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/raid1/www/Hosts/bankrupt/TCR_Public/001102.MBX T R O U B L E D C O M P A N Y R E P O R T E R Thursday, November 2, 2000, Vol. 4, No. 215 Headlines AMERICAN AIRCARRIERS: Aviation Maintenance Concern Files for Chapter 11 AMERICAN AIRCARRIERS: Case Summary BURLINGTON INDUSTRIES: Moody's Places Ratings on Review for Downgrades CERPLEX GROUP: Sale of U.S. Repair & Parts Business to Net Less than $5MM CHATTEM, INC.: Adverse FDA Action Causes Moody's to Say Outlook is Negative DICKINSON THEATRE: Creditor Agrees To New Lease & Waives $1 Million Claim ELIAS BROTHERS: $25.8MM Sale Proceeds will Leave Creditors Shortchanged FEDERAL MOGUL: Fitch Lowers Senior Unsecured Debt to BB- & Outlook Negative FINOVA CAPITAL: Fitch Lowers Senior Debt Rating to B & Watch Continues FRUIT OF THE LOOM: Positive Earnings & EBITDAR Pave the Way to a Plan GLOBAL OCEAN: Company Secures Approval of its Disclosure Statement GLOBESET: Lays Off 300 Workers, Stops Operations & To File for Bankruptcy GREATE BAY: Intends to Propose Plan for Claridge Hotel and Casino HARNISCHFEGER INDUSTRIES: Agrees to Modify Stay for Wassau-Insured Claim IRIDIUM, LLC.: Iridium Satellite Brings a $25 Million Offer to the Table JITNEY JUNGLE: Bruno's Announces Agreement To Purchase 17 Supermarkets JITNEY JUNGLE: Winn-Dixie Extends Offer for Grocery, Fuel & Liquor Stores KENETECH CORPROATION: Merger Pact Offers $1.04 in Cash Per Share LACLEDE STEEL: Announces Court Approval of 2nd Amended Disclosure Statement LOEWEN GROUP: Sale of Three Indiana Facilities Fetches $11 Million METALLURG, INC.: Repurchases $76 Million of Senior Notes for $20 Million MICROAGE, INC.: The Highest Offer Isn't Always the Best NATIONAL STEEL: Moodys Downgrades Senior Ratings & Says Negative Outlook OWENS CORNING: Court Okays Continued Use of Prepetition Business Forms PARAGON TRADE: Announces Operating Results for Quarter Ending Sept. 24 PREMIER LASER: Inks Deal to Sell EyeSys Corneal Topography Division RITE AID: Shareholders to Convene for Annual Meeting on December 6, 2000 SAFETY-KLEEN: Proposes Compromise of Reliance National Coverage Dispute TRI VALLEY: Co-Op Representatives Goes To Court To Discuss Severance Deal ********* AMERICAN AIRCARRIERS: Aviation Maintenance Concern Files for Chapter 11 ----------------------------------------------------------------------- American Aircarriers Support, Incorporated (Nasdaq: AIRS) an integrated aviation maintenance, repair and overhaul service provider announced that in order to facilitate a refinancing of the Company, it voluntarily filed for protection during reorganization under Chapter 11 of the Bankruptcy Code. To ensure that customer and creditor relationships remain intact, it is in final negations for Debtor-in-possession financing from its current bank group. The company has signed a contract to retain the services of Fieldstone Capital, pending court approval, to assist in the reorganization of the company and the potential sale of one or more AAS divisions. American Aircarriers Support and four of its subsidiaries made its filing for Chapter 11 protection in the United States Bankruptcy Court for the District of Delaware. The company and its subsidiaries will continue to operate their businesses in the ordinary fashion. Additionally, the company has recently signed a Memorandum of Understanding for the sale of its Landing Gear Division to a strategic buyer. The proceeds of this transaction will be used to reduce debt and return the company to a more balanced financing structure. Fieldstone Capital is assisting AAS in this transaction. Closing of this transaction is subject to completion of due diligence, execution of definitive agreements and the approval of the bankruptcy court. "Due to our ongoing liquidity problems we have been forced to seek the protection of filing for Chapter 11 status while we complete our financial restructuring," said Karl Brown, chairman and chief executive officer. "With DIP financing in place, customers and vendors can be assured of continued operation in ordinary course. We are considering all options at this point but our goal is to continue to operate American Aircarriers Support as a successful integrated aviation services company." American Aircarriers Support, Incorporated founded in 1985, provides integrated aviation services, including maintenance, repair and overhaul services and spare parts sales for commercial airlines, cargo operators and maintenance and repair facilities worldwide. The company offers engine and aircraft management services, as well as heavy maintenance for complete aircraft, maintenance, repair and overhaul of flight controls, landing gear systems and jet engines at its FAA licensed facilities. Visit http://www.a-a-s.comfor more information about American Aircarriers Support. AMERICAN AIRCARRIERS: Case Summary ---------------------------------- Debtor: American Aircarriers Support 587 Greenway Industrial Drive Fort Mill, SC 29715 Type of Business: The debtor is a leading international aviation service provider offering the sale, lease or exchange of all major aircraft components and the complete overhaul and repair of engines, landing gear, flight control surfaces and aircraft. Affiliates: AAS Aircraft Services, Inc. AAS Landing Gear Services, Inc. AAS Complete Controls, Inc. AAS-Amjet, Inc. Chapter 11 Petition Date: October 31, 2000 Court: District of Delaware Bankruptcy Case No.: 00-04065 Judge: Arthur J. Gonzalez Debtor's Counsel: Jason W. Staib, Esq. Morris, Nichols, Arsht & Tunnell 1201 North Market Street Wilmington, DE 19899-1347 (302) 658-9200 Email: jstaib@mnat.com Total Assets: $ 131,464,000 Total Debts : $ 102,566,000 BURLINGTON INDUSTRIES: Moody's Places Ratings on Review for Downgrades ---------------------------------------------------------------------- Moody's Investors Service placed the ratings of Burlington Industries Inc. on review for a possible downgrade. The affected ratings include: * $550 million senior unsecured revolving credit facility due 2001, rated B1 * $105 million senior unsecured credit facility due 2003, rated B1 * $150 million issue of 7.25% senior unsecured debentures due 2027, rated B1 * $150 million issue of 7.25% senior unsecured notes due 2005, rated B1 * $100 million senior unsecured shelf registration rated (P)B1 Senior implied rating of B1 Issuer rating of B1 The review is prompted by the weak operating performance in most of the company's apparel, and certain textile segments, related to softer retail behavior, liquidation of inventory and restructuring of domestic production capacity to equate to lower, long-term demand in certain business segments. Moody's will consider the outcome of the company's discussions with its banks to amend and extend its existing credit facility due in 2001. Should the facility become secured, the rating of the senior unsecured notes would likely be lowered to reflect effective subordination of the notes to the secured bank debt. Burlington Industries, Inc., headquartered in Greensboro, North Carolina, is one of the largest and most diversified soft goods manufacturers in the world. CERPLEX GROUP: Sale of U.S. Repair & Parts Business to Net Less than $5MM ------------------------------------------------------------------------- The Cerplex Group, Inc. (OTC Bulletin Board: CPLXQ) announced that its wholly owned subsidiary, Cerplex, Inc. ("Cerplex"), has completed a previously announced agreement to sell 100% of the stock of its UK-based repair and parts business, Cerplex Ltd., to a joint venture between Teleplan Holdings Europe BV and A Novo SA. This transaction was approved by the US Bankruptcy Court for the District of Delaware on Friday, October 27, 2000. Cerplex Ltd., based in Enfield, England, was the last of the operating companies owned by Cerplex to be sold. All previously announced transactions have been approved by the Bankruptcy Court and have closed. Total proceeds from the transactions have been less than $5 million, all of which is expected to be used to satisfy administrative expenses of the bankruptcy and to reduce a portion of the company's indebtedness. None of the proceeds will be available for distribution to shareholders. The company has provided additional detail of recent bankruptcy events in its Form 8-K filings with the SEC. CHATTEM, INC.: Adverse FDA Action Causes Moody's to Say Outlook is Negative --------------------------------------------------------------------------- Moody's Investor's Service changed the outlook to negative from stable for Chattem Inc. The ratings affected by the outlook change are the following: * $275 million 8 7/8% senior subordinated notes, due 2008 B2; * $32 million 12 3/4% senior subordinated notes, due 2004 B2; * $100 million senior secured credit facilities Ba2; Senior Implied Rating Ba3 The change in outlook is in response to the announcement that an advisory committee of the FDA has determined phenylpropanolamine (PPA), the active ingredient in the company's Dexatrim brand, is not safe for use as an appetite suppressant. The advisory committee concerns relate to PPA as a possible contributing factor to strokes and its findings will now go to the FDA for review. Moody's future analysis of Chattem will need to consider management's strategy regarding this product, together with the implications of possible product returns from retailers and asset-write downs. It is unclear at this time whether the company could be the subject of potential lawsuits, for which it carrys product liability insurance. Dexatrim with PPA sales are expected to be $20 million for the fiscal year ended November 30, 2000 and Dexatrim Natural, which does not contain PPA, is expected to have sales of $10 million. Dexatrim with PPA was also forecasted to contribute $8 million of the total projected EBITDA of $47-50 million for the fiscal year ended 2001. Utilizing pro-forma net debt of $207 million (net of $100 million cash on hand from the sale of Ban), Moody's estimates that Debt-to-EBITA, excluding Dexatrim with PPA, for the fiscal year ended November 2001 will be approximately 5.4 times (5.1 Debt- to-EBITDA). This leverage ratio contrasts to 4.5 times (4.3 times EBITDA, when sales and earnings from Dexatrim with PPA are included. Moody's also estimates that EBITA net interest coverage will decline to 1.7 times (1.8 EBITDA) versus EBITA net interest coverage of 2.0 times (2.2 times EBITDA),when including sales of Dexatrim with PPA for the same period. These calculations exclude the potential impact of any non-recurring charges. Chattem plans to cooperate with the FDA regarding the PPA study, and there is the potential that the company will have to reformulate or discontinue the Dexatrim with PPA product. However, the timing of any future actions by the FDA is currently undetermined. Headquartered in Chattanooga, Tennessee, Chattem, Inc. manufactures and markets niche branded consumer products. DICKINSON THEATRE: Creditor Agrees To New Lease & Waives $1 Million Claim ------------------------------------------------------------------------- Dickinson Theatres Inc., which filed for protection last month, has signed a new lease with its largest unsecured creditor. Aside from the new lease, Olath mall also gave up its claim of $1 million for back rent owed to them. The hearing was held last Oct. 26 in the Bankruptcy Court in Kansas City. "I'm delighted to report we are expected to sign a modified lease and that the $1 million claim is out of the case," said Dickinson's attorney, Paul Hoffmann. Mr. Hoffman added that with the new lease, Dickinson would be able to turn things around to pay for its other bills and continue its business. ELIAS BROTHERS: $25.8MM Sale Proceeds will Leave Creditors Shortchanged ----------------------------------------------------------------------- Big Boy owner, Elias Bros. Restaurants Inc.'s sale price of $25.8 million won't repay creditors' claims in full, Crain's Detroit Business reports. Elias' deal with Michigan radio veteran Robert Liggett will leave some creditors out cold. According to an affidavit filed by CEO Anthony Michaels, Elias had a debt of more than $32.5 million. "Whether somebody actually bids when the process starts, we don't know," Elias attorney, Robert Weisberg said. U.S. Bankruptcy Judge Steven Rhodes will set the rules for the auction proceedings. George Dakmak of Fitzgerald & Dakmak, P.C. states that "You would have to come in with a better plan that would be more advantageous to creditors." Mr. Dakmak isn't involved in the Elias case. FEDERAL MOGUL: Fitch Lowers Senior Unsecured Debt to BB- & Outlook Negative --------------------------------------------------------------------------- The rating on Federal Mogul Corp.'s (FMO) senior unsecured debt is lowered to `BB-' from `BB+' by Fitch. The Rating Outlook is Negative. The downgrade reflects FMO's continued lower than expected operating performance, negative free cash flow, and reduced financial flexibility. The rating continues to be supported by FMO's good market position in the global original equipment (OE) and aftermarkets, diversity of its product line, and geographical diversification. The rating action is prompted by FMO's impaired operating performance due to several factors, including the effects of a weak North American aftermarket, slow heavy-duty truck market, and uncaptured planned synergies. FMO continues to disclose substantial increases in expected asbestos settlement payments in 2000, from $260 million estimated in June to $330 million currently. These payments, combined with previously announced restructuring actions, aimed mostly at rationalizing its aftermarket operations, have and will require significant cash outflows in 2000 and 2001. Additionally, previously planned divestitures have been postponed due to poor market conditions. These factors will combine to make FMO net free cash flow negative for the year by over $200 million, eliminating the realization of flat to slightly improved debt levels that the rating had previously anticipated. Credit ratios are also being negatively impacted in foreign currency translation by the weakness of the euro, as roughly a third of FMO's business is in Europe while practically all of FMO's debt is denominated in U.S. dollars. FMO has substantial production operations in the United Kingdom that export to the European continent, but FMO actively hedges this currency exposure to mitigate near-term margin pressure. At 6/30/2000, FMO's financial leverage, as defined by debt/EBITDA, was 3.5 times (x); including the $575 million of trust preferred securities, leverage was above 4x. Interest coverage for the latest twelve months was 3.5x. With declining earnings and debt increases to fund shortfalls in cash flow, these measures are expected to deteriorate through year-end. The rating reflects FMO's good profitability measures and market positions, which support significant cash flows in strong markets. The negative outlook, however, recognizes FMO's current high financial leverage, exposure to aftermarket weakness, and that OEM demand will continue to decline from recent record levels in North America and Europe. The outlook also reflects the possibility that operating performance will continue to disappoint versus management's projections as it has in the past several quarters or asbestos settlement payments may increase from FMO's most recent estimates. Federal-Mogul Corp., headquartered in Southfield, MI, is a global producer and distributor of a broad range of components for automobiles and light trucks, heavy-duty trucks, farm and construction vehicles and industrial products. The company's major products and systems focus on engines, sealing and braking, which it sells to OE producers as well as to replacement markets. Fitch is an international rating agency that provides global capital market investors with the highest quality ratings and research. Dual headquartered in New York and London with a major office in Chicago, Fitch rates entities in 75 countries and has some 1,100 employees in more than 40 local offices worldwide. The agency, which is a combination of Fitch IBCA and Duff & Phelps Credit Rating Co., provides ratings for Financial Institutions, Insurance, Corporates, Structured Finance, Sovereigns and Public Finance markets worldwide. FINOVA CAPITAL: Fitch Lowers Senior Debt Rating to B & Watch Continues ---------------------------------------------------------------------- Fitch has lowered FINOVA Capital Corp.'s (FINOVA) senior debt to 'B' from 'BB'. Additionally, FINOVA Finance Trust's preferred stock rating is lowered to 'CCC+' from 'B+'. FINOVA remains on Rating Watch with its status revised to Negative from Evolving. Approximately $12.0 billion of securities are affected by this rating action. The rating actions reflect FINOVA's weakening credit fundamentals, significantly reduced financial flexibility, and the steady erosion of the company's franchise value. Nearly six months after FINOVA's decision to explore strategic alternatives, including an outright sale of the company, management has yet to report significant progress in this effort. As such, Fitch is increasingly concerned as to the weakening of FINOVA's franchise during this extended period as well as the company's ultimate ability to attract outside equity. In the absence of a favorable conclusion, Fitch believes FINOVA's financial flexibility will continue to be compromised and its ability to conduct business increasingly challenged. Headquartered in Scottsdale, AZ, FINOVA is one of the largest independent commercial finance companies in the U.S. FINOVA's core customer base is middle-market companies with funding requirements ranging from $2 million- $35 million. FRUIT OF THE LOOM: Positive Earnings & EBITDAR Pave the Way to a Plan --------------------------------------------------------------------- Fruit of the Loom, Ltd. (OTC Bulletin Board: FTLAQ), one of the world's leading marketers and manufacturers of basic family apparel, reported operating results for its third quarter. Dennis Bookshester, Chief Executive Officer commented, "We have made significant progress in restructuring the operations of the Company that will permit us to emerge from bankruptcy. Our third quarter financial results reflect the operational and cost improvements in the first nine months of 2000 versus 1999." The Company reported sales of $396.4 million for its third quarter ended September 30, 2000 compared to $480.5 million for the third quarter of 1999. Lower sales volume was primarily due to the elimination of non-core businesses (including the Company's Gitano jeanswear division) and low volume/unprofitable products, along with a weaker back-to-school selling season and an extremely competitive Activewear market. The net loss for the third quarter of 2000 was $16.2 million ($.24 per share) compared to a net loss of $166.4 million ($2.49 per share) for the third quarter of 1999. For the nine months ended September 30, 2000, the Company reported sales of $1,217.3 million compared to $1,368.8 million for the corresponding period in 1999. As was the case in the third quarter, lower sales volume was primarily due to the elimination of non-core businesses (including the Company's Gitano jeanswear division) and low volume/unprofitable products, along with a weaker back-to-school selling season and an extremely competitive Activewear market. The net loss for the nine months ended September 30, 2000 was $153.9 million ($2.30 per share) compared to a net loss of $177.7 million ($2.61 per share) for the corresponding period in 1999. The Company reported operating earnings from continuing operations in the third quarter ended September 30, 2000 of $28.7 million compared to an operating loss from continuing operations of $110.3 million during the corresponding period of 1999. The operating loss from continuing operations in the third quarter of 1999 includes $104.1 million of special charges. The 1999 charges represented provisions for losses on the sale of close-out and irregular inventory, severance and other asset write-downs and reserves. Actual production costs incurred in the first nine months of 2000 were substantially improved over those incurred in 1999 and were in line with expected operating performance. The Company's earnings before interest, taxes, depreciation, amortization and restructuring costs ("EBITDAR"), as defined in the Company's debtor-in- possession credit facility ("DIP"), was $66.1 million for its third quarter ended September 30, 2000 compared to $23.1 million during the third quarter of 1999. For the nine months ended September 30, 2000, EBITDAR was $204.1 million compared to $109.9 million during the corresponding period of 1999. EBITDAR excludes the Company's inventory variances (which are additional product costs in excess of standard costs) capitalized in 1999, gains and losses on nonoperating asset sales and the restructuring costs associated with the bankruptcy. In addition, EBITDAR excludes charges in 2000 aggregating $11.3 million associated with the shutdown of some of the Company's manufacturing facilities in Mexico and charges in 1999 aggregating $108.6 million associated with the restructuring of the business. The borrowing availability under the DIP is in excess of $350 million and there was no usage of the revolver component of the DIP as of October 27, 2000. Management believes that the size of the DIP and available cash provide the Company adequate financial flexibility and liquidity to pay its suppliers and meet customer expectations. Fruit of the Loom filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code on December 29, 1999 and is currently working through its restructuring in bankruptcy proceedings. Restructuring Update Dennis Bookshester, Chief Executive Officer commented: "The Company's focus on improving production processes and implementing cost and quality controls has resulted in increased manufacturing efficiencies, improved material utilization, product quality, reduced manufacturing costs and improved order fill rates. At the same time, we continue to focus on reducing selling, general and administrative expenses to further improve our cost competitiveness. Selling, general and administrative expenses for the nine months ended September 30, 2000 were approximately $80 million lower than the corresponding period in 1999 and, as a percentage of net sales, decreased from 19.5% in 1999 to 15.3% in 2000. Lower manufacturing and operating costs resulted in improved financial performance in the third quarter of 2000 and the Company's continuing focus on managing and controlling inventories helped reduce working capital. The Company continues to evaluate production capacities and may reduce production capacities in light of potential decreases in future sales demand. Any further reduction in production capacities may have a material adverse effect on future results of operations due to the incurrence of one-time costs. Our top priorities include continued reduction of manufacturing and operating costs, maintaining excellent service levels and increasing sales and market share. I am proud of the contributions made by all of Fruit of the Loom's employees to improve the Company's performance. " GLOBAL OCEAN: Company Secures Approval of its Disclosure Statement ------------------------------------------------------------------ Global Ocean Carriers Limited (OTC Bulletin Board: GLOC) announced that the Court before which its reorganization proceedings are pending has approved the Disclosure Statement that will accompany Global's revised Plan of Reorganization and that the Company intends to mail the Disclosure Statement and the revised Plan next week. The Company also reported that the Official Committee of Creditors, which includes institutional and private investors appointed by the U.S. Trustee, had agreed to support Global's Plan and would recommend that Noteholders vote in its favor. The Ad Hoc Committee of Noteholders, whose members hold $98 million of the $126 million of Notes outstanding, have also approved Global's Plan of Reorganization and would similarly recommend it to all Noteholders. An objecting creditor will also send its own plan to Noteholders although this plan has received neither the Official Committee's endorsement nor the recommendation of the Ad Hoc Committee. In order to expedite the reorganization process, Global had earlier agreed to waive its exclusive right to submit a revised plan of reorganization and to allow the objecting creditor to submit its competing plan and disclosure statement. For further information contact Peter Evensen at The Chase Manhattan Bank at 212-270-0916. GLOBESET: Lays Off 300 Workers, Stops Operations & To File for Bankruptcy ------------------------------------------------------------------------- Ted Hughes of LocalBusiness.com in Austin reports that e-commerce software maker Globeset sending home its 300 workers and shutting down its operations. During a closed-door meeting held last Monday, employees were told that all the workers laid off will be paid till Nov. 1. Human resources manager Debbie Rourke relayed a short message to a LocalBusiness.com reporter coming from CEO Jack Antonini: "No comment." Also rumor has it that Globeset is planning to file for Chapter 11 protection in short order. The company's knows investors are Chase Manhattan, Deutsche Bank and Tandem computers. Mr. Hughes recalled that the company intended to free up cash by laying off 34 workers in Austin and Dallas three weeks ago. Those layoffs were insufficient to turn the tide. GREATE BAY: Intends to Propose Plan for Claridge Hotel and Casino ----------------------------------------------------------------- The Sands Hotel & Casino announces that GB Holdings, Inc., the parent company of the Sands Hotel & Casino, intends to file a plan of reorganization and related disclosure statement in the bankruptcy cases involving the Claridge Hotel and Casino located in Atlantic City, New Jersey. Alfred J. Luciani, the President and CEO of the Sands said, "We intend to propose a transaction that will be beneficial to the Sands stockholders and the Claridge and would permit the combined companies to go forward as strong competitors. The precise terms of our plan are currently under consideration, but we are committed to making a proposal before the November 13 deadline established by the bankruptcy court." Luciani stated that he anticipated that the regulatory approvals necessary for the acquisition could be obtained expeditiously. "GB Holdings, which is currently licensed to own the Sands Hotel & Casino, would not face the type of opposition based on economic concentration, as would be inherent in an application by a large, multiple-licensed casino operator in Atlantic City." HARNISCHFEGER INDUSTRIES: Agrees to Modify Stay for Wassau-Insured Claim ------------------------------------------------------------------------ The Debtors consent to modification of the automatic stay to permit David and Jill McDonnell to continue prosecution of their prepetition lawsuit against Harnischfeger Industries, Inc., (Civil Action No. 99-C-121), pending before the Circuit Court of Monongahela County, West Virginia. The lawsuit contends that Mr. McDonnell was injured while operating a motor vehicle in the course of his employment. The parties predict a 3-4 day trial will occur in approximately 9 months. Modification of the stay is limited to liquidation of the McDonnell's claims and recovery from insurance policies underwritten by Wassau Insurance Corporation. The Plaintiffs agree to withdraw all proofs of claim filed in the Debtors' chapter 11 cases. (Harnischfeger Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service, Inc., 609/392-0900) IRIDIUM, LLC.: Iridium Satellite Brings a $25 Million Offer to the Table ------------------------------------------------------------------------ After searching for a qualified buyer for its assets for the last 17 months, Iridium LLC has finally submitted a purchase offer for bankruptcy court approval that it deems acceptable, according to a newswire report. According to filings made with the U.S. Bankruptcy Court in Manhattan, a Delaware entity known as Iridium Satellite LLC submitted a $25 million offer for the former satellite telecommunication provider's assets after months of negotiations. Of the $25 million purchase price, Iridium Satellite would pay $6.5 million in cash and $18.5 million in senior unsecured convertible debt securities, which will provide deferred cash as well as a 5 percent equity stake in Iridium Satellite. Iridium is still accepting competing bids for the assets. The company's motion notes that competing bidders must state their intent to Iridium before the Nov. 8 sale hearing. Competing bids must contain a cash component of at least $7.5 million, matching Iridium Satellite's offer, plus the up to $1 million break-up fee the bidder would be entitled to if Iridium selects a third-party bid. Iridium and eight affiliates on Aug. 23 filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court in Wilmington, Del. The company had $3.4 billion in assets and $4.2 billion in debts as of Sept. 30, 1999. (ABI, 31-Oct-00) JITNEY JUNGLE: Bruno's Announces Agreement To Purchase 17 Supermarkets ---------------------------------------------------------------------- Bruno's Supermarkets, Inc. announced that it has entered into an agreement to purchase 17 supermarkets from Jitney-Jungle Stores of America, Inc. and its wholly owned subsidiary, Delchamps, Inc. The supermarkets to be purchased include 12 in Alabama, four in Florida and one in Mississippi. In addition, Bruno's will purchase three liquor stores in Florida and two gas stations -- one in Alabama and one in Mississippi -- from Jitney Jungle. A list of the stores to be purchased by Bruno's is attached. Fifteen of the supermarkets to be acquired by Bruno's are currently operated under the Delchamps name, and two are operated under the Jitney- Jungle name. Bruno's currently operates stores primarily under the Bruno's, Food World and Food Fair formats. Following the completion of the acquisition, Bruno's will convert each of the stores into one of its formats. Jitney-Jungle is currently operating as a debtor-in-possession under Chapter 11 of the United States Bankruptcy Code. The completion of the acquisition is subject to a number of conditions, including the approval by the United States Bankruptcy Court for the Eastern District of Louisiana. James A. Demme, President and Chief Executive Officer of Bruno's, said, "This acquisition will enable us to strengthen our business and achieve economies of scale in our core markets. It also gives us the opportunity to serve several new communities. We look forward to providing new shopping alternatives to our existing customers and to serving new customers in the communities where we do not already have stores." Demme added, "The purchase of these stores is consistent with our long- term strategic objective to grow our business through select acquisitions and through continued improvements in our existing stores." Bruno's has agreed to accept employment applications from all of the employees at each of the stores to be acquired from Jitney-Jungle. "We look forward to welcoming these new employees to the Bruno's family," Demme said. JITNEY JUNGLE: Winn-Dixie Extends Offer for Grocery, Fuel & Liquor Stores ------------------------------------------------------------------------- Winn-Dixie Stores, Inc. (NYSE: WIN) announced an agreement with Jitney- Jungle Stores of America, Inc. and related companies under which Winn-Dixie plans to purchase 72 grocery stores, 32 fuel centers and 2 liquor stores. The Jitney-Jungle companies, headquartered in Jackson, Mississippi, have been operating under Chapter 11 of the Bankruptcy Code, since October 12, 1999. Fifty-five of the grocery stores are located in Mississippi, eleven in Alabama, three in Louisiana and three in Florida. Most of the stores will become part of Winn-Dixie's Louisiana division and will be serviced from the Hammond Retail support facility, which currently has excess capacity. Most of the stores will continue to operate under their current Jitney Jungle, Jitney Premier, Sack & Save, MegaMarket, Delchamps and Pump & Save banners. Average size of the stores is approximately 34,300 square feet. Winn-Dixie will interview all of the employees at the stores to be acquired and plans to hire substantially all of the 5,600 retail employees at these stores. Winn-Dixie has agreed to pay approximately $85 million plus inventory for the stores which currently generate approximately $650 million in annual sales. When completed, the transaction is projected to generate additional annualized earnings per share of 12 to 14 cents beginning in the Company's fourth fiscal quarter. Closing is planned for January of 2001 subject to receipt of bankruptcy court and governmental approvals. "This acquisition is a very good strategic fit for Winn-Dixie," said Allen R. Rowland, Winn-Dixie President and Chief Executive Officer. "These stores will give us good market share in a new geographic area. Adding excellent retail store management and employees to our Company is also exciting. The synergies of the excess capacities of our Hammond, LA retail support center and our manufacturing operations and Winn-Dixie's buying power should provide positive results for the Company." Winn-Dixie Stores, Inc, (NYSE: WIN), is one of the nation's largest supermarket retailers, with over 1,000 stores in 14 states and the Bahamas. 2000 marks the Company's 75th anniversary. For more information on Winn- Dixie, visit its official website at http://www.winn-dixie.com. KENETECH CORPROATION: Merger Pact Offers $1.04 in Cash Per Share ---------------------------------------------------------------- Kenetech Corporation has entered into an agreement and plan of merger with KC Holding Corporation and KC Merger Corp. Under the terms of the merger agreement, KC Merger Corp. will commence a cash tender offer for all of the issued and outstanding shares of common stock of Kenetech at a price of $1.04 per share. Following the purchase of shares under the tender offer, KC Merger Corp. will merge with and into Kenetech and Kenetech will become a wholly-owned subsidiary of KC Holding Corporation. In the merger, the remaining stockholders of Kenetech will become entitled to receive the per share consideration paid in the tender offer. KC Holding Corporation is a subsidiary of ValueAct Capital Partners, L.P., and KC Merger Corp. is a subsidiary of KC Holding Corporation. Mark D. Lerdal, Chairman of the Board, Chief Executive Officer and President of Kenetech, has agreed with KC Holding Corporation and KC Merger Corp. not to tender any of the shares of Kenetech common stock held by him. Mr. Lerdal has agreed with KC Holding Corporation to contribute his shares to KC Holding Corporation in exchange for shares of capital stock in KC Holding Corporation. The Board of Directors of Kenetech, based on the recommendation of a Special Committee consisting of independent members of the Board of Directors, has approved the tender offer and the merger and recommended that stockholders accept the offer. The tender offer is subject to customary terms and conditions, including the tender of 85% of the outstanding shares of common stock (excluding those shares held by Mr. Lerdal), determined on a fully diluted basis. It is anticipated that the transaction will be completed by the end of 2000. Notwithstanding its recommendation and consistent with the terms of the merger agreement, the Special Committee of the Board of Directors requested that the Special Committee's financial advisor, Houlihan Lokey Howard & Zukin Financial Advisors, Inc., be available to receive unsolicited inquiries from any other parties interested in the possible acquisition of Kenetech. If the Special Committee or Kenetech's Board of Directors, after consultation with its independent legal counsel, determines that taking such actions is appropriate in light of its fiduciary duties to Kenetech stockholders under applicable law, Kenetech may provide information to and engage in discussions and negotiations with other such parties and take other appropriate actions in connection with any indicated interest. Kenetech has historically been involved in the development and management of independent power projects. The company is currently participating with other parties in developing two electric generating facilities and one oriented strand-board facility. ValueAct Capital Partners, L.P., is a San Francisco-based investment partnership formed to make minority investments, and a select number of control investments, in small-capitalization public companies. LACLEDE STEEL: Announces Court Approval of 2nd Amended Disclosure Statement --------------------------------------------------------------------------- Laclede Steel Co. won court approval of the disclosure statement for its second amended plan of reorganization following a hearing on last week. Counsel for the steel products company told Daily Bankruptcy Review that there were no real objections to the disclosure statement. The creditors committee supports the plan, as well as the proposed sale of the company's Laclede Mid-America Inc. unit to Leggett & Platt Inc., counsel added. (ABI, 31-Oct-00) The Oct. 2 TCR reported on the St. Louis-based steel firm submitting a new plan to emerge from bankruptcy. Laclede filed for bankruptcy protection under Chapter 11 in November of 1998. The plan gives its largest creditor, the Pension Benefit Guaranty Corp., 47% stake after the company reorganizes. LOEWEN GROUP: Sale of Three Indiana Facilities Fetches $11 Million ------------------------------------------------------------------ As part of the Company's Disposition Program, Loewen (Indiana), L.P. and New Crown Cemetery Company, Inc. sought and obtained the Court's authority to sell the funeral home and cemetery businesses, and related assets used in the operation of the businesses, clear of liens, claims and encumbrances, at: (1) Loewen (Indiana), L.P. d/b/a Cresthaven Funeral Home (C) (No. 3058) Route 11, Post Office Box 356, Bedford, Indiana 47421 (2) Loewen (Indiana), L.P. d/b/a Cresthaven Funeral Home & Cemetery, Inc. (No. 2082) Route 11, Post Office Box 356, Bedford, Indiana 47421 (3) New Crown Cemetery Company, Inc. d/b/a New Crown Cemetery (No. 5733) 2101 Churchman Avenue Indianapolis, Indiana 46203-3046 The Debtors will assume and assign related unexpired leases and contracts including 6 trust management agreements plus other contracts for equipment, supplies and service. The Debtors contemplate to sell the businesses to the Initial Bidder, Futura Group, L.L.C., including substantially all personal property at the locations and used in connection with the businesses for a Purchase Price of $11,000,000 less the amount paid by the Initial Bidder under the Neweol Purchase Agreement, subject to higher and better offers. Pursuant to the Purchase Agreement between the Debtors and the Initial Bidder, all accounts receivable, transferable permits relating to the businesses conducted at the Sale Locations will be transferred to the Initial Bidder. The Initial Bidder also agrees to assume all of the Selling Debtors' rights and obligations under the Assignment Agreements. In accordance with the Net Asset Sale Proceeds Procedures, the Debtors will use the proceeds generated to repay any outstanding balances under the Replacement DIP Facility and deposit the net proceeds into an account maintained by LGII at First Union National Bank for investment, pending ultimate distribution on court order. Funds necessary to pay bona fide direct costs of a sale may be paid from the account without further order of the Court. The deposit will not include the portion of the Purchase Price allocated to Neweol under the Neweol Purchase Agreement with respect to accounts receivables. The amount of such portion will be determined prior to closing and will be paid to Neweol. The Selling Debtors believe that the Purchase Agreement complies fully with the conditions and guidelines set forth in the Disposition Order and the proposed sale is in the best interests of their respective estates and creditors. The Court's Order of approval provides that the Objections, to the extent not otherwise resolved, are overruled in their entirety. (Loewen Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service, Inc., 609/392-0900) METALLURG, INC.: Repurchases $76 Million of Senior Notes for $20 Million ------------------------------------------------------------------------ On October 17, 2000, Metallurg, Inc. purchased $76,065,000 in face amount of its parent company's, Metallurg Holdings, Inc., 12.75% Senior Discount Notes due 2008 for approximately $20 million in cash. The notes were purchased on the open market in several separately negotiated transactions. Consent to the transaction from the company's bank group under its Amended and Restated Loan Agreement, dated October 29, 1999, previously had been obtained. MICROAGE, INC.: The Highest Offer Isn't Always the Best ------------------------------------------------------- Support Technologies Inc., Dow Jones reports, submitted the highest bid at an auction held for the call-center operations of MicroAge, Inc. Even though the $11.4 million bid was the highest, it still wasn't the best. MicroAge lawyers favored more the rival's bid from its, ULA LLC, even if it was a $100,000 less. Lawyers preferred more ULA's cause it might have less litigation expenses. The Honorable Judge Charles Case intends to review the matter again and may allow Support Tech. to increase its bid to cover litigation risks. NATIONAL STEEL: Moodys Downgrades Senior Ratings & Says Negative Outlook ------------------------------------------------------------------------ Moody's Investors Service downgraded the ratings of National Steel Corporation (senior to B2 from Ba3). The downgrade is based on the impact of weak steel market conditions on current operating performance, projected weakness in debt protection measurements, and limited prospects for a near- term recovery in steel prices. The rating also considers the company's position in the domestic integrated steel sector, a growing proportion of value-added shipments, cost reduction efforts, and potential support embodied in the majority ownership position of NKK Corporation. National Steel has stated that it is in discussions with its banks to amend or suspend financial covenants in its inventory agreement to enable compliance through the year 2001. The outlook is negative, based in part on the need to successfully conclude these discussions. Ratings downgraded are: National Steel Corporation---senior secured first mortgage notes to B2 from Ba3; senior implied rating to B2 from Ba3; senior unsecured industrial revenue bonds (backed) to B3 from B1; senior unsecured issuer rating to B3 from B1. The domestic steel market has been characterized by significant pricing volatility and increasing oversupply in recent years. Reflecting this volatility, hot rolled coil prices have fallen by approximately $80/ton, or 25%, in the past few months. As a mid-size integrated producer with a relatively fixed cost structure and exposure of about 50% of sales to spot market pricing, National Steel has seen operating performance and debt protection measures erode materially in the past quarter. Both pricing and volume declined versus the prior and year-earlier quarters. The company's LTM interest coverage and leverage declined during the quarter, but were in compliance with covenants at the end of September. However, absent a near- term recovery in steel pricing, these measures could fall below required levels in the fourth quarter. In particular, a covenant violation under the inventory agreement is an event of default that would prohibit further borrowings under the facility. Thus, the company could require a waiver of or amendments to covenants to avoid a technical default. Non-compliance with covenants in the company's first mortgage bonds is not an event of default, but places restrictions on additional debt. As of September, National Steel had available liquidity of nearly $250 million, $200 million of which is represented by the inventory facility. Steel market conditions are not expected to improve in the near future. Imports are on a pace to approach the 1998 record, inventories are high throughout the supply chain, and production capacity has increased substantially in recent years. Finally, the economy shows signs of slowing, signaling a potential decline in steel demand from the current high level. Even assuming that imports slow (as suggested by September data), production is curtailed (domestic capacity utilization has fallen below 80%) and inventories start to decline, a significant reversal in pricing seems unlikely to occur before mid-2001. Finally, contracts currently being negotiated for 2001 are expected to show a price decline of 1-2%. Taking these factors into account, as well as ongoing negotiations regarding covenant modifications, the rating outlook is negative. However, stabilization and reversal of current market trends, successful negotiations with bank creditors and development of additional sources of liquidity could stabilize the rating at the current level. National Steel Corporation, based in Mishawaka, Indiana, had revenues of $2.8 billion in 1999. OWENS CORNING: Court Okays Continued Use of Prepetition Business Forms ---------------------------------------------------------------------- Judge Walrath granted the Debtors authority to continue using all of their Prepetition Business Forms (including, without limitation, letterheads, purchase orders, invoices and checks) without the requirement that those forms bear a "Debtor-in-Possession" legend. Parties doing business with the Debtors will undoubtedly be aware, Owens Corning argues, as a result of the size and publicity of these cases, of the Debtors' status as chapter 11 debtors-in-possession. (Owens-Corning Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 609/392-0900) PARAGON TRADE: Announces Operating Results for Quarter Ending Sept. 24 ---------------------------------------------------------------------- Paragon Trade Brands, Inc. (OTC Bulletin Board: PGTR) announced its results for the quarter ended September 24, 2000. Paragon reported net sales for the quarter of $135.8 million compared to $125.0 million for the third quarter of 1999, an increase of 9 percent. Earnings from continuing operations before interest, taxes, depreciation and amortization and bankruptcy costs (EBITDA), adjusted for non-recurring items, for the third quarter totaled $15.6 million compared to $8.5 million for the third quarter of 1999. Third quarter operating profit, adjusted for non-recurring items, totaled $9.5 million compared to an operating profit, adjusted for non-recurring items, of $1.6 million for the third quarter of 1999. Non- recurring items in 2000 of $2.0 million relate primarily to severance costs to former senior management. In 1999, the non-recurring item of $1.5 million related to plant closure expenses. Earnings from continuing operations were $3.8 million in the current year compared to a loss of $1.6 million in 1999. Earnings from operations of $3.8 million in conjunction with operating losses and exit costs for the discontinued feminine care segment totaling $18.9 million resulted in a net loss of $15.1 million, compared to a net loss of $5.2 million in 1999. For the nine months ended September 24, 2000, the Company reported net sales of $389.8 million compared to net sales of $363.5 million for the same period last year, an increase of 7 percent. EBITDA, adjusted for non- recurring items, for the nine months ended September 24, 2000, totaled $40.9 million compared to $19.1 million for the same period last year. Operating profit adjusted for non-recurring items, for the nine months totaled $23.4 million compared to an operating loss, adjusted for non- recurring items, of $5.2 million for the nine months of 1999. Non-recurring items in 2000 of $5.5 million relate primarily to severance costs to former senior management. In 1999, non-recurring items of $ 1.5 million related to plant closure expenses. Loss from continuing operations was $0.4 million in the current year compared to a loss of $10.7 million in 1999. Net income through the first nine months of 2000 totaled $96.9 million, predominately driven by the discharge of debt in the bankruptcy proceedings, compared to a net loss of $20.8 million for the same period of 1999. Commenting on the third quarter results, Chairman and Chief Executive Officer Michael Riordan noted, "Our decision to exit the feminine care business and focus our energy and resources on our core pant and diaper products is validated by the strength of our third quarter results. Although our current quarter results for net income were negatively impacted by the write-offs related to our exit of the feminine care business, we believe that the continuing growth in sales and operating profits will translate into ongoing future earnings growth and an increasing enterprise value for our stakeholders. With nine-month EBITDA from continuing operations more than double the prior year and sales up from the second quarter as well as on a year-to- year basis, we look forward to continuing this trend into a strong fourth quarter and anticipate increasing profitability in 2001." Mr. Riordan added, "We are also pleased to announce that David Nicholson has joined Paragon as Senior Vice President and Chief Financial Officer. With more than 23 years of both domestic and international experience and an outstanding record of achievement in both the public accounting and corporate financial management sectors, David brings with him the professional and team building skills that we believe will further enhance the dramatic turnaround that Paragon has experienced since its emergence from Chapter 11 earlier this year." Paragon Trade Brands is the leading manufacturer of store brand infant disposable diapers in the United States and, through its wholly owned subsidiary, Paragon Trade Brands (Canada) Inc., is the leading marketer of store brand infant disposable diapers in Canada. Paragon manufactures a line of premium and economy diapers and training pants, which are distributed throughout the United States and Canada, primarily through grocery and food stores, mass merchandisers, warehouse clubs, toy stores and drug stores that market the products under their own store brand names. Through its international joint ventures, Paragon is also a leading supplier of infant disposable diapers and other absorbent personal care products in Mexico, Argentina, Brazil and China. PREMIER LASER: Inks Deal to Sell EyeSys Corneal Topography Discision -------------------------------------------------------------------- Premier Laser Systems, Inc. and Pro-Laser Ltd. have signed a letter of intent under which Pro-Laser will acquire Premier's EyeSys Corneal Topography division. Pro-Laser, based in Duesseldorf, Germany will acquire the intellectual property, customer base and inventory of the EyeSys Corneal Topography division from Premier. Under the terms of the agreement, Pro-Laser expects to close this transaction, on or about December 8, 2000. In addition, Premier and Pro-Laser have executed an additional letter of intent to proceed towards a merger of Premier into Prolaser at the conclusion of Premier's Chapter 11 case. The close of both transactions are subject to completion of due-diligence review, Premier and Pro-Laser Board approval, Bankruptcy Court approval and the completion of definitive agreements. Ronnie Jaegermann, chief executive officer and president of Pro-Laser, said, "We believe that acquiring the EyeSys Corneal Topography product line--one of the leading topography systems in the world, will enhance our ophthalmic diagnostic product offering and enable Pro-Laser to form a closer relationship with refractive surgeons worldwide." Fredric J. Feldman, Ph.D. chairman, board of directors of Premier, said "We feel that the transactions with Pro-Laser will benefit our customers, shareholders and creditors. We are pleased to be moving forward with a company of the magnitude of Pro-Laser." The transaction between the parties is a result of negotiations involving three separate suitors for control of Premier's EyeSys assets. The Magnum Group, Inc. of Tiburon, CA, financial advisors to Premier, managed these negotiations. Randy McDonald, managing director for Magnum stated, "Premier has approximately 4,000 EyeSys customers and 3,500 shareholders. This merger agreement and acquisition of the EyeSys assets by Pro-Laser will benefit a large number of parties." McDonald also noted that this is the third major business division to be divested and that other assets will continue to be sold as part of Premier's plan of reorganization. Premier has been seeking a merger partner since it filed Chapter 11 last March. EyeSys is a well-known brand name in the field of ophthalmic topography. RITE AID: Shareholders to Convene for Annual Meeting on December 6, 2000 ------------------------------------------------------------------------ Rite Aid Corporation is announcing its annual meeting of stockholders for fiscal year 2000 to be held : December 6, 2000 at 2:00 p.m., local time, at the Radisson Penn Harris Hotel & Convention Center, 1150 Camp Hill Bypass, Camp Hill, Pennsylvania. At the meeting the company will ask its stockholders to: 1. Elect three directors to hold office until the 2003 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified; 2. Approve, ratify and adopt the Rite Aid Corporation 2000 Omnibus Equity Plan; 3. Consider a stockholder proposal requesting the Board of Directors to arrange for the prompt sale of Rite Aid Corporation to the highest bidder; 4. Consider a stockholder proposal requesting Rite Aid Corporation's management to prepare and make public an employment diversity report; 5. Consider a stockholder proposal requesting the elimination of the classified structure of the Board of Directors; and 6. Transact any other business which is properly presented. Only stockholders of record at the close of business on October 11, 2000 will receive notice of, and be eligible to vote at, the annual meeting. SAFETY-KLEEN: Proposes Compromise of Reliance National Coverage Dispute ----------------------------------------------------------------------- The Debtors, represented by David S. Kurtz and J. Gregory St. Clair, of the firm of Skadden, Arps, Slate, Meagher & Flom, have filed a motion requesting that the Bankruptcy Court authorize and approve a settlement agreement between Safety-Kleen (Consulting), Inc., f/k/a ViroGroup, and Reliance National Indemnity Co.. The Movants assert that this settlement, if approved, would resolve certain insurance coverage disputes related to claims asserted against ViroGroup by the United States Environmental Protection Agency. Prior to commencement of its Chapter 11 cases, the Debtor had obtained a policy providing general environmental liability and general liability coverage from Reliance. The EPA has made claims against those policies based on environmental cleanup and remediation of the Florida Petroleum Reprocessors Site. ViroGroup was represented in these claims by in-house counsel and by the firm of Greenberg Traurig, P.A, and employed several environmental and engineering consultants to assist in its defense. Subsequently a dispute arose between ViroGroup and Reliance concerning coverage for ViroGroup's defense costs, including attorney's fees, salary charges for ViroGroup's regular employees, and fees and expenses of supervisory personnel retained by ViroGroup. If the settlement is approved by the Court, the following terms will be effective: (A) Reliance will retain Greenberg Traurig as counsel to defend ViroGroup. The fees and expenses previously charged to the Debtor by the law firm will be considered a covered expense under the policies, and will erode ViroGroup's $250,000 self-insured retention under the policies. As of March 31, 2000, these fees and expenses totaled $69,078.00. However, the fees charged by Greenberg Traurig in pursuit of coverage for ViroGroup will not constitute claims expense, and will not be recoverable by ViroGroup. (B) Reliance will have the right, under certain conditions and in its discretion, to replace Greenberg Traurig as defense counsel for ViroGroup upon 30 days' prior notice to ViroGroup. ViroGroup may object to a proposed replacement and continue to be represented by Greenberg Traurig, but in this event ViroGroup's fees and expenses charged it by Greenberg Traurig will no longer be considered a claims expense covered by the policies. (C) A portion of the direct labor costs and overhead of the ViroGroup consultants incurred prior to the settlement agreement will be deemed to be a covered claims expense under the policies. As of March 31, 2000, these expenses totaled $23,369.21. However, after the date of the settlement agreement no further such costs or overhead will be a covered claims expense absent the prior written approval of Reliance. (D) The fees and expenses already paid by ViroGroup on account of the Florida Petroleum Reprocessors Site will be deemed a covered claims expense. As of March 31, 2000, this amount was $89,400. (E) ViroGroup and Reliance will mutually release the other from any and all liability with respect to EPA claims made under the Comprehensive General Liability policies. The Debtors have stated that, should the Court not approve this settlement on the terms stated, the Debtors expect that Reliance would continue to disclaim coverage for the fees and expenses charged by Greenberg Traurig as well as those of the consultants and in-house legal personnel employed by the Debtor. Litigation of this dispute would be costly, and would divert the attention of the Debtors and their employed professionals from other critical aspects of the Debtors' rehabilitation efforts. Because many of the issues in this dispute are fact-driven, there would be no certainty that the Debtor would prevail, or that the ultimate judicial outcome would be materially different from the proposed settlement terms. The Debtors have also requested that the Court permit limited notice of the terms of the settlement agreement, with notice being given only to the United States Trustee, the attorneys for the Debtors' prepetition and postpetition lenders, the attorneys for the Creditors' Committee, the attorneys for Reliance, and all parties that have filed written requests for notice. The Debtors assert that this limited notice will provide timely advice to the major creditor constituencies and those persons most interested in these cases. (Safety-Kleen Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service, Inc., 609/392-0900) TRI VALLEY: Co-Op Representatives Goes To Court To Discuss Severance Deal ------------------------------------------------------------------------- Representatives of the Tri-Valley Growers Cooperative return to bankruptcy court to discuss a controversial severance package. The northern California cooperative applied for bankruptcy last July with a debt of more than $400 million. Growers who belong to Tri-Valley have lost about $140 million. But, at the same time, a judge has approved a $12 million bonus package for co-op employees. Among them are Tri-Valley's CEO, who could pocket $750,000 in severance, plus a bonus of up to $600,000. (ABI, 31-Oct-00) ********* Bond pricing, appearing in each Monday's edition of the TCR, is provided by DLS Capital Partners in Dallas, Texas. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency-related conferences are encouraged. Send announcements to conferences@bankrupt.com. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles available from Amazon.com -- go to http://www.amazon.com/exec/obidos/ASIN/189312214X/internetbankrupt-- or through your local bookstore. 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