SAN DIEGO, April 14, 1995 -- Telios
Pharmaceuticals Inc. href="(Nasdaq:" target=_new>http://www.secapl.com/cgi-bin/edgarlink?TLIOQ">(Nasdaq:
TLIOQ) (the "company") announced that it has filed with the U.S.
Court for the Southern District of California its proposed Disclosure
Statement and Plan of Reorganization. This document has been filed for
approval by the court, and a hearing on the adequacy of the Disclosure
Statement is scheduled for May 11, 1995.
Also in furtherance of its efforts to reorganize, the company announced that
it has entered into a definitive acquisition agreement with Integra
LifeSciences Corp. ("Integra") following the Feb. 9, 1995, announcement that
the company and Integra had entered into a letter agreement pertaining to the
acquisition of the company by Integra. This agreement is subject to the
fulfillment of certain conditions to closing including, among other things,
that the closing of the transaction occur by July 14, 1995, and that the Plan
of Reorganization be confirmed by the Bankruptcy Court.
The company also announced that the date of approval of the Disclosure
Statement will be used as the record date to determine the parties entitled to
vote upon the Plan of Reorganization and to receive Plan treatment, including
distributions, if any.
The proposed Disclosure Statement has not yet been approved by the
Bankruptcy Court. The company may not engage in solicitations in an effort to
gain support for the plan prior to approval of the Disclosure Statement by the
Bankruptcy Court. This communication is not intended to be, nor should it be
construed as, a solicitation of support for the proposed Plan of
/CONTACT: Todd E. Simpson, CFO of Telios Pharmaceuticals,
PORTLAND, Ore.--April 14, 1995--Americold
Corp. said today
that it has distributed a confidential Disclosure Statement to certain of its
debtholders of record as of March 31, 1995 describing the company's plan for
the restructuring of certain of its outstanding indebtedness.
The Disclosure Statement solicits acceptance, by May 8, 1995, of a
prepackaged plan of reorganization under Chapter 11 as a means of implementing
the restructuring. The prepackaged plan has received a high level of creditor
support, including the support in principle of the company's largest secured
lender, Metropolitan Life Insurance Company, as well as the support of its
primary bank, U.S. National Bank of Oregon. The bank has provided the company
with a commitment to extend and modify the company's existing $27.5 million
revolving credit agreement.
As previously announced, Americold said that the primary goal of the
restructuring plan is to revise the timing of debt service requirements that
under the existing terms include $115 million in principal payments due on its
11% Senior Subordinated Debentures over the next two years. Such
restructuring is necessary in order for the company to remain in compliance
with the terms of its various financing agreements and to continue the capital
expenditures and other investments that are part of its long-term business
The company said that it believes a prepackaged proceeding is the most
expeditious means of implementing the restructuring and would ensure that the
restructuring would have a minimal impact on the company's operations.
Americold said that the prepackaged proceeding would not affect the company's
relationships with its employees, customers and suppliers.
"We are confident that the proposed restructuring will be implemented
quickly and efficiently through the prepackaged proceeding," said Ron
Dykehouse, chairman and CEO of Americold. "The prepackaged proceeding will not
interrupt the normal business operations and the company, and we will continue
to meet our obligations to our customers, employees and suppliers throughout
the restructuring process."
Dykehouse added: "The restructuring will significantly improve the company's
liquidity and give us the financial flexibility we need to continue to expand
our warehouse capacity and strengthen our leadership position as a provider of
complete, nationwide third-party logistics services to the frozen food
Terms of the proposed restructuring plan include:
PRELIMINARY 1995 RESULTS
In addition, Americold announced preliminary results for the fiscal year
ended Feb. 28, 1995. Total sales were up $216 million, a 9% increase over
$199 million a year ago. Warehousing sales were up in fiscal 1995
approximately 7% over last year as the effects of the fiscal 1994 midwest
flooding diminished and the strong vegetable harvest during fiscal 1995
increased the utilization of the company's warehouses. In fiscal 1995, the
company also experienced an approximate 50% sales increase in transportation
management services as the company continued its move into the third-party
Preliminary net income for fiscal 1995 was $5.6 million, compared to a loss
of $11.0 million in the prior year after adjusting for extraordinary losses
and the implementation of certain accounting changes affecting fiscal 1994.
Net income for the current year was affected by a pre-tax gain of
approximately $17.0 million reported in the third quarter related to the
settlement of the company's insurance claim arising from the Kansas City, Kan.
warehouse fire. Without such settlement, the company would have experienced a
net loss for fiscal 1995 of approximately $4.7 million.
Americold is the nation's largest cold storage logistics company with 51
warehouses across the United States providing full service storage and
distribution services. Over 18 billion pounds of harvested, processed and
prepared foods move through the Americold system every year.
CONTACT: Robinson Lake Sawyer Miller,
Robert Mead, 212/484-6701