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/raid1/www/Hosts/bankrupt/TCR_Public/031230.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, December 30, 2003, Vol. 7, No. 256 Headlines AES CORP: Will Redeem $19.7MM of Outstanding 10% Sr. Sec. Notes AES CORP: Completes Sale of 39% Stake in AES Oasis for $150 Mil. AES CORP: Panama Unit Completes $320-Mil. Financing Transaction AFFILIATED FOODS: Taps Rosenstein Fist as Chapter 11 Attorney ALLEGIANCE TELECOM: Bankruptcy Raises Going Concern Uncertainty ALZHEIMER'S DISEASE: Case Summary & Largest Unsecured Creditors AMERCO: Plan Solicitation Period Intact Until February 28 AMERICA WEST: Inks Agreements to Acquire Four Aircraft in 2004 AMERICAN GREETINGS: Third-Quarter Results Show Solid Performance AMKOR TECHNOLOGY: Will Present at Needham Conference on Jan. 8 ANC RENTAL: Creditors' Ballots are Due Today ANTEON INT'L: Completes Tender Offer for 12% Senior Sub. Notes ASANTE TECH.: Ramius Capital, et al. Disclose 5.28% Equity Stake ASBURY AUTOMOTIVE: Completes $200MM Senior Sub. Debt Offering ATLANTIC COAST: Lauds Mesa's Decision to Terminate Take-Over Bid AURORA FOODS: Intends to Afford Critical Vendor Claims Priority AVANI INTERNATIONAL: Recurring Losses Raise Going Concern Doubt BAXTER UTILITIES: Case Summary & 20 Largest Unsecured Creditors BIOVAIL: Terminates Co-Promote Arrangement with Reliant Pharma. BLOUNT INT'L: Thomas J. Fruechtel Elected to Board of Directors BRIDGE INFORMATION: Court Approves Nasdaq Claim Settlement Pact CAMBEX: Working Capital Deficit Raises Going Concern Doubt CONSOL ENERGY: Reports Lower Coal Production in November 2003 CONSTAR INT'L: Arranges New $75-Million Second Lien Term Loan COVANTA ENERGY: Provides Overview of Second Joint Plan of Reorg. DA CONSULTING: Commences Chapter 7 Liquidation in Houston, Texas DA CONSULTING: Voluntary Chapter 7 Case Summary DELTA WOODSIDE: Appoints Michael R. Harmon to Board of Directors DII INDUSTRIES: Court Waives Investment and Deposit Guidelines DIRECTV LATIN: Removal Period Extension Hearing Set for Jan. 9 DUANE READE: Oak Hill Capital Partner Agrees to Acquire Company EL PASO: Gets Regulatory Nod to Complete East Power Asset Sale EL PASO: Prices Shares Offering for Western Energy Settlement ELAN CORP: Selling European Sales and Marketing Biz. for $120MM EMMIS COMMS: Selling Controlling Interest in Votionis SA for $7M ENRON: ENA Wants Clearance to Sell Overriding Royalty Interests EXIDE TECHNOLOGIES: Hires Monroe Mendelsohn as Expert Witness FAIRFAX FINANCIAL: Declares Annual Dividend Payable on Jan. 28 FAO INC: Inks $20 Mill. Pact to Sell Certain FAO Schwartz Assets FFP OPERATING: Committee Turns to KPMG for Financial Advice FLEMING: Wants Nod to Terminate JP Morgan/Chase Letter of Credit FMC: Lenders Cut Term Loan Facility Margin by 225 Basis Points FRIENDS IVORY: New York-Based Trust Company Dissolves GINGISS GROUP: Lowenstein Sandler Serving as Committee's Counsel GLOBAL CROSSING: Files Quarterly and Current Reports with SEC HASBRO INC: Wizards of the Coast Will Close Retail Stores HAYES LEMMERZ: Lacks Industries Wants $12M Admin Expense Payment IMC GLOBAL: Will Propose Merger Deal to Phosphate Resource ISLE OF CAPRI: Names Marlon Phoenix to Head Mississippi Property KAISER ALUMINUM: Retirees' Committee Taps FTI as Fin'l Advisor L-3: Clarifies Acquisition of IPICOM Defense & Aerospace Assets LAIDLAW INT'L: Will Publish 1st-Quarter 2004 Results on Jan. 13 LAIDLAW INC: Laidlaw Int'l Discloses Post-Confirmation Exposure LCM ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors MARINER HEALTH: Highland Discloses Transactions on Securities MCMORAN EXPLORATION: James R. Moffett Reports 8.9% Equity Stake MEDINEX SYSTEMS: David Smith Discloses 19.8% Equity Stake MERCER INT'L: Adopts Shareholder Protection Rights Plan MIKOHN GAMING: EVP Denny Garcia Will Retire Effective Dec. 31 MIRANT: Federal Judge Denies Request to Terminate Pepco Pacts MIRANT CORP: Mirant Americas Sues City of Vernon to Recoup $14MM MKTG SERVICES: Formally Changes Name to Media Services Group Inc NAT'L CENTURY: Wants to Expand American Express Engagement Scope NAT'L STEEL: Intends to Adopt Retirees Benefit Trust Amendment NRG ENERGY: Secures Court Approval for GE Settlement Agreement OLYMPIC WORLD: Three Directors at Royal Olympic Cruise Resign OWENS CORNING: Solicitation Exclusivity Intact Until July 1 OXFORD AUTOMOTIVE: Delivers Q2 Report Letter to New Bondholders PACIFIC GAS: Secures Nod to Compromises Claims Against El Paso PARMALAT GROUP: Clesa S.A. Distances Itself from Parmalat Parent PENN TREATY AMERICAN: Adds Peter M. Ross to Board of Directors PG&E NATIONAL: Court Okays KPMG Engagement as Internal Auditor REDBACK NETWORKS: Earns Nod to Hire Pachulski Stang as Co-Counsel RELIANCE: Liquidation Gets Nod for Coast Insurance Settlement REMEDENT USA: Sept. 30 Balance Sheet Upside-Down by $860,000 RICA FOODS: Avicola Campesinos Acquires 77.2% Equity Stake SELECT MEDICAL: Posts Stock Price Adjustment After Reverse Split SOLUTIA INC: Will Honor & Pay $5-Mill. of Critical Vendor Claims SO. CALIF. EDISON: Will Redeem Three Series of Outstanding Bonds SPARTAN STORES: Secures $185 Million in New Credit Facilities SPIEGEL GROUP: Proposes Uniform Hilco & Ozer Bidding Procedures SPX CORP: Will Pay Down $200MM of Term Loan Owed to JP Morgan STAR PRINTING: Case Summary & 20 Largest Unsecured Creditors STOLT-NIELSEN: Covenant Default Waivers Extended Until May 21 STOLT OFFSHORE: Extraordinary Shareholders' Meeting on Jan. 19 SYNDICATED FOOD: Capital Deficits Raise Going Concern Doubt TESORO PETROLEUM: Completes Divestiture of Marine Services TEXAS PETROCHEMICALS: Court Fixes Jan. 17, 2004 Claims Bar Date TEXAS PETROCHEMICALS: Court Expected to Consider Plans Next Month THAXTON GROUP: Committee Taps Moses & Singer as Attorneys TRANS ENERGY: Sept. 30 Balance Sheet Upside-Down by $5 Million TRI-UNION: Brings-In Gibbs & Bruns as Special Litigation Counsel TRUE RELIGION: Hires Stonefield Josephson as External Auditors UAL CORP: Reports Improved November 2003 Financial Results UNITED AIRLINES: Mesa Confirms Termination of MOU with United UNIVERSAL HEALTH: Will Purchase Lakeland Medical Center in Jan. VERIDIUM CORP: Completes Financing and Debt Restructuring Deals WABASH NATIONAL: Sells Remaining Finance Portfolio to Milestone WESTERN UNITED: Goes into Voluntary Administrative Supervision WESTERN UNITED: Will Appeal AMEX Delisting Determination WESTERN UNITED: A.M. Best Junks Financial Strength Ratings WORLDCOM INC: Resolves Claims Dispute with NTS Communications * Large Companies with Insolvent Balance Sheets ********* AES CORP: Will Redeem $19.7MM of Outstanding 10% Sr. Sec. Notes --------------------------------------------------------------- The AES Corporation (NYSE:AES) has called for redemption $19,719,000 aggregate principal amount of its outstanding 10% Senior Secured Notes due 2005. The notes will be redeemed on a pro rata basis on January 22, 2004 at a redemption price equal to 100% of the principal amount thereof to be redeemed plus accrued and unpaid interest to the redemption date. The redemption is being made out of "excess asset sale proceeds" and reflects the portion of asset sale proceeds allocable to the notes primarily from AES's sale of a minority interest in AES Oasis Limited. AES -- whose senior unsecured debt is rated at 'B' by Fitch -- is a leading global power company comprised of contract generation, competitive supply, large utilities and growth distribution businesses. The company's generating assets include interests in 118 facilities totaling over 45 gigawatts of capacity, in 28 countries. AES's electricity distribution network sells 89,614 gigawatt hours per year to over 11 million end-use customers. For more general information visit http://www.aes.com/ AES CORP: Completes Sale of 39% Stake in AES Oasis for $150 Mil. ---------------------------------------------------------------- The AES Corporation (NYSE:AES) completed the sale of approximately 39% of its interest in AES Oasis Limited for $150 million to the IDB Infrastructure Fund L.P., managed by Emerging Markets Partnership (Bahrain) E.C. AES Oasis is a newly created company which owns a 90% interest in each of AES Lalpir and AES Pakgen, two oil-fired plants totaling 695 MW in Pakistan; and an 85% interest in AES Barka, a 427 MW & 20 MIGD power generation and water desalination plant in the Sultanate of Oman. Paul Hanrahan, President and Chief Executive Officer of AES commented, "We are very pleased to have the IDB Infrastructure Fund as our partner. In addition to the value that the Fund can add to our existing businesses in AES Oasis, its participation as a strategic partner will also be helpful in identifying quality growth opportunities in the region." AES -- whose senior unsecured debt is rated at 'B' by Fitch -- is a leading global power company comprised of contract generation, competitive supply, large utilities and growth distribution businesses. The company's generating assets include interests in 118 facilities totaling over 45 gigawatts of capacity, in 28 countries. AES's electricity distribution network sells 89,614 gigawatt hours per year to over 11 million end-use customers. For more general information visit http://www.aes.com/ AES CORP: Panama Unit Completes $320-Mil. Financing Transaction --------------------------------------------------------------- The AES Corporation's (NYSE:AES) subsidiary, AES Panama, closed a $320 million financing for its portfolio of power facilities in Panama, replacing a construction facility closed in September 2002. The four tranche transaction involved a local and international bank facility, an institutional facility and an export credit guaranteed facility with tenors ranging from ten to fifteen years. The non-recourse financing involves 18 institutions, and received an international investment grade rating of "BBB-" (Triple B Minus) from Fitch Ratings. "We are very pleased with this transaction," stated Paul Hanrahan, President and Chief Executive Officer of AES. "The success of this financing underscores the fact that a well-managed generation portfolio with solid fundamentals, such as AES Panama, can attract capital despite the limited appetite of banks to lend to the power sector." AES Panama, the largest electric generating company in Panama, owns three operating hydroelectric facilities and one thermal facility totaling 500MW: the recently completed 120MW Esti hydro facility, the 90MW Chiriqui facility, the 248MW Bayano facility, and the 42MW thermal facility. The Bayano facility, is also completing an expansion and upgrade that included the addition of a third unit as well as rehabilitation and upgrade of two existing units, which will increase the overall installed capacity of AES Panama to 512MW when the last upgrade is completed in March 2004. "AES Panama is delighted to have achieved this financing for our strong portfolio of assets." said David Sundstrom, President and General Manager of AES Panama. "With the participation of Panamanian and international banks, and institutional investors, we are also pleased to have achieved the largest private financing in the history of the Panama banking sector." AES -- whose senior unsecured debt is rated at 'B' by Fitch -- is a leading global power company comprised of contract generation, competitive supply, large utilities and growth distribution businesses. The company's generating assets include interests in 118 facilities totaling over 45 gigawatts of capacity, in 28 countries. AES's electricity distribution network sells 89,614 gigawatt hours per year to over 11 million end-use customers. For more general information visit http://www.aes.com/ AFFILIATED FOODS: Taps Rosenstein Fist as Chapter 11 Attorney ------------------------------------------------------------- Affiliated Food Stores, Inc., is asking the U.S. Bankruptcy Court for the Northern District of Oklahoma for authority to appoint Rosenstein, Fist & Ringold, PC as its counsel in this case. Rosenstein Fist, in the ordinary course of representing the Debtor, has brought and continues to pursue collection actions customers who are stockholders of the Debtors or hold patronage certificates issued by Affiliated. The Debtor tells the Court that it needs the continued services of Rosenstein Fist in this case. Rosenstein Fist consists of licensed attorneys who: a) are well-qualified in bankruptcy matters, b) do not hold or represent an interest adverse to the estate; c) are disinterested persons; d) have not serves as examiners in this case; and e) do not, in connection with this case, represent a creditor. Rosenstein Fist is familiar with the Debtor's corporate financial structure and its business operations. Rosenstein Fist has served the Debtor for about 65 years. The professionals who will be working in this case, and their current rates, are: J. Douglas Mann $225 per hour John E. Howland $210 per hour Jerry Zimmerman $205 per hour Bryan K. Drummond $155 per hour Eric D. Wade $130 per hour Jeannie Anthony $65 per hour Affiliated Food Stores, Inc., a retailer headquartered in Abilene, Texas, filed for chapter 11 protection on December 2, 2003 (Bankr. N.D. Okla. Case No. 03-07101). John E. Howland, Esq., at Rosenstein, Fist & Ringold represents the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed $17,387,901 in total assets and $14,505,402 in total debts. ALLEGIANCE TELECOM: Bankruptcy Raises Going Concern Uncertainty --------------------------------------------------------------- Allegiance Telecom, Inc., is a facilities-based national local exchange carrier that provides integrated telecommunications services to business, government and other institutional users in major metropolitan areas across the United States of America and it is focused primarily on small to medium-sized businesses. Allegiance Telecom,Inc. was incorporated on April 22, 1997, as a Delaware corporation. The Company provides service in major metropolitan areas in the United States of America as follows: Atlanta, Austin, Baltimore, Boston, Chicago, Cleveland, Dallas, Denver, Detroit, Fort Lauderdale, Fort Worth, Houston, Long Island, Los Angeles, Miami, Minneapolis/St. Paul, New York City, Northern New Jersey, Oakland, Ontario/Riverside, Orange County, Philadelphia, Phoenix, Pittsburgh, Portland, Sacramento, St. Louis, San Antonio, San Diego, San Francisco, San Jose, Seattle, Tampa, Washington, D.C., West Palm Beach/Boca Raton and White Plains. On May 14, 2003, Allegiance Telecom, Inc. and all of its direct and indirect wholly owned subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York in order to facilitate the restructuring of the Company's debt, trade liabilities and other obligations. The Company is currently operating as "debtors-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and applicable court orders. In general, as debtors-in-possession, the Company is authorized under Chapter 11 to continue to operate as an ongoing business, but may not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. There is substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon, but not limited to, formulation, approval, and confirmation of a plan of reorganization and the ability to obtain positive results of operations. Because of the ongoing nature of the reorganization cases, the outcome of which is not presently determinable, the unaudited condensed consolidated financial statements of the Company are subject to material uncertainties. Allegiance Telecom has indicated that it can give no assurance that the Company will be successful in reorganizing its affairs within the Chapter 11 bankruptcy proceedings. ALZHEIMER'S DISEASE: Case Summary & Largest Unsecured Creditors --------------------------------------------------------------- Lead Debtor: Alzheimer's Disease Alliance of Western Pennsylvania, Inc. dba Alzheimer's Disease Alliance 5180 Campbell's Run Rd. Pittsburgh, Pennsylvania 15205 Bankruptcy Case No.: 03-35706 Debtor affiliates filing separate chapter 11 petitions: Entity Case No. ------ -------- Ronald Reagan Atrium I Nursing 03-35808 Rehabilitation & Alzheimer's Research Center, Inc. Type of Business: The Debtor is a health care organization devoted to finding a cure for Alzheimer's disease. See http://www.alzheimersdisease.org/ for more information. Chapter 11 Petition Date: December 18, 2003 Court: Western District of Pennsylvania (Pittsburgh) Judge: Bernard Markovitz Debtors' Counsel: Lawrence C. Bolla, Esq. Quinn Buseck Leemhuis Toohey & Kroto Inc. 2222 West Grandview Boulevard Erie, PA 16506-4508 Tel: 814-833-2222 Estimated Assets Estimated Debts ---------------- --------------- Alzheimer's Disease Alliance $10 M to $50 M $500,000 to $1 M of Western Pennsylvania, Inc. Ronald Reagan Atrium I $1 M to $10 M $500,000 to $1 M Nursing Rehabilitation & Rehabilitation & Alzheimer's Research Center, Inc. A. Alzheimer's Disease Alliance's 11 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Omni Health Care $190,000 U.S. Food Service, Inc. $180,000 Cappozzi & Assciates $130,000 Medline Health Care Professionals, Inc. $40,000 Duquesne Light $40,000 American Medical Staffing Svc. $40,000 Equitable Gas $30,000 Lawrence Zuraqsky, Esq. $30,000 Ruth J. Lawry and Thomas J. Lawry, Sr. $1 Mahmood Ahmed Usman $1 Estate of Mabel Taylor $1 B. Ronald Reagan Atrium I's 11 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Alzheimer's Disease Alliance of $1,000,000 Western Pennsylvania 5180 Campbell 's Run Rd. Pittsburgh, PA 15205 U.S. Food Service, Inc. $150,000 Omnicare Healthcare $150,000 Capozzi & Associates $120,000 American Medical Staffing $34,000 Mahmood Ahmed Usman $25,010 Lawrence Zuraqsky, Esq. $25,000 Robinson Emergency Medical Service $25,000 Robinson Twp. Water Authority $25,000 Blackburn's Pharmacy $20,000 Medline Health Care Professionals, Inc. $20,000 AMERCO: Plan Solicitation Period Intact Until February 28 --------------------------------------------------------- U.S. Bankruptcy Court Judge Zive extended the AMERCO Debtors' exclusive right to solicit acceptances of the Plan until February 28, 2004, without prejudice to seek further extension. (AMERCO Bankruptcy News, Issue No. 16 Bankruptcy Creditors' Service, Inc., 215/945-7000) AMERICA WEST: Inks Agreements to Acquire Four Aircraft in 2004 -------------------------------------------------------------- America West Airlines (NYSE: AWA) reached agreements with lessors to add four aircraft to its fleet in 2004. The airline previously announced its plans to increase capacity by 10 percent during 2004 through a combination of increased utilization and additional aircraft. With the acquisition of these four aircraft and the scheduled delivery of two additional airplanes in late 2004, America West now has sufficient capacity to meet its growth plans for 2004. The airline has signed a lease agreement for one Airbus A320 aircraft from Boullioun Aviation Services, Inc., and a Letter of Intent for three additional A320 aircraft from International Lease Finance Corporation. The length of these lease agreements range from four to seven years, and all aircraft are expected to be in service by June 1, 2004. "With the successful transformation of America West into a full- service, low-fare carrier, and with increasing consumer demand for our service, we believe we are in the right position to grow," said Doug Parker, chairman and chief executive officer. "This is great news for customers who will have more opportunities to take advantage of America West's competitive fares and outstanding service. It is also great news for the America West team as we have already begun hiring in every labor group and expect to hire more than 1,000 new employees in 2004." Founded in 1983 and proudly celebrating its 20-year anniversary in 2003, America West Airlines (Fitch, CCC Senior Unsecured Debt Rating, Stable Outlook) is the nation's second largest low-fare airline and the only carrier formed since deregulation to achieve major airline status. America West's 13,000 employees serve nearly 55,000 customers a day in 93 destinations in the U.S., Canada, Mexico and Costa Rica. AMERICAN GREETINGS: Third-Quarter Results Show Solid Performance ---------------------------------------------------------------- American Greetings Corporation (NYSE: AM) announced results in line with its estimate for the third quarter of fiscal 2004. The Corporation also announced the repurchase of $63.6 million of its 11.75 percent subordinated notes. American Greetings reported net income of $46.4 million, or 60 cents per share, on net sales of $616.0 million, for the fiscal 2004 third quarter ended Nov. 30, 2003 (all per-share amounts assume dilution). Included in this quarter's results are $13.8 million in costs related to the debt repurchase. Excluding these costs, American Greetings realized earnings per share of 70 cents on net income of $54.1 million. These results compare to net income of $47.0 million, or 62 cents per share, on net sales of $588.8 million in the third quarter last year. The Corporation reported net income of $56.4 million, or 78 cents per share, on net sales of $1.5 billion, for the first three quarters of fiscal 2004. Included in the year-to-date results are $18.4 million of costs incurred in the first and third fiscal quarters for debt repurchases totaling $181.6 million. Excluding these costs, American Greetings realized earnings per share of 91 cents on net income of $66.7 million for the first three quarters. Last year, the Corporation reported net income of $75.7 million, or $1.03 per share, on net sales of $1.5 billion for the same period. Last year's results include a $12.0 million pretax gain from the sale of an equity investment. EBITDA for the third quarter of fiscal 2004 was $121.9 million, compared to $113.4 million in the third quarter of fiscal 2003. EBITDA for the trailing four quarters ended Nov. 30, 2003, was $321.6 million, compared to EBITDA for the year-ago trailing four quarters of $343.4 million. Last year's results include a $12.0 million pretax gain from the sale of an equity investment. EBITDA represents a non-GAAP financial measure, and is presented because certain of the Corporation's credit agreement covenants incorporate EBITDA as a component of their calculations. Management Comments and Outlook "We are satisfied with our year-to-date performance, including our recent debt repurchases; however, despite strong sales and cash flow in the third quarter, early holiday sales are below our expectations," said Chief Executive Officer Zev Weiss. "This softness in our seasonal business will most likely impact our greeting card, gift wrap and retail operations in the fourth quarter. As a result, we are revising our earnings per share estimate for the full fiscal year 2004 to $1.48 to $1.53." American Greetings Corporation (NYSE: AM) (S&P, BB+ Subordinated Debt Rating, Stable) is one of the world's largest manufacturers of social expression products. Along with greeting cards, its product lines include gift wrap, party goods, reading glasses, candles, stationery, calendars, educational products, ornaments and electronic greetings. Located in Cleveland, Ohio, American Greetings generates annual net sales of approximately $2 billion. For more information on the Corporation, visit http://corporate.americangreetings.com/ AMKOR TECHNOLOGY: Will Present at Needham Conference on Jan. 8 -------------------------------------------------------------- Amkor Technology, Inc. (Nasdaq: AMKR) will be presenting at the Needham Sixth Annual Growth Conference on January 8, 2004 at the New York Palace Hotel in New York, NY. Jeffrey Luth, Vice President, Corporate Communications, is scheduled to present at 3:30 p.m. Eastern time. A live webcast of the presentation can be accessed via the Investor Relations section of Amkor's website: http://www.amkor.com/ An archived replay will be available following the live presentation. Amkor Technology, Inc. (S&P, B Corporate Credit and Senior Debt Ratings, Stable) is the world's largest provider of contract semiconductor assembly and test services. The company offers semiconductor companies and electronics OEMs a complete set of microelectronic design and manufacturing services. More information on Amkor is available from the company's SEC filings and on Amkor's Web site: http://www.amkor.com/ ANC RENTAL: Creditors' Ballots are Due Today -------------------------------------------- On November 19, 2003, the U.S. Bankruptcy Court for the District of Delaware ruled on the adequacy of the Disclosure Statement prepared by ANC Rental Corporation and its debtor-affiliates to explain their Liquidating Chapter 11 Plan. The Court found that the Disclosure Statement, pursuant to Section 1125 of the Bankruptcy Code, contains the right kind and amount of information to enable creditors to make informed decisions whether to accept or reject the Plan. The Liquidating Plan is already in Creditors' hands and they are making those decisions. Creditors mist return their ballots to the address indicated on the ballot before 4:00 p.m. Eastern Time today. The Honorable Mary F. Walrath will convene a hearing to consider confirmation of the Debtors' Plan on January 7, 2003, at 10:30 a.m. Eastern Time. Objections to confirmation of the Debtors' Plan must be filed with the Bankruptcy Court before 4:00 p.m. today, with copies sent to: 1. Co-Counsel for the Debtors Fried, Frank, Harris, Shriver & Jacobson One New York, NY 10004 Attn: Janice McAvoy, Esq. 2. Co-Counsel for the Debtors Blank Rome LLP - Delaware 1201 Market Street Suite 800 Wilmington, Delaware 19801 Attn: Bonnie Fatell, Esq. 3. Co-Counsel for the Committee Wilmer, Cutler & Pickering 399 Park Avenue New York, NY 10022 Attn: Andrew N. Goldman, Esq. Adam C. Dembrow, Esq. 4. Co-Counsel for the Committee Young, Conaway, Stargatt & Taylor LLP The Brandywine Building 1000 West Street 17th Floor PO Box 391 Wilmington, DE 19899-0391 Attn: Brendan L. Shannon, Esq. 5. The Office of the United States Trustee J. Caleb Boggs Federal Building 844 King Street Suite 2313 Wilmington, DE 19801 Attn: Margaret Harrison, Esq. ANC Rental Corporation, headquartered in Fort Lauderdale, is one of the world's largest car rental companies. The Company filed for Chapter 11 relief on November 13, 2001, (Bankr. Del. Case No. 01- 11200). Bonnie Glantz Fatell, Esq., at Blank Rome Comisky & McCouley, LLP and Janice McAvery, Esq., at Fried, Frank, Harris, Shriver & Jacobson represent the Debtors in their liquidating efforts. ANTEON INT'L: Completes Tender Offer for 12% Senior Sub. Notes -------------------------------------------------------------- Anteon International Corporation (NYSE: ANT), a leading information technology and systems engineering and integration company, has purchased $73,124,000 in aggregate principal amount of its outstanding 12% Senior Subordinated Notes due 2009 that were tendered as of 12:00 a.m., Eastern Standard Time, on December 19, 2003. Approximately $1,876,000 in aggregate principal amount of the Notes remains outstanding as of the expiration date of the tender offer. The repurchase price for the Notes was $1,110.95 per $1,000 principal amount of Notes, which included accrued and unpaid interest of $12.67 per $1,000 in principal amount of Notes up to, but not including, December 23, 2003, the payment date, and a consent payment of $20.00 per $1,000 principal amount of Notes tendered prior to the Consent Date. The repurchase price for those Notes tendered after the Consent Date was $1,090.95 per $1,000 principal amount of Notes, which excludes the consent payment of $20.00 per $1,000 principal amount of Notes. The aggregate repurchase price for all Notes validly surrendered for repurchase and not withdrawn was approximately $81,227,107.80. Anteon also announced the closing of certain amendments to its existing credit agreement. Anteon's amended credit agreement consists of a new $150,000,000 term loan facility with a maturity date of December 31, 2010, and a $200,000,000 revolving loan facility with a maturity date of December 31, 2008. The proceeds of the new term loan facility will be used to pay the consideration for the tender offer and consent solicitation, to pay down Anteon's existing term loan under the credit agreement, to pay associated fees in connection with the amendment of its credit agreement and to repay currently outstanding revolving credit borrowings. As a result of these refinancing activities, Anteon will incur a one-time charge in the fourth quarter of 2003 for the premiums paid to the holders of the Notes and to expense deferred financing costs of approximately $10.1 million, or $.17 per share. The new term loan facility is priced at LIBOR plus 200 basis points and will result in estimated interest savings of approximately $6 million, or between $.09 and $.10 per share in 2004. Anteon expects to benefit from lower borrowing costs and additional acquisition debt capacity for the term of the amended credit agreement. Anteon (S&P, BB Corporate Credit Rating, Stable), headquartered in Fairfax, Virginia, is a leading information technology and engineering solutions company providing support to the federal government and international sectors. For over 27 years, the Company has designed, integrated, maintained and upgraded state- of-the-art systems for national defense, intelligence, emergency response and other high priority government missions. Anteon also provides many of its government clients with the systems analysis, integration and program management skills necessary to manage the development and operations of their mission critical systems. For 2002, Anteon reported revenues of $826 million with a year-end personnel strength of approximately 5,900 employees. The Company acquired Information Spectrum, Inc. in May 2003 and currently has approximately 7,400 employees in more than 100 offices worldwide. Anteon frequently ranks among the top information technology integrators based on independent surveys, and was recently named one of the world's top 100 information technology companies in Business Week's INFOTECH 100 Annual Report (2003). For more information, visit http://www.anteon.com/ ASANTE TECH.: Ramius Capital, et al. Disclose 5.28% Equity Stake ---------------------------------------------------------------- Ramius Capital Group, L.L.C., RCG Carpathia Master Fund, Ltd., SPhinX Distressed (RCG Carpathia), Segregated Portfolio, (SPhinX Distressed (RCG Carpathia), Segregated Portfolio is not a legal entity, but is a segregated account of SPhinX Distressed Fund, SPC, a Cayman Islands company.), Ramius Securities, L.L.C., C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, and Thomas W. Strauss beneficially own 533,620 shares of the common stock of Asante Technologies, Inc. The amount held represents approximately 5.28% of the outstanding common stock of Asante Technologies, based on the Company's financial information for the period ending March 29, 2003 when there were 10,097,494 shares of common stock issued and outstanding. All entities shown above, as holders of the 533,620 shares, share voting and dispositive powers. Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss are control persons of C4S & Co., L.L.C. Asante is a leading supplier of network connectivity products for Macs and PCs. The Company's FriendlyNET(R) products simplify networking and provide Internet access for small offices/home offices and education (K-12 and universities). The Company's IntraCore products support multi-service applications for large enterprises. For additional information visit Asante's Worldwide Web address at: http://www.asante.com/ Asante's March 29, 2003 balance sheet shows a working capital deficit of close to $1 million, and a total shareholders' equity deficit of about $430,000. ASBURY AUTOMOTIVE: Completes $200MM Senior Sub. Debt Offering ------------------------------------------------------------- Asbury Automotive Group (NYSE: ABG) raised $200 million of gross proceeds through a private placement of its 8% senior subordinated notes, due 2014. Asbury intends to use the net proceeds of this issuance to repay indebtedness under its existing credit facility and for general corporate purposes including acquisitions. Certain Asbury subsidiaries did not guarantee the senior subordinated notes issued through the private placement. The notes were offered inside the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933. The issuance of the notes was not registered under the Securities Act. Unless registered, the notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Asbury Automotive Group, Inc. (S&P, BB- Corporate Credit Rating, Stable), headquartered in Stamford, Connecticut, is one of the largest automobile retailers in the U.S., with 2002 revenues of $4.5 billion. Built through a combination of organic growth and a series of strategic acquisitions, Asbury now operates through nine geographically concentrated, individually branded "platforms." These platforms currently operate 95 retail auto stores, encompassing 138 franchises for the sale and servicing of 35 different brands of American, European and Asian automobiles. Asbury believes that its product mix includes one of the highest proportions of luxury and mid-line import brands among leading public U.S. automotive retailers. The Company offers customers an extensive range of automotive products and services, including new and used vehicle sales and related financing and insurance, vehicle maintenance and repair services, replacement parts and service contracts. ATLANTIC COAST: Lauds Mesa's Decision to Terminate Take-Over Bid ---------------------------------------------------------------- Atlantic Coast Airlines Holdings, Inc., (Nasdaq: ACAI) issued the following statement in response to Mesa Air Group, Inc.'s (Nasdaq: MESA) announcement that it would not be moving forward with either its proposed consent solicitation or exchange offer for ACA. "We are pleased that Mesa has decided to terminate its efforts to take control of ACA and we would like to thank our stockholders, employees and everyone else who has demonstrated their strong support for Independence Air over the last two months. "We look forward to continuing to pursue our plans to launch Independence Air and bring low-fare service to customers from our hub at Washington Dulles International Airport. Our Board firmly believes that Independence Air presents the best long-term opportunity for our stockholders. As we have met with many of our institutional stockholders over the past two months we were encouraged by the support that they expressed for our business plan. We are committed to making Independence Air the preferred low-fare carrier for both investors and air travelers alike." The common stock of parent company Atlantic Coast Airlines Holdings, Inc. is traded on the Nasdaq National Market under the symbol ACAI. For more information about Atlantic Coast Airlines, visit its Web site at http://www.atlanticcoast.com/ Atlantic Coast Airlines (S&P, B- Corporate Credit Rating, Developing) employs over 4,600 aviation professionals. AURORA FOODS: Intends to Afford Critical Vendor Claims Priority --------------------------------------------------------------- Numerous vendors, in the ordinary course of the Aurora Foods Debtors' business, provide goods that are essential to the Debtors' sustained operations during the reorganization period. As of the Petition Date, the Debtors had outstanding orders with these Critical Vendors for certain goods. With the filing of the Debtors' Chapter 11 cases, however, the Critical Vendors may decline to ship, or may instruct their shippers not to deliver, Goods destined for the Debtors. To obtain and ensure timely delivery from their suppliers and vendors of materials, supplies, goods, products, and related items under numerous prepetition purchase orders outstanding on the Petition Date, the Debtors ask the Court to: (a) confirm that the Critical Vendors will have administrative expense priority claims under Section 503(b) of the Bankruptcy Code for those undisputed obligations arising from the Outstanding Orders relating to the shipments of Goods received and accepted by the Debtors on, or after the Petition Date; and (b) authorize the Debtors to pay for the Goods in the ordinary course of business. Additionally, the Debtors seek the Court's permission to return Goods they purchased from the Critical Vendors before the Petition Date, for credit against the Vendors' prepetition claims, pursuant to Section 546(g) of the Bankruptcy Code. The Court should also provide that Critical Vendors who make valid written reclamation demands for Goods in accordance with Section 546(c) of the Bankruptcy Code and Section 2-702 of the Uniform Commercial Code, will receive an administrative expense priority claim, if and to the extent that: (1) the Debtors receive, accept, and do not offer to make the Goods available for pick-up by the Critical Vendors; (2) the Critical Vendors prove the validity and amount of their claims to the Debtors' satisfaction; and (3) the claims are otherwise enforceable against the Debtors. Moreover, the Debtors ask Judge Walrath to prohibit any reclamation claimant or other third party from reclaiming or preventing delivery of Goods or products to the Debtors, and confirm that under Sections 105 and 362 of the Bankruptcy Code, third parties are stayed or prohibited from interfering with the delivery of Goods to the Debtors. Eric M. Davis, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, in Wilmington, Delaware, asserts that under the provisions of Section 503(b)(1)(A) of the Bankruptcy Code, all obligations that arise in connection with the postpetition delivery of goods to the Debtors are, upon acceptance, administrative expenses. Although the Debtors believe that they have the authority to pay for Goods received postpetition, confirmation of that authority is, in the Debtors' view, highly desirable. The Debtors' relationships with their Critical Vendors are so essential that it is important to give the Critical Vendors the utmost reassurance that their valid claims will be given administrative expense priority status and that the Critical Vendors will continue to be paid by the Debtors in the ordinary course of business. The Bankruptcy Reform Act of 1994 added a new subsection (g) to Section 546, which permits a debtor, with the consent of the creditor, to return goods shipped to the debtor by the creditor before the commencement of the case, for credit against the creditor's prepetition claim, provided that the Court determines that the return is in the best interests of the estate. Mr. Davis explains that the purpose of Section 546(g) is to "relieve the bankruptcy estate of the burden of keeping unwanted or unsaleable goods, and relieve the estate of unnecessary liabilities." Mr. Davis further asserts that approving returns to Critical Vendors for credit against their prepetition claims, subject to the limitations imposed by the Court, will enable the Debtors to: (1) obtain proper credit for otherwise unusable Goods, cost- effectively and without undue financial risk; and (2) effectively manage inventory, enhancing the Debtors' financial performance, the value of the assets of the estates, and the prospects of a successful reorganization. Mr. Davis contends that many Critical Vendors will attempt under Section 546(c) to assert their right to reclaim Goods delivered to the Debtors shortly before, or soon after the Petition Date. However, Mr. Davis advises that the Court may deny reclamation to a seller if the Court: (1) grants the Critical Vendor's claim, to the extent that the vendor proves the validity and amount of its reclamation claim, an administrative expense priority under Section 503(b); or (2) secures the claim with a lien. To allay concerns of reclamation claimants, to avoid unnecessary disruption of the Debtors' businesses, and to minimize or eliminate needless litigation, the Debtors indicate that they will not take the position that an otherwise valid reclamation demand is rendered invalid by: (a) a reclamation claimant's failure to take any or all possible "self-help" measures with respect to the Goods; or (b) the failure of a reclamation claimant to institute an adversary proceeding against the Debtors seeking to enjoin them from using or selling the Goods. Absent approval of the Debtors' request, Mr. Davis points out that the Debtors would be required to expend substantial time and resources to either: (a) convince the Critical Vendors of their authority to make certain payments; (b) reissue the Outstanding Orders; or (c) establish their right to retain the Goods. The attendant disruption to the continuous flow of Goods to the Debtors likely would result in deterioration of the Debtors' businesses. (Aurora Foods Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 215/945-7000) AVANI INTERNATIONAL: Recurring Losses Raise Going Concern Doubt --------------------------------------------------------------- The financial statements of Avani International Group Inc. have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has incurred accumulated losses to September 30, 2003 of $6,601,399, which includes a loss for the nine-month period ended September 30, 2003 of $127,576. The continuation of the Company is dependent upon the continuing financial support of creditors and stockholders, obtaining additional long-term financing, as well as achieving and maintaining a profitable level of operations. The Company plans to raise additional equity and debt capital as necessary to finance the operating and capital requirements of the Company. Amounts raised will be used to provide financing for the marketing and promotion of the Company's business, capital expansion and for other working capital purposes. While the Company is expending its best efforts to achieve the above plans, there is no assurance that any such activity will generate sufficient funds for operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of September 30, 2003, the Company had sufficient cash to fund its operations for the next 9 to 12 months. As discussed below, the Company plans to raise additional equity and debt capital as necessary to finance its operating and capital requirements . As of September 30, 2003, the Company had working capital in the amount of $211,495. Working capital deficiency as of December 31, 2002 was $459,362. The increase in working capital is a result of payments received from Avani O2 during the nine months of 2003 in connection with an Asset Sale Agreement and capital raised during the 2003 period, which was partially offset by the loss experienced during the nine month period. On September 30, 2003, the Company paid off its existing mortgages in the amount $287,713 owed to International Commercial Bank of Cathay (Canada) with respect to its real properties. Property, plant and equipment, net of accumulated depreciation, totaled $1,432,659 on September 30, 2003. Property, plant and equipment, net of accumulated depreciation, totaled $1,421,026 on December 31, 2002. The increase is due to the difference in foreign exchange rates at the balance sheet dates, which was partially offset by the amortization that occurred during the period. There was $3,430 in capital asset purchases during the period. Historically, the Company has experienced significant losses from operations. However, during 2003, the Company's operations improved due to the product sales to Avani O2. The Company expects to continue to supply product to Avani O2 to October 2004, when it transfers its property and production equipment to Avani O2. As a result of these expected future sales and future payments from Avani O2 under the Asset Sale Agreement, the Company believes that it will have sufficient capital to meet its operating requirements for the next 9 to 12 months. The Company recognizes that it will be required to seek other business opportunities in the near future as the Asset Sale Agreement with Avani O2 completes in October 2004. In the event that additional funding is required, the Company plans to raise additional capital through a combination of equity and debt financing. In their auditors' report on the consolidated financial statements for the year ended December 31, 2002, the Company's independent auditors included an explanatory paragraph regarding the Company's ability to continue as a going concern. In addition, any future financings will result in significant dilution to existing shareholders. Since the second quarter of 2002, the Company began searching for business opportunities to acquire through a merger or share exchange. Management of the Company has conducted discussions and engaged in meetings with principals of a number of private companies, however, the Company was unable to reach a formal agreement with such parties. The Company continues to search for other business opportunities to acquire, however, it cannot predict whether it will be successful in its efforts. BAXTER UTILITIES: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Baxter Utilities Construction Co. P.O. Box 290598 Kerrville, Texas 78029-0598 Bankruptcy Case No.: 03-57259 Type of Business: The Debtor provides construction services. Chapter 11 Petition Date: December 24, 2003 Court: Western District of Texas (San Antonio) Judge: Ronald B. King Debtor's Counsel: Dean William Greer, Esq. 2929 Mossrock, Suite 105 San Antonio, TX 78230 Tel: 210-342-7100 Total Assets: $521,300 Total Debts: $1,666,557 Debtor's 20 Largest Unsecured Creditors: Entity Nature Of Claim Claim Amount ------ --------------- ------------ E. Lamar Hodges Funds Advanced $350,000 PO Box 291521 Kerrville, TX 78029 Internal Revenue Service Taxes $310,000 Special Procedures Staff STOP 5022 AUS, 300 E. 8th Street Austin, Texas 78701 William Pithkin Trust Advance $185,000 Hertel Benefits Insurance $104,386 Wells Fargo Bank Purchase Money $99,000 Value: $25,000 Wells Fargo Bank Purchase Money $120,000 Value: $60,000 Westchester Premium Insurance $28,965 Sophia Collier Lawsuit $25,000 Cit Financial Purchase Money $100,000 Value: $75,000 Premium Financing Insurance Insurance $20,719 Holt Cat Expenses $15,352 O.J. Earland Expenses $10,535 National Water Works Expenses $9,108 Glenn Baxter Past Salary $8,850 RC McBryde Expenses $8,482 CitiBusiness Card Credit Card $7,794 Kerrville ISD Taxes $7,634 Ken Stoepel Ford Expenses $5,578 Maples Equipment MECO Expenses $4,750 A & L Underground Expenses $4,400 BIOVAIL: Terminates Co-Promote Arrangement with Reliant Pharma. --------------------------------------------------------------- Biovail Corporation (NYSE:BVF)(TSX:BVF) and Reliant Pharmaceuticals, LLC have mutually agreed to terminate Reliant's co-promotion of certain Biovail products effective December 31, 2003. In addition Biovail has extinguished its trailing royalty obligation to Reliant through a $62 million payment. Reliant has repaid $65 million of its loan payable to Biovail and the remaining loan balance has been converted to equity, representing an ownership interest in Reliant of less than 2%. The $62 million extinguishment of trailing royalty obligations will be included in Biovail's fourth quarter 2003 Selling, General & Administrative expenses as a one-time item. In 2002, Biovail entered into a three-year agreement with Reliant for the co-promotion of a number of Biovail cardiovascular products, including Cardizem(R) LA, by 250 Reliant sales representatives. Biovail will undergo an optimization and expansion of its U.S. field force beginning in the first quarter of 2004. This restructuring will strengthen Biovail's ability to compete more efficiently in the marketplace. Biovail will increase its total number of sales positions with the addition of two new specialty sales forces, with one focusing primarily on cardiovascular and the other on dermatology and obstetrics & gynecology specialists, as it relates to the promotion of the Zovirax line of products. Separately, Biovail announced that the 13 member banking syndicate has unanimously agreed to extend Biovail's existing $600 million credit facility term to March 25, 2004. This will allow Biovail and its syndicate to use full year 2003 financial results as a basis for finalizing the terms of the renewal of this facility. Biovail Corporation (S&P, BB+ Long-Term Corporate Credit Rating, Stable) is an international full-service pharmaceutical company, engaged in the formulation, clinical testing, registration, manufacture, sale and promotion of pharmaceutical products utilizing advanced drug delivery technologies. BLOUNT INT'L: Thomas J. Fruechtel Elected to Board of Directors --------------------------------------------------------------- Blount International, Inc. (NYSE: BLT) announced that, effective as of December 16, 2003, Mr. H. Corbin Day resigned as a director of the Corporation for personal reasons and the Board of Directors elected Mr. Thomas J. Fruechtel to fill Mr. Day's unexpired term, which runs to the next Annual Meeting of Stockholders in April 2004. Mr. Day, Chairman of Jemison Investment Co., Inc. of Birmingham, Alabama, served as a director of the Corporation or a predecessor entity, Blount, Inc., from 1992 to 1999, and from April 2002 to December 2003. During these terms, Mr. Day served at various times as chairman of the Finance Committee, a member of the Acquisition and Executive Committees, and was a member of the Audit and Compensation Committees at the time of his resignation. "Corbin served with distinction and professionalism when asked to stand for election during two significant periods of Blount's history. We will miss his sage counsel, and wish Corbin and his family our very best," stated Eliot M. Fried, Chairman of the Board. Mr. Fruechtel, 53, who will serve on the Audit Committee, is President and Chief Executive Officer of Leupold & Stevens, Inc., a worldwide leader in sports optics based in Portland, Oregon. Previously, Mr. Fruechtel was President and Chief Operating Officer of Simplicity Manufacturing, Inc., a manufacturer of lawnmowers and other outdoor power equipment. Mr. Fruechtel also worked for Blount and one of its predecessor companies, Omark Industries, Inc., for 21 years, including as President of its former Sporting Equipment Division and General Manager of the Oregon Cutting Systems Division Latin American operations in Curitiba, Brazil. "With Tom's extensive knowledge of the Corporation and its markets, and with the leadership he has shown as a president of two other major companies, he will make an excellent director for Blount and for its stockholders," said James S. Osterman, President and Chief Executive Officer. Blount International, Inc. is a diversified international company with three principal business segments: Outdoor Products, Lawnmower and Industrial & Power Equipment. Blount sells its products in more than 100 countries around the world. For more information about Blount International, Inc., visit its Web site at http://www.blount.com At September 30, 2003, Blount's balance sheet shows a total shareholders' equity deficit of about $405 million. BRIDGE INFORMATION: Court Approves Nasdaq Claim Settlement Pact --------------------------------------------------------------- On June 28, 2001, The Nasdaq Stock Market, Inc. filed Claim No. 1228 for $10,764,192 against the Bridge Information Systems Debtors. On July 3, 2001, Nasdaq filed Claim No. 1620 in the same amount for the same goods or services as contained within Claim No. 1228. The Plan Administrator objected to these two Claims on August 11, 2003. After arm's-length negotiations, the parties entered into a settlement agreement resolving the Claims. The salient terms of the Court-approved Settlement Agreement are: (a) Claim No. 1228 will be allowed in full and will be apportioned to BIS America Administration, Inc. for $10,544,792 and to Telerate, Inc. for $219,340; and (b) Nasdaq will withdraw Claim No. 1620 and any and all additional claims against the Debtors. (Bridge Bankruptcy News, Issue No. 54; Bankruptcy Creditors' Service, Inc., 215/945-7000) CAMBEX: Working Capital Deficit Raises Going Concern Doubt ---------------------------------------------------------- Cambex Corporation is a designer and supplier of data storage products and solutions. Its products include memory for computing systems and fibre channel connectivity and storage products used to build storage area networks. The Company has suffered substantial recurring losses from operations for the last seven consecutive years. Consequently, its ability to continue as a going concern, is dependent upon several factors including, but not limited to its ability to generate revenues and gross profit in significantly greater amounts than in the past four fiscal years, and its ability to raise additional capital. The Company's working capital deficit is a significant threat to its ability to continue as a going concern. Management continues to work to establish new strategic alliances that it believes will result in increases in revenues and gross profit in the future through the sale of a greater volume of products. Management has also been active in trying to secure additional capital. The Company gives no assurances that the actions taken to date will increase revenues and gross profit or raise additional capital. The Company's cash and marketable securities were $227,000 and $545,000 at September 30, 2003 and December 31, 2002, respectively. Working capital was a deficit of $5,803,000 and $5,907,000 at September 30, 2003 and at December 31, 2002, respectively. During the quarter ended September 30, 2003, Cambex did not expend any funds for capital equipment. During fiscal 2003, the Company expects to acquire less than $100,000 of capital equipment. Cambex' Super PC Memory, Inc. subsidiary has a line of credit of $2,000,000 available from GE Capital Commercial Services, Inc., limited to 75% of the eligible receivables of Super PC Memory. At September 30, 2003 the Company had a balance of $275,408 outstanding under this line of credit. It also has a revolving credit facility with B.A. Associates, Inc. which is a corporation owned by a son-in-law of Joseph F. Kruy, Cambex' Chairman, President and Chief Executive Officer under which the Company may borrow up to $1,100,000. At September 30, 2003 it had a balance of $1,080,752 outstanding under this revolving credit facility. Cambex needs additional capital and additional financing may not be available. Management believes that the combination of current existing cash, available borrowing capacity and the ability to obtain additional long-term indebtedness may not be adequate to finance operations for the Company's current activities and foreseeable future activities. Cambex is actively pursuing raising additional capital and if unable to raise additional capital, the Company states that it may not be able to meet its anticipated working capital requirements. The Company is attempting to raise additional capital to cover the burn rate not covered by incremental gross profit. This amount is dependent upon sales and gross profit. If sales and gross profit do not increase or capital cannot be raised to cover the current burn rate, management intends to reduce operating expenses as much as practicable to continue operations until balance is established. If unsuccessful in raising additional capital or increasing sales to adequate levels, Cambex will not be able to continue current operations and there is substantial doubt as to its ability to continue as a going concern. There can be no assurance that the Company will be successful in raising such additional capital at all or on terms commercially acceptable to it or its shareholders. CONSOL ENERGY: Reports Lower Coal Production in November 2003 ------------------------------------------------------------- CONSOL Energy Inc. (NYSE: CNX) reports the following production results for the month of November 2003: Coal production from continuing operations was lower in the November 2003 period compared to the same period a year earlier primarily because of lower production at the Bailey, Shoemaker, Buchanan and Jones Fork Contract mines, offset in part by higher production at Mine 84 and the McElroy, Mill Creek Contract and Glennies Creek mines. The Bailey Mine was impacted by a previously disclosed roof fall on a coal haulage belt; Shoemaker and Buchanan mines were impacted in the period-to-period comparison because of the timing of equipment moves; and Jones Fork contract mining operations were impacted by delays in receiving mining permits. Total coal production declined in the period-to-period comparison primarily because some mines that produced coal in November 2002 were subject to depletion or sale later in 2002 or 2003. The aggregate impact on coal production from these events was approximately 0.4 million tons. Gas production improved period-to-period because additional producing wells were drilled. No electricity was produced during the November 2003 period due to lack of demand for peak power. CONSOL Energy Inc. (S&P, BB- Corporate Credit Rating, Negative) is the largest producer of high-Btu bituminous coal in the United States. 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 from wells in Pennsylvania, Virginia and West Virginia. The company also has a joint-venture company to produce natural gas in Virginia and Tennessee, and the company produces electricity from coalbed methane at a joint-venture generating facility in Virginia. CONSOL Energy Inc. has annual revenues of $2.2 billion. It received the U.S. Department of the Interior's Office of Surface Mining National Award for Excellence in Surface Mining for the company's innovative reclamation practices in 2002 and 2003. Also in 2003, the company was recognized as a leader in innovation in business technology and IT operations by its addition to Information Week magazine's "Information Week 500," one of only 28 energy and utility companies being honored. In 2002, the company received a U.S. Environmental Protection Agency Climate Protection Award. Additional information about the company can be found at its Web site at http://www.consolenergy.com/ CONSTAR INT'L: Arranges New $75-Million Second Lien Term Loan ------------------------------------------------------------- Constar International Inc., (NASDAQ: CNST) completed its previously announced refinancing. The new financing is in the form of a $75 million Second Lien Term Loan. The application of the borrowed funds will be used to prepay debt under the Company's existing credit agreement, including debt under its revolving credit facility, the size of which is reduced by $10 million to $90 million. The financial covenants that the Company is undertaking in connection with this refinancing are the same as previously disclosed in the Company's Report on Form 8-K filed with the Securities and Exchange Commission on October 29, 2003. Philadelphia-based Constar (S&P, BB- Corporate Credit Rating, Stable Outlook) 1is a leading global producer of PET (polyethylene terephthalate) plastic containers for food, soft drinks and water. The Company provides full-service packaging solutions, from product design and engineering, to ongoing customer support. Its customers include many of the world's leading branded consumer products companies. Constar, a wholly owned subsidiary of Crown Cork & Seal Co. Inc. since 1992, will be about 45% owned by Crown following a proposed IPO. COVANTA ENERGY: Provides Overview of Second Joint Plan of Reorg. ---------------------------------------------------------------- Anthony J. Orlando, President and Chief Executive Officer of Covanta Energy Corporation and President of Ogden New York Services, Inc., reports that Covanta's Second Joint Reorganization Plan is premised on these economic benefits, which are derived from a restructuring of the Reorganizing Debtors based on the DHC Transaction: (a) the injection of new funds that will be invested in Reorganized Covanta in connection with the acquisition of 100% of the common stock of Reorganized Covanta by the Plan Sponsor, Danielson Holding Corporation; (b) the partial de-leveraging of the Reorganizing Debtors' obligations pursuant to the Second Reorganization Plan; and (c) the potential increase in the Reorganized Debtors' post- confirmation cash flow as a result of the reduction of Reorganized Covanta's tax obligation pursuant to the Tax Sharing Agreement. Subject to certain limited exceptions, the confirmation of the Second Reorganization Plan will: (a) discharge the Reorganizing Debtors from any debt that arose prior to the Effective Date of the Second Reorganization Plan; (b) substitute the obligations specified under the confirmed Second Reorganization Plan; and (c) terminate all rights and interests of equity security holders except to the extent expressly provided in the Second Plans. Mr. Orlando relates that Covanta's Second Joint Plan of Reorganization includes these modifications: A. The DHC Transaction The primary components of the DHC Transaction are: (a) the execution and consummation of the Investment and Purchase Agreement between the Reorganizing Debtors and Danielson Holding Corporation, dated December 2, 2003; pursuant to which DHC would receive 100% of the equity of Reorganized Covanta in consideration for a $30,000,000 purchase price; (b) an agreement as to new revolving credit and letter of credit facilities for the Debtors' domestic and international operations, provided by certain of the Secured Bank Lenders and a group of additional lenders organized by DHC; and (c) the execution and consummation of the Tax Sharing Agreement between the DHC and Reorganized Covanta, pursuant to which Reorganized Covanta's share of DHC's consolidated group tax liability for taxable years ending after the Effective Date will be computed, and DHC will have an obligation to indemnify and hold harmless Reorganized Covanta for certain excess tax liability. Mr. Orlando reiterates that the Tax Sharing Agreement will determine Reorganized Covanta's tax obligations vis-a-vis other members of DHC for taxable years ending after the Effective Date. The Tax Sharing Agreement assumes that $571,000,000 of Net Operating Loss Carryforwards is available to offset the future taxable income of Reorganized Covanta and its subsidiaries and certain DHC entities, subject to certain adjustments. If Reorganized Covanta's actual tax liability for any taxable year is higher than the liability to DHC computed under the Tax Sharing Agreement, DHC will have an obligation to indemnify and hold harmless Reorganized Covanta for any excess. B. Treatment of Claims and Interests Pursuant to the Second Plans, certain unclassified Claims, including Administrative Expense Claims, other than the DIP Financing Facility Claims and Claims for compensation and reimbursement and Priority Tax Claims, will receive payment in Cash: -- on the later of the applicable Distribution Date; -- in installments over time; or -- as agreed with the Claim Holders. The DIP Financing Facility Claims, including those contingent claims relating to letters of credit still outstanding, are included as Administrative Claims and will be paid or otherwise satisfied on the Reorganization Effective Date in accordance with the Second Reorganization Plan by reinstatement or replacement of the contingent obligations under the First Lien L/C Facility or the Second Lien L/C Facility. While certain DIP Financing Facility Claims will not be paid in full as a result of the reinstatement of these contingent obligations under the Second Reorganization Plan, acceptance of the treatment by a requisite majority of DIP Lenders, as provided under the DIP Financing Facility, will be binding on all DIP Lenders. Pursuant to their Second Joint Reorganization Plan, the Debtors modified the Class 2 and Class 3 in the Classification of Claims and Equity Interests: Class Claims Status Voting Right ----- ------ ------ ------------ 2 Allowed Project Debt Unimpaired Deemed to Accept Claims and the Allowed CIBC Secured Claim 3 Allowed Reorganized Impaired Entitled to Vote Covanta Secured Claims Other Secured Claims In view of the changes in the classification, the treatment of Class 2 and Class 3 Claims were also modified: Class 2: Allowed Project Debt Claims and the Allowed CIBC Secured Claim Classification: Class 2 consists of two Subclasses of Allowed Secured Claims. Subclass 2A consists of the Allowed Project Debt Claims and Subclass 2B consists of the Allowed CIBC Secured Claim. Allowance: The Allowed CIBC Secured Claim will be equal to the sum of: (a) CND10,740,249; (b) a per diem of CND1,121 from December 1, 2003 through December 24, 2003; and (c) a per diem amount determined in accordance with the applicable dividend rate pursuant to the terms of the Class B Palladium Preferred Shares from December 25, 2003 through the Effective Date. Treatment: Subclass 2A: On the Effective Date, the legal, equitable and contractual rights of the holders of Allowed Subclass 2A Claims will be reinstated in full satisfaction, release and discharge of their Subclass 2A Claims and will remain unaltered under the Reorganization Plan, except as the Reorganizing Debtors and the holders of Allowed Subclass 2A Claims may otherwise agree or as holders may otherwise consent. To the extent that defaults exist in connection with any Allowed Project Debt Claims, the Reorganized Debtors will comply with Section 1124(2) of the Bankruptcy Code on or before the Effective Date. The Reorganizing Debtors will pay in Cash 30 days after the Effective Date any Secured Project Fees and Expenses. No contractual provisions or applicable law that would entitle the holder of an Allowed Subclass 2A Claim to demand or receive payment of the Claim prior to the stated maturity of the Claim, terminate any contractual relationship or take other enforcement action from and after the occurrence of a default that occurred prior to the Effective Date will be enforceable against the Reorganized Debtors. Subclass 2B: On the Effective Date, in full settlement, release and discharge of the Allowed CIBC Secured Claim, CIBC will apply the CIBC cash collateral in full satisfaction of the Allowed CIBC Secured Claim. The remaining balance of the CIBC cash collateral, after satisfaction of the Allowed CIBC Secured Claim, will be applied by CIBC first in payment of the fees and expenses of the mediator with respect to the Canadian loss sharing litigation and thereafter in payment of a portion of the fees and expenses of the Canadian Loss Sharing Lenders. Class 3: Allowed Secured Claims Classification: Class 3 consists of certain Allowed Secured Claims and is divided into three Subclasses. Subclass 3A consists of the Allowed Secured Bank Claims; Subclass 3B consists of Allowed Secured 9.25% Debenture Claims; and Subclass 3C consists of Allowed Secured Claims other than Project Debt Claims and Reorganized Covanta Secured Claims. Treatment: On the Effective Date, holders of Allowed Subclass 3A and Subclass 3B Claims will receive the Secured Subclass 3A and 3B Total Distribution in full settlement, release and discharge of their Allowed Subclass 3A and Subclass 3B Secured Claims. The Secured Subclass 3A and 3B Total Distribution will be divided in a modified manner to include these changes: (a) The Pro Rata Distribution Between Subclass 3A and Subclass 3B The Secured Subclass 3A and 3B Total Distribution will be segregated into a two-part Initial Distribution: * The Subclass 3A Recovery will be segregated and set aside for holders of Allowed Subclass 3A Claims to be further distributed in accordance with Section 4.3(c)(II) of the 2nd Reorganization Plan; and * The Subclass 3B Recovery will be segregated and set aside for holders of Allowed Subclass 3B Claims to be further distributed in accordance with Section 4.3(c)(III) of the 2nd Reorganization Plan; provided, that the Distributable Cash component of each of the Subclass 3A Recovery and Subclass 3B Recovery will be apportioned in the Initial Distribution between Subclass 3A and Subclass 3B that each Subclass will receive the same percentage of Distributable Cash as, in the case of Subclass 3A, the percentage determined by dividing the total amount of Allowed Subclass 3A Claims held by First Lien Lenders by the total amount of all Allowed Class 3 Claims held by First Lien Lenders, and in the case of Subclass 3B, the percentage determined by dividing the total amount of Allowed Subclass 3B Claims held by First Lien Lenders by the total amount of all Allowed Class 3 Claims held by First Lien Lenders; and further, provided, that the Additional Distributable Cash component of each of the Subclass 3A Recovery and Subclass 3B Recovery will be apportioned in the Initial Distribution between Subclass 3A and Subclass 3B so that each Subclass will receive the same percentage of Additional Distributable Cash as, in the case of Subclass 3A, the percentage determined by dividing the total amount of Allowed Subclass 3A Claims held by Non- Participating Lenders by the total amount of all Allowed Class 3 Claims held by Non- Participating Lenders, and in the case of Subclass 3B, the percentage determined by dividing the total amount of Allowed Subclass 3B Claims held by Non-Participating Lenders by the total amount of all Allowed Class 3 Claims held by Non-Participating Lenders. (b) Standby Commitment In the event that Additional Distributable Cash will be an amount less than $7,200,000, the Investors will purchase on the Effective Date from the Non-Participating Lenders on a pro rata basis an amount of New High Yield Secured Notes equal to the difference between $7,200,000 and the amount of Additional Distributable Cash at a price equal to the full accreted nominal value of Notes paid in Cash. (c) Excess Distributable Cash In the event that after the Effective Date there will be Excess Distributable Cash as determined in accordance with the proviso for the definition of Exit Costs under the 2nd Reorganization Plan, each holder of an Allowed Class 3 Claim as of the Effective Date or its assign will receive its Pro Rata Class Share of a Distribution consisting of any Excess Distributable Cash as though the Excess Distributable Cash had been part of the Initial Distribution undertaken pursuant to 2nd Reorganization Plan; provided, that with respect to the Distribution of Excess Distributable Cash to any Accepting Bondholder, the Excess Distributable Cash will be subject to adjustment and modification in accordance with the provisions of the 9.25% Settlement, and payment of the holder's pro-rata share of the Settlement Distribution to the holders of Allowed Class 6 Claims. (d) Additional New CPIH Funded Debt In the event that on the Determination Date there will be an increase in the amount of New CPIH Funded Debt, then each holder of an Allowed Class 3 Claim as of the Effective Date or its assign as permitted pursuant to the New CPIH Funded Debt agreement will receive its Pro Rata Class Share of a Distribution consisting of any increase in the New CPIH Funded Debt as though the additional New CPIH Funded Debt had been part of the Initial Distribution undertaken pursuant to 2nd Reorganization Plan; provided, that with respect to the Distribution of the New CPIH Funded Debt to any Accepting Bondholder, the Distribution will be subject to adjustment and modification in accordance with the provisions of the 9.25% Settlement, and payment of the holder's pro-rata share of the Settlement Distribution to the holders of Allowed Class 6 Claims. (e) Participation in the Class 3B Stock Offering Additionally, as an incentive offered by Danielson Holding Corporation, any holder of an Allowed Class 3B Claim as of the record date established for voting that has voted in favor of the 2nd Reorganization Plan will have the right to participate on a pro rata basis in the Class 3B Stock Offering. On the Effective Date or as soon as practicable thereafter, at the option of the Reorganizing Debtors and in accordance with Section 1124 of the Bankruptcy Code, all Allowed Secured Claims in Subclass 3C will be treated pursuant to one of these alternatives: (a) the Reorganization Plan will leave unaltered the legal, equitable and contractual rights to which each Allowed Secured Claim in Subclass 3C entitles the holder; (b) the Reorganizing Debtors or Reorganized Debtors will cure any default that occurred before or after the Petition Date; the maturity of the Secured Claim will be reinstated as maturity existed prior to any default; the holder of the Allowed Secured Claim will be compensated for any damages incurred as a result of any reasonable reliance by the holder on any right to accelerate its claim; and the legal, equitable and contractual rights of the holder will not otherwise be altered; (c) an Allowed Secured Claim will receive other treatment as the Reorganizing Debtors or Reorganized Debtor and the holder of the Allowed Secured Claim will agree; or (d) all of the collateral for the Allowed Secured Claim will be surrendered by the Reorganizing Debtors to the holder of the Claim. (Covanta Bankruptcy News, Issue No. 44; Bankruptcy Creditors' Service, Inc., 215/945-7000) DA CONSULTING: Commences Chapter 7 Liquidation in Houston, Texas ---------------------------------------------------------------- DA Consulting Group Inc. (OTCBB:DACG) has filed a voluntary petition under Chapter 7 of the United States Bankruptcy Code for it and its United States subsidiary. The subsidiaries of the Company which are not organized under the laws of the United States, including its subsidiaries organized in the United Kingdom, Australia and Canada, have not filed petitions under the Bankruptcy Code and their assets are not subject to the Chapter 7 case of the Company. The Company will end the year with a revenue decline and is anticipating further decline in the first quarter of 2004. The Company, already weak from declining revenue and losses in the last four fiscal years, could not survive further decline as an international publicly held company. The Company's revenue declined 23% in the first three quarters of 2003 reflecting industry trends. Revenue declined 27% in the third quarter ending September 2003. Revenue is estimated to decline in both the fourth quarter 2003 and further declines are forecast for 2004. The Company was unable to complete merger and sale transactions it had been pursuing due to rapidly declining revenue and unpredictable future revenue. DA CONSULTING: Voluntary Chapter 7 Case Summary ----------------------------------------------- Debtor: DA Consulting Group, Inc. 5847 San Felipe, Suite 1100 Houston, TX 77057 Bankruptcy Case No.: 03-48128 Type of Business: The Debtor provides employee training and ongoing support services when clients change their enterprise resource planning or customer relationship management systems. Visit http://www.dacg.com/for more information. Chapter 7 Petition Date: December 29, 2003 Court: Southern District of Texas (Houston) Judge: Karen K. Brown Debtor's Counsel: Charles E. Long, Esq. Morris Lendais et al. 1980 Post Oak Boulevard Suite 700 Houston, TX 77056 Tel: 713-966-7200 Fax: 713-966-7230 Total Assets: $71,566,374 Total Debts: $53,596,202 DELTA WOODSIDE: Appoints Michael R. Harmon to Board of Directors ---------------------------------------------------------------- Delta Woodside Industries, Inc. (NYSE: DLW) announced that Michael R. Harmon has been appointed as a new member of its board of directors. Mr. Harmon has over 30 years of financial and management experience in the textiles industry. Most recently, he served as the President and Chief Financial Officer of Pillowtex Corporation from March to July 2003 and was its Executive Vice President and Chief Financial Officer from March 2001 to March 2003. Prior to joining Pillowtex, Mr. Harmon was Executive Vice President and Chief Financial Officer of Galey & Lord, Inc. from 1991 to January 2001 and was its Financial Vice President from 1988 to 1991. Mr. Harmon worked for Burlington Industries, Inc. in various accounting and financial capacities from 1970 to 1988. Bill Garrett, President and CEO commented, "Mike will make a great addition to Delta Woodside's board. His broad understanding of our industry coupled with his financial expertise will strengthen our board guidance through this difficult period for our industry". Delta Woodside Industries, Inc. -- whose corporate credit rating is currently rated at CCC by Standard & Poor's -- is headquartered in Greenville, South Carolina. Through its wholly owned subsidiary, Delta Mills, it manufactures and sells textile products for the apparel industry. The Company employs about 1,600 people and operates five plants located in South Carolina. DII INDUSTRIES: Court Waives Investment and Deposit Guidelines -------------------------------------------------------------- Section 345(a) of the Bankruptcy Code provides that a debtor-in- possession "may make such deposit or investment of the money of the estate . . . as will yield the maximum reasonable net return on such money, taking into account the safety of such deposit or investment." Pursuant to Section 345(b), any deposit or other investment made by a debtor, except those insured or guaranteed by the United States or by a department, agency or instrumentality of the United States or backed by the full faith and credit of the United States, must be secured by a bond in favor of the United States or by the deposit of securities of the kind specified in 31 U.S.C. Section 9303. Section 345(b) provides further, however, that a bankruptcy court may allow the use of alternatives to these approved investment guidelines "for cause." To the extent their long-standing investment guidelines differ from the Section 345(b) Guidelines, the DII Industries Debtors propose to invest excess funds in accordance with their existing investment guidelines. The Debtors believe that the yield on investments under their Investment Guidelines will be greater than if they were restricted to direct investment solely in government securities. When considered in the context of the sums of money that are being, and will be, invested, the Debtors state that the continued investment under the Investment Guidelines could result in greater returns for their Estates over time with little additional investment risk. The Debtors' excess funds are presently on deposit with Citibank, N.A., Nassau Branch, Halliburton Energy Services, Inc., and others. The Debtors use investment guidelines to invest, on a short-term basis, any excess funds. Typically, deposits are made with Citibank, Nassau Branch, in the form of overnight Euro- dollar time deposits and with an institution whose financial ratings are consistent with the Investment Guidelines. While the Investment Guidelines do not require a corporate surety for investments, the Debtors continue, they do limit the placement of investments with financially strong entities and require ample diversification. The Debtors believe that, as long as cash is available in amounts sufficient to permit adequate diversification of investments and investments are restricted in accordance with the Investment Guidelines, no corporate surety is required to afford protection to creditors. The Investment Guidelines require investments only in high grade securities, thereby minimizing any risk of loss. At the First Day Hearing, Judge Fitzgerald authorizes the Debtors to invest and deposit funds in accordance with their Investment Guidelines. (DII & KBR Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 215/945-7000) DIRECTV LATIN: Removal Period Extension Hearing Set for Jan. 9 -------------------------------------------------------------- Alfred Villoch, III, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware, tells the Court that DirecTV Latin America, LLC has been focused on various matters including providing information to the Official Committee of Unsecured Creditors and negotiating, preparing and filing its Chapter 11 plan and disclosure statement. Thus, the Debtor had no opportunity to fully investigate and determine whether there are any pending matters that should be removed. For this reason, the Debtor asks the Court to extend the current deadline to remove actions to and including the latest to occur of: (a) March 15, 2004; or (b) 30 days after entry of an order terminating the automatic stay with respect to a particular action sought to be removed. Mr. Villoch tells the Court that extending the removal period will protect the Debtor's rights to remove any actions that are discovered through its investigation. The extension will afford the Debtor an opportunity to make fully informed decisions concerning the removal of all actions and will assure that the Debtor's valuable rights under 28 U.S.C. Section 1452 are not forfeited. Mr. Villoch assures the Court that the Debtor's adversaries will not be prejudiced with the extension requested because, in the event that an action is removed, the other parties to the action sought to be removed may seek to have the action remanded to the state court pursuant to 28 U.S.C. Section 1452(b). Judge Walsh will convene a hearing on January 9, 2004 at 9:30 a.m. to consider the Debtor's request. By application of Del.Bankr.LR 9006-2, the removal deadline is automatically extended through the conclusion of that hearing. (DirecTV Latin America Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service, Inc., 215/945-7000) DUANE READE: Oak Hill Capital Partner Agrees to Acquire Company --------------------------------------------------------------- Duane Reade Inc. (NYSE: DRD) entered into a definitive merger agreement to be acquired by an affiliate of Oak Hill Capital Partners, L.P. Under the terms of the merger agreement, Duane Reade's stockholders will receive $17.00 per share in cash. The purchase price represents a 22.8% premium over the average closing price of Duane Reade's common stock for the last 30 trading days. The closing price on December 23, 2003, was $15.22. The aggregate value of the merger transaction exceeds $700 million, including the repayment of indebtedness. Anthony Cuti, Duane Reade's Chairman, CEO and President will continue in such capacities following the merger. Mr. Cuti stated, "We are confident that this agreement delivers excellent value to our stockholders while allowing us to effectively confront near-term industry challenges by affording us a degree of flexibility that we would not have as a public company. We believe the partnership with Oak Hill will provide an opportunity to investigate new avenues to improve the business, while maintaining our leadership position in the metro New York market. Our customers, employees and business associates should be assured that this will be a seamless transaction." Andrew J. Nathanson, Managing Partner of Oak Hill Capital Management, Inc., said, "We look forward to partnering with Duane Reade and its management team led by Tony Cuti. Oak Hill is committed to supporting Duane Reade's pursuit of its strategic goals." The transaction was unanimously approved by the independent members of Duane Reade's board of directors. Bear, Stearns & Co. Inc. acted as financial advisor to the company in connection with the proposed transaction. The equity financing necessary for the merger will be provided by Oak Hill Capital Partners, L.P. and an affiliate equity fund, Oak Hill Capital Management Partners, L.P. The debt financing will be provided by Banc of America Securities LLC which also acted as financial advisor to Oak Hill. Mr. Cuti and certain other senior members of management will, at the closing of the transaction, have equity interests in the acquiring entity. The closing of the transaction is subject to certain terms and conditions customary for transactions of this type, including receipt of stockholder and regulatory approvals and the proceeds of the financing. A special meeting of Duane Reade's stockholders will be scheduled as soon as practical following preparation and filing of the proxy materials with the Securities and Exchange Commission. The parties currently anticipate consummating the merger in the second calendar quarter of 2004. Founded in 1960, Duane Reade (S&P, B+ Corporate Credit and B Senior Unsecured Debt Ratings, Negative) is the largest drug store chain in the metropolitan New York City area, offering a wide variety of prescription and over-the-counter drugs, health and beauty care items, cosmetics, hosiery, greeting cards, photo supplies and photo finishing. As of September 27, 2003, the company operated 239 stores. Duane Reade maintains a Web site at http://www.duanereade.com/ Oak Hill Capital Partners, L.P. and related partnerships, founded by Robert M. Bass and the firm's principals, manage approximately $10 billion of capital across multiple asset classes, including private equity, special situations, high yield and bank debt, public equity exchange, venture capital and real estate. Oak Hill Capital Partners, L.P. represents $1.6 billion of committed equity capital. Recent investments include Align Technology, Progressive Moulded Products, TravelCenters of America and WideOpenWest. Since 1986, Mr. Bass and the partnership's principals have invested in over 50 transactions in a broad range of industries, including American Savings Bank (Washington Mutual), Bell & Howell Company, Wometco Cable Corporation, Williams Scotsman, Stage Stores and Oreck Corporation. EL PASO: Gets Regulatory Nod to Complete East Power Asset Sale -------------------------------------------------------------- El Paso Merchant Energy, a business unit of El Paso Corporation (NYSE: EP), received a final order on December 23, 2003 from the Federal Energy Regulatory Commission. This order was a condition precedent to the making of the final payment of $70 million in connection with the sale of all of the common interests in East Coast Power, L.L.C. East Coast Power L.L.C. owns the natural gas-fired, 940-megawatt Linden cogeneration facility located adjacent to Staten Island in Linden, New Jersey. As previously announced, the total purchase price was approximately $450 million. At the closing in October, GS Linden Power Holdings L.L.C., a subsidiary of The Goldman Sachs Group, Inc., paid approximately $380 million. GS Linden will pay the remaining $70 million to EPME as a result of the issuance of this FERC order. El Paso also has agreed to sell its interest in Mohawk River Funding IV (MRF IV) to OKWARI IV, an indirect wholly owned subsidiary of The Bear Stearns Companies Inc., for approximately $4.5 million in cash and the assumption of approximately $75 million in debt. MRF IV was formed to securitize a long-term power contract with Connecticut Light and Power Company. While the MRF IV debt is non-recourse to El Paso, the company has nevertheless included it and other similar debt when calculating its total obligations senior to common stock. The transaction is subject to FERC approval and is expected to close in February 2004. El Paso Corporation's (S&P, B Corporate Credit Rating, Negative Outlook) purpose is to provide natural gas and related energy products in a safe, efficient, dependable manner. The company owns North America's largest natural gas pipeline system and one of North America's largest independent natural gas producers. For more information, visit http://www.elpaso.com/ EL PASO: Prices Shares Offering for Western Energy Settlement ------------------------------------------------------------- El Paso Corporation (NYSE: EP) has priced an offering of approximately 8.8 million shares of common stock at a public offering price of $7.85 per share. Under the terms of El Paso's Western Energy Settlement, El Paso is required to issue approximately 26.4 million common shares at the direction of the parties of the settlement. The offering is expected to close on or about December 26, 2003. This offering, and the approximately 8.8 million shares issued in November, brings the total number of shares issued to date in connection with the Western Energy Settlement to approximately 17.6 million shares. The proceeds from the offering will total approximately $69 million and will be deposited for the benefit of the settling parties as part of the company's Western Energy Settlement obligations. The joint book running managers for the offering were Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. Copies of the prospectuses relating to the offerings may be obtained from Deutsche Bank Securities Inc., 60 Wall Street, Fourth Floor, New York, NY 10005, or from J.P. Morgan Securities Inc., Chase Distribution and Support Services, 1 Chase Manhattan Plaza, Floor 5B, New York, NY 10081, e-mail Addressing.Services@jpmchase.com . El Paso Corporation's (S&P, B Corporate Credit Rating, Negative Outlook) purpose is to provide natural gas and related energy products in a safe, efficient, dependable manner. The company owns North America's largest natural gas pipeline system and one of North America's largest independent natural gas producers. For more information, visit http://www.elpaso.com/ ELAN CORP: Selling European Sales and Marketing Biz. for $120MM --------------------------------------------------------------- Elan Corporation, plc agreed to sell its European sales and marketing business to Medeus UK Limited, a new UK pharmaceutical company backed by Apax Partners Funds. Under the terms of the agreement Elan will receive total consideration of approximately $120 million. Elan also said that it was retaining its operations in Athlone, Ireland and its research and development operations in Stevenage, UK and that it separately anticipates selling certain rights to two products in the UK and Ireland for approximately $10 million. Kelly Martin, Elan's president and Chief Executive Officer, said, "Divesting these operations is consistent with our strategy of focusing on areas that are essential to our future and enables us to tailor our European sales and marketing efforts toward our pipeline products. We are also pleased to note that individuals who have contributed to our sales and marketing success in Europe will have an opportunity to continue to contribute as employees of Medeus UK Limited." The transaction includes the divestment of its sales and marketing operation in the UK and 100 percent of the equity in Elan sales and marketing affiliates in Germany, France, Spain, Italy and Ireland. In 2002, Elan recorded net revenue and gross profit for these products of $70.1 million and $50.7 million, respectively. For the first nine months of 2003, Elan recorded net revenue and gross profit for these products of $56.4 million and $38.7 million, respectively. Elan expects to record a pre-tax gain of approximately $10 million from this transaction. Apax Partners is a leading international private equity firm, and Apax Partners Funds has a successful track record of early and later stage healthcare investments. The transaction is subject to regulatory approvals, third party consents and other customary conditions, and is expected to close during the first quarter of 2004. Proceeds from the projected sale will form part of Elan's proceeds from the divestment of assets as outlined in its recovery plan. Elan (S&P, B- Corporate Credit and CCC Subordinated Debt Ratings, Stable) is focused on the discovery, development, manufacturing, sale and marketing of novel therapeutic products in neurology, severe pain and autoimmune diseases. Elan shares trade on the New York, London and Irish Stock Exchanges. EMMIS COMMS: Selling Controlling Interest in Votionis SA for $7M ---------------------------------------------------------------- Emmis Communications Corporation (Nasdaq: EMMS) agreed to sell its controlling interest in Votionis, S.A., an Argentine broadcasting company, to its local minority partners, Daniel Hadad and Viviana Zocco, for approximately $7 million in cash. Votionis operates one AM and one FM station in Buenos Aires. Emmis also announced that the Belgian Government has awarded Emmis licenses to operate nine FM radio stations serving more than 50% of the population in the Flanders region of Belgium. Emmis expects to use approximately $3 million of the proceeds from the sale of Votionis to fund the development of these stations. "[This] announcement is consistent with our strategy to become geographically targeted with our international interests," Emmis International President Paul Fiddick said. Emmis International now consists of Slager Radio, the top-rated national radio station in Hungary, as well as its interests in Belgium. Belgium, with a population of more than 10 million, is one of the most densely populated countries in Europe and enjoys one of the highest GDP per capita in the world. In 1999, Emmis purchased a 75% interest in Votionis. Since then, Emmis has enjoyed significant commercial and ratings success despite political and economic instability in Argentina. The AM station, Radio 10, is Argentina's leading news and information station while the FM station, Mega 98.3, pioneered the "rock nacional" format and achieved instant ratings success when the format was introduced in 2000. The Argentine peso was substantially devaluated relative to the U.S. dollar early in 2002. Because of this, Emmis will report a currency translation loss upon exiting its investment in Argentina of approximately $11 million. However, on an actual transaction basis, Emmis will have realized a slight gain on the sale. Since the devaluation, Emmis has sought a suitable exit point from Argentina, and concentrated on improving its business during the economic recovery. National elections earlier this year have increased political stability to the country, and provided Emmis the opportunity to monetize its investment. The Votionis sale is subject to Argentine regulatory approvals and is expected to close during the first half of 2004. The Belgium licenses, five of which are renewals of licenses first acquired by Emmis in August 2003, serve the principal Belgian cities of Antwerp, Brussels, Bruges and Ghent, as well as Aalst, Harelbeke (Kortrijk), Hasselt, Leuven, and Ostend. The licenses are for an initial term of eight years and do not require the payment of any license fees. Moving forward, Fiddick said, Emmis will continue to target desirable properties in a focused geography and with the prospect of both strategic and private equity partners. Emmis Communications (S&P, B- Corporate Credit Rating, Stable) is an Indianapolis based diversified media firm with radio broadcasting, television broadcasting and magazine publishing operations. Emmis' 23 FM and 4 AM domestic radio stations serve the nation's largest markets of New York, Los Angeles and Chicago as well as Phoenix, St. Louis, Austin, Indianapolis and Terre Haute, IN. In addition, Emmis owns two radio networks, three international radio stations, 16 television stations, regional and specialty magazines, and ancillary businesses in broadcast sales and book publishing. ENRON: ENA Wants Clearance to Sell Overriding Royalty Interests --------------------------------------------------------------- Enron North America Corporation and Shell Western E&P Inc., entered into a Participation Agreement dated June 12, 1996 to jointly pursue an exploration and development program, known as the Cypress Exploration Program, for the exploration and development of oil and gas prospects in South Louisiana. The Participation Agreement was terminated by agreement of the parties effective as of October 1, 1999. As an adjunct to the Cypress Exploration Program, ENA and certain predecessors-in- interest to The Meridian Resource Corporation were parties to that certain First Amended and Restated Participation and 3-D Exploration Agreement for the South Thornwell and Lakeside Project Areas dated effective August 11, 1999. As a result of the termination of the Participation Agreement, and pursuant to the terms of the Thornwell/Lakeside Agreement, ENA assumed full ownership of various assets including working interests, overriding royalty interests, and licenses to 3-D seismic surveys. ENA wants to sell these overriding royalty interests: * A 2.14% net revenue interest associated with a well located in the Lakeside Field located in Cameron Parish, Louisiana; and * A net revenue interest ranging from 4.3% to 12.5% associated with nine wells in the Weeks Island Field, in Iberia Parish, Louisiana. In November 2000, ECT Merchant Investments Corp., a wholly owned subsidiary of ENA, formed Acadian Management LLC, which owns 100% of the membership interest of Acadian Exploration LLC. Pursuant to an Assignment Agreement dated as of December 7, 2000, by and between ECTMI and ECTMI Trutta Holdings LP, ECTMI contributed and assigned to Trutta all of ECTMI's interest as a member of Acadian. Brook I LLC, an indirect, wholly owned subsidiary of ENA, is the general partner of Trutta and the remaining interests of Trutta are owned by ECTMI and, indirectly, Whitewing Associates, L.P. Prior to the Petition Date, ENA's assets relating to the Cypress Exploration Program, including the Overriding Royalty Interests, were in the process of being assigned to Acadian Exploration, conditioned upon obtaining certain consents unrelated to the Overriding Royalty Interests. However, the consents were not obtained and the assignments were not accomplished. The Marketing Process Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York, relates that starting in early 2003, ENA began exploring the means by which to sell the Overriding Royalty Interests. Based on the indications of interests, ENA believes that the optimal method for selling the Overriding Royalty Interests is utilizing the auction services of The Oil and Gas Asset Clearinghouse LP. Ms. Gray tells the Court that the Clearinghouse offers a comprehensive array of marketing, divestiture and acquisition services for oil and gas assets, including online auction services. ENA plans to submit the Overriding Royalty Interests for auction to be conducted utilizing the Clearinghouse's hybrid live auction bidding process on February 5, 2004. This process is a live auction to be held at the George R. Brown Convention Center in Houston, Texas, combined with bids placed real-time via the Internet. The Internet bidders can place a bid electronically while those physically present can also submit bids. At the conclusion of the Auction, ENA will, in its business judgment, determine the highest and best offer for each of the Overriding Royalty Interests, subject to the offer meeting a minimum bid acceptable to ENA. Once all conditions to completing a transfer of each of the Overriding Royalty Interests are satisfied, including, but not limited to, waiver or expiration of any consents to assign and receipt of the qualifying purchase price, ENA will assign all of its right, title, and interest in and to the Lakeside ORRIs and the Weeks Island ORRIs to the Winning Bidder(s), each pursuant to an Assignment and Assumption Agreement, in substantially the same terms as the proposed Purchase Agreements. The Purchase Agreements Under the terms of the Purchase Agreements, ENA will sell, assign, transfer and convey the Overriding Royalty Interests to the Winning Bidder(s). Each Purchase Agreements provides, among other things, that: Term Weeks Island Lakeside ---- ------------ -------- Effective February 1, 2004 February 1, 2004 Date Assets All of the interests in All of the interests in and to the Subject and to the Subject Contracts as they relate Contracts as they relate to the wells in Weeks to the wells in Lakeside Island Sale is The sale will be The sale will be subject Subject to subject to the rights, to the rights, duties Subject duties and obligations and obligations arising Contracts arising in connection in connection with the with the Subject Subject Contracts Contracts Consents to The purchaser will The purchaser will Assignment obtain any written obtain any written consents that may be consents that may be required in accordance required in accordance with the terms of the with the terms of the Subject Contracts Subject Contracts Indemnity The purchaser will The purchaser will Provision indemnify, defend and indemnify, defend and hold harmless ENA from hold harmless ENA from and against all Claims and against all Claims arising from the rights, arising from the rights, duties or obligations of duties or obligations of ENA or assignee under ENA or assignee under the identified the identified instruments instruments Claims and Escrow Agreements ENA and Whitewing may have competing claims with respect to the Overriding Royalty Interests, including, without limitation, amounts to which an indirect owner of 100% of the Overriding Royalty Interests would be entitled. According to Ms. Gray, a total of $6,000,000 was paid, directly or indirectly, to Trutta, and about $4,200,000 was paid to ENA as distributions associated with the Overriding Royalty Interests. Of the Total Distributions: (i) prior to the Petition Date, approximately $5,000,000 was paid, directly or indirectly, to Trutta and $750 was paid to ENA; and (ii) after the Petition Date, $864,500 was paid, directly or indirectly, to Trutta and $4,000,000 was paid to ENA. Ms. Gray relates that the Postpetition Distributions and the proceeds from the sale of the Overriding Royalty Interests, net of any disposition costs or expenses payable, as pre-approved by Whitewing and ENA, are to be deposited into an interest-bearing escrow account maintained by an independent escrow agent. The escrow account will be established pursuant to an escrow agreement among the parties, terms and conditions mutually acceptable to ENA, Trutta and its interest owners, and the Creditors Committee, which will hold the Escrow Funds until: (a) full and final resolution of claims that ENA and Trutta, and its interests owners have to the Prepetition Distributions, the Postpetition Distributions not in escrow and Escrow Funds; and (b) entry of a Court order regarding any distribution of the Escrow Funds. Accordingly, pursuant to Section 363(b) of the Bankruptcy Code, ENA asks the Court to authorize and approve: (i) the sale and assignment of the Overriding Royalty Interests by ENA, at the conclusion of the Auction, to the Winning Bidders in accordance with the Purchase Agreements; and (ii) its entry into the Escrow Agreement. Ms. Gray contends that the sale should be authorized because: (1) ENA has concluded that its interest in the Overriding Royalty Interests is not integral to nor contemplated to be part of the Debtors' reorganization; (2) the Auction will result in the fair market value for the Overriding Royalty Interests; (3) aside from the DIP Lenders and the Pension Benefit Guaranty Corporation, ENA is not aware of any liens, claims and encumbrances in the Overriding Royalty Interests which have, could have, been asserted by creditors or other parties-in-interests. To the extent that liens or claims exist that the Purchase Agreement do not otherwise provide for the treatment of those Interests, ENA propose to attach the unidentified Interests to the proceeds from the Sale; and (4) ENA explored the various alternatives for obtaining value from the Overriding Royalty Interests and determined that the proposed Auction will result in the best price obtainable for them. (Enron Bankruptcy News, Issue No. 91; Bankruptcy Creditors' Service, Inc., 215/945-7000) EXIDE TECHNOLOGIES: Hires Monroe Mendelsohn as Expert Witness ------------------------------------------------------------- The Exide Technologies Debtors seek the Court's authority to employ Walter McCullough, Chief Executive Officer of Monroe Mendelsohn Research, Inc., as an expert witness in connection with a lawsuit concerning EnerSys' objection to their rejection of certain executory contracts, nunc pro tunc to November 7, 2003. The Debtors want to employ Mr. McCullough as their expert due to his extensive experience with survey research. One of the matters at issue in the Lawsuit is the accuracy and relevance of a survey report done on EnerSys' behalf. Mr. McCullough, and other professionals at Mendelsohn will: (a) render any requested advice or expert opinion that may be required to assist in the Lawsuit; (b) provide information relevant to the Survey Issue; (c) possibly testify before the Court as witness for the Debtors; and (d) perform all other services for the Debtors, which may be necessary and proper in furtherance of the matters for which Mr. McCullough is being employed. The Debtors will compensate Mendelsohn on behalf of Mr. McCullough's services on an hourly basis. The Debtors will also reimburse the firm for actual, necessary expenses and other charges incurred. The firm's current standard hourly rates are: Walter McCullough $500 Senior Project Managers 200 Clerical Staff 25 - 100 The Debtors inform the Court that Mendelsohn began performing services for them on November 7, 2003. However, the Debtors and their counsel have recently been involved in the confirmation process and unfortunately were not able to prepare and file Mendelsohn's Employment Application earlier. Walter McCullough assures the Court that Mendelsohn does not represent any other entity having an adverse interest to the Debtors in connection with the Lawsuit. The firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. (Exide Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service, Inc., 215/945-7000) FAIRFAX FINANCIAL: Declares Annual Dividend Payable on Jan. 28 -------------------------------------------------------------- Fairfax Financial Holdings Limited has declared a dividend of US$1.40 per share on its outstanding multiple voting and subordinate voting shares, payable on January 28, 2004 to shareholders of record on January 14, 2004. The dividend is payable in U.S. dollars since Fairfax is adopting the U.S. dollar as its reporting currency commencing with the 2003 fiscal year. Applicable Canadian withholding tax will be applied to dividends payable to non-residents of Canada. This dividend continues the policy, instituted in 2001, of payment of a modest annual dividend. This policy was discussed in Fairfax's 2000 Annual Report. The dividend declared in 2002 was Cdn$1.50 per share (approximately US$1.00 at the then current exchange rate). Fairfax Financial Holdings Limited (S&P, BB Counterparty Credit Rating, Stable) is a financial services holding company, which, through its subsidiaries, is engaged in property, casualty and life insurance and reinsurance, investment management and insurance claims management. FAO INC: Inks $20 Mill. Pact to Sell Certain FAO Schwartz Assets ---------------------------------------------------------------- FAO, Inc., has signed an agreement for the sale of certain assets of its FAO Schwarz business including its historic Fifth Avenue store in New York, its Las Vegas Store located in the Forum Shops, as well as its signature clock towers and other FAO fixtures, and its internet and catalog businesses. The Company stated that it will file a motion with the Bankruptcy Court to obtain approval for procedures by which the agreement would be approved or overbids accepted by about January 22, 2004. The contract calls for VGACS Acquisition, Inc., a subsidiary of D. E. Shaw Laminar Portfolios, L.L.C., to pay $20,000,000, subject to certain adjustments, to assume FAO, Inc.'s rights under its New York and Las Vegas store leases, and to acquire its catalog and internet assets and its intellectual property rights. FAO, Inc. will sell the remaining inventory in these stores following which the newly formed company plans to temporarily close each store for a complete remodeling in anticipation of grand re-openings prior to the summer of 2004. In a previous announcement, the Company reported it had completed the sale of 34 Right Start stores to an affiliate of Hancock Park Associates. Jerry R. Welch, President and Chief Executive Officer of FAO, Inc. stated, "We are pleased to complete the sale of Right Start to Hancock Park Associates. They are a highly regarded investment firm and experienced retail investors. We believe they will do an excellent job in further developing and growing the Right Start brand." The Company reaffirmed its earlier stated position that it does not expect any recovery would be available to its common stockholders in connection with its bankruptcy. FAO, Inc. owns a family of high quality, developmental, educational and care brands for infants, toddlers and children and is a leader in children's specialty retailing. FAO, Inc. owns and operates the renowned children's toy retailer FAO Schwarz(R); The Right Start(R), the leading specialty retailer of developmental, educational and care products for infants and toddlers; and Zany Brainy(R), the leading retailer of developmental toys and educational products for kids. On December 4, 2003, FAO, Inc., filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware for itself and its operating subsidiaries ZB Company, Inc. and FAO Schwarz, Inc. For additional information on FAO, Inc. or its family of brands, visit online at http://www.irconnect.com/faoo/ FFP OPERATING: Committee Turns to KPMG for Financial Advice ----------------------------------------------------------- The Official Committee of Unsecured Creditors, appointed in the chapter 11 cases involving FFP Operating Partners, LP, is seeking permission from the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, to employ and retain KPMG LLP as its Financial Advisors. The Committee anticipates that KPMG LLP will: i) assist in the review of reports or filings as required by the Bankruptcy Court or the Office of the United States Trustee, including but not limited to, schedules of assets and liabilities, statement of financial affairs, and monthly operating reports; ii) review of the Debtor's financial information, including, but not limited to, analyses of cash receipts and disbursements, financial statement items and proposed transactions for which Bankruptcy Court approval is sought; iii) review and analysis of the reporting regarding cash collateral and any debtor-in-possession financing arrangements and budgets; iv) evaluate potential employee retention and severance plans; v) assist with identifying and implementing potential cost containment opportunities; vi) assist with identifying and implementing asset redeployment opportunities; vii) analyze the assumption and rejection issues regarding executory contracts and leases; viii) review and analysis of the Debtor's proposed business plans and the business and financial condition of the Debtor generally; ix) assist in evaluating reorganization strategy and alternatives available to the creditors; x) review and critique of the Debtor's financial projections and assumptions; xi) prepare enterprise, asset and liquidation valuations; xii) assist in preparing documents necessary for confirmation; xiii) advice and assist to the Committee in negotiations and meetings with the Debtor and the bank lenders; xiv) advice and assist on the tax consequences of proposed plans of reorganization; xv) assist with the claims resolution procedures, including, but not limited to, analyses of creditors' claims by type and entity and maintenance of a claims database; xvi) provide litigation consulting services and expert witness testimony regarding confirmation issues, avoidance actions or other matters; and xvii) other such functions as requested by the Committee or its counsel to assist it in this Chapter 11 case. Larry H. Lattig discloses that KPMG will bill the Debtor's estates at its current hourly rates: Partners $590 - $650 per hour Directors $480 - $570 per hour Managers $390 - $450 per hour Senior Associates $300 - $360 per hour Associates $190 - $270 per hour Paraprofessionals $140 per hour Headquartered in Fort Worth, Texas, FFP Operating Partners, LP, together with other subsidiaries of FFP Partners, L.P., owns and operates convenience stores, truck stops, and self-service motor fuel outlets over a twelve state area. The Company filed for chapter 11 protection on October 23, 2003 (Bankr. N.D. Tex. Case No. 03-90171). Mark Joseph Petrocchi, Esq., at Colvin and Petrocchi represent the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed over $10 million in assets and debts of over $50 million. FLEMING: Wants Nod to Terminate JP Morgan/Chase Letter of Credit ---------------------------------------------------------------- The Fleming Debtors seek Judge Walrath's permission to terminate a letter of credit issued by JPMorgan/Chase Manhattan Bank. Before the Petition Date, the Debtors and Direct Source International, Inc., signed an Agency Agreement whereby DSI acted as the Debtors' non-exclusive buying agent for certain international merchandise. The Agency Agreement required Fleming to cause a standby letter of credit to be issued to secure its purchase of product under the Agency Agreement. Under that Agreement, DSI was responsible for issuing all import letters of credit with those international vendors from which DSI would purchase merchandise for the Debtors. In September 1999, JPMorgan Chase issued a $2,500,000 letter of credit for the purpose of inducing DSI to buy international products on the Debtors' behalf. DSI used the letter of credit as security with Bank One NA, so that Bank One would issue all subsequent import letters of credit on DSI's behalf with international vendors as the various beneficiaries. As a result of the transaction between DSI and Bank One, Bank One is listed as the beneficiary of the letter of credit. In April 2003, the letter of credit was reduced to $2,346,029, and in September, it was further reduced to $2,283,585. Before the Petition Date, the Debtors placed an order for various goods with DSI. These goods were delivered after the Petition Date. In accordance with the terms of the April Order, the Debtors paid DSI the entire amount due under the prepetition purchase order. As a result, there are no outstanding invoices for which the Debtors owe payment. Christopher J. Lhulier, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub PC, in Wilmington, Delaware, tells the Court that the Debtors no longer purchase products through, and do not have any business relationship with, DSI. As a result, there is no reason for DSI to continue to use the letter of credit as security for import letters of credit with international vendors. Because there are no outstanding purchase orders or payments due to DSI, there is no remaining purpose for the letter of credit and it should be terminated. In September 2003, the Debtors, through JPMorgan Chase, asked Bank One to release the letter of credit. However, Bank One refused to do so without consent from DSI and confirmation that the Debtors have paid all amounts owing to DSI. While DSI does not dispute that the Debtors have paid all amounts owing to it, DSI refused to release the letter of credit -- which would, of course, reduce the outstanding debt under the Debtors' prepetition senior secured credit facility. Mr. Lhulier says that the termination of the letter of credit would eliminate nearly $2,300,000 in obligations that need to be satisfied under that facility. Because DSI has not agreed to voluntarily release the letter of credit, a Court order is warranted. (Fleming Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service, Inc., 215/945-7000) FMC: Lenders Cut Term Loan Facility Margin by 225 Basis Points -------------------------------------------------------------- FMC Corporation (NYSE: FMC) obtained the agreement of its lenders to reduce the applicable margin on its term loan facility by 225 basis points. Borrowings under the term loan facility are expected to be $247.5 million at December 31, 2003. The company also said it was successful in achieving favorable amendments to the covenants in its credit facilities accommodating the previously announced restructuring at Astaris LLC, the company's North American phosphorus chemicals affiliate. FMC indicated that today's re-pricing and amendment actions will provide an earnings benefit in 2004 which has largely been anticipated in the company's earlier guidance. The company will provide further details on its outlook for 2004 during its fourth quarter 2003 conference call on February 3, 2004. FMC Corporation (S&P, BB+ $300 Million Senior Secured Notes Rating, Negative) is a diversified chemical company serving agricultural, industrial and consumer markets globally for more than a century with innovative solutions, applications and quality products. The company employs approximately 5,500 people throughout the world. FMC Corporation divides its businesses into three segments: Agricultural Products, Specialty Chemicals and Industrial Chemicals. FRIENDS IVORY: New York-Based Trust Company Dissolves ----------------------------------------------------- On May 21, 2003, Friends Ivory & Sime Trust Company filed a Petition for a Closing Order, pursuant to Section 605(4) of the New York Banking Law, and a request for judicial intervention with the New York State Supreme Court. On October 21, 2003, the Trust was granted approval to close its operations. The deadline for the presentment of claims by Friends Ivory's creditors was on December 15, 2003. Following the deadline, the Trust Company shall file a verified Statement with the Superintendent of Banks, New York State Banking Department, listing all creditors who haven't received their dividends due them and pay over the unclaimed amounts to the Superintendent, as Trustee. The Court will subsequently declare Friends Ivory dissolved and its corporate existence terminated. GINGISS GROUP: Lowenstein Sandler Serving as Committee's Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors, appointed in the chapter 11 cases of The Gingiss Group, Inc., seeks to employ Lowenstein Sandler PC as its Counsel. The Committee tells the U.S. Bankruptcy Court for District of Delaware that the services of Lowenstein Sandler are necessary to enable it to faithfully execute its duties as the representative of unsecured creditors in the administration of the Debtors estates. Lowenstein Sandler is expected to: a) provide legal advice as necessary with respect to the Committee's powers and duties as an official committee appointed under Section 1102 of the Bankruptcy Code; b) provide legal advice as necessary with respect to any disclosure statement and plan filed in this case and with respect to the process for approving or disapproving disclosure statements and confirming or denying confirmation of a plan; c) prepare on behalf of the Committee, as necessary, applications, motions, complaints, answers, orders, agreements, and other legal papers; d) appear in Court to present necessary motions, applications, and pleadings and otherwise protecting the interests of those represented by the Committee; and e) perform all of the legal services for the Committee that may be necessary and proper in these proceedings. Bruce Buechler, Esq., reports that the Lowenstein Sandler attorneys that are most likely to represent the Committee in this case have current standard hourly rates that range from $150 to $525 per hour. The legal assistants to assist the attorneys have hourly rates of $75 to $100 per hour. Headquartered in Addison, Illinois, The Gingiss Group, Inc., a national men's formal wear rental and retail company, filed for chapter 11 protection on November 3, 2003 (Bankr. Del. Case No. 03-13364). James E. O'Neill, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub represent the Debtors in their restructuring efforts. The Debtors listed debts of over $50 million in their petition. GLOBAL CROSSING: Files Quarterly and Current Reports with SEC ------------------------------------------------------------- Global Crossing filed with the Securities and Exchange Commission its quarterly reports on Form 10-Q for the first three quarters of 2003 and a current report on Form 8-K relating to the investment by Singapore Technologies Telemedia Pte. Ltd., in the newly reorganized company. The current report includes a "fresh start" balance sheet establishing a "fair value" basis for the carrying value of the assets and liabilities of the reorganized Global Crossing. The current report also includes details regarding the change of control that resulted from consummation of Global Crossing's plan of reorganization on December 9, 2003 and information on the senior notes purchased by ST Telemedia. "We are pleased to have filed reports through the third quarter of the year, and look forward to announcing our financial results for the restructured company on a regular basis going forward," said Daniel O'Brien, Global Crossing's chief financial officer. Both the quarterly and current reports are available on the SEC and Global Crossing Web sites. Global Crossing provides telecommunications solutions over the world's first integrated global IP-based network. Its core network connects more than 200 cities and 27 countries worldwide, and delivers services to more than 500 major cities, 50 countries and 5 continents around the globe. The company's global sales and support model matches the network footprint and, like the network, delivers a consistent customer experience worldwide. Global Crossing IP services are global in scale, linking the world's enterprises, governments and carriers with customers, employees and partners worldwide in a secure environment that is ideally suited for IP-based business applications, allowing e-commerce to thrive. The company offers a full range of managed data and voice products including Global Crossing IP VPN Service, Global Crossing Managed Services and Global Crossing VoIP services, to more than 40 percent of the Fortune 500, as well as 700 carriers, mobile operators and ISPs. Visit http://www.globalcrossing.com/for more information about Global Crossing. HASBRO INC: Wizards of the Coast Will Close Retail Stores --------------------------------------------------------- Wizards of the Coast, Inc., a subsidiary of Hasbro, Inc., (NYSE:HAS), will be closing its chain of retail stores, including Wizards of the Coast stores and the affiliated The Game Keeper stores. The company has retained Gordon Brothers Group, LLC of Boston to assist with the closure, which should be completed within approximately 60 days. The move out of the retail store business will enable a deeper focus on Wizards' core business of game design, company officials said. Wizards' trading card games and role-playing games -- from Magic: The Gathering(R) to Dungeons & Dragons(R) -- are among the biggest brands in the hobby game industry. Wizards of the Coast, Inc., is a worldwide leader in the trading card game and tabletop role-playing game categories, and a leading developer and publisher of game-based entertainment products. The company holds an exclusive patent on trading card games and their method of play and produces the premier trading card game, Magic: The Gathering, among many other trading card games and family card and board games. Wizards is also a leading publisher of role-playing games, such as Dungeons & Dragons, and publisher of fantasy series fiction with numerous New York Times best-sellers. For more information, visit the Wizards of the Coast Web site at http://www.wizards.com/ Hasbro (Fitch, BB Senior Unsecured Debt, Stable) is a worldwide leader in children's and family leisure time and entertainment products and services, including the design, manufacture and marketing of games and toys ranging from traditional to high-tech. Both internationally and in the U.S., its PLAYSKOOL, TONKA, SUPER SOAKER, MILTON BRADLEY, PARKER BROTHERS, TIGER and WIZARDS OF THE COAST brands and products provide the highest quality and most recognizable play experiences in the world. HAYES LEMMERZ: Lacks Industries Wants $12M Admin Expense Payment ---------------------------------------------------------------- On June 6, 1995, Lee A. Chase filed Patent Application No. 08/467,700, which resulted to the '213 Patent entitled "Wheel and Overlay Assembly", issued and assigned as United States Patent No. 5,597,213 by the United States Patent and Trademark Office. The '213 Patent was subsequently assigned to Lacks Industries, Inc., which has been, and remains, the owner of the patent. David B. Stratton, Esq., at Pepper Hamilton LLP, in Wilmington, Delaware, relates that after the Petition Date, Hayes Lemmerz International, Inc., has been manufacturing and selling wheels, which are manufactured utilizing a process which infringes Lacks' '213 Patent. Upon information and belief, Hayes produced and sold over 2,500,000 units of Ford Ranger, GM GMT-800, GM Silverado 1500, and GM Astro Van wheels, which were manufactured utilizing a process which infringes Lacks' '213 patent, during the pendency of these bankruptcy proceedings. Mr. Stratton informs the Court that a reasonable royalty for the use of the process covered by Lacks' patent and used by Hayes in the manufacture of the wheels is at least 12% of the price received by Hayes for each wheel, estimated at $40 per wheel. Discovery proceedings or a voluntary release of information by Hayes will be necessary to finally determine the volume of sales and the royalty due. Mr. Stratton asserts that Lacks is entitled to payment of reasonable royalty payments from Hayes on all wheels manufactured following the Petition Date under Sections 503(b) and 507(1) of the Bankruptcy Code. In addition, Mr. Stratton points out that most of the issues regarding Hayes' liability to Lacks for infringement of the '213 Patent has already been resolved in a separate action brought by Lacks against Hayes and McKechnie Vehicle Components USA, Inc. McKechnie is in privity and is a co-infringer with Hayes. The McKechnie Patent Action is pending in the U.S. District Court for the Eastern District of Michigan. As a result of two decisions by the District Court in the McKechnie Patent Action, which was affirmed in part, vacated in part, and remanded by the Federal Circuit, Hayes was found to have infringed the '213 Patent. The only issue left in the case is a final ruling on Hayes' and McKechnie's "on sale" defense and the relief, including damages, to be awarded to Lacks. Citing, Carter-Wallace, Inc. v. Davis-Edwards Pharmacal Corp., 443 F. 2d 867, 874 (2d Cir. 1971), Mr. Stratton argues that damages claims for postpetition patent infringement qualify for treatment as administrative expense claims. The grounds for this rule are simply that patent infringement is a tort, and damages resulting from torts committed by the debtor during the bankruptcy proceedings are entitled to priority status as administrative claims. Lacks now asks the Court to direct Hayes to pay $12,000,000 in administrative expenses, which is the exact amount to be established through discovery proceedings. Lacks further reserves the right to assert more claims based on additional postpetition services rendered to the estate. Reorganized Debtors Object Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Wilmington, Delaware, contends that Lacks' administrative claim is contingent and unliquidated, pending the outcome of patent infringement litigation brought by Lacks against the Debtors in the U. S. District Court for the Eastern District of Michigan. Lacks admits that the District Court has not yet ruled on the validity of defenses held by the Reorganized Debtors and a co- defendant, as well as damages to be awarded to it. Accordingly, the Court should not make a determination regarding the allowability or the amount of Lacks' administrative claim until such time the District Court has ruled on the Reorganized Debtors' defenses and made a final determination with respect to liability and damages, thus liquidating the Administrative Claim, Mr. Clark says. The Reorganized Debtors reserve all rights to file a substantive objection to the Lacks Administrative Claim on any and all available grounds once the Michigan Litigation has concluded. If the Michigan Litigation would determine liability against the Reorganized Debtors and an award of damages to Lacks, the Reorganized Debtors by no means concede that the damages are entitled to administrative expense treatment under Section 503 of the Bankruptcy Code. But then, the Claim may be entirely or partially general unsecured claims of the Reorganized Debtors' estates, Mr. Clark remarks. The Reorganized Debtors also reserve all rights to subsequently file the necessary declaration in support of their objection at their discretion. (Hayes Lemmerz Bankruptcy News, Issue No. 42; Bankruptcy Creditors' Service, Inc., 215/945-7000) IMC GLOBAL: Will Propose Merger Deal to Phosphate Resource ---------------------------------------------------------- IMC Global Inc. (NYSE: IGL) and Phosphate Resource Partners Limited Partnership (NYSE: PLP) jointly announced that IMC Global is considering making a proposal to merge an affiliate of IMC Global with PLP with each publicly held partnership unit in PLP being converted into 0.2 shares of IMC common stock. In addition, IMC Global and PLP announced that Alpine Capital, L.P., Keystone, Inc. and The Anne T. and Robert M. Bass Foundation, which collectively hold 30,732,100 units in PLP, have granted proxies to IMC Global to be voted in favor of such a transaction if pursued. IMC Global has not made a definitive determination whether to make a merger proposal to PLP. Alpine Capital's 30,732,100 units represent approximately 61% of the public float of PLP, which has about 103.5 million units outstanding. IMC Global owns indirectly about 53.4 million units of PLP (about 51% of the outstanding units) and is the parent of PRP-GP LLC, the administrative managing general partner of PLP. IMC Global and PLP, with 58.5% and 41.5% ownerships, respectively, are joint venture partners in IMC Phosphates Company, one of the world's largest producers and marketers of concentrated phosphates and animal feed ingredients. IMC Global has previously advised the board of directors of the administrative general partner of PLP that IMC Global is considering making a proposal to PLP regarding a possible merger transaction in which the publicly traded units in PLP would be exchanged for IMC common stock. IMC Global has also advised the board of directors of the administrative general partners of PLP that a possible transaction was being discussed with Alpine Capital. The board of directors of the administrative managing general partner has formed a committee of independent directors to consider any proposal from IMC Global and is proceeding to engage independent legal and financial advisors to assist it in considering any proposal from IMC Global. There can be no assurance that the board of directors of IMC Global will authorize the making of a merger proposal to PLP, or, if a proposal is made, as to what the response the board of directors of the administrative managing general partner of PLP would be to the proposal. Any merger transaction would be subject to the negotiation of a definitive merger agreement, necessary regulatory approvals, action by the unitholders of PLP and other conditions which are customary for transactions of this nature involving publicly traded companies. There would not be any requirement for a vote by the shareholders of IMC Global. "We believe a potential merger with PLP based on the exchange ratio described above should be a reasonable value proposition for both IMC Global shareholders and PLP unitholders while greatly simplifying our corporate structure and leading to the elimination of overhead costs associated with management of the limited partnership," said Douglas A. Pertz, Chairman and Chief Executive Officer of IMC Global. J. Taylor Crandall, President of a general partner of Alpine Capital and Chief Operating Officer of Keystone, Inc., said, "This merger, if consummated, will simplify a complex ownership structure and should enhance management's strategy to create greater long-term shareholder value for both the PLP unitholders and IMC Global shareholders." With 2002 revenues of $2.1 billion, IMC Global is the world's largest producer and marketer of concentrated phosphates and potash crop nutrients for the agricultural industry and a leading provider of feed ingredients for the animal nutrition industry. For more information, visit IMC Global's Web site at http://www.imcglobal.com/ PLP is engaged in the production and sale of phosphate crop nutrients and animal feed ingredients. For more information, visit the PLP Web site at http://www.phosplp.com/ If the transaction is pursued and moves forward to a vote of PLP unitholders, prior to any vote, IMC Global will file a Registration Statement with the Securities and Exchange Commission, which will include a proxy statement/prospectus and other relevant documents concerning the proposed merger transaction. At that time PLP unitholders will be urged to read the proxy statement/prospectus and any other relevant documents filed with the Securities and Exchange Commission because they will contain important information relating to IMC Global, PLP and the proposed merger. You will be able to obtain the document free of charge at the website maintained by the Securities and Exchange Commission at http://www.sec.gov In addition, you may obtain documents filed with the SEC by IMC Global, including periodic reports and current reports, free of charge by requesting them in writing from IMC Global Inc., 100 South Saunders Road, Lake Forest, Illinois 60045-2561, Attention: David A. Prichard, or by telephone at (847) 739-1200; e-mail: daprichard@imcglobal.com . You may obtain documents filed with the Securities and Exchange Commission by PLP free of charge by requesting them in writing from 100 South Saunders Road, Suite 300, Lake Forest, Illinois 60045-2561, or by telephone, (847) 739- 1200. With 2002 revenues of $2.1 billion, IMC Global (S&P, B+ Corporate Credit Rating, Stable) is the world's largest producer and marketer of concentrated phosphates and potash crop nutrients for the agricultural industry and a leading global provider of feed ingredients for the animal nutrition industry. For more information, visit IMC Global's Web site at http://www.imcglobal.com/ ISLE OF CAPRI: Names Marlon Phoenix to Head Mississippi Property ---------------------------------------------------------------- Isle of Capri Casinos, Inc. (Nasdaq: ISLE) announced the promotion of Marlon Phoenix to vice president and general manager of the company's Lula, Miss. property. Phoenix, who joined the company in 2001 as director of operations for the Isle-Lula, has 23 years' experience in the gaming and hospitality industry. He has held positions with Caesars, Harrah's and Merv Griffin's Resorts, all in Atlantic City, as well as Walt Disney World Resorts in Orlando, Florida and Moven Pick Golf Resort in Sharm El Sheikh on Egypt's Sinai Peninsula. Isle of Capri Casinos, Inc. (S&P, B+ Corporate Credit Rating, Stable) owns and operates 15 riverboat, dockside and land-based casinos at 14 locations, including Biloxi, Vicksburg, Lula and Natchez, Mississippi; Bossier City and Lake Charles (two riverboats), Louisiana; Black Hawk (two land-based casinos) and Cripple Creek, Colorado; Bettendorf, Davenport and Marquette, Iowa; and Kansas City and Boonville, Missouri. The company also operates Pompano Park Harness Racing Track in Pompano Beach, Florida. KAISER ALUMINUM: Retirees' Committee Taps FTI as Fin'l Advisor -------------------------------------------------------------- The Official Committee of Retired Salaried Employees of the Kaiser Aluminum Debtors seeks the Court's authority to retain FTI Consulting, Inc. pursuant to Section 1103(a) of the Bankruptcy Code to perform financial advisory services, nunc pro tunc to November 14, 2003. The Retiree Committee is familiar with the professional standing of FTI Consulting. FTI Consulting has a wealth of experience in providing financial advisory services in restructurings and reorganizations and enjoys an excellent reputation for services it has rendered in large and complex Chapter 11 cases on behalf of debtors and creditors throughout the United States. John E. Daniel, Chairman of the Retiree Committee, informs the Court that FTI Consulting's services are necessary to enable the Retiree Committee to serve as the authorized representative of the Debtors' retired salaried employees with respect to the Debtors' efforts to modify or terminate retiree benefits provided to retired salaried employees. Mr. Daniel further relates that FTI Consulting is well qualified and able to provide financial advisory services to the Committee in a cost-effective, efficient and timely manner. Specifically, FTI Consulting will: (a) assist the Retiree Committee in reviewing and calculating the medical benefit claim for retired salaried employees; (b) assist in analyzing and evaluating any proposed recovery to the Retiree Committee contemplated in a reorganization plan; (c) assist with the review of the Debtors' performance of cost/benefit evaluations with respect to the affirmation or rejection of various executory contracts and leases; (d) assist in the review of financial information distributed by the Debtors to creditors and others, including, but not limited to: -- cash flow projections and budgets; -- cash receipts and disbursement analysis; -- analysis of various asset and liability accounts; and -- analysis of proposed transactions for which Court approval is sought; (e) attend meetings and assist in discussions with the Debtors, potential investors, banks, other secured lenders, the Retiree Committee and other committees appointed in the Debtors' Chapter 11 proceedings, the U.S. Trustee, other parties-in-interest and bankruptcy professionals, as requested; (f) assist in the review and preparation of information and analysis necessary for the confirmation of a Plan; (g) provide litigation advisory services with respect to accounting and tax matters, along with expert witness testimony on case related issues as required by the Committee; (h) render other general business consulting or other assistance as the Retiree Committee or its counsel may deem necessary that are not duplicative of services provided by other professionals; and (i) provide, at the Retiree Committee' request, additional financial advisory services that may be deemed appropriate and necessary to the benefit of the Retiree Committee's monitoring of the Debtors' estates. FTI Consulting will be compensated according to its customary hourly rates, subject to periodic adjustments. The rates of FTI Consulting professionals range from: Senior Managing Directors $550 - 625 Directors & Managing Directors 395 - 550 Associates & Consultants 195 - 365 Administration & Paraprofessionals 80 - 160 The Debtors and FTI Consulting have agreed that FTI Consulting's fees will not exceed $150,000, plus reasonable expenses. The Debtors' estate will pay for the firm's fees and expenses. The Retiree Committee and FTI Consulting also agreed on provisions for dispute resolution: (a) Any controversy or claim arising out of, or in connection with the services provided by FTI Consulting to the Retiree Committee, including any matter involving a successor-in-interest or agent of the Retiree Committee or of FTI Consulting, will be brought before the Bankruptcy Court or the District Court for the District of Delaware if the District Court withdraws the reference; (b) FTI Consulting and the Retiree Committee and their successors and assigns, consent to the jurisdiction and venue of the court as the sole and exclusive forum for the resolution of any claims, causes of actions or lawsuits; (c) FTI Consulting and the Retiree Committee waive trial by jury -- the waiver being informed and freely made; (d) If the Bankruptcy Court, or the District Court, does not have or retain jurisdiction over the claims and controversies, FTI Consulting and the Retiree Committee will submit first to non-binding mediation. If mediation is not successful, then FTI Consulting and the Retiree Committee will submit to binding arbitration, in accordance with the dispute resolution procedures; and (e) Judgment on any arbitration award may be entered in any court having proper jurisdiction. In addition, FTI Consulting will not raise or assert any defense based on jurisdiction, venue, abstention or otherwise to the jurisdiction and venue of the Bankruptcy Court or the District Court to hear or determine any controversy or claims. Thomas E. Lumsden, Senior Managing Director of FTI Consulting, assures the Court that FTI Consulting does not represent or hold an interest adverse to the interest of the Debtors' estates with respect to the matter to which it is to be employed. The firm is a "disinterested person" within the meaning of Section 101(14). (Kaiser Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service, Inc., 215/945-7000) L-3: Clarifies Acquisition of IPICOM Defense & Aerospace Assets --------------------------------------------------------------- L-3 Communications (NYSE: LLL) announced on Monday, December 22, 2003, that it acquired certain defense and aerospace assets of IPICOM, Inc., for $27.5 million in cash. Any implication that L-3 acquired more than these assets of the defense and aerospace unit of IPICOM, Inc. was not intended. IPICOM, Inc., operating under the name IPITEK, is a leading manufacturer of Broadband Communications products and systems, including advanced performance analog, digital transmission and fiber optic transmission systems widely used in Broadband, Cable TV, Security and Surveillance applications. The company is also a leader in state-of-the-art fiber-optic components and advanced sensor components and products, including optical temperature sensors used in critical metallurgy and medical manufacturing applications. IPITEK retains the rest of its Aerospace and Defense unit, as well as all other operating divisions of the company including Network Systems, Photonic Components, and Advanced Sensor Products. IPITEK will continue to develop, manufacture and market high performance products to meet the needs of these markets. Headquartered in New York City, L-3 Communications (S&P, BB+ Corporate Credit Rating, Positive Outlook) is a leading provider of Intelligence, Surveillance and Reconnaissance (ISR) systems, secure communications systems, aircraft modernization, training and government services and is a merchant supplier of a broad array of high technology products. Its customers include the Department of Defense, Department of Homeland Security, selected U.S. Government intelligence agencies and aerospace prime contractors. To learn more about L-3 Communications, please visit the company's Web site at http://www.L-3Com.com/ LAIDLAW INT'L: Will Publish 1st-Quarter 2004 Results on Jan. 13 --------------------------------------------------------------- Laidlaw International (OTC Bulletin Board: LALW; TSX: BUS), a leading provider of transportation services and emergency department management services, will release financial results for its fiscal first quarter ending November 30, 2003 on Tuesday, January 13, 2004 after market close. The company will hold a conference call hosted by senior management to discuss the financial results on Wednesday, January 14, 2004 at 10:00 a.m. (EST). A webcast of the conference call will be accessible at Laidlaw International's Web site http://www.laidlaw.com/ To participate in the call, please dial: 800-231-5571 - (US and Canada) 973-582-2703 - (International) A replay will be available immediately after the conference call through January 28, 2004. To access the replay, dial 877-519-4471 (U.S and Canada) or 973-341-3080 (International); access code: 4400050. Additionally, the webcast will be archived on the Company's Web site. Laidlaw International, Inc. is a holding company for North America's largest providers of school and inter-city bus transport, public transit, patient transportation and emergency department management services. Trades of the company's shares are posted on the OTC Bulletin Board (OTCBB: LALW). Additionally, the company's shares trade on the Toronto Stock Exchange (TSX: BUS). For more information, visit http://www.laidlaw.com/ LAIDLAW INC: Laidlaw Int'l Discloses Post-Confirmation Exposure --------------------------------------------------------------- In a regulatory filing with the Securities and Exchange Commission on December 1, 2003, Kevin E. Benson, Laidlaw International Inc. President, Chief Executive Officer, and Director, reports that Laidlaw has no continuing direct exposure to any case except with respect to these matters: (1) D&O Claim Treatment Letter Mr. Benson relates that pursuant to the Confirmed Plan, Laidlaw is authorized and directed to implement the Director and Officer Claim Treatment Letter, among itself, the informal steering committees of its lenders and bondholders, and certain of its present or former directors or its subsidiaries or affiliates, including Safety-Kleen Systems Inc. The D&O Claim Treatment Letter sets forth an agreement among the parties with respect to the treatment of indemnification, reimbursement and other D&O claims, with respect to acts or omissions prior to Laidlaw's emergence from bankruptcy. Among other things, pursuant to the D&O Claim Treatment Letter, the Directors and Officers will have access to the D&O insurance policy, purchased by Laidlaw to cover claims, including those arising from certain lawsuits. In addition, the Directors and Officers will have access to a $10,000,000 trust established by Laidlaw to cover claims against the Directors and Officers not covered by the D&O Insurance. Laidlaw is obligated to contribute additional funds to maintain a $10,000,000 balance in the Defense Trust by contributing additional funds in $1,000,000 increments, subject to a cap of $10,000,000 in additional funding. The cap decreases over time. At August 31, 2003, the Trust had $9,200,000. No additional funds have yet been contributed by Laidlaw. The maximum aggregate amounts available in the Trust, and from additional contributions by Laidlaw, will be reduced to: -- $17,500,000 on June 23, 2005; -- $15,000,000 on June 23, 2007; -- $12,500,000 on June 23, 2009; -- $10,000,000 on June 23, 2011; and -- $0 on June 23, 2013. The unexpended balance in the Trust, if any, will revert to Laidlaw on June 23, 2013. (2) Georgia & Colorado Investigations In June 1999, the U.S. Department of Justice began an investigation of the billing processes of Regional Emergency Services, an AMR subsidiary, and of Florida Hospital Waterman. Regional Emergency Services managed the ambulance services for Florida Hospital Waterman. The Justice Department reviewed the billing processes from October 1992 to May 2002. The Justice Department alleged violations by the companies of the False Claims Act, based on the absence of certificates of medical necessity, and other non- compliant billing practices. The parties reached a tentative settlement for $20,000,000, of which AMR will contribute $5,000,000. On May 9, 2002, AMR received another subpoena duces tecum from the Office of the Inspector General. The subpoena requested copies of documents for the period from January 1993 through May 2002. The subpoena required AMR to produce a broad range of documents relating to Huguley Hospital and Regional Emergency Services contracts in Texas, Georgia and Colorado. The claims in Texas have already been resolved pursuant to the $20,000,000 tentative settlement agreement. However, government investigations in Georgia and Colorado are continuing. (3) Greyhound Litigation Laidlaw is the sole shareholder of Greyhound Lines, Inc., which in turn is the sole shareholder of Sistemas Internacional de Transporte de Autobuses, Inc. SITA owns 51% of Gonzalez, Inc., doing business as Golden State Transportation. On November 28, 2001, Golden State and numerous individual employees, including its senior management, were indicted by a federal grand jury for felony criminal offenses for allegedly transporting and harboring illegal aliens. The indictment also seeks forfeiture to the government of all the property of Golden State, which involves Golden State, SITA, and Greyhound Lines since they are claimants to the property. The defendants have been arraigned on the indictment and entered pleas of not guilty. Trial dates have been set as to certain defendants. But none of Greyhound, SITA or Laidlaw has been charged with any crime. The U.S. government filed a civil forfeiture action against certain Golden State assets based on allegations similar to those described in Golden State's indictment. Neither SITA, Greyhound, nor Laidlaw are defendants in the forfeiture action. However, Greyhound and SITA are claimants to the property. Mr. Benson says that Golden State has entered into a settlement agreement with the government regarding the criminal and civil forfeiture cases the government brought. On September 19, 2003, SITA and Greyhound also entered into stipulations with the government to settle their claims to the Golden State property in connection with the forfeiture action. Pursuant to the stipulations, Greyhound and SITA agreed to forfeit certain property and cooperate in the government's ongoing criminal investigations. In return, the government dropped its forfeiture allegations against the remaining property originally sought for forfeiture, and agreed not to pursue criminal charges against SITA, Greyhound, and their employees arising out of the events related to the criminal indictment. The bankruptcy court overseeing the Golden State bankruptcy approved the settlement on November 6, 2003. (4) Organized Strikes by Unionized Employees Laidlaw is a party to collective bargaining agreements that cover the majority of its employees. Laidlaw's largest collective bargaining agreement is between Greyhound and the Amalgamated Transit Union, which expires in January 2004. If Laidlaw's unionized employees were to engage in a strike or other work stoppage before January 2004, or if Laidlaw is unable to negotiate acceptable extensions of the agreement resulting in a strike or other work stoppage by the affected workers, it could experience a significant disruption of operations and increased operating costs as a result of higher wages or benefits paid to union members. This could have a material adverse effect on Laidlaw's business, financial condition, and results of operations. (Laidlaw Bankruptcy News, Issue No. 43; Bankruptcy Creditors' Service, Inc., 215/945-7000) LCM ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: LCM Associates, Inc. 1700 Ridgley Street Baltimore, Maryland 21230 Bankruptcy Case No.: 03-82717 Type of Business: The Debtor specializes in manufacturing and installing custom architectural millwork and fabrication with high-quality engineering, fabrication, and installation capabilities. See http://www.lcmassociates.com/for more information. Chapter 11 Petition Date: December 22, 2003 Court: District of Maryland (Baltimore) Judge: James F. Schneider Debtor's Counsel: Constance M. Hare, Esq. Mehlman, Greenblatt & Hare, LLC 1838 Greene Tree Road, Suite 360 Baltimore, MD 21208 Tel: 410-486-4790 Fax: 410-486-4360 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's 20 Largest Unsecured Creditors: Entity Nature Of Claim Claim Amount ------ --------------- ------------ 1700 Ridgely, LLC $284,026 c/o Foulger Pratt Management 9600 Blackwell Road, Suite 200 Rockville, MD 20850 State of Maryland State withholding $167,384 Comptroller of Treasury taxes for period Compliance Division from 4/3/03 to 10/31/03 Internal Revenue Service Federal withholding $155,866 taxes American Express $103,515 Chesapeake Plywood, LLC $103,305 Goldmar Sales Corporation $100,000 1700 Ridgely Limited $46,497 Partnership nka 1700 Ridgely, LLC Rulon Company $39,198 Kramon & Graham PA $36,327 Kelco Corporation $33,037 S.J. Morse Company $32,199 Nextel Communications Inc. $31,468 JLH Industries $30,281 Director of Finance Collection $28,672 Division Warfield-Dorsey Co., Inc. $28,380 Heritage Hardwoods $28,349 Industrial Finishes, Ltd. $27,248 State Farm Insurance $20,932 State of Maryland Sales tax $20,026 Sales and Use Tax Division Olympic Upholstery $17,014 MARINER HEALTH: Highland Discloses Transactions on Securities ------------------------------------------------------------- In a regulatory filing with the Securities and Exchange Commission on November 25, 2003, James Dondero, President of Highland Capital Management, L.P., discloses that, commencing in March 1988 and to February 2002, Highland Capital and its affiliates, Highland Crusader Offshore Partners, L.P., Prospect Street High Income Portfolio Inc., KZH Pamco L.P. and Highland Equity Focus Fund, L.P., acquired, in the ordinary course of business in secondary market transactions, interests in bank loans made to the Mariner Post-Acute Network, Inc., and Mariner Health Group, Inc., a wholly owned subsidiary of MPAN. Interests in the Loans were acquired with the working capital of Highland Capital, Crusader and Prospect. Pursuant to certain provisions of Mariner's Chapter 11 Plan, upon the effective date of the Plan, MPAN changed its name to "Mariner Health Care, Inc." and all claims against both MPAN and MGH were retired upon the issuance of MHC Common Stock, new notes and cash consideration. As of May 13, 2002 -- the Plan Effective Date -- Highland Capital, Crusader, KZH Pamco and Prospect acquired 1,399,416 in aggregate shares of MHC Common Stock. In addition, Highland Capital acquired beneficial ownership of stock options to purchase 25,000 more shares. The Options were granted under MHC's 2002 Stock Incentive Plan to Patrick H. Daugherty, a portfolio manager and general counsel for Highland Capital. Mr. Daugherty and Highland Capital have an understanding pursuant to which Mr. Daugherty holds the Options for Highland Capital's benefit. On October 28, 2002, Highland Capital transferred 72,580 MHC shares at $4.80 per share to Equity Focus Fund. Highland Capital's total equity ownership after the transfer consisted of stock options to purchase 25,000 MHC shares. Equity Focus Fund is the record owner of 72,580 shares of MHC Common Stock. Equity Focus Fund paid for the transfer using funds from its working capital. Pursuant to the Plan, the outstanding pre-Chapter 11 Common Stock and preferred stock was canceled and, upon implementation of the Plan, MHC was to issue up to 20,000,000 shares of Common Stock to its creditors in accordance with the Plan provisions. Based on the information MHC disclosed in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, there were 20,000,000 shares of Common Stock outstanding as of November 21, 2003. Under the Securities Exchange Act and in accordance with a Joint Filing Agreement among Highland Capital, Crusader, Prospect, KZH Pamco, Equity Focus Fund and Mr. Daugherty dated November 25, 2003, Mr. Dondero relates that Mr. Daugherty may be deemed to beneficially own 1,127,422 shares of Common Stock, which is 5.6% of the total MHC shares outstanding on November 21, 2003. Sole Shared Sole Shared Voting Voting Dispositive Dispositive Power Power Power Power ------ ------ ----------- ----------- Highland Capital 25,000 0 25,000 0 Crusader 911,795 0 911,795 0 KZH Pamco 93,670 0 93,670 0 Prospect 50,122 0 50,122 0 Equity Focus Fund 46,835 0 46,835 0 Patrick Daugherty 0 0 0 0 Mr. Dondero also reports that Crusader acquired 300,000 shares in the open market on these dates and at these prices: Trade Date Shares Sold Price ---------- ----------- ----- 11/25/2002 25,000 $6.75 11/26/2002 10,000 6.80 12/02/2002 225,000 7.32 12/04/2002 40,000 7.05 On November 18, 2003, 106,000 shares were sold in the open market out of the structures at a price of $13.7432: Entity Shares ------ ------ Crusader 87,672 Prospect 4,819 KZH Pamco 9,006 Equity Focus Fund 4,503 On November 21, 2003, 500,000 shares were sold in the open market out of the structures at a price of $12.10: Entity Shares ------ ------ Crusader 413,543 Prospect 22,732 KZH Pamco 42,483 Equity Focus Fund 21,242 (Mariner Bankruptcy News, Issue No. 54; Bankruptcy Creditors' Service, Inc., 215/945-7000) MCMORAN EXPLORATION: James R. Moffett Reports 8.9% Equity Stake --------------------------------------------------------------- James R. Moffett beneficially owns 1,049,341 shares of the common stock of McMoRan Exploration Company with sole voting and dispositive powers, and 551,621 shares over which Mr. Moffett shares voting and dispositive powers. The aggregate amount held, 1,600,962 shares, represents 8.9% of the outstanding common stock of McMoRan Exploration. The holding of 8.9% is based on 16,731,292 shares of common stock of McMoRan outstanding as of October 31, 2003, plus options to acquire 1,049,341 shares of common stock of the Company held by Mr. Moffett and preferred stock convertible into 159,563 shares of common stock of the Company held by Mr. Moffett. McMoRan Exploration Co. is an independent public company engaged in the exploration, development and production of oil and natural gas offshore in the Gulf of Mexico and onshore in the Gulf Coast area. Additional information about McMoRan is available at http://www.mcmoran.com/ At September 30, 2003, McMoRan Exploration's balance sheet shows a total shareholders' equity deficit of about $65 million. MEDINEX SYSTEMS: David Smith Discloses 19.8% Equity Stake --------------------------------------------------------- David Smith beneficially owns 4,203,360 shares of the common stock of Medinex Systems, Inc., representing 19.8% of the outstanding common stock of the Company based on there being 21,203,448 shares outstanding as of November 19, 2003. Mr. Smith holds sole voting and dispositive powers over the stock. He acquired the reported shares pursuant to an Exchange Agreement with the purpose of obtaining control over Medinex Systems. Maxus and Medinex structured a Stock Exchange so that the stockholders of Maxus would own a majority of the outstanding common stock of Medinex Systems and Maxus would become a wholly-owned subsidiary of Medinex Systems. Health care technology solutions provider Medinex Systems Inc. on November 27, 2002, filed for chapter 11 bankruptcy protection in the U.S. Bankruptcy Court in Boise, Idaho. MERCER INT'L: Adopts Shareholder Protection Rights Plan ------------------------------------------------------- Mercer International Inc., (Nasdaq: MERCS, TSX:MRI.U) adopted a shareholder protection rights plan to replace its current plan which expires on December 31, 2003. The new rights plan is on substantially similar terms as the Company's prior rights plan and will be effective until the close of business on December 31, 2005, unless otherwise terminated. Under the rights plan, the Company will issue one right for each share of beneficial interest of the Company outstanding as of the close of business on December 31, 2003 and one right for each share of beneficial interest issued after December 31, 2003. Each right entitles a shareholder to purchase a fraction of a Series A Junior Participating Preferred Share of the Company with economic terms similar to that of the Company's shares of beneficial interest at an initial exercise price of $75 subject to certain adjustments as set forth in the plan. The rights will become exercisable only upon the occurrence of certain events. Further details of the plan are outlined in a letter to be delivered to shareholders of the Company as of December 31, 2003. Mercer International Inc. is a European pulp and paper manufacturing company. At September 30, 2003, the company's balance sheet reports a working capital deficit of about E58 million. MIKOHN GAMING: EVP Denny Garcia Will Retire Effective Dec. 31 ------------------------------------------------------------- Mikohn Gaming Corporation (NASDAQ: MIKN) announced that Denny Garcia, Executive Vice President has informed the Company that he intends to retire, effective December 31, 2003. Denny Garcia joined Mikohn Gaming following the successful merger of his companies, Casino Signs North and A & D Sign Manufacturing, Inc., with Mikohn Gaming in 1993. Throughout his career at Mikohn, he has been instrumental in crafting sales strategies which have advanced Mikohn's product offerings and market penetration, most recently heading Mikohn's efforts in the California and Tribal Gaming markets. Russ McMeekin, President and Chief Executive Officer commented, "Denny's extensive gaming knowledge and sales expertise significantly contributed to Mikohn's revenue growth over the past decade. His energy and dedication as both a senior member of our sales team, and during his tenure on our Board of Directors, is greatly appreciated. We wish him the very best in his retirement." Mikohn (S&P, B- Corporate Credit Rating, Negative Outlook) is a diversified supplier to the casino gaming industry worldwide, specializing in the development of innovative products with recurring revenue potential. The Company develops, manufactures and markets an expanding array of slot games, table games and advanced player tracking and accounting systems for slot machines and table games. The company is also a leader in exciting visual displays and progressive jackpot technology for casinos worldwide. There is a Mikohn product in virtually every casino in the world. For further information, visit the Company's Web site at http://www.mikohn.com/ MIRANT: Federal Judge Denies Request to Terminate Pepco Pacts ------------------------------------------------------------- On December 23, 2003, The Honorable John McBryde, Judge of the United States District Court for the Northern District of Texas, Fort Worth Division, issued a Memorandum Opinion and Order denying bankrupt Mirant Corp.'s request to reject two power purchase agreements under which Mirant had committed to reimburse Pepco for the cost of electricity supplied to Pepco under power purchase agreements with third party generators. Pepco is a subsidiary of Pepco Holdings, Inc. (NYSE: POM). Pepco and the Federal Energy Regulatory Commission (FERC) opposed Mirant's attempt to use the bankruptcy laws to terminate the agreements on the grounds that Mirant could not terminate its obligations without prior FERC approval. Judge McBryde agreed and declined to issue injunctive relief requested by Mirant. He further ordered Mirant to show cause by January 5, 2004 why all injunctive relief previously granted by the bankruptcy court should not be dissolved. Pepco believes the Court's opinion is just, proper and in accordance with the law, and assumes that Mirant will continue to perform its obligations under these agreements, as it has since the commencement of its bankruptcy proceeding. Pepco Holdings, Inc. is a diversified energy company with headquarters in Washington, D.C. Its principal operations consist of Pepco and Conectiv Power Delivery, which deliver 50,000 gigawatt-hours of power to more than 1.8 million customers in Washington, Delaware, Maryland, New Jersey and Virginia. PHI engages in regulated utility operations by delivering electricity and natural gas, and provides competitive energy and energy products and services to residential and commercial customers. MIRANT CORP: Mirant Americas Sues City of Vernon to Recoup $14MM ---------------------------------------------------------------- On September 9, 2000, Mirant Americas Energy Marketing LP and the City of Vernon, California executed a "Transaction Confirmation" pursuant to which the parties agreed that MAEM would sell to Vernon and Vernon would purchase, starting on October 1, 2000, 25 megawatts of power for $59.45 per megawatt hour, Monday through Saturday on peak hours, on a firm basis. The End Date of the Transaction was December 31, 2006. According to Ian T. Peck, Esq., at Haynes and Boone LLP, in Dallas, Texas, the Transaction Confirmation provides that the Enabling Agreement for the Transaction is the "WSPP" agreement. WSPP stands for Western Systems Power Pool, an organization of power providers and receivers. The "WSPP Agreement" is an enabling agreement for power transactions between WSPP members. Both MAEM and Vernon are members of the WSPP. The WSPP Agreement became effective on July 27, 1991 and continues to be in effect on a year-to-year basis until terminated by the Parties. On December 20, 2001, Mr. Peck reports that Vernon wrote to MAEM and purported to exercise its right, pursuant to Section 27 of the WSPP Agreement, to demand assurances of performance, because MAEM's debt recently had been downgraded to below investment grade by Moody's and the media supposedly reported other alleged material adverse changes in MAEM's financial condition. On December 24, 2001, MAEM responded to Vernon, explaining that there were two reasons why assurances of performance were not due: (1) Vernon had not demonstrated "reasonably exercised discretion" and MAEM's creditworthiness, financial responsibility, or performance viability could not reasonably have become unsatisfactory to Vernon because: (i) the Moody's downgrade had been discredited by reputable financial institutions; (ii) Standard & Poor's Corporation had reaffirmed MAEM's investment grade rating; (iii) MAEM had performed all its obligations to date; and (iv) Mirant Corporation had taken steps to strengthen its already strong balance sheet; and (2) Pursuant to Section 27 of the WSPP Agreement, any MAEM obligation to provide assurances was "limited to a reasonable estimate of the damages to [Vernon] (consistent with Section 21.3 of this Agreement) if MAEM were to fail to perform its obligations." As MAEM, in case of a MAEM default, would be entitled to approximately $12,771,000 from Vernon pursuant to the calculation formula as set forth in Section 21.3 of the WSPP Agreement, no assurances from MAEM to Vernon were due, under the WSPP Agreement's clear terms. Vernon responded on January 15, 2002, repeating its belief that assurances were due, and stating that: "Moody's downgraded Mirant, which we are informed is the successor to Southern Energy. We made a contract with Southern Energy as the basis that it was the subsidiary of the Southern Company. Both of these entities were rated investment grade or better when we entered into the agreement on September 15, 2000. We request . . . an explanation of the successor in operation to Southern Energy, Mirant." Mr. Peck tells Judge Lynn that MAEM attempted to contact Vernon by telephone, to no avail. On January 22, 2002, MAEM finally was able to speak with Vernon. MAEM again explained that no assurances were due under Section 27 of the WSPP Agreement. MAEM also explained that the transformation of Southern Energy Marketing L.P. to Mirant Americas Energy Marketing LP merely was a change of the entity's legal name and that no merger or assignment had taken place. Nevertheless, MAEM requested, in a spirit of compromise, that Vernon provide it with the dollar amount of collateral that would alleviate any of Vernon's alleged concerns. Vernon agreed to provide the amount in the next few days. However, Vernon never communicated that amount to MAEM. Instead, Vernon purported to terminate the Transaction on January 25, 2002. Vernon asserted two reasons for its professed termination: (1) According to Vernon, MAEM refused to provide assurances of performance and the refusal constituted an Event of Default under the WSPP Agreement; and (2) Vernon alleged that Southern Company Energy Marketing L.P. had assigned its rights and obligations to MAEM, and that the assignment was in breach of Section 14 of the WSPP Agreement, which required Vernon's prior written consent or assignment to a successor in operation with a creditworthiness comparable to or higher than the assignor. According to Vernon, the purported "assignment" constituted a material breach and either a repudiation or a revocation of the Transaction. That same day, January 25, 2002, Vernon refused MAEM's attempted delivery of power. When MAEM called Vernon for an explanation of Vernon's refusal to accept delivery, the Vernon employee on the call stated that he was directed to terminate all contracts and transactions with MAEM. As a result, MAEM terminated the Transaction by letter dated February 1, 2002. The termination was based on Vernon's failure to provide adequate assurances to MAEM of its performance viability pursuant to Section 27 of the WSPP, which constitutes an Event of Default pursuant to Section 22.1(d) of the WSPP Agreement, and on Vernon's repudiation of the Transaction through its refusal to perform (i.e., receive power) since January 25, 2002 and its purported termination letter of that same date. On February 8, 2002, MAEM sent Vernon an invoice accompanied by a Notice and Demand of Payment of all amounts due and owing to MAEM under the terminated Transaction. The invoice was for a total of over $14,000,000, consisting of: (i) Liquidated Damages as calculated pursuant to Section 21.3(a)(1) of the WSPP Agreement for Vernon's failure to receive power from January 25, 2002 to January 31, 2002; (ii) a Termination Payment, as calculated pursuant to Section 22.3 of the WSPP Agreement, for the period from February 1, 2002 until December 31, 2006; and (iii) outstanding accounts receivable. Payment of the invoice was due, MAEM stated, within three Business Days of receipt of the notice. When Vernon failed to pay the demanded amount, MAEM asked the WSPP on February 21, 2002 for informal non-binding mediation, or, in the alternative, formal non-binding mediation of the dispute, pursuant to the WSPP Agreement. In a letter dated February 25, 2002 to MAEM, Vernon reiterated its position that the spin-off of MAEM from Southern Company constituted an assignment by Southern Energy to MAEM of its rights and obligations under the Transaction and the WSPP Agreement in breach of Section 14 of the WSPP Agreement because: (a) Vernon was not asked and did not provide a prior written consent; and (b) MAEM's creditworthiness was not comparable to or higher than the creditworthiness of Southern Energy. However, Vernon failed to respond to MAEM's request for informal non-binding mediation. The WSPP then advised the parties that MAEM's alternative request for formal non-binding mediation would be carried out. On March 7, 2002, Vernon notified MAEM that it would pay the outstanding accounts receivables on March 11, 2002. These amounts were indeed paid. However, Mr. Peck points out that Vernon failed to pay the other amounts due, comprised of Liquidated Damages and a Termination Payment, which amount to at least $14,061,914, not including interest. On January 17, 2003, MAEM submitted a Notice of Claim to and against the City of Vernon. On April 24, 2003, MAEM wrote to Vernon and requested formal binding arbitration of its dispute with Vernon. Again, Vernon resisted formal binding arbitration and has stated that it "believes the arbitration provision in the WSPP Agreement is inapplicable." Accordingly, by this complaint, MAEM seeks a Court judgment that: (a) compels Vernon to turn over estate property in an amount to be determined at trial, but not less than $14,061,914, not including interest, pursuant to Section 542(a) of the Bankruptcy Code; (b) declares Vernon's breach of contract when it purported to terminate the Transaction and failing to perform its obligations under the Transaction and the WSPP Agreement; and (c) award to it pre-judgment interest, attorneys' fees and costs. (Mirant Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service, Inc., 215/945-7000) MKTG SERVICES: Formally Changes Name to Media Services Group Inc ---------------------------------------------------------------- MKTG Services, Inc. (Nasdaq: MSGI), a leading relationship marketing company, officially changed its name to Media Services Group, Inc., effective immediately. The Company's ticker symbol will remain MSGI. The Company held a Special Meeting of Stockholders on December 24th to vote on the name change where it received 92% approval of the amendment. Media Services Group believes the name change more accurately reflects its existing and contemplated range of services, and will articulate its vision and strategy for the future in the new calendar year. Media Services Group, Inc. (Nasdaq: MSGI) is a leading relationship marketing company focused on assisting corporations with customer acquisition and retention strategies and solutions. Our highly customized teleservices operations deliver campaigns that strengthen brands, increase customer loyalty, and consistently yield a higher net return for our clients. General Electric Company has been the largest shareholder of the Company since 1997. The corporate headquarters is located at 333 Seventh Avenue, New York, NY 10001. Telephone: 212-362-2012. Additional information is available on the Company's Web site at http://www.mediaservices.com/ * * * On August 12, 2003, MKTG Services, Inc. dismissed PricewaterhouseCoopers LLP as its independent auditor. The Company's dismissal of the Former Auditor was approved by the entire Board of Directors of the Company upon the recommendation of the Company's Audit Committee. The Former Auditor's report on the Company's financial statements for the year ended June 30, 2002, included a separate paragraph regarding the Company's ability to continue as a going concern. In November 2000 and November 2001, the Former Auditor reported to, and discussed with management of the Company and the Audit Committee, a material weakness related to certain internal controls. In particular, the Former Auditor noted that: (a) the Company did not appear to have formal procedures in place to ensure that financial management is provided with documents and sufficiently consulted with regard to the potential accounting consequences of transactions prior to the finalization of contracts and agreements, (b) there appeared to be limited control procedures in place to ensure that financial management is made aware of all transactions that occur and documentation is received and reviewed in a timely manner, and (c) that transactions with financial significance should be discussed with external auditors prior to finalization. According to MKTG no such comments have been made by the Former Auditor to the Company since November 2001. The Company has engaged the firm of Amper, Politziner & Mattia, P.C., 2015 Lincoln Highway Edison, NJ 08818 as its independent auditor effective on or about August 19, 2003, to act as its independent auditor for the fiscal year ending June 30, 2003. NAT'L CENTURY: Wants to Expand American Express Engagement Scope ---------------------------------------------------------------- National Century Financial Enterprises, Inc., and its debtor- affiliates seek the Court's authority to expand the scope of American Express Tax and Business Services, Inc.'s employment in these Chapter 11 cases. The parties entered into an Addendum to the Engagement Letter dated October 20, 2003. Charles M. Oellermann, Esq., at Jones, Day, Reavis & Pogue, in Columbus, Ohio, relates that the Debtors have made significant progress regarding their approach to investigating and pursuing the causes of action belonging to their estates arising from the collapse of their businesses prior to the Petition Date. In particular, the Debtors employed Gibbs & Bruns, LLP to pursue many of these causes of action. In connection with its investigation of the causes of action, Gibbs & Bruns interviewed various forensic and financial advisory firms, including American Express for the purpose of engaging one of these firms as litigation consultants to provide forensic and financial advisory assistance with respect to the claims. After the interview process, the Debtors decided to employ American Express to perform additional litigation consulting services on behalf of their estates. The Addendum would revise the Engagement Letter to expand the engagement of American Express to provide these additional services: (a) forensic and financial advisory services relating to the financial and other records of the Debtors, related parties, providers and others as instructed by counsel and the Debtors; (b) preparation of various reports and analyses with respect thereto; (c) assistance in various litigation actions relating thereto; and (d) provide other services as directed by counsel and the Debtors. Accordingly, the Court approves the expanded employment of American Express to perform the additional services as litigation consultants nunc pro tunc to August 22, 2003. American Express is highly experienced in providing forensic and financial advisory services. The American Express engagement to perform these services will be led by Michael Lane. Mr. Lane has over 23 years of healthcare experience in public accounting and banking. In addition, American Express has extensive knowledge of the Debtors and their prepetition business operations that will assist it in performing these litigation consulting services effectively and efficiently. Mr. Oellermann relates that American Tax Express will continue to charge for its services on an hourly basis in accordance with its ordinary and customary hourly rates in effect on the date services are rendered. American Express will also continue to maintain detailed, contemporaneous records of time expended and any actual and necessary expenses incurred in connection with the rendering of services to the Debtors. Scott Peltz, Managing Director of American Express Tax, maintains that American Express has no connection with the Debtors, their creditors, the U.S. Trustee or any other party with an actual or potential interest in the Chapter 11 cases or their attorneys or accountants. (National Century Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service, Inc., 215/945-7000) NAT'L STEEL: Intends to Adopt Retirees Benefit Trust Amendment -------------------------------------------------------------- Pursuant to collective bargaining agreements with the United Steelworkers of America, United Plant Guard Workers of America, International Chemical Workers, International Union of Bricklayers and Allied Craftsmen, and International Hodcarriers, Building and Common Labors Union of America, the National Steel Debtors established, effective on December 29, 1994, a trust governed by Section 501(c)(9) of the Internal Revenue Code, for the purposes of holding and investing assets they contributed for the future payment of certain post-retirement health care and life insurance benefits for eligible Union retirees and their dependents or beneficiaries through benefit plans to be established. The Trust is governed by the National Steel Corporation Represented Retirees Benefit Trust -- the Trust Agreement -- and is commonly known as a "Taft-Hartley" trust. The Trust is also governed by Section 302 of the Labor Management Relations Act of 1947. The Trust Agreement provides for an Administrative Committee of six persons to administer the National Voluntary Employee Beneficiary Association with three members designated by the Debtors and three members designated by the USWA. Pursuant to the Trust Agreement, a successor member is designated by the entity that appointed the predecessor entity, that is, the Debtors or the USWA. Timothy Pohl, Esq., at Skadden, Arps, Slate, Meagher & Flom, in Chicago, Illinois, relates that, as a result of the U.S. Steel Sale, the Debtors intend to wind up their affairs and go completely out of business. Thus, the Debtors and the Unions entered into separate agreements, in which the parties agreed to make arrangements to provide retiree benefits with the assets held in the VEBA. In connection with the implementation of the Effects Agreement, the Debtors and the USWA decided that the Trust Agreement should be amended to allow the VEBA to operate independent of the Debtors in light of the anticipated termination of the Debtors' existence. The parties further agree that the VEBA assets will be used to begin providing post- retirements health care and life insurance benefits to Union retirees and their beneficiaries. According to Mr. Pohl, the proposed amendments to Agreement: (a) reflects the change in Trustees from Mellon Bank to National City Bank; (b) transfers the Debtors' rights and obligations under the Trust Agreement to the VEBA's existing Administrative Committee; (c) modifies the procedures for amending the Trust Agreement and terminating the Trust; (d) grants the Administrative Committee the express authority to adopt one or more benefit plans to provide benefits to eligible individuals; (e) provides for the resignation of the current Employer Members of the Administrative Committee and the appointment of successor Employer Members; and (f) provides that an Employer Member vacancy on the Administrative Committee that may occur will be filled by the remaining Employer Members, or in the event there are no remaining Employer Members, the Trustee may petition a court to appoint one or more successor Employer Member, and that an Employer Member may be removed by the unanimous vote of the other Employer Members. Mr. Pohl ascertains that the Amendment does not add any cost or potential cost to the Debtors, while permits the VEBA to provide benefits to eligible individuals. Furthermore, the structure of the Administrative Committee contemplated by the proposed Amendment best addresses the current situation in which the Debtors will go out of existence and no longer have management officials that can be appointed as Employer Members while, at the same time, allows the VEBA to continue in existence and comply with the LMRA Section 302 requirements. Accordingly, the Debtors seek the Court's authority to adopt the Amendments to the Trust Agreement. (National Steel Bankruptcy News, Issue No. 41; Bankruptcy Creditors' Service, Inc., 215/945- 7000) NRG ENERGY: Secures Court Approval for GE Settlement Agreement -------------------------------------------------------------- NRG Energy, Inc., and its debtor-affiliates ask the Court to authorize the use of the estate's cash not in the ordinary course of business to settle an outstanding third-party claim, and to approve a settlement among the Debtors, Bayou Cove Peaking Power, LLC, NRG Bayou Cove LLC, General Electric Company, and General Electric International, Inc. The Louisiana Subsidiaries' Business According to Matthew A. Cantor, Esq., at Kirkland & Ellis, in New York, Bayou Cove Peaking Power, LLC and NRG Bayou Cove LLC are indirect, wholly owned, non-debtor subsidiaries of the Debtors that own and operate a 320-megawatt electrical generating station in Arcadia Parish, near Jennings, Louisiana. To recall, on October 31, 2001, Bayou Cove entered into an Engineering, Procurement and Construction Contract with Entergy Louisiana, Inc. for the construction of the Bayou Cove Station. The Construction Contract was then assigned to Entergy Gulf States, Inc. Bayou Cove and Entergy also are parties to an Interconnection and Operating Agreement effective October 18, 2001. The Interconnection Agreement enables Bayou Cove to obtain transmission service necessary to deliver energy generated at the Bayou Cove Station to purchasers. The Dispute As part of the construction of the Bayou Cove Station, Bayou Cove purchased construction assets like gas turbines, generators, and other related assets from General Electric, subject to the terms and conditions of a Turbine Purchase Site Specific Agreement. The Site Agreement provided that the Louisiana Subsidiaries and the Debtors will be responsible for sales taxes. As GE was required to pay the sales tax to the State of Louisiana pursuant to Louisiana law, GE was entitled to reimbursement from the Debtors. Thus, GE invoiced the Debtors for the sales tax on June 5, 2002. The invoice was to be paid within 30 days of receipt. On August 22, 2002, after several unsuccessful attempts to collect the sales tax reimbursement, GE filed a lien with the Acadia Parish Clerk of Court against the buildings and grounds of the Bayou Cove Station for $6,375,742 for the recovery of sales taxes paid by GE. The GE Lien lists the Debtors and the Louisiana Subsidiaries, collectively or individually, as the owners of the Bayou Cover Station that are legally indebted to GE for the dollar value of the GE Lien. Neither the Debtors nor the Louisiana Subsidiaries dispute the validity of the GE Lien. However, payment has not been made to GE to settle the GE Lien due to the filing of the Chapter 11 cases and the applicable restrictions imposed by the Bankruptcy Code on the use of the Debtors' property. Effect of the GE Lien Pursuant to the Construction Contract and the Interconnection Agreement, Bayou Cove was to construct certain facilities necessary to transmit electricity from the Bayou Cove Station. The Transmission Facilities are critical to Bayou Cove because they support the transmission system that Bayou Cove uses to move energy from the Bayou Cove Station to purchasers. Under the Construction Contract and the Interconnection Agreement, following the acceptance and inspection of the Transmission Facilities by Entergy, Bayou Cove is to transfer to Entergy title to the Transmission Facilities, free and clear of all liens and encumbrances. The Interconnection Agreement also provides that Bayou Cove will receive transmission credits from Entergy in an amount equal to the full value of the Transmission Facilities. As of October 9, 2003, the value of the credits that Bayou Cove is entitled to receive in exchange for the Transmission Facilities is approximately $7,000,000, and possibly more. Upon receipt of the transmission credits, Bayou Cove is free to assign the credits to any other entity. On May 14, 2003, and again on August 14, 2003, Entergy provided written notification to Bayou Cove that it considers the existence of the GE Lien to be a material breach of the Construction Agreement. Entergy also asserted that the failure of Bayou Cove to transfer title to the Transmission Facilities is a material breach of the Interconnection Agreement, and thus, gives Entergy the right to terminate the Interconnection Agreement. Entergy has stated that absent resolution of this matter, it will make the necessary filings with the Federal Energy Regulatory Commission to terminate the Interconnection Agreement. Thus, the costs to Bayou Cove relating to termination of the Interconnection Agreement are: (a) lost transmission credits; (b) lost opportunity cost from the inability to sell energy; and (c) potentially incurring the cost of additional system upgrades required for the Bayou Cove Station to connect to Entergy's transmission system after additional transmission customers have interconnected. The Settlement Bayou Cove does not agree that the conditions precedent to the termination of the Interconnection Agreement have been met. Nevertheless, Bayou Cove and Entergy have agreed to avoid the risk, cost and uncertainty of a protracted dispute over the issue. Entergy has agreed to refrain from taking any action to terminate the Interconnection Agreement at this time so long as Bayou Cove continues to work toward obtaining the Court's approval to allow the Debtors to pay the GE Lien, which will subsequently allow Bayou Cove to transfer title to the Transmission Facilities to Entergy, free and clear of all liens and encumbrances. The Debtors will pay $6,400,000 to satisfy the GE Lien. The Debtors submit that it has sufficient cash -- approximately $68,800,000 as of October 8, 2003 -- from which to satisfy the GE Lien. Mr. Cantor reports that the Debtors, the Louisiana Subsidiaries, and GE desire to settle the GE Lien and to avoid any future claims relating to the GE Lien by way of compromise rather than by litigation. GE has agreed to file a termination statement terminating the GE Lien, and enter into a legally valid release of its claims against the Debtors and the Louisiana Subsidiaries from any future claims related to the GE Lien. Concurrent with the Settlement, Bayou Cove will transfer the Transmission Facilities to Entergy, and Entergy will transfer the transmission credits to Bayou Cove. Mr. Cantor asserts that the value accruing from the Settlement represents a benefit to the Debtors' creditors and all parties- in-interest, which include: (a) elimination of the GE Lien and the attendant negotiations and potential litigation costs; (b) restoration of Bayou Cove's ability to transfer title of the Transmission Facilities to Entergy free and clear of all liens and encumbrances; (c) preservation of the Interconnection Agreement, which is required to sell electricity generated at the Bayou Cove Station; and (d) preservation of Bayou Cove's right to approximately $7,000,000 of transmission credits. * * * Judge Beatty promptly grants the Debtors' request. (NRG Energy Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service, Inc., 215/945-7000) OLYMPIC WORLD: Three Directors at Royal Olympic Cruise Resign ------------------------------------------------------------- Royal Olympic Cruise Lines announces the resignations of Mr. Rex Harrington, Mr. Parker Quillen and Mr. John Evangelide from the Board of Directors of Royal Olympic Cruise Lines. As reported in Troubled Company Reporter's December 19, 2003 edition, Royal Olympic Cruise Lines, Inc., (Nasdaq: ROCLF) announced that two out of its eight ship-owning companies, Olympic World Cruises, Inc., the owner of the vessel Olympia Voyager, and Royal World Cruises, Inc. the owner of the vessel Olympia Explorer, have filed for reorganization under Chapter 11 of the United States bankruptcy code. OWENS CORNING: Solicitation Exclusivity Intact Until July 1 ----------------------------------------------------------- The Owens Corning Debtors' Exclusive Period to solicit acceptances of the Plan has been extended by the overseeing U.S. Bankruptcy Court through and including July 1, 2004. (Owens Corning Bankruptcy News, Issue No. 64; Bankruptcy Creditors' Service, Inc., 215/945-7000) OXFORD AUTOMOTIVE: Delivers Q2 Report Letter to New Bondholders --------------------------------------------------------------- Oxford Automotive, Inc., a Tier 1 automotive supplier with $1 billion in annual revenues, has issued a letter to its new bondholders under its November bond transaction detailing its second fiscal quarter results. Bondholders are invited to go to the press release section of the company's Web site at http://www.oxauto.com/to view the details of this report. Oxford Automotive, Inc., with headquarters in Troy, Mich., is a leading Tier 1 supplier of specialized welded metal assemblies and related services. The company, which is privately held, currently has approximately 7,200 employees at 33 locations in nine countries, with technology centers in the United States, France, Germany and Italy. Annual revenues for the fiscal year ended March 31, 2003 were approximately $1 billion. * * * In October, 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. PACIFIC GAS: Secures Nod to Compromises Claims Against El Paso -------------------------------------------------------------- Pacific Gas and Electric Company obtained the Court's authority to compromise its claims against El Paso Natural Gas Company, El Paso Merchant Energy-Gas, LP, and El Paso Merchant Energy Company and to enter into agreements necessary to resolve the claims. In particular, the principal terms of each agreement are: A. The Master Settlement Agreement El Paso will provide, inter alia, $1,550,000,000 in settlement consideration, valued in nominal dollars, in three principal forms: (a) Up-front Payments Under the Master Settlement Agreement, the $550,000,000 in up-front payments consists of: -- El Paso will deposit $78,590,071 into escrow on the later of the execution of the Master Settlement Agreement or the date on which all parties and an acceptable escrow agent execute an escrow agreement -- Escrow Effective Date; -- El Paso will deposit $243,229,464 into escrow by December 22, 2003; -- El Paso Corporation will sell 26,371,308 shares of its common stock, worth $227,000,000 when the Master Settlement Agreement was executed, at the direction of the Settling Claimants after a shelf registration statement authorizing issuance of the shares become effective. The proceeds of that stock sale will be deposited into escrow; and -- El Paso will deposit into escrow before the date when all conditions precedent have been satisfied -- Effective Date -- $2,000,000, from a bonus pool for El Paso officers. The conditions precedent include the San Diego Superior Court's approval of the class action settlement, the FERC's approval of the Settlement and the dismissal of the FERC proceedings against El Paso, the Bankruptcy Court's approval of the Settlement as to PG&E, and the entry of a stipulated judgment in the Federal District Court encompassing the structural relief the parties agreed. (b) The Deferred Payments Beginning on the later of the Effective Date or July 1, 2004, El Paso will begin making deferred payments totaling $875,000,000 in 40 semi-annual installments over a 20-year period. El Paso may prepay its deferred payment obligation, in full or in part, before or after the Effective Date. If El Paso regains an investment grade credit rating for a period of six months or longer, the remaining payments are accelerated so that the obligation is paid off within 15 instead of 20 years. Under a 20-year amortization schedule, each semi-annual payment will be $21,890,651. If the amortization schedule is accelerated to fifteen years, the amount of each payment will increase, although the precise amount of the increase will depend on when the acceleration takes place. The amortization schedule will not revert to 20 years if El Paso thereafter becomes non-investment grade. El Paso will secure the Deferred Payments with oil and gas reserves with a value equal to 130% -- a coverage ratio of 1.3 to 1 -- of the net present value of the outstanding Deferred Payments, measured as of the close of each calendar quarter. El Paso will deliver letters of credit or other collateral acceptable to the Settling Claimants and to any applicable rating agency -- if the obligations have been monetized; (c) The Contract Concession to California Department of Water Resources As of the Effective Date, El Paso will amend the Master Power Purchase and Sale Agreement dated as of February 9, 2001, between El Paso Merchant LP and California Department of Water Resources to reduce the price of the contract by $125,000,000 over the remaining two and half years of the term of the contract. Under the Allocation Agreement, California Department of Water Resources has committed to use all consideration allocated to it to reduce its annual revenue requirement; (d) Structural Remedies El Paso agrees to certain "structural remedies" to prevent any future manipulation of the California gas market, including guarantees to make physically available the capacity to deliver 3,290 MMcf/day of gas to California and clarification of the procedure whereby northern California shippers may recall Block II capacity to serve customers in PG&E's service area, as set forth in a FERC-approved settlement on April 16, 1997. With the exception of issues that are within the exclusive jurisdiction of the FERC, the structural remedies are to be enforced in Federal District Court through a special master; (e) Release of Claims by PG&E and El Paso Pursuant to the Master Settlement Agreement, PG&E will release all claims against El Paso related to, inter alia, the exercise of market power, manipulation or misreporting of gas or electric power prices, and reduction of the supply of natural gas, electric power or gas pipeline capacity for the period September 1, 1996 through March 20, 2003. In return, El Paso agrees to release all claims against PG&E related to, inter alia, the price or supply of natural gas, electric power or gas pipeline capacity for the period through March 20, 2003, including El Paso's bankruptcy claim against PG&E for $57,500,000, the amount PG&E owes for sales of power to PG&E through the California Independent System Operator and the California Power Exchange. The release does not cover claims asserted by PG&E against other parties in various regulatory proceedings, such as the FERC Refund Proceeding and the 390 QF Proceeding at the CPUC, where PG&E is seeking refunds of excessive energy payments made to Qualifying Facilities during the energy crisis -- including El Paso owned or controlled QFs; B. The Allocation Agreement The Settling Claimants agree on the allocation of and administration of the settlement proceeds. The key elements of the Allocation Agreement, which was entered into between the Settling Claimants, are: (a) The consideration is being divided pro rata based on calculation of the "damages" suffered by each party. The percentages can only be estimated at this time because, depending on the final allocation of consideration to municipal claimants, the allocation percentages of other Settling Claimants may change to some extent; (b) PG&E will receive 6%, currently estimated at $81,000,000, of the total consideration for damages incurred as a result of core gas purchases and 16%, currently estimated at $217,000,000, of the total consideration for damages as a result of electricity purchases; (c) In a rulemaking proceeding initiated pursuant to a recent Order Instituting Rulemaking, the CPUC will determine how the El Paso settlement proceeds paid to PG&E should be allocated among various classes of customers and will designate the refund and accounting mechanisms for PG&E's portion of the proceeds. The California Department of Water Resources is allocated 33%, estimated to be equal to $461,000,000, for damages as a result of electricity purchases, which include the reduced price of its contracts with El Paso. All consideration receive by the California Department of Water Resources will be used to reduce their revenue requirement, and the allocation of the reduction among utilities will be determined by the CPUC. (Pacific Gas Bankruptcy News, Issue No. 67; Bankruptcy Creditors' Service, Inc., 215/945-7000) PARMALAT GROUP: Clesa S.A. Distances Itself from Parmalat Parent ---------------------------------------------------------------- Clesa, S.A., 95% owned by Arilca, S.A., and 99% owned, in turn, by Parmalat S.p.A., published a statement this week at http://www.clesa.es/comunicado.htm/stating that the Spanish unit's operations and financing are independent of its troubled parent. Clesa says it has financial autonomy and Parmalat, SpA, has no greater claim on the unit's assets than its equity interest in the business. Clesa confirms that it is fulfilling all of its commitments to suppliers, vendors, creditors and employees. (Parmalat Bankruptcy News, Issue No. 1; Bankruptcy Creditors' Service, Inc., 215/945-7000) PENN TREATY AMERICAN: Adds Peter M. Ross to Board of Directors -------------------------------------------------------------- Penn Treaty American Corporation (NYSE: PTA) announced the addition of Peter M. Ross to its Board of Directors. Mr. Ross, 63, will fill the remaining term of Michael F. Grill, the Company's treasurer, and will be nominated for a three-year term beginning in May 2004. The addition of Mr. Ross is a significant step in the Company's efforts to bolster corporate governance with the appointment of independent directors. William W. Hunt, president and chief executive officer, is the Company's only remaining employee director. As a director and member of the Company's audit committee, Mr. Ross will provide valuable financial leadership. Mr. Ross has over thirty years experience in the development and successful implementation of public financial policy, including two terms as Budget Director for the state of Delaware where he oversaw its $4 billion annual operations. Mr. Ross' efforts were recognized by Governing Magazine in naming Delaware as the best run state government, with particular focus on limited budget growth and effective capital project management. Since his retirement in 2002, Mr. Ross has served as a Senior Policy Scientist with the Institute for Public Administration with the University of Delaware, where he is involved in assisting local government with budget management. Among his other accomplishments and appointments, Mr. Ross remains a member of the Delaware Economic Forecasting Advisory Committee. Mr. Ross holds a Bachelor of Arts in Political Science and a Masters of Arts in Public Administration. "I have known Pete and have worked closely with him for nearly 30 years," said Gary E. Hindes, Chairman of the Penn Treaty board of directors. "Having once been his employee, I know that his no- nonsense approach to business issues will be an asset to our board, as will his extremely strong financial background." William W. Hunt, Penn Treaty's President and C.E.O. added, "I strongly believe that Pete will bring valuable perspective to our board and will be very helpful in providing guidance to the Company in the future." Peter M. Ross said, "I am looking forward to working with Penn Treaty as it continues its forward progress. I believe that, with my 40 years of financial management experience, I can lend additional value to the discipline already in place." Penn Treaty American Corporation (S&P, CCC- Counterparty Credit Rating, Stable), through its wholly owned direct and indirect subsidiaries, Penn Treaty Network America Insurance Company, American Network Insurance Company, American Independent Network Insurance Company of New York, United Insurance Group Agency, Inc., Network Insurance Senior Health Division and Senior Financial Consultants Company, is primarily engaged in the underwriting, marketing and sale of individual and group accident and health insurance products, principally covering long-term nursing home and home health care. PG&E NATIONAL: Court Okays KPMG Engagement as Internal Auditor -------------------------------------------------------------- The PG&E National Energy Group Debtors need professionals to provide outsourced internal audit services and Sarbanes-Oxley assistance services. The Debtors believe that KPMG LLP is both well qualified and uniquely able to perform those services given the firm's background, expertise and historical performance. KPMG provided co-sourced internal audit services to National Energy & Gas Transmission Inc. since April 2002 in connection with its engagement by PG&E Corporation, NEG's parent, to provide those services. KPMG is currently providing Sarbanes-Oxley assistance services to many corporations in many industries in the United States, including energy and utilities corporations, as they prepare for compliance with the Sarbanes-Oxley Act of 2002. Accordingly, the Court allows the NEG Debtors to employ KPMG, nunc pro tunc to October 31, 2003. As Internal Auditor, KPMG will: -- conduct a risk assessment; -- develop an internal audit plan; -- execute projects included in the internal audit plan; -- meet with the Debtors' audit committee and management; -- execute special projects resulting from findings in the planned projects and on the request of management or the audit committee; and -- assist the management in meeting the requirements of the Sarbanes-Oxley Act, Section 404, including: * assisting in managing the overall project and establishing a project plan; * preparing documentation of systems of internal controls; * performing tests of the internal controls documented; * reporting recommendations for improvements in internal controls to management; and * establishing an ongoing monitoring program over the compliance with internal controls. KPMG will be compensated for its services in accordance with the firm's customary hourly rates plus reimbursement of actual and necessary expenses. The firm's current hourly rates are: Partners $300 - 350 Directors and Senior Managers 250 - 285 Managers and Subject Matter Specialists 225 - 275 Senior Associates and Staff 185 - 235 Matthew A. Feldman, Esq., at Willkie Farr & Gallagher, in New York, discloses that KPMG has received, to date, no compensation for the services rendered and expenses incurred in the Debtors' Chapter 11 cases. In the 90-day period before the Petition Date and more specifically, in June 2003, KPMG received $386,800 as payment from NEG. In addition, KPMG has no outstanding bills to the Debtors for fees and expenses. Joseph M. Crostic, a Partner at KPMG, attests that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. Specifically, KPMG: (A) is not a creditor, an equity security holder, or an insider of the Debtors; (B) is not and was not an investment banker for any outstanding security of the Debtors; (C) has not been, within three years before the Petition Date, an investment banker for a security of the Debtors, or an attorney for an investment banker in connection with the offer, sale, or issuance of a security of the Debtors; (D) is not and was not, within two years before the Petition Date, a director, officer, or employee of the Debtors or of an investment banker; and (E) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, in connection with, or interest in, the Debtors or an investment banker. (PG&E National Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service, Inc., 215/945-7000) REDBACK NETWORKS: Earns Nod to Hire Pachulski Stang as Co-Counsel ----------------------------------------------------------------- Redback Networks Inc., sought and obtained approval from the U.S. Bankruptcy Court for the District of Delaware to employ and retain Pachulski, Stang, Ziehl, Young, Jones & Weintraub PC, as Co-Counsel. Pachulski Stang's professionals expected to provide services on this retention are: Laura Davis Jones $560 per hour Bruce Grohsgal $415 per hour David M. Bertenthal $395 per hour Joshua M. Fried $340 per hour Sandra G. McLamb $235 per hour Patricia Jeffries $150 per hour Kathe Finlayson $140 per hour As Counsel, Pachulski Stang will: a. provide legal advice with respect to its powers and duties as debtor in possession in the continued operation of its businesses and management of its properties; b. prepare and pursue confirmation of a plan and approval of a disclosure statement; c. prepare necessary applications, motions, answers, orders, reports and other legal papers on behalf of the Debtor; d. appear in Court and to protect the interests of the Debtor before the Court; and e. perform all other legal services for the Debtor which may be necessary and proper in this proceeding. Headquartered in San Jose, California, Redback Networks, Inc. is a leading provider of advanced telecommunications networking equipment. The Company filed for chapter 11 protection on November 3, 2003 (Bankr. Del. Case No. 03-13359). Bruce Grohsgal, Esq., Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C., and G. Larry Engel, Esq., Jonathan N.P. Gilliland, Esq., at Morgan Lewis & Bockius, LLP represent the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed $591,675,000 in total assets and $652,869,000 in total debts. RELIANCE: Liquidation Gets Nod for Coast Insurance Settlement ------------------------------------------------------------- M. Diane Koken, Insurance Commissioner of the Commonwealth of Pennsylvania and Liquidator of Reliance Insurance Company, obtained approval from Judge James Gardner Collins of the Commonwealth Court for a Claims Settlement Agreement with Coast National Insurance Company. Backgrounder On March 31, 2001, Coast National Insurance Company acquired all the capital stock of Reliant Insurance Company and Reliant Casualty Company under a stock and asset Purchase Agreement. Both companies were wholly owned subsidiaries of RIC in the property and casualty business. Coast is a subsidiary of Bristol West Insurance Group. The Agreement included several common representations and warranties, including a covenant by RIC that it would conduct business in the ordinary and usual course, including maintaining Reliant's books and records consistent with past practice and complying with all applicable law. The Agreement also contained a representation and warranty by RIC that Reliant's business was being conducted in compliance with all laws. RIC assured Bristol that Reliant was not subject to any agreement, consent decree or order with any insurance regulatory authority. RIC agreed to indemnify Coast for losses resulting from: (a) RIC's breach of any representation or warranty in the Purchase Agreement or any related agreements; (b) RIC's non-fulfillment of any agreement or covenant in the Purchase Agreement; and (c) severance payments and stay bonuses paid to run-off employees in excess of $1,046,000. The Purchase Agreement provided a procedure for adjustments to the closing purchase price under which Coast agreed that it would deliver to RIC a closing balance sheet for Reliant consistent with its December 31, 2000 statutory balance sheet. If RIC disagreed and sent Coast a disagreement notice, the Parties would try to negotiate a resolution within 10 days. If no resolution were reached, the Parties would submit the dispute to a mutually agreed actuarial firm to determine the purchase price. RIC delivered to Coast an Escrow Agreement, Services Agreement and an Aggregate Excess of Loss Reinsurance Agreement. Pursuant to the Escrow Agreement, RIC deposited $1,100,000 of the cash purchase price into the Escrow Account to secure its fulfillment of its indemnification obligations. Under the Services Agreement, Coast's affiliate, APEX Adjustment Bureau agreed to provide policy administration and claims management services to RIC for $23,500,000. RIC paid Coast $6,500,000 at closing and deposited securities worth $8,500,000 into a trust account. This amount represented half the remaining costs of services and secured the unpaid balance of fees pursuant to the Service Fee Trust Account Agreement. Pursuant to the Aggregate Excess of Loss Reinsurance Agreement, RIC reinsured Reliant's aggregate exposure to losses and loss adjustment expenses on insurance or reinsurance bound by or on behalf of Reliant before the closing date. RIC's obligations to Reliant were secured under a trust account in which RIC deposited $5,000,000. In September 2001, Coast claimed that RIC owed $2,284,097 as a result of: (1) required adjustments to the purchase price; and (2) alleged breaches of covenants, warranties and representations to the Purchase Agreement. Coast asserted that it was entitled to adjust the closing price to include employee paid time off, employee bonus payments, tax adjustments, reimbursements for regulatory fines for failure to make timely filings, and reimbursement of Deloitte & Touche fees. Additionally, Coast alleged that, in breach of warranties and representations in the Purchase Agreement, RIC failed to: (a) deliver a December 31, 2000 statutory balance sheet for Reliant; and (b) timely file the 2000 Annual Statement, Actuarial Opinion, MD&A report and Audited Financial Report for Reliant. Coast asserted that due to RIC's breach, it had to retain Deloitte to audit Reliant's balance sheets and was forced to pay regulatory fines and lost licenses to operate in several states. Compensation that may arise under these disputes was secured by the Escrow Account funds. For several months, RIC consulted with its advisors and reviewed documentation and information on its operations and claims. RIC determined that certain adjustments for employee matters were appropriate. Also, some of Coast's allegations posed a risk of exposure. In March 2002, RIC and Coast agreed in principle to settle Coast's $2,284,097 claim for $1,097,189. The Settlement sum is comprised of: -- compensation for Coast's undisputed loss of six insurance licenses; and -- adjustments to the closing price relating to payments to former RIC employees. The Settlement will be paid by a withdrawal from the Escrow Account Funds. (Reliance Bankruptcy News, Issue No. 44; Bankruptcy Creditors' Service, Inc., 215/945-7000) REMEDENT USA: Sept. 30 Balance Sheet Upside-Down by $860,000 ------------------------------------------------------------ Remedent USA, Inc., has incurred substantial net losses since inception, and as of September 30, 2003, maintained a working capital and shareholders' deficit of $901,010 and $860,406, respectively, raising substantial doubt about the Company's ability to continue as a going concern. The Company has reassessed its operations and business structure and has implemented a complete corporate reorganization plan. The plan includes the acquisition of and expansion into diversified business ventures. Management believes that if the Company can complete its restructuring plan, the Company can generate sufficient revenues and cash flows to sustain operations. There can be no assurance that the Company will be successful in its efforts and if unsuccessful in its efforts, it may be necessary to undertake other actions to preserve asset value. On September 30, 2003, Remedent USA's current liabilities exceeded its current assets by $901,010. Its business operations will require substantial capital financing on a continuing basis. The availability of that financing will be essential to its continued existence. In addition, cash flow and liquidity is contingent upon the success of its restructuring plan. The inability to continue to develop and market high-technology dental equipment will force the Company to raise additional capital to support operations by selling equity securities or incurring additional debt. RICA FOODS: Avicola Campesinos Acquires 77.2% Equity Stake ---------------------------------------------------------- Rica Foods, Inc (Amex: RCF) has been informed that on December 22, 2003, Calixto Chaves, Monica Chaves, Jose Pablo Chaves, Comercial Angui and certain other shareholders, have sold all 9,933,154 shares of the common stock held by the Selling Shareholders, representing approximately 77.2% of the Company's issued and outstanding shares of common stock, to Avicola Campesinos, Inc., for a cash purchase price of approximately U.S. $12.5 million. Based upon information contained in an executed Schedule 13D provided by Avicola to the Company, it appears that Avicola is wholly owned by Tenedora G.S., S.A., a Costa Rican corporation. Also as indicated in the Schedule 13D, Mavipel, S.A., a Costa Rican corporation, Inversiones Harenaz L III, S.A., a Costa Rican corporation, CYS Asesores de Mercadeo y Finanzas, S.A, a Costa Rican corporation, Sarita Trading, S.A., a Panamanian corporation, Corporacion Adral, S.A., a Costa Rican corporation, Centro, S.A., a Costa Rican corporation, Hoy por Hoy, S.A., a Costa Rican corporation, Asociacion Solidarista de Empleados Grupo Sama y Afines, a Costa Rican labor entity and Quirinal, S.A. are the holders of approximately 35.3%, 14.2%, 13%, 13.4%, 8.1%, 9.2%, 2.3%, 1.7%, and 2.8%, respectively of the outstanding common stock of Tenedora. Together, Mavipel, Harenaz, CYS, Sarita, Adral, Centro, Hoy, ASEGSA and Quirinal may be deemed to control Tenedora. The Company has been informed, pursuant to the Schedule 13D, that Victor Oconitrillo is the holder of 100% of the outstanding common stock of Mavipel. Henry Zamora is the holder of 100% of the outstanding common stock of Harenaz. Rolando Cervantes is the holder of 100% of the outstanding common stock of CYS. Jorge Torres is the holder of 100% of the outstanding common stock of Sarita. Mariangel Solera is the holder of 100% of the outstanding common stock of Adral. Robert Aspinall is the holder of 100% of the outstanding common stock of Centro. Oscar Hernandez -- Lustschaing is the holder of 100% of the outstanding common stock of Hoy. Alfonso Gutierrez is the holder of 100% of the outstanding common stock of Quirinal. The Stock Sale was conditioned upon the approval of the board of directors of the Company, which was granted after the board considered a number of factors, including the following: * Approximately $6.9 million of the proceeds of the Stock Sale were used to satisfy Mr. Chaves' existing indebtedness to the Company and approximately $1.95 million of the proceeds were used to settle certain litigation. * Mr. Chaves and Mr. Jorge Quesada have, at various times, personally guaranteed the Company's repayment of various debts. As of the closing of the Stock Sale, Mr. Chaves and Mr. Quesada had outstanding personal guarantees with respect to approximately $27.9 million and $9.2 million of the Company's indebtedness. The guarantees extended by Mr. Chaves and Mr. Quesada will remain in place notwithstanding the Stock Sale. In addition, Mr. Chaves has entered into an agreement with the Company whereby he has agreed to indemnify the Company from and against any losses or damages caused by his failure within the next year to provide, if requested, his personal guarantee with respect to any loan which he has previously guaranteed and the Company is seeking to defer repayment of. * Mr. Chaves has agreed to indemnify the Company from and against certain damages or losses that could directly or indirectly result from or in connection with the Stock Sale. Mr. Chaves, Mr. Quesada, Ms. Chaves continue to serve on the board of directors of the Company. However, as the holder of a majority of the Common Stock, Avicola will generally have the power to elect directors to serve on the Company's board of directors. Although Avicola has not directly or indirectly taken any actions to initiate any changes with regards to the Company's board of directors, Avicola has indicated to the Company in the Schedule 13D that it does anticipate seeking to influence the nomination and election of directors in the future. The Purchasers conditioned the closing of the stock sale on the company's electing affiliates of Avicola to serve on the eight person board of directors of each of the Company's subsidiaries and elected affiliates of Avicola to serve as the president, vice president, secretary, treasurer and controller of each subsidiary. Accordingly, the Company's Subsidiaries Board of Directors has been restructured to reflect the following corporate structure: Victor Oconitrillo, President, Pedro Dobles, Vice President, Alfonso Gutierrez, Secretary, Eladio Villalta, Treasurer, Rolando Cervantes, Henry Zamora, and Jorge Quesada, Directors. Carlos Ceciliano has been appointed as Supervisor of the Board of Directors. As reported in the 13D, in order to fund the purchase of the Shares, on December 15, 2003, Avicola entered into a financing agreement with Servicios Bursatiles Internacionales Sociedad Anonima, a Panamanian corporation, pursuant to which SBI extended a loan to Avicola in the amount of approximately $12.5 million. The entire Purchase Loan was used by Avicola to purchase the Shares. Under the terms of the Financing Agreement, interest on the Purchase Loan will be payable annually, with the first payment due one year from the Effective Date, at the rate of prime plus four point five (4.5). The outstanding principal amount of the Purchase Loan plus any accrued but unpaid interest will be payable on December 15, 2008. As security for the Purchase Loan, Avicola has pledged the Shares to SBI pursuant to the terms of a stock pledge agreement. In addition, Tenedora has extended a guarantee with respect to the Purchase Loan. RFC is the parent Company of the largest poultry producers in Costa Rica. The Company owns Corporacion Pipasa, S.A. and Corporacion As de Oros, S.A., which supply approximately 62% of the total Costa Rican poultry market. As previously reported, Fitch Ratings withdrew its foreign currency debt rating of 'BB', Rating Watch Negative, on the Corporacion Pipasa S.A. and Corporacion As de Oros senior notes due 2005 issued on a joint and several basis and guaranteed by Rica Foods Inc. Pipasa and As de Oros are wholly-owned subsidiaries of Rica Foods. Fitch Ratings has withdrew the 'BB', Rating Watch Negative, senior unsecured foreign currency and local currency debts ratings of Rica Foods, as the company has no other rated debt instruments outstanding. SELECT MEDICAL: Posts Stock Price Adjustment After Reverse Split ---------------------------------------------------------------- Select Medical Corporation (NYSE: SEM) announced that, as a result of the previously announced 2-for-1 split of its common stock, the Company's stock price will adjust with the opening of trading this morning to reflect the distribution of new shares on Monday, December 22, 2003. The Company announced the stock split on November 13, 2003, for stockholders of record as of December 5, 2003. Following the stock split, Select has approximately 100 million shares outstanding. Select Medical Corporation (S&P, BB- Corporate Credit Rating, Stable) is a leading operator of specialty hospitals in the United States. Select operates 77 long-term acute care hospitals in 24 states. Select operates four acute medical rehabilitation hospitals in New Jersey. Select is also a leading operator of outpatient rehabilitation clinics in the United States and Canada. Select operates approximately 829 outpatient rehabilitation clinics in the United States and Canada. Select also provides medical rehabilitation services on a contract basis at nursing homes, hospitals, assisted living and senior care centers, schools and worksites. Information about Select is available at http://www.selectmedicalcorp.com/ SOLUTIA INC: Will Honor & Pay $5-Mill. of Critical Vendor Claims ---------------------------------------------------------------- M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher LLP, in New York, tells the Court that in the ordinary course of business, The Solutia Debtors rely on certain third parties to supply goods, materials and services without which the Debtors' business operations either simply could not operate or would operate at prohibitively reduced profitability. Specifically, these vendors: (i) provide either "single source" goods or other goods and services that are essential to the Debtors' operations and that cannot be obtained elsewhere or cannot be replaced except at exorbitant additional cost or excessive delay; and (ii) do not have long-term written supply contracts with the Debtors such that they could be compelled to continue providing goods or services to the Debtors postpetition. Because of the nature of their business, the Debtors rely significantly on the provision of a large number of different raw materials and partly-finished materials that must meet exacting technical specifications and for which, in many instances, they have little ability to stockpile resources or develop alternatives without a significant lead time to confirm qualifications. According to Ms. Labovitz, in many instances, the goods or materials provided by Critical Vendors are unique and the Debtors believe that it would be either impossible or prohibitively expensive to find substitutes. In addition, even if the Debtors could find replacement providers, the process of ensuring that replacement materials met their exacting technical standards would be expensive, time-consuming and arduous. Similarly, the Debtors rely on certain service providers to refine or cut their manufactured goods or provide other similar services, many of whom are the only available service providers of their kind. Ms. Labovitz notes that if a Critical Vendor refused to provide goods or services on a timely basis and on acceptable terms, the Debtors' manufacturing and distribution processes would be severely disrupted. As in the case of certain Critical Vendors, a failure to receive goods or services could cause the shutdown of entire manufacturing plants until an agreement could be reached with the vendor in question or an alternate source could be established and qualified. Ms. Labovitz points out that despite the critical need to receive essential goods and services, the Debtors have historically sought to bargain with their vendors to achieve the lowest price, the best service and quality and the most favorable payment terms possible for each necessary product or service. The Debtors recognize that efficiency in procurement is critical so as to achieve profitability. To that end, the Debtors have developed valued relationships with many suppliers who have met their expectations for price, service, quality and payment terms, and they hope to maintain and improve on these vendor relationships on a postpetition basis, when the claims of the vendor who provide goods and services that benefit the Debtors' estates will be entitled to administrative priority status. For these reasons, and to preserve needed liquidity, the Debtors do not seek to pay all claims held by the Critical Vendors, and have not developed any list of the vendors with the understanding that these vendors would receive immediate payment of their prepetition claims. Nevertheless, the Debtors recognize that a small number of their most Critical Vendors may, despite the protections of administrative priority status, refuse to provide goods or services to them on a postpetition basis if all or part of the vendors' prepetition claims are not paid. Accordingly, the Debtors sought and obtained approval to pay all or part of the prepetition claims held by Critical Vendors, in an aggregate amount not exceeding $5,000,000. The Critical Vendor Fund represents less than 0.2% of the Debtors' aggregate debt obligations and less than 4.2% of the Debtors' estimated obligations to trade creditors as of the Petition Date. The Debtors propose to make full or partial payment to a Critical Vendor from the Critical Vendor Fund only to the extent the Debtors deem, in the exercise of their business judgment and after negotiation, that the payment is necessary to ensure that the particular Critical Vendor will provide necessary goods and services to the Debtors on a postpetition basis. To further ensure that their business operations will be minimally impacted during these bankruptcy cases, the Debtors seek to condition these payments on an agreement by the Critical Vendor in question to provide reasonable and customary price, service, quality and payment terms on a postpetition basis. Finally, the Debtors propose to maintain a summary list of all the payments made to the Critical Vendors, and to provide updated copies of this list to the United States Trustee and any official committees appointed in their cases on a monthly basis on or before the 30th day after the end of each month. The Debtors believe that they must continue to receive goods and services provided by the Critical Vendors to achieve a successful reorganization lest their manufacturing and distribution operations would be severely disrupted, possibly to the point of a plant shutdown. Ms. Labovitz emphasizes that even a temporary disruption of this sort in the Debtors' operations could result in a failure to meet supply commitments to customers, and thus would likely irreparably damage their critical customer relationships at a time when the customers' loyalty and support are extremely important. Moreover, a breakdown in supply relationships with one vendor in the industry, if it triggers a significant disruption in operations, would likely erode the confidence of other vendors in the Debtors' ability to continue operations, thus resulting in a significant tightening of vendor liquidity and support at a time when the Debtors' relationships with their vendors already may be stressed by their Chapter 11 filing. Since the uninterrupted supply of goods and services, on customary trade terms, is imperative to their ongoing operations and viability, the Debtors only seek to pay the claims of Critical Vendors where non-payment would likely lead to the interruption of the delivery of goods and services or would seriously disrupt operations. Ms. Labovitz also explains that the Proposed Procurement Policy is tailored to minimize the number and amount of prepetition claims that are paid and to maximize the value that they gain from the payments. Thus, the Debtors maintain that paying the Critical Vendors' Claims is narrowly tailored to facilitate their Chapter 11 reorganization process. In addition, the Court also granted the Debtors' authority to direct all applicable banks and other financial institutions to receive, process, honor and pay any and all checks drawn on the Debtors' accounts in respect of the prepetition claims, whether the checks were presented before or after the Petition Date, provided that sufficient funds are available. Sections 363(b) of the Bankruptcy Code, provides that a debtor- in-possession may, in the exercise of its business judgment, use property of the estate outside the ordinary course of business. Furthermore, Section 105, which codifies the equitable powers of bankruptcy courts, authorizes the Court to "issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of [the Bankruptcy Code]." Ms. Labovitz informs the Court that the Debtors have sufficient funds to make the payments in the ordinary course of business by virtue of cash reserves, expected cash flows from ongoing business operations and anticipated access to debtor-in- possession financing. Also, under the Debtors' existing cash management system, the Debtors represent that checks or wire transfer requests can be readily identified as relating to an authorized payment in respect of the prepetition claims of the Critical Vendors. Accordingly, the Debtors believe that checks or wire transfer requests, other than those relating to authorized payments, will not be honored inadvertently and that all applicable banks and other financial institutions should be authorized and directed, when requested by the Debtors, to receive, process, honor and pay any and all checks or wire transfer requests in respect of the Critical Vendors' prepetition claims. (Solutia Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 215/945-7000) SO. CALIF. EDISON: Will Redeem Three Series of Outstanding Bonds ---------------------------------------------------------------- Southern California Edison intends to redeem three series of its outstanding First and Refunding Mortgage Bonds on Monday, Jan. 26, 2004. The redemption price for the 7-1/4% Series 93C, Due 2026, will be 102.43% of the principal amount. The redemption price for the 7-1/8% Series 93G, Due 2025, will be 102.09% of the principal amount. The redemption price for the 6.90% Series 93I, Due 2018, will be 102.26% of the principal amount. In each case, the redemption price also will include accrued interest to the redemption date. Payment will be made on or after Jan. 26, 2004, upon surrender of the bonds at the offices of the Trustee, as follows: The Bank of New York Debt Processing Group (SYR_REG) 111 Sanders Creek Parkway P. O. Box 396 East Syracuse, NY 13057 The redemption of the bonds may be canceled by SCE, at its election, by written notice given to the Trustee and holders of the bonds at any time prior to 10 days before the redemption date. An Edison International (NYSE: EIX) (S&P, BB+ Corporate Credit Ratin, Stable) company, Southern California Edison (Fitch, BB Unsecured Debt and B+ Preferred Share Ratings, Positive) is one of the nation's largest electric utilities, serving a population of more than 12 million via 4.5 million customer accounts in a 50,000-square-mile service area within central, coastal and Southern California. SPARTAN STORES: Secures $185 Million in New Credit Facilities ------------------------------------------------------------- Spartan Stores, Inc., (Nasdaq:SPTN) entered into financing agreements with Congress Financial Corporation, a subsidiary of Wachovia Corporation, for a four-year, asset-based $170 million Senior Secured Credit Facility and a four-year Supplemental Secured Credit Facility totaling $15 million from an affiliate of Kimco Realty Corporation. Proceeds from the new credit facility will be used to repay the outstanding balance on the Company's existing credit facility and for general corporate purposes. In conjunction with the new agreements, the Company expects to incur a third-quarter, non-cash charge of $8.8 million to write off unamortized fees associated with previous financing activities. "We are very pleased to have secured new financing agreements that will improve our financial flexibility and stability," stated Spartan Stores' Chairman, President and Chief Executive Officer, Craig C. Sturken. "Considerable organizational resources have been dedicated to this priority and, with this major undertaking behind us, we can now focus complete attention on our goals of achieving consistent and sustainable sales and earnings growth." Grand Rapids, Michigan-based Spartan Stores, Inc., (Nasdaq:SPTN) (S&P, BB- Corporate Credit Rating, Negative) is the nation's ninth largest grocery distributor with warehouse facilities in Grand Rapids and Plymouth, Michigan. The Company distributes more than 40,000 private-label and national brand products to 330 independent grocery stores in Michigan. Spartan Stores also owns and operates 54 retail supermarkets and 21 deep-discount drug stores in Michigan and Ohio, including Ashcraft's Markets, Family Fare Supermarkets, Glen's Markets, Great Day Food Centers, Prevo's Family Markets and The Pharm. Wachovia Corporation (NYSE:WB) is one of the largest providers of financial services to retail, brokerage and corporate customers throughout the East Coast and the nation, with assets of $389 billion and stockholders' equity of $33 billion at September 30, 2003. Its four core businesses, the General Bank, Capital Management, Wealth Management, and the Corporate and Investment Bank, serve 9 million households, including 900,000 businesses, primarily in 11 East Coast states and Washington, D.C. Its broker- dealer, Wachovia Securities, LLC, serves clients in 48 states. Global services are provided through more than 30 international offices. Online banking and brokerage products and services also are available through Wachovia.com. SPIEGEL GROUP: Proposes Uniform Hilco & Ozer Bidding Procedures --------------------------------------------------------------- In accordance with the Term Sheet incorporating the Agency Agreement with Hilco Merchant Resources LLC and the Ozer Group LLC, the Spiegel Debtors agreed to require a minimum initial overbid above the Guaranteed Amount percentage set forth in the Term Sheet of no less than 0.50% and $100,000, and subsequent overbids of no less than 0.50% of the preceding bid. Qualified Bids must be received by the Debtors, in writing, on or before 4:00 p.m. on Friday, January 2, 2004. If the Debtors determine, in their sole discretion, that one or more Qualified Bids have been timely tendered, the Court rules that the Auction will be held on Tuesday, January 6, 2004, commencing at 10:00 a.m. At the Debtors' request, the Court approves these bidding and overbid procedures to determine who will act as their liquidation agent: (a) Any party wishing to submit an offer to act as "Agent" under the Agency Agreement must submit its offer in writing on the form of the Agency Agreement indicating any and all proposed changes, to: * Bankruptcy Counsel for the Debtors: ----------------------------------- James L. Garrity, Jr., Esq. and Andrew V. Tenzer, Esq. Shearman & Sterling LLP 599 Lexington Avenue, New York, New York 10022, Telephone: (212) 848-4000 Facsimile: (212) 848-7179; * Counsel for the Bank of America, N.A., Agent for the Debtors' postpetition lenders: -------------------------------------------- Marc D. Rosenberg, Esq. and Benjamin Mintz, Esq. Kaye Scholer LLP 425 Park Avenue, New York, New York 10022 Telephone: (212) 836-8000 Facsimile: (212) 836-8689; and * Counsel for the Creditors Committee: ------------------------------------ Howard Seife, Esq. and David M. LeMay, Esq. Chadbourne Park LLP 30 Rockefeller Plaza, New York, New York 10112, Telephone: (212) 408-5100 Facsimile: (212) 541-5369; (b) All bidders must agree to be bound by all the terms and conditions of the Agency Agreement, with appropriate modifications for the identity of the successful bidder, the increased price and the better terms; (c) All bidders must provide evidence of their financial ability to perform their obligations under the Agency Agreement, as modified; (d) The minimum initial overbid above the Guaranteed Amount percentage, as set forth in the Term Sheet, of no less than 0.50% and $100,000, and subsequent overbids of no less than 0.50% of the preceding bid; (e) Competing bids cannot be contingent upon completion of due diligence, the receipt of financing or any board of directors, shareholder or other corporate approval or any other event except approval of the Bankruptcy Court; and (f) The Sale Hearing to approve the sale of the Liquidation Rights to the Stalking Horse or other successful bidder at the Auction will be held on January 6, 2004 at 10:00 a.m. If no Qualified Bids are received, Hilco & Ozer may be confirmed as the highest and best bidder for the Liquidation Rights in accordance with the Agency Agreement. (Spiegel Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service, Inc., 215/945-7000) SPX CORP: Will Pay Down $200MM of Term Loan Owed to JP Morgan ------------------------------------------------------------- SPX Corporation (NYSE: SPW) notified JP Morgan Chase that it will pay down $200 million of its Tranche B Term Loan on December 31, 2003. In conjunction with the pay down of its Tranche B Term Loan, the company will terminate $200 million notional of floating to fixed interest rate swaps and reflect a pretax loss of approximately $12 million in its 2003 results associated with the termination of the floating to fixed interest rate swaps. The company also reconfirmed its 2003 diluted earnings per share from continuing operations target of at least $3.40. SPX Corporation (S&P, BB+ Corporate Credit Rating, Positive) is a global provider of technical products and systems, industrial products and services, flow technology and service solutions. The Internet address for SPX Corporation's home page is http://www.spx.com/ STAR PRINTING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Star Printing, Inc. 400 Acorn Lane Downingtown, Pennsylvania 19335 Bankruptcy Case No.: 03-38514 Type of Business: The Debtor is a supplier of any commercial printing services. Chapter 11 Petition Date: December 22, 2003 Court: Eastern District of Pennsylvania (Philadelphia) Judge: Kevin J. Carey Debtor's Counsel: Robert W. Seitzer, Esq. Ciardi, Maschmeyer & Karalis, P.C. 1900 Spruce Street Philadelphia, PA 19103 Tel: 215-546-4500 Estimated Assets: $500,000 to $1 Million Estimated Debts: $1 Million to $10 Million Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Heller & Usdan, Inc. $43,756 J. Loew & Associates $36,857 D-Town Associates $35,711 Central Lewmar $29,471 Pitman Company $14,397 Anro Printing $10,521 The Richardson Agency $10,170 Rite Envelope $8,681 Roosevelt Paper Company $7,686 Type-A-Graphics $7,494 Enovation $5,455 Eastern Die Cutting $5,262 York Paper $4,726 AGFA Finance Corporation $4,094 Keystone Printing Ink $2,453 Federal Express $2,330 G A Communications $2,269 Edgerton-Becker, Inc. $2,095 AGFA Corporation $2,077 Coyne Textile Services $1,658 STOLT-NIELSEN: Covenant Default Waivers Extended Until May 21 ------------------------------------------------------------- Stolt-Nielsen S.A. (Nasdaq: SNSA; Oslo Stock Exchange: SNI) announced that its primary lenders agreed to extend the waivers of covenant defaults granted by the lenders until May 21, 2004. SNSA also reported that it will pay down its $160 million revolving credit facility by $20 million on February 29, 2004, and that the Company has received an extension on repayment of the remaining $140 million until May 21, 2004. The waiver extensions provide SNSA with increased flexibility on the debt-to-tangible-net-worth covenant during the waiver period, setting the ratio at 2.75-to-1 at November 30, 2003, and 2.65-to-1 at February 29, 2004. SNSA must also maintain a specified minimum tangible net worth level. Pursuant to the waiver terms, SNSA will develop a financial restructuring plan with its lenders by March 31, 2004. Additionally, the waivers call for improvements in SNSA's liquidity during the waiver period through dispositions or capital-raising initiatives, and oblige SNSA to work with its lenders to provide available collateral to unsecured or under-secured lenders during the waiver period. "We are pleased to have successfully worked out these longer-term waivers," said Niels G. Stolt-Nielsen, Chief Executive Officer of SNSA. "I believe these extended waivers provide us with sufficient time to develop and commence the implementation of a comprehensive financial restructuring plan for the Company, which has suffered heavy losses on several West Africa construction projects in its 63.5% owned subsidiary Stolt Offshore S.A. We have already completed a number of actions to improve liquidity and reduce debt, and we are in the process of implementing more. We appreciate the continued support of our lenders and shareholders. SNSA is determined to restore the Company's financial strength." Stolt-Nielsen S.A. is one of the world's leading providers of transportation services for bulk liquid chemicals, edible oils, acids, and other specialty liquids. The Company, through its parcel tanker, tank container, terminal, rail and barge services, provides integrated transportation for its customers. The Company also owns 63.5 percent of Stolt Offshore S.A. (NasdaqNM: SOSA; Oslo Stock Exchange: STO), which is a leading offshore contractor to the oil and gas industry. Stolt Offshore specializes in providing technologically sophisticated offshore and subsea engineering, flowline and pipeline lay, construction, inspection, and maintenance services. Stolt Sea Farm, wholly-owned by the Company, produces and markets high quality Atlantic salmon, salmon trout, turbot, halibut, sturgeon, caviar, bluefin tuna, and tilapia. STOLT OFFSHORE: Extraordinary Shareholders' Meeting on Jan. 19 -------------------------------------------------------------- Stolt Offshore S.A. (Nasdaq: SOSA; Oslo Stock Exchange: STO) announced that an Extraordinary Meeting of shareholders will be held on Monday 19th January, 2004 at 3:00pm local time at the offices of Services Generaux de Gestion S.A., 23, avenue Monterey, L-2086 Luxembourg. The Board of Directors of Stolt Offshore S.A., has determined that Common Shareholders of record as of close of business on December 29th, 2003 will be entitled to vote. The purpose of the meeting is to consider and approve a recommendation of the Board of Directors of the Company for: * a Private Placement of 34.1m Common Shares to institutional investors which is fully subscribed and the issue of up to an additional 11.4m Common Shares to Stolt-Nielsen S.A. in consideration for conversion of $25m of subordinated debt; * a Subsequent Issue of up to 13.0m Common Shares to shareholders as of December 18, 2003 who were not given the opportunity to participate in this Private Placement; and * the increase of the authorised share capital of the Company by 95.0m Common Shares, together with discretion to the Directors to issue Common Shares or instruments giving rights to acquire Common Shares. The securities to be offered in the private placement have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements. Stolt Offshore is a leading offshore contractor to the oil and gas industry, specialising in technologically sophisticated deepwater engineering, flowline and pipeline lay, construction, inspection and maintenance services. The Company operates in Europe, the Middle East, West Africa, Asia Pacific, and the Americas. As reported in Troubled Company Reporter's December 1, 2003 edition, Stolt Offshore S.A., obtained an extension from November 26, 2003 until December 15, 2003 of the waiver of covenant defaults. SYNDICATED FOOD: Capital Deficits Raise Going Concern Doubt ----------------------------------------------------------- Syndicated Food Service International, Inc., formerly Floridino's International Holdings, Inc., was incorporated on June 25, 1997 in the State of Florida. The Company distributes food and produce to wholesale and retail outlets, and produces frozen Italian food products for institutional use, such as schools and prisons. The Company's operations and clients are located in the middle and southeastern United States. The Company's unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principals, which contemplate the continuation of the Company as a going concern. As of June 30, 2003, the Company had a shareholders' deficiency of $1,988,564, a working capital deficiency of $5,955,091, incurred net losses from continuing operations of $482,368 and had net cash outflows from operating activities of $115,418 for the six months then ended. Additionally, the Company is subject to the terms of the Put Right, terms that, if enforced, would materially affect the operations of the Company. These factors raise substantial doubt about the ability of the Company to continue as a going concern. To address these concerns, management entered bankruptcy petitions for certain wholly owned subsidiaries of the Company, reduced associated payroll and overhead costs not associated with operations to nominal levels, and initiated efforts to secure external equity capital through the private placement of Company common stock. Additionally, the Company is party to an agreement to convert certain notes payable due to a related investment company to common shares of the Company should certain terms by met. As of the date of this report, this agreement has expired but the Company has undertaken to amend and extend the original terms. The eventual outcome of the success of management's plans cannot be ascertained with any degree of certainty. TESORO PETROLEUM: Completes Divestiture of Marine Services ---------------------------------------------------------- Tesoro Petroleum Corporation (NYSE:TSO) completed the sale of Tesoro Marine Services, LLC to Martin Midstream Partners L.P. (Nasdaq:MMLP) and Midstream Fuel Service LLC. Tesoro Petroleum Corporation (Fitch, BB- Senior Unsecured and B Senior Subordinated Ratings, Stable Outlook), a Fortune 500 Company, is an independent refiner and marketer of petroleum products and provider of marine logistics services. Tesoro operates six refineries in the western United States with a combined capacity of nearly 560,000 barrels per day. Tesoro's retail-marketing system includes approximately 575 branded retail stations, of which over 200 are company operated under the Tesoro(R)and Mirastar(R) brands. TEXAS PETROCHEMICALS: Court Fixes Jan. 17, 2004 Claims Bar Date --------------------------------------------------------------- By Order of the U.S. Bankruptcy Court for the Southern District of Texas, January 17, 2004, is fixed as the deadline for all creditors of Texas Petrochemicals L.P. and its debtor-affiliates to file their proofs of claim against the debtors' estates. Creditors must file written proofs of claim. Forms may be obtained by written request to Bracewell & Patterson, Counsel to the Debtors, at: Bracewell & Patterson, LLP 711 Louisiana Street Suite 2500 Houston, Texas 77002 Fax: 7713-221-1212 Attn: Ms. Toni Silva Re: Texas Petrochemicals LP All claims must be filed with the Bankruptcy Court on or before Jan. 17, or creditors will be forever barred from asserting their claims. Texas Petrochemicals LP, headquartered in Houston, Texas, along with its debtor-affiliates, are one of the largest producers of butadiene, butene-1 and third largest producer of methyl tertiary- butyl ether in North America. The Company filed for chapter 11 protection on July 20, 2003 (Bankr. S.D. Tex. Case No. 03-40258). Mark W. Wege, Esq., at Bracewell & Patterson, LLP represents the Debtors in their restructuring efforts. When the Company filed for protection from its creditors, it listed $512,417,000 in total assets and $448,866,000 in total debts. TEXAS PETROCHEMICALS: Court Expected to Consider Plans Next Month ----------------------------------------------------------------- On November 3, 2003, Texas Petrochemicals LP and its debtor- affiliates filed their Proposed Plan of Reorganization and Plans of Liquidation, along with an accompanying Disclosure Statement, with the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division. The Court has yet to fix a hearing date to consider the confirmation of the Debtors' Plans. "It is anticipated that the hearing will take place in January 2004," the Company advises. Creditors and interested parties may contact the Counsel for the Debtors and the Counsel for the Creditors' Committee to determine when the confirmation hearing will be set. Counsels can be reached at: Counsel for the Debtors: Bracewell & Patterson, LLP 711 Louisiana Street Suite 2500 Houston, Texas 77002 Fax: 713-221-1212 Attn: Toni Silva, Esq. Email: tsilva@bracepatt.com Counsel for the Official Creditors' Committee: Stroock & Stroock & Lavan 180 Maiden Lane New York, NY 10038 Tel: 212-806-5400 Headquartered in Houston, Texas Petrochemicals LP and its debtor- affiliates are one of the largest producers of butadiene, butene-1 and third largest producer of methyl tertiary-butyl ether in North America. The Company filed for chapter 11 protection on July 20, 2003 (Bankr. S.D. Tex. Case No. 03-40258). Mark W. Wege, Esq., at Bracewell & Patterson, LLP represents the Debtors in their restructuring efforts. When the Company filed for protection from its creditors, it listed $512,417,000 in total assets and $448,866,000 in total debts. THAXTON GROUP: Committee Taps Moses & Singer as Attorneys --------------------------------------------------------- The duly-appointed Official Committee of Unsecured Creditors of Thaxton Group, Inc., is asking permission from the U.S. Bankruptcy Court for the District of Delaware to hire Moses & Singer LLP as its attorneys. The Committee anticipates that Moses & Singer will: a) consult with the Debtors' counsel concerning the administration of the cases; b) assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' businesses, and any other matter relevant to these cases; c) represent the Committee before the Court and advising the Committee regarding any pending litigation, hearings, motions, arid decisions of the Court; d) review, analyze and advise the Committee concerning all applications, orders, statements of operations and schedules filed with the Court by the Debtors or third parties; e) assist the Committee in preparing applications and orders in support of positions taken by the Committee, as well as preparing witnesses and reviewing documents in this regard; t) assist the Committee in plan negotiations, plan formulation and the solicitation and the filing with the Court of acceptances arid rejections of any Chapter 11 plan; g) assist the Committee in connection with any sale of the Debtors or their assets; and h) perform such other legal services as may be required b1 the interest of the creditors herein represented by the Committee. Alan Kolod, Esq., a member of Moses & Singer reports that he will lead the team in this engagement. His current hourly rate is $595 per hour. Some of the professionals expected to provide their services in this engagement and their hourly rates are: Mark N. Parry Partner $495 per hour Alan R. Gamza Partner $450 per hour Diane Anderson-Bach Associate $315 per hour Christopher Caruso Associate $300 per hour Alan Hill Associate $200 per hour Jessica Porter Paralegal $160 per hour Joshua Weintraub Paralegal $145 per hour Cynthia Danielson Paralegal $140 per hour Headquartered in Lancaster, South Carolina, The Thaxton Group, Inc., is a diversified consumer financial services company. The Company filed for chapter 11 protection on October 17, 2003 (Bankr. Del. Case No. 03-13183). Michael G. Busenkell, Esq., and Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell represent the Debtor in their restructuring efforts. When the Company filed for protection from it creditors, it listed $206,000,000 in total assets and $242,000,000 in total debts. TRANS ENERGY: Sept. 30 Balance Sheet Upside-Down by $5 Million -------------------------------------------------------------- Trans Energy Inc.'s condensed consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred cumulative operating losses through September 30, 2003 of $28,377,271, and has a working capital deficit at September 30, 2003 of $6,660,222. Revenues have not been sufficient to cover its operating costs and to allow it to continue as a going concern. The potential proceeds from the sale of common stock, other contemplated debt and equity financing, and increases in operating revenues from new development would enable the Company to continue as a going concern. There can be no assurance that the Company can, or will, be able to complete any debt or equity financing. If these are not successful, management is committed to meeting the operational cash flow needs of the Company. During the nine months ended September 30, 2003, the Company issued 26,483,163 shares of its common stock for the conversion of debt and related interest at an average price of $0.0015 per share for a total value of $45,793. Trans Energy's loss from operations for the third quarter of 2003 was $337,374 compared to the loss of $423,134 for the third quarter of 2002, and was a loss of $975,744 for the first nine months of 2003 compared to the loss of $876,325 for the first nine months of 2002. The decrease in loss from operations for the third quarter is primarily attributed to the increased revenues and decreased depreciation, depletion and amortization, which more than offset the increase in the cost of oil and gas. The increased loss for the first nine months of 2003 is primarily attributed to the increase in the cost of oil and gas, which was partially offset by the increased revenues. The Company realized total other expenses of $96,958 during the third quarter of 2003 compared to total other expenses of $126,676 for the third quarter of 2002. The decrease is attributed to a 25% decrease in interest expense due to no discounts to amortize in 2003 and paying off debt with proceeds from pipeline sales. Total other expenses for the first nine months of 2003 were $179,505 compared to total other expenses of $322,309 for the 2002 period. This decrease was attributed primarily to the $112,235 gain on disposal of assets during the first nine months of 2003. As a percentage of total revenues, total costs and expenses decreased from 249% in the third quarter of 2002 to 168% for the third quarter of 2003, and from 239% for the first nine months of 2002 to 162% for the first nine months of 2003. This improvement is attributed to revenues increasing at a rate greater than the increase in total costs and expenses for the respective periods. As reported above, the Company's net loss for the third quarter of 2003 was $425,429 compared to $549,820 for the third quarter of 2003, and $1,155,249 for the first nine months of 2003 compared to $1,198,634 for the 2002 period. For the remainder of fiscal year 2003, management expects selling, general and administrative expenses to remain at approximately the same rate as the first nine months of 2003. The cost of oil and gas produced is expected to fluctuate with the amount produced and with prices of oil and gas, and management anticipates that revenues are likely to increase during the remainder of 2003. Trans Energy included a footnote to its financial statements for the periods ended September 30, 2003 stating that because of its continued losses, working capital deficit and need for additional funding, there is substantial doubt as to whether it can continue as a going concern. Liquidity and Capital Resources Historically, the Company has satisfied its working capital needs with operating revenues and from borrowed funds. At September 30, 2003, it had a working capital deficit of $6,600,222 compared to a deficit of $6,332,583 at December 31, 2002. This 4% increase in working capital deficit is primarily attributed to the increase in accounts payable, accrued expenses and salaries payable. During the first nine months of 2003, operating activities used net cash of $75,124 compared to net cash used of $241,701 for the first nine months of 2002. These results are primarily attributed to increases in accounts receivable and the increased depletion rate of gas wells. Net cash provided by investing activities in the first nine months of 2003 was $240,000, compared to net cash used by investing activities of $49,463 in the 2002 period. The increase is due to proceeds realized from the sale of assets in th 2003 period. During the first nine months of 2003, the Company used net cash of $177,103 by financing activities compared to net cash realized of $289,673 in the first nine months of 2002. These results are attributed to the pay down of debt in 2003 from the sale of assets and a stock subscription deposit in 2002. Trans Energy anticipates meeting its working capital needs during the remainder of the current fiscal year with revenues from operations, particularly from its Powder River Basin interests in Wyoming and New Benson gas wells drilled in West Virginia. In the event revenues are not sufficient to meet its working capital needs, management intends to explore the possibility of additional funding from either the sale of debt or equity securities. There can be no assurance such funding will be available to the Company or, if available, it will be on acceptable or favorable terms. As of September 30, 2003, Trans Energy had total assets of $1,968,816 and total stockholders' deficit of $5,048,175, compared to total assets of $2,747,636 and total stockholders' deficit of $3,938,719 at December 31, 2002. TRI-UNION: Brings-In Gibbs & Bruns as Special Litigation Counsel ---------------------------------------------------------------- Tri-Union Development Corporation, together with Tri-Union Operating Company, sought and obtained approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ and retain Gibbs & Bruns, LLP as Special Litigation Counsel. The Debtors selected Gibbs & Bruns to act as special litigation counsel because of its extensive experience and knowledge in the litigation involving Mr. Richard Bowman, then-acting President and CEO of Tri-Union, and his other companies, as well as its established national reputation in litigation matters. Gibbs & Bruns already possesses general knowledge and information regarding the litigation with Mr. Bowman and his related companies as a result of prepetition services. In their capacity, Gibbs & Bruns is expected to: a. make all necessary and appropriate court appearances, motions and filings in the litigation against Mr. Bowman and his affiliates; b. advise the Debtor concerning the claims and litigation; c. engage in and respond to related discovery; and d. prepare the cases for trial. The primary Gibbs & Bruns attorneys and other professionals who will provide services to the Debtors and their corresponding standard hourly rates: Jeffry J. Cotner Partner $365 per hour Jeffrey C. Kubin Associate $285 per hour The range of current hourly rates charged by Gibbs & Bruns for attorneys and other professionals are: Partners $295 to $700 per hour Of Counsel and Special $275 to $275 per hour Associates $195 to $285 per hour Legal Assistants $95 per hour Headquartered in Houston, Texas, Tri-Union Development Corporation is an independent oil and natural gas company engaged in the acquisition, development, exploration and production of oil and natural gas properties. The Company filed for chapter 11 protection on October 20, 2003 (Bankr. S.D. Tex. Case No. 03- 44908). Charles A Beckham, Jr., Esq., Eric B. Terry, Esq., JoAnn Lippman, Esq., and Patrick Lamont Hughes, Esq., at Haynes & Boone represent the Debtors in their restructuring efforts. As of March 31, 2003, the Debtors listed $117,620,142 in total assets and $167,519,109 in total debts. TRUE RELIGION: Hires Stonefield Josephson as External Auditors -------------------------------------------------------------- On November 12, 2003, True Religion Apparel Inc., engaged Stonefield Josephson, Inc. of Santa Monica, California as its new principal independent accountants with the approval of its Board of Directors. Accordingly, the Company dismissed Malone & Bailey on November 13, 2003. Malone and Bailey was appointed the Company's principal independent accountant on May 9, 2003 after the dismissal of the previous principal independent accountants, Davidson & Company on May 7, 2003. The report on the financial statements prepared by Davidson for the fiscal years ended August 31, 2002 and 2001 were modified as to uncertainty as the report contained a modifying paragraph with respect to True Religion Apparel's ability to continue as a going concern. UAL CORP: Reports Improved November 2003 Financial Results ---------------------------------------------------------- UAL Corporation (OTC Bulletin Board: UALAQ), the holding company whose primary subsidiary is United Airlines, filed its November Monthly Operating Report with the United States Bankruptcy Court, confirming that UAL met the requirements of its debtor-in-possession (DIP) financing for the tenth straight month. "United's turnaround remains on track. Even with the seasonal downturn in November, cash flow was positive and remained strong at more than $2 million per day," said Jake Brace, United's executive vice president and chief financial officer. "Systemwide passenger unit revenue improvement continued to outpace the industry, and the company increased its cash balance to $2.6 billion. We met the requirements of our DIP covenants and expect to meet them for December as well." The Company reported net earnings before reorganization expenses of $3 million, including an $81 million gain from the sale of Hotwire, an improvement of more than $500 million compared to November a year ago. Including reorganization expenses and the gain from the sale of Hotwire, the Company reported a net loss for November of $75 million. The majority of reorganization expenses were non-cash items resulting from the rejection of aircraft as the company aligns its fleet with the market. Mainline passenger unit revenue improved 14% year-over-year, well-ahead of the industry average. UAL generated positive cash flow of about $69 million in November, excluding the proceeds from the sale of Hotwire, or more than $2 million per day. UAL ended November with a cash balance of about $2.6 billion, which included $633 million in restricted cash (filing entities only). As part of its DIP financing agreements, UAL's lenders required the Company to achieve a cumulative EBITDAR (earnings before interest, taxes, depreciation, amortization and aircraft rent) of $112 million between December 1, 2002 and November 30, 2003. United's performance exceeded that level. United and United Express operate more than 3,400 flights a day on a route network that spans the globe. News releases and other information about United may be found at the company's Web site at http://www.united.com/ UNITED AIRLINES: Mesa Confirms Termination of MOU with United ------------------------------------------------------------- Mesa Air Group, Inc. (Nasdaq: MESA) confirmed that United Airlines has terminated the non-binding Memorandum of Understanding covering the revised terms under which both Mesa and Atlantic Coast Airlines Holdings, Inc. (Nasdaq: ACAI) would have operated as United Express carriers. As a result, Mesa will not be moving forward with either its proposed consent solicitation or exchange offer for Atlantic Coast. "While we continue to believe the combination of Mesa and Atlantic Coast is in the best interests of the shareholders of both Companies and we disagree with the Court's antitrust conclusions, we understand United's decision and appreciate their need to move forward with plans to maintain service in their Dulles hub without the service of Atlantic Coast Airlines," said Jonathan Ornstein, Mesa's Chairman and CEO. "We have a proven business model which we believe is responsible for a growth plan unmatched in the airline industry today. It is time to focus our efforts on the execution of Mesa's existing growth strategy with its America West, United and US Airways partners. The future is bright for our shareholders and employees and we look forward to maintaining our position as one of the top regional airlines in the country." The Company currently operates 152 aircraft with 975 daily system departures to 153 cities, 40 states, the District of Columbia, Canada, Mexico and the Bahamas. It operates in the West and Midwest as America West Express; the Midwest and East as US Airways Express; in Denver as Frontier JetExpress and United Express; in Kansas City with Midwest Airlines and in New Mexico and Texas as Mesa Airlines. The Company, which was founded in New Mexico in 1982, has approximately 4,000 employees. Mesa is a member of the Regional Airline Association and Regional Aviation Partners. News releases and other information about Mesa can be found at the company's Web site at http://www.mesa-air.com/ UNIVERSAL HEALTH: Will Purchase Lakeland Medical Center in Jan. --------------------------------------------------------------- Universal Health Services, Inc. (NYSE: UHS) signed an agreement to acquire Lakeland Medical Center, located in New Orleans, Louisiana. The closing is expected to occur on or about January 31, 2004. Lakeland Medical Center is a 156-bed, general acute care facility located in east New Orleans. This acquisition will increase the total number of UHS operated hospitals in the New Orleans market to three and is expected to allow for additional operational efficiencies. Lakeland produces approximately $40 million of annual revenue. Universal Health Services, Inc. is one of the nation's largest hospital companies, operating acute care and behavioral health hospitals, ambulatory surgery and radiation centers nationwide, in Puerto Rico and France. It acts as the advisor to Universal Health Realty Income Trust, a real estate investment trust (NYSE: UHT). For additional information on the Company, visit http://www.uhsinc.com/ Universal Health Services' 0.426% bonds due 2020 are currently trading at about 65 cents-on-the-dollar. VERIDIUM CORP: Completes Financing and Debt Restructuring Deals --------------------------------------------------------------- Veridium Corporation (OTC Bulletin Board: VRDM), a premier environmental services provider that uses its patented and proprietary green technologies to recycle and mine commodities from industrial hazardous wastes, announced the refinancing of its credit facilities and the restructuring of its consolidated new balance sheet with the completion of $1.75 million in new financing, the conversion of about $4.5 million in debt and other liabilities into various forms of equity, and the conversion of about $1.5 million in short-term debt into long-term debt. The refinancing of the Company's various credit facilities and restructuring of its consolidated new balance sheet were among the final components of the Company's consolidation efforts following its recent merger and consolidation of a number of companies. The Company's chairman and chief executive officer, Kevin Kreisler, stated that "the refinancing of our credit facilities and the restructuring of our debt allow us to enhance liquidity at a markedly lower cost, reduce our current liabilities by more than 50% and strengthen our consolidated new balance sheet. These efforts were integral to the completion of our consolidation and the satisfaction of our immediate term cost management benchmarks." Financing Highlights A private angel investor provided $1.5 million of the new financing in the form of debt secured by certain of the Company's assets. This investor also converted $1.05 million in existing debt with the Company into a form of convertible preferred equity. A series of investors converted existing debts of about $925,000 into a form of preferred equity in Veridium's Paterson, New Jersey based recycling subsidiary, and waived approximately $425,000 in previously accrued interest. In addition to contributing $250,000 in equity to the new financing, the Company's senior management made the following contributions to the restructuring of the Company's consolidated balance sheet: (1) Kevin Kreisler, the Company's chairman and chief executive officer, converted about $520,000 in officer loans and other amounts due into common stock, and acquired another $530,000 in the Company's debt from third parties and subsequently converted these debts into common stock; (2) Jim Green, the Company's president and chief operational officer, converted $500,000 in outstanding liabilities due into common stock; and, (3) Lawrence Kreisler, the Company's chief technology officer, converted about $495,000 in outstanding liabilities and other amounts due into common stock. Founded on the premise that environmentally superior results can be cost-effective, Veridium is setting a new standard for environmental service with its focus on the use of state of the art green technologies to recycle, reuse and mine commodities from industrial hazardous wastes. Veridium's patented and proprietary technologies allow it to offer a much broader array of competitively priced industrial hazardous waste recycling services than any other recycling service provider in existence. Veridium's mission is to minimize and eliminate the need for disposal and reduce the burden on natural resources by recycling, reusing and mining all reusable resources from industrial hazardous wastes in a safe, compliant and profitable manner. Additional information on Veridium and its business model is available online at http://www.veridium.com/ * * * Liquidity and Going Concern Uncertainty In its recent Form 10-Q filed with the Securities and Exchange Commission, Veridium reported: "The [Company's] consolidated financial statements and financial information were prepared assuming that the Company will continue as a going concern. However, the Company has incurred significant operating losses and negative cash flows from operations in both the current and prior fiscal years, primarily due to the spending associated with the recently completed series of acquisitions and aggressive sales growth. Also at September 30, 2003, the Company has a working capital deficit of $7,258,608. The Company anticipates the conversion of $2,114,439 of current liabilities in the fourth quarter of 2003, which will reduce the working capital deficit to $5,144,169. "During the three months ended September 30, 2003, the Company executed planned measures to enhance liquidity and support consolidation expenses with nominal equity and term financing in addition to the refinancing of the Company's existing credit facility. The Company expects to further refinance its existing debt facilities and to convert pre-consolidation long-term debt and other liabilities into equity in the fourth quarter of 2003. Management believes that these initiatives, in conjunction with improved operational results and the anticipated accretive impact of the Company's recent acquisitions will resolve the Company's liquidity and cash flow issues. However, there can be no assurances that the Company will be successful in this regard or will be able to obtain sufficient liquidity to operate and grow the business. The [Company's] financial statements do not contain any adjustments which may be required as a result of this uncertainty." WABASH NATIONAL: Sells Remaining Finance Portfolio to Milestone --------------------------------------------------------------- Wabash National Corporation (NYSE: WNC) announced the sale of substantially all of the remaining finance contracts in its finance portfolio to Milestone Capital Corporation and Cypress Leasing Corporation. Proceeds approximated $12.2 million and resulted in a charge of approximately $4.0 million, reflecting the Company's loss on the sale. All proceeds from the sale were used to reduce the Company's outstanding indebtedness. Commenting on the sale, Mark R. Holden, Senior Vice President and Chief Financial Officer, stated, "The sale of these assets substantially completes the Company's divestitures of non-core assets and brings our total debt reduction to over $100 million for the second consecutive year. As we enter the new year, the Company is focused on maximizing earnings and cash flow in our core operations." Wabash National Corporation designs, manufactures, and markets standard and customized truck trailers under the Wabash(TM) brand name. The Company is one of the world's largest manufacturers of truck trailers and a leading manufacturer of composite trailers. The Company's wholly owned subsidiary, Wabash National Trailer Centers, is one of the leading retail distributors of new and used trailers and aftermarket parts throughout the U.S. and Canada. As reported in Troubled Company Reporter's April 16, 2003 edition, Wabash National completed the amendment of its credit facilities, which includes its revolving line of credit, its senior notes, its receivables facility and its lease facility. The amendment revises certain of the Company's financial covenants and adjusts downward the required monthly principal payments during 2003. In another previous report, the Company said it was not prepared to predict that first quarter results, or any other future periods, would achieve net income, and did not expect to announce further results before the first quarter would be completed, given the softness in demand and other factors. The Company remains in a highly liquidity-constrained environment, and even though its bank lenders have waived current covenant defaults, there is no certainty that the Company will be able to successfully negotiate modified financial covenants to enable it to achieve compliance going forward, or that, even if it does, its liquidity position will be materially more secure. At September 30, 2003, Wabash National's balance sheet shows that its total shareholders' equity has further shrunk to about $20 million from about $74 million nine months ago. WESTERN UNITED: Goes into Voluntary Administrative Supervision -------------------------------------------------------------- Western United Life Assurance Company said that, in order to protect the company and its policyholders from problems at its parent company, Metropolitan Mortgage & Securities Co., Inc. (AMEX: MPD.pr), Western United Life has agreed to have the Washington Office of the Insurance Commissioner place Western United under voluntary administrative supervision. "We are confident that this measure will help reassure our policyholders and agents that parent-level issues do not and will not impair the safety, liquidity or stability of our company," said John Van Engelen, who [Fri]day was elected president, CEO and chairman of Western United Holding Company, of which the insurance company is a direct subsidiary. In a letter to employees and agents, Mr. Van Engelen said, "The administrative supervision does not reflect on the solvency of Western United Life, which has more than $1.7 billion at June 30, 2003 in assets and above-average capital and surplus ratios. "For both the OIC and Western United Life, the top priority as we diligently continue to monitor the situation at Metropolitan Mortgage is to put policyholders' interests ahead of all other considerations." Mr. Van Engelen, a 20-year veteran of the company and previously senior vice president of Western United Holding, was elected president, CEO and chairman of the company and replaces C. Paul Sandifur, Jr. who has resigned as an officer and director of Western United Holding Company and its wholly-owned subsidiary Western United Life Assurance Company. Founded in 1963, Western United Life Assurance Company is a wholly owned subsidiary of Metropolitan Mortgage & Securities Co., Inc. Through a sales force of over 1600 independent agents and brokers, Western United operates in 16 states. WESTERN UNITED: Will Appeal AMEX Delisting Determination -------------------------------------------------------- Western United Holding Company (AMEX: WUC.pr), a subsidiary of Metropolitan Mortgage & Securities Co., Inc., planned to appeal the decision of the American Stock Exchange (AMEX) to delist the Company's preferred stock. Trading in the preferred stock was halted by AMEX December 15, 2003, and the Company was notified on December 22, 2003, that AMEX planned to begin the delisting process immediately. AMEX's decision to delist was pursuant to Sections 1003 and 1009 of the AMEX Company Guide. Specifically, AMEX conveyed to the Company its belief that continued listing raised public interest concerns and that the Company did not comply with the listing or other agreements with AMEX. Western United said it planned to continue paying dividends on the preferred stock despite the AMEX delisting and the Company's appeal. At the same time, Western United Holding said it will not file its Annual Report on Form10-K with the Securities and Exchange Commission (SEC) until February 1, 2004 at the earliest. The Company said its auditor Ernest & Young will not be able to complete its audit review by the original December 29, 2003, deadline because, among other reasons, the Company is believed to have incurred losses in excess of those disclosed in its June 30, 2003, Form 10-Q report, and a review of those results has yet to be completed. Finally, Western United Holding said that, in order to provide additional autonomy for Western's insurance operation, C. Paul Sandifur, Jr. has resigned as an officer and director of Western United Holding Company and its wholly-owned subsidiary Western United Life Assurance Company. John Van Engelen, previously senior vice president of Western United Holding Company, has been elected president, CEO and chairman of the insurance holding company. Western United Holding Company, incorporated in the State of Washington in 002 and headquartered in Spokane, had assets in excess of $1.7 billion at June 30, 2003. WESTERN UNITED: A.M. Best Junks Financial Strength Ratings ---------------------------------------------------------- A.M. Best Co. has downgraded the financial strength ratings to C++ (Marginal) from B- (Fair) of Western United Life Assurance Company (Spokane, WA) and its affiliates Old Standard Life Insurance Company (Boise, ID) and Old West Annuity & Life Insurance Company (Phoenix, AZ). The ratings have been placed under review with negative implications. These rating actions reflect the significant concentration of real estate related investments relative to capital and surplus, and the nature of the companies' liability structure, which is almost entirely comprised of individual annuity reserves. This block's surrender charge protection has been declining, despite increased annuity production in recent years, which has had an adverse impact on liquidity in the various companies. In addition, these actions consider the very high leverage, negative operating performance, the illiquidity and the recent suspension of stock trading of both parent organizations, Metropolitan Mortgage & Securities Company, Inc. and Summit Securities, Inc. During the last several years, despite a significant amount of new capital contributed to the companies by their parent organizations, the overall investment and insurance risk profiles have remained high. Additionally, going forward the parent companies will not be able to provide capital contributions due to their illiquidity and high debt levels. The insurance companies' significant investments in mortgages, mortgage backed bonds and real estate relative to surplus reflect the recent change in the overall investment focus, and exacerbate the liquidity issue. Previously, their strategy focused mainly on residential (primarily sub-prime) mortgages, which were securitized. However, the current shift to a buy and hold strategy of small residential mortgage notes and specialized commercial mortgages has led to increased real estate holdings, primarily as a result of their above industry average level of mortgage foreclosures at the life and holding companies. A.M. Best views with concern the resulting increased liquidity risk of the companies and the possible mismatch of assets to interest-sensitive annuity reserves. Furthermore, the mono-line (annuity) profiles of the companies present a concentration risk. WORLDCOM INC: Resolves Claims Dispute with NTS Communications ------------------------------------------------------------- Pursuant to various service agreements and service orders, NTS Communications, Inc. and the Worldcom Debtors provide communications services to one another. During the course of these Chapter 11 cases, the Debtors rejected various service orders under which NTS provided the Debtors with service. In connection with its services and the rejected service orders, NTS filed its Fourth Amendment to Proof of Claim No. 35849 on June 26, 2003, against Debtor MCI WorldCom Network Services, Inc. for $2,969,820. While the NTS Claim is for unpaid prepetition receivables and rejection damages, NTS asserted that its claim is at least partially secured by rights of set-off for $2,012,748. Since the filing of the NTS Claim, the Debtors have requested rejection and disconnection of additional service orders increasing the amount of the NTS Claim. The Debtors also asserted claims against NTS for credits and amounts due and owing from NTS. NTS disputes the amount of the Debtors' claims. To resolve the issue on the NTS Claim, the Debtors and NTS agree that: (a) NTS has a prepetition claim for $3,961,891 against the Debtors that includes any and all damages for disconnection, early terminations and the rejection of executory contracts and unexpired leases with the Debtors; (b) The Debtors will have an agreed prepetition claim against NTS for $2,606,755; (d) The prepetition amount owed by the Debtors to NTS is a mutual debt subject to set-off with respect to the Debtors' prepetition claim against NTS. The set-off will occur automatically upon the Effective Date without further action of the parties; (e) After set-off of the mutual debts, the Debtors' prepetition claim against NTS will be extinguished, and NTS will have an unsecured claim against the Debtors for $1,355,136 as the NTS Remaining Claim; (f) The Debtors will have a postpetition claim against NTS for $1,356,321 as the Debtors' Remaining Claim; (g) Payments will be made simultaneously in full and complete satisfaction of the NTS Remaining Claim and the Debtors' Remaining Claim: (1) The Debtors will pay NTS $1,011,579 in full and complete satisfaction of the NTS Remaining Claim, which amount will include $820,000 as cure under Section 365 of the Bankruptcy Code for the assumption of a service agreement regarding private line service with NTS, which the Debtors have not rejected; and (2) NTS will pay the Debtors $344,742, in cash by wire transfer, in full and complete satisfaction of the Debtors' Remaining Claim; (h) These provisions will become effective as of the Effective Date of the Plan or any amended Plan; and (i) In the event that the Effective Date does not occur, these provisions will have no effect on the parties' rights, and the parties will be restored to the status quo ante October 14, 2003. (Worldcom Bankruptcy News, Issue No. 45; Bankruptcy Creditors' Service, Inc., 215/945-7000) * Large Companies with Insolvent Balance Sheets ----------------------------------------------- Total Shareholders Total Working Equity Assets Capital Company Ticker ($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 (7) 361 31 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 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) Education Lending Group EDLG (26) 1,481 N.A. 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) Lucent Technologies LU (3,371) 15,747 2,818 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) Nuvelo Inc. NUVO (4) 27 21 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 (2,830) 29,345 (475) Quality Distribution QLTY (126) 387 19 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 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) Thermadyne Holdings THMD (665) 297 139 TiVo Inc. TIVO (25) 82 1 Triton PCS Holdings TPC (60) 1,618 173 Tessera Technologies TSRA (74) 24 20 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. 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., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland 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 ***