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/raid1/www/Hosts/bankrupt/TCR_Public/990316.MBXT R O U B L E D C O M P A N Y R E P O R T E R Tuesday, March 16, 1999, Vol. 3, No. 51 Headlines CAJUN ELECTRIC: Bidders for Co-op Await Judge's Advice CAROUSEL HOTEL: Chapter 11 Filing Holds Off Auction CENTENNIAL COAL: Hearing To Approve Sale of Assets COMPRESSION INC: Files Chapter 11 DOW CORNING: Asks Women To Vote On Implant Deal EQUALNET COMMUNICATIONS: Retains Market Pathways GENEVA STEEL: Committee Taps Parsons Behle & Latimer GENEVA STEEL: Taps Cadwalader, Wickersham & Taft JUMBOSPORTS: Applies To Employ Jefferies & Company, Inc. LIVENT: Seeks Extension of Exclusivity MEDPARTNERS: Issues Statement Regarding Investor Inquiries MOBILE ENERGY: Seeks Extension To Assume/Reject Leases MOBILEMEDIA: Files Proposed Stipulation NETS INC: Committee Seeks Final Decree PHP HEALTHCARE: AHCA Withdraws Sponsorship Of Plan PHP HEALTHCARE: Committee Taps The Bayard Firm as Counsel PHP HEALTHCARE: Seeks Extension of Exclusivity TELEGROUP INC: DIP Interim Order THE PENN TRAFFIC: Seeks To Reject Leases THORN APPLE: Interim Financing Order TRAK AUTO: Sold For $53.2 Million to HalArt WOODSON'S: Files For Chapter 11 Protection Meetings, Conferences and Seminars ********* CAJUN ELECTRIC: Bidders for Co-op Await Judge's Advice ------------------------------------------------------ Tulsa World reports on March 13, 1999 that a unit of Central & South West Corp. and a group led by Southern Co. expect a judge to give details Monday on how they can alter and resubmit plans to acquire bankrupt Cajun Electric Power Cooperative. U.S. Bankruptcy Judge Gerald Schiff rejected plans from both groups Feb. 11, saying they hadn't met bankruptcy code standards. The decision is believed to be the first in which a bankruptcy court rejected all reorganization proposals for a company. The judge had suggested ways the companies could alter their proposals to reorganize the Louisiana utility's debts and acquire it. The Southern group, which includes Northern States Power Co. and AEI Holding Co.'s Zeigler Coal Holding Co., bid $1.19 billion for Cajun while Southwestern Electric Power Co., the CSW unit, offered $940.5 million. Both companies said they remain interested in acquiring Cajun, which provides power through 11 member cooperatives to 1 million customers in rural Louisiana. CAROUSEL HOTEL: Chapter 11 Filing Holds Off Auction --------------------------------------------------- The Baltimore Sun reports on March 13, 1999 that a foreclosure auction of the Carousel Hotel & Resort in Ocean City, one of the seaside resort's best-known landmarks, was forestalled yesterday when the owner filed for Chapter 11 bankruptcy protection. Joel I. Sher, an attorney with Shapiro & Olander who is representing the building's owners, said the partnership sought bankruptcy court protection in part to prevent the auction, which had been set for Monday. "The precipitating event was Monday's foreclosure, but there also appears some debt that could be restructured," said Sher. "We also hope this gives us the opportunity to put some of the acrimony here behind everybody. This is basically a healthy enterprise that doesn't need to be in bankruptcy." Courtland Townsend, an Ocean City attorney representing a receiver appointed by a Worcester County court, said the bankruptcy filing did not come as a surprise. "We were expecting it," said Townsend. He said the receiver, James R. Bergey, plans to ask the bankruptcy court to allow the sale to proceed. "We have a lot of buyers interested, and fully expect to proceed with the sale in about three weeks," said Townsend. The Carousel, which has 264 hotel rooms and 190 condominium units, is owned by the Scranton, Pa.-based Four Star Enterprises Ltd. Partnership, which is controlled by heart surgeon Dr. Siamak A. Hamzavi. He bought the hotel in 1995 for $7 million. Sher estimated Four Star's chief debt to be $3.3 million in unpaid liens and city-ordered repairs that Worcester County Circuit Judge Theodore Eschenburg ordered Hamzavi and Four Star to satisfy in January. The Carousel condominium owners association has been at odds with Hamzavi over alleged nonpayment of condominium dues and assessments. Hamzavi and Four Star own 22 condominium units. Hamzavi said yesterday that the receiver's accounting of the debts is "bogus." The physician maintained that the condominium association owes Four Star more than $1.8 million for "services" the hotel provided the association, and that because of that debt Four Star has been unable to pay bills it owes. "This is a total civil abuse by the court system," said Hamzavi. "It's totally outrageous. We will sit down with any homeowner and their accountant and show them our books. We can reconcile everything. We want Bergey out of our building." CENTENNIAL COAL: Hearing To Approve Sale of Assets -------------------------------------------------- On March 30, 1999 a hearing will be held with respect to the motion of Centennial Coal, Inc. and its affiliates for approval of the sale of substantially all of the debtors' assets. The debtors seek authorization of the sale of substantially all of the debtor's assets to Century Coal Company LLC for a purchase price of $30 million subject to reduction for past due property tax liens assumed by the Buyer. The closing must occur not later than April 14, 1999. Minimum overbids have been set at $100,000. The debtors state that there is a sound business reason for the sale, that the debtors do not have the resources to continue to operate their businesses on a stand-alone basis, as demonstrated by their current level of operations and their inability to secure meaningful financing prior to bankruptcy. Consequently the debtors assert that a sale to a third party is the only means of maximizing the value of the assets. COMPRESSION INC: Files Chapter 11 --------------------------------- Louisville, Ky.-based Compression Inc. has filed for chapter 11 protection with about $15 million in assets and $30 million in liabilities, The Indianapolis Star and News reported last week. The company, founded in Indianapolis in 1993 but now headquartered in Louisville, owes $206,000 to Cardinal Ventures of Indianapolis and $676,00 to CID Equity Partners, the city's largest venture firm. Compression, an aggressive company known for creating an industry of developing products for corporations, generated about $30 million in revenue in each of its peak years in 1997 and 1998, and the company employed about 300 people. Today the company has about 200 employees, and it is likely to sell its offices to satisfy creditors, CEO Bob Leasure said. Leasure said the company's financial problems are associated with taking on too much debt; it bought expensive equipment and then saw competitors buy similar equipment later for less. Compression's competitors then undermined the company with lower prices, Leasure said. (ABI 15-Mar-99) DOW CORNING: Asks Women To Vote On Implant Deal ----------------------------------------------- Dow Corning Corp. said Monday it mailed ballots to 170,000 women around the world asking them to approve a $3.17 billion settlement to end claims against the company for allegedly harmful silicone gel breast implants. Dow Corning, a joint venture between Dow Chemical Co. and Corning Inc. , said the ballots were mailed Monday and gave women 60 days until May 14 to vote on whether to accept the plan -- an outgrowth of litigation that began in the late 1980s. Dow Corning spokesman Michael Jackson told Reuters at a news conference in New York that the plan, if approved, would allow the joint venture to emerge from bankruptcy. Dow Corning filed for Chapter 11 bankruptcy in May 1995, he said, "primarily to stay over 19,000 lawsuits against us. That's the main reason for the announcement today that the ballots were going out. We want to emerge from bankruptcy." Jackson said the plan had also been endorsed by a so-called tort claimants committee appointed by the U.S. Bankruptcy Court in Bay City, Mich., to represent women who have received implants and claim they caused medical problems ranging in severity from aches and pains to serious illnesses such as lupus. The agreement would allow women who vote against the proposed settlement to proceed with litigation at their own expense against Dow Corning even if the plan wins approval. "That's the real benefit of this plan -- it gives claimants a choice to settle or to resume litigation," said attorney Kenneth Eckstein, a member of the tort claimants committee. The proposed deal would also settle some unrelated lawsuits against Dow Corning concerning allegedly faulty medical devices, Jackson said. And it would set aside an additional $1.3 billion to pay off Dow Corning suppliers, creditors and public debt holders who have been owed money since the bankruptcy took effect. The plan stipulates payments of up to $3.17 billion over 16 years to those who filed medical liability claims. That includes an immediate $1 billion payment when the settlement becomes effective, hopefully by this summer, Dow Corning said. The deal would allow claimants who agreed to settle to choose any or all of three types of compensation: * a one-time, $5,000 payment for removal of the claimant's Dow Corning breast implant if the removal occurred after Dec. 31, 1990, and within 10 years after the plan went into effect; * a $25,000 payment if the claimant had a ruptured implant that was removed either prior to the settlement or two years thereafter; * a payment of between $12,000 and $300,000 for disease claims confirmed by medical records. Dow Corning said the settlement was more beneficial to claimants than a 1996 settlement between breast implant recipients and implant manufacturers Bristol-Myers Squibb Co. , Baxter International Inc. and Minnesota Mining and Manufacturing Co. (New York Newsdesk, Reuters:International - 03/15/99) EQUALNET COMMUNICATIONS: Retains Market Pathways ------------------------------------------------ Equalnet Communications Corp., announced last week that it has chosen Market Pathways, a full-service financial public relations firm specializing in small- and mid-size companies to assist in its investor relations efforts, according to a newswire report. Equalnet is a long distance telecommunications company. A hearing is scheduled for April 26 to consider confirmation of the reorganization plan of its subsidiary, Equalnet Corp., which has the support of the Unsecured Creditors' Committee. Equalnet expects that if the plan is approved, it would be effective in early May and the company would then emerge from chapter 11. Equalnet plans to continue to seek growth by acquiring other telecom resellers and smaller facilities-based carriers and to improve margins and profitability in acquired companies by serving customers more efficiently and selling them a comprehensive bundle of related telecom products. (ABI 15-Mar-99) GENEVA STEEL: Committee Taps Parsons Behle & Latimer ---------------------------------------------------- The Unsecured Creditors Committee of Geneva Steel Company seeks to retain the law firm Parsons Behle & Latimer as counsel to the Committee. The firm will represent the Committee in its analysis of and consultations with the debtor concerning the operation of the debtor's business and the administration of the debtor's case; It will represent the Committee and the interests of unsecured creditors in negotiations toward, and confirmation and consummation of, any reorganization plan; The firm will charge its customary hourly rates which range from $260 per hour to $145 per hour. The hourly rate for the attorney currently assigned to the case, J. Thomas Beckett, is $185 per hour. GENEVA STEEL: Taps Cadwalader, Wickersham & Taft ------------------------------------------------ The debtor, Geneva Steel Company seeks court approval to employ and retain Cadwalader, Wickersham & Taft as counsel to the debtor. The debtor also seeks court approval to retain the law firm of LeBoeuf, Lamb, Greene & MacRae LLP as local counsel in the case. The firm has represented the debtors for approximately three months prior to the Petition Date. During the period from November 10, 1998 to the Petition date, the firm received $874,380 from the debtor. The firm will be responsible for advising the debtor of its rights, powers, and duties; the firm will take all necessary action to protect and preserve the estate of the debtor, will prepare all necessary motions and applications, and will prosecute the proposed plan of reorganization on behalf of the debtor. The debtor agrees to pay Cadwalader, Wickersham & Taft its customary hourly fees. JUMBOSPORTS: Applies To Employ Jefferies & Company, Inc. -------------------------------------------------------- JumboSports Inc. seek authorization to employ Jefferies & Company, Inc. as financial advisor for the debtor. The firm will act as financial advisor in connection with the potential sale of the debtor through any structure or form of transaction. The firm will advise the debtor in connection with its sale of real estate properties and will provide testimony in support of any motion seeking approval of such a transaction. The debtor has agreed to pay Jefferies an initial retainer fee of $100,000. In the event such a sale transaction occurs, the debtor will pay Jefferies a fee of $1 million in cash at the closing of the transaction less the retainer fee. LIVENT: Seeks Extension of Exclusivity -------------------------------------- Livent (U.S.) Inc., et al, debtors, seeks an order further extending the debtors' exclusive periods in which to file a plan or plans of reorganization and solicit acceptances tot he plan. If approved, the exclusive period shall be extended from March 18, 1999 through July 30, 1999 and the exclusive period during which each debtor may solicit acceptances of such plan of reorganization shall be extended from May 17, 1999 through September 28, 1999. The debtors assert that the sheer size and complexity of these cases supports a finding of cause to extend the exclusive periods. The debtors claim that due to the discovery of the widespread financial irregularities, the debtors' management team has had to work round the clock to stabilize profitable productions. Management has implemented an overhead reduction plan which will yield annualized savings of more than n C$12 million. The debtors obtained a postpetition DIP financing facility providing $5 million of working capital. the debtors hired SG Cowen, an investment bank to assist the debtors. The debtors have until April 19, 1999 to assume or reject leases. The debtors claim that they have not yet been given sufficient time in which to determine how to best maximize value, let alone negotiate the distribution of such value. This is the debtors' first request for such an extension and the debtors argue that they have not had a meaningful opportunity to complete the foundation for, let alone negotiate, a plan of reorganization. MEDPARTNERS: Issues Statement Regarding Investor Inquiries ---------------------------------------------------------- MedPartners, Inc. (NYSE: MDM) (the "Company") today issued the following statement in response to investor and media inquiries regarding actions taken last week by the State of California Department of Corporations. The Department assumed control of MedPartners Provider Network, Inc., a California healthcare services plan licensed under the Knox-Keene Health Care Act of 1975 (the "Plan") and appointed a Conservator. The Conservator filed the Plan under Chapter 11 of the US Bankruptcy Code. MedPartners said: "Only MedPartners Provider Network, Inc. has been placed under the Conservator's control. Neither MedPartners, Inc. nor any other MedPartners entity, including the Company's extensive physician practice management operations in California, is under the Conservator's control or is party to the bankruptcy proceeding. "The Plan contracts with health plans to manage risk capitation agreements with healthcare providers in California. A portion of the Plan's management and administrative services are provided by MedPartners, Inc. under a management services agreement. It is MedPartners' understanding that the Plan has to compensate the Company for providing these services on an ongoing basis. "MedPartners also contracts with physician groups in California to provide management services to the groups and related operations. "MedPartners' outside legal advisors have confirmed that the Company has no legal obligation to fund the operating losses of either the Plan or the physician groups. "All of MedPartners' physician services operations, including the Plan, have been separated from MedPartners' continuing operations as of January 1, 1999 and are being accounted for as discontinued operations. As part of that separation, MedPartners recorded a charge against earnings of $1.23 billion in the fourth quarter of 1998. Reflected in the charge are reserves covering the anticipated cost of exiting all physician services businesses in California. Based on current information, MedPartners believes that the reserves are adequate and that the actions of the Department of Corporations will not have a material adverse impact on the continuing operations of MedPartners, Inc. "It is important to note that during 1998, MedPartners provided the California operations with more than $200 million from sources external to the state of California. It remains MedPartners' intention to meet its legal obligations to ensure that the physician practices will continue to provide healthcare services to the citizens of California." MOBILE ENERGY: Seeks Extension To Assume/Reject Leases ------------------------------------------------------ Mobile Energy Services Company, LLC and Mobile Energy Services Holdings, Inc. seek an order extending the time within which they must assume or reject unexpired leases of nonresidential real property for an additional 180 day period. The days are party to approximately 8 nonresidential real property leases. The debtors seek an extension of 180 days due to the complexity of the leasing arrangements and due to the fact that the leases are indispensable to the debtors' reorganization efforts. The leases are central to operations, and all of the debtors' facilities, including the Energy Complex, are located on the leased promises. The analysis of the Energy Complex will further require a substantial expenditure of time and energy by the debtors' employees during a period when the employees are faced with many other issues. In addition, the debtors' decision to assume ore reject the leases may depend in part upon the current litigation with Kimberly- Clark which is the result of an adversary proceeding against Kimberly-Clark due to the closure of Pulp Mill. MOBILEMEDIA: Files Proposed Stipulation --------------------------------------- MobileMedia Corp. announced that it has filed a stipulation with the U.S. Bankruptcy Court for the District of Delaware that, if executed by all parties thereto and approved by the Bankruptcy Court, would resolve pending objections to MobileMedia's Third Amended Joint Plan of Reorganization and result in the Plan being either confirmed or denied by the Bankruptcy Court. The Plan provides for the merger of MobileMedia into Arch Communications Group Inc. The agreement reflected in the Stipulation contemplates signature by (i) Arch, (ii) MobileMedia, (iii) the debtors' unsecured creditors committee, (iv) the agent for the debtors' prepetition secured lenders, (v) the unsecured creditors that have filed certain objections to confirmation of the Plan (the "Objectors") and (vi) two members of the unsecured creditors committee and two other unsecured creditors that have agreed, as "standby purchasers," to purchase certain shares of Arch common stock to the extent the shares are not purchased by other unsecured creditors through the exercise of rights being issued to them by Arch pursuant to the Plan. The Stipulation, as filed, has been signed only by MobileMedia and the Objectors. A hearing on approval of the Stipulation is scheduled with the Bankruptcy Court for March 16, 1999, at 3 p.m. There is no assurance that the Stipulation will be signed by all of the parties thereto or, if signed, that the Stipulation will be approved by the Bankruptcy Court. Under the Stipulation, the confirmation hearing, which had been continued to March 26, 1999, will be further continued until April 12, 1999 (the "Continued Confirmation Hearing") if the Objectors provide notice to the debtors by March 23, 1999, that the Objectors intend to deliver an alternative proposal for reorganization of the debtors (the "Objectors Proposal") on or before April 1, 1999. If the Objectors Proposal is delivered by April 1, 1999, and not thereafter withdrawn, the Bankruptcy Court will determine at the Continued Confirmation Hearing whether the Objectors Proposal meets the requirements set forth in the Stipulation (the "Requirements"), including requirements that the Objectors Proposal (A) be capable of confirmation and consummation within a reasonable period of time, (B) provide (x) for payment in full in cash of (i) all administrative claims, including the breakup fee in the amount of $ 25 million that may be payable to Arch under the merger agreement with Arch, and (ii) the Allowed Claims of Classes 4 and 5 (except for default interest) under the Plan (approximately $ 445 million), and (y) for a distribution to Class 6 (general unsecured creditors) that is materially greater in value than the distribution to Class 6 under the Plan, (C) have financing committed or reasonably capable of being obtained and (D) after taking into account all relevant business factors (including, without limitation, any conditions and contingencies), be superior to the Plan. Under the Stipulation, if the court finds that the Objectors Proposal does not meet the Requirements, the Plan would be confirmed, subject to a determination that the Plan meets all requirements of the Bankruptcy Code. If the Bankruptcy Court finds that the Objectors Proposal meets the Requirements, the Bankruptcy Court would deny confirmation of the Plan. If the Objectors do not deliver the Objectors Proposal by April 1, 1999 (or, if it is delivered, but thereafter withdrawn), then, subject to a determination by the court that the Plan meets the requirements of the Bankruptcy Code, the Plan would be confirmed. Under the Stipulation and subject to the terms and conditions thereof, the Objectors would withdraw their objections to confirmation of the Plan and waive their rights to appeal confirmation of the Plan. Also, under certain circumstances, the Objectors would be deemed to have voted in favor of the Plan. In addition, the Stipulation (A) provides that, if the Plan is confirmed on March 26, 1999, the rights-offering period contemplated by the Plan would expire 45 days after confirmation, or that, if the Plan is confirmed on or after April 12, 1999, such rights-offering period would expire on the later of May 14, 1999, or 20 days after confirmation, (B) provides for the reimbursement by the debtors of certain fees and expenses incurred by the Objectors, (C) provides for the exchange of certain releases among various parties and (D) contains certain provisions relating to the possible payment by the debtors to Arch of a breakup fee. MobileMedia filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code on Jan. 30, 1997. MobileMedia and Arch executed their merger agreement on Aug. 19, 1998, and certain amendments thereto on Sept. 3 and Dec. 1, 1998, and Feb. 9, 1999. On Dec. 2, 1998, MobileMedia also filed the Plan, which provides for the merger. The Federal Communications Commission approved the transfer of wireless-messaging licenses from MobileMedia to Arch by an order dated Feb. 2, 1999, and released on Feb. 5, 1999. NETS INC: Committee Seeks Final Decree -------------------------------------- The Official Committee of Unsecured Creditors of Nets Inc. moves for the entry of a final decree. The Committee alleges that the debtor's amended plan of liquidation has been substantially consummated and that the case may be closed. PHP HEALTHCARE: AHCA Withdraws Sponsorship Of Plan -------------------------------------------------- Ambulatory Healthcare Corporation of America ("AHCA") today announced that it has formally withdrawn its sponsorship of a reorganization plan for PHP Healthcare Corporation, which filed Chapter 11 bankruptcy on November 19, 1998 in the U.S. Bankruptcy Court for the District of Delaware. William P. Danielczyk, President and Chief Executive Officer of AHCA, stated, "Our due diligence team and advisors worked expeditiously to structure a plan that, we believe, was realistic and offered fair value to the various stakeholders. Although the plan was received favorably by some, we regret that we were unable to align priorities and reach consensus among all of the constituencies." AHCA, a Delaware Corporation headquartered in Manassas, Virginia, operates outpatient service delivery systems which include medical rehabilitation centers and affiliated provider sites, home health agencies, ambulatory surgery centers, and physician practices. AHCA was named one of the fastest- growing private companies in the country by Inc. magazine, which released its annual ranking of the Inc. 500 on October 14, 1998. PHP HEALTHCARE: Committee Taps The Bayard Firm as Counsel --------------------------------------------------------- The Official Committee of Unsecured Creditors of PHP Healthcare Corporation seeks court approval to employ and retain the Bayard Firm as Delaware Counsel for the Official Committee of Unsecured Creditors of PHP Healthcare Corporation. The Committee has selected The Bayard Firm to provide legal advice to the Committee with respect to any sale of estate assets, any disclosure statement and plan filed in the case. The firm will prepare necessary legal documents for the Committee and appear in court to present motion, applications and pleadings. The firm will charge its current hourly rates which, for the attorneys representing the Committee, range from $340 per hour to $180 per hour. PHP HEALTHCARE: Seeks Extension of Exclusivity ---------------------------------------------- The debtor, PHP Healthcare Corporation, seeks a court order extending the exclusive periods to file a Chapter 11 plan and obtain acceptances thereof. A hearing will be held on March 31, 1999. The debtor requests the entry of an order further extending the Exclusive Filing Period through and including May 18, 1999 and the Exclusive Solicitation Period through and including July 17, 1999. Counsel to the Creditors' Committee has expressed to the debtor's counsel that the Creditors' Committee does not object to the requested extensions. The debtor states that it has made significant progress in the short duration of this case, in consultation with its senior lender, NationsBank NA and the Creditors' Committee, in resolving many of the issues confronting the debtor, its creditors and the estate. The debtor has completed the sale of its interest in PHP Health Services, as well as the sale of its interest in Virginia Chartered Health Plan. These transactions have resulted in significant value accruing to the estate The debtor has also negotiated settlements related to its contract business, including with Bethlehem Steel. The debtor has been diligently working on the preparation of a chapter 11 plan. Further, the debtor states that an extension of the exclusive periods will not harm creditors or parties in interest and is justified by the size and complexity of the debtor's cases. TELEGROUP INC: DIP Interim Order -------------------------------- The Bankruptcy Court for the District of New Jersey entered an order authorizing the debtor, Telegroup, Inc. to incur debt up to an aggregate of $3 million under the DIP facility, and the court approved a maximum credit line of $5 million from Foothill Capital Corporation. The final hearing is set for March 23, 1999 at 2 PM. THE PENN TRAFFIC: Seeks To Reject Leases ---------------------------------------- The debtors, The Penn Traffic Company, et al., seek court authority to reject a certain 17 unexpired leases. The premises covered by the leases are currently vacant and not required by the debtors in connection with their operations. In addition, the rejection of the leases will eliminate over $250,000 per month in rent plus other charges. The lease rejections relate to P&C, Quality, BiLo East, BiLo West and Big Bear locations. THORN APPLE: Interim Financing Order ------------------------------------ Thorn Apple Valley (Nasdaq: TAVI) obtained an interim financing order Thursday that will allow it to meet its projected cash needs while operating under the protection of Chapter 11. The banks have agreed to provide Thorn Apple Valley with a credit line of $7 million to allow it to continue to operate as it reorganizes. The interim order will be in effect through June 1. The company will soon be announcing several new changes. Thorn Apple Valley has undertaken an extensive program under the direction of Kansas State University to assure that the company has the most comprehensive food safety program in the United States. Thorn Apple Valley is a manufacturer of processed meat products headquartered in Southfield, Michigan. Thorn Apple Valley has sales of about $500 million and employs more than 3,000 people with plants in Michigan, North Carolina, Arkansas and Oklahoma. TRAK AUTO: Sold For $53.2 Million to HalArt ------------------------------------------- The Washington Times reports on March 13, 1999 that Trak Auto Corp., the beleaguered Landover-based auto-parts chain, was sold yesterday for $53.2 million to HalArt LLC, a closely held Michigan company. The sale ended an 11-month search by its previous owner, Richmond food wholesaler and retailer Richfood Holdings Inc., to find a buyer for the money-losing Trak. HalArt, controlled by former Exide Corp. Chairman Arthur M. Hawkins, paid $9 a share for Trak, a 29 percent premium over Thursday's closing price of $7. Mr. Hawkins did not respond to inquiries of his plans for the 175-store chain, but managers of area Trak stores said the name and current employees will remain intact. According to a Trak statement, Mr. Hawkins is pursuing a roll-up strategy in which Trak will eventually be combined with other auto- parts companies he is seeking in the Midwest, Northwest and Mid- Atlantic regions. Richfood acquired the company last April when it purchased Dart Group Corp. in Landover for about $207 million. Richfood bought Dart, formerly controlled by local retail titan Herbert Haft, solely to get control of discount grocery chain Shoppers Food Warehouse. It quickly disposed of Dart's Total Beverage chain for about $8.2 million last year. Richfood still owns Crown Books Corp., currently in Chapter 11 bankruptcy protection. "We've been at this a long time," said John Belknap, Richfood's chief financial officer. "This is a good development for us and our shareholders, and a positive step for Trak." John Stokely, Richfood's chairman and chief executive, said in a statement that the $53.2 million selling price was "consistent with the valuation we established during the acquisition of Dart." Mr. Hawkins will have his hands full strengthening Trak's position against industry leaders such as NAPA and Pep Boys. Trak posted a profit of $1.07 million for its third quarter ended Oct. 31, 1998 - its first quarterly profit in two years. But same-store sales, a measurement of activity at outlets open more than a year, have steadily declined. They fell 2.2 percent in 1998. The company said in its quarterly filing with the Securities & Exchange Commission that its customer base is continuing to dwindle in size. "The do-it-yourself customer base is shrinking due to the increased complexity of automobiles, the increased incidence of leasing and the availability of well- maintained lease vehicles entering the used-car market," the company said. The HalArt deal is expected to close by June. Dart shares closed yesterday up 20 percent to $8.38 per share on Nasdaq. Richfood shares closed up $.44 to $22.31 on the New York Stock Exchange. WOODSON'S: Files For Chapter 11 Protection ------------------------------------------ The Pittsburgh Post-Gazette reports on March 13, 1999 that the All-Star Grille Inc., the sports-theme restaurant owned by former Steeler Rod Woodson, has filed for Chapter 11 bankruptcy reorganization protection. "We're not closing. We're staying open," said Michelle Leininger, general manager of the restaurant in Station Square. The court filing did not include an estimate of assets or liabilities. Attorney Jeffrey J. Morella said that information wouldn't be available for a few weeks. Morella said he couldn't release any further details on the business until he's completed the necessary paperwork. A recording on the restaurant's voice mail system yesterday invited customers to come check out the 37 televisions and March Madness, a reference to the ongoing NCAA basketball tournament. The recording also promised a new menu coming in April. When the All-Star Grille opened in August 1995, Rod Woodson told the Post-Gazette he was the "100 percent owner" and planned to spend a lot of time in the place. The 11,000- square-foot restaurant had seating room for 320 people and used a lot of black and gold in honor of the home football team. Woodson spent a decade as cornerback for the Steelers before heading off to play for the San Francisco 49ers in 1997 and then going to Baltimore and the Ravens. Meetings, Conferences and Seminars ---------------------------------- March 18-21, 1999 NORTON INSTITUTES 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 25-26, 1999 The American Law Institute -- American Bar Association Committee on Continuing Professional Education Commercial Securitization for Real Estate Lawyers Doubletree La Posada Resort, Scottsdale, Arizona Contact: 1-800-CLE-NEWS 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 5-6, 1999 PRACTISING LAW INSTITUTE 21st Annual Current Developments in Bankruptcy and Reorganization Conference PLI Conference Center, New York, New York Contact: 1-800-260-4PLI or info@pli.edu April 15-18, 1999 AMERICAN BANRKUTPCY INSTITUTE Annual Spring Meeting J.W. Marriott, Washington, DC Contact: 1-703-739-0800 April 19-20, 1999 PRACTISING LAW INSTITUTE 21st Annual Current Developments in Bankruptcy and Reorganization Conference Grand Hyatt, San Francisco, California Contact: 1-800-260-4PLI or info@pli.edu April 22-23, 1999 AMERICAN LAW INSTITUTE -- AMERICAN BAR ASSOCIATION COMMITTEE ON CONTINUTING PROFESSIONAL EDUCATION Conference on Revised Article 9 of the Uniform Commercial Code Sheraton New York Hotel, New York, New York Contact: 1-800-CLE-NEWS April 22-25, 1999 COMMERCIAL LAW LEAGUE OF AMERICA 69th Annual Chicago Conference Westin Hotel, Chicago, Illinois Contact: 1-312-781-2000 or clla@clla.org 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 May 28-31, 1999 COMMERCIAL LAW LEAGUE OF AMERICA 51st Annual New England District Meeting Equinox Resort, Manchester Village, Vermont Contact: 1-413-734-6411 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 10-15, 1999 COMMERCIAL LAW LEAGUE OF AMERICA 105th Annual Convention Chateau Mont Tremblant, Mont Tremblant, Quebec Contact: 1-312-781-2000 or clla@clla.org 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 August 29-September 1, 1999 NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES 1999 Convention Grove Park Inn, Asheville, North Carolina Contact: 1-803-252-5646 or info@nabt.com 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. Bond pricing, appearing in each Friday edition of the TCR, is provided 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 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. 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