/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/000307.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, March 7, 2000, Vol. 4, No. 46 Headlines ABACAN RESOURCE: Voluntary Assignment For Benefit of Creditors AGRIBIOTECH: Announces Interim Bankruptcy Court Order AMF BOWLING: Reports Operating Results AMRESCO S&P Lowers Ratings on Classes of Residential Securities ARM FINANCIAL: Closes Transaction With Insurance Company CARSON INC: L'Oreal Signs Definitive Acquisition Agreement EAGLE FOOD: Case Summary and 20 Largest Unsecured Creditors FAMILY GOLF CENTERS: To Defend Against Class Actions FORCENERGY: Anschutz Entities Detail Stock Holdings GARDEN BOTANIKA: Extension of Exclusivity, February Sales GENICOM: Donnellan/Glass & Assoc. Appointed President and CEO GENICOM: Seeking Financing; Bankruptcy Possibility GOLDEN OCEAN: Taps Zolfo Cooper as Bankruptcy Consultants GREAT TRAIN: Case Summary and 20 Largest Unsecured Creditors HARVARD INDUSTRIES: Annual Meeting Set for March 15 HOGIL PHARMACEUTICAL: Last Day To File Proofs of Claim IRIDIUM: McCaw In and Now Out IRIDIUM: Remains Committed To Sale LUMENYTE: Last Date To File Proofs of Claim and Interest METROTRANS: Order Fixes Bar Date NATIONSWAY: Files Disclosure Statement and Plan NORTH AMERICAN: Case Summary POCKET COMMUNICATIONS: US Objects To Disclosure Statement PRIMARY HEALTH SYSTEMS: Announces Agreement with Cleveland Clinic PRIMARY HEALTH SYSTEMS: Closing Two More Stores in Cleveland Area SIERRA-ROCKIES: Agrees to Purchase Complete Rider.com STARMET: Special Meeting Set In Lieu Of Annual Meeting TOWER AIR: El Al Interested In Possible Investment VENCOR: Application to Employ Blackstone as Investment Bankers VENCOR: To Amend DIP Financing WHIRLAWAY FROCKS: Case Summary and 20 Largest Unsecured Creditors Meetings, Conferences and Seminars ********* ABACAN RESOURCE: Voluntary Assignment For Benefit of Creditors -------------------------------------------------------------- Abacan Resource Corporation (TSE:ABC) (OTC BB:ABACF) announces that it has made a voluntary assignment for the general benefit of creditors pursuant to the Bankruptcy and Insolvency Act (Canada). All of the officers and directors of the Corporation have resigned effective March 2, 2000. AGRIBIOTECH: Announces Interim Bankruptcy Court Order ----------------------------------------------------- AgriBioTech Inc. (Nasdaq:ABTXQ) announced the entry of an interim Bankruptcy Court order authorizing the Company to enter into a Chapter 11 DIP credit facility with its pre- bankruptcy lenders. At an emergency hearing on Feb. 24, 2000, the Bankruptcy Court on an interim basis authorized the Company to enter into the DIP credit facility with Bank of America, N.A., as agent, and Deutsche Financial Services Corp., as administrative agent, for the bank group. A final hearing, at which the Bankruptcy Court is expected to consider approving the facility on a permanent basis, has been scheduled for March 22, 2000. Under the Bankruptcy Court's interim order, the Company may borrow only up to $23 million under the credit facility until the facility is finally approved. The Company can give no assurance that any final order of the Bankruptcy Court regarding the credit facility can be obtained. The Company has previously determined to attempt to sell its assets in one or more going-concern sales. The Company is in the process of preparing a bid solicitation package which will be disseminated to eligible parties expressing an interest. "While we are confident that solicitation process will help maximize the value of the Company's assets, at this stage it is impossible to predict the level of interest among potential purchasers, and it remains uncertain at best whether the liquidation proceeds will be sufficient to generate any distribution to the Company's stockholders," said William J. Brandt of DSI. In papers filed with the Bankruptcy Court, representatives of the Company advised the Bankruptcy Court that the DIP credit facility was needed to provide the Company with the funding necessary to operate and maintain its businesses and to pay critical expenses during the pendency of its Chapter 11 case. "The Company requires the DIP financing in order to fund the expenditures which are critical to their on-going operations during the first few weeks of its chapter 11 case. The Company is experiencing a cash flow crisis, and needs the proposed DIP facility in order to make payroll and support its business operations," stated Bradley Sharp, a principal of Development Specialists, Inc., a court-appointed reorganization consultant to the Company. Counsel for the Company argued that, absent the funds to be advanced under the DIP credit facility, the Company would have no way to continue to operate its businesses and would have to shut its doors. Before the commencement of the Company bankruptcy case, the bank group had provided the Company with a $90 million revolving line of credit. Under the DIP facility, the bank group is anticipated to provide the Company with a post-petition revolving line of credit of up to $90 million similar to the pre-petition revolving line of credit, as well as term loans in an amount equal to the sum of $8.6 million in new funds plus certain other amounts. Amounts outstanding under the term loans reduce the amount available under the revolving line. Under the DIP credit facility, the Company may request loans or financial accommodations in the form of advances under the revolving line, term loans or letters of credit according to a formula that provides for "availability." Credit under the facility will be limited based on the amount of the Company's outstanding indebtedness under the facility, outstanding accounts receivable, and inventory and certain other factors as described in the DIP credit facility agreement. Repayment of the obligations for new advances under the DIP facility effectively will be secured by all of the pre-petition and post-petition assets of the Company. The Company's "existing" debt under the pre-petition credit facility will continue to be secured by the same collateral covered under the bank group's pre-petition loan and security agreement and the proceeds of such collateral. The Company expects to make term loan borrowings of $13 million under the DIP credit facility. Of this amount, approximately $3.6 million is earmarked to enable the Company to purchase seed to satisfy certain inventory purchase orders of Home Depot, a major customer. An additional $5 million will be used to fund certain other business activities, including purchase of seed for blends and mixes, freight costs, and quality testing, needed to move products to market during the Company's critical shipping season. The balance of $4.4 million represents cash collateral usage by the Company authorized to date. The DIP credit facility terminates on July 31, 2000. However, the facility may be terminated earlier by the Company, the bank group, or otherwise as provided under the credit facility agreement, and no assurance can be given that the credit facility will remain in effect until July 31, 2000. Before obtaining interim authority to enter into the DIP facility, the Company had been operating with funds supplied under interim arrangements with its pre-petition secured lenders. This interim financing expired on Feb. 25, 2000. Following the de-listing of the Company's securities from the Nasdaq National Market on Feb. 18, 2000, the Company requested modification of its financial reporting obligations from the Securities and Exchange Commission. On March 1, 2000, after consultation with the Commission, the Company withdrew its request until further notice. For further information regarding the AgriBioTech's bankruptcy case, interested persons may turn to the Company's Web site at www.agribiotech.com. AgriBioTech is a vertically integrated, full-service seed company specializing in the forage and turfgrass sector, complete with research and development of proprietary seed varieties, seed processing plants, and a national and international distribution and sales network. AMF BOWLING: Reports Operating Results -------------------------------------- AMF Bowling, Inc., in announcing its operating results for the year ended December 31, 1999 reports consolidated revenue of $732.7 million, a 0.5% decrease compared with $736.4 million for 1998. Recurring consolidated EBITDA for 1999, before restructuring, asset impairment and other special charges, decreased 0.8% to $129.2 million compared with $130.2 million for the prior year. For the fourth quarter ended December 31, 1999, AMF reported consolidated revenue of $186.2 million, a 13.5% decrease compared with $215.2 million for the same period of 1998. Recurring consolidated EBITDA for the fourth quarter of 1999 was $40.3 million, a decrease of 3.6% compared with $41.8 million for the same period of 1998. "While I am not satisfied with the 1999 financial results, we have made positive, fundamental changes to become more customer-driven over the past twelve months," said Roland Smith, AMF's President and Chief Executive Officer. "I believe that our Products business has stabilized based on second half results and that revenue and EBITDA growth in 1999 in our Centers business was driven by significant operational improvements. Most importantly, we have established our key priorities for 2000 and we have the right plans and people in place to achieve them. Everyone at AMF is now focused to deliver better results." For the year ended December 31, 1999, Bowling Centers reported revenue of $585.7 million, an increase of 8.6% compared with revenue of $539.2 million for 1998. Constant center revenue increased 2.5% in the U.S. and 1.6% internationally in 1999 compared with 1998. Recurring EBITDA for 1999 was $143.9 million, an increase of 4.4% compared with $137.9 million for 1998. Recurring EBITDA margin for 1999 was 24.6% compared with 25.6% for 1998. The lower EBITDA margin in 1999 reflected higher payroll and maintenance expenses to support AMF's operating initiatives to improve customer service. For the quarter ended December 31, 1999, Bowling Centers reported total revenue of $157.9 million, an increase of 0.9% compared with $156.5 million for the same quarter of 1998. Constant center revenue increased 1.5% in the U.S. and 0.7% internationally in the fourth quarter of 1999 compared with 1998. Recurring EBITDA for the fourth quarter of 1999 was $42.4 million, a decrease of 6.6% compared with $45.4 million for the fourth quarter of 1998. Recurring EBITDA margin was 26.9% for the fourth quarter of 1999 compared with 29.0% for the fourth quarter of 1998. The lower EBITDA margin in the fourth quarter reflected higher payroll expense to support customer service initiatives. For the year ended December 31, 1999, Bowling Products reported revenue of $169.3 million, a decrease of 20.3% compared with $212.5 million for 1998. Recurring EBITDA for 1999 was $8.0 million compared with $10.7 million for 1998, a decrease of 25.2%. For the quarter ended December 31, 1999, Bowling Products reported revenue of $37.7 million, a decrease of 37.0% compared with revenue of $59.8 million for the same quarter of 1998. Recurring EBITDA for the fourth quarter of 1999 was $3.5 million compared with $2.2 million for the same prior year period, an increase of 59.1%. Shipments of lane equipment packages for new centers for the fourth quarter were 432 units. For 1999, NCP shipments totaled 1,343 units compared with 2,466 units for the prior year. Economic difficulties in certain Asia Pacific markets and increased competition in general continued to impact results. NCP shipments of 921 units for the second half of 1999 exceeded NCP shipments of 422 units for the first half of 1999. The ongoing Bowling Products cost reduction program resulted in a decrease of $9.3 million in selling, general and administrative expenses in 1999 compared with 1998. However, these savings were offset by a decline in gross profit resulting from lower sales volume and competitive pricing. For the year ended December 31, 1999, net loss was $162.2 million, compared with a net loss of $125.9 million, for the prior year. In 1999, the company recorded an extraordinary gain of approximately $63.9 million in connection with redeeming a portion of its outstanding zero coupon convertible debentures. Net loss before extraordinary item was $226.1 million, for 1999, and reflected restructuring, asset impairment and special charges and a $21.4 million tax expense to reserve for realization of net tax benefits. For the fourth quarter of 1999, net loss was $44.4 million, compared with a net loss of $53.9 million, for the same prior year period. As the largest owner and operator of bowling centers in the world, AMF is a leading provider of family fun and recreation. The company owns and operates 539 bowling centers throughout the world, with 417 centers in the U.S. and 122 centers in 10 other countries. AMF is also a world leader in the manufacturing and marketing of bowling products, manufactures and sells the PlayMaster, Highland and Renaissance brands of billiards tables, and owns the Michael Jordan Golf Company. AMRESCO S&P Lowers Ratings on Classes of Residential Securities --------------------------------------------------------------- Standard & Poor's today lowered its ratings on various classes of Amresco Residential Securities Corp. Mortgage Loan Trust (AMRESCO) series 1997-3 and series 1998-1. Simultaneously, Standard & Poor's affirmed its ratings on all other AMRESCO series 1997-3 and series 1998-1 certificates. The lowered ratings reflect the continued inadequacy of excess interest cash flow to cover monthly losses. This inadequacy has eroded over-collateralization. Unless collateral performance stabilizes in the near term, further rating adjustments may follow. Series 1997-3, class B-2F is currently vulnerable to nonpayment. Monthly losses to the secured mortgage pools are first absorbed by excess interest. Should losses exceed the monthly excess interest, the difference is then directed to reduce over-collateralization. Classes senior to the lowered classes are further protected from losses by the subordination of the junior classes. In the case of series 1997-3, class B-2F, losses to the secured mortgage pool have exceeded monthly excess interest by an average of 344% in seven of the last 10 months. Consequently, over-collateralization now equals US $639,139, or approximately 30% of the pool's over-collaterlization target. Should losses continue to outpace the production of monthly excess interest, the class B-2F certificates will default. The percentage of seriously delinquent loans has remained constant during the last 10 months, at an average of 9.32%. The total delinquency percentage of the pool has also remained constant during that time, at an average of 11.83%. Since issuance, losses have accounted for approximately 1.58% of the initial pool balance. Adverse mortgage pool performance is also affecting series 1998-1, class B-1F. Monthly losses are eroding over-collateralization, which currently stands at US $5.1 million, as losses have exceeded monthly excess interest in six of the last 10 months. Losses have exceeded excess interest in each monthly distribution since July 1999. Cumulative realized losses now equal approximately 1.26% of the initial collateral balance. In addition, delinquencies have increased during the last 10 months. The seriously delinquent loan rate increased from approximately 9.93% in April 1999 to approximately 12.44% in January 2000, and the total delinquency rate increased from approximately 12.53% to approximately 16.63% during the same period. The collateral backing the lowered classes consists of 15- to 30-year, fixed-rate, subprime residential mortgage pools with highest geographic concentration in California. At issuance, the second lien component represented approximately 5% of the total pool principal balance. At issuance, approximately 25% of the initial pool balance was collateralized by limited-or alternative-documentation loans, and approximately 60% was collateralized by cash-out refinancings. The original combined loan to value ratio was approximately 73%. Currently, an average 63% of the original pool balances remain outstanding, Standard & Poor's said. ARM FINANCIAL: Closes Transaction With Insurance Company -------------------------------------------------------- ARM Financial Group, Inc. (OTC Bulletin Board: ARMGA) today announced that it has closed the transaction whereby The Western and Southern Life Insurance Company (Western and Southern) acquired ARM Financial Group's (ARM) insurance subsidiaries, Integrity Life Insurance Company and National Integrity Life Insurance Company. Western and Southern is part of The Western-Southern Enterprise, a financial services group which also includes Western-Southern Life Assurance Company, Columbus Life Insurance Company, Touchstone Advisors, Fort Washington Investment Advisors, Todd Investment Advisors, Countrywide Financial Services, Capital Analysts and Eagle Realty Group. Assets owned or under management by the group exceed $20 billion. Upon completion of this transaction, such assets will total $25 billion. Western and Southern is rated A++ (Superior) for overall performance by A.M. Best, AAA (Highest) for claims paying ability by Duff & Phelps, AAA (Extremely Strong) for financial strength by Standard & Poor's and Aa2 (Excellent) for financial strength by Moody's. ARM filed for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court) on December 20, 1999. The sale of the insurance subsidiaries to Western and Southern was subject to approval by the Bankruptcy Court. On March 2, 2000, the Bankruptcy Court approved the sale after a hearing. Under the terms of the purchase agreement, the purchase price of approximately $119 million, which is subject to a number of downward price adjustments, was placed in an escrow account. It may be eighteen months or longer before any proceeds remaining in the escrow account, after taking into account the price adjustments, would be distributed to ARM. In connection with the Western and Southern purchase agreement, ARM also entered into settlement agreements with certain institutional creditors of ARM and Integrity whereby, among other things, certain obligations and contingent liabilities of ARM and its subsidiaries were extended, released or compromised, subject to the closing of the transaction with Western and Southern. To the extent that there are funds remaining in escrow after any downward purchase price adjustments, certain payments will be made to these institutional creditors for a portion of the obligations that were extended, released or compromised before any payments are made to ARM. ARM is also continuing with the liquidation or dissolution of its remaining assets. There can be no assurance that the net proceeds from any liquidation of the remaining assets and from the sale of the insurance companies (after taking into account the purchase price adjustments and the escrow provisions relating to the institutional settlement agreements) will be sufficient to satisfy the claims of ARM's creditors or enable any distribution to preferred shareholders. Moreover, ARM believes that it is extremely unlikely that there will be sufficient proceeds available to make any distribution to common shareholders. The Company expects to file a Form 8-K with the Securities and Exchange Commission as soon as possible with respect to these transactions. CARSON INC: L'Oreal Signs Definitive Acquisition Agreement ---------------------------------------------------------- L'Oreal S.A. has signed a definitive agreement to acquire Carson, Inc. of Savannah, Georgia. Carson, listed on the New York Stock Exchange, is the global leader in beauty products for the Black consumer with worldwide sales of $176 million for the last four quarters to September 1999. Cosmair, Inc., L'Oreal's wholly owned U.S. subsidiary, has entered into binding agreements with DNL Partners and other stockholders to tender their Carson shares representing a majority of the company's outstanding shares and more than 80 percent of the company's voting rights. Cosmair will launch a cash tender offer at $5.20 net per share commencing within approximately a week. The completion of the tender offer is subject to a number of conditions including the expiration of the waiting period under the U.S. Hart-Scott-Rodino Act. Upon the successful completion of the U.S. tender offer, Elebelle (PTY) Ltd., L'Oreal's wholly owned South African subsidiary, will make an offer equivalent to Rand 2.50 per share for the minority interest in Carson's South African subsidiary, the JSE-listed Carson Holdings Limited. The completion of the offer is subject to the approval of the South African Competition Commission. Lindsay Owen-Jones, chairman and CEO of L'Oreal S.A. said, "Carson gives L'Oreal an exceptional opportunity to build further on the significant progress achieved in the ethnic beauty market, following the acquisition of Soft Sheen in 1998. This acquisition is a further strategic step to enhance the Group's position in ethnic categories both in the United States and on a global basis and notably in the African region where it will offer new and exciting growth opportunities." "Our work in ethnic haircare with Soft Sheen has been a very positive experience and encouraged us to continue our investment in this market," said Guy Peyrelongue, president and CEO of Cosmair. "Cosmair believes in the ethnic haircare market and is committed to the African-American customer. Carson will be a fine complement to our company and its existing portfolio." Carson, Inc. of Savannah, Georgia, is the leading global manufacturer and marketer of hair and skin care products that are specifically formulated to address the unique characteristics of people of color. Carson sells its products in the U.S. and in more than 60 countries around the world under the leading brand names of Dark & Lovely, Gentle Treatment, Magic Shave and Ultra Sheen. Approximately 25 percent of its sales are generated in Africa. Carson Holdings Limited, based in Johannesburg, is the largest ethnic hair and personal care company in Africa. Carson employs 1,100 people worldwide, of which approximately 50 percent are in the U.S. L'Oreal S.A., based in Paris, is the world's largest beauty company, with 1999 consolidated sales of Euro 10.7 billion. Operating in more than 150 countries and employing more than 42,000 people, L'Oreal Group companies manufacture and market such well known brands as L'Oreal, Lancome, Maybelline, Laboratories Garnier, Redken 5th Ave NYC, Ralph Lauren Fragrances, Giorgio Armani Parfums, Biotherm and Helena Rubinstein. In 1998, Cosmair acquired Soft Sheen Products, Inc., expanding L'Oreal's worldwide effort to address the special hair needs of ethnic consumers. Cosmair, Inc., is headquartered in New York City and through its subsidiaries, employs a total of 7,000 people in research, administration, manufacturing and distribution facilities in New Jersey, Kentucky, Arkansas, Illinois and Colorado, as well as in Jamaica and Puerto Rico. EAGLE FOOD: Case Summary and 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Eagle Food Centers, Inc. 801 E. First Street Milan, IL 61264 Mailing Add: PO Box 6700 Rock Island, IL 61264 Type of Business: Eagle is a leading regional supermarket chain operating in the Quad Cities area of Illinois and Iowa, north, central and eastern Illinois, eastern Iowa, and the Chicago/Fox River Valley and northwestern Indiana area under the trade names "Eagle Country Market(R)" and "BOGO's." Petition Date: February 29, 2000 Chapter 11 Court: District of Delaware Bankruptcy Case No.: 00-01311 Judge: Roderick R. McKelvie Debtor's Counsel: Jay M. Goffman; Gregg M. Galardi Skadden, Arps, Slate, Meagher & Flon, LLP One Rodney Square, PO Box 636 Wilmington, DE 19899-0636; and Four Times Square, New York, NY 10036 (302) 651-3000; and (212) 735-3000 Total Assets: $ 264,889,000 Total Debts: $ 237,824,000 20 Largest Unsecured Creditors Alliance Capital Mgmt, LLC 1345 Avenue of Americas New York, NY 10105 Kafalin Kutasi 212-969-1590 Notes $ 12,550,000 Morgan Stanley Dean Witter Two World Trade Center New York, NY 10105 Matthew Shulkin 212-392-1449 Notes $ 10,185,000 Atlantic GLB CBO Collateral 2005 Market St 1 Commerce Square Philadelphia, PA 19103 Paul Longlowis 215-255-8904 215-255-1158(facsimile) Notes $ 3,000,000 Carillon Holding Ltd. 312 Elm St., Suite 2525 Cinn, OH 45202 Steve Sutermeister 513-632-1410 513-632-1439(facsimile) Notes $ 2,000,000 EDS Mellon Bank/TSI Pacific 5505 N Cumberland Ave Suite 301 Chicago, IL 60656 312-260-3100 Ron Hoppensteadt 312-419-7996 312-419-7996(facsimile) Trade Debt $ 1,051,700 Chas Levy Circulating PO Box 95117 Chicago, IL 60694 920-731-9521 Dave Trevetto 312-440-4413 312-440-4434(facsimile) Trade Debt $ 932,200 Kehe Food Distributing, Inc. 900 N. Schmidt Rd. Romeoville, IL 60446 Mike Ignash 815-886-0700 ext 217 815-886-1111(facsimile) Trade Debt $ 803,900 Dean Food, Co. PO Box 71184 Chicago, IL 60694 Shannon Trimble 309-737-8453 309-793-1910(facsimile) Trade Debt $ 801,900 Frito Lay, Inc. PO Box 200166 Dallas, TX 75320 Chris Hart 630-719-5017 630-971-0613(facsimile) Trade Debt $ 784,100 Kraft General Foods, Inc. PO Box 91162 Chicago, IL 60693 800-243-9703 Jeff Newbill 800-243-9703 800-817-8822(facsimile) Trade Debt $ 596,400 McKesson Drug, Co. PO Box 73984 Dept. C. Chicago, IL 60673 Larry Secrest 608-781-6600 608-781-3373(facsimile) Trade Debt $ 436,200 Master Gallery Foods, Inc. Dept. 77 2958 Chicago, IL 60678 800-236-8431 Mark Denton 800-236-8431 920-893-6075(facsimile) Trade Debt $ 359,100 Gibson Greeting Cards, Inc. PO Box 360370M Pittsburgh, PA 15251 Ed Marek 800-255-1251 314-878-3921(facsimile) Trade Debt $ 282,000 Pepsi Cola General PO Box 75944 Chicago, IL 60675 800-926-7242 Scott Lenke 773-893-2062 773-893-2074(facsimile) Trade Debt $ 268,200 Proctor & Gamble PO Box 70437 Chicago, IL 60673 Teresa Niemer 513-945-6273 513-945-8368(facsimile) Trade Debt $ 267,600 Stamps on Consignment US Postal Service PO Box 2350 Carol Stream, IL 60132 Lisa Denison 214-672-0581 214-672-0667(facsimile) Trade Debt $ 267,000 American Bottling, Co. 21431 Network Place Chicago, IL 60673 630-241-3555 Mike O'Brien 708-947-5012 708-562-0714(facsimile) Trade Debt $ 264,900 Best Foods Baking, Grp. Trade Debt $ 223,700 Nebraska Beef, Ltd. Trade Debt $ 222,800 Edy's Grand Ice Cream Trade Debt $ 210,300 FAMILY GOLF CENTERS: To Defend Against Class Actions ---------------------------------------------------- On February 16, 2000, a class action was commenced in the United States District Court for the Eastern District of New York by Myrna Rombach, on behalf of herself and all others similarly situated, against Family Golf Centers, Inc., Dominic Chang, the company's Chief Executive Officer, Krishnan P. Thampi, the company's President, Chief Operating Officer, and Treasurer, and Jeffrey C. Key, formerly, the company's Chief Financial Officer. On February 22, 2000, a class action was commenced in the United States District Court for the Eastern District of New York by Jerrold Schaffer, on behalf of himself and all others similarly situated, against the company, Mr. Chang and Mr. Thampi. Both the Rombach plaintiffs and the Schaffer plaintiffs allege that the defendants violated Section 10 of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder in that they (a) employed devices, schemes and artifices to defraud, (b) made material misrepresentations of fact and failed to disclose material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, or (c) engaged in acts, practices and a course of business that operated as a fraud or deceit upon the Rombach plaintiffs and the Schaffer plaintiffs, respectively, in connection with their purchases of the company's common stock, par value $.01 per share, during the period from July 23, 1998 to August 12, 1999. In addition, the Rombach plaintiffs and the Schaffer plaintiffs allege that, by virtue of their positions as controlling persons of the company, the individual defendants (Mr. Chang and Mr. Thampi) violated Section 20 of the Exchange Act. The Rombach plaintiffs and the Schaffer plaintiffs seek undisclosed damages (including, in the case of the Rombach Class Action, punitive damages) and reimbursement for their costs and expenses of litigation. The company indicates it believes that the allegations lack merit and intends to vigorously contest both the Rombach Class Action and the Schaffer Class Action. FORCENERGY: Anschutz Entities Detail Stock Holdings --------------------------------------------------- The Anschutz Corporation, Anschutz Company and Philip F. Anschutz beneficially own 6,489,288 shares of the common stock of Forcenergy Inc., representing 26.5% of the outstanding shares of common stock of the company. They exercise shared voting and dispositive powers over the stock. Anschutz Investment Company, owns 932 shares of the common stock and shares voting and dispositive powers over these shares. The Anschutz Corporation is a Kansas corporation, Anschutz Company, a Delaware corporation, Anschutz Investment Company, a Colorado corporation, and Philip F. Anschutz is Chairman and Director of The Anschutz Corporation; Chairman and Director of Anschutz Company; and Director of Anschutz Investment Company. Anschutz owns 100% of the outstanding common stock of Anschutz Company, Anschutz Company owns 100% of the outstanding common stock of The Anschutz Corporation, and The Anschutz Corporation owns 100% of the outstanding common stock of Anschutz Investment Company. On February 15, 2000, the effective date of the confirmed Chapter 11 Bankruptcy plan of reorganization for Forcenergy, The Anschutz Corporation acquired beneficial ownership of 6,489,288 shares of common stock of the company, of which 6,488,356 shares are owned directly and 932 shares are owned indirectly through Anschutz Investment Company, The Anschutz Corporation's wholly owned subsidiary. Prior to confirmation of the plan, The Anschutz Coroporation directly acquired $105,311,000 in the company's subordinated debt and indirectly acquired 23,300 shares of the company's common stock through Anschutz Investment Company. $47,256,000 of the subordinated debt was from the company's 8.5% Senior Subordinated Notes and the remaining $58,055,000 was from the company's 9.5% Senior Subordinated Notes. All of the debt and shares were acquired for investment purposes. Under the plan, The Anschutz Corporation acquired 6,017,776 shares of the company's common stock, as reorganized, for the $105,311,000 in subordinated debt claims. In addition, The Anschutz Corporation committed to exercise rights to purchase warrants for 470,580 shares of the company's common stock, as reorganized, at $10.00 per share. Also under the plan, Anschutz Investment Company received 932 shares of the company's common stock, as reorganized, for Anschutz Investment Corporation's interests represented by the 23,300 shares of the company's common stock Anschutz Investment Company had acquired prior to the company's bankruptcy filing. GARDEN BOTANIKA: Extension of Exclusivity, February Sales --------------------------------------------------------- Garden Botanika, Inc. (OTCBB:GBOT), the Redmond-based cosmetics and personal care products company, announced that, with the support of the Company's Creditors' Committee, the U.S. Bankruptcy Court has entered an order approving the Company's proposal to extend the exclusivity period for the filing a plan of reorganization until March 1, 2001, provided that, if the Company were to file a plan during the exclusivity period, the Committee would also have the right to file a competing plan. Garden Botanika also reported comparable store sales for February (the four-week fiscal period ended February 26, 2000). Comparable store sales decreased 3% from sales in February of 1999 for the 109 stores open at least one complete fiscal year. Total sales declined to $3.2 million from $5.5 million in the prior year, primarily due to a decrease in the number of stores from 249 to 110. For the month, combined mail order and Internet sales were $163,000, and the Company recognized $210,000 in revenue from sales of annual memberships in the Company's discount shopping "Garden Club" program, which membership sales are amortized over the course of a year. During the month, the Company also had commercial sales of $66,000. Garden Botanika markets botanically based cosmetic and personal care products through its 110 stores across the U.S., through its own catalog and on the Internet. The Company's headquarters are located at 8624-154th Avenue NE, Redmond, Washington 98052, and its Web site address is www.gardenbotanika.com. GENICOM: Donnellan/Glass & Assoc. Appointed President and CEO ------------------------------------------------------------- GENICOM Corporation today announced that Shaun Donnellan has been appointed President and Chief Executive Officer of the Company, replacing Paul T. Winn. James C. Gale, who has been serving as the Company's Senior Vice President and Chief Financial Officer, is also being replaced. In addition, the Company stated that its lender group had released an amount sufficient to fund the Company's payroll for March 3, 2000. As previously announced, since February 25, 2000, when it gave the Company formal notice of default under the credit facility, the lender group has been exercising its offset rights against the Company's operating accounts. Mr. Donnellan is a principal of Glass & Associates, Inc. (Glass), one of the nation's leading turnaround management consulting firms. Glass has been serving as a consultant to GENICOM, and as a result, Mr. Donnellan is familiar with the operations of the Company. GENICOM Corporation is a global provider of integrated network solutions, multivendor services and printer solutions focusing on the midrange, client/server market. Its Document Solutions company (DSC) designs and markets a wide range of high-performance serial matrix, line matrix, page, and travel industry printers, along with a complementary line of supplies, parts and services. GENICOM's Enterprising Service Solutions company (ESSC) provides comprehensive IT solutions supporting emerging technologies such as Internet security, e-commerce, xDSL, cable modem, voice data and their related equipment. ESSC also delivers traditional support services including consulting, Help Desk, internetworking services and multivendor on-site product repair. GENICOM is headquartered within metropolitan Washington, D.C. For more information on the Company and its portfolio of enterprise printer and service solutions, access the GENICOM home page on the World Wide Web at http://www.genicom.com. GENICOM: Seeking Financing; Bankruptcy Possibility -------------------------------------------------- According to a report in The Washington Post on March 6, 2000, Troubled network integrator and high-end printer maker Genicom Corp. said it is considering filing for Chapter 11 bankruptcy protection as talks with its main lenders went on last week. Genicom has been in default since last fall on its credit agreements with a group of banks led by Bank of America. Tuesday the company got a formal notice from Bank of America that the debt was due. The company said it was trying to line up new financing, but could give no assurances that Genicom "will be able to continue as a going concern." GOLDEN OCEAN: Taps Zolfo Cooper as Bankruptcy Consultants --------------------------------------------------------- The debtors, Golden Ocean Group Limited, et al., seek authority to employ Zolfo Cooper, LLC as bankruptcy consultants and special financial advisors to the debtors. It is presently anticipated that ZC will provide the following services: Advise and assist the debtors in forecasting, planning, controlling and other aspects of managing cash, and , if necessary, obtaining DIP financing; Advise and assist management in organizing the debtors' resources and activities so as to effectively and efficiently plan, coordinate and manage the Chapter 11 process and communicate with customers, lenders, suppliers, employees, shareholders and other parties in interest; Assist management in designing and implementing programs to manage or divest assets, improve operations, reduce costs and restructure as necessary with the objective of rehabilitating the business; Advise the debtors concerning interfacing with Official Committees, other constituencies and their professionals, including the preparation of financial and operating information required by such parties and/or the Bankruptcy Court; Advise and assist management in the development of a plan of reorganization and underlying business plan, including the related assumptions and rationale, along with other information to be included in the Disclosure Statement; Advise the debtors with respect to resolving disputes and otherwise managing the claims process; Advise and assist the debtors in negotiating a plan of reorganization with various creditor and other constituencies; As requested, render expert testimony concerning the feasibility of a plan of reorganization and other matters that may arise in the case; and Provide such other services as may be required by the debtors. GREAT TRAIN: Case Summary and 20 Largest Unsecured Creditors -------------------------------------------------- Debtor: The Great Train Store Company 14180 Dallas Parkway, Suite 618 Dallas, TX 75240 Type of Business: Holding company that indirectly owns a partnership that owns and operates a national chain of unique, upscale specialty retail stores that offer a broad selection of train-themed merchandise not generally available from any other single retailer. Petition Date: February 28, 2000 Chapter 11 Court: District of Delaware Bankruptcy Case No.: 00-01301 Judge: Roderick R. McKelvie Debtor's Counsel: Laura Davis Jones PACHULSKI, STANG, ZIEHL, YOUNG & JONES, LLP 919 North Market Street, Suite 1600 PO Box 8705 Wilmington, DE 19899-8705 (302) 652-4100 Total Assets: $ 16,461,256 Total Debts: $ 11,637,991 20 Largest Unsecured Creditors Kalmbach Publishing $ 65,660 Schylling Associates, Inc. $ 70,941 STU Marshall $ 71,591 Random House, Inc. $ 71,912 Walthers $ 99,088 New Bright Industries $ 102,445 Brio-Scanditoy $ 126,896 Heartland Hobby $ 149,637 Model Power $ 172,542 ERTL $ 172,543 Bachman $ 175,547 Travelers Insurance $ 181,867 LGB of America $ 187,734 LTC $ 223,539 International Plaything $ 228,482 Countertop Video Corp. PO Box 3520 Redmond, WA 98073-3520 425-895-9811 $ 263,931 Eco Leasing 1415 Boston Post Road Larchmont, NY 10538-0239 914-834-9007 $ 277,399 Lionel Trains 50626 Richard West Blvd. Chestrefield, MI 48051 $ 512,393 Learning Curve Toys 500 Church Street, Suite 200 Nashville, TN 37219 615-252-4513 $ 981,271 Tandem 500 Church St Suite 200 Nashville, TN 37219 615-252-4513 $ 3,000,000 HARVARD INDUSTRIES: Annual Meeting Set for March 15 --------------------------------------------------- Stockholders are being invited to attend Harvard Industries' annual meeting on March 15, 2000. The meeting will begin promptly at 10:00 a.m. at Sommerset Hills Hotel, 200 Liberty Corner Road, Warren, NJ. At the meeting there will be a current report on the activities of the corporation followed by discussion and action on the matters described in the Proxy Statement. Shareholders will have an opportunity to comment on or to inquire about the affairs of the corporation that may be of interest to shareholders generally. Copies of the Proxy Statement may be found at http://www.sec.gov/cgi-bin/srch-edgar?0000889812-00-000235on the Internet, free of charge. HOGIL PHARMACEUTICAL: Last Day To File Proofs of Claim ------------------------------------------------------ By order of the US Bankruptcy Court, Southern District of New York, March 31, 2000 has been fixed as the last date to file proofs of claim or interest. IRIDIUM: McCaw In and Now Out ----------------------------- Eagle River Investments LLC, telecommunications pioneer Craig McCaw's investment management firm, today announced that it will no longer pursue an investment in Iridium LLC, which offers narrowband global voice and paging services. Eagle River instead will focus its satellite communications investments on data-centric companies, such as ICO Global Communications and Teledesic LLC. "With the powerful influence of the Internet on global communications, we've made a strategic decision to focus our resources and attention on the satellite-based data services that ICO and Teledesic can provide," said Dennis Weibling, president of Eagle River. "After careful examination of Iridium's technologies, we determined that there are closer synergies between ICO and Teledesic and the services they will provide customers worldwide." London-based ICO is building a global, mobile Internet Protocol-based voice and data service. Teledesic will deliver broadband data and value-added services at significantly higher data rates over a global network also optimized for IP. Iridium LLC, which launched service in 1998, offers global voice and paging services through its constellation of 66 low-Earth-orbit satellites. In recent months, Teledesic has been working to support Craig McCaw's plans to acquire the assets of ICO. ICO, which is expected to go into service in 2002, sought Chapter 11 bankruptcy protection last August shortly after Iridium LLC also filed for bankruptcy protection. In October 1999, Eagle River Investments LLC, McCaw's investment management company, agreed to lead a group of investors that will provide up to $1.2 billion to ICO to enable the company to emerge from bankruptcy. On Feb. 4, Eagle River completed a definitive agreement to proceed and initiated a $275 million second round investment in ICO. On Feb. 17 in separate proceedings, the U.S. Bankruptcy Court for the Southern District of New York approved $5 million in interim financing for Iridium from Eagle River and Motorola to finance Iridium's operations through March 6. Eagle River this week completed its due diligence on Iridium LLC. McCaw is the chairman and CEO of Eagle River Investments LLC, through which he holds his interests in Teledesic LLC, ICO Global Communications, NEXTLINK Communications Inc. and Nextel Communications Inc. McCaw also is Teledesic's chairman and co-CEO. He and Microsoft founder Bill Gates are the company's two primary founding investors. Teledesic is the first licensed satellite communications network that will enable affordable, worldwide access to advanced telecommunications services such as computer networking, broadband Internet access and interactive multimedia. IRIDIUM: Remains Committed To Sale ---------------------------------- Iridium LLC learned yesterday that Craig McCaw's Eagle River Investments LLC would not submit a purchase proposal for Iridium's assets as previously anticipated. Iridium remains committed to a sale of its assets and is aggressively pursuing other potential qualified buyers. At the Company's request, the U.S. Bankruptcy Court for the Southern District of New York postponed the hearing scheduled for today. "We have received expression of interest from other potential buyers," said Iridium COO Randall Brouckman. "Much attention has been afforded the potential McCaw bid. Now that he has clarified his intentions, we believe that the quality of our system and the value of our assets should attract additional qualified proposals." Iridium LLC filed for Chapter 11 bankruptcy protection on August 13, 1999. Iridium LLC became the world's first global satellite phone and paging company on November 1, 1998. Its network of 66-low earth orbiting satellites combined with existing terrestrial cellular systems enables customers to communicate around the globe. Iridium World Communications, Ltd. (IRIDQ) is the public investment vehicle of Iridium LLC. Iridium is a registered trademark and service mark of Iridium IP LLC. LUMENYTE: Last Date To File Proofs of Claim and Interest ----------------------------------------------------------------- The US Bankruptcy Court for the Central District of California, Santa Ana Division entered an order fixing May 1, 2000 as the last date for filing proofs of claim. METROTRANS: Order Fixes Bar Date -------------------------------- Each creditor and party in interest who seeks to prove a claim against the debtors, Metrotrans Corporation and Bus Pro, Inc. Shall file a proof of claim on or before May 1, 2000. NATIONSWAY: Files Disclosure Statement and Plan ----------------------------------------------- The Debtors, Nationsway Transport Service, Inc. and its debtor affiliates have filed with the Court the following document(s): Joint Chapter 11 Plan of Reorganization Proposed by the Official Committee of Unsecured Creditors and the Debtors, Dated March 1, 2000; Disclosure Statement Accompanying Plan of Reorganization Proposed by the Official Committee of Unsecured Creditors and the Debtors, Dated March 1, 2000; and Notice of Bar Date (Negative Notice)/Notice of Hearing on Disclosure Statement and Accompanying Joint Plan of Reorganization Proposed by the Official Committee of Unsecured Creditors and the Debtors, Dated March 1, 2000. You may obtain a copy of the pleading(s) by accessing the Bankruptcy Court's website at http://ecf.azb.uscourts.gov/ A hearing to consider the approval of the Disclosure Statement shall be held at the US Bankruptcy Court, 2929 North Central Avenue, 10th Floor, Courtroom, 4, Phoenix, Arizona, on march 29, 2000 at 11:00 AM. The plan proposes the orderly liquidation of all of the assets of the debtors, most of which have already been sold as of the date of the plan. Since the debtors are continuing to sell assets, additional assets may be sold prior to the Confirmation Date and/or prior to the Effective Date of the plan. The proceeds of asset sales, as well as any proceeds derived from the operation and ownership of the assets, will be paid to creditors in satisfaction of their claims in accordance with the priority scheme set forth in the Bankruptcy Code. The plan will be implemented through the establishment of a Distribution Fund and the appointment of a Liquidating Agent, who will be appointed pursuant to the order confirming the plan. The Class 5 claims will be all claims which comprise the BofA Secured Claim. BofA shall share pro rata in 65% of all remaining funds in the Distribution Fund after payment of Allowed Administrative Claims, the funding of the Committee Administration Fund and the payment of Class 6 and Class 7 claims in accordance with the plan. The class 6 claims will be all claims which comprise the Mercedes Secured Claim. Class 6 claims shall be paid the lesser of $50,000 or the actual amount of the claimant's attorneys' fees and costs. A hearing on confirmation of the plan will be held at the US Bankruptcy Court, 2929 North Central, Courtroom #5, 10th Floor, Phoenix, Arizona, commencing on May 16, 2000. NORTH AMERICAN: Case Summary ---------------------------- Debtor: North American Energy Conservation, Inc. 280 Park Avenue New York, NY 10017 Type of Business: Is engaged in the marketing of natural gas at both the wholesale and retail level. Petition Date: March 2, 2000 Chapter 11 Court: Southern District of New York Bankruptcy Case No.: 00-40563 Judge: Prudence Carter Beatty Debtor's Counsel: Nicholas F. Kajon (NK-1096) Salomon Green & Ostrow, PC 919 Third Avenue New York, NY 10022-3904 (212) 319-8500 Fax: (212) 319-8585 Email: kajon@salomongreenostrow.com Total Assets: $ 94,759,912 Total Debts: $ 121,975,860 20 Largest Unsecured Creditors TXU/Ensearch Energy Attn: Robert Crenshaw 680 Andersen Drive Pittsburgh, PA 15220 (412) 920-0800 trade debt $ 12,842,744 El Paso Energy Mktg Co. Attn: Hillary Mack 1001 Louisiana Street Houston, TX 77002 (713) 420-5375 trade debt $ 7,969,329 CNG Transmission Field Service Attn: Amy Lamm 445 West Main Street Clarksburg, WV 26301 (304) 623-8815 trade debt $ 5,504,224 Marathon Oil Attn: Linda Brown 539 South Main Findlay, OH 45840 (419) 421-2457 trade debt $ 5,167,383 Con Edison Solutions Attn: Gas Accounting 701 Westchester Ave., Ste 201W White Plains, NY 10604 (914) 286-7000 trade debt $ 4,392,705 Aquila Energy Mktg Corpor Attn: Accounting Dept. 2533 North 117th Ave., Ste 200 Omaha, NE 68164-8618 (402) 498-4490 trade debt $ 4,036,025 Altrade Transaction LLC Attn: Accounts Payable 801 6th Avenue, Suite 1950 Calgary, AB T2P 3W2 Canada (403) 290-0070 trade debt $ 3,645,742 Long Island Lighting Co. Attn: Barry Feigenbaum 100 East Old Country Road Hicksville, NY 11801 (516) 545-5457 trade debt $ 2,974,600 Columbia Energy Services Corp. Attn: Rashid Siddiqi 1330 Post Oak Blvd., 20th Flr. Houston, TX 77056 (713) 693-2558 trade debt $ 2,621,635 Southern Co. Energy Market 1155 Perimeter Center West Suite 130 Atlanta, GA 30338-5416 Reg Goldie (678) 579-5169 trade debt $ 2,364,303 PG & E Energy Trading Attn: Priscilla Hamic 1100 Louisiana, Suite 1000 Houston, TX 77002 (713) 371-6164 trade debt $ 2,086,500 Statoil Energy, Inc. Attn: Gloria Uria 2800 Eisenhower Avenue Alexandria, VA 22314 (713) 317-2300 trade debt $ 1,937,705 Enron Capital & Trade Resource PO Box 1188, Level 37 Houston, TX 77251-1188 Jeff Westover (713) 853-7500 trade debt $ 1,303,806 Delmarva Power & Light Attn: Bernadette Dowling Energy Trading Dept., Box 6066 Newark, DE 19714-6066 (302) 452-6150 trade debt $ 1,239,604 Encina Gas Mktg Company Attn: Accounts Payable 710 Buffalo, Suite 501 Corpus Christi, TX 78401 (512) 883-7473 trade debt $ 1,193,437 Western Gas Resources, Inc. Attn: Gas Marketing 12200 North Pecos Street Denver, CO 80234 (303) 457-9748 trade debt $ 1,082,039 Williams Energy Svcs Co. Attn: WESCO Accounting PO Box 2848, Acctg, Trade Tulsa, OK 74101-9567 (918) 573-5139 trade debt $ 582,950 Occidental Energy Marketing Attn: Allen Brown PO Box 27570 Houston, TX 77227-7520 (713) 215-7084 trade debt $ 487,356 Proliance Attn: Jeff Westover 111 Monument Ctr., Suite 2200 Indianapolis, IN 46204 Kurth Hribernik (317) 231-6800 trade debt $ 403,100 New Jersey Natural Energy Co. trade debt $ 132,750 POCKET COMMUNICATIONS: US Objects To Disclosure Statement --------------------------------------------------------- The United States, on behalf of itself and the FCC objects tot he joint Disclosure statement connected with the November 24, 1999 Joint Plan of Reorganization proposed by Pocket and the Lenders. The US Claims that the disclosure statement does not adequately disclose the Litigation Risk connected wit the fraudulent conveyance claim against the FCC. The US States that the Disclosure Statement substantially overstates the likelihood of success in the FCC litigation, that it is defective because it fails to mention the risk that the New and Pittsburg Licenses may cancel for non-use, that the Disclosure statement fails to adequately disclose events suggesting that the New and Pittsburg Licenses are worth far more than the $27 million value assigned in the Disclosure Statement. The US objects that the Disclosure Statement provides inadequate information regarding the lenders' secured and unsecured claims; and that the Disclosure Statement, like the plan, improperly fails to distinguish DCR's bankruptcies from that of Pocket. PRIMARY HEALTH SYSTEMS: Announces Agreement with Cleveland Clinic ----------------------------------------------------------------- Primary Health Systems, Inc. ("PHS") today announced that it is phasing out operations at Mt. Sinai Medical Center-East in Richmond Heights and St. Michael Hospital. The two hospitals will cease accepting new admissions immediately and emergency room departments at both locations will shut down within 48 hours. The hospitals are expected to close on or about March 31, 2000. Concurrently, PHS announced that it has entered into an agreement to sell the Mt. Sinai Integrated Medical Campus ("IMC") in Beachwood to the Cleveland Clinic Foundation. The agreement also specifies that the Cleveland Clinic will assume ownership of the buildings that currently house Mt. Sinai-East and St. Michael. No decision has yet been reached as to the ultimate use of the two closed facilities. The transaction is subject to approval by the Bankruptcy Court presiding over the PHS Chapter 11 case. The transaction anticipates that the Cleveland Clinic will continue to operate the IMC as a state-of-the-art ambulatory surgery center and physician office complex. The Clinic will honor existing lease agreements with independent physician practices currently located at the IMC. The last of the PHS facilities, Deaconess Hospital, remains open and continues to provide quality medical care to its patients and community. PHS stated that it is exploring various options for Deaconess, all of which are intended to maintain it as a fully operational hospital. As was the case with the recent closing of Mt. Sinai Medical Center-University Circle, the closing process at Mt. Sinai-East and St. Michael will proceed in an orderly manner until all patients either complete their treatments or are transferred to other area medical facilities. Also, several support departments that serve the PHS-Mt. Sinai health care system but are located at the IMC, including radiology, physical therapy, laboratory services and administrative support services, will be closed prior to the sale. Dennis I. Simon, managing principal of Crossroads LLC, which has been managing the PHS system since mid-1998, stated, "We are pleased to have concluded an agreement that will transfer ownership of the IMC and the Mt. Sinai-East and St. Michael buildings to the Cleveland Clinic. In the judgment of the PHS Board of Directors, this transaction also maximizes the value of the estate. We are committed to managing the transition of the facilities in a compassionate and orderly manner that maximizes quality of patient care." PHS management will work with area agencies, including the City of Cleveland, to provide job placement assistance for employees whose positions are eliminated as a result of the Mt. Sinai-East and St. Michael closings. Primary Health Systems, Inc. continues to operate under the protection of Chapter 11 of the U.S. Bankruptcy Code, as it has since March 1999. PRIMARY HEALTH SYSTEMS: Closing Two More Stores in Cleveland Area ----------------------------------------------------------------- Primary Health Systems Inc. said today it will close two more of its hospitals in the Cleveland area, eliminating 800 jobs. St. Michael Hospital in Cleveland and Mt. Sinai Medical Center-East, in the suburb of Richmond Heights, are no longer taking new admissions, and their emergency rooms will close by Wednesday. Mount Sinai Medical Center in Cleveland, which also was a PHS hospital, and Bethesda Oak in Cincinnati closed last month. Since last March, the for-profit PHS has been operating under Chapter 11 of the U.S. bankruptcy code, which allows for protection from creditors' claims during reorganization. Dennis I. Simon, manager of Crossroads LLC, which has managed the PHS system since 1998, said the Cleveland Clinic Foundation is buying St. Michael and Mt. Sinai-East, as well as the PHS Mt. Sinai Integrated Medical Campus in Beachwood, a Cleveland suburb. Terms were not disclosed. The medical office building will remain open, but there are so far no plans for the two hospital buildings, according to PHS. Cleveland Clinic spokesman Scott Tennant said today the hospital had no immediate comment on the PHS announcement. SIERRA-ROCKIES: Agrees to Purchase Complete Rider.com ----------------------------------------------------- Sierra-Rockies Corporation (OTC Bulletin Board: SIRK) announced today that it has entered into a Letter of Intent to purchase all of the assets of Complete Rider.com, a Media/Internet company. Daniel Lezak, President of SIRK stated that this will be a purchase of all of the assets being acquired by Equine Holdings LLC in their takeover of this website and related TV production. Equine is paying a total of $1,325,000 for these assets and their payment is based upon an evaluation by independent auditors. Lezak stated that SIRK is making this purchase, subject to Court approval, with forty (40) percent of the Units that are expected to be approved in SIRK's Chapter 11 Proceeding. Furthermore, Lezak stated, the letter of intent calls for Equine to make an additional investment of approximately $500,000 to the reorganized venture, which initially would be a loan approved by the Court. He further indicated that the purchase would be completed as part of the Plan of Reorganization of SIRK in it's Chapter 11 Reorganization Process. SIRK plans to file it's revised Plan of Reorganization in the month of March 2000. This acquisition would be finalized by then and the details would be made public at that time. Generally, Lezak stated, this will involve a change of control of SIRK with new management that will be brought in by the Internet company. The letter of intent calls for a reverse split of the existing shares with one new Unit being issued for each twenty five shares held. The Units will consist of common stock and warrants. The balance of the proposed Plan of Reorganization will be established and reported upon approval by the Court of the required Disclosure Document. The diligence effort of SIRK has determined that Complete Rider is a .com business which combines TV programming, print and the Internet to capitalize on the $15 Billion niche, virtually untapped Equine market. The existing TV series, which is part of the purchase, is profitable and growing. STARMET: Special Meeting Set In Lieu Of Annual Meeting ------------------------------------------------------ Starmet Corporation will be holding a special meeting, in lieu of the annual meeting of the stockholders, on March 22, 2000 at 10:00 a.m. at State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts for the followingpurposes: 1. To elect Board of Directors for the ensuing year. 2. To consider and act upon a proposal to ratify the selection of the firm of BDO Seidman, LLP as independent auditors for the company for the fiscal year ending September 30, 2000. 3. To transact other business which may arise. Only stockholders of record at the close of business on February 22, 2000 are entitled to receive notice of, and to vote at, the meeting. TOWER AIR: El Al Interested In Possible Investment --------------------------------------------------- Israel's national airline El Al will hold talks this week with troubled US airline Tower Air which could lead to a possible investment, El Al spokesman Nachman Klieman said. He said discussions with Tower, which filed for Chapter 11 bankruptcy protection in February, would cover "cooperative agreements, possible partnership or investment of El Al in the company." However, Klieman told AFP the talks, due to get underway in New York on Tuesday, were at their early stages. The Haaretz newspaper reported on Friday that El Al was considering buying 10 percent of Tower but that because it is state-owned it would require government approval for any purchase or partial acquisition of a foreign company. It already has a stake in New York-based North American Airlines. VENCOR: Application to Employ Blackstone as Investment Bankers -------------------------------------------------------------- Judge Walrath granted the Debtors' Motion to retain The Blackstone Group, L.P., as their investment bankers. The Debtors need an investment banker with Chapter 11 experience to negotiate a reorganization plan. Blackstone will provide the following services to the Debtors: a) Evaluating the Debtors' businesses and their prospects; b) Analyzing the Debtors' long-term business plan; c) Valuing the Debtors' separate businesses; d) Evaluating alternative capital structures or reorganization plans; e) Providing strategic advice on restructuring or refinancing debt; f) Participating in negotiations with the Debtors, their advisors, their creditors, and other interested parties; and g) Providing expert witness testimony. Blackstone will be paid a monthly advisory fee of $150,000 per month. In addition, Blackstone will be paid a fee of $1,500,000 upon confirmation of a reorganization plan for all of the Debtors. All monthly fees paid to Blackstone up to but not in excess of the $1,500,000 will be credited against the confirmation fee. The following Blackstone professionals will work for the Debtors: Timothy R. Coleman, Senior Managing Director; Steven M. Zelin, Managing Director; Shervin Korangy, Associate; and Jason Perri, Analyst. VENCOR: To Amend DIP Financing ------------------------------ Vencor, Inc. has agreed with its lenders to amend the company's $100 million debtor-in-possession financing to extend its maturity until June 30, 2000. The amendment also revises certain financial covenants and permits the company to seek an extension of the period of time to file its plan of reorganization. The United States Bankruptcy Court for the District of Delaware must approve the amendment. The hearing on the amendment is scheduled for March 10, 2000. The DIP Financing and existing cash flows will be used to fund the company's operations during its restructuring. As of February 25, 2000, the company had no outstanding borrowings under the DIP Financing. Vencor and its subsidiaries filed voluntary petitions for reorganization under Chapter 11 with the Court on September 13, 1999. Vencor, Inc. is a national provider of long-term healthcare services primarily operating nursing centers and hospitals. WHIRLAWAY FROCKS: Case Summary and 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Whirlaway Frocks, Inc. 237 West 35th Street New York, NY 10001 Type of Business: Is engaged in the manufacture and distribution of ladies apparel. The Debtor specializes in women's casual and maternity dress. The Debtor sells its merchandise to large retailers such as K-Mart, Sears and JC Penny. Petition Date: March 2, 2000 Chapter 11 Court: Southern District of New York Bankruptcy Case No.: 00-40564 Judge: Burton R. Lifland Debtor's Counsel: Alex Spizz Alex Spizz, Esq./Scott S. Markowitz, Esq. Todtman, Nachamie, Spizz & Johns, PC 425 Park Avenue New York, NY 10022 (212) 754-9000 Scott S. Markowitz Todtman, Nachamie, Spizz & Johns, PC 425 Park Avenue New York, NY 10022 (212) 754-9000 Fax:(212) 754-6262 Email: smarkowitz@tnsj-law.com Total Assets: $ 8,610,200 Total Debts: $ 9,281,000 20 Largest Unsecured Creditors Cameron Industries Inc. c/o Heller Financial/CIT 1211 Ave. of the Americas New York, NY 10036 Michael Shutowick (212) 382-7057 trade debt $ 256,539 Double E Textile trade debt $ 182,296 Metro Fabrics trade debt $ 155,772 J&M Textiles Co. trade debt $ 98,989 Charger-Too Div. of Swafin Fabrics trade debt $ 97,429 Allante Fabrics/Sov. Bank trade debt $ 81,454 Hargro Fabrics, Inc. trade debt $ 78,197 Matrix Int'l trade debt $ 75,510 Allante Fabrics/First Union trade debt $ 75,451 Shamash & Sons trade debt $ 67,940 Hargro Fabrics trade debt $ 64,145 Mark Fabrics, Inc. trade debt $ 61,697 Hargro Fabrics, Inc. trade debt $ 57,728 Brango/WAF Group, Inc. trade debt $ 46,594 Kronfli Spundal trade debt $ 45,894 Duet Textiles Inc. trade debt $ 46,556 MS Textiles/The CIT Grp trade debt $ 46,483 B&R Textile Corp/The CIT Grp trade debt $ 45,985 Block Fashion Fabrics/Finova Capital Corp trade debt $ 44,557 DT&Co./Div.Hargro trade debt $ 38,019 Meetings, Conferences and Seminars ---------------------------------- 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 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 10, 2000 AMERICAN BANKRUPTCY INSTITUTE Bankruptcy Battleground West Century Plaza Hotel. Los Angeles, California Contact: 1-703-739-0800 March 10 & 11, 2000 NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES Spring Seminar Hotel Monteleone, New Orleans, Louisiana Contact: 1-803-252-5646 or info@nabt.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 23-25, 2000 ALI-ABA Partnerships, LLCs, and LLPs -- Uniform Acts, Taxation, Drafting, Securities and Bankruptcy Doubletree Paradise Valley Hotel, Scottsdale, Arizona Contact: 1-800-CLE-NEWS 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 Meeting 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 April 27-30, 2000 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting J.W. Marriott, Washington, D.C. Contact: 1-703-739-0800 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 May 15, 2000 AMERICAN BANKRUPTCY INSTITUTE 2nd Annual New York City Bankruptcy Conference Association of the Bar of the City of New York, New York, New York Contact: 1-703-739-0800 May 26-29, 2000 COMMERCIAL LAW LEAGUE OF AMERICA 52nd Annual Meeting of the New England Region Colony Hotel, Kinnebunkport, Maine Contact: 1-617-742-1500 or richard@landayleblang.com June 8-11, 2000 AMERICAN BANKRUPTCY INSTITUTE 7th Annual Central States Bankruptcy Workshop Grand Traverse Resort, Traverse City, Michigan Contact: 1-703-739-0800 June 14-17, 2000 ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS 16th Annual Bankruptcy and Restructuring Conference Swissotel, Chicago, Illinois Contact: 1-541-858-1665 or aira@ccountry.net 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 July 13-16, 2000 AMERICAN BANKRUPTCY INSTITUTE 7th Annual Northeast Bankruptcy Conference Doubletree Hotel, Newport, Rhode Island Contact: 1-703-739-0800 July 21-24, 2000 National Association of Chapter 13 Trustees Annual Seminar Adams Mark Hotel, St. Louis, Missouri Contact: 1-800-445-8629 or info@nactt.com August 3-5, 2000 ALI-ABA Fundamentals of Bankruptcy Law Somewhere in Boston, Massachusetts Contact: 1-800-CLE-NEWS August 9-12, 2000 AMERICAN BANKRUPTCY INSTITUTE 5th Annual Southeast Bankruptcy Workshop Hyatt Regency, Hilton Head Island, South Carolina Contact: 1-703-739-0800 August 14-15, 2000 TURNAROUND MANAGEMENT ASSOCIATION Advanced Education Workshop Loews 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 15-16, 2000 AMERICAN BANKRUPTCY INSTITUTE Views From the Bench 2000 Georgetown University Law Center, Washington, D.C. Contact: 1-703-739-0800 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 September 21-23, 2000 AMERICAN BANKRUPTCY INSTITUTE Litigation Skills Symposium Emory University School of Law, Atlanta, Georgia Contact: 1-703-739-0800 September 21-24, 2000 AMERICAN BANKRUPTCY INSTITUTE 8th Annual Southwest Bankruptcy Conference The Four Seasons, Las Vegas, Nevada Contact: 1-703-739-0800 November 2-6, 2000 TURNAROUND MANAGEMENT ASSOCIATION Annual Conference Hyatt Regency, Baltimore, Maryland Contact: 312-822-9700 or info@turnaround.org November 30-December 2, 2000 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Camelback Inn, Scottsdale, Arizona Contact: 1-703-739-0800 The Meetings, Conferences and Seminars column appears in the TCR each Tuesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. ********* 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. For subscription information, contact Christopher Beard at 301/951-6400. * * * End of Transmission * * *