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 19, 2003, Vol. 7, No. 55 Headlines ADVANCED LIGHTING: S&P Withdraws D Rating after Bankruptcy AFTON FOOD: Pursuing Balance Sheet Restructuring Negotiations AMCAST INDUSTRIAL: Sells Speedline Subsidiary to European Firm AMES DEPARTMENT: Court Clears GE Capital Settlement Agreement ANNUITY & LIFE RE: Names John F. Burke as Chief Exec. Officer ANTHONY CRANE RENTAL: S&P Further Junks Sr. Notes & Debentures ASIA GLOBAL: Wants Plan Filing Exclusivity Extended to May 1 BARRINGTON FOODS: Taps BBX Equity to Explore Financing Options BETHLEHEM STEEL: Dimensional Fund Discloses 3.01% Equity Stake BIOTRANSPLANT INC: Will Hosting Conference Call on April 2, 2003 BIOTRANSPLANT: UST Schedules Section 341(a) Meeting for April 4 BOUNDLESS CORPORATION: Creditors' Meeting Scheduled for April 25 BURLINGTON IND.: Court Okays Sheffield as Committee's Advisor CCC GLOBALCOM: Clifford J. Bottoms Resigns as CFO and Director CONCURRENT COMPUTER: Pursuing Funding & Strategic Alternatives CONGOLEUM CORP: Seeks Bondholders' Consent to Amend Indenture CONSECO FINANCE: S&P Drops Ratings on 4 Related Deals to D CONSECO INC: Judge Doyle Approves Disclosure Statement CONSECO INC: Asks Court to Extend Removal Period to September 11 DEAN FOODS: Makes $100MM Partial Redemption of 5-1/2% Preferreds DEVON MOBILE: Seeking Buyers for Wireless Assets in Three States DIRECTV LATIN AMERICA: Files Chapter 11 Petition in Wilmington DIRECTV LATIN AMERICA: Case Summary & 20 Largest Creditors EL PASO CORP: Closes $138-Million San Juan Basin Rosa Asset Sale ENRON CORP: Mr. Russo Earns Nod to Hire Gardere Wynne as Counsel EXIDE TECHNOLOGIES: Judge Carey Fixes April 23 General Bar Date EXIDE TECHNOLOGIES: Signs New Supply Agreement With Volvo Trucks FAIRPOINT COMMS: S&P Rates $219 Mill. Secured Bank Loan at BB- FLOW INTERNATIONAL: Defaults on Financial Loan Covenants FREESTAR TECH.: Liquidity Concerns Raise Going Concern Doubt GENUITY INC: Obtains First Open-Ended Removal Period Extension GILAT: Completes Restructuring Deals Cutting Debt by US$300 Mil. GLOBAL CROSSING: Special Panel Files Olofson Allegations Report GROUP MANAGEMENT: Enters Phase II of Restructuring Proceeding HARTMARX CORP: Reports Profitable Fourth Quarter and FY 2002 HYPERTENSION DIAGNOSTICS: Wants to Transfer Listing to OTCBB IFX CORPORATION: Board Approves Reverse Stock Split Plan INTERPUBLIC: Meets Tender Offer Conditions for Notes due 2023 IRVINE SENSORS: Distributing Prospectus re Share Public Offering KAISER ALUMINUM: Summit Comm'l Acquires Kaiser Center in Oakland KENNY INDUSTRIAL: Case Summary & 31 Largest Unsecured Creditors LA QUINTA: Selling $325-Million Sr. Notes in Private Placement MAGELLAN HEALTH: Earns Approval to Honor Employee Obligations METATEC INT'L: Sets Annual Shareholders' Meeting for May 15 MICROCELL: Creditors Accept Proposed Reorganization Plan NEW WORLD RESTAURANT: Refinancing Risk Prompts S&P's CCC- Rating NOVADEL: Cash Inadequate to Continue Operations Beyond 3 Months NTELOS: Taps Administar Services as Claims and Noticing Agent ON SEMICONDUCTOR: Board Elects Donald Colvin as SVP and CFO PEABODY ENERGY: Names Charles Ebetino to Lead Market Dev't Team PERSONNEL GROUP: Inks Definitive Debt Restructuring Agreements PRIMUS TELECOMMS: Raises $13 Million in New Debt Financing QWEST: Providing Advanced Data Comms. To Recreational Equipment RAMPART: Ontario Regulator Withdraws Enforcement Proceeding SAFETY-KLEEN: Wins OK to Preserve Avoidance Actions for 75 Days SERVICE MERCHANDISE: Claim Classification & Treatment Under Plan SHAW GROUP: Pulls Plug on Covert and Harquahala Contracts SPARTAN: Changes Organizational Structure to Facilitate Growth SOTHEBY'S HOLDINGS: Red Ink Continued to Flow in Full-Year 2002 SUPERIOR TELECOM: Ordinary Course Professional Employment Okayed TENNECO: Brings-In Ulrich Mehlmann to Head European Business TODAY'S MAN: Wants Nod for Astor Weiss' Engagement as Counsel TYCO INTERNATIONAL: Board Declares Regular Quarterly Dividend UNITED AIRLINES: Wants to Reject Collective Bargaining Pacts UNITED AIRLINES: Flight Attendants Disappointed with 1113 Motion UNITED AIRLINES: Wants Filing Exclusivity Stretched to October 6 UNIVERSAL BUSINESS: Case Summary & Largest Unsecured Creditors UNIVERSAL CITY: S&P Assigns B- Rating to $500M Sr. Unsec. Debt US AIRWAYS: Judge Mitchell Confirms Reorganization Plan US AIRWAYS: Names New Directors for Reorganized Company VITALLABS: Clancy and Co. Expresses Going Concern Doubt WHEELING-PITTSBURGH: Forest Investment Dumps WHX Equity Stake WILLIAMS: Records Adjustments for FERC Item & Investment Charge WINDSOR WOODMONT: Gets Court OK to Hire Rubner Padjen as Counsel WORLD AIRWAYS: Nasdaq Panel Approves Continued SmallCap Listing WORLDCOM INC: Southern Telecom Seeks Stay Relief to Use Remedies W.R. GRACE & CO: Peninsula Entities Disclose 5.02% Equity Stake * Meetings, Conferences and Seminars ********* ADVANCED LIGHTING: S&P Withdraws D Rating after Bankruptcy ---------------------------------------------------------- Standard & Poor's Ratings Services withdrew its 'D' corporate credit rating on Solon, Ohio-based Advanced Lighting Technologies Inc. At the same time, Standard & Poor's withdrew its 'D' rating on Advanced Lighting's $50 million senior secured credit facility and its $100 million of senior unsecured notes. The corporate credit rating was lowered to 'D' on Feb. 28, 2003, following the company's voluntary filing for protection under Chapter 11 of the U.S. bankruptcy code. The company plans to operate its business while it seeks to restructure its debt with senior lenders and unsecured bondholders as well as the preferred stock held by General Electric Co. Advanced Lighting is operating with funds generated from operations and a debtor- in-possession loan. "The company's current financial difficulties resulted from its weak operating performance during 2001 and 2002 combined with a heavy debt burden," said Standard & Poor's credit analyst Nancy C. Messer. The company's subpar operating performance is primarily attributable to the overall weak U.S. economy, which has reduced demand for Advanced Lighting's metal halide products; higher operating costs as a percentage of sales; and competitive pricing. AFTON FOOD: Pursuing Balance Sheet Restructuring Negotiations ------------------------------------------------------------- In mid 2002, Afton Food Group Ltd., (TSX- AFF) set three main tasks; restructure operations, restructure the balance sheet and initiate programs for top line growth, which together are expected to restore earnings. The following is an update on these corporate initiatives. The Company's wholly owned subsidiary, Joint Technologies Inc., closed its call center facility in North Bay on March 10, 2003, resulting in approximately $1.4 in annualized savings. The Company also intends to sell the facility, thereby eliminating certain facility and operating lease obligations and the Company is in discussions with potential purchasers at this time. With the closure of the call center, the Company has completed the majority of its operational restructuring. The TSX recently placed the Company under a remedial review process under which the Company has 120 days to comply. Specifically, the Company has been advised that it does not meet working capital requirements, which must be corrected and as well, the aggregate market capitalization of the Company's shares must be greater than minimums set down for TSX companies. The working capital deficiency arose primarily as a result of substantial losses in the call center and restructuring provisions taken in the previous quarters of 2002. The Company has been working diligently on the restructuring of its Balance Sheet, with a goal of reducing or eliminating its debt, eliminating its working capital deficiency, and as part of this effort, reorganize the Company into an Income Trust. Negotiations and discussions in this area are ongoing. The Company has retained Burgeonvest Securities Limited to assist in accomplishing these goals. The Company has also enacted a 20 point business development plan that is specifically focused on new revenue initiatives. These initiatives are for the most part, cost neutral and expected to have a positive impact on revenues and earnings over a twenty-four month period. AMCAST INDUSTRIAL: Sells Speedline Subsidiary to European Firm -------------------------------------------------------------- Amcast Industrial Corporation, (NYSE:AIZ) has sold Speedline, its Italian wheel subsidiary, to a European-based company. The net proceeds from the sale will be negligible. Byron O. Pond, Chairman of the Board and Chief Executive Officer, said, "Speedline's recent operating performance has had a significant, detrimental impact on Amcast's profitability. The transaction should return the remaining Amcast businesses to positive net earnings in its third fiscal quarter. However, the impact of the disposal of Speedline, which will be reflected in Amcast's second quarter results, is anticipated to result in a pretax book loss of approximately $56 million. Amcast's second quarter earnings announcement is expected to be released on March 26 and will provide additional information concerning this transaction and its financial impact on the company." Mr. Pond continued, "Amcast acquired Speedline in 1997 with the intent of increasing the geographic scope of the Company's wheel business. The Speedline acquisition allowed Amcast to enter the European market with a well-recognized name and a meaningful market position. Despite our additional investments in Speedline, its unfavorable cost structure did not allow us to maintain market position and generate adequate returns in the face of changing market conditions and increased competition. The sale allows us to exit this business and focus our efforts and resources on our domestic businesses where we see more opportunity." Amcast also announced that the New York Stock Exchange, Inc., issued a letter indicating that the Company is below criteria for the NYSE's continued listing standards. The Company no longer meets the equity standard, which requires a listed company to have an average market capitalization of not less than $50 million over a 30 trading-day period and stockholders' equity of not less than $50 million. The Company has expected this action and is reviewing its available alternatives to assure a continuous public trading market for its common shares. * * * As previously reported in Troubled Company Reporter, edition, Amcast Industrial Corporation (NYSE:AIZ) successfully negotiated a restructuring of its credit facilities with its bank-lending group and senior note holders. As restructured, the bank credit facilities have been continued through September 14, 2003, and a required $12.5 million prepayment under the senior notes has been deferred until maturity in November 2003. After restructuring, long-term debt at the end of the fiscal third quarter was $160.4 million. This reduced short-term debt to $25.4 million, or 13.7% of total obligations. AMES DEPARTMENT: Court Clears GE Capital Settlement Agreement ------------------------------------------------------------- Ames Department Stores, Inc., and its debtor-affiliates obtained Court approval of their settlement agreement with the Official Committee of Unsecured Creditors, General Electric Capital Corporation, as a lender and as agent under the GECC DIP Agreement dated August 20, 2001, and a Prepetition Credit Agreement dated March 2, 2001, and certain lenders. The Settlement Agreement resolves a dispute in connection with: -- the DIP Lenders' demand for payment of a $14,000,000 prepayment fee in connection with the Debtors' payment of all principal and interest under the GE Capital DIP Agreement; and -- the DIP Lenders' request for indemnification for the potential exposure in connection with the action initiated by LFD Operating Inc. against them. The DIP Lenders have estimated that the LFD Action could give rise to $11,500,000 in potential liability, plus fees and costs incurred in connection with defending the Action. The Settlement Agreement is in furtherance of a Stipulation among the parties, pursuant to which the Debtors agreed to escrow $25,500,000 until the parties reached a consensual resolution of the dispute or the Court made a determination as to whether the Debtors were obligated to pay the Prepayment Fee or indemnify the DIP Lenders for the LFD Exposure. On September 6, 2001, LFD commenced an adversary proceeding against the Debtors before the Bankruptcy Court seeking declaratory and other relief based on their failure to pay $8,900,000 allegedly due LFD that were instead paid over to the Prepetition Lenders. LFD operated footwear departments in the Debtors' retail stores. On the same day, LFD also filed an identical complaint against GECC in the New York Supreme Court alleging that the Debtors improperly placed the funds that were allegedly property of LFD into a lockbox that was swept daily pursuant to the Prepetition Credit Agreement. The GECC complaint was later moved to the Bankruptcy Court before Judge Gonzalez. On March 8, 2002, and after a trial on the merits, Judge Gonzalez issued a Memorandum Decision dismissing all of LFD's claims against the Debtors in the Adversary Proceeding. LFD appealed the Order and the Appeal is currently pending in the U.S. District Court for the Southern District of New York. GE Capital filed a motion for summary judgment in its own Adversary Proceeding, seeking dismissal of the causes of action asserted by LFD. GE Capital based the Motion on the collateral estoppel effect of the Court's ruling in the Ames/LFD Adversary Proceeding. The Summary Judgment Motion was stayed by Court Order dated July 1, 2002, pending the outcome of the Appeal. Pursuant to the Settlement Agreement, the DIP Lenders have agreed to reduce their claims to the Prepayment Fee from $14,000,000 to $7,000,000 in full and complete satisfaction of their claims to the Prepayment Fee. The Debtors will receive the remaining $7,000,000, plus interest earned on the $14,000,000 escrowed in connection with the Prepayment Fee. The Settlement Agreement also resolves the parties' disputes, without further litigation, regarding the Debtors' obligations to indemnify the DIP Lenders for the LFD Exposure. The parties further release and discharge each other from any and all causes of action, obligations and demands in connection with the GE Capital DIP Agreement, the Prepetition Credit Agreement or the Debtors' Chapter 11 cases, except with respect to any remaining escrowed property, the other obligations expressly set forth in the Settlement Agreement, the remaining letter of credit obligations and the cash collateral which is being held by GE Capital, on behalf of itself and DIP Lenders, in accordance with the terms of the DIP Agreement. (AMES Bankruptcy News, Issue No. 34; Bankruptcy Creditors' Service, Inc., 609/392-0900) ANNUITY & LIFE RE: Names John F. Burke as Chief Exec. Officer ------------------------------------------------------------- Annuity and Life Re (Holdings), Ltd., (NYSE: ANR) announced that John F. Burke has been appointed Chief Executive Officer of the Company, effective as of February 28, 2003. Mr. Burke has served as the Company's Chief Financial Officer since September 2001 and will continue in that role in addition to assuming the responsibilities of Chief Executive Officer of the Company. Mr. Burke will also be joining the Company's Board of Directors. Frederick S. Hammer, the non-executive Chairman of the Company's Board of Directors, said, "Jay has been an invaluable member of our management team since joining the Company. We are pleased to announce that he has agreed to serve as CEO and expect that his leadership will help the Company face the challenges ahead." The Company also announced that Brian M. O'Hara, who had been serving on the Company's Board of Directors as a designee of XL Capital Ltd, had resigned from the Board and would be replaced by Henry C.V. Keeling at the request of XL. Mr. Keeling currently serves as the Chief Executive of XL's global Reinsurance Operations, "XL Re." The Company also announced that Walter A. Scott had retired from the Company's Board of Directors in December 2002. Annuity and Life Re (Holdings), Ltd., provides annuity and life reinsurance to insurers through its wholly owned subsidiaries, Annuity and Life Reassurance, Ltd., and Annuity and Life Reassurance America, Inc. As reported in Troubled Company Reporter's February 28, 2003 edition, Fitch Ratings lowered the insurer financial strength rating of Annuity & Life Reassurance, Ltd., to 'CC' from 'CCC'. The Rating Watch has been changed to Negative from Evolving. This rating action follows the company's public disclosure on February 24th of a number of adverse developments related to its operating performance and financial position. Of particular concern to Fitch are the company's announcements that it has ceased writing new business and has notified its existing reinsurance clients that it cannot accept additional cessions under previously established treaties, as well as disclosure of continued adverse mortality and a large number of open claim submissions. These disclosures, combined with other negative developments, has led the company to announce that a significant loss will be reported in the fourth quarter of 2002, and for the year. ANTHONY CRANE RENTAL: S&P Further Junks Sr. Notes & Debentures -------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on Anthony Crane Rental L.P.'s $155 million 10.375% senior notes and parent Anthony Crane Rental Holdings L.P.'s $48 million 13.375% senior discount debentures to 'C' from 'CCC-' following the company's filing of an exchange offer for these issues on March 14, 2003. In addition, Standard & Poor's lowered its corporate credit and senior unsecured bank loan rating on Pittsburgh, Pennsylvania-based Anthony Crane to 'CC' from 'CCC+'. Standard & Poor's views this exchange as coercive since the interest due on these notes will not be paid in cash but will accrete as additional principal for one year and thereafter the interest rate will be lowered below the original coupon rate. All issues remain on Credit Watch with negative implications where they were originally placed on Dec. 14, 2001, due to financial weakness. "Anthony Crane Rental L.P. (doing business as Maxim Crane Works) has been experiencing financial difficulties due to the weakness in the industrial and nonresidential construction markets while struggling with a significant debt burden," said Standard & Poor's credit analyst John R. Sico. The ratings on the issues being exchanged will be lowered to 'D' following the completion of the exchange offer, which is anticipated to be on or about April 11, 2003. ASIA GLOBAL: Wants Plan Filing Exclusivity Extended to May 1 ------------------------------------------------------------ The initial Exclusive Filing Period and Solicitation Period of the Asia Global Crossing Debtors currently are set to expire on March 17, 2003 and May 16, 2003. By this motion, the AGX Debtors seek a 45-day extension of the Exclusive Periods through and including May 1, 2003 and June 30, 2003, without prejudice to their rights to seek additional extensions. The extension is essential in the context of the AGX Debtors' large and complex Chapter 11 cases. Richard F. Casher, Esq., at Kasowitz Benson Torres & Friedman LLP, in New York, tells the Court that the Exclusive Periods afford a debtor a full and fair opportunity to propose a consensual plan and solicit acceptance of this plan without the deterioration and disruption of its operations that might be caused by the filing of competing plans by non-debtor parties. The primary objective of a Chapter 11 case is the formulation, confirmation, and consummation of a consensual Chapter 11 plan. It is the AGX Debtors' intention to achieve this objective without undue delay. By any reasonable measure, Mr. Casher argues that the Debtors' Chapter 11 cases are sufficiently sizeable and complex to warrant the requested extension of the Exclusive Periods. AGX is the holding company for a substantial and wide-ranging business with extensive holdings. As of January 21, 2003, AGX's consolidated financial group of subsidiaries listed $2,413,326,000 in "book" assets and $1,895,468,000 in "book" liabilities. As of March 10, claims over $1,000,000,000 have been filed in the Debtors' cases. The Debtors have not had adequate time to analyze the validity of these claims. Although these cases involve only two Debtors, Mr. Casher insists that these cases nevertheless are quite complex. The underpinnings of the Debtors' liquidating plan of reorganization and the distributions to its creditors is the sale of substantially all of its assets to Asia Netcom, a Bermuda-based investment vehicle of China Netcom Corporation (Hong Kong) Limited. CNC is a member of the China Netcom Group, one of two incumbent wireline operators in the People's Republic of China. The Debtors' assets sold to Asia Netcom include equity interests in numerous foreign subsidiaries in a multitude of jurisdictions. The Asia Netcom Transaction was complicated if for no other reason than the complex dynamics of negotiating and closing a transaction involving a People's Republic of China- based buyer and the regulatory regimes of foreign jurisdictions affecting the sale and purchase by a People's Republic of China- based buyer of the Debtors' foreign subsidiaries. Mr. Casher points out that the global nature of the Debtors' businesses adds an additional layer of complexity, as does the overlay of parallel extraterritorial "winding up" proceedings involving the Debtors in Bermuda and the appointment of the JPLs. In addition, the initial months of the Debtors' Chapter 11 cases have been devoted to difficult and protracted negotiations with Global Crossing that culminated in the Settlement. The Settlement resolved substantial intercompany claims between AGX and certain of its subsidiaries, on the one hand, and Global Crossing and certain of its subsidiaries, on the other hand, and also established a framework for a commercial relationship between AGX and Global Crossing, in each case, as required by the terms of the Sale Agreement. The Debtors have taken significant strides to establish a framework to effectuate the Debtors' liquidation and the development of a liquidating plan to implement this liquidation. Mr. Casher points out that the essential predicate for the Debtors' liquidating plan was the consummation of the Asia Netcom Transaction. The Asia Netcom Transaction represented the culmination of more than six months of negotiation between AGX and Asia Netcom that was preceded by an exhaustive worldwide marketing of AGX and its assets to ensure that AGX received the highest and best offer for its assets. In that regard, the Asia Netcom Transaction provides AGX's creditors with the highest and best possible return. However, the Asia Netcom Transaction did not close until March 10, 2003, only one week prior to the expiration of the Exclusive Filing Period. Moreover, the Settlement with Global Crossing was not formalized and executed until March 5, 2003. With those exceedingly time-intensive matters having been concluded only a few days before the expiration of the initial Exclusive Filing Period, the Debtors have not had sufficient time to negotiate with the Committee to formulate a consensual liquidating plan of reorganization. However, in addition to consummating the Asia Netcom Transaction, the Debtors have made significant progress throughout the course of their Chapter 11 cases in laying the foundation for a consensual liquidating plan of reorganization. These include: A. Negotiating With Creditors: On November 25, 2002, the U. S. Trustee appointed the Committee. Even prior to the formation of the Committee, although AGX was not in default of any material obligation or covenant of the indenture governing AGX's 13.375% Senior Notes due 2010, AGX negotiated with an ad hoc committee of holders of the Senior Notes in connection with its restructuring. The Ad Hoc Committee had significant input in AGX's prepetition restructuring activities, including significant contact with AGX professionals and input in the restructuring efforts undertaken by AGX and its financial advisors, Lazard Freres & Co. LLC and other professionals. Since the formation of the Committee, the Debtors and their professionals have engaged directly with the Committee and its advisors on a regular basis with respect to the Sale Agreement, the establishment of procedures for the solicitation of investment proposals for the sale of AGX's assets, the distribution of funds to AGX's estate for the benefit of its creditors in connection with the Sale, and other matters relating to the administration of these Chapter 11 cases. B. Establishing Auction Procedures and Confirming the Sale: On December 10, 2002, this Court approved an order establishing procedures for an auction of the Acquired Assets. That order was submitted to the Court after the Committee was given an opportunity to comment on the form of the order. In the absence of competing bids for the Acquired Assets, an auction was not held and the Asia Netcom Transaction was approved following the Sale Hearing and pursuant to a Court order entered on January 29, 2003. Again, the Sale Order was submitted to the Court after the Committee had the opportunity to comment on the form of the Sale Order; indeed, the Committee had significant input on amendments to the Sale Agreement that were executed following the entry of the Sale Order. C. Key Vendor Negotiations: The proper and effective operation of the AGX's telecommunications network requires the cooperation and assistance of the Debtors' key vendors. To ensure this service and maximize the integrity of the telecommunications network for the benefit of all parties- in-interest, and to satisfy a requirement under the Sale Agreement, AGX successfully negotiated with KDDI Submarine Cable Systems Inc. and NEC Corporation, its key vendors, the extinguishment of the vendors' substantial potential claims against AGX and the basis for an ongoing commercial relationship. Each of KDDI and NEC held a substantial claim against East Asia Crossing Ltd., one of AGX's non-debtor subsidiaries, and AGX arising in connection with the construction of the East Asia Crossing undersea telecommunications cable. In conjunction with the Asia Netcom Transaction, those claims, which totaled $280,000,000, have been reduced, restructured and assumed by Asia Netcom and, as to AGX, released. D. Settlement with Global Crossing: Global Crossing is the majority shareholder of AGX and is its single most important commercial relationship. Global Crossing's network provides the necessary and uninterrupted worldwide services for AGX's customers. After a number of months of intensive negotiations that commenced prior to the Petition Date, AGX and Global Crossing have reached a universal settlement. The Settlement Agreement: -- resolves all claims of AGX and its subsidiaries and affiliates under its control against Global Crossing and its subsidiaries and affiliates, which claims aggregate $1,000,000,000; -- resolves all claims of the Global Crossing Entities against AGX and its subsidiaries and affiliates, which claims aggregate $330,000,000; -- provides a transition plan and transition services for AGX's businesses to facilitate the sale of assets to Asia Netcom; -- implements a certain undersea cable maintenance agreement between the parties; and -- establishes the terms for a continuing telecommunications business relationship. The Settlement was a significant predicate to the Asia Netcom Transaction and will spare AGX's estate the dilution that otherwise would be caused by the allowance of the Global Crossing Entities' claims. Since the Petition Date, Mr. Casher contends that the Debtors have behaved in a manner consistent with their fiduciary duties to their creditor constituencies, evidencing proper motive in seeking, with the Committee's consent, a short extension of the Exclusive Periods. The Debtors have demonstrated good faith in their efforts to negotiate with all relevant parties at this critical stage of their Chapter 11 cases. The Debtors have recognized the need to deal with those parties and consistently have conferred with them on major substantive and administrative matters, often reaching an agreement or a compromise. Mr. Casher assures the Court that granting a short extension of the Exclusive Periods in this instance would not give the Debtors an unfair bargaining leverage over creditor constituencies. Instead of prejudicing any party-in-interest, the extension will afford the Debtors an opportunity to negotiate a consensual, workable liquidating plan with the Committee and expeditiously seek confirmation of this plan. Thus, failure to extend the Exclusive Periods as requested would defeat the very purpose of Section 1121 of the Bankruptcy Code -- to provide the debtor with a reasonable opportunity to negotiate with creditors and other parties-in-interest and propose a confirmable Chapter 11 plan. Although the contingency of closing the Asia Netcom Transaction now has occurred within the Exclusive Filing Period, Mr. Casher tells the Court that the transaction was not consummated until one week prior to the end of the Exclusive Filing Period. With the closing having taken place, the Debtors now, free from the substantial time demands of the Asia Netcom Transaction, can focus its time and energy on: -- the liquidating plan of reorganization and negotiating the final form of the plan with the Committee; and -- a disclosure statement in respect of the liquidating plan. The timetable for closing the Asia Netcom Transaction necessitates that the Exclusive Periods be extended briefly in order that the Debtors may have a realistic opportunity to formulate and negotiate a consensual, confirmable plan. Mr. Casher asserts that the Debtors have sufficient liquidity to pay, and, indeed, are paying, their postpetition bills as they come due. The Debtors have sufficient resources to meet all projected postpetition payment obligations. As a result of the consummation of the Asia Netcom Transaction, AGX has $93,100,000 of cash on hand while AGX Development Co. has $1,160,000 of cash on hand. Both Debtors easily have sufficient cash to fund their Chapter 11 cases. * * * The Court will convene a hearing on April 3, 2003 to consider the AGX Debtors' request. Accordingly, Judge Bernstein extends the Debtors' exclusive periods until the conclusion of that hearing. (Global Crossing Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service, Inc., 609/392-0900) BARRINGTON FOODS: Taps BBX Equity to Explore Financing Options -------------------------------------------------------------- Barrington Foods International Inc. (OTC BB: BFII), have entered into a formal consulting agreement with BBX Equity Group, LLC of Las Vegas to immediately explore various funding options for working capital, and to assist with a corporate restructuring plan. Placement documents are in process of being drafted, and the company expects initial funding via such placement may begin shortly. Further details will be announced when warranted. Barrington Foods' principal activities are focused in the wholesaling of select food products and proprietary formula development. The company's core product line is soy- and dairy- based powdered milk products, including their foremost product, Pride & Joy(R), an infant formula. The company will be introducing other complementary products, such as dried fruit snacks, powdered juice crystals, flavor formulas and high protein drinks, in the coming months. Barrington Foods has exclusive distribution agreements for products imported into the United States, such as gourmet coffees from Vietnam and Guatemala, and are vertically integrated through the manufacture and wholesale distribution of proprietary products. BETHLEHEM STEEL: Dimensional Fund Discloses 3.01% Equity Stake -------------------------------------------------------------- In a February 3, 2003 regulatory filing with the Securities and Exchange Commission, Dimensional Fund Advisors Inc., discloses that it beneficially owns 3,936,292 shares of Bethlehem Steel Corporation, in its role as investment advisor or manager. This represents 3.01% of all shares Bethlehem issued. Dimensional Fund's Vice President and Secretary, Catherine L. Newell, however, emphasizes that the Bethlehem common stocks are owned by certain investment companies, trusts and accounts. Dimensional furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts. Dimensional is a Delaware corporation and an investment advisor as defined in Section 240.13d-1(b)(1)(ii)(E) of the Securities and Exchange Act and registered under Section 203 of the Investment Advisors Act of 1940. According to Ms. Newell, "all securities reported are owned by advisory clients of Dimensional Fund Advisors, no one of which, to the knowledge of Dimensional, owns more than 5% of the class. Dimensional disclaims beneficial ownership of all such securities." (Bethlehem Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service, Inc., 609/392-0900) BIOTRANSPLANT INC: Will Hosting Conference Call on April 2, 2003 ---------------------------------------------------------------- BioTransplant Incorporated (OTC Bulletin Board: BTRNQ.OB) will host a conference call at 8:30 AM Eastern Time on Wednesday, April 2, 2003 to provide a company update. During the call, the Company will provide an update on its previously filed voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code. The Company will also provide an update on corporate developments, including the status of its contract dispute with the Catholic University of Louvain (UCL). The Company previously announced that it had received a purported notice of termination of its sponsored research agreement from UCL. UCL has alleged that the Company failed to make sponsored research and royalty payments under the agreement or devote the appropriate level of effort to develop and commercialize the licensed technology. The conference call may be accessed by dialing 800-915-4836 for domestic callers, and 973-317-5319 for international callers. A replay of the conference call will be available from 10:30 AM Eastern Time on April 2, 2003 through 11:59 PM Eastern Time, April 9, 2003, and may be accessed by dialing 800-428-6051 for domestic callers and 973-709-2089 for international callers. The passcode is 287896. BioTransplant Incorporated, a Delaware corporation located in Medford, Massachusetts, is a life science company whose primary assets are intellectual property rights that it has exclusively licensed to third parties. The Company's strategy is to maximize the potential future value of these licensed intellectual property rights. The Company has exclusively licensed Siplizumab (MEDI-507), a monoclonal antibody product, to MedImmune, Inc. Siplizumab is in Phase II clinical trials for the treatment of psoriasis. The Company's assets also include the AlloMune System technologies, which are intended to treat a variety of hematologic malignancies and improve outcomes for solid organ transplants, and the Eligix HDM Cell Separation Systems, which use monoclonal antibodies to remove unwanted cells from bone marrow, peripheral blood stem cell and donor leukocyte grafts used in transplant procedures. BioTransplant also has an interest in Immerge BioTherapeutics, Inc., a joint venture with Novartis, to further develop both companies' individual technology bases in xenotransplantation. BIOTRANSPLANT: UST Schedules Section 341(a) Meeting for April 4 --------------------------------------------------------------- The United States Trustee for Region 1 will convene a meeting of BioTransplant Incorporated's creditors at 1:45 p.m. on April 4, 2003, in Room 1190 of 10 Causeway Street in Boston, Massachusetts. This is the first meeting of creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Biotransplant Incorporated discovers, develops and commercializes therapeutics, therapeutic devices and therapeutic regimens designed to suppress undesired immune responses and enhance the body's ability to accept donor cells, tissues and organs. The Company filed for chapter 11 protection on February 27, 2003 (Bankr. Mass. Case No. 03-11585). Daniel C. Cohn, Esq., at Cohn Khoury Madoff & Whitesell LLP represents the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed $16,338,300 in total assets and $6,960,338 in total debts. BOUNDLESS CORPORATION: Creditors' Meeting Scheduled for April 25 ---------------------------------------------------------------- The United States Trustee for Region 2 will convene a meeting of Boundless Corporation and its debtor-affiliates' creditors on April 25, 2003, 10:00 a.m., at 560 Federal Plaza, Room 561, Central Islip, New York. This is the first meeting of creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Boundless Corporation is a global technology company and is composed of two subsidiaries: Boundless Technologies, Inc., a desktop display products company, and Boundless Manufacturing Services, Inc., an emerging EMS company providing build-to-order (BTO) systems manufacturing, printed circuit board assembly, as well as complete end-to-end solutions from design through product end-of-life to its customers. The Company filed for chapter 11 protection on March 12, 2003 (Bankr. E.D.N.Y. Case No. 03-81558). Jeffrey A Wurst, Esq., at Ruskin Moscou Faltischek PC represents the Debtors in their restructuring efforts. When the Company filed for chapter 11 protection from its creditors, it listed $19,442,850 in total assets and $19,417,517 in total debts. BURLINGTON IND.: Court Okays Sheffield as Committee's Advisor ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approves the Burlington Industries, Inc.'s Official Unsecured Creditor Committee's application to retain Sheffield Merchant Banking Group as financial advisors, nunc pro tunc to February 6, 2003. Furthermore, the indemnification provisions of the Retention Letter attached to the Application, are approved, subject to these provisions: (a) The Debtors are authorized to indemnify, and will indemnify, Sheffield, in accordance with the Retention Letter and for any claim arising from, related to, or in connection with the services to be rendered as described in the Retention Letter, but not for any claim arising from, related to, or in connection with Sheffield's postpetition performance of any services other than the services described in the Retention Letter unless the other postpetition services and indemnification therefore are approved by the Court; (b) Notwithstanding any provision of the Retention Letter to the contrary, the Debtors have no obligation to indemnify Sheffield, or provide contribution or reimbursement to Sheffield, for any claim or expense that is either: -- judicially determined to have arisen from Sheffield's gross negligence or willful misconduct, or -- settled prior to a judicial determination as to Sheffield's gross negligence or willful misconduct, but determined by this Court, after notice and a hearing, to be a claim or expense for which Sheffield should not receive indemnity, contribution or reimbursement under the terms of the Retention Letter as modified by this Order; and (c) If, before the earlier of (i) the entry of an order confirming a Chapter 11 plan in these cases, and (ii) the entry of an order closing these Chapter 11 cases, Sheffield believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors' indemnification, contribution or reimbursement obligations under the Retention Letter, including without limitation the advancement of defense costs, Sheffield must file an application in this Court, and the Debtors may not pay any amounts to Sheffield before the entry of a Court order approving the payment. The Retention Letter will be modified so that any success fee to be paid to Sheffield for a sale or transaction consummated after the termination of Sheffield's employment on the Committee's behalf will only be paid if the sale or transaction is consummated as a result of the services performed by Sheffield. * * * The terms of the Retention Agreement dated as of February 6, 2003 are: A. Scope of Services The professional services to be rendered by Sheffield include acting as financial advisor to the Committee and will also: (a) review and provide an analysis of the business, operations, properties, financial condition, business plans and forecasts and prospects of the Company; (b) monitor the Company's ongoing performance and address issues relating to management, including without limitation assessing potential management candidates; (c) evaluate the Company's debt capacity and capital structure in light of its projected cash flows; (d) review and provide an analysis of any proposed capital structure for the Company; (e) review and provide an analysis of any valuations of the Company, as a whole and by business unit, on a going concern basis and on a liquidation basis; (f) review and provide analysis of any proposed public or private placement of the debt or equity securities of the Company or any loan or other financing - including without limitation any proposed debtor-in-possession financing, cash collateral usage, adequate protection or exit financing; (g) review and provide an analysis of any of the Company's proposed material expenditures during its Chapter 11 case; (h) review and provide an analysis of all proposed Chapter 11 plan of reorganization proposed by any party; (i) review and provide an analysis of any new securities, other consideration or other inducements to be offered and/or issued under a Plan; (j) assist the Committee and/or participate in negotiations with the Company or any groups affected by a Plan; (k) assist the Committee in preparing documentation within our area of expertise required in connection with supporting or opposing a Plan; (l) review and provide an analysis of any proposed disposition of any material assets of the Company or any offers to purchase some or substantially all of the assets of the Company; (m) when and as requested by the Committee, render reports to the Committee as the Financial Advisor deems appropriate under the circumstances including without limitation providing specific valuation or other financial analyses the Committee may require in connection with the Chapter 11 case; (n) participate in hearings before the Bankruptcy Court with respect to the matters upon which the Financial Advisor has provided advice, including without limitation coordinating with the Committee's counsel to provide testimony and/or reports, as appropriate, in connection therewith; (o) at the Committee's request, and in conjunction with the Company's advisors, identify and pursue (i) potential buyers for the Company and/or some or substantially all of its assets, and (ii) potential new money investors; and (p) provide other financial advisory services as the Financial Advisor and the Committee and/or the Committee's counsel may from time to time agree in writing. B. Compensation (a) Monthly Advisory Fee A cash fee $75,000 will be due and paid by the Estate upon Bankruptcy Court approval of this Agreement and thereafter on each monthly anniversary during the term of this Agreement. (b) Transaction Fee The Transaction Fee will be equal to 2.5% of the amount by which the Unsecured Creditors' Recovery exceeds $140,000,000. C. Out-of-Pocket Expenses The Estate will, whether or not any Plan is confirmed, reimburse the Financial Advisor on a monthly basis for its travel and other reasonable out-of-pocket expenses incurred in connection with the Financial Advisor's activities under or contemplated by this engagement. The Estate will also reimburse the Financial Advisor for any sales, use or similar taxes arising in connection with any matter referred to or contemplated by this engagement. D. Recognition of Fee Structure The Financial Advisor, the Company and the Committee acknowledge and agree that the hours worked, the results achieved and the ultimate benefit to the parties represented by the Committee of the work performed, in each case, in connection with this engagement, may be variable, and that the Committee and the Financial Advisor have taken this into account in setting the fees hereunder. E. Information The Company will make available to the Financial Advisor all information concerning the business, assets, operations, financial condition and prospects of the Company that the Financial Advisor reasonably deems necessary in connection with the services to be performed for the Committee. F. Indemnification The Company and its Estate shall indemnify the Financial Advisor and certain related persons in accordance with the indemnification provisions G. Limitation of Liability Each of the Committee and the Company agrees that none of the Financial Advisor, its affiliates or their respective directors, officers, agents, employees and controlling persons, or any of their respective successors or assigns - Covered Persons - will have any liability to the Committee, the Company or the Estate for or in connection with this engagement or any transactions or conduct, except for losses, claims, damages, liabilities or expenses incurred by the Committee, the Company or the Estate, which are finally judicially determined to have resulted primarily from the bad faith, gross negligence or willful misconduct of the Covered Person. H. Termination This Agreement and the Financial Advisor's engagement may be terminated by either the Committee or the Financial Advisor at any time, upon 30 days' prior written notice to the other party. I. Confidentiality The Financial Advisor will keep confidential and use solely in its capacity as financial advisor to the Committee all information provided to it by the Company and the Committee and each of their agents. J. Credit The Financial Advisor will have the right to place advertisements in financial and other newspapers and journals at its own expense describing its services to the Committee. K. Choice of Law: Jurisdiction This Agreement and all controversies arising from or relating to performance of this Agreement will be governed by, and construed and enforced in accordance with, the laws of the State of New York. L. Successors and Assigns This Agreement will be binding upon the Financial Advisor, the Committee, the Company and the Estate and their respective successors and assigns. (Burlington Bankruptcy News, Issue No. 29; Bankruptcy Creditors' Service, Inc., 609/392-0900) Burlington Industries' 7.250% bonds due 2005 (BRLG05USR1) are trading at about 38 cents-on-the-dollar, says DebtTraders. See http://www.debttraders.com/price.cfm?dt_sec_ticker=BRLG05USR1 for real-time bond pricing. CCC GLOBALCOM: Clifford J. Bottoms Resigns as CFO and Director -------------------------------------------------------------- Clifford J. Bottoms has resigned as the chief financial officer and as a director of the Company effective March 14, 2003. Mr. Bottoms has left the Company to pursue other interests. Mario Hernandez, controller, will be the principal financial officer of the Company and head of the finance department. Mr. Gary Owens and Mr. Michael Walsh have also resigned from the Company's board of directors due to time limitations. CCC GlobalCom Corporation is an Integrated Communications Provider headquartered in Houston. The Company offers a full range of communications services to commercial and residential customers while providing a single point of contact through bundled billing services. CCC GlobalCom Corporation provides local, long distance, high-speed data, Internet, paging and other enhanced communications services in the United States. In addition, CCC GlobalCom Corporation has franchise operations in Colombia - South America. CCC GlobalCom Corporation actively seeks opportunities to acquire existing telecommunication service providers, customer bases and major telecommunication switching equipment to be deployed in its target markets. CCC GlobalCom Corporation -- whose Sept. 30, 2002 balance sheet shows a working capital deficit of about $31 million, and a total shareholders' equity deficit of about $27 million -- is actively seeking opportunities to acquire existing telecommunication service providers, customer bases and major telecommunication switching equipment to be deployed in its target markets. CONCURRENT COMPUTER: Pursuing Funding & Strategic Alternatives -------------------------------------------------------------- Concurrent Computer Corporation (NASDAQ: CCUR), a pioneer and market leader in commercial Video-On-Demand (VOD) deployments and premier provider of high-performance, real-time computer solutions for commercial and government markets, will host a conference call at 11 a.m. EST to provide updated details about the status of its business and its current expectations for the fiscal third quarter ending March 31, 2003. For the Company's fiscal third-quarter ending March 31, 2003 the company expects total revenues to be between $16.5 and $18.5 million. VOD revenue is expected to be between $7.5 and $9.5 million and Real-Time revenue is expected to be approximately $9.0 million. The primary reasons surrounding the lower VOD revenue expectations relate to order timing issues among a relatively small cable customer base, continued concern by select customers regarding capital spending, ongoing integration and implementation issues which have temporarily slowed the pace of certain rollouts, further delays in international opportunities, and new competitive pricing pressures in the market. Concurrent's competitive position remains strong, as indicated by the fact that no VOD market deployment that Concurrent had expected to win has been lost to a competitor during the quarter. Due to competitive pricing pressures and the service costs being spread over a smaller product revenue base, the VOD gross margin percentage is expected to be in the low 40's in the third quarter. For the Company's fiscal third-quarter ending March 31, 2003, the company expects its loss per share to be between 5 and 6 cents, excluding any possible impact of a further write-down of the Company's investment in Thirdspace. Concurrent is actively involved with Thirdspace as they continue to pursue additional funding and strategic alternatives. The Company's initial equity investment of $7.3 million was written down to $4.4 million in the second quarter ended December 31, 2002. Although Concurrent's $6 million loan to Thirdspace is secured by all of the assets of Thirdspace, there can be no assurance that these assets will be sufficient to repay the debt owed to Concurrent in the event of possible insolvency. The ultimate future of Thirdspace is unclear at this time and it is likely that Concurrent will be required to write-down most, if not all, of its equity investment in the third quarter. Concurrent also may be required to write-down the notes receivable from Thirdspace in the quarter. A further write-down of the equity investment in Thirdspace to zero would add 7 cents to the net loss per share and a complete write-down of the note receivable from Thirdspace would add another 10 cents to the net loss per share, if required, or an aggregate of an additional 17 cents per share. Concurrent Computer Corporation -- http://www.ccur.com-- is a worldwide leader in high-performance computer systems, software and servers. Concurrent's XSTREME Division is a worldwide market leader in providing digital VOD systems to the broadband industry. This market includes broadband VOD and rich streaming media applications such as corporate training, education, hospitality and digital video-to-the-home. Concurrent is also a leading provider of high-performance, real-time computer systems, solutions, and software that focus on hardware-in-the- loop and man-in-the-loop simulation, data acquisition, and industrial control systems for commercial and government markets. Concurrent has 35 years of experience and is providing these best of breed solutions through its offices in North America, Europe, Asia, and Australia. Concurrent is a leader in the VOD market, serving eight major cable operators in 52 markets with over 3.5 million digital subscribers. Concurrent's proven technology provides one of the most flexible, comprehensive solutions for HFC, DSL, and IP- based networks. The Company's powerful and scalable VOD systems are based on open standards and are integrated with the leading broadband technologies. CONGOLEUM CORP: Seeks Bondholders' Consent to Amend Indenture ------------------------------------------------------------- Congoleum Corporation (AMEX:CGM) announced that as part of its strategy to resolve its asbestos liabilities, it is seeking bondholders' approval of certain amendments to the indenture governing its 8-5/8% Senior Notes due 2008. These amendments are intended to expressly give Congoleum greater flexibility to proceed with certain steps and transactions in connection with its asbestos settlement negotiations. Upon successful completion of these negotiations, Congoleum intends to file a prepackaged plan of reorganization under Chapter 11 of the Bankruptcy Code which would incorporate the asbestos settlement and leave its bondholders, trade creditors, and other non-asbestos related claim creditors unimpaired. Adoption of the proposed amendments to the indenture requires the consent of holders representing a majority of the aggregate principal amount of the outstanding notes as of the record date. Holders of such a majority have already provided Congoleum with written confirmation that they intend to consent to the proposed amendments. Roger S. Marcus, Chairman of the Board, commented, "Our negotiations with claimants' counsel have progressed to the point where we believe we should be able to reach agreement. We have reviewed our goals and strategy with our largest bondholders under confidentiality agreements and they have given us their support and encouragement. This solicitation provides for the formalization of that support and positions us to finalize a settlement agreement with the claimants' counsel once the remaining economic and other aspects of our negotiations are concluded, which I am optimistic could occur shortly." The solicitation is being made upon the terms and is subject to the conditions set forth in the Consent Solicitation Statement dated March 17, 2003, and related documents. Copies of those documents can be obtained by contacting The Altman Group, Inc., the consent agent for the consent solicitation, at (212) 681-9600. The expiration date for the consent solicitation is 3:00 p.m., New York City time, on Thursday, March 27, 2003, unless extended by Congoleum. Congoleum Corporation is a leading manufacturer of resilient flooring, serving both residential and commercial markets. Its sheet, tile and plank products are available in a wide variety of designs and colors, and are used in remodeling, manufactured housing, new construction and commercial applications. The Congoleum brand name is recognized and trusted by consumers as representing a company that has been supplying attractive and durable flooring products for over a century. CONSECO FINANCE: S&P Drops Ratings on 4 Related Deals to D ---------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings to 'D' on four classes from various Conseco Finance Corp-related series issued by Home Improvement & Home Equity Loan Trust, Home Improvement Loan Trust 1996-E, and Home Equity Loan Trust 1997-B. Conseco Finance Corp., did not make any payments under the limited guarantee on the March 17, 2003 distribution date, resulting in a principal distribution shortfall on series 1996- E, and interest shortfalls on the remaining three classes in the list below. The ratings on the certificates were lowered to 'CCC-' from 'CCC+' on Sept. 12, 2002, as a result of an analysis that determined that the monthly excess spread alone might not be sufficient to offset the weakening credit quality of the guarantor, Conseco Finance Corp. Each of the four certificates has credit support from a limited guarantee provided by Conseco Finance Corp. and from monthly excess spread. RATINGS LOWERED Home Improvement & Home Equity Loan Trust Rating Series Class To From 1996-D HE:B-2 D CCC- 1997-A HE:B-2 D CCC- Home Improvement Loan Trust Rating Series Class To From 1996-E (single class) D CCC- Home Equity Loan Trust Rating Series Class To From 1997-B B-2 D CCC- CONSECO INC: Judge Doyle Approves Disclosure Statement ------------------------------------------------------ Conseco, Inc., (OTCBB:CNCEQ) received Bankruptcy Court approval of its Disclosure Statement for its Plan of Reorganization. The approval of the Disclosure Statement allows Conseco to commence soliciting votes for confirmation of its Plan of Reorganization. The Disclosure Statement and ballots to vote on the plan are expected to be mailed shortly. The voting record date is March 19, 2003 and the deadline for returning the completed ballots is May 14, 2003. The hearing to consider confirmation of the Plan is scheduled to begin on May 28, 2003. "We are very pleased that the Court has approved the adequacy of our Disclosure Statement," said William J. Shea, president and chief executive officer. "With the continued support of our banks and bondholders and the Official Committee of Unsecured Creditors, we continue to make considerable progress in our efforts to reorganize our capital structure and our businesses." Upon emergence from Chapter 11, Conseco, Inc., will be engaged exclusively in the insurance business. The full texts of the Second Amended Joint Plan of Reorganization and Second Amended Disclosure Statement are available at http://www.bmccorp.net/consecoand will soon be available at the SEC's Web site at http://www.sec.gov The Disclosure Statement and Plan do not govern the Chapter 11 petitions filed by Conseco Finance Corp., or its subsidiaries. CONSECO INC: Asks Court to Extend Removal Period to September 11 ---------------------------------------------------------------- James H.M. Sprayregen, Esq., at Kirkland & Ellis, relates that Conseco Inc., and its debtor-affiliates are defendants in numerous lawsuits in various state and federal courts for a large number of different claims. Many actions were filed prior to the Petition Date. Since then, a number of additional actions have been filed and are continuing to be filed. The Debtors have not had a full opportunity to investigate their involvement in the Actions. The Debtors assert that it is both prudent and necessary to seek an extension of time to protect their right to remove Actions that are discovered through the Debtors' investigation and the claims review process. Rule 9006(b) of the Federal Rules of Bankruptcy Procedure allows the Court to further enlarge the unexpired time periods: "When an act is required or allowed to be done at or within a specified period by these rules or by a notice given thereunder or by order of court, the court for cause shown may at any time in its discretion . . . with or without motion or notice order the period enlarged if the request therefore is made before the expiration of the period originally prescribed or as extended by a previous order." Accordingly, the Debtors ask the Court to extend the deadline to remove actions until September 11, 2003. Judge Doyle enters a bridge order extending the removal period to March 31, 2003. (Conseco Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service, Inc., 609/392-0900) DebtTraders reports that Conseco Inc.'s 10.750% bonds due 2008 (CNC08USR1) are trading at about 13 cents-on-the-dollar. See http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC08USR1for real-time bond pricing. DEAN FOODS: Makes $100MM Partial Redemption of 5-1/2% Preferreds ---------------------------------------------------------------- Dean Foods Company (NYSE: DF) announced that its wholly-owned subsidiary, Dean Capital Trust, will partially redeem its 5-1/2% Trust Issued Preferred Equity Securities. TIPES with an aggregate liquidation amount of $100 million will be redeemed on April 17, 2003 at a redemption price of $51.0315 per security. The TIPES to be redeemed will be selected by lot pursuant to the terms of the related indenture. Holders of TIPES that are selected for redemption will have until 4:00 P.M. EST on April 16, 2003 to convert their preferred securities into shares of Dean Foods common stock instead of receiving the $51.0315 redemption price. TIPES submitted for conversion will be exchanged for 1.278 shares of Dean Foods common stock for each TIPES security. Fractional shares will be paid in cash. The company will fund cash redemptions using cash flow from operations and borrowings under the company's senior credit facility. Any shares of common stock that Dean Foods Company may issue as a result of conversions of TIPES are already reflected in the company's reported diluted share calculation for purposes of determining diluted earnings per share, as required by generally accepted accounting principles. Approximately $500 million of TIPES will remain outstanding following the completion of this partial redemption. Dean Foods Company is one of the nation's leading food and beverage companies. The company produces a full line of company- branded and private label dairy and dairy-related products such as milk and milk-based beverages, ice cream, coffee creamers, half and half, whipping cream, whipped toppings, sour cream, cottage cheese, yogurt, dips, dressings and soy milk. The company is also a leading supplier of pickles and other specialty food products, juice, juice drinks and water. The company operates over 120 plants in 38 U.S. states and Spain, and employs approximately 28,000 people. * * * As previously reported, Fitch Ratings initiated coverage of the New Dean Foods Company assigning a 'BB+' secured credit facility rating and 'B-' trust convertible preferred securities rating. Fitch's rating of the senior unsecured notes that were outstanding prior to Suiza Foods Corporation (Suiza) acquisition, and on Rating Watch Negative have been downgraded to 'BB-' from 'BBB+'. Fitch has also withdrawn the Old Dean Foods commercial paper rating of 'F2', which was also on Rating Watch Negative. DEVON MOBILE: Seeking Buyers for Wireless Assets in Three States ---------------------------------------------------------------- Devon Mobile Communications, L.P., operating as debtor-in- possession under chapter 11 of the U.S. Bankruptcy Code, is seeking buyers for its remaining 22 wireless markets in Pennsylvania, New York and New England. These markets cover territories that comprise a total population of approximately 7.1 million. Devon Mobile has invested over $115 million in property, plant and equipment to build out its wireless networks in these markets. Pennsylvania Markets Devon Mobile has elected to immediately initiate a private sale process for its nine contiguous Pennsylvania wireless markets. Devon Mobile had originally planned to auction these markets, including 10 MHz in Pittsburgh, on March 12, 2003. Although multiple bids were received, none conformed to the requirements in the bid procedures approved by the Bankruptcy Court on February 21, 2003. The markets cover territories that comprise a total population of approximately 3.5 million and are as follows: BTA Market MHz 350 Pittsburgh, PA 10 131 Erie, PA 10 429 State College, PA 10 117 Du Bois-Clearfield, PA 15 416 Sharon, PA 15 328 Oil City-Franklin, PA 15 317 New Castle, PA 15 287 Meadville, PA 15 203 Indiana, PA 15 Interested parties should contact Jeffrey R. Manning of Devon Mobile's financial advisor Legg Mason Wood Walker, Incorporated at (410) 454-5395. New York and New England Markets Devon Mobile also filed a procedures motion with the Bankruptcy Court on March 7, 2003 for an order authorizing it to conduct an auction for its five contiguous wireless markets in New York and eight contiguous wireless markets in New England on April 10, 2003. These markets cover territories that comprise a total population of approximately 3.6 million and are as follows: BTA Market MHz, 60 Buffalo-Niagara Falls, NY 10 127 Elmira-Corning- Hornell, NY 10 330 Olean, NY-Bradford, PA 10 215 Jamestown, NY- Warren, PA 10 208 Ithaca, NY 10, 63 Burlington, VT 10 30 Bangor, ME 10 251 Lewiston-Auburn, ME 10 249 Lebanon- Claremont, NH 10 465 Waterville-Augusta, ME 15 227 Keene, NH- Brattleboro, VT 10 388 Rutland-Bennington, VT 10 363 Presque Isle, ME 20 A hearing with respect to the procedures motion is scheduled to occur on March 20, 2003. If approved, the auction of the New York and New England markets will take place at 10:00 a.m. in the offices of Devon Mobile's bankruptcy counsel, Brown Raysman Millstein Felder & Steiner in New York City. Bid procedures may be obtained from Brown Raysman - Attention: Gerard S. Catalanello, (212) 895-2635 or Legg Mason - Attention: Steven R. Soraparu, (410) 454-5104. Qualifying bids are due by 5:00 p.m. April 4, 2003. "We have set the stage for interested parties to acquire attractive licenses and network assets in the Northeastern U.S.", said Lisa-Gaye Shearing Mead, president of Devon G.P., Inc. Devon Mobile was established in 1995. Devon GP owns 50.1% of the partnership interests and Adelphia Communications Corporation owns 49.9%. Together with its direct debtor and non-debtor subsidiaries, Devon Mobile is a personal communications service company with PCS networks and/or licenses in six states: Maine, New Hampshire, western New York, western Pennsylvania, Vermont and western Virginia. Devon Mobile and its subsidiaries hold 31 Federal Communications Commission licenses that permit them to build, operate and maintain PCS networks in certain areas of those states. The license areas comprise a total population of approximately 8.8 million. Legg Mason Wood Walker, Incorporated is a wholly-owned subsidiary of Legg Mason, Inc. (NYSE: LM), a Baltimore, MD-based holding company that provides asset management, securities brokerage, investment banking, and related financial services through its subsidiaries. DIRECTV LATIN AMERICA: Files Chapter 11 Petition in Wilmington -------------------------------------------------------------- DIRECTV Latin America, LLC, in order to aggressively address the Company's financial and operational challenges, filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code yesterday morning in Wilmington. The filing applies only to DIRECTV Latin America, LLC, a U.S. company, and does not include any of its operating companies in Latin America and the Caribbean, which will continue regular operations. DIRECTV(TM) is the leading pay television service in Latin America and the Caribbean with approximately 1.6 million subscribers in 28 countries. DIRECTV Latin America, LLC intends to continue providing its DIRECTV service as normal without interruption across Latin America and the Caribbean. "The commitment by DIRECTV Latin America, LLC to provide its customers with the best service and widest array of entertainment options has not changed," said Michael A. Feder, chief restructuring officer, DIRECTV Latin America, LLC. "The action we have taken today in the U.S. is intended to strengthen DIRECTV Latin America and allow us to continue to selectively add new subscribers on a profitable basis and further enhance our product offerings for the benefit of our customers." DIRECTV Latin America, LLC is a Delaware limited liability company owned by DIRECTV Latin America Holdings, a subsidiary of Hughes Electronics Corporation (HUGHES); Darlene Investments LLC, an affiliate of the Cisneros Group of Companies; and Grupo Clarin. Today's filing was made in the U.S. Bankruptcy Court in Wilmington, Delaware. HUGHES has agreed to provide DIRECTV Latin America with a $300 million senior secured debtor-in-possession financing facility (subject to Bankruptcy Court approval) to supplement its existing cash flow and help ensure that vendors, programmers and other business associates receive payment for services incurred after the bankruptcy filing was made. In early January 2003, DIRECTV Latin America, LLC announced it had initiated negotiations with certain programmers, suppliers and business associates in an effort to resolve issues that have affected the financial performance of the Company in recent years, including excessive fixed costs and a substantial debt burden during a time of economic deterioration throughout Latin America. The Company's decision to voluntarily file for Chapter 11 followed its determination that these negotiations would not achieve a satisfactory long-term outcome for DIRECTV Latin America, LLC. Feder said, "We appreciate the efforts by all involved in the discussions regarding a potential out-of-court restructuring. However, we have concluded that a Chapter 11 filing is a necessary and appropriate means of addressing the Company's current financial and operating challenges. We expect this process will enable us to significantly reduce our fixed costs by restructuring or rejecting contracts that are not in line with the current economic realities of the marketplace or that do not provide for programmers and suppliers to appropriately share the risks of exchange rate fluctuation and currency devaluation. The process should also allow us to simplify certain contractual issues and significantly reduce our long- term debt." Feder continued, "Because we have already identified the issues that need to be addressed, we are prepared to move forward quickly and complete the restructuring process as soon as we are able." Concurrent with today's announcement, it was announced that Kevin N. McGrath has retired as chairman of DIRECTV Latin America, LLC, and Larry N. Chapman has been named president and chief operating officer of the Company, effective immediately. DIRECTV Latin America, LLC previously retained AP Services, LLC, an affiliate of AlixPartners, LLC as restructuring advisors and appointed Feder, a principal of the firm, as chief restructuring officer. Feder will continue to oversee the restructuring efforts during the bankruptcy process, reporting to Chapman. In conjunction with the Chapter 11 filing, DIRECTV Latin America, LLC filed "First Day Motions" to support its employees and vendors. These filings include requests to continue employee payroll and benefits as usual; to obtain interim approval of the DIP financing from HUGHES and maintain existing cash management programs; and to retain legal and financial professionals to assist with the Company's restructuring. In addition, the Company intends to file motions today seeking to reject certain executory agreements that it has determined to be uneconomic and not in its best long-term interest. These include contracts pertaining to Disney Channel Latin America, MUSIC CHOICE and certain exclusive rights to broadcast the 2006 FIFA World Cup(TM) soccer tournament. DIRECTV Latin America, LLC will continue normal business operations in its markets across Latin America and the Caribbean. "We will continue to pursue opportunities to add new programming and services that further enhance the DIRECTV experience for our customers," Feder said. About DIRECTV Latin America DIRECTV is the leading direct-to-home satellite television service in Latin America and the Caribbean. Currently, the service reaches approximately 1.6 million customers in the region, in a total of 28 markets. DIRECTV is currently available in: Argentina, Brazil, Chile, Colombia, Costa Rica, Ecuador, El Salvador, Guatemala, Honduras, Mexico, Nicaragua, Panama, Puerto Rico, Trinidad & Tobago, Uruguay, Venezuela and several Caribbean island nations. DIRECTV Latin America, LLC is a multinational company owned by DIRECTV Latin America Holdings, a subsidiary of Hughes Electronics Corporation; Darlene Investments, LLC, an affiliate of the Cisneros Group of Companies; and Grupo Clarin. DIRECTV Latin America has offices in Buenos Aires, Argentina; Sao Paulo, Brazil; Cali, Colombia; Mexico City, Mexico; Carolina, Puerto Rico; Fort Lauderdale, USA; and Caracas, Venezuela. For more information on DIRECTV Latin America please visit http://www.directvla.com Hughes Electronics Corporation, a unit of General Motors Corporation, is a world-leading provider of digital television entertainment, broadband satellite networks and services, and global video and data broadcasting. The earnings of HUGHES are used to calculate the earnings attributable to the General Motors Class H common stock (NYSE: GMH). DIRECTV LATIN AMERICA: Case Summary & 20 Largest Creditors ---------------------------------------------------------- Debtor: DirecTV Latin America, LLC 2400 E. Commercial Blvd. Fort Lauderdale, Florida 33308 Telephone (954) 958-3200 http://www.directvla.com Bankruptcy Case Number: 03-10805 (PJW) Chapter 11 Petition Date: March 18, 2003 Bankruptcy Court: United States Bankruptcy Court District of Delaware 824 Market Street, 5th Floor Wilmington, DE 19801 (302) 252-2900 Bankruptcy Judge: The Honorable Peter J. Walsh Debtors' Lead Bankruptcy Counsel: Lawrence K. Snider, Esq. Stuart M. Rozen, Esq. Alex P. Montz, Esq. Sean T. Scott, Esq. Mayer, Brown, Rowe & Maw 190 N. LaSalle Street Chicago, Illinois 60603 Telephone (312) 782-0600 Fax (312) 701-7711 Debtors' Local Bankruptcy Counsel: Joel A. Waite, Esq. M. Blake Cleary, Esq. Young, Conaway, Stargatt & Taylor, LLP The Brandywine Building 1000 West Street P.O. Box 391 Wilmington, Delaware 19899-0391 Telephone (302) 571-6600 Fax (302) 571-1253 Debtors' Restructuring Advisor: AP Services, LLC (an AlixPartners affiliate) Claims Agent: Ron Jacobs Bankruptcy Services LLC Heron Tower 70 East 55th Street, 6th Floor New York, New York 10022 Telephone (212) 376-8902 U.S. Trustee: Frank J. Perch, III, Esq. Office of the U.S. Trustee 844 King Street, Suite 2313 Lockbox 35 Wilmington, DE 19801 Telephone (302) 573-6491 Fax (302) 573-6497 Estimated Total Assets (as of Dec. 31, 2002): $600,000,000 Estimated Total Debts (as of Dec. 31, 2002): $1,600,000,000 DIRECTV Latin America's 20-Largest Unsecured Creditors: Entity Nature Of Claim Claim Amount ------ --------------- ------------ Hughes Loan and $1,367,433,742 Attn: Dave Baker Miscellaneous 200 N. Sepulveda Blvd. Debt El Segundo, CA 90245 California Broadcast Center Trade Debt $32,127,494 Attn: Sandra Terry Building A03 - M/S 3000 3800 Via Oro Avenue Long Beach, CA 90810 Buena Vista (Disney) Trade Debt $25,082,664 Walt Disney Television (Latin America) Attn: Luis Perez Two Alhambra Tower, 9th Flr. Coral Gables, FL 33134 HBO Trade Debt $12,632,846 HBO Latin America Media Services, Inc. One Alhambra Plaza, Penthouse Coral Gables, FL 33134 LAPTV Atlanta Partners Trade Debt $5,651,289 Attn: Genaro Rionda 3845 Pleasantdale Road Atlanta, GA 30340 Kirschsports Trade Debt $4,932,000 Grafenauweg 2 P.O. Box 4442 6304 Zug SWITZERLAND Music Choice Trade Debt $3,642,709 Attn: Bob Ellis 300 Welsh Road, Building 1 Horsham, PA 19044 AOL Trade Debt $3,132,825 Attn: Juan Carlos Urdaneta 101 Amrietta Street Atlanta, GA 30303 Viacom -- MTV Trade Debt $2,556,208 Attn: Antionette Zel 1111 Lincoln Road, 6th Floor Miami Beach, FL 33139 Vivendi -- USA Trade Debt $2,301,809 Attn: Eric Denis 804 Douglas Road, Suite 700 Coral Gables, FL 33134 MGM Trade Debt $2,263,301 Attn: Mel Vin Perz Suite 1320 2800 Ponce de Leon Blvd. Coral Gables, FL 33134 Discovery Trade Debt $1,751,625 Attn: Enrique Martinez Suite 190 6505 Blue Lagoon Drive Miami, FL 33126 SONY Trade Debt $1,648,615 Attn: Michael Grindon 10202 West Washington Blvd. Culver City, CA 09232 ESPN (Disney) Trade Debt $1,515,314 Attn: Russell Wolff 605 Third Avenue New York, NY 10158 Troy Limited (Claxson) Trade Debt $1,451,637 Attn: Ralph Haiek 404 Washington Ave., 8th Flr. Miami Beach, FL 33139 Corporacion Venezolana Trade Debt $1,368,504 de Television (Claxson) 550 Biltmore Way, Suite 1180 Coral Gables, FL 33134 Hallmark Trade Debt $966,412 Attn: Eduardo Vera 95 Merrick Way, Suite 460 Coral Gables, FL 33194 Weather Channel Trade Debt $856,994 Attn: Eddie Ruiz Suite 101 8200 N.W. 52nd Terrace Miami, FL 33166 Open TV, Inc. Trade Debt $703,250 Attn: Accounts Receivable 401 East Middlefield Road Mountain View, CA 94043 BBC Worldwide Trade Debt $616,715 Attn: Simon Cottle Room C306 BBC Woodlands 80 Woodlne London W12 OTT UNITED KINGDOM EL PASO CORP: Closes $138-Million San Juan Basin Rosa Asset Sale ---------------------------------------------------------------- El Paso Corporation (NYSE: EP) has closed the sale of its interest in the San Juan Basin Rosa production properties to the Sacramento Municipal Utility District for $138 million. El Paso also announced the retirement of $1 billion of notes associated with the Limestone Electron Trust financings. The notes were retired on schedule using cash on hand. El Paso has recently generated significant cash from asset sales and from its recently closed $1.2 billion secured loan financing. A portion of the secured loan proceeds were used to repay the $825 million Trinity River financing on March 13, 2003. These successful transactions further demonstrate the significant progress that El Paso has made in executing its five-point business plan, which includes exiting non-core businesses quickly but prudently as well as strengthening and simplifying the balance sheet while maximizing liquidity. El Paso Corporation is the leading provider of natural gas services and the largest pipeline company in North America. The company has core businesses in production, pipelines, midstream services, and power. El Paso Corporation, rich in assets and fully integrated across the natural gas value chain, is committed to developing new supplies and technologies to deliver energy. For more information, visit http://www.elpaso.com * * * As reported in Troubled Company Reporter's February 11, 2003 edition, Standard & Poor's lowered its long-term corporate credit rating on energy company El Paso Corp., and its subsidiaries to 'B+' from 'BB'. Standard & Poor's also lowered its senior unsecured debt rating at the pipeline operating companies to 'B+' from 'BB' and the senior unsecured rating on El Paso to 'B' from 'BB-', reflecting structural subordination relative to the operating companies. All ratings on El Paso and its subsidiaries were removed from CreditWatch, where they were placed Sept. 23, 2002. The outlook is negative. El Paso Corporation's 7.000% bonds due 2011 are currently trading at about 72 cents-on-the-dollar. ENRON CORP: Mr. Russo Earns Nod to Hire Gardere Wynne as Counsel ---------------------------------------------------------------- Pursuant to Sections 105(a), 327(e) and 363(b)(1) of the Bankruptcy Code and the March 29 Order, Judge Gonzalez authorizes Enron Corporation and its debtor-affiliates to retain and compensate Gardere Wynne Sewell LLP as Gavin J. Russo's counsel, nunc pro tunc to July 1, 2002, as long as Mr. Russo is only a witness in connection with the Investigation. (Enron Bankruptcy News, Issue No. 59; Bankruptcy Creditors' Service, Inc., 609/392-0900) DebtTraders reports that Enron Corp.'s 9.875% bonds due 2003 (ENRN03USR3) are trading at about 15 cents-on-the-dollar. See http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR3 for real-time bond pricing. EXIDE TECHNOLOGIES: Judge Carey Fixes April 23 General Bar Date --------------------------------------------------------------- Judge Carey sets April 23, 2003 at 4:00 p.m. Eastern Time as the last day to file proofs of claim against Exide Technologies Debtors' estates. The Debtors will serve, on all known entities holding potential general claims, notice of the General Bar Date and a proof of claim form, substantially in the form of Official Form No. 10. Entities that should file claims on or before the General Bar Date are: A. any entity whose prepetition General Claim against a Debtor is not listed in the applicable Debtor's Schedules, Amended Schedules or is listed as contingent, disputed or unliquidated and that the entity wants to participate in the Debtors' Chapter 11 case or share in any distribution in these cases; B. any entity that believes its prepetition General Claim against a Debtor is improperly classified in the Debtors' Schedules, Amended Schedules or is listed in an incorrect amount and wants to have its General Claim allowed in a classification or amount that is different than that shown in the Debtors' Schedules or Amended Schedules; and C. any entity claiming damages as a result of contract rejection. These entities need not file proofs of claim by the General Bar Date: A. any entity that has already properly filed a proof of claim against one or more of the Debtors; B. any entity whose claim against a Debtor is not listed as contingent, unliquidated or disputed in the Debtors' schedules, and that agrees with the nature, classification and amount of its claim as identified in the schedules; C. any entity whose claim against a Debtor has previously been allowed by, or paid pursuant to an order of the Court; D. any of the Debtors, including any of the Debtors that hold claims against one or more of the Debtors; E. any entity whose claim is limited exclusively to a claim for repayment by the applicable Debtor of principal, interest or any claim based on an equity interest; F. any entity whose claim against any of the Debtors is limited to an administrative expense of these Chapter 11 cases under Section 503(b) of the Bankruptcy Code; G. any person or entity, other than an indenture trustee, seeking to assert a claim for principal and interest due on a bond issued by the Debtors; provided, however, that any bondholder holding any other type of claim, or alleging damages or asserting causes of action based on or arising from a bond, must file a proof of claim by the General Bar Date; and H. any person or entity seeking to assert a claim arising out of the Amended and Restated Credit and Guarantee Agreement dated September 29, 2000, among the Debtors, the Prepetition Agent, the Lenders, and others. Pursuant to Rule 3003(c)(2) of the Federal Rules of Bankruptcy Procedures, any entity that fails to file a proof of claim by the General Bar Date on account of a General Claim will be forever barred, estopped and enjoined from: A. asserting any General Claim against any of the Debtors: -- that exceeds the amount that is identified in the Schedules or Amended Schedules on behalf of the entity as undisputed, non-contingent and unliquidated; or -- that is of a different nature or a different classification than any General Claim identified in the Schedules or Amended Schedules on behalf of this entity; or B. voting on, or receiving distributions under, any plan or plans of reorganization in these Chapter 11 cases in respect of an Unscheduled Claim, notwithstanding that this entity may later discover facts in addition to, or different from, those which that entity knows or believes to be true as of the General Bar Date, and without regard to the subsequent discovery or existence of these different or additional facts. The primary component of the proposed notice program is direct mailed notice. The Debtors, through their noticing agent, will serve on all entities known to hold prepetition General Claims: -- a notice of the General Bar Date; and -- a proof of claim. (Exide Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service, Inc., 609/392-0900) Exide Technologies' 10.000% bonds due 2005 (EXDT05FRR1) are trading at about 15 cents-on-the-dollar, DebtTraders says. See http://www.debttraders.com/price.cfm?dt_sec_ticker=EXDT05FRR1 for real-time bond pricing. EXIDE TECHNOLOGIES: Signs New Supply Agreement With Volvo Trucks ---------------------------------------------------------------- Exide Technologies (OTC Bulletin Board: EXDTQ) -- http://www.exide.com-- a global leader in stored electrical- energy solutions, has signed a new three-year exclusive supply agreement with Volvo Trucks North America. VTNA is a division of Volvo Truck Corporation, one of the leading heavy truck and engine manufacturers in the world. Volvo Trucks manufactures a broad line of Class 8 and specialty trucks and tractors -- both on highway and vocational -- under the Volvo and Mack brands. VTNA has a strong dealer network as well as industry-leading parts and service programs that support owners of its new or used vehicles. The new agreement expands the existing Exide Technologies aftermarket product offerings from the Mack Truck dealer network to include new Volvo branded batteries for Volvo Truck dealers. Exide, now the exclusive supplier of the Mack Bulldog and Volvo branded batteries, also will supply its proprietary brands to the extensive VTNA network of Mack and Volvo dealers located throughout North America. "I was extremely pleased with willingness of Exide to work with us and be creative in their ideas," said Jay Fuggiti, Vice President of Purchasing for Volvo Parts North America. "The professionalism of the parties involved was admirable and has resulted in an agreement which will prove beneficial to both of our organizations." Through Mack Trucks, which was acquired by Volvo in December 2000, Volvo and Exide Technologies have had a relationship since the 1970s. "By combining innovative programming with maintaining the highest levels of quality and service, we will help VTNA achieve significant growth with its customers," said Craig H. Muhlhauser, Chairman and CEO of Exide Technologies. "We sincerely appreciate the continued support of Volvo Trucks North America." Exide Technologies, with operations in 89 countries and fiscal 2002 net sales of approximately $2.4 billion, is one of the world's largest producers and recyclers of lead-acid batteries. The company's three global business groups - transportation, motive power and network power -- provide a comprehensive range of stored electrical energy products and services for industrial and transportation applications. Transportation markets include original-equipment and aftermarket automotive, heavy-duty truck, agricultural and marine applications, and new technologies for hybrid vehicles and 42-volt automotive applications. Industrial markets include network power applications such as telecommunications systems, fuel-cell load leveling, electric utilities, railroads, photovoltaic (solar-power related) and uninterruptible power supply, and motive-power applications including lift trucks, mining and other commercial vehicles. Further information about Exide, its financial results and other information is available at http://www.exide.com FAIRPOINT COMMS: S&P Rates $219 Mill. Secured Bank Loan at BB- -------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB-' rating to incumbent rural local exchange carrier FairPoint Communications Inc.'s $219 million secured bank credit facility that matures in 2007. Standard & Poor's also affirmed its 'B+' corporate credit rating on the company and revised the outlook to stable from negative. Charlotte, North Carolina-based FairPoint had total RLEC debt of about $790 million at the end of 2002. "The outlook revision is based on improvement in FairPoint's liquidity resulting from less restrictive covenants under its new bank agreement and refinancing of maturing bank debt with proceeds from the recent issuance of $225 million in senior notes due in 2010," Standard & Poor's credit analyst Michael Tsao said. "The previous bank loan was rated at the same level as the corporate credit rating due to its substantially larger size. The much smaller current bank facility is rated one notch above the corporate credit rating because, based on a conservative discounted cash flow analysis, Standard & Poor's estimates that the value of the company's approximately 243,000 access lines would provide for strong likelihood of full recovery of principal in the event of default or bankruptcy on a fully drawn basis," Mr. Tsao added. The $219 million facility, which is comprised of a $30 million Term Loan A, a revolving credit facility of $60 million, and about $129 million outstanding under an existing Term Loan C, supersedes a prior bank loan commitment of about $440 million. The new facility is guaranteed by intermediate subsidiaries that are above various RLEC operating companies and is collateralized by the capital stocks of these same subsidiaries. The intermediate subsidiaries and operating companies are generally not permitted to directly incur debt and liens. In addition, there are no restrictions against the upstreaming of cash from the operating companies to service debt at the parent level. FLOW INTERNATIONAL: Defaults on Financial Loan Covenants -------------------------------------------------------- Flow International Corporation (Nasdaq: FLOW), the world's leading developer and manufacturer of ultrahigh-pressure waterjet technology equipment used for cutting, cleaning (surface preparation) and food safety applications, reported preliminary results for its third fiscal quarter ended January 31, 2003. On a consolidated basis, FLOW reported fiscal third quarter preliminary revenues of $28.9 million and a preliminary net loss of $42.3 million, which includes $32.8 million in charges related to accounts receivable and inventory reserves, goodwill impairment, allowances for deferred tax assets and other adjustments. These adjustments were highly influenced by the economic environment the company and its customers face, and are further described in detail in the "Comprehensive Financial Review" section below. This compares to $41.5 million in revenue and a net loss of $505,000 in the fiscal third quarter of 2002. Year to date, the company recorded preliminary revenues of $113.6 million and a preliminary net loss of $54.2 million, compared to $132.3 million in revenues and net income of $291,000 for the same period of fiscal 2002. The company is continuing to work with its independent accountants to finalize these preliminary amounts. The company intends to file a Form 12b-25 tomorrow, which extends the filing date for the company's Form 10-Q until March 24, 2003. The Flow Waterjet Systems segment reported preliminary third quarter revenues of $30.5 million and a preliminary net loss of $26.5 million or $1.64 per diluted share. The Avure Technologies segment recorded preliminary negative revenues as a result of the reversal of percentage of completion revenue previously recognized on four food systems (for two customers) based on the customers' failure to fulfill their purchase contract obligations. Total revenue reversed in the quarter was $5.9 million and, as a result, Avure reported preliminary third quarter revenues of negative $1.7 million and a preliminary net loss of $15.8 million. Avure booked $3 million in new food orders during the quarter, however revenue from these orders will be recognized upon customer acceptance. "Shortly after I became President and CEO in January, we began an immediate and comprehensive review of our financial condition and operations capabilities," commented Stephen R. Light, FLOW's new President and CEO. "The focus of this analysis was to identify and implement actions to reduce debt and return the company to profitability. The recently announced two-year restructuring program that will bring extensive operational improvements to the company is an initial result of this effort. This review continues. However, as a consequence of our third quarter results, we are in default of all financial loan covenants. As the company's current senior credit facility expires September 2003, we are working closely with our Senior Lenders to restore FLOW to a solid financial footing. I am pleased to report that we have already begun jointly working on a new long-term credit facility which is expected to be in place effective April 30, 2003. The company also expects to work with its Subordinated Lender to modify terms and covenants of the existing agreement to be in compliance effective April 30, 2003. "On the Avure side of FLOW," Light continued, "our General Press business has been impacted by a worldwide slowdown in aerospace and automotive demand, and we have experienced more than a 50% decline in new orders and revenues. However, our food equipment product line continues to make progress, with more than 62 ultrahigh-pressure food processing systems now in use around the world, demonstrating the commercial viability of those products in what is still an early stage emerging market. To realize the value of our investment in food processing technology in the near-term, we recently announced we have retained The Food Partners, LLC, a well respected banking firm that specializes in the food industry. TFP is preparing a detailed review of Avure to help us develop and implement value maximizing strategic alternatives." Banking Update As of January 31, 2003, the company was in default of its financial loan covenants contained in its senior bank loan agreement. The loan agreement -- data obtained from http://www.LoanDataSource.comshows -- provides Flow International with access to up to $73,000,000 of credit on a revolving basis from: Lender Commitment ------ ---------- Bank of America, N.A. $32,490,000 U.S. Bank National Association $21,840,000 KeyBank National Association $18,670,000 ----------- Total Revolving Commitment $73,000,000 BofA serves as the Agent for the lending syndicate. Avure Technologies, Inc., Hydrodynamic Cutting Services, CIS Acquisition Corporation, and Flow Waterjet Florida Corporation guarantee Flow International's obligations to the Lenders. Financial Covenants In July 2002, the Company agreed to comply with four key financial tests at January 31, 2003: (1) maintain a Fixed Charge Coverage Ratio (Cash Flow divided by Fixed Charges) of at least .80 to 1; (2) maintain a Funded Debt Ratio of not more than 24.50 to 1; (3) maintain a ratio of Debt to Tangible Net Worth of not more than 2.75 to 1. (4) maintain Senior Funded Debt Ratio (Senior Debt divided by EBITDA) of not more than 16.50 to 1 Increased Security The loan agreement, dated December 29, 2000, has been amended eight (maybe more) times to date. An Eighth Amendment, dated October 11, 2002, required the Company to provide the Lenders with additional security, including bank control agreements, subsidiary stock pledges and landlord consents. Continued Availability All debt outstanding to the Lenders has been classified as current. To date, the Lenders have not exercised any of their default rights. The company had $9.8 million of its $113 million total credit facility available as of January 31, 2003. Accelerated collections have increased this availability to $17.3 million as of March 17, 2003. The Company anticipates the Ba