ALLIANCE CAPITAL PURCHASES ORANGE COUNTY
SECURITIES FROM TWO MONEY MARKET FUNDS
NEW YORK, NY--July 18, 1995--Alliance Capital
Management L.P. (NYSE: AC) announced that it is purchasing
approximately $21 million of Orange County,
California, Series A Tax and Revenue Anticipation Notes ( Notes ) from two Alliance
tax-free money market funds.
The money market funds that hold the Notes are the $1.2 billion
Alliance Municipal Trust - General Portfolio and the $47.1 million
ACM Institutional Reserves - Tax Free Portfolio. As of June 30,
1995, Alliance Municipal Trust - General Portfolio held
approximately $20.8 million and ACM Institutional Reserves - Tax
Free Portfolio held $500,000 of the Notes.
Orange County filed for bankruptcy protection in December 1994.
At that time, Alliance protected the $1.00 per share net asset value
of the two money market funds by arranging for the issuance to each
fund of a letter of credit from an unaffiliated bank which assured
the payment in full on July 19, 1995 of principal and interest due
to the funds under the Notes to the extent Orange County defaulted
on the payments.
The Orange County bankruptcy court has authorized an extension
of the principal payment date until June 30, 1996. Certain of the
county's creditors, including the two Alliance funds, will receive
extension obligations maturing on June 30, 1996. As the result of
Alliance's purchase of the Notes from the two funds, Alliance will
hold the extension obligations.
"In view of the continuing uncertainty regarding Orange County's
performance of its financial obligations, Alliance believes that
under these circumstances it is in the best interest of our two
funds and their shareholders to remove the Orange County securities
from their portfolios," said Alliance's President and Chief
Operating Officer, John D. Carifa. Mr. Carifa also stated that this
transaction is not expected to have any effect on Alliance's
business activities and will not have a material impact on its
financial condition or results of operations.
Alliance Capital Management L.P. is a leading international
investment adviser with approximately $136 billion in assets under
management, as of June 30, 1995. Alliance provides investment
management services to institutions and individual investors through
a broad line of investment services that include mutual funds and
cash management products.
CONTACT: Linda Finnerty,
SPECTRUM INFORMATION TECHNOLOGIES FILES 10-K FOR THE YEAR ENDED
MARCH 31, 1995
PURCHASE, N.Y.--July 18, 1995--Spectrum
Information Technologies, Inc. announced today that it has filed a Form 10-K
with the Securities and Exchange Commission for the fiscal year
ended March 31, 1995.
Spectrum noted that during the period covered by the 10-K, the
Company closed its Computer Bay subsidiary, which represented
approximately 90 percent of the Company's revenues on a consolidated
basis, and subsequently filed voluntary chapter 11 petitions for
itself and three of its four operating subsidiaries. (Computer
Bay's case has since been converted to chapter 7 and is being
handled by a court appointed trustee.) Spectrum noted that in
addition to the uncertainties relating to its pending chapter 11
case, the Company is also a defendant in various litigations whose
ultimate cost are unknown. Accordingly, the earnings table
summarizing the Company's financial statements as of March 31, 1995,
does not provide a complete picture of its current financial
condition or outlook. Copies of the 10-K are available at the SEC.
In its 10-K, Spectrum reports a loss from continuing operations
of $9.8 million on revenues of $11.6 million in the 1995 fiscal
year, as compared with a loss from continuing operations of $18
million on revenues of $6.4 million in the 1994 fiscal year.
Spectrum's net loss for fiscal 1995 was $14.3 million, or $0.19 per
share, compared with a net loss of $25.5 million or $0.36 per share
during fiscal 1994.
The Company also reported that it is continuing to focus on its
direct-connect products, with emphasis on enhancing the ease with
which mobile users can transmit data over cellular networks. "It is
essential that we implement this plan and improve upon the current
revenues associated with our core business," said Spectrum's Chief
Executive Officer, Donald J. Amoruso.
Separately, Spectrum said it has received a non-binding offer
from a corporation interested in acquiring the capital stock of
Spectrum Global Services, its contract engineering subsidiary. The
Company also announced that the two most senior executives from
Spectrum Global, and a vice president from Spectrum, may become
affiliated with this corporation and any such sale would be
contingent upon not only negotiation of a binding contract, but also
solicitation of competitive bids and bankruptcy court approval.
Based in Purchase, New York, Spectrum Information Technologies
develops and licenses direct-connect technology related to the
wireless transmission of data. In January, the Company filed a
voluntary chapter 11 petition in the U.S Bankruptcy Court for the
Eastern District of New York and is in the process of reorganizing
/CONTACT: Michael Freitag, Media, of Kekst and Company, Inc.,
212-593-2655; or Investors, Spectrum Information Technologies, Inc.
Investor Relations, 914-251-1800/
SOLO SERVE CORPORATION ANNOUNCES REVERSE STOCK SPLIT, NEW TRADING
SYMBOL, ISSUANCE OF PREFERRED STOCK
SAN ANTONIO, Texas--July 18, 1995--Solo Serve
Corporation (Nasdaq-NNM: SOLOQ) announced that today its Plan of
Reorganization, as amended (the "Plan"), became effective pursuant
to the confirmation order issued July 6, 1995 by the United States
Bankruptcy Court, Western District of Texas, San Antonio Division.
Pursuant to the Plan, the company's Common Stock, par value $.01
per share, is subject to a two-for-one reverse split effective at
6:00 p.m., Eastern Daylight Time, and all fractional shares will be
cancelled. The company's common stock will begin trading on
Wednesday, July 19, 1995 under a new symbol, SOLQD, and the CUSIP
number applicable to the company's Common Stock after the two-for-
one split will be 834263 20 4.
"Within the next 10 days, we expect to send letters of
transmittal to stockholders who hold stock certificates at the close
of business on July 18, 1995," said Timothy L. Grady, chief
operating officer. Grady explained that those persons will be
requested to exchange their old stock certificates for new stock
certificates representing shares of Common Stock after the reverse
split. Grady also said that stockholders who hold shares in a
brokerage account would experience the two-for-one reverse split as
a reduction in the number of shares of company Common Stock held in
their accounts, but would receive no letter of transmittal from the
Under the terms of the Plan, the company today also issued
1,388,889 shares of Preferred Stock to General Atlantic Corporation
in consideration of an aggregate purchase price of $2,500,000. The
Preferred Stock is convertible into an equal number of shares of
Common stock of the company, and is not subject to reduction by the
two-for-one reverse split effected in connection with the Plan.
Solo Serve Corporation operates a chain of off-priced retail
stores offering a wide selection of name brand and other merchandise
at prices substantially below traditional department and specialty
stores. The company currently has 29 Solo Serve Stores in Texas,
Louisiana, and Alabama.
/CONTACT: Timothy L. Grady of Solo Serve Corporation, 210-662-6262/
BANKRUPTCY COURT APPROVES COLUMBIA TRANSMISSION'S CHAPTER 11
WILMINGTON, Del.--July 18, 1995--The Bankruptcy Court
for the District of Delaware today approved the adequacy of the
amended Chapter 11 disclosure statement of Columbia Gas Transmission
Corp., principal pipeline subsidiary of The
Columbia Gas System, Inc. (NYSE: CG).
At today's hearing, objections filed against the Parent
Company's amended disclosure statement were withdrawn, but the Court
delayed ruling on the statement's adequacy until July 27 when terms
of recent settlements, including securities laws litigation, are
finalized and incorporated in the disclosure statement.
Filed objections to Columbia Transmission's disclosure statement
were either withdrawn by the parties or disallowed by the court.
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, 1991.
/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/
Baldwin Builders and Baldwin Building Contractors to reorganize under Chapter 11;
companies obtain dip financing
NEWPORT BEACH, Calif.--July 18, 1995--
Baldwin Builders and Baldwin Building Contractors, L.P., Tuesday announced
they have filed petitions for voluntary reorganization under Chapter
11 to allow the companies time to implement a permanent capital
Simultaneous with the filing, they announced that Foothill
Capital Corp. had agreed to provide up to $20 million in debtor-in-
possession (DIP) financing. Upon court approval, the funds may be
used for ongoing working capital needs during reorganization. Jim
and Al Baldwin, chairman and president respectively, said "the
companies' daily operations will continue as usual, and we expect to
pay checks on a current basis."
The filing for court protection was precipitated when General
Electric Capital Corp. (GECC), with which the companies had a $60
million line of credit, abruptly deprived the companies of operating
funds and made demands that would have severely impacted the future
financial health of the companies, according to the court filing.
The documents were filed in U.S. Bankruptcy Court, 221 E.
Carrillo, Santa Barbara, Calif. This Bankruptcy District includes
Ventura County, where the companies have significant land holdings.
According to court documents, the companies believe the actions
taken by GECC were improper and intend to pursue lender liability
and other claims against GEEC.
The companies were current on all payments and were not in
default under the terms of the agreement with GECC. However,
without notice, GECC declared certain property as ineligible
collateral. GECC had previously swept approximately $13 million of
proceeds from sales of property not pledged to GECC from the
companies' deposit accounts. GECC then notified the companies that
it was terminating its line of credit and swept an additional $2.6
million from the companies' bank accounts.
GECC also demanded that the companies suspend payments to other
lenders, including payments on publicly held bonds of $155 million,
court documents say.
"All efforts to resolve disputes with GECC before a Chapter 11
filing was required were unsuccessful. These actions against the
Baldwin Companies deprived us of necessary operating funds, so the
board determined that it had no alternative but to file the Chapter
11 proceedings to give us time to restructure the companies and
continue our homebuilding operations in an orderly fashion," Jim and
Al Baldwin said.
Although federal law generally prohibits the companies from
paying for goods and services contracted before the beginning of the
filing, the companies have requested that the court approve certain
payments to subcontractors for work performed before the filing.
Goods and services received after the filing will be paid in the
ordinary course of business.
Meanwhile, the Baldwin Company Tuesday announced that revenues
from sale of homes for the three months ended June 30, 1995, were
$20.8 million, down from $35 million for the same period in 1994,
according to preliminary unaudited sales data for the period.
The company also reported $24.7 million in land sales for the
second quarter of 1995. There were no revenues from the sale of
land for the three months ended June 30, 1994. Total second quarter
revenue was $46.1 million compared to $35.9 million for the same
period a year ago.
Revenues from the sale of homes for the first six months in 1995
were $46.8 million, compared with $62.8 million for the same period
a year ago.
Revenues from the sale of land in the first six months of 1995
were $27.6 million. There were no revenues from land sales during
the same period in 1994.
The company closed the sale of 108 and 219 homes during the
three and six months ended June 30, 1995, respectively, compared
with 140 and 246 homes in the same periods in 1994. The average
sales price of homes closed was approximately $192,000 in the three
months ended June 30, 1995, compared to $250,000 in the same period
of 1994. This decrease is due primarily to an increase in the
number of entry-level homes during the three months ended June 30,
The company reported a backlog of $38.8 million (representing
154 units) at June 30, 1995, compared to $42.8 million (representing
199 units) at June 30, 1994. Backlog represents homes for which
buyers have signed purchase contracts and are awaiting close of
escrow. The average sales price of homes in backlog was
approximately $252,000 in the three months ended June 30, 1995,
compared to $215,000 in the same period a year ago. The increase in
the average sales price of homes in the backlog reflects a decrease
in the number of entry-level homes in the backlog.
The total value of new sales contracts - representing deposits
by prospective homebuyers on homes - also decreased in the second
quarter of 1995. This quarter, it was $21.1 million (representing
105 units) compared to $26.8 million (representing 112 units) during
the comparable period in the prior year. For the six months ended
June 30, 1995, the total value of new sales contracts, net of
cancellations, was $45.7 million (representing 203 units), compared
to $64.8 million (representing 279 units) during the same period
The Baldwin Company was founded in 1956 and has built more than
15,000 homes in Southern California over the past 39 years and has
significant homebuilding operations in Orange, San Diego and Ventura
CONTACT: The Baldwin Company, Newport Beach
Al Baldwin, 714/640-0540
TELXON ACQUIRES VIRTUAL VISION
AKRON, Ohio--July 19, 1995--Telxon Corporation (Nasdaq-
NNM: TLXN), a world leader in portable tele-transaction systems and
wireless data communications, announced today it has purchased
Virtual Vision, Inc. of Redmond, Washington,
a major developer of digital head mounted systems (DHMS) technology.
Telxon Executive Vice President of Corporate Development, David
Swank said, "The purchase of Virtual Vision provides another tool in
our strategic product portfolio, providing a basis for Telxon's
continued growth. While Virtual Vision has been primarily involved
in the consumer market, we expect to apply its unique technologies
in the vertical markets on which we are currently focused."
"Virtual Vision's substantial investment into human interface
technology, optics and wireless capabilities is highly transferable
into the industrial marketplace and should provide significant
synergies with our existing product portfolio."
Founded in 1991, Virtual Vision has developed "augmented
reality" head mounted systems technology, which superimposes video
or data images onto the viewer's real world view. Unlike "virtual
reality", which is completely immersive, augmented reality also
allows the user to see the existing real world environment.
Swank said, "Virtual Vision is currently refocusing its
marketing efforts away from the consumer arena into the emerging
DHMS OEM marketplace." The company is currently involved in a joint
Advanced Research Projects Agency (ARPA) development initiative with
Carnegie Mellon University, Boeing and Honeywell to provide aircraft
The assets of Virtual Vision were acquired in Chapter 11
bankruptcy for an undisclosed price with final closing to occur at
the end of July. Telxon expects the company to maintain its
headquarters in Redmond, Washington.
Telxon Corporation is a leading global manufacturer of wireless
and portable tele-transaction systems. The company integrates
advanced Portable Tele-Transaction Computers (PTCs) with wireless
and network communication technology, a wide array of peripherals
and application- specific software for its customers in more than 50
countries around the world. Telxon's executive, engineering,
marketing and sales offices are headquartered in Akron, Ohio; its
world manufacturing and domestic customer service facilities are
located in Houston, Texas. Telxon International is headquartered in
/CONTACT: Alex Csiszar, Senior Director, Investor Relations,
or David Swank, Executive Vice President, Corporate Development, of
Telxon Corporation, 216-867-3700, or 800-800-8001/
COURT APPROVES COPPERWELD STEEL'S MOTION TO PROCEED WITH ASSET SALE
TO HAMLIN HOLDINGS, INC.
WARREN, Ohio,--July 19, 1995--The Bankruptcy Court has
approved Copperweld Steel's entry into a
purchase agreement with Hamlin Holdings, Inc. for the purchase of substantially all of
Copperweld Steel's assets and has instructed Copperweld Steel and
CSC to file a plan of reorganization incorporating the Hamlin deal
with the Bankruptcy Court by August 4, 1995. The company can now,
with the support of its Unsecured Creditors' Committee and the
United Steelworkers of America, commence the plan confirmation phase
of its chapter 11 case. Additionally, the Court also terminated the
procedures that it had put in place for the making and consideration
of competing offers to purchase Copperweld Steel's assets.
Copperweld Steel Company's President and CEO, Donald J. Caiazza,
said that, "We reached a consensual agreement with a viable buyer
that is fully supported by the United Steelworkers of America and
the Committee of Unsecured Creditors. The benefits and
opportunities integral to that agreement have been thoroughly
explained in United States Bankruptcy Court, and we are extremely
pleased that the Court has sustained our motion to move forward and
complete the asset sale with Hamlin Holdings, Inc. We are indebted
to our customers, suppliers and dedicated employees who have
remained loyal to Copperweld Steel as the company has worked its way
through this difficult process. Copperweld Steel is now confident
that the transaction with Hamlin Holdings and the emergence of the
business from chapter 11 will be achieved by September 30, 1995."
/CONTACT: Donald J. Caiazza, President and C.E.O., of CSC
LENNAR WILLING TO PAY MORE FOR VISTA SECURITIES
MIAMI, Fla.,--July 19, 1995--Stuart Miller of Lennar
Corporation (NYSE: LEN) today sent a letter to Raymond Garfield Jr.,
the Chairman of the Board of Vista Properties,
Inc., stating that Lennar is prepared to pay substantially more for securities of
Vista and Vista Partners than the $95.5 million base amount for which
Centex International, Inc. has agreed to purchase those securities.
Mr. Miller's letter went on to state, however, that Lennar feels the
process required by the agreement between Vista and Centex for Vista
to receive proposals from persons other than Centex are too unfairly
weighted in favor of Centex to make it practical for Lennar to make
a further proposal in accordance with that process.
According to Mr. Miller's letter, Lennar currently is
considering how it should proceed with regard to a further proposal
to purchase the securities of Vista and Vista Partners.
A copy of the letter from Mr. Miller to Mr. Garfield follows.
Mr. Raymond Garfield, Jr. Chairman of the Board Vista Properties,
Inc. 5950 Berkshire Lane Suite 400 Dallas, Texas 75225
I was somewhat surprised to a learn yesterday that Vista
Properties Inc. has begun soliciting acceptances of a Plan of
Reorganization. I had assumed you would contact Lennar Corporation
to ask about its intentions regarding a further proposal to purchase
securities of Vista and Vista Partners before Vista began the
solicitation. Apparently the major holders of Vista's 13-3/4%
Senior Secured Notes also did not realize Vista would begin the
solicitation of acceptances as early as yesterday. In any event, I
am writing this letter to tell you what Lennar's intentions are
regarding a purchase of the securities of Vista and Vista Partners.
Lennar is prepared to pay substantially more for the securities
of Vista and Vista Partners than the $95.5 million base amount to
which Centex International, Inc. has agreed in its current agreement
with Vista. However, as Lennar has discussed with Vista's counsel,
Lennar feels the process required by the agreement between Vista and
Centex for Vista to receive proposals from persons other than Centex
are too unfairly weighted in favor of Centex to make it practical
for Lennar to make a further proposal in accordance with that
The specific provisions of the agreement between Vista and
Centex which Lennar feels make it impractical for it to make a
further proposal are the following:
1. Centex will receive a fee of $1.8 million if Vista receives
a proposal from another bidder and Centex does not elect to top that
proposal by at least $1 million. The agreement between Vista and
Centex appears to preclude Vista from agreeing to pay a similar fee
to any other bidder, at least until after Centex has failed to top a
proposal of the other bidder by at least $1 million and, therefore,
the agreement between Vista and Centex is terminated. Vista's break-
up fee arrangement with Centex is particularly unfair because, if
Centex elects not to top a competing bid by at least $1 million,
Centex will become entitled to receive its break-up fee (and must be
paid that fee before Vista may sign an agreement with another
bidder) without anything to preclude Centex from then rejoining the
2. Vista may only accept a proposal from a person other than
Centex if the base amount proposed by that person exceeds the base
amount of the most recent Centex agreement by $2.5 million. Centex,
however, only has to top the other person's proposal by $1 million.
While this is slightly less unfair than the process in the original
agreement between Vista and Centex executed in December 1994, it
still creates a severely unequal bidding process.
3. Even after someone other than Centex makes a proposal which
meets the requirement of the agreement between Vista and Centex
(i.e., which exceeds the most recent Centex proposal by at least
$2.5 million), as soon as Centex informs Vista that it is willing to
top the other person's bid by at least $1 million, Vista must cease
its efforts to negotiate the terms of a contract with the other
person. This can have the effect of preventing the other person and
Vista from agreeing while the bidding process is under way on the
terms of the contract by which other persons would purchase the
securities of Vista and Vista Partners if the other person is the
successful bidder. While this is particularly harmful to Vista, it
also is harmful to a bidder other than Centex.
Lennar, through its counsel, tried unsuccessfully to persuade
Centex and Vista to agree to a fair auction for the securities of
Vista and Vista Partners. Lennar is engaged in discussions with a
representative of some of the Vista Noteholders regarding possible
ways to eliminate or mitigate at least some of the unfairness in the
process established by the agreement between Vista and Centex.
Lennar had hoped to be able to submit a further proposal to
Vista before Vista began soliciting acceptances of a Plan of
Reorganization in order to minimize the uncertainties for Vista
Noteholders and shareholders which may by caused by their not
knowing what Lennar's proposal will be before they are asked to
accept the Vista Plan of Reorganization. Unfortunately, because
Lennar has been unable to obtain a modification of the bidding
process contemplated by the agreement between Vista and Centex,
Lennar has not yet been in a position to make a further proposal.
Lennar currently is considering how it should proceed with
regard to a further proposal to purchase the securities of Vista and
Vista Partners. Its considerations include whether it should make
its next proposal before or after Vista commences the Bankruptcy
Case contemplated in the solicitation materials.
If Vista has any thoughts about how to facilitate Lennar's
making a further proposal to acquire the securities of Vista and
Vista Partners, please let me know. In any event, I will keep you
informed of Lennar's plans regarding a further proposal.
Very truly yours,
Stuart A. Miller,
/CONTACT: Allan J. Pekor, Financial Vice President, Lennar
TELIOS ANNOUNCES CONFIRMATION OF PLAN OF REORGANIZATION
SAN DIEGO, Ca--July 19, 1995--Telios
Pharmaceuticals Inc. (Nasdaq: TLIOQ) (the "company") announced that its previously
proposed Plan of Reorganization (the "Plan") has been confirmed by
the U.S. Bankruptcy Court for the Southern District of California
(the "Court"). The Plan provides for the acquisition of the company
by Integra LifeSciences Corporation for stock, as described in the
company's combined Disclosure Statement and Plan of Reorganization.
The Court is expected to rule on the value of Integra Common Stock
being distributed under the Plan and to enter its confirmation order
in the next few days.
As previously announced, only holders of record on May 24, 1995,
will be entitled to receive treatment under the Plan.
/CONTACT: Todd E. Simpson, CFO of Telios Pharmaceuticals,