/raid1/www/Hosts/bankrupt/TCR_Public/020313.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, March 13, 2002, Vol. 6, No. 51
Headlines
AIR CANADA: Recalls Laid-Off Staff as Load Improves for Summer
AMERICAN COMM'L: Enters Confidentiality Pact with Noteholders
ARCH WIRELESS: Dec. 31 Balance Sheet Upside-Down by $1.6 Billion
AVISTA CORP: Feeble Financial Profile Spurs S&P's Low-B Ratings
BRIDGE INFO: Settles Asia Pacific Units' Intercompany Balances
CNC: S&P Junks Class B and C P-T Certificates Series 1994-1
CWMBS INC: Fitch Concerned About High Losses and Delinquencies
CARIBBEAN PETROLEUM: Intends to Maintain Cash Management System
CHATTEM INC: S&P Affirms B+ Rating After Purchase Announcement
CLASSIC VACATION: Shareholders OK Asset Sale & Liquidation Plan
CONSECO FINANCE: S&P Affirms B- Series Certificate Ratings
CONSECO FINANCE: S&P Affirms B- Credit Rating
COVANTA ENERGY: Expects to Secure Further Bank Waivers by Friday
DIALPAD COMMS: Completes Asset Sale to Dialpad Acquisition Corp.
DOBSON COMMUNICATIONS: S&P May Junk Rtngs On Bank Loan Concerns
ENRON CORPORATION: Committee Taps Ernst & Young as Accountants
ETHYL CORPORATION: Floyd Gottwald Discloses 7.68% Equity Stake
EXODUS COMMS: Asks Court for Exemption from Filing SEC Reports
FEDERAL-MOGUL: Future Claimants Taps Resolutions as Consultants
FRUIT OF THE LOOM: Court Extends Solicitation Period to April 30
GENERAL DATACOMM: Wants to Recoup $1MM from Ahead Communications
GENESEE CORP: January Net Assets In Liquidation Tops $37.5 Mill.
GLOBAL CROSSING: Excell Agent Wants Prompt Decision on Contract
GLOBAL CROSSING: US Congress' Committee Requesting for Documents
HAYES LEMMERZ: Court Okays Skadden Arps as Bankruptcy Counsel
HAYES LEMMERZ: Completes Wheland Assets Purchase for $4.1MM
HEAFNER TIRE: Amends & Extends Tender Offer for 10% Senior Notes
ICH CORPORATION: Signs-Up Keen Realty as Real Estate Consultants
ICH CORPORATION: Fails to Comply with AMEX Listing Requirements
IT GROUP: Proposes Streamlined De Minimis Asset Sale Procedures
IMPSAT FIBER: Creditors Agree to Reduce Indebtedness by 70%
INSPIRE INSURANCE: Requests Voluntary Delisting from Nasdaq
INTEGRATED HEALTH: Seeks Approval of Replacement DIP Facility
INT'L FIBERCOM: Taps Mark Roberts as Chief Restructuring Officer
KMC TELECOM: Needs New Funding to Make $100MM Loan Prepayments
KAISER ALUMINUM: Signs-Up Richards Layton as Local Co-Counsel
KMART CORPORATION: Taps Abacus to Assist in Inventory Valuation
LAIDLAW INC: Pushing for Second Extension of Exclusive Periods
LASER MORTGAGE: Lloyd I. Miller III Discloses 5.2% Equity Stake
LERNOUT & HAUSPIE: Settles All Baker-Related Litigation & Claims
LIBERTY OIL: Taps Jennings Capital to Seek Restructuring Offers
MEMC ELECTRONIC: No Date Yet for Special Shareholders' Meeting
MCLEODUSA: Committee Hires Chanin Capital for Financial Advice
MOTIENT CORPORATION: E.D. Va. Court Okays Disclosure Statement
MUTUAL RISK: Ross Financial Discloses 5.5336% Equity Stake
PACIFIC GAS: Overview of Second Amended Plan of Reorganization
PHASE2MEDIA: Court Extends Plan Filing Exclusivity to March 26
PHYCOR INC: Obtains Court Approval to Engage KPMG as Auditors
PINNACLE HOLDINGS: May Not Make Payment on Conv. Notes on Friday
POLAROID CORP: Wants Lease Decision Period Extended to Sept. 11
PSINET: Proposes Allocation of Proceeds from Canadian Asset Sale
RESORTS INT'L: S&P Assigns B Rating to Proposed $175MM Notes
RITE AID: Will Issue $150MM Sr. Notes to Class Action Plaintiffs
SAFETY-KLEEN: Receives Open-Ended Extension of Removal Period
SAFETY-KLEEN: Court Okays Chemical Asset Sale Bidding Procedures
SCHUFF INT'L: Weak Financial Profile Spurs S&P to Revise Outlook
SENIOR HOUSING: Fourth Quarter Revenues Triples to $74 Million
SIMON TRANSPORTATION: Taps Morgan Keegan to Assist in Asset Sale
TECSTAR INC: US Trustee Appoints Unsecured Creditors' Committee
USG CORPORATION: Lease Decision Period Stretched to August 30
VECTOUR: Selling Golden Touch Assets to Affiliate for $3.25MM
WILLIAMS COMMS: Exercises Asset Defeasance Purchase Option
XO COMMS: Rejects Noteholders' Proposed Restructuring Terms
ZENITH INDUSTRIAL: Case Summary & 20 Largest Unsecured Creditors
ZIFF DAVIS: Wooing Bank Lenders to Extend Forbearance Period
* Meetings, Conferences and Seminars
*********
AIR CANADA: Recalls Laid-Off Staff as Load Improves for Summer
--------------------------------------------------------------
Air Canada flew 2.9 per cent more revenue passenger miles in
February 2002 than in February 2001, according to preliminary
traffic figures. Capacity declined by 6.1 per cent, resulting in
a load factor of 76.8 per cent, compared to 70.1per cent in
February 2001; an improvement of 6.7 percentage points.
Air Canada's February system load factor as well as its
improvement over 2001 is the highest February figure in the
company's history and is the highest reported by any major North
American carrier for the month.
"Capacity management combined with positive traffic trends
produced these encouraging results," said Rob Peterson,
Executive Vice President and Chief Financial Officer. "Higher
load factors in addition to firming yields resulted in modest
year-over-year RASM improvements. While the first quarter this
year will result in an operating loss, as is historically the
case, we continue to anticipate a return to profitability in the
seasonally stronger quarters - the result of an improved revenue
environment and our relentless cost reduction efforts which must
continue if we are to achieve our goal of sustained
profitability."
"We are pleased to continue mitigating job losses by recalling
staff in response to a stronger than anticipated recovery in
traffic levels and with a focus on enhanced customer service
going forward. As operations ramp up in response to peak summer
travel demand, we will closely monitor staffing requirements in
all operational areas and recall staff accordingly," he said.
So far, Air Canada has recalled more than 100 airport employees
represented by the IAMAW. As a result of strong demand for third
arty maintenance work the carrier has also recalled Technical
Services employees from layoff status and is hiring additional
licensed and specialized mechanics. Due to anticipated growth in
traffic demand during the seasonally stronger quarters, the
carrier will continue to recall operational staff currently on
layoff status. Initially, 150 Air Canada flight attendants will
be recalled for duty beginning in April followed by additional
recalls as the airline ramps up operations in response to peak
summer travel demand. It is anticipated that all furloughed Air
Canada flight attendants will be recalled for the third quarter.
Former Canada 3000 flight attendants will be given priority
interview status for any temporary summer peak positions which
are offered.
* * *
As reported in the December 4, 2001, edition of Troubled Company
Reporter, Standard & Poor's downgraded its senior unsecured debt
rating for Air Canada to 'B' from 'B+', reflecting reduced asset
protection for unsecured creditors and application of revised
criteria for "notching" down of such debt ratings based on the
proportion of secured debt in a company's capital structure.
According to the report, the rating actions did not indicate a
changed estimate of default risk, but rather poorer prospects
for recovery on senior unsecured obligations if the affected
airline were to become insolvent.
AMERICAN COMM'L: Enters Confidentiality Pact with Noteholders
-------------------------------------------------------------
In connection with the negotiation of the proposed
recapitalization and financial restructuring of American
Commercial Lines LLC filed by ACL on March 1, 2002, certain
parties, including an informal committee of certain unaffiliated
holders of ACL's Series B 10-1/4% Senior Notes due June 2008
entered into confidentiality agreements pursuant to which they
were provided with certain non-public information. Under the
terms of the Confidentiality Agreements, the parties to these
agreements may require the Company to disclose non-public
information which may be deemed to be material and which was
furnished to them by the Company. The following information is
being disclosed pursuant to a request by the Ad Hoc Committee
under the Confidentiality Agreements:
o According to ACL's unaudited 2001 financial
results, ACL generated approximately $128 million of earnings
before interest, taxes, depreciation and amortization ("EBITDA,"
as that term is defined in the Credit Agreement dated June 30,
1998, as amended, between ACL, certain lenders and J.P. Morgan
Chase Bank (formerly, The Chase Manhattan Bank), and which can
be found in previous securities filings made by ACL).
Furthermore, ACL had cash on hand at year end of $47.3 million
and total debt, including capital leases, at year end of $698.4
million;
o According to a 2002 financial forecast, ACL
projected $116 million of EBITDA (as noted in ACL's periodic
reports with the Securities and Exchange Commission, ACL's
business is seasonal, and its quarterly revenues and profits
historically have been lower during the first and second fiscal
quarters of the year (January through June) and higher during
the third and fourth fiscal quarters (July through December) due
to the North American grain harvest). ACL also projected a 5%
increase in revenue year over year (which projection was based
upon assumptions, information and data available in November
2001 and some of which may be out of date and/or have changed)
with revenue projections being based, in part, upon the
following information:
o When the projections were made, U.S. corn
exports were estimated by the U.S. Department of Agriculture to
be 2.05 billion bushels in the 2001-02 crop year, exceeding 1.95
billion bushels in 2000-01 and grain tariff rates were projected
to increase slightly over 2001 levels;
o Domestic coal freight volume is expected
to increase over 2001, driven by demand and stabilization of
supplies from large coal customers ;
o Industry covered barge supply is expected
to decrease compared to 2001 levels as barge retirements exceed
new construction, however, less severe weather and productivity
initiatives could lead to improved overall covered hopper barge
utilization rates;
o Demand for tank barge freight is expected
to rebound somewhat in 2002, consistent with ACL management's
assumption that the general U.S. economy will improve in 2002;
o In November 2001, the price of fuel used
to power ACL's fleet was expected to average $0.69 per gallon in
2002, based upon the assumption that there would be an $0.08
spread between fuel delivered to the vessels and the $0.61
Heating Oil, No. 2 Fuel Oil (New York Mercantile Exchange) price
existing in November 2001;
o Increase in total barge production by
ACL's marine construction subsidiary, Jeffboat LLC, by 20-40%
over 2001 levels, with overall labor hours expected to remain
relatively constant, and impacted by the following expectations:
o Increase in public covered hopper
barge sales;
o Decrease in sales of covered hopper
barges to Vessel Leasing LLC, an
affiliated company which acquires
barges from Jeffboat and leases
those barges to ACL;
o Decrease in 30,000 barrel tank
barge sales;
o Jeffboat's labor contract will expire in April
2002.
o Worst case, normalized and aggressive EBITDA
projections for 2002 were provided by ACL's management in
response to an inquiry from the Ad Hoc Committee for said
information, which projections provided general, preliminary
guidance for potential 2002 performance in the three requested
scenarios: (i) worst case EBITDA of $86 million (based on an
analysis of the lowest quarterly results by business unit since
1998), (ii) a normalized level of EBITDA of $125 million (which
excludes deferred maintenance expense, the effects of more
severe adverse weather conditions and the effects of the general
economic slowdown), and (iii) an aggressive projection of EBITDA
of $170 million (which relies upon broad, general and favorable
assumptions that ACL might achieve high fleet velocity combined
with an improved rate environment, as well as the exclusion of
all items in (ii) above);
o Preliminarily projections that first quarter 2002
EBITDA may increase between 50% and 100%, excluding fees and
expenses relating to the Recapitalization and assuming continued
favorable weather conditions, compared to the year ago quarterly
period; and
o A six week cash flow forecast which estimated and
anticipated that ACL's lowest projected cash reserves would
occur at the beginning of March 2002, which cash reserves ACL
management believes are more than adequate to maintain ACL's
liquidity and normal payment terms with vendors and suppliers
during the same period.
American Commercial Lines LLC is an integrated marine
transportation and service company operating approximately 5,100
barges and 200 towboats on the inland waterways of North and
South America. ACL transports more than 70 million tons of
freight annually. Additionally, ACL operates marine
construction, repair and service facilities and river terminals.
At September 28, 2001, the company reported a total
shareholders' equity deficit of $$165 million, and a working
capital deficit of $100 million.
ARCH WIRELESS: Dec. 31 Balance Sheet Upside-Down by $1.6 Billion
----------------------------------------------------------------
Arch Wireless, Inc. (OTC Bulletin Board: ARCHQ), one of the
leading two-way wireless messaging and mobile information
providers in the United States, announced consolidated Earnings
Before Interest, Taxes, Depreciation and Amortization (EBITDA)
of $56,794,000 for the fourth quarter ended December 31, 2001,
compared to $77,387,000 for the fourth quarter of 2000. EBITDA
for 2001 totaled $287,637,000 compared to $261,119,000 a year
earlier. EBITDA is a commonly used measure of financial
performance in the wireless industry.
Fourth quarter EBITDA of $56,794,000 included $49,517,000 from
one-way messaging, compared to $84,981,000 in the fourth quarter
of 2000, and $7,277,000 from two-way messaging, compared to
$7,594,000 of negative EBITDA in the year-earlier quarter. Arch
reported positive EBITDA from two-way messaging for the second
consecutive quarter. Net loss to common stockholders for the
fourth quarter was $190,732,000, compared to $165,399,000 in the
year-earlier quarter.
Consolidated net revenues for the fourth quarter totaled
$241,302,000, compared to $279,079,000 in the same quarter of
2000. Consolidated service revenues for the quarter were
$240,432,000, compared to $269,374,000 in the fourth quarter of
2000. Net revenues for 2001 increased to $1,121,213,000 from
$815,221,000 in 2000. Arch completed its merger with Paging
Network, Inc. on November 10, 2000.
Net revenues from one-way messaging declined during the quarter
to $213,205,000 from $270,739,000 in the year-earlier quarter.
Net revenues from two-way messaging increased during the fourth
quarter to $28,097,000 from $8,340,000 in the fourth quarter of
2000.
Net additions from two-way messaging totaled 5,000 units during
the quarter, bringing total two-way units in service at yearend
2001 to 334,000. Arch reported a net decline of 931,000 one-way
units for the quarter. At December 31, Arch had 8,500,000 total
units in service.
For the quarter ended December 31, 2001, Arch Wireless reported
a total shareholders' equity deficit of $1,656,911,000.
"Operating results continue to be impacted by an industry-wide
decline in demand for one-way messaging and paging services,"
said C. Edward Baker, Jr., chairman and chief executive officer.
"As a result, we have substantially reduced our operating costs
over the past year." Baker noted that growth of two-way units
slowed during the fourth quarter due to a weak economy and the
aftermath of September 11. "However," he added, "we expect
renewed growth of two-way units in the first quarter --
especially for wireless messaging, wireless e-mail and mobile
office solutions -- and look for enhanced growth opportunities
for our two-way services over time."
As previously announced, Arch Wireless, Inc. and its
subsidiaries filed Chapter 11 petitions with the U. S.
Bankruptcy Court for the District of Massachusetts (Western
Division) on December 6, 2001. Under the filing, the company
and its subsidiaries continue to operate their business in the
ordinary course as debtors in possession. Arch and its domestic
subsidiaries filed a Joint Plan of Reorganization with the court
on January 15, 2002 and filed the related Disclosure Statement
on January 18, 2002. On March 11, 2002, Arch and its domestic
subsidiaries filed a First Amended Joint Plan of Reorganization
and the related Disclosure Statement with the court.
Other company highlights:
-- In January, Arch Wireless:
-- Launched its wireless information server, Arch
Wireless(TM) Enterprise Soution (AWES), to corporate customers
nationwide. AWES connects the mobile professional to mission
critical data, providing real-time access to firewall- protected
files, e-mail, calendar functions and enterprise applications
regardless of the device used. For the corporation, AWES offers
high security, quick and simple installation and enhanced
productivity. Arch demonstrated the AWES product in February at
the Internet World Wireless East trade show in New York.
-- In November, Arch Wireless:
-- Announced, together with the MSN, the availability of a
wireless communication device featuring MSN Hotmail(TM) Web-
based e-mail service. The device, the Motorola Talkabout T900
2way, uses Arch's nationwide two-way network.
-- October, Arch Wireless:
-- Announced an agreement with Advantra International under
which Advantra will design low-cost ReFLEX(TM) Version 2.7
mobile radio modules for use in wireless devices. The new
modules will enable such devices as PDAs, PDA sleds and other
handheld and telemetry devices to operate on the upgraded
version of the ReFLEX wireless messaging protocol.
-- Announced the availability of a white paper that
underscores the advantages of ReFLEX networks over competitive
networks for wireless data communications. Authored by the Sag
Harbor Group, the white paper examines the future of mobile data
messaging and, specifically, the benefits of the ReFLEX
messaging protocol. The white paper, entitled "ReFLEX Rules!
The Role of Pervasive Low-Cost Networks and Devices in the
Future of Mobile Data Messaging," was commissioned by Arch and
is available in a PDF format at http://www.arch.com
Arch Wireless, Inc., headquartered in Westborough, Mass., is a
leading two-way wireless messaging and mobile information
company with operations throughout the United States. The
company offers a full range of wireless messaging and wireless
e-mail services, including mobile data solutions for the
enterprise, to business and retail customers nationwide. Arch
provides wireless services to customers in all 50 states, the
District of Columbia, Puerto Rico, Canada, Mexico and in the
Caribbean principally through its nationwide sales force, as
well as through resellers, retailers and other strategic
partners. Additional information on Arch Wireless is available
on the Internet at http://www.arch.com
DebtTraders reports that Arch Communications Inc.'s (with Arch
Wireless as underlying issuer) 13.750% bonds due 2008
(ARCH08USR1) are quoted at 0.25. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=ARCH08USR1
AVISTA CORP: Feeble Financial Profile Spurs S&P's Low-B Ratings
---------------------------------------------------------------
The 'BB+' ratings on Avista Corp., are based on the company's
average business position, characterized by low-cost,
hydroelectric generation, competitive rates, operating and
regulatory diversity in Washington and Idaho, an above-average
service area, and an improving regulatory environment. These
strengths are offset by a financial profile that is weak for the
rating and continuing involvement in riskier, nonregulated
ventures, mainly energy trading and marketing. Nonregulated
activities remain a focus for Avista, although at a reduced
level, eventually contributing to lower business risk. Avista
divested of its interest in its telecommunications affiliate in
early 2002, thereby stemming the funding requirements. During
2000 and 2001, the energy trading and marketing group provided
significant support to the company's consolidated financial
profile. However, the size of these operations is expected to
taper as the strategy shifts toward marketing activities around
its physical assets. Nonetheless, the trading and marketing
operations continue to contribute to increased business risk.
Avista serves 313,000 electric customers in eastern Washington
and northern Idaho, and 279,000 natural gas customers in
Washington, Idaho, Oregon, and California. As a result, the
company enjoys a measure of operating and regulatory
diversification. In general, the service territory demonstrates
slightly higher-than-average growth with total retail electric
customers in 2000 increasing by 1.1% over 1999 and natural gas
customers increasing by 3.3% over the same period. The bulk of
the retail customer base for electric and natural gas service is
residential, which provides some stability for revenues and cash
flow.
Standard & Poor's views the regulatory environment in Washington
as improving with regard to credit quality, while regulation in
Idaho is viewed as supportive of credit quality. In March 2002,
the Washington Utilities and Transportation Commission (WUTC)
approved a settlement between Avista and various parties that
will allow Avista to recover substantial power cost deferrals
incurred during 2000 and 2001. The power cost deferrals exceeded
$270 million as of Sept. 30, 2001, of which $199 million was
incurred in the state of Washington.
During an average water year, hydroelectric generation provides
more than one-half of Avista's electricity supplies. However,
during 2001 substantially worse-than-expected stream-flow
conditions exposed the company's substantial reliance on
hydroelectric generation, contributing to increased business
risk.
In an effort to address its weakened financial profile, Avista
has sold one half of its interest in the Coyote Springs 2 plant
in Oregon to Mirant Corp. and is also selling three combustion
turbine units. Furthermore, the company is paring down capital
expenditures, and is considering various financing alternatives
for some of its nonregulated ventures.
During 2001, Avista's total debt-to-total capital increased to
almost 60% from 52.8% at year-end 2000. Funds from operations
(FFO) to interest coverage and FFO to average total debt were
substantially below the levels necessary for the rating.
Standard & Poor's expects that Avista's financial profile will
begin to improve over the intermediate term, as a result of the
rate surcharge, the return to more normal hydroelectric
generation conditions, and a favorable response to the company's
general rate case filing.
Outlook
The negative outlook reflects Standard & Poor's opinion that
while the approval of the agreement by the WUTC will benefit
Avista's financial profile, the current financial profile is
very weak for the rating. Standard & Poor's believes that any
further rating action will depend on the WUTC's decision
regarding the pending rate case, the company's ability to
demonstrate that business risk is tapering and that the
financial profile can improve to levels commensurate with those
of the rating category.
BRIDGE INFO: Settles Asia Pacific Units' Intercompany Balances
--------------------------------------------------------------
Bridge Information Systems, Inc., and its debtor-affiliates seek
Court authority to settle certain intercompany balances owing by
certain foreign affiliates located in the Asia Pacific region.
David M. Unseth, Esq., at Bryan Cave, in St. Louis, Missouri,
relates that the businesses and assets of its Asia Pacific
affiliates have been sold to either Reuters or Moneyline.
"In order to finalize the wind-down of each of the Asia Pacific
affiliates, the Debtors intend to liquidate each of the Asia
Pacific Affiliates," Mr. Unseth explains. Mr. Unseth notes that
if the Asia Pacific affiliates are solvent at the time of their
respective liquidations, they may proceed with solvent
liquidation procedures. However, if the Asia Pacific affiliates
are deemed insolvent at the time of their liquidation, they will
be required to engage in insolvency proceedings. "Insolven[cy]
proceedings are lengthier and costlier than solvent liquidation
procedures," Mr. Unseth adds.
Mr. Unseth reports that there currently exist unpaid
intercompany balances owing by each of the Asia Pacific
affiliates to:
(i) one or more other Asia Pacific affiliates;
(ii) one or more other foreign affiliates of the Debtors; and
(iii) one or more of the Debtors.
"The current status of the Intercompany Balances makes each of
the Asia Pacific affiliates insolvent," Mr. Unseth advises.
Mr. Unseth tells the Court that PricewaterhouseCoopers was asked
by the Debtors to review the ability of the Asia Pacific
affiliates to proceed with solvent liquidation procedures.
Accordingly, PricewaterhouseCoopers advised the Debtors to
implement certain settlements.
Mr. Unseth outlines the proposed settlements:
1. Bridge Information Systems Australia Pty. Ltd.
Bridge Information Systems Australia Pty. Ltd. owes BIS
America Administration, Inc. approximately $2,100,000
which payable will be forgiven by BIS America
Administration, Inc.
2. Telerate Australia Pty. Ltd.
Telerate Australia Pty. Ltd. owes BIS America
Administration, Inc. approximately $5,800,000 which
payable is proposed to be forgiven by BIS America
Administration, Inc.
Telerate Australia Pty. Ltd. owes TLR Administration,
Inc. approximately $350,000, which payable is proposed
to be forgiven by TLR Administration, Inc.
3. Telerate Hong Kong Ltd.
Telerate Hong Kong Ltd. owes TI Administration, Inc.
approximately $10,600,000, which payable is proposed to
be converted into equity of Telerate Hong Kong Ltd.
Telerate Hong Kong Ltd. owes TLR Administration, Inc.
approximately $2,100,000 which payable is proposed to
be converted into equity of Telerate Hong Kong Ltd.
4. Telerate Asia Pacific (Hong Kong) Ltd.
Telerate Asia Pacific (Hong Kong) Ltd. owes BIS
Administration, Inc. approximately $16,500,000 which
payable is proposed to be converted into equity of
Telerate Asia Pacific (Hong Kong) Ltd.
Telerate Asia Pacific (Hong Kong) Ltd. owes TI
Administration, Inc. approximately $18,000,000, which
payable is proposed to be converted into equity of
Telerate Asia Pacific (Hong Kong) Ltd.
5. Bridge Information Systems (Singapore) Pte Ltd.
Bridge Information Systems (Singapore) Pte Ltd. owed BIS
Administration, Inc. approximately $4,000,000, which
payable is proposed to be converted into equity of
Bridge Information Systems (Singapore) Pte Ltd.
6. Telerate Singapore Pte Ltd.
Telerate Singapore Pte Ltd. owes TI Administration, Inc.
approximately $8,500,000, which payable is proposed to
be converted into equity of Telerate Singapore Pte Ltd.
Telerate Singapore Pte Ltd. owes TLR Administration,
Inc. approximately $1,200,000, which payable is proposed
to be converted into equity of Telerate Singapore Pte
Ltd.
7. Telerate Malaysia Sdn. Bhd.
Telerate Malaysia Sdn. Bhd. owes TI Administration, Inc.
approximately $250,000, which payable is proposed to be
converted into equity of Telerate Malaysia Sdn. Bhd.
8. Bridge Japan Inc.
Bridge Japan Inc. owes BIS Administration, Inc.
approximately $3,700,000, which payable is proposed to
be forgiven by BIS Administration, Inc.
Bridge Japan Inc. owes BIS America Administration, Inc.
approximately $220,000, which payable is proposed to be
forgiven by BIS America Administration, Inc.
9. Telerate Japan Inc.
Telerate Japan Inc. owes BIS Administration, Inc.
approximately $8,150,000, which payable is proposed to
be forgiven by BIS Administration, Inc.
10. Bridge Information Systems Singapore Pte Ltd. (Vietnam
Representative Office)
Bridge Information Systems Singapore Pte Ltd. (Vietnam
Regional Office) owes BIS America Administration, Inc.
approximately $10,000, which payable is proposed to be
forgiven by BIS America Administration, Inc.
11. Telerate Asia Pacific Singapore Pte Ltd. (Vietnam
Representative Office)
Telerate Asia Pacific Singapore Pte Ltd. (Vietnam
Representative Office) owes TLR Administration, Inc.
approximately $10,000, which payable is proposed to be
forgiven by TLR Administration, Inc.
12. Telerate Asia Pacific Singapore Pte Ltd. (India Branch)
Telerate Asia Pacific Singapore Pte Ltd. (India Branch)
owes TLR Administration, Inc. approximately $170,000,
which payable is proposed to be forgiven by TLR
Administration, Inc.
Mr. Unseth explains that because the Intercompany Settlements
contemplate either the capitalization or the forgiveness of the
Intercompany Balances, implementation would constitute a
settlement by and among the Asia Pacific affiliates and the
Debtors. "The Pre-Petition Lenders have reviewed the
Intercompany Settlements and support its approval by the Court,"
Mr. Unseth adds.
Therefore, the Debtors ask the Court to authorize them to
implement the proposed Intercompany Settlements. (Bridge
Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service,
Inc., 609/392-0900)
CNC: S&P Junks Class B and C P-T Certificates Series 1994-1
-----------------------------------------------------------
Standard & Poor's lowered its ratings on the class B and C
certificates of CNC Pass-Through Certificates Series 1994-1; the
ratings remain on CreditWatch with negative implications, where
they were placed on Jan. 18, 2002. At the same time, ratings
are affirmed on the class A-1, A-2, and A-3 certificates; the
ratings remain on CreditWatch with negative implications, where
they were placed on Jan. 18, 2002.
The affirmations reflect Kmart Corp.'s March 8, 2002
announcement with regard to the closure of 284 under-performing
stores. Three loans, with an aggregate balance of $11.6
million, are secured by Kmart properties slated for closure.
This is in addition to a previous lease rejection in January
2002 affecting a $5.6 million loan secured by a property
formerly operated as a Builders Square. Subsequent to the last
review (Jan. 23, 2002), the borrower requested that the servicer
accept a deed in lieu of foreclosure for the property.
According to the Feb. 25, 2002 servicer watchlist, Kmart has
requested a reduction in monthly rents at two additional
properties, which could affect two additional loans, with a
combined aggregate balance in the amount of $7.5 million (5.51%
of the pool balance).
The aggregate balance of the loans affected by lease rejections
represents 12.6% of the pool balance. Approximately 46% of the
loan pool, by balance, is exposed to Kmart. The ratings will
remain on CreditWatch until more information regarding the
impact of the store closings is available, and while Kmart
remains in bankruptcy.
Ratings Lowered
CNC Pass-Through Certificates Series 1994-1
Pass-thru certs series 1994-1
Class Rating
To From Credit
Enhancement
B CCC/Watch Neg B/Watch Neg 13%
C CCC-/Watch Neg CCC/Watch Neg 6%
Ratings Affirmed
CNC Pass-Through Certificates Series 1994-1
Pass-thru certs series 1994-1
Class Rating Credit Enhancement
A-1 BB+/Watch Neg 20%
A-2 BB+/Watch Neg 20%
A-3 BB+/Watch Neg 20%
CWMBS INC: Fitch Concerned About High Losses and Delinquencies
--------------------------------------------------------------
Fitch Ratings downgrades CWMBS (IndyMac) Inc.'s mortgage pass-
through certificates, series 1994-N:
-- Class B5 downgraded to 'D' from 'CCC';
-- Class B4 downgraded to 'B' from 'BB' and remains on
Rating Watch Negative.
These actions are taken due to the level of losses incurred and
the high delinquencies in relation to the applicable credit
support levels as of the January 25, 2002 distribution.
CARIBBEAN PETROLEUM: Intends to Maintain Cash Management System
---------------------------------------------------------------
Caribbean Petroleum L.P. and its debtor-affiliates, seeks to
continue using their existing bank accounts, consolidated cash
management system and business forms in the ordinary course of
business.
The Debtors say they will suffer substantial disruption in their
normal business operations if they are required to close
Prepetition Bank Accounts and open new bank accounts. Requiring
the Debtors to close and reopen accounts and create an entirely
new system for issuing checks and paying postpetition
obligations will create a considerable administrative burden.
Significant administrative expenses will also be incurred if the
Company is required to recreate this system for the postpetition
period and maintain the system separately, without the benefit
of the existing computer programs.
To avoid these burdens and expenses, Caribbean requests
authority to continue using its Prepetition bank Accounts under
existing account numbers.
Caribbean Petroleum L.P. distributes petroleum products and
owns/leases real property on which service stations selling
petroleum products are stored and sold to retail customers. The
Company filed for chapter 11 protection on December 17, 2001.
Michael Lastowski, Esq. and William Kevin Harrington, Esq. at
Duane, Morris & Heckscher LLP represent the Debtors in their
restructuring efforts.
CHATTEM INC: S&P Affirms B+ Rating After Purchase Announcement
--------------------------------------------------------------
Standard & Poor's affirmed its 'B+' rating for Chattanooga,
Tennessee-based Chattem Inc. on March 6, 2002.
The affirmation followed Chattem's announcement that it signed a
definitive agreement to buy medicated dandruff-shampoo brand
Selsun Blue from Abbott Laboratories Inc. for $75 million plus
inventories. Upon closing, which is expected during the second
quarter of fiscal 2002, the transaction will be financed with
$35 million cash and the remainder in debt. With 2001 sales of
$41 million, the acquisition of Selsun Blue provides a sizable
entrance for Chattem into the medicated hair care market, with
both prescription and over-the-counter (OTC) formulations.
The ratings reflect Chattem's weak financial profile and limited
financial flexibility upon closing of the transaction, partially
offset by its niche businesses in branded, over-the-counter
pharmaceuticals, toiletries, and dietary supplements. Chattem's
business position stabilized somewhat in fiscal 2001 (ended
November 30) following a very challenging 2000, which included
the sale of the Ban deodorant brand and recommendation by the
U.S. Food & Drug Administration that the use of
phenylpropanolamine (PPA), the active ingredient in the
company's Dexatrim product, be discontinued due to safety
concerns. Chattem stopped production of Dexatrim with PPA in
2000, and has nearly restored sales of a revised Dexatrim
product to historical levels.
Sales for fiscal 2001 were $198 million, down 22% from the prior
year largely due to the sale of Ban in September 2000, partially
offset by an increase in sales of other brands. The company's
EBITDA margin (adjusted for one-time charges) declined to 21.3%
in fiscal 2001 from 24.0% in fiscal 2000, as a result of higher
selling, general and administrative expenses, which were due to
increased bonus, pension, and insurance costs. However,
Chattem's credit protection measures showed improvement in
fiscal 2001 due to the significant reduction in debt and debt
servicing costs from the sale of Ban. Credit ratios were in line
with the rating with EBITDA interest coverage of 1.9 times and
debt to EBITDA of 4.8x, and are not expected to change
materially pro forma for the acquisition. Nevertheless,
Chattem's financial flexibility is reduced given the expected
use of existing sizable cash balances and increased borrowings
to finance the acquisition.
Outlook
Chattem will be challenged to grow its product lines in the very
competitive markets in which it operates. The ratings could be
lowered if credit protection measures are not maintained or the
company's financial flexibility is reduced further.
DebtTraders reports that Chattem Inc.'s 8.875% bonds due 2008
(CHTT08USR1) are trading between 95 and 97. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CHTT08USR1
for real-time bond pricing.
CLASSIC VACATION: Shareholders OK Asset Sale & Liquidation Plan
---------------------------------------------------------------
Classic Vacation Group, Inc. (AMEX: CLV), a value-added provider
of customized vacation products, announced that shareholders at
a special meeting approved a proposal to sell substantially all
of the assets and the liabilities of the company to Expedia,
Inc. (NASDAQ: EXPE) as well as a plan of complete liquidation
and dissolution of CLV.
The Classic Custom Vacation brand, one of the nation's leading
custom vacation product suppliers, will continue as a new
subsidiary of Expedia.
The sale of the Classic's assets to Expedia, which was approved
by the CLV board of directors, closed on March 9, effective
midnight. The sale to Expedia included substantially all of the
assets and liabilities of CLV's Classic Custom Vacations brand
for approximately $1 million in cash and the cancellation of
approximately $47 million of outstanding debt. Expedia's cash
payment was reduced from the earlier estimate of $5 million as
CLV retained approximately $4 million in cash originally
expected to be part of the transaction.
"We believe this is the best possible transaction for our
shareholders and for our customers, including travelers and
travel agents," said Ronald M. Letterman, chief executive
officer of Classic Vacation Group. "The Classic Vacation brand
has an excellent reputation in the travel community and through
its new affiliation with Expedia has the financial strength and
stability to continue as a major vacation provider to Hawaii,
the Caribbean and Mexico, major U.S. markets and European
destination. We will continue to sell our products primarily
through our travel agent network."
As a subsidiary of Expedia, the Classic Custom Vacations brand
will continue to operate from its headquarters in San Jose.
Letterman will remain with the company as president. Debbie A.
Lundquist, CLV executive vice president and chief financial
officer, will assume the role of chief operating officer for the
Classic Custom Vacations brand.
As part of the plan of complete liquidation of CLV, as approved
by the shareholders, CLV will merge into a liquidating trust at
the close of trading, March 21. At that time, CLV will delist
its stock from the American Stock Exchange and permanently cease
trading and de-register its shares with the Securities and
Exchange Commission. Shareholders will receive a pro rata
interest in the liquidating trust. March 21 also will be the
record date for the payments to shareholders totaling $0.26 per
share from affiliates of Three Cities Research, Inc. (TCR),
formerly the company's principal note holder, and Thayer Equity
Investors III, L.P. (Thayer), the company's principal
shareholder. Because the stock will cease trading at the close
of business on March 21, 2002, there will be no ex-dividend
date. The payment will be mailed to shareholders on or about
April 8, 2002.
CLV reiterated that, in addition to the $0.26 payments, it
expects that holders of the liquidating trust will receive a
liquidation distribution of between $0.11 and $0.25 per share.
The company noted that it expects the liquidation process and
subsequent payment to take at least six months and cautioned
that there can be no guarantees of a payment at this time.
CONSECO FINANCE: S&P Affirms B- Series Certificate Ratings
----------------------------------------------------------
Standard & Poor's affirmed its single-'B'-minus rating on
various series issued by Home Improvement Loan Trust, Home
Equity Loan Trust, Home Improvement & Home Equity Loan Trust,
Green Tree Financial Corp., Green Tree Recreational, Equipment &
Consumer Trust, Manufactured Housing Senior/Sub Pass Thru Trust,
Green Tree Financial Corp., and Conseco Finance Corp. and
removed them from CreditWatch negative, where they were placed
on December 11, 2001.
The CreditWatch removals and affirmations reflect the removal of
Conseco Finance Corp.'s (the guarantor) ratings from CreditWatch
negative on March 7, 2002. The revision in the CreditWatch
status reflects Conseco Finance Corp.'s and its parent's success
in raising a significant amount of cash through asset sales and
other measures to redeem at full face value all rated unsecured
debt of the finance company coming due this year.
The certificates ratings were originally placed on CreditWatch
negative after Conseco Finance Corp.'s ratings were placed on
CreditWatch Negative due to concerns that the finance unit would
be hard pressed to meet the 2002 maturities of several debt
issues rated by Standard and Poor's.
Each of the certificates has credit support from a limited
guarantee provided by Conseco Finance Corp. and from monthly
excess spread. Without the use of the limited guarantee, the
monthly excess spread may be insufficient to protect against
losses over the life of the transactions. The ratings for the
affected classes are dependent upon Conseco Finance Corp.'s
ability to provide payments under the limited guarantee.
Conseco Finance Corp. continues to face a number of challenges.
Even if the U.S. economy has already started to recover, the
negative effects of the recession, including higher
unemployment, are expected to linger. Therefore, asset quality
problems could actually increase during the short term,
complicating management's efforts to establish the company on a
more stable financial footing.
Ratings Affirmed And Removed From Creditwatch Negative
Home Improvement Loan Trust
Rating
Series Class To From
1994-BI B-2 B- B-/Watch Neg
1994-CI B-2 B- B-/Watch Neg
1994-D B-2 B- B-/Watch Neg
1995-A B B- B-/Watch Neg
1995-F B-2 B- B-/Watch Neg
1996-A B-2 B- B-/Watch Neg
1996-B (single class) B- B-/Watch Neg
1996-E (single class) B- B-/Watch Neg
1999-E B-2 B- B-/Watch Neg
Home Improvement & Home Equity Loan Trust
Rating
Series Class To From
1996-C HI: B-2 & HE:B-2 B- B-/Watch Neg
1996-D HI:B-2 & HE:B-2 B- B-/Watch Neg
1996-F HI:B-2 & HE:B-2 B- B-/Watch Neg
1997-A HI: B-2 & HE:B-2 B- B-/Watch Neg
1997-C HI B-2 & HE B-2 B- B-/Watch Neg
1997-D HI:B-2 & HE:B-2 B- B-/Watch Neg
1997-E HI: B-2 & HE:B-2 B- B-/Watch Neg
1998-B HI:B2 & HE:B2 B- B-/Watch Neg
Home Equity Loan Trust
Rating
Series Class To From
1997-B B-2 B- B-/Watch Neg
1998-C B-2 B- B-/Watch Neg
1999-C B-2 B- B-/Watch Neg
1999-D B-2 B- B-/Watch Neg
Green Tree Home Improvement & Home Equity Loan Trust
Rating
Series Class To From
1999-B B-2 B- B-/Watch Neg
Conseco Finance Home Loan Trust
Rating
Series Class To From
1999-F B-2 B- B-/Watch Neg
1999-G B-2 B- B-/Watch Neg
Conseco Finance Home Equity Loan Trust
Rating
Series Class To From
1999-H B-2 B- B-/Watch Neg
2000-A BV-2 B- B-/Watch Neg
2000-B BF-2 B- B-/Watch Neg
Green Tree Financial Corp. Manufactured Housing Trust
Rating
Series Class To From
1995-2 B-2 B- B-/Watch Neg
1995-3 B-2 B- B-/Watch Neg
1995-4 B-2 B- B-/Watch Neg
1995-5 B-2 B- B-/Watch Neg
1995-6 B-2 B- B-/Watch Neg
1995-7 B-2 B- B-/Watch Neg
1995-8 B-2 B- B-/Watch Neg
1995-9 B-2 B- B-/Watch Neg
1995-10 B-2 B- B-/Watch Neg
1996-1 B-2 B- B-/Watch Neg
1996-2 B-2 B- B-/Watch Neg
1996-3 B-2 B- B-/Watch Neg
1996-4 B-2 B- B-/Watch Neg
1996-5 B-2 B- B-/Watch Neg
1996-6 B-2 B- B-/Watch Neg
1996-7 B-2 B- B-/Watch Neg
1996-8 B-2 B- B-/Watch Neg
1996-9 B-2 B- B-/Watch Neg
1996-10 B-2 B- B-/Watch Neg
1997-4 B-2 B- B-/Watch Neg
1997-6 B-2 B- B-/Watch Neg
1997-7 B-2 B- B-/Watch Neg
1997-8 B-2 B- B-/Watch Neg
1998-2 B-2 B- B-/Watch Neg
1998-3 B-2 B- B-/Watch Neg
1998-5 B-2 B- B-/Watch Neg
1998-6 B-2 B- B-/Watch Neg
1998-8 B-2 B- B-/Watch Neg
Green Tree Recreational, Equipment & Consumer Trust
Rating
Series Class To From
1996- B B B- B-/Watch Neg
1996-C B B- B-/Watch Neg
1996-D B B- B-/Watch Neg
1997-B B B- B-/Watch Neg
1997- C B B- B-/Watch Neg
1997-D Certs B- B-/Watch Neg
1998-A B-C B- B-/Watch Neg
1998-A B-H B- B-/Watch Neg
1998-B B-2 B- B-/Watch Neg
1998-C B-2 B- B-/Watch Neg
1999-A B-2 B- B-/Watch Neg
Manufactured Housing Senior/Sub Pass Thru Trust
Rating
Series Class To From
1999-1 B-2 B- B-/Watch Neg
1999-2 B-2 B- B-/Watch Neg
1999-3 B-2 B- B-/Watch Neg
1999-4 B-2 B- B-/Watch Neg
1999-5 B-2 B- B-/Watch Neg
Manufactured Housing Contract Senior/Sub Pass Thru Trust
Rating
Series Class To From
1999-6 B-2 B- B-/Watch Neg
DebtTraders reports that Conseco Finance's 8.796% bonds due 2027
(CNC10) are trading between 29 and 32. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC10for
real-time bond pricing.
CONSECO FINANCE: S&P Affirms B- Credit Rating
---------------------------------------------
On March 7, 2002, Standard & Poor's affirmed 'B-' its ratings on
Conseco Finance Corp., the specialty finance subsidiary of
Carmel, Indiana-based Conseco, Inc., and removed the ratings
from CreditWatch, where they were placed on December 11, 2001.
The initial CreditWatch placement reflected concerns that
Conseco Finance would be hard pressed to meet the 2002
maturities of several debt issues rated by Standard & Poor's.
Since this time, the finance company and its parent have
succeeded in raising a significant amount of cash through asset
sales and other measures to redeem at full face value all rated
unsecured debt of the finance company coming due this year.
Outlook
The company continues to face a number of challenges. Even if
the U.S. economy has already entered recovery, the negative
effects of the recession, including higher unemployment, are
expected to linger. Therefore, asset quality problems could
actually increase over the short term, complicating management's
efforts to establish the company on a more stable financial
footing.
DebtTraders reports that Conseco Inc.'s 10.750% bonds due 2008
(CNC11) are trading between 58 and 60. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC11for
real-time bond pricing.
COVANTA ENERGY: Expects to Secure Further Bank Waivers by Friday
----------------------------------------------------------------
Covanta Energy Corporation (NYSE:COV) announced that it has
requested further waivers to its Master Credit Facility by March
15, 2002, with respect to the bank fees coming due this week and
other matters.
Discussions with the Company's senior secured bank group with
respect to these waivers are ongoing, although there can be no
assurance that an agreement will be obtained.
As previously announced, the Company is pursuing a restructuring
of its balance sheet as part of its comprehensive review of
strategic options.
Covanta Energy Corporation is an internationally recognized
designer, developer, owner and operator of power generation
projects and provider of related infrastructure services. The
Company's independent power business develops, structures, owns,
operates and maintains projects that generate power for sale to
utilities and industrial users worldwide. Its waste-to-energy
facilities convert municipal solid waste into energy for
numerous communities, predominantly in the United States. The
Company also offers single-source design/build/operate
capabilities for water and wastewater treatment infrastructures.
Additional information about Covanta can be obtained via the
Internet at http://www.covantaenergy.com,or through the
Company's automated information system at 866-COVANTA (268-
2682).
DIALPAD COMMS: Completes Asset Sale to Dialpad Acquisition Corp.
----------------------------------------------------------------
Dialpad Communications(TM), Inc., the leading global provider of
Voice over IP (VoIP) solutions, announced it completed its
financial restructuring. Dialpad Acquisition Corporation
purchased substantially all of the assets of Dialpad in a
transaction that closed on March 1, 2002. DAC will continue to
operate under the Dialpad brand, and the service will remain
uninterrupted. Current and future Dialpad customers will not
experience any change in their service.
Dialpad Acquisition Corporation (DAC) was incorporated by Mr.
Sang Su Oh to acquire the assets of Dialpad out of Chapter 11.
Under the current deal, DAC agreed to pay approximately $2.65
million in cash for Dialpad's assets while Serome and Mr. Oh
converted their outstanding loans to Dialpad into equity of the
new company.
"We are very excited by this acquisition which gives Dialpad the
ability to fulfill its potential," said Craig Walker, Dialpad's
CEO. "The company has been dramatically refocused since the
Chapter 11 filing last December. We significantly reduced our
expenses without sacrificing any of the high-quality services
expected by our customers. We leave this restructuring debt free
and have sufficient capital to develop and strengthen Dialpad's
business. We are focused on continuing to serve our customers'
telecommunications needs while developing new services,
strengthening our distribution channels, and maintaining the
financial discipline required to manage Dialpad to
profitability."
"Dialpad's reorganization has been extremely successful," added
Mr. Oh, Chairman of the Board of the new company, "it brought
increased efficiencies to every level of the organization and
ensures the company will remain a leader in the growing VoIP
market. We are confident that Dialpad is now in a unique
position to take advantage of its strong brand, growing customer
base, and great service to further strengthen its business.
Additionally, we are planning to integrate the Dialpad networks
in US, Korea and Japan as a first step to Dialpad's
globalization."
Dialpad Communications, Inc. is the leading global provider of
Voice over Internet Protocol (VoIP) solutions, with more than 14
million registered users. The company is based in Santa Clara,
CA and can be reached at 408-588-4688 or at
http://www.dialpad.com
DOBSON COMMUNICATIONS: S&P May Junk Rtngs On Bank Loan Concerns
---------------------------------------------------------------
The ratings on Dobson Communications Corp. were lowered to B+ on
March 6, 2002. The ratings were also placed on CreditWatch with
negative implications at that time. Oklahoma City, Oklahoma-
based Dobson Communications owns 50% of American Cellular Corp.
through a joint venture with AT&T Wireless Services.
The negative CreditWatch indicates that the ratings could be
lowered significantly to at least the 'CCC' category if the
Dobson family loan with Bank of America is not resolved in a
short time frame. This loan is secured by 53 million shares of
Dobson Communications and expires in April 2002. If the
collateral is called by Bank of America, this could trigger a
change of control and the possible acceleration of debt payment
under Dobson Communications' and American Cellular's indentures.
However, if the loan is favorably resolved, the ratings will be
affirmed and the outlook for Dobson Communications will be
stable.
The downgrade was based on weaker cash flow results and higher
debt leverage than previously anticipated by Standard & Poor's,
and the anticipation of lower financial metrics for 2002. In
addition, the downgrade incorporated the heightened business
risk profile of the rural cellular industry due to increased
competition from national carriers and decelerating roaming
revenue growth. These factors are partially offset by Dobson
Communications' and American Cellular's strategic relationship
with AT&T Wireless, including a preferred roaming agreement that
is in effect until 2004. Also, Dobson Communications recently
signed a 10-year roaming agreement with Cingular Wireless and
committed to upgrading its TDMA network with 2.5 generation
GSM/GPRS technology.
Pro forma for the sale of five markets to Verizon Wireless,
Dobson Communications' proportionate subscribers (including its
50% share of American Cellular) total about one million with a
penetration rate of about 10%, which is average for the rural
cellular industry. Net subscriber additions for 2001 were about
157,000, and increased modestly on a quarterly basis. However,
the company's EBITDA margin declined in the fourth quarter of
2001 by about 3% to 39%, primarily due to the impact of
declining roaming rates and the slowing economy. Roaming revenue
comprises about 40% of total revenues.
The contracts with AT&T Wireless and Cingular Wireless should
provide some stability to roaming revenues, with the
decelerating rate scale in the contract anticipated to be
somewhat offset by increased minutes of use. Dobson
Communications' and American Cellular's network upgrade to
GSM/GPRS for about $115 million and the near completion of the
digital migration should also provide an opportunity to increase
cash flow. In addition, the company plans to enhance its
marketing of local plans that have higher cash flow margins. A
churn rate of 2% in the fourth quarter of 2001 continued to be
below the industry average.
On a proportionate basis, Dobson Communications' debt to EBITDA
was 8.1 times in 2001 and is anticipated to decline to the 6.0x
level in 2002 due to net proceeds of about $500 million from the
property sales to Verizon Wireless. EBITDA interest coverage was
1.3x in 2001 and is expected to be slightly below 2.0x in 2002.
As of Dec. 31, 2001, Dobson Communications' total debt
outstanding was about $1.7 billion.
ENRON CORPORATION: Committee Taps Ernst & Young as Accountants
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Enron
Corporation wants to retain Ernst & Young LLP, nunc pro tunc to
December 13, 2001, as their accountants.
Committee Co-Chair Gavin Wilkinson, Vice-President of Wells
Fargo Bank Minnesota NA, outlines the business, tax, human
resource and forensic accounting and litigation advisory
services to be provided by Ernst & Young LLP:
1. Business Advisory Services
(a) analyzing assets and liabilities of the Debtors;
(b) analyzing the Debtors' proposed terminations or
assignments of open positions and proposed settlements of
terminated positions;
(c) analyzing the composition, valuation practices and risk
management issues related to the trading portfolios;
(d) analyzing the accounting treatment and implications for
certain proposed financial structures related to the
disposition of assets of the Debtors and assets and
liabilities of the Debtors; and
(e) analyzing the treasury and cash management activities of
the Debtors including inter-company transactions.
2. Tax Advisory Services.
(a) analyzing historical tax positions of the Debtors;
(b) analyzing the potential tax implications and efficiency of
proposed financial structures related to the disposition
of certain assets of the Debtors;
(c) analyzing the potential tax implications of the proposed
plan of restructuring including the tax efficiency of
proposed structures, impact of debt forgiveness and impact
upon net operating losses;
(d) reviewing potential IRS or other tax authority activities
and advise as to alternative outcomes as well as cash cost
exposure; and
(e) assisting in the development and analysis of capital
structure and financial instruments designed to implement
the plan of reorganization.
3. Human Resource Advisory Services.
(a) analyzing the competitive reasonableness of the Debtors'
proposed employee retention and severance program;
(b) analyzing the competitive reasonableness of the Debtors'
executive employment contracts and executive change in
control arrangements;
(c) analyzing the competitive reasonableness of the Debtors'
pay practices with respect to top officers and management;
(d) providing recommendations for changes to the Debtors'
proposed retention and severance programs and executive
employment contracts; and
(e) to the extent requested by the Committee, analyzing the
disposition of the Debtors' retiree benefit programs
(including, but not limited to, the Debtors' qualified
retirement plants, retiree health plans and retiree life
plans).
4. Forensic Accounting and Litigation Advisory Services.
(a) investigating the books and records of the Debtors to
determine whether the Debtors' financial statements for
the fiscal years ended December 31, 1997, 1998, 1999 and
2000 contain any material errors;
(b) investigating the audits of such financial statements
performed by Arthur Andersen & Company to determine
whether Arthur Andersen failed to perform such audits in
accordance with applicable professional standards;
(c) providing advice with respect to potential claims against
third parties, officers and others, as shall be mutually
agreed upon by Ernst & Young LLP, the Committee and
Milbank; and
(d) providing Milbank with a statement (either verbal or
written, as mutually agreed between Ernst & Young LLP and
Milbank) as to Ernst & Young LLP's findings concerning the
work performed in connection with forensic accounting and
litigation advisory services.
5. Additional Advisory Services.
(a) advising the Committee and its counsel on issues related
to proposed or pending motions to the Bankruptcy Court;
(b) participating and advising at meetings with the Committee,
its counsel, other financial advisors and representatives
of the Debtors; and
(c) rendering testimony in connection with all the foregoing
procedures on behalf of the Committee, if the Committee or
its counsel shall request such testimony.
Mr. Wilkinson relates that Ernst & Young LLP is a major national
accounting firm with specialized expertise in bankruptcy
proceedings. "This is why the Committee chose Ernst & Young LLP
as its accountants," Mr. Wilkinson explains.
According to Mr. Wilkinson, the Committee is also seeking
authorization to employ and retain Ernst & Young Corporate
Finance LLC, an investment banking affiliate of Ernst & Young
LLP, as restructuring advisors to the Committee. Although
certain aspects of the representation will necessarily involve
both Ernst & Young LLP and Ernst & Young Corporate Finance, Mr.
Wilkinson contends that Ernst & Young LLP's services will be
complementary to, rather than duplicative of, the services to be
performed by Ernst & Young Corporate Finance. Mr. Wilkinson
assures the Court that the Committee will make efforts to ensure
that neither Ernst & Young Corporate Finance nor Ernst & Young
LLP will duplicate services.
Ernst & Young LLP intends to apply to this Court for payment of
compensation and reimbursement of expenses.
Ernst & Young LLP will be compensated at its standard hourly
rates, which are based upon the professionals' level of
experience. At present, Ernst & Young LLP's hourly rates range
from:
$475 to 700 partners and principals
390 to 545 senior managers
325 to 440 managers
200 to 320 seniors
165 to 225 staff
Lawrence H. Prybyski IV, a partner of Ernst & Young LLP, tells
the Court that these rates are revised periodically. "Ernst &
Young LLP shall advise the Committee of its new rates once the
new rates are established if a rate change is effective during
the course of the engagement," Mr. Prybyski says. Moreover, Mr.
Prybyski continues, Ernst & Young LLP reserves the right to
negotiate a completion bonus with the Committee that would be
subject to the approval of the Bankruptcy Court.
In addition to its fees, Mr. Prybyski says, Ernst & Young LLP
plans to seek reimbursement of its actual and necessary expenses
related to this engagement. "Ernst & Young LLP will bill these
expenses separately on a monthly basis," Mr. Prybyski relates.
According to Mr. Prybyski, normal and reasonable expenses will
include costs directly associated with this engagement,
including travel, accommodations and out-of-town meals,
overnight delivery, database access charges, telephone,
facsimile, postage, printing and duplication.
In the event that any proceedings or legal actions are brought
as a result of Ernst & Young LLP's performance of these
services, Mr. Prybyski adds, Ernst & Young LLP will seek
reimbursement of actual expenses and fees.
Mr. Prybyski informs Judge Gonzalez that the firm searched its
databases to determine any conflict of interest that may arise
in connection with the proposed engagement.
But despite the efforts to disclose all relationships, Mr.
Prybyski admits that Ernst & Young LLP is unable to state with
certainty that every such situation has been disclosed. Mr.
Prybyski promises to file a supplemental affidavit with the
Court in case the firm discovers additional information that
requires disclosure.
"To the best of my knowledge and after reasonable inquiry, Ernst
& Young LLP's relationships with certain of the Debtors will not
impair the firm's ability to objectively perform professional
services," Mr. Prybyski maintains. According to Mr. Prybyski,
no services have been provided by Ernst & Young LLP to the
Debtors after the Petition Date. Furthermore, Mr. Prybyski
emphasizes that Ernst & Young LLP will not accept any engagement
that would require the firm to represent an interest materially
adverse to the Committee. (Enron Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service, Inc., 609/392-0900)
ETHYL CORPORATION: Floyd Gottwald Discloses 7.68% Equity Stake
--------------------------------------------------------------
Floyd D. Gottwald, Jr. owns 6,412,409* shares of the common
stock of Ethyl Corporation. The ownership represents 7.68% of
the outstanding common stock of Ethyl Corporation. Mr.
Gottwald, Jr. has the sole power to vote or to direct the vote
of, and to dispose of or to direct the disposition of the
5,009,553 shares.
(1) He holds shared power to vote or to direct the vote of, and
to dispose of or direct the disposition of 1,402,856 shares. (2)
* This amount does not include an aggregate of 4,272,607
shares (5.12%) of common stock of Ethyl Corporation beneficially
owned by the adult sons of Floyd D. Gottwald, Jr. Floyd D.
Gottwald, Jr. and his adult sons have no agreement with respect
to the acquisition, retention, disposition or voting of the
Company's common stock.
(1) This amount includes 268,603 shares owned by a charitable
foundation for which members of the Gottwald family serve as the
sole directors. Floyd D. Gottwald, Jr. disclaims any beneficial
interest in any shares held in the foundation.
(2) This amount includes shares held by Floyd D. Gottwald,
Jr.'s wife and in certain trust relationships as to which Floyd
D. Gottwald, Jr. disclaims beneficial ownership.
Ethyl Corporation's additives make vehicles run smoother.
Ethyl's petroleum additives (over 95% of sales) are used in
gasoline, heating oil, and other fuels to improve refining and
performance, and as a lubricant in motor oil, fluids, and
grease. Its other product, antiknock additive tetraethyl lead
(TEL), is rapidly losing ground in markets where unleaded gas
has taken over as a result of the automakers' compliance with
the Clean Air Act. Equilon, Exxon Mobil Corporation, and
Penzoil-Quaker State are Ethyl's biggest customers. The company
hopes to boost its TEL sales via an agreement with Octel (UK) to
market TEL outside Europe and the US. Chairman Bruce Gottwald
and his family own about 25% of Ethyl.
As previously reported in the Troubled Company Reporter, the
Ethyl Corporation is working with its banks to extend the
current maturity date of August 2002 on its loans and hopes to
complete those negotiations during the first quarter of this
year.
On December 20, 2001, the company received notification from the
New York Stock Exchange that its share price had fallen below
the continued listing criteria of the NYSE requiring an average
closing price of not less than $1.00 over a consecutive 30
trading-day period. As a result, the Board of Directors will
continue to review this situation and evaluate its options to
address this matter should it become necessary.
EXODUS COMMS: Asks Court for Exemption from Filing SEC Reports
--------------------------------------------------------------
Exodus Communications, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to authorize
them not to file reports that are required under the Securities
and Exchange Act of 1934 on the grounds that the filing of these
reports is an unreasonably burden on the Debtors' estates.
Exodus estimates the cost of producing 1934 Act SEC filings
nears $1,000,000 and those forms are unnecessary for the
protection of investors in the stock market.
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP in
Wilmington, Delaware, relates that as an initial public
offering, on February 13, 1998, Exodus registered 586 million
share of common stock. Those shares were voluntarily delisted
from the NASDAQ National Market when the Debtors commenced their
Chapter 11 case. Trading at the OTC Bulletin Board resumed on
October 5, 2001.
Mr. Chehi tells the Court that the Debtors have repeatedly
announced, once through a press release and once through an
interim report on a Form 8-K, that the common stock is worthless
and is not expected to have any future value with the sale of
the Debtors' assets to Digital Island. The Debtors are in the
process of liquidating residual, non-operating assets and intend
to file shortly thereafter a Chapter 11 Plan of Liquidation
under which, the common stock will be cancelled and receive no
consideration.
Despite the apparent uselessness of the information to
investors, the Debtors will have to file their annual report for
fiscal year 2001 under Form 10-K on or before March 31, 2002,
absent bankruptcy court intervention. Mr. Chehi tells the Court
that the preparation of the report and the financial statements
is particularly burdensome because the Company's books will have
to be audited by an independent accounting firm. KPMG projects
a $1,000,000 audit fee. Additionally, Mr. Chehi continues, the
Debtors are also required under the transition services
agreement between with Digital Island to reimburse Digital
Island for the cost of employees used to prepare any SEC
statements. The Debtors currently have 10 remaining corporate
level employees whose principal focus is the resolution of
contractual matters with Digital Island and the liquidation of
the Debtors' remaining assets.
Mr. Chehi admits that the Debtors are asking for relief from the
Court because they do not meet the SEC's minimum requirements
for exemption. To be exempted, a company must present evidence
that clearly demonstrates its inability to continue reporting,
its efforts to inform security holders and the market and the
absence of a market in its securities.
Mr. Chehi argues that the Court is permitted under Section 105
of the Bankruptcy Code, which provides that "the court may issue
any order, process or judgment that is necessary or appropriate
to carry out the provisions of this title." As a court of
equity, a bankruptcy court is granted broad powers to enforce
its substantive duties to protect the Debtors' property for the
benefit of creditors consistent with bankruptcy laws. "The Court
should exercise its equitable power to excuse the Debtors from
expending estate resource and cash to comply with a reporting
obligation that serves no purpose in light of the sale of the
Debtors' business to Digital Island," Mr. Chehi argues.
Mr. Chehi suggests that, in lieu of the SEC forms, the Debtors
will submit to the SEC:
A. Monthly operating reports;
B. copies of any Court-approved disclosure statement and
plan of liquidation;
C. The order confirming the plan of liquidation; and
D. the order closing the cases.
Mr. Chehi believes that the modified protocol will best protect
the interests of the investing public and that it substantially
addresses most of SEC's concerns. Mr. Chehi asserts that, "the
monthly operating report will provide more timely information
than quarterly reports filed under Forms 10-Q and 10-K. The
monthly report will also contain key financial information
required by the Trustee's office to monitor the progress of the
Chapter 11 cases and to insure the Debtors are complying with
their obligations as debtors-in-possession."
U.S. Trustee Objects
Acting United States Trustee Donald F. Walton asks the Court to
deny the Debtors' motion and defer to the SEC's authority. The
U.S. Trustee says this request is an inappropriate use of
Section 105 of the Bankruptcy Code because it asks the Court to
allow a debtor to evade a requirement imposed by law. (Exodus
Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service,
Inc., 609/392-0900)
FEDERAL-MOGUL: Future Claimants Taps Resolutions as Consultants
---------------------------------------------------------------
Eric D. Green, the Legal Representative for the Future Asbestos-
Related Claimants in the chapter 11 cases of Federal-Mogul
Corporation and debtor-affiliates, seeks an order from the Court
authorizing his employment and retention of Resolutions LLC as
consultants, nunc pro tunc to February 4, 2002.
Mr. Green explains that he seeks to employ Resolutions LLC
because of the firm's experience in arbitration and dispute
resolution and asbestos-related litigation. Resolutions LLC is
an arbitration and dispute resolution firm with a wide variety
of court appointments and out-of-court engagement. The Futures
Representative intends to utilize Resolutions LLC for general
administrative support services as well as for assistance with
analyzing and summarizing the voluminous data that will be
produced by the Debtors during the course of these cases.
Mr. Green informs the Court that compensation will be payable to
Resolutions LLC on an hourly basis plus reimbursement of actual,
necessary and reasonable costs incurred by the firm. The
professionals who will assist the Futures Representative in
these cases together with their respective hourly rates are:
Douglas C. Allen (Analyst) $250/hour
Cathy Kern (executive Assistant) $ 60/hour
Mr. Green contends that Resolutions LLC, its consultants,
analysts, or employees does not hold or represent any interest
adverse to the Debtors in matters for which it is to be
employed, except that:
A. Mr. Green is the founder and 50% owner of Resolutions LLC.
B. Carmine Reiss, the President of Resolutions LLC is the wife
of Mr. Green.
C. Mr. Green has been appointed as the legal representative to
future asbestos-related claimants in the case of Babcock &
Wilcox in the Bankruptcy Court for the Eastern District of
Louisiana. (Federal-Mogul Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service, Inc., 609/392-0900)
FRUIT OF THE LOOM: Court Extends Solicitation Period to April 30
----------------------------------------------------------------
The Dissident Bondholders, comprised of DDJ Capital Management,
Lehman Brothers and Mariner Investment Group, object to Fruit of
the Loom's request for an extension of the Solicitation Period
until April 30, 2002.
Bruce Bennett, Esq., at Hennigan, Bennett & Dorman, outlines the
Dissident Bondholders' complaints to Judge Walsh:
* First, Fruit of the Loom has already been given enough
time. This extension, if granted, will increase the exclusivity
period to at least 2 years and 4 months. In addition, as of the
scheduled hearing date on the matter, Debtors will have received
the benefit of an additional several weeks of exclusivity beyond
the previous grant. This is because the filing of the Motion 2
days prior to the expiration of exclusivity on January 31, 2002,
constituted a bridge order that automatically extended the
exclusivity period until the hearing.
* Second, the rationale articulated by the Court when it
granted the prior extension is now nonexistent. Previously,
Judge Walsh ruled that the auction process could be impaired,
through greater uncertainty and potential delay, if competing
plans were introduced. This would prevent the Fruit of the Loom
estates from receiving maximum value. The attorneys note that
the auction process has ended and there were no competing bids
submitted for the Debtors' assets.
* Third, the Dissident Bondholders are holding out hope
that an offer superior to the Berkshire Purchase Agreement will
surface. However, unless the exclusivity period is ended,
competing offers face obstacles that further entrench the
Berkshire proposal. Under the Agreement, Fruit of the Loom
cannot take any action "to solicit, negotiate, assist or
otherwise facilitate (including by furnishing confidential
information with respect to the Business or permitting access to
the Assets and Properties and Books and Records of Sellers or
their Subsidiaries) any offer or inquiry from any person
concerning an alternative transaction."
The Dissident Bondholders claim that there are numerous, similar
provisions in the Berkshire Agreement that hinder an alternative
offer. More strongly, they argue that if the solicitation period
is extended, it will eliminate the last remaining opportunity to
attract alternatives to the Berkshire Agreement that might
generate more value for the estate and creditors. After all,
the prior extension did nothing to attract competing bids under
the bidding procedures, as Fruit of the Loom and the Secured
Creditors suggested would occur. Termination of exclusivity will
enable the Dissident Bondholders to prepare and file a competing
plan of reorganization for the Debtors or provide for new
investments into the Debtors on terms other than those permitted
by the bidding procedures.
The Legal Arguments
Mr. Bennett reminds Judge Walsh that Section 1121 allows parties
in interest other than the debtor to file a plan of
reorganization. The drafters of Section 1121 believed that in
most cases 120 days would be sufficient time to negotiate a plan
between the debtor and its creditors. While Section 1121
authorizes the extension of the exclusivity period, the
legislative history of the provision states that "an extension
should not be employed as a tactical device to put pressure on
the parties to yield to a plan they considered unsatisfactory."
In the Matter of Lake in the Woods, 10 B.R. 338, 345 (E.D. Mich.
1981).
The Dissident Bondholders draw Judge Walsh's attention to In
Century Glove, Inc. v. First American Bank of New York, 860 F.2d
94 (3d Cir. 1988), where the Third Circuit held that the
exclusive right to file a plan, although justified at the outset
of a bankruptcy case, is not "unlimited," stating:
[U]nlimited exclusivity gave a debtor "undue bargaining
leverage," because it could use the threat of delay to
force unfair concessions. On the other hand, Congress
evidently felt that creditors might not seek the plan
fairest to the debtor. Therefore, Congress allowed a
limited period of exclusivity, giving the debtor "adequate
time to negotiate a settlement, without unduly delaying
creditors." Section 1121 allows a debtor the threat of
limited delay to offset the creditors voting power of
approval.
The Dissident Bondholders assert that, since an extension will
impair the ability of creditors and this Court to consider
alternative plans, it will provide Fruit of the Loom with the
"undue bargaining leverage" that the Third Circuit warned about.
The Dissident Bondholders state that in their ongoing efforts to
solicit rejection of Fruit of the Loom's plan, they are already
laboring under the coercive effect of the $25,000,000+
Termination Fee that will be forfeited to Berkshire if creditors
vote against the Plan or this Court declines to confirm it.
Mr. Bennett assures Judge Walsh that denying the extension will
cause no harm to Debtors as termination of exclusivity will not
delay consideration of the current Debtors' plan that
incorporates the agreement between the Debtors, the Secured
Creditors and the Committee.
Bank of America Challenges the Dissident Bondholders
Bank of America, in a reply to the Dissident Bondholders, throws
its weight behind Fruit of the Loom. Richard D. Feintuch, Esq.,
at Wachtell, Lipton, Rosen & Katz, reminds Judge Walsh that the
Plan of Reorganization on the table has the support of the
Official Committee of Unsecured Creditors and representatives of
$1,200,000,000 of secured debt in these cases.
Mr. Feintuch casts doubt on the Dissident Bondholders' ability
to deliver on their promise of an alternative reorganization
plan. Since this group does not have an approved disclosure
statement and no ability to solicit acceptances for a plan,
termination of exclusivity would simply create confusion and
delay. BofA challenges the Dissident Bondholders to produce
another prospective bidder or an alternative transaction that
will create more value for the estates. Indeed, BofA says, all
interested parties would be ecstatic if another entity emerges
with a viable offer and the proposal would be given full
consideration.
BofA tells Judge Walsh that the time and place for the
consideration of alternative transactions is at the exclusivity
hearing. Since the Dissident Bondholders have not produced
anything of substance, ". . . their current request to terminate
exclusivity appears to be but one more effort in their campaign
to block Fruit of the Loom's plan of reorganization," Mr.
Feintuch says.
* * *
Judge Walsh agrees with the Debtors and BofA and approves a
further extension of Fruit of the Loom's exclusive solicitation
period through April 30. (Fruit of the Loom Bankruptcy News,
Issue No. 50; Bankruptcy Creditors' Service, Inc., 609/392-0900)
GENERAL DATACOMM: Wants to Recoup $1MM from Ahead Communications
----------------------------------------------------------------
General DataComm Industries, Inc., is conducting its business as
a debtor-in-possession under the Federal Bankruptcy Code. The
Company has been unable to prepare certified financial
statements for its year ended September 30, 2001 because of its
limited cash resources.
Ahead Communications Systems, Inc., which purchased assets of
the Company's Broadband division on August 13, 2001, has filed
for reorganization under Chapter 11 of the Bankruptcy Code.
General DataComm believes that Ahead is indebted to it for
approximately $600,000 for transition services and rent, an
amount which Ahead disputes. Ahead is also liable under a
$17,000,000 Note given as a substantial portion of the
consideration paid for such assets, which Note was endorsed and
assigned to General DataComm's secured creditors.
General DataComm is also attempting to collect $1,000,000 under
a letter of credit securing a Note given as part of the purchase
price for its Vital Network Services division sold on August 30,
2001. Payment of such letter of credit is being challenged by
the debtor which alleges claims in connection with its purchase.
General DataComm is of the opinion that such claims, which were
required to be made by December 31, 2001 and were not made until
January 4, 2002, were untimely and are without merit.
GENESEE CORP: January Net Assets In Liquidation Tops $37.5 Mill.
----------------------------------------------------------------
Genesee Corporation (Nasdaq: GENBB) updated management's best
estimate of net assets that are expected to ultimately be
distributed to shareholders by issuing its statement of net
assets in liquidation and statement of changes in net assets in
liquidation as of and for the third fiscal quarter ended January
26, 2002.
The Corporation is currently operating under a plan of
liquidation and dissolution that was approved by shareholders in
October 2000. Under this plan, the Corporation sold its brewing
and equipment leasing businesses in December 2000 and its Foods
Division in October 2001. In accordance with generally accepted
accounting principles, the sale of the Foods Division caused the
Corporation to adopt the liquidation basis of accounting. Under
the liquidation basis of accounting, the Corporation does not
report results from continuing or discontinued operations.
Instead, the Corporation reports only net assets in liquidation
and changes in net assets in liquidation.
The Corporation reported net assets in liquidation at January
26, 2002 of $37.5 million, or $22.43 in net assets per share,
compared to net assets in liquidation at October 27, 2001 of
$37.9 million, or $22.66 in net assets per share. The $400,000
decrease in net assets in liquidation in the third fiscal
quarter reflects adjustments to the assets and liabilities of
the Corporation to incorporate management's current estimates of
the net realizable value of the Corporation's assets and the
settlement costs of the Corporation's liabilities. The actual
values and costs are expected to differ from the amounts shown
herein and could be greater or lesser than the amounts recorded.
The Corporation paid partial liquidating distributions of $7.50
per share on March 1, 2001 and $13.00 per share on November 1,
2001 under the plan of liquidation and dissolution adopted by
the Corporation's shareholders in October 2000. The amount and
timing of subsequent liquidating distributions are subject to a
number of factors, including without limitation, the risks and
uncertainties identified in the information below about forward-
looking statements.
GLOBAL CROSSING: Excell Agent Wants Prompt Decision on Contract
---------------------------------------------------------------
Excell Agent Services, L.L.C. moves the Court for an order
compelling Global Crossing Ltd., and its debtor-affiliates to
assume or reject an executory Directory Assistance Services
Agreement, dated as of April 1, 2001, without further delay.
According to Jordan A. Kroop, Esq., at Squire Sanders & Dempsey
LLP in New York, Excell provides directory assistance services
to subscribers of the Debtors' telecommunications network and
operates call centers where operators field calls from
customers. Under the Agreement, Excell is entitled to $0.2375
per call, a monthly amount that usually exceeds $200,000, and
often approaches $250,000.
Mr. Kroop states that the Debtors presumably agrees that the
Directory Assistance Services that Excell provides under the
Agreement are integral to the expansion of Debtors' customer
base and the operation of a leading telecommunications network.
Without Excell's services under the Agreement, Debtors' existing
and future customers would have no immediate access to critical
directory assistance service. The absence of directory
assistance service would likely seriously disrupt the overall
telecommunications service Debtors provides to its customers and
would certainly undermine that service's quality. Excell does
not believe it to be in the best interests of Debtors' estate
and creditors, as Debtors attempts to reorganize its affairs and
emerge from Chapter 11 a stronger company, for Debtors'
customers to suffer a deterioration in their service,
particularly during the initial stages of these Chapter 11
proceedings. Mr. Kroop believes that Debtors needs to instill
confidence in its customers by continuing to provide quality
service, which necessarily includes directory assistance
services, during the pendency of these Chapter 11 cases. Failing
to do so may jeopardize Debtors' existing customer base and,
ultimately, its ability to effectively reorganize and emerge
from Chapter 11 protection.
Excell believes that the Directory Assistance Services that it
provides under the Agreement are essential to the continued
viability of the Debtors' network. Furthermore, Excell does not
believe that the Debtors could obtain comparable replacement
services of this nature without incurring substantial expense
above the cost structure built into the Agreement. Mr. Kroop
points out that the Agreement's term does not expire until more
than one year from now, so any rejection of the Agreement would
create a sizeable unsecured claim against the estate, and the
Debtors would be required to obtain comparable replacement
services at costs that would likely reflect the Debtors'
uncertain position as debtors-in-possession and questionable
recent credit history with Excell.
Were Debtors to assume the Agreement, Mr. Kroop assures the
Court that the Debtors' prepetition cure obligation would be
well within what the Debtors could afford, considering that the
Debtors have already obtained this Court's authorization to make
"essential vendor" payments on $1,000,000 in prepetition debt.
That, coupled with the fact disclosed on the Debtors' Web site
that they have "approximately $1,000,000,000 in cash on hand to
fund . . . operations" during the Chapter 11 process, it seems
far-fetched to assert that the prepetition cure would put an
undue strain on the Debtors' available cash. The Debtors clearly
has the financial wherewithal both to cure its prepetition
obligations to Excell and to pay post-petition invoices in the
ordinary course. Accordingly, Mr. Kroop claims that no harm
would result from compelling GCTI to assume or reject the
Agreement promptly. The harm would arise from not assuming the
Agreement, since the Directory Assistance Services provided
under it are essential to GCTI's and the Debtors' reorganization
efforts.
On the other hand, Mr. Kroop submits that the harm to Excell in
allowing the Debtors to put off its assumption or rejection of
the Agreement indefinitely is real and substantial. Until
Debtors either assumes or rejects the Agreement, Excell will be
in the unseemly position of having to provide Directory
Assistance Services to GCTI customers at a rate of approximately
$250,000 a month with absolutely no assurance of being
compensated for these services. Despite Excell's expectations
that any post-petition amounts incurred under the Agreement
would be entitled to administrative expense priority, these
Chapter 11 proceedings are far too nascent for Excell to be
assured that even administrative expense claims will receive a
full recovery.
Mr. Kroop tells the Court that Excell has every intention of
continuing to provide Directory Assistance Services under the
Agreement and to serve as a willing and integral partner in the
Debtors' efforts to reorganize but cannot be expected, however,
to continue to do so indefinitely without the adequate assurance
of GCTI's future performance under the Agreement. (Global
Crossing Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)
GLOBAL CROSSING: US Congress' Committee Requesting for Documents
----------------------------------------------------------------
Global Crossing said that it has received a request from the
United States House Energy and Commerce Committee for financial
records and documents. Global Crossing said that it is
reviewing the request and intends to provide the committee with
the documents it needs.
John Legere, chief executive officer of Global Crossing, stated,
"As we continue to move Global Crossing ahead, we look forward
to working with the Committee in connection with this request."
The committee's original request is available on the House
Energy and Commerce Committee's Web site at:
http://energycommerce.house.gov/107/news/03122002_513.htm
Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reaches
27 countries and more than 200 major cities around the globe.
Global Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services. Global Crossing operates throughout the Americas and
Europe, and provides services in Asia through its subsidiary,
Asia Global Crossing. On January 28, 2002, certain companies in
the Global Crossing Group (excluding Asia Global Crossing and
its subsidiaries) commenced Chapter 11 cases in the United
States Bankruptcy Court for the Southern District of New York
and coordinated proceedings in the Supreme Court of Bermuda.
Please visit http://www.globalcrossing.comor
http://www.asiaglobalcrossing.comfor more information about
Global Crossing and Asia Global Crossing.
HAYES LEMMERZ: Court Okays Skadden Arps as Bankruptcy Counsel
-------------------------------------------------------------
Hayes Lemmerz International, Inc., and its debtor-affiliates
obtained Court approval to employ and retain Skadden Arps Slate
Meagher & Flom LLP, as their bankruptcy counsel to prosecute
these chapter 11 cases.
As previously reported, Skadden Arps since July 1996 has
performed extensive legal work for the Debtors in connection
with certain corporate, financing, litigation, securities, and
other significant matters. As a result of representing the
Debtors on such matters, Skadden Arps has acquired extensive
knowledge of the Debtors and their businesses and is uniquely
familiar with the Debtors' capital structure, financing
documents and other material agreements. Prior to commencement
of these chapter 11 cases, the Debtors sought the services of
Skadden Arps with respect to advice regarding restructuring
matters in general and preparation for the potential
commencement and prosecution of chapter 11 cases for the
Debtors. Since October 2001, Skadden, Arps has performed
extensive legal work for the Debtors in connection with their
ongoing restructuring efforts including with respect to
financing and divestiture strategies and creditor issues.
The Debtors believe that continued representation by their pre-
petition restructuring and bankruptcy counsel, Skadden Arps, is
critical to the Debtors' efforts to restructure their businesses
because Skadden Arps has become extremely familiar with the
Debtors' businesses and legal and financial affairs and,
accordingly, is well-suited to guide the Debtors through the
chapter 11 process. Furthermore, because Skadden Arps maintains
an office in the District of Delaware, Mr. Hiltz believes that
the Debtors will be able to minimize duplication of effort in
these cases and avoid the expense of retaining local counsel.
As per Court approval, Skadden Arps will be required to render
various services to the Debtors including:
A. advise the Debtors with respect to their powers and duties as
debtors and debtors-in-possession in the continued
management and operation of their businesses and
properties;
B. attend meetings and negotiate with representatives of
creditors and other parties in interest and advise and
consult on the conduct of the chapter 11 cases, including
all of the legal and administrative requirements of
operating in chapter 11;
C. take all necessary action to protect and preserve the
Debtors' estates, including the prosecution of actions on
their behalf, the defense of any actions commenced against
those estates, negotiations concerning all litigation in
which the Debtors may be involved and objections to claims
filed against the estates;
D. prepare on behalf of the Debtors all motions, applications,
answers, orders, reports and papers necessary to the
administration of the estates;
E. negotiate and prepare on the Debtors' behalf plan of
reorganization, disclosure statement and all related
agreements and/or documents and take any necessary action
on behalf of the Debtors to obtain confirmation of such
plan(s);
F. advise the Debtors in connection with any sale of assets;
G. appear before this Court, any appellate courts, and the U.S.
Trustee, and protect the interests of the Debtors' estates
before such courts and the U.S. Trustee; and
H. perform all other necessary legal services and provide all
other necessary legal advice to the Debtors in connection
with these cases.
Skadden Arps will be providing professional services to the
Debtors under its bundled rate schedules and therefore the Firm
will not be seeking to be separately compensated for certain
staff and clerical personnel who also record time spent working
on matters. Presently, the hourly rates, which are subject to
periodic increases under the bundled rate structure range from:
Partners $480 to $695
Counsel and Special Counsel $470
Associates $230 to $470
Legal Assistants & Support Staff $80 to $160
(Hayes Lemmerz Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)
HAYES LEMMERZ: Completes Wheland Assets Purchase for $4.1MM
-----------------------------------------------------------
Hayes Lemmerz International, Inc. (OTC Bulletin Board: HLMMQ)
announced they have reached agreement to purchase from Wheland
Foundry and its parent, North American Royalties, the facility
and assets located in Chattanooga, Tennessee, which produces
Centrifuse brake drum castings for Hayes Lemmerz.
Centrifuse castings are steel shell high alloy brake castings
from which Hayes Lemmerz manufacturers its Centrifuse brake
drums. However, Wheland -- like Hayes Lemmerz -- has filed for
bankruptcy protection and Hayes Lemmerz required the Wheland
facility to maintain production of specialized steel castings
used in many of its truck brakes.
Under the terms of the current sale agreement, Hayes Lemmerz
will pay $4.1 million to acquire the facility and assets, which
does not include much of the equipment located in the plant, as
such equipment was already owned by Hayes Lemmerz. The purchase
has been approved by both company's bankruptcy courts.
Fred Bentley, President of Commercial Highway and Aftermarket
said, "We're very pleased that an agreement has been reached and
delighted to be able to immediately integrate the facility into
our global operations. We believe this transaction was a win-
win situation for everyone involved."
"This facility is a tremendous addition to our capabilities.
It's another way for Hayes Lemmerz to continue to extend our
worldclass Centrifuse product and provide additional value added
services to our customers," said Mr. Bentley. "We believe that
it will also allow us to improve the quality and performance of
this product."
"We thank and appreciate the assistance of Mayor Bob Corker and
County Executive Claude Ramsey. They were very instrumental in
helping us make this happen; and, we look forward to building
relationships with vendors, employees and the community," Mr.
Bentley added.
The Company will employ about 60 workers on a one-shift day.
Thomas Elkins will continue as Operations Manager for the
facility. He will report directly to Bill Stacy, Plant Manager
of Hayes Lemmerz Berea Operations based in Berea, Kentucky.
Hayes Lemmerz International, Inc. is one of the world's leading
global suppliers of automotive and commercial highway wheels,
brakes, powertrain, suspension, structural and other lightweight
components. The Company has 43 plants, 2 joint venture
facilities and 14,000 employees worldwide.
On December 5, 2001, Hayes Lemmerz International, Inc., filed
for reorganization under Chapter 11 of the U.S. Bankruptcy Code,
to reduce their debt and strengthen their competitive position.
This filing includes 22 facilities in the United States and one
plant in Mexico. The Company's stock is traded Over the Counter
(OTC) with the symbol HLMMQ. More information about Hayes
Lemmerz International, Inc., along with a complete list of
current and archived press releases, is available at
http://www.hayes-lemmerz.com
HEAFNER TIRE: Amends & Extends Tender Offer for 10% Senior Notes
----------------------------------------------------------------
Heafner Tire Group, Inc. announced that it is amending its
tender offer for its 10% Senior Notes Due 2008, Series D and
related solicitation of consents to the adoption of proposed
amendments to the Indenture governing the Notes and extending
the tender offer until 5:00 p.m., New York City time, on Monday,
March 25, 2002.
The amended terms and conditions of the tender offer and
solicitation are set forth in Heafner's Amended Offer to
Purchase and Consent Solicitation Statement dated March 11, 2002
and related Amended Consent and Letter of Transmittal addressed
to all holders of Notes.
Heafner also announced that holders of approximately $99 million
in aggregate principal amount of the Notes have agreed to tender
their Notes pursuant to the terms of the Amended Offer and
consent to the proposed Indenture amendments as modified
pursuant to the Amended Offer and Solicitation.
The Amended Offer and Solicitation together amend the terms
contained in the Offer and Consent Solicitation Statement dated
February 5, 2002 to reduce the total amount of Notes sought,
increase the price to be paid for Notes purchased in the Amended
Offer, provide for the determination of the purchase price to be
paid using a modified Dutch auction bidding procedure and modify
the proposed amendments to the Indenture. In order to
participate in the Amended Offer and Solicitation, holders of
Notes who tendered Notes and gave consents pursuant to the Offer
and Consent Solicitation Statement dated February 5, 2002 must
resubmit tenders of Notes and consents to the proposed Indenture
modifications by filling out an Amended Consent and Letter of
Transmittal in the form mailed to all holders of Notes on March
11, 2002 or follow the other procedures described in the Amended
Offer and Solicitation materials.
Under the Amended Offer, Heafner is offering to purchase up to
$126 million (but in no event less than $105 million) in
aggregate principal amount of the Notes for cash at prices not
less than $450 and not greater than $535 per $1,000 principal
amount, plus accrued but unpaid interest. The Amended Offer will
permit holders of Notes to tender Notes at prices within the
Price Range or without naming a price (in which case the holder
will be deemed to have tendered at the lowest price in the Price
Range). Heafner will select the single lowest price that will
enable Heafner to purchase the amount of Notes to be purchased
in the Amended Offer. Notes accepted for purchase pursuant to
the Amended Offer would be accepted in the order of the lowest
to highest tender prices specified by tendering holders within
the Price Range. Notes tendered at the Purchase Price would be
subject to proration and Notes tendered above the Purchase Price
would not be purchased. Heafner would pay the same Purchase
Price for all Notes accepted for purchase pursuant to the
modified Dutch auction procedure.
The proposed amendments will have the effect of modifying the
debt incurrence and negative pledge covenants in the Indenture
governing the Notes to permit, among other things, certain
restructuring transactions involving Heafner and its
subsidiaries. There will be no separate payment for consents to
the proposed Indenture amendments pursuant to the Solicitation.
Heafner will not be required to accept or pay for any Notes
tendered pursuant to the Amended Offer, may terminate, extend or
amend the Amended Offer and the Solicitation and may, subject to
applicable law, postpone the acceptance of Notes so tendered, if
any condition to the Amended Offer is not satisfied. As a
consequence of the extension of the expiration date and the
amendments contained in the Amended Offer and Solicitation,
holders of Notes may tender or withdraw Notes and consent to the
proposed indenture amendments until 5:00 p.m., New York City
time, on Monday, March 25, 2002 unless the Amended Offer is
further extended. The Amended Offer was previously scheduled to
expire at 5:00 p.m., New York City time, on Monday, March 11,
2002.
Based on the latest available count of tendered Notes,
approximately $15 million in aggregate outstanding principal
amount of Notes and related consents were tendered and not
withdrawn pursuant to the tender offer and consent solicitation
as in effect prior to the date of the Amended Offer to Purchase
and Consent Solicitation Statement described above. As described
above, holders of Notes who already tendered will be required to
retender their Notes in order for them to be eligible for
purchase in the Amended Offer.
This announcement is not an offer to purchase or solicitation of
an offer to sell any Notes. The Amended Offer may only be made
pursuant to the terms of the Amended Offer to Purchase and
Consent Solicitation Statement and the accompanying Amended
Consent and Letter of Transmittal.
The information agent for the Amended Offer and Solicitation is
MacKenzie Partners, Inc., telephone (800) 322-2885 (toll free)
or (212) 929-5500 (call collect). Additional information
concerning the terms of the Amended Offer and Solicitation,
including all questions relating to the mechanics of the Amended
Offer and Solicitation, may be obtained by contacting the dealer
manager, Credit Suisse First Boston Corporation, at (800) 820-
1653 (toll free) or (212) 538-8474 (call collect).
Heafner Tire Group, Inc. (formerly The J.H. Heafner Company,
Inc.) is one of largest independent suppliers of tires to the
replacement tire market in the United States. Heafner operates
65 distribution centers servicing all or parts of 35 states.
Heafner sells a broad selection of tires, custom wheels,
automotive service equipment and related products manufactured
by the leading manufacturers of those products. Reports and
other information filed by Heafner with the Securities and
Exchange Commission may be obtained from the Web site that the
Commission maintains at http://www.sec.govor by request to
Heafner at 12200 Herbert Wayne Court, Suite 150, Huntersville,
North Carolina 28078 (tel: (704) 632-7127), Attention: Legal
Department.
ICH CORPORATION: Signs-Up Keen Realty as Real Estate Consultants
----------------------------------------------------------------
ICH Corporation and its debtor-affiliates are hiring Keen Realty
Consultants Inc. as their special real estate consultants in
their chapter 11 cases, effective as of February 26, 2002.
The Debtors seek to retain Keen for the purpose of evaluating
and assessing the fair market rental value of their real
property leasehold interests. By reason of Keen's national
reputation and its breadth of experience evaluating real estate
assets in business reorganization cases, the Debtors believe
that the retention of Keen is in the best interests of the
Debtors, their estates and their creditors.
Specifically, Keen will:
a) review all pertinent documents and consult with the
Debtors and Debtors' counsel, as appropriate;
b) prepare a detailed report to the Debtors outlining
Keen's estimate as to the market rent and value of each
of the Properties;
c) meet periodically with the Debtors, its accountants and
attorneys in connection with the status of its efforts;
d) appear in Court to offer testimony in connection with
Keen's evaluation and estimates as to the market rent
and value of each of the Properties.
Keen's compensation for their services will be based on a per
Property evaluation fee plus expenses. Pursuant to the
Agreement, Keen will receive $500 for each of the Properties
evaluated. Initially, the Debtors believe that they will
require Keen to evaluate approximately 25 of its Properties.
Keen may also retain local real estate professionals to conduct
site inspections of the Properties and local market analyses at
$250 per Property.
ICH Corporation, a Delaware holding corporation which, through
two principal operating subsidiaries, Sybra and Sybra Conn.,
currently operates 240 Arby's restaurants located primarily in
Michigan, Texas, Pennsylvania, New Jersey, Florida and
Connecticut. The Company filed for chapter 11 protection on
February 05, 2002. Peter D. Wolfson, Esq. at Sonnenschein Nath &
Rosenthal represents the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed an estimated debts and assets of $50 million to $100
million.
ICH CORPORATION: Fails to Comply with AMEX Listing Requirements
---------------------------------------------------------------
I.C.H. Corporation (AMEX:IH) announced that it has received a
notice, dated March 6, 2002, from the staff of the American
Stock Exchange advising the Company that the Company no longer
complies with the Exchange's continued listing guidelines and
that its securities are, therefore, subject to being delisted
from the Exchange. According to the notice, the staff's
determination is based on the Company's recent operating results
and financial condition, as well as concerns as to whether ICH
will be able to continue as a going concern or to meet its
obligations as they mature in light of its recent Chapter 11
filing.
ICH is a Delaware holding corporation which, through its
principal operating subsidiaries, currently operates 239 Arby's
restaurants located primarily in Michigan, Texas, Pennsylvania,
New Jersey, Connecticut and Florida.
IT GROUP: Proposes Streamlined De Minimis Asset Sale Procedures
---------------------------------------------------------------
The IT Group, Inc., and its debtor-affiliates ask the Court for
authority to implement streamlined procedures for selling assets
of de minimis value from time to time without need for further
Court approval.
Madison L. Cashman, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP in Wilmington, Delaware, informs the Court that the
Debtors are currently in possession of certain assets of minimal
value to their estates. The Debtors believe they will be able
to profitably sell these assets to the benefit of their estates
and creditors. The Debtors anticipate many of these assets can
be sold in transactions in which the aggregate consideration
will be less than $500,000. In the event the Debtors are able
to locate buyers for these de minimis assets, it is likely that
the proposed buyers' offers will be conditioned on a quick sale
and a process with a minimum of costs and expenses.
Accordingly, Mr. Cashman says, the Debtors desire to implement
procedures in which they may sell these miscellaneous assets on
an expedited basis to avoid incurring, among others, the delay
and costs associated with the preparation, filing, service, and
hearing of a motion for approval of each and every small-dollar
transaction.
In order to strike a balance between the desire to maximize the
value of the De Minimis Assets to the Debtors' estates and the
necessity of providing parties in interest notice and an
opportunity to object to transactions out of the ordinary course
of business, the Debtors propose these uniform procedures:
A. The Debtors will give written Sale Notice, by facsimile or
overnight mail, of each such proposed sale to the U.S.
Trustee, counsel for the Creditors' Committee, for the
Agent for the Debtors' prepetition lenders, counsel for
Shaw, and any known holder of a lien, claim or encumbrance
against the specific De Minimis Asset or Assets to be sold.
The Sale Notice will specify the asset or assets to be
sold, the identity of the proposed purchaser, and the
proposed sale price, and will have attached a copy of the
sale agreement to the extent such agreement is reasonably
available;
B. If none of the parties served with the Sale Notice serves the
Debtors with a written objection to the proposed
transaction in a manner so that it is actually received by
the Debtors within 7 days after the date the Debtors send
the Sale Notice, the Debtors may consummate the proposed
sale transaction and take such actions as are necessary to
close the sale and obtain the sale proceeds without further
notice or the need to obtain approval from the Court; and,
C. If the Debtors receive a written objection prior to the
expiration of the Notice Period, and the Debtors are unable
consensually to resolve such objection, the Debtors will
not take any additional steps to consummate the proposed
transaction without first obtaining the Court's approval
for that specific transaction
Mr. Cashman says that these procedure will minimize
administrative costs in these chapter 11 cases, speed the
liquidation of the De Minimis Assets and at the same time
preserve the rights of interested parties to object to any sale
they think inappropriate. (IT Group Bankruptcy News, Issue No.
6; Bankruptcy Creditors' Service, Inc., 609/392-0900)
IMPSAT FIBER: Creditors Agree to Reduce Indebtedness by 70%
-----------------------------------------------------------
Impsat Fiber Networks, Inc. (NASDAQ: IMPT) announced that it has
reached non-binding agreements in principle with several of its
largest vendors and bondholders in support of a restructuring
plan that would reduce Impsat's total consolidated indebtedness
by approximately $680 million and its future debt service
requirements.
Impsat reached an agreement in principle regarding a de-
leveraging restructuring plan with several principal holders of
the Company's Senior Notes and with its largest vendor
financier. The proposed plan for financial restructuring will
significantly improve the Company's balance sheet structure and
should enable Impsat to fully realize the growth potential of
its operations in Latin America. The restructuring plan involves
the Company's Senior Notes due 2003, 2005 and 2008, its
Broadband Network Vendor Financing Agreements and certain other
credit lines of the Company.
The key components of the proposed restructuring plan are
expected to include:
- Holders of debt under the Company's Broadband Network
Vendor Financing Agreements would receive a combination of
senior secured indebtedness totaling $141 million, $23 million
of new Senior Guaranteed Notes initially convertible into 5% of
the Company's new common stock and warrants to acquire 15% of
the Company's new common stock.
- Holders of the Company's Senior Guaranteed Notes due 2003
would receive new Senior Guaranteed Notes in an amount of
$67 million, initially convertible into 23% of the
Company's new common stock.
- Holders of the Company's Senior Notes due 2005 and 2008
would exchange those Notes for 98% of the Company's new
common stock.
- The Restructuring Plan contemplates no distribution to
existing stockholders of the Company.
Ricardo Verdaguer, Chief Executive Officer of Impsat, said: "We
are gratified to have obtained this level of support from our
creditors. Our operations continue to develop successfully in
the region despite the overall economic downturn, and this
agreement shows the confidence financial investors have in our
story. This restructuring will significantly strengthen Impsat
and allow it to sustain its leadership in the region.
"We are confident that the terms of the agreement we reached are
representative of the interests of the different classes and
will result in an acceptable package to the remaining creditors.
Following this agreement, we believe we can successfully
complete our financial restructuring to give the Company a fresh
start and a healthier balance sheet."
Completion of the restructuring plan will be subject to certain
conditions, including the achievement of additional creditor
support in favor of the Restructuring Plan and the execution and
effectiveness of binding definitive documentation for the
Restructuring Plan. The Company believes that it will be able to
complete successfully its negotiations with the remainder of its
affected creditors regarding the Restructuring Plan during the
coming weeks. The Company anticipates that it may effectuate the
restructuring through a pre-arranged plan of reorganization
under Chapter 11 in the first half of 2002.
Impsat Fiber Networks, Inc. is a leading provider of fully
integrated broadband data, Internet and voice telecommunications
services in Latin America. Impsat has recently launched an
extensive pan-Latin American high capacity broadband network in
Brazil, Argentina, Chile and Colombia using advanced
technologies, including IP/ATM switching, DWDM, and non-zero
dispersion fiber optics. The Company has also deployed fourteen
facilities to provide hosting services. Impsat currently
provides services to 3,000 national and multinational companies,
government entities and wholesale services to carriers, ISPs and
other service providers throughout the region. The Company has
local operations in Argentina, Colombia, Venezuela, Ecuador,
Mexico, Brazil, the United States, Chile and Peru. For further
information visit http://www.impsat.com
INSPIRE INSURANCE: Requests Voluntary Delisting from Nasdaq
-----------------------------------------------------------
INSpire Insurance Solutions, a leader in property and casualty
software systems and business process outsourcing, announced
that it requested a voluntary delisting of its common stock
(formerly Nasdaq: NSPRQ) from the Nasdaq National Market
effective March 8, 2002. Nasdaq halted trading of INSpire's
common stock on February 15, 2002 after INSpire notified Nasdaq
that it was filing a voluntary petition for Chapter 11
bankruptcy protection. The Company received a letter from
Nasdaq Staff dated February 19, 2002, requesting by March 5,
2002, the Company's plan of reorganization and the Company's
plan to ensure the stock will consistently meet Nasdaq listing
requirements. INSpire initiated the delisting because INSpire
will be unable to meet the minimum listing requirements of the
Nasdaq, even after the company emerges from bankruptcy.
The Company is in the process of pursuing market makers to make
a market in its common stock on the OTC Bulletin Board under the
ticker symbol NSPRQ. The OTC Bulletin Board is a regulated
quotation service that displays real-time quotes, last-sales
prices, and volume information in over-the-counter securities.
Information regarding the OTC Bulletin Board can be found on the
Internet at http://www.otcbb.com
"While we are disappointed that our common stock will no longer
be traded on Nasdaq, this move will not affect our customers or
our employees," stated INSpire CEO and President Dic Marxen.
"Our top priority is to continue to provide top notch customer
service while we complete a plan of reorganization that permits
us to emerge from Chapter 11 quickly." INSpire's restructuring
process will include the following initiatives:
-- Enhance INSpire's Customer Advocacy Program to ensure
that customer expectations are fully met.
-- Communicate a detailed 2002-2003 business plan under
which the Company will attain profitability. The plan will
include renegotiating certain equipment leases, property leases,
and other fixed expenses to reduce overhead burdens.
-- Document and make available customer-specific Business
Continuity Plans that includes software escrow agreements,
applications support plans, production data access plans, and
arrangements with third party vendors.
-- Reinvigorate the Company's new business initiatives by
establishing strategic partnership opportunities that will
enable INSpire to secure new contracts.
INSpire Insurance Solutions, Inc. offers policy and claims
administration solutions for property and casualty insurance
carriers, managing general agencies, and brokers. As one of the
foremost providers of integrated software systems and turnkey
business process outsourcing, INSpire serves clients with needs
to enter new markets quickly, reduce expenses, increase customer
satisfaction and focus on core competencies. Additional
information can be obtained from INSpire's Web site at
http://www.nspr.comor by calling 817-348-3999.
INTEGRATED HEALTH: Seeks Approval of Replacement DIP Facility
-------------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates,
including the Rotech Debtors, move the Court for entry of an
Order pursuant to sections 363 and 364 of the Bankruptcy Code
authorizing them to:
(1) enter into a commitment letter with The CIT Group/Business
Credit, Inc. and Capital Source, Inc. (the Lenders), to
provide the IHS Debtors with replacement debtor in
possession financing pursuant to a definitive Replacement
DIP Agreement,
(2) pay certain fees and expenses to the Lenders in connection
therewith.
As previously reported, upon consummation of the Rotech Plan,
the IHS Debtors, as independent corporations, will require their
own sources of working capital and other funds.
The Debtors approached several potential lenders, including the
DIP Agent, General Electric Capital Corporation and CIT's
predecessor, Tyco Capital/Business Credit, Inc. to determine
whether any of such institutions would he interested in
providing an amendment or refinancing of the DIP Credit
Agreement. The Debtors then sought and obtained authority to
reimburse GECC and Tyco Capital for certain diligence expenses
in connection with their evaluation of a replacement DIP
financing for the IHS Debtors.
After considering GECC's and CIT's proposals and negotiating
with each party, the Debtors determined, in the exercise of
their business judgment, that the terms proposed in the
Commitment Letter with CIT are the most favorable to the Debtors
and their creditors.
With the assistance of UBS Warburg, the Debtors negotiated with
the Lenders and the parties executed the Commitment Letter
setting forth the terms on which the Lenders have agreed,
subject to Court approval, to provide the IHS Debtors with
replacement DIP financing. A definitive Replacement DIP
Agreement, will be negotiated and filed with the Court, the
Debtors advise.
The major elements of the Commitment Letter and the proposed
replacement DIP financing are:
(a) Parties.
IHS will be the borrower and The CIT Group/Business Credit.
Inc. and Capital Source, Inc. will be the lenders.
(b) Guarantors.
Each of the IHS Debtors other than IHS will provide the
Lenders with an unconditional and unlimited guarantee of IHS'
obligations.
(c) Facility.
The Replacement DIP Facility will consist of a revolving line
of credit, evidenced by a DIP Financing Agreement providing
for revolving advances (Revolving Loans) up to the lesser of
(i) $75,000,000 or
(ii) a Borrowing Base equal to the sum of:
(x) 85% of eligible accounts receivable subject to a
liquidity factor plus
(y) the required cash collateral balance, which is
equal to:
* $25,000,000 from the closing date through
September 29, 2002, and
* $40,000,000 from September 30, 2002 on.
After giving effect to all revolving loans and letters of
credit to be extended at closing, IHS's excess revolving loan
availability, at the closing only, shall be at least
$25,000,000. Such requirement contemplates that all of IHS'
debts, obligations and payables are then current in
accordance with its usual business practices. In addition to
the opening availability requirement, IHS shall have at least
$40,000,000 of cash on hand (exclusive of the required cash
collateral balance), after giving effect to the payment of
$40,000,000 of the Debtors' collective cash on hand to
Rotech, pursuant to the IHS-Rotech Settlement Agreement
(which was approved by the Court as part of the Rotech Plan).
(d) Letter of Credit Subline.
Within the Revolving Line of Credit, the Lenders will assist
IHS in opening up to $50,000,000 at any time of standby
letters of credit for business purposes. All letters of
credit will be reserved from availability.
(e) Term.
The Agreement will expire on the earlier of (i) one year or
(ii) upon IHS receiving confirmation financing subject to an
approved plan of reorganization.
(f) Interest.
Interest will be computed and payable monthly on: (i) all
outstanding Revolving Loans at a rate equivalent to (x) the
Chase Bank Rate plus 1.25% per annum or (y) at IHS' option.
LIBOR plus 3.25% per annum.
(g) Fees.
(1) a standby letter of credit fee equal to 2.50% per annum,
payable monthly, on the face amount of each standby
letter of credit, plus all charges imposed on the Lenders
by the letter of credit issuing bank;
(2) a line of credit fee, payable at the end of each month,
of 0.50% per annum computed on the difference between the
Revolving Line of Credit and the sum of (x) the average
daily Revolving Loan balance due the Lenders plus (y) the
average daily balance of outstanding letters of credit;
(3) an arrangement fee of $125,000, payable on the date
of closing;
(4) a collateral management fee of $l25,000, payable on the
date of closing and annually thereafter, should the term
of the Agreement be extended beyond the Anniversary Date,
with the consent of the Lenders and IHS;
(5) a $750,000 loan facility fee, payable at closing; and
(6) in the event that IHS terminates the Agreement prior to
the Anniversary Date, the Lenders will under certain
circumstances earn an early termination fee determined by
multiplying the Revolving Line of Credit by 1%.
(h) Collateral.
IHS will grant the Lenders a first and exclusive lien on all
of its prepetition and post-petition assets, including but
not limited to accounts receivable, inventory, trademarks,
patents, general intangibles (including, payment
intangibles), instruments, documents, chattel paper,
equipment, real estate (whether owned or leased), deposit
accounts, and the issued and outstanding stock of each of the
other IHS Debtors and the proceeds of each of the foregoing.
(i) Out of Pocket Expenses.
IHS will reimburse the Lenders (whether or not the
transaction is consummated) for all of the Lenders' out-of-
pocket costs and expenses (including reasonable fees and
expenses of outside legal counsel) incurred in connection
with the Agreement, including, but not limited to, those
incurred by the Lenders in connection with the preparation,
execution and closing of the financing transaction, and the
perfection of liens and security interests.
(j) Commitment Fee and Court Approval by March 11, 2002.
The Commitment Letter requires the Debtors to pay, subject to
Bankruptcy Court approval, a non-refundable commitment Fee in
the amount of $375,000, which if the financing transaction is
consummated, will be credited against the loan facility fee.
The Commitment Letter requires the Debtors to file a motion
to approve the Commitment Fee to be heard by the Court no
later than March 7, 2002. IHS is obligated pay the Commitment
Fee to the Lenders within 1 business day of the entry of an
Order of the Bankruptcy Court authorizing such payment.
Notwithstanding anything to the contrary, the commitment
contained in the Commitment Letter will expire unless the
Commitment Fee is paid to the Lenders no later than March 11,
2002.
The Debtors reiterate that it is absolutely critical that
replacement DIP financing be obtained for the IHS Debtors
promptly, as their existing facility is currently set to expire
on May 3, 2002. Moreover, the Rotech Plan cannot become
effective until such financing is in place. The Debtors submit
that the terms of the Commitment Letter were negotiated at
arm's-length and in good faith by the Debtors and the Lenders,
and are fair and reasonable under the circumstances. The Debtors
believe that the Replacement DIP Facility in the amount of $75
million will be more than sufficient to enable them to continue
operating in the normal course following the consummation of the
Rotech Plan.
Accordingly, the Debtors request that the Court approve their
entry into and performance of their obligations under the
proposed Commitment Letter.
The Premiere Committee Balks
The Premiere Committee objects to the motion to the extent that
the proposed Replacement Facility impermissibly subjects the
assets of Premiere Group to guaranties and liens in favor of the
Replacement Lenders to the full extent of sums on the owing
pursuant to the proposed Replacement Facility.
The Premiere Committee reiterates that the Premiere Group was
solvent prior to the petition date and has not required post-
petition financing, but for the avoidable guaranties and stock
pledges to the prepetition lenders. Consequently, the relief
sought in the motion would create a significant conflict of
interest by seeking to encumber assets of the Premiere Group to
secure a Replacement Facility that may be needed only by other
IHS Debtors, the Premiere Committee vociferate.
The Premiere Committee tells the Court that the Replacement
Facility as proposed would commit the Premiere Group and its
assets to repay loans to other debtors, including IHS, in
violation of the best interests of the Premiere Group estate.
The Premiere Committee requests that the Court deny the motion
or limit the guaranties and liens to be given by the Premiere
Group under the Replacement Facility to the value of sums
advanced to and unpaid by Premiere Group pursuant to the
Replacement Facility. (Integrated Health Bankruptcy News, Issue
No. 31; Bankruptcy Creditors' Service, Inc., 609/392-0900)
INT'L FIBERCOM: Taps Mark Roberts as Chief Restructuring Officer
----------------------------------------------------------------
International Fibercom, Inc. and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Arizona to retain and employ Mr. Mark A. Roberts and Mr. Eric
Bradford from Alvarez & Marsal, Inc. as Chief Restructuring
Officer and Interim Assistant Controller. The Debtors also ask
the Court to approve the retention of A&M as their restructuring
advisor.
Alvarez is an international restructuring advisory firm offering
turnaround consulting, interim management, creditors advisory
and performance improvement services. The Firm and its
professionals have an excellent reputation of providing high
quality financial and restructuring services to debtors and
creditors in bankruptcy reorganizations and other debt
restructurings.
In a separate Application, the Debtors will also seek approval
to hire PricewaterhouseCoopers. A&M intends to work closely
with PwC to coordinate activities and ensure that there is no
overlapping of activities. In general, PwC personnel will
report directly to Mr. Roberts.
As Chief Restructuring Officers, Messrs. Roberts and Bradford
are expected to:
i) assist the Debtors in defining their financial and
operational difficulties, gathering and analyzing data,
interviewing appropriate management and evaluating the
Debtors' existing financial forecasts and budgets in
light of these difficulties;
ii) assist the Debtors in identifying and implementing
immediate cost-cutting strategies to stabilize their
cash flow and operations;
iii) advise the Debtors on crisis management strategies,
daily operations as debtors-in-possession and the
workout process, and assisting the IFCI Entities in the
implementation of these functions;
iv) assist the Debtors in identifying and implementing
immediate financial operational changes to improve the
timeliness and accuracy of financial reporting, and
improving internal controls over the assets of the IFCI
Entities;
v) advise the Debtors in the budgeting and projection
process necessary to stabilize and "right size" the
IFCI Entities, and generally supervising the budgeting
and projection process;
vi) assist the Debtors' management in negotiations with
lending institutions and creditors; and
vii) perform any other Chief Restructuring Officer, Interim
Assistant Controller, and crisis management tasks
required by the IFCI Entities.
Alvarez and Messrs. Roberts and Bradford will report directly to
the Chief Executive Officer of IFCI, Mr. Peter Woog. Mr.
Roberts will also be primarily responsible for coordinating
communications between the Debtors and the Bank Group, subject
to the oversight of Mr. Woog.
In his capacity as Chief Restructuring Officer, Mr. Roberts will
bill at $330 per hour. Eric Bradford, as Interim Assistant
Controller, will bill $195 per hour. The IFCI Entities have
agreed to pay Messrs. Roberts and Bradford on a monthly basis
for services rendered. Alvarez's customary fees are:
Managing Directors & Directors $300-500 per hour
Associates $195-300 per hour
Analysts $100-195 per hour
International Fibercom, Inc. resells used, refurbished
communications equipment, including fiber-optic cables. The
Company filed for chapter 11 protection on February 13, 2002.
Robert J. Miller, Esq. at Bryan Cave, LLP represents the Debtors
in their restructuring efforts.
KMC TELECOM: Needs New Funding to Make $100MM Loan Prepayments
--------------------------------------------------------------
Based upon preliminary, unaudited results, KMC Telecom Holdings,
Inc. believes that it will meet or exceed its previously
announced fourth quarter and full year 2001 financial guidance
for revenue and adjusted EBITDA (which consists of earnings
before interest, taxes, depreciation and amortization, non-cash
stock compensation expense/(credit) and other expense). In
addition, based upon its preliminary, unaudited results, its
cash and cash equivalent balance at December 31, 2001 was
approximately $96 million. The Company expects that revenue for
the fourth quarter and year ended December 31, 2001 will be
approximately $129 million and $453 million, respectively. It
also expects that adjusted EBITDA for the fourth quarter and
year ended December 31, 2001 will be approximately $32 million
and $46 million, respectively.
In addition, based upon currently available information, the
Company expects revenue and adjusted EBITDA for the three months
ended March 31, 2002 to be in the same range as the three months
ended December 31, 2001. This guidance reflects the sale of the
two fiber-optic systems discussed in paragraph (b), below.
(b) On February 28, 2002, KMC sold two of its 37 Tier
III fiber-optic networks and related assets. It is required to
apply the net proceeds from the sale toward the $100 million
loan prepayments required to be made by May 1, 2002 under its
Amended Senior Secured Credit Facility, as discussed in
paragraph (c) below.
(c) Based upon currently available information,
including the sale discussed in paragraph (b) above, KMC expects
that at March 31, 2002 and for the quarter then ended, it will
not be in compliance with certain of the financial covenants
contained in its Amended Senior Secured Credit Facility. In
addition, it does not currently anticipate being able to make
all of the aggregate $100 million in loan prepayments which it
is required to make under the Amended Senior Secured Credit
Facility on or before May 1, 2002. The Company is currently
engaged in negotiations with its Lenders to amend the terms of
its Amended Senior Secured Credit Facility to reflect its
current operations, including the sale of the two systems
discussed in paragraph (b), and to allow it to avoid its
expected non-compliance with the existing covenants; however,
the Company can give no assurance that it will obtain any such
amendment on acceptable terms or at all.
(d) On December 31, 2001, the Company entered into a
financing transaction in order to monetize an existing data
contract. It received net proceeds of approximately $19 million
from this transaction, after deducting the costs of certain
equipment acquired to perform its obligations under the data
contract and the financing fees and expenses incurred in
connection with the transaction.
(e) During the three months ended December 31, 2001,
one of its existing Lenders and stockholders acquired at a
discount a significant portion of its Amended Senior Secured
Credit Facility, together with additional shares of preferred
stock and warrants to purchase shares of its common stock, from
another Lender.
(f) In an effort to preserve liquidity, KMC has begun
to implement a significant further restructuring of its Tier III
Markets business operations. Although it expects that this
restructuring will result in a reduction in revenue growth as
the result of lower capital expenditures, it also believes that,
through significant cost savings, adjusted EBITDA from its Tier
III markets will increase. KMC anticipates that it will begin to
see the effects of this plan in the second quarter of 2002.
(g) During 2001, KMC repurchased an aggregate maturity
value of approximately $179.5 million of its senior discount
notes. In addition, it believes that certain of its stockholders
may have purchased an aggregate of approximately $107 million of
its senior discount notes and senior notes, as well. The Company
is aware that its outstanding senior discount notes and senior
notes are continuing to trade at substantial discounts to their
accreted value and face amounts. In order to reduce future cash
interest payments, as well as future amounts due at maturity, it
or its affiliates intend, from time to time, consistent with its
agreement with the Lenders under the Amended Senior Secured
Credit Facility, to purchase additional such securities for
cash, exchange them for common stock under the exemption
provided by Section 3(a)(9) of the Securities Act of 1933, or
acquire such securities for a combination of cash and common
stock, in each case in open market purchases or negotiated
private transactions with institutional holders. KMC will
evaluate any such transactions in light of then existing market
conditions, taking into account its current liquidity and
prospects for future access to capital. Subject to certain
conditions, the Lenders recently granted permission for the
Company to use a limited portion of its cash balances for
additional repurchases of its senior discount notes or senior
notes. Any additional repurchased notes will be pledged to the
Lenders as collateral under the Amended Senior Secured Credit
Facility. KMC expectS to begin to repurchase additional senior
discount notes and/or senior notes in the near future in
accordance with the terms of the Lenders' permission. The
amounts involved in any such transactions, individually or in
the aggregate, may be material and may have a negative, short-
term impact on liquidity. Nevertheless, KMC expectS that these
repurchases will have a positive impact on its future long-term
liquidity position due to the resulting material reduction in
funded indebtedness. As a result, it believes that the
repurchase of senior discount notes and/or senior notes at a
substantial discount is an appropriate use for a limited portion
of its current liquidity.
(h) KMC believes that its existing cash balances,
marketable securities, borrowings reasonably anticipated to be
available under its Amended Senior Secured Credit Facility and
anticipated funds from operations will be sufficient to meet its
liquidity needs to fund operations and capital expenditure
requirements under its current business plan into the second
quarter of 2003. Its ability to remain liquid into the second
quarter of 2003 is predicated upon (i) continued access to
available borrowings, (ii) increased sales in its Tier III
Markets business, combined with the successful implementation of
the cost controls and gross margin improvements that are a part
of the planned substantial restructuring of its Tier III Markets
business referred to in paragraph (f) above, (iii) its ability
to secure additional multi-year contracts with a variety of
wholesale, data and carrier customers for its Nationwide Data
Platform business, which it is currently pursuing with a number
of potential customers and (iv) its ability to finance new data
services contracts or extensions of existing data services
contracts which it may be able to obtain. In addition, under the
terms of its Amended Senior Secured Credit Facility, by May 1,
2002, it is required to effect loan prepayments and reductions
in the revolving loan commitment thereunder in the aggregate
amount of $100.0 million. Its ability to fund these prepayments
(for which it currently does not have a source) or to obtain a
waiver or amendment of this requirement from its Lenders is also
a predicate of its ability to remain liquid into the second
quarter of 2003. KMC can give no assurance that it will be able
to achieve any of the predicates.
KAISER ALUMINUM: Signs-Up Richards Layton as Local Co-Counsel
-------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates apply to
the Court to employ Richards, Layton & Finger P.A. of
Wilmington, Delaware as their local bankruptcy co-counsel.
Joseph Bonn, the Debtors' Executive Vice President, tells the
Court that the Debtors selected Richards Layton as their local
co-counsel because of the law firm's extensive experience and
knowledge in the field of debtors' and creditors' rights and
business reorganizations under chapter 11 of the Bankruptcy
Code. The Debtors also considered the firm's expertise,
experience and knowledge practicing before the Delaware
Bankruptcy Court, its proximity to the Court, and its ability to
respond quickly to emergency hearings and other emergency
matters in the Court. Richards Layton's appearance before the
Court for miscellaneous applications, motions and matters in
these chapter 11 cases will be more efficient to the Debtors and
cost effective for the Debtors' estates.
Moreover, Mr. Bonn relates, since February 1, 2002, the firm has
rendered legal services and advice to the Debtors with respect
to the preparation of these cases for filing. During the course
of this representation, the firm has acquired knowledge of the
Debtors' business, financial affairs and capital structure.
Retention of the firm's services under a general retainer are
necessary to enable the Debtors to execute faithfully their
duties as DIP and to develop, propose and consummate a
reorganization plan.
Specifically, Richards Layton will:
A. advise the Debtors of their rights, powers and duties as
debtors and debtors in possession;
B. take all necessary action to protect and preserve the
Debtors' estates, including the prosecution of actions on
the Debtors' behalf, the defense of any actions commenced
against the Debtors, the negotiation of disputes in which
the Debtors are involved, and the preparation of objections
to claims filed against the Debtors' estates;
C. prepare on behalf of the Debtors all necessary motions,
applications, answers, orders, reports, and papers in
connection with the administration of the Debtors' estates;
D. negotiate and prepare on behalf of the Debtors a plan of
reorganization and related documents; and,
E. perform all other necessary legal services in connection with
the Debtors' chapter 11 cases.
The principal professional and paraprofessionals designated to
work in these cases and their hourly rates are:
Professional/Paralegals Rate
---------------------- ----------
Daniel J. DeFranceschi $350/hr
Paul N. Heath $200/hr
Patrick M. Leathem $180/hr
Michael J. Merchant $180/hr
Diana M. Poole $115/hr
Rebecca V. Childs $105/hr
Prior to the petition date, Mr. Bonn informs the Court that
Kaiser paid Richards Layton a $112,450 retainer in contemplation
of the chapter 11 filing, of which $60,008 was used to pay for
prepetition work. Accordingly, Richards Layton continues to
hold a $52,442 retainer.
Daniel J. DeFranceschi, Esq., a director of Richards Layton,
admits that although the firm does not possess any interest
adverse to the Debtors' estates in relation to these cases, the
firm have in the past represented, currently represents, and may
in the future represent, certain potential parties in interest
in matters wholly unrelated to the Debtors' cases, including:
A. Major Business Affiliations of the Debtors' Current Officers
and Directors: Fluor Corp. and certain affiliates, Safelite
Glass Corp.; Certain Affiliates of CII carbon, LLC, Ocean
Energy, Inc. and Certain Affiliates, Reliant Energy, Inc.
and Certain Affiliates;
B. Majority Shareholders and Their Affiliates and Professionals:
Certain Affiliates of Britt Lumber Co., Inc., Dewey
Ballantine, Certain Affiliates of Horizon Corp., Certain
Affiliates of Horizon Properties Corp., Certain Affiliates
of Sage Southwest, Inc.; Certain Affiliates of Blue Water
Funding, Inc.;
C. Minority Shareholders Holding 5% or More of Voting
Securities: Certain Affiliates of Capital Group
International, Inc., Certain Affiliates of Guardian Trust
Company;
D. The Debtors' Professionals Identified for Employment in These
Cases: Arthur Andersen and Certain Affiliates, Lazard
Freres & Co. and Certain Affiliates; Jones, Day, Reavis &
Pogue;
E. Indenture Trustees and Other Significant Parties to the
Debtors' Major Debt Issuances: First Trust National
Association - St. Paul, MN, Mellon Bank and Certain
Affiliates, U.S. Bank National Association and Certain
Affiliates, Certain Affiliates of U.S. Bank Trust National
Association; State Street Bank and Trust Co.;
F. The Debtors' Material Secured Lenders and Their
Professionals: Bank of America, N.A. and Certain
Affiliates, The CIT Group/ Business Credit, Inc., and
Certain Affiliates, Congress Financial Corporation
(Western) and Certain Affiliates;
G. Material Holders of the Debtors' Debentures and Their
Professionals: Alliance Capital Management, L.P., First
Union Bank and Certain Affiliates, Certain Affiliates of
IBM Pension Fund, Certain Affiliates of Lincoln Trust
Company, Certain Affiliates of Nicholas - Applegate Capital
Management, Prudential Insurance Co. of America and Certain
Affiliates, Certain Affiliates of RBC Dominion Securities -
High Yield AR Account, Certain Affiliates of TCW Leveraged
Income Trust III, Certain Affiliates of the Glenmede Trust
Company; Certain Affiliates of Aetna Life Insurance Annuity
Company;
H. Parties to Significant Contracts with the Debtors: Certain
Affiliates of Nalco Chemicals Co.; Certain Affiliates of
ABB Chemicals Inc., Certain Affiliates of Bonneville Power
Admin., Certain Affiliates of Cytec Industries Inc.;
I. Parties to Material Litigation with the Debtors: Certain
Affiliates of AXA Corporate Solutions (U.K.) Ltd., The
Boeing Company and Certain Affiliates, Zurich Specialties
(London) Ltd.; Southwire Company, Certain Affiliates of
Swiss Re New Markets A.G., Affiliates of Vought Aircraft
Industries, Inc.;
J. Other Parties in Interest (Including Joint Ventures): Alcan
Aluminum Limited, Certain Affiliates of Alcan Queensland
Pty. Limited, Certain Affiliates of Enron Metals and
Commodity Limited, Certain Affiliates of Reynolds Metal
Corp., Certain Affiliates of Reynolds Metal Company.
K. Plaintiffs' Firms That Have Filed Significant Numbers of
Asbestos Cases: Wilentz Goldman & Spitzer;
L. The Debtors' Largest Unsecured Creditors, as Identified in
Their Chapter 11 Petitions, and Other Material Trade
Creditors: Bryan cave LLP, Hatch Associates Consultants,
Inc. (Kaiser Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)
KMART CORPORATION: Taps Abacus to Assist in Inventory Valuation
---------------------------------------------------------------
As Kmart Corporation and debtor-affiliates conduct Store Closing
Sales and liquidate inventory at a number of their retail
stores, the Debtors will need an inventory valuation consultant
to assist them in maximizing the value of their estates.
This is where Abacus Advisory & Consulting Corp., LLC comes in.
J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom,
in Chicago, Illinois, relates that the Debtors selected Abacus
as their inventory valuation consultant partly because of the
expertise of Alan Cohen, Abacus' Chairman. According to Mr.
Ivester, Mr. Cohen has extensive retail experience and
knowledge. Mr. Cohen and Abacus were also retained to provide
similar services to Service Merchandise Company, Montgomery Ward
LLC, Bradlees Stores, among mega-debtors.
As Kmart's Inventory Valuation Consultant, Abacus will:
(a) advise the Debtors regarding the disposition of non-core
business assets, including selected store locations,
including:
-- reviewing and advising with respect to issues
associated with any planned store closures; and
-- reviewing and advising with respect to the timing of
any planned store closures;
(b) provide an initial evaluation of any planned store
closures, including a range of expected recoveries for
inventory and other assets to be sold;
(c) identify and contact proposed purchasers of select
business operations or assets, including store closings,
including:
-- assisting the preparation of an appropriate
information package for distribution to potential
bidders;
-- reviewing bid proposals and assisting in negotiations
with the various parties to ensure recoveries are
maximized;
-- provide a "stalking horse" liquidation alternative to
the Debtors should the party bids be deemed
insufficient;
-- observing, if necessary, physical inventories that
may be taken; and
-- monitoring the conduct and results of any third party
selected to liquidate the inventory.
"Given Mr. Cohen's extensive experience in operating troubled
companies and overseeing the reorganization of large
manufacturing and retail companies, the Debtors believe that
hiring Abacus will enhance the Debtors' ability to obtain the
maximum value for their assets," Mr. Ivester notes.
In return for these services, Abacus will charge the Debtors:
* A base fee at the beginning of each month, effective January
22, 2002, and continuing throughout the term of the
engagement, up to a maximum Base Fee of $1,200,000 in the
aggregate;
* A value-added fee of 10% of all proceeds paid to or for the
benefit of the Debtors, pursuant to any sharing agreement with
an agent selected to dispose of inventory on the Debtors'
behalf, not to exceed $725,000 in the aggregate.
* In addition, the Debtors will reimburse Abacus for reasonable
out-of-pocket expenses incurred in connection with these
services, including attorney's fees.
Abacus informs the Court that the firm does not intend to file
detailed time records, considering the form of its engagement
and the nature of its compensation. Instead, Abacus plans to
file -- on a monthly basis -- a narrative of its activities,
including the personnel involved.
Mr. Cohen assures the Court that Abacus and its principals and
associates do not have any connection with the Debtors or their
affiliates, their creditors or any other parties in interest, or
their respective attorneys and accountants. Abacus is a
"disinterested person" as that term is defined in section
101(14) of the Bankruptcy Code, according to Mr. Cohen.
Mr. Cohen admits that Abacus has in the part been retained and
may in the future perform work for certain creditors of the
Debtors and other parties in interest. But these are only in
matters completely unrelated to these chapter 11 cases, Mr.
Cohen emphasizes.
Prior to the Petition Date, Mr. Cohen informs Judge Sonderby
that the Debtors' lenders asked Abacus to perform an appraisal
of the Debtors' inventory for them. "With the consent of the
Debtors and the lenders, that review has been rolled into the
engagement of Abacus by the Debtors, and the appraisal report
has been provided to both the lenders and the Debtors," Mr.
Cohen says. Furthermore, Mr. Cohen notes that Abacus has waived
its fee for the appraisal as part of its engagement by the
Debtors. (Kmart Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)
LAIDLAW INC: Pushing for Second Extension of Exclusive Periods
--------------------------------------------------------------
Laidlaw Inc., and its debtor-affiliates seek the Court's
approval to:
-- extend the period for which they have the exclusive right
to file a plan or plans of reorganization through July 1,
2002; and
-- extend the period during which they to have the exclusive
right to solicit acceptance thereof through August 30,
2002.
Julia S. Kreher, Esq., at Hodgson Russ, LLP, in Buffalo, New
York, relates that since the first extension period, the Debtors
have achieved substantial developments towards the resolution of
the chapter 11 cases like:
(a) working on resolving the claims of:
(i) Safety-Kleen, and
(ii) various plaintiffs in actions alleging violations
of state and federal securities laws;
(b) completing many of the other inter-company restructuring
transactions;
(c) review and analysis of the various proofs of claims
filed against the Debtors prior to applicable Bar Date,
including the $370,000,000 IRS Claim;
(d) obtaining the approval to sell certain non-core
properties located in Western Canada; and
(e) assumption of employment agreement with John Grainger as
president and chief executive officer of the Debtors'
education services business.
Pursuant to section 1121(d) of the Bankruptcy Code, Ms. Kreher
argues, the Court may extend the exclusive periods for "cause."
Ms. Kreher argues that cause for an extension exists because:
-- the case is large and complex;
-- the Debtors have made significant progress towards a
successful reorganization; and
-- the extension will not harm the Debtors' Creditors or
other parties in interest.
Ms. Kreher asserts that the extension period will give the
Debtors the time to:
(a) resolve major business and restructuring issues among
the Debtors and their key creditor constituencies,
leaving contingent litigation claims to be addressed as
the final step in the reorganization process; and
(b) resolve the disputed litigation claims, on either a
negotiated or litigated basis, as quickly and favorably
as possible.
Specifically, Ms. Kheher says, the Debtors will be able to work
on the final settlement of the Safety-Kleen claim, the
Bondholders' Action and the IRS Claim.
* * *
In a bridge order, Judge Kaplan extends the exclusive period for
the Debtors to file a plan of reorganization until the Court
rules on the Debtors' motion at a hearing on March 27, 2002, in
Buffalo. (Laidlaw Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 609/392-0900)
LASER MORTGAGE: Lloyd I. Miller III Discloses 5.2% Equity Stake
---------------------------------------------------------------
Lloyd I. Miller, III, as investment adviser to the trustee of
certain family trusts, shares dispositive and voting power with
respect to 280,050 shares of the common stock Laser Mortgage
Management, Inc. He has sole dispositive and voting power with
respect to 451,350 shares (i) as an individual, and (ii) as the
manager of a limited liability company that is the general
partner of certain limited partnerships.
The aggregate total of common shares beneficially owned by Mr.
Miller is 731,400 shares, which represents 5.2% of the
outstanding common stock of the Company.
LASER Mortgage Management is a real estate investment trust
(REIT) that invests in mortgage-backed securities and mortgage
loans. Its mortgage securities include pass-through certificates
and collateralized mortgage obligations. The company's mortgage
loans are typically secured by first or second liens on
residential, commercial, and other real estate. More than 95% of
LASER Mortgage Management's assets are invested in highly rated
securities, government-backed securities, and mortgage loans
that substantially meet federal guidelines. The REIT has reduced
its investments in higher-risk mortgage loans and non-investment
grade high-yield corporate debt to ease its pending liquidation
and dissolution.
LERNOUT & HAUSPIE: Settles All Baker-Related Litigation & Claims
----------------------------------------------------------------
Lernout & Hauspie Speech Products, N.V., and L&H Holdings, Inc.,
announce a global settlement of all disputes with James Baker,
Janet Baker, JKBaker LLC, and JMBaker LLC. The Debtors ask
Judge Wizmur to put her stamp of approval on a Stipulation
memorializing their agreement. The key terms of the settlement
are:
(1) The Settlement Payment. Holdings will pay to the
Baker Parties an aggregate amount of $1,750,000. This
settlement payment will consist of (a) shares of stock in
ScanSoft, Inc. valued at $750,000 (155,991 shares at $4.81 per
share, the average price of ScanSoft stock for the preceding 20-
day period ending January 9, 2002), and (b) cash in the amount
of $1,000,000. A stock certificate representing 155,991 shares
of the ScanSoft stock (subject to restrictions set out in a
separate letter agreement to be executed among Holdings, the
Baker Parties, and Boies Schiller & Flexner LLP) will be issued
in the name of a person or entity to be designated by the Firm
for the benefit of the Baker Parties and the Firm and delivered
to the Escrow Agent as soon as practicable after the date on
which this Stipulation and Order becomes a final Order, but in
no event more than five days after the Effective Date. The cash
payment will be paid to a trust account for the Baker Parties
and Boies Schiller & Flexner LLP, which trust account will be
designated by counsel for the Baker Parties for the benefit of
the Baker Parties, on or before the earlier of (a) the effective
date of any plan of liquidation for Holdings; or (b) the 90th
day after the Effective Date.
(2) The Merger Claims. In exchange for the settlement
payment and as of the date that the Baker Parties receive the
cash payment, (a) the United States merger claims against L&H,
the other United States claims against L&H, and the Belgian
merger claim will be withdrawn with prejudice; and (b) the
United States merger claims against Holdings will be deemed
assigned to L&H, and shall thereafter be treated in all respects
as if asserted by a party similarly situated to the Baker
Parties; provided, however, that in the event that a plan of
liquidation for Holdings is confirmed that provides for no
distribution to equity holders of Holdings, the United States
merger claims against Holdings shall be deemed re-assigned to
the makers and deemed withdrawn with prejudice; and (c) the
other United States claims against Holdings will be deemed
assigned to L&H, and shall thereafter be treated in all respects
as if asserted by a party similarly situated to the Baker
Parties; and further provided that (1) L&H shall receive no
distribution on the other United States claims thus assigned and
shall instead use such claims solely to offset any claims which
may be asserted against L&H by Holdings, and (ii) in the event
that a plan of liquidation for L&H and Holdings is confirmed
that provides for mutual releases of all potential claims
between L&H and Holdings, the other United States claims against
Holdings will be deemed re-assigned to the Bakers and deemed
withdrawn with prejudice. Nothing in this Stipulation, nor any
other act or proceeding in the domestic or Belgian bankruptcy
cases shall be construed as or deemed to be an actual, implied
or constructive valuation or estimation of the United States
merger claims, the other United States claims, or the Belgian
merger claim, and nothing in this Stipulation is to be construed
or deemed to be an assignment or determination of the liability
or fault of L&H or Holdings with regard to those claims.
Further, neither L&H nor Holdings, or any successor of either,
shall use any claim(s) assigned to it by the Baker Parties as a
basis for asserting claims against any one or more of the
individuals or entities further identified in the Stipulation.
(3) The Administrative Claim. To secure Holdings'
obligation to make the cash payment, Holdings consents to the
allowance in Holdings' chapter 11 case or in Holdings' chapter 7
case (subject to the approval of any trustee appointed therein)
in the event the cash is subsequently converted, or a claim (a)
for the benefit of the Baker Parties, (b) in the amount of
$1,000,000, and (c) having the priority of an administrative
expense claim. In addition, during the period between the date
that the Stipulation and Order is signed and the Satisfaction
Date, Holdings will make no payments on account of professional
fees until such time as the cash payment has been made to the
Baker Parties. Upon payment in full by Holdings of the cash
payment, the administrative expense claim shall be deemed
withdrawn. If L&H and Holdings do not make the cash payment on
or before the 90th day after the Effective Date, the
administrative expense claim shall commence thereafter to accrue
interest at the rate of 8% per annum.
(4) The Belgian Claim. Upon approval of this
Stipulation and Order by Judge Wizmur, (a) the Baker Parties
will advise the Curators in writing that, providing all terms
and conditions of this Stipulation and Order are satisfied, the
Belgian merger claim in the Belgian bankruptcy case shall be
deemed withdrawn with prejudice on the Satisfaction Date; and
(b) the Baker Parties and their counsel shall not oppose
confirmation or approval of any plan of liquidation for L&H and
Holdings proposed in the bankruptcy cases provided that such
plan is consistent with this Stipulation and Order; provided,
however, that the Baker Parties will not be barred from
objecting to the disclosure statement in connection with the
United States plan on the grounds, and to the extent, that such
document contains a material misstatement or omits to state a
material fact; and further provided, however, that the Baker
Parties and their counsel may take actions reasonably necessary
to collect or otherwise enforce the terms of the settlement
payment if that payment is not made as provided for in this
Stipulation and Order. In addition, upon approval of this
Stipulation by Judge Wizmur, (a) counsel for the Bakers and the
Baker Parties agree not to file an application for allowance of
a substantial contribution claim I n the bankruptcy cases or
otherwise seek similar relief; and (b) counsel for the Bakers
agrees to represent no other parties in interest in these
bankruptcy cases. Other than as provided herein, the Baker
Parties shall not commence any proceeding, oppose, or seek to
alter any provision of the United States plan or disclosure
statement, or any other document or motion filed in furtherance
or contemplation of confirmation or approval of either plan,
including, but not limited to, motions to sell any asset,
motions seeking estimation and/or allowance or disallowance of
claims for voting, distribution, and allowance purposes,
applications for allowance and payment of professional fees,
motions to assume or reject executory contracts and leases, and
motions relating to severance payments, or take any action that
is inconsistent with, or that would delay, approval or
confirmation of, the United States plan or disclosure statement.
(5) The Released and Not Released. Provided that all
terms and conditions of this Stipulation and Order are fulfilled
as of the Satisfaction Date, all claims arising before the
Satisfaction Date (other than the United States merger claims,
the Belgian merger claim, the other United States claims, and
any claim the Baker Parties may have to collect or otherwise
enforce the terms of the settlement payment) of the Baker
Parties, or any of their affiliates, subsidiaries, officers,
directors and agents against L&H and Holdings and (i) any of
their parents and subsidiaries (specifically excluding
Dictaphone Corporation), (ii) any of their officers and
directors that have served during the bankruptcy cases (but with
respect to officers and directors that have served both pre- and
postpetition date, not with respect to their prepetition date
activities), and (iii) agents that have served during the
bankruptcy cases, are hereby disallowed in their entirety and
expunged. The Baker Parties and any of their respective
parents, subsidiaries, officers, directors and agents shall have
no other claim against the L&H and Holdings releasees and hereby
waive any right to assert any additional claims against the L&H
and Holdings releasees arising before the Satisfaction Date;
provided, however, that nothing in this Stipulation and Order
will act to release, waive, discharge or otherwise satisfy, in
whole or in part, diminish or reduce any one or more of the
claims, rights, causes of action, actions, and suits for any and
all debts, dues, sums of money, accounts, reckoning, bonds,
bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments,
extents, executions, demands and liabilities whatsoever the
Baker Parties had, have or may have against: (a) S.G. Cowen
Securities Corp., Klynveld Peat Marwick Goerdeler
Bedrifsrevisoren, KPMG LLP, KPMG UK, KPMG International, any
other KPMG entity, or any current or former officer, director,
partner, or employee of S.G. Cowen Securities Corp., or any
KPMG entity; (b) Arthur Andersen, or any current or former
officer, director, partner, or employee thereof; (c) Falnders
Language Valley Fund, Flanders Valley Language Foundation, L&H
Investment Co., N.V., and any other entity similarly affiliated
with L&H and Holdings, other than L&H and Holdings and their
respective parents and subsidiaries; (d) Paul Behets; (e) Louis
Verbeke; (f) Mercator & Noordstar NV, Hanvit Bank, Shinhan Bank,
Chohung Bank, or Hana Bank, or any former officer, partner, or
employee of Mercator & Noordstar NV, Hanvit Bank, Shinhan Bank,
Chohung Bank or Hana Bank; (g) Brown Rudnick Freed & Gesmer,
P.C., or any former officer, partner or employee thereof (other
than in connection with acitivities solely during the bankruptcy
cases); (h) Carl Dammekens, Nico Willaert, Roel Pieper, Gaston
Bastiens, Jo Lernout, Pol Hauspie, Ellen Spooren, Fernand
Cloet, Jan Coens, Hubert Detemmerie, Alex Vieux, Gerard van
Acker, Bernard Vergnes, and Francis Vanderhoydonck; (i) Erwin
Vanderiescche, Dirk Cauwelier, and Marc G. H. Depauw (other than
in connection with activites solely during the bankruptcy
cases); (j) JuChul Seo (aka John Seo, Jo Cheol Suh, and Ju Cheol
Sea) and other former directors and officers of L&H Korea; (k)
Visteon Corporation or any predecessor, successor, officer,
director or employee thereof; (l) any former (as of this date)
accountant, bank, investment bank, lending institution,
financial institution, or financial advisor for any one or more
of the Debtors, whether or not specifically identified by name
in the Stipulation (other than in connection with activities
solely during the bankruptcy case); (m) any former (as of the
Stipulation date) officer, director or employee of any one or
more of the Debtors, whether or not specifically identified by
name in the Stipulation (other than in connection with
activities solely during the bankruptcy case); (n) any former
(as of the Stipulation date) lawyer or law firm of the Debtors,
whether or not specifically identified by name in the
Stipulation (other than in connection with activities solely
during the bankruptcy case); or (o) any individual or entity not
expressly released (by name or category) herein.
(6) Withdrawal of Motions. Provided that all terms and
conditions of this Stipulation and Order are fulfilled, the
Estimation Motion, Settlement Enforcement Motion, Rule 9019
Motion, and Conversion Motion shall each be withdrawn with
prejudice on the date on which the ScanSoft stock is delivered
to the Baker Parties.
(7) Withdrawal of Order and Appeals. Provided that all
terms and conditions of the Stipulation and Order are fulfilled,
(a) the Subordination Order is hereby deemed, as of the
Satisfaction Date, vacated in its entirety; (b) L&H and Holdings
and the Baker Parties will jointly seek, on or immediately after
the Satisfaction Date, an order from the District Court
dismissing with prejudice the Subordination Order Appeal in its
entirety; and (c) L&H and Holdings and the Baker Parties will
jointly file, on or immediately after the Satisfaction Date, a
stipulation dismissing all pending adversary proceedings with
prejudice. (L&H/Dictaphone Bankruptcy News, Issue No. 19;
Bankruptcy Creditors' Service, Inc., 609/392-0900)
LIBERTY OIL: Taps Jennings Capital to Seek Restructuring Offers
---------------------------------------------------------------
Liberty Oil & Gas Ltd. announces that the Company has opened up
a data room at the offices of its agent, Jennings Capital Inc.,
as part of the process to solicit restructuring offers by March
18, 2002.
The Directors of Liberty will review and approve a financial
restructuring plan from offers received, to present to its
shareholders and creditors under a Companies' Creditors
Arrangement Act Order granted February 25, 2002.
Firm, binding offers must be submitted to Jennings Capital Inc.
by noon, Monday, March 18, 2002. Further information may be
obtained be contacting Martin McGoldrick, Jennings Capital Inc.
at 292-0975or Rick Martin, Liberty Oil & Gas Ltd. at 543-8786.
Liberty's shares have been halted pending review by the Canadian
Venture Exchange. Before reinstatement will occur, an additional
press release will be issued.
MEMC ELECTRONIC: No Date Yet for Special Shareholders' Meeting
--------------------------------------------------------------
With the date yet to be decided, MEMC Electronic Materials, Inc.
will hold a special stockholders' meeting at the MEMC Learning
Center at 1613 E. Terra Lane, O'Fallon, Missouri 63366, for the
following purposes
1. To consider and vote upon the issuance of 260,000 shares
of Series A Cumulative Convertible Preferred Stock, warrants to
purchase 16,666,667 shares of common stock and the common stock
issuable on conversion of such preferred stock and exercise of
such warrants;
2. To consider and vote upon an amendment to the restated
certificate of incorporation authorizing a one-for-two reverse
split of its common stock;
3. To consider and vote upon an amendment to the restated
certificate of incorporation authorizing an increase in its
authorized capital stock from 200,000,000 shares of common stock
to 250,000,000 shares of common stock;
4. To consider and vote upon a future merger between MEMC
Electronic Materials, Inc. and TPG Wafer Holdings LLC in
connection with MEMC's debt restructuring; and
5. To transact such other business as may properly come
before the meeting and all adjournments thereof.
MEMC is a leading worldwide producer of silicon wafers for the
semiconductor industry. Silicon wafers are the fundamental
building block from which almost all semiconductor devices are
manufactured, such as are used in computers, mobile electronic
devices, automobiles, and other consumer and industrial
products. Headquartered in St. Peters, MO, MEMC operates
manufacturing facilities directly or through joint ventures in
every major semiconductor manufacturing region throughout the
world, including Europe, Japan, Malaysia, South Korea, Taiwan
and the United States.MEMC's liabilities eclipsed $1.5 billion
of reported assets on the Company's June 30, 2001 balance sheet,
following continued quarter-by-quarter operating attributed to
excess capacity, declining prices and interest expense.
MCLEODUSA: Committee Hires Chanin Capital for Financial Advice
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the chapter 11
case of McLeodUSA Inc., applies to the Court to employ Chanin
Capital Partners LLC as Financial Advisor, effective February
13, 2002.
Chanin has been involved in the framing of a Plan Support
Agreement, or PSA, between the Debtor and holders of its senior
discount notes and senior notes. The PSA provides for a
restructuring of the Debtor through a pre-negotiated Plan of
Reorganization, Desmund Shirazi, the Committee Chairman, says.
Mr. Shirazi says the Committee requires the services of a
capable and experienced financial advisory firm like Chanin to
advise it on strategic alternatives and evaluate the value of
the Plan for the Committee's constituents.
Chanin's involvement in negotiating the terms of the PSA, the
familiarity of its professionals with the Debtor's businesses
and their extensive experience in handling in and out-of-court
restructurings earned for it a unique qualification to be
engaged as financial advisor, Mr. Shirazi says.
Chanin is an investment banking firm providing a wide range of
services to financially distressed companies. It has represented
nearly every type of constituency in a restructuring, including
debtors, official committees and secured creditors.
In asking the Court to make the employment of Chanin effective
February 13, 2002, Mr. Shirazi says Chanin has analyzed and
reviewed the Plan and other matters, including the terms of the
interim DIP Financing, and negotiated the Plan during the period
immediately prior to and after the Petition Date in preparation
for its role as financial advisor.
Apart from the Committee's request to make Chanin's employment
retroactive February 13, 2002, the Committee also seeks Court
approval for reimbursing the Firm of fees and expenses incurred
during the period from the Petition Date to February 13, 2002.
Services
The Committee will turn to Chanin for:
(a) Analysis of the Company's operations, business strategy,
and competition in each of its relevant markets as well
as an analysis of the industry dynamics affecting the
Company;
(b) Analysis of the Company's financial condition, business
plans, capital spending budgets, operating forecasts,
management and prospects for its future performance;
(c) Financial valuation of the ongoing operations and/or
assets of Company;
(d) Assist the Committee in developing, evaluating,
structuring, negotiating and implementing the terms and
conditions of a Restructuring Transaction; and
(e) Perform such other services as may be required and are
deemed to be in the interests of the Committee in
accordance with the Committee's powers and duties as set
forth in the Bankruptcy Code.
Compensation
For representing the Noteholders prior to the Petition Date,
Chanin received a $525,383 retainer, which was used to pay fees
totaling $275,806 and reimburse $75,383 in expenses. Douglas
Martin, Chanin vice president, says the Firm proposes to apply
its postpetition fees and expenses against the remaining
$174,193 retainer on hand at the Petition Date.
As set forth in an Engagement Letter, Chanin will receive:
A. MONTHLY ADVISORY FEE: $150,000 in cash per month; and
B. DEFERRED FEE:
The deferred fee is equal to the greater of (y)
$1,500,000 or (z) the sum of: (i) 1% of total
consideration received by the holders of the Notes
in excess of 30% of the total debt but equal to or
less than 50% of total debt; plus (ii) 1.25% of
total consideration received by the holders of the
Notes in excess of 50% of total debt but equal to
or less than 60% of total debt. The deferred fee
shall be payable in cash on the effective date of a
restructuring transaction. The deferred fee shall
be reduced by an amount equal to 100% of the
monthly fees paid to Chanin.
C. EXPENSE REIMBURSEMENT:
Chanin will be entitled to monthly reimbursement
of reasonable out-of-pocket expenses, subject to a
$50,000 monthly cap.
Mr. Martin says the proposed fee arrangement is similar to
arrangements in other Chapter 11 cases in which Chanin has
rendered services. It is also reasonable in light of industry
practice, market rates, Chanin's professional experience and the
scope of work it is engaged to perform.
Relationships with Other Parties
Mr. Martin says Chanin maintains a database of cases in which it
was involved to avoid issues about conflicts of interest. It
also regularly communicates information to its professionals
over matters that might give rise to conflicts.
In connection with the Committee's engagement, Chanin researched
its client database for the past five years to determine whether
it had relationships with:
(a) The Debtor and their affiliates;
(b) The principal secured lenders to the Debtor;
(c) The principal unsecured creditors of the Debtor,
including certain of the Debtor's significant
bondholders;
(d) The Debtor's officers and directors; and
(e) Certain other actual or potential parties in
interest in the Debtor's case.
Mr. Martin discloses that Chanin has represented and currently
represents these entities in matters wholly unrelated to the
Debtor's Chapter 11 case:
A. Professionals retained by the Company
A.1. Houlihan Lokey Howard & Zukin
A.2. Milbank, Tweed, Hadley & McCloy
A.3. Skadden, Arps, Slate, Meagher & Flom
B. Noteholders
B.1. ABBEY National
B.2. Aegon USA Investment Management
B.3. Aegon Investment Management BV
B.4. AIG Global Investment Corp.
B.5. Appaloosa/Apaloosa
B.6. Bank of New York
B.7. Black Rock Financial Management
B.8. Conseco/Conseco Capital Management
B.9. Federated
B.10. Fidelity Investment(s)
B.11. Federated Investors Inc.
B.12. Franklin Templeton Group
B.13. Franklin Resources
B.14. Morgan Stanley Investment Management
B.15. Oaktree Capital Management/OCM
B.16. Pacific Investment Management Company (PIMCO)
B.17. Prudential
B.18. Putnam Investment(s)
B.19. ScudderKemper/Scudder Kemper
B.20. Trusco Capital
B.21. UBS/Union Bank of Switzerland
C. Trade Creditors
C.1. American Express
C.2. Ikon Office Solutions
C.3. Wells Fargo Financial Leasing
D. Equity Holders
D.1. Wellington Management Co. LLP
D.2. Alliant Energy Investments Inc.
E. Other
E.1. Bradford & Marzee
E.2. Morgan Stanley
E.3. Roxbury Capital
E.4. Merrill Lynch
Mr. Martin says Chanin will review periodically its files while
the Debtor's Chapter 11 case is pending and will file a
supplemental disclosure if any relationships are discovered or
arise. (McLeodUSA Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)
MOTIENT CORPORATION: E.D. Va. Court Okays Disclosure Statement
--------------------------------------------------------------
On March 1, 2002, Motient took another important step forward in
completing its financial restructuring. The U.S. Bankruptcy
Court for the Eastern District of Virginia has approved
Motient's (OTC Bulletin Board: MTNTQ) Disclosure Statement
describing its Amended Joint Plan of Reorganization. Motient
Corporation, the owner and operator of the nation's largest
wireless data network, anticipates that it will complete its
pre-negotiated restructuring and exit Chapter 11 soon after
April 25, 2002, the scheduled date of the court confirmation
hearing to approve the Plan.
Motient remains on its previously announced schedule to complete
its restructuring initiative during the Spring of 2002. It has
filed a Current Report on Form 8-K with the SEC containing its
Disclosure Statement and Plan of Reorganization, which can be
obtained from the SEC Web site.
The restructuring Plan will complete the pre-negotiated
bondholder agreement to eliminate $335 million in bondholder
debt and an associated $40 million in annual interest payments.
Under the terms of the Plan, bondholders will convert Motient's
senior notes to equity in the company.
"Our anticipated quick exit from bankruptcy and the elimination
of 100 percent of our bondholder debt, positions Motient for
long-term financial viability and success, and we are looking
toward profitability," said Walter Purnell, CEO of Motient.
"Throughout our restructuring we have focused on growing our
business through the expansion of our network and introduction
of new products, while continuing our commitment and service to
our customer base of more than 270,000 subscribers."
On or about March 7, 2002, all classes entitled to vote, were
sent ballots with Motient's Disclosure Statement which includes
the Plan as an exhibit. The deadline for voting on the Plan is
April 16, 2002, and the Confirmation Hearing is scheduled for
April 25, 2002.
Motient Corporation -- http://www.motient.com-- owns and
operates the nation's largest two-way wireless data network --
the Motient(TM) network -- and provides a wide-range of mobile
and Internet communications services principally to business-to-
business customers and enterprises. The company provides
eLink(SM) and BlackBerry(TM) by Motient two-way wireless email
services. Motient's wireless email services operate on the RIM
850 and RIM 857 Wireless Handhelds(TM) and Motient's MobileModem
for the Palm(TM) V series handhelds. Motient serves a variety of
markets including mobile professionals, telemetry,
transportation and field service, offering coverage to all 50
states, Puerto Rico and the U.S. Virgin Islands.
MUTUAL RISK: Ross Financial Discloses 5.5336% Equity Stake
----------------------------------------------------------
Ross Financial Corporation beneficially owns 2,311,100 shares of
the common stock of Mutual Risk Management, Ltd., which
represents 5.5336% of the outstanding common stock of the
Company. Ross Financial has the sole power to vote and/or
dispose of the entire stock cited above.
Mutual Risk Management offers alternative risk financing for
clients in the US, Canada, and Europe. Its programs, used for
multiple insurance lines, serve as an alternative to traditional
commercial insurance and allow its customers to assume their own
risk. It offers corporate risk management and is a channel
between producers of specialty business and reinsurers wanting
to write that business. Workers' compensation insurance makes up
more than 50% of its business; other segments offer specialty
brokerage (in Bermuda, North America, and Europe); the design,
underwriting, and brokering of risk plans for self-insurers
(including a rent-a-captive program); and mutual fund
administration.
* * *
As reported in the March 11, 2002, edition of the Troubled
Company Reporter, Mutual Risk Management Ltd. (NYSE:MM) has
signed a definitive agreement with The BISYS Group Inc., for the
sale of its fund administration business, Hemisphere Management
Ltd. Pursuant to the agreement the Company expects to receive
cash proceeds from the sale of approximately $110 million and to
report a gain on the sale of approximately $100 million after-
tax. Completion of the transaction is subject to regulatory
approval and other usual terms and conditions. The proceeds of
the sale will be used to repay indebtedness and the Company's
banks and debenture holders have approved the transaction.
In addition, Mutual Risk also announced that it has retained
Greenhill & Co., LLC, an independent global merchant banking
firm, to assist in developing a restructuring of its balance
sheet.
PACIFIC GAS: Overview of Second Amended Plan of Reorganization
--------------------------------------------------------------
The hallmarks of the Second Amended Plan of Reorganization
proposed by Pacific Gas and Electric Company and PG&E Corp., as
explained in a 300-page Second Amended Disclosure Statement,
remain:
(1) paying all valid claims in full without selling assets or
asking the Bankruptcy Court to raise rates or the state for
a bailout,
(2) the separation of PG&E's operations into four lines of
business based on the Debtor's historical functions: retail
gas and electric distribution, electric transmission,
interstate gas transmission, and electric generation, to be
taken up by the Reorganized Debtor and the three newly
created limited liability companies ETrans LLC, GTrans LLC
and Electric Generation LLC (Gen), respectively.
Major amendments in the Second Amended Disclosure Statement
include:
(1) Elimination of provisions for express preemption of State
Law and reliance on implied preemption to preempt only those
laws necessary to effectuate the plan;
(2) New section on Asset Valuation;
(3) Change in provision regarding land associated with the
Hydroelectric Business.
(4) Certain amendments in the treatment of claims.
* * *
As a result of the restructuring, the electric transmission,
interstate gas transmission and electric generation businesses
will be under the exclusive ratemaking jurisdiction of the FERC
after the Effective Date. The gas and electric distribution
business will remain under the jurisdiction of the CPUC.
The Reorganized Debtor has also created a corporation, Newco
Energy Corporation, to hold the membership interests of ETrans,
GTrans. Gen will ultimately declare and pay a dividend of all of
the outstanding commonn stock of Newco to the Parent. In
addition, the Debtor may create direct or indirect subsidiaries
of Newco to hold other assets and may create additional entities
as deemed appropriate.
The Debtor's current generation business, the Hunters Power
Plant and Humboldt Bay Power Plant will remain with the
Reorganized Debtor because the Hunters Point Power Plant will be
shut down and the Humboldt Bay Power Plant includes a small,
non-operating nuclear power facility that is now in the early
stages of decommissioning. Additionally, the Debtor currently
owns three small hydroelectric projects that are not subject to
FERC operating licenses because the FERC has disclaimed
mandatory licensing jurisdiction over these projects. Two of
these projects, Lime Saddle and Coal Canyon will be retained by
the Reorganized Debtor, subject to existing regulatory
jurisdiction. The Hamilton Branch, will be transferred to Gen or
a subsidiary of Gen and will be incorporated within its FERC
license application for the Upper North Fork Feather River
Project, thus to be fully subject to FERC jurisdiction.
Specifically, the Debtor will transfer to ETrans substantially
all of the approximately 18,650 circuit miles of electric
transmission lines and cables located in California. The
transmission lines and facilities licensed as part of the FERC-
licensed hydroelectric projects will not be transferred to
ETrans. ETrans will transfer to the Debtor an estimated $400
million in cash resulting from the issuance of New Money Notes
and approximately $650 million in Long-Term Notes.
The GTrans Assets will be transferred to GTrans and GTrans will
transfer to the Debtor an estimated $400 million in cash
resulting from the issuance of New Money Notes and approximately
$500 million in Long-Term Notes. GTrans will also assume
executory contracts assigned to it pursuant to the Plan.
The Gen Assets will be transferred to Gen and its subsidiaries.
Gen will transfer to the Debtor an estimated $850 million in
cash resulting from the issuance of New Money Notes,
approximately $1.25 billion in Long-Term Notes and $300 million
in QUIDS Notes. Gen will also assume and establish a rights
plan.
The cash transferred by ETrans, GTrans and Gen will be placed in
a segregated account and drawn upon proportionately, as the
first source of cash payments to holders of Allowed Claims. If
the amount of cash held by the Debtor as of the Effective Date,
after giving effect to the amount of Claims, is greater than
that upon which the Plan is based, the amount of cash to be paid
by ETrans/GTrans to the Debtor may be reduced.
In connection with the restructuring, the Debtor is seeking or
intends to seek approval from the following governmental
agencies:
* the FERC
- as the implementation of the Plan affects ETrans pursuant to
Sections 8, 203, 204, 205 and 305(a) of the FPA. (The Debtor
submitted applications on November 30, 2001.)
* SEC
- for the acquisition of the ETrans and Gen membership
interests pursuant to Section 9(a)(2) of PUHCA. In
connection with the Debtor's interim ownership of two public
utility companies prior to Debtor's dividend of the Newco
common stock to the Parent, the Parent, the Debtor and Newco
submitted an application and/or declaration to the SEC on
January 31, 2002.
* Other Federal Agencies for the transfer of permits, rights-of-
way etc.
* Other State and Local Agencies for the transfer or reissuance
of various permits and licenses in connectionn with the
transfer and operation of the ETrans and Assets.
The Proponents maintain that approval of the CPUC to transfer
many of the assets to ETrans and its subsidiaries or affiliates
is not required in connection with the confirmation of the Plan
because the Bankruptcy Code preempts such state law.
* * *
Subject to section 1129(a)(4) and other provisions of the
Bankruptcy Code, to the extent applicable, as of the
Confirmation Date the Debtor may reimburse the Parent for any
and all fees and expenses of professional persons incurred by
the Parent in connection with the preparation of the Disclosure
Statement and the Plan and the prosecution, implementation and
consummation of the Plan. On a montly basis thereafter, the
Debtor will reimburse the Parent for any and all fees and
expenses of professional persons incurred by the Parent in
connection with the Disclosure Statement and the consummation of
the Plan. The Parent currently estimates that it will seek
reimbursement for fees and expenses totaling between $120
million and $150 million. (Pacific Gas Bankruptcy News, Issue
No. 26; Bankruptcy Creditors' Service, Inc., 609/392-0900)
PHASE2MEDIA: Court Extends Plan Filing Exclusivity to March 26
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gives Phase2Media, Inc., until March 26, 2002 to file a plan of
reorganization and until May 28, 2002 to solicit acceptances of
that plan. From now until March 26, the Debtor has the
exclusive right to propose and file a plan of reorganization.
The Debtor tells the Court that it met with the Creditor's
Committee to discuss the progress of this case and decided that
a confirmation of a plan will maximize the value of the assets
for the creditors. The Debtor relates that it has been actively
involved in collecting its accounts receivables and is promptly
filing its schedules of assets and liabilities.
Phase2Media, Inc., an online advertising, sales and marketing
company, filed for Chapter 11 protection on July 18, 2001.
Harold D. Jones, Esq., at Gersten Savage & Kaplowitz, represents
the Debtors in their restructuring effort. When the Company
filed for protection from its creditors, it listed $18,057,000
in assets and $19,672,000 in debts.
PHYCOR INC: Obtains Court Approval to Engage KPMG as Auditors
-------------------------------------------------------------
Phycor, Inc. and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the Southern
District of New York to employ and retain KPMG LLP as their
accountants, tax and financial advisors, and auditors in their
chapter 11 cases.
KPMG LLP is expected to provide:
a) Accounting and Auditing Services
i) Audit and review examinations of the financial
statements of the Debtors as may be required from
time to time;
ii) Analysis of accounting issues and advice to the
Debtors' management regarding the proper
accounting treatment of events;
iii) Assistance in the preparation and filing of the
Debtors' financial statements and disclosure
documents required by the Securities and Exchange
Commission;
iv) Assistance in the preparation and filing of the
Debtors' registration statements required by the
Securities and Exchange Commission in relation to
debt and equity offerings; and
v) Performance of other accounting services for the
Debtors as may be necessary or desirable.
b) Tax Advisory Services
i) Review of and/or assistance in the preparation and
filing of any tax returns;
ii) Advice and assistance to the Debtors regarding tax
planning issues, including assistance in
estimating net operating loss carryforwards,
international taxes, and state and local taxes;
iii) Assistance regarding transaction taxes, state and
local sales, and use taxes;
iv) Assistance regarding tax matters related to the
Debtors' pension plans;
v) Assistance regarding real and personal property
tax matters, including review of real and personal
property tax records, negotiation of values with
appraisal authorities, preparation and
presentation of appeals to local taxing
jurisdictions, and assistance in litigation
of property tax appeals;
vi) Assistance regarding any existing or future IRS,
state, and/or local tax examinations; and
vii) Other consulting, advice, research, planning, or
analysis regarding tax issues as may be requested
from time to time.
c) Financial Advisory Services
i) Assistance in the preparation and/or review of
reports or filings as required by the Bankruptcy
Court or the Office of the United States Trustee,
Including schedules of assets and liabilities,
statement of financial affairs, mailing matrix,
and monthly operating reports;
ii) Review of and assistance in the preparation of
financial information for distribution to
creditors and other parties-ininterest, including
analyses of cash receipts and disbursements,
financial statement items and proposed
transactions for which Bankruptcy Court approval
is sought;
iii) Assistance with analysis, tracking, and reporting
regarding cash collateral and any debtors-in-
possession financing arrangements and budgets;
iv) Assistance with implementation of bankruptcy
accounting procedures as required by the
Bankruptcy Code and generally accepted accounting
principles;
v) Evaluation of potential employee retention and
severance plans;
vi) Assistance with identifying and implementing
potential cost containment opportunities;
vii) Assistance with identifying and implementing asset
redeployment opportunities;
viii) Analysis of assumption and rejection issues
regarding executory contracts and leases;
ix) Assistance in preparing business plans and
analyzing the business and financial condition of
the Debtors;
x) Assistance in evaluating reorganization strategy
and alternatives available to the Debtors;
xi) Review and critique of the Debtors' financial
projections and assumptions;
xii) Preparation of enterprise, asset, and liquidation
valuations;
xiii) Assistance in preparing documents necessary for
confirmation, including financial and other
information contained in the plan of
reorganization and disclosure statement;
xiv) Advice and assistance to the Debtors in
negotiations and meetings with bank lenders,
creditors, and any formal or informal committees;
xv) Advice and assistance on the tax consequences of
proposed plans of reorganization, including
assistance in the preparation of Internal Revenue
Service ruling requests regarding the future tax
consequences of alternative reorganization
structures;
xvi) Assistance with claims resolution procedures,
including analyses of creditors' claims by type
and entity and maintenance of a claims database;
xvii) Litigation consulting services and expert witness
testimony regarding avoidance actions or other
matters; and
xviii) Other such functions as requested by the Debtors
or their counsel to assist the Debtors in their
business and reorganization.
KPMG LLP's compensation will be based upon the hours actually
expended by each assigned professional at each professional's
hourly billing rate:
Accounting and Tax Advisory:
Partners $450 - $550 per hour
Directors/Senior Managers $350 - $450 per hour
Managers $250 - $350 per hour
Associates/Paraprofessionals $150 - $250 per hour
Financial Advisory:
Partners $425 - $525 per hour
Managing Directors/Directors $375 - $400 per hour
Senior Managers/Managers $275 - $375 per hour
Senior/Staff Consultants $140 - $250 per hour
Paraprofessionals $100 per hour
Phycor Inc., a medical network management company, filed for
chapter 11 protection on January 31, 2002. Kayalyn A. Marafioti,
Esq. at Skadden, Arps, Slate, Meagher & Flom LLP represents the
Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed total assets of
$28,851,499 and total debts of $338,443,734.
PINNACLE HOLDINGS: May Not Make Payment on Conv. Notes on Friday
----------------------------------------------------------------
Pinnacle Holdings Inc. (Nasdaq: BIGT) announced that the
previously announced forbearance agreement that it and its
subsidiaries, including Pinnacle Towers Inc., entered into on
November 16, 2001, as amended on December 12, 2001 and February
6, 2002 with the lenders under their senior credit facility was
extended to April 12, 2002, during which period the lenders
agree not to exercise remedies available to them as a result of
Pinnacle's non-compliance with certain covenants under its
senior credit facility.
The amended and restated forbearance agreement entered into
continues to: (1) eliminate Pinnacle Tower's ability to make
additional draws under the senior credit facility; (2) restrict
the amount of money that can be invested in capital expenditures
by Pinnacle Towers; (3) limit Pinnacle Tower's ability to incur
additional debt; and (4) limit Pinnacle Tower's current ability
to distribute funds to Pinnacle Holdings in connection with
Pinnacle Holdings 5.5% Convertible Subordinated Notes.
While Pinnacle Towers believes it has adequate financial
resources to fund its current operating expenses, as a result of
the agreements with the senior lenders, Pinnacle Holdings will
not have sufficient funds to make the upcoming interest payment
on Pinnacle Holding's Convertible Notes on March 15, 2002 to
bondholders as of March 1, 2002. If such payment is not made
within 30 days of when due, then, subject to the terms of the
governing indenture, the holders of 25% in principal amount of
the Convertible Notes may be able to declare the $200 million
principal amount of the Convertible Notes, together with accrued
and unpaid interest, immediately due and payable. If the
Convertible Note holders or, upon expiration of the forbearance
agreement, the bank lenders, were to accelerate the maturity of
amounts due under the Convertible Notes or Pinnacle Tower's
senior credit facility, respectively, Pinnacle's 10% Senior
Discount Notes due 2008 may subsequently become payable. If any
of such debt becomes payable, Pinnacle Holdings and Pinnacle
Towers would not have sufficient funds to immediately repay the
indebtedness of theirs that is so payable, and one or both of
them could have to seek to reorganize its indebtedness under
Chapter 11 of the Bankruptcy Code.
Pinnacle Towers currently believes that it will need to make
further progress towards deleveraging its capital structure in
order to obtain additional forbearance extensions it will likely
need. Pinnacle Holdings believes it will likely have to attract
additional capital in order to be able permanently amend the
senior credit agreement. Pinnacle Holdings has been actively
seeking additional capital and considering ways to deleverage
its capital structure with the assistance of its advisors. As
previously disclosed, and based on the feedback that Pinnacle
Holdings has received in response to its capital raising efforts
to date, raising additional capital at this time would likely
not be possible, without significantly restructuring such
indebtedness. Such restructuring can take significant time to
negotiate and implement and will likely have to be implemented
by means of a reorganization under chapter 11 of the U.S.
Bankruptcy Code. Any such debt restructuring may result in
holders of Pinnacle Holding's common stock and Convertible Notes
receiving de minimus interests in Pinnacle Holdings, if any.
There can be no assurance that Pinnacle Tower's lenders will
further extend their forbearance agreement. Pinnacle Holdings
has initiated discussions with its bondholders to work
collectively with it in order to address its capital structure
challenges.
Pinnacle is a leading provider of communication site rental
space in the United States and Canada. At December 31, 2001,
Pinnacle owned, managed, leased, or had rights to in excess of
4,400 sites. Pinnacle is headquartered in Sarasota, Florida. For
more information on Pinnacle visit its Web site at
http://www.pinnacletowers.com
POLAROID CORP: Wants Lease Decision Period Extended to Sept. 11
---------------------------------------------------------------
Polaroid Corporation, and its debtor-affiliates say that the
majority of their remaining leases are for properties they use
to operate corporate offices, sales offices and warehouse space.
These assets of their estates are integral to their continued
operations as they seek to reorganize.
Accordingly, the Debtors ask the Court to further extend the
deadline through and including the earlier of:
(a) September 11, 2002, or
(b) the date of confirmation of the Debtors' plan of
reorganization.
Mark L. Desgrosseilliers, Esq., at Skadden, Arps, Slate, Meagher
& Flom, in Wilmington, Delaware, assures the Court that the
extension will not prejudice the lessors as each lessor has the
right to ask the Court to shorten the Extension Period and
specify a period of time in which the Debtors must determine
whether to reject or assume a Lease.
Mr. Desgrosseilliers informs Judge Walsh that for the unexpired
leases that are not vital for the Debtors' ongoing operation,
the Debtors have considered some of them to be "below market"
leases that may yield value to the estates through assumption
and assignment to third parties. However, Mr. Desgrosseilliers
notes that the Debtors has not fully reviewed them and cannot
determine by the current lease decision deadline of March 11,
2002 which leases to be assumed, assigned or rejected.
Furthermore, Mr. Desgrosseilliers asserts that the timing of a
lease assumption, assignment or rejection depends largely on the
Debtors' plans for the future. At this point, Mr.
Desgrosseilliers notes, it is still impossible for the Debtors
to determine the part each lease will play in the Debtors'
business going forward.
Pursuant to section 365(d)(4) of the Bankruptcy Code, Mr.
Desgrosseilliers tells the Court that the factors militating in
favor of an extension for cause are:
(a) the case is large and complex;
(b) the leases are primary assets of the Debtors; and
(c) the lessors continue to receive post-petition rental
payments.
The Court will convene a hearing to consider the Debtors'
request on April 5, 2002. By application of Del.Bankr.LR 9006-
2, the deadline by which the Debtors must make decisions about
lease dispositions is automatically extended through the
conclusion of that hearing. (Polaroid Bankruptcy News, Issue No.
12; Bankruptcy Creditors' Service, Inc., 609/392-0900)
PSINET: Proposes Allocation of Proceeds from Canadian Asset Sale
----------------------------------------------------------------
PSINet, Inc., and its debtor-affiliates move the Court for entry
of an Order:
(1) approving the value of the PSI US Pool in the amount of
US$7,150,000; and
(2) approving the allocation between the U.S. Debtors, on the
one hand, and the Canadian Debtors, on the other, of the
Sale Proceeds.
The sale of the Debtors' Canadian asset to Telus for
approximately US$77 million as jointly approved by the U.S.
Court and the Canadian Court pursuant to the Cross-Border
Protocol has closed for months. Pursuant to the Protocol,
allocation of Sale Proceeds among, on the one hand, the four
selling Canadian Debtors, and on the other, the two U.S. Debtors
involved in the Sale, is among the Cross-Border Matters to be
heard jointly by both Courts.
The CCAA Plan filed by the Canadian Debtors in the CCAA
Proceedings, which is analogous to a plan of reorganization
under Chapter 11, provides for payment to the U.S. Debtors of US
$7,150,000 (the PSI US Pool). The CCAA Plan identifies this
amount as representing the portion of the net cash proceeds from
the Sale allocable to the sale of the U.S. Debtors' property
interests to Telus.
After consultation with their advisors, the Debtors have
determined that the U.S. Debtors' allocation amount of
US$7,150,000 proposed in the CCAA Plan is a reasonable
allocation of the Sale price to assets transferred from the U.S.
Debtors in the Sale - specifically, IRUs located in the United
States and transferred from PSINetworks Company, and
telecommunications equipment transferred from PSINet. In
particular, the Debtors have reviewed a valuation report by
PricewaterhouseCoopers LLP, which the Debtors understand the
Canadian Debtors considered in determining the amount of the PSI
US Pool proposed in the CCAA Plan. The PwC Report concluded that
the value of the assets transferred from the U.S. Debtors in
connection with the Sale represented approximately 9.4 percent
of the $75,500,000 cash consideration paid by Telus.
Further, the Debtors are informed that the Committee has
reviewed the CCAA Plan and the proposed allocation scheme and
supports both.
The Debtors believe it is an exercise of reasonable business
judgment to agree to the proposed allocation not only because
the allocation is reasonable in the Debtors' business judgment,
but also because such approval will further the resolution of
the Debtors' interests in the CCAA Proceedings. The requested
relief is similarly sought in the Canadian Court.
On March 14, 2002, the Canadian Court will hold a sanction
hearing at which time the Canadian Debtors will ask the Canadian
Court to "confirm" the CCAA Plan which incorporates the proposed
allocation scheme with respect to the Sale Proceeds.
Approval of the proposed allocation by the U.S. Court is a
condition precedent to the approval and implementation of the
CCAA Plan, which, in addition to establishing the allocation of
the Sale Proceeds, provides for distribution of the Canadian
Debtors' share of the Sale Proceeds, and cash proceeds from the
sale of the Canadian Debtors' remaining assets, to the Canadian
Debtors' creditors. Because PSINet is by far the largest
creditor of the Canadian Debtors (due to substantial
intercompany debt), fulfillment of the conditions precedent to
approval and implementation of the CCAA Plan, resulting in
PSINet's collection of its substantial share of distributions
under the CCAA Plan, is in the interest of PSINet's estate and
its creditors.
In order to further the Debtors' interests in the CCAA
Proceedings, the Debtors submit that approval of the value of
the PSI US Pool in the amount of US$7,150,000 and approval of
the allocation of the Sale Proceeds is appropriate and
necessary.
The allocation amount owing the U.S. Debtors will be placed in
an interest bearing account with the U.S. Debtors pending
further orders of the U.S. Court.
The Debtors make it clear that by this Motion, they are not
attempting to allocate or distribute the Sale Proceeds as
between the U.S. Debtors at this time. Allocation of the Sale
Proceeds between U.S. Debtors is not a Cross-Border Matter and
is not a condition precedent to the approval and implementation
of the CCAA Plan.
By this motion, the Debtors request that the U.S. Court enter an
order, pursuant to Sections 105 and 363 of the Bankruptcy Code,
and Rules 2002(a) and 6004(a) of the Bankruptcy Rules,
(i) approving the proposed value of PSINet and PSINetworks
Company's share of the net cash proceeds from the sale of
the assets of the Canadian business to Telus Corporation in
the amount of US$7,150,000 and
(ii) approving the allocation between PSINet and PSINetworks
Company (collectively, the U.S. Debtors), on the one hand,
and PSINet Limited, PSINetworks Canada Limited, PSINet
Realty Canada Limited, and Toronto Hosting Centre Limited
(collectively, the Canadian Debtors), on the other, of the
net cash proceeds from the Sale, as proposed in the
Consolidated Plan of Compromise or Arrangement of the
Applicants (CCAA Plan) submitted by the Canadian Debtors
before the Ontario Superior Court of Justice in Toronto,
Canada. (PSINet Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 609/392-0900)
RESORTS INT'L: S&P Assigns B Rating to Proposed $175MM Notes
------------------------------------------------------------
On March 7, 2002, Standard & Poor's assigned its single-'B'
corporate credit rating to Resorts International Hotel and
Casino Inc. as well as a single-'B' rating to the Atlantic City,
N.J.-based company's proposed $175 million first mortgage notes
due 2009. These securities are expected to be privately placed
under Rule 144A.
Proceeds from the notes, along with an equity contribution from
the owners, will be used to help refinance amounts outstanding
under the company's existing bank facility and help fund
construction of a 459-room hotel tower and casino expansion.
The outlook is stable.
Ratings reflect Resorts International's narrow business focus,
small cash flow base, competitive market conditions,
construction risks associated with the planned expansion, and
weak credit measures. These factors are mitigated somewhat by
the property's niche market position, recent improved operating
results, and the expectation that the proposed hotel tower will
further improve operations due to the high demand for hotel
rooms in the market.
Resorts International owns and operates Resorts, a hotel and
casino in Atlantic City. The facility features about 2,500 slot
machines, 74 table games, and 645 hotel rooms. Revenues and
EBITDA approximate $240 million and $30 million, respectively.
Resorts is one of 12 casino properties in Atlantic City. Despite
being one of the oldest and smallest properties there, operating
performance over the past few years has significantly improved
because of new property-level management that refined marketing
programs, lowered the slot hold percentage, and repositioned the
property to focus more on day-trip customers than on bus
patrons.
While this strategy is expected to continue to provide
relatively stable operating results in the near term, the
competitive landscape is likely to change significantly over the
next few years with the opening of Borgata in mid-2003 and
expansions at Harrah's, the Tropicana, and Showboat. Mitigating
this capacity expansion is the market's current shortage of
hotel rooms relative to customer demand.
To better position the property for the capacity entering the
market, the company has outlined an approximately $107 million
expansion (including furniture, fixtures, and equipment
financing), which will include a 469-room hotel tower and casino
expansion. While construction risks exist, management expects to
sign a guaranteed maximum price contract for 100% of the hard
costs and has budgeted an approximately $8.5 million contingency
to cover cost overruns to mitigate these risks. Construction
disruptions are not expected to be material, since 90% of the
gaming space will remain open.
EBITDA rose to $31 million in 2001, up about 29% from 2000,
despite the slowing economy and the impact from the events of
Sept. 11, 2001. Slot revenues increased 7%, and table games
revenue increased over 2.5%. Pro forma for the proposed note
issue, total debt to EBITDA is more than 6 times, and EBITDA
coverage of interest expense is less than 1.5x. However, ratios
are expected to improve significantly in 2004 when the expansion
comes on line. Pro forma financial flexibility is adequate, with
$8 million in excess cash and $10 million available from an
expected revolving credit facility.
Outlook
Ratings stability reflects the expectation that the company will
maintain its niche market position and that existing operations
will provide adequate liquidity to fund operations until the
expansion is completed in mid-2004.
RITE AID: Will Issue $150MM Sr. Notes to Class Action Plaintiffs
----------------------------------------------------------------
Rite Aid Corporation, certain directors, its former chief
executive officer Martin Grass, its former president Timothy
Noonan, its former chief financial officer Frank Bergonzi, and
its former auditor KPMG LLP were named as defendants in a number
of lawsuits, most of which purport to be class actions, brought
on behalf of stockholders who purchased Rite Aid's securities on
the open market between May 2, 1997 and November 10, 1999. Most
of the complaints asserted claims under Sections 10 and 20
of the Securities Exchange Act of 1934, based upon the
allegation that Rite Aid's financial statements for fiscal 1997,
fiscal 1998 and fiscal 1999 fraudulently misrepresented the
Company's financial position and results of operation for those
periods. All of these cases were consolidated in the United
States District Court for the Eastern District of Pennsylvania.
On November 8, 2000, certain of the defendants in this action,
including Rite Aid and its outside director defendants, entered
into a memorandum of understanding setting forth a global
resolution of the claims in the class action lawsuits pending in
the District Court and in the Delaware Court of Chancery. The
non-settling defendants are Frank Bergonzi, Martin Grass,
Timothy Noonan and KPMG. Thereafter, on December 19, 2000, the
parties to the memorandum of understanding entered into a
stipulation and agreement of settlement.
The terms of the Settlement, inter alia, contemplate that, Rite
Aid will pay $43,500,000 in cash, which will be fully funded by
its officers' and directors' liability insurance. In addition,
the Company is required to issue to the plaintiffs 20,000,000
shares of its common stock, valued over a 10-day trading period
in January 2002. The valuation determined was less than $7.75
per share. In accordance with the terms of the Settlement, if
the value determined was less than $7.75 per share, Rite Aid has
the option to deliver any combination of common stock, cash and
notes, with a total value of $149,500,000. As additional
consideration for the Settlement, Rite Aid has assigned to the
plaintiffs all of its claims against the above named executives
and KPMG LLP.
On December 20, 2000, the District Court preliminarily approved
the Settlement, set a hearing as to the fairness, reasonableness
and adequacy of the Settlement for April 6, 2001, and authorized
notice of the proposed Settlement to be sent to all class
members. The notice informed class members of their rights
including their rights to object to the proposed Settlement and
pursue their claims separately. The hearing occurred on April 6,
2001.
On June 8, 2001, the District Court issued a memorandum and
order, declining to approve the Settlement. The District Court
found that the "economic aspects" of the settlements "have great
merit and manifestly benefit the Class and Rite Aid," but that
the proposed bar orders were unacceptable. Leave was granted to
the settling parties to submit revised settlement stipulations
by June 25, 2001. Prior to June 25, 2001, the settling parties
submitted revised settlement stipulations in accordance
with the District Court's order. On August 17, 2001, the
District Court issued a revised order of final judgment and
dismissal, overruling objections that were filed and approving
the revised Settlement, including the revised bar order.
Thereafter, also on August 17, 2001, the case was
dismissed with prejudice as to the settling parties and without
prejudice as to the non-settling parties. In September 2001,
certain non-settling parties appealed the District Court's
orders. The appeals are before the U.S. Court of Appeals for the
Third Circuit, and oral argument is scheduled for April 2002.
In accordance with the terms of the Settlement, as approved by
the District Court, Rite Aid will issue to the plaintiffs the
Cash Consideration and Senior Secured Notes due March 15, 2006
having an aggregate principal amount of $149,500,000 and bearing
interest at
(i) up to and including the date of the resolution of the
Appeals, the Initial Floating Interest Rate (as defined in the
Indenture), and
(ii) following the date of the resolution of the Appeals,
the Reset Interest Rate (as defined in the Indenture), pursuant
to an indenture between Rite Aid and BNY Midwest Trust Company,
as trustee, to be dated upon effectiveness of the Company's
Application filed recently with the SEC.
The Notes will be issued by Rite Aid and held in escrow by First
Union National Bank, as escrow agent, pending the resolution of
the Appeals and the determination of the Reset Interest Rate.
Rite Aid is relying upon the exemption set forth in Section
3(a)(10) of the Securities Act of 1933, as amended, as the basis
for the issuance of the Notes pursuant to the Indenture without
registration under the Act.
The nation's #3 drugstore chain (behind #1 Walgreen and #2 CVS),
Rite Aid runs about 3,600 drugstores in 30 states and
Washington, DC. Rite Aid stores fill prescriptions (accounting
for about 60% of sales) and sell health and beauty products,
convenience foods, and other items, including more than 1,500
private-label products. Rite Aid also owns 14% of drugstore.com.
A host of troubles, capped off by the restatement of more than
$1 billion in inflated profits over a two-year period, has led
the company to split with the founding Grass family. It also
curtailed its acquisitive ways and sold its health care
provider, PCS Health Systems, to pare down debt.
DebtTraders reports that Rite Aid Corporation's 7.700% bonds due
2027 (RITEA4) are trading between 68 and 72. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=RITEA4for
real-time bond pricing.
SAFETY-KLEEN: Receives Open-Ended Extension of Removal Period
-------------------------------------------------------------
Safety-Kleen Corp., and its subsidiaries and affiliates obtained
Judge Walsh's approval extending further the time period
within which the Debtors may remove proceedings pending as of
the commencement of these cases.
More specifically, the time by which the Debtors may file
notices of removal with respect to any pending Actions be
extended to the earlier to occur of (a) the date on which a
reorganization plan(s) is (are) confirmed in these bankruptcy
cases or (b) 30 days after entry of an order terminating the
automatic stay with respect to any particular Action sought to
be removed.
SAFETY-KLEEN: Court Okays Chemical Asset Sale Bidding Procedures
----------------------------------------------------------------
Safety-Kleen Corp., announced that on March 8, 2002, the U.S.
Bankruptcy Court approved the bidding and auction process for
the sale of the Company's Chemical Services Division.
On Feb. 25, 2002, Safety-Kleen announced that the Company had
reached a definitive agreement with Clean Harbors, Inc. (Nasdaq:
CLHB), to acquire the CSD. Pursuant to the terms of that
agreement, Clean Harbors would purchase the Division from
Safety-Kleen for $46.3 million in cash and the assumption of
certain liabilities, including environmental liabilities valued
at approximately $265 million.
Under the bidding procedures approved by the Bankruptcy Court,
any party interested in purchasing the CSD must submit a
qualified bid by May 30, 2002, in order to be considered. If
one or more qualified bids are received, an auction will be
held.
"We are pleased that the court has approved the bidding process
for the CSD sale," said Safety-Kleen Chairman, CEO and President
Ronald A. Rittenmeyer. "This action will allow us to continue
to move forward with our efforts to sell the Division."
Based in Columbia, SC, Safety-Kleen Corp. is the largest
industrial and hazardous waste management company in North
America, serving more than 400,000 customers in the United
States, Canada, Mexico and Puerto Rico. Safety-Kleen Corp. is
currently under Chapter 11 bankruptcy protection, which it
entered into voluntarily on June 9, 2000.
SCHUFF INT'L: Weak Financial Profile Spurs S&P to Revise Outlook
----------------------------------------------------------------
On March 7, 2002, Standard & Poor's revised its outlook on
Schuff International Inc., a provider of fully integrated steel
construction services, to negative from stable. At the same
time, Standard & Poor's affirmed its 'B+' long-term corporate
credit rating on Phoenix, Arizona-based Schuff.
The outlook revision reflects the company's weakened financial
profile amid challenging industry fundamentals in the commercial
and industrial construction sectors.
The company's significantly weaker-than-expected operating
performance in its recent fourth quarter led to bank covenant
violations, which required waivers. Credit measures are expected
to weaken in the near term due to anticipated soft markets
during the first half of 2002. In addition, the company is
currently in the process of amending its 2002 covenant
requirements in its bank credit agreement.
The ratings reflect Schuff's participation in highly
competitive, cyclical, and fragmented markets, combined with an
aggressive financial profile, which offsets its strong local
market positions.
As a result of weak market conditions, sales dropped by about
16% and EBITDA declined about 30% for fiscal 2001, compared with
fiscal 2000. Operating results have been negatively affected by
the weak U.S. economy, reduced activity in the commercial and
industrial construction businesses, and increased pricing
pressures, in particular in the steel fabrication and joists
businesses. In response to weak market conditions, the company
has implemented aggressive cost-cutting initiatives, reduced
overhead and focused on working capital management. These
measures, combined with the company's relatively healthy backlog
at about $161 million at Dec. 31, 2001 (compared with about $130
million at Dec. 31, 2000), should lead to improved performance
in late 2002 and beginning of 2003.
Nonetheless, current credit measures are weak with total debt to
EBITDA of about 4.0 times and EBITDA interest coverage of about
2.2x at Dec. 31, 2001. In addition, the company's financial
flexibility is limited with only a $15 million revolving credit
facility and about $4.5 million in cash as of Dec. 31, 2001,
compared with cash balances of about $11 million at Dec. 31,
2000. Standard & Poor's expects the company to successfully
amend its credit facility and maintain access to its bank
revolving credit facility.
Standard & Poor's expects the company's credit measures to
fluctuate over the business cycle, with total debt to EBITDA
ranging between 3.0x-4.0x and EBITDA interest coverage in the
2.0-3.0x range.
Outlook
If it appears that operating improvements will be delayed,
resulting in significantly weaker credit protection measures and
reduced financial flexibility, the ratings could be lowered.
SENIOR HOUSING: Fourth Quarter Revenues Triples to $74 Million
--------------------------------------------------------------
Senior Housing Properties Trust (NYSE: SNH) announced its
financial results for the quarter and year ended December 31,
2001:
Quarter Ended Year Ended
December 31, December 31,
2001 2000 2001 2000
---- ---- ---- ----
Total revenues $ 74,132 $ 23,085 $279,012 $ 75,522
Net income 5,910 39,235 17,018 58,437
Funds from Operations(a) 12,215 10,078 44,517 47,638
(a) Funds from operations, or FFO, is net income: plus
depreciation, amortization, other non-cash expenses and non-
recurring items; and less gains on property sales and gain on
foreclosures and lease terminations. FFO is further defined in
the White Paper on Funds from Operations as approved by the
Board of Governors of the National Association of Real Estate
Investments Trusts ("NAREIT") in March 1995 and as clarified
from time to time thereafter. SNH considers FFO to be an
appropriate measure of performance for an equity REIT, along
with cash flow from operating activities, financing activities
and investing activities, because it provides investors with an
indication of an equity REIT's ability to incur and service
debt, make capital expenditures, pay distributions and fund
other cash needs. SNH computes FFO in accordance with the
standards established by NAREIT, but excluding unusual and non-
recurring items, certain non-cash items, and gains on sales of
undepreciated properties, which may not be comparable to FFO
reported by other REITs that define the term differently. FFO
does not represent cash generated by operating activities in
accordance with GAAP and should not be considered as an
alternative to net income, determined in accordance with GAAP,
as an indication of financial performance or cash flow from
operating activities, determined in accordance with GAAP, as a
measure of liquidity.
Because of changes in the composition of its assets and
operations since the beginning of 2000, SNH believes the
information presented above is not readily comparable and is not
indicative of expected future financial performance. These
changes include, but are not limited to, the following:
-- During the first quarter of 2000, two nursing home
tenants of SNH filed for bankruptcy. Prior to these bankruptcies
these tenants paid approximately half of SNH's total rental
income.
-- During February 2000, SNH repossessed three nursing
homes which were leased to a third bankrupt tenant and sold
those three properties for $13 million.
-- During 2000, SNH settled with two bankrupt tenants and
repossessed certain facilities from the bankrupt tenants.
-- As a result of these repossessions and settlements, SNH
recognized a non-recurring gain on foreclosures and lease
terminations of $7.1 million in the quarter and year ended
December 31, 2000.
-- As a result of the settlements, SNH became financially
responsible for the operations of repossessed nursing homes
effective July 1, 2000. However, these settlements were
conditioned upon regulatory approvals, and the financial results
of the repossessed nursing homes were reported as other real
estate income under the equity method of accounting until all
conditions to closing were satisfied. Effective January 1, 2001,
regulatory approvals for implementation of these settlements
were received and the nursing home operations were consolidated
into SNH. Accordingly, the revenues reported for the quarter and
year ended December 31, 2000, included other real estate income
of $1.3 million and $2.5 million, respectively; while the 2001
periods included zero other real estate income. Similarly, the
revenues reported for the quarter and year ended December 31,
2001, included facilities' operating revenues of $58.6 million
and $229.2 million, respectively, but there are zero comparable
revenues reported in 2000.
-- In October 2000, SNH sold four independent living
communities for $123 million and realized a capital gain of
$27.4 million, which is not recurring.
-- In the 12 months between July 1, 2000 and June 30, 2001,
SNH incurred general and administrative expenses arising because
of its tenant bankruptcies, settlements, regulatory approvals
and the establishment of operating systems for the repossessed
nursing homes. In the quarter and year ended December 31, 2000,
these non-recurring charges were $2.6 million and $3.5 million,
respectively. In the quarter and year ended December 31, 2001,
these non-recurring charges were zero and $4.2 million,
respectively.
-- At year-end 2001, the repossessed nursing operations
were leased to a SNH subsidiary corporation and the share
ownership of that subsidiary was distributed to SNH shareholders
in a spin off transaction. Accordingly, future financial reports
by SNH will not include operating revenues or expenses of these
properties, but will include rental income from the former
subsidiary of $7 million/year.
-- During 2001, SNH's capital structure changed, as
follows:
-- In June and July 2001, SNH issued 1,095,780 trust
preferred securities with a total liquidation value of $27.4
million. These securities mature in 2041.
-- In July and October 2001, SNH issued 17,492,000
common shares for net proceeds, after underwriting and issuance
costs, of $213.7 million.
-- In December 2001, SNH issued $245 million of senior
unsecured notes. These notes mature in 2012.
Besides the foregoing events reflected in the historical
financial results presented, the following recent developments
are expected to have material effects upon SNH's future
operating results.
-- On January 2, 2002, SNH entered an exchange transaction
with HEALTHSOUTH Corporation. Five nursing homes were
transferred by SNH to HEALTHSOUTH in exchange for two
rehabilitation hospitals which were transferred by HEALTHSOUTH
to SNH. Also, HEALTHSOUTH's rent obligations to SNH were reduced
from $10.0 million to $8.7 million per year and the term of
HEALTHSOUTH's lease was extended from year end 2005 through year
end 2011.
-- Also in January 2002, SNH purchased 31 up-market senior
living communities with 7,487 apartments or living units for
$600 million. These were purchased using cash on hand from
previous equity and debt offerings, borrowing on our bank credit
facility and assumption of certain obligations. These properties
are managed by a subsidiary of Marriott International, Inc. and
they are leased to SNH's former subsidiary for minimum rent of
$63 million per year.
-- In February 2002, SNH issued 15,000,000 common shares
for net proceeds, after underwriting and issuance costs, of
$195.2 million.
Commenting upon these year end results, David J. Hegarty,
President of SNH, issued the following statement: "During the
past two years SNH has undergone a remarkably successful
transformation. Our troubled nursing home portfolio has been
sold, swapped or stabilized and leased. We have about doubled
the size of SNH by buying up-market properties where revenues
are principally derived from residents' private resources. And
we have materially strengthened our capital structure.
"I want to express SNH management's sincere appreciation to all
our continuing shareholders, many of whom called to express
support during our transition period. I also want to express our
gratitude to our new investors who demonstrated faith in our
ability to accomplish this transition by providing the capital
we needed to do it."
Senior Housing Properties Trust is a real estate investment
trust headquartered in Newton, MA that owns 112 senior living
properties located in 28 states.
SIMON TRANSPORTATION: Taps Morgan Keegan to Assist in Asset Sale
----------------------------------------------------------------
Simon Transportation Services Inc. (Nasdaq: SIMN) announced
several important developments in its bankruptcy proceedings.
On Friday, March 8, 2002, the Simon Transportation Services Inc.
and its subsidiary, Dick Simon Trucking, Inc. met all the
required conditions to keep its auto and general liability
insurance coverage in place. With regard to this matter, Chief
Executive Officer, Jon Isaacson stated, "We are pleased to have
this facet of the bankruptcy addressed and behind us. Our
customers and drivers can rest assured that our operations are
properly insured."
On Monday, March 11, 2002 the Company filed a motion with the
Bankruptcy Court for the District of Utah, Central Division, in
Salt Lake City, for an order: 1) approving the bidding and
auction procedures and a sale date for a sale of assets; 2)
approving the form of bidding, auction and sale notice, and; 3)
requesting the scheduling of an expedited hearing on the motion
for the sale procedures, notice, and hearing.
Accompanying this filing was a term sheet outlining a potential
bid from Central Freight Lines, Inc., an entity controlled by
Mr. Jerry Moyes (the Company's current majority stockholder),
for the acquisition of substantially all of the assets of the
Company. The Company has also requested the authority of the
Bankruptcy Court to retain Morgan Keegan & Company, Inc. to
facilitate a sale of the Company's assets. Morgan Keegan is a
full service investment banking firm, with a group that
specializes in mergers and acquisitions relating to
transportation and logistics businesses. The motion seeks
approval to implement a four-week sale process whereby the
Company, through Morgan Keegan, will continue to seek additional
bids and allow any interested parties an opportunity to perform
due diligence. An auction will be conducted at a hearing before
the Bankruptcy Court as soon as the Bankruptcy Court allows.
On Friday March 8, 2002, the Company agreed with Nasdaq that the
Company's Class A Common Stock would no longer be traded on the
Nasdaq National Market. The delisting of the Company's Class A
Common Stock is expected to occur on March 12, 2002. Given the
Company's plans to sell its remaining assets through an approved
sale of the Bankruptcy Court, the Company will not be seeking to
have its Class A Common Stock traded on any other market.
Simon Transportation is a truckload carrier providing
nationwide, predominantly temperature-controlled transportation
services for major shippers.
TECSTAR INC: US Trustee Appoints Unsecured Creditors' Committee
---------------------------------------------------------------
Acting U.S. Trustee Donald Walton appoints these creditors of
Tecstar, Inc. to serve the Official Committee of the Unsecured
Creditors:
1. Space Systems/Loral, Inc.
Attn: Julie Bannerman, 3825 Fabian Way A, 09
Palo Alto, CA 94303-4604
Tel: 650-852-5474 Fax: 650-852-4039
2. AXT, Inc., Attn: John Ellsworth Drury
4281 Technology Drive, Fremont, CA 94538
Tel: 510-438-4735 Fax: 510-438-4793
3. Eagle-Picher Technologies, LLC
Attn: Richard Douglas Wright, P.O. Box 47
Joplin, MO 64802
Tel: 417-623-8000 Fax: 417-623-3818
4. Midwest Research Institute, Attn: Marty Noland
1617 Cole Blvd., Golden, CO 80401
Tel: 303-384-7550 Fax: 303-384-7499
5. Praxair Semiconductor Materials, Attn: Tina Morris
101 W. Renner Road, Suite 440
Richardson, TX 75082
Tel: 972-479-8621 Fax: 972-479-8631
Tecstar, Inc. manufactures high-efficiency solar cells that are
primarily used in the construction of spacecraft and satellite.
The Company filed for chapter 11 protection on February 07, 2002
in the U.S. Bankruptcy Court for the District of Delaware. Tobey
M. Daluz, Esq. at Reed Smith LLP and Jeffrey M. Reisner at Irell
& Manella LLP represent the Debtors in their restructuring
efforts. When the company filed for protection from its
creditors, it listed estimated assets of $10 million to $50
million and estimated debts of $50 million to $100 million.
USG CORPORATION: Lease Decision Period Stretched to August 30
-------------------------------------------------------------
Judge Newsome approves USG Corporation's motion extending the
time period within which the Debtor will decide whether it
should assume, assume and assign, or reject its unexpired
nonresidential real property leases. Thus, the lease decision
deadline is extended to August 30, 2002, without prejudice to
the Debtor's right to seek further extensions.
DebtTraders reports that USG Corporation's 8.500% bonds due 2005
(USG1) are being quoted at 78. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=USG1
VECTOUR: Selling Golden Touch Assets to Affiliate for $3.25MM
-------------------------------------------------------------
VecTour Inc. and its debtor-affiliates asks the U.S. Bankruptcy
Court for the District of Delaware to approve the sale of
substantially all assets of Golden Touch Transportation, Inc.
free and clear of liens, encumbrances, and interests to Golden
Touch Transportation of NY, Inc. for approximately $3.25
million.
The Seller, Golden Touch Transportation, Inc., operates a ground
transportation service company in metropolitan New York, New
Jersey and Connecticut, principally originating from and going
to John F. Kennedy International Airport, LaGuardia Airport and
Newark International Airport. The Debtor is willing to sell
substantially all the assets and business operations of the
seller for approximately $3.25 million cash, subject to an
adjustment based on working capital at closing, and the
assumption of certain obligations, including the cure costs
associated with assumed executory contracts.
On February 19, 2002, the Debtor entered an Asset Purchase
Agreement with Golden Touch Transportation of NY, Inc. providing
the sale of these assets:
a) Vehicles, including buses;
b) Inventory, permits, licenses, and other personal
property;
c) Leases and executory contracts;
d) Miscellaneous assets, including telephone and fax
numbers, e-mail addresses, and books and records,
customer lists, trademarks, trade names, service marks,
prepaid expenses and deposits;
e) Accounts receivable, except for intercompany
receivables;
The principal purchase price to be paid by Purchaser for the
Purchased Assets is $3.25 million, including a deposit of
$500,000. Other important consideration are:
a) The purchase price shall be increased or decreased
based on working capital at closing.
b) Purchaser will assume and pay certain liabilities
arising after the earlier of closing or the date the
Debtors enter into a management agreement with
Purchaser to operate the Business following the entry
of an order by the court's approving the sale
contemplated by the Asset Purchase Agreement and the
closing date.
The Agreement also stipulates that the Purchaser is entitled to
a break up fee in the amount of up to $50,000. In order to
qualify, all competing bids must exceed Purchaser's price by at
least $112,000.
The Debtors assert that there is more than adequate business
justification supporting the sale of the Purchased Assets before
filing a plan. The administrative costs associated with
continuing the business operations even on a short-term basis
create a considerable burden on Seller and its Debtor
affiliates. Whereas, the contemplated asset sale as a going
concern, will most likely yield the best price.
VecTour, Inc. is a leading nationwide provider of ground
transportation for sightseeing, tour, transit, specialized
transportation, entertainers on tour, airport transportation and
charter services. The Company filed for chapter 11 protection on
October 16, 2001. David B. Stratton, Esq. and David M. Fournier,
Esq. at Pepper Hamilton LLP represent the Debtors in their
restructuring effort.
WILLIAMS COMMS: Exercises Asset Defeasance Purchase Option
----------------------------------------------------------
Williams Communications (OTC Bulletin Board: WCGr) announced an
important step to preserve its flexibility to achieve a
previously-announced comprehensive balance sheet restructuring.
Williams Communications' operating company subsidiary, Williams
Communications, LLC, exercised its right to acquire ownership of
certain network assets used in its operations under a $750
million asset defeasance program (ADP).
The Williams Companies, Inc. (NYSE: WMB) is obligated to pay the
purchase price for the ADP network assets of approximately $750
million, in accordance with a previously-announced agreement
Williams made in September 1999. Upon making that payment,
Williams will be entitled to receive an unsecured term note of
Williams Communications for approximately $750 million. Upon
Williams' payment of the purchase price, the ADP lessor will be
obligated to transfer ownership of the network assets to
Williams Communications' operating subsidiary and to terminate
the ADP arrangement. The purchase is scheduled to close on
March 29, 2002.
The proposed restructuring is intended to support uninterrupted
business service and, at the same time, minimize any impact to
customer and vendor relationships. As previously announced,
discussions with the company's banks and others have been
expanded to include multiple restructuring options, including
the use of a negotiated Chapter 11 reorganization as a
restructuring mechanism. The company may decide to pursue that
alternative to allow for a more orderly process that maximizes
enterprise value.
Based in Tulsa, Oklahoma, Williams Communications Group, Inc.,
is a leading broadband network services provider focused on the
needs of bandwidth-centric customers. Williams Communications
operates the largest, most efficient, next-generation network in
North America. Connecting 125 U.S. cities and reaching five
continents, Williams Communications provides customers with
unparalleled local-to-global connectivity. By leveraging its
infrastructure, best-in-breed technology, connectivity and
network and broadband media expertise, Williams Communications
supports the bandwidth demands of leading communications
companies around the globe. For more information, visit
http://www.williamscommunications.com
XO COMMS: Rejects Noteholders' Proposed Restructuring Terms
-----------------------------------------------------------
XO Communications, Inc. (OTCBB:XOXO) issued the following
statement concerning a preliminary restructuring proposal made
by certain holders of its senior unsecured notes on March 8,
2002:
"XO has received a preliminary proposal from certain
holders of its senior unsecured notes regarding the terms of a
potential financing and restructuring that is intended to
replace the investment and related transactions provided for in
XO's existing agreements with certain funds affiliated with
Forstmann Little & Co. and Telefonos de Mexico S.A. de C.V.
(TELMEX). XO's board of directors, with the assistance of its
financial and legal advisors, has carefully reviewed this
proposal and concluded that it does not represent a feasible
alternative for the successful restructuring of the company.
Based on this assessment, the company has elected to reject the
noteholders' proposal.
"XO, with the support of lenders representing more than
two-thirds of its senior secured debt, plans to move promptly to
implement the transactions under the definitive agreements with
Forstmann Little and TELMEX. The Forstmann Little/TELMEX
proposed restructuring is clearly superior and will permit the
company to complete its financial restructuring and raise the
funding needed to secure the company's future."
ZENITH INDUSTRIAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Zenith Industrial Corporation
34025 Harper Avenue
Clinton Township, MI 43036
aka Marine City Stamping Company
aka 2020 Corp. 70
Bankruptcy Case No.: 02-10754
Debtor affiliates filing separate chapter 11 petitions:
Entity Case No. Date Filed
------ -------- ----------
Aetna Industries, Inc. 02-10418 2/11/2002
Chapter 11 Petition Date: March 12, 2002
Court: District of Delaware
Judge: Peter J. Walsh
Debtors' Counsel: Joseph A. Malfitano, Esq.
Edward J. Kosmowski, Esq.
Robert S. Brady, Esq.
Young Conaway Stargatt & Taylor, LLP
The Brandywine Bldg.
1000 West Street, 17th Floor
Wilimington, Delaware 19899-0391
(302) 571-6600
and
Larry S. Nyhan, Esq.
Matthew A. Clemente, Esq.
Paul J. Stanukinas, Esq.
Bank One Plaza
10 South Dearborn Street
Chicago, Illinois 60603
(312) 853-7000
Estimated Assets: More than $100 Million
Estimated Debts: More than $100 Million
Debtor's 20 Largest Unsecured Creditors:
Entity Nature Of Claim Claim Amount
------ --------------- ------------
James George Annuity Trust Contractual $5,183,542
Linda Wright
c/o Katten Muchin Zavis
525 W. Monroe Street, Suite
1600
Chicago, Illinois 60661-3693
(312) 577-4499 (fax)
James George Annuity Trust Contractual $4,974,991
Linda Wright
c/o Kutten Muchin Zavis
525 W. Monroe Street, Suite
1600
Chicago, Illinois 60661-3693
(312) 577-4499 (fax)
Ford Motor Company Trade $3,516,804
Tracy Duprey
Raw Material Purchasing
Box 1599A-QMP Building
Dearborn, MI 48121
(313) 337-5561 (fax)
John George Sr. Contractual $3,208,551
Irrevocable Trust
U/A/D 7/10/98
Linda Wright
c/o Katten Machin Zavis
525 . Monroe Street, Suite 1600
Chicago, Illinois 60661-3693
(312) 577-4499 (fax)
Noelle M. George Delta Trust Contractual $2,338,191
U/A/D 7/10/99
Linda Wright
c/o Katten Machin Zavis
525 W. Monroe Street, Suite 1600
Chicago, Illinois 60661-3693
(312) 577-4499 (fax)
John George Jr. Delta Contractual $2,338,191
Trust
U/A/D 7/10/98
Linda Wright
c/o Katten Machin Zavis
525 W. Monroe Street, Suite 1600
Chicago, Illinois 60661-3693
(312) 577-4499 (fax)
Patricia George Delta Trust Contractual $2,338,191
U/A/D 7/10/98
Linda Wright
c/o Katten Machin Zavis
525 W. Monroe Street, Suite 1600
Chicago, Illinois 60661-3693
(312) 577-4499 (fax)
James George Delta Trust Contractual $2,338,191
U/A/D 7/10/98
Linda Wright
c/o Katten Machin Zavis
525 W. Monroe Street, Suite 1600
Chicago, Illinois 60661-3693
(312) 577-4499 (fax)
General Motors Corp. Trade Debt $1,571,107
Kendra Clark
Renaissance Center
Detroit, Michigan
(989) 757-7072 (fax)
J.P. Tremnowicz and Trade Debt $93,986
Associates
Die Tool Engineering Trade Debt $91,200
Century Transportation Trade Debt $54,989
Fred J. Braltan Lumber Co. Trade Debt $44,541
Fraza/Forklifts Trade Debt $44,014
Datum Industries, LLC Trade Debt $34,475
Nachi Robotic System Trade Debt $34,290
Con-way Central Express Trade Debt $30,522
Die-Matic Trade Debt $25,820
Aga Gas, Inc. Trade Debt $22,846
Precise Engineering Trade Debt $21,815
ZIFF DAVIS: Wooing Bank Lenders to Extend Forbearance Period
------------------------------------------------------------
Ziff Davis Media Inc., the leading information authority for
buying and using technology, reported operating results for the
quarter ended December 31, 2001 for Ziff Davis Publishing
Holdings Inc. (the company's principal restricted subsidiary)
and for its unrestricted subsidiaries (Ziff Davis Development
Inc. and Ziff Davis Internet Inc.). Ziff Davis Publishing
Holdings Inc., reported earnings before interest expense, taxes,
depreciation and amortization ("EBITDA") of $8.9 million for the
quarter, compared to $32.4 million for the same period in fiscal
2001.
"Our management team has been aggressively executing upon its
plan to drive growth for the company," said Chairman and Chief
Executive Officer Robert Callahan. "While we have reduced the
number of titles currently produced, we continue to invest in
new ventures that have strong potential. Four such new ventures
launched recently include: CIO Insight, Baseline, XBox Nation,
and ExtremeTech.com. We also continue to look at further
improving the performance of our operations, streamlining our
operating costs and restructuring our balance sheet to provide
us with the financial flexibility to execute on our business
objectives while weathering the economic difficulties in both
the tech sector and the economy in general. This comprehensive
process will likely take several more quarters to complete,
however, we expect that the outcome will significantly benefit
the company for the long-term and further enhance our
competitive position."
During the quarter ended December 31, 2001, the company
continued its restructuring program with the closure of Smart
Partner and the consolidation of Interactive Week into eWEEK.
As a result of this restructuring, the company incurred a pre-
tax charge of $232.6 million, of which $221.1 million was non-
cash in nature related to the write-down of certain intangible
and fixed assets and with the remaining charge related to
workforce reductions and facilities consolidation. In addition
to these restructuring actions, discretionary spending programs
across the company are being reviewed, and where appropriate,
reduced.
During the quarter ended December 31, 2001, the unrestricted
subsidiaries incurred a pre-tax restructuring charge of $19.4
million, all of which was non-cash in nature, related to the
write-down of values associated with capitalized software.
"We have re-focused the business plans of our unrestricted
subsidiaries in recent months to align them much more strongly
as strategic partners to the core business in Ziff Davis
Publishing Holdings Inc.," said Bart W. Catalane, Chief
Operating Officer and Chief Financial Officer. "This new focus
will enable us to quickly reduce our cash burn going forward and
enable us to capitalize on operating efficiencies."
Operating Highlights and Milestones
Quarter Ended December 31, 2001
* PC Magazine maintained its #1 market share position.
* Ziff Davis Media Game Group maintained its #1 market
share position within the games category.
* eWEEK won Folio Magazine's Circulation Direct Marketing
Award for best controlled circulation for a business magazine.
* The Net Economy won Folio Magazine's Circulation Direct
Marketing Award for best new subscription promotion for a
controlled business publication.
First Quarter 2002
* The Net Economy rises to the #2 market share position
within its competitive set.
* CIO Insight gains significant market share from its
competitors - almost doubling its share to 40%.
* Baseline, CIO Insight, Ziff Davis Smart Business and
pcmag.com are finalists for the 2002 Jesse H. Neal National
Business Journalism Awards. The awards recognize editorial
excellence in independent business publications.
* PC Magazine, celebrates its 20th anniversary and is
lauded by Bill Gates as the "bible for the industry."
* Yahoo! Internet Life receives three design awards from
the Society of Publication Designers.
Cash Position and Financing Update
As of December 31, 2001 the company had $19.5 million in cash
and cash equivalents on the balance sheet compared with $17.5
million as of September 30, 2001.
As the company previously reported it has engaged Greenhill &
Co., LLC as its financial advisors to assist senior management
in evaluating strategic alternatives for recapitalizing the
company's long-term debt. The company and its advisors have
initiated discussions with its institutional creditors in an
effort to establish a more appropriate long-term capital
structure for the company.
On January 14, 2002, Ziff Davis Media entered into an amendment
and forbearance agreement with respect to its senior credit
facility with its existing bank lenders that will be in effect
until March 15, 2002. The company is currently in discussions
with its bank lenders to extend the forbearance period.
Business Outlook - Company Reiterates Previous Estimate
The company reiterates its earlier projections that EBITDA for
the first quarter of 2002 for Ziff Davis Publishing Holdings,
Inc., will be between $2.0 and $5.0 million, or down 82% to 54%,
respectively, versus $10.9 million for the quarterly period
ended March 31, 2001.
On January 17, 2002, Ziff Davis Media changed its year end from
March 31 to December 31. In accordance with the Securities and
Exchange Commission filing requirements, the company will file
the required transition report in a Form 10-K covering the nine-
month period ending December 31, 2001.
Ziff Davis Media Inc. -- http://www.ziffdavis.com-- is the
leading information authority for buying and using technology.
In the U.S., Ziff Davis Media publishes 13 industry-leading
business and consumer publications: PC Magazine, eWEEK, Ziff
Davis Smart Business, The Net Economy, CIO Insight, Baseline,
Yahoo! Internet Life, Electronic Gaming Monthly, Official U.S.
PlayStation Magazine, Computer Gaming World, GameNow, Pocket
Games and XBox Nation. Ziff Davis Media publishes more than 45
titles around the world through licensing agreements in 30
countries. The company is also a developer of innovative web
sites including PCMag.com and ExtremeTech.com. It provides
custom media solutions through Ziff Davis Custom Media; industry
analyses through Ziff Davis Market Experts; and state-of-the-art
Internet and technology testing through eTESTING LABS. The
company also produces conferences, seminars and webcasts.
* Meetings, Conferences and Seminars
------------------------------------
March 14-15, 2002
American Conference Institute
Commercial Loan Workouts
The New York Marriott Marquis, New York, New York
Contact: 1-888-224-2480 or
www.americanconference.com
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
March 21, 2002
CROSSROADS LLC
Thought Leadership Seminar - Hospitality Industry
The Harmonie Club, New York, New York
Contact: 212-421-1100 x 12 or seminars@xroadsllc.com
April 11-14, 2002
COMMERCIAL LAW LEAGUE OF AMERICA
72nd Annual Chicago Conference
Westin Hotel, Chicago, Illinois
Contact: 312-781-2000 or clla@clla.org or
http://www.clla.org/
April 11-14, 2002
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
April 25-27, 2002
ALI-ABA
Fundamentals of Bankruptcy Law
Rittenhouse Hotel, Philadelphia, Pennsylvania
Contact: 1-800-CLE-NEWS or http://www.ali-aba.org
April 28-30, 2002
COMMERCIAL LAW LEAGUE OF AMERICA
4th International Conference
Jurys Ballsbridge Hotel - The Towers, Dublin, Ireland
Contact: 312-781-2000 or clla@clla.org or
http://www.clla.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
May 15-18, 2002
Association of Insolvency and Restructuring Advisors
18th Annual Bankruptcy and Restructuring Conference
JW Mariott Hotel Lenox, Atlanta, GA
Contact: (541) 858-1665 Fax (541) 858-9187 or
aira@airacira.org
May 24-27, 2002
COMMERCIAL LAW LEAGUE OF AMERICA
54th Annual New England Meeting
Cranwell Resort and Gold Club, Lenox, Massachusetts
Contact: 312-781-2000 or clla@clla.org or
http://www.clla.org/
May 26-28, 2002
International Bar Association
International Insolvency 2002 Conference
Somewhere in Dublin, Ireland
Contact: Tel +44 207 629 1206 or member@int-bar.org
or http://www.ibanet.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 13-15, 2002
ALI-ABA
Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
Drafting, Securities, and Bankruptcy
Seaport Hotel, Boston, Massachusetts
Contact: 1-800-CLE-NEWS or
http://www.ali-aba.org/aliaba/cg097.htm
June 20-21, 2002
RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
Fifth Annual Conference on Corporate Reorganizations
The Fairmont Hotel, Chicago, Illinois
Contact: 1-800-726-2524 or ram@ballistic.com
June 27-29, 2002
ALI-ABA
Chapter 11 Business Reorganizations
Fairmont Copley Plaza, Boston, Massachusetts
Contact: 1-800-CLE-NEWS or http://www.ali-aba.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
July 11-14, 2002
American Bankruptcy Institute
Northeast Bankruptcy Conference
Ocean Edge Resort, Cape Cod, MA
Contact: 1-703-739-0800 or http://www.abiworld.org
July 12-17, 2002
COMMERCIAL LAW LEAGUE OF AMERICA
108th Annual Convention
Grand Summit Hotel, Park City, Utah
Contact: 312-781-2000 or clla@clla.org or
http://www.clla.org/
July 17-19, 2002
Association of Insolvency and Restructuring Advisors
Bankruptcy Taxation Conference
Snow King Resort, Jackson Hole, Wyoming
Contact: (541) 858-1665 Fax (541) 858-9187 or
aira@airacira.org
August 7-10, 2002
American Bankruptcy Institute
Southeast Bankruptcy Conference
Kiawah Island Resort, Kiawaha Island, South Carolina
Contact: 1-703-739-0800 or http://www.abiworld.org
September 26-27, 2002
ALI-ABA
Corporate Mergers and Acquisitions
Marriott Marquis, New York
Contact: 1-800-CLE-NEWS or http://www.ali-aba.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
November 21-24, 2002
COMMERCIAL LAW LEAGUE OF AMERICA
82nd Annual New York Conference
Sheraton Hotel, New York City, New York
Contact: 312-781-2000 or clla@clla.org or
http://www.clla.org/
December 5-8, 2002
American Bankruptcy Institute
Winter Leadership Conference
The Westin, La Paloma, 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
May 1-3, 2003 (Tentative)
ALI-ABA
Chapter 11 Business Organizations
Somewhere in New Orleans, Louisiana
Contact: 1-800-CLE-NEWS or http://www.ali-aba.org
May 8-10, 2003 (Tentative)
ALI-ABA
Fundamentals of Bankruptcy Law
Somewhere in Seattle, Washinigton
Contact: 1-800-CLE-NEWS or http://www.ali-aba.org
July 10-12, 2003
ALI-ABA
Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
Drafting, Securities, and Bankruptcy
Eldorado Hotel, Santa Fe, New Mexico
Contact: 1-800-CLE-NEWS or http://www.ali-aba.org
December 3-7, 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
December 2-4, 2004
American Bankruptcy Institute
Winter Leadership Conference
Marriott's Camelback Inn, Scottsdale, Arizona
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.
Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.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. Yvonne L. Metzler, Bernadette
C. de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter
A. Chapman, Editors.
Copyright 2002. 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
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The TCR subscription rate is $625 for 6 months delivered via e-
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*** End of Transmission ***