/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/991005.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, October 5, 1999, Vol. 3, No. 192 Headlines AMERICAN RICE: Operating Report For August, 1999 AZTECH NEW MEDIA: Files Creditor Proposal CROWN BOOKS: Seeks Order Approving Settlement CROWN BOOKS: Leases/Contracts To Be Rejected DAEWOO GROUP: S. Korean Government Urges Quick Unload of Assets DEVLIEG BULLARD: Order Authorizes Argus Management Corp FILENE'S BASEMENT: Nasdaq To Delist Company's Securities GOSS GRAPHIC: Committee Seeks To Retain Chanin and Co HARVARD INDUSTRIES: Completes Sale of Kingston-Warren HVIDE MARINE: Files Reorganization Plan INTERNATIONAL WALLCOVERINGS: Files for Bankruptcy Protection PHILIP SERVICES: Not Required To Solicit Stockholders' Votes POCKET COMMUNICATIONS: National Telecom Requests Hearing PRICHARD, ALA: May Declare Bankruptcy SCOOP INC: Announces Confirmation Of Plan of Reorganization SGL CARBON: Reaches Further Settlement With Civil Plaintiffs SIGMA ACQUISITION: President Pleads Guilty to Bankruptcy Fraud SOUTHEAST COMMUNITY: Arizona Firm Makes Offer SOUTHERN MINERAL: Payment Date Extended; Delayed Interest Payment SYSTEMSOFT: Committee Objects To Compromise TRANSTEXAS GAS: Objections To Joint Disclosure Statement VENCOR: Final Approval of $100 Million DIP WILLCOX & GIBBS: To Restructure Macpherson Subsidiaries WIRELESS ONE: Seeks Extension To Assume or Reject Leases Meetings, Conferences and Seminars ********* AMERICAN RICE: Operating Report For August, 1999 ------------------------------------------------ The debtor, American Rice Inc. reports total assets as of August 31, 1999 of $84.232 million. The company reports net income of $117,000, as opposed to a net loss for the previous eleven months. Revenues were $15.548 million for the month ending August 31, 1999. AZTECH NEW MEDIA: Files Creditor Proposal ----------------------------------------- Aztech New Media Corp., Toronto, filed a Creditor Proposal on Friday with a Canadian bankruptcy court under the Bankruptcy and Insolvency Act, according to a newswire report. The computer game software publisher anticipates a creditor meeting in mid-October. Unsecured creditors may be offered a combination of cash and notes payable out of future profits, depending on the amount of debt. Aztec President A. William Nicholls announced that EMJ Data Systems Ltd., a computer distribution company, has agreed to take a significant stake in Aztec, pending creditor and regulatory approval. Nicholls said, "EMJ is Canada's number one Apple computer and peripheral distributor and Aztec's Macintosh software compilations have been best sellers in the entertainment and games category."(ABI 04-Oct-99) CROWN BOOKS: Seeks Order Approving Settlement --------------------------------------------- Crown Books Corporation and its affiliated debtors seek entry of an order approving a settlement and compromise between and among the debtors, the Committee, the Richfood Entities and Lloyds of London. The terms of this revised Dart Settlement provide that Dart will waive and release any recovery on account of the Dart Claims and has agreed to the mutual termination of the headquarters lease in exchange for the debtors' agreement to release Dart, the Richfood Entities, Stevens, the D&O Carrier and each of these parties' officers, directors agents and employees. In exchange for the releases, the debtors will receive a payment in the aggregate amount of $1.3 million from Dart and the D&O Carrier. Dart will retain its potential subrogation claims with respect to any continued liability it may have for its guaranty of leases assumed by the debtors during the Chapter 11 cases. The debtors have determined that entering into the revised Dart Settlement is in the best interests of their estates and their creditors. Approval of the Revised Dart Settlement eliminates the risks and costs associated with litigation over these complex issues raised by the Dart Claims and the Complaint and, as well., provides the debtors with an additional $1 million over and above the $300,000 the debtors had bargained for under the terms of the original Dart Settlement. These amount will provide additional working capital for the reorganized debtor. Accordingly, the debtors state that the revised Dart Settlement represents a favorable resolution of this dispute from the he debtors' perspective, and the debtors believe that approval is in the best interests of their creditors. CROWN BOOKS: Leases/Contracts To Be Rejected -------------------------------------------- The debtors, Crown Books Corporation and its debtor affiliate are seeking court approval to reject the executory contracts and leases including employment contracts with Anna Currance and Steven Pate, and a lease to the premises located at Mount Prospect, IL. DAEWOO GROUP: S. Korean Government Urges Quick Unload of Assets -------------------------------------------------------------- SEOUL, South Korea (AP) -- A top government economic policy maker urged South Korea's troubled Daewoo Group on Saturday to accelerate selling off assets to improve its severe cash shortage. Economy and Finance Minister Kang Bong-kyun was the second senior government official to warn that if Daewoo does not move quickly to resolve its financial woes, it could drag down the entire economy. President Kim Dae-jung has urged the nation's bloated conglomerates to slim down. Other conglomerates have sold assets and refocused on profitability, but Daewoo has continued to expand. Daewoo has an estimated $50 billion in debt against $65 billion in total assets. It must unload most of its 40 subsidiaries to pay the debts, the government said. Daewoo, South Korea's second-largest conglomerate, narrowly escaped becoming South Korea's largest-ever bankruptcy early this week when creditors agreed to delay for six months repayment of $8.3 billion in short-term debt and to extend $3.3 billion in new loans. But doubts persisted over Daewoo's commitment and ability to unload the subsidiaries within six months. Korean stock prices plunged by 7.3 percent on Friday -- the third-largest drop in the stock market's history. Moving to contain the panic, Lee Hun-jai, head of the government's Financial Supervisory Commission, said Friday that credit banks will help Daewoo's restructuring by selling $8.42 billion of Daewoo stock and real estate the conglomerate put up as collateral. The sale of subsidiaries will also help Daewoo raise funds to improve the financial standing of its two main companies -- the flagship trading arm Daewoo Corp. and Daewoo Motors, the country's No. 2 car maker, the government said. Credit banks will begin converting unpaid loans into equity to lower Daewoo's debt and make the subsidiaries more attractive for sale, officials said. But Daewoo share owners and credit banks could suffer losses because some Daewoo subsidiaries will have to reduce their capital to make them more attractive for sale, Lee said. DEVLIEG BULLARD: Order Authorizes Argus Management Corp ------------------------------------------------------- The US Bankruptcy Court for the Northern District of Ohio entered an order authorizing the debtor, Devlieg-Bullard, Inc. to retain and employ Argus Management Corporation as Management Consultants. John Haggerty of Argus is authorized to assume the role of Interim CEO of debtor, with authority to operate and manage the debtor's business subject to the direction of the debtor's board of directors and pursuant to the terms of the Management Agreement. FILENE'S BASEMENT: Nasdaq To Delist Company's Securities -------------------------------------------------------- Filene's Basement Corp. (Nasdaq: BSMT) announced today that it has been notified by Nasdaq that Nasdaq had determined to delist the Company's securities from the Nasdaq National Market. This notification comes as a result of the Company's failure to meet certain maintenance criteria for continued designation as a Nasdaq National Market issuer in connection with its recent filing for protection under Chapter 11 of the U.S. Bankruptcy Code. The Company has requested an oral hearing to appeal Nasdaq's determination. No assurances can be given that the company will be successful in maintaining the listing for its securities on the Nasdaq National Market. If the Company is not successful, stockholders may be unable to dispose of their shares. Filene's Basement operates 49 traditional Filene's Basement stores and four Aisle 3 weekend warehouse stores, primarily in the Northeast and Midwest. Filene's Basement operates stores that offer focused, quality, branded assortments of men's and women's apparel, at prices generally 20-60% below department and specialty store regular prices. By year-end the Company will operate 32 Filene's Basement locations and 8 Aisle 3 stores. GOSS GRAPHIC: Committee Seeks To Retain Chanin and Co ----------------------------------------------------- The Official Committee of Unsecured Creditors of Goss Graphic Systems, Inc. seeks approval to retain Chainin and Company LLC as financial Advisors to the Committee. According to an engagement letter, Chanin was retained as the financial advisor to the Noteholders' Committee and was to be paid a fee of $100,000 per month through November 6, 1999 and thereafter $85,000 per month. HARVARD INDUSTRIES: Completes Sale of Kingston-Warren ----------------------------------------------------- Harvard Industries, Inc. (Nasdaq: HAVA) today announced the completion of its previously announced sale of substantially all the assets of its Kingston-Warren subsidiary to Hutchinson S.A. for the sum of $115 million in cash, subject to certain adjustments. The sale marks a critical phase of Harvard Industries' comprehensive reorganization program. Proceeds of the sale were used to pay off the Company's asset- based bank loans and senior secured notes. The Company has also put into place a new two-year $50 million revolving credit facility with General Electric Credit Corp., a facility that will be used for general corporate purposes and potential acquisitions. Based in Farmington Hills, Mich., Kingston-Warren produces single- and multi-durometer sealing products and systems. Fiscal 1999 revenues were approximately $119 million. "The proceeds from the sale of Kingston-Warren were used to pay off all the Company's long-term debt and revolving credit facility, thereby de- leveraging the Company's balance sheet and enhancing our capital structure," said Roger Pollazzi, Harvard Industries' chairman and CEO. "The remaining proceeds from the sale, along with a new credit facility, will be available to fund the Company's ongoing operations and short-term growth." "The recent restructuring of the Company, including the sale of unprofitable or non-core units as well as the elimination of the sources of historical operating losses, has enabled Harvard to generate operating income (excluding fresh start amortization) this year," said Pollazzi, who joined the Company during its bankruptcy period as chairman and CEO. "We are now in a position to use our new capital structure to grow internally while taking advantage of any opportunistic acquisition opportunities that would further diversify the Company's customer base." Given the competitive nature of the automotive industry, customer diversification is a vital element of short- and long-term corporate planning. The Company's main business strategy will be to focus on leveraging core competencies in the design and production of OEM automotive components. This will enable Harvard to make available a greater range of products and systems for existing OEM automotive customers while targeting new markets and customers in the non-automotive industrial sector and the automotive aftermarket. "Auto makers are finding new ways of building their products and they are looking at suppliers like Harvard who can support those new initiatives," Pollazzi said. "We are going to grow by taking advantage of the opportunities inherent in those changes." Part of the business strategy, he said, is to come together with companies that offer a strategic fit to augment Harvard's product line. "The 'right company' would likely involve a company that makes aftermarket products with high value added," Pollazzi said. "We are prepared to move quickly on companies that make good sense for us." Harvard has retained Lehman Brothers, Inc. to assist in identifying alternative acquisitions. Having recently completed a successful turnaround, Harvard's new management team is convinced that future success and profitability depend on the Company's ability to increase its activity in industrial and other manufacturing sectors while selectively increasing its share in existing markets. At the time that Harvard emerged from court protection in November 1998, the Company's customer mix was 95 percent automotive and 5 percent industrial. Pollazzi expects to change that mix to 60 percent automotive and 40 percent industrial over the next two years. The Company intends to produce products for the heavy truck and construction equipment markets as well as increase product lines for the automotive market. Harvard Industries designs, develops and manufactures a broad range of components for OEM manufacturers, the automotive aftermarket, aerospace and industrial and construction equipment applications worldwide. The Company employs approximately 3,000 employees at 10 plants in the United States and Canada. HVIDE MARINE: Files Reorganization Plan --------------------------------------- Hvide Marine Incorporated (HMARQ) today announced that it has filed a proposed Plan of Reorganization that, if confirmed, would deleverage its balance sheet, restore liquidity, and enhance the Company's competitive position in the marketplace. The Plan results from discussions with the Official Committee of Unsecured Creditors appointed in Hvide's Chapter 11 case, including representatives of the holders of approximately 63% of Hvide Marine's $300 million of 8 3/8% Senior Notes and nearly 50% of its outstanding Trust Convertible Preferred Securities. Under the Plan, holders of the Company's 8 3/8% Senior Notes would exchange their Senior Notes for 9,800,000 shares of common stock of the reorganized Hvide Marine, representing 98% of the new common equity; holders of the Trust Convertible Preferred Securities would receive 200,000 shares of common stock of the reorganized Hvide Marine, representing 2% of the new common equity, together with warrants to purchase an additional 125,000 shares; and holders of the Common Stock would receive warrants to purchase 125,000 shares of the common stock of the reorganized Hvide Marine. The warrants would be exercisable at $38.49 per share and would have a term of four years. Completion of the Plan is subject to various conditions, among them obtaining refinancing for the Company's bank borrowings, including those under the debtor-in-possession credit facility announced on September 9. To date, the Company has been unsuccessful in its efforts to refinance these borrowings, and there is no assurance that it will be able to do so in the future. Completion of the Plan is also subject to approval by the U.S. Bankruptcy Court. "The filing of our Plan of Reorganization represents an important step forward," commented Jean Fitzgerald, Chairman, President and CEO. "It will convert approximately $433 million of debt to equity, thereby reducing our liabilities by more than half and enabling us to go forward as a financially viable enterprise with a manageable debt load. It also represents an important vote of confidence on the part of our major creditors, whose support has enabled us to pursue this reorganization." The Court has scheduled a hearing for November 2 to consider approval of the proposed Disclosure Statement, filed along with the Plan of Reorganization. As previously announced, the Company filed a voluntary Chapter 11 petition on September 8 and obtained a $60 million debtor-in- possession (DIP) credit facility in order to continue normal operations throughout the restructuring period. The Company estimates that it will complete its restructuring and emerge from Chapter 11 in late 1999 or early 2000. With a fleet of 276 vessels, Hvide Marine is one of the world's leading providers of marine support and transportation services, primarily to the energy and chemical industries. The Company's three main businesses are offshore energy support (200 vessels), offshore and harbor towing (37 vessels), and petrochemical transportation (39 vessels). A copy of the proposed Plan of Reorganization and the related Disclosure Statement will be posted on Hvide's web site at www.hvide.com . INTERNATIONAL WALLCOVERINGS: Files for Bankruptcy Protection ------------------------------------------------------------ KPMG Inc., the court-appointed receiver and manager of International Wallcoverings Ltd., announced that it caused the company to make an assignment in bankruptcy last week, following the completion of the sale of its assets and business to International Wallcoverings Co. by the receiver on Aug. 30, according to a newswire report. KPMG said the primary purpose of the bankruptcy proceedings is to facilitate the distribution of sale proceeds to International Wallcovering Ltd.'s creditors, but the proceedings will not have an effect on the continuing operations and business of International Wallcoverings Co. (ABI 04-Oct-99) PHILIP SERVICES: Not Required To Solicit Stockholders' Votes ------------------------------------------------------------- The US Bankruptcy Court for the District of Delaware entered an order confirming that the debtors are not required to solicit the votes of the Common Stockholders to accept or reject the plan; that the stockholders are deemed to have rejected the plan. The debtors' Disclosure statement is approved as containing adequate information, the Class 8 claims and interests summary is approved. The Canadian Impaired Unsecured Creditor summary is approved, for transmission for informational purposes only to holders of Canadian Impaired Unsecured Claims. The confirmation hearing is set for November 3, 1999, 9:30 AM, US Bankruptcy Court, Marine Midland Plaza, 824 Market Street, Sixth Floor, Wilmington, Delaware 19801. POCKET COMMUNICATIONS: National Telecom Requests Hearing -------------------------------------------------------- National Telecom PCS, Inc. a creditor and party-in-interest in the Chapter 11 cases of Pocket Communications Inc. and its wholly owned subsidiary DCR PCS, Inc. seeks a hearing to determine the adequacy of NatTel's Disclosure Statement accompanying the second amended plan of reorganization for DCR proposed by NatTel. The plan calls for dismisssal of any and all pending adversary proceedings to which DCR is a party; the immediate auction to the highest qualified bidder of DCR's remaining PCS licenses; payment in full in cash of DCR's administrative , priority and non-Nat Tel general unsecured Claims; and payment in cash of DCR's Nat Tel-related claims. After consummation of the plan, DCR will be liquidated and dissolved. PRICHARD, ALA: May Declare Bankruptcy ------------------------------------- The city of Prichard, Ala., may file for bankruptcy protection, citing steep debt, according to a newswire report. Prichard Mayor Jesse Norwood wants to file, but some city council members argue that the city can borrow its way out of debt. The mayor said there is not enough revenue to make payments on a loan large enough to pay back the bills. The city has withheld paying state and federal income tax for months and has defaulted on pension plan payments. (ABI 04-Oct-99) SCOOP INC: Announces Confirmation Of Plan of Reorganization ----------------------------------------------------------- Oct. 1, 1999--Scoop, Inc., a Delaware corporation (OTC:SCPI)("Scoop") announced that, on Sept. 30, 1999, the United States Bankruptcy Court for the Central District of California confirmed Scoop's Chapter 11 Plan of Reorganization. The Plan provides for a business combination between Scoop and InfiniCom AB, a holding company formed under the laws of Sweden. InfiniCom will acquire a 91% interest in Scoop in exchange for InfiniCom's transfer to Scoop of 100% of the stock in 24STORE.com Limited and a cash consideration. Scoop anticipates that, pursuant to the Plan, Scoop's general unsecured creditors will obtain a recovery of in excess of 90% of their estimated allowed claims. Scoop's chief executive officer, Rand Bleimeister stated, "I am very pleased with the outcome of Scoop's reorganization. Scoop's creditors will obtain a very favorable recovery on their claims, and Scoop's shareholders will retain a very significant interest in the reorganized company. The reorganization process certainly worked in this case." Founded in 1990, Scoop was in the business of offering custom- designed reprints in hard copy format or HTML format for posting on the World Wide Web. Scoop's Scoop Information Services Division offered an internet-based information service, focusing on electronic delivery of information to individuals in companies. Scoop is represented in its Chapter 11 case by Robert E. Opera and Hamid R. Rafatjoo of the Irvine-based law firm of Lobel, Opera & Friedman LLP. Scoop's corporate and securities counsel are William J. Cernius and Scott Shean of the Costa Mesa office of Latham & Watkins. SGL CARBON: Reaches Further Settlement With Civil Plaintiffs ------------------------------------------------------------ SGL CARBON Corporation, the U.S. subsidiary of SGL CARBON AG (NYSE: SGG), has entered into settlement agreements with additional graphite electrode customers that have asserted antitrust claims against it. In total, SGL CARBON Corporation has now settled with more than 80% of its customer base over the relevant period (as measured by the dollar value of the claims). The largest claim still pending is the class action. The settlement agreements, which must be approved by the U.S. bankruptcy court overseeing the Chapter 11 case of SGL CARBON Corporation, release both SGL CARBON Corporation and SGL CARBON AG of all claims. SGL CARBON Corporation, headquartered in Charlotte, North Carolina, is engaged in the business of manufacturing, marketing and distributing carbon and graphite products, principally graphite electrodes and specialty graphite products. The Company has approximately 1,200 employees located in Charlotte and Morganton, North Carolina; St. Marys, Pennsylvania; Niagara Falls, New York; Ozark, Arkansas; Hickman, Kentucky; Dallas and Irving, Texas and Hillsboro, Oregon. Subsidiaries of the Company employ approximately 700 people, principally in Gardena and Valencia, California. SGL CARBON Corporation is a wholly owned subsidiary of SGL CARBON AG based in Wiesbaden, Germany. SIGMA ACQUISITION: President Pleads Guilty to Bankruptcy Fraud -------------------------------------------------------------- Michelle A. Pruyn, Medford, N.J., pleaded guilty Friday to concealing company income from her creditors, the U.S. Bankruptcy Court and the Internal Revenue (IRS), U.S. Attorney Faith S. Hochberg announced. Pruyn is the former president and owner of Sigma Acquisition Corp., Televid Media Buying Inc. and other New Jersey-based video production-related companies. Pruyn's sentencing is scheduled for Dec. 21; she faces a maximum of five years in prison and a $250,000 fine on each count. Pruyn filed chapter 7 on Feb. 5, 1996 and Friday admitted that she knowingly and fraudulently concealed assets worth at least $240,000 from the court and her creditors by filing to disclose on her petition the equitable interest she held in a Pennsauken, N.J., commercial building and the existence of an investment account held in the name of the Cogan Corp., to which she diverted a portion of the receipts of Sigma and the other companies she owned. The U.S. Attorney credited the staff of U.S. Trustee for the District of New Jersey Patricia A. Staiano, the Federal Bureau of Investigation and the IRS. (ABI 04-Oct-99) SOUTHEAST COMMUNITY: Arizona Firm Makes Offer --------------------------------------------- Doctors Community Healthcare Corp., Scottsdale, Ariz., has made a $24 million offer that may prevent Washington's Greater Southeast Community Hospital from being liquidated by a bankruptcy court order, The Washington Post reported today. The Arizona firm also owns Hadley Memorial Hospital, one of the smallest hospitals in the D.C. metropolitan area. Since May, the D.C. government has loaned, advanced or granted $8.5 million to the non-profit group that operates the hospital to keep it running while a plan for its reorganization and emergence from bankruptcy could be formalized. Last week Bankruptcy Judge S. Martin Teel gave the hospital a deadline of tomorrow to come up with the needed financing. An attorney for the hospital said that hospital officials have met or spoken with Doctors Community owner Paul R. Tufts and his financial supporters several times this year, and said "We have no reason to think this is any more real a deal than before." Greater Southeast board Chairman Virgil C. McDonald said there is another possible solution involving Daiwa Bank, a subsidiary of a Japanese bank, that wants to recover $12 million in loans to the hospital. Under this possibility, Daiwa would bankroll an $8 to $12 million turnaround plan that hospital consultants say would put the hospital on firm financial ground by spring. The city does not favor this proposal because it relies on a city guarantee to repay Daiwa if the turnaround plan fails. An official in D.C. Mayor Anthony A. Williams' administration said "The city cannot do that. The bottom line is...[Greater Southeast officials] see the city as a the deep pocket, but it's a private hospital." (ABI 04-Oct-99) SOUTHERN MINERAL: Payment Date Extended; Delayed Interest Payment ----------------------------------------------------------------- Southern Mineral Corporation (OTC Bulletin Board: SMIN) today announced the extension until October 8, 1999 of the maturity of the $2.9 million Tranche A obligation under its domestic credit facility. In addition, the Company announced an agreement to sell certain of its oil and gas interests in West Texas for approximately $1.8 million. The sale is subject to approval of the Company's Board of Directors and its domestic lenders and certain other conditions, including purchaser due diligence. Closing is expected to occur on or before October 28, 1999. The Company announced that it has defaulted on the scheduled October 1, 1999 interest payment on its 6.875% Convertible Subordinated Debentures due 2007 (the "Debentures"). According to the terms of the indenture governing the Debentures, the Company has a grace period of 30 days to cure its default. If the Company fails to cure the default within the 30 day period, such failure will give the holders of the Debentures the right to accelerate such indebtedness. On July 20, 1999, the Company filed a registration statement on Form S-4 with the Securities and Exchange Commission in connection with a proposed exchange offer and prepackaged plan of bankruptcy by the Company, which also contemplated an investment by EnCap Capital Fund III, L.P. ("EnCap") pursuant to a stock purchase agreement (the "Refinancing"). Based upon discussions with certain of the holders of its Debentures, the Board of Directors of the Company has concluded that the Refinancing cannot be consummated on the terms previously contemplated. Consequently, the Company is negotiating a termination of its stock purchase agreement with EnCap, though it continues to review refinancing alternatives with EnCap and others. In addition, following completion of its evaluation of strategic alternatives to maximize shareholder value, the Board of Directors has elected to terminate the services of CIBC World Markets Corp. as independent advisors. The Company is investigating numerous financing sources to restructure its domestic bank debt. The Company believes that it will be necessary to sell additional oil and gas assets or obtain additional borrowings from its current or new lenders to raise the funds necessary to meet the October 8, 1999 Tranche A principal payment and the October 30, 1999 interest payment on the Debentures. No assurance can be given that such transactions can be consummated. If the Company is unsuccessful in obtaining additional borrowings from its current or new lenders or selling additional oil and gas properties, the Company will consider all alternatives, including, but not limited to, further restructuring of its domestic credit facility, mergers with other entities, obtaining additional sources of financing or equity, further reductions in general and administrative costs and the filing of a petition to reorganize or liquidate under the Bankruptcy Code of the United States. Southern Mineral Corporation is an oil and gas acquisition, exploration and production company that owns interests in oil and gas properties located along the Texas Gulf Coast Canada and Ecuador. The Company's principal assets include interests in the Big Escambia Creek field in Alabama and the Pine Creek field in Alberta, Canada. The Company's common stock is quoted on the OTC Bulletin Board under the trading symbol "SMIN". SYSTEMSOFT: Committee Objects To Compromise ------------------------------------------- The Official Committee of Unsecured Creditors of Systemsoft Corp. objects to the debtor's motion for approval of stipulation of compromise, settlement and dismissal of securities claims. According to the Committee, the debtor seeks court approval to settle pre-petition securities fraud and violations suits brought by several shareholders against the debtor and certain of its current and former officers and directors. Among other things, the settlement provides $2.9 million to be paid to the plaintiffs by the insurance company that issued the D&O Liability Policy. The insurer will also pay "a portion of the costs and administration of the settlement." The debtor maintains that the settlement is in the best interests of the estate because it eliminates the plaintiffs' claims against the estate (approximated at $80 million) as well as the indemnification, contribution or reimbursement claims of the individual defendants. The Committee objects to the Settlement motion because the insurance policy and the proceeds thereof are property of the bankruptcy estate and should be administered in accordance with the Bankruptcy Code, and the Committee further objects to the settlement motion because the consideration offered for the release of claims, $3 million, is completely disproportionate in light of the fact that the Bankruptcy Code subordinates those very claims and, in this case, subordination is indistinguishable from release or discharge. TRANSTEXAS GAS: Objections To Joint Disclosure Statement -------------------------------------------------------- Both the mineral property owners and the Bondholders' Committee object to the Joint Disclosure Statement for the plan of the debtors, TransTexas Gas Corporation, et al. The mineral property owners state that the Disclosure Statement should provide financial information, valuations or pro forma projections that would be relevant to creditors' determinations of whether to accept or reject the plan. The pro forma financial projections attached to the Disclosure statement are the only financial projections provided by the debtor. The mineral property owners state that it is possibly "materially" misleading disclosure. There are no valuations given for the assets of any of the companies and the fair market value of the assets may be higher than book value. They go on to complain that the Disclosure Statement does not value the debtors' mineral interests and does not value potential litigation claims. The debtor does not disclose the percentage recovery anticipated by each class of creditors, noting items that might impact the estimated recoveries. The Disclosure Statement is entirely inadequate to describe the risks inherent to the planned reorganization. The Bondholders state that the Disclosure Statement does not contain adequate information or analysis concerning the valuation of TTG's assets and equity as a going concern, that the financial projections contained in the Disclosure Statement are unreliable, that the Disclosure Statement provides little historical evidence to support the debtor's plan projections that it does not explain the interest rates, on the secured debtor or how the debtors derived dividends and other consideration. They go on to state that the Disclosure Statement does not inform creditors of the impact of the pending avoidance litigation and does not inform creditors of the massive impact on the plan if all or a portion of the avoidance litigation is successful. VENCOR: Final Approval of $100 Million DIP -------------------------------------------------------------- Oct. 1, 1999--Vencor, Inc. announced that the United States Bankruptcy Court for the District of Delaware (the "Court") gave final approval to the Company's $ 100 DIP Financing with a bank group led by Morgan Guaranty Trust Company of New York. The DIP Financing and existing cash flows will be used to fund the Company's operations during the restructuring. As of October 1, 1999, the Company had no outstanding borrowings under the DIP Financing. The Court also approved the Company's motion to establish a vendor reclamation procedure. Vencor and its subsidiaries filed voluntary petitions for reorganization under Chapter 11 with the Court on September 13, 1999. Vencor, Inc. (OTC/BB:VCRI) is a long-term healthcare provider operating nursing centers, hospitals, and contract ancillary services in 46 states. WILLCOX & GIBBS: To Restructure Macpherson Subsidiaries ------------------------------------------------------- Willcox & Gibbs, Inc. announced that it plans to restructure the business of its Macpherson subsidiaries, which distribute embroidery equipment and supplies, including embroidery machines manufactured by Barudan Company, Ltd. Willcox & Gibbs said that it had agreed to sell its Macpherson Canada operations to Barudan, subject to the approval of the Bankruptcy Court in Willcox & Gibbs' Chapter 11 Bankruptcy case. In addition, the Company is in negotiations with Barudan to restructure Willcox & Gibbs' U.S. Macpherson subsidiary. Under this plan, which is designed so that Barudan and Macpherson will work closely together, Barudan embroidery machines formerly distributed by Macpherson in the United States will be distributed by Barudan, and Macpherson will continue to be the exclusive distributor of Barudan genuine parts for such machines as well as continue to be the exclusive distributor of Barudan towel hemming machines and used machines. Macpherson will continue to expand the Embroidery Store operation and Emtex Leasing Corp. will continue as the exclusive leasing company for all Barudan machines. Such restructuring is subject to reaching a final agreement with Barudan and approval of Willcox & Gibbs' Bankruptcy Court. The restructuring of Macpherson is in accordance with the Company's plan to emphasize its parts and supplies business in the U.S. which will be the major segment of its business after the restructuring of Macpherson. Willcox & Gibbs is the largest distributor in North America of replacement parts, supplies and ancillary equipment to manufacturers of apparel and other sewn products. Willcox & Gibbs is currently operating as a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code. WIRELESS ONE: Seeks Extension To Assume or Reject Leases -------------------------------------------------------- The debtor, Wireless One, Inc. seeks an extension of time within which to assume or reject unexpired leases of nonresidential real property. A hearing on the motion is scheduled for October 22, 1999 at 10:00 AM. The debtor is currently party to approximately 68 unexpired leases of nonresidential real property. The leases cover the debtor's use of office space, warehouse facilities and transmission towers, which are required to sustain the debtor's business. The debtor is currently attempting to evaluate its unexpired leases of nonresidential real property in the context of the amended plan. Pursuant to the terms of the amended plan, MCI WorldCom is essentially acquiring the debtor's business. Accordingly, the debtor, in consultation with MCI WorldCom must determine which leases to assume or reject. The debtor will not be able to complete this analysis of the unexpired leases prior to the date currently contemplated by the amended plan. The debtor seeks an extension of its time to assume or reject the unexpired leases through the earlier of November 30, 1999 or the effective date of the Amended Plan. The debtor states that its case is large and complex. The debtor has negotiated the terms of the amended plan with MCI WorldCom in its efforts to formulate a successful plan of reorganization. According to the debtor, its request for extension and the time for analysis of the unexpired leases is itself part of the debtor's progress toward rehabilitation and confirmation of the plan. Meetings, Conferences and Seminars ---------------------------------- October 5-6, 1999 INTERNATIONAL WOMEN'S INSOLVENCY AND RESTRUCTURING CONFEDERATION Fall International Meeting San Francisco Marriott, San Francisco, California Contact: 1-703-449-1316 October 6-9, 1999 NATIONAL CONFERENCE OF BANKRUPTCY JUDGES 73rd Annual Meeting San Francisco Marriott, San Francisco, California Contact: 1-803-957-6225 October 22-26, 1999 TURNAROUND MANAGEMENT ASSOCIATION 1999 Annual Conference The Fairmont--Atop Nob Hill, San Francisco, CA Contact: 1-312-822-9700 or ljfialkoff@turnaround.org November 4-5, 1999 MID-SOUTH COMMERCIAL LAW INSTITUTE Assessing the Present and Looking to the Future The Doubletree Hotel, Nashville, Tennessee Contact: 1-423-549-7000 or mmiller@bdbc.com November 11-13, 1999 AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION COMMITTEE ON CONTINUING PROFESSIONAL EDUCATION 11th Annual Advanced ALI-ABA Course of Study: The Emerged and Emergine New Uniform Commercial Code New York Hilton Hotel, New York City Contact: 1-800-CLE-NEWS November 17-20, 1999 AMERICAN BAR ASSOCIATION'S LATIN AMERICAN LAW SUBCOMMITTEE & THE ASSOCIATION OF COMMERCIAL BANKS OF THE DOMINICAN REPUBLIC Educational Exchange Case De Campo Resort, LaRomana, Dominican Republic Contact: 1-703-739-0800 November 29-30, 1999 RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC. Distressed Investing '99 The Plaza Hotel, New York, New York Contact: 1-903-592-5169 or ram@ballistic.com December 2-4, 1999 AMERICAN BANRKUTPCY INSTITUTE Winter Leadership Conference La Quinta Resort & Club, La Quinta, California Contact: 1-703-739-0800 February 27-March 1, 2000 NORTON INSTITUTES ON BANKRUPTCY LAW Norton Bankruptcy Litigation Institute I Olympic Park Hotel, Park City, Utah Contact: 1-770-535-7722 March 23-25, 2000 SOUTHEASTERN BANKRUPTCY LAW INSTITUTE, INC. 26th Annual Southeastern Bankruptcy Law Institute Marriott Marquis Hotel, Atlanta, Georgia Contact: 1-770-451-4448 March 30-April 2, 2000 NORTON INSTITUTES ON BANKRUPTCY LAW Norton Bankruptcy Litigation Institute II Flamingo Hilton Hotel, Las Vegas, Nevada Contact: 1-770-535-7722 May 4-5, 2000 RENAISSANCE AMERICAN CONFERENCES & BEARD GROUP, INC. Bankruptcy Sales & Acquisitions The Renaissance Stanford Court Hotel San Francisco, California Contact: 1-903-592-5169 or ram@ballistic.com June 29-July 2, 2000 NORTON INSTITUTES ON BANKRUPTCY LAW Western Mountains Bankruptcy Law Institute Jackson Lake Lodge, Jackson Hole, Wyoming Contact: 1-770-535-7722 The Meetings, Conferences and Seminars column appears in the TCR each Tuesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. ********* 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, 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 * * *