WORCESTER, Mass., June 5, 1996 - Cambridge Biotech
Corporation (NASD OTC Bulletin Board: CBCXQ) announced today that
the United States Bankruptcy Court has set July 15, 1996 for the
hearing to confirm the Company's Plan of Reorganization under
Chapter 11 of the U.S. Bankruptcy Code. The Plan will establish a
new company, Aquila Biopharmaceuticals, Inc., to continue Cambridge
Biotech's core business of developing and commercializing products
which stimulate the immune system to treat infectious diseases and
cancer. The Court also approved the Disclosure Statement that
describes Cambridge Biotech's Plan, with which the Company will
begin soliciting acceptances from creditors and shareholders today.
"We now have a fixed date to aim for as we complete our
emergence from Chapter 11," said Alison Taunton-Rigby, Ph.D.,
President and CEO of Cambridge Biotech. "Along with the approval of
the Disclosure Statement, setting a hearing date represents a
significant step toward the final resolution of our reorganization,
allowing us to focus more intently on Aquila's development and
commercialization efforts." Dr. Taunton-Rigby continued, "We
believe the Plan maximizes value for both our creditors and our
shareholders, who will now have an opportunity to vote on the Plan.
While we still have several hurdles to clear, we expect the Plan to
be approved by any required votes and confirmed by the Court."
Aquila will focus on advancing the development of Stimulon(TM)
adjuvants, led by QS-21, and proprietary vaccines for tick-borne
diseases, streptococcal infections and malaria, and in the animal
health area, vaccines for canine Lyme disease and bovine mastitis.
Cambridge Biotech recently announced agreements, subject to court
approval, to sell its retroviral diagnostic business to bioMerieux
Vitek, Inc., for $6.5 million in cash, and its enteric diagnostic
business to Carter- Wallace for $4.5 million in cash.
Based on current information and assumptions reflected in the
Disclosure Statement, existing Cambridge Biotech shareholders may
receive approximately one share of Aquila common stock for eight
shares of Cambridge Biotech stock, representing 60% or more of all
Aquila common stock to be issued under the Plan in exchange for
claims against, or equity interests in, Cambridge Biotech. (The
precise exchange ratio will depend on the number of shares required
to satisfy claims.) In addition, beneficiaries under the recently
settled securities litigation (many of whom are believed to be
current Cambridge Biotech shareholders) will receive Aquila stock
representing 25% of the common equity in the new company.
Under recently submitted amendments to the Company's Plan,
unsecured creditors with claims of over $500 can choose to receive
the full amount of the claim in Aquila common stock or 51% of the
claim in cash, with the maximum aggregate cash payment by the
Company to these unsecured creditors capped at $2 million. An
unsecured creditor whose cash payout is limited because of the cap
will be compensated for such shortfall with varying amounts of
Aquila common stock. Unsecured creditors with claims of under $500
will receive the full amount of the claim in cash. Under the amended
Plan, the secured creditor has agreed to a restructured payment
schedule for the mortgage on the Company's plant in Rockville,
Maryland, which will be leased from the Company by the buyer of the
retroviral diagnostic business.
The Bankruptcy Court has also approved the procedures for
finalizing the sale of the Company's diagnostic businesses.
Interested parties will have until June 7 to submit initial
counterbids for the enterics diagnostic business and June 11 to
submit initial counterbids for the retroviral diagnostic business.
A hearing has been scheduled for June 19 to select the winning bid
from among the final round of sealed bids (if any) for the enterics
diagnostic business. A formal timetable for receiving sealed bids
(if any) for the retroviral diagnostic business has not yet been
established. Both timetables and sales are subject to court
approval.
Cambridge Biotech Corporation (CBC) is a therapeutics and
diagnostics company focused on infectious disease and cancer. CBC
filed for protection under Chapter 11 of the United States
Bankruptcy Code on July 7, 1994, and filed a reorganization plan
with the bankruptcy court on April 10, 1996. After bankruptcy court
approval of CBC's reorganization plan, the assets, liabilities and
intellectual property of CBC relating to its biopharmaceutical
business will be transferred to Aquila Biopharmaceuticals, Inc.
Aquila will focus on developing and commercializing therapeutic and
prophylactic vaccines for infectious diseases, and
immunotherapeutics for cancer. Aquila's technology base will
include the Stimulon(TM) family of adjuvants and proprietary
vaccines. The most advanced adjuvant, QS-21, is in clinical
development through corporate and academic partners. The
proprietary vaccines include a feline leukemia vaccine currently on
the market and vaccines in development in the areas of tick-borne
diseases, streptococcal pneumonia, malaria, bovine mastitis and
canine Lyme disease.
Statements in this release which relate to expectations of
management for future operations or otherwise relate to future
performance are forward looking statements. Actual results may
differ from those projected as a result of the Company's success in
emerging from bankruptcy, product demand, pricing, market
acceptance, the effect of economic conditions, competitive products,
risks in product and technology development and other risks
identified in the Company's Securities and Exchange Commission
filings.
CONTACT: Alison Taunton-Rigby, President and Chief Executive
Officer of Cambridge Biotech Corporation, 508-797-5777, or Chris
Palatucci of Feinstein Partners, 617-577-8110
ATLANTA, June 4, 1996 - Anacomp
today officially exited from Chapter 11 with a reorganized financial
structure that substantially reduces the company's overall debt.
Anacomp's emergence from Chapter 11 follows confirmation of
Anacomp's plan of reorganization two weeks ago. As a result of the
reorganization, Anacomp's current debt and accrued unpaid interest
and dividends (including preferred stock) has been reduced by
approximately $175 million. Ownership of Anacomp has been
transferred to holders of its old public debt. The new common stock
will be publicly traded, and the company plans to announce shortly
where the stock will be listed.
Anacomp also announced that P. Lang Lowrey III, the company's
president and chief executive officer, has been named chairman of
Anacomp's new Board of Directors. Richard D. Jackson, former vice
chairman of First Financial Management Corporation, has been named
vice chairman of Anacomp.
Other new directors of Anacomp are Talton R. Embry, chairman and
chief investment officer of Magten Asset Management Corporation;
Darius W. Gaskins, Jr., a partner of the investment firm High Street
Associates; Jay P. Gilbertson, chief financial officer of HBO &
Company; George A. Poole, Jr., a director of several well-known
companies; and Lewis Solomon, chairman and chief executive officer
of Silent Radio, Inc. Lowrey is the only director who is an
employee of Anacomp.
"Our new outside directors bring to Anacomp a wide range of
business skills and backgrounds, as well as extensive experience
serving as directors of successful companies," noted Lowrey. "We
plan to draw heavily on their expertise to help Anacomp add
complementary products and services to our business, including
digital ones."
"We are pleased to be out of bankruptcy," continued Lowrey.
"Even though we filed for Chapter 11 protection less than five
months ago, it's been a challenging period. Our new financial
structure will position the company to prosper going forward, and
I'm proud of all of our dedicated employees who have made this
possible."
Anacomp is a leading provider of multiple-media data management
solutions, delivering cost-effective strategies that incorporate
micrographic, digital, and magnetic output media.
CONTACT: Jeff Withem, Corporate Communications, 404-876-3361,
Ext. 8527, or E-mail: jwithem@anacomp.com; or Nancy Vandeventer,
Investor Relations, 800-350-3044, or E-mail:nvandeventer@anacomp.com,
both of Anacomp
CHARLOTTE, N.C., June 4, 1996 - Piedmont Mining Company,
Inc. (OTC-Bulletin Board: PIED), which is engaged in gold
exploration and development in the Southeast, reported a loss of
$320,000, or $0.02 per share, in the first quarter ended March 31,
1996, compared with a loss of $246,000, or $0.02 per share, in the
first quarter of 1995. The first quarter loss includes amortization
to income of $124,000 of the deferred gain resulting from the sale
of a 62.5% interest in the Haile property to a subsidiary of Amax
Gold Inc. (NYSE: AU) in 1992.
The Company had no long term debt at March 31, 1996, and working
capital totalled $169,000, compared with $658,000 at December 31,
1995. The decline in working capital resulted from funding of
operating, litigation and arbitration expenses from current assets.
At March 31, 1996, Piedmont held 240,900 shares of Amax Gold common
stock and also had $607,000 in cash and cash equivalents. The
Company had a tax loss carryforward of about $8,348,000 at December
31, 1995. Expenditures by the Haile Mining Venture totalled
approximately $1,010,000 in 1995, and are budgeted at only
$1,080,000 for 1996.
The mineable reserves at the Haile property at December 31, 1994
totalled 780,000 ounces of gold at an average mill head grade of
0.089 ounces per ton, of which Piedmont's 37.5% share equals about
293,000 ounces. Amax Gold's 1995 Annual Report indicates that the
Haile project is now Amax Gold's only development property, that the
Haile gold reserves could be economically and legally extracted and
produced and that Amax Gold has completed a feasibility study for
the Haile project.
On March 29, 1995, Piedmont filed suit in the Court of Common
Pleas in Lancaster County, South Carolina against Amax Gold and two
of its subsidiaries claiming, among other things, that they breached
their obligations under the Haile Mining Venture Agreement and
Management Agreement to carry out approved programs and budgets,
conduct drilling and produce a "Bankable Feasibility Study." The
complaint seeks actual and punitive damages. In August 1995
Piedmont filed an initial calculation of damages by its damages
expert. Using several alternative methods of calculation, actual
damages assessments ranged from $38 million to $60 million.
Piedmont has demanded a trial by jury.
In May 1995 Amax Gold filed a demand for arbitration of the
allocation of environmental expenses and filed a motion to dismiss
Piedmont's lawsuit. In November, the Court severed Piedmont's
lawsuit. Piedmont's claims for breach of contract remain in the
state court, while Piedmont's claim against Amax Gold for tortious
interference was allowed to proceed and was removed to the Federal
District Court. In January 1996 Piedmont filed an amended complaint
in the Federal District Court for tortious interference with
contract. On March 22, 1996, the Federal District Court issued an
order placing the case on the trial calendar, and on May 29, 1996,
discovery was allowed to proceed until August 1, 1996, with a trial
date anticipated prior to year end.
In the meantime, in March an arbitration panel awarded Amax Gold
$1.37 million for alleged environmental costs. Piedmont has filed a
motion to stay confirmation of this proceeding and has also filed a
cross-motion to vacate the award on jurisdictional grounds. In
April, the magistrate judge to whom the motions were referred,
entered a report recommending to the Court that they be denied and
that judgement upon the award be entered. Piedmont has filed
objections and exceptions to this report, and oral argument before
the Court has now been scheduled for June 14th. If judgement is
entered on the award, Piedmont may be required to seek bankruptcy
protection. Piedmont intends to continue vigorously prosecuting its
claim against Amax Gold and its subsidiaries.
PIEDMONT MINING COMPANY
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS:
Three Months Ended
March 31
1996 1995
NET SALES $ -- $ --
COST OF SALES:
Depreciation 2,000 2,000
Haile Mining Venture Expenses 124,000 141,000
Amortization of Deferred Gain (124,000) (141,000)
Total Cost of Operations 2,000 2,000
GROSS LOSS FROM OPERATIONS (2,000) (2,000)
OTHER EXPENSES (INCOME):
General and Administrative 168,000 156,000
Stock Appreciation Rights and Awards -- --
Exploration 2,000 5,000
Professional Fees 132,000 55,000
Interest and Other, Net (7,000) 23,000
Loss (Gain) on Sale of Stock (35,000) 94,000
Brokers Fees and Commissions 1,000 31,000
Total Other Expenses 261,000 364,000
LOSS BEFORE INCOME TAXES (263,000) (366,000)
INCOME TAX BENEFIT (PROVISION) (35,000) 120,000
NET LOSS $ (298,000) $ (246,000)
NET LOSS PER COMMON SHARE $ (0.02) $ (0.02)
CASH DIVIDENDS PER SHARE None None
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 15,043,869 15,043,869
BALANCE SHEET DATA (at end of period):
Cash and Cash Equivalents $ 607,000 $ 90,000
Working Capital 169,000 2,872,000
Total Assets 4,324,000 5,017,000
Long Term Debt -- --
Deferred Gain 554,000 2,583,000
Shareholders' Equity 1,523,000 2,193,000