/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/000118.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, January 18, 2000, Vol. 4, No. 12 Headlines ADVANCED MICRO DEVICES: Friess Reports Stock Ownership AMERICAN PAD & PAPER: Converts Involuntary Petition To Voluntary BRUNO'S INC: Stock Price Doubles CLIMACHEM: Makes Interest Payment on $105 Million Sr Notes COVENTRY HEALTH CARE: Wellington Management Reports Stock Holding CRIIMI MAE: Creditors Seek To Suspend Plan Consideration DELTA & PINE LAND: Reports Loss DERBY CYCLE: Raleigh Looks For New Factory Site DEVLIEG BULLARD: Interim Order For Loan Amendment EAGLE GEOPHYSICAL: Atlantic Horizon To Terminate Exclusivity FRUIT OF THE LOOM: US Trustee Appoints Committee GEOTELE.COM: Files Chapter 11 Petition GLOBE MANUFACTURING: Change in Board of Directors GOLDEN BOOKS: HC Crown & Hallmark Dump Stock GRAHAM-FIELD HEALTH PRODUCTS: File Voluntary Petitions LEASING SOLUTIONS: Seeks Continued Use of Cash Collateral LENOX HEALTHCARE: Committee Taps LENOX HEALTHCARE: Committee Taps Howard, Wershbale & Co. LEWIS & PEAT RUBBER: Files For Chapter 11 Protection MEDPARTNERS: Applies to Employ CB Richard Ellis, Inc. NATIONAL HEALTH: Bowers Resigns as CEO of National Health NAVIGANT INTERNATIONAL: Baupost Group Reports Holdings NOVACARE: Owners Report Holding 17% Of Outstanding Stock RIO RANCHO: Owner Files Chapter 11 SERVICE MERCHANDISE: Announces Strategic Internet Alliances STYLESITE MARKETING: Case Summary & Largest Unsecured Creditors SUN HEALTHCARE: Court Confirms Results of Auction SYSTEMSOFT CORP: Second Amended Disclosure Statement TALK AMERICA: First Amended Disclosure Plan TERRA INDUSTRIES: Commitment To Refinance Revolving Credit Line VISION ONE: Update Regarding Bank Credit Facility WISER OIL: Special Meeting of Stockholders To Be Held Meetings, Conferences and Seminars ******** ADVANCED MICRO DEVICES: Friess Reports Stock Ownership ------------------------------------------------------ Friess Associates, Inc. has reported beneficial ownership of 7,969,000 shares of common stock of Advanced Micro Devices Inc. This amount represents 5.4% of the outstanding shares of common stock of Advanced Micro Devices with Friess Associates exercising sole voting and dispositive power over said shares. AMERICAN PAD & PAPER: Converts Involuntary Petition To Voluntary ---------------------------------------------------------------- American Pad & Paper Company (OTCBB:AMPP) (AP&P) announced today that it has filed a petition in the United States Bankruptcy Court in Delaware to convert the involuntary Chapter 11 petition filed by its bondholders on January 10, 2000 to a voluntary Chapter 11 proceeding under the Federal Bankruptcy Code. AP&P is seeking protection under Chapter 11 to ensure that day-to-day operations continue normally. The Company plans to pursue various strategic and financial alternatives, including asset sales and restructuring the Company's debt. As previously announced, the Company has retained Lazard Freres & Co. LLC as advisors to assist it in this process. To ensure liquidity throughout this period, AP&P has received a commitment for $65 million of debtor-in-possession (DIP) financing from a group of its current bank lenders. This commitment of DIP financing exhibits the continuing support of the Company's existing bank group. The Company expects the DIP financing to be approved by the court at a hearing early next week. Funds will then be available to the Company to fulfill future obligations associated with operating its business during the bankruptcy. AP&P said that the Chapter 11 filing should have little impact on customers and employees. The Company has sought and expects to receive the Court's approval to continue payment of employee salaries, wages and benefits without interruption. The DIP financing will enable the Company to pay for the delivery of goods and services and continue to build inventory necessary to meet customer requirements. "Our focus throughout this process has been to try to maximize value for all of the Company's stakeholders," stated James W. Swent III, Chief Executive Officer. "While we initially felt that progress was being made in the negotiations with the bank group and bondholders, unfortunately these discussions did not yield a consensual solution. After exploring all available alternatives, we believe that converting the bondholders' involuntary Chapter 11 petition to a voluntary Chapter 11 proceeding presents the most effective means to restructure our debt while safeguarding the interests of all involved. The DIP financing agreement will provide liquidity for our daily operations during the reorganization period and will help to ensure that our customers continue to receive the products and level of service they have come to expect from AP&P." "During the past year, the AP&P team has made good progress in our turnaround initiatives, but our revenue levels have not been sufficient to service our current debt structure," said Mr. Swent. "Our primary suppliers, the paper mills, have continued to provide a high level of support and remain key business partners. We look forward to the continued support of all our stakeholders as we move through this process." American Pad & Paper Co., which invented the legal pad in 1888, is a leading manufacturer and marketer of paper-based office products in North America. Product offerings include envelopes, writing pads, file folders, machine papers, greeting cards and other office products. The key operating divisions of the Company are Williamhouse, AMPAD, and Creative Card. Company revenues in 1998 were $662 million, additional information is available on the Company's Website at http://www.americanpad.com. BRUNO'S INC: Stock Price Doubles -------------------------------- Bankruptcydata.com - January 14, 2000 On January 12, 2000, the price for shares of Bruno's, Inc.'s stock increased over 122% to 40 cents. The rise follows recent U.S. Bankruptcy Court confirmation of the company's Plan of Reorganization and anticipated emergence from Chapter 11 protection, under which the company has been operating since February 2, 1998. CLIMACHEM: Makes Interest Payment on $105 Million Sr Notes ---------------------------------------------------------- On December 30, 1999, ClimaChem, Inc. paid the December 1, 1999, interest payment on its $105 million of outstanding 10 3/4% Senior Notes due 2007. The interest payment was made during the grace period allowed under the related Indenture, dated November 26, 1997. As a result of the payment due under the Notes, ClimaChem's parent company, LSB Industries, Inc. failed to maintain minimum borrowing availability causing LSB to become subject to certain adjusted tangible net worth and debt ratio requirements under the LSB's revolving credit facility which LSB does not meet. LSB's lender has agreed to forbear from exercising its rights under the credit facility arising as a result of the adjusted tangible net worth and debt ratio covenants for a period of 60 days from January 1, 2000, in order to allow LSB and the lender to re- negotiate these covenants and the terms of the credit facility. In connection with such forbearance, the company's lender has reduced the company's maximum revolving credit line from $65 million to $50 million. COVENTRY HEALTH CARE: Wellington Management Reports Stock Holding ----------------------------------------------------------------- Wellington Management Company, LLP, an investment advisor firm, beneficially owns 6,089,900 shares of the common stock of Coventry Health Care Inc. Of these shares Wellington has shared voting power over 1,306,900 shares, and shared dispositive power over the whole of the shares, namely 6,089,900. The amount beneficially held by Wellington Management Company represents 10.28% of the outstanding common stock of Coventry Health Care Inc. CRIIMI MAE: Creditors Seek To Suspend Plan Consideration -------------------------------------------------------- The Official Committee of Unsecured Creditors of the estate of Criimi Mae Management Inc. filed a motion to suspend consideration of the Plan of Liquidation and Disclosure Statement proposed by the Official Committee of Unsecured Creditors of Criimi Mae Inc. The Management Committee request that the court first permit the debtors the opportunity to solicit acceptances to their filed joint plan of "reorganization." The Management Committee states that this is appropriate because the debtors' plan enjoys the support of virtually all major constituents, and should be preferred over the CMI Creditors' Committee's liquidating plan. The Management Committee submits that the debtors' reorganization plan provides a complete and successful resolution of these cases, while the CMI Creditors' Committee plan fails to do so and is otherwise woefully deficient. The CMI Creditors' Committee liquidation plan fails to do so and is otherwise woefully deficient. DELTA & PINE LAND: Reports Loss ------------------------------- Memphis Business Journal - January 15, 2000 amcity.com Delta and Pine Land Co., a commercial breeder, producer and marketer of cotton planting seed, reported a net loss of $6.2 million, or $0.16 per share, for the first quarter ended Nov. 30, 1999, compared to a net loss of $5.9 million, or $0.15 per share, posted in the same period in the prior year. Revenues were $4.5 million, compared to $7.2 million recorded in the same period last year. DERBY CYCLE: Raleigh Looks For New Factory Site ----------------------------------------------- Raleigh Cycles is looking for a site in the Nottingham area on which to locate a modern new factory to meet its needs in the new century. Only two months after announcing that it was to cease frame making in Nottingham, the company has re-affirmed its commitment to the city where it was founded in 1887. Making the announcement, newly appointed Managing Director, Phillip Darnton said, "We have received an attractive offer for our remaining factory site on Triumph Road. This will enable us to create a modern, purpose built factory that in turn will allow us to become more cost effective and competitive". Mr Darnton explained that in the hundred years since Raleigh was founded, it had inevitably grown in a largely unplanned and unco- ordinated manner until, at its peak, the company's Nottingham operation covered seventy-five acres. "Old buildings such as those we have occupied for decades are no longer appropriate to today's production processes", he said. "The offer we have received really is a once in a lifetime opportunity for Raleigh. What could be a more appropriate start to the new millennium for this proud company whose founder was so far sighted". In making the move, Raleigh is very conscious of the importance of Nottingham to the company's heritage - the city appears prominently on Raleigh's famous heron's head logo - and is determined to hold onto the wealth of cycle making skills that it has cultivated over the years. "We want to make it as easy as possible for our current workforce to move with us", said Mr Darnton. To that end, Raleigh has already started talks with Nottingham City Council to find a suitable alternative site. Ted Cantle, the city's Chief Executive confirmed that the city had been approached to help in the search and said, "We are confident that we can find a suitable site to ensure that this proud name remains associated with Nottingham and that we retain these valuable jobs for the city". The purchaser of Raleigh's 12.5 acre site is The University of Nottingham which has, at the same time, purchased the cycle manufacturer's sister company, Sturmey Archer's, 8.5 acre site also located in Triumph Road. The University recently won the right to host the new National Leadership College for Schools and wishes to build alongside the recently created 50 million pound Jubilee campus on Triumph Road. In conclusion, Mr Darnton commented, "In the light of a number of difficult and painful decisions which we have had to make in recent years, we were especially keen to announce this very positive strategic opportunity as soon as possible. Inevitably, this means that we are not in a position to give detailed answers to some of the questions that will arise. However, we do have sufficient time - up to four years if necessary - to now plan carefully and efficiently to secure the future of the company." DEVLIEG BULLARD: Interim Order For Loan Amendment ------------------------------------------------- The US Bankruptcy Court for the Northern District of Ohio entered an order authorizing the debtor to enter into a second amendment to the post-petition loan and security agreement dated as of July 15, 1999, and authorizing payment of certain fees in connection with the amendment. Under the amendment the amount of the total commitment which may be made available is $20.3 million. The final maturity date is February 15, 2000. EAGLE GEOPHYSICAL: Atlantic Horizon To Terminate Exclusivity ------------------------------------------------------------ Atlantic Horizon, Inc., one of the debtors, seeks to terminate the exclusive period during which only Atlantic Horizon, Inc. may file and solicit acceptances of a plan of reorganization. Atlantic Horizon intends to file its Disclosure Statement in support of the debtor's plan of liquidation. The plan proposes to liquidate Atlantic Horizon's assets through a sale of its vessel, Atlantic Horizon, to Aker Geo Seismic AS. Atlantic Horizon is inviting other proposals, through either higher offers or alternatives such as reorganization. Atlantic Horizon submits that the termination of the exclusive period coupled with aggressive marketing attempts will create a process whereby the estate will receive the maximum, current value for the Atlantic Horizon. The debtors intend to manage the marketing process together with the Committee. By opening the plan process to other parties in interest, Atlantic Horizon seeks to address the Court's mandate that he market be tested in order to ensure the maximum recovery for the estate. FRUIT OF THE LOOM: US Trustee Appoints Committee ------------------------------------------------ Patricia A. Staiano, the United States Trustee for Region III, pursuant to 11 U.S.C. Sec. 1102(a)(1), appoints a seven-member Official Committee of Unsecured Creditors in the Debtors' chapter 11 cases: (1) HSBC BANK, as Indenture Trustee for the 8-7/8% Senior Noteholders 140 Broadway New York, NY 10005 Attention: Robert A. Conrad, Vice President Telephone (212) 658-6029 Fax (212) 658-6425 (2) TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA 730 Third Avenue New York, NY 10017 Attention: Roi G. Chandy, Director (Workout Unit) Telephone (212) 918-6139 Fax (212) 916-6140 (3) MIRIAM CONNER, as Augustine, et al., Class Action Representative c/o Patrick M. Wartelle, Esq. Roy, Bivins, Judice & Henke P.O. Drawer Z Lafayette, LA 70502 Attention: Patrick M. Wartelle, Esq. Telephone (337) 233-7430 Fax (337) 233-8403 (4) ELASTIC CORPORATION OF AMERICA, INC. 915 Tate Boulevard S.E., Suite 106 Hickory, NC 28602 Attention: Mitchell R. Setzer, Vice President & Treasurer Telephone (828) 322-2242 Fax (828) 327-6417 (5) CALCOT, LTD. 1601 E. Brundage Lane P.O. Box 259 Bakersfield, CA 93302 Attention: Robert Martin Dowd, General Counsel Telephone (661) 327-5961 Fax (661) 861-9870 (6) STAPLE COTTON COOPERATIVE ASSOCIATION P.O. Box 547 214 West Market Street Greenwood, MS 38935 Attention: Meredith Allen, Vice president of Marketing Telephone (662) 453-6231 Fax (662) 453-6274 (7) NHL ENTERPRISES, L.P. NHL ENTERPRISES, CANADA, L.P. NHL ENTERPRISES, B.V. 1251 Avenue of the Americas New York, NY 10020-1192 Attention: Yvette Quinson, In-House Counsel Telephone (212) 789-2000 Fax (212) 789-2727 (Fruit of the Loom Bankruptcy News Issue 3; Bankruptcy Creditors' Service Inc.) GEOTELE.COM: Files Chapter 11 Petition -------------------------------------- Geotele.com, Inc. (OTCBB:GEOL) announced today that it has filed a petition under chapter 11 of the United States Bankruptcy code in the Southern District of New York. Geotele.com, Inc. will continue to operate in the normal course of business while it reorganizes and attempts to work out a plan with its creditors. The company believes that it will still able to commence deployment of its Voip Network and operate its various websites under the Bizcube.com umbrella. These developments should help the company in creating a viable plan of reorganization. GLOBE MANUFACTURING: Change in Board of Directors ------------------------------------------------- On January 11, 2000, Globe Holdings, Inc. and Globe Manufacturing Corp. announced a change in their Boards of Directors and senior management. As of January 1, 2000, Thomas A. Rodgers, Jr., has stepped down as the Chairman of the Board of Globe but will continue to serve as a Globe director. Mr. Thomas A. Rodgers, Jr. will hold the title of Chairman Emeritus. In addition, Mr. Rodgers' consulting agreement with Globe Manufacturing expired by its terms on December 31, 1999. Mr. Thomas A. Rodgers, III, one of Globe's current directors, will become Chairman of the Board. In connection with Mr. Thomas A. Rodgers, III accepting the Chairman position, he will have resigned as Globe's Chief Executive Officer and President as of January 1, 2000. Globe has retained a national search firm to assist it in identifying and hiring a new Chief Executive Officer. GOLDEN BOOKS: HC Crown & Hallmark Dump Stock -------------------------------------------- On December 28, 1999, HC Crown Corp. & Hallmark Cards, Inc., disposed of all interest in the common stock of Golden Books Family Entertainment Inc. GRAHAM-FIELD HEALTH PRODUCTS: File Voluntary Petitions ------------------------------------------------------ Graham-Field Health Products, Inc., and certain of its subsidiaries filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the District of Delaware. Prism Enterprises, a Graham-Field subsidiary in San Antonio, Texas, did not file a petition for bankruptcy. The company announced that, as a result of the filings, it has been able to secure a commitment for a Debtor-in-Possession (DIP) credit facility for up to $38.75 million. The financial institutions providing the credit facility include IBJ Whitehall Business Credit Corporation, Deutsche Financial Services Corporation, PNC Bank, NA and National City Commercial Finance, Inc. The DIP facility, which is expected to receive preliminary court approval, will provide the company with the liquidity to pay its suppliers for post-petition goods and services, and to pay employees without disruption. The company anticipates that the DIP facility will provide sufficient liquidity to carry it through the completion of its debt restructuring. "We have the financing in place to continue to operate the business," said Mr. Thomas J. Opladen, Chairman of the Graham- Field Board of Directors. "Today's filing will have no effect on our ability to manufacture or distribute our products. For our customers and suppliers, the filing will make it easier to do business with the company," said Mr. Opladen. The company also announced the appointment of David A. Hilton as President and Chief Executive Officer. Mr. Hilton specializes in start-up and turnaround enterprises. Most recently, he turned around J.E. Morgan Knitting Mills, the largest manufacturer of thermal underwear in the country. Mr. Hilton replaces John G. McGregor, who resigned. The company also announced that Robert J. Gluck, its Chief Financial Officer, resigned his position and that a search would be conducted for his replacement. Both Mr. McGregor and Mr. Gluck are members of the professional management firm of Jay Alix and Associates, which will provide a smooth management transition. As part of the filing, the company will request from the court various measures to provide for the effective operation of the company. These include measures to assure that the filing will have no effect on the payment of salaries, wages and benefits to the company's employees. The company will also request approval of a program to retain key personnel. To assist the company in executing its restructuring strategies, it has retained the firm of Rothschild Inc. to provide investment-banking services. Graham-Field Health Products, Inc., headquartered in Bay Shore, New York, manufactures, markets and distributes medical, surgical and a wide range of other healthcare products into the home healthcare and medical/surgical markets. LEASING SOLUTIONS: Seeks Continued Use of Cash Collateral --------------------------------------------------------- The debtor, Leasing Solutions, Inc. seeks court authority to use cash, negotiable instruments, deposit accounts, and other cash equivalents, in which the estate and an entity other than the estate have an interest from the sources and in the amounts set forth to enable LSI to operate its business as set forth in the budget. A hearing is set for February 8, 2000 at 9:30 AM, Courtroom 3099, 1280 So. First St., San Jose, California. LENOX HEALTHCARE: Taps Professionals ------------------------------------ The Official Committee of Unsecured Creditors of Lenox Healthcare, Inc., Greylock Health Corporation, Lenox Healthcare LLC and their affiliates apply to the court for an order authorizing the employment and retention of Brown, Gibbons, Lang & Company LP as a financial consultant for the Committee effective November 22, 1999. The firm will render the following services among others: Assist in the review of secured creditors' lien claims; Assist in the negotiations with secured creditors; Assist in the review of offers for the purchase of the debtors' businesses; Assist in the review and evaluation of possible avoidance actions; Provide litigation consulting services and expert witness testimony to the extent requested by the Committee; and Perform such other services as may be determined by the Committee to be in the best interest of the unsecured creditors fo the debtors. The current hourly rates for the professionals designated to work on behalf of the committee are $325 per hour. LENOX HEALTHCARE: Committee Taps Howard, Wershbale & Co. -------------------------------------------------------- The Official Committee of Unsecured Creditors of Lenox Healthcare, Inc., Greylock Health Corporation, Lenox Healthcare LLC and their affiliates apply to the court for an order authorizing the employment and retention of Howard, Wershbale & Co. as financial consultant for the committee. The professional services to be performed by the firm include: Assisting in the analysis of the debtors' business operations including, but not limited to, analysis of financial reporting, analysis of patient accounts receivable and billing/collection procedures, review of third party payment issues, and analysis of facility valuations; Assisting in the review of the secured creditors' prepetition secured claims; Assisting in negotiations with secured creditors; Assisting in the review of offers for the purchase of the debtors' businesses; Assisting in the development, negotiation and consummation of any proposed plan of reorganization or sale of the debtors' businesses; Provide litigation consulting services and expert witness testimony to the extent requested by the Committee; The firm will charge its usual hourly fees ranging from $120 to $250 for its professionals designated to work on the case. LEWIS & PEAT RUBBER: Files For Chapter 11 Protection ---------------------------------------------------- One of the oldest and biggest rubber traders in the world, Lewis & Peat Rubber, has filed for Chapter 11 bankruptcy protection in he US and is in receivership in the United Kingdom and Singapore. The group, control of which had passed to Indonesia's financially-troubled Bakrie group since 1993, is said to have collapsed due to mismanagement and debts running into the "tens of millions" of US dollars, sources said. In Singapore alone, the company reported debts of US$ 62 million (S$ 103.5 million). Most of the money was borrowed in Singapore, originally for its trading facilities, but was later lent to the group's US and UK operations. "The US operation then used the money to buy rubber plantations in Liberia and China, and with the falling price of rubber found itself in financial difficulty and unable to repay the Singapore loans," a source said. He also disclosed that the Bakries had bought into Lewis & Peat around 1993 as it fitted in nicely with their rubber operations, which include plantations covering more than 55,000 hectares - about double the size of Singapore -in Sumatra. The group's US operations -Lewis & Peat Rubber Limited Partnership, Lewis & Peat Rubber Inc and Annar Latex Inc -filed to be placed under Chapter 11 in a Connecticut court on Monday. A filing for protection against creditors under Chapter 11 of the US Bankruptcy Code will normally allow a troubled company a chance to restructure its debt. In Singapore, a group of about a dozen creditor banks led by Rabobank of the Netherlands applied for the group's operations here -Lewis & Peat (Rubber) Holdings Pte Ltd (LPRH), Lewis & Peat Rubber (Singapore) Pte Ltd (LPRS), and Lewis & Peat Distribution Pte Ltd (LPD) -to be placed under the receivership of Ernst & Young's Ong Yew Huat on Tuesday. The Singapore companies had placed themselves under judicial management earlier on Dec 27 after they found themselves having difficulty in meeting cross-guarantees on borrowings by sister companies in the US and in Britain. However, the banks in Singapore decided to call in the receivers to have more direct control over the company's assets as under judicial management the managers were accountable to all creditors and not just the banks. The group's management, including the Bakries, could not be reached for comment. A receptionist said they "were all not around" and did not know when they would be available for comment. The group, in which the Bakries have a 75 per cent stake, has a staff strength of 15 in Singapore. "We are in very preliminary discussions with interested parties, mainly international concerns in the rubber business," disclosed receiver Mr Ong. The Singapore Commodity Exchange, where the firm was a clearing member, said the company had resigned as a member last Dec 14 and had squared and cleared all its futures positions even before handing over its letter. "We have not been affected very much by their closure although they were an important player in the futures market," said the exchange's general manager Lim Toh Eng. However, it has a number of unfilled contracts in physical rubber and the receivers are said to be working towards fulfilling as much of the contracts as possible. In the four years from 1995, LPRS has lost money only in 1995 - some $ 1.58 million -and over the following three years brought in net profits after extraordinary items of $ 2.64 million in 1996, $ 5.21 million in 1997 and $ 3.28 million in 1998. This was on the back of sales of $ 132 million, $ 121 million, $ 126 million and $ 138 million respectively. "Lewis & Peat's collapse wasn't due to its Singapore operations or the poor price of rubber. They were operating profitably here but money was being siphoned off to its US and UK operations. In the end it was just sheer mismanagement," a source who declined to be named told BT. Another source said L&P's troubles were probably the result of the financial problems the Bakrie group found itself in following the Indonesian economy's collapse. Lewis & Peat has a history that goes back to 1775. It imported rubber from the Brazilian government from around 1850 and has been involved in that commodity's trade since. With a turnover of over 300,000 tonnes a year, it laid claim to being the world's largest distributor of natural rubber, with offices in Singapore, London, Poland and Middlebury in Connecticut, and dealings in Malaysia, Indonesia, China and Africa as well. Besides holding dry rubber, it also maintains terminals for latex in the US and is the only source of low-protein cream latex. BIODATA 1775: Founding of group that later becomes Lewis & Peat. 1850s: Starts rubber trading with Brazilian government. 1990s: Indonesia's Bakrie group takes control. 1999 Dec 14: Lewis & Peat resigns from Singapore Commodity Ex- change. Dec 27: Places itself under judicial management. 2000 Jan 10: US operations file for Chapter 11. Jan 11: Singapore operations go into receivership. MEDPARTNERS: Applies to Employ CB Richard Ellis, Inc. ----------------------------------------------------- The debtor, Medpartners Provider Network, Inc. applies to employ CB Richard Ellis, Inc. as exclusive marketing advisor and broker to the debtor. The firm is t represent the debtor regarding the sale of two office buildings and related real property interests located at 5000 and 5001 Airport Plaza Drive, Long Beach California. NATIONAL HEALTH: Bowers Resigns as CEO of National Health --------------------------------------------------------- National Health and Safety Corporation (OTC Bulletin Board: NHLT) announced today the resignation of Dr. R. Dennis Bowers, founder of the company, as its Chief Executive Officer. Bowers will continue in his other role as Director of the company. Bowers, who founded the company and has been its chief executive for more than 10 years, recently accepted a position as Executive Vice President of MedSmart Healthcare Network, a Dallas-based company which recently purchased the POWERx Healthcare Network from National Health. Patricia Bathurst, former Vice President of Marketing for National Health, also will transition to MedSmart as its Vice President of marketing. Bowers said that the board has appointed James Kennard to serve as the interim CEO until National Health has completed its Chapter 11 Reorganization, now in process, which is expected some time in early spring. Kennard, former CEO of Transicoil Inc. and a former member of the American Management Association's Presidents Association, is from Greentown, PA. He is a long-time shareholder of National and one of the first investors in National Health before it became a public company in 1992. Kennard is the former treasurer of National Health. National Health is the founder and developer of the POWERx Medical Benefits Network, which was recently sold to MedSmart. POWERx is a comprehensive national health discount network of more than 750,000 doctors, hospitals, dentists, pharmacies and other healthcare providers nationwide. Contrary to most HMOs and PPO networks, POWERx is much less expensive (about $200/year) and provides savings up to 60% on most medical products and services. Development and expansion of National Health's other profit centers depends on the outcome of its joint plan of reorganization which is pending in Bankruptcy Court. The next hearing, presently scheduled for January 31, 2000, is to determine the adequacy of the amended disclosure statement which is scheduled to be filed during the coming week. NAVIGANT INTERNATIONAL: Baupost Group Reports Holdings ------------------------------------------------------ The Baupost Group LLC currently owns less than 5% of the outstanding shares of common stock of Navigant International Inc. Baupost Group LLC beneficially owns 478,121 shares with sole voting and dispositive power. This number represents 3.78% of the outstanding shares of common stock of the company. Sak Corporation and Seth A. Klarman hold no stock in the company. NOVACARE: Owners Report Holding 17% Of Outstanding Stock -------------------------------------------------------- LDN Stuyvie Partnership and Stuyvesant Pierrepont Comfort beneficially own 11,046,955 shares of common stock in NovaCare Inc. representing 17.4% of the outstanding common stock of the company. The Partnership and Mr. Comfort hold sole voting and dispositive power over the shares. The Partnership and Mr. Comfort acquired the securities in order to provide continuing support to management and the company in both the search for and acquisition of a new business. They presently intend to vote their common stock in support of the reinvestment of the proceeds of certain divestitures in a new business and against the liquidation of NovaCare Inc. Depending on market conditions and the success of management in identifying and consummating an acquisition of a new business, the Partnership and Mr. Comfort may acquire more or dispose of their shares of common stock. Under a plan of restructuring approved by NovaCare's stockholders on or about September 21, 1999, NovaCare's Board of Directors is authorized, among other things, to reinvest the Divestiture Proceeds through the acquisition of a new business. The Divestiture Proceeds are a material amount of NovaCare's assets. Under the Plan, in the event the company is unable, or chooses not, to reinvest the Divestiture Proceeds in a new business, the Board is required to liquidate NovaCare through a distribution to stockholders. Mr. Comfort was elected to the Board on January 5, 2000. As a result of recent resignations from the Board, he is one of five members. RIO RANCHO: Owner Files Chapter 11 ---------------------------------- Rio Rancho Country Club owners this week filed for Chapter 11 protection against a foreclosure lawsuit by the club's mortgage lender. Owner Richard Chulick said Thursday he had been working closely with the lender and had hoped the negotiations would head off any serious financial problems. "We have been experiencing cash-flow problems because of all the money we spent on the golf course and because we have not grown membership fast enough to keep up," Chulick said. "The winter season is slow, so that was an additional problem." According to the lawsuit filed in 13th District Court, the club generates about $143,200 in monthly revenue during the winter months, in contrast to $240,000 during the summer months. The club's monthly mortgage payment is $29,076. Despite the talks with the lender, California-based Bay View Franchise Mortgage Acceptance Co., the lawsuit "came from out of the blue," Chulick said. To stop the foreclosure and the appointment of a receiver, which the lawsuit seeks, Chulick voluntarily submitted a petition for Chapter 11 under the Bankruptcy Code. Corporations can file under Chapter 11 to protect against foreclosure, allowing them to devise a plan to reorganize finances and ultimately save their property from liquidation. "Had we not done that, we would have lost the property and lost control," Chulick said. The lawsuit names Chulick and co-owner Richard Campbell as defendants and seeks nearly $4 million from the club for failure to keep up with mortgage payments. Chulick and Campbell borrowed $3 million in November 1997, when they bought the country club and golf course from AMREP Southwest, Rio Rancho's largest developer and property owner. "No payment whatsoever of the monthly sums owed has been made since September of 1999," the lawsuit claims. It further states the golf course "has not been properly maintained" and "is in substandard condition, which adversely impacts its value as Plaintiff's collateral." Chulick said he agrees the golf course is not in top condition but contends that much of the club's cash-flow problem stems from more than $1.5 million in past expenditures to improve the golf course, including adding new bunkers, tees and purchasing maintenance equipment. Chulick said that although he and Campbell have yet to design a reorganization plan, he does not expect the lawsuit or the bankruptcy filing to affect the club's members or usual services. Chulick indicated in his Chapter 11 petition that he has between 100 and 199 creditors. SERVICE MERCHANDISE: Announces Strategic Internet Alliances ----------------------------------------------------------- Service Merchandise Company (OTC:SVCDQ) has announced the formation of strategic Internet alliances with three of its existing housewares vendors -- Corning Consumer Products Company, Inc., Household Products Inc./Black and Decker and Panasonic Home and Commercial Products Company -- which will culminate with the retailer offering its customers the complete product assortments available from those vendors. These alliances represent the first stage of Service Merchandise's aggressive effort to offer full line extensions via its Internet site at www.servicemerchandise.com in categories it sells. Current plans call for these vendors' full lines to be available online by the end of the second quarter of this year, with additional vendors being brought into the program in the coming months. "This strategy creates a substantial benefit for our customers, since we will be offering them the widest possible assortment of the brands they want, at the values they know from Service Merchandise," said Charles Septer, President and Chief Operating Officer. "With this arrangement, customers can either buy the products we already offer in our stores, or they can purchase a significantly expanded assortment online, for home delivery. "Historically, brick-and-mortar retailers have not offered manufacturers' entire product assortments," he continued. "Service Merchandise will break new ground by stocking the most popular items in its 221 stores and making the entire product lines available online." The line extensions represent consumer brand names ranging from Black and Decker household products, and Panasonic personal care, to 15 Corning brands, including Corningware, Pyrex, Corelle, Visions, Ekco, Oxo, Revereware, Chicago Cutlery, Farberware Bakeware and B. Via Bakeware. "These partnerships represent a real win for the participating vendors and for Service Merchandise," said Jerry Foreman, Senior Vice President of Hardlines Merchandising. "We will be able to maximize customer service by offering the widest possible range of products, while providing these vendors with expanded visibility and sales." Foreman noted that Service Merchandise is working aggressively with its existing vendors to expand the number of participants, and he invited any vendor interested in exploring this expanded distribution channel to contact his office at 615/660-7023. Septer indicated that the new program will help Service Merchandise take full advantage of the synergy offered through its three ways to shop -- in store, by phone and online -- and the long-established infrastructure which supports those sales channels. "We have a strong track record in Internet sales, and an even stronger one in order fulfillment," he said. Septer noted that Service Merchandise's Internet sales growth last year outpaced industry averages for the holiday selling season and for the entire year. Among the newer features the Service Merchandise Web site offers are the ability for online customers to see whether an item is in stock at local Service Merchandise stores and reserve the item for pickup; and the ability to return Internet purchases at any store nationwide. "Holiday shoppers were especially pleased with the ability to reserve items for store pickup," Septer said. "It is just another advantage Service offers over Internet-only retailers." Service Merchandise is a specialty retailer focusing on fine jewelry, home products and gifts, operating 221 stores in 32 states. Customers can also shop by phone at 800/JEWELRY and online at www.servicemerchandise.com. STYLESITE MARKETING: Case Summary & Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Stylesite Marketing, Inc. F/K/A Diplomat Direct Marketing Corporation Type of Business: Holding company for divisions that conduct specialty retail sales of women's fashion apparel and Accessories via catalog and E-commerce, and babies and Toddlers fashion apparel and accessories via mass merchandisers. Petition Date: January 13, 2000 Chapter 11 Court: Southern District of New York Judge: Stuart M. Bernstein Debtor's Counsel: Neil Yahr Siegel Angel & Frank, P.C. 460 Park Avenue 8th Floor New York, NY 10022-1906 (212) 752-8000 Total Assets: $ 35,239,506 Total Debts: $ 34,215,663 20 Largest Unsecured Creditors Arandell Schmidt $ 2,679,174 St. Joseph Printing $ 1,029,773 World Color $ 759,678 St. Joseph Press $ 613,764 Dani Michaels $ 450,674 Color Systems Incorporated $ 430,545 MBS/Multitude $ 197,173 Direct Action $ 188,135 Papillon $ 185,461 Ariel $ 149,326 United Parcel Service $ 138,822 Nira $ 137,273 Mail Well Graphics $ 131,272 Call Center Services $ 127,768 Coup D'Etat $ 106,957 Donnelly Marketing $ 99,237 Michael Alexander $ 97,486 The Travelers $ 89,692 Finkelstein Marketing $ 87,130 CAC Leasing Inc. $ 82,450 SUN HEALTHCARE: Court Confirms Results of Auction ------------------------------------------------- As previously reported, Judge Walrath confirmed the results of the Debtors' auction, finding that ASLLP's bid is, in fact, the highest and best offer for the SunBridge Assets. Behind-the-scenes talks among the Debtors, ASLLP, certain landlords and mortgage holders, including LTC Properties, Inc., result in the withdrawal of two Properties from the package: * SunPointe Senior Living-Hamlet in Chagrin Falls, Ohio * SunPointe Senior Living in Sun City, Arizona reducing ASLLP's bid to $73,821,091, which includes the assumption of very substantial debt. Several of Sun's Landlords and Mortgagees interpose several objections to the ASLLP sale: LTC Properties, Inc., who services the mortgage on one of the Jacksonville, Florida facilities included in the sale package, observes that its property is a "Required Facility" owned by a non-debtor seller. Consequently, under the relevant transactional documents, LTC says, the ASLLP sale cannot be consummated without LTC's consent. Without stating any particular reason, LTC states that "it is presently unwilling to give a Third Party Consent with respect to that Facility." LTC is troubled because "[a]lthough the Assumption and Sale Motion refer to American Senior Living Limited Partnership as the Buyer, the Sale Agreement makes it clear that the Jacksonville Facility . . . will be transferred to a special purpose entity--about which the Assumption and Sale motion provides little or no information." Nationwide Health Properties, Inc. (the lessor for SunPointe Senior Living facilities in Decatur, Alabama; Hanceville, Alabama; and Pensacola, Florida), objects because the "Debtors' efforts to obtain Court approval of its proposed sale of the facilities is based on Debtors' assertions that they are well on their way to obtaining the necessary consents from third parties, including [Nationwide], to the assumption and assignment of the applicable leases." Nationwide claims that "[n]othing could be further from the truth." Nationwide believes that its consent to assignment of the leases is essential to the ASLLP sale, and Nationwide is not willing to consent. Nationwide states three primary objections to the ASLLP sale. First, ASLLP has not provided all the information that Nationwide requested in order to evaluate the potential assignment of its leases to ASLLP. Second, the information that ASLLP did provide shows that ASLLP poses a fundamentally different type of and greater credit risk than the Debtors posed at the time Nationwide entered into leases with them. Third, the Debtors and ASLLP have refused to enter into meaningful negotiations with Nationwide regarding these problems. Other landlords object to assignment of their Leases to ASSLP sale. These objections will be raised as the Debtors file a separate motion to assume and assign their leasehold interests pursuant to 11 U.S.C. Sec. 365. (Sun Healthcare Bankruptcy News Issue 9; Bankruptcy Creditors' Service Inc.) SYSTEMSOFT CORP: Second Amended Disclosure Statement ---------------------------------------------------- After an objection by Rocket Software, Inc. to its first amended plan, the debtor proposed a plan wherein Rocket or its designee will fund payments required to be made to creditors in exchange for which it will receive 100% of newly issued common stock in the Reorganized Debtor. Specifically the plan provides that SVB will either be paid cash in an amount to be agreed upon by Rocket or receive a two year promissory note from the Reorganized Debtor. Rocket will also provide plan funding for allowed administrative, priority tax and executive severance claims. The plan provides for an immediate cash distribution to general unsecured creditors in the sum of $1.6 million which the debtor believes will result in an initial distribution of as much as 32% for each holder of an allowed general unsecured claim. Unsecured creditors will also share in the proceeds of all Avoidance Actions (which shall be prosecuted by a creditors' trustee) and 40% of the net benefit obtained by the Reorganized Debtor on account of the Microsoft Claim. In consideration for its plan funding the Reorganized Debtor will issue 100% of its stock to Rocket, or designee. All equity interests will be canceled. TALK AMERICA: First Amended Disclosure Plan ------------------------------------------- Classification of claims under the plan are as follows: Class One - All allowed secured claims, if any held by KeyCorp. In connection with the Beacon Sale, KeyCorp. was allowed a secured claims of $1 million of which $360,000 has been paid from Beacon Sale Closing Proceeds. Impaired. Class Two - All Allowed Secured Claims, if any, held by NTFC Capital Corp. Unimpaired. Class Three - Shall consist of all allowed secured claims, if any, held by Greenpages of $27,733 - Unimpaired. Class Four - Shall consist of the Allowed Secured Claims, if any, held by Paymentech. Paymentech has an allowed secured claim of $1.4 million, the amount of pre-petition refund claims held by Mastercard and Visa customers. Impaired. Class Five - All allowed secured claims and all priority claims, if any, held by the city of Portland for personal property taxes. The city asserts claims aggregating over $130,000, but this amount is contested. Unimpaired. Class Six - All allowed priority claims, if any, held by employees or any other parties pursuant to Section 507. Accrued vacation claims total about $9,000. Impaired. Class Seven - Allowed Unsecured claims of the holders of refund claims. Total refund claims are about $2 million. Impaired. Class Eight - Allowed Unsecured claims other than class 7 claims. The class claim, if any, and any claims held by the MacRoberts plaintiffs - which are both disputed. Class Eight Claims are $5.4 million. Impaired. Class Nine - Holders of equity interests, debtor's shareholders. Impaired. TERRA INDUSTRIES: Commitment To Refinance Revolving Credit Line --------------------------------------------------------------- Terra Industries Inc. has obtained a commitment from Citibank, N.A., as Administrative Agent, and Salomon Smith Barney Inc., as Arranger, to refinance Terra's existing $63 million revolving credit line and long-term bank debt of $109 million with a $250 million asset-based borrowing facility expiring in January 2003. The new financing agreement is expected to close by February 29, 2000 following syndication and is subject to completion of due diligence and other customary conditions of closing. The agreement's financial covenants, including minimum earnings required, are specified in the Citibank commitment letter that Terra filed with the Securities and Exchange Commission. Terra Industries Inc., with 1998 revenues of $850 million from continuing operations, is a producer and marketer of nitrogen fertilizers. The company also manufactures nitrogen products and methanol for industrial markets. VISION ONE: Update Regarding Bank Credit Facility ------------------------------------------------- LARGO, FL - JANUARY 10, 2000 - VISION TWENTY-ONE, INC. (NASDAQ: EYES), a leading healthcare company exclusively focused on eye care, today provided an update regarding its Bank Credit Facility, PPM unwind program and its evaluation of strategic alternatives to the Company. The Company also reported commencement of a corporate consolidation plan. CREDIT FACILITY MODIFICATIONS Pursuant to a letter agreement effective December 29, 1999, the Company received an extension of temporary waivers relative to certain covenants and payments under its Credit Facility from December 31, 1999 to February 29, 2000. The agreement requires a continued effort by the Company to sell all or a portion of the Company. Under the terms of the letter agreement, during the period of waiver, the Company must continue to provide a budget to the bank group for their approval. Additionally, all proceeds from the sale of any assets and net cash flows from operations not applied to budgeted expenses shall be remitted to the bank group. PPM UNWIND PROGRAM The Company closed on the unwind of three of its managed practices in return for a combination of cash and stock to the Company. Under these unwind agreements, the management agreements with the Company will be canceled and the employees along with certain assets located at their clinics will be transferred back to the practices. As mentioned, the Company expects, subject to continuing approval of the bank, to draw upon funds received pursuant to such unwinds to meet its reasonably and necessary operating expenses. Neither of these transactions involves officers or directors of the Company. Additionally, the Company reports it is continuing its negotiations with the other practices with expectations of additional closings during January. STRATEGIC ALTERNATIVES The Company is continuing to have serious discussions relative to a sale of all or a portion of the Company. The Company plans to continue to concentrate on evaluating its alternatives with the goal of achieving the best result for its shareholders. CONSOLIDATION PLANS As a result of the recent sales of the buying group and retail optical divisions, as well as the previously announced unwind of the PPM division, the Company is in the process of implementing further consolidation in its operating infrastructure. The Company expects to substantially close the Largo, Florida service center and to consolidate the managed care operations to the Boca Raton, Baltimore and Phoenix regional offices. In addition, refractive and ambulatory surgery center operations will be consolidated to a location which has yet to be determined. As a result of these changes, the Company expects to have net eliminations in excess of 70 full time positions. These positions are in excess of the employees being transferred back to the practices as part of the PPM unwind program. The Company further reported that depending upon the outcome of the negotiations surrounding the strategic alternatives noted above, a final decision as to relocation of corporate services, accounting and financial reporting, is on hold at this time. Vision Twenty-One, Inc. is a vision care Company focused on the development of refractive eye laser and surgery centers. The Company is headquartered in Largo, FL., and maintains regional offices in Phoenix, Minneapolis and Somerset, NJ. WISER OIL: Special Meeting of Stockholders To Be Held ------------------------------------------------------ At a date and time yet to be announced a special meeting of stockholders of The Wiser Oil Company, a Delaware corporation, will be held in Dallas, Texas. At the meeting, stockholders will be asked to consider and approve the sale to Wiser Investment Company, LLC of 1,000,000 shares of the company's Series C Cumulative Convertible Preferred Stock for $25 million in cash, and warrants to purchase shares of the company's common stock representing approximately 5% of the shares of the common stock outstanding at any given time, pursuant to the terms of a Stock Purchase Agreement and a Warrant Purchase Agreement, each dated December 13, 1999, between the company and Wiser Investment Company, LLC. Stockholders will also be asked to consider, approve and adopt a new Restated Certificate of Incorporation of the company, which amends, restates and replaces the company's Restated Certificate of Incorporation of January 22, 1971, as amended. The New Charter is required to be approved and adopted by the company's stockholders as a condition to the closing of the transactions contemplated by the Stock Purchase Agreement and the Warrant Purchase Agreement. Immediately following the closing of these transactions, Andrew J. Shoup, Jr., President and CEO of Wiser Oil Company will be resigning from his positions with the company, George K. Hickox, Jr., one of the principals of Wiser Investment Company, will become Chairman of the Board and Chief Executive Officer of the company and A. Wayne Ritter, the current Vice President- Acquisitions and Production of the company, will become President. Following the closing, the Board of Directors will consist of four of the current directors and three new directors designated by Wiser Investment Company, one of whom will be Mr. Hickox. Meetings, Conferences and Seminars ---------------------------------- February 24-26, 2000 ALI-ABA Chapter 11 Business Reorganizations Walt Disney World, Orland, Florida Contact: 1-800-CLE-NEWS 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 2-5, 2000 COMMERICAL LAW LEAGUE OF AMERICA 1st Annual Winter Conference Radisson Resort Hotel, Scottsdale, Arizona Contact: 1-561-241-7301 or 1-213-487-7550 March 9, 2000 NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES Spring Seminar Somewhere in New Orleans, Louisiana Contact: 1-803-252-5646 or info@nabt.com March 8-10, 2000 RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC. Healthcare Restructurings: Successful Strategies for Managing Distressed Finances The Regal Knickerbocker Hotel, Chicago, Illinois Contact: 1-903-592-5169 or ram@ballistic.com 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 April 3-4, 2000 PRACTISING LAW INSTITUTE 22nd Annual Current Developments in Bankruptcy and Reorganization Conference PLI Conference Center, New York, New York Contact: 1-800-260-4PLI April 5-8, 2000 TURNAROUND MANAGEMENT ASSOCIATION Spring Conference The Pointe Hilton Squaw Peak Resort Phoenix, Arizona Contact: 1-312-822-9700 or info@turnaround.org April 6-7, 2000 ALI-ABA Commercial Securitization for Real Estate Lawyers Walt Disney World, Orlando, Florida Contact: 1-800-CLE-NEWS April 10-11, 2000 PRACTISING LAW INSTITUTE 22nd Annual Current Developments in Bankruptcy and Reoorganization Conference Grand Hyatt Hotel, San Francisco, California Contact: 1-800-260-4PLI May 4-5, 2000 RENAISSANCE AMERICAN MANAGEMENT & 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 August 14-15, 2000 TURNAROUND MANAGEMENT ASSOCIATION Advanced Education Workshop Loewes Vanderbilt Plaza, Nashville, Tennessee Contact: 1-312-822-9700 or info@turnaround.org September 12-17, 2000 NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES Convention Doubletree Resort, Montery, California Contact: 1-803-252-5646 or info@nabt.com September 21-22, 2000 RENAISSANCE AMERICAN MANAGEMENT & BEARD GROUP, INC. 3rd Annual Conference on Corporate Reorganizations The Regal Knickerbocker Hotel, Chicago, Illinois Contact: 1-903-592-5169 or ram@ballistic.com November 2-6, 2000 TURNAROUND MANAGEMENT ASSOCIATION Annual Conference Hyatt Regency, Baltimore, Maryland Contact: 312-822-9700 or info@turnaround.com The Meetings, Conferences and Seminars column appears in the TCR each Tuesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. ********* A listing of Meetings, Conferences and Seminars appears each Tuesday in the TCR. Bond pricing, appearing each Friday, is supplied 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., Trenton, NJ, and Beard Group, Inc., Washington, DC. Debra Brennan, Yvonne L. Metzler, Edem Alfeche and Ronald Ladia, Editors. Copyright 2000. 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. 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