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/raid1/www/Hosts/bankrupt/TCR_Public/990202.MBXT R O U B L E D C O M P A N Y R E P O R T E R Tuesday, February 2, 1999, Vol. 3, No. 22 Headlines ABRAXAS PETROLEUM: Acquires Shares of New Cache Petroleum BOREALIS: Board Declares Dividend Distribution BRADLEES: Plans Confirmed - Bank Group and Committee Agree BRADLEES: Prospectus Filed With SEC BRAZOS SPORTSWEAR: Case Summary & 20 Largest Creditors CALDOR: Long Island Real Estate Could Go Quickly CELLPRO INC: Terminates Leasehold Interests For $4 Million DUTCH APPLE: Cruise Boat Files Chapter 11 EUROWEB INTERNATIONAL: Shares Of Common Stock For Sale FIRST MERCHANTS: No Further Duty To File With SEC FORSTMANN: Notification of Late Filing FPA MEDICAL: Confirmation Hearing Scheduled For March 25 HOMECAPITAL INVESTMENT: Shares Are Delisted From Nasdaq IMARK TECHNOLOGIES: Confirmation Hearing Set For Feb 23 IRIDIUM: Announces Revenues For Fourth Quarter LEVITZ: Closing Sales Commence at 27 Stores LIFEONE: Settles With Two Creditors LIVENT INC: Creditors Balk At Terms of Loan MCA FINANCIAL: May Seek Bankruptcy Protection METALLURG HOLDINGS INC: Files Quarterly Report MONTGOMERY WARD: Seeks To Amend DIP, Lower EBITDA Minimum NIAGRA MOHAWK: Pursues Sale of Nuclear Assets NIAGRA MOHAWK: Reports 1998 Earnings PAL: Phillipine President Says No State Takeover PREMIER LASER: Annual Shareholders Meeting Set For Feb 26 SANTA FE GAMING: Current Executive Officers SINGING MACHINE: Annual Meeting Set For March 18 TEXFI INDUSTRIES: Notification of Late Filing Meetings, Conferences and Seminars ********* ABRAXAS PETROLEUM: Acquires Shares of New Cache Petroleum --------------------------------------------------------- On January 13, 1999, Abraxas Petroleum Corporation, a Nevada corporation, through its wholly owned subsidiary, Canadian Abraxas Petroleum Limited, acquired approximately 14,026,467 common shares and associated rights, being approximately 98.8 percent of New Cache Petroleum's, Ltd., on a fully diluted basis. The transaction calls for approximately $60MM in cash or $6.50 per share and the assumption of approximately $24MM of debt. The Company intends to integrate the New Cache operations into the existing operations of Canaxas and Grey Wolf Exploration, Inc. (Toronto, Alberta: GWX approximately 48% owned by the Company) with Grey Wolf eventually acquiring as much as 50% of the New Cache assets. A full text copy of the pre-acquisition agreement is available via the Internet at: http://www.sec.gov/Archives/edgar/data/0000867665-99- 000003.txt BOREALIS: Board Declares Dividend Distribution ---------------------------------------------- On January 20, 1999, the Board of Directors of Borealis Technology Corporation declared a dividend distribution of one preferred share purchase right for each outstanding share of Common Stock, $.001 par value per share, of the Corporation. The dividend is payable to stockholders of record on January 20, 1999 and with respect to Common Stock issued thereafter until the Distribution Date and, in certain circumstances, with respect to Common Stock issued after the Distribution Date. With certain exception, each Right, when it becomes exercisable, entitles the registered holder to purchase from the Corporation one one-hundredth of a share of Series B Junior Participating Preferred Stock, $.001 par value per share, of the Corporation at a price of $1.25 per one one-hundredth of a Preferred Share, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement between the Corporation and ChaseMellon Shareholder Services, LLC, as Rights Agent dated as of January 25, 1999. The Rights are not exercisable until the Distribution Date and will expire at the close of business on January 24, 2009, unless earlier redeemed by the Corporation. BRADLEES: Plans Confirmed - Bank Group and Committee Agree ---------------------------------------------------------- The U.S. Bankruptcy Court in Manhattan confirmed the second amended reorganization plans for Bradlees Stores Inc. and its New Horizons of Yonkers (N.Y.) Inc. subsidiary. The court confirmed the plans in separate, lengthy orders Jan. 27 after all objections to the plans were withdrawn. The retailer's bank group and official creditors' committee also consented to the plan's modifications. The court confirmed Bradlees' first plan on Nov. 18. Landlord Greenwich Holding Corp. appealed the confirmation order, arguing that Bradlees plan was unconfirmable because it did not require the assumption or rejection of the lease prior to plan effectiveness. The U.S. District Court in Manhattan agreed with the landlord's criticism and reversed the confirmation order. Bradlees subsequently revised the second amended plan. (The Daily Bankruptcy Review Copyright c February 1, 1999) BRADLEES: Prospectus Filed With SEC ----------------------------------- Bradlees Inc. filed a Prospectus with the SEC. A complete text filing is available via the Internet at http://www.sec.gov/Archives/edgar/data/0000950130-99- 000426.txt This Prospectus relates to: .7,267,424 shares of Common Stock of Bradlees, Inc.; and . $36,000,000 of 9% Convertible Notes issued by Bradlees Stores, Inc. and the Common Stock issuable upon conversion of the Convertible Notes. BRAZOS SPORTSWEAR: Case Summary & 20 Largest Creditors ------------------------------------------------------ Debtor: Brazos Sportswear, Inc. 4101 Founders Boulevard Batavia, Ohio 45103 The following affiliate corporations filed Chapter 11 petitions in the U.S. Bankruptcy Court for the District of Delaware on January 21, 1999: Brazos Sportswear, LLC, Brazos Embroidery Inc., and Morning Sun Inc. Type of Business: Brazos Sportswear, Inc. is a designer, manufacturer and marketer of decorated sportswear. The company offers a diversified product line of licensed, proprietary and private label sportswear, consisting of T- shirts, fleecewear, and other casual apparel products. Court: District of Delaware Case No.: 99-142 Filed: 01/21/99 Chapter: 11 Debtor's Counsel: Skadden, Arps, Slate, Meagher & Flom LLP One Rodney Square P.O. Box 636 Wilmington, Delaware 19899-0636 (302) 651-3000 Total Assets: $97,131,751 Total Liabilities: $104,596,185 No. of shares of preferred stock : Series B1 5,284,098 shares 6 holders Series B2 2,964,356 shares 15 holders Series B3 2,262,361 shares 17 holders No. of shares of common stock: 4,421,752 shares 1,200 holders 20 Largest Unsecured Creditors: Name Nature Amount ---- ------ ------ First Union National Bank 10 1/2% Notes 100,000,00 Delaware Invetments Senior Notes Unknown Service Asset Management Co. Senior Notes Unknown Salvatore Buono Litigation Unknown Richell, Ltd. Litigation Unknown Lutheran Brotherhood Research Senior Notes Unknown Northstar Senior Notes Unknown Warburg Dillon Read Senior Notes Unknown Gruntal & Co. Senior Notes Unknown Mt. Washington Investment Group " Unknown Stanfield Capital Partners " Unknown NYC Retirement System " Unknown Elliot & Page " Unknown Kirlin Securities " Unknown Tri Mark Investment Management " Unknown Triton Partners " Unknown Stone & Youngberg LLC " Unknown May Management " Unknown Premier Sports Group, Inc. " Unknown Rickles Securities " Unknown CALDOR: Long Island Real Estate Could Go Quickly ------------------------------------------------ Demand for the soon-to-be closed Caldor stores across Long Island is expected to be brisk, shopping center owners agree, but they said because the company will be disposing of the sites through bankruptcy court proceedings they will have little say over who their new tenants will be. Ready-to-use, large retail sites in good markets are scarce on the Island, making the chain's 14 sites in Nassau and Suffolk highly desirable, landlords said. In Bridgehampton, for example, the supply of retail space is tight. "The South Fork is very unusual and Caldor is doing very well there," said Patrick Callan Jr., vice president of the site's owner, Kimco Realty Corp., the New Hyde Park-based real estate investment trust. It's unclear whether Caldor plans on selling sites individually or in bulk, landlords said. `It's kind of early in the process," Callan said. "We don't control the situation," he added. All transactions undoubtedly will be subject to better and higher offers and, then, must be approved by U.S. Bankrupctcy Court Judge John Gerrity in Manhattan. Retail real estate specialist Stan Schuckman of Woodbury- based Schuckman Realty said some landlords might bid for the leases in order to sign new tenants at higher rental rates. Schuckman guessed that Caldor is paying $4 to $7 per square foot. Caldor, the Norwalk, Conn.-based retailer that has been operating under Chapter 11 since 1995, announced Jan. 22 it is closing its 145 stores, which are mostly in the Northeast. The discounter has 14 stores in Nassau and Suffolk: Bridgehampton, Deer Park, East Patchogue, East Setauket, Freeport, Lake Ronkonkoma, Levittown, Massapequa, Melville, Oceanside, Riverhead, Rocky Point, Shirley and West Babylon. Caldor's Long Island sites, which range in size from 85,000 square feet to 112,000 square feet, could meet the needs of a variety of national retailers who have been scouting the Island for locations. They include Target, K mart Corp., Lowe's Home Centers and Kohl's, a Milwaukee-area discounter. A K mart or a Target may want to take a site even if it will have a smaller store in that area, said Alvin N. Neuman, director of real estate for Nathan Serota & Sons, the Valley Stream developer that owns the Caldor site in Oceanside. Retailers who want a site that doesn't necessarily match its needs may attempt to make modifications, said Garden City developer Wilbur Breslin, who owns Caldor's Massapequa location. But, he added, "That's a rarity in terms of a chain store." Kimco's Callan said the real estate investment trust has sensed a lot of interest in the Bridgehampton store. "I think that's a great site and a great market," he said, "I'm very confident that ultimately we'll find the appropriate retailer." How much each lease will bring Caldor also is uncertain, depending on the size of each space, market conditions and the length of time remaining on each lease. Caldor, in its annual report, stated that its typical store lease is for 20 years with renewal options from 10 to 30 years. Caldor arrived on the Island in 1983. Analysts have estimated that sales of leases for the company's 145 stores will net it $300 million. The company is employing Great Neck-based Keen Realty Consultants Inc. and W/S Discount Acquisition LLC to assist in its real-estate sales. Officials of both companies could not be reached for comment. In Queens, the retailer has stores in Flushing, Glen Oaks and Middle Village. (Copyright Newsday Inc., February 1,1999) CELLPRO INC: Terminates Leasehold Interests For $4 Million ---------------------------------------------------------- For the month ending December 31, 1998, CellPro Incorporated reports a net loss of $8,112,85 on Net Sales of 1,972,832. On October 28, 1998 the Company entered into an Asset Purchase Agreement with Nexell Therapeutics, Inc. to sell, subject to overbid and approval of the Bankruptcy Court, all of its intellectual property and certain related tangible and intangible assets. In exchange, NTI will transfer to the Company shares of registered common stock of VIMRx Pharmaceuticals, Inc. with a value of $3.0 million. The number of shares to be issued at closing will be calculated based on the average of the closing prices for such stock on the 15 trading days ending three business days prior to closing the sale and transfer of such assets. For 180 days after such closing, the shares will be subject to certain trading restrictions limiting the number of shares that the Company may sell into the public market on any day. The Company intends to monetize certain of the shares, and to otherwise exchange certain of the shares in satisfaction of outstanding liabilities of the Company. The Asset Purchase Agreement was approved by the Bankruptcy Court on December 10, 1998, but has not yet closed. On October 28, 1998 the Company entered into a Lease Termination Agreement with CarrAmerica Realty Corporation. Pursuant to such Lease Termination Agreement the Company agreed, subject to approval of the Bankruptcy Court, in exchange for a $4.0 million cash payment to the Company by CarrAmerica, to terminate its leasehold interests in its two U.S. facilities on agreed dates, and to surrender to CarrAmerica tenant improvements and certain equipment installed on such premises. The Lease Termination Agreement was approved by the Bankruptcy Court on December 16, 1998. The Company received $3,950,000 of the proceeds from the Lease Termination Agreement in January 1999. The remaining $50,000 is payable upon removal of any hazardous materials from the premises. The Company is currently pursuing the sale of all of its furniture, equipment and other assets not subject to the Asset Purchase Agreement, the Lease Termination Agreement and which otherwise have not been sold as of December 31, 1998. The Company has ceased all international operations and is also in the process of liquidating the assets associated with such operations. DUTCH APPLE: Cruise Boat Files Chapter 11 ----------------------------------------- The Dutch Apple II cruise boat, a waterside attraction in Albany, N.Y., filed chapter 11 with assets of $295,729 and liabilities of $210,057, according to The Business Review. Operators of the cruise ship said a foreclosure action by the U.S. Small Business Administration forced it to file for protection. The day-cruise ship, operated by Dutch Apple Cruises Inc., owes the SBA $170,000 for the balance of a $306,000 first mortgage on the Dutch Apple II. Counsel for the SBA said that the payment record on the loan has been spotty and that it was due to be fully paid in 1996. The SBA has tried to accommodate Dutch Apple's president and sole shareholder, William Siebert, but the agency said a number of workouts, renegotiations, deferrals, and lowered interest rates failed to work. The SBA sought to foreclose in 1997, and that issue has been in litigation since then. An attorney for Siebert said he believes he can pay the SBA back. According to the filing documents, gross income improved in 1998 to $198,820 over $174,928 in 1997. Dutch Apple is proposing to repay the SBA and other creditors, including the Albany Local Development Corp., over a period of 15 years at 6 percent interest. Dutch Apple hopes to have its plan confirmed by April. (ABI 02-Feb-99) EUROWEB INTERNATIONAL: Shares Of Common Stock For Sale ------------------------------------------------------ The Stockholders of EuroWeb International Corp. are offering and selling 1,806,666 shares of EuroWeb Common Stock under this prospectus. These stockholders purchased 866,666 EuroWeb shares privately from EuroWeb and were granted 940,000 options to purchase 940,000 EuroWeb shares at prices ranging from $1 to $2 per shares. EuroWeb has reserved these 940,000 shares for issuance to these stockholders but will not issue the 840,000 shares to the stockholders until they pay the purchase price to EuroWeb. The selling stockholders may offer their EuroWeb stock through public or private transactions, on or off the NASDAQ Small Cap Market, at prevailing market prices or at privately negotiated prices. EuroWeb stock is listed on the NASDAQ Small Cap Market and trades there with the symbol "EWEB". On January 6, 1999, the closing price of one share of Common Stock on the NASDAQ Small Cap Market was $1.81. FIRST MERCHANTS: No Further Duty To File With SEC ------------------------------------------------- First Merchants Acceptance Corporation filed a Form 15 with the SEC providing Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13 and 15(d) of the Securities Exchange Act of 1934. FORSTMANN: Notification of Late Filing -------------------------------------- Forstmann & Co. Inc. filed a notification of late filing of its Form 10K with the SEC. The company stated that it is unable to file the subject report within the prescribed time period because the company is currently in the process of amending its credit facility, which may be completed at or just subsequent to the due date of the company's Form 10-K. The contemplated amendments to the Company's credit facility will require the Company to revise certain disclosures to Management's Discussion and Analysis and other items of its Form 10-K. HOMECAPITAL INVESTMENT: Shares Are Delisted From Nasdaq ------------------------------------------------------- HomeCapital Investment Corp., Austin, announced Friday that its shares of common stock, $.01 par value per share, have been delisted from the Nasdaq SmallCap Market, according to a newswire report. The company has been unable to maintain a minimum $1 bid price for its common shares on the Nasdaq, and unless it is able to reorganize or secure additional funding, it will have insufficient resources to provide audited financial statements or meet other Nasdaq requirements. The company's principal operating subsidiary, HomeOwners Mortgage & Equity Inc. (Home Inc.), filed chapter 11 last May. Since then, HomeCapital and Home Inc. have tried unsuccessfully to reorganize with another operating company or otherwise secure financing. (ABI 01-Feb-99) IMARK TECHNOLOGIES: Confirmation Hearing Set For Feb 23 ------------------------------------------------------- The Debtor, Imark Technologies, Inc. submitted a Plan of Reorganization to the Bankruptcy Court. The Bankruptcy Court has scheduled a confirmation hearing on this Plan for February 23, 1999 at 2:00 p.m. A complete text filing of the plan is available via the Internet at: http://www.sec.gov/Archives/edgar/data/0000950116-99- 000109.txt IRIDIUM: Announces Revenues For Fourth Quarter ---------------------------------------------- Iridium LLC announced that revenues for the fourth quarter ending December 31, 1998 were $186,000, reflecting the five week delay in launching its worldwide commercial service and a shortage of Iridium telephones and pagers during the first two months of operations. On December 31, there were approximately 3,000 activated subscribers on the Iridium system. "Last quarter, Iridium made history as we achieved our longstanding goal of launching the first truly global mobile-telephone service," said Edward F. Staiano, Vice Chairman and Chief Executive Officer. "With our network performing at a high level of quality, subscriber equipment now widely available and intensive marketing efforts underway, 1999 will be the year that the Iridium system transforms from a technological event into a revenue generator." The completion of the Iridium system and the November 1st launch of commercial service were the operational highlights of the fourth quarter. Two rocket launches during the fourth quarter ensured a full constellation of 66 low Earth orbiting satellites and enabled Iridium to add further spare satellites to the constellation. Two satellites were launched on a Chinese Long March rocket and five on a Boeing Delta II rocket, extending Iridium's string of consecutive successful launches to 19 over 19 months. Kyocera pagers are now available to customers, and its single-mode and dual-mode satellite phones are expected to begin shipping in the first quarter 1999, once testing shows that they meet Iridium's quality standards for commercial use. On December 23, Iridium LLC also announced that it had reached an agreement to purchase Claircom Communications Group, Inc. (Claircom) from AT&T and Rogers Cantel for $65 million in cash and debt. Claircom's digital air-to-ground network and in-flight telephone services to more than 1,400 commercial jets and 350 executive aircraft will form an important component of Iridium's overall aeronautical communications strategy, which is aimed at capturing the growing business travel market. Following completion of the transaction, which is subject to regulatory approvals, Claircom's existing seat-back phones will carry the Iridium brand and will be integrated into Iridium's global wireless telephony and paging offering. The company was successful in the fourth quarter in raising the financing needed for its initial operations. On December 23, 1998, Iridium secured $1.95 billion of new financing consisting of an $800 million Senior Secured Credit Facility (the "Secured Bank Facility") and a $750 million Guaranteed Credit Facility (the "Guaranteed Facility") and $400 million of vendor financing from Motorola. The borrower under each of these facilities is Iridium Operating LLC, a wholly owned subsidiary of Iridium LLC. In addition, on January 21, 1999, Iridium World Communications Ltd. agreed to sell 7,500,000 shares of its class A common stock in an underwritten public offering led by Merrill Lynch & Co., Goldman, Sachs & Co., NationsBanc Montgomery Securities LLC, Salomon Smith Barney and SoundView Technology Group. The offering price was $33.50 per share. The proceeds from the offering will be used primarily to fund Iridium's operations. "We are confident that Iridium's financing, together with projected revenues, is sufficient to meet our expected funding requirements in 1999. Motorola has committed to provide an additional $350 million of bank guarantees should they be required," said Roy Grant, Vice President and CFO of Iridium LLC. During the fourth quarter of 1998, Iridium began the transition from a development stage company into an operating company with no significant revenues expected until the first quarter of 1999. As a result, Iridium LLC reported a net loss of $440 million or $3.12 loss per Class 1 Interest for the fourth quarter 1998, and a net loss of $1,259 million or $8.91 per Class 1 Interest for the twelve months ended December 31, 1998. Iridium LLC became the world's first global satellite phone and paging company on November 1, 1998. LEVITZ: Closing Sales Commence at 27 Stores ------------------------------------------- In one of the largest furniture liquidations in the United States a joint venture composed of Hilco/Great American Group, Gene Rosenberg Associates and The Nassi Group has provided the highest bid for the 27 stores that Levitz is closing. The three companies were appointed recently by the US Bankruptcy Court in Delaware as the agent to dispose of $70 million of inventory. Levitz will be guaranteed a minimum return of 80.5 percent of the cost value of the inventory in the closing stores. Going out of business sales in the 27 stores will commence tomorrow under Hilco, Rosenberg and Nassi's direction. Levitz Furniture Store Closings: 1411 Airway Boulevard, El Paso, TX 2901 E. Pioneer Parkway, Arlington, TX 6913 Camp Bowie Boulevard, Fort Worth, TX 18633 LBJ Freeway, Mesquite, TX 1333 Stemmons Freeway, Dallas, TX\ 5196 Rufe Snow Drive, North Richland Hills, TX 5430 Greatfare Drive, San Antonio, TX 6706 N.W. Loop 410, San Antonio, TX 9012 Research Boulevard, Austin, TX 6001 Powerline Road, Fort Lauderdale, FL 7887 N. Federal Highway, Boca Raton, FL 3001 Okeechobee Boulevard, West Palm Beach, FL 1400 N.W. 167th Street, Miami, FL 7795 S.W. 6th Street, Plantation, FL 10200 Quail Roost Drive, Cutler Ridge, FL 50 Orchard Road, Glen Burnie, MD 6610 Baltimore National Pike, Baltimore, MD 7989 Rossville Boulevard, Baltimore, MD 12011 Rockville Pike Road, Rockville, MD 4949 Allentown Road, Suitland, MD 2950 Gallows Road, Falls Church, VA 9325 Rosehill Road, Lenexa, KS 5420 Chouteau Traffic Way, North Kansas City, MO 3920 S. Noland Road, Independence, MO 8301 E. Washington Street, Indianapolis, IN 6250 West 38th Street, Indianapolis, IN 1401 S. Clearview Parkway, Jefferson, LA LIFEONE: Settles With Two Creditors ----------------------------------- LifeOne, Inc. (OTC Bulletin Board:LONE), announced today that it has settled with two of the three petitioners in the involuntary bankruptcy petition filed against the company on August 27, 1998. The two petitioners are Asia Equities, Inc. and Arcadia Mutual Fund, Inc. The settlement agreement may be subject to bankruptcy court approval. LifeOne and certain shareholders filed a stock manipulation lawsuit against Asia Equities and Arcadia Mutual, among 22 others, on July 21, 1998. The lawsuit has cleared the preliminary hurdles and is currently moving into the discovery process. On August 27, 1998, Asia Equities and Arcadia Mutual along with Black Sea, another debenture holder, filed an involuntary bankruptcy petition against LifeOne. This petition was recently stayed pending judicial review of LifeOne's appeal of the preliminary ruling not to dismiss the case. Management plans to repurchase the debentures instead of issuing additional shares of common stock. LIVENT INC: Creditors Balk At Terms of Loan ------------------------------------------- Creditors of cash-strapped Broadway producer Livent Inc. balked at the final terms of a rescue loan Monday and said they were seeking an alternative deal. A committee of secured creditors of Toronto-based Livent, asked a New York bankruptcy court to delay a hearing on approving a loan from Angelo Gordon & Co. so it could search for other financing. New York investment firm Angelo Gordon pledged $25 million to the beleaguered theater company in December, when Livent was within days of failing to meet its payroll. The final conditions of repayment were set last week in filings in New York bankruptcy court and proved to be too much for Livent's creditors' committee. Livent's court filings, however, said the terms of the loan would effectively give Angelo Gordon control of the troubled theater concern, giving it the right to foreclose on Livent on five days' notice without a court hearing. Other terms were linked to specific income and expense levels, instead of the total performance of Tony Award-winning company. That would mean that poor returns from one show could trigger a foreclosure, even if the company was beginning to turn around its fortunes elsewhere. Given Livent's losses of $4.6 million since it filed for bankruptcy protection in the United States and Canada in mid-November, such a scenario would be a real possibility. Operating costs declined to $15 million in the six weeks from Nov. 19 to Jan. 3 from $17.9 million in the prior month due to the layoff of 100 employees and to lower theater costs and professional fees. Livent's shares, which have been delisted from New York's Nasdaq and Canada's Toronto Stock Exchange, traded unchanged on Canada's over-the-counter market at C$0.22 in slim volume Monday morning. ($1=$1.51 Canadian) MCA FINANCIAL: May Seek Bankruptcy Protection --------------------------------------------- MCA Financial Corp., Southfield, Mich., may file for chapter 11 protection or possibly liquidate, The Detroit Free Press reported. On Friday, state regulators seized the organization, charging the failed mortgage company with neglecting to keep proper customer payment records and possibly damaging consumers' credit histories. Michigan Financial Institutions Bureau Commissioner Patrick McQueen placed B.N. Bahadur of BBK Ltd. in charge of MCA, which closed its 40 branch offices and laid off all of is 900 employees on Jan. 22. McQueen said that the agency is thinking of rehabilitation, but that bankruptcy or liquidation are considerations as well. MCA Financial serviced about 4,700 mortgages for individual and corporate investors that totaled about $355 million, and handled about 7,000 land contracts, worth some $181 million. McQueen's seizure order was filed after the bureau's week- long investigation into MCA's operations. McQueen said it is a complicated situation. MCA's absence of employees to service the loans violated the state's Mortgage Brokers, Lenders and Servicers Licensing Act and Secondary Mortgage Loan Act. This prompted McQueen to seize the assets and replace the MCA's board of directors with board-appointed employees. METALLURG HOLDINGS INC: Files Quarterly Report ---------------------------------------------- Metallurg Holdings Inc. filed its Quarterly Report on Form 10-Q/A (Amendment No. 1) for the period ended October 31, 1998 with the SEC. The amendment is being filed to reflect a change in the accounting by Metallurg Holdings, Inc. for its purchase of Metallurg, Inc. on July 13, 1998 and its calculation of goodwill in accordance with APB No. 16, "Business Combinations". Previously, a $3.5 million payment to cancel compensatory options of Metallurg, Inc. was recorded as merger-related costs in the period June 10, 1998 (inception) to October 31, 1998 and Metallurg Holdings, Inc. reported a net loss of approximately $8.4 million. The condensed consolidated financial statements of Metallurg Holdings, Inc. and related notes thereto are amended and restated in their entirety to reflect the $3.5 million payment, net of taxes of $0.8 million, as a component of the purchase price. Upon revision, (i) the excess of the purchase price over the fair value of the net assets acquired was approximately $102 million, versus $99.2 million previously reported, (ii) goodwill amortization, net of tax, has been adjusted in the periods ended October 31, 1998 and (iii) the net loss for the period is reduced to approximately $5.6 million. MONTGOMERY WARD: Seeks To Amend DIP, Lower EBITDA Minimum --------------------------------------------------------- Montgomery Ward Holding Corp. is seeking court authorization to amend its $1 billion debtor-in-possession financing facility with General Electric Capital Corp. and to pay a $1.4 million amendment fee as consideration for the lowering of the DIP agreement's minimum acceptable EBITDA levels. "If the Post-Petition Loan Agreement is not amended according to the terms of the Amendment, the Debtors believe that they could have insufficient covenant cushion under the Post-Petition Loan Agreement prior to the maturity thereof," the retailer warned in recent motion. The third amendment lowers the current minimum levels of EBITDA the retailer is required to maintain for specified quarters in fiscal years 1998 and 1999. (The Daily Bankruptcy Review and ABI Copyright c February 1, 1999) NIAGRA MOHAWK: Pursues Sale of Nuclear Assets --------------------------------------------- Syracuse, January 28 - Niagara Mohawk Power Corp. (NYSE:NMK) announced plans to pursue the sale of its nuclear assets, the Nine Mile Point Unit 1 nuclear plant and a 41 percent co-ownership of the Nine Mile Point Unit 2 nuclear plant. The company said it is in discussions concerning a sale but there can be no assurance that a transaction will occur. The company does not plan to make any further announcements on this matter until it signs a definitive agreement or determines not to pursue a sale. "The decision to pursue a sale of our nuclear assets is in line with our strategic direction of building shareholder value by focusing on our core energy delivery business," said William E. Davis, Niagara Mohawk's chairman and chief executive officer. "We believe the future of Nine Mile Point as a major employer and economic force for our region will be well served by a sale to a buyer interested in pursuing a nuclear strategy." As a stipulation of a sale, Niagara Mohawk will require any buyer to accept the current collective bargaining agreement with International Brotherhood of Electrical Workers Local 97 and will seek to maximize employment opportunities for the existing workforce. Niagara Mohawk has 1,350 employees at the nuclear plants. The approval of the Nuclear Regulatory Commission, Federal Energy Regulatory Commission, New York State Public Service Commission, and other regulatory bodies would be required before the conclusion of any sale, a process which would take 12 to 18 months after the completion of an agreement with a buyer. A sale of its nuclear assets would further Niagara Mohawk's divestiture from electricity generation. Niagara Mohawk has reached agreements to sell its hydroelectric and coal facilities. The company is currently pursuing the sale of its oil/gas plants. NIAGRA MOHAWK: Reports 1998 Earnings ------------------------------------ SYRACUSE, January 28 - Niagara Mohawk Power Corp. (NYSE: NMK) announced financial results for 1998, concluding a year of notable achievements that returned the company to financial stability, but required significant non-cash charges to earnings. The company reported a 1998 loss of $157.4 million, or a loss of 95 cents per share, compared to 1997 earnings of $145.9 million, or $1.01 per share. The company also reported that, at a regularly scheduled meeting today, its Board of Directors declared dividends at prescribed rates for all series of preferred stock. In a year of important achievements for the company, the most important was the closing of the Master Restructuring Agreement (MRA) with independent power producers (IPPs) in June. The MRA allowed the company to terminate, restate or amend contracts which represented about 75 percent of the company's over-market purchase power obligations. In return, the IPPs received approximately $3.9 billion in cash and 20.5 million shares of common stock. As part of its POWERCHOICE agreement, Niagara Mohawk will recover the cost of the MRA over 10 years. The company established a regulatory asset to reflect the cost of the MRA, and will amortize it as a non-cash charge to earnings over the 10-year recovery period. Additionally, in approving POWERCHOICE, the New York Public Service Commission limited the value of the MRA regulatory asset, which resulted in a one-time non-cash charge to earnings of $263.2 million, or $1.03 per share, in 1998. The amortization of the MRA regulatory asset in 1998 further reduced earnings by $128.8 million, or 50 cents per share. Earnings in 1998 were also lower because of the dilution caused by the issuance of 42.9 million shares of common stock in connection with the MRA. Although earnings were depressed as a result of the non-cash charges related to the MRA, the company's cash flow improved in 1998. Payments to IPPs were reduced by $225.9 million in 1998, compared to 1997, while fuel for electric generation increased $60.5 million, and interest charges, primarily related to the debt issued in connection with the MRA, increased $78.7 million. Earnings in 1998 were also affected by the incremental costs of a January ice storm and a Labor Day windstorm, reducing earnings by approximately 24 cents per share and 6 cents per share, respectively. The company reported a fourth-quarter 1998 loss of $26.5 million, or a loss of 14 cents per share, compared to a fourth-quarter 1997 loss of $1.4 million, or a loss of 1 cent per share. Earnings for the fourth quarter of 1998 were lower than last year's fourth-quarter earnings primarily because of the impact of the non-cash amortization of the MRA regulatory asset of $96.6 million, or 34 cents per share. Cash flow in the fourth quarter of 1998 improved as payments to IPPs during the fourth quarter 1998 decreased $157.6 million compared to 1997. For the same period, fuel for electric generation increased $9.4 million and interest charges increased $63.4 million. Electric revenues for 1998 were $3.3 billion, down 1.5 percent from 1997. Electric revenues for the fourth quarter 1998 were down 5.6 percent compared to the fourth quarter last year. Primarily because of the warmer weather in 1998 as compared to 1997, retail sales of electricity in 1998 decreased 1.6 percent and total electricity sales were down 1.9 percent. Also, because of warmer weather in the fourth quarter of 1998, retail sales of electricity and total electricity sales in the fourth quarter 1998 were down 2.7 percent and 4.6 percent, respectively, as compared to the same period in 1997. Natural gas revenues for 1998 were $565.2 million, down 14.0 percent from 1997. Fourth-quarter 1998 natural gas revenues were down 18.2 percent compared to the fourth quarter 1997. Retail sales of natural gas for the year and fourth quarter 1998 decreased 17.3 percent and 21.9 percent, respectively, compared to the same periods in 1997, primarily due to warmer weather. Total gas deliveries, which include the transportation of customer-owned gas, were down 15.6 percent for the year 1998, and down 29.9 percent in the fourth quarter 1998, also primarily due to the warmer weather and, in addition, due to reduced consumption of natural gas by the IPPs. Dividends were declared at the prescribed rates for all series of preferred stock. The first quarter 1999 dividend rate per annum for the adjustable rate preferred stock Series A is 6.50 percent; Series B is 7.50 percent; and Series C is 7.00 percent. These rates equate to payments of $0.40625; $0.46875; and $0.4375 per share, respectively. Preferred dividends are payable March 31 to holders of record March 8, 1999. PAL: Phillipine President Says No State Takeover ------------------------------------------------ Philippine President Joseph Estrada reiterated on January 29 that there would be no state takeover of the debt- ridden national carrier Philippine Airlines (PAL). Reports earlier in January had suggested that government financing institutions might be allowed to bail the company out, however the government is firm in its policy to refuse authorization for the use of public money in this way. Local Philippine creditor banks of PAL have sent a petition to the Securities and Exchange Commission (SEC) protesting against the 'goodwill' payment of US$37.9m approved by the SEC on 29 January and made by PAL to its major foreign creditors on the same date. The petition maintains that the moratorium imposed on payments in July 1998 should be upheld. The local creditors are also claiming that threats by foreign creditors to repossess the PAL fleet are groundless according to US bankruptcy laws. Chase Manhattan Bank had also petitioned the SEC to prevent the payment, while the Deutsche Bank has criticized the payment. Despite a partial payment having been made, PAL is still waiting on the outcome of talks which will determine whether the payment was acceptable to creditors and will prevent the seizure of aircraft, and allow PAL management time to develop another rehabilitation plan. In some good news for PAL creditors the airline is currently in talks with German carrier Lufthansa about the potential sale of PAL's maintenance workshops. According to a report by Dow Jones News, these talks are still in the early stages. In a separate report Dow Jones News has reported that the PAL catering and ground handling operations might also be up for sale after the Philippine Finance Secretary announced plans to sell off non- core operations by March in an attempt to raise US$200m to service PAL's debts. PAL has announced it will be commencing a code-sharing arrangement with Malaysia Airline System Bhd for the operation of services by MAS between the Philippines and Malaysia from 1 February. PAL will have a seat allocation on each MAS service between Manila and Cebu and Kuala Lumpur, Kota Kinabalu and Kuching in Malaysia. The joint services will be the first time since June 1998 that PAL has had a presence in Malaysia. Flights will be promoted and sold as joint MAS/PAL flights in both Malaysia and the Philippines. (Airline Industry Information (C) 1997-9 M2 COMMUNICATIONS LTD Airline-02/01/99) PONDEROSA FIBRES: Case Summary ------------------------------ Ponderosa Fibres of Washington, LP filed for Chapter 11 bankruptcy protection in the District of Delaware on January 21, 1999. The debtor's attorney is Richards, Layton & Finger, PA, One Rodney Square, PO Box 551, Wilmington, Delaware. PREMIER LASER: Annual Shareholders Meeting Set For Feb 26 --------------------------------------------------------- The Annual Meeting of Shareholders of Premier Laser Systems, Inc. will be held at 3 Morgan, Irvine, California, on Friday, February 26, 1999 at 1:30 p.m. for the following purposes: (1) To elect members of the Board of Directors to serve until the next annual meeting of shareholders; (2) To approve and adopt a Stock Option Plan providing for the issuance of options for up to 1,500,000 shares of Common Stock to eligible employees, officers, directors and consultants of the Company and its subsidiaries; As of January 22, 1999, the Company had issued and outstanding 14,932,763 shares of Class A Common Stock, 1,257,499 shares of Class E-1 Common Stock and 1,257,499 shares of Class E-2 Common Stock. The nominees for the Board of Directors are as follows: Colette Cozean, Ph.D., Patrick J. Day, G. Lynn Powell, D.D.S., Lawrence D. Ashcroft, Fredric J. Feldman, Ph.D., John D. Hunkeler, M.D., F.A.C.S. and Lewis H. Stanton. SANTA FE GAMING: Current Executive Officers ------------------------------------------- The following is a list of the current executive officers and Directors of the Company: NAME POSITION WITH THE COMPANY ---- ------------------------- Paul W. Lowden Chairman of the Board, President and Chief Executive Officer Thomas K. Land Director, Senior Vice President and Chief Financial Officer William J. Raggio Director, Executive Vice President, Secretary and Corporate Counsel Suzanne Lowden Director, Executive Vice President Christopher W. Lowden Executive Vice President James W. Lewis (1)(2) Director John W. Delaney (1)(2) Director SINGING MACHINE: Annual Meeting Set For March 18 ------------------------------------------------ You are cordially invited to attend the Annual Meeting of the Shareholders of The Singing Machine Company, Inc. The meeting will be held on March 18, 1999 at 10:00 a.m. in the Marriot Hotel located at Crocker Center, 5150 Town Center Circle, Boca Raton, Florida. The subjects proposed for action at the meeting are the election of directors, to approve The Singing Machine Company, Inc. Employee Stock Option Plan, the amendment of the Company's Articles of Incorporation to increase the number of authorized shares, the approval of the Company's independent certified public accountants, and the conduct of such other business as may properly come before the meeting. TEXFI INDUSTRIES: Notification of Late Filing -------------------------------------------- TEXFI INDUSTRIES, INC. informed the SEC that the company's annual report on Form 10-K will be filed on or before the 15th calendar day following the prescribed due date. The company engaged new counsel in the course of its preparation of subject report. The coordination of such new counsel's advice with that of the company's independent auditors with respect to subject report has delayed the company in the preparation of such report, which delay could not have been avoided without unreasonable effort and expense. Meetings, Conferences and Seminars ---------------------------------- 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 4-6, 1999 AMERICAN BANRKUTPCY INSTITUTE Rocky Mountain Bankruptcy Conference Westin Tabor Center, Denver, Colorado Contact: 1-703-739-0800 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, 1999 NORTON INSTITUTES ON BANKRUPTCY LAW Norton Bankruptcy Institute I Olympic Park Hotel, Park City, Utah Contact: 1-770-535-7722 March 18-21, 1999 NORTON INSTUTUTES ON BANKRUPTCY LAW Norton Bankruptcy Litigation Institute II Flamingo Hilton Hotel, Las Vegas, Nevada Contact: 1-771-535-7722 March 19, 1999 AMERICAN BANRKUTPCY INSTITUTE Bankruptcy Battleground West Century Plaza Hotel, Los Angeles, California Contact: 1-703-739-0800 March 25-27, 1999 Southeastern Bankruptcy Law Institute, Inc. 25th Annual Southeastern Bankruptcy Law Institute Marriott Marquis Hotel, Atlanta, Georgia Contact: 1-770-451-4448 April 15-18, 1999 AMERICAN BANRKUTPCY INSTITUTE Annual Spring Meeting J.W. Marriott, Washington, DC Contact: 1-703-739-0800 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 April 30-May 4, 1999 INTER-PACIFIC BAR ASSOCIATION Annual Meeting and conference, including a one-day program on cross-border insolvencies Shangi-La Hotel, Bangkok, Thailand Contact: 011-66-2-233-0055 June 3-6, 1999 AMERICAN BANRKUTPCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort, Traverse City, Michigan Contact: 1-703-739-0800 July 1-4, 1999 NORTON INSTITUTES ON BANKRUPTCY LAW Western Mountains Bankruptcy Law Institute Jackson Lake Lodge, Jackson Hole, Wyoming Contact: 1-770-535-7722 July 15-18, 1999 AMERICAN BANRKUTPCY INSTITUTE Northeast Bankruptcy Conference Mount Washington Hotel & Resort Bretton Woods, New Hampshire Contact: 1-703-739-0800 August 4-7, 1999 AMERICAN BANRKUTPCY INSTITUTE Southeast Bankruptcy Workshop The Ritz-Carlton, Amelia Island, Florida Contact: 1-703-739-0800 September 16-18, 1999 AMERICAN BANRKUTPCY INSTITUTE Southwest Bankruptcy Conference The Hotel Loretto, Santa Fe, New Mexico Contact: 1-703-739-0800 December 2-4, 1999 AMERICAN BANRKUTPCY INSTITUTE Winter Leadership Conference La Quinta Resort & Club, La Quinta, California Contact: 1-703-739-0800 The Meetings, Conferences and Seminars column appears in the TCR each Tuesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. ********* 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 1999. 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. 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