Piedmont Mining Company Completes Private Placement Of Common Stock And
Convertible Notes And Payment Of Arbitration Judgment
CHARLOTTE, N.C., Dec. 27, 1996 - Piedmont Mining Company, Inc. (OTC-Bulletin
Board: PIED) today announced that it has issued and sold 1,525,000 shares of its common
stock at $.40 per share in a private placement to accredited investors and has also issued
and sold $240,000 of convertible notes to members of its Board of Directors. The
convertible notes mature June 30, 1997 and are convertible into common stock at $.40 per
share after March 31, 1997. Piedmont's common stock was quoted on the Nasdaq Bulletin
Board at $.281 bid and $.375 asked at the time the issuance of the convertible notes was
Piedmont used a portion of the proceeds from the issuance of the convertible notes,
together with other available funds, to pay off in full the $1.37 million judgment on an
arbitration award in favor of an Amax Gold Inc. (NYSE: AU) subsidiary entered against
the Company in August 1996. Piedmont is currently appealing the arbitration award and
judgment and is separately pursuing its claims against Amax Gold and certain of its
subsidiaries relating to the Haile Mining Venture. Piedmont had previously sought
protection under Chapter 11 of the U.S. Bankruptcy Act, but its Chapter 11 petition was
dismissed on October 30, 1996. Following such dismissal, Piedmont sold its remaining
192,300 shares of Amax Gold Common Stock, which it had acquired in connection with
the formation of the Haile Mining Venture, and applied the proceeds to payment of the
A trial date for the suit in U.S. District Court for South Carolina by Piedmont's subsidiary
against Amax Gold for tortious interference is currently anticipated for early 1997. Amax
Gold's motion for summary judgment in such action is currently pending.
Piedmont will use the proceeds from the private placement of common stock and the
remaining proceeds from the sale of the convertible notes for working capital purposes
and to fund the costs of its litigation against Amax Gold.
SOURCE Piedmont Mining Company, Inc. /CONTACT: Robert M. Shields, Jr., Piedmont
Mining Company, Inc., New York Office, 212-355-1400/
Class Action Suit Filed Against Access HealthNet, Inc., Its Officers, Directors,
Accountants and Lawyers Alleging Misrepresentations, False Financial Statements and
SAN DIEGO, CA --Dec. 27, 1996--An individual and class action has been commenced
in the United States District Court for the Central District of California by plaintiffs Peter
Kalmus, Leslie Rubell, Volunteer Limited Partnership, Hinton Family Revocable Living
Trust, William Hirschberg & Elisa Hirschberg, Sigma Pairs, Jerry Karel, Karel Private
Managers Fund Series TE, Karel Private Managers Fund, Western Hospital Corp.
Retirement Trust, Access Self Liquidating Trust, Collins Group Trust III, Compass Series
E, Renaud Anselin, The Charles Talbot Fund, Michael B. Targoff, on behalf of purchasers
of Access HealthNet, Inc. ("Access HealthNet") common stock during the period January
25, 1995 to December 29, 1995.
This action involves a course of conduct by Access HealthNet insiders, officers and
directors of the Company and the Company's auditors and United States Securities and
Exchange Commission counsel that was designed to and did defraud those who purchased
Access HealthNet securities during the Class Period, in violation of the federal securities
laws. The Complaint alleges that defendants used manipulative devices and disseminated
false financial statements and other false and misleading information about Access
HealthNet's business, all of which was designed to and did: (a) artificially inflate the
price of Access HealthNet securities during the Class Period; (b) induce investors to
purchase shares of Access HealthNet stock; (c) allow certain defendants to sell or offer to
sell millions of dollars of their own Access HealthNet shares at artificially inflated levels;
and (d) allow defendants to sell or offer to sell millions of dollars of Access HealthNet
securities to private investors in various private placement transactions. Not until
December 29, 1995, did the true extent of defendants' wrongful conduct become apparent,
since on that date Access HealthNet announced that it would liquidate pursuant to Chapter
7 of the Federal Bankruptcy Code. Access HealthNet remains in bankruptcy through the
Plaintiffs seek to recover damages on behalf of all purchasers of Access HealthNet
common stock during the Class Period (the "Class"). They are represented by several law
firms, including Milberg Weiss Bershad Hynes & Lerach LLP, who have expertise in
prosecuting investor class actions and extensive experience in actions involving financial
Milberg Weiss has been actively engaged in commercial litigation, emphasizing securities
and antitrust class actions, for more than 20 years. The firm has offices in New York, San
Diego, San Francisco and Los Angeles and is active in major litigation pending in federal
and state courts throughout the United States. The firm's reputation for excellence has been
recognized on repeated occasions by courts which have appointed the firm to major
positions in complex multi-district or consolidated litigations. Milberg Weiss has taken a
lead role in numerous important actions on behalf of defrauded investors, and has been
responsible for a number of outstanding recoveries which, in the aggregate, total
approximately $2 billion. For additional information about Milberg Weiss, see the firm's
website at http://www.milberg.com.
If you are a member of the Class described above, you may, no later than 60 days from
today, move the Court to serve as lead plaintiff of the Class, if you so choose. In order to
serve as lead plaintiff, however, you must meet certain legal requirements. If you wish to
discuss this action or have any questions concerning this notice or your rights or interests,
please contact plaintiffs' counsel, William Lerach or Patrick J. Coughlin of Milberg Weiss
CONTACT: Milberg Weiss William Lerach or Patrick J. Coughlin, 800/348-6192
Marvel Holding Companies File Voluntary Chapter 11 Petitions
NEW YORK, NY -- Dec. 27, 1996 - Marvel Holdings, Marvel (Parent) Holdings, and
Marvel III Holdings announced today that they filed voluntary petitions for reorganization
under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District
of Delaware in Wilmington. The three holding companies own approximately 80.2 million
shares of Marvel Entertainment Group, Inc. (NYSE: MRV) common stock.
SOURCE Marvel Holdings /CONTACT: Michael Freitag of Kekst and Company,
Court Approves Initial Portion of Marvel's Interim Financing; Allows Company to Pay All
NEW YORK, NY - Dec. 27, 1996 - Marvel Entertainment Group, Inc. (NYSE: MRV)
today announced that following the Company's filing of a voluntary chapter 11 petition this
morning, the U.S. Bankruptcy Court for the District of Delaware in Wilmington has
approved Marvel's request to have access to an initial portion of the $100 million
debtor-in-possession (DIP) financing committed by Chase Manhattan Bank. The Court also
approved several other "first-day orders" which, among other things, allow Marvel to
continue providing salaries, wages and benefits to all of its employees and independent
contractors; to pay all of its bills, including those submitted prior to the filing, on time and
in full; and to continue funding Marvel's new business initiatives.
"We are pleased that the court has approved all these motions, which will ensure that we
can continue all business operations without interruption," said Scott Sassa, Chairman and
Chief Executive Officer of Marvel. "By receiving immediate access to a portion of the
$100 million Chase financing, we are assured of sufficient liquidity as we continue our
initiatives aimed at returning the Company to sustained profitability."
A hearing for final court approval of the entire $100 million DIP facility has been
scheduled for January 22, 1997.
SOURCE Marvel Entertainment Group, Inc. - /CONTACT: Gary Fishman, for Marvel
Investor Relations, 212-685-6890/
High River Limited Partnership Comments on today's Chapter 11 Filing of Marvel
Entertainment Group, Inc.
NEW YORK, NY - Dec. 27, 1996 - Carl Icahn of High River Limited Partnership made
the following statement today:
"We find it unconscionable that the Andrews Group Inc., which controls Marvel (NYSE:
MRV), should attempt to use the bankruptcy process to wipe out its shareholders and its
public bondholders from whom it borrowed over $800 million in good faith only a few
We find it especially reprehensible that Marvel has adopted this course, and completely
ignored a far more equitable alternative that had been presented and remains available.
It is patently clear that Ron Perelman has adopted this course to realize a windfall profit
for himself at the expense of those to whom he owes a fiduciary responsibility.
SOURCE High River Limited Partnership /CONTACT: Silvia Herrschaft of Icahn & Co.,
Marvel Entertainment Group Files Voluntary Chapter 11 Petition to Implement Financial
NEW YORK, NY - Dec. 27, 1996 - Marvel Entertainment Group, Inc. (NYSE: MRV)
today announced that, in order to implement a proposed $525 million recapitalization that
will enable Marvel to pursue its new strategic initiatives and achieve sustained
profitability, Marvel has filed a voluntary petition for reorganization in the U.S.
Bankruptcy Court for the District of Delaware in Wilmington. The filing will ensure that
Marvel can continue all business operations without interruption while it obtains
necessary approvals of its financial restructuring plan.
The filing was necessitated by the failure of the holders of bonds issued by Marvel's
holding companies to reach agreement regarding any alternative plans for the Company's
future. As a result of today's petition, Marvel will be able to avail itself of the orderly
processes of the court to complete the reorganization and move forward without the
necessity of bondholder consent. Holders of Marvel holding company bonds were asked
more than a month ago to support Marvel's plan by waiving certain restrictions contained
in the bonds. However, the failure to reach agreement with bondholders, many of whom
are so- called "vulture investors" who recently accumulated the bonds, delayed Marvel
from moving forward with its plan in a timely fashion.
"We would have preferred to re-capitalize Marvel without having to seek the aid of the
court, but the actions and positions taken by the bondholders prevented that approach,"
said Scott Sassa, Chairman and CEO of Marvel. "The key to putting Marvel on track for a
dynamic and profitable future is a quick resolution to this situation, and we want to get on
"We are taking steps that are not typical in this situation," said Mr. Sassa. "We intend to
pay all of our bills, including those submitted prior to the filing, on time and in full, and
maintain normal credit terms with our suppliers and licensors. We expect to continue
doing business with our customers and licensees under normal business terms. We will
fund and move forward with all of our new strategic investments, and employees will be
paid in full and on time. We will gain a valuable new asset in Toy Biz, Inc. and new funds
that will allow us to face the future with strength and confidence."
"The recapitalization plan represents a strong vote of confidence by our principal
shareholder and lender group in the fundamental strength and promise of the Marvel brand,
our creative properties, business partners, licensing relationships, and strategic
initiatives," said Mr. Sassa. Marvel's strategic investment program includes Marvel
Studios' development of television and film properties, Marvel Mania theme restaurants,
Marvel Interactive software and Fleer/SkyBox trading card initiatives.
Under the proposed financial restructuring plan, Andrews Group Incorporated will invest
$365 million in new equity in Marvel, allowing Marvel to make Toy Biz, Inc. a
wholly-owned subsidiary of Marvel. In turn, Marvel's lender group has agreed to provide
$160 million in new funds to finance Marvel's new strategic investment program and
working capital requirements. Marvel's Board of Directors has approved this proposed
In conjunction with the chapter 11 filing, a bank group led by Chase Manhattan Bank has
agreed to provide Marvel with $100 million of debtor-in- possession (DIP) financing.
Upon court approval, which is expected shortly, this DIP financing will ensure that Marvel
has sufficient liquidity to pay all current and expected trade and employee obligations and
to meet all of its operating and investment needs during the reorganization process. Marvel
expects the reorganization to be completed within a few months, although there can be no
assurance that such reorganization will be consummated.
In addition to Marvel, the companies engaged in the publishing, licensing, distribution and
trading card businesses of Marvel have filed voluntary chapter 11 petitions today.
Marvel's filing does not include Marvel's Panini subsidiary, which is headquartered in
Italy. Panini has had an operating profit each year since its acquisition by Marvel and will
continue to operate independently and unaffected by today's filing. The filing also does not
include Marvel's Restaurant Ventures affiliate.
Toy Biz, Inc. continues as an independent, publicly traded, New York Stock Exchange
listed company and its operations are unaffected by today's filing.
SOURCE Marvel Entertainment Group, Inc. /CONTACT: Gary Fishman, for Marvel
Investor Relations, 212-685-6890/