/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/000315.MBX T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, March 15, 2000, Vol. 4, No. 52 Headlines ADVANCED MEDICAL PRODUCTS: Changes Name; Reverse Stock Split ANGEION: Adjourns Shareholder Meeting; Considering Options ANGEION: Court Grants Motion For Summary Judgment ATLAS MINERALS: Announces Board Changes, New Trading Symbol BIG SMITH: Seeks To Extend Deadline For Filing Plan DAEWOO: GM Refuses To Include Truck, Bus Plants GENESIS DIRECT: Lowenstein Sandler To Relieve Ravin, Sarasohn GEOGRAPHICS: KPMG LLP Engaged as New Auditor GOLDEN OCEAN: Seeks To Vote Shares INCOMNET: Disclosure Statement Hearing INTEGRATED HEALTH: Committee Taps Otterbourg as Lead Counsel INTERSCIENCE COMPUTER: Renaissance Capital Reports Holdings JUMBOSPORTS: Hearing on Disclosure Statement LEVITZ FURNITURE: Extending the Exclusive Periods LIVENT: Extension of Exclusivity MARTIN COLOR-FI: Order Sets Deadline For Filing Plan NANTUCKET INDUSTRIES: Files Voluntary Petition in Chapter 11 NANTUCKET INDUSTRIES: Treglia Appointed Director PENNCORP FINANCIAL: Meeting of Creditors QUANALYZE OIL: Meeting of Creditors READ-RITE: US District Court Dismisses Two Class Action Suits ROBERDS: Seeks Authority To Assume Exclusive To Sell Real Estate SC NEW HAVEN: Confirmation Hearing Set SOUTHERN MINERAL: Committee Seeks To Terminate Exclusivity UNITED HEALTHCARE: Changes Name To UnitedHealth Group UNIVERSAL SEISMIC: Second Amended Disclosure Statement US LEATHER: Interim Order To Incur Postpetition Secured Debt ********* ADVANCED MEDICAL PRODUCTS: Changes Name; Reverse Stock Split ------------------------------------------------------------ Advanced Medical Products announced it has amended its Certificate of Incorporation with the State of Delaware to change the name of the Company to "ADVA International Inc." (OTC Bulletin Board: ADII); to effectuate a 1 share for 10 shares reverse stock split of all outstanding shares of Common Stock of the Company; to increase the amount of authorized Common Stock, following the effectuation of the Reverse Stock Split; and, to authorize a new class of Preferred Stock. The new stock symbol for the Company's common stock, effective immediately, is "ADII." According to a Company spokesman, the name change, the reverse stock split, and the authorization of additional common and preferred stock were implemented in order to position the Company for a possible reverse merger with a privately held company in an attempt to recover some value for the Company's present shareholders. On March 23, 1999, Advanced Medical Products, Inc. had filed a motion with the Federal Bankruptcy Court, District of South Carolina, for an order authorizing the sale of all assets, free and clear of all liens and encumbrances and other interests, pursuant to 11 U.S.C. Section 363 of the bankruptcy code. On May 11, 1999, the Company sold all of its assets. The Final Decree closing the bankruptcy case was issued by the Court on November 9, 1999. A committee has been appointed by the board to review possible candidates, but no merger agreement has been reached, and there can be no assurances given that a suitable reverse merger partner will be timely located, or that a suitable transaction will be successfully negotiated or completed. ANGEION: Adjourns Shareholder Meeting; Considering Options ---------------------------------------------------------- Angeion Corporation adjourned its shareholder meeting without obtaining sufficient note holder response for two previously announced transactions with ELA Medical, a wholly-owned subsidiary of Sanofi-Synthelabo, a French pharmaceutical company, and Medtronic, Inc. Shareholders of the company had approved the transactions by a two-thirds vote on February 4, 2000. The company had adjourned the shareholder meeting until February 17, 2000 to give note holders additional time to vote on the transactions. "We decided to adjourn the meeting after we did not obtain sufficient note holder response," said Richard E. Jahnke, Angeion's President and CEO. "Angeion's Board is considering its various options. In the meantime, we are confident that we can continue to develop the business of Angeion's Medical Graphics subsidiary." ANGEION: Court Grants Motion For Summary Judgment ------------------------------------------------- On February 17, 2000, the Honorable Marilyn Brown Rosenbaum, Judge of Hennepin Country District Court in Minneapolis issued an Order granting Angeion's motion for Summary Judgment in connection with a lawsuit brought by U.S. Bank National Association on behalf of holders of Angeion's 71/2% Senior Convertible Notes due 2003. The Court dismissed all claims of the plaintiff, U.S. Bank, with prejudice, ruling that certain transactions by Angeion in 1999 did not constitute a sale of all or substantially all of the assets under the Indenture covering the notes, and that, therefore, note holders were not entitled to prepayment of their notes. Founded in 1986, Angeion Corporation acquired Medical Graphics in December 1999. Medical Graphics develops, manufactures and markets non-invasive cardiorespiratory diagnostic systems and related software for the management and improvement of cardiorespiratory health. ATLAS MINERALS: Announces Board Changes, New Trading Symbol ----------------------------------------------------------- Atlas Minerals Inc. (OTC: ATMR) (formerly Atlas Corporation) announced today that it has a new trading symbol, ATMR, as result of the Company's emergence from Chapter 11 and the change of its name to Atlas Minerals Inc. after incorporating in Colorado. Also, at a Directors' meeting on February 11, 2000, three new Directors were elected to the Board of the reorganized Company. The three new Directors are Guillermo A. Blacker, David J. Carroll and Henry J. Sandri. At the same meeting, James H. Dunnett resigned as a Director of the Company. Further, the Company announced today the resignation of its President, Gregg B. Shafter as an Officer and Director of the Company effective February 22, 2000. Mr. Shafter resigned after achieving the successful reorganization of the Company under Chapter 11 of the U.S. Bankruptcy Code. Mr. Shafter continues to be available to the Company as a consultant. The Board is considering options with respect to a replacement for Mr. Shafter and expects to announce a decision in the near future. Atlas Minerals Inc. is an international mining company with lead, zinc and silver operations in Bolivia, South America. BIG SMITH: Seeks To Extend Deadline For Filing Plan --------------------------------------------------- The Debtor, Big Smith Brands, Inc., and the Official Committee of Unsecured Creditors seek to extend the deadline for filing a plan and disclosure statement until March 20, 2000 so that the debtor and the Committee have time for negotiation of the terms of the plan. DAEWOO: GM Refuses To Include Truck, Bus Plants ----------------------------------------------- General Motors Corp., competing with four other global car makers for the control of Daewoo Motor Co., refused to include Daewoo's bus and truck plants in its bidding proposal. David Jerome, president of GM Korea, said that the American automaker wants to buy Daewoo's passenger car plants and affiliated Ssangyong Motor, but is not interested in taking over the firm's commercial vehicle operations. Jerome's remarks, running directly counter to creditors' wishes to sell Daewoo's commercial and passenger plants in a single package, are expected to sharply slim GM's chances of winning the ongoing international bidding, analysts say. On March 7, Chung Ju-ho, president of Daewoo Motor, told reporters that bidders ready to acquire Daewoo's entire car operations will be given preferential treatment, noting that some of the five bidders expressed such an intent. Further clouding the U.S. automaker's outlook, the GM Korea president said that GM is not willing to propose a higher price than rival Ford Motor. Asked to comment on press reports that Ford offered up to $7 billion to acquire Daewoo Motor, Jerome said that takeover prices should not be the key criteria in determining the successful bidder. "Earning trust among Koreans is most important. GM is most qualified and committed to keeping Daewoo a Korean company even after the acquisition," said Jerome, meeting with Korean reporters at a launching event for the "Cadillac Deville 2000" model in Yongin, south of Seoul, Friday evening. Lee Kay-sup, an aide to Jerome, also explained that GM will not consider buying Daewoo's commercial vehicle plants. Daewoo has a truck plant in Kunsan, North Cholla Province, and a bus plant in Pusan, which have annual output capacity of 12,000 units and 5,000 units, respectively. Daewoo creditors hope to include the commercial vehicle plants in the package deal, which also covers Daewoo Motor Sale, Ssangyong Motor, Daewoo Capital and Daewoo Telecom's transmission division. GM, Ford, DaimlerChrysler, Fiat and Hyundai Motor are now in the process of conducting due diligence on Daewoo. Amid the intensifying debate surrounding the Daewoo auction, meanwhile, nearly 90 percent of Korean adults were found to be opposed to a foreign takeover of Daewoo Motor, according to a recent poll. Local intellectuals and economists also appeared sharply divided over the economic and industrial impact from a foreign-owned Daewoo Motor. (The Korea Herald 13-March-2000) GENESIS DIRECT: Lowenstein Sandler To Relieve Ravin, Sarasohn ------------------------------------------------------------- The primary attorney at Ravin, Sarasohn, Cook, Baumgarten, Fisch & Rosen PC responsible for the debtor's Chapter 11 cases were Kenneth A. Rosen and Jeffrey D. Prol. Both attorneys are currently associated with Lowenstein Sandler PC and consequently the debtors have decided to retain Lowenstein Sandler as substitute counsel effective as of February 12, 2000. GEOGRAPHICS: KPMG LLP Engaged as New Auditor -------------------------------------------- On March 1, 2000, Geographics, Inc. dismissed Moss Adams LLP as its independent auditor and engaged KPMG LLP as its independent auditor. The change in the company's independent auditor was approved by its Board of Directors. Regarding the financial statements of the company, Moss Adams had qualified its opinion as of and for the years ended March 31, 1999 and March 31, 1998, by including a going concern modification. Moss Adams qualified its opinion because the company had incurred substantial net operating losses in 1999 and 1998 and because the company was then out of compliance with its borrowing agreements, which raised a substantial doubt about its ability to continue as a going concern. Geographics has requested that Moss Adams furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements the company has filed with the SEC. A copy of such letter will be filed with the SEC as an amendment to Geographic's initial notification within two business days of its receipt by the company. GOLDEN OCEAN: Seeks To Vote Shares ---------------------------------- Golden Ocean Group Limited and its debtor affiliates seek entry of an order authorizing Golden Ocean Tankers Limited, a debtor, to vote its shares of its subsidiaries in favor of a novation of two ship-building contracts between Kawasaki Heavy Industries, Ltd. and each of the subsidiaries. The transaction involves the construction of two very large crude carriers pursuant to which the subsidiaries and/or the debtors who are guarantors of the subsidiaries are obligated to pay approximately $147 million in consideration for release from all obligations of the subsidiaries and their guarantors under the contracts and options to purchase the vessels at a future date for then-outstanding indebtedness and authorizing the debtors to enter into related agreements and take other actions as will best effectuate the transaction. The novation contemplates the release of substantially all of the subsidiaries' assets. Both subsidiaries are incorporated in Liberia. Consummation of the novation requires thee debtors, as sole shareholder to vote in favor of the novation. INCOMNET INC: Disclosure Statement Hearing ------------------------------------------ The hearing on Incomnet's Disclosure Statement is set for March 14, 2000 at 9:30 AM. The debtor has made certain changes tot he original plan and disclosure statement. They include that WorldCom now has the right to elect to receive 5% of the common stock in the reorganized company in lieu of a cash distribution; and Incomnet has agreed to distribute a portion of its distribution on account of the Intercompany Claim to entities holding Allowed Class-7 claims, and Incomnet has expanded the scope of the preference actions available for the benefit of Class-7 claims. INTEGRATED HEALTH: Committee Taps Otterbourg as Lead Counsel ------------------------------------------------------------ The Official Committee of Unsecured Creditors asks Judge Walrath for permission to retain New York-based Otterbourg, Steindler, Houston & Rosen, P.C., as its lead counsel in the Debtors' chapter 11 cases, nunc pro tunc to February 18, 2000. Billing at its customary hourly rates: Partners $360 - $480 Associates $195 - $355 Paralegals and Legal Assistants $140 Otterbourg agrees: (a) to assist and advise the Committee in its consultation with the Debtors relative to the administration of these Chapter 11 cases. (b) to attend meetings and negotiate with the representatives of the Debtors; (c) to assist and advise the Committee in its examination and analysis of the conduct of the Debtors' affairs; (d) to assist the Committee in the review, analysis, and negotiation of any financing agreements; and (e) to assist the Committee in the review, analysis and negotiation of any plan(s) of reorganization that may be filed and to assist the Committee in the review, analysis and negotiation of the disclosure statement accompanying any plan(s) of reorganization. Glen B. Rice, Esq., William M. Silverman, Esq., and Jenette Barrow-Bosshart, Esq., lead the engagement. (Integrated Health Bankruptcy News Issue 3; Bankruptcy Creditor's Service Inc.) INTERSCIENCE COMPUTER: Renaissance Capital Reports Holdings ----------------------------------------------------------- Renaissance Capital Growth and Income Fund III, Inc., beneficially owns 2,750,000 shares of the common stock of Interscience Computer Corporation, with sole power to vote or dispose of the stock. 2,750,000 shares represents 44.32% of the outstanding common stock of Interscience. Renaissance Capital Group, Inc., an Investment Adviser, is also Investment Manager for Renaissance US Growth and Income Trust PLC. Renaissance US Growth and Income Trust PLC also owns securities of Interscience Computer Corporation. JUMBOSPORTS: Hearing on Disclosure Statement -------------------------------------------- The court will conduct a hearing on May 4, 2000 at 2:30 PM in courtroom 9B, Sam M. Gibbons US Courthouse, 801 North Florida Avenue, Tampa, Fla. to consider the adequacy of the disclosure statement. LEVITZ FURNITURE: Extending the Exclusive Periods ------------------------------------------------- The debtors, Levitz Furniture Incorporated et al. seek a court order extending the exclusive periods during which the debtors may file reorganization plans and solicit acceptances for such plans, through and including May 31, 2000 and July 31, 2000, respectively. The debtors assert that an extension of the exclusive periods is necessary to permit the debtors to finalize plan negotiations, amend the proposed plan and exit Chapter 11. The debtors' $260 million DIP financing facility expires in June 2000. The debtors have expended significant time and resources negotiating the terms of amendments to the DIP facility. AS a result of refinancing, a sale-leaseback transaction, the bulk sale transaction, and the sale of additional real property, the debtors believe that they have made significant progress in the case. The debtors' cases are large and complex, and for this reason alone, the debtors believe that cause exists to extend exclusivity. LIVENT: Extension of Exclusivity -------------------------------- Judge Arthur J. Gonzalez, entered an order on March 7, 2000 ordering that all parties must show cause why an order should not be entered granting the debtors, Livent (US) Inc., et al. a court order extending the exclusive periods during which the debtors may file a plan of reorganization and solicit acceptances of plan or plans of reorganization for each of the debtors. The current expiration date of the period in which the debtors have the exclusive right to file a plan is March 15, 2000. MARTIN COLOR-FI: Order Sets Deadline For Filing Plan ---------------------------------------------------- By order of the US Bankruptcy Court, District of South Carolina, the debtor shall file a plan and disclosure statement by March 24, 2000. NANTUCKET INDUSTRIES: Files Voluntary Petition in Chapter 11 ------------------------------------------------------------ On March 3, 2000, Nantucket Industries, Inc. filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. The company intends to file a Chapter 11 Plan and a Disclosure Statement on or before July 3, 2000. NANTUCKET INDUSTRIES: Treglia Appointed Director ------------------------------------------------ At a special meeting of the board of directors, held January 18, 2000, John H. Treglia was appointed as a director of Nantucket Industries Inc. to fill the vacancy caused by the resignation of James H. Carey, which had occurred on October 8, 1999. Mr. Treglia was also appointed President and Secretary of the company. Upon the appointment of Mr. Treglia, the company's board consisted of the following five persons, John H. Treglia, Steven Schneider, Marc Feder, Kenneth Klein, and George J. Gold. The appointment of Mr. Treglia as an officer and director of the company, was made in contemplation of the company's being reorganized through a Chapter 11 proceeding. The company indicates Chapter 11 was to be undertaken because, since the fall of 1999, the company has been insolvent and dormant without any assets or business operations. At a meeting of the board of directors held on February 17, 2000, Marc Feder resigned his position as a director of the company. The remaining directors present at the meeting appointed Dr. Frank J. Castanaro to fill the vacancy on the board caused by Mr. Feder's resignation. Subsequent to the said meeting, two more directors, Steven Schneider and Kenneth Klein also resigned from the board. PENNCORP FINANCIAL: Meeting of Creditors ---------------------------------------- A Chapter 11 bankruptcy case concerning Penncorp Financial Group, Inc. was filed on March 31, 2000. Attorney for the Debtor is Thomas L. Ambro, Richards, Layton & Finger, PO Box 551, One Rodney Square, Wilmington, DE. A meeting of Creditors I set for March 31, 2000 at 1:30 PM, 844 King Street, Room 2313, Wilmington, DE. QUANALYZE OIL: Meeting of Creditors ----------------------------------- The debtor, Quanalyze Oil & Gas Corporation Inc. filed a chapter 11 case on March 6, 2000. Attorney for the debtor is William R. Davis, Jr., Jeffers & Banack, Inc., 745 Mulberry #900, San Antonio, Texas 78212. A meeting of creditors will be held on April 3, 2000 at 8:30 AM in San Antonio Room 333, US Post Office Bldg., 615 E. Houston St., San Antonio, Texas 78205. READ-RITE: US District Court Dismisses Two Class Action Suits ------------------------------------------------------------- Read-Rite Corporation reports that the U.S. District Court in San Jose has dismissed the two federal class action lawsuits filed against the Read-Rite and certain of its officers and directors. In one suit, covering a class of plaintiffs who purchased Read- Rite stock during the period from April 19, 1995 through January 22, 1996, the court's order precludes the plaintiffs from refiling their case. The other class action, covering a group of plaintiffs who purchased Read-Rite stock during the period from March 2, 1996 through June 2, 1996, was also dismissed, but the court gave the plaintiffs in this case thirty (30) days to file an amended complaint in an attempt to remedy deficiencies in their prior pleadings. "We are obviously delighted with the decision", said Cyril Yansouni, chairman and chief executive officer, "We have always believed that the company, its officers and its directors had meritorious defenses in these actions." Read-Rite Corporation is one of the world's leading independent manufacturers of magnetic recording heads, head gimbal assemblies (HGAs) and head stack assemblies (HSAs) for disk drives and tape drives. The company is headquartered in Milpitas, California and has operations in Japan, Thailand, the Philippines and Singapore. ROBERDS: Seeks Authority To Assume Exclusive To Sell Real Estate ---------------------------------------------------------------- The debtor, Roberds, Inc., seeks a court order approving assumption by the debtor of an exclusive agreement to sell relative to the debtor's building located at 2755 Piedmont road, Atlanta, Georgia with TC Atlanta, Inc.; and an order to sell the premises to Clearview Properties, LP a Texas limited partnership. The listing agreement appointed TC Atlanta as the debtor's exclusive listing agent for a period of one year, expiring December 31, 2000. The listing price of the premises is $11 million. The debtor has agreed to pay TCA a sales commission of 3% of the purchase price for a contract secured exclusively by TC Atlanta. Clearview Properties, LP has indicated its intent to purchase the premises for a price of $11.5 million. The debtor requests that the court enter an order approving assumption of the Listing Agreement as an executory contract, and authorizing the debtor to consummate the sale. SC NEW HAVEN: Confirmation Hearing Set -------------------------------------- The US Bankruptcy Court for the District of Delaware signed an order dated February 18, 2000 approving the Disclosure Statement for the second amended joint plan of liquidation with respect to SC New Haven Corporation, f/k/a Starter Corporation, and its affiliates as containing adequate information. A hearing will be held before the Honorable peter J. Walsh, at the US Bankruptcy Court, 824 North Market Street, Wilmington Delaware on March 24, 2000 at 4:00 PM or as soon thereafter as counsel can be heard to confirm the plan. The plan provides for the liquidation of all of the Assets pursuant to a sale of some or all of the assets, the pursuit of avoidance actions, the collection of outstanding accounts receivable, tax refunds and other assets and the pursuit of other causes of action. Overview of Plan: Administrative Claims - Distribution estimate: $1.1M-$1.3M Priority Tax Claims - Distribution estimate: $80,000 - $250,000 Class 1 - Priority Claims for Wages - Distribution Estimate 0- $50,000 Class 2 - Priority Claims for Employee Benefits - Distribution Estimate: 0 Class 3 - Secured Claims of the Bank Group - Distribution Estimate: $3.388M Class 4 - Secured Claim of BankBoston With Respect to New Haven Property - Distribution Estimate: $2.675M Class 5 - Secured Claim of Beckerman For Subrogation - Distribution Estimate: $1.2M to $1.6M (Estimated Recovery 10-11%) Class 6 - Other Secured Claims - Distribution Estimate: $300,000 Class 7 - Unsecured Claims - Estimated aggregate amount of allowed claims: $35M to$50M, estimated distributions are unknown at this time. The Committee has estimated recoveries under the plan to be 0-10% Class 8 - Subordinated Claims under Section 510(c) - 0 Class 9 - Claims Subordinated Under Section 510(b) and interests - 0 All classes designated in the plan are impaired. SOUTHERN MINERAL: Committee Seeks To Terminate Exclusivity ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Southern Mineral Corporation and its debtor affiliates filed an expedited motion to terminate the debtors' exclusive periods to file and solicit acceptances of a plan of reorganization. The Committee asserts that negotiations between the parties have proved unproductive; due to several legal infirmities, the debtors' plan cannot be confirmed over the objection of the bondholders, who object to the plan. In order to provide for a mechanism to conclude the case, the Committee states that it should be permitted to file a plan that reduces current equity's participation to a level commensurate with the facts of the case. UNITED HEALTHCARE: Changes Name To UnitedHealth Group ------------------------------------------------------ On March 1, 2000 United HealthCare Corporation filed Articles of Amendment with the Minnesota Secretary of State's office to change its name from United HealthCare Corporation to UnitedHealth Group Incorporated to be effective March 6, 2000. UNIVERSAL SEISMIC: Second Amended Disclosure Statement ------------------------------------------------------ The debtors, Universal Seismic Associates, Inc. and Universal Seismic Acquisition Inc. filed a second amended disclosure statement and plan of reorganization. All property of the debtor shall vest automatically in the Liquidating Trust on the Effective Date. The debtor shall not operate its business post- confirmation. The Liquidating Trustee shall receive all cash, and shall sell all stock, hard assets, and the assets of UNEXCO. The Liquidating Trustee shall pursue accounts receivable and claims against Coopers Lybrand. US LEATHER: Interim Order To Incur Postpetition Secured Debt ------------------------------------------------------------ The debtor, United States Leather Inc. is seeking a court order authorizing it to enter into certain financial arrangements with Congress Financial Corporation. The Debtor has prepared an interim budget setting forth the projected requirements for funding the debtor's continued operations during the period from the Petition Date through March 17, 2000, in the aggregate approximate amount of $11 million. The debtor has an immediate need for a cash and credit to pay its operating expenses, including payroll. The debtor states that it is in the process of evaluating its strategic alternatives and business prospects. USL closed certain operations within the last thirty days; the debtor intends to sell certain plants, machinery and equipment relating to closed operations. As of the petition date, the principal amount of pre-petition indebtedness owed to Congress, exclusive of accrued but unpaid interest, costs, fees and expenses, was not less than $43,133,126.95, including $650,000 with respect to certain letters of credit. ********* 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 * * *