/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/000712.MBXT R O U B L E D C O M P A N Y R E P O R T E R Wednesday, July 12, 2000, Vol. 4, No. 135 Headlines AMERICAN ARCHITECTURAL: Continues Discussions With Noteholders APB ONLINE: Seeks Investment from Media Companies ARM FINANCIAL GROUP: Disclosure Statement Approved BABCOCK & WILCOX: Receives $20MM Contract from Fortum Engineering CONTOUR ENERGY: Annual Meeting of Stockholders COSTILLA ENERGY: Disclosure Statement Hearing COSTILLA ENERGY: Order Authorizes Payment of Principal Amount DEPOSITORY PRODUCTIONS: Involuntary Case Summary DIMAC HOLDINGS: Bar Date Fixed As Of September 1, 2000 EAGLE FOOD: Court Confirms Amended Reorganization Plan FORCENERGY: Forest Oil Offer $615 Million In Stock FREDERICK'S OF HOLLYWOOD: Files For Bankruptcy Reorganization FRUIT OF THE LOOM: Farley's Motion For Protective Order GENESIS/MULTICARE: Multicare Taps Young Conaway as Local Counsel GREAT TRAIN STORE: Rejection of Leases HARNISCHFEGER: Seeks To Select Agent To Sell Asia Pulp Note HARVARD PILGRIM: Medicare Program To End For 11,000 Seniors JENNA LANE: Files for Chapter 11 Reorganization KENETECH: Annual Meeting Set For August 23, 2000 LOEWEN: Applicants' Third Motion For Extension of CCAA Stay MASTER GRAPHICS: Receives Court Approval of First-Day Orders NETWORK SYSTEMS: Announces Sale of Its Common Stock PRANDIUM: Completes Sale of El Torito Division PRIMARY HEALTH: Joint Motion To Extend Co-Exclusive Periods RELIANCE LIFE: S&P Lowers Ratings to 'Bpi' ROBERDS: Motion For Authority To Sell Remaining Leases SAFETY-KLEEN: Applies To Employ Shaw Pittman as Special Counsel SCHEIN PHARMACEUTICALS: Tender Offer Expires SILVER CINEMAS: Taps Haynes and Boothe LLP as Special Counsel SOGO: Government Bail Out Proposed TITAN ENERGY: Customer Accounts To Be Auctioned TRI VALLEY GROWERS: Taps Investment Firm TRI VALLEY GROWERS: To Facilitate Restructuring Thru Chapter 11 WAXMAN INDUSTRIES: Announces Financial Restructuring Agreement WESTERN DIGITAL: Offers 4.1 Million Shares of Common Stock ********* AMERICAN ARCHITECTURAL: Continues Discussions With Noteholders -------------------------------------------------------------- American Architectural Products Corporation (OTC Bulletin Board: AAPCE) announced continuing discussions with holders of its 11.75% Senior Notes due 2007 ("Senior Notes") regarding a potential consensual restructuring of AAPC's indebtedness. AAPC had previously announced its election to enter the 30-day grace period as provided for in the Indenture for the Senior Notes and to defer the payment of $7.3 million of interest on the Senior Notes otherwise payable on June 1, 2000. In light of the expiration of the 30-day grace period, AAPC is working with noteholders to enter into standstill agreements pursuant to which the noteholders would refrain from taking certain enforcement actions during the agreed standstill period. These standstill agreements would facilitate the process of formulating a consensual plan for restructuring the Senior Notes with the goal of payment of AAPC's trade creditors in full and on a timely basis and will not require employee layoffs. So far, noteholders representing approximately $32 million in principal amount of the Senior Notes have executed standstill agreements, and AAPC anticipates that standstill agreements will be secured from a substantial majority of the noteholders. During the standstill period AAPC will continue to work with its financial advisor, Banc of America Securities LLC, to consider options relating to refinancing, raising new capital, restructuring existing funded debt obligations and potential sales of non-core assets. AAPC will also continue to pursue the possible refinancing of its senior secured bank revolver. "We continue to be encouraged by our discussions with noteholders and prospective new bank lenders," said Joseph Dominijanni, Interim President and CEO of AAPC. "The standstill agreements that we are negotiating with our noteholders would allow us to continue working with these noteholders to formulate a sensible, workable restructuring plan. We are optimistic that we will be able to enter into standstill agreements and continue productive discussions with a substantial portion of our noteholders as we work to resolve this situation promptly." The Company continues to have availability ranging from $5 to $7 million on its senior secured bank facility, and there are no current unwaived defaults under that facility. APB ONLINE: Seeks Investment from Media Companies ------------------------------------------------- APB Online Inc., which reported total assets and liabilities of $3.27 million and $8.2 million respectively, in its Chapter 11 filing in the U.S. Bankruptcy Court in New York last week, is seeking investors who wants to acquire an interest in the company, said Chairman Marshall V. Davidson. According to an affidavit filed in the bankruptcy court, the company officials have had recent discussions with several media companies but the chairman refused to specify which companies were interested. The two-year-old company has already gone through $27 million in cash from investors and needs to raise another $15 million to reach its break-even point by 2002. ARM FINANCIAL GROUP: Disclosure Statement Approved In July 5 ------------------------------------------------------------ Arm Financial Group's disclosure statement was approved in a July 5 hearing in the U.S. Bankruptcy Court for the District of Delaware, advancing the company's Chapter 11 liquidation plan. District Court Judge Peter J. Walsh heard the case. The company will be back in Delaware's bankruptcy court on Aug. 21 for a hearing on the liquidation plan. Arm voluntarily initiated a Chapter 11 filing on Dec. 20, 1999, and in March sold its subsidiaries, Integrity Life Insurance Co. and National Integrity Life Insurance Co., to Western & Southern Life Insurance Co., Cincinnati, for an estimated $119 million. The plan provides for liquidation of all of the company's remaining assets and for distribution of liquidation proceeds to its creditors and preferred shareholders. (Bestwire 07-July-00) BABCOCK & WILCOX: Receives $20MM Contract from Fortum Engineering ----------------------------------------------------------------- McDermott International Inc. announced that its wholly-owned subsidiary, the Babcock & Wilcox Co. unit received a $20 million contract from Fortum Engineering Ltd.'s Fortum Engineering Polska Sp. z.o.o. unit to supply a coal-fired circulating fluidized-bed boiler island to the new Tychy II power plant project in Tychy, Poland. Its capacity boiler is equivalent to 90 megawatts. The project features Babcock's third-generation internal recirculating boiler design and also includes construction and balance of boiler plant equipment. As reported earlier, power plant builder Babcock & Wilcox sought Chapter 11 bankruptcy protection on Feb. 22 in the U.S. Bankruptcy Court for the Eastern District of Louisiana in New Orleans. CONTOUR ENERGY: Annual Meeting of Stockholders ---------------------------------------------- Contour Energy will hold the annual meeting of stockholders in the Park Avenue Room (Lobby Level) of the Hotel Inter- Continental, 111 East 48th Street, New York, New York 10017, at 10:30 a.m. New York time on Tuesday, July 25, 2000. At the meeting stockholders will elect a Board of Directors comprised of seven members, plus two additional members that will be elected by holders of the company's outstanding preferred stock. Also any other business matter that properly comes before the meeting will be considered. Stockholders of record as of the close of business on Friday, May 26, 2000 are entitled to notice and to vote at the meeting. COSTILLA ENERGY: Disclosure Statement Hearing --------------------------------------------- Costilla Energy Inc. filed its Disclosure Statement with respect to debtor's plan of reorganizaiton (Liquidation) as amended on July 7, 2000. The court has set July 18, 2000 as the deadline for filing any objects to the Disclsoure Statement. The hearing to approve the Disclosure Statement has been set for July 20, 2000 at 9:30 AM, US Bankruptcy Court for the Western District of Texas, 615 E. Houston, San Antonio, Tx 78205. COSTILLA ENERGY: Order Authorizes Payment of Principal Amount ------------------------------------------------------------- By order entered on July 5, 2000, Costilla is authorized at its discretion to pay the undisputed portion of the $26,452,852 principal amount of the Bank's Claim. DEPOSITORY PRODUCTIONS: Involuntary Case Summary ------------------------------------------------ Alleged Debtor: Depository Productions, Inc. 826 Broadway New York, NY 10003 Involuntary Petition Date: July 7, 2000 Case Number: 00-41718 Chapter: 11 Court: Southern District of New York Judge: Prudence Carter Beatty Petitioners' Counsel: Heidi L. Snyder McAuliffe & Assoc., P.C. 430 Lexingon Street Newton, MA 02466 Tel:(617) 558-6889 Petitioner: Dan Ionescu Architects Architectural Services $ 35,000 Erv Schultz Unpaid consulting fees and unreimbursed expenses $ 26,019 SOP Acquisition Corp. Loan $ 3,500 RMB Marketing Corp. Loan $ 1,500 DIMAC HOLDINGS: Bar Date Fixed As Of September 1, 2000 ------------------------------------------------------ By order entered on June 28, 2000, the US Bankruptcy Court for the District of Delaware entered an order fixing September 1, 2000 as the last date for filing general proofs of claim. Proofs of claim will be deeemd timely filed only if actually received by DIMAC Claims Docketing Center on or before the Bar Date. EAGLE FOOD: Court Confirms Amended Reorganization Plan ------------------------------------------------------ Eagle Food Centers Inc., which filed for Chapter 11 bankruptcy protection on Feb. 29, announced that the U.S. Bankruptcy Court for the District of Delaware has confirmed its first amended reorganization plan. Under the plan, the senior noteholders will get new senior notes due April 15, 2005 with an interest rate of 11% and a $15 million reduction of outstanding principal under the plan's effective date. The company said it has already restructured its 8 5/8% senior notes dues April 15, 2000 according to its consensual agreements with about 29% of its largest institutional holders. Moreover, the company also rejected or terminated leasehold interests in certain non-operating or underperforming stores. FORCENERGY: Forest Oil Offer $615 Million In Stock -------------------------------------------------- According to an article in The Financial Post on July 11, 2000, Forest Oil Corp., a natural-gas and oil exploration company, agreed to buy rival Forcenergy Inc. for about US$615-million in stock to add wells in Alaska and the Gulf of Mexico, the two biggest producing regions in the United States. Forest will swap 1.6 shares for each Forcenergy share. That values Forcenergy at US$25.60 a share, 21% more than Friday's close. Forest holders will own 56% of the new company. Forest said that it plans to rejuvenate drilling projects in the Gulf of Mexico that Forcenergy curtailed in 1998 because of low oil prices. Forcenergy also is developing oil deposits in the Northwest Territories and has an oil field in Alaska. Miami-based Forcenergy came out of Chapter 11 bankruptcy protection in February. Denver-based Forest said the purchase will immediately boost cash flow, almost double the company's reserves to 1.41 trillion cubic feet of oil and gas, and more than double its daily production to 490 million cubic feet. John Selser, an analyst at RBC Dominion Securities in Houston was quoted as saying that Forcenergy has a bit of a stigma from its financial history but it's got a great base of assets in the Gulf of Mexico. He rates Forcenergy a 'strong buy' and said he may raise his 'outperform' on Forest. Forest's reserves will be about 59% natural gas and 41% oil, compared with the current ratio of 73% gas and 27% oil. Both companies' boards approved the takeover, and shareholders representing about 67% of Forcenergy and about 37% of Forest agreed to vote for it, the companies said. Robert Boswell, Forest chairman and chief executive will retain his positions at the combined company. Richard Zepernick Jr., Forcenergy chief executive, will be president and chief operating officer. FREDERICK'S OF HOLLYWOOD: Files For Bankruptcy Reorganization ------------------------------------------------------------- According to a report in The Wall Street Journal on July 11, 2000, lingerie maker Frederick's of Hollywood Inc. filed for bankruptcy reorganization. In documents filed for its Chapter 11 case, the closely held retailer says it has been unable to push up its earnings or expand operations largely because of the lingering cost of its 1997 leveraged buyout. The bankruptcy filing, along with new financing, will allow the company to firm up its cash flow and move ahead with a planned makeover designed to de-emphasize the more risque side of its business, executives say. "There was some raunchy imagery . . . it was pretty tarnished at one point in time," says the chief executive officer of Frederick's, Linda LoRe. In its filing, the company argues that its financial support remains solid, despite heavy debts and an unresolved dispute with its former auditor. In the filing, Frederick's lists assets of about $66 million, including a value of $32.8 million assigned to trademarks and other intellectual property. The company also projects revenue of about $140 million for the fiscal year ending July 31, and officials say it will generate operating profit of $5 million to $6 million before making debt payments. Liabilities total about $67 million. The filing calls the biggest chunk of debt, $32 million, "allegedly secured" and says it is owed to a group of banks including Credit Agricole Indosuez. Last month, Frederick's was bought by Wilshire Capital LLC, a Los Angeles investment firm. Previously, Frederick's was privatized by Chicago investment group Knightsbridge Capital Corp. Knightsbridge executives didn't return phone calls. The company will continue operating normally through the bankruptcy proceedings, officials said. FRUIT OF THE LOOM: Farley's Motion For Protective Order ------------------------------------------------------- William Farley tells Judge Walsh that is more than willing to cooperate with the Debtors and the Committee in the Rule 2004 Examination process. To facilitate the free exchange of information, Mr. Farley asks Judge Walsh to enter a protective order allowing he and his counsel to designate any personal document that he or another party may produce as confidential. Additionally, Mr. Farley complains to Judge Walsh, he is confused by the precise meaning of the words "document," "concerning," and "time frame," as they are used by the Debtors in the request for production of documents served on him by the Debtors. Mr. Farley asks that Judge Walsh direct the Debtors to refine the meanings of those vague words. Nonsense, Fruit of the Loom says in response. There is $65,000,000 at stake and any privacy concerns Mr. Farley may have are trivial in comparison. Mr. Farley wants the power designate documents as confidential in an arbitrary fashion, the Debtors observe, and there are several problems with this. Mr. Farley gives no definition or criteria on which he will base his decisions to declare a document as confidential. Fruit of the Loom is a public firm, the loan guaranty is reported in public filings and the collateral pledge is disclosed in public Securities and Exchange Commission documents. Fruit of the Loom states that its proposed confidentiality order provides all parties with adequate privacy. Fruit of the Loom directs Judge Walsh's attention to Cipollone v. Liggett Group Inc., 785 F.2d 1108, 1121 (3rd Cir. 1986), teaching that, "an applicant for a protective order whose chief concern is embarrassment must demonstrate that the embarrassment will be particularly serious. The business must show that the embarrassment would cause significant harm to its competitive and financial position." Mr. Farley's request for permission to designate documents produced by other parties as confidential is even more inappropriate, the Debtors say. Fruit of the Loom relates that it has fulfilled numerous document requests from Mr. Farley. Accordingly, Mr. Farley could designate public company documents as confidential when they were never intended as such. Mr. Farley would essentially be given control over the entire discovery process, the Debtors argue. Considering the parties' arguments, Judge Walsh ruled that Mr. Farley will be free to designate any document as confidential during the examination process. The Debtors -- any every other party-in-interest -- with have the right to challenge that designation. Judge Walsh indicated that he is confident that Mr. Farley and Mr. Farley's counsel would not engage in the type of game-playing the Debtors describe in their response. (Fruit of the Loom Bankruptcy News Issue 8; Bankruptcy Creditors' Service Inc.) GENESIS/MULTICARE: Multicare Taps Young Conaway as Local Counsel ----------------------------------------------------------------- The Multicare Debtors seek to employ and retain Young Conaway as its local counsel, effective as of the Petition Date. The Debtors selected Young Conaway because of the firm's extensive experience and knowledge and because of its expertise, experience and knowledge with respect to practice before the Bankruptcy Court in Delaware, its proximity to the Court, and its ability to respond quickly to emergency hearings and other emergency matters in this Court. Moreover, Young Conaway has become familiar with the Debtors' businesses and affairs and many of the potential legal issues which may arise in the context of Multicare's chapter 11 cases. The Debtors contemplate that Young Conaway will: (1) provide legal advice with respect to the Debtors' powers and duties as debtors in possession; (2) prepare and pursue confirmation of a plan and approval of a disclosure statement; (3) prepare applications, motions, answers, orders, reports and other legal papers; (4) appear in Court to protect the interests of the Debtors; and (5) perform other legal services which may he necessary and proper in the chapter 11 proceedings. Subject to court approval, the Debtors will pay Young Conaway on an hourly basis, plus reimbursement of actual necessary expenses. The principal attorneys and paralegals presently designated to represent Multicare and their current standard hourly rates, which may be adjusted, are: James L. Patton $ 410 Robert S. Brady $ 310 Maureen D. Luke $ 270 Dennis Mason $ 100 The Debtors propose to employ Young Conaway under a general retainer because of the extensive legal services that may he required and the fact that the nature and extent of such services are not known yet. Young Conaway submits that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. (Genesis/Multicare Bankruptcy News Issue 2; Bankruptcy Creditors' Service Inc.) GREAT TRAIN STORE: Rejection of Leases -------------------------------------- The Great Train Store Company, Inc. and its debtor affiliates reject the following leases: Effective July 10, 2000 Woodland Hills Mall 7021 S. Memorial Drive, #118 Tulsa, OK Effective July 8, 2000 Hamilton Place 2100 Hamilton Place Boulevard Chattanooga, TN Effective July 10, 2000 North Point Mall 1000 North Point Circle, #1030 Alpharetta, GA Effective July 7, 2000 Tysons Corner Center 8045 Tysons Corner Center McLean, VA Effective July 13, 2000 Holyoke Mall at Ingleside 50 Holyokie Street, #B312 Holyoke, MA HARNISCHFEGER: Seeks To Select Agent To Sell Asia Pulp Note ----------------------------------------------------------- The settlement of the Asia Pulp & Paper-related litigation closed on April 6, 2000. The Debtors received a $25,000,000 cash payment and a $110,000,000 note issued by PT Indah Kiat Finance (IV) Mauritius Limited and guaranteed by Asia Pulp & Paper Company Ltd. and PT Indah Kait Pulp & Paper Tbk. The Note is payable in eight $13,750,000 quarterly installments, commencing March 31, 2001, and 15% interest is payable semi-annually on March 31 and September 30 of each year, commencing September 30, 2000. The Debtors don't want to hold a note; they'd prefer to have cash. By this Motion, the Debtors ask the Court for permission to allow the Debtors, in consultation with the Official Committee of Unsecured Creditors and the Beloit Subcommittee, to select an investment banker to sell the APP Note. The Debtors, in turn, will file an application for authority to employ the investment banker pursuant to 11 U.S.C. Sec. 327(a). The investment banker will be charged with the selling the APP Note, in whole or in part, on a competitive basis to achieve the highest overall value. The Debtors believe that if they were to market the APP Note directly, they would not obtain the best price. Additionally, the Debtors ask Judge Walsh for explicit authority, after the investment banker and the Debtors, with the consent of the Official Committee of Unsecured Creditors and the Beloit Subcommittee, select the offer or offers that yield the highest overall value, to consummate the transactions without further court approval. The Debtors suggest that foreign entities unfamiliar with the Bankruptcy Code are the likely buyers of the APP Note. The Debtors fear that the delays inherent in seeking separate approval of the transactions would (i) deter potential buyers from submitting offers for the APP Note or (ii) result in a lower price. (Harnischfeger Bankruptcy News Issue 24; Bankruptcy Creditors' Service Inc.) HARVARD PILGRIM: Medicare Program To End For 11,000 Seniors ------------------------------------------------------------ HMO's across the country say, due to the low Medicare reimbursements, they are losing millions of dollars. Harvard Pilgrim suffered losses of $25 million last year and expects another $5 million to $7 million this year. Together with Harvard Pilgrim, Tufts Health Care announced the proposed filing with the federal HCFA. According to Geoff Wilkinson, executive director of the MSAC, "The people don't count in the business decisions these companies are making," and "They're writing them off, like you write off bad debt." Harvard Pilgrim will end its program with Worcester, Plymouth, Bristol and Barnstable counties, but will retain providing for its 46,000 senior citizens in Suffolk, Middlesex, Norfolk and Essex counties. JENNA LANE: Files for Chapter 11 Reorganization ----------------------------------------------- Jenna Lane, Inc. (NASDAQ:JLNY) announced on July 10, 2000 that in response to an involuntary chapter 7 petition filed on June 30, 2000 against the Company it consented to the conversion of the proceeding to one under Chapter 11 of the Bankruptcy Code. The case is pending before Chief U.S. Bankruptcy Judge Stuart M. Bernstein of the United States Bankruptcy Court for the Southern District of New York, Case No. 00 B 41668 (SMB). HSBC Business Credit (USA) Inc., the Debtor's pre-petition factor, has agreed to finance the Debtor's operations during the pendency of the Chapter 11 case. The Debtor believes that continuing under the protection of the bankruptcy court will enable it to maximize assets and negotiate a plan with its creditors. KENETECH: Annual Meeting Set For August 23, 2000 ------------------------------------------------ The annual meeting of stockholders of Kenetech Corporation, a Delaware corporation, will be held at the Park Hyatt San Francisco, 333 Battery Street, San Francisco, California, on Wednesday, August 23, 2000, at 10:00 A.M., local time, for the purpose of: 1. Electing two Class I Directors of the company to hold office for three-year terms; 2. Considering and voting upon a proposal to amend the Restated Certificate of Incorporation of the company to eliminate the company's Series U Preferred Stock; 3. Considering and voting upon a proposal to amend the Restated Certificate of Incorporation of the company to effect a one-for-ten reverse stock split of the issued and outstanding shares of the company's common stock, $0.0001 par value; 4. Considering and voting upon a proposal to amend the Restated Certificate of Incorporation of the company to decrease the number of authorized shares of the ompany's common stock, $0.0001 par value, from 110,000,000 to 11,000,000 and decrease the number of authorized shares of the company's preferred stock, par value $0.01, from 10,000,000 to 1,000,000; 5. Ratifying the Board of Directors' appointment of independent auditors to audit the financial statements of the company for the 2000 fiscal year; and 6. Acting upon all other matters which may properly come before the meeting. Stockholders of record at the close of business on June 26, 2000 are entitled to notice of, and to vote at, the meeting. LOEWEN: Applicants' Third Motion For Extension of CCAA Stay ----------------------------------------------------------- The Applicants are continuing to work diligently toward presenting a Plan of Arrangement to their creditors and the Court and continue to require the Court's protection, Derrick C. Tay, Esq., of Mieghen Demers, told Mr. Justice Farley at a hearing convened in Toronto convened for the purpose of considering a third extension of the CCAA Stay through December 31, 2000. "The Company is very much aware of the fact it must, for the benefit of all stakeholders, strive to complete the restructuring process as quickly as possible," Bradley D. Stam, Loewen's Senior Vice-President of Law and Asset Management, testified. "[We] recognize[] that the protection afforded by the Insolvency Proceedings is extraordinary and the Company appreciates the confidence which stakeholders have shown to date. However, the Company is also very much aware that the restructuring process takes time, especially in these circumstances where the Company is not only required to comply with the requirements of the Insolvency Proceedings, but also is redesigning, for the benefit of all stakeholders, the business of the Company to deal with the challenges which have been presented. "The Company strongly believes it must use its best efforts through the restructuring process to remedy, or otherwise address, the principal reasons why the restructuring was necessary. Otherwise the Company may continue to suffer from its historical problems and will not be in a position to maximize recoveries for stakeholders." Mr. Stam indicated that, while Loewen is anxious to close the insolvency-related chapter in its corporate history, December 31, 2000, "is an aggressive target for completion of the restructuring process." Considering the Applicants' request, Mr. Justice Farley ruled that the CCAA Stay shall be, and is, extended and continued to December 31, 2000. (Loewen Bankruptcy News Issue 24; Bankruptcy Creditors' Service Inc.) MASTER GRAPHICS: Receives Court Approval of First-Day Orders ------------------------------------------------------------ Master Graphics, Inc. (OTCBB: MAGR) announced it has received Bankruptcy Court approval to, among other things, pay prepetition and postpetition employee wages, salaries, commissions, workers compensation, health benefits, and other employee obligations during its voluntary restructuring under Chapter 11, which commenced on July 7, 2000. The court also authorized the Company to pay prepetition claims for consignment vendors and approved procedures concerning consigned goods. The Company is also authorized to continue certain prepetition customer rebate practices. In addition, the Court approved an agreement with the Companys prepetition lenders, that provides liquidity to fund operations and continue servicing customers in the ordinary course of business. Discussions regarding debtor-in-possession financing will continue in the interim. The Court is scheduled to hear a motion the Company filed today seeking approval of the implementation of a key employee retention, incentive and severance program approved by the board of directors. A hearing has been scheduled for August 3, 2000 to hear pending motions. Chief Executive Officer Michael Bemis said he was extremely pleased by both the first-day orders entered by the Court, as well as the support received at the first-day hearing by the Companys noteholders and prepetition lenders. He noted that the restructuring should have no impact on the day-to-day operations of the Companys divisions or on its ability to serve its customers. "There will be no interruption in operations at the Companys divisions, and we will continue to purchase and pay for goods and services from our suppliers." He also stated that Master Graphics has already contacted a number of its major vendors, who have indicated their support. "With our first-day motions approved, we can now renew our focus on the core operations of our business and concentrate on our key constituencies -- our customers, our vendors and our employees. We will continue our restructuring initiatives aimed at increasing operating efficiencies, completion of our integration and improving profitability. Concentrating on these areas will enable Master Graphics to maximize the value of the business for all of the Companys stakeholders," Mr. Bemis said. In other actions, the Company filed papers to approve F. Duffield "Duff" Meyercord, chief restructuring officer. Mr. Meyercord is managing director of Carl Marks Consulting Group LLC, a New York based firm that specializes in crisis management, turnarounds and restructurings. Mr. Meyercord has extensive experience providing advisory services to numerous public and private companies in order to increase profitability and create stakeholder value and includes many successes related to corporate restructurings. The Company also filed papers for the appointment of J. Richard Walker as interim chief financial officer, who is a senior advisor of Carl Marks Consulting Group LLC. Mr. Meyercord and his firm Carl Marks Consulting Group LLC have been retained as consultants to assist the Company in evaluating its strategic alternatives since June 5, 2000. According to Michael Bemis, "Duff is the best person to help the Company achieve its goals for creating a capital structure that will support the operations of the business." Master Graphics announced earlier today that it expects to reach an agreement with the majority holders of the Companys 11 1/2% Senior Notes due 2005 in the principal amount of $130 million to convert substantially all of the bond debt into substantially all of the future equity of the Company. Master Graphics, Inc. and its wholly-owned subsidiary, Premier Graphics, Inc. filed its Chapter 11 cases July 7, 2000 in the U.S. Bankruptcy Court for the District of Delaware in Wilmington. Master Graphics provides high-quality, general commercial printing products to numerous customers throughout the United States. The Cordova, Tennessee-based company employs approximately 1,900 employees and operates 23 facilities in 14 states. NETWORK SYSTEMS: Announces Sale of Its Common Stock --------------------------------------------------- Network Systems International, Inc. (NASDAQ: NESI), announced on July 10, 2000 that it has entered into an agreement for the sale of 1,666,667 newly issued shares of common stock at $0.60 per share to seven investors in a private placement organized by Millennium Holdings Group, Inc. Network intends to use the proceeds from the sale of this stock to reduce its outstanding indebtedness to Wachovia Bank, N.A. The sale is expected to close in July. During the past nine months, Network has experienced a substantial reduction in revenues and has suffered large operating losses. As a result of these two factors, Network is in default of its financial loan covenants contained in its revolving credit agreement with Wachovia. As stated in Network's Quarterly Report on Form 10-QSB filed with the Securities and Exchange Commission on May 15, 2000: "Until the Company can renegotiate its current revolving credit agreement or secure refinancing with another lender, the Company's principle sources of liquidity are funds generated by operations. These matters, along with the slowdown in software license sales, raise doubt about the ability of the Company to continue as a going concern." Network has been unable to arrange for adequate financing to replace the Wachovia credit facility. After pursuing a number of other alternatives, Network's Board of Directors concluded that the sale of its stock to the Millennium investors is the best alternative available at this time. As a condition to the sale of stock, four of Network's current management shareholders, Robbie M. Efird (the current Chairman of the Board and Chief Executive Officer of Network), E.W. "Sonny" Miller, Jr., David F. Christian and James W. Moseley, have agreed to sell an aggregate of 2,700,000 of their shares of Network stock to Herbert Tabin, a managing partner of Millennium, for $ 1,500,000, or approximately $0.56 per share, in a second private placement arranged by Millennium. The sale is also conditioned upon all of the current directors of Network resigning effective as of the closing date in favor of a representative of the new investors. The current officers of Network also plan to resign as of the closing date. As a condition to completing the sale of the new shares to the Millennium investors, Messrs. Efird, Miller, Christian and Moseley will also grant Network an option, expiring in forty-five days after the date of the stock sale, giving Network the right to require the former management group to purchase all of the operating assets of Network's business as currently conducted for $3,000,000. During this 45-day period, Network will determine the value of these assets and evaluate whether it is in the best interests of Network and its shareholders for Network to sell the assets to the former management group at the option price, to sell the assets to a third party, to retain the assets or to take other appropriate action. If Network elects to exercise the option, the former management group will make an initial cash payment of $1,500,000 for the assets and will deliver a non-recourse promissory note in the principal amount of $1,500,000, for the remaining purchase price. The note will be secured by the former management group's remaining 2,925,856 shares of Network stock. Millennium will use its best efforts to place the pledged shares with accredited investors on behalf of the former management group for at least $1,500,000, or approximately $0.51 per share. Millennium will remit the proceeds generated by the sale of the former management group's remaining shares to Network to satisfy the remaining balance of the purchase price for the assets. If the remaining shares are sold for an amount greater than $1,500,000, Millennium will retain the excess. Of the $ 3,000,000 paid for the assets, it is intended that $2,000,000 will be used by Network to reduce outstanding indebtedness to Wachovia under the revolving credit arrangement. If Millennium cannot sell the remaining shares for at least $1,500,000, Network will extinguish the promissory note at maturity and retain the remaining shares in satisfaction of the outstanding purchase price for the sale of the assets. Network Systems International, Inc. is a vertical market company that specializes in providing industry specific solutions to the textile, apparel, home furnishings and printing industries. The Company's integrated applications provide customers a complete system for managing the enterprise and supply chain. Founded in 1985, Network Systems International, Inc. is headquartered in Greensboro, North Carolina with offices in Dallas, Texas and Duncan, South Carolina. PRANDIUM: Completes Sale of El Torito Division ---------------------------------------------- Prandium, Inc. has completed the sale of its El Torito Restaurant Division to Acapulco Acquisition Corp. of Long Beach, California. Under the terms of the sale, Prandium received, subject to certain post closing adjustments based on a closing balance sheet, net cash proceeds of $114.7 million. Prandium expects to record a pretax gain and positive earnings per share in the third quarter of fiscal 2000 as a result of this transaction. A portion of the net cash proceeds from the sale were used to repay certain indebtedness. Additional alternative uses of the remaining net cash proceeds are being explored by Prandium. PRIMARY HEALTH: Joint Motion To Extend Co-Exclusive Periods ----------------------------------------------------------- The Official Committee of Unsecured Creditors of Primary Health Systems, Inc. and its debtor affiliates filed a joint motion for order further extending the co-exclusive periods during which the Official Committee of Unsecured Creditors and/or the debtors may propose and file a plan of liquidation and solicit acceptances thereof. The Committee and the debtors request that the court enter an order extending the co-exclusive periods during which the Committee or the debtors may file a plan of liquidation and solicit acceptances thereof, through and including September 14, 2000 and November 13, 2000. A hearing will be held on July 28, 2000 at 1:00 PM. The joint motion seeks to extend the co-exclusive period for filing a plan of liquidation to September 14, 2000 and the co- exclusive period to solicit acceptances thereof to November 13, 2000. Both the committee and the debtor are aware that these cases may involve the filing of a liquidating plan. The debtors are currently seeking authorization to sell certain medical and other equipment located at Mt. Sinai Medical Center- University Circle, and are progressing toward the sale of the debtors' remaining hospital facility - Deaconess Hospital. In addition, the debtors have recently successfully completed the sale of the St. Michael Hospital, Mt. Sinai-East Hospital and the Integrated Medical Campus facilities. The committee and the debtors hope to develop and consummate a consensual plan of liquidation, but require additional time to analyze the possible results of the pending sales and any issues which may present themselves relative thereto. The debtors and the committee also require additional time to analyze the debtors' unpaid administrative expense claims. After completion of the pending sales, the debtors may seek the court's approval of r the establishment of an administrative claims bar date in order to assist the debtor sand the committee to understand the feasibility of proposing a liquidating plan. RELIANCE LIFE: S&P Lowers Ratings to 'Bpi' ----------------------------------------- Standard & Poor's lowered its financial strength rating on Reliance Life Insurance Co. (Reliance Life) to single-'Bpi'. The rating action reflects the recent downgrade of the counterparty credit rating on the company's parent, Reliance Group Holdings Inc., to triple-'C' and the downgrade of the financial strength rating on members of the Reliance Insurance Co. Intercompany Pool to single-'B'. Although the rating on Reliance Life is related to that of its parent, the downgrade is mitigated by the benefits of Reliance Life's regulatory shield, in accordance with Standard & Poor's rating criteria. Reliance Life is a life and health insurer licensed in 43 states, the District of Columbia, and Canada, and writes credit life insurance and credit accident and health coverage. 'pi' ratings, denoted with a 'pi' subscript, are insurer financial strength ratings based on an analysis of an insurer's published financial information and additional information in the public domain. They do not reflect in-depth meetings with an insurer's management and are therefore based on less comprehensive information than ratings without a 'pi' subscript. 'pi' ratings are reviewed annually based on a new year's financial statements, but may be reviewed on an interim basis if a major event that may affect the insurer's financial security occurs. Ratings with a 'pi' subscript are not subject to potential CreditWatch listings. Ratings with a 'pi' subscript generally are not modified with 'plus' or 'minus' designations. However, such designations may be assigned when the insurer's financial strength rating is constrained by sovereign risk or the credit quality of a parent company or affiliated group, Standard & Poor's said. ROBERDS: Motion For Authority To Sell Remaining Leases ------------------------------------------------------ Roberds, Inc., debtor, seeks an order authorizing the sale of remaining real property leases and real property of the debtor by auction or otherwise and setting a date to conduct an auction of or otherwise sell the debtor's interest in real property leases and real property of the debtor. The debtor has determined that , in order to maximize the value of its estate, it is in the best interests of the debtor and its creditors to attempt to market and sell the leases and the real property sites through an organized auction process utilizing the services of DJM Asset Management, LLC, its real estate consultant. The leases are as follows: 5300 Frontage Road, Forest Park, Georgia 975 Dawsonville Highway, Gainesville, Georgia 550 Franklin Road, Marietta, Georgia 6288 Dawson Blvd., Norcross, Georgia 2000 Holcombwoods Parkway, Roswell, Georgia 4741 East National Road, Indiana 1243 Ash Street, Piqua, Ohio 300 East Main Street, Springfield, Ohio 1100 East Central Avenue, West Carrollton, Ohio 1000 East Central Avenue, West Carrollton, Ohio 1100 East Central Avenue, West Carrollton, Ohio Owned Real Property: 4465 Gandy Blvd. Tampa, Fla. 116 East Fletcher Avenue, North Tampa, Fla. 8905 US Highway 19 North, Port Richey, Fla. 4435 Atlanta Highway, Bogart, Georgia 5960 Stewart Parkway, Douglasville, Georgia 1302 Highway 85 North, Fayetteville, Georgia 2675 Fairfield Commons, Beavercreek, Ohio 6196 Poe Avenue, Vandalia, Ohio 2377 Commerce Drive, Fairborn, Ohio SAFETY-KLEEN: Applies To Employ Shaw Pittman as Special Counsel --------------------------------------------------------------- Safety-Kleen presents Judge Walsh with its application, pursuant to 11 U.S.C. Sec. 327(e), to employ Shaw Pittman as special counsel to represent the special committee of the board of directors. The Debtors advise Judge Walsh that, on March 6, 2000, Safety- Kleen announced the initiation of an internal investigation of certain alleged accounting irregularities in previously reported financial results. The Board immediately established a special committee, consisting of four outside directors led by Mr. David E. Thomas, Jr., to lead the investigation. The special committee promptly engaged the law firm of Shaw Pittman and the accounting firm of Arthur Andersen LLP to conduct an independent investigation of the alleged accounting irregularities and a comprehensive review of the Debtors' financial reporting and accounting practices and policies. Pending the outcome of the investigation, the board also placed SKC's Chief Executive officer, Chief operating officer, and Chief Financial officer on administrative leave. On May 12, 2000, these senior executives resigned their positions. Shaw Pittman's proposed retention is for the purpose of continuing its engagement to represent a Special Committee of the Debtors' Board of Directors in conducting an investigation into alleged financial reporting and accounting irregularities and to provide representation on matters that relate to or arise from the investigation. The investigation is unrelated to the day-to- day administration of these Chapter 11 cases. Pursuant to an Engagement Letter dated as of March 4, 2000, Shaw Pittman will assist the Special Committee in: (a) collecting and reviewing pertinent documents; (b) interviewing appropriate persons; (c) making findings and recommendations; (d) reporting such findings and recommendations to the Special Committee and the board of directors of the Debtors; (e) retaining the services of Arthur Andersen LLP and such other persons as Shaw Pittman regards as necessary to assist in the investigation; and (f) counseling and advising the Special Committee on such matters as Safety-Kleen requests. Shaw Pittman's continued retention will be invaluable to the Debtors as they seek to uncover the extent and nature of any financial reporting and accounting irregularities with respect to their past several fiscal years, Safety-Kleen says. Shaw Pittman's customary hourly rates for attorneys range from $135 per hour to $475 per hour and rates for legal assistants range from $65 to $150 per hour. The members and counsel presently primarily expected to work on this matter, and their hourly rates, are: Charles J. Landy $375 J. Thomas Lenhart $375 Philip J. Harvey $350 Alvin Dunn $275 Marvin R. Lange $325 Gregory J. Phillips $160 Shaw Pittman was paid a $285,000 retainer prior to the Petition Date. Charles J. Landy, a Shaw Pittman member based in Washington, D.C., discloses that his Firm in the past has represented, currently represents, and in the future likely will represent certain creditors of the Debtors and other parties-in-interest in matters unrelated to the Debtors, the Debtors' reorganization cases or such entities, claims against or interests in the Debtors. Shaw Pittman's representation of any other entity will not affect the firm's representation of the Debtors in these cases, Mr. Landy says. Mr. Landy stresses that Shaw Pittman does not represent any other entities in any matter adverse or related to the Debtors. (Safety-Kleen Bankruptcy News Issue 4; Bankruptcy Creditors' Service Inc.) SCHEIN PHARMACEUTICALS: Tender Offer Expires -------------------------------------------- Watson Pharmaceuticals, Inc. has reported that its tender offer for shares of common stock of Schein Pharmaceutical, Inc., which commenced on June 6, 2000, expired at 12:00 Midnight, New York City time on Monday, July 3, 2000, and was not extended. During the tender offer period, approximately 24,566,000 outstanding Schein shares (representing approximately 74.4% of the total outstanding Schein shares) were validly tendered and not withdrawn. Watson Pharmaceuticals, Inc., headquartered in Corona, CA, is engaged in the development, manufacture and sale of proprietary and off-patent pharmaceutical products. Schein Pharmaceutical, Inc., headquartered in Florham Park, NJ, is a pharmaceutical company that has a diverse portfolio of both brand and generic products. SILVER CINEMAS: Taps Haynes and Boothe LLP as Special Counsel ------------------------------------------------------------- Silver Cinemas International, Inc., et al. seeks authority to retain and employ Haynes and Boothe LLP as special counsel of the debtors for delivering opinions of counsel in connection with financing, drafting, negotiating and general representation in connection with real estate leasing and construction matters, and general corporate advisory and representation matters. The firm has agreed to be compensated on a time-spent basis, based upon tis usual and customary hourly rates and fees as follows: Sue P. Murphy Partner $375/hour Richard K. Martin Partner $350/hour Steven L. Wilson Of Counsel $300/hour Stephen M. Pezanosky Partner $300/hour Craig S. Unterberg Associate $160/hour Linda Breedlove Paralegal $110/hour SOGO: Government Bail Out Proposed ---------------------------------- Japan's prime minister, Yoshiro Mori, has ordered officials to review a government bailout of Japanese department-store operator Sogo that could cost taxpayers as much as 100 billion yen ($927 million), the Kyodo news agency reported. TITAN ENERGY: Customer Accounts To Be Auctioned ----------------------------------------------- About 50,000 customer accounts of Titan Energy, a natural gas marketer that has filed for bankruptcy protection, will be sold at an auction Wednesday in federal bankruptcy court. Shell Energy, the No. 3 Georgia marketer, has bid $1.8 million for the accounts, but other marketers will be able to bid under an order Monday by U.S. Bankruptcy Judge W.H. Drake Jr. Officials at Georgia Natural Gas Services, the state's largest marketer, said they will not bid. A spokeswoman for SCANA Energy, the second largest marketer, said a decision has not been made Roswell-based Titan Energy of Georgia, the state's No. 6 marketer, was granted protection from creditors under Chapter 11 of the federal bankruptcy code last week. Its largest creditor is Atlanta Gas Light Co., which distributes gas for the marketers. Titan, which changed its name from United Gas Management this year, is the second marketer to declare bankruptcy since Georgia's natural gas market was deregulated last year. Shell, which has bid $35 for each of Titan's customers, said it is prepared to close the deal Wednesday and take on Titan's customers Friday. The customers are free to choose another marketer. TRI VALLEY GROWERS: To Facilitate Restructuring Thru Chapter 11 --------------------------------------------------------------- Tri Valley Growers, one of the nation's largest canned fruit and tomato processors, announced on July 10, 2000 that, in order to facilitate a restructuring of the company, it has filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code. Concurrently, Tri Valley Growers announced it obtained a commitment for approximately $270 million in debtor-in-possession (DIP) financing from a group of financial institutions led by Bank of America Business Credit to fund the company's operations during its voluntary restructuring under Chapter 11. The DIP financing, which is subject to Court approval, will provide funds for post-petition supplier and employee obligations, as well as the company's ongoing operating needs during the restructuring process. Tri Valley President and Chief Executive Officer Jeffrey P. Shaw said that Tri Valley Growers' financial performance has been impacted during the past two years by the effects of unfavorable long-term contracts, industry wide oversupply of tomatoes and plants running under capacity, which collectively stranded the company's attempts to achieve profitability. He noted that despite the challenging conditions under which the company has been operating, Tri Valley Growers has made tremendous progress in many key areas during the past year. "We reduced our short- term debt by $60 million, cut inventory by $70 million and significantly improved our levels of service. Clearly, the problems associated with the canned tomato market have hampered our progress. We are working hard at all levels of the organization to facilitate the turnaround of Tri Valley Growers. Tri Valley Growers produces or markets approximately half of the nation's canned peaches and apricots. The company also processes and markets a sizable amount of the canned tomatoes. Tri Valley Growers' products are consumed in the U.S. and overseas. They are sold under branded and private labels to the retail grocery and food service industries. "We explored all the available alternatives, and we believe that a voluntary Chapter 11 proceeding gives us the best opportunity to rapidly reconfigure our operations, restructure our debt and reposition our company for greater long term operational efficiency, heightened sales success and strong profitability. Today's action is critical to establishing a more appropriate capital structure and a strong competitive future for Tri Valley Growers. Tri Valley Growers said that while it completes its restructuring, the company's food processing and canning operations, warehousing, shipping and distribution system; transportation network, consignment centers, equipment leasing, and corporate offices would operate as usual. Two tomato facilities will be idled during this year's pack to balance inventories in a difficult tomato industry. The company's employees will continue to be paid without interruption, and it will continue to pay for all post-petition purchases from growers and vendors utilizing the protection provided by the Chapter 11 process. The company filed its Chapter 11 petitions in the U.S. Bankruptcy Court for the Northern District of California in Oakland. TRI VALLEY GROWERS: Taps Investment Firm ---------------------------------------- Tri Valley Growers today announced the retention of Goldsmith- Agio-Helms, a private investment banking firm, to help in the restructuring of the company. Tom Osetek, Tri Valley Growers' Group Vice President of Sales, Marketing and Finance said, "Tri Valley is committed to exploring all strategic alternatives that will maximize the value of the business. Goldsmith-Agio-Helms will pursue outside investments in Tri Valley Growers' operations and potential buyers for the company. The Goldsmith-Agio-Helms investment banking team is an important part of our company's reorganization and Chapter 11 bankruptcy restructuring process." Tri Valley Growers filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code today in Oakland. Tri Valley Growers has a profitable canned fruit business with strong retail and food service channels of distribution with products are sold under numerous well-known branded and private labels, including the popular S&W brand, which is owned by the company. Much of the Tri Valley Growers' current difficulties have related to the tomato processing side of its business operations. Osetek said senior members of Goldsmith-Agio-Helms involved in helping Tri Valley Growers secure investors or buyers include: Kevin G. Jach, Managing Director; Barry D. Freeman, Director; and Andrew R. Dowdle, Senior Associate. Interested parties may contact Goldsmith-Agio-Helms at (612) 339-0500. WAXMAN INDUSTRIES: Announces Financial Restructuring Agreement -------------------------------------------------------------- Waxman Industries, Inc. (OTC Bulletin Board: WAXX), a holding company for businesses supplying specialty plumbing and other products to the U.S. repair and remodeling market, reported it has reached agreements with, among others, a committee representing its bondholders for the monetization of it ownership of Barnett Inc. common stock and the financial restructuring of Waxman Industries. These agreements include Waxman's agreement to vote in favor of the acquisition of Barnett Inc. (Nasdaq: BNTT) by Wilmar Industries Inc. for $13.15 per share, which was announced today by Barnett. The comprehensive financial restructuring plan includes the sale of the 7.2 million common shares of Barnett Inc. owned by the Company. The sale proceeds will be used to pay certain transaction related costs and reduce the Company's bank facility by $9.9 million, to pay taxes, and to satisfy all of the $99.3 million of Waxman Industries' 12-3/4% Deferred Coupon Notes (the "Deferred Coupon Notes") and $35.9 million of Waxman USA's 11- 1/8% Senior Notes (the "Senior Notes"). The agreement to sell the Barnett shares is subject to certain conditions, including regulatory and shareholder approval and certain financing conditions, and is expected to close early in the fall of 2000. The restructuring plan does not involve any of the Company's operating subsidiaries, including Waxman Consumer Products Group, Medal of Pennsylvania, Inc., WAMI Sales Inc., or the operations in Taiwan and China (TWI and CWI). The operating subsidiaries, which have their own bank credit facility, will continue to pay all of their trade creditors, employees and other liabilities under normal trade conditions. "We are pleased that the lengthy process to finalize the agreements relating to the sale of Barnett and our financial restructuring are complete, and look forward to the closing of these transactions. We are optimistic that these transaction will translate into new business opportunities and confidence in our future for our business partners and employees." said Armond Waxman, President and Co-Chief Executive Officer. The only creditors affected by this settlement are the Company's Deferred Coupon Note holders. After the sale of the Barnett common stock is completed, Waxman Industries Inc. will file a pre-negotiated plan of reorganization with the Bankruptcy Court, that has been jointly developed and will be jointly sponsored by the committee of Deferred Coupon Note holders (which represents holders of approximately 87% of such notes), in order to more effectively complete the transaction, and to cause the remaining Deferred Coupon Note holders to accept the same discount as the committee members. The Company believes that the Joint Plan should proceed quickly because it has the overwhelming support of the Deferred Coupon Note holders, the only impaired class of creditors. The Company expects to complete the Plan by late -- 2000. WESTERN DIGITAL: Offers 4.1 Million Shares of Common Stock ---------------------------------------------------------- Western Digital Corporation is offering 4,160,301 shares of its common stock to an institutional investor. The common stock will be purchased at a negotiated purchase price of $4.326610022 per share. This price reflects the average of recent trading prices of the company's common stock on the New York Stock Exchange, net of a 4.25% discount. Western Digital will not pay any commissions or other compensation in connection with this sale of common stock. The net proceeds to the company from this offering will be $18,000,000 and the company plans to use the net proceeds for general corporate purposes, including working capital. Pending use of the net proceeds for any of these purposes, the company may also invest in short-term investment grade instruments, interest-bearing bank accounts, certificates of deposit, money market securities, U.S. government securities or mortgage-backed securities guaranteed by federal agencies. As of May 27, 2000 before the issuance of the above cited shares Western Digital had 139,364,874 shares of common stock outstanding. ********* 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 * * *