/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/031014.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, October 14, 2003, Vol. 7, No. 203 Headlines ADELPHIA BUSINESS: Asks Court to Fix Voting Record Date for Plan AIR CANADA: Reports 12.4% Decrease in September 2003 Traffic AIR CANADA: TD Bank & HKL Asks Court to Clarify Lease Guarantee AK STEEL: Will Publish Third-Quarter Results on October 24, 2003 AKAMAI TECHNOLOGIES: Zacks Highlights Akamai Shares with #2 Rank ALESTRA: Extends Cash Tender, Exchange Offers and Solicitation AMERCO: Joint Plan's Classification and Treatment of Claims AMERICAN SEAFOODS: Extends Tender Offer for 10-1/8% Sr. Notes AMES DEPARTMENT: Gets Nod to Complete Asset Sale to PDMS Realty APARTMENT INVESTMENT: Fitch Affirms Preferreds Rating at BB+ ARMSTRONG: US Trustee Takes Action to Block Plan Confirmation BEEFTOWN FEEDLOTS: Case Summary & 20 Largest Unsecured Creditors CHANNEL MASTER: Seeking Nod to Appoint Trumbull as Claims Agent CHC INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors CHESAPEAKE CROSSING: First Creditors' Meeting Slated for Nov. 3 COEUR D'ALENE: Ed Bugos Highlights Coeur D'Alene Mines Stock CONSOL ENERGY: Largest Shareholder Closes Sale of 27-Mil. Shares CONSTELLATION BRANDS: Appoints Philippa Dworkin SVP of Comms. CROWN CASTLE: Completes $1.6 Billion Amended Credit Facility DATA TRANSMISSION: Intends to Hire Ordinary Course Professionals DIAL CORP: Board Declares Quarterly Divide Payable on January 22 DII INDUSTRIES: Exchange Offer for 7.6% DII Debentures Launched DOMAN INDUSTRIES: Obtains CCAA Stay Extension Until November 27 DUALSTAR TECHNOLOGIES: Ability to Continue Operations Uncertain EL PASO CORP: Enters Drilling Venture with Lehman Bros. & Nabors EQUITY INNS: Raises $22MM from Common & Preferred Equity Sales EXIDE TECH.: Wants to Create Subsidiaries and Transfer Assets FEDERAL-MOGUL: Court Expunges 58 of Amended or Superseded Claims GENUITY INC: Plan Confirmation Hearing Schedules for November 17 GEORGIA-PACIFIC CO.: Zacks Highlights GP Stocks with #1 Ranking GMP INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors HAYES LEMMERZ: HLI Trust Wants Auditors to Produce Documents HECLA MINING: Ed Bugos Highlights Hecla Mining Stock HOUSTON EXPLORATION: Will Publish Third-Quarter Results on Nov 6 IESI: Buys Seneca Meadows Landfill & Refinances Credit Facility IFCO SYSTEMS N.V.: Closes and Settles EUR$110 Million Bond Issue IMPATH INC: Secures Court Nod to Hire Weil Gotshal as Attorneys INTERPOOL: Accepts Raoul Witteveen's Resignation as Pres. & COO INTERPOOL: No Additional Fitch Rating Action after Resignations INTERPOOL: Fitch Downgrades Ratings over Potential Filings Delay INTERPOOL: Accounting Investigation Prompts S&P Watch INTRAWEST CORP: Executes 9.75% Notes' 2nd Supplemental Indenture JAMES CABLE: Court Approves First Amended Disclosure Statement KB HOME: Zacks Highlights KB Stock with #1 Ranking KNL PROPERTIES: Case Summary & 16 Largest Unsecured Creditors LEVI STRAUSS: S&P Revises Outlook on B Credit Rating to Negative LITEGLOW INDUSTRIES: Files for Chapter 11 Protection in Florida LITEGLOW INDUSTRIES: Voluntary Chapter 11 Case Summary MARINER HEALTH: Completes Divestiture of Florida Facilities MEDISOLUTION: Brascan Acquires 54M Shares in Conv. Debt Deal MERCER INT'L: Closes Sale of $82-Mil. of Conv. Senior Sub. Notes MIDWEST EXPRESS: Reports Increase in Traffic for September 2003 MIRANT CORP: Court Okays AP Services as Debtor's Crisis Managers NATIONAL CENTURY: Continuing Cash Collateral Use Until Oct. 31 NESCO INDUSTRIES: Taps BP Audit Group to Replace Grant Thornton OAKWOOD HOMES: S&P Further Cuts Ratings on Related Trust Classes OXFORD AUTOMOTIVE: S&P Withdraws Low-B Level Corp. Credit Rating PENN TRAFFIC: Seeks Clearance to Close 16 of 211 Supermarkets PERRY ELLIS: Executives and Board Members Adopt 10b5-1 Plans PETRACOM OF JOPLIN: Voluntary Chapter 11 Case Summary PETROLEUM: Class 4's Have Until Oct. 24 to Choose Distribution PG&E NAT'L: Energy Services Provides Statement of Fin'l Affairs PILLOWTEX CORP: Creditor Committee Taps Blank Rome as Co-Counsel POLAR MOLECULAR: Files June Quarterly Report on SEC Form 10-Q POLAROID CORP: Court Approves 3rd Amended Disclosure Statement PPM AMERICA: S&P Further Lowers Rating on Class A-2 Notes to B- PRESIDENT CASINOS: Aug. 31 Balance Sheet Upside-Down by $49 Mil. PRIME GROUP REALTY: Fires Co-President & CFO Louis G. Conforti PRIMEDEX HEALTH: Court Orders Discharge from Ch. 11 Bankruptcy QUADRAMED: SEC Staff to Recommend Enforcement Action vs. Company RANGE RESOURCES: S&P Ups Corporate Credit Rating to BB- from B+ REPUBLIC ENGINEERED: Secures Court Nod for DIP Financing Pact REPUBLIC ENGINEERED: Signs-Up Weil Gotshal as Bankruptcy Counsel RICA FOODS: Inks $36.3 Million Debt Restructuring Agreement SK GLOBAL AMERICA: Asks Judge Blackshear to Fix Claims Bar Date SUNBLUSH: Wants Shareholders' Approval of Reorganization Plan SYMBOL TECHNOLOGIES: Provides Update About Telxon Litigation TRITEAL: Oct. 15 Is Record Date for Distribution to Shareholders UNITED AIRLINES: Bankr. Court Fixes Stub Rent Payment Procedures U.S. ONCOLOGY: Look for Third-Quarter 2003 Results on October 31 U.S. STEEL: Will Take about $50-Mill. Q3 Charge After Asset Swap WHEELING-PITTSBURGH: Wants Avoidance Actions Procedures Extended WOODLAND HATCHERY: Acquires Majority of Shares of Dwango North WORLD AIRWAYS: Terminates 8% Conv. Debenture Exchange Offer WORLDCOM INC: Extends Tender Offer for Class A Shares of Digex WORLDCOM INC: Intends to Assume Wilmington Trust Fiber Lease W.R. BERKLEY: Files Universal Shelf Registration Statement XCEL ENERGY: Receives SEC Order on NRG Energy's Bankruptcy * KPMG LLP Names Richard A. Brown Milwaukee Managing Partner * Large Companies with Insolvent Balance Sheets ********* ADELPHIA BUSINESS: Asks Court to Fix Voting Record Date for Plan ---------------------------------------------------------------- Adelphia Business Solutions, Inc., d/b/a TelCove, has asked the United States Bankruptcy Court for the Southern District of New York, which has jurisdiction over the Chapter 11 cases commenced by ABS and certain of its subsidiaries in March 2002, and June 2002, to set October 16, 2003, as the Voting Record Date for determining the eligibility of holders of claims against the Debtors to vote on the Debtors' First Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, as the same may be further amended. The proposed October 16, 2003 Voting Record Date, if authorized by the Bankruptcy Court, would be applicable to holders of claims against the Debtors, including the holders of the following ABS notes: - 12% Senior Subordinated Notes, due 2007 (Cusip 44914K AL 2) - 12-1/4% Senior Secured Notes, due 2004 (Cusip 44914K AH 1) - 13% Senior Discount Notes, due 2003 (Cusip 44914K AE 8) As previously, widely noticed, a hearing has been scheduled in the Bankruptcy Court for October 20, 2003, to consider approval of the proposed Debtors' First Amended Disclosure Statement Pursuant to Section 1125 of the Bankruptcy Code and other related relief, including approval of the proposed Voting Record Date. As detailed in the proposed Disclosure Statement, the right to make certain elections as part of the balloting process will be tied to the Voting Record Date. Copies of the proposed Disclosure Statement and proposed Plan are available on the official Web site of the Bankruptcy Court at http://www.nysb.uscourts.gov On March 27, 2002, ABS and certain of its wholly owned subsidiaries commenced voluntary cases under Chapter 11 in the Bankruptcy Court. Thereafter, on June 18, 2002, certain additional indirect subsidiaries of ABS commenced voluntary cases under Chapter 11 of the Bankruptcy Code. Founded in 1991, TelCove is one of the longest standing competitive communications providers in the nation offering integrated Internet, Data, and Voice services to more than 9,000 customers via its advanced, secure fiber optic network. For more information on TelCove, visit http://www.telcove.com AIR CANADA: Reports 12.4% Decrease in September 2003 Traffic ------------------------------------------------------------ Air Canada mainline flew 12.4 per cent fewer revenue passenger miles in September 2003 than in September 2002, according to preliminary traffic figures. In the domestic market, the carrier recorded the best load factor results of any Canadian carrier reporting. Overall, capacity decreased by 11.1 per cent, resulting in a load factor of 73.4 per cent, compared to 74.5 per cent in September 2002; a decrease of 1.1 percentage points. Jazz, Air Canada's regional airline subsidiary, flew 0.8 per cent fewer revenue passenger miles in September 2003 than in September 2002, according to preliminary traffic figures. Capacity increased by 2.7 per cent, resulting in a load factor of 54.7 per cent, compared to 56.6 per cent in September 2002; a decrease of 1.9 percentage points. "While still below last year's level, we continued to make progress and experienced an improvement in overall demand in September. The month reflected the smallest year-over-year traffic decrease since April 2003," said Rob Peterson, Executive Vice President and Chief Financial Officer. "Domestic mainline traffic was 3.9 per cent below the prior year and traffic demand remained positive on Atlantic routes for the fourth consecutive month. Increased demand for leisure sun destinations as well as improving economic conditions in South America pushed traffic up 16.4 per cent on these routes. Although traffic is gradually recovering over the Pacific, performance of U.S. transborder routes remains weak, resulting in continued diligent capacity control on these markets." AIR CANADA: TD Bank & HKL Asks Court to Clarify Lease Guarantee --------------------------------------------------------------- In 1987 and 1988, Citibank Canada, through its subsidiary Citibank Canada Leasing Inc., entered into two substantially identical transactions in relation to two Boeing 767s in Air Canada's fleet. Citibank Leasing later assigned its interest in the transactions to the Toronto-Dominion Bank, its subsidiary, 1022722 Alberta Inc., and HongKong Bank of Canada Leasing Ltd. Under each transaction: * Citibank Leasing purchased an aircraft from Air Canada for CND53,000,000; * Citibank Leasing entered into an 18-year lease with Air Canada for the aircraft; * Citibank Leasing immediately sold its interest in the aircraft and the leases to TD Bank and HKL and received CND2,000,000 in fees and other profits; and * as an inducement to TD Bank and HKL to purchase the aircraft and the Citibank Leases, Citibank Canada agreed to provide a CND10,779,000 letter of credit designed to protect TD Bank and HKL if the residual value of the aircraft on lease expiry was less than CND10,779,000. Due to its restructuring, Air Canada notified TD Bank and HKL that it does not require further use of the aircraft. Air Canada purported to terminate one of the Leases. Air Canada also returned both of the aircraft to TD Bank and HKL. John J. Chapman, Esq., at Miller Thomson LLP, in Toronto, Ontario, tells the Court that the Citibank Canada letters of credit provide for certain certificates to be provided on draw- down of a letter of credit. These certificates, among other things, require it to be certified that the Citibank Leases have not been amended, modified or altered without Citibank Leasing's consent and that the aircraft have been returned pursuant to and in compliance with certain return conditions required under the Leases. However, those conditions have not been met. Both aircraft are worth less than CND10,779,000. According to Mr. Chapman, Citibank Canada said that the CCAA proceeding and the steps Air Canada undertook pursuant to the Amended and Restated Initial CCAA Order means that the Letters of Credit can never be called upon as the conditions in the Letters of Credit can never be met. Citibank Canada said that it may potentially be prejudiced by the CCAA filing. "[Citibank Canada] says it has concerns that if Air Canada has not maintained the aircraft in accordance with the return conditions . . . of the leases that this may result in a decrease in their value," Mr. Chapman notes. To meet this concern, TD Bank and HKL repeatedly offered to meet with Citibank Canada and offered to absorb the cost of any additional expenses needed to bring the aircraft to return conditions. However, Citibank Canada remains entrenched in its position that it will not consent to any arrangement TD Bank and HKL proposed. In the absence of a clarifying order, Mr. Chapman asserts that Air Canada has no right to terminate the two Citibank Leases without first meeting certain return conditions. Without that clarifying order, TD Bank and HKL have the ability, if so advised, to "wait out the Leases until they expire." Mr. Chapman points out that the Initial CCAA Order and Air Canada's actions jeopardized TD Bank and HKL's ability to wait out the leases and draw down on the Letters of Credit. TD Bank and HKL do not understand why Air Canada's filing and the steps it undertook to terminate the Leases relieve Citibank Canada from its obligations to assume the risk of the value of the aircraft being less than CND10,779,000. By this motion, TD Bank and HKL ask the Court to rule that: -- Air Canada in its return of the aircraft will be deemed to have elected not to meet the Leases' return conditions and will be deemed to have elected to agree on the dollar amount to be paid to compensate TD Bank and HKL for any failure to meet the return conditions; and -- any notices Air Canada provided pursuant to the Initial CCAA Order with respect to the purported termination of the Leases are merely evidence of Air Canada's intention not to perform its further obligations under the Leases and do not constitute an amendment, modification or alteration of the Leases. Alternatively, TD Bank and HKL ask the Court to require Citibank Canada to consent to the Lease amendment they proposed. (Air Canada Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service, Inc., 609/392-0900) AK STEEL: Will Publish Third-Quarter Results on October 24, 2003 ---------------------------------------------------------------- AK Steel (NYSE: AKS) plans to release third quarter earnings results at approximately 9:00 a.m. Eastern Time on Friday, October 24, 2003. In conjunction with its earnings release, AK Steel will provide live listening access on the Internet to its analyst conference call to be held at 11:00 a.m. Eastern Time on October 24, 2003. Access to the Webcast will be available from the home page of the company's Web site at http://www.aksteel.com. The Webcast will be archived on the company's Web site following the call until October 31, 2003 and will be accessible from the home page. AK Steel (S&P, B+ Corporate Credit Rating, Negative Outlook) produces flat-rolled carbon, stainless and electrical steel products for automotive, appliance, construction and manufacturing markets, as well as tubular steel products. The company has about 10,000 employees in plants and offices in Middletown, Coshocton, Mansfield, Walbridge and Zanesville, Ohio; Ashland, Kentucky; Rockport and Columbus, Indiana; and Butler, Pennsylvania. In addition, the company produces snow and ice control products and operates an industrial park on the Houston, Texas ship channel. AKAMAI TECHNOLOGIES: Zacks Highlights Akamai Shares with #2 Rank ---------------------------------------------------------------- Zacks.com releases another list of stocks that are currently members of the coveted Zacks #1 Ranked list which has produced an average annual return of +33.6% since 1988 and has gained +13.3% annually since 2000 as the markets have been tumbling down. Among the #1 ranked stocks Zacks highlights the widely held stocks of Akamai Technologies, Inc. with #2 Rankings (Buy). Here is a synopsis of why Akamai stocks have a Zacks Rank of 2 (Buy). Note that a #2 Buy rating is applied to 15% of all the stocks we rank: Akamai Technologies, Inc. (NASDAQ:AKAM) is a provider of services that enable the world's leading enterprises and government agencies to extend and control their ebusiness infrastructure. The company will release third quarter numbers on October 29, 2003. In July, the company reported financial results for the second quarter ended June 30, 2003. Revenue for second quarter 2003 was $37.8 million, a +3.3% increase over first quarter revenue of $36.6 million, and a +4.1% increase over second quarter 2002 revenue of $36.3 million. Normalized net loss for second quarter 2003 was $10.1 million, or a negative 9 cents per share, compared to normalized net loss for the prior quarter of $13.3 million, or negative 11 cents per share. That figure also beat the Street's estimate by +10%. In the second quarter, AKAM improved their operating results year over year and grew revenue quarter over quarter and year over year, while building valuable relationships with a large and healthy base of enterprise and government clients. The company believes that they are well-positioned to reach their goal of generating positive free cash flow for the fourth quarter and analysts have narrowed this year's loss by 2 cents and expect a +113% increase in earnings by 2004 moving from a loss to a profit. As the economy continues to improve, Akamai looks to be heading in the right direction. For over 15 years the Zacks Rank has proven that "Earnings estimate revisions are the most powerful force impacting stock prices." Since 1988 the #1 Ranked stocks have generated an average annual return of +33.6% compared to the (a)S&P 500 return of only +11.3%. Plus this exclusive stock list has generated average gains of +13.3% during the last 3 years; a substantial return compared to the large losses suffered by most investors during that time frame. Also note that the Zacks Rank system has just as many Strong Sell recommendations (Rank #5) as Strong Buy recommendations (Rank #1). And since 1988 the S&P 500 has outperformed the Zacks #5 Ranked stocks by 166.7% annually (11.3% vs. 4.2% respectively). Thus, the Zacks Rank system can truly be used to effectively manage the trading in your portfolio. The Zacks Rank, and all of its recommendations, is created by Zacks & Co., member NASD. Zacks.com displays the Zacks Rank with permission from Zacks & Co. on its web site for individual investors. Zacks.com is a property of Zacks Investment Research, Inc., which was formed in 1978 to compile, analyze, and distribute investment research to both institutional and individual investors. The guiding principle behind our work is the belief that investment experts, such as brokerage analysts and investment newsletter writers, have superior knowledge about how to invest successfully. Our goal is to unlock their profitable insights for our customers. And there is no better way to enjoy this investment success, than with a FREE subscription to "Profit from the Pros" weekly e-mail newsletter. For your free newsletter, visit http://www.freeprofit1bw.zacks.com Zacks Investment Research is under common control with affiliated entities (including a broker-dealer and an investment adviser), which may engage in transactions involving the foregoing securities for the clients of such affiliates. Akamai(R) -- whose June 30, 2003 balance sheet shows a total shareholders' equity deficit of about $180 million -- provides services that enable the world's leading enterprises and government agencies to extend and control their e-business infrastructure. Having deployed the world's largest, globally- distributed computing platform, Akamai ensures the highest levels of availability, reliability, security, and performance of networked information and application delivery. Headquartered in Cambridge, Massachusetts, Akamai's industry-leading services, matched with world-class customer care, are used by hundreds of successful enterprises, government entities, and Web businesses around the globe. For more information, visit http://www.akamai.com ALESTRA: Extends Cash Tender, Exchange Offers and Solicitation -------------------------------------------------------------- Alestra, S. de R.L. de C.V., extends its pending cash tender offers, exchange offers and consent solicitation for all of its outstanding principal amount of its 12-1/8% Senior Notes due 2006 and 12-5/8% Senior Notes due 2009 and its solicitation of acceptances to a U.S. prepackaged plan of reorganization. Alestra is extending the expiration date for the offers and the solicitation of acceptances to the U.S. prepackaged bankruptcy to 11:59 p.m. on October 17, 2003, five business days from, and including, the date of this press release, unless further extended by Alestra. If the offers are consummated, the new senior notes will be issued and all cash payments will be paid pursuant to the offers no earlier than the third business day following the expiration date, or as soon as practicable thereafter. Until, but not including, October 17, 2003, Alestra is also granting withdrawal rights to holders of its existing senior notes who previously tendered their existing senior notes in the offers and to those holders of its existing senior notes who on or subsequent to the date of this press release tender their existing senior notes in the offers. Holders of Alestra's existing senior notes already have the right to withdraw or modify their ballot for the U.S. prepackaged plan at any point prior to the commencement of the U.S. bankruptcy case. As of the date of this press release, approximately $238 million principal amount of its outstanding 12 1/8% Senior Notes due 2006 have been tendered in the offers and approximately $253 million principal amount of its outstanding 12 5/8% Senior Notes due 2009 have been tendered in the offers. You may obtain copies of Alestra's prospectus, prospectus supplements and transmittal documents for the offers and the solicitations from the Information Agent: D.F. King & Co., Inc., 48 Wall Street, New York, New York, 10005. Banks and brokers call collect: (212) 269-5550. All others call toll free: (800) 549- 6697. Headquartered in San Pedro Garza Garcia, Mexico, Alestra is a leading provider of competitive telecommunications services in Mexico that it markets under the AT&T brand name and carries on its own network. Alestra offers domestic and international long distance services, data and internet services and local services. Any questions regarding the cash tender offers, exchange offers, the consent solicitations and the solicitation of acceptances to a U.S. prepackaged plan of reorganization may be addressed to Morgan Stanley as dealer manager for this transaction at the following number: Simon Morgan 1-212-761-2219 Heather Hammond 1-212-761-1893 AMERCO: Joint Plan's Classification and Treatment of Claims ----------------------------------------------------------- Although the Plan constitutes a joint plan of reorganization for the AMERCO Debtors, Edward J. Shoen, Amerco's Chief Executive Officer, clarifies that the Plan does not provide for the substantive consolidation of the estates. The Plan contains separate classes of holders of claims against, and interest in, each of the Debtors. Unclassified Claims A. Administrative Claims Subject to the provisions of the Plan, an Allowed Administrative Claimholder will receive, in full satisfaction of its claim, cash equal to the unpaid portion of the Allowed Administrative Claim or other treatment as to which the Debtors and the Claimholder will agree on in writing, on the later of: (a) the Effective Date, (b) the date the Administrative Claim is allowed, or (c) on the agreed date between the Debtors and the Claimholders. B. Priority Tax Claims The Allowed Priority Tax Claimholder will be entitled to receive on account of a Priority Tax Claim: (i) equal Cash payments on the last Business Day of each three-month period after the Effective Date, during a period not to exceed six years after the assessment of the tax on which the Claim is based, totaling the aggregate amount of the Claim plus simple interest on any outstanding balance from the Effective Date calculated at the interest rate available on 90-day United States Treasuries on the Effective Date, which the Debtors believe is appropriate based on rates approved in other Chapter 11 cases; (ii) other treatment agreed to by the Allowed Priority Tax Claimholder and the Debtors, provided the treatment is on more favorable terms to the Debtors than the treatment set forth in clause (i), or (iii) payment in full in Cash. The Debtors contemplates the payment to be on the later of: (a) the Effective Date, (b) the date a Priority Tax Claim becomes an Allowed Priority Tax Claim, or (c) the date a Priority Tax Claim first becomes payable pursuant to any agreement between a Debtor and the holder of the Priority Tax Claim, at the sole option of the Debtors. The Debtors do not yet have an estimate of the total Priority Tax Claims. C. Workers' Compensation Program Claims Upon confirmation and substantial consummation of the Plan, the Reorganized Debtors will continue any Workers' Compensation Programs in accordance with applicable state laws. The Plan will not discharge, release or relieve the Debtors from any current or future liability with respect to any of the Workers' Compensation Programs. D. Employee-Related Claims and Retiree Benefits Upon confirmation and substantial consummation of the Plan, the Reorganized Debtors will continue the Retiree Benefits in accordance with applicable prepetition plan. The Plan will not alter, modify, terminate or discharge the Debtors from any current or future liability with respect to the Retiree Benefits they are obligated to provide under any plan or program maintained or established prior to the Petition Date. E. Claims for Professional Fees Each person seeking an award by the Court of Professional Fees must file its final application allowance of compensation for services rendered and reimbursement of expenses incurred through the Confirmation Date within 45 days after the Effective Date, and if the Bankruptcy Court grants the award, each Person must be paid in full in Cash by the Reorganized Debtors in the amounts as are allowed by the Bankruptcy Court as soon thereafter as practicable. F. Claims of DIP Lender Simultaneously with the closing of the Exit Financing Facility, all the Debtors' outstanding obligations to any DIP Lender pursuant to a DIP Financing Order will be fully and finally satisfied in accordance with their terms using proceeds derived from, among other things, the Exit Financing Facility or Cash held by Reorganized AMERCO. Classified Claims Class 1 -- JP Morgan Claims This Class is impaired and entitled to vote. The Debtors estimate the total Class 1 Claims to reach $153,750,000. Class 1 Claimants will recover 100% of their Claims. As of the Petition Date, the unpaid principal amount of the JPMorgan Claims was $205,000,000. On September 10, 2003, the Debtors paid $51,250,000, pursuant to a Court order, as adequate protection to the holders of the JPMorgan Claims. The Debtors and the holders of more than two-thirds of the aggregate amount of the JPMorgan Claims have entered into a Restructuring Agreement, which sets forth the treatment of the JPMorgan Claims under the Plan. Subject to the Debtors' compliance with the disclosure and solicitation provisions of Section 1125 of the Bankruptcy Code, the holders of the JPMorgan Claims that are parties to the Restructuring Agreement agreed to vote to accept the Plan. On the Effective Date, the holders of the JPMorgan Claims will receive, in full and final satisfaction of the JPMorgan Claims, their Pro Rata portion of: (a) Cash, equal to $71,750,000; (b) Cash, equal to any and all accrued but unpaid interest on the principal amount outstanding under the JPMorgan Chase Credit Facility up to and including the Effective Date, payable at the non-default rate of interest under the JPMorgan Chase Credit Facility, plus reasonable costs and expenses, including professional fees; (c) $48,400,000 in aggregate principal amount of the New Term Loan A Notes issued pursuant to the Exit Financing Facility; and (d) $33,600,000 in aggregate principal amount of the New Term Loan B Notes issued pursuant to the New Term Loan B Notes Indenture. If the Debtors do not comply with the syndication terms in the Restructuring Agreement by arranging for the placement of at least $20,000,000 in New Term Loan B Notes to unrelated third party market participants, then the holders of the JPMorgan Claims will receive an additional $33,600,000 in New Term Loan A Notes in lieu of any distribution of New Term Loan B Notes, which will result in a reduction in the amount of Cash to be paid to the holders of Allowed Claims in Class 7 under the Plan. Class 2 -- Other Priority Claims This Class is unimpaired and deemed to accept the Plan. Other Priority Claims are primarily claims, if any, held by the Debtors' current and former employees for unpaid wages, salaries, bonuses, severance pay, vacation pay, and other unpaid employee benefits. The Debtors believe that there are no valid Other Priority Claims. However, in the event there are any valid Other Priority Claims, the Debtors or will either pay the claims in full in Cash or, if necessary, agree with the claimholder to some other mutually agreeable compensation arrangement. Class 3 -- Citibank Claims This Class is impaired and entitled to vote, subject to alternative treatment. The Debtors estimate the total amount of Class 3 Claims to reach $101,000,000. Class 3 Claimants will recover 100% of their Claims. Citibank Claims arise out of a synthetic lease facility with AREC. AMERCO guaranteed the Citibank Claims. The Debtors are actively pursuing a transaction -- the Carey Sale Transaction -- which, if consummated, would involve a sale of the real property subject to the synthetic lease facility, and full payment of the Citibank Claims. There can be no assurance that the Carey Sale Transaction will be consummated prior to the Effective Date of the Plan. Thus, the Plan provides for these alternative treatments of the Citibank Claims, each of which will be in full and final satisfaction of the Citibank Claims: * Carey Sale Transaction closes and holders of Citibank Claims vote to accept the Plan. On or before the Effective Date of the Plan, the Citibank Claimholders will receive an amount of Cash from the Carey Sale Proceeds equivalent to the amount of the Allowed Citibank Secured Claim, excluding therefrom, if applicable, any fine, penalty, interest or cost arising from or related to a default under the Citibank Master Lease and the Citibank Operative Documents, provided that: (a) the Carey Sale Agreement has been approved by a Final Order of the Bankruptcy Court on or before the Effective Date; (b) the Carey Sale Transaction closes in accordance with the Carey Sale Agreement, including the payment of the Carey Sale Proceeds, on or before the Effective Date; and (c) holders of the Citibank Claims have voted to accept the Plan by the statutory prerequisites for acceptance set forth in Section 1126 of the Bankruptcy Code. * Carey Sale Transaction does not close and holders of Citibank Claims vote to accept the Plan. Reorganized AREC will, on the Effective Date of the Plan, execute and deliver the Restated Citibank Master Lease and the Restated Citibank Operative Documents, and Reorganized AMERCO will, on the Effective Date of the Plan, execute and deliver the New Citibank Guaranty. Under the Restated Citibank Master Lease and the Restated Citibank Operative Documents, the maturity date of the synthetic lease facility will be extended for a period of five years after the Effective Date and the Base Rent will be increased to ___ % of the existing Base Rent. * Carey Sale Transaction does not close and holders of Citibank Claims vote to reject the Plan. The Debtors reserve the right, in their sole discretion, either to: (a) surrender to the Citibank Claimholders all of their right, title and interest in and to the Citibank Properties in full and final the Citibank Properties in full and final satisfaction of all Claims arising under or related to the Citibank Master Lease and the Citibank Operative Documents, together with Cash in an amount equivalent to the Unsecured Deficiency Claim, if any Claim exists, of the Citibank Claimholders as determined by a Final Order of the Court pursuant to the Citibank Valuation Hearing; (b) provide for the treatment of the Citibank Claims in accordance with the alternative treatment set forth in the Plan; or (c) provide other treatment of the Citibank Claims that complies with Section 1129(b) of the Bankruptcy Code. If the Court determines, as part of the Citibank Valuation Hearing, that the value of the Citibank Properties exceeds the amount of the Allowed Citibank Claims, and the Debtors selected the alternative treatment set forth in the Plan, the holders of the Citibank Claims will pay in Cash to the Debtors the amount of the excess value. Class 4 -- BMO Claims This Class is impaired and entitled to vote, subject to alternative treatment. The Debtors estimate the total amount of the Class 4 Claims to reach $149,000,000. Class 4 Claimants will recover 100% of their Claims. BMO Claims arise out of a synthetic lease facility with AREC and U-Haul. AMERCO guaranteed the BMO Claims. The Debtors are actively pursuing the Carey Sale Transaction, which, if consummated, would involve a sale of the real property subject to the synthetic lease facility, and payment in full of the BMO Claims. There can be no assurance that the Carey Sale Transaction will be consummated prior to the Effective Date of the Plan. Thus, the Plan provides for alternative treatments of the BMO Claims similar to the Citibank Claims, each of which will be in full and final satisfaction of the BMO Claims. Class 5 -- Other Unsecured Claims This Class is unimpaired and deemed to accept the Plan. The Debtors have not finalized its estimate for the total amount of Class 5 Claims. Class 5 Claimants are expected to recover 100% of their Claims. Other Unsecured Claims include any and all Claims against the Debtors as of the Petition Date not secured by a charge against, an interest in or lien on property in which a Debtor's Estate has an interest or that is subject to set-off under Section 553 of the Bankruptcy Code. The Debtors believe that Class 5 Claims are comprised primarily of the contingent and unliquidated Claims of RepWest, when and if those Claims become Allowed Claims. Each holder of an Allowed Other Unsecured Claim, including the Claims of RepWest, once they become Allowed Claims, will receive the payment of Cash equal to the amount of the holder's Allowed Class 5 Other Unsecured Claim upon the later to occur of: (a) the Effective Date, (b) the date upon which the Allowed Other Unsecured Claim would be paid in the ordinary course of the Debtors' or Reorganized Debtors' business, or (c) other date as the holder of the Allowed Class 5 Other Unsecured Claim will agree. Class 6 -- AREC Note Claims This Class is impaired and entitled to vote. The Debtors estimate that the total amount of Class 6 Claims is $100,000,000. Class 6 Claimants are expected to recover 100% of their Claims. AREC Note Claims are general unsecured claims arising under, from or relating to: (a) the $95,000,000 original principal amount of Senior Secured Notes, Series A, due April 30, 2012; and (b) the $5,000,000 original principal amount of Senior Notes, Series B, due April 30, 2007. AMERCO guaranteed the AREC Note Claims. Subject to the Debtors' compliance with the disclosure and solicitation provisions of Section 1125, the holders of the AREC Note Claims agreed to vote to accept the Plan. On the Effective Date, the AREC Note Claimholders will receive, in full satisfaction, settlement, release, and discharge of, and in exchange for, their AREC Note Claims, a Pro Rata portion of: (a) $65,000,000 Cash; (b) Cash in an amount equal to the sum of: (1) any and all accrued but unpaid interest on the AREC Notes from October 15, 2002 up to but not including the AREC Petition Date, payable at the default rate of interest under the AREC Notes, and (2) any and all accrued and unpaid interest under the AREC Notes from the AREC Petition Date up to but not including the Effective Date, payable at the non- default rate of interest under the AREC Notes; (c) $18,600,000 in aggregate principal amount of the New Term Loan A Notes issued pursuant to the Exit Financing Facility; and (d) $16,400,000 in aggregate principal amount of the New Term Loan B Notes issued pursuant to the New Term Loan B Notes Indenture. If the Debtors do not comply with the syndication terms in the Restructuring Agreement (AREC Noteholders) by arranging for the placement of at least $20,000,000 in New Term Loan B Notes to unrelated third party market participants, the holders of the AREC Note Claims will receive an additional $16,400,000 in New Term Loan A Notes in lieu of any distribution of New Term Loan B Notes, which will result in a reduction of the amount of Cash to be paid to the holders of Allowed Claims in Class 7 under the Plan. Class 7 -- Amerco Unsecured Claims This Class is impaired and entitled to vote. The Debtors estimate that the total amount of Class 7 Claims is $710,000,000. Class 7 Claimants are expected to recover 100% of their Claims. AMERCO Unsecured Claims include any Claim arising under, from or relating to: (a) the AMERCO Notes; (b) the BBATs; (c) the Terminated Swaps; (d) the JPMorgan Support Party Obligation; and (e) Postpetition Interest on the AMERCO Unsecured Claims, but only to the extent the Court determines that the Postpetition Interest will be included as an Allowed Class 7 Claim. Upon the occurrence of the Effective Date, each holder of Allowed AMERCO Unsecured Claim will receive, in full satisfaction, settlement, release, and discharge of, and in exchange for, the AMERCO Unsecured Claims the holder's Pro Rata portion of: (a) Cash, equal to $143,000,000, provided, however, that the amount of Cash will be increased by the same amount, if any, by which the principal amount of New Term Loan B Notes distributed to the AMERCO Unsecured Claimholders is less than $200,000,000; (b) the SAC Holding Senior Notes; (c) the New Term Loan B Notes in the principal amount of $200,000,000, provided, however, that the amount of the New Term Loan B Notes distributed to the AMERCO Unsecured Claimholders will be decreased by the same amount, if any, of the New Term Loan B Notes distributed to the AREC Note Claimholders and the holders of the JPMorgan Claims as a result of the satisfaction by the Debtors of the JPMorgan Syndication Terms and the AREC Syndication Terms as provided in the Plan; and (d) the New AMERCO Notes. Class 8 -- Oxford Claims This Class is unimpaired and deemed to accept the Plan. The Debtors estimate that the total amount of Class 8 Claims is $17,500,000. Class 8 Claimants are expected to recover 100% of their Claims. Oxford Claims include all Claims arising under, from or relating to the financial accommodations made available to AMERCO by Oxford as evidenced by: (a) a $15,000,000 Promissory Note, dated June 27, 2002, issued by AMERCO to Oxford; (b) a $1,700,000 Promissory Note, dated June 27, 2002, issued by AMERCO to Christian Fidelity Life Insurance Company; and (c) a $800,000 Promissory Note, dated June 27, 2002, issued by AMERCO to North American Insurance Agency. On the Effective Date, the Allowed Oxford Claims will be paid in full, in Cash. Class 9 -- Intercompany Claims This Class is unimpaired and deemed to accept the Plan. The Plan will not alter, impair or discharge any of the Allowed Intercompany Claims. Class 10 -- Preferred Stock Interests This Class is unimpaired and deemed to accept the Plan. The Plan will not alter, impair or discharge any of the Allowed Preferred Stock Interests. Class 11 -- Existing Common Stock and Other Interests This Class is unimpaired and deemed to accept the Plan. The Plan will not alter, impair or discharge any of the Allowed Intercompany Claims. The Debtors believe that they have classified all Claims and Interests in compliance with the requirements of the Bankruptcy Code. If a Creditor or Interest holder challenges the proposed classification of Claims or Interests and the Bankruptcy Court finds that a difference classification is required for the Plan to be confirmed, the Debtors, to the extent permitted by the Bankruptcy Court, intend to make reasonable modifications of the classifications of Claims or Interests under the Plan to provide for whatever classification might be required by the Bankruptcy Court for confirmation. (AMERCO Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc., 609/392-0900) AMERICAN SEAFOODS: Extends Tender Offer for 10-1/8% Sr. Notes ------------------------------------------------------------- American Seafoods Group LLC and American Seafoods Finance, Inc. announced that, as part of their previously announced tender offer and consent solicitation for their outstanding 10-1/8% Senior Subordinated Notes due 2010, they are extending the tender offer expiration date. The tender offer, which had been set to expire at 12:00 midnight, New York City time, on Friday, October 10, 2003, will be extended to 5:00 p.m., New York City time, on Friday, October 24, 2003, unless extended by American Seafoods. The consent expiration date was 5:00 p.m., New York City time, on September 26, 2003. Holders who desired to receive the consent payment and the tender offer consideration must have both validly consented to the proposed amendments and validly tendered their Notes pursuant to the offer on or prior to the consent expiration date. Holders who validly tender their Notes after the consent expiration date will receive the tender offer consideration, which is $1,170.00 per $1,000 principal amount of Notes, but not the consent payment. As of the close of business on September 26, 2003, which was the consent expiration date and the last day on which validly tendered Notes could have been withdrawn, American Seafoods had received the requisite consents to the proposed amendments to the Indenture governing the Notes. Consequently, the proposed amendments were incorporated in the Third Supplemental Indenture, which was executed and delivered on September 26, 2003, by and among American Seafoods Group LLC, American Seafoods Finance, Inc., the guarantors listed on Schedule A thereto and Wells Fargo Bank Minnesota, National Association, as trustee. The proposed amendments to the indenture, which will not become operative unless and until the Notes are accepted for purchase by American Seafoods, will eliminate substantially all of the restrictive covenants, certain repurchase rights and certain events of default and related provisions contained in such indenture. As of October 9, 2003, approximately $174.93 million of the $175.0 million outstanding principal amount of the Notes had been validly tendered and not withdrawn. Consummation of the offer is subject to certain conditions, including consummation of certain financing transactions contemplated by the registration statement on Form S-1 (Registration no. 333-105499) filed with the Securities and Exchange Commission by American Seafoods Corporation, an affiliate of American Seafoods Group LLC and American Seafoods Finance, Inc. Subject to applicable law, American Seafoods Group LLC and American Seafoods Finance, Inc. may, in their sole discretion, waive or amend any condition to the offer or solicitation, or extend, terminate or otherwise amend the offer or solicitation. Credit Suisse First Boston, or CSFB, is the dealer manager for the offer and the solicitation agent for the solicitation. MacKenzie Partners, Inc. is the information agent and Wells Fargo Bank Minnesota, National Association is the depositary in connection with the offer and solicitation. The offer and solicitation are being made pursuant to the Offer to Purchase and Consent Solicitation Statement, dated September 15, 2003, and the related Consent and Letter of Transmittal, each as modified by American Seafoods' press release, dated September 24, 2003, collectively set forth the complete terms of the offer and solicitation. Copies of the Offer to Purchase and Consent Solicitation Statement and related documents may be obtained from MacKenzie Partners, Inc. at 212-929-5500. Additional information concerning the terms of the offer and the solicitation may be obtained by contacting CSFB at 1-800-820-1653. Copies of the registration statement may be obtained from the Securities and Exchange Commission's Internet site. The site's Internet address is http://www.sec.gov American Seafoods (S&P, BB- Corporate Credit Rating, Positive), headquartered in Seattle, Washington, is the largest harvester and at-sea processor of pollock and the largest processor of catfish in the United States. AMES DEPARTMENT: Gets Nod to Complete Asset Sale to PDMS Realty --------------------------------------------------------------- No other bid was received for the Ames Department Stores' Monroeville Property. The Debtors declared PDMS Realty Monroeville's $1,700,000 offer as the highest and best bid received. Accordingly, Judge Gerber authorizes the Debtors to consummate the Sale to PDMS pursuant to the Purchase Agreement. The Debtors are also permitted to assume the IDA Lease. The Debtors will also assume the Easements Agreement and assign them to PDMS. Ames Department Stores, Inc., and its debtor-affiliates lease 8.25 acres of land with 67,557 square feet of rentable space under a May 15, 1978 lease with the McKeesport Industrial Development Authority. The Real Property is located at 5070 William Penn Highway in Monroeville, Pennsylvania. The Debtors formerly used the premises as an Ames store. They own all personal property located at the store. The Debtors and PDMS entered into a Purchasing Agreement with respect to the Monroeville Property. The substantive terms and conditions of the Purchase Agreement are: (1) Assets to be Purchased: * the Land and the Improvements and all easements, tenements, hereditaments, rights, licenses, privileges and appurtenances belonging or relating to, together with all of Ames Realty's right, title and interest in and to any streets, roads, alleys or other public ways adjoining or serving the Land; and * all equipment and furnishings and all other tangible personal property owned by Ames Realty and located on the Premises on the Closing Date. (2) IDA Lease Termination As of the Closing, the Debtors, in accordance with Section 365(a) of the Bankruptcy Code, will assume the IDA Lease and in accordance with the terms of the IDA Lease, immediately cause it to be terminated and the fee title to the Real Property to be conveyed and transferred by the IDA to Ames Realty in accordance with the terms and conditions of the IDA Lease. (3) Easements Agreement Ames Realty is a party to a certain Agreement and Grant of Easements, Restrictions and Covenants Running with the Land, dated January 31, 1970, which applies to certain reciprocal parking and other rights at the Real Property and adjoining properties. As part of the Approval Order: * The Easements Agreement will be deemed in full force and effect and nothing in the Easements Agreement imposes any monetary obligation on the Debtors' part to any other party; * Pursuant to Sections 365(a) and (f) of the Bankruptcy Code, the Easements Agreement will be assumed by Ames Realty and assigned to PDMS; and * All Easement Parties are estopped from asserting that the Easements Agreement is not in full force and effect and that PDMS is not, by virtue of the assignment by the Debtors, a party to the agreement entitled to all rights, Benefits and remedies. (4) Purchase Price The Purchase Price for the Property is $1,700,000 payable in cash as: * an $85,000 deposit will be delivered by PDMS to the Debtors upon the execution of the Purchase Agreement; and * the balance, $1,615,000, will be paid in cash at the Closing, subject to prorations and adjustments as may be provided under the Purchase Agreement. (5) Closing Closing on the sale of the Property to PDMS is to occur 15 days after the Approval Order has been entered, but in no event later than 75 days after the date of the Purchase Agreement. (6) No Representations or Warranties The Property is being sold to PDMS on an "as is, where is" basis. The Purchase Agreement contains the customary representations contained in real estate transactions. (AMES Bankruptcy News, Issue No. 44; Bankruptcy Creditors' Service, Inc., 609/392-0900) APARTMENT INVESTMENT: Fitch Affirms Preferreds Rating at BB+ ------------------------------------------------------------ Fitch Ratings has affirmed its 'BB+' rating of approximately $1.0 billion of preferred stock issued by Apartment Investment and Management Company. Fitch has also affirmed its 'BBB-' rating for AIMCO's $500 million bank credit facility. Fitch's Rating Outlook is revised to Negative from Stable. AIMCO, an $11 billion (total market capitalization) Denver-based equity real estate investment trust (REIT), is the country's largest owner/manager (as measured by units) of multifamily rental properties. Fitch's ratings continue to reflect AIMCO's asset and geographic diversification encompassing 313,000 units spanning 47 states, modest exposure to development risk (construction in progress represents 3% of the company's total assets), demonstrated access to mortgage capital and an active program of culling the portfolio of low yielding assets in favor of newer assets in high barrier to entry markets (i.e. Los Angeles, Boston, and New York). Additionally, AIMCO's assets span virtually all price points with ownership of class A through C communities with a focus on the class B product. The class B product has proven more resilient in this current economic cycle catering to 'renters by necessity' as evidenced by AIMCO's occupancy above 90% during this more challenged multifamily market. Further information regarding Fitch's view of the multifamily sector can be found in Fitch Ratings' 'Outlook for Multifamily REITs The Perfect Storm Continues' published May 28, 2003. Fitch's primary ratings concern is the continued pressure on property fundamentals, operating performance and credit statistics due to macro-economic challenges. AIMCO's debt service protection measures continue to reflect the current weak operating environment with earnings before interest, taxes, depreciation and amortization coverage of total interest expense (which includes capitalized interest) sliding to a low of 2.2 times as of June 30, 2003 with overall leverage (as measured by comparing total debt to undepreciated book capital) at 53.3%. The Negative Rating Outlook reflects the downward trend in AIMCO's credit statistics. The company's EBITDA-to-total interest expense coverage ratio has deteriorated from a high of 2.8x at December 31, 2001 to 2.2x for the current quarter and below the company's historical average of 2.5x coverage. Additionally, fixed charge coverage has experienced similar deterioration moving from an average of 1.8x coverage to 1.6x. As these credit statistics have been declining overtime, leverage has been creeping up quarter over quarter to a high of 54.1% in the first quarter of 2003. The company's current leverage is over 200 basis points above its long term average. Apartment Investment and Management Company (AIMCO), a Maryland corporation incorporated on January 10, 1994, owns a majority of the ownership interests in AIMCO Properties, L.P. (AIMCO OP) through its wholly owned subsidiaries, AIMCO-GP, Inc. and AIMCO- LP, Inc. AIMCO, an S&P 500 company, is a $10.8 billion (total market capitalization) equity REIT and one of the largest owner/managers of multifamily properties in the United States. As of June 30, 2003, the Company owned a controlling equity interest in 182,566 units in 713 properties, owned a non-controlling equity interest in 69,961 units in 477 properties of which 61,494 units were also managed by the Company, and provided services or managed, for third party owners, 53,576 units in 537 properties, primarily pursuant to long-term agreements (including 41,625 units in 433 properties that are asset managed only, and not property managed). ARMSTRONG: US Trustee Takes Action to Block Plan Confirmation ------------------------------------------------------------- Roberta A. DeAngelis, Acting United States Trustee for Region 3, asks Judge Newsome not to confirm Armstrong World Industries' Plan. Frank J. Perch, III, Esq., Assistant United States Trustee notes that the Plan provides that objections to claims after confirmation of the Plan will be handled in accordance with the Claims Settlement Procedures in the Plan. The Claims Settlement Procedures permits Reorganized AWI to settle and pay any Administrative Expense Claims without any notice or court approval. Although the Claims Settlement Procedures exempt professional fees from this provision, it is unclear whether the term "professional fees" encompasses other types of administrative claims in which the U.S. Trustee may have an interest, like claims for committee member fees or expenses, indenture trustee fees or expenses, "substantial contribution" awards or other claims under Section 503(b) of the Bankruptcy Code. The U.S. Trustee objects to confirmation of the Plan on the grounds that the Plan is contrary to law unless the Plan is amended or clarified to preserve the U.S. Trustee's rights to notice and opportunity to be heard under Sections 307 and 502(a) of the Bankruptcy Code. The U.S. Trustee further objects to the provisions of the Plan regarding the payment of indenture trustee fees and expenses to the extent that the Plan contemplates the payment of fees and expenses of indenture trustees without requiring the indenture trustees to meet the requirements and standards of the relevant provisions of Section 503(b) of the Bankruptcy Code. (Armstrong Bankruptcy News, Issue No. 48; Bankruptcy Creditors' Service, Inc., 609/392-0900) BEEFTOWN FEEDLOTS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: BeefTown Feedlots, LLC 527 West Platte Ave. Fort Morgan, Colorado 80701 Bankruptcy Case No.: 03-29595 Chapter 11 Petition Date: October 1, 2003 Court: District of Colorado (Denver) Judge: Howard R. Tallman Debtor's Counsel: David M. Miller, Esq. Kutner Miller Kearns, PC 303 E. 17th Ave. Suite 500 Denver, CO 80203 Tel: 303-832-2400 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Land O'Lakes Farmland $75,243 S&B Grain Company $31,394 B&D Investments $30,000 ConAgra, Inc. $7,682 Denver Drilling Co. $4,008 BGL Livestock Trucking, LLC $3,652 Commodities Marketing, Inc. $2,227 Edco Trucking $1,705 Elan Financial Services $1,685 AgPro Environmental Services $1,632 GWB Welding, Inc. $2,345 Mohrtangs Manufacturing, Inc. $1,326 Colorado Livestock Assn. $1,125 Lextron, Inc. $941 Scott Aviation $840 Beaver Creek Veterinary Clinic $781 Farmland Corp $593 Gibbens Cattle & Hay Hauling $180 CHANNEL MASTER: Seeking Nod to Appoint Trumbull as Claims Agent --------------------------------------------------------------- Channel Master Holdings, Inc., and its debtor-affiliates are asking the U.S. Bankruptcy Court for the District of Delaware to approve their application employing The Trumbull Group, LLA as Claims, Noticing and Balloting Agent of the Bankruptcy Court. The Debtor reports more than 200 creditors, potential creditors and other parties in interest to whom certain notices, including notice of the commencement of theses chapter 11 cases, and voting documents, must be sent. To relieve the office of the Clerk of the Bankruptcy Court for the District of Delaware to accomplish the process of receiving, docketing, maintaining, photocopying and transmitting proofs of claim in this case is for it to engage an independent third party to act as an agent of the Court. In its capacity as Claims Agent, Trumbull Group will: a) prepare and serve required notices in these chapter 11 cases, including: i) a notice of the commencement of these chapter 11 cases and the initial meeting of creditors under section 341 (a) of the Bankruptcy Code; ii) a notice of the claims bar date; iii) notices of objections to claims; iv) notices of any hearings on a disclosure statement and confirmation of a plan or plans of reorganization; and v) such other miscellaneous notices as the Debtors or Court may deem necessary or appropriate for an orderly administration of these chapter 11 cases; b) within five business days after the service of a particular notice, file with the Clerk's Office a certificate or affidavit of service that includes: i) a copy of the notice served, ii) an alphabetical list of persons on whom the notice was served, along with their address, and iii) the date and manner of service; c) maintain copies of all proofs of claim and proofs of interest filed in these cases; d) maintain official claims registers in this case by docketing all proofs of claim and proofs of interest in a claims database that includes the following information for each such claim or interest asserted: i) the name and address of the claimant or interest holder and any agent thereof, if the proof of claim or proof of interest was filed by an agent; ii) the date the proof of claim or proof of interest was received by Trumbull and/or the Court; iii) the claim number assigned to the proof of claim or proof of interest; and iv) the asserted amount and classification of the claim; e) implement necessary security measures to ensure the completeness and integrity of the claims registers; f) transmit to the Clerk's Office a copy of the claims registers on a weekly basis, unless requested by the Clerk's Office on a more or less frequent basis; g) maintain an up-to-date mailing list for all entities that have filed proofs of claim or proofs of interest and make such list available upon request to the Clerk's Office or any party in interest; h) provide access to the public for examination of the proofs of claim or proofs of interest filed in this case without charge during regular business hours; i) record all transfers of claims pursuant to Rule 3001(e) and provide notice of such transfers as required by Rule 3001(e), if directed to do so by the Court; j) comply with applicable federal, state, municipal and local statues, ordinances, rules, regulations, orders and other requirements; k) provide temporary employees to process claims, as necessary; l) promptly comply with such further conditions and requirements as the Clerk's Office or the Court may at any time prescribe; and m) provide such other claims processing, noticing, balloting, and relating administrative services as may be requested from time to time by the Debtors. Lorenzo Medizabal, President of Trumbull Group, reports that his firm will be compensated with their current standard rates in this retention: Administrative Support $50 per hour Assistant Case Management/ Data Specialist $65 to $80 per hour Case Manager $110 to $125 per hour Automation Consultant $140 to $160 per hour Sr. Automation Consultant $165 t $185 per hour Consultant $175 to $225 per hour Sr. Consultant $230 to $300 per hour Headquartered in Smithfield, North Carolina, Channel Master Holdings, Inc., with the Debtor-affiliates, are leading designer and manufacturer of high-volume, superior quality antenna products for the satellite communications industry both in the U.S. and internationally. The Company filed for chapter 11 protection on October 2, 2003 (Bankr. Del. Case No. 03-13004). David B. Stratton, Esq., at Pepper Hamilton LLP represents the Debtors in their restructuring efforts. When the Company filed for protection from its creditors, it listed estimated debts and assets of over $50 million each. CHC INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: CHC Industries, Inc P. O. Box 9100 Palm Harbor, Florida 34682 fka Cleaners Hanger Company Bankruptcy Case No.: 03-20775 Type of Business: Manufacture and distribution of steel wire coat hangers Chapter 11 Petition Date: October 6, 2003 Court: Middle District of Florida (Tampa) Judge: Paul M. Glenn Debtor's Counsel: Scott A. Stichter, Esq. Stichter, Riedel, Blain & Prosser, PA 110 E. Madison St., # 200 Tampa, FL 33602 Tel: 813-229-0144 Fax: 813-229-1811 Total Assets: $25,000,000 Total Debts: $20,000,000 Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Ispat of America $7,122,588 3429 Collection Center Drive Chicago, IL 60693 Sonoco Products $478,888 PO Box 281728 Atlanta, GA 30384-1728 Jamestown Print Company $285,920 108 Main Street Jamestown, PA 16134 Georgia Pacific Corp. $249,580 Baltimore County Maryland $175,846 AON Risk Services, Inc. $140,400 Holland & Knight $139,000 Ferrostaal Metals $130,373 Pavsner Press, Inc. $124,514 Georgetown Steel $119,000 Ryder Transportation Services, Inc. $114,860 Gerdau Ameristeel $109,687 Metro Supply Company $81,363 Allen Lund Freight Company $76,385 Blue Cross/Blue Shield $66,706 Warehouse Employees Local 570 $64,468 Personnel Service $55,923 Relizon Company, The $50,106 City of Brenham $45,651 L&P Financial Services $34,677 CHESAPEAKE CROSSING: First Creditors' Meeting Slated for Nov. 3 --------------------------------------------------------------- The United States Trustee will convene a meeting of Chesapeake Crossing Associates, LLC's creditors on November 3, 2003, 11:00 a.m., at Office of the U.S. Trustee, 200 Granby Street, Room 617, Norfolk, Virginia 23510. 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. Headquartered in Norfolk, Virginia, Chesapeake Crossing Associates, LLC filed for chapter 11 protection on October 1, 2003 (Bankr. E.D. Va., Case No. 03-76908). Frank J. Santoro, Esq., and Karen M. Crowley, Esq., at Marcus, Santoro & Kozak, P.C. represent the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed estimated assets of over $1 million and debts of over $10 million. COEUR D'ALENE: Ed Bugos Highlights Coeur D'Alene Mines Stock ------------------------------------------------------------ Gold seems to have taken a back seat during the market's rally, but Ed Bugos says it's still the place to be in the long run. Learn about several stocks in this space through this expert's market summary. Read about Goldcorp (NYSE:GG), Newmont (NYSE:NEM), Anglo (NYSE:AU), Coeur D'Alene (NYSE:CDE), Hecla Mining (NYSE:HL), and Agnico Eagle (NYSE:AEM). Click here for the full story exclusively on Zacks.com: http://featuredexpert2bw.zacks.com/ Here are the highlights from the Featured Expert column: The month of September was good to Ed Bugos' positions overall. All of his trades looked timely: the reduction in his gold equity exposure at the end of August in exchange for a short position against the broad market, as well as the concomitant increase in the bullion longs looked like the right recipe - up until last week at any rate. The strength in global share prices in the opening days of October, and the mini-liquidation in gold and silver last week are weighing on Bugos' outlook now, however. But his basic targets are intact, and so he's comfortable with his positions into year end. Goldcorp's (NYSE:GG) discovery of more gold at Red Lake last month awarded a little more scope to its growth potential. And both Newmont (NYSE:NEM) and Anglo (NYSE:AU) have been chart leaders. Newmont has even been a performance leader at various points. One reason for the lag in performance is that the HUI includes silver stocks Coeur D'Alene (NYSE:CDE) and Hecla mining (NYSE:HL), as well as stocks like Freeport, Goldenstar, and Bema. These five stocks are up an average 110% over six months - almost twice the HUI's gain. Meanwhile, Agnico Eagle (NYSE:AEM) has occupied the bottom ten percentile of the performance rankings of about 80 global gold stocks consistently over the past year. However, as discussed in an earlier issue, Bugos is confident the company will regain its share premium just as soon as the market sees its growth path is back on track. Learn how to make gold work for you with Ed Bugos' complete summary and outlook by clicking: http://featuredexpert3bw.zacks.com/ To be a successful investor you need professional advice. Experts who know what they're talking about and can help you achieve your financial goals in good markets...and especially in bad ones will help you improve your portfolio. That is why Zacks Investment Research has assembled the best investment experts in the business to offer their powerful advisory newsletters to you on all the major investment topics: Stocks, Mutual Funds, Bonds, Options, Futures etc. Zacks.com is a property of Zacks Investment Research, Inc., which was formed in 1978 to compile, analyze, and distribute investment research to both institutional and individual investors. The guiding principle behind our work is the belief that investment experts, such as brokerage analysts and investment newsletter writers, have superior knowledge about how to invest successfully. Our goal is to unlock their profitable insights for our customers. And there is no better way to enjoy this investment success, than with a FREE subscription to "Profit from the Pros" weekly e-mail newsletter. For your free newsletter, visit http://www.freeprofitbw.zacks.com Zacks Investment Research is under common control with affiliated entities (including a broker-dealer and an investment adviser), which may engage in transactions involving the foregoing securities for the clients of such affiliates. * * * As reported in Troubled Company Reporter's October 8, 2003 edition, Standard & Poor's Ratings Services revised its outlook on silver and gold mining company Coeur D'Alene Mines Corp., to positive from negative following the company's recently completed equity sale. At the same time, Standard & Poor's affirmed its 'CCC' corporate credit rating on the company. The Coeur D'Alene, Idaho-based company currently has about $19 million in total debt. CONSOL ENERGY: Largest Shareholder Closes Sale of 27-Mil. Shares ---------------------------------------------------------------- CONSOL Energy Inc.'s (NYSE: CNX) largest shareholder, RWE of Essen, Germany, closed on a previously announced sale of 27.3 million shares of its 43.9 million shares of CONSOL Energy common stock in a private placement sale. RWE now holds 16.6 million shares of CONSOL Energy common stock, or 18.5% of the 89.8 million shares of common stock outstanding. On September 23 and 24, 2003, RWE closed on a previously announced sale of 14.1 million shares of CONSOL Energy common stock, reducing its initial majority interest from 73.6% to 48.9%. On the same dates, CONSOL Energy closed on a previously announced sale of 11.0 million primary shares of its common stock, increasing the total shares of common stock outstanding to 89.8 million. The shares of common stock offered have not been registered under the Securities Act of 1933 and may not be offered in the United States absent registration or an applicable exemption from registration requirements. CONSOL Energy Inc. (S&P, BB+/B Corporate Credit Rating, Stable) is the largest producer of high-Btu bituminous coal in the United States, and the largest exporter of U.S. coal. CONSOL Energy has 20 bituminous coal mining complexes in seven states and in Australia. In addition, the company is one of the largest U.S. producers of coalbed methane, with daily gas production of approximately 135 million cubic feet. The company also produces electricity from coalbed methane at a joint-venture generating facility in Virginia. CONSOL Energy has annual revenues of $2.2 billion. It received a U.S. Environmental Protection Agency 2002 Climate Protection Award, and received the U.S. Department of the Interior's Office of Surface Mining 2002 National Award for Excellence in Surface Mining for the company's innovative reclamation practices in southern Illinois. Additional information about the company can be found at its Web site: http://www.consolenergy.com CONSTELLATION BRANDS: Appoints Philippa Dworkin SVP of Comms. ------------------------------------------------------------- Constellation Brands, Inc., a leading beverage alcohol company, announced that Philippa Dworkin has joined the company as senior vice president, corporate communications. Her primary responsibilities include overseeing the planning and execution of Constellation's corporate communications and investor relations strategies. "I am very pleased that Philippa has joined our team," said Constellation Chairman and Chief Executive Officer Richard Sands. "Her experience as a corporate communicator and expertise in the beverage industry will be invaluable as Constellation continues its growth trajectory." Dworkin was previously vice president, corporate communications for Dr.Pepper/Seven Up, Inc., and Mott's Inc., both subsidiaries of Cadbury Schweppes plc, where she was responsible for all external and internal communications. Prior to that, Dworkin was with Tenneco Packaging and Santa Fe Pacific Corporation in Illinois. Constellation Brands, Inc. (S&P, BB Corporate Credit and Senior Unsecured Debt Ratings) is a leading international producer and marketer of beverage alcohol brands, with a broad portfolio across the wine, spirits and imported beer categories. The Company is the largest multi-category supplier of beverage alcohol in the United States; a leading producer and exporter of wine from Australia and New Zealand; and both a major producer and independent drinks wholesaler in the United Kingdom. Well-known brands in Constellation's portfolio include: Corona Extra, Pacifico, St. Pauli Girl, Black Velvet, Fleischmann's, Mr. Boston, Estancia, Simi, Ravenswood, Blackstone, Banrock Station, Hardys, Nobilo, Alice White, Vendange, Almaden, Arbor Mist, Stowells and Blackthorn. CROWN CASTLE: Completes $1.6 Billion Amended Credit Facility ------------------------------------------------------------ Crown Castle International Corp. (NYSE: CCI) has completed an amended $1.6 billion credit facility for its restricted group operating company and has made certain changes to its capital structure. Crown Castle also announced the completion of its negotiations in the UK with British Telecommunications plc to eliminate $48 million of site acquisition obligations and with Hutchison 3G UK Limited to amend the minimum site commitment under the agreements with 3. Under the terms of the amended bank agreement, the Opco Facility is comprised of a $192.5 million Term A loan, a $1.1 billion Term B loan and an unfunded $350 million revolving credit facility. The amended facility increased the Term B loan by $702 million, extended the Term B loan maturity from March 2008 to September 2010, reduced the Term A loan by $100 million and reduced the revolving credit facility commitment by $150 million. Crown Castle also designated its UK subsidiary as a restricted subsidiary, as defined in Crown Castle's bond indentures and Opco Facility. Crown Castle will repay the outstanding balance of its UK senior credit facility and redeem its UK 9% Guaranteed Bonds due 2007 ($99.2 million and $206.6 million outstanding at June 30, 2003, respectively). Crown Castle intends to use the excess proceeds of approximately $300 million from the new Term B loan to purchase certain of its higher coupon senior securities. "We continue to accomplish financial initiatives that reduce total interest expense and lower our overall cost of capital," stated W. Benjamin Moreland, Crown Castle's Chief Financial Officer. "This leverage-neutral transaction simplifies our capital structure and provides our restricted borrowing group access to the operating cash flows of our UK subsidiary. This transaction is an important milestone as it increases our financial flexibility, extends bank maturities, increases free cash flow, reduces near-term amortization, and positions us favorably to take advantage of anticipated refinancings of our callable securities next year. In addition, the positive response we received from our lenders enabled us to borrow $100 million more than expected of Term B loan, which we are using to pre-pay $100 million of the Term A loan." Additionally, Crown Castle's UK subsidiary, Crown Castle UK Limited, has reached agreement with BT to amend certain provisions of its agreements. Under terms of its revised agreements with BT and consistent with Crown Castle's previously provided guidance, CCUK will not be required to make any further site access payments to BT. CCUK has also reached agreement with 3 to amend certain provisions of its agreements. Under terms of its revised agreements with 3, CCUK has received a 1,350 minimum site commitment together with confirmation that CCUK will continue to remain as 3's preferred site provider in the UK for the deployment of third generation sites. Additional details of the revised agreements with 3 along with the revised agreements with BT will be contained in a Form 8-K to be filed with the Securities and Exchange Commission. Crown Castle International Corp. (S&P, B- Corporate Credit Rating, Stable Outlook) engineers, deploys, owns and operates technologically advanced shared wireless infrastructure, including extensive networks of towers and rooftops as well as analog and digital audio and television broadcast transmission systems. The Company offers near-universal broadcast coverage in the United Kingdom and significant wireless communications coverage to 68 of the top 100 United States markets, to more than 95 percent of the UK population and to more than 92 percent of the Australian population. Crown Castle owns, operates and manages over 15,500 wireless communication sites internationally. For more information on Crown Castle, visit: http://www.crowncastle.com DATA TRANSMISSION: Intends to Hire Ordinary Course Professionals ---------------------------------------------------------------- Data Transmission Network Corporation and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of New York for authority to continue employing professionals they turn to in the ordinary course of their businesses. The Debtors' officers, in the day-to-day performance of their duties, regularly call upon certain professionals, including attorneys, accountants, consultants, insurance advisors, systems professionals and other professionals to assist them in carrying out their assigned responsibilities. The Debtors submit that, in light of the additional costs associated with the preparation of employment applications for professionals who receive relatively small fees on a regular basis, it is impractical and cost inefficient for the Debtors to submit individual applications and proposed retention orders for each of such professionals. The Debtors want to any individual Ordinary Course Professional amounts in excess of $25,000 for postpetition compensation and reimbursement of postpetition expenses relating to any one- month period or $200,000 in the aggregate during the pendency of the Debtors' chapter 11 cases. Headquartered in Omaha, Nebraska, Data Transmission Network Corporation, delivers targeted time-sensitive information via a comprehensive communications system, including: Internet, Satellite, leased lines and other technologies. The Company, together with its debtor-affiliates filed for chapter 11 protection on September 25, 2003 (Bankr. S.D.N.Y. Case No.: 03- 16051). Jeffrey D. Saferstein, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP represents the Debtors in their restructuring efforts. When the Company filed for protection from its creditors, it listed estimated assets of more than $100 million and debts of over $50 million. DIAL CORP: Board Declares Quarterly Divide Payable on January 22 ---------------------------------------------------------------- The Board of Directors of The Dial Corporation (NYSE: DL) declared a quarterly dividend of $0.09 per share on the Company's common stock. The dividend is payable on January 22, 2004 to stockholders of record at the close of business on December 15, 2003. The Dial Corporation, headquartered in Scottsdale, Ariz., is one of America's leading manufacturers of consumer products, including Dial(R) soaps, Purex(R) laundry detergents, Renuzit(R) air fresheners and Armour(R) Star canned meats. Dial products have been in the marketplace for more than 100 years. For more information about The Dial Corporation, visit the Company's Web site at http://www.dialcorp.com * * * As reported in Troubled Company Reporter's March 25, 2003 edition, Standard & Poor's Ratings Services revised its rating outlook for household products manufacturer Dial Corp., to positive from stable. At the same time, Standard & Poor's affirmed its ratings on Dial. Total debt at Dec. 31, 2002, was about $458 million. As previously reported, Standard & Poor's rates the Company's $250,000,000 of 7% Notes due August 15, 2006, and $250,000,000 of 6-1/2% Notes sue September 15, 2008, in low-B territory. DII INDUSTRIES: Exchange Offer for 7.6% DII Debentures Launched --------------------------------------------------------------- Halliburton (NYSE: HAL) has commenced an offer to issue a like amount of new 7.6% debentures due 2096 in exchange for outstanding 7.6% debentures due 2096 (CUSIP No. 261597AG3) of its subsidiary, DII Industries, LLC. As of the date hereof, the principal amount outstanding of the DII Industries debentures is $300 million. Halliburton is making this exchange offer only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, and persons outside the United States pursuant to Regulation S under the Securities Act. In connection with the exchange offer, DII Industries is soliciting consents to amend the indenture governing the DII Industries debentures in order to, among other things, eliminate the bankruptcy-related events of default. The exchange offer will expire at 5:00 p.m., New York City time, on November 7, 2003, unless extended. DII Industries is offering to make consent payments of $2.50 per $1,000 principal amount tendered to holders who validly tender their existing DII Industries debentures and thereby deliver their consents on or prior to the consent payment deadline, which is currently scheduled for October 24, 2003, at 5:00 p.m., New York City time. Holders of DII Industries debentures may give their consent to the proposed amendments only by tendering their DII Industries debentures in the exchange offer and will be deemed to have given their consent by so tendering. Halliburton, founded in 1919, is one of the world's largest providers of products and services to the petroleum and energy industries. The company serves its customers with a broad range of products and services through its Energy Services and Engineering and Construction Groups. The company's World Wide Web site can be accessed at http://www.halliburton.com DOMAN INDUSTRIES: Obtains CCAA Stay Extension Until November 27 --------------------------------------------------------------- Doman Industries Limited announced that the Supreme Court of British Columbia issued an order Friday, in connection with proceedings under the Companies Creditors Arrangement Act, extending the stay of proceedings to November 27, 2003. A copy of the order may be obtained by accessing the Company's Web site at http://www.domans.com In addition to extending the stay of proceedings, the order also authorizes Doman to engage in a process, under the direction of its financial adviser, UBS Securities LCC, and under the supervision of the Monitor and direction of the Court, to solicit proposals to refinance its existing indebtedness. The key steps in the Refinancing Solicitation Process are as follows: - on or before October 13, 2003, UBS is to assist Doman to update its confidential information package for potential financing entities; - on or before October 15, 2003, UBS will advise all Potential Investors of the process established by the Order; - on or before October 24, 2003, Doman will deliver the CIP to each Potential Investor that: - executes and delivers a confidentiality agreement; and - in the case of a Potential Investor engaged in a business competitive to Doman, pays a non-refundable fee of $25,000, unless the non-refundable fee is waived by the Monitor; - by no later than November 10, 2003, each Potential Investor wishing to participate further in the Refinancing Solicitation Process, must deliver to UBS an initial non-binding expression of interest to provide the Required Financing; - on November 27, 2003, Doman, after consultation with the Monitor, Tricap Restructuring Fund and the representatives of the informal unsecured noteholder committee, consisting of Merrill Lynch and others, will apply to Court to report on the status of the Refinancing Solicitation Process and to seek directions on the continuation of the Refinancing Solicitation; - if Doman, the Monitor, Tricap and the Committee agree on a particular binding refinancing proposal, a motion to Court will occur on December 18, 2003, seeking authorization to file a revised Plan of Arrangement and Compromise to implement such refinancing proposal; - if there is no agreement on the selection of a binding refinancing proposal, then Doman, the Committee and Tricap are all at liberty to seek authorization to file a revised Plan of Arrangement and Compromise and the Court will on December 18, 2003, be asked to consider all proposed refinancing proposals to determine which proposal is to be presented to Doman's creditors in accordance with the CCAA; and - a Plan of Arrangement and Compromise will, in any event, be filed by January 28, 2004 with a projected implementation date of no later than February 20, 2004, subject to further order by the Court. The Tricap application requesting that the Court convene a meeting of affected creditors to vote on a plan of compromise or arrangement was withdrawn. Doman is an integrated Canadian forest products company and the second largest coastal woodland operator in British Columbia. Principal activities include timber harvesting, reforestation, sawmilling logs into lumber and wood chips, value-added remanufacturing and producing dissolving sulphite pulp and NBSK pulp. All the Company's operations, employees and corporate facilities are located in the coastal region of British Columbia and its products are sold in 30 countries worldwide. DUALSTAR TECHNOLOGIES: Ability to Continue Operations Uncertain --------------------------------------------------------------- DualStar Technologies Corporation, through its wholly owned subsidiaries, operates construction-related businesses. The Company completed the discontinuance of its communications business in August 2003. The Company's communications segment's telephone service business was discontinued in August 2002. In April 2002, the Company sold communications network equipment for $0.4 million. The transaction resulted in a loss of $0.5 million. In August 2002, the Company sold certain access agreements on properties located in the Los Angeles area and the communications assets located in the properties for $0.4 million. The transaction resulted in a gain of $0.1 million. A $2.5 million charge for the impairment of certain remaining communications assets was recorded in fiscal year 2002. In January 2003, the Company sold the network infrastructure assets in conjunction with its exit out of the Internet service business for a nominal amount. The net book value of the assets sold was $0.6 million. In August 2003, the Company and its wholly owned subsidiary, ParaComm, Inc., consummated the sale to an affiliate of its senior lender, Madeleine, LLC, of substantially all of ParaComm's assets, pursuant to an Asset Purchase Agreement dated July 2003 between the Company, ParaComm, Madeleine, and PCM Acquisitions Corp. Such assets related to ParaComm's satellite television and private cable services business in Florida. The consideration for the sale was the reduction of $3.2 million of the principal amount of a note of the Company to Madeleine, plus waiver of accrued and unpaid interest on such principal amount. Such reduction is subject to certain post-closing adjustments, which are not expected to be material. The Company incurred significant losses in the last several fiscal years, primarily in the communications segment. The Company completed the discontinuance of its communications business in August 2003. There can be no assurance that the construction segment will sustain profitability or positive cash flow from future operations. Given the current U.S. economic climate and market conditions and the financial condition of the Company, there is a substantial likelihood that the Company will be unable to raise additional funds on terms satisfactory to it, if at all, to fund any future operating losses that may occur through the operation of the construction business. The outstanding principal and accrued interest with respect to the Madeleine Loan totals approximately $13.1 million in September 2003. The Company is in default under the terms of the Madeleine Loan agreement. Madeleine may call the loan due and payable at any time, and, if it is not paid, foreclose on significant assets of the Company's subsidiaries that secure such loan. If the Company cannot raise additional funds for continuing operations or if Madeleine demands payment on its loan, the Company will likely be forced to cease operations. Accordingly, there is substantial doubt about the Company's ability to continue as a going concern. EL PASO CORP: Enters Drilling Venture with Lehman Bros. & Nabors ---------------------------------------------------------------- El Paso Corporation (NYSE: EP) has entered into agreements with a wholly owned subsidiary of Lehman Brothers, the global investment bank, and a wholly owned subsidiary of Nabors Industries Ltd., that will collectively result in an additional $350 million of drilling activity over the next nine to 12 months. Lehman will contribute 50 percent of an estimated $500-million total cost to develop two specified packages of wells in exchange for a 50-percent net profits interest (cash proceeds available after royalties and operating costs have been paid), and Nabors will contribute 20 percent in exchange for a 20-percent net profits interest in such wells. Once a specified payout is achieved, Lehman's and Nabors' net profits interest will convert to an overriding royalty interest in the wells for the remainder of the wells' productive lives. The remaining 30 percent of the $500 million of capital will be contributed by El Paso as part of its existing 2003 and 2004 capital budget. Under the terms of the agreements, all parties have a right to cease further investment with 30 days notice. It is anticipated that 54 percent of the estimated $500 million total capital will be invested under agreements with El Paso Production Company and El Paso Production GOM Inc. and the balance invested with El Paso Production Oil & Gas USA, L.P. "We are excited about this opportunity to have Lehman and Nabors participate in our drilling program," said Rod Erskine, president of El Paso's production segment. "These agreements allow us to accelerate the drilling of our inventory within our existing capital spending budget." El Paso Corporation (S&P, B+ L-T Corporate Credit Rating, Negative) is the leading provider of natural gas services and the largest pipeline company in North America. The company has core businesses in pipelines, production, and midstream services. Rich in assets, El Paso is committed to developing and delivering new energy supplies and to meeting the growing demand for new energy infrastructure. For more information, visit http://www.elpaso.com * * * Nabors Has This to Say Gene Isenberg, Nabors' Chairman and CEO commented on the investment, "We are pleased to have an opportunity to invest in this attractive group of prospects with such a well respected operator as El Paso. Their prospects inventory is known to be of high-quality and they have an excellent track record of execution in the E & P Business. We welcome the opportunity to broaden our relationship." The Nabors companies own and operate almost 600 land drilling and 933 land workover and well-servicing rigs worldwide. Offshore, Nabors operates 44 platforms, 17 jack-ups, and three barge rigs in the domestic and international markets. Nabors markets 30 marine transportation and support vessels, primarily in the US Gulf of Mexico. In addition, Nabors manufactures top drives and drilling instrumentation systems and provides comprehensive oilfield hauling, engineering, civil construction, logistics and facilities maintenance, and project management services. Nabors participates in most of the significant oil, gas and geothermal markets in the world. EQUITY INNS: Raises $22MM from Common & Preferred Equity Sales -------------------------------------------------------------- Equity Inns, Inc. (NYSE: ENN), has completed a sale of 2,000,000 shares of common stock to certain advisory clients of Cohen & Steers Capital Management, Inc. The sale is being made pursuant with the Company's existing shelf registration statement previously filed with and declared effective by the Securities and Exchange Commission. The shares were priced at a net price of $7.55, representing a 2.5% discount from the trailing ten day closing average of $7.74. The net proceeds from the sale, after expenses, are expected to be approximately $15.0 million. Simultaneously, the Company sold 287,500 shares of 8.75% Series B Cumulative Preferred Stock (liquidation preference of $25 per share), to certain advisory clients of Cohen & Steers Capital Management, Inc. with net proceeds, after expenses, expected to be $7.2 million. The Series B Preferred Stock may be redeemed at par at the election of the Company on or after August 11, 2008. These securities have no stated maturity, sinking fund or mandatory redemption and are not convertible into any other securities of the Company. Howard Silver, President and Chief Operating Officer of Equity Inns commented, "We believe that these transactions were an efficient and cost effective way to raise capital." The Company expects to use the combined $22.2 million of proceeds for acquisitions and to repay a portion of its outstanding borrowings under the Company's line of credit. Phillip H. McNeill, Sr., Chairman of Equity Inns stated, "We are pleased that these transactions will enable us to reduce our debt and strengthen our balance sheet. We expect to re-deploy the capital as opportunities to purchase strategic lodging assets emerge. This should position Equity Inns for improved profitability and increased shareholder value." The Series B Preferred Stock trades on the New York Stock Exchange under the symbol ENN PrB. Equity Inns, Inc. (S&P, B+ Corporate Credit Rating, Negative) is a self-advised REIT that focuses on the upscale extended stay, all- suite and midscale limited-service segments of the hotel industry. The company owns 94 hotels with 12,100 rooms located in 34 states. For more information about Equity Inns, visit the company's Web site at http://www.equityinns.com EXIDE TECH.: Wants to Create Subsidiaries and Transfer Assets ------------------------------------------------------------- Exide Technologies and its debtor-affiliates seek the Court's authority to create new subsidiaries and transfer certain assets to these subsidiaries. Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C., in Wilmington, Delaware, relates that the Debtors' Amended Plan contemplates several steps to reconfigure the Debtors' corporate structure. The Plan streamlines the Debtors' organization structure and makes it more tax efficient, and facilitates the financing and ownership of the Debtors' foreign subsidiaries. Some of these steps are required to occur before Plan confirmation. Specifically, the Plan contemplates creating a new wholly owned Exide subsidiary and then form a new Dutch company called Exide CV that will be owned partially by Exide Technologies and partially by the new wholly owned domestic subsidiary. The Debtors will transfer the shares of their two existing foreign subsidiaries -- Exide Holding Asia PTE Limited and Exide Holding Europe, S.A. -- along with a participating note previously issued by Exide Holding Europe that is treated as stock for U.S. federal income tax purposes to the Exide CV. Exide CV will then form another new Dutch company called Exide BV and transfer its newly acquired shares of Exide Holding Asia, a portion of its newly acquired shares of Exide Holding Europe, and the Note to Exide BV in exchange for equity. Finally, Exide Holding Europe will be converted from a French S.A. to a French S.A.R.L. Ms. Jones explains that since Exide will be the ultimate parent company of the entity to which the shares will be transferred, there will be no loss of assets or value from Exide's estate. From an economic perspective, there is no impact on creditors or on the creditors' potential recoveries. The Debtors believe that the benefits of these transactions include their ability to implement the transactions even if the Plan confirmation were delayed, or if the Plan were substantially modified. (Exide Bankruptcy News, Issue No. 31; Bankruptcy Creditors' Service, Inc., 609/392-0900) FEDERAL-MOGUL: Court Expunges 58 of Amended or Superseded Claims ---------------------------------------------------------------- Federal-Mogul Corporation and its debtor-affiliates report that there are proofs of claim that were amended and therefore superseded by a subsequent claim by or on behalf of the same claimant. The Debtors identified 58 of these amended and superseded proofs of claim. At the Debtors' behest, the Court expunged the amended or superseded claims to ensure that the claimants assert their intended claim for all purposes in the Chapter 11 cases. The 11 largest Amended or Superseded claims are: Claimant Claim No. Amount -------- --------- ------ Department of Treasury 10447 $8,828,823 Gould Electronics, Inc. 6942 3,074,369 Missouri Dept. of Revenue 6192 258,470 Omiotek Coil Spring Co. 827 105,101 Pierce Herns Sloan & McLeod 997 163,335 Rohm and Hass Company 5026 185,371 Selwyn Palmer 1001 750,000 Shirley Swift 873 150,000 Sprint Communications LP 4755 333,327 State of Michigan 10346 4,611,963 State of Ohio 6444 10,212,418 James E. O'Neill, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub PC, in Wilmington, Delaware, says that the Claimants will have a Surviving Claim remaining on the Claims Register. (Federal-Mogul Bankruptcy News, Issue No. 43; Bankruptcy Creditors' Service, Inc., 609/392-0900) GENUITY INC: Plan Confirmation Hearing Schedules for November 17 ---------------------------------------------------------------- Several parties filed objections to the approval of the Genuity Debtors' Disclosure Statement. Among them are: (1) County of Placer, Monterey and Imperial, California Taxing Authorities -- Martha E. Romero, Esq., at Romero Law Firm, in Whittier, California, complained of inadequate information regarding tax payments. The Debtors added more information to the Disclosure Statement resolve this complaint. (2) U.S. Trustee -- Brian S. Masumoto, Esq., in New York, wants it to be clear that fees and charges assessed against the estates under Section 1930 of the Judiciary Procedures Code are payable until entry of a final decree closing Genuity's cases. The U.S. Trustee also wants to make sure that the Disbursing Agent or any other party holding creditors' money will be bonded. The Debtors respond in the affirmative to both of the U.S. Trustee's concerns. (3) Deutsche Bank AG wants more information about its dispute with the other Lenders regarding an amendment to a credit agreement as well as the third-party releases provided in the Plan. Robert M. Dombroff, Esq., at Bingham McCutchen, LLP, in New York, reminds the Court that the dispute dates back to July 2002, days before Verizon announced that it would not exercise its option to reintegrate Genuity into Verizon, when Genuity drew $850,000,000 under the JP Morgan-led credit agreement under which Deutsche Bank is a Funding Bank. The other Funding Banks funded $722,500,000 of the $850,000,000 request. Deutsche Bank refused to fund the difference. The Debtors and the Committee suggest that any inter-creditor dispute is the Lenders' problem and should not delay approval of the Disclosure Statement. At best, the Debtors and the Committee tell the Court, Deutsche Bank raises a confirmation objection and probably nothing the Bankruptcy Court can deal with anyway. (4) U.S. Department of Labor Secretary, Elaine L. Chao, contends that the Disclosure Statement contains ambiguous language in reference to its rights to pursue causes of action pursuant to the Employee Retirement Income Security Act of 1974. Gregory A. Splagounias, Esq., in Boston, Massachusetts, reminds the Court that Genuity, Inc. is the Plan Sponsor of the Genuity, Inc. Savings Plan No. 001, a defined contribution employee benefit plan for the benefit of the Debtors' employees. Mr. Splagounias informs the Court that the Labor Secretary is responsible for the enforcement of the fiduciary requirements of Title I of the ERISA. The Secretary also has the authority to bring actions to enjoin acts and practices which violate the provisions of Title I of ERISA and to obtain other appropriate equitable and injunctive relief to redress violations and enforce provisions of that Title. Lastly, the Secretary is responsible for protecting the interest of participants in, and beneficiaries of, employee benefit plans and the plan assets held by those plans. The Plan proposes to grant releases that DOL doesn't like. That's right, the Debtors say. The releases will be adequately disclosed however the DOL would like and the DOL is free to raise their objection at the confirmation hearing. (5) ICG Consolidated, Inc., argued that the Debtors' Original Disclosure Statement failed to provide adequate information regarding the alleged compromises that would result in discriminatory treatment and classification and the cause the plan to violate the best interests test at confirmation. According to Thomas A. Guida, Esq., at Baker & Hostetler, LLP, in Denver, Colorado, the Debtors' Liquidation Plan, on its face, separately classifies similarly situated unsecured creditors, like Classes 3 and 4, and provides for significantly discriminatory treatment. ICG charges that the Disclosure Statement lacks the required meaningful disclosure of why similarly situated creditors are being treated so differently, that is, the distribution chart indicates Class 3 Unsecured Creditors could receive almost five times the distributions of Class 4 Unsecured Creditors. Furthermore, Mr. Guida says, ICG cannot see how the Plan satisfies the best interests test with the Debtors' conclusory allegations that, since they are essentially liquidating, the end result would not be different, or would be less beneficial to creditors, if they were in a Chapter 7. ICG's objection, the Debtors say, is a poor attempt to create leverage in connection with the negotiations regarding its disputed general unsecured claim. The Plan is what it is. It is a compromise and settlement. Creditors will vote to accept or reject that compromise. If they vote to reject, that's an issue to deal with at confirmation . . . not an issue to stand in the way of allowing creditors to read the plan and cast their ballots. (6) Robert T. Pierce, Sr., objected to the approval of the Disclosure Statement because he, together with the other common stock holders, is excluded from participation in the approval of the Plan. No, Genuity responds, Mr. Pierce and his fellow shareholders are not excluded. They lack, however, any economic interest in the outcome of these cases. The value of Genuity's equity -- the residual claim on the company's assets after all liabilities are satisfied -- burned-up a long time ago. Unless the shareholders want to put new value on the table, there's nothing to talk about. To address the objections raised, the Debtors made various amendments to their Disclosure Statement and Liquidation Plan. D. Ross Martin, Esq., at Ropes & Gray, in Boston, Massachusetts, informs the Court that a minor objection raised by the State of Washington has been resolved. The Debtors and the Office of the U.S. Trustee have agreed to defer consideration of the issues raised in the U.S. Trustee's objection, to the hearing on confirmation of the Plan, to the extent the issues are not resolved by the Plan modifications. Judge Beatty finds that the Second Amended Disclosure Statement contains adequate information within the meaning of Section 1125 of the Bankruptcy Code. Accordingly, the Court approves the Debtors' Second Amended Disclosure Statement. Judge Beatty rules that all objections that have not been withdrawn, waived, adjourned, or settled are overruled on the merits in their entirety. The Confirmation Hearing will be held at 10:30 a.m., prevailing Eastern Time, on November 17, 2003. The Court also extends the Debtors' exclusive solicitation period to the conclusion of the Confirmation Hearing. (Genuity Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service, Inc., 609/392- 0900) GEORGIA-PACIFIC CO.: Zacks Highlights GP Stocks with #1 Ranking --------------------------------------------------------------- Zacks.com releases another list of stocks that are currently members of the coveted Zacks #1 Ranked list which has produced an average annual return of +33.6% since 1988 and has gained +13.3% annually since 2000 as the markets have been tumbling down. Among the #1 ranked stocks Zacks highlighted is Georgia-Pacific Company (NYSE:GP) and KB Home (NYSE:KBH). To see the full Zacks #1 Ranked list or the rank for any other stock then visit http://www.zacksrank1bw.zacks.com Here is a synopsis of why the Georgia-Pacific stocks have a Zacks Rank of 1 (Strong Buy). Note that a #1 Strong Buy rating is applied to 5% of all the stocks we rank: Georgia-Pacific Company (NYSE:GP) is a manufacturer and distributor of building products, as well as a producer of a variety of pulp and paper products (including pulp, communication papers, containerboard, packaging and tissue products). GP will announce third quarter figures next week but for the second quarter, they reported net income of $62 million or 25 cents diluted earnings per share. This was much better than a net loss of $83 million or 36 cents diluted loss per share in the second quarter of 2002. This was over a +78% surprise over the Street's estimates. The company has been entrenched in cost control measures spreading across the entire company and are slightly ahead of plan. They have also established additional cost reduction goals for 2004 such as a substantial reduction in their information technology budget. These measures along with an economic recovery seem to be working quite well. Along with improving financials, the company issued a $.125 dividend in the quarter signaling confidence in the company's immediate future as well as long-term strength. GP looks strong on paper and may warrant a closer look. For over 15 years the Zacks Rank has proven that "Earnings estimate revisions are the most powerful force impacting stock prices." Since 1988 the #1 Ranked stocks have generated an average annual return of +33.6% compared to the (a)S&P 500 return of only +11.3%. Plus this exclusive stock list has generated average gains of +13.3% during the last 3 years; a substantial return compared to the large losses suffered by most investors during that time frame. Also note that the Zacks Rank system has just as many Strong Sell recommendations (Rank #5) as Strong Buy recommendations (Rank #1). And since 1988 the S&P 500 has outperformed the Zacks #5 Ranked stocks by 166.7% annually (11.3% vs. 4.2% respectively). Thus, the Zacks Rank system can truly be used to effectively manage the trading in your portfolio. The Zacks Rank, and all of its recommendations, is created by Zacks & Co., member NASD. Zacks.com displays the Zacks Rank with permission from Zacks & Co. on its web site for individual investors. Zacks.com is a property of Zacks Investment Research, Inc., which was formed in 1978 to compile, analyze, and distribute investment research to both institutional and individual investors. The guiding principle behind our work is the belief that investment experts, such as brokerage analysts and investment newsletter writers, have superior knowledge about how to invest successfully. Our goal is to unlock their profitable insights for our customers. And there is no better way to enjoy this investment success, than with a FREE subscription to "Profit from the Pros" weekly e-mail newsletter. For your free newsletter, visit http://www.freeprofit1bw.zacks.com Zacks Investment Research is under common control with affiliated entities (including a broker-dealer and an investment adviser), which may engage in transactions involving the foregoing securities for the clients of such affiliates. Headquartered at Atlanta, Georgia-Pacific (S&P, BB+ Corporate Credit Rating, Negative) is one of the world's leading manufacturers of tissue, packaging, paper, building products, pulp and related chemicals. With 2002 annual sales of more than $23 billion, the company employs approximately 61,000 people at 400 locations in North America and Europe. Its familiar consumer tissue brands include Quilted Northern(R), Angel Soft(R), Brawny(R), Sparkle(R), Soft 'n Gentle(R), Mardi Gras(R), So- Dri(R), Green Forest(R) and Vanity Fair(R), as well as the Dixie(R) brand of disposable cups, plates and cutlery. Georgia- Pacific's building products distribution segment has long been among the nation's leading wholesale suppliers of building products to lumber and building materials dealers and large do-it- yourself warehouse retailers. For more information, visit http://www.gp.com GMP INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: GMP Industries, Inc. 6760 NW 27th Avenue Road Ocala, Florida 34475 dba Alliance Construction Materials Bankruptcy Case No.: 03-20425 Chapter 11 Petition Date: October 1, 2003 Court: Middle District of Florida (Tampa) Judge: Michael G. Williamson Debtor's Counsel: David S. Jennis, Esq. Jennis & Bowen PL 400 N Ashley Drive Suite 2540 Tampa, FL 33602 Tel: 813-229-1700 Fax: 813-229-1707 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Florida Rock Industries $538,909 PO Box 620000 Stop 9927 Orlando, FL 32891-9927 Commercial Carrier Corp. $136,489 Margie Wood Trucking $86,246 Tarmac America, Inc. $67,114 A-1 Block Corp. $44,803 WR Grace & Co. - Conn. $29,794 Fort Myers Trucking $23,471 Boral Material Tech. $20,512 Hughes Supply, Inc. $15,797 CSR America, Inc. $11,137 Department of Insurance $9,924 CAN Insurance $9,714 Wekiwa Concrete Products, Inc. $8,926 ME Wilson Company, Inc. $8,769 KW Baxley Oil Co. $5,726 Ring Power Corp. $5,196 Ring Power Corp. $5,196 Aramark Uniform Services $5,165 The Hogan Law Firm $4,476 Besser Company $3,948 HAYES LEMMERZ: HLI Trust Wants Auditors to Produce Documents ------------------------------------------------------------ The HLI Creditor Trust sought and obtained the Court's authority to issue a subpoena for the production of documents and oral testimony from Professional Resources International, Inc., in accordance with Rule 2004 of the Federal Rules of Bankruptcy Procedure. Professional Resources International was the Hayes Lemmerz International Debtors' internal auditing firm, which allegedly has knowledge of facts that bear directly on the Trust's claims against unreleased parties. The Trust believes that the information sought will allow it to determine whether prosecution of the Trust Claims is warranted and cost is justified. Investigation and pursuit of the Trust Claims require a detailed analysis of the Debtors' accounting practices. With respect to any deposition of Professional Resources, the areas of inquiry pursuant to Rule 30(b)(6) of the Federal Rules of Civil Procedure will be the internal audit and other professional services it provided to the Debtors for the years 1998 through 2001. Steven L. Hoard, Esq., at Mullin, Hoard & Brown, LLP, in Amarillo, Texas, contends that the information sought by the Trust, is appropriate and within the scope and purposes of Bankruptcy Rule 2004, which provides: (a) Examination on Motion On motion of any party-in-interest, the court may order the examination of any entity. (b) Scope of Examination The examination of an entity under Rule 2004 or of the debtor under Section 343 of the Bankruptcy Code may relate only to the acts, conduct, or property, or to the liabilities and financial condition of the debtor, or to any matter which may affect the administration of the debtor's estate, or to the debtors' right to a discharge. (c) Compelling Attendance and Production of Documentary Evidence The attendance of an entity for examination and the production of documentary evidence may be compelled in the manner provided in Bankruptcy Rule 9016 for the attendance of witnesses at a hearing or trial. According to Mr. Hoard, it is well settled that Rule 2004 allows an unrestrained fishing expedition into an entity's affairs for the purpose of obtaining information relevant to the administration of the bankruptcy estate. "Rule 2004 can be used, among other things, to determine whether grounds exist to commence an action, to discover assets, and to investigate fraud," Mr. Hoard says. The Trust will use Rule 2004 to assess the viability of the Trust Claims that may confer a significant benefit on the Debtors' creditors. Mr. Hoard remarks that Rule 2004 is the provision that best applies to these cases because: -- the information sought by the Trust concerns the Debtors' financial condition and the administration of the estate; and -- it is essential to the Trust's efforts to maximize the value of the Debtors' estate for the benefit of all creditors and parties-in-interest. Judge Walrath clarifies that the examination is without prejudice to the Trust's rights to pursue further discovery of Professional Resources or of any other person or entity, as well as the rights of the Professional Resources, or of any other person or entity, to object to the discovery. (Hayes Lemmerz Bankruptcy News, Issue No. 39; Bankruptcy Creditors' Service, Inc., 609/392-0900) HECLA MINING: Ed Bugos Highlights Hecla Mining Stock ---------------------------------------------------- Gold seems to have taken a back seat during the market's rally, but Ed Bugos says it's still the place to be in the long run. Learn about several stocks in this space through this expert's market summary. Read about Goldcorp (NYSE:GG), Newmont (NYSE:NEM), Anglo (NYSE:AU), Coeur D'Alene (NYSE:CDE), Hecla Mining (NYSE:HL), and Agnico Eagle (NYSE:AEM). Click here for the full story exclusively on Zacks.com: http://featuredexpert2bw.zacks.com/ Here are the highlights from the Featured Expert column: The month of September was good to Ed Bugos' positions overall. All of his trades looked timely: the reduction in his gold equity exposure at the end of August in exchange for a short position against the broad market, as well as the concomitant increase in the bullion longs looked like the right recipe - up until last week at any rate. The strength in global share prices in the opening days of October, and the mini-liquidation in gold and silver last week are weighing on Bugos' outlook now, however. But his basic targets are intact, and so he's comfortable with his positions into year end. Goldcorp's (NYSE:GG) discovery of more gold at Red Lake last month awarded a little more scope to its growth potential. And both Newmont (NYSE:NEM) and Anglo (NYSE:AU) have been chart leaders. Newmont has even been a performance leader at various points. One reason for the lag in performance is that the HUI includes silver stocks Coeur D'Alene (NYSE:CDE) and Hecla mining (NYSE:HL), as well as stocks like Freeport, Goldenstar, and Bema. These five stocks are up an average 110% over six months - almost twice the HUI's gain. Meanwhile, Agnico Eagle (NYSE:AEM) has occupied the bottom ten percentile of the performance rankings of about 80 global gold stocks consistently over the past year. However, as discussed in an earlier issue, Bugos is confident the company will regain its share premium just as soon as the market sees its growth path is back on track. Learn how to make gold work for you with Ed Bugos' complete summary and outlook by clicking: http://featuredexpert3bw.zacks.com/ To be a successful investor you need professional advice. Experts who know what they're talking about and can help you achieve your financial goals in good markets...and especially in bad ones will help you improve your portfolio. That is why Zacks Investment Research has assembled the best investment experts in the business to offer their powerful advisory newsletters to you on all the major investment topics: Stocks, Mutual Funds, Bonds, Options, Futures etc. Zacks.com is a property of Zacks Investment Research, Inc., which was formed in 1978 to compile, analyze, and distribute investment research to both institutional and individual investors. The guiding principle behind our work is the belief that investment experts, such as brokerage analysts and investment newsletter writers, have superior knowledge about how to invest successfully. Our goal is to unlock their profitable insights for our customers. And there is no better way to enjoy this investment success, than with a FREE subscription to "Profit from the Pros" weekly e-mail newsletter. For your free newsletter, visit http://www.freeprofitbw.zacks.com Zacks Investment Research is under common control with affiliated entities (including a broker-dealer and an investment adviser), which may engage in transactions involving the foregoing securities for the clients of such affiliates. Hecla Mining Company (S&P, CCC+ Corporate Credit Rating, Positive), headquartered in Coeur d'Alene, Idaho, mines and processes silver and gold in the United States, Venezuela and Mexico. A 112-year-old company, Hecla has long been well known in the mining world and financial markets as a quality silver and gold producer. Hecla's common and preferred shares are traded on the New York Stock Exchange under the symbols HL and HL-PrB. HOUSTON EXPLORATION: Will Publish Third-Quarter Results on Nov 6 ---------------------------------------------------------------- The Houston Exploration Company (NYSE: THX) will release its third quarter 2003 earnings results before the market opens on Thursday, November 6. In conjunction with the release, the company will hold a conference call to review the results of the quarter. The call will be broadcast live over the Internet at 8:30 a.m. Central Time on Thursday, November 6, and can be accessed at http://www.houstonexploration.com To participate in the conference call by telephone, dial (800) 374-0699 prior to the start. In addition, the call will be available for delayed playback for one month beginning at approximately 2 p.m. on November 6. To access the playback, dial (706) 645-9291 and provide the confirmation code, 3249542. Contact: The Houston Exploration Company Melissa Reynolds, 713-830-6887 mreynolds@houstonexp.com The Houston Exploration Company (S&P, BB Long-Term Corporate Credit Rating, Stable) is an independent natural gas and oil company engaged in the development, exploitation, exploration and acquisition of natural gas and crude oil properties. The company's operations are focused in South Texas, the shallow waters of the Gulf of Mexico and the Arkoma Basin with additional production in East Texas, South Louisiana and West Virginia. For more information, visit the company's Web site at http://www.houstonexploration.com IESI: Buys Seneca Meadows Landfill & Refinances Credit Facility --------------------------------------------------------------- IESI Corporation has acquired the stock of Seneca Meadows, Inc., the owner and operator of the Seneca Meadows Landfill. The Seneca Meadows Landfill is a fully permitted municipal solid waste landfill located in the Finger Lakes Region of upstate New York, approximately 45 miles southeast of the City of Rochester, New York. Seneca Meadows Landfill is permitted to accept an average of 6,000 tons of municipal solid waste per day. Revenue at the landfill for fiscal year 2002 was $47.7 million. IESI also has completed the sale of $47.5 million of new equity capital, primarily from its existing shareholders and their affiliates and management. In addition, IESI plans to sell an additional $2.5 million to $7.5 million of equity. The new Series E Convertible Preferred Stock is the most senior class of IESI's equity and has substantially the same terms and conditions of the Company's outstanding Series D Preferred Stock. The new equity was used to help finance the purchase of Seneca Meadows. To date, IESI has raised over $240.0 million of funded equity capital. IESI also announced it has finalized a refinancing of its senior secured credit facility. The expanded $400.0 million senior secured credit facility is made up of a $200.0 million revolver and a $200.0 million term loan. The revolver matures October 2008 and the term loan matures in October 2010. The $200.0 million term loan and borrowings of $33.7 million under the revolver were used to refinance IESI's existing credit facility, and to finance the purchase price and expenses related to the Seneca Meadows acquisition. Future borrowings under the revolver will be available to finance acquisitions, capital expenditures, working capital and other general corporate purposes. Fleet Securities, Inc. was the arranger for the facility, Fleet National Bank is the Administrative Agent and LaSalle National Bank Association is the Syndication Agent. "Seneca Meadows Landfill is one of New York State's premier landfills, and we are extremely proud and excited to welcome them to our family of companies," said Mickey Flood, President and CEO of IESI. "The purchase of the landfill solidifies our Northeast Region and positions us for future expansion in the Northeast. I'd like to thank all our shareholders and lenders, who were again extremely supportive of our Company and this transaction." "We made initial contact with the seller three years ago," said Larry McGee, Senior Vice President and Chief Development Officer. "We signed our definitive agreement in May 2003 and since then we have enjoyed getting to know the people at Seneca Meadows and the local communities. We expect the transition to IESI to be very smooth." IESI -- whose June 30, 2003 balance sheet shows a total shareholders' equity deficit of about $48 million -- is one of the leading regional, non-hazardous solid waste management companies in the United States and has grown rapidly through a combination of strategic acquisitions and internal growth. IESI provides collection, transfer, disposal and recycling services to 275 communities, including more than 535,000 residential customers and 54,000 commercial and industrial customers in nine states. IFCO SYSTEMS N.V.: Closes and Settles EUR$110 Million Bond Issue ---------------------------------------------------------------- IFCO Systems N.V. (Frankfurt:IFE1) announced the successful closing and settlement of its bond issue. The 110 million Euro bond, with a maturity on October 15th, 2010, was priced at 10.375% and successfully placed with institutional investors. Deutsche Bank London acted as the sole book runner for the offering. IFCO Systems has applied for listing of the bond on the Luxembourg Stock Exchange. Interest for the bond will accrue from the issue date of the note and will be paid semi-annually on June 30th and December 31st, commencing December 31st, 2003. * * * As previously reported in Troubled Company Reporter, Standard & Poor's withdrew its double-'C' bank loan rating on IFCO Systems N.V.'s $178 million secured bank credit facility. At the same time Standard & Poor's withdrew its corporate credit and subordinated debt ratings on the company, which was lowered to 'D' on March 15, 2002, after IFCO failed to make its interest payment on its 10.625% senior subordinated notes due 2010. IMPATH INC: Secures Court Nod to Hire Weil Gotshal as Attorneys --------------------------------------------------------------- Impath Inc., and its debtor-affiliates sought and obtained approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Weil, Gotshal & Manges LLP as their attorneys, to perform the extensive legal services that will be required during these chapter 11 cases. George A. Davis, Esq., a member of Weil Gotshal, and Jennifer Feldsher, Esq., an associate, as well as other members of, counsel to, and associates of the firm will be employed to: a. take all necessary or appropriate actions to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; b. prepare on behalf of the Debtors, as debtors in possession, all necessary or appropriate motions, applications, answers, orders, reports and other papers in connection with the administration of the Debtors' estates; c. take all necessary or appropriate actions in connection with a plan or plans of reorganization and related disclosure statement(s) and all related documents, and such further actions as may be required in connection with the administration of the Debtors' estates; and d. perform all other necessary or appropriate legal services in connection with these chapter 11 cases. Weil Gotshal's current customary hourly rates range from: members and counsel $500 to $775 per hour associates $240 to $460 per hour paraprofessionals and staff $65 to $200 per hour Headquartered in New York, New York, Impath Inc., together with its subsidiaries, is in the business of improving outcomes for cancer patients by providing patient-specific diagnostic and prognostic services to pathologists and oncologists, providing products and services to biotechnology and pharmaceutical companies, and licensing software to hospitals, laboratories, and academic medical centers. The Company filed for chapter 11 protection on September 28, 2003 (Bankr. S.D.N.Y. Case No. 03- 16113). George A. Davis, Esq., at Weil, Gotshal & Manges, LLP represents the Debtors in their restructuring efforts. When the Company filed for protection from its creditors, it listed $192,883,742 in total assets and $127,335,423 in total debts. INTERPOOL: Accepts Raoul Witteveen's Resignation as Pres. & COO --------------------------------------------------------------- Interpool, Inc. (NYSE:IPX) announced that after a preliminary report by an independent outside law firm appointed by the Audit Committee of the Board of Directors to investigate accounting issues, the Board has accepted the resignation of Raoul Witteveen as President and Chief Operating Officer and a member of the Board, effective immediately. In a matter unrelated to Witteveen's resignation, the Board has accepted the resignation of Mitchell Gordon, the company's former Chief Financial Officer, as a member of the Board. As previously reported, in July the Board's Audit Committee engaged Morrison & Foerster LLP as special counsel to conduct an inquiry into circumstances surrounding the accounting issues that required restatement of Interpool's financial statements for 2000 and 2001 and delayed the filing of the company's Annual Report and Form 10-K for 2002. "The Audit Committee's investigation by Morrison & Foerster identified certain problems, and we are taking appropriate actions to correct them," said Martin Tuchman, Chairman and Chief Executive Officer, who will assume the duties of Chief Operating Officer and President. Tuchman also announced two senior-level appointments that will be responsible for overseeing Interpool's business units. Richard Gross, who has been serving as acting CFO, will become Chief Operating Officer of Interpool Limited, the company's international container business, once a new CFO is named. Herbert Mertz, as Chief Operating Officer of Trac Lease, Inc., will assume full responsibilities for the company's domestic chassis operations. As previously reported, the company has retained Heidrick & Struggles, an executive search firm, to conduct a global search for a new CFO. "The fundamentals of our company are sound and very strong. Revenues and cash flows are growing and our financial condition is solid," Tuchman said. "These resignations are necessary to clear the air of uncertainty about our accounting errors and the credibility of our financial statements. We have done what is necessary in light of the independent investigation." The Board of Directors, in accepting the resignations, said that there would be no further changes in management personnel as a result of the investigation. The Board also expressed its full confidence in Tuchman and the rest of management and their ability to lead the company successfully. During its investigation, Morrison & Foerster found that in September 2001 Witteveen authorized transactions that would have improperly increased earnings for the quarter. The report found that Interpool's senior accounting and financial officers did not allow any gain to be recognized on the transactions, and therefore, the company's financial statements did not contain any misstatement as a result of these transactions. The company said that, in addition to its own internal inquiry, the Securities and Exchange Commission has opened an informal investigation in response to the previously announced restatement of Interpool's financial statements and has requested a copy of the Morrison & Foerster report. Tuchman said the company is cooperating fully with the SEC's informal investigation. Interpool still expects that the changes to its reported 2001 financial information resulting from its financial restatement will amount only to a 1-2% change in its originally reported stockholders' equity as of December 31, 2001. Interpool's auditors, KPMG, have not yet completed their audits of the Company's 2000, 2001 and 2002 financial statements or its review of the Company's 2003 interim quarterly results, and will not finalize their audits or reviews until after they are able to review the final written report by Morrison & Foerster later this month. Therefore, Interpool cannot predict when the audits of the Company's 2000, 2001 and 2002 financial statements will be completed and the 2002 Form 10-K filed with the SEC. While Interpool remains optimistic that the audits will be completed in time to file the Form 10-K by October 31, 2003, the audits may not be completed by that date. The company plans to release financial information for 2000, 2001 and 2002 and the first quarter of 2003 later this month. If the 10-K cannot be filed by October 31, Interpool will seek waivers from its financial institutions to allow the 10-K to be filed at a later date. In addition, even if the 10-K is filed by October 31, Interpool will be requesting waivers to allow for late filing of its Form 10-Qs for 2003. Interpool said as a result of the delay, the New York Stock Exchange could take action against the company if substantial progress is not made towards releasing its financial statements. As part of the company strategic planning, Interpool also has engaged Goldman Sachs to advise the company on long-term debt financings and other matters. Interpool said it has substantially improved its internal procedures and controls over the last year, including the hiring of additional personnel, the implementation of an internal audit function and improving its communications between the company's sales and operations functions and its internal accounting department. Interpool is one of the world's leading suppliers of equipment and services to the transportation industry. It is the world's largest lessor of intermodal container chassis and a world-leading lessor of cargo containers used in international trade. INTERPOOL: No Additional Fitch Rating Action after Resignations --------------------------------------------------------------- Fitch Ratings does not expect to take additional rating action on Interpool, Inc., as a result of the resignations of Raoul Witteveen, President, COO and Director and Mitchell Gordon, Director and former CFO. Mr. Witteveen and Mr. Gordon's resignation followed the completion of a comprehensive legal review of the company's operations by Morrison and Foerster LLP, who were engaged by the Board of Directors. According to Interpool, public financial reports were not misstated as a result of the specific actions leading to the resignations. Earlier today, Fitch lowered Interpool's senior secured, senior unsecured and preferred stock ratings to 'BB+', 'BB', and 'B+', respectively. The ratings were also placed on Rating Watch Negative. The rating actions reflect Fitch's view that Interpool will be challenged to complete its delinquent Securities & Exchange Commission (SEC) filings by the Oct. 31 deadline as well as its third quarter 2003 results by Nov. 14. Failure to file any of these statements on a timely basis will result in Interpool requiring covenant waivers from its lenders for a third consecutive reporting period. Tracing its roots to 1968 and based in Princeton, NJ, Interpool, Inc., through its subsidiaries, is the largest lessor of domestic chassis and the second largest lessor of marine containers in the world. INTERPOOL: Fitch Downgrades Ratings over Potential Filings Delay ---------------------------------------------------------------- Fitch Ratings has lowered Interpool, Inc.'s senior secured, senior unsecured, and preferred stock ratings to 'BB+', 'BB', and 'B+' from 'BBB', 'BBB-', and 'BB+', respectively. The ratings are placed on Rating Watch Negative. Previously, the Rating Outlook was Negative. Approximately $295 million of debt and trust preferred securities are affected by Fitch's actions. The rating actions reflect Fitch's view that Interpool will be challenged to complete its 2002 10-K as well as its 10-Q's for the first and second quarter of 2003 by Oct. 31, 2003. The company may also be challenged to file its 10-Q for the third quarter of 2003 by its November 14 deadline. Failure to generate any of these statements on a timely basis will result in the company requiring covenant waivers from its lenders for a third consecutive reporting period. In addition, Interpool has continued to add additional secured financing as it has been unable to access unsecured debt or equity markets due to its delinquent filing status. This has eroded the company's unencumbered asset metrics to a level Fitch views as more akin to the current rating categories. Relief for these metrics is not imminent as the company will require unsecured debt and/or equity market access which in turn will require curing of the delinquent filing status. Fitch believes that Interpool currently has significant cash reserves and cash flow relative to 12-month debt maturities. However, failure to file financial statements on a timely basis and receive covenant waivers from creditors could accelerate debt maturities and cause a liquidity shortfall before Dec. 31, 2003. Fitch notes that Interpool remains current with respect to principal and interest on its debt and trust preferred stock obligations. In Fitch's view, Interpool is operating in a favorable business environment that has shown strong utilization of both marine containers and chassis. In addition, downward pricing pressure for new marine containers has eased and suggests that lease rates for renewals have stabilized. The Rating Watch will be resolved when the company cures its delinquent SEC filing status as well as generates reasonable confidence that it can file on a timely basis in the future. In Fitch's view, Interpool also needs to complete a meaningful unsecured debt or equity offering in order to boost unencumbered assets. Due to the advance rates that the company receives on its secured borrowings, the company requires unsecured capital growth in order to expand safely. Tracing its roots to 1968 and based in Princeton, NJ, Interpool, Inc. through its subsidiaries is the largest lessor of domestic chassis and the second largest lessor of marine containers in the world. INTERPOOL: Accounting Investigation Prompts S&P Watch ----------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on transportation equipment lessor Interpool Inc. and placed them on CreditWatch with negative implications. The long-term corporate credit rating was lowered to 'BB+' from 'BBB-'. "The downgrade and CreditWatch placement are due to the company's announcement that its ongoing investigation regarding accounting issues has resulted in the resignation of its President; the continued delay of its restated 2000 and 2001, and 2002 and 2003 audited financial statements; and the opening of an informal investigation by the SEC regarding these matters," said Standard & Poor's credit analyst Betsy Snyder. The accounting issues and financial statements delay were first reported in March 2003. At that time, the company indicated that the delay was due to a restatement of several finance lease transactions in 2000 and 2001, but any restatements were expected to be modest--resulting in an equity decline of around 1%-2% from the 2001 year end previously reported amount, and an immaterial impact on previously reported cash flow. The company still expects the restated equity to decline by only 1%-2%. Since then, the company has been forced to seek waivers twice from its banks regarding the filing of its restated 2000 and 2001 financial statements and its 2002 and 2003 audited financial statements and will have to do so again, since current waivers expire Oct. 31, 2003. The company expects no further management changes. Princeton, New Jersey-based Interpool continues to have strong market positions in chassis and marine cargo container leasing, as well as an adequate financial profile for a transportation equipment lessor. Interpool is the largest chassis lessor in North America, with a fleet of approximately 189,000 units. Chassis are wheeled frames attached to cargo containers that, when combined, are equivalent to a trailer that can be trucked to its destination. Interpool's only major competitor in this business is privately held Flexi-Van Leasing Inc. The chassis leasing business has tended to generate strong and stable cash flow, even in periods of economic weakness. Interpool's other major business is marine cargo container leasing, in which it is one of the larger participants, with a fleet of approximately 800,000 units. It also owns 50% of Container Applications International Inc. Marine cargo container leasing is a more cyclical business, dependent on global economic merchandise trends. However, Interpool's earnings and cash flow from marine cargo container leasing are somewhat more stable than those of most industry participants because it concentrates on multi-year term leases, rather than short-term "master leases." As a result, its earnings have been less affected than its major competitors by the overcapacity along with weakness in global trade that most of the industry suffered from over the past years. The trend began to reverse in mid-2002, and since then, the industry has benefited from strong demand and utilization rates have increased substantially. Standard & Poor's will monitor Interpool's situation regarding its completed audited financial statements, the SEC investigation, and its relationship with its banks to resolve the CreditWatch. INTRAWEST CORP: Executes 9.75% Notes' 2nd Supplemental Indenture ---------------------------------------------------------------- Intrawest Corporation has successfully completed its Consent Solicitation relating to the $200 million principal amount of its 9.75% Senior Notes due August 15, 2008. The Consent Solicitation was conducted in conjunction with Intrawest's offer to purchase any and all of the outstanding 2008 Notes, and expired at 5:00 p.m., New York City time, on Thursday, October 9, 2003. A total of $115,250,500, or 58%, of the aggregate outstanding principal amount of 2008 Notes was tendered in the Offer and Consent Solicitation prior to the Consent Date. Accordingly, Intrawest has executed a second supplemental indenture to the indenture governing the 2008 Notes, the effect of which is to eliminate substantially all of the restrictive covenants contained in the indenture. Intrawest has today accepted for payment the 2008 Notes tendered prior to the Consent Date and has paid total consideration of $122,585,714.15 (comprised of purchase price, consent fee and accrued interest) to the holders of the 2008 Notes so tendered. The Offer, as described in Intrawest's Offer to Purchase and Consent Solicitation Statement dated September 29, 2003 and related Letter of Transmittal, expires at 12:00 midnight, New York City time, on Tuesday, October 28, 2003. 2008 Notes tendered prior to the expiration date will be purchased at a price of $1,038.75 per $1,000 principal amount of 2008 Notes. Intrawest Corporation (IDR:NYSE; ITW:TSX) (S&P, BB- Long-Term Corporate Credit Rating, Positive Outlook) is the world's leading developer and operator of village-centered resorts. The company owns or controls 10 mountain resorts, including Whistler Blackcomb, North America's most popular mountain resort. Intrawest also owns Sandestin Golf and Beach Resort in Florida and has a premier vacation ownership business, Club Intrawest. The Company is developing additional resort villages at six resorts in North America and Europe. The Company has a 45 per cent interest in Alpine Helicopters Ltd., owner of Canadian Mountain Holidays, the largest heli-skiing operation in the world. Intrawest is headquartered in Vancouver, British Columbia and is located on the World Wide Web at http://www.intrawest.com JAMES CABLE: Court Approves First Amended Disclosure Statement -------------------------------------------------------------- On June 26, 2003, James Cable Partners, L.P. and James Cable Finance Corp., a wholly-owned subsidiary of James Cable, filed separate voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Middle District of Georgia, Macon Division. The cases are being jointly administered under the caption "In re: James Cable Partners, L.P., et al., Case No. 03-52842". On October 6, 2003, the Bankruptcy Court entered an order: -- Approving the Company's first amended disclosure statement dated September 18, 2003; -- Scheduling a hearing on November 25, 2003 at 2:30 p.m. (Eastern Time) for confirmation of the Company's proposed first amended plan of reorganization dated September 18, 2003; -- Setting a deadline of November 13, 2003 at 5:00 p.m. (Eastern Time), and establishing procedures, for filing objections to the Plan; -- Setting October 7, 2003 as the record date for the mailing of solicitation materials and voting purposes; -- Approving solicitation packages and procedures for distributing those packages to creditors; -- Approving the form of notice for the confirmation hearing and certain related matters; -- Approving the forms of the ballots to be used by creditors to vote on the Plan; and -- Establishing a voting deadline of November 11, 2003 at 5:00 p.m. (Eastern Time), and procedures for tabulating votes on the Plan. As more thoroughly described in the Disclosure Statement, the primary purpose of the Plan is to effectuate a restructuring of James Cable and its outstanding indebtedness and resolve James Cable's liquidity problems, thereby enhancing the recoveries for James Cable's creditors and enabling James Cable to continue as a going concern. Another purpose of the Plan is to effectuate a liquidation and dissolution of James Cable Finance, a non- operating wholly-owned subsidiary of James Cable. If the Plan is confirmed, James Cable will reorganize into a limited liability company organized under the laws of the State of Delaware and a holding company, James Cable Holdings, LLC, will be organized as a limited liability company under the laws of the State of Delaware. In addition, pursuant to the Plan, James Cable Finance will be liquidated and the creditors of James Cable Finance, whose only asset is $1,000 of cash, will receive the distributions on account of their claims described in greater detail in the Disclosure Statement. The Plan contemplates reducing the principal amount of James Cable's outstanding indebtedness by converting the claims of holders of the Notes into equity interests in Reorganized James Cable. In addition, by providing Reorganized James Cable with a de-leveraged capital structure, the company that results from the restructuring should be positioned favorably to withstand the normal fluctuations in the cable and telecommunications industry. To that end, by offering the holders of Note Claims a significant percentage of the equity of the Reorganized James Cable on a post- restructuring basis, the Company intends that these holders will participate in the long term growth opportunity of Reorganized James Cable's business. The Plan contemplates the issuance, upon the Effective Date of the Plan, of new equity interests in Reorganized James Cable that will be allocated as follows: (i) 93%, on a pro rata basis, to holders of the Note Claims; and (ii) the remaining 7%, on a pro rata basis, to the holders of the existing equity interests in James Cable. In addition, certain holders of Note Claims will be able to elect, as an alternative to receiving their pro rata share of the 93% of new equity interests in Reorganized James Cable, to receive $540 per $1,000 principal amount of the Notes held by such holders in cash, on the effective date of the Plan, in full satisfaction of its Note Claim. Thereafter, pursuant to the Plan, the equity interests of Reorganized James Cable will be contributed to James Cable Holdings, which will serve as a holding company for the business and assets of James Cable following the reorganization. In short, each holder of a Note that does not elect to receive cash will end up with an equity interest in a newly formed, privately-held entity that serves as a holding company for the business and assets of James Cable following the reorganization. The Plan also contemplates that on the Effective Date, the Company's existing secured creditors, on account of their Lenders' claims, either (A) will retain their liens and security interests and be paid in accordance with James Cable's pre-petition credit agreement or (B) will be paid the entire amount of the Lenders' Claims in full, and without premium of any kind. If the Lender's retain their liens and security interests and are to be paid pursuant to the Pre-Petition Credit Agreement, then the Pre- Petition Agreement will be amended and restated upon the Effective Date of the Plan with the following mendments: (i) the term will be extended for 4 years from the Effective Date of the Plan; (ii) the interest rate applicable to the Loans (as defined in the Pre- Petition Credit Agreement) will be 12%; (iii) prepayment of the Loans during the first calendar year following the Effective Date will bear a 1% premium, during the second calendar year will bear a 5% premium, during the third calendar year will bear a 3% premium and during the fourth calendar year will bear no premium; (iv) provided that the Loans are not paid in full on the Effective Date, the Lenders will receive a payment equal to 2% of the amount of the Loans outstanding on the Effective Date; and (v) financial covenants and similar provisions will be appropriately modified as agreed to by the Lenders and Reorganized James Cable to reflect the post-confirmation financial position of Reorganized James Cable. The Bankruptcy Court has authorized the Company to enter into a commitment letter with Merrill Lynch Capital for the purpose of refinancing the Lenders' claims and the indebtedness outstanding under the Pre-Petition Credit Agreement. Assuming prompt confirmation of the Plan, the Company anticipates that it will complete its restructuring and emerge from Chapter 11 by December 2003. It is anticipated that if the Plan is confirmed, then the Company will emerge from bankruptcy as a private company and will no longer be required to file periodic reports under the Securities Exchange Act of 1934. The foregoing summary of the Plan and the Disclosure Statement does not purport to be complete and is qualified in its entirety by the more detailed information that appears in the Plan and the Disclosure Statement filed with the Bankruptcy Court. Bankruptcy law does not permit solicitation of acceptances of a plan of reorganization until the Bankruptcy Court approves the applicable disclosure statement relating to such plan as providing adequate information of a kind, and in sufficient detail, as far as is reasonably practicable in light of the nature and history of the debtor and the condition of the debtor's books and records, that would enable a hypothetical reasonable investor typical of the holder of claims or interests of the relevant class to make an informed judgment. The disclosures contained herein are not intended to be, and they should not be construed as, a solicitation for a vote on the Plan. The Company will emerge from Chapter 11 if and when the Plan receives the requisite approvals and is confirmed by the Bankruptcy Court. Information regarding the Chapter 11 Cases, as well as copies of the filings made by the Company (including the Plan and the Disclosure Statement), can be obtained from the Office of the Clerk of the United States Bankruptcy Court for the Middle District of Georgia, 433 Cherry Street, P.O. Box 1957, Macon, Georgia 31202; telephone: 478-752-3506; facsimile: 478-752-8157; http://www.gamb.uscourts.gov James Cable owns, operates and develops cable television systems serving rural communities in Oklahoma, Texas, Georgia, Louisiana, Colorado, Wyoming, Tennessee, Alabama and Florida. As of September 30, 2003, it served 63,445 basic subscribers and had approximately 8,400 high-speed Internet customers and approximately 3500 dial-up Internet customers. KB HOME: Zacks Highlights KB Stock with #1 Ranking -------------------------------------------------- Zacks.com releases another list of stocks that are currently members of the coveted Zacks #1 Ranked list which has produced an average annual return of +33.6% since 1988 and has gained +13.3% annually since 2000 as the markets have been tumbling down. Among the #1 ranked stocks highlighted is KB Home (NYSE:KBH). To see the full Zacks #1 Ranked list or the rank for any other stock then visit http://www.zacksrank1bw.zacks.com Here is a synopsis of why the KB Home stock have a Zacks Rank of 1 (Strong Buy). Note that a #1 Strong Buy rating is applied to 5% of all the stocks we rank: KB Home (NYSE:KBH) is a builder of single-family homes with domestic operations in several western states, and international operations in France. Last month KBH announced that total revenues in the third quarter of 2003 reached $1.44 billion, an all-time third quarter high, up +12% from the previous high of $1.29 billion posted in 2002. Net income for the third quarter of 2003 totaled $97.8 million, the highest level for any third quarter in the company's history, increasing +17% from $83.9 million in the third quarter of 2002. Diluted earnings per share also established a new third quarter record of $2.33 in 2003, increasing +19% from $1.95 per diluted share in the third quarter of 2002. Company-wide net orders for the quarter ended August 31, 2003 established a new third quarter record, increasing +16% to 7,319 from the 6,319 net orders reported for the same quarter of 2002. Home building continues to be very strong as the interest rates continue at 45- year lows and the economic outlook is turning more and more positive. Investors looking to build a solid portfolio may want to consider this growing homebuilder. For over 15 years the Zacks Rank has proven that "Earnings estimate revisions are the most powerful force impacting stock prices." Since 1988 the #1 Ranked stocks have generated an average annual return of +33.6% compared to the (a)S&P 500 return of only +11.3%. Plus this exclusive stock list has generated average gains of +13.3% during the last 3 years; a substantial return compared to the large losses suffered by most investors during that time frame. Also note that the Zacks Rank system has just as many Strong Sell recommendations (Rank #5) as Strong Buy recommendations (Rank #1). And since 1988 the S&P 500 has outperformed the Zacks #5 Ranked stocks by 166.7% annually (11.3% vs. 4.2% respectively). Thus, the Zacks Rank system can truly be used to effectively manage the trading in your portfolio. Zacks.com is a property of Zacks Investment Research, Inc., which was formed in 1978 to compile, analyze, and distribute investment research to both institutional and individual investors. The guiding principle behind our work is the belief that investment experts, such as brokerage analysts and investment newsletter writers, have superior knowledge about how to invest successfully. Our goal is to unlock their profitable insights for our customers. And there is no better way to enjoy this investment success, than with a FREE subscription to "Profit from the Pros" weekly e-mail newsletter. For your free newsletter, visit http://www.freeprofit1bw.zacks.com Zacks Investment Research is under common control with affiliated entities (including a broker-dealer and an investment adviser), which may engage in transactions involving the foregoing securities for the clients of such affiliates. KB Home (Fitch, BB- Senior Subordinated and BB+ Senior Unsecured Debt Ratings, Stable) is one of America's largest homebuilders with domestic operating divisions in the following regions and states: West Coast -- California; Southwest -- Arizona, Nevada and New Mexico; Central -- Colorado and Texas; and Southeast -- Florida, Georgia and North Carolina. Kaufman & Broad S.A., the Company's majority-owned subsidiary, is one of the largest homebuilders in France. In fiscal 2002, the Company delivered 25,565 homes in the United States and France. It also operates KB Home Mortgage Company, a full-service mortgage company for the convenience of its buyers. Founded in 1957, KB Home is a Fortune 500 company listed on the New York Stock Exchange under the ticker symbol "KBH." For more information about any of KB Home's new home communities, visit the Company's Web site at http://www.kbhome.com KNL PROPERTIES: Case Summary & 16 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: KNL Properties, Inc. 152 Eagle Way Stockbridge, Georgia 30281 Bankruptcy Case No.: 03-80525 Chapter 11 Petition Date: October 3, 2003 Court: Northern District of Georgia (Atlanta) Judge: Joyce Bihary Debtor's Counsel: Leon S. Jones, Esq. Jones & Walden, LLC 5th Floor 83 Walton Street Atlanta, GA 30303 Tel: 404-954-6605 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's 16 Largest Unsecured Creditors: Entity Nature Of Claim Claim Amount ------ --------------- ------------ Kim's Hospitality Money Loaned $1,873,552 Investment Company 5116 Highway 85 Forest Park, GA 30297 KNL Properties Management Money Loaned $1,596,205 5116 Highway 85 Forest Park, GA 30297 Department of Revenue Taxes $63,344 Clayton County Community Occupancy Tax $30,087 Development Ramada Franchise System Royalty Payments $14,956 Ralph Ball, CPA Services Rendered $14,504 Cendant Supply Services, Goods Sold $10,000 Inc. Map South Advertising $8,358 Bell South Advertising Services Rendered $3,482 World Cinema Services Rendered $3,308 Scana Energy Services Rendered $2,032 Diversey Lever, Inc. Laundry Supplier $1,428 Western Printing Companies Services Rendered $658 Maintenance Warehouse Services Rendered $655 I Pages America Services Rendered $409 Interconnect Systems, Inc. Services Rendered $403 LEVI STRAUSS: S&P Revises Outlook on B Credit Rating to Negative ---------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on apparel maker Levi Strauss & Co. to negative from stable. At the same time, Standard & Poor's affirmed all its outstanding ratings on Levi Strauss, including the company's corporate credit rating of 'B'. About $2.7 billion of rated debt of San Francisco, Calif. -based Levi Strauss is affected. The outlook revision follows the company's recent announcement that it will delay the filings of its third-quarter Form 10-Q with the SEC and will amend its financial statements for fiscal year 2001 and the third quarter of this year (fiscal 2003). The delay relates to an improper tax deduction for losses on plant closures that were mistakenly claimed twice on Levi Strauss' 1998 and 1999 tax returns. This resulted in the company overstating profits in 2001 and the most recent quarter. To correct the error, Levi Strauss will restate its results for fiscal 2001 and the third quarter ended Aug. 24, 2003. The company's auditors, KPMG, will conduct another audit of fiscal 2001 financial statements. There is the possibility that the new audit may lead to changes to post- 2001 financial statements as well. In addition, the audit committee must complete its review of the third-quarter results before senior management can certify the financial statements and file the statements with the SEC. "Although the amount of the error, about $30 million, is not material, Standard & Poor's finds the timing of the disclosure troublesome because the company just completed a new $1.15 billion bank refinancing at the end of September. In the absence of any material adverse change to Levi Strauss' previously reported financial statements, Standard & Poor's does not expect the filing delay to have an immediate impact on Levi Strauss' ratings. However, this development represents another in a series of challenges for the company. Standard & Poor's is very concerned about the impediment these events pose to the company as it seeks to execute a turnaround. Standard & Poor's will closely monitor the company's progress, and any further meaningful deviations from plan will prompt an immediate review or downgrade. Furthermore, any additional surprises or a lack of a prompt resolution of the audit review and audit will also result in rating review and/or downgrade," said credit analyst Jayne M. Ross. The ratings reflect Levi Strauss' leveraged financial profile and its participation in the highly competitive denim and casual pants industry. The ratings also reflect the inherent fashion risk in the apparel industry. This is somewhat offset by the company's well-recognized brand names in jeans and other apparel. LITEGLOW INDUSTRIES: Files for Chapter 11 Protection in Florida --------------------------------------------------------------- On October 2, 2003, Liteglow Industries, Inc. filed bankruptcy relief pursuant to 11 U.S.C. Chapter 11, Case No. 03-27244-BKC- RBR, in the Southern District of Florida, Fort Lauderdale Division. Liteglow, formerly Graphic Connections, Inc., designs, manufactures and sells to wholesalers and retailers automotive aftermarket accessories and specialty products. LITEGLOW INDUSTRIES: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Liteglow Industries, Inc. 301 NW 33 Ct #112 Pompano Beach, Florida 33069 Bankruptcy Case No.: 03-27244 Type of Business: The Company, formerly Graphic Connections, Inc., designs, manufactures and sells to wholesalers and retailers automotive aftermarket accessories and specialty products. Chapter 11 Petition Date: October 2, 2003 Court: Southern District of Florida (Broward) Judge: Raymond B. Ray Debtor's Counsel: David A Carter, Esq 2300 Glades Rd #210W Boca Raton, FL 33431 Tel: 561-750-6999 Total Assets: $4,464,623 (as of June 30, 2003) Total Debts: $3,687,900 (as of June 30, 2003) MARINER HEALTH: Completes Divestiture of Florida Facilities ----------------------------------------------------------- Mariner Health Care, Inc., (OTC Bulletin Board: MHCA) has closed 19 of the previously announced sale of 20 Florida skilled nursing facilities to an affiliate of Formation Capital, LLC and Longwing Real Estate Ventures, LLC for $86 million. The remaining facility is subject to a joint venture arrangement and Mariner is in continuing discussions with its partner regarding the facility. The purchase price consists of approximately $73 million in gross cash proceeds and a five-year subordinated promissory note in the approximate amount of $13 million. The net cash proceeds, after transaction costs and retirement of $11.4 million of facility specific mortgage debt, were approximately $52.5 million, which were used to reduce Mariner's outstanding senior term loan balance to approximately $156.3 million. Mariner was represented by CIBC World Markets Corp. in this transaction. Mariner is headquartered in Atlanta, Georgia and certain of its subsidiaries and affiliates own and/or operate over 270 skilled nursing and assisted living facilities as well as 12 long-term acute care hospitals representing approximately 34,000 beds across the country. Formation Capital, LLC, is an Atlanta, Georgia based investor and owner of senior housing properties. Longwing Real Estate Ventures, LLC, is a New York private investment company. MEDISOLUTION: Brascan Acquires 54M Shares in Conv. Debt Deal ------------------------------------------------------------ Brascan Financial Corporation, a wholly owned subsidiary of Brascan Corporation (NYSE: BNN, TSX: BNN.a) announced the acquisition of 54,309,343 common shares of MediSolution Ltd. (TSX: MSH), of which 50,877,192 common shares were issued to Brascan Financial upon the exercise by the company of a right to convert debt in the principal amount of $14,5000,000 at a conversion price of $0.285 per share and the balance of 3,432,151 common shares were issued to Brascan Financial at an issue price of $0.47 per share to compensate the company for converting at this time. Following the acquisition, Brascan Financial owns 95,061,097 common shares, representing 61% of the issued and outstanding common shares of MediSolution. Brascan Financial may acquire additional shares from time to time in its discretion. Brascan is a real estate, power generation and asset management company whose objective is to earn a superior return on equity by operating businesses which produce consistent and sustainable cash flows. With direct investment of US$15 billion and a further US$5 billion of assets under management Brascan owns 55 high quality office properties and 42 power generating plants. The company is listed on the New York and Toronto stock exchanges under the symbol BNN and BNN.a respectively. MediSolution Ltd. -- whose June 30, 2003 balance sheet shows a total shareholders' equity deficit of about $6.5 million -- is a leading Canadian healthcare information technology company with offices in Canada and the United States. The company markets a comprehensive suite of information systems and professional services to the healthcare industry. More information about MediSolution is available at http://www.medisolution.com MERCER INT'L: Closes Sale of $82-Mil. of Conv. Senior Sub. Notes ---------------------------------------------------------------- Mercer International Inc., (Nasdaq:MERCS, TSX:MRI.U, Nasdaq- Europe: MERC GR) has completed the sale of $82.5 million aggregate principal amount of convertible senior subordinated notes due October 15, 2010. The notes bear interest at a rate of 8.5% per annum and are convertible into the Company's shares of beneficial interest at a conversion price of $7.75 per share. The notes were offered only to qualified institutional buyers in reliance on Rule 144A and to certain buyers outside the United States in reliance on Regulation S under the Securities Act of 1933, as amended. The net proceeds of the offering were used to repay in full the Company's indebtedness under two bridge loan facilities in the aggregate principal amount of EUR45 million and the balance will be used for working capital and other general corporate purposes. The notes and the shares of beneficial interest issued upon conversion thereof have not been registered under the Securities Act or any state or other securities laws and, unless so registered, may not be offered or sold except pursuant to an exemption therefrom, or in a transaction not subject to a registration requirement of the Securities Act and applicable state and other securities laws. As reported in Troubled Company Reporter's July 9, 2003 edition, Mercer International Inc., announced hedge fund Greenlight Capital Inc.'s disingenuous campaign to have its hand-picked agents take over control of part of the Company's Board of Trustees at this critical time. The Company also said that it was going through the most critical point of its evolvement. It is in the middle of a EUR1 billion construction project to build a new pulp mill at Stendal and needs to refinance two bridge loans which, with accrued interest and fees, total approximately EUR54.4 million as at May 31, 2003 and mature commencing October 2003. "As a result of Greenlight's actions, which appear to be deliberately designed to derail or delay the Refinancing, the Board has been forced to put it on hold. In the event the Company does not complete the Refinancing, it will be in default under the bridge loans. This could well trigger default on other debt obligations. Greenlight has not disclosed any plan or its alternative regarding the Company's short-term requirements to complete the Refinancing," the Company said. MIDWEST EXPRESS: Reports Increase in Traffic for September 2003 --------------------------------------------------------------- Midwest Express Holdings, Inc. (NYSE: MEH) reported September performance data for Midwest Airlines and Midwest Connect. Compared with September 2002, both airlines reported increases in traffic, decreases in capacity, increases in load factor and decreases in yield. Midwest Airlines -- In September, Midwest Airlines' traffic (measured in scheduled service revenue passenger miles) increased 4.0% on a 12.4% decrease in capacity (measured in scheduled service available seat miles). Year to date, traffic was down 3.1% on a 10.1% decrease in capacity. Midwest Airlines expects to capacity to remain generally unchanged in the fourth quarter compared with fourth quarter 2002. -- Load factor for the month was 64.8%, compared with 54.6% in September 2002; year to date, load factor was 65.9%, compared with 61.2% last year. -- Revenue yield declined 16.5% from September 2002 and 14.5% year to date. -- Revenue per scheduled service available seat mile decreased 0.7% in September - higher load factor was not enough to offset lower revenue yield, and decreased 7.3% year to date. -- Fuel prices were 5.6% higher in September than a year ago, and 27.1% higher in the first nine months of 2003 than 2002. Midwest Connect -- In September, Midwest Connect's traffic increased 0.2% on an 11.6% decrease in capacity. Year to date, traffic was up 13.8% on a 1.6% increase in capacity. Midwest Connect expects to decrease capacity 15-17% in the fourth quarter compared with fourth quarter 2002. -- Load factor for the month was 54.0%, compared with 47.6% in September last year; year to date, load factor was 52.6%, compared with 47.0% last year. -- Revenue yield declined 2.5% from September 2002 and 17.9% year to date. -- Revenue per scheduled service available seat mile increased 13.0% in September - the result of higher load factor offsetting lower revenue yield, and decreased 6.2% year to date. -- Fuel prices were 1.8% higher in September than a year ago, and 22.3% higher in the first nine months of 2003 than 2002. Midwest Airlines features nonstop jet service to major destinations throughout the United States. Skyway Airlines, Inc. - - its wholly owned subsidiary -- operates Midwest Connect, which offers connections to Midwest Airlines as well as point-to-point service between select markets on regional jet and turboprop aircraft. Together, the airlines offer service to 50 cities. More information is available at http://www.midwestairlines.com * * * As reported in Troubled Company Reporter's August 26, 2003 edition, Midwest Express Holdings reached labor and aircraft financing restructuring agreements with its unions and aircraft lessors and lenders have been fully documented and finalized on terms that the company had anticipated. The company expects these restructuring measures to reduce costs by approximately $20 million annually going forward. The negotiation of these agreements enabled the company to avert the necessity of filing for reorganization under Chapter 11 of the Bankruptcy Code. Outlining the next step for the company, Robert S. Bahlman, Midwest's chief financial officer, noted, "Now we are in a better position to secure additional financing to complete our restructuring program." MIRANT CORP: Court Okays AP Services as Debtor's Crisis Managers ---------------------------------------------------------------- The MAGI Committee, appointed in the Mirant Debtors' bankruptcy cases, wants additional information regarding the proposed bonus structures, in relation to the Debtors' proposed employment of AP Services as Crisis Managers. U.S. Trustee The U.S. Trustee for Region 6, William T. Neary, notes that AP Services' requested $5,000,000 success fee may duplicate the Blackstone Group's $7,000,000 "restructuring fee." In addition, each of the Committees may be expected to employ financial advisors who are likely to request "back-end" fees of similar magnitudes. Erin Marie Schmidt, Esq., at the Office of the U.S. Trustee, in Dallas, Texas, contends that the reasonableness of these fees should be demonstrated to the Court. Moreover, Ms. Schmidt notes that AP Services also plans to include a "communication charge to cover telephone and facsimile charges that is calculated at $4 per billable hour of time worked on behalf of the Company." AP Services should not be permitted to bill this communication charge. AP Services may recoup its actual "communications" expenses for only actual long distance, photocopying and fax expenses. Mirant Creditors' Committee The Mirant Creditors' Committee does not object to the Debtors' employment of AP Services. However, the Committee believes that it is inappropriate for AP Services' employment agreement to provide for a Success Fee. Jason S. Brookner, Esq., at Andrews & Kurth LLP, in New York, relates that any Success Fee, bonus or additional "back-end" compensation should be applied for by AP Services at the conclusion of these cases, subject to Court approval and reviewed by the parties-in-interest. Mr. Brookner notes that there are no qualifications or restrictions on when the Success Fee is earned, except that a plan of reorganization is consummated. This could lead, among other things, to the absurd result of AP Services earning a success fee for the consummation of a plan that was proposed by a party other than the Debtors to which AP Services has no involvement. Accordingly, the Mirant Creditors' Committee asks the Court to limit and clarify the terms of AP Services' compensation. * * * Pursuant to Section 363 of the Bankruptcy Code, U.S. Bankruptcy Court Judge Lynn authorizes the Debtors to employ AP Services pursuant to the Engagement Letter, provided that: (a) the Engagement Letter is revised to provide that AP Services employees serving as the Debtors' officers will be entitled to receive only whatever indemnities are made available, during the term of its engagement, to other non-AP Services affiliated officers of the Debtors, whether under the Debtors' by-laws, certificate of incorporation, applicable corporation laws, or contractual agreements of general applicability to the Debtors; (b) Neither AP Services nor Temporary Employees, not serving as the Debtors' officers, will be entitled to indemnification provided by the Debtors; (c) The Engagement Letter is revised to provide that there will be no "communication charge"; (d) The definition, parameters and size of any Success Fee will be determined based on reasonableness after application and notice to all parties-in-interest and Court hearing, and will be subject to separate Court order. The U.S. Trustee's and all parties-in-interest's objections are preserved until that time; (e) AP Services will not be entitled to receive a Success Fee to the extent it is terminated for actions constituting gross negligence or willful misconduct; and (f) AP Services will not be entitled to receive a Success Fee in the event the Debtors' cases are converted to Chapter 7, unless the Chapter 7 Trustee ratifies or continues the Engagement Letter. * * * Under the terms of the Engagement Letter dated July 14, 2003, Robert Dangremond will be designated as their Chief Restructuring Officer. Moreover, under the terms of the Engagement Letter: (a) AP will provide certain temporary employees to the Debtors to assist them in their restructuring; (b) Mr. Dangremond will assist the Debtors in their operations with an objective of restructuring the Debtors, and manage the Debtors' restructuring efforts, including negotiating with parties-in-interest, and coordinating the "working group" of the Debtors' employees and external professionals who are assisting the Debtors in the restructuring; and (c) The Temporary Employees will assist Mr. Dangremond. The firm will charge the Debtors these hourly rates: Principal $420 - 670 Senior Associates 325 - 495 Associates 375 - 390 Accountants and Consultants 225 - 280 Analysts 150 - 180 Paraprofessionals 105 - 110 (Mirant Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc., 609/392-0900) NATIONAL CENTURY: Continuing Cash Collateral Use Until Oct. 31 -------------------------------------------------------------- U.S. Bankruptcy Court Judge Calhoun authorizes the National Century Financial Enterprises Debtors to use the Cash Collateral through and including October 31, 2003, as may be extended pursuant to further Court order -- the Specified Period. In addition, Judge Calhoun orders that: (a) Metropolitan Life Insurance Company and Lloyds will have the right, from and after September 15, 2003 to withdraw their consent to the Debtors' use of cash collateral under the Court Order and will have the right, on an expedited basis, to move for relief based on their withdrawal of consent to the Further Order; (b) The Debtors may use Cash Collateral solely: -- during the Specified Period; and -- up to the aggregate amounts stated and for the purposes identified in the Cash Collateral Budget, to the extent that the amounts and purposes are reasonable, necessary and customary. (c) The Debtors may use the Cash Collateral only to the extent that other unencumbered funds are not available for the Debtors' use during the Specified Period; (d) The Cash Collateral may not be used to pay any amounts to or on behalf of the member of the board of directors of NCFE, Inc. as of July 14, 2003 in respect of their status as members of the Board or any expenses incurred in connection therewith, make loans, purchase receivables or provide any form of financing to health care providers without the consent of the Indenture Trustees and the Subcommittees, and upon further Court order; and (e) The Debtors may use, as Cash Collateral, funds from the NPF VI or NPF XII restricted SPV -- Special Purpose Vehicle -- accounts described in the Cash Collateral Budget as "Collection and "Purchase" accounts, but only in accordance with and limited by the Cash Collateral Budget, and the funds, only as required and authorized, will be transferred from the Restricted SPV Accounts to the Debtors. The funds transferred from the Restricted SPV Accounts will not exceed $15,000,000. National Century Financial Enterprises, Inc.'s Thirteen Week Projected Cash Flow report (updated August 5, 2003) for the period from August 8, 2003 to October 31, 2003 is available at no charge at: http://bankrupt.com/misc/NCFE_cshflwforecast_80803to103103.pdf (National Century Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service, Inc., 609/392-0900) NESCO INDUSTRIES: Taps BP Audit Group to Replace Grant Thornton --------------------------------------------------------------- Effective September 25, 2003, Grant Thornton LLP resigned as the independent auditors that audit and report on the financial statements of Nesco Industries Inc. Grant Thornton's report on the Company's financial statements for the fiscal year ended April 30, 2003 raised a substantial doubt about the ability of the Company to continue as a going concern due to, among other things, the accumulated deficit in shareholders' equity, negative working capital and net losses of the Company. Effective September 29, 2003, the Company engaged BP Audit Group, PLLC as independent auditors to replace Grant Thornton. The Board of Directors of the Company has approved the engagement of BP Audit Group. OAKWOOD HOMES: S&P Further Cuts Ratings on Related Trust Classes ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on the subordinate B-1 classes of Oakwood Mortgage Investors Inc. 1998-B, OMI Trust 1999-C, OMI Trust 2001-C, OMI Trust 2001-D, and OMI Trust 2001-E. At the same time, the rating on the class M-2 of OMI Trust 2000-D is also being lowered. The lowered ratings reflect the unlikelihood that investors will receive timely interest and the ultimate repayment of their original principal investments. OMI Trust 1999-C and OMI Trust 2001-C each reported an outstanding liquidation loss interest shortfall for their B-1 classes on the September 2003 payment date. Standard & Poor's believes that B-1 interest shortfalls for these deals will continue to be prevalent in the future, given the adverse performance trends displayed by the underlying pool of manufactured housing retail installment contracts originated by Oakwood Homes Corp., and the location of B-1 write-down interest at the bottom of the transaction payment priorities (after distributions of senior principal). High losses during the past year have reduced the Oakwood Mortgage Investors Inc. 1998-B overcollateralization ratio to zero, resulting in the complete principal write-down on the B-2 class, and the partial principal write-down of the B-1 class. In addition, OMI Trust 2001-D and OMI Trust 2001-E are expected to experience their first principal write-down on class B-1 in the near future, and OMI Trust 2000-D should have its first principal write-down on class M-2 in the near future as well. Standard & Poor's will continue to monitor the ratings associated with these classes in anticipation of future defaults. RATINGS LOWERED Oakwood Mortgage Investors Inc. 1998-B Rating Class To From B-1 CC CCC OMI Trust 1999-C Rating Class To From B-1 D CC OMI Trust 2001-C Rating Class To From B-1 D CC OMI Trust 2001-D Rating Class To From B-1 CCC- CCC+ OMI Trust 2001-E Rating Class To From B-1 CCC- CCC+ OMI Trust 2000-D Rating Class To From M-2 CCC- CCC+ OXFORD AUTOMOTIVE: S&P Withdraws Low-B Level Corp. Credit Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services withdrew its 'B+' corporate credit rating on Troy, Michigan-based Oxford Automotive Inc. and removed the rating from CreditWatch where it was placed Sept. 12, 2003. "Oxford previously postponed a debt offering and is currently in the process of evaluating alternative financing options," said Standard & Poor's credit analyst Eric Ballantine. Oxford is a tier-one supplier of specialized metal-formed systems, modules, and assemblies. The company has three main product areas: structural assemblies, mechanisms, and springs. Oxford's core products are assemblies that contain multiple stamped parts, forgings, and various welded, or fastened components that are incorporated into the body or undercarriage of the vehicle. PENN TRAFFIC: Seeks Clearance to Close 16 of 211 Supermarkets ------------------------------------------------------------- The Penn Traffic Company (OTC: PNFTQ.PK) is seeking permission from the U.S. Bankruptcy Court for the Southern District of New York in White Plains to close 16 of its 211 supermarkets. Penn Traffic said that the store closures would affect approximately 1,035 employees and that all 16 stores would close by the end of the year, pending court approval. A list of all 16 stores is attached. "These 16 supermarkets were unprofitable or among our least profitable stores, and our analysis indicated that there was little or no potential for them to become more profitable in the future because of a variety of economic and competitive factors," said Steven G. Panagos, Penn Traffic's Interim Chief Executive Officer. "Closing these stores was a very difficult decision, because we recognize how hard the employees in these stores have been working to make them a success, and we understand that the closings will be inconvenient for the many customers of the stores and the communities in which they are located," said Mr. Panagos. "We believe, however, that these moves are necessary for Penn Traffic to exit Chapter 11 a stronger, more competitive company." Penn Traffic said it believes that by the end of October it will obtain approval from the court to close the 16 stores. Penn Traffic and its affiliates filed voluntary petitions for reorganization under chapter 11 of the U.S. Bankruptcy Code on May 30, 2003. The Company has said that it intends to take the steps necessary to reorganize and emerge from chapter 11 as quickly as possible. The Penn Traffic Company operates 211 supermarkets in Ohio, West Virginia, Pennsylvania, upstate New York, Vermont and New Hampshire under the Big Bear, Big Bear Plus, BiLo, P&C and Quality trade names. Penn Traffic also operates a wholesale food distribution business serving 77 licensed franchises and 42 independent operators. PERRY ELLIS: Executives and Board Members Adopt 10b5-1 Plans ------------------------------------------------------------ Perry Ellis International, Inc. (Nasdaq:PERY) announced that its Chairman and Chief Executive Officer, George Feldenkreis, its President and Chief Operating Officer, Oscar Feldenkreis and certain of its Directors have entered into prearranged stock trading plans pursuant to SEC Rule 10b5-1 of the Securities Exchange Act of 1934. Rule 10b5-1 permits officers and directors of public companies to adopt predetermined plans for selling specified amounts of stock. The plans may be used to diversify investment portfolios and to minimize the market effect of stock sales. George Feldenkreis beneficially holds 2.2 million shares, and he anticipates that the total number of shares he will sell under the plan will not exceed 350,000 shares over the next 15 months. Oscar Feldenkreis beneficially holds 1.6 million shares, and he anticipates that the total number of shares he will sell under the plan will not exceed 100,000 shares over the next six months. George Feldenkreis commented: "I made the decision to adopt a 10b5-1 plan on the recommendation of my advisors as an orderly way of dealing with the sale of stock and to finalize some tax and estate planning. I am extremely confident about the future of the company and I believe that my share sales and those of other directors who adopted 10b5-1 plans will enhance the public float of the company's stock. Following the sale, the I will still continue to retain significant ownership in Perry Ellis." Perry Ellis also announced that the Board of Directors had authorized a share repurchase program whereby the company could buy back shares equal to the amount of funds received from stock option exercises. The buy back program would be available during the next 12 months in the open market or in privately negotiated transactions. Perry Ellis International, Inc. (S&P, B+ Corporate Credit Rating, Stable) is a leading designer, distributor and licensor of a broad line of high quality men's sportswear, including causal and dress casual shirts, golf sportswear, sweaters, dress casual pants and shorts, jeans wear, active wear and men's and women's swimwear to all major levels of retail distribution. The company's portfolio of brands includes 18 of the leading names in fashion such as Perry Ellis(R), Jantzen(R), Munsingwear(R), John Henry(R), Grand Slam(R), Natural Issue(R), Penguin Sport(R), the Havanera Co.(TM), Axis(R), and Tricots St. Raphael(R). The Company licenses the Nike(R), Tommy Hilfiger(R), PING(R), Ocean Pacific(R) and NAUTICA(R) brands. Additional information on PEI is available at http://www.perryelliscorporate.com PETRACOM OF JOPLIN: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Petracom of Joplin, LLC 1527 North Dale Mabry Suite 105 Lutz, Florida 33549 Bankruptcy Case No.: 03-20980 Chapter 11 Petition Date: October 9, 2003 Court: Middle District of Florida (Tampa) Judge: Alexander L. Paskay Debtor's Counsel: Harley E. Riedel, Esq. Stichter, Riedel, Blain & Prosser, P.A. 110 E. Madison St., #200 Tampa, FL 33602 Tel: 813-229-0144 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million PETROLEUM: Class 4's Have Until Oct. 24 to Choose Distribution -------------------------------------------------------------- Petroleum Geo-Services ASA (debtor in possession) (OSE:PGS) (Pink Sheets:PGOGY) announced that Class 4 creditors will have until October 24, 2003 (or October 21, 2003, in the case of holders of Allowed Bondholders Claims who must duly inform their Nominee of their elections and allow their Nominee sufficient time to tally their elections and mail them so they are received by the Debtor's agent) to ensure that their intended choice of distributions under the Company's restructuring plan are recognized by the Debtor pursuant to its restructuring plan. Pursuant to the Debtor's First Amended Plan of Reorganization, dated September 10, 2003 and the Order: (i) Approving Debtor's Disclosure Statement; and (ii) Establishing Solicitation and Confirmation Process Procedures, the Distribution Record Date in respect of Allowed Bondholder Claims and Allowed Bank Claims is October 14, 2003 at 5:00 p.m., New York Time. (All terms used herein and not defined herein will have the meaning given to them in the Plan.) Holders of such Claims as of the Distribution Record Date are entitled to receive a distribution in accordance with the Plan. THE DEBTOR IS NOT ALLOWING ADDITIONAL TIME TO VOTE TO ACCEPT OR REJECT THE PLAN. THE DEBTOR IS ONLY ALLOWING ADDITIONAL TIME FOR CLASS 4 CREDITORS TO MAKE THE ELECTIONS DESCRIBED BELOW. THE VOTING DEADLINE REMAINS OCTOBER 14, 2003 AND ALL BALLOTS AND MASTER BALLOTS MUST BE RETURNED TO THE DEBTOR'S BALLOTING AGENT BY SUCH DATE. For the avoidance of any doubt, and in order to ensure that each holder of an Allowed Bank Claim and/or Allowed Bondholder Claim receives its intended distribution pursuant to the Plan, the Debtor intends to propose a technical modification to the Plan to allow additional time for holders of such Claims to ensure that their intended Plan allocations in respect of the Package A Distribution, the Package B Distribution and designation of New PGS Ordinary Shares as Offered Shares, are recognized by the Debtor pursuant to the Plan. The Distribution Record Date (October 14, 2003) is not being changed. In this regard, each beneficial owner of an Allowed Bondholder Claim as at the Distribution Record Date (October 14, 2003) must duly inform its respective broker, bank, dealer or other agent or nominee (each of the foregoing, a "Nominee") of its elections under the Plan respecting (i) its election of (a) the Package A Distribution and/or (b) the Package B Distribution, and (ii) if such Holder elects in whole or in part for the Package B Distribution, what percentage, if any, of its New PGS Ordinary Shares that it designates as Offered Shares. This form will be sent to each Nominee by the Debtor and will be posted on the Company's Web site at http://www.pgs.com/restructuring). Each Nominee must return to Bankruptcy Services LLC, the Debtor's balloting agent, the properly completed election form so it is received by BSI no later than 5:00 p.m. New York time on October 24, 2003. To be properly completed the form must contain no less than the following information: 1. A certification from the Nominee that the Holder was a registered or beneficial holder of a Allowed Class 4 Bondholder Claim with the Nominee as at the Distribution Record Date (October 14, 2003); and 2. The principal amount of such Holder's Allowed Class 4 Bondholder Claim as at the Distribution Record Date (October 14, 2003) broken down, if applicable, between the Existing Notes held by such Holder; and 3. The Holder's allocation of its Class 4 election between the Package A Distribution and the Package B Distribution; and 4. If the Holder selected the Package B Distribution with respect to any portion of its Claim, specify what percentage, if any, of such Holder's New PGS Ordinary Shares received in respect of the Package B Distribution that should become Offered Shares. The Debtor will provide holders of Allowed Class 4 Bank Claims with a similar opportunity, and will transmit to the Agent Banks under each Bank Facility individual election forms -- which will be posted on the Company's Web site at http://www.pgs.com/restructuring-- for the Agent Banks to distribute to the holders of Allowed Bank Claims as of the Distribution Record Date. Holders of Allowed Class 4 Bank Claims as at the Distribution Record Date (October 14, 2003) that desire to make an election or change their previously submitted election must complete and return the election forms so that they are received by BSI no later than the Allocation Deadline. PURSUANT TO SECTION 4.4 OF THE PLAN, (I) IF ANY NOMINEE FAILS TO PROVIDE THE AFOREMENTIONED INFORMATION TO BSI BY THE ALLOCATION DEADLINE, EACH HOLDER OF AN ALLOWED BONDHOLDER CLAIM FOR WHOM THE ELECTIONS ARE NOT MADE AND PROPERLY REFLECTED IN THE ELECTION FORM WILL BE DEEMED TO HAVE ELECTED TO RECEIVE THE PACKAGE B DISTRIBUTION, AND WILL BE DEEMED TO HAVE ELECTED TO HAVE 100% OF THEIR NEW PGS ORDINARY SHARES BECOME OFFERED SHARES; AND (II) IF ANY HOLDER OF AN ALLOWED BANK CLAIM AS OF THE DISTRIBUTION RECORD DATE FAILED TO HAVE PREVIOUSLY SUBMITTED A TIMELY INDIVIDUAL BALLOT AND DOES NOT RETURN A PROPERLY COMPLETED ELECTION FORM TO BSI BY THE ALLOCATION DEADLINE, SUCH HOLDER WILL BE DEEMED TO HAVE ELECTED TO RECEIVE THE PACKAGE B DISTRIBUTION, AND WILL BE DEEMED TO HAVE ELECTED TO HAVE 100% OF THEIR NEW PGS ORDINARY SHARES BECOME OFFERED SHARES. IT IS THEREFORE IMPERATIVE THAT EACH NOMINEE AND EACH HOLDER OF AN ALLOWED BANK CLAIM PROVIDE THE AFOREMENTIONED INFORMATION TO BSI BY THE ALLOCATION DEADLINE. THE DEBTOR INTENDS TO SEEK BANKRUPTCY COURT APPROVAL OF THESE PROCEDURES, WHICH WILL REQUIRE A TECHNICAL MODIFICATION OF THE PLAN, AT THE HEARING TO CONSIDER CONFIRMATION OF THE PLAN THAT WILL BE HELD ON OCTOBER 21, 2003, AT THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. PLEASE NOTE THAT FOR THE PURPOSE OF ANY DISTRIBUTIONS TO HOLDERS OF ALLOWED CLASS 4 CLAIMS MADE ON THE EFFECTIVE DATE OR THEREAFTER IN ACCORDANCE WITH THE PLAN, THE DEBTOR WILL NOT RECOGNIZE ANY TRANSFERS OF ANY OWNERSHIP OF ALLOWED CLASS 4 CLAIMS AFTER THE DISTRIBUTION RECORD DATE (OCTOBER 14, 2003). ACCORDINGLY, ANY TRANSFERS MADE AFTER OCTOBER 14, 2003, SHOULD CONTAIN APPROPRIATE INSTRUCTIONS AS BETWEEN THE TRANSFEROR AND TRANSFEREE, INCLUDING, FOR EXAMPLE, A NOTIFICATION AS TO THE ALLOCATION BETWEEN THE PACKAGE A DISTRIBUTION AND THE PACKAGE B DISTRIBUTION (AND THE DESIGNATION OF NEW PGS ORDINARY SHARES AS OFFERED SHARES, IF APPLICABLE) REPORTED BY THE NOMINEE TO BSI WITH RESPECT TO THE ALLOWED CLASS 4 CLAIM BEING TRANSFERRED. Petroleum Geo-Services is a technologically focused oilfield service company principally involved in geophysical and floating production services. PGS provides a broad range of seismic- and reservoir services, including acquisition, processing, interpretation, and field evaluation. PGS owns and operates four floating production, storage and offloading units. PGS operates on a worldwide basis with headquarters in Oslo, Norway. For more information on Petroleum Geo-Services visit http://www.pgs.com PG&E NAT'L: Energy Services Provides Statement of Fin'l Affairs --------------------------------------------------------------- Thomas E. Legro, PG&E Energy Services Ventures Inc. Vice President and Chief Accounting Officer, reports that during the two years immediately preceding the date PG&E Energy Services filed its Chapter 11 case, it received these revenues from employment, trade or profession, or from the operation of its business: Time Period Amount ----------- ------ Year-to-Date as of September 22, 2003 $3,234,862 Year-ended December 31, 2002 1,098,774 Year-ended December 31, 2001 4,915,609 PG&E Energy Services also earned $112,528 from revenues other than employment, trade, profession, or operation of its business: Time Period Amount ----------- ------ Year-to-Date as of September 22, 2003 $6,563 Year-ended December 31, 2002 30,838 Year-ended December 31, 2001 75,127 PG&E Energy Services made payments aggregating $434,205 to creditors on account of loans, installment purchases of goods or services, and other debts within the 90-day period immediately before the Petition Date. Among the largest payees are: Payee Amount ----- ------ Cupertino Electric, Inc. $3,420 Fidelity 1,439 Mellon Bank, NA 4,590 Nelson-Brown Equities, Inc. 54,448 PG&E Corporation 11,782 Shulman, Rogers, Gandal, Pordy & Ecker 33,415 US Leasing LLC c/o GECC 313,097 Walther Electric Co., Inc. 3,312 Within one year immediately before the Petition Date, PG&E Energy Services paid $4,582,741 for the benefit of creditors who are insiders. As of July 29, 2003, the Insiders who received payment for PG&E Energy Services are: Payee Amount ----- ------ PG&E Energy Trading - Power LP $1,826,728 PG&E Energy Trading - Gas Corporation 1,258 PG&E Gas Transmission Northwest Corp. 19,604 PG&E National Energy Group Company 2,700,651 Samir Barakat 34,500 Deloitte & Touche, LLP audits PG&E Energy Services' books of account and records, and prepares its financial statements. (PG&E National Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc., 609/392-0900) PILLOWTEX CORP: Creditor Committee Taps Blank Rome as Co-Counsel ---------------------------------------------------------------- Blank Rome, LLP is a nationally recognized law firm with offices in Wilmington, Manhattan, Philadelphia and other locations, having extensive experience and expertise in bankruptcy and reorganization proceedings. Michael B. Schaedle, Esq., a Blank Rome partner, relates that attorneys at Blank Rome have broad- based experience and a national reputation in bankruptcy and reorganization proceedings. For these reasons, the Official Committee of Unsecured Creditors of the Pillowtex Debtors wants to retain Blank Rome as its co- counsel, nunc pro tunc to August 11, 2003. Through Blank Rome, the Committee will have the benefit of the firm's knowledge and experience, as well as the ability to call upon other attorneys within Blank Rome with expertise in other specialized areas of law, as may be needed. Blank Rome's primary role is anticipated to be the Committee's Delaware counsel, facilitating the Committee's interaction with the Court and other Delaware counsel. The firm will also support and assist the Committee's lead counsel, Hahn & Hessen, as appropriate. Blank Rome will be compensated for its legal services on an hourly basis in accordance with its ordinary and customary rates that are in effect on the date the services are rendered, subject to periodic adjustment. Mr. Schaedle relates that Blank Rome's current hourly rates with respect to the primary members of the engagement team are: William J. Burnett $245 Michael B. Schaedle 320 Bonnie Glantz Fatell 440 Other Blank Rome attorneys who may be involved in the case as needed have these hourly rates: Partners and Counsel $310 - 700 Associates 185 - 310 Paralegals 80 - 210 In addition to the hourly rates, Blank Rome customarily charges clients for the firm's actual and necessary costs of support services provided in connection with a representation, including court reporters, transcripts, computerized research, filing fees, photocopying charges, long distance telephone calls, facsimile transmissions, messengers, courier mail, secretarial overtime, temporary services, travel, lodging, and catering for meetings. Mr. Schaedle assures the Court that Blank Rome does not hold any interest adverse to the Debtors' estates and will not represent any entity with an adverse interest in connection with the manner that Blank Rome is to be retained, except in these instances: (a) From time to time in discrete matters involving a specialty lending product, Blank Rome represents Bank of America, N.A., agent for certain secured term indebtedness of the Debtors. Blank Rome does not and will not represent Bank of America or any of its affiliates in these cases or in connection with any of its claims against the Debtors; (b) Blank Rome represents from time to time in discrete matters, Congress Financial Corporation, the Debtors' proposed postpetition lender. Blank Rome does not and will not represent Congress in these cases; (c) In the Debtors' predecessors' Chapter 11 cases, Blank Rome represented the North River Insurance Company in connection with certain claim issues. Blank Rome does not presently represent North River and will not represent North River in these Chapter 11 cases; (d) In the Debtors' predecessors' Chapter 11 cases, Blank Rome represented Key Equipment Finance, a division of Key Corporate Capital, Inc. KEF is an equipment lessor in the Debtors' cases. Blank Rome presently represents KEF in discrete matters, but does not and will not represent KEF in these Chapter 11 cases; (e) Blank Rome represents affiliates of Wells Fargo Bank, N.A. in discrete matters but does not and will not represent Wells Fargo or its affiliates in these Chapter 11 cases; (f) Fleet Bank has been identified as a lender or participant in a revolving credit financing facility agented by Congress. Blank Rome represents Fleet's affiliates in discrete matters. Blank Rome does not and will not represent Fleet or Fleet affiliates in these Chapter 11 cases; and (g) Parkdale Mills, Inc. is an unsecured creditor in these cases and a Committee member. Blank Rome represents Parkdale and its affiliates as Delaware counsel in the Burlington Industries, Inc. Chapter 11 cases. Blank Rome does not and will not represent Parkdale or Parkdale affiliates in these Chapter 11 cases. Mr. Schaedle also discloses that from time to time, Blank Rome represents syndicated lending groups or their agents, and some creditors in these cases may be members of lending groups represented by Blank Rome in other matters. Moreover, it is possible that Blank Rome may have represented or may continue to represent other creditors or interest holders of the Debtors in unrelated matters from time to time, but Mr. Schaedle assures the Court that Blank Rome is not representing any of these parties in these cases. Mr. Schaedle attests that Blank Rome is a "disinterested person" as that term is defined under Section 101(14) of the Bankruptcy Code and applicable bankruptcy law. (Pillowtex Bankruptcy News, Issue No. 52; Bankruptcy Creditors' Service, Inc., 609/392-0900) POLAR MOLECULAR: Files June Quarterly Report on SEC Form 10-Q ------------------------------------------------------------- On September 23, 2003, Polar Molecular Holding Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q for the period ended June 30, 2003. The unaudited financial information included in the Quarterly Report was reviewed by Hein + Associates LLP in accordance with the requirements of Rule 10-01 of Regulation S-X. Hein was engaged for this purpose, and to be PMHC's independent auditors for the fiscal year ending December 31, 2003, on September 18, 2003. Prior to the filing of the Quarterly Report, Deloitte & Touche LLP served as the independent auditors of Murdock Communications Corp. In connection with a merger between Murdock's wholly owned subsidiary, MCC Merger Sub Corporation, and Polar Molecular Corporation, which closed on July 14, 2003, Murdock reincorporated in the state of Delaware as PMHC. MCC Sub subsequently merged with Polar, with Polar being the surviving corporation. Deloitte elected to withdraw as the independent auditors of PMHC prior to the filing of the Quarterly Report, but has not provided PMHC formal notice of such withdrawal. Prior to the Merger, Hein served as Polar's independent auditor. In its audit report dated March 7, 2003, on Murdock's Consolidated Financial Statements for the years ended December 31, 2002, 2001 and 2000, Deloitte included an explanatory paragraph regarding Murdock's ability to continue as a going concern. For the fiscal year ended December 31, 2002, the audit report included the following statement with respect to Murdock: "The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $45.8 million and current liabilities exceed current assets by $22.5 million at December 31, 2002. The Company also is past due in the payment of approximately $14.6 million in principal and accrued interest payable. If the creditors who hold the past due debt seek to enforce their payment rights, the Company would not be able to repay the debt. These factors, among others, indicate that the Company may be unable to continue as a going concern for a reasonable period of time." POLAROID CORP: Court Approves 3rd Amended Disclosure Statement -------------------------------------------------------------- U.S. Bankruptcy Court Judge Walsh finds that the Polaroid Debtors' Third Amended Disclosure Statement contains "adequate information" within the meaning of Section 1125(a) of the Bankruptcy Code to allow a hypothetical creditor to make an informed decision whether to accept or reject the Debtors' Liquidating Plan. Accordingly, Judge Walsh approves the Disclosure Statement. The Court also overrules all objections to the extent not previously withdrawn or resolved. The Debtors and the Official Committee of Unsecured Creditors may make non-material changes to the Disclosure Statement before its distribution to impaired creditors, including modifications to the Disclosure Statement appendices. Judge Walsh will convene a hearing to consider confirmation of the Debtors' Plan on November 14, 2003 at 10:00 a.m., Eastern Time. The Confirmation Hearing may be continued from time to time by way of announcement of the continuance in open court or by otherwise informing the Bankruptcy Court, without further notice to creditors or other parties-in-interest. (Polaroid Bankruptcy News, Issue No. 47; Bankruptcy Creditors' Service, Inc., 609/392-0900) PPM AMERICA: S&P Further Lowers Rating on Class A-2 Notes to B- --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its rating on the class A-2 notes issued by PPM America High Yield CBO II (Cayman) Ltd., a high-yield arbitrage CBO transaction managed by PPM America Inc., and removed it from CreditWatch with negative implications were it was placed Sept. 5, 2003. Concurrently, the rating on the class A- 1 notes is affirmed and removed from CreditWatch negative. The lowered rating on the class A-2 notes reflects factors that have negatively affected the credit enhancement available to support the notes. These factors include par loss of the collateral pool securing the rated notes, the downward migration in the credit quality of the assets within the collateral pool and a deterioration in the weighted average coupon generated by the performing assets within the collateral pool. The affirmed rating reflects the sufficient level of credit enhancement currently available to support the rating on the class A-1 notes. Standard & Poor's has reviewed the current cash flow runs generated for PPM America High Yield CBO II (Cayman) Ltd. to determine the future defaults the transaction can withstand under various stressed default timing scenarios, while still paying all of the rated interest and principal due on the rated notes. Upon comparing the results of these cash flow runs with the projected default performance of the current collateral pool, Standard & Poor's determined that the rating previously assigned to the class A-2 notes was no longer consistent with the credit enhancement currently available, resulting in the lowered rating. Standard & Poor's will continue to monitor the performance of the transaction to ensure the ratings assigned to all of the notes remain consistent with the credit enhancement available. RATING LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE PPM America High Yield CBO II (Cayman) Ltd. Rating To From Class A-2 B- BB/Watch Neg RATING AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE PPM America High Yield CBO II (Cayman) Ltd. Rating To From Class A-1 AA AA/Watch Neg TRANSACTION INFORMATION Issuer: PPM America High Yield CBO II (Cayman) Ltd. Co-issuer: PPM America High Yield CBO II (Delaware) Corp. Current Manager: PPM America Inc. June 2000 to present Underwriter: Merrill Lynch Trustee: J.P. Morgan Chase Transaction type: High yield arbitrage CBO TRANCHE INFORMATION INITIAL LAST ACTION CURRENT Date (MM/YYYY) 08/2000 05/2003 09/2003 Class A-1 notes rating AAA AA AA Class A-1 note bal. $95.20mm $86.48mm $86.48mm Class A-2 note rating AA BB B- Class A-2 note bal. $23.00mm $23.00mm $23.00mm Class A OC ratio 126.94% 108.37% 106.98% Class A OC ratio min. 118.90% 118.90% 118.90% PORTFOLIO BENCHMARKS CURRENT S&P Wtd. Avg. Rtg. (excl. defaulted) BB S&P Default Measure (excl. defaulted) 2.08% S&P Variability Measure (excl. defaulted) 2.08% S&P Correlation Measure (excl. defaulted) 1.10 Wtd. Avg. Coupon (excl. defaulted) 8.178% Wtd. Avg. Spread (excl. defaulted) N.A. Oblig. Rtd. 'BBB-' and above 27.98% Oblig. Rtd. 'BB-' and above 70.42% Oblig. Rtd. 'B-' and above 87.25% Oblig. Rtd. in 'CCC' range 2.54% Oblig. Rtd. 'CC', 'SD' or 'D' 10.21% Obligors on Watch Neg. (excl. defaulted) 7.55% S&P RATED OC (ROC) PRIOR TO ACTION CURRENT Class A 1 notes 100.63% (AA/Watch Neg.) 100.63% (AA) Class A-2 notes 92.75% (BB/Watch Neg.) 93.89% (B-) PRESIDENT CASINOS: Aug. 31 Balance Sheet Upside-Down by $49 Mil. ---------------------------------------------------------------- President Casinos, Inc. (OTC:PREZ) announced results of operations for the second quarter ended August 31, 2003. For the three-month period ended August 31, 2003, the Company reported net income of $42,000, compared to a net loss of $2.0 million, or $0.39 per share, for the three-month period ended August 31, 2002. Revenues for the three-month period ended August 31, 2003 were $31.1 million, compared to revenues of $32.0 million for the three-month period ended August 31, 2002. The increase in income is primarily the result of a $1.1 million decrease in interest expense resulting from the June 20, 2002 voluntary petition under Chapter 11 of the Bankruptcy Code, whereby the noteholders of the Senior Exchange Notes and the Secured Notes were deemed by management to be undersecured and as a result, interest ceased to accrue as of the date thereof. Revenues for the six-month period ended August 31, 2003 were $63.2 million, compared to revenues of $65.3 million for the six-month period ended August 31, 2002. For the six-month period ended August 31, 2003, the Company reported net income of $0.4 million, or $0.08 per share, compared to a loss of $4.6 million, or $0.92 per share, for the six-month period ended August 31, 2002. At August 31, 2003, the Company's balance sheet shows a total shareholders' equity deficit of about $49 million. President Casinos, Inc. owns and operates dockside gaming facilities in Biloxi, Mississippi and downtown St. Louis, Missouri, north of the Gateway Arch. PRIME GROUP REALTY: Fires Co-President & CFO Louis G. Conforti -------------------------------------------------------------- Prime Group Realty Trust (NYSE:PGE) has sent a letter to Louis G. Conforti, its Co-President and Chief Financial Officer terminating his employment agreement. Mr. Conforti was relieved of all of his duties effectively immediately. The Company relieved Mr. Conforti of his duties for his failure to be fully devoted and committed to the business goals that have been established by the Company's Board of Trustees. Until a replacement is named, Mr Conforti's duties will be handled by Stephen J. Nardi, the Company's Chairman and Jeffrey A. Patterson, the Company's other Co-President. Accounting and SEC disclosure matters will continue to be handled by the Company's Chief Accounting Officer, Roy P. Rendino. Prime Group Realty Trust is a fully-integrated, self-administered, and self-managed real estate investment trust that owns, manages, leases, develops, and redevelops office and industrial real estate, primarily in metropolitan Chicago. The Company owns 14 office properties containing an aggregate of 7.0 million net rentable square feet and 30 industrial properties containing an aggregate of 3.9 million net rentable square feet. In addition, the Company owns 232.4 acres of developable land and joint venture interests in two office properties containing an aggregate of 1.3 million net rentable square feet. * * * Ernst & Young, LLP, in its Auditors Report dated March 2003, concerning Prime Group Realty Trust says: ". . . the Company's ability to meet 2003 debt service requirements is dependent upon completing future asset sales and debt refinancings and maintaining its results of operations at current levels. If the Company is unable to complete these transactions and or maintain its results of operations at current levels, it may not be able to maintain compliance with the performance provisions and or financial covenants contained in certain of its debt facilities. These conditions raise substantial doubt about the Company's ability to continue as a going concern." PRIMEDEX HEALTH: Court Orders Discharge from Ch. 11 Bankruptcy -------------------------------------------------------------- Primedex Health Systems, Inc., Los Angeles (OTCBB:PMDXQ), owner and operator of 57 California medical diagnostic imaging facilities, reported that the Bankruptcy Court had signed an order in its Chapter 11 proceeding in Los Angeles, restructuring its outstanding 10% Convertible Subordinated Debentures due June 30, 2003, and concluding the proceeding. The Court order approves the extension of the term of the Debentures through 2008, increases the interest rate to 11.5%, reduces the conversion price to $2.50 per share with an agreement by PMDX not to redeem the Debentures for two years. The bankruptcy filing had no other impact upon PMDX or its operations. QUADRAMED: SEC Staff to Recommend Enforcement Action vs. Company ---------------------------------------------------------------- QuadraMed Corporation (QMDC.PK) announced that the Staff of the San Francisco District Office of the Securities and Exchange Commission has informed the Company that the Staff intends to recommend to the SEC that it institute an enforcement action against the company for violations of the antifraud, periodic filing and books and records provisions of the federal securities laws. The proposed recommendation concerns the Company's accounting for transactions that it entered into with Health+Cast LLP in 1998 and 1999. The 1999 transactions were restated as part of the Company's recent restatement of its 1999 financial statements. The Staff invited the Company to make a Wells submission with respect to the proposed recommendation. The Company plans to continue to discuss this matter with the Staff. The Staff also indicated that it does not presently intend to recommend any action against the Company's current officers, directors or employees. QuadraMed -- whose June 30, 2003 balance sheet shows a total shareholders' equity deficit of about $10 million -- is dedicated to improving healthcare delivery by providing innovative healthcare information technology and services. From clinical to patient information management and revenue cycle to health information management, QuadraMed delivers real-world solutions that help healthcare professionals deliver outstanding patient care with optimum efficiency. Behind our products and services is a staff of more than 850 professionals whose healthcare experience has earned QuadraMed the trust and loyalty of its more than 1,500 customers. To find out more about QuadraMed, visit http://www.quadramed.com RANGE RESOURCES: S&P Ups Corporate Credit Rating to BB- from B+ --------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit ratings on exploration and production company Range Resources Corp. to 'BB-' from 'B+'. The outlook is stable. Fort Worth, Texas-based Range Resources has about $280 million in outstanding debt as of Sept. 30, 2003. "The rating action reflects the strides Range Resources' management has taken to improve the firm's financial profile," noted Standard & Poor's credit analyst Scott A. Beicke. "Prospectively, commitment to continued debt reduction is factored into the new ratings," he continued. Specific actions and factors that benefit the company include the following: --Hedging: The company has aggressively hedged about 65% to 75% and 35% to 45% of expected natural gas production for 2004 and 2005, respectively, at prices in excess of $4 per thousand cubic feet (mcf). The company has also hedged about 45% to 55% of 2004 expected oil production at about $24.50 per barrel. --Convertible debt retirement: The retirement of convertible debt at a discount allowed Range Resources to reduce its debt burden by about $20 million in the first nine months of 2003. --Commodity prices: Range Resources continues to benefit from elevated natural gas and oil prices on its unhedged production. This has allowed the company to accelerate its debt reduction schedule over the past 12 months. --Trust-preferred retirement: In September 2003, the company replaced roughly $80 million of trust-preferred securities with $50 million cumulative convertible preferred stock. The action improved Range Resources' balance sheet and reduced the company's financing costs by $1.3 million per year. For the next few years, Range Resources is expected to generate cash flow at midcycle hydrocarbon prices ($3 per mcf and $20 per barrel) that would exceed total reserve replacement capital expenditures. With no debt maturities until 2007, adequate liquidity under existing credit facilities, a significant year- over-year production increase through June 30, 2003, improved reserve replacement, and reduced finding and development costs of $1.70 per mcf equivalent for the three years ending 2002, Range Resources displays characteristics consistent with the 'BB-' rating level. The stable outlook reflects Standard & Poor's expectations that Range Resources will continue to prudently manage its financial profile. Though the company has stated that it may pursue small, complementary acquisitions in addition to its capital budget, Standard & Poor's expects that Range Resources will maintain capital spending in its cash flow. If Range Resources' future expenditures fail to yield commensurate discoveries and extensions, the company's credit quality could deteriorate. REPUBLIC ENGINEERED: Secures Court Nod for DIP Financing Pact ------------------------------------------------------------- Republic Engineered Products LLC, the nation's leading producer of special bar quality steel, has secured U.S. Bankruptcy Court approval for a debtor-in-possession financing agreement. The company also announced that it has resumed operations at all of its plant locations. "We are moving rapidly to build a stronger Republic," said Joseph F. Lapinsky, president and chief executive officer. "We are pleased that this financing will support ongoing production, and that the restart of our operations is proceeding according to plan. Republic has enjoyed strong support from customers and extraordinary responsiveness from employees over the past week. We will need their continued support in the weeks ahead as we strengthen our leadership position in the SBQ industry." The financing agreement follows Republic's filing under Chapter 11 of the U.S. bankruptcy laws on October 6, 2003. The agreement provides $45 million in new funding availability. Fleet Capital Corp., based in Boston, is the agent for the new lending group, which includes banks from the prior group. In conjunction with the financing agreement, Republic plans to hire an investment banker by mid-October to help market the company to investors. "Our long-term success is in our hands," Lapinsky said. "We are confident that Republic's strong customer relationships and excellent workforce combined with demonstrated performance will enable us to quickly attract the interest of parties to help us restructure our financial situation." Republic has received letters from a group of customers stating that the company is a critical supplier and that a prompt reorganization is desired to assure long-term supply. These customers represent approximately two-thirds of Republic's revenues. John A. Willoughby, vice president of human resources and corporate relations, said all but approximately 100 of Republic's 2,336 employees have been notified of their return-to-work dates. The rest will remain on layoff as the company aligns staffing needs with customer requirements. "Our companywide shutdown last week was accomplished in an orderly fashion, enabling us to quickly ramp up our facilities over the past three days," Willoughby said. "With the appropriate funding in place, we need to focus now on performance in all areas of our business." Republic Engineered Products LLC is North America's leading supplier of special bar quality steel, a highly engineered product used in axles, drive trains, suspensions and other critical components of automobiles, off- highway vehicles and industrial equipment. With headquarters in Fairlawn, Ohio, the company operates steelmaking centers in Canton and Lorain, Ohio, and value-added rolling and finishing facilities in Canton, Lorain and Massillon, Ohio; Lackawanna, N.Y.; and Gary, Ind. Republic employs approximately 2,400 people. REPUBLIC ENGINEERED: Signs-Up Weil Gotshal as Bankruptcy Counsel ---------------------------------------------------------------- Republic Engineered Products Holdings, LLC and its debtor- affiliates want to employ Weil, Gotshal & Manges LLP as attorneys in their chapter 11 cases. Consequently, the Debtors' are asking for the U.S. Bankruptcy Court for the Northern District of Ohio's approval for the retention. The Debtors have been informed that Martin J. Bienenstock, Esq., a member of Weil Gotshal as well as other members of, counsel to, and associates of the firm who will be employed in these chapter 11 cases, are members in good standing in the courts in which they are admitted to practice. As Counsel, Weil Gotshal is expected to: a) provide any and all necessary action to protect and preserve the estate of the Debtors, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; b) prepare on behalf of the Debtors, as debtors in possession, all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtors' estates; c) negotiate and prepare on behalf of the Debtors' any chapter 11 plans and all related documents; and d) perform all other necessary legal services in connection with the prosecution of the Debtors' chapter 11 cases, including, without limitation, corporate, securities, tax, environmental, real estate, and ERISA services. Weil Gotshal's hourly rates for legal services range from members and counsel $460 to $775 per hour associates $240 to $460 per hour paraprofessionals $ 65 to $175 per hour Headquartered in Fairlawn, Ohio, the Debtors are leading suppliers of special bar quality (SBQ) steel, a highly engineered product used in axles, drive trains, suspensions and other critical components of automobiles, off-highway vehicles and industrial equipment. The Company filed for chapter 11 protection on October 6, 2003 (Bankr. N.D. Ohio Case No. 03-55118). Shawn M Riley, Esq., at McDonald, Hopkins, Burke & Haber Co LPA and Martin J. Bienenstock, Esq., at Weil, Gotshal & Manges LLP represent the Debtors in their restructuring efforts. As of June 30, 2003, the Debtors listed $481,000,000 total assets and $467,939,000 total debts. RICA FOODS: Inks $36.3 Million Debt Restructuring Agreement ----------------------------------------------------------- Rica Foods, Inc. (Amex: RCF) has entered into a trust agreement pursuant to which it has restructured its debt obligations with respect to approximately $36.3 million in principal amount of indebtedness. As more specifically described below, the Company has contributed or pledged substantially all of the assets of the Company's wholly owned subsidiaries to a trust, which secures the Subsidiaries' obligations with respect to approximately $36.3 million of indebtedness owed to nine financial institutions. In consideration for the establishment of the Trust, the Participating Lenders have agreed to waive any and all defaults, excluding defaults resulting from the failure to pay interest as due, that the Subsidiaries have committed or may commit prior to March 22, 2004, with respect to outstanding indebtedness owed to the Participating Lenders. Accordingly, the Subsidiaries have been relieved of any obligation to make principal payments to the Participating Lenders until the end of the Amnesty Period. The Subsidiaries are still required to pay interest to the Participating Lenders in accordance with the terms of an agreed upon schedule. After the end of the Amnesty Period, the Subsidiaries are required to resume the payment of principal. As a result of the Company's repayment in full, on September 24, 2003, of the Company's outstanding indebtedness to Pacific Life Insurance Company, the Company has been released from certain negative covenants, including, among other things, restrictions on the Company's ability to provide collateral to other lenders. Accordingly, the Company has agreed to the creation of the Trust to provide the Participating Lenders and, potentially other lenders, a higher level of asset collateralization than the Company was able to provide prior to the satisfaction of the Pacific Life indebtedness. In order to fund the Trust, the Subsidiaries have transferred or pledged substantially all of their real and personal assets to the Trust. Under the terms of the trust agreement, the appraised value of the Trust Assets, which are being appraised under the supervision of the Trustee, must, at all times, be equal to or greater than 143% of the aggregate amount of the indebtedness secured by the Trust. The Participating Lenders have the right to designate experts to validate the appraised valuations. The Trust Agreement provides that additional Participating Lenders may execute and become subject to the terms of the Trust Agreement if the value of the Trust Assets continues to be equal to or greater than 143% of the aggregate amount of the indebtedness secured by the Trust. The Company believes the Trust Assets will have an appraised value sufficient to collateralize the indebtedness of the Participating Lenders in accordance with the terms of the Trust Agreement. As of the date of this report, the Company estimates that in excess of 80% of the appraisals have already been completed and accepted by the Participating Lenders. The Company believes that the final appraised value of the Trust Assets may be sufficient to collateralize additional loans in accordance with the terms of the Trust Agreement. If the Subsidiaries, among other things, fail to make any principal or interest payment to any of the Participating Lenders when due or become insolvent, the Subsidiaries will be in breach of the Trust Agreement. In the event the Trustee notifies the Subsidiaries of a Breach, the Subsidiaries will have fifteen days to cure such Breach. If the Breach is not cured within the Cure Period, the Trustee must sell all of the Trust Assets and use the proceeds of such sale to repay to the Participating Lenders all outstanding indebtedness due and owed to them by the Subsidiaries. Any proceeds remaining after repayment is made in full to all of the Participating Lenders will be returned to the Subsidiaries. The Trust will terminate in accordance with its terms in the event of such a sale. The Trust is governed by a Trust Agreement governed by the laws of Costa Rica. Consultores Financieros Cofin, S.A., a Costa Rican corporation, has been appointed to serve as the trustee of the Trust. The Trust has a stated term of ten years but may terminate earlier in the event that all of the outstanding indebtedness owed to the Participating Lenders is repaid. Certain of the Company's other existing creditor banks are not signatories to the Trust Agreement. As of the date of this press release, the Company has borrowed from the Non- Participating Lenders an aggregate of approximately $11.3 million. As of the date of this press release, the Company is current in the payment of all of its obligations to the Non-Participating Lenders with the exception of a debt owed to Citibank (Costa Rica), S.A. As previously disclosed in the Company's Form 10-Q for the quarter ended June 30, 2003, the Company has not made a payment of approximately $800,000 to Citibank, which payment was due and payable on July 31, 2003. As of June 30, 2003 and the date hereof, the Company had borrowed an aggregate of approximately $6.5 million from Citibank pursuant to various letters of credit. Citibank is not a signatory to the Trust agreement. The Company has received a demand for payment of the Citibank Indebtedness and has recently been served with notice of a court action pursuant to which Citibank is seeking payment of the Citibank Indebtedness. The Company intends to contest Citibank's collection efforts. However, the Company could be materially, adversely impacted if Citibank successfully asserts that the Company is required to pay the Citibank Indebtedness and the Company is unable to secure an alternative source of financing. Although the Company is actively negotiating the issue with Citibank, there can be no assurances that the Company and Citibank will be able to enter into a mutually acceptable agreement with respect to the funds sought by Citibank. The Company projects that prior to March 30, 2004, it will need to either secure approximately $11 million of new capital, enter into agreements with the Company's existing lenders pursuant to which the scheduled maturity date of a comparable amount of debt is extended, or secure some combination of new capital and credit term amendments in order for the Company to continue to conduct operations at current historical levels. If the Company is unsuccessful for any reason, the Company's business and/or business prospects could be materially adversely impacted. Although the Company has been exploring more cost efficient and longer term sources of capital, the Company has not yet secured an alternative long- term financing source that will insulate it from the risks associated with the loss of one of its short-term capital sources. In addition, as of the date of this press release, the Company has not secured all of the capital resources it believes it will need over the next six months. Upon the translation of the Trust Agreement from the Spanish language to English, the Company intends to file the Trust Agreement as a material contract. As reported in Troubled Company Reporter's September 1, 2003 edition, Rica Foods received a conditional waiver, effective as of August 19, 2003, from Pacific Life Insurance Company with respect to the Company's breach, during the fiscal quarter ended June 30, 2003, of certain negative covenants entered into in connection with a private placement with PacLife of notes during the first quarter of 1998. As a condition of the waiver, the Company agreed that the aggregate amount of loans to affiliates shall not be increased at any time, and, if any of such loans are repaid, neither the Company nor any of its subsidiaries shall make any additional affiliate loans. SK GLOBAL AMERICA: Asks Judge Blackshear to Fix Claims Bar Date --------------------------------------------------------------- To facilitate the formulation of a Chapter 11 plan, SK Global America Inc. asks the Court to establish a bar date for filing proofs of claim and interests by entities asserting claims against its estate, pursuant to Rule 3003(c)(3) of the Federal Rules of Bankruptcy Procedure. Furthermore, the Debtor wants Judge Blackshear to approve: -- the proof of claim form; -- the procedure for the filing of proofs of claim and interest; and -- the form and method of the Bar Date Notice. According to Scott E. Ratner, Esq., at Togut, Segal & Segal LLP, in New York, Bankruptcy Rule 3003(c)(3) provides that "the Court will fix and for cause shown may extend the time within which proofs of claim or interest may be filed." Additionally, Bankruptcy Rule 2002(a)(7) requires that creditors be given at least 20 days' notice by mail of the time fixed for filing proofs of claim. SK Global proposes to give not less than 35 days' notice of the Bar Date to its creditors and other parties-in-interest. Mr. Ratner explains that the fixing of a Bar Date will assist the Debtor in identifying each of its creditors and fixing the amounts and classifications of their claims, all of which is absolutely essential to the Debtor's efforts to promulgate and confirm a Chapter 11 plan. A Bar Date Notice will be mailed, not later than 35 days preceding the Bar Date, to: (a) all of the Debtor's known creditors and interest holders identified in its Schedules of Assets and Liabilities; (b) all parties to executory contracts and unexpired leases with the Debtor; (c) all parties to litigation with the Debtor; (d) the Internal Revenue Service; (e) all parties who have filed a notice of appearance and demand for service of papers in SK Global's case; and (f) the U.S. Trustee. The Debtor also intends to also publish the Notice at least once in each of these newspapers or trade publications not later than 25 days preceding the Bar Date: -- the national edition of The Wall Street Journal; -- the international edition of The Wall Street Journal; and -- Chosun Ilbo, the largest newspaper in Korea. (SK Global Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900) SUNBLUSH: Wants Shareholders' Approval of Reorganization Plan ------------------------------------------------------------- SunBlush Technologies Corporation has scheduled an Extraordinary General Meeting to be held on November 4, 2003 to present to its shareholders a plan for the reorganization of The Company. The Company's objective is to become debt-free and creditor-free, by among other things, converting its outstanding debt into Common Shares, repricing existing warrants and options, consolidating the issued and outstanding Common Shares on a 5:1 basis and changing its name to "FreshXtend Technologies Corp.", subject to regulatory approval. In addition to the EGM, extraordinary meetings of each series of the outstanding Preference Shares of The Company will also be held on November 4, 2003, to approve amendments to the special rights and restrictions attached to each series of the Preference Shares. As all shareholders are aware The Company has suffered severe losses for a number of years and in fact has never been profitable. Consequently in December 2002, a turnaround specialist consultant was retained to effect the reconstruction of The Company. The consultant recommended that various businesses be sold and/or closed and that The Company should concentrate exclusively on its food technologies and licensing business. As previously reported, The Company has sold Scalime, its French subsidiary, and its 50% interest in Access Flower Trading Inc., has closed its head office in Toronto and moved back to Vancouver. All remaining non-trading and non-Canadian subsidiaries are currently being rationalized or liquidated and this should be completed by the end of 2003. The Notice of Meeting, Information Circular and Proxy for the November 4, 2003 EGM will be mailed to all shareholders on October 10, 2003. The Information Circular sets forth in detail all the steps of the reorganization, to be considered by the shareholders. Under the policies of the TSX Venture Exchange, the approval of the Disinterested Shareholders is required to a number of the matters being put to the shareholders. Accordingly, for the purposes of such approval, all of the Common Shares owned by the Insiders of The Company and their Affiliates and Associates will not be counted for the purpose of determining whether the required level of shareholder approval has been obtained. The proceeds from the sale of Scalime and the 50% interest in Access were used to pay off secured creditors and reduce debt. However, The Company was still left with significant debt in the way of preference shares, debentures, and a large volume of creditors. Therefore, it is proposed to amend the existing conversion terms of the outstanding Preference Shares and Convertible Debentures of The Company, and to settle their unpaid dividends and interest by way of the issuance of Common Shares. It is proposed to amend the special rights and restrictions attached to each series of Preference Shares so that they shall be convertible into Common Shares at prices which are lower than their current terms on or before November 30, 2003, provided that the shareholder makes a cash payment to The Company. The cash payment per share and new conversion rate vary and have been determined by the Board of Directors, after consultation with the Preference Shareholders, based on the existing conversion terms and the length of time the Preference Shares have been issued. It is also proposed to change the special rights and restrictions to the Preference Shares so that if the shareholders do not convert their Preference Shares (and make the required cash payment to The Company) on or before November 30, 2003, The Company can force conversion on a basis of one Common Share for each Preference Share. The Company intends to do this for any Preference Shares which are not converted so as to eliminate the outstanding Preference Shares of The Company (before the fiscal year end of December 31st). In addition, it is proposed to amend the special rights and restrictions attached to each series of Preference Shares so that The Company shall have the option (which The Company intends to exercise) to pay any portion or all declared and unpaid dividends owing on the Preference Shares to Common Shares at a deemed price of $0.10 per share. The dividends have been recorded on the financial statements of The Company. Disinterested shareholder approval will be sought at the EGM to the proposed amendments to the special rights and restrictions of the Preference Shares and to the issuance of Common Shares upon conversion of the Preference Shares and upon payment of unpaid dividends. These matters are also subject to the approval of the TSX Venture Exchange. As well, the holders of each series of Preference Shares will be asked to approve the proposed amendments at the separate class meetings. The Convertible Debentures are currently convertible into Common Shares at a deemed price of $0.3632 per share. It is proposed to provide the Debentureholders with the option to convert the principal amount outstanding on their Convertible Debentures, together with the cash payment they are required to make as set out below, to Common Shares at a deemed price of $0.10 per share, provided that the Debentureholders make a cash payment of $321.77 per $1,000 principal amount of Convertible Debenture on or before November 30, 2003. Thereafter, the Convertible Debentures will be convertible in accordance with their original conversion terms. The amount of the cash payment and the new conversion rate have been determined by the Board of Directors, after consultation with the Debentureholders, based on the existing conversion terms and the length of time the Convertible Debentures have been outstanding. The changes to the conversion will be done by agreement with each Debentureholder. If the Debentureholders do not agree to convert their Convertible Debentures on the new terms, they will revert to the original conversion terms. In addition, it is proposed that the terms of the Convertible Debentures be amended to give The Company the option to pay accrued and unpaid interest on the Convertible Debentures Shares (less any withholding taxes) by way of the issuance of Common Shares at a deemed price of $0.10 per share. Interest payable on the Convertible Debentures has been reflected in the consolidated financial statements of The Company. Disinterested shareholder approval will be sought to the proposed amendments to the conversion terms of the Convertible Debentures and the issuance of the Common Shares upon conversion of the Convertible Debentures and upon payment of unpaid interest. These matters are also subject to the approval of the TSX Venture Exchange. It has been agreed with various arm's length creditors to settle approximately $277,491.20in debt by the issuance of approximately 2,774,912 (pre-consolidated) Common Shares at a deemed price of $0.10 per share. A contingency of 500,000 (pre-consolidated) Common Shares at a deemed price of $0.10 per share has been set aside to settle debts of $50,000 with arm's length creditors who have not yet agreed to accept shares. It has also been agreed with various non-arm's length creditors to settle approximately $367,161 in debt owed to Insiders and former Insiders of The Company and their Affiliates and Associates by the issuance of 3,671,610 (pre-consolidated) Common Shares at a deemed price of $0.10 per share. All of these debts have been reflected in the previous financial statements of The Company, except for a $50,000 fee proposed to be paid to Ludgate Investments Ltd. described below. Ludgate Investments Ltd., in which John Gunn and Gary Weiss, both Insiders of The Company, own shares and in which John Gunn is a director, has been instrumental in dealing with the Preference Shareholders and the Debentureholders in negotiating and settling the new conversion terms. In consideration of Ludgate's efforts on behalf of The Company, The Company has agreed to pay to Ludgate Investments Ltd. a financial advisory fee of $50,000, payable in a combination of $25,000 cash and 250,000 (pre-consolidated) Common Shares at a deemed price of $0.10 per share. The exact proportions of cash and Common Shares shall be determined by the number of Preference Shareholders and Debentureholders who agree to convert their securities under the new terms on or before November 30, 2003. For each $1.00 over and above $550,000 raised by The Company from the cash payments made by the Preference Shareholders and Debentureholders who convert on the new conversion terms, the cash portion of the fee shall be increased by $0.50 and the number of Common Shares reduced by five. As a result, the $50,000 fee may be with a minimum of $25,000 cash and a maximum of 250,000 (pre- consolidated) Common Shares and a maximum of $50,000 cash and no Common Shares. Disinterested shareholder approval will be sought at the EGM to the issuance of Common Shares to settle outstanding debt owed to Insiders and former Insiders and their Affiliates and Associates. All of the debt settlement, to arm's length creditors and non- arm's length creditors, is subject to the approval of the TSX Venture Exchange. After taking into effect the proposed amendments to the conversion terms of the Preference Shares and Convertible Debentures, Gibsbourne Pty Ltd. and Gary Weiss will each be a "Control Person" by virtue of owning, directly or indirectly, or having control or direction over more than 20% of the outstanding Common Shares of The Company. John Gunn is also a "Control Person" of The Company. Disinterested shareholder approval will be sought to the change of control and the creation of the 2 new control persons in The Company. The 2 new control persons are subject to the approval of the TSX Venture Exchange. It is also proposed to reprice the existing share purchase warrants of The Company There are currently 91,875 (pre- consolidated) share purchase warrants outstanding at an exercise price of $0.46 per share until February 15, 2004 and 448,780 (pre- consolidated) share purchase warrants outstanding at exercise prices of $0.41 until July 19, 2004 and thereafter at $0.48 per share until June 19, 2005. It is proposed that they be repriced to $0.10 per share until the 2004 expiry dates and thereafter $0.12 per share until the 2005 expiry date. No extension of the warrant terms are being sought. The 91,875 (pre-consolidated) share purchase warrants are held by a related party to Insiders of The Company. Therefore, Disinterested shareholder approval is being sought at the EGM to the repricing of the warrants. It is also subject to the approval of the TSX Venture Exchange. It is proposed to reprice the outstanding incentive stock options previously granted to directors, officers and employees to a post- consolidated price of $0.15 per share, or such greater price as the TSX Venture Exchange shall approve. It is also proposed to grant to an Insider of The Company incentive stock options to purchase 1,000,000 (pre-consolidated) Common Shares at a post-consolidated price of $0.15 per share, or such greater price as the TSX Venture Exchange shall permit, for a period of two years. Disinterested shareholder approval will be sought at the EGM to the repricing of incentive stock options held by Insiders and to the granting of the incentive stock options to an Insider of The Company. These are subject to the approval of the TSX Venture Exchange. The Company intends to adopt a stock option plan in accordance with the Policy 4.4 of the Exchange, subject to shareholder and TSX Venture Exchange approval. The maximum number of Common Shares of The Company that may be issuable pursuant to options granted under the Stock Option Plan will not exceed 10% of the number of issued Common Shares of The Company at the time of granting of options under the Stock Option Plan. The existing stock options would remain in full force and effect in accordance with their terms and conditions. However, the total number of those existing options would be counted against the number set aside under the new Stock Option Plan. The Company currently has 864,000 (pre-consolidated) stock options outstanding and proposes to issue 1,000,000 (pre-consolidated) additional stock options to an Insider as set forth above. To provide The Company with flexibility in carrying out private placement financings from time to time over the next year, The Company will be seeking the approval of the shareholders at the EGM to the issuance of up to 100% of the issued and outstanding Common Shares after taking into effect the Restructuring Proposal. Any private placement proceeded with by The Company under the advance approval being sought at the EGM will be subject to the following additional restrictions: (a) it must be substantially with parties at arm's length to The Company; (b) it cannot materially affect control of The Company; (c) it must be completed within a twelve month period following the date the shareholder approval is given; and (d) it must otherwise comply with the private placement pricing rules of the TSX Venture Exchange. As a result of the sale of Scalime and Access, and the move of the head office of The Company from Toronto back to Vancouver, the Directors have changed the auditor of The Company from KPMG LLP, Chartered Accountants, of Toronto to Davidson & Company, Chartered Accountants of Vancouver. There were no reportable events (i.e. disagreements, unsolved issues or consultations) during the period in which KPMG was in office. In accordance with National Policy 31, the "reporting package" which includes a Notice of Change of Auditor, Letter from the Former Auditor and Letter from the Successor Auditor will be delivered to the securities commissions in British Columbia and Alberta, being the provinces in which The Company is a reporting issuer, and will be sent to the shareholders with the Information Circular for the EGM. The Common Shareholders approved a capital reduction at the 2002 Annual General Meeting but it was not implemented. Due to the passing of time, The Company wishes to have the shareholders confirm the capital reduction. It is proposed to eliminate The Company's accumulated deficit, which as stated in the audited consolidated balance sheet of The Company as at the year ended December 31, 2003 was in the amount of $67,394,295, by reducing the stated capital distributable to the total number of issued and outstanding common shares of The Company. The authorized share capital of The Company currently consists of 100,000,000 Common Shares without par value and the Preference Shares. However, if all of the Preference Shares and Convertible Debentures are converted on the proposed new conversion terms and the debts settled, the total number of issued and outstanding Common Shares would be approximately 122,500,000 Common Shares. Therefore, the authorized capital of The Company has to be increased in order to enable The Company to carry out the Restructuring Proposal and the Common Share issuances pursuant thereto. It is therefore proposed to increase the share capital to 150,000,000 Common Shares without par value. It is proposed to consolidate the Common Shares on the basis of one new Common Share for every five Common Shares issued and outstanding immediately prior to the consolidation. After giving effect to the Restructuring and the issuance of Common Shares upon conversion of the Preference Shares and Convertible Debentures and the debt settlements, there will be approximately 122,500,000 Common Shares issued and outstanding pre-consolidation. After the 5:1 consolidation, there will be approximately 24,500,000 Common Shares issued and outstanding post-consolidation. It is also proposed to increase the authorized number of Common Shares after the consolidation back to 100,000,000 Common Shares. In connection with the consolidation, the name of The Company is being changed to "FreshXtend Technologies Corporation". The Board of Directors of The Company believe that this is a name that is unique and expresses the new direction of The Company as the leading developer, distributor and licensor of proven shelf-life extension technologies for fruits and vegetables. It is intended to wait until after the Preference Shares and Convertible Debentures have been issued (which is expected to be on or before November 30, 2003) before making the consolidation (and name change) effective. It is therefore anticipated that the consolidation and name change will be effective on or about December 15, 2003. It is The Company's goal to have the restructuring completed, including the consolidation and name change, before the financial year end of December 31st, 2003. Shareholder approval is being sought at the EGM to the change of auditor, capital reduction, increase in share capital, share consolidation and name change. All of the matters to be dealt with at the EGM are subject to TSXV and other regulatory approvals. The SunBlush Technologies Corporation is a leading provider of life extension technology to the high growth Fresh Produce and Flower Industry and uses its technological leadership to pursue licensing opportunities. The Company's patented technologies naturally place produce in a state of hibernation while it is being shipped, extends the shelf life of fresh produce, flowers and juices, thereby enabling economic distribution or premium quality vine-ripened fruit and vegetables. The Company's network of R&D relationships, which include the University of British Columbia, Bar Ilan University, and the University of Newcastle New South Wales, focuses on building features that will appeal to SunBlush's customers in order to gain a competitive edge in the marketplace. The company continues to pursue licensing opportunities through grower/processor channels as a way of maximizing the distribution for its technologies. SYMBOL TECHNOLOGIES: Provides Update About Telxon Litigation ------------------------------------------------------------ Symbol Technologies, Inc. (NYSE:SBL) provided an update to the status of the case involving Telxon Corporation, a wholly owned subsidiary of Symbol, and Smart Media of Delaware, Inc. The Summit County Court of Common Pleas in Ohio held a status conference on October 9, 2003, and, as a result, Symbol expects that the briefing on post judgment motions will take at least a month, and may take longer. No judgment has yet been entered in the case, and Telxon has filed a motion for judgment notwithstanding the verdicts and for a new trial. The following addresses the status of the Telxon case: Q1: What is the background of the litigation between Telxon and Smart Media, et al.? A1: The litigation between Telxon and Smart Media began in December 1, 1998, prior to Symbol's acquisition of Telxon, when Telxon filed suit against Smart Media in the Court of Common Pleas for Summit County, Ohio. The suit filed by Telxon was for a declaratory judgment that, contrary to the position of Smart Media and several of its shareholders, Telxon neither agreed with nor promised Smart Media to develop a product or to provide financial support for the development of a product. Smart Media denied Telxon's suit for declaratory judgment and claimed that it suffered substantial damages because of Telxon's alleged failure to provide funding of several million dollars. The damages claimed by Smart Media are for allegedly lost profits. Q2: Is there a judgment against Telxon at this point? A2: No. No judgment has been entered at this time. Q3: What are the next procedural steps, and the timing, relating to the case? A3: The parties had a conference with the judge on October 9, 2003, that addressed, among other matters, the next steps in the case. Symbol and Telxon believe that post trial motion practice will take at least a month and that no judgment will be entered until the Court rules on the parties' post trial motions. Symbol and Telxon cannot predict when the Court will render its decision. Q4: Has Telxon made any post trial motions? A4: On October 7, 2003, Telxon made a motion to impound and secure the trial record of certain exhibits, and on October 8, 2003, Telxon made motions for judgment in its favor notwithstanding the jury's verdicts, and for a new trial. In the event this relief is not granted, Telxon requested that the amount of the jury's verdicts be reduced. Also, Telxon requested that the execution of any judgment against Telxon entered by the Court be stayed without the posting of a bond, or in the alternative, that a bond be set at a maximum of $3.7 million. Q5: What arguments has Telxon made to support its motion? A5: Telxon, among other arguments, has argued that the jury's verdicts were based upon inadmissible evidence being improperly provided to the jury during its deliberations; that the absence of liability on the part of Telxon was conclusively established by the documents in evidence; and that the amounts awarded to Smart Media were based on legally irrelevant projections, and are wildly speculative, particularly given that Smart Media never had any revenue or profits. In addition, Telxon argued that the jury verdicts incorrectly awarded damages more than once for the same alleged injury by adding together two separate awards for lost profits, and by improperly combining different measures of damages. Q6: Has Smart Media made any post trial motions? A6: As previously reported, Smart Media made a motion to join or substitute Symbol as a defendant. In addition on October 7, 2003, Smart Media made a motion for prejudgment interest in the amount of approximately $146 million based upon a 10 percent per annum rate on the aggregate amounts of the jury's verdicts from October 23, 1996, to September 17, 2003. Symbol and Telxon believe these motions are without merit and intend to oppose them vigorously. Q7: If the Ohio trial court judge enters a judgment on the jury's verdicts, would Telxon have a right to appeal? A7: Yes, Telxon may appeal the jury's verdicts as a matter of right to the Ohio Court of Appeals for the 9th District. Following that appeal, any party could petition the Ohio Supreme Court to hear the case, but Ohio Supreme Court review is not an appeal as a matter of right. Q8: How long could the appeal process last? A8: The length of the appeals process is uncertain. It could last a number of months, and perhaps more than a year. Q9: Pending the appeal, can Telxon stay execution of any judgment against it? A9: Yes, if Telxon posts a bond, if one is required, as determined by the Ohio trial court. Q10: In the event of an enforceable judgment against Telxon that it was unable to satisfy, could Symbol be responsible for the judgment? A10: Under such circumstances, Smart Media may pursue various legal theories and tactics to try to recover from Symbol or otherwise obligate Symbol to provide funds to Telxon to satisfy a judgment against Telxon. While Symbol will vigorously oppose such efforts, there can be no assurance that Symbol will not be liable for or otherwise be obligated to provide funds to Telxon to satisfy any judgment against Telxon. Q11: Could the litigation between Smart Media and Telxon, or even a bankruptcy of Telxon, have an impact on Symbol's credit facility? A11: The credit facility remains in place at this time. Whether the credit facility could be impacted will depend on developments in the litigation. At the present time, Symbol is not borrowing under its credit facility. Q12: Will the amount of the jury verdicts be reserved against on Symbol's balance sheet? A12: At this time, Symbol believes that the amounts indicated in the jury verdicts are not probable and estimable. Therefore, Symbol has not recorded any reserves in its balance sheets. Q13: Ultimately, if Symbol were found liable for the entire amount of the verdicts, does Symbol have adequate liquidity and capital resources to satisfy that amount? A13: Symbol believes that it could satisfy the entire amount with a combination of internal funds and funds obtained from the public and/or private capital markets, although access to the public markets will be subject to Symbol completing the pending restatement of its financial statements. In addition, Symbol's ability to access the capital markets would be subject to market conditions, industry conditions and the financial condition and prospects of Symbol at the time the capital markets are accessed. Symbol Technologies, Inc. delivers enterprise mobility solutions that enable anywhere, anytime data and voice communication designed to increase productivity, reduce costs and realize competitive advantage. Symbol systems and services integrate rugged mobile computing, advanced data capture, wireless networking and mobility software for the world's leading retailers, transportation and logistics companies and manufacturers as well as government agencies and providers of healthcare, hospitality and security. More information is available at www.symbol.com. * * * As reported in Troubled Company Reporter's September 19, 2003 edition, Symbol Technologies reached agreement with its bank group to extend the Company's credit facility waiver for 60 days. The waiver allows Symbol additional time to become current with its periodic filings with the Securities and Exchange Commission. As part of the agreement, Symbol reduced the credit facility from $350 million to $100 million. The credit agreement originally was signed in late 1998 and will expire by its terms in January 2004. The previously reported investigations by the SEC and the U.S. Attorney's office are ongoing. The Company intends to file with the SEC its 2002 Annual Report on Form 10-K as well as Forms 10-Q for the 2003 first and second quarters upon the completion of their audits by the Company's external auditors. TRITEAL: Oct. 15 Is Record Date for Distribution to Shareholders ---------------------------------------------------------------- TriTeal Corporation (PinkSheets:TEAL) announced that the United States Bankruptcy Court for the Southern District of California has approved a record date of October 15, 2003 for a pro-rata cash distribution to holders of the Company's Common Stock. Pursuant to the Company's Plan of Liquidation, which was approved by the Court on December 7, 1999, holders of the Company's Common Stock as of the Record Date are entitled to receive a pro-rata distribution of remaining cash after all claims and expenses have been resolved and paid in accordance with the Plan of Liquidation. The Company's transfer agent, American Stock Transfer and Trust Company, will act as paying agent for the Distribution. In order to receive such Distribution, each owner of the Company's Common Stock is required to surrender his/her stock certificates evidencing such ownership of the Company's Common Stock within 60 days following mailing of notice of the intended Distribution. The Company anticipates that notice of the intended Distribution, along with specific instructions on the surrender of shares, will be sent via first class mail to all holders of the Company's Common Stock as of the Record Date on or about October 16, 2003, and that the 60-Day Notice Period will expire on or about December 15, 2003. Pursuant to the Company's Plan of Liquidation, after expiration of the 60-Day Notice Period any shares of the Company's Common Stock which have not been surrendered will be rendered void and of no value. All trading in the Company's stock will halt effective with the close of the stock market on October 15, 2003. The Company estimates that the final cash distribution will range from $0.41 to $0.46 per share of Common Stock; however, at this time, the exact amount of such distribution remains undetermined. UNITED AIRLINES: Bankr. Court Fixes Stub Rent Payment Procedures ---------------------------------------------------------------- At the United Airlines Debtors' request, U.S. Bankruptcy Court Judge Wedoff approves and authorizes a set of procedures for making stub rent payments. The Stub Rent Procedures will resolve all requests for allowance and payment of a claim for rent for rejected non-residential real property leases for the period from December 9, 2002 through December 31, 2002. James H.M. Sprayregen, Esq., at Kirkland & Ellis, explains that the Procedures were negotiated and agreed upon by the Debtors, the lessors who have filed requests for stub rent and the Official Committee of Unsecured Creditors. The Debtors have rejected about 100 non-residential real property leases. Several hundred more leases have yet to be decided. Due to this volume, the Court advised the Debtors to consider alternative dispute resolution to resolve the Stub Rent Claims, which resulted in the drafting of the Stub Rent Procedures. The salient features of the Stub Rent Procedures are: (1) Upon receipt of a request, the Debtors will provide notice of these procedures and a proposal to the lessor; (2) If the lessor does not accept the Debtors' Proposal, it may offer a counterproposal and negotiate with the Debtors; (3) If no agreement can be reached, either party can seek mediation; (4) The mediator/arbitrator will be Judge John D. Schwartz of the Bankruptcy Court for the Northern District of Illinois; (5) For cases where the discrepancy between the Debtors and the lessor is less than $50,000, the Parties will not seek formal discovery; (6) For cases where the disputed amount is $50,000 or more, the parties have the right to conduct discovery and the arbitrator's decision will be governed by these legal standards: (a) There is a presumption that the rate inherent in the lease is the proper amount of administrative rent; (b) The Stub Rent Claim is based on the reasonable value of the leased premises, not the Debtors' use of the premises; and (c) Lessors cannot receive Stub Rent greater than the Lease Rate; (7) Resolutions will be sent to the Committee which has 10 business days to object; and (8) With the Committee's approval, the Settlement Amount becomes an administrative claim without further Court order. Fees of mediator/arbitrator will be divided equally among the Debtors and the relevant lessors. (United Airlines Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service, Inc., 609/392- 0900) U.S. ONCOLOGY: Look for Third-Quarter 2003 Results on October 31 ---------------------------------------------------------------- US Oncology, Inc. (Nasdaq: USON) will announce its 2003 third quarter financial results Oct. 30. The announcement will be made prior to the market open, with a conference call for investors to follow at 9 a.m., CST. US Oncology Chairman and Chief Executive Officer R. Dale Ross and Chief Financial Officer Bruce Broussard will review results of the third quarter, provide an update on the company's operations and lead a question-and-answer session. Details of the conference call, along with a simultaneous Web cast, are available under the Investor Relations link (Calendar) at http://www.usoncology.com A replay of the conference call will be available Oct. 30-Nov. 13, by dialing 1-800-642-1687, and referencing conference code 3317884. US Oncology (S&P, BB Corporate Credit Rating, Negative), headquartered in Houston, Texas, is America's premier cancer-care services company. The company supports the cancer-care community by providing oncology pharmaceutical services, cancer center services, and cancer research services to community-based practices. US Oncology is affiliated with more than 850 physicians operating in over 480 locations, including 76 outpatient cancer centers, in 30 states. U.S. STEEL: Will Take about $50-Mill. Q3 Charge After Asset Swap ---------------------------------------------------------------- United States Steel Corporation (NYSE: X) said that its pending non-monetary exchange of the plate mill at its Gary (Ind.) Works for the No. 2 pickle line at the Indiana Harbor Works of International Steel Group Inc., will result in a third quarter pre-tax charge of approximately $45 million to $50 million. In addition, as a result of the company's ongoing operating and administrative workforce reduction programs and the level of voluntary salaried retirements through September, the company expects to record several third quarter pre-tax charges for both union and nonunion employee retirement benefits totaling approximately $620 million. The company further noted a number of items that are expected to affect third quarter operating results, including: 1) estimated pre-tax costs of $20 million associated with the August power outage effects on operations in Michigan and Ohio, 2) weak Tubular results reflecting oil country tubular goods market conditions, 3) a pre-tax charge of $5 million to reserve for amounts owed by a raw materials customer who has filed for bankruptcy protection, and 4) a pre-tax charge of approximately $5 million related to capitalized costs of an abandoned software project at Transtar, Inc. a wholly owned subsidiary. U. S. Steel Chairman and CEO Thomas J. Usher said, "Despite the challenges of the third quarter, we have made significant progress integrating the assets we acquired from National Steel, and we are aggressively reducing our union and nonunion domestic workforce. As a result, we are on track to achieve our target of annual repeatable cost savings in excess of $400 million by the end of next year." U. S. Steel (S&P, BB- Corporate Credit Rating, Negative) expects to report third quarter results on October 28, 2003. For more information about U. S. Steel, visit http://www.ussteel.com WHEELING-PITTSBURGH: Wants Avoidance Actions Procedures Extended ---------------------------------------------------------------- The Wheeling-Pittsburgh Debtors ask Judge Bodoh to extend certain of the procedures previously approved in connection with the commencement by Debtor Wheeling-Pittsburgh Steel Corporation of adversary proceedings to: The Debtors ask Judge Bodoh to: (1) avoid and recover certain preferential or fraudulent transfers received by various entities or individuals from WPSC; and (2) disallow claims of the recipients of those transfers against WPSC. James M. Lawniczak, Esq., at Calfee Halter & Griswold LLP, in Cleveland, Ohio, recounts that in November 2002, WPSC commenced 366 avoidance complaints against various defendants. In May 2003, WPSC asked that summons be issued. Subsequent to the issuance of the summons in the Avoidance Actions, numerous Avoidance Action defendants began serving answers to the complaints. However, several defendants have not responded. WPSC wants to seek for default judgment against the Avoidance Action defendants who have not yet responded to the complaints filed against them. WPSC anticipates that, despite its best efforts to obtain good service, one or more of the defendants will assert insufficiency or failure of service of process as a defense. WPSC wants Judge Bodoh to cut off these prospective arguments now before they are made by permitting WPSC additional time to serve a second summons on those defendants who assert such defense. The Debtors want to extend these procedures in each Avoidance Action: (a) in each Avoidance Action, WPSC may seek issuance of a second summons from the Clerk of Court to serve on the defendant, together with a copy of the filed Avoidance Complaints, by January 12, 2004, or within a longer period as Judge Bodoh may order; and (b) the Court will suspend the scheduling of a pretrial conference, the disclosure requirements and all other proceedings arising in the Avoidance Action, pending the issuance of the summons and its service upon the defendants. The Debtors assert that the extension of these Procedures in all Avoidance Actions will provide an appropriate period for WPSC to move for default judgment and determine whether any Avoidance Action defendants will assert the defense of insufficiency or failure of service of process, while minimizing the time and expense that WPSC would otherwise have to spend in obtaining individual Court orders authorizing and approving the extension of the Procedures in each Avoidance Action. The Debtors believe that the extension of the Procedures in all Avoidance Actions will minimize the burden that the Clerk's office would otherwise face in having to enter individual orders approving the extension of the Procedures in each Avoidance Action. If approved and adopted, the Extended Procedures will continue to provide the parties a reasonable period of time to attempt to reach mutually satisfactory settlements, thereby eliminating the unavoidable expenses, burdens and risks associated with litigation. (Wheeling-Pittsburgh Bankruptcy News, Issue No. 47; Bankruptcy Creditors' Service, Inc., 609/392-0900) WOODLAND HATCHERY: Acquires Majority of Shares of Dwango North -------------------------------------------------------------- Pursuant to an Agreement and Plan of Reorganization dated September 19, 2003, among Woodland Hatchery, Inc. (which has changed its name to Dwango North America Corp.), a Nevada corporation, Cody T. Winterton, the principal shareholder of the Company, Dwango North America, Inc., a Texas corporation, and the securityholders of Dwango listed therein, the Company acquired a substantial majority of the issued and outstanding shares of common stock, par value $.001 per share, of Dwango and a substantial majority of the securities convertible into or exercisable for Dwango Common Stock in exchange for 4,420,534 shares of common stock, par value $.001 per share, of the Company and securities convertible into or exercisable for 6,327,584 shares of New Dwango Common Stock. The closing of the Exchange occurred on September 29, 2003. Prior to the Closing and in accordance with the terms of the Agreement, (i) the Company effected a one for 4.5 reverse stock split, leaving 2,548,889 shares of New Dwango Common Stock issued and outstanding, and (ii) Cody T. Winterton surrendered for cancellation 1,888,889 post-split shares of New Dwango Common Stock owned by him, representing 74.1 % of the issued and outstanding shares of New Dwango Common Stock prior to Closing. Accordingly, (i) the shareholders of the Company immediately prior to the Closing owned 660,000 shares of New Dwango Common Stock immediately after the Exchange and (ii) the shareholders of Dwango immediately prior to the Closing owned a substantial majority of the New Dwango Common Stock immediately after the Exchange. At the Closing, Robert E. Huntley exchanged (i) 1,472,250 shares of Dwango Common Stock for 2,051,553 shares of New Dwango Common Stock, and (ii) options to purchase 500,000 shares of Dwango Common Stock for options to purchase 696,741 shares of New Dwango Common Stock, 139,348 of which are exercisable within the next 60 days, resulting in the beneficial ownership by Mr. Huntley of approximately 42% of the issued and outstanding shares of New Dwango Common Stock after the Closing (24% on a fully-diluted basis). These transactions may be deemed to have resulted in a change in control of the Company from Cody T. Winterton to Robert E. Huntley. Pursuant to the Agreement, the directors and executive officers of the Company prior to the Closing resigned and the directors and executive officers of Dwango assumed the same positions with the Company. In this respect, Robert E. Huntley, L. Derrick Ashcroft, Joseph Allen, Jay F. Higgins and Paul Eibeler became directors of the Company. Robert E. Huntley became the Chairman of the Board, President and Chief Executive Officer, F. Conrad Hametner III became Chief Operating Officer, Jacques Faust became Chief Financial Officer and Rick Hennessey became Executive Vice President of the Company. Pursuant to the Agreement, the Company acquired a substantial majority of the issued and outstanding shares of Dwango Common Stock and a substantial majority of the securities convertible into or exercisable for shares of Dwango Common Stock. The Company intends to seek to acquire the remaining issued and outstanding shares of Dwango Common Stock and securities convertible into or exercisable for shares of Dwango Common Stock. Each Dwango shareholder who elected to participate in the Exchange received 1.3934814 shares of New Dwango Common Stock for each share of Dwango Common Stock so exchanged. Each holder of options, warrants or convertible notes of Dwango who elected to participate in the Exchange received a security of the Company comparable to the security of Dwango exchanged by such holder, except that (i) the number of shares for which the issued security was exercisable or into which it was convertible was a number of shares equal to the number of shares for which the Dwango security surrendered for exchange was exercisable or convertible multiplied by the Exchange Ratio, and (ii) the exercise or conversion price of the issued security was the exercise or conversion price of the Dwango security surrendered for exchange divided by the Exchange Ratio. At the Closing, the Company issued (i) 4,420,534 shares of New Dwango Common Stock in exchange for 3,172,294 shares of Dwango Common Stock, (ii) promissory notes in the principal amount of $2,450,000 convertible into 2,041,612 shares of New Dwango Common Stock at a conversion price of $1.20 per share, (iii) options to purchase 514,126 shares of New Dwango Common Stock at an exercise price of $.80 per share, (iv) options to purchase 806,498 shares of New Dwango Common Stock at an exercise price of $1.20 per share, (v) options to purchase 378,658 shares of New Dwango Common Stock at an exercise price of $1.32 per share, and (vi) warrants to purchase 2,586,690 shares of New Dwango Common Stock at an exercise price of $1.20 per share. Immediately following the Closing, the Company had 5,080,534 shares of New Dwango Common Stock, promissory notes convertible into 2,041,612 shares of New Dwango Common Stock, options convertible into 1,699,282 shares of New Dwango Common Stock, and warrants convertible into 2,586,690 shares of New Dwango Common Stock issued and outstanding. Immediately following the Closing, Dwango still had 389,402 shares of Dwango Common Stock, promissory notes convertible into 29,940 shares of Dwango Common Stock and warrants to purchase 29,940 shares of Dwango Common Stock issued and outstanding, owned by securityholders who had not participated in the Exchange. Under the terms of the Agreement and prior registration rights agreements entered into by Dwango, the Company agreed to file a registration statement under the Securities Act of 1933 to register the shares of New Dwango Common Stock underlying the convertible notes and certain of the warrants issued at the Closing. Accordingly, the Company is obligated to file a registration statement no later than four months after the Closing and use its reasonable commercial efforts to cause such registration statement to become effective as soon as practicable thereafter. In addition, the holders of certain shares of New Dwango Common Stock issued at the Closing, including shares of New Dwango Common Stock underlying warrants issued at the Closing, have "piggyback" registration rights which will allow them to have their shares registered in the registration statement to be filed by the Company. It is anticipated that the Company will also include certain warrants issued at the Closing in such registration statement. In connection with the Closing, in exchange for the surrender for cancellation by Cody Winterton of 1,888,889 shares of New Dwango Common Stock on a post-reverse stock split basis and his assumption of all liabilities of the Company existing at or relating to periods prior to the Closing, all pre-Closing assets of the Company were transferred to Cody T. Winterton and Dwango paid to Mr. Winterton $50,000. Immediately after Closing, on a consolidated basis, the only assets and liabilities of the Company were those of Dwango. In accordance with the terms of the Agreement, the Company filed an amendment to its Articles of Incorporation on September 26, 2003 to increase the number of shares of preferred stock, par value $.001 per share, of the Company authorized for issuance from five million to ten million and to change its name to "Dwango North America Corp." The consideration exchanged pursuant to the Agreement was negotiated at "arms-length" and the director of the Company used the following criteria in evaluating the merits of the transaction and amount of the consideration: the relative value of the assets of the Company in comparison to those of Dwango; Dwango's present and past business operations; the future potential of Dwango; Dwango's management; and the potential benefit to the stockholders of the Company. The director of the Company determined that the consideration for the exchange was reasonable, under the circumstances, in his good faith judgment. Neither the Company nor Dwango secured a fairness opinion or independent appraisal in connection with the determination of the Exchange Ratio or any of the other terms of the Agreement. No director, executive officer or beneficial holder of 5% or more of the shares of New Dwango Common Stock prior to Closing had any direct or indirect interest in Dwango or any of its affiliates prior to Closing. No director, executive officer or beneficial holder of 5% or more the shares of Dwango Common Stock prior to Closing had any direct or indirect interest in the Company or any of its affiliates prior to Closing. The transactions contemplated by the Agreement are intended to qualify as a tax-free reorganization pursuant to Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. The Company is a successor to and intends to continue the business operations conducted by Dwango prior to Closing. The following is a summary of certain information regarding Dwango. Where the context requires in the discussion below, "Dwango" refers to the Company after giving effect to the Exchange. Dwango develops and distributes wireless applications for users of next generation wireless devices. These applications include games, polyphonic musical ringtones and other entertainment content. Dwango is an early entrant into this market in the United States, a market that Dwango anticipates will grow rapidly. Dwango currently distributes its content through agreements with wireless carriers and a handset manufacturer. In addition to publishing its own content, Dwango publishes licensed content from third parties for distribution through its channels. Dwango has signed exclusive licensing agreements with Dwango Co., Ltd. ("Dwango Japan"), one of the leading developers of wireless entertainment and networking technology in Japan, which permit Dwango to use and exploit the wireless intellectual property of Dwango Japan (including software, technology, content and trademarks) in the United States, Canada and Mexico. Dwango Japan recently completed its initial public offering in Japan and was listed on the Tokyo Stock Exchange on July 17, 2003. Dwango has the opportunity to adapt and implement both current and future Dwango Japan technology and content for use in North America. Dwango Japan has established itself as a leading entertainment content and network technology provider for NTT DoCoMo's i-mode(TM) service, the largest wireless data service in the world. Dwango anticipates that it will benefit from its association with Dwango Japan. Robert E. Huntley, the founder and Chief Executive Officer of Dwango, is also a founder, the former Chairman of the Board and a shareholder of Dwango Japan. He continued as an active director of Dwango Japan until he stepped down in December 2001 following the establishment of Dwango. Dwango intends to utilize Dwango Japan's leadership position and proven wireless technology in the more mature Asian wireless market as a significant competitive advantage in the emerging North American market. Dwango intends to publish game titles licensed from Dwango Japan and also anticipates that it will implement current and future wireless technologies and content developed by Dwango Japan. Additionally, Dwango intends to pursue opportunities to develop and implement its own wireless portal and content for use in the U.S. wireless market, through internal development and strategic alliances. Dwango also intends to publish game titles from other leading Japanese wireless content developers. All of the major U.S. wireless carriers have recently launched their next generation of data services, known as "2.5G" and "3G." These new services allow for a significant expansion of options and features for wireless devices. In the later part of 2002, Dwango entered into agreements with AT&T Wireless and Verizon Wireless which provide the terms and conditions under which Dwango's applications may be made available to end-users of those carriers. Two of Dwango's games, STAR EXCEED(TM) and dwango Racing(TM), have launched with AT&T Wireless on the Motorola T720 wireless handset and with Verizon Wireless on the LG VX4400 wireless handset. Relationships are also being pursued with Alltel, Cingular, Nextel, Sprint PCS, and T-Mobile. In addition, Dwango has an agreement with NEC America, a major international handset manufacturer, to have Dwango game content preloaded on a next generation wireless handset. This handset became available for sale in July 2003. In April 2003, Dwango entered into a Letter of Intent to acquire Over-the-Air Wireless, Inc., a company engaged in the wireless ringtone business. The Letter of Intent provides, among other things, that Dwango will initially issue to the shareholders of such company 200,000 shares of Dwango common stock, prior to giving effect to the Exchange, subject to increase of up to an aggregate of 600,000 shares, prior to giving effect to the Exchange, depending upon the valuation of Dwango common stock in certain defined future transactions, including the Exchange. Dwango operates three divisions: dwango wireless, dwango media and dwango studios. o dwango wireless: is the publishing division of Dwango, and is responsible for maintaining distribution relationships with carriers and handset manufacturers and porting applications for use in the North American market; o dwango media: manages and creates media applications such as ringtones, graphic downloads and picture applications; and o dwango studios: encompasses the game studio which develops original game content. Although Dwango has three divisions, it operates in one segment and does not account for each division separately. It is contemplated that in the future any related businesses formed or acquired by Dwango will be operated in separate divisions. Dwango was incorporated in Texas on November 20, 2000. Its principal executive office is located at 5847 San Felipe Street, Suite 2825, Houston, Texas 77057. Its telephone number at such address is (713) 914-9600. WORLD AIRWAYS: Terminates 8% Conv. Debenture Exchange Offer ----------------------------------------------------------- World Airways, Inc. (Nasdaq: WLDA) announced that the exchange offer for its outstanding 8% Convertible Senior Subordinated Debentures due 2004 expired Thursday. The exchange offer was subject to various conditions, including the tender of at least $38,500,000 principal amount of existing debentures, representing approximately 95% of the outstanding existing debentures. At the expiration of the exchange offer, $7.2 million aggregate principal amount of existing debentures, representing 17.7% of the existing debentures outstanding, had been tendered. All existing debentures tendered pursuant to the exchange offer will be promptly returned to their holders. The restructuring of the existing debentures remains a condition to the final approval by the Air Transportation Stabilization Board of a federal loan guarantee of $27 million in support of a $30 million new term loan facility the Company is seeking from commercial lenders. The Company said that it continues to pursue the ATSB-backed loan guarantee. Although the Company's major debenture holders indicated in earlier discussions that they would not tender their debentures under the existing terms, World Airways said that it will continue to explore all available alternatives, and is continuing discussions with major holders of debentures regarding a possible transaction that would be acceptable to them and also satisfy the ATSB requirements. According to Hollis Harris, World Airways chairman and CEO, "We've made tremendous progress this year, and our forecast for the third quarter and full year is strong. The federal loan guarantee is an important step in the effort to improve our balance sheet and support our future growth plans. We are absolutely committed to finding ways to come to an agreement with our major debenture holders and to securing approval of the federal loan guarantee." Utilizing a well-maintained fleet of international range, wide- body aircraft, World Airways, Inc. has an enviable record of safety, reliability and customer service spanning more than 55 years. The Company is a U.S. certificated air carrier providing customized transportation services for major international passenger and cargo carriers, the United States military and international leisure tour operators. Recognized for its modern aircraft, flexibility and ability to provide superior service, World Airways, Inc. meets the needs of businesses and governments around the globe. For more information, visit the Company's Web site at http://www.worldair.com World Airways Inc.'s March 31, 2003 balance sheet shows a working capital deficit of about $22 million, and a total shareholders' equity deficit of about $22 million. WORLDCOM INC: Extends Tender Offer for Class A Shares of Digex -------------------------------------------------------------- MCI (WCOEQ, MCWEQ) has extended the deadline for its tender offer for all of the outstanding shares of Class A Common Stock of Digex, Incorporated (OTC Bulletin Board: DIGX) for $0.80 per share net to the seller in cash. The tender offer, as extended, will now expire at 5:00 p.m., New York City time, on October 17, 2003. The tender offer was scheduled to expire at 5:00 p.m., New York City time, on October 10, 2003. As of the date hereof, approximately 9,391,112 shares of Class A Common Stock have been validly tendered (and not properly withdrawn). MCI's tender offer remains subject to further extension. Any such extension will be followed as promptly as practicable by public announcement thereof, and such announcement will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. Stockholders of Digex have the right to withdraw shares of Class A Common Stock that have been tendered until the expiration date of the tender offer, as extended. MCI may retain the shares of Class A Common Stock that have been tendered and not withdrawn until the expiration of the tender offer as extended. Georgeson Shareholder Communications Inc. is acting as the Information Agent in connection with the tender offer and can be contacted at (212) 440-9800 (for banks and brokers) or (866) 295- 8105 (toll free for all others). Documentation relating to the offer, may be obtained free of charge at the SEC's Web site -- http://www.sec.gov-- or by contacting Georgeson Shareholder Communications. Digex stockholders and other interested parties are urged to read the documentation relating to the offer because it contains important information. WorldCom, Inc. (WCOEQ, MCWEQ), which currently conducts business under the MCI brand name, is a leading global communications provider, delivering innovative, cost-effective, advanced communications connectivity to businesses, governments and consumers. With the industry's most expansive global IP backbone, based on company-owned POPs, and wholly-owned data networks, WorldCom develops the converged communications products and services that are the foundation for commerce and communications in today's market. For more information, go to http://www.mci.com Digex is a leading provider of enterprise hosting services. Digex customers, from Fortune 1000 companies to leading Internet-based businesses, leverage Digex's trusted infrastructure and advanced services to successfully deploy business-critical and mission- critical Web sites, enterprise applications and Web Services on the Internet. Additional information on Digex is available at http://www.digex.com WORLDCOM INC: Intends to Assume Wilmington Trust Fiber Lease ------------------------------------------------------------ Worldcom Inc., and its debtor-affiliates want to assume a December 1986 Leveraged Lease Financing of a Fiber Optic Telecommunications Facility and related ancillary and guaranty agreements with Wilmington Trust Company and William J. Wade, as Owner Trustee. Wilmington Trust originally contracted the Fiber Lease Agreement with Williams Telecommunications Company. MCI WorldCom Network Services, Inc. succeeded WilTel. Concurrent with the Fiber Lease Agreement, the Debtors and Wilmington executed a participation agreement on April 15, 1987 with: -- Ford Motor Credit Company or FMCC, as Owner Participant, -- certain Banks, as Loan Participants, and -- Connecticut Bank and Trust Company, National Association or CBT as Indenture Trustee. The Participation Agreement underwent three amendments in 1992, 1995 and 2000. The DFO Partnership later succeeded Ford, and State Street Bank and Trust Company succeeded Connecticut Bank. The Ancillary Agreements include a Property Rights Agreement, a Support Agreement, a Trust Agreement, and a Tax Indemnification Agreement. Eric B. Miller, Esq., at Piper Rudnick LLP, in Baltimore, Maryland, informs the Court that the original cost of the facilities subject to the Fiber Lease was $61,200,000. The Fiber Facility include the entire fiber optics telecommunications system comprising 747 route miles starting in Salt Lake City, Utah and ending in Los Angeles, California and running through the states of Utah, Nevada and California. The Fiber Lease expires on July 15, 2007. According to Mr. Miller, the remaining rent payments under the Lease through July 15, 2007 total $31,386,226. In addition, $7,500,000 constitutes prepetition arrearage with respect to the rental payment that was due on July 15, 2002. Upon the assumption of the Fiber Lease and the Related Agreements, the prepetition arrearage will have to be paid as a cure payment under Section 365 of the Bankruptcy Code. The Fiber Lease grants the Debtors with an option to purchase the Fiber Facility at the end of the term for a price equal to the Fair Market Sale Value of the facility pursuant to the Lease. Mr. Miller relates that the Debtors evaluated the relative costs and benefits associated with the assumption and the rejection of the Fiber Lease, including the feasibility of migrating the traffic that utilizes the Fiber Facility in a limited time window. The Debtors determined that the best course of action was to attempt to negotiate an amendment of certain of the financial terms of the Fiber Lease. In particular, the Debtors determined to establish a maximum purchase price cap for the Fiber Facility if they decide to exercise their end of term buy out option and fixed annual rental payments through 2007. On September 5, 2003, the Debtors and Wilmington executed a rider to the Lease that: -- modifies the Purchase Option Section to establish a fixed purchase price for the Fiber Facility; -- amends the definition of the term "Services Commencement Date"; -- amends the notification parties under the Fiber Lease; and -- fixes the annual rent payment at $5,117,700. The Rider provides that upon not less than 12 nor more than 15 months' prior written notice to Wilmington, the Debtors can exercise an option to purchase the Fiber Facility on the last day of the Term for a cash purchase price equal to the lesser of Fair Market Sale Value of the Facility as determined as of the date of purchase or $3,825,000. The Rider eliminates the uncertainty associated with an appraisal or Fair Market Sale Value determination by setting a maximum purchase price of $3,825,000. Mr. Miller notes that the assumption of the Fiber Lease, as modified, the Guaranty and the Related Agreements, and all necessary and related actions will be effective after these events have occurred: (i) an order approving the assumption of the Fiber Lease, as modified, the Guaranty and Related Agreements, and authorizing the payment of the Prepetition Arrearage, has been entered by the Court; (ii) the effective date of the Debtors' Plan; and (iii) the Prepetition Arrearage payment has been received by State Street Bank. The assumption of the Lease and related agreements must be approved, Mr. Miller asserts, since this is based on the Debtors' business judgment. The Rider establishes a maximum purchase price cap for the Fiber Facility if the Debtors decide to exercise their end of term buy out option. With the Lease modification, the Debtors will save as much as $10,915,425 over the Lease term. The Lease modifications also eliminate any contingency planning necessary to address an uncertain and unfavorable fair market value determination at the end of the term of the Fiber Lease. If WorldCom were to reject the Fiber Lease, they would face an untenable prospect of migrating traffic from the Fiber Facility to alternative fiber routes that presents an unacceptable risk of disruption. (Worldcom Bankruptcy News, Issue No. 39; Bankruptcy Creditors' Service, Inc., 609/392-0900) W.R. BERKLEY: Files Universal Shelf Registration Statement ---------------------------------------------------------- W. R. Berkley Corporation (NYSE: BER) has filed a universal shelf registration statement with the Securities and Exchange Commission. This registration statement, which replaces the Company's previous shelf registration statement, will allow the Company to offer from time to time up to $750 million in various types of securities, including debt, preferred stock, common stock, warrants and depositary shares. After the registration statement has been declared effective, the Company may sell the securities in one or more separate offerings in amounts, at prices and on terms to be determined at the time of sale. The Company does not have any current plans to sell securities under the new registration statement. If and when the Company offers any securities under the new registration statement, the Company will prepare and make available a prospectus supplement that includes the specific terms of the securities being offered. A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. Founded in 1967, W. R. Berkley Corporation (A.M. Best, bb+ Preferred Securities Rating) is an insurance holding company which operates in five segments of the property casualty insurance business: specialty insurance, alternative markets, reinsurance, regional property casualty insurance and international. XCEL ENERGY: Receives SEC Order on NRG Energy's Bankruptcy ---------------------------------------------------------- Xcel Energy (NYSE:XEL) has received the necessary order from the SEC under the Public Utility Holding Company Act regarding the bankruptcy filing of its subsidiary, NRG Energy. The order from the SEC was needed before NRG could solicit approval from its creditors of its plan of reorganization. NRG will now submit the solicitation materials and related plan documentation to the bankruptcy court for final approval before sending the materials to NRG's creditors for a vote. "We are very pleased to have the SEC approval in hand," said Dick Kelly, Xcel Energy vice-president and chief financial officer. "NRG's advisors have informed us that they are prepared to send the solicitation materials to NRG's creditors as soon as the bankruptcy court gives its approval. Receiving SEC approval at this time is another key step towards meeting our timeline for a final resolution by mid-December." Xcel Energy is a major U.S. electricity and natural gas company with regulated operations in 12 Western and Midwestern states. Xcel Energy provides a comprehensive portfolio of energy-related products and services to 3.3 million electricity customers and 1.7 million natural gas customers through its regulated operating companies. In terms of customers, it is the fourth-largest combination natural gas and electricity company in the nation. Company headquarters are located in Minneapolis. More information is available at http://www.xcelenergy.com * KPMG LLP Names Richard A. Brown Milwaukee Managing Partner ------------------------------------------------------------ KPMG LLP, the audit and tax firm, has appointed Richard A. Brown as managing partner in Milwaukee. Brown has announced that his initial goals will be to assure existing clients are well served, grow the client base and expand the size of the office. "We chose Rick for this managing partner role because of his nearly two decades of experience, his in-depth knowledge of the needs of Milwaukee-area companies, his understanding of the business marketplace here, and his ties to the community," said Paul Snyder, Midwest area managing partner of KPMG's Assurance practice. "KPMG has experienced over 20 percent growth during the past year in Milwaukee, and we anticipate continued expansion in this market, spurred by positive business indicators in the city and the optimism of a general turnaround in the national economy overall," said Brown. "We are actively recruiting to meet this expansion." Brown began his career with KPMG in 1970, and was named a partner 10 years later. He has worked in KPMG's Milwaukee office for the last 19 years, having served the firm as an SEC Partner, Associate SEC Partner, Office Risk Management Partner and National Account Lead Partner. He obtained his degree in Accounting from the University of South Florida in 1970, and was licensed as a Certified Public Accountant a year later. Brown is a member of the American Institute of Certified Public Accountants, Wisconsin Institute of Certified Public Accountants, Financial Executives Institute, Wisconsin Bankers Association and the Financial Managers Society. He is also a Board member of Economics Wisconsin and the Mequon-Thiensville School District having previously been the President. As part of the expansion program, KPMG also announced that Partner Gregory L. Ryan has re-located to Milwaukee from Chicago to handle client service duties. Ryan has served clients in the electronics sector, and has also worked in the consumer and industrial markets. He also has significant experience working with SEC issues. A graduate of Marquette University in 1990, Ryan spent his first nine years with KPMG in Milwaukee, and relocated to the Chicago office in December 1999. KPMG LLP is the audit and tax firm that has maintained a continuous commitment throughout its history to providing leadership, integrity and quality to the capital markets. The Big Four firm with the strongest growth record over the past decade, KPMG offers clients scale, global reach, industry insights, and a multidisciplinary range of services. KPMG LLP -- http://www.us.kpmg.com-- is the U.S. member firm of KPMG International. KPMG International's member firms have nearly 100,000 professionals, including 6,600 partners, in 150 countries. * Large Companies with Insolvent Balance Sheets ----------------------------------------------- Total Shareholders Total Working Equity Assets Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------------ ------- -------- Alliance Imaging AIQ (39) 683 43 Akamai Technologies AKAM (168) 230 60 Alaris Medical AMI (32) 586 173 Amazon.com AMZN (1,353) 1,990 550 Aphton Corp APHT (11) 16 (5) Arbitron Inc. ARB (100) 156 (2) Alliance Resource ARLP (46) 288 (16) Atari Inc. ATAR (97) 232 (92) Actuant Corp ATU (44) 295 18 Avon Products AVP (91) 3,327 73 Saul Centers Inc. BFS (13) 389 N.A. Blount International BLT (369) 428 91 Cincinnati Bell CBB (2,104) 1,467 (327) Cubist Pharmaceuticals CBST (7) 221 131 Choice Hotels CHH (114) 314 (37) Columbia Laboratories COB (8) 13 5 Campbell Soup Co. CPB (114) 5,721 (1,479) Caraco Pharm Labs CPD (20) 20 (2) Centennial Comm CYCL (579) 1,447 (98) Echostar Comm DISH (1,206) 6,210 1,674 D&B Corp DNB (19) 1,528 (104) WR Grace & Co. GRA (222) 2,687 587 Graftech International GTI (351) 859 108 Hexcel Corp HXL (127) 708 (531) Integrated Alarm IASG (11) 46 (8) Imax Corporation IMAX (104) 243 31 Imclone Systems IMCL (186) 484 139 Inkine Pharm INKP (6) 14 5 Gartner Inc. IT (29) 827 1 Journal Register JRC (4) 702 (20) KCS Energy KCS (30) 268 (16) Kos Pharmaceuticals KOSP (75) 69 (55) Lodgenet Entertainment LNET (101) 298 (5) Level 3 Comm Inc. LVLT (240) 8,963 581 Memberworks Inc. MBRS (21) 281 (100) Moody's Corp. MCO (327) 631 (190) McDermott International MDR (417) 1,278 154 McMoRan Exploration MMR (31) 72 5 Maguire Properti MPG (159) 622 N.A. MicroStrategy MSTR (34) 80 7 Northwest Airlines NWAC (1,483) 13,289 (762) ON Semiconductor ONNN (525) 1,243 195 Petco Animal PETC (11) 555 113 Primus Telecomm PRTL (168) 724 65 Per-Se Tech Inc. PSTI (39) 209 32 Qwest Communications Q (1,094) 31,228 (1,167) Rite Aid Corp RAD (93) 6,133 1,676 Ribapharm Inc RNA (363) 199 92 Sepracor Inc SEPR (392) 727 413 Sigmatel Inc. SGTL (4) 18 (1) St. John Knits Int'l SJKI (76) 236 86 Solutia Inc. SOI (249) 3,342 (231) I-Stat Corporation STAT 0 64 33 Syntroleum Corp. SYNM (1) 47 14 Town and Country Trust TCT (2) 504 N.A. Tenneco Automotive TEN (75) 2,504 (50) TiVo Inc. TIVO (25) 82 1 Triton PCS Holdings TPC (60) 1,618 173 UnitedGlobalCom UCOMA (3,040) 5,931 (6,287) United Defense I UDI (30) 1,454 (27) Ultimate Software ULTI (7) 31 (10) UST Inc. UST (47) 2,765 829 Valassis Comm. VCI (33) 386 80 Valence Tech VLNC (17) 36 4 Ventas Inc. VTR (54) 895 N.A. Warnaco Group WRNC (1,856) 948 471 Western Wireless WWCA (464) 2,399 (120) Xoma Ltd. XOMA (11) 72 30 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com. Bond pricing, appearing in each Thursday's edition of the TCR, is provided by DebtTraders in New York. DebtTraders is a specialist in global high yield securities, providing clients unparalleled services in the identification, assessment, and sourcing of attractive high yield debt investments. For more information on institutional services, contact Scott Johnson at 1-212-247-5300. To view our research and find out about private client accounts, contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing available at http://www.debttraders.com/ Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter A. Chapman, Editors. Copyright 2003. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $675 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***