CENTRAL AND SOUTH WEST CORPORATION SUES EL PASO ELECTRIC COMPANY FOR
MERGER TERMINATION FEE
DALLAS, Texas--June 15, 1995--Central and South West Corporation (NYSE:
CSR) said today it has filed suit against El Paso Electric
Company (Nasdaq-NNM: ELPAQ), seeking a $25 million
termination fee for El Paso Electric's breaches of the companies'
terminated merger agreement, at least $3.6 million of rate case
expenses and a declaratory judgment that Central and South West
properly terminated the agreement.
Central and South West also said it had caused a suit filed
against it by El Paso Electric to be removed from state district
court in El Paso, Texas, to the federal bankruptcy court in El Paso
and had moved to transfer the case to the bankruptcy court in
Austin, Texas. The bankruptcy court in Austin has jurisdiction over
El Paso Electric's bankruptcy case.
On June 9, Central and South West notified El Paso Electric it
was terminating a proposed merger between the companies because
several closing conditions of the merger agreement had not been
satisfied and could not be satisfied within the six-months extension
that El Paso Electric had requested. In addition, El Paso Electric
had not cured its breaches of the agreement that earlier had been
identified to El Paso Electric in a letter from Central and South
Late that day, El Paso Electric filed suit against Central and
South West in the 205th Judicial District Court in El Paso. The
suit seeks a $25 million termination fee from Central and South
West, certain costs that Central and South West may be required to
share under certain circumstances and additional unspecified
A Central and South West spokesperson said the company filed
suit to protect its rights under the merger agreement. In addition,
the declaratory judgment would determine that Central and South West
"owes EPE nothing under the merger agreement or otherwise."
Central and South West Corporation is a public utility holding
company based in Dallas. It owns Central Power and Light Company,
Public Service Company of Oklahoma, Southwestern Electric Power
Company and West Texas Utilities Company. These four subsidiaries
provide electric utility service to 1.6 million customers in Texas,
Oklahoma, Louisiana and Arkansas.
Central and South West also owns Transok, Inc., an Oklahoma
intrastate natural gas pipeline company, and several other
/CONTACT: Media: Gerald R. Hunter, manager of external
communications, 214-777-1165, or Financial: Sharon R. Peavy,
director of investor relations, 214-777-1277, both for Central and South West
BANKRUPTCY COURT APPROVES SETTLEMENT AGREEMENT BETWEEN COLUMBIA
TRANSMISSION AND PRODUCER CREDITORS
WILMINGTON, Del.--June 16, 1995--The
Columbia Gas System, Inc., (NYSE: CG) termed today's U. S. Bankruptcy Court
approval of a settlement agreement between its principal pipeline
subsidiary, Columbia Gas Transmission Corporation, and its producer
creditors a "significant step forward" in the companies' Chapter 11
The agreement approved by the court was signed by 17 of the
largest producer creditors and a major Appalachian producer group.
Since the agreement was filed, 199 additional producers have
indicated they will support the terms of the settlement. As a
result, support for the plan now stands at about 87 percent of the
value of claims filed by producers against Columbia Transmission.
Columbia Chairman and CEO Oliver G. Richard III said he expects
other producer creditors of Columbia Transmission to support the
settlement, recognizing that it represents a balanced business
solution to an extremely complex proceeding. "I fully expect the 90
percent acceptance level that is a condition of our reorganization
plans will be obtained," Richard said.
Richard pointed out today's action by the Bankruptcy Court was
the second major positive development in Columbia's bankruptcy
proceedings in as many days, referring to the Federal Energy
Regulatory Commission's approval on Thursday of a comprehensive
settlement between Columbia Transmission and its customers and other
parties that resolved more than 100 proceedings before the FERC and
some 40 court cases.
"Both of these rulings are significant steps forward in
Columbia's bankruptcy proceedings," Richard said. "In fact, I'll
borrow the phrase FERC Chair Elizabeth Moler used yesterday in
commenting of the Commission's approval of the customer settlement:
Richard said the prompt rulings of the settlements by the FERC
and the Bankruptcy Court should facilitate Columbia's ability to
emerge from Chapter 11 prior to the end of the year.
In approving the settlement, Bankruptcy Court Judge Helen Balick
said it was "a building block" toward a consensual plan of
reorganization and was in the "best interest" of the companies and
both the settling and non-settling producers.
The settlement approved by the court establishes allowable
claims for each of the supporting producers. The amended plan of
reorganization filed by Columbia Transmission provides that
producers could receive up to 72.5 percent or more of their allowed
claims. The settlement also provides a process whereby other non-
settling producers can resolve their claims on the same basis as
Columbia Transmission's amended plan of reorganization, which
has a total distribution of $3.9 billion, provides for the payment
of approximately $1.2 billion to satisfy all producer claims.
The Columbia Gas System, Inc., is one of the nation's largest
natural gas holding companies. Subsidiary companies are engaged in
the exploration production, purchase, storage, transmission and
distribution of natural gas and other energy operations such as
cogeneration. The Parent Company and Columbia Transmission have
been operating as debtors- in-possession under the Bankruptcy Code
since July 31, 1995.
/CONTACT: W.R. McLaughlin, 302-429-5443, or H.W. Chaddock,
302-429-5261, or (financial), T.L. Hughes, 302-429-5363, or K.P.
Murphy, 302-429-5471, all of Columbia Gas/
Grand Union announces exchange details
WAYNE, N.J.--June 16, 1995--The Grand Union
Company, which emerged from bankruptcy yesterday, has announced
exchange details for its various pre-reorganization securities and
for certain securities of its parent.
The face amount of Grand Union's 11 1/4% Senior Notes, due 2000,
and its 11 3/8% Senior Notes, due 1999, plus accrued but unpaid
interest and interest on overdue interest as of June 15, 1995, will
be exchanged pursuant to its Plan of Reorganization for 12% Senior
Notes, due Sept. 1, 2004, issued pursuant to an Indenture between
Grand Union and IBJ Schroder Bank & Trust Company, as Trustee, in a
principal amount equal to approximately 113.739618% of the face
amount of the 11 1/4% Senior Notes and approximately 112.792720% of
the face amount of the 11 3/8% Senior Notes.
Grand Union's 12 1/4% Senior Subordinated Notes, due 2002, 12
1/4% Senior Subordinated Notes, Series A, due 2002, and its 13%
Senior Subordinated Notes, due 1998, will be exchanged for common
stock of the company to be issued under the Plan of Reorganization.
Based on the Plan, holders of 12 1/4% Senior Subordinated Notes and
Senior Subordinated Series A Notes shall receive approximately
17.6742 shares of new common stock per $1,000 face amount, while
holders of 13% Senior Subordinated Notes shall receive approximately
17.2873 shares of new common stock per $1,000 face amount.
The company said 15% Senior Zero Coupon Notes of Grand Union
Capital Corporation, due July 15, 2004, Series A and B, will be
exchanged for Series 1 Warrants of the company and Series 2 Warrants
of the company to be issued under the Plan. Based on the Plan,
holders will receive approximately .6997 Series 1 Warrants and
1.3994 Series 2 Warrants per $1,000 face amount. Both series of
warrants have a term of five years from June 15, 1995. Series 1
Warrants have a strike price of $30 per share of new common stock,
while Series 2 Warrants have a strike price of $42 per share of new
Holders of 16.5% Senior Subordinated Zero Coupon Notes of Grand
Union Capital Corporation, due Jan. 15, 2007, Series A and B, may
exchange the Notes for Series 1 Warrants and Series 2 Warrants of
the company. Based on the Plan, holders will receive approximately
.0805 Series 1 Warrants and .1611 Series 2 warrants per $1,000 face
Grand Union said it expects that its securities will be listed
for trading on a national exchange.
CONTACT: Grand Union Corporation, Wayne
Donald C. Vaillancourt, 201/890-6100
HOUSE OF FABRICS ANNOUNCES FIRST-QUARTER RESULTS
SHERMAN OAKS, Calif.--June 16, 1995--House
of Fabrics, Inc. (NYSE: HF) today said that, despite continued losses for the
first quarter of fiscal 1996, the company has achieved significant
progress in stabilizing operations which resulted in first-quarter
performance that exceeded the company's plan by approximately 20
"Looking closely at the figures, there is a greater sense of
what's been achieved than there is in simply looking at the bottom
line," said Gary L. Larkins, House of Fabrics president and chief
Mr. Larkins said that significant interest and restructuring
costs and the effect of lost sales from store closings negatively
impacted the company's overall performance in the quarter. "We
expect interest and restructuring costs to be reduced dramatically
once the company completes its restructuring later this year," Mr.
"Additionally, as we move forward, we expect to see more
positive results in line with management's decision to downsize the
chain and improve our marketing and merchandising strategies."
For the three months ended April 30, 1995, House of Fabrics
reported sales of $73.8 million, compared with sales of $114.7
million during the comparable period the previous year. The company
said that the decrease in sales was primarily due to the closing of
more than 250 stores since April 30, 1994. During the first quarter
ended April 30, 1995, the company said it increased inventory by
$18.3 million in order to fully restock its remaining stores.
The company reported a net loss for the first quarter of fiscal
1996 of $8.0 million, or $0.58 per share, contrasted with a net loss
of $1.5 million, or $0.11 per share, for the same period in fiscal
1995. Per share earnings for the quarter are based on 13,697,107
weighted average shares outstanding, which is the same number of
weighted average shares outstanding in the comparable period a year
The company said that reorganization costs associated with its
Chapter 11 restructuring amounted to $3.5 million for the three
months ended April 30, 1995. No reorganization costs were reported
for the period ending April 30, 1994. Despite reduced levels of
debt in the quarter ending April 30, 1995, the company said interest
expense increased significantly by $1.2 million to $3.9 million from
$2.7 million in the previous year due to an increase in its average
effective borrowing rate to 11.5 percent from 6.3 percent a year
According to House of Fabrics, earnings before interest, income
taxes, depreciation, amortization and reorganization costs (EBIDTA),
an alternative measure of operating performance generally reported
by debtors in possession, were $1.5 million for the three months
ended April 30, 1995, compared to $3.4 million for the comparable
period in 1994, which it attributed primarily to the decrease in
House of Fabrics operates 364 continuing Company-owned House of
Fabrics, Sofro Fabrics, Farbricland and Fabric King retail fabric
and craft stores in 34 states and employs approximately 8,600
people. The Company and its subsidiaries filed to restructure under
Chapter 11 on November 2, 1994.
Consolidated Statements of Operations (Unaudited)
House of Fabrics, Inc. and Subsidiaries
For the Three Months
Ended April 30, 1995 1994
Sales $73,759,000 $114,695,000
Cost of Sales 36,875,000 62,168,000
Selling 30,819,000 42,997,000
General and Administrative 4,616,000 6,152,000
Interest 3,928,000 2,688,000
Depreciation and Amortization 1,933,000 2,628,000
Total Expenses $78,171,000 $116,633,000
Loss Before Income
Taxes (Benefit) and
Reorganization Costs (4,412,000) (1,938,000)
Reorganization Costs 3,522,000
Loss Before Income
Taxes (Benefit) (7,934,000) (1,938,000)
Income Taxes (Benefit) 50,000 (468,000)
Net Loss $(7,984,000) (1,470,000)
Loss Per Share (0.58) (0.11)
Weighted Average Number of
Shares Outstanding 13,697,107 13,697,107
/CONTACT: Sandra Sternberg or Paulette Rapp of Sitrick And Company,
NEW ERA TRUSTEE FILES STATEMENT OF FINANCIAL AFFAIRS AND BANKRUPTCY
SCHEDULES; FILING REFLECTS REVISED NUMBERS BASED ON 'NET'
PHILADELPHIA, Pa.--June 16, 1995--John T. Carroll, III,
Interim Trustee for the Bankruptcy Estate of the HREF="chap11.newera.html">Foundation for New
Era Philanthropy, today filed the Statement of Financial Affairs and
Bankruptcy Schedules for the estate with the U.S. Bankruptcy Court.
The filing is a result of the ongoing investigation of to determine
the Foundation's actual assets and liabilities, and determine the
extent of the creditor claims. The Trustee and the forensic
accounting firm of Miller, Tate and Co. are conducting the
investigation with the assistance of Ciardi, Maschmeyer & Karalis.
"In this filing we have attempted to reflect the true state of
New Era's affairs by calculating the claims using a net cash basis
in order to determine each creditor's actual loss," said Carroll.
According to Carroll, the utilization of a net cash basis is an
effort to create a level playing field among the creditors by
eliminating the distortion created by rollover transaction, and
claims seeking a doubling of funds under the "New Concept" program
run by New Era. As a result of this analysis, some creditors from
the original bankruptcy filing may only have a non-pecuniary claim
for promised matching funds under the "New Concept" program, but no
claim for a net loss.
Carroll explained that, in addition to New Era's records, the
accountants derived the numbers used in the schedules from a
combination of sources. To gather the information, on May 31, 1995
Carroll sent a letter to the more than 300 listed creditors seeking
their cooperation in providing several documents, including records
of canceled checks, wire transfer confirmations, and any
correspondence or memos between New Era and the creditor.
"This information is allowing us to compare the numbers and
documents supplied by the creditors with what New Era's records
indicated," Carroll said. "This data is critical in assisting us to
determine the actual claims and identify creditors," he added. A
second letter was sent on June 8, 1995, providing a "Proof of Claim"
form for each creditor to file with the bankruptcy court in an
effort to further assist in determining the extent and nature of
claims being asserted by creditors.
"In order to assist in the prompt administration of this estate
and to help establish the accuracy of claims, it is crucial that
creditors send us their documentation and file their proofs of claim
as soon as possible," Carroll said. He noted that although the
deadline for filing claims does not expire until September 25, 1995,
it would expedite the administration of the case if proofs of claim
were filed prior to the first meeting of creditors scheduled for
June 26, 1995.
Copies of the statement of Financial Affairs and Bankruptcy
Schedules are available upon payment of a nominal photocopying fee
from COPY AMERICA, 27 Roland Ave., Mt. Laurel, NJ 08054, Attn: John
Miner, or call 215-625-2845, fax 609-234-2849.
/CONTACT: Susan Gurevitz of Susan Gurevitz PR, 610-668-4335, or
home, 610-664-3626; or Kina Simeone, 610-254-9578, both for John T.
Carroll, III, Interim Trustee for the Foundation for New Era
PRESIDIO ANNOUNCES THAT INTEREST WILL NOT BE PAID ON ITS SENIOR SECURED NOTES
AND THE CONTINUATION OF DISCUSSIONS ON RECAPITALIZATION
DENVER, Co--June 16, 1995-- Presidio Oil Company
(ASE:PRS/A) today announced that it did not pay $2.2 million of
interest due on June 15, 1995 in respect of the Company's 11.5% Senior
Secured Notes Due 2000 (the "11.5% Notes").
The indenture (the "Indenture") relating to the 11.5% Notes provides a
thirty-day grace period, ending July 14, 1995, during which period the
failure to make such interest payment does not cause an event of
default thereunder. However, the Company does not currently anticipate
that it will make this interest payment on or before July 14, 1995;
and, in such event, an event of default under the Indenture would
occur on such date.
The Company also noted that, as previously announced, it did not pay
$3.3 million of interest on its 13.25% Senior Gas Indexed Notes Due
2002 (the "13.25% Notes") on June 15, 1995 which is the expiration
date of a thirty day grace period relating to the non-payment of the
interest due on the 13.25% Notes. As a result, an event of default
under the indenture relating to the 13.25% Notes occurred on June 15,
The Company further stated that discussions are continuing with a
number of the holders of the 11.5% Notes, as well as with holders of
the Company's 13.25% Notes and its 9% Convertible Subordinated
Debentures Due 2015 (the "9% Debentures"), with respect to a
restructuring of the 11.5% Notes, the 13.25% Notes and the 9%
Debentures. The restructuring is intended to eliminate the Company's
cash flow deficit and thereby improve its financial condition. No
assurance, however, can be given that the Company will be able to
successfully conclude any of the restructuring arrangements being
Presidio Oil Company is an independent oil and gas company engaged in
onshore oil and gas exploration, development and production in the
continental United States. Presidio's common shares are traded on the
American Stock Exchange.
CONTACT: Presidio Oil Company | 212/593-2244