YOUNGSTOWN, Ohio, April 24, 1995 -- href="chap11.pharmor.html">Phar-Mor, Inc. today announced
that the Company and its Senior Secured Creditors have agreed to pursue
alternate Plans of Reorganization that will allow the Company to emerge from
Chapter 11 protection as a publicly traded company later this summer. The
Company filed Plans and Disclosure Statements for both plans with the U.S.
Bankruptcy Court in Youngstown, Ohio today. The Company requested a hearing on
the approval of a Disclosure Statement for May 25, 1995, with a view toward
confirming a plan in July 1995.
Under one plan, an investor group led by Robert Haft, the former president
of Dart Group and Crown Books, would acquire from the Company and from the
Senior Secured Creditors a significant portion of the equity in reorganized
Phar-Mor. The Secured Creditors and the investor group are engaged in
negotiations concerning details of that plan.
In the event the Secured Creditors do not conclude an agreement with the
Haft Group, the Company and the Secured Creditors have agreed they will
proceed with a "stand alone" plan that does not include the Haft Group
investment.
The Company believes it is important to exit from Chapter 11 as soon as
practicable, either under the "stand alone" plan or the Haft Group plan.
Phar-Mor is filing both plans of reorganization so that it can implement the
"stand alone" plan without any delay should the negotiations with the Haft
Group not succeed. The Company will determine which plan it will submit to a
vote of the creditors prior to the Court hearing on the Disclosure
Statement.
"Phar-Mor and its employees have worked diligently for two and a half years
to prove that the Phar-Mor concept of deep discount retailing works," said
Phar-Mor Chief Executive Officer Tony Alvarez. "Thanks to this effort, we not
only succeeded in demonstrating that Phar-Mor is a viable company with a
strong management team, we built a solid financial base and attracted a
seasoned strategic investor. We welcome the Haft Group interest in the
Company.
"Under either plan, Phar-Mor will aggressively pursue strategic new store
openings. We believe it is time for the Company to emerge from Chapter 11 and
focus solely on building a stronger Company, either with the benefit of the
Haft Group investment or under the 'stand alone' plan."
Phar-Mor said that the Official Committee of Unsecured Creditors has not
endorsed either of the plans. The Company said it hopes the unsecured
creditors will lend their support to the plan that is ultimately submitted to
the creditors for a vote.
Details of the Plans
Under the proposed "stand alone" plan, Phar-Mor's Senior Secured Lenders
will receive:
Other secured lenders, who provided the financing for certain furniture,
fixtures and equipment used by Phar-Mor, will receive notes payable over eight
years, bearing interest at 7% and secured by the collateral held by the
Reorganized Company.
Current shareholders, who will receive no equity, will begin to participate
in the potential proceeds from the litigation described above after $200
million of such proceeds are first paid to unsecured creditors.
The major differences between the "stand alone" and Haft Group plans concern
the additional investment by the Haft Group. Under the Haft Group plan, the
Haft Group will acquire five million shares of new common stock, which
otherwise would have been issued to the Senior Secured Creditors, at a price
of $4 per share. The Haft Group will also buy 2.5 million shares of new
common stock directly from the Company at a price of $4 per share, for a total
of $10 million, giving the Haft Group a total of 7.5 million shares, or 30.8%
of the newly Reorganized Company.
Under the "stand alone" plan, Mr. Alvarez would become Chairman of the
Company, while current Phar-Mor President David Schwartz would become Chief
Executive Officer. The Company would have a seven-member Board of Directors,
of whom two would be members of Company management, four would be appointed by
the Secured Creditors and one would be appointed by the unsecured
creditors.
The Haft Group plan proposes that Robert Haft would become Chairman and
Chief Executive Officer, and Mr. Schwartz would be President and Chief
Operating Officer. The Company would have a seven-member Board of directors,
of whom four would be appointed by the Haft Group, two would be appointed by
the Secured Creditors and one would be appointed by the unsecured
creditors.
Phar-Mor, headquartered in Youngstown, Ohio, is a deep discount retail chain
with 143 stores in 21 states. On August 17, 1992, Phar-Mor filed for
protection under Chapter 11 of the U.S. Bankruptcy Code. It filed its first
Plan of Reorganization with the Court on July 29, 1994 and an amended Plan of
Reorganization with the Court on January 18, 1995.
/CONTACT: Gary Holmes, 212-484-7736, or Robert Mead, 212-474-6701, both of
Robinson Lake Sawyer Miller/
SAN DIEGO, April 24, 1995 -- The following release is being issued by
Chandler Church & Co.:
Cytoprobe Corp. (Nasdaq: CYTP) was
placed into Involuntary Bankruptcy in the
United States Bankruptcy Court for the Southern District of California today.
The request for relief seeks the repayment of seriously delinquent loans and
failed promises of payments for services rendered. Petitioning Creditors
claim an amount of over $400,000. The loans have been documented on
Cytoprobe's Federal Filings (10K) but the company has been inattentive in
paying its obligations and bills.
/CONTACT: Chandler Church & Co., 619-239-6111/