursuant to an exemption from the
registration requirements of the Securities Act and applicable
state securities laws.
As previously reported, Standard & Poor's Ratings Services
assigned its 'B+' rating to the River Rock Entertainment
Authority's $190 million senior secured note offering due 2011.
In addition, Standard & Poor's assigned a 'B+' corporate credit
rating to the Authority. These ratings are subject to review of
final documentation and legal opinions. The outlook is stable. Pro
forma total debt outstanding at June 30, 2003, was approximately
$200 million.
ROHN INDUSTRIES: Bringing-In Duane Morris LLP as Special Counsel
----------------------------------------------------------------
Rohn Industries, Inc., and its debtor-affiliates wish to employ
Duane Morris LLP as Special Counsel in connection with pending
litigation against Platinum Equity LLC and PFrank LLC concerning a
certain Asset Purchase Agreement.
Duane Morris will be retained in a contingency fee basis:
a) if the Claim settles before the commencement of a trial,
Duane Morris will receive 25% of the total value of the
settlement; or
b) if the Claim settles of a judgment is awarded after the
commencement of a trial, Duane Morris will receive 30%
of the total value of the settlement or judgment.
Headquartered in Frankfort, Indiana, Rohn Industries, Inc.
manufactures and installs infrastructure components for the
telecommunications industry. The Company files for chapter 11
protection on September 16, 2003 (Bankr. S.D. Ind. Case No. 03-
17287). Henry Efroymson, Esq., at Ice Miller Donadio & Ryan
represents the Debtors in their restructuring office. When the
Company filed for protection from its creditors, it listed
$22,576,661 in total assets and $27,833,458 in total debts.
TENET HEALTHCARE: Hosting Third-Quarter Conference Call Today
-------------------------------------------------------------
Tenet Healthcare Corporation (NYSE:THC) will announce results for
its third quarter of fiscal 2003 today, and will host a webcast at
11:00 a.m. EST to discuss results in further detail. All
interested investors are invited to participate in the webcast via
a link at http://www.tenethealth.comor
http://www.companyboardroom.com You may access it live, and it
will also be available for replay for thirty days.
Tenet also announced that members of its senior executive
management team will be making a presentation at an institutional
investor conference tomorrow. All interested parties are invited
to access the presentation at the Credit Suisse First Boston 2003
Health Care Conference via webcast at http://www.tenethealth.com
both live at 11:30 a.m. EST and on a replay basis for thirty days.
Tenet Healthcare Corporation, through its subsidiaries, owns and
operates 106 acute care hospitals with 26,216 beds and numerous
related health care services. Tenet and its subsidiaries employ
approximately 109,500 people serving communities in 16 states.
Tenet's name reflects its core business philosophy: the importance
of shared values among partners -- including employees,
physicians, insurers and communities -- in providing a full
spectrum of health care. Tenet can be found on the World Wide Web
at http://www.tenethealth.com
At June 30, 2003, Tenet Healthcare's balance sheet shows a total
shareholders' equity deficit of about $5.5 billion.
TRW AUTOMOTIVE: Third-Quarter 2003 Net Losses Hit $23-Mill. Mark
----------------------------------------------------------------
TRW Automotive Inc., reported financial results for the third
quarter ended September 26, 2003. Consolidated net losses were $23
million compared to predecessor third quarter combined net
earnings of $57 million in the prior year period. Sales for the
current year third quarter were $2.5 billion, which were
consistent with the level achieved in 2002.
Several factors contributed to the sharp decline in profit between
the current and prior year third quarter periods including a $65
million pre-tax decline in net pension/OPEB income, a $31 million
non-cash charge incurred in the current quarter relating to the
refinancing of the Company's bank term debt, a decline of $13
million in other income, an increase of $12 million in net
interest expense, and an increase of $6 million in restructuring
charges between the two periods. Excluding these items,
consolidated earnings before income taxes were consistent with
combined prior year results.
For the third quarter ended September 26, 2003, pro forma
consolidated net losses were $23 million compared to pro forma
third quarter combined net earnings of $58 million in the prior
year. Sales for the period were $2.5 billion, a 2.1 percent
increase from the pro forma level achieved in 2002. The decline in
profit between the two periods on a pro forma basis results
essentially from the same factors described above.
Consolidated and combined results of the privately-held company
have been adjusted to illustrate the estimated pro forma effects
of the February 28, 2003 acquisition of the former TRW Inc.'s
automotive business by affiliates of The Blackstone Group L.P.
from Northrop Grumman Corporation, as if the acquisition had
occurred on January 1, 2002. Blackstone affiliates and management
currently own 80.4 percent of the business while a subsidiary of
Northrop Grumman owns the remaining 19.6 percent.
The Company's pro forma earnings before interest, taxes,
depreciation, amortization and net pension and OPEB expense
(EBITDAP) for the third quarter of 2003 totaled $214 million, a
decline of 11.2 percent compared to pro forma EBITDAP of $241
million during the prior year third quarter. Included in the
current quarter were $13 million of charges relating to costs
associated with restructuring programs while the prior year
quarter had $7 million of charges. These charges were primarily
related to headcount reductions. Exclusive of these charges, third
quarter 2003 EBITDAP was $227 million, a decline of 8.5 percent
compared to last year.
"As expected, the third quarter proved to be a challenging period
as both North American and European production volumes declined,"
said TRW Automotive President and Chief Executive Officer, John C.
Plant. "A strong result from our cost-down and productivity
programs during the quarter allowed us to offset a substantial
portion of the effect from lower production volumes."
Third quarter pro forma EBITDAP results were negatively impacted
by the effect of lower vehicle production volumes, both in North
America and Europe, mix of products sold, and a lower level of
other income. Partially offsetting these items were translation
gains resulting from the relative weakness of the U.S. dollar, and
the net effect of cost reduction programs in excess of inflation
and pricing.
During the third quarter, the Company used $6 million of cash in
support of operating activities, which included semi-annual cash
interest payments of $81 million on the Company's Senior and
Senior Subordinated Notes. In addition, the Company also had
capital expenditures totaling $87 million in the third quarter. As
of September 26, 2003, net debt (defined as debt less cash and
marketable securities) was $2.9 billion, an increase of $111
million as compared to June 27, 2003. The Company also completed a
refinancing transaction in the third quarter that resulted in the
establishment of a bank term C tranche of $1,250 million. These
proceeds, together with $46 million of available cash, were used
to retire the previously existing $1,100 million term B loan and
$200 million of the previously existing $410 million term A loan.
For the nine-month period ended September 26, 2003, pro forma
consolidated net earnings were $114 million compared to pro forma
nine-month combined net earnings of $218 million in the prior
year. Excluding a $158 million pre-tax decline in net pension/OPEB
income, a $15 million unrealized currency translation gain on debt
positions and the $31 million refinancing charge incurred in the
third quarter, nine-month 2003 pro forma earnings before taxes
improved by 8.7 percent compared to last year. Pro forma sales for
the nine- month period were $8.3 billion, a 7.1 percent increase
from the pro forma nine-month level achieved in 2002.
The Company's pro forma EBITDAP for the nine-month period ended
September 26, 2003 totaled $819 million, an increase of 5.5
percent compared to pro forma EBITDAP of $776 million during the
nine-month period in 2002. Included in the nine-months of 2003
were approximately $25 million of charges relating to costs
associated with restructuring programs, primarily headcount
reductions, and costs associated with the separation of the
Company from Northrop Grumman. The prior year nine-month results
had $15 million of restructuring charges. Exclusive of these
special charges, pro forma EBITDAP for the nine-month period ended
September 26, 2003, was $844 million, an increase of 6.7 percent
compared to last year.
TRW Automotive's (Fitch, BB Senior Secured Credit Facilities, B+
Senior Debt and B Senior Subordinated Debt Ratings, Stable) 2002
pro forma sales of $10.4 billion place it among the ten largest of
the world's automotive suppliers. Headquartered in Livonia,
Michigan, USA, the Company employs approximately 62,000 people in
22 countries who design, engineer, test and manufacture one of the
broadest arrays of automotive safety systems. The Company's
products include braking systems, steering systems, suspension
systems, occupant safety systems (seat belts and airbags),
electronics, engine valves, fastening systems and aftermarket
replacement parts and services. TRW Automotive news is available
on the Internet at http://www.trwauto.com
UNITED AIRLINES: US Bank Wins Access to Miami-Dade Project Fund
---------------------------------------------------------------
U.S. Bankruptcy Court Judge Wedoff, overseeing the United Airlines
Debtors' Chapter 11 cases, rules that the automatic stay is
partially modified to allow U.S. Bank, as Indenture Trustee, to
exercise its rights with respect to the Project Fund. U.S. Bank
may access monies not to exceed the $7,291,235 held in the Project
Fund, along with any interest earned.
Any claims related to the Bonds, including interest, premium,
principal, costs, fees or expenses, will be reduced on a dollar-
for-dollar basis by the amount in the Project Fund. Claims will
be accorded prepetition general unsecured status not entitled to
priority under Section 503 or 507 of the Bankruptcy Code. (United
Airlines Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., 609/392-0900)
UNITEDGLOBALCOM: Extends Exchange Offer for UGC Europe Shares
-------------------------------------------------------------
UnitedGlobalCom, Inc., (Nasdaq: UCOMA) has extended the exchange
offer by its wholly-owned subsidiary for all of the outstanding
publicly held shares of UGC Europe, Inc., (Nasdaq: UGCE) to remain
open until 5:00 p.m., New York City time, on Friday, November 14,
2003.
The offer remains subject to the conditions included in the offer
described in offering documents filed with the Securities and
Exchange Commission and mailed to the stockholders of UGC Europe.
United also reported that, as of November 7, 2003, 373,652 shares
of UGC Europe common stock have been tendered and not withdrawn,
representing approximately 0.7466% of the outstanding UGC Europe
common stock. United currently owns approximately 66.75% of the
outstanding UGC Europe common stock.
Notice For UGC Europe Stockholders
United filed a Registration Statement on Form S-4 (File No. 333-
109496) containing a prospectus relating to the exchange offer,
and Europe Acquisition, Inc., the wholly-owned subsidiary of
United which is offering to exchange the shares of UGC Europe,
filed a Schedule TO. UGC EUROPE STOCKHOLDERS AND OTHER INTERESTED
PARTIES ARE URGED TO READ THESE DOCUMENTS (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS WHEN AVAILABLE)
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION.
Materials filed with the SEC are available electronically without
charge at an Internet site maintained by the SEC. The address of
that site is http://www.sec.gov.
Documents filed with the SEC also may obtained from United without
charge by directing a request to Richard Abbott, Vice President of
Finance, UnitedGlobalCom, Inc., 4643 S. Ulster Street, Suite 1300,
Denver, CO 80237.
Notice for United Stockholders
United and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from United's
stockholders in connection with the special meeting of
stockholders to be held to approve the issuance of United's Class
A Common Stock in the exchange offer and planned merger.
Information concerning United's directors and executive officers
and their direct and indirect interests in the transaction is set
forth in United's definitive proxy statement filed with the SEC
relating to the special meeting of stockholders and the prospectus
contained in the Registration Statement on Form S-4 filed with the
SEC relating to the exchange offer. Materials filed with the SEC
are available electronically without charge at an Internet site
maintained by the SEC. The address of that site is
http://www.sec.gov.
Documents filed with the SEC also may be obtained from
United without charge by directing a request to Richard Abbott,
Vice President of Finance, UnitedGlobalCom, Inc., 4643 S. Ulster
Street, Suite 1300, Denver, CO 80237.
UnitedGlobalCom -- whose June 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $2.7 billion -- is the
largest international broadband communications provider of video,
voice, and Internet services with operations in numerous
countries. Based on the Company's operating statistics at June 30,
2003, United's networks reached approximately 12.6 million homes
passed and 8.9 million RGUs, including approximately 7.4 million
video subscribers, 704,200 voice subscribers, and 825,600 high
speed Internet access subscribers. United's major operating
subsidiaries include UGC Europe, a leading pan-European
broadband communications company; VTR GlobalCom, the largest
broadband communications provider in Chile; as well as several
strategic ventures in video and broadband businesses around the
world.
Please visit our web site at http://www.unitedglobal.comfor
further information about the company.
US AIRWAYS: Enters Stipulation Reducing Kuta-Two Aircraft Claim
---------------------------------------------------------------
On November 2, 2002, Kuta-Two Aircraft Corporation filed Claim
No. 3122 for $1,789,504 relating to Aircraft bearing Tail No.
N828US.
The Reorganized US Airways Debtors and Kuta-Two Aircraft agree
that Claim No. 3122 is reduced and allowed as a general unsecured
Class USAI-7 claim for all purposes under the Plan for $1,664,208.
All other claims relating to Tail No. N828US are disallowed. (US
Airways Bankruptcy News, Issue No. 41; Bankruptcy Creditors'
Service, Inc., 609/392-0900)
U.S. STEEL: Files Form 10-Q and Revises Prelim. Q3 2003 Results
---------------------------------------------------------------
United States Steel Corporation (NYSE: X) has filed its Report on
Form 10-Q for the quarter ended September 30, 2003.
The company noted in the filing that the reported net loss for the
third quarter of 2003 was $354 million, or $3.47 per diluted
share, which is $5 million, or 5 cents per diluted share, lower
than the preliminary net loss of $349 million, or $3.42 per
diluted share, announced on October 28, 2003. The reduction in
third quarter results reflects an additional accrual for
developments in pending domestic litigation since the issuance of
the preliminary earnings, as well as revisions to certain other
items.
United States Steel Corporation (S&P, BB- Corporate Credit Rating,
Negative) is engaged domestically in the production, sale and
transportation of steel mill products, coke and taconite pellets
(iron ore); steel mill products distribution; the management of
mineral resources; the management and development of real estate;
engineering and consulting services; and, through U. S. Steel
Kosice in the Slovak Republic and U. S. Steel Balkan, d.o.o. in
Serbia, in the production and sale of steel mill products and coke
primarily for the central and western European markets. As
mentioned in Note 5, effective June 30, 2003, U. S. Steel is no
longer involved in the mining, processing and sale of coal.
On May 20, 2003, U. S. Steel acquired substantially all the
integrated steelmaking assets of National Steel Corporation. The
aggregate purchase price was $ 1,269 million, consisting of $839
million in cash and the assumption or recognition of $430 million
in liabilities. The $839 million in cash reflects $844 million
paid to National at closing and transaction costs of $29 million,
less a working capital adjustment of $34 million in accordance
with the terms of the Asset Purchase Agreement. The receivable
recorded for the $34 million working capital adjustment is
expected to be collected in the fourth quarter 2003. Results of
operations include the operations of National from May 20, 2003.
On September 12, 2003, USSB, an indirect wholly owned Serbian
subsidiary of U. S. Steel, acquired Sartid a.d. (In Bankruptcy),
an integrated steel company majority-owned by the Government of
the Union of Serbia and Montenegro, and certain of its
subsidiaries out of bankruptcy. The aggregate purchase price was
$34 million consisting of a $23 million payable, cash transaction
costs of $6 million and the recognition of $5 million in
liabilities. $21 million of this payable was disbursed in October
and the remainder is expected to be disbursed in the fourth
quarter 2003. Results of operations include the results of Sartid
beginning September 12, 2003. Prior to September 12, 2003, the
operating results of activities under facility management and
support agreements with Sartid were included in USSK's results.
In the third quarter of 2003, U. S. Steel recorded curtailment
expenses of $310 million for pensions and $64 million for other
postretirement benefits related to employee reductions under the
Transition Assistance Program for union employees (excluding
former National employees retiring under the TAP), other
retirements, layoffs and pending asset dispositions. Termination
benefit charges of $34 million were recorded for supplemental
pension benefits provided to U. S. Steel employees retiring under
the TAP. $336 million of these charges were recorded in cost of
revenues and $72 million were recorded in selling, general and
administrative expenses. Further charges of $105 million for early
retirement cash incentives related to the TAP, excluding amounts
associated with former National employees, were recorded in cost
of revenues. Selling, general and administrative expenses for the
nine months of 2003 and nine months of 2002 also include pretax
settlement charges of $97 million and $10 million, respectively,
related to retirements of salaried personnel. Selling, general and
administrative expenses in the third quarter of 2003 also included
$8 million for an accrual for salaried benefits under the layoff
benefit plan.
On June 30, 2003, U. S. Steel completed the sale of the mines and
related assets of U. S. Steel Mining Company, LLC to a newly
formed company, PinnOak Resources, LLC, which is not affiliated
with U. S. Steel. The gross proceeds from the sale were $57
million, of which $50 million was received at closing and $7
million is expected to be received in the fourth quarter 2003, and
resulted in a pretax gain of $13 million. In addition, EITF 92-13,
"Accounting for Estimated Payments in Connection with the Coal
Industry Retiree Health Benefit Act of 1992" requires that
enterprises that no longer have operations in the coal industry
must account for their entire obligation related to the
multiemployer health care benefit plan created by the Act as a
loss in accordance with Statement of Financial Accounting
Standards (SFAS) No. 5, "Accounting for Contingencies."
Accordingly, U. S. Steel recognized the present value of these
obligations in the amount of $85 million. This resulted in the
recognition of an extraordinary loss of $52 million, net of tax of
$33 million.
On September 30, 2003, U. S. Steel and International Steel Group
Inc. reached an agreement to exchange the assets of U. S. Steel's
plate mill at Gary Works for the assets of ISG's No. 2 pickle line
at its Indiana Harbor Works. As a result of this non-monetary
exchange, which is expected to close before the end of the year,
U. S. Steel recognized in the third quarter 2003 a pretax
impairment charge of $46 million, which is recorded in
depreciation, depletion and amortization.
WACHOVIA BANK: S&P Assigns Prelim. Ratings to Ser. 2003-C8 Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Wachovia Bank Commercial Mortgage Trust's $974.2
million commercial mortgage pass-through certificates series 2003-
C8.
The preliminary ratings are based on information as of
Nov. 7, 2003. Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.
The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans. Standard & Poor's
analysis determined that, on a weighted average basis, the pool
has a debt service coverage of 1.77x, a beginning loan-to-value of
79.7%, and an ending LTV of 68.5%.
PRELIMINARY RATINGS ASSIGNED
Wachovia Bank Commercial Mortgage Trust
Commercial mortgage pass-thru certs series 2003-C8
Class Rating Amount
A-1 AAA 164,790,000
A-2 AAA 186,550,000
A-3 AAA 241,738,000
A-4 AAA 213,104,000
B AA 29,227,000
C AA- 13,396,000
D A 28,009,000
E A- 13,396,000
F BBB+ 15,831,000
G BBB 12,178,000
H BBB- 15,831,000
J BB+ 7,307,000
K BB 6,089,000
L BB- 4,871,000
M B+ 2,436,000
N B 4,871,000
O B- 2,436,000
P N.R. 12,178,294
X-C* AAA 974,238,294**
X-P* AAA 800,952,000**
* Interest only.
** Notional amount.
WARNACO GROUP: Antonio C. Alvarez Disposes of Warnaco Shares
------------------------------------------------------------
Antonio C. Alvarez, II, Director of Warnaco Group, Inc., reports
in a regulatory filing with the Securities and Exchange
Commission dated October 7, 2003, that he disposed of his shares
of Warnaco common stock through these transactions:
Transaction Date Shares Price
---------------- ------ -----
October 7, 2003 16,000 $17.27
October 7, 2003 10,000 17.22
October 7, 2003 10,000 17.19
All in all, Mr. Alvarez disposed of a total of 36,000 Warnaco
shares.
In another regulatory filing dated October 15, 2003, Mr. Alvarez
reports that he sold 36,400 shares of Warnaco Common Stock
through these transactions:
Transaction Date Shares Price
---------------- ------ -----
October 14, 2003 10,000 $17.68
October 14, 2003 6,400 17.66
October 14, 2003 10,000 17.65
October 14, 2003 10,000 17.52
The Transactions are pursuant a Trading Plan adopted in
compliance with Rule 10b5-1 of the Securities and Exchange
Commission. Under the terms of the plan, Mr. Alvarez will sell
200,000 shares of Warnaco Common Stock that covers the shares he
received from Warnaco for the services rendered by him and
Alvarez & Marsal Inc. in connection with Warnaco's filing for
bankruptcy, restructuring and subsequent emergence from Chapter
11 bankruptcy protection.
Currently, Mr. Alvarez still beneficially owns 52,113 shares of
Warnaco Common Stock. (Warnaco Bankruptcy News, Issue No. 55;
Bankruptcy Creditors' Service, Inc., 609/392-0900)
WCI STEEL: Reed Smith Serving as Committee's Bankruptcy Counsel
---------------------------------------------------------------
The duly appointed Committee of Unsecured Creditors of WCI Steel,
Inc.'s chapter 11 cases is asking for permission from the U.S.
Bankruptcy Court for the Northern District of Ohio to employ Reed
Smith LLP as Counsel in these proceedings, nunc pro tunc to
September 30, 2003.
The Committee has selected Reed Smith to represent because of its
extensive general experience and knowledge, and in particular, its
expertise in the fields of debtor protection and creditors' rights
and business reorganizations under chapter 11 of the Bankruptcy
Code.
In this engagement, Reed Smith is employed to:
a) advise the Committee with respect to its duties and
powers in these cases;
b) consult with the Debtors concerning the administration
of these cases;
c) assist the Committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of
the Debtors, the operation of the Debtors' business, and
the desirability of the continuation of such business,
and any other matters relevant to the case or to the
formulation of a Plan;
d) prepare all necessary motions, applications, answers,
orders, reports, or other papers in connection with the
administration of the Debtors' estates;
e) review any proposed Plan and Disclosure Statement,
participate with the Debtors or others in the
formulation or modification of a Plan, or propose a
Committee Plan if appropriate;
f) provide services in the area of governmental affairs as
requested; and
g) perform such other legal services as may be required and
in the interest of the Committee.
Paul M. Singer, Esq., a partner in Reed Smith tells the Court that
it will bill the Debtors' estates their standard hourly rates
which range from:
lawyers $175 to $550 per hour
paraprofessionals $ 75 to $230 per hour
Headquartered in Warren, Ohio, WCI Steel, Inc. is an integrated
steelmaker producing more than 185 grades of custom and commodity
flat-rolled steels. The Company filed for chapter 11 protection on
September 16, 2003 (Bankr. N.D. Ohio, Case No. 03-44662).
Christine M. Pierpont, Esq., and G. Christopher Meyer, Esq., at
Squire, Sanders & Dempsey, L.L.P. represent the Debtors in their
restructuring efforts. As of April 30, 2003, the Debtors listed
$356,286,000 in total assets and $620,610,000 in total debts.
WESTPOINT STEVENS: Court Clears Third Amendment to DIP Financing
----------------------------------------------------------------
The U.S. Bankruptcy Court approves the Third Amendment to
WestPoint Stevens Inc.'s DIP Credit Agreement.
* * *
Backgrounder
WestPoint Stevens' DIP Credit Agreement was first amended on
July 24, 2003 and was further amended on September 30, 2003.
Because of the non-material nature of the First and Second
Amendments, the Debtors did not seek the Court's approval.
1. Applicable Margins
The DIP Credit Agreement currently defines Applicable Margins as
0.625% for Base Rate Revolving Loans and all other Obligations
and 0.50% with respect to the Unused Line Fee. Because of a
scrivener's error, the existing definition of Applicable Margins
with respect to Base Rate Revolving Loans and the Unused Line Fee
is incorrect and does not reflect the actual agreement reached by
the parties to the DIP Credit Agreement. Accordingly, the Third
Amendment contemplates the modification of the definition by
changing the percentage rate -- retroactive to June 2, 2003 --
for the Base Rate Revolving Loans and Other Obligations to 0.75%
and the Unused Line Fee to 0.625%, subject to adjustment on
November 1, 2003, in accordance with the terms of the DIP Credit
Agreement.
2. Banker's Acceptances
The Debtors use banker's acceptances in conjunction with
documentary or commercial letters of credit to pay for the
purchases made from certain overseas suppliers of goods necessary
for the Debtors' businesses. Currently, because the DIP Credit
Agreement is silent on the Debtors' use of banker's acceptances,
availability may be overstated in the Debtors' letter of credit
subfacility during the interim period between issuance and
payment of any individual banker's acceptance. The Third
Amendment expressly provides for the inclusion of banker's
acceptances in the letter of credit subfacility, and addresses
the possible overstatement of availability by adding certain
provisions and definitions to the DIP Credit Agreement, which
will account for the dollar amount outstanding obligations
related to banker's acceptances in the calculation of the
availability.
3. EBITDA Covenants
The DIP Credit Agreement contains certain EBITDA covenants, which
the Debtors are obligated to meet. The Debtors want to amend the
dollar amounts of the existing EBITDA covenants. Without the
amendment, the Debtors believe that they will be in breach of the
covenant amounts.
This chart represents the original and amended EBITDA covenant
thresholds under the DIP Credit Agreement:
Current Amended
Period EBITDA EBITDA
------ ------- -------
4 consecutive Fiscal Months $58,000,000 $40,000,000
ending on the last day of the
Fiscal Month of September 2003
7 consecutive Fiscal Months 102,000,000 65,000,000
ending on the last day of the
Fiscal Month of December 2003
10 consecutive Fiscal Months 133,000,000 88,000,000
ending on the last day of the
Fiscal Month of March 2004
4 consecutive Fiscal Quarters 148,000,000 101,000,000
ending on the last day of the
Fiscal Month of June 2004
4 consecutive Fiscal Quarters 158,000,000 106,000,000
ending on the last day of the
Fiscal Month of September 2004
Each period of 4 consecutive 160,000,000 104,000,000
Fiscal Quarters ending on or
after the last day of the
Fiscal Month of December 2004
The DIP Credit Agreement currently provides that in the event
availability for any month falls below $75,000,000, then EBITDA
for the period will not fall below certain dollar amounts set
forth in the Agreement. As a condition for relaxing the existing
EBITDA covenants, this provision will be deleted and an
additional EBITDA test affecting availability under the DIP
Credit Agreement will be substituted in its place.
The alternative test provides for periodic EBITDA minimums that,
if unmet, would obligate the Debtors to maintain certain
availability minimums during the Next Availability Test Period.
These availability minimums would be no less than (i)
$75,000,000, if the Next Availability Test Period commences on or
before December 31, 2003, or (ii) $100,000,000, if the Next
Availability Test Period commences after December 31, 2003. This
summarizes the minimum EDBITDA amounts under the modified test:
Period EBITDA
------ ------
4 consecutive Fiscal Months ending on $42,000,000
the last day of the Fiscal Month
of September 2003
5 consecutive Fiscal Months ending on 53,000,000
the last day of the Fiscal Month
of October 2003
6 consecutive Fiscal Months ending on 64,000,000
the last day of the Fiscal Month
of November 2003
7 consecutive Fiscal Months ending on 74,000,000
the last day of the Fiscal Month
of December 2003
8 consecutive Fiscal Months ending on 83,000,000
the last day of the Fiscal Month
of January 2004
9 consecutive Fiscal Months ending on 92,000,000
the last day of the Fiscal Month
of February 2004
10 consecutive Fiscal Months ending on 100,000,000
the last day of the Fiscal Month
of March 2004
11 consecutive Fiscal Months ending on 107,000,000
the last day of the Fiscal Month
of April 2004
12 consecutive Fiscal Months ending on 115,000,000
the last day of each of the Fiscal Months
of May and June 2004
12 consecutive Fiscal Months ending on 119,000,000
the last day of each of the Fiscal Months
of July and August 2004
12 consecutive Fiscal Months ending on 120,000,000
or after the last day of the Fiscal Month
of September 2004
4. Plant Shut Down Costs
The Third Amendment modifies the DIP Credit Agreement by adding
an obligation, which requires the Debtors not to exceed closing
costs, in cash, in the aggregate amount equal to $28,737,000 for
the shutdown of certain plants, as set forth in the Debtors'
business plan which was presented to the Lenders on September 16,
2003.
5. Amendment Fee
In consideration of the Lenders' agreement to modify the existing
DIP Credit Agreement, the Debtors will pay a $450,000 amendment
fee. (WestPoint Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 609/392-0900)
WICKES INC: Sept. 27 Balance Sheet Upside-Down by $12.7 Million
---------------------------------------------------------------
Wickes Inc. (OTCBB: WIKS.OB), a leading distributor of building
materials and manufacturer of value-added building components,
today reported a third quarter 2003 net loss of $3.3 million,
compared to a net loss from continuing operations of $2.2 million
reported for the third quarter of 2002.
The third quarter of 2002 also included net income from
discontinued operations of $3.3 million, which resulted in net
income of $1.1 million for the third quarter of 2002.
The Company's third quarter same store sales increased 5.9 percent
over last year. The third quarter 2002 sales figure of $153.1
million includes $17.0 million in sales at centers sold or closed
prior to the third quarter of 2003. Removing these closed
operations from last year's figure, sales of $144.1 million for
the third quarter 2003 increased from $136.1 million in the third
quarter of 2002. This sales increase reverses the same store sales
decreases of 16.0 percent and 9.0 percent, respectively, recorded
in this year's first and second quarters.
In the fourth quarter of 2002, the Company sold thirty-one sales
and distribution centers and four component plants to Lanoga
Corporation. The results of these operations have been
reclassified as discontinued operations for the three and nine
month periods ended September 28, 2002, including sales of $84.1
million for the third quarter of 2002 and $208.6 million in sales
for the first nine months of 2002. In addition, the Company has
sold or closed seven other sales and distribution centers since
the third quarter of 2002. Currently, the Company operates 52
sales and distribution facilities compared to 59 sales and
distribution facilities included in the 2002 continuing operations
financial statement presentation.
Wickes' September 27, 2003 balance sheet shows a total
shareholders' equity deficit of about $12.7 million.
Commenting on the quarter, Jim O'Grady, Wickes President and Chief
Executive Officer, said, "The Wickes team has accomplished a great
deal in a short period of time. The most immediate and critical
changes to our business, which are sales growth, expense control
and inventory management, are now trending in the right direction.
Over the course of the quarter our same store sales improved from
flat with last year in July to an increase of six percent in
August and an increase of twelve percent over last year in
September."
The Company reported gross profit of $27.8 million or 19.3 percent
of sales for the third quarter 2003 compared to $32.6 million or
21.3 percent of sales reported for the third quarter of 2002.
However, a heightened focus on expense controls has yielded
significant improvement with selling, general and administrative
expenses comprising 18.3 percent of sales for the third quarter
2003 compared to 21.0 percent of sales during last year's third
quarter.
Mr. O'Grady added, "We consider our gross profit decline an
interim, manageable issue caused mostly by several factors.
Commodity lumber prices, particularly in plywood and panel
products, have seen significant cost increases. This has caused a
short term compression in margins in these products. In addition,
our manufacturing efficiencies are significantly less than our
expectations. This resulted in increased cost of sales for our
internally manufactured trusses and wall panels. Our expense
controls more than offset these margin challenges and we're
pleased that in total we exceeded our management income forecasts
and senior lender requirements."
Income from continuing operations before interest and taxes of
$321 thousand for the third quarter of 2003 improved significantly
from this year's first and second quarter losses from continuing
operations before interest and taxes of $9.1 million and $9.2
million, respectively.
Balance sheet improvements have continued as well with long term
debt including current maturities declining $65.1 million, or 35
percent, to $118.8 million as of September 27, 2003 compared to
the $183.9 million balance as of September 28, 2002, primarily as
a result of the use of the Lanoga sale proceeds to reduce
indebtedness.
On November 4, 2003 the Company commenced an offer to exchange (i)
cash and its new 10% Convertible Notes due June 15, 2007 or (ii)
its new Convertible Notes, for all of its $21,123,000 aggregate
principal amount of outstanding 11-5/8% Senior Subordinated Notes
due December 15, 2003. Tendering noteholders may elect to receive
for each $1,000 principal amount of Subordinated Notes tendered,
either (i) $500 in cash and $250 principal amount of new
Convertible Notes or (ii) $1,000 principal amount of new
Convertible Notes. In either event, if the exchange offer is
completed, tendering noteholders will also receive accrued and
unpaid interest on the Subordinated Notes from June 16, 2003
through the closing date of the exchange offer.
Commenting on the exchange offer, Jim Hopwood, Wickes Chief
Financial Officer, said, "The successful implementation of our
debt restructuring plan, of which the exchange offer is an
integral part, is expected to enable Wickes to restructure a
portion of our existing debt and thereby improve our balance sheet
further. This should provide additional time for management to
implement the many aspects of our operational improvement plans
including sales growth, margin increases, labor and other expense
controls and inventory management."
WICKES INC. is a leading distributor of building materials and
manufacturer of value-added building components in the United
States, serving primarily building and remodeling professionals.
The Company distributes materials nationally and internationally,
operating building centers in the Midwest, Northeast and South.
The Company's building component manufacturing facilities produce
value-added products such as roof trusses, floor systems, framed
wall panels, pre-hung door units and window assemblies. Wickes
Inc.'s Web site -- http://www.wickes.com-- offers a full range of
valuable services about the building materials and construction
industry.
WORLDCOM: Employees Will Pursue Securities Arbitration Claims
-------------------------------------------------------------
The law firm of Klayman & Toskes, P.A. --
http://www.nasd-law.com-- continues to aggressively pursue
securities arbitration claims on behalf of WorldCom, Inc.
(OTC Pink Sheets: MCIAV MCWEQ WCOEQ) Employee Stock Option Plan
participants against Salomon Smith Barney, Inc., now known as
Citigroup Global Markets Inc., for alleged unlawful conduct at its
Atlanta, Georgia, Peachtree Road branch office.
Smith Barney recently consented to a finding by the New York Stock
Exchange that it failed to adequately supervise its brokers at the
Atlanta, Peachtree Road branch office who advised WorldCom
employees to exercise their stock options and to hold the
resulting company shares on margin. This advice given to employees
created highly concentrated and leveraged positions in company
stock. The outcome of this advice was the virtual loss of the
employees' retirement "nest egg." The NYSE findings included that
Smith Barney's brokers uniformly made these recommendations
despite the customers' varying risk profiles, investment
experience or investment objectives. These findings confirm the
contentions that have been alleged against Salomon Smith Barney by
K&T on behalf of their WorldCom employee clients since 2001.
The firm is pursuing arbitration suits before the NYSE and the
National Association of Securities Dealers for securities
violations including the misuse of margin, the misuse of stock
option plans, failure to supervise, unsuitability claims,
misrepresentation and material omissions of fact and excessive
trading/churning of customers' accounts. We would greatly
appreciate any information from WorldCom ESOP participants
concerning the method or process used by Smith Barney with regard
to clients' stock options and the handling of their accounts.
K&T has offices in California, Florida and New York and represents
investors throughout the nation. If you wish to discuss this
announcement, have done business with Smith Barney or a major
brokerage firm with regard to the execution of stock options, and
feel you have been a victim of stockbroker misconduct or have
information relevant to our lawsuits, please visit
http://www.nasd-law.com
XEROX CORP: Zacks Assigns Rank #4 (Sell) Rating to Xerox Stocks
---------------------------------------------------------------
Zacks.com announced #4 Rankings (Sell) on the widely held stocks
of Xerox Corporation (NYSE:XRX).
Xerox Corporation (NYSE:XRX) is a leader in the global document
market, providing document solutions that enhance business
productivity. Xerox reported some solid results in its third
quarter report, released in late October, including earnings of 11
cents per share that matched the consensus and beat the year-ago
result. However, total revenue in the quarter came in at $3.73
billion, which was down -2% from last year due to declining post-
sale revenue from the company's older light lens technology and
its exit from the small office/home office business. The company
continues to operate in a very tough business climate, and
analysts have yet to give much of a boost to its earnings
estimates. Over the past two weeks, four analysts have revised
their earnings estimates lower on the company for this year.
Overall, earnings estimates for this year and next are down 2
cents and 1-cent from one month ago. Nevertheless, equipment sales
in the quarter grew by +5% for Xerox, as the company has
reinvented itself into an aggressive technology leader. The
company expects consistent performance in the fourth quarter.
Xerox's should have a much better future coming up, but right now
investors may want to play it safe in this challenging industry
and wait for the company's earnings estimates to head higher
before adding or deepening a position.
About the Zacks Rank
For over 15 years the Zacks Rank has proven that "Earnings
estimate revisions are the most powerful force impacting stock
prices." Since 1988 the #1 Ranked stocks have generated an average
annual return of +33.6% compared to the (a)S&P 500 return of only
+11.3%. Plus this exclusive stock list has generated average gains
of +13.3% during the last 3 years; a substantial return compared
to the large losses suffered by most investors during that time
frame. Also note that the Zacks Rank system has just as many
Strong Sell recommendations (Rank #5) as Strong Buy
recommendations (Rank #1). And since 1988 the S&P 500 has
outperformed the Zacks #5 Ranked stocks by 166.7% annually (11.3%
vs. 4.2% respectively). Thus, the Zacks Rank system can truly be
used to effectively manage the trading in your portfolio.
Zacks.com is a property of Zacks Investment Research, Inc., which
was formed in 1978 to compile, analyze, and distribute investment
research to both institutional and individual investors. The
guiding principle behind our work is the belief that investment
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Our goal is to unlock their profitable insights for our customers.
And there is no better way to enjoy this investment success, than
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which may engage in transactions involving the foregoing
securities for the clients of such affiliates.
* * *
As reported in Troubled Company Reporter's June 24, 2003 edition,
Fitch Ratings raised Xerox Corp. and its subsidiaries' senior
unsecured debt rating to 'BB' from 'BB-', affirmed the 'B'
convertible trust preferred securities, assigned a 'B' rating to
the newly issued mandatorily convertible preferred stock, and the
new $1.0 billion bank credit facility is rated 'BBB-'. The company
is removed from Rating Watch Positive and the Rating Outlook is
Stable. Approximately $12 billion of debt is affected by Fitch's
action.
The rating actions and stable outlook reflect the company's
improved credit protection measures and adequate liquidity profile
(which is enhanced by the recent capital markets transactions),
stabilized financial performance, and simplified capital
structure. Xerox continues to execute its operating strategy and
significant cost reduction programs, and Fitch believes stable
operating performance could be achieved despite challenging
prospects for growth in the near-term. In addition, execution risk
of the remaining restructuring program is minimal and the
management team seems to have stabilized.
* James Huggett Opens Flaster/Greenberg Office in Wilmington, Del.
------------------------------------------------------------------
In its efforts to provide business clients with legal counsel in
Delaware, bankruptcy attorney James E. Huggett, Esq., joined the
Flaster/Greenberg P.C. legal team as resident associate in its
newly opened office in Wilmington, Delaware. The mailing address
and office location is:
James E. Huggett, Esq.
Flaster/Greenberg P.C.
913 North Market St., 7th Floor
Wilmington, DE 19801
Telephone (302) 351-1910
Fax (302) 351-1919
james.huggett@flastergreenberg.com
Regionalizing the South Jersey based law firm's already
substantial bankruptcy practice, Flaster/Greenberg expands its
Bankruptcy Practice Group as well with the addition of Mr. Huggett
from Klehr, Harrison, Harvey, Branzburg & Ellers LLP, where he has
been with its Debtor-Creditor & Insolvency Practice Group since
2000. Also joining Huggett in Wilmington as a bankruptcy
paralegal is Denise DeSantis, who worked with Mr. Huggett at
Klehr, Harrison.
"The addition of an office in Wilmington, Delaware allows us to
represent our clients' interests in the many national bankruptcy
filings that occur there," commented Peter R. Spirgel, managing
shareholder of the 50-attorney law firm. "Jim has had great
success representing clients in bankruptcy proceedings in
Delaware."
Admitted to the Delaware State Bar in 2000, as well as the U.S.
District Court for the District of Delaware, Huggett represents
creditors, creditors' committees, secured lenders and secured
parties in all aspects of Chapter 11 bankruptcy and creditors'
rights. He graduated from Temple University School of Law in 2000.
He also earned an M.A. degree in Sociology and Statistical
Research from Temple University in 1996. Huggett is a resident of
Media, PA.
"This is a very exciting professional opportunity for me," Mr.
Huggett's told his colleagues, cautioning that the move "should
not be construed as adversely reflecting on [Klehr, Harrison] --
even the happiest lawyers are sometimes presented with
opportunities that are 'too good to pass up,' and this is one such
occasion."
Flaster/Greenberg, headquartered in Cherry Hill, NJ, has offices
in Egg Harbor, Cranford, and Vineland, NJ, Philadelphia and, now,
Wilmington. The firm, founded in 1972, is a multi-disciplinary
law firm that serves businesses and individual clients in over 20
practice areas, including commercial litigation, environmental
law, employee benefits, health care, labor and employment and real
estate and land use.
* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
Total
Shareholders Total Working
Equity Assets Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------------ ------- --------
Alliance Imaging AIQ (39) 683 43
Akamai Technologies AKAM (168) 230 60
Alaris Medical AMI (32) 586 173
Amazon.com AMZN (1,353) 1,990 550
Aphton Corp APHT (11) 16 (5)
Arbitron Inc. ARB (100) 156 (2)
Alliance Resource ARLP (46) 288 (16)
Atari Inc. ATAR (97) 232 (92)
Actuant Corp ATU (7) 361 31
Avon Products AVP (91) 3,327 73
Saul Centers Inc. BFS (13) 389 N.A.
Blount International BLT (369) 428 91
Cincinnati Bell CBB (2,104) 1,467 (327)
Cubist Pharmaceuticals CBST (7) 221 131
Choice Hotels CHH (114) 314 (37)
Columbia Laboratories COB (8) 13 5
Caraco Pharm Labs CPD (20) 20 (2)
Centennial Comm CYCL (579) 1,447 (98)
Echostar Comm DISH (1,206) 6,210 1,674
D&B Corp DNB (19) 1,528 (104)
WR Grace & Co. GRA (222) 2,687 587
Graftech International GTI (351) 859 108
Hexcel Corp HXL (127) 708 (531)
Integrated Alarm IASG (11) 46 (8)
Imax Corporation IMAX (104) 243 31
Imclone Systems IMCL (186) 484 139
Inkine Pharm INKP (6) 14 5
Gartner Inc. IT (29) 827 1
Journal Register JRC (4) 702 (20)
KCS Energy KCS (30) 268 (16)
Kos Pharmaceuticals KOSP (75) 69 (55)
Lodgenet Entertainment LNET (101) 298 (5)
Level 3 Comm Inc. LVLT (240) 8,963 581
Memberworks Inc. MBRS (21) 281 (100)
Moody's Corp. MCO (327) 631 (190)
McDermott International MDR (417) 1,278 154
McMoRan Exploration MMR (31) 72 5
Maguire Properti MPG (159) 622 N.A.
Nuvelo Inc. NUVO (4) 27 21
MicroStrategy MSTR (34) 80 7
Northwest Airlines NWAC (1,483) 13,289 (762)
ON Semiconductor ONNN (525) 1,243 195
Petco Animal PETC (11) 555 113
Primus Telecomm PRTL (168) 724 65
Per-Se Tech Inc. PSTI (39) 209 32
Qwest Communications Q (2,830) 29,345 (475)
Rite Aid Corp RAD (93) 6,133 1,676
Ribapharm Inc RNA (363) 199 92
Sepracor Inc SEPR (392) 727 413
Sigmatel Inc. SGTL (4) 18 (1)
St. John Knits Int'l SJKI (76) 236 86
I-Stat Corporation STAT 0 64 33
Syntroleum Corp. SYNM (1) 47 14
Town and Country Trust TCT (2) 504 N.A.
Tenneco Automotive TEN (75) 2,504 (50)
Thermadyne Holdings THMD (665) 297 139
TiVo Inc. TIVO (25) 82 1
Triton PCS Holdings TPC (60) 1,618 173
UnitedGlobalCom UCOMA (3,040) 5,931 (6,287)
United Defense I UDI (30) 1,454 (27)
Ultimate Software ULTI (7) 31 (10)
UST Inc. UST (47) 2,765 829
Valassis Comm. VCI (33) 386 80
Valence Tech VLNC (17) 36 4
Ventas Inc. VTR (54) 895 N.A.
Warnaco Group WRNC (1,856) 948 471
Western Wireless WWCA (464) 2,399 (120)
Xoma Ltd. XOMA (11) 72 30
*********
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., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland 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-
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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 ***