TORONTO, April 4, 1995--Dylex
Limited today filed with the Ontario Court an
amended restructuring Plan under the Companies' Creditors Arrangement Act
The amended Plan provides for Dylex's creditors and shareholders to receive,
in addition to the cash payments and new common shares, rights to purchase
additional new common shares to be issued by the company. The exercise price
for the rights will be $2.50 for each new common share. Transferable rights
certificates will be issued on the Plan Implementation Date and will expire 30
days following that date.
The rights offering is expected to result in an equity investment in Dylex
of $40 million before expenses. Exercise of the rights would result in the
issuance of 16 million new common shares. River Road (Canada) L.P. has
committed to provide a standby facility to purchase all shares not taken up
under the rights offering.
``We believe that the amendments that Dylex has made to the restructuring
Plan significantly strengthens our proposal.'' said David Posluns, Dylex's
Chief Financial Officer.
``This Plan represents an unusually high recovery level for the unsecured
creditors, landlords, and debentureholders. In addition, the approximately $40
million of equity financing significantly strengthens Dylex's balance sheet
and liquidity, and that should be viewed positively by those creditors and
shareholders who will be receiving the new common shares.'' Mr. Posluns
``The changes that we have made to Dylex's restructuring Plan are in
response to the discussions that we have had with creditors since filing our
plan on February 24. These changes include adjustments to the allocations of
equity which both meet our commitment to ensure that the trade recover
substantially all of what it is owed while improving somewhat the amounts to
be received by the landlords and debentureholders,'' he continued.
As provided for in the company's Plan filed on February 24, unsecured
creditors owed more than $2,000 will be paid 60 percent of their claims in
cash. The amended installment schedule, which begins on July 31, 1995,
provides for two consecutive month-end cash payments of five percent of a
claim, followed by three consecutive month-end cash payments of 10 percent,
then 15 percent to be paid on December 31, 1995, and the final five percent
cash payment to be made at the end of January 1996. The remaining 40 percent
of unsecured creditors' claims will be satisfied by the issuance of one new
common share and one right for each $13.80471 of the total claim. Unsecured
creditors with claims of $2,000 or less or those with claims greater than
$2,000 who elect to reduce their claim to $2,000 will be paid in full without
interest within 30 days of the Plan Implementation Date.
Landlords' claims will be settled on the same basis as for unsecured
creditors' claims. Landlords with claims of $2,000 or less or those with
claims greater than $2,000 who elect to reduce their claim to $2,000 shall be
paid in full without interest within 30 days of the Plan Implementation
The pool to be used for the calculation of the value of a landlord's
abandoned lease claim for distribution purposes is increased from $12 million
in the earlier plan to $16 million in the amended Plan.
Landlords with abandoned lease claims will be allocated this $16 million,
which is equal to eight months' gross rents for these claims, of which 60
percent is to be paid in cash following the same installment schedule as for
unsecured creditors. The remaining 40 percent will be satisfied by the
issuance of one new common share and one right for each $13.80471 of total
The claims of subordinated debentureholders, including interest, shall be
fully satisfied by the issuance of one new common share and one right for each
$9.92969 of claim.
As previously proposed, all principal and interest payments on existing term
debt due to the banks between January 11, 1995 and the Plan Implementation
Date are to be capitalized and deferred until February 5, 1996. Each scheduled
repayment of principal of any term debt falling due after the Plan is
implemented and prior to February 5, 1996, shall be deferred until February 5,
1996. Subject to other exceptions, the claims of the banks shall be unaffected
by the plan.
Effective on the Plan Implementation Date, Class C shareholders will receive
one new common share and one right for every 1.24033 Class C shares held.
Effective on the Plan Implementation Date, one new common share and one
right will be issued to each Class A and Common shareholder for every 45.19674
Based on the allocation of the anticipated 27 million new common shares to
be issued (excluding those shares that will be issued through the rights
offering), the following table indicates the ownership of Dylex's new common
shares following the implementation of the amended Plan:
Class Common Shares % Ownership
Unsecured Creditors 10,141,463 37.56
Landlords 1,738,537 6.44
Existing Common and
Class A Shareholders 1,579,310 5.85
Subordinated Debentureholders 11,880,000 44.0
Existing Class C Shareholders 1,660,690 6.15
Assuming that each of the groups fully exercised its rights, the issuance of
the additional shares through the equity rights offering would not change the
relative ownership positions.
On January 11, Dylex obtained on a Court order enabling it to proceed with a
financial and operating restructuring under the Companies' Creditors
Arrangement Act (CCAA).
On March 24, Dylex informed the Ontario Court of its intention to amend its
restructuring Plan and was granted an Order adjourning the meetings of the
company's creditors and shareholders to consider the restructuring Plan until
/For further information: Richard W.
Wertheim & Company Inc., (416)
594-1600, (905) 276-6612 (home)/
DOBBS FERRY, N.Y.--April 4, 1995--Hal M.
Hirsch, Chapter 11
Trustee of Fingermatrix Inc.
EBB:FINXC), Tuesday reported that on
March 31, 1995, the Trustee's Plan of Reorganization was confirmed by United
States Bankruptcy Judge John J. Connelly of the United States Bankruptcy Court
for the Southern District of New York.
The Plan is anticipated to become effective on or about April 10, 1995, and
distribution of cash and the company's new securities will begin on or about
April 12, 1995, he added.
Under the new corporate structure, the company's present approximate 8,000
shareholders will retain 50 percent of the equity in the reorganized company,
and all of the company's current stock will be canceled. The remainder of the
new equity will go to various classes of creditors, lenders and investors who
provided capital and services for the emerging company, Hirsch said.
The initial capitalization will be 3 million common shares, half of which
will be distributed to holders of the approximate 18 million shares currently
outstanding. This will effect a reverse split of approximately 1 for 12
shares, he explained.
Class A Warrants also will be distributed with each new common share at the
rate of one and two thirds per share. Class A Warrants will have an exercise
price of $1.00 and will expire 270 days after the Effective Date of the Plan.
These warrants will not be separately tradeable.
Further, upon the conversion of each Class A Warrant, the holder will
receive one new share of stock as well as one Class B Warrant for each two
Class A Warrants exercised. Each Class B Warrant will permit the purchase of
one share of New Common Stock for $2.00 and will expire 635 days after the
Effective Date of the Plan. The B Warrants will be separately tradeable as
well as exercisable, Hirsch said.
The Plan provides for payment of general unsecured trade debt at 25 cents on
the dollar in cash over 18 months, plus new common shares with attendant
The Plan also reflects a change in top management of the company,
effectuated last November and December, and a shift in the focus of the
company from a research and development organization to a commercial
The new management anticipates relisting of its Common Stock on the National
NASDAQ System by the close of 1995.
CONTACT: Molesworth & Associates,
Official Committee of Equity Holders of Fingermatrix Inc.,
Gordon Molesworth, Chairman, 602/625-0035