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/raid1/www/Hosts/bankrupt/TCR_Public/990701.MBX T R O U B L E D C O M P A N Y R E P O R T E R Thursday, July 1, 1999, Vol. 3, No. 125 Headlines ABLE TELECOM: Conversions, Options & Warrants Focus Of Meeting AMERICAN MOBILE SATELLITE:7 Million Shares To Go On The Market AMERITAS VARIABLE: Company Seeks To Issue Investment Type Policy COMMERCIAL FINANCIAL: Court Denies Motion To Hire Skadden, Arps COMMERCIAL FINANCIAL: Requests Approval of "Stay-Put" Bonuses FIRSTPLUS FINANCIAL: Committee Taps Southwest Securities FLORIDA COAST: Committee Taps Local Counsel GENEVA STEEL: Applies To Employ Spencer Stuart GREATE BAY HOTEL: Continuance of Disclosure Statement Hearing INTEGRAL PERIPHERALS: Order Confirming Plan JPE INC: Major Shift In Company Ownership & Management JUMBOSPORTS: Order Extends Exclusivity KOMAG INC: Plans Securities Offer "From Time To Time" LEVITZ: Will File Plan, Disclosure Statement By July 7 LTV CORP: Steelworkers Claim Victory in Campaign LOEHMANN'S INC: Meeting of Creditors LONG JOHN SILVER: Seeks To Extend Exclusivity NU-KOTE: Lender Objects To Investment Bankers NWR: Case Dismissed PENN TRAFFIC: Exits Chapter 11 PHP HEALTHCARE: Order Authorizes Retention of Legg Mason PINNACLE BRANDS: Order Extending Exclusivity RINCON ISLAND: Seeks Approval of Compromise With South Coast Oil ROOM PLUS INC: Order Extends Time To Assume or Reject Leases SGL CARBON: Seeks Approval of Stipulation With Laclede Gas SHOE CORP: Case Summary & 20 Largest Creditors SOURCEONE WIRELESS: Seeks Time To Assume or Reject Tower Leases SOUTHERN PACIFIC: Liquidating Trustee Designated STORMEDIA: Seeks Extension of Time To Assume/Reject Leases UNITED HEALTHCARE: Stock Options Call For Registration Of Stock UNITED PETROLEUM: Hearing to Consider Disclosure Statement VOICE IT WORLDWIDE: Order Authorizes Employ of Dillon-Gage WASTE SYSTEMS INTERNATIONAL: Offering Series B Sr Note Exchange WINDSOR ENERGY: Seeks Approval of Compromise With South Coast Oil WSR CORP: Order Extends Exclusive Periods XCL CHINA: Apache China Files Involuntary Petition ********** ABLE TELECOM: Conversions, Options & Warrants Focus Of Meeting -------------------------------------------------------------- Able Telecom Holding is planning for the 1999 annual meeting of shareholders to be held at The Embassy Suites Hotel, 555 S. 10th Street, Omaha, NE 68102 at 10:00 a.m. Central Standard Time, on a date yet to be announced. The Proxy Statement to be mailed will describe the business to be conducted which includes seeking shareholder approval for the following: 1. To elect six Directors to serve until the 2000 annual meeting or until their respective successors are elected and qualified; 2. To ratify and approve amendments to the company's Articles of Incorporation to increase the number of authorized shares of common stock from 25 million to 100 million; preferred stock from one million to five million; 3. To amend Able's 1995 Stock Option Plan to: increase the number of shares authorized for issuance under the Plan from 1,300,000 to 3,500,000; modify certain terms of the grants of options to Non-Affiliate Directors which include: increasing the number of options granted to Non-Affiliate Directors from 5,000 (initially) to 10,000(annually), granting additional options on an annual basis to Non-Affiliate Directors who serve as Chairman of the Board of the company, and as Chairman and/or as a member of a Board committee, and extending the exercise period of the options to Non-Affiliate Directors to the earlier of the date which is six years from the date of its grant or September 19, 2005, or the date which is two years after the date that such Non-Affiliate Director is no longer serving in such capacity; 4. To ratify and approve the issuance of stock options granted to certain Officers and Directors of the Company; 5. To approve the possible issuance of more than 1,875,960 shares of common stock upon the exercise of certain options and stock appreciation rights granted to WorldCom, Inc., which share amount represents at least 20% of the outstanding common stock determined immediately prior to the MFSNT Agreement dated April 26, 1998 (this proposal and Proposal No. 6 are independent of the other); 6. To approve the possible issuance of more than 1,875,960 shares of common stock upon the conversion of the Series B Convertible preferred stock and exercise of certain warrants issued in the Series B offering described in the Proxy materials, which share amount represents at least 20% of the outstanding common stock determined immediately prior to the MFSNT agreement dated April 26, 1998 (this proposal and Proposal No. 5 are each independent of the other); 7. To ratify the appointment of Arthur Andersen LLP as the company's independent accountants for the fiscal year ended October 31, 1999; and 8. And, as is usual, to transact any other business that may be presented at the 1999 annual meeting of Shareholders or any adjournments or postponements of the annual meeting. Attendance at the annual meeting is limited to shareholders as of the record date of June 8, 1999 (or their authorized representatives) and to guests of the company. AMERICAN MOBILE SATELLITE:7 Million Shares To Go On The Market -------------------------------------------------------------- American Mobile Satellite Corporation is offering for sale 7,000,000 shares of common stock in the company. All of the shares are being offered by the company itself. On June 23, 1999, the last reported sale price of the common stock on the Nasdaq National Market was $18.00 per share. The underwriters may, under certain circumstances, purchase up to an additional 1,050,000 shares of common stock of American Mobile from Motorola, Inc. at the public offering price less the underwriting discount. In that event American Mobile would not receive any of the proceeds from any shares of common stock sold by Motorola. The underwriters are severally underwriting the shares being offered. A profile on the company may be found at http://www.sec.gov/cgi- bin/srch-edgar?0000950133-99-002268 free of charge, on the Internet. AMERITAS VARIABLE: Company Seeks To Issue Investment Type Policy ---------------------------------------------------------------- Ameritas Variable Life Insurance Company is seeking approval from the SEC of a prospectus announcing the issuance, to the public, of a survivorship type insurance policy called Bravo. The company describes it as a flexible premium variable universal life insurance policy which pays a death benefit upon the "second death" (referring to the death of the survivor of the originally insured couple). Like traditional life insurance policies, a Bravo policy provides death benefits to beneficiaries and gives the policy owner the opportunity to increase the policy's value. Unlike traditional policies, Bravo is reputed to let an insured vary the frequency and amount of premium payments rather than follow a fixed premium payment schedule. The company also states that an insured can change the level of death benefits as often as once each year. A Bravo policy is different from traditional life insurance policies in another important way, according to the company: an insured may select how policy premiums will be invested. Although each policy owner is guaranteed a minimum death benefit, the value of the policy, as well as the actual death benefit, will vary with the performance of investments selected. The investment options available through Bravo include investment portfolios managed by Ameritas Investment Corp., Fidelity Management & Research Company, Fred Alger Management, Inc., Massachusetts Financial Services Company, and Morgan Stanley Dean Witter Investment Management Inc. Each of these portfolios has its own investment objective and policies. These are described in the prospectuses for each investment portfolio which must accompany the Bravo prospectus. A choice can also be made to allocate premium payments to the Fixed Account managed by Ameritas Variable Life Insurance Company. A Bravo policy will be issued after AVLIC accepts a prospective policy owner's application. Generally, an application must specify a death benefit no less than $100,000. Bravo policies are available to cover individuals between the ages of 20 and 90 at the time of purchase, although at least one of the individuals must be no older than 85. A Bravo policy, once purchased, may generally be canceled within 10 days after receipt. The Bravo prospectus is designed to assist a potential buyer in understanding the opportunity and risks associated with the purchase of a Bravo policy. Prospective policy owners are urged to read the prospectus carefully and retain it for future reference. And the prospectus must be accompanied by a prospectus for each of the investment portfolios available through Bravo. Although the Bravo policy is designed to provide life insurance, a Bravo policy is considered to be a security. It is not a deposit with, an obligation of, or guaranteed or endorsed by any banking institution, nor is it insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other agency. The purchase of a Bravo policy involves investment risk, including the possible loss of principal. For this reason, Bravo may not be suitable for all individuals. It may not be advantageous to purchase a Bravo policy as a replacement for another type of life insurance or as a way to obtain additional insurance protection if the purchaser already owns another survivorship flexible premium variable universal life insurance policy. Neither the SEC or any State Securities Regulatory Authority has approved the securities, or determined that the company's prospectus is accurate or complete. Additional information, if desired, may be had by accessing http://www.sec.gov/cgi-bin/srch- edgar?0000783402-99-000033 free of charge, on the Internet. COMMERCIAL FINANCIAL: Court Denies Motion To Hire Skadden, Arps --------------------------------------------------------------- On June 23, 1999, the Bankruptcy Court for the Northern District of Oklahoma entered an order denying the application to hire the law firm of Skadden, Arps, Slate, Meagher & Flom (Illinois) COMMERCIAL FINANCIAL: Requests Approval of "Stay-Put" Bonuses ------------------------------------------------------------- Commercial Financial Services, Inc. Seeks court approval of the payment by CFS of "stay-put" bonuses to certain employees. The bonuses apply to 140 employees to induce them to remain in place pending the transition and wind-up. CFS estimates that the aggregate stay-put bonuses will approximate $570,000. FIRSTPLUS FINANCIAL: Committee Taps Southwest Securities -------------------------------------------------------- The Official Unsecured Creditors Committee of FirstPlus Financial, Inc. Files an application for an order authorizing the employment of Southwest Securities, inc. As residual and servicing valuation experts and consultants for the Committee, effective June 1, 1999. A hearing will be conducted at the US Courthouse, 1100 Commerce Street, Dallas, Texas on July 21, 1999 at 1:45 PM. The Committee is also seeking to employ Boston Portfolio Advisors, Inc. As residual and servicing valuation experts and consultants. Southwest Securities will generally provide the Committee with information regarding the marketability of Residuals within the debtor's estate. Southwest Securities will also advise the Committee on a structure that can be utilized to realize the value of the Residuals in the debtor's estate, including for illustration purposes and not by way of limitation, perform detailed analysis of the debtor's residual valuation models, suggest changes or customize its own valuation model depending on the need, balance models to trustee reports, compare model structure to securitizations, and track securitization tranches, and residual performances. BPA will generally, provide loan level review and loan servicing valuation, outline and implement due diligence from information obtained from the debtor, evaluate policies and procedures pertaining to loan servicing, review collection procedures and practices with regard to troubled loans, perform trend analysis , evaluate sample default and foreclosed loans to test quality of servicing, and accuracy of tape data, test sample of REO properties for recovery practices, review investor reporting, aid with whole loan sales, analyze 1998 re-writes, load computer tapes and balance the general ledger, obtain and evaluate underwriting policies and history of changes, profile portfolio by securitization; credit rating, product type and related matters, review document exception ports and data files and perform static pool analysis by securitization. The two firms will prepare a list of their activities so as not to duplicate their efforts. FLORIDA COAST: Committee Taps Local Counsel ------------------------------------------- The Official Committee of Unsecured Creditors filed an application to approve retention of Rosenthal, Monhait, Gross & Goddess, PA as local counsel to the Committee. GENEVA STEEL: Applies To Employ Spencer Stuart ---------------------------------------------- Geneva Steel Company applies for an order approving the employment of SSI (US) Inc., doing business as "Spencer Stuart", as executive search consultant to assist Geneva in its ongoing search for a Senior Vice President of Operations. Geneva has engaged Spencer to research, identify, screen, and interview potential candidates, as directed by Geneva, and to present the most promising candidates to the debtor. Geneva agreed to a minimum professional retainer fee of $80,000 for the search. GREATE BAY HOTEL: Continuance of Disclosure Statement Hearing ------------------------------------------------------------ In the case of Greate Bay Hotel and Casino Inc., et al., the Disclosure Statement Hearing shall be held before The Honorable Judith H. Wizmur, August 2,1999 at 2:00 PM at the US Bankruptcy Court, 15 North Seventh Street, Camden, New Jersey 08102-1104. INTEGRAL PERIPHERALS: Order Confirming Plan ------------------------------------------- On June 17, 1999 the US Bankruptcy Court for the District of Colorado entered an order confirming the amended joint plan of reorganization proposed by Integral Peripherals, Inc., debtor and the Official Unsecured Creditors Committee of Integral Peripherals, Inc. JPE INC: Major Shift In Company Ownership & Management ------------------------------------------------------ JPE Inc. announced beneficial ownership of 67.2% of the common stock of the company, represented by 9,441,420 shares, now resides with ASC Holdings LLC, Kojaian Holdings LLC, Mike Kojaian, C. Michael Kojaian, and Heinz C. Prechter. Each has voting and shared dispositive power over the total number of shares mentioned. The address of ASC Holdings LLC and Heinz C. Prechter is One Heritage Place, Suite 400, Southgate, Michigan 48195; and the address of Kojaian Holdings LLC, Mike Kojaian and C. Michael Kojaian is 1400 North Woodward Ave., Suite 250, Bloomfield Hills, Michigan 48304. Their principal occupations are as follows: Mike Kojaian is the President and C. Michael Kojaian is the Executive Vice President, Secretary and Treasurer of Kojaian Management Corporation, which is engaged in the business of managing commercial real estate; Heinz C. Prechter is the Chairman and founder of ASC Incorporated, which is a long time supplier of specialty vehicles and open air systems to the global automotive market; and each of ASC Holdings LLC and Kojaian Holdings LLC are holding companies that own common stock and First Series preferred shares of JPE. Each of ASC Holdings LLC and Kojaian Holdings LLC purchased 4,720,710 shares of common stock of the company for $993,362.915 (for a per common share purchase price of approximately $.21), and 780,000 First Series preferred shares of the company (each Preferred Share generally possessing rights and privileges equal to 50 common shares) for $8,206,637.355 (for a per First Series preferred share purchase price of approximately $10.52). Accordingly, ASC Holdings LLC and Kojaian Holdings LLC together purchased a total of 9,441,420 common shares (for a total of $1,986,725.83), and a total of 1,952,352.19 First Series preferred shares (for a total of $16,413,274.17). The funds from ASC Holdings LLC originated from personal accounts of Mike Kojaian and C. Michael Kojaian. The funds from ASC Holdings LLC were borrowed from an affiliate (Heritage Newspapers, Inc.) pursuant to a one year, non-interest bearing, demand promissory note. The common shares were said to be acquired by ASC Holdings LLC and Kojaian Holdings LLC for investment purposes. Heinz C. Prechter, Mike Kojaian and C. Michael Kojaian were each elected to serve as a director of JPE on May 27, 1999. David L. Treadwell, President and Chief Executive Officer of ASC Holdings LLC, was elected Chairman of the company and of the Board of Directors of the company on May 27, 1999. The owners of the above cited shares of common stock are currently investigating strategic alternatives to increase shareholder value, including potential mergers, joint ventures, sales, divestitures and similar transactions involving each of the subsidiaries of the company as well as potential acquisitions of other businesses. One of the potential acquisitions is the possible acquisition of all of the outstanding capital stock or all or substantially all of the assets of Dott Industries, Inc., a Michigan corporation, by the company or affiliates of the company. The parties have not agreed to any potential terms or conditions regarding such acquisition. Mike Kojaian and C. Michael Kojaian own approximately 70% of the shares of Dott Industries, Inc. James J. Fahrner resigned as Chief Financial Officer and Executive Vice President of JPE as of May 27, 1999, and will have left the employ of the company by June 26, 1999. The company is currently evaluating the need to replace the Chief Financial Officer. In addition to the common stock owned, the shares of First Series preferred stock owned by the parties represents 98.6% of JPE's outstanding preferred stock. JUMBOSPORTS: Order Extends Exclusivity -------------------------------------- On June 23, 1999, the US Bankruptcy Court for the Middle District of Florida, Tampa Division entered an order extending the time in which the debtors must file a plan of reorganization through and including September 3, 1999. The debtors' exclusive right to file a plan is extended through and including the earlier of: a. September 3, 1999 or b. Ten days after the date of the termination of the employment of Alfred Fasola, Michael Worrall, and Thomas Noonan. If the debtors file a plan or before September 3, then they shall continue to have the exclusive right to obtain acceptances to any such plan through and including November 3, 1999. If the debtors file a plan as provided in section b. above, then they shall continue to have the exclusive right to obtain acceptances of any such filed plan 60 days after the filing of such plan. KOMAG INC: Plans Securities Offer "From Time To Time" ----------------------------------------------------- Komag Inc. may offer from time to time up to $150,000,000 of its debt securities, warrants, preferred stock, depositary shares, or common stock. When it offers securities, the company will provide a prospectus, supplement or term sheet relating to such securities. The prospectus supplement or term sheet for each offering of securities will describe in more detail the plan of distribution for that offering. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or determined if the prospectus is truthful or complete. Komag Inc. designs, manufactures and markets thin-film media (disks), the primary storage medium for digital data used in computer hard disk drives. The company believes it is the world's largest independent manufacturer of thin-film media and is well positioned as a broad-based strategic supplier of choice for the industry's leading disk drive manufacturers. Its business strategy relies on a combination of advanced technology and high-volume manufacturing. The company's products serve the desktop and enterprise segments of the disk drive market and are used in products such as personal computers, disk arrays, network file servers and engineering workstations. It manufactures leading-edge disk products primarily for 3 1/2-inch form factor hard disk drives. Komag was organized in 1983 and is incorporated in the State of Delaware. Its principal office is located in San Jose, California. The company states that it intends to use the net proceeds from the sale of the securities to repay indebtedness and for general corporate purposes, unless otherwise specified in the prospectus supplement relating to such securities. Pending such applications, it plans to invest the net proceeds in interest- bearing investment grade securities. The securities may be offered independently or together with other securities and may be attached to, or separate from, such other securities. The securities will be offered to the public on terms determined by market conditions at the time of sale and set forth in a prospectus supplement. The securities offered pursuant to the prospectus may be offered in one or more series of up to $150,000,000 aggregate public offering price, as the company will designate at the time of offering. LEVITZ: Will File Plan, Disclosure Statement By July 7 ------------------------------------------------------ Levitz Furniture Inc. intends to file a disclosure statement and reorganization plan by July 7, according to Monday's notice of the not timely filing of its annual report with the Securities and Exchange Commission. Monday's filing asserts that "the substance of the Plan will impact the disclosures required by the Company's . . . Annual Reports on Form 10-K." Therefore, due to the fact that the plan and related disclosure statement have yet to be filed, the annual report containing annual financial results as well as documenting the plan's effects is not ready to be filed. The furniture retailer continued by stating that the inability to file the annual report on time can not be eliminated "without unreasonable effort or expense." The filing also notes that there will be no significant change in this year's Levitz's operating results in relation to the operating results reported last year. (The Daily Bankruptcy Review and ABI Copyright c June 30, 1999) LTV CORP: Steelworkers Claim Victory in Campaign ------------------------------------------------- LTV Corp. has signed a court-enforceable agreement with the United Steelworkers promising that it will either guarantee the union neutrality in organizing employees of Trico Steel or that it would get out of the $450 million venture in a non-union minimill it built in Alabama, according to The Pittsburgh Post- Gazette. United Steelworkers President George Becker called it a victory in the union's five-year campaign against LTV's investment in the Alabama mill. Union workers were outraged that LTV decided to invest in Trico with two foreign partners, stating it was a "slap in the face" to the members who granted LTV concessions during the 1980s when it struggled financially and who helped the company emerge from a seven-year chapter 11 case. (ABI 30-June-99) LOEHMANN'S INC: Meeting of Creditors ------------------------------------ A meeting of creditors is scheduled for July 16, 1999 at 10:00 AM at the J. Caleb Boggs Federal Building, 844 King Street, Room 2313, Wilmington, Delaware. On May 18, 1999 Loehmann's Inc. Filed its petition in the case. LONG JOHN SILVER: Seeks To Extend Exclusivity --------------------------------------------- The debtors, Long John Silver's Restaurants, Inc., et al. Seek a court order extending the debtors' exclusive periods for a period of approximately 60 days. The debtor seeks to extend the exclusive periods within which to file a plan of reorganization and solicit acceptances thereto, through September 2, 1999 and October 28, 1999 respectively. The debtors say that they have made substantial progress towards reorganization, including the negotiation and execution of an agreement to sell all the shares of the debtors, the negotiation, formulation and filing of a plan of reorganization based on the stock sale, and the preparation and filing of a disclosure statement relating to the plan. The debtors submit that this substantial progress justifies granting the relief requested by the motion. The debtors have tentatively scheduled a confirmation hearing to commence on August 18, 1999. The debtors intend to consummate the transactions contemplated by the Stock Purchase Agreement on September 1, 1999. The debtor reviews it s progress in these cases, alleging hat the extension is warranted. By extending the exclusive periods, the debtors say that they will have the opportunity to build on their substantial progress. NU-KOTE: Lender Objects To Investment Bankers --------------------------------------------- NationsBank, NA for itself and as agent for a lender group filed an objection t the application for authorization to employ Conway, Del Genio, Gries & Co. As investment bankers for the debtors, Nu-Kote Holding, Inc. and its affiliated debtors. The lenders state that the payment of the investment bankers (starting at $25,000 in fees) constitutes an impermissible use of the lenders' cash collateral; Payments as requested will further exacerbate the lack of adequate protection; and The application is premature and will result in unnecessary expenses of the estates; particularly in light of the joint creditors' plan filed by the lenders and the Creditors' Committees. NWR: Case Dismissed ------------------- An order was entered on June 24, 1999 granting the Chapter 11 Trustee's motion to dismiss the case of NWR, Inc. and to abandon remaining assets to Foothill Capital Corporation. PENN TRAFFIC: Exits Chapter 11 ------------------------------ Penn Traffic Co. announced yesterday that it has emerged from chapter 11 protection and that $1.3 billion of notes have been restructured as a result, according to Reuters. The supermarket chain operator, with 213 stores in Pennsylvania, upstate New York, Ohio and West Virginia, is exchanging formerly outstanding senior notes for $100 million of new senior notes and 19 million shares of new common stock. Formerly outstanding senior subordinated notes are being exchanged for 1 million shares of new common stock and six-year warrants to purchase 1 million shares of new common stock with an exercise price of $18.30 per share. Penn Traffic has entered into a new $320 million secured credit agreement with its bank group, led by Fleet Capital Corp. The facility has more than $100 million in unused borrowing capacity currently. Penn Traffic's joint plan of reorganization was confirmed on May 27. (ABI 30-June-99) PHP HEALTHCARE: Order Authorizes Retention of Legg Mason -------------------------------------------------------- The US Bankruptcy Court for the District of Delaware entered an order authorizing the employment and retention of Legg Mason Wood Walker, Inc. as investment bankers for the debtor. PINNACLE BRANDS: Order Extending Exclusivity -------------------------------------------- The US Bankruptcy Court for the District of Delaware entered an order extending for forty-five days the periods in which only the debtors may file a plan or plans of reorganization and only the debtors may solicit acceptance thereof. The time period within which each of the debtors shall have the exclusive right to file a plan be, and it hereby is, extended to and including July 18, 1999 and the time period within which each of the debtors shall have the exclusive right to solicit acceptances for their plan be, and it hereby is, extended to and including September 17, 1999. RINCON ISLAND: Seeks Approval of Compromise With South Coast Oil ---------------------------------------------------------------- The debtors, Rincon Island Limited Partnership and Windsor Energy US Corporation seek court approval to settle the adversary proceeding with South Coast Oil Corporation. The debtors will transfer to South Coast wells 7,8,9, and 11 in the deep zone of California State Oil and Gas Lease PRC 145, certain rights to redrill and rework the Contested Deep Zone Wells, and the right to exploit the Contested Deep Zone Wells and well 4 and well 10 in circular 10-acre areas whose centers are the existing wellbores around those wells. South Coast must post a bond and obtain governmental approvals. In exchange, South Coast cedes the debtors any rights it has in deep zone wells 15 and 16 and the remaining acreage of lease 145 and a 3% overriding royalty interest in the assets debtors are retaining. South Coast also waives its pre and post petition claims against the debtors of between $2.2 million and $4.2 million. The debtors believe that the proposed compromise is in the best interest of the estates, because the assets being transferred to South Coast are not of significant value to the debtors, and the estates will be relieved from potentially substantial plugging, abandonment and other costs. ROOM PLUS INC: Order Extends Time To Assume or Reject Leases ------------------------------------------------------------ The US Bankruptcy Court for the District of New Jersey entered an order on June 21, 1999 granting the request of the debtor, Room Plus Inc. An extension of time to and including October 23, 1999 to assume or reject the leases of the debtor. SGL CARBON: Seeks Approval of Stipulation With Laclede Gas ---------------------------------------------------------- The debtor, SGL Carbon seeks approval of a stipulation and order between SGL Carbon Corporation and Laclede Gas Company regarding a Cost Sharing and Environmental Response Agreement. The debtor and Laclede are alleged to be responsible for environmental conditions at real property and improvements commonly known as the Carondelet Coke Site situated in the City of St. Louis, Missouri based on their respective former ownership and operation of the site. Without admitting any liability or responsibility for any contamination on or emanating from the site, and for the purposes of resolving the parties' alleged legal obligations concerning the Site, Laclede and the debtor have agreed pursuant to the Agreement to perform, and to fund on an equal basis, all response activities required to fulfill reasonable requirements imposed by the Missouri Dept. Of National Resources associated with responding to the release or threatened release of hazardous substances. The parties anticipate that the total costs to be funded equally will not exceed $10 million. SHOE CORP: Case Summary & 20 Largest Creditors ---------------------------------------------- Debtor: Shoe Corporation of America, Inc. 2935 Innis Road Columbus, OH 43224 Court: Southern District of Ohio, Eastern Division Case No.: 99-55400 Filed: 06/14/99 Chapter: 11 Case No.: 99-55401 SCOA License, Inc. Debtor's Counsel: Thomas R. Allen Thnompson Hine & Flory, LLP 10 West Broad Street Columbus, Ohio 43215 20 Largest Unsecured Creditors: Name ------ Rice Partners II, LP Nike USA , Inc. Brown Shoe Company Nine West Maxwell Shoe Company Reebok International LTD Keds Corporation Azaleia Bennett Footwear Group Skechers USA, Inc. Marlboro Footworks Footwear-Unlimited Florsheim Group, Inc. Bostonian Shoe Company J Renee by Remac Kenneth Cole Productions Emyco International Corp. J&L Footwear, Inc. Wolverine World Wide, Inc. Aerosoles SOURCEONE WIRELESS: Seeks Time To Assume or Reject Tower Leases --------------------------------------------------------------- The debtor, Sourceone Wireless, Inc. seeks an extension of time to assume or reject the Tower Leases, by sixty days, to and including August 26, 1999. The debtor is pursuing a sale of all or substantially all of its assets and assumption and assignment of its leases pursuant to the Bankruptcy Code. The debtor and its investment banker are working to obtain bid proposals from one or more potential purchasers and to close any sales by the end of June 1999 or the first part of July 1999. SOUTHERN PACIFIC: Liquidating Trustee Designated ------------------------------------------------ Pursuant to the second amended plan of reorganization, the Official Creditors' Committee of Southern Pacific Funding Corporation designates Jeffrey H. Beck as Liquidating Trustee. STORMEDIA: Seeks Extension of Time To Assume/Reject Leases ---------------------------------------------------------- The debtors, Stormedia Incorporated, and its debtor affiliates seek an extension of time to assume, assume and assign, or reject unexpired nonresidential real property leases. StorMedia asserts that this case involves five leases, four of which cover foreign property. StorMedia continues to occupy the leased space under each lease agreement. StorMedia intends to meet its postpetiton monetary obligations on the leases and intends to continue postpetition performance pending a decision on assumption or rejection. The leases are critical assets of the debtors. The debtors plan to liquidate substantially all of their assets in a relatively short period of time. The debtors have made decisions regarding 14 of their 19 leases prior to this motion, but the debtors have not yet made determinations with respect to the final 5 leases. UNITED HEALTHCARE: Stock Options Call For Registration Of Stock --------------------------------------------------------------- United Healthcare Corporation, a Minnesota Corporation, will be filing with the SEC a Registration Statement relating to the sale of up to 8,506,412 shares of the company's common stock, $.01 par value per share, issuable upon the exercise from time to time of stock options granted pursuant to the United HealthCare Corporation 1998 Broad-Based Stock Incentive Plan. UNITED PETROLEUM: Hearing to Consider Disclosure Statement ---------------------------------------------------------- A hearing will be held on July 22, 1999 at 5:00 PM in the US Bankruptcy Court, 824 Market Street, 6th Floor, Wilmington, Delaware to consider the adequacy of the information contained in the Disclosure Statement. VOICE IT WORLDWIDE: Order Authorizes Employ of Dillon-Gage ---------------------------------------------------------- The US Bankruptcy Court for the District of Colorado entered an order authorizing the debtor, Voice It Worldwide, Inc. To employ Dillon-Gage Securities, Inc. To provide investment banking services to the debtor. The firm will attempt to find a source of $1-$2 million in DIP financing to be used as working capital. The firm charges a transaction fee equal to the greater of 2.5% of the total financing consummated or $25,000. An Engagement Fee of $5000 is payable with entry of the Agreement. WASTE SYSTEMS INTERNATIONAL: Offering Series B Sr Note Exchange --------------------------------------------------------------- Waste Systems International, Inc. is offering to exchange $77,500,000 principal amount of its 11 1/2% Series B Senior notes due 2006 for the same principal amount of its outstanding 11 1/2% Senior notes due 2006. The company indicates the 11 1/2% Series B Senior notes due 2006 offered for exchange are substantially identical to those of the currently outstanding senior notes, except that some transfer restrictions and registration rights relating to the outstanding Senior notes will not apply to the new 11 1/2% Series B Senior notes due 2006. There is currently no established trading market for the 11 1/2% Series B Senior notes due 2006, and Waste Systems does not intend to apply to list the 11 1/2% Series B Senior notes due 2006 on any securities exchange. Notes tendered for exchange may be only in denominations of $10,000 and multiples of $10,000 and tender offers may be withdrawn at any time before the exchange offer's expiration. The company will not receive any cash proceeds from the offer. According to Waste Systems International the exchange of 11 1/2% Senior notes due 2006 should not be a taxable exchange for United States federal income tax purposes. WINDSOR ENERGY: Seeks Approval of Compromise With South Coast Oil ----------------------------------------------------------------- The debtors, Rincon Island Limited Partnership and Windsor Energy US Corporation seek court approval to settle the adversary proceeding with South Coast Oil Corporation. The debtors will transfer to South Coast wells 7,8,9, and 11 in the deep zone of California State Oil and Gas Lease PRC 145, certain rights to redrill and rework the Contested Deep Zone Wells, and the right to exploit the Contested Deep Zone Wells and well 4 and well 10 in circular 10-acre areas whose centers are the existing wellbores around those wells. South Coast must post a bond and obtain governmental approvals. In exchange, South Coast cedes the debtors any rights it has in deep zone wells 15 and 16 and the remaining acreage of lease 145 and a 3% overriding royalty interest in the assets debtors are retaining. South Coast also waives its pre and post petition claims against the debtors of between $2.2 million and $4.2 million. The debtors believe that the proposed compromise is in the best interest of the estates, because the assets being transferred to South Coast are not of significant value to the debtors, and the estates will be relieved from potentially substantial plugging, abandonment and other costs. WSR CORP: Order Extends Exclusive Periods ----------------------------------------- An order was entered in the Chapter 11 case of debtors, WSR Corporation, R&S/Strauss, Inc., National Automotive Stores, Inc. And National Auto Stores Corp., extending the debtors' exclusive periods to file a plan of reorganization and solicit acceptances thereto. The court overrules the objection filed by Charon Investments, LLC and finds that an extension of the exclusive periods is appropriate. The Agreement on a consensual exclusivity extension reached between the debtors and the Official Committee of Unsecured Creditors is approved. The period during which the debtors have the exclusive right to file a plan or plans of reorganization is extended through and including October 15, 1999 subject to the terms of the Agreement. Th period during which the debtors have the exclusive right to solicit acceptances of a plan or plans of reorganization is extended through and including December 15, 1999. XCL CHINA: Apache China Files Involuntary Petition -------------------------------------------------- Apache Corp. announced that on Friday its Apache China subsidiary filed an involuntary petition in Opelousas, La., placing XCL China into bankruptcy for failing to pay more than $10 million owed to Apache China, according to a newswire report. XCL and Apache each own a 50 percent interest in the 49 percent foreign contractor's share of the Zhao Dong Block east of Beijing, China. XCL Chairman and CEO Marsden W. Miller said that the "petition is wasteful and ludicrous. The money in question is money that XCL doesn't owe Apache to begin with. We're disappointed in Apache's actions...This is just another example of Apache's bullying tactics, foot-dragging and private agenda that have kept XCL discoveries in the Zhao Dong Block from being developed in a timely manner." XCL is an oil and gas exploration and production company with headquarters in Lafayette, La., and operations in China. Apache Corp. is an independent oil and gas company with operations in North America, China and several other countries. According to Apache, XCL has not paid any costs associated with the project since November. In XCL's first quarter 10-Q filing with the Securities and Exchange Commission, XCL Ltd., parent company of XCL China, admitted that it has not paid certain cash calls to Apache Corp., in the amount of about $7.3 million through May 1999 and that the company has no significant source of revenue. Separately, XCL has initiated a $17 million arbitration proceeding against Apache for unauthorized and wasteful spending and it is seeking a refund of $7.2 million for an amount previously overpaid to Apache. (ABI 30-June-99) ********** 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. 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