/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/990706.MBX T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, July 6, 1999, Vol. 3, No. 127 Headlines ABRAXAS PETROLEUM: To Offer Exchange Of Senior Secured Notes AHERF: Trustee Seeks Merger For Allegheny and West Penn Health AL TECH: Seeks Order Authorizing Sale of Extrusion Assets AMF BOWLING: Additional Securityholder Listed As Selling AVATEX: Agreement Reached On Merger & Stockholder Litigation BIOPORT CORP: Anthrax Vaccine Company on Verge of Bankruptcy BRADLEES INC: Convertible Notes & Common Stock Readied For Sale CAI WIRELESS: Shareholder Unrest Prompts SEC Filing CALIFORNIA COASTAL: Repurchases Nearly 200,000 Odd-lot Shares CHASTAIN CAPITAL: 1,400,000 Share Beneficial Ownership Announced CHERRYDALE FARMS: Seeks To Employ Accountants CONNECTIVITY TECHNOLOGIES: Products To Be Sold To Rome Group CONXUS COMMUNICATIONS: Committee Taps Pepper Hamilton FLORIDA COAST: Committee of Noteholders Seek Approval of DIP GANTOS INC: Company Ousts Auditors, Claims No Major Disagreements GENEVA STEEL: Seeks Approval of Pipe Mill Equipment Sale GULF STATES STEEL: Filed For Chapter 11 Bankruptcy HUNGARIAN BROADCASTING: Over 10% Of Company Owned By Danish Firm HUNGARIAN BROADCASTING: Over 10% Of Stock Subject Of Agreement LEVITZ FURNITURE: Seek Eighth Extension of Exclusivity LEVITZ: Masullo Named VP Strategic Operations and Human Resources LOEWEN: Further Discussions Pertaining to $200 Million DIP LOEWEN: Seeks Approval To Hire KPMG as Auditors and Accountants LOGAN SQUARE EAST: Purchased by The Fountains MEDIA LOGIC: Trustee's Motion To Convert Case To Chapter 7 NEVADA BOB'S: Announces Intended Acquisitions NEWCARE HEALTH: Chapter 11 Triggers Default PAGE AMERICA: Bar Date Set For August 2, 1999 PAGE AMERICA: Seeks Final Order Approving Stroock & Stroock PAGE AMERICA: Summary of Plan PARAGON TRADE: Committee Supports Terms of Investment RAINTREE HEALTHCARE: Will Not Make $1.3 Million Interest Payment READING CHINA: Seeks Approval of Sale RENAISSANCE COSMETICS: Brings $29M At Auction As One Unit TELEPAD CORP: Committee Taps Blank Rome Comisky & McCauley LLP WEINER'S STORES: Announces Changes in Senior Management WESTMORELAND COAL: Expects To Conduct Additional Tender Offer WIRELESS ONE: Bar Date Set For July 23, 1999 BOND PRICING FOR WEEK OF JUNE 28, 1999 ********** ABRAXAS PETROLEUM: To Offer Exchange Of Senior Secured Notes ------------------------------------------------------------ Abraxas Petroleum Corporation announces the registration of $63,500,000 Senior secured notes due 2003. The offer will be the exchange of 12 7/8% Senior secured notes due 2003, Series B, for any and all outstanding 12 7/8% Senior secured notes due 2003. The 12 7/8% Senior secured notes due 2003 were originally offered and sold on March 26, 1999 and will mature on March 15, 2003. They will bear interest at the annual rate of 12 7/8%, payable semi-annually beginning on September 15, 1999. The notes are secured by most of the company's current and future assets other than certain excluded assets, and rank senior in right of payment to any of its subordinated indebtedness and rank equally with any of its senior indebtedness. They will be subject to redemption or repurchase by the company under certain circumstances. The 12 7/8% Senior secured notes due 2003, Series B are offered in exchange for an equal principal amount of Abraxas' outstanding Senior secured notes. They evidence the same indebtedness as its outstanding Senior secured notes and are entitled to the benefits of the indenture under which those notes were issued. They are substantially identical in all material respects to the company's outstanding Senior secured notes, except for certain transfer restrictions and registration rights. The exchange offer will expire on a date in July 1999 yet to be determined, unless extended. The offer satisfies the company's obligations under a registration rights agreement which it entered into with the initial purchaser of its Senior secured notes. The offer will terminate the rights of most holders of any outstanding Senior secured notes to exercise registration rights under the registration rights agreement. Abraxas indicates the exchange is not a taxable exchange for U.S. Federal income tax purposes, and is not subject to any condition other than that the exchange offer not violate applicable law or any applicable interpretation of the staff of the Securities and Exchange Commission. AHERF: Trustee Seeks Merger For Allegheny and West Penn Health -------------------------------------------------------------- Trustee Seeks Merger for Allegheny General Hospital and West Penn Health System Bankruptcy Trustee William Scharffenberger yesterday asked Bankruptcy Judge M. Bruce McCullough to approve a settlement that would enable Allegheny General Hospital (AGH) and its suburban affiliates to complete a merger with West Penn Health System, The Pittsburgh Post-Gazette reported. He also sought an emergency hearing on the request and on a plan to make West Penn the interim manager of AGH and several of the affiliates. However, Scharffenberger said he does believe that West Penn has completed a financing agreement to allow it to take over the hospitals. Under the proposed settlement, Allegheny Health, Education and Research Foundation (AHERF) creditors would release the foundation's Western Pennsylvania hospitals from further claims in exchange for $25 million. West Penn would receive certain assets from the bankrupt entities. The settlement is contingent on West Penn taking over by July 31. AGH is not part of its parent company's chapter 11, but AHERF creditors have threatened to press claims against AGH and its affiliates unless the hospitals were sold to help settle AHERF's debts. (ABI 02- July-99) AL TECH: Seeks Order Authorizing Sale of Extrusion Assets --------------------------------------------------------- The debtor, AL Tech Specialty Steel Corporation seeks approval of an order authorizing and approving the sale and lease to Altx, Inc. And Tubacex America Holding Corporation of the debtor's extrusion assets. The total consideration to be paid by Altx for the personal property and the leased property is $1.5 million plus 100% of the lower of cost or current market value of each item of the inventory included in the sale, valued using a certain formula. (A total purchase price estimated at approximately $3 million). A break up fee of $100,000 is provided in the event of a sale to a higher and better offer. Higher and better offers must better the purchase price in increments of $250,000. AMF BOWLING: Additional Securityholder Listed As Selling -------------------------------------------------------- AMF Bowling Inc. is issuing Prospectus Supplement No. 7 to its prospectus dated November 6, 1998 relating to the sale of 1,125,000,000 zero coupon convertible debentures due 2018 and shares of common stock issuable upon conversion, redemption or repurchase. An additional selling secuityholder is listed as Alta Partners Holdings, LLC. As of June 24, 1999 Alta Partners Holdings, LLC, held the principal amount of debentures at maturity of 3,500,000 convertible at maturity to 30,356 shares of common stock. AVATEX: Agreement Reached On Merger & Stockholder Litigation ------------------------------------------------------------ Avatex Corporation announces agreement on an amended merger transaction and settlement of preferred stockholder litigation. The agreement was reached with a majority of holders of its two series of preferred stock on the terms of a revised merger between Avatex and its wholly-owned subsidiary, Xetava Corporation, and the settlement of the preferred stockholders' litigation against the companies relating to their prior merger transaction announced in April 1998. Under the revised merger agreement, Xetava will merge with and into Avatex, and Avatex's existing preferred stockholders will receive new common stock of Avatex, or such stockholders may in lieu thereof elect to receive a combination of cash, secured notes, warrants and other consideration. Avatex's existing common stockholders will receive new common stock of Avatex. Specifically, under the revised merger agreement, each share of existing Avatex common stock will be converted into one share of new Avatex common stock. Each share of existing Avatex First Series preferred stock will be converted into 9.134 shares of new Avatex common stock or, at the election of the holder, (1) $3.7408 in cash, (2) $8.340 principal amount of 6.75% notes to be issued by Avatex Funding, Inc., a new wholly-owned subsidiary of Avatex, (3) warrants to purchase 0.67456 shares of new Avatex common stock, and (4) a deferred contingent right to receive (a) 16% of an amount equal to 20% of any net recovery that Avatex may receive in certain litigation brought by Avatex against McKesson Corporation and a number of large pharmaceutical manufacturers, divided by (b) the number of outstanding shares of First Series preferred stock. Each share of existing Avatex Series A preferred stock will be converted into 7.253 shares of new Avatex common stock or, at the election of the holder, (1) $2.9705 in cash, (2) $6.623 principal amount of 6.75% notes to be issued by Avatex Funding, Inc., (3) warrants to purchase 0.53567 shares of new Avatex common stock, and (4) a deferred contingent right to receive (a) 84% of an amount equal to 20% of any net recovery that Avatex may receive in the described litigation, divided by (b) the number of outstanding shares of Series A preferred stock. The maximum amount of any payments on the deferred contingent rights that could be made to holders of the First Series and Series A preferred stock is $7.5 million. Avatex Funding, Inc. will be a new Avatex subsidiary whose purpose will be to issue the 6.75% notes under the merger and to own 3,571,533 shares of common stock of Phar-Mor, Inc., which are now owned by Avatex and will be transferred to Avatex Funding and pledged to secure the notes. The principal of the notes will be due three years from issuance, and interest will accrue on the notes at the rate of 6.75% per year and will be payable semi-annually in cash. Avatex will also guarantee the notes. The Avatex warrants will be exercisable at the price of $2.25 per share of new Avatex common stock for a five year term beginning three months after the closing of the proposed merger. Avatex has also entered into settlement, stockholder and voting agreements with the preferred stockholder plaintiffs in the three Delaware lawsuits pending against Avatex, Xetava and certain of the Avatex directors. Under the settlement stipulation with the plaintiffs in the class action lawsuits brought on behalf of all holders of Avatex First Series and Series A preferred stock and the plaintiff in the non-class action lawsuit, subject to court approval and effective upon the closing of the merger, the lawsuits will be settled in consideration for the new terms of the merger agreement and Avatex will pay the plaintiffs' attorneys' fees up to $1.1 million. Under a voting agreement with one of the named plaintiffs in one of the class action lawsuits, the plaintiff has agreed to vote in favor of the proposed merger and to waive any appraisal rights in connection with the proposed merger. Such plaintiff will also receive $300,000 in exchange for a ten year standstill agreement with Avatex, a general release of liability (subject to certain specified exceptions) as to Avatex and its directors and other consideration. Under a separate stockholder agreement with Elliott Associates, L.P., the plaintiff in the non-class action lawsuit, and Mr. Moses Marx, Elliott Associates, Mr. Marx and their respective affiliates and associated companies have agreed to vote in favor of the proposed merger, to waive any appraisal rights in connection with the proposed merger, and to elect to receive the cash, notes, warrants and other consideration upon consummation of the proposed merger. Avatex will also pay Mr. Marx, Elliott Associates and their respective affiliates and associated companies $600,000 in exchange for a ten year standstill agreement with Avatex, a general release of liability as to Avatex and its directors and other consideration. In addition, Avatex has been advised that Mr. Marx, Elliott Associates and their respective affiliates and associated companies have entered into a Stock Purchase Agreement with Phar- Mor, Inc., which is 38%-owned by Avatex. Subject to the consummation of the proposed merger between Avatex and Xetava, Phar-Mor has agreed to purchase approximately 2.8 million shares of Avatex common stock from Mr. Marx, Elliott Associates and their respective affiliates and associated companies for $2.00 per share, with the closing to occur simultaneously with the closing of the proposed merger between Avatex and Xetava. Mr. Marx, Elliott Associates and their respective affiliates and associated companies have granted a proxy to Phar-Mor to vote their shares of Avatex common stock in favor of the proposed merger. The merger agreement has been approved by the board of directors of Avatex. Consummation of the merger is conditioned upon, among other requirements, (i) approval of the transaction by the holders of a majority of the outstanding shares of Avatex common stock and two-thirds of each series of Avatex preferred stock, voting separately as a class, (ii) effectiveness of a registration statement to be filed with the Securities and Exchange Commission with respect to the shares of new Avatex common stock, 6.75% notes and warrants that will be issued in the merger; and (iii) dismissal of the three Delaware lawsuits and the approval of the settlement by the Delaware Court of Chancery. Avatex will schedule a meeting of its common and preferred stockholders to vote on the proposed merger after its proxy statement/prospectus is available for mailing. Avatex currently expects the meeting to take place in the fall of 1999. Avatex is a holding company that, along with its subsidiaries, owns interests in other corporations and partnerships. Through Phar-Mor, Inc., Avatex is involved in operating a chain of retail discount drug stores devoted to the sale of prescription and over-the-counter drugs, health and beauty aids and other general merchandise. BIOPORT CORP: Anthrax Vaccine Company on Verge of Bankruptcy ------------------------------------------------------------ BioPort Corp., the only U.S. company that produces an anthrax vaccine, is close to bankruptcy, The Washington Post reported this week. This complicates a Pentagon program plan to immunize all U.S. troops against the germ warfare agent. BioPort officials said this week that renovation delays and other transitional problems after their purchase of the vaccine production facility have caused serious financial problems. BioPort said that unless the Pentagon agrees to pay about $10 per dose instead of the $3.50 currently agreed on, the company does not expect to be able to meet the terms of a $29 million contract with the Defense Department. A General Accounting Office (GAO) report released at a hearing this week found that the delay in the renovation of the facility has caused a serious cash flow problem, and the GAO projects a "significant operating loss" for the year. In testimony on behalf of the Pentagon, Rear Adm. David Oliver Jr., a senior acquisition officer, suggested that his staff may have pushed BioPort too hard to accept a price that was too low and that they are now reviewing the matter. He also said there is enough of the vaccine in inventory to meet the Pentagon's needs through August 2000. (ABI 02-July-99) BRADLEES INC: Convertible Notes & Common Stock Readied For Sale --------------------------------------------------------------- Bradlees, Inc. and its subsidiary companies operate discount department stores in the Northeast through Bradlees, Inc.'s subsidiary, Bradlees Stores, Inc. The company is readying a prospectus for securities issued by it under the terms of its bankruptcy reorganization. The prospectus will relate to: 7,267,424 shares of common stock of Bradlees, Inc.; $36,000,000 of 9% Convertible notes issued by Bradlees Stores, Inc. and the common stock issuable upon conversion of the Convertible notes; and the guarantee by Bradlees, Inc. and New Horizons of Yonkers, Inc. of the 9% Convertible notes. The company states it is registering these securities on behalf of the selling securityholders who received the securities, directly or indirectly, under the company's Plan of Reorganization in exchange for the cancellation of various indebtedness owed them. Bradlees is not selling any of these securities and will not receive any proceeds from the sale of the securities. The selling securityholders may offer the securities through public or private transactions, on the Nasdaq National Market, at prevailing prices or at privately negotiated prices. The registration of the securities does not necessarily mean that any selling securityholder will actually sell such securities. The common stock being offered is listed on the Nasdaq National Market and on June 4, 1999, the last reported sale price of the common stock was $10.17 per share. Details incorporated in the prospectus may be viewed at http://www.sec.gov/cgi-bin/srch-edgar?0000927016-99-002455on the Internet, free of charge. CAI WIRELESS: Shareholder Unrest Prompts SEC Filing --------------------------------------------------- 1,632,514 shares of common stock in CAI Wireless Systems Inc., a corporation organized under the laws of Connecticut, have been reported to the SEC as being held by the following: Resurgence Asset Management, L.L.C.("RAM"), 582,947 shares representing 3.4 % of outstanding stock; Resurgence Asset Management International, L.L.C. ("RAMI"), 386,687 shares representing 2.2%; Re/Enterprise Asset Management, L.L.C. ("REAM"), 628,206 shares representing 3.6%; Kingstreet Ltd. (British Virgin Islands), 7,792, less than .1%; M.D. Sass Corporate Resurgence Partners, L.P. ("Resurgence L.P."), 582,947, or 3.4; M.D. Sass Corporate Resurgence International, Ltd. ("Resurgence Ltd."-British Virgin Islands), 299,003,1.7%; M.D. Sass Re/Enterprise Partners, L.P. ("Re/Enterprise"), 140,459, .8%; M.D. Sass Re/Enterprise - II, L.P. ("Re/Enterprise II"), 32,806, .2%; M.D. Sass Re/Enterprise International, Ltd. ("Re/Enterprise International"-British Virgin Islands), 87,684, .5%; M.D. Sass Associates, Inc., 628,206, 2.4%; M.D. Sass Management, Inc., 87,684, .5%; M.D. Sass Investors Services, Inc., 454,941, 2.6%; Resurgence Parallel Fund LLC, 20,356, less than .1%; The M.D. Sass Re/Enterprise International Irrevocable Trust II (British Virgin Islands), 7,792, less than .1%; M.D. Sass Associates, Inc. Employee Profit Sharing Plan ("SAEPS"), 6,526, less than 01%. As of June 15, 1999 the above beneficially owned an aggregate of 1,632,514 shares, representing 9.5% of the total outstanding. The funds for acquisitions by the two employee benefit or retirement plans were provided by monies invested by or contributed on behalf of the employee participants in such plans. The funds for acquisitions by the others were provided by monies invested as capital contributions by investors, partners or shareholders as the case may be. While beneficial ownership denotes sole voting and dispositive power Mr. James B. Rubin serves as Manager or Chief Investment Officer for eleven of the entities mentioned and is responsible for the day-to-day investment activities of each. Therefore, voting and dispositive powers may said to be shared. The M.D. Sass Re/Enterprise International Irrevocable Trust II owns 100% of Kingstreet Ltd., and therefore, voting and dispositive powers are deemed to be shared. All shares were acquired on the open market. The report of stock ownership was made to the SEC by the shareholders above due to their concerns and questions regarding the agreement for the acquisition of CAI Wireless by MCI WorldCom, Inc., which has been announced by management. Their concerns include CAI Wireless' adoption of a shareholders' rights plan or so-called "poison pill" and its grant to MCI WorldCom of an option to acquire 6,090,481 shares of CAI. Additionally, the reporting persons are concerned that those transactions will not have the effect of maximizing value for all shareholders of CAI. On June 10, 1999, James B. Rubin, on behalf of RAM, RAMI, and REAM, each an owner noted above, contacted CAI Wireless to express concerns regarding the MCI Worldcom transactions, to ask questions of management and to request additional information with respect to such matters. On June 15, 1999, the above shareholders received a letter from CAI, in which CAI is said to have stated that it was not prepared to provide the inquiring parties with any information other than a copy of the Disclosure Statement filed by CAI in its Chapter 11 bankruptcy case which as confirmed on September 30, 1998. Because of CAI's refusal to provide the inquiring shareholders with any information other than the Disclosure Statement, they are considering whether to take further steps to protect the interests of CAI's shareholders and to seek to enhance shareholder value. CALIFORNIA COASTAL: Repurchases Nearly 200,000 Odd-lot Shares ------------------------------------------------------------- On June 21, 1999, California Coastal Communities, Inc. announced that, in connection with implementing the company's previously announced plan to repurchase approximately 230,000 odd-lot shares, the average daily closing price per share on the Nasdaq National Market for the ten trading days ended June 18th was $ 6.51 per share. The plan, which was approved by the company's stockholders last month, was effected following the market close on Friday, June 18, 1999, through a 1-for-100 reverse stock split which will result in the cash-out of approximately 12,300 odd-lot stockholders who each hold less than 100 shares. These stockholders will receive a letter of transmittal in approximately one week with instructions on how to receive the cash payment for their shares. The transaction resulted in 192,463 odd-lot shares being cashed- out. Following completion of the stock splits, California Coastal Communities had a total of 10,058,539 shares of its common stock outstanding. The reverse split was immediately followed by a 100-for-1 forward stock split, thereby preserving the pre-split stock price per share on Nasdaq. Registered stockholders with more than 100 pre- split shares will receive a letter of transmittal with instructions on how to receive new stock certificates. Raymond J. Pacini, President and Chief Executive Officer of California Coastal Communities commented, "Over the last seven months, the company has repurchased an aggregate of over 1.9 million shares, representing approximately 16.3% of the company's outstanding shares, at an aggregate cost of approximately $11.5 million (an average of $5.89 per share). The Board of Directors continues to believe the company's stock is significantly undervalued and that retiring shares will realize a substantial value for shareholders." California Coastal Communities Inc. is a residential land development and homebuilding company which holds a large residential land inventory in Southern California. The company's principal subsidiaries are Signal Landmark, which owns Warner Mesa, a 200 acre master-planned community of up to 1,235 homes adjacent to the Pacific Ocean and overlooking the Bolsa Chica wetlands in Orange County, CA; and Hearthside Homes, Inc., the sixth largest homebuilder in Orange County in 1998, currently building a 1,200 home master-planned community in Aliso Viejo, CA and 112 homes at the company's Rancho San Pasqual master-planned golf course community in Escondido, CA. CHASTAIN CAPITAL: 1,400,000 Share Beneficial Ownership Announced ---------------------------------------------------------------- Chastain Capital Corporation announces beneficial ownership of its common stock in the amount of 700,000 shares, representing 9.52% of its outstanding stock, resides in Thomas Knott, Abner Kurtin, K Capital Partners, LLC, and Harwich Capital Partners, LLC. K Capital Partners II, L.P. holds 685,370 shares representing 9.33%, while K Capital Partners I, L.P. owns 14,630 shares, or 0.199% of the outstanding shares. Cumulative the ownership shares equal 1,400,000 and each holder has sole voting and dispositive power over the shares represented. CHERRYDALE FARMS: Seeks To Employ Accountants --------------------------------------------- The debtors, Cherrydale Farms, Inc., et al. seek a court order authorizing the debtor to employ Amper Politziner & Mattia as its accountants. On March 25, 1999, the U.S. Trustee held an organizational meeting and appointed an Official Committee of Unsecured Creditors. Whiteford, Taylor & Preston and Young, Conaway, Stargatt & Taylor are attorneys to the Committee. The debtors seek to retain the accounting firm to prepare the debtors' sales and use tax returns for the months October 1998 through April 1999. The firm will also file a form to terminate the debtors' 401(k)plan. The debtors seek to retain the firm for an initial period of 250 man-hours, estimated at $35,950. CONNECTIVITY TECHNOLOGIES: Products To Be Sold To Rome Group ------------------------------------------------------------ On June 23, 1999, Connectivity Technologies Inc. announced the signing of a non-binding Letter of Intent to sell its operating subsidiary, Connectivity Products Incorporated, to Rome Group, Inc. or a wholly-owned subsidiary thereof for a total cash consideration of $21 million, subject to adjustment. A spokesman for Connectivity Technologies said that the transaction is expected to generate net proceeds of over $3 million to Connectivity Technologies (after the repayment of debt, payment of selected expenses, transaction costs and taxes). The transaction is subject to various conditions, including the signing of a mutually satisfactory stock purchase agreement, satisfactory completion of due diligence investigation by the buyer, termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the approval of Rome Group's Board of Directors and the approval of Connectivity Technologies' shareholders at a meeting to be held as soon as the necessary documentation and regulatory matters can be completed. A Connectivity Technologies spokesperson said that, assuming that the sale is consummated, Connectivity Technologies intends to maintain its status as a public corporation and to seek to acquire other operating assets. Company officials said that it was not expected that the sale would result in the loss of Connectivity Technologies' substantial net operating losses for tax purposes. Connectivity Technologies, formerly known as Tigera Group, Inc., acquired its interest in Connectivity Products, a manufacturer and assembler of wire and cable products, in May 1996. In late April 1999, Connectivity Technologies announced the signing of a new credit agreement between Connectivity Products and its lenders covering a credit facility extending until January 31, 2000 in the amount of $16,460,700, including an over-advance, with a maximum indebtedness at any one time to be determined by a borrowing base calculation. Since that time, Connectivity Products has reduced its indebtedness to its lenders by approximately $800,000. Rome Group, the acquiring company, through its subsidiary, Rome Cable Corporation, manufactures wire and cable products, and its affiliate, Sherburne Metal Products, produces high grade copper and copper alloy metals for a variety of applications. A Rome Cable spokesperson said that the acquisition of Connectivity Products and its operating divisions, BSCC and Energy Electric Assembly, will extend the range of wire and cable products offered by Rome and adds the cable assembly capability of Energy Electric Assembly. The Rome Cable operation was established in 1936 and is a leading supplier to the industrial, utility, OEM, commercial, and mining markets. With six strategically located distribution centers and its headquarters in Rome, New York, Rome Cable is positioned to effectively service the day-to-day needs of these markets. CONXUS COMMUNICATIONS: Committee Taps Pepper Hamilton ----------------------------------------------------- The Official Committee of Unsecured Creditors applies for approval of the appointment and retention of Pepper Hamilton LLP as counsel for the Committee. The firm will provide the following services: Render legal advice with respect to the duties and powers of the Committee in these cases; Assist the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the debtors, the operation of the debtors' businesses, and the desirability of the continuation of such businesses, and any other matter relevant to the cases or to the formulation of a plan of reorganization; Participate in the formulation of the plan; Assist the Committee in requesting the appointment of Trustees or Examiners, should such action become necessary. The hourly rate for attorneys and paralegals at the firm range from $325 per hour to $75 per hour. FLORIDA COAST: Committee of Noteholders Seek Approval of DIP ------------------------------------------------------------ The Ad Hoc Committee of Noteholders, representing certain holders of Series A and Series B 12 3/4% First Mortgage Notes Due 2003 issued by the debtors, Florida Coast Paper Company, LLC and Florida Coast Paper Finance Corporation seek approval of a $5 million DIP financing facility proposed by certain funds and accounts managed by Fidelity Management and Research Company, Merced Partners Limited Partnership and BDC Finance LLC. The DIP is conditioned on the termination of the debtors' exclusive periods. GANTOS INC: Company Ousts Auditors, Claims No Major Disagreements ----------------------------------------------------------------- Gantos Inc., as of June 17, 1999, discontinued the client-auditor relationship between itself and PricewaterhouseCoopers LLP, the independent accountants for the company's most recent fiscal year. Gantos is quick to point out that in connection with its audits for fiscal years 1998 and 1997, and during the interim period preceding PricewaterhouseCoopers LLP's resignation, there were no disagreements between the company and PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure for such years, which, if not resolved to the satisfaction of PricewaterhouseCoopers LLP, would have caused them to make reference to the subject matter of the disagreement in connection with their report on the financial statements. PricewaterhouseCoopers LLP's reports with respect to Gantos' financial statements for fiscal 1998 and 1997 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles; however, such reports included an explanatory paragraph regarding the company's ability to continue as a going concern in both reports. GENEVA STEEL: Seeks Approval of Pipe Mill Equipment Sale -------------------------------------------------------- The debtor, Geneva Steel Company, seeks a court order approving the sale of the debtor's large diameter pipe mill equipment. The pipe mill equipment is located on the premises of the debtor in Vineyard, Utah, it does not constitute a core asset of the debtor, and the debtor has not operated the Pipe Mill Equipment for more than ten years, and the debtor has been attempting to sell the equipment for over a year. The purchaser is Mitsubishi International Corporation of New York. The purchase price is $4.55 million. A hearing on the motion is scheduled before the Honorable Glen E. Clark on July 21, 1999 at 2:00 PM on the 3rd floor of the Frank E. Moss US Courthouse, 350 South Main Street, Salt Lake City, Utah. GULF STATES STEEL: Filed For Chapter 11 Bankruptcy -------------------------------------------------- Gulf States Steel filed for Chapter 11 bankruptcy Thursday, with the company's chairman blaming the dumping of foreign-made steel into the U.S. market. Bob Schaal, the Gadsden company's chairman and CEO, said in a statement Gulf States would be able to continue operating during the proceedings thanks to a post-petition credit availability of about $ 100 million. "We regret having to file this petition just as we regret the illegal dumping of foreign steel that has forced us into this situation," Schaal said. He said the additional financing will allow Gulf States to reorganize, restructure its debt and make capital improvements, as well as overhaul its overall cost structure and finances. The company filed its petition in U.S. Bankruptcy Court in Anniston. Under Chapter 11, companies can continue to operate while devising reorganization plans that are subject to approval of creditors, debtors and the courts. The steel plant, which hasn't made a profit since 1995, employs about 1,850. About 65 workers are currently laid off, according to the latest report. That's compared to last fall when about 250 workers were laid off. For the first six months of the current fiscal year, Gulf States sustained a record $ 35.7 million net loss, according to a quarterly report Gulf States released June 15. The company attributes most of the losses to an increase in imports of foreign steel which have depressed steel prices. Earl Guyton, president of Local 2176 of the United Steelworkers, said an international union representative will come to Gadsden to explain the laws and procedures of bankruptcy to Gulf States union members. "The employees have the right to know as much as they can about what the future holds for them," Guyton told the Gadsden Times Wednesday, when it became apparent the company might be filing for bankruptcy. "The way I understand it, Chapter 11 is not the end of the world. People continue to work and the hourly people should not miss a paycheck." Gulf States was unable to make a $ 12.8 million bond interest payment before May 15, putting it into default. The company has been in confidential negotiations with the bondholders for the past few months. The June report by Gulf States said that while bondholders have not indicated they would accelerate or demand payment on the notes they hold from the company, there's no guarantee it might not happen in the future. At the time, the company said that could force it into bankruptcy. Schaal said he believes Gulf States Steel will emerge as a "better-capitalized, lower cost, profitable company" with implementation of the reorganization plan. HUNGARIAN BROADCASTING: Over 10% Of Company Owned By Danish Firm ---------------------------------------------------------------- Hungarian Broadcasting Corporation announced recently the beneficial ownership of 10.7% of the outstanding shares of its common stock is owned by Danish Investment Fund for Central and Eastern Europe. The Danish Investment Fund presently owns 1,285,714 shares. The Investment Fund has sole voting and dispositive power over the total number of shares shown. HUNGARIAN BROADCASTING: Over 10% Of Stock Subject Of Agreement -------------------------------------------------------------- A shareholders' agreement concerning Hungarian Telephone and Cable Corp between Tele Danmark A/S ("TD") and The Investment Fund for Central and Eastern Europe ("IFCE")dated May 11, 1999, gave The Investment Fund the right to sell to Tele Danmark A/S and Tele Danmark A/S the obligation to purchase all of the shares of common stock of Hungarian Broadcasting owned by the Investment Fund from May 11, 1999 to June 25, 1999 and from May 15, 2002 to June 15, 2004, or in the event Hungarian Broadcasting starts activities outside the former Warsaw Pact countries in Central and Eastern Europe. The purchase price will be calculated to correspond to a return on The Investment Fund's purchase price of 10% per year, including compounded interest in case the shares are sold pursuant to the first instance above, or 12% per year, including compounded interest, in case the shares are sold pursuant to the second instance. In addition, from May 15, 2002 to June 15, 2004, The Investment Fund has the obligation to sell to Tele Danmark A/S and Tele Danmark A/S has the right to purchase all of the shares of common stock of Hungarian Broadcasting owned by The Investment Firm. The purchase price will be calculated to correspond to a return on The Investment Firm's purchase price of 12% per year, including compounded interest. LEVITZ FURNITURE: Seek Eighth Extension of Exclusivity ------------------------------------------------------ While telling Judge Walrath the they will file a plan of reorganization on or before July 7, 1999, the Debtors ask for an eighth extension of their exclusive periods during which to propose and solicit acceptances of a plan, in order to "facilitate negotiations and the ultimate emergence from Chapter 11." The Debtors stress that they desire to file a consensual plan of reorganization that has the support of the Creditors' Committee and certain significant holders of unsecured claims. The Debtors hint that the July 7 Plan may need some tinkering after it is filed to achieve their goal of taking a fully consensual plan through the disclosure statement approval and confirmation processes. The Debtors ask that their exclusive periods during which to file a plan of reorganization be extended until September 30, 1999. LEVITZ: Masullo Named VP Strategic Operations and Human Resources ----------------------------------------------------------------- Levitz Furniture Corporation announced the appointment of Nicholas S. Masullo to the new position of Vice President - Strategic Operations and Human Resources, effective immediately. LOEWEN: Further Discussions Pertaining to $200 Million DIP ---------------------------------------------------------- With the agreement of the Debtors, First Union and the Committee, a hearing seeking final approval of the DIP Financing Facility is adjourned to July 15, 1999. That adjournment will allow the parties to (i) further review and negotiate the financial covenants set forth in the DIP Credit Agreement; (ii) afford the Committee a reasonable opportunity to review the facts and circumstances of the Neweol Receivables Facility; and (iii) discuss a laundry list of provisions contained in the DIP Credit Agreement which the Committee believes are over-reaching and, in some cases, legally impermissible impositions and restrictions on the Court's legal and equitable powers. The Committee wants to be certain that the financial covenants contained in the DIP Credit Agreement are reasonable and attainable. They appear too tight to the Committee at first glance, and nothing would be worse in these cases than a default under the DIP Facility because of overly-restrictive financial covenants. PricewaterhouseCoopers attempted to meet with the Company to obtain a fuller understanding of the Debtors' financial projections, was referred to Wasserstein, but told that Wasserstein was too busy attending other high-level meetings. The Committee understands that the Company has, in fact, prepared "seasonally adjusted" projections and delivered those to First Union, calling the reasonability of the existing covenants into question. The Committee notes the management has an historical proclivity to say it is issuing conservative projections when, in retrospect, those projections turn out to be overly optimistic. The Committee is troubled by the Neweol Receivables Facility, observing that $48,000,000 is being drawn under the DIP Facility, thereby further encumbering the Debtors' assets, but paying an obligation of a non-Debtor entity. Neweol (Delaware), L.L.C., is a non-Debtor affiliate, established finance certain receivables of the Debtors' Operating Subsidiaries. Bank of Montreal (through its wholly-owned subsidiary Fairway Finance Corporation) is the lender under the Neweol Receivables Facility and the agent and largest lender under under $250,000,000 Prepetition Revolving Credit Agreement. Although borrowing under the DIP Facility may be a cheaper source of financing for the Neweol Receivables and a refinancing might be a good deal, the Committee wants to take a closer look at the bona fides of the Neweol Receivables Facility before BMo's prepetition claims are reduced and the Debtors pay the debts of a non-debtor entity. The Committee makes it clear that it does not object to the Debtors putting a DIP Facility in place; the Committee understands the need for a fresh source of liquidity. The Committee does, however, complain about a laundry list of over- reaching and legally impermissible provisions, including: (a) the proposed DIP Financing Order appears to place the DIP Lenders beyond the reach of the Bankruptcy Court and Sections 105, 506(c) and 726 of the Bankruptcy Code. The DIP Lender is not, the Committee says, "above the law" and it is improper to ask the Court to foreclose equitable remedies against the DIP Lenders. (b) the DIP Lenders should not have recourse to recoveries on account of avoidance actions brought by the Debtors' estates. Those recoveries are for the benefit of a debtor's unsecured creditors. (c) the Committee suggests that the Court should subject the fees of: * Morgan, Lewis & Bockius (Richard S. Toder, Esq., and Mark Lisco, Esq.), as counsel to First Union; * Mayer, Brown & Platt (Raniero D'Aversa, Esq.), as counsel to Bank of Montreal; * Ernst & Young, as accountants to Mayer, Brown & Platt; and * O'Melveny & Myers LLP (Peter Pantaleo, Esq., and Robert Winter, Esq.), as counsel to the Lending Syndicate; to a review for their reasonableness and benefit to the Debtors' estates. (d) the Carve-Out should be increased to provide for payment of up to CDN$2,500,000 of Canadian professional fees and US$10,000,000 for U.S. professional fees and the fees of the U.S. Trustee. Moreover, there should be no restriction on the availability of the Carve-Out to fund investigation of BMo's liens or other causes of action against BMo. State Street Bank and Trust Company, in its capacity as the successor Indenture Trustee for $1,450,000,000 of Notes issued by the Debtors, joins in the Committee's objections to the DIP Financing Facility and, going one step further, asks the Court to require First Union to forego (and if already paid, disgorge) any fees not expressly quantified in the Final Order approving the DIP Facility. Francis A. Monaco, Esq., of Walsh Monzack and Monaco and Eric Henzy, Esq., of Reid and Riege, P.C., serve as counsel to State Street in these cases. (Loewen Bankruptcy News Issue 4; Bankruptcy Creditors' Service Inc.) LOEWEN: Seeks Approval To Hire KPMG as Auditors and Accountants --------------------------------------------------------------- The debtor applies to employ KPMG, LLP, as independent auditors and as restructuring accountants. Nunc pro tunc to June 1, 1999, the Debtors ask the Court for authority to employ KPMG, LLP, a limited liability partnership organized under the laws of Ontario as their independent auditors. The Debtors relate that KPMG has served as Loewen's independent auditors since 1986. To terminate KPMG's service at this point would significantly impair the Debtors' ability to comply with its requirements to produce and timely file financial reports. David R. Gilliand leads the Loewen audit team from KPMG's Vancouver office. KPMG's professionals will provide services to the Debtors at their customary hourly rates: Position Hourly Rate -------- ----------- Partners/Managing Directors $285 - $490 Senior Managers $190 - $295 Managers $135 - $270 Other Staff Professionals $65 - $200 Nunc pro tunc to June 1, 19999, the Debtors ask the Court for authority to employ KPMG, Inc., as their Restructuring Accountants in these chapter 11 cases to: (a) advise the Debtors with respect to their preparation of schedules of assets and liabilities, statement of financial affairs, monthly operating reports and any other financial reports that may be requested by the Court, the U.S. Trustee or other parties; (b) advise the Debtors in connection with their preparations for, and participation in, any meetings with creditors' committees or other constituencies in these cases; (c) provide advice and assistance to the Debtors in connection with their preparation of pleadings filed in these cases and the preparation of any supporting information or schedules; (d) provide advice and assistance to the Debtors in connection with hearings before the Court in these cases, including advice in the preparation of appropriate evidence and the presentation of supporting testimony; (e) advise the Debtors with respect to their review of financial information needed in connection with the formulation and preparation of any plan or plans of reorganization in these cases and any related disclosure statements; (f) provide advice in tax planning matters and related tax advisory services; and (g) provide other related consulting and advisory services in connection with the Debtors' reorganization efforts. Peter D. Gibson will lead this engagement from KPMG's Vancouver office. Prior to the Petition Date, KPMG received a CDN$250,000 Retainer, of which an estimated CDN$70,000 remains. During the year prior to the Petition Date, the Debtors paid approximately $7,170,181 to KPMG. (Loewen Bankruptcy News Issue 4; Bankruptcy Creditors' Service Inc.) LOGAN SQUARE EAST: Purchased by The Fountains --------------------------------------------- The Fountains at Logan Square LLC, a subsidiary of Fountains Continuum of Care Inc., completed its acquisition of bankrupt Logan Square East yesterday, on schedule, according to a newswire report. Earlier this year the bankruptcy court approved the acquisition of the bankrupt luxury high-rise retirement community. The Fountains paid $26.6 million in cash for the community and assumed $30.6 million in liabilities. MEDIA LOGIC: Trustee's Motion To Convert Case To Chapter 7 ---------------------------------------------------------- The Chapter 11 Trustee in the case of Media Logic, Inc. reports that there are no assets in the estate with the exception of proceeds from the sale of assets to AxaFile, a promissory note given by AxaFile to the Chapter 11 Trustee, and an undetermined amount of preference claims. There is no reasonable likelihood of rehabilitation and further delay in conversion of the case will result in loss to or diminution of the estate. NEVADA BOB'S: Announces Intended Acquisitions --------------------------------------------- Lyle P. Edwards, President and CEO of Nevada Bob's Canada Inc. ("Nevada Bob's Canada"), Tom Russell, President of Nevada Bob's Pro Shop, Inc. ("Nevada Bob's Pro Shop"), and Marc Gunderson, President and CEO of GDH International, Inc. ("GDH") announced today that the parties are negotiating the acquisition of Nevada Bob's Pro Shop and GDH by Nevada Bob's Canada. Nevada Bob's Canada, Nevada Bob's Pro Shop, and GDH are currently negotiating a definitive agreement and expect to announce the signing of this agreement in the very near future. Nevada Bob's Pro Shop will address the definitive agreement in its proposed Plan of Reorganization and Disclosure Statement to be filed in the Nevada Division of the United States Bankruptcy Court. The closing of the transaction is subject to shareholder approval as well as the approval of the Bankruptcy Court and regulatory authorities, including the Toronto Stock Exchange. The transaction contemplates March Acquisition, Inc. ("MAI") being the sole owner of all of the stock of Nevada Bob's Pro Shop and the acquisition of MAI and GDH by Innovative Sports Solutions, Inc. ("ISS") through an exchange of stock. Under current negotiations, Nevada Bob's Canada proposes to acquire all of the stock of ISS through the issuance of stock and warrants. The definitive agreement provides that new directors representing the interests of the acquired companies would be added to the Board of Directors of Nevada Bob's Canada. In addition, the current management team of Nevada Bob's Canada would retain primary management responsibility for the combined company. Lyle P. Edwards, President and CEO of Nevada Bob's Canada, and Martin Bunting, COO and Executive Vice President of Nevada Bob's Canada, would continue in their current roles. The transaction will result In Nevada Bob's Canada becoming a world wide integrated golf company, owning the world wide rights to the "Nevada Bob's" name and franchise operations. In addition, Nevada Bob's Canada will add the Tourshot, Magnesport and Alien Sport brands to its product line. This transaction is part of Nevada Bob's commitment to grow its strong brand recognition and earning capacity. The Toronto Stock Exchange has neither approved or disapproved of the information contained herein. NEWCARE HEALTH: Chapter 11 Triggers Default ------------------------------------------- The June 23 chapter 11 filing of Newcare Health Corp. has forced one municipal bond issuer into default and may cause more missed payments, according to the trustee involved in the case, Bond Buyer reported. The disclosure of a default on a 1985 bond issued by the Tyler Health Facilities Development Corp. is one of eight Newcare-related bond issuers handled by trustee Sentinel Trust Co. of Nashville. D.N. Bates, president of Sentinel Trust, said "There may be a ripple effect, so I wouldn't be surprised if other corporate entities get pulled into this. There's a substantial number of related entities." Newcare's bankruptcy filing list 22 companies, partnerships and non-profit entities, the filing does not include a breakdown of the outstanding municipal debt those organizations backed. PAGE AMERICA: Bar Date Set For August 2, 1999 --------------------------------------------- The US Bankruptcy Court for the Southern District of New York entered an order providing that any holder of a claim against the debtors must file a written proof of such claim so it is received not later than 5:00 PM, August 2, 1999. PAGE AMERICA: Seeks Final Order Approving Stroock & Stroock ----------------------------------------------------------- The debtors, Page America Group, Inc., et al., debtors, seek an order authorizing them to retain Stroock & Stroock & Lavan LLP as general bankruptcy counsel to the debtors. The firm will provide the following services: Advise the debtors with respect to their rights, powers and duties as debtors in the continued management of their property until liquidation; Take legal steps needed to confirm the plan Assist the debtors in liquidating their estates; Prepare and file all necessary applications, motions, orders, reports, adversary proceedings, responses and other pleadings and documents; Appear in court to protect the interests of the debtors; Analyze claims and negotiations with creditors on behalf of the debtors Perform all other legal services for the debtors. The attorney with primary responsibility for this case is Robin E. Keller, at the hourly rate of $470. PAGE AMERICA: Summary of Plan ----------------------------- The pre-packaged Chapter 11 liquidating plan of reorganization of the debtors provides for the complete liquidation of the debtors and distribution of their remaining assets to creditors and shareholders. A hearing to consider the adequacy of the Disclosure Statement will be held on August 10, 1999 at 9:30 AM before the Honorable Jeffry H. Gallet, Room 523 One Bowling Green, NY. Treatment of each class is summarized as follows: Class 1 - Subordinated Note Claims - Voted to Accept the plan. Impaired Holders shall receive 70% of all amounts available after all other allowed claims are paid; and thereafter 50% of all assets available. Class 2 - General Unsecured Claims - Unimpaired. Holders will receive 100% of claims. Class 3 - Preferred Stock Interests - Impaired. Shall receive pro rata with the holders of subordinated notes, 21% of all amounts available for distribution after all non-Class 1 allowed claims have been paid, payable in cash to the extent available with the balance payable in shares of common stock of Metrocall, Inc. After payment of all claims, Class 3 holders shall receive 35% of any remaining assets available. Voted to accept plan. Class 4 - Common Stock Interests Impaired. Will receive 9% of all amounts available after Class 1 allowed claims are paid. After satisfaction of all claims, Class 4 holders shall receive 15% of any remaining assets. Deemed to Reject Plan. PARAGON TRADE: Committee Supports Terms of Investment ----------------------------------------------------- The Official Committee of Unsecured Creditors of Paragon Trade Brands, Inc. responds in support of the debtor's motion to approve expense reimbursement, termination fee and bidding procedures in connection with the proposed equity investment by Wellspring Capital Management LLC, dated June 11, 1999. The Committee states that in the aggregate, the expense reimbursement and potential termination fee are less than 1% of the debtor's enterprise value of $325 million, as contemplated by the Wellspring Proposal. The Committee states that the approval of the motion will further the efforts of all parties in interest to formulate a plan of reorganization for the debtor. RAINTREE HEALTHCARE: Will Not Make $1.3 Million Interest Payment ---------------------------------------------------------------- RainTree Healthcare Corporation (formerly Unison HealthCare Corporation) announced today that it will not make its $ 1.3 million interest payment due on July 1, 1999, on the Company's 11% Senior Secured Notes due 2003, which were issued as part of the Company's reorganization. The Company stated that the higher than expected administrative costs involved in bringing the Company out of bankruptcy, the costs of the Company's reorganization, and the negative impact that the bankruptcy has had on census at the Company's facilities have resulted in insufficient cash flow to make the payment at this time. RainTree has a 45-day grace period, which extends the deadline for making the interest payment to August 14, 1999. Michael A. Jeffries, president and chief executive officer of RainTree Healthcare said, "We regret the circumstances that have led to our not making this interest payment at this time. The costs associated with the bankruptcy and the reorganization have been greater than expected and have resulted in a cash shortage. In addition, the bankruptcy has had a negative impact on our census, and the Company has not had sufficient time to rebuild the census to the pre-bankruptcy level. We feel we have made significant progress in improving operations since our reorganization, but the timing of the interest payment has forced us to consider other options, including possible strategic combinations." RainTree Healthcare Corporation is a provider of quality long-term and specialty healthcare services. The Company provides a broad range of healthcare services including nursing care, rehabilitation therapy, pharmacy and other specialized services, primarily to subacute patients. The Company currently operates 37 skilled nursing facilities and four independent living facilities, representing 4,020 beds. READING CHINA: Seeks Approval of Sale ------------------------------------- Reading China and Glass, Inc. And RCGTM, Inc. seek entry of an order scheduling a hearing to approve the sale by Reading China and RCGTM of a certain parcel of nonresidential real property located in the Pencader Corporate Park, Parcel 27, commonly known as 100 Lake Drive, Newark, Delaware 19711, (an office and warehouse facility thereon) and three leases for retail space, tangible and intangible personal property to Jay R. Brinsfield, the debtors' primary shareholder , CEO of Reading China and Chairman of Reading China's Board of Directors for $3.33 million. A hearing will take place on July 21, 1999 at 3:00 PM. Competing bids must provide an offer of at least $3.5 million. Additional overbids must be in increments of $25,000. RENAISSANCE COSMETICS: Brings $29M At Auction As One Unit --------------------------------------------------------- Renaissance Cosmetics Inc. has been sold to a private investment partnership for $29 million after a boisterous auction in a hotel in Wilmington, Del., that went on for six hours, involved some 25 bidders and was attended by about 100 people. "We couldn't be more pleased," said Steven Victor of Development Specialists Inc., the turnaround firm brought in to manage Renaissance Cosmetics. "This [$29 million] is the mid-point of the range we had guessed at. It's certainly between the liquidation and operating valuations." The auction of the company was divided into seven components -- six individual parts and offered for sale as a whole. Most of the bids involved a part of the company, or combined parts of the company, but in the end, the winning bid was for the company in total. The buyer, Dimeling, Schreiber & Park, specializes in "opportunistic investments primarily in the form of leveraged acquisitions, recapitalizations and Chapter 11 reorganizations," according to the firm's web site. (The Daily Bankruptcy Review and ABI Copyright c July 2, 1999) TELEPAD CORP: Committee Taps Blank Rome Comisky & McCauley LLP -------------------------------------------------------------- The Official Committee of Unsecured Creditors applies to the court for an order authorizing the employment of Blank Rome Comisky & McCauley LLP as counsel for the Committee. The attorneys who will be working for the Committee charge hourly rates ranging from $180 per hour to $270 per hour. WEINER'S STORES: Announces Changes in Senior Management ------------------------------------------------------- Weiner's Stores Inc. (OTC BB:WEIR) announced that Jerome L. Feller, vice president and general merchandise manager, has announced he is leaving the Company to pursue other business interests. Joseph J. Kassa, vice president, marketing, sales promotion and real estate, will succeed Feller and was named senior vice president, general merchandise manager, said Herbert R. Douglas, chairman, president and chief executive officer of the Company. At this time, the Company has announced several other corporate promotions: Raymond J. Miller, vice president, chief financial officer has been promoted to executive vice president, chief operating officer and chief financial officer. James L. Berens, vice president, stores has been promoted to senior vice president, stores & operations. Berens has been with the Company since 1996. Michael S. Marcus, controller and treasurer, has been promoted to vice president, controller and treasurer. Marcus has been with the Company since 1997. Michael Klaiman, divisional merchandise manager, shoes & bed bath etc., has been promoted to vice president, divisional merchandise manager, shoes & bed bath etc. Weiner's is a neighborhood family retailer that offers a complete assortment of branded products for value-conscious consumers. Currently, approximately 3,500 associates are employed at the 132 stores. WESTMORELAND COAL: Expects To Conduct Additional Tender Offer ------------------------------------------------------------- Westmoreland Coal Company (Amex: WLB, WLB_p) announced today that it expects to conduct an additional tender offer at $19 per depositary share for approximately 600,000 shares, the amount by which its tender offer earlier this year was oversubscribed. That tender offer was conducted pursuant to a settlement agreement entered into with the Official Committee of Equity Security Holders, the United Mine Workers of America ("UMWA"), and certain UMWA health benefit and pension plans that facilitated Westmoreland's dismissal from Chapter 11, but which limited the tender offer to $20 million (or 1,052,631 shares at $19 per share) and prohibited further distributions of any kind to shareholders through yesterday, June 30, 1999. Each depositary share represents one quarter of a share of the Company's Series A Convertible Exchangeable Preferred Stock. The schedule and details of the tender offer have not been finalized, but it is the Company's intention to commence the tender offer as soon as practicable. On June 30, the depositary shares closed at $18-1/4 per share. The Westmoreland Board considers resolution of issues related to future preferred stock dividends and accumulated but unpaid preferred dividends a priority in the continued revitalization of the Company. The oversubscription of the earlier tender offer indicates that depositary shareholders wished to tender a significant number of additional shares under the terms of that offer. The Company wants to accommodate this demand and believes that doing so benefits its other shareholders by reducing the overhang of existing accumulated but unpaid preferred dividends and future quarterly dividends on an attractive economic basis. Going forward, the Board will continue to review the payment of preferred dividends and accumulated but unpaid preferred dividends as it evaluates the business opportunities available to the Company. The Board's highest priority will continue to be increasing value for all shareholders. In light of these considerations, the additional tender offer is the only action the Company intends to take with respect to preferred dividends and accumulated but unpaid preferred dividends at this time, and it appears that in the near term most other available cash should be used for reinvestment rather than distributed in order to enhance the long-term value of the Company for all shareholders and maintain compliance with the Master Agreement. The tender offer will be in lieu of the resumption of preferred dividends or payment of accumulated but unpaid preferred dividends at this time. The Company is subject to continuing financial ratio tests, the payment of retiree health benefits and other obligations pursuant to the Master Agreement as well as to provisions of Delaware law applicable to a corporation's payment of dividends. The Company's obligations under the Master Agreement are secured by a declining balance contingent note through 2005 under the terms of that agreement. Westmoreland Coal Company, headquartered in Colorado Springs, Colorado, emerged from Chapter 11 on January 4, 1999 satisfying all debt obligations with interest and with its shareholders' interests undiluted. The Company is currently engaged in western coal mining through its 80% owned subsidiary Westmoreland Resources, Inc. and independent power production through its wholly-owned subsidiary Westmoreland Energy, Inc. The Company also holds a 20% interest in Dominion Terminal Associates, a coal shipping and terminal facility in Newport News, Virginia. WIRELESS ONE: Bar Date Set For July 23, 1999 -------------------------------------------- The US Bankruptcy Court for the District of Delaware entered an order setting July 23, 1999 as the general claims bar date in the Chapter 11 case of the debtor, Wireless One, Inc. BOND PRICING FOR WEEK OF JUNE 28, 1999 ====================================== Following are indicated prices for selected issues: Acme Metal 10 7/8 '07 11 - 13 (f) Amer Pad & Paper 13 '05 62 - 64 Asia Pulp & Paper 11 3/4 '05 78 - 79 Boston Chicken 7 3/4 '05 5 - 6 (f) E & S Holdings 10 3/8 '06 52 - 55 Geneva Steel 11 1/2 '01 21 - 22 (f) Globalstar 11 1/4 '04 67 - 69 Hechinger 9.45 '12 11 - 13 (f) Iridium 14 '05 19 - 21 Jitney-Jungle 10 3/8 '07 33 - 36 Loewen 7.20 '03 61 - 63 (f) Planet Hollywood 12 '05 20 - 23 (f) Samsonite 10 3/4 '08 80 - 82 Service Merchandise 9 '04 21 - 22 (f) Sterling Chemical 11 3/4 '06 76 - 78 Sun Healthcare 9 1/2 '07 17 - 20 (f) Sunbeam 0 '18 16 - 17 TWA 11 3/8 '06 61 - 63 Vencor 9 7/8 '05 30 - 32 (f) Zenith 6 1/4 '11 22 - 25 (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, Yvonne L. Metzler 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 * * *