TRITON GROUP LTD. ANNOUNCES FISCAL 1995 RESULTS
SAN DIEGO, CA,--June 29, 1995--Triton
Group Ltd. (AMEX: TGL) today reported a net loss of $24.2 million, $1.21 per share,
for the year ended March 31, 1995. The fiscal 1995 loss included a loss
from continuing operations of $11.7 million, or $.58 per share,
which included Triton's share of the losses of 25.5% owned The
Actava Group Inc. (NYSE: ACT) of approximately $7.1 million.
Additionally, Triton reported a loss from discontinued operations of
$12.5 million, $.63 per share, primarily the loss on the sale of
National Airmotive Corporation sold by Triton on June 2, 1995.
Revenues for fiscal 1995 were $27.3 million compared to $34.5
million for the same period in the prior year. The Company's fiscal
1995 revenues consisted only of 100% owned Western Metal Lath as a
result of Triton's sale of Ridgewood Properties, Inc. in August 1994
and National Airmotive, combined with the deconsolidation of Mission
West Properties (AMEX: MSW) resulting from a decline in Triton's
ownership in Mission West to 49.4% in February 1995. The prior year
included $8 million of revenues attributable to Mission West.
In the prior year, Triton's reported results consisted of only
nine months due to the Company's emergence from bankruptcy in June
1993. For the nine months ended March 31, 1994, Triton reported a
net loss of $15.2 million, or $.76 per share, which included income
from discontinued operations of $2 million.
For the quarter ended March 31, 1995, Triton reported a net loss
of $16.3 million, or $.82 per share, on revenues of $7.2 million,
which consisted primarily of the loss on the sale of National
Airmotive. The loss from continuing operations in the current
quarter was $1.4 million, or $.07 per share. In the prior year, the
Company reported a net loss of $12.4 million, or $.62 per share, on
revenues of $9.8 million. The prior year included $7.5 million of
equity losses from Actava.
Triton owns 25.5% of Actava, 49.4% of Mission West and 100% of
Western Metal Lath, a privately owned building products company in
TRITON GROUP LTD.
CONSOLIDATED OPERATING HIGHLIGHTS
(in thousands except per-share amounts)
Three Months Year Months Months
Ended March 31, Ended Ended Ended
March 31, March 31, June 25,
1995 1994 1995 1994 1993..
REVENUES $7,202 $9,828 $27,282 $27,251 $7,621
Costs and expenses:
Cost of sales 6,170 7,329 23,150 22,132 5,801
administrative 2,399 3,825 7,273 7,206 2,116
8,569 11,154 30,423 29,338 7,917
OPERATING LOSS (1,367) (1,326) (3,141) (2,087) (296)
Interest expense (822) (1,673) (3,227) (4,943) (1,921)
Equity in losses (765) (7,488) (6,929) (8,956) (1,911)
(expense) 45 (2,258) 56 (1,566) 544
costs --- --- --- --- (10,736)
LOSS BEFORE INCOME
TAXES AND MINORITY
INTEREST (2,909) (12,745) (13,241) (17,552) (14,320)
Income tax benefit 1,519 236 1,512 668 80
Minority interest --- (573) --- (294) 89
OPERATIONS (1,390) (13,082) (11,729) (17,178) (14,151)
operations (14,894) 677 (12,538) 2,018 (1,010)
ITEM (16,284) (12,405) (24,267) (15,160) (15,161)
Extraordinary items --- --- --- --- 177,903
(LOSS) ($16,284) ($12,405) ($24,267) ($15,160) $162,742
operation ($0.07) ($0.65) ($0.58) ($0.86) ---
operations (0.75) 0.03 (0.63) 0.10 ---
Net loss ($0.82) ($0.62) ($1.21) ($0.76) N/A
.. Reflects results of Predecessor Company, Intermark Inc. Triton
emerged from Chapter 11 on June 25, 1993.
/CONTACT: Michael M. Earley, President, or Mark G. Foletta, Senior
Vice President and Chief Financial Officer, of Triton Group Ltd.,
LAWSUIT ASKS RECEIVERSHIP FOR DEL MONTE
MIAMI, Florida--June 30, 1995-- In a lawsuit that cites
activities ranging from racketeering to embezzlement to
flight-from-justice to conspiracy, and even linkages to the BCCI
scandal, a Florida court has been asked to place the long-respected
Del Monte agribusiness name into receivership.
The suit seeks to prevent "a scheme to denude" the company of its
assets and to recover the value of previous "fraudulent transfers."
The plaintiffs are creditors of Del Monte Fresh Produce Co., under
Florida law, by virtue of pending claims against the company.
The lawsuit, filed in State Court located in Dade County, names as
defendants several Del Monte corporations and officials, including the
former CEO of Del Monte - himself an international fugitive from
Mexico. Carlos Cabal Peniche is charged by the Mexican government with
embezzling some $700 million from two banks he had controlled. Cabal
has been reported by the media as having had connections with
principals of the BCCI as well as brushes with the law involving
illicit drugs. He is believed to be hiding somewhere in Europe.
Plaintiffs seek return of $350 million in assets removed from the
company by Cabal and others.
According to the Florida suit, the defendants profited from a "scheme
to denude the assets" of Del Monte Fresh Produce and attempted "to
funnel money to various defendants and their affiliated entities."
Acting through shell companies to conceal their activities, the court
papers say the defendants "created new entities and used existing
legitimate entities for illicit purposes, including the payment of
substantial funds to themselves through various insider transactions
and transferring assets..."
The court documents further state that the monies from the Mexican
banks which Cabal is accused of embezzling involved "insider loans"
among various Cabal-owned subsidiaries and shell corporations which
were hidden from regulators through illegal accounting methods.
In addition, according to the complaint, Cabal formed a holding
company known as Fresh Del Monte Produce which issued some $300
million of Series A notes which was used in connection with his
purchase of the Del Monte company and eliminated the outstanding
balances of the organization which he had used to make the purchase as
well as the bridge financing facility to the Cabal-controlled banks.
The Cabal investigation by the Mexican authorities evolved from a U.S.
probe of Khalid bin Mahfouz in connection with the Saudi Royal
banker's involvement with the Bank of Credit & Commerce International
(BCCI). The collapse of BCCI, of which Mahfouz was a Director,
resulted in world-wide losses of more than $12 billion.
CONTACT: Douglas G. Hearle & Co. | 212/972-1836
TWA moves to implement financial restructuring through
prepackaged plan; company files restructuring agreement as
prepackaged plan of reorganization to speed implementation
ST. LOUIS, MO--June 30, 1995--Trans World
Airlines Inc. (AMEX:TWA) announced today that it filed a prepackaged plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code with the
bankruptcy court in St. Louis.
The company had announced on June 28th that its prepackaged plan
had been accepted by creditors entitled to vote on the plan.
When confirmed by the Court, the plan will decrease TWA's
outstanding debt by approximately $500 million and significantly
reduce the company's interest expense.
"The strong support our plan has received from our creditors is
a significant victory for the company," said Jeffrey H. Erickson,
CEO of TWA. "This is a good day for TWA - the restructuring
significantly improves our financial strength, and combined with the
solid improvement we have already made in operating efficiency, it
gives us the financial flexibility we need to invest in our future.
As a truly low-cost, full-service carrier, we can now aggressively
pursue our strategy of becoming the airline of choice for the value-
conscious business traveler and the price-conscious leisure
TWA said that normal operations would continue throughout the
court-assisted restructuring. The company also said that its Trans
World Express (TWE) subsidiary was not affected by the court
Under the plan of reorganization filed with the court today,
TWA's trade creditors will not be impaired by the proceeding.
Terms of TWA's financial restructuring plan were detailed in the
company's Form S-4 Registration Statement declared effective by the
Securities and Exchange Commission on May 12, 1995 and provided to
creditors affected by the plan as part of the company's solicitation
of acceptances. The plan includes the following elements:
o A debt-for-equity swap where certain of TWA's outstanding
debt would be exchanged for combinations of new debt and
o A recapitalization of outstanding preferred stock into common
stock and a reverse stock split of existing common shares;
o Extension of loan facilities from Karabu Corp. (a Delaware
Corporation controlled by Carl Icahn);
o An equity rights offering;
o Distribution of warrants to current equity holders;
o Changes to labor agreements; and
o Amendments to the company's Certificate of Incorporation.
CONTACT: Robinson Lake Sawyer Miller, New York
Robert Mead, 212/484-6701
Moody's Views Orange County's Proposed Extension of Notes
as a Default
NEW YORK, NY--June 30, 1995--Orange
County's plan to extend the maturities on some of its notes due this summer
received bankruptcy court approval on Tuesday, June 27. Noteholders will
vote by July 7 on whether to accept the proposed extension.
It appears that the county's perspective is to seek the
extension because it does not have the resources to fully repay the
noteholders at this time. Thus, the rollover, which would affirm
the county's obligation on the notes, is an effort at accommodating
the municipal market to maintain access for the county. It is
important to note that the county, because it is in bankruptcy, is
under no obligation to make payment on the notes by the stated due
From Moody's perspective, the county's affirmation of its
obligations should be unconditional and outside the terms of an
extension agreement. An extension agreement should be intended to
compensate creditors for their consideration.
If the county had offered noteholders a voluntary workout plan
that adequately compensated those who accepted an extension and
offered others payment from available cash, it could have
represented a realistic contingency in the attempt to gain order
during a difficult period in the county's bankruptcy.
Instead, as discussed below, the county is agreeing that payment
on the notes is not limited to revenues from fiscal year 1994-95, in
contrast to the state constitution's debt limitation provisions.
But the county offers no significant compensation to noteholders for
extending the maturity and the county's wavier may still be subject
to challenge. The county, in effect, is attempting to pressure
noteholders to accept extension through the threat of nonpayment.
In addition, the county has not identified any potential revenue
streams to repay the debt next year. The half cent sales tax vote
failed on Tuesday, and expected increased revenues at its landfill
through imported garbage are unlikely. These revenue streams would
have supported debt that could have financed a means by which to pay
noteholders next year. Now the prospects for an economically
sufficient plan remain dismal for the coming year.
The following is a review of the evolution of the extension
agreement, its terms and its shortcomings. The Dilemma
The county has $800 million in short-term notes due in July and
August that would be affected by the rollover, comprised of $600
million Taxable Notes due July 10; $169 million Tax and Revenue
Anticipation Notes, Series A, due July 19; and $31 million Tax and
Revenue Anticipation Notes, Series B, due August 10. The Taxable
Notes were issued to provide arbitrage earnings to the county as a
source of operating revenues; the Tax and Revenue Anticipation Notes
were issued to finance the county's cash flow requirements for the
1994-95 fiscal year. The county has other notes not affected by the
agreement which it expects to repay from various sources. Teeter
Notes, due June 30, are expected to be repaid with the proceeds of
Teeter Bonds sold this week; Pooled TRANs are expected to be repaid
with the money school districts have set aside.
The county's dilemma from the pool's losses was two fold: the
investment income it expected for operations has not been realized,
and the money set aside to repay some of the notes was reduced by
the investment losses. In sum, the county does not have the
resources to meet its financial obligations at this time, including
the payment obligation on the notes.
With the filing of the bankruptcy and loss of investment income,
the county elected to not make set asides as promised when it sold
the Series A&B TRANs. This action was contested by the noteholders,
but was upheld by the bankruptcy court. Thus, while funds would
have normally been set aside for TRAN repayment throughout the
fiscal year as revenues were collected, no post-petition set asides
were made by the county. Only $29 million in pre-petition set
The Taxable Notes were issued by the county to provide money to
generate investment income. The proceeds of the Taxable Notes were
invested in the Orange County Investment Pool, and were thus
decimated by the pool's losses. The investments made with the
proceeds of the Taxable Notes, which were specifically intended for
note repayment, were valued at $429 million when the pool was
liquidated in late December, well below the $600 million principal
After protracted negotiations, the county's final proposal seeks
noteholder approval of the following:
The interest payments would be an administrative expense of the
bankruptcy, which would provide them with a higher priority to some
other creditors. However, any payments yet to be made remain
subject to a later attack or renegotiation under the bankruptcy
In addition to the terms of the extension, the agreement and
related documents addressed several legal issues. Key among these
issues is the treatment of the extended short-term notes under
California's debt limitation laws.
The County's Waiver of Right to Assert Constitutional Debt
Limitations May Still Be Subject to Challenge
California law limits a local government's ability to incur
obligations in one fiscal year that would be satisfied from income
and revenues derived in future fiscal years. With certain
exceptions, expenditures in any given fiscal year cannot exceed the
resources available in that fiscal year to pay them. The issuance
of short-term notes does not fall within that debt limitation
because the revenues available during the fiscal year are expected
to be sufficient to repay the notes.
The county has posited that its lack of resources for fiscal
1995 resulting from the investment losses may be interpreted as a
loss of security for the notes issued during the year. The county
has suggested that, given that the revenues for 1995 may be less
than the potential expenditures - operating costs and repayment of
TRANs - the county would be violating the debt limitations to carry
over any liabilities into subsequent fiscal years.
As part of the stipulation, the county "agrees that each of the
issues of the note debt . . . shall constitute a valid, fully
liquidated and non-contingent, undisputed and enforceable claim
against the county." It goes on to state that the County waives and
releases all defenses and objections to any of the debt under the
Bankruptcy Code or related to the application or operation of the
state debt limitation provisions.
Basically, the county is saying to noteholders, "If you agree to
extend for a year, we will agree that you have a valid claim not
subject to the debt limitation." However, while the bankruptcy
court has approved the county's waiver of these rights, another
interested person, such as a taxpayer, could seek to invalidate the
obligation as a violation of the constitutional debt limitation.
County Maintains Right to Repudiate the Taxable Notes More
troubling than the coercive nature of the extension agreement and
the potential for third party objection is the county's insistence
on retaining the right to seek to invalidate some of the obligations
it is presently asking holders to extend. Specifically, the
agreement would enable the county to retain the right to contend
that the Taxable Notes did not constitute a valid and enforceable
obligation of the county at the time of issuance. We find the
county's attempted retention of this right in the context of an
extension agreement to be unacceptable. Such action would set a
dangerous precedent that would affect all California municipal
Noteholders are faced with the following, limited choices:
accept the county's proposal, and have the county acknowledge some,
but not all, of its obligations; or reject the county's proposal
with the likelihood of default and litigation. Even with approval
of the agreement by noteholders, given the county's lack of
resources and retention of rights to repudiate the Taxable Notes,
litigation may ensue.
The county could have demonstrated a good faith effort toward
noteholders by releasing the accumulated reserves toward repayment
of the notes. Instead, the county has chosen to retain the note
reserve possibly to use the money for other county purposes or to
reallocate among creditors. The extension merely offers noteholders
what they already had, a pledge of the county to repay the
obligations when due. The extension, as proposed, would be, in
effect, a default on these obligations.
CONTACT: Mary Francoeur, Assistant Vice President
(212) 553-7240 or
Karen S. Krop, Assistant Vice President
(212) 553-4860 or
Barbara J. Flickinger, Vice President and Assistant Director
Manager, Far West Regional Ratings (212) 553-7736 or
Katherine McManus, Vice President and Assistant Director
Manager, Legal Analysis Group (212) 553-4036
Confirmation hearing date set on TWA's prepackaged plan; TWA
receives court permission to pay trade creditors in ordinary couse
ST. LOUIS, MO--June 30, 1995--Trans World
Airlines Inc. (AMEX:TWA) announced today that the confirmation hearing for
its prepackaged plan of reorganization was set for Aug. 2, 1995.
Should the Court confirm the plan of reorganization on that
date, TWA expects to complete its restructuring and emerge from
Chapter 11 no later than Aug. 31, 1995. TWA announced earlier today
that it had filed the plan under Chapter 11 of the U.S. Bankruptcy
Code in bankruptcy court in St. Louis. The presiding judge is Barry
TWA also said that the Court has given the company permission to
pay both the pre- and post-petition debt of its trade creditors in
the ordinary course of business.
CONTACT: Robert Mead
CENTEX RAISES ITS BID FOR VISTA PROPERTIES
DALLAS, TX--June 30, 1995-- Centex Corporation (NYSE: CTX)
announced today that it has offered to amend its Securities Purchase
Agreement with Vista Properties, Inc. (OTC:
VTPY-A), to provide aggregate consideration of $94.5 million for Vista's
noteholders and stockholders. Centex agreed to increase the consideration by $1
million to $95.5 million if Vista initiates its prepackaged
bankruptcy proceedings on or before Aug. 18, 1995. Centex indicated
that it believes it is important to provide incentives to Vista to
accelerate the solicitation of securities holders and the initiation
of the bankruptcy proceeding in view of Vista's continuing
restructuring and operating costs. Under the terms of the proposed
revised agreement, the Centex consideration will no longer be
reduced by certain expense allocations to Vista's securities
The purchase price provided in Centex's amended agreement
exceeds the Qualified Overbid of $92.45 million offered earlier this
week by Lennar Corporation. Centex retains its continuing right to
increase its consideration in response to any other Qualified
Overbids for Vista.
Centex said that it is committed to consummation of the
acquisition which it undertook in December 1994 when Centex executed
the initial Securities Purchase Agreement as part of Vista's
restructuring plan. The transaction should close during late
September or October 1995, subject to certain approvals by Vista's
securities holders and the bankruptcy court. The Centex offer is
subject to the review and execution of a revised amended agreement.
Centex currently owns 4 percent of Vista's common stock.
Centex Corporation, through its subsidiaries, is the nation's
largest builder of single-family detached homes, a leading retail
mortgage originator and general building contractor, and has a 49
percent equity interest in a construction products company.
/CONTACT: David W. Quinn, executive vice president and chief
financial officer, or Sheila E. Gallagher, vice president-corporate
communications, both of Centex Corporation, 214-559-6500/
BONNEVILLE PACIFIC CORP. ANNOUNCES SETTLEMENT
SALT LAKE CITY,Utah--June 30, 1995--
Bonneville Pacific Corporation, through its Chapter 11 Bankruptcy Trustee
(Roger G. Segal), announces today that settlements have been reached with two
(2) of the numerous defendants in the civil action entitled Roger G.
Segal, Trustee v. Portland General, et al, now pending in the United
States District Court for the District of Utah, Case No. 92-C-364J.
The settlements with Parsons Behle & Latimer and David P.
Hirschi provide for payment to Bonneville Pacific Corporation of the
total sum of Six Million Nine Hundred and Sixty Five Thousand
The settlements are conditioned upon approval by the Untied
States Bankruptcy Court and the entry of an appropriate dismissal
order by the United States District Court.
/CONTACT: Vera Hopkinson, 801-532-2666/
COURT GRANTS ORDER FOR RELIEF FOR WAREHOUSE AUTO CENTERS
ROCHESTER, N.Y.,--June 30 , 1995--
Warehouse Auto Centers, Inc. (OTC Bulletin Board: WHAC), announced today that
subsequent to an involuntary petition for relief under Chapter 11 of the
Bankruptcy Code being filed on June 6, 1995, the Bankruptcy Court
formally ordered such relief be granted on June 29, 1995.
The Company currently operates one warehouse style auto parts
superstore in Rochester, New York.
CONTACT: Gene O'Donovan of Warehouse Auto Centers, Inc.,
EPE COMMON STOCK NOW TRADED ON NASD'S OTC BULLETIN BOARD
EL PASO, Texas,--June 30, 1995--El Paso
Electric (EPE) announced today that, effective immediately, the company's common
stock will trade through the National Association of Securities
Dealers, Inc. (NASD) automated quotation system on the OTC Bulletin
Board under the unchanged symbol of "ELPAQ".
Pricing information on EPE common stock is available through
brokers, although the information will not be published in the
financial section of newspapers. Individuals also can call EPE's
toll-free phone numbers (1-800-351-1621 or 1-800-592-1634) to learn
the high/low/closing price and trade volume of EPE common stock on
the previous business day.
EPE's listing on the OTC Bulletin Board was necessitated by
Nasdaq's notification to the company on June 21, 1995, that EPE's
common stock would no longer be traded on the Nasdaq National Market
System. The company is reviewing Nasdaq's initial decision and has
appealed the decision of the Listing Qualifications Committee to the
Board of Governors of Nasdaq.
EPE filed a voluntary petition under Chapter 11 of the United
States Bankruptcy Code on Jan. 8, 1992. El Paso Electric is an
electric utility serving approximately 270,000 customers in El Paso,
Texas, and an area of the Rio Grande Valley in West Texas and
Southern New Mexico, and to wholesale customers located in such
diverse locations as Southern California and Mexico.
CONTACT: National and regional media: Alan Lee Bunnell, corporate
spokesperson, 915-543-5823; local media: Henry Quintana Jr.,
supervisor of Corporate Communications, 915-543-5824;
financial analysts: John Droubay, treasurer, 915-543-5710; stockbrokers and
shareholders: Office of the Secretary, 1-800-592-1634 or 1-800-351-1621;
all of El Paso Electric/