TCR_Public/961002.MBX




InterNet Bankruptcy Library - News for October 2, 1996






Bankruptcy News For October 2, 1996



  1. Topro, Inc. Announces Preliminary Fiscal 1996 Results

  2. MARK IV launches major restructuring program

  3. Court approves $195 million in interim financing

  4. Members Committee, SWEPCO, Entergy Gulf States File Amended Reorganization
    Plan for Cajun




Topro, Inc. Announces Preliminary Fiscal 1996 Results


DENVER, CO - Oct. 2, 1996 - Topro, Inc. (Nasdaq: TPRO), a leading provider of
software configuration and system design in the process control industry, today announced
preliminary results for its fourth quarter and fiscal year ended June 30, 1996. Final results
will be released following completion of the Company's year-end audit.


Revenue from the Company's core systems integration business advanced 105% to $19.7
million from $9.7 million in fiscal 1995. The increase was attributed to significant growth
within Topro's core business and the impact of two major acquisitions made during the
third and fourth quarters of the fiscal year. Total revenue, which includes results from
1995 operations that were discontinued in 1996, advanced 67% to $19.7 million from
$11.8 million in fiscal 1995.


The Company acquired Albany, Oregon-based Advanced Control Technology (ACT) in
the third quarter, and followed it with the fourth quarter acquisition of Vision Engineering,
a highly regarded systems integrator with offices in Cyprus, Calif.; Sacramento, Calif.;
Phoenix, Ariz. and Chicago.


The acquisitions led to sharply higher revenues and corresponding increases in gross
margins and income from continuing operations. Fourth quarter revenue, which included
only two months of results from Vision Engineering, was $8.5 million, up 45% from third
quarter revenue of $5.9 million and 193% from second quarter revenue of $2.9 million.
Fourth quarter gross margins were 34% versus 17% in the third quarter and 28% in the
second quarter. Fourth quarter income from continuing operations was up sharply to
$652,297 from third quarter and second quarter losses from continuing operations of
$388,000 and $204,488 respectively.


For the year, Topro expects to report a net loss of $1.8 million as compared with a net
loss of $2.3 million in fiscal 1995. The loss was a direct result of the significant costs
incurred in the Company's program of closing and discontinuing non-core operations,
including those of Tech Sales and Sharp Electric.


"The extensive costs and considerable management efforts involved in shedding the
non-core, unprofitable operations are now completely behind us, and without those costs,
the Company would have reported a net profit for the year," said John Jenkins, president
and chief executive officer. "Our rapid quarter on quarter revenue growth, improved gross
margins and sharp turnaround in income from continuing operations have given us solid
momentum going into fiscal 1997. These results also demonstrate the success of our
growth strategy, which is designed to take us quickly to a full, national presence."


Jenkins added, "We are only beginning to tap the opportunities for accelerated growth and
operating cost reduction made possible by our acquisition program."


The addition of ACT and Vision Engineering, as well as the fiscal 1995 acquisition of
Atlanta-based MDCS, have increased Topro's employee base to nearly 300 and have
positioned the Company as one of the nation's leading independent control systems
integrators.


Statements made in this news release that are not historical facts may be forward looking
statements. Actual results may differ materially from those projected in any forward
looking statement. The preliminary results discussed above are subject to completion of
customary procedures by the Company's management and independent auditors. There are
a number of important factors that could cause actual results to differ materially from those
anticipated by any forward looking information. A description of risks and uncertainties
attendant to Topro and its industry and other factors which could affect the Company's
financial results are included in the Company's Securities and Exchange Commission
Filings.


                                           PRELIMINARY FINANCIAL RECAP
                                         For the Three Months    For the
        Fiscal Years
        

                                             Ended                     Ended
                                            June 30,               June 30,
                                           1995..        1996       1995..
        1996
        

           Revenue:
           Control Systems
         Integration           $2,390,000   $8,490,000   $9,699,000 $19,725,000
           Distribution                   416            -    2,103,000
        -
           Total                    2,806,000    8,490,000   11,803,000
        19,725,000
           Cost of Sales            2,382,000    5,611,000    8,912,000
        14,163,000
           Gross Profit               424,000    2,879,000    2,891,000
        5,562,000
           Commission Income              137            -          462
        -
           Overhead, Other Income
         and Expenses             984,400    2,094,000    3,267,000   4,917,000
           Loss From Discontinued
         Operations - Tech Sales        -    (132,000)            -   (616,000)
           Income (Loss) From
         Continuing Operations   (96,000)      652,000       86,000      29,000
           Discontinued Operations
           Loss on disposal -
         Sharp Electric       (1,395,000)    (758,000)  (2,390,000) (1,809,000)
           Net Income (Loss)     $(1,491,000)   $(106,000)
        $(2,304,000)$(1,780,000)
        

.. 1995 results as reported in the Company's 1995 10-K will change in the 1996 10-K to
reflect the impact of a pooling of interest for the acquisition of MDCS made after the close
of fiscal 1995 and reclassification of some operations as discontinued.


SOURCE Topro Inc./CONTACT: John Jenkins, CEO of Topro, Inc., 303-935-1221; or
Scott Liolios

of Pacific Consulting Group, 714-574-3860/(TPRO)




MARK IV launches major restructuring program


AMHERST, New York--October 2, 1996--Mark IV Industries, Inc. (NYSE: IV)
announced today that, as part of a realignment and refocusing of the company's operations,
it will close certain of its manufacturing and distribution facilities in the U.S. and Europe,
in order to eliminate redundancies, and to more efficiently and effectively serve its global
customer base.


Sal H. Alfiero, chairman and chief executive officer of Mark IV, said, "During fiscal 1996,
we reorganized the company into two operating units defined by their markets -- Mark IV
Industrial and Mark IV Automotive. Since that time, and in conjunction with our ongoing
Cycle Time Reduction (CTR) efforts which began more than 20 months ago, we've been
able to identify better, more direct and efficient ways to allocate and utilize the resources
of these two business units.


"We've determined that excess capacity, totaling slightly more than one million square feet
of manufacturing and distribution/warehousing space and approximately 1,000 direct,
indirect and overhead positions, will be eliminated. This represents all or portions of 12
locations in the U.S. and Europe, and reduces the company's worldwide work force by
approximately six percent. In addition, other facilities that produce both industrial and
automotive products will become dedicated to one or the other of our business segments,
and certain non-core and/or low-margin product lines will be eliminated. Following these
actions, we will continue to provide the same high level of quality products, while
improving service to our customers, at existing and projected increased levels of business
-- at substantially reduced costs and with greater efficiency."


The realignment of the company, which affects operations in both Mark IV Industrial and
Mark IV Automotive, will result in a pre-tax charge of approximately $110 million, or $66
million after taxes ($1.04 per fully-diluted share). A majority of the pre-tax charge, or
about $60 million, consists of non-cash items. The charge will be taken in the company's
third fiscal quarter (ending November 30, 1996), resulting in a net loss for the quarter,
while the company's overall net income for the nine months will remain positive.
However, on an operating basis, before the restructuring charge and gains from
dispositions, the third quarter is expected to be Mark IV's best third quarter ever, and will
represent the company's 67th consecutive quarter of year-over-year increased earnings per
share from operations before special items.


Mark IV expects to realize pre-tax savings of between $40-$45 million per year, or 38-43
cents per share after taxes. The cash portion of the charge will cover employee-related
transition and other facility closing costs. The non-cash portion results from the
revaluation of long-term assets under the new SFAS 121 accounting standard, which
became effective during the current fiscal year, and certain pension-related costs. The
revaluation is due to the restructuring plan, and immediately recognizes the change in value
of those facilities to be closed, or refocused to either industrial or automotive. Gains from
asset dispositions completed during the quarter, and those expected to be made over the
next 12 months, should substantially offset the cash portion of the charge. So far in the third
quarter, recently completed asset dispositions -- both operating (primarily Vapor Corp.)
and miscellaneous non-operating -- have generated cash proceeds of $90 million and
pre-tax gains of $20 million, or about 40 percent of the cash cost of the restructuring.


Mr. Alfiero added, "Mark IV expects to meet analysts' earnings expectations for the year
($1.65 to $1.70 per fully-diluted share), before the restructuring charge and gains from
asset dispositions.


"The restructuring represents a major step forward in refocusing our operations to quickly
and efficiently meet changing customer and competitive demands, while enabling the
company to more fully employ its physical and human resources. It is essential that we
become the low-cost producer in our various markets, regardless of where in the world
we operate and whatever we manufacture. This restructuring effort continues our
commitment to achieve this goal."


Mark IV Industries, Inc., located in the Buffalo suburb of Amherst, New York,
manufactures power and fluid transfer systems and components for industrial and
automotive markets worldwide.


CONTACT: Mark IV Industries Inc. Sharlene Vogler (716) 689-4972




Court approves $195 million in interim financing


RICHMOND, Va.--Oct. 2, 1996--Best Products Co., Inc. (Nasdaq: BEST) today said the
United States Bankruptcy Court in Richmond, Va., has approved $195 million in interim
financing that will allow the company to resume normal operations.


The court's decision allows Best Products to use $195 million of the $250 million
unsecured debtor-in-possession facility the company has obtained from the CIT
Group/Business Credit, Inc. The facility includes a $100 sublimit for letters of credit. A
hearing to allow Best Products full use of the facility is scheduled for Oct. 10, 1996.


Chairman and Chief Executive Officer Daniel H. Levy said, "The approval of this interim
facility was necessary to provide our vendors with a greater level of confidence in their
relationships with Best Products. Now the company can resume normal operations and
proceed with maximizing our sales potential during the fall selling season."


Best Products, a specialty retailer offering category-dominant assortments of jewelry and
home furnishings, operates 169 Best stores in 23 states.


CONTACT: Best Products Investor Relations: Nora Crouch, (804) 261-2179 Media
Contact: Ross Richardson, (804) 261-2157




Members Committee, SWEPCO, Entergy Gulf States File Amended Reorganization Plan
for Cajun


DALLAS, TX--Oct. 2, 1996-- The Cajun Electric Members Committee, Southwestern
Electric Power Company (SWEPCO) and Entergy Gulf States, Inc. have filed an amended
reorganization plan for Cajun Electric Power Cooperative, Inc., in the U.S. Bankruptcy
Court for the Middle District of Louisiana (Case No. 94-11474).


The filing on Monday (Sept. 30) complies with a new schedule of proceedings, which set
a Sept. 30 deadline for filing amended plans, disclosure statements and related documents,
and a Dec. 16 date to begin confirmation hearings.


Under the amended plan and related documents: -- A SWEPCO subsidiary or affiliate will
acquire Cajun's non- nuclear assets for $780 million in cash. Up to an additional $20
million would be funded to pay certain other bankruptcy claims and expenses.


-- SWEPCO and the Members will enter into new 25-year power supply agreements
which provide the cooperatives with competitive wholesale rates starting at
approximately 3.74 cents per kilowatt- hour. The cooperatives also get the flexibility to
acquire additional power on the open market when their requirements exceed mutually
agreed upon levels of generating capacity available from SWEPCO.


"The Members/SWEPCO/Entergy Gulf States plan will provide significant rate relief to
the customers of the Cajun Member cooperatives across Louisiana, while maximizing
value to the estate," said Marvin McGregor, SWEPCO's Cajun Electric project manager.


"Higher rates proposed in other plans simply mean the cooperatives and their customers
will remain at a competitive disadvantage longer than necessary. The new power supply
agreements between the Members and SWEPCO will mean long-term stability and
increased competitiveness for the cooperatives," McGregor said.


In addition to spurring economic growth with competitive rates, the new agreements also
will give the cooperatives access to the open market for future power supply needs. "Other
bidders have proposed full-requirements contracts, making the cooperatives captive
customers for all future energy needs. SWEPCO and the Members have mutually agreed to
wholesale rates and market flexibility, which will increase the cooperatives'
competitiveness," McGregor said.


The Members/SWEPCO/Entergy Gulf States plan settles all claims and litigation in the
complex bankruptcy case, including potentially costly and protracted litigation over power
supply contract rights.


"We steadfastly maintain the existing contracts cannot be assumed by another party without
the Member cooperatives' consent," said David Kleiman, attorney for the Members
Committee. "However, the Members have chosen to negotiate new power supply
agreements with SWEPCO and present them as part of the reorganization plan. This would
render the contracts issue moot, and no other plan can bring that to the table," Kleiman
said.


McGregor said, "Bottom line, we can move forward with this plan now, without years of
litigation and delay. Cajun's largest creditor, the Rural Utilities Service, faces a loss of
several hundred million dollars in the value of the estate due to delays, plus a risky
nationwide precedent regarding the Members' power supply agreements. The
Members/SWEPCO/Entergy Gulf States plan gives the estate the opportunity to avoid the
costs of delay and receive substantial value immediately."


In addition, the competitive wholesale rates proposed in the plan mean it can be supported
by the Louisiana Public Service Commission, McGregor said.


The plan also incorporates the terms of a global settlement of issues related to Cajun
Electric's interest in the River Bend nuclear generating station.


SWEPCO is a wholly owned electric subsidiary of Central and South West Corporation
(NYSE: CSR). Entergy Gulf States, formerly known as Gulf States Utilities, is a wholly
owned subsidiary of Entergy Corporation (NYSE: ETR).


CONTACT: Cajun Electric Members Committee: Newman & Kleiman David Kleiman
and Dann Pecar, 317/632-3232 or Southwestern Electric Power Company Peter Main,
318/673-3530 or Scott McCloud, 318/673-3532 or Central and South West Corporation
Gerald Hunter, 214/777-1165