/raid1/www/Hosts/bankrupt/TCR_Public/010718.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, July 18, 2001, Vol. 5, No. 139
Headlines
360NETWORKS: Obtains Injunction Against Utility Companies
AMERICAN SKIING: Completes Financial Restructuring
AMF BOWLING: Court Permits Continuance Of Cash Management System
BRUNNER MOND: S&P Cuts Long-Term & Senior Debt Ratings to D
BUY.COM: Nasdaq Sets Delisting Hearing Tomorrow
C-TECH PLASTICS: Files for Chapter 7 Protection In Washington
COMDISCO INC.: Files For Bankruptcy Protection in N.D. Illinois
COMDISCO INC.: Case Summary & Largest Unsecured Creditors
COMDISCO INC.: S&P Cuts Ratings To D In Wake of Bankruptcy
COMDISCO INC.: Fitch Slashes Senior Unsecured Debt Rating To DD
DENTAL/MEDICAL: Intends to File For Chapter 7 Bankruptcy
DIGITAL LIGHTHOUSE: Files Chapter 11 Petition in Colorado
FRUIT OF THE LOOM: Union Underwear Assumes ARC Cutting Agreement
GORGES/QUICK-TO-FIX: Smithfield Foods Buying Assets For $34 Mil
HARNISCHFEGER: Resolves Claims Dispute With Morris Material
HOMELIFE CORPORATION: Chapter 11 Case Summary
HOMESEEKERS.COM: Nasdaq Delists Securities
IMC MORTGAGE: Board Approves Termination Plan
INFU-TECH: Shares Kicked Off Nasdaq, Now Trading On OTCBB
LAIDLAW INC.: Moves to Obtain $200,000,000 of DIP Financing
LOEWEN: Cash And Exit Financing Expected Under 3rd Amended Plan
LTV CORPORATION: Court Okays Proposed Omnibus Setoff Procedures
MARINER: Seeks Court Approval Of $1,512,500 Gericare Settlement
PACIFICARE: Look for Second Quarter Results on July 31
PACIFIC GAS: Committee Pitches Rogers & Associates as PR Agent
PILLOWTEX CORPORATION: Rejects Merchandise Mart Lease in Chicago
PRECISION SPECIALTY: Files Chapter 11 Petition in Wilmington
PRECISION SPECIALTY: Case Summary & Largest Unsecured Creditors
RBX CORPORATION: Court Confirms Chapter 11 Plan
SAFETY-KLEEN: Sells Consulting Business To Cameron-Cole, LLC
SAMES, S.A.: French Bankruptcy Court Sells Assets to Exel Ind.
SCHWINN/GT: Files Chapter 11 Petition to Facilitate Sale
SCHWINN/GT CORP.: Chapter 11 Case Summary
SERVICE MERCHANDISE: RMP Moves To Allow Post-Petition Claim
STERLING CHEMICALS: Files Chapter 11 Petition in S.D. Texas
STERLING CHEMICALS: CIT-Led Group Extends Up to $195MM DIP Loan
USG CORPORATION: Moves To Satisfy Prepetition Mechanics' Liens
WARNACO GROUP: Selling Benton Lot To Raymours Furniture
WEBVAN GROUP: Chapter 11 Case Summary
WEINER'S STORES: Ozer Group Wins Bid To Liquidate 94 Stores
WHEELING-PITTSBURGH: Selling Pittsburgh-Canfield Corp. Assets
WINSTAR COMM.: Opposes AT&T Broadband's Motion For Stay Relief
* Meetings, Conferences and Seminars
*********
360NETWORKS: Obtains Injunction Against Utility Companies
---------------------------------------------------------
360networks inc. sought and obtained an order from Judge
Gropper:
(a) determining adequate assurance of payment for future
utility services; and
(b) prohibiting utility companies from altering, refusing
or discontinuing such service to the Debtors without
appropriate notice and a hearing.
Alan J. Lipkin, Esq., at Willkie Farr & Gallagher, in New York,
made his debtor-client's pitch for an order providing that:
(1) The Debtors' current liquidity is sufficient to provide
adequate assurance of payment; and
(2) no utility company may act unilaterally before
altering, refusing or discontinuing service to the
Debtors.
However, Mr. Lipkin notes, each utility company may petition the
Court for relief based on the facts and circumstances arising
after the Petition Date. They can also request the Debtors
provide additional adequate assurance of payment, Mr. Lipkin
adds. If a utility company files such a motion, Mr. Lipkin says,
then the relief sought would not shift any burden of proof
imposed on the Debtors or the utility company.
The Debtors maintain approximately 166 accounts with utility
companies:
Albany Water Board, Alliant Energy, Ameren, Ameren UE, American
Electric Power, Ankeny Sanitation, City of Ankeny, Arapahoe
Elec. & Water, Bay State Gas, California Water Service Company,
Cascade Natural Gas, Celd-Chicopee Electrice Light Department,
Cheyenne Light Fuel & Power - XcelEnergy, City Light and Water
Department, City of Aurora, Utilities, City of Austin, City of
Bakersfield, City of Chicopee, City of Newfolden, City Water
Light & Power, CJ Futures Inc., Clark Public Utilities, Columbia
Gas, Com Ed, Consumers' Energy, Corn Belt Energy, Cowlitz Pud,
Delta Electric Power Association, Detroit Edison, Egyptian
Electric Coop Association, Emerald People's Utility District,
Entergy, Eugene Water & Electric - K&T Land Development, Eugene
Water & Electric Board-terminated, Florida Power & Light
Company, Gibson Electric Membership Corp., GPU Energy, Guthrie
City Rural Electric Company, Harrison County REC Change,
Illinois Power, Kentucky Utilities Company, Lake Region Electric
Cooperative, Lane Electric Cooperative, Lewis County Public
Utility District, Lincoln Electric System, Memphis Light Gas and
Water Division, MidAmerican Energy, Midstate Electric
Cooperative Inc., MJM Electric Cooperative, Morgan County REA,
National Fuel Resources Inc., Niagara Mohawk, Nipsco,
Nishnabotna Valley, NW Natural, Nyseg, Otter Tail Power Company,
P.U.D. Public Utility, Pacific Gas & Electric Company, Pacific
Power, City of Peru, PKM Electric Cooperative, Portland General
Electric, Public Service Company of CO-XcelEnergy, Public
Service Commission, Puget Sound Energy, Red Lake Electric,
Reliant Energy, Runestone Electric Association, San Antonio
Water System, San Jose Water Company, Seward City Rural Public
Power District, SMUD - Jackson & Ekstrom, Southern Illinois
Electric Coop, Southern Power District, Southwest Public Power
District, Southwest Tennessee Electric, Tacoma Public Utilities,
Tallahatchie Valley, Village of Rouses Point, Wellton-Mohawk
Irrigation and Drainage District, Wild Rice Electric Cooperative
Inc., Wisconsin Electric, Xcel Energy, and Y-E Electric
Association Inc.
Should the utility companies refuse to provide or discontinue
providing services to the Debtors for even a brief period, Mr.
Lipkin warns, the Debtors' operations would be severely
disrupted, jeopardizing the Debtors' reorganization efforts.
Therefore, Mr. Lipkin emphasizes, it is critical that utility
service continue without interruption.
The Debtors assure Judge Gropper that the utility companies will
not be exposed unreasonable risk of nonpayment because they have
more than $100,000,000 cash on hand, which is more than
sufficient liquidity to meet all post-petition utility
obligations on time.
Mr. Lipkin adds that the Debtors have been paying their utility
suppliers regularly and on a timely basis before the Petition
Date, and the Debtors are current in most of their accounts with
the suppliers.
Convinced that the Debtors merely seek to prevent the utility
companies from acting unilaterally to the Debtors severe
detriment, Judge Gropper granted the Debtors' motion in all
respects. (360 Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)
AMERICAN SKIING: Completes Financial Restructuring
--------------------------------------------------
American Skiing Company (NYSE: SKI) has put into place
agreements for a financial restructuring package that raises
additional capital, amends its senior credit facilities and
restructures portions of its existing debt.
"This represents a key milestone in the future of American
Skiing Company," said CEO BJ Fair. "With this package in place,
we will address many of the significant financial and liquidity
issues facing the Company. The financial restructuring, in
conjunction with the proposed sale of Steamboat, provides the
financial flexibility and working capital necessary to execute
our business plan. We're now ready to focus on enhancing the
broader resort destination experience by developing core
amenities and improving guest services at our resorts."
The financial restructuring package is a key component of the
Company's comprehensive strategic plan to improve its capital
structure and enhance future operating performance, which was
announced May 30, 2001. Other components of the plan include
cost savings, including previously announced staff
reorganization and reductions, and the proposed sale of the
company's Steamboat resort in Colorado.
"All of our financial partners have been extremely supportive
during this process," said Fair. "Their assistance in this
financial restructuring confirms that the fundamental business
of American Skiing Company is solid."
As part of the financial restructuring package, the Company has:
* Entered into an agreement for a $30 million financing
package from Oak Hill Capital Partners, L.P. ("Oak Hill");
* Amended its resort senior credit facility and executed a
commitment letter to amend its real estate senior credit
facility; and
* Executed a commitment letter to amend its loan agreements
with TFC Textron Financial.
Components of the restructuring package are as follows:
Financing Package:
The Board of Directors of American Skiing Company has
unanimously approved a financing package with Oak Hill that
includes the following elements:
* Oak Hill will purchase $12.5 million of new 11.3% junior
subordinated convertible notes issued by the Company. Interest
accrued on the notes will be added to the principal amount of
the notes, and the notes will be convertible at $1.25 per share,
at the option of the holder, into Series D preferred stock to be
issued by the Company;
* Oak Hill will purchase 1 million new common shares issued
by the Company at $1.00 per share;
* Oak Hill will fund $2.5 million under its Tranche C term
loan facility with American Skiing Company Resort Properties,
Inc. ("ASCRP"), the Company's real estate subsidiary;
* Oak Hill has agreed to provide a guarantee for a capital
lease of up to $14 million for one of the Company's assets;
* The Company will issue to Oak Hill $40 million in Series
C-1 preferred stock, and approximately $138 million in Series C-
2 preferred stock.
* The Series C-1 and C-2 preferred stock will receive
dividends of 12 and 15 percent respectively, payable, at the
Company's option, either in cash or by adding the preferred
dividend to the outstanding principal. The Series C-1 preferred
stock will be convertible into shares of common stock at $1.25
per share. The Series C-2 preferred stock is not convertible.
* Oak Hill will waive all of its rights under its existing
Series B preferred stock, with a face value and accrued
dividends of approximately $178 million, except for its rights
to elect four members to the Company's Board of Directors. The
Company will not receive additional capital as a result of the
issuance of the Series C-1 and C-2 preferred stock; and Oak
Hill will forego its right to receive warrants to purchase 6
million shares of the Company's common stock, related to its
purchase of the Tranche C portion of the existing $73 million
senior credit facility for ASCRP.
"The actions taken to resolve the financial issues facing the
Company will provide management with the opportunity to focus on
executing the new business plan -- unlocking the significant
value in the Company's portfolio of world- class resort and real
estate assets," said board member and Managing Partner of Oak
Hill Capital Management, Inc. Steven B. Gruber. "We continue to
be supportive of American Skiing Company's management team and
the comprehensive plan it is implementing."
Restructuring of Resort and Real Estate
Senior Credit Facilities:
As announced in its July 10, 2001 press release, the Company has
completed negotiations with its senior resort lenders to amend
its $165 million resort senior credit facility. The amended
facility includes increases in current interest rates, new
covenants consistent with the company's business plan and
retroactively amends certain financial covenants with respect to
the Company's recently completed third fiscal quarter.
The Company has executed a commitment letter with senior lenders
to ASCRP to amend its $73 million senior credit facility. The
amendment includes substantial reductions in current interest
rates, the extension of amortization and maturity requirements
and provides $2.5 million of additional available funds from the
Tranche A component of the facility.
The amendment contemplates the sale of certain assets currently
held by ASCRP to the resort company, which will be funded with
the proceeds from the $12.5 million junior subordinated
convertible note issuance. The proceeds from the asset sale will
partially be used to reduce outstanding debt under Tranche A of
ASCRP's senior credit facility and, coupled with the increased
availability under the Tranche A and Tranche C loans, provide
working capital for the real estate company.
Restructuring of Textron facilities:
The Company has executed a commitment letter with TFC Textron
Financial to amend its senior and mezzanine loan facilities with
Grand Summit Resort Properties (GSRP), a subsidiary of ASCRP.
The proposed Textron amendment will provide the necessary
funding to facilitate a settlement agreement that resolves all
remaining mechanics and other statutory liens associated with
the construction of the Steamboat Grand Resort Hotel and
Conference Center (Steamboat Grand). GSRP and Colorado
First/PCL, which served as general contractor in the
construction of the hotel, were in dispute regarding the total
cost to complete the construction of the Steamboat Grand.
In addition, the proposed amendment will facilitate the
completion of high-value penthouse units at the Steamboat Grand
Resort Hotel and Conference Center. The proposed amendment will
also extend the maturity date of the loan pertaining to
construction of the Steamboat project to March 31, 2003, amend
certain covenants and release certain collateral.
New share issuance:
The issuance of the common stock and the Series C-1 preferred
stock has been authorized by the Audit Committee of the
Company's Board of Directors without stockholder approval that
would otherwise be required under the New York Stock Exchange
Rules. This decision was based on a determination that the delay
necessary in securing such stockholder approval would jeopardize
the financial viability of the Company and its ability to
complete the financial restructuring. The New York Stock
Exchange has accepted this action based on the Financial
Distress Exception provided in the Exchange's shareholder
approval policy for such transactions.
The closing of the Oak Hill transaction is conditioned upon the
completion of the real estate senior credit and Textron
amendment documents and other closing conditions.
About American Skiing Company:
Headquartered in Newry, Maine, American Skiing Company is the
largest operator of alpine ski, snowboard and golf resorts in
the United States. Its resorts include Steamboat in Colorado;
Killington, Mount Snow and Sugarbush in Vermont; Sunday River
and Sugarloaf/USA in Maine; Attitash Bear Peak in New Hampshire;
The Canyons in Utah; and Heavenly in California/Nevada. More
information is available on the company's Web site at
http://www.peaks.com
AMF BOWLING: Court Permits Continuance Of Cash Management System
----------------------------------------------------------------
Stephen E. Hare, AMF Bowling Worldwide, Inc.'s Chief Financial
Officer, tells Judge Tice that the Company uses a sophisticated
cash management system that allows the Company to (a) control
and monitor corporate funds, (b) invest idle cash, (c) ensure
the availability of funds where they're needed when they're
needed; and (d) reduce administrative expenses by facilitating
the movement of funds and aiding accounting processes.
By motion, the Debtors sought and obtained permission to
maintain their pre-petition cash management system.
Mr. Hare stepped the Court through the structure of the Debtors'
Cash Management System at the First Day Hearing:
The Subsidiary Debtors maintain approximately 448 Bank Accounts
at 35 different banks in the United States, including (i) 352
depository accounts, (ii) seven disbursement accounts, (iii)
five payroll accounts, (iv) 70 alcoholic beverage accounts, (v)
eleven zero balance and/or intermediate concentration accounts
that collect the receipts of the depository accounts and sweep
excess funds to one of the Concentration Accounts on a daily
basis, (vi) one league escrow account, and (vii) one account for
letters of credit. In addition, the Subsidiary Debtors who
operate abroad maintain an additional approximately 74 Bank
Accounts at 33 different banks abroad.
Funds from those accounts are upstreamed to WINC and
concentrated in two Concentration Accounts -- one at First Union
National Bank and one at Citibank. Funds are then downstreamed
as and when needed to fund depository accounts, disbursement
accounts, payroll accounts, and intermediate concentration
accounts.
The Debtors' existing cash management and intercompany
accounting procedures are essential to the orderly operation of
the Debtors' businesses, Mr. Hare says, adding that cost and
expense of changing the Bank Accounts and creating a new cash
management system would not only force the Debtors to incur
significant and unnecessary costs and expenses, but could
paralyze the Debtors' operations. Indeed, Ms. Hare continues,
forcing the Debtors to employ a new cash management system would
cause confusion, diminish the prospects for a successful
reorganization, disrupt payroll, introduce inefficiency when
efficiency is most essential, and strain the Debtors'
relationships with critical third parties. Naturally, these
relationships must be maintained to give the Debtors the
opportunity to reorganize successfully.
Rachel C. Strickland, Esq., at Willkie Farr & Gallagher suggests
that the Debtors' centralized cash management system and
intercompany accounting procedures are similar to those utilized
by other major corporate enterprises operating both in and
outside of chapter 11. The Cash Management System permits the
Debtors to: (i) provide availability of funds when and where
necessary; and (ii) develop timely and accurate accounting
information. The Debtors intend to continue to maintain strict
records regarding all transfers so that the United States
Trustee and parties in interest may readily monitor the Debtors'
financial activity. (AMF Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)
BRUNNER MOND: S&P Cuts Long-Term & Senior Debt Ratings to D
-----------------------------------------------------------
Standard & Poor's lowered its long-term corporate credit and
senior subordinated debt ratings on U.K.-based soda ash producer
Brunner Mond Group PLC to D from triple-C and double-C,
respectively. At the same time, the ratings were removed from
CreditWatch, where they had been placed on Nov. 29, 2000.
The rating action follows the company's announcement that it
will not pay the interest coupon of its senior subordinated
notes due today. The decision is a result of the capital
restructuring program that was initiated in March, the objective
of which is to correct the group's financial position. Brunner
Mond has come under severe financial pressure as a result of the
continued weakness of European soda ash markets in recent years,
and its high level of indebtedness following a leveraged buyout
by CVC Capital Partners Europe Ltd. and Citicorp Venture Capital
Ltd. in 1998.
Brunner Mond has stated that final discussions on the capital
restructuring program are pending. However, the company expects
to be able to announce the detailed terms of its proposed
restructuring in the course of the next 30 days.
Standard & Poor's will monitor developments and, if the
restructuring can be concluded successfully, the corporate
credit ratings on Brunner Mond will be raised.
BUY.COM: Nasdaq Sets Delisting Hearing Tomorrow
-----------------------------------------------
buy.com (Nasdaq: BUYX), The Internet Superstore(TM) said that an
oral hearing has been scheduled with a Nasdaq Listing
Qualifications Panel on July 19, 2001 for the purpose of
determining whether the Company's common stock will continue to
be listed on The Nasdaq National Market. Nasdaq has notified the
Company that the purpose of the hearing will be to review both
(i) the Company's failure to maintain a minimum bid price of $1
as required by Nasdaq listing maintenance standards set forth in
Marketplace Rule 4450(a)(5) and (ii) whether the Company is in
compliance with the new independent director and audit committee
composition requirements set forth in Marketplace Rules 4350(c)
and 4350(d)(2).
The Company may be unable to satisfy the listing maintenance
standards of The Nasdaq National Market, and the Panel may not
grant the Company's request for continued listing. Delisting, if
it occurs, would be communicated by the Nasdaq Stock Market
sometime after the hearing and would be effective immediately.
If the Company's common stock is delisted from the Nasdaq
National Market, it may continue to be listed on the OTC
Bulletin Board.
about buy.com
buy.com, The Internet Superstore(TM) and low price leader,
offers its 3.8 million customers nearly 1,000,000 SKUs in a
range of categories including computer hardware and software,
electronics, wireless products and services, books, office
supplies and more. Individuals and businesses can shop quickly
and easily at buy.com 24 hours a day, 7 days a week. buy.com was
named the No. 1 electronics e-tailer in the PowerRankings by
Forrester Research, Inc. (November 2000), a "Best of the Web" in
the computer and electronics category by Forbes Magazine (spring
2000 and fall 2000) and "Best Overall Place To Buy" by Computer
Shopper Magazine (January 2001). buy.com, founded in June 1997,
is located in Aliso Viejo, California. For more information
visit WWW.BUY.COM. buy.com(TM) and The Internet Superstore(TM),
are trademarks of buy.com Inc.
C-TECH PLASTICS: Files for Chapter 7 Protection In Washington
-------------------------------------------------------------
Vancouver, Wash.-based C-Tech Plastics closed June 27 and filed
for chapter 7 protection in the U.S. Bankruptcy Court in Tacoma,
Wash., soon after, according to The Columbian. Paul Gardner, C-
Tech's former general manager said on Friday that the company
would begin liquidating its assets. (ABI World, July 16, 2001)
COMDISCO INC.: Files For Bankruptcy Protection in N.D. Illinois
---------------------------------------------------------------
Comdisco, Inc. (NYSE: CDO) announced that, as a result of the
strategic review commenced in April, it has reached a definitive
agreement with Hewlett-Packard Company to sell substantially all
of its Availability Solutions (Technology Services) business for
$610 million. The sale includes the purchase of assets of
Comdisco's U.S. operations and the stock of its subsidiaries in
the United Kingdom, France and Canada. The sale excludes the
purchase of the stock of subsidiaries in Germany and Spain, as
well as other identified assets, including Network Services and
IT CAP Solutions. In addition to the sale of its services
business, Comdisco is continuing to pursue other strategic
alternatives to create value for its stakeholders, including
evaluating the possible sale of certain of its leasing assets to
several interested buyers.
Norm Blake, Chairman and Chief Executive Officer, said: "As a
result of our comprehensive strategic review, which we commenced
upon my arrival four months ago, we decided that the sale of our
technology services business was in the best interest of
Comdisco and our stakeholders. We established clear criteria for
selecting the most appropriate buyer: expertise and experience
in the industry; global presence; a reputation for outstanding
customer service; a culture that values people and the
development of their employees; and the resources to grow this
business. Hewlett-Packard unambiguously fits this criteria."
Ann Livermore, President, HP Services, said, "Comdisco has built
a strong, profitable business for delivering availability
services including backup and contingency planning services and
disaster recovery services. Through its industry-leading
solutions, talented employees and proven commitment to customer
service, the Availability Solutions team has established deep
relationships with a large and loyal customer base of more than
3,000 businesses in North America, Europe and Asia."
Simultaneous with entering into the Hewlett-Packard transaction,
Comdisco announced that the parent company and 50 domestic U.S.
subsidiaries have filed voluntary petitions for relief under
chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the Northern District of Illinois. This filing will
allow the company to provide for an orderly sale of these
assets, which will be subject to higher or otherwise better bids
in a bankruptcy court auction process, while resolving short-
term liquidity issues and enabling the company to reorganize on
a sound financial basis to support its ongoing businesses. To
facilitate the company's ongoing evaluation of its leasing
businesses, the company said that it had filed a motion seeking
the approval of bidding procedures to conduct a sale auction
process for one or more of its leasing business units. The
company also announced its intention to reorganize its remaining
businesses, including Comdisco Ventures group, on a "fast-track"
basis and has targeted emergence from chapter 11 during early
2002.
The previously announced discontinued operations of Prism
Communication Services are included in the filing and represent
approximately 35 of the 51 debtor cases. The company said that
Comdisco's operations located outside of the United States are
not included in the chapter 11 reorganization cases, and are
continuing normal business operations.
Comdisco also announced that it had received binding commitments
for a $600 million senior secured DIP financing facility led by
Citibank, N.A. as Administrative Agent, The Chase Manhattan Bank
as Syndication Agent, and Heller Financial, Inc. as
Documentation Agent. The $600 million facility, which remains
subject to bankruptcy court approval, was arranged by Salomon
Smith Barney Inc. and J. P. Morgan Securities Inc. The company
said that $100 million of the new secured financing facility has
been reserved specifically to support international operations
and is expected to be available this week pending interim court
approval.
"We are gratified by the vote of confidence from such world-
class financial institutions in supporting our strategic efforts
and vision for maximizing business enterprise value for our
stakeholders. This vision includes the thorough assessment and
completion of strategic divestitures and the quick
reorganization of our remaining business units in order to
promptly emerge from chapter 11 early next year," said Mr.
Blake.
The company said that it had filed 30 first day motions to
support its employees, customers and vendors; to obtain interim
financing authority and maintain existing cash management
programs; to retain legal, financial, real estate and other
professionals to support the company's reorganization cases; and
for other relief. The company also said that the parent and all
of its subsidiaries will conduct normal business operations and
continue to make customer service a top priority during the
restructuring of its remaining core businesses and the
transition process surrounding divested business units. The
company will continue to be ready to support Availability
Solutions' customers testing programs and recovery needs should
they experience a disaster.
During the restructuring process, which will facilitate the
completion of the Hewlett-Packard transaction and the completion
of the company's strategic assessment program, Comdisco's
employees will continue to be paid in the normal manner and
their health benefits will not be disrupted. Vendors, suppliers
and other business partners will be paid under normal terms for
goods and services provided during this restructuring period. In
accordance with applicable law and court orders, vendors and
suppliers who provided goods or services to the U.S.-based
companies before today's filing may have prepetition claims,
which will be frozen pending court authorization of payment or
consummation of a plan of reorganization.
In addition, as part of its ongoing cost reduction program, the
company announced today a further rationalization of costs to
enhance the company's competitive position. Accordingly,
Comdisco will reduce its workforce by approximately 200
positions, more than half of which will be at the corporate
level. This reduction represents less than 10% of its North
American workforce.
Mr. Blake said, "We appreciate the continuing support of our
customers, lenders and suppliers and the dedication of our
employees. Today's court filings are challenging. However,
coupled with the Hewlett-Packard transaction, our strategic
assessment program and related restructuring steps, they will,
in the long term, serve the interests of all of our
stakeholders, including our customers, employees and creditors,
by making our businesses healthier overall. The filing is the
vehicle that enables us to accomplish these objectives."
"We intend to proceed quickly with the sale of the technology
services business announced today. Additionally, we will
continue to evaluate the possibility of selling a significant
portion of our leasing assets. At the same time, we will operate
Comdisco's other businesses to achieve their full potential. I
expect that Comdisco will end its financial restructuring
process and exit chapter 11 by the end of the first quarter of
the 2002 calendar year," concluded Mr. Blake.
The sale agreement is subject to, among other things, higher or
otherwise better offers, Court approval, antitrust approval, any
other such approvals as may be required by law, and other
customary conditions. Given these conditions, there can be no
assurance that the proposed transaction will be consummated.
About Comdisco
Comdisco -- http://www.comdisco.com-- provides technology
services worldwide to help its customers maximize technology
functionality, predictability and availability, while freeing
them from the complexity of managing their technology. The
Rosemont, (IL) company offers a complete suite of information
technology services including business continuity, managed web
hosting, storage and IT Control and Predictability Solutions SM.
Comdisco offers leasing to key vertical industries, including
semiconductor manufacturing and electronic assembly, healthcare,
telecommunications, pharmaceutical, biotechnology and
manufacturing. Through its Ventures division, Comdisco provides
equipment leasing and other financing and services to venture
capital backed companies.
COMDISCO INC: Case Summary & List Of Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Comdisco, Inc.
611 N. River Road
Rosemont, IL 60018
Debtor affiliates filing separate chapter 11 petitions:
Prism Canada Operationx, LLC
Prism Canadaoperations Inc.
Comdisco International Holdings, Inc.
Prism Oregon Operations, LLC
Prism Missouri Operations, LLC
Comdisco Equipment Solutions, Inc.
Prism Connecticut Operations, LLC
Prism Colorado Operations, LLC
Prism New Jersey Operations LLC
Prism Pennsylvania Operations LLC
Comdicso Trade, Inc.
Prism DC Operations, LLC
Prism New York Operations, LLC
Prism Resp Org, LLC
Prism Florida Operations, LLC
Comdisco Financial Services, Inc.
Prism Delaware Operations, LLC
Prism North Carolina Operations, LLC
Prism Georgia Operations, LLC
Prism Rhode Island Operations, LLC
Prism Illinois Operations, LLC
Comdisco Investment Group, Inc.
Prism Ohio Operations, LLC
Prism Investments, Inc.
Prism Indiana Operations, LLC
Prism Texas Operations, LLC
Comdisco Healthcare Group, Inc.
Prism Operations, LLC
Prism Kentucky Operations, LLC
Prism Virginia Operations, LLC
Prism Kansas Operations, LLC
Prism Washington Operations, LLC
Comdisco Medical Exchange, Inc.
Prism Leasing, LLC
Prism Communication Services, Inc. (95.5%)
Prism Maryland Operations, LLC
Prism Management Services, LLC
Prism Wisconsin Operations, LLC
Comdisco Labs, Inc.
Prism Michigan Operations, LLC
Prism Arizona Operations, LLC
Prism California Operations, LLC
CDC Realty, Inc.
Prism Massachusetts Operations, LLC
Prism Minnesota Operations, LLC
Hybrid Venture Partners, L.P.
Rosemont Venture Management I, LLC
CDS Foreign Holdings, Inc.
Rosemont Equities, LLC
Computer Discount Corporation
Chapter 11 Petition Date: July 16, 2001
Court: Northern District of Illinois (Eastern Division)
Bankruptcy Case Nos.: 01-24795 through 01-24845
Judge: Ronald Barliant
Debtors' Lead Counsel: John Wm. "Jack" Butler, Jr., Esq.
Charles W. Mulaney, Esq.
George N. Panagakis, Esq.
Gary P. Cullen, Esq.
N. Lynn Heistand, Esq.
Seth E. Jacobson, Esq.
Andre LeDuc, Esq.
Christina M. Tchen, Esq.
L. Byron Vance, III, Esq.
Marian P. Wexler, Esq.
Skadden, Arps, Slate, Meagher & Flom, LLP
333 West Wacker Drive
Chicago, IL 60606
(312) 407-0700
Debtors' Special Counsel: Evan D. Flaschen, Esq.
Bingham Dana LLP
One State Street
Hartford, CT 06103
David N. Missner, Esq.
Piper, Marbury, Rudnick & Wolfe
203 N. LaSalle St., Suite 1800
Chicago, IL 60601-1293
Total Assets: $7,524,000,000
Total Debts: $6,742,000,000
List Of Largest Unsecured Creditors:
A. Comdisco, Inc.
Entity Nature Of Claim Claim Amount
------ --------------- ------------
Chase Manhattan Bank Notes $387,409,000
Orma Trim
4 New York Plaza
New York, NY 10004
Phone: 212-623-6174
Fax: 212-623-4691
The Bank of New York Notes $273,044,000
Cecile Lamarco
925 Patterson Plank Road
Secaucus, NJ 07094
Phone: 201-319-3066
Fax: 201-319-3073
State Street Bank and Notes $223,692,000
Trust Company
Joseph Callahan
1776 Heritage Drive, NO
Quincy, MA 02170
Phone: 617-985-6453
Fax: 617-537-5004
Bankers Trust Company Notes $143,420,000
John Lasher
648 Grassmere Park Road
Nashville, Tennessee 37211
Phone: 615-835-3419
Fax: 615-835-3409
Citibank, N.A. Notes $140,808,000
David LEslie
3800 Citicorp Centers Tampa
Tampa, FL 33610-9122
Phone: 813-604-1193
Fax: 813-604-1155
Boston Safe Deposit and Notes $131,258,000
Trust Comapny
Constance Holloway
C/o Mellon Bank Center
Room 153-3015
Houston, TX, 77252-8009
Phone: 412-234-2929
Fax: 412-234-7244
Salomon Smith Barney, Inc. Notes $128,737,000
Pat Haller
333 W. 34th Street
New York, NY 10001
Phone: 212-615-9212
Fax: 212-615-9053
Bank of America NA Loan $88,950,000
Wes Oldham
1850 Gateway Blvd.
Concord, CA 94520-3282
Phone: 925-675-8409
Fax: 945-969-2837
Bear, Stearns Securities Notes $88,803,080
Corp.
Vincent Marzwlla
One Metrotech Center North
4th Floor
Brooklyn, NY 11201-3862
Phone: 212-272-0302
Fax: 212-272-0316
Chase Bank of Texas, N.A. Notes $84,420,000
Debbie Lorenzo
PO Box 2558
Houston, TX 77252
Phone: 713-216-4488
Fax: 713-216-6931
The Northern Trust Company Notes $77,728,200
Jarvis Mckee
801 S. Canal C-In
Chicago, IL 60607
Phone: 312-630-1858
Fax: 312-444-3882
Royal Bank of Scotland Loan $72,550,000
David Apps
101 Park Avenue, 10th Floor
New York, NY 10178-1199
Phone: 212-401-3756
Fax: 212-401-3456
Citicorp Securities, Inc. Loan $71,140,00
Timothy Smith
500 West Madison Street
7th Floor
Chicago, IL 60661
Phone: 312-627-3970
Fax: 312-627-3990
Prudential Securities Notes $63,575,000
Custody
Issuer Services
C/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Phone: 516-254-7400
Fax: 516-254-7418
Banc One Capital Markets Loan $62,680,000
John Coons
1 BAnk Plaza - M Stop 0084
Chicago, IL 60661
Phone: 312-732-3953
Fax: 312-732-6222
Credit Lyonnais Loan $61,820,000
Mary Ann Klemm
227 West Monroe Street
Chicago, IL 60606
Phone: 312-220-7308
Fax: 312-641-0527
Salomon Smith Barney, Inc./ Notes $54,553,000
Salomon Brothers
Patricia Haller
222 W 34th Street, 3rd Floor
New York, NY 10001
Phone: 212-615-9212
Fax: 212-615-9053
Deutsche Bank Securities Loan $51,820,000
Inc.
David Wagstaff
31 West 52nd Street
New York, NY 10019
Phone: 212-469-8902
Fax: 212-0469-8212
UBS Warburg LLC Loan $51,820,000
Mike Hynes
677 Washington
Stamford, CT 06901
Phone: 203-719-1088
Fax: 202-719-0495
Morgan Stanley & Co. Notes $50,577,000
Incorporated
Victor Reich
One Pierrepont Plaza, 7th Floor
Brooklyn, NY 11202
Phone: 718-754-4019
Fax: 718-754-4291
Merrill Lynch Pierce Notes $49,542,000
Fenner
& Smith Safekeeping
Veronica O'Neill
4 Corporate Place
Piscataway, NY 08854
Phone: 201-557-2620
Fax: 201-254-7750
Industrial Bank of Japan Loan $45,640,000
David Giddy
IBJ Ltd., NY
227 West Monroe Street
Chicago, IL 60606
Phone: 312-855-8482
Fax: 312-855-8481
Brown Brothers Harriman Notes $41,920,000
& Co.
Robert Davide
63 Wall Street, 8th Floor
New York, NY 10004
Phone: 212-493-7946
Fax: 212-493-5559
Barclays PLC Loan $39,730,000
Keith Mackie
222 Broadway, 8th Floor
New York, NY 10038
Phone: 212-412-7518
Fax: 212-412-7585
Nord/LB Loan $39,730,000
George Peters
1114 Avenue of the Americas
New York, NY 10036
Phone: 212-812-6993
Fax: 212-812-6860
CIBC World Markets Loan $32,680,000
Dominick Sorresso
425 Lexington Avenue
New York, NY 10016
Phone: 212-856-4133
Fax: 212-856-3991
First Union National Bank Notes $32,625,000
Diane Gallagher
123 South Broad Street
Philadelphia, PA 19101
Phone: 215-670-4314
Fax: 215-670-4705
Bayerische LB Loan $31,090,000
James Fox
560 Lexington Avenue
New York, NY 10022
Phone: 212-310-9986
Fax: 212-310-9868
Den Danske Loan $31,090,000
Peter Hargraves
280 Park Avenue, 4th Floor
E. Bldg.
New York, NY 10017
Phone: 212-984-8433
Fax: 212-370-9239
West Deutsche LB Loan $31,090,000
Klaus Neunning
233 South Wacker Drive
#5210
Chicago, IL 60606
Phone: 312-930-9200
Fax: 312-930-9281
Cisco Systems Inc. Trade $4,115,749
Rajshi Sidher
170 West Tasman Drive
San Jose CA 95134-1706
Phone: 408-853-9744
Fax: 408-526-5450
Solectron Trade $3,504,457
Myron Lee
847 Gibraltar Drive, Bld. 5
Milipitas, CA 95035
Phone: 408-956-6573
Nortel Network, Inc. Trade $2,535,503
Pam Mitchell, Credit
1100 Technology Park Drive
Billerica, MA 01821-5501
Phone: 978-288-7533
Fax: 978-288-4128
IBM Trade $1,437,107
Luc Gernon
Northcastle Drive Mail Drop 317
Armonk, NY 10504
Phone: 914-765-6250
Fax: 914-765-6276
EMC Corp. Trade $1,216,992
Susan Norling
Hopkinton, MA 01748-9103
Phone: 508-435-1000
Fax: 508-435-8075
Globitech Trade $1,027,428
Terry Kluesner
1414 West Houston Street
Shenman, TX 75092
Phone: 903-870-0314
Fax: 903-870-0625
T Networks Inc. Trade $834,708
Tom Anderson
6580 Snowdrift
Allentown, GA 18109
Phone: 610-266-1778
Fax:610-289-5050
Motorola Trade $738,479
Mike Kuvlesky
3501 Ed Bluestein Blvd.
Austin, TX 78721
Phone: 512-933-5891
Fax: 512-933-3407
LightConnect Inc. Trade $493,270
Scott Jensen
35445 Dumbarton Court
Newark, CA 94560
Phone: 510-713-6553
Fax: 510-713-3119
Cetacean Networks Trade $320,924
Paul Barkworth
100 Arboretu, Drive
Suite 301
Newington, NH 30801
Phone: 603-766-6112
Fax:603-766-6190
Walkabout Computers Inc. Trade $311,750
Renee Gibson
1502 Northpoint Parkway
Ste. 103
West Palm Beach, Florida 33407
Phone: 561-881-9050 x 208
Fax: 561-881-7354
Beckman Coulter Inc. Trade $289,592
Riad Abuelafiah
4300 North Harbor Boulevard
Fullerton, CA 92834
Phone: 714-871-4848
Fax:714-773-7620
Hewlett Packard Co. Trade $280,996
Debbie Burton
Phone: 404-648-7223
Western Digital Trade $280,827
Marilyn Sauriched
8105 Irvine Centre Drive
Irvine, CA 92713-9665
Phone: 949-932-5885
SOS Security Trade $201,863
B. Prism Communication Services, Inc.
Entity Nature Of Claim Claim Amount
------ --------------- ------------
Verizon Trade $30,000,000
Jeannine Kirkman
125 High Street
Boston, MA 02110
Phone: 617-743-6400
Fax: 617-439-7870
SBC Trade $16,000,000
Barbara Toivenen
Four Bell Plaza, 7th Floor
311 S. Akard St.
Dallas, TX 75202-5398
Phone: 214-464-7768
Fax: 214-464-1486
Canon Trade $500,000
Andrew Sklar
(counsel, Sklar & Paul)
2201 Route 38, Suite 100
Cherry Hill, NJ 08002
Phone: 856-482-7900
Fax: 856-482-8060
Electric Lightwave Trade $470,860
Sandra Wyzanowski
4400 NE 77th Ave.
Vancouver, WA 98662
Phone: 360-816-4187
Fax: 360-816-4175
Illuminet Trade $364,934
Scott Schumacher
4501 Intelco Loop SE
PO Box 2909
Olympia, WA 98507
Phone: 360-493-6000
Fax: 360-493-6253
AT&T Trade $302,744
Sophia Paup
901 Marquette Ave.
Suite 500
Minneapolis, MN 55402
Phone: 612-376-6582
Fax: 800-547-1333
MCI Worldcom Trade $235,562
Idea Integration Trade $163,805
Cincinnati Bell Trade $130,795
Pitney Bowes Trade $100,000
Verizon Wireless Trade $73,378
Lexicom Trade $37,500
Arch Wireless Trade $12,783
Accountants on Call Trade $8,905
Research in Motion Trade $6,859
CT Corporation Trade $5,542
Logical Trade $4,934
Qwest Trade $4,903
The Wood Company Trade $4,386
William Mercer Trade $4,341
COMDISCO INC.: S&P Cuts Ratings To D In Wake of Bankruptcy
----------------------------------------------------------
Standard & Poor's lowered its counterparty credit, senior
unsecured, and CP ratings on Comdisco Inc. (see list) to D
following the company's announcement that it has filed for
bankruptcy protection under Chapter 11. At the same time, the
ratings were removed from CreditWatch with developing
implications, where they were placed on April 3, 2001, following
the company's announcement that it had hired Goldman, Sachs &
Co. and McKinsey and Co. as advisors to explore strategic
alternatives, Standard & Poor's said.
Ratings Lowered to D; Off Creditwatch with Developing
Implications
TO FROM
Comdisco Inc.
Counterparty credit ratings D/D CCC+/C
Senior unsecured D CCC+
CP D C
Comdisco Finance (Netherland) B.V.
Senior unsecured D CCC+
CP D C
COMDISCO INC.: Fitch Slashes Senior Unsecured Debt Rating To DD
---------------------------------------------------------------
Fitch lowered Comdisco, Inc.'s senior unsecured debt rating to
DD from CCC following the company's announcement that it and 50
of its domestic subsidiaries had filed voluntary petitions for
relief under chapter 11 of the U.S. Bankruptcy Code. These
bankruptcy filings exclude the company's international
operations. While expected recovery values are highly
speculative and cannot be estimated with a high degree of
precision, Fitch's DD rating indicates potential recovery in the
range of 50%-90%. Additionally, Comdisco's C commercial paper
rating has been withdrawn as there is no commercial paper
outstanding at this time. Comdisco's senior debt rating has been
removed from Rating Watch. At March 31, 2001, Comdisco had
approximately $3.5 billion of unsecured public debt outstanding.
The rating change reflects Fitch's belief that Comdisco intends
to suspend principal and interest payments on its pre-petition
unsecured debt obligations immediately. A $600 million debtor-
in-possession facility arranged by Salomon Smith Barney, Inc.
and J.P. Morgan Securities, Inc. will be used to help support
Comdisco's continuing operations. This facility is subject to
bankruptcy court approval. The company projects that it will
emerge from bankruptcy in early 2002.
Comdisco also announced this morning that it had reached an
agreement with Hewlett-Packard Company to sell substantially all
of its Availability Solutions (Technology Services) business for
$610 million. This sale is subject to bankruptcy court and
regulatory approval.
Based in Rosemont, IL, Comdisco, Inc. is a worldwide company
engaged in information technology leasing, technology services,
and venture loans and leases.
DENTAL/MEDICAL: Intends to File For Chapter 7 Bankruptcy
--------------------------------------------------------
Robert H. Gurevitch, Chairman and Chief Executive Officer of
Dental/Medical Diagnostic Systems, Inc. (OTCBB: DMDS, DMDSW), a
manufacturer and supplier of technologically advanced dental
equipment, announced that the Company failed to reach
accommodation with its lender, which foreclosed on virtually all
of its assets.
The Company has been unsuccessful in its attempts to raise
additional capital. Therefore, Mr. Gurevitch announced that
Dental/Medical Diagnostic Systems, Inc. intends to file a
Chapter 7 bankruptcy case in the next few days.
DIGITAL LIGHTHOUSE: Files Chapter 11 Petition in Colorado
---------------------------------------------------------
Digital Lighthouse Corporation (OTCBB:DGLH), a provider of
Technology integration and Operations services, has voluntarily
filed for reorganization under Chapter 11 of the U.S. Bankruptcy
Code in the U.S. Bankruptcy Court for the District of Colorado.
The filing will enable Digital to continue to conduct business
as usual and to provide service to its customers while it
pursues an orderly financial reorganization with the protection
of the court.
During 2000 and 2001, the Internet technology and online trading
operations support sectors, both of which Digital has been
heavily involved in, have experienced a significant market
downturn, and Digital has taken steps to strengthen its business
model in light of these conditions. The Company has explored,
and will continue to explore, a range of strategic and financial
alternatives, and it believes today's Chapter 11 filing is a
prudent and timely decision.
"Digital is voluntarily taking this action because we believe it
will best protect the Company's assets for the benefit of our
creditors, customers, employees and other stakeholders while we
continue to evaluate our strategic alternatives," said Tim
O'Crowley, Chairman of Digital. "Although we have taken dramatic
steps to counter the severe downturn in the market for our
services, we now find it necessary to seek the assistance of the
court in order to have the time to reorganize our balance
sheet."
About Digital
Based in Englewood, Colo., Digital Lighthouse Corporation
(OTCBB:DGLH) is a technology integration firm focused on
designing, building, integrating and operating advanced Customer
Relationship Management (CRM) solutions for our clients. We
assist our clients by enabling the technology and operational
support that will identify and attract customers, initiate and
manage customer interactions, and build and nurture customer
relationships. For more information, call 303/357-3000, or visit
Digital's Web site at http://www.digitallighthouse.com
FRUIT OF THE LOOM: Union Underwear Assumes ARC Cutting Agreement
----------------------------------------------------------------
Union Underwear wants Judge Walsh to approve its motion to
assume a master cutting/knitting services agreement with A.R.C.
Merchandising Inc. Union and Miami, Florida-based ARC entered
into the Agreement on July 14, 1997. The ARC agreement ensures
Union access to a reliable supply of knit shirts and other
similar products that are essential to Union's inventory. ARC
offers competitive pricing and other terms, and to replace ARC
with a new supplier of knit goods would result in Union
incurring costly production interruptions. Accordingly, to
secure Union's continued supply of knit inventory goods, Union
seeks authority under sections 105(a) and 365(a) and (b) to
assume the ARC agreement and pay the cure amount.
The cure amount that has been agreed to by Union and ARC for all
monetary defaults and actual pecuniary losses is $29,160. This
amount consists of unpaid invoices for knit inventory goods
delivered prior to the petition date. There are no amounts due
and unpaid for services provided by ARC to Union during the
period since the petition date.
With no objection being raised by any party-in-interest, Judge
Walsh grants the motion in all respects. (Fruit of the Loom
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., 609/392-0900)
GORGES/QUICK-TO-FIX: Smithfield Foods Buying Assets For $34 Mil
---------------------------------------------------------------
Smithfield Foods, Inc. (NYSE: SFD) entered into a definitive
purchase agreement to acquire substantially all of the assets
and business of Gorges/Quik-to-Fix Foods, Inc. for approximately
$34 million in cash. The agreement was approved on Friday, July
13, 2001, by the United States Bankruptcy Court in Delaware
overseeing the Quik-to-Fix bankruptcy proceeding.
With annual sales of $140 million, Quik-to-Fix is a leading
producer, marketer and distributor of value-added beef, pork and
poultry products for the retail and food service industry. The
company manufactures a broad range of fully cooked and ready-to-
eat products, which it markets on a regional and national level.
The company's products are marketed primarily under the Quik-
to-Fix and Gorges brands. Customers include several major retail
chains, as well as numerous national foodservice distributors.
Quik-to-Fix operations include plants in Garland and Harlingen,
Texas, with corporate offices in Dallas.
"This acquisition represents another step in our strategy to
develop and market products in the value-added, further
processed ready-to-eat category," said C. Larry Pope, vice
president and chief financial officer. "We are excited about the
opportunities Quik-to-Fix can provide to broaden the product
base for our operating subsidiaries."
The transaction is expected to close in July.
Smithfield Foods has delivered a 28 percent average annual
compounded rate of return to investors since 1975. In the last
15 years, the company's share price has outperformed the S&P 500
Index by more than 350 percent. With annual sales of $6 billion,
Smithfield Foods is the leading processor and marketer of fresh
pork and processed meats in the United States, as well as
the largest producer of hogs. For more information, please visit
http://www.smithfieldfoods.com.
HARNISCHFEGER: Resolves Claims Dispute With Morris Material
-----------------------------------------------------------
An agreement has been reached between eight of the Harnischfeger
Industries, Inc. Debtors and Morris Material Handling, Inc., one
of the Debtors in another jointly administered chapter 11 case
before the same Court, to resolve claims related to P&H's sale
of common stock in Morris in 1998.
Before the agreement was reached, the Avoidance Claim by Morris,
if successfully pursued, could result in up to approximately
$300 million in liability to the Harnischfeger Entities. The
liquidated claims filed by Harnischfeger Entities against the
Morris Debtors' estates total approximately $11.2 million, and
there are also unliquidated and contingent claims arising under
the Recapitalization Agreements.
After extensive analysis and negotiations, the Morris Debtors
and Harnischfeger Debtors believe, in their business judgment,
that the settlement is in the best interest of their respective
estates and creditors.
Accordingly, the eight Debtors -- Harnischfeger Industries, Inc.
(HII), Harnischfeger Technologies, Inc., Joy Technologies Inc.,
Harnischfeger Corporation, RCHH, Inc., RYL, LLC, HCHC, Inc., and
Beloit Corporation -- seek the Court's approval, pursuant to
Rule 9019 of the Bankruptcy Rules, for the Settlement Agreement
dated as of May 23, 2001 among Morris Material Handling, Inc.,
HII and certain of their respective affiliates.
The Morris Business and the Recapitalization
Historically, the Morris business was one of several operating
units of P&H. In October 1997, in connection with an anticipated
sale, P&H transferred the assets of its "Material Handling
Equipment Division" to a newly created subsidiary. On March 30,
1998, P&H, through a series of transactions, sold approximately
80% of common stock in Morris.
In connection with the Recapitalization, certain of the
Harnischfeger Entities and the Morris Entities, entered into
several agreements including a Recapitalization Agreement, a
Trademark Licensing Agreement, a Transition Services Agreement,
a Component and Manufactured Products Supply Agreement, a Credit
Indemnification Agreement, a Stockholders and Registration
Rights Agreement, an Assumption Agreement, a Confidentiality and
Non-Competition Agreement and a Separation Agreement dated
October 27, 1997.
Under the Recapitalization Agreements, the Morris Entities
agreed to, inter alia, assume certain liabilities of P&H and to
indemnify P&H and certain of its affiliates against claims based
on products liability related to the "Material Handling
Equipment Division". P&H agreed to retain certain other
liabilities and indemnify the Morris Entities with respect to
the "Material Handling Equipment Division".
Before the Morris Petition Date, the Morris Debtors, together
with their non-debtor international affiliates (the
"International Subsidiaries"), were one of the largest
international providers of "through the air' material handling
products and services, with operations in the United States,
United Kingdom, South Africa, Singapore, Australia, Canada,
Mexico, Chile and Thailand.
The Morris Debtors
On May 17, 2000, the Morris Debtors filed with the Bankruptcy
Court for the District of Delaware their voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code. On May 30, 2000,
the United States Trustee appointed an Official Committee of
Unsecured Creditors in the Morris Debtors' cases. The Morris
Debtors' estates are being jointly administered solely for
procedural purposes in accordance with an order of this Court.
The Morris Debtors comprise the United States operations of the
company. The Morris Debtors and the International Subsidiaries
operate through two distinct but interrelated business
divisions: (i) original equipment and (ii) aftermarket products
and services.
The original equipment division designs, manufactures and
distributes a broad range of standard and individually designed
overhead and gantry cranes, hoists and related products and sold
principally under the "P&H" and "Morris" brand names.
The aftermarket division consists of the manufacture and
distribution of replacement parts and components necessary to
maintain such products. The aftermarket division also repairs,
inspects, maintains and modernizes such products.
All or substantially all of the Morris Debtors' United Kingdom,
Singapore and Thailand operations and certain of the Morris
Debtors' Australian operations have been sold.
On April 24, 2001, the Morris Debtors filed their amended joint
plan of reorganization and accompanying amended disclosure
statement. A hearing to consider the adequacy of the Morris
Disclosure Statement was scheduled for May 24, 2001. The
Harnischfeger Debtors do not know at this point the outcome of
that hearing.
The Dispute Between the Parties
The Morris Entities and the Harnischfeger Entities each assert
numerous claims against the other in their respective Chapter 11
proceedings arising from or related to the Recapitalization.
Specifically, the Morris Entities have filed approximately 200
claims against the Harnischfeger Debtors in
their Chapter 11 proceeding, asserting liabilities, claims and
rights arising out of breaches of representations, warranties
and covenants relating to the Recapitalization Agreements, in
addition to a purported unliquidated claim related to the
potential voidability of the Recapitalization. The liquidated
claims filed by the Morris Entities against the Harnischfeger
Debtors aggregate $505,420.43. The Avoidance Claim, if
successfully pursued, could result in up to approximately $300
million in liability to the Harnischfeger Entities.
The Harnischfeger Entities have filed 264 liquidated claims
against the Morris Debtors' estates totaling approximately $11.2
million, in addition to other unliquidated and contingent claims
arising under the Recapitalization Agreements.
On or about December 29, 2000, the Harnischfeger Debtors filed
an objection to most of the Morris Proofs of Claim on the basis
that, inter alia, allowing the Morris Entities to recover on
each claim filed against an individual Harnischfeger Debtor for
the same liability, while not technically duplicative because of
the joint and several liability of the Harnischfeger Debtors,
would provide the Morris Entities with a windfall, as well as
give them voting rights disproportionate to their actual
interest in Harnischfeger Entities' estates. The Harnischfeger
Debtors also objected to certain of the Moths Entities' claims
pursuant to Section 502(d) of the Bankruptcy Code. The hearing
on the Harnischfeger Claim Objection was adjourned pending
negotiations between the parties.
Also on or about December 29, 2000, Harnischfeger filed a Claim
Estimation Motion to estimate the Morris Entities' Avoidance
Claim at $0 for all purposes. On or about January 9, 2001, the
Morris Committee and the Morris Entities filed a joint motion to
continue the Claim Estimation Motion pending further
negotiations between the parties.
The Morris Debtors are currently in the process of reconciling
claims filed against their estates and would file one or more
objections to the claims of the Harnischfeger Entities if such
claims are not resolved pursuant to the Settlement Agreement.
The Settlement Agreement
The following is a brief summary of key provisions of the
Settlement Agreement:
(a) The Morris Entities will defend and indemnify the
Harnischfeger Entities for all product liability obligations
under the terms of the Recapitalization Agreements for
occurrences on or after May 17, 2000. With respect to
occurrences prior to May 17, 2000 related to products sold or
services provided prior to March 30, 1998, the Morris Entities
and the Harnischfeger Entities will share equally all liability
and defense costs to the extent not covered by available
insurance.
(b) The Morris Entities will defend and indemnify the
Harnischfeger Entities for all asbestos-related obligations
under the terms of the Recapitalization Agreements. P&H will be
responsible for any retroactive insurance premiums that are due
to Employers Insurance of Wausau for asbestos-related
liabilities arising out of policy years 1973-76.
(c) All present, past and future tax indemnification
obligations of any party to the Settlement Agreement to another
will be waived and released.
(d) All royalties accrued under the Trademark License
Agreement, including interest, for sales made prior to November
1, 2000 (approximately $3 million) will be waived, and the
royalty rate for sales on and after November 1, 2000 will be
reduced as set forth in the Agreement.
(e) Morris will receive a $10,000,000 allowed unsecured
claim against HII.
(f) The parties (except for Redcrown ULC) will each assume
the Separation Agreement, the Recapitalization Agreement, the
Trademark License Agreement, the Confidentiality and Non-
Competition Agreement, the Transition Services Agreement, the
Credit Indemnification Agreement, the Assumption Agreement and
the Joinder Agreements, all as modified by the Settlement
Agreement.
(g) The Morris Entities will also release the Harnischfeger
Entities from the Avoidance Claim. The parties will release each
other from the obligations arising under or related to the
Recapitalization Agreements, which include, in brief terms:
(i) Release of Morris by HII
* proofs of claim filed by an HII Releasing Party
for liquidated amounts against the estates of the Morris
Releasing Parties, provided that, administrative claims,
contingent claims and unliquidated claims will not be
discharged, released or waived;
* all Adverse Consequences and obligations of the
Morris Releasing Parties and their affiliates (other than
obligatins set forth in Section 6(b) of the Recapitalization
Agreement) concerning defending and indemnifying Harnischfeger
Industries, Inc. and Harnischfeger Corporation in the lawsuit
entitled Lorraine Anderson et al. vs. Harnischfeger Corporation
et al., pending in the District Court of the Eastern District of
Wisconsin, Case No. 98-C-1263, provided that the discharge,
release and waiver effected will solely apply to those persons
who were plaintiffs in the lawsuit as of the date of the
Agreement;
* All legal fees and expenses incurred prior to the
date of the Agreement by any HII Full Parties and their
affiliates on MHE Product Liability Claims, Shared MHE Product
Liability Claims, Asbestos Claims and the Steelworkers Claim,
with respect to (1) Attorney Mark Brand, (2) Quarles & Brady,
LLC (3) Church & Houff, P.A., (4) Lindner & Marsack, S.C. and
(5) any other attorneys not authorized by a Morris Indemnifying
Party.
(ii) Release of Harnischfeger's obligations by Morris
* all proofs of claim for liquidated amounts filed
by a Morris Releasing Party, or its Subsidiary, against the
bankruptcy estates of the HII Releasing Parties or their
Subsidiaries in the HII Bankruptcy Proceedings provided that,
(1) administrative claims arising on or after May
17, 2000, contingent claims and unliquidated
claims will not be discharged, released or
waived pursuant to Section 6(a)(ii)(x) of the
Agreement, and
(2) (i) HarnCo P.O. CEA-508-5 to Morris for cranes
shipped on May 18, 2000 and subsequent work
with an outstanding balance of $86,480 asserted
by Morris and (ii) HarnCo P.O. 5604-9942 to
Morris for work in Elko, Nevada which was not
completed by May 17, 2000 with an outstanding
balance asserted by Morris of $60,000, are
considered contingent and not liquidated prior
to May 17, 2000 and, accordingly, are not
released.
* any and all Adverse Consequences resulting from,
relating to or arising from the Hil Releasing Parties' alleged
failure to comply with the Transaction Documents prior to the
date of this Agreement concerning the ownership, possession or
use of any tooling or patterns located at the Orchard Street
Facility (as defined in the Separation Agreement), and shared
aperture cards.
* Any and all Adverse Consequences resulting from,
relating to or arising from the accident on or about October 28,
1996 involving certain equipment owned by the Waterford Harbour
Commissioners, other than the obligations of the HII Full
Parties under the Recapitalization Agreement Section 6(b)
Records; Employees and Section 6(g) Insurance Arrangements,
which are not released.
* any and all Adverse Consequences resulting from,
relating to or arising from (i) the HII Releasing Parties'
alleged failure to comply prior to the date of the Agreement
with the Transaction Documents concerning attorneys fees
reimbursement obligations; (ii) amounts allegedly paid to HarnCo
by General Motors Corporation prior to the date of this
Agreement, and (iii) the post-closing purchase price settlement
and determination of Net Assets as of Closing under the
Recapitalization Agreement.
The parties make it clear that notwithstanding anything to the
contrary in the Settlement Agreement, Beloit is party to the
Settlement Agreement solely as a releasing party, and does not
assume any indemnification obligations under the Settlement
Agreement.
The Morris Debtors and the Harnischfeger Debtors believe that
any litigation of their respective claims would require their
estates to expend substantial time and expense, with uncertainty
in outcome and any potential recovery.
The parties believe that the Settlement Agreement provides the
most reasonable, equitable and efficient means of resolving
their respective claims. (Harnischfeger Bankruptcy News, Issue
No. 45; Bankruptcy Creditors' Service, Inc., 609/392-0900)
HOMELIFE CORPORATION: Chapter 11 Case Summary
---------------------------------------------
Lead Debtor: Homelife Corporation
5550 Prairie Stone Parkway
Suite 400
Roselle, IL 60192
Debtor affiliates filing separate chapter 11 petitions:
HL Holding Corporation
Homelife de Puerto Rico, Inc.
Furniture Holding, LLC
HLC 1 LLC
Chapter 11 Petition Date: July 16, 2001
Court: District of Delaware
Bankruptcy Case Nos.: 01-02412 through 01-02416
Debtors' Counsel: Laura Davis Jones, Esq.
Pachulski, Stang, Ziehl, et al
PO Box 8705
Wilmington, DE 19899-8705
(302) 652-4100
HOMESEEKERS.COM: Nasdaq Delists Securities
------------------------------------------
HomeSeekers.com, Inc. (OTCBB:HMSK) said that the Company's
securities have been delisted from the Nasdaq SmallCap Market,
but will begin to trade on the Over-the-Counter (OTC) Bulletin
Board effective with the open of business on July 17, 2001.
The decision by the Nasdaq Listing Qualifications Panel to
delist Homeseekers.com, Inc. securities was based on the
Company's failure to maintain a minimum bid price of $1.00 per
share. Homeseekers.com, Inc. exercised its right to appeal an
earlier Staff determination to delist the Company's stock and
requested a hearing before a Nasdaq Listing Qualifications
Panel, which occurred on June 1, 2001. Homeseekers.com, Inc.
expects the move from Nasdaq to the OTC Bulletin Board to have
no impact on its day-to-day operations.
About HomeSeekers.com, Incorporated
HomeSeekers.com, Incorporated is a leading provider of
technology to the North American and International real estate
industries. The Company provides technology solutions and
services targeted to brokers, agents, Multiple Listing Services
(MLS), builders, consumers and others involved in the real
estate industry. Product and service offerings can be viewed at
the Company's primary website, http://www.homeseekers.com
IMC MORTGAGE: Board Approves Termination Plan
---------------------------------------------
IMC Mortgage Company (OTCBB:IMCC) announced that its Board of
Directors has approved, without objection by its secured
creditors, a plan for the termination of the operations of IMC.
Under the plan, which IMC is already implementing, IMC has been
seeking to accelerate the sale or other realization of its
remaining assets for the maximum value obtainable under the
circumstances, reduce its operating expenses to the minimum
level possible and attempting to settle on the most favorable
terms available litigation pending against IMC. Pursuant to that
plan, on July 13, 2001 IMC ceased its operations. The Board of
Directors has appointed an agent to administer the completion of
any parts of the plan that have not been implemented, and the
Board of Directors and officers of IMC either have or will
resign in the near future. After establishing appropriate
contingency reserves for the completion of the plan, any
remaining cash on hand will be paid to IMC's secured creditors
in accordance with the Intercreditor Agreement, as amended,
among them and IMC previously disclosed by IMC until such
creditors have been paid. Upon completion of the plan, any
remaining cash will also be distributed to IMC's secured
creditors. It is not anticipated that the liquidation of IMC's
asset will produce sufficient funds to pay IMC's obligations to
its secured creditors in full or that the shares of IMC will
have any value.
INFU-TECH: Shares Kicked Off Nasdaq, Now Trading On OTCBB
---------------------------------------------------------
Infu-Tech, Inc. (formerly Nasdaq: INFU), a provider of infusion
therapy and medical products, said that due to the net tangible
assets falling below $2,000,000, the NADSAQ Qualifications Panel
made the determination to delist Infu-Tech's securities from the
NASDAQ Stock Market effective with the open of business on July
10, 2001.
The Company's securities are now quoted on the OTC Bulletin
Board under the symbol INFU.OB.
Infu-Tech is accredited by the Joint Commission on Accreditation
of Health Care Organizations (JCAHO) and the company's products
and services are marketed in 27 states. The Company is a leading
specialty pharmaceutical company pursuing wireless health
commerce activities via its Smartmeds.com subsidiary.
LAIDLAW INC.: Moves to Obtain $200,000,000 of DIP Financing
-----------------------------------------------------------
As of February 28, 2001, Laidlaw Inc.'s consolidated balance
sheet showed $3,600,000,000 of long-term debt, consisting
primarily of
a) approximately $1,200,000,000 owed under an amended and
restated credit agreement dated February 24, 1999 and
b) approximately $2,200,000,000 in public bond debt under a
series of indentures.
Substantially all of the obligations under the Bank Credit
Agreement and the Indentures are unsecured. Under consents
solicited in September 2000, LINC obtained waivers of certain
covenants in the Bank Credit Agreement and the Indentures to
permit certain subsidiaries to enter into secured financing
arrangements. Non-debtor Greyhound Lines, Inc. and certain of
its subsidiaries entered into a two-year, $125,000,000 secured
revolving credit facility with Foothill Capital Corporation.
The Greyhound Parties used the Greyhound Facility in part to pay
off $43,000,000 of intercompany loans owed to LINC. All
remaining indebtedness owed to LILAC by the Greyhound Parties
was converted to an intercompany loan subordinated to the
Greyhound Facility. As of the Petition Date, outstanding
borrowings under the Greyhound Facility totaled approximately
$75,000,000. In January 2001, certain non-debtor subsidiaries
of LILAC entered into a $100,000,000 secured Bridge Facility
with a $50,000,000 letter of credit sub-facility with the
Canadian Imperial Bank of Commerce. The Debtors did not draw any
funds under the Bridge Facility, and it has expired by its
terms.
"It is essential that the Debtors immediately instill the
employees, suppliers and customers of the Laidlaw Operating
Companies with confidence in the Debtors' ability to
reorganize," Richard M. Cieri, Esq., at Jones, Day, Reavis &
Pogue, told Judge Kaplan at the First Day Hearing. Because the
Laidlaw Operating Companies have not filed chapter 11 cases, Mr.
Cieri explained, they are operating without the benefit of the
automatic stay under section 362 of the Bankruptcy Code. Owing
to the absence of the automatic stay, the ability of the Laidlaw
Operating Companies to maintain a business as usual atmosphere
is entirely dependent on the confidence of their vendors,
customers and suppliers. Absent such confidence, the value of
the Business Segments will suffer and the value of the Debtors'
equity interest in the Laidlaw Operating Companies will be
impaired to the detriment of the Debtors' estates.
"The success of these cases thus depends on the confidence of
the Laidlaw Companies' employees, vendors and customers. It is
essential to maintain such confidence that the Debtors
demonstrate an ability to support the continued operations of
the Laidlaw Operating Companies," Ivan R. Cairns, Laidlaw's Vice
President and Secretary, echoed. "If this Motion is denied or
delayed, confidence in the Debtors' ability to support the
continued operations of the Laidlaw Operating Companies will be
damaged, and the Debtors' ability to reorganize may be
undermined irreparably," Mr. Cairns stressed.
Laidlaw is convinced that no single event can better bolster
this confidence in the Laidlaw Companies than the announcement
that the Debtors have received interim approval of the DIP
Facility on the Petition Date, Mr. Cieri stated. Even if the
Debtors do not need all of the funds provided for in this DIP
Facility, the confidence instilled by the DIP Facility will be
invaluable in the Debtors' effort to restructure their balance
sheet without any significant impact on the operations of the
Laidlaw Operating Companies. The liquidity provided by the DIP
Facility also will provide the Laidlaw Operating Companies with
the ability to withstand any initial adverse reaction to the
filing of these cases by their customers, vendors and employees.
Without the approval of the interim and final relief sought by
this DIP Financing Motion, Mr. Cieri warned, the Debtors may
find that certain of the Laidlaw Companies' key constituencies
will be reluctant to continue to deal with them on a going
forward basis.
Mr. Cairns relates that Laidlaw approached Citibank N.A., The
Chase Manhattan Bank and General Electric Capital Corporation --
big lenders with a proven ability and reserves to extend the
type of financing needed -- to talk about DIP Financing
arrangements. Given the magnitude of the financing required and
the complexity of the Debtors' businesses, the Debtors
determined that it would not be productive to solicit interest
from any additional lenders. None of the institutions
approached by the Debtors, including their existing lenders, was
willing to make a postpetition loan on an unsecured basis.
Moreover, after extensive negotiations with each of the three
identified lenders, the Debtors concluded that GE Capital
offered the best terms.
Under the terms of a Senior Secured, Super-Priority Debtor-in-
Possession Credit Agreement dated June __, 2001, GE Capital
agrees, until June 28, 2001 (unless the facility matures
earlier), to lend up to $180,000,000 under a U.S. Facility and
GE Capital Canada agrees to lend up to $20,000,000 under a
Canadian Facility. Both the U.S. Facility and the Canadian
Facility include cross-guarantees by each of the Borrowers of
the other Borrowers' obligations under the Postpetition Credit
Agreement. In addition, all funds borrowed under the DIP
Facility will be guaranteed by all of the U.S. and Canadian
subsidiaries of the Borrowers other than Greyhound Lines, Inc.
and its subsidiaries.
Pending a final hearing, the Debtors seek immediate authority to
borrow up to $50,000,000 under the DIP Facility. Rule 4001(c)
of the Federal Rules of Bankruptcy Procedure permits a court to
approve a debtor's request for financing during the 15-day
period following the filing of a motion requesting authorization
to obtain postpetition financing "to the extent necessary to
avoid immediate and irreparable harm to the estate pending a
final hearing." The Debtors, Mr. Cieri suggests, face immediate
and irreparable harm if denied access to the DIP Facility.
Amounts borrowed accrue interest, at the Borrowers' option, at
(i) LIBOR plus 2.00% or (ii) a floating rate equal to the Index
Rate (the higher of the prime rate published in The Wall Street
Journal or 50 basis points over the Federal Funds Rate) plus
0.50%. If certain specified events of default occur, the
applicable interest rate increases by 2.0%.
The Debtors agree to pay GE Capital a variety of Fees:
$1,000,000 Commitment Fee;
1,500,000 Closing Fee
500,000 Underwriting Fee
150,000 annual Collateral Monitoring Fee
For every dollar not borrowed under the DIP Facility, the
Debtors pay a 0.50% Unused Facility Fee each year.
The Debtors agree to reimburse GE Capital for all of its
professionals' fees in connection with the DIP Financing
Facility. GE Capital's legal team includes:
* Jesse H. Austin, III, Esq., at Paul, Hastings, Janofsky &
Walker LLP, in Atlanta, Georgia;
* Leslie A. Plaskon, Esq., at Paul, Hastings, Janofsky &
Walker LLP, in Stamford, Connecticut; and
* Scott Homer, Esq., at McMillan Binch in Toronto .
The DIP Facility calls for payment of a prepayment premium,
payable in the event that any Borrower voluntarily defaults,
terminates (with the exception of emergence from these chapter
11 cases), or refinances the DIP Facility with another facility
prior to the second anniversary of the Closing Date, in the
amount of 1.0% of the DIP Facility. Any mandatory prepayment
from the sale of American Medical Response, Inc., EmCare, Inc.
and their respective subsidiaries shall be excluded from the
calculation of the prepayment premium.
All of the Debtors' obligations under the Postpetition Credit
Agreement will be secured (as to the Borrowers, under section
364(c) of the Bankruptcy Code) by senior first priority liens on
all of the existing and after acquired real and personal,
tangible and intangible, assets of the Borrowers and the Credit
Parties, including, without limitation, all cash, cash
equivalents, bank accounts, accounts, other receivables, chattel
paper, contract rights, inventory, instruments, documents,
securities (whether or not marketable), equipment, fixtures,
real property interests, franchise rights, patents, tradenames,
copyrights, intellectual property, general intangibles,
investment property and all substitutions, accessions and
proceeds of the foregoing, wherever located, including insurance
or other proceeds, in all cases excepting that any ambulances
used by AMR. Furthermore, except with respect to LILAC, the
Agents would receive a pledge of all of the issued and
outstanding capital stock of LTI and any and all of the
Borrowers' direct and indirect subsidiaries, as well as a
security interest in all intercompany notes due to and/or from
any Credit Party, subject and subordinate only to the Carve Out.
To the extent necessary to allow the lenders under the DIP
Facility to take all appropriate actions to perfect these
security interests, the automatic stay of section 362 of the
Bankruptcy Code will be deemed vacated.
Under 11 U.S.C. Sec. 364, the Debtors' obligations under the DIP
Facility will constitute allowed administrative expense claims
having priority over all other administrative expenses.
Notwithstanding the foregoing, the superpriority administrative
expense claims and the liens will be subject and subordinate to
a $5,000,000 Carve-Out for (i) compensation for fees and
disbursements permitted under sections 330 and 331 of the
Bankruptcy Code to retained professionals of the Debtors and any
official unsecured creditors' committee appointed pursuant to
section 1102 of the Bankruptcy Code and (ii) fees required to be
paid to the Office of the United States Trustee under 28 U.S.C.
1930(a)(6). No part of the Carve Out may be used to pay
professional fees and disbursements incurred in connection with
investigating or asserting any claims against the Agent or DIP
Lenders, including investigating or challenging any liens of the
DIP Lenders.
The Postpetition Credit Agreement contains typical events of
default for syndicated loan facilities and debtor in possession
financing, including, but not limited to:
(1) the failure to make any interest, principal or fee
payment owed under the Postpetition Credit Agreement;
(2) the filing for relief under the Bankruptcy Code, the
CCAA or any other insolvency law of a Credit Party other
than a Borrower;
(3) the dismissal or conversion of any of the Debtors' cases
to a case under chapter 7 of the Bankruptcy Code, or
appointment of (x) a Trustee or Examiner with expanded
powers in the Chapter 11 Cases or (y) a monitor,
receiver, receiver-manager or similar person with powers
to operate or manage the financial affairs or business,
or to effect a reorganization of one or more of the
Companies, or a sale of all or substantially all of the
assets of any one or both of the Companies, without the
Agents' and/or Lenders' consent, in the CCAA Cases;
(4) the assertion of claims arising under section 506(c) of
the Bankruptcy Code or its Canadian equivalent against
the Agents or any Lender or the commencement of other
actions adverse to the Agents or any Lender or their
respective rights and remedies under the DIP Facility or
any Bankruptcy Court order;
(5) the incurrence of debt other than permitted debt with
priority equal to or greater than the DIP Lenders;
(6) any granting or imposition of liens other than purchase
money and other liens in amounts otherwise acceptable to
the Agents, which significantly impair any Borrower's or
Credit Party's financial condition, operations or
ability to perform under the DIP Facility and/or
guarantees thereof, as applicable, or any Bankruptcy
Court order; or
(7) any violation or breach of any representation, warranty
or covenant.
Laidlaw agrees not to sell, transfer, convey, assign or
otherwise dispose of any of its properties or other assets,
including the Stock of any of its Subsidiaries (whether in a
public or a private offering or otherwise) or any of its
Accounts, other than:
(a) the sale, transfer, conveyance or other disposition by a
Credit Party of Equipment, Fixtures or Real Estate that
are obsolete or no longer used or useful in such Credit
Party's business;
(b) other Equipment and Fixtures having a value not
exceeding $1,000,000 in any single transaction or
$1,500,000 in the aggregate in any Fiscal Year;
(c) the sale of Vehicles in the ordinary course consistent
with maintaining the average fleet age of its Vehicles;
(d) a contemplated $75,000,000 sale-leaseback transaction
involving Vehicles and permitted by Section 6.12 of the
Credit Agreement; and
(e) a Permitted Disposition, which means the sale by U. S.
Borrowers or any of their Subsidiaries of all interest
in AMR or EmCare; provided that (a) at least 50% of the
total consideration received by U.S. Borrowers or their
Subsidiaries for such sale shall consist of cash
proceeds, (b) all proceeds from such sale shall be used
by U.S. Borrowers to prepay the DIP Loans, and (c) the
US Commitment (with a corresponding pro rata reduction
of the Maximum Revolving Loan Amount and the Maximum US
L/C Amount) shall be permanently reduced by the amount
of the applicable Non-Core Borrowing Limit of AMR or
EmCare, as the case may be.
Laidlaw covenants with GE Capital that Minimum and Maximum
Capital Expenditures for the will be limited to:
U.S. Education Services Group
For the Fiscal Minimum Capital Maximum Capital
Quarter Ending Expenditures Expenditures
-------------- --------------- ---------------
August 31, 2001 $27,037,000.00 $59,481,000.00
November 30, 2001 $19,186,000.00 $42,210,000.00
February 28, 2002 $22,303,000.00 $49,066,000.00
May 31, 2002 $32,898,000.00 $72,375,000.00
August 31, 2002 $33,685,000.00 $74,107,000.00
November 30, 2002 $18,105,000.00 $39,832,000.00
February 28, 2003 $21,346,000.00 $46,962,000.00
May 31, 2003 $32,365,000.00 $71,202,000.00
Canadian Education Services Group
For the Fiscal Minimum Capital Maximum Capital
Quarter Ending Expenditures Expenditures
-------------- --------------- ---------------
August 31, 2001 $604,000.00 $1,329,000.00
November 30, 2001 $4,254,000.00 $9,359,000.00
February 28, 2002 $9,335,000.00 $20,538,000.00
May 31, 2002 $987,000.00 $2,170,000.00
August 31, 2002 $747,000.00 $1,643,000.00
November 30, 2002 $3,817,000.00 $8,398,000.00
February 28, 2003 $8,438,000.00 $18,564,000.00
May 31, 2003 $928,000.00 $2,041,000.00
Transit Group
For the Fiscal Minimum Capital Maximum Capital
Quarter Ending Expenditures Expenditures
-------------- --------------- ---------------
August 31, 2001 $1,892,000.00 $4,163,000.00
November 30, 2001 $1,635,000.00 $3,596,000.00
February 28, 2002 $1,250,000.00 $2,751,000.00
May 31, 2002 $1,097,000.00 $2,414,000.00
August 31, 2002 $1,454,000.00 $3,199,000.00
November 30, 2002 $1,712,000.00 $3,765,000.00
February 28, 2003 $1,308,000.00 $2,877,000.00
May 31, 2003 $1,147,000.00 $2,524,000.00
AMR Group
For the Fiscal Minimum Capital Maximum Capital
Quarter Ending Expenditures Expenditures
-------------- --------------- ---------------
August 31, 2001 $2,661,000.00 $5,854,000.00
November 30, 2001 $4,781,000.00 $10,517,000.00
February 28, 2002 $4,781,000.00 $10,517,000.00
May 31, 2002 $10,909,000.00 $24,001,000.00
August 31, 2002 $11,781,000.00 $25,918,000.00
November 30, 2002 $4,452,000.00 $9,795,000.00
February 28, 2003 $4,452,000.00 $9,795,000.00
May 31, 2003 $10,181,000.00 $22,398,000.00
EmCare Group
For the Fiscal Minimum Capital Maximum Capital
Quarter Ending Expenditures Expenditures
-------------- --------------- ---------------
August 31, 2001 $978,000.00 $2,152,000.00
November 30, 2001 $625,000.00 $1,375,000.00
February 28, 2002 $625,000.00 $1,375,000.00
May 31, 2002 $625,000.00 $1,375,000.00
August 31, 2002 $1,042,000.00 $2,292,000.00
November 30, 2002 $625,000.00 $1,375,000.00
February 28, 2003 $625,000.00 $1,375,000.00
May 31, 2003 $625,000.00 $1,375,000.00
Greyhound Group
For the Fiscal Minimum Capital Maximum Capital
Quarter Ending Expenditures Expenditures
-------------- --------------- ---------------
August 31, 2001 $2,013,000.00 $4,429,000.00
November 30, 2001 $2,353,000.00 $5,177,000.00
February 28, 2002 $4,058,000.00 $8,928,000.00
May 31, 2002 $8,366,000.00 $18,406,000.00
August 31, 2002 $1,084,000.00 $2,386,000.00
November 30, 2002 $1,235,000.00 $2,716,000.00
February 28, 2003 $2,495,000.00 $5,490,000.00
May 31, 2003 $7,689,000.00 $16,916,000.00
provided, however, that the amount of permitted Capital
Expenditures will be increased in any period by the positive
amount equal to the amount (if any) equal to the difference
obtained by taking the Capital Expenditures limit specified
above for the immediately prior period minus the actual amount
of any Capital Expenditure expended during such prior period,
and for purposes of measuring compliance, the Carry Over Amount
shall be deemed to be the last amount spent on Capital
Expenditures in that succeeding year. For purposes of the
foregoing calculation, Capital Expenditures shall be deemed to
include permitted sale leaseback transactions.
Laidlaw covenants with GE Capital to maintain a Minimum Fixed
Charge Coverage Ratio. On a consolidated basis at the end of
each Fiscal Quarter indicated, the Fixed Charge Coverage Ratio
for the 12-month period then ended (except for any period
commencing November 1, 2001 and ending on or prior to July 31,
2002, which shall be for the periods described below) shall not
be less than:
1.Ox for the period of one Fiscal Quarter commencing
June 1, 2001 and ending November 30, 2001;
l.Ox for the period of two Fiscal Quarters commencing
June 1, 2001 and ending February 28, 2002;
1.Ox for the period of three Fiscal Quarters commencing
June 1, 2001 and ending May 31, 2002;
1.Ox for the 12 month period ended August 31, 2002;
1.Ox for the 12 month period ended November 30, 2002;
1.Ox for the 12 month period ended February 28, 2003; and
1.Ox for the 12 month period ended May 31, 2003.
Laidlaw further agrees to maintain a Minimum EBITDA covenant
quarter-by-quarter for the 12-month period then ended (except
for any period commencing June 1, 2001 and ending on or prior to
May 31, 2002, which shall be for the periods described below):
U. S. Education Services Group
Period Minimum EBITDA
------ --------------
June 1, 2001 through August 31, 2001 ($32,718,000.00)
June 1, 2001 through November 30, 2001 $46,850,000.00
June 1, 2001 through February 28, 2002 $107,352,000.00
June 1, 2001 through May 31, 2002 $190,208,000.00
August 31, 2002 $185,525,000.00
November 30, 2002 $193,943,000.00
February 28, 2003 $198,878,000.00
May 31, 2003 $204,411,000.00
Canadian Education Services Group
Period Minimum EBITDA
------ --------------
June 1, 2001 through August 31, 2001 $175,000.00
June 1, 2001 through November 30, 2001 $9,431,000.00
June 1, 2001 through February 28, 2002 $17,261,000.00
June 1, 2001 through May 31, 2002 $26,443,000.00
August 31, 2002 $26,558,000.00
November 30, 2002 $26,513,000.00
February 28, 2003 $26,545,000.00
May 31, 2003 $26,532,000.00
Transit Group
Period Minimum EBITDA
------ --------------
June 1, 2001 through August 31, 2001 $5,148,000.00
June 1, 2001 through November 30, 2001 $9,211,000.00
June 1, 2001 through February 28, 2002 $13,576,000.00
June 1, 2001 through May 31, 2002 $19,143,000.00
August 31, 2002 $19,555,000.00
November 30, 2002 $20,366,000.00
February 28, 2003 $21,143,000.00
May 31, 2003 $21,982,000.00
AMR Group
Period Minimum EBITDA
------ --------------
June 1, 2001 through August 31, 2001 $22,017,000.00
June 1, 2001 through November 30, 2001 $41,791,000.00
June 1, 2001 through February 28, 2002 $62,452,000.00
June 1, 2001 through May 31, 2002 $85,233,000.00
August 31, 2002 $86,311,000.00
November 30, 2002 $88,641,000.00
February 28, 2003 $91,159,000.00
May 31, 2003 $93,823,000.00
EmCare Group
Period Minimum EBITDA
------ --------------
June 1, 2001 through August 31, 2001 $3,213,000.00
June 1, 2001 through November 30, 2001 $6,239,000.00
June 1, 2001 through February 28, 2002 $9,411,000.00
June 1, 2001 through May 31, 2002 $13,883,000.00
August 31, 2002 $14,243,000.00
November 30, 2002 $14,959,000.00
February 28, 2003 $15,665,000.00
May 31, 2003 $16,382,000.00
Greyhound Group
Period Minimum EBITDA
------ --------------
June 1, 2001 through August 31, 2001 $9,550,000.00
June 1, 2001 through November 30, 2001 $12,270,000.00
June 1, 2001 through February 28, 2002 $15,520,000.00
June 1, 2001 through May 31, 2002 $18,807,000.00
August 31, 2002 $19,649,000.00
November 30, 2002 $20,080,000.00
February 28, 2003 $20,517,000.00
May 31, 2003 $20,964,000.00
GE Capital anticipates syndicating the DIP Facility. A
Qualified Assignee or participant requires the consent of the
Agent and, after giving effect to any partial assignment, the
assignee Lender shall have a Commitment in an amount at least
equal to $5,000,000 and the assigning Lender shall have retained
a Commitment in an amount at least equal to $5,000,000. The
Agent receives a $3,500 fee from the assignee.
Judge Kaplan finds that the terms and conditions of the
Postpetition Credit Agreement are fair and reasonable and were
negotiated by the parties in good faith and at arm's length.
Therefore, Judge Kaplan ruled, pending a final hearing -- to be
scheduled no more than 30 days from the Petition Date -- the
Debtors are authorized to borrow up to $50,000,000 from the DIP
Lenders and the DIP Lenders shall be accorded the benefits of
section 364(e) of the Bankruptcy Code. (Laidlaw Bankruptcy News,
Issue No. 2; Bankruptcy Creditors' Service, Inc., 609/392-0900)
LOEWEN: Cash And Exit Financing Expected Under 3rd Amended Plan
---------------------------------------------------------------
The following table sets forth a summary of the principal
sources and uses of cash expected to be available to the
Reorganized Loewen Group, Inc. Debtors on the Effective Date
assuming
(a) the Exit Financing Term Loan Closing does not occur
and the New Five-Year Secured Notes are issued pursuant to
the Plan,
(b) the Realized Asset Disposition Proceeds Amount is $135
million and $30 million Aggregate principal amount of New
Two-Year Unsecured Notes are issued pursuant to the Plan and
(c) the Excess Cash Distribution Amount is $25 million and $330
million aggregate principal amount of New Seven-Year
Unsecured Notes are issued pursuant to the Plan). All
amounts shown are estimates.
(Dollars in Millions)
Sources of Cash
Cash generated from operations .................. $ 161.1
Cash generated from asset dispositions........... 135.0
---------
Total Sources................................. $ 296.1
=========
Uses of Cash
Cash distributions in respect of Class 5......... $ 80.2
Cash distributions in respect of Class 6......... 29.4
Cash distributions in respect of Class 7......... 50.4
Cash distributions in respect of Class 4......... 10.0
Cash distributions in respect of Classes 2 and 3
(i.e., convenience Claims)..................... 10.0
Cure payments for assumptions of Executory
Contracts and Unexpired Leases ................ 5.0
Administrative Claims, financing fees and
other reorganization expenses.................. 65.6
Cash available for working capital............... 45.5
---------
Total Uses .................................... $ 296.1
=========
It is anticipated that on the Effective Date an additional $100
million will be available to the Reorganized Debtors pursuant to
the Exit Financing Revolving Credit Facility.
In addition, the Debtors may seek to obtain a $250 million Exit
Financing Term Loan as of the Effective Date. If the Exit
Financing Term Loan Closing occurs, $250 million in cash will be
distributed to holders of Allowed CTA Note Claims in Classes 5,
6 and 7, and the New Five-Year Secured Notes will not be issued
pursuant to the Plan.
It is a condition to the Effective Date that, as of the
Effective Date, Reorganized LGII and the Exit Financing Facility
Agent Bank will have entered into the Exit Financing Revolving
Credit Facility.
The Debtors currently contemplate that such Exit Financing
Revolving Credit Facility will be secured $100 million revolving
credit facility, $30 million of which will also be available in
the form of letters of credit. (Loewen Bankruptcy News, Issue
No. 42; Bankruptcy Creditors' Service, Inc., 609/392-0900)
LTV CORPORATION: Court Okays Proposed Omnibus Setoff Procedures
---------------------------------------------------------------
The LTV Corporation asks Judge Bodoh to approve and authorize
procedures for the setoff of mutual prepetition obligations
between the Debtors and certain of their customers and vendors
without further judicial review or approval. Prior to the
Petition Date, in connection with the day- to-day operation of
their businesses, the Debtors regularly engaged in transactions
with: (a) customers, including non-debtor affiliates; and (b)
vendors, including non-debtor affiliates, some of which may also
be customers. Many, if not all, of these transactions were
conducted on credit terms. Accordingly, many customers and
vendors owe prepetition obligations to the Debtors. Likewise,
many customers and vendors also have outstanding prepetition
claims against the Debtors. The obligations and claims arose in
the ordinary course of business from a variety of circumstances,
including: (a) overpayment for goods and services; (b) trade
credits due to defective or returned goods; and (c) goods or
services provided on credit terms.
By this Motion, the Debtors request authority for the approval
of setoff procedures to effect the setoff of mutual obligations
and claims. Based on the informal setoff requests received to
date and a review of their books and records, the Debtors
believe that a significant number of potential valid setoffs
exist. The procedures are designed to establish a streamlined
mechanism to resolve these setoffs in the most efficient manner
possible.
While the Code requires judicial approval of any setoff,
requiring separate court approval of each setoff would be
administratively burdensome to the Court and costly for these
estates. In addition, because many of the Debtors' customers and
vendors are unwilling to continue to (a) provide goods or
services to, or purchase goods or services from, the Debtors; or
(b) remit any net obligations to the Debtors until the setoffs
can be effected, the costs and delays associated with seeking
individual court approval of each setoff would adversely affect
the efficient operation of the Debtors' businesses and the
Debtors' ability to collect their accounts receivable. The
relief requested in this Motion will enable the Debtors to
quickly recover any net obligations, some of which are
substantial, and preserve crucial relationships with customers
and vendors.
The Setoff Procedures
1. Obligations and Claims Subject to Setoff
In accord with the Code, the setoff procedures will apply
only to mutual obligations and claims of a single customer or
vendor, and a single Debtor. The setoff procedures will not
permit a so-called "triangular" setoff in which a claim against
one Debtor is set off against an obligation owing to another
Debtor. In addition, customers or vendors who are separate but
related legal entities cannot aggregate their claims for setoff
purposes.
Based on the terms of the Debtors postpetition financing
documents and the Debtors' discussions with their postpetition
lenders, the Debtors do not believe that the financing documents
impose any requirements or limitations on setoffs.
2. Setoffs Below the Setoff Cap
Setoffs involving amounts less than $500,000 may be effected
by agreement between the applicable Debtor and the non-debtor
party to the setoff. Each setoff agreement will (a) identify the
claim and the obligation subject to setoff; (b) be signed by the
applicable Debtor and the non-debtor party to the setoff; and
(c) be in a form acceptable to the Debtors (including a letter
agreement). A setoff agreement will become effective immediately
upon its execution, and the Debtors will be permitted to effect
the setoff described in the setoff agreement without further
order of the Court or consent of other parties. The Debtors will
maintain strict records of all setoffs made under the setoff
agreements, including copies.
3. Setoffs Above the Setoff Cap
Setoffs above the setoff cap will have additional procedures:
(a) Notice and Opportunity to Object. After a Debtor reaches
an agreement with a customer or vendor for a setoff involving an
amount above the setoff cap, the Debtor will file a notice of
the proposed setoff with the Court and serve the setoff notice
on (i) counsel to the Creditors' Committee; (ii) counsel to the
Noteholders Committee; (iii) any other committee appointed in
these cases; (iv) counsel to the administrative agents for the
DIP lenders; (v) counsel to the administrative agents for the
prepetition secured lenders; and (vi) the non-debtor party to
the proposed setoff. The setoff notice will be signed by the
applicable Debtor and the non-debtor party to the setoff and
will include:
(i) a brief description of the obligations and claims
that form the basis of the proposed setoff and representations
that the parties believe that such setoff meets the requirements
of the Bankruptcy Code;
(ii) the identity of the applicable Debtor and the non-
debtor party to the proposed setoff, and any relationships of
the non-debtor party with the Debtors;
(iii) whether the proposed setoff will result in a net
obligation owing to the Debtor, or a net claim against the
Debtor's estate;
(iv) an agreement by the non-debtor party to the proposed
setoff that (a) its claim will be fully satisfied to the extent
of the setoff, (b) any remaining portion of its claim will be
reconciled as part of the claims process in these cases, subject
to a full reservation of the Debtors' right to object to the
remaining portion, and (c) any net obligation will be paid to
the Debtors within ten days after the expiration of the notice
period; and
(v) instructions consistent with procedures to assert
potential objections to the proposed setoff.
Interested parties will have five business days to object to the
proposed setoff. If no objections are properly asserted prior to
the expiration of the notice period, the applicable Debtor will
be authorized, without further notice and without further Court
approval, to effect the proposed setoff.
In addition, the applicable Debtor may consummate a proposed
setoff prior to the expiration of the applicable notice period
if the Debtor obtains each interested party's written consent to
the proposed setoff. Upon either (a) the expiration of the
notice period without the assertion of any objections, or (b)
the written consent of all interested parties, the setoff will
be deemed (i) final and fully authorized by the court, and (ii)
to be in compliance with, and not in violation of, the financing
documents.
4. Objection procedures
Any objections to a proposed setoff must be in writing, filed
with the Court, and served on the other interested parties and
counsel to the Debtors so as to be received before the
expiration of the notice period. Each objection must state with
specificity the grounds for objection. If an objection to a
proposed setoff is properly filed and served, the proposed
setoff may not proceed absent withdrawal of the objection or the
entry of an Order of the Court specifically approving the
proposed setoff. Any objections may be resolved without a
hearing by an order of the court submitted on a consensual
basis by the applicable Debtor and the objecting party. If an
objection is not resolved on a consensual basis, the applicable
Debtor or the objecting party may schedule the proposed setoff
and the objection for hearing at the next available hearing date
in these cases by giving at least ten days' written notice of
the hearing to each of the interested parties.
Judge Bodoh Approves
Appreciating the efficiency of this procedure, Judge Bodoh
approves and authorizes it.
LTV Steel Puts It Into Immediate Operation
The Debtor LTV Steel almost immediately made use of this
procedure to provide notice of a proposed setoff between LTV
Steel and Venture Fuels, a partnership consisting of NERCO Coal
Sales Company and Midwest Energy Resources Company. LTV Steel
states it has no relationship with Venture Fuels.
Venture Fuels and LTV Steel are parties to two agreements: ;(a)
the Vessel Transportation Agreement dated January 1, 1999, under
which Venture Fuels tenders coal to LTV Steel, and LTV Steel
provides vessel transportation services for such coal, and (b)
the LTV Steel/Venture Fuels Coal Supply Agreement dated January
1, 1998, under which Venture Fuels sells coat to LTV Steel.
Under the Vessel Transportation Agreement, as of December 29,
2000, Venture Fuels owed LTV Steel $1,298,396. Under the Coal
Supply Agreement, as of December 29, 2000, LTV Steel owed to
Venture Fuels $626,661.70. The consummation of the setoff of the
obligation and the claim will result in a net obligation of
$671,734.30 owed to LTV Steel.
Venture Fuels agrees that its claim will be fully satisfied by
the proposed setoff, that it will not file or assert any further
claims against LTV Steel's estate, and that if it does file any
further claim, the claim will be deemed disallowed. (LTV
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service,
Inc., 609/392-00900)
MARINER: Seeks Court Approval Of $1,512,500 Gericare Settlement
---------------------------------------------------------------
In connection with the closure of APS Edison, a pharmacy
dispensing operation in Edison, New Jersey, Mariner Post-Acute
Network, Inc. seeks the Court's authority for Debtor American
Pharmaceutical Services, Inc. (APS) to enter into Settlement
Agreement with customer Gericare, Inc. which allegedly owed APS
$1.75 million for APS Edison's goods and services.
APS, one of the largest institutional pharmacy providers in the
United States, operates 33 pharmacies that provide pharmacy
products and services to approximately 1,500 facilities.
Until earlier this year, APS Edison was one of these.
Gericare, a New Jersey-based operator of eight skilled nursing
facilities, was the largest customer of APS Edison, accounting
at one time for approximately 90% of APS Edison's pharmacy
dispensing business and nearly 40% of APS Edison's Medicare Part
B business. APS' sales to Gericare ran approximately $350,000
per month.
Unfortunately, Gericare failed to make timely payments for the
goods and services provided by APS. Thus, when the Debtors'
filed for bankruptcy in early 2000, Gericare's receivables were
growing at a rate of approximately $50,000 per month.
Eventually, Gericare's outstanding obligations to APS grew to
approximately $1.75 million.
Gericare, however, contends that its outstanding obligations to
APS total less than $1.75 million as a result of certain alleged
credits that appear on Gericare's books and records.
The Debtors tell the Court that Gericare's failure to pay its
outstanding obligations resulted in significant losses for APS
Edison. In light of these losses and the lack of interest in the
APS Edison business from potential acquirers of APS, APS'
management determined that it would be in the best interests of
the Debtors and their creditors to close APS Edison.
In connection with the closure of APS Edison, the Debtors
commenced negotiations with Gericare regarding Gericare's
substantial outstanding obligations to APS.
The Proposed Settlement Agreement
After substantial negotiations, the Debtors and Gericare have
reached an agreement which provides, inter alia:
(1) APS will reduce its total claim for services and
products provided to Gericare from $1,750,000 to $1,512,500,
based upon certain alleged credits and a negotiated reduction in
the total claim amount;
(2) Gericare will execute a promissory note in favor of APS
in the principal amount of $1,512,500, with interest accruing at
the rate of 10.0% per annum;
(3) Principal and accrued interest payments will be made
monthly, commencing June 1, 2001, amortized over a period of six
months;
(4) The promissory note may be assigned by APS to any
affiliate or successor;
(5) Upon execution of the Settlement Agreement, Gericare
will tender to APS a good faith deposit in the amount of
$100,000, which will be credited against the principal amount of
the promissory note if the settlement is approved by the Court,
or returned to Gericare if the settlement is not approved by
the Court; and
(6) Upon Court approval of the Settlement Agreement,
Gericare will tender $505,000 to APS, which will be credited
against the principal amount of the promissory note.
The Debtors believe that the proposed settlement is in the best
interest of their estates, creditors, and other parties in
interest.
First, while the Debtors believe that Gericare is indebted to
APS in the amount of $1.75 million, the Debtors also believe
that the negotiated reduction in the total claim amount is
warranted in light of Gericare's contention that it owes less
than $1.75 million as a result of certain alleged credits that
appear on its books and records. In addition, the reduced claim
amount will provide for the prompt payment of the settlement
amount owing to the Debtors, thus reducing the risk of
nonpayment to the Debtors. Further, the proposed settlement will
enable the Debtors to avoid potentially significant litigation
and collection costs, thus enabling the Debtors to receive a
greater net amount than if they were to have to bring an action
against Gericare for nonpayment.
Accounting for the payment of attorneys' fees and costs and the
risks inherent in any litigation, the Debtors do not believe
that they could achieve a result in litigation any more
favorable than that proposed in the Settlement Agreement.
For all these reasons, the Debtors submit that they should be
authorized to enter into the Settlement Agreement. (Mariner
Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service,
Inc., 609/392-0900)
PACIFICARE: Look for Second Quarter Results on July 31
------------------------------------------------------
PacifiCare Health Systems Inc. (Nasdaq:PHSY) announced that
based on preliminary results for the second quarter ended June
30, 2001, the company expects to report earnings per share of
approximately $0.45.
This estimate excludes any non-recurring charges and fees
related to the company's current debt refinancing efforts. This
result, which exceeds prior guidance, compares with EPS of $0.39
in the first quarter of 2001, and $1..96 per share in the second
quarter of the prior year.
The preliminary results for the second quarter indicate that the
company's performance should result in continued compliance with
its debt covenants.
Conference Call and Webcast Information
PacifiCare is scheduled to release complete financial results
for the second quarter of 2001 after the market closes on
Tuesday, July 31. The company's management will host a
conference call and webcast on Wednesday, Aug. 1, at noon EDT, 9
a.m. PDT, to discuss results in further detail. Investors,
analysts and other interested parties will be able to access the
live conference by dialing 888/625-1617.
The password is "PacifiCare" and the conference leader is Howard
Phanstiel. A live webcast of the call will be available at
WWW.PACIFICARE.COM. Click on "About the Company," "Investor
Relations," and "Conference Calls" to access the link.
Additionally, a replay of the call will be available until the
end of the day on Aug. 22 at 800/925-1765.
Dedicated to making people's lives better, PacifiCare Health
Systems is one of the nation's largest health care services
companies. Primary operations include managed care products for
employer groups and Medicare beneficiaries in eight western
states and Guam.
Other specialty products and operations include pharmacy benefit
management, behavioral health services, life and health
insurance, and dental and vision services. More information on
PacifiCare can be obtained at WWW.PACIFICARE.COM OR by calling
877/PHS-STOCK (877/747-7862).
PACIFIC GAS: Committee Pitches Rogers & Associates as PR Agent
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Pacific Gas and
Electric Company's chapter 11 cases asks the Court for
permission to retain Rogers & Associates as its public relations
and public affairs consultants.
"R&A," Committee Co-Chairs Clara Strand and Kenneth E. Smith
relate, "will provide such consulting and advisory services as
R&A and the Committee, including its legal, financial and
legislative advisors deem appropriate and feasible in order to
advise the Committee in the course of these chapter 11 cases,
including telephone hotline management, media relations,
government relations, creditor relations and other
communications as appropriate.
"R&A, at the request of the Committee," Ms. Strand and Mr. Smith
continue, "may provide additional services deemed appropriate
and necessary in connection with the Committee's participation
in the Debtor's bankruptcy case."
R&A will bill for its services by the hour:
CEO/President $350
Advocate/Spokesperson 350
Senior Vice President 275
Vice President 225
Management Supervisor 200
Account Supervisor 175
Senior Account Executive 125
Account Executive 110
Support Staff 65
Director and CEO Ron Rogers assures the Court that R&A is
disinterested has no relationship with any other party in
interest in this chapter 11 case related to PG&E. Out of an
abundance of caution, Mr. Rogers discloses that he and his firm
are routinely involved in California politics and energy-related
lobbying -- which is what qualifies R&A to work for the
Committee. (Pacific Gas Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 609/392-0900)
PILLOWTEX CORPORATION: Rejects Merchandise Mart Lease in Chicago
----------------------------------------------------------------
Fieldcrest entered into a lease of commercial space at the
Merchandise Mart in January 1991 with LaSalle National Trust
N.A., as lessor. The space is located at 470 The Merchandise
Mart Plaza in Chicago, Illinois. Fieldcrest used the space as a
showroom and sales office. The rent consists of an annual base
rent of $60,342.25, payable in advance in monthly installments
of $5,028.52 on the first day of each month. The Debtors also
have to pay an annual rent adjustment. As of Petition Date,
Fieldcrest was not in default of its obligations under the
Merchandise Mart Lease. But the Pillowtex Corporation Debtors
did have a pre-petition default of $523.64 on the payment for
electricity service.
Since the Debtors no longer use their space at Merchandise Mart,
Judge Robinson agreed that the lease should be rejected so that
no further administrative expense liability to LaSalle is
incurred. (Pillowtex Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., 609/392-0900)
PRECISION SPECIALTY: Files Chapter 11 Petition in Wilmington
------------------------------------------------------------
Precision Specialty Metals, Inc., the nation's leading stainless
steel conversion mill, announced that in order to complete its
restructuring initiatives and ensure sufficient liquidity to
continue to operate and grow its business, it filed a voluntary
petition for reorganization under Chapter 11 of the Bankruptcy
Code. The Company also announced that it has received
commitments for up to $29 million in debtor-in-possession (DIP)
financing from Bank of America Business Credit, which will be
used to fund post-petition operating expenses and supplier and
employee obligations.
Precision Specialty Metals' Chief Executive Officer Lawrence F.
Hall emphasized that the Chapter 11 process will have no impact
on the Company's abilities to fulfill its obligations to its
employees or its customers. "Daily operations of our facilities
will continue as usual, and our employees will continue to be
paid without interruption. We anticipate no workforce reductions
as a result of the filing.
"During the restructuring period and beyond, we will continue
our commitment to provide the highest quality product and
service that our customers have come to expect, and to retain
our superior record of compliance with federal and state
regulatory requirements," Mr. Hall said. "Our vendors will be
paid for all goods and services provided after the filing date
and transactions that occur in the normal course of business
will continue as before. With our DIP financing and the
protections provided under the Bankruptcy Code for post-petition
purchases, we are confident our suppliers will continue to
support us while we complete our restructuring. Going forward,
we will continue to meet the needs of our existing customers and
write new business."
He said that the Company has been operating under extremely
challenging conditions during the past three to four years due
to the prolonged downward pricing pressure prevalent in the
stainless steel industry caused by foreign imports and other
factors. "Despite this pressure, our company continued to
maintain strong profitability until supply far outpaced demand,
severely impacting our liquidity. After careful consideration,
we determined that the Chapter 11 process presents the best
means to complete our restructuring," Mr. Hall stated, noting
that more than a dozen steel companies have initiated Chapter 11
cases since 1999.
"In spite of the recent downturn in our industry, the Company
has made significant operating improvements within the past ten
years, including the installation of a new cold anneal and
pickle line, a coil-to-coil tension leveler, new slitters,
pollution control and water treatment equipment and in 1999, the
installation of a state of the art 52" Z mill which increased
product output by 40 %. In addition, over the last several
months, we have made substantial progress in implementing cost
reduction and productivity improvements," Mr. Hall said.
"We believe that utilizing the Chapter 11 process to complete
our restructuring is in the best long-term interests of the
Company and its various constituents. It will enable Precision
Specialty Metals to emerge from Chapter 11 with a more
appropriate capital structure, sufficient cash to fund
operations going forward and the ability to access capital to
fund new growth initiatives. We are confident that with the
sufficient capital and the continued support of our employees,
customers and vendors, we will successfully complete our
restructuring initiatives."
Headquartered in Los Angeles, Precision Specialty Metals is a
specialty steel conversion mill engaged in re-rolling, slitting,
cutting and polishing stainless steel and high-performance alloy
hot band into standard or customized finished thin-gage strip
and sheet product. PSM is the sole stainless steel conversion
mill in the Western United States, and the largest independent
conversion mill in the U.S. Its products are consumed by the
automotive, aerospace, construction, computer and appliance
industries.
The Company filed its voluntary petition in the U.S. Bankruptcy
Court for the District of Delaware in Wilmington.
PRECISION SPECIALTY: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Precision Specialty Metals, Inc.
3301 Medford Street
Los Angeles, CA 90063
Chapter 11 Petition Date: June 16, 2001
Court: District of Delaware
Bankruptcy Case Nos.: 01-02411
Debtor's Counsel: Laura Davis Jones, Esq.
Pachulski, Stang, Ziebl, Young & Jones P.C.
919 North Market Street, 16th Floor
PO Box 8705
Wilmington, DE 19899-8705 (Courier 19801)
Estimated Assets: $50 million to $100 million
Estimated Debts: $1 million to $50 million
List of Debtor's 20 Largest Unsecured Creditors:
Entity Category Of Claim Claim Amount
------ ----------------- ------------
J&L Specialty Products Stainless Steel $3,510,432
Shawn Madey
PO Box 3373
Pittsburgh, PA 15230-3373
Tel: 412-338-1712
Fax: 412-338-1723
Allegheny Ludlum Steel Stainless Steel $1,999,601
George Fedoria
609 Epsilon Drive
Pittsburgh, PA 15238
Tel: 412-394-2891
Fax: 412-394-2947
AK Steel Corporation Stainless Steel $441,332
1003 Solutions Center
Chicago, IL 60677-100
Tel: 724-284-2000
Fax: 724-284-2126
Los Angeles County Property Taxes $349,630
Tax Collector
Los Angeles, CA 90054-0018
Tel: 213-974-2111
North American Stainless Stainless Steel $234,128
Special Metals Stainless Steel $215,424
Haynes International, Inc. Stainless Steel/HPA $188,826
International Paper Interleaving Tissue $127,531
(Thilmany Int Paper) Paper
Sempra Energy Solutions $103,451
Malone Freight Lines Carrier $88,873
Kolene Corporation $87,709
Crane Netics, Inc. $79,715
Century Specialties, Inc. Roll Mills $75,300
Environmental Recovery Hauls waste $72,849
Services, Inc. material
Los Angeles Chemical Co. Chemicals $66,445
Ramon Salazar Welding Welding Fabricator $63,123
AON Risk Services Insurance $60,410
Sonoco Products Co. Cores $55,148
North American Mfg. Co. Valve Machine $46,009
Parts
Shintoku Corp. $43,400
RBX CORPORATION: Court Confirms Chapter 11 Plan
-----------------------------------------------
RBX Corporation, and its subsidiaries, leading manufacturers of
closed cell rubber foam, rubber compounds, plastic foam and
other polymer products used in various industrial and consumer
applications, announced that on July 12, its reorganization plan
was confirmed by the United States Bankruptcy Court, Western
District of Virginia, setting the stage for the Company to
emerge quickly from Chapter 11.
Timothy J. Bernlohr, Executive Vice President of RBX Corporation
said, "Today's confirmation of the restructuring plan by the
court is the final step in the Chapter 11 process. The
reorganization has been a very positive step for RBX, as it has
allowed the Company to address and resolve the majority of
issues related to its long-term debt and liquidity. The Company
now has a greater ability to increase investment in our business
and is better positioned for future growth."
Bernlohr continued, "We are committed to continuing to implement
operational initiatives to rationalize costs and maximize the
value of our assets to help ensure that we are operating as
efficiently as possible. The Chapter 11 filing, along with
ongoing restructuring efforts are allowing RBX to pursue new
business opportunities, expand its presence and become a more
viable competitor in the industry, as well as giving the Company
greater flexibility to respond to the continually evolving
market environment."
RBX expects the plan of reorganization to become effective once
exit financing is in place. The exit financing will be provided
by one or more financial institutions and will be used to
finance the Company's future operating needs.
RBX Corporation is the parent entity of Rubatex Corporation,
Groendyk Manufacturing Company Inc., Oletex Incorporated,
Midwest Rubber Custom Mixing Corp., and Hoover-Hanes Rubber
Custom Mixing Corporation.
RBX is North America's premier manufacturer of closed cell foam
and custom mixed rubber compounds. Based in Roanoke, Virginia,
the company has approximately 1,500 employees nationwide. For
more information on RBX Corporation, visit its website at
http://www.rbxcorp.com
SAFETY-KLEEN: Sells Consulting Business To Cameron-Cole, LLC
------------------------------------------------------------
Safety-Kleen Corporation, joined by the remaining debtors and
acting through Gregg M. Galardi of the Wilmington, Delaware firm
of Skadden, Arps, Slate, Meagher & Flom LLP, bring a Motion
seeking to Judge Walsh's authority for each of (i) Safety-Kleen
Consulting, Inc., and (ii) Safety-Kleen (Lone and Grassy
Mountain), Inc., to sell their respective interests in an
environmental consulting business to Cameron-Cole, LLC, acting
through Jerome C. Edwards, presently a Manager of Safety-Kleen
Services, or the successful bidder, free and clear of all liens,
claims and encumbrances, (2) to assume and assign to Cameron-
Cole certain executory contracts, leases, and licenses in
connection with that sale, and (3) authorizing Safety-Kleen
Services, Inc., to enter into an agreement for professional
environmental consulting services with Cameron-Cole. The Debtors
request that Judge Walsh expressly find that Cameron-Cole is a
"good faith purchaser" as that term is used in the Bankruptcy
Code, as it is made up of present employees of the Debtors. In
addition, the Debtors ask that Judge Walsh determine that the
sale is free and clear of any stamp, transfer, recording or
similar tax.
The Consulting Business
Union Pacific Environmental Services, a department of Union
Pacific Corporation, was founded in 1987. Following Union
Pacific Corp.'s acquisition of U. S. Pollution Control, Inc., in
1988, UPES was merged with USPCI. In 1995, USPCI was acquired by
Laidlaw Environmental Services, Inc. SK Consulting presently
owns the consulting business previously owned by LES.
As part of an unrelated transaction, LES acquired a consulting
business known as Viro Group Consulting. Following the 1998
merger of LES and the former Safety-Kleen Corp., USPCI's
consulting business was merged with Viro Group through a series
of corporate combinations. As a result of these combinations,
the combined USPCI/Viro Group consulting business today consists
of a profit center department within Grassy Mountain. Over the
years, key staff professionals within this consulting business
have developed in-depth understandings of the unique technical
consulting needs of Services' facilities and how to best
accommodate these needs. This in-house availability of
consulting services offered significant value to Services, in
contrast to comparable services available from third party
consultants who did not have similar experience with the unique
requirements of managing, operating and closing Services' highly
regulated facilities. The consulting business also manages much
of Services' technical regulatory data reporting and has
developed specialized systems to accomplish this function.
The Consulting Business Isn't Profitable
The Debtors tell Judge Walsh that, as part of their plan to
restructure their operations, they have begun to identify and
divest themselves of underperforming or non-core assets. Toward
that end, the Debtors have determined that the assets to be sold
under the Asset Purchase Agreement are not central to the
Debtors' hazardous waste and recycling business, and that
continued operation of the consulting business by the Sellers is
a money-losing, or at best, a barely break-even, proposition for
the Debtors. The Debtors have thus determined that the Asset
Purchase Agreement presents the Sellers with the opportunity to
divest themselves of these non-core and underperforming assets.
Further, entry into the Consulting Agreement will permit
Services to continue to receive, from the Buyer, the necessary
consulting and related services currently provided to Services
by the Sellers.
Services believes no other party can meet Services' need for
these consulting services as economically and efficiently sa
will the Buyer. The Buyer is a limited liability company whose
members include, and most of whose employees will be, current
managers and employees of the very consulting business whose
assets are being sold under the Asset Purchase Agreement. The
Buyer thus has substantial institutional knowledge of Services'
operations, and will be able to provide consulting services
under the Consulting Agreement efficiently and economically, at
rates that the Debtors believe to be less than the rates at
which third parties would be able to provide similar services.
The Debtors believe that the proposed sale of the assets will
enable them to capture a premium on their value -a premium that
could not be captured if the assets continued to be owned by the
Sellers. For example, certain companies have refused to conduct
business with the Sellers because of the Debtors' financial
difficulties. This has led to significant deterioration in the
value of the assets during the pendency of these chapter 11
cases. Further, since the Petition Date, nearly half of the top
managers in the consulting business have taken positions with
competitors or struck out on their own, in direct competition
with the Sellers.
Finally, the Debtors tell Judge Walsh they have reason to
believe that if the sale of the assets is not approved and
consummated, additional key personnel - who are gravely
concerned about their future prospects with the Sellers - will
seek alternative employment. Were these employees to leave, the
value of the assets would be further diminished. The consulting
business also needs new capital equipment to replace its current
older and obsolete equipment. Given their current financial
condition, the Sellers are unable to provide such equipment.
In sum, the Debtors' cost/benefit analyses of the consulting
business conclusively show that entry into the Asset Purchase
Agreement and the Consulting Agreement will be beneficial to the
Sellers and Services, as well as the other Debtors, their
creditors, estates and other parties in interest.
The Asset Purchase Agreement
Cameron-Cole is purchasing from the Debtors certain consulting
contracts, personal property, leases of real property and
software licenses, and other intangible assets, in connection
with the environmental consulting business.
Upon execution of the Asset Purchase Agreement, the Buyer will
deposit into escrow a deposit in the amount of $50,000.
The Purchase Price
As consideration for the assets, the Buyer will pay to the
Sellers up to $1,350,000, payable in the sum of $350,000 at
Closing, less the amount of the good faith deposit at the
Closing ($50,000), subject to certain adjustments and
prorations, and $1,000,000 on the third anniversary of the
Closing Date, subject to certain adjustments. The deferred
Payment will be evidenced by a secured, subordinated promissory
note bearing interest at the rate of 10% per annum, and payable
semi-annually, beginning on the six-month anniversary of the
Closing Date, and may be accelerated under certain specified
circumstances.
The amount of the Purchase Price to be paid at the closing will
be increased by the amount of all security deposits attributable
to the assigned leases.
Adjustments to Deferred Payment
Simultaneously with consummation of the sale of the assets, the
Buyer and Services will enter into the Consulting Agreement. If,
during the period commencing on the Closing Date and ending on
the Deferred Payment Date, Services, its subsidiaries,
affiliates, assigns and other entities have not incurred
aggregate expenses under the Consulting Agreement and all
referred entity agreements of $12,000,000 or more, including
amounts billed by the Buyer on account of services provided
by subcontractors, but not in excess of $4,200,000 in the
aggregate), the amount of the deferred payment to be paid to the
Sellers on the Deferred Payment Date will be reduced to an
amount equal to the product of (a) the actual aggregate incurred
expenses during such period, divided by $12,000,000, times (b)
$1,000,000 (subject to certain additional provisions and
restrictions).
At the Closing, the Buyer shall pay either (i) $700 for the use
of the Sellers' telephone system at the Sellers' Houston office,
for up to 45 days after closing, plus $4,500 to reimburse the
Sellers for the cost of dismantling and removing such system, or
(ii) $38,500 to purchase the system.
In connection with the Sellers' sale to the Buyers of the
Sellers' proprietary data collection and reporting software
system, the Sellers will retain a perpetual royalty free non-
assignable license to use such software to access data relating
to the Sellers and Services, and their respective affiliates. In
the event that Buyer shall at any time cease to use such
software, Buyer shall either (i) transfer the data to a
different system, or (ii) assign the system to Sellers without
the payment of any consideration. If the data is transferred to
a different system or systems, Sellers shall have a perpetual
royalty-free license to use that system or systems to access the
data.
The Buyer will provide adequate assurance of future performance
as required by the Bankruptcy Code as to all contracts and
leases to be assumed and assigned.
The Buyer will make an offer of employment to each of the
employees identified in a letter from the Buyer to the Sellers,
dated as of the Asset Purchase Agreement. Any of the Sellers'
employees hired by the Buyer will not incur liability to the
Sellers or Services under any pre-existing non-compete or
similar agreements.
In the event that the Sellers consummate a competing transaction
and subject to the approval of the Bankruptcy Court, the Sellers
will reimburse the Buyer for certain fees and expenses, not to
exceed $40,000, incurred in connection with the negotiation and
documentation of the Asset Purchase Agreement and the Consulting
Agreement.
Assumption of Liabilities
As of the Closing Date, the Buyer assumes all liabilities and
obligations with respect to, and arising out of, the ownership,
possession or use of the assets being sold, and all obligations
of the Sellers under the leases and contracts included in this
sale.
The Consulting Agreement
The Buyer is to render professional environmental sampling,
analysis, testing, characterization, assessment, remediation,
and engineering services, including, without limitation, site
and materials preparation, excavation, cleanup, monitoring
rehabilitation and packaging services, and undertake to perform
any and all obligations, duties, and responsibilities necessary
to the successful completion of the project assigned to or
undertaken by the Buyer under the contract documents, including
the furnishing of all labor, services, materials, equipment and
other incidentals.
The term of the Consulting Agreement will begin on the Closing
Date and terminate on the third anniversary thereof unless
terminated earlier by notice.
The Consulting Agreement is an on-call contract. As such,
Services may, from time to time and in its sole discretion,
issue a Work Order Release describing the work that Services
wishes the Buyer to perform, the site and the estimated
compensation to be paid for performing such work. If the Buyer
wishes to accept such work, the parties will prepare and execute
a Scope of Work describing in detail such work to be performed,
which shall form a part of and be incorporated into, the work
order release. If the Buyer does not wish to accept such work,
it will notify Services promptly in writing.
The consideration to be paid for any work will be set forth I
the related Work Order Release. During the first year of he
Consulting Agreement, the rates for all work performed by the
Buyer will be the rates as:
Except that all AFE Work shall be performed at 90% of such
rates. These rates will be subject to adjustments based on the
Consumer Price Index during the second and third years of the
consulting Agreement. The Buyer's out-of-pocket expense,
including subcontracted work, will be reimbursed at the rate of
110%, except that subcontracted direct litigation support and
liability methods development will be reimbursed at 115% of the
actual cost to the Buyer of such subcontracted work, and any
work contracted directly by Services will be without markup.
In the Event Services delivered a Project Scope Change Order to
the Buyer, the determination of the amount of equitable
adjustment to the consideration to be paid to the Buyer under
the applicable Work Order Release shall be submitted for binding
arbitration if, within 45 days of the date Services furnishes
the Project Scope Change Order, the parties have failed to agree
on such amount. As long as Services' chapter 11 case is pending,
counsel for the Steering Committee of the Debtors' prepetition
lenders and counsel for the Creditors' Committee will be
entitled to receive notice of, be present at, and participate
in any such arbitration.
The Debtors will consider higher and better bids for the assets.
Any person or entity interested in submitting a higher and
better bid to purchase the assets must submit such bid,
accompanied by a $50,000 deposit. A qualifying competing offer
must be, among other things, (i) a minimum of $1,485,000 -
$135,000 higher than the purchase price at present, and (ii)
must propose a form of sale agreement or consulting agreement
whose terms are equal to or more satisfactory than that from
the Buyer. If the Debtors receive a timely higher offer, they
will conduct an auction at the office of Skadden, Arps in
Wilmington, Delaware. Bids will be made in increments of $25,000
until such time as the buyers have submitted their highest and
final bids. If no higher or better bids are received, the
Debtors will report the same to the Court and proceed with the
sale to the Buyer. If the Debtors receive one or more higher and
better bids, and conduct an auction sale of the assets, the
Debtors will notify the Court of the results of the auction and
request authorization to proceed with a sale to the successful
bidder. The Debtors ask that, in the event that the Seller and
any successful bidder are for any reason unable to consummate
the sale, the Seller be authorized, without further notice or a
hearing, to sell the assets to the bidder having submitted the
next highest or best offer.
The Debtors reserve the right to determine, in their sole
discretion, after consultation with the Creditors' Committee,
which offer, if any, is the highest or best offer, and to reject
any offer at any time prior to entry of an order of the Court
approving an offer, including any offer which the Debtors deem
to be inadequate or insufficient, or not in conformity with the
requirements of the Bankruptcy Code, the Bankruptcy Rules, or
the terms of this sale, or otherwise contrary to the best
interests of these estates and their creditors.
The proceeds of the sale will be applied in accordance with the
terms of the credit agreement governing the Debtors DIP
facility. The Debtors will record and account for such proceeds
on Systems' books and records, on a non-consolidated basis, so
that the proceeds may be readily traced, if necessary.
This sale, the Debtors tell Judge Walsh, is in their sound
business discretion. If the assets remain in the control of the
Seller, the consulting business would either lose money or break
even. However, under the sale the Debtors can extract value from
the assets by transferring them to a third party. Accordingly,
the Debtors believe that a prompt sale to the Buyer is the best
way to preserve the going- concern value of the assets and, as a
result, maximize that value for these estates and their
creditors. Entry into the Consulting Agreement will permit
Services to continue its operations without suffering disruption
as a result of a sale of the assets.
The Debtors believe that any delay will jeopardize Services'
ability to realize that value, which the Debtors describe as
fair and reasonable. The proposed sale has been negotiated in
good faith, the Debtors assure Judge Walsh.
Assumption and Assignment of Leases
The Debtors assert that, in their "sound business judgment", the
Sellers' assumption and assignment of leases connected with the
assets is in the best interests of their estates and creditors.
Assumption and assignment of the leases is inextricably linked
to entry into the Asset Purchase Agreement, and is necessary to
permit the Sellers to consummate the transactions contemplated
in this Motion. In addition, the Debtors do not believe there
are any significant defaults under such leases, and the Asset
Purchase Agreement requires that the Buyers pay up to $50,000 in
"cure" costs. In the event that the cure costs exceed $50,000,
the Buyer has the option of paying the additional costs or
terminating the Asset Purchase Agreement. There is therefore
little, if any, economic detriment to the Sellers associated
with assumption and assignment of the leases.
The leases and contracts to be assigned and assumed are not
disclosed as part of the public record.
Tax Relief
The Third Circuit Court of Appeals has held that sales which are
outside of, but which are in furtherance of, the effectuation of
a plan of reorganization may not be taxed under any law imposing
a stamp or similar tax. The Debtors are seeking approval of this
sale to, among other things, facilitate the formulation and
ultimate confirmation of a plan of reorganization that will
yield the highest possible return to the Debtors' creditors.
Therefore, the sale of the Elgin property is a necessary step
toward a reorganization plan, and accordingly should be exempt
from any stamp or similar tax.
Judge Walsh Grants the Motion
After consideration of the Debtors' arguments and evidence,
Judge Walsh finds that the Buyer is a "good faith" purchaser as
contemplated under the Bankruptcy Code, and approves the sale on
the conditions and for the terms stated in the Motion. (Safety-
Kleen Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 609/392-0900)
SAMES, S.A.: French Bankruptcy Court Sells Assets to Exel Ind.
--------------------------------------------------------------
Sames Corporation (Amex: SGT) announced that the assets of
Sames, S.A., its French subsidiary, were sold to Exel Industries
(Exel), a French industrial company.
On May 21, 2001, Sames, S.A. filed for bankruptcy under French
law. On June 29, 2001, the French bankruptcy court approved the
sale of the Sames, S.A. assets to Exel. Exel will pay 65 million
French francs for the assets, which include all intangible,
moveable and real estate assets of Sames, S.A., as well as its
existing inventory stock, in-process inventory and other
considerations, including any contracts to which Sames, S.A. is
a party other than contracts between Sames, S.A. and the
Company.
The Company believes that it is not likely that the sale of the
assets of Sames, S.A. will result in any cash distribution to
the Company.
The Company's other operating subsidiaries include Sames Japan
and Sames North America. Sames Japan is currently in the process
of restructuring, while Sames North America continues to
operate. The Company is continuing to evaluate restructuring
alternatives for both companies.
SCHWINN/GT: Files Chapter 11 Petition to Facilitate Sale
--------------------------------------------------------
Schwinn/GT Corp. has entered into a sale agreement with Huffy
Corporation (NYSE: HUF) for the purchase of its Cycling
Division. Schwinn/GT also announced it has commenced proceedings
under Chapter 11 of the U.S. Bankruptcy Code. This filing is
necessary to allow Schwinn/GT to complete the sale of the
cycling business. The Company filed its Chapter 11 petition in
the United States Bankruptcy Court for the District of Colorado
in Denver. In accordance with Section 363 of the Bankruptcy
Code, other companies will have an opportunity to submit bids
for the cycling division through a Court supervised competitive
bidding process. Consummation of the proposed transaction is
subject to, among other things, expiration of the statutory
Hart-Scott-Rodino Act waiting period applicable to acquisitions
in bankruptcy.
The Chapter 11 filing includes Schwinn Cycling & Fitness Inc.,
GT Bicycles, Inc., Riteway Distribution, Inc., Hebb Industries,
Inc. and certain other U. S. affiliates. The Company's
subsidiaries in Switzerland, France and Japan are not included
in the filing.
Under the terms of the current sale agreement, Huffy will pay in
excess of $60 million subject to adjustment to acquire
substantially all of the assets of Schwinn/GT's Cycling
Division.
The Company has reached an agreement, subject to Court approval,
with a group of its existing lenders led by Comerica Bank to
provide up to $30 million in debtor-in-possession (DIP)
financing. The funding will be used to maintain normal business
operations in the Fitness Division and to ensure the orderly
sale of the cycling business to Huffy.
Don Graber, Chairman, President and CEO of Huffy Corporation,
said, "An opportunity such as this comes along only rarely. The
Schwinn(R) brand is one of the most widely recognized brand
names in the world and together with GT(R) and other brands
would strengthen our existing brand portfolio. The Schwinn and
GT brands are ideal candidates for multi-channel distribution,
capitalizing on Huffy's marketing and brand management
expertise."
Jeff Sinclair, Schwinn's Chief Executive Officer, stated, "With
the sale of the Cycling Division well on its way, we are now
turning our attention to the Fitness Division. Operations at
Fitness are continuing without interruption. Although it will
take a little time to return the Fitness Division to business as
usual, we expect to make substantial progress in the coming
weeks.
"With the priority status provided under the Bankruptcy Code for
goods and services that are delivered after the filing, we
anticipate the continued support of our vendors to meet the
product needs of our fitness customers," Mr. Sinclair added.
Mr. Sinclair also noted that since the Company's operations in
Switzerland, France and Japan are not included in the Chapter 11
filing, it will be "business as usual for these entities. Our
overseas subsidiaries are financially independent from our
domestic operations and are continuing to operate without
interruption."
In anticipation of the Cycling Division sale, the Company
announced it will downsize its Cycling Division workforce. The
Company will deliver letters to 300 Cycling Division employees
to fulfill any obligations the Company may have under the
Workers Adjustment and Retraining Notification Act. "I am
mindful of the impact these actions will have on our cycling
employees and we will make every reasonable effort to make this
as smooth a transition for them as possible. I recognize the
many contributions our employees have made to the Company over
the years and regret the loss of employment that may be
associated with this transaction," Mr. Sinclair said.
SCHWINN/GT CORP.: Chapter 11 Case Summary
-----------------------------------------
Lead Debtor: Schwinn/GT Corp
aka Schwinn Holdings Corporation
1690 38th St.
Boulder, CO 80301
Debtor affiliates filing separate chapter 11 petitions:
Schwinn Cycling and Fitness, Inc.
GT Bicycles, Inc
Hebb Industries, Inc.
Riteway Charles Rock Rd. Distribution, Inc.
GT BMX, Inc.
Chapter 11 Petition Date: July 16, 2001
Court: District of Colorado
Judge: Sidney B. Brooks
Bankruptcy Case Nos.: 01-20292 through 01-20297
Debtors' Counsel: John F. Young, Esq.
1700 Lincoln St.
Ste. 3550
Denver, CO 80203
303-830-0800
SERVICE MERCHANDISE: RMP Moves To Allow Post-Petition Claim
-----------------------------------------------------------
Ronus Meyerland Plaza has filed a Motion to Allow Post-Petition
Administrative Priority Claim and to Require Payment of such
claim in the amount of $80,080.85 for post-petition charges
under a lease relating to Service Merchandise Company, Inc. the
Debtors' store at Ronus Meyerland Plaza.
Ronus tells the Court it is the owner of the lease dated June
21, 1994 by and between Anchises Venture Corporation and HJ
Wilson Company, Inc. The post-petition charges claimed include
post-petition taxes and annual adjustments to the common area
maintenance charges. The amount of $80,080.85 is part of the
Proof of Claim filed by Ronus in on May 23, 2000, amended on May
29, 2000. The other part relate to pre-petition claim in the
amount of $80,583.45 plus other allowable costs and expenses due
as of the date of petition.
Ronus complains that the Debtors have still not paid the Post-
Petition Claim. In this motion, Ronus requests that its post-
petition claim in the amount of $80,080.85 be allowed as an
administrative priority claim pursuant to 11 U.S.C. section
507(a)(1) and 11 U.S.C. section 503(b)(1)(A). Ronus also
requests that the Court order the Debtors to immediately pay the
post-petition claim. (Service Merchandise Bankruptcy News, Issue
No. 18; Bankruptcy Creditors' Service, Inc., 609/392-0900)
STERLING CHEMICALS: Files Chapter 11 Petition in S.D. Texas
-----------------------------------------------------------
Sterling Chemicals Holdings, Inc. (OTC Bulletin Board: STXX) and
Sterling Chemicals, Inc. announced that, in order to facilitate
a financial restructuring, they and most of their U.S.
subsidiaries have filed voluntary petitions for reorganization
under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy
Court for the Southern District of Texas. The entities included
in the Chapter 11 filings own and operate the Company's
manufacturing facilities in Texas City, Texas, Pace, Florida and
Valdosta, Georgia. The Company's foreign subsidiaries, including
those in Canada, Australia and Barbados, are not included in and
will not be affected by the Chapter 11 filings.
The Chapter 11 filings were driven by the Company's inability to
meet its funded debt obligations over the long term, largely
brought about by higher raw material and energy costs and by
weak demand for petrochemicals caused by the recent declines in
worldwide general economic conditions. The Chapter 11 filings
will allow the Company to access additional working capital and
significantly reduce its overall debt, while continuing to
operate its business in the ordinary course and in compliance
with its long-standing commitment to the health and safety of
its employees and the communities in which it operates.
Frank P. Diassi, Sterling's Chairman of the Board, said, "We
initiated the Chapter 11 process as a first step in creating a
new and improved Sterling. Our operations will continue without
interruption and we will continue to meet our commitments to
employees and customers. Moreover, our high standards for
environmental, health and safety performance will not be
compromised in any respect."
David G. Elkins, President of Sterling, said, "With help from
our professional advisors, we conducted a thorough and careful
review of all our available options and concluded that a
reorganization under Chapter 11 is the best way for us to
significantly enhance the financial and competitive strength of
the Company. We expect to emerge from this reorganization with a
much improved and viable capital structure that will allow us to
maximize the value of our assets and position the Company for
future profits and growth. The Chapter 11 process provides a
legal framework that allows us to put our financial house in
order without disrupting our day-to-day business operations or
our on-going dealing with employees, suppliers and customers."
The Company emphasized that the reorganization process will have
minimal impact on day-to-day business operations, which will
continue as usual and without interruption. Vendors will be paid
for all goods and services provided after filing, and
transactions that occur in the ordinary course of business will
continue as before. No plant closures or employee layoffs are
expected as a result of the filings. Employees will be paid
their normal wages, and benefit programs will continue
uninterrupted. Employee interests in Sterling's pension plans
and savings investment plan are held in trust and protected by
law.
As the Company's Canadian subsidiaries are not included in the
Chapter 11 filings, all of their creditors, including vendors,
will be paid their claims in the ordinary course of business,
irrespective of whether the claims arose prior to or after the
Chapter 11 filings. The Canadian subsidiaries own and operate
the Company's Canadian pulp chemicals manufacturing facilities
in Grande Prairie, Alberta; Saskatoon, Saskatchewan; Thunder
Bay, Ontario; Vancouver, British Columbia; Buckingham, Quebec
and headquarters in Toronto, Ontario. They will also continue to
pay, in the ordinary course of business, all wages, benefits and
other employee obligations.
Mr. Diassi added, "Sterling remains committed to providing the
highest quality products and services that our customers and
strategic partners have come to expect. With continuing support
from our valued employees and our suppliers and vendors, we will
carry on our daily operations without interruption and in the
safest environment possible for all concerned. We have a leading
market position in each of our four primary products, and our
petrochemicals and pulp chemicals facilities are among the most
cost competitive and safest facilities in North America. Our
objective is to create a new capital structure that will support
the Company during prolonged cyclical downturns as well as fund
the Company's future growth. Some of our competitors may try to
capitalize on today's announcement, but we want to reassure all
our customers and suppliers that Sterling's world class
operations will continue."
The Company expects to commence discussions with representatives
of holders of its various debt securities in pursuit of a
consensus on an overall financial restructuring.
Based in Houston, Texas, Sterling Chemicals Holdings, Inc. is a
holding company that, through its operating subsidiaries,
manufactures petrochemicals, acrylic fibers and pulp chemicals,
and provides large-scale chlorine dioxide generators to the pulp
and paper industry. Sterling has a petrochemicals plant in Texas
City, Texas; an acrylic fibers plant in Santa Rosa County,
Florida; and pulp chemical plants in Grande Prairie, Alberta;
Saskatoon, Saskatchewan; Thunder Bay, Ontario; Vancouver,
British Columbia; Buckingham, Quebec and Valdosta, Georgia.
STERLING CHEMICALS: CIT-Led Group Extends Up to $195MM DIP Loan
---------------------------------------------------------------
Sterling Chemicals Holdings, Inc. (OTC Bulletin Board: STXX) has
received commitments for up to $195 million in debtor-in-
possession (DIP) financing from a group of lenders led by The
CIT Group/Business Credit, Inc. The DIP financing will be used
to repay the Company's existing revolvers and fund the Company's
post-petition operating expenses, as well as supplier and
employee obligations throughout the reorganization process.
Under the DIP financing, $155 million will be immediately
available subject to customary funding conditions and bankruptcy
court approval. Availability of the remaining $40 million under
the DIP financing is subject to certain other conditions.
In addition, Sterling announced that its principal Canadian
subsidiary, Sterling Pulp Chemicals, Ltd., has received
commitments from a syndicate of lenders led by CIT Business
Credit Canada, Inc. for the Canadian dollar equivalent of a US
$30 million credit facility. The initial advance under this
facility, approximately US $20 million, will be indirectly paid
to Sterling to discharge a portion of an inter-company debt of
the Canadian subsidiary. The remainder of the credit facility,
approximately US $10 million, will be available to the Canadian
subsidiary for its own general corporate purposes, including
providing capital for its previously announced new sodium
chlorate plant to be built in Australia.
Paul G. Vanderhoven, Sterling's Chief Financial Officer, said,
"The DIP financing, together with the $20 million of additional
liquidity to be funded by the Canadian financing, will give us
an opportunity to develop an improved capital structure as well
as fund operations during the restructuring process, including
paying for goods and services going forward."
USG CORPORATION: Moves To Satisfy Prepetition Mechanics' Liens
--------------------------------------------------------------
During USG Corporation's construction projects, general
contractors are retained, who may in turn hire subcontractors.
If the Debtors haven't paid for repair, installation,
construction or like services, the contractor or subcontractor
who performed the services may, under state law, be entitled to
a lien against the personal or real property that was the focus
of those services, whether or not the property is still under
the Mechanic's control or possession, to secure payment of the
prepetition amount owed to the Mechanic.
Mechanics' Lien Charges could disrupt the Debtors' ongoing
construction projects. Also, failure to pay these charges could
result in the contractor or subcontractor failing to complete
the work necessary to finish a project. If the Debtor must find
an alternative contractor to finish a project, construction and
repair costs will increase, especially if the previous work was
partially paid for. Any new contractor facing an unfamiliar
project will inevitably need to duplicate some of the work of
the prior contractor.
Production lines and other facilities could face equipment
breakdowns and new production processes could be delayed while
the search for replacement contractors is underway. This would
affect delivery timetables and damage customer relations. The
impact would hamper the successful reorganization of the
Debtors' businesses.
For these reasons, the Debtors' seek authority to pay undisputed
amounts, at their discretion, owed by the Debtors on account of
outstanding Mechanics' Lien Charges and discharge the liens, if
any, the Mechanics may have on the Debtors' property. The
Debtors will not pay any Mechanics' Lien Charge unless the
Mechanic has perfected or, in the Debtors' judgment , is able to
perfect a valid, unavoidable lien to secure the Mechanics' Liens
Charges. It is unlikely that any of the Mechanics' Lien Claims
will exceed the value of any property they hold and, therefore,
like the Freight Carriers and the Warehouses, the Mechanics are
likely secured creditors. Payment of the Mechanics' Lien Charges
will give the Mechanics that to which they are entitled under a
plan of reorganization. The Debtors will save interest costs as
well. (USG Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)
WARNACO GROUP: Selling Benton Lot To Raymours Furniture
-------------------------------------------------------
The Warnaco Group and its debtor-affiliates ask Judge Bohanon
for authority to sell its real property located at 184 Benton
Street in Stratford, Connecticut to Raymours Furniture Company
for $4,800,000 free and clear of all liens, claims and
encumbrances.
Kelley A. Cornish, Esq.., at Sidley Austin Brown & Wood, in New
York, explains that the property consists of a building with a
gross area of approximately 154,000 square feet. It is located
on approximately 9.8 acres of land. The building is being used
primarily as a warehouse facility, but it also contains some
office space. Until very recently, Ms. Cornish notes, the
property has been utilized for the distribution of apparel,
primarily women's intimate apparel. The Debtors decided to sell
the property after determining it is unnecessary since its
distribution operations could be consolidated with similar
operations at their Duncansville, Pennsylvania facility. The
Debtors vacated the property in late June 2001 except for some
5,000 square feet of space that is still occupied by their
research and development personnel.
According to Ms. Cornish, the proposed purchase price of
$4,800,000 is still subject to any higher and better bids.
By this motion, the Debtors also seek the Court's order:
(a) Authorizing and scheduling an auction to be conducted
at their counsel's office, located at 875 Third Avenue, 11th
Floor, New York, New York, on July 25, 2001 at 2:00 p.m. At the
auction, the Debtors will solicit higher and better bids for the
property;
(b) Establishing the Overbidding Procedures governing such
auction, and
(c) Approving a termination fee in the event Raymours is
not the successful bidder at the auction.
The Debtors ask Judge Bohanon's permission to pay their real
estate broker, Insignia/ESG Inc., of their commission out of the
sale proceeds. After the highest and best bidder is identified,
the Debtors also want the Court to schedule a hearing on July
26, 2001 at 11:00 to finally approve the sale.
Although the sale was planned before the filing of these chapter
11 cases, Ms. Cornish argues, the sale of the property should be
exempted from any transfer tax, stamp tax, or other similar tax,
pursuant to section 105(a) and 1146(c) of the Bankruptcy Code.
Ms. Cornish relates that the Debtors and Raymours entered into a
Purchase and Sale Agreement last June 28, 2001. Raymours
deposited $100,000 with the Debtor's local real estate counsel,
Day, Berry & Howard LLP, which is acting as escrow agent for the
transaction. If Raymours still prevails as the highest bidder in
the auction, Raymours will turn over the rest of the money to
the Debtors at the closing of the sale.
To ensure that they obtain the maximum value for their property,
the Debtors request the Court to the proposed Auction
procedures:
(a) Any bidder desiring to submit a bid for the property
shall deliver such bid in the form of a signed letter bid, to
counsel for the Debtors, Sidley Austin Brown & Wood, 875 Third
Avenue in New York, New York 10022, telecopier number (212) 906-
2021, Attn: Elizabeth R. McColm, Esq., with copies to:
(i) counsel to the Debt Coordinators for the Debtors'
Pre-Petition Lenders, Sherman & Sterling, 599
Lexington Avenue, New York, New York 10022,
telecopier number (212) 848-7179, Attn: Marc
Hankin, Esq.;
(ii) counsel to the agent for the Debtors' Post-
Petition lenders, Weil, Gotshal & Manges LLP, 767
Fifth Avenue, New York, New York 10153, telecopier
number (212) 310-8007, Attn: Brian Rosen, Esq.;
(iii) counsel to the Official Committee of Unsecured
Creditors, Otterbourg, Steindler, Houston &
Rosen, P.C., 230 Park Avenue, New York, New York
10169-0075, telecopier number (212) 682-6104,
Attn: Brett Miller, Esq.;
(iv) counsel to Raymours Furniture Company, Inc.,
Scolaro, Shulman, Cohen, Lawler & Burstein, P.C.,
90 Presidential Plaza, Syracuse, New York 13202-
2200, telecopier number (315) 425-3659, Attn:
Barry M. Shulman, Esq.;
(v) Raymours Furniture Company, Inc., P.O. Box 220,
7248 Morgan Road, Liverpool, New York 13088,
telecopier number (315) 453-2570, Attn: General
Counsel; and
(vi) the Escrow Agent, Day, Berry & Howard LLP, One
Canterbury Green, Stamford, Connecticut 06901,
telecopier number (203) 977-7301, Attn: Jerome
Berkman, Esq.,
The bid should be actually received by the counsel for the
Debtors and by each other party indicated above by no later than
5:00 p.m. Eastern Daylight Time on July 23, 2001.
(b) Any bid shall be irrevocable under the conclusion of
the auction, and shall:
(i) include such prospective bidder's certified
financial statements for the preceding two years;
(ii) be accompanied by a good faith deposit in the
amount of $100,000 in cash, or certified or
cashier's check payable to "Day, Berry & Howard
LLP, as Escrow Agent", which earnest money deposit
shall be subject to the jurisdiction of the
Bankruptcy Court, shall (if cash) be maintained by
the Escrow Agent in a segregated interest-bearing
account, and shall
1) be delivered by the Escrow Agent to Warnaco
Inc. in the event the bidder submits the
accepted offer, which is approved as the
accepted offer by the Bankruptcy Court, but
fails to consummate the purchase as a result
of such bidder's breach of the terms and
conditions of such bidder's bid as confirmed
as the accepted offer, or
2) be returned to such bidder as soon as
practicable after the conclusion of the
auction in the event the bid is not the
accepted offer, or is not approved by the
Bankruptcy Court; and
(iii) not be contingent on any due diligence, or
satisfaction of any other condition precedent
(including, without limitation, the obtaining of
financing), which has not been completed or
satisfied prior to the conclusion of the auction.
(c) Upon receipt of any bid that satisfies, the Debtors in
their discretion may communicate with such bidder(s) before the
auction, and such alternative bidder(s) shall provide to the
Debtors on the next business day after the Debtors' request
therefor any information reasonably requested by the Debtors in
connection with the Debtors' evaluation of such qualifying
offer(s).
(d) Upon receipt of one or more qualifying offers and upon
approval of the auction procures by the Court (pursuant to the
Preliminary Order), the auction shall be held at the offices of
the Debtors' counsel, Sidley Austin Brown & Wood, 875 Third
Avenue, 11th Floor, New York, New York 10022, on July 25, 2001,
commencing at 2:00 p.m. If no Qualifying Offers are received,
then Raymours may be confirmed as the highest and best bidder
for the property in accordance with the sale agreement, and the
Debtors shall request that the $4,800,000 offer by Raymours be
confirmed as the highest and best offer and approved by the
Court at final hearing to be held on July 26, 2001 at 11:00 a.m.
(e) The opening bid at the auction shall be deemed to be
the bid by Raymours, and containing the identical terms and
conditions upon which Raymours has agreed to purchase the
property pursuant to the sale agreement, including without
limitation, the initial purchase price of $4,800,000, which
opening bid shall be accepted by Warnaco Inc.
(f) The First Bid following the Opening Bid, if any, shall
be at least $200,000 greater than the opening bid for any bid
which otherwise contains the identical terms and conditions as
are contained in the sale agreement, and all subsequent overbids
shall be in increments of $50,000.
(g) If a bid is made following the opening bid, which
contains terms and conditions substantially differing from those
contained in the sale agreement and Warnaco Inc. in good faith
deems such differing bid to be a better bid than the terms and
conditions contained in the sale agreement, Warnaco Inc. shall
not accept such differing bid unless Raymours shall be provided
the opportunity to match at the auction, the terms and
conditions contained in such differing bid. If so matched by
Raymours, the differing bid by Raymours shall be accepted by
Warnaco Inc.(subject to the Bankruptcy Court's entry of an order
upon the conclusion of the auction confirming and approving the
sale to Raymours in accordance with such differing bid).
(h) If for any reason Raymours is not the successful bidder
at the auction, the preliminary order shall provide that
Raymours shall be entitled to receive from Warnaco Inc., an
amount equal to 1% of the purchase price of the property to be
paid by the successful bidder to compensate Raymours for the
fees, costs, and expenses it incurred in connection with the
sale agreement and the contemplated acquisition of the property.
If there are no higher or better offers at the end of the
auction, the Debtors request that the Court enter a final order
confirming and approving the sale to Raymours.
If a differing bid is accepted, whether from a third party or
from Raymours, the Debtors request Judge Bohanon to set forth
the terms and conditions of the differing bid in the final
order, then confirm and approve the sale of the property to the
successful bidder.
Ms. Cornish says the final order shall also approve the accepted
offer and authorize the Debtors and the Escrow Agent to proceed
to consummate the sale to the successful bidder in accordance
with the accepted offer.
The Debtors plan to ask the successful bidder for sufficient
time to relocate their research and development personnel from
the property. About 30 days after the consummation of the sale
would be enough, Ms. Cornish tells Judge Bohanon.. Ms. Cornish
also assures the Court that the Debtors will pay rent to the
successful bidder for their brief stay on the property. If
Raymours is the winning bidder, Ms. Cornish says, the Debtors
have already agreed to pay $2,5000 for the anticipated 30-day
rental period pursuant to the proposed short-term lease
agreement. The Debtors also request the Court to approve the
proposed short-term lease agreement then authorize them to
execute and enter into the lease agreement, if Raymours is
confirmed as the successful bidder. (Warnaco Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)
WEBVAN GROUP: Chapter 11 Case Summary
-------------------------------------
Lead Debtor: Webvan Group, Inc.
310 Lakeside Drive
Foster City, CA 94404
Debtor affiliates filing separate chapter 11 petitions:
Webvan Operations, Inc., A Delaware Corporation
Webvan Bay Area, A California Corporation
Homegrocer.com, Inc., A Washington Corporation
Chapter 11 Petition Date: July 13, 2001
Court: District of Delaware
Bankruptcy Case Nos.: 01-02404 through 01-02407
Debtors' Counsel: Laura Davis Jones, Esq.
Pachulski, Stang, Ziehl, et al
PO Box 8705
Wilmington, Delaware
(302)652-4100
WEINER'S STORES: Ozer Group Wins Bid To Liquidate 94 Stores
-----------------------------------------------------------
On Friday, July 13th, the U.S. Bankruptcy Court in Delaware
approved the selection of The Ozer Group to initiate going out
of business sales in Weiner's Stores Inc.'s final 94 stores. In
a hotly contested auction, The Ozer Group outbid a consortium of
several other companies to win the project. After Friday's court
approval, representatives of The Ozer Group spent the weekend
hanging signs and preparing the 94 stores and merchandise for
immediate liquidation.
The closing stores, which had been preparing for back-to-school
season prior to the decision to close, are now packed with
merchandise. As part of the liquidation sale, discounts of 25-
50% off have just been implemented on all merchandise, which
includes casual clothing, sportswear, footwear, school uniforms,
jewelry, and housewares. Weiner's has long been known for its
low prices on family-oriented clothing that includes brands such
as Wrangler, Bugle Boy, Converse, Nike, Adidas, Levis, Hanes,
BVD, Fruit of the Loom, Reebok and more. The liquidation
discounts, on top of these already low prices, make it likely
that the merchandise and these sales will not last long.
Mark Stein, President of The Ozer Group, notes that "while it is
sad to see the end of what is truly a piece of Americana, the
short term benefit in this case is really for the consumers.
These stores are packed with high quality merchandise, and since
these are the final Weiner's stores, everything in every store
must be sold, even if it's at very steep discounts."
Isidore Weiner founded the company in Houston in 1926. The
company grew to 158 stores at its high point in 1994 and had
since been whittled back to the current 94 stores. Having been
plagued by long-standing financial troubles, the recent soft
retail environment, heavy competition and flood damage from
Tropical Storm Allison were enough to push Weiner's beyond the
point of recovery.
Based in Needham, Mass., The Ozer Group is one of the country's
leading retail consulting, business evaluation and asset
disposition firms. Ozer is quick, flexible and creative in
offering solutions to retailers of all sizes throughout North
America and Europe. In addition to helping companies maximize
realization for their assets, Ozer manages human resources
issues, real estate relationships and other critical areas that
are affected when companies undergo change. Ozer's management
and partners are retailers who have managed thousands of stores
and billions of dollars in inventory. To learn more about The
Ozer Group, visit http://www.ozer.com
WHEELING-PITTSBURGH: Selling Pittsburgh-Canfield Corp. Assets
-------------------------------------------------------------
Pittsburgh-Canfield Corporation ask Judge Bodoh to approve
bidding procedures in connection with a proposed sale by PCC of
substantially all of its assets under a Purchase Agreement
between WHX Corporation, PCC Acquisition Co., Inc., a wholly
owned subsidiary of WHX, and PCC, for the sum of $15,000,000 and
the assumption of certain liabilities. The Debtor further asks
Judge Bodoh to approve the terms of the Asset Purchase
Agreement, if another party is the successful bidder, to
authorize and approve the sale of acquired assets to WHX, or to
another party making a higher and better offer, free and clear
of all liens, claims, encumbrances, and interests, other than
permitted encumbrances as defined in the DIP Facility, to
determine that the sale is exempt from any stamp, transfer,
recordation or similar taxes, and to authorize the assumption
and assignment of agreements included within the definition of
acquired assets in the Asset Purchase Agreement.
PCC is a manufacturer of a selection of specialty
electrogalvanized steel products, produced at its facility in
Canfield, Ohio. The facility also supplies other special
products and services, including coil coating, slitting, and
escalated slit coils. The facility has a capacity of 65,000 tons
a year.
The Debtors remind Judge Bodoh that he has previously approved
the settlement of inter-company disputes. The settlement and
release agreement in that connection contemplates and provides
for a purchase agreement under which WHX and its designee will
(x) purchase specified assets of PCC for an aggregate price of
$15 million, plus the assumption of specified trade payables of
PCC, subject to such bidding procedures as may be established by
the Court, and (y) provide the Debtors with the right to
repurchase the assets of PCC for a price equal to the price paid
by WHX or its designee for such assets.
Under the terms of the settlement and release agreement, and the
settlement Order, if the sale of PCC's assets to WHX or its
designee is not consummated within a specified time period,
certain tax sharing agreements between WPC, WPSC and WHX, which
were terminated under the Settlement and Release Agreement and
Order, will be deemed automatically reinstated, unless this
Court has failed to authorize the sale of such assets to WHX or
its designee, or another party, or such assets are sold to
another party under a higher and better offer.
Since the Petition Date, the Debtors have explored strategic
opportunities, including the potential sale of the Debtor's
assets in whole or in parts. The Debtors, with the assistance of
PricewaterhouseCoopers Securities, LLC, solicited bids for the
sale of the Debtors' businesses, including PCC. The Debtors'
efforts to market and sell PCC's assets via a formal marketing
process included the circulation of an information memorandum on
the Debtors' businesses to potential buyers - both strategic and
financial in nature - that PwCS believed might have an interest,
and the financial ability, to purchase the Debtors' businesses,
including PCC's assets. PwCS contacted 56 such potential buyers,
of whom 27 signed confidentiality agreements. This process
resulted in two preliminary non-binding offers that involved the
sale of PCC's assets. One offer was for PCC's assets alone for
$5 million in cash. The other offer, which was later withdrawn,
was for all the businesses of the Debtors for $135 million
in cash. On may 31k, 2001, PwCS contacted 35 potential buyers -
some of whom had signed confidentiality agreements previously -
in connection with this Motion and the sale of PCC's assets.
The Purchase Agreement
Purchase Price. The purchase price for the acquired assets
will be $15 million in cash plus assumption of certain
liabilities.
Acquired Assets. All properties, rights and assets, real,
personal and mixed, whether tangible or intangible, owed by PCC,
or in which PCC has any interest, and the business and good will
of PCC as a going concern, including PCC's business, trade and
other accounts, notes and drafts receivable, including unbilled
receivables, fee interests leaseholds, leasehold improvements,
easements, appurtenances, and other interests in realty;
buildings, factories, warehouses, offices and other realty
improvements; machinery and equipment, including without
limitation test equipment and fully depreciated equipment;
tools, dies, molds and other tooling, including any rights
in respect of tools, dies, molds and other tolling in the
possession of others; supplies on hand; inventories of raw
materials, work-in-process, finished goods, spare parts,
replacement and component parts; all rights in respect of
government and other customer furnished materials, machinery,
equipment, tools and tooling; food and fuel on hand; motor
vehicles; transportation, packing and delivery equipment and
supplies; office equipment and supplies; medical, safety and
health supplies; furniture and furnishings; indemnity, fidelity
and contract bonds issued by third parties in favor of PCC's
business; causes of action, suits, judgments, claims and demands
of any nature; computer programs and software; research,
engineering and technical designs, specifications, drawings,
blueprints, data, processes, procedures, know-how, research and
development files, laboratory books and informational customer
and vendor lists; trademarks, trade names (including without
limitation any rights in the name "Pittsburgh-Canfield" or any
derivative thereof) and all other intellectual property,
including all registrations, applications and related rights,
and all rights to sue for past infringement; beneficial and
other inters in any partnership, association, joint venture or
other business arrangements of any kind used to operate the
business; restrictive covenants of present and former officers,
directors and employees (to the extent such covenants may be
transferred to Purchaser under applicable law); advance
payments, prepaid items and expense, rights of offset and
credits of all kinds; packaging material and sales literature,
advertising materials, catalogs, price lists, mailing lists,
photographs, production data, sale and promotional materials and
records, purchasing materials and records and media materials
and plates; bids and sales and service proposals, including any
rights to revoke or withdraw the same; purchase orders and
purchase commitments; utility and sundry deposits, customer
orders and customer contracts; master service or supply
contracts; all other leases, contracts and other agreements made
on behalf of PCC in respect of the business or which inure to
the benefit of PCC; all rights and entitlements in respect of
the business; franchises, approvals, permits, licenses, orders,
registrations, certificates, variances and similar rights from
governments or governmental agencies; insurance policies (except
that nothing will obligate PCC to pay for or maintain any
insurance coverage with respect to any acquired asset or any
director, officer or employee of the Purchaser or any assets of
Purchaser) and all assets generated in the business between the
date of the Asset Purchase Agreement and the closing date.
Excluded Assets. The following are not transferred: (i)
rights or interests in or with respect to assets associated with
Employee Benefits Plans, other than the CBA; (ii) the corporate
charter, qualifications to conduct business as a foreign
corporation, arrangements with registered agents relating to
foreign qualifications, taxpayer and other identification
numbers, seals, minute books, stock transfer books, blank stock
certificates and other documents relating to the organization,
maintenance and existence of PCC as a corporation; (iii) the
general ledger of PCC, provided that a copy of the general
ledger will be provided to the Purchaser at closing; (iv) the
consideration payable to PCC under this Agreement; (v) all cash,
cash equivalents, and cash reserves of PCC or that are held on
PCC's behalf; (vi) any assets or properties, which if
transferred to Purchaser would require Purchaser to assume any
liability, obligation, cost or expense of PCC in connection
therewith that is not an assumed liability; and (vii) any
intercompany receivables of PCC, or intercompany obligations
owing to PCC.
Assumed Liabilities. Debts, costs, expenses, liabilities
and obligations of PCC consisting of (i) trade payables
identified on the Payables List; (ii) accrued payroll and
vacation wages for all employees of the business; (iii) union
dues; (iv) liabilities relating to a collective bargaining
agreement between PCC and the United Steel Workers; and (v)
payments under leases or property assigned to the Purchaser.
Liens. The acquired assets are to be transferred free and
clear of all encumbrances, other than Permitted Encumbrances.
Trade names. At the closing of the Purchase Agreement, PCC
will transfer to the Purchaser the exclusive right to the use of
the corporate name and all trade names of PCC and all variations
thereof and combinations embodying the words included therein.
Within 5 days of the closing date, PCC will adopt a new
corporate name which shall not contain the word "Canfield" in
any form which could be subject to confusion with the present
name of PCC or any of such trade names of PCC.
Repurchase Right. At any time on or before the first
anniversary of the closing dare, PCC may elect to purchase from
WHX for the Purchase Price, and WHX shall thereupon sell to PCC,
all of the assets of the Purchaser that are of the same type as
the acquired assets and are used in the business and the
assumption of liabilities of Purchaser that are of the same type
as the assumed liabilities and that relate to the business.
Supply Contract. WHX or the Purchaser will execute an
agreement providing for the purchase of steel products from WPSC
in substantially the same form and substance as the agreement
governing the purchase of steel products by Wheeling-Nisshim
from the Debtors.
Employees. Under the CBA, the Purchaser will offer
employment, as of the Closing Date, to all employees of PCC
covered by such agreement and will maintain and continue the
terms and conditions of employment specified and required under
such agreement and applicable law.
No Bid Protections. Although the sale is subject to higher
and better offers, WHX and the Purchaser will not benefit from a
break-up fee, expense reimbursement, or other bid protections.
Assumption and Assignment of Contracts
The Debtors seek authority to assume and assign all agreements,
leases, licenses and contracts to which PCC is a party, or by
which it or its assets are bound, that relate to its business
and which are included within the definition of acquired assets,
to the Purchaser or the successful bidder, and to pay any cure
amounts due under these assigned agreements.
As soon as practicable after the Court's entry of a bid
procedures Order, the debtors will serve on each party to any
assignment agreement a cure notice of (i) the Debtors' intent to
assume and assign that party's agreement, and (ii) the cure
amount necessary to assume and assign each of the assigned
agreements, and provide the contracting parties with a n
opportunity to object to such cure amount. If no objection is
timely received, the cure amount shall be fixed at the amount
set out in the cure notice, notwithstanding anything to the
contrary in any of the assigned agreements or other documents,
and the non-debtor party to each of the assigned agreements will
be forever barred from asserting any other claim arising prior
to the assignment against the Debtors or Purchaser or the
successful bidder as to such assigned agreements.
Bidding Procedures
WHX does not request a break-up fee or other compensation in
connection with the Purchase Agreement.
To ensure that the Debtors obtain the highest and best price for
PCC's assets, Judge Bodoh approved a set of procedures that
allows the current offer to be tested in the marketplace.
The Debtors are soliciting higher and better offers that meet
certain requirements. All bids must be submitted to PCC in care
of the Debtors' counsel, Debevoise & Plimpton, with a copy to
PwCS, by a date three days prior to a hearing on approval of
this sale. All bids will consist of a letter from a person who
the Board of Directors of PCC has determined, in the exercise of
its fiduciary duty, is financially able to consummate the
purchase of the assets of PCC, stating that (i) such qualified
bidder offers to purchase the assets of PCC upon the terms and
conditions set out in the Purchase Agreement, marked to show
those amendments and modifications that such qualified bidder
proposes, and (ii) such qualified bidder is prepared to enter
into and consummate the transaction within not more than 10 days
after approval by the Court of the sale Order, subject to
receipt of any governmental or regulatory approvals, and (iii)
such qualified bidder's offer is irrevocable until the closing
of a purchase of PCC's assets. In addition, all bids must be
substantially on the same or better terms and conditions as
those set out in the Purchase Agreement, and must be accompanied
by satisfactory evidence of committed financing or other ability
to perform. With respect to each bid, PCC will determine, in he
good faith opinion of the Board of Directors of PCC after
consultation with the independent financial advisor of PCC, that
such bid is not materially more burdensome or conditional than
the terms of the Purchase Agreement, and has a value greater
than or equal to the sum of (x) the value as reasonably
determined by the independent financial advisor of PCC, of the
WHX offer, plus (y) in the case of the initial qualified bid,
$250,000, and in the case of any subsequent bids, $250,000 over
the preceding qualified bid.
The Competitive Sale
If the Directors receive at least one timely qualified bid, then
the Debtors will conduct a competitive sale of PCC's assets on
the date that is one business day before the date scheduled by
the court for the sale hearing. Only the Purchaser, WHX, the
Debtors, representatives of the Creditors' Committees, and the
DIP Lenders, and any qualified bidders who have timely submitted
qualified bids shall be entitled to attend the competitive sale,
and only the Purchaser and qualified bidders will be entitled to
make any additional qualified bids at the competitive sale. At
the sale bidding will begin initially with the highest qualified
bid and subsequently continue in minimum increments of at least
$250,000 higher than the previous bid. The competitive sale will
continue until such time as the highest and best offer is
determined. PCC may announce at the competitive sale additional
procedures rules that are reasonable under the circumstances
(for example, the amount of time allotted to make subsequent
overbids) for conducting the competitive sale, so long as such
rules are not inconsistent with the bid procedures order. After
the competitive sale has been concluded, no further bids will be
entertained.
At least one business day before the competitive sale, PCC will
give the Purchaser and all other qualified bidders a copy of the
highest and best qualified bid received, and copies of all other
qualified bids. In addition, PCC will inform the Purchaser and
each qualified bidder who has expressed its intent to
participate in the competitive sale of the identity of all
qualified bidders that may participate in the competitive sale.
Following the competitive sale, the Debtors will seek approval
of the Court of the highest and best offer submitted for PCC's
assets.
The Debtors will be deemed to accept a bid only when the bid has
been approved by the Court at the sale hearing. Upon failure to
consummate the sale of PCC's assets because of a breach or
failure on the part of the successful bidder, the Debtors may
select in their business judgment the next highest or otherwise
best qualified bid to be the successful bid without further
order of the Court. The Debtors may determine, in their business
judgment, which qualified bid is the highest or otherwise best
offer, and reject at any time before entry of an order of the
Court approving a qualified bid, any bid that, in the Debtors'
sole discretion, is inadequate or insufficient, not in
conformity with the requirements of the Bankruptcy Code or the
bid procedures Order, or contrary to the best interests of the
Debtors, their estates and their creditors.
Exemption from Taxes
The Debtors argue that the sale should be exempt from stamp and
similar taxes as it forwards and is connected with the
presentation of a plan of reorganization. (Wheeling-Pittsburgh
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service,
Inc., 609/392-0900)
WINSTAR COMM.: Opposes AT&T Broadband's Motion For Stay Relief
--------------------------------------------------------------
Contrary to AT&T Broadband's claim that they never received the
shipment of 16 radios worth $800,000, Winstar Communications,
Inc. asserts they have evidence to prove that the radios were
delivered to a third party shipper last March 30, 2001 for
shipment to a warehouse facility designated by AT&T.
M. Blake Cleary, Esq., at Young Conaway Stargatt & Taylor, in
Wilmington, Delaware, submits to the Court a bill of lading
issued by Superior Transportation Services, Inc. Mr. Cleary
relates that the shipping company delivered the radios on or
about April 2, 2001 to the warehouse facility in Virginia, AT&T
had designated. But 18 days later (two days after the Petition
Date), Mr. Cleary says, AT&T sent a letter to the Debtors
indicating that they changed their minds and they won't buy the
radios after all.
The Debtors ask Judge Farnan to deny AT&T's motion for relief
from the automatic stay. Mr. Cleary argues that AT&T failed to
establish that "cause" exists to justify modifying the automatic
stay. Besides, Mr. Cleary says, the issue is not about modifying
the automatic stay to validate the cancellation of the purchase
order. The real issue, according to Mr. Cleary, is whether
cancellation would be effective if even if the automatic stay
were to be lifted. Mr. Cleary contends that AT&T had no ability
to cancel the purchase order because the Debtors had already
completed its obligation to deliver the radios to a warehouse
designated by AT&T. The purchase order also states that the sale
of the goods is to be "FOB Shipping Point" irrespective of
whether the radios were delivered to the location specified by
AT&T, Mr. Cleary adds. This means, Mr. Cleary explains, the
delivery of the radios to the shipping company was sufficient to
transfer title from Winstar to AT&T, and AT&T no longer had the
right to cancel the purchase order. (Winstar Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service, Inc., 609/392-0900)
* Meetings, Conferences and Seminars
------------------------------------
July 17-20, 2001
INSOL International
6th World Congress
London, England
Contact: tina@insol.ision.co.uk or
http://www.insol2001.com
July 19, 2001
International Women's Insolvency and Restructuring
Confederation (IWIRC)
Latest Events in Chapter 11 Practice
The Princeton Club, New York, NY
Contact: 212-481-4369
July 25, 2001
Practising Law Institute (PLI)
How to Handle Consumer Bankruptcy Cases:
A Practical Step-by-Step Guide
Practising Law Institute (PLI), 810 Seventh Avenue,
New York, New York
Contact: 1-800-260-4PLI or http://www.pli.edu
July 26-28, 2001
ALI-ABA
Chapter 11 Business Reorganizations
Hotel Loretto, Santa Fe, New Mexico
Contact: 1-800-CLE-NEWS or http://www.ali-aba.org
August 1-4, 2001
American Bankruptcy Institute
Southeast Bankruptcy Conference
The Ritz-Carlton, Amelia Island, Florida
Contact: 1-703-739-0800 or http://www.abiworld.org
August 10-11, 2001
Association of Insolvency and Restructuring Advisors
Distressed M&A Conference
Ocean Place Conference Resort, Long Branch, New Jersey
Contact: aira@airacira.org
September 6-9, 2001
American Bankruptcy Institute
Southwest Bankruptcy Conference
The Four Seasons Hotel, Las Vegas, Nevada
Contact: 1-703-739-0800 or http://www.abiworld.org
September 7-11, 2001
National Association of Bankruptcy Trustees
Annual Conference
Sanibel Harbor Resort, Ft. Myers, Florida
Contact: 1-800-445-8629 or http://www.nabt.com
September 10-11, 2001
RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
Fourth Annual Conference on Corporate Reorganizations
The Knickerbocker Hotel, Chicago, IL
Contact 1-903-592-5169 or ram@ballistic.com
September 13-14, 2001
ALI-ABA
Corporate Mergers and Acquisitions
Washington Monarch, Washington, D. C.
Contact: 1-800-CLE-NEWS or http://www.ali-aba.org
September 14-15, 2001
American Bankruptcy Institute
ABI/Georgetown Program "Views from the Bench"
Georgetown University Law Center, Washington, D.C.
Contact: 1-703-739-0800 or http://www.abiworld.org
October 3-6, 2001
American Bankruptcy Institute
Litigation Skills Symposium
Emory University School of Law, Atlanta, Georgia
Contact: 1-703-739-0800 or http://www.abiworld.org
October 12-16, 2001
TURNAROUND MANAGEMENT ASSOCIATION
2001 Annual Conference
The Breakers, Palm Beach, FL
Contact: 312-822-9700 or info@turnaround.org
October 16-17, 2001
International Women's Insolvency and Restructuring
Confederation (IWIRC)
Annual Fall Conference
Somewhere in Orlando, Florida
Contact: 703-449-1316 or
http://www.inetresults.com/iwirc
October 28 - November 2, 2001
IBA Business Law International Conference
Including Insolvency and Creditors Rights Sessions
Cancun, Mexico
Contact: +44 (0) 20 7629 1206
http://www.ibanet.org/cancun
November 26-27, 2001
RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
Seventh Annual Conference on Distressed Investing
The Plaza Hotel, New York City
Contact 1-903-592-5169 or ram@ballistic.com
November 29-December 1, 2001
American Bankruptcy Institute
Winter Leadership Conference
La Costa Resort & Spa, Carlsbad, California
Contact: 1-703-739-0800 or http://www.abiworld.org
January 31 - February 2, 2002
American Bankruptcy Institute
Rocky Mountain Bankruptcy Conference
Westin Tabor Center, Denver, Colorado
Contact: 1-703-739-0800 or http://www.abiworld.org
January 11-16, 2002
Law Education Institute, Inc
National CLE Conference(R) - Bankruptcy Law
Steamboat Grand Resort, Steamboat Springs, Colorado
Contact: 1-800-926-5895 or
http://www.lawedinstitute.com
February 28-March 1, 2002
ALI-ABA
Corporate Mergers and Acquisitions
Renaissance Stanford Court, San Francisco, California
Contact: 1-800-CLE-NEWS or http://www.ali-aba.org
March 3-6, 2002 (tentative)
NORTON INSTITUTES ON BANKRUPTCY LAW
Norton Bankruptcy Litigation Institute I
Park City Marriott Hotel, Park City, Utah
Contact: 770-535-7722 or Nortoninst@aol.com
March 15, 2002 (Tentative)
American Bankruptcy Institute
Bankruptcy Battleground West
Century Plaza Hotel, Los Angeles, California
Contact: 1-703-739-0800 or http://www.abiworld.org
March 20-23, 2002
TURNAROUND MANAGEMENT ASSOCIATION
Spring Meeting
Sheraton El Conquistador Resort & Country Club
Tucson, Arizona
Contact: 312-822-9700 or info@turnaround.org
April 10-13, 2002 (tentative)
NORTON INSTITUTES ON BANKRUPTCY LAW
Norton Bankruptcy Litigation Institute II
Flamingo Hilton, Las Vegas, Nevada
Contact: 770-535-7722 or Nortoninst@aol.com
April 18-21, 2002
American Bankruptcy Institute
Annual Spring Meeting
J.W. Marriott, Washington, D.C.
Contact: 1-703-739-0800 or http://www.abiworld.org
May 13, 2002 (Tentative)
American Bankruptcy Institute
New York City Bankruptcy Conference
Association of the Bar of the City of New York
New York, New York
Contact: 1-703-739-0800 or http://www.abiworld.org
June 6-9, 2002
American Bankruptcy Institute
Central States Bankruptcy Workshop
Grand Traverse Resort, Traverse City, Michigan
Contact: 1-703-739-0800 or http://www.abiworld.org
June 27-30, 2002
NORTON INSTITUTES ON BANKRUPTCY LAW
Western Mountains, Advanced Bankruptcy Law
Jackson Lake Lodge, Jackson Hole, Wyoming
Contact: 770-535-7722 or Nortoninst@aol.com
June __, 2002
American Bankruptcy Institute
Delaware Bankruptcy Conference
Hotel Dupont, Wilmington, Delaware
Contact: 1-703-739-0800 or http://www.abiworld.org
October 9-11, 2002
INSOL International
Annual Regional Conference
Beijing, China
Contact: tina@insol.ision.co.uk or
http://www.insol.org
October 24-28, 2002
TURNAROUND MANAGEMENT ASSOCIATION
Annual Conference
The Broadmoor, Colorado Springs, Colorado
Contact: 312-822-9700 or info@turnaround.org
December 5-8, 2002
American Bankruptcy Institute
Winter Leadership Conference
The Westin, La Plaoma, Tucson, Arizona
Contact: 1-703-739-0800 or http://www.abiworld.org
April 10-13, 2003
American Bankruptcy Institute
Annual Spring Meeting
Grand Hyatt, Washington, D.C.
Contact: 1-703-739-0800 or http://www.abiworld.org
December 5-8, 2003
American Bankruptcy Institute
Winter Leadership Conference
La Quinta, La Quinta, California
Contact: 1-703-739-0800 or http://www.abiworld.org
April 15-18, 2004
American Bankruptcy Institute
Annual Spring Meeting
J.W. Marriott, Washington, D.C.
Contact: 1-703-739-0800 or http://www.abiworld.org
The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via
e-mail to conferences@bankrupt.com are encouraged.
*********
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 are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.
*********
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 USA, and Beard
Group, Inc., Washington, DC USA. Debra Brennan, Yvonne L.
Metzler, Bernadette de Roda, Aileen Quijano and Peter A.
Chapman, Editors.
Copyright 2001. 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 6 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 ***