GOSHEN, Ind., Oct. 27, 1995 -- Cobra
(NYSE: COI) today announced that it has filed a voluntary petition
under Chapter 11 of the United States Bankruptcy Code.
The petition for reorganization came in the wake of unsuccessful
efforts by the company to reduce reserve requirements and increase
cash available from its financing agreement signed on September 22,
Thomas A. DeNova, chairman and chief executive officer of Cobra,
stated that Cobra will continue to operate its business in the
ordinary course under Court protection from creditors, while seeking
to work out a plan to reorganize and fortify the company. Mr.
DeNova was named chairman and chief executive officer of Cobra on
September 25, 1995 following the resignation of Dale R. Glon and the
consummation of the financing agreement.
Cobra Industries, Inc., headquartered in Goshen, Indiana, is one
of North America's largest recreational vehicle manufacturers.
Cobra manufactures conventional trailers, park trailers, folding
camper trailers and van conversions. The company has manufacturing
and distribution facilities in Indiana, California, Texas and
/CONTACT: James J. Roop or Robert G. Berick of Watt Roop & Co., 216-
SECAUCUS, N.J., Oct. 27, 1995 -- href="chap11.petrie.html">Petrie Retail Inc., a
privately held company, said today that it has received final
approval from the U.S. Bankruptcy Court for the Southern District of
New York for its $115 million debtor-in-possession (DIP) financing
commitment from Chemical Bank and Chase Manhattan Bank. The court
had previously approved interim availability of $45 million under
the facility. The company said that as of October 27, 1995, it has
not borrowed under the facility.
The company said, "With final approval of our financing now in
place, we intend to promptly proceed with our reorganization and
Based in Secaucus, New Jersey, privately held Petrie Retail Inc.
was formed in 1994 from the retail operations of Petrie Stores
/CONTACT: Media: Tom Daly, Dawn Dover or Adam Weiner of Kekst and
TORONTO, Ontario--Oct. 27, 1995--href="chap11.rexon.html">Rexon Inc.
and Legacy Storage Systems International Inc. today announced that
each of Legacy and the management of Rexon Inc. have committed to
provide financing of U.S. $2,000,000 for an aggregate of
U.S.$4,000,000 to Rexon, subject to approval by The United States
Bankruptcy Court for the District of Colorado.
Financing is subject to a number of conditions, including a
condition that Rexon Inc. uses its best efforts to reach an
agreement with Legacy to expedite a sale of all or substantially all
of the assets of the assets of Rexon to Legacy. There is no
assurance that an agreement will be reached between Rexon and Legacy
or that the Bankruptcy Court for the District of Colorado will
approve any agreement that the parties may reach.
Rexon Inc. manufactures and distributes 1/4" cartridge (QIC)
tape drives under the Wangtek brand name, digital audio tape (DAT)
drives under the WangDat brand name and Tecmar tape back-up
solutions. Rexon Inc. distributes its tape back-up products
through a field sales force and international network of more than
100 distributors. Rexon Inc. also has OEM and VAR relationships
with a number of major U.S. computer companies. Rexon operates its
own manufacturing facility out of Singapore.
Legacy Storage Systems International Inc. is a personal
computer peripheral systems corporation operating in the data
storage subsystems sector of the computer systems industry. Legacy
manufactures, assembles and distributes data storage subsystems for
the personal computer local area network environment, provides
technical support services to any users of its products, conducts
research and development to upgrade its existing products, develops
new products and distributes computer products and components.
Legacy manufactures products for all major operating systems.
Legacy's products are marketed worldwide to Forturne 500 companies.
CONTACT: David Killins,
President & C.E.O.,
Legacy Storage Systems International Inc.
Director of Investor Relations,
Legacy Storage Systems International Inc.
Chief Executive Officer,
ATLANTA, Oct. 27, 1995 -- Hayes
Inc. announced today during a hearing before the U.S. Bankruptcy
Court of the Northern District of Georgia that it has reached an
understanding, subject to execution of definitive agreements and
certain other conditions, to recapitalize the company through a
combination of equity investments and new debt facilities. The
Hayes Plan of Reorganization would be fully funded, allowing Hayes
to emerge from Chapter 11 as an independent company. Hayes also
requested that the Court schedule a confirmation date for its Plan
of Reorganization as soon as possible.
Upon implementation of the proposed transaction, the equity
participants, which together would acquire a 49% minority ownership
position in Hayes, were identified as Northern Telecom Limited,
through its subsidiary, Northern Telecom Inc., and ACMA Limited.
Dennis C. Hayes, Chairman of Hayes, along with the Hayes Employee
Stock Plan, will own 51% of the company. Hayes would continue as
Chairman and Chief Executive Officer of the company.
Dennis Hayes said, "We are pleased to join with such global
leaders as Northern Telecom and ACMA to take Hayes to the next level
in leading the communications revolution." Hayes continued,
"Joining forces with Northern Telecom and ACMA makes for a strategic
business combination that will allow Hayes to continue to provide
superior products and services as an independent company."
Hayes filed a petition for Chapter 11 protection on Nov. 15,
1994. The company's turnaround efforts have resulted in positive
operating profits since its filing. Hayes' Plan of Reorganization
calls for 100% repayment of all valid creditor claims, including
"I am pleased that we will be able to pay our creditors in full
as we have always sought to do," said Dennis Hayes. "The success of
the company's turnaround is due to the hard work and dedication of
Hayes employees. Their success has made it possible for the company
to remain in Atlanta. I applaud their accomplishments and sincerely
appreciate the support we have received from the Atlanta community
and our customers, suppliers, and friends around the globe over the
Northern Telecom Limited is headquartered in Toronto. ACMA
Limited is headquartered in Singapore.
Best known as the inventor of the PC modem industry, Hayes is
recognized as a leader in technical innovation in computer
communications. Hayes develops, supplies and supports computer
communications equipment and software for personal computers and
computer communications networks. The company distributes its
products through a global network of authorized distributors,
dealers, mass merchants, VARs, system integrators and original
/CONTACT: Andrew W. Dod, Director of Corporate Communications,
Hayes Microcomputer Products, 770-840-9200, ext. 6365;
Fax: 770-441-1238, or e-mail: adodhayes.com/
CHICAGO, Oct. 27, 1995 -- Equity Office
("EOH"), a national office building investment and management
company led by Samuel Zell, in a letter to Rockefeller Center
Properties, Inc. (NYSE: RCP) ("RCPI"), today proposed on behalf of
its investor group an offer to purchase from RCPI the mortgage loan
on Rockefeller Center, in a
transaction valued at $1.16 billion.
The loan would be purchased for $1,160,900,000, to be paid
$1,025,900,000 in cash and a $135 million note secured by a second
mortgage on Rockefeller Center and guaranteed as to principal by
General Electric. The GE guaranteed note would bear interest at 6-
1/2% per annum, payable monthly, and mature in 12 years. Upon the
closing of the purchase, the EOH Investor Group would work with
RGI/Mitsubishi to transition the property out of bankruptcy.
Excluding the dilutive effect of the Goldman Sachs/Whitehall
warrants and SARs issued in December, 1994, and without accounting
for amounts owed by RCPI to the EOH Investor Group under existing
agreements, this transaction would result in a value per share to
RCPI of approximately $9.00.
This bid meets the current objectives of the RCPI Board and is
superior to the Board's other offers. It presents the greatest
value for the long-term interests of RCPI shareholders and
Rockefeller Center tenants.
EOH has worked with the Board in good faith to meet its stated
objectives and looks forward to its response.
A full copy of the letter sent to RCPI chairman, Peter Linneman,
October 27, 1995
Dr. Peter Linneman
Rockefeller Center Properties, Inc.
1720 Avenue of the Americas
New York, New York 10020
While we stand ready, willing and able to honor the existing
definitive agreement, we have always been willing to explore
alternatives. We have previously suggested the possibility of an
outright purchase of the $1.3 billion mortgage loan at a mutually
agreeable price. As an alternative that is clearly superior to your
other offers as we understand them, and which the Board must thus
consider as being in the best interests of its shareholders, we are
prepared to offer the following:
1. The Zell Investor Group would purchase the existing mortgage
loan for $1,160,900,000, to be paid $1,025,900,000 in cash and a
$135 million note secured by a second mortgage on Rockefeller Center
and guaranteed as to principal by General Electric. The GE
guaranteed note would bear interest at 6-1/2% per annum, payable
monthly, and mature in 12 years, but would be prepayable at any time
The $135 million note represents a face value to RCPI
shareholders of $3.52 per share and, assuming not more than $815.5
million of RCPI liabilities, the net cash component equals $5.50 per
share, for a total value of approximately $9.00 per share without
accounting for either the Goldman Sachs/Whitehall warrants and SARs,
on the one hand, and amounts owed to the Zell investor Group under
existing agreements with RCPI, on the other.
2. RCPI would be obligated to transfer the mortgage loan free
and clear of any and all liens and encumbrances; the Zell Investor
Group would not assume any RCPI liabilities.
3. In purchasing the loan, the Zell Investor Group would
inherit the responsibility for working out a reorganization plan
4. There is to be no "fiduciary out." If this transaction were
to fail to close for any reason other than a failure to obtain RCPI
shareholder approval or a Zell Investor Group default, RCPI would be
obligated to pay the Zell investor Group a break-up fee of $25
million (which amount would include the $9,575,000 topping fee from
the existing definitive agreement).
5. If there is no closing, other than due to a Zell Investor
Group default (but whether or not RCPI shareholders approve the
deal), breakage costs on any interest rate protection secured by the
Zell Investor Group would have to be paid by RCPI.
6. If the sale of the loan closes in accordance with this
proposal, the Zell Investor Group would waive its right to receive
the topping fee end expense reimbursement provided for in the
If you advise us of your acceptance of this proposal not later
than 5:00 p.m. (New York time) on Monday, October 30, 1995, we are
prepared to pursue such a transaction subject to: (a) RCPI honoring
its obligations under the Investment Agreement by closing on the
sale and purchase of the "Initial Shares" on November 2, 1995; (b)
final GE approval; (c) the termination by RCPI of discussions with
Goldman Sachs/Whitehall and Gotham; (d) RCPI terminating the
definitive agreement pursuant to the "fiduciary out" and
acknowledging that the topping fee and expense reimbursement
requirements thereunder have vested; and (e) the execution and
delivery of a new definitive agreement (which we believe must be
very short and to the point) by November 10, 1995.
Peter, the Board must act, as we have, consistent with its
agreements. We have worked with the Board in good faith to meet its
stated objectives. As the Board's objectives have changed, we have
modified our proposals accordingly. The Proposal outlined above
clearly provides the best cash value to RCPI shareholders, while
relieving the Company from any further liability or costs due to the
RGI/Mitsubishi bankruptcy. I look forward to your response.
Very truly yours,
/CONTACT: Debra Jack of Edelman Financial, 212-704-8257/
ELKINS PARK, Pa., Oct. 27, 1995 -- href="chap11.mortgage.html">Mortgage and Realty
Trust (NYSE: VLP, formerly MRT) announced that today it is
its name to "Value Property Trust." This new name is intended to
reflect the Trust's fresh start as a company emerging from a
proceeding under Chapter 11 of the Bankruptcy Code, the company
said. The Trust's shares will begin trading today on the New York
Stock Exchange under the new name and under the new stock symbol
VLP is a self-administered real estate investment trust with a
portfolio of over 72 commercial, industrial and other real estate
assets. VLP has offices in Elkins Park, Pennsylvania and Burbank,
/CONTACT: George R. Zoffinger, President of Value Property Trust,
PLEASANTON, Calif.--Oct. 27, 1995--href="chap11.hexcel.html">Hexcel
Corporation (NYSE/PSE: "HXL") today reported results for the
quarter ended October 1, 1995. Net sales were $81.4 million, a 9%
increase over net sales of $74.4 million for the third quarter of
1994. Gross margin was $15.9 million for the third quarter of 1995,
or 19.5% of sales, and net income was $1.4 million or $0.08 per
share. This compares with a 1994 third quarter gross margin of
$11.6 million, or 15.6% of sales, and a net loss of $17.9 million or
$2.45 per share. The net loss for the third quarter of 1994
includes other expenses of $8.0 million related to the Company's
joint venture in Japan, bankruptcy reorganization expenses of $5.0
million, and a loss from discontinued operations of $2.6 million.
There were approximately 18.1 million shares outstanding during the
third quarter of 1995, versus 7.3 million shares in the third
quarter of 1994.
The improvement in third quarter sales follows similar increases
in the first and second quarters of the year. Sales of advanced
composites and reinforcement fabrics remained above 1994 levels,
with much of the improvement coming from the recreation and general
industrial markets in both the U.S. and Europe. Honeycomb sales
were down slightly, reflecting the sale of the Chandler, Arizona
manufacturing facility in the fourth quarter of 1994. Changes in
currency exchange rates also contributed to higher sales, as over
40% of the Company's sales are to international markets.
The increase in gross margin is the result of both higher sales
and reduced costs. Operating results improved in each of the
Company's businesses, although the operating results of the
honeycomb business did not improve as much as anticipated. On
September 6, 1995, the company announced that it will phase down its
Lancaster, Ohio composites manufacturing facility, transferring
operations to the plant in Livermore, California. Along with
ongoing process improvements, the consolidation of these two
facilities is designed to bring operating costs closer to targeted
For the year-to-date ended October 1, 1995, net sales were
$257.5 million, compared with $237.1 million for the comparable
period of 1994. The 1995 year-to-date gross margin was $48.7
million, or 18.9% of sales, and net income was $0.7 million or $0.05
per share. Gross margin for the same period of 1994 was $37.4
million, or 15.8% of sales, and the net loss was $27.4 million or
$3.75 per share. Year-to-date results for 1995 include bankruptcy
reorganization expenses of $3.4 million and a loss from discontinued
operations of $0.5 million; the comparable figures for the 1994
period were $11.9 million and $1.8 million, respectively. The 1994
results also include the $8.0 million joint venture provision noted
Mr. John J. Lee, Chief Executive Officer of the Company, said,
"I am encouraged by the Company's third quarter results, even though
Hexcel has not yet returned to an acceptable level of profitability.
The improvement in gross margin on moderate sales growth
demonstrates that we are continuing to make progress in reducing our
operating costs. Furthermore, the final resolution of bankruptcy-
related professional fees has brought an end to the residual costs
of the Company's bankruptcy reorganization, albeit at greater
expense than we had expected. The receipt of $0.6 million during
the quarter in connection with last year's sale of the Chandler,
Arizona manufacturing facility was also positive. We had expected
to receive $2.3 million during 1995, but it now appears that the
receipt of any additional funds from the Chandler transaction will
be delayed until 1996."
Mr. Lee continued, "As a result of bankruptcy reorganization
costs, the shortfall in Chandler-related income, and slower than
anticipated improvement in honeycomb operating results, we do not
expect to earn the $4.6 million in net income for 1995 that we had
projected back in February in connection with Hexcel's emergence
from bankruptcy proceedings. We currently anticipate 1995 net
income to be approximately $2.5 million, excluding any impact of the
Company's proposed combination with the Composites Division of Ciba-
As previously reported, Hexcel and Ciba-Geigy Limited have
entered into a definitive agreement to combine Ciba-Geigy's
worldwide Composites Division with Hexcel's business, the
consummation of which is subject to various conditions including the
approval of Hexcel's stockholders. The combined company would
specialize in lightweight, high-strength structural materials for
the aerospace and other industries.
Hexcel has fixed November 27, 1995 as the record date for
determining stockholders entitled to notice of and to vote at an
annual meeting of stockholders for purposes of electing directors
and approving, among other things, certain matters relating to
Hexcel's proposed combination with Ciba-Geigy's worldwide Composites
Division. While a meeting date has not yet been set, Hexcel intends
to hold the meeting during the last week of December 1995, subject
to the completion by the Securities and Exchange Commission of its
review of the proxy materials to be used by Hexcel in connection
with the meeting.
Hexcel Corporation is an international developer and
manufacturer of honeycomb, advanced composites, and reinforcement
fabrics used in the commercial aerospace, space and defense,
recreation, and general industrial markets.
Hexcel Corporation and Subsidiaries
Condensed Consolidated Statements of Operations
The Quarter Ended The Year-to-Date Ended
October 1, October 2, October 1, October 2,
1995 1994 1995 1994
(In thousands except
per share data)
Net sales $81,366 $74,434 $257,544 $237,080
Cost of sales (65,478) (62,833) (208,806)
Gross margin 15,888 11,601 48,738 37,449
expenses (11,358) (10,850) (35,630)
Other income (expenses) 600 (8,033) 600
(loss) 5,130 (7,282) 13,708
Interest Expenses (2,260) (2,336) (6,702)
expenses (410) (5,036) (3,361) (11,945)
Income (loss) from
before income taxes 2,460 (14,654) 3,645
income taxes (899) (665) (2,503)
Income (loss) from
continuing operations 1,561 (15,319) 1,142
Income from operations,
net of provision for
income taxes of $126 and
$441 for the quarter and
year-to-date ended October
2, 1994, respectively -- 216 -- 989
Losses during phase
out period (171) (2,836) (468)
Net income (loss) $ 1,390 $(17,939) $ 674
Net income (loss) per
share and equivalent
Primary and fully
Continuing operations $ 0.09 $ (2.09) $ 0.08 $
operations (0.01) (0.36) (0.03)
Net income (loss) $ 0.08 $ (2.45) $ 0.05 $
shares and equivalent
shares 18,094 7,310 14,958 7,310
CHICAGO, Oct. 27, 1995 -- With the declaration on
Oct. 24, 1995, of the bankruptcy of href="chap11.markair.html">MARKAIR Airlines, Amtrak has
announced it will offer discounted rail fares to travelers holding
MARKAIR tickets in the following markets: Chicago; Denver; Kansas
City, Mo.; Las Vegas; Los Angeles; Minneapolis; New York; Seattle
and San Diego.
Amtrak will offer a $75 one-way fare or the lowest possible
excursion fare, on round-trip direct travel in these markets.
Customers may make travel arrangements through any travel agent
or by calling Amtrak at 1-800-USA-RAIL. The MARKAIR ticket must be
surrendered to the ticket agent at the time of ticket purchase.
Ticketing must take place within 24 hours of making reservations and
tickets are non-refundable once issued. Travel must be completed by
Nov. 9, 1995.
Travelers may upgrade to Amtrak sleeping car accommodations with
the payment of the additional accommodation charge.
/CONTACT: Deborah M. Hare, 312-655-2390, or Rob Borella,
202-906-3857, both of Amtrak/
YORKLYN, Del., Oct. 27, 1995 -- NVF
announced today that it has filed a motion with the Bankruptcy Court
for the District of Delaware (Bankruptcy Court) seeking approval of
the terms of a Stock Purchase Agreement executed by NVF, the
Official Committee of Unsecured Creditors of NVF Company
("Committee") and First Security and Investment Corp. ("First
Security"). Under the terms of the Stock Purchase Agreement, among
other things, First Security has agreed to purchase all of the
Preferred Stock of the Reorganized NVF in exchange for $24.5 million
in cash and the assumption of certain liabilities of NVF. First
Security's purchase of the Preferred Stock is subject to higher bids
which may be submitted in an overbid sale to be conducted by Alex.
Brown & Sons Incorporated ("Alex. Brown"), the sales agent jointly
retained by NVF and the Committee. The sale to First Security is
supported by Alex. Brown, NVF and the Committee.
Following the overbid sale, a plan of reorganization will be
jointly filed by NVF and the Committee and the parties expect to
seek confirmation promptly. The purchase price derived from the
sale of NVF along with the proceeds (approximately $20,750,000) from
the settlement of certain litigation initiated by the Committee less
allowed administrative expenses associated with the bankruptcy case,
are expected to be distributed exclusively to creditors pursuant to
a reorganization plan in accordance with the priorities of the
Bankruptcy Code. Common stockholders of NVF are not expected to
receive any distributions.
/CONTACT: David B. Hartzell, vice-president, Alex. Brown & Sons,