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/raid1/www/Hosts/bankrupt/TCR_Public/990715.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 15, 1999, Vol. 3, No. 134 Headlines APPLIANCE RECYCLING: Offer To Sell Up To 1,130,000 Shares BRADLEES INC: Awad Asset Beneficial Owner Of 11.89% Of Shares BRE-X MINING: Brokerage Firms Dismissed From Suit BROTHERS GOURMET: Taps Carrigan, Chamber, Litigation Counsel CML GROUP: Wisconsin Public Pension Fund No Longer Owns CML Stock EATON: Still In Discussions To Sell Company EDISON BROTHERS: Court Approves Request To Employ Counsel EDISON BROTHERS: Court Approves Sale of Shoe Divisions FACTORY CARD: Opposes Additional Equity Committee FINE HOST: Files Termination Of Registration/Duty To Report FIRSTPLUS FINANCIAL: Committee Objects to Arthur Andersen FREEPORT MCMORAN: 11% Of Shares Resides With Investment Firm HECHINGER: Meeting of Creditors HVIDE MARINE: Private Offering Of Notes To Avoid Bankruptcy LANXIDE CORP: Seeks Authority To Sell Substantially All Assets LATTICE SEMICONDUCTOR: August 9th Scheduled For Annual Meeting LEVITZ FURNITURE: Seeks To Sell Tampa Warehouse For $3.65 Million MEDPARTNERS: Prevails in Court Over MedManagement Acqusitions MEDPARTNERS PROVIDER: Taps Milbank, Tweed NATIONAL HEALTH: Announces Asset Sale; Interim Financing Motion NU-KOTE: Lenders' Objections PARAGON TRADE: Outline of Principal Terms of Plan PCG CORP: Stipulation and Order Approving Settlement PITTSBURGH PENGUINS: Marino Withdraws Investment RAND ENERGY: Objections To Disclosure Statement RUSSELL CAVE: Deadline For Filing Proofs of Claim SIRENA APPAREL: Update on Suit SKYTELLER: Expects To Emerge Quickly TALK AMERICA INC: Seeks To Use, Sell or Lease Property TECHMEDIA COMPUTER: Files for Bankruptcy TELETRAC INC: Court Approves Stipulation Re: DIP Loans THORN APPLE: Excel Corp., Unit of Cargill, Enters The Bidding THORN APPLE: Notice of Motion For Order Approving Sale THREE D DEPARTMENTS: Appoints Responsible Officer THREE D DEPARTMENTS: Taps Non-Exclusive Investment Banker TRANSTEXAS: Seeks Approval to Reject Executory Contract UNITED COMPANIES: Messages On Yahoo! Finance Not Authorized WESTERN PACIFIC: Motion To Approve Employ of Valuation Expert ********** APPLIANCE RECYCLING: Offer To Sell Up To 1,130,000 Shares --------------------------------------------------------- Certain of Appliance Recycling Centers of America's shareholders are offering to sell up to a maximum of 1,130,000 of their shares of the company's common stock under a prospectus dated July 9, 1999. Appliance Recycling will not receive any of the proceeds from the sale of these shares to the public. There is no fixed period of time during which these shares may be offered or sold by the selling shareholders. The selling shareholders have told Appliance Recycling that sales of their shares of common stock being offered under the prospectus may be made at various times in the over-the-counter market, through negotiated transactions or otherwise, at market prices prevailing at the time of sale or at privately negotiated prices. The common stock is not traded on any exchange, however, it is traded on the OTC Bulletin Board under the symbol ARCI. On July 8, 1999, the last sale price of the common stock as reported was $.59 per share. Appliance Recycling provides a comprehensive range of services for the large-scale collection, resale and recycling of major household appliances in an environmentally sound manner. It generates revenues from two main sources: the retail sale of appliances and the recycling of appliances. A full-text copy of the prospectus may be found on the Internet at http://www.sec.gov/cgi-bin/srch-edgar?0000897101-99-000694 free of charge. BRADLEES INC: Awad Asset Beneficial Owner Of 11.89% Of Shares ------------------------------------------------------------- 11.89% of the common stock of Bradlees Inc., represented by 1,152,915 shares, as of June 30, 1999, was beneficially owned by Awad Asset Management, Inc., an investment advisor firm. Awad Asset Management, Inc. held sole voting and dispositive power over the shares mentioned. BRE-X MINING: Brokerage Firms Dismissed From Suit ------------------------------------------------- A U.S. federal court on Tuesday dismissed brokerage firms Lehman Brothers, J.P. Morgan, Nesbitt Burnsand four other companies as defendants in a class-action lawsuit brought by shareholders in the failed Bre-X gold mining venture. U.S. District Judge David Folsom let stand the main lawsuit against Canada's bankrupt Bre-X Minerals Ltd. but ruled the plaintiffs had not been specific enough in filing fraud claims against the brokerages and others. The suit was filed in the wake of the spectacular collapse of Bre-X in 1997 after it revealed it had faked a gold find in Busang, Indonesia that had been touted as the biggest of the century. Shareholders are seeking damages for up to $2 billion in the main lawsuit against Bre-X and holding company Bresea as well as eight former Bre-X officers. The judge ruled in response to motions from the seven outside companies, who asked to be dismissed from the suit before it comes to trial in June 200O. Bre-X's share price plunged from heights of $250 Canadian dollars to 2-1/2 Canadian cents. Bre-X's chief geologist Michael de Guzman died mysteriously as the scandal unfolded, falling out of a helicopter, and Bre-X Chief Executive David Walsh died in June 1998 after suffering a stroke in the Bahamas. As part of the class-action lawsuit, shareholders alleged that Lehman, J.P. Morgan and Canada's Nesbitt Burns knew there were questions about the validity of Bre-X's claims but that they helped hype the company's stock for their financial gain. "In many instances, however, the plaintiffs have failed to make these allegations with the required level of particularity," Judge Folsom found. The judge's ruling also dismissed from the lawsuit Canadian gold producer Barrick Gold Corp. and engineering and construction group SNC-Lavalin Group Inc. and its subsidiary mineral testing and mine engineering companies P.T. Kilborn Pakar Rekayasa and Kilborn Engineering Pacific Ltd. The ruling allows the plaintiff's 30 days to decide whether to replead, or bring in new arguments to support their claims against the brokerages and other companies. "Judge Folsom's order is very long and detailed and we're going to study it very carefully and decided where to go from here," Paul Yetter, lead attorney for the shareholders, told Reuters. BROTHERS GOURMET: Taps Carrigan, Chamber, Litigation Counsel ------------------------------------------------------------ The debtor, Brothers Gourmet Coffees, Inc. seeks entry of an order authorizing the employment and retention of Carrigan, Chambers, Dansky & Zonies, PC as special litigation counsel in connection with the Royal Palm Action and the Foster Brothers Action, both of which have been handled by Patrick F. Carrigan,a partner of the firm of Brownstein, Hyatt, Farber & Strickland, PC, and who is now a partner with the firm of Carrigan, Chambers, Dansky & Zonies, PC. CML GROUP: Wisconsin Public Pension Fund No Longer Owns CML Stock ----------------------------------------------------------------- The State of Wisconsin Investment Board, acting on behalf of the Public Pension Fund, has advised the SEC that it no longer holds common stock of CML Group Inc. EATON: Still In Discussions To Sell Company ------------------------------------------- Beleaguered Canadian retailer T. Eaton Co. Ltd. said Tuesday it was still in discussions to sell the company or some of its stores but that there was no guarantee a deal would result from the talks. The 130-year-old department-store chain, Canada's oldest and still one of its biggest, put itself on the market in May and since then has been rumored to be in talks with a host of possible buyers. "They're just trying to throw water on the fire," said analyst Philip Benson of First Associates. "I think we'll see something in 48 to 72 hours." Front-runners are said to be Sears Canada Inc. and Cincinnati- based Federated Department Stores Inc. , owner of Bloomingdale's and Macy's, which would take about 12 prime Eaton's locations in urban areas, including the flagship store in downtown Toronto. All told, analysts said, there is interest in only 20-25 of the 61 Eaton's stores that will remain after the scheduled closing of five stores next spring. Both Federated and Eaton's declined comment Tuesday. Sears did not return calls by mid-afternoon. Eaton's is rumored to be in discussions on a deal involving three players, Sears, Federated and a bridge financier or liquidator, which would dispose of unwanted inventory. If all three are present, it would clear the way for Eaton's to approach the courts to file for bankruptcy protection to satisfy its creditors and break out of leases on unwanted stores, which one analyst called "the sticking point." "I heard the two deals are on the table, which means the Sears and Federated deal," said retail industry advisor Albert Plant. The next step, seeking bankruptcy protection, is likely being held up by the absence of that third party, Plant said. Reports had said Boston-based Gordon Brothers would liquidate Eaton's inventory as part of the deal but the company denied that report Tuesday. Another candidate, liquidator Hilco/Great American Group, which liquidated the Woolco chain in 1994, also said it was not involved. "It's not a complete deal, the courts won't touch it," Plant added. " But another industry source said late Tuesday that Gordon Brothers was still at the table. "The financial player is going to get stuck with the shit that nobody wants so they're obviously going to lowball that value and that's where a lot of the swing value for the Eaton's shareholders is. Clearly that's where things are going to get down to the wire," the source said. "Deals like this are incredibly complicated, there's probably a whole page of issues." Analysts agreed time was running out as potential buyers would need to be in place and operational in time for Christmas. "Suppliers are getting nervous, they've got to be unsure what to do. We're running out of time to ready for Christmas. If there's going to be a deal, it's got to be fairly soon," Jamie Spreng of Montreal-based Groome Capital said. Eaton's shares closed 20 Canadian cents lower at C$3.15 on the Toronto Stock Exchange Tuesday. ($1-$1.48 Canadian) EDISON BROTHERS: Court Approves Request To Employ Counsel --------------------------------------------------------- The Court granted the Debtors request to employ the law firm of Armstrong Teasdale as special counsel. The Debtors say they selected Armstrong because it has considerable familiarity and experience with the matters for which the application is filed, "as attorney in the firm were handling these matters at the time of the commencement of the present chapter 11 proceedings." The Debtors say Armstrong Teasdale will be employed for the following designated matters: 1. general leasing matters 2. matters related to the disposition of leases 3. matters related to the disposition of certain Missouri real estate assets 4. other real estate matters that may arise from time to time. The following billing rates will be charged for the attorneys: Michael Chivell $245 Joseph Hipskind $150 Steven Pozaric $120 Michael Wazlawek $120 Paraprofessionals of the firm are billed at the rate of $90 per hour. EDISON BROTHERS: Court Approves Sale of Shoe Divisions ------------------------------------------------------ The Court approved the Debtors' Asset Purchase Agreement with Novus Inc., to sell, outside the ordinary course of business, substantially all of the assets of their Bakers and Wild Pair shoe divisions in Puerto Rico. Under the Asset Purchase Agreement, the Debtors will receive $7,200,000 subject to adjustments at Closing based upon changes in projected inventory levels and other conditions. The assets of the Debtors to be transferred include the following assets associated with the Bakers/Wild Pair Businesses: 1. Leases and contracts -- the Debtors right, title and interest as lessee under lease agreements and as lessee under those equipment, personal property, and intangible property leases, rental agreements, licenses, contracts, agreements and other similar arrangements. 2. Improvements - any improvements and fixtures located on the real property 3. Personal Property - all of those items of furniture, equipment and tangible personal property owned by the Debtors and used in the operation of their businesses 4. Intangible Property - all intangible personal property owned or held by the Debtors and used in connection with the Business such as trademarks, service marks, and trade names 5. Inventory - all supplies, goods, inventory, and stock in trade owned by Sellers exclusively for use or sale in the ordinary course of the business The following assets are excluded under the Asset Purchase Agreement: 1. all cash or cash equivalents 2. inventory transferred or used by the Debtors in the ordinary course of business prior to the closing date 3. any lease, rental agreement, contract, license or similar arrangement terminated or expired prior to the Closing Date 4. all preference or avoidance claims and actions of the Debtors 5. insurance proceeds, claims, and causes of action with respect to or arising in connection with any contract which is not expressly intended to be assigned to the buyer at the closing or any item of tangible or intangible property not expressly intended to acquired by the buyer. (Edison Brothers Bankruptcy News - Issue 31; Bankruptcy Creditors' Services, Inc.) FACTORY CARD: Opposes Additional Equity Committee ------------------------------------------------- The debtors, Factory Card Outlet Corp. and Factory Card Outlet of America Ltd. say that the appointment of an additional committee is not necessary in these Chapter 11 cases because the stockholders are adequately represented. The debtors say that there are only 112 record holders of common stock, and that the capital structure is simple. The pre-petition debts and liabilities are substantially all unsecured, consist primarily of trade and expense payables and are estimated to aggregate approximately $40 million. Factory Card has only one issue of outstanding equity, consisting of shares of one class of common stock. The debtors have formulated a plan, and are in negotiations with the creditors' committee. The debtors claim that both Ronald Chez and Allstate Insurance, the proponents of the motion to appoint the Equity Committee are both sophisticated venture capitalists and have the means to participate in the case without the appointment of such a committee. FINE HOST: Files Termination Of Registration/Duty To Report ----------------------------------------------------------- Fine Host Corporation has filed, with the SEC, a certification and notice of termination of registration and/or suspension of duty to file reports, in compliance with cited sections of the Securities and Exchange Act of 1934. FIRSTPLUS FINANCIAL: Committee Objects to Arthur Andersen --------------------------------------------------------- The Official Unsecured Creditors' Committee of FirstPlus Financial Inc. files an objection to the application of the debtors to employ Arthur Andersen LLP as financial advisors for the debtors. The Committee objects to the application because it asserts that the application is incomplete and inadequate with respect to the disclosures by Arthur Andersen LLP as to their disinteredness and their potential conflicts in this case. The Committee also objets to Andersen's attempt to limit its liability in the event it commits gross negligence, willful misconduct, negligence, breach of contract or other causes of action, while providing professional services. FREEPORT MCMORAN: 11% Of Shares Resides With Investment Firm ------------------------------------------------------------ As a result of acting as investment adviser to various investment companies, Capital Research and Management Company is deemed to be the beneficial owner of 10,875,000 shares, or 11.0%, of the 98,717,000 shares of Class B common stock of Freeport McMoran Copper & Gold believed to be outstanding. The investment firm has acquired the shares in the ordinary course of business and the shares were not acquired for the purpose of, and do not have the effect of, changing or influencing the control of Freeport McMoran. HECHINGER: Meeting of Creditors ------------------------------- A meeting of creditors in the case of Hechinger Investment Company/Delaware, Inc. et al. will take place on August 6, 1999 at 3:00 PM, 844 King Street, Room 2313, Wilmington, Delaware 19801. Attorney for the debtor is Mark D. Collins, PO Box 551, Wilmington, DE. HVIDE MARINE: Private Offering Of Notes To Avoid Bankruptcy ----------------------------------------------------------- HMI Finance Co., a limited-purpose corporation, intends to make a private offering of First Priority Senior Secured Notes due 2004 and Second Priority Senior Secured Discount Notes due 2004. If the offering is successfully completed, HMI will use the proceeds to purchase Hvide's outstanding indebtedness under its bank credit facility, which will be amended to reflect generally the terms of such notes. The following discussion summarizes the events leading to the offering, the purpose of the offering and other matters. The private offering is intended to reduce the company's near- term cash requirements. It is anticipated that the notes to be issued in the offering will require no amortization of principal, and that interest on a portion of the notes will not be payable for a period of three years. Because the amended credit facility will reflect these terms of the notes, Hvide will no longer be required to make quarterly payments of principal under the term loan portion of the credit facility and will not be required for three years to make cash payments of interest on a portion of the indebtedness outstanding under such facility. The company estimates that this will result in a reduction of its cash payments of principal and interest of $45.5 million for the nine months ending December 31, 1999 and $43.1 million for 2000. There is no assurance that the offering will be successfully completed, and if successfully completed, that the offering will be sufficient to satisfy Hvide's near-term cash needs. Because of this, Hvide indicates it will continue to pursue the plan it initiated in the fourth quarter of 1998 to improve its liquidity. That plan includes: selling six vessels and three vessels under construction for estimated gross cash proceeds of $17.4 million (and a $9.2 million reduction in future vessel construction payment obligations), which sales are anticipated to be completed by the end of July 1999, provided that all conditions to such sales have been satisfied; identifying other vessels that may be sold for cash; curtailing or deferring certain capital expenditures such as drydocking (consistent with safety and operational considerations); seeking to cancel construction of three new vessels; reducing operating and overhead expenses through the implementation of salary reductions, a hiring freeze and selected layoffs; strengthening efforts to collect receivables; and electing to defer interest payments under the company's Trust Preferred Securities. The company is also seeking additional means of financing and is undertaking discussions in that regard. Hvide Marine believes that the amendments to its bank credit facility contemplated by the private offering, together with the plan outlined above, will better position it to meet its near- term cash requirements. However, because various factors, including conditions in the offshore energy support industry, general economic conditions and the cooperation of third parties, are beyond the company's control, there can be no assurance that these measures will succeed in remedying the company's lack of liquidity. If Hvide is unable to meet its cash requirements, it will likely be required to seek protection from its creditors under applicable bankruptcy laws. LANXIDE CORP: Seeks Authority To Sell Substantially All Assets -------------------------------------------------------------- The Chapter 7 Trustee of the debtor, Lanxide Corporation, seeks court authority to sell substantially all of its assets to METEK Metallverarbeitungsgesellschaft mbH and/or one or more of its subsidiaries, affiliates or assignees; approve bidding procedures and scheduling a hearing to consider final approval of the sale. The agreement provides that, as consideration for the assets, the purchaser will pay to the Trustee cash in the amount of $2 million. The hearing on the proposed sale is set for July 29, 1999. Better and higher bids will be considered providing cash consideration of at least $300,000 greater than the purchase price. LATTICE SEMICONDUCTOR: August 9th Scheduled For Annual Meeting -------------------------------------------------------------- The annual meeting of stockholders of Lattice Semiconductor Corporation will be held at the Embassy Suites Hotel, 9000 SW Washington Square Road, Tigard, Oregon 97223, on Monday, August 9, 1999, at 1:00 p.m., Pacific Time. Stockholders will meet to elect two Class I directors to serve a term of three years or until their successors are elected; to ratify the appointment of PricewaterhouseCoopers LLP as independent accountants of the company for the fiscal year ending April 1, 2000; and to transact any other business that properly arises. The foregoing items of business are more fully described in the Proxy Statement sent stockholders. Only stockholders of record at the close of business on June 17, 1999 are entitled to notice of and to vote at the meeting. The meeting is subject to adjournment from time to time as the stockholders present in person or by proxy may determine. LEVITZ FURNITURE: Seeks To Sell Tampa Warehouse For $3.65 Million ----------------------------------------------------------------- In exchange for a $3,650,000 cash purchase price, the Debtors ask Judge Walrath to approve a sale of their former warehouse- showroom located at 3939 Gandy Boulevard in Tampa, Florida, to Five Sac Self-Storage Corporation. The Debtors are convinced, based on Grubb & Ellis Realty's marketing efforts, that this is an excellent deal for their Estates. Five Sac agrees to subject its offer to a competitive bidding process so the Debtors can be certain they are obtaining the highest and best price for the Property. The Debtors will conduct an auction on July 13, 1999. Any competing bid must start at $3,800,000 and bidding on the property will be in $100,000 increments. Additionally, the Debtors ask the Court for authority to pay G&E its 5% Broker Fee from the proceeds of the sale at the Closing. MEDPARTNERS: Prevails in Court Over MedManagement Acqusitions ------------------------------------------------------------- MedPartners Inc. Birmingham, Ala. announced yesterday that a judge denied a preliminary injunction sought by MedManagement Acquisitions Corp. (M.A.C.) to stop MedPartners'sale of physician practice management assets related to Mullikin Medical Group and Southern California Medical Corp. to KPC Acquisition Corp., according to a newswire report. The judge explained that his ruling was based on the "exclusive" letter of intent that had expired. MedPartners has received a letter from M.A.C., which will submit an overbid for the assets, but MedPartners is extremely skeptical that M.A.C. could submit a legitimate offer at this late date, considering its prior failure after months of due diligence and negotiations with MedPartners to confirm equity financing, establish a management team and finalize deal terms. MedPartners believes that the sale to KPC represents the best offer available for the assets and provides for a timely transition of the assets in a manner that will preserve continuity of patient care. (ABI 14-July-99) MEDPARTNERS PROVIDER: Taps Milbank, Tweed ----------------------------------------- MedPartners Provider Network, Inc., debtor, seeks entry of a court order authorizing the employment of the law firm of Milbank, Tweed, Hadley & McCloy as counsel to the debtor. Milbank will render the following legal services: Advise the debtor with respect to its rights and responsibilities as debtor; and advise the debtor with respect to its continued operation, Advise the debtor in the preparation of all necessary documents to be filed with the court and the Office of the US Trustee in connection with the Chapter 11 case; Advise the debtor in the negotiation formulation, drafting, acceptance confirmation and implementation of the Definitive Agreement and a plan of reorganization. Participate in any court proceedings and draft all necessary pleadings. Advise the debtor with respect to the use, sale or lease of its assets; Advise and represent the debtor with respect to the defense or settlement of claims or avoidance actions asserted against the debtor and its estate or to which the debtor is a party. NATIONAL HEALTH: Announces Asset Sale; Interim Financing Motion --------------------------------------------------------------- Yesterday National Health and Safety Corp. (NHS) of Warminster announced it has entered into an asset purchase agreement with MedSmart Healthcare Network Inc. of Dallas according to a newswire report. Under the agreement, MedSmart will purchase the POWERx division of NHS, which will expand its Internet and financial exposure and reduce its operating expenses by 80 percent. NHS will receive revenues equal to 20 percent of net revenues from the new POWERx. NHS has filed a motion in a bankruptcy court for financing up to $350,000 to enable it to continue its reorganization. NHS filed chapter 11 on July 1. (ABI 14-July-99) NU-KOTE: Lenders' Objections ---------------------------- NationsBank NA as agent of a group of banks, as Lenders, object to the application for authorization to employ and retain KPMG LLP as accountants for the debtors. The Lenders object to the hiring of KPMG due to the fact that the debtors have already engaged the accounting firm Lain Faulkner and the Lenders believe that it is premature to conduct an audit for the estates pending confirmation of the plans. PARAGON TRADE: Outline of Principal Terms of Plan ------------------------------------------------- The debtor, Paragon Trade Brands, Inc. filed an outline of principal terms of its Chapter 11 plan of reorganization. The proposed chapter 11 plan of reorganization is premised upon, among other things, a $100 million investment, subject to dilution and diminution pursuant to a Rights Offering, in Reorganized Paragon by Wellspring Capital Management LLC for 84.10% of the common stock of reorganized Paragon, Reorganized Paragon's issuance of $200 million of New Notes, subject to the Monetization and the Note Adjustment, the raising of New Financing, for Reorganized Paragon, and overbid/investor protection provisions and support of the plan by Paragon. Paragon may file a standalone Chapter 11 plan on or before the filing of the plan if practicable and seek confirmation of the standalone plan if Wellspring does not provide its commitment. PCG CORP: Stipulation and Order Approving Settlement ---------------------------------------------------- PCG Corp I, et al., f/k/a Plaid Clothing Group, Inc. et al. asserted that National Union Fire Insurance Company of Pittsburgh, Pa. together with subsidiaries and/or divisions of American International Group, Inc. is obligated to return certain money to PCG under the terms of the Insurance Program. National Union denies that assertion and they seek to compromise and resolve all disputes, subject to court approval. Pursuant to the terms of the stipulation National Union shall remit to Plaid the sum of $1,029,924. National Union will deposit the sum of $729,982 in an interest bearing account. National Union shall draw upon the account whenever a payment is required under the Insurance Program that exceeds the current loss payment, loss adjustment expense and claim reserve as established by previous agreement. PITTSBURGH PENGUINS: Marino Withdraws Investment ------------------------------------------------ Mario Lemieux has lost one investor already as he approaches a deadline on Friday to have $50 million to purchase the Pittsburgh Penguins, according to The Pittsburgh Post-Gazette. Current Penguins owner Roger Marino had pledged $2 million to Lemieux's bid, but recently backed out of his pledge. He did state, however, that he may reconsider if Lemieux has troubles acquiring the team. It has been reported that Marino has lost $50 million in the last two years he owned the team. (ABI 14-July-99) RAND ENERGY: Objections To Disclosure Statement ----------------------------------------------- Constitution State Service Company and Travelers Indemnity Company of Illinois, creditors of the debtor (pre-petition claim of over $900,000) object to the debtor's amended Disclosure Statement filed June 16, 1999. The creditors state that the Disclosure Statement should not be approved because it fails to disclose and does not contain adequate information to allow creditors to make an informed judgment about the plan. The creditors say that the Disclosure Statement fails to provide an adequate analysis of the assets available to pay each class of creditors and the value of such assets. The Disclosure Statement fails to provide an adequate analysis of the amount of claims in each class in order to allow creditors to make an informed judgment about the plan. The disclosure statement fails to estimate the Administrative claims or the percentage of recovery for creditors on their claims. It also fails to provide an estimate to creditors if the assets are liquidated. The Disclosures Statement fails to adequately describe or estimate the claims that the debtor may have against the third parties and how such claims will affect the distributions to creditors under the plan. The description of impaired classes is inconsistent with the plan's description of classes, and it fails to provide the identity and compensation for the President and director of the Reorganized Debtor. The disclosure statement fails to describe the motion by the Bazor Well Landowners for relief from the stay to pursue the debtor and others in state court for damages arising from the Bazor Well Blowout. RUSSELL CAVE: Deadline For Filing Proofs of Claim ------------------------------------------------- Russell Cave Company, formerly known as The J. Peterman Company announces that the Bankruptcy Court for the Eastern District of Kentucky, Lexington Division, entered an order setting August 16, 1999 as the deadline for filing proofs of claim against and proofs of equity security interests in the debtor arising prior to and/or existing as of the Petition Date. SIRENA APPAREL: Update on Suit ------------------------------ Counsel for Class Plaintiff, Barrack, Rodos & Bacine, issued the following: A class action has been commenced in the United States District Court for the Central District of California on behalf of all persons who purchased the common stock of The Sirena Apparel Group, Inc. (NASDAQ: SIRN and SIRNQ) ("Sirena" or the "Company") between November 12, 1998 and June 7, 1999, inclusive (the "Class Period"). The complaint charges Sirena and principal officers and directors, Newman, Gerhart and Arbetman, with violations of the Securities Exchange Act of 1934. The complaint alleges that beginning in November 1998, defendants made false and misleading statements about Sirena's operations and earnings. More particularly, plaintiff alleges that Sirena filed false financial statements for the 1st, 2nd and 3rd quarters of fiscal 1999. On June 7, 1999, Sirena announced that there were accounting irregularities at the Company and that Sirena would have to restate its financial results for the first three quarters of fiscal 1999. The Company announced it would be taking materials charges which would include the writedown of inventory and the writeoff of certain deferred expenses. The Company also announced the termination of defendants Newman and Gerhart, the CEO/Chairman and CFO, respectively. As a result of the false public statements and financials, Sirena stock traded as high as $ 9 during the class period. After the June 7, 1999 announcement, the stock fell to as low as $ 1.875 per share. Subsequently, Sirena filed a petition for bankruptcy and its stock is being delisted from the Nasdaq Stock Market. During the Class Period, but before the truth was revealed on June 7, 1999, defendant Arbetman, the President and Vice Chairman, sold 47,000 shares of Sirena stock (90% of his actual stock). The plaintiff seeks to recover damages on behalf of all purchasers of Sirena common stock during the Class Period. SKYTELLER: Expects To Emerge Quickly ------------------------------------ SkyTeller, L.L.C. ("SkyTeller") announced today that a Plan of Reorganization ("the plan") has been filed in the United States Bankruptcy Court for the District of Colorado. Under the plan being proposed jointly by Petitioning Creditors and First Data Corporation (NYSE: FDC), creditors are to be paid in full, with interest, and First Data is to assume full ownership of the reorganized company. A hearing date for Confirmation of the plan has been set for September 8, 1999. SkyTeller, a development stage company based in Englewood, Colorado, provides financial, payment and information management services to international travelers, the travel industry, and users of travel related data. SkyTeller was formed in 1997 by The International Monetary Exchange, Inc., a privately held corporation which in preceding years had conceived of SkyTeller, and First Data Corporation. The International Monetary Exchange, Inc., which currently owns 64 percent of SkyTeller, and First Data, which owns 36 percent, have been in negotiations regarding how best to address SkyTeller's capital needs. However, their discussions did not result in an agreement, and a group of unsecured creditors sought relief under Chapter 11 of the U.S. Bankruptcy Code. SkyTeller ("the company") also announced today that it has secured a post petition funding commitment, subject to Court approval, from First Data Corporation and certain First Data affiliates, and intends to operate its business as a debtor in possession. According to Kent T. Londre, president and chief operating officer of SkyTeller, "The Company views this as a means to an end, not an end to the Company. We remain optimistic regarding our prospects for launching an exciting set of value-added services for international travelers. We intend to focus on moving to an operational phase with SkyTeller In-Flight Services(R) this summer and SkyTeller Pre-Flight Services(SM) later in 1999. We expect SkyTeller will successfully emerge from Chapter 11 proceedings in the near future." SkyTeller is currently focused on two groups of services: SkyTeller In-Flight Services(R) now being tested by several international airlines, provides foreign currency exchange services to passengers onboard international aircraft. This allows passengers to purchase the currency they will need upon arrival or to convert foreign currency back to their home currency upon their return. The service is offered by the airlines as SkyTeller's representatives. Flight attendants operate an automated point of sale device (POS device) that performs the currency calculations for dispensing currency of the destination country and processing payments. The POS device calculates the foreign exchange rates and accepts multiple currencies, travelers cheques and credit cards for payment. The POS device also processes in-flight duty free purchases. SkyTeller Pre-Flight Services(SM) which offers foreign currency exchange services when international travelers book their flights, or anytime before their departure. The service is currently only available in the United States, but SkyTeller plans to expand the service. Foreign destination currency is charged to a credit card and delivered to the traveler's office, home or travel agent. Services are currently offered on a beta basis through selected travel agents using the computer facilities of a worldwide central reservation system. SkyTeller has distribution agreements with three leading global distribution systems. TALK AMERICA INC: Seeks To Use, Sell or Lease Property ------------------------------------------------------ Talk America, Inc. seeks a court order to authorize the debtor to license InGenius, Inc. to use and broadcast certain radio spot and print advertisements owned by the debtor and to sell certain inventory owned by the debtor to InGenious. Under the terms of a Marketing Agreement, the debtor would be entitled to receive a royalty payment equal to 2.5% of InGenius' adjusted gross revenue from sales of a product called "Reading Genius" to certain customers who respond to the advertisements. Under the terms of the marketing agreement the debtor also proposes to sell 1,505 units of Reading Genius and 1,188 units of a product called Mental Rehearsals. The purchase price is $18,263. TECHMEDIA COMPUTER: Files for Bankruptcy ---------------------------------------- Techmedia Computer Systems, Garden Grove, Calif., and founder Andrew Park, filed chapter 7 last week, according to The Orange County Register. Park, who owns three other companies, said he filed to "preserve what they could for the creditors as a whole." In 1997 the company had revenues of $160 million, but a courtroom fight with Tae II Media Co. (a South Korean supplier) started its downfall. Last month an Orange County judge ordered the headquarters building be sold and Park to sell his Laguna Niguel mansion to pay the Tae II judgement. It is not yet known how much Park and his companies owe. (ABI 14-July-99) TELETRAC INC: Court Approves Stipulation Re: DIP Loans ------------------------------------------------------ The US Bankruptcy Court for the District of Delaware entered an order approving the stipulation of the debtor and lender to make working capital loans to the debtor, but such loans shall in no event exceed $1 million. The DIP loans shall bear interest at a rate of 10% per annum. By separate order the court approved that certain Asset Purchase and Option Agreement by and between the debtor and Ituran USA, Inc., Buyer. THORN APPLE: Excel Corp., Unit of Cargill, Enters The Bidding ------------------------------------------------------------- Excel Corp., a unit of Cargill Inc., said Monday that it entered the bidding for Thorn Apple Valley Inc., a Southfield, Mich.- based meat packer that agreed last month to be acquired by IBP Inc. for $112 million. Wichita, Kan.-based Excel's $114 million offer is substantially similar to a previous offer made by IBP, based in Dakota City, Neb. In March, Thorn Apple Valley filed for protection from creditors under Chapter 11 of the U.S. Bankruptcy Code. Excel and IBP are also meat packers. Cargill, a commodities-processing and financial-services giant, is based in Minneapolis. THORN APPLE: Notice of Motion For Order Approving Sale ------------------------------------------------------ Thorn Apple Valley, Inc., et al., debtors, filed a notice of motion for order approving the private sale of substantially all of their assets to IBP Inc. or its subsidiary for $112.2 million. THREE D DEPARTMENTS: Appoints Responsible Officer ------------------------------------------------- Ivan L. Friedman, president of New York-based Retail Consulting Services, was recently installed by Three D Departments Inc., its unsecured creditors'committee and Foothill Capital Corp., and appointed by the Bankruptcy Court for the Central District of California as responsible officer of Three D Departments for the express purpose of either marketing the company in whole or in part, or to conduct liquidation sales of its inventory, leases and other assets, the company announced. Three D Departments, a national home furnishing chain which filed chapter 11 last July, retained Retail Consulting Services last summer as financial and real estate consultants. Last month, the unsecured creditors' committee filed a motion for the appointment of a chapter 11 trustee, and then subsequently amended the motion to request appointment of a responsible officer. The committee, the debt and the lender all requested that Friedman be appointed the responsible officer. (ABI 14-July-99) THREE D DEPARTMENTS: Taps Non-Exclusive Investment Banker --------------------------------------------------------- The debtor, Three D Departments, Inc. seeks authority to employ Avalon Group, Ltd. as its non-exclusive investment banker. Avalon will render professional services to the debtor with respect to a private financing, which is intended to be a private placement financing for the debtor or a newly formed entity that includes the operating assets of the debtor. The transaction might take the form of a joint venture with the debtor. The firm will introduce the debtor to various entities who may be interested in the transaction; distribute and present the company's confidential information to entities who may be interested in the transaction; assist in evaluating proposals which are received regarding the transaction; and assist in structuring, negotiating and closing the transaction. A retainer in the amount of $25,000 is provided, and may be credited against successful transaction fees in excess of $100,000 on the basis of a credit of one dollar, up to a maximum of the retainer fee paid, for every two additional dollars earned. TRANSTEXAS: Seeks Approval to Reject Executory Contract ------------------------------------------------------- The debtors, TransTexas Gas Corp. et al. seeks authorization to reject an executory contract between TransTexas Gas Corporation and Koch Energy Trading, Inc. The debtor alleges that the agreement should be rejected as it is not a competitive price, and the continued sale of TransTexas' gas at this contract price adversely affects TransTexas' cash flow and profits. UNITED COMPANIES: Messages On Yahoo! Finance Not Authorized -------------------------------------------------------------- United Companies Financial Corporation (OTC:UCFNQ) advised that the messages that have been posted on the Yahoo! Finance message board, including without limitation, the message posted under the name "uchumanresources" on July 2, 1999, are not messages from United Companies Financial Corporation, and "uchumanresources" is not authorized to speak on behalf of United Companies Financial Corporation or United Companies Lending Corporation. One of the messages from "uchumanresources" provided misinformation as to the means by which shareholders of United Companies Financial Corporation may obtain copies of the schedules that were filed on June 30, 1999, by it and its subsidiaries which are debtors in possession in the Bankruptcy Court in which their consolidated Chapter 11 reorganization case is pending. Copies are not available through Nicole Archie, secretary to Judge Walrath, and it is improper to contact Ms. Archie for copies or for any other information concerning the case. Shareholders may review the schedules at the Bankruptcy Court in Wilmington, Delaware. Alternatively, they may obtain a copy, at their own expense, through the IKON copy service in Wilmington, Delaware, which may be contacted by telephone at (302)777-4500. Shareholders desiring additional information about the schedules or the case should contact the Official Committee of Equity Security Holders. In a press release issued by United Companies on May 4, 1999, the Company expressed concern regarding what it believes to be material misstatements and omissions in many of the anonymous and signed communications concerning the Company, its business and affairs, and its management that have appeared in various Internet "Message Boards," including Yahoo! Finance. The Company again advises stockholders and others in the investment community that the Company's policy is not to respond to the specifics of any such communications, but the Company believes that it is appropriate under the circumstances to caution its stockholders and others in the investment community regarding any reliance that may be placed on such communications. United Companies which services non-traditional consumer loan products has been in a Chapter 11 reorganization since March 1, 1999. WESTERN PACIFIC: Motion To Approve Employ of Valuation Expert ------------------------------------------------------------- Jeffrey A. Weinman, as Chapter 7 Bankruptcy Trustee for Western Pacific Airlines, Inc. applies to the court for authorization to employ Mitchell S. Hoffman of SKB Business Services, Inc. as valuation expert to perform a solvency/insolvency analysis of debtor Western Pacific Airlines, Inc. for the period leading up to Western Pacific's bankruptcy. Hoffman charges $200 per hour and believes based on a preliminary review indicates that the process will cost a total of $70,000. ********** 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. 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