/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/000217.MBX T R O U B L E D C O M P A N Y R E P O R T E R Thursday, February 17, 2000, Vol. 4, No. 34 Headlines ADVANCED RADIO TELECOM: Reports Winstar Merger ARM FINANCIAL GROUP: Khalilzad Sells Stock BARRIER MOTOR: Case Summary and 17 Largest Unsecured Creditors CARROLLTON GRAPHICS: Case Summary & Largest Unsecured Creditors CASMYN CORP: Order Approves Disclosure Statement DECISIONONE CORPORATION: Case Summary DECISIONONE HOLDINGS: Case Summary & Largest Unsecured Creditors ENTEX INFORMATION SERVICES: Revenues Down; Net Loss Down FORCENERGY INC: Emerges from Chapter 11 GARDEN BOTANIKA: Hearing on Exclusivity Extensions GRAHAM-FIELD: Seeks Extension of Time To Assume/Reject Leases IRIDIUM: Creditors of Iridium Ask To Sue Motorola JUST FOR FEET: Footstar Announces Purchase of Assets KCS ENERGY: Seeks Authority to Assume Retention Agreements LATTICE SEMICONDUCTOR: Holdings of Stock Reported to SEC LENOX HEALTHCARE: Seeks To Extend Exclusivity MARVEL ENTERPRISES: New President of Publishing & New Media NET TELECOMMUNICATIONS: Order Confirms Liquidation Plan NEW YORK MEDICAL: Case Summary and 20 Largest Unsecured Creditors NON-HOMOGENIZED PRODUCTIONS: Case Summary & Unsecured Creditors PARAGON TRADE BRANDS: Holders Report Stock Ownership PHILLIPS & KING: The Havana Group Signs Letter of Intent QUEEN SAND RESOURCES: Comerca Bank Reports Stock Holdings RURAL/METRO CORP: S&P cuts ratings to CCC SC NEW HAVEN: Committee Objects To Disclosure Statement TAESA: Mexican Airline Grounded and Bankrupt TEXFI INDUSTRIES: Announces Chapter 11 Filing TEXFI INDUSTRIES: Case Summary and 20 Largest Unsecured Creditors THE SINGING MACHINE COMPANY: Revenues Increase 99% TRISM, INC: Announces Exit from Chapter 11 TULTEX: To Retain Binswanger Southern Inc WORLD ACCESS: S&P May Still Change CCC-Plus Debt Rating ********* ADVANCED RADIO TELECOM: Reports Winstar Merger ---------------------------------------------- Advanced Radio Telecom Corporation reports that effective December 31, 1999, Winstar LHC1 LLC was merged into Winstar. On February 3, 2000, as a result of the sale of all of the shares of Advanced Radio Telecom owned by Winstar, Winstar ceased to be the beneficial owner of any shares of Advanced Radio Telecom. Sales of the shares of the company owned by Winstar were made by Winstar on the following dates: Date Number of Shares Sold ---- --------------------- 1/21/00 78,000 1/24/00 100,000 1/26/00 50,000 1/27/00 75,000 1/28/00 100,000 1/31/00 25,000 2/1/00 5,000 2/3/00 2,880,864 ARM FINANCIAL GROUP: Khalilzad Sells Stock ------------------------------------------ David Khalilzad, during the month of January, 2000, divested his holdings of Arm Financial Group Inc. by 610,000 shares of common stock. Mr. Khalilzad now beneficially owns 7.938% of the outstanding shares of common stock of the company, represented by the 1,890,000 shares he retained. He exercises sole voting and dispositive powers over the remaining shares. The sale of the shares of common stock were made on the following dates, in the listed numbers/price: DATE SOLD SHARES SOLD PRICE PER SHARE 01/24/00 50,000 $0.0450 01/24/00 100,000 0.0450 01/25/00 200,000 0.0400 01/26/00 260,000 0.0405 ------- 610,000 BARRIER MOTOR: Case Summary and 17 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Barrier Motor Fuels, Inc., a Corp 184 West Main Street Tarrytown, New York 10591 Type of Business: Operates a gasoline distribution business. Petition Date: February 14, 2000 Chapter 11 Court: S. Dist. of New York Judge: Adlai S. Hardin Jr. Debtor's Counsel: Jonathan S. Paternak Rattet Hollander & Pasternak, LLP 550 Mamaroneck Ave-Ste 510 Harrison, NY 10528 (914) 381-7400 Fax:(914) 381-7406 Email:jsp@rattetlaw.com Robert L. Rattet Rattet Hollander & Pasternak, LLP 550 Mamaroneck Ave-Ste 510 Harrison, NY 10528 (914) 381-7400 Total Assets: $ 5,190,167 Total Debts: $ 8,844,556 17 Largest Unsecured Creditors Century Management $ 543,511 Mobil Oil Corp $ 144,196 Pappito Construction $ 96,737 Westmore Fuel $ 90,116 Mystic Bulk Carriers $ 89,277 Warex Terminal $ 80,000 Joseph H. Stomel & Sons $ 60,768 Ensign Petroleum $ 47,985 Jeffrey Shumejda $ 41,842 Harold Levinson Associates $ 40,514 Getty Petroleum $ 28,949 Plunkett & Jaffe $ 22,907 Lippolis Electric $ 19,150 Hudson Capital Inc. $ 17,500 Diamond Diary $ 13,107 Sterling & Sterling $ 14,033 Elite Action Fire $ 13,107 CARROLLTON GRAPHICS: Case Summary & Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Carrollton Graphics, Inc. 707 Canton Road PO Box 68 Carrollton, OH 44165 Type of Business: Printing company. Petition Date: February 9, 2000 Chapter 11 Court: District of Delaware Judge: Joseph J. Farnan Jr. Debtor's Counsel: David M. Fournier Pepper Hamilton, LLP Suite 1600, 1201 Market Street PO Box 1709 Wilmington, DE 19899-1709 (302)777-6500 Total Assets: $ 20,187,000 Total Debts: $ 20,187,000 20 Largest Unsecured Creditors The Ink Company $ 652,554 Kodak Polychrome Graphics $ 269,673 Millenium Group $ 241,981 Publishers Paper Sales $ 236,384 McKeon Paper $ 141,728 Xpedex $ 123,007 ROL Paper, Inc. $ 113,642 Edgewood Paper Co. Inc. $ 84,409 Case Paper Co. Inc. $ 76,614 Graphic Communications $ 76,119 McGrann Paper Central $ 68,666 Con-Way Southern Express $ 64,240 Midsouth Pulp & Paper, Inc. $ 59,369 Tripap Inc. $ 56,547 Cincinnati Cordage Paper $ 54,760 United Parcel Service $ 53,812 Grant Paper Co. Inc. $ 48,974 Roosevelt Paper Co. $ 48,484 Con-Way Central Express $ 48,457 Sabin Robbins Paper Co. $ 38,372 CASMYN CORP: Order Approves Disclosure Statement ------------------------------------------------ The Disclosure Statement of Casmyn Corp. was approved by Judge Arthur M. Greenwald on February 3,2000. A hearing on confirmation of the plan shall take place at 9:00 AM on March 31, 2000. DECISIONONE CORPORATION: Case Summary ------------------------------------- Debtor: DecisionOne Corporation A Subsidiary of DecisionOne Holdings 50 E. Swedesford Rd. Frazer, PA 19355 Petition Date: February 14, 2000 Chapter 11 Court: District of Delaware Judge: Sue L. Robinson Type of Business: Provision of computer maintenance and technology support services. Debtor's Counsel: Joel A. Waite James L. Patton, Jr. Young Conaway Stargatt & Taylor, LLP 11th Floor, Rodney Square North PO Box 391 Wilmington, Delaware 19899-0391 (302)571-6600 Michael E. Wiles Debevoise & Plimpton 875 Third Avenue New York, NY 10022 (212) 909-6000 Total Assets: $ 324,013,644 Total Debts: $ 915,899,912 DECISIONONE HOLDINGS: Case Summary & Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: DecisionOne Holdings Corp. 50 E. Swedesford Rd. Frazer, PA 19355 Petition Date: February 14, 2000 Chapter 11 Court: District of Delaware Type of Business: Holding company and operating subsidiary of which provides computer maintenance and technology support services. Debtor's Counsel: Joel A. Waite James L. Patton, Jr. Young Conaway Stargatt & Taylor, LLP 11th Floor, Rodney Square North PO Box 391 Wilmington, Delaware 19899-0391 (302)571-6600 Michael E. Wiles Debevoise & Plimpton 875 Third Avenue New York, NY 10022 (212) 909-6000 Total Assets: $ 4,080,000 Total Debts: $ 633,197,928 17 Largest Unsecured Creditors State St Bank & Trust Co. Ind Trustee $ 110,600,000 Cerberus Partners, LP Guaranty $ 130,028,159 Franklin Mutual Advisers Guaranty $ 75,770,199 Van Kampen: PRIT Guaranty $ 47,850,000 PAM Capital Funding Guaranty $ 36,839,436 Goldman Sachs Guaranty $ 22,728,879 Merrill Lynch, Pierce, Fenner & Smith, Inc. Guaranty $ 18,237,500 Bear Stearns & Co. Guaranty $ 16,336,000 Credit Lyonnais Guaranty $ 16,558,000 Prime Income Trust Guaranty $ 14,737,499 Bank of Nova Scotia Guaranty $ 13,636,000 Mass Mutual Life Ins. Co. Guaranty $ 12,420,000 ML XII Paramount Guaranty $ 12,281,250 ML CLO XIX Sterling (cayman) LTD Guaranty $ 10,752,955 KZH Pamco Guaranty $ 9,849,624 First Chicago Guaranty $ 9,740,000 Merita Bank Guaranty $ 9,740,000 ENTEX INFORMATION SERVICES: Revenues Down; Net Loss Down -------------------------------------------------------- ENTEX, a company engaged in principally one line of business, is a provider of distributed computing management solutions to meet the support requirements of Fortune 1000 companies and other large enterprises for their local-area networks, wide-area networks, and end-users. ENTEX provides a single source of service for its customers' personal computer ("PC") and server platforms including system design, operations support and change management. The company's revenues were $112.4 million for the three months ended December 26, 1999 as compared to $121.1 million for the three months ended December 27, 1998, a decrease of $8.7 million or 7.2%. The decline reflects softness in consulting services as customers deferred non mandatory projects as a result of concerns regarding Y2K. The net loss for the three months ended December 26, 1999 was $8.4 million as compared to net loss of $34.8 million for the three months ended December 27, 1998. Consolidated net loss for the six months ended December 26, 1999 was $7.8 million compared to consolidated net loss of $48.6 million in the six months ended December 27, 1998. The results for the six months ended December 26, 1999 include income from discontinued operations of $5.8 million. Excluding this income, the net loss for the six months ended December 26, 1999 would have been $13.6 million. Revenues were $236.0 million for the six months ended December 26, 1999 as compared to $235.0 million for the six months ended December 27, 1998, an increase of $1.0 million or 0.4%. On January 24, 2000, the company's Board of Directors authorized management actions that will result in the reorganization of ENTEX's business to create a more streamlined organization which the company says will make it more competitive, increase the sales efforts and return the business to profitability. FORCENERGY INC: Emerges from Chapter 11 --------------------------------------- Forcenergy Inc (OTCBB:FENYQ.OB) today announced that it has completed, along with other requirements, its exit financing arrangements and that its Plan of Reorganization has become effective. This is the final step in the Company's emergence from Chapter 11. The exit financing consists of $320 million in senior secured bank loans comprised of a new $250 million senior secured revolving credit facility with an initial borrowing base of $250 million and a new $70 million senior secured term loan. The Company's existing bank group led by ING (U.S.) Capital LLC is providing both of these new credit facilities. These facilities replace the $320 million senior secured revolving credit facility in place prior to the Chapter 11 filing in March 1999. The Company will, as a part of its Plan of Reorganization, initiate a rights offering for $40 million in preferred stock. The rights offering will be available to all members of the general unsecured class. To the extent that any of the $40 million offering is undersubscribed, a group of four previous holders of the Company's senior subordinated notes have agreed to purchase any unsubscribed portion. The proceeds from the rights offering will be used to reduce outstandings under the $250 million senior secured revolving credit facility. Distributions of the new common stock and warrants to unsecured creditors and previous shareholders, as outlined in the Plan of Reorganization, are expected to be made in four to six weeks. As previously announced, the holders of general unsecured claims will receive a pro-rata distribution of 23,040,000 new Forcenergy common shares while the holders of Forcenergy's existing common stock will receive a pro-rata distribution of the following: -- 960,000 new Forcenergy common shares; -- 240,000 four-year warrants to acquire new Forcenergy shares at a price of $16.67; and -- 240,000 five-year warrants to acquire new Forcenergy shares at a price of $20.83. The Company expects its new stock to trade on the NASDAQ National Market under the symbol "FORC" following the acceptance of an application for listing. Until the application for listing is approved, the Company anticipates that the new common stock will trade on the OTC Bulletin Board. The Company's current management will lead the reorganized company and the current four-member Board of Directors will be expanded to nine members. New members of the Board of Directors are: -- Michael F. Bennet and Clifford B. Hickey - Anschutz Investment Company; -- Stephen A. Kaplan and B. James Ford - Oaktree Capital Management LLC; and -- Gregory P. Pipken - Lehman Brothers Inc "The Company has, through its reorganization, obtained a strong balance sheet with a capital structure that allows us to rebuild and expand the Company while also having the financial capability to withstand temporary downturns in the price of oil and gas like those seen in 1998 and the first quarter of 1999. We have an active drilling program budgeted in the Gulf of Mexico and are continuing the development of the Redoubt Shoal project in the Cook Inlet. The Redoubt Shoal platform will be delivered from Korea in the second quarter of this year and initial drilling is expected to commence in the fourth quarter," commented Stig Wennerstrom, chairman of Forcenergy Inc Forcenergy Inc is an independent oil and gas company engaged in the exploration, acquisition, development, exploitation and production of crude oil and natural gas. Forcenergy's primary areas of operations are the Gulf of Mexico and Cook Inlet, Alaska. Forcenergy currently produces approximately 20,500 barrels of oil per day and 135 million cubic feet of natural gas per day. GARDEN BOTANIKA: Hearing on Exclusivity Extensions -------------------------------------------------- Garden Botanika Inc. file a motion to extend the debtor's exclusive time in which to file and obtain acceptance of a Chapter 11 plan until March 1, 2001 and May 30, 2001 respectively. A hearing on the motion will be held on February 25, 2000 at 11:00 AM before the Honorable Karen A. Overstreet, US Bankruptcy Court, Seattle, WA. GRAHAM-FIELD: Seeks Extension of Time To Assume/Reject Leases ------------------------------------------------------------- The debtors, Graham-Field Health Products, Inc., et al. seek a court order extending the debtors' time to assume or reject unexpired leases of nonresidential real property by 120 days, through and including June 26, 2000. Current management is in the process of analyzing the best course of action to maximize the value of the debtors' estates and developing a business plan. The debtors are analyzing the strengths and weaknesses of the various distribution and manufacturing locations. The success of the debtors' business plan will depend upon each manufacturing and distribution center fitting within the context of the business plan. The analysis of each lease will depend upon the determination of which areas should be consolidated , if any. The debtors do not want to reject or assume a lease prematurely. IRIDIUM: Creditors of Iridium Ask To Sue Motorola ------------------------------------------------- A group of creditors of Iridium, the bankrupt US satellite phone concern, asked the bankruptcy court for permission to file a suit seeking $2 Billion in damages against the company's former parent, Motorola. The creditors' committee alleges that Motorola helped prevent Iridium from paying its debts. The group said it was seeking action against Motorola because of the reluctance of Iridium to go against one of its main financiers and one-time owner. The group is expected to seek all $3.5 Billion in creditor claims from Motorola and a hearing is scheduled for March 1 on its request for legal action. JUST FOR FEET: Footstar Announces Purchase of Assets ---------------------------------------------------- Footstar, Inc. (NYSE: FTS) announced that it has entered into an agreement to acquire certain assets of Just For Feet, Inc. (NASDAQ:FEETQ), the athletic footwear and apparel retailer, including the Just For Feet name, 79 Just For Feet superstores, 23 specialty retail stores, the Internet business and the Corporate headquarters building located in Birmingham, Alabama, for a total purchase price of $69.7 million in cash and the assumption of certain merchandise letters of credit for $2.9 million. This consideration is exclusive of amounts that Just For Feet, Inc. will receive for the sale of other assets to successful bidders. The transaction, which we currently expect will be accretive in 2000, provides Footstar with new growth opportunities to significantly accelerate the Company's long-term growth rate. It builds upon the Company's leadership position in the athletic footwear and apparel marketplace, and enables the Company to enter the superstore segment of the footwear industry. Footstar's plans are to leverage its state-of-the-art distribution capabilities and its existing infrastructure to lower operating expense and improve the profitability of the stores it is acquiring. The acquisition will solidify Footstar's position as the nation's third largest footwear retailer and the second largest retailer of athletic footwear and apparel. Footstar achieved sales of $1.88 billion in 1999, including sales of $643 million in 1999 in its Footaction chain of athletic footwear and apparel stores. The Just For Feet stores to be acquired are expected to generate more than $400 million in annualized sales. The acquisition of the Just For Feet superstores provides Footstar with access to a new suburban, value-conscious customer that prefers the off-mall, big-box superstore format with its dominant assortment. This new customer base complements Footaction's core 12-24 year-old fashion-oriented customer. Footstar plans to operate the Just For Feet superstores as a third division of the Company and to maintain the Just For Feet brand name. The acquisition also provides Footstar with what the Company believes are excellent specialty store locations, including a heavy concentration of stores in the Midwest, a geographic region currently underserved by Footaction. The new specialty stores include very attractive locations in Chicago and Detroit, two markets recently identified for expansion as part of Footaction's urban growth strategy. Plans are to convert the specialty stores, which currently operate under the Imperial Sports and Athletic Attic brand names, to Footaction stores immediately after the acquisition. The agreement with Just For Feet, which filed for Chapter 11 protection on November 4, 1999, is expected to be completed by the end of the first quarter subject to, among other things, Bankruptcy Court and regulatory approvals. The transaction is expected to be financed through bank borrowings. A new three-year $400 million credit facility that Footstar has negotiated with FleetBoston Financial through its subsidiary Fleet National Bank, will replace Footstar's existing $300 million facility that expires in September of this year. FleetBoston Robertson Stephens is the lead arranger for the transaction. Merrill Lynch advised Footstar on the acquisition. Footstar, Inc., headquartered in Mahwah, New Jersey, is a leading footwear retailer. As of January 29, 2000, the Company's Footaction division, headquartered in Irving, Texas, near Dallas, operated 537 mostly mall-based stores in 45 states, Puerto Rico, and the U.S. Virgin Islands, which sell branded athletic footwear and apparel. The Company's Meldisco division is a leader in the discount footwear segment, operating 2,487 leased footwear departments, primarily in Kmart stores. KCS ENERGY: Seeks Authority to Assume Retention Agreements ---------------------------------------------------------- The debtors, KCS Energy, Inc., et al. seek to assume all of the Retention Agreement with their Key employees. Under the Retention Agreements, the Key Employees have agreed to forego one half of their 1999 incentive bonuses. Under the applicable Retention Agreements, 17 officers and other employees of the debtors will be entitled to receive up to approximately $208,689 in aggregate Retention Bonuses on or before April 1, 2000. Up to an additional $183,547 in Retention Bonuses may become due and payable on September 1, 2000. Given the relatively small size of the debtors' workforce (less than 200 people), the loss of even a few key employees could, according to the debtors, seriously damage their ability to operate and reorganize their businesses. LATTICE SEMICONDUCTOR: Holdings of Stock Reported to SEC -------------------------------------------------------- J.& W. Seligman & Co. Incorporated and William C. Morris, beneficially own 6,364,800 shares of the common stock of Lattice Semiconductor Corporation, sharing voting powers, and 6,433,846 shares over which the share dispositive powers. These holdings represent 13.42% of the outstanding common stock of the company. William C. Morris, as the owner of a majority of the outstanding voting securities of J. & W. Seligman & Co. Incorporated, may be deemed to beneficially own the shares reported by J. & W. Seligman. Seligman Communications & Information Fund, Inc. owns 4,600,000 shares of the common stock with shared voting and dispositive powers, representing 9.59% of the outstanding shares of common stock of Lattice Semiconductor. J. & W. Seligman & Co. Incorporated, as investment adviser for Seligman Communications and Information Fund, Inc., may be deemed to beneficially own the shares reported here by the Fund. Accordingly, the shares reported here by J. & W. Seligman include those shares separately reported here by the Fund. LENOX HEALTHCARE: Seeks To Extend Exclusivity --------------------------------------------- The debtors, Lenox Healthcare, Inc., seek to extend the exclusive periods during which the debtors may file reorganization plans and solicit acceptances of such plans. The debtors request entry of an order further extending the plan proposal period through and including June 30, 2000 and the solicitation period through and including August 29, 2000. The debtors believe that they will need an additional 120 days to develop, negotiate, and propose a reorganization plan. The debtors state that their cases are unquestionably large and complex. The debtors assert that they have acted to stabilize their business so as to provide the foundation for a successful reorganization. The debtors have eliminated approximately 25% of its corporate staff positions to reduce overhead and they have streamlined their operations by rejecting six leases and 131 executory contracts one management agreement. The debtors state that they have been working with Arthur Andersen LLP, the debtors' financial advisors, to draft a business plan, and have been in continued contact with the Committee. MARVEL ENTERPRISES: New President of Publishing & New Media ----------------------------------------------------------- In a move designed to strengthen the company's core publishing business and bolster its online presence, Marvel Enterprises, Inc. (NYSE:MVL), has re-hired former Marvel executive Bill Jemas to the newly created position of President of Publishing & New Media. The announcement was made today by Marvel CEO Peter Cuneo. In his new position, Mr. Jemas will be responsible for overseeing all publishing, brand management and licensing activities for the company. He will also be a contributor to the company's Internet strategy and operations. In addition to overseeing and evaluating the company's current operations in these areas, he will spearhead the development of new publishing endeavors and business ventures designed to enhance the image of Marvel and its superhero brands. Mr. Jemas will report directly to Mr. Cuneo in the New York office. Mr. Jemas originally worked with Marvel from 1992 - 1996, where he served as the president of Fleer Entertainment Group and Fleer Corp.(formerly owned by Marvel) prior to becoming the executive vice president of Marvel Entertainment Group. During his initial tenure with the company, Mr. Jemas' major accomplishments were creating a successful mass-market children's book publishing business and negotiating multi-property licensing deals with major entertainment companies, such as Warner Brothers, Disney, Fox and Viacom. Prior to re-joining Marvel, Mr. Jemas was most recently the Executive Vice President, MSG Sports. In this capacity, he managed more than 40 sporting events that took place at Madison Square Garden. He also oversaw MSG's Sponsorship Group and the MSG Collection, which produces and distributes MSG and team- identified merchandise. Earlier in his career, he served as vice president, business development and business affairs for the National Basketball Association, where he was instrumental in re- organizing NBA Properties into one of the League's most successful divisions. Marvel Enterprises, Inc. is one of the world's leading entertainment companies with operations in the licensing, comic book publishing and toy businesses. The company was formed on October 1, 1998 upon the emergence of Marvel Entertainment Group, Inc. from bankruptcy and its merger with Toy Biz, Inc. Through its ownership of over 3,500 proprietary characters, the company has published comic books for over 60 years in over 70 countries. Marvel licenses the right to use its characters in a wide range of consumer products such as video games, interactive software and apparel, as well as for television series and feature films. For additional company information visit the company's corporate web-site http://www.marvel.com. NET TELECOMMUNICATIONS: Order Confirms Liquidation Plan -------------------------------------------------------- The plan filed by Net Telecommunications, Inc. and NTI Telecom Inc. on November 19, 1999, was confirmed by the US Bankruptcy Court, District of Nevada on January 24, 2000. NEW YORK MEDICAL: Case Summary and 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: New York Medical Group, PC 110 East 69th Street 22nd Floor New York, NY 10022 Petition Date: February 14, 2000 Chapter 11 Court: S. Dist. of New York Judge: Stuart M. Bernstein Debtor's Counsel: Mitchell G. Mandell Reed Smith Shaw & McClay LLP 375 Park Avenue 17th Floor New York, NY 10152 (212)521-5400 Fax:(212)521-5450 Email:mgmadel@rssm.com Total Assets: $ 9,410,000(listed as total funds available) Total Debts: $ 9,261,000(listed as total monthly expenses) Not sure if these are the real assets & debts. 20 Largest Unsecured Creditors American Datagraph, Inc. $ 13,402 Alvin Mund, MD $ 45,000 BI Radiation/Oncology $ 50,333 Caligor Medical Supply $ 129,075 Chairman-Montefiore Med. $ 43,882 District 1199 Benefit Fund $ 76,066 Estate of Rafael Beltran $ 45,000 George Tsamparlia, MD $ 45,000 H&M Hecker PT, PC $ 28,936 HIP Health Plan of New $ 333,271 Konica Medical Corp. $ 20,536 Montefiore Med. Center $ 114,000 Nick Roselli, MD $ 12,900 NYMG Profit Sharing Plan $ 1,105,773 NYMG Retirement Plan & Trust $ 1,732,926 Ronald Walker, MD $ 19,503 St. Charles Hospital & Rehab $ 19,200 The Guardian Life $ 119,276 The St.John Companies $ 13,646 United Staffing Systems $ 15,403 NON-HOMOGENIZED PRODUCTIONS: Case Summary & Unsecured Creditors ---------------------------------------------------------------- Debtor: Non-Homogenized Productions Ltd. c/o Goodkind Labaton Rudoff & Sucharow 100 Park Avenue New York, NY 10017 Mailing Add: PO Box 560 Radio City Station New York, NY 10101-0560 Type of Business: Film and video production company Petition Date: February 9, 2000 Chapter 11 Court: S. Dist. of New York Judge: Stuart M. Bernstein Debtor's Counsel: Myron S. Lehman Lehman, Lehman & Gruber 70 South Orange Avenue Livingston, NJ 07039 (973) 740-0770 Total Asseta: $ 4,000,001 Total Debts: $ 3,080,275 20 Largest Unsecured Creditors UMG Recordings Inc. $ 3,000,000 Camera Service Center $ 25,000 Paris Film Prod. Ltd. $ 14,924 Visa $ 8,902 Dollar Rent-a-Car $ 8,455 City of New York $ 3,598 Central Prop. of 49th St $ 2,000 Elizabeth & Michael Pantellis $ 1,800 Premier Catering $ 1,515 Soul's Ablaze $ 1,503 AT&T Long Distance $ 1,043 North General Hospital $ 1,043 Allmerica Financial/Hanover In $ 1,000 Dr. Jamie Korvetz $ 1,000 Federal Express $ 1,000 NY City Dept. of Finance $ 1,000 Pride Equipment Corp. $ 796 Bell Atlantic of NY $ 653 Fire Dept. of NY $ 630 Odds Costume Rental $ 564 PARAGON TRADE BRANDS: Holders Report Stock Ownership ---------------------------------------------------- Co-Investment Partners, L.P., CIP Partners LLC, Christian A. Melhado and Walter M. Cain beneficially own 2,401,953 of the common stock of Paragon Trade Brands Inc. They share voting and dispositive powers. The stock represents 20.2% of the outstanding common stock of the company. CIP was formed in order to engage in the business of acquiring, holding and disposing of investments in various companies. CIPP is the sole general partner of CIP. Christian A. Melhado and Walter M. Cain are managing members of CIPP. As managing members of CIPP, Christian A. Melhado and Walter M. Cain have the ability to direct the investment and voting decisions of CIP and CIPP and therefore, may be deemed to have investment and voting discretion with respect to securities beneficially owned by CIP and CIPP. On January 28, 2000, CIP purchased the shares from Paragon for an aggregate purchase price of $24,019,530, or $10.00 per share, under an Assignment and Assumption Agreement dated January 28, 2000 between CIP and PTB Acquisition Company, LLC, a Delaware limited liability company, and a Stock Purchase Agreement dated November 16, 1999, between PTBA and Paragon. All of the funds used by CIP to acquire the 2,401,953 shares of common stock were contributed to CIP by the general and limited partners of CIP. PHILLIPS & KING: The Havana Group Signs Letter of Intent -------------------------------------------------------- The Havana Group, Inc. (OTC Bulletin Board: HVGP), announced that it had entered into a Letter of Intent for the purchase of Phillips & King, International, Inc. ("P&K"). Terms of the transaction were not disclosed pending resolution of P&K's Chapter 11 proceedings. Phillips & King International, Inc. is a California based wholesale distributor of smoking products. P&K is currently in a Chapter 11 bankruptcy proceeding and the acquisition by The Havana Group, Inc. is contingent upon many things, including, without limitation, a successful reorganization of the company and The Havana Group, Inc.'s completion of adequate financing. If successful, The Havana Group, Inc. intends to restructure to a web-based business-to-business wholesale distribution company. The acquisition of P&K would add approximately $14 million to the sales of The Havana Group, Inc. based upon 1999 sales performance. The Company anticipates that, while neither The Havana Group nor P&K recorded profits in 1999, the consolidation is expected to improve The Havana Group, Inc.'s operating results. No assurances can be given that the transaction will be completed, or if successful, that the Company's operations will be profitable. The Havana Group Inc. is a direct marketer of tobacco products including smoking pipes, tobaccos, make-your-own cigarettes, cigars, and accessories, which it sells in catalogs with annual circulation in excess of 500,000 per year and through its Internet website www.smokecheap.com . The Company also designs its own-patented lines of smoking pipes, which it manufactures at its production facility in Bristow, Oklahoma. QUEEN SAND RESOURCES: Comerca Bank Reports Stock Holdings --------------------------------------------------------- Comerca Bank owns 6,600,000 shares of the common stock of Queen Sand Resources, Inc., of Texas. This amounts to 19.36% of the outstanding shares of the common stock of Queen Sand. The bank holds sole power to vote, or to direct the vote, on the shares held. RURAL/METRO CORP: S&P cuts ratings to CCC ----------------------------------------- Standard & Poor's lowered its corporate credit, senior unsecured debt, and bank loan ratings for Rural/Metro Corp. to triple-'C' from single-'B'-plus. In addition, these ratings remain on CreditWatch with negative implications, where they were placed on Jan. 27, 2000 following Standard & Poor's heightened concern relating to Rural/Metro's continued weak operating performance and more limited financial flexibility. The company previously announced that it anticipated incurring significant charges as a result of implementing a restructuring program. About $350 million of debt and bank loans are affected. The downgrade and CreditWatch placement reflect Standard & Poor's ongoing concerns with Rural/Metro's liquidity position in light of recent weaker-than-expected operating results and the potential for a bankruptcy filing. While the company is implementing a restructuring plan and received a waiver of covenant compliance from its banks, Rural/Metro will remain challenged to meet seasonal operating requirements and its March 15 interest payment without access to additional sources of capital. The amount and timing of any potential cash inflows remain uncertain and are of growing concern given that the bank waiver expires March 14, 2000. SC NEW HAVEN: Committee Objects To Disclosure Statement ------------------------------------------------------- The Official Committee of Unsecured Creditors of SC New Haven Corporation and its debtor affiliates objects to the Disclosure Statement with respect to the debtors' first amended joint plan of liquidation. The Committee asserts that it was not invited to participate in the negotiations of the debtors. The Committee does not support the plan and believes that it is deficient on many grounds. According to the Committee, the plan provides "no clue" as to the amount Class 7 claimants can expect to receive under the plan. The Committee also objects to global, general releases for the debtors, Beckerman and the Bank Group. The Committee states that it has barely begun its investigation into possible pre-petition causes of action against officers and directors, including Beckerman, for which there is a $10 million officers and directors liability policy in place. Further, the Committee points out that the Disclosure Statement fails to disclose that the debtor recently receive a $4 million offer to purchase the debtors' facility, that there is no explanation for the propriety of substantive consolidation, and that the Disclosure Statement fails to set forth which assets remain - with a projected recovery analysis -to fund Beckerman's class 5 subrogation claim. This information is crucial to a determination as to whether the proposed settlement among the parties is in the best interests of the estates. TAESA: Mexican Airline Grounded and Bankrupt -------------------------------------------- Grounded Mexican airline Taesa said yesterday that it is virtually bankrupt and is not able to pay a debt six times greater than the value of its assets, according to Reuters. The airline, the third largest in Mexico, has been grounded since November following a fatal crash. The company said its liabilities are about $380 million and assets are about $60 million. Today a judge is set to rule on Taesa's petition to temporarily suspend payments of an estimated $400 million in debts. The largest creditor is the government's IPAB bank deposit guarantee fund. Taesa is also facing a labor dispute with more than 3,500 employees owed back pay since Jan. 30, who have threatened to go on strike on Friday. Analysts agree the airline can only avoid bankruptcy by finding a partner willing to invest about $130 million into the company. TEXFI INDUSTRIES: Announces Chapter 11 Filing --------------------------------------------- Texfi Industries, Inc. (OTC Bulletin Board: TXFIE) announced today it has filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code. The filing was made in the Southern District of New York. Texfi announced it has retained the services of Ernst and Young Restructuring LLP and McDermott, Will & Emery to assist in the Company's reorganization. Andrew Parisi, Texfi's Chairman of the Board, CEO and President, said today, "During the past two years, imports have negatively impacted the domestic textile and apparel industry. Texfi has suffered a significant reduction in volume. The volume decline we incurred over this period of time has, unfortunately, compelled us to restructure our debt through a financial reorganization under a Chapter 11 filing. This filing will significantly reduce our debt and should provide a firm financial framework upon which Texfi can continue to operate and prosper. While we have attempted to work outside of a reorganization over the past 18 months, the financial burdens imposed by our lenders encourage us to take this action now. We expect the restructuring to make Texfi a healthier company, one which will better serve and satisfy our customers' needs and remain a leader in our industry. "Texfi expects to have the working capital needed to meet our daily business obligations and inventory requirements necessary to continue to service our customers in a timely and efficient manner. As a leader in the textile industry, Texfi will remain a vigorous and active participant. All of our key management personnel are committed to market and manufacture high quality woven fabrics." Texfi Industries, Inc. is a diversified manufacturer and marketer of various textiles. The Company produces woven finished fabrics which are sold throughout the United States and exported to European and Asian markets. TEXFI INDUSTRIES: Case Summary and 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Texfi Industries, Inc. 1430 Broadway 13th Floor New York, NY 10018 Type of Business: In the business of manufacturing and marketing woven, dyed and finished synthetic fabrics, principally rayon and some wool blends. The debtor sells its products to the menswear, children's wear, uniform, residential and hotel furnishings markets. Petition Date: February 15, 2000 Chapter 11 Court: S. Dist. of New York Judge: Arthur J. Gonzales Debtor's Counsel: Stephen B. Selbst McDermott, Will & Emery 50 Rockfeller Plaza New York, NY 10020 (212)547-5400 Fax:(212)547-5444 Email: sselbst@mwe.com Total Assets: $ 54,900,000(approx) Total Debts: $ 94,300,000(approx) 20 Largest Unsecured Creditors Norwest Bank Minn. Public indebtedness $ 34,371,000 Unifi, Inc. Trade debt $ 8,076,809 State St. Corp Public indebtedness $ 2,354,000 Dillon Yarn Trade debt $ 1,200,765 City of Rocky Mount Elec, Water & Sewer Natural Gas Utility Services $ 1,177,929 Clariant Corp. Trade Debt $ 405,006 Nat'l Spinning Trade Debt $ 285,255 High Point Chemical Trade Debt $ 146,453 Yorkshire America Trade Debt $ 136,755 Nash County Tax Taxes $ 118,787 Electric Motor Shop Trade Debt $ 116,344 Cumberland County Tax Collector Taxes $ 104,125 Process Chemicals Trade Debt $ 95,644 Lenzing Bank of America Trade Debt $ 92,325 Yorkshire Pat-Chem Trade Debt $ 125,124 Prillaman Chemical Trade Debt $ 115,565 Crompton & Knowles Trade Debt $ 103,497 CKR/Deep River LLC Trade Debt $ 92,578 Burlington Chemical Trade Debt $ 93,169 Georgia Power Co. Utility Service $ 86,710 THE SINGING MACHINE COMPANY: Revenues Increase 99% -------------------------------------------------- The Singing Machine Company Inc., incorporated in Delaware in 1994, together with its wholly owned subsidiary, International HK, Ltd., engages in the production and distribution of karaoke audio software and electronic recording equipment. The company's electronic karaoke machines and audio software products are marketed under The Singing Machine trademark. The company's products are sold throughout the United States, primarily through department stores, lifestyle merchants, mass merchandisers, direct mail catalogs and showrooms, music and record stores, national chains, specialty stores and warehouse clubs. The company's karaoke machines and karaoke software are currently sold in such retail outlets as Target, Best Buy, Sears, J.C. Penney, Fingerhut, Sam's Clubs and Toys R Us. Total revenues increased by approximately $8,462,705 or 99%, to $16,967,618, during the first nine months of fiscal 2000 compared to the first nine months of fiscal 1999. The increase in revenues is being attributed by the company to a growing popularity of the its CD Plus Graphics machines, as well as a growing market for the music used in these machines. The CD Plus Graphics machines can be easily attached to the consumer's television set. When a special CD, which includes graphics, is played on the machine, the lyrics can be seen on the television screen for ease of following along with the music. The company realized a net gain of $2,170,652 for the first nine months of fiscal 2000 as compared to a net gain of $867,743 in the same period a year ago. TRISM, INC: Announces Exit from Chapter 11 ------------------------------------------ TRISM, Inc. (OTC Bulletin Board: TRSMQ), the nation's leading transportation company that specializes in the transportation of heavy weight,over-dimensional, environmental, and secured materials (the "Company")announced today the consummation of its Plan of Reorganization. In accordance with the Plan, the Company converted $86.2 million of existing Senior Subordinated Notes into an aggregate principal amount of $30 million of New Senior Subordinated Notes, due 2005, bearing interest at the rate of 12% per annum and 95% of the new common stock of the reorganized TRISM. Existing common stockholders will receive 5% of the new common stock of the reorganized TRISM. Under the Plan, the Company significantly reduced its long-term debt, will pay all trade debt in full, secured a multiyear $42.5 million financing arrangement and, under the direction of its current management team, will continue with its multifaceted specialized transportation and logistics operations. Ed McCormick, Chairman of the Board and Chief Executive Officer of TRISM, Inc. stated the following, "We are pleased to bring closure to this process and look forward to successfully building on a leaner and well capitalized TRISM. I would like to personally thank our customers, suppliers, lenders and management team for their support and efforts during this process. Our entire Company is excited about the opportunities at TRISM as we continue setting the standard of being the premier specialized transportation company in North America." TULTEX: To Retain Binswanger Southern Inc ----------------------------------------------------------------- By order entered February 3, 2000, the debtor, Tultex Corporation is authorized to hire Binswanger Southern (NC) Inc. as real estate agents and brokers. Binswanger is authorized to provide any and all real estate brokerage services to the debtors that are necessary or appropriate in connection with the Chapter 11 cases relating to the marketing and identification of prospective purchasers for the Martinsville Service Center under the terms described in the application and the Martinsville Listing agreement. WORLD ACCESS: S&P May Still Change CCC-Plus Debt Rating ------------------------------------------------------- The ratings on World Access were originally placed on CreditWatch with developing implications in August 1999,following the company's announced agreement to acquire FaciliCom International Inc. The CreditWatch was subsequently maintained with the company's announced letter of intent to acquire Star Telecommunications Inc. in December 1999. The acquisition of TeleSystems International, coupled with the purchase of Star Telecommunications, which is expected to close later this year, increases World Access' scale and scope in the European international telecommunications origination market. Because of this, the company's competitive positioning is expected to improve as it increasingly transitions from its traditional U.S.-originated wholesale base to more profitable retail markets both in the U.S. and abroad. The acquisition of European retail carriers Facilicom International Inc. and Long Distance International Inc., which closed in December 1999 and February 2000, respectively, has expanded the company's network capabilities and retail base. The pending acquisitions would continue this trend. However, in order to achieve significant margin improvement from currently low profit measures, the company nevertheless faces the challenge of integrating these companies' operations and achieving sustained growth in its retail customer base. World Access' financial flexibility benefits from expectations that sale of its telecommunications equipment businesses, as well as sale of other nonstrategic assets from the acquired companies, will provide a significant source of prospective cash requirements. Standard & Poor's will assess funding requirements to support the company's telecommunications services business plans, as well as performance prospects for the combined company. RATINGS REMAINING ON CREDITWATCH WITH DEVELOPING IMPLICATIONS RATING World Access Inc. Corporate credit rating B Bank loan rating B Subordinated debt rating CCC+ ********* 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. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. 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