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/raid1/www/Hosts/bankrupt/TCR_Public/990319.MBXT R O U B L E D C O M P A N Y R E P O R T E R Friday, March 19, 1999, Vol. 3, No. 54 Headlines ABLE TELECOM: Board Member Taylor Resigns CALDOR: Liquidation Firms Report on GOB Sales CENTENNIAL COAL: Frontier Objects To Disclosure Statement CODED COMMUNICATIONS: Trustee Seeks Counsel COUNTY SEAT: Chapter 11 Trustee Named By Court GULFPORT ENERGY: Information Statement To Stockholders HOME HEALTH: Seeks To Reject Certain Leases IRIDIUM LLC: Chinese Rocket Launch Delayed JOHNS MANVILLE: Annual Meeting of Stockholders LTCB: Capital Deficit 2.5 Trillion Yen Last October LIFEONE: Plans for Recovery LIVENT: Seeks Performance Incentive and Severance Bonus LIVENT: Wins More Time To File Plan MEDPARTNERS: Seeks Action Against Dept. of Corporations MOBILEMEDIA: Continues to Work For Settlement Stipulation MONTGOMERY WARD: Terminates Pension Plan PHP HEALTHCARE: Seeks Approval of Agreement and Sale PRIMARY HEALTH SYSTEMS: Files Chapter 11 RENBERG'S: Creditors Granted Relief SERVICE MERCHANDISE: DCR To Downgrade To "DD" SYQUEST TECHNOLOGY: Seeks Extension of Exclusivity TELEPAD: To Reorganize in Chapter 11 WESTMORELAND COAL: Shareholder Group Challenges Management WIRELESS ONE: Hearing on Approval of Disclosure Statement WYNDHOLME VILLAGE: Developer Files Chapter 11 BOND PRICING FOR WEEK OF March 15, 1999 ********* ABLE TELECOM: Board Member Taylor Resigns ----------------------------------------- Able Telcom Holding Corp. reported to the SEC that Gideon D. Taylor, former Chairman of the Company's Board of Directors, resigned from the Board of Directors. Mr. Taylor has an employment contract with the Company and will continue to serve as the Company's Vice President of Special Projects. CALDOR: Liquidation Firms Report on GOB Sales --------------------------------------------- David Bernstein of the Schottenstein/Bernstein Capital Group LLC said in a Wall Street Journal interview that 11 days into the liquidation sales for Caldor Corp., about 50 percent of the merchandise was gone-just as his computer models forecast. His firm teamed up with competitors, the Ozer Group LLC and Gordon Brothers Retail Partners LLC, to close the discount retailer's 145 stores. In February, the court awarded the Caldor liquidation to the three companies, which bid $223 million for Caldor's inventory, valued at $495 million. According to Bernstein, the sale is a success and 31 one days after it began, the clearance sale is history-10 days ahead of schedule. Bernstein said such sales are a race against time, with factors such as weather and traffic jams playing a significant role. (ABI 18-Mar-99) CENTENNIAL COAL: Frontier Objects To Disclosure Statement --------------------------------------------------------- Frontier Insurance Company objects to the proposed Disclosure Statement to the joint liquidating plan of reorganization of Centennial Coal Inc., debtor. Frontier is a surety company that provided among other things, reclamation surety bonds to secure certain of the debtors' obligations to complete environmental reclamation of mining sites as required by applicable law and certain permits under which the debtors conduct mining operations. To date, none of the Frontier Bonds have been forfeited yet the company believes that there are substantial uncompleted reclamation obligations on at least one or more of the debtors' mining locations. Frontier has filed proofs of claim totaling in excess of $30 million. Frontier states that the Disclosure Statement of the debtor and its affiliates fails to contain "adequate information." Specifically, Frontier alleges that the Disclosure Statement fails to explain any rationale for the substantive consolidation of the debtors under the plan; it fails to explain how the substantive consolidation will affect the various debtors' respective creditors' recoveries; it fails to explain adequately the voting procedures because it does not provide any discussion of how contingent creditors, such as Frontier, will be treated for voting purposes; it fails to describe any process by which parties to executory contracts will receive notice of the debtors' proposed monetary cure amounts and nonmonetary cures; it fails to explain how the debtors intend to determine which, if any, leases or executory contracts will be assigned to designees of the secured lenders; it fails entirely to explain any process for the curing of defaults under those executory contracts or leases that are to be assumed and assigned at the secured lenders' direction and at which parties' expense such cures will be made and it contains no information about the proposed sale to Century. CODED COMMUNICATIONS: Trustee Seeks Counsel ------------------------------------------- In the Chapter 7 case of Coded Communications Corporation, et al., Michael B. Joseph, Trustee applies for a court order to employ counsel for the Trustee. The Trustee wishes to employ Connolly, Bove, Lodge & Hutz as counsel to the Trustee. The firm will represent the Trustee in the proceedings and the performance of all legal services which may be necessary regarding debtor's patents, copyrights, licenses, and related rights. The Trustee also seeks an order authorizing the Trustee limited use of cash collateral, approximately $10,000 to $15,000 to April 5, 1999. COUNTY SEAT: Chapter 11 Trustee Named By Court ---------------------------------------------- The court has appointed Alan Cohen, president of New York City's Alco Capital Group Inc., as County Seat Stores Inc.'s Chapter 11 Trustee. According to Cohen's March 12 affidavit, he was a principal in the dissolving consulting group Alco & Belisle LLC with John Belisle, who is a County Seat director. The specialty retailer and its official creditors' committee have consented to the appointment, which led the court to conclude its March 12 order that "the appointment of a Chapter 11 Trustee is in the best interest of creditors of the estate."(The Daily Bankruptcy Review and ABI 18-Mar-99) GULFPORT ENERGY: Information Statement To Stockholders ------------------------------------------------------ Gulfport Energy Corporation reports to the SEC an Information Statement furnished to the stockholders of Gulfport Energy Corporation, f/k/a WRT Energy Corporation, a Delaware corporation in connection with proposed amendments to the Company's certificate of incorporation to effect a 50 to 1 reverse stock split of the issued and outstanding shares of the Company's common stock, par value $0.01 per share. The Board of Directors of the Company believes that approval of the Amendment is in the best interest of the Company and its stockholders. Accordingly, on January 21, 1999, the Board of Directors unanimously approved the adoption of the Amendment. Under Delaware law, the affirmative vote of the holders of a majority of the outstanding shares of the Company's Common Stock is required to approve the Amendment. On January 25, 1999, in accordance with Delaware law, the holders of a majority of the outstanding shares of the Company's Common Stock executed a written consent approving the Amendment. As of January 25, 1999, the Company had outstanding 172,260,305 shares of Common Stock. HOME HEALTH: Seeks To Reject Certain Leases ------------------------------------------- Home Health Corporation of America, Inc., et al., debtors, seek a court order authorizing and approving the rejection of certain unexpired leases of nonresidential real property with the U.S. Bankruptcy Court for the District of Delaware. The debtors seek authorization to reject six leases covering property in the following locations: Amarillo, Texas; Vero Beach, Florida; Port St. Lucie, Florida (two locations); Bradenton, Florida and Kenneth City, Florida. The debtors have determined that the leases do not have economic value to their estates or are of inconsequential value. As to each of the leases, the debtor tenants have either vacated the properties or are in the process of vacating them at this time. IRIDIUM LLC: Chinese Rocket Launch Delayed ------------------------------------------ The Arizona Republic reports on March 17, 1999 that Iridium LLC, provider of the world's first satellite-based global telephone network, said Tuesday that its launch of a Chinese rocket carrying two spare satellites has been delayed because of technical problems. JOHNS MANVILLE: Annual Meeting of Stockholders ---------------------------------------------- The 1999 Annual Meeting of Stockholders of Johns Manville Corporation will be held on Friday, April 23, 1999, at 8:00 a.m., at 717 17th Street, Denver, Colorado. The business scheduled for the Annual Meeting is the election of Directors, the ratification of the appointment of PricewaterhouseCoopers LLP as independent accountants of the Company and the consideration of a stockholder proposal, if presented at the meeting. The stockholder proposal is as follows: Robert D. Morse, 212 Highland Avenue, Moorestown, NJ 08057, owner of $1,000 or more of the Common Stock, has notified the Company that he intends to present the following proposal at the meeting: "I propose that the Officers and Directors consider the discontinuance of all options, rights, SAR's, etc. after termination of any existing programs for top management. This does not include any programs for employees. Reasons: Management and Directors are compensated enough to buy on the open market, just as you and I, if they are motivated. Management is already well paid with base pay, life insurance, retirement plans, paid vacations, free use of vehicles, etc. Options, rights, SAR's, etc. are available elsewhere, and a higher offer would induce transfers, not necessarily "hold and retain" qualified persons. Comparison with "peer groups" (other comparable companies) pay is unfair, as other management could be better or worse. Would they also accept mistakes of others? "Align management with shareowners" is a repeated ploy or "line" to lull us as to continually increasing their take of our assets. Do we get any purchase options at previous rates? Please vote YES for this proposal. If officers filled out a daily time sheet, what would the output show?" The Directors recommend a vote against this stockholder proposal. As explained in the Report of the Compensation Committee provided above, the Company's objective is to design and implement compensation systems that both attract and retain a top quality management team and motivate that team to build long-term value for stockholders. In order to accomplish this objective, the Company uses a combination of base salary, annual incentives and stock options. This compensation system aligns the interests of executives with the interests of stockholders and encourages employees to anticipate and respond to business challenges and opportunities while avoiding an entitlement attitude. The Company believes that its compensation system accomplishes these objectives and is structured appropriately and that implementation of the stockholder proposal would significantly impair the Company's ability to attract, retain and motivate qualified executives. LTCB: Capital Deficit 2.5 Trillion Yen Last October -------------------------------------------------- Kyodo News reports on March 18, 1999 that the failed Long Term Credit Bank of Japan had a capital deficit deficit of about 2.5 trillion yen last October when it went under temporary state control, Financial Reconstruction Commission (FRC) sources said Thursday. The FRC will formally announce the amount of LTCB's liabilities exceeding assets next week. The Financial Supervisory Agency earlier said that according to LTCB's balance sheets, the bank had 340 billion yen more in liabilities than assets at the end of September. Last October, the government declared LTCB insolvent due to huge bad loans and put it under temporary state control. But LTCB's deficit has been rising because bad loans are on the increase due to deterioration in the performance of companies to which it lent money. The FRC earlier determined that LTCB stock is worthless because the bank's capital deficit was still rising. The evaluation of the stock price will also be officially announced next week. LTCB's shares were obtained by the semi-governmental Deposit Insurance Corp. in late October. LIFEONE: Plans for Recovery --------------------------- LifeOne, Inc. (OTCBB:LONE), announced on March 18, 1999 that it is repositioning the company to quickly increase shareholder value once the petition for involuntary bankruptcy is withdrawn or judicially overturned. LifeOne has been subject to an involuntary bankruptcy petition filed against the company last August and recently settled with two of the three petitioning parties. LifeOne Chairman Benjamin P. Wall stated, "This period of retraction has allowed LifeOne the opportunity to review and enhance its plans for growth. The company's plans to accelerate shareholder value will attempt to make up for lost time for shareholders who have had to suffer from the stock manipulation of some of the company's debenture holders." The platform of the revised business plan incorporates the original plan of growth through acquisition but expands on it to include subsidiary spin outs and an acquisition partnership. LifeOne expects to build shareholder value quickly by placing certain acquisitions in subsidiary shells and then effecting spin outs of the acquisitions. The company has four seasoned shell subsidiaries that can be used to implement tax-free spin outs of new public companies. Shareholders holding LifeOne shares as of the record date (to be decided) would receive shares of the new companies proportional to their percentage of LifeOne. LifeOne is currently analyzing a specialty preferred provider organization (PPO), a high tech company, and several workmen's compensation insurance companies. In addition, several senior life insurance executives who have affiliations with LifeOne have formed an acquisition partnership apart from LifeOne, but which will allow LifeOne to participate in larger acquisitions, companies with assets in the $200 million to $1 billion range. As part of this strategy, Peter Huff has joined with the partnership where he can best match his skills and experience to acquisitions that would otherwise be out of reach for LifeOne. LifeOne will have the opportunity to acquire a percentage of the partnership, effectively increasing the equity and profits to the company while reducing its expenses. The partnership may buy LifeOne common shares on the open market if it deems the stock to be undervalued. LifeOne will be run by the remaining members of its executive committee, Ben Wall and Brent Chapel, until the petition is lifted and a new CEO is designated. LIVENT: Seeks Performance Incentive and Severance Bonus ------------------------------------------------------- Livent Inc. seeks approval of a performance incentive and severance bonus package. Livent asked that any potential sale of its assets yield bonuses ranging between 1.25 percent and 1.89 percent to eight of its managers, excluding Furman as he was designated to set each individual's percentage. An exhibit detailing the exact dollar amounts was not available as the court agreed to Livent's request to seal that document. Livent asked the bankruptcy court to also approve severance pay equal to six-to 12-months' worth of salary. Livent shares closed at C$0.125 Wednesday on Canada's over- the-counter market and had not yet traded by midday Thursday. Nasdaq delisted the stock and it remains halted on the TSE where it last traded at C$10.15 on August 7. Livent's market capitalization has fallen to C$3.97 million from C$322.5 million in August based on 31.77 million shares outstanding. The U.S. bankruptcy court judge for South Manhattan has not yet signed off on either of Livent's requests or a petition to repay those managers $92,535.84 in expenses incurred before Livent's November bankruptcy protection filing. Meanwhile, negotiations for the sale of the theater company's assets were said to be progressing well. ($1=$1.52 Canadian) LIVENT: Wins More Time To File Plan ----------------------------------- Livent Inc. won more time to file a restructuring plan with a U.S. Bankruptcy Court. Sources connected with the company said the New York-based court approved an extension of the deadline for Livent to file a restructuring plan to June 30 from March 18. It lengthened the company's deadline to win approval for a plan from creditors to August 30 from May 18. The company had asked for an extension of the deadline for filing the restructuring plan to July 30 and requested to have until September 28 to get the scheme approved. According to the motion Livent filed last month to ask for the extensions, it needed time to assess its strategic options and work out distribution to creditors. Since February 24, Livent has been assessing "expressions of interest" it received from an unspecified number of suitors. Sources have said contenders include Long Island, New York-based Cablevision Systems Corp. and Manhattan's Back Row Productions, which is affiliated with British theater company Stoll Moss. According to one source close to the negotiations, Back Row Productions is the frontrunner and a deal should be concluded in a matter of weeks rather than months. Other contenders for Livent include Cablevision Systems Corp. and Ogden Corp., both of New York State. Back Row is interested in purchasing all of Livent, and combining it with its own U.S. operations as well as Stoll Moss. Back Row was founded by Australia's powerful Holmes A Court family which also controls Stoll Moss, Britain's largest theater company. Although Livent failed to get the full extension it sought, there was good news for it on the financial front. Livent narrowed the deficit in its cash flow to $811,111 in February from $2.8 million in January, according to required monthly statements it must file with the court. Its operating cash flow deficit fell to $891,604 from $2.7 million. The improvement appeared to stem from better cash inflows from its U.S. and Canadian productions, including the New York and Chicago runs of "Ragtime" and the New York production of "Fosse" which had its first full month in production. MEDPARTNERS: Seeks Action Against Dept. of Corporations ------------------------------------------------------- MedPartners, Inc.(NYSE: MDM) filed an Emergency Motion To Dismiss with the US Bankruptcy Court in the Central District of California. A separate action also will be filed later today in the California Superior Court. The two actions seek to enjoin the California Department of Corporations' (the "Department") seizure of MedPartners Provider Network, Inc. (the "Plan") and to restore the business and property of the Plan to the Plan and its owners. MedPartners said that it was initiating the legal actions in order to protect its legal rights and to restore the Plan to normal operations so that the physicians and providers affiliated with the Plan continue to receive payments for healthcare services rendered to the Plan's more than 1,000,000 enrollees. In its filings, MedPartners asserts the following: -- The actions of the Department are wholly unjustified. The Plan was not insolvent. The Plan never failed to make capitation payments to providers. The Plan ensured that healthcare services were provided to its more than 1,000,000 enrollees. -- As the Plan's parent, MedPartners, Inc., has gone above and beyond its legal obligations by providing in excess of $250 million last year alone in support over and above capitation payments received by the physicians from the Plan. Finally, and perhaps most important, MedPartners offered a written guarantee to the Department that it would continue to support the Plan through the transition to new ownership. That offer was rejected prior to the Department assuming control of the Plan and installing a Conservator. -- Since assuming control of the Plan, the Conservator has disrupted the flow of funds to institutional providers, physicians and clinic employees, which jeopardizes the state's healthcare delivery system. The DOC and the Conservator have in their actions confused the general public, the media, providers, investors and others as to the difference between MedPartners Provider Network, the licensed healthcare service plan, and MedPartners generally. These actions, in addition to the potentially devastating effect of the Plan's bankruptcy on the provider network and likely disruption of services to enrollees, has had a significant impact on MedPartners, Inc., with a shareholder loss in excess of half a billion dollars. Mac Crawford, Chairman and CEO of MedPartners, said: "The decision to bring litigation was reached reluctantly. However, under the circumstances, the Company felt compelled to take action to ensure continuity of services to patients as well as to protect the interests of our affiliated physicians, other providers, our shareholders and our creditors." MedPartners said that it was continuing discussions with all parties, including those interested in acquiring its physician services operations in California. MedPartners stressed that only MedPartners Provider Network, Inc. has been placed under the Conservator's control. 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 that 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. MOBILEMEDIA: Continues to Work For Settlement Stipulation --------------------------------------------------------- On March 17, 1999 the Business Wire reported that at a hearing held before the United States Bankruptcy Court for the District of Delaware on March 16, 1999, MobileMedia Corporation announced that it is continuing to work toward finalizing a stipulation which, 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. ("Arch") (Nasdaq:APGR). Negotiations are continuing regarding the final terms of the Stipulation with the goal of finalizing the Stipulation for execution by all of the parties thereto, which include MobileMedia, Arch, the Debtors' unsecured creditors committee, the agent for the Debtors' pre-petition secured lenders, the unsecured creditors that have filed certain objections to confirmation of the Plan and four unsecured creditors (including two members of the unsecured creditors committee) 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. At the March 16, 1999 hearing, the Bankruptcy Court indicated that, if the Stipulation were fully executed, MobileMedia could submit the agreement to the Bankruptcy Court for approval without the need for a further hearing. 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. MONTGOMERY WARD: Terminates Pension Plan ---------------------------------------- Montgomery Ward & Co. is terminating its pension plan in order to raise more cash. The move affects 30,000 retirees and 22,000 current employees, but company officials said everyone will be taken care of. The retirees are being offered the option of receiving an annuity from an insurance company equal to the value of the pension they were receiving or a lump-sum payout. About 25 percent of the excess funding in the old pension plan will be used to fund a new plan for current employees, Wards said. A U.S. Bankruptcy Court judge in Delaware approved the pension plan termination last month. "No one is at risk," Wards spokesman Chuck Knittle said. The 127-year-old privately owned retailer announced last month that it had reached an agreement with a committee of creditors that will allow it to emerge from bankruptcy proceedings by midyear. Wards doesn't yet know how much money it will recapture from ending its pension plan, but pension experts said it should be significant given the number of employees in the plan. Chicago bankruptcy attorney Robert Fishman said retirees and employees should feel safe because any tinkering with pension plans is closely supervised by a government agency, the Pension Benefit Guaranty Corp., and bankruptcy judges. Fishman said it makes sense that the company's pension plan would be overfunded the recent runup in stocks has probably raised the value of the plan's investments well beyond projections. PHP HEALTHCARE: Seeks Approval of Agreement and Sale ---------------------------------------------------- The debtor, PHP Healthcare Corporation seeks a court order approving the assumption and assignment of certain executory contracts and non-residential real property leases and the sale of related assets to Meridian Comp of New York, Inc. On March 12, 1999, PHP entered into an agreement with Meridian Comp of New York, Inc. The agreement provides for the assumption by PHP and assignment to Meridian of the Ft. Belvoir and Ft. Benning contracts and the leases and the sale to Meridian of assets related tot he contracts and leases. Pursuant to the agreement Meridian will pay to PHP $2.83 million in cash and agree to purchase PHP accounts payable and accounts receivable pursuant to the contracts as of the closing date. The contracts are fixed price arrangements whereby the Federal Government pays PHP a per month fee for operating and managing the Clinics. PHP receives approximately $15.5 million per year in gross revenue from the contracts. The contracts, leases and related assets are significant assets of PHP's estate. PHP is in the process of liquidating its assets and has extensively marketed the contracts, leases and related assets to potentially interested parties for several months. After the marketing campaign, PHP believes that Meridian's offer is a fair and reasonable offer for the contract, leases and related assets. PHP estimates that the purchase of its accounts payable and accounts receivable as of the closing date will result in approximately $1.2 million of additional consideration. The debtor believes that the assumption and assignment of the contracts and leases is in the best interests of the debtor, its estate and creditors; and that the sale of the related assets is in the best interests of the debtor's estate. PRIMARY HEALTH SYSTEMS: Files Chapter 11 ---------------------------------------- Primary Health Systems Inc. and its five Ohio hospitals filed for chapter 11 protection yesterday in the District of Delaware, listing $237 million in liabilities and $157 million in assets, the Associated Press reported. The Wayne, Pa.-based health system plans to cut staff and shift away from its teaching programs, which a spokesperson for the organization said is a significant financial drain. Primary Health operates three primary care health hospitals and two teaching hospitals in the Cleveland area. As part of the reorganization, the parent system will be taken over by Crossroads Capital Partners LLC, which has managed the health system since last July. Unsecured debt includes bank loans from First Union National Bank and Key Corporate Capital Inc. of Cleveland, but the amount owed to them was not specified in documents. The next 18 largest unsecured claims range from $129,000 to $700,000. (ABI 18-Mar-99) RENBERG'S: Creditors Granted Relief ----------------------------------- Creditors of Tulsa-based Renberg's Inc. were granted an order for relief under chapter 7 after the company failed to respond to an involuntary bankruptcy petition against it, Tulsa World reported. The 85-year-old retailer apparently ignored a March 11 deadline on the petition initiated by Fox Promotions Inc., Cranford, N.J.; Jhane Barnes Collection, Chula Vista, Calif.; and Hartz & Co. Inc., Frederick, Md. Since the petition was filed, Mia Shoes Inc. and Capital Factors Inc. have joined the suit. The five creditors state their claims total $146,421, plus interest and associated costs. The court will appoint a trustee to assess Renberg's assets and liabilities, initiate liquidation proceedings and distribute funds to creditors. (ABI 18-Mar-99) SERVICE MERCHANDISE: DCR To Downgrade To "DD" --------------------------------------------- Duff & Phelps Credit Rating Co. (DCR) will lower its ratings on the senior and subordinated notes of Service Merchandise Company, Inc. (NYSE: SME) to 'DD' (Double-D) when the company files for Chapter 11. This action has been prompted by the company's announcement that its board of directors has approved filing voluntary Chapter 11 proceedings in the near future. SME's announcement was made in response to an action taken earlier this week by five vendors of SME filing an involuntary Chapter 11 reorganization petition seeking court supervision of its restructuring. DCR currently rates SME's $13 million of senior notes and $300 million of subordinated notes 'CCC' (Triple-C). This rating was assigned December 15, 1998. SME is a specialty retailer of jewelry and other hardline items. SME is currently in the process of reinventing its retail format from a catalog showroom to a more traditional self-serve retailer and strengthening ongoing operations. The company plans to close approximately 134 stores, cut its workforce by 12 percent and close its Dallas distribution center over the next few months. Its core businesses will remain jewelry, home accent, home furniture and seasonal SYQUEST TECHNOLOGY: Seeks Extension of Exclusivity -------------------------------------------------- The debtor, Syquest Technology, Inc. requests entry of a court order extending the exclusive period during which only the debtor may file a plan and disclosure statement, and the period to solicit acceptances of such plan for an additional 90 days respectively. On February 24, 1999, the debtor was authorized to sell its equipment, inventory, and intellectual property to Iomega Corporation. From the initial filing, the debtor has focused its attention on negotiating and consummating the transaction with Iomega Corporation. The debtor is currently in the process of winding up its business affairs. The debtor believes that the consummation of the sale to Iomega should occur on or before March 27, 1999 and the debtor is also negotiating a warranty service program. The debtor believe that both of these need occur before it can begin serious discussion and investigation concerning a plan. The estate consists of approximately $85 million in liabilities and over 16,000 potential creditors. Due to the size of the case, and the fact that the debtor focused most of its time on the sale of its assets, the debtor believes that it should be granted more time to negotiate an acceptable plan. TELEPAD: To Reorganize in Chapter 11 ------------------------------------ TelePad Corporation (OTC Bulletin Board: TPADA), a Delaware corporation (the "Company") announced that it has filed a petition to reorganize today under Chapter 11 of the United State Bankruptcy Code in the District of Delaware. The Company determined that a reorganization was necessary in order to enable the Company to continue to develop and execute on its existing strategic initiatives, including the potential merger with, and/or sale to, a prospective investor group and to preserve the value of the Company's assets. The Company has evaluated all of its options with respect to its current operations and financial condition and believes that a filing for reorganization pursuant to Chapter 11 of the United States Bankruptcy Code provides the Company with the best opportunity to protect and enhance the value of the Company, both immediately and on a going forward basis, for the benefit of the Company's stockholders and creditors. The Company believes that this restructuring will enable existing management to continue operations in a manner that both ensures a high quality of service to its customers and provides the Company with the time and opportunity necessary to consummate its strategic plan on an expedited basis. TelePad Corporation, www.telepad.com, is headquartered in Herndon, VA. The Company provides mobile computer platforms, application software framework, wireless networking and integration services that enhance the productivity of the mobile professional. WESTMORELAND COAL: Shareholder Group Challenges Management ---------------------------------------------------------- On March 15, 1999 the "Westmoreland Committee to Enhance Share Value" announced its formation for the purpose of enhancing value for shareholders in Westmoreland Coal Company (NYSE:WCX). The Committee intends to nominate a slate of directors and to solicit proxies towards its objective of replacing some of Westmoreland Coal's current board. Westmoreland Coal's annual meeting is tentatively set for May 11, 1999. Currently, Westmoreland Coal has approximately 7.0 million shares of common stock and 2.3 million depository shares outstanding. On March 10, Westmoreland Coal Company announced a tender offer to purchase up to 1,052,631 million depository shares at $19.00 per share. Members of the Committee and their respective aggregate shares (common stock and calculated common stock based on the conversion of depository shares), beneficially owned, include the following: Frank E. Williams, Jr. 275,893 R. Bentley Offutt 199,400 Guy Orlando Dove, III 242,154 Nelson Obus, holding through: Wynnefield Partners Small Cap Value L.P. 346,290 Wynnefield Partners Small Cap Value L.P. I. 245,791 Wynnefield Partners Small Cap Value Offshore Fund Ltd. 146,800 WIRELESS ONE: Hearing on Approval of Disclosure Statement --------------------------------------------------------- A hearing will be held on April 28, 1999 at 2:00 PM in the U.S. Bankruptcy Court for the District of Delaware before the Honorable Peter J. Walsh to consider the adequacy of the information contained in the Disclosure statement of the debtor, Wireless One, Inc. The estimated recoveries shown below assume that approximately 10 million shares of New Common Stock having an approximate aggregate value of $128.41 million and New Warrants to purchase an aggregate of 1.235 million shares of New Common Stock having an approximate aggregate value of $5.3 million will be issued under the plan. Class 1 - Priority Non-Tax Claims. Unimpaired. Estimated Recovery: 100% Class 2 - Secured Claims - Unimpaired. Estimated Recovery: 100% Class 3 - BTA Installment Note Claims - Unimpaired. Estimated Recovery: 100% Class 4 - Unsecured Claims - Unimpaired. Estimated Recovery: 100% Class 5 - Old Senior Note Claims - Impaired. Estimate Recovery: 37.3% Class 6 - Indemnity Claims impaired. Holders of Allowed Indemnity Claims will be entitled to assert such claims against the debtor, but only to the extent of the coverage available under any applicable directors' and officers' insurance. Class 7 - Old Common Stock Interests - Impaired. The Old Common stock shall be canceled and holders of allowed old common stock interests shall receive a ratable proportion of 4% of the new common stock distribution amount and the new warrants. Class 8 - Other Equity Interests Impaired. Canceled - no distribution. The long-term business strategy of Wireless is to maximize the value of its broadband spectrum by the transmission of both video and data. Currently, most Wireless revenues are derived from the sale of subscription based television programming to SFU and MDU customers. Reorganized Wireless will continue to shift its sales and marketing focus with regard to its subscription video products to emphasize sales to MDU customers and promotion of the DIRECTV service and to de-emphasize its traditional SFU wireless cable market. WYNDHOLME VILLAGE: Developer Files Chapter 11 ---------------------------------------------- Developer and managing partner of Wyndholme Village Jim Lancelotta has filed for chapter 11 protection, thereby canceling a bank's plan to auction off the proposed community for the deaf, The Baltimore Business Journal reported. Lancelotta lost a major portion of his financing the community, touted as the first development for the deaf and hard of hearing people in the state. As a result, the Metropolitan Bank of Cleveland planned the foreclosure auction. (ABI 18-Mar-99) BOND PRICING FOR WEEK OF March 15, 1999 --------------------------------------- DLS Capital Partners, Inc. provides the following are indicated prices for selected issues: Acme Metal 10 7/8 '07 10 - 12 (f) Amer Pad & Paper 13 '05 61 - 63 Amresco 9 7/8 '05 72 - 74 Asia Pulp & Paper 11 3/4 '05 63 - 64 Boston Chicken 7 3/4 '05 4 - 5 (f) Brunos 10 1/2 '05 18 - 22 (f) Cityscape 12 3/4 '04 12 - 14 (f) E & S Holdings 10 3/8 '06 32 - 35 Globalstar 11 1/4 '04 68 - 70 Geneva Steel 11 1/2 '01 20 - 22 (f) Hechinger 9.45 '12 22 - 27 Hills 12 1/2 '02 96 - 97 Iridium 14 '05 65 - 66 Loewen 7.20 '03 55 - 57 Mobilemedia 9 3/8 '07 11 - 13 (f) Penn Traffic 8 5/8 '03 46 - 48 (f) Planet Hollywood 12 '05 20 - 23 Samsonite 10 3/4 '08 62 - 65 Service Merchandise 9 '04 19 - 20 (f) Sunbeam 0 '18 10 - 11 Trism 10 3/4 '00 48 - 52 Trump Castle 11 3/4 '05 75 - 77 Zenith 6 1/4 '11 28 - 30 (f) ********* 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. 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 * * *