T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, March 25, 2004, Vol. 8, No. 60
Headlines
AADCO AUTOMOTIVE: Inks Preferred Supplier Pact with Collision Care
ADELPHIA COMMS: Sells Excess Assets to 24 Buyers for $1.4 Million
AIR CANADA: Welcomes Reduction in Canadian Security Charges
ALPHA VIRTUAL: Backham Kirkland Cuts Off Professional Ties
AMCAST INDUSTRIAL: February 2004 Equity Deficit Tops $42 Million
AMKOR TECHNOLOGY: Inks Wafer-level Packaging Agreement with Casio
AMERICAN SEAFOODS: Extends Senior Note Tender Offer to April 12
APARTMENT INVESTMENT: Redeeming Class P Pref. Stock on April 21
ATSI COMMS: Annual Shareholders' Meeting Set for May 6 in Texas
BARNEYS NEW YORK: Reports Revenue Increases in Q4 & FY 2004
BIOVAIL CORP: Renews $400 Million Revolving Term Credit Facility
BMC INDUSTRIES: Receives Bank Waiver Extension through May 14
BOYD: Names Thomas Roberts Gen. Manager of Sam's Town Shreveport
BUDGET GROUP: Court Sets Plan Confirmation Hearing for April 7
BUDGET GROUP: Discloses Plan Administrator's Responsibilities
BUFFALO RUN LLC: Case Summary & 9 Largest Unsecured Creditors
CALPINE: Closes $2.4B CalGen Secured Term Loans & Notes Offering
CALYPTE: At Last -- No Going Concern Qualification in 2003 Report
CASEY'S BAR-B-Q: Case Summary & 20 Largest Unsecured Creditors
CHESAPEAKE ENERGY: Acquiring $100 Million Producing Properties
CHESAPEAKE ENERGY: Offering $255MM Convertible Preferred Stock
COMMERCIAL PRINTING: Case Summary & Largest Unsecured Creditors
CORBAN COMMS: U.S. Trustee to Meet With Creditors on April 15
COVANTA ENERGY: Obtains Go-Ahead to Buy Run-Off Insurance Program
DETROIT MEDICAL: Fitch Affirms B Rating on $569 Million MI Bonds
DII INDUSTRIES: Reaches Settlement of Federal-Mogul Claims Dispute
DOMAN IND: Western Pulp Unit Will Up Kraft Pulp Prices on April 1
DOMAN INDUSTRIES: KPMG Files Special Restructuring Report
ENRON CORP: Proposes Election Protocol for Non-Voting Creditors
FAIRFAX: Will Commence Debt Exchange Offering to Deleverage Debt
FAIRFAX FINANCIAL: S&P Affirm Ratings & Assigns Stable Outlook
FEDERAL FORGE: U.S. Trustee to Meet with Creditors Today
GAP INC: Declares Quarterly Dividend Payable on June 7, 2004
GEO SPECIALTY: Has Until May 17 to File Bankruptcy Schedules
GERDAU AMERISTEEL: Reaches Tentative Pact with Steelworkers' Union
HA2003: Illinois Court Sets April 12 Admin. Claims Bar Date
HALE-HALSELL CO: Case Summary & 20 Largest Unsecured Creditors
HARRAH'S ENTERTAINMENT: Jerry Boone Named Sr VP -- Human Resources
HASBRO INC: Will Webcast First Quarter Results on April 19 at 9 AM
HAVENS STEEL: Section 341(a) Meeting Scheduled for April 27
HAYES LEMMERZ: Settles 20 Avoidance Action Claims for $2.7 Mill.
HIGH VOLTAGE: US Trustee Appoints Official Creditors' Committee
IMC GLOBAL: Sells Remaining Discontinued IMC Chemicals Operations
INTERNATIONAL WIRE: Files Chapter 11 Petition in S.D. New York
INTERNATIONAL WIRE: Case Summary & 30 Largest Unsecured Creditors
INTERPOOL: Plans to Reapply for NYSE Listing after Filing Reports
ITC DELTACOM: Withdraws Sr. Debt Offering on Weak Market Condition
IVACO INC: Canadian Court Extends CCAA Protection Until May 21
IVACO INC: Reports 2003 Year-End Financial Results
KAISER ALUMINUM: Court Orders Alpart Stake Auction on April 20
KB HOME: Will Broadcast 2004 Investor Conference Live Today
LES BOUTIQUES: Board Committee Awards Broader Mandate to Richter
LES BOUTIQUES: Retains PricewaterhouseCoopers as Financial Advisor
LTV CORP: Objects to National Steel's $1.4 Mil. Reclamation Claim
MAGELLAN HEALTH: Asks Court to Expunge David McLane's $3MM Claim
MERRILL LYNCH: S&P Puts Class E Notes' Rating on Watch Negative
MIDLAND ACADEMY: Voluntary Chapter 11 Case Summary
MIRANT CORP: Rockland Demands Payment of $62.3MM Ad Valorem Tax
MORGAN STANLEY: Fitch Ups Low-B Ratings on 3 Series 1997-WF1 Notes
NATIONAL BENEVOLENT: Gets Nod to Hire Cain Brothers as Advisor
NATIONAL CENTURY: HSBC Bank USA Serving as Successor Trustee
NET PERCEPTIONS: Stockholders Fail to Approve Liquidation Plan
NORSKE SKOG: Closes Consent Solicitation for New Purchase Offer
NORSKE SKOG: Completes Sale of $250M Principal Amount of Sr. Notes
NORTEL NETWORKS: Responds to FCC's Call for Industry Support
OWENS CORNING: Moves to Dismiss Kensington's State Ct. D&O Lawsuit
PACIFIC GAS: Plan's Effective Date Can Be as Late as May 15, 2004
PARADIGM MEDICAL: Names Aziz Mohabbat as New COO
PARMALAT: Court Declares Utility Companies are Adequately Assured
PENTHOUSE: Acquires Internet Billing Company for $23.5 Million
PILLOWTEX CORP: Gets Clearance for Season Release Agreement
RELIANCE: Liquidator Asks Court to Affirm Contract Recommendations
REMEDENT USA: Liquidity Problems Spur Going Concern Uncertainty
RIVERBEND DEVELOPMENT: Voluntary Chapter 11 Case Summary
RUBINCON VENTURES: Shoos Away Sellers & Taps Madson as New Auditor
SOLECTRON: Selling Sensor Products Business to Schneider Electric
STRATUS SERVICES: Ability to Continue Operations is in Doubt
TELETECH: Inks Multiyear Pact With Professional Services Firm
UNITED AIRLINES: Proposes Pact Settling $290M+ Kreditanstalt Claim
US AIRWAYS: JPMorgan Trust Agrees to Reduce Claim to $1.1 Million
VIASYSTEMS: S&P Affirms Low-B & Junk Ratings Following IPO Filing
WESPOINT STEVENS: Signs New Licensing Agreement with Avanti Linens
WHITEHALL JEWELLERS: Posts $7M Loss in Year Ended Jan. 31, 2004
WORLDCOM INC: Teleserve Wants Class 6A Pre-Merger Status Confirmed
*********
AADCO AUTOMOTIVE: Inks Preferred Supplier Pact with Collision Care
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AADCO Automotive Inc., a leading supplier of like, kind and
quality (LKQ) used auto parts, signed a Preferred Supplier
Agreement for LKQ and aftermarket parts with Collision Care Canada
Inc. ("CCC") on March 19, 2004. The Preferred Supplier Agreement
is to take effect April 1, 2004.
CCC Inc. consists of 10 premier corporately owned collision repair
facilities in the greater Toronto area operating under the
Imperial and Oaktown banners. This agreement will assist CCC in
their vision to become increasingly more efficient and responsive
in the servicing of its customers and insurance companies in their
quest for a greater use of LKQ parts in the repair process. The
goal of CCC and AADCO is for the very best in customer service,
savings in the repair process and a reduction in the number of
days a customer is in a rental vehicle. The accomplishment of
these three goals will assist the insurance companies in reducing
motor vehicle insurance premiums.
"The CCC agreement is another important element in our strategy to
increase AADCO's revenues by maximizing the yield of both body and
mechanical parts from every vehicle dismantled," said Charles
Hodgkinson, CEO AADCO Automotive Inc.
Tony Canade, President of CCC Inc., adds "We are pleased to be
entering into this relationship with AADCO as it assists us in
maintaining a leadership position in meeting the changes and
challenges facing our industry. AADCO's growth strategy and
service excellence is mutually aligned with ours, as we see the
need for vendor alliances and greater industry consolidation."
The CCC Inc. agreement is the latest announcement as AADCO builds
out its business model. In December 2003, AADCO announced the
signing of a Strategic Alliance with Dave's Part Mart of Ottawa
with an option to acquire. On March 2, 2004 AADCO announced the
signing of a Letter of Intent for a Master Distribution Agreement
with United International Business of Canada, which should see
AADCO parts being sold in China before the end of 2004. On
March 9, 2004 AADCO announced the signing of a Letter of Intent to
acquire Coreline, the third largest automotive core and materials
business in Canada and on March 16, 2004, AADCO announced a
preferred supplier agreement with the 24-shop Collision Solutions
Network.
AADCO Automotive Inc. is a rapidly growing, Canadian public
company committed to complete vehicle dismantling and the
providing of quality used parts and core from insurance salvage.
AADCO serves over 5000 mechanical and body shop clients across
Ontario through its LKQ parts division. AADCO maintains the
largest unbolted inventory of quality used OEM parts in Canada
at its 118,000 sq. ft. facility in Brampton, Ontario and is the
only auto recycler to have been awarded the Ecologo for
environmental stewardship.
The company's December 31, 2003, balance sheet discloses a total
shareholders' deficiency of $3,674,102.
ADELPHIA COMMS: Sells Excess Assets to 24 Buyers for $1.4 Million
----------------------------------------------------------------
Pursuant to the Court-approved Excess Assets Sale Procedures, the
Adelphia Communications Debtors inform Judge Gerber that they are
selling these properties:
1. Property: One Tower situated in Great Lot #71,
Poland Township, Ohio
Purchaser: Donald Zimmerman
Agent: None
Amount: $10
Deposit: None
Appraised
Value: No appraisal was made in connection with the sale
2. Property: Parcels of Real Property situated at 122 East
Second Street, in Coudersport, Pennsylvania
Purchaser: Thomas A. and Kathleen M. Majot
Agent: God's Country Real Estate, Inc.
Amount: $120,000
Deposit: $1,000
Appraised
Value: $112,500
3. Property: Real Property situated at 106 Cartree Street,
in Coudersport, Pennsylvania
Purchaser: Margaret Grady
Agent: Hartman Real Estate, Inc.
Amount: $165,900
Deposit: $2,000
Appraised
Value: $156,500
4. Property: Real property located at 11011 East Peakview,
in Englewood, Colorado
Purchaser: Associated Tele-Networking, Inc.
Agent: None
Amount: $85,000
Deposit: None
Appraised
Value: No appraisal was made in connection with the sale
5. Property: Equipment located at 11011 East Peakview,
in Englewood, Colorado
Purchaser: Battery Solutions, Inc.
Agent: None
Amount: $178,000
Deposit: None
Appraised
Value: No appraisal was made in connection with the sale
6. Property: Telecommunications equipment located at 1207C
Harris Street, in Charlottesville, Virginia and
at 3909A Carolina Avenue, in Richmond, Virginia
Purchaser: Diversitec, LLC
Agent: None
Amount: $10,765
Deposit: None
Appraised
Value: No appraisal was made in connection with the sale
7. Property: Real Property situated in 102 Allegany Avenue,
in Coudersport, Pennsylvania
Purchaser: Myles and Loretta Meers
Agent: Four Season Real Estate, Inc.
Amount: $28,620
Deposit: $1,000
Appraised
Value: $27,000
8. Property: Real Property situated at 714 North West,
in Coudersport, Pennsylvania
Purchaser: Cindy Capatch
Agent: God's Country Real Estate, Inc.
Amount: $80,000
Deposit: $1,000
Appraised
Value: $80,000
9. Property: Telecommunications equipment located at 4256
Ridgelea Road, Suite 102, in Amherst, New York;
1207C Harris Street, in Charlottesville,
Virginia; and 3909A Carolina Avenue, in
Richmond, Virginia
Purchaser: Associated Tele-Networking, Inc.
Agent: None
Amount: $68,435
Deposit: None
Appraised
Value: No appraisal was made in connection with the sale
10. Property: Telecommunications equipment located at 4256
Ridgelea Road, Suite 102, in Amherst, New York;
1207C Harris Street, in Charlottesville,
Virginia; and 3909A Carolina Avenue, in
Richmond, Virginia
Purchaser: TelWorx, Inc.
Agent: None
Amount: $11,350
Deposit: None
Appraised
Value: No appraisal was made in connection with the sale
11. Property: Real property situated at 1011 South Main Street,
in Coudersport, Pennsylvania
Purchaser: Jennifer Freeman
Agent: Four Seasons Real Estate, Inc.
Amount: $76,000
Deposit: 1,000
Appraised
Value: $76,000
12. Property: Golf course construction materials and equipment
located at 506 Bank Street and Mill Street, in
Coudersport, Pennsylvania
Purchaser: LeHigh Acres LLC
Agent: None
Amount: LeHigh will pay the agreed per-unit prices when
the items are removed from the Debtors' estate
Escrow
Amount: $275,000
Appraised
Value: No appraisal was made in connection with the sale
13. Property: Real property situated at 104 Chestnut Street,
105 West Maple Street, and 204 Vine Street, in
Coudersport, Pennsylvania
Purchaser: Stanley Goodwin
Agent: God's Country Real Estate, Inc.
Amount: $124,000
Deposit: $1,000
Appraised
Value: $124,000
14. Property: Real property situated at 125 Gross Hollow Road,
Coudersport, Pennsylvania
Purchaser: Timothy and Wendy Hann
Agent: God's Country Real Estate, Inc.
Amount: $95,745
Deposit: $1,000
Appraised
Value: $90,000
15. Property: Real Property situated at 450 Center Park,
Coudersport, Pennsylvania
Purchaser: Shirlee Leete
Agent: Four Seasons Real Estate, Inc.
Amount: $77,000
Deposit: $1,000
Appraised
Value: $77,000
16. Property: Personal property consisting of 48 vehicles
Purchaser: State Line Auto Auction
Agent: None
Amount: $35,022
Deposit: None
Appraised
Value: No appraisal was made in connection with the sale
17. Property: Personal property consisting of 53 vehicles
Purchaser: Corporate Fleet Management
Agent: None
Amount: $31,150
Deposit: None
Appraised
Value: No appraisal was made in connection with the sale
18. Property: Personal property consisting of 81 vehicles
Purchaser: State Line Auto Auction
Agent: None
Amount: $85,605
Deposit: None
Appraised
Value: No appraisal was made in connection with the sale
19. Property: Personal property consisting of 76 vehicles
Purchaser: The Asset Disposal Group
Agent: None
Amount: $49,950
Deposit: None
Appraised
Value: No appraisal was made in connection with the sale
20. Property: Personal property consisting of 55 vehicles
Purchaser: Western Fleet Resources
Agent: None
Amount: $41,850
Deposit: None
Appraised
Value: No appraisal was made in connection with the sale
21. Property: Personal property consisting of 26 vehicles
Purchaser: The Asset Disposal Group
Agent: None
Amount: $14,650
Deposit: None
Appraised
Value: No appraisal was made in connection with the sale
22. Property: Real property situated at 201 North West Street,
in Coudersport, Pennsylvania
Purchaser: Ludwig Holdings, LLC
Agent: God's Country Real Estate, Inc.
Amount: $83,000
Deposit: $1,000
Appraised
Value: $83,000
23. Property: Telecommunications equipment located at 1120
Pike Street, in Huntingdon, Pennsylvania
Purchaser: Friendship Cable of Texas, Inc., doing business
as Correctional Cable TV
Agent: None
Amount: $57,500
Deposit: None
Appraised
Value: No appraisal was made in connection with the sale
24. Property: Real property situated at 419 Route 6 West, in
Coudersport, Pennsylvania
Purchaser: E & G Realty
Agent: Field & Stream Real Estate, Inc.
Amount: $68,500
Deposit: $1,000
Appraised
Value: $68,500
25. Property: Real property located at 25 Clearview Drive, in
Coudersport, Pennsylvania
Purchaser: Eric and Tricia Duffy
Agent: God's Country Real Estate, Inc.
Amount: $146,000
Deposit: $1,000
Appraised
Value: $146,000
26. Property: Real property situated at 5 North West Street,
in Coudersport, Pennsylvania
Purchaser: Craig B. Maestle
Agent: God's Country Real Estate, Inc.
Amount: $52,000
Deposit: $1,000
Appraised
Value: $52,000
(Adelphia Bankruptcy News, Issue No. 54; Bankruptcy Creditors'
Service, Inc., 215/945-7000)
AIR CANADA: Welcomes Reduction in Canadian Security Charges
-----------------------------------------------------------
Air Canada welcomed the Canadian federal government's decision to
reduce its Air Travellers Security Charge, and encouraged all
governments and authorities to examine ways to participate in the
reduction of taxes and surcharges on airlines faced by the
consumer when purchasing air travel.
The federal budget was announced on March 23, and includes a
reduction in the Air Travellers Security Charge. This reduction,
effective April 1, 2004, represents $2 off round trip domestic
flights (from $14 to $12), $2 off round trip U.S. transborder
flights (from $12 to $10), and $4 off round trip international
flights (from $24 to $20).
"We are pleased that the federal government recognizes the impact
of the current security surcharge as a disincentive to travel and
has seen fit to further reduce it," said Robert Milton, President
and Chief Executive Officer. "This initiative is a positive step
in the right direction and we commend the government for its
action."
"In keeping with [Tues]day's announcement, we encourage
government-created natural monopolies, including airport
authorities and Nav Canada, to adopt a realistic approach to the
airline industry's financial predicament and to work
with us as partners in the development of sustainable air
services," he concluded.
Headquartered in Saint-Laurent, Quebec Canada, Air Canada --
http://www.aircanada.ca/-- represents Canada's only major
domestic and international network airline, providing scheduled
and charter air transportation for passengers and cargo. The
Company filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and Section 304
petition with the U.S. Bankruptcy Court for the Southern District
of New York (Case No. 03-11971). Matthew A. Feldman, Esq., and
Elizabeth Crispino, Esq., at Willkie Farr & Gallagher serve as the
Debtors' U.S. Counsel. When the Debtors filed for protection from
its creditors, they listed C$7,816,000,000 in assets and
9,704,000,000 in liabilities.
ALPHA VIRTUAL: Backham Kirkland Cuts Off Professional Ties
----------------------------------------------------------
On December 12, 2003, Beckman Kirkland & Whitney informed Alpha
Virtual Inc. that it was resigning as the Company's independent
accountant due to recent filings made by the Company with the
Securities and Exchange Commission without prior review by
Beckman.
Alpha Virtual conducted a series of discussions with Beckman
urging Beckman to reconsider its resignation. After several
discussions, Beckman did not indicate a consent to withdraw its
resignation. For this reason, on February 11, 2004, Alpha Virtual
retained AJ. Robbins, PC as it new independent accountants.
The reports of Beckman on the financial statements of the Company
for the past two fiscal years contained a qualification that there
was substantial doubt about Alpha Virtual's ability to continue as
a going concern. Other than the foregoing, the reports contained
no adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting
principle.
On February 11, 2004, Alpha Virtual's Board of Directors retained
AJ. Robbins, PC as its new independent accountants.
AMCAST INDUSTRIAL: February 2004 Equity Deficit Tops $42 Million
----------------------------------------------------------------
Amcast Industrial Corporation, (OTCBB:AICO) reported financial
results for its fiscal 2004 second quarter ended February 29,
2004.
Sales of $94.4 million in the second quarter were 4.7% lower than
the prior year quarter sales of $99.1 million. Operating income in
the second quarter of $2.4 million was up by almost 31% over the
prior-year quarter. The operating income improvement was the
result of an improved gross margin due to reduced manufacturing
costs and lower selling, general and administrative costs. The
profit improvement at the operating level was much more dramatic
than the after-tax level because tax benefits were significantly
higher in the prior year. The net loss of $1.2 million, or $0.13
per share, improved by 6.7% over the net loss from continuing
operations in last year's quarter of $1.3 million, or $0.15 per
share.
The quarterly sales decline resulted from lower aluminum
components sales, primarily in the gravity-cast operations. This
decline was partly offset by strong demand for plumbing products
and pistons for automotive air conditioning compressors. By
segment, Flow Control sales grew by over 18%, but Engineered
Components sales fell by almost 15%.
During the second quarter last year, the Company recorded a loss
on the sale of Speedline, its European wheel business.
Accordingly, Speedline was classified as a discontinued operation.
The after-tax loss in fiscal 2003 from discontinued operations was
$54.6 million, or $6.17 per share, for the second quarter and
$56.7 million, or $6.82 per share, for the first six months.
Year-to-date sales were $207.4 million, down by 1.9% versus the
prior year. Sales in the Flow Control segment were up by 14%,
while Engineered Components sales declined by 8%. Year-to-date
operating income of $7.3 million grew from $2.7 million last year,
or by 165%. Both an improved gross margin and lower selling,
general and administrative expenses contributed to the increase.
Year to date, the Company's net loss from continuing operations
was $0.2 million, or $0.02 per share, compared with a net loss
from continuing operations of $3.2 million, or $0.36 per share, in
the prior year.
Joseph R. Grewe, President and Chief Executive Officer, said, "The
operating income increase reflects better manufacturing
performance, and it is important to recognize that operating
income increased during a period of declining sales. We are still,
however, turning the corner to profitability at the net income
line. Management has continued to focus on lower spending. During
the quarter selling, general and administrative expenses decreased
by almost 7%, and fell to 9.1% of sales from 9.3% of sales in the
prior-year quarter. Year-to-date selling, general and
administrative expenses were 8.1% of sales. Productivity increased
over last year by almost 14% year to date as measured by sales per
full-time-equivalent employee. Continued implementation of lean
manufacturing concepts as well as internal quality improvements
helped improve performance."
Byron Pond, Chairman, commented, "Amcast's balance sheet continued
to improve in the quarter. Net operating assets decreased by 1%
during the quarter as capital spending was held to 34% of
depreciation. Amcast also reduced debt by $3 million in the
quarter, and debt has been lowered by over $5 million year to
date."
Mr. Grewe concluded, "Amcast just missed net income break-even for
the first six months. However, this was the Company's ninth
consecutive quarter of positive operating income. Traditionally,
the second quarter is our most difficult quarter, and this year
was no exception. Clearly, the Amcast Production System, and our
relentless efforts to reduce costs are producing operating and
financial benefits. Our plans are to continue these successful
programs as well as focus on process improvements, better quality,
and improved customer service."
At February 29, 2004, Amcast Industrial's balance sheet shows a
shareholders' equity deficit of $42,005,000 compared to
$41,935,000 at August 31, 2003.
Amcast Industrial Corporation is a leading manufacturer of
technology-intensive metal products. Its two business segments are
brand name Flow Control Products marketed through national
distribution channels and Engineered Components for original
equipment manufacturers. The company serves the automotive,
construction, and industrial sectors of the economy.
AMKOR TECHNOLOGY: Inks Wafer-level Packaging Agreement with Casio
-----------------------------------------------------------------
Amkor Technology, Inc., Casio Computer Co., Ltd. and Casio
Micronics Co., Ltd. jointly announced that they have established
business and technology licensing agreements for assembly and test
of wafer-level semiconductor packages, commonly known as WLP. The
agreements link CASIO's expertise in the processing technologies
used in wafer-level packaging with Amkor's proficiency in
semiconductor assembly and test.
Wafer-level packages are created by building the package
interconnects directly on the surface of the wafer. CASIO's WLP
technology improves electrical performance with copper routing and
post. This structure, along with the screen printing
encapsulation process, provides a high level of reliability and
can be used with up to 300mm (12 inch) wafers. Wafer level
packages are used with logic, memory, and RF devices primarily in
consumer electronic products, including cell phone handsets and
other wireless applications, digital cameras and other handheld
devices.
As part of the collaboration, Amkor will undertake sales and
marketing of this WLP product. CASIO MICRONICS will provide wafer
level processing and Amkor will conduct final test, singulation
and inspection of the WLP devices. Amkor also has the option to
enter into a technology license with CASIO under which Amkor would
have the ability to install and use CASIO's WLP technology
in Amkor's factories.
"This collaboration builds on our existing wafer-level packaging
capability with the addition of CASIO's outstanding WLP
technology," said Bruce Freyman, Amkor's president and chief
operating officer. "We have already identified several business
opportunities with Japanese semiconductor companies. While we do
not expect this joint effort to result in significant revenue
during 2004, we do anticipate growing adoption of wafer-level
packaging in Japan and elsewhere. We have the added flexibility
of installing CASIO's WLP technology in our factories as customer
demand reaches a critical mass."
"CASIO and CASIO MICRONICS look forward to partnering with Amkor's
production capability, packaging experience, and worldwide sales
force. This agreement represents an important step in
accelerating the standardization of WLP packaging and expanding
its adoption by semiconductor suppliers and electric device
manufacturers," said Yukio Kashio, CASIO's executive vice
president.
About CASIO COMPUTER CO., LTD.
CASIO COMPUTER CO., LTD. is one of the leading consumer
electronics companies in the world. Since its establishment in
1957, it has been active in the development of a range of consumer
electronic products such as electronic calculators, timepieces,
musical instruments, digital cameras and mobile phones. In recent
years, CASIO has also focused on technologies for compact LCDs,
LSI chip mounting processes and other electronic devices. More
information on CASIO is available at: http://world.casio.com/
About Amkor
Amkor Technology, Inc. (Nasdaq: AMKR) is a leading provider of
contract semiconductor assembly and test services. The company
offers semiconductor companies and electronics OEMs a complete set
of microelectronic design and manufacturing services. More
information on Amkor is available from the company's SEC filings
and on Amkor's web site: http://www.amkor.com/
* * *
As reported in the Troubled Company Reporter's March 11, 2004
edition, Standard & Poor's Ratings Services assigned its 'B'
rating to Amkor Technolgy Inc.'s $250 million senior unsecured
notes due 2014 and affirmed its 'B' corporate credit on the
company and its other ratings. West Chester, Pa.-based Amkor is
expected to use the proceeds of the notes issue in part to repay
its $170 million term loan and to bolster cash balances. The
outlook is stable.
"Although improvements in operating profits should improve
debt-protection measures, debt balances are expected to remain
high as Amkor implements its capital spending program in 2004,"
said Standard & Poor's credit analyst Emile Courtney. "However,
sustained improvements in operating profitability, combined with
reduced debt balances and adequate liquidity, could result in a
positive outlook over the intermediate-term."
AMERICAN SEAFOODS: Extends Senior Note Tender Offer to April 12
---------------------------------------------------------------
American Seafoods Group LLC and American Seafoods Finance, Inc.
announced that, as part of their previously announced tender offer
and consent solicitation for their outstanding 10 1/8% Senior
Subordinated Notes due 2010, they are extending the tender offer
expiration date. The tender offer, which had been set to expire at
5:00 p.m., New York City time, on March 22, 2004, will be extended
to 5:00 p.m., New York City time, on Monday, April 12, 2004,
unless extended by American Seafoods.
The closing of the initial public offering and the other financing
transactions contemplated by the registration statement on Form S-
1 (Registration No. 333-105499) is a condition precedent to the
consummation of the tender offer. On February 19, 2004 American
Seafoods filed Amendment No. 3 to its registration statement on
Form S-1 with the Securities and Exchange Commission.
The consent expiration date was 5:00 p.m., New York City time, on
September 26, 2003. Holders who desired to receive the consent
payment and the tender offer consideration must have both validly
consented to the proposed amendments and validly tendered their
Notes pursuant to the offer on or prior to the consent expiration
date. Holders who validly tender their Notes after the consent
expiration date will receive the tender offer consideration, which
is $1,170.00 per $1,000 principal amount of Notes, but not the
consent payment.
As of the close of business on September 26, 2003, which was the
consent expiration date and the last day on which validly tendered
Notes could have been withdrawn, American Seafoods had received
the requisite consents to the proposed amendments to the Indenture
governing the Notes.
Consequently, the proposed amendments were incorporated in the
Third Supplemental Indenture, which was executed and delivered on
September 26, 2003, by and among American Seafoods Group LLC,
American Seafoods Finance, Inc., the guarantors listed on Schedule
A thereto and Wells Fargo Bank Minnesota, National Association, as
trustee. The proposed amendments to the Indenture, which will not
become operative unless and until the Notes are accepted for
purchase by American Seafoods, will eliminate substantially all of
the restrictive covenants, certain repurchase rights and certain
events of default and related provisions contained in such
indenture.
As of March 22, 2004, all of the company's existing senior
subordinated notes had been validly and irrevocably tendered.
Consummation of the offer is subject to certain conditions,
including consummation of certain financing transactions
contemplated by the registration statement on Form S-1 filed with
the Securities and Exchange Commission by American Seafoods
Corporation. Subject to applicable law, American Seafoods Group
LLC and American Seafoods Finance, Inc. may, in their sole
discretion, waive or amend any condition to the offer or
solicitation, or extend, terminate or otherwise amend the offer or
solicitation.
Credit Suisse First Boston, or CSFB, is the dealer manager for the
offer and the solicitation agent for the solicitation. MacKenzie
Partners, Inc. is the information agent and Wells Fargo Bank
Minnesota, National Association is the depositary in connection
with the offer and solicitation.
American Seafoods, headquartered in Seattle, Washington, is the
largest harvester and at-sea processor of pollock and hake and the
largest processor of catfish in the United States.
APARTMENT INVESTMENT: Redeeming Class P Pref. Stock on April 21
---------------------------------------------------------------
Apartment Investment and Management Company (Aimco) (NYSE: AIV)
announced it will redeem all shares outstanding of its 9.0% Class
P Convertible Cumulative Preferred Stock (NYSE: AIVPrP; CUSIP:
03748R-86-1).
Redemptions will occur on April 21, 2004 at $25 per share plus an
amount equal to accrued and unpaid dividends from April 15, 2004
up to and including the redemption date of $0.0375 per share. The
total redemption price of $25.0375 per share is payable only in
cash. After the redemption date, the Class P no longer will
be outstanding and holders of Class P will have only the right to
receive payment of the redemption price in exchange for their
Class P certificates.
Prior to 5:00 p.m. eastern time on Tuesday, April 20, 2004, each
holder of the Class P has the option to convert such shares into
Aimco's Class A Common Stock at a conversion price of $56 per
share. Aimco previously announced a quarterly cash dividend of
$0.5625 per share on the Class P, which will be paid on April 15,
2004 to holders of record on April 1, 2004.
Proceeds from the Class U Cumulative Preferred Stock, (see
Prospectus Supplement filed with the Securities and Exchange
Commission dated March 17, 2004), will be applied to redemption of
the Class P. Full redemption of the Class P is included in
Aimco's previously provided projected earnings range for 2004.
The Class P redemption is expected to result in negligible
redemption charges (per EITF Topic D-42).
Equiserve Trust Company N.A. is acting as redemption agent for the
Class P and may be contacted regarding the redemption by calling
800-730-6001. Additional information on the Class U Preferred
Stock is available in the Prospectus filed with the Securities and
Exchange Commission and is available by calling Aimco Investor
Relations at 303-691-4350 or at Aimco's Website at
http://www.aimco.com/about/Financial/SECFilings/1378T06_CNB.PDF
Aimco (Fitch, BB+ Preferred Share Rating, Negative) is a real
estate investment trust headquartered in Denver, Colorado owning
and operating a geographically diversified portfolio of apartment
communities through 19 regional operating centers. Aimco, through
its subsidiaries, operates approximately 1,629 properties,
including approximately 288,000 apartment units, and serves
approximately one million residents each year. Aimco's properties
are located in 47 states, the District of Columbia and Puerto
Rico. Aimco common shares are included in the S&P 500.
ATSI COMMS: Annual Shareholders' Meeting Set for May 6 in Texas
---------------------------------------------------------------
ATSI Communications, Inc. (OTC: ATSC) announced that its 2004
Annual Meeting of Stockholders will be held at 10:00 AM CST on May
6, 2004, at the conference hall of the Dr. Burton E. Grossman
International Conference Center, University of the Incarnate Word,
4301 Broadway, San Antonio, Texas. All persons owning shares of
the company's common stock or the series A convertible preferred
stock on record as of March 25, 2004, are entitled to notice and
to vote at the annual meeting. The Company expects to commence
mailing of its Annual Report and Proxy Statement to shareholders
on March 31, 2004.
As previously announced, ATSI plans to reincorporate in Nevada
upon shareholder approval. This will provide the company with
greater flexibility, simplicity in corporate transactions, reduced
taxes, and the reduction of various costs of doing business. The
reincorporation will also change the Company's capital structure
by reducing the number of shares of common stock outstanding, thus
improving the Company's ability to raise capital and pursue
strategic transactions.
The most frequently asked questions and answers concerning ATSI's
restructuring and reincorporation plan have been filed with the
SEC and are being provided to shareholders via ATSI's website at
http://www.atsi.net/
ATSI Communications, Inc. is an emerging international carrier
serving the rapidly expanding niche markets in and between Latin
America and the United States, primarily Mexico. ATSI believes
that it has clear advantages over its competition through its
unique concession license in Mexico, interconnection and service
agreements, and strategic partnerships with established carriers
and network operators in Mexico.
As reported in the Troubled Company Reporter's January 15, 2004
edition, the company's ex-auditors', Tanner + Co., report on the
financial statements for the years ended July 31, 2002 and 2003
contained a qualification reflecting the uncertainty regarding the
ability of the Company to continued as a going concern due to the
financial difficulties faced by the Company during the audited
periods.
ATSI Communications filed for Chapter 11 protection on February 4,
2003 in the U.S. Bankruptcy Court for the Western District of
Texas (San Antonio) (Lead Bankr. Case No. 03-50753). Martin Warren
Seidler, Esq., represents the Debtors in these cases. At the time
of filing, the Debtors listed estimated assets of between $10 and
$50 Million and estimated debts of between $1 and $10 Million.
BARNEYS NEW YORK: Reports Revenue Increases in Q4 & FY 2004
-----------------------------------------------------------
Barneys New York, Inc. announced results for the fourth quarter
and fiscal year ended January 31, 2004.
Net sales for the fourth quarter increased 10.9% to $117.5 million
from $106 million in the corresponding period last year.
Comparable store sales increased 9.6%. Earnings before interest,
taxes, depreciation and amortization (EBITDA) increased 19.6% to
$13.4 million in the fourth quarter of 2003 compared to $11.2
million in the prior year period. Net income increased 13.7% to
$6.3 million, or 44 cents per diluted share, for the fourth
quarter, compared with $5.6 million, or 40 cents per share, in the
year ago period.
For the fiscal year ended January 31, 2004, net sales increased
6.8% to $409.5 million from $383.4 million for the fiscal year
ended February 1, 2003. Comparable store sales increased 6.2%.
EBITDA increased 11.8% to $34.5 million in the fiscal year ended
January 31, 2004 compared to $30.9 million in the prior year. Net
income was $7.1 million, or 50 cents per diluted share, for the
fiscal year ended January 31, 2004, compared with $8.5 million, or
61 cents per share, in the prior year.
As compared to the prior year comparable periods, net income for
the fourth quarter ended January 31, 2004 includes higher interest
expense of $1.4 million and net income for the fiscal year ended
January 31, 2004 includes higher interest expense of $4.1 million,
principally related to the Company's senior secured notes issued
on April 1, 2003.
"Strong sales in the last three quarters of fiscal year 2003 were
the cornerstone of our successful year," stated Howard Socol,
Chairman, President and Chief Executive Officer. "Improved full
price selling in the fourth quarter helped increase total sales
and sustain our gross margin. Our solid top-line growth coupled
with disciplined expense controls, contributed to the Company's
double-digit increases in operating income and EBITDA for both the
fourth quarter and fiscal year. While the senior debt refinancing
completed in the first quarter of 2003 increased our interest
expense and impacted our net income throughout most of the year,
the refinancing was clearly an important step towards
strengthening the Company's financial condition."
Mr. Socol continued, "Significant remodeling and expansion
projects will be completed in 2004 at our Madison Avenue and
Beverly Hills flagship stores intensifying our luxury business in
those markets. Barneys' ongoing contemporary Co-Op business
expansion in existing and new stores is broadening both our reach
as we enter new markets, and our client base by targeting the
younger designer customer. The Company is committed to maximizing
productivity in its existing stores, expanding in a disciplined
manner, providing exceptional customer service and executing key
merchandising initiatives. Our strategic focus should enable us to
capitalize on the current momentum in luxury retailing and on the
Company's future growth prospects."
Barneys New York is a luxury retailer with flagship stores in New
York City, Beverly Hills and Chicago. In addition, the Company
operates three regional full price stores, three CO-OP Barneys New
York stores, twelve outlet stores and two semi-annual warehouse
sale events. The Company also maintains corporate offices in New
York City, an administrative and distribution center in Lyndhurst,
New Jersey and has approximately 1,400 employees.
On January 10, 1996, Barney's, Inc. and subsidiaries filed
voluntary petitions for reorganization under chapter 11 of the
United States Bankruptcy Code. The Predecessor company's plan of
reorganization was confirmed on December 21, 1998, by the U.S.
Bankruptcy Court for the Southern District of New York, and
became effective on January 28, 1999.
As previously reported, Standard & Poor's Ratings Services
assigned its 'B' corporate credit rating to Barneys New York Inc.
Standard & Poor's also assigned its 'B-' rating to Barneys
Inc.'s proposed $100 million senior secured notes due in 2008.
The outlook is stable.
BIOVAIL CORP: Renews $400 Million Revolving Term Credit Facility
----------------------------------------------------------------
Biovail Corporation (NYSE:BVF)(TSX:BVF) announced that it has
successfully renewed its Revolving Term Credit Facility with its
syndicate of Canadian and American banks.
Biovail identified its cash flow expectations and capital
requirements for 2004 along with its strategy to focus its
business development activities on out-licensing, not
acquisitions, and therefore has renewed the Credit Facility at
$400 million (USD). The agreement is for renewable one year terms
with a one year term out option for Biovail. The interest rates
charged under the facility remain the same in this renewed
facility, as do the financial covenants.
"We are pleased at the confidence demonstrated in this company by
the support from this excellent group of banks," said Biovail's
CEO & Chairman Eugene Melnyk.
The Administrative Agent for the Revolving Term Credit Facility is
Scotia Bank and The Syndication Agent is Bank of Montreal.
Canadian Lead Managers include The Royal Bank of Canada, and HSBC
Bank Canada. American Lead Managers include Citibank NA, Credit
Suisse First Boston, UBS LLC and J.P. Morgan.
There is currently $300 million drawn on the Revolving Term Credit
Facility and the Company has $175 million in cash on hand. The
Company anticipates paying down the facility with $100 million of
the available cash such that an estimated $200 million will likely
be drawn under the credit facility as of March 31, 2004, leaving
availability of $200 million. The Company's operating cash flow
estimate for the year is $300 to $350 million.
Biovail Corporation is a full-service pharmaceutical company,
engaged in the formulation, clinical testing, registration,
manufacture, sale and promotion of pharmaceutical products
utilizing advanced drug delivery technologies.
As reported in the Troubled Company Reporter's March 11, 2004
edition, Standard & Poor's Ratings Services revised the outlook on
pharmaceutical company Biovail Corp. to negative from stable. At
the same time, the ratings on Mississauga, Ontario-based Biovail,
including the 'BB+' long-term corporate credit rating, were
affirmed. The action is in response to the company's lower 2004
earnings guidance.
BMC INDUSTRIES: Receives Bank Waiver Extension through May 14
-------------------------------------------------------------
BMC Industries, Inc. (OTCBB:BMMI) announced that its bank group
has granted the company an additional waiver of certain covenants
and other obligations under its credit agreement. The company has
been operating under a series of waivers from its banks since June
30, 2003.
The waiver also extends the time period for BMC to make certain
scheduled principal and fee payments, and defers interest payment
obligations of approximately $0.6 million until May 14, 2004, the
termination date of both this waiver extension and the current
credit agreement. The deferral of these payments are subject,
however, to the company's continuing obligation to remit the net
proceeds of any asset sales and certain other cash flows to its
lenders in partial repayment of interest and principal
obligations. Since June 30, 2003, the company has incurred and
paid $5.7 million in interest obligations.
As in previous waivers, the banks and the company have agreed that
no additional borrowings will be extended during the waiver
period. Discussions continue between BMC, the company's advisors,
and its banks regarding the financing and capitalization of the
Company after May 14, 2004.
About BMC Industries
BMC Industries Inc., founded in 1907, is comprised of two business
segments: Optical Products and Buckbee-Mears. The Optical Products
group, operating under the Vision-Ease Lens trade name, is a
leading designer, manufacturer and distributor of polycarbonate
and glass eyewear lenses. Vision-Ease Lens also distributes
plastic eyewear lenses. Vision-Ease Lens is a technology and a
market share leader in the polycarbonate lens segment of the
market. Polycarbonate lenses are thinner and lighter than lenses
made of other materials, while providing inherent ultraviolet (UV)
filtering and impact resistant characteristics. The Buckbee-Mears
group, the only North American supplier of television aperture
masks, has announced its plans to wind down its operations by June
2004. For more information about BMC Industries, visit the
company's Web site at http://www.bmcind.com/
BOYD: Names Thomas Roberts Gen. Manager of Sam's Town Shreveport
----------------------------------------------------------------
Boyd Gaming Corporation named Thomas A. Roberts, CPM as General
Manager of its Sam's Town Shreveport facility, pending the close
of its acquisition. The $190 million acquisition is expected to
close in the second quarter 2004.
Thomas Roberts commented on the announcement, "I am especially
pleased about joining Boyd Gaming and the fact that I will be
working with the same team members that have helped to make this
property such a success over the last few years. We have a great
team here that provides some of the best service in the market,
and I am excited and proud to be able to stay with the property
and to remain in the Shreveport community."
Roberts has been the leader of the Shreveport property since late
1999 and previously served as Vice President of Development and
Leasing for Rio Suite Hotel & Casino in Las Vegas, Nevada.
Roberts was also the Founding General Manager of the famous Forum
Shops at Caesars Palace in Las Vegas.
Las Vegas-based Boyd Gaming said they were delighted that Roberts
accepted their offer to stay at the casino he has helped make so
successful. "We know customers have been happy with their
experiences at this property, and other than a name change, we
don't anticipate they will see a difference," said Keith Smith,
Executive Vice President and Chief Operating Officer for Boyd
Gaming.
Boyd Gaming plans to begin operations as Sam's Town Shreveport
immediately following regulatory approval. Boyd Gaming currently
operates two other properties under the popular Sam's Town brand
in Tunica, Mississippi and Las Vegas, and the Company also has two
other Louisiana properties: Delta Downs Racetrack and Casino in
Vinton and Treasure Chest Casino in Kenner.
Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) is
a leading diversified owner and operator of 13 gaming
entertainment properties located in Nevada, New Jersey,
Mississippi, Illinois, Indiana and Louisiana. Boyd Gaming recently
opened Borgata Hotel, Casino and Spa at Renaissance Pointe (AOL
keyword: borgata or http://www.theborgata.com/), a $1.1 billion
entertainment destination hotel in Atlantic City, through a joint
venture with MGM MIRAGE. In February, the Company reached a
definitive agreement to merge with Coast Casinos, Inc. The $1.3
billion merger is expected to be completed in mid 2004. More
information on Boyd Gaming is at http://www.boydgaming.com/
* * *
As reported in the Feb. 12, 2004, issue of the Troubled Company
Reporter, Standard & Poor's Ratings Services affirmed its 'BB'
corporate credit and 'B+' subordinated debt ratings for Boyd
Gaming Corp. Concurrently, the ratings were removed from
CreditWatch where they were placed on Feb. 9, 2004.
These rating actions clarify Standard & Poor's intention in its
press release dated Feb. 9, 2004. In that press release, both the
corporate credit and subordinated debt ratings of Boyd were placed
on CreditWatch with negative implications. "Given Standard &
Poor's expectation to affirm the corporate credit rating, those
ratings should not have been placed on CreditWatch," said Standard
& Poor's credit analyst Michael Scerbo. "However, the company's
'BB+' senior secured and 'BB-' senior unsecured debt ratings
remain on CreditWatch with negative implications given the
uncertainty about the final capital structure and the possible
impact on notching," Mr. Scerbo added. The outlook is stable. Pro
forma for its merger with Coast Casinos Inc., Boyd Gaming is
expected to have approximately $2.3 billion debt outstanding.
BUDGET GROUP: Court Sets Plan Confirmation Hearing for April 7
--------------------------------------------------------------
On February 4, 2004, the U.S. Bankruptcy Court for the District of
Delaware approved the Budget Group, Inc. and its debtor-
affiliates' Disclosure Statement with respect to their Second
Amended Joint Chapter 11 Liquidating Plan.
The Court found that the Disclosure Statement contained the right
kind and amount of information to enable creditors to make
informed decisions whether to accept or reject the Debtors' Plan.
The Honorable Charles G. Case, II, will convene a confirmation
hearing in Wilmington, Delaware, to the merits of the Debtors'
Liquidating Plan on April 7, 2004, at 9:30 a.m. (Eastern Time).
Headquartered in Daytona Beach, Florida, Budget Group, Inc.,
operates under the Budget Rent a Car and Ryder names -- is the
world's third largest car and truck rental company. The Company
filed for chapter 11 protection on July 29, 2002 (Bankr. Del. Case
No. 02-12152). Lawrence J. Nyhan, Esq., and James F. Conlan, Esq.,
at Sidley Austin Brown & Wood and Robert S. Brady, Esq., and
Edward J. Kosmowski, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, represent the Debtors in their restructuring efforts. When
the Company filed for protection from their creditors, they listed
$4,047,207,133 in assets and $4,333,611,997 in liabilities.
BUDGET GROUP: Discloses Plan Administrator's Responsibilities
-------------------------------------------------------------
Robert L. Aprati, Executive Vice President and General Counsel of
BRAC Group, Inc. (formerly Budget Group Inc.), informs the Court
that the Plan Administrator's responsibilities include:
(1) calculating and paying all distributions to be made under
the Plan, the Plan Administration Agreement and other
Bankruptcy Court orders to the Holders of Allowed U.S.
Debtor Group Administrative Claims, Allowed U.S. Debtor
Group Priority Tax Claims, Allowed Class 1A Claims,
Allowed Class 2A Claims, Allowed Class 4A Claims, Allowed
Class 5A Claims and Allowed Class 6A Claims;
(2) employing, supervising and compensating professionals
retained to represent the interests of and serve on behalf
of Reorganized BGI; and
(3) seeking estimation of contingent or unliquidated claims
under Section 502(c) of the Bankruptcy Code for claims
filed against the estates of the U.S. Debtor Group other
than Class 3A Claims.
The Plan Administrator will provide monthly reports to the Plan
Committee summarizing the activities of the Plan Administrator
and Reorganized BGI during the immediately preceding month.
The Plan Administrator will be compensated from Reorganized BGI's
Operating Reserve pursuant to the terms of the Plan
Administration Agreement. Any professionals retained by the Plan
Administrator will be entitled to reasonable compensation for
services rendered and reimbursement of expenses incurred from
Reorganized BGI's Operating Reserve. The payment of the fees and
expenses of the Plan Administrator and its retained professionals
will be made in the ordinary course of business and will not be
subject to Bankruptcy Court approval.
Before the Effective Date:
(1) the U.S. Debtor Group will be primarily responsible for
the reconciliation and allowance of general unsecured,
administrative, priority and secured claims, other than
Cherokee Assumed Liability Claims, provided that the U.S.
Debtor Group will consult, in good faith, with the
Official Committee of Unsecured Creditors with respect to
the reconciliation and allowance of the claims; and
(2) the Creditors Committee will fulfill the responsibilities
assigned to it under the Allocation Settlement Agreement.
From and after the Effective Date and subject to the requirements
of Section 4.7(c) of the Plan:
(1) The Plan Administrator will be primarily responsible for
the claims reconciliation process with respect to the
allowance and payment of general unsecured,
administrative, priority or secured claims, other than
Cherokee Assumed Liability Claims and will be authorized:
(a) to object to any Claims, other than Cherokee Assumed
Liability Claims, or interests filed against any of
the estates of the U.S. Debtor Group; and
(b) pursuant to Rule 9019(b) of the Federal Rules of
Bankruptcy Procedure and Section 105(a) of the
Bankruptcy Code, to compromise and settle Disputed
Claims other than Cherokee Assumed Liability Claims;
and
(2) The Plan Committee will fulfill the responsibilities
assigned to it under the Allocation Settlement Agreement.
Upon approval by the Plan Committee, the Plan
Administrator will be authorized and empowered to settle
any Disputed Claim, other than Cherokee Assumed Liability
Claims, for less than $250,000 and execute any
documentation necessary in connection with the settlement
without any further Court order. Notwithstanding, the
U.S. Trustee will continue to have standing after the
Effective Date to object to the fee applications filed by
Chapter 11 professionals.
Committee and the Plan Committee
The Creditors Committee will continue in existence until the
Effective Date to exercise those powers and perform those duties
specified in Section 1103. On the Effective Date, the Creditors
Committee will be dissolved and its members will be deemed
released of all their duties, responsibilities and obligations in
connection with the Chapter 11 Cases or the Plan and its
implementation, and the retention or employment of the
Committee's attorneys, accountants and other agents will
terminate. All expenses of the Committee members and the fees
and expenses of their professionals through the Effective Date
will be paid in accordance with the terms and conditions of the
Fee Order.
On the Effective Date, the Plan Committee will be formed and
constituted. The Plan Committee will consist of at least one but
no more than three members who will be selected by the Creditors
Committee and whose identities will be disclosed to the
Bankruptcy Court at the Confirmation Hearing.
The Plan Committee will:
(1) be responsible for:
(a) instructing and supervising the Plan Administrator
with respect to its responsibilities under the Plan
and the Plan Administration Agreement;
(b) reviewing the prosecution of the U.S. Debtor Group
Litigation Claims, including any proposed settlements;
(c) reviewing objections to and proposed settlements of
Disputed Claims asserted against one of more Debtors
in the U.S. Debtor Group;
(d) exercising powers and performing duties assigned to
the Committee under the Allocation Settlement
Agreement; and
(e) performing other duties that are necessary and proper
to assist the Plan Administrator and its retained
professionals; and
(2) remain in existence until the time as the final
distributions under the Plan have been made by Reorganized
BGI.
The Plan Committee members will serve without compensation for
their performance of services as members of the Plan Committee,
except that they will be entitled to reimbursement of reasonable
expenses by Reorganized BGI.
Reorganized BGI and the Estates of the U.S. Debtor Group will, to
the fullest extent permitted by the laws of the State of
Delaware, indemnify and hold harmless the Plan Administrator, the
Plan Committee and the Plan Administrator's, Plan Committee's and
Reorganized BGI's agents, representatives, professionals and
employees from and against and with respect to any and all
liabilities, losses, damages, claims, costs and expenses,
including but not limited to attorney's fees, arising out of or
due to their actions or omissions, or consequences of the actions
or omissions, other than actions or omissions resulting from the
BGI Indemnified Party's willful misconduct or gross negligence
with respect to Reorganized BGI and the Estates of the U.S.
Debtor Group or the implementation or administration of the Plan
and the Plan Administration Agreement. To the extent Reorganized
BGI and the Estates of the U.S. Debtor Group indemnify and hold
harmless the BGI Indemnified Parties, the legal fees and related
costs incurred by the counsel to the Plan Administrator or Plan
Committee in monitoring and participating in the defense of the
claims giving rise to the right of indemnification will be paid
out of Reorganized BGI's Operating Reserve it maintained and
funded. The indemnification provisions of the Plan
Administration Agreement will remain available to and be binding
on any former Plan Administrator or member of the Plan Committee
and will survive the terminations of the Plan Administration
Agreement.
Headquartered in Daytona Beach, Florida, Budget Group, Inc.,
operates under the Budget Rent a Car and Ryder names -- is the
world's third largest car and truck rental company. The Company
filed for chapter 11 protection on July 29, 2002 (Bankr. Del. Case
No. 02-12152). Lawrence J. Nyhan, Esq., and James F. Conlan, Esq.,
at Sidley Austin Brown & Wood and Robert S. Brady, Esq., and
Edward J. Kosmowski, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, represent the Debtors in their restructuring efforts. When
the Company filed for protection from their creditors, they listed
$4,047,207,133 in assets and $4,333,611,997 in liabilities.
(Budget Group Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
Service, Inc., 215/945-7000)
BUFFALO RUN LLC: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Buffalo Run, LLC
50 North East 26th Avenue, Suite 201
Pompano Beach, Florida 33062
Bankruptcy Case No.: 04-24106
Chapter 11 Petition Date: March 16, 2004
Court: District of Utah (Salt Lake City)
Judge: William T. Thurman
Debtor's Counsel: Robert B. Lochhead, Esq.
Parr Waddoups Brown Gee & Loveless
185 South State Street, Suite 1300
Salt Lake City, UT 84111-1536
Tel: 801-532-7840
Estimated Assets: $10 Million to $50 Million
Estimated Debts: $1 Million to $10 Million
Debtor's 9 Largest Unsecured Creditors:
Entity Nature Of Claim Claim Amount
------ --------------- ------------
Amerigas-Heber City Gas Services Unknown
1212 Beck Street
Salt Lake City UT 84116-1298
All West Communications Phone Services Unknown
Wasatch County Waste Services Unknown
Solid Waste Disposal Waste Services Unknown
Utah Power Utilities Unknown
Peak Alarm Alarm Services Unknown
Pegasus Satellite Satellite Services Unknown
Loomis Company Products & Services Unknown
Mike Crittenden Services Unknown
CALPINE: Closes $2.4B CalGen Secured Term Loans & Notes Offering
----------------------------------------------------------------
Calpine Corporation (NYSE: CPN) (S&P, CCC+ Senior Unsecured
Convertible Note and B Second Priority Senior Secured Note
Ratings, Negative Outlook), announced that its wholly owned
subsidiary Calpine Generating Company, LLC, formerly Calpine
Construction Finance Company II, LLC, has received funding on its
$2.4 billion secured term loans and secured notes offering. The
offering was comprised of the following:
-- $600 million of First Priority Secured Floating Rate Term
Loans Due 2009 priced at Libor plus 375 basis points, with
a Libor floor of 125 basis points;
-- $235 million of First Priority Secured Floating Rate Notes
Due 2009 priced at Libor plus 375 basis points, with a
Libor floor of 125 basis points;
-- $100 million of Second Priority Secured Floating Rate Term
Loans Due 2010 offered at 98.5% of par and priced at Libor
plus 575 basis points, with a Libor floor of 125 basis
points;
-- $640 million of Second Priority Secured Floating Rate Notes
Due 2010 offered at 98.5% of par and priced at Libor plus
575 basis points, with a Libor floor of 125 basis points;
-- $680 million of Third Priority Secured Floating Rate Notes
Due 2011 priced at Libor plus 900 basis points, with a
Libor floor of 125 basis points; and
-- $150 million of Third Priority Secured Fixed Rate Notes Due
2011 priced at 11.50%.
The secured term loans and notes described above will in each case
be secured through a combination of direct and indirect stock
pledges and asset liens, by CalGen's 14 power generating
facilities and related assets located throughout the United
States, and the lenders' recourse will be limited to such
security. None of the indebtedness will be guaranteed by Calpine
Corporation.
Net proceeds from the offering totaled approximately $2.3 billion
after deducting fees and expenses associated with the refinancing.
These proceeds were used to repay in full approximately $2.3
billion in borrowings outstanding under the original $2.5 billion
CCFC II revolving credit facility, which was scheduled to mature
in November 2004.
Concurrent with the completion of this offering, CalGen entered
into an agreement for a $200 million revolving credit facility
with a group of banks led by The Bank of Nova Scotia. This three-
year facility will be available for specified CalGen working
capital purposes and for letters of credit. All amounts
outstanding under this $200 million revolving credit facility will
bear interest at either (i) the Base Rate plus 250 basis points,
or (ii) at Libor plus 350 basis points.
The secured institutional term loans will be placed in the
institutional term loan market. The secured notes will be offered
in a private placement under Rule 144A, have not been registered
under the Securities Act of 1933, and may not be offered in the
United States absent registration or an applicable exemption from
registration requirements.
CALYPTE: At Last -- No Going Concern Qualification in 2003 Report
-----------------------------------------------------------------
Calypte Biomedical Corporation (OTC Bulletin Board: CYPT)
announces its financial results for the fourth quarter and year
ended December 31, 2003. Calypte is currently engaged in
developing rapid tests for HIV diagnosis and is the developer and
marketer of the only two FDA-approved HIV-1 antibody tests that
can be used on urine samples, as well as an FDA-approved serum
HIV-1 antibody Western Blot supplemental test.
For the fourth quarter ended December 31, 2003, Calypte recorded
revenues of $1,037,000, compared with $809,000 in the fourth
quarter of 2002. The net loss attributable to common stockholders
for the quarter was approximately $4.9 million, or $0.04 per
common share, compared with a net loss attributable to common
stockholders of $6.3 million, or $1.54 per common share, for the
three months ended December 31, 2002. Net loss for the quarter
includes non-cash expenses of $1.5 million in 2003 and $3.4
million in 2002.
For the year-ended December 31, 2003, Calypte reported revenues of
$3.5 million, compared with $3.7 million in 2002. The net loss
attributable to common stockholders for 2003 was $26.5 million, or
$0.47 per common share, compared with a net loss attributable to
common stockholders of $13.4 million, or $5.18 per common share,
for the year ended December 31, 2002. Net loss for the year
includes non-cash expenses of $14.3 million for 2003 and $5.4
million for 2002. These non-cash charges for the quarter and year
were primarily related to the grants of common stock and options
and warrants as compensation for services and non-cash interest
expense related primarily to the accounting for Calypte's
convertible debt financing instruments.
Richard George, President and CEO commented, "We continue to
become more efficient and believe that the dedicated staff as well
as our proprietary sciences have shown to be resilient and will
continue into the future. We expect to drive additional
efficiencies as we complete the consolidation of our domestic
manufacturing operations into our Rockville, Maryland facility."
On March 19, 2004, the Agreement for Commitment to Purchase
Aggregate of $10,000,000 of 5% Promissory Notes dated November 13,
2003 between Calypte and Marr Technologies BV ("MTBV") was
amended. The amended Agreement increases the MTBV loan commitment
to $15 million and will terminate on May 31, 2005.
In conjunction with the amended Agreement, Calypte granted a
warrant to purchase 400,000 shares of its stock on March 19, 2004.
The warrant is exercisable for two years from the date of grant at
an exercise price of $0.46 per share.
Commenting on the amended Agreement, Tony Cataldo, Calypte's
Executive Chairman stated, "This amendment reflects another level
of confidence from MTBV. This credit facility allows Calypte to
support its aggressive business plan as it continues to move
forward in the development and testing of its rapid products."
Mr. Cataldo added, "Included in the initial agreement was a
requirement that Calypte be listed on an exchange in order to
activate the credit facility. The amended Agreement does not
include any reference to that prerequisite, but we continue to
aggressively pursue that possibility. Another milestone to achieve
that listing status is evidenced by the auditors' issuance of an
opinion that does not include a 'going concern' qualification."
Recent Highlights
Following are Calypte's most significant milestones since the last
quarterly release, together with the progress made in the
development of its rapid HIV products and the strengthening of its
balance sheet:
* Calypte has significantly strengthened its financial
position with the receipt of an aggregate of $12.5 million
in new investment financing in two third-quarter 2003
transactions and the $15 million loan commitment by MTBV.
For the first time in the Company's history, it no longer
has a "going concern" opinion qualification.
* Calypte continues to implement the consolidation of its
manufacturing operations into a single facility at its
Rockville, Maryland location. The Company is manufacturing
additional inventory at its Alameda site to ensure an
adequate supply of the Company's current screening tests
during the transition. The consolidation of Calypte's
manufacturing operations, when completed, is expected to
eliminate approximately $1 million of annual expense,
including approximately $500,000 in annual occupancy costs,
and thus create a more efficient and cost effective
manufacturing structure. Calypte expects to complete the
Alameda facility wind-down by June 30, 2004.
* Calypte is committed to and focused on completing the
development and commercialization of one or more rapid HIV-
1/2 diagnostic tests into the international market as the
Company's primary new product offering.
* Calypte has begun international field trials of its
developmental stage urine and blood rapid tests in
Thailand. The evaluation of field results is an iterative
process. The results gained from these field trials are the
catalyst to initiate formal clinical trials and
international manufacturing operations which will be
significant milestones in achieving the commercialization
of our rapid products. The Company may elect to proceed
with the commercialization of one of the tests while
continuing to evaluate and modify the other.
* Calypte will continue to distribute its products in
international markets through resident diagnostic product
distributors, where appropriate, and will also seek to
widen its horizons via new distribution platforms.
* The international AIDS community believes that northern
Africa, Russia, China and India represent the "next wave"
of HIV epidemic regions. Calypte's initial international
focus for its anticipated rapid HIV-1/2 diagnostic tests
will be China and Russia. The Company is also planning to
pursue additional international distribution opportunities
in key African countries as funding from the federal
government's AIDS initiatives and related humanitarian
organization financing provides funds for testing in
lesser-developed countries where the HIV infection is
epidemic.
At December 31, 2003, Calypte Biomedical Corporation's balance
sheet shows a recovery of shareholder equity at $917,000. At
December 31, 2002, the company reported a total stockholders'
equity deficit of $7,494,000
About Calypte Biomedical
Calypte Biomedical Corporation, headquartered in Alameda,
California, is a public healthcare company dedicated to the
development and commercialization of in vitro diagnostic tests,
primarily for the detection of antibodies to Human
Immunodeficiency Virus (HIV), and other sexually transmitted and
infectious diseases. Calypte's currently marketed laboratory-based
tests include an enzyme immunoassay (EIA) HIV-1 antibody screening
test and an HIV-1 antibody western blot supplemental test, the
only two FDA-approved HIV-1 antibody tests for use on urine
samples, as well as an FDA-approved serum HIV-1 antibody western
blot supplemental test. Calypte is actively engaged in developing
new test products for the rapid detection of HIV and other
infectious diseases. Calypte believes that there is a significant
need for rapid detection of such diseases globally to control
their proliferation, particularly in lesser-developed countries
which lack the medical infrastructure to support laboratory-based
testing. Calypte believes that testing for HIV and other
infectious diseases may make important contributions to public
health.
CASEY'S BAR-B-Q: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Casey's Bar-B-Q, Inc.
327 East Nakoma
San Antonio, Texas 78216
Bankruptcy Case No.: 04-51403
Debtor affiliates filing separate chapter 11 petitions:
Entity Case No.
------ --------
Casey's Bar-B-Q II, Inc. 04-51402
Type of Business: The Debtor owns a Bar-B-Q Restaurant
Chapter 11 Petition Date: March 4, 2004
Court: Western District of Texas (San Antonio)
Judge: Leif M. Clark
Debtors' Counsel: Dean William Greer, Esq.
2929 Mossrock, Suite 105
San Antonio, TX 78230
Tel: 210-342-7100
Total Assets Total Debts
------------ -----------
Casey's Bar-B-Q., Inc. $1,010,920 $1,453,072
Casey's Bar-B-Q. II, Inc. $133,908 $1,445,774
Debtors' 20 Largest Unsecured Creditors:
Entity Nature Of Claim Claim Amount
------ --------------- ------------
IBC Bank Supplies $850,000
130 E. Travis
San Antonio, TX 78205
Sysco Foods Supplies $412,000
P. O. Box 18364
San Antonio, TX 78218
State Comptroller of Public Taxes $410,000
Ac
111 E. 17th Street
Austin, TX 78774-0100
Sylvia S. Romo Property Taxes $217,000
Estate of Lamae Valick Loan $125,000
Wells Fargo Bank Texas Loan $90,000
Santa Barbara Bank & Trust Lease $82,062
Republic Leasing Lease $40,870
Pawnee Leasing Forklift $35,752
G.E. Credit Corp. Credit $15,000
Metalmorphosis Supplies $11,452
American Express Credit Card $8,000
Judson, ISD Taxes $6,000
Aetna Healthcare Insurance $4,600
Zurich Insurance Insurance $4,000
Flowers Buttercrust Bakery, Supplies $3,589
L.L.C.
Gill Services Services $3,500
Unicyn Funding Group Insurance $3,161
Mission Restaurant Supply Supplies $2,825
Elmer E. Anderson Loan $1,400
CHESAPEAKE ENERGY: Acquiring $100 Million Producing Properties
--------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) has entered into or is
completing agreements to acquire $100 million of Mid-Continent,
Permian Basin and Texas Gulf Coast oil and natural gas assets in
four separate transactions.
Through these agreements, Chesapeake anticipates acquiring an
internally estimated 68 billion cubic feet of gas equivalent
proved reserves (bcfe), 39 bcfe of probable and possible reserves
and current production of 15 million cubic feet of natural gas
equivalent production (mmcfe) per day. Pro forma for these
acquisitions, Chesapeake's anticipated March 31, 2004 proved oil
and natural gas reserves are expected to be approximately 3.6
trillion cubic feet of natural gas equivalent (tcfe).
After allocating $16 million of the purchase price to unevaluated
leasehold, probable and possible reserves, and other assets,
Chesapeake's acquisition cost per thousand cubic feet of gas
equivalent (mcfe) of proved reserves associated with these
transactions will be $1.24. Including unevaluated leasehold and
anticipated future drilling costs for fully developing the proved,
probable and possible reserves, the company estimates that its
all-in acquisition cost for the 107 bcfe of estimated reserves
will be $1.39 per mcfe. The proved reserves have a reserves-to-
production index of 12.5 years, are 66% oil and are 74% proved
developed.
Two of the acquisitions are expected to close on April 1, 2004 and
two are expected to close on May 1, 2004. All acquisitions are
subject to customary closing conditions with no single closing
conditioned on the closing of any other acquisition. The company
intends to finance the acquisitions with proceeds from a new
private issue of cumulative convertible preferred stock.
Chesapeake Increases 2004 Production Guidance
and Announces New Hedges for Oil
and Natural Gas Production To Be Acquired
Chesapeake is increasing its 2004 production forecast by 7.0 bcfe
(2.1%) from a range of 323-329 bcfe (891 mmcfe per day at the mid-
point) to a range of 330-336 (910 mmcfe per day at the mid-point).
Approximately 3.8 bcfe of this 7.0 bcfe increase is attributable
to today's announced acquisitions while 3.2 bcfe is attributable
to better than expected recent drilling results. The company's
2004 production is expected to be 89% natural gas and 11% oil and
natural gas liquids.
Last week, Chesapeake hedged the anticipated production of 1,600
barrels of oil per day and 5,000 mcf of natural gas per day
expected from the new acquisitions at attractive prices for April
2004 through December 2005. The hedged prices averaged $33.11 per
barrel of oil and $5.78 per mcf of natural gas.
Depending on changes in oil and natural gas futures markets and
management's view of underlying oil and natural gas supply and
demand trends, Chesapeake may either increase or decrease its
hedging positions at any time in the future without notice.
Management Comments
Aubrey K. McClendon, Chesapeake's Chief Executive Officer,
commented, "The announcements provide additional confirmation that
Chesapeake continues to be successful in identifying opportunities
to further strengthen its proved reserve base and enhance its
production profile through the ongoing consolidation of high-
quality oil and natural gas assets in our operating areas. These
transactions are consistent with Chesapeake's balanced
business strategy of creating value by delivering profitable
organic growth from our developmental and exploratory drilling
programs complemented by acquiring and developing long-lived,
under-exploited oil and natural gas assets.
"In addition, we have locked-in accretive returns from these
acquisitions by hedging virtually 100% of the anticipated oil and
natural gas production volumes for April 2004 through December
2005 at prices well above the price decks we used to evaluate the
acquired properties. In this time of strong oil and natural gas
markets, we believe unusually attractive returns to Chesapeake's
shareholders can be generated from focused acquisitions and by
hedging the acquired production volumes. We believe our ongoing
consolidation of high-quality properties, followed by
opportunistic hedging, and combined with our value-added drilling
programs will continue to be a winning formula for our
shareholders in the years ahead."
Chesapeake Energy Corporation (Fitch, BB- Senior Note and B
Preferred Share Ratings, Positive) is one of the five largest
independent U.S. natural gas producers. Headquartered in Oklahoma
City, the company's operations are focused on exploratory and
developmental drilling and producing property acquisitions in the
Mid-Continent, Permian Basin, South Texas and Texas Gulf Coast
regions of the United States. The company's Internet address
is http://www.chkenergy.com/
CHESAPEAKE ENERGY: Offering $255MM Convertible Preferred Stock
--------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) announced that it
intends to commence a private placement offering to eligible
purchasers of $255 million of a new series of its cumulative
convertible preferred stock with a stated value of $1,000 per
share. The offering is expected to be eligible for resale under
Rule 144A. The private offering, which is subject to market and
other conditions, will be made within the United States only to
qualified institutional buyers, and outside the United States only
to non-U.S. investors.
Chesapeake intends to use the net proceeds of the offering to
repay debt under its bank credit facility and to fund
approximately $100 million of pending acquisitions of oil and gas
properties, or in the event the acquisitions are not consummated,
excess proceeds will be used for general corporate purposes
including possible future acquisitions.
The chief executive officer and chief operating officer of
Chesapeake intend to purchase at the offering price an aggregate
of $20 million stated value in additional shares of the preferred
stock directly from the Company at closing of the offering. The
company also intends to grant a 30-day option to purchase a
maximum of $38.25 million stated value in additional shares of
convertible preferred stock to cover any over-allotments in the
offering.
Chesapeake Energy Corporation (Fitch, BB- Senior Note and B
Preferred Share Ratings, Positive) is one of the five largest
independent U.S. natural gas producers. Headquartered in Oklahoma
City, the company's operations are focused on exploratory and
developmental drilling and producing property acquisitions in the
Mid-Continent, Permian Basin, South Texas and Texas Gulf Coast
regions of the United States. The company's Internet address
is http://www.chkenergy.com/
COMMERCIAL PRINTING: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Commercial Printing Express, Inc.
dba Print World
900 Magoffin
El Paso, Texas 79901
Bankruptcy Case No.: 04-30614
Type of Business: The Debtor provides printing services.
Chapter 11 Petition Date: March 11, 2004
Court: Western District of Texas (El Paso)
Judge: Larry E. Kelly
Debtor's Counsel: Wiley France James, III, Esq.
James, Goldman & Haugland, P.C.
P.O. Box 1770
El Paso, TX 79949-1770
Tel: 915-532-3911
Estimated Assets: $1 Million to $10 Million
Estimated Debts: $500,000 to $1 Million
Debtor's 20 Largest Unsecured Creditors:
Entity Nature Of Claim Claim Amount
------ --------------- ------------
Sun World Investments, L.P. Unpaid Rent $71,087
Casablanca Convertors, Inc. Vendor $57,903
International Corp. Vendor $55,332
Prime Papers Vendor $46,434
Konica Minolta Graphic Vendor $15,202
Imaging USA, Inc.
Texas Converting, Inc. Vendor $11,078
US Ink Vendor $6,173
Jayco, Inc. Vendor $3,878
Bixler & Co. Vendor $3,519
El Paso Litho Plate Co, Inc. Vendor $3,499
Spectrum Paper Co., Inc. Vendor $3,074
Xpedx Stores Division Vendor $2,669
Guynes Printing Co. of TX, Vendor $2,520
Inc.
Ryder Trans. Services Vendor $2,474
American Litho, Inc. Vendor $2,183
Assured Compliance Solutions, Vendor $1,560
Inc.
Franklin Estimating Sytems Vendor $1,399
Safety Kleen Vendor $1,311
AA Industrial Control Vendor $1,237
Specialist
American Express TRS Vendor $1,236
CORBAN COMMS: U.S. Trustee to Meet With Creditors on April 15
-------------------------------------------------------------
The United States Trustee will convene a meeting of Corban
Communications, Inc.'s creditors at 10:00 a.m., on April 15, 2004,
in Room 976 at the Office of the U.S. Trustee, 1100 Commerce
Street, Dallas, Texas 75242. This is the first meeting of
creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy
cases.
All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
Headquartered in Plano, Texas, Corban Communications, Inc. --
http://corbancom.com/-- is a carrier-neutral network services
provider with products such as, Point to Point Interconnect and
Transport for TDM and IP networks. The Company filed for chapter
11 protection on March 11, 2004 (Bankr. D\N.D. Tex. Case No. 04-
32972). Judith Weaver Ross, Esq., at Baker Botts LLP represent
the Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed both estimated debts
and assets of over $10 million.
COVANTA ENERGY: Obtains Go-Ahead to Buy Run-Off Insurance Program
-----------------------------------------------------------------
At the outset of these Chapter 11 cases, the Covanta Energy
Debtors sought and obtained the Court's authority to make certain
payments necessary to maintain certain insurance coverage, bonds
and related administration procedures. Deborah M. Buell, Esq., at
Cleary Gottlieb Steen & Hamilton, in New York, relates that the
Court, in its Insurance Maintenance Order, specifically authorized
the Debtors to continue paying their prepetition insurance
arrangements, including with respect to run-off director &
officer and fiduciary liability obligations. Among the insurance
policies covered by the Insurance Maintenance Order was the
prepetition form of the D&O and fiduciary liability insurance
program, pursuant to which the Debtors, at the inception of the
coverage, established an insurance structure for their D&O and
fiduciary liabilities.
The Existing Insurance Program is comprised of "claims made"
insurance policies. Thus, it only provides insurance coverage
for certain claims that are asserted during the term of the
policies contained in the Existing Insurance Program. Under the
Second Plans, many of the Debtors' officers and employees will
continue to serve in their capacities after the Effective Date.
These Continuing Officers and Employees, as well as those
individuals who served as employees, officers or directors prior
to the Debtors' emergence from Chapter 11, will have the benefit
of indemnification agreements that are being assumed under the
Second Plans. Therefore, any claim for indemnification of
employees, officers and directors for pre-emergence conduct will
need to be met by the Reorganized Debtors.
In order to induce the Continuing Officers and Employees to
remain with the Reorganized Debtors and in order to provide the
departing officers and directors with sufficient time to assert
claims under the claims made policy, the Debtors want to purchase
the Run-Off Insurance Program. Ms. Buell contends that without
the extension of coverage provided by the Run-Off Insurance
Program, no coverage would be provided under the Existing
Insurance Program for claims that are made after the policy
period.
Consistent with its ordinary course practice, after having
investigated and negotiated with several potential insurance
providers the most cost effective structure for such insurance,
Covanta intends to agree to the terms of the proposed Run-Off
Insurance Program. According to the Debtors' insurance broker,
Willis of New York, the salient terms of the Run-Off Insurance
Program are:
A. It will be effective from the date of Covanta's emergence
from Chapter 11 for 72 months.
B. As with the Existing Insurance Program, there will be three
insurance carriers:
* Chubb Specialty Insurance, an affiliate of Federal
Insurance Company;
* XL Specialty Insurance Company; and
* Corporate Officers and Directors Assurance Ltd., an
affiliate of Ace Bermuda.
C. The total coverage under the Run-Off Insurance Program will be
$75,000,000 in the aggregate for D&O liability and $25,000,000
in the aggregate for fiduciary liability. Of the $75,000,000
total coverage for D&O liability, Chubb and XL will provide
coverage for both corporate and direct reimbursement
obligations, while CODA will provide coverage only for non-
indemnifiable reimbursement obligations.
D. Covanta will not be required to provide collateral.
E. There is no deductible for the direct reimbursement portion of
the D&O policy, and deductibles of up to $5,000,000 per
occurrence will apply to each corporate reimbursement claim
under the D&O policy. Deductibles of up to $250,000 per
indemnified occurrence will apply to each claim under the
fiduciary liability policy.
F. The total premium due and payable under the Run-Off Insurance
Program will not exceed $4,625,000, comprising a maximum of
$4,125,000 for D&O liability coverage and a maximum of
$500,000 for fiduciary liability coverage.
G. The terms of the Run-Off Insurance Program are contingent on
Covanta's making a lump-sum premium payment upon its emergence
from Chapter 11 and in any event no later than March 31, 2004.
At the Debtors' request, Judge Blackshear authorizes Covanta to
purchase the Run-Off Insurance Program and make premium payments.
Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad. The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton represent the Debtors in their
restructuring efforts. When the Debtors filed for protection from
its creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities. (Covanta Bankruptcy News, Issue No.
51; Bankruptcy Creditors' Service, Inc., 215/945-7000)
DETROIT MEDICAL: Fitch Affirms B Rating on $569 Million MI Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed the 'B' rating on Detroit Medical
Center's approximately $569 million of outstanding bonds. In
addition, the bonds have been removed from Rating Watch Negative.
The Rating Outlook is Negative.
DMC has released its full fiscal year 2004 budget with a net
income of negative $52.3 million (including $23.8 million of
public subsidy), which is a $60.5 million improvement from the
previous year. Fitch believes the budget is aggressive given large
historical operating losses and the level of indigent care
provided. However, financial performance has been ahead of budget
for the first two months of the year. DMC implemented a series of
expense reductions in the latter half of fiscal 2003, which is
being realized in DMC's current financial performance.
For the month of January 2004, DMC's net income was negative
$6.975 million, which was $4.738 million favorable to budget.
Including the public subsidy, January's bottom line was negative
$1.8 million. Management has indicated that February's performance
was similar and March is on the same track. Major expense
reduction items include staff reductions of 342 FTEs, savings from
supply and vendor contracts, and decrease in physician subsidies.
In addition, there are further expense reductions and revenue
enhancement opportunities identified from the current Huron
engagement that have not been incorporated into the 2004 budget.
Management continues to seek various options for the struggling
hospitals in its portfolio, namely, Harper-Hutzel-Karmanos and
Detroit Receiving. The system has benefited from a $50 million
governmental subsidy that is available over a 10-month period
(started October 2003); however, additional support past this year
is unknown.
To date, all debt service payments have been paid on time and the
debt service reserve funds remain fully funded. In addition,
management expects its GE line of credit that expires at the end
of June 2004 to be renewed.
The negative rating outlook is due to Fitch's belief that DMC's
financial situation remains fragile and that fu