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/raid1/www/Hosts/bankrupt/TCR_Public/981130.MBXT R O U B L E D C O M P A N Y R E P O R T E R Monday, November 30, 1998, Vol. 2, No. 233 Headlines ACME STEEL: Committee Seeks Cash Management ADVANCED FINANCIAL: Joint Plan confirmed ALLIANCE ENTERTAINMENT: Concord's Hearing Postponed AMES: In Strong Position For Acquisition of Hills BRADLEES: Reports Third Quarter Results BROOKE GROUP: Says, Again, Liggett Contemplates Bankruptcy BRUNO'S: No Explanation For Increased Trading CENTENNIAL COAL: Taps Deloitte & Touche CENTENNIAL COAL: Committee Taps Arthur Andersen CHASTAIN CAPITAL: Liquidity Facilities Carry Firm into 1999 CITYSCAPE FINANCIAL: Ugly October 6 Balance Sheet COUNTRY STAR: A Little More Money is All They Need CROWN BOOKS: Seeks Returns and Vendor Financing ELDER BEERMAN: Elder-Beerman Profits Total $1.8M in 3Q EUROWEB INTERNATIONAL: Says Cash Sufficient Through 1998 GREATE BAY CASINO: Reports Third Quarter Results HARVARD INDUSTRIES: Emerges From Chapter 11 INTEGRATED MEDICAL: 3Q Losses Push Company into Chapter 11 INTEGRATED PACKAGING: Excess Capacity Takes its Toll LEVITZ FURNITURE: Exclusivity Extended LEVITZ FURNITURE: Second Quarter Results Announced LIVENT INC: Two Step Down From Livent Board MANHATTAN BAGEL: New World Reports Closing Acquisition NATIONAL AUTO: Faces De-Listing ONEITA INDUSTRIES: Seeks Extension of Exclusivity PAXSON COMMUNICATIONS: Losses Mount in Third Quarter SANTA FE GAMING: Possibly Heading For Bankruptcy STORM TECHNOLOGY: Converts Chapter 11 Case to Chapter 7 THE PHARMACY FUND: Applies To Make Direct Payments WSR CORPORATION: Order Approves Trade Credit Facility WANG LABORATORIES: Third Quarter Results WELLCARE MANAGEMENT: Financial Deterioration Continues WIRELESS ONE: Third Quarter Losses Disclosed ********* ACME STEEL: Committee Seeks Cash Management ------------------------------------------- The Unofficial Committee of Alpha Tube Creditors filed a motion for a modified order regarding cash management. Alpha Tube corporation is an affiliated debtor and subsidiary company of Acme Metals Incorporated, debtor. The Alpha Tube Creditors state in their motion that Alpha tube's inventory and accounts receivable were unencumbered by liens or security interests at the time of the commencement of this case. The only security interest granted in those assets subsequent to the commencement of this case is that given to BankAmerica Business Credit under the interim Debtor In Possession financing order. The Alpha Tube Creditors believe that certain characteristics of the Cash Management Procedures are inappropriate and contrary to the Bankruptcy Code as they permit impermissible transfers of assets from Alpha Tube to its parent, Acme. Those procedures include: a) Acme "sweeps" the deposits in the Alpha Tube Account on a daily basis via automatic transfer. The cash in the Alpha Tube account is commingled with cash received by all of the debtors. The account is the property of Acme and is subject to the claims of the creditors, both pre- petition and post-petition. Acme does not hold the funds received from Alpha Tube in a distinct or special account. b) As a result of the transfers from Alpha Tube to Acme, the intercompany account showing the liability of Acme to Alpha Tube has increased from $3.9 million in September, 1998 to approximately $4.9 million in October. The amount due to Alpha Tube from Acme was reduced on Alpha's books by over $2.5 million in June by the mechanism of debt forgiveness booked as a dividend. c) Acme plans to continue to operate its steel manufacturing segment. That segment's out of pocket cash losses are estimated to exceed its cash receipts by nearly $20 million over the next few months. The cash provided by Alpha Tube will be used by Acme to cover this operating loss. In addition, the Alpha Tube Creditors believe that despite the current projections, Acme shows no draw under the DIP line of credit until April 1999, when Acme plans to make an initial disbursement of approximately $7 million from the DIP facility as adequate protection payments to Acme's secured lenders. The creditors request that the court direct Acme to maintain the cash receipts from the operations of Alpha Tube in a separately identified special account for the benefit of Alpha Tube and that it refrain from transferring funds from that account for any purpose other than the business of Alpha Tube. The creditors object to the use of Alpha Tube's cash by its affiliates to fund their operations since such usage constitutes unsecured lending that is unlikely to be repaid. ADVANCED FINANCIAL: Joint Plan confirmed ---------------------------------------- In a press release dated October 5, 1998, Advanced Financial Inc. and its wholly owned subsidiary, AFI Mortgage Corp., announced that the U.S. Bankruptcy Court for the District of Kansas confirmed their joint plan of reorganization on September 30, 1998. On November 13, 1998, the United States Bankruptcy Court for the District of Kansas entered an order confirming the First Amended Joint Plan of Reorganization dated July 29, 1998 of Advanced Financial, Inc. and its wholly-owned subsidiary, AFI Mortgage, Corp. (States SEC; 11/25/98) ALLIANCE ENTERTAINMENT: Concord's Hearing Postponed --------------------------------------------------- The hearing to consider approval of the Disclosure Statement for the Plan of Reorganization for Concord Records, Inc. has been adjourned from November 24, 1998 to December 22, 1998 before the Honorable Burton R. Lifland, United States Bankruptcy Judge, in room 623 of the US Bankruptcy Court, Alexander Hamilton United States Customs House, One Bowling Green, New York, NY. AMES: In Strong Position For Acquisition of Hills ------------------------------------------------- The Worcester Telegram & Gazette reports on November 27, 1998 that in 1988, when Ames Department Stores Inc. bought the Zayre chain, the company transformed itself from a little-known New England retailer into one of the nation's largest discount chains. The $788 million acquisition doubled Ames' size, but it also left the discounter burdened with debt. Eventually, Ames filed for Chapter 11 reorganization. A decade later, Ames has once again decided to buy a competitor, Hills Stores Co. But this time, Ames does not appear to have taken on more than it can handle. Analysts say the company's turnaround since emerging from bankruptcy protection has put it in a strong position to absorb Hills and become the fourth-largest discount retailer in the country, behind Wal-Mart, Kmart and Target. Once the deal is completed, Ames, based in the Hartford suburb of Rocky Hill, will expand its market from its current 301 stores in 14 East Coast states to 456 stores in the Northeast and the Midwest. Joseph Ettore, a former chief executive of the Jamesway discount chain, was hired as president and CEO in 1994 after Ames emerged from bankruptcy. He is largely credited with rejuvenating Ames by focusing on the chain's target customers: mostly women, ages 18 to 50, with an average household income of $25,000 to $35,000 per year. Ames reported a 77 percent increase in profits in the most recent quarter. Net income was $6.2 million, or 26 cents per share, up from $3.5 million, or 11 cents per share, in the same period a year ago. In the month of October, Ames had a 23 percent increase in comparable store sales. PPM America, a Chicago group that owns about 19.5 percent of Hills' 12.5 percent debt, has said the $330 million purchase price proposed by Ames is too low. PPM claims it has three other bondholders with enough combined holdings to block Ames' tender offer. Hills' board of directors, however, told bondholders that if the Ames deal is not completed and the chain's sales decline continues, Hills likely would have to file for Chapter 11. The directors told bondholders they probably would receive less in a bankruptcy reorganization or liquidation than the value being offered by Ames. Ettore said he is not concerned that the Hills purchase will overwhelm Ames, as the Zayre acquisition did 10 years ago. He said Zayre - a larger company than Ames - had a different business, operated in different-type markets and had larger stores. Ames plans to close the Hills stores in stages, run going-out-of-business sales, then reopen the stores in the Ames format. Ettore said Ames sees acquiring Hills as a natural way to expand. Hills operates in similar-size markets, appeals to the same type of shoppers and has physically similar stores.(Telegram Gazette Worcester -11/27/98) BRADLEES INC: Reports Third Quarter Results ------------------------------------------- Bradlees, Inc. reported its earnings before interest, taxes, depreciation and amortization (EBITDA) for the third quarter (13 weeks) ended October 31, 1998 was $2.2 million, compared to $7.4 million for the third quarter (13 weeks) ended November 1, 1997. The third quarter EBITDA decrease was in large part attributable to certain one- time expense reductions implemented during last year's third quarter which resulted in a $3.6 million credit to selling, general and administrative expenses. The year-to-date EBITDA significantly improved to $1.1 million compared with a loss of $10.4 million for the same period last year. This year's quarterly net loss was $7.2 million, or a $.64 loss per share, compared to $.4 million income, or $.03 net income per share, for the same period last year. Last year's third quarter results benefited from the one-time expense reductions as well as $7.0 million in reorganization credits compared to $2.7 million of such credits this year. The year-to-date net loss was $34.6 million, or a $3.06 loss per share, a major improvement over last year's $48.5 million loss, or a $4.26 loss per share, for the same period. Total sales for the third quarter were $323.1 million, compared to $342.3 million for the same period last year, due to the closing of six stores at the beginning of this year and a comparable stores sales decline of 2.0%. Year-to-date total sales, despite the store closings, were $939.2 million, compared to $930.7 million last year. Year-to-date comparable store sales increased 4.7%. Peter Thorner, Chairman and Chief Executive Officer, said, "Despite somewhat sluggish third quarter results, we are pleased with the progress we have made over the past two years since we implemented our new marketing and merchandising initiatives. The unseasonably warm weather has obviously affected our apparel sales, however customer traffic continued to increase in October for the twelfth consecutive month. Toy sales have been lower than expected, which tracks with industry-wide trends. We have performed admirably in controlling inventory levels and are well prepared for the holiday season. Our Plan of Reorganization was confirmed by the Bankruptcy Court on November 18th, and we look forward to our emergence from Chapter 11 at our fiscal year end, January 30, 1999." BROOKE GROUP: Says, Again, Liggett Contemplates Bankruptcy ---------------------------------------------------------- As previously reported, on January 30, 1998, Liggett Group, Inc., obtained the consents of the required majority of the holders of Liggett's 11.50% Series B and 19.75% Series C Senior Secured Notes due 1999 to various amendments to the Indenture governing the Liggett Notes. The amendments provided, among other things, for a deferral of the February 1, 1998 mandatory redemption of $37,500 principal amount of the Liggett Notes to the date of final maturity, February 1, 1999. At maturity, Brooke Group, Ltd., explains in its latest Form 10-Q, the Liggett Notes will require a principal payment of $145 million. Liggett does not anticipate it will be able to generate sufficient cash from operations to make such payments. In addition, Liggett has a $40 million revolving credit facility expiring March 8, 1999, under which $17,674 was outstanding at September 30, 1998. Accordingly, the Liggett Notes and the balance of the Facility have been reclassified to current liabilities. As of September 30, 1998, Liggett had net capital and working capital deficiencies of $183 and $169 million respectively. The current maturities of the Liggett Notes and the Facility of approximately $162,500 contribute substantially to the working capital deficiency. If Liggett is unable to refinance or restructure the terms of the Liggett Notes or otherwise make all payments thereon, substantially all of the Liggett Notes and the Facility would be in default. In such event, Lig! ge! tt m ay be forced to seek protection from creditors under applicable laws. Due to the many risks and uncertainties associated with the cigarette industry and the impact of tobacco litigation, there can be no assurance that Liggett will be able to meet its future earnings or cash flow goals. These matters raise substantial doubt about Liggett meeting its liquidity needs and its ability to continue as a going concern and may negatively impact the Company's liquidity. BRUNO'S: No Explanation For Increased Trading --------------------------------------------- In response to inquiries from investors and members of the news media, Bruno's, Inc. announced today that it has no explanation for the recent trading activity in shares of Bruno's Common Stock. The shares of Bruno's Common Stock are traded in the over-the-counter market but are not listed on a national securities exchange or on Nasdaq. Since February 2, 1998, Bruno's has been operating as a debtor-in- possession under Chapter 11 of the Bankruptcy Code. The bankruptcy case is pending in the United States Bankruptcy Court for the District of Delaware. Bruno's has not filed a plan of reorganization with the Bankruptcy Court. CENTENNIAL COAL: Taps Deloitte & Touche --------------------------------------- Centennial Coal, Inc., and its debtor affiliates are seeking entry of an order approving the employment of Deloitte & Touche as accountants to the debtors. Deloitte & Touche has been performing accounting services for the debtors since their inception, including general internal accounting matters, tax advisory services and the preparation of the debtor's tax returns. It is anticipated that Deloitte & Touche will continue to provide such services during these Chapter 11 cases. Deloitte & Touche will calculate its fees for professional services by reference to its hourly rates. Its hourly rates range from $425 per hour for partners/principals to $65 per hour for senior consultants and staff. CENTENNIAL COAL: Committee Taps Arthur Andersen ----------------------------------------------- The Official Unsecured Creditors' Committee of Centennial Coal, Inc., and its affiliated debtors, seeks an order authorizing the employment and retention of Arthur Andersen, LLP as its financial advisors nunc pro tunc to October 27, 1998. The firm will provide a financial analysis related to the proposed DIP financing/cash collateral motion including assistance in negotiations, attendance at hearings, and testimony. The firm will also review all financial information prepared by the debtors, monitoring the debtors' activities regarding cash expenditures, and will attend necessary meetings. The customary hourly rates of Andersen's Corporate Restructuring services range from $450 for partners/principals to $60 for Staff and paralegals. CHASTAIN CAPITAL: Liquidity Facilities Carry Firm into 1999 ----------------------------------------------------------- As previously reported, Chastain Capital Corporation announced in October that due to turmoil in the credit markets, it was necessary to obtain temporary waivers from Morgan Guaranty Trust and Merrill Lynch to avoid being in default of tangible net worth covenants under the Company's credit facilities. The Board of Directors decided to discontinue new investment activity and concluded that the Company needed to be restructured. On November 13, 1998 the Company announced that it has reached an agreement with Morgan Guaranty Trust Company of New York and Merrill Lynch Mortgage Capital Inc. to restructure its credit facilities and to dispose of certain assets to reduce the size and stabilize the volatility of the overall portfolio. Proceeds from the asset sales will be used to reduce outstanding indebtedness on both credit facilities. Through the asset sales and indebtedness reduction, the Company believes it will satisfy its immediate liquidity needs. The remaining portfolio will consist primarily of CMBS and mezzanine investments. The Company is evaluating the strategic alternatives available to maximize shareholder value and meet debt maturities. In connection with the credit facility amendments, Lend Lease Investments Holdings, Inc. ("LLIH", formerly ERE Yarmouth Holdings, Inc.), an indirect wholly-owned subsidiary of Lend Lease Corporation Limited ("Lend Lease"), agreed to provide the Company with up to $40 million of unsecured subordinated debt. An initial advance of $17 million was drawn on November 13, 1998 and the remaining funds can be drawn from time to time by the Company through maturity at March 31, 1999. The advances incur interest at the rate of 14% per annum through January 31, 1999 and 16% thereafter. The advances are prepayable at any time, subject to certain notice requirements. The terms of the subordinated debt were reviewed and approved by a special committee of the Board of Directors consisting of independent directors not affiliated with Lend Lease. The special committee obtained the advice of independent financial advisors and legal counsel in negotiating the terms of the loan. The amended credit facilities and new subordinated debt agreement provide the Company with the necessary liquidity in the short term to fund its commitments, meet margin calls and hold investments. The Merrill Lynch amendment requires the $19 million in borrowings be repaid on or before January 31, 1999. The Morgan Guaranty Trust amendment and the LLIH subordinated debt agreement both mature on March 31, 1999. The company is evaluating the strategic alternatives available to maximize shareholder value and meet these maturities, including additional asset sales, refinancing or further restructuring of its capital base. CITYSCAPE FINANCIAL: Ugly October 6 Balance Sheet ------------------------------------------------- At October 6, 1998, Cityscape Financial Corp. reports that assets have dwindled to $306 million and total liabilities have swelled to $616 million. As previously reported, unable to obtain financing to continue buying and originating mortgage loans, Cityscape suspended business operations Nov. 17 and is evaluating the potential transfer of its loan servicing portfolio. The company's decision is due to its determination, following discussions with potential lenders regarding post-reorganization warehouse financing, that adequate sources of such financing are not available. COUNTRY STAR: A Little More Money is All They Need -------------------------------------------------- Country Star Restaurants, Inc., posting losses, choking on a 1:10 current ratio, and bleeding cash, says that it "will need to raise additional capital before it can attain profitability from operations. Management believes it can raise this capital through private placements of equity and the granting by lenders of discretionary advances under outstanding lines of credit." The Company makes this statement in its latest-filed Form 10-Q filed with the SEC. CROWN BOOKS: Seeks Returns and Vendor Financing ----------------------------------------------- The debtors, Crown Books Corporation and its debtor affiliates seek authority to return books and related products to vendors and to obtain vendor financing. The debtor states that return rights enable a book retailer to ensure a sufficient supply of new products as and when they are released and before the demand can be fully gauged. Return rights shift the risk of product obsolescence from the retailer to the vendor. The percentage of products returned ranges from 25-30 percent of purchases. The debtors have been wholly unable to obtain any meaningful credit from many vendors in recent months. Important terms of the Merchandise Returns Agreement include: a)The vendor will accept returns of pre-petition merchandise for credit on a dollar-for-dollar basis against the vendor's pre-petition claims. b)The vendor will permit the debtors to return other merchandise to the vendor. c)Participating vendors will sell and deliver merchandise to Crown on a revolving open account. Crown will receive post-petition credit for all pre-petition returns. All amounts owing or owed to any vendor by Crown on account of credit extended by such vendor to Crown shall be treated as a super priority administrative expense claim. d)The debtors' cumulative post-petition accounts with participating vendors shall not, at any time, exceed $3 million. ELDER BEERMAN: Elder-Beerman Profits Total $1.8M in 3Q ------------------------------------------------------ The Cincinnati Enquirer reports on November 18, 1998 that Elder-Beerman Stores Corp. reported rising sales and income in the third quarter 1998, compared with the same period last year, when the retailer was preparing to emerge from bankruptcy protection. The retailer said its income before factoring in costs from a recent acquisition rose to $3.2 million, or 21 cents a share, vs. a loss of almost $6.7 million, or $53.64 a share, in the third quarter 1997. Elder-Beerman posted net income of $1.8 million, or 12 cents a share, after expenses associated with acquiring Stone & Thomas. Sales for the quarter, which included receipts at 10 retained Stone & Thomas stores, were $157 million, compared with $144 million in 1997. Elder-Beerman, based in Dayton, Ohio, emerged from bankruptcy protection in December 1997 and went public soon after. EUROWEB INTERNATIONAL: Says Cash Sufficient Through 1998 -------------------------------------------------------- EuroWeb International Corp. "believes that its revenues from operations together with the funds already raised and to be raised in 1997 will meet the Company's cash requirements to the end of 1998," according to a statement contained in its latest Form 10-Q filed with the SEC. Losses, however, continue to erode shareholder equity with no plan for profitable operations in sight. GREATE BAY CASINO: Reports Third Quarter Results ------------------------------------------------ Greate Bay Casino Corporation (OTC Bulletin Board: GEAAQ) today reports a net income of $25.2 million, or $4.86 per share, for the third quarter of 1998 compared to a net loss of $2.3 million, or $.43 a share for the third quarter of 1997. For the first nine months of 1998, the Company reported net income of $25.3 million, or $4.88 per share, compared to a net loss of $7.8 million, or $1.49 per share, for the same period of 1997. Net revenues for the third quarter of 1998 amounted to $1.6 million compared to pro forma net revenues of $2.2 million for the third quarter of 1997. For the first nine months of 1998, consolidated net revenues totaled $6.2 million, compared to pro forma net revenues of $8.0 million for the same period in 1997. Net income reported for the three and nine months ended September 30, 1998 includes a gain of $27.5 million resulting from the elimination of the Company's investment in its primary subsidiary, Greate Bay Hotel and Casino, Inc. (GBHC), which owns the Sands(R) Hotel & Casino in Atlantic City, New Jersey. GBHC filed for relief under Chapter 11 of the United States Bankruptcy Code in January 1998. Greate Bay does not expect to have any ownership or operating control of GBHC after its reorganization under Chapter 11. In addition, as a result of an agreement entered into with GBHC on June 27, 1998 and approved by the Bankruptcy Court on July 7, 1998, the Company no longer controls the management and operation of the Sands. Consequently, Greate Bay's investment in GBHC together with certain amounts due from GBHC were revalued to a zero basis on July 1, 1998 resulting in the $27.5 million gain. Subsequent to June 30, 1998, GBCC is accounting for its investment in GBHC under the cost method of accounting. The GBHC bankruptcy filing created a default and acceleration of the Company's 11 5/8%, $85 million Senior Note issue. The Company is currently involved in negotiations to restructure these notes with bondholders who control more than 95% of the note issue. The Company's remaining activities include a limited partnership interest in Pratt Management Limited Partnership which manages a riverboat gaming facility located in Aurora, Illinois, and a consulting contract with a gaming and lodging facility in Tunica County, Mississippi, both of which provide credit support for the Senior Notes and ownership of ACSC, a computer software company, which licenses casino information technology systems to the Sands as well as to other casino companies. HARVARD INDUSTRIES: Emerges From Chapter 11 ------------------------------------------- Harvard Industries, Inc. announced November 25, 1998 that its Plan of Reorganization was effective, marking the completion of its Chapter 11 proceeding. The Plan of Reorganization contemplates a conversion of virtually all pre-petition unsecured debt into 100% of the equity of the reorganized Company, subject to dilution for the incentive options and the warrants to be issued under the Plan. Holders of Harvard's PIK Preferred and Common Stock will receive warrants to acquire up to 5% of the common stock in the reorganized Harvard. Roger G. Pollazzi, Harvard's chief executive officer said, "We have obtained exit financing arranged by Lehman Brothers and have successfully extricated the company from previously unprofitable operations, and we have an experienced team of leaders that have developed an entrepreneurial culture within the company." A new senior management team is leading the Company. Harvard President Jim Gray, Executive Vice President for Strategic Planning Vince Toscano, Chief Financial Officer Ted Vogtman and Senior VP and General Counsel Jerry Tighe have all played integral roles in other successful ventures in the automotive industry. INTEGRATED MEDICAL: 3Q Losses Push Company into Chapter 11 ---------------------------------------------------------- Doubling its year-to-date loss, Integrated Medical Resources, Inc., and its subsidiaries posted a $5 million loss for the third quarter ending September 30, 1998. The Company's balance sheet at September 30, 1998, reflects a painful 1:2 current ratio. Integrated Medical is a provider of management services to clinics providing disease management services for men suffering from sexual dysfunction. At September 30, 1998, the Company managed 25 diagnostic clinics operated under the name The Diagnostic Center for Men in 17 states. On November 12, 1998, the Company announced that it has filed for protection under Chapter 11 of the U.S. Bankruptcy Code. It was also announced that the Company instituted immediate and significant reductions in the Lenexa, Kansas headquarters staff and temporarily closed many clinic locations. In addition, the planned merger with Century Medical Group was canceled. This followed an announcement on November 5, 1998 that the Company did not meet payroll for the last two weeks of October. INTEGRATED PACKAGING: Excess Capacity Takes its Toll ---------------------------------------------------- Shareholder equity slipped below zero to negative $429,000, as Integrated Packaging Assembly Corporation reported a $2.6 million loss for the three-month period ending October 4, 1998. The company reports $26 million in losses on $18 million in revenue for the non-month period ending October 4, 1998. As a result of a reduction in orders from the Company's customers, the Company has had significant excess production capacity since the first quarter of 1997. The reduction in revenues and under-utilization of capacity and resultant under-absorption of fixed costs resulted in operating losses that have continued throughout 1998. At the end of the second quarter of 1998, the Company ceased making scheduled repayments of its debt balances outstanding relating to its Bank Term Note Payable, Equipment Notes Payable and Line of Credit as well as its capital leases. The Company is in the process of attempting to renegotiate payment terms related to these debt instruments with the respective parties. As a result of the operating losses and cost of capital additions, the Company is currently seeking immediate additional financing which is required in the fourth quarter of 1998 to meet its projected working capital and other cash requirements. The Company's 1997 Annual Report on Form 10-K contained a going concern statement by the firm's auditors. LEVITZ FURNITURE: Exclusivity Extended -------------------------------------- In the case of Levitz Furniture, debtor, The Honorable Mary F. Walrath entered an order on November 12, 1998 extending until March 1, 1999 and May 1, 1999, respectively, the exclusive periods during which the debtors may file a plan and solicit acceptances for such plan. LEVITZ FURNITURE: Second Quarter Results Announced -------------------------------------------------- For the three-month period ending September 30, 1998, Levitz Furniture Incorporated and its subsidiaries report a $14 million loss on $174 million in sales. For the half-year ending September 30, 1998, Levitz' lost $52 million on $351 million in sales. Management indicates that it expects to file a plan of reorganization during 1999 which would contemplate emergence in 1999, but makes no guarantees, in its latest-filed Form 10-Q with the SEC. Additionally, management says that it intends to seek an extension or refinancing of the Company's DIP Facility, now scheduled to expire on March 5, 1999. However, no assurance can be given that this objective will be met. LIVENT INC: Two Step Down From Livent Board ------------------------------------------- Livent Inc. said two of its board members resigned a week after the live theater company filed for bankruptcy protection and restated more than two years of its financial results. H. Garfield Emerson, who chaired the board's audit committee, stepped down after the committee ended its investigation into accounting irregularities at Livent. Musician Quincy Jones resigned after Emerson to maintain a majority of Canadian residents on the board, Livent said. MANHATTAN BAGEL: New World Reports Closing Acquisition ------------------------------------------------------ On November 25, 1998 New World Coffee & Bagels, Inc. (Nasdaq: NWCI) announced that it had closed its acquisition of Manhattan Bagel Company, Inc. (Nasdaq: BGLSQ). The acquisition had been approved, with overwhelming support of the secured and unsecured creditors of Manhattan Bagel, by the United States Bankruptcy Court for the District of New Jersey on Friday, November 20th. New World also reported that it had closed a $5 million senior debt financing with BET Associates, L.P., controlled by Bruce E. Toll. Mr. Toll is Vice Chairman and co-founder of Toll Brothers Inc. (NYSE: TOL), a home construction company. Mr. Toll has the right to appoint a member to New World's Board of Directors. The proceeds of the financing was used by New World to pay a portion of the $7.3 million in cash required at the closing of the Manhattan Bagel acquisition. NATIONAL AUTO: Faces De-Listing ------------------------------- The Florida Times-Union reports on November 21, 1998 that National Auto Finance Corp. of Jacksonville is ending the year facing the prospect of no longer having its shares traded on the Nasdaq stock market. But the company's new chief executive, Keith Stein, said in an interview this week that National Auto has the support of its lenders and he expects the company to grow in 1999 and be profitable again in about a year. The problem for Nasdaq is that National Auto's stock price, which traded at a high of 9 9/16 on Jan. 31, 1997, is trading at 5/16 a share, and the combined value of the company's stock is only $5 million. Both are below the minimums required by Nasdaq. Stein said Nasdaq officials have agreed not to make a final decision before hearing National Auto's plans for the future. As well as reporting the proposed de-listing, the company also said this week that it lost $14.8 million during the first nine months of the year. National Auto also, according to U.S. Security and Exchange Commission filings, fired its outside auditor, KPMG Peat Marwick LLP. KPMG had disagreed with the company on the value of auto loans on the company's books, the treatment of various expenses and reported it had doubts that the company could continue "as a going concern." Meanwhile, payments that were 60-plus days late jumped by 50 percent to 3.63 percent of all loans this summer, as National Auto wrestled with problems installing its new computer system. The system, among other chores, managed those loans. The losses have triggered default provisions in agreements with companies that provide National Auto with funds to lend. The agreements now are being renegotiated. Stein said he hoped to conclude the negotiations by year-end. ONEITA INDUSTRIES: Seeks Extension of Exclusivity ------------------------------------------------- The debtor, Oneita Industries, Inc. seeks an extension of its exclusive periods to file and to solicit acceptances with respect to a plan of reorganization. A hearing will be held on December 7, 1998. The debtor's exclusivity period expires on November 18, 1998. The debtor is seeking this extension to allow the debtor to continue to pursue plan negotiations and to work on a means of exiting this Chapter 11 proceeding with a minimum of distractions and unnecessary administrative expense. The debtor is seeking an extension of its period to seek confirmation of a plan for ninety days, through February 18, 1999. The debtor states that its business is operationally sound and its financial condition is stable. The debtors state that there is subordinated debt of approximately $8 million and approximately $1.2 million in prepetition unsecured debt. The debtor states that it has made significant progress towards a consensual plan. The debtor has been proceeding on dual tracks for the past several months and is currently negotiating with a potential investor. That third party has conducted extensive due diligence and is expected to present an offer shortly. The debtor has agreed that after thirty days the lenders may themselves file a plan that has the support of a majority of the lenders holding at least 2/3 of the lenders' aggregate claims. PAXSON COMMUNICATIONS: Losses Mount in Third Quarter ---------------------------------------------------- For the nine-month period ending September 30, 1998, Paxson Communications Corporation reports net losses topping $60 million. The Company indicates in its latest-filed Form 10-Q that its liquidity position is affected [negatively] by its commitments to increase distribution through television station acquisitions and cable carriage agreements as well as the Company's ability to liquidate certain investments in broadcast properties and dispose of certain non-core assets. The Company is pursuing measures to improve its liquidity position during the next twelve months in order to continue to pursue its business strategy and to fund its operations and debt service. The measures the Company is pursuing include the sale of non-core assets (including several broadcasting stations and the Company's minority interest in The Travel Channel), deferring or abandoning non-essential capital expenditures for improvements of existing properties, deferring or restructuring payments under cable carriage agreements, and continuing efforts to reduce operating expenses. The Company will also continue to explore the liquidation of certain investments in broadcast properties which the Company did not complete during the third quarter as previously expected. The Company believes that by implementing a combination of the foregoing measures, it should be able to preserve sufficient liquidity to address its working capital needs during the next twelve months. Should the Company's revenues during such period fall short of its current expectations, or should the Company fail to successfully implement one or more of the measures discussed above, the Company would likely be required to take other measures to address its liquidity position, including additional asset sales and operating expense reductions. In addition, the Company continually evaluates opportunities for raising additional capital through offerings of debt, equity and preferred stock. A continuation of the volatile conditions experienced by the financial markets in recent months woul! d ! have a negative effect on the Company's ability to raise such additional capital. The Company cannot be sure that it will be able to successfully implement any such measures or that it will have sufficient liquidity to meet its needs during the next twelve months in the event its advertising revenues fall significantly short of its current expectations. The Company will likely require additional financing to pursue its business strategy and fund its capital requirements in the fourth quarter of 1999 and thereafter. The amount of additional financing needed could be increased to the extent that the Company pursues additional acquisitions or requires additional working capital as a result of higher than expected operating costs, lower than expected advertising revenues, additional programming rights obligations and payments under additional cable carriage agreements. The Company cannot be sure that it will be able to obtain additional financing on terms acceptable to it. If the Company fails to maintain sufficient liquidity to finance its future cash requirements, the Company's ability to pursue its business strategy of expanding its broadcast distribution system during the fourth quarter of 1999 and thereafter could be adversely affected. On August 31, 1998, the Company launched PAX TV. PAX TV is the brand name for the programming that the Company provides to its owned, operated and affiliated television stations, as well as to certain cable system affiliates. PAX TV programming consists of family-friendly traditional entertainment television programs that have had or are having successful first runs on television, as well as original programs. Prior to August 31, 1998, the Company operated a nationwide group of owned, operated or affiliated television stations which carried its proprietary network of long form paid programming which consisted primarily of infomercials. The Company will continue to carry infomercials on PAX TV at significantly reduced inventory levels. Certain of the Company's PAX TV stations were and continue to be operated pursuant to time brokerage and affiliation agreements. The Company's consolidated operating revenues and expenses include the operating results of time brokered stations ! an! d th e advertising revenue, related sales costs and affiliation fees of affiliated stations. The Company also owns a 30% interest in The Travel Channel, L.L.C., a cable television network joint venture with Discovery Communications, Inc. The Company's interest in the operating results of The Travel Channel, L.L.C. has been included in the consolidated financial statements using the equity method of accounting. SANTA FE GAMING: Possibly Heading For Bankruptcy ------------------------------------------------ Santa Fe Gaming Corp. says it has failed to win an extension for payment of $65 million in mortgage notes. That means the company could be headed for bankruptcy on Tuesday, when the notes come due. The problem stems from Santa Fe's Laughlin property, which was purchased with more than $100 million in debt financing. Mired in Laughlin's soft economy, the company's Pioneer Finance Co. has been unable to make its payments on time. Pioneer, a diversified gaming company headquartered in Las Vegas, announced that Santa Fe will file a Form 8K with the Securities and Exchange Commission ("SEC") reporting the results upon expiration of the exchange offer and consent solicitation with respect to its 13-1/2% First Mortgage Bonds due December 1, 1998 (the "Pioneer Notes"). The minimum condition with respect to the exchange offer was not satisfied, therefore the exchange offer will not be consummated. Pioneer did receive and accept consents from holders of Pioneer Notes representing approximately $45.8 million principal amount, or 76.4% of the outstanding Pioneer Notes and will implement the terms provided in the consent solicitation. Pursuant to the consents, Pioneer will purchase on a pro-rata basis from all consenting holders, an aggregate $6.5 million principal amount of 13-1/2% Notes, plus accrued interest. Pioneer also expects to repurchase from non- consenting holders their pro-rata amount of 13-1/2% Notes upon consummation of the plan of reorganization. The indenture governing the Pioneer Notes will be amended to reflect certain amendments proposed and accepted in connection with the consent solicitation. In addition, Santa Fe will provide collateral for its currently unsecured guarantee of the 13-1/2% Notes, through the pledge of stock of several of its subsidiaries and a grant of liens on substantially all of its other assets. Pursuant to the consents, the consenting holders have agreed, among other things, to forbear against exercising remedies until December 15, 2000 as a result of a failure to pay the principal and interest on the Pioneer Notes at the December 1, 1998 maturity date. Pioneer has agreed to seek confirmation of a plan of reorganization that provides for treatment of the Pioneer Notes in a manner substantially the same as proposed in the exchange offer, and the consenting holders have agreed to vote to accept such a plan of reorganization. Any such plan of reorganization would also be subject to approval of the bankruptcy court, and potentially of other creditors. No assurance can be given that the plan of reorganization to be submitted by Pioneer will be approved. In connection with a Pioneer bankruptcy proceeding, it is possible that Pioneer Hotel Inc., which owns and operates the Pioneer Hotel & Gambling Hall, and Santa Fe may file for bankruptcy relief. In addition, Santa Fe announced today that it has been advised by the American Stock Exchange that it does not fully satisfy all the guidelines for continued listing of Santa Fe's common and preferred stock. Accordingly, there can be no assurance that such stock issues will continue to be listed on the exchange STORM TECHNOLOGY: Converts Chapter 11 Case to Chapter 7 ------------------------------------------------------- Storm Technology, Inc. announced that it has converted its Chapter 11 bankruptcy case originally filed on October 21, 1998 to Chapter 7. A trustee will be appointed to administer the case on a going-forward basis and will liquidate the Company's remaining tangible and intangible assets. THE PHARMACY FUND: Applies To Make Direct Payments -------------------------------------------------- The Pharmacy Fund Inc. and Pharmacy Fund Receivables, Inc., debtors, seek entry of an order directing the defendants, 1st Health Serv. Corp. (PDP) et al. to make payments directly to pharmacies on account of postpetition receivables and directing the debtors to return payments received on account of postpetition receivables. The debtors state that they continue to receive an inordinate amount of payments on account of postpetition receivables, which payments should be made directly to the pharmacies in accordance with the September 28 order and the October 9 order. During the week of November 2, 1998pFR received in excess of $900,000 on one single day representing almost exclusively postpetition receivables. The debtors estimate that in excess of one third of their payrolled workforce is being delegated to some portion of the burdensome task of recording, reconciling and paying postpetition receivables. The debtors are required to pay at least 12 cents per prescription to outside vendors to process remittance information involved, a cost that is estimated to exceed $100,000. The debtors seek an order of the court directing the defendants to make payments on account of postpetition receivables directly to the pharmacies with which each defendant does business and directing the debtors to return payments received on account of postpetition receivables directly to the pharmacies with which each defendant does business and directing the debtors to return payments received on account of postpetiton receivables to the defendants from which the payments originated. WSR CORPORATION: Order Approves Trade Credit Facility ----------------------------------------------------- The court entered an order on November 12, 1998 on the motion of WSR Corporation, R&S Strauss, Inc., National Automotive Stores, Inc. and National Auto Stores Corp. for authority to enter into a Letter of Credit Agreement with MEMA Financial Services Group, Inc. and certain trade vendors pursuant to which the debtors will post a $3 million Letter of Credit in order to secure the debtors' obligations to those vendors which provide the debtors trade credit under the trade credit program contemplated by the Letter of Credit Agreement. WANG LABORATORIES: Third Quarter Results ---------------------------------------- For the three-month period ending September 30, 1998, Wang Laboratories, Inc., reports a $14.8 million net loss on $786 million in revenues. The company's current ratio ($1.4 billion in current assets to $1.27 billion in current liabilities) eased slightly from a year earlier. In addition to normal operating activities, capital expenditures and payment of preferred dividends, the Company estimates that total expenditures of as much as $380 million will be required in connection with the integration of Olsy and rightsizing of the combined company over the next two years. The Company has recorded a total of $298.1 million for these activities, of which $88.3 million was recorded as a charge to operations and $209.8 million was recorded as part of purchase accounting for the acquisition of Olsy, as of September 30, 1998. The $298.1 million includes approximately $164 million related to organizational redundancies, $45 million related to facilities and $89 million related to systems and other costs. A total of approximately $161 million remains to be expended. The Company currently estimates that such expenditures will approximate $70 million in the remainder of calendar year 1998 and $85 million and $6 million in calendar years 1999 and 2000, respec! ti! vely . The Company estimates that the $380 million will be recovered through cost savings through calendar year 2000. WELLCARE MANAGEMENT: Financial Deterioration Continues ------------------------------------------------------ For the quarter ending September 30, 1998, Wellcare Management Group, Inc., reports a $2.9 million loss, further eroding negative shareholder equity. Wellcare's auditors raised substantial doubt about the Company's ability to continue as a going concern in the Company's audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997. Those doubts continue. Additionally, in March 1998, the Company engaged Bear, Stearns & Co., Inc. to assist the Company in exploring its strategic opportunities. This could include joint venture, capital contributions, merger or sale of all or a portion of the Company. WIRELESS ONE: Third Quarter Losses Disclosed -------------------------------------------- For the three months ending September 30, 1998, Wireless One, Inc., reports a $25 million net loss on $9.2 million in revenues. These results boost the company's net loss to $66 million for the nine-month period ending September 30, 1998, on $29.7 million in revenues. The Company's balance sheet is upside down by $85 million at September 30, 1998. The Company does not anticipate being able to generate net income for the foreseeable future and there can be no assurance that other factors, such as, but not limited to, general economic conditions and economic conditions prevailing in the Company's industry, its inability to raise additional financing or disruptions in its operations, will not result in further delays in operating on a profitable basis. Net losses are expected to continue as the Company focuses its resources on the marketing of its DirecTV MDU and SFU products, development of its Internet access product and as additional systems are commenced or acquired. *********** 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 * * *