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/raid1/www/Hosts/bankrupt/TCR_Public/981103.MBXT R O U B L E D C O M P A N Y R E P O R T E R Tuesday, November 3, 1998, Vol. 2, No. 215 Headlines @BIGGER.NET: ICG NETCOM Tries To Lure Customers AHERF: Bankruptcy Litigation May Take Two or More Years ACME METALS: Trustee Names Creditor Panel AL TECH: Seeks Stay Bonus Compensation Program AMERICAN MOBILE SATELLITE: Third Quarter Results AUTOLEND GROUP: Files Quarterly Report With SEC CAJUN ELECTRIC: 5th Circuit Denies Re-Hearing CITYSCAPE FINANCIAL: Examiner Seeks Status Conference CRIIMI MAE: Yet Another Suit Filed FIRSTPLUS FINANCIAL: Milberg Weiss Files Class Action Suit HARRAH'S JAZZ: Bet Your Money On It IMARK TECHNOLOGIES: Files For Chapter 11 Reorganization KENETECH WINDPOWER: Disclosure Statement Approved LOGAN GENERAL: Safe From Receivership LONG TERM CREDIT BANK: Nationalization Approved LONG TERRM CREDIT BANK: Repays Affiliate's Debt To Bank PRESLEY COMPANIES: Required Offer To Purchase Senior Notes SUN TV: Committee Taps Pepper Hamilton THERMADYNE HOLDINGS: Stock is Delisted From Nasdaq VOICE POWERED TECH: Franklin Electronic Issued Stock WORK RECOVERY: Emerges With $2 Million Line of Credit ZIFF DAVIS: Securities Fraud Class Action Suit Filed Meetings, Conferences and Seminars ********* @BIGGER.NET: ICG NETCOM Tries To Lure Customers ----------------------------------------------- ICG Netcom (ICGX) has launched a campaign targeting 40,000 customers of @Bigger.net, a rival Internet access player. Netcom issued a statement saying that due to the recent Chapter 7 filing by @Bigger.net, that company's customers in California have received "intermittent" Internet access over the past several months. Netcom is offering them a first month of access free and a $60 discount on the first six months of service. (Copyright 1998 The Content Factory 10/30/98) AHERF: Bankruptcy Litigation May Take Two or More Years ------------------------------------------------------- Attorney Ann-Ellen Hornridge, who represents the controlling group of uninsured bondholders in the Allegheny Health, Education and Research Foundation (AHERF) bankruptcy, said the litigation relating to the eight hospitals and a university in the system could take two or more years, according to Reuters. She also said that the question of which contracts Tenet Healthcare Corp. will assume after the sale will drag on. She said that Tenet’s $345 million bid not allocate monies to specific facilities, so there will be fights among the hospital and university creditors. AHERF owes about $1.3 billion to creditors. (ABI 02-Nov-98) ACME METALS: Trustee Names Creditor Panel -------------------------------------------- The U.S. Trustee has appointed an official committee of Acme Metals Inc.'s unsecured creditors: indenture trustee Harris Trust & Savings Bank, Chicago; Alliance ITM High Yield Open Fund, New York, N.Y.; Interlake Corp., Lisle, Ill.; United Steelworkers of America, Pittsburgh; AK Steel Corp., Middletown, Ohio; ComEd, Chicago; and Cleveland Cliffs Iron Co., Cleveland, Ohio. (The Daily Bankruptcy Review and ABI Copyright c November 2, 1998) AL TECH: Seeks Stay Bonus Compensation Program ---------------------------------------------- AL Tech Specialty Steel Corporation, debtor is seeking an order authroizing and approving the implementation of a stay bonus compensation program and the assumption of ht eexisting severance policy for certain officers and employees of the debotr. The debtor has identified 49 "key employees" whom the debtor relies heavily on for making company-wide business decisions. Despite the debtor's strong performance over the past several months, nine of the key employees have either voluntarily resigned or taken early retirement. The debtor proposes to assume its severance policy, the aggregate exposure of which would be $127,117. The debtor also proposes to implement an incentive program whereby the debtor would pay bonus compensation to the debtor's senior management, which includes six "Officers." The total cost of the Bonus Compensation Program will be $83,358. AMERICAN MOBILE SATELLITE: Third Quarter Results ------------------------------------------------ American Mobile Satellite Corporation (NASDAQ: SKYC) reports to the SEC its announced financial results for its third quarter ended September 30, 1998. Net service revenues for the quarter increased to $17.7 million from $5.6 million for the same period in 1997, an increase of 216%. Total revenues, including equipment sales, were $21.8 million compared with $10.8 million in the third quarter of 1997, an increase of 102%. The company reported a third quarter EBITDA loss of ($8.5) million, compared to ($9.4) million in the third quarter of 1997 and a net loss of ($36.3) million, or $(1.14) per share, compared to ($26.3) million, or ($1.04) per share, in the prior year's third quarter. "During the third quarter, American Mobile achieved a significant milestone. Our customer base has surpassed 100,000 wireless communications users nationwide," said Gary Parsons, chairman and CEO, American Mobile. "The addition of roughly 10,000 new subscribers, combined with improved revenue and EBITDA trends, shows continued solid growth in American Mobile's core transportation and field service market segments." As announced separately, American Mobile reached agreement with Stratos Global Corporation making Stratos the exclusive distributor of American Mobile's maritime product to authorized dealers and existing Skycell customers. AmericanMobile will continue to offer capacity on a wholesale non-exclusive basis to other parties who serve the maritime market. As part of the agreement, Stratos will pay US $8.5 million for selected assets and contracts of American Mobile's maritime operation. Combining American Mobile's maritime efforts with those of Stratos is expected to provide improved focus and service to maritime customers, and an opportunity to more aggressively develop the maritime marketplace. Also, effective January 1, 1999, American Mobile announced that its president, Walt Purnell, would assume the added responsibilities of chief executive officer. Gary Parsons will continue as Chairman of the Board, overseeing mergers and acquisitions, strategic planning and American Mobile's investment in XM Satellite Radio, Inc. "This step is in recognition of Walt's excellent performance in integrating the two companies during this past year, and allows us to focus our executive attention on the strategic opportunities which are important to American Mobile's future." said Gary Parsons. American Mobile owns and operates an integrated terrestrial/satellite network and provides a wide range of mobile communication services, including digital voice dispatch, data communications, dual-mode mobile messaging, position reporting services, and satellite telephone to the continental U.S., Alaska, Hawaii, Puerto Rico, the Virgin Islands, and hundreds of miles of U.S. coastal waters. American Mobile services are used in the transportation, field service, maritime, two-way messaging and telemetry markets. The company's major shareholders include Hughes Communications, Inc., Motorola, Inc., Singapore Telecom, and AT&T Wireless Services. AUTOLEND GROUP: Files Quarterly Report With SEC ----------------------------------------------- AutoLend Group, Inc. filed a quarterly report with the SEC on FORM 10-Q for the quarterly period ended September 30, 1998. A full-text copy of the filing is available via the Internet at: http://www.sec.gov/Archives/edgar/data/ 0000930661-98-002209.txt CAJUN ELECTRIC: 5th Circuit Denies Re-Hearing --------------------------------------------- In a newswire report, The United States 5th Circuit Court of Appeals has rejected requests for rehearing of a decision that reinstated a Cajun Electric bankruptcy reorganization plan offered by Southwestern Electric Power Company and a group of Cajun's distribution cooperatives known as the Committee of Certain Members. Thursday, the court denied requests by the Cajun Electric trustee and others and by the Rural Utilities Service for a rehearing of an earlier decision in favor of SWEPCO and the Committee. In a unanimous decision issued Aug. 11, a three-judge panel of the 5th Circuit overturned a United States District Court ruling that disqualified the Joint Plan from competing in the Cajun Electric Chapter 11 bankruptcy reorganization process. The 5th Circuit said the District Court erred in reversing the United States Bankruptcy Court. The Bankruptcy Court, after a lengthy trial, originally had determined that financial assistance for legal fees from SWEPCO to its co-plan proponent, the Committee, did not constitute vote-buying and was completely legal. The Bankruptcy Court ruling followed an April 1997 motion by the trustee seeking to disqualify the Joint Plan and/or return the funds, claiming the assistance payment was an attempt to buy the seven cooperatives' votes as creditors and lock up their support for SWEPCO. "The 5th Circuit has again rejected efforts by the trustee and others to derail our Joint Plan over this false issue," said SWEPCO President Mike Madison. "This should help put the focus back on the real issue -- confirmation of a reorganization plan based on the merits of the two competing plans. That decision is in the hands of the U.S. Bankruptcy Court." John Sharp, local counsel for the Committee of Certain Members, said, "We hope that the 5th Circuit's ruling will put an end to what has been a foolish, misguided attempt to have the SWEPCO/Member plan thrown out. The trustee should accept the court's decision and stop wasting estate assets on further appeals." Sharp added, "The Committee reaffirms its support for the SWEPCO/Member plan with the belief that it provides the lowest rates to Louisiana ratepayers now and for the next 25 years." SWEPCO and the Committee have worked together since 1995 to develop a Joint Plan of reorganization and have been partners in pursuing their Joint Plan and related litigation in the Cajun Electric case since 1996. SWEPCO's bid for Cajun's non-nuclear assets is $940.5 million, and based on today's interest rates the bid is approximately $1 billion. "Our plan strikes a balance between fairness to creditors and savings of hundreds of millions of dollars for Louisiana ratepayers, compared to the trustee's plan," Madison said. The competing reorganization plan is offered by the Cajun Electric trustee, who backs Louisiana Generating LLC, a partnership of subsidiaries of Southern Energy, Inc., Northern States Power Co. and Zeigler Coal Holding Co. Enron Capital & Trade Resources withdrew from the bidding on Sept. 24. The plans are subject to confirmation by Bankruptcy Court and regulatory approvals. The Bankruptcy Court concluded confirmation hearings in May, received final briefs in July and can confirm a plan at any time. The bidders are seeking to acquire Cajun's non-nuclear assets and provide long- term wholesale electric power to Cajun's member distribution cooperatives. The Committee of Certain Members includes Beauregard Electric Cooperative, Inc., Dixie Electric Membership Corp., Jefferson Davis Electric Cooperative, Inc., Northeast Louisiana Power Cooperative, Inc., South Louisiana Electric Cooperative Association and Valley Electric Membership Corp. Although it has withdrawn from the Committee for financial reasons, Washington-St. Tammany Electric Cooperative, Inc. has notified the court of its continuing support of the SWEPCO/Committee plan. Claiborne Electric Cooperative, Inc. which is not a member of the committee, also supports the SWEPCO/Committee plan. Southwestern Electric Power Co., based in Shreveport, La., is a subsidiary of Central and South West Corp. (NYSE: CSR), a Dallas-based public utility holding company. CITYSCAPE FINANCIAL: Examiner's Motion For Status Conference ------------------------------------------------- In the case of Cityscape Financial Corp., and Cityscape Corp., debtors, the Examiner, Harrison J. Golding states that he hopes that a meaningful report can be filed by the November 9, 1998 deadline. The Examiner believes that the interviews with Canadian Imperial Bank of Commerce and Bear, Stearns & Co., Inc. regarding the short selling of debtors' common stock may hold up that deadline. The Examiner also requests that the court authorize an increase in the Examiner's budget to $275,000. In order to determine whether improper short selling was occurring the Examiner would have to conduct Rule 2004 examinations of persons who engaged in such trades and subpoena various institutions' short sales trading records for the period of time in question. This process would be time consuming. Also, it may be beyond the scope of the court's order. The Examiner states that he has before him no evidence of improper short selling, only the suspicions and theories voiced by certain of the parties interviewed by him in the course of his investigation and that no evidence has been developed, and no allegations have been made, of any short selling by the debtors' current or former officers and directors. The Examiner also states that even assuming that there was illegal short selling of the debtors' common stock, it is far from clear that the debtors could prevail in a damage claim against the short sellers in question. CRIIMI MAE: Yet Another Suit Filed ---------------------------------- Finkelstein, Thompson & Loughran gives notice that a Class Action Complaint was filed today in the United States District Court for the District of Maryland, alleging violations of the Securities Exchange Act of 1934. Plaintiff seeks to represent a class of persons who purchased the common stock of Criimi Mae, Inc. (NYSE: CMM) between June 30, 1998 and October 5, 1998, inclusive. The Complaint names certain of the Criimi Mae's officers and directors as defendants, alleging that these parties originated a series of materially misleading statements and omissions concerning the Company's business prospects and financial security. Specifically, the Complaint alleges that the defendants knew but failed to disclose that: 1) the Company had built a portfolio of $3 billion worth of CMBS (based on face value), backed by only about $500 million in capital, and saddled with $2 billion in short term loans from creditors; 2) the Company's CMBS portfolio was so dominated by non-investment grade CMBS that the Company's CMBS portfolio was highly illiquid, and therefore of an indeterminate and arbitrary value; 3) the Company's short term lenders were also frequent purchasers of CMBS, and as a result, the Company was at the mercy of the lenders' arbitrary valuation of the Company's CMBS portfolio while the lenders had a direct interest in minimizing the assigned valuation; 4) beginning in or about August of 1998, the Company's short term creditors had begun steadily tightening their loan requirements, thereby hitting CMM with wave after wave of "margin calls," wherein CMM was forced by lenders to pledge more capital as collateral; and 5) there was substantial doubt that the Company would be able to meet the lenders' collateral calls, and might thus be placed in default on the underlying loans. On October 5, 1998, CMM announced that it was filing for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code. Thereafter, trading of the Company's shares was halted. When trading resumed, the share prices plummeted, falling to levels below $2 per share -- down from a Class Period high of $14 15/16. FIRSTPLUS FINANCIAL: Milberg Weiss Files Class Action Suit ---------------------------------------------------------- Milberg Weiss announced that a securities fraud class action has been commenced in the U.S. District Court for the Northern District of Texas on behalf of all persons who purchased or otherwise acquired the publicly traded securities of FirstPlus Financial Group Inc. (NYSE:FP) between Jan. 22, 1998 and Oct. 1, 1998. The complaint charges FirstPlus and certain of its officers and directors with violations of the Securities Exchange Act of 1934. FirstPlus is a consumer finance company which makes loans to homeowners based on the value of their homes. FirstPlus pioneered the use of high-loan-to-value ("HLTV") loans, in which FirstPlus extends loans to customers in excess of the equity in their home. The complaint alleges that FirstPlus' claims of strong growth based upon its conservative accounting practices inflated the price of FirstPlus stock from its December 1997 low of $27 to a Class Period high of $54-7/8 on Apr. 14, 1998 and allowed defendant Daniel T. Phillips to obtain $50+ million from his 3.7 million FirstPlus shares during early 1998 by placing his FirstPlus shares into a family partnership and then obtaining margin loans collaterized solely by his FirstPlus shares. In this way, Phillips was able to obtain the benefits of selling his FirstPlus shares without alerting the investment community to his huge stock sales. The reinflation of FirstPlus shares was also instrumental to defendants' scheme in that it enabled FirstPlus to use its artificially inflated shares as currency which defendants planned to use to purchase other sources of revenue, including Life Financial Corp., which purchases were designed to enable FirstPlus to post the 1998 earnings growth claimed by defendants. Furthermore, in an effort to again reinflate FirstPlus' shares, defendants reassured investors that the company remained unaffected from the widespread problems in the specialty finance industry because of its strong internal controls and strategic planning. For example, defendants assured investors that FirstPlus was using "conservative" accounting practices and that its balance sheet remained strong. However, on Oct. 1, 1998, as the truth about FirstPlus' operations, impaired balance sheet and future prospects reached the market, FirstPlus' stock price fell by almost 40% to $5-3/4. Plaintiffs seek to recover damages on behalf of persons who purchased or otherwise acquired the publicly traded securities of FirstPlus during the Class Period. HARRAH'S JAZZ: Bet Your Money On It ----------------------------------- Harrah's Entertainment, Inc., (NYSE:HET) updated plans for the much anticipated new New Orleans land-based casino following the emergence of the project from federal bankruptcy protection. Under the consummated plan of reorganization, Harrah's Entertainment is initially a 44% minority partner in the casino owner, JCC Holding Company, a new public company which is the parent of Jazz Casino Company, LLC (JCC). A subsidiary of Harrah's Entertainment has been engaged by JCC as the casino management company. The casino will operate under the Harrah's brand name and is targeted to open by the end of October 1999. Total expenditures anticipated to complete the project from this day forward are estimated at approximately $213 million. Harrah's Entertainment's equity interest in the newly reorganized company will be $75 million in cash, $60 million of which has been funded to date through debtor-in- possession loans and, in addition, Harrah's Entertainment will guarantee $141.5 million of debt. Also, Harrah's Entertainment will guarantee a standby working capital loan of $25 million and provide a $22.5 million subordinated loan to the project. Harrah's Entertainment will have a further guarantee of the $100 million annual payment to the state for the first 365 days of operations. The guarantee to the state renews year by year for each fiscal year ending March 31 until March 31, 2004, subject to certain renewal conditions. This $100 million is effectively reduced by 1/365th with each daily payment to the state during each year, and therefore the potential liability is reduced with each daily payment. Other funding necessary to complete the project is primarily provided by banks and underwriters and is not guaranteed by Harrah's Entertainment. The plan also includes full releases of litigation claims by the parties involved in the project. The former bondholders for the project, whose $435 million in bonds have been exchanged for 52% in equity in JCC Holding Company plus $187.5 million in debt, hold majority ownership in the project. Harrah's Entertainment will receive a base management fee of 3% of revenues and an incentive management fee of 7% of EBITDA in excess of $75 million, in addition to fees for providing the $100 million guarantee and credit support for the bank facility and any benefits associated with its equity investment. "We now begin a new day for the Harrah's New Orleans Casino. Harrah's Entertainment has confidence that Harrah's New Orleans Casino will be a success for many reasons," Satre stated. Satre outlined the following favorable developments that will enhance the performance and prospects for the new casino: "The temporary casino that closed three years ago was in a remodeled municipal auditorium outside of the tourist district. The new casino is purposely built as a casino in an entirely different and more attractive location in the heart of the tourism district bounded by the French Quarter, the convention center and riverfront attractions." IMARK TECHNOLOGIES: Files For Chapter 11 Reorganization ------------------------------------------------------- Imark Technologies, Inc. "The Information Commerce Company(TM), " announced that it has filed for reorganization under Chapter 11 of the Federal bankruptcy law. International Advance has agreed to provide DIP financing to fund the reorganization. Further details of the reorganization plan will made available in public documents and in future announcements. Imark also announces that it has been notified by Nasdaq that it no longer qualifies for listing on the Nasdaq stock market and has been delisted. KENETECH WINDPOWER: Disclosure Statement Approved ------------------------------------------------- The U.S. Bankruptcy Court in Oakland, Calif., has approved the disclosure statement for the amended liquidating plan that Kenetech Windpower Inc. proposed jointly with its creditors' committee, and set a Jan. 6 confirmation hearing. The court also approved the windplant settlement on which the plan is premised. The settlement provides that the various partners in and lenders of the company's windpower facilities will have their interests classified as allowed Class 5 unsecured claims and settles them for the lesser of the total amount of the other Class 5 allowed claims or $134 million, subject to certain conditions. The parties amended the plan and disclosure statement on Oct. 22 to, among other things, push back from Dec. 23 to Jan. 29 the confirmation deadline on which the settlement is conditioned. (The Daily Bankruptcy Review and ABI Copyright c November 2, 1998) LOGAN GENERAL: Safe From Receivership ------------------------------------- Logan General Hospital remains safe from receivership while it wades through bankruptcy court, a federal judge said Wednesday. U.S. District Judge John T. Copenhaver Jr. placed in legal limbo a creditor's quest to arrange a court-ordered takeover of the 132-bed hospital. Copenhaver said the hospital apparently cannot be pulled out of bankruptcy court, where it sought refuge from the efforts of The Bank of New York last week. Copenhaver also declined to dismiss the bank's receivership request, instead placing the case on his inactive court calendar and setting its next hearing for Jan. 22. "Let's see where we are with this in three months," Copenhaver said. The bank requested receivership, or a court-ordered takeover of Logan General, in June after it began overseeing a $31.4 million hospital bond issue. The hospital missed payments on the bond and wrongly diverted $29.5 million to a shopping mall project, the bank alleged. As a major creditor of Logan General, the bank continues to press for a takeover of the hospital in bankruptcy court, where the hospital filed under Chapter 11 reorganization last week. Chapter 11 rules allow a creditor to request that a trustee take over a debtor's affairs. Judge Charles H. Haden II concluded earlier this month that Logan General should be placed into receivership, then stepped down from the case before actually appointing a receiver. A group of hospital employees had raised the appearance of a conflict of interest in a letter to the judge, noting that his son-in-law was Logan General's bankruptcy lawyer. Copenhaver noted that the law involved is less than crystal clear, as it involves a non-profit hospital unwilling to surrender control. "A non-profit cannot be compelled to involuntarily submit to bankruptcy," the judge said at one point. "Once in, does that change?" Logan General, which employs nearly 800 people, reported $63 million in debts and $78 million in assets in its bankruptcy filing, while maintaining that it lacked the cash assets to pay its debts. Those debts include federal and state back taxes, payments on its employee benefit plans and similar liabilities. Pearson is scheduled to consider the trustee question at a hearing next month.(Copyright Charleston Gazette - 10/29/98) LONG TERM CREDIT BANK: Nationalization Approved ----------------------------------------------- The government on Friday {23rd October} approved an application by the Long-Term Credit Bank of Japan (LTCB) to nationalize the bank to avoid severing credit lines to its long- time corporate borrowers and avert defaulting on its obligations to creditors. Following LTCB's application earlier in the day, Prime Minister Keizo Obuchi gave the approval, government officials said. Obuchi is empowered under a new law to determine how to handle failed or failing banks until an independent panel is formed in December. LTCB became the first bank to be nationalized in Japan after World War 2. In an immediate response to the application, the government issued a statement in which it vowed to "guarantee a full refund of LTCB's liabilities, such as deposits, bank debentures and derivatives financial contracts". As of 31st March, the bank had more than 11 trillion yen worth of outstanding debentures - LTCB's key fund- raising tool. The refund guarantee is aimed at calming jittery investors who otherwise might have dumped the debentures. The government also renewed its long-time vow to guarantee a full refund of deposits, debentures and other liabilities at all financial institutions to prevent the news of the LTCB nationalization from aggravating the instability in financial markets. The government said in the statement it wants financial market players to choose a "sensible course of action," an apparent reference to the need to refrain from aggravating the credit squeeze in such vital markets as the inter- bank market where financial institutions lend to each other. The Bank of Japan (BOJ) is determined to provide ample liquidity to LTCB, whose asset quality has been eroded by heaps of bad loans and large prospective losses contained in the loan portfolio, BOJ officials said. The BOJ has told central banks in major industrialized countries that Japan is determined not to allow a nationalized LTCB to default on its obligations to any investors or creditor financial institutions, they said...(Copyright 1998 BBC Asia PacPolitical-10/23/98) LONG TERRM CREDIT BANK: Repays Affiliate's Debt To Bank ------------------------------------------------------- The Long-Term Credit Bank of Japan (LTCB) signed a preliminary contract to guarantee most of 134 billion yen owed by its affiliate, Japan Leasing Corp., to Norinchukin Bank without detailing it in its mandated financial report for the year ended March 31, financial sources said Monday. LTCB inked the contract in January at the request of Norinchukin Bank, the central bank for agricultural and forestry financial cooperatives, due to jitters over the financial health of Japan Leasing, they said. LTCB repaid the debts, excluding those backed by collateral, to Norinchukin Bank, because Japan Leasing filed for court protection from its creditors last September, the sources said. A loan guarantee is required to be disclosed in a mandated financial report, but a preliminary contract to guarantee loan repayments whenever necessary is not. But one source said, "LTCB should have disclosed what it did at least when it carried out its promise and repaid the debts." LTCB also made a similar promise to Tokai Bank over parts of debt owed by Japan Leasing, the sources said. Tokai Bank had outstanding loans of 45.8 billion yen to Japan Leasing at the end of August. The Financial Supervisory Agency is trying to determine whether the Norinchukin Bank case is dealt with appropriately while liaising with the Securities and Exchange Surveillance Commission, the sources said. The agency found such loan-guarantee promises during its inspection of LTCB, the sources said. The government put LTCB under temporary state control last month under new banking legislation that allows it to nationalize a failed or financially troubled bank to avert a default on its obligations to creditors. LTCB is the first bank to be nationalized in postwar Japan. (Kyodo News; 11/01/98) PRESLEY COMPANIES: Required Offer To Purchase Senior Notes ---------------------------------------------------------- The Presley Companies report to the SEC in a form 8K filed on October 28, 1998 that Section 4.09 of the Indenture dated as of June 29, 1994 covering the 12 1/2% Senior Notes due July 1, 2001 of The Presley Companies provides that if Presley's Consolidated Tangible Net Worth is below $60,000,000 for two consecutive fiscal quarters, Presley is required to offer to purchase $20,000,000 principal amount of Senior Notes. Presley's Consolidated Tangible Net Worth was below $60,000,000 at the end of each of its fiscal quarters ended June 30, 1998 and September 30, 1998. Presley acquired $20,000,000 principal amount of Senior Notes on October 26, 1998 in satisfaction of its above-described obligations under Section 4.09 of the Indenture, and those Senior Notes have been surrendered to the Trustee under the Indenture for cancellation. The Company will recognize a net gain from the purchase of approximately $1,366,000 after giving effect to income taxes and amortization of related deferred loan costs. Such gain will be reflected in the Company's results of operations for the quarter ending December 31, 1998. After the above described transactions, a total of $140,000,000 of Senior Notes remains outstanding. If Presley's Consolidated Tangible Net Worth is below $60,000,000 at the end of its two fiscal quarters ended December 31, 1998 and March 31, 1999, Presley would again be required to offer to purchase up to $20,000,000 of its outstanding Senior Notes in accordance with the provisions of Section 4.09 of the Indenture. Although it has no definitive program to purchase outstanding Senior Notes, Presley may make such purchases from time to time, even if not required by provisions of the Indenture, if management believes such purchases are in the Company's best interest. SUN TV: Committee Taps Pepper Hamilton -------------------------------------- The Committee of Unsecured Creditors appointed in the Chapter 11 cases of Sun TV and Appliances, Inc. and Sun Televison and Appliances, Inc. is seeking approval of the appointment and retention of Pepper Hamilton LLP ("Pepper") as co-counsel for the Committee. The services that Pepper will render include: Attending hearings pertaining to the case. Reviewing applications and motions filed in connection with the case. Communicating with Otterbourg, the Committee's lead counsel, as necessary Communicating with and advising the Committee and periodically attending meetings of the Committee as necessary Providing expertise with respect the proceedings and procedural rules and regulations applicable to the cases Performing all other services for the Committee that are necessary for its co-counsel to perform in the cases. The hourly rate for attorneys and paralegals of Pepper who will be working on the case range from $105 per hour to $290 per hour. THERMADYNE HOLDINGS: Stock is Delisted From Nasdaq -------------------------------------------------- Thermadyne Holdings Corporation reports to the SEC on October 16, 1998 that as a result of the decreased holdings by the public resulting from the May 22, 1998 merger of Thermadyne Holdings Corporation with Mercury Acquisition Corporation, a Delaware corporation and an affiliate of DLJ Merchant Banking Partners II, L.P., on May 26, 1998, the Nasdaq Stock Market, Inc. determined that the Company no longer met the requirements for continued listing on the Nasdaq National Market. As a result, Nasdaq advised the Company that the Company's Common Stock was delisted effective on the close of business on October 16, 1998. On October 16, 1998, the Company issued a press release announcing the delisting of the Company's Common Stock. Thermadyne, headquartered in St. Louis, is a multinational manufacturer of cutting and welding equipment. VOICE POWERED TECH: Franklin Electronic Issued Stock ---------------------------------------------------- Voice Powered Technology International, Inc. (the "Issuer") reports to the SEC that effective as of May 12, 1998, pursuant to an Amended Disclosure Statement and Plan of Reorganization which was filed by Voice Powered Technology International, Inc. and Franklin Electronic Publishers, Incorporated with the United States Bankruptcy Court for the Central District of California under the provisions of Chapter 11 of the Bankruptcy Code, Franklin Electronic Publishers, Incorporated was issued 72,196,288 shares of the Issuer's Common Stock in exchange for Franklin Electronic's pre-petition secured claim in the amount of $1,733,990. The Shares were acquired in accordance with the provisions of the Plan. As of the date of this filing, Franklin Electronic owns beneficially 74,196,288 shares of Common Stock, or approximately 82.2% of the outstanding Common Stock, based on 90,245,360 shares of Common Stock outstanding as reported by the Issuer in its Quarterly Report filed with the Securities and Exchange Commission on August 19, 1998. WORK RECOVERY: Emerges With $2 Million Line of Credit ----------------------------------------------------- Subsequent to emerging from bankruptcy, the Company received a total of $2,000,000 from a $2,000,000 line of credit from Allsup Inc. and Quest Trading, Inc. The loan was secured by a security interest in all of the Company's personal property including its intellectual property. The Lenders previously extended the loan maturity date from December 31, 1997 to April 16, 1998 and then to May 15, 1998. The Company subsequently received a notice of default from the Lenders and agreed to convey all of the Collateral to the Lenders as of August 1, 1998 if the Company's efforts to obtain additional investment capital were not met by that date. Additional investment capital was not secured and accordingly, the Company conveyed all of the Collateral to the Lenders. The Company then terminated its remaining employees and ceased doing business.(States SEC-10/30/98) ZIFF DAVIS: Securities Fraud Class Action Suit Filed ---------------------------------------------------- A securities fraud class action lawsuit was filed on October 9, 1998 in the United States District Court for the Southern District of New York, on behalf of all persons who purchased the common stock of Ziff-Davis Inc. (NYSE: ZD) between April 29, 1998 and October 8, 1998 inclusive. The complaint alleges that Ziff-Davis, as well as certain officers and directors of the Company, violated Sections 11, 12(a)(2) and 15 of the Securities Act of 1933. On April 29, 1998 Ziff-Davis sold 25,800,000 shares of stock at $15.50 per share reaping $399,900,000. On October 8, 1998, Ziff-Davis announced in a press release over PR Newswire that it would conduct a "company-wide restructuring" which would result in a $50-60 million charge against its earnings and that it would discontinue three of its publications. Upon this announcement the price of Ziff-Davis common stock collapsed in price to $4.0625, a decline of 73% from its offering price. Meetings, Conferences and Seminars ---------------------------------- November 9-10, 1998 RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC. Conference on Corporate Restructurings: Asia Indonesia * Thailand * South Korea The Radisson Empire Hotel, New York, New York Contact: 1-903-592-5169 or ram@ballistic.com November 17-18, 1998 AIC WORLDWIDE Retail Credit Card Management & Collections Chicago Hilton & Towers, Chicago, Illinois Contact: 1-212-714-1444 November 20-23, 1998 COMMERCIAL LAW LEAGUE OF AMERICA 78th Eastern District Meeting New York Marriott World Trade Center, New York City Contact: Warren Pinchuck, New Hyde Park, New York November 30-December 1, 1998 RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC. Distressed Investing '98 The Plaza Hotel, New York, New York Contact: 1-903-592-5169 or ram@ballistic.com December 3-5, 1998 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Westin La Paloma, Tuscon, Arizona Contact: 1-703-739-0800 December 10-12, 1998 THE AMERICAN LAW INSTITUTE-AMERICAN BAR ASSOCIATION The Emerged & Emerging New Uniform Commercial Code Sheraton New York Hotel, New York City Contact: 1-800-CLE-NEWS January 28-February 1, 1999 COMMERCIAL LAW LEAGUE OF AMERICA 38th Annual Southern District Meeting Royal Sonesta Hotel, New Orleans, Louisiana Contact: 1-423-971-1551 February 18-21, 1999 COMMERICAL LAW LEAGUE OF AMERICA Annual Western District Meeting Monte Carlo Hotel & Casino Resort, Las Vegas, Nevada Contact: 1-702-382-9558 Febraury 28-March 3, 1998 NORTON INSTITUTES ON BANKRUPTCY LAW Norton Bankruptcy Institute I Olympic Park Hotel, Park City, Utah Contact: 1-770-535-7722 March 18-21, 1998 NORTON INSTUTUTES ON BANKRUPTCY LAW Norton Bankruptcy Litigation Institute II Flamingo Hilton Hotel, Las Vegas, Nevada Contact: 1-771-535-7722 April 26-27, 1999 RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC. Bankruptcy Sales, Mergers & Acquisitions The Mark Hopkins, San Francisco, California Contact: 1-903-592-5169 or ram@ballistic.com April 28-30, 1999 INTERNATIONAL FEDERATION OF INSOLVENCY PROFESSIONALS INSOL Bermuda '99 Conference of the Americas Castle Harbour Marriott Resort Contact: INSOL@weil.com The Meetings, Conferences and Seminars column appears in the TCR each Tuesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. *********** The Meetings, Conferences and Seminars column appears in the TCR each Tuesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. Bond pricing, appearing each Friday, is supplied by DLS Capital Partners, Dallas, Texas. S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter, co- published by Bankruptcy Creditors' Service, Inc., Princeton, NJ, and Beard Group, Inc., Washington, DC. Debra Brennan and Lexy Mueller, Editors. Copyright 1998. All rights reserved. ISSN 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $575 for six months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 301/951-6400. * * * End of Transmission * * *